AMOCO CORP
10-Q, 1996-05-13
PETROLEUM REFINING
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                 SECURITIES AND EXCHANGE COMMISSION
                       Washington, D.C. 20549
                                  
                              FORM 10-Q
                                  
                                  
(X) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934
    
  For the quarterly period ended March 31, 1996 or

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

  For the transition period from           to

Commission file number 1-170-2


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

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

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

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

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

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

Number of shares outstanding as of March 31, 1996--496,841,721
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                   PART I-- FINANCIAL INFORMATION
                                  
Item 1.  Financial Statements

Consolidated Statement of Income
(millions of dollars)
                                               Three Months Ended
                                                   March 31,
                                                  1996      1995
Revenues:                                                
  Sales and other operating revenues.........  $ 7,277   $ 6,620
  Consumer excise taxes......................      819       808
  Other income...............................      118       136
    Total revenues...........................    8,214     7,564
                                                         
Cost and Expenses:                                       
  Purchased crude oil, natural gas,                      
    petroleum products and merchandise.......    3,875     3,498
  Operating expenses.........................    1,083     1,121
  Petroleum exploration expenses,                        
    including exploratory dry holes..........      120       115
  Selling and administrative expenses........      535       471
  Taxes other than income taxes..............    1,027     1,002
  Depreciation, depletion, amortization,                 
    and retirements and abandonments.........      538       534
  Interest expense...........................       60        86
    Total costs and expenses.................    7,238     6,827
Income before income taxes...................      976       737
Income taxes.................................      248       214
Net income...................................  $   728   $   523
                                                         
Weighted average number of shares of common              
  stock outstanding (in thousands)...........  496,677   496,379
                                                         
Per Share Data (Based on weighted                        
  average shares outstanding):                           
                                                         
Net income...................................  $  1.47   $  1.05
Cash dividends per share.....................  $   .65   $   .60
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Consolidated Statement of Financial Position
(millions of dollars)
                                                March 31,  Dec. 31,
                    ASSETS                        1996       1995
Current Assets:                                            
  Cash......................................... $    164   $    182
  Marketable securities -- at cost (all                    
corporate
    except $184 at December 31, 1995, which                
    represent state and municipal securities)..      574      1,212
  Accounts and notes receivable (less                      
    allowances of $17 at March 31, 1996,                   
    and $16 at December 31, 1995)..............    3,353      3,332
  Inventories                                              
    Crude oil and products.....................      796        750
    Materials and supplies.....................      336        291
  Prepaid expenses and income taxes............      727        723
    Total current assets.......................    5,950      6,490
Investments and Other Assets:                              
  Investments and related advances.............      698        654
  Long-term receivables and other assets.......      783        655
                                                   1,481      1,309
Properties--at cost, less accumulated depre-               
  ciation, depletion and amortization of                   
  $26,684 at March 31, 1996, and $26,531 at                
  December 31, 1995 (The successful efforts                
  method of accounting is followed for costs               
  incurred in oil and gas producing activities)   22,505     22,046
    Total assets............................... $ 29,936   $ 29,845
                                                           
     LIABILITIES AND SHAREHOLDERS' EQUITY                  
Current Liabilities:                                       
  Current portion of long-term obligations..... $    108   $    341
  Short-term obligations.......................      982        735
  Accounts payable.............................    2,499      2,822
  Accrued liabilities..........................      934        989
  Taxes payable (including income taxes).......      838        887
    Total current liabilities..................    5,361      5,774
Long-Term Debt.................................    3,944      3,962
Deferred Credits and Other Non-Current Liabilities:        
  Income taxes.................................    2,792      2,745
  Other........................................    2,455      2,401
                                                   5,247      5,146
Minority Interest..............................      114        115
                                                           
