AMOCO CORP
10-Q, 1995-05-12
PETROLEUM REFINING
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                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-Q


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

     For the quarterly period ended March 31, 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 March 31, 1995--496,464,913.           
     




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

   Item 1.  Financial Statements

   Consolidated Statement of Income
   (millions of dollars)
                                                 Three Months     
                                                     Ended        
                                                   March 31,    
                                                 1995     1994  
   Revenues:
     Sales and other operating revenues        $ 6,620  $ 5,861 
     Consumer excise taxes.............            808      799 
     Other income......................            136      105 
         Total revenues................          7,564    6,765 

   Costs and Expenses:
     Purchased crude oil, natural gas,
       petroleum products and 
       merchandise.....................          3,498    2,897 
     Operating expenses................          1,121    1,130
     Petroleum exploration expenses,
       including exploratory dry holes.            115      114 
     Selling and administrative expenses           471      466 
     Taxes other than income taxes.....          1,002      991 
     Depreciation, depletion, amorti-
       zation, and retirements and
       abandonments....................            534      539 
     Interest expense..................             86       71 
         Total costs and expenses......          6,827    6,208 

   Income before income taxes..........            737      557 

   Income taxes........................            214      159 

   Net income..........................        $   523  $   398 

   Weighted average number of shares
     of common stock outstanding (in
     thousands)........................        496,379  496,445 

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

   Net income..........................        $  1.05  $   .80 

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






                                         2.<PAGE>
<PAGE>
   Consolidated Statement of Financial Position
   (millions of dollars) 
                                                      March 31,     Dec. 31,
                                                         1995         1994 
                          ASSETS       
   Current Assets:
     Cash............................................. $   140      $   166
     Marketable securities--at cost (all corporate,
       except $162 on March 31, 1995, and $355 
       on December 31, 1994, which represent
       state and municipal securities)................   1,684        1,623
     Accounts and notes receivable (less allowances
       of $23 at March 31, 1995, and $23 at
       December 31, 1994).............................   2,853        3,180
     Inventories
       Crude oil and products.........................     731          748
       Materials and supplies.........................     297          294
     Prepaid expenses and income taxes................     650          631
       Total current assets...........................   6,355        6,642
   Investments and Other Assets:
     Investments and related advances.................     531          470
     Long-term receivables and other assets...........     729          661
                                                         1,260        1,131
   Properties--at cost, less accumulated
     depreciation, depletion and amortization of
     $24,849 at March 31, 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)....  21,461       21,543
       Total assets................................... $29,076      $29,316
                                                       
          LIABILITIES AND SHAREHOLDERS' EQUITY
   Current Liabilities:
     Current portion of long-term obligations......... $   171      $    24
     Short-term obligations...........................     320          224
     Accounts payable.................................   2,437        2,759
     Accrued liabilities..............................   1,038        1,162
     Taxes payable (including income taxes)...........     689          855
       Total current liabilities......................   4,655        5,024

   Long-Term Debt.....................................   4,220        4,387

   Deferred Credits and Other Non-Current Liabilities:
     Income taxes.....................................   3,022        2,961
     Other............................................   2,533        2,547
                                                         5,555        5,508
   Minority Interest..................................      15           15

   Shareholders' Equity:
     Common stock (authorized 800,000,000 shares;
       issued and outstanding at March 31, 1995, 
       --496,464,913 shares; December 31, 1994
       --496,393,067 shares)..........................   2,165        2,166
     Earnings retained and invested in the business...  12,447       12,223
     Foreign currency translation adjustment..........      19           (7)
                                                        14,631       14,382
       Total liabilities and shareholders' equity..... $29,076      $29,316
                                         3.<PAGE>
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   Consolidated Statement of Cash Flows
   (millions of dollars)

                                                          Three Months Ended
                                                               March 31,   
                                                            1995      1994 

   Cash Flows From Operating Activities:
     Net income.........................................  $   523   $   398 
     Adjustments to reconcile net income to net
       cash provided by operating activities:  
       Depreciation, depletion, amortization, and
         retirements and abandonments...................      534       539
       (Increase) decrease in receivables...............      285        (4)
       Decrease in inventories..........................        9       112
       Decrease in payables and accrued 
         liabilities....................................     (609)     (300)
       Deferred taxes and other items...................      (57)      (28)
         Net cash provided by operating activities......      685       717



