================================================================================
                                  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):
                                October 21, 1998

                                   ----------


                                   TEXACO INC.
             (Exact name of registrant as specified in its charter)



             Delaware                 1-27                 74-1383447
  (State or other jurisdiction   (Commission File     (I.R.S. of 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)


================================================================================






Item 5.  Other Events
- - ---------------------

                  On October 21, 1998, the  Registrant  issued an Earnings Press
                  Release entitled  "Texaco Reports Results:  Third Quarter 1998
                  Earnings  Total  $215  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 October 21, 1998,
                  entitled  "Texaco  Reports  Results: Third Quarter 1998 
                  Earnings Total $215 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:  October 21, 1998
       ----------------
                                                                    EXHIBIT 99.1

                            TEXACO REPORTS RESULTS:
                            -----------------------
                 THIRD QUARTER 1998 EARNINGS TOTAL $215 MILLION
                 ----------------------------------------------


              FOR IMMEDIATE RELEASE: WEDNESDAY, OCTOBER 21, 1998.
              ---------------------------------------------------
    WHITE PLAINS, N.Y., Oct. 21  -  Weak worldwide crude
oil and natural gas prices and depressed downstream margins in the Far
East eroded third quarter earnings, Texaco Chairman and Chief
Executive Officer Peter Bijur reported today. Worldwide production
growth of nine percent and tight control over cash expenses helped to
lessen these negative impacts.
           Texaco's total reported net income for the third quarter of 1998
was $215 million ($.38 per share). Net income for the third quarter of
1997 was $490 million ($.90 per share). For the first nine months of
1998, total reported net income was $816 million ($1.46 per share),
compared to $2,041 million ($3.75 per share) for the first nine months
of 1997. Commenting on the third quarter of 1998, Bijur highlighted
the following:
    -  Average quarterly crude oil prices slumped to their lowest
       levels since 1986;
    -  Continued economic instability in the Far East depressed
       downstream margins;
    -  Worldwide daily production rose nine percent for the
       quarter and 12 percent for nine months; and
    -  Year-to-date cash operating expenses per barrel decreased six
       percent.
            Bijur further stated, "Average crude oil prices for the quarter
reached a low point not seen since mid-1986. OPEC efforts to reduce
production and lower inventory levels caused crude prices to rebound
somewhat from their summer lows; however, prices have recently
retreated and remain significantly below last year's levels. Storms in
the Gulf of Mexico caused temporary production shut-ins which further
dampened earnings."
            Texaco's worldwide downstream results decreased from sluggish
margins, especially in the Far East. Bijur pointed to the impact of
the Asian financial and economic crisis noting that Singapore refinery
margins were negative in the third quarter from extremely weak demand.
In the U.S., results were down from an extremely strong quarter last
year; however, in Latin America and Europe, margins and sales volumes
remained strong.

