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Chevron Canada Funding Co, et al. – ‘424B2’ on 9/6/02

On: Friday, 9/6/02, at 1:56pm ET · Accession #: 898430-2-3370 · File #s: 333-91210, -02

  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

 9/06/02  Chevron Canada Funding Co         424B2                  1:102K                                   Donnelley R R & S… 05/FA
          Chevrontexaco Corp

Prospectus — Rule 424(b)(2)
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 424B2       Prospectus Supplement                                 31    143K

Document Table of Contents

Page	(sequential)	\|	(alphabetic)	Top
			Alternative Formats (Word, et al.) About This Prospectus Chevron Canada Capital Company Chevron Capital Corporation Chevron Capital U.S.A. Inc Chevrontexaco Capital Company Chevrontexaco Corporation ChevronTexaco Funding Corporation Concerning the Trustees Covenants of ChevronTexaco Debt Securities Defeasance and Discharge Definitions applicable to covenants Description of the Indentures Description of the Notes Description of the Securities Events of Default Experts Forward-Looking Statements Governing Law Guarantee Information Incorporated by Reference Legal Opinions Modifications of the Indenture Plan of Distribution Subsidiary Indentures, The Successors to Subsidiary Issuers Taxation The Subsidiary Indentures Underwriting United States Taxation Use of Proceeds Where You Can Find More Information
1	1st Page - Filing Submission
"	Chevrontexaco Capital Company
"	Chevrontexaco Corporation
3	Description of the Notes
8	Taxation
"	United States Taxation
12	Information Incorporated by Reference
13	Where You Can Find More Information
"	Underwriting
16	Legal Opinions
"	Experts
17	Chevron Capital U.S.A. Inc
"	Chevron Capital Corporation
"	Chevron Canada Capital Company
"	ChevronTexaco Funding Corporation
"	Debt Securities
18	About This Prospectus
20	Use of Proceeds
21	Forward-Looking Statements
22	Description of the Securities
23	Description of the Indentures
"	Covenants of ChevronTexaco
25	Definitions applicable to covenants
26	Events of Default
27	Modifications of the Indenture
28	Defeasance and Discharge
"	Governing Law
"	Concerning the Trustees
29	The Subsidiary Indentures
"	Guarantee
"	Successors to Subsidiary Issuers
30	Plan of Distribution

424B2 1st Page of 31 TOC ↑Top Previous Next ↓Bottom Just 1st
 
                        Filed Pursuant to Rule 424(b)(2)
                                    Registration Nos. 333-91210 and 333-91210-02

PROSPECTUS SUPPLEMENT TO PROSPECTUS DATED JULY 3, 2002  

[CHEVRONTEXACO LOGO]                                                            

$2,000,000,000

 CHEVRONTEXACO CAPITAL COMPANY

 3.50% Guaranteed Notes Due 2007

 Unconditionally Guaranteed by

 CHEVRONTEXACO CORPORATION

The notes will mature on September 17, 2007. ChevronTexaco Capital Company
will pay interest on the notes on March 17 and September 17 of each year        
starting on March 17, 2003. ChevronTexaco Capital will have the right to redeem 
the Notes in whole or in part at any time prior to maturity at the redemption   
price described in this prospectus supplement.                                  

The notes will be evidenced by global notes deposited with a custodian for
and registered in the name of a nominee of The Depository Trust Company. Except 
as described in this prospectus supplement, beneficial interests in the global  
notes will be shown on, and transfers thereof will be effected only through,    
records maintained by DTC and its direct and indirect participants, including   
Clearstream Banking, societe anonyme, and the Euroclear System.                 

  The underwriters are offering the notes for sale both inside and outside the
United States.                                                                  

                                                                [Download Table]

                                                                   PROCEEDS TO  
                             PRICE TO          UNDERWRITING        CHEVRONTEXACO
                             PUBLIC(1)         COMMISSIONS         CAPITAL(1)   
                             ---------         ------------        -------------
                                                                                
Per note..............          99.553%               0.35%              99.203%
Total.................  $1,991,060,000          $7,000,000       $1,984,060,000 

--------                                                                        
(1) Plus accrued interest, if any, from September 10, 2002.                     

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES   
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES, OR DETERMINED THAT  
THIS PROSPECTUS SUPPLEMENT OR THE PROSPECTUS TO WHICH IT RELATES IS TRUTHFUL OR 
COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.             

The underwriters have agreed to purchase the notes on a firm commitment   
basis. It is expected that delivery of the notes will be made through the       
facilities of DTC on or about September 10, 2002, in New York, New York.        

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

                                                                [Download Table]
                                                                                
GOLDMAN, SACHS & CO.         LEHMAN BROTHERS                SALOMON SMITH BARNEY

ABN AMRO INCORPORATED                           BANC OF AMERICA SECURITIES LLC  
BLAYLOCK & PARTNERS, L.P.                       JP MORGAN                       
MERRILL LYNCH & CO.                             MORGAN STANLEY                  
MURIEL SIEBERT & CO., INC.                      SCOTIA CAPITAL                  
UTENDAHL CAPITAL PARTNERS, L.P.                 THE WILLIAMS CAPITAL GROUP, L.P.

The date of this prospectus supplement is September 4, 2002.  

424B2 2nd Page of 31 TOC 1st Previous Next ↓Bottom Just 2nd
TABLE OF CONTENTS 

PROSPECTUS SUPPLEMENT 

                                                                [Download Table]

                                                                           PAGE 
                                                                           ---- 
                                                                                
Description of the Notes...................................................  S-3
Taxation...................................................................  S-8
ChevronTexaco Corporation.................................................. S-12
ChevronTexaco Capital Company.............................................. S-12
Information Incorporated by Reference...................................... S-12
Where You Can Find More Information........................................ S-13
Underwriting............................................................... S-13
Legal Opinions............................................................. S-16
Experts.................................................................... S-16

PROSPECTUS  

                                                                [Download Table]
                                                                                
Debt Securities ...........................................................    1
About This Prospectus .....................................................    2
Where You Can Find More Information .......................................    2
Information Incorporated by Reference .....................................    3
ChevronTexaco Corporation .................................................    3
Chevron Capital U.S.A. Inc. ...............................................    4
Chevron Capital Corporation ...............................................    4
Chevron Canada Capital Company ............................................    4
ChevronTexaco Capital Company .............................................    4
ChevronTexaco Funding Corporation .........................................    4
Use of Proceeds ...........................................................    4
Forward-Looking Statements ................................................    5
Description of the Securities .............................................    6
Description of the Indentures .............................................    7
   Covenants of ChevronTexaco .............................................    7
   Events of Default ......................................................   10
   Modifications of the Indenture .........................................   11
   Defeasance and Discharge ...............................................   12
   Governing Law ..........................................................   12
   Concerning the Trustees ................................................   12
   Guarantee ..............................................................   13
   Successors to Subsidiary Issuers........................................   13
Plan of Distribution ......................................................   14
Legal Opinions ............................................................   14
Experts ...................................................................   14

YOU SHOULD RELY ONLY ON THE INFORMATION CONTAINED IN OR INCORPORATED BY   
REFERENCE IN THIS PROSPECTUS SUPPLEMENT AND THE ACCOMPANYING PROSPECTUS.        
CHEVRONTEXACO AND CHEVRONTEXACO CAPITAL HAVE NOT, AND THE UNDERWRITERS HAVE     
NOT, AUTHORIZED ANYONE TO PROVIDE YOU WITH DIFFERENT INFORMATION. THE           
INFORMATION CONTAINED IN THIS PROSPECTUS SUPPLEMENT IS CURRENT ONLY AS TO THE   
DATE APPEARING AT THE BOTTOM OF THE COVER.                                      

 THE NOTES ARE BEING OFFERED GLOBALLY FOR SALE IN THOSE JURISDICTIONS IN THE
UNITED STATES, EUROPE, ASIA AND ELSEWHERE WHERE IT IS LAWFUL TO MAKE SUCH       
OFFERS. THE DISTRIBUTION OF THIS PROSPECTUS SUPPLEMENT AND THE ACCOMPANYING     
PROSPECTUS AND THE OFFERING OF THE NOTES IN SOME JURISDICTIONS MAY BE           
RESTRICTED BY LAW. IF YOU POSSESS THIS PROSPECTUS SUPPLEMENT AND THE            
ACCOMPANYING PROSPECTUS, YOU SHOULD FIND OUT ABOUT AND OBSERVE THESE            
RESTRICTIONS. THIS PROSPECTUS SUPPLEMENT AND THE ACCOMPANYING PROSPECTUS ARE    
NOT AN OFFER TO SELL THESE SECURITIES AND ARE NOT SOLICITING AN OFFER TO BUY    
THESE SECURITIES IN ANY JURISDICTION WHERE THE OFFER OR SALE IS NOT PERMITTED   
OR WHERE THE PERSON MAKING THE OFFER OR SALE IS NOT QUALIFIED TO DO SO OR TO    
ANY PERSON TO WHOM IT IS NOT PERMITTED TO MAKE SUCH OFFER OR SALE. SEE          
"UNDERWRITING" COMMENCING ON PAGE S-13 OF THIS PROSPECTUS SUPPLEMENT FOR MORE   
INFORMATION.                                                                    

S-2 

424B2 3rd Page of 31 TOC 1st Previous Next ↓Bottom Just 3rd
DESCRIPTION OF THE NOTES  

GENERAL                                                                         

   The 3.50% Guaranteed Notes Due 2007 are being issued under an Indenture dated
as of July 15, 2002 among ChevronTexaco Capital, ChevronTexaco, as guarantor,   
and JPMorgan Chase Bank, as trustee. Provisions of the indenture are more fully 
described under "Description of the Indentures," commencing on page 7 of the    
accompanying prospectus. The notes will be originally issued in fully           
registered book-entry form and will be represented by one or more global notes  
registered in the name of The Depository Trust Company, as depository, or its   
nominee. Upon any exchange under the provisions of the indenture of the global  
notes for notes in definitive form, such definitive notes shall be issued in    
authorized denominations of $1,000 or any integral multiple thereof.            

The notes will mature on September 17, 2007. Interest on the notes will   
accrue from September 10, 2002 and will be payable on March 17, 2003 and on     
each March 17 and September 17 thereafter. Interest on each note will be        
computed on the basis of a 360-day year of twelve 30-day months. Payments of    
interest and principal on the notes will be made to the persons in whose name   
the notes are registered on the date which is fifteen days prior to the         
relevant payment date. As long as the notes are in the form of global notes,    
all payments of principal and interest on the notes will be made by the trustee 
to the depository or its nominee in immediately available funds.                

For United States federal income tax purposes, no information will be     
provided to holders of the notes regarding the source of interest on the notes  
(whether from sources within the United States or sources without the United    
States) for any period. ChevronTexaco Capital will treat the interest on the    
notes as interest from sources within the United States for purposes of the     
information reporting and withholding tax rules applicable to payments to       
non-United States persons. Accordingly, non-United States persons generally     
will be required to comply with certain United States tax certification         
requirements in order to prevent application of a 30 percent United States      
withholding tax to payments of interest on the notes. See "Taxation--United     
States Taxation."                                                               

REDEMPTION                                                                      

ChevronTexaco Capital has the option to redeem the notes, in whole or in  
part, at any time at a redemption price equal to the greater of                 

(1) 100% of the principal amount of the notes being redeemed and          

(2) the sum of the present values of the remaining scheduled payments of  
   principal and interest thereon (not including the portion of any such
    payments of interest accrued as of the redemption date), discounted to
     the redemption date on a semiannual basis at the Adjusted Treasury Rate
(as hereinafter defined), plus interest accrued on the notes being
 redeemed to the redemption date. The redemption price is calculated
assuming a 360-day year consisting of twelve 30-day months.       

