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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):
                                January 22, 1998


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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 January  22,1998,  the Registrant  issued an Earnings Press
                  Release entitled "Texaco Reports Results:  Fourth Quarter 1997
                  Earnings  of $623  Million  Cap Record  Year - 1997 Net Income
                  Exceeds $2.6  Billion," 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 the Registrant dated January 22, 1998,
                  entitled "Texaco Reports Results: Fourth Quarter 1997 Earnings
                  of $623  Million  Cap Record  Year - 1997  Net Income  Exceeds
                  $2.6 Billion."











                                   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:  January 23, 1998
                                                                    EXHIBIT 99.1

                             TEXACO REPORTS RESULTS:
          FOURTH QUARTER 1997 EARNINGS OF $623 MILLION CAP RECORD YEAR
                      1997 Net Income Exceeds $2.6 Billion

FOR  RELEASE:  THURSDAY,  JANUARY  22,  1998.
         WHITE  PLAINS,  N.Y.,  Jan.  22 -  Production  increases  and  improved
refining and marketing results in the fourth quarter were highlights  capping an
outstanding  year,  Texaco  Chairman  and Chief  Executive  Officer  Peter Bijur
reported today.
         Texaco's  total  reported net income for the fourth quarter of 1997 was
$623  million,  or $1.15 per  share,  including  net  special  benefits  of $151
million. Net income for the fourth quarter of 1996 was $509 million, or $.95 per
share,  including net special benefits of $129 million. For the year 1997, total
reported net income was $2,664  million,  or $4.99 per share,  as compared  with
$2,018  million,  or $3.77 per share,  for the year 1996. For the year 1997, net
income before special items was $1,894 million,  or $3.52 per share, as compared
with $1,665  million,  or $3.09 per share,  for the year 1996. Per share amounts
reflect the two-for-one stock split effective September 29, 1997.
         Commenting on 1997 fourth quarter and annual results, Bijur highlighted
the following:
           o  Net income before special items rose 24  percent to  $472 million,
              or $.87 per share;
           o  Worldwide production rose  11  percent quarterly  and  six percent
              annually;
           o  Refinery downtime was reduced and downstream margins improved;
           o  Expense containment continued;
           o  The $500 million stock repurchase program was completed;
           o  Annual return on average capital employed reached 13 percent; and
           o  Yearly capital and exploratory  expenditures,  including  the $1.4
              billion Monterey  acquisition,  grew 73   percent to $5.9 billion.
         Bijur  further   commented  on  the  fourth   quarter,   "The  Monterey
acquisition,  increasing production in the Captain field and the start-up of the
Erskine field led to a significant  rise in worldwide  production.  Our refining
and marketing results were significantly higher as earnings continued to recover
from last year's depressed levels. Improved refinery utilization, higher margins
and a three  percent  increase  in U.S.  branded  gasoline  sales  were  the key
contributors to the higher results.  Lower worldwide crude oil prices and higher
exploratory  expenditures  dampened  our  exploration  and  production  results.
Exploratory   expenditures  rose  21  percent  as  we  aggressively  sought  out
high-impact producing opportunities."

                                    - more -



                                      - 2 -

           Bijur  concluded,  "The recent sharp  decline in both oil and natural
gas prices as well as stagnant  refining margins will apply downward pressure on
first   quarter  1998   earnings.   Despite  the  recent   decline  in  industry
fundamentals,  aggressive  efforts  to  strengthen  our  upstream  position,  as
demonstrated by the Monterey and  Karachaganak  acquisitions,  will serve as the
foundation  to build  our  position  in the  energy  marketplace.  Our  expanded
upstream  leadership team and the establishment of a corporate  development team
will enable us to more  quickly  identify  and act upon  emerging  opportunities
across the globe. Also,  definitive  agreements were signed last week with Shell
Oil Company  combining  our western  refining  and  marketing  assets along with
nationwide  transportation,  trading, and lubricants businesses.  This brings us
closer   to   achieving   the   substantial    benefits    expected   from   the
Texaco/Shell/Saudi Aramco U.S. downstream alliance."

