EXXON CORP
10-Q, 1998-05-13
PETROLEUM REFINING
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                                FORM 10-Q

                    SECURITIES AND EXCHANGE COMMISSION
                          Washington, D. C. 20549

     ( X )   QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
                    THE SECURITIES EXCHANGE ACT OF 1934

              For the quarterly period ended March 31, 1998

                                    OR

     (   )  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
                    THE SECURITIES EXCHANGE ACT OF 1934

          For the transition period from __________to________

                      Commission File Number 1-2256


                            EXXON CORPORATION
       __________________________________________________________
         (Exact name of registrant as specified in its charter)


         NEW JERSEY                                        13-5409005
_______________________________                   ______________________
(State or other jurisdiction of                      (I.R.S. Employer
incorporation or organization)                    Identification Number)

    5959 Las Colinas Boulevard, Irving, Texas                 75039-2298
    ____________________________________________________________________
    (Address of principal executive offices)                  (Zip Code)

                              (972) 444-1000
        __________________________________________________________
           (Registrant's telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed all reports 
required to be filed by Section 13 or 15(d) of the Securities Exchange Act 
of 1934 during the preceding 12 months (or for such shorter period that 
the registrant was required to file such reports), and (2) has been 
subject to such filing requirements for the past 90 days. Yes  X  No    .
                                                              ___    ___

Indicate the number of shares outstanding of each of the issuer's classes 
of common stock, as of the latest practicable date.


       Class                           Outstanding as of March 31, 1998
_______________________________        ________________________________
Common stock, without par value                 2,446,791,735












                                     -1-
<PAGE>

                            EXXON CORPORATION

                                 FORM 10-Q

                FOR THE QUARTERLY PERIOD ENDED MARCH 31, 1998


                             TABLE OF CONTENTS







                                                                    Page
                                                                  Number
                                                                  ______


                       PART I.  FINANCIAL INFORMATION


Item 1.  Financial Statements

      Condensed Consolidated Statement of Income                       3
        Three months ended March 31, 1998 and 1997

      Condensed Consolidated Balance Sheet                             4
        As of March 31, 1998 and December 31, 1997

      Condensed Consolidated Statement of Cash Flows                   5
        Three months ended March 31, 1998 and 1997

      Notes to Condensed Consolidated Financial Statements           6-8

Item 2.  Management's Discussion and Analysis of Financial
         Condition and Results of Operations                        9-12

Item 3.  Quantitative and Qualitative Disclosures About Market Risk   13


                        PART II.  OTHER INFORMATION

Item 2.  Changes in Securities                                        13

Item 6.  Exhibits and Reports on Form 8-K                             13

Signature                                                             14
















                                     -2-
<PAGE>

                        PART I.  FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS

                             EXXON CORPORATION
                 CONDENSED CONSOLIDATED STATEMENT OF INCOME
                           (millions of dollars)
<TABLE>
<CAPTION>
                                                          Three Months Ended
                                                               March 31,
                                                          __________________
                                                            1998        1997
                                                          _______    _______
<S>                                                      <C>         <C>
REVENUE
Sales and other operating revenue,
  including excise taxes                                  $29,658    $34,720
Earnings from equity interests and other revenue              570        483
                                                          _______    _______
Total revenue                                              30,228     35,203
                                                          _______    _______

COSTS AND OTHER DEDUCTIONS
Crude oil and product purchases                            12,100     15,427
Operating expenses                                          3,025      3,302
Selling, general and administrative expenses                2,011      2,030
Depreciation and depletion                                  1,388      1,395
Exploration expenses, including dry holes                     184        165
Interest expense                                               67         76
Excise taxes                                                3,447      3,599
Other taxes and duties                                      5,167      5,563
Income applicable to minority and preferred interests         110        107
                                                          _______    _______
Total costs and other deductions                           27,499     31,664
                                                          _______    _______

