AMOCO CORP
10-Q, 1995-08-11
PETROLEUM REFINING
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                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-Q


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

    For the quarterly period ended June 30, 1995 or         

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

    For the transition period from            to           
   
  Commission file number 1-170-2


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


                    INDIANA                             36-1812780          
       (State or other jurisdiction of               (I.R.S. Employer
       incorporation or organization)               Identification No.)

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


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

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

  Indicate by  check mark whether  the registrant (1) has filed  all reports
  required to be filed by Section 13 or 15(d) of the Securities Exchange Act
  of  1934 during the preceding 12  months (or for such  shorter period that
  the  registrant  was required  to file  such  reports), and  (2)  has been
  subject to such filing requirements for the past 90 days.
             Yes    X        No       

  Number of shares outstanding as of June 30, 1995--490,931,344.            
   






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

  Item 1.  Financial Statements

  Consolidated Statement of Income
  (millions of dollars)
                                          Three Months        Six Months
                                              Ended             Ended 
                                             June 30,          June 30,   
                                          1995     1994     1995     1994 
  Revenues:
    Sales and other operating revenues  $ 6,814  $ 6,596  $13,434  $12,457
    Consumer excise taxes.............      835      871    1,643    1,670
    Other income......................       64      568      200      673
        Total revenues................    7,713    8,035   15,277   14,800

  Costs and Expenses:
    Purchased crude oil, natural gas, 
      petroleum products and
      merchandise.....................    3,589    3,482    7,087    6,379
    Operating expenses................    1,103    1,260    2,224    2,390
    Petroleum exploration expenses,
      including exploratory dry holes.      116      163      231      277
    Selling and administrative expenses     542      695    1,013    1,161
    Taxes other than income taxes.....    1,009    1,077    2,011    2,068
    Depreciation, depletion, amorti-
      zation, and retirements and
      abandonments....................      524      575    1,058    1,114
    Interest expense..................       89       64      175      135
        Total costs and expenses......    6,972    7,316   13,799   13,524

  Income before income taxes..........      741      719    1,478    1,276  

  Income taxes........................      208      309      422      468 

  Net income..........................  $   533  $   410  $ 1,056  $   808 

  Weighted average number of shares
    of common stock outstanding (in
    thousands)........................  494,795  496,650  495,587  496,548

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

  Net income..........................  $  1.08  $   .83  $  2.13  $  1.63 

  Cash dividends per share............  $   .60  $   .55  $  1.20  $  1.10






                                        2.<PAGE>
<PAGE>
  Consolidated Statement of Financial Position
  (millions of dollars) 
                                                      June 30,     Dec. 31,
                                                        1995         1994 
                         ASSETS       
  Current Assets:
    Cash............................................. $   133      $   166
    Marketable securities--at cost (all corporate,
      except $355 on December 31, 1994, which 
      represent state and municipal securities)......     867        1,623
    Accounts and notes receivable (less allowances
      of $22 at June 30, 1995, and $23 at
      December 31, 1994).............................   3,080        3,180
    Inventories
      Crude oil and products.........................     831          748
      Materials and supplies.........................     306          294
    Prepaid expenses and income taxes................     617          631
      Total current assets...........................   5,834        6,642
  Investments and Other Assets:
    Investments and related advances.................     687          470
    Long-term receivables and other assets...........     818          661
                                                        1,505        1,131
  Properties--at cost, less accumulated
    depreciation, depletion and amortization of
    $25,301 at June 30, 1995, and $24,906
    at December 31, 1994 (The successful efforts       
    method of accounting is followed for costs
    incurred in oil and gas producing activities)....  21,583       21,543
      Total assets................................... $28,922      $29,316
                                                      
         LIABILITIES AND SHAREHOLDERS' EQUITY
  Current Liabilities:
    Current portion of long-term obligations......... $   173      $    24
    Short-term obligations...........................     248          224
    Accounts payable.................................   2,421        2,759
    Accrued liabilities..............................   1,016        1,162
    Taxes payable (including income taxes)...........     712          855
      Total current liabilities......................   4,570        5,024

  Long-Term Debt.....................................   4,223        4,387

  Deferred Credits and Other Non-Current Liabilities:
    Income taxes.....................................   3,026        2,961
    Other............................................   2,604        2,547
                                                        5,630        5,508
  Minority Interest..................................      15           15

  Shareholders' Equity:
    Common stock (authorized 800,000,000 shares;
      issued and outstanding at June 30, 1995
      --490,931,344 shares; December 31, 1994
      --496,393,067 shares)..........................   2,140        2,166
    Earnings retained and invested in the business...  12,323       12,223
    Foreign currency translation adjustment..........      21           (7)
                                                       14,484       14,382
      Total liabilities and shareholders' equity..... $28,922      $29,316
                                        3.<PAGE>
<PAGE>
  Consolidated Statement of Cash Flows
  (millions of dollars)

                                                          Six Months Ended
                                                              June 30,    
                                                           1995      1994 

