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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 21, 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
- --------------------

         1.       On April 21,  1997,  the  Registrant  announced  that  it  had
                  been notified  that the U. S. Supreme Court has decided not to
                  review the  decisions  of  the  U. S. Court of Appeals for the
                  Fifth  Circuit  and  the  U. S. Tax  Court  in  the  so-called
                  "Aramco  Advantage"  case.  This  action  ends  the  company's
                  long-standing dispute with the Internal Revenue Service (IRS).

                  This  decision  by   the  Supreme  Court,  affirming  Texaco's
                  position,  will result in an earnings  benefit of $488 million
                  in the first quarter 1997,  representing  the after-tax effect
                  of the expected refund of payments,  with associated interest,
                  made to the IRS in previous  years for  potential  tax claims.
                  Texaco expects a refund, including interest, exceeding $700 of
                  which a  significant  portion is  expected  to be  received in
                  1997.

                  On  April 21,  1997,  the  Registrant  issued a Press  Release
                  entitled   "Texaco   Advised  Supreme  Court  Will  Let  Stand
                  Favorable  Decision  in  `Aramco  Advantage'  Case," a copy of
                  which  is  attached  hereto  as  Exhibit  99.1 and made a part
                  hereof.

         2.       On April 22, 1997,  the  Registrant  issued an Earnings  Press
                  Release entitled "Texaco Reports  Significant  Increase In Net
                  Income:  First  Quarter 1997 Earnings  Reach $980  Million," 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

         99.1     Press  Release  issued  by  Texaco  Inc. dated April 21, 1997,
                  entitled   "Texaco  Advised  Supreme   Court  Will  Let  Stand
                  Favorable Decision in `Aramco Advantage' Case."

         99.2     Press  Release  issued  by  Texaco Inc.  dated April 22, 1997,
                  entitled  "Texaco  Reports Significant Increase In Net Income:
                  First Quarter 1997 Earnings Reach $980 Million."




                                   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 22, 1997
       --------------







FDeB:bbm
(8Kapr21)


                                                                    EXHIBIT 99.1


              TEXACO ADVISED SUPREME COURT WILL LET STAND FAVORABLE
              -----------------------------------------------------
                      DECISION IN "ARAMCO ADVANTAGE" CASE
                      -----------------------------------

FOR  RELEASE:   MONDAY,  APRIL  21,  1997.
- ------------------------------------------
         WHITE PLAINS,  N.Y.,  April 21 - Texaco Inc. has been notified that the
United  States  Supreme  Court has  decided not to review the  decisions  of the
United States Court of Appeals for the Fifth Circuit and the U.S.
Tax Court in the so-called "Aramco Advantage" case.
         From 1979 through 1981, as a result of a directive  from the Saudi Arab
Government,  Texaco was limited in the amount that it could charge for crude oil
purchased from Saudi Arabia. The IRS claimed that Texaco should pay taxes on the
sale of crude oil based on higher prices than Texaco  actually  received for the
oil.
         By rejecting the IRS's request for review,  the Court precluded further
challenges to the Fifth Circuit and Tax Court decision.
         In previous  years Texaco made  payments to the IRS for  potential  tax
claims.  As a result  of the  Supreme  Court  action,  Texaco  expects a refund,
including  interest,  of $700 million.  A significant  portion of this amount is
expected  in 1997.  An  associated  earnings  benefit  of $488  million  will be
included in Texaco's first quarter 1997 results.

