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                               UNITED STATES

                    SECURITIES AND EXCHANGE COMMISSION

                           WASHINGTON D.C. 20549
                                                                       
                        ---------------------------

                                 FORM 8-K



                              CURRENT REPORT
                    Pursuant to Section 13 or 15 (d) of
                    the Securities Exchange Act of 1934



             Date of Report (Date of earliest event reported):
                               July 5, 1994

                      -----------------------------

                                TEXACO INC.
          (Exact name of registrant as specified in its charter)



         Delaware                      1-27                 74-1383447
(State or other jurisdiction of   (Commission File      (I.R.S. Employer
        incorporation)                Number)        Identification  Number)

     2000 Westchester Avenue,                                  10650
      White Plains, New York                                 (Zip Code)
(Address of principal executive offices)                                     



                                 (914) 253-4000

               (Registrant's telephone number, including area code)


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Item 5. Other Events
- - --------------------

1.   On July 5, 1994, the Registrant announced that it will undertake a series
     of action steps to increase growth, competitiveness and profitability,
     focusing on asset redeployment, the reduction of overheads, and operating
     efficiencies through elimination of layers of supervision, cost control
     and strengthened core businesses.

     Specific action steps are outlined in a July 5, 1994 press release issued
     by the Registrant entitled "Texaco Announces Worldwide Plan For Enhanced
     Growth", a copy of which is attached hereto as Exhibit 99.1 and made a
     part hereof.

     The combined effects of these steps will result in a charge to earnings
     of approximately $165 million during the second quarter of 1994 covering:
     a provision for employee separations; the write-down to fair market value
     of certain international properties being offered for sale; and the write-
     down to market value of certain office facilities that will become excess
     as a result of consolidations. Also included is a net charge of $49.5
     million, as previously disclosed, relative to the completion of the sale
     of Texaco Chemical Company in April, 1994.

Item 7. Financial Statement, Pro Forma Financial Information and Exhibits
- - -------------------------------------------------------------------------

(c) Exhibits

     99.1 Press Release issued by Texaco Inc. dated July 5, 1994, entitled
          "Texaco Announces Worldwide Plan For Enhanced Growth."






                                SIGNATURES
                                ----------


Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.







                 
                                                  TEXACO INC.     
                                                 ------------     
                                                 (Registrant)




                                        By:      R. E. KOCH     
                                             ---------------------  
                                             (Assistant Secretary)




Date:     July 6, 1994
          ------------     
                                                                                



 
                           TEXACO  ANNOUNCES  
                           ----------------- 
                  WORLDWIDE  PLAN  FOR  ENHANCED  GROWTH
                  --------------------------------------
   Steps Outlined to Increase Growth, Competitiveness and Profitability

FOR  IMMEDIATE  RELEASE:   TUESDAY,  JULY  5,  1994.
- - ---------------------------------------------------
     WHITE  PLAINS,  N.Y.,  July  5  -  Texaco Inc. announced today a series
of action steps for growth, designed to thrust the company into top quartile
performance among petroleum industry competitors.  Building on the company's
demonstrated successes as a fully cost-competitive finder of oil and natural 
gas resources, the action plan focuses on asset redeployment, the reduction
of overheads totalling some $300 million, and operating efficiencies through
elimination of layers of supervision, cost control and strengthened core
businesses.

     Texaco Inc. Chairman of the Board and Chief Executive Officer Alfred C.
DeCrane, Jr., enumerated a number of the specific action steps for value
growth: 

- - -  Upstream Actions:
       -  Approximately 50 percent of the more than 600 producing fields in
          the U.S. will be traded or sold.  Future activities will be focused
          on those remaining core U.S. oil and gas assets, which account for
          more than 90 percent of the profits, cash flow, production and
          reserve base in the U.S. 

       -  Proceeds from the fields being sold will be redirected to the
          multiple growth opportunities in the core U.S. areas, which are
          programmed for production and earnings growth through the end of
          the decade, and to selected international opportunities where
          production growth is also programmed. 

       -  U.S. producing operations will be consolidated into fewer offices
          with reduced layers of supervision and broadened field level
          responsibilities.

       -  Internationally, aggressive rationalization programs also are under
          way, including the sale of heavy oil producing properties in
          Colombia.  




