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):
                                 April 26, 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 April 26, 2001, the Registrant issued an Earnings Press Release entitled "Texaco Reports First Quarter 2001 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 April 26, 2001, entitled "Texaco Reports First Quarter 2001 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: April 26, 2001 --------------

                   TEXACO REPORTS FIRST QUARTER 2001 RESULTS
                   -----------------------------------------

FOR IMMEDIATE RELEASE:  THURSDAY, APRIL 26, 2001.
- ------------------------------------------------

        WHITE PLAINS, N.Y., April 26 -- Texaco reported today
first quarter 2001 income before special items of $836 million ($1.54 per
share). Net income for the period was $833 million ($1.53 per share).




                                EARNINGS SUMMARY
                                  First Quarter
                               ------------------
                                              2001             2000
- ----------------------------------------------------------------------
                                                        
 Income before special
  items (millions)                           $ 836            $ 602
               Per Share                     $1.54            $1.10
 Net Income (millions)                       $ 833            $ 574
               Per Share                     $1.53            $1.05
- ----------------------------------------------------------------------


   Chairman and Chief Executive Officer Glenn Tilton commented, "Our outstanding
first quarter results follow our record fourth quarter and mark the third
consecutive quarter that earnings surpassed $800 million. Propelled by strong
worldwide crude oil and U.S. natural gas prices, our upstream results were their
highest ever. Operationally, we exceeded our production target for the quarter
and made excellent progress on our major development projects. In the
Philippines, the topsides of the Malampaya project platform were set and we
remain on target for first production in the fourth quarter with first delivery
of gas in January 2002. In the U.K. North Sea we are drilling new producing
wells at the Captain B expansion project which will ramp up field production
this year by 25,000 barrels per day by the third quarter.
   "We also continue to progress our high-impact international deepwater
exploration program. In Nigeria, the Agbami 3 well successfully appraised the
west end of the field extending its areal limits. In Brazil, our drilling
program began with the drilling of two of five planned exploration wells.

                                    - more -

- 2 - "Downstream earnings were mixed. While refining margins improved in some areas, including the U.S. East and Gulf Coasts where Motiva operates, high utility costs and tight margins burdened refining results elsewhere. Competitive pressures in all regions, especially the U.S. West Coast, caused lower retail marketing results as these operations were unable to fully recover product supply costs." Commenting on Texaco's proposed merger with Chevron, Tilton added, "We continue to make good progress toward the completion of our proposed merger with Chevron. In February, our companies announced the leadership team and high-level organization structure for the post-merger company. The European Commission has given its approval of the merger without conditions. The U.S. Federal Trade Commission continues its review." First Quarter --------------- Texaco Inc. (Millions of dollars): 2001 2000 - ---------------------------------------------------------------------- Income before special items $ 836 $ 602 ---- ---- Net losses on major asset sales - (67) Tax issue - 46 Litigation issue - (13) Employee related costs - 6 Merger costs (3) - ---- ---- Special items (3) (28) ---- ---- Net income $ 833 $ 574 ==== ==== Details on special items are included in the following segment information. OPERATING RESULTS EXPLORATION AND PRODUCTION First Quarter --------------- United States (Millions of dollars): 2001 2000 - ---------------------------------------------------------------------- Operating income before special items $ 589 $ 361 Special items - (67) ---- ---- Total operating income $ 589 $ 294 ==== ==== - more -

- 3 - U.S. Exploration and Production earnings for the first quarter of 2001 were significantly higher than last year due to higher natural gas prices. U.S. natural gas prices reached historic levels during the first quarter, reflecting low inventories and strong demand. Texaco's average realized natural gas price was $7.14 per thousand cubic feet (MCF) during the first quarter, 191 percent higher than last year. Texaco's average realized crude oil price was $24.31 per barrel for the first quarter, down slightly from last year. Crude oil prices continue to react to changes in global demand, production levels and petroleum inventories which remain lean. Daily production for the first quarter of 2001 was 534,000 barrels of oil equivalent per day, 12 percent lower than last year. More than half of this expected reduction was due to last year's sales of non-core producing properties. The balance of the decrease was due to natural field declines and lower production in our California fields as we economically reduced steam production due to high natural gas prices. Operating expenses were 13 percent higher in the first quarter as natural gas prices led to significantly higher utilities expenses and production taxes. Exploratory expenses for the quarter were $33 million before tax, $14 million higher than last year. Results for the first quarter of 2000 included a special charge of $67 million for net losses on the sales of non-core producing properties. First Quarter --------------- International (Millions of dollars): 2001 2000 - ---------------------------------------------------------------------- Operating income before special items $ 243 $ 293 Special items - - ---- ---- Total operating income $ 243 $ 293 ==== ==== International Exploration and Production operating results for the first quarter of 2001 were lower than last year due to decreased production volumes and lower crude oil sales volumes. Daily production was 564,000 barrels of oil equivalent per day in the first quarter 2001, down three percent or 17,000 barrels per day from last year. Last year's sales of non-core producing properties caused a decrease of 40,000 barrels per day or seven percent. Partly offsetting this decrease were higher lifting entitlements in Indonesia as a result of lower crude oil prices and increased production in the Karachaganak field in the Republic of Kazakhstan and in the Partitioned Neutral Zone. However, crude oil sales volumes were lower than last year due to the timing of liftings in the North Sea. - more -

