AMOCO CO
10-Q, 1994-11-14
PETROLEUM REFINING
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<PAGE>
<PAGE>
                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

                                   FORM 10-Q


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

    For the quarterly period ended September 30, 1994 or         

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

    For the transition period from            to           

  Commission file number 1-8888

                                 AMOCO COMPANY                    
            (Exact name of registrant as specified in its charter)

                    DELAWARE                                 36-3353184     
       (State or other jurisdiction of                    (I.R.S. Employer
        incorporation or organization)                  Identification No.)

   200 EAST RANDOLPH DRIVE, CHICAGO, ILLINOIS                 60601         
    (Address of principal executive offices)               (Zip Code)

                                312-856-6111                           
    (Registrant's telephone number, including area code)

                                   NOT APPLICABLE                           
    (Former name, former address, and former fiscal year, if changed since   
   last report)


  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       

  Number of shares outstanding as of September 30, 1994--100.                

  Registrant meets  the conditions set forth in  General Instructions H(1)(a)
  and   (b)  of Form  10-Q and  is therefore  filing this  form with  reduced
  disclosure format.

                                      1.<PAGE>
<PAGE>
                         PART I--FINANCIAL INFORMATION
                             

  Item 1.  Financial Statements

  Condensed Consolidated Statement of Income
  (millions of dollars)
                                       Three Months          Nine Months
                                           Ended                Ended
                                       September 30,        September 30,    
                                      1994       1993      1994      1993 
                                                                             
                                                                             
   
  Revenues:                                                                  
    Sales and other operating
      revenues..................... $ 6,201    $ 5,650   $17,502   $17,136
    Consumer excise taxes..........     883        696     2,553     2,018
    Other income...................     120         67       682       133
      Total revenues...............   7,204      6,413    20,737    19,287

  Costs and Expenses:
    Purchased crude oil, petroleum
      products and merchandise.....   3,335      2,920     9,139     8,931
    Operating expenses.............   1,002        913     3,100     3,025
    Petroleum exploration expenses,
      including exploratory dry
      holes........................     109        146       365       327
    Selling and administrative
      expenses.....................     479        409     1,426     1,223
    Taxes other than income taxes..   1,046        875     3,077     2,581
    Depreciation, depletion,
      amortization, and retirements
      and abandonments.............     495        466     1,423     1,342
    Interest expense...............      22         42        84       139
      Total costs and expenses.....   6,488      5,771    18,614    17,568

  Income before income taxes.......     716        642     2,123     1,719

  Income taxes.....................     228        156       697       447

  Net income....................... $   488    $   486   $ 1,426   $ 1,272 

                                      2.<PAGE>
<PAGE>
  Condensed Consolidated Statement of Financial Position
  (millions of dollars)

                                                  Sept. 30,      Dec. 31,
                                                    1994          1993  
                              ASSETS
  Current Assets: 
    Cash......................................    $   107        $   100
    Marketable securities--at cost,
      which approximates fair value...........        928            482 
    Accounts and notes receivable (less
      allowances of $24 at September 30, 1994,
      and $62 at December 31, 1993)...........      2,711          2,443 
    Inventories...............................        843            947 
    Prepaid expenses and income taxes.........        580            411 
      Total current assets....................      5,169          4,383 

  Investments and Other Assets................      1,212          1,027 

  Properties--at cost, less accumulated
    depreciation, depletion and amortization
    of $21,559 at September 30, 1994, and
    $20,589 at December 31, 1993 (The
    successful efforts method of accounting is
    followed for costs incurred in oil and gas
    producing activities).....................     18,041         18,103 
      Total assets............................    $24,422        $23,513 

           LIABILITIES AND SHAREHOLDER'S EQUITY
  Current Liabilities:        
    Current portion of long-term obligations..    $    45        $    51 
    Short-term obligations....................          -            652 
    Accounts payable..........................      1,869          2,056 
    Accrued liabilities.......................      1,072            722 
    Taxes payable (including income taxes)....        546            495 
      Total current liabilities...............      3,532          3,976 

