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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):
                                October 21, 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
- - ---------------------

1.                On October 21, 1997, the  Registrant  issued an Earnings Press
                  Release entitled "Texaco Reports Strong Results: Third Quarter
                  1997 Earnings Total $490 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 October 21,
                           1997,   entitled   "Texaco  Reports  Strong  Results:
                           Third  Quarter 1997 Earnings Total $490 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:  October 21, 1997
       ----------------
                                                                    EXHIBIT 99.1


                        TEXACO REPORTS STRONG RESULTS;
                        ------------------------------
                THIRD QUARTER 1997 EARNINGS TOTAL $490 MILLION
                ----------------------------------------------

FOR IMMEDIATE RELEASE:  TUESDAY,  OCTOBER  21,  1997.
- - ----------------------------------------------------
         WHITE PLAINS, N.Y., Oct. 21 - Significantly improved downstream results
and upstream  production  gains  were  key  contributors to strong third quarter
1997  earnings,  Texaco  Chairman and  Chief  Executive  Officer   Peter   Bijur
reported today.
         Texaco's  total  reported net income for the third  quarter of 1997 was
$490 million, or $.91 per share.  Net  income  for the third quarter of 1996 was
$434  million,  or $.80 per  share.  For the first  nine  months of 1997,  total
reported net income was $2,041  million,  or $3.84 per share,  as compared  with
$1,509  million,  or $2.81 per  share,  for  the  first nine months of 1996. Per
share amounts  reflect  the  two-for-one  stock split,  effective  September 29,
1997. Commenting on the third quarter 1997, Bijur highlighted the following:
              o  Net income rose 13 percent to $490 million.
              o  Worldwide production rose three percent.
              o  Branded gasoline sales in the U. S. increased six percent.
              o  Quarterly dividend increased six percent to $.45 per share.
              o  Year-to-date  capital  and  exploratory  expenditures  grew  34
                 percent to $3.0 billion.

         Bijur further stated, "The solid third quarter performance reflects the
momentum  we  are  building  at   Texaco.   Downstream   earnings  significantly
improved in the third quarter  this  year.  Increased  refinery  throughput  and
higher gasoline sales volumes complimented higher margins. Upstream earnings for
the third   quarter  were  below  last  year due to the  impacts of lower  crude
prices  and  higher  exploratory  activities.    However,  these   factors  were
partially  offset by higher  production in the  Partitioned  Neutral  Zone,  the
addition  of  production  from  the U.K.  Captain field and higher U.S.  natural
gas prices."
         Bijur also pointed to two major upstream  initiatives  announced during
the  third   quarter  which    demonstrate   Texaco's   commitment   to  enhance
shareholder  value.  "We continue our efforts  to  strengthen  our   competitive
position in the global energy market.  We acquired a 20 percent  interest in the
giant  Karachaganak   field  in  Kazakstan  and  announced  plans to acquire the
California  heavy  oil  producer,  Monterey  Resources,  Inc.   Each   will  add
significantly  to our growing  worldwide  production  and reserve base." He also
stated,  "Our  two-for-one  stock  split  and the six percent  quarterly  common
stock dividend increase are further evidence of our continued  confidence in our
ability to grow earnings and cash flow."

                                   - more -





                                      - 2 -

         Bijur  concluded,   "We  launched  our  `Texaco.  A  World  of  Energy'
advertising  campaign that will capitalize on the relentless  drive,  commitment
and  creativity  of Texaco  employees.  This  campaign  and our new  eight  year
sponsorship  of the U.S.  Olympic team will  strengthen  our efforts to position
Texaco as a world-class, global energy company."
         For the first nine months of 1997,  net income before special items was
$1,422 million,  or $2.65 per share,  as compared with $1,285 million,  or $2.38
per share, for the first nine months of 1996.

