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As filed with the Securities and Exchange
Commission on August 29, 1996 Registration Number 33-______________
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
----------------------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
--------------------------------
TEXACO INC.
(Exact name of issuer as specified in its charter)
Delaware 74-1383447
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
2000 Westchester Avenue
White Plains, New York 10650
(Address of principal executive offices) (Zip Code)
----------------------
TEXACO INC.
STOCK INCENTIVE PLAN
(Full title of the plan)
------------
Carl B. Davidson
Vice President and Secretary
Texaco Inc.
2000 Westchester Avenue
White Plains, New York 10650
(Name and address of agent for service)
Telephone number, including area code, of agent for service (914) 253-4000
CALCULATION OF REGISTRATION FEE
Exhibit 23
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the
incorporation by reference in this Registration Statement on Form S-8 of our
report dated February 22, 1996 incorporated by reference in Texaco Inc.'s Annual
Report on Form 10-K for the year ended December 31, 1995 and to all references
to our Firm included in this Registration Statement.
ARTHUR ANDERSEN LLP
New York, N.Y.
August 29, 1996
Exhibit 24.1
POWER OF ATTORNEY
Know all by these presents, that the undersigned hereby constitutes and
appoints Robert E. Koch, Kjestine M. Anderson and Carl B. Davidson signing
singly, the undersigned's true and lawful attorneys-in-fact to:
(1) execute for and on behalf of the undersigned, in the
undersigned's capacity as an officer and director of Texaco Inc.
(the "Company"), the Form S-8 Registration Statement (the "Form
S-8") of the Company providing for the registration under the
Securities Act of 1933 of shares of the Company's common stock
that may be issued under the Company's Stock Incentive Plan and
any amendment or amendments to such Form S-8 and any other
document in support thereof or supplemental thereto.
(2) do and perform any and all acts for and on behalf of the
undersigned which may be necessary or desirable to complete and
execute the Form S-8 and any amendment or amendments to such
Form S-8 and any other document in support thereof or
supplemental thereto and timely file such documents with the
United States Securities and Exchange Commission and any stock
exchange or similar authority, and
(3) take any other action of any type whatsoever in connection with
the foregoing which, in the opinion of such attorney-in-fact,
may be of benefit to, in the best interest of, or legally
required by, the undersigned, it being understood that the
documents executed by such attorney-in-fact on behalf of the
undersigned pursuant to this Power of Attorney shall be in such
form and shall contain such terms and conditions as such
attorney-in-fact may approve in such attorney-in-fact's
discretion.
The undersigned hereby grants to each attorney-in-fact power and
authority to do and perform any and every act and thing whatsoever requisite,
necessary, or proper to be done in the exercise of any of the rights and powers
herein granted, as fully to all intents and purposes as the undersigned might or
could do if personally present, with full power of substitution or revocation,
hereby ratifying and confirming all that such attorney-in-fact, or such
attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be
done by virtue of this Power of Attorney and the rights and powers herein
granted.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney
to be executed as of this 26th day of July, 1996.
By: Peter I. Bijur
___________________________________
Chairman of the Board
and Chief Executive Officer
Director
Exhibit 24.2
POWER OF ATTORNEY
Know all by these presents, that the undersigned hereby constitutes and
appoints Robert E. Koch, Kjestine M. Anderson and Carl B. Davidson signing
singly, the undersigned's true and lawful attorneys-in-fact to:
(1) execute for and on behalf of the undersigned, in the
undersigned's capacity as an officer of Texaco Inc. (the
"Company"), the Form S-8 Registration Statement (the "Form S-8")
of the Company providing for the registration under the
Securities Act of 1933 of shares of the Company's common stock
that may be issued under the Company's Stock Incentive Plan and
any amendment or amendments to such Form S-8 and any other
document in support thereof or supplemental thereto.
(2) do and perform any and all acts for and on behalf of the
undersigned which may be necessary or desirable to complete and
execute the Form S-8 and any amendment or amendments to such
Form S-8 and any other document in support thereof or
supplemental thereto and timely file such documents with the
United States Securities and Exchange Commission and any stock
exchange or similar authority, and
(3) take any other action of any type whatsoever in connection with
the foregoing which, in the opinion of such attorney-in-fact,
may be of benefit to, in the best interest of, or legally
required by, the undersigned, it being understood that the
documents executed by such attorney-in-fact on behalf of the
undersigned pursuant to this Power of Attorney shall be in such
form and shall contain such terms and conditions as such
attorney-in-fact may approve in such attorney-in-fact's
discretion.
