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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):
                                  March 4, 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
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Officers'  Certificate and Other  Information  Related to $500 Million of Series
1998 Medium-Term Notes.

On March 4, 1998,  certain  officers  of Texaco  Capital  Inc.,  a  wholly-owned
subsidiary of the  Registrant,  executed an Officers'  Certificate in accordance
with  Section  2.02  of the  Indenture  dated  as of  August  24,  1984,  as (1)
supplemented  and  restated  by the  First  Supplemental  Indenture  dated as of
January 31, 1990, (2) amended by the First Supplement to the First  Supplemental
Indenture  dated as of October 11, 1990,  and (3) further  amended by the Second
Supplement  to the First  Supplemental  Indenture,  dated as of August 5,  1997,
among Texaco Capital Inc., as Issuer,  Texaco Inc., as Guarantor,  and The Chase
Manhattan Bank, as Trustee. Said Officers' Certificate established the terms and
provisions of a series of securities  designated Series 1998 Medium-Term  Notes,
as more particularly set forth in the Officers' Certificate dated March 4, 1998,
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

       23.1   Consent of Arthur Andersen LLP.

       23.2   Consent of Ivins, Phillips & Barker, Chartered.

       99.1   Officers' Certificate of Texaco Capital Inc., dated March 4, 1998.











                                   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:  March 5, 1998
                                                                    EXHIBIT 23.1





                    CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS



As independent  public  accountants,  we hereby consent to the  incorporation by
reference  in the  Registration  Statement  on Form S-3 (No.  333-46527  and No.
333-46527-01)  of our report dated February 27, 1997,  incorporated by reference
in Texaco  Inc.'s Form 10-K for the year ended  December  31,  1996,  and to all
references to our Firm included in the  Registration  Statement on Form S-3 (No.
333-46527 and No. 333-46527-01).







                                                             ARTHUR ANDERSEN LLP






New York, N.Y.
March 4, 1998
                                                                    Exhibit 23.2

                            Ivins, Phillips & Barker
                                    CHARTERED

                         1700 PENNSYLVANIA AVENUE, N.W.

                           WASHINGTON, D.C. 20006-4723



                                  March 4, 1998



Texaco Inc.
2000 Westchester Avenue
White Plains, New York  10650

Texaco Capital Inc.
32 Loockerman Square
Suite L-100
Dover, Delaware 19901

Gentlemen:

         We have acted as special  tax  counsel  for Texaco  Capital  Inc.  (the
"Company") and Texaco Inc.  ("Texaco") in connection with the proposed issue and
sale  by  the  Company  of up to  $500,000,000  of  the  Company's  Series  1998
Medium-Term  Notes (the "Notes")  guaranteed by Texaco including  preparation of
the Prospectus Supplement dated the date hereof with respect to said Notes filed
with  Securities  and Exchange  Commission  and a  Registration  Statement  with
respect  to said  Notes on Form  S-3  (File  Nos.  333-46527  and  333-46527-01)
declared  effective by the United States  Securities and Exchange  Commission on
February 26, 1998 (the "Registration Statement").

         We hereby  consent  to the  reference  to us and to the use of our name
under the caption "Certain United States Federal Income Tax Consequences" and to
the  filing of a copy of this  consent  as an  exhibit  with  said  Registration
Statement.

                                    Very truly yours,

                                    IVINS, PHILLIPS & BARKER

                                    By:  Robert H. Wellen
                                                                    EXHIBIT 99.1

                               TEXACO CAPITAL INC.


                              OFFICERS' CERTIFICATE


         Pursuant to Section 2.02 of the Indenture  dated as of August 24, 1984,
as (1) supplemented and restated by the First Supplemental Indenture dated as of
January 31, 1990, (2) amended by the First Supplement to the First  Supplemental
Indenture  dated as of October 11, 1990,  and (3) further  amended by the Second
Supplement to the First Supplemental Indenture,  dated as of August 5, 1997, (as
so supplemented and amended,  the "Indenture") among Texaco Capital Inc., Texaco
Inc., and The Chase Manhattan Bank, as Trustee (the "Trustee"),  the undersigned
officers  of the Company  hereby  establish  a Series of  Securities  having the
following terms and provisions:

                  The Securities  shall be designated  "Series 1998  Medium-Term
Notes" (the "Notes").

