<PAGE>
<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 28, 1997
REGISTRATION NO. 33-
________________________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
------------------------
EXXON CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
<TABLE>
<S> <C>
NEW JERSEY 13-5409005
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
5959 LAS COLINAS BLVD., IRVING, TX 75039-2298
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
</TABLE>
------------------------
1993 INCENTIVE PROGRAM OF EXXON CORPORATION
(FULL TITLE OF THE PLAN)
DONALD D. HUMPHREYS, CONTROLLER
EXXON CORPORATION
5959 LAS COLINAS BLVD., IRVING, TEXAS 75039-2298
(NAME AND ADDRESS OF AGENT FOR SERVICE)
TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE: (972) 444-1202
------------------------
CALCULATION OF REGISTRATION FEE
[CAPTION]
<TABLE>
- --------------------------------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------------------------------
PROPOSED
MAXIMUM PROPOSED
OFFERING MAXIMUM AMOUNT OF
TITLE OF SECURITIES PRICE AGGREGATE REGISTRATION
TO BE REGISTERED AMOUNT TO BE REGISTERED PER SHARE* OFFERING PRICE* FEE*
- --------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, no par value.............. 40,000,000 shares $60.8438 $ 2,433,750,000 $737,500
- --------------------------------------------------------------------------------------------------------------------------
- --------------------------------------------------------------------------------------------------------------------------
</TABLE>
* Estimated solely for the purpose of calculating the registration fee pursuant
to Rule 457(h) based on the average of the high and low prices reported in the
consolidated reporting system on October 27, 1997.
There are also registered hereunder such additional indeterminate number of
shares of the registrant's Common Stock as may be offered or sold as a result of
the anti-dilution provisions of the registrant's 1993 Incentive Program and 1988
Long Term Incentive Plan.
------------------------
Pursuant to Rule 429, the Prospectus relating to this Registration Statement
also relates to earlier Registration Statements filed for offerings under the
Registrant's 1988 Long Term Incentive Plan and 1993 Incentive Program
(Registration Nos. 33-25281 and 33-51107). This Registration Statement is a new
registration statement and also constitutes post-effective amendment No. 1 to
each such prior Registration Statement. As of September 30, 1997, approximately
55,493,074 shares remain available on a split adjusted basis under such prior
Registration Statements, for which shares an aggregate registration fee of
approximately $468,029 was paid.
________________________________________________________________________________
<PAGE>
<PAGE>
STATEMENT
This Registration Statement on Form S-8 relating to the Registrant's 1993
Incentive Program (the 'Program') is being filed to register additional
securities of the same class as other securities for which an earlier-filed
Registration Statement on Form S-8 relating to the Program is effective.
Pursuant to Instruction E of Form S-8, the contents of such earlier Registration
Statement (No. 33-51107) are incorporated herein by reference.
<PAGE>
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents heretofore filed by Exxon Corporation with the
Securities and Exchange Commission are incorporated by reference in this
Registration Statement:
(a) Annual Report on Form 10-K for the year ended December 31, 1996;
(b) Quarterly Report on Form 10-Q for the quarters ended March 31,
1997 and June 30, 1997; and
(c) the description of common stock of Exxon Corporation contained in
its Registration Statement on Form 10 filed on April 9, 1935, as amended by
its Current Report on Form 8-K for the month of May, 1970 and its Quarterly
Report on Form 10-Q for the quarter ended June 30, 1987.
In addition, all documents filed by Exxon Corporation pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934 subsequent to
the date of the filing of this Registration Statement and prior to the filing of
a post-effective amendment which indicates that all securities offered have been
sold or which deregisters all securities then remaining unsold, shall be deemed
to be incorporated by reference in this Registration Statement and to be a part
thereof from the date of filing of such documents. Any statement contained in a
document incorporated or deemed to be incorporated by reference herein shall be
deemed to be modified or superseded for purposes of this Registration Statement
to the extent that a statement contained in any other subsequently filed
document which also is or is deemed to be incorporated by reference herein
modifies or supersedes such statement. Any such statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute part of this Registration Statement.
ITEM 5. EXPERTS AND COUNSEL
The financial statements incorporated herein by reference to the Exxon
Corporation Annual Report on Form 10-K for the year ended December 31, 1996 have
been so incorporated in reliance upon the report of Price Waterhouse LLP,
independent accountants, given on the authority of said firm as experts in
auditing and accounting.
The financial statements similarly incorporated herein by reference to all
documents subsequently filed by Exxon Corporation pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Securities Exchange Act of 1934 prior to the filing
of a post-effective amendment which indicates that all securities offered have
been sold or which deregisters all securities then remaining unsold, are or will
be so incorporated in reliance upon the reports of Price Waterhouse LLP, and any
other independent accountants, relating to such financial statements and upon
the authority of such independent accountants as experts in auditing and
accounting in giving such reports to the extent that the particular firm has
examined such financial statements and consented to the use of their reports
thereon.
ITEM 8. EXHIBITS
(a) See Index to Exhibits.
II-1
<PAGE>
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Irving, State of Texas, on the 28th day of October,
1997.
EXXON CORPORATION
By: /S/ LEE R. RAYMOND
...................................