Fourth Quarter Year --------------------------- --------------------------- Texaco Inc. (Millions) 1997 1996 1997 1996 - --------------------------------------------------------------------------------------------------------------------------- Net income before special items $ 472 $ 380 $1,894 $1,665 ------ ------ ------ ------ Gains (losses) on major asset sales 193 (30) 367 194 Write-down of assets (41) - (41) - Tax and other issues (1) 68 487 68 Financial reserves for various issues - (32) (43) (32) Tax benefits on asset sales - 188 - 188 Employee separation costs - (65) - (65) ------ ------ ------ ------ 151 129 770 353 ------ ------ ------ ------ Total reported net income $ 623 $ 509 $2,664 $2,018 ====== ====== ====== ====== - ---------------------------------------------------------------------------------------------------------------------------
The following functional analysis includes details on special items. - more - - 3 - ANALYSIS OF OPERATING EARNINGS EXPLORATION AND PRODUCTION
Fourth Quarter Year -------------------------- -------------------------- UNITED STATES (Millions): 1997 1996 1997 1996 - -------------------------------------------------------------------------------------------------------------------------- Operating earnings before special items $ 256 $ 351 $1,031 $1,123 Special items (31) - (74) - ----- ----- ------ ------ Total operating net income $ 225 $ 351 $ 957 $1,123 - --------------------------------------------------------------------------------------------------------------------------
In the U.S. exploration and production operations, fourth quarter and year 1997 earnings were below last year as a result of lower crude oil prices and lower gas marketing results. Average realized crude oil prices for the fourth quarter and year 1997 were $16.36 and $17.34 per barrel, $3.64 and $.59 per barrel lower than the fourth quarter and year 1996. Crude oil prices have declined sharply from the fourth quarter 1996 peak due to the recent slowing of world oil demand growth and higher worldwide production creating rising inventory levels. Higher expenses associated with increased operating and exploratory activities also contributed to the decline in earnings. Production gains and higher natural gas prices benefited fourth quarter and year 1997 results. Production increased eight percent in the fourth quarter and two percent for the year. The increases are from new production, notably from the acquired Monterey properties, and continued development in the Gulf of Mexico and Louisiana. Average natural gas prices for the fourth quarter and year 1997 were $2.63 and $2.37 per thousand cubic feet (MCF), $.09 and $.18 per MCF higher than the fourth quarter and year 1996. Special items for 1997 included a fourth quarter write-down of assets of $31 million and a second quarter charge of $43 million for the establishment of financial reserves for royalty and severance tax issues.
Fourth Quarter Year -------------------------- -------------------------- INTERNATIONAL (Millions): 1997 1996 1997 1996 - ------------------------------------------------------------------------------------------------------------------------- Operating earnings before special items $ 100 $ 86 $ 438 $ 451 Special items 198 27 359 27 ----- ----- ----- ------ Total operating net income $ 298 $ 113 $ 797 $ 478 - -------------------------------------------------------------------------------------------------------------------------
In the international exploration and production operations, earnings before special items for the fourth quarter 1997 were above 1996 levels while the year results were slightly lower. Improved production only partly offset the cost of Texaco's expanded exploration programs, lower gas marketing - more - - 4 - results in the U.K. and lower crude prices. Average realized crude oil prices were $17.44 for the fourth quarter and $17.64 per barrel for the year 1997, $4.52 and $1.91 per barrel below 1996 prices. Production increased 16 percent for the fourth quarter and 11 percent for the year versus 1996. New production from the Captain and Erskine fields in the U.K. North Sea and record production in the Partitioned Neutral Zone contributed to the increase. Also, new oil and gas production in offshore areas of Angola, Denmark, Trinidad and Colombia came onstream in late 1996 and early 1997. Results for 1997 included non-cash currency charges of $5 million for the fourth quarter and a $21 million benefit for the year, due to the movement of the Pound Sterling versus the U.S. dollar relating to deferred income taxes. These compare to charges of $36 million and $38 million for the fourth quarter and year 1996. Special items for the fourth quarter of 1997 included gains on asset sales of $193 million, mainly from the sale of properties in Myanmar. Also, the quarter included a $15 million tax benefit and a $10 million write-down of assets. Additionally, the year 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, and interests in Canadian gas properties and an Australian pipeline system. The 1996 special item relates to a fourth quarter Danish deferred tax benefit. MANUFACTURING, MARKETING AND DISTRIBUTION
Fourth Quarter Year -------------------------- -------------------------- UNITED STATES (Millions): 1997 1996 1997 1996 - ------------------------------------------------------------------------------------------------------------------------- Operating earnings before special items $ 80 $ (9) $ 305 $ 233 Special items - (26) 13 (26) ----- ----- ------ ------ Total operating net income $ 80 $ (35) $ 318 $ 207 - -------------------------------------------------------------------------------------------------------------------------
U.S. refining and marketing results greatly improved in the fourth quarter of 1997 versus the comparable period in 1996. Earnings benefited from improved margins, strong branded gasoline sales and higher refinery utilization for both our East and West Coast operations. Fires at the Los Angeles, Calif., refinery in November 1996 and the Convent, LA., refinery in December 1996 caused property damage and adversely affected fourth quarter 1996 yields. Results for the year 1997 were higher than 1996 primarily due to improved earnings on the East Coast. These operations benefited from improved Gulf Coast sour crude cracking margins. Earnings for West Coast operations also surpassed 1996 as margins improved during the last half of the year. 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 and clean-up costs from a May pipeline break negatively impacted 1997 earnings. - more - - 5 - Special items for 1997 included a second quarter gain of $13 million from the sale of credit card operations. Special items for 1996 included a fourth quarter charge of $26 million, principally for a loss on the sale of a chemical facility.