  Cash Flows From Operating Activities:
    Net income.........................................  $ 1,056   $   808 
    Adjustments to reconcile net income to net
      cash provided by operating activities:  
      Depreciation, depletion, amortization, and
        retirements and abandonments...................    1,058     1,114
      Decrease (increase) in receivables...............       71      (700)
      (Increase) decrease in inventories...............      (99)       51 
      (Decrease) increase in payables and accrued 
        liabilities....................................     (493)      287 
      Deferred taxes and other items...................      (81)     (170)
        Net cash provided by operating activities......    1,512     1,390



  Cash Flows From Investing Activities:
    Capital expenditures...............................   (1,293)   (1,111)
    Proceeds from dispositions of properties  
      and other assets.................................      166        97
    New investments, advances and business 
      acquisitions.....................................     (148)       (8)
    Proceeds from sales of investments.................        -       175
    Other..............................................       11         4 
        Net cash used in investing activities..........   (1,264)     (843)



  Cash Flows From Financing Activities:
    New long-term obligations..........................       86       104
    Repayment of long-term obligations.................     (113)      (38)
    Cash dividends paid................................     (596)     (546)
    Issuances of common stock..........................       27        13
    Acquisitions of common stock.......................     (465)        -
    Increase (decrease) in short-term obligations......       24      (361)
        Net cash used in financing activities..........   (1,037)     (828)

  Decrease in Cash and Marketable Securities...........     (789)     (281)
  Cash and Marketable Securities-Beginning of Period...    1,789     1,217
  Cash and Marketable Securities-End of Period.........  $ 1,000   $   936







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

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

  In March 1995, the Financial  Accounting Standards Board issued  Statement
  of Financial Accounting  Standards ("SFAS") No. 121,  "Accounting for  the
  Impairment of Long-Lived  Assets and for Long-Lived Assets to  Be Disposed
  Of", which will require the Corporation to change its method of accounting
  for the impairment of value of long-lived assets.  The Corporation has not
  fully evaluated  the effect of  this change in accounting method,  but the
  effect  could  be   material  to  income  in  the  quarter   of  adoption.
  Implementation of SFAS No. 121 will occur no later than the quarter ending
  March 31, 1996.


  Item 2. Management's Discussion and Analysis

  Results of Operations

  Six Months 1995 vs. Six Months 1994
  Net income for the first six months of 1995 amounted to $1,056 million, or
  $2.13 per share.  Net  income for the first six months of 1994 amounted to
  $808 million,  or $1.63  per  share.     Included in  1994  second-quarter
  results  were  after-tax  benefits  of  $270  million  relating  to  final
  settlements with  the Internal Revenue Service ("IRS") involving crude oil
  excise taxes  ("COET") in the 1980s.   Also included  in 1994 results were
  restructuring  charges  of   $256  million.    Restructuring  charges  are
  discussed  further on  page 13  of  this report.   Excluding  these items,
  earnings for the first six months of 1994 would have been $794 million, or
  $1.60 per share.

  On an adjusted basis, earnings for the  first six months of 1995 of $1,056
  million  increased  33  percent  over  1994,  primarily  reflecting higher
  chemical earnings  resulting from both  higher volumes and margins  across
  most  product  lines.    Also  attributing  to  the  increase  was  strong
  exploration and production ("E&P") earnings overseas, primarily reflecting
  higher  crude  oil  prices  and  lower  exploration  and  other  expenses.
  Partially  offsetting  were  lower  U.S.  E&P  earnings,  reflecting lower
  natural gas  prices, and  lower petroleum product  results attributable to
  lower refined product margins and higher refinery maintenance expense.

  Sales and other operating revenues totaled $13.4 billion for the first six
  months  of 1995, 8 percent higher  than the $12.5 billion  reported in the

                                       5.<PAGE>
<PAGE>
  corresponding  1994  period.    Chemical  revenues  increased  40  percent
  resulting  from  higher  volumes  and  prices across  most  product lines.
  Refined  product revenues were  9 percent above the  1994 level, primarily
  resulting from  strengthening U.S. gasoline prices.  Natural gas  revenues
  decreased 19 percent, primarily due to lower prices.

  Other  income totaled  $200 million  for the  first six  month of  1995 as
  compared to $673 million for the same period for 1994.   Included in other
  income  for the  first six  months  of 1994  was the  benefit of  the COET
  settlement of approximately $400 million.

  Purchases of  crude oil,  natural gas, petroleum  products and merchandise
  totaled $7.1 billion for the first six  months of 1995, 11 percent  higher
  than 1994's first six months.   The increase was primarily attributable to
  higher  refined product  purchase  prices and  volumes, higher  crude  oil
  prices, and  increased chemical purchases,  reflecting increased  chemical
  activity.

  Operating  expenses totaled $2.2 billion for the first six months of 1995,
  compared with $2.4 billion for the corresponding 1994 period. Included  in
  first six-month  1994 results  were restructuring charges  of $169 million
  related to various facility closings and asset dispositions.  Exclusive of
  that charge, first six-month operating expenses for 1995 were about  level
  with  the  same   period  in  1994,  as  expense  reductions   related  to
  restructuring efforts were  offset by higher refinery expenses, reflecting
  planned and unplanned maintenance,  an increase in chemical operations and
  inflation.

