AMOCO CORP
8-K, 1995-04-05
PETROLEUM REFINING
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                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C.  20549

                                    FORM 8-K

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


   Date of Report (Date of earliest event reported)    April 5, 1995    



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



             Indiana                   1-170-2             36-1812780    
   (State or other jurisdiction    (Commission        (IRS Employer
    of incorporation)               File Number)      Identification No.)



   200 East Randolph Drive, Chicago, Illinois             60601    
      (Address of principal executive offices)         (Zip Code)



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


                                  (No Change)                            
         (Former name or former address, if changed since last report).













                                        1<PAGE>
<PAGE>
   INFORMATION TO BE INCLUDED IN THE REPORT

   Item 5.  Other Events


        Shown   below  are   the  Financial   Statements  and   Supplemental

   Information (Item 8) of  Amoco Corporation's ("Amoco")  Annual Report  on

   Form  10-K for  the year  ended December  31, 1994,  including summarized

   financial  data for Amoco  Argentina Oil Company (the "Company") in Note

   22.   The  Company is  a wholly-owned  subsidiary of  Amoco International

   Petroleum Company, which is an indirect wholly-owned subsidiary of Amoco.




   Item 7.   Financial Statements and Exhibits


                                                              Sequentially
   Exhibit                                                       Numbered
   Number                                                          Page

     23      Consent of Independent Accountants                     










                                        2<PAGE>
<PAGE>
   Financial Statements and Supplemental Information
        Index to Financial Statements and Supplemental Information       Page

   Report of Independent Accountants . . . . . . . . . . . . . . . . . .   4
   Consolidated Financial Statements:
      Consolidated Statement of Income . . . . . . . . . . . . . . . . .   5
      Consolidated Statement of Financial Position . . . . . . . . . . .   6
      Consolidated Statement of Shareholders' Equity . . . . . . . . . .   7
      Consolidated Statement of Cash Flows . . . . . . . . . . . . . . .   8
      Notes to Consolidated Financial Statements . . . . . . . . . . . .   9
      Financial Statement Schedule:
        Valuation and Qualifying Accounts (Schedule VIII)  . . . . . . .   47
   Supplemental Information:
      Quarterly Results and Stock Market Data  . . . . . . . . . . . . .   36
      Oil and Gas Exploration and Production Activities  . . . . . . . .   37


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
































                                        3<PAGE>
<PAGE>
                        REPORT OF INDEPENDENT ACCOUNTANTS


   To the Board of Directors and Shareholders of Amoco Corporation

        In our  opinion, the consolidated financial statements listed in the
   accompanying  index  present  fairly,   in  all  material  respects,  the
   financial position of Amoco Corporation and  its subsidiaries at December
   31, 1994  and 1993, and the  results of their  operations and  their cash
   flows for each of the three years in the period ended December 31,  1994,
   in  conformity  with generally  accepted  accounting  principles.   These
   financial  statements  are  the  responsibility  of  Amoco  Corporation's
   management;  our  responsibility  is  to  express  an  opinion  on  these
   financial statements  based on  our audits.   We conducted  our audits of
   these statements in accordance with generally accepted auditing standards
   which require  that we plan and  perform the  audit to obtain  reasonable
   assurance  about whether the  financial statements  are free  of material
   misstatement.   An audit includes  examining, on a  test basis,  evidence
   supporting  the  amounts and  disclosures  in  the  financial statements,
   assessing the  accounting principles used and  significant estimates made
   by   management,   and  evaluating   the   overall   financial  statement
   presentation.  We believe that our audits provide a reasonable  basis for
   the opinion expressed above.

        In  1992, Amoco  Corporation changed  its  method of  accounting for
   income  taxes and  for postretirement  benefits other  than  pensions, as
   discussed in Notes 15 and 19, respectively, to the financial statements.





   PRICE WATERHOUSE LLP

   Chicago, Illinois
   February 28, 1995
















                                        4<PAGE>
<PAGE>
                       AMOCO CORPORATION AND SUBSIDIARIES

                            _________________________

                        CONSOLIDATED STATEMENT OF INCOME

<TABLE>
<CAPTION>
                                                          Year Ended December 31
                                                         1994      1993      1992
                                                      (millions of dollars, except
                                                          per-share amounts)
   <S>                                                 <C>       <C>       <C>
   Revenues:
     Sales and other operating revenues  . . . . . .   $ 26,048  $25,336   $25,280 
     Consumer excise taxes . . . . . . . . . . . . .      3,409    2,824     2,738 
     Other income  . . . . . . . . . . . . . . . . .        905      457       201 
       Total revenues  . . . . . . . . . . . . . . .     30,362   28,617    28,219 
   Costs and expenses:
     Purchased crude oil, natural gas, petroleum     
     products and merchandise  . . . . . . . . . . .     13,558   12,878    12,495 
     Operating expenses  . . . . . . . . . . . . . .      4,743    4,688     5,309 
     Petroleum exploration expenses, including       
       exploratory dry holes . . . . . . . . . . . .        633      529       662 
     Selling and administrative expenses . . . . . .      2,227    1,849     2,319 
     Taxes other than income taxes . . . . . . . . .      4,153    3,648     3,744 
     Depreciation, depletion, amortization, and      
      retirements and abandonments . . . . . . . . .      2,239    2,193     2,440 
     Interest expense  . . . . . . . . . . . . . . .        318      325       247 
       Total costs and expenses  . . . . . . . . . .     27,871   26,110    27,216 
     Income before income taxes  . . . . . . . . . .      2,491    2,507     1,003 
     Income taxes  . . . . . . . . . . . . . . . . .        702      687       153 
     Income before the cumulative effects of         
     accounting changes  . . . . . . . . . . . . . .      1,789    1,820       850 
     Cumulative effects of accounting changes  . . .         --       --      (924)
       Net income (loss) . . . . . . . . . . . . . .   $  1,789  $ 1,820   $   (74)

     Income per share before the cumulative effects  
      of accounting changes  . . . . . . . . . . . .   $   3.60  $  3.66   $  1.71 
     Cumulative effects of accounting changes  . . .         --       --     (1.86)
     Net income (loss) per share . . . . . . . . . .   $   3.60  $  3.66   $  (.15)
</TABLE>

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












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

                  CONSOLIDATED STATEMENT OF FINANCIAL POSITION
<TABLE>
<CAPTION>
                                                                 December 31
                                                               1994        1993
                                                            (millions of dollars)
                            ASSETS
   <S>                                                       <C>          <C>
   Current Assets:
    Cash . . . . . . . . . . . . . . . . . . . . . . . .     $    166     $   103 
    Marketable securities--at cost (all corporate, except 
     $355 on December 31, 1994, and $221 on December 31,  
     1993, which represent state and municipal            
     securities) . . . . . . . . . . . . . . . . . . . .        1,623       1,114 
    Accounts and notes receivable (less allowances of     
     $23 on December 31, 1994, and $65 on December 31,    
     1993) . . . . . . . . . . . . . . . . . . . . . . .        3,180       3,196 
    Inventories  . . . . . . . . . . . . . . . . . . . .        1,042       1,110 
    Prepaid expenses and income taxes  . . . . . . . . .          631         571 
                                                                6,642       6,094 
   Investments and other assets:
    Investments and related advances . . . . . . . . . .          470         318 
    Long-term receivables and other assets . . . . . . .          661         705 
                                                                1,131       1,023 
   Properties--at cost, less accumulated depreciation,
   depletion and amortization of $24,906 on December 31,
   1994, and $23,204 on December 31, 1993  . . . . . . .       21,543      21,369 
                                                             $ 29,316     $28,486 
             LIABILITIES AND SHAREHOLDERS' EQUITY
   Current liabilities:
    Current portion of long-term obligations . . . . . .     $     24     $    53 
    Short-term obligations . . . . . . . . . . . . . . .          224       1,007 
    Accounts payable . . . . . . . . . . . . . . . . . .        2,759       2,473 
    Accrued liabilities  . . . . . . . . . . . . . . . .        1,162         974 
    Taxes payable (including income taxes) . . . . . . .          855         836 

                                                                5,024       5,343 
   Long-term debt:
    Debt . . . . . . . . . . . . . . . . . . . . . . . .        4,387       4,037 
   Deferred credits and other non-current liabilities:
    Income taxes . . . . . . . . . . . . . . . . . . . .        2,961       2,995 
    Other  . . . . . . . . . . . . . . . . . . . . . . .        2,547       2,425 
                                                                5,508       5,420 
   Minority interest . . . . . . . . . . . . . . . . . .           15          21 
   Shareholders' equity:
    Common stock (authorized 800,000,000 shares; issued   
     and outstanding as of December 31, 1994--496,393,067 
     shares; December 31, 1993--496,401,099 shares)  . .        2,166       2,147 
    Earnings retained and invested in the business . . .       12,223      11,557 
    Foreign currency translation adjustment  . . . . . .           (7)        (39)
   Total Shareholders' Equity  . . . . . . . . . . . . .       14,382      13,665 
                                                             $ 29,316     $28,486 
</TABLE>
                       
   (The  successful  efforts method  of  accounting  is  followed  for costs
   incurred in oil and gas producing activities.)
   (The accompanying notes are an integral part of these statements.)



                                        6<PAGE>
<PAGE>
                       AMOCO CORPORATION AND SUBSIDIARIES
                                                    

                 CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY

<TABLE>
<CAPTION>
                                                     Earnings                
                                                     Retained
                                                       and
                                                     Invested     Foreign
                                                        in       Currency
                                           Common      the      Translation
                                            Stock    Business   Adjustment     Total
                                             (millions of dollars, except per-share
                                                            amounts)
   <S>                                    <C>       <C>         <C>          <C>
   Balance on December 31, 1991  . . .    $ 2,115   $ 12,035    $        6   $14,156 
         Net loss  . . . . . . . . . .                   (74)                    (74)
         Cash dividends of $2.20 per                  (1,091)                 (1,091)
         share . . . . . . . . . . . .
         Foreign currency translation                                      
         adjustment  . . . . . . . . .                                 (27)      (27)
         Issuances of common stock             11        (15)                     (4)
         (net) . . . . . . . . . . . .
   Balance on December 31, 1992  . . .      2,126     10,855           (21)   12,960 
         Net income  . . . . . . . . .                 1,820                   1,820 
         Cash dividends of $2.20 per                  (1,092)                 (1,092)
         share . . . . . . . . . . . .
         Foreign currency translation
         adjustment  . . . . . . . . .                                 (18)      (18)
         Issuances of common stock             21        (26)                     (5)
         (net) . . . . . . . . . . . .
   Balance on December 31, 1993  . . .      2,147     11,557           (39)   13,665 
         Net income  . . . . . . . . .                 1,789                   1,789 
         Cash dividends of $2.20 per                  (1,092)                 (1,092)
         share . . . . . . . . . . . .
         Foreign currency translation
         adjustment  . . . . . . . . .                                  32        32 
         Issuances of common stock             19        (31)                    (12)
         (net) . . . . . . . . . . . .
   Balance on December 31, 1994  . . .    $ 2,166   $ 12,223    $       (7)  $14,382 
</TABLE>
       (The accompanying notes are an integral part of these statements.)
