Fourth Quarter Year -------------------------- -------------------------- INTERNATIONAL (Millions): 1997 1996 1997 1996 - --------------------------------------------------------------------------------------------------------------------------- Operating earnings before special items $ 160 $ 43 $ 530 $ 252 Special items (16) (26) (16) 198 ------ ----- ------ ----- Total operating net income $ 144 $ 17 $ 514 $ 450 - --------------------------------------------------------------------------------------------------------------------------
The international refining and marketing business reported higher 1997 earnings for both the quarter and year. The refining segment experienced improved margins and reduced downtime for operations in Panama. Improved U.K. marketing results reflected a recovery from significantly depressed 1996 margins and increased refined product sales volumes. Stronger marketing margins in Latin America and overall lower marketing expenses 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, 1997 earnings were higher for both the fourth quarter and year. Reflected in Caltex results were the impacts of the current economic crisis in Southeast Asia. This included favorable Korean net currency-related effects of $70 million recorded in the fourth quarter. Effective October 1, 1997, Caltex changed the functional currency used to account for its operations in Korea to the U.S. dollar. The net currency-related effects were primarily tax benefits on currency losses on U.S. obligations resulting from the devaluation of the Won. Also, the dramatic weakening of currencies versus the U.S. dollar prevented immediate recovery of dollar-based crude cost. Inventory valuation losses of $24 million associated with the recent decline in crude prices were also included in Caltex's fourth quarter 1997 earnings. Results for 1997 included a non-cash currency charge of $1 million for the fourth quarter and a $7 million benefit for the year, due to the movement of the Pound Sterling versus the U.S. dollar relating to deferred income taxes. These compare to charges of $18 million and $20 million for the fourth quarter and year 1996. Special items for 1997 included a fourth quarter charge of $16 million, primarily for a European deferred tax adjustment. Special items for 1996 included net gains of $198 million, primarily from a Caltex gain of $224 million recognized on the second quarter sale of its interest in a Japanese affiliate, reduced by a related fourth quarter tax charge of $5 million. Special items for 1996 also included a fourth quarter charge for employee separations of $21 million. - more - - 6 - CORPORATE/NONOPERATING RESULTS
Fourth Quarter Year -------------------------- --------------------------- (Millions): 1997 1996 1997 1996 - -------------------------------------------------------------------------------------------------------------------------- Results before special items $ (125) $ (96) $ (427) $ (410) Special items - 154 488 154 ------ ------ ------ ------ Total corporate/nonoperating $ (125) $ 58 $ 61 $ (256) - --------------------------------------------------------------------------------------------------------------------------
Comparative corporate/nonoperating results for the fourth quarter and year included expenses associated with the introduction of the new advertising campaign in the second half of 1997, which were partly offset by the impact of slightly lower interest rates. The 1996 fourth quarter included higher gains on sales of equity securities held for investment by insurance operations. Results for both 1997 and 1996 include special items. The "Aramco Advantage" U.S. tax case resulted in a first quarter 1997 benefit of $488 million. Special items for 1996, recorded in the fourth quarter, included $188 million of tax benefits attributable to sales of interests in a subsidiary and a $41 million benefit resulting from lower than anticipated prior years' state tax exposure. These 