<PAGE>
PAGE 1
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549-1004
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): April 9, 1998
MOBIL CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 1-7555 13-2850309
(State or other jurisdiction of (Commission (I.R.S. Employer
incorporation or organization) File Number) Identification No.)
3225 Gallows Road
Fairfax, Virginia 22037-0001
Telephone: (703) 846-3000
(Address of principal executive offices)
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PAGE 2
ITEM 5. OTHER EVENTS
The following Exhibits are furnished in accordance with the provisions
of Item 601 of Regulation S-K:
3. (ii) By-Laws of Mobil Corporation, as amended to February 27, 1998.
27. (i) Restated Financial Data Schedule for the year ended December
31, 1995, submitted as restated exhibit 27 to the Annual Report
on Form 10-K for the year ended December 31, 1995.
27. (ii) Restated Financial Data Schedule for the quarterly period ended
March 31, 1996, submitted as restated exhibit 27 to the
Quarterly Report on Form 10-Q for the quarterly period ended
March 31, 1996.
27. (iii) Restated Financial Data Schedule for the quarterly period ended
June 30, 1996, submitted as restated exhibit 27 to the Quarterly
Report on Form 10-Q for the quarterly period ended June 30,
1996.
27. (iv) Restated Financial Data Schedule for the quarterly period ended
September 30, 1996, submitted as restated exhibit 27 to the
Quarterly Report on Form 10-Q for the quarterly period ended
September 30, 1996.
27. (v) Restated Financial Data Schedule for the year ended December
31, 1996, submitted as restated exhibit 27 to the Annual Report
on Form 10-K for the year ended December 31, 1996.
27. (vi) Restated Financial Data Schedule for the quarterly period ended
March 31, 1997, submitted as restated exhibit 27 to the
Quarterly Report on Form 10-Q for the quarterly period ended
March 31, 1997.
27. (vii) Restated Financial Data Schedule for the quarterly period ended
June 30, 1997, submitted as restated exhibit 27 to the
Quarterly Report on Form 10-Q for the quarterly period ended
June 30, 1997.
27. (viii) Restated Financial Data Schedule for the quarterly period ended
September 30, 1997, submitted as restated exhibit 27 to the
Quarterly Report on Form 10-Q for the quarterly period ended
September 30, 1997.
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PAGE 3
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 hereunto duly authorized.
REGISTRANT MOBIL CORPORATION
By /s/ Gordon G. Garney
NAME AND TITLE Gordon G. Garney, Senior Assistant Secretary
DATE April 9, 1998
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EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT SUBMISSION MEDIA
- ------- ----------------
<S> <C>
3. (ii) By-Laws of Mobil Corporation, Electronic
as amended to February 27, 1998.
27. (i) Restated Financial Data Schedule Electronic
for the year ended December 31, 1995,
submitted as restated exhibit 27 to
the Annual Report on Form 10-K for
the year ended December 31, 1995.
27. (ii) Restated Financial Data Schedule Electronic
for the quarterly period ended
March 31, 1996, submitted as restated
exhibit 27 to the Quarterly Report on
Form 10-Q for the quarterly period
ended March 31, 1996.
27. (iii) Restated Financial Data Schedule Electronic
for the quarterly period ended
June 30, 1996, submitted as restated
exhibit 27 to the Quarterly Report on
Form 10-Q for the quarterly period
ended June 30, 1996.
27. (iv) Restated Financial Data Schedule Electronic
for the quarterly period ended
September 30, 1996, submitted as
restated exhibit 27 to the Quarterly
Report on Form 10-Q for the quarterly
period ended September 30, 1996.
27. (v) Restated Financial Data Schedule Electronic
for the year ended December 31, 1996,
submitted as restated exhibit 27 to
the Annual Report on Form 10-K for
the year ended December 31, 1996.
27. (vi) Restated Financial Data Schedule Electronic
for the quarterly period ended
March 31, 1997, submitted as restated
exhibit 27 to the Quarterly Report on
Form 10-Q for the quarterly period
ended March 31, 1997.
27. (vii) Restated Financial Data Schedule Electronic
for the quarterly period ended
June 30, 1997, submitted as restated
exhibit 27 to the Quarterly Report on
Form 10-Q for the quarterly period
ended June 30, 1997.
27.(viii) Restated Financial Data Schedule Electronic
for the quarterly period ended
September 30, 1997, submitted as
restated exhibit 27 to the Quarterly
Report on Form 10-Q for the quarterly
period ended September 30, 1997.
