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):
                                October 24, 2000



                                   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)



Item 5. Other Events - --------------------- On October 24, 2000, the Registrant issued an Earnings Press Release entitled "Texaco Reports Third Quarter 2000 Results," 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 Texaco Inc. dated October 24, 2000, entitled "Texaco Reports Third Quarter 2000 Results."

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: /s/ MICHAEL H. RUDY ------------------------------ (Secretary) Date: October 24, 2000 ----------------

                                                                    EXHIBIT 99.1

                   TEXACO REPORTS THIRD QUARTER 2000 RESULTs
                   -----------------------------------------

FOR IMMEDIATE RELEASE: TUESDAY, OCTOBER 24, 2000.
- -------------------------------------------------
    WHITE PLAINS, N.Y., Oct. 24, 2000 -- Texaco reported today third quarter
2000 income before special items of $815 million ($1.49 per share). Net income
for the period was $798 million ($1.46 per share).




                                EARNINGS SUMMARY

                                Third Quarter            Nine Months
                                -------------          ---------------
                                2000     1999          2000      1999
- ----------------------------------------------------------------------
                                                   
Income before
 special items
 (millions)                   $  815   $  453       $ 2,058    $  844
       Per share              $ 1.49   $ 0.83       $  3.76    $ 1.53
Net income
 (millions)                   $  798   $  387       $ 1,997    $  859
       Per share              $ 1.46   $ 0.71       $  3.65    $ 1.56
- ----------------------------------------------------------------------



    Chairman and Chief Executive Officer Peter I. Bijur commented, "We
posted record earnings in the third quarter, due largely to sharply
higher worldwide crude oil and U.S. natural gas prices, which greatly
benefited our upstream operations. These higher prices were a result
of several market factors, including increased global demand. Also
contributing to upstream results was production from the Petronius
field in the Gulf of Mexico which started-up in July. In the
downstream, marketing margins, especially in the Caltex area, remained
under pressure as higher crude oil costs could not be fully recovered
in the marketplace."
    Bijur added, "Our capital and exploratory spending rose $600
million this year as we continued to invest in major upstream
development projects and in alternate energy and power projects. In
Nigeria, the successful Ekoli-1 exploration well recently confirmed
the extension of Texaco's Agbami oil discovery on block 216 into the
adjacent block 217."
    Commenting on the recently announced merger between Texaco and
Chevron, Bijur said, "The two companies are natural partners. The
merger will create a U.S.-based global enterprise that is highly
competitive across all energy sectors."

-2- Third Quarter Nine Months ------------- --------------- Texaco Inc. 2000 1999 2000 1999 (Millions of dollars): - ---------------------------------------------------------------------- Income before special items $ 815 $ 453 $2,058 $ 844 ------ ------ ------ ------ Net losses on major asset sales (12) (80) (77) (135) Tax issues - - 46 65 Inventory valuation adjustments - 14 - 152 Employee benefits revision - - 18 - Litigation and environmental issues (5) - (22) - Reorganization, restructuring and employee separation costs - - (12) (67) Net loss on Erskine pipeline - - (14) - ------ ------ ------ ------ Special items (17) (66) (61) 15 ------ ------ ------ ------ Net income $ 798 $ 387 $1,997 $ 859 ====== ====== ====== ====== Details on special items are included in the following segment information. OPERATING RESULTS EXPLORATION AND PRODUCTION Third Quarter Nine Months ------------- --------------- United States (Millions of dollars): 2000 1999 2000 1999 - ---------------------------------------------------------------------- Operating income before special items $ 487 $ 258 $1,241 $ 423 Special items (8) - (115) 21 ------ ------ ------ ------ Total operating income $ 479 $ 258 $1,126 $ 444 ====== ====== ====== ====== U.S. Exploration and Production earnings for the third quarter and first nine months of 2000 were significantly higher than last year due to higher crude oil and natural gas prices. World crude oil prices were exceptionally strong during the third quarter. Despite production increases by OPEC members, concerns over low global inventories of both crude oil and refined products helped push crude oil prices to their highest levels since the Gulf War in 1991. The spot price of WTI crude oil averaged $31.66 per barrel during the third quarter, nearly $10.00 per barrel higher than in 1999. Texaco's realized crude oil prices for the third quarter and first nine months of 2000 were $28.11 and $25.79 per barrel, 69 percent and 101 percent higher than last year. U.S. natural gas prices also rose to record levels during the quarter, as low storage levels and continued strong demand exceeded the modest recovery in domestic production. For the third quarter and first nine months of 2000, Texaco's -more-

