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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):
                                  July 21, 1998


                                   ----------

                                   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
- - ---------------------

                  On July 21,  1998,  the  Registrant  issued an Earnings  Press
                  Release entitled "Texaco Reports Results:  Second Quarter 1998
                  Earnings  Total  $342  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 July 21, 1998,
                  entitled "Texaco Reports Results: Second Quarter 1998 Earnings
                  Total $342 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:  July 21, 1998
                                                                    EXHIBIT 99.1

                            TEXACO REPORTS RESULTS:
                            -----------------------
                SECOND QUARTER 1998 EARNINGS TOTAL $342 MILLION
                -----------------------------------------------


FOR IMMEDIATE RELEASE: TUESDAY, JULY  21, 1998
- - ----------------------------------------------
    WHITE PLAINS, N.Y., July 21 - Continuing weak crude oil
prices lowered second quarter results, Texaco Chairman
and Chief Executive Officer Peter Bijur reported today.
Improved margins and higher sales volumes in the
international downstream and an 11 percent increase in
worldwide production only partially offset the effects of
lower oil prices.
    Texaco's reported net income for the second quarter
of 1998 was $342 million ($.61 per share).  The quarter
included a net special gain of $7 million. Net income for
the second quarter of 1997 was $571 million ($1.05 per
share), including a net special gain of $131 million. For
the first half of 1998, reported net income was $601
million ($1.07 per share), compared with $1,551 million
($2.85 per share) for last year.  Commenting on the
second quarter of 1998, Bijur highlighted the following:

- - -   Strong international downstream margins and volumes;
- - -   Worldwide daily production increased 11 percent;
- - -   Year-to-date cash operating expenses per barrel decreased
    six percent; and
- - -   Year-to-date stock repurchases of $400 million.

    Further commenting on the results Bijur stated, "The
combination of excessive crude oil inventories and slower
demand growth continues to keep downward pressure on
prices.  Recently announced production cuts by certain
oil producing nations should lead to a better
supply/demand balance and a recovery in prices. In this
environment, we continue to strategically position the
company for long-term profitability by focusing on
increasing our reserve base."
    Bijur noted that lower crude oil prices helped to
improve downstream margins in the second quarter.
Texaco's increasing presence in Latin American markets
and the company's operational performance in Europe
contributed to improved results.  Additionally,
profitability has been maintained in the Caltex area of
operations, despite the highly volatile business
environment.
                                    - more -

                                     - 2 -

    Bijur went on to say that Texaco, Shell Oil Company
and Saudi Refining, Inc., finalized agreements for the
July 1998 operational start-up of Motiva Enterprises LLC.
This U.S. downstream alliance combines Eastern and Gulf
Coast refining and marketing operations. Earlier in the
year, Equilon Enterprises LLC, a U.S. joint venture
combining Texaco's and Shell's Western and Midwestern
downstream assets began operations.

