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                                                                Exhibit 4.1




                        SECOND SUPPLEMENTAL INDENTURE




                                    AMONG


                   CHEVRONTEXACO CAPITAL COMPANY, As Issuer


                   CHEVRONTEXACO CORPORATION, As Guarantor


                                     and


                       JPMORGAN CHASE BANK, As Trustee




                        Dated as of February 12, 2003

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                              TABLE OF CONTENTS


                                 ARTICLE ONE


                                 DEFINITIONS


SECTION 1.01    DEFINITIONS                                             1
        Adjusted Treasury Rate (2003)                                   1
        First Supplemental Indenture                                    2
        Second Supplemental Indenture                                   2
        Indenture                                                       2
        Original Indenture                                              2
        Letter of Representation (2003)                                 2
        Notes (2003)                                                    2
        Statistical Release (2003)                                      2
        Trustee                                                         2

SECTION 1.02    OTHER DEFINITIONS                                       3


                                 ARTICLE TWO


                          TERMS OF THE NOTES (2003)


SECTION 2.01    NOTES (2003) CONSTITUTE A SERIES OF SECURITIES          3

SECTION 2.02    TERMS AND PROVISIONS OF THE NOTES (2003)                3


                                ARTICLE THREE

                           MISCELLANEOUS PROVISIONS


SECTION 3.01    PROVISIONS OF THE ORIGINAL INDENTURE                    4

SECTION 3.02    SEPARABILITY OF INVALID PROVISIONS                      4

SECTION 3.03    EXECUTION IN COUNTERPARTS                               4

SECTION 3.04    EFFECTIVENESS                                           5



Signatures

Exhibit A - Form of Note (2003)

<PAGE>


                        SECOND SUPPLEMENTAL INDENTURE


        THIS SECOND SUPPLEMENTAL INDENTURE, dated as of February 12, 2003, among
CHEVRONTEXACO CAPITAL COMPANY, an unlimited liability company organized under
the laws of Nova Scotia, Canada (the "Company"), CHEVRONTEXACO CORPORATION, a
Delaware corporation, as Guarantor ("ChevronTexaco") and JPMORGAN CHASE BANK, a
corporation organized under the laws of the State of New York, as Trustee (the
"Trustee"),


                             W I T N E S S E T H:

        WHEREAS, the Company, ChevronTexaco and the Trustee have entered into
that certain Indenture dated as of July 15, 2002 (the "Original Indenture") and
that certain First Supplemental Indenture dated as of September 10, 2002;

        WHEREAS, pursuant to the provisions of Sections 2.01 and 10.01 of the
Original Indenture, the Company and ChevronTexaco wish to enter into this
Second Supplemental Indenture to establish the terms and provisions of a Series
of Securities (as defined in the Original Indenture); and

        WHEREAS, in compliance with the requirements of the Original Indenture,
the Company and ChevronTexaco have duly authorized the execution and delivery
of this Second Supplemental Indenture, and all things necessary have been done
to make this Second Supplemental Indenture a valid agreement of the Company and
ChevronTexaco in accordance with its terms:

        NOW, THEREFORE, THIS SECOND SUPPLEMENTAL INDENTURE WITNESSETH:

        That in consideration of the premises the Company and ChevronTexaco
covenant and agree with the Trustee, for the equal and proportionate benefit of
the respective holders from time to time of the Securities, as follows:

                                 ARTICLE ONE

                                 DEFINITIONS

        Section 1.01    Definitions.  The terms defined in this Section 1.01
shall, for all purposes of the Original Indenture, the First Supplemental
Indenture and this Second Supplemental Indenture, have the meanings herein
specified, unless the context clearly otherwise requires.  For convenience, the
definitions of certain terms which are defined in the First Supplemental
Indenture are repeated herein.

ADJUSTED TREASURY RATE (2003)

        The term "Adjusted Treasury Rate (2003)" shall mean (1) the arithmetic
mean of the yields under the heading "Week Ending" published in the Statistical
Release 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


                                      1
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remaining term, as of the redemption date, of the Notes being redeemed plus (2)
0.10%.  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.  The Adjusted Treasury Rate is to be determined on the third Business Day
preceding the Redemption Date.