- 4 - Market conditions kept natural gas prices strong throughout the first quarter, while crude oil prices receded slightly. Texaco's average realized crude oil price for the first quarter was $21.61 per barrel, down seven percent from last year. Our average realized natural gas price was $2.00 per MCF in the first quarter, up 35 percent from last year. Operating expenses decreased 12 percent in the first quarter due to the sales of non-core producing properties. Exploratory expenses for the first quarter were $16 million before tax, $18 million lower than last year. REFINING, MARKETING AND DISTRIBUTION First Quarter --------------- United States (Millions of dollars): 2001 2000 - ---------------------------------------------------------------------- Operating income before special items $ 38 $ 13 Special items - 5 ---- ---- Total operating income $ 38 $ 18 ==== ==== U.S. Refining, Marketing and Distribution earnings improved as compared with the extremely low results in 2000. Motiva's earnings for the first quarter benefited from significantly higher refining margins in an environment of tight supplies and industry refinery maintenance, although higher utilities expense and scheduled maintenance at the Port Arthur refinery reduced those earnings. While refining results improved, marketing margins were negatively impacted by higher supply costs, which were not fully recovered in the market. First quarter earnings for Equilon improved due to substantially higher refining margins and improved refinery operations. Earnings also benefited from higher utilization of proprietary pipelines, higher lubricant margins and improved trading results. These improvements were negatively impacted by extremely high West Coast utilities expense. Also, marketing earnings for Equilon declined from last year due to depressed fuel marketing margins as pump prices lagged increases in supply costs in a very competitive market. This was especially true in the Los Angeles area where retail fuel margins were under intense pressure. Results for the first quarter of 2000 included net special benefits of $5 million comprised of a benefit of $18 million for an employee benefits revision and a charge of $13 million for a patent litigation issue. - more -

- 5 - First Quarter --------------- International (Millions of dollars): 2001 2000 - ---------------------------------------------------------------------- Operating income before special items $ 88 $ 63 Special items - (12) ---- ---- Total operating income $ 88 $ 51 ==== ==== International Refining and Marketing earnings for the first quarter of 2001 increased from last year. Earnings improved in the Asia Pacific area due to higher marketing margins from lower product acquisition costs and higher trading results. Operating results for the first quarter of 2001 decreased in Europe from last year due to weak markets, particularly in the U.K. Decreased margins in both refining and marketing operations resulted from our inability to recover higher supply costs in the marketplace. Results in Latin America were in line with last year with improved refining earnings but lower marketing results. Results for the first quarter of 2000 included a special charge of $12 million for employee separation costs. GLOBAL GAS, POWER AND ENERGY TECHNOLOGY First Quarter --------------- (Millions of dollars): 2001 2000 --------------------------------------------------------------------- Operating income before special items $ 5 $ 20 Special items - - --- ---- Total operating income $ 5 $ 20 ==== ==== Results for the first quarter of 2001 were lower than last year. This year's results include higher costs and expenses for a new gasification project in Singapore. Results were also negatively impacted by higher fuel expense for the cogeneration facilities. In our U.S. natural gas trading operations, significantly improved natural gas margins and trading results were reduced by lower NGL margins. - more -

- 6 - CORPORATE/NON-OPERATING RESULTS First Quarter --------------- (Millions of dollars): 2001 2000 - ---------------------------------------------------------------------- Operating income before special items $ (124) $ (148) Special items (3) 46 ---- ---- Total operating income $ (127) $ (102) ==== ==== Corporate and non-operating results for the first quarter of 2001 benefited from lower interest expense and lower advertising and sales promotion expenses. Results for the first quarter of 2001 included a special charge of $3 million for costs associated with the proposed merger with Chevron. Results for 2000 included special benefits of $46 million for favorable income tax settlements. CAPITAL AND EXPLORATORY EXPENDITURES Capital and exploratory expenditures were $761 million for the first quarter of 2001, compared with $724 million for 2000. Total upstream expenditures increased more than 19 percent over 2000 levels as we continued to focus resources on high impact projects. Internationally, development work continued in the Malampaya natural gas project in the Philippines, the Agbami field offshore Nigeria and the Hamaca heavy oil project in Venezuela. In Kazakhstan, development work also continued in the Karachaganak and North Buzachi fields. In the U.S., spending focused on drilling and workover activity in the Gulf and Permian regions. Downstream expenditures in the U.S. were in line with the prior year, while international activity reflected a slowing in marketing spending. Global Gas, Power and Energy Technology spending is lower than last year due to project completions in Thailand, Korea and Singapore. - xxx - CONTACTS: Paul Weeditz 914-253-7745 Keelin Molloy 914-253-7461 INVESTOR RELATIONS: Elizabeth Smith 914-253-4478 - more -

