TEXACO INC
8-K, 2000-10-16
PETROLEUM REFINING
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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):
                                October 15, 2000

                                   ----------


                                   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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<PAGE>


Item 5.  Other Events
---------------------

On October 16, 2000, the Registrant and Chevron Corporation issued a joint press
release  entitled  "Chevron  and Texaco Agree to $100  Billion  Merger  Creating
Top-Tier  Integrated  Energy  Company,"  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
---------------------------------------------------------------------------

(c)      Exhibits
2.1      Agreement  and Plan of Merger  dated as of October 15, 2000 among
         Chevron  Corporation,  Texaco Inc.  and   Keepep Inc. (Schedules and
         Exhibits omitted)
2.2      Stock Option Agreement dated as of October 15, 2000 between Chevron
         Corporation and Texaco Inc.
2.3      Stock Option Agreement dated as of October 15, 2000 between Chevron
         Corporation and Texaco Inc.
99.1     Joint  Press  Release  issued by Texaco Inc.  and Chevron  Corporation
         dated  October 16,  2000,  entitled "Chevron and Texaco Agree to $100
         Billion Merger Creating Top-Tier Energy Company."

<PAGE>







                                   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:        /s/ MICHAEL H. RUDY
                                                  ------------------------------
                                                           (Secretary)





Date:  October 16, 2000
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