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):
                                January 24, 2001





                                   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 January 24, 2001, the Registrant issued an Earnings Press Release entitled "Texaco Reports Fourth Quarter and Year 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 January 24, 2001, entitled "Texaco Reports Fourth Quarter and Year 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: January 24, 2001 ----------------

                                                                    EXHIBIT 99.1

              TEXACO REPORTS FOURTH QUARTER AND YEAR 2000 RESULTS
              ---------------------------------------------------

FOR IMMEDIATE RELEASE: WEDNESDAY, JANUARY 24, 2001.
- --------------------------------------------------

   WHITE PLAINS,  N.Y., January  24 -- Texaco  reported today fourth  quarter
2000 income  before  special  items of $840  million  ($1.55 per share). Net
income for the period was $545 million ($1.00 per share).




                                EARNINGS SUMMARY
                                      Fourth Quarter         Year
                                      --------------     ------------
                                      2000      1999     2000    1999
- ----------------------------------------------------------------------
                                                   
Income before special
  items (millions)                  $  840    $  370   $2,898  $1,214
         Per share                  $ 1.55    $  .67   $ 5.31  $ 2.21
Net income (millions)               $  545    $  318   $2,542  $1,177
         Per share                  $ 1.00    $  .58   $ 4.65  $ 2.14
- ----------------------------------------------------------------------



   Chairman and Chief  Executive  Officer Peter I. Bijur  commented,  "We had an
outstanding  quarter and an  outstanding  year as we achieved  record  earnings.
Strong  worldwide crude oil and U.S. natural gas prices  contributed  greatly to
our upstream results. Operationally, we met our production targets in the fourth
quarter  and  ended  the year  with new  production  from  the  Captain  B field
development and the return to full production at the Erskine field,  both in the
U.K.  North  Sea.  We also  continued  to  improve  our  upstream  portfolio  by
concluding the sales of  non-strategic  assets and by acquiring  coalbed methane
gas assets through our recent acquisition of EnerVest San Juan.
   "Downstream  performance worldwide continued to be adversely affected by high
and volatile crude oil prices.  Although  refining margins were generally strong
due to tight supply and demand balances,  marketing margins throughout the world
remained under intense pressure as high product  acquisition  costs could not be
fully recovered in the marketplace.
   "We ended the year in  excellent  financial  shape and are  confident  we can
continue to deliver solid results."

                                     -more-

- 2 - Commenting on Texaco's proposed merger with Chevron, Bijur added, "The integration teams continue to make good progress toward the goal of completing the merger in the mid-year time frame and positioning the new company, ChevronTexaco, as one of the world's largest and most competitive energy companies." Fourth Quarter Year -------------- ------------ Texaco Inc. (Millions of dollars): 2000 1999 2000 1999 - ---------------------------------------------------------------------- Income before special items $ 840 $ 370 $2,898 $1,214 ----- ----- ------ ------ Net losses on major asset sales (17) (3) (94) (62) Tax issues 50 41 96 106 Tax benefits on asset sales 70 40 70 40 Inventory valuation adjustments - - - 152 Write-downs of assets (272) (81) (272) (157) Environmental, litigation and royalty issues (116) (42) (138) (42) Reorganization, restructuring, employee related and other costs - (7) (8) (74) Merger costs (10) - (10) - ----- ----- ------ ------ Special items (295) (52) (356) (37) ----- ----- ------ ------ Net income $ 545 $ 318 $2,542 $1,177 ===== ===== ====== ====== Details on special items are included in the following segment information. OPERATING RESULTS EXPLORATION AND PRODUCTION Fourth Quarter Year -------------- ------------ United States (Millions of dollars): 2000 1999 2000 1999 - ---------------------------------------------------------------------- Operating income before special items $ 547 $ 243 $1,788 $ 666 Special items (155) (35) (270) (14) ----- ----- ------ ------ Total operating income $ 392 $ 208 $1,518 $ 652 ===== ===== ====== ====== U.S. Exploration and Production earnings for this year's fourth quarter and full year were significantly higher than last year due to higher crude oil and natural gas prices. During the fourth quarter the spot price of WTI averaged $31.96 per barrel, peaking at $36.22 per barrel in November. Prices declined toward year-end amid signs of accumulating oil inventories and uncertainty regarding -more-

