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

                                  UNITED STATES

                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                    FORM 10-Q




               QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
                       THE SECURITIES EXCHANGE ACT OF 1934


For the quarterly period ended March 31, 1996       Commission file number 1-27


                                   TEXACO INC.
           (Exact name of the registrant 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)



        Registrant's telephone number, including area code (914) 253-4000




     Texaco Inc. (1) HAS FILED all reports required to be filed by Section 13 or
15(d) of the Securities Exchange Act of 1934 during the preceding 12 months, and
(2) HAS BEEN subject to such filing requirements for the past 90 days.

     As of April 30, 1996, there were outstanding  264,193,412  shares of Texaco
Inc. Common Stock - par value $6.25.

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                         PART I - FINANCIAL INFORMATION

                      TEXACO INC. AND SUBSIDIARY COMPANIES
                        STATEMENT OF CONSOLIDATED INCOME
               FOR THE THREE MONTHS ENDED MARCH 31, 1996 AND 1995
               --------------------------------------------------
                 (Millions of dollars, except per share amounts)

                                                                                        (Unaudited)
                                                                                   ---------------------
                                                                                   For the three months
                                                                                      ended March 31,
                                                                                   ---------------------
                                                                                   1996             1995 (a)
                                                                                   ----             ----    
                                                                                                 
         REVENUES
              Sales and services                                                 $10,059            $8,585
              Equity in income of affiliates, and income from
                  interest,  asset sales and other                                   212               482
                                                                                 -------            ------
                                                                                  10,271             9,067
                                                                                 -------            ------
         DEDUCTIONS
              Purchases and other costs                                            7,782             6,526
              Operating expenses                                                     684               731
              Selling, general and administrative expenses                           400               371
              Maintenance and repairs                                                 88                88
              Exploratory expenses                                                    69                55
              Depreciation, depletion and amortization                               350               397
              Interest expense                                                       113               124
              Taxes other than income taxes                                          105               124
              Minority interest                                                       16                17
                                                                                 -------            ------
                                                                                   9,607             8,433
                                                                                 -------            ------
         Income from continuing operations before income taxes
              and cumulative effect of accounting change                             664               634
         Provision for income taxes                                                  278               216
                                                                                 -------            ------

         Net income from continuing operations before cumulative
              effect of accounting change                                            386               418

         Cumulative effect of accounting change                                        -              (121)
                                                                                 -------            ------


         NET INCOME                                                              $   386            $  297
                                                                                 =======            ======

         Preferred stock dividend requirements                                   $    15            $   16
                                                                                 -------            ------

         Net income available for common stock                                   $   371            $  281
                                                                                 =======            ======

         Per common share (dollars)
              Net income from continuing operations before
                    cumulative effect of accounting change                       $  1.42            $ 1.55
              Cumulative effect of accounting change                                   -              (.47)
                                                                                 -------            ------
              Net income                                                         $  1.42            $ 1.08
                                                                                 =======            ======

              Cash dividends paid                                                $   .80            $  .80

         Average number of common shares outstanding
              for computation of earnings per share (thousands)                  260,654            259,623

<FN>
(a)  Results for 1995 have been reclassified and restated for the adoption of SFAS 121.

          See accompanying notes to consolidated financial statements.
</FN>


                                      - 1 -






                                            TEXACO INC. AND SUBSIDIARY COMPANIES
                                                 CONSOLIDATED BALANCE SHEET
                                         AS OF MARCH 31, 1996 AND DECEMBER 31, 1995
                                         ------------------------------------------
                                                   (Millions of dollars)
                                                                                         March 31,               December 31,
                                                                                           1996                     1995
                                                                                        -----------              -----------
                                                                                        (Unaudited)
                                                                                        -----------
                                                                                                                  
ASSETS
   Current Assets
      Cash and cash equivalents                                                              $   468                $   501
      Short-term investments - at fair value                                                      34                     35
      Accounts and notes receivable, less allowance for doubtful
           accounts of  $28 million in 1996 and 1995                                           3,803                  4,177
      Inventories                                                                              1,361                  1,357
      Net assets of discontinued operations                                                        -                    164
      Deferred income taxes and other current assets                                             231                    224
                                                                                             -------                -------
           Total current assets                                                                5,897                  6,458

   Investments and Advances                                                                    5,361                  5,278

