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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 25, 1997

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                                   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
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     On  July 25, 1997, the Registrant announced that its Board of Directors has
     approved a two-for-one  split of the Registrant's common  stock effected in
     the form of a stock dividend.  The additional shares will be distributed on
     September 29, 1997, to  shareholders  of record on September 11, 1997.  The
     Board also voted to increase the  quarterly  dividend to 90 cents per share
     (on a pre-split basis) from 85 cents per share. This quarterly  dividend is
     payable on September 10, 1997, to shareholders of record on August 5, 1997.
     In this connection, on July 25, 1997, the Registrant issued a Press Release
     entitled,   "Texaco  Inc.   Announces  2-For-1  Stock  Split  and  Dividend
     Increase,"  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
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(C). Exhibits

     99.1 Press Release issued by Texaco Inc. dated July 25, 1997, entitled,  
          "Texaco Inc. Announces 2-For-1 Stock Split and Dividend Increase."




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                                   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 25, 1997
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                                                                    EXHIBIT 99.1

                    TEXACO INC. ANNOUNCES 2-FOR-1 STOCK SPLIT
                    -----------------------------------------
                              AND DIVIDEND INCREASE
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FOR  IMMEDIATE  RELEASE:    FRIDAY,  JULY  25,  1997.
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         WHITE  PLAINS,  N.Y.,  July 25 - Texaco Inc.  announced  today that its
Board of Directors  has approved a two-for-one  split of Texaco's  common stock.
The additional shares will be distributed on September 29, 1997, to shareholders
of record on September 11, 1997.
         The Board also voted to increase the quarterly dividend to 90 cents per
share  (on a  pre-split  basis)  from 85 cents per  share,  an  increase  of 5.9
percent. This dividend increase follows the third-quarter 1996 dividend increase
of five cents per share.  The  dividend is payable on  September  10,  1997,  to
shareholders of record on August 5, 1997.
         "Today's  actions  to split our stock and increase our dividend reflect
the confidence we have in achieving our plans to make  Texaco  a  global  energy
leader," said Texaco Inc.  Chairman and Chief Executive  Officer Peter I. Bijur.
"A consistent record of strong cash flows and earnings is the foundation of this
goal and demonstrates the value we bring to our shareholders."

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CONTACTS:      Chris Gidez           914-253-4042
               Jim Swords            914-253-4156