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                                 UNITED STATES

                       SECURITIES AND EXCHANGE COMMISSION

                              WASHINGTON D.C. 20549


                                   ----------

                                    FORM 8-K



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



                Date of Report (Date of earliest event reported):
                                September 3, 1998


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                                   TEXACO INC.
             (Exact name of registrant as specified in its charter)



          Delaware                      1-27                    74-1383447
(State or other jurisdiction of     (Commission File         (I.R.S. Employer
        incorporation)                 Number)            Identification Number)



       2000 Westchester Avenue,                                   10650
        White Plains, New York                                  (Zip Code)
(Address of principal executive offices)

                                 (914) 253-4000
              (Registrant's telephone number, including area code)

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Item 5.  Other Events
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1.                On  September  3,  1998,  Texaco  Inc.  and Shell Oil  Company
                  announced  that they have signed a  non-binding  Memorandum of
                  Understanding  with the  intention  of forming an alliance for
                  their  European  oil  products   marketing  and  manufacturing
                  activities.

                  In this  connection,  on  September  3, 1998,  the  Registrant
                  issued a Press  Release  entitled  "Texaco and Shell  Announce
                  Signing of Memorandum of Understanding on European Marketing &
                  Manufacturing  Venture," a copy of which is attached hereto as
                  Exhibit 99.1 and made a part hereof.

Item 7.  Financial Statements, Pro Forma Financial Information and Exhibits
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(c)               Exhibits

         99.1     Press  Release  issued   by  the Registrant dated September 3,
                  1998,   entitled  "Texaco   and   Shell  Announce  Signing  of
                  Memorandum   of   Understanding   on   European   Marketing  &
                  Manufacturing Venture."










                                   SIGNATURES




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








                                                               TEXACO INC.
                                                         -----------------------
                                                              (Registrant)





                                                     By:     K. M. Anderson
                                                         -----------------------
                                                               (Secretary)





Date:  September 3, 1998
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