SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C. 20549
                                  Form 10-K
                ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
            OF THE SECURITIES EXCHANGE ACT OF 1934 Fee Required

             For the fiscal year ended December 31, 1994 or

              TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)
           OF THE SECURITIES EXCHANGE ACT OF 1934 No Fee Required

          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)

   Registrant's telephone number including area code:      312-856-6111
                                              
   Securities registered pursuant to Section 12(b) of the Act:

                                             Name of each exchange
            Title of each class               on which registered
   Common Stock, without par value          New York, Chicago, Pacific,
                                            Toronto, Basel, Geneva,
                                            Lausanne and Zurich Stock
                                            Exchanges
   Guarantee of Amoco Company:
     8 5/8% Debentures Due 2016             New York Stock Exchange

        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,  and (2)  has been
   subject  to such  filing requirements  for the  past 90  days:   Yes   X 
   No      .
        Indicate  by check mark if disclosure  of delinquent filers pursuant
   to Item 405  of Regulation S-K is not  contained herein, and will  not be
   contained, to the best of registrant's knowledge, in definitive proxy  or
   information statements incorporated by reference in Part III of this Form
   10-K or any amendment to this Form 10-K:   X  
        Aggregate market value of voting stock held by non-affiliates as  of
   January 31,  1995, based  on  a closing  price of  $58 was  approximately
   $28,700,000,000.
        Number  of common  shares outstanding  as of  January 31,  1995, was
   495,449,383 shares.

                   DOCUMENTS INCORPORATED BY REFERENCE
                  Proxy Statement dated March 13, 1995.
 

                                AMOCO CORPORATION
                                               
                                      INDEX

                                                                        Page
    PART I
     Items 1. and 2. Business and Properties
       Exploration and Production   . . . . . . . . . . . . . . . . . .    4
       Reserves   . . . . . . . . . . . . . . . . . . . . . . . . . . .   11
       Oil and Gas Sales Commitments  . . . . . . . . . . . . . . . . .   11
       Refining   . . . . . . . . . . . . . . . . . . . . . . . . . . .   12
       Transportation   . . . . . . . . . . . . . . . . . . . . . . . .   12
       Marketing of Petroleum Products  . . . . . . . . . . . . . . . .   13
       Chemicals  . . . . . . . . . . . . . . . . . . . . . . . . . . .   14
       Other Operations   . . . . . . . . . . . . . . . . . . . . . . .   15
       Research   . . . . . . . . . . . . . . . . . . . . . . . . . . .   16
       Employees  . . . . . . . . . . . . . . . . . . . . . . . . . . .   17
       Competition  . . . . . . . . . . . . . . . . . . . . . . . . . .   17
       Government Regulation  . . . . . . . . . . . . . . . . . . . . .   17
       Environmental Protection   . . . . . . . . . . . . . . . . . . .   18
       Executive Officers of the Registrant   . . . . . . . . . . . . .   19
     Item 3. Legal Proceedings  . . . . . . . . . . . . . . . . . . . .   20
     Item 4. Submission of Matters to a Vote of Security Holders  . . .   21
    PART II
     Item 5. Market for the Registrant's Common Equity and Related
     Stockholder Matters  . . . . . . . . . . . . . . . . . . . . . . .   22
     Item 6. Selected Financial Data  . . . . . . . . . . . . . . . . .   23
     Item 7. Management's Discussion and Analysis of Financial Condition
     and Results of Operations  . . . . . . . . . . . . . . . . . . . .   24
     Item 8. Financial Statements and Supplemental Information  . . . .   36
     Item 9. Changes in and Disagreements with Accountants on Accounting       
     and Financial Disclosure   . . . . . . . . . . . . . . . . . . . .   79
    PART III
     Item 10. Directors and Executive Officers of the Registrant  . . .   79
     Item 11. Executive Compensation  . . . . . . . . . . . . . . . . .   79
     Item 12. Security Ownership of Certain Beneficial Owners and
     Management   . . . . . . . . . . . . . . . . . . . . . . . . . . .   79
     Item 13. Certain Relationships and Related Transactions  . . . . .   79
    PART IV
     Item 14. Exhibits, Financial Statements Schedules, and Reports on Form
     8-K  . . . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   79













                                        2

                                AMOCO CORPORATION
                                 _______________

                                     PART I

   Items 1. and 2.  Business and Properties

        Amoco  Corporation was incorporated  in Indiana in 1889  and has its
   principal executive offices at 200 East Randolph Drive, Chicago, Illinois
   60601.  Amoco Corporation is a parent corporation concerned with  overall
   policy guidance,  financing, coordination of operations,  staff services,
   performance evaluation and planning for its subsidiaries.

        Amoco   Corporation  and   its  consolidated   subsidiaries  (herein
   collectively  also called  "Amoco"  or the  "Corporation") form  a  large
   integrated petroleum  and chemical enterprise.  There are three principal
   wholly  owned subsidiaries.   These  subsidiaries  and the  businesses in
   which they are engaged are summarized below:

      Amoco Production Company  . Exploration, development and production
                                  of crude oil, natural gas, and natural
                                  gas liquids, and marketing of natural
                                  gas.
      Amoco Oil Company . . . . . Refining, marketing and transporting of
                                  petroleum and related products.
      Amoco Chemical Company  . . Manufacture and sale of chemical
                                  products.

        Amoco Company,  a wholly  owned subsidiary of Amoco  Corporation, is
   the holding  company for these  three subsidiaries  and substantially all
   other petroleum  and chemical operating subsidiaries  except Amoco Canada
   Petroleum Company Ltd.  ("Amoco Canada"), which is wholly owned  by Amoco
   Corporation.   Amoco  Corporation has  guaranteed the  outstanding public
   debt  obligations of  Amoco  Company.   Summarized  financial information
   relating to Amoco  Company is  disclosed in Note 22  to the  Consolidated
   Financial  Statements.     Amoco  Corporation  and   Amoco  Company  have
   guaranteed certain  debt  issues of  Amoco Canada.   See  Note  9 to  the
   Consolidated Financial Statements.

        In 1994, a major  restructuring occurred that effectively eliminated
   the role  of the three principal subsidiaries as operating entities.  The
   new organization  is structured  around 17 business  groups divided  into
   three  sectors  -  exploration  and  production, petroleum  products  and
   chemicals.   The Exploration and Production  Sector ("E&P") includes U.S.
   Operations, International  Operations,  Canada,  Natural  Gas,  Worldwide
   Exploration,  Eurasia and E&P Technology.   The Petroleum Products Sector
   includes Refining,  Marketing,  Supply and  Logistics  and  International
   Business Development.  The  Chemicals Sector includes Chemical Feedstocks
   (aromatics,  paraxylene,  olefins and  styrene),  Chemical  Intermediates
   (purified terephthalic  acid ("PTA") and  industrial chemicals), Polymers
   (polypropylene,  polystyrene, engineering  polymers and  carbon  fibers),
   Fabrics and  Fibers, Foam  Products and Development  and Diversification.
   The  sectors generally follow  the manner in which  business segments are

                                        3

   reported.   The refining,  marketing and transportation  business segment
   includes  the  petroleum  products  sector  and  the  transportation  and
   wholesale marketing  of natural gas liquids  ("NGL") and domestic natural
   gas.

        Selected financial  information by  industry segment and  geographic
   area for the three years ended December 31, 1994, is presented in Note 23
   to the Consolidated Financial Statements. 

                              WORLDWIDE OPERATIONS

   Exploration and Production

        Amoco is actively  engaged in exploration for oil and gas in onshore
   and offshore  areas of the  United States, Canada  and various  countries
   outside  North America.    United States  offshore efforts  are conducted
   primarily in the Gulf of  Mexico in both shallow and deep water.  Foreign
   exploration activities are carried out primarily in the Alberta Basin  of
   Canada, the North  Sea (United Kingdom, Norway and the  Netherlands), the
   Gulf of Suez and Nile delta (Egypt), the Arabian Peninsula (Sharjah, Oman
   and Yemen), West Africa (Gabon and Nigeria), Europe (Poland and Romania),
   Australia,  China, New  Zealand, South  America (Argentina,  Colombia and
   Venezuela) and Trinidad.

        Amoco's U.S. production of  crude oil, condensate, NGL, and  natural
   gas  is principally  in  the  states of  Texas, Wyoming,  Louisiana,  New
   Mexico, Colorado, Kansas,  Oklahoma and Alaska, and offshore in  the Gulf
   of Mexico.  Principal foreign oil and gas production is located in Egypt,
   Trinidad, Canada, Sharjah, United Kingdom, Argentina, the Netherlands and
   Norway.

        Worldwide net production of liquid hydrocarbons in  1994 was 668,000
   barrels per day, 1 percent below 1993.   United States liquids production
   was 292,000 barrels per day in 1994, 4 percent below 1993.   The decrease
   in  U.S. liquids  production primarily  reflected normal  field declines.
   Worldwide  net production of natural gas increased 2 percent in 1994.  In
   the U.S., natural gas production  was up 3 percent to 2,520 million cubic
   feet  per day  as  a  result of  increased deliverability  and  increased
   marketing efforts.  Amoco's  net production of oil and gas for  the three
   years ended December 31, 1994, which includes applicable volumes produced











                                        4

   under service contracts and production sharing agreements in certain 
   foreign countries, is summarized below:  

                                 United
                                 States  Canada   Europe    Other   Worldwide
   Crude oil and natural gas
   liquids* (thousands of
   barrels per day)
     1994 . . . . . . . . . .       292      73       66      237         668
     1993 . . . . . . . . . .       305      84       51      238         678
     1992 . . . . . . . . . .       321      89       55      246         711
   Natural gas (millions of
   cubic feet per day)
     1994 . . . . . . . . . .     2,520     821      335      552       4,228
     1993 . . . . . . . . . .     2,443     916      259      530       4,148
     1992 . . . . . . . . . .     2,388     813      267      500       3,968
                       
   *U.S. production includes  NGL from processing plants in which  Amoco has
   an ownership interest of 55,  54 and 60 thousands of barrels per  day for
   the years 1994, 1993 and 1992, respectively.

        At year-end 1994, Amoco owned entirely or had an ownership  interest
   in 59 natural gas processing plants in the United States, of which it was
   the operator for 33.  

        Amoco continued optimization of  production from existing waterflood
   and  improved  oil  recovery  operations in  1994.    These projects  are
   predominately located in the Permian Basin in West Texas  and in Colorado
   and Wyoming.  Collectively, they account for approximately 65 percent  of
   Amoco's  net U.S. crude  and condensate  production.  In addition  to the
   eight company-operated  carbon dioxide ("CO2") flood  projects already in
   operation  in  1994,  Amoco  capitalized  on existing  infrastructure  to
   initiate a new CO2  flood in the Cedar Lake Field  located in the Permian
   Basin.  Implementation  of this project involved  the drilling of  32 new
   wells and the installation  of a pipeline to connect to  Amoco's company-
   operated  Mallet  CO2  gas  processing plant.    First  injection of  CO2
   occurred in  August 1994.  In  an effort to  further enhance  its Permian
   Basin  portfolio  of   waterfloods,  Amoco  acquired  additional  working
   interest  in  the  North Hobbs  Unit  and divested  its  interest  in the
   Prentice Northeast Unit.

        Amoco maintained 1994 production and drilling operations in the U.S.
   Gulf of  Mexico at approximately the  same levels as 1993.   During 1994,
   Amoco drilled  or participated  in  the drilling  of 41  development  and
   extension  wells of which 34 were producers.  Of the total wells drilled,
   Amoco operated 15.

        The  development  of Amoco's  U.S.  deep  water  holdings progressed
   substantially during 1994 and  included approval of Amoco's participation
   in the Ram/Powell project in the Gulf of Mexico.  Amoco's share of  total
   Ram/Powell development  expenses, through the project  life, is estimated
   to be $286 million.  First production is expected to  occur in late 1997.
   Amoco's other deep water prospects are in earlier stages of development.

                                        5

        Amoco  continues  to  aggressively  drill  infill locations  in  the
   Hugoton field  in Kansas, and the Red Oak Field in Oklahoma.  In 1994, 86
   company-operated  natural gas  wells were  drilled in  these areas.   The
   Hugoton and Red Oak fields produced 416 million cubic feet of natural gas
   per  day  in  1994 compared  to 400  million  cubic  feet in  1993.   New
   agreements  have been  entered  into which  could result  in  substantial
   investments in the Hugoton field to develop, gather, process, market  and
   transport  natural gas.    Amoco  is continuing  engineering  studies for
   construction of a proposed 500  million cubic feet per day NGL processing
   plant in the Hugoton field.

        In North America in 1994, Amoco continued to increase its efforts in
   the marketing of natural gas and the  purchase and resale of natural  gas
   from third parties.

        In  the United Kingdom,  a link was established  during 1994 between
   the Amoco-operated Central Area  Transmission System ("CATS") natural gas
   pipeline in  the North  Sea  and the  British Gas  National  Transmission
   System.  This $17 million  link is expected to be operational by  the end
   of  1995.   In addition,  work  commenced on  a $120  million  project to
   construct  additional  natural  gas  processing   facilities  onshore  at
   Teesside, England.  These two projects represent a continuation of  Amoco
   (U.K.) Exploration Company's effort to maximize returns on the North  Sea
   infrastructure  assets.   The 255-mile  CATS pipeline  has a  capacity in
   excess of  1.6  billion cubic  feet of  natural  gas per  day,  of  which
   contracts have been concluded for use of 1.2 billion cubic feet per day. 
     

        Amoco Argentina Oil Company ("Amoco Argentina") revised its contract
   with  the former  Argentine  national  oil company,  YPF  S.A., effective
   January 1, 1995.  Under the previous contract, Amoco's net production was
   35,400  barrels per  day,  representing  75.6 percent  of the  total  oil
   produced.   YPF  S.A. received  the  remaining  24.4  percent  and    was 
   responsible for all tax liabilities,  including Amoco  Argentina's.   The 
   revised contract increases Amoco's net production  to 44,800 barrels  per
   day representing 87.8 percent of the total  oil  produced.  This includes
   three additional fields,  which are  expected  to  produce 4,300  barrels
   per  day.   These fields were added to the contract area yielding a total
   production level of 51,000  barrels  (gross) per  day.   In exchange  for
   the   incremental  production  entitlements,  Amoco   Argentina   assumed
   responsibility  for  tax liabilities previously paid  on  its  behalf  by
   YPF S.A.

        In  Sharjah, Amoco and  its partners brought the  Kahaif natural gas
   field  on stream,  completed a  liquified petroleum  gas  plant expansion
   project,  and added gas reinjection facilities for a combined cost of $89
   million during 1994.   Production from the  new Kahaif natural gas  field
   began in  June and averaged as much as  200 million cubic feet per day by
   the end of the year.

        Significant natural  gas and condensate reserves  were discovered by
   the Opon No. 3  well in Colombia.   Amoco is the operator and  holds a 60


                                        6

   percent working  interest in the block.  A  confirmation well is expected
   to be drilled in 1995.

        In 1994, Amoco Trinidad Oil Company brought the Immortelle gas field
   on  stream and  started development  of  the Banyan  gas  field which  is
   expected  to begin  production near the  end of  the first  quarter 1995.
   Amoco made major  natural gas discoveries off the East  Coast of Trinidad
   and Tobago in  1994.  Amoco is actively  working to develop a  market for
   these  reserves and  is conducting  feasibility studies  for  a liquefied
   natural  gas facility that  will allow monetization of  these natural gas
   resources in a worldwide market.

        Two natural  gas discoveries were  made offshore Egypt  in the  Nile
   Delta area;  six additional  wells are  expected to  be drilled in  1995.
   Amoco  has entered into an agreement with Egypt and an Italian company to
   form the first private natural gas pipeline company to transport  natural
   gas from the Nile Delta to a growing regional market.

        Amoco Orient  Petroleum Company commenced development  of the Liuhua
   Field in 1993 after approval by the People's Republic of China.  Amoco is
   the  operator and  has a  net working  interest of  24.5 percent  after a
   partnering agreement  was approved  in  early 1994.   Estimated  cost  of
   development is $650 million with first production expected in early 1996.































                                        7

        Average sales prices (including  transfers) and production costs per
   unit of  oil and  gas produced, for  the three years  ended December  31,
   1994, are as follows:
                                     United                               
                                     States     Canada    Europe     Other
     1994
     Average sales prices:
      Crude oil (per barrel) . . .   $14.82     $13.38    $15.49    $14.23

      Natural gas liquids (per
      barrel)  . . . . . . . . . .   $ 9.39     $ 8.75    $   --    $   --

      Natural gas (per mcf)  . . .   $ 1.66     $ 1.39    $ 2.23    $  .89

     Average production costs (per 
     equivalent barrel) (1)  . . .   $ 3.89     $ 3.62    $ 6.62    $ 3.84

     1993
     Average sales prices:
      Crude oil (per barrel) . . .   $15.96     $13.94    $17.69    $15.87

      Natural gas liquids (per
      barrel)  . . . . . . . . . .   $10.79     $ 9.44    $   --    $   --

      Natural gas (per mcf)  . . .   $ 1.88     $ 1.31    $ 1.97    $  .81

     Average production costs (per
     equivalent barrel) (1)  . . .   $ 4.42     $ 3.27    $ 6.43    $ 4.01

     1992
     Average sales prices:
      Crude oil (per barrel) . . .   $17.79     $16.19    $18.86    $17.62

      Natural gas liquids (per
      barrel)  . . . . . . . . . .   $11.43     $ 9.56    $   --    $   --

      Natural gas (per mcf)  . . .   $ 1.65     $ 1.15    $ 2.06    $  .86(2)

     Average production costs (per
     equivalent barrel) (1)   . . .  $ 4.50     $ 4.44    $ 6.65    $ 4.29(2)
                         
   (1)  Production  costs  are  shown  on  a  dollar-per-barrel  basis  after
        converting natural  gas into  equivalent barrel units.    Natural gas
        was converted on the basis of approximate relative energy content.
   (2)  Excludes  effects of natural gas  contract settlements; see Note 2 to
        the Consolidated Financial Statements.