  Long-Term Debt..............................      2,093          1,967

  Deferred Credits and Other Non-Current
      Liabilities:
    Income taxes..............................      2,464          2,372 
    Other.....................................      2,091          2,069 
                                                    4,555          4,441 

  Shareholder's Equity........................     14,242         13,129 
      Total liabilities and shareholder's 
        equity................................    $24,422        $23,513 

                                      3.<PAGE>
<PAGE>
  Condensed Consolidated Statement of Cash Flows
  (millions of dollars)
                                                      Nine Months Ended
                                                        September 30,  
                                                       1994       1993 
                                                        
  Cash Flows From Operating Activities: 
    Net income....................................    $1,426     $1,272 
      Adjustments to reconcile net income to net
       cash provided by operating activities:
       Depreciation, depletion, amortization, and
         retirements and abandonments.............     1,423      1,342 
       Other......................................      (232)      (820)
        Net cash provided by operating activities.     2,617      1,794 

                                                               
  Cash Flows From Investing Activities: 
    Capital expenditures..........................    (1,427)    (1,689)
    Proceeds from dispositions of property and
      other assets................................       143        170
    Other.........................................       (15)       (40)
        Net cash used in investing activities.....    (1,299)    (1,559)


  Cash Flows From Financing Activities: 
    New long-term obligations.....................       171        532 
    Repayment of long-term obligations............       (46)    (1,002)
    Distributions to Amoco Corporation............      (338)      (663)
    Increase (decrease) in short-term obligations.      (652)       279 
        Net cash used in financing activities.....      (865)      (854)
                                                               

  Increase (Decrease) in Cash & Mrktbl. Securities       453       (619)
  Cash and Marketable Securities-Beginning of
    Period........................................       582        975 
  Cash and Marketable Securities-End of Period....    $1,035     $  356 


                                      4.<PAGE>
<PAGE>
  Basis of Financial Statement Preparation

  Amoco  Company  (the  "Company")  is a  wholly  owned  subsidiary of  Amoco
  Corporation, an Indiana corporation  ("Amoco"), and is the  holding company
  for all  petroleum and chemical  operations except  Amoco Canada  Petroleum
  Company Ltd.  ("Amoco Canada").   Amoco guarantees  the outstanding  public
  debt obligations of the Company.

  The condensed financial statements contained herein  are unaudited and have
  been prepared from the books and records of the Company.  In the opinion of
  management, the financial statements reflect all adjustments, consisting of
  only  normal recurring adjustments,  necessary for a fair  statement of the
  results for the  interim periods.  The condensed financial  statements have
  been  prepared  in  accordance  with the  instructions  to  Form 10-Q  and,
  therefore,  do  not  include  all information  and  notes  necessary for  a
  complete presentation of results of operations, financial position and cash
  flows in conformity with generally accepted accounting principles.  

  Item 2.  Management's Narrative Analysis of Results of Operations

  Results of Operations

  Nine Months 1994 vs. Nine Months 1993
  The Company  earned  $1,426 million  for  the first  nine months  of  1994,
  compared  with $1,272 million for the first  nine months of 1993.  Included
  in current-year results were after-tax environmental charges of $32 million
  and  restructuring charges of  $149 million.   Of  this latter  amount, $51
  million related  to costs directly associated with  severances of employees
  expected to occur by mid-1995.  The remaining $98 million was  attributable
  to various facility closings and asset dispositions.  The 1994 results also
  included after-tax benefits of  $270 million relating to  final settlements
  with the Internal Revenue Service involving crude oil excise taxes ("COET")
  in  the 1980s.  Results for 1993 included after-tax charges of $170 million
  associated  with   the  writedown  of  Congo   exploration  and  production
  operations to current  recoverable value, and tax benefits of  $54 million,
  primarily related to the disposition of certain operations.