Second Quarter First Half -------------- ---------- Texaco Inc. (Millions): 1998 1997 1998 1997 - - ------------------------- ------ ------ ------ Net income before special items $ 335 $ 440 $ 594 $ 932 ----- ----- ----- ------ Gains on major asset sales 20 174 20 174 Tax benefits on asset sales 19 - 19 - Alliance formation Expenses (32) - (32) - Financial reserves for various issues - (43) - (43) U.S. tax issue - - - 488 ----- ----- ----- ------ Special items 7 131 7 619 ----- ----- ----- ------ Total reported net Income $ 342 $ 571 $ 601 $1,551 ===== ===== ===== ====== - - -------------------------------------------------- Details on special items are included in the following functional analysis.
ANALYSIS OF OPERATING EARNINGS EXPLORATION AND PRODUCTION
Second Quarter First Half -------------- ---------- UNITED STATES (Millions): 1998 1997 1998 1997 - - ----------------------------------------------------------- Operating earnings before $ 100 $232 $207 $543 special items Special items 20 (43) 20 (43) ----- ----- ---- ---- Total operating net income $ 120 $189 $227 $500 - - -----------------------------------------------------------
U.S. exploration and production earnings in the second quarter and the first half of 1998 were below last year's levels due to the continued deterioration of crude oil prices. Average realized crude oil prices for the second quarter and first half of 1998 were $10.72 and $11.26 per barrel; more than 36 percent lower than the 1997 periods. The dramatic declines in price resulted from rising inventory levels and slowing worldwide demand growth. Slightly higher natural gas prices benefited second quarter 1998 results. For the first half of 1998, average natural gas prices were $2.10 per MCF, $.26 lower than last year. The lower natural gas prices were the result of milder weather as well as increased inventory levels in this year's first quarter. - more - - 3 - Production increased 10 percent for the second quarter and 11 percent for the first half of 1998. The increased production in the second quarter 1998 included new production from the Arnold, Oyster and Barite South fields located in the Gulf of Mexico. Both periods of 1998 included production from the Monterey properties acquired in November of 1997. Texaco continued to pursue new reserve opportunities in the Gulf of Mexico, leading to higher exploration expenses this year. Exploration expenses for the second quarter and first half of 1998 were $51 million and $147 million before tax, $17 million and $71 million higher than the same periods of 1997. Results for 1998 included a second quarter special gain of $20 million from the sale of an interest in a natural gas pipeline. Results for 1997 included a second quarter special charge of $43 million for the establishment of financial reserves for royalty and severance tax issues.
Second Quarter First Half -------------- ---------- INTERNATIONAL 1998 1997 1998 1997 (Millions): - - ---------------------------------------------------- Operating earnings $ 51 $ 79 $ 91 $ 235 before special items Special items - 161 - 161 ----- ---- ---- ----- Total operating net $ 51 $240 $ 91 $ 396 income - - -----------------------------------------------------
International exploration and production earnings for the second quarter and first half of 1998 declined from 1997 as a result of lower crude oil prices. Average realized crude oil prices were $11.42 per barrel for the quarter, and $11.68 for the first half of 1998, decreasing 32 percent for the quarter and 36 percent for the first half. Production increased 13 percent for the second quarter and 16 percent for the first half of 1998. Volumes in the U.K. North Sea increased from the Captain, Erskine and Galley fields. The Galley field began production in the second quarter of this year. Production also increased in the Partitioned Neutral Zone and Colombia, and as a result of Texaco's first quarter 1998 acquisition of a 20 percent interest in the Karachaganak field in Kazakhstan. Also, exploratory expenses in both periods were lower. The second quarter of 1997 included special gains of $161 million from the sales of a 15 percent interest in the Captain field, an interest in Canadian gas properties and an interest in an Australian pipeline system. - more - - 4 - MANUFACTURING, MARKETING AND DISTRIBUTION
Second Quarter First Half -------------- ---------- UNITED STATES (Millions): 1998 1997 1998 1997 - - ----------------------------------------------------------- Operating earnings before special items $ 96 $ 87 $143 $ 93 Special items (32) 13 (32) 13 ---- ---- ---- ---- Total operating net income $ 64 $100 $111 $106 - - -----------------------------------------------------------
