MOBIL CORP
10-Q, 1996-08-13
PETROLEUM REFINING
Previous: UTILICORP UNITED INC, 10-Q, 1996-08-13
Next: MODERN CONTROLS INC, 10-Q, 1996-08-13






                             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, 1996


                      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, 1996, the
latest practicable date, was 393,873,854.






<PAGE>





                          MOBIL CORPORATION

                              Form 10-Q
                           Quarterly Report
                            June 30, 1996

                          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, 1995 and 1996 .......................  1
               Consolidated Balance Sheet at December 31, 1995
                 and June 30, 1996 ............................  2
               Consolidated Statement of Cash Flows for the
                 Six Months Ended June 30, 1995 and 1996 ......  3
               Notes to Condensed Consolidated Financial
                 Statements ...................................  4

    Item 2.  Management's Discussion and Analysis of Results
               of Operations and Financial Condition ..........  6


   PART II - OTHER INFORMATION

    Item 1.  Legal Proceedings ................................ 15
    Item 2.  Changes in Securities ............................ 16
    Item 3.  Defaults Upon Senior Securities .................. 16
    Item 4.  Submission of Matters to a Vote of Security
               Holders ........................................ 16
    Item 5.  Other Information ................................ 16
    Item 6.  Exhibits and Reports on Form 8-K ................. 16

   SIGNATURE .................................................. 18

   EXHIBIT INDEX .............................................. 19

    Exhibit 11.  Computation of Earnings per Common Share ..... 20
    Exhibit 12.  Computation of Ratio of Earnings to Fixed
                   Charges .................................... 22

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






<PAGE>




                      PART I - FINANCIAL INFORMATION

Item 1.  Condensed Consolidated Financial Statements

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

                                        For the Three Months| For the Six Months
                                            Ended June 30,  |   Ended June 30,
                                        ------------------- | ------------------
                                                            |
                                              1995     1996 |    1995     1996
                                            -------  ------ | -------  -------
Revenues                                                    |
  Sales and services (a) .................. $18,700  $19,262| $36,102  $37,790
  Income from equity investments, asset                     |
    sales, interest and other .............     149      258|     374      430
                                            -------  -------| -------  -------
                                                            |
    Total Revenues ........................  18,849   19,520|  36,476   38,220
                                            -------  -------| -------  -------
Costs and Expenses                                          |
  Crude oil, products and operating                         |
    supplies and expenses .................  10,598   11,228|  20,601   21,899
  Exploration expenses ....................      79       72|     174      148
  Selling and general expenses ............   1,868    1,239|   3,124    2,365
  Depreciation, depletion and amortization      868      603|   1,537    1,258
  Interest and debt discount expense ......     117       97|     232      213
  Taxes other than income taxes (a) .......   4,739    4,693|   8,998    9,227
  Income taxes ............................     401      805|     995    1,591
                                            -------  -------| -------  -------
    Total Costs and Expenses ..............  18,670   18,737|  35,661   36,701
                                            -------  -------| -------  -------
Net Income ................................ $   179  $   783| $   815  $ 1,519
                                            =======  =======| =======  =======
                                                            |
Net Income Per Common Share (b)............ $   .42  $  1.95| $  1.99  $  3.78
                                            =======  =======| =======  =======
                                                            |
Dividends Per Common Share ................ $  .925  $  1.00| $ 1.775  $ 1.925
                                            =======  =======| =======  =======
                                                            |
                                                            |
                                                            |
Notes:                                                      |
                                                            |
(a) Includes excise and state gasoline                      |
      taxes of ............................ $ 2,149  $ 2,235| $ 4,046  $ 4,372
                                                            |
(b) Based on net income less preferred                      |
      stock dividend requirements of ...... $    14  $    13| $    28  $    27
      divided by the weighted average                       |
      number of common shares outstanding                   |
      (000's) of .......................... 395,804  394,253| 395,823  394,371




                The accompanying notes are an integral part of
                   these condensed consolidated financial
                                 statements.

MOBIL                                - 1 -

<PAGE>






                              MOBIL CORPORATION
                          CONSOLIDATED BALANCE SHEET
                                 (In millions)

                                                             Dec. 31,   June 30,
                                     ASSETS                     1995       1996
                                                             -------    --------
Current Assets
  Cash and cash equivalents ................................ $   498    $   779
  Accounts and notes receivable ............................   7,316      7,173
  Inventories ..............................................   3,287      3,308
  Prepaid expenses and other current assets ................     642        745
  Deferred income taxes ....................................     313        227
                                                             -------    -------
    Total Current Assets ...................................  12,056     12,232

Investments and Long-Term Receivables ......................   4,184      6,207

Properties, Plants and Equipment ...........................  51,719     52,862
Less: Accumulated Depreciation, Depletion and Amortization .  26,869     27,690
                                                             -------    -------
Net Properties, Plants and Equipment .......................  24,850     25,172

Deferred Charges and Other Assets ..........................   1,048      1,034
                                                             -------    -------
    Total Assets ........................................... $42,138    $44,645
                                                             =======    =======

                    LIABILITIES AND SHAREHOLDERS' EQUITY

Current Liabilities
  Short-term debt .......................................... $ 2,127    $ 4,008
  Accounts payable .........................................   5,358      5,049
  Accrued liabilities ......................................   2,703      2,856
  Income, excise, state gasoline and other taxes payable ...   2,676      2,653
  Deferred income taxes ....................................     190        182
                                                             -------    -------
    Total Current Liabilities ..............................  13,054     14,748

Long-Term Debt .............................................   4,629      4,580
Reserves for Employee Benefits .............................   1,624      1,573
Accrued Restoration, Removal and Environmental Costs .......   1,254      1,258
Deferred Credits and Other Noncurrent Obligations ..........     884      1,221
Deferred Income Taxes ......................................   2,647      2,724
Minority Interest in Subsidiary Companies ..................      95        103
                                                             -------    -------
    Total Liabilities ......................................  24,187     26,207
                                                             -------    -------
Shareholders' Equity
  Preferred stock (ESOP-related) -- shares issued and
    outstanding: 92,864 at December 31, 1995 and
    90,397 at June 30, 1996 ................................     722        703
  Unearned employee compensation (ESOP-related) ............    (411)      (387)
  Common stock -- $2.00 par value; shares authorized:
    600,000,000; shares issued: 443,905,531 at December 31,
    1995 and 444,861,178 at June 30, 1996 ..................     888        890
  Capital surplus ..........................................   1,396      1,437
  Earnings retained in the business ........................  17,745     18,478
  Cumulative foreign exchange translation adjustment .......     (27)      (147)
  Common stock held in treasury, at cost -- shares:
    49,345,650 at December 31, 1995 and 50,886,450 at
    June 30, 1996 ..........................................  (2,362)    (2,536)
                                                             -------    -------
    Total Shareholders' Equity .............................  17,951     18,438
                                                             -------    -------
Total Liabilities and Shareholders' Equity ................. $42,138    $44,645
                                                             =======    =======


              The accompanying notes are an integral part of
                  these condensed consolidated financial
                               statements.

