EXXON CORP, DEF 14A, 1998-03-18

EXXON CORP
DEF 14A, 1998-03-18
PETROLEUM REFINING

Previous: EXXON CORP, 10-K405, 1998-03-18

Next: FAIR GROUNDS CORP, NT 10-Q, 1998-03-18

SCHEDULE 14A
(Rule 14a-101)

INFORMATION REQUIRED IN PROXY STATEMENT.

SCHEDULE 14A INFORMATION
Proxy Statement Pursuant to Section 14(a) of the Securities
Exchange Act of 1934 (Amendment No. )
Filed by the Registrant [X]
Filed by a party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted
by Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to 'SS'240.14a-11(c) or 'SS'240.14a-12

EXXON CORPORATION
.................................................................
(Name of Registrant as Specified In Its Charter)

.................................................................
(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):
[X] No fee required
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1)
and 0-11.

(1) Title of each class of securities to which transaction
applies:

.................................................................

(2) Aggregate number of securities to which transaction
applies:

............................................................

(3) Per unit price or other underlying value of transaction
computed pursuant to Exchange Act Rule 0-11 (set forth the amount
on which the filing fee is calculated and state how it was
determined):

............................................................

(4) Proposed maximum aggregate value of transaction:

............................................................

(5) Total fee paid:

............................................................

[ ] Fee paid previously with preliminary materials.

[ ] Check box if any part of the fee is offset as provided by
Exchange Act Rule 0-11(a)(2) and identify the filing for
which the offsetting fee was paid previously. Identify the
previous filing by registration statement number, or the
Form or Schedule and the date of its filing.

(1) Amount Previously Paid:

.................................................................

(2) Form, Schedule or Registration Statement No.:

.................................................................

(3) Filing Party:

.................................................................

(4) Date Filed:

.................................................................

Notice of Annual Meeting
April 29, 1998
and Proxy Statement [TIGER GRAPHIC]

[LOGO] CORPORATION
5959 Las Colinas Boulevard
Irving, TX 75039-2298

Dear Shareholder:

We invite you to attend our annual meeting of shareholders on April 29, 1998, in
Dallas, Texas. At the meeting, you will hear a report on our operations and have
a chance to meet your directors and executives.

This booklet includes the formal notice of the meeting and the proxy statement.
The proxy statement tells you more about the agenda and procedures for the
meeting. It also describes how the Board operates and gives personal information
about our director candidates.

Our proxy statement has a new look this year. We hope you find it easy to read
and understand.

Even if you only own a few shares, we want your shares to be represented at the
meeting. I urge you to complete, sign, date, and return your proxy card promptly
in the enclosed envelope.

To attend the meeting in person, please follow the instructions on page 1. If
you are not able to attend, look for a report on the meeting in the June issue
of Exxon Perspectives.

Sincerely yours,

/s/ Lee R. Raymond
Lee R. Raymond
Chairman of the Board

March 18, 1998

[LOGO]

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS OF EXXON CORPORATION

Time:
10:00 a.m., Central Time

Date:
April 29, 1998

Place:
Morton H. Meyerson Symphony Center
2301 Flora Street
Dallas, Texas

Purpose:
Elect directors
Ratify appointment of independent accountants
Vote on two shareholder proposals
Conduct other business if properly raised

Only shareholders of record on March 2, 1998 may vote at the
meeting.

Your vote is important. Please complete, sign, date, and return
your proxy card promptly in the enclosed envelope.

/s/ T.P. Townsend

T.P. Townsend
Secretary

March 18, 1998

Exxon Corporation Proxy Statement 1998

Table of Contents page
--------------------------------------------------
General Information .............................1

Election of Directors ...........................2

Director Compensation .........................7

Board Committees ..............................7

Director and Officer Stock Ownership ..........9

BCC Report on Executive Compensation .........10

Executive Compensation Tables ................14

Stock Performance Graphs .....................17

Board of Directors Proposal

Ratification of independent accountants ......17

Shareholder Proposals ..........................18

Additional Information .........................23

Proxy Statement 1998 Exxon Corporation

GENERAL INFORMATION

Who may vote

Shareholders of Exxon, as recorded in our stock register on March 2, 1998, may
vote at the meeting.

How to vote

You may vote in person at the meeting or by proxy. We recommend you vote by
proxy even if you plan to attend the meeting. You can always change your vote at
the meeting.

How proxies work

Exxon's Board of Directors is asking for your proxy. Giving us your proxy means
you authorize us to vote your shares at the meeting in the manner you direct.
You may vote for all, some, or none of our director candidates. You may also
vote for or against the other proposals or abstain from voting.

If you sign and return the enclosed proxy card but do not specify how to vote,
we will vote your shares in favor of our director candidates; in favor of the
management proposal; and against the shareholder proposals.

You may receive more than one proxy or voting card depending on how you hold
your shares. Shares registered in your name and shares held in your Shareholder
Investment Program (SIP) account are covered by one card. Exxon employees
receive a separate card for any shares they hold in the company's Thrift Plan.
And if you hold shares through someone else, such as a stockbroker, you may get
material from them asking how you want to vote.

Revoking a proxy

You may revoke your proxy before it is voted by submitting a new proxy with a
later date; by voting in person at the meeting; or by notifying Exxon's
Secretary in writing at the address under "Questions?" on page 23.

Confidential voting

Independent inspectors count the votes. Your individual vote is kept
confidential from us unless special circumstances exist. For example, a copy of
your proxy card will be sent to us if you write comments on the card.

Quorum

In order to carry on the business of the meeting, we must have a quorum. This
means at least a majority of the outstanding shares eligible to vote must be
represented at the meeting, either by proxy or in person. Shares owned by Exxon
are not voted and do not count for this purpose.

Votes needed

The director candidates receiving the most votes will be elected to fill the
seats on the Board. Approval of the other proposals requires the favorable vote
of a majority of the votes cast. Only votes for or against a proposal count.
Abstentions and broker non-votes count for quorum purposes but not for voting
purposes. Broker non-votes occur when a broker returns a proxy but does not have
authority to vote on a particular proposal.

Attending in person

Only shareholders, their proxy holders, and Exxon's guests may attend the
meeting.

For registered shareholders, an admission ticket is enclosed with your proxy
card. Please bring the admission ticket with you to the meeting.

If you hold your shares through someone else, such as a stockbroker, send proof
of your ownership to the Secretary at the address under "Questions?" on page 23,
and we will send you an admission ticket. Or, you may bring proof of ownership
with you to the meeting. Acceptable proof could include an account statement
showing that you owned Exxon shares on March 2.

Exxon Corporation Proxy Statement 1998

ELECTION OF DIRECTORS
(Item 1 on the proxy card)

The Board has nominated the director candidates named below.

The Board of Directors oversees the management of the company on your behalf.
The Board reviews Exxon's long-term strategic plans and exercises direct
decision-making authority in key areas, such as declaring dividends. Just as
important, the Board chooses the CEO, sets the scope of his authority to manage
the company's business day to day, and evaluates his performance. The Board also
reviews development and succession plans for Exxon's top executives.

Most Exxon directors -- including nine of our thirteen nominees -- are not Exxon
employees. Only nonemployee directors serve on Exxon's Audit, Board
Compensation, and Board Affairs committees.

All Exxon directors are elected for one-year terms. Nonemployee directors may
not stand for election after age 70. Employee directors usually leave the Board
when they retire from Exxon.

Personal information on each of our nominees is given below. All our nominees
currently serve as Exxon directors except for Mr. Shipley. Each current director
was elected by shareholders at the last annual meeting except for Dr. King and
Mr. Dahan. Dr. King was elected by the Board in June 1997, and Mr. Dahan was
elected by the Board in January 1998.

The Board met 10 times last year. On average, Exxon's directors attended 96% of
Board and committee meetings.

If a director nominee becomes unavailable before the election, your proxy card
authorizes us to vote for a replacement nominee if the Board names one.