"Adjusted Treasury Rate" is to be determined on the third business day    
preceding the redemption date and means                                         

(1) the arithmetic mean of the yields under the heading "Week Ending"     
published in the Statistical Release (as hereinafter defined) most
     recently published prior to the date of determination under the caption
     "Treasury Constant Maturities" for the maturity (rounded to the nearest
    month) corresponding to the remaining term, as of the redemption date,
of the notes being redeemed plus                                  

(2) 0.10%.                                                                

S-3 

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If no maturity set forth under such heading exactly corresponds to the    
remaining term of the notes being redeemed, yields for the two published        
maturities most closely corresponding to the remaining term of the notes being  
redeemed will be calculated as described in the preceding sentence, and the     
Adjusted Treasury Rate will be interpolated or extrapolated from such yields on 
a straight-line basis, rounding each of the relevant periods to the nearest     
month.                                                                          

 "Statistical Release" means the statistical release designation "H.15(519)"
or any successor publication which is published weekly by the Federal Reserve   
System and which establishes yields on actively-traded United States government 
securities adjusted to constant maturities, or, if such statistical release is  
not published at the time of any determination under the terms of the notes,    
then such other reasonably comparable index as ChevronTexaco Capital shall      
designate.                                                                      

ChevronTexaco Capital will mail notice of any redemption to each holder of
notes to be redeemed at least 30 days but not more than 60 days before the      
redemption date.                                                                

  Unless ChevronTexaco Capital defaults in payment of the redemption price, on
and after the redemption date, interest will cease to accrue on the notes or    
portions thereof called for redemption.                                         

BOOK-ENTRY SYSTEM                                                               

 The notes will be issued in the form of one or more fully registered global
notes which will be deposited with, or on behalf of, The Depository Trust       
Company and registered in the name of a nominee of DTC. Except as hereinafter   
set forth, the notes will be available for purchase in book-entry form only.    
The term "depository" as used in this prospectus supplement refers to DTC or    
any successor depository.                                                       

  Investors may elect to hold interests in the global notes either through DTC
or through Clearstream Banking, societe anonyme, or Euroclear Bank S.A./N.V.,   
as operator of the Euroclear System if they are participants in such systems,   
or indirectly through organizations which are participants in such systems.     
Clearstream and Euroclear will hold interests on behalf of their participants   
through customers' securities accounts in Clearstream's and Euroclear's names   
on the books of their respective depositaries, which in turn will hold such     
interests in customers' securities accounts in the depositaries' names on the   
books of DTC. Citibank, N.A. will act as depositary for Clearstream and         
JPMorgan Chase Bank will act as depositary for Euroclear.                       

 Neither ChevronTexaco Capital nor the trustee will have any responsibility,
obligation or liability to any participant, to any indirect participant or to   
any beneficial owner with respect to                                            

.   the accuracy of any records maintained by DTC, Cede & Co., any          
participant or any indirect participant,                            

.   the payment by DTC or any participant or indirect participant of any    
amount with respect to the principal of or interest on the notes,   

.   any notice which is permitted or required to be given to registered     
owners of notes under the indenture or                              

 .   any consent given or other action taken by DTC as the registered owner of
     the notes, or by participants as assignees of DTC as the registered owner
of each issue of notes.                                             

Euroclear and Clearstream are indirect participants in DTC.               

S-4 

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The Depository Trust Company                                                

DTC has advised ChevronTexaco Capital as follows: DTC is a limited-purpose
trust company organized under the laws of the State of New York, a member of    
the Federal Reserve System, a "clearing corporation" within the meaning of the  
New York Uniform Commercial Code and a "clearing agency" registered pursuant to 
the provisions of Section 17A of the Securities Exchange Act of 1934, as        
amended. DTC was created to hold securities of persons who have accounts with   
DTC, who are referred to as participants, and to facilitate the clearance and   
settlement of securities transactions among participants in such securities     
through electronic book-entry changes in the accounts of such participants.     
Participants include securities brokers and dealers (including the              
underwriters), banks and trust companies, clearing corporations and certain     
other organizations, some of which (and/or their representatives) own DTC.      
Indirect access to the DTC system is also available to others such as banks,    
brokers, dealers and trust companies that clear through or maintain a custodial 
relationship with a participant, either directly or indirectly, which are       
referred to as indirect participants. Persons who are not participants may      
beneficially own securities held by the depository only through participants or 
indirect participants.                                                          

DTC also advises that pursuant to procedures established by it, upon      
issuance by ChevronTexaco Capital of the notes represented by the global notes, 
DTC or its nominee will credit, on its book-entry registration and transfer     
system, the respective principal amounts of the notes represented by such       
global notes to the accounts of participants. The accounts to be credited will  
be designated by the underwriters. Ownership of beneficial interests in Notes   
represented by the global notes will be limited to participants or persons that 
hold interests through participants. Ownership of such beneficial interests in  
notes will be shown on, and the transfer of that ownership will be effected     
only through, records maintained by the depository (with respect to interests   
of participants), or by participants or persons that may hold interests through 
such participants (with respect to persons other than participants).            

  So long as the depository or its nominee is the registered owner of a global
note, the depository or its nominee, as the case may be, will be considered the 
sole owner or holder of the notes represented thereby for all purposes under    
the indenture. Except as hereinafter provided, owners of beneficial interests   
in the global notes will not be entitled to have the notes represented by a     
global note registered in their names, will not receive or be entitled to       
receive physical delivery of such notes in definitive form and will not be      
considered the owners or holders thereof under the indenture. Unless and until  
a global note is exchanged in whole or in part for individual certificates      
evidencing the notes represented thereby, such global note may not be           
transferred except as a whole by the depository to a nominee of the depository  
or by a nominee of the depository to the depository or another nominee of the   
depository or by the depository or any nominee of the depository to a successor 
depository or any nominee of such successor depository.                         

Payments of principal of and interest on the notes represented by a global
note will be made to the depository or its nominee, as the case may be, as the  
registered owner of the notes. ChevronTexaco Capital has been informed by DTC   
that, with respect to any payment of principal of and interest on the global    
notes, DTC's practice is to credit participants' accounts on the payment date   
therefor with payments in amounts proportionate to their respective beneficial  
interests in the notes represented by the global notes, as shown on the records 
of DTC, unless DTC has reason to believe that it will not receive payment on    
such payment date. Payments by participants to owners of beneficial interests   
in the notes will be governed by standing customer instructions and customary   
practices, as is now the case with securities held for the accounts of          
customers in bearer form or registered in "street name." Such payments will be  
the responsibility of such participants.                                        

Because DTC can only act on behalf of participants, who in turn act on    
behalf of indirect participants and certain banks, the ability of a person      
having a beneficial interest in notes represented by the global notes to pledge 
such interest to persons or entities that do not participate in the DTC system, 
or otherwise take actions in respect of such interest, may be affected by the   
lack of a physical certificate evidencing such interest.                        

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ChevronTexaco Capital will recognize DTC or its nominee as the sole       
registered owner of the notes for all purposes, including notices and consents. 
Conveyance of notices and other communications by DTC to participants, by       
participants to indirect participants, and by participants and indirect         
participants to beneficial owners will be governed by arrangements among them,  
subject to any statutory and regulatory requirements as may be in effect from   
time to time.                                                                   

 So long as the notes are outstanding in the form of global notes registered
in the name of DTC or its nominee Cede & Co.,                                   

 .   all payments of interest on and principal of the notes shall be delivered
only to DTC or Cede & Co.;                                          

 .   all notices delivered by ChevronTexaco Capital or the trustee pursuant to
the indenture shall be delivered only to DTC or Cede & Co. and      

.   all rights of the registered owners of notes under the indenture,       
     including, without limitation, voting rights, rights to approve, waive or
  consent, and rights to transfer and exchange notes, shall be rights of
DTC or Cede & Co.                                                   

  The beneficial owners of the notes must rely on the participants or indirect
participants for timely payments and notices and for otherwise making available 
to the beneficial owner rights of a registered owner. No assurance can be       
provided that in the event of bankruptcy or insolvency of DTC, a participant or 
an indirect participant through which a beneficial owner holds interests in the 
notes, payment will be made by DTC, such participant or such indirect           
participant on a timely basis.                                                  

The rules applicable to DTC are on file with the Securities and Exchange  
Commission, and the procedures of DTC to be followed in dealing with            
participants and indirect participants are on file with DTC.                    

If the depository is at any time unwilling or unable to continue as       
depository and a successor depository is not appointed by ChevronTexaco Capital 
within 90 days, ChevronTexaco Capital will issue individual notes in definitive 
form in exchange for the global notes. In addition, ChevronTexaco Capital may   
at any time and in its sole discretion determine not to have the notes in the   
form of a global security, and, in such event, ChevronTexaco Capital will issue 
individual notes in definitive form in exchange for the global notes. In either 
instance, ChevronTexaco Capital will issue notes in definitive form, equal in   
aggregate principal amount to the global notes, in such names and in such       
principal amounts as the depository shall direct. Notes so issued in definitive 
form will be issued as fully registered notes in denominations of $1,000 or any 
amount in excess thereof which is an integral multiple of $1,000.               

Clearstream Banking, societe anonyme                                            

Clearstream has advised ChevronTexaco Capital that it is incorporated as a
limited liability company under Luxembourg law. Clearstream is owned by Cedel   
International societe anonyme, and Deutsche Borse AG. The shareholders of these 
two entities are banks, securities dealers and financial institutions.          

  Clearstream holds securities for its customers and facilitates the clearance
and settlement of securities transactions between Clearstream customers through 
electronic book-entry changes in accounts of Clearstream customers, thus        
eliminating the need for physical movement of certificates. Clearstream         
provides to its customers, among other things, services for safekeeping,        
administration, clearance and settlement of internationally traded securities,  
securities lending and borrowing and collateral management. Clearstream         
interfaces with domestic markets in a number of countries. Clearstream has      
established an electronic bridge with Euroclear Bank S.A./N.V., the operator of 
the Euroclear System, to facilitate the settlement of trades between            
Clearstream and Euroclear.                                                      

 As a registered bank in Luxembourg, Clearstream is subject to regulation by
the Luxembourg Commission for the Supervision of the Financial Sector.          
Clearstream customers are recognized financial                                  

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institutions around the world, including underwriters, securities brokers and   
dealers, banks, trust companies and clearing corporations. In the United        
States, Clearstream customers are limited to securities brokers and dealers and 
banks, and may include the underwriters for the notes. Other institutions that  
maintain a custodial relationship with a Clearstream customer may obtain        
indirect access to Clearstream. Clearstream is an indirect participant in DTC.  
Distributions with respect to notes held beneficially through Clearstream will  
be credited to cash accounts of Clearstream customers in accordance with its    
rules and procedures, to the extent received by Clearstream.                    

Euroclear System                                                            

The Euroclear System has advised ChevronTexaco Capital that it was created
in 1968 to hold securities for participants of the Euroclear System and to      
clear and settle transactions between Euroclear participants through            
simultaneous electronic book-entry delivery against payment, thus eliminating   
the need for physical movement of certificates and risk from lack of            
simultaneous transfers of securities and cash. The Euroclear System provides    
various other services, including securities lending and borrowing and          
interfaces with domestic markets in several countries generally similar to the  
arrangements for cross-market transfers with DTC described below.               

