MOBIL CORP
10-Q, 1995-08-08
PETROLEUM REFINING
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_________________________________________________________________


                               UNITED STATES
                    SECURITIES AND EXCHANGE COMMISSION
                         WASHINGTON, DC 20549-1004


 
                                FORM 10-Q 


                             QUARTERLY REPORT

                  PURSUANT TO SECTION 13 or 15(d) OF THE
                      SECURITIES EXCHANGE ACT OF 1934

               For the quarterly period ended June 30, 1995


                       Commission file number 1-7555


                             MOBIL CORPORATION

          (Exact name of registrant as specified in its charter)


             Delaware                          13-2850309      
 (State or other jurisdiction of            (I.R.S. Employer
  incorporation or organization)            Identification No.)


   3225 Gallows Road, Fairfax, VA.                   22037-0001
(Address of principal executive offices)             (Zip Code)


                          (703) 846-3000       
                      Registrant's telephone number 


  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   .

  The number of shares outstanding of the registrant's common
stock, all of which comprise a single class with a $2.00 par
value, as of July 31, 1995, the latest practicable date, was
395,592,158.

_________________________________________________________________
<PAGE>

                                MOBIL CORPORATION

                                   Form 10-Q
                                Quarterly Report
                                 June 30, 1995

                               TABLE OF CONTENTS


  ________________________________________________________________
                                                                   
   PART I - FINANCIAL INFORMATION                            Page  
                                                                   
                                                                   
    Item 1.  Condensed Consolidated Financial Statements           
               Consolidated Statement of Income for the             
                 Three and Six Months Ended 
                 June 30, 1994 and 1995 ......................  1  
               Consolidated Balance Sheet at December 31,          
                 1994 and June 30, 1995 ......................  2  
               Consolidated Statement of Cash Flows for the        
                 Six Months Ended June 30, 1994 and 1995 .....  3  
               Notes to Condensed Consolidated Financial           
                 Statements ..................................  4  
                                                                   
    Item 2.  Management's Discussion and Analysis of Results       
               of Operations and Financial Condition .........  7  
                                                                   
             Summarized Financial Data                             
               Mobil Oil Corporation ......................... 17  
                                                                   
   PART II - OTHER INFORMATION                                     
                                                                   
    Item 1.  Legal Proceedings ............................... 18  
    Item 2.  Changes in Securities ........................... 19  
    Item 3.  Defaults Upon Senior Securities ................. 19  
    Item 4.  Submission of Matters to a Vote of Security           
               Holders ....................................... 19  
    Item 5.  Other Information ............................... 19  
    Item 6.  Exhibits and Reports on Form 8-K ................ 19  
                                                                   
   SIGNATURE ................................................. 20  
                                                                   
   EXHIBIT INDEX ............................................. 21  

    Exhibit 11.  Computation of Earnings per Common Share .... 22  
    Exhibit 12.  Computation of Ratio of Earnings to Fixed         
                   Charges ................................... 24
  
  ________________________________________________________________
 

<PAGE>
<TABLE>
                        PART I - FINANCIAL INFORMATION

Item 1.  Condensed Consolidated Financial Statements

                               MOBIL CORPORATION
                       CONSOLIDATED STATEMENT OF INCOME
                    (In millions, except per-share amounts)
<CAPTION>

                                           For the Three Months | For the Six Months
                                              Ended June 30,    |   Ended June 30,
                                           ____________________ | __________________
                                                                |
                                                1994     1995   |     1994     1995 
                                             _______  _______   |  _______  _______
<S>                                          <C>      <C>          <C>      <C>
Revenues                                                        | 
  Sales and services (a) ................... $16,047  $18,700   |  $30,995  $36,102
  Income from equity investments, asset                         | 
    sales, interest and other ..............     168      149   |      338      374
                                             -------  -------   |  -------  -------
                                                                |
    Total Revenues .........................  16,215   18,849   |   31,333   36,476
                                             -------  -------   |  -------  -------
Costs and Expenses                                              | 
  Crude oil, products and operating                             | 
    supplies and expenses ..................   8,839   10,598   |   16,934   20,601
  Exploration expenses .....................     108       79   |      190      174
  Selling and general expenses .............   1,344    1,868   |    2,593    3,124
  Depreciation, depletion and amortization .   1,034      868   |    1,702    1,537
  Interest and debt discount expense .......     135      117   |      255      232
  Taxes other than income taxes (a) ........   4,155    4,739   |    7,982    8,998
  Income taxes .............................     402      401   |      944      995
                                             -------  -------   |  -------  -------
    Total Costs and Expenses ...............  16,017   18,670   |   30,600   35,661
                                             -------  -------   |  -------  -------
                                                                |
Income Before Change in Accounting                              |
  Principle ................................     198      179   |      733      815
Cumulative Effect of Change in Accounting                       |
  Principle (c) ............................       -        -   |     (680)       - 
                                             -------  -------   |  -------  -------
Net Income ................................. $   198  $   179   |  $    53  $   815
                                             =======  =======   |  =======  =======
                                                                |
Income Per Common Share                                         |
  Income before change in accounting                            |
    principle (b) .......................... $   .46  $   .42   |  $  1.77  $  1.99  
  Cumulative effect of change in accounting                     |
    principle (c) ..........................       -        -   |    (1.71)       - 
                                             -------  -------   |  -------  -------
Net Income Per Common Share ................ $   .46  $   .42   |  $   .06  $  1.99
                                             =======  =======   |  =======  =======
                                                                |
Dividends Per Common Share ................. $   .85  $  .925   |  $  1.70  $ 1.775
                                             =======  =======   |  =======  =======
Notes:                                                          | 
                                                                |
(a) Includes excise and state gasoline                          | 
      taxes of ............................. $ 1,871  $ 2,149   |  $ 3,587  $ 4,046
                                                                |
(b) Based on income before change in                            | 
      accounting principle less preferred                       |
      stock dividend requirements of ....... $    14  $    14   |  $    29  $    28
      divided by the weighted average                           |
      number of common shares outstanding                       |
      (000's) of ........................... 398,356  395,804   |  398,346  395,823
                                                                
(c) Reflects adoption, effective January 1, 1994, of a change in the accounting 
    method used to apply the lower of cost or market test for crude oil and 
    product inventories.

</TABLE>
                The accompanying notes are an integral part of these 
                     condensed consolidated financial statements.

MOBIL                                  - 1 -

<PAGE>
<TABLE>
                               MOBIL CORPORATION
                           CONSOLIDATED BALANCE SHEET
                                 (In millions)
<CAPTION>

                                                             Dec. 31,   June 30,
                                     ASSETS                     1994       1995
                                                             _______    _______
<S>                                                          <C>        <C>
Current Assets
  Cash and cash equivalents ................................ $   531    $   408
  Accounts and notes receivable ............................   6,535      6,609
  Inventories ..............................................   3,302      3,550
  Prepaid expenses and other current assets ................     618        779
  Deferred income taxes ....................................     195        302
                                                             -------    -------
    Total Current Assets ...................................  11,181     11,648 
                                                           
Investments and Long-Term Receivables ......................   3,802      4,329

Properties, Plants and Equipment ...........................  53,788     55,175
Less: Accumulated Depreciation, Depletion and Amortization .  28,285     29,427
                                                             -------    -------
Net Properties, Plants and Equipment .......................  25,503     25,748
                                                             
Deferred Charges and Other Assets ..........................   1,056      1,094
                                                             -------    -------
    Total Assets ........................................... $41,542    $42,819
                                                             =======    =======

                         LIABILITIES AND SHAREHOLDERS' EQUITY

Current Liabilities
  Short-term debt .......................................... $ 3,013    $ 2,996
  Accounts payable .........................................   4,968      4,947
  Accrued liabilities ......................................   2,659      3,088
  Income, excise, state gasoline and other taxes payable ...   2,531      2,861
  Deferred income taxes ....................................     247        174
                                                             -------    -------
    Total Current Liabilities ..............................  13,418     14,066