   Properties, Plant and Equipment - at cost                                                  31,186                 31,492
   Less - accumulated depreciation, depletion and amortization                                18,558                 18,912
                                                                                             -------                -------
      Net properties, plant and equipment                                                     12,628                 12,580

   Deferred Charges                                                                              753                    621
                                                                                             -------                -------

           Total                                                                             $24,639                $24,937
                                                                                             =======                =======

LIABILITIES AND STOCKHOLDERS' EQUITY
   Current Liabilities
      Short-term debt                                                                        $   504                $   737
      Accounts payable and accrued liabilities                                                 3,583                  3,777
      Estimated income and other taxes                                                           892                    692
                                                                                             -------                -------
           Total current liabilities                                                           4,979                  5,206

   Long-Term Debt and Capital Lease Obligations                                                5,129                  5,503
   Deferred Income Taxes                                                                         627                    634
   Employee Retirement Benefits                                                                1,169                  1,138
   Deferred Credits and Other Noncurrent Liabilities                                           2,409                  2,270
   Minority Interest in Subsidiary Companies                                                     673                    667
                                                                                             -------                -------
           Total                                                                              14,986                 15,418
   Stockholders' Equity
      Market Auction Preferred Shares                                                            300                    300
      ESOP Convertible Preferred Stock                                                           487                    495
      Unearned employee compensation and benefit plan trust                                     (414)                  (437)
      Common stock (authorized: 350,000,000 shares, $6.25 par
           value; 274,293,417 shares issued)                                                   1,714                  1,714
      Paid-in capital in excess of par value                                                     655                    655
      Retained earnings                                                                        7,360                  7,186
      Currency translation adjustment                                                             33                     61
      Unrealized net gain on investments                                                          47                     62
                                                                                             -------                -------
                                                                                              10,182                 10,036
      Less - Treasury stock, at cost                                                             529                    517
                                                                                             -------                -------
         Total stockholders' equity                                                            9,653                  9,519
                                                                                             -------                -------
           Total                                                                             $24,639                $24,937
                                                                                             =======                =======

<FN>
          See accompanying notes to consolidated financial statements.
</FN>




                                       -2-





                                            TEXACO INC. AND SUBSIDIARY COMPANIES
                                       CONDENSED STATEMENT OF CONSOLIDATED CASH FLOWS
                                     FOR THE THREE MONTHS ENDED MARCH 31, 1996 AND 1995
                                     --------------------------------------------------
                                                    (Millions of dollars)
                                                                                                     (Unaudited)
                                                                                                --------------------
                                                                                                For the three months
                                                                                                   ended March 31,
                                                                                                --------------------
                                                                                              1996              1995 (a)
                                                                                              ----              ----    
                                                                                                             
OPERATING ACTIVITIES
   Net income                                                                                  $386               $297
   Reconciliation to net cash provided by (used in)
      operating activities
         Cumulative effect of accounting change                                                   -                121
         Depreciation, depletion and amortization                                               350                397
         Deferred income taxes                                                                   20                 66
         Exploratory expenses                                                                    69                 55
         Minority interest in net income                                                         16                 17
         Dividends from affiliates, less than equity
            in income                                                                           (59)              (114)
         Gains on asset sales                                                                   (29)              (208)
         Changes in operating working capital                                                   196               (244)
         Other - net                                                                            (61)               (26)
                                                                                               ----               ----
            Net cash provided by operating activities                                           888                361

INVESTING ACTIVITIES
   Capital and exploratory expenditures                                                        (613)              (440)
   Proceeds from sale of discontinued operations                                                344                  -
   Proceeds from sales of assets                                                                 78                602
   Sale of leasehold interests                                                                   69                  -
   Purchases of investment instruments                                                         (507)              (168)
   Sales/maturities of investment instruments                                                   554                222
   Other - net                                                                                   (4)                 4
                                                                                               ----               ----
            Net cash provided by (used in) investing activities                                 (79)               220

FINANCING ACTIVITIES
   Borrowings having original terms in excess
      of three months
         Proceeds                                                                                58                 54
         Repayments                                                                             (53)               (32)
   Net decrease in other borrowings                                                            (599)              (384)
   Purchases of common stock                                                                    (22)                 -
   Dividends paid to the company's stockholders
      Common                                                                                   (208)              (208)
      Preferred                                                                                  (5)                (6)
   Dividends paid to minority shareholders                                                      (10)               (20)
                                                                                               ----               ----
            Net cash used in financing activities                                              (839)              (596)

EFFECT OF EXCHANGE RATE CHANGES ON CASH AND
   CASH EQUIVALENTS                                                                              (3)                 2
                                                                                               ----               ----

DECREASE IN CASH AND CASH EQUIVALENTS                                                           (33)               (13)
CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR                                                  501                404
                                                                                               ----               ----
CASH AND CASH EQUIVALENTS AT END OF PERIOD                                                     $468               $391
                                                                                               ====               ====

<FN>
(a)  Results for 1995 have been reclassified and restated for the adoption of SFAS 121.

