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, 1994 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, 1994--496,730,103.             


                                        1.

                         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,    
                                          1994     1993     1994     1993 
  Revenues:
    Sales and other operating revenues  $ 6,596  $ 6,486  $12,457  $12,719
    Consumer excise taxes.............      871      684    1,670    1,330
    Other income......................      568       55      673      119
        Total revenues................    8,035    7,225   14,800   14,168

  Costs and Expenses:
    Purchased crude oil, petroleum
      products and merchandise........    3,482    3,344    6,379    6,577
    Operating expenses................    1,260    1,168    2,390    2,416
    Petroleum exploration expenses,
      including exploratory dry holes.      163      104      277      196
    Selling and administrative expenses     695      438    1,161      957
    Taxes other than income taxes.....    1,077      889    2,068    1,756
    Depreciation, depletion, amorti-
      zation, and retirements and
      abandonments....................      575      519    1,114    1,061
    Interest expense..................       64       82      135      173
        Total costs and expenses......    7,316    6,544   13,524   13,136

  Income before income taxes..........      719      681    1,276    1,032  

  Income taxes........................      309      194      468      316 

  Net income..........................  $   410  $   487  $   808  $   716 

  Weighted average number of shares
    of common stock outstanding (in
    thousands)........................  496,650  496,819  496,548  496,683

  Per Share Data (Based on weighted
    average shares outstanding):   

  Net income..........................  $   .83  $   .98  $  1.63  $  1.44 

  Cash dividends per share............  $   .55  $   .55  $  1.10  $  1.10


                                        2.


  Consolidated Statement of Financial Position
  (millions of dollars) 
                                                      June 30,     Dec. 31,
                                                        1994         1993 
                         ASSETS       
  Current Assets:
    Cash............................................. $   102      $   103
    Marketable securities--at cost,
      which approximates fair value..................     834        1,114
    Accounts and notes receivable (less allowances
      of $65 at June 30, 1994, and $65 at
      December 31, 1993).............................   3,723        3,196
    Inventories
      Crude oil and products.........................     761          813
      Materials and supplies.........................     298          297
    Prepaid expenses and income taxes................     631          571
      Total current assets...........................   6,349        6,094
  Investments and Other Assets:
    Investments and related advances.................     362          318
    Long-term receivables and other assets...........     747          705
                                                        1,109        1,023
  Properties--at cost, less accumulated
    depreciation, depletion and amortization of
    $24,001 at June 30, 1994, and $23,204
    at December 31, 1993 (The successful efforts       
    method of accounting is followed for costs
    incurred in oil and gas producing activities)....  21,378       21,369
      Total assets................................... $28,836      $28,486
                                                      
         LIABILITIES AND SHAREHOLDERS' EQUITY
  Current Liabilities:
    Current portion of long-term obligations......... $    49      $    53
    Short-term obligations...........................     646        1,007
    Accounts payable.................................   2,547        2,473
    Accrued liabilities..............................   1,052          974
    Taxes payable (including income taxes)...........     975          836
      Total current liabilities......................   5,269        5,343

  Long-Term Debt.....................................   4,124        4,037

  Deferred Credits and Other Non-Current Liabilities:
    Income taxes.....................................   3,087        2,995
    Other............................................   2,380        2,425
                                                        5,467        5,420
  Minority Interest..................................      14           21


                                      3.


  Shareholders' Equity:
    Common stock (authorized 800,000,000 shares;
      issued and outstanding at June 30, 1994 
      --496,730,103 shares; December 31, 1993
      --496,401,099 shares)..........................   2,160        2,147
    Earnings retained and invested in the business...  11,819       11,557
    Foreign currency translation adjustment..........     (17)         (39)
                                                       13,962       13,665
      Total liabilities and shareholders' equity..... $28,836      $28,486

                                        3.