   Cash Flows From Investing Activities:
     Capital expenditures...............................     (527)     (504)
     Proceeds from dispositions of properties  
       and other assets.................................      142        68
     New investments, advances and business 
       acquisitions.....................................      (23)      (11)
     Proceeds from sales of investments.................        -       175
     Other..............................................       (8)        2
         Net cash used in investing activities..........     (416)     (270)



   Cash Flows From Financing Activities:
     New long-term obligations..........................       62        25
     Repayment of long-term obligations.................      (91)      (16)
     Cash dividends paid................................     (298)     (273)
     Issuances of common stock..........................       57         4
     Acquisitions of common stock.......................      (60)        -
     Increase (decrease) in short-term obligations......       96      (266)
         Net cash used in financing activities..........     (234)     (526)

   Increase (decrease) in Cash and Marketable Securities       35       (79)
   Cash and Marketable Securities-Beginning of Period...    1,789     1,217
   Cash and Marketable Securities-End of Period.........  $ 1,824   $ 1,138











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

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

   Item 2. Management's Discussion and Analysis

   Results of Operations

   Net income for the first three months of 1995 amounted to $523 million, or
   $1.05  per share.   This  was 31  percent higher  than  first-quarter 1994
   earnings  of $398 million,  or $.80 per  share.  The  increase in earnings
   reflects  strong  chemical earnings,  resulting  from  higher volumes  and
   margins in major product lines, higher exploration and production earnings
   and  lower corporate and other operations expenses.  Offsetting were lower
   petroleum  products earnings,  primarily  attributable  to  lower  refined
   product margins.

   For the  12 months ended March  31, 1995, return on  average shareholders'
   equity was 13.5 percent compared with 14.9 percent for the 12 months ended
   March 31, 1994.  Return  on average capital employed was 10.8  percent for
   the 12-month period  ended March 31, 1995, compared  with 11.5 percent for
   the corresponding prior-year period.

   Sales  and other  operating revenues  totaled $6.6  billion for  the first
   three months of 1995, 13 percent  higher than the $5.9 billion reported in
   the  corresponding 1994 period.   Chemical  revenues increased  43 percent
   resulting from improved volumes and prices for major product lines.  Crude
   oil and refined  products revenues  increased 23 percent  and 11  percent,
   respectively, primarily reflecting higher prices.  Partly offsetting was a
   decrease in natural gas revenues of 20 percent, due to lower prices.

   Purchases  of crude oil,  natural gas, petroleum  products and merchandise
   totaled $3.5 billion for the first three months of 1995, 21 percent higher
   than 1994's first three months, primarily attributable to higher crude oil
   and  refined product purchase  prices and volumes,  and increased chemical
   purchases.

   Operating  expenses totaled  $1.1 billion  for the  first three  months of
   1995, slightly  below the corresponding 1994  period, primarily reflecting
   lower  oil  and  gas  production costs  offset  by  increased activity  in
   chemical operations.  Selling and administrative expenses of $471  million
   for the  first three months of  1995 were essentially level  with the 1994

                                         5.<PAGE>
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   first quarter primarily reflecting cost savings from restructuring  offset
   by lower foreign currency gains.

   Interest  expense was  $86 million  for the  first three  months  of 1995,
   compared with $71 million for the comparable 1994 period.

   Results by Industry Segment

   Amoco  has changed the reporting segments to align 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.


                                         Three Months  
   (millions of dollars)                 1995      1994
   Exploration and Production 
     United States...................  $  175    $  201
     Canada..........................      46        83
     Overseas........................      87         3
     Subtotal........................     308       287
   Petroleum Products................      19        83
   Chemicals.........................     233        88
   Corporate and Other Operations*...     (37)      (60)
     Net Income                        $  523    $  398 

                            
   *  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.


   Exploration and Production - U.S.

