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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, 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)


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







Item 5. Other Events
- --------------------

1.       On July 22,  1997,  the  Registrant  issued an Earnings  Press  Release
         entitled  "Texaco Reports Strong Results - Second Quarter 1997 Earnings
         Total $571 Million," 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, 1997,
                  entitled  "Texaco Reports Strong Results - Second Quarter 1997
                  Earnings Total $571 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:  July 22, 1997
       -------------















FDeb:bbm
(8KJUL22)
                                                                    EXHIBIT 99.1

                         TEXACO REPORTS STRONG RESULTS;
                         ------------------------------
                 SECOND QUARTER 1997 EARNINGS TOTAL $571 MILLION
                 -----------------------------------------------

FOR  IMMEDIATE  RELEASE:  TUESDAY,  JULY  22,  1997.
- ---------------------------------------------------
         WHITE  PLAINS,  N.Y.,  July 22 - Volume growth in both the upstream and
downstream and a continuing  commitment to manage per barrel operating  expenses
were key drivers of Texaco's  strong  second  quarter  performance  Chairman and
Chief  Executive  Officer  Peter I. Bijur  reported  today.  However,  he added,
abundant  supplies  of crude oil and  products  have put  downward  pressure  on
commodity prices and downstream margins.
         Texaco's  total  reported net income for the second quarter of 1997 was
$571 million,  or $2.14 per share.  The quarter included special items amounting
to a net gain of $131 million.  Net income for the second quarter of 1996, which
included  special  items  amounting  to a net  gain of $224  million,  was  $689
million,  or $2.59 per share.  For the first half of 1997,  total  reported  net
income was $1,551 million,  or $5.86 per share, as compared with $1,075 million,
or $4.01 per share for the first  half of 1996.  In  commenting  on 1997  second
quarter results, Bijur highlighted the following:
              o  Net income before special items totaled $440 million.
              o  Worldwide daily production rose four percent.
              o  Branded gasoline sales in the U. S. increased two percent.
              o  Year-to-date  capital  and  exploratory  expenditures  grew  25
                 percent to $1.8  billion.
              o  Expenses  per  barrel  continued to  be managed at levels below
                 inflation.

           Bijur  further  stated,  "In the  upstream,  the  successful  push to
increase  production,  especially in the United Kingdom and Partitioned  Neutral
Zone, is key to our results.  But, while  production  rose in this year's second
quarter,  unanticipated start-up problems slowed expected production in the U.K.
Captain  Field.  Overall,  earnings for this year's second quarter were slightly
below  last  year.  Commodity  prices  this year were  lower,  and we  increased
exploratory  spending  focused on  expanding  our  reserve  base.  International
downstream  results were higher this year.  Earnings  grew in Latin  America and
margins in Europe  improved over  depressed 1996 levels.  However,  in the U. S.
downstream,  1997  results  were  significantly  lower.  A  surplus  of  refined
products, especially on the West Coast, and lackluster demand in the marketplace
drove prices downward,  negating the effects of improved refining operations and
higher gasoline sales volumes.
                                    - more -





                                      - 2 -

           "In this year's second  quarter,  increased  capital and  exploratory
spending  accompanied our  announcements  of natural gas discoveries in Oklahoma
and  New  Mexico,  government  approval  of our  Hamaca  heavy  oil  project  in
Venezuela,  the  completion  of a significant  geothermal  well in Indonesia and
expansions  of our natural gas liquids and refined  products  pipeline  systems.
Also,  negotiations  with Shell continued to combine major elements of our U. S.
downstream operations," Bijur said.
           Net income before  special  items for the second  quarter of 1997 was
$440 million,  or $1.64 per share,  as compared with $465 million,  or $1.73 per
share,  for the second  quarter of 1996.  For the first half of 1997, net income
before special items was $932 million, or $3.48 per share, as compared with $851
million, or $3.15 per share, for the first half of 1996.

