AMOCO CORP, S-3, 1995-10-30

AMOCO CORP
S-3, 1995-10-30
PETROLEUM REFINING

Previous: DEAN WITTER LIQUID ASSET FUND INC, NSAR-B, 1995-10-30

Next: MOVIE STAR INC /NY/, 10-K/A, 1995-10-30

<PAGE>

As filed with the Securities and Exchange Commission on October 30, 1995
File No. 33-
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
______________________

FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
______________________

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

200 E. RANDOLPH DRIVE
CHICAGO, ILLINOIS 60601
(312-856-6111)
(Address, including zip code, and telephone number, including
area code, of registrant's principal executive offices)

INDIANA 36-1812780
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)

S. F. GATES, ESQ.
VICE PRESIDENT AND GENERAL COUNSEL
AMOCO CORPORATION
200 E. RANDOLPH DRIVE
CHICAGO, ILLINOIS 60601
(312-856-5474)
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
______________________

Approximate date of commencement of proposed sale to the public. As soon as
practicable after the effective date of this registration statement.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. / /
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, please check the following box. /X/
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act of 1933, please check the
following box and list the Securities Act registration statement number of the
earlier effective registration statement for the same offering. / / ________
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act of 1933, check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering. / / ________
If delivery of the prospectus is expected to be made pursuant to Rule 434
under the Securities Act of 1933, please check the following box. / /

CALCULATION OF REGISTRATION FEE

(*) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c) based on the average of high and low prices
reported on The New York Stock Exchange Composite Tape for October 24,
1995.
______________________

THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a),
MAY DETERMINE.

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

<PAGE>

INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY
OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES
EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE SECURITIES
IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE UNLAWFUL PRIOR
TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF ANY SUCH STATE.

SUBJECT TO COMPLETION, DATED OCTOBER 30, 1995

PROSPECTUS

AMOCO CORPORATION

[AMOCO LOGO]

AMOCO INVESTOR ACCESS PLAN

Amoco Corporation, an Indiana corporation (the "Company" or "Amoco") hereby
offers participation in its Amoco Investor Access Plan (the "Plan"). The Plan
is designed to provide investors with a convenient way to purchase shares of the
Company's common stock, without par value ("Common Stock"), and to reinvest the
cash dividends paid on Common Stock in additional shares of Common Stock. (See
"Amoco Investor Access Plan Description.")

PARTICIPANTS IN THE PLAN MAY:

- Invest by making an initial cash payment of at least $450 and by
making optional cash payments of at least $50 up to a maximum total of
initial and optional cash payments of $150,000 per year.

- Convert all shares of Common Stock held of record (if at least five
(5) shares are held of record) into shares held in a Plan Account (as
hereafter defined), and thereafter use all Plan services for those
shares.

- Automatically reinvest cash dividends paid on Common Stock allocable
to their Plan Accounts or have cash dividends sent by electronic funds
transfer to their predesignated accounts at a bank, savings
association or other financial institution ("Bank Accounts").

- Send in certificates to the Administrator (as hereafter defined) for
safekeeping to minimize the risks and costs associated with the loss,
theft or destruction of stock certificates and to simplify
recordkeeping.

- Receive, upon written request, certificates for whole shares of Common
Stock allocable to their Plan Accounts. Alternatively, participants
may maintain their share position in their Plan Accounts without
certificates.

- Transfer, sell or give shares of Common Stock allocable to their Plan
Accounts.

2
<PAGE>

Shares of Common Stock required for the Plan may be purchased from the
Company or in the open market. Purchases and sales in the "open market" mean
those made on any securities exchange on which the Common Stock is listed, in
the over-the-counter market or by negotiated transactions, excluding
transactions with the Company or its affiliates. At present, it is anticipated
that the shares of Common Stock required for the Plan will be purchased in the
open market and the Company will not receive any proceeds therefrom. Open
market purchases will be effected through the Independent Agent (as hereinafter
defined) selected by the Administrator (as hereinafter defined). Amoco Common
Stock is listed on the New York, Chicago, Pacific, Toronto and four Swiss stock
exchanges. The closing price of the Common Stock on October 24, 1995 on the New
York Stock Exchange was $64.375.

All Plan purchases of Common Stock will be made by the Administrator at the
then current market price of the Common Stock, calculated as described herein,
either in the open market or from the Company.

Plan participants will be required to pay certain fees and charges in
connection with the Plan as described herein. The Company will pay the costs of
administration of the Plan.

The initial Administrator will be the First Chicago Trust Company of New
York, which will administer the Plan, keep records, send statements of Plan
Account activity ("Statements of Account") to participants and perform other
duties related to the Plan.

This Prospectus relates to 5,000,000 shares of Common Stock offered for
purchase under the Plan.

To the extent required by applicable law in certain jurisdictions,
including Arizona, Florida, New Jersey, North Carolina, North Dakota, Oklahoma,
Texas, and Vermont, shares of Common Stock offered under the Plan to persons not
presently record holders of Common Stock are offered only through a registered
broker/dealer in such jurisdictions.

This Prospectus contains a summary of the material provisions of the Plan
and, therefore, this Prospectus should be retained by participants in the Plan
for future reference.
______________________

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION
PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
______________________

The date of this Prospectus is October 30, 1995

NO PERSON IS AUTHORIZED IN CONNECTION WITH ANY OFFERING MADE HEREBY TO GIVE
ANY INFORMATION OR TO MAKE ANY REPRESENTATIONS NOT CONTAINED OR INCORPORATED BY
REFERENCE IN THIS PROSPECTUS OR ANY PROSPECTUS SUPPLEMENT, AND ANY INFORMATION
OR REPRESENTATION NOT CONTAINED OR INCORPORATED BY REFERENCE HEREIN OR THEREIN
MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY OR ANY OTHER
PERSON. THIS PROSPECTUS IS NOT AN OFFER TO SELL, OR A SOLICITATION OF ANY OFFER
TO BUY, BY ANY PERSON IN ANY JURISDICTION IN WHICH IT IS UNLAWFUL FOR SUCH
PERSON TO MAKE SUCH AN OFFER OR SOLICITATION. NEITHER THE DELIVERY OF THIS
PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE
ANY IMPLICATION THAT THE INFORMATION CONTAINED HEREIN IS CORRECT AS OF ANY TIME
SUBSEQUENT TO THE DATE OF SUCH INFORMATION.

3
<PAGE>

AVAILABLE INFORMATION

The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "1934 Act"), and in accordance therewith
files reports and other information with the Securities and Exchange Commission
(the "Commission"). Such reports, proxy statements, and other information can be
inspected and copied at the following regional offices of the Commission: 500
West Madison Street, Suite 1400, Chicago, Illinois, and 7 World Trade Center,
New York, New York. Copies can also be obtained from the Commission's Public
Reference Section, 450 Fifth Street, N.W., Washington, D.C. at prescribed rates.
The Company's Common Stock is listed on the New York, Chicago, Pacific, Toronto,
and four Swiss stock exchanges. Reports, proxy statements, and other
information concerning the Company can be inspected at the New York, Chicago,
Pacific and Toronto stock exchanges.

This Prospectus constitutes a part of a registration statement (together
with all amendments and exhibits thereto, the "Registration Statement") filed by
the Company with the Commission under the Securities Act of 1933, as amended.
As permitted by the rules and regulations of the Commission, this Prospectus
omits certain information contained in the Registration Statement, and reference
is made to the Registration Statement for further information with respect to
the Company and the shares of Common Stock registered under the Registration
Statement. Any statements contained herein concerning the provisions of any
document filed as an exhibit to the Registration Statement or otherwise filed
with the Commission are not necessarily complete, and in each instance reference
is made to the copy of such document so filed. Each such statement is qualified
in its entirety by such reference.

INCORPORATION OF CERTAIN DOCUMENTS

There are hereby incorporated by reference in this Prospectus the following
documents:

(a) The Company's Annual Report on Form 10-K for the year ended
December 31, 1994;

(b) The Company's definitive Proxy Statement dated March 13, 1995, in
connection with its Annual Meeting of Shareholders held on April 25, 1995 (other
than the Board Compensation and Organization Committee Report on Executive
Compensation and the Cumulative Total Shareholder Return Five-Year Comparison
graph, which are not incorporated by reference herein);

(d) The Company's Quarterly Reports on Form 10-Q for the periods ended
March 31, 1995 and June 30, 1995; and

(e) The description of Common Stock which is contained in the Company's
registration statement filed pursuant to Section 12 of the 1934 Act;

in each case filed with the Commission pursuant to the 1934 Act.

All reports pursuant to Sections 13(a), 13(c), 14 or 15(d) of the 1934 Act
and all definitive proxy statements (other than the portions of such proxy
statements consisting of (i) the report of any committee of the Company's Board
of Directors on executive compensation and (ii) the shareholder return
comparison graph) pursuant to Section 14 of the 1934 Act filed by the Company
after the date of this Prospectus and prior to the termination of the offering
of Common Stock made by this Prospectus shall be deemed to be incorporated by
reference in this Prospectus and to be a

4
<PAGE>

part hereof from the date of filing of such documents. Any statement contained
herein or in a document incorporated or deemed to be incorporated by reference
herein shall be deemed to be modified or superseded for purposes of this
Prospectus to the extent that a statement contained herein or in any
subsequently filed document which also is or is deemed to be incorporated by
reference herein modifies or supersedes such statement. Any such statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Prospectus.

The Company will provide without charge to each person, including any
beneficial owner, to whom a copy of this Prospectus has been delivered, on the
written or telephone request of any such person, a copy of any or all of the
information referred to herein which has been or may be specifically
incorporated by reference into such documents. Written requests for such copies
should be directed to Amoco Corporation, P.O. Box 87703, Chicago, Illinois
60680-0703, Attention: Shareholder Services, Mail Code 0404. Telephone requests
may be directed to (800) 638-5672.

THE COMPANY AND ITS SUBSIDIARIES

The Company was incorporated in Indiana in 1889 and has its principal
executive offices at 200 East Randolph Drive, Chicago, Illinois 60601
(telephone: 312-856-6111). The Company is a parent corporation concerned with
overall policy guidance, financing, coordination of operations, staff services,
performance evaluation and planning for its subsidiaries. The Company and its
consolidated subsidiaries form a large integrated petroleum and chemical
enterprise.

There are three principal wholly-owned subsidiaries. These subsidiaries
and the businesses in which they are engaged are summarized below:

Amoco Production Company.......... Exploration, development and production
of crude oil, natural gas, and natural
gas liquids, and marketing of natural
gas.

Amoco Oil Company................. Refining, marketing and transporting of
petroleum and related products.

Amoco Chemical Company............ Manufacture and sale of chemical
products.

Amoco Company, a wholly owned subsidiary of Amoco Corporation, is the
holding company for these three subsidiaries and substantially all other
petroleum and chemical operating subsidiaries except Amoco Canada Petroleum
Company Ltd., which is wholly owned by Amoco Corporation.

In 1994, a major restructuring occurred that effectively eliminated the
role of the three principal subsidiaries as operating entities. The new
organization is structured around 17 business groups divided into three sectors
- - exploration and production, petroleum products and chemicals. The Exploration
and Production Sector ("E&P") includes U.S. Operations, International
Operations, Canada, Natural Gas, Worldwide Exploration, Eurasia and E&P
Technology. The Petroleum Products Sector includes Refining, Marketing, Supply
and Logistics and International Business Development. The Chemicals Sector
includes Chemical Feedstocks, Chemical Intermediates, Polymers, Fabrics and
Fibers, Foam Products and Development and Diversification.

5
<PAGE>

RECENT DEVELOPMENTS

Selected consolidated financial results of Amoco Corporation for the third
quarter and first nine months of 1995 and 1994 were as follows:

Third Quarter First Nine Months
------------- -----------------
1995* 1994 1995* 1994
----- ----- ----- ----
(millions of dollars, except as noted) (unaudited)
<S> <C> <C> <C> <C>
Revenues . . . . . . . . . . . . . . . $ 7,644 $ 7,780 $22,921 $22,580
Net Income . . . . . . . . . . . . . . $ 599 $ 445 $ 1,655 $ 1,253
Earnings per share . . . . . . . . . . $ 1.21 $ .89 $ 3.34 $ 2.52
</TABLE>
________________
*Estimated

The increase in 1995 third-quarter earnings primarily reflected higher
chemical earnings and improved overseas exploration and production ("E&P")
results. The higher chemical earnings resulted from strong margins in several
product lines. Overseas E&P earnings increased as a result of higher crude oil
sales volumes and lower exploration and other expenses offset by lower crude oil
prices. Third-quarter 1994 results included environmental charges of $32
million.

The increase in 1995 nine-month earnings primarily reflected higher
chemical earnings resulting from both higher volumes and margins across most
product lines, and strong overseas E&P earnings. Earnings for 1994 were
favorably affected by $270 million related to final settlements with the
Internal Revenue Service involving crude oil excise taxes. The 1994 results
were reduced by after-tax charges of $256 million primarily related to
restructuring charges and anticipated losses on asset dispositions and the
third-quarter environmental charges of $32 million. Excluding these items,
earnings were $1,271 million, or $2.56 per share for the first nine months of
1994.

APPLICATION OF PROCEEDS

Since purchases of Common Stock under the Plan may be satisfied by either
(i) the purchase of shares of Common Stock newly issued by the Company; or
(ii) the purchase of shares of Common Stock in the open market, the number of
shares of Common Stock, if any, that the Company ultimately will sell under the
Plan is not known. If newly issued shares of Common Stock are purchased from
the Company under the Plan, the proceeds from such sales will be used for
general corporate purposes, including, without limitation, the refinancing of
outstanding indebtedness of the Company or the advance or contribution of funds
to one or more of the Company's subsidiaries to be used for their general
corporate purposes, including refinancing of outstanding indebtedness. The
Company will not receive any proceeds when shares of Common Stock are purchased
in the open market for the Plan.

AMOCO INVESTOR ACCESS PLAN DESCRIPTION

PURPOSE AND OTHER CONSIDERATIONS

The purpose of the Plan is to provide interested investors and holders of
Amoco Common Stock a convenient means of investing in the Company through new
investment in Amoco Common Stock and through regular reinvestment of cash
dividends paid on Common Stock. Nothing contained in this prospectus or in
other Plan

6
<PAGE>

information represents a recommendation by the Company or anyone else that any
person buy or sell Amoco Common Stock. A DECISION TO PARTICIPATE IN THE PLAN
SHOULD BE MADE ONLY AFTER AN INVESTOR HAS INDEPENDENTLY MADE THE NECESSARY
INVESTMENT DECISION.

The value of Amoco Common Stock may increase or decrease. Plan Accounts
are not insured by the Securities Investor Protection Corporation, the Federal
Deposit Insurance Corporation, or any other entity.