The undersigned hereby grants to each attorney-in-fact power and
authority to do and perform any and every act and thing whatsoever requisite,
necessary, or proper to be done in the exercise of any of the rights and powers
herein granted, as fully to all intents and purposes as the undersigned might or
could do if personally present, with full power of substitution or revocation,
hereby ratifying and confirming all that such attorney-in-fact, or such
attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be
done by virtue of this Power of Attorney and the rights and powers herein
granted.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney
to be executed as of this 26th day of July, 1996.
By: William C. Bousquette
__________________________________
Senior Vice President
and Chief Financial Officer
Exhibit 24.3
POWER OF ATTORNEY
Know all by these presents, that the undersigned hereby constitutes and
appoints Robert E. Koch, Kjestine M. Anderson and Carl B. Davidson signing
singly, the undersigned's true and lawful attorneys-in-fact to:
(1) execute for and on behalf of the undersigned, in the
undersigned's capacity as an officer of Texaco Inc. (the
"Company"), the Form S-8 Registration Statement (the "Form S-8")
of the Company providing for the registration under the
Securities Act of 1933 of shares of the Company's common stock
that may be issued under the Company's Stock Incentive Plan and
any amendment or amendments to such Form S-8 and any other
document in support thereof or supplemental thereto.
(2) do and perform any and all acts for and on behalf of the
undersigned which may be necessary or desirable to complete and
execute the Form S-8 and any amendment or amendments to such
Form S-8 and any other document in support thereof or
supplemental thereto and timely file such documents with the
United States Securities and Exchange Commission and any stock
exchange or similar authority, and
(3) take any other action of any type whatsoever in connection with
the foregoing which, in the opinion of such attorney-in-fact,
may be of benefit to, in the best interest of, or legally
required by, the undersigned, it being understood that the
documents executed by such attorney-in-fact on behalf of the
undersigned pursuant to this Power of Attorney shall be in such
form and shall contain such terms and conditions as such
attorney-in-fact may approve in such attorney-in-fact's
discretion.
The undersigned hereby grants to each attorney-in-fact power and
authority to do and perform any and every act and thing whatsoever requisite,
necessary, or proper to be done in the exercise of any of the rights and powers
herein granted, as fully to all intents and purposes as the undersigned might or
could do if personally present, with full power of substitution or revocation,
hereby ratifying and confirming all that such attorney-in-fact, or such
attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be
done by virtue of this Power of Attorney and the rights and powers herein
granted.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney
to be executed as of this 26th day of July, 1996.
By: Robert C. Oelkers
________________________________
Comptroller
Exhibit 24.4
POWER OF ATTORNEY
Know all by these presents, that the undersigned hereby constitutes and
appoints Robert E. Koch, Kjestine M. Anderson and Carl B. Davidson signing
singly, the undersigned's true and lawful attorneys-in-fact to:
(1) execute for and on behalf of the undersigned, in the
undersigned's capacity as a director of Texaco Inc. (the
"Company"), the Form S-8 Registration Statement (the "Form S-8")
of the Company providing for the registration under the
Securities Act of 1933 of shares of the Company's common stock
that may be issued under the Company's Stock Incentive Plan and
any amendment or amendments to such Form S-8 and any other
document in support thereof or supplemental thereto.
(2) do and perform any and all acts for and on behalf of the
undersigned which may be necessary or desirable to complete and
execute the Form S-8 and any amendment or amendments to such
Form S-8 and any other document in support thereof or
supplemental thereto and timely file such documents with the
United States Securities and Exchange Commission and any stock
exchange or similar authority, and
(3) take any other action of any type whatsoever in connection with
the foregoing which, in the opinion of such attorney-in-fact,
may be of benefit to, in the best interest of, or legally
required by, the undersigned, it being understood that the
documents executed by such attorney-in-fact on behalf of the
undersigned pursuant to this Power of Attorney shall be in such
form and shall contain such terms and conditions as such
attorney-in-fact may approve in such attorney-in-fact's
discretion.
The undersigned hereby grants to each attorney-in-fact power and
authority to do and perform any and every act and thing whatsoever requisite,
necessary, or proper to be done in the exercise of any of the rights and powers
herein granted, as fully to all intents and purposes as the undersigned might or
could do if personally present, with full power of substitution or revocation,
hereby ratifying and confirming all that such attorney-in-fact, or such
attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be
done by virtue of this Power of Attorney and the rights and powers herein
granted.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney
to be executed as of this 26th day of July, 1996.
