Filed pursuant to Rule 424(b)3
                                                  Registration No. 33-31148

                                   TEXACO INC.


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                             INVESTOR SERVICES PLAN

          The  Investor  Services  Plan  ("Plan")  of Texaco Inc.  ("Texaco"  or
"Company") provides individual  investors with a variety of services,  including
(l) automatic  reinvestment  of dividends  paid on shares of Texaco Inc.  Common
Stock  ("Common  Stock"),  (2) a means of making  optional cash  investments  in
Common  Stock of up to  $120,000  per annum,  (3) a free  custodial  service for
depositing  Common Stock  certificates  with the Plan custodian for safekeeping,
(4) a means of  purchasing  shares of Common Stock for others as gifts,  and (5)
the ability to sell shares of Common Stock through the Plan.

      The  price of  shares of  Common  Stock  purchased  under the Plan will be
either (a) if purchased  on the open market or by  negotiated  transaction,  the
average  cost of all  shares  purchased  by the  Custodian  in  relation  to the
applicable investment date, or (b) if purchased from the Company, the average of
the high and low sales  prices of the shares of Common  Stock in relation to the
applicable  investment  date,  as  reported  on  the  New  York  Stock  Exchange
Consolidated Tape. The closing price of the Common Stock on January 21, 1998, as
shown on the New York Stock  Exchange  Consolidated  Tape, was $54.00 per share.
This  prospectus  relates  to  12,000,000  shares  of  Common  Stock,  of  which
approximately  10,654,408 shares have been issued prior to the date hereof under
Registration Statement No. 33-31148, of which this Prospectus is a part. The per
share price and number of shares of Texaco  Common Stock  reflect a  two-for-one
stock split, effective September 29, 1997.

THESE  SECURITIES  HAVE NOT BEEN APPROVED OR  DISAPPROVED  BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE COMMISSION OR
ANY STATE  SECURITIES  COMMISSION  PASSED UPON THE  ACCURACY OR ADEQUACY OF THIS
PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

January 22, 1998



                             WHERE YOU CAN FIND MORE

                                   INFORMATION

           Texaco files annual,  quarterly and special reports, proxy statements
and other information with the Securities and Exchange Commission  ("SEC").  You
may read and copy any reports,  statements or other  information filed by Texaco
at the SEC's public reference rooms in Washington,  D.C., New York, New York and
Chicago, Illinois. Please call the SEC at 1-800-SEC-0330 for further information
on the public  reference  rooms.  Texaco's SEC filings are also available to the
public  from  commercial  document  retrieval  services  and  at  the  web  site
maintained  by the SEC at  "http://www.sec.gov".  Such  material  should also be
available for inspection at the library of the New York Stock Exchange, Inc., 20
Broad Street, New York, New York 10005.

      Texaco will provide  without  charge to each person to whom a copy of this
Prospectus is delivered, on the request of any such person, a copy of any or all
of the documents  incorporated  herein by reference (other than exhibits to such
documents,  unless such exhibits are  specifically  incorporated by reference in
such  documents).  Written  or  telephone  requests  for such  copies  should be
directed to Investor  Services,  Texaco Inc.,  2000  Westchester  Avenue,  White
Plains, New York 10650 (Telephone: (914) 253-4000 or (800) 283-9785).














                                      - 2 -


                         ADVANTAGES AND FEATURES OF THE

                             INVESTOR SERVICES PLAN

      Some of the  advantages  and  features of the Plan which are  described in
this Prospectus are:

      o  Participants   may   acquire   additional   shares  of   Common   Stock
         automatically by reinvesting  their cash dividends in additional shares
         of Common Stock.

      o  Participants  may make optional cash purchases of additional  shares of
         Common Stock via check or preauthorized debit from their bank account.

      o  Persons  not  presently  owning  shares  of  Common  Stock  may  become
         participants  by making an initial cash  investment for the purchase of
         Common Stock of not less than the amount  specified in the  application
         and not more than $120,000.

      o  Dividends  are  calculated on all full and  fractional shares of Common
         Stock in the Plan.

      o  Participants  may deposit their Common Stock  certificates, at no cost,
         with the Custodian for safekeeping.

      o  Participants  may direct the Company to transfer,  at no cost, all or a
         portion of their shares of Common Stock in the Plan.

      o  Participants may purchase shares of Common Stock for family members and
         others  by  making  cash   investments  on  their  behalf  and  receive
         attractive gift certificates for presentation to the recipients.

      o  Participants may sell Plan shares through the Plan.

      o  Personal  recordkeeping  is  simplified  by  the  Company's issuance of
         statements indicating account activity.