SUMMARY

The following is a summary of the material terms and provisions of the Plan
and does not purport to be a complete description of all terms and provisions of
the Plan, which is an exhibit to the Registration Statement.

ADMINISTRATION

Administration of the Plan will be conducted by the individual (who may be
an employee of the Company), bank, trust company or other entity (including the
Company) appointed from time to time by the Company to act as administrator of
the Plan (the "Administrator"). THE FIRST CHICAGO TRUST COMPANY OF NEW YORK
WILL BE THE INITIAL ADMINISTRATOR. The Administrator will also act as trustee
under the trust agreement for the Common Stock purchased for the Plan, the
shares held for participants in Plan Accounts and all funds received and held
for investment under the Plan. The Administrator will be responsible for
administering the Plan, receiving all cash investments made by participants,
maintaining records of each participant's Plan Account activities, issuing
Statements of Account and performing other duties required by the Plan. The
Administrator will forward funds to be used to purchase shares of Common Stock
in the open market to an agent (the "Independent Agent") selected by the
Administrator that is an "agent independent of the issuer," as that term is
defined in Rules 10b-6 and 10b-18 under the 1934 Act. Additionally, the
Administrator will promptly forward purchase and sales instructions to the
Independent Agent. The Independent Agent will be responsible for purchasing and
selling shares of Common Stock in the open market for Plan Accounts in
accordance with the provisions of the Plan. Under certain circumstances the
Administrator may be the Independent Agent.

Participants may contact the Administrator by writing:

The First Chicago Trust Company of New York
Post Office Box _______
525 Washington Blvd.
Jersey City, New Jersey 07303

or by telephoning the Administrator, toll-free at (800) 446-2617, twenty-four
(24) hours a day, Monday through Friday and between 12:00 a.m. and 8:00 p.m. on
Saturday or at such other telephone number(s) as may be published for the Plan
from time to time. For security and quality control reasons, telephone calls
may be recorded from time to time. Written communications may be sent by
telefax. Participants should contact the Administrator for current telefax
numbers. The Administrator also serves as co-transfer agent and registrar for
the Company and may have other business relationships with the Company from
time to time. The Administrator is also the administrator of the Automatic
Dividend Reinvestment Plan for Shareholders of Amoco Corporation (the
"Dividend Reinvestment Plan"), which is being replaced by the Plan.
(See "Enrollment Procedures.")

7
<PAGE>

ELIGIBILITY

Any person or entity, whether or not a record holder of Amoco Common Stock,
is eligible to participate in the Plan, provided that (i) such person or entity
fulfills the prerequisites for participation described below under "Enrollment
Procedures" and (ii) in the case of persons or entities that reside outside the
United States, upon request of the Administrator, such persons or entities
warrant that participation would not violate local laws applicable to the
Company or the participant.

ENROLLMENT PROCEDURES

DIVIDEND REINVESTMENT PLAN INVESTORS

ALL INVESTORS IN THE DIVIDEND REINVESTMENT PLAN WILL AUTOMATICALLY BECOME
PARTICIPANTS IN THE PLAN WITHOUT SENDING IN AN ENROLLMENT FORM (AS HEREAFTER
DEFINED) OR PAYING AN ENROLLMENT FEE UNLESS THEY TERMINATE THEIR DIVIDEND
REINVESTMENT PLAN ACCOUNT BY PROVIDING WRITTEN NOTICE OF SUCH TERMINATION BY
THE DATE SPECIFIED BY THE COMPANY. Absent delivery of such notice, all shares
of Common Stock attributable to a Dividend Reinvestment Plan investor under
the Dividend Reinvestment Plan will automatically be deemed to be shares
allocable to a Plan Account established for such Dividend Reinvestment Plan
investor, as of the date the Plan first becomes effective, without regard
to whether the investor submits certificates for such shares to the
Administrator.

OTHER PLAN APPLICANTS

After being furnished with a copy of this Prospectus, other applicants may
join the Plan at any time by completing and signing the required documentation
("Enrollment Form"), submitting the enrollment fee and providing such other
items and documentation as may be required by the Administrator. Requests for
copies of Enrollment Forms, as well as copies of other Plan forms and this
Prospectus, should be made to the Company or the Administrator in writing or by
telephone. Record holders of Common Stock should be sure to sign their names on
the Enrollment Form exactly as they appear on their stock certificates.

PARTICIPANTS WILL BE REQUIRED TO PAY CERTAIN FEES AND CHARGES IN CONNECTION
WITH THE PLAN. (SEE "FEES.")

RECORD ACCOUNTS AND PLAN ACCOUNTS

A "Record Account" means any shareholder account on the Company's stock
records reflecting Common Stock ownership, but excluding all Plan Accounts. A
"Plan Account" as to any participant means an account maintained by the
Administrator and/or the Company recording (i) the shares of Common Stock
allocable to him under the Plan and (ii) any cash held by the Administrator
pending investment or return to such participant.

Record holders of at least five (5) shares of Common Stock are eligible to
participate in the Plan by completing and submitting an Enrollment Form and
submitting the enrollment fee, stock certificates for at least five (5) whole
shares of Common Stock, executed stock powers and other documentation required
by the Administrator. Upon receipt and acceptance of these items by the
Administrator, such holder's Record Account will be converted into a Plan
Account and all shares held in such Record Account will be transferred into such
Plan Account. The holder may thereafter use the Plan services as to those
shares. AFTER BECOMING A PARTICIPANT IN THE PLAN A PARTICIPANT MAY NOT MAINTAIN
A RECORD ACCOUNT IN THE EXACT SAME NAME AS THE PLAN ACCOUNT. In addition,
shares acquired by a participant after the establishment of a Plan Account in
the exact same name as the Plan Account will be automatically treated as shares

8
<PAGE>

held in such Plan Account without regard to whether the participant surrenders
any certificates for such shares or submits a separate Enrollment Form.

A beneficial owner of at least five (5) shares of Common Stock registered
in the name of someone else (for example, a bank, broker or trustee) may
participate in the Plan without making an initial cash investment by having the
shares reregistered in his name and following the procedures described above for
record holder enrollment in the Plan.

After the establishment of a Plan Account, a participant may deposit any
number of additional record shares over which he has dispositive authority by
delivering certificate(s) for such shares to the Administrator and such
documentation as the Administrator may require. A beneficial owner of shares of
Common Stock registered in the name of someone else (for example, a bank, broker
or trustee) may deposit additional shares of Common Stock into his Plan Account
by having such shares registered in his own name and delivering the
certificate(s) for such shares to the Administrator and such documentation as
the Administrator may require.

Enrollment Forms will be processed as promptly as practicable.
Participation in the Plan will commence after the applicable enrollment fee, the
properly completed Enrollment Form and any other required documentation have
been received and accepted by the Administrator.

INITIAL AND OPTIONAL CASH INVESTMENTS

Interested investors, whether or not record holders of Common Stock, may
become participants by making an initial cash investment into the Plan as
hereinafter described. APPLICANTS WHO ENROLL WITH CASH MUST INCLUDE A CHECK OR
MONEY ORDER FOR A MINIMUM INITIAL CASH INVESTMENT OF AT LEAST $450 PLUS THE
ENROLLMENT FEE WITH THEIR COMPLETED ENROLLMENT FORM. Such investments may be
made by personal check or money order payable to the "FCTC-NY-Amoco."
PARTICIPANTS SHOULD NOT SEND CASH. In the case of a record holder who enrolls
in the Plan by making an initial cash investment and establishes a Plan Account
in the exact same name as that in which his record shares are held, the record
shares will be automatically treated as Plan shares without regard to whether
the participant surrenders any certificates for such shares.

Participants may make optional cash investments of at least $50, up to a
maximum total of initial and optional cash payments of $150,000 per year. There
is no obligation to make any optional cash investments. A participant may make
optional cash investments by delivering to the Administrator a written
instruction and a personal check, money order or electronic funds transfer
payable to the "FCTC-NY-Amoco." PARTICIPANTS SHOULD NOT SEND CASH. Prior to
making electronic funds transfers, participants should contact the Administrator
to obtain an Electronic Funds Transfer Instruction. Participants may arrange to
have a set amount of funds invested on a periodic basis through electronic funds
transfer from their Bank Account. A participant's Bank Account will be debited
three (3) business days prior to the scheduled Investment Date (as herein
defined). Some financial institutions will charge for electronic funds
transfers. Interested participants should consult their own financial
institutions for any applicable charges. In addition, participants will be
charged a fee by the Administrator for investment by electronic funds transfer.
(See "Fees.") Participants may vary the amount and timing of such electronic
funds transfer investments from time to time upon prior written notice to the
Administrator.

The Administrator will arrange for the Independent Agent to make purchases
for the Plan at least once a week. An "Investment Date" under the Plan is the
date selected by the Administrator (or by the Independent Agent if the Company
is the Administrator) as of which shares of Common Stock are purchased for the
Plan with initial and optional cash investments. No interest will be paid on
funds held by the Administrator pending investment. ACCORDINGLY, PARTICIPANTS
AND INTERESTED INVESTORS SHOULD TRANSMIT CASH INVESTMENTS SO AS TO REACH THE

9
<PAGE>

ADMINISTRATOR SHORTLY (BUT NOT LESS THAN TWO (2) BUSINESS DAYS) BEFORE THE
DESIRED DATE OF PURCHASE. (SEE "PURCHASE AND SALE OF SHARES.")

Upon a participant's request, received by the Administrator two (2) or more
business days prior to a scheduled Investment Date, a cash investment not
already invested in Common Stock will be returned to the participant. However,
no refund of a check or money order will be made until the funds from such
instruments have been actually collected by the Administrator. Accordingly,
such refunds may be significantly delayed. If the request to stop investment is
received by the Administrator fewer than two (2) business days prior to a
scheduled Investment Date, any cash investment then held by the Administrator
will be invested in Common Stock.

Optional and initial cash investments, pending investment pursuant to the
Plan, will be held in a trust account of the Administrator acting as trustee.
All cash investments are subject to collection by the Administrator at full face
value in U.S. funds. The method of delivery of any cash investment is at the
election of the participant and will be deemed received when actually received
by the Administrator. If the delivery is by mail, it is recommended that the
participant or interested investor use properly insured, registered mail with
return receipt requested, and that the mailing be made sufficiently in advance
of the desired date of purchase.

REINVESTMENT AND DIRECT DEPOSIT OF CASH DIVIDENDS

A participant may elect to invest in Common Stock by reinvesting all cash
dividends paid on shares of Common Stock allocable to his Plan Account by
designating such election on an Enrollment Form. IF A PARTICIPANT DOES NOT MAKE
A CONTRARY ELECTION, CASH DIVIDENDS PAID ON SHARES OF COMMON STOCK ALLOCABLE TO
A PARTICIPANT'S PLAN ACCOUNT WILL BE AUTOMATICALLY REINVESTED IN SHARES OF
COMMON STOCK.

Cash dividends which are to be reinvested for Plan Accounts will be
invested in Common Stock beginning on the date of payment or the immediately
following business day if the dividend payment date is not a business day. (See
"Purchase and Sale of Shares.") Dividend payments not invested in Common Stock
within 30 days of receipt will be promptly returned to the participant by First
Class Mail. Pending reinvestment, cash dividends will be held in a trust
account of the Administrator acting as trustee. No interest will be paid on
such funds held by the Administrator pending reinvestment.

Participants may elect to have dividend reinvestment only for their entire
Plan Account; dividend reinvestment for only a portion of shares allocable to a
Plan Account is not permitted.

A participant who elects not to reinvest cash dividends on shares of Common
Stock allocable to his Plan Account may receive such cash dividends by
electronic direct deposit to his Bank Account. To receive a direct deposit of
dividend funds, participants must complete and sign an Electronic Funds Transfer
Instruction and return it to the Company. Electronic direct deposit will become
effective as promptly as practicable after receipt of an Electronic Funds
Transfer Instruction by the Company. Changes in Bank Accounts may be made by
delivering a new valid, usable completed Electronic Funds Transfer Instruction
to the Company.

If the designated electronic funds transfer route or Bank Account
identification is unusable for any reason, the Company will mail a check for the
dividend funds via First Class Mail to the participant's address of record with
an advice of the failed transmission and the Company's inability to execute the
direct deposit of the dividend funds. Thereafter, until the participant
provides a valid, usable Electronic Funds Transfer Instruction all dividend
funds payable on shares allocable to such Plan Account shall be reinvested in
additional shares of Common Stock.

PARTICIPANTS MAY NOT ELECT TO HAVE DIVIDENDS ALLOCABLE TO THEIR PLAN
ACCOUNTS PAID BY CHECK.

10
<PAGE>

A participant may change his election with respect to reinvestment of cash
dividends by designating his changed election on a new Enrollment Form. If
instructions regarding a changed dividend payment election are received less
than two (2) business days before a record date for a dividend, the changed
payment method will not be implemented until after the payment of the relevant
dividend. If such instructions are received two (2) or more business days
before a record date for a dividend, the instruction will be effected for that
dividend.

PURCHASE AND SALE OF SHARES

Shares of Common Stock purchased for participants under the Plan will be
either newly issued shares from the Company or, at the Company's option, shares
of Common Stock purchased in the open market by the Independent Agent. As of the
date of this Prospectus, shares of Common Stock purchased for participants under
the Plan will be purchased in the open market by the Independent Agent. The
Plan limits the Company from changing its determination regarding the source of
purchases of the shares (i.e., from the Company or in the open market) more than
once in any three (3) month period. The Company will not exercise its right to
change the source of purchases of shares of Common Stock absent a determination
by the Company's Board of Directors or Chief Financial Officer that the Company
has a need to increase equity capital or there is another valid reason for such
change.

Below are descriptions of prices for purchases and sales of shares under
the Plan. PARTICIPANTS DO NOT HAVE CONTROL OVER THE PRICE OR THE TIME AT WHICH
COMMON STOCK IS PURCHASED OR SOLD FOR THEIR PLAN ACCOUNTS. Therefore,
participants bear the market risk associated with fluctuations in the price of
Common Stock.

- The price for shares purchased from the Company will be the average of
the high and low per share sales prices of Common Stock as reported on
the New York Stock Exchange Composite Tape and published in The Wall
Street Journal for the relevant purchase date or alternate date
described in the Plan.

- The price for shares purchased in the open market for the Plan with
initial and optional cash investment funds will be the weighted
average price per share of all shares purchased for the Plan in the
open market on that date.

- The price for shares purchased in the open market for the Plan with
dividend funds will be the weighted average price per share of all
shares purchased for the Plan with the dividend funds paid to the Plan
for reinvestment on behalf of participants on a given dividend payment
date. Purchases of shares in the open market for dividend
reinvestment may be made over a period of days.