          See accompanying notes to consolidated financial statements.
</FN>



                                       -3-



                      TEXACO INC. AND SUBSIDIARY COMPANIES
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                   ------------------------------------------

Note 1. Change in Accounting Principle
- --------------------------------------

During  1995,  Texaco  adopted  Statement  of  Financial  Accounting  Standards,
"Accounting for the Impairment of Long-Lived Assets and for Long-Lived Assets to
Be Disposed Of" (SFAS 121).  Under SFAS 121,  assets whose carrying  amounts are
not expected to be fully recovered by future use or disposition  must be written
down to their fair values.

Adoption of SFAS 121  resulted in a non-cash  after-tax  charge of $639  million
against fourth quarter 1995 earnings. Additionally, in accordance with SFAS 121,
a $121 million after-tax  write-down of non-core domestic  producing  properties
held for sale at January 1, 1995,  previously  recorded in the first  quarter of
1995 in income from  continuing  operations,  was  reclassified  as a cumulative
effect of an accounting change.

Adoption of SFAS 121 by Star Enterprise and the Caltex group of companies,  each
owned 50% by Texaco, had no effect on 1995 net income.





Note 2. Discontinued Operations
- -------------------------------

On February  29,  1996,  Texaco  completed  the  disposition  of its  operations
classified as  discontinued  operations by completing  the sale of its worldwide
lubricant additives business, which included manufacturing  facilities,  as well
as sales and marketing  offices in various  locations in the U.S. and abroad, to
Ethyl Corporation, a fuel and lubricant additives manufacturer.  Ethyl purchased
this  business  for  $196  million,  comprised  of $136  million  in cash  and a
three-year note of $60 million.

The  results  for  Texaco's  worldwide  lubricant  additives  business  had been
accounted for as discontinued operations and the assets and liabilities had been
classified  in the  Consolidated  Balance  Sheet as "Net assets of  discontinued
operations."

Revenues for the discontinued  operations  totaled $33 million for the first two
months of 1996,  representing  activities through the sale date, and $54 million
for the first quarter of 1995.

Discontinued  operations  had no  significant  impact on first quarter 1996 and
1995 results.




















                                      - 4 -



Note 3. Inventories
- -------------------

The inventories of Texaco Inc. and consolidated  subsidiary  companies were as 
follows:




                                                                                                 As of
                                                                                -------------------------------------
                                                                                 March 31,                December 31,
                                                                                   1996                       1995
                                                                                   ----                       ----
                                                                                (Unaudited)
                                                                                         (Millions of dollars)

                                                                                                         
     Crude oil                                                                  $  315                     $  294

     Petroleum products and other                                                  854                        866

     Materials and supplies                                                        192                        197
                                                                                ------                     ------

          Total                                                                 $1,361                     $1,357
                                                                                ======                     ======









Note 4. Contingent Liabilities
- ------------------------------

Information  relative to commitments  and contingent  liabilities of Texaco Inc.
and  subsidiary  companies  is presented in Notes 15 and 17, pages 57-58 and 60,
respectively, of Texaco Inc.'s 1995 Annual Report to Stockholders.






                                   ----------




In the company's opinion, while it is impossible to ascertain the ultimate legal
and  financial  liability  with  respect  to  the   above-referenced  and  other
contingent liabilities and commitments,  including lawsuits, claims, guarantees,
taxes and  regulations,  the  aggregate  amount of such  liability  in excess of
financial reserves, together with deposits and prepayments made against disputed
tax claims,  is not  anticipated  to be materially  important in relation to the
consolidated  financial position or results of operations of Texaco Inc. and its
subsidiaries.















