AMOCO CORP, DEF 14A, 1994-03-14

AMOCO CORP
DEF 14A, 1994-03-14
PETROLEUM REFINING

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SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of
the Securities Exchange Act of 1934

Filed by the Registrant / /

Filed by a Party other than the Registrant / /

Check the appropriate box:

/ / Preliminary Proxy Statement
/X/ Definitive Proxy Statement
/ / Definitive Additional Materials
/X/ Soliciting material Pursuant to Section 240.14a-11(c) or Section

Amoco Corporation
- --------------------------------------------------------------------------------
(Name of Registrant as Specified In Its Charter)

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(Name of Person(s) Filing Proxy Statement) Payment of Filing Fee (Check the
appropriate box):
/X/ $125 per Exchange Act Rules 0-11(c)(1)(ii), 14a-6(i)(1), or 14a-6(i)(2)
/ / $500 per each party to the controversy pursuant to Exchange Act Rule 14a-
6(i)(3)
/ / Fee computed on table below per Exchange Act Rules 14a-6(i)(4) and 0-11

1) Title of each class of securities to which transaction applies:
______________________________________________________________________
2) Aggregate number of securities to which transaction applies:
______________________________________________________________________
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11:*
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4) Proposed maximum aggregate value of transaction:
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* Set forth the amount on which the filing fee is calculated and state how it
was determined.

/ / Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.

1) Amount Previously Paid:
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2) Form, Schedule or Registration Statement No.:
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4) Date Filed:
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Notice of
Annual Meeting
of Shareholders
April 26, 1994 and
Proxy Statement

[logo] Amoco Corporation

Amoco Corporation
200 E. Randolph Drive
Chicago, IL 60601

March 14, 1994

Notice of Annual Meeting of Shareholders
To be Held April 26, 1994

To the Shareholders of Amoco Corporation:

The Annual Meeting of Shareholders of Amoco Corporation will be held in the
Arthur Rubloff Auditorium of The Art Institute of Chicago, Columbus Drive and
East Monroe Street (east entrance), Chicago, Illinois, at 9:30 a.m., Chicago
time, on Tuesday, April 26, 1994, to consider and vote upon:

The election of five directors, each for a three-year term and the election of
one director for a two-year term;

The appointment of Price Waterhouse as independent accountants for 1994;

The shareholder proposal set forth on pages 18 and 19 of the accompanying Proxy
Statement, which is opposed by the Board of Directors; and

Other business that may properly be brought before the meeting, as described in
the accompanying Proxy Statement.

Shareholders of record at the close of business on February 16, 1994 will be
entitled to notice of and to vote at such Annual Meeting or any adjournment
thereof.

By order of the Board of Directors,

Patricia A. Brandin
Corporate Secretary

Even though you may plan to attend the meeting, please fill in, sign, and return
your proxy in the enclosed envelope. To vote by proxy you must return your
signed proxy. Thank you for responding promptly and saving your Corporation the
expense of a second mailing.

1
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Proxy Statement

Voting and Proxy

The enclosed proxy is being solicited by the Board of Directors of Amoco
Corporation and will be voted at the Annual Meeting of Shareholders on April 26,
1994, unless revoked prior to the voting thereof by filing with the Corporate
Secretary an instrument revoking it, by executing a later-dated proxy, or by
voting in person by ballot at the meeting.

The solicitation of proxies will be by mail and the cost will be borne directly
by the Corporation. D.F. King & Co., Inc. has been retained by the Corporation
to solicit proxies from banks, brokers, nominees, and other institutional
holders for a fee of $15,000 plus reimbursement of out-of-pocket expenses.
Additionally, officers and other Corporation employees may solicit proxies by
telephone, telegram, or in person. Upon request, the Corporation will reimburse
banks, brokers, nominees, and related fiduciaries for reasonable expenses
incurred by them in sending annual reports and proxy materials to beneficial
owners of the Corporation's stock.

It is Amoco's policy that all proxies, ballots, and voting tabulations that
identify shareholders be kept confidential, except where disclosure may be
required by applicable law or is expressly requested by a shareholder, where
shareholders write comments on their proxy forms, and in limited circumstances
such as a proxy solicitation not approved and recommended by the Board of
Directors. The Inspectors of Election and the tabulators of all proxies,
ballots, and voting tabulations that identify shareholders are independent and
not employees of the Corporation.

As of February 16, 1994, the record date for this Annual Meeting, there were
496,416,381 shares of Amoco Corporation common stock outstanding. At the Annual
Meeting each shareholder of record at the close of business on the record date
will be entitled to one vote for each share registered in that shareholder's
name. Any person acquiring title to stock after that date will be entitled to
one vote for each full share for which a proxy has been received by such person
from the shareholder of record.

The election of directors is decided by a plurality of the votes cast by the
shares entitled to vote in the election. Action on a matter other than the
election of directors is approved if the number of shares cast "for" the
proposal exceeds the number of shares cast "against" the proposal. "Abstain"
votes and "broker non-votes" are not included in determining the outcomes of
matters being acted upon. They are used only for determining a meeting quorum,
which is defined as a majority of the shares of Amoco Corporation common stock
outstanding as of February 16, 1994, whether represented in person or by proxy
at the meeting.

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As of February 16, 1994, State Street Bank and Trust Company held of record
35,009,322 shares (7.05 percent of Amoco's outstanding shares of common stock)
as trustee under the Amoco Employee Savings Plan and as trustee under the Amoco
Performance Share Plan. State Street Bank will have the power at the Annual
Meeting to vote any of such shares for which plan participants do not give
timely voting directions.

A copy of the Corporation's annual report for 1993 has been mailed to each
shareholder's address of record.

Election of Directors

The Articles of Incorporation provide for the classification of the Board of
Directors into three classes of membership with terms expiring on different
Annual Meeting dates. Approximately one-third of the members of the Board of
Directors are nominated each year to serve for a term of three years, or such
lesser term as is consistent with the class. Under the Board of Directors
retirement policy, employee directors retire at age 65, and non-employee
directors retire as of the next Annual Meeting held after the director reaches
age 70.

The Board of Directors at its meeting held January 25, 1994 selected the
following five nominees recommended by the Nominating Committee for election as
directors at the Annual Meeting for three year terms expiring on the date of the
Annual Meeting in 1997 and until their successors are elected and qualified:
Erroll B. Davis, Jr., Patrick J. Early, H. Laurance Fuller, Martha R. Seger, and
Richard D. Wood. All are current directors of Amoco. At the same meeting the
Board also nominated Floris A. Maljers, a new candidate for membership on
Amoco's Board of Directors, for a two-year term expiring on the date of the
Annual Meeting in 1996 and until his successor is elected and qualified.

It is intended that proxies will be voted to elect as directors the six nominees
named above. The affirmative vote of a plurality of the shares voting is
required for election of a director. The Board has been informed that all
nominees are willing to serve as directors, but if any nominee is unable or
declines to serve, an event the Board does not expect, proxies will be voted for
the election of a substitute nominee, or the Board will reduce the number of
directorships.

A short biography follows of each nominee for election as director and of each
current director as of the date of this Proxy Statement.

<PAGE>

Nominees for Director

Erroll B. Davis, Jr.

Age 49, Director's Term Expiring 1994

President and Chief Executive Officer, Wisconsin Power and Light Company and WPL
Holdings, Inc., Madison, WI (Regulated utility and environmental, energy, and
real estate development)

Mr. Davis, a director of Amoco Corporation since 1991, is president and chief
executive officer and a director of Wisconsin Power and Light Company and its
parent company, WPL Holdings, Inc. Mr. Davis joined Wisconsin Power and Light
Company in 1978. He became president in 1987 and chief executive officer in
1988. He was elected president and chief executive officer of WPL Holdings in
1990. Prior to joining Wisconsin Power and Light, he served on the corporate
financial staffs of Ford Motor Company and Xerox Corporation. Mr. Davis is a
director of the Sentry Insurance Company, the Wisconsin Utilities Association,
and the American Gas Association. He also serves on the University of Wisconsin
System Board of Regents and is a member of the board of trustees of
Carnegie-Mellon University.

Patrick J. Early

Age 61, Director's Term Expiring 1994

Vice Chairman, Amoco Corporation

Mr. Early was elected vice chairman of the board of Amoco Corporation effective
July 1, 1992 and has been an Amoco Corporation director since 1989. Mr. Early
has general responsibility for Amoco Corporation's Environment, Health and
Safety, Crisis Management, and Information Technology functions, as well as for
Amoco Production Company. He was president of Amoco Production Company from 1987
through June, 1992, and before that he had served as its executive vice
president (USA) and senior vice president, production. Mr. Early, a petroleum
engineer, joined Amoco Production Company in 1955. He is a director of Chicago's
Children's Memorial Hospital, a trustee of the Museum of Science and Industry, a
member of the board of advisors of Catholic Charities of Chicago, and a Trustee
of the National Urban League. Mr. Early is a director of the American Petroleum
Institute and also a member of the Society of Petroleum Engineers.