Second Quarter First Half -------------- ---------- Texaco Inc. (Millions): 1997 1996 1997 1996 - ---------------------------------------------------------------------------------------------------------------- Net income before special items $440 $465 $ 932 $ 851 ---- ---- ------ ------ Gains on major asset sales 174 224 174 224 Financial reserves for various issues (43) - (43) - U. S. tax issue - - 488 - ---- ---- ------ ------ 131 224 619 224 ----- ----- ------ ------ Total reported net income $571 $689 $1,551 $1,075 ==== ==== ====== ====== - ---------------------------------------------------------------------------------------------------------------- Details on special items are included in the following functional analysis.
ANALYSIS OF OPERATING EARNINGS EXPLORATION AND PRODUCTION
Second Quarter First Half -------------- ---------- UNITED STATES (Millions): 1997 1996 1997 1996 - ---------------------------------------------------------------------------------------------------------------- Operating earnings before special items $ 232 $ 243 $ 543 $ 510 Special items (43) - (43) - ----- ----- ----- ----- Total operating net income $ 189 $ 243 $ 500 $ 510 - ----------------------------------------------------------------------------------------------------------------
In the U.S. upstream, lower commodity prices caused second quarter 1997 earnings to be below last year's level. Excess supplies in the global market led to the price declines. Average realized crude oil and natural gas prices for the second quarter of 1997 were $16.95 per barrel and $2.02 per thousand cubic feet (MCF), $.35 per barrel and $.05 per MCF lower than the same period last year. - more - - 3 - Earnings for the first half of 1997 were six percent above 1996. The effects of higher commodity prices in the first quarter significantly exceeded the second quarter price declines. Lower gas trading results and higher exploratory activity, mostly in the Gulf of Mexico, partly negated the impact of higher prices. Liquids and natural gas production in 1997 was maintained at prior-year levels. Continued success in enhancing liquids production from existing fields, particularly in the Gulf of Mexico and Louisiana, offset declines from maturing fields. Results for 1997 included a second quarter special charge of $43 million for the establishment of financial reserves for royalty and severance tax issues.
Second Quarter First Half -------------- ---------- INTERNATIONAL (Millions): 1997 1996 1997 1996 - --------------------------------------------------------------------------------------------------------------- Operating earnings before special items $ 79 $ 103 $ 235 $ 233 Special items 161 - 161 - ----- ----- ----- ----- Total operating net income $ 240 $ 103 $ 396 $ 233 - ---------------------------------------------------------------------------------------------------------------
In the international upstream, higher production had a favorable impact on 1997 results. Total daily production in 1997 increased 11 percent over last year. New production from the Captain Field in the U.K. North Sea contributed to the increase. Also, new activities coming onstream late in 1996 in the Wafra field in the Partitioned Neutral Zone between Saudi Arabia and Kuwait, in the Bagre Field offshore Angola and in the Danish North Sea led to higher liquids production. Natural gas production in 1997 benefited from a full six months operations at the Dolphin Field in Trinidad and from the Chuchupa "B" Field in Colombia. Crude oil prices were lower in 1997. Average crude oil prices were $16.91 per barrel for the second quarter, $1.50 per barrel below comparative 1996 prices. Significantly higher activity levels associated with Texaco's aggressive exploration program contributed to lower overall results for the second quarter of 1997. Additionally, earnings for 1997 included lower gas trading results in the U.K. The second quarter of 1997 included special gains of $161 million from the sales of a 15 percent interest in the Captain Field in the U.K. North Sea, an interest in Canadian gas properties and an interest in an Australian pipeline system. -more - - 4 - MANUFACTURING, MARKETING AND DISTRIBUTION