Third Quarter Nine Months ------------- ----------- Texaco Inc. (Millions): 1997 1996 1997 1996 - - ----------------------------------------------------------------------------------------------------------------- Net income before special items $490 $434 $1,422 $1,285 ---- ---- ------ ------ Gains on major asset sales - - 174 224 Financial reserves for various issues - - (43) - Tax issues - - 488 - ---- ---- ------ ------ - - 619 224 ---- ---- ------ ------ Total reported net income $490 $434 $2,041 $1,509 ==== ==== ====== ====== - - -----------------------------------------------------------------------------------------------------------------
The following functional analysis includes details on special items. ANALYSIS OF OPERATING EARNINGS EXPLORATION AND PRODUCTION
Third Quarter Nine Months ------------- ----------- UNITED STATES (Millions): 1997 1996 1997 1996 - - ------------------------------------------------------------------------------------------------------------------- Operating earnings before special items $232 $ 262 $775 $ 772 Special items - - (43) - ----- ------ ------ ----- Total operating net income $232 $262 $732 $772 - - -------------------------------------------------------------------------------------------------------------------
In the U.S. upstream, third quarter 1997 earnings were below last year's level as the benefits of higher natural gas prices could not offset lower crude oil prices and higher operating expenses associated with increased activities. Average realized crude oil and natural gas prices for the third quarter of 1997 were $16.56 per barrel and $2.13 per thousand cubic feet (MCF); $1.37 per barrel lower and $.11 per MCF higher than 1996. Ample worldwide supply levels led to the weaker crude oil prices. Earnings before special items for nine months of 1997 were slightly above 1996. Higher realized commodity prices offset lower gas trading results and higher expenses associated with increased operating and exploratory activities. Average realized crude oil and natural gas prices for nine months of 1997 were $17.71 per barrel and $2.28 per MCF; $.47 per barrel and $.20 per MCF higher than 1996. Production gains from new and existing fields, particularly in the Gulf of Mexico and Louisiana, offset declines from maturing fields. - more - - 3 - Results for 1997 included a second quarter special charge of $43 million for the establishment of financial reserves for royalty and severance tax issues.
Third Quarter Nine Months ------------- ----------- INTERNATIONAL (Millions): 1997 1996 1997 1996 - - ------------------------------------------------------------------------------------------------------------------- Operating earnings before special items $103 $132 $338 $365 Special items - - 161 - ---- ---- ---- ---- Total operating net income $103 $132 $499 $365 - - -------------------------------------------------------------------------------------------------------------------
In the international upstream, third quarter and nine months 1997 earnings before special items were below 1996 levels. Improved production only partly offset the cost of Texaco's expanded exploration programs, lower gas trading results in the U.K. and lower crude prices. Average realized crude oil prices were $16.88 per barrel for the third quarter and $17.79 per barrel for the nine months 1997; $2.55 and $.85 per barrel below 1996 prices. Production in 1997 increased 10 percent over last year. New production from the Captain field in the U.K. North Sea and record production in the Partitioned Neutral Zone contributed to the increase. Also, new activities coming onstream late in 1996 in the Bagre field offshore Angola and in the Danish North Sea led to higher liquids production this year. Natural gas production in 1997 benefited from a full nine months of operations at the Dolphin field in Trinidad and from the Chuchupa "B" field in Colombia. Results for the third quarter and nine months of 1997 included noncash currency benefits of $13 million and $26 million, due to the weakening of the Pound Sterling versus the U.S. dollar relating to deferred income taxes, compared to minimal charges in 1996. Results for 1997 included second quarter 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. MANUFACTURING, MARKETING AND DISTRIBUTION
Third Quarter Nine Months ------------- ----------- UNITED STATES (Millions): 1997 1996 1997 1996 - - -------------------------------------------------------------------------------------------------------------------- Operating earnings before special items $132 $94 $225 $242 Special items - - 13 - ---- --- ---- ---- Total operating net income $132 $94 $238 $242 - - --------------------------------------------------------------------------------------------------------------------
In the U.S. downstream, strong gasoline demand bolstered third quarter 1997 margins. Gulf Coast sour crude cracking margins also were higher in the third quarter of 1997, maintaining the strength shown throughout the year. Improved refinery operations and higher gasoline sales volumes also benefited 1997 results. - more - - 4 - During the first nine months of 1997, Gulf Coast sour crude cracking margins were higher than last year. However, weaker West Coast margins in the first half of the year contributed to the lower earnings for the nine months of 1997 versus the same period in 1996. Last year, regional refining problems and new California gasoline formulation requirements caused a supply disruption resulting in margin increases that peaked in the second quarter of 1996. In 1997, competitive pressures and increased costs dampened West Coast margins; however, third quarter margin increases resulted in a modest recovery. Additionally, the impact of refinery fires late in 1996 and early 1997 at the Los Angeles, California, refinery resulted in property damage and processing unit downtime in the first quarter of 1997. Lower crude oil trading margins and clean-up costs from the May pipeline break in Lake Barre, Louisiana, also contributed to the decline in 1997 earnings. Results for 1997 included a second quarter special gain of $13 million from the sale of credit card operations.