Shareholders' Equity:                                      
  Common stock (authorized 800,000,000 shares;             
    issued and outstanding at March 31, 1996               
    --496,841,721; December 31, 1995                       
    --496,402,697 shares)......................    2,609      2,590
  Earnings retained and invested in the                    
    business...................................   12,711     12,295
  Pension liability adjustment.................      (49)       (49)
  Foreign currency translation adjustment......       (1)        12
                                                  15,270     14,848
    Total liabilities and shareholders' equity. $ 29,936   $ 29,845
<PAGE>
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Consolidated Statement of Cash Flows
(millions of dollars)
                                                Three Months Ended
                                                     March 31,
                                                   1996       1995
Cash Flows from Operating Activities:                     
  Net income................................... $   728    $   523
  Adjustments to reconcile net income to net              
    cash provided by operating activities:                
    Depreciation, depletion, amortization,                
      and retirements and abandonments.........     538        534
    Decrease in receivables...................       18        285
    (Increase) decrease in inventories.........     (24)         9
    Decrease in payables and accrued                      
      liabilities..............................    (381)      (557)
    Deferred taxes and other items.............     (98)       (58)
    Net cash provided by operating activities..     781        736
                                                          
Cash Flows From Investing Activities:                     
  Capital expenditures.........................    (784)      (527)
  Proceeds from dispositions of properties                
    and other assets...........................     248        142
  Net investments, advances and business                  
    acquisitions...............................    (702)       (23)
  Proceeds from sales of investments...........     100          -
  Other........................................      (1)        (8)
    Net cash used in investing activities......  (1,139)      (416)
                                                          
Cash Flows from Financing Activities:                     
  New long-term obligations....................      17         62
  Repayment of long-term obligations...........    (269)       (91)
  Cash dividends paid..........................    (312)      (298)
  Issuances of common stock....................      19          6
  Acquisitions of common stock.................       -        (60)
  Increase in short-term obligations...........     247         96
    Net cash used in financing activities......    (298)      (285)
                                                          
(Decrease) increase in Cash and Marketable                
  Securities...................................    (656)        35
Cash and Marketable Securities-                           
  Beginning of Period..........................   1,394      1,789
Cash and Marketable Securities-End of Period... $   738    $ 1,824
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Basis of Financial Statement Preparation

The   consolidated  financial  statements  contained  herein  are
unaudited  and have been prepared from the books and  records  of
Amoco  Corporation ("Amoco" or the "Corporation"). In the opinion
of  management, the consolidated financial statements reflect all
adjustments,  consisting  of only normal  recurring  adjustments,
necessary  for  a fair statement of the results for  the  interim
periods. The consolidated financial statements have been prepared
in  accordance with the instructions to Form 10-Q and, therefore,
do not include all information and notes necessary for a complete
presentation  of  results of operations, financial  position  and
cash  flows  in  conformity  with generally  accepted  accounting
principles. Certain data for the Statement of Cash Flows for 1995
have been reclassified.

Item 2. Management's Discussion and Analysis

Results of Operations

Net  income  for the first quarter of 1996 amounted to  a  record
$728  million,  or  $1.47 per share. Net  income  for  the  first
quarter  of  1995 amounted to $523 million, or $1.05  per  share.
Included in first-quarter 1996 earnings were gains of $56 million
on  certain  Canadian  asset dispositions. Excluding  this  item,
first-quarter 1996 earnings were $149 million higher than  1995's
first quarter.

The  increase in earnings for the first quarter of 1996 reflected
strong  exploration  and production ("E&P")  earnings,  primarily
attributable to higher energy prices. Chemical earnings continued
strong  while  petroleum products decreased slightly,  reflecting
the continuing competitive environment of that segment.

Sales  and other operating revenues totaled $7.3 billion for  the
first  quarter of 1996, 10 percent higher than the  $6.6  billion
reported  in  the  corresponding 1995  period.  Natural  gas  and
refined  products revenues increased 34 percent and  14  percent,
respectively, resulting from both higher prices and volumes.

Purchases  of  crude  oil, natural gas,  petroleum  products  and
merchandise  totaled $3.9 billion for the first three  months  of
1996,  11  percent  higher than 1995's first  three  months.  The
increase  was primarily attributable to higher crude oil purchase
prices and volumes.

Selling and administrative expenses for the first three months of
1996  were  $535  million  compared with  $471  million  for  the
comparable  1995  period. Included in selling and  administrative
expenses were ongoing reorganization costs of $28 million  before
tax,  mainly  related  to  system redesign,  relocation  and  new
process  development.  Also included in  1996  first  three-month
results were favorable before tax currency effects of $1 million,
compared with favorable currency effects of $19 million  for  the
corresponding 1995 period.