  The Euroclear System is operated by Euroclear Bank S.A./N.V. (the "Euroclear
Operator"), under contract with Euroclear Clearance System plc, a U.K.          
corporation (the "Euroclear Clearance System"). The Euroclear Operator conducts 
all operations and all Euroclear securities clearance accounts and Euroclear    
cash accounts are accounts with the Euroclear Operator, not the Euroclear       
Clearance System. The Euroclear Clearance System establishes policy for the     
Euroclear System on behalf of Euroclear participants. Euroclear participants    
include banks (including central banks), securities brokers and dealers and     
other professional financial intermediaries and may include the underwriters.   
Indirect access to the Euroclear System is also available to other firms that   
clear through or maintain a custodial relationship with a Euroclear             
participant, either directly or indirectly. Euroclear is an indirect            
participant in DTC.                                                             

  The Euroclear Operator is a Belgian bank. The Belgian Banking Commission and
the National Bank of Belgium regulates and examines the Euroclear Operator.     

The Terms and Conditions Governing Use of Euroclear and the related       
Operating Procedures of the Euroclear System and applicable Belgian law govern  
securities clearance accounts and cash accounts with the Euroclear Operator.    
Specifically, these terms and conditions govern:                                

.   transfers of securities and cash within the Euroclear System;           

.   withdrawals of securities and cash from the Euroclear System; and       

.   receipts of payments with respect to securities in the Euroclear System.

 All securities in the Euroclear System are held on a fungible basis without
attribution of specific certificates to specific securities clearance accounts. 
The Euroclear Operator acts under the terms and conditions only on behalf of    
Euroclear participants, and has no record of or relationship with persons       
holding securities through Euroclear participants. Distributions with respect   
to notes held beneficially through Euroclear will be credited to the cash       
accounts of Euroclear participants in accordance with the Euroclear Terms and   
Conditions, to the extent received by the Euroclear Operator and by Euroclear.  

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CLEARANCE AND SETTLEMENT PROCEDURES                                             

Settlement for the notes will be made by the underwriters in immediately  
available funds.                                                                

DTC, Clearstream and Euroclear, as applicable, have advised ChevronTexaco 
Capital as follows: Secondary trading in the notes between DTC participants     
will trade in DTC's same-day funds settlement system until maturity, and will   
therefore be required by DTC to settle in immediately available funds.          
Secondary market trading between Clearstream participants and/or Euroclear      
participants will occur in the ordinary way in accordance with the applicable   
rules and operating procedures of Clearstream and Euroclear and will be settled 
using the procedures applicable to conventional eurobonds in immediately        
available funds.                                                                

Cross-market transfers between persons holding directly or indirectly     
through DTC on the one hand, and directly or indirectly through Clearstream or  
Euroclear participants, on the other, will be effected in DTC in accordance     
with DTC rules on behalf of the relevant European international clearing system 
by its U.S. depositary. However, a cross-market transfer will require delivery  
of instructions to the relevant European international clearing system, by the  
counterparty in such European international clearing system, in accordance with 
its rules and procedures and within its established deadlines (European time).  
The relevant European international clearing system will, if the transaction    
meets its settlement requirements, deliver instructions to its U.S. depositary  
to take action to effect final settlement on its behalf by delivering or        
receiving notes in DTC and making or receiving payment in accordance with       
normal procedures for same-day funds settlement applicable to DTC. Clearstream  
participants and Euroclear participants may not deliver instructions directly   
to their respective U.S. depositaries.                                          

Because of time-zone differences, credits of notes received in Clearstream
or Euroclear as a result of a transaction with a DTC participant will be made   
during subsequent securities settlement processing and dated the business day   
following the DTC settlement date. Credits or any transactions of the type      
described above settled during subsequent securities settlement processing will 
be reported to the relevant Euroclear or Clearstream participants on the        
business day that the processing occurs. Cash received in Clearstream or        
Euroclear as a result of sales of notes by or through a Clearstream participant 
or a Euroclear participant to a DTC participant will be received with value on  
the DTC settlement date but will be available in the relevant Clearstream or    
Euroclear cash account only as of the business day following settlement in DTC. 

Although DTC, Clearstream and Euroclear have agreed to the foregoing      
procedures in order to facilitate transfers of notes among participants of DTC, 
Clearstream and Euroclear, they are under no obligation to perform or continue  
to perform these procedures. The foregoing procedures may be changed or         
discontinued at any time.                                                       

TAXATION  

UNITED STATES TAXATION                                                          

The following is a summary of the principal United States federal tax     
consequences with respect to the purchase, ownership and disposition of a note. 
For purposes of this discussion, the term "United States holder" refers to a    
holder of a note that is a citizen or resident of the United States, a          
corporation, partnership or other entity created or organized in or under the   
laws of the United States, any estate the income of which is subject to United  
States federal income taxation regardless of its source or a trust if (i) a     
court within the United States is able to exercise primary supervision over the 
administration of the trust and (ii) one or more United States persons have the 
authority to control all substantial decisions of the trust. In addition, the   
term "United States holder" includes a trust which has elected under applicable 
United States Treasury Department regulations to retain its pre-August 20, 1996 
classification as a United States person. The term "non-United States holder"   
refers to a holder of a note that is not a United States holder. This summary   
is based on facts as they exist and laws, regulations, rulings and decisions in 
effect on the date hereof, all of which are subject to change, and is included  
for general information only and                                                

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may not apply to all holders. Prospective purchasers of notes should consult    
their own tax advisors in determining the United States and any other tax       
consequences to them of the purchase, ownership and disposition of notes or     
beneficial interests in notes.                                                  

Source of Interest Income on the Notes                                      

Under current United States federal income tax law, the determination of  
whether interest on the notes constitutes income from sources within the United 
States (domestic source) or from sources without the United States (foreign     
source) will be made annually and will generally depend upon the business and   
operations of ChevronTexaco Capital and certain of its affiliates. As a result, 
ChevronTexaco Capital gives no assurances as to whether interest income on the  
notes is or will be domestic or foreign source for United States federal income 
tax purposes for any particular period and will not be providing holders of the 
notes any information in this regard. Accordingly, prospective purchasers of    
notes for whom the source of interest income on the notes is material are       
strongly urged to consult their tax advisors as to the United States federal    
income tax consequences of investing in the notes.                              

United States Holders                                                       

Interest paid on the notes will be taxable to a United States holder as   
ordinary interest income at the time that such interest is accrued or (actually 
or constructively) received in accordance with the holder's method of           
accounting and in the amount of each payment.                                   

  Upon the sale, exchange or redemption of a note, a United States holder will
recognize a gain or loss, if any, for United States federal income tax purposes 
equal to the difference between the amount of cash and the fair market value of 
any property received (except to the extent attributable to the payment of      
accrued interest, which will be taxable as such) on the sale, exchange or       
redemption and the United States holder's tax basis in the note. Such gain or   
loss generally will be capital gain or loss if the note is a capital asset.     

A backup withholding tax and information reporting requirement are        
applicable to certain non-corporate United States holders with respect to       
payments of principal and interest on, and the proceeds of the sale of, the     
notes unless such United States holder makes certain written certifications and 
provides certain identifying information in accordance with applicable          
requirements or otherwise establishes an exemption. Any amounts withheld under  
the backup withholding rules from a payment to a holder would be allowed as a   
refund or a credit against such United States holder's federal income tax       
provided that the required information is furnished to the United States        
Internal Revenue Service.                                                       

Non-United States Holders                                                   

 ChevronTexaco Capital will treat the interest on the notes as interest from
sources within the United States for purposes of information and withholding    
tax rules applicable to payments to non-United States holders. Accordingly,     
non-United States holders who do not satisfy the certification requirements     
described below will be subject to a 30 percent United States withholding tax.  

Under present United States federal income and estate tax law, and subject
to the discussion of backup withholding below:                                  

     (i) payments of principal and interest by ChevronTexaco Capital or any of
  its paying agents to any holder of a note that is a non-United States holder
  will not be subject to United States federal withholding tax if, in the case
of interest, either the interest is foreign source or (a) the beneficial  
  owner of the note does not actually or constructively own 10% or more of the
total combined voting power of all classes of stock of ChevronTexaco      
entitled to vote, (b) the beneficial owner of the note is not a controlled
  foreign corporation that is related to ChevronTexaco through stock ownership
and (c) either (A) the beneficial owner of the note certifies to          
ChevronTexaco Capital or its agent, under penalties of perjury, that it is
not a United States holder and provides its name and address (generally on
Internal                                                                  

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  Revenue Service Form W-8BEN) or (B) a securities clearing organization, bank
or other financial institution that holds customers' securities in the    
ordinary course of its trade or business (a "financial institution") and  
holds the note certifies to ChevronTexaco Capital or its agent under      
penalties of perjury that the certification described in (c)(A) above has 
 been received from the beneficial owner by it or by a financial institution
between it and the beneficial owner and furnishes ChevronTexaco Capital or
its agent with a copy thereof;                                            

   (ii) a non-United States holder of a note will not be subject to United
States federal income tax on any gain realized on the sale, exchange or   
redemption of a note unless the gain is effectively connected with the    
holder's trade or business in the United States or, in the case of an     
 individual, the holder is present in the United States for 183 days or more
in the taxable year in which the sale, exchange or redemption occurs and  
certain other conditions are met; and                                     

(iii) a note held by an individual who at death is not a citizen or 
resident of the United States will not be includible in the individual's  
gross estate for purposes of the United States federal estate tax as a    
result of the individual's death if at the time of such death either      
  interest income on the note was foreign source or (a) the individual did not
actually or constructively own 10% or more of the total combined voting   
 power of all classes of stock of ChevronTexaco entitled to vote and (b) the
income on the note would not have been effectively connected with a United
States trade or business of the individual.                               

In certain circumstances, United States Treasury Department regulations   
provide alternative methods for satisfying the certification requirement        
described in clause (i)(c) above, including circumstances involving payments to 
"qualified intermediaries." These regulations also generally require, in the    
case of notes held by a foreign partnership, that (x) the certification         
described in clause (i)(c)(A) above be provided by the partners rather than by  
the foreign partnership and (y) the partnership provide certain information     
including in some circumstances a United States taxpayer identification number. 
A look- through rule applies in the case of tiered partnerships.                

  If a non-United States holder of a note is engaged in a trade or business in
the United States, and if interest on the note (or gain realized on its sale,   
exchange or other disposition) is effectively connected with the conduct of     
such trade or business, the non-United States holder, although it may be exempt 
from the withholding tax discussed in the preceding paragraphs, will be subject 
to regular United States federal income tax on such effectively connected       
income, generally in the same manner as if it were a United States holder. In   
lieu of the certificate described in the clause (i)(c) above, such a non-United 
States holder will be required to provide to ChevronTexaco Capital or its agent 
a properly executed Internal Revenue Service Form W-8ECI, or other successor    
form, to claim an exemption from withholding tax. In addition, if the           
non-United States holder is a foreign corporation, it may be subject to a 30%   
branch profits tax (unless reduced or eliminated by an applicable treaty) on    
its earnings and profits for the taxable year attributable to its effectively   
connected income, subject to certain adjustments.                               

Under current law, information reporting on Internal Revenue Service Form 
1099 and backup withholding will not apply to payments of principal and         
interest made by ChevronTexaco Capital or a paying agent to a non-United States 
holder on a note provided the certification described in clause (i)(c) above is 
received and provided further that the payor does not have actual knowledge     
that the holder is a United States person. ChevronTexaco Capital or a paying    
agent, however, may report (on Internal Revenue Service Form 1042S, or other    
successor form) payments of interest on the notes.                              

