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<TABLE>
<CAPTION>
This Prospectus Supplement is
filed pursuant to Rule 424(b)(2)
under Registration Statement
Nos. 333-46527 and 333-46527-01
PROSPECTUS SUPPLEMENT dated Pricing Supplement No. 3
May 28, 1998 to PROSPECTUS
dated February 26, 1998 and PROSPECTUS
SUPPLEMENT dated March 4, 1998.
TEXACO CAPITAL INC.
SERIES 1998
MEDIUM-TERM NOTES
Guaranteed by
Texaco Inc.
Notes Due More Than 9 Months From Date of Issue
<S> <C> <C> <C>
Principal Amount: $25,000,000.00 Maturity Date: June 17, 2005
Specified Currency: U.S. Dollar Extendible: No
Fixed Rate Note: Yes Final Maturity Date: N/A
Interest Rate: 6.125% Issue Price: 100.000%
Record Dates: Dec. 2 and June 2
Interest Payment Dates: Dec. 17 and June 17
Original Issue Date: 6/17/98
Book-Entry Note: Yes
Certificated Note: No
Redemption Provisions: The Note may not be redeemed
before 6/17/99. On or after that date,
the Note may be redeemed, in whole
at par, on the 17th of every December
Zero-Coupon Note: No and June up to , but not including, the
maturity date at the option of Texaco
Floating Rate Note: No Inc. on not less than 10 days nor more
Base Rate: N/A than 60 days notice, at 100% of its
- CD Rate: N/A principal amount, together with
- Commercial Paper Rate: N/A accrued interest to the date fixed
- Federal Funds Rate: N/A for redemption.
- LIBOR: N/A
- Treasury Rate: N/A
- Other: N/A Repayment Provisions: No
Initial Interest Rate: N/A Currency Indexed Note: No
Interest Reset Period: N/A - Denominated Currency: N/A
Interest Reset Dates: N/A - Indexed Currency: N/A
Interest Determination Dates: N/A - Face Amount: N/A
Interest Payment Period: N/A - Base Exchange Rate: N/A
Interest Payment Dates: N/A - Calculation Agent: N/A
Index Maturity: N/A - Reference Dealer: N/A
Maximum Interest Rate: N/A Commodity Indexed Notes: No
Minimum Interest Rate: N/A Other Terms: No
Spread: N/A
Spread Multiplier: N/A
Issuer Able to Change Spread
or Spread Multiplier: N/A
SalomonSmithBarney
------------------
Name of Agent
</TABLE>
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