EXHIBIT 3.2
                             BY-LAWS OF TEXACO INC.
                             A Delaware Corporation
                                   ARTICLE I.
                                 Stockholders.

     Section 1. Annual  Meeting.The annual meeting of stockholders shall be held
on the second  Tuesday in May of each year at 10:00 A.M., or at such time of day
or on such  other  date in each  calendar  year as may be fixed by the  Board of
Directors,  for the  election  of  directors  and the  transaction  of any other
business as may properly come before the meeting.

     Section 2.  Stockholder  Action;  Special  Meetings.Any  action required or
permitted to be taken by the  stockholders  of the Company must be effected at a
duly called annual or special meeting of such holders and may not be effected by
any consent in writing by such holders.  Except as otherwise required by law and
subject  to the rights of the  holders of any class or series of stock  having a
preference  over the Common Stock as to dividends or upon  liquidation,  special
meetings  of  stockholders  of the  Company  may be called  only by the Board of
Directors pursuant to a resolution approved by a majority of the entire Board of
Directors.

     Section 3.  Notice of  Meetings.Notice  of each  meeting  of  stockholders,
annual or special,  stating the time and place,  and, if a special meeting,  the
purpose or purposes in general  terms,  shall be mailed no earlier  than 60 days
and no  later  than 10 days  prior to the  meeting  to each  stockholder  at the
stockholders address as the same appears on the books of the Company.

     Section 4.  Place.Meetings of the stockholders  shall be held at such place
or places as the Board of Directors may direct, the place to be specified in the
notice.

     Section  5.  Quorum.  At any  meeting  of  stockholders,  the  holders of a
majority of the voting shares issued and outstanding, being present in person or
represented by proxy, shall be a quorum for all purposes, except where otherwise
provided by statute.

     Section 6. Adjournments.Any  annual or special meeting of stockholders duly
and regularly  called in  accordance  with these by-laws may adjourn one or more
times and no  further  notice of such  adjourned  meeting or  meetings  shall be
necessary.  If at any annual or special  meeting of  stockholders a quorum shall
fail to attend in person or by proxy, a majority in interest of the stockholders
attending in person or by proxy may adjourn the meeting to another  time,  or to
another time and place, and there may be successive  adjournments for like cause
and in like manner  without  further  notice  until a quorum shall  attend.  Any
business may be transacted at any such adjourned meeting or meetings which might
have been transacted at the meeting as originally called.

     Section 7. Organization.The  Chairman of the Board, or, in his absence, the
Vice Chairman, or, in their absence, the President, or, in their absence, one of
the Executive  Vice  Presidents,  or, in their  absence,  one of the Senior Vice
Presidents,   or,  in  their  absence,   a  Vice  President   appointed  by  the
stockholders,  shall call meetings of the stockholders to order and shall act as
chairman  thereof.  The  Secretary  of the  Company,  if  present,  shall act as
secretary  of all  meetings  of the  stockholders;  and,  in  his  absence,  the
presiding officer may appoint a secretary.

     Section 8. Voting.At each meeting of the stockholders, every stockholder of
record (at the  closing of the  transfer  books if closed)  shall be entitled to
vote in person or by proxy  appointed by an instrument in writing  subscribed by
such  stockholder or by his duly authorized  attorney and delivered to and filed
with the Secretary at the meeting;  and each stockholder shall have one vote for
each share of stock  standing in his name.  Voting for  directors,  and upon any
question at any meeting, shall be by ballot, if demanded by any stockholder.

     Section 9. List of Stockholders.The Secretary shall keep records from which
a list of stockholders  can be compiled,  and shall furnish such list upon order
of the Board of Directors.

                                  ARTICLE II.
                            The Board of Directors.

     Section 1.  Number,  Election and Terms.  Except as  otherwise  fixed by or
pursuant to the  provisions of Article IV of the  Certificate  of  Incorporation
relating to the rights of the  holders of any class or series of stock  having a
preference  over the Common Stock as to dividends or upon  liquidation  to elect
additional directors under specified circumstances,  the number of the directors
of the Company  shall be fixed from time to time by the Board of  Directors  but
shall not be less than three. The directors, other than those who may be elected
by the  holders  of any class or series of stock  having a  preference  over the
Common Stock as to  dividends or upon  liquidation,  shall be  classified,  with
respect to the time for which they severally hold office, into three classes, as
nearly equal in number as possible, as determined by the Board of Directors, one
class to be  originally  elected for a term  expiring  at the annual  meeting of
stockholders  to be held in 1985,  another class to be originally  elected for a
term  expiring
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at the annual meeting of  stockholders  to be held in 1986, and another class to
be originally  elected for a term expiring at the annual meeting of stockholders
to be held in 1987,  with  each  class to hold  office  until its  successor  is
elected  and  qualified.  At each  annual  meeting  of the  stockholders  of the
Company,  the  successors  of the class of directors  whose term expires at that
meeting  shall be  elected  to hold  office  for a term  expiring  at the annual
meeting  of  stockholders  held in the third  year  following  the year of their
election.

     Section 2. Newly Created  Directorships and Vacancies.  Except as otherwise
provided  for or fixed by or  pursuant  to the  provisions  of Article IV of the
Certificate of Incorporation  relating to the rights of the holders of any class
or series of stock having a preference  over the Common Stock as to dividends or
upon liquidation to elect directors under specified circumstances, newly created
directorships  resulting  from any  increases  in the number of directors or any
vacancies  on the  Board of  Directors  resulting  from  death,  resignation  or
disqualification,  or other cause shall be filled by the  affirmative  vote of a
majority  of the  remaining  directors  then in office,  even though less than a
quorum of the Board of  Directors.  Any  director  so  elected  shall  stand for
election  (for  the  balance  of  his  term)  at  the  next  annual  meeting  of
stockholders, unless his term expires at such Annual Meeting. Any vacancy on the
Board of Directors  resulting from removal by  stockholder  vote shall be filled
only by the vote of a majority of the voting  power of all shares of the Company
entitled to vote  generally in the election of Directors,  voting  together as a
single class.  The affirmative vote of the holders of at least a majority of the
then outstanding  shares of capital stock of the Company voting generally in the
election of Directors,  voting together as a single class,  shall be required to
repeal the foregoing provisions.