In general, payment of the proceeds from the sale of notes to or through a
United States office of a broker is subject to both United States backup        
withholding and information reporting unless the holder or beneficial owner     
certifies its non-United States status under penalties of perjury or otherwise  
establishes an exemption. Payments of the proceeds from the sale by a           
non-United States holder of a note made to or through a foreign office of a     
broker will not be subject to backup withholding. However, United States        
information reporting requirements (but not backup withholding) will apply to a 
payment made outside the United States of the proceeds of a sale of a note      
through an office outside the United States of a broker                         

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(i) that is a United States person, (ii) that derives 50% or more of its gross  
income for a specified three year period from the conduct of a trade or         
business in the United States, (iii) that is a "controlled foreign corporation" 
as to the United States or (iv) that is a foreign partnership, if at any time   
during its tax year, one or more of its partners are United States persons (as  
defined in United States Treasury Department regulations) who in the aggregate  
hold more than 50% of the income or capital interest in the partnership or if,  
at any time during its tax year, such foreign partnership is engaged in a       
United States trade or business, unless the broker has documentary evidence in  
its files that the holder or beneficial owner is a non-United States person or  
the holder or beneficial owner otherwise establishes an exemption.              

Canadian Taxation                                                               

In the opinion of Osler, Hoskin & Harcourt LLP, Canadian counsel to       
ChevronTexaco Capital, the following is a summary of the principal Canadian     
federal income tax considerations generally applicable to prospective           
purchasers pursuant to this offering who, at all relevant times, for the        
purposes of the Income Tax Act (Canada) (the "Canadian Tax Act") and any        
applicable income tax treaty or convention are not resident in Canada or deemed 
to be resident in Canada, hold notes as capital property, deal at arm's length  
with ChevronTexaco Capital, do not use or hold, and are not deemed to use or    
hold, notes in connection with a trade or business carried on, or deemed to be  
carried on, in Canada and, in the case of insurers, will not carry on an        
insurance business in Canada with which such notes are effectively connected or 
in respect of which the notes would be designated insurance property for the    
purposes of the Canadian Tax Act (each of which is referred to as a "holder"    
for the purposes of this discussion).                                           

This summary is based upon the current provisions of the Canadian Tax Act 
and Regulations thereunder and on counsel's understanding of the current        
published administrative and assessing practices and policies of the Canada     
Customs and Revenue Agency. This summary takes into account specific proposals  
to amend the Canadian Tax Act and the Regulations thereunder publicly announced 
by or on behalf of the Minister of Finance prior to the date hereof. This       
summary is not exhaustive of all Canadian federal income tax considerations     
and, except as mentioned above, does not take into account or anticipate        
possible changes in the law or in administrative or assessing practices and     
policies whether by legislative, regulatory, administrative or judicial action. 
This summary does not take into account foreign (i.e., non-Canadian) tax        
considerations or Canadian provincial or territorial tax considerations which   
may vary from the Canadian federal income tax considerations described herein.  

This summary is of a general nature only and is not intended to be, and   
should not be construed to be, legal or tax advice to any particular holder and 
no representation is made with respect to the Canadian tax consequences to any  
particular holder. Accordingly, prospective purchasers should consult their own 
tax advisors with respect to the Canadian tax considerations relevant to them,  
having regard to their particular circumstances.                                

Under the Canadian Tax Act, interest, premium or principal payable on the 
notes to the holders will be exempt from non-resident withholding tax. No other 
taxes on income (including taxable capital gains) will be payable under the     
Canadian Tax Act in respect of the acquisition, holding, redemption or          
disposition of the notes, or the receipt of interest, premium or principal      
thereon by a holder solely as a consequence of such acquisition, holding,       
redemption or disposition of the notes.                                         

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CHEVRONTEXACO CORPORATION 

ChevronTexaco Corporation, a Delaware corporation, manages its investments
in subsidiaries and affiliates, and provides administrative, financial and      
management support to, U.S. and foreign subsidiaries that engage in fully       
integrated petroleum operations, chemicals operations, coal mining, power and   
energy services. The company operates in the United States and approximately    
180 other countries. Petroleum operations consist of exploring for, developing  
and producing crude oil and natural gas; refining crude oil into finished       
petroleum products; marketing crude oil, natural gas and the many products      
derived from petroleum; and transporting crude oil, natural gas and petroleum   
products by pipelines, marine vessels, motor equipment and rail car. Chemicals  
operations include the manufacture and marketing, by an affiliate, of commodity 
petrochemicals and plastics for industrial uses, and the manufacture and        
marketing, by a consolidated subsidiary, of fuel and lubricating oil additives. 

ChevronTexaco's executive offices are located at 575 Market Street, San   
Francisco, California 94105 (telephone: (415) 894-7700).                        

CHEVRONTEXACO CAPITAL COMPANY 

ChevronTexaco Capital Company, an unlimited liability company incorporated
in May 2002 under the laws of Nova Scotia, Canada, is an indirect wholly owned  
subsidiary of ChevronTexaco. Its principal executive offices are located at 500 
5th Avenue S.W., Calgary, Alberta T2P OL7 (telephone (403) 234-5000). Its       
business activities consist primarily of providing funds to non-U.S. affiliates 
of ChevronTexaco for general corporate purposes.                                

INFORMATION INCORPORATED BY REFERENCE 

 The Commission allows ChevronTexaco to "incorporate by reference" into this
prospectus the information in documents that ChevronTexaco files with it. This  
means that ChevronTexaco can disclose important information to you by referring 
you to other documents which it has filed separately with the Commission. The   
information incorporated by reference is an important part of this prospectus,  
and the information that ChevronTexaco files with the Commission after the date 
hereof will automatically update and may supercede this information.            
ChevronTexaco incorporates by reference the documents listed below and any      
future filings which ChevronTexaco makes with the Commission under sections     
13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended,   
until the termination of the offering of securities by this prospectus.         

(a) ChevronTexaco's Annual Report on Form 10-K for the year ended December
31, 2001.                                                         

(b) ChevronTexaco's Quarterly Reports on Form 10-Q for the quarters ended 
March 31, 2002 and June 30, 2002.                                 

(c) ChevronTexaco's Current Reports on Form 8-K filed August 7, 2002 and  
September 3, 2002.                                                

  Upon written or oral request, ChevronTexaco will provide, without charge, to
each person to whom a copy of this prospectus has been delivered, a copy of any 
or all of the documents described above which have been or may be incorporated  
by reference in this prospectus but not delivered with this prospectus.         
Requests for copies should be directed to:                                      

ChevronTexaco Corporation                                                 
6001 Bollinger Canyon Rd., Building E                                     
San Ramon, California 94583                                               
Attention: Corporate Finance                                              
Telephone: (925) 842-8049                                                 

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WHERE YOU CAN FIND MORE INFORMATION 

 ChevronTexaco files annual, quarterly and special reports, proxy statements
and other information with the Commission. ChevronTexaco's filings are also     
available to the public over the Internet at its web site                       
(www.chevrontexaco.com) or at the Commission's website (www.sec.gov). Copies of 
all such reports, proxy statements and other documents are also available at    
the Commission's public reference room at 450 Fifth Street, N.W., Washington,   
D.C. 20549. You may obtain information on the operation of the Commission's     
public reference room by calling the Commission at (800) SEC-0330.              
ChevronTexaco is not required to, and does not, provide annual reports to       
holders of its debt securities unless specifically requested to do so.          

ChevronTexaco has filed a registration statement on Form S-3 with the     
Commission under the Securities Act of 1933, as amended, relating to the        
securities offered by this prospectus. This prospectus does not contain all of  
the information set forth in the registration statement. Some information has   
been omitted in accordance with the rules and regulations of the Commission.    
For further information, please refer to the registration statement and the     
exhibits and schedules filed with it.                                           

UNDERWRITING  

 Under the terms and subject to the conditions contained in the underwriting
agreement, ChevronTexaco Capital has agreed to sell to the underwriters named   
below, for whom Goldman, Sachs & Co., Lehman Brothers Inc. and Salomon Smith    
Barney Inc. are acting as representatives, and each of them has agreed to       
purchase the principal amount of the notes set forth opposite its name at a     
purchase price equal to 99.203% of their principal amount.                      

                                                                [Download Table]

                                                                    PRINCIPAL   
UNDERWRITERS                                                     AMOUNT OF NOTES
------------                                                     ---------------
                                                                                
Goldman, Sachs & Co............................................. $  600,000,000 
Lehman Brothers Inc.............................................    600,000,000 
Salomon Smith Barney Inc. ......................................    300,000,000 
ABN AMRO Incorporated ..........................................     50,000,000 
Banc of America Securities LLC .................................     50,000,000 
Blaylock & Partners, L.P. ......................................     50,000,000 
J.P. Morgan Securities Inc. ....................................     50,000,000 
Merrill Lynch, Pierce, Fenner & Smith Incorporated .............     50,000,000 
Morgan Stanley & Co. Incorporated ..............................     50,000,000 
Scotia Capital (USA) Inc. ......................................     50,000,000 
Muriel Siebert & Co., Inc. .....................................     50,000,000 
Utendahl Capital Partners, L.P. ................................     50,000,000 
The Williams Capital Group, L.P. ...............................     50,000,000 
                                                                 -------------- 
     Total...................................................... $2,000,000,000 
                                                                 ============== 

The underwriting agreement provides that the underwriters are obligated to
purchase and pay for all of the notes if any are purchased. The underwriting    
agreement also provides that if an underwriter defaults, the purchase           
commitments of the non-defaulting underwriters may be increased or the offering 
of the notes may be terminated.                                                 

Goldman, Sachs & Co. has agreed to purchase, and will receive the     
underwriting commissions and selling concessions in respect of, any portion of  
Utendahl Capital Partners, L.P.'s underwriting allotment that Utendahl Capital  
Partners, L.P. is unable to sell.                                               

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ChevronTexaco Capital has been advised by the underwriters that they  
propose to offer the notes initially in part directly to the public at the      
public offering price set forth on the cover page of this prospectus supplement 
The underwriters may also offer notes to dealers at that price less concessions 
not in excess of 0.20% of the principal amount of the notes. The underwriters   
may allow, and these dealers may reallow, a concession to other dealers not in  
excess of 0.125% of the principal amount of the notes. After the initial public 
offering of the notes is completed, the public offering prices and these        
concessions may change.                                                         

     The notes are a new issue of securities with no established trading market.
ChevronTexaco Capital has been advised by the underwriters that one or more of  
the underwriters intend to make a secondary market in the notes, however, they  
are not obligated to do so and may discontinue secondary market making for the  
notes at any time without notice. No assurance can be given as to the liquidity 
of the trading market for the notes. ChevronTexaco Capital has no intention to  
list the notes on any securities exchange.                                      

ChevronTexaco and ChevronTexaco Capital have agreed to indemnify the  
several underwriters against certain liabilities, including liabilities under   
the Securities Act of 1933, as amended, or to contribute to payments which the  
several underwriters may be required to make in respect of such liabilities.    

    Certain of the underwriters have in the past and may in the future provide
investment and commercial banking and other related services to ChevronTexaco,  
ChevronTexaco Capital and its affiliated companies in the ordinary course of    
business for which such underwriters have received or may receive customary fees
and reimbursement of their out-of-pocket expenses.                              

