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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):
                                 April 22, 1996

                                   ----------

                                   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 April 22, 1996,  the  Registrant  issued an Earnings  Press  Release
     entitled "Texaco Reports Results for The First Quarter 1996," a copy of
     which is attached hereto as Exhibit 99.1 and made a part hereof.


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

(c)  Exhibits

     99.1  Press Release issued by Texaco Inc. dated April 22, 1996,  
           entitled "Texaco Reports Results for The First Quarter 1996."









                                   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:  April 23, 1996
       --------------





                                                                      APPENDIX

Description of graphic material included in Exhibit 99.1.

The following  information is depicted in graphic form in a Press Release issued
by Texaco Inc. dated April 22, 1996,  entitled  "Texaco  Reports Results for the
First Quarter 1996" filed as Exhibit 99.1 to this Form 8-K:

1.       The first graph is located within the eighth paragraph of Exhibit 99.1.
         Graph is entitled  "Texaco Average U.S.  Natural Gas Price Per Quarter"
         and is shown in dollars per MCF by quarter for the years 1995 and 1996.
         The Y axis  depicts  dollars  per MCF from  $0.00 to  $3.00  with  $.50
         increments. The X axis depicts the calendar quarters for the years 1995
         and 1996. The plot points are as follows:

         First Quarter 1995         -       $1.60 per MCF
         Second Quarter 1995        -       $1.67 per MCF
         Third Quarter 1995         -       $1.52 per MCF
         Fourth Quarter 1995        -       $1.81 per MCF
         First Quarter 1996         -       $2.11 per MCF

2.       The second graph is located within the ninth paragraph of Exhibit 99.1.
         Graph is entitled  "Texaco Average U.S. Crude Price Per Quarter" and is
         shown in dollars per barrel by quarter for the years 1995 and 1996. The
         Y axis  depicts  dollars  per barrel  from  $12.00 to $20.00 with $2.00
         increments. The X axis depicts the calendar quarters for the years 1995
         and 1996. The plot points are as follows:

         First Quarter 1995         -       $14.85 per barrel
         Second Quarter 1995        -       $15.85 per barrel
         Third Quarter 1995         -       $14.88 per barrel
         Fourth Quarter 1995        -       $14.89 per barrel
         First Quarter 1996         -       $16.51 per barrel

3.       The third graph is located within the  thirteenth  paragraph of Exhibit
         99.1. Graph is entitled "Texaco Average Int'l. Crude Price Per Quarter"
         and is shown in dollars  per  barrel by quarter  for the years 1995 and
         1996. The Y axis depicts  dollars per barrel from $12.00 to $20.00 with
         $2.00  increments.  The X axis  depicts the  calendar  quarters for the
         years 1995 and 1996. The plot points are as follows:

         First Quarter 1995         -       $16.38 per barrel
         Second Quarter 1995        -       $17.30 per barrel
         Third Quarter 1995         -       $15.45 per barrel
         Fourth Quarter 1995        -       $16.18 per barrel
         First Quarter 1996         -       $18.47 per barrel


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(8Kapr22)
                                                                EXHIBIT 99.1

                             TEXACO REPORTS RESULTS
                             ----------------------

                           FOR THE FIRST QUARTER 1996
                           --------------------------

FOR  IMMEDIATE  RELEASE:   MONDAY,  APRIL  22,  1996.
- ---  ---------  --------   -------  -----  ---  -----
         WHITE PLAINS, N.Y., April 22 - Texaco announced today that consolidated
worldwide net income for the first  quarter of 1996 was $386  million,  or $1.42
per share.  Total net income for the first quarter of 1995 was $297 million,  or
$1.08 per share,  which included  special items and the cumulative  effect of an
accounting change totaling $.27 per share. Earnings before special items of $386
million in first  quarter 1996  compared to $226 million in the first quarter of
1995.