- With respect to shares of Common Stock sold for a Plan Account in the
open market, the participant shall receive a check from the
Administrator (as soon as practicable following such sale) for the
weighted average price per share of all shares sold for the Plan with
respect to that date multiplied by the number of shares sold for such
Plan Account, less any applicable deductions and/or withholdings
required by law.

- As to all purchases and sales, each Plan Account will also be charged
the fees and expenses incurred by the Plan Account in effecting such
transactions. Shares purchased or sold in the open market are subject
to such terms and conditions, including price and delivery, as the
Administrator may determine and accept.

The Administrator will sell shares of Common Stock allocable to any Plan
Account as soon as practicable following the Administrator's receipt of a
Participant's sale instructions, but no later than the fifth business day after
receipt thereof, except where deferral is necessary under applicable federal or
state laws or regulations. The

11
<PAGE>

Administrator will invest all cash dividends which are to be reinvested and all
initial and optional cash investments within thirty (30) days of the dividend
payment date or the date the funds are received, respectively, except where
deferral is necessary to comply with applicable federal or state securities
laws. The Administrator will arrange for the Independent Agent to make
purchases for the Plan at least once per week. Any dividends and initial and
optional cash investments not so invested within thirty (30) days will be
promptly returned by First Class Mail to the appropriate participant or
submitting person. If the New York Stock Exchange is closed more than two (2)
business days and this impairs or precludes the Administrator's ability to
comply with the investment timing requirements described in this paragraph, the
timing requirements will be waived for the period of the closure. The
Administrator will resume its investment activities for the Plan promptly upon
the reopening of the New York Stock Exchange.

With regard to open market purchase and sale of shares by the Independent
Agent, none of the Company, the Administrator (if it is not also the Independent
Agent) nor any participant will have any authority or power to direct the time
or price at which shares may be purchased or sold, the markets on which the
shares are to be purchased or sold (including on any securities exchange, in the
over-the-counter market or in negotiated transactions), or the selection of the
broker or dealer (other than any Independent Agent in the case of the
Administrator) through or from whom purchases and sales may be made. The
Independent Agent may commingle each participant's funds with those of other
participants for the purpose of executing purchase and sale transactions.
Participants' funds will be placed in a segregated trust account of the
Administrator acting as trustee.

If instructions to purchase shares are received on or after the Ex-Dividend
Date (as hereafter defined) but before the related dividend payment date, the
purchase will be processed without dividend rights to the purchaser. The term
"Ex-Dividend Date" means the date as of which the New York Stock Exchange
lists the Common Stock as being subject to transfer without dividend rights
to the transferee, usually three (3) days before the record date for the
related dividend.

SALE OF SHARES

A participant may request, at any time, that all or a portion of the shares
of Common Stock allocable to his Plan Account be sold by delivering to the
Administrator a completed transaction request form. The sale will be
effected as described in "Purchase and Sale of Shares".

If an instruction to sell shares of Common Stock is received by the
Administrator on or after an Ex-Dividend Date but before the related dividend
payment date, the sale will be processed without dividend rights to the
transferee of the shares. As soon as practicable following the receipt of the
cash dividend allocable to such shares, the Administrator will, in accordance
with the transferor participant's specified dividend payment method, either
reinvest the cash dividend or transmit the dividend to the participant's Bank
Account via electronic direct deposit, or if that fails, by check.

If instructions canceling or modifying a request to sell shares in a Plan
Account previously received by the Administrator are received later than the
same business day on which the original sale instructions were received, the
Administrator or Independent Agent, as applicable, will sell the shares pursuant
to the original sale request.

TRANSFERS/GIFTS

If a participant wishes to transfer, whether by gift, private sale or
otherwise, ownership of all or a portion of the shares of Common Stock allocable
to his Plan Account to the Plan Account of another participant or to a person or
entity not already a participant, the participant may do so by delivering to the
Administrator a completed transaction

12
<PAGE>

request form and such other documentation as the Administrator may require. The
transfer will be effected as soon as practicable following the Administrator's
receipt of the required documentation. In the case of certificated shares,
certificates for such shares accompanied by executed stock powers and other
documentation required by the Administrator must also be delivered. The
Administrator will promptly mail by insured, First Class Mail to such
participant at his address of record any certificate for record shares which may
be due to the participant as a result of such transfer. Fractional shares of
Common Stock may only be transferred to another Plan Account if at the time of
transfer the participant withdraws from participation in the Plan or the Company
terminates his entire Plan Account. Fractional shares may not otherwise be
transferred. All shares transferred will be credited to the transferee Plan
Account as Book Shares.

At least five (5) shares of Common Stock must be transferred and the
applicable enrollment fee must be paid by the transferor to open a Plan Account
in the name of a transferee who is not already a participant. The Administrator
shall forward to the transferee a Prospectus and related documentation as soon
as reasonably practicable, whereupon the transferee will be eligible to submit
optional cash investments to the Plan. Both the transferor and the transferee
will be sent a transaction notice indicating the transfer of shares.

With respect to a transferee who is a participant, the payment of cash
dividends on the transferred shares will be made in the same manner as
designated for the transferee's Plan Account. With respect to a transferee who
is not yet a participant, absent a direction to the contrary, dividends paid on
shares of Common Stock in the transferee's Plan Account will be reinvested in
Common Stock.

FEES

Fees and charges for Plan transactions are as follows:

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Description Amount
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Enrollment fee $8.50 (upon enrollment only)
- --------------------------------------------------------------------------------
Service charge on purchases of stock 5% of amount invested up to
$3.00/transaction maximum
- --------------------------------------------------------------------------------
Service charge for sales of shares from the Plan $10.00
- --------------------------------------------------------------------------------
Brokerage commissions on open market purchases $.07/share
- --------------------------------------------------------------------------------
Brokerage commissions on open market sales $.12/share
- --------------------------------------------------------------------------------
Service charge on electronic funds transfer $1.00/transaction
debits from Bank Accounts
- --------------------------------------------------------------------------------
Charge for checks or electronic funds transfer $20.00
debits from Bank Accounts rejected because of
nonsufficient funds
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

The Company pays the costs of mailings, materials and other administration
of the Plan. All fees and charges are subject to change upon notice to
participants. Because of the structure of the fees, the cost on a per share
basis of purchasing or selling shares decreases as the number of shares
purchased or sold under the Plan increases. Participants should consider the
impact of the costs of transactions under the Plan on investment returns.

BOOK SHARES; CERTIFICATES FOR SHARES

Unless otherwise instructed by participants, participants will not receive
certificates for shares acquired through their Plan Accounts. Ownership of
these shares will be evidenced solely by book entry in the Plan records ("Book

13
<PAGE>

Shares"). A participant, at any time or from time to time, may request in
writing a certificate or certificates for a portion of the Book Shares held in
his Plan Account; provided, however, that certificates may only be issued for
whole shares of Common Stock. All requests will be processed promptly by the
Administrator, and in no event later than thirty (30) days after the date on
which the request is received, except where deferral is necessary under
applicable state laws or regulations. Upon such a request the Administrator
shall promptly send the requested certificate(s) by insured, First Class Mail to
such participant.

A Participant may at any time submit certificates for shares of common
stock for safekeeping by the Administrator. Common Stock so surrendered will be
allocable to a participant's Plan Account as Book Shares.

Except for transfers described herein, Book Shares of Common Stock held in
a participant's Plan Account may not be pledged or assigned. A participant who
wishes to pledge or assign Book Shares must request from the Administrator that
a certificate be issued and mailed to the participant and must thereafter pledge
or assign such shares.

MINIMUM PLAN ACCOUNT BALANCE

Except for participants who were automatically enrolled in the Plan because
they were investors in the Dividend Reinvestment Plan, participants must enroll
with and maintain at least five (5) whole shares of Common Stock in their Plan
Accounts. If a participant (other than a former Dividend Reinvestment Plan
investor who was automatically enrolled in the Plan) does not maintain at least
five (5) whole shares of Common Stock allocable to his Plan Account,
participation in the Plan may be terminated by the Company in its discretion
after written notice to the participant and the elapse of three (3) months
during which the participant has an opportunity to purchase such additional
shares of Common Stock as may be required to achieve the five (5) whole share
minimum. Upon termination, such participant's Plan Account will be converted
into a Record Account. Fractional shares will be liquidated and their cash
value determined by prorating the price for whole shares sold in the open market
for the Plan for the relevant sale date minus applicable deductions and/or
withholdings required by law. A check for the value of the fractional share
will be sent by First Class Mail to the participant at his address of record.

REPORTS TO PARTICIPANTS

Each participant will receive an annual Statement of Account showing all
transactions for his Plan Account during the current year, the number of shares
of Common Stock allocable to the Plan Account, and other information for the
Plan Account. Participants who reinvest dividends will also receive quarterly
Statements of Accounts. A transaction notice will be sent to participants
following each Book Share transaction in their Plan Accounts. Participants
should retain these Statements of Account and transaction notices in order to
establish the cost basis, for tax purposes, of shares of Common Stock acquired
under the Plan.

Participants will receive copies of all communications sent generally to
Amoco shareholders. This may include annual reports to shareholders, proxy
material, consent solicitation material and Internal Revenue Service
information, if appropriate, for reporting dividend income. All notices,
Statements of Account, transaction notices and other communications from the
Administrator to participants will be sent to the address of record; therefore,
it is important that participants promptly notify the Administrator or the
Company of any change of address.

WITHDRAWALS FROM THE PLAN

A participant may request to withdraw from Plan participation at any time.
Unless otherwise instructed, the Administrator will transfer or reclassify all
whole shares of Common Stock allocable to such participant's Plan Account to a
Record Account. The Administrator will so notify the participant and mail by
insured, First Class Mail the

14
<PAGE>

appropriate stock certificates for all whole shares of Common Stock in the Plan
Account to the participant at his address of record within thirty (30) days of
receipt of the request. Participants terminating participation in the Plan will
also receive a check for the cash value of any fractional share held in their
Plan Accounts. The value of fractional shares will be determined by prorating
the weighted average price of shares sold for relevant sale date minus
applicable deductions and/or withholdings required by law. After participation
in the Plan has been terminated, no further investments may be made without re-
enrolling in the Plan.

When withdrawing from the Plan, Participants may also sell all shares
allocable to their Plan Accounts. Upon such request, the Administrator shall
sell such shares in the manner described in "Purchase and Sale of Shares" and
"Sale of Shares." Upon such a withdrawal the Administrator will remit to the
Participant a check for the sale proceeds of shares in his Plan Account, minus
the applicable service charges, expenses of sale, applicable deductions and/or
withholdings required by law. The value of any fractional share so liquidated
will be determined by prorating the weighted average price of shares sold for
the relevant sale date.

If the Administrator receives instructions for the transfer or sale of Plan
shares in connection with a withdrawal from Plan participation on or after an
Ex-Dividend Date but before the related dividend payment date, the sale or
transfer will be processed without dividend rights to the transferee of the
shares. As soon as practicable following receipt of the cash dividends
allocable to such Plan Shares, the Administrator shall, in accordance with the
participant's specified payment method (a) reinvest the cash dividend and sell
the Plan Shares so purchased, remitting to the participant a check for the
weighted average price of shares sold for the relevant date multiplied by the
number of shares sold for the participant, less applicable deductions and/or
withholdings required by law, or (b) transmit the cash dividends to the
participant's Bank Account via electronic direct deposit.

If the Administrator receives instructions from a participant withdrawing
his participation in the Plan without the transfer or sale of any shares on or
after the Ex-Dividend Date but before the related dividend payment date, the
Plan withdrawal will be processed promptly and the shares allocable to the Plan
Account will be reclassified as record shares. As soon as practicable following
the receipt of the cash dividend funds allocable to the withdrawn shares, the
Administrator, in accordance with the participant's specified dividend payment
method, will arrange either (a) to reinvest the cash dividends and register the
common stock so purchased as record shares, or (b) transmit the cash dividends
to the participant via electronic direct deposit, or failing that by check.

FEDERAL INCOME TAX CONSEQUENCES

The Company believes the following is an accurate summary of the tax
consequences of participation in the Plan as of the date of this Prospectus.
This summary does not reflect every possible situation that could result from
participation in the Plan, and, therefore, participants in the Plan are advised
to consult their own tax advisors with respect to the tax consequences
(including federal, state, local and other tax, including withholding laws)
applicable to their particular situations.

In general, the amount of all cash dividends paid by the Company is
includable in income even though reinvested under the Plan. Under this general
rule, the acquisition cost per share charged to a Plan Account for purchases
made with dividend funds will be the sum of the weighted average price per share
of the shares of Common Stock purchased in the open market with the dividend
funds received by the Administrator for a given dividend payment date, plus the
per share amount of the fees and expenses incurred by that Plan Account in
effecting such purchase. At year-end, the Administrator will provide the
participant with summary information for tax purposes.

15
<PAGE>

The above rules may not be applicable to certain participants in the Plan,
such as tax-exempt entities (e.g., pension funds and IRAs) and foreign
shareholders. These particular participants should consult their own tax
advisors concerning the tax consequences applicable to their situations.

In the case of participants in the Plan whose dividends are subject to U.S.
backup withholding, the Administrator will reinvest dividends less the amount of
tax required to be withheld.

In the case of foreign shareholders whose dividends are subject to U.S.
federal tax withholding, the Administrator will reinvest dividends less the
amount of tax required to be withheld. The filing of any documentation required
to obtain a reduction in U.S. withholding tax will be the responsibility of the
shareholder.

For shares of Common Stock purchased directly from the Company the share
acquisition cost will be the sum of the price charged by the Company for those
shares plus the per share amount of any fees and expenses incurred by the Plan
Account in making the purchase.

For shares of Common Stock purchased in the open market with initial cash
investment funds and/or optional cash investment funds the share acquisition
cost will be the sum of the weighted average price per share of the shares of
Common Stock purchased in the open market for the Plan on the relevant date,
plus the per share amount of the fees and expenses incurred by the Plan Account
in making the purchase.

For open market dividend reinvestment purchases the share acquisition cost
will be the sum of the weighted average price per share of Common Stock
purchased in the open market with the dividend funds for the relevant dividend
payment date, plus the per share amount of the fees and expenses incurred by the
Plan Account in making the purchase.

MISCELLANEOUS

STOCK SPLITS, IN-KIND DISTRIBUTIONS AND RIGHTS OFFERINGS

Any shares of Amoco Common Stock distributed as an in-kind distribution or
a stock split will be held by the Administrator as Book Shares. The
Administrator will credit to each Plan Account the number of Book Shares which
represent the participant's proportionate interest in the Common Stock so
distributed. In the event of a rights offering, a participant will receive
rights based upon the total number of whole shares of Common Stock allocable to
his Plan Account. In order to exercise any such right with respect to Book
Shares held in a Plan Account, a participant must first request
certificates for whole shares and then exercise the rights in accordance with
the procedures for registered shareholders applicable to such rights.