  Consolidated Statement of Cash Flows
  (millions of dollars)

                                                         Six Months Ended
                                                              June 30,    
                                                           1994      1993 

  Cash Flows From Operating Activities:
    Net income.........................................  $   808   $   716 
    Adjustments to reconcile net income to net
      cash provided by operating activities:  
      Depreciation, depletion, amortization, and
        retirements and abandonments...................    1,114     1,061
      Increase in receivables..........................     (700)      (29)
      Decrease in inventories..........................       51        25 
      Increase (decrease) in payables and accrued 
        liabilities....................................      287      (544)
      Deferred taxes and other items...................     (170)      150 
        Net cash provided by operating activities......    1,390     1,379



  Cash Flows From Investing Activities:
    Capital expenditures...............................   (1,111)   (1,235)
    Proceeds from dispositions of properties  
      and other assets.................................       97       263
    New investments, advances and business 
      acquisitions.....................................       (8)       (9)
    Proceeds from sales of investments.................      175        28
    Other..............................................        4        10
        Net cash used in investing activities..........     (843)     (943)



  Cash Flows From Financing Activities:
    New long-term obligations..........................      104       553
    Repayment of long-term obligations.................      (38)   (1,033)
    Cash dividends paid................................     (546)     (546)
    Issuances of common stock..........................       13        21
    Increase (decrease) in short-term obligations......     (361)      261 
        Net cash used in financing activities..........     (828)     (744)

  Decrease in Cash and Marketable Securities...........     (281)     (308)
  Cash and Marketable Securities-Beginning of Period...    1,217     1,288
  Cash and Marketable Securities-End of Period.........  $   936   $   980

                                        4.


  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

  Comparisons  of net income for the first six months and second quarter were
  affected by various items, summarized in the table below:

  (Millions of dollars              Six Months           Second Quarter 
  Incr./(decr.) net income)       1994       1993        1994       1993
  COET settlement                $ 270      $   -       $ 270      $   -
  Restructuring accrual           (256)         -        (256)         - 
  Congo writedown                    -       (170)          -          -  
  Tax obligations and other          -         56           -          -

  Net income for the first  six months of 1994  amounted to $808 million,  or
  $1.63  per share.  Included in first-six-months results were second-quarter
  restructuring  charges of  $256 million  after tax.   Of this  amount, $146
  million  related  to  costs  directly  associated  with  the  severance  of
  approximately  3,800 employees expected  to occur over the  next 12 months.
  The  remaining $110  million was attributable to  various facility closings
  and asset dispositions.   Current-year results also included second-quarter
  after-tax benefits of  $270 million relating to final settlements  with the
  Internal Revenue Service  involving crude oil excise taxes ("COET")  in the
  1980s.   Excluding  these items, first-six-months  1994 earnings  were $794
  million, or $1.60 per share. 

  Six-month 1993 earnings were $716 million, or $1.44 per share.  Included in
  these  results  were  after-tax  charges of  $170  million  related to  the
  writedown  of  Congo  exploration  and  production  operations  to  current
  recoverable  value, and  tax benefits  of $56  million associated  with the
  disposition of certain operations.  Excluding these items, earnings for the
  first six months of 1993 were $830 million, or $1.67 per share.

  Adjusting  both periods for these items,  earnings for the first six months
  of 1994 of $794  million were 4 percent below 1993's adjusted net income of
  $830 million.   The 1994  earnings decline mainly  resulted from  decreased
  exploration  and production earnings  due to lower crude  oil prices, which
  averaged about $3 per barrel below last year's level.  Also contributing to
  the  decline were  lower  refining, marketing  and  transportation earnings

                                        5.

  primarily attributable to lower refined product margins.  Partly offsetting
  were  improved chemical earnings, resulting from higher volumes and margins
  in major product lines, and lower net expenses in the corporate segment. 

  Second-quarter 1994  net income totaled  $410 million, or  $.83 per  share,
  compared with  $487 million, or  $.98 per  share in the  second quarter  of
  1993.   Results  for 1994  included the  previously mentioned  $256 million
  restructuring charges and the $270 million favorable COET settlement.  

  Adjusting for these items, second-quarter 1994 earnings were  $396 million,
  or  $.80  per share,  $91 million  lower  than last  year's  second quarter
  earnings of  $487 million.   Exploration  and production  earnings declined
  reflecting  lower crude oil prices worldwide, lower U.S. natural gas prices
  and  increased exploration expenses outside  the United States.   Refining,
  marketing  and  transportation  earnings  decreased  due to  lower  refined
  product  margins.  Partially offsetting  were improved chemical earnings on
  the strength of higher volumes and margins in major product lines.

