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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 11-K
(Mark One)
[ X ] ANNUAL REPORT PURSUANT TO SECTION 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1997
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 15(d)
OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to
Commission file number 1-170-2
A. Full title of the plan and the address of the plan, if
different from that of the issuer named below:
AMOCO EMPLOYEE SAVINGS PLAN
B. Name of issuer of the securities held pursuant to the plan
and the address of its principal executive office:
AMOCO CORPORATION
200 East Randolph Drive
Chicago, Illinois 60601
Telephone 312-856-6111
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SIGNATURE
The Plan
Pursuant to the requirements of the Securities Exchange Act of
1934, the trustees (or other persons who administer the employee
benefit plan) have duly caused this annual report to be signed on
its behalf by the undersigned hereunto duly authorized.
AMOCO EMPLOYEE SAVINGS PLAN
By State Street Bank and Trust Company,
Plan Trustee and Administrator
Date: June 15, 1998 By Beth M. Halberstadt
Beth M. Halberstadt
Vice President
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REPORT OF INDEPENDENT ACCOUNTANTS
To the Board of Directors of Amoco Corporation
In our opinion, the accompanying statements of net assets
available for benefits (with fund information) and the related
statement of changes in net assets available for benefits (with
fund information) present fairly, in all material respects, the
net assets available for benefits of the Amoco Employee Savings
Plan at December 31, 1997 and 1996, and the changes in net assets
available for benefits for the year ended December 31, 1997, in
conformity with generally accepted accounting principles. These
financial statements are the responsibility of Amoco
Corporation's management; our responsibility is to express an
opinion on these financial statements based on our audits. We
conducted our audits of these statements in accordance with
generally accepted auditing standards which require that we plan
and perform the audits to obtain reasonable assurance about
whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial
statements, assessing the accounting principles used and
significant estimates made by management, and evaluating the
overall financial statement presentation. We believe that our
audits provide a reasonable basis for the opinion expressed
above.
Our audits were performed for the purpose of forming an opinion
on the basic financial statements taken as a whole. The
additional information included in the supplemental schedules of
reportable transactions in excess of 5% of plan assets and assets
held for investment purposes is presented for purposes of
additional analysis and is not a required part of the basic
financial statements but is additional information required by
the Employee Retirement Income Security Act of 1974 ("ERISA").
The fund information in the statement of net assets available for
benefits (with fund information) and statement of changes in net
assets available for benefits (with fund information) is
presented for purposes of additional analysis rather than to
present the net assets available for benefits and changes in net
assets available for benefits of each fund. The supplemental
schedules and fund information have been subjected to the
auditing procedures applied in the audits of the basic financial
statements, and, in our opinion, are fairly stated in all
material respects in relation to the basic financial statements
taken as a whole.
PRICE WATERHOUSE LLP
Chicago, Illinois
June 15, 1998
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AMOCO EMPLOYEE SAVINGS PLAN
STATEMENT OF NET ASSETS AVAILABLE FOR BENEFITS
(WITH FUND INFORMATION)
December 31,
1997 1996
(thousands of dollars)
Assets
Investments:
Amoco Stock Fund $ 2,341,379 $ 2,117,146
Money Market Fund 613,351 880,300
U.S. Savings Bonds 21,730 22,900
Balanced Fund 208,251 175,425
Bond Index Fund 59,668 45,815
Equity Index Fund 780,342 524,835
Total investments 4,024,721 3,766,421
Cash held for disbursement 531 2,017
Participant loans receivable 127,601 134,878
Total assets 4,152,853 3,903,316
Liabilities -- --
Net assets available for benefits $ 4,152,853 $ 3,903,316
The accompanying notes are an integral part of these statements.