  Petroleum exploration expenses of $231 million in the first six  months of
  1995  decreased 17  percent compared  with  the prior-year  period, mainly
  attributable to  lower  overseas  dry  hole  costs  of  approximately  $50
  million. 

  Selling and administrative expenses for the first six months of $1 billion
  compared  with $1.2 billion  for the comparable 1994 period.   Included in
  the  first six-month  1994  results were  restructuring  charges  of  $225
  million related to  severance costs.  Exclusive of these  charges, selling
  and administrative  expenses increased  8 percent as a  result of  ongoing
  restructuring charges of approximately  $60 million before tax, related to
  system  development  redesign,  and   lower  favorable  currency  effects.
  Included  in  1995 first  six-month  results  were  favorable  before  tax
  currency  effects  of  $14  million,  compared with  $51  million  for the
  corresponding 1994 period. 

  Interest expense of $175 million for the first six months of 1995 compared
  with  $135 million  for the corresponding  1994 period,  reflecting higher
  debt balances and slightly higher interest rates. 


  Second Quarter 1995 vs. Second Quarter 1994
  Second-quarter 1995 net  income totaled $533 million, or $1.08  per share,
  compared with  $410 million, or $.83  per share in  the second  quarter of

                                        6.<PAGE>
<PAGE>
  1994.    Included  in 1994  second-quarter  earnings were  the  previously
  mentioned COET  benefits of $270 million and restructuring charges of $256
  million.   Adjusting for  these items, 1994  second-quarter earnings would
  have been $396 million, or $.80 per share.

  On an  adjusted basis,  earnings for  the second quarter of  1995 of  $533
  million were 35 percent higher than last year's second quarter, reflecting
  higher chemical  earnings resulting from increases  in volumes and margins
  for  most product  lines.   Also  attributing to  the increase  was higher
  overseas E&P  earnings primarily  related to higher crude  oil prices  and
  lower exploration and  other expenses.  Partly offsetting were  lower U.S.
  E&P results primarily reflecting lower natural gas prices.  

  Sales and  other operating  revenues totaled $6.8 billion  for the  second
  quarter of  1995, 3 percent  higher than the $6.6 billion  reported in the
  second  quarter of 1994.   Chemical  revenues improved  37 percent  due to
  increased  volumes  and prices.    Refined  product  revenues  increased 8
  percent  resulting from higher  U.S. gasoline  prices.   Partly offsetting
  were lower  crude oil  revenues, resulting from lower  sales volumes,  and
  lower natural gas revenues, primarily reflecting lower prices.  

  Other income of $64 million was $504  million below the second quarter  of
  1994.  Included in the 1994 period was approximately  $400 million related
  to the COET settlement with the IRS.

  Purchases of  crude oil,  natural gas, petroleum  products and merchandise
  totaled $3.6 billion for the second quarter of 1995, 3 percent higher than
  the prior-year quarter.

  Second-quarter 1995 operating  expenses totaled $1.1 billion compared with
  $1.3 billion  for the  1994 second  quarter.   Included in  1994 operating
  expenses were  restructuring charges of  $169 million  related to  various
  facility closings  and asset dispositions.  Excluding  that charge, second
  quarter  operating expenses increased slightly, reflecting higher refinery
  maintenance expense and greater chemical activity.

  Petroleum  exploration expenses of  $116 million in the  second quarter of
  1995  were 29 percent  below the prior-year level,  mainly attributable to
  lower overseas dry hole costs of approximately $50 million. 

  Selling and administrative expenses for the second quarter of 1995 totaled
  $542 million  compared with $695  million for the  second quarter of 1994.
  Included in  the second quarter  1994 selling and administrative  expenses
  were restructuring  charges of  $225 million  related to  severance costs.
  Excluding that item, selling  and administrative  expenses for the  second
  quarter  of  1995  increased  by  15  percent  primarily  due  to  ongoing
  restructuring  charges  of  $35  million  before  tax  related  to  system
  development and redesign.    

  Interest expense of $89 million for the  second quarter of 1995  increased
  $25 million over  the second quarter of 1994,  resulting from higher  debt
  balances and slightly higher interest rates.

                                        7.<PAGE>
<PAGE>
  For  the 12  months ended June 30,  1995, return  on average shareholders'
  equity was 14.3 percent compared with 14.1 percent for the 12 months ended
  June 30,  1994.  Return  on average capital employed was  11.5 percent for
  the 12-month  period ended June  30, 1995, compared  with 10.9 percent for
  the corresponding prior-year period.

  Results by Industry Segment

  As  previously announced, Amoco  changed the  reporting segments  to align
  more  closely  with  its  organizational  structure  which  includes three
  sectors:   exploration and  production, petroleum  products and chemicals.
  Segment earnings for 1994 have been restated to conform to the new basis.

                                      Six Months         Second Quarter
  (millions of dollars)             1995      1994       1995      1994
  Exploration and Production 
    United States                 $  364    $  497      $ 189     $ 296  
    Canada                            79       105         33        22
    Overseas                         148       (66)        61       (69)
    Subtotal                         591       536        283       249
  Petroleum Products                 123       130        104        47
  Chemicals                          479       191        246       103
  Corporate and
    Other Operations*               (137)      (49)      (100)       11 
    Net Income                    $1,056    $  808      $ 533     $ 410

                           
  *    Corporate  and  other operations  include  net  interest  and general
       corporate   expenses  as  well  as  the  results  of  investments  in
       technology companies, real estate interests and other activities.