                                        7<PAGE>
<PAGE>
                       AMOCO CORPORATION AND SUBSIDIARIES
                                                   

                      CONSOLIDATED STATEMENT OF CASH FLOWS
<TABLE>
<CAPTION>
                                                       Year Ended December 31
                                                      1994      1993       1992
                                                        (millions of dollars)
   <S>                                              <C>        <C>       <C> 
   Cash flows from operating activities:
     Net income (loss) . . . . . . . . . . . . .    $ 1,789    $ 1,820   $   (74)
     Adjustments to reconcile net income (loss)  
      to net cash provided by operating          
      activities:
      Depreciation, depletion, amortization, and 
       retirements and abandonments  . . . . . .      2,239      2,193     2,440 
      (Increase) decrease in receivables . . . .       (137)       (18)      476 
      (Increase) decrease in inventories . . . .         68        (89)      130 
      Increase (decrease) in payables and        
      accrued liabilities  . . . . . . . . . . .        492       (371)     (788)
      Deferred taxes and other items . . . . . .       (122)       (44)      (88)
      Cumulative effects of accounting changes .         --         --       924 
      Net cash provided by operating activities       4,329      3,491     3,020 

   Cash flows from investing activities:
     Capital expenditures  . . . . . . . . . . .     (2,572)    (2,817)   (2,334)
     Proceeds from dispositions of property and  
      other assets . . . . . . . . . . . . . . .        335        594       452 
     New investments, advances and business      
      acquisitions . . . . . . . . . . . . . . .        (91)      (200)     (126)
     Proceeds from sales of investments  . . . .        176        256         8 
     Other . . . . . . . . . . . . . . . . . . .        (18)        (2)       18 
     Net cash used in investing activities . . .     (2,170)    (2,169)   (1,982)

   Cash flows from financing activities:
     New long-term obligations . . . . . . . . .        438      1,313     3,061 
     Repayment of long-term obligations  . . . .       (138)    (2,286)   (3,147)
     Cash dividends paid . . . . . . . . . . . .     (1,092)    (1,092)   (1,091)
     Issuances of common stock . . . . . . . . .         29         27        25 
     Acquisitions of common stock  . . . . . . .        (41)       (32)      (29)
     Increase (decrease) in short-term           
      obligations  . . . . . . . . . . . . . . .       (783)       677      (152)
     Net cash used in financing activities . . .     (1,587)    (1,393)   (1,333)
   Increase (decrease) in cash and marketable    
   securities  . . . . . . . . . . . . . . . . .        572        (71)     (295)

   Cash and marketable securities-beginning of   
    year . . . . . . . . . . . . . . . . . . . .      1,217      1,288     1,583 
   Cash and marketable securities-end of year  .    $ 1,789    $ 1,217   $ 1,288 
</TABLE>

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

                                        8<PAGE>
<PAGE>
                       AMOCO CORPORATION AND SUBSIDIARIES
                                                   

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


   Note 1.  Accounting Policies

        Principles of consolidation

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

        Inventories

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

        Costs incurred in oil and gas producing activities

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

        Depreciation, depletion and amortization

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

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

        The  estimated costs to  dismantle, restore and abandon  oil and gas

                                        9<PAGE>
<PAGE>
                      AMOCO CORPORATION AND SUBSIDIARIES


             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued) 

   properties are  recognized over the properties'  productive lives on  the
   unit-of-production method.

        Retirements

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

        Maintenance and repairs

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

        Derivative contracts

        The Corporation periodically  enters into  futures, swaps,  forwards
   and  option contracts  to manage  its exposure  to price  fluctuations on
   hydrocarbon transactions  and its exposure to  exchange rate fluctuations
   on its debt denominated in foreign currencies.  Recognized gains,  losses
   and  cash flows  from hedge contracts are  reported as  components of the
   related transactions.  

        Translation of foreign currencies

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

        Environmental liabilities

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








                                       10<PAGE>
<PAGE>
                       AMOCO CORPORATION AND SUBSIDIARIES
                                                    

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

        Net Income Per Share

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

   Note 2.  Acquisitions, Dispositions and Special Items 

        In 1994, earnings included benefits of $270 million related to final
   settlements with the Internal Revenue Service involving crude oil  excise
   taxes  ("COET") assessed  in the  1980s.   Of this  amount,  $180 million
   represented interest on  the settlements.  Earnings also included  a gain
   of $45 million on the sale of certain European oil and gas properties.

        As  a result of  the organizational restructuring, a  charge of $394
   million ($256  million after-tax) was  accrued in the  second quarter  of
   1994.   Included in  selling and administrative expenses  were charges of
   $225  million  ($146 million  after-tax) related  to employee-termination
   costs  directly  associated with  the  severance  of  approximately 3,800
   employees expected to  occur by year-end 1995.   Of the 3,800  employees,
   approximately  2,000  represent   personnel  in  accounting,  information
   technology and other related  support staff; the remainder  are employees
   associated  with business group operations.   Approximately 75 percent of
   the total terminations  are professionals, managers and supervisors.   In
   1994,  charges against the  accrual relating to the  elimination of about
   2,000 positions totaled $64 million after tax.  As  of December 31, 1994,
   the accrual balance associated with  restructuring was $82 million  after
   tax  ($126 million  before tax),  which was  considered adequate  for all
   future  severances to  which  the  company has  committed.   Included  in
   operating expenses were charges  of $169 million ($110 million after-tax)
   related to a reduction in carrying value of assets that will be divested.
   Disposition  of  these assets,  including a  hazardous-waste incineration
   facility  that is  not yet  in  commercial production,  will  not have  a
   material effect on revenues, depreciation or income. 
        
        In 1993, new investments, advances and business acquisitions totaled
   $200  million, including  the  purchase of  Phillips  Fibers Corporation.
   Proceeds from dispositions of property and other assets and from sales of
   investments  totaled   $850  million,   including  certain  non-strategic
   properties and investments in Canada for approximately $471 million.

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

                                       11<PAGE>
<PAGE>
                       AMOCO CORPORATION AND SUBSIDIARIES
                                                    

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)


   of  Congo exploration  and production  operations to  current recoverable
   value.

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

   Note 3.  Cash Flow Information

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

        Net cash provided by operating activities reflects cash payments for
   interest and income taxes as follows:
                                         1994           1993            1992
                                                (millions of dollars)
   Interest paid . . . . . . . . . .    $ 297           $ 367           $ 550

   Income taxes paid . . . . . . . .    $ 903           $ 632           $ 974

   Note 4.  Financial Instruments and Hedging Activities

        All financial  instruments held by the  Corporation are for purposes
   other than  trading.  All derivatives are either  exchange traded or with
   major financial institutions,  and the risk of credit loss  is considered
   remote.  A  significant portion of Amoco's receivables are from other oil
   and gas and chemical companies.  Although collection of these receivables
   could be influenced  by economic factors affecting  these industries, the
   risk of significant loss is considered remote.
        
        The carrying values  of receivables, payables, marketable securities

                                       12<PAGE>
<PAGE>
                       AMOCO CORPORATION AND SUBSIDIARIES
                                                    

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)


   and short-term obligations approximate  their fair value.  The  estimated
   fair value of long-term debt outstanding as of December 31, 1994 and 1993
   was $4,342 million and $4,264 million, respectively.  The estimated  fair
   value of  marketable securities  and  debt were  based on  quoted  market
   prices for  the same or similar  issues, or the current  rates offered to
   the Corporation for issues with the same remaining maturities. 

        The  Corporation conducts  its business  primarily in  U.S. dollars.
   Significant  exposures  to foreign  currency  exchange  risk  are reduced
   through the use of financial instruments, primarily by hedging of foreign
   currency borrowings.   The following table shows the amount  of long-term
   debt, including current portions, denominated in foreign currencies as of
   December  31, 1994  and 1993,  and the  face amounts of  foreign currency
   forward and option contracts that  have been designated as hedges of that
   debt:

                                              1994                1993
                                       Long-Term          Long-Term
                                          Debt    Hedge*     Debt     Hedge*

                                               (millions of U.S. dollars)
   British pound sterling  . . . . . .     $ 596   $ 909       $ 565    $ 873

   Canadian dollar . . . . . . . . . .     $ 231   $ 348       $  77    $  45

                     
   * Includes tax effects.

        The hedge  contracts  generally  have  the  same maturities  as  the
   related  debt.   The carrying  value and  fair value  of the  forward and
   option contracts were not material at December 31, 1994 and 1993.

        The Corporation also enters into futures contracts and forward swaps
   to manage its exposure  to price fluctuation on hydrocarbon transactions.
   The crude oil futures contracts  generally match the pricing  of specific
   purchase transactions to market prices at delivery dates.  The net effect
   of natural gas  futures and swaps is to convert  specific sales contracts
   from  fixed  prices  to  market  prices.    Natural  gas  swap  contracts
   outstanding at  December 31,  1994 and 1993  totaled 151  and 24 trillion
   British thermal units ("Btus"), respectively.   Most contracts are  for a
   remaining  term of less  than one  year, while  contracts representing 43
   trillion Btus  of natural  gas have  terms that  extend from one  to five
   years.  While these  contracts have no carrying value, their  fair value,
   representing the  estimated  amount that  would  have  been  required  to
   terminate the swaps at year-end 1994, was an unfavorable $28 million.