Long-Term Debt .............................................   4,714      4,672
Reserves for Employee Benefits .............................   1,520      1,591
Accrued Restoration, Removal and Environmental Costs .......   1,191      1,221
Deferred Credits and Other Noncurrent Obligations ..........     841        843
Deferred Income Taxes ......................................   2,639      2,754
Minority Interest in Subsidiary Companies ..................      73         82
                                                             -------    -------
    Total Liabilities ......................................  24,396     25,229
                                                             -------    -------
Shareholders' Equity
  Preferred stock (ESOP-related) -- shares issued and
    outstanding: 95,778 at December 31, 1994 and
    94,362 at June 30, 1995 .. .............................     745        734
  Unearned employee compensation (ESOP-related) ............    (472)      (441)
  Common stock -- $2.00 par value; shares authorized:
    600,000,000; shares issued: 442,336,317 at December 31,
    1994 and 443,319,108 at June 30, 1995 ..................     885        887 
  Capital surplus ..........................................   1,325      1,369
  Earnings retained in the business ........................  16,859     16,943 
  Cumulative foreign exchange translation adjustment .......    (123)       314
  Common stock held in treasury, at cost -- shares: 
    46,349,300 at December 31, 1994 and 47,796,800 at 
    June 30, 1995 ..........................................  (2,073)    (2,216)
                                                             -------    -------
    Total Shareholders' Equity .............................  17,146     17,590
                                                             -------    -------
Total Liabilities and Shareholders' Equity ................. $41,542    $42,819
                                                             =======    =======
</TABLE>
                 The accompanying notes are an integral part of these
                     condensed consolidated financial statements

MOBIL                              - 2 -

<PAGE>
<TABLE>
                               MOBIL CORPORATION
                      CONSOLIDATED STATEMENT OF CASH FLOWS
                                 (In millions)
<CAPTION>
                                                            For the Six Months
                                                              Ended June 30,
                                                           ___________________

                                                              1994        1995
                                                           _______      ______
<S>                                                        <C>          <C>
Cash Flows from Operating Activities 
  Net Income .........................................     $    53      $  815
  Adjustments to reconcile to net cash from
    operating activities:                                   
      Cumulative effect of change in accounting
        principle ....................................         680           -
      Depreciation, depletion and amortization .......       1,702       1,537
      Deferred income taxes ..........................        (303)       (175)
      Earnings less (greater) than dividends from
        equity affiliates ............................          31         (18)
      Exploration expenses (includes noncash
        charges:  1994-$15; 1995-$24) ................         190         174
      Gain on sales of properties, plants and
        equipment and other assets ...................         (71)        (33)
      Decrease in working capital items ..............         419         206 
      Other, net .....................................         (41)         57 
                                                           -------      ------
Net Cash from Operating Activities ...................       2,660       2,563
                                                           -------      ------
Cash Flows from Investing Activities 
  Capital and exploration expenditures ...............      (1,665)     (1,778)
  Proceeds from sales of properties, plants and
    equipment and other assets .......................         173         217
  Payments attributable to investments and 
    long-term receivables ............................         (60)       (134)
                                                           -------      ------
Net Cash Used in Investing Activities ................      (1,552)     (1,695)
                                                           -------      ------
Cash Flows from Financing Activities 
  Cash dividends .....................................        (706)       (731)
  Proceeds from borrowings having original 
    terms greater than three months ..................         513       1,170
  Repayments of borrowings having original
    terms greater than three months ..................        (659)     (1,060)
  Decrease in other borrowings .......................        (301)       (242)
  Proceeds from issuance of common stock .............          30          46
  Purchase of common stock for treasury ..............         (38)       (143)
                                                           -------      ------
Net Cash Used in Financing Activities ................      (1,161)       (960)
                                                           -------      ------
Effect of Exchange Rate Changes on Cash and
  Cash Equivalents ...................................          50         (31)
                                                           -------      ------
Net Decrease in Cash and Cash Equivalents ............          (3)       (123)
Cash and Cash Equivalents - Beginning of Period ......         827         531 
                                                           -------      ------
Cash and Cash Equivalents - End of Period ............     $   824      $  408  
                                                           =======      ======

                                                                        
_______________________________________________________________________________
                                                                           
 Memo item                                                                 
                                                                           
 Net cash from operating activities ..................     $ 2,660     $ 2,563
 Net cash used in investing activities ...............      (1,552)     (1,695)
 Cash dividends ......................................        (706)       (731)
                                                           -------     ------- 
 Excess of cash from operating activities                  
   over investing activities and dividends ...........     $   402     $   137
                                                           =======     ======= 
______________________________________________________________________________
</TABLE>
                   The accompanying notes are an integral part of these
                       condensed consolidated financial statements

MOBIL                               - 3 -       

<PAGE>
       
                                                                      
                              MOBIL CORPORATION
             NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

1.  Basis of Financial Statements
  
  The condensed consolidated financial statements of Mobil Corporation (Mobil)
included herein are unaudited and have been prepared pursuant to the rules and
regulations of the Securities and Exchange Commission (SEC). Although certain
information normally included in financial statements prepared in accordance 
with generally accepted accounting principles has been condensed or omitted, 
Mobil believes that the disclosures are adequate to make the information 
presented not misleading. The condensed consolidated financial statements 
should be read in conjunction with the consolidated financial statements,
the notes thereto and the financial statement schedules included or
incorporated by reference in Mobil's Annual Report on Form 10-K
for its fiscal year ended December 31, 1994.

  The condensed consolidated financial statements included herein reflect all 
normal recurring adjustments that, in the opinion of management, are 
necessary for a fair presentaion.  The results for interim periods
are not necessarily indicative of trends or of results to be expected for a 
full year.

2.  Change in Accounting Principle

  Effective January 1, 1994, Mobil changed the method of accounting it uses to 
apply the lower of cost or market (LCM) test for its crude oil and product 
inventories.  The LCM test is now measured, and the results are recognized 
separately, on a country-by-country basis, and any resulting writedowns to 
market are recorded as permanent adjustments to the last-in, first-out (LIFO) 
cost of inventory in accordance with Accounting Research Bulletin No. 43, 
Chapter 4, "Inventory Pricing".  Previously, Mobil aggregated its worldwide
inventories into one pool for the determination of the LCM determination
of the LCM measurement. The $680 million after-tax charge to 1994 first
quarter net income represents the cumulative effect of this accounting change
as of January 1, 1994. The new method of applying the LCM test to the book 
value of inventories is preferable because Mobil's financial statements will 
better reflect local market conditions and exchange rates in the countries in  
which Mobil operates.

3. Restructurings

  During the second quarter of 1995, Mobil announced three major restructuring
programs affecting worldwide staff support services, United States (U.S.) 
downstream businesses, and European refining operations. The implementation of 
these three programs will result in the elimination of approximately 5,200 
positions and the closure of certain facilities, the costs of which are 
expected to total $789 million ($505 million after-tax), which was charged to
second quarter 1995 income. Of the total pre-tax amount, $575 million was
charged to selling and general expenses, primarily related to employee 
separation benefits and facility shutdown expenses.  The remaining $214 million
related to asset writedowns and was charged to depreciation, depletion, and
amortization.

MOBIL                            - 4 -

<PAGE>
3. Restructurings - continued

  Staff Support Services

  Mobil currently employs about 14,500 staff worldwide who provide financial,
computer, employee relations and other support services to the upstream, down-
stream and chemical businesses. Under a plan adopted in the second quarter of
1995, significant changes are being made in the way that these services are 
delivered so that the business units are provided with cost competitive 
services. This goal will be accomplished through organizational and 
operational changes that include establishing regional shared services groups, 
outsourcing of services, and providing the business units with the 
opportunity to control and direct the level of services they receive. These 
changes are expected to result in work force reductions of about 4,000
employees and be completed in 1996.

