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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):
                                January 27, 1997

                                   ----------

                                   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
- --------------------

Officer's  Certificate  and Other  Information  Related to $150 million of 7.09%
Guaranteed Notes Due 2007.

On January 27, 1997 certain  officers of Texaco  Capital  Inc.,  a  wholly-owned
subsidiary of the  Registrant,  executed an Officers'  Certificate in accordance
with Section 2.02 of the Indenture  dated as of August 24, 1984, as supplemented
and restated by the First  Supplemental  Indenture dated as of January 31, 1990,
and as  further  amended  by the  First  Supplement  to the  First  Supplemental
Indenture dated as of October 11, 1990, (as so supplemented and amended,  and as
further amended by the Trust Indenture  Reform Act of 1990 (P.L.  101-550),  the
"Indenture"),  among Texaco Capital Inc., as Issuer,  Texaco Inc., as Guarantor,
and The Chase Manhattan Bank, as Trustee. Said Officers' Certificate established
the terms and provisions of a series of securities  designated  7.09% Guaranteed
Notes Due 2007, as more  particularly  set forth in the  Officers'  Certificates
dated  January 27, 1997, a copy of which is attached  hereto as Exhibit 99.1 and
made a part hereof.

In this  connection  on January 27,  1997,  Texaco Inc.  issued a press  release
entitled  "Texaco  Announces  Public  Issuance of $150  Million in 10-Year  Debt
Securities," a copy of which is attached  hereto as Exhibit 99.2 and made a part
hereof.

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

(c)      Exhibits

         23          Consent of Arthur Andersen LLP

         99.1        Officers' Certificate of Texaco Capital Inc. dated
                     January 27, 1997 relating to $150 Million of 7.09% 
                     Guaranteed Notes Due 2007.

         99.2        Copy of press release  issued by Texaco Inc. dated
                     January 27, 1997, entitled "Texaco Announces Public 
                     Issuance of $150 Million in 10-Year Debt Securities."







                                   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:  January 28,1997
       ---------------







                                  EXHIBIT INDEX
                                  -------------







EXHIBIT                         EXHIBIT DESCRIPTION
- -------                         ------------------

23       Consent of Arthur Andersen LLP

99.1     Officers'  Certificate  of Texaco  Capital  Inc.  dated  January  27, 
         1997  relating to $150 Million of 7.09% Guaranteed Notes Due 2007.

99.2     Copy of press release  issued by Texaco Inc. dated January  27,  
         1997,  entitled "Texaco Announces Public Issuance of $150 Million in 
         10-Year Debt Securities."

                                                                      EXHIBIT 23


                               ARTHUR ANDERSEN LLP







                    CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS







As independent  public  accountants,  we hereby consent to the  incorporation by
reference  in this  Registration  Statement  of Form S-3 (No.  33-63996)  of our
report dated February 22, 1996  incorporated  by reference in Texaco Inc.'s Form
10-K for the year  ended  December  31,  1995 and to all  reference  to our Firm
included in this Registration Statement on Form S-3 (No. 33-63996).









                                                        ARTHUR ANDERSEN LLP







New York, N.Y.
January 27, 1997
                                                                    EXHIBIT 99.1



                              OFFICERS' CERTIFICATE


         Pursuant to Section 2.02 of the Indenture  dated as of August 24, 1984,
as  supplemented  and  restated by a First  Supplemental  Indenture  dated as of
January 31, 1990,  and as further  amended by the First  Supplement to the First
Supplemental  Indenture  dated as of October 11, 1990, (as so  supplemented  and
amended, the "Indenture") among Texaco Capital Inc. (the "Company"), Texaco Inc.
and The  Chase  Manhattan  Bank as  Trustee  (the  "Trustee"),  the  undersigned
officers  of the Company  hereby  establish  a Series of  Securities  having the
following terms and provisions:

         The Securities  shall be designated  "7.09%  Guaranteed Notes Due 2007"
         (the "Notes").

         The  aggregate   principal   amount  of  the  Notes  authorized  to  be
         authenticated and delivered at any one time,  subject to Sections 2.10,
         2.11 and 2.14 of the Indenture, is limited to $150,000,000.

         The annual  interest rate is 7.09% payable  semiannually  on February 1
         and August 1 beginning August 1, 1997. The Company will pay interest on
         the  Notes  (except  defaulted  interest)  to  the  person  who  is the
         registered  holder of the Notes at the close of business on the January
         15 or July 15 next preceding the interest payment date.

