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                                  UNITED STATES

                       SECURITIES AND EXCHANGE COMMISSION

                              WASHINGTON D.C. 20549

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                                    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):
                                 April 28, 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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On April 28, 1998, the  stockholders of the Registrant  approved an amendment to
the Registrant's Rights Agreement,  dated March 16, 1989, between the Registrant
and ChaseMellon Shareholder Services, L.L.C., as Rights Agent ("Agreement"). The
amendment extends the expiration date of the Agreement until May 1, 2004.

Pursuant  to  the  Agreement,   in  1989  the  Registrant  declared  a  dividend
distribution  of  one  Right  (adjusted  in  1997  to  one-half  Right  due to a
two-for-one  stock split) for each  outstanding  share of common  stock.  Unless
redeemed by the Registrant,  the Rights will be exercisable  only after a person
acquires,  obtains the right to acquire or  commences a tender  offer that would
result in that person  acquiring  20% or more of the  outstanding  common  stock
other than pursuant to a Qualifying  Offer.  A Qualifying  Offer is an all-cash,
fully  financed  tender offer for all  outstanding  shares of common stock which
remains open for 45 days, which results in the acquiror owning a majority of the
Registrant's voting stock, and in which the acquiror agrees to purchase for cash
all remaining  shares of common stock.  The Rights  entitle  holders to purchase
from the  Registrant  Units of the  Registrant's  Series D Junior  Participating
Preferred  Stock  (Series  D). In  general,  each Right  entitles  the holder to
acquire shares of Series D, or in certain cases common stock,  property or other
securities  at a formula  value  equal to two times  the  exercise  price of the
Right.

A copy of the Agreement, as amended as of April 28, 1998, is incorporated herein
by  reference  to  Exhibit 1, pages 40  through  78, of the  Registrant's  proxy
statement dated March 17, 1998.  Exhibit 1 includes a Form of Summary of Rights.
The foregoing  description  of the Rights does not purport to be complete and is
qualified in its entirety by reference to the Agreement.



Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
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(C)    Exhibits

99.1     Form of Amended Rights  Agreement,  dated March 16, 1989, as amended as
         of April 28,  1998,  between  Texaco Inc. and  ChaseMellon  Shareholder
         Services,  L.L.C., as Rights Agent, incorporated herein by reference to
         Exhibit 1, pages 40 through 78, of Texaco Inc.'s proxy  statement dated
         March 17, 1998, SEC File No. 1-27.











                                   SIGNATURES
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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:  April 29, 1998
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