AMOCO CORP
10-Q, 1994-11-14
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 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 1-170-2


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


                    INDIANA                             36-1812780           
      (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--496,889,658.        
       
                                        1.<PAGE>
<PAGE>
                         PART I--FINANCIAL INFORMATION

  Item 1.  Financial Statements

  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  $ 6,764  $ 6,205  $19,221  $18,924
    Consumer excise taxes.............      883      698    2,553    2,028
    Other income......................      133      169      806      288
        Total revenues................    7,780    7,072   22,580   21,240

  Costs and Expenses:
    Purchased crude oil, petroleum
      products and merchandise........    3,593    3,139    9,972    9,716
    Operating expenses................    1,118    1,075    3,508    3,491
    Petroleum exploration expenses,
      including exploratory dry holes.      151      164      428      360
    Selling and administrative expenses     550      454    1,711    1,411
    Taxes other than income taxes.....    1,061      891    3,129    2,647
    Depreciation, depletion, amorti-
      zation, and retirements and
      abandonments....................      572      561    1,686    1,622
    Interest expense..................       64       80      199      253
        Total costs and expenses......    7,109    6,364   20,633   19,500

  Income before income taxes..........      671      708    1,947    1,740  

  Income taxes........................      226      188      694      504 

  Net income..........................  $   445  $   520  $ 1,253  $ 1,236 

  Weighted average number of shares
    of common stock outstanding (in
    thousands)........................  496,847  496,898  496,648  496,754

  Per Share Data (Based on weighted
    average shares outstanding):   

  Net income..........................  $   .89  $  1.05  $  2.52  $  2.49 

  Cash dividends per share............  $   .55  $   .55  $  1.65  $  1.65

                                        2.<PAGE>
<PAGE>
  Consolidated Statement of Financial Position
  (millions of dollars) 
                                                     Sept. 30,     Dec. 31,
                                                        1994         1993 
                         ASSETS       
  Current Assets:
    Cash............................................. $   113      $   103
    Marketable securities--at cost,
      which approximates fair value..................   1,530        1,114
    Accounts and notes receivable (less allowances
      of $27 at September 30, 1994, and $65 at
      December 31, 1993).............................   2,946        3,196
    Inventories
      Crude oil and products.........................     740          813
      Materials and supplies.........................     296          297
    Prepaid expenses and income taxes................     677          571
      Total current assets...........................   6,302        6,094
  Investments and Other Assets:
    Investments and related advances.................     369          318
    Long-term receivables and other assets...........     753          705
                                                        1,122        1,023
  Properties--at cost, less accumulated
    depreciation, depletion and amortization of
    $24,399 at September 30, 1994, and $23,204
    at December 31, 1993 (The successful efforts       
    method of accounting is followed for costs
    incurred in oil and gas producing activities)....  21,387       21,369
      Total assets................................... $28,811      $28,486
                                                      
         LIABILITIES AND SHAREHOLDERS' EQUITY
  Current Liabilities:
    Current portion of long-term obligations......... $    46      $    53
    Short-term obligations...........................     116        1,007
    Accounts payable.................................   2,450        2,473
    Accrued liabilities..............................   1,090          974
    Taxes payable (including income taxes)...........     954          836
      Total current liabilities......................   4,656        5,343

  Long-Term Debt.....................................   4,446        4,037

  Deferred Credits and Other Non-Current Liabilities:
    Income taxes.....................................   3,115        2,995
    Other............................................   2,430        2,425
                                                        5,545        5,420
  Minority Interest..................................      14           21

  Shareholders' Equity:
    Common stock (authorized 800,000,000 shares;
      issued and outstanding at September 30, 1994 
      --496,889,658 shares; December 31, 1993
      --496,401,099 shares)..........................   2,168        2,147
    Earnings retained and invested in the business...  11,991       11,557
    Foreign currency translation adjustment..........      (9)         (39)
                                                       14,150       13,665
      Total liabilities and shareholders' equity..... $28,811      $28,486