H. Laurance Fuller

Age 55, Director's Term Expiring 1994

Chairman, President, and Chief Executive Officer, Amoco Corporation

<PAGE>

Mr. Fuller was elected chairman of the board and chief executive officer of
Amoco Corporation on February 27, 1991. Since 1983 he has served as president, a
position he continues to hold. He has been a director of Amoco Corporation since
1981, when he also became an executive vice president. From 1978 until 1981 Mr.
Fuller was president of Amoco Oil Company. Since joining Amoco in 1961, Mr.
Fuller has served as a chemical engineer, an attorney, and a refinery manager,
and he has held managerial assignments in transportation, marketing, and supply.
He is a director of The Chase Manhattan Corporation, The Chase Manhattan Bank,
N.A., and Abbott Laboratories. He also serves on the boards of Catalyst, the
American Petroleum Institute, and the Rehabilitation Institute of Chicago. He is
a trustee of The Orchestral Association and of Northwestern University.

Floris A. Maljers

Age 60, Nominated for Director's Term Expiring 1996

Chairman of Unilever N.V. and Vice Chairman of Unilever PLC, Rotterdam, the
Netherlands (Manufacturer of food products, detergents, and toiletries)

Mr. Maljers is the chairman of Unilever N.V. and vice chairman of Unilever PLC.
He joined Unilever in 1959 and worked in a number of Unilever subsidiary
positions prior to becoming chairman of Van den Bergh en Jurgens in 1970. He was
appointed to the main boards of Unilever N.V. and Unilever PLC in 1974, became a
member of the Unilever Special Committee in 1982, and was appointed to his
current positions in 1984. Mr. Maljers is a member of the Supervisory Board of
ABN/AMRO Bank, KLM Royal Dutch Airlines, and Phillips Electronics NV. He is
chairman of the Concertgebouw Foundation, Amsterdam, vice chairman of the
European Round Table of Industrialists, and a governor of the European Policy
Forum. In 1988 he was appointed Knight in the Order of the Netherlands Lion. In
March, 1982 Mr. Maljers was appointed Honorary Knight Commander of the Most
Excellent Order of the British Empire. He is also a commander in the Order of
Merit (Portugal).

Martha R. Seger

Age 62, Director's Term Expiring 1994

Financial Economist and former Governor of the Federal Reserve Board,
Washington, D.C.

Dr. Seger, a director of Amoco Corporation since 1991, served as a member of the
Board of Governors of the Federal Reserve System from 1984 to 1991. She is now a
Distinguished Visiting Professor of Finance at Central Michigan University. From
1991 to 1993, she was the John M. Olin Distinguished Fellow in the Eller Center
for the Study of the Private Market Economy at the University of Arizona,

<PAGE>

Tucson. Dr. Seger previously served as vice president and chief economist for
the Detroit Bank and Trust (now Comerica) and taught finance and economics
courses at three universities, including the University of Michigan. Dr. Seger
serves as a director of Fluor Corporation, Xerox Corporation, The Kroger Co.,
Johnson Controls, Inc., Capital Holding Corporation, and Tucson Electric Power
Company. She also serves on the boards of the National Chamber Foundation and
the Institute for Research on the Economics of Taxation.

Richard D. Wood

Age 67, Director's Term Expiring 1994

Chairman (Retired), Eli Lilly and Company, Indianapolis, IN (Manufacturer of
pharmaceuticals, medical instrument systems, diagnostic products, and animal
health products)

Mr. Wood, a director of Amoco Corporation since 1973, retired as chairman of the
board of Eli Lilly and Company in June, 1993. In 1991 he retired as president
and chief executive officer of that company. Mr. Wood joined Lilly in 1950, was
elected vice president in 1970, executive vice president in 1971, president in
1972, and chairman in 1973. He is a director of Eli Lilly and Company, Chemical
Banking Corporation and Chemical Bank, The Chubb Corporation, and Dow Jones &
Company, Inc. He serves as vice chairman of the advisory board of CID Equity
Partners. Mr. Wood is a trustee of DePauw University and of the Indianapolis
Museum of Art, and he is chairman of the Indiana State Symphony Society.

<PAGE>

Current Directors

Frederick S. Addy

Age 62, Retiring April 1, 1994

Executive Vice President, Amoco Corporation

Mr. Addy, an Amoco employee since 1957, will retire from the Board and from
Amoco Corporation effective April 1, 1994. Mr. Addy was elected an executive
vice president and a director of Amoco Corporation in 1990, when he also became
Amoco's chief financial officer. He was Amoco's vice president, finance, from
1983 to 1990, and before that he was vice president, financial operations, and
vice president and treasurer. Mr. Addy is a member of the American Society of
Petroleum Engineers and the American Petroleum Institute. He is a director of
Baker, Fentress & Company, Pierpont Funds, and Amoco Canada Petroleum Company,
Ltd. He is chairman of the board of trustees of Roosevelt University and serves
on the boards of the United Way of Chicago, the Chicago Council of the Boy
Scouts of America, and Lake Forest College.

Donald R. Beall

Age 55, Director's Term Expiring 1996

Chairman and Chief Executive Officer, Rockwell International Corporation, Seal
Beach, CA (Manufacturer of electronics, aerospace, automotive, and graphics
products)

Mr. Beall, a director of Amoco Corporation since 1991, is chairman of the board
and chief executive officer of Rockwell International Corporation. He joined
Rockwell in 1968 and served in a number of senior management positions prior to
becoming executive vice president in 1977 and president in 1979. He was elected
to his current position in 1988. Mr. Beall is a director of The Times Mirror
Company and of The Procter & Gamble Company. He is a trustee of the California
Institute of Technology, a member of the University of California-Irvine board
of overseers, and a trustee of the Center for Strategic and International
Studies. Mr. Beall is a member of The Business Council, The Business Roundtable,
and the Council on Competitiveness.

Ruth S. Block

Age 63, Director's Term Expiring 1995

Executive Vice President and Chief Insurance Officer (Retired), The Equitable
Companies, New York, NY (Insurance and financial services)

<PAGE>

Mrs. Block, a director of Amoco Corporation since 1986, was executive vice
president and chief insurance officer of The Equitable Companies until her
retirement in 1987. She joined The Equitable in 1952, was elected vice president
in 1973, senior vice president in 1977, and executive vice president in 1980.
Mrs. Block served as chairman and chief executive officer of the Equitable
Variable Life Insurance Company from 1980 to 1984. She is a director of Ecolab,
Inc., 38 Alliance Capital Mutual Funds, and St. Luke's Community Services. She
is a member of Business Executives for National Security, Committee of 200, and
the Women's Forum.

John H. Bryan

Age 57, Director's Term Expiring 1995

Chairman and Chief Executive Officer, Sara Lee Corporation, Chicago, IL (Global
manufacturer and marketer of brand name products)

Mr. Bryan, a director of Amoco Corporation since 1982, is chairman of the board
and chief executive officer of Sara Lee Corporation. Mr. Bryan was elected
president of Sara Lee Corporation in 1974 and chairman in 1976. He is a director
of First Chicago Corporation, The First National Bank of Chicago, and General
Motors Corporation. He is also a director of the Grocery Manufacturers of
America and a member of The Business Roundtable and The Business Council. Mr.
Bryan serves as vice president and a trustee of The Art Institute of Chicago and
as a trustee of the University of Chicago and of Rush-Presbyterian-St. Luke's
Medical Center. He is chairman of Catalyst and a director of the United
Way/Crusade of Mercy of Metropolitan Chicago.

Richard J. Ferris

Age 57, Director's Term Expiring 1996

Co-Chairman, Doubletree Partnership, Phoenix, AZ (Hotel property management)

Mr. Ferris, a director of Amoco Corporation since 1981, is co-chairman of
Doubletree Partnership. He was chairman of the board, president, and chief
executive officer of UAL, Inc. from April, 1976 through June, 1987. Mr. Ferris
is a director of The Procter & Gamble Company and serves on the boards of the
Evanston Hospital Corporation and the P.G.A. Tour. He is a Governor of the
Northwestern Health Care Network.

Robert H. Malott

Age 67, Director's Term Expiring 1996

Chairman, Executive Committee, FMC Corporation, Chicago, IL

<PAGE>

(Producer of machinery and chemicals)

Mr. Malott, a director of Amoco Corporation since 1973, is a director and serves
as chairman of the executive committee of FMC Corporation. In 1991 he retired as
chairman of the board and chief executive officer of FMC Corporation, which he
joined in 1952. He is a director of United Technologies Corporation, RBX
Corporation, and Swiss Bank Corporation (Council of International Advisors). He
also serves on the boards of the National Museum of Natural History (chairman),
National Park Foundation, The Aspen Institute, the Lyric Opera of Chicago,
American Enterprise Institute, the Hoover Institution, Argonne National
Laboratories, and the University of Chicago. He is a member of The Business
Council and the Policy Committee of the Illinois Business Roundtable.