First Quarter ------------------------------------ Texaco Inc. (Millions): 1996 1995 - ------------------------------------------------------------------------------------------------------------------ Net income before special items $ 386 $ 226 Special items - 192 Cumulative effect of accounting change as of January 1, 1995 - (121) ------ ---- Total net income $ 386 $ 297 === ==== - ------------------------------------------------------------------------------------------------------------------
In commenting on the results, Alfred C. DeCrane, Jr., Texaco Chairman and Chief Executive Officer, noted, "First quarter performance continued to reflect the benefits of our focus on core businesses, coupled with continued emphasis on reducing overhead and operating expenses. This allowed improved crude oil and natural gas prices to flow to the bottom line. "We were benefited by the positioning of our U.S. gas production and its access to the major markets where winter demands were very strong. Additionally, results were bolstered by the incrementally stronger prices for heavy crude oils and increased production of these grades. Our downstream business, though improved operationally from last year with higher refinery runs and increased product sales, again experienced low margins, particularly in the U.S. and in Europe." - more - - 2 - Special items in 1995 included net gains of $192 million resulting from the sales of non-core U.S. producing properties and from the sale of land by a Caltex affiliate in Japan. Also included in 1995 was a $121 million non-cash charge from the write-down of non-core U.S. producing properties held for sale at January 1, 1995, classified as a cumulative effect of an accounting change in accordance with the 1995 adoption of Statement of Financial Accounting Standards (SFAS) 121 "Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed Of." The February 29, 1996, sale of Texaco's worldwide lubricant additives business for $196 million, including $136 million in cash and a three-year note of $60 million, completed the disposition of the company's discontinued chemical operations. Discontinued operations had no significant impact on first quarter 1996 and 1995 results. Subsequent to first quarter 1996, Texaco's affiliate Caltex Petroleum Corporation completed the sale of its 50 percent interest in Nippon Petroleum Refining Company, Limited for approximately $2 billion. In April, Texaco received $550 million in cash dividends from Caltex, mainly from the sales proceeds. Earnings from this sales transaction of some $275 million will be reported in the second quarter of 1996. ANALYSIS OF FUNCTIONAL NET INCOME OPERATING EARNINGS PETROLEUM AND NATURAL GAS UNITED STATES Exploration and Production First quarter 1996 earnings were $267 million as compared with $144 million, before special items, for the first quarter of 1995. Including a net gain of $112 million resulting from the sale of non-core producing properties, first quarter 1995 results totaled $256 million. - more - - 3 - The substantial improvement in 1996 results was due mainly to the strengthening of natural gas prices which were $.51 per MCF higher than the same period in 1995, as prolonged cold weather affected large areas of the U.S. The favorable positioning of the company's producing fields combined with its strategic distribution assets, including the Henry Hub in Louisiana, enabled Texaco to benefit from the strengthening market prices. Crude prices for the first quarter 1996 rose $1.66 per barrel over the same period in 1995 due to higher demand. Prices for heavy California crude oils, approximately 40 percent of Texaco's U.S. production, were especially strong as evidenced by Kern River crude prices which averaged $14.91 per barrel for the first quarter 1996. Higher production of crude oil and natural gas from core properties substantially benefited earnings and significantly offset the low margin volumes sold with the non-core assets. Exploratory expenses were higher in 1996 due to the company's increased seismic and other drilling activity, particularly offshore in the Gulf of Mexico, including deep water properties. Manufacturing, Marketing and Distribution First quarter 1996 earnings were $4 million, as compared with losses of $19 million for the first quarter of 1995. Results for 1996 benefited from refining margins which, while still under pressure, improved over historically low levels experienced in 1995. Partially offsetting these higher refining margins were lower marketing results. Although diesel and gasoline sales volumes increased, with branded gasoline sales up 4 percent, marketing margins narrowed as sales prices could not fully recover the increases in the raw material component of product costs. - more - - 4 - Also, the phased introduction of CARB II gasoline into the California market squeezed margins as the additional costs to manufacture and handle these products were not fully recouped in the first quarter. INTERNATIONAL Exploration and Production First quarter 1996 earnings were $130 million, as compared with $83 million for the first quarter of 1995. Results for 1996 benefited from higher crude oil prices, mainly in the North Sea and in Indonesia. Increased production due to continuing field development programs in the Partitioned Neutral Zone between Kuwait and Saudi Arabia and from new fields in China and Trinidad largely offset the declining crude oil and natural gas production of maturing fields in the U.K. Initial gas production from the Dolphin field in Trinidad began in March 1996 and development work in the U.K. Captain Field continues to be on schedule