- 3 - the future course of OPEC production. Texaco's realized crude oil prices for the fourth quarter and year 2000 were $27.24 and $26.00 per barrel, 33 percent and 77 percent higher than last year. Continuing concerns over low U.S. natural gas storage levels and strong weather-driven demand helped push U.S. natural gas prices to record levels with the spot price of gas at the Henry Hub peaking at $10.53 per thousand cubic feet (MCF) in December. For the fourth quarter and year 2000, Texaco's average realized natural gas prices were $5.18 and $3.69 per MCF, 113 percent and 69 percent above last year. Daily production decreased 12 percent for the fourth quarter and ten percent for the year. Half of this expected reduction was due to the sale of non-core producing properties and the balance of the decrease was due to natural field declines partly offset by new production. Operating expenses increased three percent for the fourth quarter and seven percent for the year as higher crude oil and natural gas prices led to significantly higher utilities expenses and production taxes. Exploratory expenses for the fourth quarter were $50 million before tax, $80 million lower than last year. Exploratory expenses for the year 2000 were $120 million before tax, $114 million below last year. Special charges for 2000 of $270 million included $129 million of net losses on the sale of non-core producing properties, including $14 million in the fourth quarter. The fourth quarter also included special charges of $126 million for write-downs of assets and $15 million for crude oil and gas royalty settlements. The year 1999 included net special charges of $14 million comprised of an $11 million charge for employee separation costs, a $30 million charge for a crude oil royalty settlement, an $18 million gain on asset sales in California and a $9 million production tax refund. Special charges of $35 million in the fourth quarter included the above referenced crude oil royalty settlement. Fourth Quarter Year -------------- ------------ International (Millions of dollars): 2000 1999 2000 1999 - ---------------------------------------------------------------------- Operating income before special items $ 271 $ 195 $1,058 $ 386 Special items (43) (24) 19 (26) ----- ----- ------ ------ Total operating income $ 228 $ 171 $1,077 $ 360 ===== ===== ====== ====== International Exploration and Production operating results for the fourth quarter and year 2000 were considerably higher than last year due mostly to higher crude oil prices and lower expenses. -more-

- 4 - Market conditions kept crude oil prices strong throughout the fourth quarter and year 2000. Our realized crude oil prices for the fourth quarter and year 2000 were $25.51 and $24.83 per barrel, 24 percent and 63 percent higher than last year. Average natural gas prices were $1.81 per MCF for the fourth quarter and $1.58 per MCF for the year, 39 percent and 18 percent above last year. Daily production decreased 12 percent for the fourth quarter and seven percent for the year. The sale of non-core producing properties caused 70 percent of this decrease in the fourth quarter and 40 percent of the decrease for the year. Other factors contributing to the production decrease were maintenance and repairs in our U.K. North Sea operations and lower lifting entitlements for cost recovery in Indonesia as a result of higher crude oil prices. Partly offsetting these decreases were production in the Partitioned Neutral Zone and the Karachaganak field in the Republic of Kazakhstan which continue to be above last year's levels. Also, first production from the second phase (Area B) of the Captain field in the U.K. North Sea began late in December. Our share of total production is expected to rise to a rate of 72,000 barrels per day during 2001. Additionally, the Erskine field in the U. K. resumed production in December after being shut in for most of the year to replace a pipeline. Operating expenses decreased 15 percent for the fourth quarter and seven percent for the year 2000 in line with production declines. Exploratory expenses for the fourth quarter were $89 million before tax, comparable with last year's level. Exploratory expenses for the year 2000 were $238 million before tax, $29 million lower than last year. Special benefits in 2000 of $19 million included $76 million for net gains on the sale of non-core producing properties and $14 million for net losses resulting from the Erskine pipeline interruption in the U.K. North Sea recorded earlier in the year. In addition to these, in the fourth quarter we recorded gains of $14 million for asset sales, charges of $37 million for prior years' tax adjustments and a $20 million charge for an asset write-down. Results for 1999 included special charges of $26 million, including $24 million in the fourth quarter for prior years' tax issues in the U.K. REFINING, MARKETING AND DISTRIBUTION Fourth Quarter Year -------------- ------------ United States (Millions of dollars): 2000 1999 2000 1999 - ---------------------------------------------------------------------- Operating income before special items $ 68 $ 4 $ 243 $ 287 Special items (50) - (85) (79) ----- ----- ------ ------ Total operating income $ 18 $ 4 $ 158 $ 208 ===== ===== ====== ====== -more-