</TABLE>
<PAGE>
MOBIL CORPORATION
BY-LAWS
(AS AMENDED TO FEBRUARY 27, 1998)
ARTICLE I
OFFICES
SECTION 1.
The registered office of the Corporation in the State of Delaware shall be
in the City of Dover, County of Kent, State of Delaware.
The Corporation shall have offices at such other places as the Board of
Directors may from time to time determine.
ARTICLE II
STOCKHOLDERS
SECTION 1. ANNUAL MEETING.
The annual meeting of the stockholders for the election of Directors and for
the transaction of such other business as may properly come before the meeting
shall be held on such date as the Board of Directors shall each year fix. Each
such annual meeting shall be held at such place, within or without the State
of Delaware, and hour as shall be determined by the Board of Directors. The
day, place and hour of each annual meeting shall be specified in the notice of
annual meeting.
The meeting may be adjourned from time to time and place to place until its
business is completed.
At an annual meeting of the stockholders, only such business shall be
conducted as shall have been properly brought before the meeting. To be
properly brought before an annual meeting, business must be (a) specified in
the notice of meeting (or any supplement thereto) given by or at the direction
of the Board of Directors, (b) otherwise properly brought before the meeting
by or at the direction of the Board of Directors, or (c) otherwise properly
brought before the meeting by a stockholder. For business to be properly
brought before an annual meeting by a stockholder, the stockholder must have
given timely notice thereof in writing to the Secretary of the Corporation. To
be timely, a stockholder's notice must be delivered to or mailed and received
at the principal executive offices of the Corporation, not less than sixty
days nor more than ninety days prior to the meeting; provided, however, that
in the event that less than seventy days' notice or prior public disclosure of
the date of the meeting is given or made to stockholders, notice by the
stockholder to be timely must be so received not later than the close of
business on the tenth day following the date on which such notice of the date
of the annual meeting was mailed or such public disclosure was made. A
stockholder's notice to the Secretary shall set forth as to each matter the
stockholder proposes to bring before the annual meeting (a) a brief
description of the business desired to be brought before the annual meeting,
(b) the name and address, as they appear on the Corporation's books, of the
stockholder proposing such business, (c) the class and number of shares of the
Corporation which are beneficially owned by the stockholder, and (d) any
material interest of the stockholder in such business. Notwithstanding
anything in the By-Laws to the contrary, no business shall be conducted at an
annual meeting except in accordance with the procedures set forth in this
Section 1. The presiding officer of an annual meeting shall, if the facts
warrant, determine and declare to the meeting that business was not properly
brought before the meeting and in accordance with the provisions of this
Section 1, and if he should so determine, he shall so declare to the meeting
and any such business not properly brought before the meeting shall not be
transacted.
1
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SECTION 2. SPECIAL MEETINGS.
Except as otherwise required by law and subject to the rights of the holders
of any class or series of stock having a preference over the Common Stock as
to dividends or on liquidation, special meetings of the stockholders may be
called only by the Chairman of the Board, the President, or the Board of
Directors pursuant to a resolution approved by a majority of the entire Board
of Directors.
SECTION 3. STOCKHOLDER ACTION; HOW TAKEN.
Any action required or permitted to be taken by the stockholders of the
Corporation must be effected at a duly called annual or special meeting of
such holders and may not be effected by any consent in writing by such
holders.
SECTION 4. NOTICE OF MEETING.
Notice of every meeting of the stockholders shall be given in the manner
prescribed by law.
SECTION 5. QUORUM.
Except as otherwise required by law, the Certificate of Incorporation or
these By-Laws, the holders of shares entitled to cast not less than one-third
of the votes at any meeting of the stockholders, present in person or by
proxy, shall constitute a quorum and the act of the holders of shares entitled
to cast a majority of such votes shall be deemed the act of the stockholders.
If a quorum shall fail to attend any meeting, the chairman of the meeting
may adjourn the meeting to another place, date or time.
If a notice of any adjourned special meeting of stockholders is sent to all
stockholders entitled to vote thereat, stating that it will be held with those
present constituting a quorum, then, except as otherwise required by law,
those present at such adjourned meeting shall constitute a quorum and all
matters shall be determined by a majority of votes cast at such meeting.
SECTION 6. QUALIFICATION OF VOTERS.
The Board of Directors (hereinafter sometimes referred to as the "Board")
may fix a day and hour not more than sixty nor less than ten days prior to the
day of holding any meeting of the stockholders as the time as of which the
stockholders entitled to notice of and to vote at such meeting shall be
determined. Only those persons who were holders of record of voting stock at
such time shall be entitled to notice of and to vote at such meeting.