The Board recommends you vote FOR each of the following candidates:

- --------------------------------------------------------------------------------

Michael J. Boskin T. M. Friedman Professor of Economics, and Senior
[PHOTO] Fellow, Hoover Institution, Stanford University.
Age 52 Holds bachelor's, master's, and Ph.D. degrees in
Director since 1996 economics. Joined Stanford University in 1970.
Adjunct Scholar, American Enterprise Institute;
Research Associate, National Bureau of Economic
Research. Director, AirTouch Communications, Inc.;
First Health Group Corporation; Oracle
Corporation. Chairman, Congressional Advisory
Commission on the Consumer Price Index; Council of
Economic Advisors, 1989-93. Member, Advisory
Committee of the Joint Committee on Taxation of
the U.S. Congress; Panel of Advisors to the
Congressional Budget Office; Economic Advisory
Council to the Governor of California; Los Angeles
Times Board of Advisors. Dr. Boskin is the
recipient of numerous professional awards.

Proxy Statement 1998 Exxon Corporation

D. Wayne Calloway Retired Chairman of the Board and Chief Executive
[PHOTO] Officer, PepsiCo, Inc. Holds bachelor of business
Age 62 administration degree. Joined PepsiCo, Inc.
Director since 1988 (beverages, snack foods, and restaurants) in 1967.
Held a variety of management positions, including
President, Chief Operating Officer, Chairman of
the Board and Chief Executive Officer, Frito-Lay,
Inc. Elected Chairman of the Board and Chief
Executive Officer of PepsiCo, Inc. in 1986.
Retired in 1996. Director, Citicorp; General
Electric Company; PepsiCo, Inc. Member, The
Business Council. Chairman, Board of Trustees,
Wake Forest University.
- --------------------------------------------------------------------------------
Rene Dahan Senior Vice President. Holds a degree in nautical
[PHOTO] science. Principal responsibilities include
Age 56 Exxon's worldwide refining, marketing, and
Director since 1998 transportation activities; middle east operations;
Exxon Chemical Company; Exxon Research and
Engineering Company; environment and safety;
medicine and occupational health. Since joining
the Exxon organization in 1963, Mr. Dahan has held
a variety of management positions in domestic and
foreign operations, including President and Chief
Executive Officer of our Benelux affiliate;
President, Exxon Company, International. Elected
Senior Vice President of Exxon in 1995 and
Director in 1998. Member, International Advisory
Board of Instituto de Empresa; Board of Directors,
Junior Achievement International.
- --------------------------------------------------------------------------------
Jess Hay Chairman, Texas Foundation for Higher Education;
[PHOTO] HCB Enterprises Inc (private investment firm).
Age 67 Holds bachelor of business administration and law
Director since 1981 degrees. Prior to his retirement in December 1994,
Mr. Hay served for 29 years as Chief Executive
Officer of The Lomas Financial Group, a
diversified financial services group of companies
engaged principally in mortgage banking and real
estate lending. Practiced law in Dallas, Texas
prior to joining Lomas in 1965. Director, The Viad
Corporation; SBC Communications Inc.; Trinity
Industries, Inc. Member of the Board, Greater
Dallas Planning Council; Southwestern Medical
Foundation; Texas Research League; Zale-Lipshy
Hospital of Dallas; World War II Memorial Advisory
Board; State Fair of Texas. Member, American,
Dallas, and Texas Bar Associations.

Exxon Corporation Proxy Statement 1998

James R. Houghton Retired Chairman of the Board and Chief Executive
[PHOTO] Officer, Corning Incorporated. Holds bachelor of
Age 62 arts and master of business administration
Director since 1994 degrees. Joined Corning Incorporated (specialty
glass and ceramic materials, communications, and
consumer products) in 1962. Held a variety of
management positions, including Vice President and
European Area Manager, Corning Glass
International, S.A. Elected Chairman of the Board
and Chief Executive Officer of Corning
Incorporated in 1983. Retired in 1996. Director,
Corning Incorporated; J.P. Morgan & Co.
Incorporated; Metropolitan Life Insurance Company.
Trustee, Corning Museum of Glass; The Metropolitan
Museum of Art; The Pierpont Morgan Library.
Member, The Business Council; Council on Foreign
Relations; Harvard Corporation.
- --------------------------------------------------------------------------------
William R. Howell Chairman Emeritus, J.C. Penney Company, Inc.
[PHOTO] Holds bachelor of business administration degree.
Age 62 Joined J.C. Penney Company, Inc. (department
Director since 1982 stores and catalog chain) in 1958. Held a variety
of management positions. Elected Chairman of the
Board and Chief Executive Officer in 1983.
Relinquished Chief Executive Officer position in
1995 and retired as Chairman of the Board in 1997.
Director, Bankers Trust New York Corporation and
Bankers Trust Company; Central and South West
Corporation; Halliburton Co.; Warner-Lambert
Company; The Williams Companies; Dallas Citizens
Council; National Organization on Disability;
National Retail Federation. Chairman, Board of
Trustees, Southern Methodist University.
- --------------------------------------------------------------------------------
Reatha Clark King President and Executive Director, General Mills
[PHOTO] Foundation; Vice President, General Mills, Inc.
Age 60 (manufacture and marketing of consumer food
Director since 1997 products). Holds bachelor of science degree in
chemistry and mathematics, master of science
degree in chemistry, master of business
administration degree in finance and management,
and Ph.D. degree in thermochemistry. Prior to
joining the General Mills Foundation in 1988, Dr.
King held a variety of scientific and educational
positions, including Research Chemist, National
Bureau of Standards; Chemistry Professor,
Associate Dean for Division of Natural Science &
Mathematics, and Associate Dean for Academic
Affairs, York College, City University of New
York; President, Metropolitan State University.
Director, H.B. Fuller Company; Norwest
Corporation. Trustee, H.B. Fuller Foundation;
Minnesota Mutual Life Insurance Company;
University of Chicago. Dr. King is the recipient
of numerous awards, including 12 honorary
doctorate degrees.

Proxy Statement 1998 Exxon Corporation

Philip E. Lippincott Retired Chairman and Chief Executive Officer,
[PHOTO] Scott Paper Company. Holds bachelor of arts degree
Age 62 and master of business administration degree in
Director since 1986 food distribution. Joined Scott Paper Company
(sanitary paper, printing and publishing papers,
and forestry operations) in 1959. Held a variety
of management positions. Elected Chief Executive
Officer in 1982 and Chairman in 1983. Retired in
1994. Director, Campbell Soup Company. Chairman of
the Board and Director, Fox Chase Cancer Center.
Trustee, The Penn Mutual Life Insurance Company.
Board of Overseers, The Huntsman Center for
Competition and Innovation, The Wharton School,
University of Pennsylvania. Member, The Business
Council.
- --------------------------------------------------------------------------------
Harry J. Longwell Senior Vice President. Holds bachelor's degree in
[PHOTO] petroleum engineering. Principal responsibilities
Age 56 include Exxon's oil, gas, coal and minerals
Director since 1995 exploration and production activities; venture
operations in the Commonwealth of Independent
States and China; Exxon Coal and Minerals Company;
Exxon Exploration Company; Exxon Production
Research Company; human resources. Since joining
the Exxon organization in 1963, Mr. Longwell has
held a variety of management positions in domestic
and foreign operations, including Vice
President-Production and President, Exxon Company,
U.S.A.; Vice President, Esso Europe Inc.; Vice
President-Exploration and Production, Senior Vice
President-Exploration, Production, and Gas, and
Executive Vice President, Exxon Company,
International. Elected Senior Vice President and
Director of Exxon in 1995. Director, U.S.-China
Business Council; Louisiana State University
Foundation; United Way of Dallas. Member, Advisory
Board, Dallas Habitat for Humanity; Board of
Visitors, University of Texas, M.D. Anderson
Cancer Center; American Petroleum Institute;
Society of Petroleum Engineers.
- --------------------------------------------------------------------------------
Marilyn Carlson Nelson Vice Chair and Chief Operating Officer, Carlson
[PHOTO] Companies, Inc.; Co-Chair, Carlson Wagonlit
Age 58 Travel. Holds bachelor's degree in international
Director since 1991 economics. Since joining Carlson Companies, Inc.
(travel, hotels, restaurants, and marketing
services) in 1989, Mrs. Nelson has held a number
of management positions, including Director,
Senior Vice President, and Vice Chair, Carlson
Holdings, Inc. Director, Carlson Companies, Inc.;
U.S. West Inc. Member, Center for International
Leadership; Committee of 200; International
Advisory Council; United States National Tourism
Organization; World Travel and Tourism Council.
Mrs. Nelson is the recipient of numerous awards,
including two honorary doctorate degrees.

