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As filed with the Securities and Exchange Commission on November 8, 2001 Registration Nos. 33-33303 and 33-33303-01 ================================================================================ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 -------------------- POST-EFFECTIVE AMENDMENT NO. 2 TO FORM S-3 REGISTRATION STATEMENT Under THE SECURITIES ACT OF 1933 -------------------- Copies to: Ruth Modisette, Esq. David M. Koeninger, Esq. Pillsbury Winthrop LLP 50 Fremont Street San Francisco, California 94105 -------------------- ================================================================================
TEXACO CAPITAL INC. TEXACO INC. (Exact name of registrant as specified in its charter) (Exact name of registrant as specified in its charter) DELAWARE DELAWARE (State or other jurisdiction of incorporation or (State or other jurisdiction of incorporation or organization) organization) 51-0271861 74-1383447 (I.R.S. Employer Identification No.) (I.R.S. Employer Identification No.) C/O TEXACO INC. 2000 WESTCHESTER AVENUE 2000 WESTCHESTER AVENUE WHITE PLAINS, NY 10650 WHITE PLAINS, NY 10650 (914) 253-4000 (914) 253-4000 (Address, including zip code, and telephone number, including (Address, including zip code, and telephone number, including area code, of registrant's principal executive offices) area code, of registrant's principal executive offices) LYDIA I. BEEBE LYDIA I. BEEBE VICE PRESIDENT & CORPORATE SECRETARY VICE PRESIDENT & CORPORATE SECRETARY 575 MARKET STREET 575 MARKET STREET SAN FRANCISCO, CA 94105 SAN FRANCISCO, CA 94105 (Name, address, including zip code, and telephone number, (Name, address, including zip code, and telephone number, including area code, of agent for service) including area code, of agent for service) TERMINATION OF REGISTRATION This Post-Effective Amendment No. 2 relates to the Registration Statement on Form S-3, Registration Nos. 33-33303 and 33-33303-01, filed on February 1, 1990, pertaining to (a) Guaranteed Debt Securities and Warrants to Purchase Guaranteed Debt Securities of Texaco Capital Inc. and (b) Guaranties by Texaco Inc. The undersigned Registrants hereby remove and withdraw from registration all securities registered pursuant to this Registration Statement which remain unissued. SIGNATURES Pursuant to the requirements of the Securities Act of 1933, as amended, and Rule 478 thereunder, each of the Registrants has duly caused this Post-Effective Amendment to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of San Francisco, State of California, on November 7, 2001. TEXACO INC. By: /s/ Lydia I. Beebe -------------------------------------- Lydia I. Beebe Vice President and Corporate Secretary TEXACO CAPITAL INC. By: /s/ Lydia I. Beebe -------------------------------------- Lydia I. Beebe Vice President and Corporate Secretary