  Of the total $392 million charge for this program, cash outlays are expected
to total $324 million ($234 million after-tax), primarily related to employee
separation benefits. Non-cash costs involving the writedown to estimated 
realizable value of surplus facilities and equipment in the U.S. and United 
Kingdom are estimated to total $68 million ($52 million after-tax). 

  U.S. Marketing and Refining

  A program to implement work process improvements in U.S downstream businesses,
primarily refining, will reduce marketing and refining staff headcount by 
about 700 employees.  Implementation of these changes and associated initia-
tives will be substantially completed by the end of the first quarter of 1996.
The total reserve for this program will result in cash outlays of $62 million
($39 million after-tax) and relates to employee separation benefits.

  European Refining Operations

  Initiatives are being undertaken to improve the profitability of Mobil's 
European refining operations. These initiatives entail the closure of the 
Woerth refinery in Germany, together with improvements in work processes at 
refineries at Coryton, England and Gravenchon, France, and will eliminate 
about 500 jobs at the three locations. The closure of the Woerth refinery is 
expected to be substantially complete by the end of the second quarter of 
1996, while the restructuring programs at the Coryton and Gravenchon refineries 
will be implemented in stages prior to year-end 1996.

  Cash outlays for this program are expected to total $189 million ($111 million
after-tax), mainly related to employee separation and shutdown expenses. Non-
cash costs for writing off the investment at Woerth total $146 million ($69 
million after-tax).

MOBIL                              - 5 -

<PAGE>
4.  Supplementary Cash Flow Data

  The table below details the components of the line "Decrease in working 
capital items" which is shown in the Consolidated Statement of Cash Flows on 
page 3. The impact of changes in foreign currency translation rates has been 
removed from these amounts. Therefore, these amounts do not agree with the 
differences that could be derived from the Consolidated Balance Sheet amounts
shown on page 2.

<TABLE>

<CAPTION>
     ______________________________________________________________________ 
      (In millions)                                    For the Six Months 
                                                         Ended June 30,    
                                                      ____________________ 
                                                          1994      1995   
                                                         _____     _____   
       <S>                                               <C>       <C>
       Changes in Working Capital Items                                    
       (Increases)/decreases
                                                                           
       Accounts and notes receivable .................   $(141)    $  95   
       Inventories ...................................     (22)     (188)
       Prepaid expenses and other current assets .....    (107)     (140) 
       Accounts payable ..............................     217      (178)  
       Accrued liabilities ...........................     143       395   
       Income, excise, state gasoline and                                  
         other taxes payable .........................     329       222   
                                                         -----     -----   
       Decrease in working capital items .............   $ 419     $ 206   
                                                         =====     =====   
     ______________________________________________________________________   
</TABLE>

MOBIL                              - 6 -

       <PAGE>
                       
Item 2.  Management's Discussion and Analysis of Results of Operations and
Financial Condition.
<TABLE>
RESULTS OF OPERATIONS
<CAPTION>
 __________________________________________________________________________________ 
|                                                                                  | 
|  REPORTED EARNINGS               Second Quarter          First Six Months        |
|    (In Millions)                 ______________ Incr./  _________________  Incr./|
|                                    1994   1995 (Decr.)     1994    1995   (Decr.)|
|                                   _____  _____  _____    ______  ______  _______ |
  <S>                               <C>    <C>    <C>      <C>     <C>     <C>
| Petroleum Operations                                                             |
|   E&P - United States ........... $ (64) $  57  $ 121  | $   13  $  139  $   126 |
|       - International ...........   214    241     27  |    472     536       64 |
|                                   -----  -----  -----  | ------  ------  ------- |
|   Total E&P .....................   150    298    148  |    485     675      190 |
|                                   -----  -----  -----  | ------  ------  ------- |
|   M&R - United States ...........    39    (17)   (56) |    100     (17)    (117)|
|       - International ...........   150   (115)  (265) |    325      31     (294)|
|                                   -----  -----  -----  | ------  ------  ------- |
|   Total M&R .....................   189   (132)  (321) |    425      14     (411)|
|                                   -----  -----  -----  | ------  ------  ------- |
| Total Petroleum .................   339    166   (173) |    910     689     (221)|
|                                                        |                         |
| Chemical ........................   (76)   170    246  |    (61)    344      405 |
| Corporate and Other (a) .........   (11)   (84)   (73) |    (24)    (80)     (56)|
| Net Financing Expense ...........   (54)   (73)   (19) |    (92)   (138)     (46)|
|                                   -----  -----  -----  | ------  ------  ------- |
| Income Before Change in                                |                         | 
|   Accounting Principle ..........   198    179    (19) |    733     815       82 |
| Cumulative Effect of Change in                         |                         |
|   Accounting Principle (b).......     -      -      -  |   (680)      -      680 |
|                                   -----  -----  -----  | ------  ------  ------- |
| Net Income ...................... $ 198  $ 179  $ (19) | $   53  $  815  $   762 |
|                                   =====  =====  =====  | ======  ======  ======= |  
|__________________________________________________________________________________|
|                                                                                  |
|  OPERATING EARNINGS              Second Quarter          First Six Months        |
|    (Adjusted for Special Items)  ______________ Incr./   ________________  Incr./|
|       (In Millions)                1994   1995 (Decr.)     1994    1995   (Decr.)|
|                                   _____  _____  _____    ______  ______  _______ |
| Petroleum Operations                                   |                         | 
|   E&P - United States ........... $  79  $ 109  $  30  | $  156  $  191  $    35 |
|       - International ...........   256    266     10  |    514     561       47 |
|                                   -----  -----  -----  | ------  ------  ------- |
|   Total E&P .....................   335    375     40  |    670     752       82 |
|                                   -----  -----  -----  | ------  ------  ------- |
|   M&R - United States ...........    74     87     13  |    135      87      (48)|
|       - International ...........   150    153      3  |    325     299      (26)|
|                                   -----  -----  -----  | ------  ------  ------- |
|   Total M&R .....................   224    240     16  |    460     386      (74)|
|                                   -----  -----  -----  | ------  ------  ------- |
| Total Petroleum .................   559    615     56  |  1,130   1,138        8 |
|                                                        |                         |
| Chemical ........................    39    186    147  |     54     360      306 |
| Corporate and Other (a) .........   (31)   (22)     9  |    (44)    (18)      26 |
| Net Financing Expense ...........   (54)   (73)   (19) |    (92)   (138)     (46)|
|                                   -----  -----  -----  | ------  ------  ------- |
| Income Excluding Special Items                         |                         |
|   and Change in Accounting                             |                         |
|   Principle .....................   513    706    193  |  1,048   1,342      294 |
| Special Items (table on page 8) .  (315)  (527)  (212) |   (315)   (527)    (212)|
|                                   -----  -----  -----  | ------  ------  ------- |
| Income Before Change in                                |                         |
|   Accounting Principle...........   198    179    (19) |    733     815       82 |
| Cumulative Effect of Change in                         |                         |
|   Accounting Principle (b)........    -      -      -  |   (680)      -      680 |
|                                   -----  -----  -----  | ------  ------  ------- |
| Net Income .......................$ 198  $ 179  $ (19) | $   53  $  815  $   762 |
|                                   =====  =====  =====  | ======  ======  ======= |
|__________________________________________________________________________________|

 (a) Corporate and Other includes the results from Real Estate operations, 
     Mining and Minerals, administrative expenses and other corporate items.    
 (b) Reflects the impact of the change in the method of applying the lower of 
     cost or market test for crude oil and product inventories, effective 
     January 1, 1994.
</TABLE>

MOBIL                              - 7 -
<PAGE>
<TABLE>
<CAPTION>
 __________________________________________________________________________________
                                                                           
