EXHIBIT 4.1(a)


         This First Supplement to the First Supplemental Indenture,  dated as of
October 11,  1990,  among  Texaco  Capital  Inc.,  a Delaware  corporation  (the
"Company"),  Texaco Inc., a Delaware corporation (the "Guarantor") and The Chase
Manhattan Bank (National Association), as Trustee (the "Trustee").

                                    RECITALS

         The  Company,  the  Guarantor  and the  Trustee  are parties to a First
Supplemental Indenture dated as of January 31, 1990, supplementing and restating
an  Indenture  dated as of August  24,  1984,  (the  "Supplemental  Indenture"),
relating to the issuance from time to time by the Company of its Debt Securities
guaranteed  by the  Guarantor  on terms to be specified at the time of issuance.
Capitalized terms herein,  not otherwise  defined,  shall have the same meanings
given them in the Supplemental Indenture.

         The Company and the Guarantor  have  requested the Trustee to join with
it in the  execution and delivery of this First  Supplement to the  Supplemental
Indenture  in order to provide  for  limitations  on the  maturities  of certain
Securities.

         Section  9.01  (3)  of  the  Supplemental  Indenture  provides  that  a
Supplemental Indenture may be entered into by the Company, the Guarantor and the
Trustee,  without  the  consent  of any  Holders  of  Securities,  to amend  the
Supplemental  Indenture to the extent necessary to make any change that does not
adversely affect the rights of any Securityholder.

         The  Company  and  the  Guarantor  have   determined  that  this  First
Supplement  to the  Supplemental  Indenture  complies with said Section 9.01 and
does  not  require  the  consent  of any  Securityholder.  On the  basis  of the
foregoing,  the  Trustee  has  determined  that  this  First  Supplement  to the
Supplemental Indenture is in form satisfactory to it.

         All things  necessary to make this First Supplement to the Supplemental
Indenture a valid agreement of the Company,  the Guarantor and the Trustee and a
valid supplement to the Supplemental Indenture have been done.

         Each party  agrees as follows for the benefit of the other  parties and
for the equal and ratable benefit of the Holders of the Securities  issued under
the Supplemental Indenture as follows:







<PAGE>


                                    ARTICLE I
                                    COVENANT

Section 1.01

With respect to any  Securities  issued  pursuant to the  Prospectus  Supplement
dated October 11, 1990, to the Propectus  dated February 28, 1990, and under the
terms of a  Distribution  Agreement  dated as of  October  11,  1990  among  the
Company, the Guarantor, Morgan Stanley & Co. Incorporated, Salomon Brothers Inc,
and The First  Boston  Corporation,  the Company  agrees that it shall not issue
more than  $300,000,000  in aggregate  principal  amount of Securities  having a
maturity  of more than four  years;  the  Officers  of the  Company  acting with
respect to the issuance of any such Securities  shall make the  determination at
the time of  issuance  that the Notes have been  issued in  accordance  with the
foregoing  limitation;  and the  delivery  of an Order to the  Trustee  shall be
deemed to be conclusive evidence that the provisions of this First Supplement to
the Supplemental Indenture have been complied with.



                                   ARTICLE II
                                     GENERAL

Section 2.01

Except as supplemented  herein, the Supplemental  Indenture shall remain in full
force and effect as written.




<PAGE>


Section 2.02.     Duplicate Originals.

The  parties  may sign any  number  of copies of this  First  Supplement  to the
Supplemental  Indenture.  Each signed copy shall be an original, but all of them
together represent the same agreement.

(seal)                                               TEXACO CAPITAL INC.


                                                     By:      R. W. Ulrich
                                                         -----------------------
                                                              Vice President
Attest:


    R. E. Koch
-----------------------
Assistant Secretary

                                                     TEXACO INC.


                                                     By: David C. Crikelair
                                                         -----------------------
                                                              Treasurer
(seal)

Attest:


  R. E. Koch
-----------------------
Assistant Secretary

                                               THE CHASE MANHATTAN BANK
                                               (National Association)
                                               As Trustee


                                                     By:      R. J. Hollerin
                                                         -----------------------
                                                           Second Vice President

(seal)

Attest:


 Mary Jo Clarke
-----------------------
Assistant Secretary

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