INFORMATION REQUIRED IN PROXY STATEMENT
                            SCHEDULE 14A INFORMATION

          Proxy Statement Pursuant to Section 14(a) of the Securities
                              Exchange Act of 1934

Filed by the Registrant October 17, 2000     [X]
Filed by a Party other than the Registrant   [ ]

Check the appropriate box:
[ ] Preliminary proxy statement.
[ ] Confidential, for use of the commission only (as permitted by Rule
    14a-6(e)(2)).
[ ] Definitive proxy statement.
[ ] Definitive additional materials.
[X] Soliciting material under Rule 14a-12.

                                   TEXACO INC.
                (Name of Registrant as Specified in Its Charter)

    (Name of Person(s) Filing Proxy Statement, if Other Than the Registrant)


Payment of filing fee (check the appropriate box):

[X]  No fee required.

[ ]  Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
     (1) Title of each class of securities to which transaction applies:
     (2) Aggregate number of securities to which transaction applies:
     (3) Per unit price or other underlying value of transaction computed
         pursuant to Exchange Act Rule 0-11 (set forth the amount on which
         the filing fee is calculated and state how it was determined):
     (4) Proposed maximum aggregate value of transaction:
     (5) Total fee paid:

[ ]  Fee paid previously with preliminary materials.

[ ]  Check box if any part of the fee is offset as provided by Exchange Act
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     (1) Amount Previously Paid:
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                          ****************************



[Chevron Texaco Merger Transaction Overview]

[Chevron logo]                                                     [Texaco logo]

                              TRANSACTION OVERVIEW
             Merger Creates A U.S.-Based, Global Enterprise That Is
                  Highly Competitive Across All Energy Sectors

================================================================================
Terms                o  More than $100 billion enterprise value
                     o  Texaco  shareholders  to  receive  .77  shares  of
                        Chevron  common  stock  for each  share of  Texaco
                        common stock they own, representing  approximately
                        $64.87 per Texaco share based on the closing price
                        of Chevron common stock on October 13, 2000
                     o  Chevron  shareholders to retain existing shares
                     o  Chevron shareholders to own  approximately  61% of
                        ChevronTexaco
                     o  Texaco   shareholders   to   own   approximately   39%
                        of  ChevronTexaco
                     o  Accretive  to  earnings  and cash flow per  share upon
                        realization of cost savings
================================================================================
Combined Company     o  Headquarters: San Francisco, California
Facts                o  Operations throughout the world
                     o  Year-end  1999  reserves  of 11.2  billion  BOE
                     o  1H 2000 combined  daily  production  of 2.7 million BOE
                     o  Assets of $77  billion
                     o  Third-largest oil and gas producer in the United States
                             o  Production  of 1.1  million BOE per day
                             o  Nation's third largest  reserve  position
                             o  4.2 billion BOE of proved reserves
================================================================================
Cost Savings         o  Significant annual cost savings of at least $1.2 billion
                        to be achieved within 6-9 months of merger  close
                             o  Approximately  $700 million to come from more
                                efficient exploration and production
                             o  Approximately  $300 million to  come from
                                consolidation of corporate  functions  and $200
                                million from  other  operations
                             o  Combined  workforce  of about  57,000 to be
                                reduced  by  approximately 7% worldwide
                     o  Chevron and Texaco have proven track records of
                        achieving cost savings
================================================================================
Management,          o  Senior management:
Integration and              o  Dave O'Reilly - Chairman & CEO
Board                        o  Richard Matzke - Vice Chairman, Upstream
                             o  Peter  Bijur  - Vice  Chairman,  Downstream,
                                Power  and  Chemicals
                     o  Integration  team to be led by:
                             o  John Watson -  Chevron  Vice  President  and CFO
                             o  Patrick Lynch - Texaco Senior Vice President
                                and CFO
                     o  Board of  Directors to be  proportional to equity split
================================================================================
Closing Conditions   o  Shareholder approvals of Chevron and Texaco
                     o  Regulatory clearances
                     o  Pooling of accounting treatment
                     o  Chevron  and Texaco  anticipate  that the FTC will
                        require   certain   divestitures   in   the   U.S.
                        downstream  business  in order to  address  market
                        concentration  issues, and the companies intend to
                        cooperate with the FTC in this process




Private Securities Litigation Reform Act Safe Harbor Statement

Except for the historical and present factual information  contained herein, the
matters set forth in this press release, including statements as to the expected
benefits of the merger such as  efficiencies,  cost savings,  market profile and
financial  strength,  and the  competitive  ability and position of the combined
company, and other statements identified by words such as "expects," "projects,"
"plans,"  and similar  expressions  are  forward-looking  statements  within the
meaning of the "safe  harbor"  provisions of the Private  Securities  Litigation
Reform Act of 1995.  These  forward-looking  statements are subject to risks and
uncertainties that may cause actual results to differ materially,  including the
possibility  that the  anticipated  benefits  from the  merger  cannot  be fully
realized,  the possibility that costs or difficulties related to the integration
of our businesses  will be greater than expected,  the impact of competition and
other risk  factors  relating to our  industry as detailed  from time to time in
each of Chevron's and Texaco's  reports  filed with the SEC.  Chevron and Texaco
disclaim any responsibility to update these forward-looking statements.

