EXHIBIT 1.1.1
TEXACO INC. TEXACO CAPITAL INC.
0000 XXXXXXXXXXX XXXXXX 0000 XXXXXX XXXX
XXXXX XXXXXX, XXX XXXX 00000 XXXXXXXXXX, XXXXXXXX 00000
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AMENDMENT TO
UNDERWRITING AGREEMENT
STANDARD PROVISIONS
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December 2, 1998
To: The firm or firms who may be
Purchasers of Purchased Securities
Dear Sirs:
Texaco Inc. ("Texaco") and Texaco Capital Inc. (the "Company"), both
Delaware corporations, are considering issuing and selling in the United States,
from time to time, up to $1,642,500,000 (or the equivalent in foreign
denominated currency or units based on or related to currencies, including
European Currency Units) of their securities ("Securities"), or if any
Securities are to be issued at original issue discount, such greater amount as
shall result in net proceeds of $1,642,500,000. Debt Securities issued by the
Company will be guaranteed ("Guaranties") by Texaco.
In the document entitled Underwriting Agreement Standard Provisions dated as
of February 18, 1998, ("Underwriting Agreement Standard Provisions") filed as
Exhibit 1.1 to the Registration Statement (No. 333-46527) on February 18, 1998,
Texaco and the Company indicated that they were considering issuing and selling
in the United States, from time to time, up to $1,250,000,000 of their
Securities and Guaranties.
Because Texaco and the Company are now considering issuing and selling in
the United States, from time to time, up to $1,642,500,000 of their Securities
and Guaranties, Texaco and the Company hereby amend the Underwriting Agreement
Standard Provisions, by changing the amount of $1,250,000,000 to $1,642,500,000
in the two places where such amount appears in the first paragraph of the
Underwriting Agreement Standard Provisions.
Furthermore, the Exhibits to the Underwriting Agreement Standard Provisions
are hereby amended so as to refer both to the Underwriting Agreement Standard
Provisions and to this Amendment.
Very truly yours,
Texaco Capital Inc.
By: ____________________________________
Texaco Inc.
By: ____________________________________