     Section  3.  Removal.Subject  to the rights of any class or series of stock
having a preference over the Common Stock as to dividends or upon liquidation to
elect Directors under specified circumstances,  any director may be removed from
office,  with or without cause,  only by the affirmative  vote of the holders of
66-2/3% of the  combined  voting  power of the then  outstanding  shares  of 
stock entitled to vote  generally in the election of Directors,  voting  
together as a single class.

     Section  4.  Nominations.Subject  to the  rights of holders of any class or
series of stock  having a  preference  over the Common  Stock as to dividends or
upon  liquidation,  nominations for the election of Directors may be made by the
Board of Directors or a proxy  committee  appointed by the Board of Directors or
by any  stockholder  entitled to vote in the  election of  Directors  generally.
However, any stockholder entitled to vote in the election of Directors generally
may  nominate one or more persons for election as Directors at a meeting only if
written  notice  of  such  stockholder's  intent  to  make  such  nomination  or
nominations  has been  given,  either by personal  delivery or by United  States
mail,  postage prepaid,  to the Secretary of the Company not later than (i) with
respect to an election to be held at an annual meeting of stockholders,  90 days
in advance of such meeting, and (ii) with respect to an election to be held at a
special  meeting of  stockholders  for the election of  Directors,  the close of
business on the seventh day  following  the date on which notice of such meeting
is first given to  stockholders.  Each such notice shall set forth: (a) the name
and address of the  stockholder  who intends to make the  nomination  and of the
person or persons to be nominated;  (b) a representation that the stockholder is
a holder of record of stock of the Company  entitled to vote at such meeting and
intends to appear in person or by proxy at the meeting to nominate the person or
persons  specified  in the notice;  (c) a  description  of all  arrangements  or
understandings  between the stockholder and each nominee and any other person or
persons  (naming  such person or persons)  pursuant to which the  nomination  or
nominations  are to be made  by the  stockholder;  (d)  such  other  information
regarding each nominee  proposed by such  stockholder as would be required to be
included  in a  proxy  statement  filed  pursuant  to  the  proxy  rules  of the
Securities and Exchange Commission,  had the nominee been nominated, or intended
to be nominated, by the Board of Directors;  and (e) the consent of each nominee
to serve as a director of the Company if so elected. The chairman of the meeting
may refuse to  acknowledge  the  nomination of any person not made in compliance
with the foregoing procedure.

     Section 5. Organization Meeting of the Board.At the last regular meeting of
the Board of Directors prior to each annual meeting of  stockholders,  the Board
of Directors shall establish its  organization,  elect and appoint  officers and
appoint  committee  members.  Such action may also be taken at another place and
time fixed by written consent of the Directors.

     Section 6. Regular  Meetings.  Regular  meetings of the Board are fixed and
may be held without notice at the office of the Company in Harrison, New York on
the fourth  Friday in each month at 9:00 A.M.,  or at such other time and place,
either  within or without  the State of  Delaware,  as the Board may  provide by
resolution,  without other notice than such resolution. If less than a quorum is
present at any meeting  time and place,  those  present may adjourn from time to
time until a quorum  shall be present,  but if there shall be no quorum prior to
another  regular meeting time, then such meetings of less than a quorum need not
be recorded.

     Section 7.  Special  Meetings.Special  meetings  of the Board shall be held
whenever  called by the Chairman of the Board,  or, in his absence,  by the Vice
Chairman of the Board, or, in their absence,  by the President,  or by one-third
of the  Directors  then in  office.  The person or  persons  authorized  to call
special  meetings of the Board may fix any place,  either  within or without the
State of  Delaware,  as the  place  for  holding  any  special  meeting.

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Unless otherwise specified in the notice thereof, any business may be transacted
at a special meeting.

     Section 8.  Notice of  Special  Meetings.The  Secretary  shall mail to each
director notice of any special meeting at least two days before the meeting,  or
shall  telegraph  or  telephone  such  notice  not later than the day before the
meeting.  When all Directors are present, any business may be transacted without
any previous notice. Any director may waive notice of any meeting.

     Section 9. Quorum.A  majority of the total number of Directors,  or half of
the total  number  when the number of  Directors  then in office is even,  shall
constitute a quorum for the  transaction  of  business,  and a majority of those
present at the time and place of any regular or special  meeting,  although less
than a quorum,  may  adjourn  the same from time to time,  as  provided in these
by-laws.

     Section 10.  Chairman.At  all  meetings of the Board,  the  Chairman of the
Board, or, in his absence, the Vice Chairman of the Board, or, in their absence,
the President, or, in their absence, a chairman chosen by the Directors present,
shall preside.

     Section 11. Action without  Meeting.A  statement in writing,  signed by all
members of the Board of Directors or the Executive Committee, shall be deemed to
be action by the Board or Committee,  as the case may be, to the effect  therein
expressed, and it shall be the duty of the Secretary to record such statement in
the minute books of the Company under its proper date.

                                  ARTICLE III.
                   Executive Committee and Other Committees.

     Section 1.  Executive  Committee.The  Board of Directors  shall  appoint an
Executive Committee of seven or more members to serve during the pleasure of the
Board to consist of the Chairman of the Executive Committee, the Chairman of the
Board,  the Vice  Chairman  of the Board,  the  President,  and such  additional
Directors as the Board may from time to time designate.

     Section 2. The  Chairman  of the  Executive  Committee.The  Chairman of the
Executive Committee shall be designated by the Board of Directors and shall be a
member of the Board and of the Executive Committee. He shall preside at meetings
of the  Executive  Committee,  and shall do and perform such other things as may
from time to time be assigned to him by the Board of Directors.