   U.S. exploration and  production ("E&P") earnings of $175 million  were 13
   percent  below restated prior-year earnings of $201 million.  The decrease
   mainly  resulted from  lower natural  gas prices.  Partly  offsetting were
   higher crude oil  prices.  Amoco's U.S. natural gas  prices averaged about
   $1.40  per thousand  cubic  feet ("mcf"),  $.60  per mcf  below the  first
   quarter of 1994.  Average crude oil prices were up about $3.70 per  barrel
   and  averaged  almost $16  per  barrel  for the  quarter.     Natural  gas
   production of 2,430 million cubic feet  per day was slightly higher than a
   year ago, while  crude oil and natural  gas liquids ("NGL") production  of
   290,000  barrels per day  was essentially level with  production from last
   year's first quarter.


   Exploration and Production - Canada

   Canadian  earnings, which  include supply  and marketing  of NGL,  for the

                                         6.<PAGE>
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   first quarter of 1995 were $46 million compared with last  year's restated
   first-quarter  earnings  of  $83  million.    The  1994  results  included
   favorable currency effects of about $24 million.  The decrease in earnings
   also  reflects  lower natural  gas  prices and  lower  production volumes.
   Partly offsetting were higher crude oil prices and NGL margins.

   Natural  gas production  averaged 792  million cubic feet  per day  in the
   first quarter of  1995, 9 percent below the comparable  1994 period due to
   lower demand.   Crude oil and  NGL production averaged  71,000 barrels per
   day,   down  8  percent   due  to  normal  field   declines  and  property
   dispositions.


   Exploration and Production - Overseas

   Overseas  E&P earnings  were $87  million in  the first  quarter of  1995,
   significantly higher than  the restated 1994 first-quarter  earnings of $3
   million.  The improved performance reflects higher crude oil prices and  a
   gain of $18 million related to the divestment of Amoco's Congo operations.
   Lower  operating costs  and exploration  expenses also contributed  to the
   increase  in earnings.  Partly offsetting were adverse currency effects of
   $12 million.

   Crude oil  and NGL production  decreased 4 percent to  300,000 barrels per
   day  while natural gas production was down  5 percent to 986 million cubic
   feet per day.

   Petroleum Products

   Petroleum products  operations earned $19  million during the  first three
   months  of 1995.  This compared with  restated earnings of $83 million for
   the comparable 1994 period.    Contributing to the decline were lower U.S.
   refined product margins for Amoco, which averaged about 5 cents per gallon
   below  the 1994  period,  in part  reflecting  warmer than  normal  winter
   weather, higher crude oil costs and a very competitive marketplace.
     
   For the  three months of 1995,  U.S. refined product  sales averaged 1,092
   thousand barrels  per day, essentially  level with the  corresponding 1994
   period. 

   Chemicals

   Chemical earnings of $233  million for the first quarter  of 1995 compared
   with restated earnings of $88 million in the first quarter  of a year ago.
   Earnings  were   favorably  affected   by  strong  volumes   and  margins,
   particularly for olefins, polymers and purified terephthalic acid ("PTA"),
   and successful cost  control measures.  Worldwide olefins and  PTA volumes
   for  the  first  three  months   of  1995  increased  7  and  12  percent,
   respectively, over the comparable 1994 period.  



                                      7.<PAGE>
   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 $37 million in the  first quarter of 1995.  This compared with
   restated  net  expenses  of  $60  million  for  these  activities  in  the
   corresponding  1994 period.    The  improvement  in  corporate  and  other
   operations  in  the  first  quarter of  1995  reflects  cost savings  from
   restructuring  efforts,   favorable  currency  effects   and  lower  costs
   associated with technology and other activities.   

   Outlook

   The  Corporation and the oil industry will  continue to be affected by the
   price volatility of crude  oil and natural  gas.  Also affecting  chemical
   and petroleum products  activities are  crude oil prices  and the  overall
   industry product supply and demand balance.  Amoco's future performance is
   expected to be impacted by its new organizational structure 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.  Amoco will also pursue
   areas  that capitalize  on  its natural  gas  resources, and  continue  to
   develop its international chemical business.

   Restructuring

   In July 1994,  Amoco announced  that the organizational  structure of  the
   Corporation  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 $115 million ($75
   million after-tax).   As of March 31, 1995, the accrual balance associated
   with  restructuring was  $110 million ($71  million after-tax),  which was
   considered adequate for all future severances and other related activities
   to  which the  Corporation  has committed.    First-quarter 1995  earnings
   reflected before-tax  savings of approximately $100  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 will  be divested.  Disposition of these
   assets, including a 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 through  1996, representing  costs for
   system redesign, relocations, work  force consolidation and development of

                                         8.<PAGE>
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   new  processes in support of the restructuring.  Costs incurred, primarily
   for  system development and redesign, totaled $17 million after-tax in the
   first quarter of 1995.