                                     - 3 -


                              TERMS AND CONDITIONS
Plan Administration

      The  Company,  through its Investor  Relations  and  Shareholder  Services
Department,  administers the Plan,  keeps records,  sends  statements of account
activity to participants and performs clerical and ministerial duties related to
the Plan.  Chase  Manhattan  Bank, as the current Plan Custodian  ("Custodian"),
purchases, sells and holds all shares of Common Stock acquired under the Plan.

      All inquiries and instructions concerning the Plan should be directed to:

      Texaco Inc.
      Investor Services Department
      2000 Westchester Avenue
      White Plains, New York 10650
      Telephone: (800) 283-9785
      Telefax: (914) 253-6286
      E-mail: invest@texaco.com

      Please include in all  correspondence  your  shareholder  account  number,
taxpayer  identification  number (social security number) and daytime  telephone
number where you may be contacted  during  normal  working hours to facilitate a
prompt response.

Plan Enrollment

      If you are currently a shareholder  of record,  you may enroll in the Plan
at any time by completing  and returning an enrollment  form.  Requests for such
forms should be directed to the Company,  either by telephone or in writing,  or
may be obtained from our web site: http://www.texaco.com

      If you  are  not a  shareholder  of  record,  you  may  join  the  Plan by
completing and returning an enrollment  form together with an initial payment of
not less than the amount specified in the form and not more than $120,000, which
will be used to purchase Common Stock for your account.

          Your initial  investment  will be invested in Common Stock on the next
Investment Date, as hereinafter defined ("Investment Date"), provided that it is
received by the  Custodian at least two business  days prior to such  Investment
Date. Purchases of Common Stock for your account are made as soon as practicable
after  receipt of your  initial  investment,  and in no event later than 30 days
after 

                                     - 4 -



receipt. For months in which a dividend is paid, the dividend payment date is an
Investment  Date.  Other  Investment  Dates during any month shall be determined
solely at the discretion of the Custodian,  although it has been the practice of
the  Custodian  to make  purchases  on behalf of Plan  participants  three times
during each month,  usually  around the 10th,  20th and last business day of the
month. The Company has no reason to believe that the Custodian intends to change
this practice.

      Enrollment  forms  with  initial  investments  must  be  received  by  the
Custodian  at least  two  business  days  prior to the  Investment  Date and are
subject to review by the Company. Interest is not paid on any payments received,
and they do not earn dividends prior to their  investment.  Therefore,  it is to
your  benefit to mail the payments so that they are  received  shortly,  but not
less than two business days, before an Investment Date.

      All initial investments must be made by check for U.S. dollars, drawn on a
U.S.  bank and  payable to "Texaco  Inc." and are subject to  collection  by the
Company for the full face value in U.S. funds.  Within 30 days after  completion
of your initial investment, Texaco will mail to you a statement notifying you of
the  establishment  of your  account  and  setting  forth  the  details  of such
investment.  Receipt of such statement serves as notification of your enrollment
in the Plan.

Optional Cash Payments

      Once you are enrolled in the Plan, you may make additional share purchases
using the Plan's  optional cash payment  features.  The only  restrictions  that
apply to making these  investments  are that they be made in amounts of not less
than $50 per  transaction  nor more than  $120,000 per annum,  inclusive of your
initial investment. Texaco cannot waive these restrictions.

      The  Custodian  will  invest  your  payment on the next  Investment  Date,
provided  it is  received at least two  business  days prior to that  Investment
Date. The Custodian will commingle your payment with those of other participants
and apply them to the purchase of additional  shares of Common  Stock,  which it
will hold as custodian.

Preauthorized Debit

      You may instruct us to automatically  invest a specified  amount,  but not
less than $50,  monthly or  quarterly  by deducting  directly  from a U.S.  bank
account by completing a Preauthorized Debit Authorization Form and mailing it to
the Company.  Funds will be transferred from your bank account two business days
prior to the Investment Date (usually around the 10th of the month). Termination
or 

                                     - 5 -



any change of Preauthorized Debit instructions must be made in writing or by fax
at least two weeks prior to the next Investment Date.

      As is the case with initial  investments,  Texaco will not pay interest on
any optional cash payments  received and held for investment  under the Plan and
payments do not earn dividends prior to their  investment.  Therefore,  it is to
your  benefit to mail an  optional  cash  payment so that it is  received by the
Custodian  shortly,  but not less than two business  days,  before an Investment
Date.