     Section 3.  Vacancies.Vacancies  in the Executive Committee shall be filled
by the Board.

     Section  4.  Executive  Committee  to  Report.All  action by the  Executive
Committee  shall be  reported  promptly  to the Board and such  action  shall be
subject to review by the Board,  provided  that no rights of third parties shall
be affected by such review.

     Section 5. Procedure.The  Executive  Committee,  by a vote of a majority of
all of its  members,  shall  fix its own  times and  places  of  meeting,  shall
determine the number of its members constituting a quorum for the transaction of
business,  and shall  prescribe its own rules of  procedure,  no change in which
shall be made save by a majority vote of all of its members.

     Section 6.  Powers.During  the intervals between the meetings of the Board,
the  Executive  Committee  shall  possess and may exercise all the powers of the
Board in the  management  and  direction  of the  business  and  affairs  of the
Company,  except those which by applicable  statute are reserved to the Board of
Directors.

     Section 7. Other  Committees.From  time to time the Board may appoint other
committees,  and they  shall  have  such  powers  as shall be  specified  in the
resolution of appointment.

                                  ARTICLE IV.
                                   Officers.

     Section 1. Number.The Board of Directors shall elect the executive officers
of the  Company  which may  include a Chairman  of the  Board,  one or more Vice
Chairmen of the Board, a President,  one or more Vice Presidents (one or more of
whom may be designated as Executive Vice Presidents or as Senior Vice Presidents
or by other  designations),  a General  Counsel,  a Secretary,  a  Treasurer,  a
Comptroller,  and a General  Tax  Counsel.  A person  may at the same time hold,
exercise  and perform the powers and duties of more than one  executive  officer
position.  In addition to the executive  officers,  the Board may appoint one or
more Assistant Secretaries,  Assistant Treasurers and Assistant Comptrollers and
such other  officers or agents as the Board may from time to time deem necessary
or desirable.  All officers and agents shall perform the duties and exercise the
powers  usually  incident  to the  offices  or  positions  held by  them,  those
prescribed by these by-laws, and those assigned to them from time to time by the
Board or by the Chief Executive Officer.

     Section 2. The Chairman of the  Board.The  Chairman of the Board shall be a
member  of the  Board of  Directors  and of the  Executive  Committee.  He shall
preside at meetings of the stockholders and of the Directors,  and shall keep in
close touch with the administration of the affairs of the Company,  shall advise
and  counsel  with
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the Vice Chairman of the Board and the President,  and with other  executives of
the Company and shall do and perform  such other duties as may from time to time
be assigned to him by the Board of Directors or by the Executive Committee.

     Section 3. The Vice  Chairman of the  Board.The  Vice Chairman of the Board
shall be a member of the Board of  Directors  and the  Executive  Committee.  He
shall keep in close touch with the administration of the affairs of the Company,
shall advise and counsel with the Chairman of the Board and the  President,  and
with other executives of the Company, and shall do and perform such other duties
as may from time to time be  assigned  to him by the Board of  Directors  or the
Executive Committee.

     Section 4. The  President.The  President  shall be a member of the Board of
Directors and of the Executive Committee.  He shall keep in close touch with the
administration of the affairs of the Company,  shall advise and counsel with the
Chairman  of the  Board  and the Vice  Chairman  of the  Board  and  with  other
executives  of the  Company,  and shall do and perform  such other duties as may
from time to time be assigned to him by the Board of Directors or the  Executive
Committee.  In the  absence of the  Chairman of the Board,  he shall  preside at
meetings of the stockholders and of the Directors.

     Section 5. The Chief Executive Officer.Either the Chairman of the Board, or
the  President,  as the Board of  Directors  may  designate,  shall be the Chief
Executive  Officer of the  Company.  The officer so  designated  shall have,  in
addition to the powers and duties  applicable  to the office set forth in either
Section 2 or 4 of this Article IV, general active  supervision over the business
and affairs of the Company and over its several officers, agents, and employees,
subject,  however,  to the  direction  and control of the Board or the Executive
Committee. The Chief Executive Officer shall see that all orders and resolutions
of the Board or the  Executive  Committee  are  carried  into  effect,  and,  in
general,  shall perform all duties  incident to the position of Chief  Executive
Officer and such other  duties as may from time to time be assigned by the Board
or the Executive Committee.

     Section 6. The Executive Vice  Presidents.  The Executive  Vice  Presidents
shall keep in touch with the administration of the affairs of the Company, shall
advise and  counsel  with the  Chairman of the Board,  the Vice  Chairman of the
Board and with the President and with other executives of the Company, and shall
do and perform such other duties as from time to time may be assigned to them by
the Board of Directors,  the Executive Committee, the Chairman of the Board, the
Vice Chairman of the Board, or the President.  In the absence of the Chairman of
the  Board,  the Vice  Chairman  of the  Board  and the  President,  the  Senior
Executive Vice President shall preside at meetings of the stockholders.

     Section 7. The Senior Vice Presidents.Each Senior Vice President shall have
such powers as may be conferred  upon him by the Board of  Directors,  and shall
perform  such duties as from time to time may be assigned to him by the Board of
Directors, the Executive Committee, the Chairman of the Board, the Vice Chairman
of the Board, or the President.

     Section 8. The Vice  Presidents.Each  Vice President shall have such powers
as may be conferred  upon him by the Board of Directors,  and shall perform such
duties as from time to time may be  assigned  to him by the Board of  Directors,
the  Executive  Committee,  the Chairman of the Board,  the Vice Chairman of the
Board, or the President.

     Section 9. The General Counsel.The General Counsel shall have charge of all
the legal  affairs  of the  Company  and  shall  exercise  supervision  over its
contract relations.

