As filed with the Securities and Exchange Commission
              ----------------------------------------------------
                       on March 4 , 1999 Registration No.
                       ----------------------------------



                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                   ----------


                                    FORM S-8

                             REGISTRATION STATEMENT

                                      UNDER

                           THE SECURITIES ACT OF 1933


                                   ----------


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


         Delaware                                             74-1383447
(State or other jurisdiction of                            (I.R.S. Employer
incorporation or organization)                             Identification No.)

       2000 Westchester Avenue
       White Plains, New York                                    10650
(Address of principal executive offices)                       (Zip Code)

                                   ----------

                                   TEXACO INC.
                       DIRECTOR AND EMPLOYEE DEFERRAL PLAN
                            (Full title of the plan)


                                   ----------

                              Kjestine M. Anderson
                                    Secretary
                                   Texaco Inc.
                             2000 Westchester Avenue
                          White Plains, New York 10650
                     (Name and address of agent for service)

                                 (914) 253-4000
           Telephone number, including area code, of agent for service

                         CALCULATION OF REGISTRATION FEE

<TABLE>
<S>                            <C>                <C>                    <C>                     <C>
    Title of Securities        Amount to be       Proposed Maximum        Proposed Maximum           Amount of
     To be Registered           Registered         Offering Price        Aggregate Offering      Registration Fee
                                                      Per Share                Price
   Deferred Compensation        $20,000,000             100%                $20,000,000               $5,560
       Obligations1
<FN>
--------
1 The Deferred Compensation Obligations are unsecured obligations of Texaco Inc. to pay deferred compensation in
the future in accordance with the terms of the Texaco Inc. Director and Employee Deferral Plan.
</FN>
</TABLE>



<PAGE>

                                     PART II

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE

The following documents filed by the Registrant with the Securities and Exchange
Commission  ("SEC") are hereby  incorporated  by reference in this  Registration
Statement:

     (a) The  Registrant's  Annual Report filed on Form 10-K (SEC File No. 1-27)
for the fiscal year ended December 31, 1997;

     (b) All other  reports filed by the  Registrant  with the SEC (SEC File No.
1-27) pursuant to Section 13(a) or 15(d) of the Securities  Exchange Act of 1934
as amended (the "Exchange Act") since December 31, 1997;

     (c) (1) The Registrant's By-Laws as amended to and including July 25,
1997,  containing a  description  of the  Registrant's  Common  Stock,  filed as
Exhibit 3 to the  Registrant's  Quarterly  Report on Form 10-Q for the quarterly
period ended June 30, 1997, dated August 13, 1997, SEC File No. 1-27;

          (2) The Rights Agreement dated as of April 28, 1998 between the 
Registrant  and  ChaseMellon  Shareholder  Services,  L.L.C.,  as Rights  Agent,
containing a description of the Rights to purchase Series D Junior Participating
Preferred  Stock,  filed as Exhibit 99.1 to the  Registrant's  Current Report on
Form 8-K dated April 29, 1998, SEC File No. 1-27.

All documents filed by the Registrant  pursuant to Sections 13(a), 13(c), 14 and
15(d) of the Exchange Act subsequent to the date of this Registration  Statement
shall be deemed incorporated by reference in this Registration  Statement and to
be a part hereof from the date of filing such  documents and prior to the filing
of a  post-effective  amendment to this  Registration  Statement which indicates
that all securities being offered herein have been sold or which deregisters all
securities  then  remaining  unsold.  Any  statement  contained  in  a  document
incorporated or deemed to be incorporated by reference herein shall be deemed to
be modified or  superseded  for purposes of this  Registration  Statement to the
extent  that a statement  contained  herein or in any other  subsequently  filed
document  which  also is or is deemed to be  incorporated  by  reference  herein
modifies  or  supersedes  such  statement.  Any such  statement  so  modified or
superseded  shall  not be  deemed,  except  as so  modified  or  superseded,  to
constitute a part of this Registration Statement.