Exxon Corporation Proxy Statement 1998

Lee R. Raymond Chairman of the Board and Chief Executive Officer.
[PHOTO] Holds bachelor's and Ph.D. degrees in chemical
Age 59 engineering. Since joining the Exxon organization
Director since 1984 in 1963, Mr. Raymond held a variety of management
positions in domestic and foreign operations,
including Exxon Company, U.S.A.; Creole Petroleum
Corporation; Exxon International Company; Exxon
Enterprises; Esso Inter-America Inc. Elected
Senior Vice President and Director of Exxon in
1984, President in 1987, Chairman and Chief
Executive Officer in 1993, and added title of
President in 1996. Director, J.P. Morgan & Co.
Incorporated; Morgan Guaranty Trust Company of New
York; American Petroleum Institute; United Negro
College Fund. Trustee, Southern Methodist
University; Wisconsin Alumni Research Foundation.
Member, The Business Council; The Business
Roundtable; Council on Foreign Relations;
Emergency Committee for American Trade; National
Petroleum Council; Singapore-U.S. Business
Council; Trilateral Commission; University of
Wisconsin Foundation.
- --------------------------------------------------------------------------------
Walter V. Shipley Chairman of the Board and Chief Executive Officer,
[PHOTO] The Chase Manhattan Corporation and The Chase
Age 62 Manhattan Bank (banking and finance). Holds
bachelor of science degree. Joined Chemical Bank
in 1956. Held a variety of management positions,
including Chairman of the Board and Chief
Executive Officer. [In 1996, Chemical Banking
Corporation and The Chase Manhattan Corporation
merged.] Director, Bell Atlantic Corporation;
Champion International Corporation; Federal
Reserve Bank of New York; Lincoln Center for the
Performing Arts, Inc.; New York City Partnership
and Chamber of Commerce; United Way of Tri-State;
United Cerebral Palsy Research and Educational
Foundation, Inc. President and Director, Goodwill
Industries of Greater New York, Inc. Member, The
Bankers Roundtable; The Business Council; The
Business Roundtable; U.S.-Japan Business Council,
Inc. Board of Trustees, American Museum of Natural
History.

Proxy Statement 1998 Exxon Corporation

Robert E. Wilhelm Senior Vice President. Holds bachelor of science
[PHOTO] and master of business administration degrees.
Age 57 Principal responsibilities include Exxon Company,
Director since 1992 U.S.A.; Imperial Oil Limited; accounting and
financial control; corporate planning; public
affairs; treasurer's. Since joining the Exxon
organization in 1963, Mr. Wilhelm has held a
variety of management positions in domestic and
foreign operations, including Vice
President-Petroleum Products, Esso Europe Inc.;
President, Esso Inter-America Inc.; Executive Vice
President, Exxon Company, International. Elected
Senior Vice President of Exxon in 1990 and
Director in 1992. Vice Chairman, Council of the
Americas. Board of Governors, Foreign Policy
Association. Member, Coal Industry Advisory Board
of the International Energy Agency; Council on
Foreign Relations; Massachusetts Institute of
Technology Corporation. Vice President, Circle 10
Council, Boy Scouts of America. Trustee, Greenhill
School, Dallas, Texas.
- --------------------------------------------------------------------------------

DIRECTOR COMPENSATION

Exxon employees receive no extra pay for serving as directors. Nonemployee
directors receive a base fee of $40,000 a year; $1,500 per Board and committee
meeting attended; and reimbursement of meeting expenses. Except for the
Executive Committee, nonemployee directors also receive $3,000 per committee
membership and $5,000 per committee chairmanship.

We also pay a portion of director compensation in stock. Each nonemployee
director receives 4,000 shares of restricted stock when first elected to the
Board and, if the director remains in office, an additional 600 restricted
shares each following year. While on the Board, the nonemployee director
receives the same cash dividends on restricted shares as a holder of regular
common stock, but the director is not allowed to sell the shares.

BOARD COMMITTEES

The Board appoints committees to help carry out its duties. In particular, Board
committees work on key issues in greater detail than would be possible at full
Board meetings. Each committee reviews the results of its meetings with the full
Board.

The Audit Committee is responsible for accounting and internal control matters.
Subject to shareholder approval, the committee chooses the independent public
accountants to audit Exxon's financial statements. The committee consults with
the independent accountants and reviews their audit and other work. The
committee also consults with Exxon's Controller and General Auditor and reviews
Exxon's internal controls and compliance with policies. In addition to its
regular activities, the committee is available to meet on call of the
independent accountants, Controller, or General Auditor whenever a special
situation arises.

Exxon Corporation Proxy Statement 1998

Committee members: Dr. King; Mrs. Nelson; Messrs. Calloway (Chairman), Houghton,
and Howell.

Meetings last year: three

The Board Advisory Committee on Contributions reviews the level of Exxon's
support for education and other public service programs, including the company's
contributions to the Exxon Education Foundation. The Foundation works to improve
the quality of education in America at all levels, with special emphasis on math
and science.

Committee members: Mrs. Nelson; Messrs. Hay (Chairman), Lippincott, Longwell,
and Wilhelm.

Meetings last year: two

The Board Affairs Committee recommends director candidates; reviews nonemployee
director compensation; and reviews other corporate governance practices. The
committee will consider your suggestions for possible director candidates if you
submit the name and biographical information in writing to Exxon's Secretary at
the address under "Questions?" on page 23. On request, the Secretary will also
provide a description of the qualifications we look for in director candidates.

Committee members: Mrs. Nelson (Chairman); Messrs. Hay and Howell.

Meetings last year: four

The Board Compensation Committee or BCC oversees compensation for Exxon's senior
executives, including salary, bonus, and incentive awards. The committee also
reviews succession plans for key executive positions. The committee's report on
executive compensation starts on page 10.

Committee members: Dr. Boskin; Messrs. Howell (Chairman), Lippincott (Vice
Chairman), Calloway, and Hay.

Meetings last year: eight

The Finance Committee reviews Exxon's financial policies and strategies,
including our capital structure, and authorizes corporate debt within limits set
by the Board.

Committee members: Dr. Boskin; Messrs. Raymond (Chairman), Calloway, and
Houghton.

Meetings last year: four

The Public Issues Committee reviews Exxon's policies and practices on relevant
public issues, including their effects on the environment, safety, and health.
The committee hears reports from operating units on environmental and safety
activities. The committee also visits operating sites to observe and comment on
current practices, including spill and hazard prevention.

Committee members: Dr. Boskin; Dr. King; Messrs. Lippincott (Chairman),
Houghton, Longwell, and Wilhelm.

Meetings last year: three

The Executive Committee has broad power to act on behalf of the Board. In
practice, the committee only meets when it is impractical to call a meeting of
the full Board.

Regular committee members: Messrs. Raymond (Chairman), Calloway, Hay, Howell,
and Lippincott. Other directors serve as alternate members on a rotational
basis.

Meetings last year: none

Proxy Statement 1998 Exxon Corporation

DIRECTOR AND OFFICER STOCK OWNERSHIP

These tables show how much Exxon common stock each executive named in the
Summary Compensation Table on page 14 and each nonemployee director and nominee
owned on February 12, 1998. None of these individuals owns more than 0.13
percent of the outstanding shares.