                                    - more -

                                      -2-

            "To remain competitive in this environment, our affiliate Caltex
announced a reorganization program. This program will focus the
organization functionally and better position Caltex to identify
growth opportunities. When fully implemented, it will yield expense
savings in excess of $50 million annually. Also, our U.S. alliances
with Shell Oil Company and Saudi Refining, Inc. continue to implement
programs that will take advantage of existing synergies," Bijur
concluded.
Third Quarter Nine Months ------------- --------------- TEXACO INC.(Millions): 1998 1997 1998 1997 - - ---------------------------------------------------------------- Net income before special items $ 208 $ 490 $ 802 $ 1,422 ----- ----- ----- ------- Caltex reorganization (43) - (43) - U.S. alliance formation issues 25 - (7) - U.S. tax issues 25 - 25 488 Gains on major asset sales - - 20 174 Tax benefits on asset sales - - 19 - Financial reserves for various issues - - - (43) ----- ----- ----- ------ Special items 7 - 14 619 ----- ----- ----- ------ Total reported net income $ 215 $ 490 $ 816 $2,041 ===== ===== ===== ====== - - --------------------------------------------------------------------- The following functional analysis includes details on special items.
ANALYSIS OF OPERATING EARNINGS EXPLORATION AND PRODUCTION Third Quarter Nine Months --------------- -------------- UNITED STATES (Millions): 1998 1997 1998 1997 - - --------------------------------------------------------------------- Operating earnings before special items $ 92 $ 232 $ 299 $ 775 Special items - - 20 (43) ---- ----- ----- ----- Total operating net income $ 92 $ 232 $ 319 $ 732 - - --------------------------------------------------------------------
U.S. exploration and production earnings for the third quarter and nine months of 1998 were below last year's levels due to lower crude oil and natural gas prices. Average realized crude oil prices for the third quarter and nine months of 1998 were $10.06 and $10.87 per barrel; 39 percent lower than the 1997 periods. The dramatic price declines reflect a slowing in worldwide demand growth and continued high inventory levels. Crude oil prices recovered somewhat in late September as a result of the OPEC nations' efforts to cut production. For the third quarter and nine months of 1998, average natural gas prices were $1.89 and $2.03 per MCF; 11 percent lower than the 1997 periods. Lower natural gas prices were the result of excess supply in the marketplace. - more - -3- Production increased four percent for this year's third quarter and nine percent for the year. The increased production in the quarter included new production from the Arnold, Oyster and Barite South fields located in the Gulf of Mexico. Both production and earnings were negatively impacted by the recent storms in the Gulf of Mexico. This year included production from the Monterey properties acquired in November 1997. Texaco continued to pursue new reserve opportunities in the Gulf of Mexico leading to higher exploration expenses this year. Exploration expenses for the nine months of 1998 were $195 million before tax, $73 million higher than the same period of 1997. For the third quarter of 1998, exploration expenses were $48 million, $2 million higher than the third quarter 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 to establish financial reserves for royalty and severance tax issues.
Third Quarter Nine Months -------------- ------------- INTERNATIONAL (Millions): 1998 1997 1998 1997 - - -------------------------------------------------------------------- Operating earnings before special items $ 40 $ 103 $ 131 $ 338 Special items - - - 161 ----- ----- ----- ----- Total operating net income $ 40 $ 103 $ 131 $ 499 - - ---------------------------------------------------------------------
International exploration and production earnings for the third quarter and nine months of 1998 declined significantly from the same periods of 1997 due to lower crude oil prices. Average realized crude oil prices in 1998 were $11.05 per barrel for the quarter and $11.55 for nine months. These average prices were 35 percent below 1997 levels. OPEC's efforts to reduce production and lower inventory levels caused prices to recover slightly from their summer lows; however, prices have recently retreated and remain substantially below last year's levels. Daily production growth of 15 percent for this year's third quarter and 16 percent for the year benefited earnings. The combined production from the Captain, Erskine and Galley fields in the U.K. North Sea grew to 95 thousand barrels of oil equivalent per day in the third quarter. Production also grew in the Partitioned Neutral Zone, Indonesia and Colombia. Operating results for the third quarter and nine months of 1998 included non-cash currency charges of $3 million and $6 million related to deferred income taxes denominated in British Pound Sterling. This compares to benefits of $13 million for the third quarter and $26 million for nine months of 1997. - more - -4- Nine months of 1997 included second quarter 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.
MANUFACTURING, MARKETING AND DISTRIBUTION Third Quarter Nine Months --------------- ------------- UNITED STATES (Millions): 1998 1997 1998 1997 - - ------------------------------------------------------------------- Operating earnings before special items $ 99 $ 132 $ 242 $ 225 Special items 25 - (7) 13 ----- ----- ------ ------ Total operating net income $ 124 $ 132 $ 235 $ 238 - - -------------------------------------------------------------------