Third Quarter Nine Months ------------- ----------- INTERNATIONAL (Millions): 1997 1996 1997 1996 - - --------------------------------------------------------------------------------------------------------------- Operating earnings before special items $134 $37 $370 $209 Special items - - - 224 ---- --- ---- ---- Total operating net income $134 $37 $370 $433 - - ---------------------------------------------------------------------------------------------------------------
In the international downstream, the strong 1997 earnings before special items reflected higher manufacturing and marketing results. The refining segment experienced improved margins and lower expenses. Improved U.K. marketing results reflected a recovery from significantly depressed 1996 margins. Increased sales volumes and stronger marketing margins in Latin America also contributed to the higher earnings. Lower results in Scandinavia, primarily from competitive pressures in the Norwegian marketplace, partly offset these improvements. In the Caltex area of operations, third quarter and nine months 1997 benefited from higher earnings in Korea through improved petrochemical results, refining margins and higher refined product sales. Currency devaluations, notably in Thailand, Malaysia and the Philippines, have caused an erosion in third quarter marketing margins due to the inability to fully recover feedstock costs. Prices are being raised to restore margins as quickly as market forces and regulations permit. In the third quarter, favorable balance sheet currency translations caused by the devaluations more than offset related product margin declines. Results for 1996 included a second quarter 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. - more - - 5 - CORPORATE/NONOPERATING RESULTS
Third Quarter Nine Months ------------- ----------- (Millions): 1997 1996 1997 1996 - - ----------------------------------------------------------------------------------------------------------------- Results before special items $(114) $(97) $(302) $(314) Special items - - 488 - ----- ---- ----- ----- Total corporate/nonoperating $(114) $(97) $ 186 $(314) - - -----------------------------------------------------------------------------------------------------------------
During the third quarter 1997, corporate expenses increased with the introduction of the new advertising campaign. Comparative nine months 1997 results benefited from reduced interest expense due to lower debt levels and slightly lower interest rates. Additionally, 1997 included higher gains on sales of marketable securities held for investment by insurance operations. Results for nine months 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 $3,023 million for the first nine months of 1997, as compared to $2,252 million for the same period of 1996. Increased U.S. exploration and production expenditures in 1997 reflected the continued focus on strategic projects both onshore and offshore, especially in the deepwater Gulf of Mexico. Platform construction and development drilling is underway in the Petronius and Arnold fields while delineation drilling continues in the Fuji and Gemini prospects. Additionally, enhanced oil recovery efforts in California and drilling and development programs in the traditional offshore shelf area and onshore increased investments. Construction continued during the third quarter on a jointly-owned natural gas pipeline and processing complex in the Gulf Coast area. Internationally, exploration and production expenditures in 1997 were 30 percent higher than last year. During the third quarter 1997, Texaco acquired a 20 percent interest in Kazakstan's giant Karachaganak oil and gas