     Section  10. The  Secretary.The  Secretary  shall  keep the  minutes of all
meetings of the  stockholders  and the Board of Directors in books  provided for
the  purpose.  He shall  attend to the giving and serving of all notices for the
Company.  He shall sign with the Chairman of the Board, the Vice Chairman of the
Board, the President,  and Executive Vice President, a Senior Vice President, or
a Vice  President,  such  contracts as may require his  signature,  and shall in
proper cases affix the seal of the Company thereto.  He shall have charge of the
certificate  books and such other books and papers as the Board of Directors may
direct.  He shall sign with the Chairman of the Board, the President,  or a Vice
President  certificates of stock, and he shall in general perform all the duties
incident to the Office of  Secretary,  subject to the control of the Board,  and
shall  perform  such other duties as from time to time may be assigned to him by
the Board of Directors,  the Executive Committee, the Chairman of the Board, the
Vice Chairman of the Board,  or the President.  Any Assistant  Secretary may, in
his own  name,  perform  any duty of the  Secretary,  when so  requested  by the
Secretary or in the absence of that officer,  and may perform such duties as may
be prescribed by the Board. In the absence of the Secretary and of all Assistant
Secretaries,  minutes  of any  meetings  may be kept  by a  Secretary  pro  tem,
appointed for that purpose by the presiding officer.

     Section 11. The  Treasurer.The  Treasurer  shall have charge and custody of
and be  responsible  for all the funds and  securities  of the Company,  and may
invest  the  same  in any  securities  as may be  permitted  by  law;  designate
depositories  in which all  monies  and  other  valuables  to the  credit of the
Company may be deposited;  render to the Board,  or any committee  designated by
the Board,  whenever the Board or such committee may require,  an account of all
transactions  as Treasurer;  and in general perform all the duties of the office
of  Treasurer  and such other duties as from time to time may be assigned by the
Chairman  of the Board,  the Vice  Chairman  of the Board,  the

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President,  the  officer of the Company who may be  designated  Chief  Financial
Officer, and the Board of Directors. In case one or more Assistant Treasurers be
appointed,  the  Treasurer  may  delegate to them the  authority to perform such
duties as the Treasurer may determine.

     Section  12.  The  Comptroller.The   Comptroller  shall  be  the  principal
accounting officer of the corporation;  shall have charge of the Company's books
of accounts,  records and  auditing,  shall ensure that the  necessary  internal
controls  exist  within the  Company to provide  reasonable  assurance  that the
Company's assets are  safeguarded and that financial  records are maintained and
publicly disclosed in accordance with generally accepted accounting  principles;
and in general  perform all the duties incident to the office of Comptroller and
such other  duties as from time to time may be assigned  by the  Chairman of the
Board, the Vice Chairman of the Board, the President, the officer of the Company
who may be designated Chief Financial  Officer,  and the Board of Directors.  In
case one or more  Assistant  Comptrollers  be  appointed,  the  Comptroller  may
delegate to them such duties as the Comptroller may determine.

     Section  13. The  General Tax  Counsel.The  General Tax Counsel  shall have
charge of all the tax affairs of the Company.

     Section 14. Tenure of Officers:  Removal.All  officers elected or appointed
by the Board shall hold office until their successor is elected or appointed and
qualified,  or until their  earlier  resignation  or removal.  All such officers
shall  be  subject  to  removal,  with  or  without  cause,  at any  time by the
affirmative vote of a majority of the whole Board.

                                   ARTICLE V.
                                Indemnification.

     Section 1. Right to  Indemnification.  The Company shall indemnify,  defend
and hold harmless any person who was or is a party or is threatened to be made a
party to any  threatened,  pending  or  completed  action,  suit or  proceeding,
whether  civil,  criminal,  administrative,  investigative  or other,  including
appeals, by reason of the fact that he is or was a director, officer or employee
of the  Company,  or is or  was  serving  at the  request  of the  Company  as a
director,  officer or employee of any corporation,  partnership,  joint venture,
trust or other  enterprise,  including  service with respect to employee benefit
plans,  whether the basis of such  proceeding  is alleged  action in an official
capacity as a  director,  officer or  employee  or in any other  capacity  while
serving as a director,  officer or employee, to the fullest extent authorized by
the Delaware  General  Corporation  Law, as the same exists or may  hereafter be
amended,  (but, in the case of any such amendment,  only to the extent that such
amendment  permits the Company to provide  broader  indemnification  rights than
said Law permitted the Company to provide prior to such  amendment)  against all
expenses, liability and loss (including attorney's fees, judgments, fines, ERISA
excise  taxes  or  penalties  and  amounts  paid or to be  paid  in  settlement)
reasonably  incurred  or  suffered  by  such  person  in  connection  therewith;
provided,  however,  that except as provided in Section 2 hereof with respect to
proceedings  seeking to enforce  rights to  indemnification,  the Company  shall
indemnify  any  such  person  seeking   indemnification  in  connection  with  a
proceeding (or part thereof) initiated by such person only if the proceeding (or
part thereof) was authorized by the Board of Directors of the Company.
     The right to indemnification  conferred in this Article shall be a contract
right and shall include the right to be paid by the Company expenses incurred in
defending  any such  proceeding in advance of its final  disposition;  provided,
however,  that if  required by law at the time of such  payment,  the payment of
such expenses incurred by a director or officer in his capacity as a director or
officer  (and not in any other  capacity in which  service was or is rendered by
such person while a director or officer, including, without limitation,  service
to an  employee  benefit  plan) in  advance  of the  final  disposition  of such
proceeding,  shall be made only upon delivery to the Company of an  undertaking,
by or on behalf of such  director or officer to repay all amounts so advanced if
it should be determined ultimately that such director or officer is not entitled
to be  indemnified under this Section or otherwise.  "Employee", as used herein,
includes  both an active  employee in the Company's service as well as a retired
employee who is or has been a party to a written  agreement under which he might
be, or might have been obligated to render services to the Company.