VOTING OF PROXIES/PARTICIPANTS AS SHAREHOLDERS

A participant will have the exclusive right to vote all whole shares of
Common Stock allocable to his Plan Account in person or by proxy. Shares of
Common Stock allocable to a Plan Account will not be voted unless the
participant or his proxy votes them. Fractional shares of Common Stock may not
be voted. All participants will be recognized as shareholders of Amoco,
including without limitation, for purposes of admission to the Company's
shareholder meetings, voting and disposing of shares of Common Stock
allocable to their Plan Accounts (except as to fractional shares), and the
communications the Company sends from time to time to its shareholders and
for purposes relating to business combinations and control share acquisition
provisions of the Indiana Business Corporation Law.

16
<PAGE>

LIMITATION OF LIABILITY

The Plan provides that none of the Company, its directors, officers,
employees or agents, the Administrator (including the Company if it is acting as
such) or the Independent Agent will be liable for any act done in good faith or
for the good faith omission to act in connection with the Plan, including,
without limitation, any claim of liability arising out of failure to terminate a
participant's Plan Account upon such participant's death prior to receipt of
notice in writing of such death, or with respect to the prices at which shares
of Common Stock are purchased or sold for the participant's Plan Account and the
times when such purchases and sales are made. In addition, none of the Company,
its directors, officers, employees or agents, the Administrator or the
Independent Agent shall in any way be liable with respect to the price or
performance of the Common Stock held for the Plan or for the payment or amount
of any future dividends on Common Stock. The foregoing does not represent a
waiver of any rights a participant may have under applicable securities laws.

INTERPRETATION AND REGULATION OF THE PLAN

The officers of the Company are authorized to take such actions to carry
out the Plan as may be consistent with the Plan's terms and conditions. The
Company reserves the right to interpret and regulate the Plan as the Company
deems desirable or necessary in connection with the Plan's operations.

GOVERNING LAW

The Plan shall be construed, regulated and administered in accordance with
the laws of the State of Illinois.

CHANGE OR TERMINATION OF THE PLAN

The Company may, at any time and from time to time, at its sole option,
modify or terminate the Plan, in whole, in part or in respect of participants in
one or more jurisdictions, without the approval of participants, provided,
however, no such amendment shall result in a distribution to the Company of any
amount allocable to a Plan Account of any participant. Upon any whole or partial
termination of the Plan, the Plan Accounts of all affected participants will be
converted each individually to Record Accounts. The Administrator will send
each affected participant prior written notice of such Plan termination and of
the conversion of Plan Accounts to Record Accounts. Fractional shares in Plan
Accounts will be liquidated and their cash value determined by prorating the
price of whole shares sold in the open market for the Plan for the relevant sale
date minus applicable deductions and/or withholdings required by law. A check
for the value of the fractional share will be sent by First Class Mail to the
participant at his address of record. Dividends paid thereafter on shares in
Record Accounts shall be transmitted via check, or where electronic direct
deposit was the preferred payment method for the former Plan Account, via
electronic funds transfer.

In the event the participant advises the Administrator of his desire to
sell or transfer all or a portion of the Common Stock allocable to his Plan
Account upon the Company's termination of the entire Plan or of his Plan
Account, he may do so pursuant to the general requirements for sale of shares.
(See "Purchase and Sale of Shares" and "Sale of Shares.")

REGISTRATION OF COMMON STOCK FOR THE PLAN

Shares of Common Stock purchased by the Administrator for participants will
be recorded as Book Shares on Plan records and will be registered on the stock
records of the Company in the name of the nominee of the Administrator, who in
holding such shares acts as trustee. A participant may at any time submit
certificates for shares of Common Stock for safekeeping by the Administrator.
Common Stock represented by certificates forwarded to the

17
<PAGE>

Administrator for surrender will be allocable to the participant's Plan Account
as Book Shares. Shares which will be allocable to a participant's Plan Account
but for which the participant holds certificates will be registered in the
participant's name on the Company's stock records.

DESCRIPTION OF CAPITAL STOCK

The authorized capital stock of the Company consists of 800,000,000 shares
of Common Stock, 50,000,000 shares of voting preferred stock and 50,000,000
shares of non-voting preferred stock. The description of the Common Stock is
incorporated by reference into this Prospectus. See "Incorporation of Certain
Documents" for information on how to obtain a copy of this description. No
shares of preferred stock are currently outstanding. As of September 30, 1995,
there were 496,769,331 shares of Common Stock issued and outstanding.

EXPERTS

The consolidated financial statements incorporated in this Prospectus by
reference to the Amoco April 5, 1995 Form 8-K have been so incorporated in
reliance on the report of Price Waterhouse LLP, independent accountants, given
on the authority of said firm as experts in auditing and accounting.

LEGAL OPINIONS

Certain legal matters in connection with the Common Stock offered hereby
have been passed upon for the Company by J. E. Klewin, Attorney, Amoco
Corporation. Ms. Klewin owns shares of Common Stock, both directly and as a
participant in various employee benefit plans, and she is eligible to
participate in the Plan.

18
<PAGE>

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
No dealer, salesman or other person has been authorized to give any
information or to make any representations in connection with this offering
other than those contained in this Prospectus, and, if given or made, such
information or representations must not be relied upon as having been authorized
by the Company. This Prospectus does not constitute an offer to sell, or a
solicitation of an offer to buy, any of the securities offered hereby in any
jurisdiction to any person to whom it is unlawful to make such offer or
solicitation in such jurisdiction. Neither the delivery of this Prospectus nor
any sale made hereunder shall, under any circumstances, create any implication
that there has been no change in the affairs of the Company or of the Plan since
the date of this Prospectus or that the information set forth herein is correct
as of any time subsequent to the date hereof or the date of filing of any
documents incorporated by reference herein.

______________________

TABLE OF CONTENTS
PAGE
----
PROSPECTUS

AVAILABLE INFORMATION. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4

INCORPORATION OF CERTAIN DOCUMENTS . . . . . . . . . . . . . . . . . . . . . . 4

THE COMPANY AND ITS SUBSIDIARIES . . . . . . . . . . . . . . . . . . . . . . . 5

RECENT DEVELOPMENTS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 6

APPLICATION OF PROCEEDS. . . . . . . . . . . . . . . . . . . . . . . . . . . . 6

AMOCO INVESTOR ACCESS PLAN DESCRIPTION . . . . . . . . . . . . . . . . . . . . 6

DESCRIPTION OF CAPITAL STOCK . . . . . . . . . . . . . . . . . . . . . . . . .18

EXPERTS. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .18

LEGAL OPINIONS . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .18

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

[AMOCO LOGO] AMOCO
CORPORATION

5,000,000 Shares

Common Stock
(WITHOUT PAR VALUE)

-------------------
P R O S P E C T U S
-------------------

AMOCO INVESTOR
ACCESS PLAN

October 30, 1995

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
<PAGE>

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.*

<TABLE>
<S> <C>
Registration Fee. . . . . . . . . . . . . . . . . . . . . . $ 110,884
---------
Printing and Engraving. . . . . . . . . . . . . . . . . . . 31,000
---------
Fees of Accountants . . . . . . . . . . . . . . . . . . . . 5,000
---------
Blue Sky Fees and Expenses. . . . . . . . . . . . . . . . . 30,000
---------
Miscellaneous . . . . . . . . . . . . . . . . . . . . . . . 20,000
---------
$ 196,884
---------
---------
</TABLE>
____________________
* All amounts, other than the registration fee, are estimated and are subject to
future contingencies.

ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

Article VIII of Amoco's By-Laws provides for indemnification of officers,
directors, and others to the extent permitted by the Indiana Business
Corporation Law. Amoco maintains insurance policies under which officers,
directors, and others may be indemnified against certain losses arising from
certain claims, including claims under the Securities Act of 1933.

ITEM 16. EXHIBITS.

See Index to Exhibits on page II-5.

ITEM 17. UNDERTAKINGS.

The undersigned registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being
made of the securities registered hereby, a post-effective amendment to
this registration statement:

(i) To include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933;

(ii) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or the most
recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in this registration statement; and

(iii) To include any material information with respect to the
plan of distribution not previously disclosed in this registration
statement or any material change to such information in this
registration statement;

provided, however, that the undertakings set forth in paragraphs (1)(i) and
(1)(ii) above do not apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in periodic reports
filed with or furnished to the Securities and Exchange Commission by the
registrant pursuant to Section

II-1
<PAGE>

13 or Section 15(d) of the Securities Exchange Act of 1934 that are incorporated
by reference in this registration statement.

(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.

The Company hereby further undertakes that, for purposes of determining any
liability under the Securities Act of 1933, each filing of the registrant's
annual report pursuant to Section 13(a) or Section 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of
1934) that is incorporated by reference in this registration statement shall be
deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.

Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by a registrant of expenses incurred or
paid by a director, officer or controlling person of such registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.

II-2
<PAGE>

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Chicago, State of Illinois, on October 30, 1995.

AMOCO CORPORATION
(Registrant)

By JOHN L. CARL
------------------------------------------------
John L. Carl, Executive Vice-President and
Chief Financial Officer

Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on October 30, 1995.

Signature Title
--------- ------

H. LAURANCE FULLER * Chairman of the Board,
---------------------------------- President, Chief Executive
(H. Laurance Fuller) Officer and Director
(Principal Executive Officer)

JOHN L. CARL * Executive Vice President and
---------------------------------- Chief Financial Officer
(John. L. Carl) (Principal Financial Officer)

JOHN R. REID * Vice President and Controller
---------------------------------- (Principal Accounting Officer)
(John R. Reid)

L. D. THOMAS * Vice Chairman and Director
----------------------------------
(L. D. Thomas)

D. R. BEALL * Director
----------------------------------
(D. R. Beall)

II-3
<PAGE>

RUTH BLOCK * Director
----------------------------------
(Ruth Block)

JOHN H. BRYAN * Director
----------------------------------
(John H. Bryan)

ERROLL B. DAVIS, JR. * Director
----------------------------------
(Erroll B. Davis, Jr.)

RICHARD FERRIS * Director
----------------------------------
(Richard Ferris)

Director
----------------------------------
(F. A. Maljers)

ROBERT H. MALOTT * Director
----------------------------------
(Robert H. Malott)

WALTER E. MASSEY * Director
----------------------------------
(Walter E. Massey)

MARTHA R. SEGER * Director
----------------------------------
(Martha R. Seger)

MICHAEL WILSON * Director
----------------------------------
(Michael Wilson)

RICHARD D. WOOD * Director
----------------------------------
(Richard D. Wood)

*By JOHN L. CARL Individually and as
---------------------------------- Attorney-in-Fact
(John L. Carl)

II-4
<PAGE>

INDEX TO EXHIBITS

Exhibit No. Exhibit
- ----------- -------

4(a) Amoco Investor Access Plan

4(b) Administration Agreement dated _________, 1995 between
Amoco Corporation and the First Chicago Trust Company
of New York.

4(c) Trust Agreement dated ____, 1995 between Amoco Corporation
and the First Chicago Trust Company of New York

5 Opinion of J. E. Klewin, counsel for Amoco Corporation

23(a) Consent of Price Waterhouse, LLP

23(b) Consent of J. E. Klewin (included in Exhibit 5)

24 Powers of Attorney

II-5

<PAGE>

Exhibit 4(a)

AMOCO INVESTOR ACCESS PLAN
<PAGE>

TABLE OF CONTENTS

ARTICLE I - Definitions. . . . . . . . . . . . . . . . . . . . . . . . . . . 1
Administrator . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
Bank Account. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
Book Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
Business Day. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
Certificated Share. . . . . . . . . . . . . . . . . . . . . . . . . . . 1
Common Stock. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 1
Company . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
Company Sale Price. . . . . . . . . . . . . . . . . . . . . . . . . . . 2
Dividend. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
Dividend Payment Date . . . . . . . . . . . . . . . . . . . . . . . . . 2
Dividend Reinvestment . . . . . . . . . . . . . . . . . . . . . . . . . 2
DRIP. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
Electronic Funds Transfer Instruction . . . . . . . . . . . . . . . . . 2
Enrollment Form . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
Exchange Act. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
Ex-Dividend Date. . . . . . . . . . . . . . . . . . . . . . . . . . . . 2
Foreign Person. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Independent Agent . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Ineligible Funds. . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Initial Cash Investment . . . . . . . . . . . . . . . . . . . . . . . . 3
Investment Date . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Market Sale Price . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Newly-Issued Common Stock . . . . . . . . . . . . . . . . . . . . . . . 3
Open Market . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Optional Cash Investment. . . . . . . . . . . . . . . . . . . . . . . . 3
Participant . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 3
Person. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Plan. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Plan Account. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Plan Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Prospectus. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Record Account. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Record Date . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Record Shareholder. . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Record Shares . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Reinvesting Account . . . . . . . . . . . . . . . . . . . . . . . . . . 4
Reinvestment Fund . . . . . . . . . . . . . . . . . . . . . . . . . . 5
Share Acquisition Cost. . . . . . . . . . . . . . . . . . . . . . . . . 5
Statement of Account. . . . . . . . . . . . . . . . . . . . . . . . . . 5
Street Name Beneficial Owner. . . . . . . . . . . . . . . . . . . . . . 5
Surrendered Certificates. . . . . . . . . . . . . . . . . . . . . . . . 5
Transaction Request . . . . . . . . . . . . . . . . . . . . . . . . . . 5
Trust Agreement . . . . . . . . . . . . . . . . . . . . . . . . . . . . 5

ARTICLE II - Enrollment, Investment, and Dividend Payment Election . . . . . 6
Section 2.1 Eligibility . . . . . . . . . . . . . . . . . . . . . . . . 6
Section 2.2 Enrollment and Initial Investment . . . . . . . . . . . . . 6
Section 2.2-1 General Procedure. . . . . . . . . . . . . . . . . . 6
Section 2.2-2 DRIP Participants. . . . . . . . . . . . . . . . . . 6
Section 2.3 Optional Deposits of Common Stock . . . . . . . . . . . . . 6
Section 2.4 Optional Cash Investments . . . . . . . . . . . . . . . . . 7
Section 2.5 Investment Via Electronic Debit . . . . . . . . . . . . . . 7
Section 2.6 Dividend Payment Method . . . . . . . . . . . . . . . . . . 7
Section 2.7 Minimum Account Balance . . . . . . . . . . . . . . . . . . 8
Section 2.8 Plan Treatment of Record Shares . . . . . . . . . . . . . . 8

ARTICLE III - Common Stock Purchase Procedures . . . . . . . . . . . . . . . 8
Section 3.1 Initial Cash Investments and Optional Cash Investments. . . 8
Section 3.1-1 Newly-Issued Common Stock. . . . . . . . . . . . . . 8
Section 3.1-2 Common Stock Purchased in the Open Market. . . . . . 8
Section 3.2 Dividend Reinvestment . . . . . . . . . . . . . . . . . . . 9
Section 3.2-1 General. . . . . . . . . . . . . . . . . . . . . . . 9
Section 3.2-2 Newly-Issued Common Stock. . . . . . . . . . . . . . 9
Section 3.2-3 Common Stock Purchased in the Open Market. . . . . . 9