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AMOCO EMPLOYEE SAVINGS PLAN
___________________________
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
(WITH FUND INFORMATION) (PAGE 1 OF 3)
For the year ended December 31, 1997
(thousands of dollars)
Amoco Money
Stock Market
Fund Fund
Additions of assets attributed to:
Employee contributions $ 63,869 $ 30,206
Employer contributions 76,404 --
Forfeitures (net) (1,710) 3,185
Realized gains on
sales of investments 72,762 --
Change in unrealized
appreciation in fair
value of investments 58,777 --
Interest and dividends 81,557 46,162
Participant loans (net) 10,620 (9,585)
Interfund transfers (net) 17,805 (146,936)
Total additions 380,084 (76,968)
Deductions of assets attributed to:
Distributions to participants (155,653) (189,970)
Administrative expenses (198) (11)
Total deductions (155,851) (189,981)
Net increase (decrease) in plan
assets during the year 224,233 (266,949)
Net assets available for
plan benefits:
Beginning of year 2,117,146 880,300
End of year $2,341,379 $613,351
The accompanying notes are an integral part of these statements.
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AMOCO EMPLOYEE SAVINGS PLAN
___________________________
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
(WITH FUND INFORMATION) (PAGE 2 OF 3)
For the year ended December 31, 1997
(thousands of dollars)
U.S. Bond Equity
Savings Index Index
Bonds Fund Fund
Additions of assets attributed to:
Employee contributions $ 1,151 $ 1,574 $ 24,511
Employer contributions -- -- --
Forfeitures (net) (138) (161) (609)
Realized gains on
sales of investments -- 608 25,548
Change in unrealized
appreciation in fair
value of investments -- 3,937 153,279
Interest and dividends 1,429 72 1,125
Participant loans (net) (159) 191 (4,901)
Interfund transfers (net) (1,726) 11,507 108,804
Total additions 557 17,728 307,757
Deductions of assets attributed to:
Distributions to participants (1,727) (3,792) (52,073)
Administrative expenses -- (83) (177)
Total deductions (1,727) (3,875) (52,250)
Net increase (decrease) in plan
assets during the year (1,170) 13,853 255,507
Net assets available for
plan benefits:
Beginning of year 22,900 45,815 524,835
End of year $21,730 $59,668 $780,342
The accompanying notes are an integral part of these statements.
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AMOCO EMPLOYEE SAVINGS PLAN
___________________________
STATEMENT OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
(WITH FUND INFORMATION) (PAGE 3 OF 3)
For the year ended December 31, 1997
(thousands of dollars)
Cash
Disbursement
Account and
Balanced Participant
Fund Loans Total
Additions of assets attributed to:
Employee contributions $ 8,413 $ -- $ 129,724
Employer contributions -- -- 76,404
Forfeitures (net) (567) -- --
Realized gains on
sales of investments 7,863 -- 106,781
Change in unrealized
appreciation in fair
value of investments 21,097 -- 237,090
Interest and dividends 1,379 608 132,332
Participant loans (net) 459 3,375 --
Interfund transfers (net) 10,546 -- --
Total additions 49,190 3,983 682,331
Deductions of assets attributed to:
Distributions to participants (15,705) (10,546) (429,466)
Administrative expenses (659) (2,200) (3,328)
Total deductions (16,364) (12,746) (432,794)
Net increase (decrease) in plan
assets during the year 32,826 (8,763) 249,537
Net assets available for
plan benefits:
Beginning of year 175,425 136,895 3,903,316
End of year $208,251 $ 128,132 $4,152,853
The accompanying notes are an integral part of these statements.
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AMOCO EMPLOYEE SAVINGS PLAN
_______________________
NOTES TO FINANCIAL STATEMENTS
1. Description of the Plan:
Amoco Corporation (the "Company") established the Amoco
Employee Savings Plan (the "Plan") effective July 1, 1955. The
Plan was amended and restated effective July 1, 1996. The Plan
includes all approved companies of the controlled group of
corporations included in the consolidated Federal income tax
return of the Company. The purpose of the Plan is to encourage
employees in the regular savings of a part of their earnings and
to assist them in accumulating additional security for their
retirement. The Plan provides that both employee and Company
contributions will be held in a trust by an independent trustee
for the benefit of participating employees. State Street Bank and
Trust Company ("State Street Bank") is the Trustee and Plan
Administrator of the Plan. The Company reserves the right to make
any changes to or terminate the Plan. The Plan is subject to the
provisions of the Employee Retirement Income Security Act of 1974
("ERISA").
