As filed with the Securities and Exchange Commission on January 18, 2005.

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Post-Effective Amendment No. 1 to

REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933

CHEVRONTEXACO CORPORATION

CHEVRONTEXACO UK SHARE INCENTIVE PLAN

THE GROUP RETIREMENT SAVINGS PLAN OF THE CHEVRON CANADIAN EMPLOYEES’
SAVINGS PLAN ESTABLISHED BY CHEVRON CANADA LIMITED

CALCULATION OF REGISTRATION FEE

     The Registration Statement shall become effective upon filing in accordance with Rule 462 under the Securities Act of 1933.

The Registrant has previously registered (i) 3,300,000 shares of its Common Stock, par value $.75 per share, reserved for issuance under the ChevronTexaco UK Share Incentive Plan (the “UK Plan”), (ii) 108,000 shares of its Common Stock, par value $.75 per share, reserved for issuance under the Group Retirement Savings Plan of the Chevron Canadian Employees’ Savings Plan Established by Chevron Canada Limited (the “Canada Plan”), and (iii) 93,000 shares of its Common Stock, par value $.75 per share, reserved for issuance under the International Savings Assistance Plan (the “International Plan”), in each case, under this currently effective Registration No. 333-102269 filed on December 30, 2002 (the “Registration Statement”).

On April 28, 2004, the UK Plan was merged with the ChevronTexaco Long Term Incentive Plan (the “LTIP”) and, as a result, the UK Plan no longer exists as a separate plan. At the time of the merger, 3,148,685 out of the 3,300,000 share of Common Stock registered under this Registration Statement remained unissued. The Registrant intends to carry these shares over to a new registration statement relating to the LTIP and therefore deregisters those shares from this Registration Statement.

As a result of a 2-for-1 stock split (the “Stock Split”) of the Common Stock of the Registrant in the form of a stock dividend distributed on September 10, 2004 (the “Distribution Date”) of one share of Common Stock for each share of Common Stock issued and outstanding on the record date of August 19, 2004, the 61,807 shares of Common Stock that remain registered under the Registration Statement and are not yet issued as of the Distribution Date have been adjusted and increased by a ratio of 2-for-1, in order to account for the Stock Split and adjust the number of shares reserved and available for issuance pursuant to those Plans after the Distribution Date. Pursuant to Rule 416 under the Securities Act of 1933, the Registration Statement is deemed to cover these additional shares resulting from the Stock Split and the Registration Statement is hereby being amended to reflect the increase in the amount of shares of Common Stock registered.

This Post-Effective Amendment No. 1 affects only those provisions of the Registration Statement specifically restated herein. All other provisions of the Registration Statement remain unchanged.

Item 8.       Exhibits

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Post Effective Amendment No. 1 to Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of San Ramon, State of California, on January 18, 2005.

     Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 1 to Registration Statement has been signed below by the following persons in the capacities indicated on the 18th day of January, 2005.

INDEX TO EXHIBITS