AMOCO CORP
10-K, 1994-03-23
PETROLEUM REFINING
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                      SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C. 20549
                                  Form 10-K
            (X) ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
            OF THE SECURITIES EXCHANGE ACT OF 1934 Fee Required

             For the fiscal year ended December 31, 1993 or

          ( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
           OF THE SECURITIES EXCHANGE ACT OF 1934 No Fee Required

          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)

   Registrant's telephone number including area code:      312-856-6111


   Securities registered pursuant to Section 12(b) of the Act:

                                             Name of each exchange
            Title of each class               on which registered
   Common Stock, without par value          New York, Chicago, Pacific,
                                            Toronto, Basel, Geneva,
                                            Lausanne and Zurich Stock
                                            Exchanges
   Guarantee of Amoco Company:
     8 5/8% Debentures Due 2016             New York Stock Exchange

        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,  and (2)  has been
   subject  to such  filing requirements  for the  past 90  days:   Yes   X
   No      .
        Indicate  by check mark if disclosure  of delinquent filers pursuant
   to Item 405  of Regulation S-K is not  contained herein, and will  not be
   contained, to the best of registrant's knowledge, in definitive proxy  or
   information statements incorporated by reference in Part III of this Form
   10-K or any amendment to this Form 10-K:   X
        Aggregate market value of voting stock held by non-affiliates as  of
   January 26, 1994, based on a closing  price of $53 5/8 was  approximately
   $26,600,000,000.
        Number  of common  shares outstanding  as of  January 26,  1994, was
   496,410,708 shares.
                   DOCUMENTS INCORPORATED BY REFERENCE
                  Proxy Statement dated March 14, 1994.
                                       1
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                                AMOCO CORPORATION
                                _________________

                                      INDEX
<TABLE>
<CAPTION>


                                                                            Page
    <S>                                                                     <C>
    PART I
     Items 1. and 2. Business and Properties
       Exploration and Production   . . . . . . . . . . . . . . . . . . . .    3
       Reserves   . . . . . . . . . . . . . . . . . . . . . . . . . . . . .    9
       Oil and Gas Sales Commitments  . . . . . . . . . . . . . . . . . . .    9
       Refining   . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   10
       Transportation   . . . . . . . . . . . . . . . . . . . . . . . . . .   10
       Marketing of Petroleum Products  . . . . . . . . . . . . . . . . . .   11
       Chemicals  . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   12
       Other Operations   . . . . . . . . . . . . . . . . . . . . . . . . .   13
       Research   . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   14
       Employees  . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   14
       Competition  . . . . . . . . . . . . . . . . . . . . . . . . . . . .   15
       Government Regulation  . . . . . . . . . . . . . . . . . . . . . . .   15
       Environmental Protection   . . . . . . . . . . . . . . . . . . . . .   16
       Executive Officers of the Registrant   . . . . . . . . . . . . . . .   17
     Item 3. Legal Proceedings  . . . . . . . . . . . . . . . . . . . . . .   19
     Item 4. Submission of Matters to a Vote of Security Holders  . . . . .   20
    PART II
     Item 5. Market for the Registrant's Common Equity and Related
     Stockholder Matters  . . . . . . . . . . . . . . . . . . . . . . . . .   20
     Item 6. Selected Financial Data  . . . . . . . . . . . . . . . . . . .   21
     Item 7. Management's Discussion and Analysis of Financial Condition
     and Results of Operations  . . . . . . . . . . . . . . . . . . . . . .   22
     Item 8. Financial Statements and Supplemental Information  . . . . . .   32
     Item 9. Changes in and Disagreements with Accountants on Accounting
     and Financial Disclosure   . . . . . . . . . . . . . . . . . . . . . .   74
    PART III
     Item 10. Directors and Executive Officers of the Registrant  . . . . .   74
     Item 11. Executive Compensation  . . . . . . . . . . . . . . . . . . .   74
     Item 12. Security Ownership of Certain Beneficial Owners and
     Management   . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   74
     Item 13. Certain Relationships and Related Transactions  . . . . . . .   74
    PART IV
     Item 14. Exhibits, Financial Statements Schedules, and Reports on Form
     8-K  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   74

</TABLE>
                                        2
<PAGE>
<PAGE>
                                AMOCO CORPORATION
                                 _______________

                                     PART I

   Items 1. and 2.  Business and Properties
        Amoco  Corporation was incorporated  in Indiana in 1889  and has its
   principal executive offices at 200 East Randolph Drive, Chicago, Illinois
   60601.  Amoco Corporation is a parent corporation concerned with  overall
   policy guidance,  financing, coordination of  operations, staff services,
   performance evaluation and planning for its subsidiaries.

        Amoco   Corporation  and   its  consolidated   subsidiaries  (herein
   collectively also called "Amoco") form  a large integrated petroleum  and
   chemical  enterprise  that  conducts  operations  on a  worldwide  basis.
   Operations   are   conducted  through   three   principal  wholly   owned
   subsidiaries.   These subsidiaries  and the businesses in  which they are
   engaged are summarized below:

<TABLE>
      <S>                         <C>
      Amoco Production Company  . Exploration, development and production
                                  of crude oil and natural gas.
      Amoco Oil Company . . . . . Refining, marketing and transporting of
                                  petroleum and related products.
      Amoco Chemical Company  . . Manufacture and sale of chemical
                                  products.
</TABLE>
        Amoco Company, a wholly owned subsidiary, is the holding company for
   these  three subsidiaries and all other  petroleum and chemical operating
   subsidiaries except Amoco Canada Petroleum Company Ltd. ("Amoco Canada"),
   which  is wholly  owned  by  Amoco Corporation.   Amoco  Corporation  has
   guaranteed  the outstanding  public  debt obligations  of  Amoco Company.
   Summarized financial  information relating to Amoco  Company is disclosed
   in Note 22 to Consolidated Financial Statements.

        In  1988, Amoco  Canada acquired  all of  the outstanding  stock and
   certain  indebtedness  of  Dome  Petroleum  Limited  ("Dome")  for  total
   consideration of $4.2 billion.  Amoco Canada incurred debt as a result of
   the  acquisition of  Dome.   In 1992  and 1993,  Amoco Canada's  debt was
   substantially refinanced.  As  part of the refinancing, Amoco Corporation
   and  Amoco Company have  guaranteed certain debt issues  of Amoco Canada.
   See Note 9 to Consolidated Financial Statements.

        Selected financial  information by  industry segment  and geographic
   area for the three years ended December 31, 1993, is presented in Note 23
   to Consolidated Financial Statements.

                              WORLDWIDE OPERATIONS

   Exploration and Production

        Amoco is actively engaged in exploration for oil and gas in  onshore
   and offshore  areas of the  United States, Canada  and various  countries
   outside  North America.   United  States  offshore efforts  are conducted

                                        3
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   primarily in  the Gulf of Mexico in both shallow and deep water.  Foreign
   exploration activities are carried out primarily in the Alberta Basin  of
   Canada,  the  North Sea  (United  Kingdom,  Norway,  the  Netherlands and
   Denmark), the Gulf of Suez  and Nile delta (Egypt), the Arabian Peninsula
   (Sharjah, Oman and Yemen), West Africa (Gabon and Nigeria), North  Africa
   (Tunisia), Europe (Malta, Poland and Romania), Australia, China and South
   America (Argentina, Colombia and Trinidad).

        Amoco's  U.S.  production  of  crude  oil, condensate,  natural  gas
   liquids  ("NGL"),and natural gas  is principally in the  states of Texas,
   Wyoming, Louisiana, Utah, New Mexico, Colorado, Kansas, Oklahoma, Alabama
   and Alaska,  and offshore in the  Gulf of Mexico.   Principal foreign oil
   and gas production is located in Egypt, Trinidad, Canada, Sharjah, United
   Kingdom, Argentina, the Netherlands and Norway.

        Worldwide net  production of liquid hydrocarbons in 1993 was 678,000
   barrels per day, 5 percent below 1992.  United  States liquids production
   was 305,000  barrels per day in  1993, also  5 percent below  1992.   The
   decrease  in U.S.  liquids  production primarily  reflected  normal field
   declines, while areas outside  the U.S. decreased reflecting dispositions
   and normal  field declines.    Worldwide net  production of  natural  gas
   increased  5 percent in 1993.  In  the U.S. natural gas production was up
   2 percent to  2,443 million cubic feet  per day as a  result of increased
   deliverability, higher demand, and  increased marketing efforts.  Amoco's
   net production of  oil and gas  for the  three years  ended December  31,
   1993, which includes applicable  volumes produced under service contracts
   and  production  sharing  agreements  in  certain foreign  countries,  is
   summarized below:
<TABLE>
<CAPTION>
                                 United
                                 States  Canada   Europe    Other   Worldwide
   <S>                           <C>     <C>      <C>       <C>     <C>
   Crude oil and natural gas
   liquids* (thousands of
   barrels per day)
     1993 . . . . . . . . . .       305      84       51      238         678
     1992 . . . . . . . . . .       321      89       55      246         711
     1991 . . . . . . . . . .       342      96       55      252         745
   Natural gas (millions of
   cubic feet per day)
     1993 . . . . . . . . . .     2,443     916      259      530       4,148
     1992 . . . . . . . . . .     2,388     813      267      500       3,968
     1991 . . . . . . . . . .     2,247     758      270      444       3,719

   *U.S.  production  includes natural  gas  liquids  from  processing plant
   ownership  of 54, 60  and 54 thousands  of barrels per day  for the years
   1993, 1992 and 1991, respectively.
</TABLE>

        At year-end 1993, Amoco  owned or had an interest in 57  natural gas
   processing plants in the United States, of which it  was the operator for
   32.
        Amoco  has continued  to optimize production from  its secondary and
   tertiary recovery  projects.  At December 31, 1993, Amoco was involved in
   166 secondary and tertiary recovery projects in the United States.  Amoco
                                        4
<PAGE>
<PAGE>

   proceeded  with moderate  infill development drilling  in the  West Texas
   Permian  Basin   waterflood  projects.     In  1993,  Amoco   drilled  or
   participated  in  127 such  wells.    Successful  carbon  dioxide ("CO2")
   flooding continued in eight West  Texas projects, one in Colorado and one
   in  Wyoming.    In  1993, the  existing  Amoco-operated  projects in  the
   Slaughter  and Wasson Fields of West Texas  yielded 16,892 net barrels of
   oil per day, with total oil production from all eight West Texas projects
   averaging  26,571  net barrels  of  oil  per day  for  the  year.   Total
   production from all  CO2 projects that Amoco operates or  participates in
   was 44,271 net barrels  of oil per day during 1993.   Total net crude oil
   and  condensate production  from wells  utilizing secondary  and tertiary
   recovery techniques was 122,800 barrels per day, or 59 percent of Amoco's
   1993 domestic crude oil and condensate production.  Comparable production
   from  137  projects in  Canada  and 70  projects in seven other countries
   utilizing  such techniques amounted  to 36,900 and 93,800  net barrels of
   liquids per day, respectively.

        Amoco  continues  to  aggressively  drill  infill locations  in  the
   Hugoton Field in Kansas, and the Red Oak Field in Oklahoma.  In 1993, 134
   company-operated  natural gas  wells were  drilled in  these areas.   The
   Hugoton and Red Oak fields yielded 400 million cubic feet of  gas per day
   in 1993.

        In 1993, Amoco  continued to  have reduced activity in  the Gulf  of
   Mexico.   Amoco drilled or  participated in drilling  28 development  and
   extension wells including  23 total producers, of which 11  were company-
   operated discoveries.

        Amoco (U.K.)  Exploration Company completed construction  of the 255
   mile-long  Central  Area Transmission  Systems  ("CATS")  pipeline.   The
   pipeline  delivers  up  to 1.6  billion  cubic feet  of  gas  per day  to
   Teesside, England, from the central North Sea and acts as a gas gathering
   system  for the undeveloped reserves  in the  area.  Amoco  developed two
   major gas fields, Everest and Lomond, in  the central North Sea with  the
   first gas  through the  CATS pipeline  occurring in  May 1993.   Amoco is
   actively pursuing opportunities to market available capacity to operators
   of other,  undeveloped fields  in  the area.   Amoco  (U.K.)  Exploration
   Company also invested $290  million in the  Scott field, its largest  new
   oil-field development, which came on stream in September 1993.  Amoco has
   a  12.88 percent  working interest  in this field,  which is  expected to
   produce 180,000 barrels per day.

        In the Netherlands sector  of the North Sea, Amoco  and its partners
   completed the $570 million P15/18 project  in October 1993.  The  project
   features a  platform capable of processing 500 million  cubic feet of gas
   per day and a 26-inch-pipeline to shore 25 miles away.

        In  Trinidad,  Amoco undertook  development  of  the  Immortelle and
   Flamboyant  fields in  1991 at  a  cost of  $233  million after  reaching
   agreement  with  the  Natural Gas  Company  of Trinidad  on  a  gas sales
   contract.    Production  from  Flamboyant  commenced in  mid-1993,  while
   Immortelle is expected to begin production in 1994.

                                        5
<PAGE>
<PAGE>
        Amoco Orient  Petroleum Company commenced development  of the Liuhua
   Field in 1993 after approval by the People's Republic of China.  Amoco is
   the  operator and  has a  net working  interest of  24.5 percent  after a
   partnering agreement  was approved  in  early 1994.   Estimated  cost  of
   development is $650 million with first production expected in early 1996.

        Average sales prices (including  transfers) and production costs per
   unit of  oil and  gas produced,  for the  three years ended  December 31,
   1993, 1992 and 1991, are as follows:
<TABLE>
<CAPTION>
                                       United
                                       States     Canada    Europe     Other
     <S>                               <C>        <C>       <C>      <C>
     1993
     Average sales prices:
      Crude oil (per barrel) . . . .   $15.96     $13.94    $17.69    $15.87

      Natural gas liquids (per
      barrel)  . . . . . . . . . . .   $10.79     $ 9.44    $   --    $   --

      Natural gas (per mcf)  . . . .   $ 1.88(1)  $ 1.31    $ 1.97    $  .81

     Average production costs (per
     equivalent barrel) (2)  . . . .   $ 4.69     $ 3.27    $ 6.43    $ 4.01

     1992
     Average sales prices:
      Crude oil (per barrel) . . . .   $17.79     $16.19    $18.86    $17.62

      Natural gas liquids (per
      barrel)  . . . . . . . . . . .   $11.43     $ 9.56    $   --    $   --

      Natural gas (per mcf)  . . . .   $ 1.65(1)  $ 1.15    $ 2.06    $  .86(1)

     Average production costs (per
     equivalent barrel) (2)   . . . .  $ 4.50     $ 4.44    $ 6.65    $ 4.29(1)

     1991
     Average sales prices:
      Crude oil (per barrel)  . . . .  $18.31     $16.48    $19.95    $18.05

      Natural gas liquids (per
      barrel)  . . . . . . . . . . .   $11.69     $10.04    $   --    $   --

      Natural gas (per mcf)  . . . .   $ 1.52(1)  $ 1.21    $ 2.32    $  .79

     Average production costs (per
     equivalent barrel) (2)  . . . .   $ 4.89     $ 5.29    $ 6.72    $ 4.67

   (1)  Excludes the impact of the settlement of natural gas contracts.
   (2)  In  determining average  per unit  production costs, natural  gas was
        converted  to equivalent barrels on the basis of approximate relative
        energy content.
</TABLE>

                                        6
<PAGE>
<PAGE>

        Reported average  sales prices  represent recorded revenues  for oil
   and  gas production  quantities  sold  or transferred.   In  some  cases,
   particularly in overseas areas, recorded revenues reflect adjustments for
   royalties,  net  profits interests,  and  other  contractual  provisions.
   Accordingly, the reported per barrel figures do not necessarily represent
   actual average prices at which sales and transfer transactions  occurred.
   Production  costs include  costs involved  in lifting oil  or gas  to the
   surface and  in gathering, treating, field  processing and field storage.
   Such costs  include operating labor, repairs  and maintenance, materials,
   supplies and fuel  consumed.   Also included are  operating costs  of NGL
   plants because  Amoco includes  the  operations of  these plants  in  the
   exploration and production business segment.

        Data   regarding  Amoco's   exploratory  and   development  drilling
   activities during the three years ended December 31, 1993, 1992 and 1991,
   are summarized below:
<TABLE>
<CAPTION>

                                United
                                States   Canada   Europe    Other    Worldwide
    <S>                         <C>      <C>      <C>       <C>      <C>
    1993
     Net exploratory wells:
      Productive  . . . . . .       29       26        -        9           64
      Dry   . . . . . . . . .        6        5        2       11           24
       Total  . . . . . . . .       35       31        2       20           88
     Net development wells:
      Productive  . . . . . .      238       70        8       66          382
      Dry   . . . . . . . . .       10        3        1        1           15
       Total  . . . . . . . .      248       73        9       67          397
       Total net wells  . . .      283      104       11       87          485
    1992
     Net exploratory wells:
      Productive  . . . . . .       27       17        -        1           45
      Dry   . . . . . . . . .       52       27        4       20          103
       Total  . . . . . . . .       79       44        4       21          148
     Net development wells:
      Productive  . . . . . .      313       59        3       97          472
      Dry   . . . . . . . . .       11        9        -        1           21
       Total  . . . . . . . .      324       68        3       98          493
       Total net wells  . . .      403      112        7      119          641
    1991
     Net exploratory wells:
      Productive  . . . . . .      118       40        -        6          164
      Dry   . . . . . . . . .       36       14        6       18           74
       Total  . . . . . . . .      154       54        6       24          238
     Net development wells:
      Productive  . . . . . .      335       85        4       83          507
      Dry   . . . . . . . . .       13       14        -        3           30
       Total  . . . . . . . .      348       99        4       86          537
       Total net wells  . . .      502      153       10      110          775
</TABLE>
                                        7
<PAGE>
<PAGE>
        Shown below are  wells in process of  being drilled at  December 31,
   1993:
<TABLE>
<CAPTION>
                                United
                                States   Canada   Europe     Other  Worldwide
    <S>                         <C>      <C>      <C>        <C>    <C>
    Gross wells . . . . . . .      235        8        3         8        254
    Net wells . . . . . . . .      176        5        -         7        188
</TABLE>

        The  number of  wells owned by  Amoco at December 31,  1993, were as
   follows:
<TABLE>
<CAPTION>
                                  United
                                  States   Canada  Europe    Other  Worldwide
   <S>                            <C>      <C>     <C>       <C>    <C>
   Gross wells owned:
     Oil wells . . . . . . . .    23,035    7,573     249    2,175     33,032
     Gas wells . . . . . . . .    13,763    2,150     183       62     16,158
       Total . . . . . . . . .    36,798    9,723     432    2,237     49,190

   Net wells owned:
     Oil wells . . . . . . . .     8,464    3,134      35    2,163     13,796
     Gas wells . . . . . . . .     7,868      760      71       42      8,741
       Total . . . . . . . . .    16,332    3,894     106    2,205     22,537

   Multiple completion wells included
   above:
     Gross wells . . . . . . .     1,548      302       -        -      1,850
     Net wells . . . . . . . .       662      144       -        -        806
</TABLE>
                                       8
<PAGE>
<PAGE>

        Amoco's proved and unproved acreage holdings, including acreage held
   under reservations, permits, options  or similar arrangements at December
   31, 1993, are summarized below:
<TABLE>
<CAPTION>
                                 United
                                 States   Canada* Europe     Other  Worldwide
   <S>                           <C>      <C>     <C>        <C>    <C>
                                             (thousand of acres)
   Gross acres:
     Proved  . . . . . . . .      5,702    2,298     296       183      8,479
     Unproved  . . . . . . .     12,900    4,386   8,594    60,442     86,322
     Reservations, permits,
     options, etc  . . . . .        140    1,019       -         -      1,159
       Total . . . . . . . .     18,742    7,703   8,890    60,625     95,960

   Net acres:
     Proved  . . . . . . . .      2,356    1,308      80       176      3,920
     Unproved  . . . . . . .      5,903    2,478   4,056    44,290     56,727
     Reservations, permits,
     options, etc  . . . . .         74      829       -         -        903
       Total . . . . . . . .      8,333    4,615   4,136    44,466     61,550
   *Excludes 3  million gross and 2  million net option acres  in Arctic and
    East Coast Offshore areas.
</TABLE>










                                        8
<PAGE>
<PAGE>
   Reserves

        This section  should be read  in conjunction with  data on  reserves
   presented  in "Supplemental  Information" to  the  Consolidated Financial
   Statements.

        Amoco  replaced  89  percent of  its  production  on  an  oil-energy
   equivalent basis during 1993.  Excluding purchases and sales of  reserves
   during 1993, the production replacement rate would have been 101 percent.
   The tables  on pages 70  and 71 set  forth by geographic area  net proved
   reserves as of December 31, 1993, 1992, 1991 and 1990, including reserves
   in  which Amoco holds  an economic interest under  production sharing and
   other types of operating agreements with foreign governments.  Adding  to
   1993 reserves were major discoveries in China, Canada, the U.K. sector of
   the North Sea and the Gulf of Mexico; improved  recovery additions in the
   U.K. North Sea;  and upward revisions in Colorado  and New Mexico coalbed
   methane  projects.      As of  March  1,  1994,  no  major  discovery  or
   significant event has occurred that would  have a material effect on  the
   estimated proved reserves reported at December 31, 1993.

        Shown below are  estimated proved  reserves as of December 31,  1993
   and 1992:
<TABLE>
<CAPTION>
                                              Crude Oil &
                                                  NGL          Natural Gas
                                              (millions of     (billions of
                                                barrels)       cubic feet)
   <S>                                        <C>              <C>
   Net proved reserves:
     December 31, 1993 . . . . . . . . .         2,223            17,650
     December 31, 1992 . . . . . . . . .         2,250            17,852
   Net proved developed reserves:
     December 31, 1993 . . . . . . . . .         1,976            15,255
     December 31, 1992 . . . . . . . . .         2,047            14,891
</TABLE>

        Amoco  has  been  required  to  file  certain  oil  and  gas reserve
   information with various  governmental agencies and committees, including
   the Department  of  Energy  ("DOE"), in  connection  with  a  variety  of
   matters.   Reserve estimates  furnished to such  authorities or  agencies
   were  determined on  the same  basis as  the estimates  contained herein,
   except  for differences  in format  and definition  as prescribed  by the
   requesting authority.

   Oil and Gas Sales Commitments

        Amoco  sells gas from  its producing  operations under  a variety of
   contractual arrangements.   Amoco has  several gas  sales contracts  that
   specify obligations to make  available fixed and determinable quantities.
   Amoco Production Company has 33 such contracts  in the U.S. which, as  of
   December 31,  1993, provide for  the potential future  delivery over  the
   next three years of 549 billion cubic feet ("BCF") of natural gas.  Amoco
   expects  this commitment  to be  fulfilled from  proved reserves.   Amoco
   (U.K.) Exploration Company has a gas contract with Teesside Power Limited
                                       9
<PAGE>
<PAGE>
   which provides  deliveries over a  three-year period as  of December  31,
   1993,  of  approximately  54 BCF  of  natural gas.    Amoco  expects this
   commitment  to  be fulfilled  from  reserves  currently  being developed.
   Amoco Canada  has 10 outstanding natural gas contracts as of December 31,
   1993.  Over the next  three years, deliveries under these contracts total
   360 BCF of  natural gas, which  Amoco anticipates will be  fulfilled from
   proved reserves.

        Satisfying Amoco's  obligations under  sales contracts that  specify
   fixed  and determinable  quantities is  not expected  to have  a material
   adverse effect on Amoco's operations or earnings.

   Refining

        In the second quarter of 1993, Amoco sold its 28,000  barrel-per-day
   capacity refinery located in Savannah, Georgia.

        Amoco  now owns and  operates five refineries in  the United States.
   The daily operable capacity of these refineries  at December 31, 1993, is
   shown below:
<TABLE>
<CAPTION>                                                               Daily
                                                                     Operable
   Location of Refinery                                              Capacity
                                                                    (barrels)
   <S>                                                              <C>
   Texas City, Texas . . . . . . . . . . . . . . . . . . . . . .      433,000
   Whiting, Indiana  . . . . . . . . . . . . . . . . . . . . . .      395,000
   Mandan, North Dakota  . . . . . . . . . . . . . . . . . . . .       58,000
   Yorktown, Virginia  . . . . . . . . . . . . . . . . . . . . .       53,000
   Salt Lake City, Utah  . . . . . . . . . . . . . . . . . . . .       40,000
             Total . . . . . . . . . . . . . . . . . . . . . . .      979,000
</TABLE>

        Daily  U.S. input to  crude units averaged 958,000  barrels in 1993,
   936,000  barrels  in  1992, and  908,000  barrels in  1991.    Crude unit
   utilization  was 97  percent in  1993 compared with  95 percent  in 1992.
   Energy efficiency  improved in  line with long-range  energy conservation
   plans  with  consumption declining  11  percent  since  1988.    Refinery
   investments focused  on environmental compliance  and sustaining reliable
   operations.

   Transportation

        Amoco operates  extensive transportation  facilities for crude  oil,
   refined products, NGL, carbon dioxide and petrochemical feedstocks in the
   United  States.  Crude oil is transported  from most of the oil-producing
   areas of the  continental United States to refining centers  in the Rocky
   Mountain,  midwestern  and  southwestern states.    The crude  oil system
   delivers directly  to 12  refineries, four of  which are  owned by Amoco.
   Indirectly, the  system  serves some  35 refineries  of  other  companies
   through connecting  common carrier  pipelines.  In addition,  the refined
   petroleum  product system  is connected  to  three refineries.   Chemical
   feedstock  lines receive  product  directly from  several  refineries and
   other plants and three common carrier pipelines, and deliver directly  to
   various plants and  two connecting common carrier pipelines.   In Canada,
                                      10
<PAGE>
<PAGE>
   NGL  are  gathered  and then  transported  through  a  system  of  owned,
   partially owned and  common carrier pipelines in Canada and  the northern
   United States.   In  total,  Amoco's pipeline  network in  North  America
   aggregates 17,111 miles, consisting of 2,780 miles of gathering lines and
   14,331  miles  of  trunk lines.    In  1993,  shipments  through  Amoco's
   pipelines  system in North  America totaled 401 million  barrels of crude
   oil and 372 million barrels of refined products and feedstocks.

        Minority  interests  are also  owned  in  10  other  common  carrier
   pipeline companies,  including Amoco's 14.3 percent  interest in Colonial
   Pipeline Company, a common carrier refined products pipeline system which
   runs 1,600 miles from near Houston, Texas, to the New York City area, and
   its  10.5 percent  interest in  Endicott Pipeline,  a crude  oil pipeline
   system which runs from the Beaufort Sea to the Trans Alaska Pipeline.

        Amoco also owns and leases a number of trucks and railcars which are
   used  to  transport  crude  oil,  raw  materials,  refined  products  and
   chemicals in the United States.

        As of  December 31, 1993,  Amoco owned or  leased under  capitalized
   lease obligations six  ocean-going tankers and four tug barges  having an
   aggregate  of   680  thousand   deadweight  tonnage  ("DWT"),   of  which
   approximately  590 thousand DWT was represented by the international flag
   fleet.   Amoco was also committed under time charters to an additional 48
   thousand DWT.

   Marketing of Petroleum Products

        The principal  refined products  manufactured and marketed  by Amoco
   are gasolines, jet fuels, diesel fuels,  heating oils, asphalts, residual
   fuels, motor  oils, greases and  lubricants and coke.   Motor  gasolines,
   diesel fuels, heating oils  and motor oils  are sold under various  brand
   names  and trade  names, the principal  ones of  which include  the words
   AMERICAN, AMOCO, LDO,  PERMALUBE and in the  midwestern states, STANDARD.
   Amoco also  sells large quantities  of liquefied petroleum  gas and  NGL.
   Amoco  also  offers  convenience  merchandise  and  related  services  to
   motorists.

        In  the United States,  Amoco's marketing  of petroleum  products is
   concentrated  in the midwest,  east and southeast.   Amoco supplies about
   9,600 gasoline  retail outlets,  of which approximately 3,400  are either
   owned  or  leased.    While  most  of  these  outlets  are  independently
   maintained, a small percentage is directly operated by Amoco Oil Company.
   Amoco continues  to reposition its marketing  operations by acquisitions,
   asset recapitalization and construction of profitable high-volume pumpers
   while upgrading and modernizing existing stations.  In 1993, Amoco's U.S.
   refined product sales  increased 4 percent over 1992.   Sales of gasoline
   and distillates increased  3 and 5 percent, respectively, over  the prior
   year.  Amoco's  marketing operations continue to improve  efficiency with
   further expansion of Electronic  Sales Processing, installation of credit
   card acceptors in dispensers and debit cards.

        In Canada, Amoco is engaged in the wholesale marketing of NGL, which
   consists of  ethane, propane, butanes and pentanes extracted from natural
                                      11
<PAGE>
<PAGE>
   gas.  The majority of Amoco's NGL is marketed on a  wholesale basis under
   annual supply contracts which provide for  price redetermination based on
   prevailing market prices.

        Sales volumes of refined products for the three years ended December
   31, 1993, are detailed below:
<TABLE>
<CAPTION>
                                                  1993        1992       1991
                                               (thousands of barrels per day)
   <S>                                            <C>         <C>        <C>
   United States:
     Gasoline  . . . . . . . . . . . . . .         597         580        573
     Distillates . . . . . . . . . . . . .         350         334        322
     Other products  . . . . . . . . . . .         184         174        157
      Subtotal . . . . . . . . . . . . . .       1,131       1,088      1,052
   Canada  . . . . . . . . . . . . . . . .         172         169        175
   Other . . . . . . . . . . . . . . . . .           9           8          8
      Total  . . . . . . . . . . . . . . .       1,312       1,265      1,235
</TABLE>
   Chemicals
        Amoco produces and markets a variety  of chemicals, such as aromatic
   acids,  used in the  manufacture of  polyester fibers,  films and resins;
   olefins; polystyrene  and styrene monomer used in  plastics and synthetic
   rubber; polypropylene resins and  fibers used in molded products,  carpet
   backing, industrial  fabrics, staple fiber and  filament yarn; fabricated
   plastic packaging  materials; aromatic  solvents for the  paint industry;
   trimellitic  anhydride used principally in  plasticizers; polybutene used
   in lubricating oil additives; and engineering polymers and carbon fibers.
   Amoco's principal North American chemical and plastic products facilities
   are located at Alvin, Baytown,  Corsicana and Texas City,  Texas; Decatur
   and Roanoke, Alabama; Beech  Island, Greenville, Seneca, Spartanburg, and
   the Cooper River plant near Mount  Pleasant, South Carolina; Rocky Mount,
   North Carolina;  Augusta, Bainbridge, Hazlehurst  and Nashville, Georgia;
   Joliet  and  Wood River,  Illinois;  La  Mirada,  California; Winchester,
   Virginia; Chippewa  Falls, Wisconsin; Marietta, Ohio;  and Hawkesbury and
   Brantford, Ontario.

        A wholly owned chemical plant at Geel, Belgium manufactures purified
   terephthalic   acid,   purified   isophthalic  acid   and  polypropylene.
   Facilities for  the fabrication of  carpet backing  and industrial  cloth
   from polypropylene are located in the United Kingdom, Germany,  Australia
   and Brazil.