Walter E. Massey

Age 55, Director's Term Expiring 1995

Provost and Senior Vice President - Academic Affairs for The University of
California System, Oakland, CA

Dr. Massey resumed his position on Amoco's Board in June, 1993, after having
served as an Amoco director from 1983 through March 1, 1991. Dr. Massey is
Provost and Senior Vice President - Academic Affairs for The University of
California System, a position he accepted in April, 1993. He went to the
University from his position as Director of the National Science Foundation, to
which he had been appointed in 1991 by President Bush. Dr. Massey is a director
of Motorola, BankAmerica Corporation, and Bank of America NT&SA. He previously
served as a director for First National Bank of Chicago, the Tribune Company,
and Materials Corporation. He has served on the National Science Board, the
President's Council of Advisors on Science and Technology, and the Board of
Directors of the MacArthur Foundation. He is a past president of the American
Association for the Advancement of Science and a former vice president of the
American Physical Society.

Lawrason D. Thomas

Age 59, Director's Term Expiring 1996

Vice Chairman, Amoco Corporation

Mr. Thomas, a director since 1989, was elected vice chairman of the board of
Amoco Corporation effective July 1, 1992. In 1990 he was elected executive vice
president of Amoco after having been president of Amoco Oil Company from 1981 to
1989. Mr. Thomas has general responsibility for Amoco Corporation's supply and
technology functions and for Amoco Chemical Company, Amoco Oil Company, and
Amoco Technology Company. He is a director of Rust International, Inc.,
Boulevard Bancorp, Inc., Evanston Hospital,

<PAGE>

America-China Society, National Merit Scholarship Corp., American Petroleum
Institute, the National Association of Manufacturers, The Illinois Coalition,
and the Chicago Area Central Committee. He is a member of the advisory committee
of the University of Michigan, the Council for the Johns Hopkins
University-Nanjing University Center for Chinese and American Studies, and
serves as chairman of the advisory board of Inroads/Chicago, Inc. Mr. Thomas, a
chemical engineer, joined Amoco in 1958.

Michael H. Wilson

Age 56, Director's Term Expiring 1995

Chairman, Michael Wilson International, Inc., Toronto, Ontario (Advisory
services for international business activities)

Mr. Wilson, a director of Amoco Corporation since 1993, is currently chairman of
Michael Wilson International, Inc., which provides business advisory services to
companies seeking to broaden their international activities, particularly into
emerging markets. He was a Member of Parliament in the Toronto area until his
retirement from politics in October, 1993. He served as Minister of Finance in
the Canadian Government of Prime Minister Brian Mulroney from 1984 to 1991,
following which he was Minister of Industry, Science and Technology and Minister
for International Trade. As Minister of Finance, Mr. Wilson was Canada's
Governor at the International Monetary Fund, and from January, 1990 to April,
1991 he served as Chairman of the Cabinet Committee on Economic and Trade
Policy. Prior to entering politics, Mr. Wilson was in the investment banking
business.

Board of Directors

The business and affairs of the Corporation are managed under the direction of
the Board of Directors, composed of ten non-employee directors and four employee
directors as of the date of this Proxy Statement. Members of the Board keep
informed of the Corporation's business and activities by reports and proposals
sent to them in advance of each Board meeting and reports made to them during
these meetings by the Chairman and other corporate executives. The Board is
advised of actions taken by the Executive Committee and other committees of the
Board as well as significant actions taken by management. In addition, members
of the Board periodically visit facilities of the Corporation and its operating
companies and participate in strategy and financial reviews. Members of
management are available at Board meetings and at other times to answer
questions and to discuss issues.

In 1993, nine meetings of the Board of Directors were held. Each director
attended more than 75 percent of the aggregate number of meetings of the Board
and committees of the Board on which such director served. Attendance at these
meetings averaged 94 percent

<PAGE>

among all directors in 1993.

Committees of the Board

The functions and current membership of the five standing committees of the
Board are described below.

Audit Committee

D. R. Beall, Chairman R. H. Malott
R. S. Block M. R. Seger
R. J. Ferris M. H. Wilson

This committee, which presently consists solely of non-employee directors, was
established in 1970. It recommends to the Board of Directors the engagement of
independent accountants; reviews with the accountants the audit plan, non-audit
services, and fees related to each; reviews the Corporation's internal financial
controls and auditing; reviews annual financial statements before issuance; and
makes appropriate reports and recommendations to the Board. The committee met
four times in 1993.

Compensation and Organization Committee

R. D. Wood, Chairman J. H. Bryan
D. R. Beall R. J. Ferris
R. S. Block

This committee, which presently consists solely of non-employee directors, was
originally established in 1967 as the Directors' Compensation Committee. Renamed
as the Compensation and Organization Committee in 1992, it determines salaries,
bonus awards, and stock option grants for executive officers of the Corporation
and takes all other actions required of it under the Corporation's incentive
programs. The committee reviews executive resources, performance of key
executives, and organization and succession plans. The committee met five times
in 1993.

Environment, Health and Safety Committee

R. H. Malott, Chairman W. E. Massey
E. B. Davis, Jr. L. D. Thomas
P. J. Early R. D. Wood

This committee consists of four non-employee directors and two employee
directors. It was established in 1990 and met four times in 1993. It reviews
Amoco's environmental, health, and safety policies, programs, and standards;
approves the structure of the Compliance Review Program managed by the
Environmental, Health and Safety department; reviews the results and scheduling
of the Compliance Review Program; reviews results, safety trends, spill-response
capabilities, crisis and waste management, waste

<PAGE>

minimization, and product safety; and periodically reviews industry and
nationwide trends and related issues.

Executive Committee

H. L. Fuller, Chairman R. J. Ferris
F. S. Addy R. H. Malott
J. H. Bryan L. D. Thomas
E. B. Davis, Jr. R. D. Wood
P. J. Early

This committee, which was expanded from four to nine members in June, 1993 was
established in 1944. It presently consists of five non-employee directors and
four employee directors. With certain limitations, it functions in place of the
Board of Directors during intervals between regular meetings of the Board. The
committee schedule is subject to call, and it met 12 times during 1993.

Nominating Committee

J. H. Bryan, Chairman R. H. Malott
R. S. Block W. E. Massey
E. B. Davis, Jr. M. R. Seger
R. J. Ferris M. H. Wilson
H. L. Fuller R. D. Wood

This committee, which presently consists of nine non-employee directors and one
employee director, was established in 1978. It makes recommendations to the
Board concerning guidelines and criteria for Board membership, director
candidates, the performance of incumbent directors, and appointments to Board
committees. It reviews and approves the acceptance of directorships offered to
senior officers of the Corporation by other companies. The committee met twice
in 1993. The committee also considers nominees for director recommended by
shareholders. Such recommendations, with relevant supporting data, should be
submitted to the Corporate Secretary of Amoco Corporation.

<PAGE>

Share Ownership of Directors, Director Nominees, and Executive Officers

This table shows the number of shares of the Corporation's common stock
beneficially owned by each individual incumbent director, nominee, and executive
officer named in this Proxy Statement and by all of the then current directors
and executive officers as a group as of January 26, 1994.

Name/Group Number of shares owned
- --------- ----------------------
F. S. Addy . . . . . . . 119,144
D. R. Beall. . . . . . . 2,375
R. S. Block. . . . . . . 2,561
J. H. Bryan. . . . . . . 4,112
E. B. Davis, Jr. . . . . 1,429
P. J. Early. . . . . . . 219,317
R. J. Ferris . . . . . . 4,312
H. L. Fuller . . . . . . 442,136
W. G. Lowrie . . . . . . 156,939
F. A. Maljers. . . . . . 0
R. H. Malott . . . . . . 4,112
W. E. Massey . . . . . . 598
M. R. Seger. . . . . . . 1,268
L. D. Thomas . . . . . . 211,350
M. H. Wilson . . . . . . 212
R. D. Wood . . . . . . . 3,391

Directors and
executive officers
as a group . . . . . . . 1,865,877

<PAGE>

The above share amounts include these shares for which the following have a
right to acquire beneficial ownership within 60 days after January 26, 1994 by
exercising stock options: F.S. Addy, 101,000 shares; P.J. Early, 175,540 shares;
H.L. Fuller, 361,000 shares; W.G. Lowrie, 125,040 shares; L.D. Thomas, 182,360
shares; and directors and executive officers as a group, 1,481,153 shares. Also
included are the shares held in the Amoco Performance Share Plan and those
allocable to the proportionate amount of the Amoco Stock Fund in the Amoco
Employee Savings Plan owned by these employees as of that date. Directors and
executive officers as a group own beneficially less than 1 percent of the
Corporation's common stock.

On the basis of reports and representations submitted by the directors and
executive officers of the Corporation, all Forms 3, 4 and 5 showing ownership of
and changes of ownership in the Corporation's equity securities during 1993 were
timely filed with the Securities and Exchange Commission as required by Section
16(a) of the Securities Exchange Act of 1934.

Transactions With Other Corporations

During 1993, the Corporation and its subsidiaries had purchase and sale
transactions with unaffiliated companies of which certain of the Corporation's
non-employee directors or director nominees were executive officers or
directors. Such transactions were made in the ordinary course of business at
competitive prices and terms and are not considered material.