INCOME BEFORE INCOME TAXES                                  2,729      3,539
Income taxes                                                  839      1,364
                                                          _______    _______
NET INCOME                                                $ 1,890    $ 2,175
                                                          =======    =======

Net income per common share (dollars)                    $   0.77    $  0.87
Net income per common share - assuming dilution (dollars)$   0.76    $  0.86

Average number common shares outstanding (millions)         2,451      2,484
Average number common shares outstanding - assuming 
  dilution (millions)                                       2,483      2,517

Dividends per common share                               $  0.410    $ 0.395
</TABLE>

Net income per share is based on net income less preferred stock 
dividends and the weighted average number of outstanding common shares.

Net income per common share - assuming dilution is based on net income 
and the weighted average number of outstanding common shares, including 
the additional common shares that would have been outstanding if 
dilutive potential common shares (incentive program stock and preferred 
stock) had been issued.

                                     -3-
<PAGE>

                              EXXON CORPORATION
                    CONDENSED CONSOLIDATED BALANCE SHEET
                            (millions of dollars)
<TABLE>
<CAPTION>
                                                         March 31, Dec. 31,
                                                             1998     1997
                                                          _______  _______
<S>                                                       <C>      <C>
ASSETS
Current assets
   Cash and cash equivalents                              $ 3,841  $ 4,047
   Other marketable securities                                 20       15
   Notes and accounts receivable - net                      9,967   10,702
   Inventories
     Crude oil, products and merchandise                    4,466    4,725
     Materials and supplies                                   743      762
   Prepaid taxes and expenses                               1,004      941
                                                          _______  _______
     Total current assets                                  20,041   21,192
Property, plant and equipment - net                        66,726   66,414
Investments and other assets                                8,186    8,458
                                                          _______  _______
     TOTAL ASSETS                                         $94,953  $96,064
                                                          =======  =======
LIABILITIES
Current liabilities
   Notes and loans payable                                $ 2,753  $ 2,902
   Accounts payable and accrued liabilities                13,573   14,683
   Income taxes payable                                     2,250    2,069
                                                          _______  _______
     Total current liabilities                             18,576   19,654
Long-term debt                                              7,077    7,050
Annuity reserves, deferred credits and other liabilities   25,555   25,700
                                                          _______  _______
     TOTAL LIABILITIES                                     51,208   52,404
                                                          _______  _______
SHAREHOLDERS' EQUITY
Preferred stock, without par value:
   Authorized:   200 million shares
   Outstanding:    3 million shares at Mar. 31, 1998          174
                   3 million shares at Dec. 31, 1997                   190
Guaranteed LESOP obligation                                  (225)    (225)
Common stock, without par value:
   Authorized:   3,000 million shares
   Issued:       2,984 million shares                       2,323    2,323
Earnings reinvested                                        53,096   52,214
Cumulative foreign exchange translation adjustment         (1,148)  (1,119)
Common stock held in treasury:
     537 million shares at Mar. 31, 1998                  (10,475)
     527 million shares at Dec. 31, 1997                            (9,723)
                                                          _______  _______

     TOTAL SHAREHOLDERS' EQUITY                            43,745   43,660
                                                          _______  _______

     TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY           $94,953  $96,064
                                                          =======  =======
</TABLE>
The number of shares of common stock issued and outstanding at 
March 31, 1998 and December 31, 1997 were 2,446,791,735 and 
2,456,315,299, respectively.


