Exhibit 5

   March 9, 1994

   Amoco Corporation
   200 East Randolph Drive
   Chicago, Illinois 60601

   Gentlemen:

   Reference  is  made to  the  proposed  offering  of  additional  interests
   ("Interests")  in the Amoco Employee  Savings Plan, formerly  known as the
   Employee Savings Plan of Amoco Corporation and Participating Companies, as
   amended and restated effective February 1,  1993 (the "Plan"), and to  the
   proposed  offering   through  the  Plan  of  additional  shares  of  Amoco
   Corporation,  an Indiana  corporation ("Amoco")  common stock  without par
   value   (the  "Shares")   to   Amoco  employees,   employees  of   certain
   participating  companies that  have  adopted the  Plan, and  certain other
   participants in the Plan.  The Trustee for the Plan and related trust (the
   "Trustee")  is  State  Street Bank  and  Trust  Company,  a trust  company
   organized under the laws of the Commonwealth of Massachusetts.

   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  Interests in  the Plan  and the Shares  under the
   Securities Act  of 1933,  as amended  (the "Act").   Amoco  has previously
   filed Registration Statement Numbers 33-42950 and 33-66170 with respect to
   the interests in the Plan and shares of Amoco common stock.

   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.

   I am of the opinion that:

   1.    Amoco is a corporation duly organized and validly existing under the
         laws of the State of Indiana.
                                       1.


   Amoco Corporation
   Page 2
   March 9, 1994



   2.    The Plan and  the Interests  therein have been  duly authorized  and
         approved  and, when issued pursuant  to the terms  and conditions of
         the Plan, such Interests will be  legally issued, full paid and non-
         assessable.

   3.    It is presently  contemplated that the Shares to  be acquired by the
         Plan will not be purchased from Amoco, but will be  purchased in the
         open market or in  other transactions not involving  Amoco.  To  the
         extent  that the Shares acquired by the Plan shall constitute Shares
         issued  by  and purchased  directly  from Amoco,  such  Shares, when
         issued  pursuant to  the terms and  conditions of  the Plan,  and as
         contemplated in the Registration  Statement, will be legally issued,
         fully paid and non-assessable.

   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

                                       2.