  Six Months 1995 vs. Six Months 1994

  Exploration and Production - U. S.

  U.S.  E&P operations earned $364 million  in the first six  months of 1995
  compared with  restated  earnings of  $497 million  for the  similar  1994
  period.   Included in first six-month  results for  1994 were $90  million
  associated with the  favorable COET  settlement.   Partly offsetting  were
  restructuring  charges  of $47  million,  primarily  related  to severance
  costs.   Adjusting  for  these factors,  1995  U.S. E&P  earnings  of $364
  million were 20 percent below the comparable 1994 period.

  The  decrease in earnings  mainly resulted from lower  natural gas prices,
  partly offset by  higher crude oil  prices.  For  the first six  months of
  1995,  Amoco's U.S. natural  gas prices averaged about  $1.40 per thousand
  cubic  feet ("mcf"),  $.50 per  mcf below  the first  six months  of 1994.
  Average crude oil prices  for the same  time period averaged  about $16.30
  per  barrel, up  over $2.50  per  barrel for  the  same period  last year.
  Natural gas  production for the  first six months of 1995  was 2.4 billion
  cubic  feet per  day, which was comparable  to the  same period  in 1994. 

                                               8.<PAGE>
<PAGE>
  Crude oil  and  natural gas  liquids ("NGL")  production of  293  thousand
  barrels per  day for the  first six  months of 1995  was essentially level
  with the prior-year period.    

  Exploration and Production - Canada

  Canadian  earnings, which  include supply  and marketing  of NGL,  for the
  first  six months  of  1995 were  $79  million compared  with last  year's
  restated six months earnings of $105 million.  The decrease in earnings as
  compared to  the first  six months  of  1994 reflected  lower natural  gas
  prices, which were about $.70 per  mcf below the year-earlier  period, and
  lower  production.  Six-month  1995   results  also  included  unfavorable
  currency effects of  $10 million.  Partially offsetting were  higher crude
  oil prices,  which averaged almost $4.00 per barrel above 1994, and higher
  NGL margins.  

  For  the first  six months of  1995, natural  gas production  averaged 815
  million cubic feet  per day, 3 percent below  the comparable 1994  period,
  primarily reflecting lower demand.  Crude oil and NGL production  averaged
  67 thousand barrels per  day for the first six  months of 1995, 12 percent
  below  1994,  as  a  result  of property  dispositions  and  normal  field
  declines. 

  Exploration and Production - Overseas

  Overseas E&P earnings were $148  million for the first six months of 1995,
  an  increase of  $214 million  over restated  1994  earnings for  the same
  period.   Earnings for 1994  included second-quarter restructuring charges
  of $17  million, primarily related to severance costs, and  charges of $18
  million related to concession relinquishments.  

  The increase  in six-month  1995 results also reflected  higher crude  oil
  prices,  lower exploration and other  expenses and  a gain of  $18 million
  related  to  the first-quarter  divestment  of  Amoco's  Congo operations.
  Partially offsetting was lower crude oil production. 

  For the first six months of 1995, overseas natural gas production averaged
  942 million cubic feet per  day, 2 percent above 1994 production levels of
  927 million cubic feet per day.  Crude oil and NGL production averaged 295
  thousand barrels per day, 5 percent below the comparable 1994 period.  

  Petroleum Products

  Petroleum Product activities earned $123 million for the first six  months
  of  1995,  compared  with  restated  earnings  of  $130  million  for  the
  comparable  1994 period.   Included  in 1994  results were  second-quarter
  restructuring  charges  of $41  million,  primarily  related  to severance
  costs.  

  Excluding this item, earnings of  $123 million for the first six months of
  1995 were $48 million lower than the same period in 1994.  The decrease in


                                               9.<PAGE>
<PAGE>
  earnings  between  the  two  periods  mainly  reflected  lower  distillate
  margins, lower sales volumes and higher refinery maintenance expense.    

  For the  first six  months of  1995, U.S.  refined product  sales averaged
  1,112  thousand of  barrels per  day, an  decrease of  2 percent  from the
  corresponding 1994  period.  Distillate sales volumes  decreased 3 percent
  compared with 1994,  while gasoline volumes were down  slightly.  For  the
  first  six months  of  1995, refineries  ran  at 89  percent of  capacity,
  compared with 96 percent for the comparable 1994 period, reflecting higher
  planned and unplanned maintenance.  


  Chemicals

  Chemical operations earned  $479 million for the  first six months of 1995
  as  compared to  the restated  earnings of  $191  million for  the similar
  period in 1994.  Included in the restated 1994 results were second-quarter
  restructuring  charges  of $36  million,  primarily  related  to severance
  costs.   After adjusting  for this  item, 1995 earnings increased  by $252
  million.