                                        8

        Reported average  sales prices  represent recorded revenues  for oil
   and  gas production  quantities  sold  or transferred.   In  some  cases,
   particularly in overseas areas, recorded revenues reflect adjustments for
   royalties,  net  profits interests,  and  other  contractual  provisions.
   Accordingly, the reported per barrel figures do not necessarily represent
   actual average prices at which sales and transfer transactions  occurred.
   Production  costs include  costs involved  in lifting oil  or gas  to the
   surface and  in gathering, treating, field  processing and field storage.
   Such costs  include operating labor, repairs  and maintenance, materials,
   supplies and fuel  consumed.   Also included are  operating costs  of NGL
   plants because  Amoco includes  the  operations of  these plants  in  the
   exploration and production business segment.

        Data   regarding  Amoco's   exploratory  and   development  drilling
   activities during the three years ended December 31, 1994, are summarized
   below:

                                United
                                States   Canada   Europe    Other    Worldwide
    1994
     Net exploratory wells:
      Productive  . . . . . .       43       39       --       11           93
      Dry   . . . . . . . . .       12       16        8        9           45
       Total  . . . . . . . .       55       55        8       20          138
     Net development wells:
      Productive  . . . . . .      457      114        2       98          671
      Dry   . . . . . . . . .       15       14       --       10           39
       Total  . . . . . . . .      472      128        2      108          710
       Total net wells  . . .      527      183       10      128          848
    1993
     Net exploratory wells:
      Productive  . . . . . .       29       26       --        9           64
      Dry   . . . . . . . . .        6        5        2       11           24
       Total  . . . . . . . .       35       31        2       20           88
     Net development wells:
      Productive  . . . . . .      238       70        8       66          382
      Dry   . . . . . . . . .       10        3        1        1           15
       Total  . . . . . . . .      248       73        9       67          397
       Total net wells  . . .      283      104       11       87          485
    1992
     Net exploratory wells:
      Productive  . . . . . .       27       17       --        1           45
      Dry   . . . . . . . . .       52       27        4       20          103
       Total  . . . . . . . .       79       44        4       21          148
     Net development wells:
      Productive  . . . . . .      313       59        3       97          472
      Dry   . . . . . . . . .       11        9       --        1           21
       Total  . . . . . . . .      324       68        3       98          493
       Total net wells  . . .      403      112        7      119          641




                                       9

        Shown below are  wells in process of  being drilled at  December 31,
   1994: 
                                United                            
                                States   Canada   Europe     Other  Worldwide

    Gross wells . . . . . . .      136        7        3        16        162
    Net wells . . . . . . . .       68        6        1        11         86


        The  number of  wells owned by  Amoco at December 31,  1994, were as
   follows:
                                  United                          
                                  States   Canada  Europe    Other  Worldwide

   Gross wells owned:
     Oil wells . . . . . . . .    22,589    7,295     172    2,302     32,358
     Gas wells . . . . . . . .    13,984    1,895     175       70     16,124
       Total . . . . . . . . .    36,573    9,190     347    2,372     48,482

   Net wells owned:
     Oil wells . . . . . . . .     8,213    3,216      43    2,288     13,760
     Gas wells . . . . . . . .     8,078      747      68       48      8,941
       Total . . . . . . . . .    16,291    3,963     111    2,336     22,701

   Multiple completion wells included
   above:
     Gross wells . . . . . . .     1,523      305      --       --      1,828
     Net wells . . . . . . . .       641      193      --       --        834

        Amoco's proved and unproved acreage holdings, including acreage held
   under reservations, permits, options  or similar arrangements at December
   31, 1994, are summarized below:

                                 United                           
                                 States   Canada  Europe     Other  Worldwide

                                             (thousands of acres)
   Gross acres: 
     Proved  . . . . . . . .      5,281    2,340     270       684      8,575
     Unproved  . . . . . . .     10,830    4,552   7,273    47,238     69,893
     Reservations, permits,
     options, etc  . . . . .        133    4,367      --        --      4,500
       Total . . . . . . . .     16,244   11,259   7,543    47,922     82,968

   Net acres:
     Proved  . . . . . . . .      2,315    1,426      78       313      4,132
     Unproved  . . . . . . .      4,308    2,634   3,390    29,007     39,339
     Reservations, permits,
     options, etc  . . . . .         66    3,329      --        --      3,395
       Total . . . . . . . .      6,689    7,389   3,468    29,320     46,866




                                       10

   Reserves

        This section  should be read  in conjunction with  data on  reserves
   presented in  "Supplemental Information"  to the  Consolidated  Financial
   Statements.

        Amoco  replaced  128 percent  of  its  production  on  an oil-energy
   equivalent  basis  during  1994.   Excluding  the  sale  and purchase  of
   properties,  which  primarily  involved  sales  of interests  in  Norway,
   Canada,  and  a  partial  sale  of  interest  in  China,  the  production
   replacement rate  was 133  percent.  The  tables on  pages 75  and 76 set
   forth by geographic  area net  proved reserves as of  December 31,  1994,
   1993, 1992,  and 1991 including  reserves in which  Amoco holds  economic
   interest under production sharing and other types of operating agreements
   with foreign governments.  Adding to 1994 reserves were major discoveries
   in  the  Gulf  of Mexico,  Trinidad,  the North  Sea,  and  Colombia plus
   extensions  in Canada, the  United States, and Egypt.   Improved recovery
   additions in Egypt,  and West Texas enhanced recovery projects  were also
   significant.  Upward revisions of reserves also occurred in Trinidad  and
   Egypt.  As of March 1, 1995, no major discovery or  significant event has
   occurred  that would  have  a  material effect  on the  estimated  proved
   reserves reported at December 31, 1994.

        Shown below are  estimated proved  reserves as of December 31,  1994
   and 1993:


                                              Crude Oil &
                                                  NGL          Natural Gas
                                              (millions of     (billions of
                                                barrels)       cubic feet)

   Net proved reserves:
     December 31, 1994 . . . . . . . . .         2,205            18,521
     December 31, 1993 . . . . . . . . .         2,223            17,650
   Net proved developed reserves:
     December 31, 1994 . . . . . . . . .         1,914            15,538
     December 31, 1993 . . . . . . . . .         1,976            15,255

        Amoco  has  been  required  to  file  certain  oil  and  gas reserve
   information with various governmental agencies and committees,  including
   the Department  of  Energy  ("DOE"), in  connection  with  a  variety  of
   matters.   Reserve estimates  furnished to  such authorities or  agencies
   were  determined on  the same  basis as  the estimates  contained herein,
   except  for differences  in format  and definition  as prescribed  by the
   requesting authority.

   Oil and Gas Sales Commitments

        Amoco  sells gas from  its producing  operations under  a variety of
   contractual arrangements.   Amoco  has several gas  sales contracts  that
   specify obligations to make  available fixed and determinable quantities.

                                       11

   Amoco has  54 such contracts in  the United States which,  as of December
   31, 1994, provide for  the potential future delivery over the  next three
   years of  826 billion cubic feet  ("BCF") of natural gas.   Amoco expects
   this commitment  to be  fulfilled  from proved  reserves.   Amoco  (U.K.)
   Exploration Company has a gas contract with Teesside Power Limited  which
   provides deliveries over a three-year period as of December  31, 1994, of
   approximately 57 BCF of natural gas.  Amoco expects this commitment to be
   fulfilled from reserves  currently being developed.  Amoco Canada  has 12
   outstanding natural gas contracts as of December 31, 1994.  Over the next
   three years, deliveries under these contracts total approximately 350 BCF
   of natural  gas, which Amoco  anticipates will be  fulfilled from  proved
   reserves.

        Satisfying  Amoco's obligations under  sales contracts  that specify
   fixed  and determinable  quantities is  not expected  to have  a material
   adverse effect on Amoco's operations or earnings.  These contracts do not
   limit  potential gains  due to  future increases  in market  prices since
   essentially all  are based on market  postings or an index  basis, or are
   negotiated annually.

   Refining

        Amoco owns  and operates five refineries in the  United States.  The
   daily operable capacity of these refineries in 1994, is shown below:
                                                                             
                                                                        Daily
                                                                     Operable
   Location of Refinery                                              Capacity
                                                                    (barrels)

   Texas City, Texas . . . . . . . . . . . . . . . . . . . . . .      433,000
   Whiting, Indiana  . . . . . . . . . . . . . . . . . . . . . .      400,000
   Mandan, North Dakota  . . . . . . . . . . . . . . . . . . . .       58,000
   Yorktown, Virginia  . . . . . . . . . . . . . . . . . . . . .       53,000
   Salt Lake City, Utah  . . . . . . . . . . . . . . . . . . . .       40,000
             Total . . . . . . . . . . . . . . . . . . . . . . .      984,000

        Daily  U.S. input to  crude units averaged 959,000  barrels in 1994,
   958,000  barrels  in  1993, and  936,000  barrels in  1992.    Crude unit
   utilization was 97.5 percent in 1994 compared with 96.9 percent in  1993.
   Energy efficiency  improved in  line with long-range  energy conservation
   plans  with  consumption declining  11  percent  since  1988.    Refinery
   investments  focused  on environmental  compliance,  sustaining  reliable
   operations and increasing crude flexibility. 

   Transportation

        Amoco operates  extensive transportation  facilities for crude  oil,
   refined products, NGL, carbon dioxide and petrochemical feedstocks in the
   United  States.  Crude oil is transported  from most of the oil-producing
   areas of the  continental United States to refining centers  in the Rocky
   Mountain,  midwestern  and  southwestern states.    The crude  oil system
   delivers directly  to 11  refineries, four of  which are  owned by Amoco.

                                       12

   Indirectly, the  system  serves some  35 refineries  of  other  companies
   through  connecting common  carrier pipelines.   In addition,  the common
   carrier  refined   petroleum  product   system  is  connected   to  three
   refineries.  Chemical feedstock lines receive product directly from Amoco
   refineries  and  other Amoco  plants,  and deliver  directly  to  various
   plants.   In  Canada, NGL  are gathered  and then  transported through  a
   system of owned,  partially owned and common carrier pipelines  in Canada
   and the  northern United States.   In total, Amoco's pipeline  network in
   North  America aggregates  17,118 miles,  consisting  of  2,782 miles  of
   gathering lines and  14,336 miles  of trunk  lines.   In 1994,  shipments
   through  Amoco's pipelines  system in  North America totaled  415 million
   barrels of  crude oil  and 388 million  barrels of  refined products  and
   feedstocks. 

        Minority  interests  are also  owned  in  10  other  common  carrier
   pipeline companies,  including Amoco's 14.3 percent  interest in Colonial
   Pipeline Company, a common carrier refined products pipeline system which
   runs 1,600 miles from near Houston, Texas, to the New York City area, and
   its  10.5 percent  interest in  Endicott Pipeline,  a crude  oil pipeline
   system which runs from the Beaufort Sea to the Trans Alaska Pipeline.

        Amoco also owns and leases a number of trucks and railcars which are
   used  to  transport  crude  oil,  raw  materials,  refined  products  and
   chemicals in the United States.

        As of December  31, 1994, Amoco owned four  U.S. Flag tug/barges and
   bareboat  chartered another tug/barge  giving Amoco  an aggregate  of 100
   thousand  deadweight tonnage  ("DWT").   Amoco was  also committed  under
   five-year  time charters  to three  international flag  tankers, totaling
   approximately 240  thousand DWT.  An additional 226 thousand DWT was time
   chartered on a short-term basis, of which 42 thousand  DWT was for a U.S.
   Flag tanker.    

   Marketing of Petroleum Products

        The principal  refined products  manufactured and marketed  by Amoco
   are  gasolines, jet fuels, diesel fuels,  heating oils, asphalt, residual
   fuels, motor  oils, greases and  lubricants and coke.   Motor  gasolines,
   diesel fuels,  heating oils and motor  oils are sold  under various brand
   names  and trade  names, the  principal ones of  which include  the words
   AMERICAN, AMOCO, LDO, PERMALUBE and  in the midwestern states,  STANDARD.
   Amoco also  sells large quantities  of liquefied petroleum  gas and  NGL.
   Amoco  also  offers  convenience  merchandise  and  related  services  to
   motorists.

        In  the United  States, Amoco's marketing  of petroleum  products is
   concentrated  in the midwest,  east and southeast.   Amoco supplies about
   9,600 gasoline  retail outlets, of  which approximately  3,000 are either
   owned  or  leased.    While  most  of  these  outlets  are  independently
   maintained,  a small  percentage is  directly operated  by Amoco.   Amoco
   continues to  reposition its marketing operations  by acquisitions, asset
   recapitalization and construction  of high-volume pumpers while upgrading
   and modernizing existing stations.  In 1994, Amoco's U.S. refined product

                                       13

   sales  increased  4 percent  over 1993.   Sales  of gasoline  increased 3
   percent, while  sales of  distillates increased 5 percent,  compared with
   the  prior  year.    Amoco's  marketing  operations continue  to  improve
   efficiency  with  further  expansion  of  Electronic  Sales   Processing,
   installation of credit card acceptors in dispensers and debit cards.

        In Canada, Amoco is engaged in the wholesale marketing of NGL, which
   consists of ethane, propane,  butanes and pentanes extracted from natural
   gas.  The  majority of Amoco's NGL is marketed on a wholesale basis under
   annual supply contracts which provide for price redetermination  based on
   prevailing market prices.

        Sales volumes of refined products for the three years ended December
   31, 1994, are detailed below:

                                                  1994        1993       1992
                                               (thousands of barrels per day)
   United States:
     Gasoline  . . . . . . . . . . . . . .         612         597        580
     Distillates . . . . . . . . . . . . .         369         350        334
     Other products  . . . . . . . . . . .         196         184        174
      Subtotal . . . . . . . . . . . . . .       1,177       1,131      1,088
   Canada  . . . . . . . . . . . . . . . .         173         172        169
   Other . . . . . . . . . . . . . . . . .          11           9          8
      Total  . . . . . . . . . . . . . . .       1,361       1,312      1,265

   Chemicals

        Amoco produces and markets a variety  of chemicals, such as aromatic
   acids,  used in the  manufacture of  polyester fibers,  films and resins;
   olefins; polystyrene and styrene  monomer used in plastics and  synthetic
   rubber; polypropylene  resins used in molded  products, fibers and films;
   polypropylene  carpet  backing,  industrial  fabrics,  staple  fiber  and
   filament  yarn;  polystyrene  foam  serving,  insulating   and  packaging
   materials;  aromatic   solvents  for  the   paint  industry;  trimellitic
   anhydride  used   principally   in  plasticizers;   polybutene  used   in
   lubricating oil  additives; and  engineering polymers and  carbon fibers.
   Amoco's principal thermoplastic resins,  AMODEL and UDEL,  are used in  a
   variety  of markets, including  automotive, electronic,  business machine
   and industrial  applications.  Amoco's principal  North American chemical
   and plastic products facilities  are located at Alvin, Baytown, Corsicana
   and  Texas City,  Texas;  Decatur and  Roanoke,  Alabama;  Beech  Island,
   Greenville, Rock  Hill, Seneca, Spartanburg, and  the Cooper River  plant
   near Mount  Pleasant, South  Carolina; Rocky Mount and  Greensboro, North
   Carolina; Malvern, Arkansas; Atlanta, Augusta, Bainbridge, Hazlehurst and
   Nashville,  Georgia; Joliet,  Willow  Springs and  Wood  River, Illinois;
   Fresno  and   La  Mirada,  California;  Yakima,   Washington;  Afton  and
   Winchester,  Virginia;  Chippewa Falls,  Wisconsin;  Marietta, Ohio;  and
   Hawkesbury and Brantford, Ontario. 

        A wholly owned chemical plant at Geel, Belgium manufactures aromatic
   acids, PTA, purified isophthalic acid and polypropylene.   Facilities for
   the fabrication of carpet backing and industrial cloth from polypropylene

                                       14

   are  located in  the United Kingdom, Germany,  Australia and  Brazil.  In
   1994, Amoco began  construction of a wholly-owned PTA plant  in Malaysia,
   with annual capacity  of 500,000 tons; start-up is expected in the second
   half of 1996.

        Amoco  also holds a 50 percent interest in a fabrics plant in China;
   a 50 percent  interest in an  isophthalic acid  plant in  Japan; and  the
   following interests in  PTA plants:  49 percent  in Brazil; 50 percent in
   Taiwan; 35 percent  in South Korea;  and 9 percent  in Mexico.  Amoco  is
   also expanding its joint-venture PTA plants  in South Korea and Taiwan by
   250,000  tons and  420,000 tons  per year,  respectively.   Completion of
   these projects is scheduled for mid-1995.