Non-Employee Directors' Compensation

As of the date of the Annual Meeting in 1993, compensation for directors was
established at $50,000 per year, of which 25 percent is paid in shares of Amoco
common stock and the balance is paid in monthly cash payments. Each director
also receives an annual award of 200 shares of Amoco common stock, subject to
forfeiture and transfer restrictions relating to continued service on the Board.
No additional compensation is paid for services on any Board committees. Under a
deferred compensation arrangement, the cash portion of the annual retainer may
be credited to an interest-bearing account or in units equivalent to shares of
Amoco common stock which earn dividend equivalents.

Executive Compensation

The following table summarizes the annual and long-term compensation of the
Chairman of the Board and Chief Executive Officer and the four other most
highly-paid executive officers of the Corporation for the years 1993, 1992, and
1991. A report on executive compensation by the Compensation and Organization
Committee of the Board of Directors begins on page 14 of this Proxy

<PAGE>

Statement.

SUMMARY COMPENSATION TABLE
--------------------------
ANNUAL COMPENSATION LONG-TERM COMPENSATION
------------------------------------ --------------------------
AWARDS PAYOUTS
------------ -----------
Securities
Other Annual Underlying LTIP All Other
Salary Bonus Compensation Options Payouts Compensation
Name and Principal Positions Year ($) ($)(1) ($)(2) (#) ($)(3) ($)(4)
-------------------------------- ---- -------- ------- ------------ ---------- --------- ------------
<S> <C> <C> <C> <C> <C> <C> <C>

H. L. FULLER

Chairman, President and CEO 1993 $810,655 _____ $19,327 90,000 $156,000 $131,003

Chairman, President and CEO 1992 792,372 425,000 5,892 90,000 196,000 77,558

Chairman, President and CEO 1991 732,225 500,000 _____ 75,000 236,250 77,366

L. D. THOMAS

Vice Chairman 1993 492,526 _____ 6,561 50,000 83,850 80,160

Vice Chairman 1992 472,921 260,000 10,738 50,000 104,125 46,374

Executive Vice President 1991 430,961 300,000 _____ 38,000 126,000 44,787

P. J. EARLY

Vice Chairman 1993 490,226 _____ 2,665 50,000 78,000 77,526

Vice Chairman 1992 462,571 250,000 3,027 50,000 91,875 45,153

President, Amoco Production 1991 406,303 290,000 _____ 37,000 96,075 44,108
Company

F. S. ADDY

Executive Vice President 1993 430,050 _____ 4,618 40,000 58,500 70,365

Executive Vice President 1992 429,129 230,000 5,495 40,000 61,250 41,957

Executive Vice President 1991 392,446 270,000 _____ 36,000 78,750 41,112

W. G. LOWRIE

Executive Vice President, Amoco 1993 393,561 _____ 1,869 40,000 62,400 64,808
Corporation and President, Amoco
Production Company

President, Amoco Production 1992 386,216 220,000 6,506 35,000 77,175 38,181
Company

President, Amoco Oil Company 1991 351,696 250,000 _____ 30,000 55,125 36,921

</TABLE>

<PAGE>

<FN>

1 Represents bonus awards determined for the performance year indicated and
paid in the following year. 1993 bonus is not yet determinable. See
Compensation and Organization Committee Report beginning on page 14 of this
Proxy Statement for further discussion of bonus compensation.

2 Represents tax adjustment payments on income imputed for income tax
purposes related to use of corporate facilities for business purposes.
Information is given for 1992 and 1993 only, pursuant to the proxy rule
transitional provisions applicable to this column.

3 Represents payouts of grants made under the Performance Unit Plan described
in the Corporation's Proxy Statement dated March 13, 1992. Final grants
under this plan were made in 1990.

4 For years 1991 and 1992 this column represents corporate matching
contributions to the Amoco Employee Savings Plan and accruals for related
ERISA restoration plans, totaling approximately 6 percent of salary paid in
the performance year indicated plus bonus earned in the preceding year. For
year 1993 this column represents (a) corporate matching contributions to
the Amoco Employee Savings Plan and accruals for related ERISA restoration
plans for Mr. Fuller of $74,139, for Mr. Thomas of $46,151, for Mr. Early
of $44,413, for Mr. Addy of $39,603, and for Mr. Lowrie of $36,814; and (b)
accruals under the Amoco Performance Share Restoration Plan for Mr. Fuller
of $56,864, for Mr. Thomas of $34,009, for Mr. Early of $33,113, for Mr.
Addy of $30,762, and for Mr. Lowrie of $27,994.

</TABLE>

Stock Options

All stock option grants outstanding have a term of 10 years from date of grant
and an exercise price equal to 100 percent of market value on the date of grant.
They are non-transferable and become exercisable two years after the date of
grant. In the event of a change in control of the Corporation, awards of stock
options will automatically become exercisable. The following two tables provide
information on stock option grants made to the named executive officers in 1993,
options exercised during 1993, and options outstanding on December 31, 1993.

<PAGE>

STOCK OPTION GRANTS IN 1993
---------------------------
Individual Grants
------------------------------------------------------------------------------------------

Number of Percent of total
securities underlying options granted to Exercise or base Grant date
Name options granted employees in 1993 price ($ per share) Expiration date present value ($)
------------ --------------------- ------------------ ------------------- --------------- -----------------
<S> <C> <C> <C> <C> <C>
H. L. Fuller 90,000 4.1% $57.4375 3-22-2003 $1,220,400
L. D. Thomas 50,000 2.3% 57.4375 3-22-2003 678,000
P. J. Early 50,000 2.3% 57.4375 3-22-2003 678,000
F. S. Addy 40,000 1.8% 57.4375 3-22-2003 542,400
W. G. Lowrie 40,000 1.8% 57.4375 3-22-2003 542,400

</TABLE>

The grant date present values in the far right column of the above table were
calculated using the Black-Scholes option pricing model applied as of the grant
date, March 22, 1993. The values generated by this model depend upon certain
assumptions, as follows: an option exercise date of March 22, 2003; a constant
dividend yield on underlying stock of 3.83 percent; an assumed annual volatility
of underlying stock of 20.0 percent; and a risk-free rate of return for the
option period of 6.5 percent. The market value on the grant date is the average
of the high and low prices for the stock on the New York Stock Exchange on that
date. The Corporation made no assumptions regarding restrictions on vesting or
the likelihood of vesting.

There is no generally-recognized method for valuing stock options. The
requirement that values be included in this table also provides for other
alternative valuation methods, which, if used, would have resulted in different
values. Because the actual value, if any, of the options will depend on future
unpredictable and volatile factors, the future values realized to the holders
may vary significantly from the values estimated by the Black-Scholes model or
other methods. Any future values realized will ultimately depend upon the excess
of the stock price over the exercise price on the date the option is exercised.

AGGREGATED OPTION EXERCISES IN 1993 AND OPTION VALUES AT DECEMBER 31, 1993
------------------------------------------------------------------------------
Number of
securities underlying Value of unexercised
unexercised options in-the-money options
at 12/31/93 (#) at 12/31/93 ($)
----------------------------- -----------------------------
Shares acquired Value
Name on exercise realized Exercisable Unexercisable Exercisable Unexercisable
---------------- --------------- ---------- ----------- ------------- ----------- -------------
<S> <C> <C> <C> <C> <C> <C>
H. L. Fuller ---- ---- 271,000 180,000 $2,200,247 $826,875
L. D. Thomas 6,747 $385,139 132,360 100,000 1,065,561 459,375
P. J. Early ---- ---- 125,540 100,000 1,010,530 459,375
F. S. Addy 7,894 523,500 61,000 80,000 20,313 367,500
W. G. Lowrie 1,713 98,345 90,040 75,000 587,155 321,563

</TABLE>

<PAGE>

Change in Control Arrangements

While Amoco has no special compensatory plans or arrangements with named
executive officers which will result from a change in control of Amoco, or a
change in a named executive officer's responsibilities following a change in
control, the Corporation's restoration plans and its incentive compensation
programs have certain Change in Control features that protect participants'
rights under such programs. Such features were included in the Corporation's
1991 Management Incentive Program and were added by amendment to the 1986
Incentive Program, both pursuant to shareholder approval at the 1991 Annual
Meeting of the Corporation. No further awards may be granted under the 1986
Program for the period after December 31, 1991, but awards under that program
remain outstanding.

Awards under the 1991 Program may take the form of stock options, stock
appreciation rights, restricted shares, performance awards, bonuses, and
share-based and other awards. Stock options, restricted stock, performance
units, bonuses and stock appreciation rights were awarded under the 1986
Program.

The following actions take place upon the occurrence of an event of Change in
Control (unless otherwise prohibited by the terms of the 1991 Program or the
1986 Program): (1) all stock options and stock appreciation rights immediately
become exercisable; (2) any restriction periods and restrictions imposed on
restricted shares lapse; (3) the target value attainable under performance
awards is deemed to have been fully earned for the entire performance period
(except those awards outstanding for less than 6 months); and (4) such other
modifications to awards as determined appropriate by the Compensation and
Organization Committee become effective. Participants in the program shall not
be entitled to these rights if the employee is part of the entity which
consummates the Change in Control event.