        Amoco  also holds a 50 percent interest in a fabrics plant in China;
   a 50 percent  interest in an  isophthalic acid  plant in  Japan; and  the
   following interests in purified terephthalic acid  plants:  32 percent in
   Brazil; 50 percent in Taiwan; 35 percent in South Korea; and 9 percent in
   Mexico.

        In  1993,   Amoco  acquired   Phillips  Fibers  Corporation.     The
   facilities, located in the  southeastern United States, produce non-woven
   fabrics,  multifilament  yarn  and staple  fiber.    Also  in  1993,  the
   Corporation  sold  Welchem  Inc., which  makes  oil field  production and
   processing chemicals; a Canadian fibers and yarn plant; and a polystyrene
   plant in California.
                                      12
 <PAGE>
 <PAGE>
        The following tables sets forth trade sales of chemical products for
   the three years ended December 31, 1993:
<TABLE>
<CAPTION>

                                                     1993      1992       1991
                                                    (millions of dollars)
   <S>                                            <C>       <C>       <C>
   Chemicals:
     Fiber and film intermediates  . . . . . .    $ 1,025   $   925    $   924
     Industrial chemicals and other  . . . . .        944     1,166      1,264
   Polymers  . . . . . . . . . . . . . . . . .        368       371        392
   Plastics:
     Synthetic fabrics . . . . . . . . . . . .        717       837        842
     Other plastics  . . . . . . . . . . . . .        403       387        369
   Other products  . . . . . . . . . . . . . .          5         7         13
      Total  . . . . . . . . . . . . . . . . .    $ 3,462   $ 3,693    $ 3,804
</TABLE>
   Other Operations

        Amoco,  operating under  the  trade  name Canmar,  owns a  fleet  of
   offshore drilling systems capable of operating in arctic offshore regions
   of the world.   In 1993,  Amoco Canada  acquired the  shares of  BeauDril
   (1992)  Limited,  a  subsidiary  of Gulf  Canada  Resources.   With  that
   acquisition,  Canmar consists  of  three arctic  drillships,  one bottom-
   founded  arctic drilling system, one conical  drilling barge, four arctic
   icebreakers and four arctic icebreaking supply ships.  Other major assets
   include shorebase and drydocking facilities located on the shores of  the
   Canadian Beaufort Sea.  In 1993, Canmar completed three wells in the U.S.
   Beaufort Sea and one well in Australia.

        Amoco's   wholly  owned  subsidiary,  Ecova  Corporation  ("Ecova"),
   formerly Waste-Tech Services, Inc., provides full-service hazardous-waste
   management.  Ecova began construction of a 45,000-ton-per-year hazardous-
   waste  incinerator in Nebraska  in late 1992.   Commercial operations are
   expected to begin in 1994.

        Amoco  has  a  wholly  owned  real  estate  subsidiary, AmProp  Inc.
   ("AmProp"), which  was formed  in late 1988.   AmProp  was established to
   identify ways  to enhance the  value of Amoco's  proprietary real  estate
   holdings, to realize the value which Amoco occupancy  brings to a project
   and to develop  a portfolio of actively managed real  estate investments.
   Through a  finance company  which is  wholly owned by  Amoco, AmProp  has
   structured  borrowings  secured by  existing  Amoco  real  estate assets.
   These ventures have been developed in partnerships with local developers.
   AmProp is the general partner with a controlling interest in each venture
   partnership.

        Much of Amoco's longer range  corporate research and high technology
   new  business  development  is  consolidated  into a  separate  operating
   subsidiary, Amoco  Technology Company.  Currently,  the operating company
   has four areas of  major focus:  optoelectronics (lasers),  photovoltaics
   (solar  power), diagnostic  products and  biotechnology-based nutritional
   products.
                                      13
<PAGE>
<PAGE>
        One of the wholly owned ventures  of Amoco Technology Company is  in
   the laser industry  that makes and sells compact, solid-state  lasers for
   medical,  industrial  and  fiber  optic  applications.   Another  venture
   manufactures and  markets  both  semicrystalline  and  amorphous  silicon
   modules that produce electricity directly from sunlight.  These  modules,
   and the controls and battery systems that  make them practical, have been
   used successfully  where normal power  supplies are  unavailable, such as
   remote desert locations and offshore platforms.

        The  remaining three  companies  owned by  Amoco  Technology Company
   include  one which  develops and  markets  software programs  for genetic
   research  in biotechnology;  another that  develops and  sells diagnostic
   products  based on  nucleic acid  probes; and  a third  that manufactures
   analytical  instruments   and  re-agents  used   in  genetic  engineering
   research.

        In  1993,  Amoco  sold its  49  percent  interest  in  a  fertilizer
   manufacturing venture in Trinidad.  In 1993, Amoco also sold its interest
   in  Ok  Tedi  Mining Ltd.  in  Papua   New  Guinea,  to  the Broken  Hill
   Proprietary  Company Ltd.  of  Australia,  and its  interest  in Syncrude
   Canada Ltd. Amoco is no longer involved in the mining business.

        During 1988,  Amoco reached a decision to  discontinue the insurance
   operations  of Amoco  Life  Insurance Company  and Imperial  Casualty and
   Indemnity Company.  In early 1990, Amoco completed the sale of Amoco Life
   Insurance Company.

   Research

        Research operations are conducted at two major research centers.  At
   Tulsa, Oklahoma, research activities are directed toward new and improved
   methods  for  finding  and producing  crude  oil  and  natural  gas.   At
   Naperville, Illinois, research is  conducted to develop new and  enhanced
   chemical and  petroleum products  and processes.   These  efforts include
   improvement of product performance and methods  used in the manufacturing
   of chemicals and polymers,  refining of crude oil and the  development of
   technology for  producing synthetic  fuels.  Research and  development in
   support of corporate diversification interests in biotechnology, physical
   technology  and  photovoltaics  are   also  carried  out  at  Naperville,
   Framingham, Massachusetts and Newtown, Pennsylvania.

        Expenditures  for  research and  technology  development  activities
   totaled $292  million in 1993, $300  million in 1992 and  $330 million in
   1991.   An average of 1,593, 1,512 and  1,648 professional employees were
   engaged  full-time  in  these activities  during  1993,  1992  and  1991,
   respectively.

   Employees

        Amoco  had  46,317  employees  in its  worldwide  operations  as  of
   December 31,  1993.   Of this  total, 38,366  were located in  the United
   States,  with  approximately  14  percent  represented by  various  labor
   organizations.   The  remaining 7,951 employees  were located  in foreign
   countries, of  which approximately  21 percent were represented  by labor
   groups.
                                      14
<PAGE>
<PAGE>
   Competition

        All  phases of  the petroleum  and chemicals  industries, comprising
   numerous competitors  large and small, are  highly competitive, including
   the search for and development of new sources of supply; the construction
   and  operation of  crude  oil  and refined  products pipelines;  and  the
   refining,  manufacturing, distributing  and  marketing of  petroleum  and
   chemical  products.   The  petroleum  industry also  competes  with other
   industries in supplying energy, fuel and other needs of consumers.  Amoco
   does not consider one or a  small group of competitors to be  dominant in
   the industries  in which it  competes.   Amoco is  the largest  corporate
   producer  of natural  gas in  the United  States, and  it is  the largest
   private owner of natural  gas reserves in North America.   Amoco believes
   that it ranked seventh in crude oil and natural gas liquids production in
   the United States in  1993.  During 1993, Amoco marketed about  7 percent
   of the refined products sold in the United States.  Amoco was also active
   in approximately 40 countries.  In addition, the discussion on pages 3-14
   of this Form 10-K discloses more detailed information on product  markets
   included in the various segments of Amoco's operations.

   Government Regulation

        Petroleum industry activities  have been, and in the future  may be,
   affected  from time to  time by political developments,  both foreign and
   domestic, and  federal, state  and local  laws, regulations and  decrees,
   such  as restrictions on  production, imports and exports,  crude oil and
   products  allocation and  rationing,  price controls,  tax  increases and
   retroactive  tax  claims,  expropriation  of  property,  cancellation  of
   contract rights and environmental protection controls.  The likelihood of
   such occurrences and their overall effect upon Amoco vary from country to
   country and are not predictable.

        The DOE  and the Federal Energy Regulatory  Commission ("FERC") have
   jurisdiction  over  Amoco's  common  carrier  pipelines  engaged  in  the
   interstate transportation of oil.   The Interstate Commerce Act  requires
   Amoco  to file  tariffs showing  all rates,  charges and  regulations for
   movements through  its common  carrier  pipeline system.   FERC  has  the
   authority to  establish rates  for  regulated movements.   A  portion  of
   Amoco's  domestic sales  of  natural  gas remains  subject  to regulatory
   control under the Natural Gas Policy Act of 1978.

        An excise tax, commonly known as the Superfund tax, became effective
   on January  1, 1987.   This tax is  imposed to finance  an $11.97 billion
   hazardous substance  cleanup program.   The tax consists  of four  parts:
   (1)  a petroleum  tax,  imposed at  a rate  of 9.7  cents per  barrel for
   domestic  crude  received  at  U.S.  refineries  and  imported  petroleum
   products (including  crude oil).   In addition, the  Oil Spill  Liability
   Trust Fund  Tax became  effective January 1,  1990.  This  tax, which  is
   imposed at the rate of  5 cents per barrel  and is an additional  part of
   the  petroleum tax  portion of  the Superfund  tax imposed  upon domestic
   crude  and  imported  petroleum   products  (including  crude  oil),  was
   suspended effective July  1, 1993; (2) a chemical feedstock  tax, imposed
   at a  rate of  up  to $4.87  per ton  for taxable  chemicals.   Effective

                                       15
<PAGE>
<PAGE>

   January 1, 1989, certain taxable substances, which are  manufactured from
   chemicals subject to  the chemical feedstock tax, are taxable  on imports
   into the United States.   On export, these substances are eligible  for a
   credit or refund of the chemical feedstock tax paid  on chemicals used in
   their manufacture; (3) a broad-based environmental tax, imposed at a rate
   of .12  percent of a Corporation's "modified  alternative minimum taxable
   income" in excess of  $2 million as computed under the  Tax Reform Act of
   1986.   This  tax  applies  regardless  of whether  a  taxpayer  has  any
   alternative minimum tax liability, and is scheduled to expire on  January
   1, 1996; and (4) an underground  storage tank tax, which is imposed  at a
   rate  of .1 cent per  gallon of gasoline and certain  other fuels, and is
   scheduled to expire on January 1, 1996.

   Environmental Protection

        Federal, state and local  environmental, health and safety laws  and
   regulations continue  to grow in  both number  and complexity, presenting
   Amoco and the  industry with new challenges in attaining  and maintaining
   compliance.   This trend is  reflected in the  international arena  where
   Amoco  has  targeted  new  growth  opportunities.   Public  concern about
   environmental  quality  and potential  health  risks  are  driving forces
   behind  many  new  requirements.    The  activities  of natural  resource
   companies like Amoco are increasingly affected by these initiatives.

        Amoco's capital  and operating  costs for environmental,  health and
   safety protection  have been increasing.   Amoco operations face stricter
   controls on releases of  pollutants to  the air, water,  soil and  ground
   water.   Process equipment  and pollution control devices  continue to be
   upgraded, or new  controls added, to comply with these  standards.  Waste
   handling  and  treatment  strategies  have  been  adopted  to  deal  with
   restrictions on  the  land disposal  of  certain  hazardous  wastes,  the
   liabilities imposed by federal and state waste handling and disposal laws
   and   increasingly   stringent    wastewater   treatment    requirements.
   Remediation  of contaminated  sites under  the Resource  Conservation and
   Recovery  Act, the  federal  Superfund  law, and  similar state  laws  is
   ongoing and will  continue for the foreseeable future. Amoco  has already
   conducted  environmental reviews of many  former refineries, distribution
   facilities, services  stations, oil  and gas operations and  other sites,
   and  numerous   projects  are  underway  or   completed  to  address  the
   contamination found.  Amoco's  refining and marketing operations continue
   to adapt to current and  future reformulated gasoline requirements  under
   clean air laws.

        Amoco  engages  in a  wide  variety of  activities  as  part of  its
   commitment to environmental stewardship.   The Corporation has  a program
   that conducts environmental, health and safety audits of facilities.  The
   Crisis Management Plan seeks to provide prompt and effective responses to
   emergencies.  Amoco has in  place many worker health and safety programs.
   Amoco's  International Standard  of  Care sets  performance  standards or
   goals that apply to all of Amoco's diverse operations.

        Amoco's 1993 expenditures for environmental conservation, health and
   safety totaled $360  million.  This sum excluded  $419 million related to

                                       16
<PAGE>
<PAGE>
   operating costs and  amounts spent on research and development,  and $104
   million  of   mandated  and   voluntary  spending  charged   against  the
   remediation liability.   Mandated and voluntary  spending charged against
   the remediation  liability in 1994  is expected to  approximate the  1993
   level.   Capital expenditures  in the environmental area  are expected to
   approximate $250 million in both 1994 and 1995.

   Executive Officers of the Registrant

        Certain information  required by Item 10  with respect to  executive
   officers  is incorporated  by reference  to pages  3-10 of  Amoco's Proxy
   Statement  dated  March  14,  1994.    The  following  table  sets  forth
   information concerning other  executive officers of Amoco as of  March 1,
   1994:
<TABLE>
<CAPTION>
                                                                                Served as
                                                                                 Officer
            Name                       Principal Occupation               Age     Since
   <S>                     <C>                                            <C>   <C>
   R. Wayne Anderson . .   Senior vice president, human resources,        52       1986
                           public and government affairs and government
                           relations
   Patricia A. Brandin .   Corporate secretary                            45       1993
   John L. Carl  . . . .   Senior vice president finance and controller   46       1991
   Kenneth W. Ciriacks .   Vice president, technology                     55       1993
   James E. Fligg  . . .   Executive vice president                       57       1991
   W. Douglas Ford . . .   Executive vice president                       50       1992
   James M. Griffith . .   Vice president, public and government          51       1992
                           affairs
   William R. Hutchinson   Vice president, financial operations           51       1981
   Rady A. Johnson . . .   Senior vice president, government relations    57       1979
   Peter N. Jordan . . .   Vice president, planning and economics         51       1993
   William G. Lowrie . .   Executive vice president                       50       1990
   Charles A. Mast . . .   Vice president, supply                         63       1990
   Daniel R. Mitchell  .   Vice president and general tax counsel         54       1991
   Walter R. Quanstrom .   Vice president, environment, health and        51       1987
                           safety
   John R. Reid  . . . .   Vice president, information technology         51       1991
   George S. Spindler  .   Senior vice president and general counsel      56       1989
   Marsha C. Williams  .   Treasurer                                      42       1993
</TABLE>
        An officer  holds office  until  his  or her  resignation,  removal,
   death, retirement or termination of employment with the Corporation.  All
   executive officers,  with  the  exceptions of  John  L.  Carl,  James  M.
   Griffith, Patricia A. Brandin and  Marsha C. Williams have  been employed
   by Amoco or its subsidiaries for more than  five years.  John L. Carl was
   elected   Senior  Vice   President  Finance   and  Controller   of  Amoco
   Corporation, effective October 1, 1993.  Prior to that time, John L. Carl
   was Vice President and Controller of Amoco Corporation, elected effective
   February 1,  1991.  From 1989 until joining Amoco,  John L. Carl was Vice
   President and Chief  Financial Officer for  National Computer  Systems in
   Minneapolis,  Minnesota.   From  1986  to  1989, John  L.  Carl  was Vice
   President  and Controller  for Kraft, Inc., based  in Glenview, Illinois.
   James  M.  Griffith  was elected  Vice  President, Public  and Government
                                       17
<PAGE>
<PAGE>
   Affairs of Amoco Corporation, effective October 5, 1992.  From 1990 until
   joining Amoco, James M. Griffith was Vice President of Public Affairs for
   The B  F Goodrich Company  in Akron, Ohio.   From 1986 to  1990, James M.
   Griffith  was  Vice  President  of  Public  Relations  for PepsiCo,  Inc.
   Patricia A. Brandin was elected Corporate Secretary of Amoco Corporation,
   effective January 3, 1993.  Prior to joining Amoco Corporation in 1989 as
   an attorney in the Law department, Patricia A. Brandin was a partner with
   the Chicago law firm Seyfarth, Shaw, Fairweather & Geraldson from 1981 to
   1989.   Marsha  C. Williams  joined Amoco  in 1989  and has  held several
   positions with  Amoco before  becoming  Treasurer.   From 1988  to  1989,
   Marsha C. Williams was Vice President and Treasurer of Carson Pirie Scott
   & Company.

        Effective  April   1,  1994,  Frederick  S.   Addy,  Executive  Vice
   President, Chief Financial Officer and member of the Board of  Directors,
   has elected to retire.  Frederick S.  Addy became Chief Financial Officer
   and  a member  of the  Board Jan.  1, 1990.   John  L. Carl  will succeed
   Frederick S. Addy on April 1, 1994, as Executive Vice President and Chief
   Financial Officer, a position to which he was elected on Jan. 25, 1994.

        The following officer changes will also be effective April 1,  1994.
   John  R. Reid,  currently  Vice President,  Information  Technology, will
   become  Vice President and  Controller; and Carl C.  Williams will become
   Vice President, Information Technology.  Prior to September 1993, Carl C.
   Williams  was  Vice  President  Information  Systems and  Technology  for
   Macmillan  Publishing Company  of New York.   From 1982 to  1991, Carl C.
   Williams was Senior Vice President of DDB Needham Worldwide of New York.

        From July 1990  to his current appointment in January  1993, Kenneth
   W. Ciriacks was  Vice President, Research  for Amoco  Production Company.
   From  June  1989  to  1990,  Kenneth  W.  Ciriacks  was  Vice  President,
   Exploration  Technology and Services.   From August 1985  to May 1989, he
   was Regional Exploration  Manager of Amoco Production Company.   James E.
   Fligg was  elected Executive Vice President  in June 1993.   He was named
   President  of Amoco  Chemical Company in  July 1991.  From  1989 to 1991,
   James  E. Fligg was  Executive Vice President of  Amoco Chemical Company.
   W. Douglas Ford was elected Executive Vice President in June 1993.  He is
   also President  of Amoco  Oil Company.   From February 1991  to 1993,  W.
   Douglas Ford  was Executive  Vice President of Amoco  Oil Company.   From
   July 1990  to January 1991, he was Vice President of Operations, Planning
   and Transportation  of Amoco Oil Company.   In 1989, W.  Douglas Ford was
   Regional  Production  Manager for  Amoco  Production  Company  in Denver.
   Peter  N. Jordan  was named  Vice President,  Planning and  Economics for
   Amoco Corporation, effective July 1993.  From January 1993 to  June 1993,
   Peter N.  Jordan was General  Manager, Planning and  Economics for  Amoco
   Corporation.  From  August 1989 until January  1993, Peter N. Jordan  was
   Vice President, Offshore Business  Unit, New Orleans for Amoco Production
   Company.  From  June 1988 until  August 1989,  Peter N.  Jordan was  Vice
   President,  Exploration Technology  and Services.  William G.  Lowrie was
   elected Executive Vice President  in June 1993.  He is also  President of
   Amoco Production  Company.  In 1990,  William G. Lowrie was  President of
   Amoco Oil Company.  From 1987 to 1990, he was Executive Vice President of

                                       18
<PAGE>
<PAGE>

   Amoco  Production Company.  Except as  previously described, others shown
   in the above  table, who have been officers  less than five years, served
   in substantially the same position but were not officers or had different
   officer titles.

   Item 3. Legal Proceedings

        Eight proceedings instituted by governmental authorities are pending
   or known to be contemplated against Amoco and certain of its subsidiaries
   under  federal, state and  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 $4 million.

        The Internal Revenue Service  ("IRS") has challenged the application
   of certain foreign income taxes as credits against the Corporation's U.S.
   taxes that otherwise  would have been payable for  the years 1980 through
   1982.  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 those  years.  The  Corporation has filed a  petition in the
   U.S.  Tax Court  contesting the  IRS statutory  Notice of Deficiency.   A
   similar amount  of additional taxes  is expected to be  claimed for years
   1983 through  1985 based  upon a subsequent  IRS audit.   Any claims  for
   years subsequent to 1985 would not be  as significant as those for  prior
   years.  The Corporation believes that the foreign income taxes  have been
   reflected  properly in  its  U.S.  federal tax  returns, and  intends  to
   contest  the  IRS claims.    The Corporation  is  confident that  it will
   prevail in the litigation.  Consequently, this dispute is not expected to
   have a material adverse effect on the consolidated financial position  of
   the Corporation.

        On January 21, 1994, a judgment was entered by the Superior Court of
   the  State  of California,  County  of  Los Angeles,  in  favor  of Amoco
   Chemical Company  and Amoco Reinforced Plastics  Company, subsidiaries of
   Amoco Corporation, against certain underwriters at Lloyd's of London  and
   various other  British and European insurance carriers, in AMOCO CHEMICAL
   COMPANY, et al, vs. CERTAIN UNDERWRITERS AT LLOYD'S OF LONDON, et al.  In
   that case Amoco alleged that the defendant insurers wrongfully refused to
   pay for the defense and settlement of product liability lawsuits  arising
   from Amoco  Reinforced Plastics  Company's manufacture of  irrigation and
   sewer  pipe  in the  1970's.   Judgment  was entered  for $36  million in
   compensatory damages and $377 million in punitive damages.  The  judgment
   is slightly lower than the jury verdicts that were previously reported by
   Amoco.

        The  defendants have filed motions  for a  new trial and  a judgment
   notwithstanding  the verdict  with respect  to  the  actual and  punitive
   damages,  respectively.  Amoco  is making filings in  opposition to those
   motions.    In  addition,  the  judgment  is subject  to  appeal  by  the

                                       19
<PAGE>
<PAGE>
   defendants.   Accordingly, it is  impossible at this time  to predict the
   ultimate outcome  of this case or  its impact, if  any, on  the financial
   position, results of operations and cash flows of the Corporation.

        Reference is made to the first paragraph of Item 14(b).  Rubicon and
   Amoco Production and the  Corporation  have agreed  to  settle the  case.
   Final settlement papers are expected  to be signed  in the near   future,
   after which the case will be dismissed.  The terms of the settlement  are
   confidential, but  the  settlement  is not  expected  to  have a material
   adverse effect on the financial position, results of  operations or  cash
   flows of the Corporation.

        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 4.  Submission of Matters to a Vote of Security Holders

        No matters were submitted to  a vote of security holders during  the
   quarter ended December 31, 1993.
                           __________________________
                                     PART II

   Item 5.     Market for the Registrant's Common Equity and Related
                Stockholder Matters

        The  principal public trading  market for Amoco common  stock is the
   New  York Stock  Exchange.   Amoco  common stock  is also  traded  on the
   Chicago, Pacific, Toronto, and four Swiss stock exchanges.  The following
   table sets forth  the high and  low share  sales prices  of Amoco  common
   stock as reported on the  New York Stock Exchange and cash dividends paid
   for the periods presented.
<TABLE>
<CAPTION>
                                                                       Cash
                                                Market Prices       Dividends
                                              High         Low      Per Share
   <S>                                    <C>         <C>           <C>
   1993
     First quarter . . . . . . . . . . .  $ 58 1/2    $  48 1/8        $ .55
     Second quarter  . . . . . . . . . .  $ 59 1/4    $  53 5/8        $ .55
     Third quarter . . . . . . . . . . .  $ 58 3/8    $  52 3/8        $ .55
     Fourth quarter  . . . . . . . . . .  $ 59        $  51 1/2        $ .55
   1992
     First quarter . . . . . . . . . . .  $ 51 1/8    $  42 5/8        $ .55
     Second quarter  . . . . . . . . . .  $ 51 3/4    $  41 3/4        $ .55
     Third quarter . . . . . . . . . . .  $ 53 5/8    $  46 1/2        $ .55
     Fourth quarter  . . . . . . . . . .  $ 53 3/4    $  46 7/8        $ .55
</TABLE>
        On January 25, 1994, the board of directors declared a quarterly cash
   dividend rate of 55 cents per share.

        Amoco had 141,039 shareholders of record at December 31, 1993.

                                       20
<PAGE>
<PAGE>

   Item 6.     Selected Financial Data

        The following selected  financial data,  as it relates  to the  years
   1989  through 1993,  have  been derived  from  the consolidated  financial
   statements  of Amoco,  including the  consolidated statement  of financial
   position  at December  31,  1993 and  1992  and the  related  consolidated
   statement of income and consolidated statement of cash flows for the three
   years  ended December 31, 1993, and the notes thereto, appearing elsewhere
   herein.
<TABLE>
<CAPTION>
                                  1993     1992      1991     1990     1989
                                   (millions of dollars, except per-share
                                             amounts and ratios)
   <S>                          <C>      <C>       <C>       <C>     <C>
   Income statement data--Year
   ended
     December 31:
     Sales and other operating
     revenues (excluding
     consumer excise taxes)  . $  25,336 $ 25,280 $ 25,325 $  28,010 $ 23,966
     Net income(1) . . . . . . $   1,820 $    850 $  1,173 $   1,913 $  1,610
     Net income per share (1)  $    3.66 $   1.71 $   2.36 $    3.77 $   3.12
     Cash dividends per share  $    2.20 $   2.20 $   2.20 $    2.04 $   1.90
     Ratio of earnings to
     fixed charges (2) . . . .       8.0      3.5      5.0       6.5      4.8
   Balance sheet data-At
     December 31:
     Total assets  . . . . . . $  28,486 $ 28,453 $ 30,510 $  32,209 $ 30,430
     Long-term debt  . . . . . $   4,034 $  5,005 $  4,470 $   5,012 $  5,394
     Shareholders' equity  . . $  13,665 $ 12,960 $ 14,156 $  14,068 $ 13,684
     Shareholders' equity per
     share . . . . . . . . . . $   27.53 $  26.11 $  28.52 $   28.02 $  26.75


   (1) Excludes cumulative effects of accounting changes of $(924)million  in
       1992,  or $(1.86) per share, and  $311  million in  1991, or  $.62 per
       share.
   (2) Earnings consist  of income  before income  taxes  and fixed  charges;
       fixed    charges include  interest  on  indebtedness,  rental  expense
       representative   of  an interest  factor, and adjustments  for certain
       companies accounted  for by the equity method.
</TABLE>
                                       21
<PAGE>
<PAGE>

   Item 7.  Management's Discussion and Analysis of Financial Condition and
            Results of Operations

        This discussion should be  read in conjunction with  the consolidated
   financial statements and accompanying notes and supplemental information.
<TABLE>
<CAPTION>
                                                1993       1992       1991
                                                (millions of dollars except
                                                    per-share amounts)
   <S>                                      <C>         <C>       <C>
   Income before the cumulative effects of
   accounting changes  . . . . . . . . . .  $     1,820 $    850  $     1,173
   Cumulative effects of accounting changes          --     (924)         311
   Net income (loss) . . . . . . . . . . .  $     1,820 $    (74) $     1,484
   Income per share before the cumulative
   effects of accounting changes . . . . .  $      3.66 $   1.71  $      2.36
   Net income (loss) per share . . . . . .  $      3.66 $   (.15) $      2.98
</TABLE>
   1993 vs. 1992

        Consolidated net income for 1993 amounted to $1,820 million, compared
   with a loss  of $74 million  incurred in 1992.   Excluding the  cumulative
   effects of adoption in 1992 of Statement of Financial Accounting Standards
   ("SFAS") No. 106, "Employers' Accounting for Postretirement Benefits Other
   Than  Pensions," and  SFAS No.  109, "Accounting  for Income  Taxes," 1992
   earnings were $850 million.  Net  income in 1991 was $1,484 million, which
   included  the  cumulative benefit  of  $311  million associated  with  the
   adoption in 1991 of SFAS No. 96, "Accounting for Income Taxes."

        Year-to-year  comparisons  in net  income  were  affected by  various
   items, summarized in the table below:
<TABLE>
<CAPTION>
   incr./(decr.) net income                   1993       1992         1991
                                                 (millions of dollars)
   <S>                                   <C>          <C>        <C>
   Gain on dispositions  . . . . . . . . $       190  $      --  $        --
   Restructurings  . . . . . . . . . . .        (170)      (805)         (43)
   Tax obligations and other . . . . . .          60         90           --
   Sharjah natural gas settlement  . . .          --         90           --
   Casper refinery closing . . . . . . .          --         --          (75)
   AMOCO CADIZ judgment  . . . . . . . .          --         --          (47)
</TABLE>
        Favorably  affecting  1993  net  income were  gains  of  $190 million
   associated  with  the  disposition  of  certain  Canadian  properties  and
   investments, and tax benefits of  $113 million.  Adversely affecting  1993
   results  were charges  of $170  million associated  with the  writedown of
   Congo exploration  and production operations to  current recoverable value
   and  additional deferred taxes of  $53 million due to  the effect of a tax
                                       22
<PAGE>
<PAGE>

   rate  change resulting from enactment of the Omnibus Budget Reconciliation
   Act of  1993.   Included  in 1992  results were  charges  of $805  million
   associated   with  a   strategic  reassessment  of   business  operations.
   Partially offsetting were benefits of  $90 million related to natural  gas
   contract settlements and $90 million associated with revised estimates  of
   tax obligations and retirement of debt.

        Excluding  these items, 1993 earnings were 18 percent or $265 million
   above  1992 as a  result of  higher refined  product margins  in refining,
   marketing  and transportation  operations and  improved  chemical results.
   Also contributing to the  improvement were higher U.S. natural  gas prices
   and volumes and lower worldwide exploration and operating expenses.

   1992 vs. 1991

        Adjusting  for special items, 1992  earnings were 10  percent or $137
   million above the 1991  level.  U.S. exploration and  production operating
   results  improved resulting from higher natural gas prices and volumes and
   lower expenses.   Exploration and production  earnings outside the  United
   States were up slightly, mainly resulting from favorable currency effects.
   Chemical earnings were higher reflecting lower operating costs.  Refining,
   marketing and transportation net  income was lower, primarily attributable
   to lower refined product margins.

        Results on  a segment basis,  for the five  years ended  December 31,
   1993, are presented below:
<TABLE>
<CAPTION>
                                             1993    1992      1991     1990     1989
                                                       (millions of dollars)
   <S>                                     <C>      <C>     <C>      <C>      <C>
   Exploration and production:
        United States  . . . . . . . . . . $   811  $   778 $    595 $   861  $   521
        Canada . . . . . . . . . . . . . .     338      (81)      31      57        9
        Europe . . . . . . . . . . . . . .    (100)    (103)      43      84       63
        Other  . . . . . . . . . . . . . .     (54)     277      140     719      294
   Refining, marketing and transportation      826      462      644     370      670
   Chemicals . . . . . . . . . . . . . . .     240      (94)      68     206      584
   Other operations* . . . . . . . . . . .     (45)    (179)     (69)    (71)     (60)
   Corporate . . . . . . . . . . . . . . .    (196)    (210)    (279)   (313)    (471)
   Income before the cumulative effects of
   accounting changes  . . . . . . . . . .   1,820      850    1,173   1,913    1,610
   Cumulative effects of accounting
   changes . . . . . . . . . . . . . . . .      --     (924)     311      --       --
             Net income (loss) . . . . . .$  1,820 $    (74)$  1,484 $ 1,913  $ 1,610

   *Other   operations   include   investments   in    laser   manufacturing,
   photovoltaics       and  biotechnology;  investments   in  hazardous-waste
   incineration facilities;    offshore contract drilling; interests in  real
   estate development; and other   corporate diversification activities.
</TABLE>
                                       23
<PAGE>
<PAGE>

   1993 vs. 1992

        United States Exploration and Production

        U.S.  exploration and  production operations  earned $811  million in
   1993 compared with $778 million in  1992 and $595 million in 1991.   Year-
   to-year comparisons  of  U.S.  results were  affected  by  various  items,
   summarized in the table below.
<TABLE>
<CAPTION>

   incr./(decr.) earnings                        1993       1992       1991
                                                   (millions of dollars)
   <S>                                       <C>         <C>       <C>
   Environmental provisions  . . . . . . . . $      (63) $     --  $       --
   Tax obligations . . . . . . . . . . . . .        (25)       --          --
   Restructurings  . . . . . . . . . . . . .         --       (94)         --
</TABLE>

        Adjusting  the respective periods  for the items  shown, 1993 results
   were $27  million above the comparable  1992 period mainly as  a result of
   higher prices and volumes for natural gas  and lower exploration expenses.
   Offsetting were lower crude oil prices and production volumes.