Additional Information

Chevron and Texaco  will file a proxy  statement/prospectus  and other  relevant
documents concerning the proposed merger transaction with the SEC. Investors are
urged to read the proxy  statement/prospectus  when it becomes available and any
other relevant  documents filed with the SEC because they will contain important
information.  You will be able to  obtain  the  documents  free of charge at the
website  maintained  by the SEC at  www.sec.gov.  In  addition,  you may  obtain
documents  filed with the SEC by Chevron  free of charge by  requesting  them in
writing from Chevron  Corporation,  575 Market Street, San Francisco,  CA 94105,
Attention:  Corporate  Secretary,  or by  telephone at (415)  894-7700.  You may
obtain  documents filed with the SEC by Texaco free of charge by requesting them
in writing from Texaco Inc., 2000  Westchester  Avenue,  White Plains,  New York
10650, Attention: Secretary, or by telephone at (914) 253-4000.

Chevron and Texaco, and their respective  directors and executive officers,  may
be  deemed  to  be  participants  in  the   solicitation  of  proxies  from  the
stockholders  of Chevron and Texaco in connection  with the merger.  Information
about the  directors and  executive  officers of Chevron and their  ownership of
Chevron  stock is set forth in the proxy  statement  for  Chevron's  2000 Annual
Meeting of stockholders.  Information about the directors and executive officers
of  Texaco  and  their  ownership  of  Texaco  stock is set  forth in the  proxy
statement for Texaco's 2000 Annual Meeting of stockholders. Investors may obtain
additional  information  regarding the interests of such participants by reading
the proxy statement / prospectus when it becomes available.

Investors should read the proxy  statement/prospectus  carefully when it becomes
available before making any voting or investment decisions.


[Chevron logo]     Chevron Corporation
                   Fact Sheet

                                                        [View Texaco Fact Sheet]

Chevron Corporation (NYSE: CHV), one of the world's largest integrated petroleum
companies,  is  involved  in  every  aspect  of the oil and gas  industry,  from
exploration and production to transportation,  refining and retail marketing, as
well as chemicals  manufacturing  and sales.  Active in more than 90  countries,
Chevron employs about 31,000 people worldwide.


Primary  Financial  Goals:
* No. 1 in total  shareholder  return for the 2000-2004  period versus
industry peers
* 15 percent earnings  per-share growth over the next three years
* 12 percent  minimum return on capital  employed
* 4-4.5 percent annual worldwide net production  growth in barrels of oil
equivalent
* Operating expense of $4.85  per  barrel or lower by 2001

Exploration  and  Production  (upstream)
Chevron is one of the leaders in worldwide  liquids  production.  The  company's
strategy  of focusing  on  international  upstream  activities  has  resulted in
international  liquids  production  increasing  for 10  consecutive  years.  The
company has  extensive oil and natural gas  production  outside North America in
such  diverse  environments  as  Kazakhstan,  Angola,  Nigeria,  the North  Sea,
Australia,  Indonesia,  Venezuela,  Republic of Congo, Thailand, China and Papua
New Guinea. In North America,  major producing areas include the Gulf of Mexico,
California,     Texas     and    off    the    east     coast     of     Canada.

Refining/Marketing/Transportation  (downstream)
Chevron is one of the largest U.S. marketers of gasoline, diesel fuel, jet fuel,
aviation fuel and other petroleum products. Chevron's gasoline sales are focused
in the western,  southwestern  and southern  United  States  through about 8,000
retail outlets. Major refineries are located at El Segundo and Richmond, Calif.;
Pascagoula,  Miss.;  Salt Lake City,  Utah; El Paso,  Texas;  and Honolulu,  Hi.
Chevron is also the leading marketer in British Columbia, Canada.

Caltex  Corporation,  a 50 percent  joint  venture  with  Texaco,  is  Chevron's
refining  and  marketing  arm in the  Asia-Pacific  region,  the Middle East and
southern and eastern Africa.  The Caltex network includes  refining,  marketing,
supply, trading,  distribution,  shipping and storage of crude oil and petroleum
products.

Chemicals
Chevron Phillips Chemical Co. is a world-scale  competitor in the petrochemicals
industry.  It manufactures and markets a variety of industrial chemicals in more
than 80 countries  worldwide.  Major products include  styrene,  polystyrene and
olefins, as well as additives for fuels and lubricants.