A Change in Control is deemed to have occurred in the event of any one or more
of the following: (1) any person or group of persons is or becomes the
beneficial owner, directly or indirectly, of 20 percent or more of the combined
voting power of the Corporation's then outstanding securities (such entity is
referred to as an Acquiring Person) and any such entity becoming an Acquiring
Person was not approved by the Board of Directors composed of "Continuing
Directors" before such entity became an Acquiring Person, (2) the Board of
Directors is no longer comprised of "Continuing Directors," which are (i)
directors as of the effective date of the 1991 Program who do not, while serving
as directors, become Acquiring Persons and (ii) directors recommended or
approved for nomination for election or election subsequent to the effective
date of the 1991 Program by two-thirds of the Continuing Directors and who are
not, while serving as directors, Acquiring Persons, or (3) there occurs a
"Business Combination" as defined under Indiana Code Section 23-1-43-5 (with the
terms "resident domestic corporation" and "interested shareholder" as used in
that section being deemed to refer to the Corporation and to an Acquiring
Person, respectively), that was not approved by the Board of Directors, which
was

<PAGE>

comprised of Continuing Directors, before the Acquiring Person became an
Acquiring Person.

In addition to the foregoing change in control provisions of the 1991 Incentive
Program, there is a similar change in control definition contained in the
Corporation's Restoration Plans Trust Agreement. This Trust sets forth the terms
of a grantor trust for the purpose of accumulating assets to pay the
Corporation's retirement benefit obligations to participants in the
Corporation's existing ERISA and other restoration plans, as well as retirement
benefit obligations under any future plans of a similar nature which the
Corporation desires to fund through such trust. The plans are currently
unfunded. However, 30 days after the occurrence of a change in control under
this Trust Agreement, the Corporation is required to make contributions to fund
the Trust unless the Compensation and Organization Committee, including only
Continuing Directors, decides to stay such contributions.

Board Compensation and Organization
Committee Report on Executive Compensation

Amoco's Compensation and Organization Committee consists of five non-employee
directors. It is the responsibility of the Committee to oversee and administer
compensation policies and programs for executives, managers, and other selected
salaried employees of the Corporation, including the executive officers. The
committee's report on executive compensation for the 1993 performance year
follows.*

The broad purposes of the executive compensation program are to reflect the
success and profitability of the Corporation and to provide incentives that
create an interest in the Corporation parallel to that of the shareholders.
Attracting and retaining senior and other executives, who bring valuable
experience and skills to the Corporation and contribute materially to its
long-term success, are also important factors underlying the program and its
administration.

Amoco's executive compensation philosophy and strategies are consistent with its
overall compensation philosophy for all employees of the Corporation. This
philosophy supports Amoco's vision of becoming a pre-eminent global business
enterprise and states that Amoco will provide its employees with base pay and
benefits competitive with premier companies, and opportunities to earn superior
compensation through significant variable pay when outstanding business results
are achieved. Thus compensation, including executive compensation, is linked
with Amoco's strategic direction and is intended to be reflective of both
short-term and long-term business performance results, as well as competitive
factors.

In establishing competitive base compensation and variable compensation
opportunity levels, the Committee annually reviews the results of various
compensation surveys in which the Corporation participates. The primary
competitive comparison group of premier companies consists of a selected group
of seven major oil industry competitors: Atlantic Richfield Company, Chevron
Corporation, Exxon Corporation, Mobil Corporation, Texaco Inc., and

<PAGE>

the U.S. operations of Royal Dutch Petroleum Company and British Petroleum
Company p.l.c. A selected group of major non-oil companies is also utilized as a
secondary source of comparison. The benchmark for determining competitiveness is
the average level or value among the selected oil group.

The three primary components of Amoco's executive compensation program are base
salaries, bonuses, and long-term incentives which, in recent years, have
consisted solely of stock option grants.

* The report of the Board Compensation and Organization Committee shall not be
deemed to be incorporated by reference as a result of any general incorporation
by reference of this Proxy Statement or any part thereof in the Annual Report on
Form 10-K or any registration statement of the Corporation or any of its
subsidiaries.

Base Salaries

Competitive base salary levels provide the foundation for the executive
compensation program. As indicated in its overall compensation philosophy, Amoco
attempts to maintain its base salaries at a level reflecting the competitive
average of salaries among the selected oil group. Annual salary increase budgets
and adjustments to the salary program structure are a result of reviews of the
Corporation's competitive positioning through survey information and are also
influenced by operating requirements and general economic factors. In most
years, salary increase guidelines for executives are the same as for all other
exempt salaried personnel. Individual salary actions can vary above or below the
aggregate budget guideline based upon individual performance, experience, and
competitive considerations.

During 1993, the Committee approved a base salary increase for Mr. Fuller of 6.5
percent, which was above the aggregate corporate guideline of 3.5 percent. This
action reflected the Committee's assessment of Mr. Fuller's personal performance
during a difficult 1992 performance year in aggressively reducing costs and
leading the development of a number of strategic initiatives aimed at achieving
Amoco's long-term vision of pre-eminence. The salary increase also reflected the
fact that, as a relatively new CEO, Mr. Fuller's base salary was then and
continues to be substantially below the competitive average of the selected oil
comparison group. This is also the case for the aggregate base salaries of the
five most highly-paid executives.

Bonuses

Bonuses are the short-term element of variable compensation which permits
opportunities to earn superior compensation when outstanding business results
are achieved on an absolute basis and relative to the selected oil group.
Conversely, annual bonus levels are sized to be average for years in which
business performance is average and, correspondingly, below average for years in
which business performance is below average. In this way, executives are
rewarded in relation to both the actual business results achieved by the
Corporation and its performance relative to competition.

<PAGE>

As indicated in the Summary Compensation Table, the most recent bonuses
disclosed were those paid in 1993 for 1992 performance. These bonuses were
disclosed and discussed in Amoco's March 12, 1993 Proxy Statement. The bonus for
the 1993 performance year, which will be comprised of the two separate
components described below, had not been determined in time for inclusion in
this Proxy Statement.

Beginning with the 1993 performance year, the bonus program includes a partial
integration with a broad-based Variable Incentive Plan ("VIP"), which has been
implemented for most employees. The VIP component includes specific financial
and other measures and targets at both the corporate level and for each of the
operating companies. The measure utilized at the corporate level is based on
return on capital employed ("ROCE") relative to the selected oil group. Each of
the three major operating companies utilizes specific financial performance
measures as well as one or more strategic measures. The VIP incorporates
competitive performance comparisons which cannot be calculated until annual
reports from comparator companies are released. For the 1993 performance year 20
percent of the executive bonus opportunity will be based on results of the VIP.

The remaining 80 percent of the bonus opportunity, referred to as the
"Individual Variable Component," will be determined by a process which takes
into account specific corporate performance criteria such as net income and ROCE
on both a reported and an operational basis, as well as competitive compensation
data and an assessment of individual performance. The amounts ultimately awarded
under the VIP component and Individual Variable Component bonus opportunities
described above will comprise the entire executive bonus for the 1993
performance year and will be reported in next year's proxy statement.

Long-Term Incentives

Long-term incentive grants in the form of stock options comprise the long-term
element of variable compensation. These awards are granted through the
shareholder-approved 1991 Incentive Program and are designed to create an
interest parallel to that of shareholders in the long-term future success of the
Corporation. Stock option grants are also intended to facilitate the acquisition
and ownership of Amoco stock by executives. Although Amoco has chosen not to
establish a formal program of share ownership guidelines for executives,
internal studies have indicated that share ownership among the executive officer
group as a whole compares favorably to published guidelines reviewed by Amoco.

Consistent with competitive practice and Amoco's own historical practice, stock
options are granted on an annual basis at the fair market value on the date of
grant and have a term of 10 years. The sizing of individual stock option grants
is related to the level of responsibility for individual executives and is
intended to be near the median long-term incentive opportunity granted by the
selected oil group. In this way, the competitive value of the future rewards
realized from the stock option program will vary with Amoco's stock performance
relative to that of the comparison group.

<PAGE>

The number of shares covered by the stock option grant to Mr. Fuller in 1993 was
90,000 shares, the same number covered by the 1992 grant. In determining the
size of the grant to Mr. Fuller and the other named executive officers, the
Committee took into account the level of responsibility of each executive and
competitive trend data, irrespective of the number of shares previously granted
or outstanding.

The Performance Unit Plan payouts set forth in the Summary Compensation Table
for Mr. Fuller and the other named executive officers represent the calculated
outcomes of performance unit grants made in 1989 to Amoco's senior executive
group. These types of grants were made annually, along with stock options, from
1983 through 1990, at which time they were discontinued. The 1989 grants covered
a four-year performance period, 1989-1992, and their payout values were related
to Amoco's four-year performance on ROCE relative to both internal targets and
external ranking among a group of oil companies chosen as a comparison group for
the Performance Unit Plan. The absolute and relative measures are equally
weighted. The value per unit granted can range from 0 to $125. For the 1989-1992
performance period, the calculated payout value approved by the Committee was
$39 per unit, 60 percent of which was paid in Amoco shares and 40 percent in
cash.