ITEM 4.  DESCRIPTION OF SECURITIES

Under the Texaco Inc. Director and Employee  Deferral Plan (the "Plan"),  Texaco
Inc. (the "Company")  provides  directors and current and retired  employees the
opportunity  to request that the Company defer payment of cash amounts which may
otherwise  become  payable to such  director  or employee  as salary,  fees,  or
amounts payable under a Company plan. The obligations of the Company to pay such
deferred  amounts to the  participants  in the Plan in the future in  accordance
with  the  terms of the  Plan  (the  "Obligations")  will be  unsecured  general
obligations  of the  Company and will rank pari passu with other  unsecured  and
unsubordinated indebtedness of the Company from time to time outstanding.

The amount to be deferred by each  participant  will be determined in accordance
with the Plan based on elections by the  participant.  Each  Obligation  will be
payable on a date selected by the  participant  in accordance  with the terms of
the Plan.  The  Obligations  will  either  accrue  interest at a rate set by the
Company  or will be  indexed  to one or more  mutual  funds  as  chosen  by each
participant. The Obligations will be denominated and be payable in United States
dollars.



                                       1

<PAGE>

A participant's right or the right of any other person to the Obligations cannot
be assigned, transferred, pledged, or encumbered except by a written designation
of a beneficiary  under the Plan, by written will, or by the laws of descent and
distribution.

The Obligations are not subject to redemption, in whole or in part, prior to the
individual  payment  dates  specified by the  participant,  at the option of the
Company  or  through  operation  of a  mandatory  or  optional  sinking  fund or
analogous  provision.  However,  the  Company  reserves  the  right  to amend or
terminate  the Plan at any time,  except that no such  amendment or  termination
shall  adversely  affect the right of a participant to the balance of his or her
deferred account as of the date of such amendment or termination.

The Obligations are not convertible  into another  security of the Company.  The
Obligations  will  not  have the  benefit  of a  negative  pledge  or any  other
affirmative or negative covenant on the part of the Company. No trustee has been
appointed  having the  authority to take action with respect to the  Obligations
and each participant will be responsible for acting  independently  with respect
to, among other  things,  the giving of notices,  responding to any requests for
consents,  waivers  or  amendments  pertaining  to  the  Obligations,  enforcing
covenants and taking action upon a default.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

         Not applicable

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

Under the provisions of Section 145 of the Delaware  Corporation Law and Article
V of the By-Laws of the Registrant, directors and officers of the Registrant are
indemnified  by  the  Registrant,   under  certain   circumstances  for  certain
liabilities and expenses.

The Registrant  would recover  indemnification  payments under the provisions of
its various directors and officers liability and company reimbursement insurance
policies, subject to deductibles and other specified exclusions set forth in the
policies.  Further, directors or officers of the Registrant may recover directly
under the policies in certain  instances  where the  Registrant  itself does not
provide indemnification.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED

         Not applicable

ITEM 8.  EXHIBITS

         See Index to Exhibits

ITEM 9.  UNDERTAKINGS

     (a) The undersigned Registrant hereby undertakes:

          (1) to file, during any period in which offers or sales are being made
          of the securities registered hereby, a post-effective amendment to
          this Registration Statement:

               (i) To include any prospectus required by Section 10(a)(3) of the
               Securities Act of 1933;

                                       2
<PAGE>

               (ii) To reflect in the prospectus any facts or events arising
               after the effective date of the Registration Statement (or the
               most recent post-effective amendment thereof) which, individually
               or in the aggregate, represent a fundamental change in the
               information set forth in the Registration Statement; and

               (iii) To include any material information with respect to the
               plan of distribution not previously disclosed in the Registration
               Statement or any material change to such information in the
               Registration Statement;

               provided, however, that the undertakings set forth in paragraphs
               (a)(1)(i) and (a)(1)(ii) above do not apply if the information to
               be included in a post-effective amendment by those paragraphs is
               contained in periodic reports filed by the Registrant pursuant to
               Section 13 or Section 15(d) of the Exchange Act that are
               incorporated by reference in this Registration Statement.