U.S. manufacturing, marketing and distribution earnings for the third quarter of 1998 included results from Motiva Enterprises LLC, Texaco's Eastern alliance with Shell Oil Company and Saudi Refining, Inc. that began operations in July. In addition, the quarter and year included operating results from Equilon Enterprises LLC, Texaco's Western alliance with Shell Oil Company that began operations in the first quarter. Results for the third quarter of 1998 reflected the industry trend of shrinking refining margins. Operating difficulties at certain refineries and the temporary shutdown of Gulf Coast refineries in September due to hurricane Georges negatively impacted earnings. Lower crude costs as well as strong transportation and lubricants earnings benefited the quarter and year. Results for the third quarter of 1997 included minimum refinery downtime and solid West Coast margins. Both the quarter and year included strong Gulf Coast refining margins. However, refinery fires in late 1996 and early 1997 negatively affected product yields and caused casualty loss expense in the first quarter. Additionally, West Coast margins were weak during the first half of the year due to intense competitive pressures. Results for 1998 included a third quarter net special gain of $25 million associated with the formation of the U.S. alliances. This net gain included gains on asset sales, asset writedowns and other formation charges. The second quarter of 1998 included a special charge of $32 million for alliance formation expenses, primarily employee severance programs. Results for 1997 included a second quarter special gain of $13 million from the sale of credit card operations. - more - -5-
Third Quarter Nine Months -------------- --------------- INTERNATIONAL (Millions): 1998 1997 1998 1997 - - -------------------------------------------------------------------- Operating earnings before special items $ 81 $ 134 $ 457 $ 370 Special items (43) - (43) - ----- ----- ------ ----- Total operating net income $ 38 $ 134 $ 414 $ 370 - - --------------------------------------------------------------------
International manufacturing and marketing earnings for the third quarter of 1998 declined significantly from 1997. The sharp decline was due to the Asian financial and economic crisis which weakened demand and created currency volatility. Caltex experienced a loss as a result of declining margins throughout the region from weak inland demand that caused higher volumes to be sold into the lower margin export markets. Singapore refinery margins were negative from extremely weak demand. However, in Latin America and Europe, third quarter earnings were up slightly. Nine months 1998 results increased due to improved manufacturing and marketing results from higher margins and volumes, mainly in the U.K., Caribbean and Central America. Operating results for the third quarter and nine months of 1998 included non-cash currency charges of $3 million and $5 million related to deferred income taxes denominated in British Pound Sterling. This compares to benefits of $4 million for the third quarter and $8 million for nine months of 1997. Results for 1998 included a third quarter net special charge of $43 million for a reorganization program in our affiliate Caltex. This program is intended to organize operations functionally and better position Caltex to identify growth opportunities.
CORPORATE/NONOPERATING RESULTS Third Quarter Nine Months --------------- --------------- (Millions): 1998 1997 1998 1997 - - -------------------------------------------------------------------- Results before special items $(108) $(114) $(331) $(302) Special items 25 - 44 488 ----- ----- ----- ------ Total corporate/nonoperating $ (83) $(114) $(287) $ 186 - - --------------------------------------------------------------------
Corporate and nonoperating results for the third quarter and nine months of 1998 included increased net interest expense from higher debt levels, however, successful efforts in expense control in overhead departments more than mitigated this impact. Results for nine months of - more - -6- 1998 included higher expenses for Texaco's corporate advertising campaign introduced in the second half of 1997. Results for 1998 included a third quarter special benefit of $25 million to adjust prior year's tax liability and a second quarter special tax benefit of $19 million 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 $2,769 million for the nine months of 1998 and $3,023 million in 1997. In the U.S., exploration and development expenditures slowed during the third quarter, but were flat for the year. Activities continued to reflect Texaco's focus in both the traditional shelf and deepwater areas of the Gulf of Mexico. Using advanced technologies, Texaco continues to grow oil and gas production and reserves. Internationally, expenditures decreased following the completion of several large projects in both the U.K. and Danish sectors of the North Sea. Development activity in Indonesia, the North Sea and other promising areas continued while exploratory spending decreased in China and other Far Eastern areas. Upstream expenditures in discovered reserve opportunities also continued in promising areas, including the Karachaganak venture in Kazakhstan. Lower international downstream expenditures reflected a decrease in the Caltex marketing areas from higher 1997 service station investments in Hong Kong and slower re-imaging spending in Caltex areas and Europe. These decreases were partly offset by higher marketing and manufacturing expenditures in Texaco's newly formed U.S. alliances. Texaco continues to carefully assess investment projects given the current and projected industry environment. Adjustments in spending have been made by deferring non-critical projects into future periods. - xxx - CONTACTS: Faye Cox 914-253-7745 Chris Gidez 914-253-4042 Kelly McAndrew 914-253-6295 - more - -7- INVESTOR RELATIONS: Elizabeth Smith 914-253-4478 Listen in live to Texaco's third quarter 1998 earnings discussion with financial analysts on Thursday, October 22, at 11:30 a.m. EDT at: http://www.events.broadcast.com/events/texaco/q398earnings ---------------------------------------------------------- For technical assistance, call Sheila Lujan at 800-366-9831 - more - -8-