Section 2. Right of Claimant to Bring  Suit.  If a claim under  Section 1 is not
paid in full by the  Company  within  sixty  days or,  in cases of  advances  of
expenses,  twenty days,  after a written claim has been received by the Company,
the  claimant  may at any time  thereafter  bring suit  against  the  Company to
recover the unpaid  amount of the claim and, if  successful in whole or in part,
the claimant shall be entitled to be paid also the expense of  prosecuting  such
claim. It shall be a defense to any such action (other than an action brought to
enforce a claim for expenses  incurred in defending any proceeding in advance of
its final  disposition  where the required  undertaking has been tendered to the
Company)  that the claimant has not met the  standards of conduct  which make it
permissible  under the  Delaware  General  Corporation  Law for the  Company  to
indemnify  the claimant for the amount  claimed,  but the burden of proving such
defense shall be on the Company.  Neither the failure of the Company  (including
its Board of Directors,  independent legal counsel, or its stockholders) to have
made a
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determination  prior to the commencement of such action that  indemnification of
the  claimant  is  proper  in the  circumstances  because  he or she has met the
applicable  standard of conduct set forth in the  Delaware  General  Corporation
Law,  nor an  actual  determination  by the  Company  (including  its  Board  of
Directors,  independent legal counsel or its stockholders) that the claimant had
not met such applicable standard of conduct, shall be a defense to the action or
create a  presumption  that  claimant  had not met the  applicable  standard  of
conduct.  The  Company  shall  be  precluded  from  asserting  in  any  judicial
proceeding   commenced   pursuant  to  this  Article  that  the  procedures  and
presumptions  of this Article are not valid,  binding and  enforceable and shall
stipulate in any such proceeding that the Company is bound by all the provisions
of this Article.

     Section 3.  Non-Exclusivity and Survival.  The right to indemnification and
the payment of expenses  incurred in  defending a  proceeding  in advance of its
final disposition conferred in this Article (a) shall apply to acts or omissions
antedating the adoption of this by-law, (b) shall be severable, (c) shall not be
exclusive of other rights to which any director,  officer or employee may now or
hereafter  be entitled,  (d) shall  continue as to a person who has ceased to be
such  director,  officer or  employee  and (e) shall inure to the benefit of the
heirs, executors and administrators of such a person.

                                  ARTICLE VI.
                                 Capital Stock.

     Section 1. Form and Execution of  Certificates.  The certificates of shares
of the capital  stock of the Company  shall be in such form as shall be approved
by the Board. The certificates shall be signed by the Chairman of the Board, the
President, or a Vice President, and the Secretary or an Assistant Secretary.

     Section 2. Certificates to be  Entered.Certificates  shall be consecutively
numbered,  and the names of the  owners,  the  number of shares  and the date of
issue, shall be entered in the books of the Company.

     Section 3. Old  Certificates to be  Canceled.Except  in the case of lost or
destroyed  certificates,  and  in  that  case  only  upon  performance  of  such
conditions as the Board may  prescribe,  no new  certificate  shall be issued in
lieu of a former  certificate  until  such  former  certificate  shall have been
surrendered and canceled.

     Section 4. Transfer of Shares.Shares shall be transferred only on the books
of the Company by a holder  thereof in person or by his  attorney  appointed  in
writing,  upon the surrender and  cancellation of certificates for a like number
of shares.

     Section 5. Regulations. The Board may make such rules and regulations as it
may  deem  expedient   concerning  the  issue,   transfer  and  registration  of
certificates of stock of the Company.

     Section 6.  Registrar.  The Board may appoint a registrar of transfers  and
may require all certificates to bear the signature of such registrar.

     Section 7. Closing of Transfer Books. If deemed expedient by the Board, the
stock  books  and  transfer  books  may  be  closed  for  the  meetings  of  the
stockholders,  or for other  purposes,  during such periods as from time to time
may be  fixed  by  the  Board,  and  during  such  periods  no  stock  shall  be
transferable on said books.

     Section 8. Dates of Record. If deemed expedient by the Board, the Directors
may fix in advance,  a date,  not  exceeding 60 days  preceding  the date of any
meeting of stockholders or the date for the payment of any dividend, or the date
for the  allotment  of  rights,  or the date when any  change or  conversion  or
exchange  of  capital  stock  shall go into  effect,  as a  record  date for the
determination  of the  stockholders  entitled  to notice of, and to vote at, any
such meeting or entitled to receive payment of any such dividend, or to any such
allotment  of rights,  or to exercise  the rights in respect of any such change,
conversion or exchange of capital stock, and in such case only such stockholders
as shall be  stockholders  of record on the date so fixed  shall be  entitled to
such  notice of, and to vote at,  such  meeting,  or to receive  payment of such
dividend, or to receive such allotment of rights, or to exercise such rights, as
the case may be,  notwithstanding  any transfer of any stock on the books of the
Company after any such record date fixed as aforesaid.

     Section 9. Rights to Purchase  Securities.  The Company shall not,  without
either the prior  approval  of a  majority  of the total  number of shares  then
issued and  outstanding  and entitled to vote or the receipt by the Company of a
favorable  opinion  issued by a nationally  recognized  investment  banking firm
designated by the Committee of Equity Security Holders of Texaco Inc.  appointed
in the  Company's jointly  administered  chapter  11 case in the  United  States
Bankruptcy Court for the Southern  District of New York or its last chairman (or
his  designee) to the effect that the  proposed  issuance is fair from a finance
point of view to the  stockholders  of the  Company  issue  to its  stockholders
generally  (i) any  warrant  or other  right to  purchase  any  security  of the
Company,  any  successor  thereto  or any  other  person  or  entity or (ii) any
security of the Company  containing  any such right to purchase,  which warrant,
right or security (a) is  exercisable,  exchangeable  or  convertible,  based or
conditioned  in whole or in part on (I) a change of  control  of the  Company or
(II) the owning or holding of any number or percentage of outstanding  shares or
voting  power or any offer to  acquire  any  number of shares or  percentage  of
voting power by any entity,  individual or group of entities and/or  individuals
or (b) discriminates among holders

                                     * 6 *
<PAGE>

of the same  class of  securities  (or the class of  securities  for which  such
warrant or right is exercisable or exchangeable) of the Company or any successor
thereto.  The affirmative vote of the holders of at least a majority of the then
outstanding  shares of capital  stock of the  Company  voting  generally  in the
election of Directors,  voting together as a single class,  shall be required to
repeal the foregoing provisions.

