AMOCO CORP
10-Q, 1996-08-12
PETROLEUM REFINING
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<PAGE>                                

               SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C. 20549
                                
                            FORM 10-Q


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

  For the quarterly period ended June 30, 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 June 30, 1996--497,137,345
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                  PART I-- FINANCIAL INFORMATION

Item 1.  Financial Statements
Consolidated Statement of Income
(millions of dollars)
                                 Three Months       Six Months
                                    Ended             Ended
                                     June 30,          June 30,
                                1996     1995     1996      1995
Revenues:                                                 
  Sales and other operating                               
    revenues.................  $ 7,831 $ 6,814  $15,108   $13,434
  Consumer excise taxes......      844     835    1,663     1,643
  Other income...............       90      64      208       200
    Total revenues...........    8,765   7,713   16,979    15,277
                                                          
Costs and Expenses:                                       
  Purchased crude oil,                                    
    natural gas, petroleum
    products and merchandise.    4,399   3,589    8,274     7,087
  Operating expenses.........    1,207   1,103    2,290     2,224
  Petroleum exploration                                   
    expenses, including
    exploratory dry holes....      131     116      251       231
  Selling and administrative                              
    expenses.................      588     542    1,123     1,013
  Taxes other than income                                 
    taxes....................    1,040   1,009    2,067     2,011
  Depreciation, depletion,                                
    amortization, and retire-                             
    ments and abandonments...      553     524    1,091     1,058
  Interest expense...........       45      89      105       175
    Total costs and expenses.    7,963   6,972   15,201    13,799
                                                          
Income before income taxes...      802     741    1,778     1,478
                                                          
Income taxes.................      202     208      450       422
                                                          
Net income...................  $   600 $   533  $ 1,328   $ 1,056
                                                          
Weighted average number of                                
  shares of common stock                                  
  outstanding (in thousands).  497,071 494,795  496,874   495,587
                                                          
Per Share Data (Based on weighted                         
  average shares outstanding):                            
                                                          
Net income...................  $  1.20 $  1.08  $  2.67   $  2.13
                                                          
Cash dividends per share.....  $   .65 $   .60  $  1.30   $  1.20
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Consolidated Statement of Financial Position
(millions of dollars)
                                               June 30,   Dec. 31,
                    ASSETS                        1996       1995
Current Assets:                                           
  Cash........................................ $   211    $   182
  Marketable securities -- at cost (all                   
    corporate except $71 at June 30, 1996,                
    and $184 at December 31, 1995, which
    represent state and municipal securities).     621      1,212
  Accounts and notes receivable (less                     
    allowances of $17 at June 30, 1996,                   
    and $16 at December 31, 1995).............   3,186      3,332
  Inventories                                             
    Crude oil and products....................     875        750
    Materials and supplies....................     367        291
  Prepaid expenses and income taxes...........     806        723
    Total current assets......................   6,066      6,490
Investments and Other Assets:                             
  Investments and related advances............     748        654
  Long-term receivables and other assets......     872        655
                                                 1,620      1,309
Properties--at cost, less accumulated depre-              
  ciation, depletion and amortization of                  
  $27,100 at June 30, 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).................................  22,771     22,046
    Total assets.............................. $30,457    $29,845
                                                          
     LIABILITIES AND SHAREHOLDERS' EQUITY                 
Current Liabilities:                                      
  Current portion of long-term obligations.... $    84    $   341
  Short-term obligations......................   1,141        735
  Accounts payable............................   2,560      2,822
  Accrued liabilities.........................   1,000        989
  Taxes payable (including income taxes)......     817        887
    Total current liabilities.................   5,602      5,774
Long-Term Debt................................   3,987      3,962
Deferred Credits and Other Non-Current Liabilities:
  Income taxes................................   2,828      2,745
  Other.......................................   2,378      2,401
                                                 5,206      5,146
Minority Interest.............................     113        115
                                                          