SECTION 7. PROCEDURE.
The order of business and all other matters of procedure at every meeting of
the stockholders may be determined by the presiding officer.
The Board shall appoint two or more inspectors of election to serve at every
meeting of the stockholders at which Directors are to be elected.
2
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ARTICLE III
DIRECTORS
SECTION 1. NUMBER, ELECTION AND TERMS.
Except as otherwise fixed pursuant to the provisions of Article 4 of the
Certificate of Incorporation relating to the rights of the holders of any
class or series of stock having a preference over the Common Stock as to
dividends or upon liquidation to elect additional directors under specified
circumstances, the number of Directors shall be fixed from time to time by the
Board of Directors but shall not be less than three. The Directors, other than
those who may be elected by the holders of any class or series of stock having
a preference over the Common Stock as to dividends or upon liquidation, shall
be classified, with respect to the time for which they severally hold office,
into three classes, as nearly equal in number as possible, as determined by
the Board of Directors, one class to hold office initially for a term expiring
at the annual meeting of stockholders to be held in 1985, another class to
hold office initially for a term expiring at the annual meeting of
stockholders to be held in 1986, and another class to hold office initially
for a term expiring at the annual meeting of stockholders to be held in 1987,
with the members of each class to hold office until their successors are
elected and qualified. At each annual meeting of stockholders, the successors
of the class of Directors whose term expires at that meeting shall be elected
to hold office for a term expiring at the annual meeting of stockholders held
in the third year following the year of their election.
The term "entire Board" as used in these By-Laws means the total number of
Directors which the Corporation would have if there were no vacancies.
Subject to the rights of holders of any class or series of stock having a
preference over the Common Stock as to dividends or upon liquidation,
nominations for the election of Directors may be made by the Board of
Directors or a committee appointed by the Board of Directors or by any
stockholder entitled to vote in the election of Directors generally. However,
any stockholder entitled to vote in the election of Directors generally may
nominate one or more persons for election as Directors at a meeting only if
written notice of such stockholder's intent to make such nomination or
nominations has been given, either by personal delivery or by United States
mail, postage prepaid, to the Secretary of the Corporation not later than (i)
with respect to an election to be held at an annual meeting of stockholders,
ninety days prior to the anniversary date of the immediately preceding annual
meeting, and (ii) with respect to an election to be held at a special meeting
of stockholders for the election of Directors, the close of business on the
tenth day following the date on which notice of such meeting is first given to
stockholders. Each such notice shall set forth: (a) the name and address of
the stockholder who intends to make the nomination and of the person or
persons to be nominated; (b) a representation that the stockholder is a holder
of record of stock of the Corporation entitled to vote at such meeting and
intends to appear in person or by proxy at the meeting to nominate the person
or persons specified in the notice; (c) a description of all arrangements or
understandings between the stockholder and each nominee and any other person
or persons (naming such person or persons) pursuant to which the nomination or
nominations are to be made by the stockholder; (d) such other information
regarding each nominee proposed by such stockholder as would be required to be
included in a proxy statement filed pursuant to the proxy rules of the
Securities and Exchange Commission; and (e) the consent of each nominee to
serve as a Director of the Corporation if so elected. The presiding officer of
the meeting may refuse to acknowledge the nomination of any person not made in
compliance with the foregoing procedure.
SECTION 2. NEWLY CREATED DIRECTORSHIPS AND VACANCIES.
Except as otherwise fixed pursuant to the provisions of Article 4 of the
Certificate of Incorporation relating to the rights of the holders of any
class or series of stock having a preference over the
3
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Common Stock as to dividends or upon liquidation to elect Directors under
specified circumstances, newly created directorships resulting from any
increase in the number of Directors and any vacancies on the Board of
Directors resulting from death, resignation, disqualification, removal or
other cause shall be filled solely by the affirmative vote of a majority of
the remaining Directors then in office, even though less than a quorum of the
Board of Directors. Any Director elected in accordance with the preceding
sentence shall hold office for the remainder of the full term of the class of
Directors in which the new directorship was created or the vacancy occurred
and until such Director's successor shall have been elected and qualified. No
decrease in the number of Directors constituting the Board of Directors shall
shorten the term of any incumbent Director.
SECTION 3. REMOVAL
Subject to the rights of any class or series of stock having a preference
over the Common Stock as to dividends or upon liquidation to elect Directors
under specified circumstances, any Director may be removed from office,
without cause, only by the affirmative vote of the holders of 80% of the
combined voting power of the then outstanding shares of stock entitled to vote
generally in the election of Directors, voting together as a single class.