Second Quarter First Half -------------- ---------- UNITED STATES (Millions): 1997 1996 1997 1996 - --------------------------------------------------------------------------------------------------------------- Operating earnings before special items $ 87 $ 144 $ 93 $ 148 Special items 13 - 13 - ----- ----- ----- ----- Total operating net income $ 100 $ 144 $ 106 $ 148 - ---------------------------------------------------------------------------------------------------------------
In the U. S. downstream, weak West Coast margins caused lower earnings in the second quarter and first half of 1997. West Coast product prices were higher in 1996 from shortages caused by regional refining problems and new California gasoline formulation requirements. Throughout the first half of 1997 branded gasoline sales volumes increased; however, surplus supplies led to a squeeze on West Coast gasoline margins. Additionally, while refinery operations improved this year, refinery upsets in late 1996 and early 1997 caused higher repair costs and lower product yields in the first quarter of 1997. Lower crude oil trading margins, clean up costs associated with the Lake Barre, Louisiana, pipeline break and the absence of earnings from a PO/MTBE business sold on March 1, 1997, also lowered 1997 results. Partially offsetting these negative factors were improved Gulf Coast sour crude cracking margins. Results for 1997 included a $13 million special gain from the sale of credit card operations.
Second Quarter First Half -------------- ---------- INTERNATIONAL (Millions): 1997 1996 1997 1996 - --------------------------------------------------------------------------------------------------------------- Operating earnings before special items $ 132 $ 80 $ 236 $ 172 Special items - 224 - 224 ----- ----- ----- ----- Total operating net income $ 132 $ 304 $ 236 $ 396 - ---------------------------------------------------------------------------------------------------------------
In the international downstream, both second quarter and first half 1997 operating earnings were higher. Improved refining margins in the U.K. and Panama drove earnings upward this year. In addition, expense control at all refineries coupled with improved marketing margins and increased sales volumes in Latin America and the U.K. contributed to the higher earnings. Competitive pressures in the Norwegian marketplace led to lower results in Scandinavia. Lower results in the Caltex area of operations partially offset the improved earnings in Latin America and Europe. Higher operating earnings in Korea were more than offset by currency impacts attributable to the South African Rand, and operational difficulties at the Thailand refinery that adversely affected product yields. - more - - 5 - Results for 1996 included a special gain of $224 million for Caltex's sale of its interest in a Japanese affiliate, including the tax on the portion of the sale proceeds distributed to the shareholders. CORPORATE/NONOPERATING RESULTS
Second Quarter First Half -------------- ---------- (Millions): 1997 1996 1997 1996 - --------------------------------------------------------------------------------------------------------------- Results before special items $ (91) $(108) $(188) $(217) Special items - - 488 - ----- ----- ----- ----- Total corporate/nonoperating $ (91) $(108) $ 300 $(217) - ---------------------------------------------------------------------------------------------------------------
Reduced interest expense due to lower debt levels and slightly lower interest rates led to a comparative improvement in second quarter and first half 1997 results. Additionally, these results included higher gains on sales of marketable securities held for investment by insurance operations. Results for the first half of 1997 included a first quarter special benefit of $488 million associated with the "Aramco Advantage" U.S. tax case. CAPITAL AND EXPLORATORY EXPENDITURES Capital and exploratory expenditures, including equity in such expenditures of affiliates, were $1,798 million for the first half of 1997, as compared to $1,437 million for