NEW YORK, JAN. 28 -- Trans World Airlines Inc. Chairman Carl C. Icahn today turned up the heat on Texaco Inc., saying that he is considering a proxy fight for control of the company as well as forming a group to buy more Texaco stock.

Icahn, who controls about 15 percent of Texaco's shares, also said in a Securities and Exchange Commission filing that he plans to become involved with the company's planned restructuring. Icahn said he intends "to make suggestions" about how the restructuring might benefit shareholders.

Texaco shares have languished near the average price Icahn paid for his stake. Disclosure of Icahn's statements today was made after the stock market closed. Texaco's stock closed today at $36.87 1/2, up $1 a share.

"As we have repeated in the past, Texaco urges Mr. Icahn to join in constructive efforts aimed at maximizing value for all Texaco shareholders," Texaco said in a statement. The company said the restructuring it is considering "is the best way to provide increased value" for its shareholders.

Sources close to Texaco's bankruptcy proceeding said Icahn's statements appeared to imply that his previous concerns about an upcoming shareholder vote on Texaco's proposed settlement with Pennzoil Co. were subsiding.

Icahn had earlier threatened to vote against the $3 billion settlement plan worked out to end Texaco's $10.3 billion legal battle with Pennzoil and allow the company to emerge from bankruptcy proceedings.

The shareholder vote on the proposed settlement, which is expected to be completed by mid-April, requires two-thirds approval. If Icahn voted his large stake against the plan, he would likely sway the outcome. However, if shareholders voted against the plan, a settlement could still be approved by the court under so-called "cram-down" procedures.

In today's statements, Icahn focused on issues likely to arise after the Pennzoil settlement plan is approved. For example, Icahn said he was considering forming a slate of nominees to challenge Texaco's board of directors at the company's next annual meeting, which would not take place until after the scheduled shareholder vote.

While his filing noted that there is no assurance any action would be taken, Icahn said he was considering "forming a partnership or other entity or group with third parties for the purpose of acquiring the issuer's common stock." Because of applicable securities laws, Icahn's disclosure may have been necessary to allow him to begin serious discussions with such third parties.