AMOCO CO
10-Q, 1996-05-13
PETROLEUM REFINING
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             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 March 31, 1996 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 March 31, 1996--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.

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                PART I--FINANCIAL INFORMATION

Item 1.  Financial Statements

Condensed Consolidated Statement of Income
(millions of dollars)
                                            Three Months
                                               Ended
                                              March 31,
                                            1996      1995
                                                    
Revenues:                                           
  Sales and other operating revenues..... $ 6,482   $ 5,809
  Consumer excise taxes..................     819       808
  Other income...........................     103       122
    Total revenues.......................   7,404     6,739
                                                    
Costs and Expenses:                                 
  Purchased crude oil, natural gas,                 
    petroleum products and merchandise...   3,457     3,023
  Operating expenses.....................     958     1,001
  Petroleum exploration expenses,                   
    including exploratory dry holes......     105        99
  Selling and administrative expenses....     444       434
  Taxes other than income taxes..........   1,001       977
  Depreciation, depletion, amortization,           
    and retirements and abandonments.....     464       450
  Interest expense:                                 
    Affiliates...........................     121       123
    Other................................      26        42
      Total costs and expenses...........   6,576     6,149
                                                    
Income before income taxes...............     828       590
                                                    
Income taxes.............................     230       144
                                                    
Net income............................... $   598   $   446

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Condensed Consolidated Statement of Financial Position
(millions of dollars)
                                            March 31,  Dec. 31,
                                              1996       1995
ASSETS                                                 
Current Assets:                                        
  Cash ...................................  $   136    $   145
  Marketable securities--at cost..........      382        855
  Accounts and notes receivable (less                  
    allowances of $13 at March 31, 1996,               
    and $12 at December 31, 1995).........    2,757      2,744
  Inventories.............................      974        870
  Prepaid expenses and income taxes.......      724        689
    Total current assets..................    4,973      5,303
                                                       
Investments and Other Assets:                          
  Affiliates..............................    1,430      1,428
  Other...................................    1,256      1,063
                                              2,686      2,491
Properties--at cost, less accumulated                  
  depreciation, depletion and amorti-                  
  zation of $23,746 at March 31, 1996,                 
  and $23,337 at December 31, 1995 (The                
  successful efforts method of accounting              
  is followed for costs incurred in oil                
  and gas producing activities)...........   19,066     18,532
    Total assets..........................  $26,725    $26,326
                                                       
LIABILITIES AND SHAREHOLDER'S EQUITY                   
                                                       
Current Liabilities:                                   
  Current portion of long-term obligations  $    36    $   196
  Short-term obligations..................      602        266
  Accounts payable........................    2,117      2,496
  Accrued liabilities.....................      910        948
  Taxes payable (including income taxes)..      698        672
    Total current liabilities.............    4,363      4,578
                                                       
Long-Term Debt:                                        
  Affiliates..............................    4,568      4,608
  Other debt..............................    2,163      2,177
                                              6,731      6,785
Deferred Credits and Other Non-Current
  Liabilities:
  Income taxes............................    2,548      2,502
  Other...................................    1,930      1,895
                                              4,478      4,397
Minority Interest.........................      111        110
Shareholder's Equity......................   11,042     10,456
    Total liabilities and shareholder's                
      equity..............................  $26,725    $26,326
                                                       
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Condensed Consolidated Statement of Cash Flows
(millions of dollars)
                                                  Three Months Ended
                                                       March 31,
                                                    1996      1995
Cash Flows from Operating Activities:                       
  Net income...................................   $   598   $   446
  Adjustments to reconcile net income to net                
    cash provided by operating activities:                  
    Depreciation, depletion, amortization,                  
      and retirement and abandonments..........       464       450
    Other......................................      (643)     (543)
    Net cash provided by operating activities..       419       353
                                                            
Cash Flows From Investing Activities:                       
  Capital expenditures.........................      (633)     (434)
  Proceeds from dispositions of property and                
    other assets...............................       131        39
  Net investments, advances and business                    
    acquisitions...............................      (563)      (23)
  Other........................................         3       (12)
    Net cash used in investing activities......    (1,062)     (430)
                                                            