L.R. RAYMOND
CHAIRMAN OF THE BOARD
AND CHIEF EXECUTIVE OFFICER
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the date(s) indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- ------------------------------------------ -------------------------------------------- -------------------
<C> <S> <C>
/S/ LEE R. RAYMOND Chairman of the Board and October 28, 1997
......................................... Chief Executive Officer
L. R. RAYMOND (Principal Executive Officer)
* Director October 28, 1997
.........................................
MICHAEL J. BOSKIN
* Director October 28, 1997
.........................................
D. WAYNE CALLOWAY
* Director October 28, 1997
.........................................
JESS HAY
* Director October 28, 1997
.........................................
JAMES R. HOUGHTON
* Director October 28, 1997
.........................................
WILLIAM R. HOWELL
Director
.........................................
REATHA CLARK KING
* Director October 28, 1997
.........................................
PHILLIP E. LIPPINCOTT
* Director October 28, 1997
.........................................
HARRY J. LONGWELL
* Director October 28, 1997
.........................................
MARILYN CARLSON NELSON
* Director October 28, 1997
.........................................
ROBERT E. WILHELM
* Treasurer October 28, 1997
......................................... (Principal Financial Officer)
EDGAR A. ROBINSON
</TABLE>
II-2
<PAGE>
<PAGE>
<TABLE>
<C> <S> <C>
/s/ DONALD D. HUMPHREYS Controller October 28, 1997
......................................... (Principal Accounting Officer)
DONALD D. HUMPHREYS
*By /s/ T. P. TOWNSEND
.........................................
T. P. TOWNSEND
ATTORNEY-IN-FACT
</TABLE>
II-3
<PAGE>
<PAGE>
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
SEQUENTIAL
EXHIBIT NO. PAGE NO.
- ----------- ----------
<C> <S> <C>
23(a) Consent of Independent Accountants. 7
24 Power of attorney authorizing representatives to sign this Registration Statement and any
and all amendments (including post-effective amendments) to this Registration Statement
on behalf of Exxon Corporation and certain directors and officers thereof. 8
</TABLE>
<PAGE>
<PAGE>
EXHIBIT 23(A)
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated February 26, 1997, which appears on
page F-11 of the 1996 Annual Report to Shareholders of Exxon Corporation, which
is incorporated by reference in Exxon Corporation's Annual Report on Form 10-K
for the year ended December 31, 1996. We also consent to the reference to us
under the heading 'Experts and Counsel' in this Registration Statement.
PRICE WATERHOUSE LLP
Dallas, Texas
October 28, 1997
<PAGE>
<PAGE>
EXHIBIT 24
EXXON CORPORATION
POWER OF ATTORNEY
Each person whose signature appears below constitutes and appoints T. P.
Townsend, Edgar A. Robinson and W. B. Cook, and each of them, his or her true
and lawful attorneys-in-fact and agents, with full power of substitution and
resubstitution, for him or her and in his or her own name, place and stead, in
any and all capacities to sign a Registration Statement on Form S-8 to be filed
with the Securities and Exchange Commission with respect to shares of common
stock of Exxon Corporation offered and sold in connection with the Corporation's
1993 Incentive Program, 1988 Long-Term Incentive Plan, and 1983 Stock Option
Plan, as well as related interests, and to sign any and all amendments or
supplements (including post-effective amendments) to such Registration
Statement, and to file the same, with all exhibits thereto, and other documents
in connection therewith, with the Securities and Exchange Commission, granting
unto said attorneys-in-fact agents, and each of them, full power and authority
to do and perform each and every act and thing requisite and necessary to be
done, as fully to all intents and purposes as he or she might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents or any of them, or their or his or her substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- ------------------------------------------ -------------------------------------------- -------------------
<S> <C> <C>
/s/ LEE R. RAYMOND Chairman of the Board February 20, 1997
......................................... (Principal Executive Officer)
LEE R. RAYMOND
/s/ MICHAEL J. BOSKIN Director February 20, 1997
.........................................
MICHAEL J. BOSKIN
/s/ D. WAYNE CALLOWAY Director February 20, 1997
.........................................
D. WAYNE CALLOWAY
/s/ JESS HAY Director February 20, 1997
.........................................
JESS HAY
/s/ JAMES R. HOUGHTON Director February 20, 1997
.........................................
JAMES R. HOUGHTON
/s/ WILLIAM R. HOWELL Director February 20, 1997
.........................................
WILLIAM R. HOWELL
/s/ PHILIP E. LIPPINCOTT Director February 20, 1997
.........................................
PHILIP E. LIPPINCOTT
/s/ HARRY J. LONGWELL Director February 20, 1997
.........................................
HARRY J. LONGWELL
/s/ MARILYN CARLSON NELSON Director February 20, 1997
.........................................
MARILYN CARLSON NELSON
/s/ JOHN H. STEELE Director February 20, 1997
.........................................
JOHN H. STEELE
/s/ ROBERT E. WILHELM Director February 20, 1997
.........................................
ROBERT E. WILHELM
/s/ EDGAR A. ROBINSON Treasurer February 20, 1997
......................................... (Principal Financial Officer)
EDGAR A. ROBINSON
/s/ W.B. COOK Controller February 20, 1997
......................................... (Principal Accounting Officer)
W.B. COOK
</TABLE>