  For  the 12  months ended  June 30,  1994, return on  average shareholders'
  equity was 14.1 percent compared  with 13.7 percent for the 12 months ended
  June 30, 1993.  Return on average capital employed was 10.9 percent for the
  12-month period  ended June 30,  1994, compared  with 10.7 percent  for the
  corresponding prior-year period.

  Sales and other  operating revenues totaled $12.5 billion for the first six
  months   of  1994,  slightly  below  the  $12.7  billion  reported  in  the
  corresponding 1993  period.  Crude  oil revenues decreased  15 percent  and
  refined product  revenues declined 8  percent mainly due  to lower  prices.
  Partly  offsetting were  a  23  percent increase  in natural  gas  revenues
  reflecting  higher  volumes worldwide,  and  a  16  percent improvement  in
  chemical  revenues  resulting  from higher  volumes  and  prices  for major
  product lines.   Second-quarter 1994 sales and other operating  revenues of
  $6.6 billion were slightly higher than the $6.5  billion reported in 1993's
  second quarter.    Natural  gas  revenues increased  16  percent  primarily
  reflecting higher volumes, while  chemical revenues improved 22 percent due
  to  increased  volumes and  prices.   Partly  offsetting  was an  8 percent
  decline in refined product revenues resulting from lower prices.  

  Consumer excise taxes increased 26 percent and 27 percent for the first six
  months  and second quarter of 1994, respectively, compared with last year's
  levels, reflecting  the effect of  a tax increase  on transportation  fuels
  resulting  from the enactment  of the Omnibus Budget  Reconciliation Act of
  1993.  Higher other income for both the first six months and second quarter
  of 1994  compared with the  corresponding 1993  periods primarily reflected
  the second-quarter 1994 COET settlement. 

  Purchases  of crude  oil, petroleum  products and merchandise  totaled $6.4
  billion for the first six months of 1994, 3 percent lower than 1993's first
  six  months,  primarily  attributable  to  lower  U.S.  crude  oil  prices,
  partially  offset  by  higher  natural  gas  and  refined  product volumes.
  Second-quarter  1994 purchases of  $3.5 billion were 4  percent higher than
  the comparable prior-year  quarter.  Higher crude oil, refined  product and

                                        6.


  U.S. natural gas purchase volumes were partly offset by lower crude oil and
  refined product prices.  

  Operating expenses totaled  $2.4 billion for the first  six months of 1994,
  essentially level with the corresponding 1993 period.   Second-quarter 1994
  results included restructuring  charges of $169 million related  to various
  facility  closings and asset dispositions.   Included in first-quarter 1993
  results were charges associated with the writedown of Congo exploration and
  production  operations.   Second-quarter  1994  operating  expenses were  8
  percent above  1993's second  quarter mainly reflecting  the second-quarter
  1994 restructuring charges.  

  Petroleum exploration expenses of  $277 million in the first six  months of
  1994 and  $163 million in the  second quarter of 1994  increased 41 percent
  and  57 percent,  respectively,  compared  with  prior-year  levels.    The
  increase in both periods was  mainly attributable to higher dry  hole costs
  overseas.  

  Selling and  administrative expenses for  the first six  months and  second
  quarter of 1994 were up  21 percent and 59 percent, respectively, primarily
  resulting from  second-quarter 1994  restructuring charges of  $225 million
  related  to  severance  costs.   Also  contributing  to  the second-quarter
  increase were lower foreign currency gains.  

  Taxes other  than income taxes increased  in both the first  six months and
  current  quarter  of  1994  by 18  percent  and  21 percent,  respectively,
  compared with the prior-year periods principally  due to increased consumer
  excise   taxes.     Higher  depreciation,   depletion,  amortization,   and
  retirements and abandonments in the first six months and second quarter  of
  1994 compared with 1993 resulted  in part from increased production in  the
  North Sea.   Interest expense decreased  22 percent for both  the first six
  months and  second quarter of  1994, compared with  the corresponding  1993
  periods, primarily due to the effects of 1993  debt refinancing and revised
  estimates of future tax obligations.