        The following table sets forth trade sales of chemical products  for
   the three years ended December 31, 1994:

                                                     1994      1993       1992
                                                    (millions of dollars) 
   Chemical feedstocks - Aromatics, olefins    
       and styrene . . . . . . . . . . . . . .    $   628   $   527    $   576
   Chemical intermediates - PTA, industrial    
        chemicals and petroleum additives  . .      1,842     1,442      1,514
   Polymers  . . . . . . . . . . . . . . . . .        697       545        526
   Fabrics and fibers  . . . . . . . . . . . .        936       717        837
   Foam products . . . . . . . . . . . . . . .        252       226        233
   Other products  . . . . . . . . . . . . . .          4         5          7
      Total  . . . . . . . . . . . . . . . . .    $ 4,359   $ 3,462    $ 3,693


   Other Operations

        Amoco's   wholly  owned  subsidiary,  Ecova  Corporation  ("Ecova"),
   formerly  Waste-Tech Services,  Inc.,  provides  consulting, engineering,
   remediation  and in-plant  services for  the petroleum  and petrochemical
   industries.  Ecova  announced  plans  to  sell   its  45,000-ton-per-year
   hazardous-waste  incinerator  in  Nebraska  in  late  1994; the  sale  is
   expected to close in 1995.  Also, in March 1995, Amoco  announced that it
   will exit the environmental remediation and consulting business.  It will
   enter negotiations for a possible management buyout of the company.  If a
   buyout agreement is not reached, the majority of Ecova's operations would
   be liquidated  or divested.  Disposition of these facilities and business
   is not  expected to have  a material effect on  revenues, depreciation or
   income.

        Amoco  has  a  wholly  owned  real  estate subsidiary,  AmProp  Inc.
   ("AmProp"),  which was formed  in late  1988.  AmProp was  established to
   identify ways  to enhance  the value of  Amoco's proprietary real  estate
   holdings, to realize the value which  Amoco occupancy brings to a project
   and  to develop a portfolio  of actively managed real estate investments.
   Through a  finance company  which is wholly  owned by  Amoco, AmProp  has
   structured borrowings  secured by existing Amoco real estate assets.  The
   real  estate investments  have been developed in  partnerships with local

                                       15

   developers.  AmProp is the general partner with a controlling interest in
   each venture partnership.

        Much  of  Amoco's  high   technology  new  business  development  is
   consolidated  into  a  separate  operating  subsidiary,  Amoco Technology
   Company.  Currently, the operating company has four areas of major focus:
   optoelectronics   (lasers),   photovoltaics   (solar   power),  DNA-based
   diagnostic products and biotechnology-based nutritional products.  

        One of the wholly  owned ventures of Amoco Technology  Company is in
   the  laser industry, making  and selling fiber optic  based equipment and
   systems to  the telecommunications  industry.  Another  venture, Solarex,
   manufactures  and  markets  both semicrystalline  and  amorphous  silicon
   modules that  produce electricity  directly from  sunlight.   In  January
   1995,  Amoco  and  Enron  Corporation  agreed  to  form  a  new   general
   partnership to  continue to manufacture photovoltaic  modules and develop
   solar  powered  electric  generation  facilities.    The  joint  venture,
   Amoco/Enron  Solar  owns  the  business  previously operated  by  Solarex
   Corporation.   A separate division, Amoco/Enron  Solar Power Development,
   assumed the  responsibility for development of  worldwide power marketing
   for projects that produce and sell solar energy.

        The remaining three companies owned by Amoco  Technology Company are
   in  the diagnostic  and biotechnology-based  nutritional  products areas.
   One develops and sells diagnostic products based on nucleic acid  probes;
   another manufactures analytical instruments and re-agents used in genetic
   engineering research; and a  third has developed  supplements for  animal
   nutrition.

        During 1994,  Amoco Technology Company  sold IntelliGenetics,  which
   develops and sells DNA and protein sequence analysis software for genetic
   research to Oxford  Molecular Group ("OMG").  As  part of the sale, Amoco
   maintained a  15  percent  equity position  in  OMG.   OMG is  a  leading
   European  developer  of  computer-aided  molecular  design  software  and
   database  management systems  for  use  principally by  companies  in the
   fields of pharmaceutical and biotechnology research.

   Research

        Research operations are conducted at two major research centers.  At
   Tulsa, Oklahoma, research activities are directed toward new and improved
   methods  for  finding  and  producing crude  oil  and  natural  gas.   At
   Naperville, Illinois,  research is conducted to  develop new and enhanced
   chemical  and petroleum products  and processes.   These  efforts include
   improvement of product performance and methods used in  the manufacturing
   of  chemicals and polymers, refining of  crude oil and the development of
   technology for  producing synthetic fuels.   Research  and development in
   support of  biotechnology, physical technology and photovoltaics are also
   carried   out   at   Naperville,   Framingham,  Massachusetts,   Newtown,
   Pennsylvania and Downers Grove, Illinois. 



                                       16

        Expenditures  for  research and  technology  development  activities
   totaled $255  million in 1994, $292  million in 1993 and  $300 million in
   1992.   An average of 1,382,  1,593 and 1,512 professional employees were
   engaged  full-time  in  these  activities  during  1994,  1993 and  1992,
   respectively.

   Employees

        Amoco  had  43,205  employees  in  its  worldwide  operations as  of
   December 31,  1994.   Of this  total, 35,664  were located in  the United
   States,  with  approximately  15  percent  represented by  various  labor
   organizations.   The remaining  7,541 employees  were located in  foreign
   countries, of  which approximately 21  percent were  represented by labor
   groups.

   Competition

        All  phases of  the  petroleum and  chemical  industries, comprising
   numerous competitors  large and small, are  highly competitive, including
   the search for and development of new sources of supply; the construction
   and  operation of  crude  oil  and refined  products pipelines;  and  the
   refining,  manufacturing,  distributing  and marketing  of  petroleum and
   chemical products.    The petroleum  industry also  competes  with  other
   industries in supplying energy, fuel and other needs of consumers.  Amoco
   does not  consider one or a small group of  competitors to be dominant in
   the industries  in which it  competes.   Amoco is  the largest  corporate
   producer  of natural  gas in  the United  States, and  it is  the largest
   private owner of natural  gas reserves in North America.   Amoco believes
   that it ranked eighth in crude oil and natural  gas liquids production in
   the United States  in 1994.  During 1994,  Amoco marketed about 7 percent
   of the refined products  sold in the United States.  Amoco  sells refined
   products  in  30  states.   Amoco  was also  active  in  approximately 40
   countries.  Amoco  is among the largest U.S. chemical  companies in terms
   of  sales revenues.   Amoco is  the world's largest manufacturer  of PTA,
   with  annual  capacity  of  4.1  million  metric  tons,  including  joint
   ventures.  Amoco  is also the world's leading manufacturer  of paraxylene
   with annual production capacity of 1.3 million metric tons.  In addition,
   the discussion on  pages 4-16 of this  Form 10-K discloses  more detailed
   information  on  product markets  included  in  the  various  segments of
   Amoco's operations.

   Government Regulation

        Petroleum industry activities  have been, and in the future  may be,
   affected  from time to  time by political developments,  both foreign and
   domestic, and  federal, state  and local laws,  regulations and  decrees,
   such  as restrictions on  production, imports and exports,  crude oil and
   products  allocation and  rationing,  price controls,  tax  increases and
   retroactive  tax  claims,  expropriation  of  property,  cancellation  of
   contract rights and environmental protection controls.  The likelihood of
   such occurrences and their overall effect upon Amoco vary from country to
   country and are not predictable.

        The DOE and the Federal  Energy Regulatory Commission ("FERC")  have
   jurisdiction  over  Amoco's  common  carrier  pipelines  engaged  in  the
   interstate transportation of oil.   The Interstate Commerce Act  requires

                                       17

   Amoco  to file  tariffs showing  all rates,  charges and  regulations for
   movements through  its common  carrier  pipeline system.   FERC  has  the
   authority to  establish  rates for  regulated movements.   Various  state
   agencies also  regulate Amoco's common  carrier pipelines  engaged in the
   intra-state transportation of oil. 

        An excise tax, commonly known as the Superfund tax, became effective
   on January 1,  1987.  This  tax is imposed  to finance an  $11.97 billion
   hazardous substance  cleanup program.   The tax consists  of four  parts:
   (1)  a petroleum  tax, imposed  at  a rate  of 9.7  cents per  barrel for
   domestic  crude  received  at  U.S.  refineries  and  imported  petroleum
   products (including  crude oil).   In addition, the  Oil Spill  Liability
   Trust Fund  Tax became  effective January 1,  1990.  This  tax, which  is
   imposed  at the rate of  5 cents per barrel  and is an additional part of
   the  petroleum tax  portion of  the Superfund  tax imposed  upon domestic
   crude  and  imported  petroleum   products  (including  crude  oil),  was
   suspended effective July  1, 1993; (2) a chemical feedstock  tax, imposed
   at  a rate  of up  to $4.87  per  ton for  taxable chemicals.   Effective
   January 1, 1989, certain taxable substances,  which are manufactured from
   chemicals subject to  the chemical feedstock tax, are taxable  on imports
   into the United  States.  On export, these  substances are eligible for a
   credit  or refund of the chemical feedstock tax paid on chemicals used in
   their manufacture; (3) a broad-based environmental tax, imposed at a rate
   of .12 percent of a  corporation's "modified alternative minimum  taxable
   income" in excess of  $2 million as computed under the Tax  Reform Act of
   1986.   This  tax  applies  regardless  of  whether a  taxpayer  has  any
   alternative minimum tax liability, and is scheduled to expire on  January
   1, 1996; and (4) an underground  storage tank tax, which is imposed at  a
   rate of .1 cent  per gallon of gasoline  and certain other fuels,  and is
   scheduled to expire on January 1, 1996.

   Environmental Protection

        Federal, state  and local environmental, health and  safety laws and
   regulations continue to  grow in  both number and complexity,  presenting
   Amoco and the  industry with new challenges in attaining  and maintaining
   compliance.   This  trend is  also reflected  in the  international arena
   where Amoco has targeted new growth opportunities.  Public concern  about
   environmental  quality  and potential  health  risks  are  driving forces
   behind  many  new  requirements.    The  activities of  natural  resource
   companies like Amoco are increasingly affected by these initiatives.

        Amoco's operations face stricter  controls on releases of pollutants
   to  the  air,  water,  soil and  ground  water.    Process  equipment and
   pollution control devices continue to be upgraded, or new controls added,
   to comply with these standards.  Waste handling and treatment  strategies
   have  been adopted  to  deal with  restrictions on  the land  disposal of
   certain hazardous  wastes, the  liabilities imposed by federal  and state
   waste handling  and disposal  laws and increasingly  stringent wastewater
   treatment  requirements.   Remediation  of contaminated  sites  under the
   Resource  Conservation and Recovery Act,  the federal Superfund  law, and
   similar state  laws is  ongoing  and will  continue for  the  foreseeable
   future.  Amoco has  conducted environmental  reviews of  many refineries,

                                       18

   distribution facilities,  services stations,  oil and gas  operations and
   other sites, and  numerous projects are underway or completed  to address
   the  contamination  found.   Amoco's  refining  and  marketing operations
   continue   to  adapt   to  current   and  future   reformulated  gasoline
   requirements under clean air laws.

        Amoco  engages  in  a wide  variety  of activities  as  part  of its
   commitment to  environmental  stewardship.    Amoco  has a  program  that
   conducts  environmental, health  and safety  audits  of facilities.   The
   Crisis Management Plan seeks to provide prompt and effective responses to
   emergencies.  Amoco has in place  many worker health and safety programs.
   Amoco's  International Standard  of  Care sets  performance  standards or
   goals that apply to Amoco's diverse operations.

        Amoco's  1994   capital  expenditures   for  existing  environmental
   regulations totaled $198 million.  This sum excluded $479 million related
   to operating  costs and amounts  spent on research  and development,  and
   $119  million of  mandated  and  voluntary spending  charged  against the
   remediation liability.   Mandated and voluntary  spending charged against
   the remediation  liability in 1995  is expected to  approximate the  1994
   level.   Capital expenditures  in the environmental area  are expected to
   approximate $180 million in both 1995 and 1996.

   Executive Officers of the Registrant

        Certain information required  by Item  10 with respect to  executive
   officers  is incorporated  by reference  to pages  3-10 of  Amoco's Proxy
   Statement  dated  March  13,  1995.    The  following  table  sets  forth
   information concerning other  executive officers of Amoco as of  March 1,
   1995:


                                                                           Served as
                                                                            Officer
            Name                    Principal Occupation              Age    Since
                                                                           
   R. Wayne Anderson . .Senior vice president, human resources        53      1986 
   John L. Carl  . . . .Executive vice president and chief financial  47      1991
                        officer
   James E. Fligg  . . .Executive vice president, chemicals sector    58      1991
   L. Richard Flury  . .Senior vice president, shared services        47      1994
   W. Douglas Ford . . .Executive vice president, petroleum products  51      1992
                        sector
   William G. Lowrie . .Executive vice president, exploration and     51      1990
                        production sector
   John R. Reid  . . . .Vice president and controller                 52      1991
   George S. Spindler  .Senior vice president and general counsel     57      1989

        An  officer holds  office until  his  or  her resignation,  removal,
   death, retirement or termination of employment with Amoco.  All executive
   officers, with the exception of John L. Carl, have been employed by Amoco
   or its  subsidiaries for more than five years.   John L. Carl was elected
   Executive Vice President  and Chief Financial Officer  effective April 1,
   1994.   From October  1993 to  April 1994,  he was Senior  Vice President

                                       19

   Finance and Controller of Amoco Corporation. Prior  to that time, John L.
   Carl  was Vice  President  and Controller  of Amoco  Corporation, elected
   effective February 1, 1991.  From 1989 until joining  Amoco, John L. Carl
   was Vice  President  and Chief  Financial Officer  for National  Computer
   Systems in Minneapolis, Minnesota.   From 1986 to 1989, John L.  Carl was
   Vice  President  and  Controller  for  Kraft,  Inc.,  based in  Glenview,
   Illinois.  

        James  E. Fligg was  elected Executive Vice President  in June 1993.
   His title changed to Executive Vice President, Chemicals Sector effective
   July  1, 1994.  He was named  President of Amoco Chemical Company in July
   1991.  From 1989 to 1991, James E.  Fligg was Executive Vice President of
   Amoco  Chemical  Company.    L. Richard  Flury  was  elected Senior  Vice
   President, Shared  Services in July  1994.  Shared  Services consists  of
   eight departments:    information  technology; facilities  and  services;
   business services; environment, health and safety; purchasing; analytical
   services; public and government affairs; and government relations.   From
   1993 until  July 1994 he was  both Chairman of  Amoco Orient  Company and
   Project  Manager for  an  extensive  study of  Amoco's  corporate support
   groups.   L. Richard  Flury served as Executive  Vice President  of Amoco
   Chemical  Company from  February 1991  to March  1993 and as  Senior Vice
   President,  Worldwide  Exploration  for  Amoco  Production  Company  from
   October 1989 to February 1991.

        W. Douglas Ford  was elected Executive Vice President in  June 1993.
   His title changed to Executive Vice President, Petroleum Products  Sector
   effective July 1,  1994.  He was named President  of Amoco Oil Company in
   July 1992.   From February  1991 to  1993, W. Douglas  Ford was Executive
   Vice President  of Amoco Oil Company.  From July 1990 to January 1991, he
   was Vice  President of Operations, Planning  and Transportation of  Amoco
   Oil Company.  In  1989, W. Douglas Ford  was Regional Production  Manager
   for Amoco  Production Company in Denver.   William G. Lowrie  was elected
   Executive Vice  President in June  1993.  His title  changed to Executive
   Vice President, Exploration and Production Sector effective July 1, 1994.
   He was  named President  of Amoco Production  Company in July  1992.   In
   1990, William G. Lowrie was President of Amoco Oil Company.  From 1987 to
   1990,  he  was Executive  Vice  President  of  Amoco  Production Company.
   Except as previously described, others shown in the above table, who have
   been  officers less  than five  years, served  in substantially  the same
   position but were not officers or had different officer titles.

   Item 3. Legal Proceedings

        Eleven  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  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 $5.4 million.

                                       20

        The Internal Revenue Service  ("IRS") has challenged the application
   of certain foreign income taxes as credits against the Corporation's U.S.
   taxes that  otherwise would have been payable for  the years 1980 through
   1989.  On June 18, 1992, the  IRS issued a statutory Notice of Deficiency
   for  additional taxes  in  the  amount of  $466 million,  plus  interest,
   relating to 1980 through 1982.  The  Corporation has filed a petition  in
   the U.S.  Tax Court contesting  the IRS statutory  Notice of  Deficiency.
   Trial on the matter is scheduled to commence in April 1995.  A comparable
   adjustment of foreign tax credits for each year has been proposed for the
   years  1983 through  1989  based  upon subsequent  IRS audits.    Similar
   challenges  could  arise  relating  to years  subsequent  to  1989.   The
   Corporation believes  that the foreign income  taxes have been  reflected
   properly in its U.S. federal tax  returns.  The Corporation is  confident
   that it will  prevail in the litigation.   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.