ARTICLE IV - Sales, Transfers, Withdrawals and Termination . . . . . . . . . 9
Section 4.1 Transfer of Plan Shares . . . . . . . . . . . . . . . . . . 9
Section 4.1-1 Sales. . . . . . . . . . . . . . . . . . . . . . . . 10
Section 4.1-2 All Transfers. . . . . . . . . . . . . . . . . . . . 10
Section 4.2 Gifts within the Plan . . . . . . . . . . . . . . . . . . . 10
Section 4.2-1 Gifts. . . . . . . . . . . . . . . . . . . . . . . . 10
Section 4.2-2 Transferee Already a Participant . . . . . . . . . . 10
Section 4.2-3 Transferee not a Participant . . . . . . . . . . . . 10
Section 4.3 Participant Request to Withdraw from Plan
Participation . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11

ARTICLE V - Investment Procedures and Accounting . . . . . . . . . . . . . . 11
Section 5.1 Registration of Common Stock under the Plan . . . . . . . . 11
Section 5.2 Commingling of Assets . . . . . . . . . . . . . . . . . . . 11
Section 5.3 Statements of Account . . . . . . . . . . . . . . . . . . . 11
Section 5.4 Stock Splits, In-Kind Distributions and Rights
Offerings . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 11
Section 5.5 Timing of Investments and Sales . . . . . . . . . . . . . . 12
Section 5.5-1 Sales. . . . . . . . . . . . . . . . . . . . . . . . 12
Section 5.5-2 Investments and Return of Uninvested Funds . . . . . 12
Section 5.5-3 No Interest. . . . . . . . . . . . . . . . . . . . . 12
Section 5.5-4 Interrupted Investment Activity. . . . . . . . . . . 12
Section 5.6 Timely Receipt of Instructions. . . . . . . . . . . . . . . 12
Section 5.6-1 Instruction to Cancel or Modify Initial Cash
Investment or Optional Cash Investment . . . . . . . . . . . . . 12
Section 5.6-2 Dividend Payment Method Change . . . . . . . . . . . 13
Section 5.6-3 Ex-Dividend Date and Instructions to Transfer
or Sell. . . . . . . . . . . . . . . . . . . . . . . . . . . . . 13
Section 5.6-4 Ex-Dividend Date and Withdrawal from Plan. . . . . . 13
Section 5.6-5 Cancellation of Instruction to Sell or Transfer. . . 13
Section 5.7 Requests for Certificates . . . . . . . . . . . . . . . . . 13
Section 5.8 Fractional Plan Shares. . . . . . . . . . . . . . . . . . . 14
Section 5.9 Telephone Calls . . . . . . . . . . . . . . . . . . . . . . 14
Section 5.10 Tax Consequences . . . . . . . . . . . . . . . . . . . . . 14

ARTICLE VI - Participants as Shareholders. . . . . . . . . . . . . . . . . . 14
Section 6.1 Shareholders. . . . . . . . . . . . . . . . . . . . . . . . 14
Section 6.2 Communications and Voting . . . . . . . . . . . . . . . . . 14
Section 6.3 Solicitation. . . . . . . . . . . . . . . . . . . . . . . . 15

ARTICLE VII - Plan Administration. . . . . . . . . . . . . . . . . . . . . . 15
Section 7.1 Rules and Regulations . . . . . . . . . . . . . . . . . . . 15
Section 7.2 Costs . . . . . . . . . . . . . . . . . . . . . . . . . . . 15
Section 7.3 No Control. . . . . . . . . . . . . . . . . . . . . . . . . 15
Section 7.4 Source of Common Stock. . . . . . . . . . . . . . . . . . . 15
Section 7.5 Open Market Transactions . . . . . . . . . . . . . . . . . 16
Section 7.6 Termination of a Plan Account by the Company. . . . . . . . 16
Section 7.7 Modification and Termination of the Plan by the
Company . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
Section 7.8 Sale Upon Plan or Plan Account Termination. . . . . . . . . 16

ARTICLE VIII - Selection and Role of Administrator and Independent
Agent. . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . 16
Section 8.1 Selection of an Administrator . . . . . . . . . . . . . . . 16
Section 8.2 Authority and Duties of Administrator . . . . . . . . . . . 17
Section 8.3 Selection of Independent Agent. . . . . . . . . . . . . . . 17
Section 8.4 Authority and Duties of Independent Agent . . . . . . . . . 17

ARTICLE IX - Miscellaneous Provisions. . . . . . . . . . . . . . . . . . . . 17
Section 9.1 Governing Law . . . . . . . . . . . . . . . . . . . . . . . 17
Section 9.2 Agreement by Participants . . . . . . . . . . . . . . . . . 17
Section 9.3 Headings. . . . . . . . . . . . . . . . . . . . . . . . . . 17
Section 9.4 Absence of Guarantee. . . . . . . . . . . . . . . . . . . . 17
Section 9.5 Liability . . . . . . . . . . . . . . . . . . . . . . . . . 18
Section 9.6 No Assignment . . . . . . . . . . . . . . . . . . . . . . . 18

<PAGE>

AMOCO INVESTOR ACCESS PLAN

Amoco Corporation, an Indiana corporation (the "Company"), hereby establishes
the Amoco Investor Access Plan (the "Plan") as a replacement for its existing
Automatic Dividend Reinvestment Plan for Shareholders of Amoco Corporation
("DRIP") which has been in existence since 1973; and

WHEREAS, the purpose of the Plan is to provide interested investors and holders
of Amoco Corporation Common Stock a convenient means of investing in the Company
through new investments in Amoco Corporation Common Stock and through the
regular reinvestment of cash dividends paid on Common Stock;

NOW, THEREFORE:

ARTICLE I - DEFINITIONS

The terms defined in this Article I shall, for all purposes of this Plan, have
the meanings set forth below. A pronoun in the masculine gender includes the
feminine gender, and the singular includes the plural, unless the context
clearly indicates otherwise.

ADMINISTRATOR
The term "Administrator" shall mean the individual (who may be an employee of
the Company), bank, trust company or other entity (including the Company)
appointed from time to time by the Company to act as the Administrator of the
Plan and as Trustee for the Common Stock purchased for the Plan, the Plan Shares
held for Participants, and all funds received for investment under the Plan.

BANK ACCOUNT
The term "Bank Account" shall mean the account at any bank, savings or other
financial institution for which a Participant has provided an effective
Electronic Funds Transfer Instruction directing the Company or the Administrator
to credit funds to and/or debit funds from such account.

BOOK SHARES
The term "Book Shares" shall mean a Participant's proportionate interest in the
shares of Common Stock held in nominee name by the Administrator for the Plan,
as to which the Participant's ownership is evidenced solely by book entry in
Plan records, and not by any certificate.

BUSINESS DAY
The term "Business Day" shall mean any weekday on which the Administrator
conducts normal business operations, exclusive of federal banking holidays.

CERTIFICATED SHARE
The term "Certificated Share" shall mean a share of Common Stock for which a
valid certificate is outstanding.

COMMON STOCK
The term "Common Stock" shall mean the common stock, without par value, of the
Company.

1
<PAGE>

COMPANY
As defined in the introduction to the Recitals.

COMPANY SALE PRICE
The term "Company Sale Price" shall mean the average of the high and low per
share sales prices of Common Stock, as reported on the New York Stock Exchange
Composite Tape and published in The Wall Street Journal. In the absence of
actual knowledge of inaccuracy, the Administrator may rely upon such prices as
published in The Wall Street Journal. Provided, however, in the event no trading
for Common Stock is so reported for a given trading date, the Company Sale Price
for such shares of Common Stock shall be the average of the high and low sales
prices of Common Stock for the most recent preceding Business Day for which
trading in Common Stock was reported on the New York Stock Exchange Composite
Tape.

The Company Sale Price shall be fixed for Initial Cash Investment purchases and
Optional Cash Investment purchases on the relevant Investment Date, and it shall
be fixed for Dividend Reinvestment purchases on the relevant Dividend Payment
Date. In the event that the Dividend Payment Date is not a Business Day, the
Company Sale Price shall be determined as of the next succeeding Business Day.

DIVIDEND
The term "Dividend" shall mean cash dividends paid on Common Stock.

DIVIDEND PAYMENT DATE
The term "Dividend Payment Date" shall mean the date on which a Dividend is
paid.

DIVIDEND REINVESTMENT
The term "Dividend Reinvestment" shall mean the purchase of Common Stock with
the Dividends received by the Administrator for Reinvesting Accounts for credit
as Plan Shares to Reinvesting Accounts.

DRIP
As defined in the introduction to the Recitals.

ELECTRONIC FUNDS TRANSFER INSTRUCTION
The term "Electronic Funds Transfer Instruction" shall mean the documentation
that the Company or Administrator shall require to be completed and received
prior to taking electronic debits from and/or making electronic credits to a
Bank Account.

ENROLLMENT FORM
The term "Enrollment Form" shall mean the documentation required prior to
participation in the Plan or at anytime as the Administrator or the Company may
require to complete or update Plan records.

EXCHANGE ACT
The term "Exchange Act" shall mean the Securities Exchange Act of 1934, as
amended, and the rules and regulations thereunder.

EX-DIVIDEND DATE
The term "Ex-Dividend Date" shall mean the date as of which the New York Stock
Exchange lists the Common Stock as being subject to transfer without dividend
rights to the transferee.

2
<PAGE>

FOREIGN PERSON
The term "Foreign Person" shall mean a Person that is a citizen or resident of,
or is organized or incorporated under, or has its principal place of business
in, a country other than the United States, its territories and possessions.

INDEPENDENT AGENT
The term "Independent Agent" shall mean an agent independent of the Company who
satisfies applicable legal requirements (including without limitation the
requirements of Rule 10b-6 and Rule 10b-18 promulgated under the Exchange Act)
and who has been selected by the Administrator, pursuant to Section 8.3 hereof,
to serve as an Independent Agent for purposes of making Open Market purchases
and sales of Common Stock for the Plan.

INELIGIBLE FUNDS
The term "Ineligible Funds" shall mean as of any date with respect to any
Initial Cash Payments, Optional Cash Investments, and Dividends received or held
by the Administrator from or on behalf of any Participant, any portion of such
funds which the Administrator is required to return to such Participant pursuant
to Section 5.5-2 or Section 5.6-1 hereof as of such date.

INITIAL CASH INVESTMENT
As defined in Section 2.2-1 hereof.

INVESTMENT DATE
The term "Investment Date" shall mean the date selected by the Administrator, or
by the Independent Agent if the Company is the Administrator, as of which shares
of Common Stock are purchased for the Plan with Initial Cash Investment funds
and/or Optional Cash Investment funds, either in the Open Market or as Newly-
Issued Common Stock.

MARKET SALE PRICE
The term "Market Sale Price" shall mean the price credited to a given Plan
Account for the sale of Common Stock, and shall be the sum of the weighted
average price per share of the shares of Common Stock sold in the Open Market
for the Plan on the relevant sale date, minus the per share amount of the fees
and expenses incurred by the subject Plan Account in effecting such sale.

NEWLY-ISSUED COMMON STOCK
The term "Newly-Issued Common Stock" shall mean shares of Common Stock issued by
the Company and shall exclude Common Stock purchased in the Open Market.

OPEN MARKET
The term "Open Market" shall mean any securities exchange on which the Common
Stock is traded, the over-the-counter market, or negotiated transactions,
excluding transactions with the Company or its affiliates.

OPTIONAL CASH INVESTMENT
As defined in Section 2.4 hereof.

PARTICIPANT
The term "Participant" shall mean (a) any person who has met the requirements of
Sections 2.1 and 2.2-1 regarding enrollment and investment and has not revoked
such elections, and (b) any investor

3
<PAGE>

participating in the DRIP as of the date the Plan first becomes effective,
unless such investor has timely delivered the notice contemplated by Section
2.2-2 hereof.

PERSON
The term "Person" shall mean any individual, corporation, partnership, limited
liability company, joint venture, association, joint-stock company, trust,
estate or unincorporated organization.

PLAN
As defined in the introduction to the Recitals.

PLAN ACCOUNT
The term "Plan Account" shall mean, as to any Participant, the account
maintained by the Administrator and/or Company recording his Plan Shares and any
cash held by the Administrator pending investment or return to such Participant.

PLAN SHARES
The term "Plan Shares" shall mean, as to any Participant, (a) Certificated
Shares held in such Participant's name on the stock records of the Company and
credited to his Plan Account and (b) Book Shares held in such Participant's Plan
Account.

PROSPECTUS
The term "Prospectus" shall mean the document describing the terms of the Plan
and other matters and titled "Amoco Investor Access Plan Prospectus," as it may
be amended from time to time, to be provided to interested parties and all
Participants by the Company, the Administrator, or the Independent Agent.

RECORD ACCOUNT
The term "Record Account" shall mean any shareholder account on the Company's
stock records reflecting Common Stock ownership, excluding all Plan Accounts.

RECORD DATE
The term "Record Date" shall mean the date established by the Company's Board of
Directors to determine Record Shareholders and Plan Participants for the purpose
designated by the Board of Directors at the time, such as declaration of a
Dividend or the voting of Common Stock.

RECORD SHAREHOLDER
The term "Record Shareholder" shall mean the Person whose name and taxpayer
identification or social security number, where applicable, are recorded in a
Record Account.

RECORD SHARES
The term "Record Shares" shall mean all shares of Common Stock credited to a
Record Account.

REINVESTING ACCOUNT
The term "Reinvesting Account" shall mean a Plan Account (a) for which the
Participant has explicitly elected Dividend Reinvestment, or (b) for which the
Participant has not submitted an Electronic Funds Transfer Instruction, or (c)
for which the most recently submitted Electronic Funds Transfer Instruction was
not valid or usable.

4
<PAGE>

REINVESTMENT FUND
The term "Reinvestment Fund" shall mean the total amount of Dividends allocable
to Reinvesting Accounts for a given Dividend Payment Date, less applicable
withholdings and deductions required by law, and paid by the Company to the
Administrator on behalf of such Reinvesting Accounts.

SHARE ACQUISITION COST
In the case of all purchases of Newly-Issued Common Stock, the term "Share
Acquisition Cost" shall mean the acquisition cost per share incurred by a given
Plan Account, and shall be the sum of the Company Sale Price for the relevant
date plus the per share amount of the fees and expenses incurred by the subject
Plan Account in effecting such purchase.