  Results by Industry Segment
                                     Six Months          Second Quarter 
     (Millions of dollars)         1994       1993       1994       1993
  Exploration and Production 
    United States                 $ 505      $ 483      $ 298      $ 230  
    Non-U.S.                          7        (41)       (54)        53   
  Refining, Mktg. and Trans.        159        342         55        262
  Chemicals                         196         97        106         43
  Other Operations*                (124)       (41)      (104)       (19)  
  Corporate                          65       (124)       109        (82)
    Net Income                    $ 808      $ 716      $ 410      $ 487

                           
  *    Other  Operations include  technology  operations,  offshore  contract
       drilling,  real  estate  interests, hazardous-waste  incineration  and
       other activities.

                                                7.


  U.S. Exploration and Production

  U.S. exploration  and production  operations earned $505  million and  $298
  million in the  first six months and second quarter  of 1994, respectively,
  compared  with $483  million and  $230 million  for the  corresponding 1993
  periods.   Earnings for 1994 included  second-quarter restructuring charges
  of  $47 million  primarily  related  to severance  costs, and  $90  million
  associated  with the favorable  COET settlement.  Included  in 1993 results
  were  second-quarter provisions  of $63  million for  the  estimated future
  costs of  environmental remediation  activities.  Adjusting  the respective
  periods  for these charges, both 1994  six-month and second-quarter results
  were  below the comparable  1993 periods mainly reflecting  lower crude oil
  prices and volumes.  
  Amoco's crude oil prices for the first six months of 1994 averaged about $3
  below  the  comparable 1993  period,  and for  the second  quarter  of 1994
  averaged about  $2 below the year-earlier period.  Also contributing to the
  second-quarter 1994 decline were  lower natural gas prices, which  averaged
  about $.20 per thousand cubic feet below last year's second quarter.

  Non-U.S. Exploration and Production

  Exploration and production earnings outside the U.S. totaled $7 million for
  the  first six months of  1994, compared with a loss of  $41 million in the
  comparable  1993 period.   Second-quarter  1994 exploration  and production
  operations incurred a loss of $54 million compared with second-quarter 1993
  earnings  of  $53  million.    Results  for  1994  included  second-quarter
  restructuring charges of $20 million, primarily related to severance costs.
  Included in 1993 results were first-quarter charges of $170 million related
  to the writedown  of Congo  operations.  Adjusting  both periods for  these
  items,  both  1994  six-month and  second-quarter  results  were below  the
  comparable  year-earlier  levels, reflecting  lower  crude  oil prices  and
  higher  exploration  expense.    Also  contributing to  the  decline were
  second quarter unfavorable currency  effects of $40  million  and  charges
  relating  to the  Corporation's relinquishment  of the  Myanmar concession.
  Partly  offsetting for  both  periods  were higher  production volumes  and
  natural gas prices.  

  Natural gas and crude oil  production outside the U.S. increased 5  percent
  during the first six months and 3 percent during the second quarter of 1994
  compared  with the  corresponding  1993 periods,  primarily  reflecting new
  North Sea production.

  Refining, Marketing and Transportation

  Refining, marketing  and transportation operations earned  $159 million and
  $55  million  for  the  first  six  months  and  second  quarter  of  1994,
  respectively.  This compared with earnings of $342 million and $262 million
  for  the similar periods  of 1993.   Included in 1994  results were second-
  quarter  restructuring  charges  of   $41  million,  primarily  related  to

                                                8.

  severance  costs.  Results for 1993 included second-quarter benefits of $59
  million related  to a reduction  in previous estimates of  future costs for
  environmental remediation activities.   Excluding these items, the earnings
  decline of  $83 million  in the first  six months  and $107 million  in the
  second quarter of  1994 compared with 1993 reflected lower  refined product
  margins  in the United States.  Also contributing to the decline were lower
  earnings from  natural  gas  liquids  supply and  marketing  activities  in
  Canada.  

  U.S. refined product  sales volumes  for the  first six  months and  second
  quarter of  1994 improved by  4 percent  compared with last  year's similar
  periods, mainly resulting from stronger distillate sales.