Under the Plan, participating employees may contribute up to
a certain percentage of their qualified pay on a pre-tax and/or
after-tax basis. A specified portion of the employee
contribution, up to a maximum of 7 percent, effective January
1998, is matched by the Company in the form of contributions to
the Amoco Stock Fund. Prior to the January increase, the maximum
employee contribution matched by the Company was 6 percent.
There were 28,257 participants of the various companies in
the Plan at December 31, 1997, of which 25,193 were current
employees. Participants are fully vested in their participant
contribution accounts. Vesting in Company contribution accounts
is dependent upon specific criteria as described in the Plan
document. Forfeited Company contributions may be used to reduce
matching Company contributions or to offset administrative
expenses of the Plan.
All reasonable and necessary Plan administrative expenses
are paid out of the Plan trust or paid by the Company. Generally,
fees and expenses related to investment management of each fund
are paid out of the respective funds. As a result, the returns
on those investments are net of the fees and expenses of the
managers of those funds and certain other brokerage commissions
and other fees and expenses incurred in connection with those
investment elections. Fees and expenses associated with U.S.
Savings Bonds are paid as costs and expenses of the Plan.
Participating Company contributions are invested by the
Trustee in the Amoco Stock Fund. Each participating employee may
direct that any or all cash consisting of his contributions and
income credited to his accounts shall be invested or held by the
Trustee in one or more of the following investment funds: Amoco
Stock Fund, Money Market Fund, U.S. Savings Bonds, Balanced Fund,
Bond Index Fund, or Equity Index Fund.
NOTES TO FINANCIAL STATEMENTS (continued)
Amoco Stock Fund
Most Amoco Stock Fund contributions are used by the Trustee
to purchase shares of Company common stock. The balance is held
as cash or can be used to purchase short-term investments and
other public and private debt, equity, and derivative securities
(including options and futures contracts). There were no
investments in derivative securities during the year ended
December 31, 1997. The Trustee, as directed by the fund manager,
makes purchases and sales of securities on the open market, in
privately negotiated transactions, or otherwise. From time to
time the Plan also borrows funds as necessary, through available
lines of credit totaling $200 million, from one or more financial
institutions on a short-term basis at market rates to provide
sufficient liquidity to the Amoco Stock Fund. The assets of the
Amoco Stock Fund are used as security for such loans. There were
no borrowings on these lines of credit during the year ended
December 31, 1997.
The percentage of assets of the Amoco Stock Fund in
investments other than Company common stock under normal
circumstances is less than 5 percent. However, this figure may
change as transactions are made and may be substantially higher
or lower at a given time. The percentage of assets of the Amoco
Stock Fund in investments other than Company common stock,
primarily consisting of cash equivalents, at year-end December
31, 1997 was 2 percent.
Shares of common stock held in the fund and dividends and
other distributions on common stock are not specifically
allocated to participant accounts. Instead, each participant's
investment in the Amoco Stock Fund is based on the proportion of
his or her investment in the fund to that of all Plan
participants. Participants' balances in the Amoco Stock Fund are
denominated in "units." The value of a unit upon the
establishment of the Amoco Stock Fund at October 1, 1991 was
$10.00. The value of a unit fluctuates in response to various
factors including, without limitation, the price of and dividends
paid on common stock, earnings and losses on other investments in
the fund and the mix of assets in the fund among Amoco common
stock and other investments. At December 31, 1997 there were
113,556,958 units in the fund at a unit value of $20.62. The
manager of the Amoco Stock Fund is State Street Global Advisors,
the investment management unit of State Street Bank.
Money Market Fund
Amounts invested in the Money Market Fund are held in the
U.S. Cash Management Fund for Directed Trusts ("Cash
Management Fund")of the Brinson Trust Company Collective
Investment Trust for Pension and Profit Sharing Trusts (the
"Brinson Collective Trust"). The types of investments the Brinson
Collective Trust may invest in include U.S. Treasury obligations,
commercial paper, bank deposits, certificates of deposit, bonds,
debentures, publicly available money market funds, loan
participation and other obligations; provided that no more than
20 percent of the value of the Brinson Collective Trust may be
invested in longer-term investments. As of December 31, 1997, the
fund was invested primarily in cash equivalents. The manager of
the Money Market Fund is Brinson Partners, Inc. of Chicago. The
fund manager is responsible for the selection of securities to be
purchased for the Money Market Fund.