                                      -4-
<PAGE>

                              EXXON CORPORATION
                CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
                            (millions of dollars)
<TABLE>
<CAPTION>
                                                          Three Months Ended
                                                                March 31,
                                                          __________________
                                                              1998     1997
                                                           _______   _______
<S>                                                         <C>        <C>
CASH FLOWS FROM OPERATING ACTIVITIES
   Net income                                               $1,890   $2,175
   Depreciation and depletion                                1,388    1,395
   Changes in operational working capital, excluding 
      cash and debt                                            (45)    (210)
   All other items - net                                      (159)   1,206
                                                           _______  _______

   Net Cash Provided By Operating Activities                 3,074    4,566
                                                           _______  _______

CASH FLOWS FROM INVESTING ACTIVITIES
   Additions to property, plant and equipment               (1,709)  (1,492)
   Sales of subsidiaries and property, plant and equipment     125       55
   Other investing activities - net                            407      332
                                                           _______  _______

   Net Cash Used In Investing Activities                    (1,177)  (1,105)
                                                           _______  _______

NET CASH GENERATION BEFORE FINANCING ACTIVITIES              1,897    3,461
                                                           _______  _______

CASH FLOWS FROM FINANCING ACTIVITIES
   Additions to long-term debt                                 206      175
   Reductions in long-term debt                                (69)     (58)
   Additions/(reductions) in short-term debt - net            (323)     176
   Cash dividends to Exxon shareholders                     (1,009)    (986)
   Cash dividends to minority interests                        (74)     (75)
   Changes in minority interests and sales / 
      (purchases) of affiliate stock                           (27)       4
   Acquisitions of Exxon shares - net                         (797)    (166)
                                                           _______  _______

   Net Cash Used In Financing Activities                    (2,093)    (930)
                                                           _______  _______

Effects Of Exchange Rate Changes On Cash                       (10)      31
                                                           _______  _______

Increase/(Decrease) In Cash And Cash Equivalents              (206)   2,562
Cash And Cash Equivalents At Beginning Of Period             4,047    2,951
                                                           _______  _______
CASH AND CASH EQUIVALENTS AT END OF PERIOD                  $3,841   $5,513
                                                           =======  =======

SUPPLEMENTAL DISCLOSURES
   Income taxes paid                                        $  566   $  703
   Cash interest paid                                       $  350   $  157
</TABLE>



                                     -5-
<PAGE>

                                EXXON CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

1. Basis Of Financial Statement Preparation

These unaudited condensed consolidated financial statements should be 
read in the context of the consolidated financial statements and notes 
thereto filed with the S.E.C. in the corporation's 1997 Annual Report 
on Form 10-K.  In the opinion of the corporation, the information 
furnished herein reflects all known accruals and adjustments necessary 
for a fair statement of the results for the periods reported herein.  
All such adjustments are of a normal recurring nature.  The 
corporation's exploration and production activities are accounted for 
under the "successful efforts" method.

During the third quarter of 1997, the corporation increased its 
ownership in General Sekiyu K.K. (GSK) from 49.0% to 50.1%.  These 
financial statements reflect the consolidation of GSK retroactive to 
the beginning of 1997.  GSK was previously accounted for as an equity 
company.  The January 1, 1997 balance sheet of GSK had total assets of 
$3.9 billion and total liabilities of $3.2 billion.  Consolidated net 
income was unchanged as a result of the restatement of prior quarter 
statements of income.

2. Recently Issued Statements of Financial Accounting Standards

In June 1997, the Financial Accounting Standards Board released Statement  
No. 131, "Disclosures about Segments of an Enterprise and Related 
Information."  This statement requires disclosure of certain information 
about operating segments and geographic areas of operation.  This 
statement, which will be adopted in 1998, will not have any effect upon 
the corporation's consolidated financial condition or operations.

3. Litigations and Other Contingencies

A number of lawsuits, including class actions, were brought in various 
courts against Exxon Corporation and certain of its subsidiaries relating 
to the accidental release of crude oil from the tanker Exxon Valdez in 
1989.  Essentially all of these lawsuits have now been resolved or are 
subject to appeal.