  The  increase in earnings for the  first six months of  1995 resulted from
  higher margins  and sales volumes  for major  product lines,  particularly
  purified  terephthalic acid  ("PTA"),  reflecting strong  consumer demand.
  Worldwide PTA, polypropylene  and olefin volumes for the first  six months
  of 1995 each increased 8 percent over the comparable 1994 period.  

  Corporate and Other Operations

  Corporate and  other operations,  which include  net interest  and general
  corporate expenses  as well  as the results of  investments in  technology
  companies,  real  estate  interests  and  other  activities,  reported net
  expenses of $137 million  for the first six months of 1995,  compared with
  net expenses after  tax of $49 million for  the first six months  of 1994.
  Corporate and  other operations expenses  for 1994 included second-quarter
  interest  income  of  $180  million  related to  the  COET  settlement and
  restructuring charges of $112 million.  

  Adjusting for these items,  net expenses for the first six months  of 1995
  of $137 million were $20 million higher than 1994.   The increase resulted
  from ongoing after-tax restructuring charges of approximately $30 million,
  primarily associated with system development and redesign.  Also affecting
  higher net expenses in 1995 were higher interest expense, reflecting  both
  an  increase in debt balances  and slightly  higher interest rates,  and a
  loss on an  asset disposition.  Partly offsetting were  favorable currency
  effects and lower costs associated with technology and other activities.

                                  10.<PAGE>
<PAGE>
  Second Quarter 1995 vs. Second Quarter 1994

  Exploration and Production - U.S.

  U.S E&P earnings were $189 million in the second  quarter of 1995 compared
  with restated 1994  second-quarter earnings of $296 million.   Included in
  1994 earnings  were benefits of  $90 million  for the COET settlement  and
  charges of $47 million related to restructuring.  

  Exclusive of  these  items, the  1995 decrease  of $64  million  primarily
  resulted from  lower natural  gas prices.  Partly  offsetting were  higher
  crude  oil  prices  for the  quarter.    Amoco's U.S.  natural  gas prices
  averaged about $1.35 per  mcf during the quarter, almost 50 cents  per mcf
  less than last  year's second quarter, reflecting lower market  demand and
  adequate industry supplies.  Amoco's U.S. crude oil prices averaged  about
  $16.70 per barrel for the 1995 second quarter, compared with about $15 per
  barrel for the comparable period of 1994.  

  Natural gas production for the second quarter of 1995 averaged 2.4 billion
  cubic feet per day, comparable to  the 1994 second-quarter average.  Crude
  oil and NGL production averaged 296 thousand barrels  per day, up slightly
  from the second quarter of 1994.

  Exploration and Production - Canada

  Canadian E&P  earnings were  $33 million  in the  second  quarter of  1995
  compared  with restated earnings of $22 million for  the second quarter of
  1994.  The  increase in earnings between the two periods  reflected higher
  crude oil  prices, NGL  margins and lower operating  expenses.   Partially
  offsetting  were lower natural  gas prices and lower  crude oil production
  volumes.

  For the second quarter of 1995, natural gas prices averaged about $.90 per
  mcf, $.60  per mcf  below the  comparable 1994 period.   Crude oil  prices
  averaged $15.50  per barrel in the  second quarter of  1995, up  $3.80 per
  barrel  over the  previous  year.   Natural  gas production  averaged  837
  million cubic feet per day in  the second quarter of 1995, 2 percent above
  the comparable 1994 period.  Crude oil and NGL  production averaged 62,000
  barrels  per day,  down 16  percent  reflecting property  dispositions and
  normal field declines.

  Exploration and Production - Overseas

  Overseas E&P  earned $61  million in the second  quarter of  1995 compared
  with  a restated  loss of  $69  million for  the  second quarter  of 1994.
  Included  in 1994 results  were restructuring expenses of  $17 million and
  charges of $18 million for concession relinquishments. 

  The increase in second-quarter  1995 earnings also reflected  higher crude
  oil prices, and  lower exploration and other expenses.   Partly offsetting
  was lower crude oil production.

  Natural gas production for the second quarter of 1995 averaged 898 million
  cubic feet per day, up 10 percent over the comparable 1994 period.   Crude
  oil  and NGL  production  for  the second  quarter  of 1995  averaged  288
  thousand barrels per day, 7 percent lower than the prior-year period.

                                               11.<PAGE>
<PAGE>
  Petroleum Products

  Petroleum Product activities earned $104 million during the second quarter
  of 1995,  compared with  restated earnings  of $47  million earned  in the
  second  quarter of  1994.   Included in  1994 second-quarter  results were
  charges of $41 million associated with restructuring charges.

  Adjusting for  these charges,  1995 earnings would have  been $16  million
  higher  than the  corresponding prior-year  period.    The improvement  in
  second  quarter  1995  earnings  resulted  from  higher  margins primarily
  reflecting strengthening  of U.S.  gasoline prices.   Partially offsetting
  were  lower distillate  margins, a  decrease in  sales volumes  and higher
  refinery maintenance expenses in the quarter.

  U.S. sales of refined products averaged 1,133 thousands of barrels per day
  during  the second  quarter of  1995, an  decrease of  6 percent  from the
  comparable  1994 period.  Refineries ran  at 91 percent  of rated capacity
  during the second quarter of 1995, compared with 103 percent in the second
  quarter of 1994, due to planned and unplanned maintenance. 