MOBIL                               - 2 -

<PAGE>



                               MOBIL CORPORATION
                      CONSOLIDATED STATEMENT OF CASH FLOWS
                                  (In millions)

                                                           For the Six Months
                                                             Ended June 30,
                                                           -------------------

                                                              1995        1996
                                                           -------     -------
Cash Flows from Operating Activities
  Net Income .........................................     $   815     $ 1,519
  Adjustments to reconcile to net cash from
    operating activities:
      Depreciation, depletion and amortization .......       1,537       1,258
      Deferred income taxes ..........................        (175)        179
      Earnings (greater) less than dividends from
        equity affiliates ............................         (18)        116
      Exploration expenses (includes noncash
        charges:  1995-$24; 1996-$9) .................         174         148
      Gain on sales of properties, plants and
        equipment and other assets ...................         (33)        (35)
      Decrease (increase) in working capital items....         206        (410)
      Other, net .....................................          57          13
                                                           -------     -------
Net Cash from Operating Activities ...................       2,563       2,788
                                                           -------     -------
Cash Flows from Investing Activities
  Capital and exploration expenditures ...............      (1,778)     (1,955)
  Proceeds from sales of properties, plants and
    equipment and other assets .......................         217         250
  Payments attributable to investments and
    long-term receivables ............................        (134)     (1,683)
                                                           -------     -------
Net Cash Used in Investing Activities ................      (1,695)     (3,388)
                                                           -------     -------
Cash Flows from Financing Activities
  Cash dividends .....................................        (731)       (786)
  Proceeds from borrowings having original
    terms greater than three months ..................       1,170         546
  Repayments of borrowings having original
    terms greater than three months ..................      (1,060)       (394)
  (Decrease) increase in other borrowings ............        (242)      1,647
  Proceeds from issuance of common stock .............          46          43
  Purchase of common stock for treasury ..............        (143)       (174)
                                                           -------     -------
Net Cash (Used in) Provided by Financing Activities ..        (960)        882
                                                           -------     -------
Effect of Exchange Rate Changes on Cash and
  Cash Equivalents ...................................         (31)         (1)
                                                           -------     -------
Net (Decrease) Increase in Cash and Cash Equivalents..        (123)        281
Cash and Cash Equivalents - Beginning of Period ......         531         498
                                                           -------     -------
Cash and Cash Equivalents - End of Period ............     $   408     $   779
                                                           =======     =======


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

 Memo:

 Net cash from operating activities ..................     $ 2,563     $ 2,788
 Net cash used in investing activities ...............      (1,695)     (3,388)
 Cash dividends ......................................        (731)       (786)
                                                           -------     -------
 Excess (shortfall) of cash from operating activities
   over investing activities and dividends ...........     $   137     $(1,386)
                                                           =======     =======
- ------------------------------------------------------------------------------



               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, 1995.

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


2. Acquisitions

  On February 14, 1996,  Mobil  announced that an Australian  subsidiary,  Mobil
Exploration  & Producing  Australia  Pty Ltd (MEPA) had  acquired a  substantial
equity position in Ampolex Limited  (Ampolex) and had made a proposal to acquire
the remaining  listed  securities of this Australian oil and gas company.  After
MEPA  revised  its  offer  in May  1996,  the  Board  of  Directors  of  Ampolex
recommended that the holders of Ampolex's  ordinary and preference shares accept
MEPA's  offer.  At June  30,  1996,  MEPA  had  purchased  approximately  99% of
Ampolex's   outstanding   ordinary  and   convertible   preference   shares  and
approximately 55% of its outstanding unsecured subordinated convertible 8% notes
(redeemable in 1998 at 3.30 Australian dollars per note).  Assuming the purchase
of the remaining  outstanding shares and notes under the terms MEPA offered, the
total purchase price will  approximate  $1,400 million,  of which $1,276 million
had been spent at June 30, 1996.

  In May 1995, Ampolex received requests from two companies seeking to convert a
total of 1,020,000 of Ampolex's then outstanding 22.7 million  convertible notes
in the ratio of 6.6 ordinary  shares for each  convertible  note on the basis of
their  interpretation  of the  clause in the  Convertible  Note  Trust Deed that
provides for the conversion ratio.

  Ampolex maintains that the correct  conversion ratio is one ordinary share for
each convertible note (1 to 1).  Accordingly,  Ampolex issued 1,020,000 ordinary
shares to the  companies  in exchange  for the notes.  On June 9, 1995,  Ampolex
initiated  proceedings  in the  Supreme  Court  of New  South  Wales,  Australia
seeking,  among other things,  declarations  that the proper conversion rate for
each note is 1 to 1. As of early August,  approximately  6.6 million of the 21.7
million outstanding notes had not been acquired by MEPA. The matter is currently
being litigated and the final outcome cannot be determined at this time.



MOBIL                             - 4 -

<PAGE>



2. Acquisitions - continued

  The  acquisition  of Ampolex will be recorded  using the  purchase  accounting
method for business  combinations and the excess of MEPA's investment in Ampolex
over the book value of  Ampolex's  net assets will be  allocated on the basis of
the estimated fair values of the net assets acquired.  At June 30, 1996,  MEPA's
investment in Ampolex has been  accounted for under the equity  method,  pending
the completion of the purchase price allocation. Ampolex will be consolidated in
Mobil's financial  statements  effective July 1, 1996.

  On May 16, 1996, Mobil announced that it had acquired a 25% equity interest in
the Tengiz oil field in the Republic of Kazakstan  for $1.1  billion.  The terms
provided for payments of $546  million  through June 30, 1996,  with the balance
payable in  installments  through the year 2000,  upon reaching  certain project
milestones.

3.  Supplementary Cash Flow Data

  The table below  details the  components of the line  "Decrease  (increase) 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.


