CHEVRON CORP — Director's Dealing 2004

Mar 4, 2004

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: CHEVRONTEXACO CORP (CVX)
CIK: 0000093410
Period of Report: 2004-03-03

Reporting Person: O REILLY DAVID J (Director, Chairman of the Board and CEO)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2004-03-03	Phantom Stock	$	I	1431.06	Acquired		Common Stock (1431.06)	Direct
2004-01-28	LTIP Performance Shares	$0	D	32000	Disposed		Common Stock (32000)	Direct

Footnotes

F1: The shares of phantom stock awarded under the ChevronTexaco Deferred Compensation Plan for Management Employees become payable, in cash or common stock, at the election of the reporting person, upon the reporting person's termination of service.

F2: 1-for-1

F3: Settlement of Performance Shares granted under the ChevronTexaco Corporation Long-Term Incentive Plan following the conclusion of a three-year Performance Period.