-3- average realized natural gas prices were $4.01 and $3.23 per MCF, 64 percent and 55 percent above last year. Daily production decreased for both the third quarter and year. This expected reduction was due to the sale of non-core producing properties and natural field declines. First production from our Petronius project in the Gulf of Mexico began in July and is expected to average about 12,000 BOE per day in the fourth quarter. During the third quarter, we received $61 million from the sale of non-core producing properties, bringing our total cash proceeds for nine months 2000 to $391 million. Operating expenses increased this year as higher crude oil and natural gas prices led to significantly higher utilities expenses and production taxes. Exploratory expenses for the third quarter were $29 million before tax, $17 million higher than last year due to increased activity in the Gulf of Mexico. Exploratory expenses for the first nine months of 2000 were $70 million before tax, $34 million lower than last year, reflecting reduced activities. Results for the first nine months of 2000 included special charges of $115 million, including $8 million in the third quarter, for net losses on the sales of non-core producing properties. Results for 1999 included a special gain of $21 million for the sale of our interest in several California fields, a special benefit of $11 million for a production tax refund and a special charge of $11 million for employee separation costs. Third Quarter Nine Months ------------- --------------- International (Millions of dollars): 2000 1999 2000 1999 - ---------------------------------------------------------------------- Operating income before special items $ 299 $ 129 $ 787 $ 191 Special items (4) - 62 (2) ------ ------ ------ ------ Total operating income $ 295 $ 129 $ 849 $ 189 ====== ====== ====== ====== International Exploration and Production operating results for the third quarter and first nine months of 2000 were considerably higher than last year due mostly to higher crude oil prices. Market conditions have continued to keep crude oil prices strong throughout the first nine months despite OPEC actions to increase production. Our realized crude oil prices for the third quarter and nine months 2000 were $26.69 and $24.60 per barrel, 57 percent and 84 percent higher than last year. Average natural gas prices were $1.58 per MCF for the third quarter and $1.50 per MCF for the first nine months, 17 percent and 10 percent above last year. Daily production decreased six percent for the third quarter and nine months 2000 due to scheduled maintenance and repairs in our U.K. North Sea operations, lower lifting entitlements for cost recovery in Indonesia as a result of higher crude oil prices and the planned sale of non-core producing -more-

-4- properties. Production in the Partitioned Neutral Zone and the Karachaganak field in the Republic of Kazakhstan continues to be above last year's levels. We have received cash proceeds of $137 million from the sale of non-core producing properties this year. Operating expenses for the third quarter were flat with last year, while expenses for the first nine months decreased slightly. Exploratory expenses for the third quarter were $77 million before tax, slightly higher than last year. Exploratory expenses for the first nine months were $149 million before tax, $29 million lower than last year which included an unsuccessful exploratory well in a new offshore area of Trinidad. Results for the third quarter of 2000 included a special charge of $4 million for net losses on the sale of non-core producing properties. Results for 2000 also included a special benefit of $80 million for net gains on the sale of non-core producing properties and a special charge of $14 million for net losses resulting from the Erskine pipeline interruption in the U.K. North Sea recorded earlier in the year. Results for 1999 included a special charge of $2 million for employee separation costs. REFINING, MARKETING AND DISTRIBUTION Third Quarter Nine Months --------------- --------------- United States (Millions of dollars): 2000 1999 2000 1999 - ---------------------------------------------------------------------- Operating income before special items $ 82 $ 118 $ 175 $ 283 Special items (5) - (35) (79) ------ ------ ------ ----- Total operating income $ 77 $ 118 $ 140 $ 204 ====== ====== ====== ===== U.S. Refining, Marketing and Distribution earnings were lower than last year for both the third quarter and the first nine months. Equilon's earnings declined from last year due to depressed marketing margins as pump prices lagged increases in supply costs in a very competitive market. Weak lubricant margins as a result of higher base oil costs also negatively impacted earnings. Maintenance activity at the Puget Sound, Martinez and Wood River refineries adversely impacted results for both years. Compared to last year, Motiva's results benefited from improved East and Gulf Coast refining margins as a result of lower gasoline and distillate inventories due to industry refinery downtime. Maintenance activities earlier this year at the Delaware City and Port Arthur refineries adversely impacted results. While refining results improved, marketing margins were negatively impacted by higher supply costs, which were not fully recovered in the market, and by lower branded gasoline sales volumes. -more-