     ----------------------------------------------------------------------
      (In millions)                                    For the Six Months
                                                         Ended June 30,
                                                      --------------------
                                                          1995      1996
                                                         -----     -----

       Changes in Working Capital Items
       (Increases)/decreases

       Accounts and notes receivable .................   $  95     $ (68)
       Inventories ...................................    (188)      (84)
       Prepaid expenses and other current assets .....    (140)     (114)
       Accounts payable ..............................    (178)     (152)
       Accrued liabilities ...........................     395       (17)
       Income, excise, state gasoline and
         other taxes payable .........................     222        25
                                                         -----     -----
       Decrease (increase) in working capital items ..   $ 206     $(410)
                                                         =====     =====
     ----------------------------------------------------------------------


 MOBIL                              - 5 -

<PAGE>




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

RESULTS OF OPERATIONS
 ---------------------------------------------------------------------------
|                                                                             |
|REPORTED EARNINGS              Second Quarter       | First Six Months       |
|    (In millions)              ______________ Incr./|_________________ Incr./ |
|                                1995   1996  (Decr.)|   1995    1996  (Decr.) |
|                               -----  -----  -----  | ------  ------  ------  |
| Petroleum Operations                               |                         |
|   E&P - United States ........$  57  $ 167  $ 110  | $  139  $  322  $  183  |
|       - International ........  241    303     62  |    536     660     124  |
|                               -----  -----  -----  | ------  ------  ------  |
|   Total E&P ..................  298    470    172  |    675     982     307  |
|                               -----  -----  -----  | ------  ------  ------  |
|   M&R - United States ........  (17)   169    186  |    (17)    228     245  |
|       - International ........ (115)   183    298  |     31     364     333  |
|                               -----  -----  -----  | ------  ------  ------  |
|   Total M&R .................. (132)   352    484  |     14     592     578  |
|                               -----  -----  -----  | ------  ------  ------  |
| Total Petroleum ..............  166    822    656  |    689   1,574     885  |
|                                                    |                         |
| Chemical .....................  170     65   (105) |    344     135    (209) |
| Corporate and Other (a) ......  (84)   (57)    27  |    (80)    (85)     (5) |
| Net Financing Expense ........  (73)   (47)    26  |   (138)   (105)     33  |
|                               -----  -----  -----  | ------  ------  ------  |
| Net Income ...................$ 179  $ 783  $ 604  | $  815  $1,519  $  704  |
|                               =====  =====  =====  | ======  ======  ======  |
|------------------------------------------------------------------------------|
|                                                                              |
|  OPERATING EARNINGS           Second Quarter       | First Six Months        |
|   (Adjusted for Special Items)_____________ Incr./ | _________________ Incr./|
|      (In millions)             1995   1996 (Decr.) |   1995    1996   (Decr.)|
|                               -----  -----  -----  | ------  ------  ------  |
| Petroleum Operations                               |                         |
|   E&P - United States ........$ 109  $ 167  $  58  | $  191  $  322  $  131  |
|       - International ........  266    303     37  |    561     660      99  |
|                               -----  -----  -----  | ------  ------  ------  |
|   Total E&P ..................  375    470     95  |    752     982     230  |
|                               -----  -----  -----  | ------  ------  ------  |
|   M&R - United States ........   87    169     82  |     87     228     141  |
|       - International ........  153    183     30  |    299     364      65  |
|                               -----  -----  -----  | ------  ------  ------  |
|   Total M&R ..................  240    352    112  |    386     592     206  |
|                               -----  -----  -----  | ------  ------  ------  |
| Total Petroleum ..............  615    822    207  |  1,138   1,574     436  |
|                                                    |                         |
| Chemical .....................  186     65   (121) |    360     135    (225) |
| Corporate and Other (a) ......  (22)   (26)    (4) |    (18)    (54)    (36) |
| Net Financing Expense ........  (73)   (47)    26  |   (138)   (105)     33  |
|                               -----  -----  -----  | ------  ------  ------  |
| Income Excluding Special Items  706    814    108  |  1,342   1,550     208  |
| Special Items (table on page 7)(527)   (31)   496  |   (527)    (31)    496  |
|                               -----  -----  -----  | ------  ------  ------  |
| Net Income ...................$ 179  $ 783  $ 604  | $  815  $1,519  $  704  |
|                               =====  =====  =====  | ======  ======  ======  |
|------------------------------------------------------------------------------|

 (a) Corporate  and Other  includes  the results  from Real  Estate  operations,
     Mining and Minerals, administrative expenses and other corporate items.


MOBIL                               - 6 -

<PAGE>




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

   SPECIAL ITEMS                       Second Quarter   |  First Six Months
     (In millions)                     ______________   |  ________________
                                         1995    1996   |    1995     1996
                                        -----   -----   |   -----    -----
  SRP Implementation (a)..............      -   $ (31)  |       -    $ (31)
  Restructuring (b)...................  $(505)      -   |   $(505)       -
  Asset Sales ........................    (22)      -   |     (22)       -
                                        -----   -----   |   -----    -----
    Total Special Items ..............  $(527)  $ (31)  |   $(527)   $ (31)
                                        =====   =====       =====    =====

(a) Staff Redesign Project (SRP).
(b) Includes $286 million for SRP, $39 million for restructuring of U.S.
    marketing and refining operations and $180 million for European refining.

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

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

  REVENUES BY SEGMENT              Second Quarter      |    First Six Months
    (In millions)                                Incr./|                  Incr./
                                                (Decr.)|                 (Decr.)
                                     1995    1996   %  |     1995    1996    %
                                  ------- ------- ---- |  ------- -------  ----
 Exploration & Producing .......  $ 1,748 $ 1,780   2  |  $ 3,575 $ 3,841    7
 Marketing & Refining ..........   15,559  16,897   9  |   29,889  32,638    9
 Chemical ......................    1,463     754 (48) |    2,814   1,573  (44)
 Corporate & Other .............       79      89  13  |      198     168  (15)
                                  ------- -------      |  ------- -------
   Total Revenues ..............  $18,849 $19,520   4  |  $36,476 $38,220    5
                                  ======= =======      |  ======= =======
- --------------------------------------------------------------------------------

CONSOLIDATED RESULTS OVERVIEW

SECOND QUARTER 1996 COMPARED WITH SECOND QUARTER 1995

  Consolidated  second quarter net income was $783 million,  an increase of $604
million from the $179 million reported for the second quarter of 1995.  Earnings
per common share for the second quarter of 1996 were $1.95,  compared with $0.42
for the second  quarter of 1995.  Special  charges this year of $31 million were
for implementation  expenses  associated with the restructuring of staff support
services.  The second quarter of 1995 included  special charges of $527 million,
primarily for the restructuring of worldwide staff support  services,  marketing
and refining  operations in the United States and refining in Europe.  Excluding
special charges from both periods,  second quarter 1996 operating income of $814
million increased $108 million, or 15%.

