TEXACO 1997

                                                                 
Item 6-Stockholder Proposal Relating to Classification of the
Board of Directors


     This stockholder proposal was submitted by the International
Brotherhood of Teamsters, 25 Louisiana Avenue, N.W., Washington,
DC 20001, beneficial owners of 3,600 shares, and is quoted
directly from their submission.

     RESOLVED:  That the  stockholders  of  Texaco  request  that
the  Board of Directors  take the steps  necessary to declassify
the elections of Directors by providing that at future Board
elections new directors be elected  annually and not by classes as
is now provided.  The declassification shall be phased in a manner
that does not affect the unexpired terms of Directors previously
elected.

Supporting Statement

     This resolution requests that the Board end the staggered
board system in place at Texaco and instead have all our Directors
elected annually.  Presently Texaco has 3 classes of Directors
and 1/3 of our Board is elected each year and each Director now
serves a 3 year term.

     Increasingly,  institutional investors are calling for the
end of this system of staggered  voting.  They believe it makes a 
Board less accountable to shareholders when directors do not stand
for annual election.  Significant institutional investors such as
the Public Employees Retirement System of the State of California,
New York City pension funds,  New York State pension funds and many
others have been supporting this position.  As a result shareholder
resolutions  to  end  this  staggered  system  of  voting  have
been  receiving increasingly  large votes.  In fact this resolution
received a massive vote at Texaco's  1995  stockholder  meeting of
44% indicating that many Texaco shareholders feel the time has come
for this reform.  Numerous companies have demonstrated leadership
by changing this practice.  Included among them are Westinghouse,
Chemical Bank, Commonwealth Edison of Chicago, the Equitable
companies.

     We believe this is a practice in which corporations seeking
to be accountable to their investors are increasingly putting into
place.  Studies by the Chief Economist of the SEC have shown that
adoption of a classified  Board tends to depress a company's stock
price and may be contrary to shareholder interests.

     The election of corporate directors is a primary avenue for
shareholders to influence corporate affairs and exert accountability
on management.  We strongly believe that our company's financial
performance is linked to its corporate governance policies and
procedures and the level of management accountability they impose.
Therefore, as shareholders concerned about the value of our
investment,  we're concerned by our company's current system
of electing only one-third of the Board of Directors each year.
On other governance issues Texaco is often  considered a leader.
 We believe this staggering of director terms prevents shareholders
from annually  registering their views on the performance
of the board collectively and each director individually.

     Most alarming is that the staggered board can help insulate
directors and senior executives from the consequences of poor
financial or social performance by denying shareholders the
opportunity to replace an entire Board which is pursuing failed
policies.

     In addition socially concerned investors also support this
reform since the recent scandal regarding racial discrimination
and legal settlement of $170 million demonstrates the need for
annual board accountability.

     To hold the Board more fully accountable on financial and
social performance we believe the staggered board system should
be ended at Texaco."

     The Board of Directors recommends a vote AGAINST this
proposal for the following reasons:

     The  company's practice of having a classified Board was
approved overwhelmingly by stockholders  by a vote of 86.4% and
instituted in 1984, as part of a corporate governance system that
would help Texaco carry out its long-term business strategy and
also assist in protecting the interests of stockholders against
raids on their stock value by possible hostile approaches.

     A  classified Board offers a number of advantages to a
corporation, especially one like Texaco, that must plan
effectively over the long term. The company's Board structure
helps assure stability, since a majority of the directors
at any one time will have prior experience as directors of the
company, and helps the company to attract and retain highly
qualified individuals  willing to commit the time and  dedication
necessary to understand the company, its operations and its
competitive environment.

     Directors on the company's classified Board can best
properly represent the interests of all  stockholders.  For example,
this structure can give the Board needed time to evaluate any
proposal to acquire the company, study alternative proposals,
and help ensure that the best price will be obtained in any
transaction involving the company.  A classified Board also
encourages persons seeking to acquire control of the company to
initiate such an acquisition through  arm's-length  negotiations
with the Board, which would then be in a position to negotiate a
transaction that is fair to all stockholders.

     A number of leading institutional investors and commentators
have recognized  the  benefits  inherent in a  classified  Board.

For example, the Teachers Insurance and Annuity  Association -
College Retirement Equities Fund, has concluded that a classified
Board is in full accordance with the principles of good  corporate
governance, and has recognized and supported the right of a Board
to organize its  functions  and its business in the manner it
deems most efficient.

     As detailed in the Section providing information concerning
the Board of Directors  beginning  on  page  3,  Texaco has
been a consistent leader in implementing  corporate  governance
policies that ensure responsiveness  and accountability to
stockholders.  In recognition of this leadership role, in both
1994 and 1995 Chief Executive  magazine named Texaco's Board of
Directors as one of the five best boards of the 200 companies
examined.

     The Board continues to believe that a classified Board is
appropriate and prudent in protecting  the interests of all of
Texaco's stockholders,  and that the  continuity and quality of
leadership that results from a classified  Board provides the
proper environment in which to foster the creation of long-term
value for stockholders.

     A similar proposal was put before stockholders two years
ago and received less than a majority  of the votes  cast, 
confirming the board's view that a classified board structure
was a significant stockholder rights protection that should be
retained.

     Therefore, the Board of Directors recommends a vote AGAINST
this proposal.


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1997 Wise Use Movement.


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