Cash Flows From Financing Activities:                       
  New long-term obligations....................        16        48
  Repayment of long-term obligations...........      (191)      (14)
  Increase in short-term obligations...........       336        96
    Net cash used in financing activities......       161       130
                                                            
(Decrease) increase in Cash and Marketable                  
  Securities...................................      (482)       53
Cash and Marketable Securities-Beginning of                 
  Period.......................................     1,000     1,238
Cash and Marketable Securities-End of Period...   $   518   $ 1,291
      
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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 substantially all petroleum  and
chemical  operations except Amoco Canada  Petroleum  Company
Ltd.  ("Amoco  Canada"). Amoco guarantees  the  public  debt
obligations of the Company. The Company and Amoco  guarantee
the  public notes and debentures of Amoco Canada  and  Amoco
Argentina Oil Company ("Amoco Argentina").

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

The  Company earned $598 million for the first three  months
of  1996,  compared with $446 million for  the  first  three
months  of  1995.  The increase in earnings  for  the  first
quarter  of 1996 reflected strong exploration and production
("E&P") earnings, primarily reflecting higher energy prices.
Chemical  earnings continued strong while petroleum products
decreased  slightly,  reflecting the continuous  competitive
environment in that segment.

Sales and other operating revenues totaled $6.5 billion  for
the  first quarter of 1996, 12 percent higher than the  $5.8
billion  reported in the corresponding 1995 period.  Natural
gas  and refined products revenues increased 34 percent  and
14  percent, respectively, resulting from both higher prices
and volumes.

Purchases of crude oil, natural gas, petroleum products  and
merchandise totaled $3.5 billion for the first three  months
of  1996,  14 percent higher that the first three months  of
1995.  The  increase  was primarily attributable  to  higher
crude oil purchase prices and volumes.


Outlook

The  Company  and  the  oil industry  will  continue  to  be
affected  by  the  volatility of crude oil and  natural  gas
prices.   Affecting   chemicals   and   petroleum   products
activities is the overall industry product supply and demand
balance.  The  Company's future performance is  expected  to
continue to be impacted by its organizational structure  and
associated  savings;  ongoing cost reduction  programs;  the
divestment   of   marginal  properties  and  underperforming
assets;   application   of   new   technologies;   and   new
governmental regulations.

The  Company's exploration efforts will continue  to  target
those areas that offer the most potential. Amoco will pursue
areas  that  capitalize  on its natural  gas  resources  and
continue  to expand internationally. Amoco's E&P barrel-oil-
equivalent  production in the United States is  expected  to
remain approximately at the 1995 level. Production from  the
Liuhua oil field in the South China Sea, which came onstream
in  late  March, should benefit crude oil production  by  an
average of 30,000 barrels per day for the remainder of 1996.
Overseas  natural  gas  production is expected  to  increase
modestly in 1996.

In  the  petroleum products sector, the Company  anticipates
weak  U.S.  industry refining margins in the near term.  The
Company  will  continue to pursue additional cost  reduction
programs  and  improved asset utilization. Refining  results
should  benefit  from  higher  utilization  rates  in  1996,
reflecting reduced planned downtime.

In the chemical sector, while the near-term industry outlook
is continuing to soften for commodity chemicals, the Company
expects  long-term growth to exceed 3 percent,  with  higher
growth  anticipated  in  the Asia-Pacific  region.  Purified
terephthalic  acid's  ("PTA")  average  annual   growth   is
expected  to  be  7 percent over the next decade,  with  the
largest  demand  growth expected to be in  the  Asia-Pacific
region, while worldwide paraxylene ("PX") demand is expected
to  grow about 6 percent per year. In order to meet expected
growth  in PTA and PX demand, the Company's chemical segment
is expanding its wholly owned and joint-venture operations.

The  Company  continues  to  seek  attractive  opportunities
worldwide    and    is   constantly   reviewing    strategic
alternatives. The Company will also continue to evaluate and
divest  marginal properties and underperforming  assets.  As
previously  announced, Amoco and Shell Oil Company  plan  to
form  a  partnership  combining exploration  and  production
assets  in the greater Permian Basin area of west Texas  and
southeast New Mexico. Final agreement is contingent  on  the
successful  completion  of  ongoing  discussions   regarding
design, management and operation of the company. Start-up of
the  partnership is expected in 1996. Also, Amoco  announced
the possible divestment of Atlanta-based Amoco Foam Products
Company ("Amoco Foam"). Amoco Foam is a leading manufacturer
and marketer of polyester foam products, with nine plants in
the  United  States.  In 1995, Amoco Foam  product  revenues
totaled $288 million.