                                  ARTICLE VII.
                                  Fair Price.

A.   Vote Required for Certain Business Combinations.

     1.  Higher  Vote  for  Certain  Business  Combinations.In  addition  to any
affirmative vote required by law or the Certificate of Incorporation, and except
as otherwise expressly provided in Section B of this Article VII:

          a. any merger or  consolidation  of the Company or any  Subsidiary (as
     hereinafter  defined) with (i) any Interested  Stockholder  (as hereinafter
     defined)  or (ii) any other  person  (whether  or not itself an  Interested
     Stockholder)  which is, or after such merger or consolidation  would be, an
     Affiliate (as hereinafter defined) of an Interested Stockholder; or

          b. any sale,  lease,  exchange,  mortgage,  pledge,  transfer or other
     disposition (in one transaction or a series of transactions) to or with any
     Interested  Stockholder or any Affiliate of any  Interested  Stockholder of
     any assets of the Company or any Subsidiary having an aggregate Fair Market
     Value of $100 million or more; or

          c. the issuance or transfer by the Company or any  Subsidiary  (in one
     transaction or a series of  transactions)  of any securities of the Company
     or any  Subsidiary to any  Interested  Stockholder  or any Affiliate of any
     Interested  Stockholder in exchange for cash,  securities or other property
     (or a combination  thereof)  having an aggregate  Fair Market Value of $100
     million or more; or

          d.  the  adoption  of any  plan or  proposal  for the  liquidation  or
     dissolution  of the  Company  proposed  by or on  behalf  of an  Interested
     Stockholder or any Affiliate of any Interested Stockholder; or

          e. any  reclassification  of securities  (including  any reverse stock
     split), or  recapitalization of the Company, or any merger or consolidation
     of the  Company  with  any of its  Subsidiaries  or any  other  transaction
     (whether  or  not  with  or  into  or  otherwise  involving  an  Interested
     Stockholder)  which has the effect,  directly or indirectly,  of increasing
     the proportionate share of the outstanding shares of any class of equity or
     convertible  securities of the Company or any Subsidiary  which is directly
     or indirectly  owned by any Interested  Stockholder or any Affiliate of any
     Interested Stockholder;

shall require the affirmative  vote of the holders of at least 80% of the voting
power of the then outstanding shares of capital stock of the Company entitled to
vote generally in the election of Directors (the "Voting Stock"),  voting 
together as a single  class (it being  understood  that for purposes of this 
Article VII, each share of the  Voting  Stock  shall  have the number of votes
granted to it pursuant to Article IV of the Certificate of  Incorporation).  
Such  affirmative vote shall be required notwithstanding the fact that no vote
may be required, or that a lesser  percentage may be specified,  by law or in
any agreement with any national securities exchange or otherwise.

     2. Definition of "Business Combination". The term "Business Combination" as
used in this Article VII shall mean any  transaction  which is referred to in 
any one or more of clauses (a) through (e) of paragraph 1 of this Section A.

B. When Higher Vote is Not Required.The  provisions of Section A of this Article
VII shall not be applicable to any  particular  Business  Combination,  and such
Business  Combination shall require only such affirmative vote as is required by
law  and  any  provision  of the  Certificate  of  Incorporation,  if all of the
conditions specified in either of the following paragraphs 1 and 2 are met:

     1. Approval by Disinterested  Directors.The Business Combination shall have
been  approved  by a majority of the  Disinterested  Directors  (as  hereinafter
defined).

     2. Price and Procedure  Requirements.All of the following  conditions shall
have been met:

          a. The  aggregate  amount  of the  cash to be  received  per  share by
     holders  of Common  Stock in such  Business  Combination  shall be at least
     equal to the higher of the following:

               (i) (if  applicable)  the highest per share price  (including any
          brokerage  commissions,  transfer taxes and soliciting  dealers' fees)
          paid by the  Interested  Stockholder  for any  shares of Common  Stock
          acquired by it (a) within the two-year period immediately prior to the
          first  publication  announcement  of  the  proposal  of  the  Business
          Combination (the "Announcement Date") or (b) in the transaction in 
          which it became an Interested Stockholder, whichever is higher; and

               (ii) the Fair  Market  Value  per  share of  Common  Stock on the
          Announcement  Date or on the date on which the Interested  Stockholder
          became an Interested  Stockholder  (such latter date is referred to in
          this Article VII as the "Determination Date"), whichever is higher.

