As filed with the Securities and Exchange         
Commission on August 29, 1996              Registration Number 33-______________
================================================================================
                       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.
                              STOCK INCENTIVE PLAN
                            (Full title of the plan)
                                  ------------

                                Carl B. Davidson
                          Vice President and Secretary
                                   Texaco Inc.
                             2000 Westchester Avenue
                          White Plains, New York 10650
                     (Name and address of agent for service)
   Telephone number, including area code, of agent for service (914) 253-4000

                         CALCULATION OF REGISTRATION FEE
<TABLE>


<S>                                 <C>                  <C>                  <C>                   <C>
- ----------------------------------- -------------------- -------------------- --------------------- --------------------
                                                              Proposed              Proposed
                                                               Maximum              Maximum
                                                              Offering             Aggregate             Amount of
       Title of Securities             Amount to be           Price Per             Offering           Registration
          to be Registered              Registered*            Share**              Price**                 Fee
- ----------------------------------- -------------------- -------------------- --------------------- --------------------
- ----------------------------------- -------------------- -------------------- --------------------- --------------------
        Common Stock, par
      value $6.25 per share          12,000,000 shares         $89.69           $1,076,280,000.00       $371,131.00

- ----------------------------------- -------------------- -------------------- --------------------- --------------------
</TABLE>

*        Plus an indeterminate  number of additional shares which may be offered
         and issued to prevent  dilution  resulting  from  stock  splits,  stock
         dividends or similar transactions.

**       Calculated pursuant to Rule 457(h) of the General Rules and Regulations
         under the  Securities  Act of 1933 solely for the purpose of  computing
         the  registration  fee,  based on the  average of the high and low sale
         prices  of the  common  stock of  Texaco  Inc.  on the New  York  Stock
         Exchange Composite tape on August 26, 1996.
================================================================================

<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, 1995 (dated and filed March 28, 1996);

    (b) The documents  listed below,  filed by the Registrant  with the 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")  subsequent  to December 31, 1995,
contain the most recently  published  corporate and financial data regarding the
Registrant, and are incorporated by reference in this Registration Statement:

                    (1)  Form 8-K of the  Registrant  - date of  earliest  event
                         reported, January 22, 1996 (dated and filed January 23,
                         1996),

                    (2)  Form 8-K of the  Registrant  - date of  earliest  event
                         reported,  April 22,  1996  (dated and filed  April 23,
                         1996),

                    (3)  Form 8-K of the  Registrant  - date of  earliest  event
                         reported,  July 22, 1996 (dated July 22, 1996 and filed
                         July 23, 1996),

                    (4)  The Registrant's  Proxy Statement dated and filed March
                         28, 1996,  issued in connection  with the  Registrant's
                         1996 Annual Meeting,

                    (5)  Quarterly Report of the Registrant for the quarterly
                         period  ended  March  31,  1996,  filed on Form  10-Q
                         (dated and filed May 10, 1996), and

                    (6)  Quarterly  Report of the  Registrant  for the quarterly
                         period ended June 30,  1996,  filed on Form 10-Q (dated
                         August 12, 1996 and filed August 13, 1996); and

         (c) The Registrant's  (1) By-Laws as amended to and including  February
26, 1993,  containing a description of the common stock, filed as Exhibit 3.2 to
the Registrant's Annual Report on Form 10-K for the year ended December 31, 1992
dated March 17, 1993,  SEC File No. 1-27; and refiled for EDGAR purposes only as
Exhibit 3.2 to the  Registrant's  Annual  Report on Form 10-K for the year ended
December  31,  1994,  and (2) the Rights  Agreement  dated as of March 16,  1989
between the  Registrant  and the Chase  Manhattan  Bank,  N.A., as Rights Agent,
containing a description of the Rights to purchase Series D Junior Participating
Preferred Stock,  filed as Exhibit 1 to the Registrant's  Current Report on Form
8-K dated March 28, 1989, 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.

                                       1

<PAGE>


ITEM 4.  DESCRIPTION OF SECURITIES

                  Not applicable

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












                                       2

<PAGE>


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;

                           (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 paragraphs (a)(1)(i) and (a)(1)(ii) 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 the Registration Statement.

                  (2) that, for the purpose of determining  any liability  under
         the Securities Act, 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,  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 may be permitted to directors,  officers and controlling  persons
of the  Registrant  pursuant to the  foregoing  provisions,  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 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 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 29th day of
August, 1996.

                                                              TEXACO INC.