Liquidity and Capital Resources

Cash  flows  from  operating  activities  amounted  to  $419
million in the first three months of 1996 compared with $353
million  in  the  comparable 1995  period.  Working  capital
totaled  $610 million at March 31, 1996, compared with  $725
million  at year-end 1995. The Company's current  ratio  was
1.14  to 1 at March 31, 1996 and 1.16 to 1 at year-end 1995.
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 flexibility since the Company  has
ready access to both short- and long-term debt markets.

The  Company's ratio of debt to debt-plus-equity  on  public
obligations  was  20.1 percent at March 31,  1996,  compared
with  20  percent  at  year-end 1995.  Including  debt  with
affiliates,  the ratio was 39.8 percent at March  31,  1996,
and  40.7  percent  at year-end 1995.  In  early  1996,  the
Company  redeemed the $25 million, 9 7/8 percent  debentures
due  2016 and the $57 million, 9 3/4 percent debentures  due
2016.  The  ratio  of earnings to fixed  charges  on  public
obligations  was  14.6 to 1 for 1996's  first  three  months
compared  with  11.6  to 1 for the year ended  December  31,
1995.

The Company believes that its strong financial position will
permit  it  to  finance business needs and opportunities  as
they  arise.  To maintain flexibility, a shelf  registration
statement  for  $500 million in debt securities  remains  on
file with the Securities and Exchange Commission ("SEC")  to
permit ready access to capital markets. Amoco Argentina,  an
indirect  wholly  owned subsidiary of the Company,  filed  a
shelf  registration with the SEC for $200  million  in  debt
securities,  of  which $100 million in debt securities  were
subsequently  issued. Amoco Corporation  and  Amoco  Company
guarantee  the  securities issued  under  this  registration
statement.

On  March  1,  1996,  Albemarle Corporation's  ("Albemarle")
alpha-olefins,  poly  alpha olefins and  synthetics  alcohol
businesses  were purchased for approximately  $500  million.
The  purchase  involved about 550 employees  and  assets  in
Texas and Belgium.

Capital   and   exploration  expenditures,   excluding   the
Albemarle  acquisition, totaled $738 million for  the  first
three months of 1996 compared with $533 million spent during
the  same  period of 1995. Approximately 88 percent  of  the
total  1996  expenditures  was  spent  in  exploration   and
production operations.

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

The  Internal  Revenue Service ("IRS")  has  challenged  the
application  of  certain  foreign income  taxes  as  credits
against  Amoco's U.S. taxes that otherwise would  have  been
payable  for the years 1980 through 1989. On June 18,  1992,
the   IRS  issued  a  statutory  Notice  of  Deficiency  for
additional  taxes  in  the  amount  of  $466  million,  plus
interest,  relating  to 1980 through  1982.  Amoco  filed  a
petition  in the U.S. Tax Court contesting the IRS statutory
Notice of Deficiency. Trial on the matter was held in  April
1995.  The  Tax Court issued an opinion on March  28,  1996,
deciding that Amoco was entitled to its foreign tax  credits
for the years 1980 through 1982 and that additional taxes of
$466  million  claimed  by the IRS were  not  due.   Pending
resolution  of  final  tax  computations,  the  Tax  Court's
decision  will  become final and will be subject  to  appeal
within  ninety days. A comparable adjustment of foreign  tax
credits  for each year has been proposed for the years  1983
through  1989  based  upon subsequent IRS  audits.   Similar
challenges could arise relating to years subsequent to 1989.
Amoco  believes  that  the foreign income  taxes  have  been
reflected   properly  in  its  U.S.  federal  tax   returns.
Consequently,  this  dispute  is  not  expected  to  have  a
material  adverse  effect  on  the  liquidity,  results   of
operations, or the consolidated financial position of Amoco.