        U.S.  natural  gas  prices averaged  $1.88  per  thousand  cubic feet
   ("mcf") for  1993, an increase of about $.23 per mcf over 1992, reflecting
   increased demand and a more favorable supply and demand balance.

        Amoco's crude oil prices averaged about $16 per barrel  in 1993, down
   10 percent or  about $2 per  barrel compared with  1992.  Prices  remained
   relatively  constant through the  first six  months of 1993,  but declined
   over the  latter half of 1993 reflecting increased worldwide supply.  As a
   result,  the average price in December 1993  was about $5 per barrel below
   the corresponding December 1992 average.
<TABLE>
<CAPTION>
                                         1993    1992    1991   1990    1989
   <S>                                   <C>     <C>     <C>    <C>     <C>
   Average U.S. selling price
     Crude oil
       (dollars per barrel)  . . . . .   15.96   17.79   18.31  21.60   17.36
     Natural gas liquids
       (dollars per barrel)  . . . . .   10.79   11.43   11.69  12.84    8.08
     Natural gas*
       (dollars per mcf) . . . . . . .    1.88    1.65    1.52   1.83    1.77

   *Excludes effect of contract settlements.
</TABLE>

        U.S. natural gas production averaged  2.4 billion cubic feet per  day
   in 1993, 2 percent above 1992, reflecting increased deliverability, higher
   demand and increased marketing efforts.  Crude oil and natural gas liquids
   ("NGL")  production averaged 305,000  barrels per  day in 1993,  5 percent
   below 1992, mainly due to normal field declines.
                                       24
<PAGE>
<PAGE>

        Non-U.S. Exploration and Production

        Operations  outside the U.S. were affected by various items, as shown
   below:
<TABLE>
<CAPTION>

   incr./(decr.) earnings                        1993       1992       1991
                                                   (millions of dollars)
   <S>                                       <C>         <C>       <C>
   Gains on dispositions . . . . . . . . . . $      190  $     --  $       --
   Restructurings  . . . . . . . . . . . . .       (170)     (258)       (43)
   Sharjah natural gas settlement  . . . . .         --        90         --
   Norwegian tax legislation . . . . . . . .         --       (39)        --
</TABLE>

        Canadian exploration and production operations earned $338 million in
   1993 compared with a loss of $81 million in 1992.  In 1993, Amoco disposed
   of 65 percent  of its equity investment in  Crestar Energy Inc., resulting
   in a $120 million gain.  Amoco also sold a significant portion of non-core
   properties, which resulted in a $70 million benefit and lowered production
   volumes by  approximately 8  percent.   Results in  1992 were  affected by
   charges of  $236 million  related to restructuring,  property dispositions
   and work  force reductions.  Excluding these  items, 1993 earnings were $7
   million below 1992's level as higher  natural gas prices and volumes and a
   significant reduction in expenses were more than offset by declining crude
   oil prices and lower currency gains.   Natural gas production averaged 916
   million cubic  feet per day in 1993, an  increase of 13 percent over 1992,
   reflecting increased demand.  Crude oil and NGL production averaged 84,000
   barrels per day in 1993 and 89,000 barrels per day in 1992.

        Exploration and  production activities  in Europe incurred  losses of
   $100  million in  1993  and  $103 million  in  1992.   Excluding  one-time
   Norwegian  tax charges in  1992, losses  increased by  $36 million  due to
   lower  crude oil  prices  and higher  expenses  associated with  increased
   activity in Eurasia.  Natural gas production of 259 million cubic feet per
   day was  3 percent below 1992.   Crude and NGL  production averaged 51,000
   barrels per day in 1993, compared with 55,000 barrels per day in 1992.

        Exploration and production operations in  other areas incurred a loss
   of $54  million in 1993, compared  with earnings of $277  million in 1992.
   Included  in 1993  results were  charges of  $170  million related  to the
   writedown of Congo operations to  current recoverable value.  Included  in
   1992 earnings were benefits of $90 million related to natural gas contract
   settlements.  Exclusive of these  items, results for 1993 of $116  million
   were $71 million below  1992 due to lower crude oil volumes and prices and
   lower  currency gains.  Partly offsetting was reduced exploration expense.
   Natural gas production averaged 530 million cubic feet per day  in 1993, 6
   percent  higher  than  1992,  reflecting new  production  in  Sharjah  and
   Trinidad.  Crude oil  and NGL production averaged 238,000 barrels  per day
   in 1993, 3 percent below the 1992 level.

                                       25
<PAGE>
<PAGE>

   1992 vs. 1991

        U.S.  exploration and  production operations  earned $778  million in
   1992 compared with $595 million in 1991.  The increase  over 1991 earnings
   primarily  resulted from higher natural  gas prices and  volumes and lower
   operating  costs and exploration  expenses.  Partly  offsetting were lower
   crude  oil production and prices  and charges related  to restructuring of
   $94 million.

        In  1992, earnings  outside the U.S.  for exploration  and production
   operations  totaled $93 million, compared with  $214 million in 1991.  The
   decrease  mainly  resulted from  restructuring  charges  of $258  million,
   charges   of  $39  million  relating  to  the  effects  of  Norwegian  tax
   legislation,  lower crude  oil  and NGL  volumes and  higher depreciation,
   depletion and  amortization.  Offsetting were  favorable currency effects,
   lower operating expenses and the Sharjah natural gas settlement.

   Outlook

        Amoco and  the oil industry will continue to be affected by the price
   volatility of  crude oil and  natural gas.  Amoco's  future performance is
   expected to be affected by ongoing efforts to reduce costs, the divestment
   of  marginal operations and concentration  of new investments  in areas of
   competitive advantage.  The  Corporation will continue to focus  on growth
   internationally  and to pursue  attractive   new  business   opportunities
   worldwide.

        Refining, Marketing and Transportation

   1993 vs. 1992

        Worldwide  refining, marketing  and transportation  operations earned
   $826 million for 1993, compared with earnings of $462 million for 1992 and
   $644 million  for 1991.  Results for 1993 included benefits of $59 million
   due to a reduction in previous estimates of future costs for environmental
   remediation.  Operations also  benefited $50 million from the  drawdown of
   inventories valued under the last-in, first-out ("LIFO") method.  Earnings
   for 1992 included charges  of $51 million for anticipated  losses on asset
   dispositions and  work  force  reductions.   Excluding  these  items,  the
   earnings  improvement of  $204 million  in  1993 reflected  higher refined
   product  margins.  Operating costs  also declined in  1993, resulting from
   continuing efforts to reduce expenses.

        Amoco's 1993 operating results  outside the United States, consisting
   primarily  of NGL  supply and  marketing activities  in Canada  and marine
   transportation,    increased  over 1992,  partly  reflecting restructuring
   efforts.

        U.S.  refined product margins increased from 1992 levels as crude oil
   prices declined more than product prices.  Refined product prices averaged

                                       26
<PAGE>
<PAGE>

   58  cents per gallon  compared with 61  cents per  gallon for 1992.   U.S.
   refined  product  selling prices,  excluding  consumer  excise taxes,  and
   refinery utilization data for the past five years are shown below.
<TABLE>
<CAPTION>

   United States                      1993     1992    1991     1990    1989
   <S>                                <C>      <C>     <C>      <C>     <C>
   Cents per gallon:
   Average selling price
     Gasoline  . . . . . . . . . .    66.4     71.3     74.7    83.4    71.0
     Total refined products  . . .    57.5     60.9     64.9    72.9    60.7
   Average cost of crude input . .    39.6     44.6     45.5    55.0    44.1
   Percent:
     Refinery capacity utilization    96.9     95.3     90.9    91.8    91.1
     Refinery yield  . . . . . . .   106.8    106.9    106.9   106.3   106.5
</TABLE>

        Refined product sales volumes in the United States averaged 1,131,000
   barrels per day in 1993  compared with 1,088,000 barrels per day  in 1992.
   Gasoline sales volumes were  up 3 percent in  1993 while distillate  sales
   increased 5  percent.  Canadian NGL  sales volumes of 172,000  barrels per
   day in 1993 increased slightly over 1992 levels.

        Refining  capacity  utilization  of 97  percent  was  up  from 1992's
   utilization   rate   of  95   percent,   reflecting   continued  operating
   efficiencies.

   1992 vs. 1991

        In 1992, earnings of $462 million compared with 1991 earnings of $644
   million.   Excluding special  items, the decrease  in earnings between the
   two years primarily resulted from lower refined product margins reflecting
   strong price competition, particularly for gasoline.

   Outlook

        Amoco's   refining,  marketing  and  transportation  operations  will
   continue to be affected by volatility  in crude oil prices and the overall
   industry  supply-demand  balance  for  refined  products.    Environmental
   initiatives,  including a commitment  to provide  a product slate  that is
   responsive  to  environmental  concerns  and  regulations,  could  require
   significant additional  investments in refining  and marketing facilities.
   Amoco continues its strong focus on controlling costs and implementing new
   technologies   to  further   upgrade  facilities  and   improve  operating
   efficiencies.

        Chemicals

   1993 vs. 1992

        Chemical operations earned  $240 million  for 1993,  compared with  a
   loss of $94 million in 1992 and earnings of $68 million in 1991.  Included

                                       27
<PAGE>
<PAGE>

   in 1992 results  were charges  of $265 million  primarily associated  with
   restructuring.   Adjusting for those  charges, 1993 earnings  improved $69
   million over  1992 as  benefits of  cost-containment, restructuring  and a
   strong  purified  terephthalic  acid  ("PTA")  market  favorably  affected
   earnings.   Weak margins for olefins and polypropylene partly offset these
   favorable effects.

        In 1993 overall  chemical sales volumes improved  slightly over 1992.
   Sales volumes  for PTA were  up 11  percent, as worldwide  demand for  PTA
   continued  to  grow.   Polypropylene  volumes also  increased  11 percent,
   reflecting the  full-year effect of  operating the new  unit added  at the
   Chocolate Bayou plant, near Alvin, Texas, in mid-1992.  Weak demand in the
   olefins industry caused olefins volumes  to decline in 1993.   The overall
   capacity utilization rates were 88 percent in both 1993 and 1992.

        Chemical margins for most product  lines were down in 1993.   Margins
   were  lower for  olefins and  polypropylene due  to overcapacity  in their
   respective markets.  However,  PTA margins were higher resulting  from the
   strong market demand mentioned above.

   1992 vs. 1991

        In 1992 chemical activities  incurred a loss of $94  million compared
   with  earnings of  $68 million  in 1991.   Adjusting  for $265  million in
   restructuring  charges,  1992 earnings  were  up  $103 million  over  1991
   resulting  from  expense  reduction  measures  and  the  restructuring  of
   selected plastics and specialty businesses.

   Outlook

        Chemical  operations  continue  to  be influenced  by  the  worldwide
   economic environment and  the chemical industry supply and demand balance.
   In  anticipation of growth in  worldwide demand for  chemicals, Amoco will
   increase   the  emphasis   placed   on  its   attractive  core   commodity
   petrochemical strengths, while continuing to implement successful process-
   improvement  and cost-control  strategies.    Amoco  also  will  focus  on
   broadening the current commodity  chemical portfolio and diversifying into
   specialty chemical and polymer conversion businesses.

        Other Operations

        Other   operations  include   investments  in   laser  manufacturing,
   photovoltaics   and   biotechnology;   investments    in   hazardous-waste
   incineration  facilities;  offshore contract  drilling; interests  in real
   estate development; and other corporate diversification activities.

        Other operations incurred  a loss  of $45 million  in 1993,  compared
   with  losses of $179 million  and $69 million,  respectively, for 1992 and
   1991.  The  higher losses for  1992 reflected charges  of $99 million  for

                                       28
<PAGE>
<PAGE>

   anticipated  losses  on  the  disposition  of  non-strategic  investments.
   Excluding these items, losses  in other operations were mainly  associated
   with technology activities.   In 1993, the Corporation sold its 49 percent
   interest  in  a  fertilizer manufacturing  venture  in  Trinidad, and  its
   interest in Ok Tedi Mining Ltd. in Papua, New Guinea.   The Corporation is
   no longer involved in the mining business.

        Corporate Activities

        Corporate  activities,  including net  interest  and other  corporate
   expenses, were net expenses  of $196 million  for 1993, compared with  net
   expenses of  $210 million for 1992 and $279 million  in 1991.  Included in
   the  1993 results were prior-year tax benefits  of $101 million and losses
   associated with early  retirement of higher interest-rate debt.   Included
   in 1992 results were favorable effects of $70 million primarily related to
   revised estimates of  tax obligations  and early retirement  of debt,  and
   charges of  $38 million for work  force reductions.  Net  expenses in 1991
   included charges of $47 million related to the AMOCO CADIZ judgment.
   Adjusting for these items over the  years shown, net expense increased $11
   million between 1992 and 1993 and $10 million between 1991 and 1992.

        Liquidity and Capital Resources

        In  1993,  cash  flow  from operating  activities  amounted  to  $3.5
   billion, compared with $3 billion in 1992 and $3.3 billion in 1991.

        Total debt was $5.1  billion at year-end 1993.  Debt as  a percent of
   debt-plus-equity was 27.1 percent at December 31, 1993, compared with 28.8
   percent at year-end  1992.   During 1993, Amoco  retired approximately  $1
   billion  of higher  interest-rate debt  and replaced  it largely  with the
   issuance of  short-term commercial paper.   Also, in 1992  and 1993, Amoco
   Canada  Petroleum Company  Ltd.  ("Amoco Canada")  debt was  substantially
   refinanced.   As part  of the  refinancing, Amoco and  Amoco Company  have
   guaranteed certain debt issues of Amoco Canada.  See Notes 7 and 9  to the
   Consolidated Financial Statements.

        Working capital was $751 million at year-end 1993, compared with $810
   million at year-end  1992.   At year-end 1993,  the Corporation's  current
   ratio was 1.14 to 1 compared  with the current ratio at December  31, 1992
   of 1.16 to 1.  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's  short-term liquidity  position is  better than  the reported
   figures  indicate  since the  inventory  component of  working  capital is
   valued in part  under the LIFO  method whereas other  elements of  working
   capital are reported at  amounts more indicative of their  current values.
   If inventories were valued  at current replacement costs, it  is estimated

                                       29
<PAGE>
<PAGE>

   that inventories would have been $900 million higher at December 31, 1993.
   As a result, the level  of working capital would  rise and an increase  in
   the current ratio would result.

        The Corporation  believes its  strong financial position  will permit
   the  financing of  its  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  December
   31,  1993,  bank lines  of credit  available  to support  commercial paper
   borrowings  were $490 million, all  of which were  supported by commitment
   fees.    To  maintain  flexibility,  a  $500  million  shelf  registration
   statement  for debt  securities remains  on file  with the  Securities and
   Exchange Commission to permit ready access to capital markets.

        The  Corporation has  provided  in its  accounts  for the  reasonably
   estimable  future costs of probable environmental remediation obligations.
   These  amounts relate  to various refining  and marketing  sites, chemical
   locations, and oil and gas operations, including multiparty sites at which
   Amoco has been identified  as a potentially responsible party 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 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 be  significant, 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.  See Notes 1  and 21 to the Consolidated  Financial
   Statements.

        The Corporation and its  subsidiaries maintain insurance coverage for
   environmental pollution resulting from the sudden or accidental release of
   pollutants.  Amoco  is self-insured for up to $35  million from the sudden
   or  accidental release of pollutants per occurrence.  Amoco currently does
   not  carry insurance coverage with respect to other types of environmental
   obligations,  except  when  required  by  regulation  or  contract.    The
   financial statements do  not reflect any significant  recovery from claims
   under prior or current insurance coverage.

        At  December   31,  1993,  the  Corporation's   reserves  for  future
   environmental  remediation  costs  totaled  $683 million,  of  which  $401
   million related to  refining and  marketing sites.   The Corporation  also
   maintains   reserves  associated   with  dismantlement,   restoration  and
   abandonment  of  oil and  gas properties,  which  totaled $590  million at
   December 31, 1993.

        Capital   expenditures   resulting   from    existing   environmental
   regulations, primarily  related to  refining and marketing  sites, totaled
   $360  million in  1993.   Excluded from  that total  was $419  million for
   operating  costs and amounts spent  on research and  development, and $104

                                       30
<PAGE>
<PAGE>

   million of mandated and voluntary spending charged against the remediation
   liability.   Amoco's  1994  estimated capital  spending for  environmental
   cleanup  and  protection projects  is expected to  be  approximately  $250
   million.

        Capital and exploration expenditures in 1993 totaled $3.3 billion, an
   increase of 12 percent from the $3 billion spent in 1992.
<TABLE>
<CAPTION>

                                             1993   1992   1991   1990   1989
                                                     (millions of dollars)
   <S>                                     <C>    <C>    <C>    <C>    <C>
   Capital and exploration expenditures
     Exploration and production
       United States . . . . . . . . . . . $  669 $  472 $  965 $1,023 $  974
       Canada  . . . . . . . . . . . . . .    275    166    294    285    377
       Europe  . . . . . . . . . . . . . .    493    538    549    331    194
       Other . . . . . . . . . . . . . . .    682    578    690    706    517
     Refining, marketing and
     transportation  . . . . . . . . . . .    685    806    689    617    606
     Chemicals . . . . . . . . . . . . . .    370    320    520    582    528
     Other operations  . . . . . . . . . .    126     60    142     81    108
     Corporate . . . . . . . . . . . . . .     46     56     82     89     65
             Total . . . . . . . . . . . . $3,346 $2,996 $3,931 $3,714 $3,369
   Petroleum exploration expenditures
   charged to income (included above)
        United States  . . . . . . . . . . $   90 $  140 $  262 $  230 $  301
        Canada . . . . . . . . . . . . . .     47     72     73     89    169
        Europe . . . . . . . . . . . . . .    151    150    144     99     89
        Other  . . . . . . . . . . . . . .    241    300    311    275    167
             Total . . . . . . . . . . . . $  529 $  662 $  790 $  693 $  726
</TABLE>

        A capital and exploration  expenditure budget of $3 billion  has been
   approved  for 1994.    Exploration and  production  spending for  1994  is
   forecast  at  $1.9 billion,  the largest  portion of  which will  be spent
   outside  the United States.   Capital outlays of  approximately $1 billion
   are anticipated  to  be  split equally  between  chemical  operations  and
   refining, marketing and transportation activities.  It is anticipated that
   the 1994  capital  and exploration  expenditures budget  will be  financed
   primarily by funds generated internally.  The planned expenditure level is
   subject to adjustment as changing economic conditions may indicate.

        In  March 1994,   management  of  the  Corporation  announced  to its
   employees  that the  organizational  structure of the  Corporation will be
   changed  in  an effort  to  reduce   costs  and  increase   effectiveness.
   Management currently anticipates that the new structure will be  finalized
   in the last half of 1994.

                                       31
<PAGE>
<PAGE>

<TABLE>
<CAPTION>

   Item 8.  Financial Statements and Supplemental Information
         Index to Financial Statements and Supplemental Information      Page
   <S>                                                                   <C>
   Report of Independent Accountants . . . . . . . . . . . . . . . . . .  33
   Consolidated Financial Statements:
      Consolidated Statement of Income . . . . . . . . . . . . . . . . .  34
      Consolidated Statement of Financial Position . . . . . . . . . . .  35
      Consolidated Statement of Shareholders' Equity . . . . . . . . . .  36
      Consolidated Statement of Cash Flows . . . . . . . . . . . . . . .  37
      Notes to Consolidated Financial Statements . . . . . . . . . . . .  38
      Financial Statement Schedules:
        Property, Plant and Equipment (Schedule V) . . . . . . . . . . .  78
        Accumulated Depreciation, Depletion, and Amortization of
             Property, Plant and Equipment (Schedule VI) . . . . . . . .  79
        Valuation and Qualifying Accounts (Schedule VIII)  . . . . . . .  80
        Short-Term Obligations (Schedule IX) . . . . . . . . . . . . . .  81
        Supplementary Income Statement Information (Schedule X)  . . . .  82
   Supplemental Information:
      Quarterly Results and Stock Market Data  . . . . . . . . . . . . .  64
      Oil and Gas Exploration and Production Activities  . . . . . . . .  65
</TABLE>

        Separate   financial   statements   of   subsidiary   companies   not
   consolidated, and of 50 percent  or less owned companies accounted  for by
   the  equity  method,  have  been  omitted  since,  if  considered  in  the
   aggregate, they would not constitute a significant subsidiary.







                                       32
<PAGE>
<PAGE>


                       REPORT OF INDEPENDENT ACCOUNTANTS


   To the Board of Directors and Shareholders of Amoco Corporation

   In our  opinion,  the  consolidated financial  statements  listed  in  the
   accompanying index present fairly, in all material respects, the financial
   position  of Amoco Corporation and  its subsidiaries at  December 31, 1993
   and 1992, and  the results of  their operations and  their cash flows  for
   each  of  the three  years  in  the period  ended  December  31, 1993,  in
   conformity with generally accepted accounting principles.  These financial
   statements are  the responsibility of Amoco  Corporation's management; our
   responsibility  is to  express  an opinion  on these  financial statements
   based  on our  audits.   We conducted  our audits  of these  statements in
   accordance with  generally accepted auditing standards  which require that
   we plan and perform the audit to obtain reasonable assurance about whether
   the  financial statements  are free  of material  misstatement.   An audit
   includes examining, on a  test basis, evidence supporting the  amounts and
   disclosures  in  the  financial   statements,  assessing  the   accounting
   principles  used  and  significant   estimates  made  by  management,  and
   evaluating the overall financial statement presentation.   We believe that
   our audits provide a reasonable basis for the opinion expressed above.

   As  discussed in Note 15  to the consolidated  financial statements, Amoco
   Corporation changed its method  of accounting for income taxes by adopting
   Statements of Financial Accounting Standards  Nos. 109 and 96 in 1992  and
   1991,  respectively.  Also in 1992, Amoco Corporation adopted Statement of
   Financial  Accounting  Standards  No.  106,  discussed  in  Note  19,  and
   accordingly  changed its method  of accounting for postretirement benefits
   other than pensions.





   PRICE WATERHOUSE

   Chicago, Illinois
   February 22, 1994





                                       33
<PAGE>
<PAGE>
                       AMOCO CORPORATION AND SUBSIDIARIES

                           _________________________

                        CONSOLIDATED STATEMENT OF INCOME
<TABLE>
<CAPTION>

                                                         Year Ended December 31
                                                        1993      1992       1991
                                                      (millions of dollars, except
                                                           per-share amounts)
   <S>                                                <C>        <C>        <C>
   Revenues:
     Sales and other operating revenues  . . . . . .  $ 25,336   $25,280    $25,325
     Consumer excise taxes . . . . . . . . . . . . .     2,824     2,738      2,649
     Other income  . . . . . . . . . . . . . . . . .       457       201        322
       Total revenues  . . . . . . . . . . . . . . .    28,617    28,219     28,296
   Costs and expenses:
     Purchased crude oil, petroleum products and
      merchandise  . . . . . . . . . . . . . . . . .    12,878    12,495     12,230
     Operating expenses  . . . . . . . . . . . . . .     4,688     5,309      4,752
     Petroleum exploration expenses, including
       exploratory dry holes . . . . . . . . . . . .       529       662        790
     Selling and administrative expenses . . . . . .     1,849     2,319      2,149
     Taxes other than income taxes . . . . . . . . .     3,648     3,744      3,599
     Depreciation, depletion, amortization, and
      retirements and abandonments . . . . . . . . .     2,193     2,440      2,239
     Interest expense  . . . . . . . . . . . . . . .       325       247        502
       Total costs and expenses  . . . . . . . . . .    26,110    27,216     26,261
     Income before income taxes  . . . . . . . . . .     2,507     1,003      2,035
     Income taxes  . . . . . . . . . . . . . . . . .       687       153        862
     Income before the cumulative effects of
     accounting changes  . . . . . . . . . . . . . .     1,820       850      1,173
     Cumulative effects of accounting changes  . . .        --      (924)       311
       Net income (loss) . . . . . . . . . . . . . .  $  1,820   $   (74)   $ 1,484

     Income per share before the cumulative effects
      of accounting changes  . . . . . . . . . . . .  $   3.66   $  1.71    $  2.36
     Cumulative effects of accounting changes  . . .        --     (1.86)       .62
     Net income (loss) per share . . . . . . . . . .  $   3.66   $  (.15)   $  2.98

          (The accompanying notes are an integral part of these statements.)

</TABLE>

                                       34
<PAGE>
<PAGE>
                       AMOCO CORPORATION AND SUBSIDIARIES
                             _____________________

                  CONSOLIDATED STATEMENT OF FINANCIAL POSITION
<TABLE>
<CAPTION>
                                                                December 31
                                                              1993        1992
                                                           (millions of dollars)
   <S>                                                      <C>          <C>
                           ASSETS
   Current Assets:
    Cash . . . . . . . . . . . . . . . . . . . . . . . .    $    103     $   156
    Marketable securities--at cost, which approximates
     market  . . . . . . . . . . . . . . . . . . . . . .       1,114       1,132
    Accounts and notes receivable (less allowances of
     $65 on December 31, 1993, and $87 on December 31,
     1992) . . . . . . . . . . . . . . . . . . . . . . .       3,196       2,950
    Inventories  . . . . . . . . . . . . . . . . . . . .       1,110         989
    Prepaid expenses and income taxes  . . . . . . . . .         571         568
                                                               6,094       5,795
   Investments and other assets:
    Investments and related advances . . . . . . . . . .         318         525
    Long-term receivables and other assets . . . . . . .         705         739
                                                               1,023       1,264
   Properties--at cost, less accumulated depreciation,
   depletion and amortization of $23,204 on December 31,
   1993, and $22,204 on December 31, 1992  . . . . . . .      21,369      21,394
                                                            $ 28,486     $28,453




                                      35
<PAGE>
<PAGE>

                                                                December 31
                                                              1993        1992
                                                           (millions of dollars)
   <S>                                                      <C>          <C>

            LIABILITIES AND SHAREHOLDERS' EQUITY
   Current liabilities:
    Current portion of long-term obligations . . . . . .    $     53     $    46
    Short-term obligations . . . . . . . . . . . . . . .       1,007         218
    Accounts payable . . . . . . . . . . . . . . . . . .       2,473       2,778
    Accrued liabilities  . . . . . . . . . . . . . . . .         974       1,203
    Taxes payable (including income taxes) . . . . . . .         836         740
                                                               5,343       4,985
   Long-term obligations:
    Debt . . . . . . . . . . . . . . . . . . . . . . . .       4,034       5,005
    Capitalized leases . . . . . . . . . . . . . . . . .           3         108
                                                               4,037       5,113
   Deferred credits and other non-current liabilities:
    Income taxes . . . . . . . . . . . . . . . . . . . .       2,995       2,940
    Other  . . . . . . . . . . . . . . . . . . . . . . .       2,425       2,433
                                                               5,420       5,373
   Minority interest . . . . . . . . . . . . . . . . . .          21          22
   Shareholders' equity:
    Common stock (authorized 800,000,000 shares; issued
     and outstanding as of December 31, 1993--496,401,099
     shares; December 31, 1992--496,302,684 shares)  . .       2,147       2,126
    Earnings retained and invested in the business . . .      11,557      10,855
    Foreign currency translation adjustment  . . . . . .         (39)        (21)
   Total Shareholders' Equity  . . . . . . . . . . . . .      13,665      12,960
                                                            $ 28,486     $28,453

   (The successful efforts method of accounting is followed for costs incurred
    in oil and gas producing activities.)
   (The accompanying notes are an integral part of these statements.)

</TABLE>

                                       35
<PAGE>
<PAGE>

                       AMOCO CORPORATION AND SUBSIDIARIES
                           ___________________________

                 CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY
<TABLE>
<CAPTION>


                                                    Earnings
                                                    Retained
                                                       and
                                                    Invested     Foreign
                                                       in       Currency
                                           Common      the     Translation
                                           Stock    Business   Adjustment     Total
                                            (millions of dollars, except per-share
                                                           amounts)
   <S>                                    <C>       <C>        <C>           <C>
   Balance on December 31, 1990  . . .    $ 2,138   $ 11,925   $        5    $14,068
     Net income  . . . . . . . . . . .                 1,484                   1,484
     Cash dividends of $2.20 per share                (1,098)                 (1,098)
     Foreign currency translation
     adjustment  . . . . . . . . . . .                                  1          1
     Acquisitions of common stock (net)       (23)      (276)                   (299)
   Balance on December 31, 1991  . . .      2,115     12,035            6     14,156
     Net loss  . . . . . . . . . . . .                   (74)                    (74)
     Cash dividends of $2.20 per share                (1,091)                 (1,091)
     Foreign currency translation
     adjustment  . . . . . . . . . . .                                (27)       (27)
     Issuances of common stock (net) .         11        (15)                     (4)
   Balance on December 31, 1992  . . .      2,126     10,855          (21)    12,960
     Net income  . . . . . . . . . . .                 1,820                   1,820
     Cash dividends of $2.20 per share                (1,092)                 (1,092)
     Foreign currency translation
     adjustment  . . . . . . . . . . .                                (18)       (18)
     Issuances of common stock (net) .         21        (26)                     (5)
   Balance on December 31, 1993  . . .    $ 2,147   $ 11,557   $      (39)   $13,665

       (The accompanying notes are an integral part of these statements.)
</TABLE>













                                       36
<PAGE>
<PAGE>
                       AMOCO CORPORATION AND SUBSIDIARIES
                            _______________________

                      CONSOLIDATED STATEMENT OF CASH FLOWS
<TABLE>
<CAPTION>
                                                       Year Ended December 31
                                                     1993       1992      1991
                                                       (millions of dollars)
   <S>                                             <C>        <C>        <C>
   Cash flows from operating activities:
     Net income (loss) . . . . . . . . . . . . .   $ 1,820    $   (74)   $ 1,484
     Adjustments to reconcile net income (loss)
      to net cash provided by operating
      activities:
      Depreciation, depletion, amortization, and
       retirements and abandonments  . . . . . .     2,193      2,440      2,239
      (Increase) decrease in receivables . . . .       (18)       476        731
      (Increase) decrease in inventories . . . .       (89)       130        (15)
      Decrease in payables and accrued
       liabilities . . . . . . . . . . . . . . .      (371)      (788)      (698)
      Deferred taxes and other items . . . . . .       (44)       (88)      (166)
      Cumulative effects of accounting changes .         -        924       (311)
      Net cash provided by operating activities      3,491      3,020      3,264

   Cash flows from investing activities:
     Capital expenditures  . . . . . . . . . . .    (2,817)    (2,334)    (3,141)
     Proceeds from dispositions of property and
      other assets . . . . . . . . . . . . . . .       594        452        747
     New investments, advances and business
      acquisitions . . . . . . . . . . . . . . .      (200)      (126)       (25)
     Proceeds from sales of investments  . . . .       256          8         36
     Other . . . . . . . . . . . . . . . . . . .        (2)        18         27
     Net cash used in investing activities . . .    (2,169)    (1,982)    (2,356)

   Cash flows from financing activities:
     New long-term obligations . . . . . . . . .     1,313      3,061        630
     Repayment of long-term obligations  . . . .    (2,286)    (3,147)      (835)
     Cash dividends paid . . . . . . . . . . . .    (1,092)    (1,091)    (1,098)
     Issuances of common stock . . . . . . . . .        27         25        236
     Acquisitions of common stock  . . . . . . .       (32)       (29)      (535)
     Increase (decrease) in short-term
      obligations  . . . . . . . . . . . . . . .       677       (152)      (122)
     Net cash used in financing activities . . .    (1,393)    (1,333)    (1,724)
   Decrease in cash and marketable securities  .       (71)      (295)      (816)

   Cash and marketable securities-beginning of
    year . . . . . . . . . . . . . . . . . . . .     1,288      1,583      2,399
   Cash and marketable securities-end of year  .   $ 1,217    $ 1,288    $ 1,583

       (The accompanying notes are an integral part of these statements.)
</TABLE>
                                       37
<PAGE>
<PAGE>

                       AMOCO CORPORATION AND SUBSIDIARIES
                           __________________________

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

   Note 1.  Accounting Policies

        Principles of Consolidation

        The  operations   of  all  significant  subsidiaries   in  which  the
   Corporation directly or indirectly owns more than 50 percent of the voting
   stock  are  included  in  the  consolidated  financial  statements.    The
   Corporation   also  consolidates  its   proportionate  share   of  assets,
   liabilities and  results of operations of  oil and gas joint  ventures and
   undivided interest in  pipeline companies.  Investments in other companies
   in which less than a majority interest is held are generally accounted for
   by the equity method.