Shareholders' Equity:                                     
  Common stock (authorized 800,000,000 shares;            
    issued and outstanding at June 30,                    
    1996 --497,137,345; December 31, 1995                 
    --496,402,697 shares).....................   2,624      2,590
  Earnings retained and invested in the                   
    business..................................  12,988     12,295
  Pension liability adjustment................     (49)       (49)
  Foreign currency translation adjustment.....     (14)        12
                                                15,549     14,848
    Total liabilities and shareholders' equity $30,457    $29,845
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Consolidated Statement of Cash Flows
(millions of dollars)
                                               Six Months Ended
                                                    June 30,
                                                 1996       1995
Cash Flows from Operating Activities:                     
  Net income.................................. $ 1,328    $ 1,056
  Adjustments to reconcile net income to net              
    cash provided by operating activities:                
    Depreciation, depletion, amortization,                
      and retirements and abandonments........   1,091      1,058
    Decrease in receivables...................      48         71
    Increase in inventories...................    (138)       (99)
    Decrease in payables and accrued                      
      liabilities.............................    (292)      (493)
    Deferred taxes and other items............    (267)       (81)
    Net cash provided by operating activities.   1,770      1,512
                                                          
Cash Flows From Investing Activities:                     
  Capital expenditures........................  (1,707)    (1,293)
  Proceeds from dispositions of property                  
    and other assets..........................     286        166
  Net investments, advances and business                  
    acquisitions..............................    (600)      (148)
  Proceeds from sales of investments..........     100          -
  Other.......................................      19         11
    Net cash used in investing activities.....  (1,902)    (1,264)
                                                          
Cash Flows from Financing Activities:                     
  New long-term obligations...................      82         86
  Repayment of long-term obligations..........    (317)      (113)
  Cash dividends paid.........................    (635)      (596)
  Issuances of common stock...................      34         27
  Acquisitions of common stock................       -       (465)
  Increase in short-term obligations..........     406         24
    Net cash used in financing activities.....    (430)    (1,037)
                                                          
Decrease in Cash and Marketable Securities....    (562)      (789)
Cash and Marketable Securities-                           
  Beginning of Period.........................   1,394      1,789
Cash and Marketable Securities-End of Period.. $   832    $ 1,000
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<PAGE>                                                          
Basis of Financial Statement Preparation

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


Item 2. Management's Discussion and Analysis

Results of Operations

Six Months 1996 vs. Six Months 1995

Net  income for the first six months of 1996 amounted  to  $1,328
million, or $2.67 per share. Net income for the first six  months
of  1995  amounted  to $1,056 million, or $2.13  per  share.  The
increase  in earnings for the first six months of 1996  primarily
reflected  higher  energy  prices,  partially  offset  by   lower
chemical  and petroleum products margins. Included in  first-half
1996  results  were  gains of $56 million after  tax  on  certain
Canadian asset dispositions.

Sales and other operating revenues totaled $15.1 billion for  the
first  six  months  of  1996, 12 percent higher  than  the  $13.4
billion  reported  in  the  corresponding  1995  period.  Refined
products, crude oil and natural gas revenues increased 15, 17 and
31  percent,  respectively, primarily on the strength  of  higher
prices. Chemical product revenues increased two percent resulting
from increased sales volumes.

Purchases  of  crude  oil, natural gas,  petroleum  products  and
merchandise  totaled  $8.3 billion for the first  six  months  of
1996,  17  percent  higher  than 1995's  first  six  months.  The
increase  was primarily attributable to higher crude oil  volumes
and prices and increases in natural gas prices.

Petroleum  exploration expenses of $251 million in the first  six
months  of  1996 increased nine percent compared with the  prior-
year   period,   primarily  reflecting  higher   geological   and
geophysical expenses overseas.

Selling  and administrative expenses for the first six months  of
$1.1  billion compared with $1.0 billion for the comparable  1995
period.  Included  in  selling and administrative  expenses  were
ongoing  reorganization  costs of  $68  million  before  tax,  $8
million  higher  than  1995, mainly related to  system  redesign,
relocation and new process development. Also reflected  in  first
six-month  1996  results  were  unfavorable  before-tax  currency
effects  of $18 million, compared with favorable currency effects
of $14 million for the corresponding 1995 period.