  Adjusting  both  periods for  these  items, nine-month  1994 net  income of
  $1,337 million  was $51 million  below 1993's earnings  of $1,388  million.
  Exploration  and production earnings were down primarily due to lower crude
  oil  prices, which averaged  about $2 per  barrel below last  year's level.
  Also  contributing to  the  decline  were  lower  refining,  marketing  and
  transportation  earnings attributable  to  lower  refined product  margins.
  Partly offsetting  were improved  chemical earnings, resulting  from higher
  volumes and margins in major product lines.

  Sales and other operating revenues totaled $17.5 billion for the first nine
  months of  1994, slightly  higher than  the $17.1  billion reported  in the
  corresponding  1993  period.    Natural gas  revenues  were  up 22  percent
  reflecting  higher volumes  worldwide, and  chemical revenues  increased 20
  percent resulting from  higher volumes and prices for major  product lines.
  Partly offsetting was a 13 percent drop in crude oil revenues  due to lower

                                      5.<PAGE>
<PAGE>
  prices and volumes.   

  Consumer excise  taxes increased 27  percent for the  first nine months  of
  1994, compared  with last  year's levels,  reflecting the  effect of  a tax
  increase  on transportation fuels resulting  from the enactment  of Omnibus
  Budget  Reconciliation Act of 1993.  Higher other income for the first nine
  months  of  1994 compared  with  the  corresponding 1993  period, primarily
  reflected the second-quarter 1994 COET settlement.

  Purchases  of crude  oil, petroleum products  and merchandise  totaled $9.1
  billion for  the first nine  months of  1994, slightly  higher than  1993's
  first nine months, primarily attributable to higher natural gas and refined
  product volumes, and increased chemical  purchases.  Partly offsetting were
  lower crude oil and refined product prices.

  Operating expenses totaled $3.1 billion for the  first nine months of 1994,
  essentially level with the  corresponding 1993 period.  Second-quarter 1994
  expenses included restructuring charges of $150  million related to various
  facility  closings and  asset  dispositions.   First-quarter  1993 included
  charges associated with the  writedown of Congo exploration and  production
  operations.  Excluding these items, operating expenses were slightly higher
  due to  increased chemical  manufacturing expenses  related to  the  fourth
  quarter  1993  acquisition  of  Phillips  Fibers  Corporation,  and  higher
  production expenses overseas reflecting added production.
   
  Petroleum exploration expenses of $365  million in the first nine months of
  1994  increased 12  percent, compared  with the  prior-year period,  mainly
  attributable to higher dry hole costs overseas.  Selling and administrative
  expenses for  the first nine months  of 1994 were up  17 percent, primarily
  resulting  from second-quarter  1994 restructuring  charges of  $79 million
  related  to severance  costs,  unfavorable currency  effects  and increases
  related to natural gas activities.

  Taxes other than  income taxes increased 19  percent during the first  nine
  months of  1994, compared with  the prior-year period,  principally due  to
  increased consumer excise taxes.  Interest expense decreased 40 percent for
  the first nine months of 1994 compared with the like 1993 period, primarily
  due to revised estimates of future tax obligations and the effects of  debt
  refinancing. 

  Third Quarter 1994 vs. Third Quarter 1993
  Earnings for the third quarter of 1994 were $488 million, essentially level
  with $486 million  for the third quarter of 1993.   Results for the current
  quarter included  after-tax charges  of $32 million  representing estimated
  future costs  of environmental remediation activities.   Third-quarter 1993
  earnings included benefits of $51 million related to prior-year taxes, more
  than offset  by adverse deferred  taxes of $53  million resulting from  the
  enactment of the Omnibus Budget Reconciliation Act of 1993.  

  Excluding these items, third-quarter 1994 earnings of $520 million were $32
  million higher  than last year's  third quarter earnings  of $488  million.
  Chemical earnings improved on the strength of higher volumes and margins in

                                      6.<PAGE>
<PAGE>
  major  product  lines.    Exploration  and  production  earnings  increased
  reflecting  higher  crude oil  prices,  which averaged  about $1  above the
  similar  1993 period.  Partly offsetting were lower refining, marketing and
  transportation earnings due to lower refined product margins.  