On September 24, 1996, the United States District Court for the District 
of Alaska entered a judgment in the amount of $5.058 billion in the Exxon 
Valdez civil trial that began in May 1994.  The District Court awarded 
approximately $19.6 million in compensatory damages to fisher plaintiffs, 
$38 million in prejudgment interest on the compensatory damages and $5 
billion in punitive damages to a class composed of all persons and 
entities who asserted claims for punitive damages from the corporation as 
a result of the Exxon Valdez grounding.  The District Court also ordered 
that these awards shall bear interest from and after entry of the 
judgment.  The District Court stayed execution on the judgment pending 
appeal based on a $6.75 billion letter of credit posted by the 
corporation.  Exxon has appealed the judgment.  A motion for new trial is 
currently pending before the District Court and consideration of Exxon's 
appeal is stayed pending resolution of that motion.  The corporation 
continues to believe that the punitive damages in this case are 
unwarranted and that the judgment should be set aside or substantially 
reduced by the appellate courts if the District Court does not grant 
Exxon's pending motion for new trial.




                                     -6-
<PAGE>

                                

                                 EXXON CORPORATION


NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

The ultimate cost to the corporation from the lawsuits arising from the 
Exxon Valdez grounding is not possible to predict and may not be resolved 
for a number of years.

German and Dutch affiliated companies are the concessionaires of a 
natural gas field subject to a treaty between the governments of Germany 
and the Netherlands under which the gas reserves in an undefined border 
or common area are to be shared equally.  Entitlement to the reserves is 
determined by calculating the amount of gas which can be recovered from 
this area.  Based on the final reserve determination, the German 
affiliate has received more gas than its entitlement.  Arbitration 
proceedings, as provided in the agreements, have been underway to 
determine the manner of resolving the issues between the German and Dutch 
affiliated companies.

On July 8, 1996, an interim ruling was issued establishing a provisional 
compensation payment for the excess gas received.  Additional compensation, 
if any, remains subject to further arbitration proceedings or negotiation.  
Other substantive matters remain outstanding, including recovery of 
royalties paid on such excess gas and the taxes payable on the final 
compensation amount.  The net financial impact on the corporation is not 
possible to predict at this time given these outstanding issues.  However, 
the ultimate outcome is not expected to have a materially adverse effect 
upon the corporation's consolidated financial condition or operations.

The U.S. Tax Court has decided the issue with respect to the pricing of 
crude oil purchased from Saudi Arabia for the years 1979-1981 in favor of 
the corporation.  This decision is subject to appeal.  Certain other 
issues for the years 1979-1988 remain pending before the Tax Court.  The 
ultimate resolution of these issues is not expected to have a materially 
adverse effect upon the corporation's operations or financial condition.

Claims for substantial amounts have been made against Exxon and certain 
of its consolidated subsidiaries in other pending lawsuits, the outcome 
of which is not expected to have a materially adverse effect upon the 
corporation's consolidated financial condition or operations.

The corporation and certain of its consolidated subsidiaries are directly 
and indirectly contingently liable for amounts similar to those at the 
prior year-end relating to guarantees for notes, loans and performance 
under contracts, including guarantees of non-U.S. excise taxes and 
customs duties of other companies, entered into as a normal business 
practice, under reciprocal arrangements.

Additionally, the corporation and its affiliates have numerous long-term 
sales and purchase commitments in their various business activities, all 
of which are expected to be fulfilled with no adverse consequences 
material to the corporation's operations or financial condition.









                                     -7-
<PAGE>


                                

                                EXXON CORPORATION


NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

The operations and earnings of the corporation and its affiliates 
throughout the world have been, and may in the future be, affected from 
time to time in varying degree by political developments and laws and 
regulations, such as forced divestiture of assets; restrictions on 
production, imports and exports; price controls; tax increases and 
retroactive tax claims; expropriation of property; cancellation of 
contract rights and environmental regulations.  Both the likelihood of 
such occurrences and their overall effect upon the corporation vary 
greatly from country to country and are not predictable.


