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HOUSTON — Texaco Inc. is selling its interests in two gas stations and refinery joint ventures to Shell Oil Co. and another partner for about $2.1 billion, paving the way for completion of Texaco’s $38.6 billion sale to Chevron Corp. 

Under the deals disclosed Tuesday, Shell and Saudi Refining Inc. are buying the Texaco stake in the joint ventures and would assume responsibility for about $1.7 billion in debt and other liabilities. 

The deals would give Houston-based Shell sole ownership of Equilon Enterprises LLC, which operates about 4,500 Shell stations and 4,500 Texaco stations, primarily in the western United States. 

Equilon, formed in 1998, also operates four refineries, a lubricants business and a pipeline and terminal network. 

The other divestiture would give Shell and Saudi Refining Inc., a subsidiary of Aramco Services Co., equal interest in Motiva Enterprises LLC. 

Motiva, likewise formed in 1998, operates mostly in the east and includes nearly 4,800 Shell stations and about 8,200 Texaco stations, four refineries and a network of terminals. 

The Federal Trade Commission required the sale of Texaco’s stakes in the joint ventures as a condition of its recent approval of the Chevron-Texaco merger pact, which was announced a year ago. 

San Francisco-based Chevron and White Plains, N.Y.-based Texaco completed their merger Tuesday after both companies’ shareholders approved the deal. The new company will be known as ChevronTexaco Corp. 

ChevronTexaco is the second largest U.S. based energy company behind Exxon Mobil Corp. and the fifth largest in the world, with some 25,000 retail outlets on six continents, revenues of nearly $117 billion and gas and oil reserves totaling more than 11 billion barrels. 

Chevron shares rose $1.94 to close at $90.89 on the New York Stock Exchange, where shares of Texaco rose $1.42 to close at $69.75. 

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On the Net: 

Chevron site: http://www.chevron.com 

Shell site: http://www.shellus.com