  Third-quarter  1994 sales and other operating revenues of $6.2 billion were
  10 percent higher  than the $5.7 billion reported in  1993's third quarter.
  Chemical  revenues  and natural  gas  revenues improved  29 percent  and 19
  percent, respectively,  due  to  increased volumes  and  prices.    Refined
  product revenues increased 7 percent primarily resulting from  higher sales
  volumes.

  Consumer excise taxes increased  27 percent for the third quarter  of 1994,
  compared  with last year's levels, reflecting  the effect of a tax increase
  on  transportation fuels  resulting  from the  enactment of  Omnibus Budget
  Reconciliation Act of 1993.

  Purchases  of crude oil,  petroleum products  and merchandise  totaled $3.3
  billion for the third quarter of 1994, 14 percent  higher than 1993's third
  quarter,  primarily attributable  to higher  natural gas  purchase volumes.
  Also contributing to the increase were higher crude oil and refined product
  purchase prices, and increased chemical purchases. 

  Third-quarter  1994 operating  expenses were 10 percent  above 1993's third
  quarter  mainly   reflecting  higher  environmental  charges.     Petroleum
  exploration expenses of $109 million in the third quarter of 1994 decreased
  25  percent, compared with  the prior-year  period, mainly  attributable to
  lower  dry hole  costs.   Selling and  administrative expenses  were up  17
  percent for the third quarter  of 1994, due in part to unfavorable currency
  effects and increases related to natural gas activities.

  Taxes  other  than income  taxes  increased 20  percent during  the current
  quarter  of  1994, compared  with  the  prior-year  period  mainly  due  to
  increased consumer excise taxes.  Interest expense decreased 48 percent for
  the current quarter compared  with the corresponding 1993 period, primarily
  due to revised estimates of future tax obligations and the effects  of debt
  refinancing. 

  Outlook

  The Company and the oil industry will continue  to be affected by the price
  volatility  of crude  oil and  natural gas.    Also affecting  chemical and
  refining, marketing  and transportation activities are crude oil prices and
  the  overall industry  product supply  and demand  balance.   The Company's
  future performance  is expected to  be impacted by  ongoing cost  reduction
  programs, the divestment of marginal properties and underperforming assets,
  application of new technologies and new governmental regulation.

  In July 1994, Amoco Corporation announced that its organizational structure
  was being changed to  improve profitability, increase operating flexibility
  and  position Amoco for  long-term growth.  Amoco's  strategies now will be
  carried  out  by 17  business  groups.   A  newly  created shared  services

                                      7.<PAGE>
<PAGE>
  organization  will provide support  service to the  business groups.   As a
  result  of the  restructuring,  an  after-tax charge  of $256  million  was
  accrued  in  the second  quarter  of 1994  by  Amoco.   Approximately 3,800
  positions will  be eliminated by July  1995.  Through the  third quarter of
  1994, charges  against the accrual associated  with severance, representing
  approximately  400 employees,  and  other costs  totaled about  $20 million
  after tax.   

  An additional  700 positions will  be eliminated  by the end  of 1996 as  a
  result  of  ongoing  process redesign  to improve  efficiencies  in support
  functions.    Additional  restructuring   costs   of   approximately   $200
  million  (after-tax)   are  expected  to  be  incurred  by  Amoco   through
  1996  to  reflect  costs   for  severance,  system  redesign,  relocations,
  work  consolidation  and development  of  new processes  in support  of the
  restructuring.  Through  the third quarter of 1994, costs  incurred related
  to these activities were not significant.

  Liquidity and Capital Resources

  Cash  flows from  operating activities  amounted to  $2,617 million  in the
  first nine months  of 1994 compared with  $1,794 million in  the comparable
  1993 period.  Working capital totaled $1,637 million at September 30, 1994,
  up from $407 million at year-end 1993.  Consequently, the Company's current
  ratio increased to 1.46 to 1 at September 30, 1994, from 1.10 to 1 at year-
  end 1993.  As a matter of policy, the Company practices asset and liability
  management  techniques that are designed to minimize its investment in non-
  cash  working  capital.    This does  not  impair  operating capability  or
  flexibility since the Company has ready access to both short-term and long-
  term debt markets.