                                       13<PAGE>
<PAGE>
                       AMOCO CORPORATION AND SUBSIDIARIES
                                                    

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)


       In  the normal course  of business, the Corporation  has entered into
   contracts  for the  purchase  of transportation  capacity,  materials and
   services over  terms of up to  20 years.  The  remaining minimum payments
   required  under these  contracts  at  December  31,  1994,  totaled  $709
   million.  At December 31, 1994, contingent liabilities of the Corporation
   included guarantees  of $54 million on outstanding loans  of others.  The
   Corporation  also  has  entered  into  various  pipeline  throughput  and
   deficiency  contracts  with  affiliated  companies.     These  agreements
   supported an  estimated $7  million of affiliated  company borrowings  at
   December 31, 1994.  The fair value of these commitments is immaterial.

   Note 5.  Inventories

        Inventories  at  December  31, 1994  and  1993,  are  shown  in  the
   following table:

                                                             December 31
                                                          1994         1993
                                                            (millions of
                                                              dollars)
    Crude oil and petroleum products  . . . . . . .    $     349    $     415
    Chemical products . . . . . . . . . . . . . . .          375          377
    Other products and merchandise  . . . . . . . .           24           21
    Materials and supplies  . . . . . . . . . . . .          294          297
          Total . . . . . . . . . . . . . . . . . .    $   1,042    $   1,110

        During  the year ended  December 31,  1993, the  Corporation reduced
   certain  inventory  quantities  which were  valued  at lower  LIFO  costs
   prevailing in prior years.   The effect of this reduction was to increase
   net  income by approximately $50 million.  The similar effect in 1994 was
   not material.

        Inventories carried under the LIFO  method represented approximately
   51  percent of total year-end  inventory carrying  values in 1994  and 47
   percent  in 1993.    It is  estimated that  inventories  would have  been
   approximately $1,100 million higher  than reported on December  31, 1994,
   and  approximately  $900  million higher  on  December 31, 1993,  if  the
   quantities  valued on  the LIFO  basis were  instead  valued on  the FIFO
   basis.








                                       14<PAGE>
<PAGE>
                       AMOCO CORPORATION AND SUBSIDIARIES
                                                    

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

   Note 6.  Property, Plant and Equipment

        Investment in properties at December 31, 1994 and 1993, detailed  by
   industry segment, was as follows:

                                                      December 31
                                                    1994             1993
                                              Gross       Net         Net
                                                 (millions of dollars)
    Exploration and production:
          United States . . . . . . . .    $  15,559  $    6,957   $   6,935
          Non-U.S.  . . . . . . . . . .       13,771       5,037       5,008
    Refining, marketing and
    transportation  . . . . . . . . . .        9,940       5,654       5,797
    Chemicals . . . . . . . . . . . . .        5,727       2,956       2,668
    Other operations  . . . . . . . . .          752         534         546
    Corporate . . . . . . . . . . . . .          700         405         415
                Total . . . . . . . . .    $  46,449  $   21,543   $  21,369

   Note 7.  Short-Term Obligations

        Amoco's  short-term   obligations  consist  of   notes  payable  and
   commercial  paper.   Notes payable  as of  December 31, 1994,  totaled $7
   million at an average annual interest rate of 5.7  percent, compared with
   $71 million at an average annual interest rate of 3.2 percent at year-end
   1993.    Commercial  paper  borrowings  at December 31,  1994,  were $217
   million at an  average annual interest rate of  5.9 percent compared with
   $936 million at  an average annual  interest rate  of 3.4  percent as  of
   December 31, 1993. 

        Bank  lines   of  credit  available  to   support  commercial  paper
   borrowings of the  Corporation amounted to $490 million at  both December
   31, 1994 and 1993.  All of these were supported by commitment fees.

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

   Note 8.  Accounts Payable

        Accounts payable at December 31, 1994 and 1993, included liabilities
   in the amount of $306 million and $304 million, respectively, for checks


                                       15<PAGE>
<PAGE>
                       AMOCO CORPORATION AND SUBSIDIARIES
                                                    

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)


   issued in  excess  of related  bank balances  but not  yet presented  for
   collection.

   Note 9.  Long-Term Debt

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





































                                       16<PAGE>
<PAGE>
                       AMOCO CORPORATION AND SUBSIDIARIES
                                                    

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)


        The components of long-term  debt and year-end rates are  summarized
   as follows:
                                                              December 31
                                                              1994       1993
                                                              (millions of
                                                                dollars)
   Amoco Company
         8 5/8% Debentures due 2016  . . . . . . . . .   $      52  $     102
         9 3/4% Debentures due 2016  . . . . . . . . .          58         78
         9 7/8% Debentures due 2016  . . . . . . . . .          25         25
         Environmental and other industrial development
         obligations . . . . . . . . . . . . . . . . .         649        619
         U.K. Loans-6.7% Sterling(1) . . . . . . . . .         596        565
                   -5.6% U.S. dollar(1)  . . . . . . .         195        195
         Other indebtedness  . . . . . . . . . . . . .         535        435
               Subtotal  . . . . . . . . . . . . . . .       2,110      2,019
         Less current maturities . . . . . . . . . . .          24         52
               Total Amoco Company . . . . . . . . . .       2,086      1,967
   Amoco Canada
         6 3/4% Debentures due 2005  . . . . . . . . .         299        299
         7 1/4% Notes due 2002 . . . . . . . . . . . .         299        299
         6 3/4% Debentures due 2023  . . . . . . . . .         296        296
         7.95% Debentures due 2022 . . . . . . . . . .         296        296
         7 1/4% Notes due 2002 . . . . . . . . . . . .         254        254
         7 3/8% Subordinated Exchangeable Debentures
         (SEDs) due 2013(2)  . . . . . . . . . . . . .         458        457
         Other . . . . . . . . . . . . . . . . . . . .          35         36
               Subtotal  . . . . . . . . . . . . . . .       1,937      1,937
         Less current maturities . . . . . . . . . . .          --         --
               Total Amoco Canada  . . . . . . . . . .       1,937      1,937
   Other subsidiaries (less current maturities)  . . .         364        133
   Total long-term debt  . . . . . . . . . . . . . . .   $   4,387  $   4,037

                       
   (1)Weighted average interest rate at December 31, 1994.
   (2)The SEDs are exchangeable for Amoco common  stock at $52.50 per share.

        Amoco Corporation guarantees the outstanding public debt obligations
   of  Amoco Company.   Amoco  Corporation and  Amoco Company  guarantee the
   notes and debentures of Amoco Canada, except for the SEDs.

        AmProp Inc., a real estate subsidiary, had long-term debt secured by
   real  estate  assets,  totaling $61  million  at  year-end 1994,  and $88
   million at year-end 1993, which is not guaranteed by Amoco Corporation or
   Amoco Company.

                                       17<PAGE>
<PAGE>
                       AMOCO CORPORATION AND SUBSIDIARIES
                                                    

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)


        Annual  maturities of  total long-term  debt  during  the next  five
   years,  including the portion  classified as current, are  $24 million in
   1995, $720  million in 1996, $211  million in 1997, $247  million in 1998
   and $134 million in 1999.


   Note 10.  Capital Stock

        There  were 800,000,000  shares of  common  stock without  par value
   authorized at December 31,  1994.  Details concerning  share transactions
   are shown below:
<TABLE>
<CAPTION>
                                1994                  1993                1992
                           Shares      Amount     Shares   Amount     Shares   Amount
                          (thous)       (mil)    (thous)    (mil)    (thous)    (mil)

   <S>                   <C>      <C>           <C>      <C>        <C>      <C>
   Net shares on
   Jan. 1  . . . . .     496,401  $    2,147    496,303  $ 2,126    496,335  $ 2,115 
   Stock repurchases        (771)        (10)      (686)      (6)      (733)     (14)
   Sales and
   distributions
   under employee
   benefit plans,
   etc.  . . . . . .         763          29        784       27        701       25 
   Net shares
   outstanding on
   December 31 . . .     496,393  $    2,166    496,401  $ 2,147    496,303  $ 2,126 
</TABLE>
        
       In addition, there are  50 million shares  of voting preferred  stock
   and 50  million shares of  non-voting preferred stock authorized.   As of
   December 31, 1994, none of the preferred stock had been issued.

   Note 11.  Leases

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






                                       18<PAGE>
<PAGE>
                       AMOCO CORPORATION AND SUBSIDIARIES
                                                    

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)



        Summarized below as of December 31, 1994, are future minimum rentals
   payable and related sublease rental income for operating leases.

                                              Rentals    Rental
                                              Payable    Income
                                                 (millions of
                                                   dollars)
   1995  . . . . . . . . . . . . . . . .    $     191   $    167
   1996  . . . . . . . . . . . . . . . .          163        100
   1997  . . . . . . . . . . . . . . . .          146         45
   1998  . . . . . . . . . . . . . . . .          135          7
   1999  . . . . . . . . . . . . . . . .          126          4
   After 1999  . . . . . . . . . . . . .          487         28
         Total minimum rentals . . . . .    $   1,248   $    351
       
        Rental  expense and  related rental  income applicable  to operating
   leases for the three years ended December 31, 1994, are summarized below:

                                                      1994     1993      1992
                                                     (millions of dollars)

   Minimum rental expense  . . . . . . . . . .   $     252 $    229 $     253
   Contingent rental expense . . . . . . . . .          19       16        23
         Total . . . . . . . . . . . . . . . .         271      245       276
   Less--Related rental income . . . . . . . .         172       84        85
         Net rental expense  . . . . . . . . .   $      99 $    161 $     191



   Note 12.  Foreign Currency

        A foreign currency gain  of $24 million  was reflected in income  in
   1994, compared  with gains of $47 million  and $129 million  for 1993 and
   1992, respectively.   In addition, a net translation gain  of $32 million
   in 1994,  and net translation losses  of $18 million and  $27 million for
   1993 and  1992, respectively,  were  reflected  in the  foreign  currency
   translation adjustment account in shareholders' equity.









                                       19<PAGE>
<PAGE>
                       AMOCO CORPORATION AND SUBSIDIARIES
                                                    

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)



   Note 13.  Interest Expense

        The Corporation  capitalizes interest cost related  to the financing
   of major projects under development.   All other interest is expensed  as
   incurred.   The components  of  interest expense  are summarized  in  the
   following table:
                                                1994        1993       1992
                                                   (millions of dollars)
   Short-term obligations  . . . . . . . .   $      19   $    14    $     13 
   Long-term obligations . . . . . . . . .         269       285         320 
         Total external financing  . . . .         288       299         333 
   Other interest expense  . . . . . . . .          30        39         (67)
                                                   318       338         266 
   Less--capitalized interest  . . . . . .          --        13          19 
         Net interest expense  . . . . . .   $     318   $   325    $    247 

   Note 14.  Research and Development Expenses

        Research and development costs are expensed as incurred and amounted
   to $255 million in 1994, $292 million in 1993 and $300 million in 1992. 


