   Liquidity and Capital Resources

   Cash  flows from operating  activities for the first  three months of 1995
   amounted  to $685  million compared  with $717  million in  the prior-year
   period.   Working capital of $1,700  million at March  31, 1995, increased
   $82  million from $1,618 million at  December 31, 1994.   As a result, the
   Corporation's current ratio increased to 1.37 to 1 at March 31, 1995, from
   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  announced on April 25, 1995, that it  is planning to purchase up to
   8.9 million shares  of its common  stock in excess  of amounts needed  for
   benefit plan purposes.

   Amoco's  debt totaled $4.7 billion  at March 31, 1995,  compared with $4.6
   billion at year-end 1994.  Debt  as a percent of debt-plus-equity was 24.3
   percent at March 31, 1995 and at year-end 1994.  

   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"), due September 1, 2013.  The SEDs, which
   may be redeemed  by Amoco Canada after September  1, 1995, are convertible
   into  Amoco  Corporation  common  stock until  redemption  or  retirement.
   Approximately 8.9 million  shares of Amoco Corporation common  stock would
   be issued  if all the SEDs were converted  into stock.  At March 31, 1995,
   the balance of the SEDs totaled $458 million. 

   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 March 31, 1995, bank
   lines of credit available to support commercial paper borrowings  amounted
   to  $490 million,  all of  which were  supported by  commitment fees.   To
   maintain flexibility, a  shelf registration statement for  $500 million in
   debt  securities  remains  on  file  with   the  Securities  and  Exchange
   Commission to permit ready access to capital markets.

   Cash dividends  paid in  the first quarter  of 1995 totaled  $298 million.
   The  quarterly dividend was raised to 60  cents per share in January 1995,
   an increase of 5 cents per share, or 9 percent, over the previous rate. 

   Capital  and exploration expenditures  for the first three  months of 1995

                                         9.<PAGE>
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   totaled  $642 million compared  with $618 million for  the comparable 1994
   period.  Amoco previously  announced a  full-year capital  and exploration
   expenditure  budget of  $4.2 billion  for 1995.   Capital  and exploration
   spending for the year 1994 totaled $3.2 billion.

   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, refining and 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.

                            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.

   With  respect to  the contest  of the  Internal Revenue  Service statutory
   Notice of  Deficiency, trial  on the  matter was held  in April  1995.   A
   decision is not expected until 1996.

   Eleven 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 $5.4 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.


                                         10.<PAGE>
<PAGE>
   Item 3.  Defaults upon Senior Securities
   Not applicable.

   Item 4.  Submission of Matters to a Vote of Security Holders
   (a)  The Annual Meeting of Shareholders was held on April 25, 1995.

   (b)  Not applicable

   (c)   Four  persons  nominated  by the  Board  of  Directors were  elected
   directors.   Proxies for the meeting were solicited pursuant to Regulation
   14A;  there  was no  solicitation in opposition  to management's  nominees
   listed in the proxy statement.   Results of the election were  as follows:
   Ruth  S. Block, shares for 405,218,116, shares withheld 5,444,987; John H.
   Bryan,  shares  for  405,517,404,  shares withheld  5,145,699;  Walter  E.
   Massey, shares for 405,269,950, shares withheld 5,393,153; and Michael  H.
   Wilson, shares  for 405,557,096,  shares withheld 5,106,007.   Abstentions
   for the nominees as a group totaled 5,388,932.  Results of the concurrence
   in  the  appointment  of  Price Waterhouse  LLP  to  serve as  independent
   accountants for Amoco and its  subsidiaries for the fiscal year 1995  were
   as  follows:    shares  for  405,997,796,  shares  against  3,312,128  and
   abstentions 1,353,179.  