field. One of the largest oil and gas fields in the world, the Karachaganak field holds huge quantities of recoverable reserves. Development work in Indonesia continued, including expenditures for enhanced oil recovery installations. In the U.K., North Sea activities in the Galley and Mariner fields moved forward while work in the Erskine field neared completion with start-up production expected shortly. Exploration activities expanded with significant spending in China, Indonesia and Nigeria. - more - - 6 - Downstream expenditures outside the U.S. showed a significant increase in marketing investments for facilities and service station reimaging throughout the Asia-Pacific area by Texaco's affiliate, Caltex Petroleum Corporation. Marketing investments throughout Latin America also increased as compared to 1996. - xxx - CONTACTS: Chris Gidez 914-253-4042 Cynthia Michener 914-253-4743 Faye Cox 914-253-7745 Ken Sniffen 914-253-4114 Additional Texaco information is available on the World Wide Web at: http://www.texaco.com - 7 -
Third Quarter Nine Months ------------- ----------- 1997 1996 1997(a) 1996(a) ---- ---- ------- ------- FUNCTIONAL NET INCOME ($000,000) - - -------------------------------- Operating Earnings Petroleum and natural gas Exploration and production United States $ 232 $ 262 $ 732 $ 772 International 103 132 499 365 ------ ------ ------ ------ Total 335 394 1,231 1,137 ------ ------ ------ ------ Manufacturing, marketing and distribution United States 132 94 238 242 International 134 37 370 433 ------ ------ ------ ------ Total 266 131 608 675 ------ ------ ------ ------ Total petroleum and natural gas 601 525 1,839 1,812 Nonpetroleum 3 6 16 11 ------ ------ ------ ------ Total operating earnings 604 531 1,855 1,823 Corporate/Nonoperating (114) (97) 186 (314) ------ ------ ------ ------ Total net income $ 490 $ 434 $2,041 $1,509 ====== ====== ====== ====== Net income per common share (dollars)(b) $ .91 $ .80 $ 3.84 $ 2.81 Average number of common shares outstanding for computation of earnings per share (000,000)(b) 520.7 521.5 520.4 521.5 Provision for income taxes included in total net income above $ 270 $ 348 $ 411 $ 968 (a) Includes special items as detailed in this release. (b) Reflects two-for-one stock split effective 9/29/97.
- 8 -
Third Quarter Nine Months ------------- ----------- OTHER FINANCIAL DATA ($000,000) 1997 1996 1997 1996 - - ------------------------------- ------ ------ --------- -------- Revenues $11,093 $11,097 $34,618 $32,629 Total assets as of September 30 $26,815 $25,696 Stockholders' equity as of September 30 $11,617 $10,236 Total debt as of September 30 $ 5,637 $ 5,628 Capital and exploratory expenditures (includes equity in affiliates) Exploration and production United States $ 491 $ 273 $ 1,272 $ 894 International 444 312 990 762 ------- ------- ------- ------- Total 935 585 2,262 1,656 ------- ------- ------- ------- Manufacturing, marketing and distribution United States 94 78 246 234 International 178 144 486 345 ------- ------- ------- ------- Total 272 222 732 579 ------- ------- ------- ------- Other 18 8 29 17 ------- ------- ------- ------- Total $ 1,225 $ 815 $ 3,023 $ 2,252 ======= ======= ======= ======= Texaco Inc. and subsidiary companies Exploratory expenses included above: United States $ 46 $ 45 $ 122 $ 112 International 68 39 184 131 ------- ------- ------- ------- Total $ 114 $ 84 $ 306 $ 243 ======= ======= ======= ======= Dividends paid to common stockholders $ 235 $ 222 $ 676 $ 638 Dividends per common share (dollars)(b) $ .45 $ .425 $ 1.30 $ 1.225 Dividend requirements for preferred stockholders $ 14 $ 14 $ 42 $ 43 (b) Reflects two-for-one stock split effective 9/29/97.