                                      - 5 -


Note 5. Caltex Group of Companies
- ---------------------------------

Summarized  unaudited  financial  information for the Caltex Group of companies,
owned 50% by Texaco and 50% by Chevron  Corporation,  is presented  below and is
reflected on a 100% Caltex Group basis:




                                                                              For the three months
                                                                                 ended March 31,
                                                                              --------------------
                                                                              1996            1995
                                                                              ----            ----
                                                                              (Millions of dollars)

                                                                                          
                  Gross revenues                                             $4,157          $4,371

                  Income before income taxes                                 $  313          $  542

                  Net income                                                 $  194          $  416



Net income for the first quarter of 1995 includes a net gain for  U.S. financial
reporting  of $171  million  relating  to the sale of a portion  of land and air
utility rights by a Caltex Petroleum  Corporation  ("Caltex") affiliate in Japan
required for a public project.  The proceeds included  compensation that will be
used to remove and relocate or replace  existing fixed operating assets affected
by the sale.

On  April 2,  1996  Caltex  completed  the sale of its 50%  interest  in  Nippon
Petroleum  Refining  Company,  Limited to its  partner  Nippon Oil  Company  for
approximately $2 billion.  Earnings from this sale,  totaling some $650 million,
will be reported by Caltex in the second quarter of 1996.







                              * * * * * * * * * * *







In the determination of preliminary and unaudited  financial  statements for the
three-month  periods ended March 31, 1996 and 1995, Texaco's accounting policies
have been applied on a basis consistent with the application of such policies in
Texaco's financial  statements issued in its 1995 Annual Report to Stockholders.
In the opinion of Texaco,  all adjustments and disclosures  necessary to present
fairly  the  results  of  operations  for such  periods  have been  made.  These
adjustments include normal recurring adjustments.  The information is subject to
year-end audit by independent public  accountants.  Texaco makes no forecasts or
representations with respect to the level of net income for the year 1996.










                                      - 6 -



                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS
                  ---------------------------------------------



RESULTS OF OPERATIONS
- ---------------------

Consolidated  worldwide  net  income  for the  first  quarter  of 1996  was $386
million,  or $1.42 per share, as compared with $297 million, or $1.08 per share,
for the first quarter of 1995,  which included  special items and the cumulative
effect of an accounting change.  For the first quarter of 1995,  earnings before
special  items and the  cumulative  effect of  accounting  change  totaled  $226
million.

First  quarter  1996  performance  continued  to  reflect  the  benefits  of the
company's focus on core businesses,  coupled with continued emphasis on reducing
overhead and operating expenses. This allowed improved crude oil and natural gas
prices to flow to the bottom line.

The company  benefited by the  positioning  of its U.S. gas  production  and its
access to the major markets where winter demands were very strong. Additionally,
results were bolstered by the incrementally stronger prices for heavy crude oils
and increased  production  of these  grades.  The  downstream  business,  though
improved  operationally  from last year with higher  refinery runs and increased
product sales,  again  experienced low margins,  particularly in the U.S. and in
Europe.

Special  items in 1995  included  net gains of $192 million  resulting  from the
sales  of  non-core  U.S.  producing  properties  and from the sale of land by a
Caltex  affiliate in Japan.  Also  included in 1995 was a $121 million  non-cash
charge from the write-down of non-core U.S.  producing  properties held for sale
at January 1, 1995, classified as a cumulative effect of an accounting change in
accordance with the 1995 adoption of Statement of Financial Accounting Standards
(SFAS)  121  "Accounting  for  the  Impairment  of  Long-Lived  Assets  and  for
Long-Lived Assets to Be Disposed Of."

On February 29,  1996,  Texaco  completed  the sale of its  worldwide  lubricant
additives  business  for $196  million,  comprised of $136 million in cash and a
three-year  note of $60 million.  This sale  completed  the  disposition  of the
operations classified as discontinued operations. Discontinued operations had no
significant impact on first quarter 1996 and 1995 results.

Subsequent to first quarter 1996, Texaco's affiliate, Caltex, completed the sale
of  its  50%  interest  in  Nippon  Petroleum  Refining  Company,   Limited  for
approximately  $2  billion.  In April,  Texaco  received  $550  million  in cash
dividends from Caltex, mainly from the sales proceeds.  Earnings from this sale,
totaling some $275 million, will be reported in the second quarter of 1996.





