FIRST SUPPLEMENTAL INDENTURE

        The term "First Supplemental Indenture" shall mean the First
Supplemental Indenture dated as of September 10, 2002, among the Company,
ChevronTexaco and the Trustee.

SECOND SUPPLEMENTAL INDENTURE

        The term "Second Supplemental Indenture" shall mean this Second
Supplemental Indenture dated as of February 12, 2003, among the Company,
ChevronTexaco and the Trustee, as such is originally executed, or as it may
from time to time be supplemented, modified or amended, as provided herein
and in the Indenture.

INDENTURE

        The term "Indenture" shall mean the Indenture dated as of July 15, 2002
among the Company, ChevronTexaco and the Trustee, as supplemented by the First
Supplemental Indenture and this Second Supplemental Indenture, and as it may
from time to time hereafter be further supplemented, modified or amended, as
provided in the Indenture.

ORIGINAL INDENTURE

        The term "Original Indenture" shall mean the Indenture dated as of
July 15, 2002 among the Company, ChevronTexaco and the Trustee, as such
Indenture was originally executed.

LETTER OF REPRESENTATION (2003)

        The term "Letter of Representation (2003)" shall mean the Letter of
Representation executed in connection with the Notes (2003) among the Company,
ChevronTexaco, the Trustee and The Depository Trust Company.

NOTES (2003)

        The term "Notes (2003)" shall mean the $750,000,000 in aggregate
principal amount 3.375% Guaranteed Notes Due 2008.

STATISTICAL RELEASE (2003)

        The term "Statistical Release (2003)" shall mean 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 (2003), then such other reasonably comparable
index as the Company shall designate.

TRUSTEE

        The term "Trustee" shall mean JPMorgan Chase Bank, a New York
corporation, until a successor replaces it pursuant to the applicable
provisions of the Indenture and, thereafter, shall mean such successor.


                                      2
<PAGE>

        SECTION 1.02    OTHER DEFINITIONS.  All of the terms appearing herein
shall be defined as the same are now defined under the provisions of the
Original Indenture, except when expressly herein or otherwise defined.

                                 ARTICLE TWO

                          TERMS OF THE NOTES (2003)

        SECTION 2.01    NOTES (2003) CONSTITUTE A SERIES OF SECURITIES.  The
Notes (2003) are hereby authorized to be issued under the Indenture as a Series
of Securities.  The Notes (2003) shall be in the aggregate principal amount of
U.S.$750,000,000.

        SECTION 2.02    TERMS AND PROVISIONS OF THE NOTES (2003).  The  Notes
(2003) shall be subject to the terms and provisions hereinafter set forth:

(a)     The Notes (2003) shall be designated as the 3.375% Guaranteed Notes Due
        2008.

(b)     The Notes (2003) shall bear interest on the unpaid principal amount
        thereof from February 12, 2003.

(c)     The Notes (2003) shall mature on February 15, 2008.

(d)     The Notes (2003) shall bear interest at the rate of 3.375% per annum,
        payable on August 15, 2003 and on each February 15 and August 15
        thereafter.

(e)     The Notes (2003) shall be issued initially as one or more Global
        Securities (the "Global Notes (2003)") in registered form registered
        in the name of The Depository Trust Company or its nominee in such
        denominations as are required by the Letter of Representations (2003)
        and otherwise as in substantially the form set forth in Exhibit A to
        this Second Supplemental Indenture with such minor changes thereto as
        may be required in the process of printing or otherwise producing the
        Global Notes (2003) but not affecting the substance thereof.

(f)     The Depository for the Notes (2003) shall be The Depository Trust
        Company.

(g)     The Global Notes (2003) shall be exchangeable for definitive Notes
        (2003) in registered form substantially the same as the Global Notes
        (2003) in denominations of $1,000 or any integral multiple thereof
        upon the terms and in accordance with the provisions of the Indenture.

(h)     The Notes (2003) shall be payable (as to both principal and interest)
        when and as the same become due at the office of the Trustee; provided
        that as long as the Notes (2003) are in the form of one or more Global
        Notes (2003), payments of interest may be made by wire transfer in
        accordance with the provisions of the Letter of Representations (2003)
        and provided further that upon any exchange of the Global Notes (2003)
        for Notes (2003) in definitive form, the Company elects to exercise
        its option to have interest payable by check mailed to the registered
        owners at such owners' addresses as they appear on the Register, as
        kept by the Trustee on each relevant Record Date.