SECTION 4. REGULAR MEETINGS.
Regular meetings of the Board shall be held at such times and places as the
Board may from time to time determine.
SECTION 5. SPECIAL MEETINGS.
Special meetings of the Board may be called at any time, at any place and
for any purpose by the Chairman of the Board, the President, the Vice Chairman
of the Executive Committee (if there be such a committee), or by any officer
of the Corporation upon the request of a majority of the entire Board.
SECTION 6. NOTICE OF MEETING.
Notice of regular meetings of the Board need not be given.
Notice of every special meeting of the Board shall be given to each Director
at his usual place of business, or at such other address as shall have been
furnished by him for the purpose. Such notice shall be given at least twenty-
four hours before the meeting by telephone or by being personally delivered,
mailed, or telegraphed. Such notice need not include a statement of the
business to be transacted at, or the purpose of, any such meeting.
SECTION 7. QUORUM.
Except as may be otherwise provided by law or in these By-Laws, the presence
of one-third of the entire Board shall be necessary and sufficient to
constitute a quorum for the transaction of business at any meeting of the
Board, and the act of a majority of such quorum shall be deemed the act of the
Board.
Less than a quorum may adjourn any meeting of the Board from time to time
without notice.
SECTION 8. PARTICIPATION IN MEETINGS BY CONFERENCE TELEPHONE.
Members of the Board, or of any committee thereof, may participate in a
meeting of such Board or committee by means of conference telephone or similar
communications equipment by means of which all persons participating in the
meeting can hear each other and such participation shall constitute presence
in person at such meeting.
4
<PAGE>
SECTION 9. POWERS.
The business, property and affairs of the Corporation shall be managed by or
under the direction of its Board of Directors, which shall have and may
exercise all the powers of the Corporation to do all such lawful acts and
things as are not by law, or by the Certificate of Incorporation, or by these
By-Laws, directed or required to be exercised or done by the stockholders.
SECTION 10. COMPENSATION OF DIRECTORS.
Directors shall receive such compensation for their services as shall be
determined by a majority of the entire Board provided that Directors who are
serving the Corporation as officers or employees and who receive compensation
for their services as such officers or employers shall not receive any salary
or other compensation for their services as Directors.
SECTION 11. EMERGENCY MANAGEMENT COMMITTEE.
The Board of Directors, by resolution, may provide for an Emergency
Management Committee and appoint members or designate the manner in which
membership of the Committee shall be determined. The emergency powers granted
hereunder shall be operative during any emergency resulting from an attack on
the United States or on a locality in which the Corporation conducts its
business or customarily holds meetings of its Board of Directors or its
stockholders, or during any nuclear or atomic disaster or during the existence
of any catastrophe, or other similar emergency condition, as a result of which
a quorum of the Board of Directors or a standing committee thereof cannot
readily be convened for action. Said Committee shall have and may exercise all
of the powers of the Board of Directors in the management of the business and
affairs of the Corporation. It shall act only during such period of attack and
so long as the number of Directors able to act shall have been reduced to less
than five, and until a Board of Directors has been elected by the
stockholders. Such Committee shall meet as promptly as possible after the
occurrence of the event herein described which would activate the Committee
and at such subsequent time or times as it may designate until a Board of
Directors has been duly elected. Such Committee shall as the first order of
business elect an Executive Committee from among its members and a chairman
thereof, who shall be the chief executive officer of the Corporation. Such
Executive Committee shall function in the same manner and possess the same
powers as the Executive Committee of the Board of Directors, as provided in
Article V of these By-Laws, and shall have as many members as shall be
provided by resolution of the Board. Such Committees shall make their own
rules of procedure except to the extent otherwise provided by resolution of
the Board. A majority of the members of the Committees able to act shall
constitute a quorum. The physical presence of a member shall not be required
if his vote on an action to be taken can be obtained by available means of
communication. Any vacancy occurring in said Committees caused by resignation,
death or other incapacity may be filled by a majority of the remaining members
of the Emergency Management Committee and any member so chosen shall serve
until a Board of Directors has been duly elected.
ARTICLE IV
OFFICERS
SECTION 1. NUMBER.