        Inventories

        Inventories are carried at the lower of current market value or cost.
   Cost  is determined under the  last-in, first-out ("LIFO")  method for the
   majority  of inventories  of crude  oil,  petroleum products  and chemical
   products.   The  costs  of remaining  inventories  are determined  on  the
   first-in, first-out ("FIFO") or average cost methods.

        Costs Incurred in Oil and Gas Producing Activities

        The Corporation follows the  successful efforts method of accounting.
   Costs  of   property  acquisitions,  successful  exploratory   wells,  all
   development  costs (including CO2 and certain  other injected materials in
   enhanced  recovery  projects) and  support  equipment  and facilities  are
   capitalized.  Unsuccessful exploratory  wells are expensed when determined
   to  be non-productive.   Production  costs, overhead  and all  exploration
   costs  other  than  exploratory  drilling are  charged  against  income as
   incurred.

        Depreciation, Depletion and Amortization

        Generally, depreciation  of plant and  equipment, other than  oil and
   gas  facilities, is computed on  a straight-line basis  over the estimated
   economic lives of  the facilities.  Assets  held under capital leases  are
   generally amortized over  the terms of the leases.   Depletion of the cost
   of  producing oil and  gas properties, amortization  of related intangible
   drilling and development costs and depreciation of tangible lease and well
   equipment are computed on the unit-of-production method.

        The portion of costs of unproved oil and  gas properties estimated to
   be non-productive is amortized over projected holding periods.

                                       38
<PAGE>
<PAGE>
                       AMOCO CORPORATION AND SUBSIDIARIES
                           __________________________

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

        The estimated costs  to dismantle,  restore and abandon  oil and  gas
   properties are  accrued over the properties' remaining productive lives on
   the unit-of-production method.

        Retirements

        Upon  normal retirement or replacement  of facilities, the gross book
   value  less  salvage is  charged to  accumulated  depreciation.   Gains or
   losses  from  abnormal retirements  or sales  are  credited or  charged to
   income.

        Maintenance and Repairs

        All maintenance  and repair costs  are charged against  income, while
   significant improvements are capitalized.

        Income Taxes

        Provision  is made  in  the  Corporation's  accounts to  reflect  the
   current  and deferred  tax  consequences of  transactions  that have  been
   recognized in the financial statements.

        Futures Contracts

        The  Corporation  periodically   enters  into  futures   and  options
   contracts  generally  to  hedge  its exposure  to  price  fluctuations  on
   hydrocarbon  transactions, and to  hedge its  exposure to  fluctuations in
   currency exchange  rates on borrowings in foreign  currencies.  Recognized
   gains and  losses on hedge  contracts are reported  as a component  of the
   related transaction.

        Translation of Foreign Currencies

        The  U.S. dollar has been determined to be the appropriate functional
   currency  for   essentially   all  operations   except  foreign   chemical
   operations.

        Environmental Liabilities

        The  Corporation  has provided  in  its accounts  for  the reasonably
   estimable future costs of  probable environmental remediation  obligations
   relating  to  current  and  past  activities,  including  obligations  for
   previously  disposed  assets or  businesses.   In  the case  of long-lived
   cleanup  projects, the  effects of  inflation and  other factors,  such as
   improved  application   of  known  technologies  and   methodologies,  are
   considered  in determining  the  amount  of  estimated liabilities.    The
   undiscounted  accrued amount  primarily  consists of  costs  such as  site
   assessment,  monitoring, equipment,  utilities and  soil and  ground water
   treatment   and  disposal.     The  estimated   environmental  remediation
   obligation  has  not  been  reduced  for  probable  recoveries from  third
   parties.
                                       39
<PAGE>
<PAGE>
                       AMOCO CORPORATION AND SUBSIDIARIES
                          ___________________________

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

        Net Income Per Share

        Net income per share of common stock is based on the monthly weighted
   average number of shares outstanding during the year.

   Note 2.  Acquisitions, Dispositions and Special Items

        In 1993, new investments,  advances and business acquisitions totaled
   $200  million,  including the  purchase  of  Phillips Fibers  Corporation.
   Proceeds from dispositions of property and other assets  and from sales of
   investments   totaled  $850   million,  including   certain  non-strategic
   properties and investments in Canada for approximately $471 million.

        Earnings  in  1993 included  gains of  $120  million relating  to the
   Corporation's  disposition of  65 percent  of the  equity investment  in a
   Canadian  company,  Crestar Energy  Inc., in  connection with  its initial
   public offering.  Also included were gains of $70 million associated  with
   the disposition of certain Canadian properties.  Earnings in 1993 included
   after-tax charges of $170  million associated with the writedown  of Congo
   exploration and production operations to current recoverable value.

        Earnings in 1992 were  reduced by after-tax charges of  $805 million,
   as part of a strategic reassessment of business operations.  These charges
   included  $473  million for  costs  of  restructuring business  units  and
   related charges, including  anticipated losses on  the disposition of  oil
   and gas  properties and other  non-strategic assets and  investments; $181
   million for charges related to work force reductions; and $151 million for
   other reserves and adjustments.   Earnings were favorably affected  by $90
   million related to  the settlement  of natural gas  contracts in  Sharjah.
   Also favorably affecting earnings were benefits of  $90 million associated
   with revised estimates of tax obligations and retirement of debt.

        In  1991, proceeds  from dispositions  of property  and other  assets
   totaled  $747 million, including  the sale  of oil  and gas  properties in
   several states to Apache Corporation for approximately $500 million. Also,
   charges of  $75 million were  associated with  the closing of  the Casper,
   Wyo., refinery.

   Note 3.  Cash Flow Information

        The Consolidated  Statement of Cash Flows  provides information about
   changes in  cash and cash equivalents,  including cash in excess  of daily
   requirements that is invested  in marketable securities, substantially all
   of  which have  a maturity  of three  months or less  when acquired.   The
   effect  of foreign currency exchange  rate fluctuations on  total cash and
   marketable securities balances was not significant.

                                       40
<PAGE>
<PAGE>
                       AMOCO CORPORATION AND SUBSIDIARIES
                           _________________________

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

        Net cash  provided by operating activities reflects cash payments for
   interest and income taxes as follows:
<TABLE>
<CAPTION>
                                              1993         1992          1991
                                                   (millions of dollars)
   <S>                                       <C>          <C>          <C>
   Interest paid . . . . . . . . .           $ 367        $ 550        $  449

   Income taxes paid . . . . . . .           $ 632        $ 974        $1,341
</TABLE>

   Note 4.  Inventories

        Inventories at December 31, 1993 and 1992, are shown in the following
   table:
<TABLE>
<CAPTION>
                                                            December 31
                                                          1993        1992
                                                            (millions of
                                                              dollars)
   <S>                                                 <C>         <C>
   Crude oil and petroleum products  . . . . . . .     $     415   $     318
   Chemical products . . . . . . . . . . . . . . .           377         342
   Other products and merchandise  . . . . . . . .            21          26
   Materials and supplies  . . . . . . . . . . . .           297         303
     Total . . . . . . . . . . . . . . . . . . . .     $   1,110   $     989
</TABLE>

        During  the year  ended December  31, 1993,  the  Corporation reduced
   certain  inventory  quantities  which  were valued  at  lower  LIFO  costs
   prevailing in prior years.   The effect of this reduction was  to increase
   net income by approximately $50 million.  A smaller LIFO gain was included
   in 1992.

        Inventories carried under  the LIFO method represented  approximately
   47 percent  of total  year-end inventory  carrying values  in 1993  and 48
   percent  in  1992.   It  is  estimated that  inventories  would  have been
   approximately $900 million higher than reported on  December 31, 1993, and
   approximately $1.3 billion higher on  December 31, 1992, if the quantities
   valued on the LIFO basis were instead valued on the FIFO basis.

   Note 5.  Amoco Credit Corporation

        Amoco  Credit  Corporation  ("Credit")  is  a  wholly  owned  finance
   subsidiary  of  the  Corporation.   Credit  is  primarily  engaged  in the
   business of  financing  certain  accounts  and  notes  receivable  of  the
   Corporation through the  issuance of commercial paper and other short-term
   borrowings.    The  financial  information   of  Credit  included  in  the
   consolidated financial statements is provided in the following table:
                                       41
<PAGE>
<PAGE>
                       AMOCO CORPORATION AND SUBSIDIARIES
                            _________________________

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
<TABLE>
<CAPTION>
                                                   1993       1992      1991
   For the years ended December 31:                    (millions of dollars)
   <S>                                            <C>       <C>       <C>
     Revenues  . . . . . . . . . . . . . . .      $   60    $    71   $   82
     Net income  . . . . . . . . . . . . . .      $   31    $    37   $   38

   At December 31:
     Assets, principally accounts receivable      $  287    $   321   $  385
     Liabilities, principally short-term
     borrowings  . . . . . . . . . . . . . .      $  244    $   219   $  320
     Shareholder's equity  . . . . . . . . .      $   43    $   102   $   65
</TABLE>

   Note 6.  Property, Plant and Equipment

        Investment in properties at December  31, 1993 and 1992, detailed  by
   industry segment, was as follows:
<TABLE>
<CAPTION>
                                                      December 31
                                                   1993               1992
                                             Gross        Net         Net
                                                 (millions of dollars)
    <S>                                   <C>         <C>         <C>
    Exploration and production:
      United States . . . . . . . . . .   $   15,057  $   6,935   $    7,071
      Non-U.S.  . . . . . . . . . . . .       12,982      5,008        5,207
    Refining, marketing and
    transportation  . . . . . . . . . .        9,817      5,797        5,730
    Chemicals . . . . . . . . . . . . .        5,265      2,668        2,442
    Other operations  . . . . . . . . .          768        546          555
    Corporate . . . . . . . . . . . . .          684        415          389
       Total  . . . . . . . . . . . . .   $   44,573  $  21,369   $   21,394
    Amounts related to capital leases
    included above  . . . . . . . . . .   $       72  $       7   $       92
</TABLE>

   Note 7.  Short-Term Obligations

        Amoco's  short-term   obligations  consist   of  notes   payable  and
   commercial  paper.   Notes payable  as of  December 31, 1993,  totaled $71
   million at  an average annual interest rate  of 3.2 percent, compared with
   $75 million  at an average annual interest rate of 3.6 percent at year-end
   1992.  Commercial paper borrowings at December 31, 1993, were $936 million
   at  an average  annual interest  rate of  3.4 percent  compared with  $143
   million at an average annual  interest rate of 3.5 percent as  of December
   31, 1992.  The carrying value of short-term obligations as of December 31,
   1993 and December 31, 1992, approximated estimated fair value.
                                       42
<PAGE>
<PAGE>
                       AMOCO CORPORATION AND SUBSIDIARIES
                            _________________________

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

        Bank lines of credit available to support commercial paper borrowings
   of the Corporation amounted to $490  million and $500 million at  December
   31,  1993  and  1992,  respectively.   All  of  these  were  supported  by
   commitment fees.

        The Corporation also maintains compensating balances with a number of
   banks for various  purposes.   Such arrangements do  not legally  restrict
   withdrawal or usage  of available cash funds.  In  the aggregate, they are
   not material in relation to total liquid assets.

   Note 8.  Accounts Payable

        Accounts payable at December 31, 1993 and 1992, included  liabilities
   in the amount of  $304 million and $342 million, respectively,  for checks
   issued  in  excess of  related  bank balances  but not  yet  presented for
   collection.

   Note 9.  Long-Term Debt

        Amoco's   long-term   debt  resides   principally   with   two  Amoco
   subsidiaries--Amoco Company and Amoco Canada.  Amoco  Company functions as
   the  principal holding company for  all of Amoco's  petroleum and chemical
   operations,  except  Canadian  petroleum  operations  and  selected  other
   activities.













                                       43
<PAGE>
<PAGE>

                       AMOCO CORPORATION AND SUBSIDIARIES
                            ________________________

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

        The components of long-term debt and year-end rates are summarized as
   follows:
<TABLE>
<CAPTION>
                                                              December 31
                                                              1993       1992
                                                             (millions of
                                                               dollars)
   <S>                                                  <C>        <C>
   Amoco Company
     7 7/8% Debentures due 2007  . . . . . . . . . . .  $       -- $      323
     8 5/8% Debentures due 2016  . . . . . . . . . . .         102        300
     7 7/8% Notes due 1996 . . . . . . . . . . . . . .          --        250
     9 3/4% Debentures due 2016  . . . . . . . . . . .          78        114
     9 7/8% Debentures due 2016  . . . . . . . . . . .          25        118
     6% Debentures due 1998  . . . . . . . . . . . . .          --         73
     Environmental and other industrial development
     obligations . . . . . . . . . . . . . . . . . . .         619        448
     U.K. Loans-6.2% Sterling(1) . . . . . . . . . . .         565        461
               -4% U.S. dollar(1)  . . . . . . . . . .         195        195
     Other indebtedness  . . . . . . . . . . . . . . .         423        514
      Subtotal   . . . . . . . . . . . . . . . . . . .       2,007      2,796
     Less current maturities . . . . . . . . . . . . .          43         22
      Total Amoco Company  . . . . . . . . . . . . . .       1,964      2,774
   Amoco Canada
     6 3/4% Debentures due 2005  . . . . . . . . . . .         299        --
     7 1/4% Notes due 2002 . . . . . . . . . . . . . .         299        299
     6 3/4% Debentures due 2023  . . . . . . . . . . .         296        --
     7.95% Debentures due 2022 . . . . . . . . . . . .         296        296
     7 1/4% Notes due 2002 . . . . . . . . . . . . . .         254        255
     7 3/8% Subordinated Exchangeable Debentures (SEDs)
          due 2013(2)  . . . . . . . . . . . . . . . .         457        456
     Commercial paper and bank loans . . . . . . . . .          --        721
     Other . . . . . . . . . . . . . . . . . . . . . .          36         57
      Subtotal   . . . . . . . . . . . . . . . . . . .       1,937      2,084
     Less current maturities . . . . . . . . . . . . .          --          4
      Total Amoco Canada   . . . . . . . . . . . . . .       1,937      2,080
   Other subsidiaries (less current maturities)  . . .         133        151
   Total long-term debt  . . . . . . . . . . . . . . .  $    4,034 $    5,005

   (1)Weighted average interest rate at December 31, 1993.
   (2)The SEDs are exchangeable for Amoco common stock at $52.50 per share.
</TABLE>

        During  1993, Amoco  retired $305  million of  debt through  a tender
   offer program  that was initiated in  October.  In  addition, Amoco called
   for redemption a total of $646  million in other securities.  The majority
   of  these  obligations  were  replaced   with  commercial  paper.    Early

                                       44
<PAGE>
<PAGE>

                       AMOCO CORPORATION AND SUBSIDIARIES
                           _________________________

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

   retirement  of these  issues resulted  in a  loss of  $44 million.   Amoco
   Canada  substantially completed  refinancing its  long-term debt  with the
   issuance of $600  million in debentures.  Proceeds from  these issues were
   used to repay the bank loans and the commercial paper.   Amoco Corporation
   guarantees  the  outstanding public  debt  obligations  of Amoco  Company.
   Amoco  Corporation and Amoco Company guarantee the Notes and Debentures of
   Amoco Canada, except for the SEDs.

        AmProp  Inc., a real estate subsidiary, had long-term debt secured by
   real  estate assets,  totaling  $88 million  at  year-end 1993,  and  $104
   million at year-end 1992, which is not guaranteed by Amoco  Corporation or
   Amoco Company.

        Of Amoco's total debt outstanding at December 31, 1993, approximately
   $600 million was denominated  in foreign currencies.  The  Corporation has
   entered  into foreign currency forward and option contracts that have been
   designated as hedges of the currency exposure on substantially all of that
   debt.   Unrealized losses on these hedge contracts totaled $14 million and
   $115 million for 1993  and 1992, respectively, and were offset by currency
   gains  on  long-term debt.  The estimated  fair  values of  long-term debt
   outstanding as  of  December 31,  1993 and  1992 were  $4,264 million  and
   $5,120 million, respectively, based  on quoted market prices for  the same
   or similar  issues, or the  current rates offered  to the Corporation  for
   debt of the same remaining maturities.

        Annual maturities of total long-term debt during the next five years,
   including the portion classified as current, are $44 million in 1994, $200
   million  in 1995,  $249 million  in 1996,  $205 million  in 1997  and $266
   million in 1998.









                                       45
<PAGE>
<PAGE>
                       AMOCO CORPORATION AND SUBSIDIARIES
                           _________________________

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

   Note 10.  Leases

        The Corporation leases various types of properties, including service
   stations, tankers, buildings, railcars and other facilities, some of which
   are subleased to others, through operating leases.  Some of the leases and
   subleases  provide  for  contingent   rentals  based  on  refined  product
   throughput.

        Summarized  below as of December 31, 1993, are future minimum rentals
   payable and related  sublease rental income for non-cancelable capital and
   operating  leases.   Also  shown is  a  reconciliation of  minimum rentals
   payable with the amount  of capitalized lease obligations included  in the
   Consolidated Statement of Financial Position as of December 31, 1993.
<TABLE>
<CAPTION>
                                            Capital Leases   Operating Leases
                                           Rentals   Rental  Rentals   Rental
                                           Payable   Income  Payable   Income
                                                  (millions of dollars)
   <S>                                    <C>      <C>      <C>       <C>
   1994  . . . . . . . . . . . . . . . .  $     10 $      - $     165 $     62
   1995  . . . . . . . . . . . . . . . .         2        -       132       61
   1996  . . . . . . . . . . . . . . . .         -        -       109       58
   1997  . . . . . . . . . . . . . . . .         -        -        96       55
   1998  . . . . . . . . . . . . . . . .         -        -        83       52
   After 1998  . . . . . . . . . . . . .         1        -       480      407
     Total minimum rentals . . . . . . .        13 $      - $   1,065 $    695
     Less--amounts representing
         interest  . . . . . . . . . . .         1
   Capitalized lease obligations
   (including $9 million payable within
   one year) . . . . . . . . . . . . . .  $     12
</TABLE>

        Rental  expense and  related  rental income  applicable to  operating
   leases for the three years ended December 31, 1993, are summarized below:
<TABLE>
<CAPTION>
                                                     1993      1992      1991
                                                     (millions of dollars)
   <S>                                           <C>      <C>       <C>
   Minimum rental expense  . . . . . . . . . .   $    229 $     253 $     298
   Contingent rental expense . . . . . . . . .         16        23        23
     Total . . . . . . . . . . . . . . . . . .        245       276       321
   Less--related rental income . . . . . . . .         84        85        90
     Net rental expense  . . . . . . . . . . .   $    161 $     191 $     231
</TABLE>
                                       46
<PAGE>
<PAGE>

                       AMOCO CORPORATION AND SUBSIDIARIES
                           _________________________

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

   Note 11.  Capital Stock

        There were  800,000,000  shares of  common  stock without  par  value
   authorized at December  31, 1993.   Details concerning share  transactions
   are shown below:
<TABLE>
<CAPTION>
                               1993                  1992                1991
                          Shares      Amount      Shares  Amount     Shares    Amount
                         (thous)       (mil)     (thous)   (mil)    (thous)     (mil)
   <S>                  <C>      <C>            <C>     <C>        <C>      <C>
   Net shares on
   Jan. 1  . . . . .    496,303  $    2,126     496,335 $ 2,115    501,964  $  2,138
   Stock repurchases       (686)         (6)       (733)    (14)   (10,371)     (259)
   Sales and
   distributions
   under employee
   benefit plans,
   etc.  . . . . . .        784          27         701      25      4,742       236
   Net shares
   outstanding on
   December 31 . . .    496,401  $    2,147     496,303 $ 2,126    496,335  $  2,115
</TABLE>

       In addition, there are 50 million shares of voting preferred stock and
   50  million  shares  of  non-voting preferred  stock  authorized.    As of
   December 31, 1993, none of the preferred stock had been issued.

   Note 12.  Foreign Currency

        A foreign currency  gain of $47  million was reflected  in income  in
   1993, compared with a gain  of $129 million and a loss of $20  million for
   1992 and 1991, respectively.  In  addition, net translation losses of  $18
   million  and $27  million  for  1993 and  1992,  respectively,  and a  net
   translation  gain of $1 million  for 1991,  were reflected in  the foreign
   currency translation adjustment account in shareholders' equity.






                                       47
<PAGE>
<PAGE>
                       AMOCO CORPORATION AND SUBSIDIARIES
                            ________________________

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

   Note 13.  Interest Expense

        The Corporation capitalizes interest cost related to the financing of
   major  projects  under development.   All  other  interest is  expensed as
   incurred.   The  components  of interest  expense  are summarized  in  the
   following table:
<TABLE>
<CAPTION>
                                                1993       1992       1991
                                                  (millions of dollars)
   <S>                                       <C>        <C>        <C>
   Short-term obligations  . . . . . . . .   $     14   $     13   $      21
   Long-term obligations . . . . . . . . .        285        320         412
     Total external financing  . . . . . .        299        333         433
   Other interest expense  . . . . . . . .         39        (67)         87
                                                  338        266         520
   Less--capitalized interest  . . . . . .         13         19          18
     Net interest expense  . . . . . . . .   $    325   $    247   $     502
</TABLE>

   Note 14.  Research and Development Expenses

        Research and development costs are expensed as  incurred and amounted
   to $292 million in 1993, $300 million in 1992 and $330 million in 1991.

   Note 15.  Taxes

        Effective  January  1, 1992,  the  Corporation  adopted Statement  of
   Financial Accounting Standards ("SFAS") No. 109.  The cumulative effect of
   the accounting  change, relating to  years prior to 1992,  was to increase
   deferred income  tax liabilities  as of January  1, 1992,  and reduce  net
   income by  $68 million ($.14  per share).   In addition,  1992 net  income
   before the  cumulative effect was  $215 million  ($.43 per share)  greater
   than it  would have  been under  SFAS No.  96, the  previous method.   The
   Corporation had  adopted  SFAS No.  96, effective  January 1,  1991.   The
   cumulative  effect  of that  accounting  change was  to  decrease deferred
   income  tax liabilities and increase  1991 net income  by $311 million, or
   $.62 per share.








                                       48
<PAGE>
<PAGE>

                       AMOCO CORPORATION AND SUBSIDIARIES
                           _________________________

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)


        The  aggregate  federal and  foreign  deferred  income tax  liability
   represents the tax effect of the following items at December 31:
<TABLE>
<CAPTION>

                                                        1993          1992
                                                    (millions of dollars)
   <S>                                              <C>           <C>
   Operating loss and tax credit carryforwards .    $      630    $      684
   Exploration costs . . . . . . . . . . . . . .           286           373
   Postretirement benefits . . . . . . . . . . .           503           467
   Environmental costs . . . . . . . . . . . . .           380           395
   Other . . . . . . . . . . . . . . . . . . . .           507           604
   Gross deferred tax assets . . . . . . . . . .         2,306         2,523
   Deferred tax asset valuation allowance  . . .          (573)         (742)
   Net deferred tax assets . . . . . . . . . . .    $    1,733    $    1,781

   Accelerated depreciation  . . . . . . . . . .    $    3,367    $    3,318
   Intangible drilling costs . . . . . . . . . .           679           681
   Other . . . . . . . . . . . . . . . . . . . .           289           326
   Deferred tax liabilities  . . . . . . . . . .    $    4,335    $    4,325
</TABLE>

           The  decrease  in  the  deferred  tax  asset  valuation  allowance
   primarily  reflects  recognition  of   tax  benefits  related  to  foreign
   operations and asset sales.

        The provision for income taxes is composed of:
<TABLE>
<CAPTION>
                                                1993       1992       1991
                                                  (millions of dollars)
   <S>                                      <C>        <C>         <C>
   Federal--current  . . . . . . . . . . .  $     104  $      326  $     488
          --deferred . . . . . . . . . . .        162        (366)      (160)
   Foreign--current  . . . . . . . . . . .        479         533        548
          --deferred . . . . . . . . . . .        (77)       (370)       (74)
   State and local . . . . . . . . . . . .         19          30         60
                                            $     687  $      153  $     862
</TABLE>


                                       49
<PAGE>
<PAGE>

                       AMOCO CORPORATION AND SUBSIDIARIES
                           _________________________

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

        The following is  a reconciliation between  the provision for  income
   taxes and income taxes  determined by applying the federal  statutory rate
   to income before income taxes:
<TABLE>
<CAPTION>
                                     1993                     1992                   1991
                                            Percent                Percent                 Percent
                                                 of                     of                      of
                                 Amount     Pre-Tax      Amount    Pre-Tax      Amount     Pre-Tax
                             (millions)      Income  (millions)     Income  (millions)      Income
   <S>                     <C>              <C>     <C>            <C>     <C>             <C>
   Pretax income:
     U.S. source . . . . . $     1,553              $      613             $    1,361
     Foreign source  . . .         954                     390                    674
                           $     2,507              $    1,003             $    2,035

   Theoretical U.S. income
   tax . . . . . . . . . . $       878        35.0  $      341       34.0  $      692        34.0
   Increase (reduction) due
   to:
   Foreign taxes at rates
   in excess of U.S. rate           92         3.7         125       12.4         256        12.6
   Effect of foreign
   currency gains/losses .         (24)       (1.0)       (133)     (13.2)          9          .5
   Tax credits   . . . . .        (185)       (7.4)       (127)     (12.7)        (48)       (2.4)
   Tax-rate changes  . . .          53         2.1          39        3.9          (9)        (.4)
   Prior-year adjustments         (125)       (5.0)       (119)     (11.9)        (28)       (1.4)
   All other (net) . . . .          (2)         --          27        2.7         (10)        (.5)
                           $       687        27.4  $      153       15.2  $      862        42.4
</TABLE>
        Taxes other than income taxes include:
<TABLE>
<CAPTION>
                                                       1993     1992     1991
                                                      (millions of dollars)
   <S>                                              <C>     <C>      <C>
   Consumer excise taxes . . . . . . . . . . . . .  $ 2,824 $  2,738 $  2,649
   Production and severance taxes
     United States . . . . . . . . . . . . . . . .      128      121      142
     Foreign . . . . . . . . . . . . . . . . . . .      110      363      219
   Property taxes  . . . . . . . . . . . . . . . .      315      287      285
   Social Security, corporation and other taxes  .      271      235      304
                                                    $ 3,648 $  3,744 $  3,599
</TABLE>

        Undistributed   earnings   of   certain   foreign   subsidiaries  and
   joint-venture  companies aggregated  $341  million on  December 31,  1993,
   which,  under  existing  law,  will  not  be  subject to  U.S.  tax  until

                                       50
<PAGE>
<PAGE>
                       AMOCO CORPORATION AND SUBSIDIARIES
                            ________________________

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

   distributed as dividends.  Since the earnings have been or are intended to
   be indefinitely  reinvested in foreign  operations, no provision  has been
   made for  any U.S. taxes that may be applicable thereto.  Furthermore, any
   taxes  paid to foreign governments on those  earnings may be used in whole
   or in part,  as credits against the U.S. tax  on any dividends distributed
   from  such earnings.   It  is not  practicable to  estimate the  amount of
   unrecognized deferred U.S. taxes on these undistributed earnings.

   Note 16.  Stock Option Plans

        The Corporation's stock option plans approved by shareholders provide
   for  the granting  of options  with or  without stock  appreciation rights
   ("SARs")  to   key,  managerial  and  other  eligible   employees  to  buy
   Corporation common stock  at not less than 100 percent  of the fair market
   value at the  date of grant.  Such options may  be incentive stock options
   to the  extent provided in  the Internal  Revenue Code.   Options  granted
   under  the plans  normally  extend  for  10  years  and  generally  become
   exercisable two  years after the  date of  the grant.   Options with  SARs
   permit holders to  surrender exercisable options  in exchange for  payment
   determined by the  amount by which the market  value of the shares  on the
   dates the rights are exercised  exceeds the grant price.  No  options were
   granted with SARs in 1993.  Such payments can be made in shares, cash or a
   combination at the discretion of the administering committee.

        Option  plan  transactions in  1993 are  summarized in  the following
   table:
<TABLE>
<CAPTION>
                                                    Thousands     Price Range
                                                    of Shares       Per Share
   <S>                                              <C>       <C>
   Options outstanding on Jan. 1, 1993 . . . .         9,259  $ 25.03 - 54.88
   Options granted . . . . . . . . . . . . . .         2,199  $ 53.69 - 57.44
   Options exercised . . . . . . . . . . . . .          (615) $ 25.03 - 54.13
   Options surrendered or terminated . . . . .          (172) $ 44.06 - 57.44
   Options canceled upon exercise of SARs  . .          (112) $ 25.03 - 52.44
   Options outstanding on Dec. 31, 1993  . . .        10,559  $ 28.25 - 57.44
</TABLE>

        Of the total options  outstanding on December 31, 1993,  692,492 were
   with  SARs.    Stock options  for  6,396,005  shares  were exercisable  at
   year-end 1993.   No options may  be granted under  the current plan  after
   December 31, 2001.