                                     - xxx -

CONTACT:          Jim Swords        914-253-4156



                                                                    EXHIBIT 99.2


               TEXACO REPORTS SIGNIFICANT INCREASE IN NET INCOME;
               --------------------------------------------------
                 FIRST QUARTER 1997 EARNINGS REACH $980 MILLION
                 ----------------------------------------------


FOR  IMMEDIATE  RELEASE:   TUESDAY,  APRIL  22,  1997.
- ------------------------------------------------------

         WHITE PLAINS,  N.Y., April 22 - Texaco achieved a significant  increase
in net  income  for the first  quarter  of 1997,  Chairman  and Chief  Executive
Officer Peter I. Bijur reported today.  "We are off to a good start this year as
we continue to align our operations  for growth.  We are also gratified that our
long-standing   dispute  with  the  Internal  Revenue  Service  in  the  `Aramco
Advantage' case has ended," Bijur said.
         Total net income for the first  quarter  of 1997 was $980  million,  or
$3.72 per share,  including the benefit  associated  with the  resolution of the
"Aramco  Advantage"  case.  Net income before this benefit was $492 million,  or
$1.84 per share,  up  significantly  from first  quarter 1996 net income of $386
million, or $1.42 per share. In the first quarter of 1997:
            * Net income  from  operations  increased 27 percent -- representing
              the  11th  consecutive   quarter  that  earnings  from  operations
              exceeded previous years' levels.
            * Worldwide daily production rose 4 percent.
            * Capital  and  exploratory  expenditures  grew  25  percent to $799
              million.
            * Total debt to total borrowed and invested capital was 32  percent,
              at the low end of our target range.
            * Expenses continue to be managed at levels less than inflation.

         Commenting  on first quarter 1997  results,  Bijur said,  "Our upstream
business had another strong quarter, as higher commodity prices were enhanced by
increased  daily  crude  oil  and  natural  gas  production.  In the  downstream
business,  earnings  continued to grow in our expanding Latin American marketing
operations  and margins in Europe  improved over last year's  depressed  levels.
However,  earnings in the Caltex operating areas were lower, and U.S. downstream
results were level with last year.
         "During  the  first  quarter,  we  increased  capital  and  exploratory
spending,  focusing on upstream growth  opportunities  in the U.S., as appraisal
and  development  work  continued in the Gulf of Mexico.  After some  unexpected
operating  delays,  first oil flowed from the U.K.  North Sea  Captain  field in
March and  production  is  increasing  rapidly.  Also,  government  approval was
secured for  developing  the U.K.  Galley  field,  and we announced  natural gas
discoveries in Australia and Thailand.

                                    - more -


                                      - 2 -


         "In the  downstream,  we moved  forward in March with the  signing of a
memorandum of  understanding  with Shell to combine  major  elements of our U.S.
operations, and we completed the sale of our remaining chemical business," Bijur
said.
         On April 21, 1997,  Texaco was notified that the United States  Supreme
Court decided not to review the  favorable  decisions of the United States Court
of Appeals for the Fifth  Circuit and the United States Tax Court in the "Aramco
Advantage"  case.  This  decision  by  the  Supreme  Court,  affirming  Texaco's
position,  resulted in an earnings benefit of $488 million,  or $1.88 per share.
This benefit represents the after-tax effect of the expected refund of payments,
with associated interest, made to the Internal Revenue Service in previous years
for potential  tax claims.  The total refund from the IRS,  including  interest,
will exceed $700 million. A significant portion of this amount is expected to be
received in 1997.

ANALYSIS OF OPERATING EARNINGS
     EXPLORATION AND PRODUCTION

UNITED STATES
     First quarter 1997  earnings were $311 million,  compared with $267 million
for the first quarter of 1996. The 16-percent  earnings  improvement  was due to
higher  prices and  continuing  success in enhancing  production  from  existing
fields, particularly in the Gulf of Mexico and Louisiana.
     Texaco's  average  realized  crude oil price for the first quarter 1997 was
$19.62, an increase of $3.11 per barrel over 1996.  Average realized natural gas
price was $2.66 per thousand cubic feet (MCF),  an increase of $.51 per MCF over
1996. A price spike late in 1996,  attributed  to lean stock levels at a time of
seasonally  strong  demand,  extended  into January  1997.  Prices  retreated in
February and March,  due to  abnormally  mild weather and  increasing  worldwide
supplies.
     Partially  offsetting the favorable  factors were lower gas trading results
and higher exploratory  expenses.  Exploratory  expenses in the first quarter of
1997 were $42  million  before tax versus  $23  million in the first  quarter of
1996.  This sharp  increase is  attributed  to higher  seismic  and  exploratory
drilling activity of promising prospects, mostly in the Gulf of Mexico.