4. Nonowner Changes in Shareholders' Equity

Statement of Financial Accounting Standards (FAS) No. 130 "Reporting 
Comprehensive Income" was implemented in January 1998.  This statement 
establishes standards for reporting and display of total nonowner changes 
in shareholders' equity.  For the corporation, total nonowner changes in 
shareholders' equity include net income and the change in the cumulative 
foreign exchange translation adjustment component of shareholders' 
equity.  The total nonowner changes in shareholders' equity for the three 
months ended March 31, 1998 and 1997 were $1,861 million and $1,278 
million, respectively.  FAS 130 did not have any effect on the 
corporation's consolidated financial condition or operations.

   
































                                     -8-
<PAGE>

                             
                                EXXON CORPORATION


ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION 
         AND RESULTS OF OPERATIONS

FUNCTIONAL EARNINGS SUMMARY

                                                             First Quarter
                                                          _________________
                                                            1998       1997
                                                         _______    _______
                                                        (millions of dollars)

Petroleum and natural gas
   Exploration and production
     United States                                       $   227    $   554
     Non-U.S.                                                683        890
   Refining and marketing
     United States                                           100         57
     Non-U.S.                                                496        297
                                                         _______    _______
Total petroleum and natural gas                            1,506      1,798
Chemicals
     United States                                           232        192
     Non-U.S.                                                142        118
Other operations                                              89        128
Corporate and financing                                      (79)       (61)
                                                         _______    _______
NET INCOME                                                $1,890     $2,175
                                                         =======    =======

FIRST QUARTER 1998 COMPARED WITH FIRST QUARTER 1997

Exxon Corporation estimated first quarter 1998 net income of $1,890  
million, down 13 percent from $2,175 million in first quarter 1997.  On 
a per share basis, net income was $0.77 in the first quarter of 1998 
compared to $0.87 in the prior year's quarter.

Exxon's net income of $1.9 billion was down $285 million or 13 percent, 
reflecting weaker crude oil prices which on average were about $7 per 
barrel or 33 percent lower than last year.  This year's first quarter 
results benefited from improved downstream margins, higher petroleum 
product and chemicals sales, and lower unit operating expenses.

Crude oil prices weakened across the quarter, driven by the slowdown in 
Asian economies, mild winter weather, and a surplus of crude oil 
supplies.  Liquids production was higher than first quarter 1997.  
Natural gas sales and prices declined from 1997's first quarter due to 
warmer weather in Europe and North America.  In the downstream, 
petroleum product sales increased in most geographic areas, achieving 
the highest first quarter level since 1979.  Earnings were up 68 
percent, benefiting from higher industry refining margins in Europe and 
the improved retail environment in the U.K.  Chemicals earnings improved 
as a result of record first quarter sales.  Margins improved relative to 
last year as declining commodity prices were offset by lower feedstock 
costs.  Earnings from other operations decreased relative to the prior 
year due to lower copper and coal prices.

During the quarter, Exxon continued its active investment program, 
spending over $2 billion on capital and exploration projects.


                                     -9-
<PAGE>

                             
                                EXXON CORPORATION

             MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                    CONDITION AND RESULTS OF OPERATIONS

OTHER COMMENTS ON FIRST QUARTER COMPARISON

Exploration and production earnings were adversely impacted by 
substantially lower crude oil prices which have been under pressure and 
falling since early in the fourth quarter of 1997, averaging about $7 per 
barrel less than the first quarter of 1997.  U.S. natural gas prices were 
lower on average than last year in response to milder weather.  European 
gas realizations were lower due to the stronger U.S. dollar in 1998.

Liquids production of 1,627 kbd (thousand barrels per day) was up from 
1,625 kbd in the first quarter of 1997. Production increases in Australia 
and Malaysia, new developments in the North Sea, and initial production 
from Azerbaijan were largely offset by lower volumes in the U.S.  Worldwide 
natural gas production of 7,224 mcfd (million cubic feet per day) was down 
4 percent from 1997 due to the impact of warmer European weather and 
corresponding lower demand.

