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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):
                                November 30, 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  November 30, 1998, Texaco and  Shell  Europe  Oil Products
                  announced  the termination of discussions which had begun with
                  the signing of a  non-binding  Memorandum of Understanding  in
                  September,  1998,  aimed  at  forming  an  alliance  of  their
                  European oil  products marketing and manufacturing activities.

                  In this  connection,  on November  30,  1998,  the  Registrant
                  issued  a  Press  Release   entitled  "Texaco  and  Shell  End
                  Discussions on Formation of European Marketing & Manufacturing
                  Joint  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  November 30,
                  1998,  entitled "Texaco and Shell End Discussions on Formation
                  of European Marketing & Manufacturing Joint Venture."










                                   SIGNATURES
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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:      R. E. Koch
                                                           ---------------------
                                                           (Assistant Secretary)





Date:  November 30, 1998