For  the  12  months  ended  March 31, 1996,  return  on  average
shareholders' equity was 13.8 percent compared with 13.5  percent
for  the  12  months  ended March 31, 1995.   Return  on  average
capital  employed was 11.0 percent for the 12-month period  ended
March  31, 1996, compared with 10.8 percent for the corresponding
prior-year period.

Results by Industry Segment

                                     Three Months Ended
                                          March 31,
(millions of dollars)                  1996       1995
Exploration and Production                     
  United States....................  $  281     $  175
  Canada...........................     134         46
  Overseas.........................     121         87
  Subtotal.........................     536        308
Petroleum Products.................      18         19
Chemicals..........................     240        233
Corporate and Other Operations*....     (66)       (37)
  Net Income.......................  $  728     $  523
                                               

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

Exploration and Production - U. S.

U.S. E&P operations earned $281 million in the first three months
of  1996  compared with $175 million for the similar 1995 period.
The increase primarily reflected higher energy prices.

Amoco's   first-quarter   U.S.  natural   gas   prices   averaged
approximately $1.75 per thousand cubic feet ("mcf"), $.35 per mcf
above  the  first  quarter  of 1995.  Average  crude  oil  prices
increased  about $1.50 per barrel and averaged almost $17.50  per
barrel  for  the  quarter. Natural gas production averaged  2,584
million  cubic feet per day, an increase of six percent  compared
with  the first quarter of 1995, while crude oil and natural  gas
liquids  ("NGL") production of 290 thousand barrels per  day  was
about the same as a year ago.

Exploration and Production - Canada

Canadian operations, which include supply and marketing  of  NGL,
earned  $134  million in the first quarter of 1996 compared  with
the  prior year's first-quarter earnings of $46 million. The 1996
results  included  gains  of $56 million on  asset  dispositions,
including  the  sale of Amoco's remaining investment  in  Crestar
Energy  Inc. Also favorably affecting earnings were higher energy
prices and lower costs. Natural gas prices averaged $1.15 per mcf
for the quarter, about 20 cents higher than 1995's first quarter.
Crude oil prices averaged $14.70 per barrel for the first quarter
of 1996, slightly above the prior-year first quarter average.

For  the  first  three  months of 1996,  natural  gas  production
averaged 846 million cubic feet per day, seven percent above  the
comparable 1995 period. Crude oil and NGL production averaged  64
thousand  barrels per day for the first three months of 1996,  10
percent  below  1995's first quarter level,  reflecting  property
dispositions  and  normal field declines.  Heavy  oil  production
averaged  21  thousand  barrels per day during  the  first  three
months of 1996, an increase of six thousand barrels per day  over
the first quarter of 1995.

Exploration and Production - Overseas

Overseas  E&P earned $121 million for the first three  months  of
1996, an increase of $34 million over 1995 earnings for the  same
period. Affecting 1996 earnings were higher crude oil prices  and
favorable  currency effects compared with 1995, partially  offset
by higher exploration expenses.

For  the  first  three  months  of  1996,  overseas  natural  gas
production  averaged  1,079 million  cubic  feet  per  day,  nine
percent  above 1995 production levels of 986 million  cubic  feet
per  day, primarily as a result of higher European demand.  Crude
oil  and  NGL production averaged 290 thousand barrels  per  day,
three percent below the comparable 1995 period.

Petroleum Products

Petroleum  Products activities earned $18 million for  the  first
three  months  of  1996,  compared  with  $19  million  for   the
comparable 1995 period. Higher 1996 crude oil costs kept downward
pressure  on  refined  product margins, which  more  than  offset
volume increases.

For  the  first three months of 1996, U.S. refined product  sales
averaged  1,126  thousand barrels per day, an increase  of  three
percent  over the corresponding 1995 period. For the first  three
months  of  1996, refineries ran at 90 percent of rated capacity,
compared with 87 percent for the comparable 1995 period.