U.S. Savings Bonds
Participant contributions in U.S. Savings Bonds are invested
by the Trustee in the most recent offering issued by the U.S.
Treasury. Contributions are held in participants' accounts until
they are invested in U.S. Savings Bonds. This participant option
will be closed to new contributions effective mid-year 1998.
Balanced Fund
The Balanced Fund is a diversified fund which offers
investors a mixture of stocks and bonds. The fund is balanced by
an exposure to the equity markets of approximately 60 percent and
an exposure to the fixed income markets of approximately 40
percent. The equity component includes exposure to both the
domestic and international markets. For additional liquidity, a
portion of the Balanced Fund is invested in State Street Bank's
Short- Term Investment Fund composed of various short-term
financial instruments. A small portion of the Balanced Fund is
held in derivative instruments to manage its currency and market
exposures. State Street Global Advisors Inc., a subsidiary of
State Street Bank, is the investment manager of the Balanced
Fund. At December 31, 1997 there were 16,554,811 units in the
fund at a unit value of $12.58.
Bond Index Fund
The Bond Index Fund is invested primarily in Bankers Trust
Company's commingled BT Pyramid Broad Market Index Fund ("BT
Broad Market Fund"). The BT Broad Market Fund is part of the BT
Pyramid Trust of Bankers Trust Company, of which Bankers Trust
Company is the trustee. A small portion of the Bond Index Fund
may be held in money market and other short-term instruments and
U.S. Treasury futures contracts for liquidity purposes. The
investment manager of the Bond Index Fund is Bankers Trust
Company. At December 31, 1997 there were 10,708,036 units in the
fund with a unit value of $5.57.
Equity Index Fund
The Equity Index Fund is invested primarily in the BT
Pyramid Equity Index Fund. The BT Pyramid Equity Index Fund is
part of the BT Pyramid Trust of Bankers Trust Company. A small
portion of the Equity Index Fund is invested in short-term
investments and derivative instruments, such as the S&P 500
futures contracts, for liquidity
NOTES TO FINANCIAL STATEMENTS (continued)
purposes. The Equity Index Fund is managed by Bankers Trust
Company. At December 31, 1997 there were 21,076,487 units in the
fund at a unit value of $37.02.
2. Summary of Significant Accounting Policies:
Method of Accounting
The financial statements of the Plan are prepared under the
accrual method of accounting.
Estimates
The preparation of financial statements in conformity with
generally accepted accounting principles requires estimates and
assumptions that affect certain reported amounts. Actual results
may differ in some cases from the estimates.
Investment Valuation
Common stock of the Company is valued at the closing market
price on the New York Stock Exchange. Common stock in other
funds is also valued at market prices. Series "EE" Bonds are
valued at the current redemption value prescribed by U.S.
Treasury Department regulations. Interests in the Money Market
Fund are valued at cost, which approximates market value.
Realized gains and losses are recognized upon the disposition of
investments by comparing the proceeds, or market value, to the
average cost (see Note 5).
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NOTES TO FINANCIAL STATEMENTS (continued)
3. Investments:
The composition of various savings plan funds as of December
31, 1997 and 1996 was as follows:
December 31,
1997 1996
(thousands of dollars)
Amoco Stock Fund
Amoco Corporation common stock, at
market value*; 26,931,990 shares
and 25,845,217 shares, respectively
(cost -- $1,813,391 and $1,510,953,
respectively) $2,292,586 $2,080,540
Cash equivalents 50,023 37,238
Interest, dividends, and other
receivables (payables) (1,230) (632)
Total 2,341,379 2,117,146
Money Market Fund
Cash equivalents 608,489 873,480
Interest and other receivables 4,862 6,820
Total 613,351 880,300
U.S. Savings Bonds
Series "EE" Bonds, $50-$100
denomination, at redemption value;
665,162 units and 720,681 units,
respectively (cost -- $16,691 and
$18,091, respectively) 21,667 22,826
Cash equivalents 63 74
Total 21,730 22,900
* Amoco Corporation common stock share information is listed
before the 2-for-1 stock split effective March 31, 1998.