                                      - 7 -




                               OPERATING EARNINGS

PETROLEUM AND NATURAL GAS
     UNITED STATES
        Exploration and Production

Exploration  and  production  earnings in the U.S. for the first quarter of 1996
were $267 million,  as compared with $256 million for the first quarter of 1995,
which  included a net special  gain of $112 million  resulting  from the sale of
non-core  producing  properties.  Excluding the net special gain,  first quarter
1995 results totaled $144 million.

The substantial  improvement in comparable period results, before special items,
was due mainly to the  strengthening  of natural gas prices  which were $.51 per
MCF higher than the same period in 1995,  as  prolonged  cold  weather  affected
large areas of the U.S. The favorable  positioning  of the  company's  producing
fields combined with its strategic distribution assets,  including the Henry Hub
in Louisiana,  enabled Texaco to benefit from the  strengthening  market prices.
Crude  prices for the first  quarter  1996 rose  $1.66 per barrel  over the same
period in 1995 due to higher  demand.  Prices for heavy  California  crude oils,
approximately 40 percent of Texaco's U.S. production,  were especially strong as
evidenced by Kern River crude prices  which  averaged  $14.91 per barrel for the
first quarter 1996.

Higher   production   of  crude  oil  and  natural  gas  from  core   properties
substantially benefited earnings and significantly offset the low margin volumes
sold with the non-core assets.  Exploratory  expenses were higher in 1996 due to
the  company's  increased  seismic  and other  drilling  activity,  particularly
offshore in the Gulf of Mexico, including deep water properties.

         Manufacturing, Marketing and Distribution

Manufacturing,  marketing  and  distribution  results in the U.S.  for the first
quarter of 1996 were  earnings  of $4 million,  as  compared  with losses of $19
million for the first quarter of 1995.  Results for 1996 benefited from refining
margins which, while still under pressure, improved over historically low levels
experienced in 1995.  Partially  offsetting  these higher refining  margins were
lower marketing  results.  Although diesel and gasoline sales volumes increased,
with branded gasoline sales up four percent, marketing margins narrowed as sales
prices could not fully  recover the  increases in the raw material  component of
product  costs.  Also,  the phased  introduction  of CARB II  gasoline  into the
California  market squeezed  margins as the additional  costs to manufacture and
handle these products were not fully recouped in the first quarter.

     INTERNATIONAL
         Exploration and Production

Exploration  and production  earnings  outside the U.S. for the first quarter of
1996 were $130  million,  as compared  with $83 million for the first quarter of
1995.  Results for 1996  benefited  from higher crude oil prices,  mainly in the
North  Sea  and in  Indonesia.  Increased  production  due to  continuing  field
development  programs in the  Partitioned  Neutral Zone between Kuwait and Saudi
Arabia and from new fields in China and Trinidad  largely  offset the  declining
crude oil and natural gas production of maturing fields in the U.K.

Initial gas  production  from the Dolphin field in Trinidad  began in March 1996
and development  work in the U.K.  Captain field continues to be on schedule for
initial production late this year.

         Manufacturing, Marketing and Distribution

Manufacturing,  marketing  and  distribution  earnings  outside the U.S. for the
first  quarter of 1996 were $92 million,  as compared  with $184 million for the
first  quarter  of 1995,  which  included  net  special  gains  of $80  million,
principally  relating  to the  sale of  land by a  Caltex  affiliate  in  Japan.
Excluding  the net special  gains,  first  quarter  1995  results  totaled  $104
million.

                                      - 8 -


Operating  earnings  were  lower  than last year as higher  refining  margins in
Europe were more than offset by lower  marketing  margins,  particularly  in the
U.K.  These  poor  marketing  margins  resulted  from both  industry  oversupply
conditions and added price pressure in this highly competitive market.

In the Caltex markets of the Pacific Rim, the impact of somewhat higher refining
margins in Singapore and Bahrain and higher  product sales volumes in Korea were
more than offset by lower overall currency exchange benefits.

NONPETROLEUM

Net income was $2 million for the first  quarter of 1996,  as  compared  with $4
million for the first quarter of 1995.




                             CORPORATE/NONOPERATING

For the first quarter of 1996, corporate/nonoperating charges were $109 million,
as compared  with $90 million in the first quarter of 1995,  which  included $25
million in gains principally from sales of equity securities held for investment
by the insurance operations.

