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):
                                February 4, 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 February 4, 2001, the Registrant  issued a Press Release  entitled  "Texaco's
Peter I. Bijur  Retires-  Board  Appoints  Glenn F. Tilton as Chairman and Chief
Executive  Officer," 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  February 4, 2001,
                  entitled  "Texaco's  Peter I. Bijur  Retires-  Board  Appoints
                  Glenn F. Tilton as Chairman and Chief Executive Officer."











                                   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:  February 7, 2001
       ----------------
                                                                    EXHIBIT 99.1


                         TEXACO'S PETER I. BIJUR RETIRES
                         -------------------------------
     Board Appoints Glenn F. Tilton as Chairman and Chief Executive Officer

FOR  IMMEDIATE  RELEASE:   SUNDAY, FEBRUARY 4, 2001.
- ----------------------------------------------------

          WHITE PLAINS, N.Y., Feb. 4 - Texaco Inc. (NYSE: TX) announced today
that Peter I. Bijur has resigned from the posts of Chairman and Chief Executive
Officer, effective immediately. Mr. Bijur, 58, has elected early retirement, to
pursue other interests.

          Texaco's Board of Directors accepted Mr. Bijur's resignation at a
meeting today. At the same meeting the Board elected Glenn F. Tilton to serve as
Chairman of the Board and Chief Executive Officer, to succeed Mr. Bijur. Mr.
Tilton, 52, is currently Senior Vice President and President of Global
Businesses.

          Speaking on behalf of the Board, Thomas A. Vanderslice said, "Peter
Bijur has a lifetime of accomplishment at and for this Company. We wish him well
in his future endeavors."

          "I am proud of what we have done to make Texaco a stronger energy
company, and I am enthusiastic about Texaco's future in partnership with
Chevron," said Mr. Bijur. "The merger integration and transition planning is
proceeding extremely well, and Texaco and Chevron will have a highly talented
team to lead the combined company going forward. I have had a long and rewarding
career with a great company and now, as Texaco embarks on an exciting future, it
is the right time for me to begin another chapter in my professional career."

          Commenting on the Board's decision to elect Tilton Chairman and CEO,
Mr. Vanderslice said, "With considerable experience in all aspects of the
business and exceptional leadership qualities, Glenn Tilton has the full
confidence of the Board to lead this company and complete our planned merger
with Chevron."

          "I thank the Board for this vote of confidence," said Tilton. "Texaco
is coming off of a year of record earnings. Our financial and operational
position is strong, we have a great team in place and I look forward to working
with the employees of Texaco to continue to improve our performance and complete
the merger with Chevron."

          Texaco's merger with Chevron, which was announced October 16, 2000, is
conditioned, among other things, on shareholder approval for both companies,
pooling accounting treatment for the merger and regulatory approvals of
government agencies including the U.S. Federal Trade Commission.

          Texaco also said today that Chevron and Texaco would soon be
announcing the composition of the proposed Leadership team for ChevronTexaco.
The appointments would be effective upon closure of the merger.

          Texaco Inc. is a fully integrated energy company engaged in exploring
for 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.

                                      -xxx-


CONTACT: Chris Gidez       914-253-4042


For additional information on Texaco visit www.texaco.com
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