   ChevronTexaco and ChevronTexaco Capital estimate that their out-of-pocket
expenses for this offering, excluding underwriter commissions, will not exceed  
$350,000.                                                                       

In connection with the offering, the representatives, on behalf of the
underwriters, may purchase and sell notes in the open market. These transactions
may include over-allotment, syndicate covering transactions and stabilizing     
transactions.                                                                   

..   Over-allotment involves syndicate sales of notes in excess of the principal
    amount of notes to be purchased by the underwriters in the offering, which
creates a syndicate short position.                                   

..    Syndicate covering transactions involve purchases of the notes in the open
market after the distribution has been completed in order to cover    
syndicate short positions.                                            

..   Stabilizing transactions consist of certain bids or purchases of notes made
     for the purpose of preventing or retarding a decline in the market price of
the notes while the offering is in progress.                          

The representatives, on behalf of the underwriters, may also impose a 
penalty bid. Penalty bids permit the representative to reclaim a selling        
concession from a syndicate member when the representative, in covering         
syndicate short positions or making stabilizing purchases, repurchases notes    
originally sold by that syndicate member.                                       

    Any of these activities may cause the price of the notes to be higher than
the price that otherwise would exist in the open market in the absence of such  
transactions. These transactions may be effected in the over-the-counter market 
or otherwise, and, if commenced, may be discontinued at any time.               

  The notes are offered for sale in the United States and in jurisdictions
outside the United States, subject to applicable law.                           

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 Each of the underwriters has agreed that it will not offer, sell or deliver
any of the notes in any jurisdiction outside the United States except under     
circumstances that will result in compliance with the applicable laws thereof,  
and that it will take at its own expense whatever action is required to permit  
its purchase and resale of the notes in such jurisdiction. Each underwriter     
understands that no action has been taken to permit a public offering in any    
jurisdiction outside the United States where action would be required for such  
purpose. Each underwriter has agreed not to cause any advertisement of the      
notes to be published in any newspaper or periodical or posted in any public    
place and not to issue any circular relating to the notes, except in any such   
case with the prior written consent of ChevronTexaco Capital and the            
representatives, and then only at its own risk and expense.                     

 You may be required to pay stamp taxes and other charges in accordance with
the laws and practices of the country in which you purchase the notes. These    
taxes and charges are in addition to the public offering price set forth on the 
cover page of this prospectus supplement.                                       

Each Underwriter has represented and agreed that:                         

.   it has not offered or sold and prior to the date six months after the     
 date of issue of the notes, will not offer or sell any notes to persons
   in the United Kingdom except to persons whose ordinary activities involve
them in acquiring, holding, managing or disposing of investments (as  
  principal or agent) for the purposes of their businesses or otherwise in
  circumstances which have not resulted and will not result in an offer to
     the public in the United Kingdom within the meaning of the Public Offers of
Securities Regulations 1995;                                          

..    it has complied and will comply with all the applicable provisions of the 
   Financial Services and Markets Act 2000 ("FSMA") with respect to anything
 done by it in relation to the notes in, from or otherwise involving the
United Kingdom; and                                                   

..    it has only communicated or caused to be communicated and will only       
 communicate or cause to be communicated any invitation or inducement to
engage in investment activity (within the meaning of section 21 of the
FSMA) received by it in connection with the issue or sale of notes in 
circumstances in which section 21(1) of the FSMA does not apply to    
ChevronTexaco or ChevronTexaco Capital.                               

  Each underwriter has represented and agreed that it has not, directly or
indirectly, offered or sold and will not, directly or indirectly, offer or sell 
in The Netherlands any notes with a denomination of less than (Euro)50,000 (or  
its foreign currency equivalent) other than to persons who trade or invest in   
securities in the conduct of a profession or business (which includes banks,    
stockbrokers, insurance companies, pension funds, other institutional investors 
and finance companies and treasury departments of large enterprises) unless one 
of the other exemptions or exceptions to the prohibition contained in Article 3 
of the Dutch Securities Transactions Supervision Act 1995 (Wet toezicht         
effectenverkeer 1995) is applicable and the conditions attached to such         
exemption or exception are complied with.                                       

   We expect that delivery of the notes will be made against payment for the
notes on or about September 10, 2002, which will be the fourth business day     
following the date of pricing of the notes (such settlement cycle being referred
to herein as "T+4). Pursuant to Rule 15c6-1 under the Securities Exchange Act of
1934, as amended, trades in the secondary market generally are required to      
settle in three business days, unless the parties to any trade expressly agree  
otherwise. Accordingly, purchasers who wish to trade the notes on the date of   
pricing or the next three succeeding business days will be required, by virtue  
of the fact that the notes initially will settle T+4, to specify an alternate   
settlement cycle at the time of any trade to prevent a failed settlement.       
Purchasers of the notes who wish to trade the notes on the date of pricing or   
the next three succeeding business days should consult their own advisor.       

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LEGAL OPINIONS      

    The validity of the notes will be passed upon for ChevronTexaco Capital by
Stewart McKelvey Stirling Scales, as Nova Scotia counsel to ChevronTexaco       
Capital and by Pillsbury Winthrop LLP, as U.S. counsel to ChevronTexaco Capital.
The validity of the Guaranty will be passed upon for ChevronTexaco by Pillsbury 
Winthrop LLP, as counsel to ChevronTexaco. Certain Canadian tax matters will be 
passed upon for ChevronTexaco Capital by Osler, Hoskin & Harcourt LLP. Certain  
legal matters will be passed upon for the underwriters by Cleary, Gottlieb,     
Steen & Hamilton.                                                               

EXPERTS       

     The consolidated financial statements of ChevronTexaco incorporated in this
prospectus by reference to the Annual Report on Form 10-K for the year ended    
December 31, 2001, have been so incorporated in reliance on the report of       
PricewaterhouseCoopers LLP, independent accountants, given on the authority of  
said firm as experts in auditing and accounting, except as they relate to Texaco
Inc. as of and for the two years in the period ended December 31, 2000, which   
were audited by Arthur Andersen LLP.                                            

    Arthur Andersen LLP has not consented to the incorporation by reference of
their report on the financial statements of Texaco Inc. for the two years in the
period ended December 31, 2000 in this prospectus, and we have dispensed with   
the requirement to file their consent in reliance upon Rule 437a of the         
Securities Act of 1933. Because Arthur Andersen LLP has not consented to the    
incorporation by reference of their report in this prospectus, you will not be  
able to recover against Arthur Andersen LLP under Section 11 of the Securities  
Act of 1933 for any untrue statements of a material fact contained in the       
financial statements audited by Arthur Andersen LLP or any omissions to state a 
material fact required to be stated therein.                                    

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PROSPECTUS                                                                      

$4,000,000,000  

CHEVRONTEXACO CORPORATION 

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

CHEVRON CAPITAL U.S.A. INC. 

CHEVRON CAPITAL CORPORATION 

CHEVRON CANADA CAPITAL COMPANY  

CHEVRONTEXACO CAPITAL COMPANY 

CHEVRONTEXACO FUNDING CORPORATION 

UNCONDITIONALLY GUARANTEED BY 

CHEVRONTEXACO CORPORATION 

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

DEBT SECURITIES 

Any of ChevronTexaco Corporation, Chevron Capital U.S.A. Inc., Chevron    
Capital Corporation, Chevron Canada Capital Company, ChevronTexaco Capital      
Company or ChevronTexaco Funding Corporation may offer from time to time debt   
securities up to an amount resulting in aggregate proceeds of $4,000,000,000,   
or an equivalent amount if the securities are denominated in another currency.  
Market conditions at the time of sale will determine the terms of any           
securities offered.                                                             

Securities offered by Chevron Capital U.S.A. Inc., Chevron Capital        
Corporation, Chevron Canada Capital Company, ChevronTexaco Capital Company or   
ChevronTexaco Funding Corporation, which are referred to collectively in this   
prospectus as the subsidiary issuers, will be unconditionally guaranteed by     
ChevronTexaco.                                                                  

ChevronTexaco or any subsidiary issuer may issue securities in one or more
series with the same or various maturities, at par, at a premium or with an     
original issue discount. The securities may be offered through underwriters or  
agents, or directly to investors or dealers. At the issuer's option and as      
described in the relevant prospectus supplement, the securities may be          
denominated in U.S. dollars or in any other currency.                           

This prospectus describes generally the terms of the securities. A        
supplement or supplements to this prospectus will describe the specific terms   
of each issuance of securities. If any offering involves underwriters, dealers  
or agents, arrangements with them will be described in the prospectus           
supplement that relates to that offering.                                       

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

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES   
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF     
THIS PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS  
A CRIMINAL OFFENSE.                                                             

The date of this prospectus is July 3, 2002.  

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ABOUT THIS PROSPECTUS 

This prospectus is part of a "shelf" registration statement that          
ChevronTexaco and the subsidiary issuers have filed with the United States      
Securities and Exchange Commission. By using a shelf registration statement,    
ChevronTexaco or any subsidiary issuer may sell debt securities in one or more  
offerings up to a total dollar amount of $4,000,000,000. This prospectus only   
provides a general description of the securities that may be offered. Each time 
ChevronTexaco or a subsidiary issuer sells securities under the shelf           
registration, a supplement to this prospectus containing specific information   
about the terms of the securities will be provided. Any prospectus supplement   
may also add, update or change information contained in this prospectus. Before 
purchasing any securities, you should read carefully both this prospectus and   
any supplement, together with the additional information described under the    
heading "Where You Can Find More Information."                                  

WHERE YOU CAN FIND MORE INFORMATION 

 ChevronTexaco files annual, quarterly and special reports, proxy statements
and other information with the Commission. ChevronTexaco's filings are also     
available to the public over the Internet at its web site                       
(www.chevrontexaco.com) or at the Commission's website (www.sec.gov). Copies of 
all such reports, proxy statements and other documents are also available at    
the Commission's public reference room at 450 Fifth Street, N.W., Washington,   
D.C. 20549. You may obtain information on the operation of the Commission's     
public reference room by calling the Commission at (800) SEC-0330.              
ChevronTexaco is not required to, and does not, provide annual reports to       
holders of its debt securities unless specifically requested to do so.          

ChevronTexaco has filed a registration statement on Form S-3 with the     
Commission under the Securities Act of 1933, as amended, relating to the        
securities offered by this prospectus. This prospectus does not contain all of  
the information set forth in the registration statement. Some information has   
been omitted in accordance with the rules and regulations of the Commission.    
For further information, please refer to the registration statement and the     
exhibits and schedules filed with it.                                           

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INFORMATION INCORPORATED BY REFERENCE 

 The Commission allows ChevronTexaco to "incorporate by reference" into this
prospectus the information in documents that ChevronTexaco files with it. This  
means that ChevronTexaco can disclose important information to you by referring 
you to other documents which it has filed separately with the Commission. The   
information incorporated by reference is an important part of this prospectus,  
and the information that ChevronTexaco files with the Commission after the date 
hereof will automatically update and may supercede this information.            
ChevronTexaco incorporates by reference the documents listed below and any      
future filings which ChevronTexaco makes with the Commission under sections     
13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended,   
until the termination of the offering of securities by this prospectus.         