                                        3.<PAGE>
<PAGE>
  Consolidated Statement of Cash Flows
  (millions of dollars)
                                                         Nine Months Ended
                                                            September 30, 
                                                           1994      1993 

  Cash Flows From Operating Activities:
    Net income.........................................  $ 1,253   $ 1,236 
    Adjustments to reconcile net income to net
      cash provided by operating activities:  
      Depreciation, depletion, amortization, and
        retirements and abandonments...................    1,686     1,622
      Decrease in receivables..........................       72        62
      (Increase) decrease in inventories...............       74      (102)
      Increase (decrease) in payables and accrued 
        liabilities....................................      209      (533)
      Deferred taxes and other items...................     (140)       37 
        Net cash provided by operating activities......    3,154     2,322



  Cash Flows From Investing Activities:
    Capital expenditures...............................   (1,699)   (1,926)
    Proceeds from dispositions of properties  
      and other assets.................................      138       308
    New investments, advances and business 
      acquisitions.....................................      (11)      (14)
    Proceeds from sales of investments.................      175        27
    Other..............................................       (9)      (53)
        Net cash used in investing activities..........   (1,406)   (1,658)



  Cash Flows From Financing Activities:
    New long-term obligations..........................      418     1,022
    Repayment of long-term obligations.................      (50)   (1,504)
    Cash dividends paid................................     (819)     (819)
    Issuances of common stock..........................       20        24
    Increase (decrease) in short-term obligations......     (891)      291 
        Net cash used in financing activities..........   (1,322)     (986)

  Increase (decrease) in Cash and Marketable Securities      426      (322)
  Cash and Marketable Securities-Beginning of Period...    1,217     1,288
  Cash and Marketable Securities-End of Period.........  $ 1,643   $   966

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

  The consolidated  financial statements  contained herein are  unaudited and
  have been prepared from the books and records of Amoco Corporation ("Amoco"
  or  the "Corporation").   In  the opinion  of management,  the consolidated
  financial  statements reflect  all adjustments,  consisting of  only normal
  recurring  adjustments, necessary for  a fair statement of  the results for
  the  interim periods.    The consolidated  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 Discussion and Analysis

  Results of Operations

  Comparisons  of net income for the first nine months and third quarter were
  affected by various items, summarized in the table below:

  (Millions of dollars              Nine Months           Third Quarter 
  Incr./(decr.) net income)       1994       1993        1994       1993
  COET settlement                $ 270      $   -       $   -      $   -
  Restructuring accrual           (256)         -           -          - 
  Congo writedown                    -       (170)          -          -  
  Disposition of Canadian
    properties                       -         70           -         70
  Tax obligations and other          -         60           -          4
  Environmental provisions         (32)         -         (32)         - 

  Nine Months 1994 vs. Nine Months 1993
  Net income for the first nine months of 1994 amounted to $1,253 million, or
  $2.52 per share.   Included in first nine-month results  were third-quarter
  after-tax  environmental   charges  of   $32  million  and   second-quarter
  restructuring charges  of $256 million  after tax.  Of  this latter amount,
  $146 million  related to costs  directly associated with  the severance  of
  approximately 3,800 employees expected to occur by mid-1995.  The remaining
  $110  million  was  attributable  to various  facility  closings  and asset
  dispositions.  Current-year results also included second-quarter  after-tax
  benefits  of $270 million  relating to final settlements  with the Internal
  Revenue Service  involving crude oil  excise taxes ("COET")  in the  1980s.
  Excluding these items, first nine-months 1994 earnings were $1,271 million,
  or $2.56 per share. 