   (d)  Not applicable



























                                         11.<PAGE>
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   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 Ended   
                                                      March 31,    
                                                  1995        1994 
                                               (millions of dollars)
       Total revenues (including
         excise taxes).......................   $ 6,739     $ 6,136
       Operating profit......................   $   679     $   509
       Net income............................   $   446     $   377

                                               March 31,    Dec. 31,
                                                  1995        1994 
                                               (millions of dollars)
       Current assets........................   $ 5,389     $ 5,399
       Total assets..........................   $25,269     $24,549
       Current liabilities...................   $ 3,668     $ 4,142
       Long-term debt........................   $ 6,843     $ 6,190
       Deferred credits......................   $ 4,652     $ 4,584
       Minority interest.....................   $     6     $     5
       Shareholder's equity..................   $10,100     $ 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 Ended        
                                                      March 31,    
                                                  1995        1994 
                                               (millions of dollars)
       Revenues..............................   $    61     $    42
       Net income............................   $    24     $    18

                                               March 31,   Dec. 31,
                                                  1995        1994 
                                               (millions of dollars)
       Current assets........................   $   108     $    97
       Total assets..........................   $   379     $   349
       Current liabilities...................   $    58     $    58
       Non-current liabilities...............   $   106     $   100
       Shareholder's equity..................   $   215     $   191





                                         12.<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.
        
        























                                         13.<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: May 12, 1995



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
































                                         14.<PAGE>
<PAGE>
<PAGE>
                                                              EXHIBIT 12

                            AMOCO CORPORATION

                              _____________

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

                           Three Months 
                               Ended        Year Ended December 31,      
                             Mar. 31,                             
                               1995     1994   1993   1992   1991   1990 

  Determination of Income:
    Consolidated earnings
      before income taxes
      and minority interest.  $  737   $2,491 $2,506 $  998 $2,035 $3,410
    Fixed charges expensed by
      consolidated companies      94      316    350    376    479    596   
    Adjustments for certain
      companies accounted for
      by the equity method..       5        7     11     28     20     35

    Adjusted earnings plus
      fixed charges.........  $  836   $2,814 $2,867 $1,402 $2,534 $4,041 
                                   
  Determination of Fixed Charges:
    Consolidated interest on
      indebtedness (including
      interest capitalized).  $   79   $  288 $  299 $  333 $  433 $  532 
    Consolidated rental
      expense representative
      of an interest factor.      12       23     50     44     54     60    
    Adjustments for certain
      companies accounted for
      by the equity method..       2        5      8     20     24     25 

    Total fixed charges.....  $   93   $  316 $  357 $  397 $  511 $  617 
                                   
  Ratio of earnings to
    fixed charges...........     9.0      8.9    8.0    3.5    5.0    6.5 <PAGE>

<TABLE> <S> <C>
<PAGE>
<PAGE>
<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from the
Consolidated Statement of Income and the Consolidated Statement of
Financial Position and is qualified in its entirety by reference to
such financial statements.
</LEGEND>
<CIK> 0000093397
<NAME> AMOCO CORPORATION
<MULTIPLIER> 1000000
       
<S>                             <C>
<PERIOD-TYPE>                   3-MOS
<FISCAL-YEAR-END>                          DEC-31-1995
<PERIOD-START>                             JAN-01-1995
<PERIOD-END>                               MAR-31-1995
<CASH>                                             140
<SECURITIES>                                      1684
<RECEIVABLES>                                     2876
<ALLOWANCES>                                        23
<INVENTORY>                                       1028
<CURRENT-ASSETS>                                  6355
<PP&E>                                           46310
<DEPRECIATION>                                   24849
<TOTAL-ASSETS>                                   29076
<CURRENT-LIABILITIES>                             4655
<BONDS>                                           4220
<COMMON>                                          2165
                                0
                                          0
<OTHER-SE>                                       12466
<TOTAL-LIABILITY-AND-EQUITY>                     29076
<SALES>                                           6620
<TOTAL-REVENUES>                                  7564
<CGS>                                             4734
<TOTAL-COSTS>                                     4734
<OTHER-EXPENSES>                                  1536
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                                  86
<INCOME-PRETAX>                                    737
<INCOME-TAX>                                       214
<INCOME-CONTINUING>                                523
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                       523
<EPS-PRIMARY>                                     1.05
<EPS-DILUTED>                                        0
        <PAGE>

</TABLE>


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