- 5 - U.S. Refining, Marketing and Distribution earnings before special items were higher than last year for the fourth quarter, but lower for the year. Fourth quarter earnings for Equilon improved due to substantially higher refining margins. However, results for the year declined 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 stemming from tight supplies due to increased demand, industry refinery downtime and unusually cold weather. Maintenance activities this year at the Delaware City and Port Arthur refineries adversely impacted results. Results for 2000 included special charges of $85 million, of which $50 million were recorded in the fourth quarter. In the fourth quarter, $17 million in additional losses were recorded for the Wood River refinery and marketing asset sales along with charges of $10 million for asset write-downs and $23 million for environmental and litigation issues. Recorded earlier in the year were special charges of $31 million for the sale of the Wood River refinery, as well as charges of $22 million for environmental and litigation issues and benefits of $18 million for an employee benefit revision. The year 1999 included special charges of $76 million for losses on refinery asset sales and $11 million for reorganization, restructuring and employee separation costs and a special benefit of $8 million for inventory valuation adjustments. Fourth Quarter Year -------------- ------------ International (Millions of dollars): 2000 1999 2000 1999 - ---------------------------------------------------------------------- Operating income before special items $ 58 $ 45 $ 272 $ 338 Special items (117) (52) (129) 32 ----- ----- ------ ------ Total operating income (loss) $ (59) $ (7) $ 143 $ 370 ===== ===== ====== ====== International Refining and Marketing earnings before special items for the fourth quarter of 2000 increased from last year. Refining results improved dramatically in Europe and in the Caltex area from higher margins in the U.K., Netherlands and Asia, but decreased in Latin America due to increased crude costs. Rising utility expenses negatively impacted refining results in all areas. Marketing results declined from lower margins in the Caltex area, Europe and Latin America. -more-

- 6 - Results for the year 2000 declined due to weak marketing margins from increased costs and highly competitive market conditions in the Caltex region, Latin America, and Europe. Lower volumes impacted results in most areas with the exception of Europe where market share in the U.K. increased. Refining results were mixed as European and Asian margins improved, while the inability to fully recover increased crude costs negatively impacted refining margins in Latin America. Rising utility costs negatively impacted refining results in all areas. For the fourth quarter of 2000, special charges of $117 million included $112 million for the write-down of assets, mainly at the Panama Refinery and $5 million for environmental issues. Results for 2000 also included a first quarter charge of $12 million for employee separation costs. Results for the fourth quarter of 1999 included special charges of $23 million for asset write-downs in Caltex and Europe, $22 million in prior year tax charges and $7 million for Caltex restructuring. Results for 1999 also included special benefits of $144 million for inventory valuation adjustments and $54 million for a Korean tax revaluation. Additionally, 1999 included $80 million for our share of Caltex's loss on the sale of its equity interest in Koa Oil, plus restructuring, reorganization and employee separation costs of $34 million. GLOBAL GAS AND POWER Fourth Quarter Year -------------- ------------ (Millions of dollars): 2000 1999 2000 1999 - ---------------------------------------------------------------------- Operating income before special items $ 17 $ 5 $ 50 $ 21 Special items - (32) - (35) ----- ----- ------ ------ Total operating income (loss) $ 17 $ (27) $ 50 $ (14) ===== ===== ====== ====== Operating results for 2000 benefited from improved natural gas liquids and natural gas margins. Results for 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 $32 million in the fourth quarter for gas plant write-downs and employee separation costs of $3 million recorded earlier in the year. -more-