Interest  expense  of $105 million for the first  six  months  of
1996,  compared  with  $175 million for  the  corresponding  1995
period,  decreased  primarily  as  a  result  of  lower  interest
relating to revised estimates of tax obligations.

Second Quarter 1996 vs. Second Quarter 1995

Second-quarter 1996 net income totaled $600 million, or $1.20 per
share, an increase of 13 percent over the $533 million, or  $1.08
per   share,  reported  in  the  second  quarter  of  1995.   The
improvement resulted from higher energy prices and an increase in
production  in  the exploration and production  ("E&P")  segment,
which  more than offset lower petroleum products earnings, and  a
decline from very strong chemical margins of a year ago.

Sales  and other operating revenues totaled $7.8 billion for  the
second  quarter of 1996, 15 percent higher than the $6.8  billion
reported  in  the  second quarter of 1995. The increase  resulted
from
higher  prices for refined products, crude oil and  natural  gas,
and higher chemical product sales volumes.

Purchases  of  crude  oil, natural gas,  petroleum  products  and
merchandise totaled $4.4 billion for the second quarter of  1996,
23  percent  higher  than the prior-year  quarter.  The  increase
reflected  higher  prices and volumes for crude  oil  and  higher
prices for natural gas.

Selling  and  administrative expenses for the second  quarter  of
1996  totaled  $588 million, nine percent above the $542  million
for the second quarter of 1995, reflecting ongoing reorganization
costs  of  $40 million before tax, compared with $34  million  in
1995.  Also  included in the second quarter of 1996 results  were
unfavorable  before-tax  currency effects  of  $19  million,  $14
million above the second quarter of 1995.

Interest  expense of $45 million for the second quarter  of  1996
decreased  by  $44  million  from the  second  quarter  of  1995,
reflecting lower interest on tax obligations.

For  the  12  months  ended  June 30,  1996,  return  on  average
shareholders' equity was 14.2 percent compared with 14.3  percent
for  the 12 months ended June 30, 1995. Return on average capital
employed was 11.1 percent for the 12-month period ended June  30,
1996, compared with 11.5 percent for the corresponding prior-year
period.
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Results by Industry Segment

                              Six Months       Second Quarter
(millions of dollars)       1996      1995     1996    1995
Exploration and Production                            
  United States..........  $  515    $  364   $ 234   $ 189
  Canada.................     189        79      55      33
  Overseas...............     206       148      85      61
  Subtotal...............     910       591     374     283
Petroleum Products.......     108       123      90     104
Chemicals................     413       479     173     246
Corporate and                                         
  Other Operations*......    (103)     (137)    (37)   (100)
Net Income...............  $1,328    $1,056   $ 600   $ 533
                                                      
                                                      
*  Corporate and other operations include net interest and
   general corporate expenses as well as the results of
   investments in technology companies, real estate interests
   and other activities.
                                                      

Six Months 1996 vs. Six Months 1995

Exploration and Production - U. S.

U.S.  E&P operations earned $515 million in the first six  months
of  1996  compared with $364 million for the similar 1995 period.
The  increase resulted from higher energy prices and an  increase
in natural gas production.

Amoco's  natural  gas prices for the first  six  months  of  1996
averaged  approximately $1.70 per thousand  cubic  feet  ("mcf"),
$.30  per mcf above the first six months of 1995. Amoco's average
crude  oil  prices  were up about $2.15 per barrel  and  averaged
approximately $18.50 per barrel for the first six months of 1996.
Natural  gas production averaged 2.6 billion cubic feet per  day,
an  increase  of  six  percent compared with the  prior-year  six
months.  Crude  oil  and natural gas liquids  ("NGL")  production
averaged  293,000  barrels per day, the same  as  the  first  six
months  of 1995, as higher NGL production offset declining  crude
oil production.


