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. 2       
May 12, 1998 to PROSPECTUS                                                    
dated February 26, 1998.                                                      
                                                        
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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:               $20,000,000.00                    Maturity Date:            May 22, 2018
Specified Currency:             U.S. Dollar                       Extendible:               No
Fixed Rate Note:                Yes                               Final Maturity Date:      N/A
     Interest Rate:             6.60%                             Issue Price:              100.000%
                                                                  Record Dates:             Monthly on the 7th
                                                                  Interest Payment Dates:   Monthly on the 22nd
                                                                  Original Issue Date:      May 22, 1998
                                                                  Book-Entry Note:          Yes
                                                                  Certificated Note:        No
                                                                  Redemption Provisions:    The Note may not be redeemed 
                                                                                            before 5/22/99. On or after that date,
                                                                                            the Note may be redeemed, in whole
                                                                                            at par, monthly (based on following
Zero-Coupon Note:               No                                                          business day convention) at the coupon 
                                                                                            dates at the option of Texaco Capital 
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                                     
                                                                  Repayment Provisions:     No
  - Other:                      N/A                               Currency Indexed Note:    No
  Initial Interest Rate:        N/A                               - Denominated Currency:   N/A
  Interest Reset Period:        N/A                               - Indexed Currency:       N/A
  Interest Reset Dates:         N/A                               - Face Amount:            N/A
  Interest Determination Dates: N/A                               - Base Exchange Rate:     N/A
  Interest Payment Period:      N/A                               - Calculation Agent:      N/A
  Interest Payment Dates:       N/A                               - Reference Dealer:       N/A
  Index Maturity:               N/A                               Commodity Indexed Notes:  No
  Maximum Interest Rate:        N/A                               Other Terms:              No
  Minimum Interest Rate:        N/A                                     
  Spread:                       N/A                                     
  Spread Multiplier:            N/A                                     
  Issuer Able to Change Spread                                                  
    or Spread Multiplier:       N/A                                     
                                                        
                                                                  Bear Stearns & Co. Inc.         
                                                                  -----------------------         
                                                                  Name of Agent           
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