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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 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 July 22,  1996,  the  Registrant  issued an Earnings  Press  Release
        entitled  "Texaco Reports Results for the Second Quarter and First Half
        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 July 22, 1996,  entitled
              "Texaco  Reports Results for the Second Quarter and First
              Half 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:  July 22, 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 July 22, 1996,  entitled  "Texaco  Reports  Results for the
Second Quarter and First Half 1996" filed as Exhibit 99.1 to this Form 8-K:

1.       The first  graph is located  within the  seventh  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 year 1995
         and first two quarters of 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 year 1995 and first two  quarters  of 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         -       $2.15 per MCF
         Second Quarter 1996        -       $2.07 per MCF

The following summary information is also depicted at the bottom of the graph:

         First Half 1995            -       $1.63 per MCF
         First Half 1996            -       $2.11 per MCF

2.       The second  graph is located  within  the eighth  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 year 1995 and
         first two quarters of 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 year 1995 and first two  quarters  of 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
         Second Quarter 1996        -       $17.30 per barrel

The following summary information is also depicted at the bottom of the graph:

         First Half 1995            -       $15.35 per barrel
         First Half 1996            -       $16.90 per barrel






3.       The third graph is located within the tenth  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 year 1995 and
         first two quarters of 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 year 1995 and first two  quarters  of 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         -       $18.02 per barrel
         Second Quarter 1996        -       $18.41 per barrel

The following summary information is also depicted at the bottom of the graph:

         First Half 1995            -       $16.83 per barrel
         First Half 1996            -       $18.21 per barrel












FDeb:bbm
(8KJUL22)


                                                                    EXHIBIT 99.1



                             TEXACO REPORTS RESULTs
                             ----------------------
                 FOR THE SECOND QUARTER AND THE FIRST HALF 1996
                 ----------------------------------------------

FOR IMMEDIATE RELEASE:  MONDAY, JULY 22, 1996.
- ----------------------------------------------
        WHITE  PLAINS,  N.Y.,  July  22 -  Texaco  announced  today  that  total
worldwide net income for the second  quarter of 1996 was $689 million,  or $2.59
per share,  as compared  with $271  million,  or $.99 per share,  for the second
quarter of 1995. Total net income for the first half of 1996 was $1,075 million,
or $4.01 per share, as compared with $568 million,  or $2.07 per share,  for the
first half of 1995. Both years included special items.
        Excluding  special  items,  second  quarter  1996  net  income  was $465
million,  or $1.73 per share.  This was $194 million,  or 72 percent,  above the
second  quarter of 1995.  First half 1996 net income was $851 million,  or $3.15
per share. This was $354 million, or 71 percent, above the same period of 1995.
        In commenting on 1996 results,  Texaco Inc. Chairman and Chief Executive
Officer Peter I. Bijur,  stated:  "The earnings for the second quarter represent
the eighth  consecutive  quarter that earnings  exceeded previous years' levels.
Improvements in nearly all sectors of our business were enhanced by strong crude
and  natural  gas prices  during the first  half of 1996.  Crude oil  production
increased both  internationally  and  domestically  as a result of new producing
fields, continued field developments and enhanced recovery from existing fields.
We also were able to take greater  advantage of higher natural gas prices in the
U.S.  because a significant  portion of our U.S. gas production moved throughout
our  strategically  positioned  Henry Hub in Louisiana  to major North  American
markets, where demand has been strong.
        "In  the  downstream,  overall  profitability  improved  due  to  higher
margins,  solid  operating  performance at our refineries and increased  branded
sales  volumes.  However,  while  refining  margins  rebounded  from last year's
historically low levels,  marketing  product margins eroded in Europe and in the
U.S. due to competitiveness in the marketplace. As a result, downstream earnings
continued  to be below the levels  required  to provide a  reasonable  return on
invested capital.

                                    - more -

                                     - 2 -

        "Results for all of our worldwide  businesses  have  benefited  from our
unrelenting drive to improve  productivity and reduce overhead expenses,  as our
cash operating expenses per barrel were significantly below the 1993 level, when
our program for growth was launched," Bijur added.  "Also, we have increased our
capital  expenditures  this  year,  focusing  on  key  upstream   opportunities,
especially in the deepwater Gulf of Mexico, where we have been very successful."