The officers of the Corporation shall be appointed or elected by the Board
of Directors. The officers shall be a Chairman of the Board, a President, such
number of Vice Chairmen of the Board as the Board may from time to time
determine, such number of Vice Presidents as the Board may from time to time
determine, a Secretary, a Treasurer and a Controller. The Chairman of the
Board shall be the Chief Executive Officer. The Chairman of the Board or, in
his absence or if such office be vacant,
5
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the President or, in his absence or if such office be vacant, a member of the
Executive Committee who is designated by the Board, shall preside at all
meetings of the stockholders and of the Board. Any person may hold two or more
offices at the same time. The Chairman of the Board, the President and the
Vice Chairmen of the Board shall be chosen from among the Board of Directors,
but the other officers need not be members of the Board.
SECTION 2. ADDITIONAL OFFICERS.
The Board may appoint such other officers, agents and employees as it shall
deem appropriate.
SECTION 3. TERMS OF OFFICE.
All officers, agents and employees of the Corporation shall hold their
respective offices or positions at the pleasure of the Board of Directors and
may be removed at any time by the Board of Directors with or without cause.
SECTION 4. DUTIES.
The officers, agents and employees shall perform the duties and exercise the
powers usually incident to the offices or positions held by them respectively,
and/or such other duties and powers as may be assigned to them from time to
time by the Board of Directors or the chief executive officer.
ARTICLE V
EXECUTIVE COMMITTEE
SECTION 1. ELECTION.
At any meeting of the Board, an Executive Committee, composed of the
Chairman of the Board and not less than one other member, may be elected by a
majority vote of the entire Board to serve until the Board shall otherwise
determine. The Chairman of the Board shall be the Chairman of the Executive
Committee. Members of the Executive Committee shall be members of the Board.
SECTION 2. POWERS.
The Executive Committee shall have and may exercise all of the powers of the
Board of Directors when the Board is not in session, except that it shall have
no power to (a) elect directors or officers; (b) alter, amend or repeal these
By-Laws or any resolution or resolutions of the Board of Directors relating to
the Executive Committee; (c) declare any dividend or make any other
distribution to the stockholders of the Corporation; (d) appoint any member of
the Executive Committee; or (e) take any other action which legally may be
taken only by the Board.
SECTION 3. RULES.
The Executive Committee shall adopt such rules as it may see fit with
respect to the calling of its meetings, the procedure to be followed thereat,
and its functioning generally.
SECTION 4. VACANCIES.
Vacancies in the Executive Committee may be filled at any time by a majority
vote of the entire Board.
6
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ARTICLE VI
INDEMNIFICATION OF DIRECTORS, OFFICERS AND EMPLOYEES
SECTION 1.
The Corporation shall indemnify to the full extent permitted by, and in the
manner permissible under, the laws of the State of Delaware any person made,
or threatened to be made, a party to an action or proceeding, whether
criminal, civil, administrative or investigative, by reason of the fact that
he, his testator or intestate is or was a director, officer or employee of the
Corporation, or served any other enterprise as a director, officer or employee
at the request of the Corporation.
For purposes of this Section, service "at the request of the Corporation"
shall include, without limitation, (a) service as a director, officer or
employee of a majority-owned subsidiary of the Corporation and (b) service by
a director, officer or employee of the Corporation or a majority-owned
subsidiary of the Corporation (i) as a director or officer of an enterprise in
which the Corporation holds, directly or indirectly, an ownership interest,
(ii) with respect to an employee benefit plan, when such person's service as a
director, officer or employee of the Corporation or a majority-owned
subsidiary of the Corporation imposes duties on, or involves services by, such
person with respect to such plan, and (iii) as a director, officer or employee
of an enterprise other than that referred to in (i) when such person's service
as a director, officer or employee of the Corporation or a majority-owned
subsidiary of the Corporation imposes duties on, or involves services by, such
person with respect to such enterprise.
SECTION 2. GENERAL.
The foregoing provisions of this Article VI shall be deemed to be a contract
between the Corporation and each director, officer and employee referred to in
such provisions who serves in such capacity at any time while this By-Law is
in effect, and any repeal or modification thereof shall not affect any rights
or obligations then existing with respect to any state of facts then or
theretofore existing or any action, suit or proceeding theretofore or
thereafter brought based in whole or in part upon any such state of facts.
The foregoing rights of indemnification shall not be deemed exclusive of any
other rights to which any director, officer or employee may be entitled apart
from the provisions of this Article.
ARTICLE VII
SEAL
SECTION 1.
The Corporate seal shall bear the name of the Corporation, the date 1976 and
the words "Corporate Seal, Delaware".
ARTICLE VIII
AMENDMENTS
SECTION 1. AMENDMENT OF BY-LAWS.