                                       20<PAGE>
<PAGE>
                       AMOCO CORPORATION AND SUBSIDIARIES
                                                    

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)


   Note 15.  Taxes

        Effective  January 1, 1992,  the Corporation  adopted SFAS  No. 109.
   The cumulative effect was to increase deferred income tax liabilities  as
   of  January 1,  1992, and  reduce  net income  by $68  million  ($.14 per
   share).   Also, 1992  net income before  the cumulative  effect was  $215
   million ($.43  per  share) greater  than  it would  have been  under  the
   previous method.   

        The  aggregate  federal  and  foreign  deferred income  tax  balance
   represents the tax effect of the following items at December 31:
                                                         1994          1993
                                                     (millions of dollars)
   Tax credit and loss carryforwards . . . . . .    $       912    $      630 
   Exploration costs . . . . . . . . . . . . . .            304           286 
   Postretirement benefits . . . . . . . . . . .            516           503 
   Environmental costs . . . . . . . . . . . . .            387           380 
   Other . . . . . . . . . . . . . . . . . . . .            578           507 
   Gross deferred tax assets . . . . . . . . . .          2,697         2,306 
   Deferred tax asset valuation allowance  . . .           (720)         (573)
   Net deferred tax assets . . . . . . . . . . .    $     1,977    $    1,733 

   Accelerated depreciation  . . . . . . . . . .    $     3,403    $    3,367 
   Intangible drilling costs . . . . . . . . . .            707           679 
   Other . . . . . . . . . . . . . . . . . . . .            340           289 
   Deferred tax liabilities  . . . . . . . . . .    $     4,450    $    4,335 

        The increase in the deferred tax asset valuation allowance primarily
   reflects an  increase  in  foreign  tax  credit carryforwards  for  which
   realization is considered unlikely.














                                       21<PAGE>
<PAGE>
                       AMOCO CORPORATION AND SUBSIDIARIES
                                                    

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)



        The provision for income taxes is composed of:

                                                 1994       1993       1992
                                                   (millions of dollars)
   Federal--current  . . . . . . . . . . .   $     392  $     104  $      326 
          --deferred . . . . . . . . . . .         (74)       162        (366)
   Foreign--current  . . . . . . . . . . .         422        479         533 
          --deferred . . . . . . . . . . .         (47)       (77)       (370)
   State and local . . . . . . . . . . . .           9         19          30 
                                             $     702  $     687  $      153 

        The following is a reconciliation  between the provision for  income
   taxes and income taxes determined by applying the federal statutory  rate
   to income before income taxes:

<TABLE>
<CAPTION>
                                      1994                    1993                    1992
                                            Percent                 Percent                Percent
                                                 of                      of                     of
                                  Amount    Pre-Tax       Amount    Pre-Tax      Amount    Pre-Tax
                              (millions)     Income   (millions)     Income  (millions)     Income

   <S>                      <C>               <C>   <C>               <C>   <C>              <C>
   Pretax income:
     U.S. source . . . . .  $     1,738             $     1,553             $      613 
     Foreign source  . . .          753                     954                    390 
                            $     2,491             $     2,507             $    1,003 


   Theoretical U.S. income
   tax . . . . . . . . . .  $       872       35.0  $       878       35.0  $      341       34.0 
   Increase (reduction) due
   to:
   Foreign taxes at rates
   in excess of U.S. rate           120        4.8           92        3.7         125       12.4 
   Effect of foreign
   currency gains/losses .           (9)       (.3)         (24)      (1.0)       (133)     (13.2)
   Tax credits   . . . . .         (174)      (7.0)        (185)      (7.4)       (127)     (12.7)
   Tax-rate changes  . . .           --         --           53        2.1          39        3.9 
   Prior-year adjustments           (68)      (2.7)        (125)      (5.0)       (119)     (11.9)
   All other (net) . . . .          (39)      (1.6)          (2)        --          27        2.7 
                            $       702       28.2   $      687       27.4  $       153       15.2 
</TABLE>




                                       22<PAGE>
<PAGE>
                       AMOCO CORPORATION AND SUBSIDIARIES
                                                    

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)


        Taxes other than income taxes include:
                                                        1994     1993    1992
                                                       (millions of dollars)
   Consumer excise taxes . . . . . . . . . . . . .   $ 3,409 $  2,824 $ 2,738
   Production and severance taxes
     United States . . . . . . . . . . . . . . . .       112      128     121
     Foreign . . . . . . . . . . . . . . . . . . .        73      110     363
   Property taxes  . . . . . . . . . . . . . . . .       289      315     287
   Social Security, corporation and other taxes  .       270      271     235
                                                     $ 4,153  $ 3,648 $ 3,744

        Undistributed   earnings   of   certain  foreign   subsidiaries  and
   joint-venture  companies aggregated  $499 million  on December  31, 1994,
   which, under  existing  law,  will  not be  subject  to  U.S.  tax  until
   distributed  as dividends.  Since the earnings  have been or are intended
   to be  indefinitely reinvested  in foreign  operations, no  provision has
   been   made  for  any   U.S.  taxes  that  may   be  applicable  thereto.
   Furthermore, any taxes paid to foreign governments on those earnings  may
   be used  in whole  or in  part, as  credits against  the U.S. tax  on any
   dividends distributed  from such  earnings.   It  is not  practicable  to
   estimate  the  amount  of  unrecognized  deferred  U.S.  taxes  on  these
   undistributed earnings.

   Note 16.  Stock Option Plans

        The  Corporation's  stock  option  plans  approved  by  shareholders
   provide  for the granting  of options with or  without stock appreciation
   rights  ("SARs") to key,  managerial and other eligible  employees to buy
   Corporation  common stock at not less than 100 percent of the fair market
   value at the date of grant.  Such options may  be incentive stock options
   to  the extent provided in  the Internal  Revenue Code.   Options granted
   under  the plans prior to 1994 normally extend for 10 years and generally
   become exercisable  two  years after  the  date of  the grant.    Options
   granted in 1994 become exercisable  50 percent one year after the date of
   grant  and 100 percent two years  after the date of  grant.  Options with
   SARs  permit holders  to surrender  exercisable options  in exchange  for
   payment determined by the amount  by which the market value of the shares
   on  the  dates the  rights are  exercised  exceeds the  grant price.   No
   options were granted  with SARs in  1994.  Such  payments can be made  in
   shares,  cash or  a combination  at the  discretion of  the administering
   committee.






                                       23<PAGE>

<PAGE>
                       AMOCO CORPORATION AND SUBSIDIARIES
                                                    

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)



        Option  plan transactions  in 1993  and 1994  are summarized  in the
   following table:

                                                     Thousands    Price Range
                                                     of Shares      Per Share
   Options outstanding on Jan. 1, 1993 . . . .          9,259  $25.03 - 54.88
           Granted . . . . . . . . . . . . . .          2,199  $53.69 - 57.44
           Exercised . . . . . . . . . . . . .           (615) $25.03 - 54.13
           Surrendered or terminated . . . . .           (172) $44.06 - 57.44
           Canceled upon exercise of SARs  . .           (112) $25.03 - 52.44
   Options outstanding on Dec. 31, 1993  . . .         10,559  $28.25 - 57.44
           Granted . . . . . . . . . . . . . .          2,295  $55.06 - 57.88
           Exercised . . . . . . . . . . . . .           (684) $28.25 - 54.13
           Surrendered or terminated . . . . .           (454) $44.06 - 57.44
           Canceled upon exercise of SARs  . .           (121) $28.25 - 42.50
   Options outstanding on Dec. 31, 1994  . . .         11,595  $29.81 - 57.88

        Of the total options outstanding on  December 31, 1994, 499,140 were
   with  SARs.   Stock options  for  7,537,234  shares were  exercisable  at
   year-end 1994.   No options may  be granted under the  current plan after
   December 31, 2001.

        The  Corporation's  restricted stock  grant  plans  provide  for the
   awarding of shares of Corporation  common stock to selected  employees of
   Amoco  and  its  participating   subsidiaries,  including  officers   and
   directors.   Shares issued under the  plans may not be  sold or otherwise
   transferred for a minimum period as established at the time of the grant.
   The  shares  generally  are subject  to  forfeiture  if  the  recipient's
   employment terminates during the specified period unless such termination
   is  due to  death, total  disability or  involuntary retirement.   Shares
   issued have  dividend and voting  rights identical  to other  outstanding
   shares  of the Corporation's  common stock.   During  1994, 57,735 shares
   were issued under the current plans.  No restricted  shares may be issued
   under the current plan after December 31, 2001.

   Note 17.  Employee Compensation Programs

        Management  incentive compensation  plans approved  by  shareholders
   provide for the granting of awards to key, managerial  and other eligible
   executives of the Corporation and certain subsidiaries.   Amounts charged
   against  earnings in  anticipation of  awards to  be made later  were $15
   million in 1994, $10 million in 1993 and $8 million in 1992.  Awards made
   in  1994, 1993  and 1992  amounted to  $21 million,  $13 million  and $16
   million, respectively.


                                       24<PAGE>
<PAGE>
                       AMOCO CORPORATION AND SUBSIDIARIES
                                                    

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)


        The Amoco Performance  Share Plan,  which became effective in  1992,
   allocates Amoco stock to  eligible employees when the Corporation's total
   return to shareholders meets or  exceeds the average return achieved by a
   select group of competitors.  In 1994,  the return on Amoco stock,  based
   on the average return for  the past three years, was above the competitor
   three-year  average.   As a result, employees  earned stock  equal to 3.5
   percent  of  compensation.    No contributions  were  made  on behalf  of
   employees  in 1993  as the  return on  Amoco common  stock was  below the
   competitor average.   In  1992 the return  on Amoco stock  was above  the
   competitor average,  resulting in  employees earning  stock equal to  4.4
   percent of compensation.  The amounts charged to expense in 1994 and 1992
   were $59 million and $77 million, respectively.