Refunds of Initial Investments and Optional Cash Payments

      Upon written request,  the Company will refund your initial  investment or
any optional cash  payment,  provided your request is received by the Company at
least two business days prior to the next Investment Date.  Refunds will be made
within three weeks.

Dividend Reinvestment Options

      You may elect to reinvest either all or none of your dividends.

      If  you   participate  in  the  Plan's   dividend   reinvestment   option,
reinvestment  will commence with the first  dividend  payable after the dividend
Record Date  following  your  enrollment.  Dividend  Record  Dates are  publicly
announced by the Company.

      On each applicable Investment Date, Texaco will promptly,  after deducting
withholding  taxes,  if any,  commingle  and pay over to the  Custodian all cash
dividends  payable on shares held by the Custodian for all  participants who are
reinvesting  their dividends in the Plan. The Custodian will apply the dividends
to the  purchase  of shares of Common  Stock,  which it will hold as  custodian.
Texaco will credit the proportionate  number of shares (computed to four decimal
places) purchased by the Custodian to each participant's account.

Direct Deposit

      If you  elect to  receive  your  dividends  by  check,  you can have  them
deposited  directly  into your  bank  account  by  completing  a Direct  Deposit
Authorization  Form and mailing it to the Company.  Termination or any change of
Direct  Deposit  instructions  must be made in  writing  or by fax  prior to the
Record Date for the next dividend.


                                     - 6 -



Purchase of Shares

      The  Custodian may purchase  shares for the Plan from the Company,  to the
extent the Company makes such shares  available,  from any  securities  exchange
where Common Stock is traded, in the  over-the-counter  market, or by negotiated
transactions,  and may make such  purchases on such terms as to price,  delivery
and otherwise,  as the Custodian may  determine.  The Company may not change its
determination  that  Common  Stock will be  purchased  for  participants  by the
Custodian  directly  from the Company or on the open market more than once every
three  months.  Furthermore,  the Company will not exercise  such right absent a
determination  by its Board of  Directors  or Chief  Financial  Officer that the
Company has a need to raise additional  capital or there is another valid reason
for the change.

      The Custodian may commingle each  participant's  funds with those of other
participants for the purpose of executing  purchases and may offset purchases of
shares against sales of shares to be made for  participants  under the Plan with
respect  to  the  same  Investment  Date.  Neither  Texaco  nor  any  affiliated
purchasers  will exercise any direct or indirect  control or influence  over the
times when or prices at which the  Custodian  may purchase  Common Stock for the
Plan, the amounts of shares to be purchased or the selection of a  broker-dealer
through which purchases for the Plan may be executed.

      The price that you will pay for any shares purchased will be either (a) if
purchased on the open market or by negotiated  transaction,  the average cost of
all shares  purchased by the Custodian in relation to the applicable  Investment
Date, which cost includes brokerage commissions of approximately $.04 per share,
or (b) if the shares are purchased from the Company, the average of the high and
low sales  prices of the shares of Common  Stock in relation  to the  applicable
Investment Date, as reported on the New York Stock Exchange Consolidated Tape.

Statements

      After each transaction is made, a detailed statement will be mailed to you
indicating, among other things, the dollar amount, the number of shares acquired
or withdrawn and the cost per share.



                                     - 7 -



Stock Certificates

      All shares  purchased on your behalf  through the Plan will be held by the
Custodian in book-entry form. You can, however,  at any time and without charge,
obtain a  certificate  for all or part of the full shares  credited to your Plan
account by making a request in writing to the Company.

      Stock  certificates  and/or  checks will be forwarded  only to you or your
legal representative.

Custodian Service Option

      The  Plan's  Custodian  Service  allows you to  deposit  all Common  Stock
certificates  held by you with the Custodian for safekeeping.  The advantages of
participating in this service are:

      o  The  risk  associated  with  the  loss of your  stock  certificates  is
         eliminated. If your certificates are lost or stolen, you cannot sell or
         transfer them without first obtaining  replacement  certificates.  This
         process could take several weeks and will result in cost and paperwork,
         both for you and for the Company.

      o  Certificates  deposited  with the  Custodian  are  treated  in the same
         manner as shares  purchased  through the Plan, and may be  conveniently
         and efficiently sold or transferred through the Plan.