        On January 21, 1994, a judgment was entered by the Superior Court of
   the  State  of  California, County  of  Los Angeles,  in  favor  of Amoco
   Chemical Company  and Amoco Reinforced Plastics  Company, subsidiaries of
   Amoco,  against certain  underwriters at  Lloyd's of  London and  various
   other British and European insurance carriers, in AMOCO CHEMICAL COMPANY,
   et  al, vs. CERTAIN  UNDERWRITERS AT LLOYD'S OF  LONDON, et al.   In that
   case Amoco alleged that the defendant insurers wrongfully refused to  pay
   for the defense and settlement of product liability lawsuits arising from
   Amoco Reinforced  Plastics Company's manufacture of  irrigation and sewer
   pipe in the 1970's.  Judgment was entered for $36 million in compensatory
   damages and $377 million in punitive damages. Motions for a new trial and
   judgment notwithstanding the verdict  filed by the  defendants have  been
   denied.  The trial court entered a remittitur (reduction) of the punitive
   damages  to $71 million.   A modified judgment  reflecting the remittitur
   was  entered on  April 15,  1994, in  the  amount of  $110 million.   The
   defendants have filed  an appeal.  Accordingly, it  is impossible at this
   time to  predict the ultimate  outcome of  this case, however,  it is not
   expected to  have a  material  effect on  the liquidity  or  consolidated
   financial position of Amoco.  

        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,  while the aggregate
   amount could be  significant, it will not be  material in relation to its
   liquidity or its consolidated financial position.

   Item 4.  Submission of Matters to a Vote of Security Holders

        No matters were submitted  to a vote of security holders  during the
   quarter ended December 31, 1994.



                                       21

                           __________________________
                                     PART II

   Item 5.     Market for the Registrant's Common Equity and Related        
                Stockholder Matters

        The  principal public trading  market for Amoco common  stock is the
   New  York  Stock Exchange.   Amoco  common  stock is  also traded  on the
   Chicago, Pacific, Toronto, and four Swiss stock exchanges.  The following
   table sets  forth the  high and  low share  sales prices of  Amoco common
   stock  as reported on the New York Stock Exchange and cash dividends paid
   for the periods presented.

                                            Market Prices          Cash
                                                                Dividends
                                         High         Low       Per Share
   1994
     First quarter . . . . . . . . .  $ 56 1/8    $  50 7/8        $ .55
     Second quarter. . . . . . . . .  $ 60        $  51 1/8        $ .55
     Third quarter . . . . . . . . .  $ 61 1/4    $  56 3/4        $ .55
     Fourth quarter. . . . . . . . .  $ 64 1/8    $  57 1/2        $ .55
   1993
     First quarter . . . . . . . . .  $ 58 1/2    $  48 1/8        $ .55
     Second quarter. . . . . . . . .  $ 59 1/4    $  53 5/8        $ .55
     Third quarter . . . . . . . . .  $ 58 3/8    $  52 3/8        $ .55
     Fourth quarter. . . . . . . . .  $ 59        $  51 1/2        $ .55

        Year-end  1994 and  1993  market prices  were  $59 1/8  and  52 7/8,
   respectively.

        Amoco had 134,776 shareholders of record at December 31, 1994.

        On  January 24, 1995,  the board  of directors  declared a quarterly
   cash dividend rate  of 60  cents per share,  an increase  of 5  cents per
   share, or 9 percent, over the previous rate.


















                                       22

   Item 6.     Selected Financial Data

        The  following selected financial  data, as it relates  to the years
   1990 through  1994, have  been derived  from the  consolidated  financial
   statements of  Amoco, including  the consolidated statement  of financial
   position at  December 31,  1994  and 1993  and the  related  consolidated
   statement  of income  and consolidated  statement of  cash flows  for the
   three years  ended December 31,  1994, and the  notes thereto,  appearing
   elsewhere herein.

                                  1994     1993     1992    1991     1990
                                   (millions of dollars, except per-share
                                            amounts and ratios)
   Income statement data--Year
   ended
     December 31:
     Sales and other operating
     revenues (excluding
     consumer excise taxes)  . $ 26,048 $ 25,336 $ 25,280 $ 25,325 $ 28,010
     Net income (1)  . . . . . $  1,789 $  1,820 $    850 $  1,173 $  1,913
     Net income per share (1)  $   3.60 $   3.66 $   1.71 $   2.36 $   3.77
     Cash dividends per share  $   2.20 $   2.20 $   2.20 $   2.20 $   2.04
     Ratio of earnings to
     fixed charges (2) . . . .      8.9      8.0      3.5      5.0      6.5
   Balance sheet data-At       
     December 31:
     Total assets  . . . . . . $ 29,316 $ 28,486 $ 28,453 $ 30,510 $ 32,209
     Long-term debt  . . . . . $  4,387 $  4,037 $  5,005 $  4,470 $  5,012
     Shareholders' equity  . . $ 14,382 $ 13,665 $ 12,960 $ 14,156 $ 14,068
     Shareholders' equity per
     share . . . . . . . . . . $  28.97 $  27.53 $  26.11 $  28.52 $  28.02
                              

   (1)  Excludes cumulative effects  of accounting changes of  $(924) million
        in  1992, or $(1.86) per share, and $311 million in 1991, or $.62 per
        share.
   (2)  Earnings  consist of income  before income  taxes and  fixed charges;
        fixed   charges  include  interest  on indebtedness,  rental  expense
        representative   of an interest  factor, and adjustments  for certain
        companies accounted  for by the equity method.












                                       23

   Item 7.  Management's Discussion and Analysis of Financial Condition and 
            Results of Operations

        This discussion should be read  in conjunction with the consolidated
   financial statements and accompanying notes and supplemental information.

                                                 1994       1993       1992
                                                (millions of dollars except
                                                     per-share amounts)
   Income before the cumulative effects of
   accounting changes  . . . . . . . . . .   $    1,789 $    1,820 $      850 
   Cumulative effects of accounting changes          --         --       (924)
   Net income (loss) . . . . . . . . . . .   $    1,789 $    1,820 $      (74)
   Income per share before the cumulative
   effects of accounting changes . . . . .   $     3.60 $     3.66 $     1.71 
   Net income (loss) per share . . . . . .   $     3.60 $     3.66 $     (.15)


        Consolidated net income for 1994  was $1,789 million, compared  with
   $1,820 million earned in 1993.  A net loss of $74 million was incurred in
   1992, after charges of $924 million related to the  cumulative effects of
   adopting Statement  of Financial  Accounting Standards ("SFAS")  No. 106,
   "Employers' Accounting for  Postretirement Benefits Other Than Pensions,"
   and SFAS No. 109, "Accounting for Income Taxes."

        Return on  shareholders' equity and return  on capital employed were
   12.8 and 10.2 percent, respectively, in 1994, compared with 13.7 and 10.6
   percent, respectively, in 1993.

        Year-to-year comparisons  in net income were affected by the unusual
   items that are summarized in the table below:


   incr./(decr.) net income                   1994        1993        1992
                                                  (millions of dollars)
   Crude oil excise tax settlement . . .  $      270  $       --  $        -- 
   Restructurings  . . . . . . . . . . .        (256)       (170)        (805)
   Environmental provisions  . . . . . .         (60)         --           -- 
   Gains on dispositions . . . . . . . .          45         190           -- 
   Tax obligations and other . . . . . .          62          60           90 
   Sharjah natural gas settlement  . . .          --          --           90 

        Earnings  in 1994  benefited from  settlements of  crude oil  excise
   taxes ("COET")  of $270  million, a  gain of  $45 million related  to the
   disposition  of   certain  European  oil  and   gas  properties  and  tax
   adjustments relating to prior  years totaling $62  million.  Earnings  in
   1994  were  reduced  by  charges  of  $256  million  relating  to Amoco's
   restructuring of operations, as discussed further on pages 31 and 32, and
   provisions for future  environmental remediation expenditures relating to
   past operations totaling $60 million.   Earnings for 1993  included gains
   of  $190 million  associated with  the  disposition  of certain  Canadian


                                       24

   properties  and  investments,  and  net  tax  benefits  of  $60  million.
   Adversely affecting 1993  results were after-tax charges of  $170 million
   associated  with  the  writedown  of  Congo  exploration  and  production
   operations to current  recoverable value.   Excluding  these items,  1994
   earnings were about the same as 1993.

        Results  of operations  in 1994  reflected strong  chemical earnings
   resulting  from  higher  margins  and  volumes  in major  product  lines.
   Refining,  marketing  and transportation  earnings declined  $408 million
   mainly  because of  lower  refined  product  margins.    Exploration  and
   production  earnings decreased  in 1994  primarily as  a result  of lower
   energy prices.

        Sales and other  operating revenues totaled $26 billion for  1994, 3
   percent higher than  the $25.3 billion in 1993, primarily  resulting from
   increased chemical and  natural gas sales volumes, and higher  prices for
   chemical products.

        Costs and expenses on a worldwide basis amounted to $27.9 billion in
   1994, 7  percent above  1993.   Operating expenses  of $4.7  billion were
   essentially level with 1993.   Current-year restructuring charges of $169
   million related  to facility  closings and dispositions;  higher chemical
   manufacturing  expenses resulting  from  new plant  acquisitions  in late
   1993; and increased production costs overseas, were offset by the absence
   of the $210  million charge in  1993 related  to the  writedown of  Congo
   exploration  and  production  operations  to  current  recoverable value.
   Exploration expenses increased $104 million primarily related to drilling
   activity.  Selling and  administrative  expenses  for  1994  were  up  20
   percent,  primarily  resulting  from  second-quarter  1994  restructuring
   charges of $225  million related to the severance of  approximately 3,800
   employees most  of which are expected  to occur by year-end  1995.  Taxes
   other  than  income taxes  increased over  $500  million,  resulting from
   higher consumer excise taxes.

   1993 vs. 1992

        Adjusting for  unusual items  and accounting changes,  1993 earnings
   were 18  percent, or $265 million,  above the 1992 level,  as a result of
   higher refined product margins  in refining, marketing and transportation
   operations and  improved chemical  results.    Also contributing  to  the
   improvement were  higher U.S. natural  gas prices and  volumes and  lower
   worldwide exploration and operating expenses.

        Costs and expenses totaled $26 billion in 1993, 4 percent lower than
   1992.  Operating expenses  declined primarily reflecting  the absence  of
   1992  restructuring charges  of $757  million associated  with losses  on
   asset dispositions, partly offset by 1993 charges of $210 million related
   to the  writedown of Congo  exploration and production  operations.   The
   decline  in selling  and administrative  expense primarily  reflected the
   absence of 1992  restructuring charges of $457 million mainly  related to
   severances.   Also  contributing to  the decline  in total  expenses were


                                       25

   lower  dry hole  costs worldwide, which were  $118 million  lower than in
   1992.

   Industry Segments

        Results on  a segment basis  for the  five years ended December  31,
   1994 are presented below. 


                                              1994   1993    1992     1991    1990
                                                     (millions of dollars)
                                                              
   Exploration and production
      United States  . . . . . . . . . .  $  848  $  811  $  778 $   595  $  861 
      Canada . . . . . . . . . . . . . .     125     338     (81)     31      57 
      Europe . . . . . . . . . . . . . .     (63)   (100)   (103)     43      84 
        Other  . . . . . . . . . . . . .      77     (54)    277     140     719 
   Refining, marketing and transportation    418     826     462     644     370 
   Chemicals . . . . . . . . . . . . . .     538     240     (94)     68     206 
   Other operations* . . . . . . . . . .    (155)    (45)   (179)    (69)    (71)
   Corporate . . . . . . . . . . . . . .       1    (196)   (210)   (279)   (313)
   Income before the cumulative effects of
   accounting changes  . . . . . . . . .   1,789   1,820     850   1,173   1,913 
   Cumulative effects of accounting
   changes . . . . . . . . . . . . . . .      --      --    (924)    311      -- 
             Net income (loss) . . . . . $ 1,789  $1,820  $  (74) $1,484  $1,913 

                           
   *Other   operations   include   investments   in   laser   manufacturing,
   photovoltaics and biotechnology; offshore contract drilling; interests in
   real estate development; and other activities.

   U. S. Exploration and Production
                                          1994    1993   1992    1991    1990
   Average U.S. selling price                                        
     Crude oil
       (dollars per barrel)  . . . . .   $14.82  $15.96 $17.79  $18.31  $21.60
     Natural gas liquids                                                   
       (dollars per barrel)  . . . . .     9.39   10.79  11.43   11.69   12.84
     Natural gas
       (dollars per mcf) . . . . . . .     1.66    1.88   1.65    1.52    1.83


        In the United States, the exploration  and production segment earned
   $848 million in 1994, compared with $811 million in 1993 and $778 million
   in 1992.   In those years U.S. operations  were affected by several items
   that are summarized in the table below:

   incr./(decr.) earnings                         1994       1993      1992
                                                    (millions of dollars)
   Crude oil excise tax settlement . . . . .  $      90  $      --  $      -- 
   Environmental provisions  . . . . . . . .         --        (63)        -- 
   Tax obligations . . . . . . . . . . . . .         --        (25)        -- 
   Restructurings  . . . . . . . . . . . . .        (47)        --        (94)




                                       26

        Adjusting  the respective periods for the  items shown, 1994 results
   were $94  million below 1993 mainly  as a result of  lower energy prices.
   Also contributing to the decline were lower crude oil production volumes.
   Partly  offsetting  were higher  natural  gas  volumes,  lower production
   costs, and lower depreciation, depletion and amortization expense.

        Amoco's U.S. natural gas prices averaged about $2 per thousand cubic
   feet ("mcf") during the first  four months of 1994.  Prices then declined
   throughout much of the remainder of the year, reflecting increased supply
   and the impact of mild winter weather on demand.

        Amoco's crude oil  prices began the year  around $12 per  barrel and
   increased almost $5 per barrel by July, reflecting an improved  worldwide
   supply-demand  balance.  Prices declined  gradually for the  remainder of
   the year, averaging $14.82, a decline of more than $1 per barrel compared
   with 1993.

        U.S. natural gas production averaged 2.5 billion cubic feet per  day
   in 1994, 3 percent above 1993.  Crude oil and natural gas liquids ("NGL")
   production  averaged 292,000  barrels per  day in  1994, 4  percent below
   1993.  NGL  production in  1994 was  essentially level  with 1993,  while
   crude  oil  production  declined   6  percent,  reflecting  normal  field
   declines.

   Non-U.S. Exploration and Production

        Operations outside the  United States were affected by the  items as
   shown below.

   incr./(decr.) earnings                         1994       1993      1992
                                                    (millions of dollars)
   Gains on dispositions . . . . . . . . . .  $      45  $     190  $      -- 
   Restructurings  . . . . . . . . . . . . .        (20)      (170)      (258)
   Sharjah natural gas settlement  . . . . .         --         --         90 
   Norwegian tax legislation . . . . . . . .         --         --        (39)

        Canadian exploration and production  operations earned $125  million
   in 1994.    In 1993  earnings of  $338 million  included a  gain of  $120
   million on the sale of 65 percent of Amoco's equity investment in Crestar
   Energy Inc. ("Crestar").  Amoco  also sold a significant portion  of non-
   core properties in 1993,  benefiting results by  $70 million.   Excluding
   these  items, 1994  earnings were  $23 million  lower than  1993 results,
   primarily reflecting  lower crude oil and natural gas production volumes.
   Also contributing  to the  decline were higher  dry hole  costs and other
   exploration expenses of $70 million  before tax.  Partly  offsetting were
   higher natural gas prices, which were about 6  percent above 1993 levels.
   Crude  oil and  NGL production,  and natural  gas production  averaged 13
   percent and  10 percent  below the  1993 levels,  respectively, primarily
   reflecting divestments of non-core Canadian properties.



                                       27

        Exploration and  production activities in Europe  incurred losses of
   $63 million in 1994 and  $100 million in 1993.  Included  in 1994 results
   was  a  gain of  $45 million  on  property dispositions.   Crude  oil and
   natural gas  production in  the North Sea  was higher  in 1994, following
   completion of projects in late 1993.   These favorable effects and higher
   natural  gas prices were partly offset by  lower crude oil prices, higher
   exploration  expenses of  $27  million before  tax,  unfavorable currency
   effects  of $29 million  and higher expenses associated  with activity in
   Eurasia.   Crude and  NGL production averaged  66,000 barrels  per day in
   1994, compared with  51,000 in 1993; natural gas production  averaged 335
   million cubic feet in 1994, up 29 percent compared with 1993.

        Exploration  and production  operations  in other  areas  earned $77
   million in 1994, compared with a  loss of $54 million in 1993.   Included
   in  1993 results were charges of $170 million related to the writedown of
   Congo operations  to  current  recoverable  value.   Exclusive  of  these
   charges,  results for  1994 were  $39 million  below 1993  mainly due  to
   unfavorable currency effects  of $25 million, lower crude oil  prices and
   charges of  $18 million  related  to the  relinquishment of  the  Myanmar
   concession.    Partly  offsetting  were  lower exploration  expenses  and
   increased natural  gas production, which averaged  552 million cubic feet
   per  day  in  1994,  4 percent  higher  than  1993, reflecting  increased
   production  in Trinidad.   Crude oil and NGL  production averaged 237,000
   barrels per day in 1994, essentially level with 1993.

