UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Form 8-K

Current Report

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

Date of Report (Date of earliest event reported): April 30, 2004

ChevronTexaco Corporation

Registrant’s telephone number, including area code: (925) 842-1000

NONE

Item 12. Results of Operations and Financial Condition

On April 30, 2004, ChevronTexaco Corporation issued a press release announcing unaudited first quarter 2004 net income of $2.562 billion. The press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.

The information included herein and in Exhibit 99.1 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933.

Table of Contents

SIGNATURE

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

Dated: April 30, 2004

EXHIBIT INDEX

Exhibit 99.1

ChevronTexaco Corporation
Public & Government Affairs
Post Office Box 6078
San Ramon, CA 94583-0778
www.chevrontexaco.com

News from

FOR RELEASE AT 5:30 AM PDT
APRIL 30, 2004

CHEVRONTEXACO REPORTS RECORD QUARTERLY NET INCOME OF $2.6 BILLION

     SAN RAMON, Calif., April 30, 2004 – ChevronTexaco Corp. today reported record net income of $2.6 billion ($2.40 per share – diluted) for the first quarter 2004, compared with net income of $1.9 billion ($1.81 per share – diluted) in the year-ago period. A major contributor to the earnings increase was improved performance by the company’s downstream operations.

     First quarter 2004 results included income of $34 million ($0.03 per share – diluted) associated with certain assets that were classified as discontinued operations because of their pending disposition. The income for these assets in the year-ago quarter was $37 million ($0.03 per share – diluted). The 2003 quarter also included net charges of $196 million ($0.18 per share – diluted) relating to the adoption of new accounting standards.

     Special charges of $55 million and $39 million were included in the 2004 and 2003 quarters, respectively. Foreign currency effects reduced earnings $43 million and $45 million in the corresponding periods, respectively.

Earnings Summary

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     “All of our major businesses contributed to an excellent first quarter, with profits that helped us achieve a 17 percent return on capital employed for the past 12 months,” said Chairman and CEO Dave O’Reilly. “Our upstream operations continued to benefit from strong prices for both crude oil and natural gas. In our downstream and chemicals segments, increased demand for refined products and commodity chemicals strengthened industry margins and helped boost our earnings from last year’s first quarter.” O’Reilly commented that higher utilization rates throughout the company’s worldwide refinery network also contributed to the improvement in downstream earnings.

     “We’ve had a sustained period of very strong earnings and cash flows, and our outlook for the future remains positive,” O’Reilly added. “As a result of our sustained performance, we were pleased recently to announce a program to repurchase up to $5 billion of the company’s common stock as a means to further enhance shareholder value.

     “Since the first of this year, we’ve again reduced the company’s debt and contributed more than $500 million to our employee pension plans,” O’Reilly said. “Our balance sheet continues to strengthen, and we ended the first quarter with a debt ratio of 25 percent, down from 32 percent just a year ago.” O’Reilly also noted that the company’s cash balances at the end of this year’s first quarter were nearly $6 billion, up over $1.5 billion from the end of 2003.

     O’Reilly also remarked on recent achievements that underscore the company’s focus on key project milestones and strategic initiatives:

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     In summary, O’Reilly said, “Besides benefiting from strong marketplace fundamentals in recent periods, we’ve also maintained our focus on operational excellence in daily operations and a disciplined approach toward investing for the long term. These are key enablers of increased profitability and improved returns on invested capital, which create value for our shareholders and further enhance our company’s competitiveness.”

     The company provided additional detail about factors contributing to the $2 billion of earnings in the quarter for the upstream operations. Average prices for U.S. crude oil and natural gas liquids in the quarter rose about a dollar per barrel to more than $30. Internationally, the average liquids price was slightly lower at about $29. The average U.S. natural gas sales price decreased 11 percent to $5.23 per thousand cubic feet, while internationally the average natural gas price of $2.67 was marginally higher than the year-ago quarter. Worldwide oil-equivalent production, including volumes produced from oil sands and production under an operating service agreement, declined about 2 percent from the 2003 first quarter. Most of the decline was associated with properties sold after last year’s first quarter.

     Sales and other operating revenues in the first quarter 2004 were $33 billion, up 8 percent from the 2003 period.