          (2) that, for the purpose of determining any liability under the
          Securities Act of 1933, each such post-effective amendment shall be
          deemed to be a new registration statement relating to the securities
          offered therein, and the offering of such securities at that time
          shall be deemed to be the initial bona fide offering thereof; and

          (3) to remove from registration by means of a post-effective amendment
          any of the securities being registered which remain unsold at the
          termination of the offering.

     (b) The undersigned Registrant hereby undertakes that, for purposes of
     determining any liability under the Securities Act of 1933, each filing of
     the Registrant's Annual Report on Form 10-K pursuant to Section 13(a) or
     Section 15(d) of the Exchange Act that is incorporated by reference in the
     Registration Statement shall be deemed to be a new registration statement
     relating to the securities offered therein, and the offering of such
     securities at that time shall be deemed to be the initial bona fide
     offering thereof.

     (c) Insofar as indemnification for liabilities arising under the Securities
     Act of 1933 may be permitted to directors, officers and controlling persons
     of the Registrant pursuant to the provisions of Item 6 of this Registration
     Statement, or otherwise, the Registrant has been advised that in the
     opinion of the Securities and Exchange Commission such indemnification is
     against public policy as expressed in the Securities Act of 1933 and is,
     therefore, unenforceable. In the event that a claim for indemnification
     against such liabilities (other than the payment by the Registrant of
     expenses incurred or paid by a director, officer or controlling person of
     the Registrant in the successful defense of any action, suit or proceeding)
     is asserted by such director, officer or controlling person in connection
     with the securities being registered, the Registrant will, unless in the
     opinion of its counsel the matter has been settled by controlling
     precedent, submit to a court of appropriate jurisdiction the question
     whether such indemnification by it is against public policy as expressed in
     the Securities Act of 1933, and will be governed by the final adjudication
     of such issue.

                                       3
<PAGE>


                                   SIGNATURES


         Pursuant  to the  requirements  of the  Securities  Act  of  1933,  the
         Registrant  certifies that it has reasonable grounds to believe that it
         meets  all of the  requirements  for  filing  on Form  S-8 and has duly
         caused this  Registration  Statement  to be signed on its behalf by the
         undersigned,  thereunto duly authorized, in the Town of Harrison, State
         of New York, on the 4th day of March, 1999.

                                              TEXACO INC.


                                              By:      /s/  Kjestine M. Anderson
                                                       -------------------------
                                                       Kjestine M. Anderson
                                                               Secretary



         Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
         Registration  Statement has been signed by the following persons in the
         capacities and on the date indicated.


Peter I. Bijur................ Chairman of the Board and Chief Executive Officer
                                         (Principal Executive Officer)

Patrick J. Lynch.............. Senior Vice President and Chief Financial Officer
                                         (Principal Financial Officer)

Robert C. Oelkers............. Comptroller
                                         (Principal Accounting Officer)


Directors:

       A. Charles Baillie                                Sam Nunn
       Peter I. Bijur                                    Charles H. Price, II
       John Brademas                                     Charles R. Shoemate
       Mary K. Bush                                      Robin B. Smith
       Willard C. Butcher                                William C. Steere, Jr.
       Edmund M. Carpenter                               Thomas A. Vanderslice
       Michael C. Hawley                                 William Wrigley
       Franklyn G. Jenifer


By:      /s/ R. E. Koch
         ----------------------------------
         R. E. Koch
         Attorney-in-fact for the
         above-named officers and directors


                                                         Date:  March 4, 1999
                                       4

<PAGE>


                                INDEX TO EXHIBITS

The exhibits designated by asterisks are incorporated herein by reference to
documents previously filed by Texaco Inc. with the Securities and Exchange
Commission, SEC File No. 1-27.

Exhibit
Number              Exhibit
-------             -------

                  
  *4(a)             Restated Certificate of Incorporation of Texaco Inc., as
                    amended to and including September 10, 1997 filed as Exhibit
                    3.1 to Texaco Inc.'s Annual Report on Form 10-K for the year
                    ended December 31, 1997 dated March 18, 1998, incorporated
                    by reference.

                  
  *4(b)             By-Laws of Texaco Inc., as amended to and including July 25,
                    1997, filed as Exhibit 3 to Texaco Inc.'s Quarterly Report
                    on Form 10-Q for the quarterly period ended June 30, 1997,
                    incorporated by reference.