                                          By:            Carl B. Davidson
                                              ----------------------------------
                                                  Vice President and 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)
William C. Bousquette ................. Senior Vice President and Chief 
                                              Financial Officer
                                         (Principal Financial Officer)
Robert C. Oelkers ..................... Comptroller
                                         (Principal Accounting Officer)


Directors:

         Peter I. Bijur                                  Thomas S. Murphy
         John Brademas                                   Charles H. Price, II
         Willard C. Butcher                              Robin B. Smith
         Edmund M. Carpenter                             William C. Steere, Jr.
         Michael C. Hawley                               Thomas A. Vanderslice
         Franklyn G. Jenifer                             William Wrigley
         Allen J. Krowe



By:               R. E. Koch                    Date:       August 29, 1996
       ------------------------------------            -------------------------
       Attorney-in-fact for the above-named
         officers and directors

                                       4

<PAGE>



                                INDEX TO EXHIBITS

The exhibits  designated by an asterisk 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  November 9, 1994,  filed
                           as Exhibit 3.1 to Texaco Inc.'s Annual Report on Form
                           10-K for the year ended  December 31, 1994 dated 
                           March 27, 1995, incorporated by reference.

   *4(b)                   By-Laws of Texaco Inc.,  as amended to and  including
                           February  26,  1993,  filed as Exhibit  3.2 to Texaco
                           Inc.'s  Annual Report on Form 10-K for the year ended
                           December  31,  1993;  and refiled for EDGAR  purposes
                           only as Exhibit 3.2 to Texaco Inc.'s Annual Report on
                           Form  10-K  for the year  ended  December  31,  1994,
                           dated March 27, 1995, incorporated by reference.

   *4(c)                   Rights  Agreement  dated as of March 16, 1989 between
                           the Registrant and the Chase Manhattan Bank, N.A., as
                           Rights Agent,  containing a description of the Rights
                           to purchase Series D Junior  Participating  Preferred
                           Stock, filed as Exhibit 1 to the Registrant's Current
                           Report on Form 8-K dated March 28, 1989, incorporated
                           by reference.

   23                      Consent of Arthur Andersen LLP.

   24.1 to 24.15           Powers of Attorney for certain Directors and 
                           officers  of Texaco Inc. authorizing the signing of 
                           the registration statement on Form S-8 on their 
                           behalf.

                                       5
[{"type": "S-8", "sequence": "1", "description": "FORM S-8", "secsgml_size_bytes": 16934}]
{"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": "333-11019", "film-number": "96622839"}, "business-address": {"street1": "2000 WESTCHESTER AVE", "city": "WHITE PLAINS", "state": "NY", "zip": "10650", "phone": "9142534000"}}
As filed with the Securities and Exchange         
Commission on August 29, 1996              Registration Number 33-______________
================================================================================
                       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.
                              STOCK INCENTIVE PLAN
                            (Full title of the plan)
                                  ------------

                                Carl B. Davidson
                          Vice President and Secretary
                                   Texaco Inc.
                             2000 Westchester Avenue
                          White Plains, New York 10650
                     (Name and address of agent for service)
   Telephone number, including area code, of agent for service (914) 253-4000

                         CALCULATION OF REGISTRATION FEE
- ----------------------------------- -------------------- -------------------- --------------------- --------------------
                                                              Proposed              Proposed
                                                               Maximum              Maximum
                                                              Offering             Aggregate             Amount of
       Title of Securities             Amount to be           Price Per             Offering           Registration
          to be Registered              Registered*            Share**              Price**                 Fee
- ----------------------------------- -------------------- -------------------- --------------------- --------------------
- ----------------------------------- -------------------- -------------------- --------------------- --------------------
        Common Stock, par
      value $6.25 per share          12,000,000 shares         $89.69           $1,076,280,000.00       $371,131.00

- ----------------------------------- -------------------- -------------------- --------------------- --------------------
*        Plus an indeterminate  number of additional shares which may be offered
         and issued to prevent  dilution  resulting  from  stock  splits,  stock
         dividends or similar transactions.