Exploration and Production - Canada

Canadian  earnings, which include supply and  marketing  of  NGL,
totaled  $189 million for the first six months of 1996,  compared
with  $79  million for the first six months of 1995. The increase
reflected  higher  energy  prices  partially  offset  by   higher
exploration  expenses  and lower crude and NGL  production.  Also
impacting  1996 six-month earnings were after-tax  gains  of  $56
million  on  asset dispositions, including the  sale  of  Amoco's
remaining investment in Crestar Energy Inc.

Amoco's Canadian natural gas prices averaged approximately  $1.10
per mcf for the first six months of 1996 compared with about $.90
per  mcf for the prior-year period. Average crude oil prices  for
the  first six months of 1996 increased almost $1.25 per  barrel,
averaging  approximately  $16.75 per barrel  for  the  first  six
months  of  1996.  Natural gas production during  the  first  six
months of 1996 averaged 830 million cubic feet per day, about two
percent  higher  than the prior-year period. Crude  oil  and  NGL
production averaged 61,000 barrels per day during the  first  six
months  of 1996, a decrease of nine percent from a year  ago,  in
part reflecting divestments.


Exploration and Production - Overseas

Overseas E&P earnings were $206 million for the first six  months
of  1996, an increase of $58 million over 1995's first six-months
results. Higher crude oil prices and higher crude oil and natural
gas  production  were  the  primary factors  accounting  for  the
improvement.

Crude oil and NGL production averaged 301,000 barrels per day for
the  first six months of 1996, compared with 295,000 barrels  per
day  for  the  similar 1995 period, reflecting  start-up  of  the
Liuhua  field in the South China Sea in late March.  Natural  gas
production  averaged 1.0 billion cubic feet per day, an  increase
of  seven  percent over the first six months of  1995,  primarily
reflecting higher European demand.


Petroleum Products

Petroleum  Products activities earned $108 million for the  first
six  months  of  1996,  compared  with  $123  million  for  1995,
reflecting  lower refining margins, particularly  for  aromatics.
Partly offsetting were higher marketing margins.

During  the first six months of 1996, U.S. refined product  sales
averaged  1,168,000  barrels  per  day  compared  with  1,112,000
barrels per day for the prior year period. Refineries ran  at  94
percent  of  rated  capacity for the first six  months  of  1996,
compared with 89 percent for the corresponding 1995 period.


Chemicals

Chemical operations earned $413 million for the first six  months
of  1996  compared with $479 million for the similar 1995 period.
The  decrease in earnings primarily reflected lower  margins  for
olefins and purified terephthalic acid ("PTA"), the preferred raw
material for polyester. Also affecting earnings for the first six
months  of  1996 were lower sales volumes for PTA, which  were  3
percent below year-earlier levels.


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 reported net expenses after tax of
$103  million  for  the first six months of 1996,  compared  with
$137  million for the first six months of 1995. The  decrease  in
net  expenses reflected lower corporate expenses, lower  interest
on tax obligations and gains on asset dispositions, partly offset
by unfavorable currency effects.


Second Quarter 1996 vs. Second Quarter 1995

Exploration and Production - U.S.

U.S. E&P earnings were $234 million in the second quarter of 1996
compared  with 1995 second-quarter earnings of $189 million.  The
1996  increase  of $45 million primarily reflected higher  energy
prices.

Amoco's  U.S. natural gas prices for the second quarter  of  1996
averaged  approximately $1.65 per mcf, $.30  per  mcf  above  the
prior  year  quarter. Amoco's average crude oil  prices  were  up
about  $2.80  per  barrel and averaged approximately  $19.50  per
barrel  for  the  quarter. Natural gas production  increased  six
percent  to  2,559  million cubic feet per  day  for  the  second
quarter of 1996. Crude oil and NGL production was about the  same
as the second quarter of 1995.