         The Company may pay  principal  and interest on the Notes at the office
         or  agency of the  Company  maintained  for that  purpose.  Payment  of
         interest  may be made at the option of the  Company by check  mailed to
         the  registered  address  of the  holder,  subject  to  any  applicable
         requirements of The Depository Trust Company.  Initially,  the Trustee,
         having an office at 4 Chase MetroTech Center, Brooklyn, New York 11245,
         will be the agent of the Company for the purpose of such payment.

         The Notes shall be sold  initially  to the public at 100% of par and to
         the Underwriters at 99.35% of par plus, in each case,  accrued interest
         from February 3, 1997.

         The Notes shall mature on February 1, 2007.

         The Notes shall not be redeemable prior to maturity.

         The Notes shall be in global form in the form of Exhibit A hereto.

Although the Indenture provides that the Company may terminate its obligations
with respect to




any Series of Securities by making certain deposits with the Trustee,  the Notes
shall  provide that the Company will not exercise any such right with respect to
the Notes.






                                 Peter M. Wissel
                                 ---------------
                                    President



                                Robert C. Gordan
                                ----------------
                                    Treasurer









Dated:    January 27, 1997








                                       2


                                                                       EXHIBIT A


         Unless this certificate is presented by an authorized representative of
The Depository Trust Company, a New York corporation  ("DTC"),  to Issuer or its
agent for registration of transfer,  exchange,  or payment,  and any certificate
issued  is  registered  in the name of Cede & Co.  or in such  other  name as is
requested  by an  authorized  representative  of DTC (and any payment is made to
Cede  &  Co.  or  to  such  other  entity  as  is  requested  by  an  authorized
representative  of DTC), ANY TRANSFER,  PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE  BY OR TO ANY PERSON IS  WRONGFUL  inasmuch  as the  registered  owner
hereof, Cede & Co., has an interest herein.

                               TEXACO CAPITAL INC.
                         7.09% Guaranteed Notes Due 2007
                            Guaranteed by Texaco Inc.

No.                                                                 $150,000,000

Texaco Capital Inc. promises to pay to Cede & Co.

or registered assigns
the principal sum of 150,000,000 Dollars on February 1, 2007.


                                           7.09% GUARANTEED NOTES DUE 2007

Interest Payment Dates:  February 1 and August 1
              Record Dates:  January 15 and July 15

                                                     Dated:

Authenticated:

THE CHASE MANHATTAN BANK
as Trustee
                                                          TEXACO CAPITAL INC.

By...........................(SEAL)           By................................
 Authorized Officer

                                              By................................

                                     - 1 -



                            (FORM OF REVERSE OF NOTE)

                               TEXACO CAPITAL INC.
                         7.09% Guaranteed Notes Due 2007
                            Guaranteed by Texaco Inc.

1.       Interest.

         Texaco Capital Inc. (the "Company"),  a Delaware corporation,  promises
to pay interest on the principal  amount of the Note at the rate per annum shown
above. The Company will pay interest  semiannually on February 1 and August 1 of
each year.  Interest  on the Note will accrue from the most recent date to which
interest has been paid or, if no interest has been paid,  from February 3, 1997.
Interest  will be  computed  on the  basis of a 360-day  year of  twelve  30-day
months.

2.       Method of Payment.

         The Company will pay interest on the Note (except  defaulted  interest)
to the person who is the registered  holder of the Note at the close of business
on January 15 or July 15 next preceding the interest payment date. A holder must
surrender the Note to a Paying Agent to collect principal payments.  The Company
will pay  principal  and interest in money of the United States that at the time
of payment is legal tender for payment of public and private debts. However, the
Company may pay principal  and interest by its check  payable in such money.  It
may mail an interest check to a holder's registered address.

3.       Paying Agent and Registrar.

         Initially,  The Chase Manhattan Bank, as Trustee  ("Trustee"),  4 Chase
MetroTech  Center,  Brooklyn,  New York  11245,  will act as  Paying  Agent  and
Registrar.  The Company may change any Paying Agent,  Registrar or  co-registrar
without notice.

4.       Indenture.

         The  Company  issued  the  Note as part of a Series  of Notes  under an
indenture dated as of August 24, 1984, as supplemented and restated by the First
Supplemental  Indenture  dated as of January 31, 1990, and as further amended by
the First Supplement to the First Supplemental Indenture dated as of October 11,
1990 (as so  supplemented  and  amended,  the  "Indenture"),  among the Company,
Texaco Inc. and the Trustee.  The terms of the Note include  those stated in the
Indenture  and  those  made  part of the  Indenture  by  reference  to the Trust
Indenture Act of 1939 (15 U.S. Code Subsection 77aaa-77bbbb) as amended (the
"Act"). The Series of Notes is subject to all such terms, and the holder of this
Note  is  referred  to the  Indenture  and  the Act  for a  statement  of  them.
Notwithstanding Section 8.01 of the Indenture, the Company hereby covenants that
it will not  terminate  its  obligations  with  respect  to the  Notes by making
certain deposits with the Trustee, and the Trustee and a Paying

                                     - 2 -



Agent shall have no obligation  under Article 8 with respect to the Notes.  This
Note  is one of a  Series  of  Notes  of the  Company  designated  as its  7.09%
Guaranteed Notes Due 2007.