                                     * 7 *
<PAGE>

          b. The  aggregate  amount  of the  cash to be  received  per  share by
     holders of shares of any other class of  outstanding  Voting Stock shall be
     at least equal to the highest of the following (it being  intended that the
     requirements  of this paragraph 2b shall be required to be met with respect
     to every class of outstanding  Voting Stock,  whether or not the Interested
     Stockholder  has  previously  acquired any shares of a particular  class of
     Voting Stock):

               (i) (if  applicable)  the highest per share price  (including any
          brokerage  commissions,  transfer taxes and  soliciting  dealers fees)
          paid by the  Interested  Stockholder  for any  shares of such class of
          Voting Stock acquired by it (a) within the two-year period immediately
          prior to the  Announcement  Date or (b) in the transaction in which it
          became an Interested Stockholder, whichever is higher;

               (ii) (if applicable) the highest preferential amount per share to
          which the holders of shares of such class of Voting Stock are entitled
          in the event of any voluntary or involuntary liquidation,  dissolution
          or winding up of the Company; and

               (iii) the Fair  Market  Value  per share of such  class of Voting
          Stock on the Announcement Date or on the Determination Date, whichever
          is higher.

          c. The  consideration  to be received by holders of a particular class
     of outstanding  Voting Stock (including Common Stock) shall be in cash. The
     price  determined in accordance with paragraphs 2a and 2b of this Section B
     shall be  subject  to  appropriate  adjustment  in the  event of any  stock
     dividend, stock split, combination of shares or similar event.

          d.  After  such  Interested   Stockholder  has  become  an  Interested
     Stockholder and prior to the consummation of such Business Combination: (i)
     except as  approved  by a majority of the  Disinterested  Directors,  there
     shall have been no failure to declare and pay at the regular date  therefor
     any full quarterly dividends (whether or not cumulative) on the outstanding
     Preferred Stock;  (ii) there shall have been (a) no reduction in the annual
     rate of dividends  paid on the Common Stock (except as necessary to reflect
     any  subdivision of the Common Stock),  except as approved by a majority of
     the  Disinterested  Directors,  and (b) an  increase in such annual rate of
     dividends  as  necessary  to reflect any  reclassification  (including  any
     reverse  stock  split),  recapitalization,  reorganization  or any  similar
     transaction  which has the effect of  reducing  the  number of  outstanding
     shares of the Common  Stock  unless the failure so to increase  such annual
     rate is approved by a majority of the  Disinterested  Directors;  and (iii)
     such Interested  Stockholder  shall have not become the beneficial owner of
     any  additional  shares of Voting Stock  except as part of the  transaction
     which  results  in  such  Interested  Stockholder  becoming  an  Interested
     Stockholder.

          e.  After  such  Interested   Stockholder  has  become  an  Interested
     Stockholder,  such  Interested  Stockholder  shall  not have  received  the
     benefit,  directly or indirectly (except proportionately as a stockholder),
     of any loans, advances,  guarantees,  pledges or other financial assistance
     or any tax credits or other tax advantages provided by the Company, whether
     in  anticipation  of or in  connection  with such Business  Combination  or
     otherwise.

          f. A proxy or information  statement  describing the proposed Business
     Combination and complying with the requirements of the Securities  Exchange
     Act of 1934 and the rules and  regulations  thereunder  (or any  subsequent
     provisions  replacing  such Act, rules or  regulations)  shall be mailed to
     public  stockholders  of  the  Company  at  least  30  days  prior  to  the
     consummation  of such  Business  Combination  (whether or not such proxy or
     information  statement is  required  to be mailed  pursuant to such Act or
     subsequent provisions).

C.   Vote  Required  for  Certain  Stock  Repurchases.  In addition to any other
requirement of the Certificate of  Incorporation,  the  affirmative  vote of the
holders  of  at  least  50%  of  the  Voting  Stock  (other  than  Voting  Stock
beneficially owned by a Selling Stockholder (as hereinafter defined)),  shall be
required before the Company purchases any outstanding  shares of Common Stock at
a price above the Market Price (as  hereinafter  defined) from a person actually
known by the Company to be a Selling Stockholder, unless the purchase is made by
the Company (a) on the same terms and as a result of an offer made  generally to
all holders of Common Stock or (b) pursuant to statutory appraisal rights.

D.   Certain Definitions. For the purpose of this Article VII:

     1. A "person" shall mean any individual, firm, corporation or other 
        entity.

     2. "Interested  Stockholder" shall mean any person (other than the 
        Company or any Subsidiary) who or which:

          a. is the beneficial owner,  directly or indirectly,  of more than 20%
     of the voting power of the outstanding Voting Stock; or

          b. is an  Affiliate of the Company and at any time within the two-year
     period  immediately prior to the date in question was the beneficial owner,
     directly  or  indirectly,  of 20% or more of the  voting  power of the then
     outstanding Voting Stock; or
                                     * 8 *
<PAGE>

          c. is an  assignee  of or has  otherwise  succeeded  to any  shares of
     Voting Stock which were at any time within the two-year period  immediately
     prior  to the  date  in  question  beneficially  owned  by  any  Interested
     Stockholder,  if such  assignment or succession  shall have occurred in the
     course of a transaction  or series of  transactions  not involving a public
     offering within the meaning of the Securities Act of 1933.

     3. A person shall be a "beneficial owner" of any Voting Stock:

          a.  which  such  person or any of its  Affiliates  or  Associates  (as
     hereinafter defined) beneficially owns directly or indirectly; or

          b. which such person or any of its  Affiliates or  Associates  has (i)
     the right to acquire (whether such right is exercisable immediately or only
     after the  passage of time),  pursuant  to any  agreement,  arrangement  or
     understanding or upon the exercise of conversion  rights,  exchange rights,
     warrants or options,  or  otherwise,  or (ii) the right to vote pursuant to
     any agreement, arrangement or understanding; or

          c. which are beneficially owned, directly or indirectly,  by any other
     person with which such person or any of its  Affiliates or  Associates  has
     any agreement,  arrangement or understanding  for the purpose of acquiring,
     holding, voting or disposing of any shares of Voting Stock.

     4. For the  purposes  of  determining  whether  a person  is an  Interested
Stockholder  pursuant to  paragraph 2 of this Section D, the number of shares of
Voting Stock deemed to be outstanding  shall include shares deemed owned through
application  of  paragraph  3 of this  Section D but shall not include any other
shares  which  may  be  issuable  pursuant  to  any  agreement,  arrangement  or
understanding,  or upon exercise of conversion rights,  warrants or options,  or
otherwise.