      To  participate  in the Custodian  Service  Option,  you must complete and
return an enrollment form along with all Common Stock  certificates held by you.
You can obtain an  enrollment  form from the  Company by calling or writing  the
Company's Investor Relations and Shareholder  Services Department at the address
shown  under  "Plan  Administration".   No  partial  deposits  of  Common  Stock
certificates  with the  Custodian  are  permitted.  If you have lost any of your
certificates,  they must be replaced before you can participate in the Custodian
Service Option.

                                     - 8 -



Gifting Plan Shares to Others

      You can gift Texaco Common Stock to other persons in three ways:

      (1)  By making an  initial  investment  to  establish  an  account  in the
           recipient's  name.  Simply  complete  and  submit to the  Company  an
           enrollment  form in the  recipient's  name together with the required
           initial investment specified in the enrollment form;

      (2)  By submitting an optional  cash payment in an amount of not less than
           $50  nor  more  than  $120,000,  on   behalf  of   an  existing  Plan
           participant; or

      (3) By transferring shares from your account to another person.

      All   accounts   opened  will  be   automatically   enrolled  in  dividend
reinvestment,  and, in all cases where gifting is indicated,  an attractive gift
certificate will be sent to you, free of charge,  for presentation by you to the
recipient.

Sale of Shares

      You can sell all or part of your book-entry shares held by  the  Custodian
by  furnishing  the Company  with written  instructions,  either by letter or by
telefax,  signed  by all  registered  holders.  Neither  e-mail,  nor  telephone
instruction  will be accepted.  The Company  cannot,  however,  sell for you any
certificated shares that you may be holding unless they are first deposited with
the Custodian pursuant to the Custodian Service Option.

      Sales  for Plan  participants  are made by the Plan  Custodian  as soon as
practicable  and in no event later than 30 days after  receipt by the Company of
written instructions. Sales are generally made once a week on the open market at
prevailing market prices.

      When you sell your  shares,  the price per share that you will  receive is
the average  price of all shares sold by the  Custodian  on that day,  less your
proportionate share of the brokerage commission of approximately $.04 per share,
transfer taxes, if any, and withholding tax, if any.


                                     - 9 -


Transfer of Shares Held in the Plan

      You may change the ownership of  all or part of your Plan shares through a
gift, a private sale or otherwise by mailing to the Company a properly  executed
Stock  Assignment  Form  (which you can obtain  from the  Company or a financial
institution), a signature guarantee, and a letter of instruction.

      When you transfer shares to another person,  unless instructed  otherwise,
the  Custodian  will retain the shares,  and enroll the  transferee in automatic
dividend reinvestment.  The new participant will receive a statement showing the
number of shares thus transferred and credited to his or her Plan account.

Changing Your Plan Options

      You can change the  elections  you have made under the Plan at any time by
providing  written  notice to the Company.  The Company will accept  notice only
from you or a person duly authorized in writing to act on your behalf.

      Your  enrollment  in the Plan will be  automatically  terminated if you no
longer  hold any shares of record or your Plan  shares  total less than one full
share of Common Stock. Upon automatic termination,  you will receive a check for
the proceeds from the sale of the fractional share,  less brokerage  commission,
transfer taxes, if any, and withholding tax, if any. With respect to the sale of
fractional  shares,  the Company will pay cash to you in an amount determined in
the same manner as provided with respect to the sale of full shares.

Tax Consequences of Participation in the Plan

      The amount of cash  dividends  paid by the Company is  considered  taxable
income,  even though  reinvested under the Plan. The information  return sent to
you and the IRS at  year-end  will show as  dividend  income the full  amount of
dividends  reinvested under the Plan, as well as cash dividends paid directly to
you, if any. For U.S.  Federal income tax purposes,  the cost basis of shares of
Common  Stock  acquired  through the Plan on any given  Investment  Date will be
determined  by  dividing  the  total of the  dividends  reinvested  net of taxes
withheld,  if any, and your  optional  cash  payments,  if any, by the number of
shares of Common Stock,  including  fractional  shares, if any, acquired on your
behalf by the Custodian on that Investment Date.


                                     - 10 -



      In the case of shareholders  whose  dividends are subject to U.S.  Federal
income tax  withholding,  or backup  withholding,  the  Custodian  will reinvest
dividends less the amount of tax required to be withheld.

      The sale of shares through the Plan will be reported to the IRS and you on
Form l099-B.

      You should  consult  with your tax advisor for advice  applicable  to your
particular situation.