  Net  income for the  first nine  months of 1993 totaled  $1,236 million, or
  $2.49 per share.  Included in first nine-month results were charges of $170
  million  related  to  the  writedown of  Congo  exploration  and production
  operations to  current recoverable value,  gains of  $70 million associated
  with  the  disposition of  certain  non-strategic  Canadian properties  and
  favorable net tax adjustments of $60 million, of which  $56 million related
  to  disposition of certain operations.  Excluding these items, earnings for
  the first nine months of 1993 would have been $1,276 million, or $2.57  per
  share.
                                        5.<PAGE>
<PAGE>
  On an adjusted basis, earnings for the first  nine months of 1994 of $1,271
  million were  essentially level  with the  similar 1993  period, reflecting
  improved chemical earnings,  resulting from higher  volumes and  margins in
  major product  lines, and lower  net corporate expenses.   Offsetting  were
  decreased exploration and production earnings mainly due to lower crude oil
  prices, which  averaged about $2  per barrel below  last year's  level, and
  lower   refining,   marketing   and  transportation   earnings,   primarily
  attributable to lower refined product margins.

  Sales and other operating revenues totaled $19.2 billion for the first nine
  months  of 1994, 2  percent higher  than the $18.9 billion  reported in the
  corresponding  1993  period.     Chemical  revenues  increased  20  percent
  resulting  from  improved  volumes  and  prices  for  major  product lines.
  Natural  gas revenues  were  21  percent above  the 1993  level,  primarily
  reflecting higher sales volumes.  Partly offsetting were decreases in crude
  oil revenues of 9 percent, due to lower prices and volumes.

  Consumer  excise taxes increased  26 percent for  the first nine  months of
  1994  compared with  1993,  reflecting  the effect  of  a  tax increase  on
  transportation fuels  resulting from  the enactment  of the  Omnibus Budget
  Reconciliation Act of 1993.  Higher other income for  the first nine months
  of the current  year compared with the corresponding 1993  period primarily
  reflected the second-quarter 1994 COET settlement. 

  Purchases  of crude  oil, petroleum  products and  merchandise  totaled $10
  billion  for the first  nine months  of 1994, 3 percent  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 purchase prices.

  Operating expenses totaled $3.5 billion for  the first nine months of 1994,
  essentially level with the corresponding 1993 period.  Second-quarter  1994
  expenses included  restructuring charges of $169 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
  reflecting  increased  chemical  manufacturing  expenses from  the  fourth-
  quarter  1993 acquisition  of  Phillips Fibers  Corporation,  and increased
  production expense overseas reflecting added production.  Partly offsetting
  were the effects of lower production expenses in Canada.

  Petroleum exploration expenses of $428 million  in the first nine months of
  1994  increased 19  percent, compared  with the  prior-year  period, mainly
  attributable  to higher dry hole costs in Canada and overseas.  Selling and
  administrative  expenses  for the  first  nine months  were up  21 percent,
  primarily resulting from second-quarter  1994 restructuring charges of $225
  million  related to  severance costs,  lower currency  gains  and increases
  related to natural gas activities.

  Taxes other  than income taxes  increased in  the first nine  months by  18
  percent compared with  the prior-year  period principally due to  increased

                                        6.<PAGE>
<PAGE>
  consumer excise taxes.  Interest expense decreased 21 percent for the first
  nine months of  1994 compared with  the corresponding 1993  period, due  to
  revised  estimates  of  future  tax obligations  and  the  effects of  debt
  refinancing.


  Third Quarter 1994 vs. Third Quarter 1993
  Third-quarter  1994 net  income totaled  $445 million,  or $.89  per share,
  compared with  $520 million, or  $1.05 per  share in the  third quarter  of
  1993.   Included in  1994 third-quarter earnings were  after-tax charges of
  $32  million   representing   estimated  future   costs  of   environmental
  remediation activities.   Adjusting  for these charges,  1994 third-quarter
  earnings were $477 million, or $.96 per share.

  Third-quarter 1993 results  included a gain of $70 million  associated with
  the  disposition  of  Canadian  properties  and  favorable  prior-year  tax
  adjustments totaling $57 million,  partially offset by adverse deferred tax
  effects  of  $53 million  resulting  from enactment  of the  Omnibus Budget
  Reconciliation Act of  1993.  Exclusive of these items,  third-quarter 1993
  earnings were $446 million, or $.90 per share.