(a) ChevronTexaco's Annual Report on Form 10-K for the year ended December
31, 2001.                                                         

(b) ChevronTexaco's Quarterly Report on Form 10-Q for the quarter ended   
March 31, 2002.                                                   

  Upon written or oral request, ChevronTexaco will provide, without charge, to
each person to whom a copy of this prospectus has been delivered, a copy of any 
or all of the documents described above which have been or may be incorporated  
by reference in this prospectus but not delivered with this prospectus.         
Requests for copies should be directed to:                                      

ChevronTexaco Corporation                                   
6001 Bollinger Canyon Rd., Building E                       
San Ramon, California 94583                                 
Attention: Corporate Finance                                
Telephone: (925) 842-8049                                   

CHEVRONTEXACO CORPORATION 

ChevronTexaco Corporation, a Delaware corporation, manages its investments
in subsidiaries and affiliates, and provides administrative, financial and      
management support to, U.S. and foreign subsidiaries that engage in fully       
integrated petroleum operations, chemicals operations, coal mining, power and   
energy services. The company operates in the United States and approximately    
180 other countries. Petroleum operations consist of exploring for, developing  
and producing crude oil and natural gas; refining crude oil into finished       
petroleum products; marketing crude oil, natural gas and the many products      
derived from petroleum; and transporting crude oil, natural gas and petroleum   
products by pipelines, marine vessels, motor equipment and rail car. Chemicals  
operations include the manufacture and marketing, by an affiliate, of commodity 
petrochemicals and plastics for industrial uses, and the manufacture and        
marketing, by a consolidated subsidiary, of fuel and lubricating oil additives. 

ChevronTexaco's executive offices are located at 575 Market Street, San   
Francisco, California 94105 (telephone: (415) 894-7700).                        

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CHEVRON CAPITAL U.S.A. INC. 

Chevron Capital U.S.A. Inc. is an indirect wholly owned subsidiary of     
ChevronTexaco, incorporated on July 16, 1984 and organized under the laws of    
the state of Delaware. Its principal executive offices are located at 575       
Market Street, San Francisco, California 94105 (telephone (415) 894-7700). Its  
business activities consist primarily of providing funds to ChevronTexaco for   
general corporate purposes.                                                     

CHEVRON CAPITAL CORPORATION 

Chevron Capital Corporation is a direct wholly owned subsidiary of        
ChevronTexaco, incorporated on April 29, 1999 and organized under the laws of   
the state of Delaware. Its principal executive offices are located at 575       
Market Street, San Francisco, California 94105 (telephone (415) 894-7700). Its  
business activities consist primarily of providing funds to ChevronTexaco for   
general corporate purposes.                                                     

CHEVRON CANADA CAPITAL COMPANY  

Chevron Canada Capital Company is an indirect wholly owned subsidiary of  
ChevronTexaco, incorporated on November 5, 1999 and organized under the laws of 
Nova Scotia, Canada. Its principal executive offices are located at 500 5th     
Avenue S.W., Calgary, Alberta T2P OL7 (telephone (403) 234-5000). Its business  
activities consist primarily of providing funds to non-U.S. affiliates of       
ChevronTexaco for general corporate purposes.                                   

CHEVRONTEXACO CAPITAL COMPANY 

ChevronTexaco Capital Company is an indirect wholly owned subsidiary of   
ChevronTexaco, incorporated on May 7, 2002 and organized under the laws of Nova 
Scotia, Canada. Its principal executive offices are located at 500 5th Avenue   
S.W., Calgary, Alberta T2P OL7 (telephone (403) 234-5000). Its business         
activities consist primarily of providing funds to non-U.S. affiliates of       
ChevronTexaco for general corporate purposes.                                   

CHEVRONTEXACO FUNDING CORPORATION 

 ChevronTexaco Funding Corporation is an indirect wholly owned subsidiary of
ChevronTexaco, incorporated on June 11, 2002 and organized under the laws of    
the state of Delaware. Its principal executive offices are located at 575       
Market Street, San Francisco, California 94105 (telephone (415) 894-7700). Its  
business activities consist primarily of providing funds to non-U.S. affiliates 
of ChevronTexaco for general corporate purposes.                                

USE OF PROCEEDS 

  Except as any accompanying prospectus supplement may state, the net proceeds
from the sale of securities will be used for general corporate purposes,        
including refinancing a portion of the existing commercial paper borrowings or  
long-term or short-term debt of ChevronTexaco or its subsidiaries, or financing 
capital programs.                                                               

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FORWARD-LOOKING STATEMENTS  

This prospectus and any accompanying prospectus supplement contains or    
incorporates by reference forward-looking statements that have been made        
pursuant to the provisions of the Private Securities Litigation Reform Act of   
1995. These forward-looking statements are not historical facts, but rather are 
based on current expectations, estimates and projections. Words such as         
"anticipates," "expects," "intends," "plans," "believes," "seeks," "estimates"  
and similar expressions are intended to identify forward-looking statements.    
These statements are not guarantees of future performance and are subject to    
risks, uncertainties and other factors, some of which are beyond the control of 
ChevronTexaco and the subsidiary issuers are difficult to predict and could     
cause actual results to differ materially from those expressed or forecasted in 
the forward-looking statements. You should not place undue reliance on these    
forward-looking statements, which speak only as of the date of this prospectus  
or the prospectus supplement containing the forward-looking statements. Neither 
ChevronTexaco nor any subsidiary issuer is obligated to update these statements 
or publicly release the result of any revision to them to reflect events or     
circumstances after the date of this prospectus or the applicable prospectus    
supplement, or to reflect the occurrence of unanticipated events.               

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DESCRIPTION OF THE SECURITIES 

  THE FOLLOWING IS A GENERAL DESCRIPTION OF THE SECURITIES THAT MAY BE OFFERED
BY THIS PROSPECTUS. THIS SUMMARY IS NOT MEANT TO BE A COMPLETE DESCRIPTION OF   
THE SECURITIES. THE ACCOMPANYING PROSPECTUS SUPPLEMENT WILL CONTAIN THE         
MATERIAL TERMS AND CONDITIONS OF THE SECURITIES DESCRIBED IN THIS PROSPECTUS.   

Each series of securities will be issued under one of the following       
indentures:                                                                     

.   Indenture, dated as of June 15, 1995, as supplemented by the First      
Supplemental Indenture dated October 13, 1999, each being between   
ChevronTexaco and JPMorgan Chase Bank, as trustee.                  

.   Indenture, dated as of May 15, 1987, as supplemented by the First       
Supplemental Indenture dated as of August 1, 1994, each being among 
 ChevronTexaco, as guarantor, Chevron Capital U.S.A. Inc. and JPMorgan
Chase Bank, as trustee.                                             

.   Indenture to be entered into among ChevronTexaco, as guarantor, Chevron 
Capital Corporation and JPMorgan Chase Bank, as trustee.            

.   Indenture to be entered into among ChevronTexaco, as guarantor, Chevron 
Canada Capital Company and a trustee to be named.                   

.   Indenture to be entered into among ChevronTexaco, as guarantor,         
ChevronTexaco Capital Company and JPMorgan Chase Bank, as trustee.  

.   Indenture to be entered into among ChevronTexaco, as guarantor,         
ChevronTexaco Funding Corporation and a trustee to be named.        

Each indenture provides for the issuance of securities without limitation as to 
aggregate principal amount. See "Description of the Indentures," below.         

 For each series of securities, the following terms will be described in the
prospectus supplement applicable to that series:                                

.   the identity of the issuer and the applicable indenture;                

.   the designation of the series of securities;                            

.   the aggregate principal amount of the series of securities;             

.   the stated maturity or maturities for payment of principal of the series
of securities;                                                      

.   any sinking fund or analogous provisions;                               

.   the rate or rates at which the series of securities bears interest, the 
     method of calculating the interest rate or rates and the interest payment
dates for the series;                                               

.   the currencies in which principal of and interest and any premium on the
series of securities will be payable, if other than U.S. dollars;   

.   the redemption date or dates, if any, and the redemption price or prices
    and other applicable redemption provisions for the series of securities;

.   whether the series will be issued as one or more global securities, and 
if so, the depository for the securities;                           

.   if not issued as global securities, the denominations in which the      
     securities of the series will be issuable, if other than denominations of
$1,000 and integral multiples of $1,000;                            

.   the date from which interest on the series of securities will accrue;   

.   the basis upon which interest on the series of securities will be       
computed, if other than a 360-day year of twelve 30-day months;     

.   if other than the principal amount of the series of securities, the     
    portion of the principal amount of the series of securities that will be
payable upon any declaration of acceleration of the maturity of the 
series of securities pursuant to the applicable indenture;          

.   if other than the trustee under the applicable indenture, the person or 
persons who shall be registrar for the series of securities;        

.   the record date; and                                                    

 .   any other term or provision relating to the series of securities which is
not inconsistent with the provisions of the applicable indenture.   

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DESCRIPTION OF THE INDENTURES 

THE FOLLOWING DESCRIPTION OF THE INDENTURES IS ONLY A SUMMARY. A COPY OF  
EACH INDENTURE IS FILED AS AN EXHIBIT TO, OR INCORPORATED BY REFERENCE IN, THIS 
REGISTRATION STATEMENT. WE ENCOURAGE YOU TO READ EACH INDENTURE IN ITS ENTIRETY.

GENERAL                                                                         

ChevronTexaco may issue securities from time to time under an Indenture   
dated as of June 15, 1995, as supplemented by the First Supplemental Indenture, 
dated as of October 13, 1999, each being between ChevronTexaco and JPMorgan     
Chase Bank, as trustee, and which are collectively referred to in this          
prospectus as the ChevronTexaco indenture. Chevron Capital U.S.A. Inc. may      
issue securities from time to time under an Indenture, dated as of May 15,      
1987, as supplemented by the First Supplemental Indenture dated as of August 1, 
1994, each being among ChevronTexaco, as guarantor, Chevron Capital U.S.A. Inc. 
and JPMorgan Chase Bank, as trustee. Chevron Capital Corporation may issue      
securities from time to time under an Indenture to be entered into among        
ChevronTexaco, as guarantor, Chevron Capital Corporation and JPMorgan Chase     
Bank, as trustee. Chevron Canada Capital Company may issue securities from time 
to time under an Indenture to be entered into among ChevronTexaco, as           
guarantor, Chevron Canada Capital Company and a trustee to be named.            
ChevronTexaco Capital Company may issue securities from time to time under an   
Indenture to be entered into among ChevronTexaco, as guarantor, ChevronTexaco   
Capital Company and JPMorgan Chase Bank, as trustee. ChevronTexaco Funding      
Corporation may issue securities from time to time under an Indenture to be     
entered into among ChevronTexaco, as guarantor, ChevronTexaco Funding           
Corporation and a trustee to be named. The subsidiary issuers' indentures are   
referred to collectively in this prospectus as the subsidiary indentures. The   
subsidiary indentures, together with the ChevronTexaco indenture, are referred  
to collectively in this prospectus as the indentures.                           

 The following terms apply to securities issued under any of the indentures.
Terms of the indentures which apply only to securities issued by the subsidiary 
issuers appear below, under "The Subsidiary Indentures."                        

COVENANTS OF CHEVRONTEXACO                                                      

Capitalized terms used in the following description are defined terms. The
definitions of these terms are located under "--Definitions applicable to       
covenants."                                                                     

Corporate existence                                                         

In each indenture, ChevronTexaco agrees that, so long as securities are   
outstanding under the indenture, ChevronTexaco will not sell substantially all  
of its assets, dissolve, or consolidate or merge with any corporation unless    
the purchaser of the assets or the surviving company in any merger or           
consolidation:                                                                  

.   is incorporated and existing under the laws of one of the states of the 
United States of America;                                           

.   assumes ChevronTexaco's obligations under the indenture and the         
securities issued under the indenture; and                          

.   is not, after the sale, merger or consolidation, in default under any   
provision of the indenture.                                         

Securities to be secured in certain events                                  

In each indenture, ChevronTexaco agrees that prior to consummating any    
consolidation or merger that would subject any Principal Property to any        
mortgage, security interest, pledge, lien or other encumbrance, it will secure  
all securities outstanding under the indenture equally and ratably with the     
debt or other obligation secured by the encumbrance resulting from the          
consolidation or merger. ChevronTexaco may also secure, together with the       
securities issued under the indenture, any of its other                         

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indebtedness or any indebtedness it guarantees that ranks equally with          
securities issued under the indenture. This covenant does not apply to debts or 
obligations that ChevronTexaco or any Restricted Subsidiary could have incurred 
without securing securities issued under the indenture pursuant to the covenant 
"Limitation on liens," described in this prospectus.                            