Stock Splits, Stock Dividends and Rights Offerings

      Any dividends in the form of shares of stock and any shares resulting from
a stock  split  on  shares  held  of  record  by the  Custodian  will  be  added
proportionately  to your  account in book entry  form.  In the event that Texaco
makes available to its holders of Common Stock rights to subscribe to additional
shares,  debentures  or other  securities,  the  Custodian  will sell the rights
received  on shares  held of  record  by it as  custodian  and will  invest  the
proceeds  from the sale in  additional  shares of  Common  Stock  which  will be
credited  proportionately  to  your  account.  However,  if you  wish to be in a
position  to  exercise  such  rights you may  withdraw  shares  credited to your
account as provided above.

Voting Rights

      A proxy card will be mailed to you representing the shares of Common Stock
held in your Plan  account  combined  with any other shares of Common Stock that
you may own of record.  Shares  credited to your  account  under the Plan on the
record date for a vote of  shareholders  will be voted in  accordance  with your
instructions. Plan shares for which voting instructions are not received will be
voted by the persons named in the proxy card as your proxy in the same manner as
a majority of the Plan shares are voted by Plan participants on the matter.

Limitations on Liability

      Neither Texaco nor the Custodian  shall be liable for any act done in good
faith or for any omission to act, including,  without limitation,  any claims of
liability  (a) with respect to the prices at which shares are  purchased or sold
for your account and the times when such purchases or sales are made  (provided,
however,  that  nothing  herein  shall be deemed to  constitute  a waiver of any
rights that you might have under the Securities Act of 1933 or other  applicable
federal  securities laws), or (b) for any fluctuation in the market value before
or after  purchase or sale of shares,  or (c) for  continuation  of your account
until receipt by Texaco of written notice of termination or written  evidence of
your death.

                                     - 11 -


Changes to the Plan

      Texaco reserves the right to amend, modify, suspend or terminate the Plan,
or any provision thereof,  but such action shall have no retroactive effect that
would prejudice the interest of participants.

Governing Law

      The terms and conditions of the Plan and its operation are governed by the
laws of the State of New York.


                                   TEXACO INC.

           Texaco Inc.  was  incorporated  in Delaware on August 26, 1926 as The
Texas Corporation. Its name was changed in 1941 to The Texas Company and in 1959
to Texaco Inc. It is the  successor of a  corporation  incorporated  in Texas in
1902. Its principal  executive  offices are located at 2000 Westchester  Avenue,
White Plains, New York 10650; telephone number (914) 253-4000.

      Texaco, together with affiliates owned 50% or less, represent a vertically
integrated  enterprise  principally engaged in the worldwide exploration for and
production, transportation, refining and marketing of crude oil, natural gas and
petroleum products.

      For a  complete  description  of  the  Common  Stock  and  of  the  terms,
conditions  and voting rights of the Company's  currently  authorized and issued
preferred  stock,  reference is made to Texaco Inc.'s  Restated  Certificate  of
Incorporation,  which is appended as Exhibit 3(a) to Texaco Inc.'s  Registration
Statement (No. 333-36679) on Form S-4 dated and filed on September 29, 1997.


                                 USE OF PROCEEDS

           At present,  it is expected that  purchases of Common Stock under the
Plan will be made by the  Custodian in the open market and that the Company will
not  receive any  proceeds  therefrom.  If  purchases  of Common  Stock are made
directly  from the  Company,  the Company  intends to use the net  proceeds  for
working  capital,  for  retirement  of debt  and  for  other  general  corporate
purposes.

                                     - 12 -


                       DOCUMENTS INCORPORATED BY REFERENCE

      The SEC rules allow Texaco to "incorporate by reference"  information into
this  Prospectus,  which means important  information may be disclosed to you by
referring you to another document filed separately with the SEC. The information
incorporated  by reference is deemed to be part of this  Prospectus,  except for
any information  superseded by information in (or  incorporated by reference in)
this  Prospectus.  This  Prospectus  incorporates by reference the documents set
forth  below  that have been  previously  filed  with the SEC.  These  documents
contain important information about Texaco and its finances.