-5- Results for the third quarter of 2000 included a $5 million special charge for environmental issues. Additionally, results for 2000 included special charges of $31 million for the loss on the sale of the Wood River refinery and $17 million for a patent litigation issue and a special gain of $18 million for an employee benefits revision. Results for 1999 included special charges of $76 million for losses on refinery asset sales and $11 million for employee separation costs and a special benefit of $8 million for inventory valuation adjustments. Third Quarter Nine Months ------------- --------------- International (Millions of dollars): 2000 1999 2000 1999 - ---------------------------------------------------------------------- Operating income before special items $ 61 $ 72 $ 214 $ 293 Special items - (66) (12) 84 ------ ----- ------ ------ Total operating income $ 61 $ 6 $ 202 $ 377 ===== ===== ====== ====== International Refining and Marketing earnings before special items for the third quarter of 2000 decreased from last year. Marketing results declined from lower margins in the Caltex area, Europe and Latin America. Refining results improved dramatically in Europe from higher margins in the U.K. and the Netherlands, but decreased in Latin America due to increased crude costs. Results for the first nine months of 2000 declined due to weak marketing margins from increased costs and highly competitive market conditions in the Caltex region, Latin America, West Africa and Europe. Lower volumes impacted Latin America and West Africa. Refining results were mixed as European and Asian margins improved, while the inability to fully recover increased crude costs negatively impacted refining margins in Panama and Guatemala. Rising utility costs negatively impacted refining results in all areas. Results for 2000 included first quarter special charges of $12 million for employee separation costs. Results for the third quarter of 1999 included net special charges of $66 million. These net charges included $32 million for our share of Caltex' loss on the sale of its equity interest in Koa Oil Co., Ltd. and $48 million for related deferred currency translation amounts plus favorable inventory valuation adjustments of $14 million. Additionally, results for 1999 included special benefits of $130 million for favorable inventory valuation adjustments and $54 million for a Korean tax benefit, as well as restructuring charges in Caltex of $25 million and employee separation costs in Europe and Latin America of $9 million. -more-

-6- GLOBAL GAS AND POWER Third Quarter Nine Months ------------- --------------- (Millions of dollars): 2000 1999 2000 1999 - ---------------------------------------------------------------------- Operating income before special items $ 13 $ 6 $ 33 $ 16 Special items - - - (3) ----- ---- ----- ----- Total operating income $ 13 $ 6 $ 33 $ 13 ===== ==== ===== ===== Operating results for 2000 benefited from the recovery of natural gas liquids prices. Results for the first nine months of 1999 included gains from several asset sales, including a gas gathering pipeline in the U.S. and our 50 percent interest in a U.K. retail gas marketing venture. Results for 1999 included a special charge of $3 million for employee separation costs. CORPORATE/NON-OPERATING RESULTS Third Quarter Nine Months ------------- --------------- (Millions of dollars): 2000 1999 2000 1999 - ---------------------------------------------------------------------- Results before special items $ (123) $ (129) $ (386) $ (359) Special items - - 39 (6) ------ ------ ------ ------ Total corporate/non-operating $ (123) $ (129) $ (347) $ (365) ====== ====== ====== ====== Corporate and non-operating expenses before special items for the third quarter and first nine months of 2000 included lower interest and higher corporate expenses, including spending for our Olympic sponsorship program. Results for the first nine months of 1999 benefited from a $21 million gain on the sale of marketable securities earlier in the year. Results for 2000 included a special benefit of $46 million for favorable income tax settlements and a special charge of $7 million for early extinguishment of debt associated with the anticipated sale of an offshore producing facility in the U.K. North Sea. Results for 1999 included a special charge of $6 million for employee separation costs. CAPITAL AND EXPLORATORY EXPENDITURES Capital and exploratory expenditures were $2,803 million for the first nine months of 2000, compared with $2,176 million for 1999. -more-