LIQUIDITY AND CAPITAL RESOURCES
- -------------------------------

As of March 31, 1996, Texaco's cash, cash equivalents and short-term investments
totaled $502 million,  as compared with the 1995 year-end level of $536 million.
Texaco's total cash from  operating  activities for the first quarter of 1996 of
$888 million included several  significant  items that were not directly related
to current  period  operations,  and which in the  aggregate,  amounted to a net
inflow of some $80 million.  These items included the collection of receivables,
primarily insurance  recoveries relating to environmental  matters, and payments
related  to  litigation  matters,  mainly  the  final  payment  for the state of
Louisiana royalty dispute settlement.

During  the  first  quarter  of  1996,  cash  generated  from  normal  operating
activities,  proceeds from the sale of discontinued operations (discussed below)
and proceeds from normal asset sales were used to support  Texaco's  capital and
exploratory  expenditures  of $613 million,  for payment of dividends to common,
preferred and minority  shareholders  of $223 million,  and for the reduction of
debt.

Total debt at March 31,  1996  amounted to $5.6  billion as  compared  with $6.2
billion at year-end  1995.  Texaco's  ratio of total debt to total  borrowed and
invested  capital was 35.3% at March 31, 1996 as compared with 38.0% at year-end
1995. At March 31, 1996,  Texaco's  long-term debt included $716 million of debt
scheduled to mature  within one year,  which the company has both the intent and
the ability to  refinance  on a long-term  basis.  Texaco  maintains a revolving
credit facility with commitments of $2.0 billion,  which remained unused at both
March 31, 1996 and at year-end  1995.  Additionally,  a  subsidiary  maintains a
long-term  revolving credit facility for $330 million,  which was fully utilized
at March 31, 1996 and year-end 1995 and is reflected in long-term debt.

During the first quarter of 1996, Texaco sold its worldwide  lubricant  additive
business  for $196  million,  comprised of $136 million in cash and a three-year
note of $60 million. Also during the first quarter of 1996, Texaco received $208
million from the  prepayment of the note  received as part of the  consideration
for the 1994 sale of Texaco Chemical Company and related international  chemical
operations to Huntsman Corporation.

In March 1996,  Texaco  received $69 million from the sale of certain  equipment
leasehold  interests in conjunction  with a sale/leaseback  arrangement.  In the
aggregate,  through  March 31, 1996,  Texaco has received $317 million for these
interests. Additional payments are expected to be received over the remainder of
1996.  Texaco will repurchase the total interests when the related  equipment is
placed in service, which is currently expected by the end of 1996.




                                      - 9 -


During  1995,  Texaco  announced  a stock  repurchase  program to buy up to $500
million  of its  common  stock  through  open  market  or  privately  negotiated
transactions.   Subject  to  market   conditions   and   applicable   regulatory
requirements,  the stock  repurchase  program is expected to be completed around
the second quarter of 1997.

Texaco also  announced  that it has signed an agreement  in  principle  with the
Korea  Petroleum  Development  Corporation  for the  sale of a 15%  interest  in
Texaco's Captain Field in the U.K. North Sea for approximately $210 million, $20
million of which has been  received,  as a first  installment,  during the first
quarter of 1996. This sale is expected to be completed in late 1996.

Subsequent to March 31, 1996,  Texaco's 50% owned  affiliate,  Caltex  Petroleum
Corporation  ("Caltex"),  sold its 50%  interest  in Nippon  Petroleum  Refining
Company,  Limited to its  partner,  Nippon Oil  Company,  for  approximately  $2
billion.  In April,  Texaco received $550 million in cash dividends from Caltex,
mainly from the sale proceeds.

The company considers its financial position  sufficient to meet its anticipated
future financial requirements.

EMPLOYEE SEVERANCE PROGRAM
- --------------------------

On July 5, 1994, Texaco announced its plan for growth which included a series of
action steps to increase  competitiveness  and profitability.  This program also
called for reductions in overhead,  including reduced layers of supervision, and
improvements in operating  efficiencies.  Implementation of Texaco's program was
expected to result in the reduction of approximately  2,500 employees  worldwide
by June 30, 1995,  involving the U.S. and international  upstream and downstream
segments, as well as various support staff functions.  During the second quarter
of 1994,  Texaco recorded an after-tax charge of $88 million for the anticipated
severance  costs  associated  with the employee  reductions.  As a result of the
continued successful  application of its overhead reduction  initiative,  Texaco
announced  on  October  2, 1995 that it had  expanded  this  program  to include
approximately 1,500 additional employee separations  worldwide by year-end 1996.
In this  regard,  in the third  quarter of 1995,  Texaco  recorded an  after-tax
charge of $56 million for the cost of these additional employee separations.

