===============================================================================
                                                       
                                                               
                               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):
                             November 29, 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 November 29, 1994, the Registrant announced that it had
     entered into a memorandum of understanding with Apache 
     Corporation (Apache) outlining the terms under which Apache
     would purchase more than 300 producing fields for
     approximately $600 million.  The sale is expected to close in
     the first quarter of 1995, with an effective date of January
     1, 1995, subject to the signing of the purchase and sale
     agreement, certain government approvals and the approval by
     both companies' Board of Directors.

     In this connection, on November 29, 1994, the Registrant
     issued a press release entitled "Texaco Announces Sale of
     Producing Properties to Apache Corporation" a copy of which is
     attached hereto as Exhibit 99.1 and made a part of hereof.
      


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

(c)  Exhibits

     99.1 Copy of press release issued by Texaco Inc.,
          dated November 29, 1994 entitled "Texaco 
          Announces Sale of Producing Properties to
          Apache Corporation." 

 


















FDeB:ddw
(8KNOV30.WP)








                                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:  December 1, 1994
       ----------------

                                                                 EXHIBIT 99.1


            TEXACO ANNOUNCES SALE OF PRODUCING PROPERTIES
                          TO APACHE CORPORATION

FOR IMMEDIATE RELEASE:  TUESDAY, NOVEMBER 29, 1994.
     HOUSTON,  Nov.  29  -  Texaco and Apache Corporation have signed a 
memorandum of understanding outlining the terms under which Apache would 
purchase more than 300 scattered Texaco producing fields for approximately 
$600 million.  The effective date of the sale is to be January 1, 1995, with 
an expected closing in the first quarter of 1995.
     On July 5, Texaco announced several key action steps for worldwide 
enhanced growth, one of which was to dispose of underperforming U.S. 
properties which cumulatively contribute zero earnings and less than ten 
percent of Texaco's domestic upstream cash flow.  The sale of these 
properties, and the redirection of proceeds from it, represents a significant 
milestone in implementing that plan.   
     Commenting on the sale, Texaco Exploration and Production Inc. (TEPI) 
President, Clarence P. Cazalot, Jr., said, "Achieving greater shareholder 
value by focusing human resources and capital assets on our most profitable 
properties is a cornerstone of our plan for growth.  The proceeds from this 
sale will be redeployed into growth opportunities across the company, 
including major expenditures on core producing properties in the U.S."
     The properties included in the sale are located in the Permian Basin in
Texas, offshore Gulf of Mexico, onshore Louisiana, East and South Texas, 
Rocky Mountains, and the Midcontinent area of the U.S.  The sale is subject 
to signing of the purchase and sale agreement, certain government approvals, 
as well as approval by both companies' Boards of Directors.
     Not included in this sale are selective other producing properties 
largely in California and the Williston Basin in North Dakota, which Texaco 
also has offered for sale. 

                                  - xxx -


CONTACT:       Dave Dickson   914-253-4128