                  The aggregate  principal  amount of the Notes authorized to be
         authenticated and delivered at any one time,  subject to Sections 2.10,
         2.11 and 2.14 of the  Indenture,  is  limited to  $500,000,000  in U.S.
         dollars or the equivalent in  non-U.S. dollar denominated currencies or
         currency units.

                  Each Note may be  denominated in authorized  denominations  in
         U.S. dollars,  other  currencies,  European Currency Units or composite
         currencies (the "Specified Currency").

                  The Notes will be offered at varying maturities of nine months
         or more from their dates of issue and may be subject to  redemption  at
         the  option of the  Company  or  repayment  at the option of the holder
         prior to maturity.

                  The authorized  denominations of the Notes denominated in U.S.
         dollars will be U.S.  $100,000 or any larger amount that is an integral
         multiple of U.S. $1,000. Unless otherwise specified,  Notes denominated
         in a  Specified  Currency  other  than U.S.  dollars  will be issued in
         denominations  of the equivalent of U.S.  $100,000  (rounded down to an
         integral  multiple of 1,000 units of such Specified  Currency),  or any
         amount in excess  thereof which is an integral  multiple of 1,000 units
         of such  Specified  Currency,  as  determined  by reference to the noon
         dollar  buying  rate in New  York  City  for  cable  transfers  of such
         Specified  Currency  published by the Federal  Reserve Bank of New York
         (the "Market  Exchange  Rate") on the  Business Day (as defined  below)
         immediately preceding the date of issuance;  provided,  however, in the
         case of ECUs,  the Market  Exchange  Rate shall be the rate of exchange
         determined  by the  Commission  of the  European  Communities  (or  any
         successor thereto) as published in the Official Journal of the 
 
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         European Communities, or any successor  publication,  on  the  Business
         Day immediately preceding the date of issuance.

                  The  principal  amount of a Note  payable at  maturity  may be
         determined by either the  relationship  between a denominated  currency
         and another currency or the relationship  between the difference in the
         price  of a  specified  commodity  on  certain  specified  dates  or by
         reference to any other index.

                  Each Note will bear  interest  at a fixed  rate,  which may be
         zero in the case of  certain  Notes  issued at a price  representing  a
         discount  from  the  principal  amount  payable  at  maturity,  or at a
         floating rate  determined by reference to the CD Rate,  the  Commercial
         Paper Rate, the Federal Funds Rate, LIBOR, the Treasury Rate, the Prime
         Rate,  the CMT Rate,  the Eleventh  District Cost of Funds Rate, or any
         other Base Rate as adjusted by the Spread or Spread Multiplier, if any,
         applicable to such Note.

                  Each Note  will be  represented  by  either a global  security
         registered in the name of a nominee of The Depository Trust Company, as
         Depository,  or other depository, or a certificate issued in definitive
         form, as set forth in the  applicable  Pricing  Supplement.  Beneficial
         interests in Book-Entry  Notes will be shown on, and transfers  thereof
         will be effected only through, records maintained by the Depository and
         its participants.

                  Unless  otherwise  specified  at the time of the  issuance and
         sale of the Note, interest on each fixed rate note will accrue from its
         date of issue and will be payable  semi-annually  and at maturity,  and
         interest on each  floating rate note will accrue from its date of issue
         and will be payable monthly, quarterly,  semi-annually or annually, and
         at maturity.  The record date with respect to any interest payment date
         shall be the date fifteen calendar days (unless otherwise  specified at
         the time of the issuance)  immediately  preceding such interest payment
         date whether or not such date shall be a business day.