        The  Corporation's  restricted  stock  grant plans  provide  for  the
   awarding  of shares of Corporation  common stock to  selected employees of
   Amoco   and  its  participating   subsidiaries,  including   officers  and
   directors.  Shares  issued under the  plans may not  be sold or  otherwise

                                       51
<PAGE>
<PAGE>

                       AMOCO CORPORATION AND SUBSIDIARIES
                            ________________________

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

   transferred for a minimum period as established at the time  of the grant.
   The  shares  generally  are  subject  to  forfeiture  if  the  recipient's
   employment terminates during the  specified period unless such termination
   is  due  to death,  total disability  or  involuntary retirement.   Shares
   issued have  dividend and  voting rights  identical  to other  outstanding
   shares of the Corporation's common stock.  During 1993, 58,535 shares were
   issued under the current plans.  No restricted shares may  be issued under
   the current plan after December 31, 2001.

   Note 17.  Employee Compensation Programs

        Management  incentive  compensation  plans  approved  by shareholders
   provide for the granting of awards  to key, managerial and other  eligible
   executives of the Corporation  and certain subsidiaries.  Amounts  charged
   against  earnings  in anticipation  of awards  to be  made later  were $10
   million in 1993,  $8 million in 1992 and $6 million  in 1991.  Awards made
   in  1993, 1992  and 1991  amounted  to $13  million, $16  million and  $19
   million, respectively.

        The Amoco  Performance Share  Plan, which  became effective  in 1992,
   allocates  Amoco stock to employees when the Corporation's total return to
   shareholders  meets or  exceeds the  average return  achieved by  a select
   group of competitors.   No contributions were made on  behalf of employees
   in  1993 as  the return  on Amoco  common stock  was below  the competitor
   average.   The return on Amoco  stock was above the  competitor average in
   1992.  As  a result, employees earned  stock equal to 4.4 percent  of base
   compensation, and the amount charged to expense in 1992 was $77 million.

   Note 18.  Retirement Plans

        The Corporation and its subsidiaries have a number of defined benefit
   pension  plans covering most employees.  Plan benefits are generally based
   on   employees'  years   of  service   and  average   final  compensation.
   Essentially all  of the cost of  these plans is borne  by the Corporation.
   The  Corporation  makes contributions  to the  plans  in amounts  that are
   intended to  provide for  the cost  of pension  benefits over  the service
   lives of employees.





                                       52
<PAGE>
<PAGE>

                       AMOCO CORPORATION AND SUBSIDIARIES
                            _______________________

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

        The funded status of  the plans as of  December 31 for 1993  and 1992
   was as follows:
<TABLE>
<CAPTION>

                                                                     Plans for which
                                                                    Assets      Benefits
                                                                    Exceed       Exceeds
                                                                  Benefits        Assets
                                                                  (millions of dollars)
   <S>                                                         <C>           <C>
   1993
   Fair value of plan assets, principally equity and
   fixed-income securities . . . . . . . . . . . . . . . . . . $    2,432    $      216
   Actuarial present value of benefit obligations:
     Accumulated benefit obligation* . . . . . . . . . . . . .      2,213           347
     Additional benefits based on estimated future salary
     levels  . . . . . . . . . . . . . . . . . . . . . . . . .        479           111
     Projected benefit obligation (PBO)  . . . . . . . . . . .      2,692           458
   Plan assets under PBO . . . . . . . . . . . . . . . . . . .       (260)         (242)
   Unrecognized net gains at transition  . . . . . . . . . . .        (57)           (1)
   Other unrecognized net losses . . . . . . . . . . . . . . .        301           144
   Unrecognized prior service cost . . . . . . . . . . . . . .         79            13
   Net pension cost prepaid (accrued)  . . . . . . . . . . . . $       63    $      (86)

   1992
   Fair value of plan assets, principally equity and
   fixed-income securities . . . . . . . . . . . . . . . . . . $    2,364    $      189
   Actuarial present value of benefit obligations:
     Accumulated benefit obligation* . . . . . . . . . . . . .      1,833           287
     Additional benefits based on estimated future salary
     levels  . . . . . . . . . . . . . . . . . . . . . . . . .        476            79
     Projected benefit obligation  . . . . . . . . . . . . . .      2,309           366
   Plan assets over (under) PBO  . . . . . . . . . . . . . . .         55          (177)
   Unrecognized net gains at transition  . . . . . . . . . . .        (63)           (1)
   Other unrecognized net losses . . . . . . . . . . . . . . .         13            40
   Unrecognized prior service cost . . . . . . . . . . . . . .         85            41
   Net pension cost prepaid (accrued)  . . . . . . . . . . . . $       90    $      (97)

   *  Accumulated benefits totaling $192 million and $28 million were non-
      vested at December 31, 1993 and 1992, respectively.
</TABLE>



                                       53
<PAGE>
<PAGE>
                       AMOCO CORPORATION AND SUBSIDIARIES
                            _________________________

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

       The actuarial assumptions used for the Corporation's principal pension
   plans for 1993 and 1992 were as follows:
<TABLE>
<CAPTION>
                                                               1993   1992
   <S>                                                         <C>    <C>
   Discount rate for service and interest cost . . . . . .     7.5%   7.5%
   Discount rate for the projected benefit obligation  . .     7.0%   7.5%
   Rate of compensation increase for the projected benefit
   obligation  . . . . . . . . . . . . . . . . . . . . . .     5.0%   6.0%
   Long-term rate of return on assets  . . . . . . . . . .    10.0%  10.0%
</TABLE>

        The components of  net pension cost for the past  three years were as
   follows:
<TABLE>
<CAPTION>
                                                1993        1992       1991
                                                   (millions of dollars)
   <S>                                       <C>        <C>         <C>
   Service cost--benefits earned during the
   period  . . . . . . . . . . . . . . . . . $     102  $     114   $    106
   Interest cost on projected benefit
   obligation  . . . . . . . . . . . . . . .       204        221        213
   Actual return on assets . . . . . . . . .      (302)      (141)      (597)
   Less--unrecognized gain (loss)  . . . . .        50       (124)       355
                                                  (252)      (265)      (242)
   Curtailment gain  . . . . . . . . . . . .        --        (51)        --
   Amortization of unrecognized amounts  . .         1         11          4
   Net pension cost  . . . . . . . . . . . . $      55  $      30   $     81
</TABLE>

        Most  employees   are  also   eligible  to  participate   in  defined
   contribution  plans by contributing a portion  of their compensation.  The
   Corporation  matches contributions  up  to specified  percentages of  each
   employee's compensation.   Matching  contributions charged to  income were
   $96 million in 1993, $100 million in 1992 and $87 million in 1991.

   Note 19.  Other Postretirement Benefits

        The Corporation and its subsidiaries  provide certain health care and
   life  insurance benefits for retired employees.   Substantially all of the
   Corporation's  domestic   employees  and  employees   in  certain  foreign
   countries are  provided these  benefits through insurance  companies whose
   premiums are based on benefits paid during the year.  Effective January 1,
   1992, the Corporation  adopted SFAS  No. 106,  "Employers' Accounting  for
   Postretirement Benefits Other Than Pensions," which requires that the cost
   of such benefits  be recognized during employees' years of active service.
   Prior to 1992, the cost of providing benefits to retirees  was expensed as
   paid, and amounted to $47 million in 1991.
                                       54
<PAGE>
<PAGE>
                       AMOCO CORPORATION AND SUBSIDIARIES
                            ________________________

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

        The cumulative effect  of the accounting change, relating to benefits
   attributable to  years of service  prior to 1992,  was to reduce  1992 net
   income by  $856 million ($1.72  per share).   In addition,  the effect  of
   adopting SFAS  No. 106 in  1992 was  to reduce net  income by $64  million
   ($.13 per share).   During 1992, the Corporation approved  plan amendments
   which reduced the  accumulated obligation  by $270 million.   The  reduced
   costs  associated with  these amendments  will be  amortized prospectively
   over the average remaining years of service to full retirement eligibility
   of active employees.

        The status of the Corporation's unfunded plans as of December  31 for
   1993 and 1992 was as follows:
<TABLE>
<CAPTION>
                                                             1993     1992
                                                             (millions of
                                                               dollars)
   <S>                                                    <C>      <C>
   Accumulated benefit obligation
      Retirees . . . . . . . . . . . . . . . . . . . . .  $   668  $    679
      Fully eligible active plan participants  . . . . .      116        93
      Other active plan participants . . . . . . . . . .      475       433
      Total  . . . . . . . . . . . . . . . . . . . . . .    1,259     1,205
   Unrecognized net losses . . . . . . . . . . . . . . .      (56)      (81)
   Unrecognized prior service gains  . . . . . . . . . .      247       270
   Accrued postretirement benefit cost . . . . . . . . .  $ 1,450  $  1,394
</TABLE>

        The  actuarial  assumptions  used  for  the  Corporation's  principal
   postretirement benefit plans for 1993 and 1992 were as follows:
<TABLE>
<CAPTION>
                                                              1993      1992
   <S>                                                        <C>       <C>
   Discount rate for the accumulated benefit obligation       7.0%      8.0%
   Rate of compensation increase for the accumulated
   benefit obligation  . . . . . . . . . . . . . . . . .      5.0%      6.0%
   Assumed current year health care cost trend rate
      --retirees under 65  . . . . . . . . . . . . . . .     12.0%     15.0%
      --Medicare eligible retirees . . . . . . . . . . .      9.0%     12.0%
   Assumed ultimate trend rate . . . . . . . . . . . . .      5.0%      6.0%
   Year ultimate health care cost rate will be achieved      2002      2002
   Effect of 1% increase in health care cost trend rates
   (millions)
       --annual aggregate service and interest costs . .     $ 17      $ 24
       --accumulated postretirement benefit obligation .     $144      $129
</TABLE>
                                       55
<PAGE>
<PAGE>
                       AMOCO CORPORATION AND SUBSIDIARIES
                            ________________________

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

        The  components of net postretirement benefit costs for 1993 and 1992
   were as follows:
<TABLE>
<CAPTION>
                                                             1993     1992
                                                             (millions of
                                                               dollars)
   <S>                                                    <C>      <C>
   Service cost-benefits earned during the period  . . .  $    32  $     44
   Interest cost on accumulated benefit obligation . . .       97       105
   Amortization and other  . . . . . . . . . . . . . . .      (22)      (10)
   Net postretirement benefit cost . . . . . . . . . . .  $   107  $   $139
</TABLE>

   Note 20.  Litigation

        The Internal  Revenue Service ("IRS") has  challenged the application
   of certain foreign income taxes  as credits against the Corporation's U.S.
   taxes that otherwise  would have been payable  for the years 1980  through
   1982.  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 those years.  The Corporation has filed a petition in the U.S.
   Tax Court contesting the  IRS statutory Notice of  Deficiency.  A  similar
   amount  of additional  taxes  is expected  to be  claimed  for years  1983
   through 1985  based upon a  subsequent IRS  audit.  Any  claims for  years
   subsequent  to 1985 would not be as  significant as those for prior years.
   The Corporation believes that the foreign income taxes have been reflected
   properly in its U.S. federal  tax returns, and intends to contest  the IRS
   claims.    The Corporation  is  confident  that  it  will prevail  in  the
   litigation.  Consequently, this dispute is not expected to have a material
   adverse effect on the consolidated  financial position of the Corporation.

   Note 21.  Other Contingencies and Commitments

        At  December  31, 1993,  contingent  liabilities  of the  Corporation
   included guarantees of  $51 million on  outstanding loans of others.   The
   Corporation  also has  entered  into various  working capital  maintenance
   agreements  and   pipeline  throughput  and   deficiency  contracts   with
   affiliated companies.  These agreements supported an estimated $15 million
   of affiliated company borrowings at December 31, 1993.  The  fair value of
   these guarantees  and agreements is  considered to  be substantially  less
   than the nominal amounts of the outstanding borrowings.

        In the  normal course of  business, the Corporation has  entered into
   contracts  for  the purchase  of  transportation  capacity, materials  and
   services over terms  of up to  16 years.   The remaining minimum  payments
   required under these contracts at December 31, 1993, totaled $487 million.

                                       56
<PAGE>
<PAGE>

                       AMOCO CORPORATION AND SUBSIDIARIES
                            ________________________

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

        A significant portion of  Amoco's receivables are from other  oil and
   gas  and chemical  companies.   Although collection  of these  receivables
   could  be influenced by  economic factors affecting  these industries, the
   risk of significant loss is considered remote.

        Amoco is subject to  federal, state and local environmental  laws and
   regulations.   Amoco is currently participating in the cleanup of numerous
   sites pursuant to  such laws  and regulations.   The reasonably  estimable
   future  costs of  probable  environmental  obligations, including  Amoco's
   probable  costs for obligations for  which Amoco is  jointly and severally
   liable, and for assets  or businesses that were previously  disposed, have
   been  provided  for in  the Corporation's  results  of operations.   These
   estimated  costs represent  the  amount  of  expenditures expected  to  be
   incurred  in the  future  to  remediate  sites  with  known  environmental
   obligations.  The accrued liability  represents a reasonable best estimate
   of Amoco's remediation liability.  As the scope of the obligations becomes
   better defined, there may be changes in the estimated future costs,  which
   could  result  in   charges  against  the  company's  future   results  of
   operations.  The  ultimate amount of any such future costs,  and the range
   within which  such costs can  be expected  to fall, cannot  be determined.
   Although the costs could be  significant, they are not expected to  have a
   material effect on Amoco's liquidity or consolidated financial position.















                                       57
<PAGE>
<PAGE>

                       AMOCO CORPORATION AND SUBSIDIARIES
                            ________________________

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

   Note 22.  Summarized Financial Data--Amoco Company

        The Corporation's principal subsidiary, Amoco Company, is the holding
   company for all petroleum and chemical operating subsidiaries except Amoco
   Canada.  Amoco guarantees the outstanding public debt obligations of Amoco
   Company.

   Summarized financial data for Amoco Company are presented as follows:
<TABLE>
<CAPTION>
                                                    1993      1992      1991
                                                    (millions of dollars)
   <S>                                         <C>       <C>        <C>
   For the years ended December 31:
     Revenues (including excise taxes) . . . . $  25,930 $ 25,698   $ 25,307
     Operating profit  . . . . . . . . . . . . $   2,595 $  1,760   $  2,253
     Net income* . . . . . . . . . . . . . . . $   1,803 $  1,226   $  1,227
   At December 31:
     Current assets  . . . . . . . . . . . . . $   4,383 $  4,644   $  5,187
     Total assets  . . . . . . . . . . . . . . $  23,513 $ 23,645   $ 24,633
     Current liabilities . . . . . . . . . . . $   3,976 $  3,949   $  4,939
     Long-term obligations . . . . . . . . . . $   1,967 $  2,811   $  2,795
     Deferred credits  . . . . . . . . . . . . $   4,441 $  4,257   $  3,531
     Shareholder's equity  . . . . . . . . . . $  13,129 $ 12,628   $ 13,368

   *  Excludes  cumulative effects of  accounting  changes $(702) million in
      1992, and of $1,143 million in 1991.
</TABLE>

        Annual  maturities  of long-term  debt  during the  next  five years,
   including the portion classified as current, are $43 million in 1994, $135
   million  in 1995,  $246 million  in 1996,  $202 million  in 1997  and $263
   million in 1998.

   Note 23.  Segment and Geographic Data

        The  Corporation operates  in several  industry segments.   Petroleum
   operations  include  exploration  and  production  ("E&P")  and  refining,
   marketing  and  transportation  ("RM&T") segments.    The  E&P segment  is
   engaged in exploring for, developing  and producing crude oil and  natural
   gas and  extraction of natural gas  liquids ("NGL").  The  RM&T segment is
   responsible  for  petroleum  refining  operations, the  marketing  of  all
   refined petroleum products and  the transportation and wholesale marketing
   of NGL.   This segment also encompasses transportation of crude oil to the
   refineries via  marine vessels  and  pipelines and  associated supply  and
   trading activities.  The  chemical segment manufactures and sells  various
   petroleum-based chemical products.   Other operations  include investments
   in  technology  companies,   offshore  contract   drilling,  real   estate
                                       58
<PAGE>
<PAGE>
                       AMOCO CORPORATION AND SUBSIDIARIES
                            _______________________

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

   interests,    hazardous-waste    incineration    facilities   and    other
   diversification activities.

        Intersegment and  intergeographic sales  are accounted for  at prices
   that approximate  arm's-length market  prices.  Operating  profits include
   all revenues and  expenses of  the reportable segment,  except for  income
   taxes  and equity in earnings  of unconsolidated companies.   Income taxes
   are  generally  assigned  to the  operations  that  give rise  to  the tax
   effects.

       Identifiable assets are those  used in the operations of  each segment
   or area, including intersegment or intergeographic receivables.  Corporate
   assets  consist   primarily  of   cash,  marketable  securities   and  the
   unamortized   cost  of   purchased   tax  benefits.     Intersegment   and
   intergeographic  sales  and  receivables  are  eliminated  in  determining
   consolidated  revenue  and  identifiable  asset  totals.   Information  by
   Industry Segment and Geographic Area is summarized in the  tables on pages
   60 to 63.


















                                       59
<PAGE>
<PAGE>
<TABLE>
<CAPTION>
                  Statement of Information by Industry Segment
   (millions of dollars)                  Petroleum Operations
                                      Exploration     Refining,
                                         and        Marketing and    Chemical
                                      Production   Transportation   Operations
   <S>                               <C>          <C>             <C>
   1993
   Revenues other than intersegment
   sales . . . . . . . . . . . . .   $     2,631  $       22,021  $     3,699
   Intersegment sales  . . . . . .         4,057             893           74
     Total revenues  . . . . . . .   $     6,688  $       22,914  $     3,773
   Operating profit  . . . . . . .   $     1,563  $        1,237  $       321
   Equity in earnings of others  .            --              30           60
   General corporate amounts . . .
   Interest expense  . . . . . . .
   Income taxes  . . . . . . . . .          (568)           (441)        (141)
     Net income  . . . . . . . . .   $       995  $          826  $       240
   Depreciation and related charges  $     1,518  $          419  $       182
   Capital expenditures  . . . . .   $     1,590  $          685  $       370
   Identifiable assets . . . . . .   $    13,822  $        8,108  $     3,938
   Equity investments and related
   advances  . . . . . . . . . . .   $        31  $           32  $       234


                                          Other                      Consol-
                                       Operations     Corporate      idated*


   1993
   Revenues other than intersegment
   sales . . . . . . . . . . . . . . $        166                  $  28,617
   Intersegment sales  . . . . . . .           24                         --
     Total revenues  . . . . . . . . $        190                  $  28,617
   Operating profit  . . . . . . . . $        (75)                 $   3,046
   Equity in earnings of others  . .           (1)                        89
   General corporate amounts . . . .               $         (303)      (303)
   Interest expense  . . . . . . . .                         (325)      (325)
   Income taxes  . . . . . . . . . .           31             432       (687)
     Net income  . . . . . . . . . . $        (45) $         (196) $   1,820
   Depreciation and related charges  $         30  $           44  $   2,193
   Capital expenditures  . . . . . . $        126  $           46  $   2,817
   Identifiable assets . . . . . . . $        633  $        2,051  $  28,185
   Equity investments and related
   advances  . . . . . . . . . . . . $          4                        301
     Total assets  . . . . . . . . .                               $  28,486

   *  After elimination of intersegment transactions.


                                       60
<PAGE>
<PAGE>
                  Statement of Information by Industry Segment
   (millions of dollars)                       Petroleum Operations
                                          Exploration       Refining,
                                              and         Marketing and    Chemical
                                           Production    Transportation   Operations
   <S>                                  <C>            <C>               <C>
   1992
   Revenues other than intersegment
   sales . . . . . . . . . . . . . . .  $       2,812  $         21,282  $     3,807
   Intersegment sales  . . . . . . . .          4,165               981          113
     Total revenues  . . . . . . . . .  $       6,977  $         22,263  $     3,920
   Operating profit  . . . . . . . . .  $       1,149  $            664  $      (174)
   Equity in earnings of others  . . .             (2)               25           31
   General corporate amounts . . . . .
   Interest expense  . . . . . . . . .
   Income taxes  . . . . . . . . . . .           (276)             (227)          49
     Net income  . . . . . . . . . . .  $         871  $            462  $       (94)
   Depreciation and related charges  .  $       1,751  $            390  $       189
   Capital expenditures  . . . . . . .  $       1,092               806  $       320
   Identifiable assets . . . . . . . .  $      13,909  $          8,135  $     3,592
   Equity investments and related
   advances  . . . . . . . . . . . . .  $          85  $             26  $       188


                                             Other                          Consol-
                                           Operations       Corporate       idated*

   1992
   Revenues other than intersegment
   sales . . . . . . . . . . . . . . .  $         155                    $    28,219
   Intersegment sales  . . . . . . . .             48                             --
     Total revenues  . . . . . . . . .  $         203                    $    28,219
   Operating profit  . . . . . . . . .  $        (225)                   $     1,414
   Equity in earnings of others  . . .             (9)                            45
   General corporate amounts . . . . .                 $           (209)        (209)
   Interest expense  . . . . . . . . .                             (247)        (247)
   Income taxes  . . . . . . . . . . .             55               246         (153)
   Cumulative effects of accounting
    changes  . . . . . . . . . . . . .                                          (924)
     Net income (loss) . . . . . . . .  $        (179) $           (210) $       (74)
   Depreciation and related charges  .  $          61  $             49  $     2,440
   Capital expenditures  . . . . . . .  $          60  $             56  $     2,334
   Identifiable assets . . . . . . . .  $         633  $          2,199  $    27,951
   Equity investments and related
   advances  . . . . . . . . . . . . .  $         203                            502
     Total assets  . . . . . . . . . .                                   $    28,453

   *After elimination of intersegment transactions.

                                       61
<PAGE>
<PAGE>
                  Statement of Information by Industry Segment
   (millions of dollars)                    Petroleum Operations
                                                         Refining,
                                       Exploration     Marketing and     Chemical
                                      and Production   Transportation   Operations
   <S>                                <C>              <C>              <C>
   1991
   Revenues other than intersegment
   sales . . . . . . . . . . . . .  $         2,684  $         21,335 $     3,893
   Intersegment sales  . . . . . .            4,264               985         120
     Total revenues  . . . . . . .  $         6,948  $         22,320 $     4,013
   Operating profit  . . . . . . .  $         1,499  $            961 $        56
   Equity in earnings of others  .               (1)               32          43
   General corporate amounts . . .
   Interest expense  . . . . . . .
   Income taxes  . . . . . . . . .             (689)             (349)        (31)
     Net income  . . . . . . . . .  $           809  $            644 $        68
   Depreciation and related charges $         1,540  $            412 $       214
   Capital expenditures  . . . . .  $         1,708  $            689 $       520
   Identifiable assets . . . . . .  $        15,794  $          7,784 $     3,858
   Equity investments and related
   advances  . . . . . . . . . . .  $             6  $             27 $       166


                                          Other                          Consol-
                                        Operations       Corporate       idated*

   1991
   Revenues other than intersegment
   sales . . . . . . . . . . . . .  $           156                   $    28,296
   Intersegment sales  . . . . . .               43                            --
     Total revenues  . . . . . . .  $           199                   $    28,296
   Operating profit  . . . . . . .  $          (103)                  $     2,413
   Equity in earnings of others  .               (2)                           72
   General corporate amounts . . .                   $             52          52
   Interest expense  . . . . . . .                               (502)       (502)
   Income taxes  . . . . . . . . .               36               171        (862)
   Cumulative effect of accounting
    change . . . . . . . . . . . .                                            311
     Net income  . . . . . . . . .  $           (69) $           (279)$     1,484
   Depreciation and related charges $            29  $             44 $     2,239
   Capital expenditures  . . . . .  $           142  $             82 $     3,141

   Identifiable assets . . . . . .  $           653  $          2,468 $    30,075
   Equity investments and related
   advances  . . . . . . . . . . .  $           236                           435
     Total assets  . . . . . . . .                                    $    30,510

   *  After elimination of intersegment transactions.
</TABLE>
                                       62
<PAGE>
<PAGE>
<TABLE>
<CAPTION>
                  Statement of Information by Geographic Area
                                                                              Consol-
                            United                                            idated
   (millions of dollars)    States    Canada    Europe   Other    Corporate     (1)
   <S>                     <C>      <C>       <C>      <C>       <C>        <C>
   1993
   Revenues other than
   intergeographic sales . $22,777  $  2,664  $ 1,051  $  2,025             $ 28,617
   Intergeographic sales .     562       749       38       462                   --
     Total revenues  . . . $23,339  $  3,413  $ 1,089  $  2,487             $ 28,617
   Operating profit  . . . $ 2,200  $    607  $   (80) $    319             $  3,046
   Net income  . . . . . . $ 1,589  $    451  $  (104) $     80 $     (196) $  1,820
   Capital expenditures  . $ 1,624  $    294  $   362  $    491 $       46  $  2,817
   Identifiable assets . . $18,226  $  3,703  $ 2,371  $  2,118 $    2,051  $ 28,185
   Equity investments
   and related advances  . $    39  $     28  $     3  $    231                  301
     Total assets  . . . .                                                  $ 28,846
   Equity in earnings
   of others . . . . . . . $    26  $      1  $    (2) $     64             $     89

   1992
   Revenues other than
   intergeographic sales . $22,051  $  2,442  $ 1,180  $  2,383             $ 28,219
   Intergeographic sales .     586       780       15       698                   --
     Total revenues  . . . $22,637  $  3,222  $ 1,195  $  3,081             $ 28,219
   Operating profit  . . . $ 1,144  $   (225) $    12  $    483             $  1,414
   Net income (loss) . . . $   909  $     33  $  (107) $    225 $     (210) $    (74)(2)
   Capital expenditures  . $ 1,399  $    128  $   469  $    282 $       56  $  2,334
   Identifiable assets . . $17,768  $  3,811  $ 2,340  $  2,252 $    2,199  $ 27,951
   Equity investments
   and related advances  . $    36  $     82  $     3  $    381                  502
     Total assets  . . . .                                                  $ 28,453
   Equity in earnings
   of others . . . . . . . $    23  $     (2) $   (10) $     34             $     45

   1991
   Revenues other than
   intergeographic sales . $21,696  $  2,896  $ 1,284  $  2,192             $ 28,296
   Intergeographic sales .     712  $    708  $    70  $    929             $     --
     Total revenues  . . . $22,408  $  3,604  $ 1,354  $  3,121             $ 28,296
   Operating profit  . . . $ 1,520  $    203  $   139  $    551             $  2,413
   Net income  . . . . . . $ 1,075  $    125  $    46  $    206 $     (279) $  1,484 (2)
   Capital expenditures  . $ 1,951  $    252  $   475  $    381 $       82  $  3,141
   Identifiable assets . . $18,097  $  4,730  $ 2,203  $  2,783 $    2,468  $ 30,075
   Equity investments and
   related advances  . . . $    39  $      6  $     3  $    387                  435
     Total assets  . . . .                                                  $ 30,510
   Equity in earnings of
   others  . . . . . . . . $    30  $      1  $    --  $     41             $     72

   (1)  After elimination of intergeographic transactions.
   (2)  Includes cumulative effects of accounting  changes of $(924) million
        in  1992, and $311 million in 1991.
</TABLE>
                                       63
<PAGE>
<PAGE>
                       AMOCO CORPORATION AND SUBSIDIARIES
                            ________________________

                            SUPPLEMENTAL INFORMATION


   1.  Quarterly Results and Stock Market Data
<TABLE>
<CAPTION>
                                                        Net                  Common Stock
                                                      Income      Cash      Price Ranges(2)
                               Operating      Net     (Loss)   Dividends
                                Profit      Income      Per       Per
                    Revenues    (Loss)     (Loss)(1)   Share     Share       High     Low
                                 (millions of dollars, except per-share amounts)
   <S>             <C>       <C>         <C>         <C>      <C>        <C>        <C>
   1993
   First quarter . $    6,943 $     509  $      229  $   .46  $      .55 $   58 1/2 $ 48 1/8
   Second quarter       7,225       811         487      .98         .55     59 1/4   53 5/8
   Third quarter .      7,072       817         520     1.05         .55     58 3/8   52 3/8
   Fourth quarter       7,377       909         584     1.17         .55     59       51 1/2

   1992
   First quarter .      6,389       499        (619)   (1.25)        .55     51 1/8   42 5/8
   Second quarter       7,368      (677)       (499)   (1.00)        .55     51 3/4   41 3/4
   Third quarter .      7,223       782         496     1.00         .55     53 5/8   46 1/2
   Fourth quarter       7,239       810         548     1.10         .55     53 3/4   46 7/8

   (1) Results  for the fourth quarter  of 1993 included  a gain of  $120 million associated
       with the disposition of a portion of an equity investment in a Canadian company.  Net
       income  in the third quarter of 1993  included a gain of  $70 million associated with
       the  disposition of certain non-strategic Canadian properties.  First quarter results
       included charges  of $170 million related  to the writedown of  Congo exploration and
       production operations  to current recoverable value  and tax benefits of  $56 million
       resulting from disposition of certain  operations.  Results for the second quarter of
       1992  included charges  of  $805  million representing  anticipated losses  on  asset
       dispositions, and the costs of restructuring and work force reductions,  as part of a
       strategic  reassessment of business operations.  Also included in second-quarter 1992
       results  was a  $90 million  benefit associated  with the  settlement of  natural gas
       contracts in  Sharjah.   First-quarter 1992 results  were adversely  affected by  the
       cumulative effects of accounting changes of $924 million, or $1.86 per share.

   (2) The common stock price range is that on  the New York Stock Exchange.  Amoco's common
       stock is also traded on the Chicago, Pacific, Toronto and four Swiss stock exchanges.

</TABLE>




                                       64
<PAGE>
<PAGE>

   2.  Oil and Gas Exploration and Production Activities

        Supplemental information about oil and gas exploration and production
   activities is reported in compliance with SFAS No. 69, "Disclosures  about
   Oil and Gas Producing Activities."