Exploration and Production - Canada

Canadian  E&P  operations, which include supply and marketing  of
NGL,  earned  $55 million in the second quarter of 1996  compared
with  $33  million for the second quarter of 1995.  The  increase
reflected  higher  energy  prices,  partially  offset  by  higher
exploration  expenses,  and  lower  production  partly   due   to
divestments.

Amoco's Canadian natural gas prices averaged approximately  $1.05
per  mcf  for the second quarter of 1996, $.15 per mcf above  the
prior  year  quarter.  Average crude oil prices  for  the  second
quarter of 1996 increased by over $2.50 per barrel compared  with
the  second  quarter of 1995, averaging almost $19.15 per  barrel
for the quarter. Natural gas production of 815 million cubic feet
per day was about three percent lower than the prior year period.
Crude  oil  and NGL production averaged 58,000 barrels  per  day,
compared with 62,000 barrels per day a year ago.


Exploration and Production - Overseas

Overseas E&P operations earned $85 million in the second  quarter
of 1996 compared with $61 million for the second quarter of 1995.
Higher  crude oil prices and start-up of production in the Liuhua
field were the primary factors accounting for the improvement.

Crude oil and NGL production averaged 310,000 barrels per day for
the  second  quarter  1996,  and included  production  of  26,000
barrels  per  day from the Liuhua field. Natural  gas  production
increased four percent compared with the second quarter of 1995.


Petroleum Products

Petroleum  Products  activities earned  $90  million  during  the
second  quarter of 1996, compared with $104 million in the second
quarter  of 1995, reflecting lower refining margins, particularly
in aromatics, which more than offset higher marketing margins.

During  the  second quarter of 1996, U.S. refined  product  sales
averaged  1,211,000  barrels  per  day  compared  with  1,133,000
barrels per day for the prior year period. Refineries ran  at  97
percent  of rated capacity for the second quarter, compared  with
91 percent in the corresponding 1995 period.


Chemicals

Chemical operations earned $173 million in the second quarter  of
1996,  compared with $246 million for the second quarter of 1995.
The decrease in earnings for the second quarter of 1996 primarily
reflected  lower olefins margins compared with high  year-earlier
levels   and  lower  PTA  margins  and  volumes.  PTA  customers,
following   a   period   of  polyester  overproduction   and   in
anticipation  of  new  PTA  capacity,  reduced  PTA   inventories
adversely impacting results.


Corporate and Other Operations

Corporate and other operations reported net expenses after tax of
$37 million for the second quarter of 1996 compared with the 1995
net  expenses  after tax of $100 million. The decrease  reflected
lower corporate expenses, lower interest on tax obligations,  and
gains on the disposition of non-core assets.


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
savings  associated with changes in its organizational structure;
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  to
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 in 1996  compared
to 1995.

In  the  petroleum products sector, Amoco anticipates  weak  U.S.
refining margins in its marketing areas in the near term. Amoco's
marketing  strategy  will  continue to  emphasize  brand  product
quality and improve its position as a convenience retailer. Amoco
will  continue to pursue additional cost reduction  programs  and
improved asset utilization.

In  the chemical sector, while the near-term industry outlook  is
continuing to soften for commodity chemicals, Amoco expects long-
term  growth  to  exceed three percent, with  a  higher  increase
anticipated in the Asia-Pacific region. PTA average annual growth
is  expected to be seven percent over the next decade,  with  the
largest  demand  increase  expected to  be  in  the  Asia-Pacific
region,  while worldwide paraxylene ("PX") demand is expected  to
grow  about  six percent per year. Amoco's wholly  owned  500,000
metric  tons-per-year PTA plant in Malaysia went onstream in  the
second quarter of 1996. Also, Amoco recently added 350,000 metric
tons-per-year of PX capacity in Texas City, Texas.

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. Amoco and Shell  Oil  Company  signed  a
letter   of  intent  to  form  a  limited  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.