- 7 - Listen in live to Texaco's first quarter 2001 earnings discussion with financial analysts on Thursday, April 26th at 11:30 am EDT at: http://www.webevents.broadcast.com/texaco/q101earnings ------------------------------------------------------ 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; the possibility that the merger with Chevron will not be consummated; the possibility that the anticipated benefits from the merger such as cost reductions will not be fully realized; the process of, or conditions imposed in connection with, obtaining regulatory approvals for the merger; 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 26, 2001, 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) First Quarter (a) (Millions of dollars) -------------------- 2001 2000 ------ ------ Exploration and production United States $ 589 $ 294 International 243 293 ----- ----- Total 832 587 Refining, marketing and distribution United States 38 18 International 88 51 ----- ----- Total 126 69 Global gas, power and energy technology 5 20 ----- ----- Total operating segments 963 676 ----- ----- Other business units (3) - Corporate/Non-operating (127) (102) ----- ----- Net income $ 833 $ 574 ===== ===== Net income per common share (dollars) - diluted $1.53 $1.05 Average number of common shares outstanding for computation of earnings per share (millions) - diluted 543.0 545.5 Provision for income taxes included in net income $ 568 $ 363 (a) Includes special items indicated in this release. - more -

- 9 - Other Financial Data First Quarter (Millions of dollars) -------------------- 2001 2000 ------ ------ Revenues $ 14,134 $ 11,271 Total assets as of March 31 $ 32,200(b) $ 29,415 Stockholders' equity as of March 31 $ 14,100(b) $ 12,374 Total debt as of March 31 $ 6,900(b) $ 7,415 Capital and exploratory expenditures Exploration and production United States $ 214 $ 175 International 417 353 -------- -------- Total 631 528 Refining, marketing and distribution United States 63 65 International 52 100 -------- -------- Total 115 165 Global gas, power and energy technology 12 28 -------- -------- Total operating segments 758 721 Other business units 3 3 -------- -------- Total $ 761 $ 724 ======== ======== Exploratory expenses (c) United States $ 33 $ 19 International 16 34 -------- -------- Total $ 49 $ 53 ======== ======== Dividends paid to common stockholders $ 243 $ 245 Dividends per common share (dollars) $ .45 $ .45 Dividend requirements for preferred stockholders $ 3 $ 3 (b) Preliminary (c) Includes prior years' exploratory expenditures expensed in the current year - more -

- 10 - Operating Data First Quarter --------------------- 2001 2000 ------- ------- Exploration and production United States Net production of crude oil and natural gas liquids (MBPD) 325 377 Net production of natural gas available for sale (MMCFPD) 1,255 1,361 ------ ------ Total net production (MBOEPD) 534 604 Natural gas sales (MMCFPD) 4,627 3,394 Average U.S. crude (per bbl.) $24.31 $24.46 Average U.S. natural gas (per mcf) $ 7.14 $ 2.45 Average WTI (Spot) (per bbl.) $28.72 $28.91 Average Kern (Spot) (per bbl.) $19.89 $22.84 International Net production of crude oil and natural gas liquids (MBPD) Europe 119 144 Indonesia 133 124 Partitioned Neutral Zone 147 135 Other 55 70 ------ ------ Total 454 473 Net production of natural gas available for sale (MMCFPD) Europe 267 289 Colombia 202 208 Other 188 152 ------ ------ Total 657 649 ------ ------ Total net production (MBOEPD) 564 581 Natural gas sales (MMCFPD) 673 685 Average International crude (per bbl.) $21.61 $23.32 Average International natural gas (per mcf) $ 2.00 $ 1.48 Average U.K. natural gas (per mcf) $ 3.63 $ 2.63 Average Colombia natural gas (per mcf) $ 1.40 $ .94 Total worldwide net production (MBOEPD) 1,098 1,185 - more -

- 11 - Operating Data First Quarter -------------------- 2001 2000 ------- ------- Refining, marketing and distribution United States Refinery input (MBPD) Equilon area 198 277 Motiva area 309 265 ----- ----- Total 507 542 Refined product sales (MBPD) Equilon area 651 690 Motiva area 416 341 Other 375 292 ----- ----- Total 1,442 1,323 International Refinery input (MBPD) Europe 365 364 Caltex area 365 346 Latin America/West Africa 66 52 ----- ----- Total 796 762 Refined product sales (MBPD) Europe 584 635 Caltex area 523 580 Latin America/West Africa 519 448 Other 163 95 ----- ----- Total 1,789 1,758