UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. )* TEXACO, INC. (NAME OF ISSUER) COMMON STOCK (TITLE CLASS OF SECURITIES) 881694103 (CUSIP NUMBER) CHECK THE FOLLOWING BOX IF A FEE IS BEING PAID WITH THIS STATEMENT.____(A FEE IS NOT REQUIRED ONLY IF THE FILING PERSON: (1) HAS A PREVIOUS STATEMENT ON FILE REPORTING BENEFICIAL OWNERSHIP OF MORE THAN FIVE PERCENT OF THE CLASS OF SECURITIES DESCRIBED IN ITEM 1; AND (2) HAS FILED NO AMENDMENT SUBSEQUENT THERETO REPORTING BENEFICIAL OWNERSHIP OF FIVE PERCENT OR LESS OF SUCH CLASS.) (SEE RULE 13D-7). *THE REMAINDER OF THIS COVER PAGE SHALL BE FILLED OUT FOR A REPORTING PERSON'S INITIAL FILING ON THIS FORM WITH RESPECT TO THE SUBJECT CLASS OF SECURITIES, AND FOR ANY SUBSEQUENT AMENDMENT CONTAINING INFORMATION WHICH WOULD ALTER THE DISCLOSURES PROVIDED IN A PRIOR COVER PAGE. THE INFORMATION REQUIRED IN THE REMAINDER OF THIS COVER PAGE SHALL NOT BE DEEMED TO BE "FILED" FOR THE PURPOSE OF SECTION 18 OF THE SECURITIES EXCHANGE ACT OF 1934 ("ACT") OR OTHERWISE SUBJECT TO THE LIABILITIES OF THAT SECTION OF THE ACT BUT SHALL BE SUBJECT TO ALL OTHER PROVISIONS OF THE ACT (HOWEVER, SEE THE NOTES). CUSIP NO. 881694103 13G PAGE 2A OF 5 PAGES 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF PERSON STATE STREET BANK AND TRUST COMPANY, TRUSTEE 04-1867445 EMPLOYEE THRIFT PLAN OF TEXACO, INC. ESOP COMPONENT 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP.* NOT APPLICABLE A __ B __ 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION BOSTON, MASSACHUSETTS 5. SOLE VOTING POWER 0 SHARES 6. SHARED VOTING POWER 11,550,123.345 SHARES (REPRESENTS 780,410.44 SERIES B SHARES CONVERTED TO COMMON [1 PFD = 12.868 COM] IN ADDITION TO 1,507,801.803 SHS COMMON 7. SOLE DISPOSITIVE POWER 0 SHARES 8. SHARED DISPOSITIVE POWER 11,550,123.345 SHARES (REPRESENTS 780,410.44 SERIES B SHARES CONVERTED TO COMMON [1 PFD = 12.868 COM] IN ADDITION TO 1,507,801.803 SHS COMMON 9. AGGREGATED AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 11,550,123.345 SHARES (REPRESENTS 780,410.44 SERIES B SHARES CONVERTED TO COMMON [1 PFD = 12.868 COM] IN ADDITION TO 1,507,801.803 SHS COMMON 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* NOT APPLICABLE 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 4.3% 12. TYPE OF REPORTING PERSON* BK CUSIP NO. 881694103 13G PAGE 2B OF 5 PAGES 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF PERSON STATE STREET BANK AND TRUST COMPANY, TRUSTEE 04-1867445 EMPLOYEE SAVINGS PLAN OF TEXACO, INC. ESOP COMPONENT (UNION) 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP.* NOT APPLICABLE A __ B __ 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION BOSTON, MASSACHUSETTS 5. SOLE VOTING POWER 0 SHARES 6. SHARED VOTING POWER 761,536.031 SHARES (REPRESENTS 63,093.074 SERIES F SHARES CONVERTED TO COMMON [1 PFD = 10 COM] IN ADDITION TO 130,605.291 SHS COMMON) 7. SOLE DISPOSITIVE POWER 0 SHARES 8. SHARED DISPOSITIVE POWER 761,536.031 SHARES (REPRESENTS 63,093.074 SERIES F SHARES CONVERTED TO COMMON [1 PFD = 10 COM] IN ADDITION TO 130,605.291 SHS COMMON) 9. AGGREGATED AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 761,536.031 SHARES (REPRESENTS 63,093.074 SERIES F SHARES CONVERTED TO COMMON [1 PFD = 10 COM] IN ADDITION TO 130,605.291 SHS COMMON) 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* NOT APPLICABLE 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 .3% 12. TYPE OF REPORTING PERSON* BK CUSIP NO. 881694103 13G PAGE 2C OF 5 PAGES 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF PERSON STATE STREET BANK AND TRUST COMPANY, TRUSTEE 04-1867445 VARIOUS COLLECTIVE INVESTMENT FUNDS FOR EMPLOYEE BENEFIT PLANS AND OTHER INDEX ACCOUNTS TEXACO, INC 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP.* NOT APPLICABLE A __ B __ 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION BOSTON, MASSACHUSETTS 5. SOLE VOTING POWER 2,227,741 SHARES 6. SHARED VOTING POWER 0 SHARES 7. SOLE DISPOSITIVE POWER 2,472,541 SHARES 8. SHARED DISPOSITIVE POWER 0 SHARES 9. AGGREGATED AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,472,541 SHARES 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* NOT APPLICABLE 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 .9% 12. TYPE OF REPORTING PERSON* BK CUSIP NO. 881694103 13G PAGE 2D OF 5 PAGES 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF PERSON STATE STREET BANK AND TRUST CO, TRUSTEE/CO-TRUSTEE 04-1867445 VARIOUS PERSONAL TRUST ACCOUNTS TEXACO, INC 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP.* NOT APPLICABLE A __ B __ 3. SEC USE ONLY 4. CITIZENSHIP OR PLACE OF ORGANIZATION BOSTON, MASSACHUSETTS 5. SOLE VOTING POWER 116,339 SHARES 6. SHARED VOTING POWER 34,167 SHARES 7. SOLE DISPOSITIVE POWER 95,980 SHARES 8. SHARED DISPOSITIVE POWER 44,954 SHARES 9. AGGREGATED AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 150,506 SHARES 10. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* NOT APPLICABLE 11. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 .1% 12. TYPE OF REPORTING PERSON* BK SCHEDULE 13G PAGE 3 OF 5 PAGES ITEM 1. (A) NAME OF ISSUER TEXACO, INC. (B) ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES 2000 WESTCHESTER AVENUE WHITE PLAINS NEW YORK, NY 10650 ITEM 2. (A) NAME OF PERSON FILING STATE STREET BANK AND TRUST COMPANY, TRUSTEE (B) ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE 225 FRANKLIN STREET, BOSTON, MA 02110 (C) CITIZENSHIP BOSTON, MASSACHUSETTS (D) TITLE OF CLASS OF SECURITIES COMMON STOCK (E) CUSIP NUMBER 881694103 ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO RULE 13D-1(B), OR 13D-2(B), CHECK WHETHER THE PERSON FILING IS A: (B) _X_ BANK AS DEFINED IN SECTION 3(A)(6) OF THE ACT PAGE 4 OF 5 PAGES ITEM 4. OWNERSHIP (A) AMOUNT BENEFICIALLY OWNED 14,934,706.376 SHARES (B) PERCENT OF CLASS 5.6% (C) NUMBER OF SHARES AS TO WHICH SUCH PERSON HAS: (I) SOLE POWER TO VOTE OR TO DIRECT THE VOTE 2,344,080 SHARES (II) SHARED POWER TO VOTE OR TO DIRECT THE VOTE 12,345,826.376 SHARES (III) SOLE POWER TO DISPOSE OR TO DIRECT THE DISPOSITION OF 2,568,521 SHARES (IV) SHARED POWER TO DISPOSE OR TO DIRECT THE DISPOSITION OF 12,356,613.376 SHARES ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS NOT APPLICABLE ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON. NOT APPLICABLE ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING REPORTED ON BY THE PARENT HOLDING COMPANY NOT APPLICABLE ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP NOT APPLICABLE ITEM 9. NOTICE OF DISSOLUTION OF GROUP NOT APPLICABLE ITEM 10. CERTIFICATION THE FOLLOWING CERTIFICATION SHALL BE INCLUDED IF THE STATEMENT IS FILED PURSUANT TO RULE 13D-1(B): BY SIGNING BELOW I CERTIFY THAT, TO THE BEST OF MY KNOWLEDGE AND BELIEF, THE SECURITIES REFERRED TO ABOVE WERE ACQUIRED IN THE ORDINARY COURSE OF BUSINESS AND WERE NOT ACQUIRED FOR THE PURPOSE OF AND DO NOT HAVE THE EFFECT OF CHANGING OR INFLUENCING THE CONTROL OF THE ISSUER OF SUCH SECURITIES AND WERE NOT ACQUIRED IN CONNECTION WITH OR AS A PARTICIPANT IN ANY TRANSACTION HAVING SUCH PURPOSES OR EFFECT. THIS REPORT IS NOT AN ADMISSION THAT STATE STREET BANK AND TRUST COMPANY IS THE BENEFICIAL OWNER OF ANY SECURITIES COVERED BY THIS REPORT, AND STATE STREET BANK AND TRUST COMPANY EXPRESSLY DISCLAIMS BENEFICIAL OWNERSHIP OF ALL SHARES REPORTED HEREIN PURSUANT TO RULE 13D-4. SIGNATURE AFTER REASONABLE INQUIRY AND TO THE BEST OF MY KNOWLEDGE AND BELIEF, I CERTIFY THAT THE INFORMATION SET FORTH IN THIS STATEMENT IS TRUE, COMPLETE AND CORRECT. 9 FEBRUARY 1995 STATE STREET BOSTON CORPORATION STATE STREET BANK AND TRUST COMPANY, TRUSTEE /s/ JANET DENNEEN ASSISTANT SECRETARY