5.       Guaranty.

         The Notes are guaranteed by Texaco Inc.

6.       Redemption.

         The Notes may not be redeemed  prior to maturity and are not subject to
mandatory redemption.

7.       Transfer and Exchange.

         A holder of a Note may transfer or exchange a Note in  accordance  with
the  Indenture.  The  Registrar  may require a holder,  among other  things,  to
furnish appropriate endorsements and transfer documents and to pay any taxes and
fees required by law or permitted by the Indenture.

8.       Persons Deemed Owners.

         The  registered  holder of a Note may be treated as the owner of it for
all purposes.

9.       Amendments and Waivers.

         Subject to  certain  exceptions,  the Series of Notes or the  Indenture
with  respect  to the  Series of Notes may be  amended  with the  consent of the
holders  of  at  least  50.1%  in  principal  amount  of  the  Series  of  Notes
outstanding, and any past default or compliance with any provision may be waived
with the  consent of the holders of at least  50.1% in  principal  amount of the
Series  of  Notes  outstanding.  Without  the  consent  of any  Noteholder,  the
Indenture or the Series of Notes may be amended to cure any ambiguity, defect or
inconsistency;  to  provide  for  assumption  of the  Company's  obligations  to
Noteholders;  or to make any change that does not adversely affect the rights of
any Noteholder.

10.      Restrictive Covenants.

         The Series of Notes is an unsecured  general  obligation of the Company
limited to  $150,000,000  principal  amount.  The Indenture does not limit other
unsecured debt. It does limit certain mortgages and sale-leaseback  transactions
of  Texaco  Inc.  if  the  property  mortgaged  or  leased  is a  refinery  or a
manufacturing  plant in the United States or any oil or gas  producing  property
onshore or offshore  the United  States that is of  material  importance  to the
total business of Texaco Inc. and its consolidated subsidiaries. The limitations
are subject to a number of important qualifications and exceptions.  Once a year
Texaco Inc. must report to the Trustee on compliance with the limitations.

                                     - 3 -


         When a successor corporation assumes all the obligations of the Company
under the  Series of Notes and the  Indenture  with  respect  to such  Series of
Notes, the Company will be released from those obligations.

11.      Defaults and Remedies.

         An Event of Default  is:  default for 30 days in payment of interest on
the Series of Notes;  default in  payment of  principal  on the Series of Notes;
failure by the Company or by Texaco Inc.,  as the case may be, for 90 days after
notice to the Company to comply with any of its other  agreements  in the Series
of Notes or the  Indenture  with  respect  to the Series of Notes;  and  certain
events  of  bankruptcy  or  insolvency.  If an Event of  Default  occurs  and is
continuing,  the Trustee or the holders of at least 25% in  principal  amount of
the  Series  of Notes  may  declare  all the  Notes of the  Series to be due and
payable  immediately.  Noteholders  may not  enforce  the Series of Notes or the
Indenture  with  respect  to the  Series  of Notes  except  as  provided  in the
Indenture.  The  Trustee  may  require  indemnity  satisfactory  to it before it
enforces  the  Series of Notes or the  Indenture  with  respect to the Series of
Notes. Subject to certain limitations, holders of a majority in principal amount
of the Series of Notes may direct the  Trustee in its  exercise  of any trust or
power.  The Trustee may withhold  from  Noteholders  of the Series notice of any
continuing  default (except a default in payment of principal or interest) if it
determines that withholding notice is in their interests.

12.      Trustee Dealings with Company or Texaco Inc.

         The  Chase  Manhattan  Bank as  Trustee  under  the  Indenture,  in its
individual or any other  capacity,  may make loans to, accept deposits from, and
perform services for the Company,  Texaco Inc. or any affiliates of either,  and
may otherwise deal with the Company, Texaco Inc. or any affiliates of either, as
if it were not Trustee.

13.      No Recourse Against Others.

         A director,  officer, employee or stockholder,  as such, of the Company
or Texaco Inc.  shall not have any liability for any  obligations of the Company
or Texaco Inc. under the Series of Notes or the Indenture or for any claim based
on, in respect of or by reason of,  such  obligations  or their  creation.  Each
Noteholder  of the  Series by  accepting  a Note  waives and  releases  all such
liability. The waiver and release are part of the consideration for the issue of
the Notes.