   1993 vs. 1992

        United  States  exploration and  production  operations  earned $811
   million in  1993 compared with $778  million in 1992.   Excluding unusual
   items, 1993  results were  $27 million above  1992 earnings,  mainly as a
   result of  higher natural gas  prices and volumes  and lower  exploration
   expenses.  Partly  offsetting were lower crude oil prices  and production
   volumes.

        In  1993 earnings  outside the  United  States  for exploration  and
   production operations totaled $184 million, compared with $93  million in
   1992.  The increase in  1993 mainly resulted from gains on the divestment
   of  a  portion  of  the  Crestar  shares  and  other  Canadian   property
   dispositions of $190 million; decreased restructuring charges, which were
   $88 million lower in 1993  than in 1992; and the absence  of 1992 charges
   of  $39 million  relating to  the effects  of Norwegian  tax legislation.
   Partly  offsetting  were lower  crude  oil  prices,  unfavorable currency
   effects, higher  expenses associated  with increased activity  in Eurasia
   and the absence of the $90 million Sharjah natural gas settlement.

   Outlook

        Uncertainty and volatility in crude oil and natural gas prices  will
   continue to affect the oil industry.  While results will be influenced by
   energy  prices,  Amoco  will  benefit from  both  past  and ongoing  cost

                                       28

   reduction programs.   Amoco  plans  to continue  to evaluate  and  divest
   marginal  properties  and underperforming  assets.   Amoco's  exploration
   efforts  will continue to target areas  that offer the most potential for
   adding value. Amoco plans to pursue attractive new business opportunities
   worldwide,  to   adjust  its  actions  to   political  and  socioeconomic
   uncertainties, and to capitalize on its extensive natural gas resources.

   Refining, Marketing and Transportation    

   United States                       1994    1993     1992     1991    1990
   Cents per gallon:
   Average selling price                                           
     Gasoline  . . . . . . . . . .     63.4     66.4    71.3     74.7    83.4
     Total refined products  . . .     54.5     57.5    60.9     64.9    72.9
   Average cost of crude input . .     38.4     39.6    44.6     45.5    55.0
   Percent:
     Refinery capacity utilization     97.5     96.9    95.3     90.9    91.8
     Refinery yield  . . . . . . .    107.2    106.8   106.9    106.9   106.3


        Worldwide refining,  marketing and  transportation operations, which
   include  U.S.  petroleum  products   and  Canadian  natural  gas  liquids
   activities, earned $418 million for 1994,  compared with earnings of $826
   million for  1993 and $462 million  for 1992.  Earnings  in 1994 declined
   $408  million compared  with 1993,  primarily due  to lower  U.S. refined
   product margins.  Refined product margins  decreased almost two cents per
   gallon from 1993 levels,  resulting in part from a very  competitive U.S.
   market.   Overall selling prices  averaged 55  cents per gallon in  1994,
   down from 58 cents per gallon in 1993. 

        Also affecting 1994 earnings were charges  of $60 million related to
   estimated  future  cost  of  environmental  remediation  activities,  and
   restructuring  charges   of  $41  million,   primarily  associated   with
   severances.   Included  in  1993 earnings  were unusual  items  favorably
   affecting results by $109 million.

        Refined  product  sales  volumes   in  the  United  States  averaged
   1,177,000 barrels per day in 1994 compared with 1,131,000 barrels per day
   in  1993.   Gasoline  sales  volumes  were up  3  percent  in  1994 while
   distillate sales increased 5 percent.

        Refining  capacity utilization rate of  98 percent in  1994 compared
   with  a  1993  utilization  rate  of  97  percent,  reflecting  continued
   operating efficiencies,  despite unexpected  disruptions and downtime  in
   1994.

        Canadian supply and marketing activities earned $86 million in 1994,
   15 percent below 1993 results, primarily reflecting lower prices for NGL.
   Canadian NGL  sales  volumes of  173,000  barrels per  day in  1994  were
   essentially level with 1993.



                                       29

   1993 vs. 1992

        In 1993 earnings of $826 million compared with 1992 earnings of $462
   million.   The 1993 earnings  improvement primarily resulted  from higher
   refined product margins and lower operating costs.

   Outlook

        In  a   highly  competitive  environment,   Amoco's  operations  are
   continually   challenged   to   control  costs   and   improve  operating
   efficiencies.   Amoco's earnings will  continue to be  affected by  price
   volatility of crude  oil and the  overall industry  supply-demand balance
   for  refined products.    Amoco  will focus  on emphasizing  Amoco  brand
   product quality  and improving  its position as  a convenience  retailer.
   Environmental initiatives,  including a  commitment to provide  a product
   slate that is responsive  to environmental concerns and regulations, will
   require  additional  investment in  refining  and  marketing  facilities.
   Amoco  will   continue  to  upgrade  facilities   and  improve  operating
   efficiencies.

   Chemicals

        Chemical  operations earned  $538  million for  1994,  compared with
   earnings of  $240 million  in 1993 and  a loss  of $94  million in  1992.
   Results for 1994 included restructuring charges of $36 million, primarily
   related to severance  costs.  Adjusting for these charges,  1994 earnings
   improved $334 million  over 1993 due to higher margins  and sales volumes
   for major product lines,  particularly purified terephthalic acid ("PTA")
   and olefins, reflecting strong consumer demand.  

        Sales volumes  for PTA  were up  11 percent  in 1994,  as  worldwide
   demand for PTA continued to grow.  Olefins sales  volumes were 14 percent
   higher  than last  year, reflecting  strong growth  in both  domestic and
   export demand.  The overall chemicals capacity utilization rates were  91
   percent in 1994 and 88 percent in 1993.

   1993 vs. 1992

        In 1993 chemical operations earned $240 million compared with a loss
   of $94 million in 1992.  Adjusting for $265 million in 1992 restructuring
   charges, 1993 earnings were up $69  million over 1992 resulting from  the
   benefits  of   cost-containment  efforts,  restructuring   and  a  strong
   worldwide PTA market.

   Outlook

        Chemical  operations   are  affected  by   the  worldwide   economic
   environment  and the  chemical products  supply-demand balance.   Amoco's

                                       30

   earnings will  continue to benefit  from both past  and ongoing  process-
   improvement  and   cost-control  programs.     Amoco  will   continue  to
   aggressively  develop its  international  business to  capitalize  on the
   rapidly growing  demand for  petrochemical products in  the international
   markets, particularly those in  Asia.   Amoco also plans  to continue  to
   broaden its  current commodity chemical portfolio and  looks to diversify
   into specialty chemical and polymer conversion businesses.

   Other Operations

        Other  operations   include  investments   in  laser  manufacturing,
   photovoltaics and biotechnology; offshore contract drilling; interests in
   real estate development; and other activities.

        Other operations incurred  a loss of $155 million in  1994, compared
   with losses of $45 million  and $179 million, respectively, for  1993 and
   1992.  Included in 1994 losses were restructuring charges of $78 million,
   primarily related  to the  disposition of a  hazardous-waste incineration
   facility in  Kimball, Nebraska.  In  late 1994, Amoco signed  a letter of
   intent to sell  this facility; the sale is  anticipated to close in 1995.
   The  higher  losses  in  1994 compared  with  1993  also reflected  lower
   offshore  contract drilling revenues.   Also, 1993 included  gains on the
   sale of  certain operations as Amoco continued its  efforts to review the
   strategic  fit of these activities.  In 1993, the Corporation sold its 49
   percent interest in a  fertilizer manufacturing venture in Trinidad,  and
   its interest in  Ok Tedi Mining Ltd.  in Papua New  Guinea.  Included  in
   1992  were  charges  of  $99  million  for  anticipated  losses  on   the
   disposition of non-strategic investments.

   Corporate Activities

        Corporate activities,  including net  interest and  other  corporate
   expenses, reported  net income of $1 million for  1994, compared with net
   expenses of $196  million for 1993  and $210 million  in 1992.  The  1994
   income included  interest income  of  $180 million  related to  the  COET
   settlement,  favorable tax  adjustments relating  to prior  years of  $33
   million and restructuring charges of $34 million; the 1993 loss  included
   prior-year tax benefits of $101 million and losses associated with  early
   retirement  of higher  interest-rate  debt; and  1992  included favorable
   adjustments of $70 million primarily related to revised estimates of  tax
   obligations and early retirement of  debt, and charges of $38 million for
   work force reductions.   Adjusting for these items over  the years shown,
   net  expense  decreased $75  million  between  1993  and  1994, primarily
   resulting from lower net interest expense and favorable currency effects.
   Net expenses increased $11 million between 1992 and 1993.

   Restructuring

        In July  1994, Amoco announced that the  organizational structure of
   the  Corporation was  being  changed to  improve  profitability, increase

                                       31

   operating flexibility and position the company for long-term growth.  The
   Corporation's strategies are  now carried out by  17 business groups.   A
   newly created  Shared Services organization provides  support services to
   the business groups.

        Approximately 3,800 positions are expected to be eliminated by year-
   end 1995.  Additional positions will be eliminated in 1996 as a result of
   ongoing process  redesign to  improve efficiencies in  support functions.
   In  conjunction  with the  restructuring,  an  after-tax  charge  of $256
   million was accrued in  the second quarter of 1994.  Charges  against the
   accrual  associated with  severance in  1994,  representing approximately
   2,000 employees, totaled about $64 million after tax.  See Note 2 to  the
   Consolidated Financial  Statements.  To date,  savings resulting from the
   restructuring have not  been material.   It is anticipated  that by  1996
   benefits related  to lower  employment costs  and other  cost  reductions
   could approximate $400 million after tax.

        Additional costs of approximately $200 million after tax, which have
   not been  accrued, 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 reorganization.  In 1994,
   costs related  to these  activities were  not material.    Most of  these
   additional costs are expected to occur in 1995.

   Liquidity and Capital Resources

        In  1994, cash  flow  from  operating activities  was  $4.3 billion,
   compared with $3.5 billion in 1993 and $3 billion in 1992.  

        Total debt was $4.6 billion at year-end 1994.  Debt as a  percent of
   debt-plus-equity was  24.3 percent  at December  31, 1994,  compared with
   27.1 percent at year-end 1993.

        Working capital  was $1,618 million at year-end  1994, compared with
   $751 million  at year-end  1993.   At  year-end 1994,  the  Corporation's
   current ratio was  1.32 to 1 compared with  the current ratio at December
   31, 1993  of 1.14 to 1.  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 short-term  liquidity position  is better than  the reported
   figures  indicate since  the  inventory component  of working  capital is
   valued  in part under the  LIFO method whereas  other elements of working
   capital are reported at amounts more indicative of their current  values.
   If inventories were valued at current replacement costs, it is  estimated
   that  inventories would have  been $1,100 million higher  at December 31,
   1994.   As  a result,  the  level of  working capital  would rise  and an
   increase in the current ratio would result.




                                       32

        Cash dividends  paid in 1994  totaled $1,092 million,  or $2.20  per
   share.  The quarterly cash  dividend was raised to 60 cents  per share in
   January 1995, and  increase of 5 cents per share, or  9 percent, over the
   previous rate.

        In 1994,  the Corporation completed a contract  with subsidiaries of
   Associates Corporation of North America ("Associates") whereby Associates
   purchased  certain  of Amoco's  receivables;  Associates  now  issues and
   processes Amoco's  credit cards.   Proceeds from the sale  of credit card
   receivables were largely used to reduce short-term obligations.

        The Corporation  believes its strong financial  position will permit
   the financing  of its  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 December
   31,  1994, bank  lines of  credit available  to support  commercial paper
   borrowings were $490  million, all of which were supported  by commitment
   fees.    To  maintain flexibility,  a  $500  million  shelf  registration
   statement for  debt securities remains  on file with  the Securities  and
   Exchange Commission to permit ready access to capital markets.

        Amoco is routinely exposed to hydrocarbon commodity price risk.   It
   manages a portion  of that risk  mainly through  the use  of futures  and
   swaps contracts  generally to achieve market  prices on specific purchase
   and  sales  transactions.    See Note  4  to  the Consolidated  Financial
   Statements.   Also during 1994, Amoco  used futures and swaps  to fix the
   sales price of approximately 15 percent of the Corporation's U.S. natural
   gas production for the months of April through December, which  benefited
   earnings by about $20 million after tax.

        The  Corporation  has provided  in its  accounts for  the reasonably
   estimable future costs of probable environmental remediation obligations.
   These amounts  relate to various  refining and  marketing sites, chemical
   locations,  and oil  and gas  operations, including  multiparty  sites at
   which Amoco has been identified as a potentially responsible party 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 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  be significant,  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.  See  Notes 1 and 21  to the Consolidated
   Financial Statements.

        The Corporation and its subsidiaries maintain insurance coverage for
   environmental pollution resulting from  the sudden and accidental release
   of pollutants.   Various deductibles of up to $50  million per occurrence
   could apply,  depending on the type  of incident involved.   Coverage for

                                       33

   other  types  of environmental  obligations  is  not  generally provided,
   except when required by regulation or contract.  The financial statements
   do  not reflect  any  significant  recovery form  claims under  prior  or
   current insurance coverage.

        At  December  31,  1994,   the  Corporation's  reserves  for  future
   environmental  remediation  costs totaled  $725  million,  of  which $467
   million  related to refining  and marketing sites.   The Corporation also
   maintains  reserves  associated  with   dismantlement,  restoration   and
   abandonment  of oil  and gas  properties, which  totaled $627  million at
   December 31, 1994.

        Capital   expenditures   resulting   from   existing   environmental
   regulations, primarily  related to refining and  marketing sites, totaled
   $198 million  in 1994.   Excluded from  that total was  $479 million  for
   operating costs and  amounts spent on research and development,  and $119
   million  of   mandated  and   voluntary  spending  charged   against  the
   remediation  liability.   Amoco's  1995  estimated  capital  spending for
   environmental  cleanup   and  protection  projects  is   expected  to  be
   approximately  $180 million; spending for remediation in 1995 is expected
   to approximate the 1994 level.

                                              1994   1993  1992    1991   1990
                                                     (millions of dollars)
   Capital and exploration expenditures
     Exploration and production                            
       United States . . . . . . . . . . .  $  820 $  669$  472  $  965 $1,023
       Canada  . . . . . . . . . . . . . .     408    275   166     294    285
       Europe  . . . . . . . . . . . . . .     279    493   538     549    331
       Other . . . . . . . . . . . . . . .     687    682   578     690    706
     Refining, marketing and                                                  
     transportation  . . . . . . . . . . .     451    685   806     689    617
     Chemicals . . . . . . . . . . . . . .     467    370   320     520    582
     Other operations  . . . . . . . . . .      48    126    60     142     81
     Corporate . . . . . . . . . . . . . .      45     46    56      82     89
             Total . . . . . . . . . . . .  $3,205 $3,346$2,996  $3,931 $3,714
   Petroleum exploration expenditures
   charged to income (included above)
        United States  . . . . . . . . . .  $  113 $   90$  140  $  262 $  230
        Canada . . . . . . . . . . . . . .     117     47    72      73     89
        Europe . . . . . . . . . . . . . .     178    151   150     144     99
        Other  . . . . . . . . . . . . . .     225    241   300     311    275
             Total . . . . . . . . . . . .  $  633 $  529$  662  $  790 $  693

        Capital and  exploration expenditures in 1994  totaled $3.2 billion,
   compared  with $3.3  billion  spent  in 1993.   Capital  and  exploration
   expenditures of $4.2  billion have been approved for 1995, an increase of
   31 percent over 1994 spending.  It is expected that more than half of the
   spending  will go to  upstream projects,  with about  60 percent  of that
   amount going  to projects outside the  United States.   Areas outside the
   United  States where  Amoco continues  to work  on major  exploration and
   production projects include Egypt, China, the North Sea, Trinidad and the

                                       34

   former Soviet Union.  Major new expenditures for 1995 also include higher
   spending  for development of natural gas resources in North America.  The
   balance of  capital outlays  is  anticipated to  be used  for  chemicals,
   refining,   marketing   and  transportation   operations,   including   a
   substantial investment in construction of a chemical plant in Malaysia to
   produce PTA.   It is anticipated  that the  1995 capital and  exploration
   expenditures  budget  will  be  financed  primarily  by  funds  generated
   internally.   The planned  expenditure level is subject  to adjustment as
   changing economic conditions may indicate.












































                                       35

   Item 8.  Financial Statements and Supplemental Information
         Index to Financial Statements and Supplemental Information       Page

   Report of Independent Accountants . . . . . . . . . . . . . . . . . .   37
   Consolidated Financial Statements:
      Consolidated Statement of Income . . . . . . . . . . . . . . . . .   38
      Consolidated Statement of Financial Position . . . . . . . . . . .   39
      Consolidated Statement of Shareholders' Equity . . . . . . . . . .   40
      Consolidated Statement of Cash Flows . . . . . . . . . . . . . . .   41
      Notes to Consolidated Financial Statements . . . . . . . . . . . .   42
      Financial Statement Schedule:
        Valuation and Qualifying Accounts (Schedule VIII)  . . . . . . .   83
   Supplemental Information:
      Quarterly Results and Stock Market Data  . . . . . . . . . . . . .   69
      Oil and Gas Exploration and Production Activities  . . . . . . . .   70


        Separate  financial   statements   of   subsidiary   companies   not
   consolidated, and  of 50 percent or less owned companies accounted for by
   the  equity  method,  have been  omitted  since,  if  considered  in  the
   aggregate, they would not constitute a significant subsidiary.
