Other Information

The Committee has reviewed the principal features of the Omnibus Budget
Reconciliation Act of 1993 (OBRA) as it relates to limitations on tax
deductibility for certain compensation exceeding $1 million for named executive
officers beginning in 1994. Based on the transition rules proposed by the
Internal Revenue Service, the Committee believes that gains from the exercise of
outstanding stock option grants or future stock options granted through 1996
will be exempt from this deduction limitation. It is currently intended that any
future amendment to the 1991 Incentive Program that may be needed in order to
preserve this exemption for stock options will be developed and proposed for
shareholder approval, as required.

The Committee believes that the design of Amoco's current executive bonus
program is sound in linking pay to performance and allowing the Committee
appropriate flexibility over the amounts to be awarded. While selected aspects
of the program may not qualify as wholly deductible under the new tax law, tax
effects are only one of the many factors considered in designing an effective
executive compensation program. The Committee will continue to review the tax
law and the associated regulations, which have not yet been finalized, and will
respond as it deems appropriate.

R. D. Wood, Chairman J. H. Bryan
D. R. Beall R. J. Ferris
R. S. Block

Retirement Plan

Under the Corporation's Retirement Plan, the amount of the annuity an

<PAGE>

eligible employee will receive on a single-life basis is determined under an
annuity benefit formula. An eligible married employee receives annuity payments
that continue to cover the surviving spouse, unless the spouse consents to one
of the other alternate options of equivalent actuarial value, including a lump
sum payment. Average annual earnings for Retirement Plan purposes include
salaries and bonus awards. Salary and available bonus award information is
presented in the Summary Compensation Table.

The annuity benefit formula (including a percentage of Social Security benefits)
is calculated at 1 and 2/3 percent times the employee's years of participation
times average annual earnings determined from the three highest consecutive
calendar years' salaries and from the three highest consecutive calendar years'
bonus awards during the 10 years preceding retirement. The maximum annuity is 60
percent of such average annual earnings, and years of participation in the plan
in excess of 36 do not result in additional benefits.

The following table shows the annual annuity amounts payable on a single-life
basis for various assumed average annual earnings, calculated under the annuity
benefit formula for the years of participation shown.

The amounts shown in the table are payable upon retirement between ages 60 and
65. Age 65 is normal retirement age. For retirements before age 60, the annual
annuity amounts are reduced as provided in the Plan. At year-end 1993, the
following executive officers had participated in the Retirement Plan for the
following numbers of years rounded to the nearest whole year: H.L. Fuller, 33
years; L.D. Thomas, 36 years; P.J. Early, 38 years; F.S. Addy, 37 years; and
W.G. Lowrie, 28 years. The Employee Retirement Income Security Act of 1974, as
amended, limits the benefits payable from qualified retirement plans. For
employees who may be affected by those limits or by bonus deferral, Amoco has
adopted restoration plans to maintain total benefits upon retirement at
approximately the levels shown in the table.

PENSION PLAN TABLE
------------------
Assumed Three-Year
Average Annual Earnings Years of Participation
----------------------- --------------------------------------------------------------------
15 Years 20 Years 25 Years 30 Years 35 Years
--------- --------- --------- --------- ---------
<S> <C> <C> <C> <C> <C>
$600,000 $150,000 $200,000 $250,000 $300,000 $350,000
800,000 200,000 266,667 333,333 400,000 466,667
1,000,000 250,000 333,333 416,667 500,000 583,333
1,200,000 300,000 400,000 500,000 600,000 700,000
1,400,000 350,000 466,667 583,333 700,000 816,667
1,600,000 400,000 533,333 666,667 800,000 933,333

</TABLE>

Cumulative Total Shareholder Return Five-Year Comparison

The graph below compares the yearly percentage change in the cumulative total
shareholder return, including dividend reinvestment, on Amoco's common stock
with that of the cumulative total return of Standard & Poor's

<PAGE>

500 Stock Index and a Selected Peer Group of companies, for a five-year
measurement period beginning December 31, 1988 and ending on December 31, 1993.

COMPARISON OF FIVE-YEAR TOTAL RETURN
------------------------------------

1988 1989 1990 1991 1992 1993
----- ----- ----- ----- ----- -----
<S> <C> <C> <C> <C> <C> <C>

Amoco $100 $152 $151 $148 $154 $174

S&P 500 $100 $131 $127 $166 $179 $197

Selected Peer Group $100 $135 $149 $164 $163 $200

</TABLE>

Years Ended December 31

Assumes $100 invested on December 31, 1988 in each of Amoco common stock, the
S&P 500 and Selected Peer Group indices. The Selected Peer Group consists of
Chevron Corporation, Exxon Corporation, Mobil Corporation, Texaco Inc., Royal
Dutch/Shell Group, Atlantic Richfield Company, and British Petroleum Company
p.l.c. This group of companies is used by Amoco for certain compensation and
performance comparisons.

The Shareholder Return graph shall not be deemed to be incorporated by reference
as a result of any general incorporation by reference of this Proxy Statement or
any part thereof in the Annual Report on Form 10-K or any registration statement
of the Corporation or any of its subsidiaries.

Appointment of Independent Accountants

Upon the recommendation of the Board of Directors' Audit Committee, which is
comprised entirely of non-employee directors, the Board has appointed Price
Waterhouse, Certified Public Accountants, as independent accountants of Amoco
and its subsidiaries for 1994. Price Waterhouse has served Amoco and its
subsidiaries as independent accountants for many years. It is knowledgeable
about Amoco's operations and accounting practices and is well-qualified to act
in the capacity of independent accountants.

In formulating its recommendation to the Board, the Audit Committee reviewed
Price Waterhouse's performance in prior years along with its reputation for
integrity and overall competence in accounting and auditing.

In addition to audit services relating to the Corporation's consolidated
financial statements and various governmental reporting requirements, Price
Waterhouse performs some non-audit services for Amoco. The Board and the Audit
Committee believe that these non-audit services have no effect on the
independence of that firm in performing its auditing responsibilities.

The scope, timing, and fees applicable to the audit of Amoco's consolidated
financial statements are reviewed and approved by the Audit Committee before the
services are provided. Other services are not normally approved by the Audit
Committee or the Board beforehand, but they are subsequently reviewed by the
Audit Committee. Representatives of Price Waterhouse, as in

<PAGE>

past years, will be present at the Annual Meeting and will be available to make
a statement if they wish and to respond to appropriate questions from
shareholders.

Recommendation of the Board:

The following resolution will be presented for a vote of the shareholders at the
Annual Meeting, and the Board of Directors recommends that it be APPROVED.

RESOLVED, That the shareholders concur in the appointment, by the Board of
Directors, of Price Waterhouse to serve as independent accountants of the
Corporation and its subsidiaries for 1994.

The affirmative vote of a majority of shares voting on this resolution is
required for its adoption. In view of the difficulty and expense involved in
changing independent accountants on short notice, if the resolution is not
approved it is contemplated that the appointment for 1994 will be permitted to
stand unless the Board finds other compelling reasons for making a change.
Disapproval of the resolution will be considered as advice to the Board to
select other independent accountants for the following year.

Shareholder Proposal Relating to
Elimination of Stock Options

A shareholder proponent has stated his intention to present the following
proposal at the 1994 Annual Meeting. In accordance with the applicable proxy
regulations of the Securities and Exchange Commission, the name, address, and
shareholding of the proponent will be furnished by the Corporation to any
person, orally or in writing as requested, promptly upon the receipt of any oral
or written request therefor addressed to the Corporate Secretary of the
Corporation. The proposal and supporting statement, for which the Board of
Directors and Corporation accept no responsibility, are set forth below. To be
adopted, the proposal requires the affirmative vote of a majority of shares
voting on it at the Annual Meeting. The Board opposes this proposal for the
reasons stated below.

This proposal pertains to the role of stock options in the Amoco compensation
program. Its proponent has stated that he intends to introduce the following
resolution at the meeting:

"While options to purchase the company's stock are the largest part of its
so-called incentive for employee effort, the fact is that the value of
these options is only related to the company's performance in a minor
way. As the 1993 proxy statement showed, the value of the S&P 500
doubled in the previous 5 years, so with average performance, the
market value of the company's stock would probably have increased.
The options are mostly a risk-free option to gamble on a mostly always
rising market.

<PAGE>

"Further, they dilute the stockholders' interest in the company without
appearing on the books of the company where a dollar incentive award could be
evaluated by the stockholders, and would reduce the net income of the company
and reduce its taxes. Be it resolved that:

"It is recommended that the Board of Directors arrange that future contracts for
executive officers and directors shall not provide for the granting of options
to purchase stock of the company and that the Compensation Committee devise a
replacement scheme of incentive awards that will be more relevant to the
company's performance and in which the goals to be met and the terms of the
payments could be stated in each annual meeting notice."

Recommendation of the Board:

The management of the Corporation recommends a vote AGAINST this Proposal.