Second Quarter First Half -------------- ---------------- Texaco Inc. (Millions): 1996 1995 1996 1995 - -------------------------------------------------------------------------------- Net income before special items $ 465 $ 271 $ 851 $ 497 ----- ----- ----- ----- Gain on sale of an interest in an affiliate 224 -- 224 -- Gains on major asset sales and other -- -- -- 192 Cumulative effect of accounting change SFAS - 121 -- -- -- (121) ----- ----- ----- ----- 224 -- 224 71 ----- ----- ----- ----- Total net income $ 689 $ 271 $1,075 $ 568 ===== ===== ===== ===== - -------------------------------------------------------------------------------- Details on special items are included in the following analysis of functional net income.
ANALYSIS OF FUNCTIONAL NET INCOME OPERATING EARNINGS PETROLEUM AND NATURAL GAS EXPLORATION AND PRODUCTION
Second Quarter First Half -------------- --------------- United States (Millions): 1996 1995 1996 1995 - -------------------------------------------------------------------------------- Operating earnings before special items $243 $177 $510 $321 Special items -- -- -- 112 ---- ---- ---- ---- Total operating net income $243 $177 $510 $433 - --------------------------------------------------------------------------------
Strong earnings growth in the U.S. upstream operations for both the second quarter and first half of 1996 resulted from higher production and prices for both crude oil and natural gas. Natural gas prices averaged 24 percent and 29 percent higher than the second quarter and first half of 1995, respectively. Higher natural gas prices reflected the impact of prolonged cold weather and increased industry demand to replenish natural gas storage. - more - - 3 - U. S. crude oil prices for 1996 averaged nine percent and 10 percent higher than the second quarter and first half of 1995, respectively. Similar to natural gas prices, increased worldwide crude oil prices reflected the prolonged cold weather in the U.S. and Western Europe. During this period, the imbalance in petroleum product supply and demand was exacerbated by production disruptions in Mexico and the North Sea at a time when crude inventory levels were low. Production of crude oil and natural gas from new fields in 1996, as well as continued development and enhanced recovery from existing fields, more than offset declines from the normal maturation of fields and 1995 asset sales. Exploratory expenses were higher in 1996 due to increased seismic and other drilling activity, particularly offshore in the Gulf of Mexico, including deepwater properties, which reflects the company's aggressive program to expand production. Results for 1995 included a first quarter net special gain of $112 million principally resulting from the sale of non-core producing assets.
Second Quarter First Half --------------- ---------------- International (Millions): 1996 1995 1996 1995 - -------------------------------------------------------------------------------- Total operating net income $ 103 $ 83 $ 233 $ 166 - --------------------------------------------------------------------------------
Both the second quarter and first half of 1996 results for the international upstream operations reflected higher crude oil production and prices. Production from new fields in China - more - 4 - and continuing development programs in the Partitioned Neutral Zone, between Saudi Arabia and Kuwait, more than offset lower production in the United Kingdom (U.K.), resulting mainly from maturing fields, and certain maintenance and repair activities. Exploratory expenses were higher in 1996, principally from expanded activity. MANUFACTURING, MARKETING AND DISTRIBUTION
Second Quarter First Half -------------- ----------------- United States (Millions): 1996 1995 1996 1995 - -------------------------------------------------------------------------------- Total operating net income $ 144 $ 30 $ 148 $ 11 - --------------------------------------------------------------------------------
In the U.S. downstream operations, significant improvement in West Coast refining margins in the second quarter of 1996 was the principal reason for improved results for both the second quarter and the first half of 1996 as compared to the same periods of 1995. First quarter refining margins were depressed and only slightly better than the historic low levels experienced early in 1995. These margins improved in the second quarter as product prices rose, partly recovering the rapidly increasing first quarter crude oil price increases. Also, product prices rose due to shortages resulting from regional refining problems and new California gasoline formulation requirements at the time when the seasonal increase in market demand occurred. Improved refinery operations and continued focus on cost containment also contributed to the improved 1996 results. Throughout the first half of 1996, marketing margins for most refined products were lower than the comparable period of 1995. This has been offset partially by the continued strength in gasoline and diesel sales volumes, with Texaco branded gasoline sales up four percent. Additionally, downstream earnings benefited from improved profits in the distribution and transportation businesses, particularly in the second quarter of 1996. - more - - 5 -