                                       36

                        REPORT OF INDEPENDENT ACCOUNTANTS


   To the Board of Directors and Shareholders of Amoco Corporation

        In our  opinion, the consolidated financial statements listed in the
   accompanying  index  present  fairly,   in  all  material  respects,  the
   financial position of Amoco Corporation and  its subsidiaries at December
   31, 1994  and 1993, and the  results of their  operations and  their cash
   flows for each of the three years in the period ended December 31,  1994,
   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  audit 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.

        In  1992, Amoco  Corporation changed  its  method of  accounting for
   income  taxes and  for postretirement  benefits other  than  pensions, as
   discussed in Notes 15 and 19, respectively, to the financial statements.





   PRICE WATERHOUSE LLP

   Chicago, Illinois
   February 28, 1995
















                                       37

                       AMOCO CORPORATION AND SUBSIDIARIES

                        CONSOLIDATED STATEMENT OF INCOME



                                                          Year Ended December 31
                                                         1994      1993      1992
                                                       (millions of dollars, except
                                                            per-share amounts)
                                                                 
   Revenues:
     Sales and other operating revenues  . . . . . .   $ 26,048  $25,336   $25,280 
     Consumer excise taxes . . . . . . . . . . . . .      3,409    2,824     2,738 
     Other income  . . . . . . . . . . . . . . . . .        905      457       201 
       Total revenues  . . . . . . . . . . . . . . .     30,362   28,617    28,219 
   Costs and expenses:
     Purchased crude oil, natural gas, petroleum     
     products and merchandise  . . . . . . . . . . .     13,558   12,878    12,495 
     Operating expenses  . . . . . . . . . . . . . .      4,743    4,688     5,309 
     Petroleum exploration expenses, including       
       exploratory dry holes . . . . . . . . . . . .        633      529       662 
     Selling and administrative expenses . . . . . .      2,227    1,849     2,319 
     Taxes other than income taxes . . . . . . . . .      4,153    3,648     3,744 
     Depreciation, depletion, amortization, and      
      retirements and abandonments . . . . . . . . .      2,239    2,193     2,440 
     Interest expense  . . . . . . . . . . . . . . .        318      325       247 
       Total costs and expenses  . . . . . . . . . .     27,871   26,110    27,216 
     Income before income taxes  . . . . . . . . . .      2,491    2,507     1,003 
     Income taxes  . . . . . . . . . . . . . . . . .        702      687       153 
     Income before the cumulative effects of         
     accounting changes  . . . . . . . . . . . . . .      1,789    1,820       850 
     Cumulative effects of accounting changes  . . .         --       --      (924)
       Net income (loss) . . . . . . . . . . . . . .   $  1,789  $ 1,820   $   (74)

     Income per share before the cumulative effects  
      of accounting changes  . . . . . . . . . . . .   $   3.60  $  3.66   $  1.71 
     Cumulative effects of accounting changes  . . .         --       --     (1.86)
     Net income (loss) per share . . . . . . . . . .   $   3.60  $  3.66   $  (.15)


          (The accompanying notes are an integral part of these statements.)












                                       38

                       AMOCO CORPORATION AND SUBSIDIARIES

                  CONSOLIDATED STATEMENT OF FINANCIAL POSITION


                                                                 December 31
                                                               1994        1993
                                                            (millions of dollars)
                            ASSETS
                                                                    
   Current Assets:
    Cash . . . . . . . . . . . . . . . . . . . . . . . .     $    166     $   103 
    Marketable securities--at cost (all corporate, except 
     $355 on December 31, 1994, and $221 on December 31,  
     1993, which represent state and municipal            
     securities) . . . . . . . . . . . . . . . . . . . .        1,623       1,114 
    Accounts and notes receivable (less allowances of     
     $23 on December 31, 1994, and $65 on December 31,    
     1993) . . . . . . . . . . . . . . . . . . . . . . .        3,180       3,196 
    Inventories  . . . . . . . . . . . . . . . . . . . .        1,042       1,110 
    Prepaid expenses and income taxes  . . . . . . . . .          631         571 
                                                                6,642       6,094 
   Investments and other assets:
    Investments and related advances . . . . . . . . . .          470         318 
    Long-term receivables and other assets . . . . . . .          661         705 
                                                                1,131       1,023 
   Properties--at cost, less accumulated depreciation,
   depletion and amortization of $24,906 on December 31,
   1994, and $23,204 on December 31, 1993  . . . . . . .       21,543      21,369 
                                                             $ 29,316     $28,486 
             LIABILITIES AND SHAREHOLDERS' EQUITY
   Current liabilities:
    Current portion of long-term obligations . . . . . .     $     24     $    53 
    Short-term obligations . . . . . . . . . . . . . . .          224       1,007 
    Accounts payable . . . . . . . . . . . . . . . . . .        2,759       2,473 
    Accrued liabilities  . . . . . . . . . . . . . . . .        1,162         974 
    Taxes payable (including income taxes) . . . . . . .          855         836 

                                                                5,024       5,343 
   Long-term debt:
    Debt . . . . . . . . . . . . . . . . . . . . . . . .        4,387       4,037 
   Deferred credits and other non-current liabilities:
    Income taxes . . . . . . . . . . . . . . . . . . . .        2,961       2,995 
    Other  . . . . . . . . . . . . . . . . . . . . . . .        2,547       2,425 
                                                                5,508       5,420 
   Minority interest . . . . . . . . . . . . . . . . . .           15          21 
   Shareholders' equity:
    Common stock (authorized 800,000,000 shares; issued   
     and outstanding as of December 31, 1994--496,393,067 
     shares; December 31, 1993--496,401,099 shares)  . .        2,166       2,147 
    Earnings retained and invested in the business . . .       12,223      11,557 
    Foreign currency translation adjustment  . . . . . .           (7)        (39)
   Total Shareholders' Equity  . . . . . . . . . . . . .       14,382      13,665 
                                                             $ 29,316     $28,486 

                       
   (The  successful  efforts method  of  accounting  is  followed  for costs
   incurred     in oil and gas producing activities.)
   (The accompanying notes are an integral part of these statements.)



                                       39

                       AMOCO CORPORATION AND SUBSIDIARIES
         
                 CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY




                                                     Earnings                
                                                     Retained
                                                       and
                                                     Invested     Foreign
                                                        in       Currency
                                           Common      the      Translation
                                            Stock    Business   Adjustment     Total
                                             (millions of dollars, except per-share
                                                            amounts)
                                                                 
   Balance on December 31, 1991  . . .    $ 2,115   $ 12,035    $        6   $14,156 
     Net loss  . . . . . . . . . . . .                   (74)                    (74)
     Cash dividends of $2.20 per share                (1,091)                 (1,091)
     Foreign currency translation                                          
     adjustment  . . . . . . . . . . .                                 (27)      (27)
     Issuances of common stock (net) .         11        (15)                     (4)
   Balance on December 31, 1992  . . .      2,126     10,855           (21)   12,960 
     Net income  . . . . . . . . . . .                 1,820                   1,820 
     Cash dividends of $2.20 per share                (1,092)                 (1,092)
     Foreign currency translation
     adjustment  . . . . . . . . . . .                                 (18)      (18)
     Issuances of common stock (net) .         21        (26)                     (5)
   Balance on December 31, 1993  . . .      2,147     11,557           (39)   13,665 
     Net income  . . . . . . . . . . .                 1,789                   1,789 
     Cash dividends of $2.20 per share                (1,092)                 (1,092)
     Foreign currency translation
     adjustment  . . . . . . . . . . .                                  32        32 
     Issuances of common stock (net) .         19        (31)                    (12)
   Balance on December 31, 1994  . . .    $ 2,166   $ 12,223    $       (7)  $14,382 

       (The accompanying notes are an integral part of these statements.)









                                       40

                       AMOCO CORPORATION AND SUBSIDIARIES

                      CONSOLIDATED STATEMENT OF CASH FLOWS

                                                       Year Ended December 31
                                                      1994      1993      1992
                                                        (millions of dollars)
   Cash flows from operating activities:
     Net income (loss) . . . . . . . . . . . . .   $ 1,789   $ 1,820  $   (74)
     Adjustments to reconcile net income (loss)  
      to net cash provided by operating          
      activities:
      Depreciation, depletion, amortization, and 
       retirements and abandonments  . . . . . .     2,239     2,193    2,440 
      (Increase) decrease in receivables . . . .      (137)      (18)     476 
      (Increase) decrease in inventories . . . .        68       (89)     130 
      Increase (decrease) in payables and        
      accrued liabilities  . . . . . . . . . . .       492      (371)    (788)
      Deferred taxes and other items . . . . . .      (122)      (44)     (88)
      Cumulative effects of accounting changes .        --        --      924 
      Net cash provided by operating activities      4,329     3,491    3,020 

   Cash flows from investing activities:
     Capital expenditures  . . . . . . . . . . .    (2,572)   (2,817)  (2,334)
     Proceeds from dispositions of property and  
      other assets . . . . . . . . . . . . . . .       335       594      452 
     New investments, advances and business      
      acquisitions . . . . . . . . . . . . . . .       (91)     (200)    (126)
     Proceeds from sales of investments  . . . .       176       256        8 
     Other . . . . . . . . . . . . . . . . . . .       (18)       (2)      18 
     Net cash used in investing activities . . .    (2,170)   (2,169)  (1,982)

   Cash flows from financing activities:
     New long-term obligations . . . . . . . . .       438     1,313    3,061 
     Repayment of long-term obligations  . . . .      (138)   (2,286)  (3,147)
     Cash dividends paid . . . . . . . . . . . .    (1,092)   (1,092)  (1,091)
     Issuances of common stock . . . . . . . . .        29        27       25 
     Acquisitions of common stock  . . . . . . .       (41)      (32)     (29)
     Increase (decrease) in short-term           
      obligations  . . . . . . . . . . . . . . .      (783)      677     (152)
     Net cash used in financing activities . . .    (1,587)   (1,393)  (1,333)
   Increase (decrease) in cash and marketable    
   securities  . . . . . . . . . . . . . . . . .       572       (71)    (295)

   Cash and marketable securities-beginning of   
    year . . . . . . . . . . . . . . . . . . . .     1,217     1,288    1,583 
   Cash and marketable securities-end of year  .   $ 1,789   $ 1,217  $ 1,288 

       (The accompanying notes are an integral part of these statements.)

                                       41

                       AMOCO CORPORATION AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS


   Note 1.  Accounting Policies

        Principles of consolidation

        The  operations  of  all   significant  subsidiaries  in  which  the
   Corporation directly  or indirectly  owns  more than  50 percent  of  the
   voting stock are included in the consolidated financial statements.   The
   Corporation  also  consolidates  its   proportionate  share  of   assets,
   liabilities and results  of operations of oil and  gas joint ventures and
   undivided interest pipeline companies.  Investments in other companies in
   which  less than a majority interest is  held are generally accounted for
   by the equity method.

        Inventories

        Inventories  are carried  at the  lower of  current market  value or
   cost.   Cost is  determined under the last-in,  first-out ("LIFO") method
   for  the majority  of inventories  of crude  oil, petroleum  products and
   chemical products.  The costs of remaining inventories are determined  on
   the first-in, first-out ("FIFO") or average cost methods.

        Costs incurred in oil and gas producing activities

        The Corporation follows the successful efforts method of accounting.
   Costs  of  property   acquisitions,  successful  exploratory  wells,  all
   development costs (including CO2 and certain other  injected materials in
   enhanced  recovery projects)  and  support equipment  and  facilities are
   capitalized.  Unsuccessful exploratory wells are expensed when determined
   to be  non-productive.   Production costs,  overhead and  all exploration
   costs  other than  exploratory drilling  are  charged  against income  as
   incurred.

        Depreciation, depletion and amortization

        Generally, depreciation of plant and  equipment, other than oil  and
   gas facilities, is  computed on a straight-line basis over  the estimated
   economic lives of the facilities.  Depletion of the cost of producing oil
   and  gas  properties, amortization  of  related  intangible  drilling and
   development costs and depreciation  of tangible lease and  well equipment
   are recognized using the unit-of-production method.

        The portion of costs of unproved oil and gas properties estimated to
   be non-productive is amortized over projected holding periods.  




                                       42

        The  estimated costs to  dismantle, restore and abandon  oil and gas
   properties are  recognized over  the properties' productive lives  on the
   unit-of-production method.

        Retirements

        Upon normal  retirement or replacement of facilities, the gross book
   value  less salvage  is charged  to accumulated  depreciation.   Gains or
   losses  from abnormal  retirements or  sales are  credited or  charged to
   income.

        Maintenance and repairs

        All maintenance and repair costs  are charged against income,  while
   significant improvements are capitalized.

        Derivative contracts

        The Corporation periodically  enters into  futures, swaps,  forwards
   and  option contracts  to manage  its exposure  to price  fluctuations on
   hydrocarbon transactions  and its exposure to  exchange rate fluctuations
   on its debt denominated in foreign currencies.  Recognized gains,  losses
   and  cash flows  from hedge contracts are  reported as  components of the
   related transactions.  

        Translation of foreign currencies

        The U.S. dollar has been determined to be the appropriate functional
   currency  for   essentially  all   operations  except   foreign  chemical
   operations.

        Environmental liabilities

        The  Corporation has  provided  in its  accounts for  the reasonably
   estimable future costs of probable  environmental remediation obligations
   relating  to  current  and  past  activities, including  obligations  for
   previously  disposed assets  or businesses.   In  the case  of long-lived
   cleanup projects,  the effects of  inflation and other  factors, such  as
   improved  application  of  known  technologies  and  methodologies,   are
   considered in  determining the  amount  of  estimated liabilities.    The
   liability  is undiscounted and  primarily consists of costs  such as site
   assessment, monitoring,  equipment, utilities  and soil and  ground water
   treatment  and   disposal.    The   estimated  environmental  remediation
   obligation  has  not been  reduced  for  probable  recoveries  from third
   parties, which are recorded as assets.








                                       43

                       AMOCO CORPORATION AND SUBSIDIARIES                       

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

        Net Income Per Share

        Net  income  per share  of  common  stock is  based  on  the monthly
   weighted average number of shares outstanding during the year.

   Note 2.  Acquisitions, Dispositions and Special Items 

        In 1994, earnings included benefits of $270 million related to final
   settlements with the Internal Revenue Service involving crude oil  excise
   taxes  ("COET") assessed  in the  1980s.   Of this  amount,  $180 million
   represented interest on  the settlements.  Earnings also included  a gain
   of $45 million on the sale of certain European oil and gas properties.

        As  a result of  the organizational restructuring, a  charge of $394
   million ($256  million after-tax) was  accrued in the  second quarter  of
   1994.   Included in  selling and administrative expenses  were charges of
   $225  million  ($146 million  after-tax) related  to employee-termination
   costs  directly  associated with  the  severance  of  approximately 3,800
   employees expected to  occur by year-end 1995.   Of the 3,800  employees,
   approximately  2,000  represent   personnel  in  accounting,  information
   technology and other related  support staff; the remainder  are employees
   associated  with business group operations.   Approximately 75 percent of
   the total terminations  are professionals, managers and supervisors.   In
   1994,  charges against the  accrual relating to the  elimination of about
   2,000 positions totaled $64 million after tax.  As  of December 31, 1994,
   the accrual balance associated with  restructuring was $82 million  after
   tax  ($126 million  before tax),  which was  considered adequate  for all
   future  severances to  which  the  company has  committed.   Included  in
   operating expenses were charges  of $169 million ($110 million after-tax)
   related to a reduction in carrying value of assets that will be divested.
   Disposition  of  these assets,  including a  hazardous-waste incineration
   facility  that is  not yet  in  commercial production,  will  not have  a
   material effect on revenues, depreciation or income. 
        
        In 1993, new investments, advances and business acquisitions totaled
   $200  million, including  the  purchase of  Phillips  Fibers Corporation.
   Proceeds from dispositions of property and other assets and from sales of
   investments  totaled   $850  million,   including  certain  non-strategic
   properties and investments in Canada for approximately $471 million.

        Earnings  in 1993  included gains  of $120  million relating  to the
   Corporation's disposition  of 65 percent  of the equity  investment in  a
   Canadian company, Crestar  Energy Inc.,  in connection  with its  initial
   public offering.  Also included were gains of $70 million associated with
   the  disposition  of certain  Canadian  properties.    Earnings  in  1993
   included after-tax  charges of $170 million associated with the writedown

                                       44

                       AMOCO CORPORATION AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

   of  Congo exploration  and production  operations to  current recoverable
   value.

        Earnings in 1992 were reduced by after-tax charges of $805  million,
   as  part of  a  strategic  reassessment of  business operations.    These
   charges included  $473 million for costs  of restructuring business units
   and related charges,  including anticipated losses on  the disposition of
   oil  and gas properties and  other non-strategic assets  and investments;
   $181 million  for charges  related  to work  force reductions;  and  $151
   million for other  reserves and adjustments.  Substantially all  of these
   restructuring  efforts  have been  completed.    Earnings  were favorably
   affected  by  $90  million related  to  the  settlement  of  natural  gas
   contracts in Sharjah.  Also favorably affecting earnings were benefits of
   $90 million  associated  with revised  estimates of  tax obligations  and
   retirement of debt.