  Chemicals

  Chemical operations  earned $246  million in the second  quarter of  1995,
  compared with  $103 million for  the second quarter of 1994.   Included in
  the  1994  second-quarter  earnings  were  restructuring  expenses  of $36
  million.  After adjusting for these expenses, 1995 earnings increased $107
  million from the prior-year period. 

  The  improvement   in  1995   earnings  resulted   from  continued  strong
  performance as  margins and  sales volumes increased  across major product
  lines.   Worldwide olefin  volumes increased 8 percent  above last  year's
  second-quarter  levels.  Polypropylene  and PTA volumes were  up 6 percent
  and 4 percent, respectively,  over second-quarter 1994 volumes.

  Corporate and Other Operations

  Corporate and  other operations  reported net expenses after  tax of  $100
  million for the  second quarter of 1995.   This compared with the 1994 net
  income  after  tax  of  $11  million.   Second-quarter  1994  net expenses
  included benefits related to the COET settlement of $180 million  and $112
  million in restructuring expenses.  Adjusting for these factors, the  1995
  second-quarter net expenses of $100 million were $43 million dollars above
  the comparable prior-year quarter.

  The increase in expenses between the two periods reflected ongoing  after-
  tax  restructuring charges  of $20  million, primarily  related to  system
  development and redesign,  higher net interest  expense, and a loss on  an
  asset disposition.  

                                            12.<PAGE>
<PAGE>
  Outlook

  The Corporation and the oil industry will  continue to be affected by  the
  volatility of crude  oil and natural gas prices.  Also  affecting chemical
  and petroleum  product activities are the  overall industry product supply
  and demand balance.  Amoco's future performance is expected to be impacted
  by its  organizational structure announced  in July  1994, and  associated
  savings,  ongoing  cost reduction  programs,  the  divestment  of marginal
  properties and underperforming assets, application of new technologies and
  new governmental regulation.  Amoco's exploration efforts will continue to
  target  those areas that  offer the  most potential,  especially overseas.
  Amoco will also pursue areas  that capitalize on its natural gas resources
  and  continue  to  develop  internationally.    The  Corporation  recently
  announced it  is expanding  its chemical operations  in the  Far East  and
  entering gasoline marketing operations in Central Europe.

  Restructuring

  In July 1994, Amoco announced that its organizational structure was  being
  changed  into 17  business  groups with  a  shared  services  organization
  providing  support services.    In conjunction with  the restructuring, an
  after-tax charge  of $256  million was  accrued in  the second  quarter of
  1994.    Selling and  administrative  expenses  for  that  period included
  charges of  $225 million  ($146 million  after-tax)  related to  employee-
  termination  costs associated  with the  severance of  approximately 3,800
  employees expected  to occur by  year-end 1995.  Since July  of last year,
  charges against  the accrual totaled $128 million ($83 million after-tax).
  As of June 30, 1995, the accrual balance associated with restructuring was
  $97 million ($63 million after-tax), which was considered adequate for all
  future severances  and other related activities  to which  the Corporation
  has committed.  First six-month 1995 earnings reflected before-tax savings
  of  approximately  $200  million  in  employment  costs  and  other  costs
  resulting from the Corporation's restructuring effort.

  The  second-quarter  1994  accrual  also  included  charges  in  operating
  expenses of $169  million ($110 million after-tax) related to  a reduction
  in carrying value of  assets that  were to  be divested.   The  sale of  a
  hazardous-waste  incineration  facility  in  Kimball,  Nebraska  has  been
  completed.   Disposition  of these  assets, including  the hazardous-waste
  incineration  facility,  will  not  have  a material  effect  on revenues,
  depreciation or income.
   
  Additional  restructuring costs totaling approximately $200 million after-
  tax are expected to be incurred from July, 1994 through 1996, representing
  costs  for  system redesign,  relocations,  work  force  consolidation and
  development of  new  processes in  support of  the restructuring.    Costs
  incurred,  primarily   for  system   development  and   redesign,  totaled
  approximately $40 million after-tax in the first six months of 1995.

  Liquidity and Capital Resources

  Cash  flows from  operating activities for  the first  six months  of 1995
  amounted to $1,512 million compared with $1,390 million in the  prior-year
  period.   Working capital  of $1,264  million at June 30,  1995, decreased

                                                13.<PAGE>
<PAGE>
  $354 million from $1,618 million at December 31, 1994.   The Corporation's
  current ratio  was 1.28 to 1 at June 30,  1995 compared with 1.32  to 1 at
  year-end 1994.  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 debt totaled $4.6  billion at June 30, 1995, the same  as year-end
  1994.  Debt as a percent of debt-plus-equity  was 24.3 percent at June 30,
  1995 and at year-end 1994.  

  Amoco announced on April 25, 1995, that it  planned to purchase up to  8.9
  million shares of its common stock in excess of amounts needed for benefit
  plan purposes.   As of  June 30, 1995, approximately 6  million shares had
  been purchased at  a cost  of $405 million.   Through July  31, 1995,  8.9
  million shares were repurchased at a cost of  $601 million, completing the
  stock repurchase program. 