(i)     The Trustee shall be registrar for the Notes (2003) and the Register of
        the Notes (2003) shall be the principal office of the Trustee in New
        York.



                                      3
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(j)     The Record Date for the Notes (2003) shall be the fifteenth day
        preceding the relevant interest payment date.

(k)     The Notes (2003) shall be subject to redemption, at the option of the
        Company, in whole or in part, at any time at a redemption price equal
        to the greater of (a) 100% of the principal amount of the Notes (2003)
        being redeemed  and (b) 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 (2003), plus interest accrued on
        the Notes (2003) being redeemed to the redemption date.  The
        redemption price is calculated assuming a 360-day year consisting of
        twelve 30-day months.



                                ARTICLE THREE

                           MISCELLANEOUS PROVISIONS

        SECTION 3.01    PROVISIONS OF THE ORIGINAL INDENTURE.  Except insofar
as herein otherwise expressly provided, all of the definitions, provisions,
terms and conditions of the Original Indenture and the First Supplemental
Indenture shall be deemed to be incorporated in and made a part of this Second
Supplemental Indenture; and the Original Indenture, as amended and supplemented
by the First Supplemental Indenture and this Second Supplemental Indenture, is
in all respects ratified and confirmed, and the Original Indenture, the First
Supplemental Indenture and this Second Supplemental Indenture shall be read,
taken and considered as one and the same instrument.

        SECTION 3.02    SEPARABILITY OF INVALID PROVISIONS.  In case any one
or more of the provisions contained in this Second Supplemental Indenture shall
be invalid, illegal or unenforceable in any respect, such invalidity,
illegality or unenforceability shall not affect any other provisions contained
in this Second Supplemental Indenture, and to the extent and only to the extent
that any such provision is invalid, illegal or unenforceable, this Second
Supplemental Indenture shall be construed as if such provision had never been
contained herein.

        SECTION 3.03    EXECUTION IN COUNTERPARTS.  This Second Supplemental
Indenture may be simultaneously executed and delivered in any number of
counterparts, each of which when so executed and delivered shall be deemed to
be an original.



                                      4
<PAGE>
        SECTION 3.04    EFFECTIVENESS.  The obligations of the parties hereto
shall become effective as of the date of this Second Supplemental Indenture.

        IN WITNESS WHEREOF, CHEVRONTEXACO CAPITAL COMPANY, CHEVRONTEXACO
CORPORATION and JPMORGAN CHASE BANK have each caused this Second Supplemental
Indenture to be duly executed, all as of the day and year first written above.


                                        CHEVRONTEXACO CAPITAL COMPANY

                                        By:     /s/ R.C. Gordan

                                        CHEVRONTEXACO CORPORATION

                                        By:     /s/ R.C. Gordan

                                        JPMORGAN CHASE BANK, as Trustee

                                        By:     /s/ J.D. Heaney


                                      5
<PAGE>

                                  Exhibit A

$000,000,000                                            CUSIP 166760 AB 4
N-1                                                     ISIN US166760AB48

                        CHEVRONTEXACO CAPITAL COMPANY

                       3.375% GUARANTEED NOTE DUE 2008


UNLESS THIS NOTE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE DEPOSITORY
TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO CHEVRONTEXACO CAPITAL COMPANY
OR ITS AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE OR PAYMENT AND ANY NOTE
ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO., OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL, INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

        CHEVRONTEXACO CAPITAL COMPANY (herein referred to as the "Company"), an
unlimited liability company  organized and existing under the laws of Nova
Scotia, Canada, for value received, hereby promises to pay to Cede & Co., or
registered assigns, the principal sum of ___ Million Dollars ($000,000,000) on
February 15, 2008 in lawful money of the United States of America and to pay
interest (computed on the basis of a 360-day year of twelve 30-day months)
thereon in like money from February 12, 2003 or from the most recent Interest
Payment Date (hereinafter defined) to which interest has been paid or duly
provided for until payment of such principal sum, at the rate of 3.375% per
annum, payable on each February 15 and August 15, commencing August 15, 2003
(the "Interest Payment Dates").