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
liquidity,  consolidated 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 $7.7 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,  while  the  aggregate  amount   could   be
significant,  it  will not be material in  relation  to  its
liquidity or 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


    Shown below is summarized financial information of
    the Company's indirectly wholly owned subsidiary,
    Amoco Argentina.
                                     
                                        Three Months
                                           Ended
                                         March 31,
                                       1996      1995
                                   (millions of dollars)
    Revenues........................   $  75     $ 61
    Net income......................   $  27     $ 24
                                               
                                               
                                     March 31  Dec. 31,
                                       1996      1995
                                   (millions of dollars)
                                               
    Current assets..................   $  94     $  73
    Total assets....................   $ 419     $ 389
    Current liabilities.............   $  52     $  49
    Non-current liabilities.........   $ 113     $ 113
    Shareholder's equity............   $ 254     $ 227
                                               


Item 6.  Exhibits and Reports on Form 8-K
(a)  Exhibits

Exhibit
Number

  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 March 31, 1996.

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                          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: May 13, 1996

                              Judith G. Boynton
                              Judith G. Boynton
                              Vice President and Controller
                              (Duly Authorized and Chief
                               Accounting Officer)

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                                                                    EXHIBIT 12
                                       
                                AMOCO COMPANY
                                       
               STATEMENT SETTING FORTH COMPUTATION OF RATIO OF
                          EARNINGS TO FIXED CHARGES
                     (millions of dollars, except ratios)

                                                                      
                             Three                                    
                            Months                                    
                             Ended           Year Ended December 31,
                                     
                           March 31, 
                             1996      1995     1994    1993    1992    1991
Determination of Income:                                              
Consolidated earnings                                                 
 before income taxes                                                  
 and minority interest...     $ 829  $2,425   $2,688  $2,427  $1,823  $2,093
Fixed charges expensed by                                             
 consolidated companies..        61     233      140     193     238     231
Adjustments for certain                                               
 companies accounted for                                              
  by the equity method...         1      10        7       9      18      12
Adjusted earnings plus                                                
 fixed charges...........     $ 891  $2,668   $2,835  $2,629  $2,079  $2,336
                                                                      
Determination of Fixed Charges:                                       
Consolidated interest on                                              
 indebtedness (including                                              
 interest capitalized)...     $  39  $  152   $  127  $  162  $  219  $  216
Consolidated rental                                                   
 expense representative                                               
 of an interest factor...        20      71        7      31      20      22
Adjustments for certain                                               
 companies accounted for                                              
 by the equity method....         2       6        5       6      12      17
Total fixed charges......     $  61  $  229   $  139  $  199  $  251  $  255
                                                                      
Ratio of earnings to                                                  
 fixed charges...........      14.6*   11.6*    20.4*   13.2     8.3     9.2
                                                                      


*Based  on public debt obligations. Including debt with affiliates,  the
ratio  would have been 5.6 as of March 31, 1996, 4.4 as of December  31,
1995, and 13.0 as of December 31, 1994.

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<TABLE> <S> <C>

<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from the
Condensed Consolidated Statements 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>                   3-MOS
<FISCAL-YEAR-END>                          DEC-31-1996
<PERIOD-START>                             JAN-01-1996
<PERIOD-END>                               MAR-31-1996
<CASH>                                             136
<SECURITIES>                                       382
<RECEIVABLES>                                     2770
<ALLOWANCES>                                        13
<INVENTORY>                                        974
<CURRENT-ASSETS>                                  4973
<PP&E>                                           42812
<DEPRECIATION>                                   23746
<TOTAL-ASSETS>                                   26725
<CURRENT-LIABILITIES>                             4363
<BONDS>                                           2163
                                0
                                          0
<COMMON>                                             0
<OTHER-SE>                                       11042
<TOTAL-LIABILITY-AND-EQUITY>                     26725
<SALES>                                           6482
<TOTAL-REVENUES>                                  7404
<CGS>                                             4520
<TOTAL-COSTS>                                     4520
<OTHER-EXPENSES>                                  1465
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                                  26
<INCOME-PRETAX>                                    828
<INCOME-TAX>                                       230
<INCOME-CONTINUING>                                598
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                       598
<EPS-PRIMARY>                                        0
<EPS-DILUTED>                                        0
        
<PAGE>
<PAGE>

</TABLE>


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