   SPECIAL ITEMS                       Second Quarter      First Six Months    
     (In Millions)                     ______________      ________________    
                                         1994    1995        1994     1995    
                                        _____   _____       _____    _____    
 <S>                                    <C>     <C>         <C>      <C>
                                                        |
  Restructuring Provisions ...........  $ (95)  $(505)  |   $ (95)   $(505)
  Asset Sales ........................      -     (22)  |       -      (22)
  Asset Writedowns ...................   (220)      -   |    (220)       - 
                                        -----   -----   |   -----    -----     
                                                        |                     
    Total Special Items ..............  $(315)  $(527)  |   $(315)   $(527)
                                        =====   =====       =====    =====     

__________________________________________________________________________________
</TABLE>
<TABLE>
<CAPTION>
__________________________________________________________________________________
                                                                          
  REVENUES BY SEGMENT                Second Quarter           First Six Months    
    (In Millions)                                  Incr./                   Incr./ 
                                                  (Decr.)                  (Decr.) 
                                     1994     1995    %       1994     1995    % 
                                  _______  _______  ____    _______ _______  ____
 <S>                              <C>      <C>       <C>    <C>     <C>       <C>
 Exploration & Producing .......  $ 1,479  $ 1,748   18  |  $ 3,149 $ 3,575    14
 Marketing & Refining ..........   13,624   15,559   14  |   26,112  29,889    14
 Chemical ......................      996    1,463   47  |    1,829   2,814    54
 Corporate & Other .............      116       79  (32) |      243     198   (19)
                                  _______  _______       |  _______ _______          
   Total Revenues ..............  $16,215  $18,849   16  |  $31,333 $36,476    16 
                                  =======  =======       |  ======= =======
__________________________________________________________________________________
</TABLE>
CONSOLIDATED RESULTS OVERVIEW

SECOND QUARTER 1995 COMPARED WITH SECOND QUARTER 1994

  Consolidated second quarter net income was $179 million, a decrease of 
$19 million from the $198 million earned in the second quarter of 1994. Net
income per common share for the second quarter of 1995 was $.42, compared with
$.46 for the second quarter of 1994. This year's second quarter included
special charges of $527 million (including $505 million for the previously
announced restructuring of worldwide staff support services, marketing and
refining operations in the U.S. and refining operations in Europe). Last year's
second quarter included special charges totaling $315 million for North
American property writedowns and worldwide Chemical restructuring. Excluding
the special charges in both periods, second quarter 1995 operating income of
$706 million increased $193 million, or 38%, from the comparable period last
year.

  The significant increase in operating income was primarily due to higher
income in the Chemical businesses as a result of improved industry conditions
and better operating performance, including lower costs following
restructuring. In Exploration and Producing, higher worldwide crude oil prices,
up more than $2.00/bbl. from last year's depressed levels, and lower expenses
more than offset the impact of lower natural gas prices in North America and
the United Kingdom. In Marketing and Refining, improved worldwide operating
performance, stronger lube income, and lower expenses more than offset weaker
margins overseas.

MOBIL                                - 8 -

<PAGE>
Consolidated Results Overview - continued

  This quarter, following comprehensive reviews, Mobil announced plans for the
realignment of worldwide staff support services and for further restructuring
of marketing and refining in the Unites States.  Major European refining
initiatives were also announced, including closure of the Woerth refinery in
Germany and restructuring of Mobil's manufacturing base in Northwest Europe.
These actions should result in a worldwide work force reduction of
approximately 5,200 positions, lower manufacturing costs in Mobil's key U.S.
and Northwest European markets, and savings of over $1 billion annually. In
addition, consistent with Mobil's long-term strategy of focusing investments in
core business areas, a letter of intent was signed for the sale of Mobil's
South Fort Meade phosphate mine in Florida.

  Mobil is also taking advantage of attractive opportunities for growth which
are expected to benefit future earnings.  Announcements during the second
quarter of 1995 included (1) the acquisition of deep water reserves in the Gulf
of Mexico; (2) a major discovery offshore Nigeria, where Mobil is already the
second largest producer of oil and condensate; (3) successful bids for
exploration rights in the North Sea, both in the Danish sector and the United
Kingdom 16th Round; and (4) the acquisition of Elf Aquitaine's service station
network in The Netherlands.

  Worldwide revenues in the second quarter of 1995 of $18,849 million were
$2,634 million higher than revenues in the second quarter of 1994, reflecting
higher worldwide chemical, crude oil and product prices, and higher U.S.
product sales volumes. Crude oil, products and operating supplies and expenses
increased by $1,759 million to $10,598 million due to higher crude and product-
related costs and higher U.S. sales volumes. Exploration expenses decreased $29
million, reflecting reduced activity and a lower cost program, combined with
reduced dry well expenses resulting from greater drilling success than in the
prior year. Selling and general expenses rose $524 million to $1,868 million,
primarily due to special charges for restructuring initiatives. Depreciation,
depletion and amortization expenses were $166 million lower, largely due to
asset writedowns recorded in the second quarter of 1994. Interest and debt
discount expenses decreased $18 million to $117 million, principally reflecting
lower effective interest rates. Taxes other than income taxes increased $584
million to $4,739 million due to higher U.S. sales volumes, currency
translation effects and higher United Kingdom excise tax rates.

  Market fundamentals continue to be uncertain and volatile and are likely to
remain so in the near term. Worldwide crude oil prices showed strength early in
the quarter, but weakened in June. Refining margins have remained weak, and
North American natural gas prices have been depressed. In addition, margins in
Chemical, which have been very strong this year, are showing early signs of
weakening from the current relatively high levels.  

MOBIL                             - 9 -

<PAGE>
Consolidated Results Overview - continued

FIRST SIX MONTHS 1995 COMPARED WITH FIRST SIX MONTHS 1994

  For the first six months of 1995, reported net income was $815 million,
compared with $733 million for the same period of 1994 (excluding the effect of
last year's $680 million charge for the change in accounting principle related
to inventories). First half 1995 net income included special charges of $527
million, primarily for the realignment of worldwide staff support services and
restructuring of marketing and refining operations in the U.S. and refining
operations in Europe. Net special charges totaling $315 million for North
American property writedowns and Chemical restructuring were included in the
comparable period of 1994.

  Excluding special items and the accounting change, first half 1995 operating
income of $1,342 million was up $294 million, or 28%, from the comparable
period of 1994. This improvement was mainly due to higher Chemical income, up
$306 million, reflecting better margins and operating performance. In petroleum
operations, income was essentially flat, despite significantly weaker
international refining margins and North American natural gas prices, partly
offset by stronger worldwide crude oil prices. The net unfavorable impact of
these industry fundamentals was wholly offset by benefits from business
initiatives. In particular, expenses in worldwide Marketing and Refining and
U.S. Exploration and Producing were lower, and worldwide lube income in
Marketing and Refining was stronger.

  Six month 1995 revenues of $36,476 million were $5,143 million higher than
revenues in the first half of 1994 because of higher worldwide chemical, crude
oil and product prices, higher U.S. product sales volumes and currency
translation effects. Crude oil, products and operating supplies and expenses
increased by $3,667 million to $20,601 million due to increased crude and
product-related costs and higher U.S. sales volumes. Exploration expenses
decreased $16 million to $174 million reflecting reduced activity and a lower
cost program, combined with reduced dry well expenses resulting from greater
drilling success than in the prior year. Selling and general expenses rose $531
million to $3,124 million, primarily due to special charges for restructuring
initiatives. Depreciation, depletion and amortization expenses were $165
million lower largely due to asset writedowns in the second quarter of 1994.
Interest and debt discount expenses decreased $23 million to $232 million,
principally reflecting lower effective interest rates. Taxes other than income
taxes increased $1,016 million to $8,998 million due to higher U.S. sales
volumes, currency translation effects and higher United Kingdom excise tax
rates. Income tax expense increased $51 million over the prior year largely as
a function of higher pre-tax income.