  On an  adjusted basis, operating results  for the third quarter  of 1994 of
  $477  million  were 7  percent  higher  than  last  year's  third  quarter,
  reflecting  higher sales volumes and margins for most chemical products and
  higher  crude oil  prices, which  averaged  about $1  per barrel  above the
  similar  1993 period.  Partly offsetting were lower refining, marketing and
  transportation earnings, resulting from lower refined product margins.  

  Sales  and  other operating  revenues  totaled $6.8  billion for  the third
  quarter  of 1994, 9 percent higher than the $6.2 billion reported in 1993's
  third quarter.   Chemical and natural gas revenues  improved 29 percent and
  16 percent,  respectively, due to  increased volumes and  prices.   Refined
  product revenues increased 6 percent resulting from higher volumes.

  Consumer excise  taxes increased 26  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 the Omnibus Budget
  Reconciliation Act of 1993. 

  Purchases of crude  oil, petroleum  products and  merchandise totaled  $3.6
  billion  for  the  third  quarter of  1994,  14  percent  higher  than  the
  comparable prior-year 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 totaling $1.1 billion were  4 percent
  above 1993's third quarter mainly reflecting higher environmental charges.
  Petroleum exploration expenses of $151 million in the third quarter of 1994
  decreased 8 percent compared with  prior-year level, mainly attributable to
  lower dry  hole costs.  Selling  and administrative expenses for  the third
  quarter  of 1994 were  up 21  percent, due in part  to unfavorable currency
  effects and increases related to natural gas activities.

                                        7.<PAGE>
<PAGE>
  Taxes  other than income taxes increased in  the current quarter of 1994 by
  19 percent compared with the prior-year period principally due to increased
  consumer excise taxes.  Interest expense decreased 20 percent for the third
  quarter of 1994 compared with the corresponding 1993 period, due to revised
  estimates of future tax obligations and the effects of debt refinancing.

  For the 12 months ended September 30, 1994, return on average shareholders'
  equity was 13.3 percent compared  with 13.7 percent for the 12 months ended
  September 30,  1993.  Return on  average capital employed  was 10.4 percent
  for  the 12-month  period  ended  September 30,  1994, compared  with  10.7
  percent for the corresponding prior-year period.

  Results by Industry Segment
                                     Nine Months          Third Quarter 
  (Millions of dollars)             1994      1993       1994       1993
  Exploration and Production 
    United States                 $  698    $  639      $ 193      $ 156  
    Non-U.S.                          21        21         14         62   
  Refining, Mktg. and Trans.         316       567        157        225
  Chemicals                          350       157        154         60
  Other Operations*                 (138)      (35)       (14)         6   
  Corporate                            6      (113)       (59)        11 
    Net Income                    $1,253    $1,236      $ 445      $ 520

                           
  *    Other  Operations  include  technology operations,  offshore  contract
       drilling,  real  estate  interests,  hazardous-waste  incineration and
       other activities.


  Nine Months 1994 vs. Nine Months 1993
  U.S. Exploration and Production

  U.S. exploration and production ("E&P")  operations earned $698 million  in
  1994 compared with $639 million earned in the similar 1993 period.

  Included  in  first nine-month  results  were  second-quarter restructuring
  charges  of  $47 million,  primarily  related to  severance costs,  and $90
  million  associated with the  favorable COET settlement.   Included in 1993
  nine-month earnings were  second-quarter provisions of $63 million  for the
  estimated future  costs of environmental remediation  activities related to
  past E&P operations,  and third-quarter net unfavorable  tax adjustments of
  $25 million, primarily reflecting adverse deferred  taxes from enactment of
  the Omnibus Reconciliation Act of 1993.

  Adjusting the respective  periods for these items,  nine-month 1994 results
  were  $655  million, $72  million  below  the  year-earlier  period.    The
  reduction  in 1994  earnings primarily  resulted from  lower crude  oil and
  natural gas prices, which for  Amoco averaged about $2 per barrel  and $.10
  per thousand  cubic feet  ("mcf") lower  than 1993 averages,  respectively.