In late June, a unit of Tenneco Corporation announced that it was
seeking to acquire Amoco Foam Products Company ("Amoco Foam")  in
a transaction valued at approximately $310 million. 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.
<PAGE>
<PAGE>
Liquidity and Capital Resources

Cash flows from operating activities for the first six months  of
1996  amounted to $1,770 million compared with $1,512 million  in
the  prior-year period. Working capital was $464 million at  June
30,  1996,  compared with $716 million at December 31, 1995.  The
Corporation's  current ratio was 1.08 to  1  at  June  30,  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 $5.2 billion at June 30, 1996, compared with
$5.0  billion as of year-end 1995. Debt as a percentage of  debt-
plus-equity  was 25.0 percent at June 30, 1996, and 25.2  percent
at year-end 1995.

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").

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 June 30, 1996, bank lines  of  credit
available to support commercial paper borrowings amounted to $500
million, all of which were supported by commitment fees.

The  Corporation  also may utilize its 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 U.S. $225 million revolving 10-year
term  facility, guaranteed by Amoco and Amoco Company, to be used
for general corporate purposes. 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, for the first six months of
1996 totaled $1,958 million, excluding the Albemarle acquisition,
compared with $1,524 million for the comparable 1995 period.  The
increase  over  the  first six months of 1995  reflected  planned
increases  in spending in growth areas. Approximately 71  percent
of  the total 1996 expenditures has been spent in exploration and
production operations.

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

Item 1.  Legal Proceedings

Reference  is  made to the description of the  challenge  by  the
Internal Revenue Service ("IRS") of certain foreign income  taxes
as  credits  against  the Corporation's  U.S.  taxes  that  would
otherwise  have been payable for the years 1980 through  1989  in
Part  I, Item 3 of Amoco's 1995 Form 10-K and Part II, Item 1  of
Amoco's  Form 10-Q for the quarter ended March 31, 1996. The  Tax
Court's decision became final on July 16, 1996 and is subject  to
appeal  by  the  IRS  until  October 14,  1996.  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.

Reference  is made to the description of AMOCO CHEMICAL  COMPANY,
et  al. vs. CERTAIN UNDERWRITERS AT LLOYD'S OF LONDON, et al.  in
Part  I,  Item 3 of Amoco's 1995 Form 10-K. On June  4,  1996,  a
California  appellate  court reversed the judgment  in  favor  of
Amoco  and remanded the case for a new trial. Accordingly, it  is
impossible  at this time to predict the ultimate outcome  of  the
case.  However, it is not expected to have a material  effect  on
the liquidity or consolidated financial position of Amoco.

Fourteen  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 $7.6 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 with respect to these other suits and claims,
Amoco  believes  that,  while  the  aggregate  amount  could   be
significant, it will not be material in relation to its liquidity
or its consolidated financial position.

Item 2.  Changes in Securities
Not applicable.

Item 3.  Defaults upon Senior Securities
Not applicable.

Item 4.  Submission of Matters to a Vote of Security Holders
Not applicable.
<PAGE>
<PAGE>
Item 5.  Other Information

Shown below is summarized financial information for Amoco's
wholly owned subsidiary, Amoco Company.
                                                    
                            Three Months       Six Months
                                Ended            Ended
                               June 30,         June 30,
                           1996     1995     1996      1995
                                 (millions of dollars)
Total revenues(including                             
excise taxes)...........  $8,026   $7,195  $15,430   $13,934
Operating profit........  $  803   $  810  $ 1,702   $ 1,489
Net income..............  $  510   $  502  $ 1,108   $   948
                                                     

                                 June 30,    Dec. 31,
                                   1996        1995
                                (millions of dollars)
Current assets.................  $ 5,170     $ 5,303
Total assets...................  $27,279     $26,326
Current liabilities............  $ 4,347     $ 4,578
Long-term debt.................  $ 6,775     $ 6,785
Deferred credits...............  $ 4,509     $ 4,397
Minority interest..............  $   110     $   110
Shareholder's equity...........  $11,538     $10,456
                                             

Shown below is summarized financial information for Amoco's
wholly owned subsidiary, Amoco Canada.
                                                    