MOBIL                              - 10 -

<PAGE>
<TABLE>
<CAPTION>
Exploration and Producing
_________________________________________________________________________________   
                                                                           
  Exploration and Producing         Second Quarter          First Six Months    
    Selected Operating Data                    Incr./                    Incr./
                                              (Decr.)                   (Decr.) 
                                 1994   1995  Vol.  %     1994   1995  Vol.    % 
                                _____  _____  ___  __    _____  _____ ______  __ 
  <S>                            <C>    <C>   <C>  <C>     <C>   <C>    <C>   <C>
  Net Crude Oil and NGL                                |                      
    Production (TBD)   - U.S.     291    285   (6) (2) |   293    287     (6) (2)
                       - Intl.    549    522  (27) (5) |   558    517    (41) (7)
                                -----  -----  ---      | -----  -----  -----    
      Total ..................    840    807  (33) (4) |   851    804    (47) (6) 
                                =====  =====  ===      | =====  =====  =====    
  Net Natural Gas                                      |                       
    Production (MMCFD) - U.S.   1,553  1,528  (25) (2) | 1,566  1,511    (55) (4)
                       - Intl.  2,885  2,954   69   2  | 3,196  3,247     51   2
                                -----  -----  ---      | -----  -----  -----    
      Total ..................  4,438  4,482   44   1  | 4,762  4,758     (4)  -
                                =====  =====  ===      | =====  =====  =====    
  Natural Gas Sales                                    |
    (MMCFD)            - U.S.   2,646  3,479  833  31  | 2,686  3,588    902  34
                       - Intl.  2,908  3,038  130   4  | 3,222  3,334    112   3
                                -----  -----  ---      | -----  -----  -----    
      Total ..................  5,554  6,517  963  17  | 5,908  6,922  1,014  17
                                =====  =====  ===      | =====  =====  =====    
_________________________________________________________________________________
</TABLE>
SECOND QUARTER 1995 COMPARED WITH SECOND QUARTER 1994 

  Exploration and Producing income of $298 million was $148 million higher 
than the second quarter of last year. The current quarter included $77 million
of special charges; $55 million related to the restructuring of staff support
services, and $22 million related to losses on U.S. asset sales. Last year's 
second quarter included $185 million of special charges resulting from the 
writedown of a producing property and the writeoff of certain non-producing 
properties, all in North America. Excluding special items, operating income of
$375 million was $40 million higher than last year.

  In the U.S., operating income increased $30 million to $109 million, as higher
crude oil prices and lower operating expenses more than offset significantly 
lower natural gas prices.

  International operating income was $266 million, up $10 million from the prior
year. Higher crude oil and Indonesian LNG prices more than offset lower natural
gas prices in Canada and the United Kingdom and lower liquids volumes. Crude oil
production in Nigeria was lower due to a rupture in the export pipeline, which 
was repaired and placed back in operation by the end of July. New capacity to be
streamed later this year will help mitigate this loss in production.

FIRST SIX MONTHS 1995 COMPARED WITH FIRST SIX MONTHS 1994

  Exploration and Producing income of $675 million was $190 million higher than
last year. Excluding previously mentioned special items (1995 special charges
of $77 million, 1994 special charges of $185 million), operating income of 
$752 million was up $82 million, or 12%, from 1994. Higher worldwide crude oil
prices and lower expenses more than offset the impact of lower natural gas 
prices in North America. 

MOBIL                            - 11 -


<PAGE>
Marketing and Refining
<TABLE>
<CAPTION>
________________________________________________________________________________
       
  Marketing and Refining             Second Quarter         First Six Months   
   Selected Operating Data                       Incr./                  Incr./ 
                                                (Decr.)                 (Decr.)
                                  1994    1995  Vol.  %    1994   1995  Vol.  % 
                                 _____   _____  ___  __   _____  _____  ___  __ 
  <S>                            <C>     <C>    <C>  <C>  <C>    <C>    <C>  <C>
  Petroleum Product
    Sales (TBD)         - U.S.   1,164   1,255   91   8 | 1,138  1,255  117  10
                        - Intl.  1,891   1,830  (61) (3)| 1,858  1,862    4   -
                                 -----   -----  ---     | -----  -----  ---    
       Total ..................  3,055   3,085   30   1 | 2,996  3,117  121   4
                                 =====   =====  ===     | =====  =====  ===    
                                                        |
  Refinery Runs (TBD)   - U.S.     876     884    8   1 |   851    894   43   5
                        - Intl.  1,246   1,224  (22) (2)| 1,201  1,234   33   3 
                                 -----   -----  ---     | -----  -----  ---    
       Total ..................  2,122   2,108  (14) (1)| 2,052  2,128   76   4
                                 =====   =====  ===     | =====  =====  ===    
________________________________________________________________________________
</TABLE>
SECOND QUARTER 1995 COMPARED WITH SECOND QUARTER 1994 

  Marketing and Refining reported a net loss of $132 million for the second
quarter of 1995 compared with net income of $189 million for the comparable
period last year. Excluding current year special charges of $372 million which
relate to previously mentioned restructuring initiatives, and excluding a
special charge of $35 million for property writedowns in the prior year,
Marketing and Refining operating income of $240 million was $16 million higher
than the previous year.

  Operating income in the U.S. was $87 million, up $13 million, reflecting 
lower operating expenses, higher sales volumes, and increased lube income, as
well as improved industry margins. These improvements were largely offset by
higher costs this year associated with production of reformulated gasoline.

  International operating income was $153 million, up $3 million. Benefits 
from ongoing business initiatives, including expense savings in Europe, as
well as the increased contribution from the Singapore refinery upgrade, 
offset weaker worldwide refining margins.

FIRST SIX MONTHS 1995 COMPARED WITH FIRST SIX MONTHS 1994

  Marketing and Refining income was $14 million, a reduction of $411 million
from the comparable period last year. Excluding the previously noted special
items (charges of $372 million in 1995 and $35 million last year), operating
income of $386 million was $74 million lower than last year. Increased U.S.
gasoline and distillate sales volumes, reduced operating expenses and lower
refinery downtime were more than offset by weaker refining margins and higher
costs this year associated with production of reformulated gasoline.

MOBIL                              - 12 -

<PAGE>
Chemical

SECOND QUARTER AND FIRST SIX MONTH COMPARISONS OF 1995 WITH 1994

  Chemical income of $170 million in the second quarter of 1995 increased $246
million compared with the same period in the prior year. Excluding special
charges for restructuring initiatives in both periods ($16 million in 1995 and
$115 million in 1994), operating earnings were $186 million in the current
year, an increase of $147 million over 1994. This improvement reflected better
industry fundamentals in most chemical businesses, particularly polyethylene
resin. Income also benefited from the Singapore petrochemical complex, and from
business initiatives, notably in plastics fabricating and petrochemicals.

  In the first six months of 1995, Chemical income was $344 million compared
with a loss of $61 million in the same period last year. Excluding the special
charges referred to above, Chemical operating income of $360 million was $306
million higher than in the previous year. This improvement reflects the same
factors which contributed to the higher operating income in the current
quarter.

Corporate and Other

SECOND QUARTER AND FIRST SIX MONTH COMPARISONS OF 1995 WITH 1994

  Corporate and Other expense, excluding special items relating to
restructuring initiatives, was $22 million in the second quarter of 1995,
$9 million lower than in the prior year.

  For the first six months of 1995, Corporate and Other expense, excluding
special items, was $18 million, an improvement of $26 million compared with the
prior year, principally reflecting favorable real estate operations due to the
sale of an office complex in Arlington, Virginia.

Net Financing Expense

SECOND QUARTER AND FIRST SIX MONTH COMPARISONS OF 1995 WITH 1994

  Net Financing Expense for the second quarter of 1995 was $73 million, 
$19 million higher than in the previous year, primarily reflecting higher
financing costs.

  For the first six months of 1995, Net Financing Expense was $138 million, up
$46 million from the previous year, for the same reason as noted for the
current quarter.