Earnings from U.S. exploration and production were $227 million compared 
with $554 million last year.  Outside the U.S., earnings from exploration 
and production were $683 million, versus $890 million in the first quarter 
1997.

Petroleum product sales of 5,418 kbd increased 68 kbd from last year's 
first quarter with higher volumes in North America, Latin America and 
Europe.  Sales volumes were lower in Asia-Pacific.  Downstream earnings 
benefited from higher European industry refining margins, improvement in 
the U.K. retail market, stronger lube basestock margins, and higher Latin 
American marketing margins.  Turnaround impacts were also lower, reflecting 
less planned maintenance in the U.S. compared to the first quarter 1997.

In the U.S., refining and marketing earnings were $100 million, up $43 
million from the prior year.  Refining and marketing operations outside the 
U.S. earned $496 million, an increase of $199 million from 1997.

Chemical earnings were $374 million, up $64 million from the first quarter 
1997.  First quarter record prime product sales of 4,322 kt (thousand 
metric tons) were 4 percent higher than the year ago period.  Although most 
commodity chemical prices were lower, overall margins improved somewhat 
relative to last year as a result of lower feedstock costs.

Earnings from other operations, including coal, minerals and power, totaled 
$89 million, compared to $128 million in the first quarter of 1997.  Both 
copper and coal prices decreased from last year.  Corporate and financing 
expenses of $79 million compared with $61 million in the first quarter of 
last year.

Net cash generation before financing activities was $1,897 million in the 
first three months of 1998 versus $3,461 million in the same period last 
year.  Operating activities provided net cash of $3,074 million, a decrease  
of $1,492 million from 1997's first three months, influenced by lower net 
income and the absence of an insurance settlement in 1997.  Investing 
activities used net cash of $1,177 million, $72 million more than the year 
ago period on a higher level of capital investment.





                                   -10-
<PAGE>

                             
                                 EXXON CORPORATION

             MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                    CONDITION AND RESULTS OF OPERATIONS


OTHER COMMENTS ON FIRST QUARTER COMPARISON


Net cash used in financing activities was $2,093 million in the first 
quarter of 1998 versus $930 million in the same quarter last year.  During 
the first quarter of 1998, Exxon purchased 14.9 million shares of Exxon 
common stock for the treasury at a cost of $942 million, representing a 
continuation of purchases to offset shares issued in conjunction with the 
company's benefit plans and programs, as well as the increased share 
repurchases announced in the first quarter of 1997.  Shares outstanding 
were reduced from 2,456.3 million at the end of the fourth quarter of 1997 
to 2,446.8 million at the end of the first quarter 1998.  Purchases are 
made in open market and negotiated transactions and may be discontinued at 
any time.

Revenue for the first quarter of 1998 totaled $30,228 million compared to 
$35,203 million in the first quarter 1997.

Capital and exploration expenditures totaled $2,023 million in the first 
quarter 1998 compared to $1,790 million in last year's first quarter.  
Capital and exploration expenditures in 1998, excluding foreign exchange 
rate fluctuations, are anticipated to increase about 10 percent over 1997  
as attractive investment opportunities continue to be developed in each of 
the major business segments.

Total debt of $9.8 billion at March 31, 1998 decreased $0.1 billion from 
year-end 1997.  The corporation's debt to total capital ratio was 17.6 
percent at the end of the first quarter of 1998, similar to year-end 1997.

Over the twelve months ended March 31, 1998, return on average 
shareholders' equity was 18.7 percent.  Return on average capital 
employed, which includes debt, was 15.9 percent over the same time period.

Although the corporation issues long-term debt from time to time and 
maintains a revolving commercial paper program, internally generated funds 
cover the majority of its financial requirements.

Litigation and other contingencies are discussed in note 3 to the unaudited 
condensed consolidated financial statements.  There are no events or 
uncertainties known to management beyond those already included in reported 
financial information that would indicate a material change in future 
operating results or future financial condition.