- 7 - CORPORATE/NON-OPERATING RESULTS Fourth Quarter Year -------------- ------------ (Millions of dollars): 2000 1999 2000 1999 - ---------------------------------------------------------------------- Results before special items $ (116) $ (122) $ (502) $ (481) Special items 70 91 109 85 ----- ----- ------ ------ Total corporate/non-operating $ (46) $ (31) $ (393) $ (396) ===== ===== ====== ====== Corporate and non-operating results for the fourth quarter and year 2000 included lower net interest and tax expenses and higher corporate expenses. The increase in corporate expenses included spending for our Olympic sponsorship program and increased incentive compensation for employees associated with the higher level of earnings. Results for 1999 benefited from a gain on the sale of marketable securities earlier in the year. Results for the fourth quarter of 2000 included net special benefits of $70 million. These included $87 million of favorable prior years' income tax adjustments and tax benefits of $70 million on the sale of an interest in a subsidiary. Also, recorded in the fourth quarter were charges of $73 million for environmental and litigation issues, $4 million for asset write-downs and $10 million for costs associated with the proposed merger with Chevron. Results for the full year also 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 sale of a U.K. North Sea offshore producing facility. Results for 1999 included net special benefits of $85 million. Recorded in the fourth quarter were $89 million of favorable prior years' income tax adjustments and tax benefits of $40 million attributable to the sale of an interest in a subsidiary. Other fourth quarter items included charges of $26 million for asset write-downs and $12 million for environmental issues. A $6 million charge for employee separation costs was recorded earlier in the year. CAPITAL AND EXPLORATORY EXPENDITURES Capital and exploratory expenditures were $4,234 million for the year 2000, compared with $3,893 million for 1999. Total upstream expenditures increased by 12 percent as we continued to focus on high impact projects. In the United States spending increased 21 percent. Contributing to this increase was the fourth quarter acquisition of EnerVest San Juan Acquisition Limited Partnership whose assets consist -more-

- 8 - entirely of coalbed methane gas properties located in the San Juan Basin of southwestern Colorado and northwestern New Mexico. In addition, drilling and workover expenditures in 2000 were focused in the Central, Gulf and Permian regions while 1999 spending was concentrated in the deepwater Gulf of Mexico. Internationally, investment continued in the Malampaya natural gas project in the Philippines and the Karachaganak field in Kazakhstan. In addition to these projects, we completed spending on our development of the Captain B project in the U.K. North Sea which began production in December and continued development work in offshore Nigeria deepwater and China. Expenditures for Global Gas and Power increased more than 19 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. In the United States downstream, expenditures were slightly higher due to increased spending on marketing initiatives. 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 and Latin America segments in 2000. X X X CONTACT: Andy Norman 914-253-4068 Paul Weeditz 914-253-7745 INVESTOR RELATIONS: Elizabeth Smith 914-253-4478 Listen in live to Texaco's fourth quarter 2000 earnings discussion with financial analysts on Wednesday, January 24th at 11:30 am EST at: http://www.webevents.broadcast.com/texaco/q400earnings ------------------------------------------------------ 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-

- 9 - Income (loss) Fourth Quarter (a) Year (a) (Millions of dollars) ------------------ ------------ 2000 1999 2000 1999 ---- ---- ---- ---- Exploration and production United States $ 392 $ 208 $1,518 $ 652 International 228 171 1,077 360 ----- ----- ------ ------ Total 620 379 2,595 1,012 Refining, marketing and distribution United States 18 4 158 208 International (59) (7) 143 370 ----- ----- ------ ------ Total (41) (3) 301 578 Global gas and power 17 (27) 50 (14) ----- ----- ------ ------ Total operating segments 596 349 2,946 1,576 ----- ----- ------ ------ Other business units (5) - (11) (3) Corporate/Non-operating (46) (31) (393) (396) ----- ----- ------ ------ Net income $ 545 $ 318 $2,542 $1,177 ===== ===== ====== ====== Net income per common share (dollars) - diluted $1.00 $ .58 $ 4.65 $ 2.14 Average number of common shares outstanding for computation of earnings per share (millions) - diluted 542.6 546.4 544.0 537.9 Provision for income taxes included in net income $ 287 $ 109 $1,676 $ 602 (a) Includes special items indicated in this release. -more-