   Results of Operations for Oil and Gas Producing Activities
<TABLE>
<CAPTION>
                                   United
   (millions of dollars)           States  Canada   Europe     Other     Worldwide
   <S>                            <C>     <C>     <C>      <C>        <C>
   1993
   Oil and gas production
   revenues:
     From consolidated
     subsidiaries  . . . . . . .  $ 2,572 $  385  $     12  $  1,078   $     4,047
     From unaffiliated entities       742    411       492       442         2,087
   Other revenues  . . . . . . .      137    322        42        53           554
     Total revenues  . . . . . .    3,451  1,118       546     1,573         6,688
   Production costs:
     Taxes other than income
     taxes . . . . . . . . . . .      297     13        17       102           429
     Other production costs  . .      946    276       209       380         1,811
   Exploration expenses  . . . .       90     47       151       241           529
   Depreciation, depletion, and
     amortization expense  . . .      693    293       165       327         1,478
   Other related costs . . . . .      424     61        95       298           878
     Total costs . . . . . . . .    2,450    690       637     1,348         5,125
   Operating profit  . . . . . .    1,001    428       (91)      225         1,563
   Income tax expense  . . . . .      189     91         9       279           568
     Results of operations . . .  $   812 $  337  $   (100) $    (54)  $       995

   1992*
   Oil and gas production
   revenues:
     From consolidated
     subsidiaries  . . . . . . .  $ 2,366 $  476  $     --  $  1,259   $     4,101
     From unaffiliated entities       904    348       586       822         2,660
   Other revenues  . . . . . . .       65     71        26        54           216
     Total revenues  . . . . . .    3,335    895       612     2,135         6,977
   Production costs:
     Taxes other than income
     taxes . . . . . . . . . . .      271     15        21       351           658
     Other production costs  . .      934    358       225       382         1,899
   Exploration expenses  . . . .      140     72       150       300           662
   Depreciation, depletion, and
   amortization expense  . . . .      703    347       206       401         1,657
   Other related costs . . . . .      286    506        18       142           952
     Total costs . . . . . . . .    2,334  1,298       620     1,576         5,828
   Operating profit  . . . . . .    1,001   (403)       (8)      559         1,149
   Income tax expense  . . . . .      223   (324)       95       282           276
     Results of operations . . .  $   778 $  (79) $   (103) $    277   $       873

                                       65
<PAGE>
<PAGE>

                                   United
   (millions of dollars)           States  Canada   Europe     Other     Worldwide
   <S>                            <C>     <C>     <C>      <C>        <C>
   1991*
   Oil and gas production
   revenues:
     From consolidated
     subsidiaries  . . . . . . .  $ 2,276 $   523 $      -- $   1,375  $      4,174
     From unaffiliated entities     1,014     346       633       423         2,416
   Other revenues  . . . . . . .      117     148        35        58           358
     Total revenues  . . . . . .    3,407   1,017       668     1,856         6,948
   Production costs:
     Taxes other than income
     taxes . . . . . . . . . . .      280      24        27       207           538
     Other production costs  . .    1,022     414       222       353         2,011
   Exploration expenses  . . . .      262      73       144       311           790
   Depreciation, depletion, and
   amortization expense  . . . .      748     309       110       296         1,463
   Other related costs . . . . .      266     161        50       170           647
     Total costs . . . . . . . .    2,578     981       553     1,337         5,449
   Operating profit  . . . . . .      829      36       115       519         1,499
   Income tax expense  . . . . .      234       4        72       379           689
     Results of operations . . .  $   595 $    32 $      43 $     140  $        810

        *Certain data for 1992 and 1991 have been reclassified to  conform to
   the 1993 presentation.
</TABLE>

        Oil  and gas  production revenues  reflect the  market prices  of net
   production  sold   or  transferred,   with  appropriate  adjustments   for
   royalties, net profits interest and  other contractual provisions.   Other
   revenues in 1993 include Canadian  gains on dispositions of properties and
   investments.   Taxes  other than  income include production  and severance
   taxes  and property  taxes.    Other production  costs  are lifting  costs
   incurred to operate and  maintain productive wells and  related equipment,
   including  such  costs  as   operating  labor,  repairs  and  maintenance,
   materials, supplies and fuel consumed.   Also included are operating costs
   of field natural gas liquids  plants, because the Corporation includes the
   operations  of these  plants in  the exploration  and production  segment.
   Production costs include related administrative expenses and  depreciation
   applicable to support equipment associated with production activities.

        Exploration expenses include the  costs of geological and geophysical
   activity,  carrying and  retaining  undeveloped  properties  and  drilling
   exploratory   wells  determined  to   be  non-productive.    Depreciation,
   depletion and  amortization expense relates to  capitalized costs incurred
   in  acquisition,  exploration  and  development activities  and  does  not
   include depreciation applicable  to support equipment.   Included in other
   related costs for 1993 are significant, non-recurring  items and purchases
   of natural gas  for field natural  gas liquids plants.   These items  were
   classified as production costs in prior years; data for 1992 and 1991 were
   reclassified in the table above.  Significant, non-recurring items include
                                      66
<PAGE>
<PAGE>

   $210 million for the writedown  of Congo operations to current recoverable
   value  and  U.S.  environmental  charges  of  $96  million  in  1993,  and
   restructuring charges  of $566 million and  $38 million in  1992 and 1991,
   respectively.

        Income  taxes are generally assigned to the operations that give rise
   to the tax effects.  Results of operations do not include interest expense
   and general corporate amounts nor their associated tax effects.

   Standardized Measure of Discounted Future Net Cash Flows
   Relating to Proved Oil and Gas Reserves

        The standardized measure of discounted future net cash flows relating
   to  proved  oil and  gas  reserves is  prescribed  by SFAS  No.  69.   The
   statement requires measurement of future net cash flows through assignment
   of a monetary value to proved reserve quantities and changes therein using
   a standardized formula.   The amounts shown are based  on prices and costs
   at  the end of each  period, legislated tax rates  and a 10 percent annual
   discount factor.   Because  the  calculation assumes  static economic  and
   political  conditions and  requires extensive  judgment in  estimating the
   timing  of production,  the  resultant  future  net  cash  flows  are  not
   necessarily  indicative  of  the fair  market  value  of estimated  proved
   reserves,  but  provide a  reference point  that  may assist  the  user in
   projecting future cash flows.






                                       67
<PAGE>
<PAGE>


        Summarized below is the standardized measure of discounted future net
   cash flows relating to proved oil and gas reserves at December 31, 1993,
   1992 and 1991.
<TABLE>
<CAPTION>
                                     United
   (millions of dollars)             States     Canada*      Europe      Other    Worldwide
   <S>                            <C>        <C>           <C>        <C>        <C>
   December 31, 1993
   Future cash inflows . . . . .  $   35,403 $     7,948   $    5,826 $    8,242 $    57,419
   Future development and
   production costs  . . . . . .      17,639       3,605        3,091      4,084      28,419
   Future income taxes . . . . .       4,235       1,566        1,012      1,620       8,433
   Future net cash flows . . . .      13,529       2,777        1,723      2,538      20,567
   Ten percent annual discount .       7,714       1,259          589        961      10,523
   Discounted net cash flows . .  $    5,815 $     1,518   $    1,134 $    1,577 $    10,044

   December 31, 1992
   Future cash inflows . . . . .  $   43,134 $     9,786   $    6,574 $    9,109 $    68,603
   Future development and
   production costs  . . . . . .      17,541       4,872        3,442      3,751      29,606
   Future income taxes . . . . .       6,837       1,828        1,371      2,217      12,253
   Future net cash flows . . . .      18,756       3,086        1,761      3,141      26,744
   Ten percent annual discount .      10,829       1,459          695      1,091      14,074
   Discounted net cash flows . .  $    7,927 $     1,627   $    1,066 $    2,050 $    12,670

   December 31, 1991
   Future cash inflows . . . . .  $   40,497 $    11,384   $    6,591 $   10,266 $    68,738
   Future development and
   production costs  . . . . . .      20,555       5,510        3,462      4,097      33,624
   Future income taxes . . . . .       5,142       2,234        1,385      2,565      11,326
   Future net cash flows . . . .      14,800       3,640        1,744      3,604      23,788
   Ten percent annual discount .       8,113       1,789          777      1,279      11,958
   Discounted net cash flows . .  $    6,687 $     1,851   $      967 $    2,325 $    11,830

   *Excludes amounts related to an equity investment of $72 million in 1993 representing
   17.5 percent ownership and $147 million in 1992 when ownership was 50 percent.
</TABLE>





                                       67
<PAGE>
<PAGE>

       Future  cash inflows are computed  by applying the  year-end prices of
   oil and gas  to proved reserve quantities as reported  in the tables under
   the  heading  "Estimated  Proved  Reserves."    Future price  changes  are
   considered  only  to  the  extent provided  by  contractual  arrangements.
   Future  development and  production  costs are  estimated expenditures  to
   develop  and produce  the  proved reserves  based  on year-end  costs  and
   assuming  continuation of  existing  economic conditions.   Future  income
   taxes are calculated by applying appropriate statutory tax rates to future
   pre-tax net cash flows from  proved oil and gas reserves less  recovery of
   the  tax  basis  of  proved  properties,  and  adjustments  for  permanent
   differences.

   Statement of Changes in Standardized Measure
   of Discounted Future Net Cash Flows

        The following table details  the changes in the  standardized measure
   of discounted future net cash flows for the three years ended December 31,
   1993:
<TABLE>
<CAPTION>
                                                          1993    1992*      1991*
                                                           (millions of dollars)
   <S>                                                 <C>      <C>       <C>
   Balance at January 1  . . . . . . . . . . . . . . . $12,670  $ 11,830  $ 18,696
   Changes resulting from:
     Sales and transfers of oil and gas produced, net
     of production costs . . . . . . . . . . . . . . .  (3,894)   (4,204)   (4,041)
     Net changes in prices, and development and
     production costs  . . . . . . . . . . . . . . . .  (3,966)    1,872    (9,894)
     Current-year expenditures for development . . . .   1,594     1,318     1,857
     Extensions, discoveries, and improved recovery,
     less related costs  . . . . . . . . . . . . . . .     758       593       740
     Sales of reserves in place  . . . . . . . . . . .    (235)     (332)     (999)
     Revisions of previous quantity estimates  . . . .     488      (182)      547
     Accretion of discount . . . . . . . . . . . . . .   1,798     1,702     2,787
     Net change in income taxes  . . . . . . . . . . .   1,861      (178)    4,430
     Other . . . . . . . . . . . . . . . . . . . . . .  (1,030)      251    (2,293)
   Balance at December 31  . . . . . . . . . . . . . . $10,044  $ 12,670  $ 11,830

   *Certain data for 1992 and 1991 have been reclassified to conform to the 1993
   presentation.
</TABLE>

        The price  of crude oil has  fluctuated over the  past several years,
   and price changes have had significant effects on the computed future cash
   flows  over the period shown.  Because the price of crude oil is likely to
   remain volatile in the future,  price changes can be expected to  continue
   to significantly affect the standardized measure of future net cash flows.





                                       68
<PAGE>
<PAGE>

   Estimated Proved Reserves

        Net proved reserves of crude oil (including  condensate), natural gas
   liquids ("NGL") and natural gas at the beginning and end of 1993, 1992 and
   1991, with  the detail of changes during those years, are presented below.
   Reported quantities  include reserves  in which  the Corporation  holds an
   economic interest  under production-sharing  and other types  of operating
   agreements  with foreign  governments.   The  estimates  were prepared  by
   Corporation engineers  and are  based on current  technology and  economic
   conditions.  The Corporation considers such estimates to be reasonable and
   consistent with  current knowledge  of the  characteristics and  extent of
   proved production.  These estimates include only  those amounts considered
   to  be  proved reserves  and do  not include  additional amounts  that may
   result  from extensions  of currently  proved areas,  or amounts  that may
   result  from new  discoveries  in  the  future,  or  from  application  of
   secondary  or  tertiary  recovery  processes  not  yet  determined  to  be
   commercial.    Proved  developed  reserves  are  those  reserves that  are
   expected  to be recovered  through existing wells  with existing equipment
   and operating methods.














                                       69
<PAGE>
<PAGE>
<TABLE>
<CAPTION>
                           Crude Oil and NGL Reserves
                              United
                              States        Canada(1)      Europe     Other    Worldwide
                                                                      Crude
                           Crude           Crude        Crude         Oil,   Crude
   (millions of barrels)    Oil    NGL      Oil    NGL   Oil    NGL    NGL    Oil     NGL
   <S>                     <C>     <C>     <C>     <C>  <C>     <C>   <C>    <C>      <C>
   Proved reserves:
   December 31, 1990 . .   1,164   395      302    55    171     10    563   2,190    470
     Revisions of
     previous estimates      (54)  106       (4)    3     18      5      5     (34)   113
     Improved recovery
     applications  . . .      13     1        -     -      -      -      -      13      1
     Extensions,
     discoveries and
     other additions . .       3     1        3     1      3      -     32      41      2
     Purchases of
     reserves in place .       -     -        -     -      -      -      -       -      -
     Sales of reserves in
     place . . . . . . .     (73)   (9)      (4)    -     (2)     -      -     (79)    (9)
     Production  . . . .     (93)  (23)(2)  (30)   (4)   (19)    (1)   (92)   (233)   (29)
   December 31, 1991 . .     960   471      267    55    171     14    508   1,898    548
     Revisions of
     previous estimates      (15)   11       14    (1)    23     (1)    (6)     16      9
     Improved recovery
     applications  . . .       2     -        3     -      8      1      2      15      1
     Extensions,
     discoveries and
     other additions . .       2     2        1     -      3      -     22      26      4
     Purchases of
     reserves in place .       3     -       43     6      -      -      -      46      6
     Sales of reserves in
     place . . . . . . .      (3)    -      (53)   (9)    (1)     -     (2)    (59)    (9)
     Production  . . . .     (84)  (23)(2)  (29)   (4)   (19)    (1)   (91)   (221)   (30)
   December 31, 1992 . .     865   461      246    47    185     13    433   1,721    529
     Revisions of
     previous estimates       14     3        8     1      6      1     35      63      5
     Improved recovery
     applications  . . .       6     2        1     -     14      1     34      55      3
     Extensions,
     discoveries and
     other additions . .       5     2       19     1      4      -     77     103      5
     Purchases of
     reserves in place .       1     1       12     2      -      -      2      14      4
     Sales of reserves in
     place . . . . . . .      (3)   (1)     (35)   (4)     -      -      -     (38)    (5)
     Production  . . . .     (75)  (25)(2)  (26)   (5)   (18)     -    (87)   (204)   (32)
   December 31, 1993 . .     813   443      225    42    191     15    494   1,714    509
   Proved developed
   reserves:
   December 31, 1990 . .   1,121   354      286    49    103      8    456   1,957    420
   December 31, 1991 . .     930   423      252    50    114     11    434   1,723    491
   December 31, 1992 . .     839   413      236    43    123      9    384   1,574    473
   December 31, 1993 . .     789   396      205    39    154     12    381   1,521    455
</TABLE>
                                       70
<PAGE>
<PAGE>
<TABLE>
<CAPTION>
                                          Natural Gas Reserves

                                            United
   (billions of cubic feet)                 States  Canada(1)   Europe   Other   Worldwide
   <S>                                     <C>      <C>         <C>      <C>     <C>
   Proved reserves:
   December 31, 1990 . . . . . . . . . .   12,480      4,394    1,314      835     19,023

     Revisions of previous estimates . .      163        132      (89)     (33)       173
     Improved recovery applications  . .        3          -        -        -          3
     Extensions, discoveries, and other
     additions . . . . . . . . . . . . .      223        107       38      986      1,354
     Purchases of reserves in place  . .        1          -        -        -          1
     Sales of reserves in place  . . . .     (430)       (84)     (15)       -       (529)
     Production  . . . . . . . . . . . .     (791)      (280)     (92)    (162)    (1,325)
   December 31, 1991 . . . . . . . . . .   11,649      4,269    1,156    1,626     18,700

     Revisions of previous estimates . .      506         (8)      77      (15)       560
     Improved recovery applications  . .        -          -        6        -          6
     Extensions, discoveries, and other
     additions . . . . . . . . . . . . .      354        134        7       46        541
     Purchases of reserves in place  . .        2        377      131        -        510
     Sales of reserves in place  . . . .      (50)      (965)     (36)       -     (1,051)
     Production  . . . . . . . . . . . .     (845)      (288)     (98)    (183)    (1,414)
   December 31, 1992 . . . . . . . . . .   11,616      3,519    1,243    1,474     17,852

     Revisions of previous estimates . .      812        (25)      81       68        936
     Improved recovery applications  . .        1          -        6        -          7
     Extensions, discoveries, and other
     additions . . . . . . . . . . . . .      160        112       22      247        541
     Purchases of reserves in place  . .       76         86        9       52        223
     Sales of reserves in place  . . . .      (31)      (391)       -        -       (422)
     Production  . . . . . . . . . . . .     (867)      (332)     (95)    (193)    (1,487)
   December 31, 1993 . . . . . . . . . .   11,767      2,969    1,266    1,648     17,650

   Proved developed reserves:
   December 31, 1990 . . . . . . . . . .   11,495      3,566      806      801     16,668
   December 31, 1991 . . . . . . . . . .   10,892      3,507      621      606     15,626
   December 31, 1992 . . . . . . . . . .   10,876      2,916      645      454     14,891
   December 31, 1993 . . . . . . . . . .   11,019      2,556    1,062      618     15,255

   (1) Excludes Amoco's interest in proved  reserves of an  equity investment
       which was 50 percent at  year-end 1992 and amounted to  15, 4 and  270
       for  crude oil, NGL, and natural gas, respectively.  At year-end 1993,
       Amoco's interest  in  proved reserves  in that  equity investment  was
       17.5 percent  and amounted  to 8,  1 and 124  for crude  oil, NGL  and
       natural gas, respectively.
   (2) Excludes  non-leasehold  NGL  production  attributable  to  processing
       plant ownership of approximately 10 million barrels for  each of 1991,
       1992 and 1993.
</TABLE>
                                       71
<PAGE>
<PAGE>

   Capitalized Costs

        The  following table  summarizes capitalized  costs for  oil and  gas
   exploration   and  production  activities,  and  the  related  accumulated
   depreciation, depletion and amortization.
<TABLE>
<CAPTION>

                                        United
   (millions of dollars)                States  Canada  Europe    Other   Worldwide
   <S>                                <C>      <C>     <C>      <C>      <C>
   December 31, 1993
   Unproved properties:
     Gross assets  . . . . . . . . .  $    320 $   120 $    163 $     96 $       699
     Accumulated amortization  . . .       133      61        -        -         194
       Net assets  . . . . . . . . .       187      59      163       96         505
   Proved properties:
     Gross assets  . . . . . . . . .    14,099   3,736    2,515    5,796      26,146
     Accumulated depreciation,
     depletion, etc. . . . . . . . .     7,699   1,896    1,230    4,463      15,288
       Net assets  . . . . . . . . .     6,400   1,840    1,285    1,333      10,858
   Support equipment and facilities:
     Gross assets  . . . . . . . . .       638      74      118      364       1,194
     Accumulated depreciation  . . .       290      28       63      233         614
       Net assets  . . . . . . . . .       348      46       55      131         580
   Net capitalized costs . . . . . .  $  6,935 $ 1,945 $  1,503 $  1,560 $    11,943
   December 31, 1992
   Unproved properties:
     Gross assets  . . . . . . . . .  $    443 $   163 $    116 $     78 $       800
     Accumulated amortization  . . .       260      56        1       -          317
       Net assets  . . . . . . . . .       183     107      115       78         483
   Proved properties:
     Gross assets  . . . . . . . . .    14,100   3,909    2,152    5,578      25,739
     Accumulated depreciation,
     depletion, etc. . . . . . . . .     7,547   1,887    1,083    3,980      14,497
       Net assets  . . . . . . . . .     6,553   2,022    1,069    1,598      11,242
   Support equipment and facilities:
     Gross assets  . . . . . . . . .       635      80       78      354       1,147
     Accumulated depreciation  . . .       300      20       54      220         594
       Net assets  . . . . . . . . .       335      60       24      134         553
   Net capitalized costs . . . . . .  $  7,071 $ 2,189 $  1,208 $  1,810 $    12,278


                                       72
<PAGE>
<PAGE>

   Costs Incurred

        Property acquisition costs include  costs incurred to purchase, lease
   or  otherwise acquire oil and  gas properties.   Exploration costs include
   the  costs of geological and geophysical  activity, carrying and retaining
   undeveloped  properties and  drilling  and  equipping  exploratory  wells.
   Development costs include  the costs of drilling and equipping development
   wells,  CO2 and  certain other  injected materials  for enhanced  recovery
   projects and  facilities to extract,  treat and  gather and store  oil and
   gas.   Exploration and  development costs include  administrative expenses
   and  depreciation applicable  to support  equipment associated  with these
   activities.  Costs incurred summarized below include both amounts expensed
   and capitalized.

</TABLE>
<TABLE>
<CAPTION>
                                 United
   (millions of dollars)         States      Canada     Europe       Other      Worldwide
   <S>                          <C>          <C>        <C>          <C>         <C>
   1993
   Property acquisition:
     Proved  . . . . . . . .    $      11    $     11   $     36     $     23     $     81
     Unproved  . . . . . . .            4          23         54           20          101
   Exploration . . . . . . .          133          64        149          229          575
   Development . . . . . . .          657         234        276          427        1,594
        Total  . . . . . . .    $     805    $    332   $    515     $    699     $  2,351

   1992
   Property acquisition:
     Proved  . . . . . . . .    $       2    $      2   $     --     $     --     $      4
     Unproved  . . . . . . .           14           8          3            5           30
   Exploration . . . . . . .          151          35        139          311          636
   Development . . . . . . .          479         116        381          342        1,318
        Total  . . . . . . .    $     646    $    161   $    523     $    658     $  1,988

   1991
   Property acquisition:
     Proved  . . . . . . . .    $      11    $      1   $     --     $      1     $     13
     Unproved  . . . . . . .           14           8         --            5           27
   Exploration . . . . . . .          316         136        231          308          991
   Development . . . . . . .          784         271        365          437        1,857
        Total  . . . . . . .    $   1,125    $    416   $    596     $    751     $  2,888


</TABLE>





                                       73
<PAGE>
<PAGE>

   Item 9.   Changes in and Disagreements with  Accountants on Accounting and
        Financial Disclosure

        None.

                                    Part III

   Item 10.  Directors and Executive Officers of the Registrant

        The  information required by this  item with respect  to directors is
   incorporated by reference to  pages 3-10 of Amoco's Proxy  Statement dated
   March 14, 1994.   Also, see heading "Executive Officers of the Registrant"
   on page 17 of this Form 10-K.

   Item 11.  Executive Compensation

        The information required by this item is incorporated by reference to
   pages 11-17 of Amoco's Proxy Statement  dated March 14, 1994.  Information
   related to  the Board  Compensation and  Organization Committee  Report on
   Executive Compensation  and the Cumulative Total  Shareholder Return Five-
   Year Comparison  graph  are  identified  separately therein  and  are  not
   incorporated herein.

   Item 12.  Security Ownership of Certain Beneficial Owners and Management

        The information required by this item is incorporated by reference to
   pages 3, 10 and 12 of Amoco's Proxy Statement dated March 14, 1994.

   Item 13.  Certain Relationships and Related Transactions

        The information required by this item is incorporated by reference to
   page 10 of Amoco's Proxy Statement dated March 14, 1994.


                                    Part IV

   Item 14.  Exhibits, Financial Statement Schedules, and Reports on Form 8-K

        (a)  1. and 2.  Financial Statements and Schedules

             See Index  to Financial Statements and  Supplemental Information
   on  page 32.

        Schedules  not included in this  Form 10-K have  been omitted because
   they are either not applicable or the required information is shown in the
   financial statements or notes thereto.

             3.  Exhibits

                                       74
<PAGE>
<PAGE>

             See Index to Exhibits on page 83.

        (b)  Reports on Form 8-K.

        A current  report  on Form  8-K  dated December  1, 1993,  was  filed
   related to a jury  verdict against Amoco Production Company,  a subsidiary
   of  Amoco  Corporation, in  RUBICON  PETROLEUM INC.  VS.  AMOCO PRODUCTION
   COMPANY & AMOCO CORPORATION.  In that case Rubicon alleged that in 1990 it
   entered into  an  oral contract  with  Amoco  Production  to  purchase two
   Wyoming  oil  properties  for  $18  million.   Rubicon  sued for breach of
   contract, violation of the Texas Consumer  Protection  Statute and various
   other  torts.   The  Matagorda  County jury entered two alternative actual
   damage awards of $125 million  and $45  million,  respectively, a punitive
   damage  award  of  $250  million,  and  attorneys' fees  of  one-third  of
   Plaintiff's  recovery.   No judgment  has  yet been entered.   See Item 3.
   Legal Proceedings.

        A  current report  on Form  8-K  dated December  10, 1993,  was filed
   related to  jury verdicts in favor of Amoco Chemical Company, a subsidiary
   of Amoco  Corporation, against certain  underwriters at Lloyd's  of London
   and  various  other British  and  European  insurance  carriers, in  AMOCO
   CHEMICAL COMPANY et al, vs. CERTAIN UNDERWRITERS AT  LLOYD'S OF LONDON, et
   al.   A  current report  on Form  8-K dated  February 8,  1994, was  filed
   related  to  a judgment  entered by  the Superior  Court  of the  State of
   California, County of  Los Angeles, in favor of Amoco Chemical Company and
   Amoco Reinforced Plastics  Company, subsidiaries  of Amoco.   See Item  3.
   Legal Proceedings.













                                       75
<PAGE>
<PAGE>
                                   SIGNATURES

        Pursuant to the requirements of Section 13 or 15(d) 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, in the
   City of Chicago, and State of Illinois, on the 22nd day of March, 1994.

                                                    AMOCO CORPORATION
                                                      (Registrant)


                                                      H. L. FULLER
                                                      H. L. Fuller
                                                  Chairman of the Board

        Pursuant to the  requirements of the Securities Exchange Act of 1934,
   this report  has been signed below  by the following persons  on behalf of
   the registrant and in the capacities indicated on March 22, 1994.
<TABLE>
<CAPTION>
                Signatures                                      Titles
         <S>                               <C>



              H. L. FULLER*                 Chairman of the Board, President, and Director
              H. L. Fuller                    (Principal Executive Officer)




               F. S. ADDY*                  Executive Vice President and Director
               F. S. Addy                     (Principal Financial Officer)




              JOHN L. CARL*                 Senior Vice President Finance and Controller
              John L. Carl                    (Principal Accounting Officer)




              L. D. THOMAS*                 Vice Chairman and Director
              L. D. Thomas



               P. J. EARLY*                 Vice Chairman and Director
               P. J. Early



             DONALD R. BEALL*               Director
             Donald R. Beall

                                       76
<PAGE>
<PAGE>

                Signatures                                      Titles
           <S>                               <C>
               RUTH BLOCK*                   Director
               Ruth Block



              JOHN H. BRYAN*
              John H. Bryan                  Director



              ERROLL DAVIS*                  Director
              Erroll Davis



             RICHARD FERRIS*                 Director
             Richard Ferris



            ROBERT H. MALOTT*                Director
            Robert H. Malott



             WALTER E. MASSEY*               Director
             Walter E. Massey



             MARTHA R. SEGER*                Director
             Martha R. Seger



              MICHAEL WILSON*                Director
              Michael Wilson



              RICHARD D. WOOD*               Director
              Richard D. Wood


   *By
               H. L. FULLER                  Individually and as Attorney-in-Fact
               H. L. Fuller
</TABLE>
                                       77
<PAGE>
<PAGE>
                                                                SCHEDULE V

                               AMOCO CORPORATION

                        PROPERTY, PLANT AND EQUIPMENT(1)

                        For the Year Ended December 31,
                             (millions of dollars)
<TABLE>
<CAPTION>
                                  Balance                                         Balance
                                    at                                  Other        at
                                 beginning  Additions   Retirements  changes-add   end of
         Classification           of year    at cost        (2)      (deduct)(3)    year
   <S>                           <C>        <C>         <C>          <C>          <C>
   1993
   Exploration and production      $27,686     $1,590        $1,253      $   16   $28,039
   Refining, marketing and
   transportation  . . . . . .       9,440        685           308          --     9,817
   Chemicals . . . . . . . . .       4,943        370           117          69     5,265
   Other operations  . . . . .         826        126           139         (45)      768
   Corporate . . . . . . . . .         703         46            48         (17)      684
     Total . . . . . . . . . .     $43,598     $2,817        $1,865      $   23   $44,573

   1992
   Exploration and production      $28,244     $1,092        $  813      $ (837)  $27,686
   Refining, marketing and
   transportation  . . . . . .       8,768        806           110         (24)    9,440
   Chemicals . . . . . . . . .       5,285        320           598         (64)    4,943
   Other operations  . . . . .         772         60             4          (2)      826
   Corporate . . . . . . . . .         684         56            12         (25)      703
     Total . . . . . . . . . .     $43,753     $2,334        $1,537      $ (952)  $43,598

   1991
   Exploration and production      $29,344     $1,708        $2,791      $  (17)  $28,244
   Refining, marketing and
   transportation  . . . . . .       8,487        689           266        (142)    8,768
   Chemicals . . . . . . . . .       4,883        520            87         (31)    5,285
   Other operations  . . . . .         641        142            11          --       772
   Corporate . . . . . . . . .         463         82            17         156       684
     Total . . . . . . . . . .     $43,818     $3,141        $3,172      $  (34)  $43,753

   (1) In  view of the  variety of  properties and the  large number of depreciation
       rates applicable  thereto, it  is not  practicable  to set  forth herein  the
       rates  used in computing the annual provision for depreciation, depletion and
       amortization.   See  Note  1  to Consolidated  Financial  Statements for  the
       disclosure of the  methods used to compute  the amounts charged to  costs and
       expenses.
   (2) The increase in  retirements in 1991 for  exploration and production reflects
       the sale of oil and gas properties to Apache Corporation.
   (3) Unless  otherwise  noted,  the  changes  primarily  reflect the  transfer  of
       property, plant and equipment  between functional areas and  foreign currency
       translation adjustments.   The change in 1992  for exploration and production
       reflects the  formation of  a 50 percent  interest in  an equity company  and
       charges related to anticipated losses on sale of properties.
</TABLE>
                                          78
<PAGE>
<PAGE>
                                                                   SCHEDULE VI

                                AMOCO CORPORATION

              ACCUMULATED DEPRECIATION, DEPLETION AND AMORTIZATION
                        OF PROPERTY, PLANT AND EQUIPMENT
<TABLE>
<CAPTION>
                         For the Year Ended December 31,
                              (millions of dollars)

                            Balance     Charged                      Other
                               at      to costs                    changes-       Balance
                           beginning      and                         add         at end
       Classification       of year    expenses   Retirements(1)  (deduct)(2)     of year
   <S>                     <C>         <C>        <C>             <C>             <C>
   1993
   Exploration and
   production  . . . . .      $15,408    $1,499       $  948         $   137      $16,096
   Refining, marketing
   and transportation  .        3,710       418          121              13        4,020
   Chemicals . . . . . .        2,501       182           61             (25)       2,597
   Other operations  . .          271        30           43             (36)         222
   Corporate . . . . . .          314        44           41             (48)         269
        Total  . . . . .      $22,204    $2,173       $1,214         $    41      $23,204
   1992
   Exploration and
   production  . . . . .      $14,413    $1,714       $  578         $  (141)     $15,408
   Refining, marketing
   and transportation  .        3,410       387           85              (2)       3,710
   Chemicals . . . . . .        2,640       189          295             (33)       2,501
   Other operations  . .          210        29          (30)              2          271
   Corporate . . . . . .          285        46            8              (9)         314
          Total  . . . .      $20,958    $2,365       $  936         $  (183)     $22,204
   1991
   Exploration and
   production  . . . . .      $14,909    $1,535       $2,018         $   (13)     $14,413
   Refining, marketing
   and transportation  .        3,319       363          198             (74)       3,410
   Chemicals . . . . . .        2,502       200           65               3        2,640
   Other operations  . .          190        29            7              (2)         210
   Corporate . . . . . .          192        44           16              65          285
          Total  . . . .      $21,112    $2,171       $2,304         $   (21)     $20,958


   (1) The  increase  in retirements  in 1991  for exploration  and production
       reflects the sale of oil and gas properties to Apache Corporation.