                  
  *4(c)             Rights Agreement dated as of April 28, 1998, between the
                    Registrant and ChaseMellon Shareholder Services, L.L.C., as
                    Rights Agent, containing a description of the Rights to
                    Purchase Series D Junior Participating Preferred Stock,
                    filed as Exhibit 99.1 to the Registrant's Current Report on
                    Form 8-K dated April 28, 1998, incorporated by reference.

                   
   5                Opinion of Paul R. Lovejoy, Esq. as to legality of
                    securities being registered.

23.1                Consent of Arthur Andersen LLP.

23.2                Consent of KPMG LLP.

                
23.3                The consent of Paul R. Lovejoy, Esq. is contained in his
                    opinion filed as Exhibit 5 to this Registration Statement.

 
*24.1               Power of Attorney. Powers of Attorney for certain directors
                    and officers of Texaco Inc. authorizing, among other things,
                    the signing of registration statements on their behalf, have
                    been filed as Exhibit 24 to Texaco Inc.'s Annual Report on
                    Form 10-K for the year ended December 31, 1997, filed on
                    March 18, 1998.

                 
*24.3               Power of Attorney. Power of Attorney for Charles R.
                    Shoemate, a director of Texaco Inc., authorizing, among
                    other things, the signing of registration statements on his
                    behalf, has been filed as Exhibit 24.3 to Registration
                    Statement on Form S-3 (Registration No. 333-68217) on
                    December 2, 1998.

                                       5

<PAGE>

 *24.4              Power of Attorney. Power of Attorney for A. Charles Baillie,
                    a director of Texaco Inc., authorizing, among other things,
                    the signing of registration statements on his behalf, has
                    been filed as Exhibit 24.4 to Amendment No. 1 to
                    Registration Statement on Form S-3 (Registration No.
                    333-68217) on January 29, 1999.
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 18433}]
{"company-data": {"conformed-name": "TEXACO INC", "cik": "0000097349", "assigned-sic": "2911", "irs-number": "741383447", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-73329", "film-number": "99557071"}, "business-address": {"street1": "2000 WESTCHESTER AVE", "city": "WHITE PLAINS", "state": "NY", "zip": "10650", "phone": "9142534000"}}
As filed with the Securities and Exchange Commission
              ----------------------------------------------------
                       on March 4 , 1999 Registration No.
                       ----------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   ----------

                                    FORM S-8

                             REGISTRATION STATEMENT

                                      UNDER

                           THE SECURITIES ACT OF 1933

                                   ----------

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

         Delaware                                             74-1383447
(State or other jurisdiction of                            (I.R.S. Employer
incorporation or organization)                             Identification No.)

       2000 Westchester Avenue
       White Plains, New York                                    10650
(Address of principal executive offices)                       (Zip Code)

                                   ----------

                                   TEXACO INC.
                       DIRECTOR AND EMPLOYEE DEFERRAL PLAN
                            (Full title of the plan)

                                   ----------

                              Kjestine M. Anderson
                                    Secretary
                                   Texaco Inc.
                             2000 Westchester Avenue
                          White Plains, New York 10650
                     (Name and address of agent for service)

                                 (914) 253-4000
           Telephone number, including area code, of agent for service

                         CALCULATION OF REGISTRATION FEE
Title of Securities        Amount to be       Proposed Maximum        Proposed Maximum           Amount of
     To be Registered           Registered         Offering Price        Aggregate Offering      Registration Fee
                                                      Per Share                Price
   Deferred Compensation        $20,000,000             100%                $20,000,000               $5,560
       Obligations1
--------
1 The Deferred Compensation Obligations are unsecured obligations of Texaco Inc. to pay deferred compensation in
the future in accordance with the terms of the Texaco Inc. Director and Employee Deferral Plan.
PART II

ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE

The following documents filed by the Registrant with the Securities and Exchange
Commission  ("SEC") are hereby  incorporated  by reference in this  Registration
Statement:

     (a) The  Registrant's  Annual Report filed on Form 10-K (SEC File No. 1-27)
for the fiscal year ended December 31, 1997;

