SECURITIES AND EXCHANGE COMMISSION

                             Washington, D. C. 20549

                                  ------------


                                   FORM 8-K/A


                                 CURRENT REPORT


                     Pursuant to Section 13 or 15(d) of the
                         Securities Exchange Act of 1934


                         Date of Report: October 9, 2001
                        (Date of earliest event reported)


                            ChevronTexaco Corporation
          -------------------------------------------------------------
             (Exact name of registrant as specified in its charter)


          Delaware                      1-368-2                  94-0890210
  ----------------------------  ---------------------------  -----------------
  (State or other jurisdiction    (Commission File Number)     (IRS Employer
       of incorporation)                                     Identification No.)

                   575 Market Street, San Francisco, CA 94105
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           (Address of principal executive offices including Zip Code)

       Registrant's telephone number, including area code: (415) 894-7700


                                      NONE
   --------------------------------------------------------------------------
          (Former name or former address, if changed since last report)





PORTIONS AMENDED

The registrant hereby amends Item 7 of its Current Report on Form 8-K filed on
October 9, 2001, in its entirety, as set forth below.

Item 7.  Financial Statements, Pro Forma Financial Information and Exhibits.
         ------------------------------------------------------------------

         (a)      Financial statements of businesses acquired.
                  -------------------------------------------

         The audited financial statements of Texaco Inc. and subsidiary
         companies as of December 31, 2000 and 1999 and for each of the three
         years in the period ended December 31, 2000, found on pages 44 to 70 of
         the Annual Report to Stockholders of Texaco Inc. for the fiscal year
         ended December 31, 2000, filed as Exhibit 13 to Texaco's Annual Report
         on Form 10-K for the year ended December 31, 2000 (filed with the SEC
         on March 26, 2001), are incorporated herein by reference.

         The unaudited financial statements of Texaco Inc. and subsidiary
         companies for the quarterly period ended June 30, 2001, included in
         Texaco Inc.'s Quarterly Report on Form 10-Q for the quarter ended June
         30, 2001, filed on August 9, 2001, are incorporated herein by
         reference.

         (b)      Pro forma financial information.
                  -------------------------------

         The following required pro forma financial information is attached
         hereto as Exhibit 99.4 and incorporated herein by reference:

         Introduction to unaudited pro forma condensed combined financial
         statements.

         Unaudited Pro Forma Condensed Combined Financial Statements.

           Unaudited pro forma condensed combined balance sheet of Chevron
           and Texaco as of June 30, 2001.

           Unaudited pro forma condensed combined statements of income of
           Chevron and Texaco for the six months ended June 30, 2001 and 2000
           and for the years ended December 31, 2000, 1999 and 1998.

           Notes to unaudited pro forma condensed combined financial
           statements.


         (c)      Exhibits.
                  --------

        2.1  Agreement and Plan of Merger,  dated as of October 15, 2000,
             among Chevron Corporation,  Texaco Inc.  and Keepep Inc.
             (incorporated  by  reference to Annex A to the joint proxy
             statement/prospectus,  dated  August 27,  2001, that forms a part
             of Chevron Corporation's  Registration  Statement on Form S-4/A
             filed August 27, 2001 (File No. 333-54240)).

        2.2  Amendment  No. 1 to  Agreement  and Plan of  Merger,  dated as of
             March 30, 2001, among Chevron Corporation,  Texaco Inc. and Keepep
             Inc. (incorporated by  reference to Annex A-1 to the joint proxy
             statement/prospectus, dated August 27, 2001,  that forms a part of
             Chevron  Corporation's  Registration Statement on Form S-4/A filed
             August 27, 2001 (File No. 333-54240)).

       23.1* Consent of Arthur Andersen LLP.

       99.1  Press Release dated  October 9, 2001  (previously  filed as
             Exhibit 99.1 to the registrant's Current Report on Form 8-K filed
             on October 9, 2001).

       99.2  The audited financial  statements of Texaco and subsidiary
             companies as of December  31,  2000 and 1999 and for each of the
             three years in the period ended December 31, 2000 (incorporated by
             reference to pages 44 to 70 of the Annual Report to  Stockholders
             of Texaco for the fiscal year ended December 31, 2000,  filed as
             Exhibit 13 to Texaco's  Annual  Report on Form 10-K for the fiscal
             year ended  December 31, 2000 filed on March 26, 2001,  SEC File
             No. 1-27).