   Note 18.  Retirement Plans

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

























                                       25<PAGE>
<PAGE>
                       AMOCO CORPORATION AND SUBSIDIARIES
                                                    

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)


        The funded status of  the plans as of December 31  for 1994 and 1993
   was as follows:
<TABLE>
<CAPTION>
                                                                     Plans for which
                                                                     Assets      Benefits
                                                                     Exceed       Exceeds
                                                                   Benefits        Assets
                                                                  (millions of dollars)
   <S>                                                          <C>           <C>       
   1994
   Fair value of plan assets, principally equity and
   fixed-income securities . . . . . . . . . . . . . . . . . .  $    2,253    $       73 
   Actuarial present value of benefit obligations:
         Accumulated benefit obligation* . . . . . . . . . . .       2,191           186 
         Additional benefits based on estimated future salary
         levels  . . . . . . . . . . . . . . . . . . . . . . .         390            57 
         Projected benefit obligation ("PBO")  . . . . . . . .       2,581           243 
   Plan assets under PBO . . . . . . . . . . . . . . . . . . .        (328)         (170)
   Unrecognized net (gains) losses at transition . . . . . . .         (58)            8 
   Other unrecognized net losses . . . . . . . . . . . . . . .         351            53 
   Unrecognized prior service cost . . . . . . . . . . . . . .          57             8 
   Net pension cost prepaid (accrued)  . . . . . . . . . . . .  $       22    $     (101)

   1993
   Fair value of plan assets, principally equity and
   fixed-income securities . . . . . . . . . . . . . . . . . .  $    2,432    $      216 
   Actuarial present value of benefit obligations:
         Accumulated benefit obligation* . . . . . . . . . . .       2,213           347 
         Additional benefits based on estimated future salary
         levels  . . . . . . . . . . . . . . . . . . . . . . .         479           111 
         Projected benefit obligation ("PBO")  . . . . . . . .
                                                                     2,692           458 
   Plan assets under PBO . . . . . . . . . . . . . . . . . . .        (260)         (242)
   Unrecognized net gains at transition  . . . . . . . . . . .         (57)           (1)
   Other unrecognized net losses . . . . . . . . . . . . . . .         301           144 
   Unrecognized prior service cost . . . . . . . . . . . . . .          79            13 
   Net pension cost prepaid (accrued)  . . . . . . . . . . . .  $       63    $      (86)
</TABLE>
                            
   *  Accumulated benefits totaling $266 million and $192 million were non-
      vested at December 31, 1994 and 1993, respectively.






                                       26<PAGE>
<PAGE>
                       AMOCO CORPORATION AND SUBSIDIARIES
                                                    

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)


        The actuarial  assumptions  used  for  the  Corporation's  principal
   pension plans for 1994 and 1993 were as follows:

                                                               1994    1993

   Discount rate for service and interest cost . . . . . .     7.0%    7.5%
   Discount rate for the projected benefit obligation  . .     8.5%    7.0%
   Rate of compensation increase for the projected benefit
   obligation  . . . . . . . . . . . . . . . . . . . . . .     5.0%    5.0%
   Long-term rate of return on assets  . . . . . . . . . .    10.0%   10.0%

        The components of net pension  cost for the past three years were as
   follows:

                                                 1994       1993       1992
                                                    (millions of dollars)
   Service cost--benefits earned during the
   period  . . . . . . . . . . . . . . . . .  $    113   $     102  $     114 
   Interest cost on projected benefit
   obligation  . . . . . . . . . . . . . . .       221         204        221 

   Actual loss (gain) on assets  . . . . . .        53        (302)      (141)
   Less--unrecognized (loss) gain  . . . . .      (311)         50       (124)
   Recognized gain on assets . . . . . . . .      (258)       (252)      (265)
   Curtailment loss (gain) . . . . . . . . .        21          --        (51)
   Amortization of unrecognized amounts  . .        22           1         11 
   Net pension cost  . . . . . . . . . . . .  $    119    $     55   $     30 

        Most  employees   are  also  eligible  to   participate  in  defined
   contribution plans  by contributing a portion of their compensation.  The
   Corporation  matches contributions  up to  specified percentages  of each
   employee's compensation.   Matching contributions charged  to income were
   $99 million in 1994, $96 million in 1993 and $100 million in 1992.

   Note 19.  Other Postretirement Benefits

        The Corporation and its subsidiaries provide certain health care and
   life insurance  benefits for retired employees.  Substantially all of the
   Corporation's  domestic  employees   and  employees  in  certain  foreign
   countries are  provided these benefits through  insurance companies whose
   premiums are based  on benefits paid during the  year.  Effective January
   1, 1992, the Corporation  adopted SFAS No.  106, which requires that  the
   cost of  such benefits  be recognized during  employees' years of  active
   service.   The  cumulative effect  of the  accounting change  relating to
   benefits  attributable to years  of service  prior to 1992 was  to reduce
   

                                       27<PAGE>

<PAGE>
                       AMOCO CORPORATION AND SUBSIDIARIES
                                                    

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)


   1992  net  income  by  $856  million ($1.72 per share).  In addition, the
   effect  of adopting SFAS No. 106  in 1992 was to reduce netincome  by $64
   million  ($.13 per share).  During 1992,  the  Corporation  approved plan
   amendments which  reduced the accumulated  obligation  by  $270  million,
   which is being amortized prospectively.  

        The status of the Corporation's unfunded plans as of December 31 for
   1994 and 1993 was as follows:


                                                             1994      1993
                                                              (millions of
                                                                dollars)
   Accumulated benefit obligation
      Retirees . . . . . . . . . . . . . . . . . . . . .  $    603  $    668 
      Fully eligible active plan participants  . . . . .       156       116 
      Other active plan participants . . . . . . . . . .       281       475 
      Total  . . . . . . . . . . . . . . . . . . . . . .     1,040     1,259 
   Unrecognized net gains (losses) . . . . . . . . . . .       240       (56)
   Unrecognized prior service gains  . . . . . . . . . .       215       247 
   Accrued postretirement benefit cost . . . . . . . . .  $  1,495  $  1,450 

        The  actuarial  assumptions used  for  the  Corporation's  principal
   postretirement benefit plans for 1994 and 1993 were as follows:

                                                               1994      1993
   Discount rate for service and interest cost . . . . .       7.0%      8.0%
   Discount rate for the accumulated benefit obligation        8.5%      7.0%
   Rate of compensation increase for the accumulated
   benefit obligation  . . . . . . . . . . . . . . . . .       5.0%      5.0%
   Assumed current year health care cost trend rate
      --retirees under 65  . . . . . . . . . . . . . . .      11.1%     12.0%
      --Medicare eligible retirees . . . . . . . . . . .       8.5%      9.0%
   Assumed ultimate trend rate . . . . . . . . . . . . .       5.0%      5.0%
   Year ultimate health care cost rate will be achieved       2002      2002 
   Effect of 1% increase in health care cost trend rates
   (millions)
       --annual aggregate service and interest costs . .      $ 18      $ 17 
       --accumulated postretirement benefit obligation .      $ 93      $144 








                                       28<PAGE>
<PAGE>
                       AMOCO CORPORATION AND SUBSIDIARIES
                                                    

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)


        The  components of  net  postretirement benefit  costs for  the past
   three years were as follows:

                                                 1994       1993       1992
                                                    (millions of dollars)
   Service cost--benefits earned during the
   period  . . . . . . . . . . . . . . . . .  $     34   $      32  $      44 
   Interest cost on accumulated benefit
   obligation  . . . . . . . . . . . . . . .        89          97        105 
   Amortization and other  . . . . . . . . .       (33)        (22)       (10)
   Net postretirement benefit cost . . . . .  $     90    $    107  $     139 


   Note 20.  Litigation

        The Internal Revenue Service  ("IRS") has challenged the application
   of certain foreign income taxes as credits against the Corporation's U.S.
   taxes that otherwise  would have been payable for  the years 1980 through
   1989.  On June 18, 1992, the  IRS issued a statutory Notice of Deficiency
   for  additional taxes  in  the  amount of  $466 million,  plus  interest,
   relating to 1980 through 1982.  The  Corporation has filed a petition  in
   the U.S.  Tax Court contesting  the IRS statutory  Notice of  Deficiency.
   Trial on the matter is scheduled to commence in April 1995.  A comparable
   adjustment of foreign tax credits for each year has been proposed for the
   years  1983 through  1989  based  upon subsequent  IRS audits.    Similar
   challenges  could  arise  relating  to years  subsequent  to  1989.   The
   Corporation believes  that the foreign income  taxes have been  reflected
   properly in its U.S. federal  tax returns.  The Corporation is  confident
   that it  will prevail in  the litigation.  Consequently,  this dispute is
   not expected to have  a material adverse effect on  liquidity, results of
   operations, or the consolidated financial position of the Corporation.  

   Note 21.  Other Contingencies

        Amoco is subject to federal, state and local environmental laws  and
   regulations.  Amoco is currently participating in the cleanup of numerous
   sites  pursuant to such  laws and regulations.   The reasonably estimable
   future  costs of  probable environmental  obligations,  including Amoco's
   probable costs for  obligations for which Amoco is jointly  and severally
   liable, and for assets or businesses that were previously disposed,  have
   been  provided for  in the  Corporation's results  of operations.   These
   estimated  costs  represent  the amount  of  expenditures expected  to be
   incurred  in  the future  to  remediate  sites  with  known environmental
   obligations.  The accrued liability represents a reasonable best estimate
   of  Amoco's remediation  liability.    As the  scope of  the  obligations


                                       29<PAGE>
<PAGE>
                       AMOCO CORPORATION AND SUBSIDIARIES
                                                    

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)


   becomes  better defined,  there may  be changes  in the  estimated future
   costs, which could result in charges against the company's future results
   of  operations.   The ultimate amount  of any such future  costs, and the
   range  within  which  such  costs can  be  expected  to  fall,  cannot be
   determined.   Although  the  costs  could be  significant, they  are  not
   expected to have  a material effect on Amoco's liquidity  or consolidated
   financial position.

   Note 22.  Summarized Financial Data

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

   Summarized financial data for Amoco Company are presented as follows:

                                                1994      1993      1992
                                                  (millions of dollars)
   For the years ended December 31:
   Revenues (including excise taxes) . . .   $27,841   $25,930   $25,698
   Operating profit. . . . . . . . . . . .   $ 2,470   $ 2,595   $ 1,760
   Net income(1) . . . . . . . . . . . . .   $ 1,878   $ 1,803   $ 1,226
   At December 31:
   Current assets. . . . . . . . . . . . .   $ 5,399   $ 4,383   $ 4,644
   Total assets. . . . . . . . . . . . . .   $24,549   $23,513   $23,645
   Current liabilities . . . . . . . . . .   $ 4,142   $ 3,976   $ 3,949
   Long-term obligations(2). . . . . . . .   $ 6,190   $ 1,967   $ 2,811
   Deferred credits. . . . . . . . . . . .   $ 4,584   $ 4,441   $ 4,257
   Minority interest . . . . . . . . . . .   $     5   $    --   $    --
   Shareholder's equity(2) . . . . . . . .   $ 9,628   $13,129   $12,628
                   
   (1) Excludes cumulative effects of accounting changes of $(702) million  
    in 1992.
   (2) Change reflects dividends in 1994 to Amoco Corporation of            
       intercompany notes receivable from subsidiaries.       