Shares Covered by
Named Executive Officer Shares Owned Exercisable Options
- --------------------------------------------------------------------------------
Lee R. Raymond ............................. 348,705(1) 2,628,212
Rene Dahan ................................. 74,805(2) 653,550
Harry J. Longwell .......................... 148,933(3) 924,232
Robert E. Wilhelm .......................... 182,424(4) 1,036,658
Ray B. Nesbitt ............................. 102,275 480,000

(1) Includes 1,200 shares covered by power of attorney for parent
(2) Includes 37,032 shares owned jointly with spouse
(3) Includes 46 shares owned by spouse
(4) Includes 3,070 shares owned jointly with spouse and 8,362 shares in trust
for children

Nonemployee Director/Nominee Shares Owned
- --------------------------------------------------------------------------------
Michael J. Boskin ................................................. 5,200
D. Wayne Calloway ................................................. 10,000
Jess Hay .......................................................... 21,000(1)
James R. Houghton ................................................. 8,200(2)
William R. Howell ................................................. 8,400(3)
Reatha Clark King ................................................. 4,750
Philip E. Lippincott .............................................. 10,000
Marilyn Carlson Nelson ............................................ 16,200(4)
Walter V. Shipley ................................................. 1,000

The nonemployee directors are not granted Exxon stock options.

(1) Includes 12,400 shares in a defined benefit plan
(2) Includes 1,200 shares owned by spouse
(3) Includes 2,700 shares held as constructive trustee for former spouse
(4) Includes 9,000 shares in trust

On February 12, 1998, Exxon's directors and executive officers (22 people)
together owned 1,644,501 shares of Exxon stock and 8,797,606 shares covered by
exercisable options, representing about 0.43 percent of the outstanding shares.

The trustee of Exxon's Thrift Plan holds and votes all the outstanding shares of
Exxon's Class A Preferred Stock. See page 23 for more details. The trustee is a
committee of five Exxon executives, none of whom is a director or nominee.

Exxon Corporation Proxy Statement 1998

BCC REPORT ON EXECUTIVE COMPENSATION

Overview

Exxon's executive compensation program is designed to motivate, reward, and
retain the management talent our company needs to achieve its business goals and
maintain its leadership in the petroleum industry. Our program makes a
significant portion of senior executives' potential compensation dependent upon
increased shareholder value.

Exxon's success depends on retaining and motivating executives who have
developed the skills and expertise required to lead a global organization. We do
this with:

Competitive base salaries in keeping with a philosophy of career continuity
Rewards for exceptional performance and accomplishments
Incentives to meet short-term and long-term objectives

The nature of the petroleum business requires long-term and capital-intensive
investments. These investments often take years to generate a return to
shareholders. Accordingly, we grant incentive awards with a view toward
long-term corporate performance. These awards may not fluctuate as much as
year-to-year financial results.

Exxon pays for performance based on an individual's level of responsibility. For
this purpose, performance means both individual and corporate performance. We
motivate performance by recognizing the past year's results and by providing
incentives for further improvement in the future.

Individual performance includes the ability to put Exxon's business plans into
effect and to react to unanticipated events. We base compensation decisions for
all executives, including the Chief Executive Officer (CEO) and the other
executives named in the Summary Compensation Table on page 14, on these
criteria.

The three major components of Exxon's compensation program are base salary,
short term incentive awards, and long term incentive awards.

Base Salary

In keeping with the long-term and highly technical nature of Exxon's business,
we take a long-term approach to management development. This career-oriented
philosophy requires a competitive base salary.

Each year, we adjust Exxon's salary structure based on competitive positioning
(comparing Exxon's salary structure with salaries paid by other companies);
Exxon's own business performance; and general economic factors. Specific weights
are not given to these factors, but competitive positioning is the most
important factor. Business and other economic factors, such as net income and
estimates of inflation, are secondary considerations.

We use a number of surveys to determine Exxon's competitive salary position.
Primarily, we compare our salary structure with the U.S.-based oil companies in
the industry group used for comparing stock performance on page 17. We do not
consider salary data from the foreign-based oil companies in that group. Their
executive compensation structures are not considered comparable.

Exxon's business, and the competition for executives, extend beyond the oil
industry. Therefore, we also compare salary structure with other major
U.S.-based corporations.

Proxy Statement 1998 Exxon Corporation

Exxon is larger and more diverse than the other surveyed companies. Therefore,
Exxon targets its salary ranges between the median and high end of the survey
data. Within these ranges, we determine individual executive salaries based on
individual performance, level of responsibility, and experience. The BCC
recommends the CEO's salary to the Board of Directors, sets the salaries for
Exxon's other elected officers, and reviews the salaries of other senior
executives.

Within the competitive salary framework described above, the BCC determines the
CEO's salary by judging the CEO's individual contributions to Exxon's business,
level of responsibility, and career experience. The Committee does not use
particular formulas or measures, but recognizes Exxon's size and complexity. The
BCC does not give specific weights to the factors considered, but the primary
factor is the CEO's individual contributions to the business. Mr. Raymond's
salary reflects his strong leadership and significant individual contributions
to Exxon's business.

Short Term Incentive Awards

Short term incentive awards consist of cash bonuses and Earnings Bonus Units
(EBUs). See page 16 for a description of the terms of EBUs. We grant short term
awards to executives to reward their contributions to the business during the
past year. We also grant EBUs as incentives for strong, mid-term corporate
performance. EBUs help stress that decisions and contributions in any one year
affect future years. In 1997, approximately one half of executive bonuses was in
the form of EBUs. The cumulative earnings required for maximum payout of each
EBU granted this year was increased from last year.

Each year, the BCC establishes a ceiling for cash bonuses and EBUs. The ceiling
for 1997 was $66 million. Almost all of that amount was granted in awards to
approximately 1,000 employees. The ceiling is based on Exxon's business
performance, progress toward long-term goals, and competitive position. No
particular formula is used. Some of the measures of performance considered by
the BCC include net income, earnings per share, return on capital employed,
return on equity, and dividends. The BCC does not give specific weights to these
measures. The 1997 ceiling was higher than the 1996 ceiling based on several
factors: Exxon's third consecutive year of record earnings and overall business
performance; continued strengthening of its worldwide competitive position; and
progress toward long-range strategic goals.

The bonus an executive receives depends on the executive's individual
performance and level of responsibility. Each year, we assess relative
performance based on factors including initiative, business judgment, technical
expertise, and management skills.

Mr. Raymond's 1997 award reflects his level of responsibility, his leadership,
and his experience which significantly contributed to Exxon's third consecutive
year of record earnings and the continued strengthening of its worldwide
competitive position. This determination was based on the BCC's judgment
regarding Mr. Raymond's overall contribution as CEO. The BCC does not think
narrow quantitative measures or formulas are sufficient for this purpose. The
Committee believes the combination of Mr. Raymond's base salary and short term
awards is appropriate compared to CEOs of Exxon's competitors, taking into
account the size, complexity, and business results of those companies compared
to Exxon.

Exxon Corporation Proxy Statement 1998

Long Term Incentive Awards

Long term incentive awards are intended to develop and retain strong management
through share ownership and incentive awards that recognize future performance.
Stock options were the primary long term incentive granted to executive officers
and over 3,200 other key employees in 1997. The BCC believes that a significant
portion of senior executives' compensation should depend on value created for
the shareholders. Options are an excellent way to accomplish this because they
tie the executives' interests directly to the shareholders' interests. See page
15 for a description of the terms of options.

The number of options granted to executive officers is based on individual
performance and level of responsibility. For this purpose, the Committee
measures performance in the same way as described above for short term awards.
Option grants must be sufficient in size to provide a strong incentive for
executives to work for long-term business interests and become significant
owners of the business. The number of options held by an executive is not a
factor in determining subsequent grants. Granting options on that basis could
create an incentive for executives to exercise options and sell their shares.

Last year the BCC granted Career Shares to a limited number of senior
executives. Career Shares are shares of Exxon Common Stock that normally may not
be sold until after an executive reaches normal retirement age. The shares may
be forfeited if an executive leaves before that time. Given the size,
complexity, and global scope of Exxon's business, it is essential to retain an
experienced senior management team. Career Shares help Exxon retain key
strategic and operating executives for the long term. These awards also provide
an additional incentive for superior long-term corporate performance. The number
of Career Shares granted to senior executives also reflects the increased
responsibility and complexity of senior positions.

The Committee bases individual Career Share grants on the executive's personal
contribution and level of responsibility. The number of shares held by an
executive is not a factor in determining individual grants since Career Shares
are primarily designed to promote long-term retention.