UPSTREAM – EXPLORATION AND PRODUCTION

     U.S. Exploration and Production

     U.S. exploration and production income was $860 million in the first quarter, down $156 million from results in the 2003 period before the $350 million charge related to the adoption of a new accounting principle. The 2004 results included a special charge for a litigation matter. Earnings declined primarily due to lower natural gas prices and lower net production of liquids and natural gas. Among the items partially offsetting these adverse effects were higher prices for crude oil and natural gas liquids and lower operating expenses.

     Net oil-equivalent production declined 10 percent, or 96,000 barrels per day, from the 2003 quarter. This resulted primarily from normal field declines and asset sales, the effects of which were only partially offset by increased and first-time production from various fields. The liquids component of net production was down 8 percent to 531,000 barrels per day. Net natural gas production averaged 2.1 billion cubic feet per day, down 13 percent.

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     International Exploration and Production

     International exploration and production income from continuing operations increased $171 million from the year-ago quarter to $1.091 billion. Among the factors contributing to the earnings increase were lower exploration expenses, an increase in the sale of crude oil and natural gas liquids and higher natural gas prices in certain countries. These benefits were partially offset by an effect of approximately $60 million from higher operating expenses.

     Oil-equivalent production, including volumes produced from oil sands and production under an operating service agreement, increased about 3 percent, or 47,000 barrels per day, from the year-ago first quarter. The net liquids component increased 43,000 barrels per day to 1,365,000. New production in Chad and higher net production in Indonesia, Venezuela and at the Athabasca oil sands project were partially offset by planned maintenance activities in China, expansion activities in Thailand, and lower net production in several other countries, including Nigeria and the Partitioned Neutral Zone. Production remains shut in for security reasons in certain onshore areas of Nigeria following civil unrest during the first half of 2003. Net natural gas production rose by 29 million cubic feet per day. Increased net production in Trinidad and Tobago, Kazakhstan, Venezuela and the Philippines was offset partially by lower production in Thailand, the United Kingdom and Canada.

DOWNSTREAM – REFINING, MARKETING AND TRANSPORTATION

     U.S. Refining, Marketing and Transportation

     U.S. refining, marketing and transportation earnings of $276 million improved $206 million from last year’s quarter. The primary reasons for the improvement were an increase in average refined-product margins, higher sales volumes and lower operating expenses. Contributing to these improvements was the absence of major refinery shutdowns in 2004.

     The quarter’s average refined-product sales price increased 2 percent to about $45 per barrel. Sales volumes for refined products increased by 10 percent to 1,461,000 barrels per day, primarily on higher sales of unbranded gasoline, diesel fuel and fuel oil. Sales of branded gasoline increased 1 percent to 545,000 barrels per day in the first quarter 2004.

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     International Refining, Marketing and Transportation

     International refining, marketing and transportation segment income increased $119 million in the 2004 quarter to $364 million. Foreign currency effects reduced earnings $25 million and $18 million in the 2004 and 2003 periods, respectively. Results in 2003 also included $39 million of special charges relating to asset sales by an equity affiliate. Otherwise, the improvement in segment income resulted mainly from higher average refined-product margins and improved earnings from equity affiliates and the company’s shipping operations, which benefited from increased freight rates.

     Total refined-product sales volumes of 2,370,000 barrels per day were 2 percent higher in the 2004 quarter compared with last year’s quarter, primarily on higher sales of unbranded gasoline.

CHEMICALS

     Chemical operations earned $74 million in the first quarter 2004, compared with $3 million in the 2003 quarter. Results for the Oronite subsidiary and for the company’s 50 percent-owned Chevron Phillips Chemical Company LLC (CPChem) affiliate improved on higher margins for lubricant additives and commodity chemicals. During the 2004 quarter, CPChem experienced high but relatively stable prices for natural gas and natural gas-based feedstocks and overall was able to recover most of these costs through higher prices. During the 2003 period, significant volatility in energy and feedstock costs hindered such pass-through efforts.

ALL OTHER

     All Other consists of the company’s interest in Dynegy, coal mining operations, power and gasification businesses, worldwide cash management and debt financing activities, corporate administrative functions, insurance operations, real estate activities, and technology companies.

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     Net segment charges before the cumulative effect of changes in accounting principles were $137 million in the first quarter 2004, compared with net charges of $175 million in the corresponding 2003 period. The effects of lower net interest expense and higher corporate income tax benefits were partially offset by lower Dynegy earnings and lower foreign exchange gains.