  Amoco Corporation  guarantees the  outstanding public  debt obligations of
  Amoco  Company.    Amoco  Corporation  and  Amoco  Company  guarantee  the
  outstanding public notes and debentures  of Amoco Canada Petroleum Company
  LTD.  ("Amoco  Canada"),  except  for  the  7   3/8  percent  Subordinated
  Exchangeable  Debentures  ("SEDs").    On August  1,  1995,  Amoco  Canada
  announced that  it will be redeeming the outstanding SEDs.  The redemption
  date  is September  1, 1995,  and  the redemption  price is  $1,022.10 per
  $1,000.00 face amount, including  the redemption premium of  2.21 percent.
  The  SEDs are  exchangeable for common  stock of  Amoco Corporation  at an
  exchange price  of $52.50 per share up to the close  of business on August
  31, 1995  and not thereafter.   Approximately 8.9 million shares  of Amoco
  Corporation common  stock would be  issued if all  the SEDs were converted
  into  stock.   At  June 30,  1995, the  balance of  the SEDs  totaled $458
  million.

  On July 7, 1995, Amoco Canada made  an offer to purchase all of the common
  shares of Home Oil Company Limited ("Home Oil") for Cdn. $16.50 per share,
  payable  in  cash.   There  are  approximately  45,863,000  common  shares
  outstanding, giving the bid an aggregate value of approximately Cdn.  $757
  million (about $550 million U.S. based on  June 30, 1995 exchange  rates.)
  The offer is conditional upon  at least 90 percent on the Home Oil  common
  shares being  deposited under the offer  and not withdrawn.   The offer is
  also conditional  upon Amoco Canada  obtaining Investment Canada approvals
  on terms and  conditions satisfactory  to Amoco  Canada.   The offer  will
  expire on September 7, 1995. 

  The  Corporation believes  its strong financial  position will  permit the
  financing of business needs and opportunities in an orderly manner.  It is
  anticipated  that  ongoing   operations  will  be  financed  primarily  by
  internally generated funds.    Short-term obligations,  such as commercial
  paper borrowings, give the Corporation the flexibility  to meet short-term
  working capital and other temporary requirements.  At June 30,  1995, bank
  lines of  credit available to support commercial paper borrowings amounted

                                               14.<PAGE>
<PAGE>
  to  $490 million,  all of  which were  supported by  commitment fees.   To
  maintain flexibility, a  shelf registration statement for $500  million in
  debt  securities  remains  on   file  with  the  Securities  and  Exchange
  Commission ("SEC") to permit ready access to capital markets.

  Capital  and exploration  expenditures for  the first  six months  of 1995
  totaled $1,524  million compared  with $1,388  million for the  comparable
  1994  period.  Approximately 70 percent of the total 1995 expenditures has
  been spent in exploration and production operations.

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



                                                15.<PAGE>
<PAGE>
                           PART II--OTHER INFORMATION

  Item 1.  Legal Proceedings
  Reference is made to the description of legal proceedings  in Part I, Item
  3 of the Corporation's 1994 Annual Report on Form 10-K and Part II, Item 1
  of  the Corporation's Report on Form  10-Q for the  quarterly period ended
  March 31, 1995.

  Thirteen proceedings instituted by governmental authorities are pending or
  known to  be contemplated  against Amoco and certain  of its  subsidiaries
  under  federal, state  or local  environmental laws,  each of  which could
  result  in  monetary  sanctions  in  excess of  $100,000.    No individual
  proceeding is,  nor are the proceedings  as a  group, expected  to have  a
  material  adverse effect  on  Amoco's  liquidity,  consolidated  financial
  position or results of  operations.  Amoco estimates that in the aggregate
  the  monetary  sanctions  reasonably  likely  to  be  imposed  from  these
  proceedings amount to approximately $5.2 million.

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

  Item 2.  Changes in Securities
  Not applicable.

  Item 3.  Defaults upon Senior Securities
  Not applicable.

  Item 4.  Submission of Matters to a Vote of Security Holders
  Not applicable.





                                                16.<PAGE>
<PAGE>
  Item 5.  Other Information
      Shown below is summarized financial information as to the assets,     
      liabilities and results  of  operations  of Amoco's wholly owned      
      subsidiary, Amoco Company.                                          
                                       Three Months       Six Months
                                          Ended              Ended 
                                         June 30,           June 30,    
                                      1995      1994     1995      1994 
                                             (millions of dollars)
      Total revenues (including
        excise taxes).............. $ 7,195   $ 7,397  $13,934   $13,533
      Operating profit............. $   810   $   596  $ 1,489   $ 1,105
      Net income................... $   502   $   561  $   948   $   938

                                               June 30, Dec. 31,
                                                 1995     1994 
                                             (millions of dollars)
      Current assets........................   $ 4,552  $ 5,399
      Total assets..........................   $25,194  $24,549
      Current liabilities...................   $ 3,382  $ 4,142
      Long-term debt........................   $ 6,844  $ 6,190
      Deferred credits......................   $ 4,688  $ 4,584
      Minority interest.....................   $     7  $     5
      Shareholder's equity..................   $10,273  $ 9,628