        Annual  maturities of  long-term debt  during  the next  five years,
   including the  portion classified as  current, are $24  million in  1995,
   $658 million in 1996, $187 million in 1997, $247 million in 1998 and $134
   million in 1999.






                                       30<PAGE>
<PAGE>
                       AMOCO CORPORATION AND SUBSIDIARIES
                                                    

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)


        Amoco  Argentina  Oil  Company  ("the  Company") is  a  wholly-owned
   subsidiary of Amoco International Petroleum Company, which is an indirect
   wholly-owned  subsidiary of  Amoco.   Summarized financial  data  for the
   Company are presented as follows:
                                                1994      1993      1992
                                                  (millions of dollars)
   For the years ended December 31:
   Revenues. . . . . . . . . . . . . . . .    $  189    $  208    $  179
   Net income. . . . . . . . . . . . . . .    $   76    $   74    $   95

   At December 31:
   Current assets. . . . . . . . . . . . .    $   97    $  103    $   27
   Total assets. . . . . . . . . . . . . .    $  349    $  337    $  260
   Current liabilities . . . . . . . . . .    $   58    $  100    $    8
   Non-current liabilities . . . . . . . .    $  100    $   20    $   18
   Shareholder's equity. . . . . . . . . .    $  191    $  217    $  234

   Note 23.  Segment and Geographic Data

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

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

        Identifiable assets are those used in the operations of each segment
   or   area,  including   intersegment  or   intergeographic   receivables.
   Corporate assets consist primarily of cash, marketable securities and the
   unamortized   cost  of   purchased  tax   benefits.     Intersegment  and
   intergeographic  sales and  receivables  are  eliminated  in  determining
   consolidated  revenue  and identifiable  asset  totals.    Information by

                                       31<PAGE>
<PAGE>
                       AMOCO CORPORATION AND SUBSIDIARIES
                                                    

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)


   Industry Segment and Geographic Area is summarized in the tables on pages
   32 to 35.













































                                       31<PAGE>
<PAGE>
                  Statement of Information by Industry Segment

   (millions of dollars)                  Petroleum Operations
                                       Exploration     Refining,     
                                          and        Marketing and   Chemical
                                       Production   Transportation  Operations
   Year 1994
   Revenues other than intersegment
   sales . . . . . . . . . . . . .   $      2,568  $       22,555  $     4,593 
   Intersegment sales  . . . . . .          3,892             976           69 
         Total revenues  . . . . .   $      6,460  $       23,531  $     4,662 
   Operating profit  . . . . . . .   $      1,585  $          591  $       684 
   Equity in earnings of others  .              4              31           98 
   General corporate amounts . . .                                             
   Interest expense  . . . . . . .                                             
   Income taxes  . . . . . . . . .           (602)           (204)        (244)
         Net income  . . . . . . .   $        987  $          418  $       538 
   Depreciation and related charges  $      1,531  $          444  $       195 
   Capital expenditures  . . . . .   $      1,561  $          451  $       467 
   Identifiable assets . . . . . .   $     13,390  $        7,881  $     4,375 
   Equity investments and related
   advances  . . . . . . . . . . .   $         34  $           32  $       351 




                                         Other                       Consol-
                                       Operations     Corporate      idated*


   Year 1994
   Revenues other than intersegment
   sales . . . . . . . . . . . . .   $        144                  $  30,362 
   Intersegment sales  . . . . . .             --                         -- 
         Total revenues  . . . . .   $        144                  $  30,362 
   Operating profit  . . . . . . .   $       (248)                 $   2,612 
   Equity in earnings of others  .             --                        133 
   General corporate amounts . . .                $            64         64 
   Interest expense  . . . . . . .                           (318)      (318)
   Income taxes  . . . . . . . . .             93             255       (702)
         Net income  . . . . . . .   $       (155)$             1  $   1,789 
   Depreciation and related charges  $         32 $            37  $   2,239 
   Capital expenditures  . . . . .   $         48 $            45  $   2,572 

   Identifiable assets . . . . . .   $        586 $         2,678  $  28,896 
   Equity investments and related
   advances  . . . . . . . . . . .   $          3                        420 
         Total assets  . . . . . .                                 $  29,316 

   *  After elimination of intersegment transactions.






                                       32<PAGE>
<PAGE>
                  Statement of Information by Industry Segment

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




                                         Other                       Consol-
                                       Operations     Corporate      idated*


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

   Identifiable assets . . . . . .   $        633 $         2,051 $   28,185 
   Equity investments and related
   advances  . . . . . . . . . . .   $          4                        301 
         Total assets  . . . . . .                                $   28,486 

   *  After elimination of intersegment transactions.






                                       33<PAGE>
<PAGE>
                  Statement of Information by Industry Segment

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


                                          Other                        Consol-
                                        Operations       Corporate     idated*

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

   Identifiable assets . . . . . .   $         633  $           2,199 $  27,951 
   Equity investments and related
   advances  . . . . . . . . . . .   $         203                          502 
         Total assets  . . . . . .                                    $  28,453 

   *After elimination of intersegment transactions.







                                       34<PAGE>
<PAGE>
                   Statement of Information by Geographic Area
<TABLE>
<CAPTION>
                                                                              Consol-
                             United                                            idated
   (millions of dollars)     States    Canada   Europe    Other    Corporate    (1)

   <S>                      <C>      <C>      <C>       <C>     <C>          <C>   
   Year 1994
   Revenues other than
   intergeographic sales .  $24,003  $  2,555 $  1,403  $ 1,899              $ 30,362 
   Intergeographic sales .      711       706       24      473                    -- 
         Total revenues  .  $24,714  $  3,261 $  1,427  $ 2,372              $ 30,362 
   Operating profit  . . .  $ 1,836  $    349 $     47  $   380              $  2,612     
   Net income  . . . . . .  $ 1,393  $    203 $      4  $   188  $        1  $  1,789 

   Capital expenditures  .  $ 1,537  $    340 $    126  $   524  $       45  $  2,572 
   Identifiable assets . .  $18,074  $  3,566 $  2,469  $ 2,123  $    2,678  $ 28,896     
   Equity investments                                                                     
   and related advances  .  $    36  $     33 $      4  $   347                   420 
         Total assets  . .                                                   $ 29,316 
   Equity in earnings                                                                     
   of others . . . . . . .  $    30  $      4 $     --  $    99              $    133 

   Year 1993
   Revenues other than
   intergeographic sales .  $22,777  $  2,664 $  1,051  $ 2,025              $ 28,617 
   Intergeographic sales .      562       749       38      462                    -- 
         Total revenues  .  $ 23,339 $  3,413 $  1,089  $ 2,487              $ 28,617 
   Operating profit  . . .  $ 2,200  $    607 $    (80) $   319              $  3,046     

   Net income  . . . . . .  $ 1,589  $    451 $   (104) $    80  $     (196) $  1,820 
   Capital expenditures  .  $ 1,624  $    294 $    362  $   491  $       46  $  2,817 
   Identifiable assets . .  $18,226  $  3,703 $  2,371  $ 2,118  $    2,051  $ 28,185     
   Equity investments                                                                     
   and related advances  .  $    39  $     28 $      3  $   231                   301 
         Total assets  . .                                                   $ 28,486 
   Equity in earnings                                                                     
   of others . . . . . . .  $    26  $      1 $     (2) $    64              $     89 

   Year 1992
   Revenues other than
   intergeographic sales .  $22,051  $  2,442 $  1,180  $ 2,383              $ 28,219 
   Intergeographic sales .      586  $    780 $     15  $   698              $     -- 

     Total revenues  . . .  $22,637  $  3,222 $  1,195  $ 3,081              $ 28,219 
   Operating profit  . . .  $ 1,144  $   (225)$     12  $   483              $  1,414 
   Net income (loss) . . .  $   909  $     33 $   (107) $   225  $     (210) $    (74)(2)
   Capital expenditures  .  $ 1,399  $    128 $    469  $   282  $       56  $  2,334 

   Identifiable assets . .  $17,768  $  3,811 $  2,340  $ 2,252  $    2,199  $ 27,951 
   Equity investments and           
   related advances  . . .  $    36  $     82 $      3  $   381                   502 
     Total assets  . . . .                                                   $ 28,453 
   Equity in earnings of
   others  . . . . . . . .  $    23  $     (2)$    (10) $    34              $     45 
</TABLE>
   (1)  After elimination of intergeographic transactions.
   (2)  Includes cumulative effects of accounting changes  of $(924) million
   in 1992.


                                       35<PAGE>
<PAGE>
                       AMOCO CORPORATION AND SUBSIDIARIES
                                                  

                            SUPPLEMENTAL INFORMATION

<TABLE>
<CAPTION>
   1.  Quarterly Results and Stock Market Data
                                                         Net                  Common Stock
                                                       Income     Cash       Price Ranges(2)
                                Operating     Net      (Loss)   Dividends
                                 Profit      Income      Per       Per       High       Low
                     Revenues    (Loss)    (Loss)(1)    Share     Share
                                 (millions of dollars, except per-share amounts)
   <S>             <C>        <C>         <C>         <C>     <C>        <C>        <C>
   1994
   First quarter . $    6,765 $      634  $      398  $  .80  $       .55 $  56 1/8 $  50 7/8
   Second quarter       8,035        558         410     .83          .55    60        51 1/8
   Third quarter .      7,780        751         445     .89          .55    61 1/4    56 3/4
   Fourth quarter       7,782        669         536    1.08          .55    64 1/8    57 1/2

   1993
   First quarter .      6,943        509         229     .46          .55    58 1/2    48 1/8
   Second quarter       7,225        811         487     .98          .55    59 1/4    53 5/8
   Third quarter .      7,072        817         520    1.05          .55    58 3/8    52 3/8
   Fourth quarter       7,377        909         584    1.17          .55    59        51 1/2

   (1)   Fourth-quarter  1994  earnings included  a  $45  million  gain  associated with  the
         disposition  of  certain  European  oil  and  gas  properties,  and  tax adjustments
         benefiting corporate operations  of $33 million.   Results for the third  quarter of
         1994 included  environmental charges  of $32  million.   Net income  for the  second
         quarter of  1994 included  restructuring charges  of $256  million.   Second-quarter
         1994 results  also included benefits of  $270 million relating  to final settlements
         with the IRS involving crude oil excise  taxes in the 1980s.  Results for the fourth
         quarter of 1993  included a gain of $120  million associated with the disposition of
         a portion of an equity  investment in a Canadian  company.  Net income in the  third
         quarter of 1993 included  a gain of $70 million  associated with the disposition  of
         certain non-strategic Canadian  properties.  First-quarter results  included charges
         of  $170 million  related  to the  writedown  of  Congo exploration  and  production
         operations  to current recoverable value  and tax benefits of  $56 million resulting
         from disposition of certain operations.  