     (b) All other  reports filed by the  Registrant  with the SEC (SEC File No.
1-27) pursuant to Section 13(a) or 15(d) of the Securities  Exchange Act of 1934
as amended (the "Exchange Act") since December 31, 1997;

     (c) (1) The Registrant's By-Laws as amended to and including July 25,
1997,  containing a  description  of the  Registrant's  Common  Stock,  filed as
Exhibit 3 to the  Registrant's  Quarterly  Report on Form 10-Q for the quarterly
period ended June 30, 1997, dated August 13, 1997, SEC File No. 1-27;

          (2) The Rights Agreement dated as of April 28, 1998 between the 
Registrant  and  ChaseMellon  Shareholder  Services,  L.L.C.,  as Rights  Agent,
containing a description of the Rights to purchase Series D Junior Participating
Preferred  Stock,  filed as Exhibit 99.1 to the  Registrant's  Current Report on
Form 8-K dated April 29, 1998, SEC File No. 1-27.

All documents filed by the Registrant  pursuant to Sections 13(a), 13(c), 14 and
15(d) of the Exchange Act subsequent to the date of this Registration  Statement
shall be deemed incorporated by reference in this Registration  Statement and to
be a part hereof from the date of filing such  documents and prior to the filing
of a  post-effective  amendment to this  Registration  Statement which indicates
that all securities being offered herein have been sold or which deregisters all
securities  then  remaining  unsold.  Any  statement  contained  in  a  document
incorporated or deemed to be incorporated by reference herein shall be deemed to
be modified or  superseded  for purposes of this  Registration  Statement to the
extent  that a statement  contained  herein or in any other  subsequently  filed
document  which  also is or is deemed to be  incorporated  by  reference  herein
modifies  or  supersedes  such  statement.  Any such  statement  so  modified or
superseded  shall  not be  deemed,  except  as so  modified  or  superseded,  to
constitute a part of this Registration Statement.

ITEM 4.  DESCRIPTION OF SECURITIES

Under the Texaco Inc. Director and Employee  Deferral Plan (the "Plan"),  Texaco
Inc. (the "Company")  provides  directors and current and retired  employees the
opportunity  to request that the Company defer payment of cash amounts which may
otherwise  become  payable to such  director  or employee  as salary,  fees,  or
amounts payable under a Company plan. The obligations of the Company to pay such
deferred  amounts to the  participants  in the Plan in the future in  accordance
with  the  terms of the  Plan  (the  "Obligations")  will be  unsecured  general
obligations  of the  Company and will rank pari passu with other  unsecured  and
unsubordinated indebtedness of the Company from time to time outstanding.

The amount to be deferred by each  participant  will be determined in accordance
with the Plan based on elections by the  participant.  Each  Obligation  will be
payable on a date selected by the  participant  in accordance  with the terms of
the Plan.  The  Obligations  will  either  accrue  interest at a rate set by the
Company  or will be  indexed  to one or more  mutual  funds  as  chosen  by each
participant. The Obligations will be denominated and be payable in United States
dollars.

                                       1
A participant's right or the right of any other person to the Obligations cannot
be assigned, transferred, pledged, or encumbered except by a written designation
of a beneficiary  under the Plan, by written will, or by the laws of descent and
distribution.

The Obligations are not subject to redemption, in whole or in part, prior to the
individual  payment  dates  specified by the  participant,  at the option of the
Company  or  through  operation  of a  mandatory  or  optional  sinking  fund or
analogous  provision.  However,  the  Company  reserves  the  right  to amend or
terminate  the Plan at any time,  except that no such  amendment or  termination
shall  adversely  affect the right of a participant to the balance of his or her
deferred account as of the date of such amendment or termination.

The Obligations are not convertible  into another  security of the Company.  The
Obligations  will  not  have the  benefit  of a  negative  pledge  or any  other
affirmative or negative covenant on the part of the Company. No trustee has been
appointed  having the  authority to take action with respect to the  Obligations
and each participant will be responsible for acting  independently  with respect
to, among other  things,  the giving of notices,  responding to any requests for
consents,  waivers  or  amendments  pertaining  to  the  Obligations,  enforcing
covenants and taking action upon a default.