                            Three Months        Six Months
                                Ended             Ended
                               June 30,          June 30,
                           1996     1995     1996      1995
                                 (millions of dollars)
                                                      
Revenues................  $1,008   $  930   $2,041    $1,801
Net income..............  $   54   $  (25)  $  147    $  (21)
                                                      

                                 June 30,    Dec. 31,
                                   1996        1995
                                (millions of dollars)
Current assets.................. $ 1,190     $ 1,252
Total assets.................... $ 4,350     $ 4,493
Current liabilities............. $ 2,215     $ 2,494
Non-current liabilities......... $ 2,370     $ 2,381
Shareholder's deficit........... $  (235)    $  (382)
<PAGE>
<PAGE>
Shown below is summarized financial information for
Amoco's indirectly wholly owned subsidiary, Amoco
Argentina.
                                                 
                         Three Months    Six Months
                             Ended          Ended
                            June 30,       June 30,
                         1996   1995    1996     1995
                               (millions of dollars)
Revenues................ $ 79   $ 61    $154     $122
Net income.............. $ 29   $ 20    $ 56     $ 44
                                                

                                  June 30,     Dec. 31,
                                    1996         1995
                                 (millions of dollars)
Current assets..................    $ 62         $ 73
Total assets....................    $419         $389
Current liabilities.............    $ 66         $ 49
Non-current liabilities.........    $136         $113
Shareholder's equity............    $217         $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
     June 30, 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: August 12, 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)

                               Six    
                             Months
                              Ended          Year Ended December 31,
                             June 30, 
                               1996     1995     1994    1993     1992    1991
                                                                        
Determination of Income:                                                
  Consolidated earnings                                                 
    before income taxes                                                 
    and minority interest..  $1,778   $2,404   $2,491  $2,506   $  998  $2,035
  Fixed charges expensed by                                             
    consolidated companies.     198      406      316     350      376     479
  Adjustments for certain                                               
    companies accounted for                                             
    by the equity method...      25       25        7      11       28      20
                                                                        
  Adjusted earnings plus                                                
    fixed charges..........  $2,001   $2,835   $2,814  $2,867   $1,402  $2,534
                                                                        
Determination of Fixed Charges:                                        
  Consolidated interest on                                              
    indebtedness (including                                             
    interest capitalized)..  $  155   $  317   $  288  $  299   $  333  $  433
  Consolidated rental                                                   
    expense representative                                              
    of an interest factor..      49       89       23      50       44      54
  Adjustments for certain                                               
    companies accounted for                                             
    by the equity method...       5        6        5       8       20      24
                                                                        
  Total fixed charges......  $  209   $  412   $  316  $  357   $  397  $  511
                                                                        
Ratio of earnings to                                                    
  fixed charges............     9.6      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>                   6-MOS
<FISCAL-YEAR-END>                          DEC-31-1996
<PERIOD-START>                             JAN-01-1996
<PERIOD-END>                               JUN-30-1996
<CASH>                                             211
<SECURITIES>                                       621
<RECEIVABLES>                                     3203
<ALLOWANCES>                                        17
<INVENTORY>                                       1242
<CURRENT-ASSETS>                                  6066
<PP&E>                                           49871
<DEPRECIATION>                                   27100
<TOTAL-ASSETS>                                   30457
<CURRENT-LIABILITIES>                             5602
<BONDS>                                           3987
                                0
                                          0
<COMMON>                                          2624
<OTHER-SE>                                       12925
<TOTAL-LIABILITY-AND-EQUITY>                     30457
<SALES>                                          15108
<TOTAL-REVENUES>                                 16979
<CGS>                                            10815
<TOTAL-COSTS>                                    10815
<OTHER-EXPENSES>                                  3158
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                                 105
<INCOME-PRETAX>                                   1778
<INCOME-TAX>                                       450
<INCOME-CONTINUING>                               1328
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                      1328
<EPS-PRIMARY>                                     2.67
<EPS-DILUTED>                                        0
        
<PAGE>
<PAGE>

</TABLE>


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