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














                                       36<PAGE>
<PAGE>
   2.  Oil and Gas Exploration and Production Activities

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

   Results of Operations for Oil and Gas Producing Activities
<TABLE>
<CAPTION>
                                    United
   (millions of dollars)            States  Canada   Europe    Other      Worldwide

   <S>                            <C>      <C>     <C>       <C>        <C>
   1994
   Oil and gas production
   revenues:
     From consolidated            
     subsidiaries  . . . . . . .  $  2,497 $  323  $      2  $    877   $     3,699 
     From unaffiliated entities        460    412       668       603         2,143 
   Other revenues  . . . . . . .       263    186       100        69           618 
     Total revenues  . . . . . .     3,220    921       770     1,549         6,460 
   Production costs:
     Taxes other than income   .       242     17        21        65           345 
     Other production costs  . .       788    265       278       401         1,732 
   Exploration expenses  . . . .       113    117       178       225           633 
   Depreciation, depletion and
     amortization expense  . . .       629    261       215       340         1,445 
   Other related costs . . . . .       412     27       130       151           720 
     Total costs . . . . . . . .     2,184    687       822     1,182         4,875 
   Operating profit  . . . . . .     1,036    234       (52)      367         1,585 
   Income tax expense  . . . . .       188    113        11       290           602 
     Results of operations . . .  $    848 $  121  $    (63) $     77   $       983 

   1993
   Oil and gas production
   revenues:
     From consolidated            
     subsidiaries  . . . . . . .  $  2,572 $  385  $     12  $  1,078   $     4,047 
     From unaffiliated entities        742    411       492       442         2,087 
   Other revenues  . . . . . . .       137    322        42        53           554 
     Total revenues  . . . . . .     3,451  1,118       546     1,573         6,688 
   Production costs:
     Taxes other than income . .       297     13        17       102           429 
     Other production costs  . .       875    276       209       380         1,740 
   Exploration expenses  . . . .        90     47       151       241           529 
   Depreciation, depletion and
   amortization expense  . . . .       693    293       165       327         1,478 
   Other related costs . . . . .       495     61        95       298           949 
     Total costs . . . . . . . .     2,450    690       637     1,348         5,125 
   Operating profit  . . . . . .     1,001    428       (91)      225         1,563 
   Income tax expense  . . . . .       189     91         9       279           568 
     Results of operations . . .  $    812 $  337 $    (100) $    (54)   $      995 
</TABLE>
                          
   Certain data for 1993 have been
   reclassified.





                                       37<PAGE>
<PAGE>
<TABLE>
<CAPTION>
                                    United
   (millions of dollars)            States  Canada   Europe    Other      Worldwide 
   <S>                            <C>      <C>     <C>       <C>        <C>    
   Year 1992
   Oil and gas production
   revenues:
     From consolidated            
     subsidiaries  . . . . . . .  $  2,366 $  476  $     --  $   1,259  $      4,101
     From unaffiliated entities        904    348       586        822         2,660
   Other revenues  . . . . . . .        65     71        26         54           216
     Total revenues  . . . . . .     3,335    895       612      2,135         6,977
   Production costs:
     Taxes other than income . .       271     15        21        351           658
     Other production costs  . .       934    358       225        382         1,899
   Exploration expenses  . . . .       140     72       150        300           662
   Depreciation, depletion and
   amortization expense  . . . .       703    347       206        401         1,657
   Other related costs . . . . .       286    506        18        142           952
     Total costs . . . . . . . .     2,334  1,298       620      1,576         5,828
   Operating profit  . . . . . .     1,001   (403)       (8)       559         1,149
   Income tax expense  . . . . .       223   (324)       95        282           276
     Results of operations . . .  $    778  $ (79) $   (103)  $    277  $        873
</TABLE>
        Oil and  gas production  revenues reflect  the market prices  of net
   production   sold  or  transferred,  with   appropriate  adjustments  for
   royalties, net profits interest and other contractual  provisions.  Other
   revenues in 1994 include the U.S. COET settlement; other revenues in 1993
   include  Canadian gains  on dispositions  of properties  and investments.
   Taxes  other  than income  include  production  and  severance  taxes and
   property taxes.   Other  production costs  are lifting costs  incurred to
   operate and  maintain productive  wells and related  equipment, including
   such  costs  as  operating  labor,  repairs and  maintenance,  materials,
   supplies  and fuel consumed.  Also  included are operating costs of field
   natural  gas  liquids  plants,   because  the  Corporation  includes  the
   operations of  these plants in  the exploration  and production  segment.
   Production costs include related administrative expenses and depreciation
   applicable to support equipment associated with production activities.

        Exploration expenses include the costs of geological and geophysical
   activity,  carrying  and retaining  undeveloped  properties  and drilling
   exploratory  wells  determined  to  be  non-productive.     Depreciation,
   depletion and amortization expense  relates to capitalized costs incurred
   in  acquisition,  exploration and  development  activities  and  does not
   include depreciation applicable to support equipment.   Included in other
   related  costs  are significant,  non-recurring  items  and  purchases of
   natural  gas for  field natural  gas liquids  plants.   Significant, non-
   recurring  items include  $102 million  for  restructuring in  1994; $210
   million  for the  writedown of  Congo operations  to  current recoverable
   value  and  U.S.  environmental  charges  of  $96  million in  1993;  and
   restructuring charges of $566 million in 1992. 

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




                                       38<PAGE>
<PAGE>
   Standardized Measure of Discounted Future Net Cash Flows
   Relating to Proved Oil and Gas Reserves

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

        Summarized below  is the  standardized measure of  discounted future
   net cash  flows relating to proved  oil and gas reserves  at December 31,
   1994, 1993 and 1992.
<TABLE>
<CAPTION>
                                     United
   (millions of dollars)             States      Canada       Europe      Other    Worldwide

   <S>                             <C>        <C>           <C>       <C>         <C>
   December 31, 1994
   Future cash inflows . . . . .   $   33,605 $     8,135   $   6,736 $    10,951 $    59,427
   Future development and
   production costs  . . . . . .       16,922       3,686       3,939       4,207      28,754
   Future income taxes . . . . .        3,999       1,471         950       2,776       9,196
   Future net cash flows . . . .       12,684       2,978       1,847       3,968      21,477
   Ten percent annual discount .        7,189       1,324         538       1,435      10,486
   Discounted net cash flows . .   $    5,495 $     1,654   $   1,309 $     2,533 $    10,991

   December 31, 1993
   Future cash inflows . . . . .   $   35,403 $     7,948   $   5,826 $     8,242 $    57,419
   Future development and
   production costs  . . . . . .       17,639       3,605       3,091       4,084      28,419
   Future income taxes . . . . .        4,235       1,566       1,012       1,620       8,433
   Future net cash flows . . . .       13,529       2,777       1,723       2,538      20,567
   Ten percent annual discount .        7,714       1,259         589         961      10,523
   Discounted net cash flows . .   $    5,815 $     1,518   $   1,134 $     1,577 $    10,044


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


    
        Future cash inflows are computed by  applying the year-end prices of
   oil and gas to proved reserve quantities as reported  in the tables under


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

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

        The following table details the changes  in the standardized measure
   of discounted future  net cash flows  for the three years  ended December
   31, 1994:
                                                         1994      1993    1992
                                                          (millions of dollars)

   Balance at January 1  . . . . . . . . . . . . . .   $10,044  $12,670 $11,830
   Changes resulting from:
         Sales and transfers of oil and gas produced,
         net of production costs . . . . . . . . . .    (3,765)  (3,965) (4,204)
         Net changes in prices, and development and
         production costs  . . . . . . . . . . . . .     1,059   (3,966)  1,872
         Current-year expenditures for development .     1,499    1,594   1,318
         Extensions, discoveries, and improved
         recovery, less related costs  . . . . . . .     1,128      758     593
         Sales of reserves in place  . . . . . . . .       (45)    (235)   (332)
         Revisions of previous quantity estimates  .       303      488    (182)
         Accretion of discount . . . . . . . . . . .     1,331    1,798   1,702 
         Net change in income taxes  . . . . . . . .      (253)   1,861    (178)
         Other . . . . . . . . . . . . . . . . . . .      (310)    (959)    251 
   Balance at December 31  . . . . . . . . . . . . .   $10,991   10,044  12,670 
                         
   Certain data for 1993 have been reclassified.

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

















                                       40<PAGE>
<PAGE>
   Estimated Proved Reserves

        Net proved reserves of crude oil (including condensate), natural gas
   liquids ("NGL")  and natural gas at  the beginning and end  of 1994, 1993
   and  1992, with the detail  of changes during those  years, are presented
   below.   Reported quantities  include reserves  in which  the Corporation
   holds an economic  interest under production-sharing  and other  types of
   operating  agreements  with  foreign  governments.   The  estimates  were
   prepared by Corporation engineers and are based on current technology and
   economic  conditions.   The  Corporation considers  such estimates  to be
   reasonable and  consistent with current knowledge  of the characteristics
   and  extent of  proved production.   These  estimates include  only those
   amounts  considered to be  proved reserves and do  not include additional
   amounts that  may result from  extensions of currently  proved areas,  or
   amounts  that  may result  from new  discoveries in  the future,  or from
   application  of   secondary  or  tertiary  recovery   processes  not  yet
   determined to  be  commercial.    Proved  developed  reserves  are  those
   reserves  that are expected  to be recovered through  existing wells with
   existing equipment and operating methods.



