Second Quarter First Half -------------- --------------- International (Millions): 1996 1995 1996 1995 - -------------------------------------------------------------------------------- Operating earnings before special items $ 80 $ 79 $172 $183 Special items 224 -- 224 80 ---- ---- ---- ---- Total operating net income $304 $ 79 $396 $263 - --------------------------------------------------------------------------------
In the international downstream operations, results for the second quarter benefited from higher marketing margins in Brazil, as well as higher margins in the Caltex operating markets, primarily Singapore and Australia. These benefits were offset partially by lower operating margins in Japan resulting from competitive pressures and by the April 1996 sale by Caltex of its interest in the Nippon Petroleum Refining Company, Limited (NPRC). In Europe, higher refining margins were offset partially by lower marketing margins, particularly in the U.K., reflecting excess supply and a highly competitive market. The earnings decline, before special items, for the first half of 1996 reflected lower Caltex earnings in Japan and Korea, offset partially by higher refining margins in Bahrain and Singapore. The benefits of higher refining margins in Europe were somewhat offset by lower marketing margins. Total second quarter results for 1996 included a special gain of $224 million relating to the sale by Caltex of its interest in NPRC less the tax on the portion of the sale proceeds distributed to the shareholders. Results in 1995 included first quarter net special gains of $80 million, primarily relating to the sale of land by a Caltex affiliate in Japan. CORPORATE/NONOPERATING RESULTS
Second Quarter First Half -------------- ------------------ (Millions): 1996 1995 1996 1995 - -------------------------------------------------------------------------------- Total corporate/nonoperating $ (108) $ (105) $ (217) $ (195) - --------------------------------------------------------------------------------
Corporate and nonoperating results for 1995 included first quarter gains of $25 million, principally from sales of equity securities held for investment by the insurance operations. - more - - 6 - CAPITAL AND EXPLORATORY EXPENDITURES Capital and exploratory expenditures, including equity in such expenditures of affiliates, were $1,437 million for the first half of 1996, as compared to $1,272 million for the same period of 1995. Expenditures for the second quarter of 1996 amounted to $796 million versus $759 million for the second quarter of 1995. Increased U.S. exploration and production expenditures in the first half of 1996 reflected the continued focus on key upstream opportunities especially in the Gulf of Mexico, in both the immediate offshore and deepwater areas. The investment increase resulted from higher levels of rank wildcat drilling, continued revitalization of existing fields and an aggressive lease acquisition program. Texaco's first subsea development, the Shasta Prospect, began producing natural gas in the first quarter. In the deepwater areas, recent appraisal wells have confirmed the commerciality of the 1995 Petronius discovery and production testing at the Gemini Prospect confirmed that the reservoirs are capable of producing at commercial rates. Significant deepwater acreage acquired at the recent federal lease sale provides Texaco with the third-largest inventory of deepwater Gulf of Mexico acreage holdings in the industry. Also, planning has begun to construct a major natural gas gathering and transmission pipeline and processing complex to be located onshore and offshore South Louisiana. Internationally, upstream investment for the first half of 1996 exceeded the aggressive activity level of 1995. Increased expenditures focused on Latin America, West Africa, the Partitioned Neutral Zone and Denmark while development work continued on the Captain Field in the U.K. North Sea and in Indonesia. Expenditures in downstream operations decreased due to the completion of refinery upgrades in the U.S. and Panama, and the completion of refining construction projects in Thailand and Singapore by Caltex, which were offset partially by selected marketing investments, particularly in Latin American growth markets. -xxx- NOTE TO EDITORS: Tables for the second quarter and first half are attached. CONTACTS: Jim Swords (914) 253-4156 Cynthia Michener (914) 253-4743 Yorick Fonseca (914) 253-7034 Rachel Speltz (914) 253-4175 Additional Texaco information is available on the World Wide Web at: http://www.texaco.com - 7 -