                                                8.<PAGE>
<PAGE>
  Also  contributing  to the  decline were  lower crude  oil and  natural gas
  liquids ("NGL") production volumes, which averaged 290 thousand barrels per
  day ("MB/d")  for  the first  nine  months  of 1994,  6 percent  below  the
  comparable 1993 period.   Partly offsetting  were benefits  associated with
  higher natural gas volumes, which averaged 2.5  billion cubic feet per day,
  up slightly over  1993, and lower depreciation, depletion  and amortization
  and other expenses.

  Non-U.S. Exploration and Production

  E&P earnings outside the U.S. were $21 million for the first nine months of
  1994, the same as the year-earlier period.

  Results  for  1994 included  second-quarter  restructuring  charges of  $20
  million,  primarily related to  severance costs.  Included  in 1993 results
  were  first-quarter charges  of $170  million related  to the  writedown of
  Congo operations and third-quarter  benefits of $70 million attributable to
  a gain on disposition of certain non-strategic Canadian properties.

  Adjusting  both periods  for these  items, 1994  nine-month results  of $41
  million  were $80 million  lower than 1993 as  a result of  lower crude oil
  prices  and higher exploration  expense.  Also contributing  to the decline
  were   unfavorable   currency  effects   and   charges   relating  to   the
  relinquishment  of the Myanmar  concession.  Higher natural  gas prices and
  production volumes were partly offsetting.  

  For  the first nine months of 1994, natural gas production outside the U.S.
  averaged 1,667 million cubic feet per day and crude  oil and NGL production
  averaged  376 MB/d, both  about the same as  the corresponding 1993 period.
  New  production  increases  in  the  Netherlands, the  United  Kingdom  and
  Trinidad  offset lower  Canadian production,  the latter  reflecting third-
  quarter 1993 divestments of non-strategic properties.

  Refining, Marketing and Transportation

  Refining,  marketing and  transportation  ("RM&T")  activities earned  $316
  million  for the first nine months of  1994, compared with earnings of $567
  million  for the comparable  1993 period.   Included  in 1994  results were
  second-quarter restructuring  charges of $41 million,  primarily related to
  severance  costs, and  third-quarter  charges of  $32  million representing
  estimated future costs of  environmental remediation activities relating to
  past  operations.  Results for 1993 included second-quarter benefits of $59
  million associated with  a reduction in previous estimates of  future costs
  for environmental remediation activities.

  Excluding these  items, earnings of  $389 million were  $119 million  lower
  than the first nine months of 1993.  Contributing to the decline were lower
  U.S. refined  product margins  for Amoco, which  averaged about 1  cent per
  gallon below the 1993 period.  Also contributing to the decrease were lower
  earnings from NGL supply and marketing activities in Canada.  

  For  the first  nine months  of 1994,  U.S. refined product  sales averaged

                                                9.<PAGE>
<PAGE>
  1,172 MB/d, an  increase of 5 percent  over the corresponding 1993  period.
  Canadian sales of NGL averaged 160 MB/d, the  same as the first nine months
  of 1993.

  Chemicals

  Chemical operations earned $350 million for the first nine months of  1994.
  Included in 1994  results were second-quarter restructuring  charges of $36
  million, primarily related  to severance costs.  For  the first nine months
  of 1993, chemical operations earned $157 million.

  The  increase in  1994  earnings  resulted from  higher margins  and  sales
  volumes for  major product  lines, particularly purified  terephthalic acid
  ("PTA"),  reflecting  strong consumer  demand.   Worldwide PTA  and olefins
  volumes for  the first nine  months of  1994 increased 16  and 11  percent,
  respectively, over  the comparable 1993 period.  Polypropylene volumes were
  up 6 percent over last year.