Subject to the provisions of the Certificate of Incorporation, these By-Laws
may be altered, amended or repealed at any regular meeting of the stockholders
(or at any special meeting thereof duly called for that purpose) by a majority
vote of the shares represented and entitled to vote at such meeting; provided
that in the notice of such special meeting notice of such purpose shall be
given. Subject to the laws of the State of Delaware, the Certificate of
Incorporation and these By-Laws, the Board of Directors may by majority vote
of those present at any meeting at which a quorum is present amend these By-
Laws, or enact such other By-Laws as in their judgment may be advisable for
the regulation of the conduct of the affairs of the Corporation.
7
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND>
THIS FINANCIAL DATA SCHEDULE IS BEING RESTATED TO REFLECT COMPLIANCE WITH FAS
128 AND TO REFLECT A TWO-FOR-ONE STOCK SPLIT IN 1997. THIS SCHEDULE CONTAINS
SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE DECEMBER 31, 1995 FORM 10-K AND
ANNUAL REPORT, AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL
STATEMENTS.
</LEGEND>
<RESTATED>
<CIK> 0000067182
<NAME> JOYCE NICHOLS
<MULTIPLIER> 1,000,000
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1995
<PERIOD-END> DEC-31-1995
<CASH> 498
<SECURITIES> 0
<RECEIVABLES> 7,316
<ALLOWANCES> 0
<INVENTORY> 3,287
<CURRENT-ASSETS> 12,056
<PP&E> 51,719
<DEPRECIATION> 26,869
<TOTAL-ASSETS> 42,138
<CURRENT-LIABILITIES> 13,054
<BONDS> 4,629
0
722
<COMMON> 888
<OTHER-SE> 16,341
<TOTAL-LIABILITY-AND-EQUITY> 42,138
<SALES> 73,413<F1>
<TOTAL-REVENUES> 75,370<F1>
<CGS> 41,630
<TOTAL-COSTS> 45,378
<OTHER-EXPENSES> 19,446
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 467
<INCOME-PRETAX> 4,391
<INCOME-TAX> 2,015
<INCOME-CONTINUING> 2,376
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 2,376
<EPS-PRIMARY> 2.93
<EPS-DILUTED> 2.88
<FN>
<F1>SALES AND TOTAL REVENUES INCLUDE $8,646 MILLION OF EXCISE AND STATE GASOLINE
TAXES
</FN>
</TABLE>
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND>
THIS FINANCIAL DATA SCHEDULE IS BEING RESTATED TO REFLECT COMPLIANCE WITH FAS
128 AND TO REFLECT A TWO-FOR-ONE STOCK SPLIT IN 1997. THIS SCHEDULE CONTAINS
SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE MARCH 31, 1996 FORM 10-Q, AND
IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<RESTATED>
<CIK> 0000067182
<NAME> JOYCE NICHOLS
<MULTIPLIER> 1,000,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-END> MAR-31-1996
<CASH> 620
<SECURITIES> 0
<RECEIVABLES> 7,459
<ALLOWANCES> 0
<INVENTORY> 3,089
<CURRENT-ASSETS> 12,200
<PP&E> 52,444
<DEPRECIATION> 27,509
<TOTAL-ASSETS> 42,324
<CURRENT-LIABILITIES> 12,959
<BONDS> 4,674
0
712
<COMMON> 889
<OTHER-SE> 16,602
<TOTAL-LIABILITY-AND-EQUITY> 42,324
<SALES> 18,528<F1>
<TOTAL-REVENUES> 18,700<F1>
<CGS> 10,671
<TOTAL-COSTS> 11,326
<OTHER-EXPENSES> 4,610
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 116
<INCOME-PRETAX> 1,522
<INCOME-TAX> 786
<INCOME-CONTINUING> 736
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 736
<EPS-PRIMARY> .92
<EPS-DILUTED> .90
<FN>
<F1>SALES AND TOTAL REVENUES INCLUDE $2,137 MILLION OF EXCISE AND STATE GASOLINE
TAXEs
</FN>
</TABLE>
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND>