The Proposal calls for the elimination of Amoco's stock option program as to
selected individuals at a time when Amoco is placing increasing emphasis on
providing stock ownership opportunities for all employees. The Board believes
that employee stock ownership, whether through outright stock purchases, stock
option programs, or participation in the Corporation's stock-based benefit
plans, aligns employee interests with shareholder interests. For an employee to
benefit from a stock option grant, the price of Amoco stock must rise above its
market price on the date of the grant. This helps all shareholders.

A primary goal of Amoco's stock-based compensation and benefit plans is to focus
employee attention on the strategies needed to achieve long-term stock value and
corporate financial strength. As a result of these programs, many thousands of
Amoco employees are committed stakeholders in the Corporation's success. Amoco's
stock option program is not limited to senior executives. The 681 current
employees who hold stock option grants represent a broad spectrum of managerial
and senior professional personnel.

The Proposal addresses stock options in the context of executive compensation
and recommends that "future contracts" for executive officers and directors not
provide for stock option grants. The wording of the Proposal might suggest that
the Corporation currently has contracts with selected individuals to grant them
stock options in the future. In fact, no contracts exist between Amoco and any
of its employees or directors to grant them stock options in the future. The
only option agreements between Amoco and its optionees are those containing the
terms of the options previously granted by Amoco, entered into at the time the
options were offered. Furthermore, Amoco has no program to make stock option
grants to non-employee members of its Board of Directors and in fact has made
none.

The Proposal may also be read to imply that the Corporation's costs resulting
from the use of stock options as compensation do not qualify for tax deductions.
If so interpreted, the Proposal is incorrect. The Corporation's costs associated
with stock option grants (as measured by the difference between the actual
market price of the stock on the day when the

<PAGE>

option is ultimately exercised and the option's base price) are in most
instances deductible.

The granting of stock options has had longstanding shareholder approval, and the
current stock option program, presented to all shareholders in Amoco's March 15,
1991 proxy statement, was approved by a positive vote of 92 percent. The primary
purposes of the Amoco stock option program are to provide incentives for key
managerial and professional employees to excel in their individual roles and to
further align these employees' interests with shareholder interests. The Board
considers the Corporation's stock option program both well-advised and
well-structured.

Accordingly, the Board of Directors recommends a vote AGAINST this Proposal, and
it will not be approved unless it receives the affirmative vote of a majority of
the shares voting thereon at the meeting.

General and Other Matters

Shareholder proposals submitted for inclusion in the proxy statement for the
1995 Annual Meeting must be received at the Corporation's executive offices,
Attention: Corporate Secretary, 200 East Randolph Drive, Chicago, IL 60601, not
later than November 14, 1994.

Any proposal to be presented for action at an Annual Meeting must be submitted
to the Chairman or Corporate Secretary at least 30 days prior to the meeting
date.

As of the date of this Proxy Statement, the above is the only business known to
management to be acted upon at this meeting. However, if other matters should
properly come before the meeting, the management persons appointed by the signed
proxy intend to vote in accordance with their best judgment.

By order of the Board of Directors,

Patricia A. Brandin
Corporate Secretary

[Logo] Printed on recycled paper

27
<PAGE>

APPENDIX TO AMOCO CORPORATION 1994 PROXY STATEMENT
March 14, 1994
Description of Graphics Omitted from EDGAR Submission

On page 4 are three photographs of nominees for director, placed
side by side in the following order, reading left to right.
1. Photograph of Erroll B. Davis, Jr., page 4 of printed proxy.
2. Photograph of Patrick J. Early, page 4 of printed proxy.
3. Photograph of H. Laurance Fuller, page 4 of printed proxy.
On page 5 are three photographs of nominees for director, placed
side by side in the following order, reading left to right.
4. Photograph of Floris A. Maljers, page 5 of printed proxy.
5. Photograph of Martha R. Seger, page 5 of printed proxy.
6. Photograph of Richard D. Wood, page 5 of printed proxy.
On page 6 are three photographs of current directors, placed
side by side in the following order, reading left to right.
7. Photograph of Frederick S. Addy, page 6 of printed proxy.
8. Photograph of Donald R. Beall, page 6 of printed proxy.
9. Photograph of Ruth S. Block, page 6 of printed proxy.
On page 7 are three photographs of current directors, placed
side by side in the following order, reading left to right.
10. Photograph of John H. Bryan, page 7 of printed proxy.
11. Photograph of Richard J. Ferris, page 7 of printed proxy.
12. Photograph of Robert H. Malott, page 7 of printed proxy.
On page 8 are three photographs of current directors, placed
side by side in the following order, reading left to right.
13. Photograph of Walter E. Massey, page 8 of printed proxy.
14. Photograph of Lawrason D. Thomas, page 8 of printed proxy.
15. Photograph of Michael H. Wilson, page 8 of printed proxy.

<PAGE>

X Please mark your Votes as in this example.

This proxy when properly executed will be voted in the manner directed hereon.

AMOCO'S BOARD OF DIRECTORS RECOMMENDS A VOTE "FOR" PROPOSALS 1 AND 2.

1. Election of directors (see reverse)

FOR WITHHELD

For, except vote withheld from the following nominee(s):

- --------------------------------------------------------
2. Appointment of Price Waterhouse as independent accountants

FOR AGAINST ABSTAIN

AMOCO'S BOARD OF DIRECTORS RECOMMENDS A VOTE "AGAINST" PROPOSAL 3.

3. Shareholder proposal relating to elimination of stock options

FOR AGAINST ABSTAIN

Change of address on reverse side

SIGNATURE(S): DATE:
-------------------------------------------- --------------
Please sign exactly as your name appears hereon. Joint owners should each sign.
When signing as attorney, executor, administrator, trustee or guardian, please
give full title as such. Each signer hereby revokes all proxies heretofore
given by same to vote at said meeting or any adjournments thereof.

- -------------------------------------------------------------------------------
FOLD AND DETACH HERE

Please complete, sign, and return the attached card. Thank you for
responding promptly and saving your Corporation the expense of a second
mailing.

The proxies you have designated cannot vote your shares unless you sign
and return a proxy card. You are encouraged to specify your choices by
marking the appropriate boxes above.

If you only sign and return the attached proxy card, but provide no specific
voting direction, the proxies will vote your shares "FOR" Proposals 1 and 2
and "AGAINST" Proposal 3.

<PAGE>

PROXY
AMOCO CORPORATION
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS

The undersigned appoints as proxies, with power of substitution,
H. L. Fuller, P. J. Early and L. D. Thomas, and each of them, to vote all
shares of the undersigned at the Annual Meeting of Shareholders of the
Corporation to be held at The Art Institute of Chicago, Columbus Drive and East
Monroe Street, Chicago, Illinois, on April 26, 1994, at 9:30 a.m., or at any
adjournment thereof, on the matters shown and in the manner directed hereon
and in their discretion on all other matters coming before the Annual Meeting.

Election of 5 directors, each for a three-year term.

Nominees:

Erroll B. Davis, Jr., Patrick J. Early, H. Laurance Fuller,
Martha R. Seger and Richard D. Wood

Election of 1 director, for a two-year term.

Nominee:

Floris A. Maljers

The proxies you have designated cannot vote your shares unless you sign
and return a proxy card. You are encouraged to specify your choices by
marking the appropriate boxes on the reverse side of this card.

If you only sign and return this card, but provide no specific voting
direction to the proxies, your shares will be voted "FOR" Proposals 1 and 2
and "AGAINST" Proposal 3.

CHANGE OF ADDRESS
- ---------------------------------
- ---------------------------------
- ---------------------------------
- ---------------------------------
(If you have written in this space,
please mark the corresponding box
on the reverse side of this card.)

SEE REVERSE SIDE

- -------------------------------------------------------------------------------
FOLD AND DETACH HERE
[logo] Printed on recycled paper

<PAGE>

STATE STREET BANK AND TRUST COMPANY, TRUSTEE
AMOCO EMPLOYEE SAVINGS PLAN

TO PARTICIPANTS IN THE AMOCO EMPLOYEE SAVINGS PLAN:

With this card or separately you will receive a copy of Amoco Corporation's
Proxy Statement and Notice of Annual Meeting of Shareholders to be held in
Chicago, Illinois on April 26, 1994.
Under the Amoco Employee Savings Plan a participant may instruct the
Trustee to vote the shares allocable to that participant's proportionate amount
of the Amoco Stock Fund at Amoco Corporation shareholder meetings.
IF YOU WISH TO INSTRUCT THE TRUSTEE HOW TO VOTE SUCH SHARES, PLEASE
COMPLETE AND SIGN THE REVERSE SIDE OF THIS CARD AND MAIL IT TO REACH THE TRUSTEE
BY APRIL 15, 1994. A postage paid return envelope is enclosed for your
convenience. The Trustee will also then be authorized to vote in its discretion
on any additional matters that may come before the Annual Meeting.
IF YOU ONLY SIGN AND RETURN THIS INSTRUCTION CARD, but provide no specific
voting direction, the Trustee will vote such shares "FOR" Proposals 1 and 2 and
"AGAINST" Proposal 3.
IF BY APRIL 15, 1994, YOU HAVE NOT RETURNED THIS CARD TO THE TRUSTEE, the
Trustee will be authorized to vote such shares in its discretion on all matters
that are determined by vote at the Annual Meeting.