  Other Operations and Corporate

  Other  operations, which include  technology operations,  offshore contract
  drilling,  real estate  interests, hazardous-waste  incineration  and other
  activities,  incurred losses of  $60 million for  the first  nine months of
  1994, excluding  second-quarter restructuring  charges of $78  million. The
  comparable results for 1993 were losses of $35 million.   The higher losses
  in  1994 reflected lower offshore contract drilling revenues and absence of
  gains realized in 1993.

  Corporate activities,  including net  interest and other  general corporate
  expenses,  reported income of $6 million for the first nine months of 1994,
  compared  with net  expenses  of  $113 million  in the  corresponding  1993
  period.  Results  for 1994 included second-quarter interest income  of $180
  million related  to the COET  settlement and restructuring  charges of  $34
  million.  Included in the 1993 results were tax benefits of $101 million of
  which  $56  million   was  associated  with  the   disposition  of  certain
  operations.   Adjusting for these  items, net expenses  for the first  nine
  months  of 1994 of $140 million were  $74 million lower than 1993 primarily
  reflecting lower net interest expense.


  Third Quarter 1994 vs. Third Quarter 1993
  U.S. Exploration and Production 

  U.S E&P  earnings were $193 million  in the third quarter  of 1994 compared
  with $156 million  earned in the third  quarter of 1993.  Included  in 1993
  earnings was  a  $25  million  unfavorable  adjustment  for  taxes,  mainly
  associated with passage of the Omnibus Budget Reconciliation Act of 1993.

  Exclusive of  that adjustment, the  1994 increase of  $12 million  resulted
  from an  increase in crude  oil prices of  approximately $1  per barrel and
  higher natural  gas  volumes,  and lower  exploration and  other  expenses.
  Partly  offsetting was  a decline  in natural  gas prices during  the third
                                                10.<PAGE>
<PAGE>
  quarter  of 1994.  Amoco's natural gas  prices averaged about $1.60 per mcf
  during  the quarter, down approximately $.20 per mcf from the third quarter
  of 1993.

  Natural gas production for the quarter averaged  2.4 billion cubic feet per
  day, up 2 percent over  the 1993 third-quarter average.  Crude oil  and NGL
  production  averaged 285  MB/d, 5  percent lower  than the  same prior-year
  period, reflecting normal field declines.

  Non-U.S. Exploration and Production

  E&P earnings  outside the  United States earned  $14 million  in the  third
  quarter  of 1994.  This compared with earnings  of $62 million in the third
  quarter  of  1993.   Included  in  1993  results  was  a  $70 million  gain
  associated  with   the  disposition   of  certain   non-strategic  Canadian
  properties.

  Excluding this gain, third-quarter 1994 earnings increased $22 million over
  the  similar  1993 period  reflecting  higher crude  oil prices,  and lower
  exploration  and operating  expenses.   Partly offsetting  were unfavorable
  currency effects.

  Natural gas  production averaged 1.5 billion cubic feet  per day during the
  quarter  compared with  1.6  billion cubic  feet per  day during  the third
  quarter  of  1993.    The  decline from  last  year  mainly  reflected  the
  divestment  of non-strategic  Canadian properties,  which more  than offset
  higher  North Sea production.   Crude  oil and NGL  production averaged 363
  MB/d  in the third quarter of 1994,  down slightly from the comparable 1993
  period, mainly reflecting Canadian divestments.

  Refining, Marketing and Transportation

  RM&T  activities  earned $157  million  during the  third quarter  of 1994,
  compared with $225 million earned in the third quarter of 1993.  

  Included in current-quarter results were charges  of $32 million associated
  with  estimates of  future costs  for environmental  remediation activities
  related to past operations.

  Adjusting  for these charges,  1994 earnings would have  been $189 million,
  $36 million lower  than the corresponding prior-year period.   The earnings
  decline  primarily reflected  lower refined  product margins,  resulting in
  part from a very competitive U.S. market.

  U.S. sales of refined products averaged 1,236 MB/d per day during the third
  quarter of 1994, an increase of 5 percent over  the comparable 1993 period.
  Refineries ran at 104 percent of rated capacity during the third quarter of
  both 1994 and 1993.

