SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                  SCHEDULE 13G

                    UNDER THE SECURITIES EXCHANGE ACT OF 1934
                               (AMENDMENT NO.: 1)*


NAME OF ISSUER:                     ChevronTexaco Corp.

TITLE OF CLASS OF SECURITIES:       Common Stock

CUSIP NUMBER:                       166764100

DATE OF EVENT WHICH REQUIRES FILING OF THIS STATEMENT: December 31, 2003

Check the  appropriate box to designate the rule pursuant to which this Schedule
is filed:
         (X) Rule 13d-1(b)
         (  ) Rule 13d-1(c)
         (  ) Rule 13d-1(d)

     *    The  remainder  of this cover page shall be filled out for a reporting
          person's initial filing on this form with respect to the subject class
          of securities, and for any subsequent amendment containing information
          which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the  Securities  Exchange  Act of
1934 ("Act") or otherwise  subject to the liabilities of that section of the Act
but  shall be  subject  to all other  provisions  of the Act  (however,  see the
Notes).

(Continued on the following page(s))

                                PAGE 1 OF 6 PAGES

13G CUSIP No.: 166764100 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Vanguard Fiduciary Trust Company, in its capacity as trustee for certain employee benefit plan(s). I.R.S. Identification Number 23-2186884. 2. CHECK THE APPROPRIATE [LINE] IF A MEMBER OF A GROUP Not Applicable A. B. 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION Pennsylvania (For questions 5-8, report the number of shares beneficially owned by each reporting person with:) 5. SOLE VOTING POWER None 6. SHARED VOTING POWER 62,880,639 Shares 7. SOLE DISPOSITIVE POWER None 8. SHARED DISPOSITIVE POWER 62,880,639 Shares PAGE 2 OF 6 PAGES

13G CUSIP No.: 166764100 9. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 62,880,639 Shares 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES Not applicable 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 5.882% 12. TYPE OF REPORTING PERSON BK PAGE 3 OF 6 PAGES

SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------ SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 ------------ Item 1 (a) - Name of Issuer ChevronTexaco Corp. Item 1 (b) - Address of Issuer's Principal Executive Officers: 575 Market Street San Francisco, CA 94105 Item 2 (a) - Name of Person Filing: Vanguard Fiduciary Trust Company, in its capacity as trustee for certain employee benefit plan(s). Item 2 (b) - Address of Principal Business Office or, if none, residence 500 Admiral Nelson Blvd., Malvern, PA 19355 Item 2 (c) - Citizenship Pennsylvania Item 2 (d) - Title of Class of Securities Common Stock Item 2 (e) - CUSIP Number 166764100 Item 3 - Type of Filing: If this statement is filed pursuant to Rule 13d-1(b), or 13d-2(b) or (c), check whether the person filing is a: (b) X Bank as defined in Section 3(a)(6) of the Act. PAGE 4 OF 6 PAGES

Item 4 - Ownership: (a) Amount Beneficially Owned: 62,880,639 Shares (b) Percent of Class: 5.882% (c) Number of shares as to which such person has: (i) sole power to vote or to direct the vote: None (ii) shared power to vote or to direct the vote: 62,880,639 Shares* (iii) sole power to dispose or to direct the disposition of: None (iv) shared power to dispose or to direct the disposition of: 62,880,639 Shares** * Vanguard Fiduciary Trust Company (VFTC) is the trustee of certain employee benefit plans. Shares of the issuer's Common Stock are held in trust for the benefit of employees in the plans. As of December 31, 2003, the trustee held 62,880,639 shares of the issuer's Common Stock on behalf of the plans, a percentage of which had not been allocated to plan participants. VFTC votes shares in accordance with the terms of the plan (subject to the trustee's responsibilities under the Employee Retirement Income Security Act of 1974, as amended ("ERISA"), as applicable). ** Shares of Common Stock are held in the issuer's employee benefit plans in various accounts and were allocated by the source of contribution (employer, the predecessor to the employer or the employee). Shares of Common Stock held on behalf of the plans may be disposed of by the trustee only in accordance with the terms of the plans. Item 5. Ownership of Five Percent or Less of a Class. Not Applicable Item 6. Ownership of More than Five Percent on Behalf of Another Person. All of the securities are beneficially held by Vanguard Fiduciary Trust Company in its fiduciary capacity, as trustee of certain employee benefit plans. As a result, participants in the plans are entitled to receive dividends or proceeds from the sale of shares reported in this Schedule 13G in accordance with the terms of the plans. Item 7. Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company. Not Applicable PAGE 5 OF 6 PAGES

Item 8. Identification and Classification of Members of the Group. Not Applicable Item 9. Notice of Dissolution of Group. Not Applicable Item 10. Certification. By signing below I certify that, to the best of my knowledge and belief, the securities referred to above were acquired and are held in the ordinary course of business and were not acquired and are not held for the purpose or with the effect of changing or influencing the control of the issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect. Vanguard Fiduciary Trust Company disclaims beneficial ownership of all shares held in trust by the trustee that have been allocated to the individual accounts of participants in the plans for which directions have been received, pursuant to Rule 13d-4 under the Securities Exchange Act of 1934. Signature After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. DATE: JANUARY 29, 2004 VANGUARD FIDUCIARY TRUST COMPANY, TRUSTEE BY:______________________________________ NAME: Matthew Kogan TITLE: Assistant Secretary PAGE 6 OF 6 PAGES