The corporation, as part of its ongoing asset management program, continues 
to evaluate its mix of assets for potential upgrade.  Because of the 
ongoing nature of this program, dispositions will continue to be made from 
time to time which will result in either gains or losses.










                                     -11-
<PAGE>

                             
                                EXXON CORPORATION

             MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                    CONDITION AND RESULTS OF OPERATIONS








                               SPECIAL ITEMS


                                                          First Quarter
                                                         _______________
                                                         1998       1997
                                                         ____       ____
                                                     (millions of dollars)





                                                                              

TOTAL                                                     0          0
                                                        =====      =====


































                                     -12-
<PAGE>


                             EXXON CORPORATION

            


Item 3.  Quantitative and Qualitative Disclosures About Market Risk

Information about market risks for the three months ended March 31, 1998 
does not differ materially from that discussed under Item 7A of the 
registrant's Annual Report on Form 10-K for 1997.


                       PART II.  OTHER  INFORMATION


Item 2.  Changes in Securities

In accordance with the registrant's 1997 Nonemployee Director Restricted 
Stock Plan, a newly elected nonemployee director was granted 4,000 
shares of restricted stock on April 29, 1998.  This grant is exempt from 
registration under bonus stock interpretations such as the "no-action" 
letter to Pacific Telesis Group (June 30, 1992).
          _______ _______ _____

Item 6.  Exhibits and Reports on Form 8-K

a)       Exhibits

         Exhibits 27  -  Financial Data Schedule (included only in the
                         Electronic filing of this document).

b)       Reports on Form 8-K

         The registrant has not filed any reports on Form 8-K during the
         quarter.





























                                     -13-
<PAGE>

                               

                               EXXON CORPORATION



                                   SIGNATURE







Pursuant to the requirements of the Securities Exchange Act of 1934, the 
Registrant has duly caused this report to be signed on its behalf by the 
undersigned, thereunto duly authorized.






                                         EXXON CORPORATION


Date:  May 13, 1998
                                    /s/  DONALD D. HUMPHREYS
                         _______________________________________________
                         Donald D. Humphreys, Vice President, Controller
                                  and Principal Accounting Officer































                                          -14-
<PAGE>



<TABLE> <S> <C>

<ARTICLE> 5
<LEGEND>
THE SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM EXXON'S
CONDENSED CONSOLIDATED BALANCE SHEET AT MARCH 31, 1998 AND EXXON'S CONDENSED
CONSOLIDATED STATEMENT OF INCOME FOR THE FIRST QUARTER 1998, THAT ARE CONTAINED
IN EXXON'S FORM 10-Q FOR THE QUARTERLY PERIOD ENDED MARCH 31, 1998.  THE
SCHEDULE IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<MULTIPLIER> 1,000,000
       
<S>                             <C>
<PERIOD-TYPE>                   3-MOS
<FISCAL-YEAR-END>                          DEC-31-1998
<PERIOD-END>                               MAR-31-1998
<CASH>                                           3,841
<SECURITIES>                                        20
<RECEIVABLES>                                    7,268
<ALLOWANCES>                                       102
<INVENTORY>                                      5,209
<CURRENT-ASSETS>                                20,041
<PP&E>                                         129,161
<DEPRECIATION>                                  62,435
<TOTAL-ASSETS>                                  94,953
<CURRENT-LIABILITIES>                           18,576
<BONDS>                                          7,077
                                0
                                        174
<COMMON>                                         2,323
<OTHER-SE>                                      41,248
<TOTAL-LIABILITY-AND-EQUITY>                    94,953
<SALES>                                         29,658
<TOTAL-REVENUES>                                30,228
<CGS>                                           12,100
<TOTAL-COSTS>                                   12,100
<OTHER-EXPENSES>                                 4,597
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                                  67
<INCOME-PRETAX>                                  2,729
<INCOME-TAX>                                       839
<INCOME-CONTINUING>                              1,890
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
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