ITEM 5.  INTERESTS OF NAMED EXPERTS AND COUNSEL

         Not applicable

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS

Under the provisions of Section 145 of the Delaware  Corporation Law and Article
V of the By-Laws of the Registrant, directors and officers of the Registrant are
indemnified  by  the  Registrant,   under  certain   circumstances  for  certain
liabilities and expenses.

The Registrant  would recover  indemnification  payments under the provisions of
its various directors and officers liability and company reimbursement insurance
policies, subject to deductibles and other specified exclusions set forth in the
policies.  Further, directors or officers of the Registrant may recover directly
under the policies in certain  instances  where the  Registrant  itself does not
provide indemnification.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED

         Not applicable

ITEM 8.  EXHIBITS

         See Index to Exhibits

ITEM 9.  UNDERTAKINGS

     (a) The undersigned Registrant hereby undertakes:

          (1) to file, during any period in which offers or sales are being made
          of the securities registered hereby, a post-effective amendment to
          this Registration Statement:

               (i) To include any prospectus required by Section 10(a)(3) of the
               Securities Act of 1933;

                                       2
(ii) To reflect in the prospectus any facts or events arising
               after the effective date of the Registration Statement (or the
               most recent post-effective amendment thereof) which, individually
               or in the aggregate, represent a fundamental change in the
               information set forth in the Registration Statement; and

               (iii) To include any material information with respect to the
               plan of distribution not previously disclosed in the Registration
               Statement or any material change to such information in the
               Registration Statement;

               provided, however, that the undertakings set forth in paragraphs
               (a)(1)(i) and (a)(1)(ii) above do not apply if the information to
               be included in a post-effective amendment by those paragraphs is
               contained in periodic reports filed by the Registrant pursuant to
               Section 13 or Section 15(d) of the Exchange Act that are
               incorporated by reference in this Registration Statement.

          (2) that, for the purpose of determining any liability under the
          Securities Act of 1933, each such post-effective amendment shall be
          deemed to be a new registration statement relating to the securities
          offered therein, and the offering of such securities at that time
          shall be deemed to be the initial bona fide offering thereof; and

          (3) to remove from registration by means of a post-effective amendment
          any of the securities being registered which remain unsold at the
          termination of the offering.

     (b) The undersigned Registrant hereby undertakes that, for purposes of
     determining any liability under the Securities Act of 1933, each filing of
     the Registrant's Annual Report on Form 10-K pursuant to Section 13(a) or
     Section 15(d) of the Exchange Act that is incorporated by reference in the
     Registration Statement shall be deemed to be a new registration statement
     relating to the securities offered therein, and the offering of such
     securities at that time shall be deemed to be the initial bona fide
     offering thereof.

     (c) Insofar as indemnification for liabilities arising under the Securities
     Act of 1933 may be permitted to directors, officers and controlling persons
     of the Registrant pursuant to the provisions of Item 6 of this Registration
     Statement, or otherwise, the Registrant has been advised that in the
     opinion of the Securities and Exchange Commission such indemnification is
     against public policy as expressed in the Securities Act of 1933 and is,
     therefore, unenforceable. In the event that a claim for indemnification
     against such liabilities (other than the payment by the Registrant of
     expenses incurred or paid by a director, officer or controlling person of
     the Registrant in the successful defense of any action, suit or proceeding)
     is asserted by such director, officer or controlling person in connection
     with the securities being registered, the Registrant will, unless in the
     opinion of its counsel the matter has been settled by controlling
     precedent, submit to a court of appropriate jurisdiction the question
     whether such indemnification by it is against public policy as expressed in
     the Securities Act of 1933, and will be governed by the final adjudication
     of such issue.

                                       3
SIGNATURES

         Pursuant  to the  requirements  of the  Securities  Act  of  1933,  the
         Registrant  certifies that it has reasonable grounds to believe that it
         meets  all of the  requirements  for  filing  on Form  S-8 and has duly
         caused this  Registration  Statement  to be signed on its behalf by the
         undersigned,  thereunto duly authorized, in the Town of Harrison, State
         of New York, on the 4th day of March, 1999.