Accounting Standards

  In March, 1995, Financial Accounting Standard (FAS) 121, Accounting for the
Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed Of,
was issued but adoption is not required until 1996. This new standard requires
that assets be reported at fair value, if the related book values are deemed to
be impaired. The financial reporting impact that will result from the adoption
of FAS 121, currently being reviewed, is not known at this time.

MOBIL                              - 13 -

<PAGE>
DISCUSSION OF FINANCIAL CONDITION

  At June 30, 1995, total current assets of $11,648 million were $467 million
higher than at year-end 1994. The increases in accounts and notes receivable,
inventories, prepaid expenses and deferred income tax asset balances partly
reflect currency translation effects arising from the strengthening, relative
to the U.S. dollar, of currencies in the international areas where Mobil
conducts business. Other factors include the impact of higher petroleum
products and petrochemical sales volumes and prices, partly offset by reduced
third party crude oil trade sales volumes and timing of collection of
receivables. Additionally, deferred income tax asset balances were higher due
to increases in book reserves relating to restructuring initiatives.

  Investments and long-term receivables increased $527 million, primarily due
to currency translation effects and continuing investment in Qatar LNG
projects.

  Net properties, plants and equipment increased $245 million to $25,748
million. Capital expenditures and currency translation effects more than offset
depreciation and asset sales and retirements.

  Total current liabilities of $14,066 million at June 30, 1995 increased $648
million from year-end 1994. This increase primarily reflects provision for
restructuring initiatives, higher taxes payable associated with increased sales
volumes and currency translation effects, partly offset by a seasonal decrease
in product purchases and timing of certain payments at year-end 1994.

  Total debt of Mobil and its subsidiaries was $7,668 million at June 30, 1995,
down $59 million from year-end 1994. The debt-to-capitalization ratio was 30%
at June 30, 1995, compared with 31% at year-end 1994. 

  Shareholders' equity rose $444 million during the first six months of 1995,
primarily due to currency translation effects which were noted above. In
addition, earnings retained in the business at June 30, 1995 increased $84
million reflecting net income of $815 million less dividends of $731 million.

  During the first six months of 1995, net cash generated from operating
activities was $2,563 million, $137 million more than the cash requirements for
investing activities and dividends. (Refer to table on page 3.)

MOBIL                             - 14 -

<PAGE>
DISCUSSION OF FINANCIAL CONDITION - continued

  Worldwide capital and exploration expenditures for the second quarter of 1995
were $960 million, an increase of $13 million from the comparable period last
year. For the first six months of 1995, worldwide capital and exploration
expenditures were $1,778 million, compared with $1,665 million for the year
earlier period. 
<TABLE>
<CAPTION>
____________________________________________________________________________ 
 
CAPITAL AND EXPLORATION    
  EXPENDITURES                          Second Quarter     First Six Months 
 (In Millions)                         
                                          1994     1995       1994     1995     
                                          ____     ____     ______   ______
 <S>                                      <C>      <C>      <C>      <C>
 Petroleum Operations                                    |
   Exploration & Producing - U.S. ...     $141     $150  |  $  240   $  245 
                           - Intl. ..      280      362  |     481      660
   Marketing & Refining    - U.S. ...      124      115  |     241      239  
                           - Intl. ..      203      181  |     305      324
 Chemical ...........................       54       52  |     119       92
 Corporate & Other ..................       37       21  |      89       44     
                                          ----     ----  |  ------   ------
     Total Capital Expenditures .....      839      881  |   1,475    1,604
                                                         |
 Exploration Expenses      - U.S. ...       25        8  |      37       26     
                           - Intl. ..       83       71  |     153      148
                                          ----     ----  |  ------   ------
     Total Exploration Expenses .....      108       79  |     190      174
                                          ----     ----  |  ------   ------
       Total Capital and                                 |
         Exploration Expenditures ...     $947     $960  |  $1,665   $1,778
                                          ====     ====  |  ======   ======

____________________________________________________________________________ 
</TABLE>

  Return on average shareholders' equity was 10.7% for the twelve month period
ended June 30, 1995, compared with 10.4% for the calendar year 1994 (excluding
the cumulative effect of the change in accounting principle). Return on average
capital employed for the twelve month period ended June 30, 1995 was 8.6%,
compared with 8.4% for the calendar year 1994 (excluding the cumulative effect
of the change in accounting principle).

  Whenever external financing is needed, Mobil and its subsidiary companies
have ready access to multiple capital markets, including significant bank
credit lines. 

  At June 30, 1995, Mobil had effective shelf registration statements on file
with the SEC permitting the offer and sale of $1,815 million of debt
securities. Shelf registrations allowing the issuance of U.S. $911 million of
Euro-Medium-Term Notes and bonds having a principal amount of 30 billion
Japanese yen are also in place.

  On August 7, 1995, Mobil Australia Finance Company issued Euro-Medium-Term
Notes in the amount of 3 billion Japanese yen due November 9, 2000.
Additionally, Mobil Australia Finance Company has agreed to issue, on August
22, 1995, Euro-Medium-Term Notes in the amount of 3 billion Japanese yen due
November 20, 2000. Both issues are guaranteed by Mobil.

  At June 30, 1995, the Mobil Oil Corporation Employee Stock Ownership Plan
Trust (ESOP Trust) had an effective shelf registration on file with the SEC
permitting the offer and sale of $230 million of debt securities, guaranteed by
Mobil. The proceeds of any debt securities issued by the ESOP Trust thereunder
would be used to refund its existing indebtedness.

MOBIL                              - 15 -

<PAGE>
DISCUSSION OF FINANCIAL CONDITION - continued

CURRENT DEVELOPMENTS

Restructurings

  Mobil recorded a special charge in the second quarter of 1995 of $505 million
after-tax to cover costs of employee separation and facility closings for the
restructuring of staff support services, U.S. downstream businesses and
European refining operations. Mobil expects these restructuring programs, when
fully implemented by the end of 1996, to achieve significant annual pre-tax
savings as compared with 1994, as follows: staff support services $750 million,
U.S. downstream $300 million, European refining operations $80 million. Refer
to note 3 in the Notes To Condensed Consolidated Financial Statements on page 4
for further details of these programs and related special charges.

Nigeria

  Mobil is the operator of an upstream joint venture with the state-owned
Nigerian National Petroleum Corporation (NNPC). This joint venture produced
about 385 thousand barrels of crude oil and condensate per day (TBD) during the
second quarter of 1995 (Mobil share 154 TBD). 

  Although there continues to be political uncertainty, to date there has been
minimal impact upon Mobil's Nigerian operations; however, management continues
to monitor the situation.

MOBIL                               - 16 -

<PAGE>
                                     
SUMMARIZED FINANCIAL DATA


                           MOBIL OIL CORPORATION

  Summarized financial data for Mobil Oil Corporation, a wholly-owned
subsidiary of Mobil Corporation, follow. Net obligations to Mobil 
Corporation amounted to $1,737 million at December 31, 1994, and 
$998 million at June 30, 1995.
<TABLE>
<CAPTION>
________________________________________________________________________
                                                                        
   (In millions)                                Dec. 31,     June 30,   
                                                   1994         1995    
                                                _______      _______    
     <S>                                        <C>          <C>
     Current assets ..........................  $12,942      $14,298          
     Noncurrent assets .......................   25,006       25,727         
     Current liabilities .....................  (12,398)     (13,286)          
     Long-term debt ..........................   (6,639)      (6,561)          
     Deferred credits and other liabilities ..   (4,899)      (5,202)          
     Minority interests, primarily                                 
       Mobil Corporation .....................   (1,165)      (1,212)          
                                                -------      -------    
     Net assets ..............................  $12,847      $13,764          
                                                =======      =======    
</TABLE>
<TABLE>
<CAPTION>
                                                                        
                                            For the Six Months Ended    
                                                     June 30,          
                                            _________________________   
                                                   1994         1995    
                                                _______      _______    
     <S>                                        <C>          <C>
     Gross revenues ..........................  $29,669      $34,700          
     Income before taxes and change in
       accounting principle ..................  $   994      $ 1,108
     Income after taxes but before change in
       accounting principle ..................  $   366      $   494
     Cumulative effect of change in accounting
       principle (a)..........................     (680)           -
     Net income (loss) .......................  $  (314)     $   494



     (a) Reflects the adoption, effective January 1, 1994, of a change 
         in the accounting method used to apply the lower of cost or
         market test for crude oil and product inventories.
                                                                        
________________________________________________________________________
</TABLE>
                                                   
MOBIL                           - 17 -

<PAGE>
                        PART II - OTHER INFORMATION


Item 1.  Legal Proceedings.