In the case of purchases with Initial Cash Investment funds and/or Optional Cash
Investment funds in the Open Market, the term "Share Acquisition Cost" shall
mean the acquisition cost per share incurred by a given Plan Account, and shall
be the sum of the weighted average price per share of the shares of Common Stock
purchased in the Open Market for the Plan on the relevant Investment Date, plus
the per share amount of the fees and expenses incurred by the subject Plan
Account in effecting such purchase.

In the case of Dividend Reinvestment purchases in the Open Market, the term
"Share Acquisition Cost" shall mean the acquisition cost per share incurred by a
given Reinvesting Account, and shall be the sum of the weighted average price
per share of the shares of Common Stock purchased in the Open Market with the
Reinvestment Fund for a given Dividend Payment Date, plus the per share amount
of the fees and expenses incurred by the subject Reinvesting Account in
effecting such purchase.

STATEMENT OF ACCOUNT
The term "Statement of Account" shall mean a quarterly or yearly
written statement prepared by the Company or the Administrator reflecting Plan
Account information or activity for the stated period.

STREET NAME BENEFICIAL OWNER
The term "Street Name Beneficial Owner" shall mean any Person other than a
Participant who has voting and/or dispositive authority over shares of Common
Stock registered on the Company's stock records, not in his name, but in the
name of a third party bank, broker, nominee, or trustee.

SURRENDERED CERTIFICATES
The term "Surrendered Certificates" shall mean certificates for Common Stock
sent to the Administrator or the Company and thereupon cancelled.

TRANSACTION REQUEST
The term "Transaction Request" shall mean the documentation that the
Administrator shall require to be completed and received prior to a
Participant's gift, sale, or transfer of Plan Shares, the provision of
certificates, or withdrawal from Plan participation. The term shall include
electronic and voice transaction requests acceptable to the Administrator and/or
the Company.

TRUST AGREEMENT
The term "Trust Agreement" shall mean that certain Trust Agreement dated as of
___________, 199_ between the Company and the First Chicago Trust Company of New
York, as amended from time to time.

5
<PAGE>

ARTICLE II - ENROLLMENT, INVESTMENT, AND DIVIDEND PAYMENT ELECTION

SECTION 2.1 ELIGIBILITY
Any Person, whether or not a Record Shareholder, may apply to participate in the
Plan; provided, however, that if he is a Foreign Person, he must upon request
warrant to the Administrator that his participation in the Plan would not
violate local laws applicable to the Company, the Plan or such Foreign Person.

SECTION 2.2 ENROLLMENT AND INITIAL INVESTMENT

SECTION 2.2-1 GENERAL PROCEDURE
A Person may elect to participate in the Plan by completing and returning
to the Administrator a completed Enrollment Form together with any
applicable enrollment fee, and (a) in the case of a Record Shareholder,
designating a Record Account to be converted into a Plan Account and
submitting a certificate for five (5) or more shares of Common Stock to the
Administrator accompanied by such documentation and stock powers as the
Administrator may require or, (b) in the case of any Person, by making an
Initial Cash Investment of an amount equal to at least $450 but not to
exceed $150,000, by personal check or money order payable to the Plan
Administrator, (such initial cash payment is herein referred to as an
"Initial Cash Investment"). A Street Name Beneficial Owner may enroll in
the Plan by having a minimum of five (5) shares of Common Stock registered
in his own name and then following the Record Shareholder procedure set
forth in (a) above. Only entire Record Accounts may be converted into Plan
Accounts; partial conversion of Record Accounts is not permitted.

SECTION 2.2-2 DRIP PARTICIPANTS
Any investor participating in the DRIP as of the date the Plan first
becomes effective will be enrolled in the Plan automatically, without
submitting an Enrollment Form or paying any enrollment fee, unless the DRIP
investor has notified the Company or the Administrator within the time
period designated that he does not desire to be a Participant. Absent
delivery of such notice, all shares of Common Stock attributable to a DRIP
participant under the DRIP will automatically be deemed to be Plan Shares,
without regard to whether the Participant submits certificates for such
shares to the Administrator, and, to the extent any such shares are held by
First Chicago Trust Company of New York under the terms of the DRIP, they
will be delivered to the Administrator as of the date the Plan first
becomes effective and credited to the Plan Account of the applicable
Participant.

SECTION 2.3 OPTIONAL DEPOSITS OF COMMON STOCK
After the establishment of a Plan Account as provided in Section 2.2, a
Participant may deposit any number of additional Record Shares over which he has
dispositive authority into his existing Plan Account, by delivering the
certificate(s) representing such shares and such documentation as the
Administrator may require. A Street Name Beneficial Owner who is also a
Participant may deposit additional shares of Common Stock to his Plan Account by
having the shares registered in his own name and submitting the certificate(s)
representing such shares and necessary documentation to the Administrator.

6
<PAGE>

SECTION 2.4 OPTIONAL CASH INVESTMENTS
A Participant may elect to make occasional or ongoing cash payments to the Plan
for the purchase of additional Plan Shares at any time or from time to time by
personal check or money order payable to the Plan Administrator, or by
electronic funds transfer under Section 2.5 to the Administrator (such optional
cash payment is herein referred to as an "Optional Cash Investment"); provided,
however, that such Optional Cash Investment must be accompanied by, or in the
case of electronic funds transfer, preceded by, documentation acceptable to the
Administrator.

Any Participant who elects to make Optional Cash Investments must invest at
least $50 for any single investment. In any calendar year, the sum of any
Initial Cash Investment made that year plus all Optional Cash Investments made
that year shall not exceed $150,000. In the event that a check is returned
because of insufficient funds to cover the check, a fee shall be charged to the
Participant per published fee schedules, and the Administrator shall so advise
the Participant.

SECTION 2.5 INVESTMENT VIA ELECTRONIC DEBIT
A Participant may elect to have Optional Cash Investments transmitted to the
Administrator via electronic debit from his Bank Account. The Participant must
first complete and return to the Administrator a valid, usable Electronic Funds
Transfer Instruction. A Participant may thereafter change his Bank Account by
delivering a new, completed valid and usable Electronic Funds Transfer
Instruction to the Administrator.

A Participant's Bank Account will be debited three (3) Business Days prior to
the scheduled Investment Date. In the event that at any time the designated
electronic transfer route or Bank Account proves unusable for any reason, the
Company or the Administrator shall so advise the Participant of the failed
transmission and of the Administrator's resulting inability to execute the
transaction requested. For each such debit, the Bank Account will also be
debited a service charge per published fee schedules. In the event that a debit
fails because the Bank Account lacks sufficient funds to cover the requested
debit, a separate fee shall be charged to the Participant per published fee
schedules, and the Administrator shall so advise the Participant.

SECTION 2.6 DIVIDEND PAYMENT METHOD
Absent any written instruction from a Participant to the contrary, all Dividends
paid by the Company on Plan Shares will be reinvested in additional shares of
Common Stock and credited as Plan Shares to the appropriate Reinvesting
Accounts, pursuant to the provisions of the Plan.

A Participant may however elect to have the Dividends allocable to his Plan
Shares sent by electronic funds transfer to his Bank Account by completing,
signing and returning to the Company a valid, usable Electronic Funds Transfer
Instruction. A Participant may change his Bank Account by delivering a new,
valid and usable Electronic Funds Transfer Instruction to the Company.

In the event that the designated electronic funds transfer route or Bank Account
identification proves unusable for any reason, the Company shall mail a check
for the subject Dividend via First Class Mail to the Participant's address of
record with an advice of the failed transmission and of the Company's resulting
inability to execute the deposit of Dividend funds. Until the Participant
provides a valid, usable Electronic Funds Transfer Instruction, the
Administrator shall employ Dividend Reinvestment for all Dividends allocable to
the subject Plan Shares and the relevant Plan Account shall thereafter be deemed
a Reinvesting Account. Except as described in this Plan, Dividends allocable to
Plan Shares will not be paid by check.

7
<PAGE>

SECTION 2.7 MINIMUM ACCOUNT BALANCE
A Plan Account must contain at least five (5) integral Plan Shares at all times.
In the event that a Plan Account balance falls below this minimum for any
reason, the Company in its discretion may terminate the Plan Account pursuant to
the provisions of Section 7.7. Provided, however, that Participants who were
previously investors participating in the DRIP as of the date the Plan first
became effective will be exempt from this requirement of a five (5) share
minimum.

SECTION 2.8 PLAN TREATMENT OF RECORD SHARES
All Record Shares acquired by a Participant outside of the Plan, before or after
the establishment of his Plan Account, that are recorded on the stock records of
the Company in the same name as such Participant's Plan Account, shall
automatically be treated as Plan Shares, without regard to whether the
Participant surrenders any certificates for such shares or submits a separate
Enrollment Form for such shares to the Administrator.

ARTICLE III - COMMON STOCK PURCHASE PROCEDURES

SECTION 3.1 INITIAL CASH INVESTMENTS AND OPTIONAL CASH INVESTMENTS
Initial Cash Investments and Optional Cash Investments shall be invested in
either Newly-Issued Common Stock or in Common Stock purchased in the Open
Market.

SECTION 3.1-1 NEWLY-ISSUED COMMON STOCK
For an Investment Date with respect to which the Company elects to issue
and sell Newly-Issued Common Stock to the Plan, the Company shall issue to
the Administrator upon the Company's receipt of the funds described herein
an integral number of shares of Common Stock equal to (a) the amount of
Initial Cash Investment funds and Optional Cash Investment funds received
by the Administrator from Participants for such investment, minus any
Ineligible Funds and applicable fees and expenses, divided by (b) the
Company Sale Price for such Investment Date.

The Administrator shall credit to the Plan Account of each investing
Participant for such Investment Date the number of Book Shares which
represent the Participant's proportionate interest in the Common Stock so
purchased. The total cost incurred by the Plan Account for this purchase
will be the Share Acquisition Cost times the number of Book Shares so
credited.

SECTION 3.1-2 COMMON STOCK PURCHASED IN THE OPEN MARKET
For an Investment Date with respect to which the Company elects to effect
the investment of Optional Cash Investments and Initial Cash Investments
through purchases of shares of Common Stock in the Open Market, the
Administrator shall (if it is an Independent Agent), or shall cause an
Independent Agent to, purchase an integral number of shares of Common Stock
equal to (a) the amount of Initial Cash Investment funds and Optional Cash
Investment funds received by the Administrator from Participants for such
investment, less any Ineligible Funds and any applicable fees and expenses,
divided by (b) the weighted average purchase price of all shares of Common
Stock purchased in the Open Market for the Plan on the relevant Investment
Date.

The Administrator shall credit to the Plan Account of each investing
Participant for such Investment Date the number of Book Shares which
represent the Participant's proportionate

8
<PAGE>

interest in the Common Stock so purchased. The total cost incurred by the
Plan Account for this purchase will be the Share Acquisition Cost times the
number of Book Shares so credited.

SECTION 3.2 DIVIDEND REINVESTMENT
Dividend Reinvestment shall be administered as provided in this Section 3.2.

SECTION 3.2-1 GENERAL
On or before each Dividend Payment Date, pursuant to its established
practice, the Company shall remit to the Administrator the Reinvestment
Fund for investment on behalf of Reinvesting Accounts in either Newly-
Issued Common Stock or in Common Stock purchased in the Open Market.

SECTION 3.2-2 NEWLY-ISSUED COMMON STOCK
As to any Dividend with respect to which the Company elects to sell Newly-
Issued Common Stock to the Plan in order to effect Dividend Reinvestment,
upon the Company's receipt of the funds described herein, the Company shall
issue to the Administrator an integral number of shares of Common Stock
equal to (a) the amount of the Reinvestment Fund for the relevant Dividend
Payment Date minus any applicable fees and expenses, divided by (b) the
Company Sale Price for the relevant Dividend Payment Date.

The Administrator shall credit to each Reinvesting Account the number of
Book Shares which represent the subject Participant's proportionate
interest in the Common Stock so purchased. The total cost incurred by the
Plan Account for this purchase will be the Share Acquisition Cost times the
number of Book Shares so credited.

SECTION 3.2-3 COMMON STOCK PURCHASED IN THE OPEN MARKET
As to any Dividend with respect to which the Company elects to purchase
shares of Common Stock in the Open Market to effect Dividend Reinvestment,
the Administrator shall (if it is an Independent Agent), or shall cause an
Independent Agent to, purchase an integral number of shares of Common Stock
in the Open Market equal to (a) the amount of the Reinvestment Fund for the
relevant Dividend Payment Date minus any applicable fees and expenses,
divided by (b) the weighted average price per share of the shares of Common
Stock purchased in the Open Market with the Reinvestment Fund for a given
Dividend Payment Date.

ARTICLE IV - SALES, TRANSFERS, AND WITHDRAWALS

SECTION 4.1 TRANSFER OF PLAN SHARES
A Participant may request, at any time, that all or a portion of the whole
shares of Common Stock allocable to his Plan Account be sold or transferred, by
delivering to the Administrator a completed Transaction Request. Gifts will be
administered according to the special instructions set forth in Section 4.2.

9
<PAGE>

SECTION 4.1-1 SALES
The Administrator shall forward sale instructions from Participants to the
Independent Agent. The Independent Agent shall make such sales pursuant to
the provisions of Section 5.5 and in accordance with general commercial
law, stock transfer requirements, and federal and state securities laws. As
soon as practicable following the receipt of proceeds from any resulting
sale, the Administrator shall mail by First Class Mail to such Participant
at his address of record a Statement of Account and a check for the Market
Sale Price for the relevant trading day multiplied by the number of shares
of Common Stock so sold, less any applicable deductions and/or withholdings
required by law. The Administrator shall promptly mail by First Class Mail
to such Participant at his address of record a transaction notice for such
sale.

SECTION 4.1-2 ALL TRANSFERS
The Administrator shall promptly mail by First Class Mail to such
Participant at his address of record any certificate for Record Shares
which may belong to the Participant as a result of any requested transfer
transaction. Fractional Plan Shares may be transferred from one Plan
Account to another only if at the same time the transferor Participant is
withdrawing from Plan participation or the Company is terminating his
entire Plan Account.

SECTION 4.2 GIFTS WITHIN THE PLAN

SECTION 4.2-1 GIFTS
A Participant may elect to transfer to the Plan Account of another
Participant (a) any number of Plan Shares, or (b) any number of Record
Shares over which the Participant has dispositive authority. A Participant
may also elect to transfer to a Person who is not a Participant (a) five
(5) or more Plan Shares, or (b) five (5) or more Record Shares over which
the Participant has dispositive authority. All shares so transferred shall
be credited to the appropriate transferee Plan Account as Book Shares.

Such transfer may be effected by the Participant by delivering to the
Administrator a completed Transaction Request, Enrollment Form and
enrollment fee as needed, and any other documentation required by the
Administrator (in the case of Certificated Shares, this will include
certificate(s) for such Certificated Shares accompanied by such stock
powers and other documentation as the Administrator may require to be
provided by the transferor Participant). The Administrator shall deliver a
transaction notice to each such transferor and transferee advising of the
subject transaction.