THIS FINANCIAL DATA SCHEDULE IS BEING RESTATED TO REFLECT COMPLIANCE WITH FAS
128 AND TO REFLECT A TWO-FOR-ONE STOCK SPLIT IN 1997. 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>
<RESTATED>
<CIK> 0000067182
<NAME> JOYCE NICHOLS
<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> 1.89
<EPS-DILUTED> 1.85
<FN>
<F1>SALES AND TOTAL REVENUES INCLUDE $4,372 MILLION OF EXCISE AND STATE GASOLINE
TAXES
</FN>
</TABLE>
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND>
THIS FINANCIAL DATA SCHEDULE IS BEING RESTATED TO REFLECT COMPLIANCE WITH FAS
128 AND TO REFLECT A TWO-FOR-ONE STOCK SPLIT IN 1997. THIS SCHEDULE CONTAINS
SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE SEPTEMBER 30, 1996 FORM 10-Q,
AND IS QUALIFIED IN ITS ENTIRETY BE REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<RESTATED>
<CIK> 0000067182
<NAME> JOYCE NICHOLS
<MULTIPLIER> 1,000,000
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-END> SEP-30-1996
<CASH> 706
<SECURITIES> 0
<RECEIVABLES> 7,561
<ALLOWANCES> 0
<INVENTORY> 3,454
<CURRENT-ASSETS> 12,637
<PP&E> 55,311
<DEPRECIATION> 27,980
<TOTAL-ASSETS> 46,227
<CURRENT-LIABILITIES> 14,993
<BONDS> 4,925
0
693
<COMMON> 890
<OTHER-SE> 17,213
<TOTAL-LIABILITY-AND-EQUITY> 46,227
<SALES> 57,642<F1>
<TOTAL-REVENUES> 58,546<F1>
<CGS> 33,687
<TOTAL-COSTS> 35,590
<OTHER-EXPENSES> 14,368
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 332
<INCOME-PRETAX> 4,715
<INCOME-TAX> 2,427
<INCOME-CONTINUING> 2,288
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 2,288
<EPS-PRIMARY> 2.85
<EPS-DILUTED> 2.79
<FN>
<F1>SALES AND TOTAL REVENUES INCLUDE $6,685 MILLION OF EXCISE AND STATE GASOLINE
TAXES
</FN>
</TABLE>
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND>
THIS FINANCIAL DATA SCHEDULE IS BEING RESTATED TO REFLECT COMPLIANCE WITH FAS
128 AND TO REFLECT A TWO-FOR-ONE STOCK SPLIT IN 1997. THIS SCHEDULE CONTAINS
SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE DECEMBER 31, 1996 FORM 10-K AND
ANNUAL REPORT, AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL
STATEMENTS.
</LEGEND>
<RESTATED>
<CIK> 0000067182
<NAME> JOYCE NICHOLS
<MULTIPLIER> 1,000,000
<S> <C>
<PERIOD-TYPE> 12-MOS
<FISCAL-YEAR-END> DEC-31-1996
<PERIOD-END> DEC-31-1996
<CASH> 808
<SECURITIES> 0
<RECEIVABLES> 8,192
<ALLOWANCES> 0
<INVENTORY> 3,017
<CURRENT-ASSETS> 12,895
<PP&E> 55,127
<DEPRECIATION> 27,648
<TOTAL-ASSETS> 46,408
<CURRENT-LIABILITIES> 15,248
<BONDS> 4,450
0
686
<COMMON> 891
<OTHER-SE> 17,495
<TOTAL-LIABILITY-AND-EQUITY> 46,408
<SALES> 80,365<F1>
<TOTAL-REVENUES> 81,503<F1>
<CGS> 47,490
<TOTAL-COSTS> 50,215
<OTHER-EXPENSES> 19,535
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 455
<INCOME-PRETAX> 6,111
<INCOME-TAX> 3,147
<INCOME-CONTINUING> 2,964
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 2,964
<EPS-PRIMARY> 3.69
<EPS-DILUTED> 3.62
<FN>
<F1>SALES AND TOTAL REVENUES INCLUDE $9,236 MILLION OF EXCISE AND STATE GASOLINE
TAXES
</FN>
</TABLE>
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND>
THIS FINANCIAL DATA SCHEDULE IS BEING RESTATED TO REFLECT COMPLIANCE WTH FAS 128
AND TO REFLECT A TWO-FOR-ONE STOCK SPLIT IN 1997. THIS SCHEDULE CONTAINS SUMMARY
FINANCIAL INFORMATION EXTRACTED FROM THE MARCH 31, 1997 FORM 10-Q, AND IS
QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<RESTATED>
<CIK> 0000067182
<NAME> JOYCE NICHOLS