By: John Brademas
____________________________
Director
Exhibit 24.5
POWER OF ATTORNEY
Know all by these presents, that the undersigned hereby constitutes and
appoints Robert E. Koch, Kjestine M. Anderson and Carl B. Davidson signing
singly, the undersigned's true and lawful attorneys-in-fact to:
(1) execute for and on behalf of the undersigned, in the
undersigned's capacity as a director of Texaco Inc. (the
"Company"), the Form S-8 Registration Statement (the "Form S-8")
of the Company providing for the registration under the
Securities Act of 1933 of shares of the Company's common stock
that may be issued under the Company's Stock Incentive Plan and
any amendment or amendments to such Form S-8 and any other
document in support thereof or supplemental thereto.
(2) do and perform any and all acts for and on behalf of the
undersigned which may be necessary or desirable to complete and
execute the Form S-8 and any amendment or amendments to such
Form S-8 and any other document in support thereof or
supplemental thereto and timely file such documents with the
United States Securities and Exchange Commission and any stock
exchange or similar authority, and
(3) take any other action of any type whatsoever in connection with
the foregoing which, in the opinion of such attorney-in-fact,
may be of benefit to, in the best interest of, or legally
required by, the undersigned, it being understood that the
documents executed by such attorney-in-fact on behalf of the
undersigned pursuant to this Power of Attorney shall be in such
form and shall contain such terms and conditions as such
attorney-in-fact may approve in such attorney-in-fact's
discretion.
The undersigned hereby grants to each attorney-in-fact power and
authority to do and perform any and every act and thing whatsoever requisite,
necessary, or proper to be done in the exercise of any of the rights and powers
herein granted, as fully to all intents and purposes as the undersigned might or
could do if personally present, with full power of substitution or revocation,
hereby ratifying and confirming all that such attorney-in-fact, or such
attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be
done by virtue of this Power of Attorney and the rights and powers herein
granted.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney
to be executed as of this 26th day of July, 1996.
By: Willard C. Butcher
_____________________________________
Director
Exhibit 24.6
POWER OF ATTORNEY
Know all by these presents, that the undersigned hereby constitutes and
appoints Robert E. Koch, Kjestine M. Anderson and Carl B. Davidson signing
singly, the undersigned's true and lawful attorneys-in-fact to:
(1) execute for and on behalf of the undersigned, in the
undersigned's capacity as a director of Texaco Inc. (the
"Company"), the Form S-8 Registration Statement (the "Form S-8")
of the Company providing for the registration under the
Securities Act of 1933 of shares of the Company's common stock
that may be issued under the Company's Stock Incentive Plan and
any amendment or amendments to such Form S-8 and any other
document in support thereof or supplemental thereto.
(2) do and perform any and all acts for and on behalf of the
undersigned which may be necessary or desirable to complete and
execute the Form S-8 and any amendment or amendments to such
Form S-8 and any other document in support thereof or
supplemental thereto and timely file such documents with the
United States Securities and Exchange Commission and any stock
exchange or similar authority, and
(3) take any other action of any type whatsoever in connection with
the foregoing which, in the opinion of such attorney-in-fact,
may be of benefit to, in the best interest of, or legally
required by, the undersigned, it being understood that the
documents executed by such attorney-in-fact on behalf of the
undersigned pursuant to this Power of Attorney shall be in such
form and shall contain such terms and conditions as such
attorney-in-fact may approve in such attorney-in-fact's
discretion.
The undersigned hereby grants to each attorney-in-fact power and
authority to do and perform any and every act and thing whatsoever requisite,
necessary, or proper to be done in the exercise of any of the rights and powers
herein granted, as fully to all intents and purposes as the undersigned might or
could do if personally present, with full power of substitution or revocation,
hereby ratifying and confirming all that such attorney-in-fact, or such
attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be
done by virtue of this Power of Attorney and the rights and powers herein
granted.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney
to be executed as of this 26th day of July, 1996.