                                    - more -


                                      - 3 -

INTERNATIONAL
     First  quarter  1997  earnings  were $156  million,  as compared  with $130
million for the first quarter of 1996.  The  20-percent  improvement in earnings
included the effects of higher  crude oil prices,  up 8 percent,  and  increased
liquids and natural gas production.
     Total daily production increased 9 percent as a result of new production in
the Wafra field in the Partitioned Neutral Zone between Saudi Arabia and Kuwait,
the Bagre field  offshore  Angola,  and in the Danish North Sea coming  onstream
late  in  1996.  Additionally,  natural  gas  production  benefited  from a full
quarter's  operations  at  the  Dolphin  field  in  Trinidad.  These  production
increases, as well as continued field development programs, more than offset the
impact of maturing fields.  Higher exploratory expenses associated with Texaco's
aggressive  exploration  program,  as well as lower gas  trading  results in the
U.K., partially offset these favorable results.
     Operating  results for the first quarter 1997 included a non-cash  currency
benefit of $19 million due to the  weakening  of the Pound  Sterling  versus the
U.S.  dollar  relating to deferred  income taxes,  compared with a benefit of $4
million for the first quarter 1996.

     MANUFACTURING, MARKETING AND DISTRIBUTION

UNITED STATES
     First quarter 1997  earnings were $6 million,  compared with $4 million for
the first quarter of 1996.  Earnings in 1997 reflected improved refining results
due  to  increased   throughput  and  higher  wholesale  product  prices.   This
improvement  was somewhat  reduced by the impact of refinery  fires late in 1996
and early 1997 that resulted in property damage and adversely  affected  product
yields in the first quarter.  The refining system returned to normal  operations
by the middle of March.
     Improved  refining  earnings  were  largely  offset  by  lower  West  Coast
marketing margins due to intense competition in the marketplace.  Results in the
distribution and transportation  business and chemicals were also lower than the
first quarter of 1996.

INTERNATIONAL
     First quarter 1997 earnings were $104 million,  compared to $92 million for
the first  quarter of 1996.  The  earnings  were driven by  improved  results in
Europe and Latin America.  Caltex'  results were below the first quarter of last
year, but reflect a significant improvement over the latter half of 1996.

                                    - more -


                                      - 4 -

     Higher  refining  earnings in Europe and Latin America in the first quarter
of 1997 were  primarily due to the improved  recovery of crude costs in the U.K.
and  Panama.  Marketing  margins in Latin  America  also  improved  in the first
quarter 1997 versus the same quarter in 1996 due to higher prices.
     Caltex'  improved  operating  margins  in Korea  were more  than  offset by
unfavorable  refining  margins in Thailand,  and higher  currency  losses of $26
million, mostly from the significant weakening of the Korean Won.
     Refined  product sales  decreased due to Caltex' April 1, 1996, sale of its
interest in refining operations in Japan and reduced  purchase/sale  activity to
balance the system.
     Operating  results for the first quarter 1997 included a non-cash  currency
benefit of $5 million due to the weakening of the Pound Sterling versus the U.S.
dollar relating to deferred income taxes,  compared with a benefit of $4 million
for the first quarter 1996.

CORPORATE/NONOPERATING RESULTS
     Corporate and nonoperating results for the first quarter of 1997 included a
$488 million benefit  associated  with the resolution of the "Aramco  Advantage"
case.  Excluding  this  benefit,  corporate  and  nonoperating  charges were $97
million  as  compared  with $109  million  for the first  quarter  of 1996.  The
comparative  improvement  of $12 million was primarily  attributable  to reduced
interest expense due to lower debt levels and slightly lower interest rates.

