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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 4, 1997

                                   ----------

                                   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
- --------------------

                  On November 4, 1997, the  shareholders of Monterey  Resources,
                  Inc.  ("Monterey"),  approved  the merger of  Monterey  with a
                  subsidiary of the Registrant,  and the merger became effective
                  on  that  date.  Under  the  terms  of  the  merger,  Monterey
                  shareholders will receive 0.3471 shares of Texaco Common Stock
                  for each share of Monterey Common Stock,  which will result in
                  the issuance of 19,018,624 shares of Texaco Inc. Common Stock,
                  if all  Monterey  shares  are  converted.  As a result  of the
                  merger,  Monterey  became  a  wholly-owned  subsidiary  of the
                  Registrant.


                  In this connection, on November 4, 1997, the Registrant issued
                  a  Press  Release  entitled  "Monterey  Resources Shareholders
                  Approve  Merger  With  Texaco,"  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
- --------------------------------------------------------------------------

            99.1  Press  Release  issued  by Texaco Inc. dated November 4, 1997,
                  entitled  "Monterey  Resources  Shareholders  Approve   Merger
                  with Texaco."




PR8knov4








                                   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:  November 6, 1997
       ----------------
                                                                    EXHIBIT 99.1

                         MONTEREY RESOURCES SHAREHOLDERS
                         -------------------------------
                           APPROVE MERGER WITH TEXACO
                           --------------------------

FOR  IMMEDIATE  RELEASE:   TUESDAY,   NOVEMBER  4,  1997.
- --------------------------------------------------------
         WHITE  PLAINS,  N.Y.,  &  BAKERSFIELD,  CALIF., Nov.  4  -  Texaco Inc.
announced today that the shareholders of Monterey Resources, Inc. overwhelmingly
approved the merger of Monterey with Texaco.
         Under terms of the  agreement,  Monterey  Resources  shareholders  will
receive  0.3471 shares of Texaco common stock for each share of Monterey  stock.
As a result of the merger,  Monterey  will become a wholly owned  subsidiary  of
Texaco,  thereby  enabling  Texaco to maximize the potential value of Monterey's
oil and gas assets.
         The  transaction  will   immediately   increase   Texaco's   California
production by 54,000  barrels per day, to 180,000  barrels per day. In addition,
substantial growth in production is anticipated over the next few years.
         Commenting on the merger,  Texaco Chairman and Chief Executive  Officer
Peter I. Bijur said,  "The  combination  of  significant  reserves  and talented
employees  will enable us to further  capitalize on our expertise in heavy crude
oil  production.  Through  technological  leadership  and the employment of best
practices,  we will build on  Texaco's  existing  success  in the U.S.  upstream
sector."
         R. Graham  Whaling,  Chairman and Chief  Executive  Officer of Monterey
Resources,  said,  "The  results  of the vote  certainly  endorse  the merger of
Monterey into Texaco. We are pleased that the transaction adds significant value
for our shareholders and job opportunities for our employees."
         Claire S. Farley, Vice President of Texaco and President, North America
Production,  added,  "We have  adopted  the  phrase  'Building  the Best  Future
Together'  to express  Texaco and  Monterey's  shared  ambition  of  effectively
merging these two  organizations.  We are confident this merger will allow us to
continue our momentum in building an outstanding and competitive business."


                                     - xxx-


EDITORS NOTE: This press release contains projections and other  forward-looking
statements  within the meaning of section 21E of the Securities and Exchange Act
of 1934. These projections and statements  reflect the companies'  current views
with  respect  to  future  crude oil  production.  No  assurances  can be given,
however,  that these levels of  production  will be achieved and actual  results
could differ  materially from those projected as a result of certain factors.  A
discussion of these factors is included in the companies' periodic reports filed
with the Securities and Exchange Commission.

CONTACTS:                  Faye Cox         805-326-4533
                           Chris Gidez      914-253-4042