As of March 31, 1996, implementation of Texaco's program has included reductions
of  approximately  4,100  employees  worldwide  with  a  related  commitment  to
severance  payments of $189 million,  or an after-tax  cost of $130 million.  Of
this pre-tax commitment, payments of $168 million have been made as of March 31,
1996. Currently,  there is no change in the company's estimated total cost under
this program.

CAPITAL AND EXPLORATORY EXPENDITURES
- ------------------------------------

Capital and exploratory expenditures for continuing operations, including equity
in such  expenditures of affiliates,  were $641 million for the first quarter of
1996,  as  compared  with $513  million  for the same  period of 1995.  This 25%
increase  reflects the  reinvestment of proceeds from sales of non-core  assets,
and  increased  focus on upstream  opportunities  both in the United  States and
international areas.  Expenditures in downstream operations decreased due to the
completion of refinery upgrades in the U.S. and refinery  construction,  nearing
completion,  by Caltex  were  partially  offset by  generally  higher  marketing
investments worldwide.
















                                     - 10 -


                           PART II - OTHER INFORMATION

Item 1. Legal Proceedings
- -------------------------

Reference is made to the  discussion of Contingent  Liabilities in Note 4 to the
Consolidated  Financial  Statements  of this  Form  10-Q and to Item 3 of Texaco
Inc.'s  1995  Annual  Report  on Form  10-K,  which are  incorporated  herein by
reference.

Environmental Matters

As of March 31,  1996,  Texaco  Inc.  and/or its  subsidiaries  were  parties to
various  proceedings,  instituted by governmental  authorities arising under the
provisions  of  applicable  laws or  regulations  relating to the  discharge  of
materials into the  environment  or otherwise  relating to the protection of the
environment, none of which is material to the business or financial condition of
the company.  The following is a brief  description  of new  proceedings  which,
because of the amounts involved,  require disclosure under applicable Securities
and Exchange Commission regulations:

     On February  22,  1996,  the Los Angeles  Air Quality  Management  District
     ("AQMD") issued a notice of violation to Texaco Refining and Marketing Inc.
     ("TRMI") in connection  with  refrigerant use and maintenance at TRMI's Los
     Angeles  refinery.  AQMD penalties for violation of certain air regulations
     may exceed $100,000.

     In a matter first reported in Texaco's 1995 Annual Report on Form 10-K, the
     U.S.  Department  of Justice  has filed suit  against  Texaco  Trading  and
     Transportation  Inc.  ("TTTI")  in  connection  with  spills  along  Texaco
     Pipeline Inc.  systems in Kansas in 1991. The suit seeks civil penalties of
     approximately  $4,200,000 and injunctive  relief.  TTTI has not been served
     with the complaint, and the parties continue to discuss this matter.



































                                     - 11 -



Item 5. Other Information
- -------------------------



                                                                                                     (Unaudited)
                                                                                              ----------------------
                                                                                                For the three months
                                                                                                   ended March 31,
                                                                                              ----------------------
                                                                                              1996              1995 (a)
                                                                                              ----              ----    
                                                                                                (Millions of dollars)
                                                                                                             
FUNCTIONAL NET INCOME
Operating earnings (losses) from continuing operations
      before cumulative effect of accounting change
   Petroleum and natural gas
      Exploration and production
         United States                                                                        $ 267              $ 256
         International                                                                          130                 83
                                                                                              -----              -----
           Total                                                                                397                339
                                                                                              -----              -----
      Manufacturing, marketing and distribution
         United States                                                                            4                (19)
         International                                                                           92                184
                                                                                              -----              -----
           Total                                                                                 96                165
                                                                                              -----              -----

           Total petroleum and natural gas                                                      493                504

   Nonpetroleum                                                                                   2                  4
                                                                                              -----              -----
           Total operating earnings                                                             495                508

Corporate/Nonoperating                                                                         (109)               (90)
                                                                                              -----              -----

Net income from continuing operations before cumulative
   effect of accounting change                                                                  386                418