Limitations on liens                                                        

In each indenture, ChevronTexaco agrees that it will not, and it will not 
permit any Restricted Subsidiary to, issue, assume or guarantee any debt        
secured by a mortgage, pledge or lien on any Property, without effectively      
providing that the securities outstanding under that indenture shall be equally 
and ratably secured. ChevronTexaco may also secure, together with the           
securities issued under that indenture, any of its other indebtedness or any    
indebtedness it guarantees that ranks equally with securities issued under that 
indenture. This covenant does not apply to debt secured by:                     

 .   liens on Property of any corporation existing at the time the corporation
becomes a Restricted Subsidiary;                                    

.   liens on Property existing at the time ChevronTexaco acquired the       
Property;                                                           

 .   liens on Property that secure debt incurred for the payment of all or any
part of the purchase price of the Property;                         

 .   liens on Property that secure a debt incurred prior to, at the time of or
     within two years after the acquisition of the Property for the purpose of
financing all or any part of the purchase price of the Property;    

.   liens on Property to secure a debt incurred to fund all or any part of  
   the cost of exploration, drilling or development of the Property or the
cost of improvements to the Property;                               

.   liens that secure debt owing by a Restricted Subsidiary to ChevronTexaco
or any subsidiary of ChevronTexaco;                                 

 .   liens on personal property, other than shares of stock or indebtedness of
      any Restricted Subsidiary, to secure loans maturing in less than one year;

.   liens on Property to secure debt incurred in connection with any        
  financing done in accordance with the provisions of section 103 of the
Internal Revenue Code of 1986, as amended; or                       

.   any extension, renewal or replacement, in whole or in part, of any lien 
   referred to in the above list or any debt secured by a lien referred to
in the above list.                                                  

For purposes of this covenant, the following types of transactions are    
deemed not to create debt secured by a lien:                                    

.   the sale or other transfer of oil, gas or other minerals in place for a 
period of time until, or in an amount such that, the purchaser will 
  realize from the sale or transfer a specified amount of money, however
   determined, or a specified amount of the minerals, or the sale or other
transfer of any other interest in property of the character commonly
referred to as a "production payment"; and                          

 .   the mortgage or pledge of any property of ChevronTexaco or any Subsidiary
     in favor of the United States, or any state, or any department, agency or
    instrumentality of either, to secure partial, progress, advance or other
     payments to ChevronTexaco or any Subsidiary pursuant to the provisions of
any contract or statute.                                            

Notwithstanding the restrictions contained in this covenant, ChevronTexaco
may, and may permit any Restricted Subsidiary to, issue, assume or guarantee    
debt without equally and ratably securing the securities issued under the       
indenture, provided that the aggregate amount of that debt and Attributable     
Debt with respect to sale and leaseback arrangements does not exceed ten        
percent of ChevronTexaco's Consolidated Adjusted Tangible Assets.               

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Limitation on sale and leaseback                                            

In each indenture, ChevronTexaco agrees that it will not, and it will not 
permit any Restricted Subsidiary to, enter into any sale and leaseback          
arrangement unless either:                                                      

 .   ChevronTexaco or any Restricted Subsidiary could create debt secured by a
   mortgage pursuant to the covenant "Limitation on liens" on the property
   to be leased without equally and ratably securing the securities issued
under that indenture; or                                            

.   within one year before or after the sale or transfer, ChevronTexaco has 
     applied or applies an amount equal to the greater of (a) the net proceeds
  of the sale of the leased property or (b) the fair value of the leased
property at the time of the sale and leaseback transaction to:      

 .   the voluntary retirement of debt of ChevronTexaco or a Restricted
      Subsidiary or debt of a Subsidiary that matures more than one year
after being incurred; or                                    

    .   the acquisition, development or improvement of a Principal Property.

  This covenant does not apply to temporary leases for a term of not more that
three years or sale or transfer and leaseback transactions involving the        
acquisition or improvement of Principal Properties, provided within one year    
before or after the sale or transfer, ChevronTexaco has applied or applies an   
amount equal to the greater of (a) the net proceeds of the sale of the leased   
property or (b) the fair value of the leased property at the time of the        
transaction to:                                                                 

.   the voluntary retirement of debt of ChevronTexaco or a Restricted       
    Subsidiary or debt of a Subsidiary that matures more than one year after
being incurred; or                                                  

.   the acquisition, development or improvement of a Principal Property.    

Definitions applicable to covenants                                         

Terms used in this description of ChevronTexaco's covenants under the     
indentures have the following meanings:                                         

"Attributable Debt" for a sale-leaseback transaction means the lesser of  

.   the fair value of the property subject to the transaction (as determined
by ChevronTexaco's Board of Directors); or                          

.   the present value of rent for the remaining term of the lease.          

 "Consolidated Adjusted Tangible Assets" means the consolidated total assets
of ChevronTexaco and its subsidiaries as reflected in ChevronTexaco's most      
recent consolidated balance sheet prepared in accordance with ChevronTexaco's   
accounting policies and generally accepted accounting principles, less          

 .   goodwill, trademarks, trade names, patents, unamortized debt discount and
expense and other deferred charges;                                 

.   total current liabilities except for (a) notes and loans payable, (b)   
current maturities of long-term debt and (c) current maturities of  
obligations under capital leases; and                               

.   deferred credits and other noncurrent obligations, including minority   
 interests in consolidated subsidiaries and reserves--employee annuity
plans and other reserves which may hereafter be defined in          
ChevronTexaco's accounting policies.                                

 "Principal Property" means any oil or gas producing property located in the
United States of America, onshore or offshore, or any refinery or manufacturing 
plant located in the United States of America, in each case now owned or        
hereafter acquired by ChevronTexaco or a Restricted Subsidiary, except any oil  
or gas producing property, refinery or plant that in the opinion of the Board   
of Directors of ChevronTexaco is not of material importance to the total        
business conducted by ChevronTexaco and its consolidated Subsidiaries.          

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"Property" means Principal Properties or any shares of stock of or        
indebtedness of any Restricted Subsidiary.                                      

"Restricted Subsidiary" means any Subsidiary of ChevronTexaco that has    
substantially all of its assets located in the United States of America and     
owns a Principal Property, and in which ChevronTexaco's direct or indirect      
capital investment, together with the outstanding balance of                    

.   any loans or advances made to such Subsidiary by ChevronTexaco or any   
other Subsidiary and                                                

.   any debt of such Subsidiary guaranteed by ChevronTexaco or any other    
Subsidiary, exceeds $100 million.                                   

"Subsidiary" of ChevronTexaco means any corporation at least a majority of
the outstanding securities of which having ordinary voting power (other than    
securities having such power only by reason of the happening of a contingency)  
is owned by ChevronTexaco or by one or more Subsidiaries or by ChevronTexaco    
and one or more Subsidiaries.                                                   

Any additional covenants                                                    

  Any additional covenants with respect to any particular series of securities
issued under an indenture will be described in the relevant prospectus          
supplement. The indentures do not contain any covenants specifically designed   
to protect securityholders against a reduction in the creditworthiness of       
ChevronTexaco in the event of a highly leveraged transaction. The indentures do 
not limit the amount of additional indebtedness that ChevronTexaco, or any of   
its subsidiaries, may incur.                                                    

EVENTS OF DEFAULT                                                               

The indentures define an event of default with respect to any particular  
series of securities as any one of the following events:                        

.   default for 30 days in any payment of interest on any security issued   
under the indenture;                                                

 .   default in the payment of the principal of or any premium on any security
issued under the indenture;                                         

.   default in the satisfaction of any sinking fund payment obligation      
relating to any series of securities issued under the indenture;    

.   failure to perform any agreement or covenant in the securities of any   
     series, in the indenture or any supplemental indenture, for 90 days after
receiving notice of the failure;                                    

.   particular events of bankruptcy, insolvency or similar reorganization of
ChevronTexaco.                                                      

An event of default with respect to one series of securities will not     
necessarily constitute an event of default with respect to any other series of  
securities. If an event of default with respect to the securities of any one or 
more series occurs and is continuing, the trustee or the holders of not less    
than 25 percent in principal amount of the securities of each such series may   
declare the principal amount of all of the securities of that series, together  
with any accrued interest, to be immediately due and payable. In the case of    
any original issue discount securities, the terms of those securities will      
specify what portion of the principal amount the holders may declare due and    
payable upon a continuing event of default. At any time after a declaration of  
acceleration with respect to debt securities of any series has been made, but   
before a judgment or decree based on acceleration has been obtained, the        
holders of a majority in principal amount of the outstanding securities of that 
series may, under some circumstances, rescind and annul the acceleration.       

If an event of default occurs and is continuing, the trustee under the    
applicable indenture may pursue any available remedy by proceeding at law or in 
equity to collect the payment of principal or any premium                       

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or interest on the securities of the series to which the default relates or to  
enforce the performance of any provision of that series of securities or the    
indenture under which the securities were issued.                               

 The holders of a majority in principal amount of the outstanding securities
of any series may waive any past event of default with respect to that series   
and its consequences, except a continuing default:                              

.   in the payment of the principal of or any redemption premium or interest
on such securities;                                                 

.   in the satisfaction of any sinking fund obligation relating to such     
series of securities; or                                            

.   in respect of a covenant or provision of the indenture under which the  
series of securities was issued which cannot be modified or amended 
without the consent of the holder of each security affected by the  
default.                                                            

MODIFICATIONS OF THE INDENTURE                                                  

Without the consent of any holder of securities, ChevronTexaco and the    
trustee, in the case of the ChevronTexaco indenture, or ChevronTexaco, the      
subsidiary issuer and the trustee, in the case of a subsidiary indenture, may   
enter into a supplemental indenture to amend the indenture or the securities    
issued under that indenture for any of the following purposes:                  

.   to cure any ambiguity, defect or inconsistency;                         

.   to permit a successor to assume ChevronTexaco's obligations or the      
    obligations of any subsidiary issuer under the indenture as permitted by
the indenture;                                                      

.   to eliminate or change any provision of the indenture, provided the     
    change does not adversely affect the rights of any holder of outstanding
securities;                                                         

.   to provide for the issuance and establish the terms and conditions of   
securities of any series;                                           

.   to add to ChevronTexaco's covenants or the covenants of any subsidiary  
   issuer further covenants, restrictions or conditions for the protection
of the holders of all or any particular series of securities; or    

.   to appoint, at the request of the trustee, a successor trustee for a    
particular series of securities.                                    