   Note 3.  Cash Flow Information

        The Consolidated Statement of  Cash Flows provides information about
   changes in cash and cash  equivalents, including cash in excess  of daily
   requirements that is invested in marketable securities, substantially all
   of  which have  a maturity  of three months or  less when  acquired.  The
   effect of foreign  currency exchange rate fluctuations on total  cash and
   marketable securities balances was not significant.

        Net cash provided by operating activities reflects cash payments for
   interest and income taxes as follows:
                                         1994           1993            1992
                                                (millions of dollars)
   Interest paid . . . . . . . . . .    $ 297           $ 367           $ 550

   Income taxes paid . . . . . . . .    $ 903           $ 632           $ 974

   Note 4.  Financial Instruments and Hedging Activities

        All financial instruments held  by the Corporation are for  purposes
   other than trading.  All derivatives  are either exchange traded or  with
   major financial institutions,  and the risk of credit loss  is considered
   remote.   A significant portion of Amoco's receivables are from other oil
   and gas and chemical companies.  Although collection of these receivables
   could be  influenced by economic factors  affecting these industries, the
   risk of significant loss is considered remote.
        
        The carrying values of receivables, payables,  marketable securities
   and short-term obligations approximate  their fair value.  The  estimated

                                       45

                       AMOCO CORPORATION AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)


   fair value of long-term debt outstanding as of December 31, 1994 and 1993
   was $4,342 million and $4,264 million, respectively.  The estimated  fair
   value of  marketable securities  and  debt were  based on  quoted  market
   prices for  the same or similar  issues, or the current  rates offered to
   the Corporation for issues with the same remaining maturities. 

        The  Corporation conducts  its business  primarily in  U.S. dollars.
   Significant  exposures  to foreign  currency  exchange  risk  are reduced
   through the use of financial instruments, primarily by hedging of foreign
   currency borrowings.   The following table shows the amount  of long-term
   debt, including current portions, denominated in foreign currencies as of
   December  31, 1994  and 1993,  and the face  amounts of  foreign currency
   forward and  option contracts that have been designated as hedges of that
   debt:

                                              1994                1993
                                       Long-Term          Long-Term
                                          Debt    Hedge*     Debt     Hedge*

                                               (millions of U.S. dollars)
   British pound sterling  . . . . . .     $ 596   $ 909       $ 565    $ 873

   Canadian dollar . . . . . . . . . .     $ 231   $ 348       $  77    $  45

                     
   * Includes tax effects.

        The  hedge  contracts  generally  have the  same  maturities as  the
   related  debt.   The carrying  value and  fair value  of the  forward and
   option contracts were not material at December 31, 1994 and 1993.

        The Corporation also enters into futures contracts and forward swaps
   to  manage its exposure to price fluctuation on hydrocarbon transactions.
   The crude oil futures contracts  generally match the pricing  of specific
   purchase transactions to market prices at delivery dates.  The net effect
   of  natural gas futures and swaps is  to convert specific sales contracts
   from  fixed  prices  to  market  prices.    Natural  gas  swap  contracts
   outstanding  at December 31,  1994 and  1993 totaled 151 and  24 trillion
   British thermal units ("Btus"), respectively.   Most contracts are  for a
   remaining  term of less  than one  year, while  contracts representing 43
   trillion Btus of  natural gas have  terms that  extend from  one to  five
   years.   While these contracts have no carrying  value, their fair value,
   representing  the  estimated amount  that  would  have  been  required to
   terminate the swaps at year-end 1994, was an unfavorable $28 million.



                                       46

                       AMOCO CORPORATION AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)


       In  the normal course  of business, the Corporation  has entered into
   contracts  for the  purchase  of transportation  capacity,  materials and
   services over  terms of up to  20 years.  The  remaining minimum payments
   required  under these  contracts  at  December  31,  1994,  totaled  $709
   million.  At December 31, 1994, contingent liabilities of the Corporation
   included guarantees  of $54 million on outstanding loans  of others.  The
   Corporation  also  has  entered  into  various  pipeline  throughput  and
   deficiency  contracts  with  affiliated  companies.     These  agreements
   supported an  estimated $7  million of affiliated  company borrowings  at
   December 31, 1994.  The fair value of these commitments is immaterial.

   Note 5.  Inventories

        Inventories  at  December  31, 1994  and  1993,  are  shown  in  the
   following table:

                                                             December 31
                                                          1994         1993
                                                            (millions of
                                                              dollars)
    Crude oil and petroleum products  . . . . . . .    $     349    $     415
    Chemical products . . . . . . . . . . . . . . .          375          377
    Other products and merchandise  . . . . . . . .           24           21
    Materials and supplies  . . . . . . . . . . . .          294          297
     Total  . . . . . . . . . . . . . . . . . . . .    $   1,042    $   1,110

        During  the year ended  December 31,  1993, the  Corporation reduced
   certain  inventory  quantities  which were  valued  at lower  LIFO  costs
   prevailing in prior years.   The effect of this reduction was to increase
   net  income by approximately $50 million.  The similar effect in 1994 was
   not material.

        Inventories carried under the LIFO  method represented approximately
   51  percent of total year-end  inventory carrying  values in 1994  and 47
   percent  in 1993.    It is  estimated that  inventories  would have  been
   approximately $1,100 million higher  than reported on December  31, 1994,
   and  approximately  $900  million higher  on  December 31, 1993,  if  the
   quantities  valued on  the LIFO  basis were  instead  valued on  the FIFO
   basis.








                                       47

                       AMOCO CORPORATION AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)


   Note 6.  Property, Plant and Equipment

        Investment in properties at December 31, 1994 and 1993, detailed  by
   industry segment, was as follows:

                                                      December 31
                                                    1994              1993
                                               Gross       Net         Net
                                                 (millions of dollars)
    Exploration and production:
      United States . . . . . . . . . .    $  15,559  $    6,957   $   6,935
      Non-U.S.  . . . . . . . . . . . .       13,771       5,037       5,008
    Refining, marketing and
    transportation  . . . . . . . . . .        9,940       5,654       5,797
    Chemicals . . . . . . . . . . . . .        5,727       2,956       2,668
    Other operations  . . . . . . . . .          752         534         546
    Corporate . . . . . . . . . . . . .          700         405         415
        Total . . . . . . . . . . . . .    $  46,449  $   21,543   $  21,369

   Note 7.  Short-Term Obligations

        Amoco's  short-term   obligations  consist  of   notes  payable  and
   commercial  paper.   Notes payable  as of  December 31, 1994,  totaled $7
   million at an average annual interest rate of 5.7  percent, compared with
   $71 million at an average annual interest rate of 3.2 percent at year-end
   1993.    Commercial  paper  borrowings  at December 31,  1994,  were $217
   million at an  average annual interest rate of  5.9 percent compared with
   $936 million at  an average annual  interest rate  of 3.4  percent as  of
   December 31, 1993. 

        Bank  lines   of  credit  available  to   support  commercial  paper
   borrowings of the  Corporation amounted to $490 million at  both December
   31, 1994 and 1993.  All of these were supported by commitment fees.

        The Corporation  also maintains compensating balances  with a number
   of banks for various purposes.  Such arrangements do not legally restrict
   withdrawal or usage of available cash funds.  In  the aggregate, they are
   not material in relation to total liquid assets.

   Note 8.  Accounts Payable

        Accounts payable at December 31, 1994 and 1993, included liabilities
   in the amount of $306 million and $304 million, respectively, for  checks


                                       48

                       AMOCO CORPORATION AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)


   issued in  excess  of related  bank balances  but not  yet presented  for
   collection.

   Note 9.  Long-Term Debt

        Amoco's  long-term   debt  resides   principally  with   two   Amoco
   subsidiaries--Amoco Company and Amoco Canada.  Amoco Company functions as
   the principal holding company for substantially all  of Amoco's petroleum
   and  chemical  operations,   except  Canadian  petroleum  operations  and
   selected other activities.





































                                       49

                       AMOCO CORPORATION AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)


        The components of long-term  debt and year-end rates are  summarized
   as follows:
                                                              December 31
                                                              1994       1993
                                                              (millions of
                                                                dollars)
   Amoco Company
     8 5/8% Debentures due 2016  . . . . . . . . . . .   $      52  $     102
     9 3/4% Debentures due 2016  . . . . . . . . . . .          58         78
     9 7/8% Debentures due 2016  . . . . . . . . . . .          25         25
     Environmental and other industrial development
     obligations . . . . . . . . . . . . . . . . . . .         649        619
     U.K. Loans-6.7% Sterling(1) . . . . . . . . . . .         596        565
               -5.6% U.S. dollar(1)  . . . . . . . . .         195        195
     Other indebtedness  . . . . . . . . . . . . . . .         535        435
       Subtotal  . . . . . . . . . . . . . . . . . . .       2,110      2,019
     Less current maturities . . . . . . . . . . . . .          24         52
       Total Amoco Company . . . . . . . . . . . . . .       2,086      1,967
   Amoco Canada
     6 3/4% Debentures due 2005  . . . . . . . . . . .         299        299
     7 1/4% Notes due 2002 . . . . . . . . . . . . . .         299        299
     6 3/4% Debentures due 2023  . . . . . . . . . . .         296        296
     7.95% Debentures due 2022 . . . . . . . . . . . .         296        296
     7 1/4% Notes due 2002 . . . . . . . . . . . . . .         254        254
     7 3/8% Subordinated Exchangeable Debentures (SEDs) 
          due 2013(2)  . . . . . . . . . . . . . . . .         458        457
     Other . . . . . . . . . . . . . . . . . . . . . .          35         36
       Subtotal  . . . . . . . . . . . . . . . . . . .       1,937      1,937
     Less current maturities . . . . . . . . . . . . .          --         --
       Total Amoco Canada  . . . . . . . . . . . . . .       1,937      1,937
   Other subsidiaries (less current maturities)  . . .         364        133
   Total long-term debt  . . . . . . . . . . . . . . .   $   4,387  $   4,037

   (1)Weighted average interest rate at December 31, 1994.
   (2)The SEDs are exchangeable for Amoco common  stock at $52.50 per share.

        Amoco Corporation guarantees the outstanding public debt obligations
   of  Amoco Company.   Amoco  Corporation and  Amoco Company  guarantee the
   notes and debentures of Amoco Canada, except for the SEDs.

        AmProp Inc., a real estate subsidiary, had long-term debt secured by
   real  estate  assets,  totaling $61  million  at  year-end 1994,  and $88
   million at year-end 1993, which is not guaranteed by Amoco Corporation or  
   Amoco Company.

                                       50

                       AMOCO CORPORATION AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)


        Annual maturities  of  total long-term  debt during  the  next  five
   years,  including the portion  classified as current, are  $24 million in
   1995, $720  million in 1996, $211  million in 1997, $247  million in 1998
   and $134 million in 1999.


   Note 10.  Capital Stock

        There  were 800,000,000  shares of  common stock  without  par value
   authorized  at December 31, 1994.   Details concerning share transactions
   are shown below:


                                1994                  1993                1992
                           Shares      Amount     Shares   Amount     Shares   Amount
                          (thous)       (mil)    (thous)    (mil)    (thous)    (mil)

                                                           
   Net shares on
   Jan. 1  . . . . .     496,401  $    2,147    496,303  $ 2,126    496,335  $ 2,115 
   Stock repurchases        (771)        (10)      (686)      (6)      (733)     (14)
   Sales and
   distributions
   under employee
   benefit plans,
   etc.  . . . . . .         763          29        784       27        701       25 
   Net shares
   outstanding on
   December 31 . . .     496,393  $    2,166    496,401  $ 2,147    496,303  $ 2,126 

        
       In addition, there are  50 million shares  of voting preferred  stock
   and 50 million  shares of non-voting  preferred stock authorized.   As of
   December 31, 1994, none of the preferred stock had been issued.

   Note 11.  Leases

        The  Corporation  leases  various  types  of  properties,  including
   service stations, tankers, buildings, railcars and other facilities, some
   of which are subleased to others, through operating leases.   Some of the
   leases and  subleases provide  for contingent  rentals based  on  refined
   product throughput.





                                       51

                       AMOCO CORPORATION AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)


        Summarized below as of December 31, 1994, are future minimum rentals
   payable and related sublease rental income for operating leases.

                                              Rentals     Rental
                                              Payable     Income
                                                 (millions of
                                                   dollars)
   1995  . . . . . . . . . . . . . . . .    $     191   $    167
   1996  . . . . . . . . . . . . . . . .          163        100
   1997  . . . . . . . . . . . . . . . .          146         45
   1998  . . . . . . . . . . . . . . . .          135          7
   1999  . . . . . . . . . . . . . . . .          126          4
   After 1999  . . . . . . . . . . . . .          487         28
     Total minimum rentals . . . . . . .    $   1,248   $    351
       
        Rental  expense and  related rental  income applicable  to operating
   leases for the three years ended December 31, 1994, are summarized below:

                                                      1994     1993      1992
                                                     (millions of dollars)

   Minimum rental expense  . . . . . . . . . .   $     252 $    229 $     253
   Contingent rental expense . . . . . . . . .          19       16        23
     Total . . . . . . . . . . . . . . . . . .         271      245       276
   Less--Related rental income . . . . . . . .         172       84        85
     Net rental expense  . . . . . . . . . . .   $      99 $    161 $     191


   Note 12.  Foreign Currency

        A foreign currency gain  of $24 million  was reflected in income  in
   1994, compared  with gains of $47 million  and $129 million  for 1993 and
   1992, respectively.   In addition, a net translation gain  of $32 million
   in 1994,  and net translation losses  of $18 million and  $27 million for
   1993 and  1992, respectively,  were  reflected  in the  foreign  currency
   translation adjustment account in shareholders' equity.









                                       52

                       AMOCO CORPORATION AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)



   Note 13.  Interest Expense

        The Corporation  capitalizes interest cost related  to the financing
   of major projects under development.   All other interest is expensed  as
   incurred.   The components  of  interest expense  are summarized  in  the
   following table:
                                                1994        1993       1992
                                                   (millions of dollars)
   Short-term obligations  . . . . . . . .   $      19   $    14    $     13 
   Long-term obligations . . . . . . . . .         269       285         320 
     Total external financing  . . . . . .         288       299         333 
   Other interest expense  . . . . . . . .          30        39         (67)
                                                   318       338         266 
   Less--capitalized interest  . . . . . .          --        13          19 
     Net interest expense  . . . . . . . .   $     318   $   325    $    247 

   Note 14.  Research and Development Expenses

        Research and development costs are expensed as incurred and amounted
   to $255 million in 1994, $292 million in 1993 and $300 million in 1992. 


























                                       53

                       AMOCO CORPORATION AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)


   Note 15.  Taxes

        Effective  January 1, 1992,  the Corporation  adopted SFAS  No. 109.
   The cumulative effect was to increase deferred income tax liabilities  as
   of  January 1,  1992, and  reduce  net income  by $68  million  ($.14 per
   share).   Also, 1992  net income before  the cumulative  effect was  $215
   million ($.43  per  share) greater  than  it would  have been  under  the
   previous method.   

        The  aggregate  federal  and  foreign  deferred income  tax  balance
   represents the tax effect of the following items at December 31:
                                                         1994          1993
                                                     (millions of dollars)
   Tax credit and loss carryforwards . . . . . .    $       912    $      630 
   Exploration costs . . . . . . . . . . . . . .            304           286 
   Postretirement benefits . . . . . . . . . . .            516           503 
   Environmental costs . . . . . . . . . . . . .            387           380 
   Other . . . . . . . . . . . . . . . . . . . .            578           507 
   Gross deferred tax assets . . . . . . . . . .          2,697         2,306 
   Deferred tax asset valuation allowance  . . .           (720)         (573)
   Net deferred tax assets . . . . . . . . . . .    $     1,977    $    1,733 

   Accelerated depreciation  . . . . . . . . . .    $     3,403    $    3,367 
   Intangible drilling costs . . . . . . . . . .            707           679 
   Other . . . . . . . . . . . . . . . . . . . .            340           289 
   Deferred tax liabilities  . . . . . . . . . .    $     4,450    $    4,335 

        The increase in the deferred tax asset valuation allowance primarily
   reflects an  increase  in  foreign  tax  credit carryforwards  for  which
   realization is considered unlikely.

