CAPITAL AND EXPLORATORY EXPENDITURES
     Capital and exploratory expenditures, including equity in such expenditures
of affiliates,  were $799 million for the first quarter of 1997 as compared with
$641 million for the same period of 1996.
         In the U.S.,  Texaco's  aggressive  1997  exploration  and  development
drilling  program is focused on strategic  opportunities  onshore and  offshore.
Offshore  development  continued  in the  deepwater  Gulf of Mexico where Texaco
holds a strong  lease-acreage  position.  Platform  construction and development
drilling  is underway  in the  Petronius  and Arnold  fields  while  delineation
drilling  continues in the Fuji and Gemini  prospects.  Texaco also continues an
aggressive drilling and development program in traditional  offshore shelf areas
and onshore.  Expenditures in 1997 reflect enhanced oil recovery  projects using
advanced thermal and CO2 techniques to increase  production and lower per-barrel
operating expenses.  Thermal steam-flooding has been particularly  successful at
Kern River in Bakersfield, California.

                                    - more -



                                      - 5 -

         Internationally,  higher  expenditures  reflect development work in the
U.K.  North Sea,  including  the  Erskine  and Galley  fields and  drilling  and
development expenditures for the Mariner project. Development work was completed
in the Captain  field  which came  onstream  late in the first  quarter of 1997.
Additionally,  exploration  and  development  work continued in Nigeria,  China,
Indonesia, and the Partitioned Neutral Zone.
         Downstream  expenditures in the U.S. declined somewhat,  reflecting the
completion of refinery upgrades. Internationally,  expenditures increased due to
marketing  expenditures  in  the  Pacific  Rim  by  Texaco's  affiliate,  Caltex
Petroleum Corporation.
                                     - xxx -

CONTACTS:                  Chris Gidez               914-253-4042
                           Jim Swords                914-253-4156
                           Yorick Fonseca            914-253-7034