Second Quarter First Half ------------------ ----------------- 1996 1995(a) 1996 1995 (a) ---- ---- ---- ---- FUNCTIONAL NET INCOME ($000,000) - -------------------------------- Operating Earnings (Losses) Petroleum and natural gas Exploration and production United States $ 243 $ 177 $ 510 $ 433(b) International 103 83 233 166 ------- ------- ------- ------- Total 346 260 743 599 ------- ------- ------- ------- Manufacturing, marketing and distribution United States 144 30 148 11 International 304(b) 79 396(b) 263(b) ------- ------- ------- ------- Total 448 109 544 274 ------- ------- ------- ------- Total petroleum and natural gas 794 369 1,287 873 Nonpetroleum 3 7 5 11 ------- ------- ------- ------- Total operating earnings 797 376 1,292 884 Corporate/Nonoperating (108) (105) (217) (195) ------- ------- ------- ------- Net income before accounting change (c) 689 271 1,075 689 Cumulative effect of adoption of SFAS 121 -- -- -- (121) ------- ------- ------- ------- Total net income $ 689 $ 271 $ 1,075 $ 568 ======= ======= ======= ======= EARNINGS (LOSS) PER COMMON SHARE (dollars) - ------------------------------------------ Net income before cumulative effect of accounting change $ 2.59 $ .99 $ 4.01 $ 2.54 Cumulative effect of accounting chang -- -- -- (.47) ------- ------- ------- ------- Total net income $ 2.59 $ .99 $ 4.01 $ 2.07 ======= ======= ======= ======= Average number of common shares outstanding for computation of earnings per share (000,000) 260.8 259.9 260.7 259.7 (a) Results for 1995 have been reclassified and restated for the adoption of SFAS 121. (b) Includes special items as detailed in news release. (c) Includes provision for income taxes ($000,000) $ 342 $ 176 $ 620 $ 392
- 8 -
Second Quarter First Half -------------- ------------- 1996 1995 1996 1995 ---- ---- ---- ---- OTHER FINANCIAL DATA ($000,000) Revenues $11,261 $ 9,259 $21,532 $18,326 Total assets as of June 30 (d)$25,100 $25,167 Stockholders' equity as of June 30 (d)$10,026 $10,048 Total debt as of June 30 (d)$ 5,500 $ 6,192 Capital and exploratory expenditures (includes equity in affiliates) Exploration and production United States $ 355 $ 215 $ 621 $ 387 International 243 295 450 438 ------- ------- ------- ------- Total 598 510 1,071 825 ------- ------- ------- ------- Manufacturing, marketing and distribution United States 79 93 156 167 International 114 149 201 268 ------- ------- ------- ------- Total 193 242 357 435 ------- ------- ------- ------- Other 5 7 9 12 ------- ------- ------- ------- Total $ 796 $ 759 $ 1,437 $ 1,272 ======= ======= ======= ======= Texaco Inc. and subsidiary companies Exploratory expenses included above: United States $ 44 $ 15 $ 67 $ 33 International 46 44 92 81 ------- ------- ------- ------- Total $ 90 $ 59 $ 159 $ 114 ======= ======= ======= ======= Dividends paid to common stockholders $ 208 $ 208 $ 416 $ 416 Dividends per common share (dollars) $ .80 $ .80 $ 1.60 $ 1.60 Dividend requirements for preferred stockholders $ 14 $ 15 $ 29 $ 31 d) Preliminary.
- 9 -
Second Quarter First Half -------------- --------------- 1996 1995 1996 1995 ---- ---- ---- ---- OPERATING DATA - INCLUDING INTERESTS IN AFFILIATES Net production of crude oil and natural gas liquids (000 BPD) United States 391 382 387 385 Other Western Hemisphere 11 17 11 17 Europe 110 98 115 116 Other Eastern Hemisphere 268 236 263 237 ----- ----- ----- ----- Total 780 733 776 755 Net production of natural gas - available for sale (000 MCFPD) United States 1,685 1,604 1,666 1,632 Europe 180 200 192 229 Other International 177 174 173 174 ----- ----- ----- ----- Total 2,042 1,978 2,031 2,035 Natural gas sales (000 MCFPD) United States 3,007 3,166 3,120 3,221 Europe 255 240 276 267 Other International 187 183 183 184 ----- ----- ----- ----- Total 3,449 3,589 3,579 3,672 Natural gas liquids sales (including purchased LPGs) (000 BPD) United States 188 199 216 218 International 95 61 106 75 ----- ----- ----- ----- Total 283 260 322 293 Refinery input (000 BPD) United States 721 686 716 685 Other Western Hemisphere 64 41 60 32 Europe 340 226 337 270 Other Eastern Hemisphere 268 409 385 437 ----- ----- ----- ----- Total 1,393 1,362 1,498 1,424 Refined product sales (000 BPD) United States 1,034 904 1,027 896 Other Western Hemisphere 381 342 379 345 Europe 453 424 464 436 Other Eastern Hemisphere 627 731 712 756 ----- ----- ----- ----- Total 2,495 2,401 2,582 2,433