Mr. Raymond's long term incentive awards reflect his level of responsibility,
his leadership, and the BCC's judgment of his overall contribution as CEO. In
making this determination, the BCC considered the complex, highly technical, and
long-term nature of Exxon's business. As with short term awards, the Committee
does not think narrow quantitative measures or formulas are sufficient for this
purpose.

The BCC substantially increased Mr. Raymond's Career Share award this year. The
award recognizes his outstanding contributions to Exxon's exceptional
performance as reflected by three years of record earnings, continued
strengthening of the Corporation's worldwide competitive position, and its
progress toward long-range strategic goals. The restrictions on the award are
designed to retain his leadership for the remainder of his career.

U.S. Income Tax Limits on Deductibility

U.S. income tax law limits the amount Exxon can deduct for compensation paid to
the CEO and the other four most highly paid executives. Performance-based
compensation that meets IRS requirements is not subject to this limit. The short
term awards and stock option grants described

Proxy Statement 1998 Exxon Corporation

above are designed to meet these requirements so that Exxon can continue to
deduct the related expenses. Specifically, the shareholders last year approved
broad performance measures for short term awards to the top executives. The
shareholders also set annual limits on short term awards to these executives
(0.2% of operating net income) and on individual option grants (0.2% of
outstanding shares at year-end 1996, adjusted for stock splits). These are not
targets, only maximums established for deductibility purposes. Actual award
levels have been significantly less based on the factors and judgments described
in the preceding sections of this report.

Summary

The BCC is made up of nonemployee directors who do not participate in any of the
compensation plans they administer. The BCC approves or endorses all the
programs that involve compensation paid or awarded to senior executives.

The BCC is responsible for seeing that Exxon's compensation program serves the
best interest of its shareholders. To help meet this responsibility, the BCC is
guided by an independent analysis of the competitiveness of Exxon's executive
compensation. This analysis is prepared each year by a leading public accounting
firm. The BCC also considers the results of the salary surveys described above.

In the opinion of the Committee, Exxon has an appropriate and competitive
compensation program. The combination of sound base salary, competitive short
term bonuses, and emphasis on long term incentives provides a balanced and
stable foundation for effective executive leadership.

William R. Howell, Chairman
Philip E. Lippincott, Vice Chairman
Michael J. Boskin
D. Wayne Calloway
Jess Hay

Exxon Corporation Proxy Statement 1998

EXECUTIVE COMPENSATION TABLES

These tables show the compensation of Exxon's Chairman and the four other most
highly paid executives. Share data reflect the two-for-one stock split in March
1997. See the BCC report beginning on page 10 for an explanation of our
compensation philosophy.

Summary Compensation Table
<TABLE>
<CAPTION>

Annual Compensation Long Term Compensation
--------------------------------------------------------------------------------
Awards Payouts
------------------------- -------
Other Annual Restricted LTIP All Other
Name and Salary Bonus Compensation Stock Options Payouts Compensation
Principal Position Year ($) ($) ($) Award(s)($)(a) (#) ($)(b) ($)(c)
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C> <C> <C>
L. R. Raymond 1997 1,750,000 1,500,000 26,472 6,087,500 425,000 850,000 105,000
Chairman and CEO 1996 1,550,000 1,250,000 19,977 943,125 450,000 525,000 93,000
1995 1,400,000 1,000,000 93,486 775,000 450,000 798,000 102,816

R. Dahan 1997 780,001 500,000 4,488 608,750 200,000 297,500 60,173
Senior Vice President 1996 685,000 385,000 3,590 330,094 220,000 150,000 53,019
and Director 1995 570,000 300,000 7,620 271,250 180,000 219,000 41,906

H. J. Longwell 1997 780,001 500,000 5,725 608,750 200,000 297,500 60,173
Senior Vice President 1996 685,000 385,000 6,129 330,094 220,000 150,000 53,019
and Director 1995 610,000 300,000 49,316 271,250 180,000 225,000 44,746

R. E. Wilhelm 1997 807,001 500,000 7,192 608,750 200,000 348,500 62,174
Senior Vice President 1996 745,000 415,000 6,461 330,094 220,000 210,000 57,497
and Director 1995 705,000 350,000 6,811 271,250 220,000 357,000 52,116

R. B. Nesbitt 1997 648,000 300,000 8,411 -0- 130,000 217,600 55,820
Vice President; President, 1996 595,000 265,000 10,170 235,781 140,000 132,000 51,366
Exxon Chemical Company 1995 560,000 220,000 8,208 193,750 120,000 219,000 46,276
</TABLE>

(a) Number of restricted shares times the market price of Exxon stock on the day
of grant. As of December 31, 1997, the total number and value of restricted
shares held by these executives were: Mr. Raymond: 180,000 shares
($11,025,000); Mr. Dahan: 36,000 shares ($2,205,000); Mr. Longwell: 36,000
shares ($2,205,000); Mr. Wilhelm: 38,000 shares ($2,327,500); and Mr.
Nesbitt: 18,000 shares ($1,102,500). The values given do not reflect the
fact that the shares are restricted. The executives receive the same cash
dividends on restricted shares as holders of regular common stock, but
cannot sell the shares during the restricted period. See page 12 for more
information on these shares, which we call Career Shares.

(b) Settlements of Earnings Bonus Units. See page 16 for more details.

(c) 1997 values represent matching credits under Exxon's thrift plans (Mr.
Raymond: $105,000; Mr. Dahan: $48,379; Mr. Longwell: $48,379; Mr. Wilhelm:
$49,972; and Mr. Nesbitt: $40,424) and costs of supplemental life insurance
(Mr. Dahan: $11,794; Mr. Longwell: $11,794; Mr. Wilhelm: $12,202; and Mr.
Nesbitt: $15,396).

Proxy Statement 1998 Exxon Corporation

Option Grants in Last Fiscal Year
<TABLE>
<CAPTION>
Potential Realizable Value at
Assumed Annual Rates of Stock
Individual Grants (a) Price Appreciation for Option Term (b)
---------------------------------------------------------------------------------------
Number of % of Total
Securities Options If Stock At If Stock At
Underlying Granted to Exercise $100.02 $159.27
Options Employees or Base ----------- ------------
Granted in Fiscal Price Expiration 5% 10%
Name (#) Year ($/Sh) Date ($) ($)
- --------------------------------------------------------------------------------------------------------------
All Shareholders' N/A N/A N/A N/A 94.7 billion 239.9 billion
Stock Appreciation
- --------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
L. R. Raymond 425,000 3.9% 61.41 11/25/07 16,412,676 41,592,943

R. Dahan 200,000 1.8% 61.41 11/25/07 7,723,612 19,573,150

H. J. Longwell 200,000 1.8% 61.41 11/25/07 7,723,612 19,573,150

R. E. Wilhelm 200,000 1.8% 61.41 11/25/07 7,723,612 19,573,150

R. B. Nesbitt 130,000 1.2% 61.41 11/25/07 5,020,348 12,722,547
</TABLE>

(a) The exercise price of options is the market price of Exxon stock on the
grant date. Options granted to senior executives become exercisable after
one year of continuous employment or on death. The maximum option term is 10
years after grant or five years after death, if earlier. Options may be
forfeited in cases of detrimental activity or early termination of
employment. We did not grant any stock appreciation rights to senior
executives last year.

(b) These columns show the gains option holders and all shareholders could
realize if Exxon stock appreciates at a 5% or 10% rate. These growth rates
are arbitrary assumptions specified by the SEC, not Exxon's predictions.