Texaco SEC Filings (File No. 1-27) Period - ---------------------------------- ------ Annual Report on Form 10-K Year ended December 31, 1996. Quarterly Reports on Form 10-Q Quarters ended September 30, 1997, June 30, 1997 and March 31, 1997. Current Reports on Form 8-K Filed November 6, 1997; October 21, 1997; August 19, 1997; July 25, 1997; July 22, 1997; July 17, 1997; June 19, 1997; April 22, 1997; March 19, 1997; January 29, 1997; January 23, 1997 and January 7, 1997. Proxy Statement on Schedule 14A for 1997 Dated March 27, 1997. Annual Meeting
Texaco is also incorporating by reference additional documents that it may file with the SEC between the date of this Prospectus and the termination of the offering described in this Prospectus. These documents may contain information that supersedes previously filed information. You can obtain copies of any of the documents described above through Texaco or the SEC. Documents incorporated by reference are available from Texaco without charge, excluding all exhibits unless we have specifically incorporated by reference an exhibit in this Prospectus. You may obtain documents incorporated by reference in this Prospectus by requesting them in writing or by telephone from Texaco at the following address: TEXACO INC. 2000 Westchester Avenue White Plains, New York 10650 Tel: (914) 253-4000 Attention: Secretary - 13 - LEGAL OPINION Matters with respect to the legality of the Common Stock of Texaco Inc. being offered hereby have been passed upon by Michael H. Rudy, Senior Attorney of the Company. Mr. Rudy owns shares of Common Stock. EXPERTS The audited consolidated financial statements and schedules included or incorporated by reference in the Annual Report of Texaco Inc. for the fiscal year ended December 31, 1996 filed on Form 10-K, incorporated herein by reference, have been audited by Arthur Andersen LLP, independent public accountants, as indicated in their reports with respect thereto, and are incorporated by reference herein in reliance upon the authority of said firm as experts in accounting and auditing in giving said reports. - 14 - INDEMNIFICATION OF DIRECTORS AND OFFICERS Under the provisions of Section 145 of the Delaware Corporation Law and Article V of the By-Laws of the Company, directors and officers of the Company are indemnified by the Company under certain circumstances for certain liabilities and expenses. Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Company pursuant to the foregoing provisions or otherwise, the Company has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in said Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Company of expenses incurred or paid by a director, officer or controlling person of the Company in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Company will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in said Act, and will be governed by the final adjudication of such issue. The Company would recover indemnification payments under the provisions of its various Directors and Officers Liability and Company Reimbursement insurance policies, subject to deductibles and other specified exclusions set forth in the policies. Further, directors or officers of the Company may recover directly under the policies in certain instances where the Company itself does not provide indemnification. - 15 - ================================================================================ No person is authorized to give any information or to make any representations other than those contained in this Prospectus, and if given or made, such information or representation must not be relied upon as having been authorized. This Prospectus does not constitute an offer to sell or a solicitation of an offer to buy any securities other than the securities offered by this Prospectus or an offer to sell or a solicitation of an offer to buy such securities in any jurisdiction or to any person to whom it is unlawful to make such offer or solicitation in such jurisdiction. Neither the delivery of this Prospectus nor any sale made hereunder shall, under any circumstances, create any implication that there has been no change in the affairs of the Company since the date hereof, or that the information herein contained or incorporated by reference is correct as of any time subsequent to the date hereof.
TABLE OF CONTENTS WHERE YOU CAN FIND MORE INFORMATION.................. 2 ADVANTAGES AND FEATURES OF THE INVESTOR SERVICES PLAN.......................... 3 TERMS AND CONDITIONS................................. 4 Plan Administration ............................ 4 Plan Enrollment ................................ 4 Optional Cash Payments ......................... 5 Preauthorized Debit............................. 5 Refunds ....................................... 6 Dividend Reinvestment Options................... 6 Direct Deposit.................................. 6 Purchase of Shares ............................. 7 Statements...................................... 7 Stock Certificates ............................. 8 Custodian Service Option ....................... 8 Gifting Plan Shares to Others .................. 9 Sale of Shares ................................. 9 Transfer of Shares Held in the Plan ............ 10 Changing Your Plan Options ..................... 10 Tax Consequences of Participation in the Plan... 10 Stock Splits, etc. ........................... 11 Voting Rights .................................. 11 Limitations on Liability ....................... 11 Changes to the Plan ............................ 12 Governing Law .................................. 12 TEXACO INC........................................... 12 USE OF PROCEEDS...................................... 12 DOCUMENTS INCORPORATED BY REFERENCE.................................... 13 LEGAL OPINION........................................ 14 EXPERTS.............................................. 14 INDEMNIFICATION OF DIRECTORS AND OFFICERS.................................... 15 ================================================================================ ================================================================================ TEXACO INC. Investor Services Plan [logo] PROSPECTUS --------------------- January 22, 1998 --------------------- ================================================================================