The proposed joint venture between Texaco Inc. and Saudi Arabia raises serious questions about the consequences of increased foreign leverage over the U.S. oil industry, which has become more reliant on imports in the past few years, analysts said.

"We've been predicting for months that this joint venturing of refining and marketing assets would accelerate," said George J. Gaspar, oil analyst at the Milwaukee investment firm Robert W. Baird & Co. "It could potentially put the smaller refining and marketing operators at a disadvantage."Texaco and Saudi Arabia announced Thursday they will jointly refine and market petroleum in the United States under a pact that the troubled U.S. oil giant said would give it $2 billion in cash and cost savings.

It was the biggest joint venture ever announced between a foreign supplier and a domestic oil company in the "downstream" end of the business, the process for changing crude into gasoline and other products.

Such a venture would help provide an assured market for Saudi Arabia, the world's biggest exporter of oil.

The announcement also came as Texaco management took a battle against takeover strategist Carl C. Icahn to its annual shareholder meeting Friday, which could determine the destiny of the nation's third-largest oil company.

The timing of the announcement reflected the intense pressure management faced to foil Icahn by convincing shareholders it was taking aggressive steps to restructure Texaco and raise the value of their investment.

"Texaco is locked in the struggle with Icahn, and it is coming down to the wire," said Stephen Smith, an analyst at Bear Stearns Cos. in New York. "Clearly Texaco managers need to tell their story: We are a new company, we've put the past behind us. We're aggressively going to downsize."

Texaco management has said it plans to sell about $5 billion in property to offset the disastrous effects of prolonged litigation with Pennzoil Co., which resulted in bankruptcy protection and a $3 billion payment to that company. Icahn, Texaco's largest shareholder, has denounced management performance and has offered to buy Texaco for $60 a share. But doubts about who will prevail helped depress the stock by 37 1/2 cents a share Thursday to $49.50.

Under a letter of intent between Texaco and Saudi Arabia, Saudi Refining Inc. will have a half interest in Texaco's refining assets and marketing system in 23 eastern and Gulf Coast states as well as Washington, a company statement said.

The joint venture's assets will include three major Texaco refineries, in Delaware City, Del.; Convent, La.; and Port Arthur, Texas; 49 terminals, about 1,450 owned and leased service stations and a distributor network of more than 10,000 stations.

The statement said Saudi interest in these assets was valued at $800 million and the Saudi side would provide 30 million barrels of the venture's initial inventory of 40 million barrels.

It said Texaco expected to "achieve approximately $2 billion in cash benefits and savings from the formation of the joint venture based on current oil prices."

The statement did not explain how the $2 billion figure was derived, nor did it say whether either side could withdraw if there were a major change in Texaco such as an Icahn-led takeover. Texaco officials at the company's White Plains, N.Y, headquarters declined to offer further explanation.

Other U.S. oil companies have engaged foreign partners for refining and marketing petroleum in this country. Venezuela's state-owned oil company, for example, has an interest in Citgo Petroleum Corp., which operates one of the largest U.S. refineries. But the Texaco-Saudi deal would be the largest.

Some analysts said such significant foreign influence in the domestic oil industry was bound to upset Congressional lawmakers and federal energy officials who already are concerned about America's appetite for foreign oil.