SECTION 4.2-2 TRANSFEREE ALREADY A PARTICIPANT
If the transferee is already a Participant as of the date on which Plan
Shares are credited under this Section 4.2 to his Plan Account, the payment
of Dividends allocable to such transferred Plan Shares shall be made
according to the instructions previously provided by the transferee for his
Plan Account.

SECTION 4.2-3 TRANSFEREE NOT A PARTICIPANT
If the transferee is not already a Participant as of the date on which Plan
Shares are credited under this Section 4.2 to his Plan Account, the
Administrator shall open a Plan Account in the name of the transferee using
the information provided by the transferor, and the Administrator shall
send the transferee a Prospectus and any related documentation as soon as
reasonably practicable, whereupon the transferee will be eligible to submit
Optional Cash Investments to

10
<PAGE>

the Plan. Absent direction to the contrary from the transferee, such
transferee's Plan Shares shall be subject to Dividend Reinvestment.

SECTION 4.3 PARTICIPANT REQUEST TO WITHDRAW FROM PLAN PARTICIPATION
If a Participant requests to withdraw from Plan participation, the Administrator
shall, unless otherwise instructed, transfer or reclassify all whole shares of
Common Stock allocable to the subject Plan Account to a Record Account. The
Administrator will so notify the Participant and mail any appropriate
certificates to the Participant at his address of record within thirty (30) days
of receipt of the Participant's request. In connection with any such request to
withdraw from Plan participation, any fractional Plan Share will be liquidated
and its cash value, determined by proration of the Market Sale Price as of the
relevant sale date, minus applicable deductions and withholdings required by
law, will be remitted to the Participant via check at his address of record.

In the event, however, that the Participant advises the Administrator of his
desire to sell or transfer all or a portion of the Common Stock allocable to his
Plan Account upon his withdrawal from the Plan, he may do so pursuant to the
relevant provisions of Section 4.1.

ARTICLE V - INVESTMENT PROCEDURES AND ACCOUNTING

SECTION 5.1 REGISTRATION OF COMMON STOCK UNDER THE PLAN
All shares of Common Stock purchased by the Administrator for the Plan shall be
registered on the stock records of the Company in the name of the nominee of the
Administrator, who in holding such Common Stock shall act as Trustee under the
Trust Agreement. A Participant may at anytime submit certificates for
Certificated Shares for safekeeping by the Administrator. Common Stock forwarded
to the Administrator for deposit to the Plan represented by Surrendered
Certificates shall be credited to the Participant's Plan Account as Book Shares.
Certificated Shares which are also Plan Shares shall be registered on the
Company's shareholder records in the name of the Participant.

SECTION 5.2 COMMINGLING OF ASSETS
For the purpose of making, or causing to be made, purchases and sales of Common
Stock for the Plan, the Independent Agent shall be entitled to commingle each
Participant's funds or the Common Stock held on behalf of a Participant with the
funds or Common Stock, respectively, held on behalf of all other Participants.

SECTION 5.3 STATEMENTS OF ACCOUNT
The Administrator shall send to each Participant a Statement of Account during
each calendar year. The Administrator shall also send quarterly Statements of
Account for all Reinvesting Accounts, and, following each debit or credit of
Book Shares, a transaction notice to the affected Participant.

SECTION 5.4 STOCK SPLITS, IN-KIND DISTRIBUTIONS AND RIGHTS OFFERINGS
Any shares of Common Stock distributed as an in-kind distribution or stock split
on Plan Shares shall be credited to Plan Accounts as Book Shares. The
Administrator shall credit to each Plan Account the number of Book Shares which
represent the subject Participant's proportionate interest in the Common Stock
so distributed to the Plan.

Any rights distributed in respect of the Common Stock which are deemed to be
attached to the Common Stock shall attach to all Plan Shares and shall be
allocated to the Plan Accounts of the respective Participants in proportion to
the Plan Shares held in their Plan Accounts. All

11
<PAGE>

communications in respect of such rights shall be distributed to the
Participants pursuant to Section 6.2 hereof. In order to exercise any such
rights attached to any Book Shares credited to the Plan Account of any
Participant, such Participant must first request certificates pursuant to
Section 5.7 for the Plan Shares associated with such rights and then exercise
the rights in accordance with the procedures for Record Shareholders applicable
to such rights.

SECTION 5.5 TIMING OF INVESTMENTS AND SALES

SECTION 5.5-1 SALES
The Independent Agent shall sell Common Stock allocable to any Plan Account
as soon as practicable following the Administrator's receipt of a direction
from a Participant to do so, but in no event later than the fifth Business
Day receipt thereof, except where deferral is necessary under applicable
federal or state laws or regulations.

SECTION 5.5-2 INVESTMENTS AND RETURN OF UNINVESTED FUNDS
The Administrator shall arrange with the Independent Agent to purchase
Common Stock for the Plan at least once per week. The Administrator shall
arrange for the investment of the Reinvestment Fund within thirty (30) days
of the relevant Dividend Payment Date, and, for Initial Cash Investments
and Optional Cash Investments, within thirty (30) days of the
Administrator's receipt of same, except in each case where deferral is
necessary to comply with applicable federal or state securities laws. Any
Dividends, Optional Cash Investments and Initial Cash Investments not
invested in Common Stock within thirty (30) days of receipt by the
Administrator shall, in the case of Dividends and Optional Cash
Investments, be promptly returned by First Class Mail to the relevant
Participants, and, in the case of Initial Cash Investments, to the
submitting Person at his address of record.

SECTION 5.5-3 NO INTEREST
No interest shall be paid on Initial Cash Investments, Optional Cash
Investments, or Dividends held pending investment or return to the relevant
Participant or submitting Person, as the case may be.

SECTION 5.5-4 INTERRUPTED INVESTMENT ACTIVITY
In the event that the New York Stock Exchange shall be closed in excess of
two (2) Business Days and this closure impairs or precludes the
Administrator's ability to comply with the investment timing requirements
set forth above, the timing requirements of this Section 5.5 shall be
waived for the period of such closure and the Administrator shall resume
its investment activities for the Plan promptly upon the reopening of the
New York Stock Exchange.

SECTION 5.6 TIMELY RECEIPT OF INSTRUCTIONS

SECTION 5.6-1 INSTRUCTION TO CANCEL OR MODIFY INITIAL CASH INVESTMENT OR
OPTIONAL CASH INVESTMENT
If, fewer than two (2) Business Days in advance of the scheduled Investment
Date, the Administrator receives an instruction to stop all or any portion
of an Initial Cash Investment or Optional Cash Investment previously
delivered to the Administrator, such funds will be invested in Plan Shares
for the Participant's Plan Account.

12
<PAGE>

If, two (2) or more Business Days in advance of its scheduled Investment
Date, the Administrator receives a written request from a Participant to
stop any Initial Cash Investment or Optional Cash Investment previously
delivered to the Administrator, such funds shall not be invested in Common
Stock and shall be returned to the Participant.

SECTION 5.6-2 DIVIDEND PAYMENT METHOD CHANGE
If, fewer than two (2) Business Days before a Record Date, the
Administrator receives instructions to change a Dividend payment method,
the changed payment method will not be implemented until after the payment
of the relevant Dividend. If such instructions are received two (2) or
more Business Days before a Record Date, the instruction will be effected
for the subject Dividend.

SECTION 5.6-3 EX-DIVIDEND DATE AND INSTRUCTIONS TO TRANSFER
If (a) the Administrator receives an instruction for the transfer of Plan
Shares on or after an Ex-Dividend Date but before the related Dividend
Payment Date, or (b) if a transfer occurs on or after an Ex-Dividend Date
but before the related Dividend Payment Date, any such transfer shall be
processed without Dividend rights to the transferee of the shares. As soon
as practicable following the receipt of Dividends allocable to such Plan
Shares, the Administrator shall, in accordance with the Participant's
specified Dividend payment method, either (a) reinvest the Dividend and
then, if the transferor Participant has withdrawn from Plan participation,
he shall sell the Plan Shares so purchased, remitting to the Participant a
check for the Market Sale Price for the relevant trading day multiplied by
the number of Plan Shares so sold, less any applicable deductions and/or
withholdings required by law, or (b) transmit the Dividend to the
Participant's Bank Account via electronic direct deposit.

SECTION 5.6-4 EX-DIVIDEND DATE AND WITHDRAWAL FROM PLAN
If the Administrator receives a request for withdrawal from the Plan, not
involving the sale or other transfer of Plan Shares, and the request is
received on or after an Ex-Dividend Date but before the related Dividend
Payment Date, the Plan withdrawal shall be processed promptly and the Plan
Shares reclassified as Record Shares. As soon as practicable following the
receipt of Dividends allocable to the withdrawn Plan Shares, the
Administrator, in accordance with the Participant's specified Dividend
payment method, shall arrange either (a) to reinvest the Dividend and
register the Common Stock so purchased as Record Shares, or (b) to transmit
the Dividend to the Participant via electronic direct deposit, or failing
that, by check. After withdrawal, Dividends will be paid in cash unless and
until the Record Shareholder rejoins the Plan. Record shares will not be
eligible for Dividend Reinvestment unless and until the Record Shareholder
rejoins the Plan.

SECTION 5.6-5 CANCELLATION OF INSTRUCTION TO SELL OR TRANSFER
If the Administrator receives an instruction cancelling or modifying a
previously-received request to sell or transfer Plan Shares later than the
same Business Day on which the sale or transfer instruction was received by
the Administrator, the Administrator or the Independent Agent, as
applicable, will sell the Plan Shares pursuant to the original sale request
and will transmit the net proceeds of such sale as described in Section
4.1-1 via check sent by First Class Mail to the Participant's address of
record.

13
<PAGE>

SECTION 5.7 REQUESTS FOR CERTIFICATES
A Participant may, at any time or from time to time, by submitting a Transaction
Request, request a certificate for all or a portion of the integral shares of
Common Stock allocable to his Plan Account. Such shares of Common Stock shall
remain Plan Shares. All requests will be processed promptly by the
Administrator, and in no event later than thirty (30) days after the date on
which the order is received, except where deferral is necessary under applicable
state laws or regulations. The Administrator shall promptly mail the requested
certificate(s), registered in the same name as the Participant's Plan Account,
by First Class Mail to such Participant at his address of record.

SECTION 5.8 FRACTIONAL PLAN SHARES
Fractional Shares shall in all cases be Book Shares. Fractional Plan Shares
will not have voting rights, but will accrue Dividends on a proportionate basis.
Fractional Plan Shares will not be liquidated except upon complete withdrawal by
a Participant from the Plan or the termination of the Plan or of a given Plan
Account by the Company, whereupon a check for the value of the Fractional Plan
Shares determined by proration of the Market Sale Price for the relevant sale
date, minus any applicable deductions and/or withholdings required by law, will
be remitted to the Participant via check sent First Class Mail to his address of
record.

SECTION 5.9 TELEPHONE CALLS
In the interests of security and quality control, telephone calls between any
Person or Participant and the Administrator or the Company may from time to time
be recorded.

SECTION 5.10 TAX CONSEQUENCES
Participation in the Plan will not change the federal income tax consequences of
ownership of shares of Common Stock. Upon the conversion of Plan Shares to
Record Shares or Record Shares to Plan Shares, without any sale, there will be
no tax consequences to the Participant. The Share Acquisition Cost will be as
defined in this Plan. Dividends will be taxed in the same amount and in the same
manner as though the dividends were received in cash and will be reported on a
yearly basis to Participants by the Company on a Form 1099-DIV. Any information
reported to a Participant on Form 1099-DIV and/or Form 1099-B will also be
reported to the Internal Revenue Service.

ARTICLE VI - PARTICIPANTS AS SHAREHOLDERS

SECTION 6.1 SHAREHOLDERS
All Participants shall be recognized as shareholders of Common Stock for
purposes of admission to the Company's shareholder meetings, voting and
disposing of the shares of Common Stock allocable to Plan Accounts, the
communications which the Company may from time to time send to its shareholders,
and also for purposes of Indiana Code Section 23-1-20,1-30 and Section 23-1-
42,1-11, provided that (a) the Participant so recognized has not alienated the
voting and/or dispositive authority over the shares of Common Stock allocable to
his Plan Account, other than pursuant to a valid proxy solicitation, and (b)
either the Company's stock records and/or the Plan records of the Administrator
or Independent Agent contain the name and address of such Participant.

SECTION 6.2 COMMUNICATIONS AND VOTING
The Company shall send or forward to each Participant Common Stock proxy
solicitation materials, as well as other general shareholder written
communications or consent solicitation materials. A Participant shall have the
exclusive right to exercise all voting rights respecting the integral shares of
Common Stock allocable to his Plan Account. A Participant may vote any of the
integral shares of Common

14
<PAGE>

Stock allocable to his Plan Account in person or by proxy. Integral shares of
Common Stock allocable to a Participant's Plan Account shall not be voted unless
a Participant or his proxy votes them. The Company also shall send to each
Participant Common Stock rights offering materials or notices and all other
communications sent to all shareholders of the Company.

SECTION 6.3 SOLICITATION
Solicitation of the exercise of Participants' voting rights by the management of
the Company and others under a proxy or consent provision applicable to all
beneficial holders of Common Stock shall be permitted. Solicitation of the
exercise of Participants' tender or exchange offer rights by management of the
Company and others shall also be permitted. The Administrator shall notify
Participants of each occasion for the exercise of their voting rights or rights
with respect to a tender offer or exchange offer within a reasonable time before
such rights are to be exercised. Such notification shall include all information
distributed by the Company to Record Shareholders regarding the exercise of such
rights.

ARTICLE VII - PLAN ADMINISTRATION

SECTION 7.1 RULES AND REGULATIONS
The Company may from time to time adopt such administrative rules and
regulations concerning the Plan as it deems necessary or desirable for the
administration of the Plan. The Company shall have the power and authority to
interpret the terms and the provisions of the Plan and shall interpret and
construe the Plan and reconcile any inconsistency or supply any omitted detail
in a manner consistent with the general terms of the Plan and applicable law.

SECTION 7.2 COSTS
Costs of mailings, materials, and other administration of the Plan shall be paid
by the Company; provided, however, that brokerage commissions, applicable taxes,
and any other Plan fees and charges incurred in connection with transactions
under the Plan shall be borne by the Participants, pursuant to the schedule set
forth from time to time in the Plan Prospectus, Plan brochures and/or related
marketing documentation.

SECTION 7.3 NO CONTROL
With regard to Open Market purchases and sales of Common Stock, none of the
Company, the Administrator (if it is not also serving as the Independent Agent)
or any Participant shall have any authority or power to direct the time or price
at which Common Stock may be purchased or sold, the markets on which such shares
are to be purchased or sold (including on any securities exchange, in the over-
the-counter market or in negotiated transactions) or the selection of the broker
or dealer (other than the Independent Agent in the case of the Administrator)
through or from whom transactions may be made, except that such transactions
shall be made in accordance with the terms and conditions of the Plan.