Third Quarter (a) Nine Months (a) ----------------- --------------- 1998 1997 1998 1997 ---- ---- ---- ---- FUNCTIONAL NET INCOME (Millions) - - --------------------- Operating Earnings Petroleum and natural gas Exploration and production United States $ 92 $ 232 $ 319 $ 732 International 40 103 131 499 ------ ------- ------ ------ Total 132 335 450 1,231 Manufacturing, marketing and distribution United States 124 132 235 238 International 38 134 414 370 ------ ------- ------ ------ Total 162 266 649 608 ------ ------- ------ ------ Total petroleum and natural gas 294 601 1,099 1,839 Nonpetroleum 4 3 4 16 ------ ------- ------ ------ Total operating earnings 298 604 1,103 1,855 Corporate/Nonoperating (83) (114) (287) 186 ------ ------- ------ ------ Total net income $ 215 $ 490 $ 816 $2,041 ====== ======= ====== ====== Net income per common share (Dollars) Diluted $ 0.38 $ 0.90 $ 1.46 $ 3.75 Average number of common shares outstanding for computation of earnings per share (Millions) Diluted 526.4 540.2 548.6 540.0 Provision for income taxes included in total net income $ 34 $ 270 $ 258 $ 411 (a) Includes special items as detailed in this release.
- more - -9-
Third Quarter Nine Months -------------- ------------- OTHER FINANCIAL DATA (Millions) 1998 1997 1998 1997 - - ------------------------------- ---- ---- ---- ---- Revenues $ 7,707 $11,093 $23,898 $34,618 Total assets as of September 30 (b) $28,400 $26,815 Stockholders' equity as of September 30 (b) $12,300 $11,617 Total debt as of September 30 (b) $ 6,950 $ 5,637 Capital and exploratory expenditures Exploration and production United States $ 352 $ 491 $ 1,251 $ 1,272 International 283 444 834 990 ------- ------- ------- ------- Total 635 935 2,085 2,262 ------- ------- ------- ------- Manufacturing, marketing and distribution United States 120 94 303 246 International 130 178 358 486 ------ ------ ------- ------- Total 250 272 661 732 ------ ------ ------- ------- Other 3 18 23 29 ------ ------ ------- ------- Total $ 888 $ 1,225 $ 2,769 $ 3,023 ====== ======= ======= ======= Exploratory expenses included above United States $ 48 $ 46 $ 195 $ 122 International 45 68 129 184 ------ ------- ------- ------- Total $ 93 $ 114 $ 324 $ 306 ====== ======= ======= ======= Dividends paid to common stockholders $ 237 $ 235 $ 716 $ 676 Dividends per common share (Dollars) $ 0.45 $ 0.45 $ 1.35 $ 1.30 Dividend requirements for preferred stockholders $ 13 $ 14 $ 40 $ 42 (b) Preliminary
- more - -10-
Third Quarter Nine Months --------------- ------------- OPERATING DATA 1998 1997 1998 1997 - - -------------- ------ ------ ------ ------ Exploration and Production -------------------------- United States ------------- Net production of crude oil and natural gas liquids (MBPD) 432 391 443 387 Net production of natural gas - available for sale (MMCFPD) 1,641 1,722 1,694 1,686 Total net production (MBOEPD) 706 678 726 668 Natural gas sales (MMCFPD) 3,963 3,312 3,926 3,570 Average U.S. crude (per bbl.) $ 10.06 $ 16.56 $ 10.87 $ 17.71 Average U.S. natural gas (per mcf) $ 1.89 $ 2.13 $ 2.03 $ 2.28 Average WTI (Spot) (per bbl.) $ 14.16 $ 19.78 $ 14.89 $ 20.83 Average Kern (Spot) (per bbl.) $ 8.65 $ 14.30 $ 8.43 $ 14.81 International ------------- Net production of crude oil and natural gas liquids (MBPD) Europe 163 118 157 116 Indonesia 168 150 159 148 Partitioned Neutral Zone 104 97 106 94 Other 59 64 66 67 ------ ------ ------ ------ Total 494 429 488 425 Net production of natural gas - available for sale (MMCFPD) Europe 261 176 255 197 Colombia 165 190 185 168 Other 87 79 108 88 ------ ------ ------ ------ Total 513 445 548 453 Total net production (MBOEPD) 580 503 579 501 Natural gas sales (MMCFPD) 633 536 692 562 Average International crude (per bbl.) $ 11.05 $ 16.88 $ 11.55 $ 17.79 Average U.K. natural gas (per mcf) $ 2.34 $ 2.55 $ 2.53 $ 2.68 Average Colombia natural gas (per mcf) $ 0.79 $ 0.95 $ 0.88 $ 1.04 Worldwide --------- Total net production (MBOEPD) 1,286 1,181 1,305 1,169
- more - -11-
OPERATING DATA Third Quarter Nine Months - - -------------- --------------- ------------- 1998 1997 1998 1997 ---- ---- ---- ---- Manufacturing, Marketing ------------------------ and Distribution ------------------------ United States ------------- Refinery input (MBPD) Western U.S. 410 420 388 415 Eastern U.S. 301 339 316 334 ----- ----- ----- ----- Total 711 759 704 749 Refined product sales (MBPD) Western U.S. 643 512 597 492 Eastern U.S. 486 327 387 323 Other Operations 216 222 228 205 ----- ----- ----- ----- Total 1,345 1,061 1,212 1,020 International ------------- Refinery input (MBPD) Europe 326 329 356 337 Caltex 397 379 417 400 Latin America/West Africa 66 60 64 59 ----- ----- ----- ----- Total 789 768 837 796 Refined product sales (MBPD) Europe 547 508 567 496 Caltex 563 545 580 564 Latin America/West Africa 474 440 455 408 Other 56 66 53 62 ----- ----- ----- ----- Total 1,640 1,559 1,655 1,530