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NOTES TO FINANCIAL STATEMENTS (continued)
3. Investments: (continued)
December 31,
1997 1996
(thousands of dollars)
Balanced Fund
S&P 500 Index Fund with Futures,
at market value; 464,449 and
567,449 units, respectively (cost --
$49,595 and $48,750, respectively) 73,966 67,756
Daily Bond Market Fund, at market
value; 4,603,132 and 3,713,230
units, respectively (cost --
$61,437 and $45,904, respectively) 69,369 51,012
Daily EAFE Fund, at market
value; 3,103,876 and 2,330,026 units,
respectively (cost -- $37,686 and
$26,614, respectively) 39,633 29,328
S&P Midcap Index Fund, at market value;
239,715 and 296,012 units,
respectively (cost -- $6,407 and
$6,549, respectively) 8,523 7,961
Short-Term Investment Fund 16,815 19,362
Interest, dividends, and other
receivables (payables) (55) 6
Total 208,251 175,425
Bond Index Fund
BT Broad Market Fund, at market
value; 29,091,493 and 24,629,576
units, respectively (cost --
$52,084 and $41,429, respectively) 58,536 45,163
Liquid Asset/Bond Index Fund, at
market value; 569,110 and 565,414
units, respectively (cost -- $569
and $565, respectively) 569 565
Interest, dividends, and other
receivables (payables) 563 87
Total 59,668 45,815
Equity Index Fund
BT Pyramid Equity Index Fund, at
market value; 337,310 and 297,329
units, respectively (cost --
$525,680 and $389,847, respectively) 765,502 505,403
Liquid Asset Mutual Fund, at
market value; 17,996,992 and 18,997,795
units, respectively (cost -- $17,997
and $18,998 respectively) 17,997 18,998
Interest, dividends, and other
receivables (payables) (3,157) 434
Total 780,342 524,835
Total Investments $4,024,721 $3,766,421
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NOTES TO FINANCIAL STATEMENTS (continued)
4. Participant Loans:
Participants are eligible to borrow from their account
balances in the Plan. Loans are made in the form of cash and the
amount may not exceed the lesser of 50 percent of the market
value of the total vested accounts or $50,000 less the highest
loan balance outstanding during the preceding twelve months. The
participant must execute a promissory note to take out a loan.
Interest rates are fixed for the duration of the loan and charged
on the unpaid balance. The interest rate charged is the prime
rate as reported by the Wall Street Journal on the next to the
last business day of the month preceding the month the
participant applies for the loan. Repayment of loan principal
and interest is generally made by payroll deductions and credited
to the participant's accounts.
5. Sales, Redemptions, and Distributions of Securities:
The aggregate of income realized from sales, redemptions,
and distributions of securities in participants' accounts for the
year ended December 31, 1997 was as follows:
Average Gains
Securities Proceeds Cost Realized
(thousands of dollars)
Amoco Stock Fund $ 698,611 $ 625,849 $ 72,762
Bond Index Fund 18,880 18,272 608
Equity Index Fund 189,846 164,298 25,548
Balanced Fund 97,855 89,992 7,863
Total $1,005,192 $ 898,411 $ 106,781
Average cost is calculated as the weighted average of the
fair value of the disposed securities at the beginning of the
year or acquisition cost if acquired during the year.
6. Taxes:
In August 1995 the Company received a ruling from the
Internal Revenue Service that the Plan qualifies under section
401(a) of the Internal Revenue Code. The Company reserves the
right to make any amendment necessary to maintain the
qualification of the Plan and Trust.
The Plan has been amended subsequent to August 1995 and the
Plan Administrator and Trustee believe that the Plan is being
operated in compliance with applicable requirements of the
Internal Revenue Code.
NOTES TO FINANCIAL STATEMENTS (continued)
7. Unrealized Appreciation on Investments:
Unrealized appreciation on investments held, expressed in
thousands of dollars, amounted to $237,090 during 1997. This
amount has been reflected in the statement of changes in net
assets available for benefits (with fund information) for the
period. Such amounts were computed in a manner similar to that
discussed in Note 5 for computing realized income from sales,
redemptions and distributions to securities.