   (2) Unless  otherwise noted, the changes primarily  reflect the transfer of
       property,  plant and  equipment between  functional  areas and  foreign
       currency translation adjustments.
</TABLE>

                                       79
<PAGE>
<PAGE>
                                                                 SCHEDULE VIII

                                AMOCO CORPORATION


                      VALUATION AND QUALIFYING ACCOUNTS(1)
<TABLE>
<CAPTION>

                         For the Year Ended December 31,
                              (millions of dollars)

                                                       Additions

                                        Balance    Charged
                                          at       to costs   Charged               Balance
               Description             beginning     and     to other  Deductions   at end
                                        of year    expenses  accounts      (2)      of year
   <S>                                 <C>         <C>       <C>       <C>          <C>
   1993
   Allowance for doubtful notes
   and accounts receivable . . . . .        $ 87       $ 26       $ --        $ 48     $ 65

   1992
   Allowance for doubtful notes
   and accounts receivable . . . . .         101         70         --          84       87

   1991
   Allowance for doubtful notes
   and accounts receivable . . . . .         141         53         --          93      101


   (1) Reserves were  deducted  from the  assets to  which they  apply in  the
       Consolidated Statement of Financial Position.

   (2) Accounts written off less recoveries and other adjustments.


</TABLE>







                                       80
<PAGE>
<PAGE>
                                                                   SCHEDULE IX

                                AMOCO CORPORATION


                            SHORT-TERM OBLIGATIONS(1)

                         For the Year Ended December 31,
                  (millions of dollars, except interest rates)
<TABLE>
<CAPTION>
                                                              Maximum      Average     average
                                                  Weighted     amount       amount     interest
               Category of              Balance   average   outstanding  outstanding     rate
           aggregate short-term          at end   interest   during the   during the    during
               obligations              of year     rate        year       year (2)    the year
   <S>                                  <C>       <C>       <C>          <C>           <C>
   1993
   Borrowings from banks . . . . . . .     $  71      3.2%        $  74         $  68      3.1%
   Commercial paper borrowings . . . .       936      3.4           936           403      3.2
   Other borrowings  . . . . . . . . .        --       --            --            --       --

   1992
   Borrowings from banks . . . . . . .        75      3.6            77            71      3.7
   Commercial paper borrowings . . . .       143      3.5           520           251      3.7
   Other borrowings  . . . . . . . . .        --       --            --            --       --

   1991
   Borrowings from banks . . . . . . .        77      5.1            85            79      6.1
   Commercial paper borrowings . . . .       292      4.6           318           267      6.0
   Other borrowings  . . . . . . . . .         1      2.1             1             1      1.9

     (1) Borrowings from  banks and other  financial institutions are  made at
         competitive  market   rates  and  are   not  subject   to  extension.
         Generally, borrowings may be renewed  at rates in effect at  the date
         of renewal.   Commercial paper  borrowings have fixed  terms, ranging
         from 1  to 270  days, and  are made  at competitive  market rates  in
         effect at the time of issue.

     (2) Represents the average of month-end balances.


</TABLE>



                                       81
<PAGE>
<PAGE>

                                                                    SCHEDULE X

                                AMOCO CORPORATION


                   SUPPLEMENTARY INCOME STATEMENT INFORMATION
<TABLE>
<CAPTION>

                         For the Year Ended December 31,
                              (millions of dollars)

                                                   1993             1992              1991
   <S>                                            <C>              <C>               <C>
   Charged to costs and expenses:
     Maintenance and repairs . . . .              $1,181           $1,188            $1,304


</TABLE>















                                       82
<PAGE>
<PAGE>
                                AMOCO CORPORATION
                                _________________

                                INDEX TO EXHIBITS
<TABLE>
<CAPTION>
                                                                            Sequentially
   Exhibit                                                                    Numbered
   Number                               Exhibit                                 Page
   <S>      <C>                                                             <C>
   3(a)     --The Amended Articles of Incorporation of the registrant are
            incorporated herein by reference to Exhibit 3(a) to the
            registrants's Quarterly Report on Form 10-Q for the
            quarter ended March 31, 1985.                                        ___

   3(b)     --By-laws of the registrant are incorporated herein
            by reference to Exhibit 3 to the registrant's Quarterly
            Report on Form 10-Q for the quarter ended September 30, 1992.        ___

   4        --The registrant will provide to the Securities and Exchange
            Commission upon request copies of instruments defining the
            rights of holders of long-term debt of the registrant
            and its consolidated subsidiaries.                                   ___

   9        --None.                                                              ___

   10(a)    --The 1981 Management Incentive Program of Amoco
            Corporation and its Participating Subsidiaries, as amended
            through November 29, 1983, is incorporated herein by
            reference to Exhibit 10(a) to the registrant's Annual Report
            on Form 10-K for the year ended December 31, 1983.                   ___

   10(b)    --Omitted.                                                           ___

   10(c)    --The 1986 Management Incentive Program of Amoco Corporation
            and its Participating Subsidiaries, as amended through
            April 25, 1989, is incorporated herein by reference to Exhibit
            10(c) to the registrant's Annual Report on Form 10-K for the
            year ended December 31, 1989.  Amendments to the 1986
            Management Incentive Program are incorporated herein by
            reference to pages 9-16 of Amoco's Proxy Statement dated
            March 15, 1991.                                                      ___

   10(d)    --Amendments to the 1981 Management Incentive Program
            are incorporated herein by reference to pages 22-37 of
            Amoco's Proxy Statement dated March 14, 1986.                        ___

   10(e)    --The 1991 Incentive Program of Amoco Corporation and
            its Participating Subsidiaries is incorporated herein by
            reference to Exhibit 10(e) to the registrant's Annual Report
            on Form 10-K for the year ended December 31, 1991.                   ___

                                       83
<PAGE>
<PAGE>
                                                                            Sequentially
   Exhibit                                                                    Numbered
   Number                               Exhibit                                 Page
   <S>      <C>                                                             <C>
   10(f)    --Restricted Stock Plan for Non-Employee Directors and Retainer
            Stock Plan for Non-Employee Directors are incorporated herein
            by reference to pages 20 through 26 of the registrant's Proxy
            Statement dated March 16, 1989.                                      ___

   10(g)    --Amoco Employee Savings Plan as amended and restated,
            effective February 1, 1993, is incorporated herein by reference
            to Exhibit 10(g) to the registrant's Annual Report on Form 10-K
            for the year ended December 31, 1992.                                ___

   10(h)    --Deferral and Restoration Plans not included herein are
            incorporated by reference to Exhibit 10(h) to the registrant's
            Annual Report on Form 10-K for the year ended December 31,
            1992.
              --Amoco Performance Share Restoration Plan;
              --Deferral Savings Restoration Plan of Amoco Corporation and
                Participating Companies;
              --ERISA Savings Restoration Plan of Amoco Corporation and
                Participating Companies;
              --Amoco Corporation Deferred Directors Fee Plan;
              --Form of Bonus Deferral Election;
              --Form of Performance Unit Plan Payout Deferral Election;
              --ERISA Retirement Restoration Plan of Amoco Corporation and
                Participating Companies; and
              --Deferral Retirement Restoration Plan of Amoco Corporation
                and Participating Companies.

   11       --None required.                                                     ___

   12       --Statement Setting Forth Computation of Ratio of Earnings to
              Fixed Charges for the five years ended December 31, 1993.

   13       --None.                                                              ___

   16       --None.                                                              ___

   18       --None.                                                              ___

   21       --Subsidiaries of the registrant.

   22       --None.                                                              ___

   23       --Consent of Price Waterhouse.

   24       --Powers of Attorney.

   28       --None.                                                              ___

</TABLE>
                                       84
<PAGE>


<PAGE>


                                                                Exhibit 10(h)




                       ERISA RETIREMENT RESTORATION PLAN

                                       OF

                               AMOCO CORPORATION

                                      AND

                            PARTICIPATING COMPANIES































   Established as of:  July 1, 1983

   Amended and Restated as of:  August 14, 1993
<PAGE>
<PAGE>




                       ERISA RETIREMENT RESTORATION PLAN
                                       OF
                               AMOCO CORPORATION
                                      AND
                            PARTICIPATING COMPANIES


                               TABLE OF CONTENTS
<TABLE>
<CAPTION>


                                                                                    Page
       <S>                                                                          <C>
       I.  DEFINITIONS

           1.01                 Act . . . . . . . . . . . . . . . . . . . .          1
           1.02                 Code  . . . . . . . . . . . . . . . . . . .          1
           1.03                 Company . . . . . . . . . . . . . . . . . .          1
           1.04                 Effective Date  . . . . . . . . . . . . . .          1
           1.05                 Maximum Benefit . . . . . . . . . . . . . .          1
           1.06                 Participant . . . . . . . . . . . . . . . .          1
           1.07                 Pension Plan  . . . . . . . . . . . . . . .          1
           1.08                 Plan  . . . . . . . . . . . . . . . . . . .          1
           1.09                 Unrestricted Benefit  . . . . . . . . . . .          1


      II.  BENEFITS

           2.01                 Normal Retirement Benefit . . . . . . . . .          2
           2.02                 Early Retirement Benefit  . . . . . . . . .          2
           2.03                 Deferred Vested Retirement Benefit  . . . .          2
           2.04                 Spouse's Pension Benefit  . . . . . . . . .          2
           2.05                 Optional Forms of Benefit Payment . . . . .          2


     III.  ADMINISTRATION OF THE PLAN
           3.01                 Administrator . . . . . . . . . . . . . . .          3
           3.02                 Amendment and Termination . . . . . . . . .          3
           3.03                 Payments  . . . . . . . . . . . . . . . . .          3
           3.04                 Non-assignability of Benefits . . . . . . .          3
           3.05                 Status of Plan  . . . . . . . . . . . . . .          3
           3.06                 Nonguarantee of Employment  . . . . . . . .          3
           3.07                 Applicable Law  . . . . . . . . . . . . . .          3

</TABLE>
<PAGE>
<PAGE>






                                   ARTICLE I

                                  DEFINITIONS


        1.01     "Act" shall mean the Employee Retirement Income Security Act
   of 1974 ("ERISA"), as amended from time to time.

        1.02     "Code"  shall mean  the Internal  Revenue Code  of 1986,  as
   amended from time to time.

        1.03        "Company"  shall  mean  Amoco   Corporation,  an  Indiana
   corporation,  and any of its subsidiaries  or affiliated business entities
   participating in the Pension Plan.

        1.04     "Effective Date" shall mean July 1, 1983.

        1.05      "Maximum Benefit" shall  mean the monthly equivalent of the
   maximum benefit  permitted by  the Code  to be paid  a Participant  of the
   Pension Plan under Section 415 of the Code.

        1.06     "Participant" shall mean  any employee of the Company who is
   an active Participant in the  Pension Plan on or after the  Effective Date
   and whose pension benefits  determined on the basis  of the provisions  of
   such Pension  Plan, without regard  to the  Section 415 limitation  of the
   Code,  would exceed the  Maximum Benefit limited under  Section 415 of the
   code.

        1.07      "Pension Plan"  shall mean the Employee  Retirement Plan of
   Amoco Corporation and  Participating Companies,  as amended  from time  to
   time and/or the Amoco Performance Products, Inc. Retirement Plan.

        1.08      "Plan" shall mean the ERISA  Retirement Restoration Plan of
   Amoco Corporation  and Participating  Companies, as  amended from  time to
   time  or  restated, which  shall be  an  unfunded excess  benefit  plan as
   defined in Act Section 3(36).

        1.09      "Unrestricted Benefit" shall mean the maximum  monthly life
   annuity  Normal, Early, or Deferred Vested retirement benefit (or lump sum
   equivalent), whichever  is applicable,  determined under the  Pension Plan
   without regard to the limitation of the Code imposed under Section 415.
<PAGE>
<PAGE>





                                   ARTICLE II

                                    BENEFITS

        2.01      Normal Retirement Benefit:  Upon the Normal Retirement of a
   Participant, as provided under the Pension Plan, such Participant shall be
   entitled  to a monthly life annuity benefit (or lump sum equivalent) equal
   in amount to his Unrestricted Benefit less the Maximum Benefit.

        2.02      Early Retirement Benefit:   Upon the Early  Retirement of a
   Participant, as provided under the Pension Plan, such Participant shall be
   entitled to a monthly life annuity (or lump sum equivalent) benefit  equal
   to his Unrestricted benefit less the Maximum Benefit.

        2.03       Deferred Vested  Retirement  Benefit:    If a  Participant
   terminates  employment  with the  Company and  is  entitled to  a Deferred
   Vested  Retirement  Benefit  provided  under  the  Pension  Plan,  such  a
   Participant shall be entitled  to a monthly life annuity  benefit equal to
   his Unrestricted Benefit less the Maximum Benefit.

        2.04     Spouse's Pension  Benefit:  Subject to  Section 2.05, below,
   upon  the death  of a Participant  whose spouse  is eligible  for a pre-or
   post-retirement life annuity surviving benefit under the Pension Plan, the
   Participant's surviving spouse shall be entitled to a monthly life annuity
   benefit equal  to the  surviving spouse  benefit determined in  accordance
   with the provisions  of the Pension Plan without regard  to the limitation
   under Code Section 415 less the Maximum Benefit.

        2.05     Optional  Forms of  Benefit Payment:   A retirement  benefit
   payable under this  Article II shall be paid at such time or times in such
   form  as provided  under  the Pension  Plan as  the  Participant may  have
   irrevocably elected hereunder by written notice to the Administrator prior
   to  his separation  of service.   If  the participant  elects any  form of
   benefit payment other than a 50 percent Joint and Survivor Spouse  Annuity
   his  spouse  (if applicable)  must consent  in  writing to  such election.
   Also, if  a lump sum  is elected  such election  must be  approved by  the
   Company.   In the  absence of  a timely  election hereunder,  a retirement
   benefit payable under  this Article II shall  be paid in such  form and at
   such time  as the benefit payable under the Pension  Plan would be paid in
   the absence of an election thereunder.
<PAGE>
<PAGE>




                                  ARTICLE III

                           ADMINISTRATION OF THE PLAN

        3.01     Administrator:    The  Plan  shall be  administered  by  the
   Company which shall have the discretionary authority to interpret the Plan
   and issue such  regulations as  it deems appropriate.   The  Administrator
   shall  have the duty and responsibility of maintaining records, making the
   requisite  calculations,  and  disbursing  the payments  hereunder.    The
   Administrator's   interpretations,    determinations,   regulations,   and
   calculations  shall  be  final and  binding  on  all  persons and  parties
   concerned.

        3.02        Amendment  and Termination:   The  Company  may amend  or
   terminate the Plan at any time,  provided, however, that no such amendment
   or termination shall adversely affect  a benefit to which a terminated  or
   retired  Participant or his beneficiary is entitled under Article II prior
   to the date of such amendment or termination.

        3.03      Payments:  The Company will pay  all benefits arising under
   this Plan and all costs, charges, and expenses relating thereto.

        3.04      Non-assignability  of  Benefits:    The  benefits   payable
   hereunder or the right to  receive future benefits under the Plan  may not
   be anticipated, alienated, pledged, encumbered, or subjected to any charge
   or legal process.

        3.05     Status of Plan:   The benefits under this Plan shall  not be
   funded but shall constitute liabilities by the Company when due.

        3.06     Nonguarantee of Employment:   Nothing contained in this Plan
   shall be construed as a contract of employment between the Company and any
   Participant,  or  as  a  right  of  any  Participant  to be  continued  in
   employment of the Company, or as a limitation on the right of the  Company
   to discharge any of its employees, with or without cause.

        3.07       Applicable  Law:     All   questions  pertaining   to  the
   construction  and validity of the  Plan shall be  determined in accordance
   with the laws  of the United States, and  to the extent not  pre-empted by
   such laws, by the laws of the State of Illinois.
<PAGE>
<PAGE>





                           AMENDMENT AND RESTATEMENT

                                       OF

                      ERISA RETIREMENT RESTORATION PLAN OF

                 AMOCO CORPORATION AND PARTICIPATING COMPANIES


   WHEREAS,   Amoco  Corporation   ("AMOCO")   maintains   ERISA   Retirement
   Restoration  Plan  of   Amoco  Corporation  and   Participating  Companies
   ("Plan"); and

   WHEREAS,  amendment  and  restatement  of  the  Plan  now   is  considered
   desirable;

   NOW,  THEREFORE, pursuant to resolutions adopted by the Board of Directors
   of  this  Corporation on  June 22,  1993,  which delegated  various powers
   relating to employee  benefit plans  to the Senior  Vice President  (Human
   Resources,  Public  & Government  Affairs,  and  Government Relations)  of
   AMOCO, and to the powers reserved to AMOCO by subsection 3.02 of the Plan,
   the  Plan as  evidenced by the  attached official  text, be  and is hereby
   amended and restated, effective August 14, 1993.


                  *    *    *    *    *    *    *


   I,  R. W.  Anderson, Senior  Vice President  of Amoco  Corporation, hereby
   approve and adopt the attached official  text of the amended and  restated
   ERISA Retirement  Restoration Plan of Amoco  Corporation and Participating
   Companies, effective August 14, 1993.


                   Dated this 23rd day of July, 1993



                   R. WAYNE ANDERSON
                   Senior Vice President, Amoco Corporation
                   As aforesaid
<PAGE>
<PAGE>







                      DEFERRAL RETIREMENT RESTORATION PLAN

                                       OF

                               AMOCO CORPORATION

                                      AND

                            PARTICIPATING COMPANIES





























   Established as of:  July 1, 1983

   Amended and Restated as of:  August 14, 1993
<PAGE>
<PAGE>





                      DEFERRAL RETIREMENT RESTORATION PLAN
                                       OF
                               AMOCO CORPORATION
                                      AND
                            PARTICIPATING COMPANIES

                               TABLE OF CONTENTS
<TABLE>
<CAPTION>

                                                                                    Page
       <S>                                                                          <C>
       I.  DEFINITIONS

           1.01                 Act . . . . . . . . . . . . . . . . . . . .          1
           1.02                 Code  . . . . . . . . . . . . . . . . . . .          1
           1.03                 Company . . . . . . . . . . . . . . . . . .          1
           1.04                 Deferred Earnings . . . . . . . . . . . . .          1
           1.05                 Effective Date  . . . . . . . . . . . . . .          1
           1.06                 Maximum Benefit . . . . . . . . . . . . . .          1
           1.07                 Participant . . . . . . . . . . . . . . . .          1
           1.08                 Pension Plan  . . . . . . . . . . . . . . .          1
           1.09                 Plan  . . . . . . . . . . . . . . . . . . .          1
           1.10                 Unrestricted Benefit  . . . . . . . . . . .          2


      II.  BENEFITS
           2.01                 Normal Retirement Benefit . . . . . . . . .          3
           2.02                 Early Retirement Benefit  . . . . . . . . .          3
           2.03                 Deferred Vested Retirement Benefit  . . . .          3
           2.04                 Spouse's Pension Benefit  . . . . . . . . .          3
           2.05                 Optional Forms of Benefit Payment . . . . .          3

     III.  ADMINISTRATION OF THE PLAN

           3.01                 Administrator . . . . . . . . . . . . . . .          4
           3.02                 Amendment and Termination . . . . . . . . .          4
           3.03                 Payments  . . . . . . . . . . . . . . . . .          4
           3.04                 Non-assignability of Benefits . . . . . . .          4
           3.05                 Status of Plan  . . . . . . . . . . . . . .          4
           3.06                 Nonguarantee of Employment  . . . . . . . .          4
           3.07                 Applicable Law  . . . . . . . . . . . . . .          4
           3.08                 Rules of Construction . . . . . . . . . . .          4

</TABLE>
<PAGE>
<PAGE>



                                   ARTICLE I

                                  DEFINITIONS


        1.01     "Act" shall mean the Employee Retirement Income Security Act
   of 1974 ("ERISA"), as amended from time to time.

        1.02     "Code"  shall mean  the Internal  Revenue Code  of 1986,  as
   amended from time to time.

        1.03        "Company"  shall  mean  Amoco   Corporation,  an  Indiana
   corporation,  and any of its subsidiaries  or affiliated business entities
   participating in the Pension Plan.

        1.04      "Deferred  Earnings" shall  mean all  or  the portion  of a
   Participant's Performance Award under the 1991 Incentive Program for Amoco
   Corporation and its  Participating Subsidiaries that  the payment of  such
   award was deferred past the initial payment date.

        1.05     "Effective Date" shall mean July 1, 1983.


        1.06       "Maximum  Benefit"  shall  mean the  sum  of  the  monthly
   equivalent  payable  to  a Participant  under  the  Pension  Plan and,  if
   applicable, the ERISA Retirement Restoration Plan of Amoco Corporation and
   Participating Companies.

        1.07      "Participant" shall mean any employee of the Company who is
   an  active Participant in the Pension Plan  on or after the Effective Date
   and who satisfies one or both of the following requirements:

                 (a)   Such  employee's  pension benefits  determined on  the
   basis of  the provisions  of the  Pension Plan is  reduced because  of the
   Section 401(a) (17) limitation of the Code, or

                 (b)  Such  employee is  a recipient of  a Performance  Award
   under  the   1991  Incentive  Program   for  Amoco  Corporation   and  its
   Participating Subsidiaries and has deferred payment of all or a portion of
   any award past the initial payment date.

        1.08      "Pension Plan"  shall mean the Employee  Retirement Plan of
   Amoco Corporation  and Participating  Companies, as  amended from  time to
   time and/or the Amoco Performance Products, Inc. Retirement Plan.

        1.09      "Plan" shall mean the  Deferral Retirement Restoration Plan
   of  Amoco Corporation and Participating Companies, as amended from time to
   time or  restated,  which shall  be  an unfunded  excess benefit  plan  as
   defined in Act Section 3(36).
<PAGE>
<PAGE>






        1.10     "Unrestricted  Benefit" shall mean the  maximum monthly life
   annuity  Normal, Early, or Deferred Vested retirement benefit (or lump sum
   equivalent), whichever  is applicable,  determined under the  Pension Plan
   assuming Deferred Earnings are "Earnings" as defined in subsection 1.23 of
   the Pension Plan and without regard to the limitations of the Code imposed
   under Section 415 and Section 401(a) (17).
<PAGE>
<PAGE>


                                   ARTICLE II

                                    BENEFITS

        2.01      Normal Retirement Benefit:  Upon the Normal Retirement of a
   Participant, as provided under the Pension Plan, such Participant shall be
   entitled  to a monthly life annuity benefit (or lump sum equivalent) equal
   in amount to his Unrestricted Benefit less the Maximum Benefit.

        2.02      Early Retirement Benefit:   Upon the Early  Retirement of a
   Participant, as provided under the Pension Plan, such Participant shall be
   entitled to a monthly life annuity (or lump sum equivalent) benefit  equal
   to his Unrestricted benefit less the Maximum Benefit.

        2.03       Deferred Vested  Retirement  Benefit:    If a  Participant
   terminates  employment  with the  Company and  is  entitled to  a Deferred
   Vested  Retirement  Benefit  provided  under  the  Pension  Plan,  such  a
   Participant shall be entitled  to a monthly life annuity  benefit equal to
   his Unrestricted Benefit less the Maximum Benefit.

        2.04     Spouse's Pension  Benefit:  Subject to  Section 2.05, below,
   upon  the death  of a Participant  whose spouse  is eligible  for a pre-or
   post-retirement life annuity surviving benefit under the Pension Plan, the
   Participant's surviving spouse shall be entitled to a monthly life annuity
   benefit equal  to the  surviving spouse  benefit determined in  accordance
   with the provisions  of the Pension Plan without regard  to the limitation
   under Code Section 415 less the Maximum Benefit.

        2.05     Optional  Forms of  Benefit Payment:   A retirement  benefit
   payable under this  Article II shall be paid at such time or times in such
   form  as provided  under  the Pension  Plan as  the  Participant may  have
   irrevocably elected hereunder by written notice to the Administrator prior
   to  his separation  of service.   If  the participant  elects any  form of
   benefit payment other than a 50 percent Joint and Survivor Spouse  Annuity
   his  spouse  (if applicable)  must consent  in  writing to  such election.
   Also, if  a lump sum  is elected  such election  must be  approved by  the
   Company.     Notwithstanding   the  foregoing,   if  a   Participant  also
   participates in the ERISA Retirement Restoration Plan of Amoco Corporation
   and Participating  Companies ("ERISA  Plan"), then his  retirement benefit
   payable under this Article II  shall be paid in the same form  and time as
   his retirement benefit under the  ERISA Plan is paid.  In the absence of a
   timely election hereunder, a retirement benefit payable under this Article
   II shall  be paid in  such form and  at such time  as the  benefit payable
   under  the Pension  Plan  would be  paid  in the  absence  of an  election
   thereunder.
<PAGE>
<PAGE>



                                  ARTICLE III

                           ADMINISTRATION OF THE PLAN

        3.01     Administrator:    The  Plan  shall be  administered  by  the
   Company which shall have the discretionary authority to interpret the Plan
   and issue such  regulations as  it deems appropriate.   The  Administrator
   shall  have the duty and responsibility of maintaining records, making the
   requisite  calculations,  and  disbursing  the payments  hereunder.    The
   Administrator's   interpretations,    determinations,   regulations,   and
   calculations  shall  be  final and  binding  on  all  persons and  parties
   concerned.

        3.02        Amendment  and Termination:   The  Company  may amend  or
   terminate the Plan at any time,  provided, however, that no such amendment
   or termination shall adversely affect  a benefit to which a terminated  or
   retired  Participant or his beneficiary is entitled under Article II prior
   to the date of such amendment or termination.

        3.03      Payments:  The Company will pay  all benefits arising under
   this Plan and all costs, charges, and expenses relating thereto.

        3.04      Non-assignability  of  Benefits:    The  benefits   payable
   hereunder or the right to  receive future benefits under the Plan  may not
   be anticipated, alienated, pledged, encumbered, or subjected to any charge
   or legal process.

        3.05     Status of Plan:   The benefits under this Plan shall  not be
   funded but shall constitute liabilities by the Company when due.

        3.06     Nonguarantee of Employment:   Nothing contained in this Plan
   shall be construed as a contract of employment between the Company and any
   Participant,  or  as  a  right  of  any  Participant  to be  continued  in
   employment of the Company, or as a limitation on the right of the  Company
   to discharge any of its employees, with or without cause.

        3.07       Applicable  Law:     All   questions  pertaining   to  the
   construction  and validity of the  Plan shall be  determined in accordance
   with the laws  of the United States, and  to the extent not  pre-empted by
   such laws, by the laws of the State of Illinois.

        3.08     Rules of  Construction:  Where the context so  requires, the
   masculine includes the feminine, the singular includes the plural, and the
   plural includes the singular.
<PAGE>
<PAGE>



                           AMENDMENT AND RESTATEMENT

                                       OF

                    DEFERRAL RETIREMENT RESTORATION PLAN OF

                 AMOCO CORPORATION AND PARTICIPATING COMPANIES


   WHEREAS,  Amoco  Corporation   ("AMOCO")  maintains  Deferral   Retirement
   Restoration  Plan  of   Amoco  Corporation  and   Participating  Companies
   ("Plan"); and

   WHEREAS,  amendment  and  restatement  of  the  Plan  now   is  considered
   desirable;

   NOW,  THEREFORE, pursuant to resolutions adopted by the Board of Directors
   of  this  Corporation on  June 22,  1993,  which delegated  various powers
   relating to employee  benefit plans  to the Senior  Vice President  (Human
   Resources,  Public  & Government  Affairs,  and  Government Relations)  of
   AMOCO, and to the powers reserved to AMOCO by subsection 3.02 of the Plan,
   the  Plan as  evidenced by the  attached official  text, be  and is hereby
   amended and restated, effective August 14, 1993.


                  *    *    *    *    *    *    *


   I,  R. W.  Anderson, Senior  Vice President  of Amoco  Corporation, hereby
   approve and adopt the attached official  text of the amended and  restated
   ERISA Retirement  Restoration Plan of Amoco  Corporation and Participating
   Companies, effective August 14, 1993.