1996 benefits were partly offset by charges of $32 million for financial reserves for various litigation matters and $43 million for employee separation charges. CAPITAL AND EXPLORATORY EXPENDITURES Capital and exploratory expenditures, including equity in such expenditures of affiliates, were $5.9 billion for the year 1997, as compared to $3.4 billion for 1996. For the fourth quarter, expenditures totaled $2.9 billion in 1997 as compared to $1.2 billion for 1996. The 1997 amounts include $1.4 billion for the acquisition of Monterey Resources Inc., a company that produces significant quantities of heavy crude oil in California. In the United States, exploration and production expenditures increased during 1997 reflecting the continued focus on opportunities 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 prospect drilling continues in the Fuji and Gemini fields. Additionally, expenditures in 1997 reflect enhanced oil recovery efforts in California and drilling and development programs in traditional offshore shelf areas and onshore. Construction continued during the fourth quarter on a jointly-owned natural gas pipeline and processing complex in the Gulf Coast area. Internationally, exploration and production expenditures in 1997 included the acquisition of a 20 percent interest in Kazakhstan's giant Karachaganak oil and gas field. Higher expenditures also reflect development work in Indonesia, including expenditures for enhanced oil recovery installations. In the U.K., North Sea activities in the Galley and Mariner fields moved forward. Exploration and development activities continued in China, Nigeria and Indonesia. - more - - 7 - Internationally, investments in manufacturing, marketing and other facilities increased during 1997 as a result of expenditures on marketing facilities and service station re-imaging throughout Asia by Texaco's affiliate, Caltex Petroleum Corporation. Texaco also continued to invest in selected Latin American and European growth markets. Additionally, the remaining interest in the Pembroke Cracking Company was acquired from Chevron during the fourth quarter. In the U.S. downstream, investments in various pipeline construction projects in the Gulf Coast continued, as well as a refinery upgrade at Port Arthur, Texas. -xxx- CONTACTS: Faye Cox 914-253-7745 Cynthia Michener 914-253-4743 Additional Texaco information is available on the World Wide Web at: http://www.texaco.com -8-
Fourth Quarter (a) Year (a) -------------------------- ---------------------------- 1997 1996 1997 1996 ----------- ------------ ------------ ------------ FUNCTIONAL NET INCOME ($000,000) - ------------------------------------------------------------- Operating Earnings Petroleum and natural gas Exploration and production United States $ 225 $ 351 $ 957 $ 1,123 International 298 113 797 478 ----- ----- ------ ------- Total 523 464 1,754 1,601 ----- ----- ------ ------- Manufacturing, marketing and distribution United States 80 (35) 318 207 International 144 17 514 450 ----- ----- ------ ------- Total 224 (18) 832 657 ----- ----- ------ ------- Total petroleum and natural gas 747 446 2,586 2,258 Nonpetroleum 1 5 17 16 ----- ----- ------ ------- Total operating earnings 748 451 2,603 2,274 Corporate/Nonoperating (125) 58 61 (256) ----- ----- ------ ------- Total net income $ 623 $ 509 $2,664 $ 2,018 ----- ----- ------ ------- Net income per common share (dollars)(b) Basic $1.15 $ .95 $ 4.99 $ 3.77 Diluted $1.12 $ .93 $ 4.87 $ 3.68 Average number of common shares outstanding for computation of basic earnings per share (000,000)(b) 530.3 520.3 522.2 520.4 Provision for (benefit from) income taxes included in total net income above ($000,000) $ 252 $ (3) $ 663 $ 965 (a) Includes special items as detailed in this release. (b) All periods presented reflect the September 29, 1997 two-for-one stock split and the fourth quarter 1997 adoption of Statement of Financial Accounting Standards No. 128, Earnings Per Share.