  Operating income in the second quarter was the highest income for a quarter in
the company's  history,  reflecting  not only strong  industry  factors but also
strong performance from restructuring and growth initiatives  programs.  Mobil's
improvement this year reflected favorable industry fundamentals in the petroleum
sector,  partly  offset  by  weaker  margins  in the  chemical  sector.  Mobil's
worldwide  average crude oil and U.S. natural gas prices were up about $1.50 per
barrel and $0.55 per thousand cubic feet,  respectively,  contributing to higher
upstream  earnings.  Higher worldwide  refining margins and higher product sales
benefited  earnings in the downstream sector. All sectors realized benefits from
restructuring  programs.  Growth  initiatives  also contributed to the increased
downstream earnings.  These positive factors were, however,  partially offset by
weaker marketing margins in the United Kingdom,  reflecting intense  competitive
pressures, as well as lower worldwide polyethylene and paraxylene margins in our
chemical business. Additionally, income was lower due to the absence of income

MOBIL                                - 7 -

<PAGE>



CONSOLIDATED RESULTS OVERVIEW - continued

from the divested  plastics and resin trading  businesses  and the expiration of
the tax holiday for the company's petrochemicals joint venture in Saudi Arabia.

  This quarter,  pre-tax  controllable cash operating  expenses were $60 million
lower than the same period last year,  reflecting the impact of Mobil's  ongoing
restructuring  programs.  These net savings were achieved after absorbing higher
expenses due to inflation and volume growth.

  Business  fundamentals are unpredictable in the near term and cannot be relied
upon to sustain or improve earnings.  Therefore, the company continues to manage
its business for the long term with the  objectives of  strengthening  the asset
base and ensuring long-term,  profitable growth. In support of these objectives,
Mobil  announced  two  significant  upstream  acquisitions  and two asset  sales
covering  noncore  businesses that are worth more to others.  The acquisition of
Ampolex Limited,  an Australia based global oil and gas company with significant
exploration and production  potential,  and the acquisition of a 25% interest in
the giant Tengiz oil field in Kazakstan  have added  substantial  oil and gas to
our   production   volumes  and   hydrocarbon   reserves  base.  Two  additional
transactions,  the pending sale of the community land  development  business and
the sale of Tucker  Housewares,  reflect the continued  focus on core businesses
and the upgrading of the asset base.  Cash proceeds from asset sales continue to
provide significant funding for reinvestment in growth opportunities.

  Worldwide  revenues in the second quarter of 1996 of $19,520 million were $671
million  higher than revenues in the second quarter of 1995,  reflecting  higher
worldwide  crude oil and product  prices,  higher U.S.  natural gas prices,  and
higher petroleum product sales, partly offset by lower petrochemical  prices and
the absence of revenues  from the divested  chemical  plastics and resin trading
businesses. Crude oil, products and operating supplies and expenses increased by
$630 million to $11,228  million,  primarily due to increased  crude and product
prices and higher worldwide  product sales volumes,  partly offset by the impact
of the divested chemical businesses. Selling and general expenses decreased $629
million  to  $1,239   million,   primarily  due  to  the  absence  of  the  1995
restructuring    charges,    overall   reduced   expenditures   resulting   from
implementation   of  the  staff   redesign   project  and  other   restructuring
initiatives,  and the  divestiture  of the  chemical  businesses.  Depreciation,
depletion and  amortization  expenses were $265 million lower largely due to the
absence  of 1995  restructuring-related  asset  writedowns  and the  effects  of
adopting  FAS 121 in the fourth  quarter  of 1995.  Interest  and debt  discount
expenses  decreased  $20 million to $97 million,  reflecting  lower average debt
balances as well as timing of certain  one-time,  favorable  items.  Taxes other
than income  taxes  decreased  $46  million as higher  worldwide  product  sales
volumes  and an increase  in the duty tax rate in the United  Kingdom  were more
than  offset by the  absence of import  duties on crude oil  resulting  from the
closure of the Woerth  refinery in Germany.  Income tax expense  increased  $404
million to $805 million, largely a function of higher pre-tax income.

FIRST SIX MONTHS 1996 COMPARED WITH FIRST SIX MONTHS 1995

  Mobil's estimated first half 1996 net income was $1,519 million, compared with
$815  million for the same period of 1995.  First half 1995 net income  included
special charges of $527 million,  primarily for restructuring of worldwide staff
support services,  marketing and refining  operations in the United States,  and
refining in Europe.  This year's income included  special charges of $31 million
for expenses related to implementation of the staff redesign project.

MOBIL                               - 8 -

<PAGE>



CONSOLIDATED RESULTS OVERVIEW - continued

Excluding  special items,  first half operating  income of $1,550 million was up
$208 million,  or 15%, from the comparable  period of 1995. This improvement was
in the petroleum  sector,  primarily  due to stronger  prices,  higher  refining
margins,  higher product sales to trade, savings from restructuring programs and
benefits from growth  initiatives.  These  favorable items were partly offset by
lower marketing  margins in the U.K. and Japan, as well as a decline in Chemical
income.  In the  Petroleum  sector,  higher prices and higher  refining  margins
reflected the effects of colder winter  weather in the northern  hemisphere  and
resulting strong demand.  Chemical income declined due to lower polyethylene and
paraxylene  margins,  the absence of income  from  divested  businesses  and the
expiration  of the tax  holiday  in Saudi  Arabia for our  petrochemicals  joint
venture.

  Since May 1995, Mobil has commenced five major restructuring programs with the
projected  elimination  of  approximately  6,000  positions  and the  closure of
certain  facilities.   During  1995,  the  Company   established   restructuring
provisions  of $911 million  ($590  million  after tax),  primarily to cover the
costs of employee separation benefits and the closure of certain facilities.  Of
this amount, $671 million represents forecast cash expenditures.  As of June 30,
1996,  cumulative cash outlays covered by the restructuring  provisions totalled
$285  million.  As of the same date,  spending  related to other  implementation
costs for these programs  totalled  about $70 million,  before tax. All programs
are on schedule and are expected to reach an annualized  savings rate of over $1
billion by year-end.