  Amoco Oil Company,  a wholly owned subsidiary of  the Company, announced in
  April 1994 that  it had signed a  letter of intent to negotiate  a contract
  with subsidiaries of Associates Corporation of North America ("Associates")
  whereby  Associates would  issue and  process  Amoco Oil's  consumer credit
  cards.  This  transaction was completed in September.   Effective September
  20, 1994, Associates became the grantor of credit, owner of the receivables
  and manager of credit risks for Amoco Oil's consumer credit cards.  

  The Company's  debt totaled $2.1  billion at September  30, 1994,  compared
  with $2.7 billion at year-end 1993.  The reduction in debt largely reflects
  application of the proceeds from  the sale of credit card receivables.  The
  Company's ratio of debt to debt-plus-equity was 13 percent at September 30,
  1994,  compared with 16.8 percent at year-end  1993.  The ratio of earnings
  to fixed charges was 17.1 to 1  for 1994's first nine months compared  with
  13.2 to 1 for the year ended December 31, 1993.

  The  Company believes  its  strong  financial position  will permit  it  to
  finance business needs and opportunities in an orderly manner.  To maintain
  flexibility,  a  shelf  registration statement  for  $500  million  in debt
  securities remains on  file with the Securities and Exchange  Commission to
  permit ready access to capital markets.

                                      8.<PAGE>
<PAGE>
  Capital and  exploration expenditures totaled $1,792 million  for the first
  nine months  of 1994 compared to  the $2,016 million spent  during the same
  period of 1993.

  The  Company  has provided  in  its accounts  for the  reasonably estimable
  future costs of probable  environmental remediation obligations relating to
  various oil and  gas operations,  refineries, marketing sites and  chemical
  locations, including multiparty  sites at which the Company and  certain of
  its subsidiaries have been identified as potentially responsible parties by
  the U.S.  Environmental Protection Agency.   Such estimated  costs will  be
  refined over  time as  remedial requirements and regulations  become better
  defined.  However, any  additional environmental costs cannot be reasonably
  estimated  at this  time  due to  uncertainty of  timing, the  magnitude of
  contamination,  future technology,  regulatory changes  and other  factors.
  Although future  costs could  have a significant  effect on the  results of
  operations  in any  one period,  they are  not expected  to be  material in
  relation to the Company's liquidity or consolidated financial position.  In
  total, the accrued  liability represents a reasonable best estimate  of the
  Company's remediation liability.

                          PART II--OTHER INFORMATION
  Item 1.  Legal Proceedings
  There  have  been  no material  developments  in  the status  of  the legal
  proceedings reported in Part I,  Item 3 of the Company's 1993 Annual Report
  on Form 10-K and the description of legal proceedings in Part II, Item 1 of
  the Company's Report on Form 10-Q for the quarter ended June 30, 1994.

  Twelve proceedings  instituted by  governmental authorities are  pending or
  known  to  be   contemplated  against  the  Company  and  certain   of  its
  subsidiaries  under  federal, state  or local  environmental laws,  each of
  which  could result  in  monetary sanctions  in  excess  of $100,000.    No
  individual proceeding  is, nor are the proceedings as  a group, expected to
  have  a material adverse  effect on the Company's  consolidated cash flows,
  financial position or results of operations.  The Company estimates that in
  the aggregate the  monetary sanctions reasonably likely to be  imposed from
  these proceedings amount to approximately $5.9 million.

  The Company  has various other  suits and claims  pending against  it among
  which are several  class actions for substantial monetary damages  which in
  the  Company's opinion  are not  meritorious.   While  it is  impossible to
  estimate  with  certainty the  ultimate  legal  and financial  liability in
  respect to  these other suits  and claims,  the Company  believes that  the
  aggregate  amount  will not  be  material in  relation to  its consolidated
  financial position.

  Item 2.  Changes in Securities
  Not applicable.