the same period of 1996. Expenditures for the second quarter of 1997 amounted to $999 million versus $796 million for the second quarter of 1996. Texaco's continued focus on high impact projects in the U.S. upstream, both onshore and offshore, generated increased exploration and development expenditures in the first half of 1997. In the deepwater Gulf of Mexico, platform construction and development drilling continued in the Arnold and Petronius fields while delineation drilling is underway in the Fuji and Gemini prospects. Aggressive drilling and development programs in the traditional offshore shelf area and onshore, as well as enhanced oil recovery efforts in California also increased investments. Construction continued during the second quarter on a jointly owned natural gas pipeline and processing complex in the Gulf Coast area. There was, however, reduced spending this year on lease acquisitions compared to significant expenditures in 1996. - more - - 6 - Internationally, upstream investments for the first half of 1997 exceeded the aggressive activity level of 1996. Higher expenditures reflected development work in the U.K. North Sea, principally for continuing activities in the Mariner and Galley fields. Exploration and development activities continued in China and Indonesia. Downstream expenditures in the U.S. declined slightly in 1997. While spending for refinery upgrades and marketing investment decreased, construction continued on a major crude oil pipeline that will service new deepwater and subsalt production in the Gulf of Mexico. Internationally, downstream spending increased due to marketing investments and initiatives in the Asia-Pacific area by Texaco's affiliate, Caltex Petroleum Corporation, principally in Hong Kong. Texaco also continued to invest in selected Latin American growth markets. - xxx - CONTACTS: Chris Gidez 914-253-4042 Jim Swords 914-253-4156 Cynthia Michener 914-253-4743 Additional Texaco information is available on the World Wide Web at: http://www.texaco.com - 7 -
Second Quarter First Half -------------- ---------- FUNCTIONAL NET INCOME ($000,000) 1997 1996 1997 1996 - -------------------------------- ---- ----- ---- ---- Operating Earnings Petroleum and natural gas Exploration and production (a) United States $ 189 $ 243 $ 500 $ 510 International 240 103 396 233 -------- -------- -------- ------- Total 429 346 896 743 -------- -------- -------- ------- Manufacturing, marketing and distribution (a) United States 100 144 106 148 International 132 304 236 396 -------- -------- -------- ------- Total 232 448 342 544 -------- -------- -------- ------- Total petroleum and natural gas 661 794 1,238 1,287 Nonpetroleum 1 3 13 5 -------- -------- -------- ------- Total operating earnings 662 797 1,251 1,292 Corporate/Nonoperating (a) (91) (108) 300 (217) -------- -------- -------- ------- Total net income (b) $ 571 $ 689 $ 1,551 $ 1,075 ======== ======== ======== ======= Net income per common share (dollars) $ 2.14 $ 2.59 $ 5.86 $ 4.01 Average number of common shares outstanding for computation of earnings per share (000,000) 260.1 260.8 260.1 260.7 (a) Includes special items as detailed in news release. (b) Includes provision for income taxes ($000,000) $ 335 $ 342 $ 141 $ 620
- 8 -
Second Quarter First Half -------------- ---------- OTHER FINANCIAL DATA ($000,000) 1997 1996 1997 1996 - ------------------------------- ------ ------ --------- ------ Revenues $11,496 $11,261 $23,525 $21,532 Total assets as of June 30 $27,134 $25,241 Stockholders' equity as of June 30 $11,415 $10,026 Total debt as of June 30 $ 5,539 $ 5,525 Capital and exploratory expenditures (includes equity in affiliates) Exploration and production United States $ 429 $ 355 $ 781 $ 621 International 264 243 546 450 ------- ------- -------- ------- Total 693 598 1,327 1,071 ------- ------- -------- ------- Manufacturing, marketing and distribution United States 92 79 152 156 International 207 114 308 201 ------- ------- -------- ------- Total 299 193 460 357 ------- ------- -------- ------- Other 7 5 11 9 ------- ------- -------- ------- Total $ 999 $ 796 $ 1,798 $ 1,437 ======= ======= ======= ======= Texaco Inc. and subsidiary companies Exploratory expenses included above: United States $ 34 $ 44 $ 76 $ 67 International 59 46 116 92 ------- ------- -------- ------- Total $ 93 $ 90 $ 192 $ 159 ======= ======= ======= ======= Dividends paid to common stockholders $ 220 $ 208 $ 441 $ 416 Dividends per common share (dollars) $ .85 $ .80 $ 1.70 $ 1.60 Dividend requirements for preferred stockholders $ 14 $ 14 $ 28 $ 29