-7- Total upstream expenditures increased by 36 percent as we continued to focus on high impact projects. The international segment of the upstream increased by 57 percent as investment continued in the Malampaya natural gas project in the Philippines and the Karachaganak field in Kazakhstan. In addition to these projects, spending continued on the Captain B project in the U.K. North Sea and for development work in Nigeria deepwater. In the United States spending increased six percent. Expenditures in 2000 occurred in the Central and Permian basin regions while 1999 spending focused on the Gemini project in the deepwater Gulf of Mexico. Expenditures for Global Gas and Power increased more than 95 percent in 2000. Contributing to this increase was the purchase of a 20 percent investment in Energy Conversion Devices, Inc. and the development of a power project in Thailand. This project, in which Texaco holds a 37.5 percent interest, became operational July 1, 2000 and is a "state of the art" power plant in Thailand. These initiatives are representative of Texaco's continuing efforts to become a leader in the development of energy technology. In the United States downstream, refinery expenditures declined with the sales of the El Dorado refinery in November of 1999 and the Wood River refinery in June of 2000. In the international segment, expenditures decreased due to the completion of a project at the Pembroke refinery last year and lower spending in the U.K. marketing segment in 2000. - xxx - CONTACT: Andy Norman 914-253-4068 INVESTOR RELATIONS: Elizabeth Smith 914-253-4478 Listen in live to Texaco's third quarter 2000 earnings discussion with financial analysts on Tuesday, October 24th at 11:30 am EDT at: http://www.webevents.broadcast.com/texaco/q300earnings ------------------------------------------------------ For technical assistance, call Sheila Lujan at 800-366-9831 Note: This press release contains a number of forward-looking statements within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. In particular, statements made concerning Texaco's expected performance and financial results in future periods are based upon Texaco's current expectations and beliefs and are subject to a number of known and unknown risks and uncertainties that could cause actual results to differ materially from those described in the forward-looking statements. The following factors known to Texaco, among others, could cause Texaco's actual results to differ materially from those described in the forward-looking statements: decreased demand for motor fuels, natural gas and other products; worldwide and industry economic conditions; inaccurate forecasts of crude oil, natural gas and petroleum product prices and production; higher costs, expenses and interest rates; etc. In addition, you are encouraged to review Texaco's latest reports filed with the SEC, including Texaco's Annual Report on Form 10-K filed with the SEC on March 24, 2000, which describes a number of additional risks and uncertainties that could cause actual results to vary materially from those listed in the forward-looking statements made in this press release. -more-

-8- Income (loss) Third Quarter(a) Nine Months(a) (Millions of dollars) ------------------ ----------------- 2000 1999 2000 1999 ------ ------ ------ ------ Exploration and production United States $ 479 $ 258 $1,126 $ 444 International 295 129 849 189 ----- ----- ------ ----- Total 774 387 1,975 633 Refining, marketing and distribution United States 77 118 140 204 International 61 6 202 377 ----- ----- ------ ----- Total 138 124 342 581 Global gas and power 13 6 33 13 ----- ----- ------ ----- Total operating segments 925 517 2,350 1,227 ----- ----- ------ ----- Other business units (4) (1) (6) (3) Corporate/Non-operating (123) (129) (347) (365) ----- ----- ------ ----- Net income $ 798 $ 387 $1,997 $ 859 ===== ===== ====== ===== Net income per common share (dollars) - diluted $1.46 $ .71 $ 3.65 $1.56 Average number of common shares outstanding for computation of earnings per share (millions) - diluted 543.2 546.3 544.4 535.2 Provision for income taxes included in net income $ 622 $ 386 $1,389 $ 493 (a) Includes special items indicated in this release. -more-