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




                                      - 6 -

First Quarter ------------------------------ 1997 1996 ----- ----- FUNCTIONAL NET INCOME ($000,000) - -------------------------------- Operating Earnings Petroleum and natural gas Exploration and production United States $ 311 $ 267 International 156 130 ----- ----- Total 467 397 ----- ----- Manufacturing, marketing and distribution United States 6 4 International 104 92 ----- ----- Total 110 96 ----- ----- Total petroleum and natural gas 577 493 Nonpetroleum 12 2 ----- ----- Total operating earnings 589 495 Corporate/Nonoperating (a) 391 (109) ----- ----- Total net income (b) $ 980 $ 386 ===== ===== Net income per common share (dollars) $3.72 $1.42 Average number of common shares outstanding for computation of earnings per share (000,000) 260.1 260.7 (a) Includes "Aramco Advantage" benefit as detailed in news release text (b) Includes (benefit) provision for income taxes ($000,000) $(194) $ 278
- 7 -
First Quarter ------------------- ------------ OTHER FINANCIAL DATA ($000,000) 1997 1996 - ------------------------------- ---------- -------- Revenues $12,029 $10,271 Total assets as of March 31 $27,008 $24,639 Stockholders' equity as of March 31 $11,062 $ 9,653 Total debt as of March 31 $ 5,495 $ 5,633 Capital and exploratory expenditures (includes equity in affiliates) Exploration and production United States $ 352 $ 266 International 282 207 ------- ------- Total 634 473 ------- ------- Manufacturing, marketing and distribution United States 60 77 International 101 87 ------- ------- Total 161 164 ------- ------- Other 4 4 ------- ------- Total $ 799 $ 641 ======= ======= Texaco Inc. and subsidiary companies Exploratory expenses included above: United States $ 42 $ 23 International 57 46 ------- ------- Total $ 99 $ 69 ======= ======= Dividends paid to common stockholders $ 221 $ 208 Dividends per common share (dollars) $ .85 $ .80 Dividend requirements for preferred stockholders $ 14 $ 15
- 8 -
CONDENSED CONSOLIDATED - ---------------------- BALANCE SHEET ($000,000) ------------------------ As Of ------------------------------------- March 31, December 31, 1997 1996 ---------------- ------------- (Unaudited) ASSETS - ------ Current Assets Cash and cash equivalents $ 619 $ 511 Other current assets 6,742 7,154 ------- ------- Total current assets 7,361 7,665 Investments and Advances 5,301 4,996 Net Properties, Plant and Equipment 13,402 13,411 Deferred Charges 944 891 ------- ------- Total $27,008 $26,963 ------- ------- LIABILITIES AND STOCKHOLDERS' EQUITY - ------------------------------------ Current Liabilities Short-term debt $ 466 $ 465 Other current liabilities 5,276 5,719 ------- ------- Total current liabilities 5,742 6,184 Long-Term Debt and Capital Lease Obligations 5,029 5,125 Deferred Income Taxes 769 795 Other Noncurrent Liabilities 3,737 3,829 Minority Interest in Subsidiary Companies 669 658 Stockholders' Equity 11,062 10,372 ------- ------- Total $27,008 $26,963
- 9 -
First Quarter ---------------------------------- 1997 1996 ----------- ---------- OPERATING DATA - INCLUDING - -------------------------- INTERESTS IN AFFILIATES ----------------------- Exploration and Production -------------------------- United States ------------- Net production of crude oil and natural gas liquids (000 BPD) 384 382 Net production of natural gas - available for sale (000 MCFPD) 1,656 1,648 Total net production (000 BOEPD) 660 657 Natural gas sales (000 MCFPD) 3,841 3,235 Natural gas liquids sales (including purchased LPGs) (000 BPD) 203 245 Average U.S. crude (per bbl.) $19.62 $16.51 Average U.S. natural gas (per mcf) $ 2.66 $ 2.15 Average WTI (Spot) (per bbl.) $22.76 $19.75 Average Kern (Spot) (per bbl.) $15.98 $14.90 International ------------- Net production of crude oil and natural gas liquids (000 BPD) Europe 114 119 Indonesia 140 137 Partitioned Neutral Zone 90 72 Other 69 62 ----- ----- Total 413 390 Net production of natural gas - available for sale (000 MCFPD) Europe 241 205 Colombia 132 115 Other 102 53 ----- ----- Total 475 373 Total net production (000 BOEPD) 492 452 Natural gas sales (000 MCFPD) 620 475 Natural gas liquids sales (including purchased LPGs) (000 BPD) 83 116 Average International crude (per bbl.) $19.48 $18.02 Average U.K. natural gas (per mcf) $ 2.85 $ 2.63 Average Colombia natural gas (per mcf) $ 1.05 $ .94
- 10 -
First Quarter ------------------------------------- 1997 1996 ---------- ----------- OPERATING DATA - INCLUDING - -------------------------- INTERESTS IN AFFILIATES ----------------------- Manufacturing, Marketing and Distribution ----------------------------------------- United States ------------- Refinery input (000 BPD) Subsidiary 409 395 Affiliate - Star Enterprise 336 316 ----- ----- Total 745 711 Refined product sales (000 BPD) Gasolines 497 476 Avjets 89 131 Middle Distillates 214 219 Residuals 85 61 Other 120 134 ----- ----- Total 1,005 1,021 International ------------- Refinery input (000 BPD) Europe 348 334 Affiliate - Caltex 407 499 Latin America/West Africa 62 59 ----- ----- Total 817 892 Refined product sales (000 BPD) Europe 467 475 Affiliate - Caltex 586 712 Latin America/West Africa 366 389 Other 44 71 ----- ----- Total 1,463 1,647