  Six month 1996  revenues of $38,220  million were $1,744  million  higher than
revenues in the same period of 1995 due to increased worldwide petroleum product
sales  volumes,  higher  worldwide  selling  prices for crude oil and  petroleum
products,   and  higher  U.S.  natural  gas  prices,   partly  offset  by  lower
petrochemical  prices and the absence of  revenues  from the  divested  chemical
plastics  and resin  trading  businesses.  Crude  oil,  products  and  operating
supplies and  expenses  increased  by $1,298  million to $21,899  million due to
increased  crude and product  prices and higher  product sales  volumes,  partly
offset by the absence of costs from the divested  chemical  businesses.  Selling
and general expenses  declined $759 million to $2,365 million,  primarily due to
the absence of last year's special charges for various  restructuring  programs,
subsequent expense reductions associated with those programs and the divestiture
of the chemical businesses.  Depreciation,  depletion and amortization  expenses
were $279 million lower largely due to the absence of 1995 restructuring-related
asset  writedowns  and the effects of adopting FAS 121 in the fourth  quarter of
1995. Taxes other than income taxes increased $229 million to $9,227 million due
to higher  worldwide  product sales volumes and an increase in the duty tax rate
in the United Kingdom, partially offset by the absence of import duties on crude
oil  resulting  from the closure of the Woerth  refinery in Germany.  Income tax
expense increased $596 million over the prior year, largely a function of higher
pre-tax income.



MOBIL                                - 9 -

<PAGE>



Exploration and Producing
- -------------------------------------------------------------------------------

  Exploration and Producing
    Selected Operating Data      Second Quarter            First Six Months
                                         Incr./(Decr.)             Incr./(Decr.)
                               1995   1996  Vol.  %      1995   1996  Vol.    %
                               ----   ----  ----  ----   ----   ----  ----  ----
 Net Crude Oil and NGL                                |
    Production (TBD)   - U.S.   285    278    (7) (2) |   287    274    (13) (5)
                       - Intl   522    557    35   7  |   517    555     38   7
                              -----  ----- -----      | -----  -----  -----
      Total .................   807    835    28   3  |   804    829     25   3
                              =====  ===== =====      | =====  =====  =====
  Net Natural Gas                                     |
    Production (MMCFD) - U.S. 1,528  1,387  (141) (9) | 1,511  1,407   (104) (7)
                       - Intl 2,954  2,881   (73) (2) | 3,247  3,284     37   1
                              -----  ----- -----      | -----  -----  -----
      Total ................. 4,482  4,268  (214) (5) | 4,758  4,691    (67) (1)
                              =====  ===== =====      | =====  =====  =====
  Natural Gas Sales                                   |
    (MMCFD)            - U.S. 3,479  2,493  (986)(28) | 3,588  2,670   (918)(26)
                       - Intl 3,038  2,954   (84) (3) | 3,334  3,474    140   4
                              -----  ----- -----      | -----  -----  -----
      Total ................. 6,517  5,447(1,070)(16) | 6,922  6,144   (778)(11)
                              =====  ===== =====      | =====  =====  =====
- -------------------------------------------------------------------------------

SECOND QUARTER 1996 COMPARED WITH SECOND QUARTER 1995

  Exploration and Producing  income of $470 million was $172 million higher than
the second  quarter of last year.  Last year's  results  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.  There were no
special charges this year.  Excluding  special items,  operating  income of $470
million was $95 million higher than last year.

  In the United States,  operating income was $167 million,  up $58 million,  as
higher  prices for crude oil and natural gas and lower  producing  expenses were
only  partially  offset by the effects of lower  production  volumes,  primarily
resulting from asset disposals and natural field declines.  The favorable impact
of higher  natural  gas prices was  somewhat  reduced by  opportunity  losses on
forward  sales made as part of the  company's  risk  management  program.  Lower
capital  recovery  charges  resulting  from  the 1995  adoption  of FAS 121 also
benefited earnings.

  International  income of $303  million was $37 million  higher,  mainly due to
higher crude oil prices and lower  exploration  and  producing  expenses.  
Production volumes were higher reflecting the first recorded production from 
the Ampolex and Tengiz acquisitions and production from new wells and 
investment programs in Nigeria.  These favorable factors more than offset 
operating problems in the U.K. and Australia, a strike in Norway and the impact 
of timing on liftings from Indonesia.

FIRST SIX MONTHS 1996 COMPARED WITH FIRST SIX MONTHS 1995

  Exploration and Producing  income of $982 million was $307 million higher than
last year.  Excluding  previously  mentioned  special items (1995 charges of $77
million),  operating  income of $982 million was $230  million  higher than last
year.  Higher worldwide crude oil prices,  higher U.S.  natural gas prices,  and
lower  exploration and producing  expenses were only partly offset by the impact
of lower U.S.  production.  Lower capital recovery  charges,  resulting from the
adoption of FAS 121 in the fourth quarter of 1995, and benefits from initiatives
also helped earnings.

MOBIL                                - 10 -

<PAGE>




Marketing and Refining
- -------------------------------------------------------------------------------

  Marketing and Refining          Second Quarter          First Six Months
   Selected Operating Data                Incr./(Decr.)           Incr./(Decr.)
                                  1995    1996  Vol.  %    1995   1996  Vol.  %
                                 -----   -----  ---  --   -----  -----  ---  --
  Petroleum Product
    Sales (TBD)(a)   - U.S. ...  1,255   1,299   44   4 | 1,255  1,291   36   3
                     - Intl. ..  1,842   1,900   58   3 | 1,873  1,959   86   5
                                 -----   -----  ---     | -----  -----  ---
       Total ..................  3,097   3,199  102   3 | 3,128  3,250  122   4
                                 =====   =====  ===     | =====  =====  ===
                                                        |
  Refinery Runs (TBD)                                   |
                     - U.S. ...    884     939   55   6 |   894    909   15   2
                     - Intl. ..  1,224   1,211  (13) (1)| 1,234  1,206  (28) (2)
                                 -----   -----  ---     | -----  -----  ---
       Total ..................  2,108   2,150   42   2 | 2,128  2,115  (13) (1)
                                 =====   =====  ===     | =====  =====  ===

  (a) includes supply/other sales
- -------------------------------------------------------------------------------

SECOND QUARTER 1996 COMPARED WITH SECOND QUARTER 1995

  Marketing and Refining  reported  income of $352 million in the second quarter
of 1996 versus last year's  second  quarter  loss of $132  million.  Last year's
results  included  special  charges of $372  million  (U.S.  -- $65  million for
redesign of staff support services and $39 million for restructuring of
marketing and refining operations;  International -- $88 million for redesign of
staff support  services and $180 million for European  refining).  There were no
special  items this year.  Excluding  special  items,  operating  income of $352
million was $112 million higher than last year.