- 9 -
As Of -------------------------------------- CONDENSED CONSOLIDATED June 30, December 31, - ---------------------- BALANCE SHEET ($000,000) 1997 1996 ------------------------ ----------- ------------ (Unaudited) ASSETS - ------ Current Assets Cash and cash equivalents $ 657 $ 511 Other current assets 6,491 7,154 ------- ------- Total current assets 7,148 7,665 Investments and Advances 5,438 4,996 Net Properties, Plant and Equipment 13,584 13,411 Deferred Charges 964 891 ------- ------- Total $27,134 $26,963 ======= ======= LIABILITIES AND STOCKHOLDERS' EQUITY - ------------------------------------ Current Liabilities Short-term debt $ 472 $ 465 Other current liabilities 5,052 5,719 ------- ------- Total current liabilities 5,524 6,184 Long-Term Debt and Capital Lease Obligations 5,067 5,125 Deferred Income Taxes 809 795 Other Noncurrent Liabilities 3,663 3,829 Minority Interest in Subsidiary Companies 656 658 Stockholders' Equity 11,415 10,372 ------- ------- Total $27,134 $26,963 ======= =======
- 10 -
Second Quarter First Half -------------- ---------- OPERATING DATA - INCLUDING 1997 1996 1997 1996 - -------------------------- --------- --------- --------- ------ INTERESTS IN AFFILIATES ----------------------- Exploration and Production -------------------------- United States ------------- Net production of crude oil and natural gas liquids (000 BPD) 385 391 385 387 Net production of natural gas - available for sale (000 MCFPD) 1,677 1,685 1,666 1,666 Total net production (000 BOEPD) 665 672 663 665 Natural gas sales (000 MCFPD) 3,561 3,007 3,700 3,120 Natural gas liquids sales (including purchased LPGs) (000 BPD) 172 188 188 216 Average U.S. crude (per bbl.) $16.95 $17.30 $18.29 $16.90 Average U.S. natural gas (per mcf) $ 2.02 $ 2.07 $ 2.36 $ 2.11 Average WTI (Spot) (per bbl.) $19.97 $21.73 $21.38 $20.74 Average Kern (Spot) (per bbl.) $14.11 $15.46 $15.07 $15.18 International ------------- Net production of crude oil and natural gas liquids (000 BPD) Europe 118 110 116 115 Indonesia 153 144 147 140 Partitioned Neutral Zone 94 75 92 74 Other 68 60 67 60 ------ ------ ------ ------ Total 433 389 422 389 Net production of natural gas - available for sale (000 MCFPD) Europe 172 180 207 192 Colombia 173 111 156 113 Other 83 66 93 60 ------ ------ ------ ------ Total 428 357 456 365 Total net production (000 BOEPD) 504 449 498 450 Natural gas sales (000 MCFPD) 528 442 574 459 Natural gas liquids sales (including purchased LPGs) (000 BPD) 104 95 93 106 Average International crude (per bbl.) $16.91 $18.41 $18.22 $18.25 Average U.K. natural gas (per mcf) $ 2.59 $ 2.48 $ 2.73 $ 2.56 Average Colombia natural gas (per mcf) $ 1.12 $ .92 $ 1.09 $ .93
- 11 -
Second Quarter First Half -------------- ---------- OPERATING DATA - INCLUDING 1997 1996 1997 1996 - -------------------------- --------- --------- --------- ------ INTERESTS IN AFFILIATES ----------------------- Manufacturing, Marketing and Distribution ----------------------------------------- United States Refinery input (000 BPD) Subsidiary 418 403 413 399 Affiliate - Star Enterprise 328 318 332 317 ----- ----- ----- ----- Total 746 721 745 716 Refined product sales (000 BPD) Gasolines 512 507 505 491 Avjets 94 127 92 129 Middle Distillates 216 205 215 212 Residuals 59 62 72 62 Other 117 133 119 133 ----- ----- ----- ----- Total 998 1,034 1,003 1,027 International ------------- Refinery input (000 BPD) Europe 335 340 341 337 Affiliate - Caltex 414 266 411 383 Latin America/West Africa 55 66 59 62 ----- ----- ----- ----- Total 804 672 811 782 Refined product sales (000 BPD) Europe 494 467 495 473 Affiliate - Caltex 561 539 574 626 Latin America/West Africa 406 396 391 391 Other 74 73 55 74 ----- ----- ----- ----- Total 1,535 1,475 1,515 1,564