                   Dated this 23rd day of July, 1993



                   R. WAYNE ANDERSON
                   Senior Vice President, Amoco Corporation
                   As aforesaid
<PAGE>


<PAGE>
                                                            EXHIBIT 12

                                     AMOCO CORPORATION

                                       _____________

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


                                               Year Ended December 31,
                                           1993   1992   1991   1990   1989
           <S>                            <C>    <C>    <C>    <C>    <C>

           Determination of Income:
             Consolidated earnings
               before income taxes
               and minority interest.     $2,506 $  998 $2,035 $3,410 $2,695
             Fixed charges expensed by
               consolidated companies        350    376    479    596    699
             Adjustments for certain
               companies accounted for
               by the equity method .         11     28     20     35     37

             Adjusted earnings plus
               fixed charges. . . . .     $2,867 $1,402 $2,534 $4,041 $3,431

           Determination of Fixed Charges:
             Consolidated interest on
               indebtedness (including
               interest capitalized).     $  299 $  333 $  433 $  532 $  626
             Consolidated rental
               expense representative
               of an interest factor.         50     44     54     60     59
             Adjustments for certain
               companies accounted for
               by the equity method .          8     20     24     25     36

             Total fixed charges. . .     $  357 $  397 $  511 $  617 $  721

           Ratio of earnings to
             fixed charges. . . . . .        8.0    3.5    5.0    6.5    4.8

</TABLE>


<PAGE>


<PAGE>
                                                                   EXHIBIT 21



                               AMOCO CORPORATION



                         SUBSIDIARIES OF THE REGISTRANT
                              at December 31, 1993
<TABLE>
<CAPTION>

                                                                         Organized
                                                                           Under
                                  Company*                                Laws of
   <S>                                                                   <C>
   Amoco Canada Petroleum Company Ltd. . . . . . . . . . . . . . . . .   Canada
     Amoco Canada Resources Ltd. . . . . . . . . . . . . . . . . . . .   Canada
   Amoco Credit Corporation  . . . . . . . . . . . . . . . . . . . . .   Delaware
   Amoco Realty Company  . . . . . . . . . . . . . . . . . . . . . . .   Delaware
   Amoco Technology Company  . . . . . . . . . . . . . . . . . . . . .   Delaware
     Solarex Corporation . . . . . . . . . . . . . . . . . . . . . . .   Delaware
   Amoco Company . . . . . . . . . . . . . . . . . . . . . . . . . . .   Delaware
     Amoco Chemical Company  . . . . . . . . . . . . . . . . . . . . .   Delaware
       Amoco Chemical Holding Company  . . . . . . . . . . . . . . . .   Delaware
         Amoco Chemical Belgium N.V. . . . . . . . . . . . . . . . . .   Belgium
         Amoco Chemicals Pty. Limited  . . . . . . . . . . . . . . . .   Australia
         Amoco Fabrics and Fibers Company  . . . . . . . . . . . . . .   Delaware
         Amoco Fabrics and Fibers Ltd. . . . . . . . . . . . . . . . .   Canada
         Amoco Foam Products Company . . . . . . . . . . . . . . . . .   Delaware
         Amoco International Finance Corporation . . . . . . . . . . .   Delaware
           Amoco Chemical(Europe) S.A. . . . . . . . . . . . . . . . .   Delaware
             Amoco Chemical Italia S.R.L.  . . . . . . . . . . . . . .   Italy
             Amoco Chemical U.K. Limited . . . . . . . . . . . . . . .   England
               Amoco Fabrics (U.K.) Limited  . . . . . . . . . . . . .   England
             Amoco Holding GmbH  . . . . . . . . . . . . . . . . . . .   Germany
               Amoco Deutschland GmbH. . . . . . . . . . . . . . . . .   Germany
           Amoco Chemicals Far East Limited  . . . . . . . . . . . . .   Hong Kong
           Amoco Transport Company . . . . . . . . . . . . . . . . . .   Delaware
         Amoco Japan Limited . . . . . . . . . . . . . . . . . . . . .   Delaware
         Amoco Olefins Corporation . . . . . . . . . . . . . . . . . .   Delaware
         Amoco Performance Products, Inc.  . . . . . . . . . . . . . .   Delaware
     Amoco Leasing Corporation . . . . . . . . . . . . . . . . . . . .   Delaware
     Amoco Oil Company . . . . . . . . . . . . . . . . . . . . . . . .   Maryland
       Amoco Oil Holding Company . . . . . . . . . . . . . . . . . . .   Delaware
         Amoco Enterprises, Inc. . . . . . . . . . . . . . . . . . . .   Delaware
         Waste-Tech Services, Inc. . . . . . . . . . . . . . . . . . .   Nevada
     Amoco Pipeline Company  . . . . . . . . . . . . . . . . . . . . .   Maine
       Amoco Pipeline Holding Company  . . . . . . . . . . . . . . . .   Delaware
     Amoco Production Company  . . . . . . . . . . . . . . . . . . . .   Delaware
       Amoco Egypt Gas Company . . . . . . . . . . . . . . . . . . . .   Delaware
<PAGE>
<PAGE>

                                                                           Organized
                                                                             Under
                                  Company*                                  Laws of
       <S>                                                               <C>
       Amoco Egypt Oil Company . . . . . . . . . . . . . . . . . . . .   Delaware
         Gulf of Suez Petroleum Company  . . . . . . . . . . . . . . .   Egypt
       Amoco Energy Trading Corporation  . . . . . . . . . . . . . . .   Delaware
       Amoco Gas Company . . . . . . . . . . . . . . . . . . . . . . .   Delaware
       Amoco International Petroleum Company . . . . . . . . . . . . .   Delaware
         Amoco Argentina Oil Company . . . . . . . . . . . . . . . . .   Delaware
         Amoco Trinidad Oil Company  . . . . . . . . . . . . . . . . .   Delaware
       Amoco Middle East Finance Company . . . . . . . . . . . . . . .   Delaware
       Amoco Netherlands Petroleum Company . . . . . . . . . . . . . .   Delaware
       Amoco Norway Oil Company  . . . . . . . . . . . . . . . . . . .   Delaware
       Amoco Orient Petroleum Company  . . . . . . . . . . . . . . . .   Delaware
       Amoco Poland Petroleum Company  . . . . . . . . . . . . . . . .   Delaware
       Amoco Rocmount Company  . . . . . . . . . . . . . . . . . . . .   Delaware
       Amoco Romania Petroleum Company . . . . . . . . . . . . . . . .   Delaware
       Amoco Sharjah LPG Company . . . . . . . . . . . . . . . . . . .   Delaware
       Amoco Sharjah Oil Company . . . . . . . . . . . . . . . . . . .   Delaware
       Amoco Supply and Trading Company  . . . . . . . . . . . . . . .   Delaware
       Amoco (U.K.) Exploration Company  . . . . . . . . . . . . . . .   Delaware
       Coastwise Trading Company, Inc. . . . . . . . . . . . . . . . .   Delaware
       TOC-Rocky Mountains Inc.  . . . . . . . . . . . . . . . . . . .   Delaware
     Amoco Properties Incorporated . . . . . . . . . . . . . . . . . .   Delaware
     Amoco Research Corporation  . . . . . . . . . . . . . . . . . . .   Delaware
     Imperial Casualty and Indemnity Company . . . . . . . . . . . . .   Nebraska
   AmProp Finance Company  . . . . . . . . . . . . . . . . . . . . . .   Indiana
   AmProp, Inc.  . . . . . . . . . . . . . . . . . . . . . . . . . . .   Delaware


   (*)   Two  hundred thirty-five subsidiaries and thirty  50 percent or less
         owned companies accounted for by the  equity method are not named in
         this Exhibit.  Such subsidiaries and affiliate companies, considered
         in the aggregate, do not constitute a significant subsidiary.

</TABLE>
<PAGE>


<PAGE>

                                                                   EXHIBIT 23




                               AMOCO CORPORATION



                       CONSENT OF INDEPENDENT ACCOUNTANTS


   We  hereby consent to the  incorporation by reference  in the Registration
   Statements  on Forms S-8 (Nos. 33-52575, 33-66170, 33-51475, 33-55748, 33-
   42950,  33-52579,   33-40099,  and   33-5332)  and  in   the  Prospectuses
   constituting  part  of the  Registration  Statements  on Forms  S-3  (Nos.
   33-11635 and 33-22897) of  Amoco Corporation of our report  dated February
   22, 1994 appearing on page 33 of this Form 10-K.





   PRICE WATERHOUSE

   Chicago, Illinois
   March 22, 1994
<PAGE>


<PAGE>


                                                                   EXHIBIT 24




                               POWER OF ATTORNEY


        KNOW  ALL MEN BY THESE PRESENTS, that the undersigned constitutes and
   appoints H.  L. Fuller, R. D.  Cadieux, L. D.  Thomas and F. S.  Addy, and
   each of them, his or her  true and lawful attorney-in-fact and agent, with
   full power of substitution and  resubstitution, for him or her and  in his
   or her  name, place and stead, in any and  all capacities, to sign (i) any
   and all  Amoco Corporation registration statements  and amendments thereto
   relating to  issuance,  through or  in  connection with  employee  benefit
   plans,  of Amoco  Corporation common  stock and  plan interests,  and (ii)
   annual reports of Amoco Corporation on Form 10-K, for any fiscal year, and
   (iii)  any and all amendments to Registration Statements Nos. 33-11635 and
   33-22897  on  Form S-3,  and  to file  the  same with  the  Securities and
   Exchange Commission, with all exhibits thereto, and all other documents as
   may be  necessary or  appropriate in  connection therewith,  granting unto
   said  attorney-in-fact and  agent,  full power  and  authority to  do  and
   perform each and  every act and thing which said  attorneys and agents, or
   any of them, deem advisable to enable Amoco Corporation to comply with the
   federal or state securities  laws, and any requirements or  regulations in
   respect thereto,  as fully to all intents and purposes  as he or she might
   or could  do in person, and the undersigned does hereby ratify and confirm
   all  that  said   attorney-in-fact  and  agent,   or  his  substitute   or
   substitutes, may lawfully do or cause to be done by virtue hereof.

        IN  WITNESS  WHEREOF,  the undersigned  has  executed  this power  of
   attorney on the 15th day of October, 1991.




                                                 H. L. FULLER
                                                 Signature


                                                 H. L. Fuller
                                                 Print Name
<PAGE>
<PAGE>










                               POWER OF ATTORNEY


        KNOW  ALL MEN BY THESE PRESENTS, that the undersigned constitutes and
   appoints H.  L. Fuller, R. D.  Cadieux, L. D.  Thomas and F. S.  Addy, and
   each of them, his or her  true and lawful attorney-in-fact and agent, with
   full power of substitution and  resubstitution, for him or her and  in his
   or her  name, place and stead, in any and  all capacities, to sign (i) any
   and all  Amoco Corporation registration statements  and amendments thereto
   relating to  issuance,  through or  in  connection with  employee  benefit
   plans,  of Amoco  Corporation common  stock and  plan interests,  and (ii)
   annual reports of Amoco Corporation on Form 10-K, for any fiscal year, and
   (iii)  any and all amendments to Registration Statements Nos. 33-11635 and
   33-22897  on  Form S-3,  and  to file  the  same with  the  Securities and
   Exchange Commission, with all exhibits thereto, and all other documents as
   may be  necessary or  appropriate in  connection therewith,  granting unto
   said  attorney-in-fact and  agent,  full power  and  authority to  do  and
   perform each and  every act and thing which said  attorneys and agents, or
   any of them, deem advisable to enable Amoco Corporation to comply with the
   federal or state securities  laws, and any requirements or  regulations in
   respect thereto,  as fully to all intents and purposes  as he or she might
   or could  do in person, and the undersigned does hereby ratify and confirm
   all  that  said   attorney-in-fact  and  agent,   or  his  substitute   or
   substitutes, may lawfully do or cause to be done by virtue hereof.

        IN  WITNESS  WHEREOF,  the undersigned  has  executed  this power  of
   attorney on the 15th day of October, 1991.




                                                 F. S. ADDY
                                                 Signature


                                                 F. S. Addy
                                                 Print Name
<PAGE>
<PAGE>










                               POWER OF ATTORNEY


        KNOW  ALL MEN BY THESE PRESENTS, that the undersigned constitutes and
   appoints H. L. Fuller, L. D. Thomas and F.  S. Addy, and each of them, his
   or her  true and lawful  attorney-in-fact and  agent, with  full power  of
   substitution and  resubstitution, for him or  her and in his  or her name,
   place and stead, in any  and all capacities, to sign (i) any and all Amoco
   Corporation registration  statements  and amendments  thereto relating  to
   issuance, through or in  connection with employee benefit plans,  of Amoco
   Corporation  common stock and plan  interests, and (ii)  annual reports of
   Amoco Corporation on Form 10-K, for any fiscal year, and (iii) any and all
   amendments to Registration Statements Nos.  33-11635 and 33-22897 on  Form
   S-3, and  to file  the same with  the Securities and  Exchange Commission,
   with all exhibits thereto, and all  other documents as may be necessary or
   appropriate  in connection therewith,  granting unto said attorney-in-fact
   and agent,  full power and authority to do  and perform each and every act
   and thing which said attorneys and  agents, or any of them, deem advisable
   to enable Amoco Corporation to comply with the federal or state securities
   laws, and any requirements  or regulations in respect thereto, as fully to
   all intents and purposes as he or she might or could do in person, and the
   undersigned does hereby ratify and confirm all  that said attorney-in-fact
   and  agent, or his substitute or substitutes,  may lawfully do or cause to
   be done by virtue hereof.

        IN  WITNESS  WHEREOF,  the undersigned  has  executed  this power  of
   attorney on the 14th day of December, 1992.




                                                 JOHN L. CARL
                                                 Signature


                                                 John L. Carl
                                                 Print Name
<PAGE>
<PAGE>










                               POWER OF ATTORNEY


        KNOW  ALL MEN BY THESE PRESENTS, that the undersigned constitutes and
   appoints H.  L. Fuller, R. D.  Cadieux, L. D.  Thomas and F. S.  Addy, and
   each of them, his or her  true and lawful attorney-in-fact and agent, with
   full power of substitution and  resubstitution, for him or her and  in his
   or her  name, place and stead, in any and  all capacities, to sign (i) any
   and all  Amoco Corporation registration statements  and amendments thereto
   relating to  issuance,  through or  in  connection with  employee  benefit
   plans,  of Amoco  Corporation common  stock and  plan interests,  and (ii)
   annual reports of Amoco Corporation on Form 10-K, for any fiscal year, and
   (iii)  any and all amendments to Registration Statements Nos. 33-11635 and
   33-22897  on  Form S-3,  and  to file  the  same with  the  Securities and
   Exchange Commission, with all exhibits thereto, and all other documents as
   may be  necessary or  appropriate in  connection therewith,  granting unto
   said  attorney-in-fact and  agent,  full power  and  authority to  do  and
   perform each and  every act and thing which said  attorneys and agents, or
   any of them, deem advisable to enable Amoco Corporation to comply with the
   federal or state securities  laws, and any requirements or  regulations in
   respect thereto,  as fully to all intents and purposes  as he or she might
   or could  do in person, and the undersigned does hereby ratify and confirm
   all  that  said   attorney-in-fact  and  agent,   or  his  substitute   or
   substitutes, may lawfully do or cause to be done by virtue hereof.

        IN  WITNESS  WHEREOF,  the undersigned  has  executed  this power  of
   attorney on the 15th day of October, 1991.




                                                 L. D. THOMAS
                                                 Signature


                                                 L. D. Thomas
                                                 Print Name
<PAGE>
<PAGE>










                               POWER OF ATTORNEY


        KNOW  ALL MEN BY THESE PRESENTS, that the undersigned constitutes and
   appoints H.  L. Fuller, R. D.  Cadieux, L. D.  Thomas and F. S.  Addy, and
   each of them, his or her  true and lawful attorney-in-fact and agent, with
   full power of substitution and  resubstitution, for him or her and  in his
   or her  name, place and stead, in any and  all capacities, to sign (i) any
   and all  Amoco Corporation registration statements  and amendments thereto
   relating to  issuance,  through or  in  connection with  employee  benefit
   plans,  of Amoco  Corporation common  stock and  plan interests,  and (ii)
   annual reports of Amoco Corporation on Form 10-K, for any fiscal year, and
   (iii)  any and all amendments to Registration Statements Nos. 33-11635 and
   33-22897  on  Form S-3,  and  to file  the  same with  the  Securities and
   Exchange Commission, with all exhibits thereto, and all other documents as
   may be  necessary or  appropriate in  connection therewith,  granting unto
   said  attorney-in-fact and  agent,  full power  and  authority to  do  and
   perform each and  every act and thing which said  attorneys and agents, or
   any of them, deem advisable to enable Amoco Corporation to comply with the
   federal or state securities  laws, and any requirements or  regulations in
   respect thereto,  as fully to all intents and purposes  as he or she might
   or could  do in person, and the undersigned does hereby ratify and confirm
   all  that  said   attorney-in-fact  and  agent,   or  his  substitute   or
   substitutes, may lawfully do or cause to be done by virtue hereof.

        IN  WITNESS  WHEREOF,  the undersigned  has  executed  this power  of
   attorney on the 15th day of October, 1991.




                                                 P. J. EARLY
                                                 Signature


                                                 P. J. Early
                                                 Print Name
<PAGE>
<PAGE>










                               POWER OF ATTORNEY


        KNOW  ALL MEN BY THESE PRESENTS, that the undersigned constitutes and
   appoints H.  L. Fuller, R. D.  Cadieux, L. D.  Thomas and F. S.  Addy, and
   each of them, his or her  true and lawful attorney-in-fact and agent, with
   full power of substitution and  resubstitution, for him or her and  in his
   or her  name, place and stead, in any and  all capacities, to sign (i) any
   and all  Amoco Corporation registration statements  and amendments thereto
   relating to  issuance,  through or  in  connection with  employee  benefit
   plans,  of Amoco  Corporation common  stock and  plan interests,  and (ii)
   annual reports of Amoco Corporation on Form 10-K, for any fiscal year, and
   (iii)  any and all amendments to Registration Statements Nos. 33-11635 and
   33-22897  on  Form S-3,  and  to file  the  same with  the  Securities and
   Exchange Commission, with all exhibits thereto, and all other documents as
   may be  necessary or  appropriate in  connection therewith,  granting unto
   said  attorney-in-fact and  agent,  full power  and  authority to  do  and
   perform each and  every act and thing which said  attorneys and agents, or
   any of them, deem advisable to enable Amoco Corporation to comply with the
   federal or state securities  laws, and any requirements or  regulations in
   respect thereto,  as fully to all intents and purposes  as he or she might
   or could  do in person, and the undersigned does hereby ratify and confirm
   all  that  said   attorney-in-fact  and  agent,   or  his  substitute   or
   substitutes, may lawfully do or cause to be done by virtue hereof.

        IN  WITNESS  WHEREOF,  the undersigned  has  executed  this power  of
   attorney on the 17th day of October, 1991.




                                                 DONALD R. BEALL
                                                 Signature


                                                 Donald R. Beall
                                                 Print Name
<PAGE>
<PAGE>










                               POWER OF ATTORNEY


        KNOW  ALL MEN BY THESE PRESENTS, that the undersigned constitutes and
   appoints H.  L. Fuller, R. D.  Cadieux, L. D.  Thomas and F. S.  Addy, and
   each of them, his or her  true and lawful attorney-in-fact and agent, with
   full power of substitution and  resubstitution, for him or her and  in his
   or her  name, place and stead, in any and  all capacities, to sign (i) any
   and all  Amoco Corporation registration statements  and amendments thereto
   relating to  issuance,  through or  in  connection with  employee  benefit
   plans,  of Amoco  Corporation common  stock and  plan interests,  and (ii)
   annual reports of Amoco Corporation on Form 10-K, for any fiscal year, and
   (iii)  any and all amendments to Registration Statements Nos. 33-11635 and
   33-22897  on  Form S-3,  and  to file  the  same with  the  Securities and
   Exchange Commission, with all exhibits thereto, and all other documents as
   may be  necessary or  appropriate in  connection therewith,  granting unto
   said  attorney-in-fact and  agent,  full power  and  authority to  do  and
   perform each and  every act and thing which said  attorneys and agents, or
   any of them, deem advisable to enable Amoco Corporation to comply with the
   federal or state securities  laws, and any requirements or  regulations in
   respect thereto,  as fully to all intents and purposes  as he or she might
   or could  do in person, and the undersigned does hereby ratify and confirm
   all  that  said   attorney-in-fact  and  agent,   or  his  substitute   or
   substitutes, may lawfully do or cause to be done by virtue hereof.

        IN  WITNESS  WHEREOF,  the undersigned  has  executed  this power  of
   attorney on the 21st day of October, 1991.




                                                 RUTH BLOCK
                                                 Signature


                                                 Ruth Block
                                                 Print Name
<PAGE>
<PAGE>









                               POWER OF ATTORNEY


        KNOW  ALL MEN BY THESE PRESENTS, that the undersigned constitutes and
   appoints H.  L. Fuller, R.  D. Cadieux, L. D.  Thomas and F.  S. Addy, and
   each of them, his or her true and lawful attorney-in-fact  and agent, with
   full power of  substitution and resubstitution, for him or  her and in his
   or her name, place and  stead, in any and all capacities, to  sign (i) any
   and all  Amoco Corporation registration statements  and amendments thereto
   relating  to issuance,  through  or in  connection  with employee  benefit
   plans,  of Amoco  Corporation common  stock and  plan interests,  and (ii)
   annual reports of Amoco Corporation on Form 10-K, for any fiscal year, and
   (iii)  any and all amendments to Registration Statements Nos. 33-11635 and
   33-22897 on  Form  S-3, and  to  file the  same  with the  Securities  and
   Exchange Commission, with all exhibits thereto, and all other documents as
   may  be necessary  or appropriate  in connection therewith,  granting unto
   said  attorney-in-fact and  agent,  full power  and  authority to  do  and
   perform  each and every act and thing  which said attorneys and agents, or
   any of them, deem advisable to enable Amoco Corporation to comply with the
   federal or state securities  laws, and any requirements or  regulations in
   respect thereto, as fully  to all intents and purposes as  he or she might
   or could do in person, and  the undersigned does hereby ratify and confirm
   all   that  said  attorney-in-fact   and  agent,  or   his  substitute  or
   substitutes, may lawfully do or cause to be done by virtue hereof.

        IN  WITNESS  WHEREOF, the  undersigned  has  executed this  power  of
   attorney on the 22nd day of October, 1991.




                                                 JOHN H. BRYAN
                                                 Signature


                                                 John H. Bryan
                                                 Print Name
<PAGE>
<PAGE>










                               POWER OF ATTORNEY


        KNOW  ALL MEN BY THESE PRESENTS, that the undersigned constitutes and
   appoints H.  L. Fuller, R. D.  Cadieux, L. D.  Thomas and F. S.  Addy, and
   each of them, his or her  true and lawful attorney-in-fact and agent, with
   full power of substitution and  resubstitution, for him or her and  in his
   or her  name, place and stead, in any and  all capacities, to sign (i) any
   and all  Amoco Corporation registration statements  and amendments thereto
   relating to  issuance,  through or  in  connection with  employee  benefit
   plans,  of Amoco  Corporation common  stock and  plan interests,  and (ii)
   annual reports of Amoco Corporation on Form 10-K, for any fiscal year, and
   (iii)  any and all amendments to Registration Statements Nos. 33-11635 and
   33-22897  on  Form S-3,  and  to file  the  same with  the  Securities and
   Exchange Commission, with all exhibits thereto, and all other documents as
   may be  necessary or  appropriate in  connection therewith,  granting unto
   said  attorney-in-fact and  agent,  full power  and  authority to  do  and
   perform each and  every act and thing which said  attorneys and agents, or
   any of them, deem advisable to enable Amoco Corporation to comply with the
   federal or state securities  laws, and any requirements or  regulations in
   respect thereto,  as fully to all intents and purposes  as he or she might
   or could  do in person, and the undersigned does hereby ratify and confirm
   all  that  said   attorney-in-fact  and  agent,   or  his  substitute   or
   substitutes, may lawfully do or cause to be done by virtue hereof.

        IN  WITNESS  WHEREOF,  the undersigned  has  executed  this power  of
   attorney on the 21st day of October, 1991.




                                                 ERROLL DAVIS
                                                 Signature


                                                 Erroll Davis
                                                 Print Name
<PAGE>
<PAGE>










                               POWER OF ATTORNEY


        KNOW  ALL MEN BY THESE PRESENTS, that the undersigned constitutes and
   appoints H.  L. Fuller, R. D.  Cadieux, L. D.  Thomas and F. S.  Addy, and
   each of them, his or her  true and lawful attorney-in-fact and agent, with
   full power of substitution and  resubstitution, for him or her and  in his
   or her  name, place and stead, in any and  all capacities, to sign (i) any
   and all  Amoco Corporation registration statements  and amendments thereto
   relating to  issuance,  through or  in  connection with  employee  benefit
   plans,  of Amoco  Corporation common  stock and  plan interests,  and (ii)
   annual reports of Amoco Corporation on Form 10-K, for any fiscal year, and
   (iii)  any and all amendments to Registration Statements Nos. 33-11635 and
   33-22897  on  Form S-3,  and  to file  the  same with  the  Securities and
   Exchange Commission, with all exhibits thereto, and all other documents as
   may be  necessary or  appropriate in  connection therewith,  granting unto
   said  attorney-in-fact and  agent,  full power  and  authority to  do  and
   perform each and  every act and thing which said  attorneys and agents, or
   any of them, deem advisable to enable Amoco Corporation to comply with the
   federal or state securities  laws, and any requirements or  regulations in
   respect thereto,  as fully to all intents and purposes  as he or she might
   or could  do in person, and the undersigned does hereby ratify and confirm
   all  that  said   attorney-in-fact  and  agent,   or  his  substitute   or
   substitutes, may lawfully do or cause to be done by virtue hereof.

        IN  WITNESS  WHEREOF,  the undersigned  has  executed  this power  of
   attorney on the 22nd day of October, 1991.




                                                 RICHARD FERRIS
                                                 Signature


                                                 Richard Ferris
                                                 Print Name
<PAGE>
<PAGE>










                               POWER OF ATTORNEY


        KNOW  ALL MEN BY THESE PRESENTS, that the undersigned constitutes and
   appoints H.  L. Fuller, R. D.  Cadieux, L. D.  Thomas and F. S.  Addy, and
   each of them, his or her  true and lawful attorney-in-fact and agent, with
   full power of substitution and  resubstitution, for him or her and  in his
   or her  name, place and stead, in any and  all capacities, to sign (i) any
   and all  Amoco Corporation registration statements  and amendments thereto
   relating to  issuance,  through or  in  connection with  employee  benefit
   plans,  of Amoco  Corporation common  stock and  plan interests,  and (ii)
   annual reports of Amoco Corporation on Form 10-K, for any fiscal year, and
   (iii)  any and all amendments to Registration Statements Nos. 33-11635 and
   33-22897  on  Form S-3,  and  to file  the  same with  the  Securities and
   Exchange Commission, with all exhibits thereto, and all other documents as
   may be  necessary or  appropriate in  connection therewith,  granting unto
   said  attorney-in-fact and  agent,  full power  and  authority to  do  and
   perform each and  every act and thing which said  attorneys and agents, or
   any of them, deem advisable to enable Amoco Corporation to comply with the
   federal or state securities  laws, and any requirements or  regulations in
   respect thereto,  as fully to all intents and purposes  as he or she might
   or could  do in person, and the undersigned does hereby ratify and confirm
   all  that  said   attorney-in-fact  and  agent,   or  his  substitute   or
   substitutes, may lawfully do or cause to be done by virtue hereof.

        IN  WITNESS  WHEREOF,  the undersigned  has  executed  this power  of
   attorney on the 25th day of October, 1991.




                                                 ROBERT H. MALOTT
                                                 Signature


                                                 Robert H. Malott
                                                 Print Name
<PAGE>
<PAGE>








                               POWER OF ATTORNEY



        KNOW  ALL MEN BY THESE PRESENTS, that the undersigned constitutes and
   appoints H. L. Fuller, L. D. Thomas, and F. S. Addy, and each of them, his
   or her true  and lawful  attorney-in-fact and  agent, with  full power  of
   substitution and  resubstitution, for him or  her and in his  or her name,
   place  and stead, in any and all capacities, to sign (i) any and all Amoco
   Corporation  registration statements  and amendments  thereto  relating to
   issuance, through or in  connection with employee benefit plans,  of Amoco
   Corporation  common stock and plan  interests, and (ii)  annual reports of
   Amoco Corporation on Form 10-K, for any fiscal year, and (iii) any and all
   amendments to Registration  Statements Nos. 33-11635 and  33-22897 on Form
   S-3, and  to file the  same with the  Securities and Exchange  Commission,
   with all exhibits thereto, and all other documents as may  be necessary or
   appropriate in connection therewith,  granting unto said  attorney-in-fact
   and agent, full  power and authority to do and perform  each and every act
   and thing which said attorneys and agents, or any of  them, deem advisable
   to enable Amoco Corporation to comply with the federal or state securities
   laws, and  any requirements or regulations in respect thereto, as fully to
   all intents and purposes as he or she might or could do in person, and the
   undersigned does hereby ratify and  confirm all that said attorney-in-fact
   and agent, or his substitute  or substitutes, may lawfully do or  cause to
   be done by virtue hereof.

        IN  WITNESS  WHEREOF, the  undersigned  has  executed this  power  of
   attorney on the 2nd day of July, 1993.



                                         WALTER E. MASSEY
                                         Signature


                                         Walter E. Massey
                                         Print Name
<PAGE>
<PAGE>









                               POWER OF ATTORNEY


        KNOW  ALL MEN BY THESE PRESENTS, that the undersigned constitutes and
   appoints H.  L. Fuller, R.  D. Cadieux, L. D.  Thomas and F.  S. Addy, and
   each of them, his or her true and lawful attorney-in-fact  and agent, with
   full power of  substitution and resubstitution, for him or  her and in his
   or her name, place and  stead, in any and all capacities, to  sign (i) any
   and all  Amoco Corporation registration statements  and amendments thereto
   relating  to issuance,  through  or in  connection  with employee  benefit
   plans,  of Amoco  Corporation common  stock and  plan interests,  and (ii)
   annual reports of Amoco Corporation on Form 10-K, for any fiscal year, and
   (iii)  any and all amendments to Registration Statements Nos. 33-11635 and
   33-22897 on  Form  S-3, and  to  file the  same  with the  Securities  and
   Exchange Commission, with all exhibits thereto, and all other documents as
   may  be necessary  or appropriate  in connection therewith,  granting unto
   said  attorney-in-fact and  agent,  full power  and  authority to  do  and
   perform  each and every act and thing  which said attorneys and agents, or
   any of them, deem advisable to enable Amoco Corporation to comply with the
   federal or state securities  laws, and any requirements or  regulations in
   respect thereto, as fully  to all intents and purposes as  he or she might
   or could do in person, and  the undersigned does hereby ratify and confirm
   all   that  said  attorney-in-fact   and  agent,  or   his  substitute  or
   substitutes, may lawfully do or cause to be done by virtue hereof.

        IN  WITNESS  WHEREOF, the  undersigned  has  executed this  power  of
   attorney on the 18th day of October, 1991.




                                                 MARTHA R. SEGER
                                                 Signature


                                                 Martha  R. Seger
                                                 Print Name
<PAGE>
<PAGE>








                               POWER OF ATTORNEY



        KNOW  ALL MEN BY THESE PRESENTS, that the undersigned constitutes and
   appoints H. L. Fuller, L. D. Thomas, and F. S. Addy, and each of them, his
   or her true  and lawful  attorney-in-fact and  agent, with  full power  of
   substitution and  resubstitution, for him or  her and in his  or her name,
   place  and stead, in any and all capacities, to sign (i) any and all Amoco
   Corporation  registration statements  and amendments  thereto  relating to
   issuance, through or in  connection with employee benefit plans,  of Amoco
   Corporation  common stock and plan  interests, and (ii)  annual reports of
   Amoco Corporation on Form 10-K, for any fiscal year, and (iii) any and all
   amendments to Registration  Statements Nos. 33-11635 and  33-22897 on Form
   S-3, and  to file the  same with the  Securities and Exchange  Commission,
   with all exhibits thereto, and all other documents as may  be necessary or
   appropriate in connection therewith,  granting unto said  attorney-in-fact
   and agent, full  power and authority to do and perform  each and every act
   and thing which said attorneys and agents, or any of  them, deem advisable
   to enable Amoco Corporation to comply with the federal or state securities
   laws, and  any requirements or regulations in respect thereto, as fully to
   all intents and purposes as he or she might or could do in person, and the
   undersigned does hereby ratify and  confirm all that said attorney-in-fact
   and agent, or his substitute  or substitutes, may lawfully do or  cause to
   be done by virtue hereof.

        IN  WITNESS  WHEREOF, the  undersigned  has  executed this  power  of
   attorney on the 23rd day of February, 1994.



                                         MICHAEL WILSON
                                         Signature


                                         Michael Wilson
                                         Print Name
<PAGE>
<PAGE>









                               POWER OF ATTORNEY


        KNOW  ALL MEN BY THESE PRESENTS, that the undersigned constitutes and
   appoints H.  L. Fuller, R.  D. Cadieux, L. D.  Thomas and F.  S. Addy, and
   each of them, his or her true and lawful attorney-in-fact  and agent, with
   full power of  substitution and resubstitution, for him or  her and in his
   or her name, place and  stead, in any and all capacities, to  sign (i) any
   and all  Amoco Corporation registration statements  and amendments thereto
   relating  to issuance,  through  or in  connection  with employee  benefit
   plans,  of Amoco  Corporation common  stock and  plan interests,  and (ii)
   annual reports of Amoco Corporation on Form 10-K, for any fiscal year, and
   (iii)  any and all amendments to Registration Statements Nos. 33-11635 and
   33-22897 on  Form  S-3, and  to  file the  same  with the  Securities  and
   Exchange Commission, with all exhibits thereto, and all other documents as
   may  be necessary  or appropriate  in connection therewith,  granting unto
   said  attorney-in-fact and  agent,  full power  and  authority to  do  and
   perform  each and every act and thing  which said attorneys and agents, or
   any of them, deem advisable to enable Amoco Corporation to comply with the
   federal or state securities  laws, and any requirements or  regulations in
   respect thereto, as fully  to all intents and purposes as  he or she might
   or could do in person, and  the undersigned does hereby ratify and confirm
   all   that  said  attorney-in-fact   and  agent,  or   his  substitute  or
   substitutes, may lawfully do or cause to be done by virtue hereof.

        IN  WITNESS  WHEREOF, the  undersigned  has  executed this  power  of
   attorney on the 17th day of October, 1991.




                                                 RICHARD D. WOOD
                                                 Signature


                                                 Richard  D. Wood
                                                 Print Name
<PAGE>



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