        The principal hereof is payable upon presentation and surrender of
this Note at the principal office of JPMorgan Chase Bank, as Trustee (herein
called the "Trustee"), in New York, New York.  Interest on this Note may be
payable by check or draft mailed to the person in whose name this Note is
registered at the close of business on the Record Date for such interest
payment at such person's address as it appears on the registration books of the
Trustee.  The Record Date for the Notes is the date which is 15 days prior to
the relevant Interest Payment Date.

REFERENCE IS HEREBY MADE TO THE FURTHER PROVISIONS OF THIS NOTE SET FORTH ON
THE REVERSE HEREOF, WHICH FURTHER PROVISIONS SHALL FOR ALL PURPOSES HAVE THE
SAME EFFECT AS IF FULLY SET FORTH AT THIS PLACE.

        This Note shall not be entitled to any benefit under the Indenture
(hereinafter defined), or become valid or obligatory for any purpose, until the
Certificate of Authentication hereon endorsed shall have been executed by
manual signature by the Trustee.

        IN WITNESS WHEREOF, CHEVRONTEXACO CAPITAL COMPANY has caused this Note
to be signed by its Assistant Treasurer manually or in facsimile and its
corporate seal to be imprinted hereon and attested by the manual or facsimile
signature of its Secretary or an Assistant Secretary.


                                        CHEVRONTEXACO CAPITAL COMPANY


                                        By: ______________________________


        Attest: _______________________________________
        Assistant Secretary

Dated: February 12, 2003

TRUSTEE'S CERTIFICATE OF AUTHENTICATION

This is one of the Securities, of the Series designated
herein, described in the within-mentioned Indenture.

JPMORGAN CHASE BANK, as Trustee


By: ____________________________________________
            Authorized Officer

<PAGE>

                        CHEVRONTEXACO CAPITAL COMPANY
                       3.375% GUARANTEED NOTE DUE 2008

        This Note is one of a duly authorized issue of securities of the
Company, not limited in aggregate principal amount, all issued or to be issued
in one or more series of varying dates, numbers, interest rates and other
provisions, under an Indenture dated as of July 15, 2002, as amended by the
First Supplemental Indenture dated as of September 10, 2002 and the Second
Supplemental Indenture dated as of February 12, 2003 (such indenture as so
amended being herein referred to as the "Indenture") each being among the
Company, ChevronTexaco Corporation, a Delaware corporation ("ChevronTexaco"),
as guarantor, and the Trustee.  This Note is one of a series of Notes
designated as its "3.375% Guaranteed Notes Due 2008" aggregating $750,000,000
in principal amount (herein called the "Notes").

        Reference is hereby made to the Indenture and all indentures
supplemental thereto for a description of the rights, obligations, duties and
immunities thereunder of the Company, ChevronTexaco, the Trustee and the
holders of the Notes, to all of the provisions of which Indenture the
registered owner of this Note, by acceptance hereof, assents and agrees.  The
Indenture contains provisions permitting the Company and the Trustee, with the
consent of the holders of not less than a majority in aggregate principal
amount of the Securities (which term is defined in the Indenture as any
security or securities of the Company, authenticated and delivered under the
Indenture) at the time Outstanding (as defined in the Indenture) and affected
by such supplemental indenture, to execute one or more supplemental indentures
for the purpose of adding any provisions to or changing in any manner or
eliminating any of the provisions of the Indenture or of any supplemental
indenture or of modifying in any manner the rights of the holders of such
Securities; provided, however, that no such supplemental indenture shall,
without the consent of the holder of each Outstanding Security (including the
Notes) affected thereby: (1) change the fixed maturity or redemption date of
any Note, or reduce the rate of interest on any Note or the method of
determining such rate of interest or extend the time of payment of interest, or
reduce the principal amount thereof, or reduce any premium payable on the
redemption thereof, or change the coin or currency in which the Notes or the
interest thereon is payable or impair the right to institute suit for the
enforcement of any such payment on or after the maturity thereof, (2) reduce
the aforesaid percentage of holders of the Outstanding Securities whose consent
is required for the execution of such supplemental indenture, or the consent of
the holders of which is required for any waiver provided for in the Indenture
or (3) change the time of payment.  It is also provided in the Indenture that
the holders of a majority in principal amount of the Notes may waive (a)
compliance by ChevronTexaco with the covenants contained in Article Four of the
Indenture with respect to the Notes and (b) any past or existing Event of
Default with respect to the Notes and its consequences except a continuing
default in the payment of the principal of or interest on the Notes or in
respect of a covenant or provision of the Indenture which cannot be modified or
amended without the consent of the registered owner of the Note so affected.