Aggregated Option/SAR Exercises in Last Fiscal Year and FY-End Option/SAR Values

<TABLE>
<CAPTION>
Number of Number of Securities Value of Unexercised,
Shares Underlying Unexercised In-The-Money Options/SARs
Underlying Value Options/SARs at FY-End (#) at FY-End ($)*
Options/SARs Realized -------------------------------------------------------------
Name Exercised (#) ($) Exercisable Unexercisable Exercisable Unexercisable
- --------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C> <C>
L. R. Raymond 360,670 12,335,407 2,628,212 425,000 70,738,944 -0-

R. Dahan 96,658 2,399,369 653,550 200,000 14,722,992 -0-

H. J. Longwell 50,418 1,593,976 924,232 200,000 23,570,167 -0-

R. E. Wilhelm 102,770 3,138,632 1,213,230 200,000 31,837,732 -0-

R. B. Nesbitt 146,000 3,756,038 480,000 130,000 11,311,251 -0-
</TABLE>

* The difference between the option exercise price and the market price of Exxon
stock at year-end. The actual gain, if any, an executive realizes will depend
on the market price of Exxon stock at the time of exercise. "In-the-money"
means the market price of the stock is greater than the exercise price of the
option on the date specified.

Exxon Corporation Proxy Statement 1998

Long Term Incentive Plans - Awards in Last Fiscal Year

<TABLE>
<CAPTION>
Performance or Estimated Future Payouts Under
Number of Other Period Until Non-Stock Price-Based Plans
Shares, Units, or Maturation or -------------------------------
Name Other Rights* Payout Maximum ($)
- ----------------------------------------------------------------------------------------------------
<S> <C> <C> <C>
L. R. Raymond 325,000 5 years maximum 1,462,500

R. Dahan 100,000 5 years maximum 450,000

H. J. Longwell 100,000 5 years maximum 450,000

R. E. Wilhelm 100,000 5 years maximum 450,000

R. B. Nesbitt 70,000 5 years maximum 315,000
</TABLE>

* These are Earnings Bonus Units or EBUs. Each EBU entitles the executive to
receive an amount equal to Exxon's cumulative net income per common share
announced each quarter beginning after the grant. Payout occurs on the fifth
anniversary of grant or when the maximum settlement value of $4.50 per unit is
reached, if earlier. SEC rules classify EBUs as long term incentives, but
because of the nature of Exxon's business we view EBUs as short term awards.
See page 11 for more details.

Pension Plan Table
<TABLE>
<CAPTION>
Years of Service
-----------------------------------------------------------
Remuneration* 30 35 40 45
- ---------------------------------------------------------------------------
<S> <C> <C> <C> <C>
$1,000,000 $ 480,000 $ 560,000 $ 640,000 $ 720,000
1,500,000 720,000 840,000 960,000 1,080,000
2,000,000 960,000 1,120,000 1,280,000 1,440,000
2,500,000 1,200,000 1,400,000 1,600,000 1,800,000
3,000,000 1,440,000 1,680,000 1,920,000 2,160,000
3,500,000 1,680,000 1,960,000 2,240,000 2,520,000
4,000,000 1,920,000 2,240,000 2,560,000 2,880,000
4,500,000 2,160,000 2,520,000 2,880,000 3,240,000
5,000,000 2,400,000 2,800,000 3,200,000 3,600,000
</TABLE>

* For plan purposes, this means (1) average annual salary over the highest paid
36-month period during the employee's last 10 years of employment, plus (2)
the average of the three highest cash bonus and EBU awards during the
employee's last five years of employment.

Employees who meet the age, service, and other requirements of Exxon's annuity
plans are eligible for an annuity (or pension) after retirement. The table shows
the approximate yearly annuity that would be paid to an Exxon employee in the
top compensation (salary and bonus) and period of service categories. The
annuity is calculated on a straight life basis with a five year minimum. The
actual annuity would be reduced by a portion of the employee's Social Security
benefits.

For annuity purposes, covered compensation for the executives named in the
Summary Compensation Table on page 14 includes amounts shown in the "Salary" and
"Bonus" columns of that table, plus EBU awards shown in the Long Term Incentive
Plans table above.

At January 31, 1998, the covered compensation and credited years of service for
these executives were:

Mr. Raymond: $4,026,389 (35 years)
Mr. Dahan: $1,458,611 (36 years)
Mr. Longwell: $1,470,278 (35 years)
Mr. Wilhelm: $1,580,472 (37 years)
Mr. Nesbitt: $1,131,644 (44 years)

Proxy Statement 1998 Exxon Corporation

STOCK PERFORMANCE GRAPHS

Annual total returns to Exxon shareholders were 28% in 1997, 26% in 1996, and
38% in 1995. Total returns mean share price increase plus dividends paid, with
dividends reinvested. The graphs below show the relative investment performance
of Exxon stock, the S&P 500, and an industry peer group over the last five- and
10-year periods. The peer group consists of seven other international integrated
oil companies: Amoco, British Petroleum, Chevron, Mobil, Royal Dutch, "Shell"
Transport and Trading, and Texaco.

FIVE-YEAR CUMULATIVE TOTAL RETURNS
Value of $100 Invested at Year-End 1992

[PERFORMANCE GRAPH]
<TABLE>
<CAPTION>
1992 1993 1994 1995 1996 1997
Fiscal Years Ended December 31

<S> <C> <C> <C> <C> <C> <C>
EXXON CORPORATION 100 108 109 150 190 244
S&P 500 100 110 112 153 189 252
INDUSTRY GROUP 100 130 144 190 241 296

</TABLE>

TEN-YEAR CUMULATIVE TOTAL RETURNS
Value of $100 Invested at Year-End 1987

[PERFORMANCE GRAPH]

<TABLE>
<CAPTION>
1987 1988 1989 1990 1991 1992 1993 1994 1995 1996 1997
Fiscal Years Ended December 31
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
EXXON CORPORATION 100 121 145 158 194 204 220 222 307 388 497
S&P 500 100 117 154 149 194 209 230 233 321 394 526
INDUSTRY GROUP 100 112 161 175 187 180 234 259 342 435 534
</TABLE>

BOARD OF DIRECTORS PROPOSAL

Ratification of independent accountants
(Item 2 on the proxy card)

The Audit Committee of the Board has appointed Price Waterhouse LLP (PW) to
audit our financial statements for 1998. We are asking you to ratify that
appointment.

PW has been Exxon's independent accounting firm for many years, and we believe
they are well qualified for the job. A PW representative will be at the annual
meeting to answer appropriate questions and to make a statement if he or she
desires.

The Board recommends you vote FOR this proposal.

Exxon Corporation Proxy Statement 1998

SHAREHOLDER PROPOSALS
(Items 3 and 4 on the proxy card)

We expect the following proposals to be presented by shareholders at the annual
meeting. Following SEC rules, we are reprinting the proposals and supporting
statements as they were submitted to us. We take no responsibility for them. On
request to the address under "Questions?" on page 23, the Secretary will provide
information about the shareholdings of the proposal sponsors.

The Board recommends you vote AGAINST these proposals for the reasons we give
after each one.

Additional reporting of political contributions

This proposal was submitted by Mrs. Evelyn Y. Davis, Watergate Office Building,
2600 Virginia Avenue, N.W., Suite 215, Washington, DC 20037.

"RESOLVED, That the shareholders recommend that the Board direct management that
within five days after approval by the shareholders of this proposal, the
management shall publish in newspapers of general circulation in the cities of
New York, Washington, D.C., Detroit, Chicago, San Francisco, Los Angeles,
Dallas, Houston, and Miami, and in the Wall Street Journal and U.S.A. Today, a
detailed statement of each contribution made by the Company, either directly or
indirectly, within the immediately preceding fiscal year, in respect of a
political campaign, political party, referendum or citizens' initiative, or
attempts to influence legislation, specifying the date and amount of each such
contribution, and the person or organization to whom the contribution was made.
Subsequent to this initial disclosure, the management shall cause like data to
be included in each succeeding report to shareholders. And if no such
disbursements were made, to have that fact publicized in the same manner."

REASONS: "This proposal, if adopted, would require the management to advise the
shareholders how many corporate dollars are being spent for political purposes
and to specify what political causes the management seeks to promote with those
funds. It is therefore no more than a requirement that the shareholders be given
a more detailed accounting of these special purpose expenditures that they now
receive. These political contributions are made with dollars that belong to the
shareholders as a group and they are entitled to know how they are being spent.

Last year the owners of 63,434,778 shares, representing approximately 7.1% of
shares voting, voted FOR this proposal.