ChevronTexaco and the trustee and, if applicable, a subsidiary issuer, may
modify or amend an indenture and the rights and obligations of ChevronTexaco    
and, if applicable, the subsidiary issuer, or the rights and obligation of the  
holders of the securities at any time with the consent of the holders of not    
less than a majority in aggregate principal amount of all series of securities  
then outstanding and affected by the proposed modification or amendment, voting 
as one class. However, without the consent of the holder of each affected       
outstanding security, no amendment or modification may, among other things:     

 .   change the fixed maturity or redemption date of any outstanding security;

.   reduce the rate of interest on any outstanding security;                

.   alter the method of determining the rate of interest on any outstanding 
security;                                                           

.   extend the time of payment of interest;                                 

.   reduce the principal amount of any outstanding security;                

.   reduce any premium payable upon the redemption of any outstanding       
security;                                                           

.   change the coin or currency in which any outstanding securities or the  
interest thereon are payable;                                       

.   impair the securityholders' right to institute suit for the enforcement 
of payment;                                                         

.   reduce the percentage of the holders of outstanding securities whose    
consent is required for any modification or amendment;              

.   change the time of payment or reduce the amount of any minimum sinking  
account or fund payment; or                                         

.   modify any provisions of the indenture relating to the amendment of the 
    indenture or the creation of a supplemental indenture, unless the change
increases the rights of the securityholders.                        

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DEFEASANCE AND DISCHARGE                                                        

Each indenture provides that ChevronTexaco and, if applicable, the        
subsidiary issuer, may terminate and be fully discharged from their obligations 
with respect to any series of securities issued under that indenture if         
ChevronTexaco or the subsidiary issuer deposits in trust with the applicable    
trustee money, direct obligations of the United States of America or            
obligations guaranteed by the United States of America sufficient to pay        
principal, premium and interest, if any, on that series of securities to the    
date of its redemption or maturity. In the case of securities issued in a       
currency other than U.S. currency, ChevronTexaco or the subsidiary issuer may   
instead deposit direct obligations of or obligations guaranteed by the          
government that issued that currency. In order to terminate their obligations   
in this manner, ChevronTexaco or the subsidiary issuer must deliver to the      
trustee an opinion of counsel to the effect that the holders of that series of  
securities will not recognize income, gain or loss for federal income tax       
purposes as a result.                                                           

ChevronTexaco may also terminate its obligations to comply with covenants 
applicable to any outstanding securities, including the covenants described in  
"--Covenants of ChevronTexaco," if it or any subsidiary issuer deposits in      
trust with the trustee money, direct obligations of the United States of        
America or obligations guaranteed by the United States of America sufficient to 
pay principal, premium and interest, if any, on that series of securities to    
the date of its redemption or maturity.                                         

GOVERNING LAW                                                                   

The indentures and each security issued under the indentures are to be    
deemed to be contracts made under, and are to be construed in accordance with,  
the laws of the State of New York.                                              

CONCERNING THE TRUSTEES                                                         

JPMorgan Chase Bank (successor to The Chase Manhattan Bank) is the trustee
of the ChevronTexaco and Chevron Capital U.S.A. Inc. indentures and will be the 
trustee of the Chevron Capital Corporation and ChevronTexaco Capital Company    
indentures. The trustee of the Chevron Canada Capital Company and ChevronTexaco 
Funding Corporation indentures will be named. In certain instances,             
ChevronTexaco or the holders of a majority of the then-outstanding principal    
amount of the securities may remove a trustee and appoint a successor trustee.  
A trustee may become the owner or pledgee of any of the securities issued under 
an indenture with the same rights it would have if it were not the trustee.     
Each trustee and any successor trustee must be a corporation:                   

.   organized and doing business as a commercial bank under the laws of the 
     United States or of any state within the United States or of the District
of Columbia;                                                        

.   authorized under applicable laws to exercise corporate trust powers;    

.   having a combined capital and surplus of at least $100 million; and     

.   subject to examination by federal or state or District of Columbia      
authority.                                                          

From time to time, a trustee may also serve as trustee under other indentures   
relating to securities issued by ChevronTexaco or affiliated companies and may  
engage in commercial transactions with ChevronTexaco and affiliated companies.  

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THE SUBSIDIARY INDENTURES                                                       

In addition to the general terms above, each subsidiary indenture includes
the following terms.                                                            

GUARANTEE                                                                       

Under the terms of each subsidiary indenture, ChevronTexaco fully and     
unconditionally guarantees to the holders of the securities the full and prompt 
payment of the interest, principal and any redemption premium on the            
securities. ChevronTexaco's guarantee will remain in effect until the entire    
principal amount, all interest and any premium on the securities has been paid  
in full or otherwise discharged in accordance with the terms of the applicable  
subsidiary indenture. ChevronTexaco's obligations under its guarantee contained 
in each subsidiary indenture are unconditional, irrespective of any invalidity, 
illegality, irregularity or unenforceability of any security or that subsidiary 
indenture. The trustee has the right to proceed first and directly against      
ChevronTexaco, without first proceeding against any subsidiary issuer or        
exhausting any other remedies it may have, in the event of a default in:        

.   the payment of interest on any security;                                

.   the payment of principal of a security;                                 

.   the payment of any premium on any security; or                          

.   any sinking fund payment.                                               

SUCCESSORS TO SUBSIDIARY ISSUERS                                                

All of the rights and obligations of a subsidiary issuer under any        
subsidiary indenture and the securities outstanding under a subsidiary          
indenture may be assigned and transferred to:                                   

.   another person with which the subsidiary is consolidated or merged or   
    which acquires by conveyance or transfer any of the properties or assets
of the subsidiary;                                                  

.   ChevronTexaco; or                                                       

.   a corporation, all of the outstanding shares of which, other than       
directors' qualifying shares, are owned directly or indirectly by   
ChevronTexaco.                                                      

Provided that the requirements of this covenant have been met, upon the         
assignment or transfer, all of the obligations of the subsidiary issuer under   
the applicable indenture and the securities issued under that indenture shall   
cease and the subsidiary shall be released from its liability as obligor and    
from all other obligations under the applicable indenture. In connection with   
any assignment other than to ChevronTexaco, either                              

.   ChevronTexaco's guarantee will remain in full force and effect or       

.   ChevronTexaco will execute a new guarantee agreement containing         
substantially the same terms as those set forth in the applicable   
indenture.                                                          

Any successor to any subsidiary under an indenture must be organized and        
existing under the laws of the United States of America or one of the states of 
the United States of America. In the event a subsidiary issuer assigns all of   
its rights and obligations in respect of an indenture and any outstanding       
securities to ChevronTexaco, the covenants of ChevronTexaco described above     
under "--Covenants of ChevronTexaco" and any other covenants for the benefit of 
any series of securities issued under that indenture will remain in effect.     

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PLAN OF DISTRIBUTION  

Securities may be sold in any one or more of the following ways:          

.   directly to purchasers or a single purchaser;                           

.   through agents;                                                         

.   through dealers;                                                        

.   through one or more underwriters acting alone or through underwriting   
syndicates led by one or more managing underwriters;                

each as may be identified in a prospectus supplement relating to an issuance of 
securities.                                                                     

If securities described in a prospectus supplement are underwritten, the  
prospectus supplement will name each underwriter of the securities. Only        
underwriters named in a prospectus supplement will be deemed to be underwriters 
of the securities offered by that prospectus supplement. Prospectus supplements 
relating to underwritten offerings of securities will also describe:            

.   the discounts and commissions to be allowed or paid to the underwriters;

.   all other items constituting underwriting compensation;                 

.   the discounts and commissions to be allowed or paid to dealers, if any; 
and                                                                 

.   the exchanges, if any, on which the securities will be listed.          

Securities may be sold directly by ChevronTexaco or any of the subsidiary 
issuers through agents designated by ChevronTexaco or a subsidiary issuer from  
time to time. Any agent involved in the offer or sale of securities, and any    
commission payable by ChevronTexaco or a subsidiary issuer to such agent, will  
be set forth in the prospectus supplement. Unless otherwise indicated in the    
prospectus supplement, any agent involved in the offer or sale of securities    
will be acting on a best efforts basis for the period of its appointment.       

  If indicated in a prospectus supplement, the obligations of the underwriters
will be subject to conditions precedent. With respect to a sale of securities,  
the underwriters will be obligated to purchase all securities offered if any    
are purchased.                                                                  

ChevronTexaco will indemnify any underwriters and agents against various  
civil liabilities, including liabilities under the Securities Act. Underwriters 
and agents may engage in transactions with or perform services for              
ChevronTexaco, the subsidiary issuers and affiliated companies in the ordinary  
course of business.                                                             

LEGAL OPINIONS  

Pillsbury Winthrop LLP will pass on the legality of the securities offered
by this prospectus and any guarantees by ChevronTexaco of securities offered by 
this prospectus.                                                                

EXPERTS 

 The consolidated financial statements of ChevronTexaco incorporated in this
prospectus by reference to the Annual Report on Form 10-K for the year ended    
December 31, 2001, have been so incorporated in reliance on the report of       
PricewaterhouseCoopers LLP, independent accountants, except as they relate to   
Texaco Inc. as of and for the two years in the period ended December 31, 2000,  
which were audited by Arthur Andersen LLP.                                      

Arthur Andersen LLP has not consented to the incorporation by reference of
their report on the financial statements of Texaco Inc. for the two years in    
the period ended December 31, 2000 in this prospectus, and we have dispensed    
with the requirement to file their consent in reliance upon Rule 437a of the    
Securities Act of 1933. Because Arthur Andersen LLP has not consented to the    
incorporation by reference of their report in this prospectus, you will not be  
able to recover against Arthur Andersen LLP under Section 11 of the Securities  
Act of 1933 for any untrue statements of a material fact contained in the       
financial statements audited by Arthur Andersen LLP or any omissions to state a 
material fact required to be stated therein.                                    

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$2,000,000,000

CHEVRONTEXACO CAPITAL COMPANY 

3.50% GUARANTEED NOTES DUE 2007 

UNCONDITIONALLY GUARANTEED BY 

CHEVRONTEXACO CORPORATION 

[CHEVRONTEXACO LOGO]

GOLDMAN, SACHS & CO.

LEHMAN BROTHERS 

SALOMON SMITH BARNEY

ABN AMRO INCORPORATED 

BANC OF AMERICA SECURITIES LLC

BLAYLOCK & PARTNERS, L.P. 

JP MORGAN 

MERRILL LYNCH & CO. 

MORGAN STANLEY

MURIEL SIEBERT & CO., Inc.

SCOTIA CAPITAL

UTENDAHL CAPITAL PARTNERS, L.P. 

THE WILLIAMS CAPITAL GROUP, L.P.

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Dates Referenced Herein and Documents Incorporated by Reference

		Referenced-On Page
This ‘424B2’ Filing	Date	First	Last	Other Filings

	9/17/07	1	3
	3/17/03	1	3	10-K
	9/10/02	1	15	8-K
Filed on:	9/6/02
	9/4/02	1
	9/3/02	12		8-K
	8/7/02	12		8-K
	7/15/02	3
	7/3/02	1	17
	6/30/02	12		10-Q
	6/11/02	20
	5/7/02	20
	3/31/02	12	19	10-Q
	12/31/01	12	30	10-K405
	12/31/00	16	30	10-K
	11/5/99	20
	10/13/99	22	23
	4/29/99	20
	8/20/96	8
	6/15/95	22	23
	8/1/94	22	23	8-K, 8-K/A
				List all Filings

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Filing Submission 0000898430-02-003370 – Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

Chevron Canada Funding Co, et al. – ‘424B2’ on 9/6/02

On: Friday, 9/6/02, at 1:56pm ET · Accession #: 898430-2-3370 · File #s: 333-91210, -02

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Prospectus — Rule 424(b)(2)Filing Table of Contents

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Dates Referenced Herein and Documents Incorporated by Reference

Prospectus — Rule 424(b)(2)
Filing Table of Contents