By: Edmund M. Carpenter
________________________________
Director
Exhibit 24.7
POWER OF ATTORNEY
Know all by these presents, that the undersigned hereby constitutes and
appoints Robert E. Koch, Kjestine M. Anderson and Carl B. Davidson signing
singly, the undersigned's true and lawful attorneys-in-fact to:
(1) execute for and on behalf of the undersigned, in the
undersigned's capacity as a director of Texaco Inc. (the
"Company"), the Form S-8 Registration Statement (the "Form S-8")
of the Company providing for the registration under the
Securities Act of 1933 of shares of the Company's common stock
that may be issued under the Company's Stock Incentive Plan and
any amendment or amendments to such Form S-8 and any other
document in support thereof or supplemental thereto.
(2) do and perform any and all acts for and on behalf of the
undersigned which may be necessary or desirable to complete and
execute the Form S-8 and any amendment or amendments to such
Form S-8 and any other document in support thereof or
supplemental thereto and timely file such documents with the
United States Securities and Exchange Commission and any stock
exchange or similar authority, and
(3) take any other action of any type whatsoever in connection with
the foregoing which, in the opinion of such attorney-in-fact,
may be of benefit to, in the best interest of, or legally
required by, the undersigned, it being understood that the
documents executed by such attorney-in-fact on behalf of the
undersigned pursuant to this Power of Attorney shall be in such
form and shall contain such terms and conditions as such
attorney-in-fact may approve in such attorney-in-fact's
discretion.
The undersigned hereby grants to each attorney-in-fact power and
authority to do and perform any and every act and thing whatsoever requisite,
necessary, or proper to be done in the exercise of any of the rights and powers
herein granted, as fully to all intents and purposes as the undersigned might or
could do if personally present, with full power of substitution or revocation,
hereby ratifying and confirming all that such attorney-in-fact, or such
attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be
done by virtue of this Power of Attorney and the rights and powers herein
granted.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney
to be executed as of this 26th day of July, 1996.
By: Michael C. Hawley
__________________________________
Director
Exhibit 24.8
POWER OF ATTORNEY
Know all by these presents, that the undersigned hereby constitutes and
appoints Robert E. Koch, Kjestine M. Anderson and Carl B. Davidson signing
singly, the undersigned's true and lawful attorneys-in-fact to:
(1) execute for and on behalf of the undersigned, in the
undersigned's capacity as a director of Texaco Inc. (the
"Company"), the Form S-8 Registration Statement (the "Form S-8")
of the Company providing for the registration under the
Securities Act of 1933 of shares of the Company's common stock
that may be issued under the Company's Stock Incentive Plan and
any amendment or amendments to such Form S-8 and any other
document in support thereof or supplemental thereto.
(2) do and perform any and all acts for and on behalf of the
undersigned which may be necessary or desirable to complete and
execute the Form S-8 and any amendment or amendments to such
Form S-8 and any other document in support thereof or
supplemental thereto and timely file such documents with the
United States Securities and Exchange Commission and any stock
exchange or similar authority, and
(3) take any other action of any type whatsoever in connection with
the foregoing which, in the opinion of such attorney-in-fact,
may be of benefit to, in the best interest of, or legally
required by, the undersigned, it being understood that the
documents executed by such attorney-in-fact on behalf of the
undersigned pursuant to this Power of Attorney shall be in such
form and shall contain such terms and conditions as such
attorney-in-fact may approve in such attorney-in-fact's
discretion.
The undersigned hereby grants to each attorney-in-fact power and
authority to do and perform any and every act and thing whatsoever requisite,
necessary, or proper to be done in the exercise of any of the rights and powers
herein granted, as fully to all intents and purposes as the undersigned might or
could do if personally present, with full power of substitution or revocation,
hereby ratifying and confirming all that such attorney-in-fact, or such
attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be
done by virtue of this Power of Attorney and the rights and powers herein
granted.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney
to be executed as of this 26th day of July, 1996.
By: Franklyn G. Jenifer
____________________________________
Director
Exhibit 24.9
POWER OF ATTORNEY
Know all by these presents, that the undersigned hereby constitutes and
appoints Robert E. Koch, Kjestine M. Anderson and Carl B. Davidson signing
singly, the undersigned's true and lawful attorneys-in-fact to:
(1) execute for and on behalf of the undersigned, in the
undersigned's capacity as a director of Texaco Inc. (the
"Company"), the Form S-8 Registration Statement (the "Form S-8")
of the Company providing for the registration under the
Securities Act of 1933 of shares of the Company's common stock
that may be issued under the Company's Stock Incentive Plan and
any amendment or amendments to such Form S-8 and any other
document in support thereof or supplemental thereto.