                  Unless  otherwise  specified  at the time of the  issuance and
         sale of the Note,  payments in U.S. dollars of interest on Notes (other
         than  interest  payable  at  maturity  or upon  earlier  redemption  or
         repayment) will be made by mailing a check to the holder at the address
         of such holder appearing on the Register on the applicable record date.
         Notwithstanding  the foregoing:  (a) the  Depository,  as holder of the
         book-entry  note shall be entitled  to receive  payments of interest by
         wire transfer of immediately  available funds; and (b) a holder of U.S.
         $10,000,000 or more in aggregate principal amount of certificated notes
         of like  tenor and terms (or a holder of the  equivalent  thereof  in a
         Specified  Currency  other  than U.S.  dollars)  shall be  entitled  to
         receive such payments in U.S.  dollars by wire transfer of  immediately
         available funds, but only if appropriate payment instructions have been
         received  in  writing by the Paying  Agent not less than  fifteen  days
         prior  to  the  applicable  Interest  Payment  Date.  Unless  otherwise
         specified at the time of 

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         issuance  and  sale of a Note,  principal  and any premium and interest
         payable  at maturity or upon earlier redemption or repayment in respect
         of  a Note will be paid in immediately  available  funds upon surrender
         of  such Note at the office of the Paying Agent.

                  The Company has initially appointed  The Chase Manhattan Bank,
         450 West 33rd Street, New York, NY 10001 as Paying Agent.

                  Each  Note will  indicate  either  that  such  Note  cannot be
         redeemed  prior to maturity or that such Note will be redeemable at the
         option of the Company on a date or dates specified prior to maturity at
         a price or prices  determined  at the time of  issuance  together  with
         accrued interest to the date of redemption.  Unless otherwise specified
         at the time of  issuance,  the Notes will not be subject to any sinking
         fund  requirements.  The  Company may redeem any of the Notes which are
         redeemable and remain  outstanding either in whole or from time to time
         in part,  upon not more than 60 days'  notice.  If less than all of the
         Notes  with like  tenor and terms are to be  redeemed,  the Notes to be
         redeemed shall be selected by the Trustee by such method as the Trustee
         shall deem fair and appropriate.

                  The  due  and  punctual  payment  of the  principal  of,  (and
         premium,  if any), and interest,  if any, on each Note, when and as the
         same  shall  become  due  and  payable,  whether  at  maturity  or upon
         redemption,   declaration  or  otherwise,   shall  be   unconditionally
         guaranteed by Texaco Inc.

                  Although the Indenture provides that the Company may terminate
         its  obligations  with  respect to any Series of  Securities  by making
         certain  deposits  with the Trustee,  the Notes shall  provide that the
         Company will not exercise any such right with respect to the Notes.

                  At the time of the issuance of each Note,  any of the Chairman
         of the Board, the President,  the Vice Presidents or the Treasurer (the
         "Company  Officers")  who is acting with respect to such issuance shall
         determine  the terms of such Note  provided  that the  Company  Officer
         acting shall determine (taking into consideration any other contractual
         arrangements  that may be in place,  if any) with respect to such Notes
         that:  (i) the  aggregate  principal  amount of Notes  issued  does not
         exceed Five  Hundred  Million  Dollars (or the  equivalent  in non-U.S.
         dollar-denominated   currencies  or  currency  units);   and  (ii)  the
         all-in-interest  cost  shall not exceed 9%,  such  determination  to be
         conclusively evidenced by the issuance of such Notes.


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                  The  Notes   shall  be  in  the  form  of  Exhibit  C  to  the
         Distribution  Agreement  attached as Exhibit 1.2 to the  Company's  and
         Texaco  Inc.'s  Registration  Statement  on Form  S-3,  filed  with the
         Securities and Exchange  Commission on February 18, 1998,  Registration
         Nos. 333-46527 and 333-46527-01, effective February 26, 1998.

                  Unless otherwise defined herein, capitalized terms used herein
         have the meanings set forth in the Indenture and the Notes.


                                                            J. F. Link
                                                             Chairman


                                                           R. C. Gordan
                                                             Treasurer


         Dated:   March 4, 1998



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