Chemicals

Chemical earnings of $240 million for the first quarter  of  1996
compared  with  $233  million for the similar  1995  period.  The
modest  improvement in first-quarter earnings primarily reflected
higher  paraxylene ("PX") and purified terephthalic acid  ("PTA")
margins,  which  more  than  offset lower  olefins  and  polymers
earnings.


Corporate and Other Operations

Corporate  and other operations include net interest and  general
corporate  expenses  as  well as the results  of  investments  in
technology companies, real estate interests and other activities.
Corporate  and  other  operations incurred net  expenses  of  $66
million  for  the first three months of 1996, compared  with  net
expenses  after  tax  of  $37 million in the  corresponding  1995
period.   Corporate  expenses  in 1996  included  less  favorable
currency  effects  compared  to 1995  and  reorganization  costs,
primarily   system   redesign,   relocation   and   new   process
development, of $18 million after tax.



Outlook

The Corporation and the oil industry will continue to be affected
by  the  volatility  of crude oil and natural gas  prices.  Also,
affecting  chemicals  and petroleum products  activities  is  the
overall  industry  product  supply and  demand  balance.  Amoco's
future performance is expected to continue to be impacted by  its
organizational  structure and associated  savings;  ongoing  cost
reduction  programs;  the divestment of marginal  properties  and
underperforming assets; application of new technologies; and  new
governmental regulations.

Amoco's  exploration efforts will continue to target those  areas
that  offer  the  most potential. Amoco will  pursue  areas  that
capitalize  on its natural gas resources and continue  to  expand
internationally. Amoco's E&P barrel-oil-equivalent production  in
North America is expected to remain approximately at 1995 levels.
Outside  North America, production from the Liuhua oil  field  in
the  South  China Sea, which came onstream in late March,  should
benefit  crude  oil  production by an  average  of  approximately
30,000  barrels  per  day  for the remainder  of  1996.  Overseas
natural gas production is expected to increase modestly in 1996.

In  the  petroleum products sector, Amoco anticipates  weak  U.S.
industry  refining margins in the near term. Amoco will  continue
to  pursue additional cost reduction programs and improved  asset
utilization.   Refining  results  should  benefit   from   higher
utilization rates in 1996, reflecting reduced planned downtime.

In  the chemical sector, while the near-term industry outlook  is
continuing to soften for commodity chemicals, Amoco expects long-
term  growth  to exceed 3 percent, with higher growth anticipated
in  the  Asia-Pacific  region. PTA's  average  annual  growth  is
expected  to be 7 percent over the next decade, with the  largest
demand  growth  expected to be in the Asia-Pacific region,  while
worldwide PX demand is expected to grow about 6 percent per year.
To  pursue  these marketing opportunities, Amoco is planning  PTA
and  PX  expansions at wholly owned and joint-venture facilities.
Two  of the planned expansions are expected to be completed  this
year.  First,  Amoco's wholly owned 500,000 metric  tons-per-year
PTA  plant  in Malaysia is expected to go onstream in the  second
quarter of 1996. Second, Amoco is adding 350,000 metric tons-per-
year of PX capacity in Texas City, Texas by the end of the year.

Amoco continues to seek attractive opportunities worldwide and is
constantly  reviewing  strategic alternatives.  Amoco  will  also
continue   to   evaluate  and  divest  marginal  properties   and
underperforming assets. As previously announced, Amoco and  Shell
Oil  Company plan to form a partnership combining exploration and
production assets in the greater Permian Basin area of west Texas
and  southeast New Mexico. Final agreement is contingent  on  the
successful  completion of ongoing discussions  regarding  design,
management  and  operation  of  the  company.  Start  up  of  the
partnership  is  expected in 1996. Also,  in  early  1996,  Amoco
announced  the  possible divestment of Atlanta-based  Amoco  Foam
Products  Company  ("Amoco  Foam").  Amoco  Foam  is  a   leading
manufacturer and marketer of polystyrene foam products, with nine
plants in the United States. In 1995, Amoco Foam product revenues
totaled $288 million.

