HOUSTON — Shell Oil Co. and Saudi Refining Inc. said they are open to talks with Texaco Inc. about buying its stakes in Equilon Enterprises LLC and Motiva Enterprises LLC following the Federal Trade Commission’s approval of Chevron Corp.’s $46.3 billion acquisition of Texaco Friday afternoon.

To pass FTC muster and form with Chevron the world’s fifth-largest largest oil company, Texaco agreed to sell six U.S. refineries and sever ties with 14,000 gasoline stations. The assets were placed in joint ventures in 1998 with Shell, and Saudi Refining. The FTC’s order provides a “practical framework” for the purchase of Texaco’s 33 percent stake in Motiva, Shell and Saudi Refining said in a prepared statement. Shell also wants to buy Texaco’s 44 percent interest in Equilon.

The assets will be placed in a trust if Texaco and Shell can’t agree on a price before the Chevron purchase is completed next month. Chevron and Texaco also agreed to license the Texaco brand to Equilon and Motiva on an exclusive basis until June 30, 2003, and on a non-exclusive basis until June 30, 2006. The companies also agreed to sell Texaco’s one-third interest in a pipeline in the Gulf of Mexico; Texaco’s interest in a natural gas processing plant in Mont Belvieu, Texas; and its general aviation businesses in 14 states.

“Shell and SRI remain the natural buyers of Texaco’s interests and we remain open to discussions with Texaco to accomplish these acquisitions,” the companies announced in a joint statement. “We are also prepared to negotiate directly with the Divestiture Trustee in order to acquire those interests on terms that provide us with a fair return on our respective investments. We plan to complete this process in a manner that is most beneficial to the businesses.”

The companies have been negotiating with antitrust regulators since they agreed to the deal last October. But efforts to sell Texaco’s stake in the refining and marketing businesses had been bogged down in prolonged discussions with the company’s joint-venture partners. Under terms of the FTC mandate, Texaco’s refining partners have first rights to buy out its stake in the Equilon and Motiva. The company’s book value in Equilon and Motiva at the end of June was about $2.8 billion, according to published reports.

Motiva has four refineries in the Eastern and Gulf Coast regions of the United States and supplies gasoline and other fuels to 13,000 Shell and Texaco retail and wholesale outlets. Shell owns 30 percent of Motiva, while Texaco and Saudi Aramco each own 35 percent. Equilon has four refineries on the U.S. West Coast and supplies fuel to 9,000 Shell and Texaco outlets. Shell owns 56 percent of the company and Texaco 44 percent.

“Our integration planning since announcing the merger last October has gone exceptionally well,” said Chevron Chairman and Chief Executive Officer David J. O’Reilly, who will head up the combined company. “Upon receiving stockholder approval, we will be ready to start operating effectively as one company,”

“The new ChevronTexaco will bring together two great companies with long histories of success and innovation to tackle the new challenges we face in meeting the energy needs of our customers and partners, added Texaco Chairman and CEO Glenn F. Tilton, who will serve as vice chairman of ChevronTexaco. “We are fully prepared to comply with all of the conditions of the consent order and look forward to completing the merger and creating a great new energy company.”

Chevron has scheduled a shareholders meeting October 9, where the deal is expected to receive shareholder approval. The stock of the new company, to be called ChevronTexaco Corp., will trade under the symbol CVX on the New York Stock Exchange. Industry analysts say that because of growing antitrust concerns, the Chevron-Texaco combination could be the last of the mega-mergers that have reshaped the oil business during the last three years.

The FTC said without the spinoffs, the Chevron-Texaco deal would have hindered competition in gasoline marketing in the West and the South, as well as in Alaska and Hawaii. According to the agency, it would have had the same effect on a number of other markets, including the refining and bulk supply of gasoline and jet fuel in the Pacific Northwest; the pipeline transportation of crude oil from California’s San Joaquin Valley and portions of the eastern and central Gulf of Mexico; and the processing of raw mix into natural gas liquids products at the Mont Belvieu, Texas, plant.