  United States  operating  income was $169 million this year versus $87 million
last year. This year's results benefited from higher margins,  reflecting rising
gasoline  demand entering the driving  season,  following an  unseasonably  cold
winter,  and a high  level of  unscheduled  industry  refinery  downtime.  Lower
expenses resulting from  restructuring  programs and growth in retail automotive
gasoline sales also contributed to this year's performance.

  International  operating income of $183 million was up $30 million,  as higher
refining  margins were partly offset by lower marketing  margins,  mainly in the
United Kingdom, due to continuing intense competitive pressures.  Higher product
sales to trade also  contributed  to  improved  earnings,  primarily  reflecting
strong demand in the Asia-Pacific area.

FIRST SIX MONTHS 1996 COMPARED WITH FIRST SIX MONTHS 1995

  Marketing  and  Refining  income was $592  million for the first six months of
1996  compared  with  earnings of $14 million  last year.  Excluding  previously
mentioned  special charges ($372 million for redesign of staff support  services
and other  restructuring),  operating  income of $592  million was $206  million
higher than the $386 million earned last year.  This  improvement  was primarily
due to higher  worldwide  refining  margins and product sales to trade,  coupled
with benefits from growth and restructuring initiatives.  These positive factors
were partly offset by lower marketing margins in the United Kingdom and Japan.


MOBIL                                 - 11 -

<PAGE>




Chemical

SECOND QUARTER AND FIRST SIX MONTH COMPARISONS OF 1996 WITH 1995

  Chemical  income of $65 million was $105 million lower than last year's second
quarter.  Excluding  last year's  special  charge of $16 million for redesign of
staff support  services,  operating income of $65 million was $121 million lower
than the record $186 million  earned in the second quarter of 1995. In the first
six months of 1996,  Chemical income was $135 million compared with $344 million
in the same period last year.  Excluding the special charges  referred to above,
Chemical  operating  income of $135  million  was $225  million  lower  than the
first six months of 1995.  Declines in both periods reflected lower worldwide 
polyethylene resin and paraxylene  margins,  the absence of income from the 
divested plastics and resin  trading  businesses  and the  expiration  of the 
tax holiday for the company's petrochemicals joint venture in Saudi Arabia.

Corporate and Other

SECOND QUARTER AND FIRST SIX MONTH COMPARISONS OF 1996 WITH 1995

  Corporate  and Other  expense  was $57  million in the second  quarter of 1996
compared with $84 million in the same period last year.  Excluding a $62 million
special  charge for  redesign of staff  support  services in last year's  second
quarter and a $31 million special charge for restructuring  implementation  this
year, expenses were $4 million higher in 1996.

  For the first six months of 1996,  Corporate and Other expense,  excluding the
aforementioned  special  items,  was $54 million  compared with $18 million last
year.  Last  year's  results  were  favorably  impacted by the sale of an office
complex in Arlington, Virginia.

Net Financing Expense

SECOND QUARTER AND FIRST SIX MONTH COMPARISONS OF 1996 WITH 1995

  Net  Financing  Expense of $47  million  was $26  million  lower in the second
quarter of 1996.  For the first six months of 1996,  Net  Financing  Expense was
$105  million,  down $33 million from the previous  year.  Lower expense in both
periods  reflected  lower average debt balances as well as the timing of certain
favorable,  non-recurring items including the capitalization of interest expense
on major projects in Nigeria, Qatar and Canada (Hibernia).


MOBIL                               - 12 -

<PAGE>



DISCUSSION OF FINANCIAL CONDITION

  At June 30, 1996,  total current  assets of $12,232  million were $176 million
higher than at year-end  1995  primarily  reflecting  a higher level of cash and
cash equivalents.

  Investments and long-term receivables increased $2,023 million,  primarily due
to the  acquisitions  of Ampolex Limited and a 25% equity interest in the Tengiz
field in Kazakstan.

  Net  properties,  plants  and  equipment  increased  $322  million  to $25,172
million.  Capital expenditures were largely offset by depreciation,  asset sales
and currency translation effects.

  Total current liabilities of $14,748 million at June 30, 1996, increased
$1,694 million from year-end 1995. This increase  primarily  reflects higher 
short-term debt used to fund the acquisitions of Ampolex and Tengiz.

  Total debt of Mobil and its  subsidiaries was $8,588 million at June 30, 1996,
up $1,832 million from year-end 1995. The  debt-to-capitalization  ratio was 32%
at June 30, 1996, compared with 27% at year-end 1995.

  Deferred  Credits and Other Noncurrent  Obligations  increased $337 million to
$1,221 million mainly due to future obligations related to the acquisition of an
interest in the Tengiz field.

  Shareholders'  equity rose $487  million  during the first six months of 1996,
primarily  due to an  increase  of $733  million  in  earnings  retained  in the
business at June 30, 1996. Partly offsetting the higher retained earnings were a
net charge in the cumulative foreign exchange  translation  account reflecting a
strengthening  U.S.  dollar  in  certain  countries  in which  the  company  has
significant  operations  ($120  million)  and an  increase in the cost of common
stock held in the treasury as 1,540,800 shares were purchased on the open market
to offset the dilutive effects of stock options ($174 million).

  During  the  first six  months  of 1996,  net cash  generated  from  operating
activities was $2,788  million,  $1,386 million less than the cash  requirements
for  investing  activities  and dividends  reflecting  the cost of the two major
acquisitions  of Ampolex  and  Tengiz, consistent  with  Mobil's  stated  growth
strategy in international oil and gas.