Election of 5 directors, each for a three-year term.

Nominees:

Erroll B. Davis, Jr., Patrick J. Early, H. Laurance Fuller, Martha R. Seger and
Richard D. Wood

Election of 1 director, for a two-year term.

Nominee:

Floris A. Maljers

(Continued and to be signed and dated on other side)
- --------------------------------------------------------------------------------
/\ FOLD AND DETACH HERE /\
PRINTED ON RECYCLED PAPER

<PAGE>

/X/ Please mark your
votes as in this
example.

The undersigned directs that at the Annual Meeting of the Shareholders of Amoco
Corporation to be held in Chicago on April 26, 1994, or at any adjournment, the
shares allocable to my proportionate amount of the Amoco Stock Fund which the
Trustee is entitled to vote at said meeting shall be voted as follows:

- --------------------------------------------------------------------------------
Amoco's Board of Directors recommends a vote "FOR" Proposals 1 and 2.
- --------------------------------------------------------------------------------
FOR WITHHELD FOR AGAINST ABSTAIN
1. Election of 2. Appointment of
directors / / / / Price Waterhouse / / / / / /
(see reverse) as independent
accountants

For, except vote withheld from the following nominee(s):

_______________________________________________________

- --------------------------------------------------------------------------------
-----------------------------------------------------
Amoco's Board of Directors recommends a
vote "AGAINST" Proposal 3.
-----------------------------------------------------
FOR AGAINST ABSTAIN
3. Shareholder proposal
relating to elimination / / / / / /
of stock options
-----------------------------------------------------

SIGNATURE:_________________________________________________________DATE_________
Please complete, sign, and return this card so that it is received by the
Trustee no later than April 15, 1994.
- --------------------------------------------------------------------------------
/\FOLD AND DETACH HERE/\

IF YOU WISH TO INSTRUCT THE TRUSTEE HOW TO VOTE THE SHARES, ALLOCABLE TO YOUR
PROPORTIONATE AMOUNT OF THE AMOCO STOCK FUND, PLEASE COMPLETE AND SIGN THE
ATTACHED CARD AND MAIL IT TO REACH THE TRUSTEE BY APRIL 15, 1994. The trustee
will also then be authorized to vote in its discretion on any additional matters
that may come before the Annual Meeting.

IF YOU ONLY SIGN AND RETURN THE INSTRUCTION CARD, but provide no specific
voting direction, the Trustee will vote such shares "FOR" Proposals 1 and 2 and
"AGAINST" Proposal 3.

IF BY APRIL 15, 1994, YOU HAVE NOT RETURNED THE ATTACHED CARD TO THE TRUSTEE,
the Trustee will be authorized to vote such shares in its discretion on all
matters that are determined by vote at the Annual Meeting.
<PAGE>

STATE STREET BANK AND TRUST COMPANY, TRUSTEE
AMOCO PERFORMANCE SHARE PLAN

TO PARTICIPANTS IN THE AMOCO PERFORMANCE SHARE PLAN:

With this card or separately you will receive a copy of Amoco Corporation's
Proxy Statement and Notice of Annual Meeting of Shareholders to be held in
Chicago, Illinois on April 26, 1994.
Under the Amoco Performance Share Plan a participant may instruct the
Trustee to vote his or her shares at Amoco Corporation shareholder meetings.
IF YOU WISH TO INSTRUCT THE TRUSTEE HOW TO VOTE YOUR SHARES, PLEASE
COMPLETE AND SIGN THE REVERSE SIDE OF THIS CARD AND MAIL IT TO REACH THE TRUSTEE
BY APRIL 15, 1994. A postage paid return envelope is enclosed for your
convenience. The Trustee will also then be authorized to vote in its discretion
on any additional matters that may come before the Annual Meeting.
IF YOU ONLY SIGN AND RETURN THIS INSTRUCTION CARD, but provide no specific
voting direction, the Trustee will vote your shares "FOR" Proposals 1 and 2 and
"AGAINST" Proposal 3.
IF BY APRIL 15, 1994, YOU HAVE NOT RETURNED THIS CARD TO THE TRUSTEE, the
Trustee will be authorized to vote your shares in its discretion on all matters
that are determined by vote at the Annual Meeting.

Election of 5 directors, each for a three-year term.

Nominees:

Erroll B. Davis, Jr., Patrick J. Early, H. Laurance Fuller, Martha R. Seger and
Richard D. Wood

Election of 1 director, for a two-year term.

Nominee:

Floris A. Maljers

(Continued and to be signed and dated on other side)
- --------------------------------------------------------------------------------
/\ FOLD AND DETACH HERE /\
PRINTED ON RECYCLED PAPER

<PAGE>

/X/ Please mark your
votes as in this
example.

I direct that at the Annual Meeting of the Shareholders of Amoco Corporation to
be held in Chicago on April 26, 1994, or at any adjournment, my shares in the
Amoco Performance Share Plan which the Trustee is entitled to vote at said
meeting shall be voted as follows:
- --------------------------------------------------------------------------------
Amoco's Board of Directors recommends a vote "FOR" Proposals 1 and 2.
- --------------------------------------------------------------------------------
FOR WITHHELD FOR AGAINST ABSTAIN
1. Election of 2. Appointment of
directors / / / / Price Waterhouse / / / / / /
(see reverse) as independent
accountants

For, except vote withheld from the following nominee(s):

_______________________________________________________

IF YOU WISH TO INSTRUCT THE TRUSTEE HOW TO VOTE YOUR SHARES, PLEASE COMPLETE,
SIGN, AND MAIL THE ATTACHED CARD TO REACH THE TRUSTEE BY APRIL 15, 1994. The
Trustee will also then be authorized to vote in its discretion on any additional
matters that may come before the Annual Meeting.

IF YOU ONLY SIGN AND RETURN THE ATTACHED INSTRUCTION CARD, but provide no
specific voting direction, the Trustee will vote your shares "FOR" Proposals 1
and 2 and "AGAINST" Proposal 3.

IF BY APRIL 15, 1994, YOU HAVE NOT RETURNED THE ATTACHED CARD TO THE TRUSTEE,
the Trustee will be authorized to vote your shares in its discretion on all
matters that are determined by vote at the Annual Meeting.
<PAGE>

BANKERS TRUST COMPANY, TRUSTEE
AMOCO FABRICS AND FIBERS 401(k) SAVINGS PLAN

TO PARTICIPANTS IN THE AMOCO FABRICS AND FIBERS 401(k) SAVINGS PLAN:

With this card you will receive a copy of Amoco Corporation's Proxy
Statement and Notice of Annual Meeting of Shareholders to be held in Chicago,
Illinois on April 26, 1994.
Under the Amoco Fabrics and Fibers 401(k) Savings Plan a participant may
instruct the Trustee to vote the shares allocable to that participant's
proportionate amount of the Amoco Stock Fund at Amoco Corporation shareholder
meetings.
IF YOU WISH TO INSTRUCT THE TRUSTEE HOW TO VOTE YOUR SHARES, PLEASE
COMPLETE AND SIGN THE REVERSE SIDE OF THIS CARD AND MAIL IT TO REACH THE TRUSTEE
BY APRIL 15, 1994. A postage paid return envelope is enclosed for your
convenience. The Trustee will also then be authorized to vote in its discretion
on any additional matters that may come before the Annual Meeting.
IF YOU ONLY SIGN AND RETURN THIS INSTRUCTION CARD, but provide no specific
voting direction, the Trustee will vote your shares "FOR" Proposals 1 and 2 and
"AGAINST" Proposal 3.
IF BY APRIL 15, 1994, YOU HAVE NOT RETURNED THIS CARD TO THE TRUSTEE, the
Trustee will be authorized to vote your shares in its discretion on all matters
that are determined by vote at the Annual Meeting.

Election of 5 directors, each for a three-year term.

Nominees:

Erroll B. Davis, Jr., Patrick J. Early, H. Laurance Fuller, Martha R. Seger and
Richard D. Wood

Election of 1 director, for a two-year term.

Nominee:

Floris A. Maljers

- --------------------------------------------------------------------------------
/\ FOLD AND DETACH HERE /\
PRINTED ON RECYCLED PAPER

<PAGE>

/X/ Please mark your
votes as in this
example.

For, except vote withheld from the following nominee(s):

_______________________________________________________

IF YOU WISH TO INSTRUCT THE TRUSTEE HOW TO VOTE THE SHARES ALLOCABLE TO YOUR
PROPORTIONATE AMOUNT OF THE AMOCO STOCK FUND, PLEASE COMPLETE AND SIGN THE CARD
AND MAIL IT TO REACH THE TRUSTEE BY APRIL 15, 1994. The trustee will also then
be authorized to vote in its discretion on any additional matters that may come
before the Annual Meeting.

IF YOU ONLY SIGN AND RETURN THE INSTRUCTION CARD, but provide no specific
voting direction, the Trustee will vote such shares "FOR" Proposals 1 and 2 and
"AGAINST" Proposal 3.