SECTION 7.4 SOURCE OF COMMON STOCK
Dividends, Initial Cash Investments, and Optional Cash Investments shall be
invested, at the Company's election, in either (a) Newly-Issued Common Stock or
(b) shares of Common Stock purchased in the Open Market. The Company shall not
change the source of shares of Common Stock purchased for the Plan, i.e., either
(a) Newly-Issued Common Stock or (b) shares of Common Stock purchased in the
Open Market, more than once in any 3-month period. Such determination shall be
pursuant to a recorded determination by the Company's Board of Directors or its
Chief Financial Officer that the Company has a need to raise additional capital
or that there is another valid reason for a change.

15
<PAGE>

SECTION 7.5 OPEN MARKET TRANSACTIONS
Purchases and sales of Common Stock on the Open Market may be executed upon the
terms and subject to conditions respecting price and delivery as the Independent
Agent (including the Administrator if it is also an Independent Agent)
determines to be appropriate.

SECTION 7.6 TERMINATION OF A PLAN ACCOUNT BY THE COMPANY
If a Plan Account does not contain at least five (5) integral Plan Shares, the
Plan Account may be terminated by the Company in its sole discretion after
written notice is mailed to such Participant at his address of record and a
period of at least three (3) months is provided to the Participant to invest
such additional funds as may be needed to achieve the five (5) Plan Share
minimum ownership.

Upon such termination, the Plan Account shall be converted into a Record
Account. Fractional Plan Shares will be liquidated. A check for their cash
value, determined by proration of the Market Sale Price for the relevant sale
date, minus any applicable deductions and/or withholdings required by law, will
be remitted to the Participant via check sent First Class Mail to his address of
record along with a notice of such termination and a certificate for the shares
so converted. Dividends paid thereafter on such Record Shares shall be
transmitted via check or, where electronic direct deposit was the chosen payment
method under the terminated Plan Account, via electronic funds transfer.

SECTION 7.7 MODIFICATION AND TERMINATION OF THE PLAN BY THE COMPANY
The Company may at any time and from time to time, at its sole option modify,
amend or terminate the Plan, in whole, in part or in respect of Participants in
one or more jurisdictions; provided, however, no such amendment shall result in
a distribution to the Company of any amount credited to the Plan Account of any
Participant.

Upon complete termination of the Plan, the Plan Accounts of all Participants (or
in the case of partial termination of the Plan, the Plan Accounts of all
affected Participants) shall be converted each individually to Record Accounts.
The Administrator shall send each affected Participant prior written notice of
such Plan or Plan Account termination and of the conversion of Plan Accounts to
Record Accounts. Fractional Plan Shares will be liquidated and their cash value
as determined by proration of the Market Sale Price for the relevant sale date
will be remitted by First Class Mail to the Participant via check at his address
of record, minus applicable withholdings and deductions as may be required by
law. Dividends paid thereafter on Record Shares shall be transmitted via check,
or, where electronic direct deposit was the preferred payment method for the
terminated Plan Account, via electronic funds transfer.

SECTION 7.8 SALE UPON PLAN TERMINATION OR PLAN ACCOUNT TERMINATION
In the event that a Participant advises the Administrator of his desire to sell
or transfer all or a portion of the Common Stock allocable to his Plan Account
upon the Company's termination of the Plan as a whole or of his Plan Account, he
may do so pursuant to the relevant provisions of Section 4.1.

ARTICLE VIII - SELECTION AND ROLE OF ADMINISTRATOR AND INDEPENDENT AGENT

SECTION 8.1 SELECTION OF AN ADMINISTRATOR
The Administrator shall be appointed by the Company, which appointment may be
revoked by the Company at any time. The Administrator may resign at any time
upon 120 days' notice to the Company. In the event that no Administrator is
appointed, the Company shall be deemed to be the Administrator for purposes of
the Plan. First Chicago Trust Company of New York shall be the initial

16
<PAGE>

Administrator. The appointed or elected officers of the Company shall make such
arrangements regarding compensation of the Administrator and reimbursement of
expenses as they may from time to time deem reasonable and appropriate.

SECTION 8.2 AUTHORITY AND DUTIES OF ADMINISTRATOR
The Administrator shall have the authority and responsibility to control and
manage the aspects of the operation and administration of the Plan which are
denoted herein as its responsibility and such other aspects of operation and
administration of the Plan as may be determined by the Company from time to
time. The Administrator shall have the power and the duty to take all actions
and to make all decisions necessary or proper to carry out its responsibilities
under the Plan. Notwithstanding any other provision of this document the
Administrator shall not be liable for its inability to buy or sell Common Stock
on behalf of the Plan as a result of the closure of one or more of the markets
on which the Common Stock is traded.

SECTION 8.3 SELECTION OF INDEPENDENT AGENT
The Independent Agent serving in such capacity pursuant to the Plan shall be
selected by the Administrator. The Administrator shall make arrangements and
enter into agreements with the Independent Agent in connection with the
activities contemplated by the Plan.

SECTION 8.4 AUTHORITY AND DUTIES OF INDEPENDENT AGENT
The Independent Agent shall have the authority and responsibility to control and
manage the aspects of the operation and administration of the Plan which are
denoted herein as its responsibility and as may be determined by the
Administrator from time to time. The Independent Agent shall have the power and
the duty to take all actions and to make all decisions necessary or proper to
carry out its responsibilities under the Plan.

ARTICLE IX - MISCELLANEOUS PROVISIONS

SECTION 9.1 GOVERNING LAW
This Plan shall be construed, regulated and administered under the laws of the
State of Illinois.

SECTION 9.2 AGREEMENT BY PARTICIPANTS
Each Participant, as a condition of participation herein, for himself, his
heirs, devisees, legatees, executors, administrators, legal representatives and
assigns, approves and agrees to be bound by the provisions of this Plan and any
subsequent amendments hereto, and all actions of the Company and the
Administrator hereunder.

SECTION 9.3 HEADINGS
The headings and subheadings in this instrument are inserted for convenience and
reference only and are not to be used in construing the Plan or any provision
thereof.

SECTION 9.4 ABSENCE OF GUARANTEE
Neither the Company nor the Administrator in any way guarantees the Plan against
loss or depreciation. Neither the Company nor the Administrator in any way
guarantees the payment or amount of any future Dividends on Common Stock. Unless
otherwise provided by law, the Company, its directors, officers, employees and
agents, the Administrator, and the Independent Agent shall in no manner be
liable to any Participant with respect to the price or performance of the Common
Stock held for the Plan.

17
<PAGE>

SECTION 9.5 LIABILITY
The Company, its directors, officers, employees, or agents, the Independent
Agent and the Administrator, shall not be liable under the Plan for any act
performed in good faith or for any good faith omission to act including, without
limitation, any claims for liability (a) arising out of failure to terminate a
Plan Account upon a Participant's death absent valid transfer instructions
pertaining to the Common Stock allocable to the subject Plan Account and (b) the
price at which Common Stock is purchased or sold for Plan Accounts and the time
such purchases or sales are made.

SECTION 9.6 NO ASSIGNMENT
Book Shares may not be assigned or pledged except under the auspices of any loan
program which the Administrator may from time to time offer which includes in
its express terms an exemption from this Section 9.6. In all other cases, a
Participant who wishes to assign or pledge Book Shares shall first request
certificates for such shares pursuant to Section 5.7 hereof.

Effective Date: _______________________________, 1996

<PAGE>

Exhibit 5

[Amoco Corporation Letterhead]

October 30, 1995

Amoco Corporation
200 East Randolph Drive
Chicago, Illinois 60601

Dear Sirs:

An S-3 Registration Statement ("Registration Statement") of Amoco Corporation,
an Indiana corporation ("Amoco") is being filed on or about the date of this
letter with the Securities and Exchange Commission relating to the proposed
offering of 5,000,000 shares (the "Shares") of common stock, without par value
("Common Stock") of Amoco pursuant to the terms of Amoco's stock purchase plan,
the Amoco Investor Access Plan (the "Plan").

As counsel to Amoco, I am familiar with its amended articles of incorporation,
by-laws, minutes of meetings of shareholders and directors, and other corporate
records. I have examined the Registration Statement and the exhibits thereto,
including the Plan. Based upon the foregoing, I am of the opinion that:

1. Amoco is a corporation duly organized and existing under the laws of the
State of Indiana.

2. The Shares being offered pursuant to the Plan are duly authorized and when
delivered in accordance with the terms and conditions of the Plan will be
legally issued, fully paid and non-assessable.

I hereby consent to the filing of this opinion as an exhibit to the Registration
Statement and to the use of my name under the heading "Legal Opinions" in the
Registration Statement and related prospectus.

Very truly yours,

JANE E. KLEWIN

Jane E. Klewin

<PAGE>
Exhibit 23(a)

CONSENT OF INDEPENDENT ACCOUNTANTS

We hereby consent to the incorporation by reference in the Prospectus
constituting part of this Registration Statement on Form S-3 of our report dated
February 28, 1995 appearing on page 4 of Amoco Corporation's Form 8-K dated
April 5, 1995, which supplements Amoco Corporation's Annual Report on Form 10-K
for the year ended December 31, 1994 to include summarized financial information
for Amoco Argentina Oil Company. We also consent to the reference to us under
the heading "Experts" in such Prospectus.

PRICE WATERHOUSE LLP
Chicago, Illinois
October 30, 1995

<PAGE>

Exhibit 24

AMOCO CORPORATION

POWER OF ATTORNEY

KNOW ALL PEOPLE BY THESE PRESENTS, that the undersigned constitutes and
appoints H. L. Fuller, J. L. Carl, and each of them, his or her true and lawful
attorney-in-fact and agent, with full power of substitution and resubstitution,
for him or her and in his or her name, place and stead, in any and all
capacities, to sign any and all Amoco Corporation registration statements and
amendments thereto (including post-effective amendments) with respect to common
stock of Amoco Corporation offered or sold pursuant to the Amoco Investor Access
Plan and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission, granting unto
said attorney-in-fact and agent, full power and authority to do and perform each
and every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he or she might or could do in
person, hereby ratifying and confirming all that said attorney-in-fact and
agent, or his substitute or substitutes, may lawfully do or cause to be done by
virtue hereof.

IN WITNESS WHEREOF, the undersigned has executed this power of attorney on
the 24th day of October, 1995.

H. LAURANCE FULLER
---------------------------------
(Signature)

H. Laurance Fuller
---------------------------------
(print or type name)

<PAGE>

Exhibit 24

AMOCO CORPORATION

POWER OF ATTORNEY

IN WITNESS WHEREOF, the undersigned has executed this power of attorney on
the 18th day of October, 1995.

JOHN L. CARL
---------------------------------
(Signature)

John L. Carl
---------------------------------
(print or type name)

<PAGE>

Exhibit 24

AMOCO CORPORATION

POWER OF ATTORNEY

IN WITNESS WHEREOF, the undersigned has executed this power of attorney on
the 19th day of October, 1995.

JOHN R. REID
---------------------------------
(Signature)

John R. Reid
---------------------------------
(print or type name)

<PAGE>

Exhibit 24

AMOCO CORPORATION

POWER OF ATTORNEY

IN WITNESS WHEREOF, the undersigned has executed this power of attorney on
the 24th day of October, 1995.

L. D. THOMAS
---------------------------------
(Signature)

L. D. Thomas
---------------------------------
(print or type name)

<PAGE>

Exhibit 24

AMOCO CORPORATION

POWER OF ATTORNEY

IN WITNESS WHEREOF, the undersigned has executed this power of attorney on
the 24th day of October, 1995.

D. R. BEALL
---------------------------------
(Signature)

D. R. Beall
---------------------------------
(print or type name)

<PAGE>

Exhibit 24

AMOCO CORPORATION

POWER OF ATTORNEY

IN WITNESS WHEREOF, the undersigned has executed this power of attorney on
the 24th day of October, 1995.

RUTH BLOCK
---------------------------------
(Signature)

Ruth Block
---------------------------------
(print or type name)

<PAGE>

Exhibit 24

AMOCO CORPORATION

POWER OF ATTORNEY

IN WITNESS WHEREOF, the undersigned has executed this power of attorney on
the 24th day of October, 1995.

JOHN H. BRYAN
---------------------------------
(Signature)

John H. Bryan
---------------------------------
(print or type name)

<PAGE>

Exhibit 24

AMOCO CORPORATION

POWER OF ATTORNEY

IN WITNESS WHEREOF, the undersigned has executed this power of attorney on
the 24th day of October, 1995.

ERROLL B. DAVIS, JR.
---------------------------------
(Signature)

Erroll B. Davis, Jr.
---------------------------------
(print or type name)

<PAGE>

Exhibit 24

AMOCO CORPORATION

POWER OF ATTORNEY

IN WITNESS WHEREOF, the undersigned has executed this power of attorney on
the 24th day of October, 1995.

RICHARD FERRIS
---------------------------------
(Signature)

Richard Ferris
---------------------------------
(print or type name)

<PAGE>

Exhibit 24

AMOCO CORPORATION

POWER OF ATTORNEY

IN WITNESS WHEREOF, the undersigned has executed this power of attorney on
the 24th day of October, 1995.

ROBERT H. MALOTT
---------------------------------
(Signature)

Robert H. Malott
---------------------------------
(print or type name)

<PAGE>

Exhibit 24

AMOCO CORPORATION

POWER OF ATTORNEY

IN WITNESS WHEREOF, the undersigned has executed this power of attorney on
the 24th day of October, 1995.

WALTER E. MASSEY
---------------------------------
(Signature)

Walter E. Massey
---------------------------------
(print or type name)

<PAGE>

Exhibit 24

AMOCO CORPORATION

POWER OF ATTORNEY

IN WITNESS WHEREOF, the undersigned has executed this power of attorney on
the 23rd day of October, 1995.

MARTHA R. SEGER
---------------------------------
(Signature)

Martha R. Seger
---------------------------------
(print or type name)

<PAGE>

Exhibit 24

AMOCO CORPORATION

POWER OF ATTORNEY

IN WITNESS WHEREOF, the undersigned has executed this power of attorney on
the 24th day of October, 1995.

MICHAEL WILSON
---------------------------------
(Signature)

Michael Wilson
---------------------------------
(print or type name)

<PAGE>

Exhibit 24

AMOCO CORPORATION

POWER OF ATTORNEY

IN WITNESS WHEREOF, the undersigned has executed this power of attorney on
the 24th day of October, 1995.

RICHARD D. WOOD
---------------------------------
(Signature)

Richard D. Wood
---------------------------------
(print or type name)