     5. "Affiliate" or "Associate"  shall have the respective  meanings  
ascribed to such  terms  in Rule  12b-2 of the  General  Rules  and  
Regulations  under  the Securities Exchange Act of 1934, as in effect on 
January 1, 1988.

     6.  "Subsidiary" means any corporation  of which a majority of any class of
equity  security is owned,  directly or  indirectly,  by the Company;  provided,
however,  that for the purposes of the definition of Interested  Stockholder set
forth in  paragraph 2 of this Section D, the term  Subsidiary  shall mean only a
corporation  of which a  majority  of each  class of equity  security  is owned,
directly or indirectly, by the Company.

     7. "Disinterested Director" means any member of the Board of Directors who
is unaffiliated  with the Interested  Stockholder  and was a member of the 
Board of Directors prior to the time that the Interested Stockholder became an 
Interested Stockholder,  and any successor of a Disinterested  Director who is 
unaffiliated with the Interested  Stockholder  and is recommended to succeed a 
Disinterested Director  by a  majority  of  Disinterested  Directors  then  on
the  Board  of Directors.

     8. "Fair Market Value"  means  (a) in the case of the  stock,  the  highest
closing sale price during the 30-day  period  immediately  preceding the date in
question of a share of such stock on the  Composite  Tape for the New York Stock
Exchange-Listed  Stocks,  or, if such  stock is not listed on such  Exchange,
on the principal  United States  securities  exchange  registered  under the 
Securities Exchange  Act of 1934 on which such  stock is  listed,  or, if such 
stock is not listed on any such exchange, the highest closing bid quotation 
with respect to a share of such stock during the 30-day  period  preceding the 
date in question on the National Association of Securities Dealers, Inc. 
Automated Quotations System or any system  then in use, or if no such  
quotations  are  available,  the fair market value on the date in question of a
share of such stock as  determined  by the Board of Directors in good faith; 
and (b) in the case of property other than cash or stock, the fair market 
value of such property on the date in question as determined by a majority of
the Disinterested Directors.

     9.  "Selling Stockholder" means any person  who or which is the  beneficial
owner of in the aggregate more than 1% of the outstanding shares of Common Stock
and who or which has  purchased or agreed to purchase any of such shares  within
the most recent two-year period and who sells or proposes to sell Common Stock
in a transaction  requiring  the  affirmative  vote provided for in Section C
of this Article VII.

     10.  "Market Price" means the highest sale price on or during the period of
five trading days immediately  preceding the date in question of a share of such
stock on the Composite Tape for New York Stock Exchange-Listed Stock, or if such
stock is not quoted on the Composite Tape on the New York Stock Exchange, or, 
if such stock is not listed on such Exchange,  on the principal United States 
securities exchange  registered  under the  Securities  Exchange  Act of 1934 on
which such stock is  listed,  or, if such  stock is not  listed on any such  
exchange,  the highest  closing bid quotation with respect to a share of stock
on or during the period of five trading days  immediately  preceding  the date 
in question on the National Association of Securities Dealers,  Inc. Automated
Quotations System or any system then in use, or if no such quotations are 
available,  the fair market value  on the date in  question  of a share of such
stock  as  determined  by a majority of the Disinterested Directors.

E.  Powers of the Board of Directors. A majority of the Directors shall have the
power and duty to  determine  for the purposes of this Article VII, on the basis
of information known to them after reasonable inquiry, (1)whether a person is an
Interested  Stockholder, (2) the  number of shares of Voting  Stock beneficially
owned  by any  person, (3) whether a  person  is an  Affiliate or  Associate  of
another,(4) whether the assets which are

                                     * 9 *
<PAGE>

the  subject  of any  Business  Combination  have,  or the  consideration  to be
received  for the  issuance  or  transfer  of  securities  by the Company or any
Subsidiary in any Business  Combination  has, an aggregate  Fair Market Value of
$100 million or more. A majority of the  Directors  shall have the further power
to interpret all of the terms and provisions of this Article VII.

F.  No  Effect  on  Fiduciary  Obligations  of  Interested  Stockholders.Nothing
contained  in this  Article VII shall be  construed  to relieve  any  Interested
Stockholder from any fiduciary obligation imposed by law.

G.  Amendment,  Repeal,  etc.  Notwithstanding  any  other  provisions  of  the
Certificate of Incorporation or these by-laws (and notwithstanding the fact that
a lesser percentage may be specified by law, the Certificate of Incorporation or
these  by-laws)  the  affirmative  vote of the holders of at least a majority of
then outstanding  shares of capital stock of the Company voting generally in the
election of  Directors,  voting  together as a single class shall be required to
repeal the foregoing provisions of this Article VII.

                                 ARTICLE VIII.
                                     Seal.

     The seal of the Company  shall be in circular form  containing  the name of
the Company around the margin,  with a five pointed star in the center embodying
a capital "T".

                                  ARTICLE IX.
                               By-Law Amendments.

     Subject  to the  provisions  of the  Certificate  of  Incorporation,  these
by-laws  may be  altered,  amended or  repealed  at any  regular  meeting of the
stockholders (or at any special meeting thereof duly called for that purpose) by
a majority vote of the shares  represented and entitled to vote at such meeting;
provided that in the notice of such special meeting notice of such purpose shall
be given.  Subject  to the laws of the State of  Delaware,  the  Certificate  of
Incorporation and these by-laws,  the Board of Directors may by majority vote of
those present at any meeting at which a quorum is present  amend these  by-laws,
or enact  such other  by-laws  as in their  judgment  may be  advisable  for the
regulation of the conduct of the affairs of the Company.

                                   _________

     I, .........R.E. Koch........................ Assistant Secretary of Texaco
Inc., a Delaware corporation,  do hereby certify that the above and foregoing is
a true and correct  copy of the by-laws of said  Company as amended to September
27, 1996, and now in effect.

     Dated Harrison, N.Y ......November 13......, 1996..  .....R.E. Koch........
                                                           Assistant Secretary

                                     * 10 *