If you AGREE, please mark your proxy FOR this proposal."

The Board recommends you vote AGAINST this proposal for the following reasons:

A similar proposal was presented by this same proponent at Exxon's 1975, 1976,
1984, 1996, and 1997 annual meetings, and each time it was rejected by
shareholders owning more than 92 percent of the shares voted.

Exxon Corporation makes limited contributions to political candidates or
political parties, which are fully in keeping with applicable laws. Eligible
management and administrative employees and selected retirees who wish to
participate in the political process are given the opportunity to do so by
contributing to candidates through the Exxon Corporation Political Action
Committee and the Exxon

Proxy Statement 1998 Exxon Corporation

Corporation Political Action Committee of Texas (the "Exxon PACs"). As required
by applicable federal and state election laws, information about political
contributions made by the Corporation and the Exxon PACs is publicly available.

The Corporation legally may, and as a matter of policy does, take positions with
respect to proposed legislation and ballot propositions or referenda which could
affect the business activities of the Corporation and the shareholders'
investment in it. It communicates such positions in a variety of ways, including
testimony before congressional and other legislative committees, articles in
company publications which shareholders receive, and occasionally, special
letters to shareholders. From time to time, subject to strict management review,
the Corporation provides financial support to citizens' groups which are taking
positions for or against ballot propositions or referenda having an important
impact on the Corporation. The Corporation also belongs to various trade and
other associations which take public positions on such matters.

In view of the Corporation's policies and practices in this area, the Board of
Directors believes that this proposal would create an unneccessary expense as
this information is already available from the Corporation.

Additional report on climate change

This proposal was submitted by The Province of St. Joseph of the Capuchin Order,
1015 North Ninth Street, Milwaukee, WI 53233 and three co-proponents.

"WHEREAS, a Business Week article: `Global Warming: Is There Still Room for
Doubt? Sorry, Skeptics. Scientists Say They Have the Smoking Gun' (11/03/97)
stated:
On Oct. 13, the CEO of Exxon Corp., Lee R. Raymond, told the 15th World
Petroleum Congress in Beijing three things: First, the world isn't warming.
Second, even if it were, oil and gas wouldn't be the cause. Third, no one
can predict the likely future temperature rise.

Many others in industry and government are skeptical of the threats
posed by global warming, and they would likely agree with Raymond's
conclusion: `Before we make choices about global climate policies, we need
an open debate on the science, an analysis of the risks, and a careful
consideration of the costs and benefits.'

The call for scientific debate is 10 years too late. The costs of
dealing with global warming are uncertain, but in the past decade global
warming itself has become one of the most exhaustively debated subjects in
science. The result is a solid consensus on the scientific facts. According
to the consensus, Raymond's three assertions are wrong.

The article shows that, in critical areas, Mr. Raymond's contentions contradict
conclusions of the Intergovernmental Panel on Climate Change (IPCC). The IPCC
was established in 1988 by the World Meteorological Organization and the United
Nations Environment Program to assess the science of climate change, determine
its impacts on the environment and society, and formulate strategies to respond.
A key point is the contention that only 4% of carbon dioxide entering the
atmosphere comes from human activity. This led Mr. Raymond to state: `Leaping to
cut this tiny sliver of the

Exxon Corporation Proxy Statement 1998

greenhouse pie... defies common sense.' However, according to BW:

the 30% rise in atmospheric carbon dioxide during the industrial era is due
to human activity and is responsible for the warming so far. In cautious
language generated by extensive discussion, the IPCC produced what
scientists say is the smoking gun: `The balance of evidence suggests a
discernible human influence on global climate.'

- John Browne, Group Chief Executive of British Petroleum America, stated:
`The time to consider the policy dimensions of climate change is... when
the possibility cannot be discounted... We in BP have reached that point.'

- Such an admission from an executive of a major competitor in the fossil
fuel industry -- believed to be a significant contributor to the problem --
invites us to seriously re-examine the issue.

RESOLVED, that shareholders request the Board to create a committee of its
outside directors to independently review (at reasonable cost and omitting
proprietary information) and make available to shareholders by August, 1998 a
full report about the impact of climate change on our company's present policies
and practices. Among issues to be treated we recommend that these include 1) any
anticipated liabilities our company may incur from its possible contribution to
the problem; 2) what the company can do to reduce carbon dioxide emissions from
our fossil fuels.

If you agree, please vote `yes.'"

The Board recommends you vote AGAINST this proposal for the following reasons:

The proposal calls for a new Board committee to study global climate change. The
Board believes such a committee would be an unwarranted duplication of effort
since it is already kept well informed about this issue. The proposal also calls
for a special report despite the extensive, ongoing communications on this
subject Exxon already provides to shareholders, employees, and the public
through publications such as the annual report, The Lamp, Perspectives, and
executive speeches. These and other sources of information are available on
Exxon's Internet site (www.exxon.com).

Even more troubling, however, is the erroneous basis for the proposal. The
proponent cites a Business Week article that misrepresents Exxon Chairman Lee
Raymond's remarks at the World Petroleum Congress in Beijing in October 1997 as
well as the state of scientific understanding. The article says that all
scientific questions have been answered. This is not the case.

Climate science is an extremely complex subject, and Exxon has been studying it
carefully for over a decade. While computer models that attempt to predict
future climate have improved, they still have serious deficiencies. Model
precision remains inadequate either to match historical climate or to predict
current climate without large arbitrary adjustments. Actual measurements of
global temperature do not show signs of climate change outside normal historical
variability.

In drawing its conclusions about the science, the Business Week article makes
selective reference to the report by the Intergovernmental Panel on Climate
Change

Proxy Statement 1998 Exxon Corporation

(IPCC). A thorough reading of the full IPCC report shows that important
uncertainties remain, a view supported by many other scientists studying this
issue. For example, in July 1997, the Massachusetts Institute of Technology
Joint Program on the Science and Policy of Global Change noted that "some
scientists have been skeptical" about the IPCC's attribution of climate change
to human activity and that "this group has grown substantially over time."

The potential for climate change caused by elevated levels of carbon dioxide in
the atmosphere is a legitimate concern, and reducing the scientific
uncertainties is important. Exxon's view is that a much better understanding of
the science is required before governments or international bodies mandate cuts
in the use of fossil fuels.

Meeting the Kyoto targets will require large cuts in U.S. energy use as
government forecasts project that emissions will exceed the target set in the
recent Kyoto negotiations by over 40 percent. Other developed countries also
would need to reduce energy consumption substantially. The published,
peer-reviewed economic literature shows that the financial and social impact of
substantial mandated fossil fuel reductions (through taxes, rationing, or other
measures) would severely damage economies, industry, and jobs.

Excluding developing nations from such reductions, which renders the Kyoto
targets largely ineffective, will not prevent those countries from being hurt.
Their exports will suffer as the economic growth of industrialized nations is
impaired. In developing nations, reducing economic growth would mean fewer
financial resources available for meeting real and immediate social needs such
as reduced poverty, clean drinking water, health care, and education.

As economies grow and prosper, their energy use increases. This use is primarily
driven by the market system, individual decisions, and resulting demands of
business and consumers for fuel and chemical products. At the same time, we
believe that energy should be used wisely and efficiently. We practice this
philosophy in our own operations because we clearly understand that saving
energy is a sound business practice and increases shareholder value. Exxon
refineries and chemical plants are over 35 percent more energy-efficient than
they were in 1973. Our emphasis on efficient fuel use saves over 3 billion
gallons of oil a year.

For example, Exxon operates or has an interest in 26 cogeneration plants around
the world. Cogeneration is a technology that makes steam and electricity
simultaneously, requiring 30 percent less energy than making them separately.
Using cogeneration at just two Exxon refineries (Baytown, Texas and Baton Rouge,
Louisiana) will reduce energy use by some 100 million oil-equivalent gallons a
year. Extensive research and engineering efforts ensure that Exxon can continue
to increase operating plant efficiency through improvements in reactor and
furnace design, new catalysts, and other measures.