<MULTIPLIER> 1,000,000
<S> <C>
<PERIOD-TYPE> 3-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-END> MAR-31-1997
<CASH> 966
<SECURITIES> 0
<RECEIVABLES> 6,133
<ALLOWANCES> 0
<INVENTORY> 2,453
<CURRENT-ASSETS> 10,513
<PP&E> 50,814
<DEPRECIATION> 25,407
<TOTAL-ASSETS> 44,026
<CURRENT-LIABILITIES> 12,910
<BONDS> 4,386
0
678
<COMMON> 893
<OTHER-SE> 17,559
<TOTAL-LIABILITY-AND-EQUITY> 44,026
<SALES> 15,935<F1>
<TOTAL-REVENUES> 16,186<F1>
<CGS> 10,468
<TOTAL-COSTS> 11,111
<OTHER-EXPENSES> 2,481
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 98
<INCOME-PRETAX> 1,690
<INCOME-TAX> 864
<INCOME-CONTINUING> 826
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 826
<EPS-PRIMARY> 1.03
<EPS-DILUTED> 1.01
<FN>
<F1>SALES AND TOTAL REVENUES INCLUDE $1,422 MILLION OF EXCISE AND STATE GASOLINE
TAXES
</FN>
</TABLE>
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND>
THIS FINANCIAL DATA SCHEDULE IS BEING RESTATED TO REFLECT COMPLIANCE WITH FAS
128 AND TO REFLECT A TWO-FOR-ONE STOCK SPLIT IN 1997. THIS SCHEDULE CONTAINS
SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE JUNE 30, 1997 FORM 10-Q, AND IS
QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<RESTATED>
<CIK> 0000067182
<NAME> JOYCE NICHOLS
<MULTIPLIER> 1,000,000
<S> <C>
<PERIOD-TYPE> 6-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-END> JUN-30-1997
<CASH> 887
<SECURITIES> 0
<RECEIVABLES> 6,516
<ALLOWANCES> 0
<INVENTORY> 2,522
<CURRENT-ASSETS> 10,926
<PP&E> 50,551
<DEPRECIATION> 25,485
<TOTAL-ASSETS> 44,560
<CURRENT-LIABILITIES> 13,064
<BONDS> 4,164
0
674
<COMMON> 893
<OTHER-SE> 18,015
<TOTAL-LIABILITY-AND-EQUITY> 44,560
<SALES> 32,307<F1>
<TOTAL-REVENUES> 32,935<F1>
<CGS> 20,999
<TOTAL-COSTS> 22,257
<OTHER-EXPENSES> 5,269
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 189
<INCOME-PRETAX> 3,278
<INCOME-TAX> 1,602
<INCOME-CONTINUING> 1,676
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 1,676
<EPS-PRIMARY> 2.10
<EPS-DILUTED> 2.05
<FN>
<F1>SALES AND TOTAL REVENUES INCLUDE $2,946 MILLION OF EXCISE AND STATE GASOLINE
TAXES
</FN>
</TABLE>
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 5
<LEGEND>
THIS FINANCIAL DATA SCHEDULE IS BEING RESTATED TO REFLECT COMPLIANCE WITH FAS
128 AND TO REFLECT A TWO-FOR-ONE STOCK SPLIT IN 1997. THIS SCHEDULE CONTAINS
SUMMARY FINANCIAL INFORMATION EXTRACTED FROM THE SEPTEMBER 30, 1997 FORM 10-Q,
AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS.
</LEGEND>
<RESTATED>
<CIK> 0000067182
<NAME> JOYCE NICHOLS
<MULTIPLIER> 1,000,000
<S> <C>
<PERIOD-TYPE> 9-MOS
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-END> SEP-30-1997
<CASH> 1,064
<SECURITIES> 0
<RECEIVABLES> 6,140
<ALLOWANCES> 0
<INVENTORY> 2,411
<CURRENT-ASSETS> 10,600
<PP&E> 50,187
<DEPRECIATION> 25,234
<TOTAL-ASSETS> 44,176
<CURRENT-LIABILITIES> 12,524
<BONDS> 4,103
0
669
<COMMON> 894
<OTHER-SE> 17,974
<TOTAL-LIABILITY-AND-EQUITY> 44,176
<SALES> 48,257<F1>
<TOTAL-REVENUES> 49,332<F1>
<CGS> 31,158
<TOTAL-COSTS> 33,006
<OTHER-EXPENSES> 8,056
<LOSS-PROVISION> 0
<INTEREST-EXPENSE> 331
<INCOME-PRETAX> 4,940
<INCOME-TAX> 2,372
<INCOME-CONTINUING> 2,568
<DISCONTINUED> 0
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 2,568
<EPS-PRIMARY> 3.21
<EPS-DILUTED> 3.15
<FN>
<F1>SALES AND TOTAL REVENUES INCLUDE $4,432 MILLION OF EXCISE AND STATE GASOLINE
TAXES
</FN>
</TABLE>
