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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):
                                  July 1, 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
- ---------------------

1.                Texaco Inc.,  Shell Oil Company and Saudi Aramco announced the
                  formation and operational start-up, effective July 1, 1998, of
                  Motiva  Enterprises  LLC,  a  joint  venture  combining  major
                  elements of the three  companies'  eastern and Gulf Coast U.S.
                  refining  and  marketing  businesses.  Shell  has  35  percent
                  ownership  and Texaco and Saudi  Refining,  Inc.,  a corporate
                  affiliate of Saudi Aramco, each have 32.5 percent ownership of
                  the company.

                  In this connection,  on July 1, 1998, the Registrant  issued a
                  Press  Release  entitled  "Texaco,   Shell  and  Saudi  Aramco
                  Announce   Formation  and  Operational   Start  Up  of  Motiva
                  Enterprises,"  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

         99.1     Press Release issued by the Registrant dated July 1, 1998, 
                  entitled "Texaco,  Shell and Saudi Aramco Announce Formation
                  and Operational Start Up of Motiva Enterprises."











                                   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:  July 1, 1998
       ------------
                                                                    EXHIBIT 99.1


                     TEXACO, SHELL AND SAUDI ARAMCO ANNOUNCE
                     ---------------------------------------

            FORMATION AND OPERATIONAL START-UP OF MOTIVA ENTERPRISES
            --------------------------------------------------------


FOR IMMEDIATE RELEASE: WEDNESDAY, JULY 1, 1998.
- -----------------------------------------------
         WHITE PLAINS,  N.Y., July 1 -- Texaco Inc., Shell Oil Company and Saudi
Aramco  today  announced  the  formation  and  operational  start-up  of  Motiva
Enterprises  LLC,  a  joint  venture  combining  major  elements  of  the  three
companies' eastern and Gulf Coast U.S. refining and marketing businesses.  Shell
has 35 percent  ownership  and  Texaco and Saudi  Refining,  Inc.,  a  corporate
affiliate of Saudi Aramco, each have 32.5 percent ownership of the company.
         Motiva  Enterprises LLC, headquartered  in Houston,  will  market under
the Texaco and Shell  brands.  L. Wilson  Berry,  formerly  President  of Texaco
Refining and Marketing Inc., is President and Chief Executive  Officer of Motiva
Enterprises.
         In  January  1998,   Texaco  and  Shell  announced  the  formation  and
operational  start-up  of a  separate  joint  venture  under  the  name  Equilon
Enterprises LLC. Equilon Enterprises combines the major elements of Texaco's and
Shell's western and Midwestern U.S. refining and marketing  businesses and their
nationwide  transportation  and lubricants  businesses.  Texaco has a 44 percent
ownership in Equilon Enterprises and Shell owns 56 percent of the company.
         In addition to Motiva  Enterprises,  the companies  also  announced the
formation of two jointly  owned units that will support the  operations  of both
Motiva  Enterprises  and Equilon  Enterprises.  Equiva Services LLC will provide
administrative  support  services to the joint venture  companies,  while Equiva
Trading Company will function as the companies' trading unit.
         Seth L.  Sharr,  formerly  President  and CEO of Star  Enterprise,  the
refining and marketing  joint venture  between  subsidiaries of Texaco and Saudi
Aramco, will be President of Equiva Services LLC. Arthur A. Nicoletti,  formerly
President of Texaco Trading and Transportation  Inc., will serve as President of
Equiva Trading Company.
Both units will be based in Houston.

                                    - more -


                                      - 2 -

         The exploration,  production and chemical  businesses of Shell,  Texaco
  and Saudi Aramco are not included in either of the alliances.
         Texaco  Inc.  is  based  in White Plains,  N.Y.  Shell Oil Company is a
Houston-based  affiliate  of the Royal  Dutch/Shell  Group of  Companies.  Saudi
Aramco is the  state-owned  oil  company  of the  Kingdom of Saudi  Arabia.  The
company's U.S. corporate affiliate Saudi Refining, Inc. is based in Houston.

                                      -xxx-

For more information contact:       Shell Oil Company
                                    Kitty Borah, Stacy Hutchinson,  713-241-4544
                                    Sarah Payne
                                    Texaco
                                    Paul Weeditz (Houston)          713-752-6475
                                    Shawn Frederick (Houston)       713-752-4672
                                    Saudi Refining, Inc.
                                    Henry Hayes                     713-432-4149
                                    Bill Tracy                      713-432-4645