  Chemicals

  Chemical operations earned $196 million and $106  million for the first six
  months  and second quarter of 1994, respectively, compared with $97 million
  and $43  million  for the  corresponding 1993  periods.   Included in  1994
  results were second-quarter restructuring charges of $36 million, primarily
  related  to severance costs.   Excluding these charges,  both six-month and
  second-quarter 1994 earnings  were higher than the  comparable 1993 periods
  principally  due to  higher volumes  and margins  for major  product lines,
  particularly for purified terephthalic acid ("PTA").  

  Worldwide PTA sales volumes for the first six months and second quarter  of
  1994 increased 16  and 22 percent, respectively, compared with  last year's
  first  six months.  Olefins sales volumes increased 13 percent for both the
  first six months and second quarter of 1994 compared with the corresponding
  1993 periods.

  Other Operations and Corporate

  Other operations, which  include technology  operations, offshore  contract
  drilling,  real estate  interests,  hazardous-waste incineration  and other
  activities, incurred losses of $46 million for the first six months and $26
  million  for   the  second   quarter  of  1994,   excluding  second-quarter
  restructuring  charges of $78 million. The comparable results for 1993 were
  losses of $41 million and $19 million, respectively. 

  Corporate activities, including net  interest and other corporate expenses,
  reported income  of $65 million and  $109 million for the  first six months
  and second  quarter of 1994,  respectively, compared with  net expenses  of
  $124 million and  $82 million in the  corresponding 1993 periods.   Results
  for 1994 included second-quarter interest income of $180 million related to
  the COET settlement and restructuring charges of $34 million.   Included in
  the  1993 results were first-quarter tax benefits of $56 million associated
  with the disposition of certain operations.  Adjusting for these items, net
  expenses  for the first  six months  and second quarter of  1994 were lower
  than 1993  reflecting favorable  currency effects  and lower  net  interest
  expense.
   
  Outlook
                                                9.


  The Corporation  and the oil industry  will continue to be  affected by the
  price volatility of crude oil and natural gas.  Also affecting chemical and
  refining, marketing and transportation  activities are crude oil prices and
  the overall  industry product supply  and demand balance.   Amoco's  future
  performance  is expected to be impacted by ongoing cost reduction programs,
  the  divestment   of  marginal   properties  and  underperforming   assets,
  application of new technologies and new governmental regulation.

  In  July 1994,  Amoco announced  that the  organizational structure  of the
  Corporation was being changed  to improve profitability, increase operating
  flexibility  and  position the  Corporation  for  long-term  growth.    The
  Corporation's strategies  now will be  carried out by  17 business  groups.
  The three major subsidiaries have  been effectively eliminated as operating
  entities.   A  newly  created  shared services  organization  will  provide
  support service to the business  units.  As a result of  the restructuring,
  an  after-tax charge  of $256 million  was taken  in the  second quarter of
  1994.  Approximately  3,800 positions will be eliminated by  July 1995.  An
  additional 700 positions will be eliminated by the end of  1996 as a result
  of ongoing  process redesign to improve efficiencies  in support functions.
  Additional restructuring  costs of  approximately $200 million  (after-tax)
  are expected  to be  incurred  through 1996  to  reflect costs  for  system
  redesign, relocations, work consolidation  and development of new processes
  in support of the restructuring.

  Liquidity and Capital Resources

  Cash  flows from  operating activities  for the  first six  months  of 1994
  amounted  to $1,390 million,  essentially level with $1,379  million in the
  prior-year period.   Working capital  of $1,080 million  at June  30, 1994,
  increased  $329  million from  $751 million  at  December 31,  1993.   As a
  result, the Corporation's current ratio increased to 1.20 to  1 at June 30,
  1994,  from 1.14  to 1  at year-end  1993.   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  capability  or flexibility  since  the  Corporation has  ready
  access to both short-term and long-term debt markets.

  Amoco's  debt totaled $4.8  billion at  June 30,  1994, compared  with $5.1
  billion at year-end 1993.   Debt as a percent of debt-plus-equity  was 25.6
  percent at June 30, 1994, compared with 27.1 percent at year-end 1993.  

  The  Corporation believes  its  strong financial  position will  permit the
  financing of business needs and opportunities in an orderly  manner.  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, 1994, bank
  lines of credit  available to support commercial  paper borrowings amounted
  to $490  million,  all of  which were  supported by  commitment  fees.   To
  maintain  flexibility, a shelf registration  statement for $500  million in
  debt securities remains on file with the Securities and Exchange Commission
  to permit ready access to capital markets.