MOBIL                                - 13 -

<PAGE>



DISCUSSION OF FINANCIAL CONDITION - continued

  Capital  and  Exploration  Expenditures  for the  second  quarter of 1996 were
$1,043 million, an increase of $83 million from the comparable period last year.
For the first six months of 1996, worldwide capital and exploration expenditures
were $1,955 million, compared with $1,778 million for the year-earlier period.
- ----------------------------------------------------------------------------
CAPITAL AND EXPLORATION
  EXPENDITURES                           Second Quarter    First Six Months
 (In millions)                            1995    1996       1995     1996
                                        ------  ------     ------   ------
 Petroleum Operations                                   |
   Exploration & Producing  - U.S. ..   $  158  $  154  |  $  271   $  272
                            - Intl. .      433     435  |     808      846
   Marketing & Refining     - U.S. ..      115      92  |     239      174
                            - Intl. .      181     260  |     324      487
 Chemical ...........................       52      79  |      92      131
 Corporate & Other ..................       21      23  |      44       45
                                        ------  ------  |  ------   ------
     Total Capital and Exploration                      |
       Expenditures .................   $  960  $1,043  |  $1,778   $1,955
                                        ======  ======  |  ======   ======
 Memo:                                                  |
 Exploration Expenses charged                           |
   to income, included above                            |
                            - U.S. ..   $    8  $   24  |  $   26   $   33
                            - Intl. .       71      48  |     148      115
                                        ------  ------  |  ------   ------
     Total Exploration Expenses .....   $   79  $   72  |  $  174   $  148
                                        ------  ------  |  ------   ------
- ----------------------------------------------------------------------------

  In addition to the above Capital & Exploration spending, Mobil also progressed
two major upstream investments during the quarter.  Firstly,  approximately $1.3
billion has been spent to date on the acquisition of Ampolex Limited.  Secondly,
Mobil  acquired a 25% equity  interest in the Tengiz oil field in Kazakstan  for
$1.1 billion,  of which about half has been paid and the balance will be settled
in installments through the year 2000, upon reaching certain project milestones.

  Return on average  shareholders'  equity was 17.1% for the twelve month period
ended June 30, 1996,  compared with 13.5% for the calendar year 1995.  Return on
average  capital  employed  for the twelve month period ended June 30, 1996, was
13.0%, compared with 10.9% for the calendar year 1995.

  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, 1996,  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. $811 million of Euro-Medium-
Term Notes and bonds having a principal  amount of 30 billion  Japanese yen were
also in place.  Subsequent to the end of the quarter,  on July 17, 1996, a Mobil
subsidiary  issued U.S.  $200 million of 6.375% Euro-Medium-Term  Notes due in
1998, guaranteed by Mobil.

  At June 30, 1996,  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 refinance its existing indebtedness.

MOBIL                                  - 14 -

<PAGE>


 

CURRENT DEVELOPMENTS

Gulf of Mexico

  During  1995,  Mobil  acquired 40%  interest in two  deepwater  Gulf of Mexico
developments  -- the Cooper field in Garden  Banks and the Green  Canyon  area's
Allegheny  field.  Recent  performance of both projects has been  disappointing.
Original  projections for the Cooper field called for ultimate recovery of 60-90
million barrels of oil equivalent (MMBOE) (Mobil's share 24-36 MMBOE).  Original
projections  for the  Allegheny  field  were for  recovery  of about  120  MMBOE
(Mobil's  share 48 MMBOE).  Mobil's  combined  net book value for both fields at
June 30,  1996,  was $229  million.  Ultimate  production  and recovery for both
projects are currently being reevaluated following recent drilling activities at
the Allegheny field and recent drilling and production performance at the Cooper
field. Ultimate production and reserves are expected to be lower than originally
projected  at both  fields.  Lower  cost  development  scenarios  are also being
progressed for the Allegheny  project which will likely delay start-up from late
1998 to near 2000.  Mobil is working with Enserch  (operator)  to determine  the
best course of action to improve the economics of both projects and continues to
closely monitor their progress.


                           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.

  On  July  17,  1996,  a  proceeding  brought  by the  EPA  against  Mobil  Oil
Corporation on July 8, 1994 was settled.  The EPA had alleged that the operation
of Mobil Oil  Corporation's  Paulsboro,  New Jersey  refinery  violated  the new
source  performance  standard of the Clean Air Act, and had sought  penalties of
$953,800. The proceeding was settled by a payment of $142,800.

  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.


MOBIL                               - 15 -

<PAGE>


  

  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.

Item 2.  Changes in Securities.
  None.

Item 3.  Defaults Upon Senior Securities.
  None.

Item 4.  Submission of Matters to a Vote of Security Holders.
  None.

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 (electronic only)


























MOBIL                                - 16 -

<PAGE>


   


  Reports on Form 8-K.

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

       Date of 8-K                    Description of 8-K

     April 23, 1996  Submitted a copy of the Mobil News Release issued April
                     22, 1996, reporting Mobil's estimated earnings for the
                     first quarter of 1996, and the Mobil News Release issued
                     April 22, 1996, correcting certain Petroleum Product Sales
                     numbers in Table 6 of the above referenced News Release.

     May 13, 1996    Submitted a copy of the Mobil News Release dated May 13,
                     1996, announcing an increase in the price offered in the
                     Mobil Exploration & Producing Australia Pty Ltd takeover
                     offer for Ampolex Ltd and the Mobil News Release dated May
                     13, 1996, announcing the expansion of the company's joint
                     venture petrochemicals complex at Yanbu, Saudi Arabia.

     May 17, 1996    Submitted a copy of the Mobil News Release dated May 16,
                     1996, announcing the acquisition of a 25% interest in the
                     Tengiz oil field in the Republic of Kazakstan.

     July 22, 1996   Submitted a copy of the Mobil News Release dated July 22,
                     1996, reporting Mobil's estimated earnings for the second
                     quarter of 1996.


     August 7, 1996  Submitted a copy of the Mobil News Release dated August 7,
                     1996, reporting that BP and Mobil have received approval
                     from the European Commission to combine the two companies'
                     operations in the marketing and refining of fuels and
                     lubricants.

MOBIL                                  - 17 -

<PAGE>


                                  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/ George Broadhead
NAME AND TITLE                                      George Broadhead
                                                    Acting Controller;
                                                    Principal Accounting Officer

DATE                                                August 13, 1996



MOBIL                             - 18 -

<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                              - 19 -

<PAGE>



                                 Exhibit 11.