Financial  Highlights (year ended  December 31)
(In millions of dollars  except per share amount)        1999         1998

                                                             
Operating  Revenue*                                   $35,448      $29,943
Net Income                                             $2,070       $1,339
Total Assets                                          $40,668      $36,540
Earnings per Share
Basic                                                   $3.16        $2.05
Diluted                                                 $3.14        $2.04
Average diluted common shares (millions)              656,345      653,026


* Includes sales to other Chevron Companies






Operating Statistics
(Per Day)                                                1999         1998
                                                               
Net Liquids Production (Thousands of Barrels)           1,127        1,107
Net Natural Gas Production (Millions of Cubic Feet)     2,513        2,393
Sales of Natural Gas (Millions Cubic Feet)              4,936        4,807
Refinery Input (Thousands of Barrels)                   1,423        1,343



Headquarters
575 Market Street
San Francisco, CA 94105
www.Chevron.com


[ Return to top ]




[Texaco Logo]   Texaco Incorporated
                Fact Sheet

Texaco Inc. (NYSE: TX) is a fully integrated energy company engaged in exploring
and producing  oil and natural gas;  manufacturing  and  marketing  high-quality
fuels and lubricant products; operating trading, transportation and distribution
facilities;  and  producing  power.  Directly  and  through  affiliates,  Texaco
operates in more than 150 countries.

Exploration and Production
Texaco is transforming  its global  portfolio of oil and natural gas assets with
new  legacy  projects.  Our  focused  exploration  program  is  concentrated  in
deepwater Gulf of Mexico, Brazil and West Africa with major development projects
in Nigeria,  Kazakhstan,  Venezuela and the  Philippines.  Core production areas
include  the United  States,  the UK North Sea,  the Middle East and the Pacific
Rim. Texaco's high impact strategy  concentrates on finding and  commercializing
projects characterized by large-scale reserves,  25-40 year production lives and
high margins. For instance,  Texaco's billion barrel discovery offshore Nigeria,
called  Agbami,  will produce  about  180,000  barrels of oil  equivalent a day.
Texaco is  replacing  existing  non-strategic  assets  with new impact  projects
measured on key return  metrics to lay the  foundation  for  "smart"  growth and
deliver superior value to its shareholders.

Refining, Marketing and Distribution
Directly and through its affiliates,  Texaco's global  operations  provide crude
oil products in 110 countries. In Latin America and the Caribbean, Texaco is the
leading  marketer of lubricants  and fuels,  and we have a strong  marketing and
refining presence in Northwest  Europe.  Caltex  Corporation,  our joint venture
with Chevron, has a major presence in Asia-Pacific, the Middle East and Africa.

A few years ago Texaco  formed two major joint  ventures to increase  efficiency
and gain superior  market share.  Equilon  combines the elements of Texaco's and
Shell's Western and Midwestern U.S. refining and marketing  businesses and their
nationwide trans-portation and lubricants business. Motiva combines the refining
and marketing  businesses of Texaco, Shell and Saudi Aramco in the East and Gulf
Coast.  These  alliances  are  streamlining  their  operations,   continuing  to
capitalize on  value-enhancing  synergies and building  superior market share in
their focus areas.

Global Gas and Power
Texaco is identifying new  opportunities  to leverage  strengths in natural gas,
power  generation  and  gasification  technology.  Texaco is one of the  largest
natural gas producer- marketers in the United States,  operating more than 1,500
miles of pipeline,  50  interconnects  and eight  billion cubic feet of storage.
Texaco  currently has equity  interests in 47 power projects  operating or under
development  around the world,  with a total  generating  capacity  in excess of
5,400 megawatts.  Additionally,  Texaco is the recognized leader in gasification
technology,  an  environmentally  superior  process  that can convert  low-value
materials - like refinery residue - into a clean synthesis gas.

Advanced Energy Technology
Texaco  is  actively  engaged  in  the  development  and   commercialization  of
environmentally smart advanced  technologies such as fuel cells,  photovoltaics,
advanced batteries and hydrogen storage.  Market forces and rising environmental
standards are driving the  development of the next generation of energy products
and is positioning itself to be a leader in this technological future.




Financial Highlights (year ended December 31)
(In millions of dollars except per share amount)         1999          1998
                                                             
Operating Income                                       $1,214          $894
Operating Expanses                                     $2,319        $2,508
Net Income                                             $1,177          $578
Total Assets                                          $28,972       $28,570
Earnings per Share
Basic                                                   $2.14         $0.99
Diluted                                                 $2.14         $0.99
Average Common Shares Diluted (millions)              537,860       528,965





Operating Statistics
(Per Day, Worldwide)                                     1999         1998
                                                             
Net Liquids Production (Thousands of Barrels)             885       930
Net Natural Gas Production (Millions of Cubic Feet)     1,999     2,227
Sales of Natural Gas (Millions Cubic Feet)              3,940     4,537
Refinery Input (Thousands of Barrels)                   1,491     1,530


Financial Goals
* Grow earnings 10-13% annually
* Deliver 11-13% return on capital employed over next four years
* Generate top-quartile cash from operations
* Maintain strong "A" credit rating


Headquarters
2000 Westchester Avenue
White Plains, NY 10650
www.Texaco.com
Contact Information                   Media Relations
Investor Services                     Phone: 914.253.4177
Phone: 800.283.9785                   E-mail:
E-mail: invest@Texaco.com             presscenter@Texaco.com

[Return to top]    [View Chevron Fact Sheet]