  Chemicals

  Chemical  operations  earned $154  million  in the  third quarter  of 1994,

                                                11.<PAGE>
<PAGE>
  compared with $60 million for the third quarter of 1993.

  The improvement in 1994 earnings resulted from continued strong performance
  as  margins  and  sales  volumes  increased  across  major  product  lines.
  Worldwide  PTA  and olefins  volumes  increased 15  percent and  9 percent,
  respectively,  above  last  year's  third-quarter  levels.    Polypropylene
  volumes were up 13 percent over third-quarter 1993.

  Other Operations and Corporate

  Other  operations, which  include technology operations,  offshore contract
  drilling, real  estate interests,  hazardous-waste incineration  and  other
  activities, incurred  a loss of $14  million in the third  quarter of 1994.
  This compared  with a  $6 million  gain in  the corresponding 1993  period,
  which reflected the continued efforts to dispose of noncore assets.

  Corporate activities,  including net  interest and other  general corporate
  expenses,  reported net  expenses of  $59 million in  the third  quarter of
  1994, compared with income of  $11 million for the comparable 1993  period.
  Included in the  1993 results were favorable prior-year tax  adjustments of
  $45 million.

  Outlook

  The Corporation  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.   Amoco'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 announced  that the  organizational structure  of the
  Corporation was being changed  to improve profitability, increase operating
  flexibility  and  position  the  Corporation  for long-term  growth.    The
  Corporation's  strategies now will be carried out by 17 business groups.  A
  newly created shared services 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.   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 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.
                                                12.<PAGE>
<PAGE>
  Liquidity and Capital Resources

  Cash flows  from operating  activities for  the first  nine months of  1994
  amounted to $3,154  million compared with $2,322 million in  the prior-year
  period.  Working capital of $1,646 million at September 30, 1994, increased
  $895 million from  $751 million  at December 31,  1993.  As  a result,  the
  Corporation's current ratio  increased to 1.35 to 1 at  September 30, 1994,
  from 1.14 to  1 at year-end 1993.  As  a matter of policy,  Amoco practices
  asset and liability management techniques that are designed to minimize its
  investment in non-cash  working capital.  This does not  impair operational
  capability  or flexibility since  the Corporation has ready  access to both
  short-term and long-term debt markets.

  Amoco  Oil Company, a wholly owned subsidiary of the Corporation, 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.

  Amoco's debt totaled $4.6 billion at September 30, 1994, compared with $5.1
  billion  at  year-end 1993.   The  reduction in  debt largely  reflects the
  application of the proceeds from the sale of credit card receivables.  Debt
  as a percent of  debt-plus-equity was 24.5  percent at September 30,  1994,
  compared with 27.1 percent at year-end 1993.  

  The Corporation  believes  its strong  financial position  will permit  the
  financing of business needs and  opportunities in an orderly manner.  It is
  anticipated  that   ongoing  operations  will  be   financed  primarily  by
  internally generated funds.    Short-term  obligations, such  as commercial
  paper  borrowings, give the Corporation the  flexibility to meet short-term
  working capital and  other temporary requirements.  At September  30, 1994,
  bank  lines  of credit  available  to  support commercial  paper borrowings
  amounted to $490 million,  all of which were supported by  commitment fees.
  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.

  Capital  and exploration  expenditures for  the first  nine months  of 1994
  totaled $2,127 million compared with $2,286 million for the comparable 1993
  period.  Approximately  71 percent of the total  1994 expenditures has been
  spent in exploration and production operations.

  The Corporation 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 Amoco 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

                                                13.<PAGE>
<PAGE>
  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  Amoco's
  liquidity  or consolidated  financial  position.   In  total,  the  accrued
  liability represents  a  reasonable  best  estimate of Amoco'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  Corporation's 1993 Annual
  Report on  Form 10-K and the  description of legal proceedings  in Part II,
  Item 1 of  the Corporation'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  Amoco 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  Amoco's  consolidated  cash flows,  financial
  position or  results of operations.  Amoco estimates  that in the aggregate
  the  monetary  sanctions  reasonably  likely  to  be  imposed  from   these
  proceedings amount to approximately $5.9 million.

