His plan goes far beyond an earlier notion, formed before Icahn started closing in, of selling only assets that yielded inferior returns on * investment. By one measure Texaco used, any unit returning less than 11% was fair game, and both the West German operation and the U.S. wells fit that description. The assets going into the Saudi joint venture had also performed poorly for decades -- but in 1988 they turned around dramatically, thanks to improvements Kinnear had made years ago. And Kinnear hates to lose profitable Texaco Canada. To make the most of assets that will remain, Texaco's managers are struggling to change the corporate culture. As he did when trying to keep investors in line last summer, Kinnear has gone on the stump, this time delivering what he calls ''vision speeches'' to employees. From now on, he tells them, Texaco must deliver high returns to its owners. Managers will be held accountable for their profit performance, and their pay will reflect that directly. This message hardly sounds revolutionary, but by Texaco standards Kinnear is a breathtakingly modern executive. He also tells workers about the need to cut through the ''ozone layer'' of overcautious bureaucracy. He urges his 47,000 employees to ''just say no'' -- literally -- when bosses demand the sort of administrative make-work that has long been a Texaco trademark. Kinnear deserves credit for breaking with tradition and increasing efficiency. He has replaced almost all of Texaco's top executives with a new generation more committed to pushing responsibility down the chain of command. One result: In two years Kinnear has cut the reporting layers separating him from the gas station attendant in half, to 11. BUT KINNEAR is still a Navy man. According to his assistant, Robert A. Solberg, 43, he likes to make decisions from a broad choice of options, and he encourages a thorough airing of dissenting opinions behind closed doors. But once he makes a decision, he expects all dissenters to sign on and shut up. That may be why Kinnear's just-say-no program does not seem to be working so well. A reporter recently asked high-ranking Texaco executives when they had last taken Kinnear's advice and said no to their bosses. To a man, they replied that the issue had never come up -- their bosses had never given them a reason to say no. However effective Kinnear's managerial changes, one thing is clear: It's not easy for a chief executive to serve shareholders well while fighting off a raider and bargaining for investor support. Until Kinnear resolves his struggle for control, shareholders shouldn't look for a cohesive long-range strategy at Texaco.