        Under the terms of the Indenture, ChevronTexaco unconditionally
guarantees to the holders from time to time of the Notes:  (a) the full and
prompt payment of the principal of the Notes when and as the same shall become
due and (b) the full and prompt payment of the interest on the Notes when the
same shall become due.  No reference herein to the Indenture and no provisions
of this Note or of the Indenture shall alter or impair the obligation of the
Company, which is absolute and unconditional, to pay the principal of and any
interest on this Note at the place, at the respective times, at the rate and in
the currency herein prescribed, nor shall any such reference alter or impair
the obligation of ChevronTexaco to unconditionally guarantee to the holders
from time to time of the Notes the payment of principal of and interest on the
Notes.

        The Notes shall be subject to redemption at the option of the Company
as a whole or in part, on any date at a redemption price equal to the greater
of (a) 100% of the principal amount of the Notes being redeemed and (b) 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.  The "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
(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%.  If no maturity
set forth under such heading exactly corresponds to the 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 period to the nearest month.  The term "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 the Company shall designate.  As provided in the Indenture,
notice of redemption shall be given to the registered owners of Notes to be
redeemed by mailing a notice of such redemption not less than 30 nor more than
60 days prior to the date fixed for redemption, to their addresses as they
appear on the register books.

        If an Event of Default (as that term is defined in the Indenture) shall
occur, the principal of all Notes and the interest accrued thereon may be
declared due and payable upon the conditions, in the manner and with the effect
provided in the Indenture.  The Indenture provides that in certain events such
declaration and its consequences may be waived by the holders of a majority in
aggregate principal amount of the Notes then Outstanding.

        The Notes are issuable in registered form in denominations of $1,000
and any integral multiple thereof.  Notes may be exchanged for a like aggregate
amount of Notes of other authorized denominations as provided in the Indenture.
This Note is transferable at the office of the Trustee in New York, New York by
the registered owner hereof in person, or by such registered owner's attorney
duly authorized in writing, on the books of the Company at said office, but
only in the manner, subject to the limitations and upon payment of the charges
provided in the Indenture, and upon surrender and cancellation of this Note.
Upon such transfer a new fully registered Note or Notes of authorized
denomination or denominations, for the same aggregate principal amount will be
issued to the transferee in exchange herefor.

        The Company, ChevronTexaco, the Trustee and any agent of the Company,
ChevronTexaco or the Trustee and any paying agent may treat the registered
owner hereof as the absolute owner of this Note (whether or not this Note shall
be overdue and notwithstanding any notation of ownership or other writing
hereon made by anyone other than the Company, ChevronTexaco or the Trustee) for
the purpose of receiving payment hereof or on account hereof and for all other
purposes, and none of the Company, ChevronTexaco, the Trustee or any such agent
shall be affected by notice to the contrary.

        THIS NOTE AND THE OBLIGATIONS OF THE COMPANY AND CHEVRONTEXACO IN
RESPECT HEREOF ARE GOVERNED BY AND SHALL BE CONSTRUED IN ACCORDANCE WITH THE
LAWS OF THE STATE OF NEW YORK.

        No recourse shall be had for the payment of the principal of or the
interest on this Note or for any claim based hereon, or otherwise in respect
hereof, or based on or in respect of the Indenture or any indenture
supplemental thereto, against any incorporator, stockholder, officer or
director, as such, past, present or future, of the Company or ChevronTexaco or
of any successor of the Company or ChevronTexaco, whether by virtue of any
constitution, statute or rule of law, or by the enforcement of any assessment
or penalty or otherwise, all such liability being, by the acceptance hereof and
as part of the consideration for the issue hereof, expressly waived and
released.