(2) do and perform any and all acts for and on behalf of the
undersigned which may be necessary or desirable to complete and
execute the Form S-8 and any amendment or amendments to such
Form S-8 and any other document in support thereof or
supplemental thereto and timely file such documents with the
United States Securities and Exchange Commission and any stock
exchange or similar authority, and
(3) take any other action of any type whatsoever in connection with
the foregoing which, in the opinion of such attorney-in-fact,
may be of benefit to, in the best interest of, or legally
required by, the undersigned, it being understood that the
documents executed by such attorney-in-fact on behalf of the
undersigned pursuant to this Power of Attorney shall be in such
form and shall contain such terms and conditions as such
attorney-in-fact may approve in such attorney-in-fact's
discretion.
The undersigned hereby grants to each attorney-in-fact power and
authority to do and perform any and every act and thing whatsoever requisite,
necessary, or proper to be done in the exercise of any of the rights and powers
herein granted, as fully to all intents and purposes as the undersigned might or
could do if personally present, with full power of substitution or revocation,
hereby ratifying and confirming all that such attorney-in-fact, or such
attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be
done by virtue of this Power of Attorney and the rights and powers herein
granted.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney
to be executed as of this 26th day of July, 1996.
By: Allen J. Krowe
____________________________________
Director
Exhibit 24.10
POWER OF ATTORNEY
Know all by these presents, that the undersigned hereby constitutes and
appoints Robert E. Koch, Kjestine M. Anderson and Carl B. Davidson signing
singly, the undersigned's true and lawful attorneys-in-fact to:
(1) execute for and on behalf of the undersigned, in the
undersigned's capacity as a director of Texaco Inc. (the
"Company"), the Form S-8 Registration Statement (the "Form S-8")
of the Company providing for the registration under the
Securities Act of 1933 of shares of the Company's common stock
that may be issued under the Company's Stock Incentive Plan and
any amendment or amendments to such Form S-8 and any other
document in support thereof or supplemental thereto.
(2) do and perform any and all acts for and on behalf of the
undersigned which may be necessary or desirable to complete and
execute the Form S-8 and any amendment or amendments to such
Form S-8 and any other document in support thereof or
supplemental thereto and timely file such documents with the
United States Securities and Exchange Commission and any stock
exchange or similar authority, and
(3) take any other action of any type whatsoever in connection with
the foregoing which, in the opinion of such attorney-in-fact,
may be of benefit to, in the best interest of, or legally
required by, the undersigned, it being understood that the
documents executed by such attorney-in-fact on behalf of the
undersigned pursuant to this Power of Attorney shall be in such
form and shall contain such terms and conditions as such
attorney-in-fact may approve in such attorney-in-fact's
discretion.
The undersigned hereby grants to each attorney-in-fact power and
authority to do and perform any and every act and thing whatsoever requisite,
necessary, or proper to be done in the exercise of any of the rights and powers
herein granted, as fully to all intents and purposes as the undersigned might or
could do if personally present, with full power of substitution or revocation,
hereby ratifying and confirming all that such attorney-in-fact, or such
attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be
done by virtue of this Power of Attorney and the rights and powers herein
granted.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney
to be executed as of this 26th day of July, 1996.
By: Thomas S. Murphy
_________________________________
Director
Exhibit 24.11
POWER OF ATTORNEY
Know all by these presents, that the undersigned hereby constitutes and
appoints Robert E. Koch, Kjestine M. Anderson and Carl B. Davidson signing
singly, the undersigned's true and lawful attorneys-in-fact to:
(1) execute for and on behalf of the undersigned, in the
undersigned's capacity as a director of Texaco Inc. (the
"Company"), the Form S-8 Registration Statement (the "Form S-8")
of the Company providing for the registration under the
Securities Act of 1933 of shares of the Company's common stock
that may be issued under the Company's Stock Incentive Plan and
any amendment or amendments to such Form S-8 and any other
document in support thereof or supplemental thereto.
(2) do and perform any and all acts for and on behalf of the
undersigned which may be necessary or desirable to complete and
execute the Form S-8 and any amendment or amendments to such
Form S-8 and any other document in support thereof or
supplemental thereto and timely file such documents with the
United States Securities and Exchange Commission and any stock
exchange or similar authority, and
(3) take any other action of any type whatsoever in connection with
the foregoing which, in the opinion of such attorney-in-fact,
may be of benefit to, in the best interest of, or legally
required by, the undersigned, it being understood that the
documents executed by such attorney-in-fact on behalf of the
undersigned pursuant to this Power of Attorney shall be in such
form and shall contain such terms and conditions as such
attorney-in-fact may approve in such attorney-in-fact's
discretion.