CAPITAL AND EXPLORATORY EXPENDITURES

     Capital and exploratory expenditures were $1.7 billion during the first quarter 2004, compared with $1.5 billion in the 2003 period. The amounts included the company’s share of affiliate expenditures of about $300 million and $150 million in the 2004 and 2003 periods, respectively. The increase from 2003 included approximately $150 million related to the company’s share of expenditures by the 50 percent-owned Tengizchevroil affiliate for the expansion of production operations for the Tengiz and Korolev fields in Kazakhstan. Expenditures for international exploration and production projects in 2004 were nearly $900 million, or slightly more than 50 percent of the total expenditures, reflecting the company’s continued emphasis on international crude oil and natural gas production activities.

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4/30/04

NOTICE

ChevronTexaco’s discussion of first quarter 2004 earnings with security analysts will take place on Friday, April 30, 2004, at 8:00 a.m. PDT. A Webcast of the meeting will be available in a listen-only mode to individual investors, media and other interested parties on ChevronTexaco’s Web site at www.chevrontexaco.com under the “Investors” heading. Additional financial and operating information is contained in the Investor Relations Earnings Supplement that is available under “Financial Reports” on the Web site.

ChevronTexaco will post selected second quarter 2004 interim company and industry performance data on its Web site on Thursday, June 24, 2004, at 2:00 p.m. PDT. Interested parties may view this interim data at www.chevrontexaco.com under the “Investors” heading.

CAUTIONARY STATEMENTS RELEVANT TO FORWARD-LOOKING INFORMATION
FOR THE PURPOSE OF “SAFE HARBOR” PROVISIONS OF THE
PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995

     This press release of ChevronTexaco Corporation contains forward-looking statements relating to ChevronTexaco’s operations that are based on management’s current expectations, estimates and projections about the petroleum, chemicals and other energy-related industries. Words such as “anticipates,” “expects,” “intends,” “plans,” “targets,” “projects,” “believes,” “seeks,” “estimates” and similar expressions are intended to identify such forward-looking statements. These statements are not guarantees of future performance and are subject to certain risks, uncertainties and other factors, some of which are beyond our control and are difficult to predict. Therefore, actual outcomes and results may differ materially from what is expressed or forecasted in such forward-looking statements. You should not place undue reliance on these forward-looking statements, which speak only as of the date of this earnings release. Unless legally required, ChevronTexaco undertakes no obligation to update publicly any forward-looking statements, whether as a result of new information, future events or otherwise.

     Among the factors that could cause actual results to differ materially are crude oil and natural gas prices; refining margins and marketing margins; chemicals prices and competitive conditions affecting supply and demand for aromatics, olefins and additives products; actions of competitors; the competitiveness of alternate energy sources or product substitutes; technological developments; the results of operations and financial condition of equity affiliates; Dynegy’s ability to successfully complete its recapitalization and restructuring plans; inability or failure of the company’s joint-venture partners to fund their share of operations and development activities; potential failure to achieve expected net production from existing and future oil and gas development projects; potential delays in the development, construction or start-up of planned projects; potential disruption or interruption of the company’s net production or manufacturing facilities due to war, accidents, political events or severe weather; potential liability for remedial actions under existing or future environmental regulations and litigation; significant investment or product changes under existing or future environmental regulations (including, particularly, regulations and litigation dealing with gasoline composition and characteristics); potential liability resulting from pending or future litigation; the company’s ability to successfully implement the restructuring of its worldwide downstream organization and other business units; the company’s ability to sell or dispose of assets or operations as expected; and the effects of changed accounting rules under generally accepted accounting principles promulgated by rule-setting bodies. In addition, such statements could be affected by general domestic and international economic and political conditions. Unpredictable or unknown factors not discussed herein also could have material adverse effects on forward-looking statements.

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CHEVRONTEXACO CORPORATION — FINANCIAL REVIEW
(Millions of Dollars, Except Per-Share Amounts)

CONSOLIDATED STATEMENT OF INCOME
(unaudited)

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CHEVRONTEXACO CORPORATION — FINANCIAL REVIEW
(Millions of Dollars)

SPECIAL ITEMS INCLUDED IN NET INCOME⁽¹⁾
(unaudited)

INCOME FROM CONTINUING OPERATIONS
— BY MAJOR OPERATING AREA
(unaudited)

SELECTED BALANCE SHEET ACCOUNT DATA
(unaudited)

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CHEVRONTEXACO CORPORATION — FINANCIAL REVIEW

CAPITAL AND EXPLORATORY EXPENDITURES⁽¹⁾
(millions of dollars)

OPERATING STATISTICS⁽¹⁾

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