-9- Other Financial Data Third Quarter Nine Months (Millions of dollars) --------------- ----------------- 2000 1999 2000 1999 ------ ------ ------ ------ Revenues $13,359 $ 9,677 $36,699 $25,136 Total assets as of September 30 $30,500(b) $28,778 Stockholders' equity as of September 30 $13,150(b) $11,960 Total debt as of September 30 $ 7,350(b) $ 7,291 Capital and exploratory expenditures Exploration and production United States $ 277 $ 162 $ 661 $ 623 International 482 304 1,361 865 ------- -------- --------- -------- Total 759 466 2,022 1,488 Refining, marketing and distribution United States 112 85 248 243 International 94 118 235 294 ------- ------- -------- ------- Total 206 203 483 537 Global gas and power 68 43 252 129 ------- ------- -------- ------- Total operating segments 1,033 712 2,757 2,154 Other business units 1 6 46 22 ------- ------- -------- ------- Total $ 1,034 $ 718 $ 2,803 $ 2,176 ======= ======= ======== ======= Exploratory expenses included above United States $ 29 $ 12 $ 70 $ 104 International 77 60 149 178 ------- ------- -------- ------- Total $ 106 $ 72 $ 219 $ 282 ======= ======= ======== ======= Dividends paid to common stockholders $ 244 $ 245 $ 733 $ 719 Dividends per common share (dollars) $ .45 $ .45 $ 1.35 $ 1.35 Dividend requirements for preferred stockholders $ 4 $ 3 $ 11 $ 26 (b) Preliminary -more-

-10- Operating Data Third Quarter Nine Months --------------- ----------------- 2000 1999 2000 1999 ------ ------ ------ ------ Exploration and production United States Net production of crude oil and natural gas liquids (MBPD) 338 395 360 400 Net production of natural gas available for sale (MMCFPD) 1,273 1,416 1,328 1,460 ------ ------- ------- ------- Total net production (MBOEPD) 550 631 581 643 Natural gas sales (MMCFPD) 3,824 3,263 3,758 3,284 Average U.S. crude (per bbl.) $28.11 $16.65 $25.79 $12.81 Average U.S. natural gas (per mcf) $ 4.01 $ 2.44 $ 3.23 $ 2.09 Average WTI (Spot) (per bbl.) $31.66 $21.71 $29.84 $17.58 Average Kern (Spot) (per bbl.) $26.54 $15.38 $24.17 $11.49 International Net production of crude oil and natural gas liquids (MBPD) Europe 124 152 123 142 Indonesia 122 141 123 156 Partitioned Neutral Zone 141 127 137 122 Other 60 60 64 65 ------ ------- ------- ------- Total 447 480 447 485 Net production of natural gas available for sale (MMCFPD) Europe 168 252 221 261 Colombia 183 161 193 158 Other 135 91 143 105 ------ ------- ------- ------- Total 486 504 557 524 ------ ------- ------- ------- Total net production (MBOEPD) 528 564 540 573 Natural gas sales (MMCFPD) 509 539 586 551 Average International crude (per bbl.) $26.69 $16.96 $24.60 $13.36 Average International natural gas (per mcf) $ 1.58 $ 1.35 $ 1.50 $ 1.36 Average U.K. natural gas (per mcf) $ 2.57 $ 2.34 $ 2.39 $ 2.37 Average Colombia natural gas (per mcf) $ 1.34 $ .67 $ 1.13 $ .64 Total worldwide net production (MBOEPD) 1,078 1,195 1,121 1,216 -more-

-11- Operating Data Third Quarter Nine Months ---------------- ------------------ 2000 1999 2000 1999 ------- ------- ------- ------- Refining, marketing and distribution United States Refinery input (MBPD) Equilon area 209 390 260 376 Motiva area 281 307 275 307 ----- ----- ----- ----- Total 490 697 535 683 Refined product sales (MBPD) Equilon area 671 717 707 667 Motiva area 373 371 359 376 Other 285 290 306 296 ----- ----- ----- ----- Total 1,329 1,378 1,372 1,339 International Refinery input (MBPD) Europe 355 331 368 356 Caltex area 348 381 352 411 Latin America/ West Africa 70 68 62 71 ----- ----- ----- ----- Total 773 780 782 838 Refined product sales (MBPD) Europe 638 585 627 609 Caltex area 509 599 540 608 Latin America/ West Africa 499 479 471 485 Other 88 86 89 90 ----- ----- ----- ----- Total 1,734 1,749 1,727 1,792