Liquidity and Capital Resources

Cash  flows from operating activities for the first three  months
of  1996  amounted to $781 million compared with $736 million  in
the  prior-year period. Working capital of $589 million at  March
31,  1996  compared with $716 million at December 31,  1995.  The
Corporation's  current ratio was 1.11 to 1  at  March  31,  1996,
compared with 1.12 to 1 at year-end 1995. As a matter of  policy,
Amoco  practices  asset and liability management techniques  that
are  designed  to  minimize its investment  in  non-cash  working
capital.  This does not impair operational flexibility since  the
Corporation  has ready access to both short- and  long-term  debt
markets.

Amoco's  debt  totaled $5 billion at March 31, 1996 and  year-end
1995.  Debt as a percentage of debt-plus-equity was 24.6  percent
at  March  31, 1996, and 25.2 percent at year-end 1995. In  early
1996,  Amoco   Company redeemed the $25 million,  9  7/8  percent
debentures due 2016 and the $57 million, 9 3/4 percent debentures
due   2016.   Amoco  Corporation  guarantees  the   public   debt
obligations of Amoco Company. Amoco Corporation and Amoco Company
guarantee  the  public  notes  and  debentures  of  Amoco  Canada
Petroleum  Company Ltd. ("Amoco Canada") and Amoco Argentina  Oil
Company ("Amoco Argentina").

Cash  dividends  paid in the first quarter of 1996  totaled  $312
million. The quarterly dividend was raised to 65 cents per  share
in  January  1996,  an increase of 5 cents per  share,  or  eight
percent, over the previous rate.

The  Corporation  believes  its strong  financial  position  will
permit the financing of business needs and opportunities as  they
arise. It is anticipated that ongoing operations will be financed
primarily  by internally generated funds. Short-term obligations,
such  as  commercial paper borrowings, give the  Corporation  the
flexibility  to  meet  short-term  working   capital  and   other
temporary  requirements. At March 31, 1996, bank lines of  credit
available to support commercial paper borrowings amounted to $490
million, all of which were supported  by commitment fees.

The  Corporation also may utilize its favorable access  to  long-
term  debt markets to finance profitable growth opportunities.  A
$500  million  shelf  registration statement  for  Amoco  Company
remains  on  file  with  the Securities and  Exchange  Commission
("SEC") to permit ready access to capital markets. In 1995, Amoco
Argentina  filed  a  shelf registration with  the  SEC  for  $200
million  in  debt  securities, of  which  $100  million  in  debt
securities were subsequently issued. Amoco Corporation and  Amoco
Company  guarantee the securities issued under this  registration
statement. Amoco Canada has a $225 million 10-year revolving term
facility, guaranteed by Amoco and Amoco Company. Amoco Canada  is
charged a standby fee for the facility, which has not been used.

On  March  1, 1996, Albemarle Corporation's ("Albemarle")  alpha-
olefins, poly alpha olefins and synthetic alcohol businesses were
purchased  for approximately $500 million. The purchase  involved
about 550 employees and assets in Texas and Belgium.

Capital  and  exploration expenditures, excluding  the  Albemarle
acquisition,  for  the first three months of  1996  totaled  $904
million  compared  with  $642 million  for  the  comparable  1995
period.  Approximately  74 percent of the 1996  expenditures  was
spent  in exploration and production operations. Amoco previously
announced  a 1996 capital investment and exploration  program  of
$4.7 billion, up 14 percent from the $4.1 billion spent in 1995.

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


                   PART II--OTHER INFORMATION
                                
Item 1.  Legal Proceedings

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 filed a petition in the  U.S.  Tax
Court contesting the IRS statutory Notice of Deficiency. Trial on
the  matter  was  held  in April 1995. The Tax  Court  issued  an
opinion  on  March 28, 1996, deciding that Amoco was entitled  to
its  foreign tax credits for the years 1980 through 1982 and that
additional taxes of $466 million claimed by the IRS were not due.
Pending  resolution of final tax computations,  the  Tax  Court's
decision  will become final and will be subject to appeal  within
ninety  days. 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.  Consequently, this  dispute  is  not
expected  to  have  a material adverse effect on  the  liquidity,
results of operations, or the consolidated financial position  of
the Corporation.