- 10 - Other Financial Data Fourth Quarter Year (Millions of dollars) -------------- ------------- 2000 1999 2000 1999 ---- ---- ---- ---- Revenues $14,431 $10,555 $51,130 $35,691 Total assets as of December 31 $30,900(b) $28,972 Stockholders' equity as of December 31 $13,440(b) $12,042 Total debt as of December 31 $ 7,200(b) $ 7,647 Capital and exploratory expenditures Exploration and production United States $ 427 $ 276 $ 1,088 $ 900 International 606 958 1,967 1,823 ------- ------- ------- ------- Total 1,033 1,234 3,055 2,723 Refining, marketing and distribution United States 157 136 405 379 International 145 193 380 487 ------- ------- ------- ------- Total 302 329 785 866 Global gas and power 81 150 333 279 ------- ------- ------- ------- Total operating segments 1,416 1,713 4,173 3,868 Other business units 15 3 61 25 ------- ------- ------- ------- Total $ 1,431 $ 1,716 $ 4,234 $ 3,893 ======= ======= ======= ======= Exploratory expenses included above United States $ 50 $ 130 $ 120 $ 234 International 89 89 238 267 ------- ------- ------- ------- Total $ 139 $ 219 $ 358 $ 501 ======= ======= ======= ======= Dividends paid to common stockholders $ 243 $ 245 $ 976 $ 964 Dividends per common share (dollars) $ .45 $ .45 $ 1.80 $ 1.80 Dividend requirements for preferred stockholders $ 4 $ 3 $ 15 $ 29 b) Preliminary -more-

- 11 - Operating Data Fourth Quarter Year -------------- ------------ 2000 1999 2000 1999 ---- ---- ---- ---- Exploration and production United States Net production of crude oil and natural gas liquids (MBPD) 342 381 356 395 Net production of natural gas available for sale (MMCFPD) 1,259 1,468 1,310 1,462 ----- ----- ----- ----- Total net production (MBOEPD) 552 626 574 639 Natural gas sales (MMCFPD) 4,142 3,635 3,854 3,373 Average U.S. crude (per bbl.) $27.24 $20.50 $26.00 $14.70 Average U.S. natural gas (per mcf) $ 5.18 $ 2.43 $ 3.69 $ 2.18 Average WTI (Spot) (per bbl.) $31.96 $24.55 $30.37 $19.31 Average Kern (Spot) (per bbl.) $23.91 $18.98 $24.10 $13.35 International Net production of crude oil and natural gas liquids (MBPD) Europe 112 161 120 147 Indonesia 122 138 122 152 Partitioned Neutral Zone 147 132 139 124 Other 55 72 63 67 ------ ----- ------ ------ Total 436 503 444 490 Net production of natural gas available for sale (MMCFPD) Europe 206 269 217 263 Colombia 196 183 194 165 Other 153 126 146 109 ------ ----- ------ ------ Total 555 578 557 537 ------ ----- ------ ------ Total net production (MBOEPD) 529 599 537 579 Natural gas sales (MMCFPD) 582 616 586 567 Average International crude (per bbl.) $25.51 $20.57 $24.83 $15.23 Average International natural gas (per mcf) $ 1.81 $ 1.30 $ 1.58 $ 1.34 Average U.K. natural gas (per mcf) $ 3.31 $ 2.29 $ 2.59 $ 2.35 Average Colombia natural gas (per mcf) $ 1.33 $ .74 $ 1.18 $ .67 Total worldwide net production (MBOEPD) 1,081 1,225 1,111 1,218 -more-

- 12 - Operating Data Fourth Quarter Year -------------- ------------ 2000 1999 2000 1999 ---- ---- ---- ---- Refining, marketing and distribution United States Refinery input (MBPD) Equilon area 204 367 246 374 Motiva area 289 267 278 297 --- --- --- --- Total 493 634 524 671 Refined product sales (MBPD) Equilon area 676 650 688 682 Motiva area 365 383 361 377 Other 378 263 324 288 --- --- --- --- Total 1,419 1,296 1,373 1,347 International Refinery input (MBPD) Europe 393 346 374 353 Caltex area 369 355 356 397 Latin America/West Africa 72 69 64 70 ----- ----- ----- ----- Total 834 770 794 820 Refined product sales (MBPD) Europe 657 622 636 606 Caltex area 540 633 540 614 Latin America/West Africa 521 515 484 493 Other 99 32 92 76 ----- ----- ----- ----- Total 1,817 1,802 1,752 1,789