       99.3  The unaudited financial  statements of Texaco and subsidiary
             companies for the  quarterly  period  ended June 30, 2001
             (incorporated  by reference to Texaco's  Quarterly Report on Form
             10-Q for the quarter ended June 30, 2001 filed on August 9, 2001,
             SEC File No. 1-27).

       99.4* Introduction   to  unaudited  pro  forma   condensed combined
             financial statements.
             Unaudited Pro Forma Condensed Combined  Financial  Statements.
             Unaudited pro forma condensed  combined balance sheet of Chevron
             and Texaco as of June 30, 2001.
             Unaudited pro forma condensed combined  statements of income of
             Chevron  and Texaco  for the six months  ended June 30,  2001 and
             2000 and for the years ended  December  31, 2000,  1999 and 1998.
             Notes to unaudited pro forma condensed combined financial
             statements.

*        Filed herewith








                                    Signature

Pursuant  to  the   requirements  of  the  Securities   Exchange  Act  of  1934,
ChevronTexaco  has duly  caused  this  report to be signed on its  behalf by the
undersigned hereunto duly authorized.




         Dated:  October 19, 2001

                                       CHEVRONTEXACO CORPORATION


                                 By             /s/ S.J. Crowe
                                     ------------------------------------------
                                       S. J. Crowe, Vice President and
                                                    Comptroller
                                        (Principal Accounting Officer and
                                             Duly Authorized Officer)





                                                       Exhibit Index

2.1                  Agreement and Plan of Merger, dated as of October 15, 2000,
                     among Chevron Corporation, Texaco Inc. and Keepep Inc.
                     (incorporated by reference to Annex A to the joint proxy
                     statement/prospectus, dated August 27, 2001, that forms a
                     part of Chevron Corporation's Registration Statement on
                     Form S-4/A filed August 27, 2001 (File No. 333-54240)).

2.2                  Amendment No. 1 to Agreement and Plan of Merger, dated as
                     of March 30, 2001, among Chevron Corporation, Texaco Inc.
                     and Keepep Inc. (incorporated by reference to Annex A-1 to
                     the joint proxy statement/prospectus, dated
                     August 27, 2001, that forms a part of Chevron Corporation's
                     Registration Statement on Form S-4/A filed August 27, 2001
                     (File No. 333-54240)).

23.1*                Consent of Arthur Andersen LLP.

99.1                 Press Release dated October 9, 2001 (previously filed as
                     Exhibit 99.1 to the registrant's Current Report on Form 8-K
                     filed on October 9, 2001).

99.2                 The audited financial statements of Texaco and subsidiary
                     companies as of December 31, 2000 and 1999 and for each of
                     the three years in the period ended December 31, 2000
                     (incorporated by reference to pages 44 to 70 of the
                     Annual Report to Stockholders of Texaco for the fiscal year
                     ended December 31, 2000, filed as Exhibit 13 to Texaco's
                     Annual Report on Form 10-K for the fiscal year ended
                     December 31, 2000 filed on March 26, 2001,
                     SEC File No. 1-27).

99.3                 The unaudited financial statements of Texaco and subsidiary
                     companies for the quarterly period ended June 30, 2001
                     (incorporated by reference to Texaco's Quarterly Report on
                     Form 10-Q for the quarter ended June 30, 2001 filed on
                     August 9, 2001, SEC File No. 1-27).


99.4*                Introduction to unaudited pro forma condensed combined
                     financial statements. Unaudited Pro Forma Condensed
                     Combined Financial Statements. Unaudited pro forma
                     condensed combined balance sheet of Chevron and Texaco as
                     of June 30, 2001. Unaudited pro forma condensed combined
                     statements of income of Chevron and Texaco for the six
                     months ended June 30, 2001 and 2000 and for the years ended
                     December 31, 2000, 1999 and 1998. Notes to unaudited pro
                     forma condensed combined financial statements.


*  Filed herewith.