- more - - 9 -
Fourth Quarter Year ----------------------------- ------------------------------ OTHER FINANCIAL DATA ($000,000) 1997 1996 1997 1996 - ------------------------------------------------- ------------- ------------- -------------- ------------- Revenues $ 12,049 $ 12,871 $ 46,667 $ 45,500 Total assets as of December 31 (c) $ 29,600 $ 26,963 Stockholders' equity as of December 31 (c) $ 12,800 $ 10,372 Total debt as of December 31 (c) $ 6,400 $ 5,590 Capital and exploratory expenditures (includes equity in affiliates) Exploration and production United States Acquisition of Monterey Resources $ 1,448 $ - $ 1,448 $ - Other 463 349 1,735 1,243 -------- -------- -------- --------- Total 1,911 349 3,183 1,243 International 421 373 1,411 1,135 -------- -------- -------- --------- Total 2,332 722 4,594 2,378 -------- -------- -------- --------- Manufacturing, marketing and distribution United States 185 126 431 360 International 362 313 848 658 -------- -------- -------- --------- Total 547 439 1,279 1,018 -------- -------- -------- --------- Other 28 18 57 35 ======== ======== ======== ========= Total $ 2,907 $ 1,179 $ 5,930 $ 3,431 ======== ======== ======== ========= Texaco Inc. and subsidiary companies Exploratory expenses included above: United States $ 67 $ 41 $ 189 $ 153 International 98 95 282 226 ======== ======== ======== ========= Total $ 165 $ 136 $ 471 379 ======== ======== ======== ========= Dividends paid to common stockholders $ 242 $ 221 $ 918 $ 859 Dividends per common share (dollars)(b) $ .45 $ .425 $ 1.75 $ 1.65 Dividend requirements for preferred stockholders $ 14 $ 15 $ 56 $ 58 (b) All periods presented reflect the September 29, 1997 two-for-one stock split and the fourth quarter 1997 adoption of Statement of Financial Accounting Standards No. 128, Earnings Per Share. (c) Preliminary
- more - - 10 -
Fourth Quarter Year -------------------------- --------------------------- 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) 425 387 396 388 Net production of natural gas - available for sale (000 MCFPD) 1,768 1,661 1,706 1,675 Total net production (000 BOEPD) 720 664 680 667 Natural gas sales (000 MCFPD) 3,629 3,404 3,584 3,176 Natural gas liquid sales (including purchased LPGs)(000 BPD) 173 203 184 206 Average U.S. crude (per bbl.) $ 16.36 $ 20.00 $ 17.34 $ 17.93 Average U.S. natural gas (per mcf) $ 2.63 $ 2.54 $ 2.37 $ 2.19 Average WTI (Spot) (per bbl.) $ 19.92 $ 24.67 $ 20.61 $ 22.16 Average Kern (Spot) (per bbl.) $ 14.41 $ 17.32 $ 14.71 $ 15.53 International Net production of crude oil and natural gas liquids (000 BPD) Europe 149 116 125 115 Indonesia 155 152 150 145 Partitioned Neutral Zone 105 80 97 76 Other 63 64 65 63 -------- -------- -------- -------- Total 472 412 437 399 Net production of natural gas available for sale (000 MCFPD) Europe 245 207 209 188 Colombia 204 148 177 125 Other 78 80 85 69 -------- -------- -------- -------- Total 527 435 471 382 Total net production (000 BOEPD) 560 485 516 463 Natural gas sales (000 MCFPD) 682 538 592 477 Natural gas liquids sales (including purchased LPGs)(000 BPD) 92 68 97 89 Average International crude (per bbl.) $ 17.44 $ 21.96 $ 17.64 $ 19.55 Average U.K. natural gas (per mcf) $ 2.75 $ 2.83 $ 2.70 $ 2.63 Average Colombia natural gas (per mcf) $ .87 $ .99 $ .98 $ .96
- more - - 11 -
Fourth Quarter Year -------------------------- --------------------------- OPERATING DATA - INCLUDING 1997 1996 1997 1996 INTERESTS IN AFFILIATES ------------ ------------ ------------ ----------- Manufacturing, Marketing and Distribution United States Refinery input (000 BPD) Subsidiary 407 401 413 404 Affiliate - Star Enterprise 332 320 334 320 ----- ----- ----- ----- Total 739 721 747 724 Refined product sales (000 BPD) Gasoline 493 499 508 499 Avjets 115 112 100 123 Middle Distillates 211 222 216 216 Residuals 88 73 84 67 Other 111 120 114 131 ----- ----- ----- ----- Total 1,018 1,026 1,022 1,036 International Refinery input (000 BPD) Europe 333 352 336 340 Affiliate - Caltex 432 352 408 364 Latin America/West Africa 63 39 60 58 ----- ----- ----- ----- Total 828 743 804 762 Refined product sales (000 BPD) Europe 545 545 509 496 Affiliate - Caltex 592 599 571 601 Latin America/West Africa 447 373 418 391 Other 73 74 65 64 ----- ----- ----- ----- Total 1,657 1,591 1,563 1,552