  Environmental Litigation.

  Mobil periodically receives notices from the Environmental Protection Agency
(EPA) or equivalent agencies at the state level that Mobil is a "potentially
responsible party" under Superfund or equivalent state legislation with respect
to various waste disposal sites. The majority of these sites are either still
under investigation by the EPA or the state agencies concerned, or under
remediation, or both. In certain instances, Mobil and other potentially
responsible parties have been named in court or administrative proceedings by
federal or state agencies seeking the cleanup of these sites. Mobil has also
been named as a defendant in various suits brought by private parties alleging
injury from disposal of wastes at these sites. The ultimate impact of these
proceedings on the business or accounts of Mobil cannot be predicted at this
time due to the large number of other potentially responsible parties and the
speculative nature of cleanup cost estimates, but based on our long experience
in managing environmental matters, we do not anticipate that the aggregate
level of future remediation costs will increase above recent levels so as to
materially and adversely affect our consolidated financial position or
liquidity.

  A previously reported proceeding, brought September 23, 1993 by the
Environmental Protection Agency ("EPA") under the Toxic Substance Control Act
and seeking a penalty of $116,000, was settled by the payment of $60,798. The
EPA had alleged that Mobil Oil Corporation violated applicable law and
regulations concerning inspections of PCB transformers and record keeping,
waste storage, handling and notification.

  The foregoing proceeding is not of material importance in relation to Mobil's
accounts and is described in compliance with SEC rules requiring disclosure of
such proceedings although not material.

 Other Than Environmental Litigation.

  Mobil and its subsidiaries are engaged in various litigations and have a
number of unresolved claims pending. While the amounts claimed are substantial
and the ultimate liability in respect of such litigations and claims cannot be
determined at this time, Mobil is of the opinion that such liability, to the
extent not provided for through insurance or otherwise, is not likely to be of
material importance in relation to its accounts.

  Mobil has provided in its accounts for items and issues not yet resolved
based on management's best judgement.

  The Internal Revenue Service (IRS) has investigated the pricing of Saudi
Arabian crude oil by Mobil and the other Arabian American Oil Co. (Aramco)
shareholder companies during the period 1979-1984. In January 1992, the IRS
assessed a tax deficiency against Mobil of about $300 million on this so-called
"Aramco Advantage" issue for tax years 1980 and 1981. In April 1992, Mobil
filed a petition in the U.S. Tax Court challenging the IRS deficiency notice.

MOBIL                             - 18 -

<PAGE>
Legal Proceedings - continued

If the IRS were ultimately to prevail, tax deductible interest in excess of
$1 billion would also be due. Mobil is presently negotiating with the IRS to
resolve the "Aramco Advantage" and certain other tax issues. If a court trial
is required, final resolution could be several years away. In December 1993,
the U.S. Tax Court held that the IRS had exceeded its authority in making large
adjustments to increase the taxable income of Exxon Corporation and Texaco Inc.
(former Aramco shareholders) on the "Aramco Advantage" issue. It is anticipated
that the IRS will appeal this decision.

Item 2.  Changes in Securities.
  None.

Item 3.  Defaults Upon Senior Securities.
  None.

Item 4.  Submission of Matters to a Vote of Security Holders.

  At the Annual Meeting of the Shareholders of Mobil Corporation on May 11,
1995, the following matters were voted upon:

  A management resolution relating to the approval of the 1995 Mobil incentive
compensation and stock ownership plan was approved with 270,550,258 votes in
favor, 68,396,741 votes against and 5,618,018 votes abstained.

  A shareholder resolution relating to limiting authority to issue preferred
stock was defeated with 185,569,941 votes against, 121,220,618 votes in favor
and 7,269,196 votes abstained.

  A shareholder resolution relating to limitations on the composition of the
Board was defeated with 283,736,269 votes against, 22,989,671 votes in favor
and 7,342,157 votes abstained.

  The text of the above proposals is incorporated by reference to Items 3, 4
and 5 of Mobil's definitive Proxy Statement dated March 20, 1995, filed with
the SEC pursuant to Regulation 14A on March 20, 1995.

Item 5.  Other Information.
  None.

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

  Exhibits.

    The following exhibits are filed with this report:

         11.  Computation of Earnings Per Common Share
         12.  Computation of Ratio of Earnings to Fixed Charges
         27.  Financial Data Schedule

MOBIL                           - 19 -

<PAGE>
Exhibits and Reports on Form 8-K - continued

Reports on Form 8-K. 

    Mobil filed the following Form 8-K, Current Reports during and
    subsequent to the end of the second quarter:

       Date of 8-K                Description of 8-K                         

    April 24, 1995  Submitted a copy of the Mobil News Release dated April 24,
                    1995, reporting estimated earnings for the first quarter
                    of 1995.

    May 1, 1995     Submitted a copy of the Mobil News Release dated May 1,
                    1995, announcing a major restructuring of the company's
                    worldwide staff support services.

    June 1, 1995    Submitted a copy of the Mobil News Release dated May 31,
                    1995 announcing the major restructuring of the company's
                    European refining operations.

    July 6, 1995    Submitted a copy of the Mobil Corporation By-Laws, as
                    amended to June 14, 1995.

    July 24, 1995   Submitted a copy of the Mobil News Release dated July 24,
                    1995, reporting estimated earnings for the second quarter
                    of 1995.









                                  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.

REGISTRANT                   MOBIL CORPORATION


BY                           /S/ROBERT C. MUSSER
                             -----------------------------             
NAME AND TITLE               Robert C. Musser, Controller;
                                   Principal Accounting Officer

DATE                         August 8, 1995


MOBIL                            - 20 -

<PAGE>

                                EXHIBIT INDEX

EXHIBIT                                         SUBMISSION MEDIA
-------                                         ----------------

  11.  Computation of Earnings Per                Electronic
       Common Share 

  12.  Computation of Ratio of Earnings           Electronic
       to Fixed Charges 

  27.  Financial Data Schedule                    Electronic

MOBIL                                - 21 -


<TABLE>
                                   Exhibit 11. 
  
                                MOBIL CORPORATION
                    COMPUTATION OF EARNINGS PER COMMON SHARE 
                  (Millions of dollars except per-share amounts;
                         number of shares in thousands)

<CAPTION>

                                                              For the Three Months
                                                                 Ended June 30,
                                                              ____________________

Primary                                                            1994       1995 
_______                                                        ________   ________
  <S>                                                          <C>        <C>

  Net income ................................................  $    198   $    179
  Less dividends on preferred stock .........................        14         14
                                                               --------   --------
  Net income applicable to common shares ....................  $    184   $    165
                                                               --------   --------
  Weighted average number of primary common shares
    Outstanding .............................................   398,356    395,804 
    Issuable on assumed exercise of stock options ...........     3,002      4,219
                                                               --------   --------
       Total ................................................   401,358    400,023
                                                               ========   ========
  Primary earnings per common share .........................  $    .46   $    .41
                                                               ========   ========
Fully Diluted
_____________
                                                                               
  Net income ................................................  $    198   $    179     
  Less additional contribution to ESOP (a) ..................         -          -
  Less dividends on preferred stock (a) .....................        14         14
                                                               --------   --------
  Adjusted net income applicable to common shares ...........  $    184   $    165   
                                                               ========   ========

  Weighted average number of primary common shares ..........   401,358    400,023
  Increment to assumed exercise of stock options to 
    reflect maximum dilutive effect .........................       194          -
  Assumed conversion of preferred stock (a) .................         -          -
                                                               --------   --------
       Total ................................................   401,552    400,023
                                                               ========   ========
  Fully diluted earnings per common share ...................  $    .46   $    .41 
                                                               ========   ========

___________

This Exhibit is included to show that dilution of earnings per common share is
immaterial and therefore not necessary for presentation on the Consolidated 
Statement of Income.