  Item 3.  Defaults upon Senior Securities
  Not applicable.
                                      
  Item 4.  Submission of Matters to a Vote of Security Holders
  Not applicable.

  Item 5.  Other Information
  Not applicable.  
                                       9.<PAGE>
<PAGE>
  
  Item 6.  Exhibits and Reports on Form 8-K
  (a)  Exhibits

                                                              Sequentially
       Exhibit                                                   Numbered
       Number                                                      Page     

         12     Statement Setting Forth Computation of Ratio          
                of Earnings to Fixed Charges.                         

         27     Financial Data Schedule.

  (b)  No reports on Form 8-K were filed during the quarter
       ended September 30, 1994.







                                      10.<PAGE>

<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.


                                                       Amoco Company
                                                        (Registrant)


  Date: November 14, 1994

                                             J. R. Reid                   
                                             J. R. Reid    
                                             Vice President and Controller
                                             (Duly Authorized and Chief
                                              Accounting Officer)







                                      11.<PAGE>

<PAGE>

                                                              EXHIBIT 12
                                  AMOCO COMPANY

                 STATEMENT SETTING FORTH COMPUTATION OF RATIO OF
                            EARNINGS TO FIXED CHARGES
                       (millions of dollars, except ratios)

                           Nine Months
                              Ended            Year Ended December 31,       
                            Sept. 30,   
                               1994      1993    1992    1991    1990    1989

Determination of Income:
  Consolidated earnings
   before income taxes
   and minority interest..   $2,123    $2,427  $1,823  $2,093  $3,456  $3,048

  Fixed charges expensed by
   consolidated companies.      133       193     238     231     266     298

  Adjustments for certain
   companies accounted for
   by the equity method...        7         9      18      12      24      22

  Adjusted earnings plus
   fixed charges..........   $2,263    $2,629  $2,079  $2,336  $3,746  $3,368


Determination of Fixed Charges:
  Consolidated interest on
   indebtedness (including
   interest capitalized)..   $   93    $  162  $  219  $  216  $  232  $  254

  Consolidated rental
   expense representative
   of an interest factor..       36        31      20      22      30      30

  Adjustments for certain
   companies accounted for
   by the equity method...        3         6      12      17      15      21


  Total fixed charges.....   $  132    $  199  $  251  $  255  $  277  $  305


Ratio of earnings to
   fixed charges..........     17.1      13.2     8.3     9.2    13.5    11.1

                                                  12.<PAGE>

<TABLE> <S> <C>

<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from the
Condensed Consolidated Statement of Income and the Condensed Consolidated
Statement of Financial Position and is qualified in its entirety by reference to
such financial statements.
</LEGEND>
<CIK> 0000766916
<NAME> AMOCO COMPANY
<MULTIPLIER> 1000000
       
<S>                             <C>
<PERIOD-TYPE>                   9-MOS
<FISCAL-YEAR-END>                          DEC-31-1994
<PERIOD-START>                             JAN-01-1994
<PERIOD-END>                               SEP-30-1994
<CASH>                                             107
<SECURITIES>                                       928
<RECEIVABLES>                                     2735
<ALLOWANCES>                                        24
<INVENTORY>                                        843
<CURRENT-ASSETS>                                  5169
<PP&E>                                           39600
<DEPRECIATION>                                   21559
<TOTAL-ASSETS>                                   24422
<CURRENT-LIABILITIES>                             3532
<BONDS>                                           2093
<COMMON>                                             0
                                0
                                          0
<OTHER-SE>                                       14242
<TOTAL-LIABILITY-AND-EQUITY>                     24422
<SALES>                                          17502
<TOTAL-REVENUES>                                 20737
<CGS>                                            12604
<TOTAL-COSTS>                                    12604
<OTHER-EXPENSES>                                  4500
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                                  84
<INCOME-PRETAX>                                   2123
<INCOME-TAX>                                       697
<INCOME-CONTINUING>                               1426
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                      1426
<EPS-PRIMARY>                                        0
<EPS-DILUTED>                                        0
        

</TABLE>


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