**       Calculated pursuant to Rule 457(h) of the General Rules and Regulations
         under the  Securities  Act of 1933 solely for the purpose of  computing
         the  registration  fee,  based on the  average of the high and low sale
         prices  of the  common  stock of  Texaco  Inc.  on the New  York  Stock
         Exchange Composite tape on August 26, 1996.
================================================================================
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, 1995 (dated and filed March 28, 1996);

    (b) The documents  listed below,  filed by the Registrant  with the 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")  subsequent  to December 31, 1995,
contain the most recently  published  corporate and financial data regarding the
Registrant, and are incorporated by reference in this Registration Statement:

                    (1)  Form 8-K of the  Registrant  - date of  earliest  event
                         reported, January 22, 1996 (dated and filed January 23,
                         1996),

                    (2)  Form 8-K of the  Registrant  - date of  earliest  event
                         reported,  April 22,  1996  (dated and filed  April 23,
                         1996),

                    (3)  Form 8-K of the  Registrant  - date of  earliest  event
                         reported,  July 22, 1996 (dated July 22, 1996 and filed
                         July 23, 1996),

                    (4)  The Registrant's  Proxy Statement dated and filed March
                         28, 1996,  issued in connection  with the  Registrant's
                         1996 Annual Meeting,

                    (5)  Quarterly Report of the Registrant for the quarterly
                         period  ended  March  31,  1996,  filed on Form  10-Q
                         (dated and filed May 10, 1996), and

                    (6)  Quarterly  Report of the  Registrant  for the quarterly
                         period ended June 30,  1996,  filed on Form 10-Q (dated
                         August 12, 1996 and filed August 13, 1996); and

         (c) The Registrant's  (1) By-Laws as amended to and including  February
26, 1993,  containing a description of the common stock, filed as Exhibit 3.2 to
the Registrant's Annual Report on Form 10-K for the year ended December 31, 1992
dated March 17, 1993,  SEC File No. 1-27; and refiled for EDGAR purposes only as
Exhibit 3.2 to the  Registrant's  Annual  Report on Form 10-K for the year ended
December  31,  1994,  and (2) the Rights  Agreement  dated as of March 16,  1989
between the  Registrant  and the Chase  Manhattan  Bank,  N.A., as Rights Agent,
containing a description of the Rights to purchase Series D Junior Participating
Preferred Stock,  filed as Exhibit 1 to the Registrant's  Current Report on Form
8-K dated March 28, 1989, 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.

                                       1
ITEM 4.  DESCRIPTION OF SECURITIES

                  Not applicable

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

                                       2
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;

                           (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 paragraphs (a)(1)(i) and (a)(1)(ii) 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 the Registration Statement.

                  (2) that, for the purpose of determining  any liability  under
         the Securities Act, 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,  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 may be permitted to directors,  officers and controlling  persons
of the  Registrant  pursuant to the  foregoing  provisions,  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 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 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 29th day of
August, 1996.

                                                              TEXACO INC.

                                          By:            Carl B. Davidson
                                              ----------------------------------
                                                  Vice President and 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)
William C. Bousquette ................. Senior Vice President and Chief 
                                              Financial Officer
                                         (Principal Financial Officer)
Robert C. Oelkers ..................... Comptroller
                                         (Principal Accounting Officer)

Directors:

         Peter I. Bijur                                  Thomas S. Murphy
         John Brademas                                   Charles H. Price, II
         Willard C. Butcher                              Robin B. Smith
         Edmund M. Carpenter                             William C. Steere, Jr.
         Michael C. Hawley                               Thomas A. Vanderslice
         Franklyn G. Jenifer                             William Wrigley
         Allen J. Krowe

By:               R. E. Koch                    Date:       August 29, 1996
       ------------------------------------            -------------------------
       Attorney-in-fact for the above-named
         officers and directors

                                       4
INDEX TO EXHIBITS

The exhibits  designated by an asterisk 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  November 9, 1994,  filed
                           as Exhibit 3.1 to Texaco Inc.'s Annual Report on Form
                           10-K for the year ended  December 31, 1994 dated 
                           March 27, 1995, incorporated by reference.

   *4(b)                   By-Laws of Texaco Inc.,  as amended to and  including
                           February  26,  1993,  filed as Exhibit  3.2 to Texaco
                           Inc.'s  Annual Report on Form 10-K for the year ended
                           December  31,  1993;  and refiled for EDGAR  purposes
                           only as Exhibit 3.2 to Texaco Inc.'s Annual Report on
                           Form  10-K  for the year  ended  December  31,  1994,
                           dated March 27, 1995, incorporated by reference.

   *4(c)                   Rights  Agreement  dated as of March 16, 1989 between
                           the Registrant and the Chase Manhattan Bank, N.A., as
                           Rights Agent,  containing a description of the Rights
                           to purchase Series D Junior  Participating  Preferred
                           Stock, filed as Exhibit 1 to the Registrant's Current
                           Report on Form 8-K dated March 28, 1989, incorporated
                           by reference.

   23                      Consent of Arthur Andersen LLP.

   24.1 to 24.15           Powers of Attorney for certain Directors and 
                           officers  of Texaco Inc. authorizing the signing of 
                           the registration statement on Form S-8 on their 
                           behalf.

                                       5