 
                                   - more -



                                    - 2 - 


- - -  Midstream Actions:
       -  Texaco Trading and Transportation Inc., the subsidiary that operates
          the company's large crude oil and product transportation system,
          under a restructuring announced last month, is reducing several
          layers of activity and will focus on strengthening its crude oil
          supply capability, including improved capability to deliver imported
          crude oil to the Mid-Continent region.

       -  The company is actively engaged in the formation of a strategic
          alliance which will significantly reduce the cost of marine
          transportation while fully protecting quality and professionalism
          in meeting the company's marine requirements.

- - -  Downstream Actions:
       -  Texaco's refining and marketing segments in the U.S. will 
          consolidate units, eliminate layers of management and effect a more
          than 20-percent reduction in general administrative services and
          support costs.  

       -  Programs are in place to support the targeted growth effort for
          branded CleanSystem3 gasoline sales of one percent in excess of the
          overall demand growth over the forward period.  This follows on the
          comparable growth Texaco experienced with  the  1989  introduction
          of the original System3 gasolines.
 
       -  The company is on track to complete the sale of its lubricant
          additives business and open its proprietary-process PO/MTBE plant
          during 1994.  The new facility in Port Neches, Texas, will produce
          some 400 million pounds per year of propylene oxide and 14,000 
          barrels per day of methyl tertiary butyl ether.

       -  A program of downstream regionalization is well under way in Europe 
          and Latin America, reducing layers of management and consolidating 
          accounting, financial and related activities.  The programs also
          include asset monetization and rationalization.

       -  Bids are being received for the sale of Texaco's equity interest in
          downstream activities in Nigeria and other West African countries.

     The company's key affiliate units, Star Enterprise, Caltex Petroleum 
Corp. and Caltex Pacific Indonesia, also have on-going programs focused on
value growth, cost-containment and streamlining programs which parallel those
of Texaco.

     Under consolidations and other initiatives completed over the last two
years, Texaco's workforce was reduced by more than 13 percent, not including
reductions related to the sale of assets, such as the April 1994 sale of
Texaco Chemical Company to the Huntsman organization. 


                                 - more -




                                  - 3 - 


     Implementation of Texaco's broad program is expected to result in the
reduction of approximately 2,500 employees worldwide over the next 12 months.
These reductions will be accomplished through normal attrition, retirements
and separations.  Where possible, the company will redeploy employees to areas
of growth opportunities.
  
     The combined effects of the growth program's action steps will result in
a charge to earnings of approximately $165 million during the second quarter
of 1994 covering:  a provision for employee separations; the write-down to 
fair market value of certain international properties being offered for sale;
and the write-down to market value of certain office facilities that will
become excess as a result of consolidations.  Included in the above figure,
and as indicated at the end of the first quarter of 1994, is a net charge of 
$49.5 million, relative to the completion of the sale of Texaco Chemical
Company to Huntsman Corporation.

     "Texaco is an industry leader in several key measurements of competitive
strength, including:  reserve replacement, averaging 106 percent of production
over the last five years, and in our finding and development costs, which were
$4.10 per barrel over that same period," said DeCrane.  "We have arrested the
decline in U.S. production, while increasing production by some 25,000 barrels
per day internationally, and have successfully launched our new generation of
gasolines, CleanSystem3, while reducing overall operating costs.  Over the six
years since the successful operational and financial restructuring was
undertaken by the company in 1988, total shareholder return has averaged 18.4
percent per year, a top performance among our primary competitors.

     "Even with these accomplishments, we saw the need to set rigorous new
objectives for the company in order to propel Texaco to a position at or near
the top of its industry in additional measures of competitive performance over
the next several years,"  said DeCrane.
  
     "The action steps outlined today are designed to build on previous success
and to accelerate the drive to achieve our vision to be a leader in our 
industry.  Texaco employees have shown a tremendous dedication to building the
company over recent years.  We anticipate the same kind of commitment to the
prompt attainment of these difficult, but important changes," said DeCrane. 

                                  - xxx -

MEDIA CONTACTS:     Anita Larsen             914-253-4155
                    Jim Swords               914-253-4103
                    Jim Reisler              914-253-4389
                    Cynthia Michener         914-253-4743