The undersigned hereby grants to each attorney-in-fact power and
authority to do and perform any and every act and thing whatsoever requisite,
necessary, or proper to be done in the exercise of any of the rights and powers
herein granted, as fully to all intents and purposes as the undersigned might or
could do if personally present, with full power of substitution or revocation,
hereby ratifying and confirming all that such attorney-in-fact, or such
attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be
done by virtue of this Power of Attorney and the rights and powers herein
granted.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney
to be executed as of this 26th day of July, 1996.
By: Charles H. Price, II
_____________________________________
Director
Exhibit 24.12
POWER OF ATTORNEY
Know all by these presents, that the undersigned hereby constitutes and
appoints Robert E. Koch, Kjestine M. Anderson and Carl B. Davidson signing
singly, the undersigned's true and lawful attorneys-in-fact to:
(1) execute for and on behalf of the undersigned, in the
undersigned's capacity as a director of Texaco Inc. (the
"Company"), the Form S-8 Registration Statement (the "Form S-8")
of the Company providing for the registration under the
Securities Act of 1933 of shares of the Company's common stock
that may be issued under the Company's Stock Incentive Plan and
any amendment or amendments to such Form S-8 and any other
document in support thereof or supplemental thereto.
(2) do and perform any and all acts for and on behalf of the
undersigned which may be necessary or desirable to complete and
execute the Form S-8 and any amendment or amendments to such
Form S-8 and any other document in support thereof or
supplemental thereto and timely file such documents with the
United States Securities and Exchange Commission and any stock
exchange or similar authority, and
(3) take any other action of any type whatsoever in connection with
the foregoing which, in the opinion of such attorney-in-fact,
may be of benefit to, in the best interest of, or legally
required by, the undersigned, it being understood that the
documents executed by such attorney-in-fact on behalf of the
undersigned pursuant to this Power of Attorney shall be in such
form and shall contain such terms and conditions as such
attorney-in-fact may approve in such attorney-in-fact's
discretion.
The undersigned hereby grants to each attorney-in-fact power and
authority to do and perform any and every act and thing whatsoever requisite,
necessary, or proper to be done in the exercise of any of the rights and powers
herein granted, as fully to all intents and purposes as the undersigned might or
could do if personally present, with full power of substitution or revocation,
hereby ratifying and confirming all that such attorney-in-fact, or such
attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be
done by virtue of this Power of Attorney and the rights and powers herein
granted.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney
to be executed as of this 26th day of July, 1996.
By: Robin B. Smith
_____________________________________
Director
Exhibit 24.13
POWER OF ATTORNEY
Know all by these presents, that the undersigned hereby constitutes and
appoints Robert E. Koch, Kjestine M. Anderson and Carl B. Davidson signing
singly, the undersigned's true and lawful attorneys-in-fact to:
(1) execute for and on behalf of the undersigned, in the
undersigned's capacity as a director of Texaco Inc. (the
"Company"), the Form S-8 Registration Statement (the "Form S-8")
of the Company providing for the registration under the
Securities Act of 1933 of shares of the Company's common stock
that may be issued under the Company's Stock Incentive Plan and
any amendment or amendments to such Form S-8 and any other
document in support thereof or supplemental thereto.
(2) do and perform any and all acts for and on behalf of the
undersigned which may be necessary or desirable to complete and
execute the Form S-8 and any amendment or amendments to such
Form S-8 and any other document in support thereof or
supplemental thereto and timely file such documents with the
United States Securities and Exchange Commission and any stock
exchange or similar authority, and
(3) take any other action of any type whatsoever in connection with
the foregoing which, in the opinion of such attorney-in-fact,
may be of benefit to, in the best interest of, or legally
required by, the undersigned, it being understood that the
documents executed by such attorney-in-fact on behalf of the
undersigned pursuant to this Power of Attorney shall be in such
form and shall contain such terms and conditions as such
attorney-in-fact may approve in such attorney-in-fact's
discretion.