Exxon also conducts extensive research aimed at improving the efficient use of
our products. We are working with various automobile manufacturers around the
world to investigate ways to improve the efficiency of internal combustion
engines. And for the future, we are exploring the potential of even more
efficient hydrocarbon-powered fuel cells, which combine hydrogen and oxygen in a
chemical reaction to produce electricity, heat, and water.

Exxon Corporation Proxy Statement 1998

Exxon is committed to participating actively in an open and informed public
debate on the question of climate change -- a debate in which all aspects of the
issue can be thoughtfully considered, particularly the science and the economic
implications of mandated reductions in fossil fuel use. Given the potential
large negative impact on economic growth and individual lifestyles, it is
important to avoid precipitous actions before this thoughtful debate has been
completed. Exxon has expressed its views on this issue extensively and will
continue to do so. We believe that by sharing our analysis and opinions, we can
help promote public awareness and encourage people to learn more about the
issue, understand it better, and reach informed decisions.

The Board feels the current approach of keeping it engaged in the climate change
issue is prudent and effective. Adding another special report is unnecessary,
duplicative, and wasteful in view of the extensive communications the company
has already produced and its commitment to continue speaking out on this
important matter.

In summary, the Board fully agrees with the following statement from Mr.
Raymond's Beijing speech:

"Before we make choices about global climate policies, we need an open debate on
the science, an analysis of the risks, and a careful consideration of the costs
and benefits."

Proxy Statement 1998 Exxon Corporation

ADDITIONAL INFORMATION

Other business

Under the laws of New Jersey, where Exxon is incorporated, no business other
than procedural matters may be raised at the annual meeting unless proper notice
to the shareholders has been given. We do not expect any business to come up for
shareholder vote at the meeting other than the items described in this booklet.
If other business is properly raised, your proxy card authorizes the people
named as proxies to vote as they think best.

People with disabilities

We can provide reasonable assistance to help you participate in the meeting if
you tell us about your disability and your plan to attend. Please call or write
the Secretary at least two weeks before the meeting at the number or address
under "Questions?" below.

Outstanding shares

On February 12, 1998, 2,451,755,581 shares of common stock and 3,027,567 shares
of Exxon's Class A Preferred Stock were outstanding. The common and preferred
stock vote together. Each common share has one vote and each preferred share has
two votes.

How we solicit proxies

In addition to this mailing, Exxon employees may solicit proxies personally,
electronically, or by telephone. Exxon pays the costs of soliciting this proxy.
We are paying D.F. King & Co. a fee of $25,000 plus expenses to help with the
solicitation. We also reimburse brokers and other nominees for their expenses in
sending these materials to you and getting your voting instructions.

Shareholder proposals for next year

The deadline for shareholder proposals for next year's meeting is November 18,
1998. On request, the Secretary will provide detailed instructions for
submitting proposals.

Questions?

If you have questions or need more information about the annual meeting, write
to:

Secretary
Exxon Corporation
5959 Las Colinas Boulevard
Irving, TX 75039-2298

or call us at (972) 444-1157.

For information about your record holdings or SIP account, call Exxon
Shareholder Services at 1-800-252-1800. We also invite you to visit Exxon's
Internet site at www.exxon.com. Internet site materials are for your general
information and are not part of this proxy solicitation.

[TIGER GRAPHIC]

[RECYCLED LOGO] Printed on recycled paper 3300-PS-398

<PAGE>

APPENDIX 1

PROXY CARD

[DALLAS AREA MAP] [STREET MAP]

From I-45/Hwy 75--Take I-35E exit (Woodall Rodgers Frwy) to Pearl St.
exit or St. Paul exit (follow frontage road east to Pearl St.), turn south
and continue to Ross Ave., turn left to Arts District Garage.

From I-35E--Take I-45/Hwy 75 exit (Woodall Rodgers Frwy) to Pearl St.
exit, continue to Ross Ave., turn left to Arts District Garage.

From DFW Airport--Take South Exit to Hwy 183 east
(merges with I-35E), follow directions from I-35E (above).

From Love Field--Exit airport on Mockingbird Ln. west to I-35E south,
follow directions from I-35E (above).

- --------------------------------------------------------------------------------

PROXY
SOLICITED BY BOARD OF DIRECTORS
[LOGO] CORPORATION ANNUAL MEETING, APRIL 29, 1998
5959 Las Colinas Boulevard DALLAS, TEXAS
Irving, TX 75039-2298

The undersigned hereby appoints D.W. Calloway, J. Hay, W.R. Howell,
P.E. Lippincott, and L.R. Raymond, or each or any of them, with power of
substitution, proxies for the undersigned to act and vote at the 1998 annual
meeting of shareholders of Exxon Corporation and at any adjournments thereof, as
indicated, upon all matters referred to on the reverse side and described in the
proxy statement for the meeting and, at their discretion, upon any other matters
that may properly come before the meeting.

1. Election of Directors
NOMINEES: M.J. Boskin, D.W. Calloway, R. Dahan,
J. Hay, J.R. Houghton, W.R. Howell, R.C. King,
P.E. Lippincott, H.J. Longwell, M.C. Nelson, L.R. Raymond,
W. V. Shipley, R.E. Wilhelm.

If no other indication is made, the proxies shall vote (a)
for the election of the director nominees and (b) in accordance
with the recommendations of the Board of Directors on the other
matters referred to on the reverse side.

P.O. Box 8033
Boston, MA 02266-8033

PLEASE COMPLETE, SIGN, DATE, AND PROMPTLY RETURN IN ENCLOSED ENVELOPE. (OVER)

<PAGE>

[LOGO] CORPORATION 1998 ANNUAL MEETING
ADMISSION TICKET
c/o Proxy Services
P.O. Box 8033
Boston, MA 02266-8033

TO AVOID DELAY AT THE ENTRANCE TO THE MEETING, PLEASE PRESENT THIS TICKET.

You are cordially invited to attend the annual meeting of shareholders of Exxon
Corporation on Wednesday, April 29 at the Morton H. Meyerson Symphony Center,
2301 Flora Street, Dallas, Texas. The meeting will begin at 10:00 a.m., Central
Time. Admission is limited to shareholders, their proxies, and guests of the
Corporation. This ticket will admit you and a guest. Free parking is available
in the Arts District Garage. Have your parking ticket validated at the annual
meeting. Traffic in the area may cause a delay; please allow extra time for
parking.

DETACH TICKET

- --------------------------------------------------------------------------------
[LOGO] CORPORATION

Attached below is a proxy card for the 1998 annual meeting of shareholders of
Exxon Corporation.

Please mark the boxes on the proxy card to indicate how your shares should be
voted. Complete, sign, date, and promptly return your proxy card in the enclosed
postpaid envelope.

Votes are tallied by BankBoston, Exxon Corporation's transfer agent. Any
comments noted on the proxy card or an attachment will be forwarded by
BankBoston to Exxon Corporation, if the appropriate box below is marked.

The attached admission ticket should be presented at the meeting to expedite
registration.

DETACH CARD BEFORE MAILING
- --------------------------------------------------------------------------------

[X] Please mark
votes as in
this example.

The Board of Directors recommends a vote FOR items 1 and 2.

WITHHELD
FOR ALL FROM ALL FOR AGAINST ABSTAIN
1. Election of [ ] [ ] 2. Ratification [ ] [ ] [ ]
Directors of independent
(page 2). accountants
(page 17).
- --------------------------------------
For all nominees except as noted above

The Board of Directors recommends a vote
AGAINST items 3 and 4.

FOR AGAINST ABSTAIN
3. Additional reporting [ ] [ ] [ ]
of political
contributions (page 18).

4. Additional report on [ ] [ ] [ ]
climate change
(page 19).

Discontinue duplicate annual report. [ ]

I have made comments on this card or
an attachment. This box must be marked [ ]
for comments to be read.

This card covers registered shares including any
Shareholder Investment Program shares.

Signature:_____________ Date _____1998 Signature: ____________ Date______1998
NOTE: Please sign exactly as name appears hereon. When signing as attorney,
executor, administrator, trustee, or guardian, please give full name as such.

STATEMENT OF DIFFERENCES
------------------------

The section symbol shall be expressed as.............................. 'SS'

<PAGE>