  Amoco has various other suits and claims pending against it among which are
  several  class actions  for substantial monetary  damages which  in Amoco'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, Amoco 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.








                                                14.<PAGE>
<PAGE>
  Item 5.  Other Information
      Shown below is summarized financial information as to the assets,      
      liabilities and results  of  operations  of Amoco's wholly owned       
      subsidiary, Amoco Company.                                          
                                       Three Months       Nine Months
                                          Ended              Ended 
                                       September 30,      September 30, 
                                      1994      1993     1994      1993 
                                             (millions of dollars)
      Total revenues (including
        excise taxes).............. $ 7,204   $ 6,413  $20,737   $19,287
      Operating profit............. $   711   $   659  $ 1,816   $ 1,827
      Net income................... $   488   $   486  $ 1,426   $ 1,272

                                              Sept. 30, Dec. 31,
                                                 1994     1993 
                                             (millions of dollars)
      Current assets........................   $ 5,169  $ 4,383
      Total assets..........................   $24,422  $23,513
      Current liabilities...................   $ 3,532  $ 3,976
      Long-term debt........................   $ 2,093  $ 1,967
      Deferred credits......................   $ 4,555  $ 4,441
      Shareholder's equity..................   $14,242  $13,129




  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.



                                                15.<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 Corporation
                                                (Registrant)
  Date: November 14, 1994



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





                                                16.<PAGE>



                                                              EXHIBIT 12

                            AMOCO CORPORATION
                              _____________

              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.  $1,947   $2,506 $  998 $2,035 $3,410 $2,695
    Fixed charges expensed by
      consolidated companies     263      350    376    479    596    699
    Adjustments for certain
      companies accounted for
      by the equity method..       5       11     28     20     35     37

    Adjusted earnings plus
      fixed charges.........  $2,215   $2,867 $1,402 $2,534 $4,041 $3,431 
                                   
  Determination of Fixed Charges:
    Consolidated interest on
      indebtedness (including
      interest capitalized).  $  211   $  299 $  333 $  433 $  532 $  626
    Consolidated rental
      expense representative
      of an interest factor.      48       50     44     54     60     59
    Adjustments for certain
      companies accounted for
      by the equity method..       3        8     20     24     25     36

    Total fixed charges.....  $  262   $  357 $  397 $  511 $  617 $  721
                                   
  Ratio of earnings to
    fixed charges...........     8.5      8.0    3.5    5.0    6.5    4.8 

                                                 17.<PAGE>

<TABLE> <S> <C>

<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from the
Consolidated Statement of Income and the Consolidated Statement of Financial
Position and is qualified in its entirety by reference to such financial
statements.
</LEGEND>
<CIK> 0000093397
<NAME> AMOCO CORPORATION
<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>                                             113
<SECURITIES>                                      1530
<RECEIVABLES>                                     2973
<ALLOWANCES>                                        27
<INVENTORY>                                       1036
<CURRENT-ASSETS>                                  6302
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<DEPRECIATION>                                   24399
<TOTAL-ASSETS>                                   28811
<CURRENT-LIABILITIES>                             4656
<BONDS>                                           4446
<COMMON>                                          2168
                                0
                                          0
<OTHER-SE>                                       11982
<TOTAL-LIABILITY-AND-EQUITY>                     28811
<SALES>                                          19221
<TOTAL-REVENUES>                                 22580
<CGS>                                            13908
<TOTAL-COSTS>                                    13908
<OTHER-EXPENSES>                                  4815
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                                 199
<INCOME-PRETAX>                                   1947
<INCOME-TAX>                                       694
<INCOME-CONTINUING>                               1253
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                      1253
<EPS-PRIMARY>                                     2.52
<EPS-DILUTED>                                        0
        

</TABLE>


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