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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):
                                 August 18, 1997

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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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                  On August 18, 1997,  the  Registrant  and Monterey  Resources,
                  Inc. announced that they had signed an agreement to merge in a
                  transaction  valued  at $1.4  billion.  Under the terms of the
                  agreement,  Texaco  will  exchange  its  common  stock for all
                  outstanding  shares of  Monterey,  which will be valued at $21
                  per share. Texaco also will assume Monterey's existing debt of
                  approximately $285 million.  The merger,  which is expected to
                  be  completed  within 90 days,  is subject to the  approval of
                  shareholders of Monterey and regulatory agencies.




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                                   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:      R. E. KOCH
                                                           ---------------------
                                                           (Assistant Secretary)




Date:  August 19, 1997
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