14.      Authentication.

         This  Note  shall  not be  valid  until  authenticated  by  the  manual
signature of the Trustee or an authenticating agent.

15.      Abbreviations.

                                     - 4 -


         Customary  abbreviations  may be used in the name of a Noteholder or an
assignee,  such as:  TEN COM (= tenants  in  common),  TEN ENT (= tenants by the
entireties),  JT TEN (= joint  tenants  with  right of  survivorship  and not as
tenants in common),  CUST (= Custodian),  and U/G/M/A (= Uniform Gifts to Minors
Act).

         The Company will  furnish to any  Noteholder  upon written  request and
without charge a copy of the  Indenture.  Requests may be made to the Company at
32  Loockerman  Square,  Suite L-100,  Dover,  Delaware  19901,  with a copy to:
Treasurer, Texaco Inc., 2000 Westchester Avenue, White Plains, NY 10650.

16.      Global Form.

         Notwithstanding  any  contrary  provisions  of this Note,  this Note is
registered  in the name of a nominee of DTC and will not be issued in definitive
form to holders of beneficial interests herein unless DTC is unable or unwilling
to serve as a depository  (and a successor  depository  is not  appointed by the
Company within 90 days) or the Company in its sole discretion  determines not to
have the Notes  represented by a global Note.  While this Note is so registered,
payments  herein  will be made to DTC in  accordance  with DTC's  practices  and
beneficial  owners of this Note shall look only to DTC and its  participants for
such payments.

                                     - 5 -




                                FORM OF GUARANTY

                                    GUARANTY

         TEXACO INC., a Delaware corporation (the "Guarantor"),  unconditionally
guarantees  to the  holder  of this  Note the due and  punctual  payment  of the
principal of, and interest on this Note.

         The Guarantor  shall not be entitled to receive any payments based upon
a right of  subrogation  with  respect to any amounts  paid by the  Guarantor to
holders of the Series of Notes until the principal of, and interest on all Notes
of the  Series  shall  have  been  paid in full or for  which  payment  has been
provided.

                                                TEXACO INC.




                                                By _____________________________




                                     - 6 -




                        FORM OF ASSIGNMENT

I or we assign and transfer this Note to

Insert social security or other
identifying number of assignee
- ---------------------------------------
|                                     | 
|                                     |
- ---------------------------------------
_________________________________________________________________

_________________________________________________________________

_________________________________________________________________

_________________________________________________________________
       (Print or type name, address and zip code of assignee)

and irrevocably appoint _________________________________________

_______________________________________________________ agent to
transfer this Note on the books of the Company.  The agent
may substitute another to act for him.


Dated:________________________  Signed:__________________________

_________________________________________________________________
(Sign exactly as name appears on the other side of this
Note)

                                - 7 -

                                                                    EXHIBIT 99.2

                        TEXACO ANNOUNCES PUBLIC ISSUANCE
                        --------------------------------
                   OF $150 MILLION IN 10-YEAR DEBT SECURITIES
                   ------------------------------------------

FOR  RELEASE:  MONDAY,  JANUARY  27,  1997.
- ------------------------------------------
         WHITE  PLAINS,  N.Y.,  Jan. 27 - Texaco  Capital  Inc., a  wholly-owned
finance subsidiary of Texaco Inc.,  announced that it is issuing $150 million of
10-year  notes in a public  offering.  These  securities,  which will  mature on
February  1, 2007,  are being  offered at a price of 100  percent of par with an
interest  coupon  rate of 7.09  percent  and are not  callable  during the term.
Texaco Inc. will unconditionally guarantee the securities.
         Proceeds   from  the  sale  will  be  loaned  to  Texaco  Inc.  or  its
subsidiaries  to be used for working  capital,  for  retirement  of debt and for
other general corporate purposes.
         The sale is being offered through an underwriting group led by Blaylock
& Partners,  L.P.  and  co-managed  by Muriel  Siebert & Co.,  and W.R.  Lazard,
Laidlaw and Luther.  The debt  securities are issued under a shelf  registration
statement  that was filed with the  Securities  and Exchange  Commission in June
1993.
         Today's  selection of the  underwriters for this offering is consistent
with  Texaco's  plans to broaden its base of vendors and  suppliers  of services
with additional women- and minority-owned  firms.  Texaco's business  partnering
program  was  developed  as part of the  company's  efforts  to ensure  that its
business  practices  enhance its ability to compete  successfully in the complex
global marketplace.


                                     - xxx -



CONTACT:          Cynthia Michener  914-253-4743



Additional Texaco information is available on the World Wide Web at:  
http://www.texaco.com