for initial production late this year. Manufacturing, Marketing and Distribution First quarter 1996 earnings were $92 million, as compared with $104 million before special items for the first quarter of 1995. First quarter 1995 results, including net special gains of $80 million, principally relating to the sale of land by a Caltex affiliate in Japan, totaled $184 million. Operating earnings were lower than last year as higher refining margins in Europe were more than offset by lower marketing margins, particularly in the U.K. These poor marketing margins resulted from both industry oversupply conditions and added price pressure in this highly competitive market. - more - - 5 - In the Caltex markets of the Pacific Rim, the impact of somewhat higher refining margins in Singapore and Bahrain and higher product sales volumes in Korea were more than offset by lower overall currency exchange benefits. CORPORATE/NONOPERATING RESULTS For the first quarter of 1996, corporate/nonoperating charges were $109 million, as compared with $90 million in the first quarter of 1995. Results for 1995 included $25 million in gains principally from sales of equity securities held for investment by the insurance operations. CAPITAL AND EXPLORATORY EXPENDITURES Capital and exploratory expenditures, including equity in such expenditures of affiliates, were $641 million for the first quarter of 1996 as compared with $513 million for the same period of 1995. This 25 percent increase reflects the reinvestment of proceeds from sale of non-core business, and increased focus on upstream opportunities both in the United States and international areas. Expenditures in downstream operations decreased due to the completion of refinery upgrades in the U.S. and refinery construction, nearing completion, by Caltex were partially offset by generally higher marketing investments worldwide. - xxx - NOTE TO EDITORS: Tables for the first quarter are attached. CONTACTS: David Dickson 914-253-4128 James Swords 914-253-4156 Yorick Fonseca 914-253-7034 Cynthia Michener 914-253-4743 Additional Texaco information is available on the World Wide Web at: http://www.texaco.com - 6 -
First Quarter ---------------------------- 1996 1995 (a) ------ ------ FUNCTIONAL NET INCOME ($000,000) - -------------------------------- Operating Earnings (Losses) Petroleum and natural gas Exploration and production United States $ 267 $ 256 (b) International 130 83 ---- ---- Total 397 339 ---- ---- Manufacturing, marketing and distribution United States 4 (19) International 92 184 (b) ---- ---- Total 96 165 ---- ---- Total petroleum and natural gas 493 504 Nonpetroleum 2 4 ----- ----- Total operating earnings 495 508 Corporate/Nonoperating (109) (90) ---- ---- Net income from continuing operations 386 418 Cumulative effect of adoption of SFAS 121 - (121) ----- ---- Total net income (c) $ 386 $ 297 ==== ==== EARNINGS (LOSS) PER COMMON SHARE - -------------------------------- Net income (loss) in dollars: Continuing operations before cumulative effect of accounting change $ 1.42 $ 1.55 Cumulative effect of accounting change - (.47) ----- ----- Total net income $ 1.42 $ 1.08 ===== ===== Average number of common shares outstanding (000,000) 260.7 259.6 a) Previously reported results for 1995 have been restated for the adoption of SFAS 121, as appropriate b) Includes special items as detailed in news release c) Includes provision for income taxes ($000,000) $ 278 $ 216
- 7 -
First Quarter ----------------------------- 1996 1995 (a) ---- ---- OTHER FINANCIAL DATA ($000,000) - ------------------------------- Revenues from continuing operations $10,271 $ 9,067 Total assets as of March 31 (d)$24,700 $ 24,981 Stockholders' equity as of March 31 (d)$ 9,650 $ 9,916 Total debt as of March 31 (d)$ 5,650 $ 6,114 Capital and exploratory expenditures (includes equity in affiliates) Exploration and production United States $ 266 $ 172 International 207 143 ---- ---- Total 473 315 ---- ---- Manufacturing, marketing and distribution United States 77 74 International 87 119 ---- ---- Total 164 193 ---- ---- Other 4 5 ----- ----- Total $ 641 $ 513 ==== ==== Texaco Inc. and subsidiary companies Exploratory expenses included above: United States $ 23 $ 18 International 46 37 ---- ---- Total $ 69 $ 55 ==== ==== Dividends paid to common stockholders $ 208 $ 208 Dividends per common share (dollars) $ .80 $ .80 Dividend requirements for preferred stockholders $ 15 $ 16 (a) Previously reported results for 1995 have been restated for the adoption of SFAS 121, as appropriate (d) Preliminary
- 8 -
First Quarter ------------- 1996 1995 ---- ---- OPERATING DATA - INCLUDING INTERESTS - ------------------------------------ IN AFFILIATES ------------- Net production of crude oil and natural gas liquids (000 BPD) United States 382 389 Other Western Hemisphere 12 17 Europe 119 135 Other Eastern Hemisphere 259 238 ----- ----- Total 772 779 Net production of natural gas - available for sale (000 MCFPD) United States 1,648 1,661 Europe 205 258 Other International 168 174 ----- ----- Total 2,021 2,093 Natural gas sales (000 MCFPD) United States 3,235 3,277 Europe 297 295 Other International 178 186 ----- ----- Total 3,710 3,758 Natural gas liquids sales (including purchased LPGs) (000 BPD) United States 245 237 International 116 89 ----- ----- Total 361 326 Refinery input (000 BPD) United States 711 685 Other Western Hemisphere 57 23 Europe 334 313 Other Eastern Hemisphere 501 466 ----- ----- Total 1,603 1,487 Refined product sales (000 BPD) United States 1,021 890 Other Western Hemisphere 376 349 Europe 475 447 Other Eastern Hemisphere 796 780 ----- ----- Total 2,668 2,466