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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON May 29, 1997
REGISTRATION NO. 33-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
Under
The Securities Act of 1933
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)
1991 INCENTIVE PROGRAM OF AMOCO CORPORATION
AND ITS PARTICIPATING SUBSIDIARIES
(Full title of the Plan)
S. F. Gates, Corporate Secretary
Amoco Corporation
200 East Randolph Drive
Chicago, Illinois 60601
(Name and address of agent for service)
(312)-856-6111
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
Proposed Proposed Amount
Title of maximum maximum of
securities offering aggregate regis-
to be Amount to be price per offering tration
registered registered(1) share(2) price(2) fee(2)
Common Stock,
without par 14,000,000 $88.00 $1,232,000,000 $373,333
value ...... shares
(1) Pursuant to Rule 416(a) under the Securities Act of 1933, as
amended, this Registration Statement registers such indeterminate
number of additional shares as may be issuable under the Plan in
connection with share splits, share dividends or similar
transactions.
(2) Estimated pursuant to Rule 457(h) under the Securities Act
of 1933, as amended, solely for the purpose of calculating the
registration fee based on the average of the high and low prices
for Amoco Corporation common stock as reported on the New York
Stock Exchange, Inc. Composite Transactions Reporting System on
May 22, 1997.
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Registration Statement on Form S-8
under the
Securities Act of 1993
of
Amoco Corporation
The contents of Registration Statement Numbers 33-40099 and
33-52575 under the Securities Act of 1933 of Amoco Corporation
are incorporated herein by reference.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 8 Exhibits.
The undersigned Registrant hereby files the exhibits
identified on the Exhibit Index included as part of this
Registration Statement.
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SIGNATURES
THE REGISTRANT
Pursuant to the requirements of the Securities Act of 1933,
the Registrant certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on Form
S-8 and has duly caused this Registration Statement to be signed
on its behalf by the undersigned, thereunto duly authorized, in
the City of Chicago, State of Illinois, on May 29, 1997.
AMOCO CORPORATION
(Registrant)
By: JOHN L. CARL
John L. Carl
Executive Vice President
Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed below by the
following persons in the capacities indicated on May 29, 1997.
Signatures Titles
H. L. FULLER* Chairman of the Board and Director
H. L. Fuller (Principal Executive Officer)
W. G. LOWRIE* President and Director
W. G. Lowrie
JOHN L. CARL* Executive Vice President and Chief
John L. Carl Financial Officer
(Principal Financial Officer)
JUDITH G. BOYNTON* Vice President and Controller
Judith G. Boynton (Principal Accounting Officer)
DONALD R. BEALL* Director
Donald R. Beall
RUTH BLOCK* Director
Ruth Block
JOHN H. BRYAN* Director
John H. Bryan
ERROLL B. DAVIS, JR.* Director
Erroll B. Davis, Jr.
RICHARD FERRIS* Director
Richard J. Ferris
F. A. MALJERS* Director
F. A. Maljers
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Signatures Titles
ARTHUR C. MARTINEZ* Director
Arthur C. Martinez
WALTER E. MASSEY* Director
Walter E. Massey
MARTHA R. SEGER* Director
Martha R. Seger
THEODORE M. SOLSO* Director
Theodore M. Solso
MICHAEL WILSON* Director
Michael Wilson
*By
JOHN L. CARL Individually and as Attorney-in-
John L. Carl Fact
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INDEX TO EXHIBITS
Exhibit
Number Exhibit
5 Opinion of J. E. Klewin, including consent
23 Consent of Price Waterhouse LLP
24 Powers of Attorney are incorporated by
reference to Exhibit 24 to the registrant's
Annual Report on Form 10-K for the period
ended December 31, 1995 and the registrant's
Annual Report on Form 10-K for the period
ended December 31, 1996.
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Amoco Corporation
Law Departement
[LOGO] Mail Code 2106
200 East Randolph Drive
Post Office Box 87703 (60680-0703)
Chicago, Illinois 60601-7125
312-856-7047
Facsimile: 312-856-4091
Jane E. Klewin
Attorney Exhibit 5
May 29, 1997
Amoco Corporation
200 East Randolph Drive
Chicago, Illinois 60601
Gentlemen:
Reference is made to the proposed offering by Amoco Corporation,
an Indiana corporation ("Amoco") of additional shares of Amoco
common stock without par value in connection with the 1991
Incentive Program of Amoco Corporation and its Participating
Subsidiaries ("1991 Program"). The 1991 Program provides for
awards in any one year of up to .9% of Amoco's outstanding shares
of common stock without par value ("Shares"), subject to certain
adjustments as described in the 1991 Program.
I am familiar with the Form S-8 Registration Statement (the
"Registration Statement") that Amoco is filing with the
Securities and Exchange Commission to register Shares under the
Securities Act of 1933, as amended (the "Act"). Amoco has
previously filed Registration Statement Numbers 33-40099 and 33-
52575 with respect to the 1991 Program.
I have examined:
(a) a certified copy of the Articles of Incorporation of Amoco
and all amendments thereto;
(b) the By-laws of Amoco;
(c) the Minutes of the Meetings of the Stockholders and the
Board of Directors of Amoco and committees thereof that are
relevant to matters contained in this opinion; and I have
made such other investigation and examined such other documents
as I have deemed necessary for the purpose of giving the
opinion herein stated; and
(d) the official text of the 1991 Program.
I am of the opinion that:
1. Amoco is a corporation duly organized and validly existing
under the laws of the State of Indiana.
2. Amoco has full power to issue Shares to employees and to
sell Shares to optionees under and in accordance with the
1991 Program; and the Shares, when so issued and sold under
the terms of and in accordance with the Articles of
Incorporation and By-laws of Amoco and the provisions of the
1991 Program, will be duly issued and outstanding shares of
common stock of Amoco, fully paid and non-assessable.
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Amoco Corporation
Page 2
May 29, 1997
The foregoing opinion is limited to the Federal laws of the
United States and the Indiana Business Corporation Law, and I am
not expressing any opinion as to the effect of the laws of any
other jurisdiction. I hereby consent to the use of the foregoing
opinion as an exhibit to the Registration Statement and to the
use of my name in the Registration Statement. In giving such
consent I do not hereby admit I am in the category of persons
whose consent is required under Section 7 of the Act.
Very truly yours,
Jane E. Klewin
Attorney
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Exhibit 23
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this
Registration Statement on Form S-8 of our report dated February
25, 1997 appearing in Item 8 of Amoco Corporation's Annual Report
on Form 10-K for the year ended December 31, 1996.
PRICE WATERHOUSE LLP
Chicago, Illinois
May 29, 1997
