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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


                                   ----------

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

(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
                                                                    EXHIBIT 99.1

                TEXACO AND SHELL END DISCUSSIONS ON FORMATION OF
                ------------------------------------------------
                EUROPEAN MARKETING & MANUFACTURING JOINT VENTURE
                ------------------------------------------------

FOR  IMMEDIATE  RELEASE:   MONDAY,  NOVEMBER  30, 1998.
- ------------------------------------------------------

         LONDON,  U.K.,  Nov. 30 - Texaco and Shell  Europe Oil  Products  today
announced  that  discussions  aimed at forming an alliance of their European oil
products marketing and manufacturing activities have ended. The companies signed
a  non-binding  Memorandum  Of  Understanding  (MOU) in September to explore the
possibilities  of  forming an  alliance,  subject to  successful  completion  of
negotiations.  The  two  companies  have  mutually  agreed  to  discontinue  the
discussions.
         Commenting on the  announcement,  Texaco Inc. Senior Vice President and
President,  Global  Businesses,  Glenn F. Tilton said, "Since the signing of the
MOU, the two companies have worked diligently to develop a business plan for the
proposed  venture.  Over time,  however,  it became clear that the proposed plan
would not maximize shareholder value for both companies. I have every confidence
that Texaco can  continue  to operate as a  successful  marketer  and refiner in
Europe.  Additionally,  it should be stressed that this  announcement  in no way
impacts our continued  confidence in our existing  alliance in the United States
with Shell and Saudi Aramco."

                                     - xxx -


CONTACTS:      London Press Office
               Paul Bray           ###-##-####
               Rachel Moore        ###-##-#### or 4477

               New York Public Relations
               Chris Gidez         914-253-4042
               Kelly McAndrew      914-253-6295