Twelve  proceedings  instituted by governmental  authorities  are
pending or known to be contemplated against Amoco and certain  of
its  subsidiaries  under  federal, state or  local  environmental
laws,  each of which could result in monetary sanctions in excess
of $100,000. No individual proceeding is, nor are the proceedings
as a group, expected to have a material adverse effect on Amoco's
liquidity,   consolidated  financial  position  or   results   of
operations.  Amoco estimates that in the aggregate  the  monetary
sanctions  reasonably likely to be imposed from these proceedings
amount to approximately $7.7 million.

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

Item 2.  Changes in Securities

Not applicable.

Item 3.  Defaults upon Senior Securities

Not applicable.

Item 4.  Submission of Matters to a Vote of Security Holders

(a)  The Annual Meeting of Shareholders was held on April 23,
1996.

(b)  Not applicable

(c)  Six persons nominated by the Board of Directors were elected
directors.  Proxies  for the meeting were solicited  pursuant  to
Regulation  14A;  there  was  no solicitation  in  opposition  to
management's nominees listed in the proxy statement.  Results  of
the  election  were  as  follows: Donald R.   Beall,  shares  for
415,657,872, shares withheld 4,596,409; Richard J. Ferris, shares
for  414,950,992, shares withheld 5,303,289; William  G.  Lowrie,
shares  for  415,608,145, shares withheld 4,646,136;  Floris   A.
Maljers,  shares  for  415,311,583,  shares  withheld  4,942,698;
Robert   H.  Malott,  shares  for  414,649,311,  shares  withheld
5,605,276;  Arthur  C. Martinez, shares for  415,629,206,  shares
withheld  4,625,075;  Abstentions for the  nominees  as  a  group
totaled 5,604,970. With respect to the proposal relating  to  the
amendment  of the 1991 Incentive Program set forth in  the  proxy
statement,  the results were as follows: shares for  395,751,283,
shares against 15,625,884, abstentions 7,493,296 and broker  non-
votes   1,474,734.  With  respect  to  the  concurrence  in   the
appointment  of  Price  Waterhouse LLP to  serve  as  independent
accountants  for Amoco and its subsidiaries for the  fiscal  year
1996, the results were as follows: shares for 416,320,257, shares
against 2,583,546 and abstentions 1,441,394.

(d)  Not applicable
<PAGE>
<PAGE>
Item 5.  Other Information

Shown below is summarized financial information of
Amoco's wholly owned subsidiary, Amoco Company.
                                           
                                     Three Months
                                         Ended
                                       March 31,
                                     1996        1995
                                     (millions of
                                       dollars)
Total revenues(including          
excise taxes).................    $ 7,404      $6,739
Operating profit..............    $   899      $  679
Net income....................    $   598      $  446
                                             


                                 March 31,  Dec. 31,
                                     1996       1995
                                (millions of dollars)
Current assets...............    $ 4,973     $ 5,303
Total assets.................    $26,725     $26,326
Current liabilities..........    $ 4,363     $ 4,578
Long-term debt...............    $ 6,731     $ 6,785
Deferred credits.............    $ 4,478     $ 4,397
Minority interest............    $   111     $   110
Shareholder's equity.........    $11,042     $10,456

                                            
Shown below is summarized financial information of
Amoco's wholly owned subsidiary, Amoco Canada.
                                           
                                     Three Months
                                         Ended
                                       March 31,
                                     1996        1995
                                 (millions of dollars)
Revenues......................    $ 1,033      $  871
Net income....................    $    93      $    4
                                             

                                March 31,     Dec. 31,
                                    1996         1995
                                (millions of dollars)
Current assets................   $ 1,212      $ 1,252
Total assets..................   $ 4,290      $ 4,493
Current liabilities...........   $ 2,219      $ 2,494
Non-current liabilities.......   $ 2,360      $ 2,381
Shareholder's deficit.........   $  (289)     $  (382)

<PAGE>
<PAGE>
Shown below is summarized financial information for
Amoco's indirectly wholly owned subsidiary, Amoco
Argentina.
                                          
                                    Three Months
                                       Ended
                                       March 31,
                                    1996       1995
                                 (millions of dollars)
Revenues......................     $  75      $  61
Net income....................     $  27      $  24
                                            


