TEXACO INC
8-K, 1997-01-07
PETROLEUM REFINING
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                                  UNITED STATES

                       SECURITIES AND EXCHANGE COMMISSION

                              WASHINGTON D.C. 20549


                                   ----------

                                    FORM 8-K



                                 CURRENT REPORT
                       Pursuant to Section 13 or 15 (d) of
                       the Securities Exchange Act of 1934



                Date of Report (Date of earliest event reported):
                                December 24, 1996

                                   ----------

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



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



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

                                 (914) 253-4000

              (Registrant's telephone number, including area code)


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<PAGE>


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

1.       On  December  24,  1996,   the   Registrant   announced  that  Huntsman
         Corporation  will  purchase  the  Registrant's  propylene  oxide/methyl
         tertiary butyl ether (PO/MTBE) business for approximately $600 million,
         primarily cash. The earnings  effects of this  transaction  will not be
         material in relation to the consolidated  financial position or results
         of operations of the Registrant and its subsidiaries. The cash proceeds
         from the sale will be used to retire a related lease obligation.

         In  connection  with this matter,  on December 24, 1996 the  Registrant
         issued a Press  Release  entitled  "Texaco  Sells  PO/MTBE  Business to
         Huntsman  Corporation,"  a copy of which is attached  hereto as Exhibit
         99.1 and made a part hereof.

Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
- --------------------------------------------------------------------------

(c)      Exhibits

   99.1    Press  Release  issued by the  Registrant  dated  December  24, 1996,
           entitled "Texaco Sells PO/MTBE Business to Huntsman Corporation."



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<PAGE>






                                   SIGNATURES




Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
Registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned hereunto duly authorized.








                                                                TEXACO INC.
                                                           ---------------------
                                                               (Registrant)





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





Date:  January 6,1997
       --------------

                                                     EXHIBIT 99.1


   TEXACO  SELLS  PO/MTBE  BUSINESS  TO  HUNTSMAN  CORPORATION
FOR  RELEASE:  TUESDAY,  DECEMBER  24,  1996.
      WHITE  PLAINS,   N.Y.,   Dec.  24   -   Texaco  Inc.  today
announced  that  Huntsman  Corporation  will  purchase   Texaco's
propylene  oxide/methyl tertiary butyl ether  (PO/MTBE)  business
for approximately $600 million.
      The  PO/MTBE  manufacturing site  is  located  adjacent  to
Huntsman facilities at Port Neches, Texas.  Huntsman has operated
the  plant for Texaco since it began operations in August,  1994.
It  has a production capacity of approximately 400 million pounds
per  year of propylene oxide and approximately 15,000 barrels per
day of MTBE.
      Texaco Chairman and Chief Executive Officer Peter I.  Bijur
commented,  "This is the last major step in the sale of  Texaco's
chemical  business and is in keeping with our plans to  focus  on
our  core  oil  and  gas  business.   Huntsman  Corporation  will
continue to be both a customer and a supplier to Texaco."
      Huntsman  Corporation Chairman and Chief Executive  Officer
Jon M. Huntsman commented, "This acquisition will greatly enhance
our product integration and diversification by allowing us to add
propylene oxide to our list of core products.  It also will  make
us the nation's second-largest producer of MTBE, with capacity of
more than 27,000 barrels per day."
      Propylene oxide is a highly versatile petrochemical used in
the   home   furnishings,  construction,  appliance,   packaging,
transportation  and  surfactants  industries.   Among  its   many
product  applications  are  foams for  furniture  and  automobile
seats;  pleasure  boats; fiberglass tubs  and  showers;  aircraft
deicing fluids; dishwasher detergents; and industrial solvents.
      MTBE  is  a gasoline additive and oxygenate that  increases
octane  and causes gasoline to burn more cleanly.  Many areas  of
the country use MTBE, particularly in winter months, to help meet
the requirements of the U.S. Clean Air Act.
      As  part  of today's agreement, Huntsman also will  acquire
Texaco's   exclusive,   state-of-the-art  PO/MTBE   manufacturing
technology, including the right to license the technology  around
the world.
      Huntsman  is  a major consumer of propylene oxide  for  the
production  of its specialty amines and surfactants.  Texaco  and
Huntsman have negotiated a long-term MTBE supply agreement.
      It is anticipated that closing will take place in the first
quarter 1997.
                             - xxx -
CONTACTS:      Texaco         Paul Weeditz   713-752-6475
               Huntsman       Don Olsen      801-584-5700



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