In the U.S. downstream, earnings for 1998 reflect the change in operations from the formation of Equilon Enterprises LLC, Texaco's downstream alliance with Shell Oil Company. During this year's second quarter, margins benefited from lower crude oil prices. Refining operations improved in the West and Midwest while in the East results were adversely affected by downtime at several plants. For the first half of this year, lower crude prices benefited product and lubricant margins. Crude oil trading operations also contributed to higher results. However, in the first quarter, weather conditions weakened demand for heating oil on the East Coast and gasoline on the West Coast. Also, first quarter refining results were affected by maintenance at the Martinez and Wood River plants. Earnings for 1997 included the adverse effects of intense competition that squeezed margins in the West Coast marketplace, primarily in the first quarter. Refinery fires late in 1996 and early in 1997 negatively affected product yields and caused casualty loss expenses. The second quarter of 1998 included a special charge of $32 million for alliance formation expenses, mostly Texaco's share of announced employee severance programs. Results for 1997 included a second quarter special gain of $13 million from the sale of credit card operations.
Second Quarter First Half -------------- ---------- INTERNATIONAL (Millions): 1998 1997 1998 1997 - - ----------------------------------------------------------- Operating earnings before $ 194 $132 $ 376 $236 special items Special items - - - - ----- ---- ----- ---- Total operating net income $ 194 $132 $ 376 $236 - - -----------------------------------------------------------
In the international downstream, earnings for the second quarter and first half of 1998 were higher than 1997. Refining margins improved in the U.K. and Panama due to lower crude costs. Improved marketing results reflected increased sales volumes and higher margins, primarily in the U.K., Brazil and other Latin American areas where operations have expanded. Scandinavian earnings improved following the 1997 price war in Norway. - more - - 5 - In the Caltex area, higher 1998 earnings were a result of lower crude costs and partial recovery of the fourth quarter 1997 currency losses in Korea. However, a significantly higher volume of product was sold into the lower margin export market. CORPORATE/NONOPERATING RESULTS
Second Quarter First Half -------------- ---------- (Millions): 1998 1997 1998 1997 - - ----------------------------------------------------------- Results before special items $(104) $(91) $(223) $(188) Special items 19 - 19 488 ----- ---- ----- ----- Total corporate/nonoperating $ (85) $(91) $(204) $ 300 - - ------------------------------------------------------------
Corporate and nonoperating results for the second quarter and first half of 1998 included increased interest expense due to higher debt levels. Additionally, results for 1998 included expenses for Texaco's corporate advertising campaign introduced in the second half of 1997. Results for 1998 included a second quarter special item of $19 million for tax benefits attributable to the sale of an interest in a subsidiary. Results for 1997 included a first quarter special benefit of $488 million associated with an IRS settlement. CAPITAL AND EXPLORATORY EXPENDITURES Capital and exploratory expenditures were $1,881 million for the first half of 1998 and $1,798 million in 1997. In the U.S. upstream, development continued in the deepwater Gulf of Mexico. Expenditures in 1998 also increased for enhanced oil recovery projects using advanced thermal recovery techniques which raised production from the acquired Monterey properties and other core producing fields. Exploratory expenses increased as Texaco continued its program to grow oil and gas production and reserves. Internationally, slightly higher upstream expenditures included investment in the Karachaganak venture in Kazakhstan, a discovered reserve opportunity. Development work continued in the U.K. North Sea, Indonesia and other promising areas while exploratory spending decreased in China. Lower international downstream expenditures in the Caltex marketing areas were due to higher 1997 service station investments in Hong Kong. - more - - 6 - Texaco continues to carefully assess investment projects given the current and projected industry environment. The company anticipates some adjustment in spending by deferring non-critical projects into future periods should the current low crude price environment persist. CONTACTS: Faye J. Cox 914-253-7745 Kelly McAndrew 914-253-6295 Ken Sniffen 914-253-6295 David Robinson 914-253-4524 INVESTOR RELATIONS: Elizabeth Smith 914-253-4478 Listen in live to Texaco's second quarter 1998 earnings discussion with financial analysts on Wednesday, July 22 at 11:00 EDT at http://www.events.audionet.com/events/texaco/q2earnings/ For technical assistance, call Sheila Lujan at 800-366-9831 - 7 -