                                 March 31,   Dec. 31,
                                     1996       1995
                                 (millions of dollars)
Current assets................    $   94      $   73
Total assets..................    $  419      $  389
Current liabilities...........    $   52      $   49
Non-current liabilities.......    $  113      $  113
Shareholder's equity..........    $  254      $  227


Item 6.  Exhibits and Reports on Form 8-K



(a)Exhibits

     Exhibit
     Number

     12      Statement Setting Forth Computation of
             Ratio of Earnings to Fixed Charges.

     27      Financial Data Schedule.

(b)  No reports on Form 8-K were filed during the quarter ended
March 31, 1996.
<PAGE>
                            
<PAGE>                                
                            Signature

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



                                   Amoco Corporation
                                    (Registrant)

Date: May 13, 1996
                                   Judith G. Boynton
                                   Judith G. Boynton
                                   Vice President and Controller
                                   (Duly Authorized and Chief
                                   Accounting Officer)



<PAGE>
<PAGE>
                                                            EXHIBIT 12
                                                                         
                            AMOCO CORPORATION
                         ______________________

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

                              Three   
                             Months
                              Ended          Year Ended December 31,
                           March 31,   
                               1996     1995     1994    1993     1992    1991
                                                                        
Determination of Income:                                                
  Consolidated earnings                                                 
    before income taxes                                                 
    and minority interest..  $  976   $2,404   $2,491  $2,506   $  998  $2,035
  Fixed charges expensed by                                             
    consolidated companies.      95      406      316     350      376     479
  Adjustments for certain                                               
    companies accounted for                                             
    by the equity method...       6       25        7      11       28      20
                                                                        
  Adjusted earnings plus                                                
    fixed charges..........  $1,077   $2,835   $2,814  $2,867   $1,402  $2,534
                                                                        
Determination of Fixed Charges:                                        
  Consolidated interest on                                              
    indebtedness (including                                             
    interest capitalized)..  $   77   $  317   $  288  $  299   $  333  $  433
  Consolidated rental                                                   
    expense representative                                              
    of an interest factor..      24       89       23      50       44      54
  Adjustments for certain                                               
    companies accounted for                                             
    by the equity method...       2        6        5       8       20      24
                                                                        
  Total fixed charges......  $  103   $  412   $  316  $  357   $  397  $  511
                                                                        
Ratio of earnings to                                                    
  fixed charges............    10.4      6.9      8.9     8.0      3.5     5.0
                                                                        
<PAGE>
                                                                        
<PAGE>

<TABLE> <S> <C>

<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from the
Consolidated Statement of Income and the Consolidated Statement of Financial
Position and is qualified in its entirety by reference to such financial
statements.
</LEGEND>
<CIK> 0000093397
<NAME> AMOCO CORPORATION
<MULTIPLIER> 1000000
       
<S>                             <C>
<PERIOD-TYPE>                   3-MOS
<FISCAL-YEAR-END>                          DEC-31-1996
<PERIOD-START>                             JAN-01-1996
<PERIOD-END>                               MAR-31-1996
<CASH>                                             164
<SECURITIES>                                       574
<RECEIVABLES>                                     3370
<ALLOWANCES>                                        17
<INVENTORY>                                       1132
<CURRENT-ASSETS>                                  5950
<PP&E>                                           49189
<DEPRECIATION>                                   26684
<TOTAL-ASSETS>                                   29936
<CURRENT-LIABILITIES>                             5361
<BONDS>                                           3944
                                0
                                          0
<COMMON>                                          2609
<OTHER-SE>                                       12661
<TOTAL-LIABILITY-AND-EQUITY>                     29936
<SALES>                                           7277
<TOTAL-REVENUES>                                  8214
<CGS>                                             5078
<TOTAL-COSTS>                                     5078
<OTHER-EXPENSES>                                  1565
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                                  60
<INCOME-PRETAX>                                    976
<INCOME-TAX>                                       248
<INCOME-CONTINUING>                                728
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                       728
<EPS-PRIMARY>                                     1.47
<EPS-DILUTED>                                        0
        
<PAGE>

</TABLE>


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