The undersigned hereby grants to each attorney-in-fact power and
authority to do and perform any and every act and thing whatsoever requisite,
necessary, or proper to be done in the exercise of any of the rights and powers
herein granted, as fully to all intents and purposes as the undersigned might or
could do if personally present, with full power of substitution or revocation,
hereby ratifying and confirming all that such attorney-in-fact, or such
attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be
done by virtue of this Power of Attorney and the rights and powers herein
granted.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney
to be executed as of this 26th day of July, 1996.
By: William C. Steere, Jr.
__________________________________
Director
Exhibit 24.14
POWER OF ATTORNEY
Know all by these presents, that the undersigned hereby constitutes and
appoints Robert E. Koch, Kjestine M. Anderson and Carl B. Davidson signing
singly, the undersigned's true and lawful attorneys-in-fact to:
(1) execute for and on behalf of the undersigned, in the
undersigned's capacity as a director of Texaco Inc. (the
"Company"), the Form S-8 Registration Statement (the "Form S-8")
of the Company providing for the registration under the
Securities Act of 1933 of shares of the Company's common stock
that may be issued under the Company's Stock Incentive Plan and
any amendment or amendments to such Form S-8 and any other
document in support thereof or supplemental thereto.
(2) do and perform any and all acts for and on behalf of the
undersigned which may be necessary or desirable to complete and
execute the Form S-8 and any amendment or amendments to such
Form S-8 and any other document in support thereof or
supplemental thereto and timely file such documents with the
United States Securities and Exchange Commission and any stock
exchange or similar authority, and
(3) take any other action of any type whatsoever in connection with
the foregoing which, in the opinion of such attorney-in-fact,
may be of benefit to, in the best interest of, or legally
required by, the undersigned, it being understood that the
documents executed by such attorney-in-fact on behalf of the
undersigned pursuant to this Power of Attorney shall be in such
form and shall contain such terms and conditions as such
attorney-in-fact may approve in such attorney-in-fact's
discretion.
The undersigned hereby grants to each attorney-in-fact power and
authority to do and perform any and every act and thing whatsoever requisite,
necessary, or proper to be done in the exercise of any of the rights and powers
herein granted, as fully to all intents and purposes as the undersigned might or
could do if personally present, with full power of substitution or revocation,
hereby ratifying and confirming all that such attorney-in-fact, or such
attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be
done by virtue of this Power of Attorney and the rights and powers herein
granted.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney
to be executed as of this 26th day of July, 1996.
By: Thomas A. Vanderslice
__________________________________
Director
Exhibit 24.15
POWER OF ATTORNEY
Know all by these presents, that the undersigned hereby constitutes and
appoints Robert E. Koch, Kjestine M. Anderson and Carl B. Davidson signing
singly, the undersigned's true and lawful attorneys-in-fact to:
(1) execute for and on behalf of the undersigned, in the
undersigned's capacity as a director of Texaco Inc. (the
"Company"), the Form S-8 Registration Statement (the "Form S-8")
of the Company providing for the registration under the
Securities Act of 1933 of shares of the Company's common stock
that may be issued under the Company's Stock Incentive Plan and
any amendment or amendments to such Form S-8 and any other
document in support thereof or supplemental thereto.
(2) do and perform any and all acts for and on behalf of the
undersigned which may be necessary or desirable to complete and
execute the Form S-8 and any amendment or amendments to such
Form S-8 and any other document in support thereof or
supplemental thereto and timely file such documents with the
United States Securities and Exchange Commission and any stock
exchange or similar authority, and
(3) take any other action of any type whatsoever in connection with
the foregoing which, in the opinion of such attorney-in-fact,
may be of benefit to, in the best interest of, or legally
required by, the undersigned, it being understood that the
documents executed by such attorney-in-fact on behalf of the
undersigned pursuant to this Power of Attorney shall be in such
form and shall contain such terms and conditions as such
attorney-in-fact may approve in such attorney-in-fact's
discretion.
The undersigned hereby grants to each attorney-in-fact power and
authority to do and perform any and every act and thing whatsoever requisite,
necessary, or proper to be done in the exercise of any of the rights and powers
herein granted, as fully to all intents and purposes as the undersigned might or
could do if personally present, with full power of substitution or revocation,
hereby ratifying and confirming all that such attorney-in-fact, or such
attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be
done by virtue of this Power of Attorney and the rights and powers herein
granted.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney
to be executed as of this 26th day of July, 1996.
By: William Wrigley
____________________________
Director