Second Quarter(a) First Half(a) ----------------- ------------- 1998 1997 1998 1997 ---- ---- ---- ---- FUNCTIONAL NET INCOME - - --------------------- ($Millions) ----------- Operating Earnings Petroleum and natural gas Exploration and production United States $ 120 $ 189 $ 227 $ 500 International 51 240 91 396 ----- ----- ------ ------ Total 171 429 318 896 ----- ----- ------ ------ Manufacturing, marketing and distribution United States 64 100 111 106 International 194 132 376 236 ----- ----- ------ ------ Total 258 232 487 342 ----- ----- ------ ------ Total petroleum and natural gas 429 661 805 1,238 Nonpetroleum (2) 1 - 13 ----- ----- ------ ------ Total Operating Earnings 427 662 805 1,251 Corporate/ Nonoperating (85) (91) (204) 300 ----- ----- ------ ------ Total net income $ 342 $ 571 $ 601 $1,551 ===== ===== ====== ====== Net income per common share (Dollars) Basic $0.62 $1.07 $ 1.08 $ 2.93 Diluted $0.61 $1.05 $ 1.07 $ 2.85 Average number of common shares outstanding for computation of earnings per share (Millions) Basic 530.6 519.4 531.2 519.3 Diluted 549.8 539.9 550.6 540.0 Provision for income taxes included in total net income above $ 84 $ 335 $ 224 $ 141 (a) Includes special items as detailed in this release.
- 8 -
Second Quarter(a) First Half(a) ----------------- ------------- OTHER FINANCIAL 1998 1997 1998 1997 - - --------------- ---- ---- ---- ---- DATA ($Millions) - - ---------------- Revenues $8,044 $11,496 $16,191 $23,525 Total assets as of June 30 (b)$28,700 $27,041 Stockholders' equity as of June 30 (b)$12,500 $11,415 Total debt as of June 30 (b)$ 6,950 $ 5,539 Capital and exploratory expenditures Exploration and production United States $ 423 $ 429 $ 899 $ 781 International 261 264 551 546 ------ ------ ------- ------- Total 684 693 1,450 1,327 ------ ------ ------- ------- Manufacturing, marketing and distribution United States 95 92 183 152 International 129 207 228 308 ------ ------ ------- ------- Total 224 299 411 460 ------ ------ ------- ------- Other 6 7 20 11 ------ ------ ------- ------- Total $ 914 $ 999 $ 1,881 $ 1,798 ====== ====== ======= ======= Exploratory expenses included above United States $ 51 $ 34 $ 147 $ 76 International 39 59 84 116 ------ ------ ------- ------- Total $ 90 $ 93 $ 231 $ 192 ====== ====== ======= ======= Dividends paid to common stockholders $ 240 $ 220 $ 479 $ 441 Dividends per common share (Dollars) $ 0.45 $0.425 $ 0.90 $ 0.85 Dividend requirements for preferred stockholders $ 13 $ 14 $ 27 $ 28 (b) Preliminary
- 9 -
Second Quarter First Half -------------- -------------- OPERATING DATA 1998 1997 1998 1997 - - -------------- ---- ---- ---- ---- Exploration and Production -------------------------- United States ------------- Net production of crude oil and natural gas liquids (MBPD) 447 385 449 385 Net production of natural gas - available for sale (MMCFPD) 1,703 1,677 1,721 1,666 Total net production (MBOEPD) 731 665 736 663 Natural gas sales (MMCFPD) 3,934 3,561 3,908 3,700 Average U.S. crude (per bbl.) $ 10.72 $ 16.95 $ 11.26 $ 18.29 Average U.S. natural gas (per mcf) $ 2.05 $ 2.02 $ 2.10 $ 2.36 Average WTI (Spot) (per bbl.) $ 14.62 $ 19.97 $ 15.26 $ 21.38 Average Kern (Spot) (per bbl.) $ 7.75 $ 14.11 $ 8.31 $ 15.07 International ------------- Net production of crude oil and natural gas liquids (MBPD) Europe 149 118 154 116 Indonesia 156 153 155 147 Partitioned Neutral Zone 105 94 106 92 Other 67 68 69 67 -------- ------- ------- ------- Total 477 433 484 422 Net production of natural gas - available for sale (MMCFPD) Europe 245 172 251 207 Colombia 185 173 196 156 Other 112 83 118 93 -------- ------- ------- ------- Total 542 428 565 456 Total net production (MBOEPD) 567 504 578 498 Natural gas sales (MMCFPD) 665 528 721 574 Average International crude (per bbl.) $ 11.42 $ 16.91 $ 11.68 $ 18.22 Average U.K. natural gas (per mcf) $ 2.64 $ 2.59 $ 2.64 $ 2.73 Average Colombia natural gas (per mcf) $ 0.92 $ 1.12 $ 0.91 $ 1.09 Worldwide Total net production (MBOEPD) 1,298 1,169 1,314 1,161
- 10 -
Second Quarter First Half -------------- ---------- OPERATING DATA 1998 1997 1998 1997 - - -------------- ---- ---- ---- ---- Manufacturing, - - -------------- Marketing and ------------- Distribution ------------ United States ------------- Refinery input (MBPD) Western U.S. 396 418 377 413 Eastern U.S. 333 328 323 332 ----- --- ----- ----- Total 729 746 700 745 Refined product sales (MBPD) Gasoline 554 512 530 505 Avjets 164 94 168 92 Middle Distillates 188 216 184 215 Residuals 119 59 107 72 Other 181 117 165 119 ----- --- ----- ----- Total 1,206 998 1,154 1,003 International ------------- Refinery input (MBPD) Europe 367 335 371 341 Caltex 419 414 428 411 Latin America/ West Africa 70 55 64 59 ----- --- ----- ----- Total 856 804 863 811 Refined product sales (MBPD) Europe 602 494 582 495 Caltex 586 561 589 574 Latin America/ West Africa 460 406 444 391 Other 56 74 51 55 ----- --- ----- ----- Total 1,704 1,535 1,666 1,515