(a) Exhibits

-- (2) Copy of the Asset Transfer and Liability Assumption Agreement dated as of July 1, 1998, among the parties, for the formation of Motiva Enterprises LLC.

-- (11) Computation of Earnings Per Share of Common Stock.

-- (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, 1997 (including portions of Texaco Inc.'s Annual Report to Stockholders for the year 1997) and a copy of Texaco Inc.'s Quarterly Report on Form 10-Q for the quarterly period ended March 31, 1998, 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 second quarter of 1998, the Registrant filed Current Reports on Form 8-K for the following events:

1. April 1, 1998 (date of earliest event reported: March 30, 1998)