Cumulative effect of accounting change                                                            -               (121)
                                                                                              -----              -----
           Net income                                                                         $ 386              $ 297
                                                                                              =====              =====
CAPITAL AND EXPLORATORY EXPENDITURES - INCLUDING
      EQUITY IN AFFILIATES
Exploration and production
         United States                                                                        $ 266              $ 172
         International                                                                          207                143
                                                                                              -----              -----
           Total                                                                                473                315
                                                                                              -----              -----
Manufacturing, marketing and distribution
         United States                                                                           77                 74
         International                                                                           87                119
                                                                                              -----              -----
           Total                                                                                164                193
                                                                                              -----              -----

Other                                                                                             4                  5
                                                                                              -----              -----
           Total                                                                                641                513

Discontinued operations                                                                           -                  1
                                                                                              -----              -----

           Total, including equity in affiliates                                              $ 641              $ 514
                                                                                              =====              =====




<FN>
(a)   Results for 1995 have been reclassified and restated for the adoption of SFAS 121.
</FN>






                                     - 12 -





                                                                                                     (Unaudited)
                                                                                               ----------------------
                                                                                                For the three months
                                                                                                   ended March 31,
                                                                                               -----------------------
                                                                                               1996               1995
                                                                                               ----               ----
                                                                                                             
OPERATING DATA - INCLUDING INTERESTS
     IN AFFILIATES
- ------------------------------------
Net production of crude oil and natural gas liquids
     (thousands of barrels per day)
     United States                                                                              382                389
     Other Western Hemisphere                                                                    12                 17
     Europe                                                                                     119                135
     Other Eastern Hemisphere                                                                   259                238
                                                                                              -----              -----
         Total                                                                                  772                779

Net production of natural gas available for sale
     (millions of cubic feet per day)
     United States                                                                            1,648              1,661
     Europe                                                                                     205                258
     Other International                                                                        168                174
                                                                                              -----              -----
         Total                                                                                2,021              2,093

Natural gas sales (millions of cubic feet per day)
     United States                                                                            3,235              3,277
     Europe                                                                                     297                295
     Other International                                                                        178                186
                                                                                              -----              -----
         Total                                                                                3,710              3,758

Natural gas liquids sales, including purchased LPG's
     (thousands of barrels per day)
     United States                                                                              245                237
     International                                                                              116                 89
                                                                                              -----              -----
         Total                                                                                  361                326

Refinery input (thousands of barrels per day)
     United States                                                                              711                685
     Other Western Hemisphere                                                                    57                 23
     Europe                                                                                     334                313
     Other Eastern Hemisphere                                                                   501                466
                                                                                              -----              -----
         Total                                                                                1,603              1,487

Refined product sales (thousands of barrels per day)
     United States                                                                            1,021                890
     Other Western Hemisphere                                                                   376                349
     Europe                                                                                     475                447
     Other Eastern Hemisphere                                                                   796                780
                                                                                              -----              -----
         Total                                                                                2,668              2,466









                                     - 13 -



Item 6. Exhibits and Reports on Form 8-K
- ----------------------------------------

(a)  Exhibits

     --   (11) Computation of Earnings Per Share of Common Stock of Texaco Inc.
               and Subsidiary Companies.

     --   (12) Computation of Ratio of Earnings to Fixed Charges of Texaco on a
               Total Enterprise Basis.

     --   (20) Copy of  Texaco  Inc.'s  Annual  Report on Form 10-K for the
               fiscal year ended December 31, 1995 (including portions of Texaco
               Inc.'s  Annual  Report to  Stockholders  for the year  1995),  as
               previously  filed  by the  Registrant  with  the  Securities  and
               Exchange Commission, File No. 1-27.

     --   (27) Financial Data Schedule.


(b)  Reports on Form 8-K:

     During the first quarter of 1996, the Registrant  filed a Current Report on
     Form 8-K for the following event:

     1.   January 23, 1996 (date of earliest event reported: January 22, 1996)

          Item 5. Other Events -- reported that Texaco issued an Earnings  Press
          Release for the fourth  quarter and year 1995.  Texaco  appended as an
          exhibit thereto a copy of the Press Release  entitled  "Texaco Reports
          Results for the Fourth Quarter and Year 1995," dated January 22, 1996.




































                                     - 14 -


                                   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, thereunto duly authorized.




                                                          Texaco Inc.
                                                     ----------------------
                                                         (Registrant)




                                               By:       R.C. Oelkers
                                                     ----------------------
                                                         (Comptroller)




                                               By:          R.E. Koch
                                                     ----------------------
                                                      (Assistant Secretary)




Date:    May 10, 1996
         ------------
































                                     - 15 -