- 9 -
CONDENSED CONSOLIDATED - - ---------------------- BALANCE SHEET ($000,000) ------------------------ As Of ------------------------------------ September 30, December 31, 1997 1996 ---------------- ------------ (Unaudited) ASSETS - - ------ Current Assets Cash and cash equivalents $ 451 $ 511 Other current assets 5,867 7,154 ------- ------- Total current assets 6,318 7,665 Investments and Advances 5,439 4,996 Net Properties, Plant and Equipment 14,093 13,411 Deferred Charges 965 891 ------- ------- Total $26,815 $26,963 ======= ======= LIABILITIES AND STOCKHOLDERS' EQUITY - - ------------------------------------ Current Liabilities Short-term debt $ 521 $ 465 Other current liabilities 5,023 5,719 ------- ------- Total current liabilities 5,544 6,184 Long-Term Debt and Capital Lease Obligations 5,116 5,125 Deferred Income Taxes 808 795 Other Noncurrent Liabilities 3,081 3,829 Minority Interest in Subsidiary Companies 649 658 Stockholders' Equity 11,617 10,372 ------- ------- Total $26,815 $26,963 ======= =======
- 10 -
Third Quarter Nine Months ------------- ----------- 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) 391 393 387 388 Net production of natural gas - available for sale (000 MCFPD) 1,722 1,708 1,686 1,680 Total net production (000 BOEPD) 678 678 668 668 Natural gas sales (000 MCFPD) 3,312 3,059 3,570 3,100 Natural gas liquids sales (including purchased LPGs) (000 BPD) 189 191 189 208 Average U.S. crude (per bbl.) $16.56 $17.93 $17.71 $17.24 Average U.S. natural gas (per mcf) $ 2.13 $ 2.02 $ 2.28 $ 2.08 Average WTI (Spot) (per bbl.) $19.78 $22.41 $20.83 $21.30 Average Kern (Spot) (per bbl.) $14.30 $14.41 $14.81 $14.92 International ------------- Net production of crude oil and natural gas liquids (000 BPD) Europe 118 115 116 115 Indonesia 150 146 148 143 Partitioned Neutral Zone 97 79 94 75 Other 64 65 67 62 ------- ------- ------ ------ Total 429 405 425 395 Net production of natural gas - available for sale (000 MCFPD) Europe 176 162 197 182 Colombia 190 124 168 117 Other 79 77 88 66 ------- ------- ------ ------ Total 445 363 453 365 Total net production (000 BOEPD) 503 466 501 456 Natural gas sales (000 MCFPD) 536 450 562 456 Natural gas liquids sales (including purchased LPGs) (000 BPD) 107 74 98 95 Average International crude (per bbl.) $16.88 $19.43 $17.79 $18.64 Average U.K. natural gas (per mcf) $ 2.55 $ 2.55 $ 2.68 $ 2.56 Average Colombia natural gas (per mcf) $ .95 $ .97 $ 1.04 $ .94
- 11 -
Third Quarter Nine Months ------------- ----------- OPERATING DATA - INCLUDING 1997 1996 1997 1996 - - -------------------------- --------- --------- --------- ------ INTERESTS IN AFFILIATES ----------------------- Manufacturing, Marketing and Distribution ----------------------------------------- United States ------------- Refinery input (000 BPD) Subsidiary 420 417 415 405 Affiliate - Star Enterprise 339 325 334 320 ----- ----- ----- ----- Total 759 742 749 725 Refined product sales (000 BPD) Gasolines 525 515 511 499 Avjets 103 122 95 127 Middle Distillates 222 217 217 214 Residuals 102 70 82 65 Other 109 132 115 133 ----- ----- ----- ----- Total 1,061 1,056 1,020 1,038 International ------------- Refinery input (000 BPD) Europe 329 334 337 336 Affiliate - Caltex 379 340 400 368 Latin America/West Africa 60 68 59 64 ----- ----- ----- ----- Total 768 742 796 768 Refined product sales (000 BPD) Europe 508 496 496 481 Affiliate - Caltex 545 555 564 602 Latin America/West Africa 440 408 408 397 Other 66 39 62 61 ----- ----- ----- ----- Total 1,559 1,498 1,530 1,541