                                              TEXACO INC.

                                              By:      /s/  Kjestine M. Anderson
                                                       -------------------------
                                                       Kjestine M. Anderson
                                                               Secretary

         Pursuant  to the  requirements  of the  Securities  Act of  1933,  this
         Registration  Statement has been signed by the following persons in the
         capacities and on the date indicated.

Peter I. Bijur................ Chairman of the Board and Chief Executive Officer
                                         (Principal Executive Officer)

Patrick J. Lynch.............. Senior Vice President and Chief Financial Officer
                                         (Principal Financial Officer)

Robert C. Oelkers............. Comptroller
                                         (Principal Accounting Officer)

Directors:

       A. Charles Baillie                                Sam Nunn
       Peter I. Bijur                                    Charles H. Price, II
       John Brademas                                     Charles R. Shoemate
       Mary K. Bush                                      Robin B. Smith
       Willard C. Butcher                                William C. Steere, Jr.
       Edmund M. Carpenter                               Thomas A. Vanderslice
       Michael C. Hawley                                 William Wrigley
       Franklyn G. Jenifer

By:      /s/ R. E. Koch
         ----------------------------------
         R. E. Koch
         Attorney-in-fact for the
         above-named officers and directors

                                                         Date:  March 4, 1999
                                       4
INDEX TO EXHIBITS

The exhibits designated by asterisks are incorporated herein by reference to
documents previously filed by Texaco Inc. with the Securities and Exchange
Commission, SEC File No. 1-27.

Exhibit
Number              Exhibit
-------             -------

                  
  *4(a)             Restated Certificate of Incorporation of Texaco Inc., as
                    amended to and including September 10, 1997 filed as Exhibit
                    3.1 to Texaco Inc.'s Annual Report on Form 10-K for the year
                    ended December 31, 1997 dated March 18, 1998, incorporated
                    by reference.

                  
  *4(b)             By-Laws of Texaco Inc., as amended to and including July 25,
                    1997, filed as Exhibit 3 to Texaco Inc.'s Quarterly Report
                    on Form 10-Q for the quarterly period ended June 30, 1997,
                    incorporated by reference.

                  
  *4(c)             Rights Agreement dated as of April 28, 1998, between the
                    Registrant and ChaseMellon Shareholder Services, L.L.C., as
                    Rights Agent, containing a description of the Rights to
                    Purchase Series D Junior Participating Preferred Stock,
                    filed as Exhibit 99.1 to the Registrant's Current Report on
                    Form 8-K dated April 28, 1998, incorporated by reference.

                   
   5                Opinion of Paul R. Lovejoy, Esq. as to legality of
                    securities being registered.

23.1                Consent of Arthur Andersen LLP.

23.2                Consent of KPMG LLP.

                
23.3                The consent of Paul R. Lovejoy, Esq. is contained in his
                    opinion filed as Exhibit 5 to this Registration Statement.

 
*24.1               Power of Attorney. Powers of Attorney for certain directors
                    and officers of Texaco Inc. authorizing, among other things,
                    the signing of registration statements on their behalf, have
                    been filed as Exhibit 24 to Texaco Inc.'s Annual Report on
                    Form 10-K for the year ended December 31, 1997, filed on
                    March 18, 1998.

                 
*24.3               Power of Attorney. Power of Attorney for Charles R.
                    Shoemate, a director of Texaco Inc., authorizing, among
                    other things, the signing of registration statements on his
                    behalf, has been filed as Exhibit 24.3 to Registration
                    Statement on Form S-3 (Registration No. 333-68217) on
                    December 2, 1998.

                                       5
*24.4              Power of Attorney. Power of Attorney for A. Charles Baillie,
                    a director of Texaco Inc., authorizing, among other things,
                    the signing of registration statements on his behalf, has
                    been filed as Exhibit 24.4 to Amendment No. 1 to
                    Registration Statement on Form S-3 (Registration No.
                    333-68217) on January 29, 1999.