HOUSTON, May 16 (Reuters) - Hess shareholders

should vote in favor of Chevron Corp's ( CVX ) $53 billion offer

at the company's May 28 special meeting, proxy adviser Glass

Lewis said on Thursday.

The proposed deal terms provides a reasonable valuation and

offers the potential for upside to Hess shareholders. The

strategic and financial merits of the proposed merger "are sound

and reasonable, on balance," Glass Lewis said in its

recommendation.

No. 2 U.S. oil producer Chevron ( CVX ) last October offered to

acquire rival Hess in a move to gain a foothold in oil-rich

Guyana's lucrative offshore fields, where Hess holds a 30% stake

in a joint venture.