                                       41<PAGE>
<PAGE>

</TABLE>
<TABLE>
<CAPTION>
                           Crude Oil and NGL Reserves

                               United
                               States         Canada        Europe    Other    Worldwide
                                                                      Crude
                            Crude           Crude        Crude         Oil,   Crude
   (millions of barrels)     Oil    NGL      Oil    NGL   Oil    NGL   NGL     Oil    NGL
   <S>                        <C>   <C>      <C>    <C>   <C>    <C>   <C>   <C>      <C>
   Proved reserves:
   December 31, 1991 . .      960   471      267    55    171    14    508   1,898    548 
     Revisions of         
     previous estimates       (15)   11       14    (1)    23    (1)    (6)     16      9 
     Improved recovery    
     applications  . . .        2    --        3    --      8     1      2      15      1 
     Extensions,          
     discoveries and      
     other additions . .        2     2        1    --      3    --     22      26      4 
     Purchases of         
     reserves in place .        3    --       43     6     --    --     --      46      6 
     Sales of reserves in 
     place . . . . . . .       (3)   --      (53)   (9)    (1)   --     (2)    (59)    (9)
     Production  . . . .      (84)  (23)(*)  (29)   (4)   (19)   (1)   (91)   (221)   (30)
   December 31, 1992 . .      865   461      246    47    185    13    433   1,721    529 
     Revisions of         
     previous estimates        14     3        8     1      6     1     35      63      5 
     Improved recovery    
     applications  . . .        6     2        1    --     14     1     34      55      3 
     Extensions,          
     discoveries and      
     other additions . .        5     2       19     1      4    --     77     103      5 
     Purchases of         
     reserves in place .        1     1       12     2     --    --      2      14      4 
     Sales of reserves in 
     place . . . . . . .       (3)   (1)     (35)   (4)    --    --     --     (38)    (5)
     Production  . . . .      (75)  (25)(*)  (26)   (5)   (18)   --    (87)   (204)   (32)
   December 31, 1993 . .      813   443      225    42    191    15    494   1,714    509 
     Revisions of         
     previous estimates       (20)   18       (2)    2      7    (1)    27      13     18 
     Improved recovery    
     applications  . . .       16     3        6    --      4    --     30      56      3 
     Extensions,          
     discoveries and      
     other additions . .       48     6       36     2      6     2     49     139     10 
     Purchases of         
     reserves in place .        5    --        4    --     --    --     --       9     -- 
     Sales of reserves in 
     place . . . . . . .       (5)   (1)      (3)   --     (7)   (1)   (22)    (37)    (2)

     Production  . . . .      (71)  (22)(*)  (21)   (5)   (24)   (1)   (83)   (198)   (29)
   December 31, 1994 . .      786   447      245    41    177    14    495   1,696    509 
   Proved developed
   reserves:
   December 31, 1991 . .      930   423      252    50    114    11    434   1,723    491 
   December 31, 1992 . .      839   413      236    43    123     9    384   1,574    473 
   December 31, 1993 . .      789   396      205    39    154    12    381   1,521    455 
   December 31, 1994 . .      727   404      198    38    150    10    387   1,455    459 
</TABLE>



                                       42<PAGE>
<PAGE>
                                        Natural Gas Reserves
<TABLE>
<CAPTION>
     
                                            United
   (billions of cubic feet)                 States    Canada    Europe    Other   Worldwide

   <S>                                      <C>         <C>      <C>      <C>       <C>
   Proved reserves:
   December 31, 1991 . . . . . . . . . .    11,649      4,269    1,156    1,626     18,700 

         Revisions of previous estimates       506         (8)      77      (15)       560 
         Improved recovery applications         --         --        6       --          6 
         Extensions, discoveries and
         other additions . . . . . . . .       354        134        7       46        541 
         Purchases of reserves in place          2        377      131       --        510 
         Sales of reserves in place  . .       (50)      (965)     (36)      --     (1,051)
         Production  . . . . . . . . . .      (845)      (288)     (98)    (183)    (1,414)
   December 31, 1992 . . . . . . . . . .    11,616      3,519    1,243    1,474     17,852 
         Revisions of previous estimates       812        (25)      81       68        936 
         Improved recovery applications          1         --        6       --          7 
         Extensions, discoveries and
         other additions . . . . . . . .       160        112       22      247        541 
         Purchases of reserves in place         76         86        9       52        223 
         Sales of reserves in place  . .       (31)      (391)      --       --       (422)
         Production  . . . . . . . . . .      (867)      (332)     (95)    (193)    (1,487)
   December 31, 1993 . . . . . . . . . .    11,767      2,969    1,266    1,648     17,650 
         Revisions of previous estimates       220         91       14      159        484 
         Improved recovery applications          1          1        2       --          4 
         Extensions, discoveries and
         other additions . . . . . . . .       555        288      236      778      1,857 
         Purchases of reserves in place        117          7       --       --        124 
         Sales of reserves in place  . .       (39)       (45)      (9)      --        (93)
         Production  . . . . . . . . . .      (893)      (289)    (121)    (202)    (1,505)
   December 31, 1994 . . . . . . . . . .    11,728      3,022    1,388    2,383     18,521 

   Proved developed reserves:
   December 31, 1991 . . . . . . . . . .    10,892      3,507      621      606     15,626 
   December 31, 1992 . . . . . . . . . .    10,876      2,916      645      454     14,891 
   December 31, 1993 . . . . . . . . . .    11,019      2,556    1,062      618     15,255 
   December 31, 1994 . . . . . . . . . .    10,829      2,643    1,028    1,038     15,538 
</TABLE>
                             
   *Excludes non-leasehold NGL  production attributable to  processing plant
   ownership of approximately 10 million  barrels for each of 1992, 1993 and
   1994.














                                       43<PAGE>
<PAGE>
   Capitalized Costs

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

<TABLE>
<CAPTION>
                                        United
   (millions of dollars)                States  Canada   Europe   Other    Worldwide

   <S>                                 <C>     <C>     <C>      <C>      <C>
   December 31, 1994
   Unproved properties:
     Gross assets  . . . . . . . . .   $    365$    224$     114$     170$       873
     Accumulated amortization  . . .        113      91       12       --        216
       Net assets  . . . . . . . . .        252     133      102      170        657
   Proved properties:
     Gross assets  . . . . . . . . .     14,574   3,906    2,804    6,029     27,313
     Accumulated depreciation,        
     depletion, etc. . . . . . . . .      8,168   2,076    1,443    4,781     16,468
       Net assets  . . . . . . . . .      6,406   1,830    1,361    1,248     10,845
   Support equipment and facilities:
     Gross assets  . . . . . . . . .        620      75      106      343      1,144
     Accumulated depreciation  . . .        321      32       64      235        652
       Net assets  . . . . . . . . .        299      43       42      108        492
   Net capitalized costs . . . . . .   $  6,957$  2,006$   1,505$   1,526$    11,994
   December 31, 1993
   Unproved properties:
     Gross assets  . . . . . . . . .   $    320$    120$     163$      96$       699
     Accumulated amortization  . . .        133      61       --       --        194
       Net assets  . . . . . . . . .
                                            187      59      163       96        505
   Proved properties:
     Gross assets  . . . . . . . . .     14,099   3,736    2,515    5,796     26,146
     Accumulated depreciation,        
     depletion, etc. . . . . . . . .      7,699   1,896    1,230    4,463     15,288
       Net assets  . . . . . . . . .      6,400   1,840    1,285    1,333     10,858
   Support equipment and facilities:
     Gross assets  . . . . . . . . .        638      74      118      364      1,194
     Accumulated depreciation  . . .        290      28       63      233        614
       Net assets  . . . . . . . . .        348      46       55      131        580
   Net capitalized costs . . . . . .   $  6,935$  1,945$   1,503$   1,560$    11,943
</TABLE>











                                       44<PAGE>
<PAGE>
   Costs Incurred

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

   <S>                           <C>          <C>        <C>          <C>         <C>    
   1994
   Property acquisition:
     Proved  . . . . . . . .     $      52    $    11    $      9     $      1    $      73
     Unproved  . . . . . . .            50         51           3            2          106
   Exploration . . . . . . .           245        116         185          291          837
   Development . . . . . . .           614        246         193          446        1,499
        Total  . . . . . . .     $     961    $   424    $    390     $    740    $   2,515

   1993
   Property acquisition:
     Proved  . . . . . . . .     $      11    $    11    $     36     $     23    $      81
     Unproved  . . . . . . .             4         23          54           20          101
   Exploration . . . . . . .           133         64         149          229          575
   Development . . . . . . .           657        234         276          427        1,594
        Total  . . . . . . .     $     805    $   332    $    515     $    699    $   2,351

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












                                       45<PAGE>
<PAGE>
                                    SIGNATURE



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








                                             AMOCO CORPORATION            
                                                 (Registrant)




   Date   April 5, 1995          J. R. Reid                               
                                 J. R. Reid         
                                 Vice President and Controller
                                 (Duly Authorized and Chief
                                  Accounting Officer)


























                                       46<PAGE>
<PAGE>
                                                                SCHEDULE VIII

                                AMOCO CORPORATION

                                                 

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

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

                                                        Additions

                                         Balance    Charged
                                           at      to costs     Charged                Balance
               Description              beginning     and       to other  Deductions   at end 
                                         of year   expenses     accounts      (2)      of year
   <S>                                       <C>        <C>       <C>         <C>       <C>
   1994
   Allowance for doubtful notes
   and accounts receivable . . . . .         $ 65       $ 27      $ --        $ 69      $ 23

   1993
   Allowance for doubtful notes
   and accounts receivable . . . . .           87         26        --          48        65

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



                          

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

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

</TABLE>
















                                       47<PAGE>

<PAGE>
                                                              Exhibit 23


                      CONSENT OF INDEPENDENT ACCOUNTANTS

   We hereby  consent to the incorporation by reference in the Registration
   Statements  on  Forms  S-8  (No. 33-58063, 33-52575, 33-66170, 33-51475,
   33-55748,  33-42950,   33-52579,  33-40099,  and  33-5332)  and  in  the
   Prospectuses constituting  part  of the Registration Statements on Forms
   S-3 (No. 33-11635 and 33-22897) of Amoco Corporation of our report dated
   February 28, 1995 appearing on page 4 of this Current Report on Form 8-K.






   PRICE WATERHOUSE LLP

   Chicago, Illinois
   April 5, 1995<PAGE>


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