8. Withdrawals and Forfeitures:
Distributions to participants are reported at market value
at the date of distribution. For the year ended December 31,
1997, the balance of participants' accounts withdrawn, expressed
in thousands of dollars, totaled $432,651. Disbursements in cash
or securities in settlement of such accounts amounted to
$429,466. The difference of $3,185 represented the total amount
of participating Company contributions forfeited during that
period. During the year and in accordance with the Plan
document, the Company elected to fund $5,114 of employer
contributions from forfeitures held in the money market fund.
There were no similar transactions in 1996.
9. Additional Plan Investment Options:
Three new Plan investment options are to be introduced at
mid-year 1998, a Small-Cap Equity Index Fund, a Mid-Cap Equity
Index Fund and an International Equity Index Fund.
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AMOCO SAVINGS PLAN
FORM 5500 FOR PLAN YEAR 1997
Line 27a -- Schedule of Assets Held for Investment Purposes
<TABLE>
<CAPTION>
(b) (c) (d) (e)
CURRENT
IDENTITY OF ISSUE DESCRIPTION OF ASSETS RATE COST VALUE
(thousands
of dollars)
<S> <C> <C> <C> <C>
* Amoco Corporation Amoco Corporation Common Stock $1,813,391 $2,292,586
U.S. Government U.S. Govt. Series EE - Bonds $ 16,691 $ 21,667
Bankers Trust Company BT Pyramid Broad Market Index Fund $ 52,084 $ 58,536
Bankers Trust Company Liquid Asset/Bond Index Fund $ 569 $ 569
Bankers Trust Company BT Pyramid Equity Index Fund $ 525,680 $ 765,502
Bankers Trust Company Liquid Asset Mutual Fund $ 17,997 $ 17,997
* State Street Bank and
Trust Company Daily Bond Market Fund $ 61,437 $ 69,369
* State Street Bank and
Trust Company Daily EAFE Fund $ 37,686 $ 39,633
* State Street Bank and
Trust Company S&P 500 Index Fund with Futures $ 49,595 $ 73,966
* State Street Bank and
Trust Company S&P Midcap Index Fund $ 6,407 $ 8,523
Brinson Trust Company U.S. Cash Management Fund $ 608,489 $ 608,489
* State Street Bank and
Trust Company Short-Term Investment Fund $ 66,901 $ 66,901
* Participant Loans 8.25% - -0- $ 127,601
8.5%
* Party in Interest Transactions
</TABLE>
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AMOCO EMPLOYEE SAVINGS PLAN
FORM 5500 FOR PLAN YEAR 1997
Line 27d -- Schedule of Reportable Transactions, In Excess of 5% of Plan Assets
<TABLE>
<CAPTION>
Number Value of Cost of Gain/Loss on
of
Transa Transactions Transactions Transactions
ctions
Identity of Description of Pur- Pur-
Party Involved Assets chases Sales Purchases Sales Purchases Sales chases Sales
(thousands
of
dollars)
<C> <S> <S> <S> <S> <S> <S> <S> <S>
Amoco Corporation Common Stock 222 $ 779,118 $ 779,118 N/A
298 $698,611 $476,612 $221,999
Brinson Trust U.S. Cash 118 $ 540,344 $ 540,344 N/A
Company Management Fund 144 $805,335 $805,335 N/A
State Street Bank Short-Term 310 $ 862,386 $ 862,386 N/A
& Trust Company Investment Fund 369 $852,159 $852,159 N/A
Bankers Trust BT Pyramid Equity 123 $ 271,118 $ 271,118 N/A
Company Index Fund 86 $189,846 $136,866 $ 52,980
Bankers Trust BT Liquid Asset 764 $ 500,605 $ 500,605 N/A
Company Fund 688 $501,602 $501,602 N/A
</TABLE>
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Exhibit 23
AMOCO EMPLOYEE SAVINGS PLAN
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in the
Registration Statement on Form S-8 No. 333-26145 of the Amoco
Employee Savings Plan of our report dated June 15, 1998 appearing
in this Form 11-K.
PRICE WATERHOUSE LLP
Chicago, Illinois
June 15, 1998
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