(a) For the three months ended June 30, 1994 and June 30, 1995, the incremental 
    shares attributable to the assumed conversion of preferred stock were not 
    considered for the fully diluted earnings per share calculation due to 
    their antidilutive effect.
</TABLE>

MOBIL                               - 22 -

<PAGE>
<TABLE>
                             Exhibit 11. (concluded)

                                MOBIL CORPORATION
                     COMPUTATION OF EARNINGS PER COMMON SHARE
                   (In Millions, except for per-share amounts; 
                          number of shares in thousands)
<CAPTION>
                                                                    For the Six Months
                                                                      Ended June 30, 
                                                                                        

Primary                                                                1994         1995
                                                                   --------     --------
  <S>                                                              <C>          <C>                                            

  Income before change in accounting principle ..................  $    733     $    815
  Less dividends on preferred stock .............................        29           28
                                                                   --------     -------- 
  Adjusted income applicable to common shares before  
    change in accounting principle ..............................  $    704     $    787
  Cumulative effect of change in accounting principle ...........      (680)           -  
                                                                   --------     -------- 
  Adjusted net income applicable to common shares ...............  $     24     $    787
                                                                   ========     ========
  Weighted average number of primary common shares
    Outstanding .................................................   398,346      395,823
    Issuable on assumed exercise of stock options ...............     2,976        3,706
                                                                   --------    ---------    
           
        Total ...................................................   401,322      399,529
                                                                    =======    =========
  Primary earnings per common share
    Income applicable to common shares before change
      in accounting principle ...................................  $   1.75    $    1.97
    Cumulative effect of change in accounting principle .........     (1.69)           -
                                                                   --------     -------- 
  Net income per common share ...................................  $    .06     $   1.97
                                                                   ========     ======== 

Fully Diluted
             

  Income before change in accounting principle ..................  $    733     $    815
  Less additional contribution to ESOP ..........................         - (a)       11
  Less dividends on preferred stock .............................        29 (a)        -
                                                                   --------     --------
  Adjusted income applicable to common shares before
    change in accounting principle ..............................  $    704     $    804
  Cumulative effect of change in accounting principle ...........      (680)           -
                                                                   --------     --------
  Adjusted net income applicable to common shares ...............  $     24     $    804
                                                                   ========     ========

  Weighted average number of primary common shares ..............   401,322      399,529
  Increment to assumed exercise of stock options to 
    reflect maximum dilutive effect .............................       220          465
  Assumed conversion of preferred stock .........................         - (a)    9,436
                                                                   --------    ---------
        Total ...................................................   401,542      409,430
                                                                   ========    ========= 
  Fully diluted earnings per common share 
    Adjusted income before change in accounting
      principle .................................................  $   1.75    $    1.96
    Cumulative effect of change in accounting principle .........     (1.69)           -
                                                                   --------    ---------
  Net income per common share ...................................  $    .06    $    1.96
                                                                   ========    =========
___________

This Exhibit is included to show that dilution of earnings per common share is 
immaterial and therefore not necessary for presentation on the Consolidated 
Statement of Income.

(a) For the six months ended June 30, 1994, the incremental shares attributable
    to the assumed conversion of preferred stock were not considered for the 
    fully diluted earnings per share calculation due to their antidilutive 
    effect.

</TABLE>

MOBIL                             - 23 -


<TABLE>
                                   Exhibit 12.

                                MOBIL CORPORATION
                COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES
                                  (In millions)
<CAPTION>
                                                                            Six
                                                                           Months
                                                                           Ended
                                     Year Ended December 31,              June 30,
                              __________________________________________  ________ 
                                1990     1991     1992     1993     1994      1995
                              ______   ______   ______   ______   ______    ______
<S>                           <C>      <C>      <C>      <C>      <C>       <C>
Income Before Change in 
  Accounting Principle(s)..   $1,929   $1,920   $1,308   $2,084   $1,759    $  815
Add:
Income taxes ..............    2,515    2,105    1,567    1,931    1,919       995
Portion of rents
  representative of
  interest factor .........      342      344      319      339      340       170
Interest and debt
  discount expense ........      700      713      612      529(a)   461       232
Earnings (greater) less 
  than dividends from  
  equity affiliates........     (100)    (151)      36      265      (40)      (18)
                              ------   ------   ------   ------   ------    ------

Income as Adjusted ........   $5,386   $4,931   $3,842   $5,148   $4,439    $2,194
                              ======   ======   ======   ======   ======    ======
Fixed Charges:
Interest and debt 
  discount expense ........   $  700   $  713   $  612   $  529(a)$  461    $  232
Capitalized interest ......        7       20       42       42       37        17
Portion of rents 
  representative of
  interest factor .........      342      344      319      339      340       170
                              ------   ------   ------   ------   ------    ------
Total Fixed Charges .......   $1,049   $1,077   $  973   $  910   $  838    $  419
                              ======   ======   ======   ======   ======    ======
Ratio of Earnings to
  Fixed Charges ...........      5.1      4.6      3.9      5.7(a)   5.3       5.2
                              ======   ======   ======   ======   ======    ======


Note:
  For the years ended December 31, 1991, 1992, 1993, 1994 and the six months
ended June 30, 1995, Fixed Charges exclude $42 million, $37 million, 
$31 million, $37 million and $15 million, respectively, of interest expense
attributable to debt issued by the Mobil Oil Corporation Employee Stock 
Ownership Plan Trust and guaranteed by Mobil.


(a)  Excludes the favorable effect of $205 million of interest benefits from the
     resolution of prior-period tax issues.

MOBIL                             - 24 -


</TABLE>

<TABLE> <S> <C>

<ARTICLE> 5
<LEGEND> ART. 5 FDS FOR 2ND QUARTER 1995 10-Q
This schedule contains summary financial information extracted from the
June 30, 1995 Form 10-Q, and is qualified in its entirety by reference
to such financial statements.  
</LEGEND> 
<CIK> 0000067182
<NAME> MOBILCORP/ B. Johnson
<MULTIPLIER> 1,000,000
       
<S>                             <C>
<PERIOD-TYPE>                   6-MOS
<FISCAL-YEAR-END>                          DEC-31-1995
<PERIOD-END>                               JUN-30-1995
<CASH>                                             408
<SECURITIES>                                         0
<RECEIVABLES>                                    6,609
<ALLOWANCES>                                         0
<INVENTORY>                                      3,550
<CURRENT-ASSETS>                                11,648
<PP&E>                                          55,175
<DEPRECIATION>                                  29,427
<TOTAL-ASSETS>                                  42,819
<CURRENT-LIABILITIES>                           14,066
<BONDS>                                          4,672
<COMMON>                                           887
                                0
                                        734
<OTHER-SE>                                      15,969
<TOTAL-LIABILITY-AND-EQUITY>                    42,819
<SALES>                                         36,102 <F1>
<TOTAL-REVENUES>                                36,476 <F1>
<CGS>                                           20,601
<TOTAL-COSTS>                                   22,138
<OTHER-EXPENSES>                                 9,172
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                                 232
<INCOME-PRETAX>                                  1,810
<INCOME-TAX>                                       995
<INCOME-CONTINUING>                                815
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                       815
<EPS-PRIMARY>                                     1.97
<EPS-DILUTED>                                     1.96
<FN>
<F1> SALES AND TOTAL REVENUES INCLUDE $4,046 MILLION OF EXCISE 
AND STATE GASOLINE TAXES
</FN>
        

</TABLE>


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