                                                10.


  Amoco  Oil Company, a wholly owned subsidiary of the Corporation, announced
  in April 1994 that it had signed a letter of intent to negotiate a contract
  with subsidiaries of Associates Corporation of North America ("Associates")
  whereby Associates  would issue  and process  Amoco Oil's  consumer  credit
  cards.   Associates  would become  the  grantor  of credit,  owner  of  the
  receivables   and  manager  of  credit  risks.    In  connection  with  the
  transaction, Amoco Oil Company plans to sell certain of its assets  related
  to  consumer credit cards  to Associates.   The transaction is  expected to
  close in the last half of 1994.

  Capital  and  exploration expenditures  for  the first  six months  of 1994
  totaled $1,388 million compared with $1,431 million for the comparable 1993
  period.   Over 70 percent of the total  1994 expenditures has been spent in
  exploration and production operations.  Amoco previously  announced a full-
  year capital and exploration expenditure budget of $3 billion for 1994.

  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
  Reference is made to the description of legal proceedings in Part I, Item 3
  of the Corporation's 1993 Annual Report on Form 10-K and the description of
  legal proceedings  in Part II, Item  1 of the Corporation's  Report on Form
  10-Q for the quarter ended March 31, 1994.

  With respect to the Rubicon/Amoco Production matter, the case was dismissed
  by the court on April 27, 1994.

  See  Item  6(b).   The  defendants in  the Amoco  Chemical/Amoco Reinforced
  Plastics case have filed an appeal.

  Ten proceedings instituted by governmental authorities are pending or known
  to  be contemplated  against Amoco  and certain  of its  subsidiaries under
  federal, state and 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  consolidated  cash  flows,  financial position  or  results  of

                                                11.


  operations.  Amoco  estimates that in the aggregate the  monetary sanctions
  reasonably  likely  to  be   imposed  from  these  proceedings  amount   to
  approximately $3.7 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 the aggregate amount will not
  be material in relation to 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.

  Item 5.  Other Information
      Shown below is summarized financial information as to the assets,      
      liabilities, and results  of  operations  of Amoco's wholly owned      
      subsidiary, Amoco Company.                                          
                                       Three Months        Six Months
                                          Ended              Ended 
                                         June 30,           June 30,    
                                      1994      1993     1994      1993 
                                             (millions of dollars)
      Total revenues (including
        excise taxes).............. $ 7,397   $ 6,578  $13,533   $12,874
      Operating profit............. $   596   $   738  $ 1,105   $ 1,168
      Net income................... $   561   $   509  $   938   $   786

                                               June 30, Dec. 31,
                                                 1994     1993 
                                             (millions of dollars)
      Current assets........................   $ 4,965  $ 4,383
      Total assets..........................   $24,179  $23,513
      Current liabilities...................   $ 3,910  $ 3,976
      Long-term debt........................   $ 2,055  $ 1,967
      Deferred credits......................   $ 4,469  $ 4,441
      Shareholder's equity..................   $13,745  $13,129

                                                12.


  Item 6.  Exhibits and Reports on Form 8-K
  (a)  Exhibits
                                                          Sequentially
       Exhibit                                              Numbered
       Number                                                 Page    
       12    Statement Setting Forth Computation of Ratio
             of Earnings to Fixed Charges.

  (b)  Current reports on Form 8-K dated February 8, 1994
       and April 25, 1994 were filed.  The filing of
       February 8, 1994 announced that a judgment was
       entered on January 21, 1994 for approximately $413
       million in favor of Amoco Chemical Company and
       Amoco Reinforced Plastics Company, subsidiaries of
       the Corporation, against certain underwriters and
       insurance carriers relating to wrongful refusal
       to pay for defense and settlement of product
       liability lawsuits.

       The current report on Form 8-K dated April 25, 1994
       announced that a new judgment was entered on April 15,
       1994 which revised the January 21, 1994 judgment to 
       approximately $108 million.

                                                13.


                                   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, 1994



                                             J. R. Reid                   
                                             J. R. Reid
                                             Vice President and Controller
                                             (Duly Authorized and Chief
                                              Accounting Officer)

                                                14.