      Amoco Argentina Oil Company ("Amoco Argentina") is a wholly owned     
      subsidiary of Amoco International Petroleum Company, which is an
      indirect wholly owned subsidiary of Amoco.  Summarized financial
      data for Amoco Argentina are presented below.      
                                                                            
                                       Three Months       Six Months
                                          Ended              Ended 
                                         June 30,            June 30,    
                                      1995      1994      1995      1994 
                                             (millions of dollars)
      Revenues...................   $    61   $    38   $   122   $    80
      Net income.................   $    20   $    20   $    44   $    38

                                               June 30,    Dec. 31,
                                                 1995        1994  
                                              (millions of dollars)
      Current assets........................   $   113     $    97
      Total assets..........................   $   398     $   349
      Current liabilities...................   $    60     $    58
      Non-current liabilities...............   $   103     $   100
      Shareholder's equity..................   $   235     $   191






                                               17.<PAGE>
<PAGE>
  Item 6.  Exhibits and Reports on Form 8-K
  (a)  Exhibits
                                                          Sequentially
       Exhibit                                              Numbered
       Number                                                 Page    
       12    Statement Setting Forth Computation of Ratio
             of Earnings to Fixed Charges.

       27    Financial Data Schedule.

  (b)  Current reports on Form 8-K dated April 5, 1995
       and April 13, 1995 were filed.  The filing of
       April 5, 1995 was made to include summarized
       financial data for Amoco Argentina Oil Company
       in Note 22 of the Consolidated Financial
       Statements.

       The filing of April 13, 1995, announced that the
       basis upon which operations are grouped for the
       purpose of business segment reporting had been
       changed to align with Amoco's organizational
       structure.  Restated segment earnings for the
       years 1994, 1993 and 1992 and earnings by quarter
       for 1994 and 1993 were included.

























                                                18.<PAGE>
<PAGE>
                                   Signature

  Pursuant to the  requirements of the Securities  Exchange Act of 1934, the
  registrant has duly caused this report to  be signed on its behalf  by the
  undersigned thereunto duly authorized.

                                             Amoco Corporation
                                                (Registrant)
  Date: August 11, 1995



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



































                                                19.<PAGE>

<PAGE>
<PAGE>
                                                             EXHIBIT 12

                            AMOCO CORPORATION
                              _____________

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

                           Six Months 
                               Ended        Year Ended December 31,      
                             June 30,                             
                               1995     1994   1993   1992   1991   1990 

  Determination of Income:
    Consolidated earnings
      before income taxes
      and minority interest.  $1,478   $2,491 $2,506 $  998 $2,035 $3,410
    Fixed charges expensed by
      consolidated companies     212      316    350    376    479    596   
    Adjustments for certain
      companies accounted for
      by the equity method..      13        7     11     28     20     35

    Adjusted earnings plus
      fixed charges.........  $1,703   $2,814 $2,867 $1,402 $2,534 $4,041 
                                   
  Determination of Fixed Charges:
    Consolidated interest on
      indebtedness (including
      interest capitalized).  $  159   $  288 $  299 $  333 $  433 $  532 
    Consolidated rental
      expense representative
      of an interest factor.      48       23     50     44     54     60    
    Adjustments for certain
      companies accounted for
      by the equity method..       5        5      8     20     24     25 

    Total fixed charges.....  $  212   $  316 $  357 $  397 $  511 $  617 
                                   
  Ratio of earnings to
    fixed charges...........     8.0      8.9    8.0    3.5    5.0    6.5 <PAGE>

<TABLE> <S> <C>

<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from the
Consolidated Statement of Income and the Consolidated Statement of Financial
Position and is qualfied in its entirety by reference to such financial
statements.
</LEGEND>
<CIK> 0000093397
<NAME> AMOCO CORPORATION
<MULTIPLIER> 1000000
       
<S>                             <C>
<PERIOD-TYPE>                   6-MOS
<FISCAL-YEAR-END>                          DEC-31-1995
<PERIOD-START>                             JAN-01-1995
<PERIOD-END>                               JUN-30-1995
<CASH>                                             133
<SECURITIES>                                       867
<RECEIVABLES>                                     3102
<ALLOWANCES>                                        22
<INVENTORY>                                       1137
<CURRENT-ASSETS>                                  5834
<PP&E>                                           46884
<DEPRECIATION>                                   25301
<TOTAL-ASSETS>                                   28922
<CURRENT-LIABILITIES>                             4570
<BONDS>                                           4223
<COMMON>                                          2140
                                0
                                          0
<OTHER-SE>                                       12344
<TOTAL-LIABILITY-AND-EQUITY>                     28922
<SALES>                                          13434
<TOTAL-REVENUES>                                 15277
<CGS>                                             9542
<TOTAL-COSTS>                                     9542
<OTHER-EXPENSES>                                  3069
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                                 175
<INCOME-PRETAX>                                   1478
<INCOME-TAX>                                       422
<INCOME-CONTINUING>                               1056
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                      1056
<EPS-PRIMARY>                                     2.13
<EPS-DILUTED>                                        0
        

</TABLE>


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