                              MOBIL CORPORATION
                   COMPUTATION OF EARNINGS PER COMMON SHARE
                 (In millions, except for per-share amounts;
                        number of shares in thousands)



                                                          For the Three Months
                                                             Ended June 30,
                                                          --------------------

Primary                                                        1995       1996
- -------                                                    --------   --------

  Net income ............................................  $    179   $    783
  Less dividends on preferred stock .....................        14         13
                                                           --------   --------
  Net income applicable to common shares ................  $    165   $    770
                                                           ========   ========

  Weighted average number of primary common shares
    Outstanding .........................................   395,804    394,253
    Issuable on assumed exercise of stock options .......     4,219      4,986
                                                           --------   --------
       Total ............................................   400,023    399,239
                                                           ========   ========
  Primary earnings per common share .....................  $    .41   $   1.93
                                                           ========   ========
Fully Diluted
- -------------

  Net income ............................................  $    179   $    783
  Less additional contribution to ESOP ..................         -(a)       4
  Less dividends on preferred stock .....................        14(a)       -
                                                           --------   --------
  Adjusted net income applicable to common shares .......  $    165   $    779
                                                           ========   ========

  Weighted average number of primary common shares ......   400,023    399,239
  Increment to assumed exercise of stock options to
    reflect maximum dilutive effect .....................         -          -
  Assumed conversion of preferred stock .................         -(a)   9,040
                                                           --------   --------
       Total ............................................   400,023    408,279
                                                           ========   ========
  Fully diluted earnings per common share ...............  $    .41   $   1.91
                                                           ========   ========

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

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,  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.






    MOBIL                         - 20 -


<PAGE>


                          Exhibit 11. (concluded)

                             MOBIL CORPORATION
                 COMPUTATION OF EARNINGS PER COMMON SHARE
                (In millions, except for per-share amounts;
                       number of shares in thousands)

                                                       For the Six Months
                                                          Ended June 30,
                                                     ----------------------
Primary                                                   1995         1996
                                                      --------     --------

  Net income .......................................  $    815     $  1,519
  Less dividends on preferred stock ................        28           27
                                                      --------     --------
  Net income applicable to common shares ...........  $    787     $  1,492
                                                      ========     ========
  Weighted average number of primary common shares
    Outstanding ....................................   395,823      394,371
    Issuable on assumed exercise of stock options ..     3,706        4,949
                                                       --------    ---------

        Total ......................................   399,529      399,320
                                                      ========    =========
  Primary earnings per common share.................  $   1.97     $   3.74
                                                      ========     ========

Fully Diluted


  Net Income .......................................  $    815     $  1,519
  Less additional contribution to ESOP .............        11           10
                                                      --------     --------
  Adjusted net income applicable to common shares ..  $    804     $  1,509
                                                      ========     ========

  Weighted average number of primary common shares .   399,529      399,320
  Increment to assumed exercise of stock options to
    reflect maximum dilutive effect ................       465            -
  Assumed conversion of preferred stock ............     9,436        9,040
                                                      --------    ---------
        Total ......................................   409,430      408,360
                                                      ========    =========
  Fully diluted earnings per common share...........  $   1.96    $    3.70
                                                      ========    =========
- -----------

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.


























    MOBIL                             - 21 -





                                    Exhibit 12.

                                 MOBIL CORPORATION
                 COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES
                                    (In millions)

                                                                          Six
                                                                         Months
                                                                         Ended
                                   Year Ended December 31,              June 30,
                           ------------------------------------------  --------
                            1991     1992     1993     1994     1995      1996
                           ------   ------   ------   ------   ------    ------


Income Before Change in
  Accounting Principle(s). $1,920   $1,308   $2,084   $1,759   $2,376    $1,519
Add:
Income taxes .............  2,105    1,567    1,931    1,919    2,015     1,591
Portion of rents
  representative of
  interest factor ........    344      319      339      340      368       183
Interest and debt
  discount expense .......    713      612      529(a)   461      467       213
Earnings (greater) less
  than dividends from
  equity affiliates.......   (151)      36      265      (40)     (51)      116

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


Income as Adjusted ....... $4,931   $3,842   $5,148   $4,439   $5,175    $3,622
                           ======   ======   ======   ======   ======    ======
Fixed Charges:
Interest and debt
  discount expense ....... $  713   $  612   $  529(a)$  461   $  467    $  213
Capitalized interest .....     20       42       42       37       47        33
Portion of rents
  representative of
  interest factor ........    344      319      339      340      368       183

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

Total Fixed Charges ...... $1,077   $  973   $  910   $  838   $  882    $  429
                           ======   ======   ======   ======   ======    ======
Ratio of Earnings to
  Fixed Charges ..........    4.6      3.9      5.7(a)   5.3      5.9       8.4
                           ======   ======   ======   ======   ======    ======


Note:

  For the years ended December 31, 1991,  1992,  1993, 1994 and 1995 and the six
months ended June 30, 1996, Fixed Charges exclude $42 million,  $37 million, $31
million, $37 million, $28 million,  and $14 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                               - 22-



<TABLE> <S> <C>

<ARTICLE> 5
<LEGEND>
ART. 5 FDS FOR PERIOD ENDED JUNE 30, 1996 10-Q
This schedule contains summary financial information extracted
from the June 30, 1996 Form 10-Q, and is qualified in its
entirety by reference to such financial statements.
</LEGEND>

<CIK> 0000067182
<NAME> MOBILCORP/JNICHOLS
<MULTIPLIER> 1,000,000
       
<S>                             <C>
<PERIOD-TYPE>                   6-MOS
<FISCAL-YEAR-END>                          DEC-31-1996
<PERIOD-END>                               JUN-30-1996
<CASH>                                             779
<SECURITIES>                                         0
<RECEIVABLES>                                    7,173
<ALLOWANCES>                                         0
<INVENTORY>                                      3,308
<CURRENT-ASSETS>                                12,232
<PP&E>                                          52,862
<DEPRECIATION>                                  27,690
<TOTAL-ASSETS>                                  44,645
<CURRENT-LIABILITIES>                           14,748
<BONDS>                                          4,580
                                0
                                        703
<COMMON>                                           890
<OTHER-SE>                                      16,845
<TOTAL-LIABILITY-AND-EQUITY>                    44,645
<SALES>                                         37,790<F1>
<TOTAL-REVENUES>                                38,220<F1>
<CGS>                                           21,899
<TOTAL-COSTS>                                   23,157
<OTHER-EXPENSES>                                 9,375
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                                 213
<INCOME-PRETAX>                                  3,110
<INCOME-TAX>                                     1,591
<INCOME-CONTINUING>                              1,519
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                     1,519
<EPS-PRIMARY>                                     3.74
<EPS-DILUTED>                                     3.70
<FN>
<F1>SALES AND TOTAL REVENUES INCLUDE $4,372 MILLION OF EXCISE AND STATE
GASOLINE TAXES.
</FN>
        

</TABLE>


© 2022 IncJournal is not affiliated with or endorsed by the U.S. Securities and Exchange Commission