                                       54

                       AMOCO CORPORATION AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)


        The provision for income taxes is composed of:

                                                 1994       1993       1992
                                                   (millions of dollars)
   Federal--current  . . . . . . . . . . .   $     392  $     104  $      326 
          --deferred . . . . . . . . . . .         (74)       162        (366)
   Foreign--current  . . . . . . . . . . .         422        479         533 
          --deferred . . . . . . . . . . .         (47)       (77)       (370)
   State and local . . . . . . . . . . . .           9         19          30 
                                             $     702  $     687  $      153 

        The following is a reconciliation  between the provision for  income
   taxes and income taxes determined by applying the federal statutory  rate
   to income before income taxes:


                                      1994                    1993                    1992
                                            Percent                 Percent                Percent
                                                 of                      of                     of
                                  Amount    Pre-Tax       Amount    Pre-Tax      Amount    Pre-Tax
                              (millions)     Income   (millions)     Income  (millions)     Income
                                                                             
   Pretax income:
     U.S. source . . . . .  $     1,738             $     1,553             $      613 
     Foreign source  . . .          753                     954                    390 
                            $     2,491             $     2,507             $    1,003 

   Theoretical U.S. income
   tax . . . . . . . . . .  $       872       35.0  $       878       35.0  $      341       34.0 
   Increase (reduction) due
   to:
   Foreign taxes at rates
   in excess of U.S. rate           120        4.8           92        3.7         125       12.4 
   Effect of foreign
   currency gains/losses .           (9)       (.3)         (24)      (1.0)       (133)     (13.2)
   Tax credits   . . . . .         (174)      (7.0)        (185)      (7.4)       (127)     (12.7)
   Tax-rate changes  . . .           --         --           53        2.1          39        3.9 
   Prior-year adjustments           (68)      (2.7)        (125)      (5.0)       (119)     (11.9)
   All other (net) . . . .          (39)      (1.6)          (2)        --          27        2.7 
                            $       702       28.2   $       687       27.4 $      153       15.2 


                                       55

                       AMOCO CORPORATION AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)


        Taxes other than income taxes include:
                                                        1994     1993    1992
                                                       (millions of dollars)
   Consumer excise taxes . . . . . . . . . . . . .   $ 3,409 $  2,824 $ 2,738
   Production and severance taxes
     United States . . . . . . . . . . . . . . . .       112      128     121
     Foreign . . . . . . . . . . . . . . . . . . .        73      110     363
   Property taxes  . . . . . . . . . . . . . . . .       289      315     287
   Social Security, corporation and other taxes  .       270      271     235
                                                     $ 4,153 $  3,648 $ 3,744

        Undistributed   earnings   of   certain  foreign   subsidiaries  and
   joint-venture  companies aggregated  $499 million  on December  31, 1994,
   which, under  existing  law,  will  not be  subject  to  U.S.  tax  until
   distributed  as dividends.  Since the earnings  have been or are intended
   to be  indefinitely reinvested  in foreign  operations, no  provision has
   been   made  for  any   U.S.  taxes  that  may   be  applicable  thereto.
   Furthermore, any taxes paid to foreign governments on those earnings  may
   be used  in whole  or in  part, as  credits against  the U.S. tax  on any
   dividends distributed  from such  earnings.   It  is not  practicable  to
   estimate  the  amount  of  unrecognized  deferred  U.S.  taxes  on  these
   undistributed earnings.

   Note 16.  Stock Option Plans

        The  Corporation's  stock  option  plans  approved  by  shareholders
   provide  for the granting  of options with or  without stock appreciation
   rights  ("SARs") to key,  managerial and other eligible  employees to buy
   Corporation  common stock at not less than 100 percent of the fair market
   value at the date of grant.  Such options may  be incentive stock options
   to  the extent provided in  the Internal  Revenue Code.   Options granted
   under  the plans prior to 1994 normally extend for 10 years and generally
   become exercisable  two  years after  the  date of  the grant.    Options
   granted in 1994 become exercisable  50 percent one year after the date of
   grant  and 100 percent two years  after the date of  grant.  Options with
   SARs  permit holders  to surrender  exercisable options  in exchange  for
   payment determined by the amount  by which the market value of the shares
   on  the  dates the  rights are  exercised  exceeds the  grant price.   No
   options were granted  with SARs in  1994.  Such  payments can be made  in
   shares,  cash or  a combination  at the  discretion of  the administering
   committee.






                                       56

                       AMOCO CORPORATION AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)


        Option  plan transactions  in 1993  and 1994  are summarized  in the
   following table:

                                                     Thousands    Price Range
                                                     of Shares      Per Share
   Options outstanding on Jan. 1, 1993 . . . .          9,259  $25.03 - 54.88
           Granted . . . . . . . . . . . . . .          2,199  $53.69 - 57.44
           Exercised . . . . . . . . . . . . .           (615) $25.03 - 54.13
           Surrendered or terminated . . . . .           (172) $44.06 - 57.44
           Canceled upon exercise of SARs  . .           (112) $25.03 - 52.44
   Options outstanding on Dec. 31, 1993  . . .         10,559  $28.25 - 57.44
           Granted . . . . . . . . . . . . . .          2,295  $55.06 - 57.88
           Exercised . . . . . . . . . . . . .           (684) $28.25 - 54.13
           Surrendered or terminated . . . . .           (454) $44.06 - 57.44
           Canceled upon exercise of SARs  . .           (121) $28.25 - 42.50
   Options outstanding on Dec. 31, 1994  . . .         11,595  $29.81 - 57.88

        Of the total options outstanding on  December 31, 1994, 499,140 were
   with  SARs.   Stock options  for  7,537,234  shares were  exercisable  at
   year-end 1994.   No options may  be granted under the  current plan after
   December 31, 2001.

        The  Corporation's  restricted stock  grant  plans  provide  for the
   awarding of shares of Corporation  common stock to selected  employees of
   Amoco  and  its  participating   subsidiaries,  including  officers   and
   directors.   Shares issued under the  plans may not be  sold or otherwise
   transferred for a minimum period as established at the time of the grant.
   The  shares  generally  are subject  to  forfeiture  if  the  recipient's
   employment terminates during the specified period unless such termination
   is  due to  death, total  disability or  involuntary retirement.   Shares
   issued have  dividend and voting  rights identical  to other  outstanding
   shares  of the Corporation's  common stock.   During  1994, 57,735 shares
   were issued under the current plans.  No restricted  shares may be issued
   under the current plan after December 31, 2001.

   Note 17.  Employee Compensation Programs

        Management  incentive compensation  plans approved  by  shareholders
   provide for the granting of awards to key, managerial  and other eligible
   executives of the Corporation and certain subsidiaries.   Amounts charged
   against  earnings in  anticipation of  awards to  be made later  were $15
   million in 1994, $10 million in 1993 and $8 million in 1992.  Awards made
   in  1994, 1993  and 1992  amounted to  $21 million,  $13 million  and $16
   million, respectively.


                                       57

                       AMOCO CORPORATION AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

        The Amoco Performance  Share Plan,  which became effective in  1992,
   allocates Amoco stock to  eligible employees when the Corporation's total
   return to shareholders meets or  exceeds the average return achieved by a
   select group of competitors.  In 1994,  the return on Amoco stock,  based
   on the average return for  the past three years, was above the competitor
   three-year  average.   As a result, employees  earned stock  equal to 3.5
   percent  of  compensation.    No contributions  were  made  on behalf  of
   employees  in 1993  as the  return on  Amoco common  stock was  below the
   competitor average.   In  1992 the return  on Amoco stock  was above  the
   competitor average,  resulting in  employees earning  stock equal to  4.4
   percent of compensation.  The amounts charged to expense in 1994 and 1992
   were $59 million and $77 million, respectively.

   Note 18.  Retirement Plans

        The Corporation  and  its subsidiaries  have  a  number  of  defined
   benefit pension  plans  covering  most  employees.    Plan  benefits  are
   generally  based  on  employees'  years  of  service  and  average  final
   compensation.  Essentially all of the cost of these plans is borne by the
   Corporation.  The Corporation makes contributions to the plans in amounts
   that are  intended to provide for  the cost of pension  benefits over the
   service lives of employees.

























                                       58

                       AMOCO CORPORATION AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)


        The funded status of  the plans as of December 31  for 1994 and 1993
   was as follows:


                                                                     Plans for which
                                                                     Assets      Benefits
                                                                     Exceed       Exceeds
                                                                   Benefits        Assets
                                                                  (millions of dollars)
                                                                                      
  1994
   Fair value of plan assets, principally equity and
   fixed-income securities . . . . . . . . . . . . . . . . . .  $    2,253    $       73 
   Actuarial present value of benefit obligations:
     Accumulated benefit obligation* . . . . . . . . . . . . .       2,191           186 
     Additional benefits based on estimated future salary
     levels  . . . . . . . . . . . . . . . . . . . . . . . . .         390            57 
     Projected benefit obligation ("PBO")  . . . . . . . . . .       2,581           243 
   Plan assets under PBO . . . . . . . . . . . . . . . . . . .        (328)         (170)
   Unrecognized net (gains) losses at transition . . . . . . .         (58)            8 
   Other unrecognized net losses . . . . . . . . . . . . . . .         351            53 
   Unrecognized prior service cost . . . . . . . . . . . . . .          57             8 
   Net pension cost prepaid (accrued)  . . . . . . . . . . . .  $       22    $     (101)

   1993
   Fair value of plan assets, principally equity and
   fixed-income securities . . . . . . . . . . . . . . . . . .  $    2,432    $      216 
   Actuarial present value of benefit obligations:
     Accumulated benefit obligation* . . . . . . . . . . . . .       2,213           347 
     Additional benefits based on estimated future salary
     levels  . . . . . . . . . . . . . . . . . . . . . . . . .         479           111 
     Projected benefit obligation ("PBO")  . . . . . . . . . .
                                                                     2,692           458 
   Plan assets under PBO . . . . . . . . . . . . . . . . . . .        (260)         (242)
   Unrecognized net gains at transition  . . . . . . . . . . .         (57)           (1)
   Other unrecognized net losses . . . . . . . . . . . . . . .         301           144 
   Unrecognized prior service cost . . . . . . . . . . . . . .          79            13 
   Net pension cost prepaid (accrued)  . . . . . . . . . . . .  $       63    $      (86)

                            
   *  Accumulated benefits totaling $266 million and $192 million were non-
      vested at December 31, 1994 and 1993, respectively.








                                       59

                       AMOCO CORPORATION AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)


        The actuarial  assumptions  used  for  the  Corporation's  principal
   pension plans for 1994 and 1993 were as follows:

                                                               1994    1993

   Discount rate for service and interest cost . . . . . .     7.0%    7.5%
   Discount rate for the projected benefit obligation  . .     8.5%    7.0%
   Rate of compensation increase for the projected benefit
   obligation  . . . . . . . . . . . . . . . . . . . . . .     5.0%    5.0%
   Long-term rate of return on assets  . . . . . . . . . .    10.0%   10.0%

        The components of net pension  cost for the past three years were as
   follows:

                                                 1994       1993       1992
                                                    (millions of dollars)
   Service cost--benefits earned during the
   period  . . . . . . . . . . . . . . . . .  $    113   $     102  $     114 
   Interest cost on projected benefit
   obligation  . . . . . . . . . . . . . . .       221         204        221 

   Actual loss (gain) on assets  . . . . . .        53        (302)      (141)
   Less--unrecognized (loss) gain  . . . . .      (311)         50       (124)
   Recognized gain on assets . . . . . . . .      (258)       (252)      (265)
   Curtailment loss (gain) . . . . . . . . .        21          --        (51)
   Amortization of unrecognized amounts  . .        22           1         11 
   Net pension cost  . . . . . . . . . . . .  $    119  $       55  $      30 

        Most  employees   are  also  eligible  to   participate  in  defined
   contribution plans  by contributing a portion of their compensation.  The
   Corporation  matches contributions  up to  specified percentages  of each
   employee's compensation.   Matching contributions charged  to income were
   $99 million in 1994, $96 million in 1993 and $100 million in 1992.

   Note 19.  Other Postretirement Benefits

        The Corporation and its subsidiaries provide certain health care and
   life insurance  benefits for retired employees.  Substantially all of the
   Corporation's  domestic  employees   and  employees  in  certain  foreign
   countries are  provided these benefits through  insurance companies whose
   premiums are based  on benefits paid during the  year.  Effective January
   1, 1992, the Corporation  adopted SFAS No.  106, which requires that  the
   cost of  such benefits  be recognized during  employees' years of  active
   service.   The  cumulative effect  of the  accounting change  relating to
   benefits  attributable to years  of service  prior to 1992 was  to reduce


                                       60

                       AMOCO CORPORATION AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)


   1992 net income  by $856 million  ($1.72 per  share).   In addition,  the
   effect of  adopting SFAS No. 106 in 1992 was to  reduce net income by $64
   million ($.13  per share).   During 1992, the  Corporation approved  plan
   amendments  which reduced  the  accumulated obligation  by  $270 million,
   which is being amortized prospectively.  

        The status of the Corporation's unfunded plans as of December 31 for
   1994 and 1993 was as follows:


                                                             1994      1993
                                                              (millions of
                                                                dollars)
   Accumulated benefit obligation
      Retirees . . . . . . . . . . . . . . . . . . . . .  $    603  $    668 
      Fully eligible active plan participants  . . . . .       156       116 
      Other active plan participants . . . . . . . . . .       281       475 
      Total  . . . . . . . . . . . . . . . . . . . . . .     1,040     1,259 
   Unrecognized net gains (losses) . . . . . . . . . . .       240       (56)
   Unrecognized prior service gains  . . . . . . . . . .       215       247 
   Accrued postretirement benefit cost . . . . . . . . .  $  1,495  $  1,450 

        The  actuarial  assumptions used  for  the  Corporation's  principal
   postretirement benefit plans for 1994 and 1993 were as follows:

                                                               1994      1993
   Discount rate for service and interest cost . . . . .       7.0%      8.0%
   Discount rate for the accumulated benefit obligation        8.5%      7.0%
   Rate of compensation increase for the accumulated
   benefit obligation  . . . . . . . . . . . . . . . . .       5.0%      5.0%
   Assumed current year health care cost trend rate
      --retirees under 65  . . . . . . . . . . . . . . .      11.1%     12.0%
      --Medicare eligible retirees . . . . . . . . . . .       8.5%      9.0%
   Assumed ultimate trend rate . . . . . . . . . . . . .       5.0%      5.0%
   Year ultimate health care cost rate will be achieved       2002      2002 
   Effect of 1% increase in health care cost trend rates
   (millions)
       --annual aggregate service and interest costs . .      $ 18      $ 17 
       --accumulated postretirement benefit obligation .      $ 93      $144 








                                       61

                       AMOCO CORPORATION AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)


        The  components of  net  postretirement benefit  costs for  the past
   three years were as follows:

                                                 1994       1993       1992
                                                    (millions of dollars)
   Service cost--benefits earned during the
   period  . . . . . . . . . . . . . . . . .  $     34   $      32  $      44 
   Interest cost on accumulated benefit
   obligation  . . . . . . . . . . . . . . .        89          97        105 
   Amortization and other  . . . . . . . . .       (33)        (22)       (10)
   Net postretirement benefit cost . . . . .  $     90   $     107  $     139 


   Note 20.  Litigation

        The Internal Revenue Service  ("IRS") has challenged the application
   of certain foreign income taxes as credits against the Corporation's U.S.
   taxes that otherwise  would have been payable for  the years 1980 through
   1989.  On June 18, 1992, the  IRS issued a statutory Notice of Deficiency
   for  additional taxes  in  the  amount of  $466 million,  plus  interest,
   relating to 1980 through 1982.  The  Corporation has filed a petition  in
   the U.S.  Tax Court contesting  the IRS statutory  Notice of  Deficiency.
   Trial on the matter is scheduled to commence in April 1995.  A comparable
   adjustment of foreign tax credits for each year has been proposed for the
   years  1983 through  1989  based  upon subsequent  IRS audits.    Similar
   challenges  could  arise  relating  to years  subsequent  to  1989.   The
   Corporation believes  that the foreign income  taxes have been  reflected
   properly in its U.S. federal  tax returns.  The Corporation is  confident
   that it  will prevail in  the litigation.  Consequently,  this dispute is
   not expected to have  a material adverse effect on  liquidity, results of
   operations, or the consolidated financial position of the Corporation.  

   Note 21.  Other Contingencies

        Amoco is subject to federal, state and local environmental laws  and
   regulations.  Amoco is currently participating in the cleanup of numerous
   sites  pursuant to such  laws and regulations.   The reasonably estimable
   future  costs of  probable environmental  obligations,  including Amoco's
   probable costs for  obligations for which Amoco is jointly  and severally
   liable, and for assets or businesses that were previously disposed,  have
   been  provided for  in the  Corporation's results  of operations.   These
   estimated  costs  represent  the amount  of  expenditures expected  to be
   incurred  in  the future  to  remediate  sites  with  known environmental
   obligations.  The accrued liability represents a reasonable best estimate
   of  Amoco's remediation  liability.    As the  scope of  the  obligations


                                       62

                       AMOCO CORPORATION AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

   becomes  better defined,  there may  be changes  in the  estimated future
   costs, which could result in charges against the company's future results
   of  operations.   The ultimate amount  of any such future  costs, and the
   range  within  which  such  costs can  be  expected  to  fall,  cannot be
   determined.   Although  the  costs  could be  significant, they  are  not
   expected to have  a material effect on Amoco's liquidity  or consolidated
   financial position.

   Note 22.  Summarized Financial Data--Amoco Company

        The  Corporation's  principal  subsidiary,  Amoco  Company,  is  the
   holding company  for substantially  all petroleum and  chemical operating
   subsidiaries  except  Amoco Canada.    Amoco  guarantees  the outstanding
   public debt obligations of Amoco Company.  

   Summarized financial data for Amoco Company are presented as follows:
                                                    1994       1993      1992
                                                    (millions of dollars)
   For the years ended December 31:
     Revenues (including excise taxes) . . . .  $ 27,841  $ 25,930  $  25,698
     Operating profit  . . . . . . . . . . . .  $  2,470  $  2,595  $   1,760
     Net income(1) . . . . . . . . . . . . . .  $  1,878  $  1,803  $   1,226
   At December 31:
     Current assets  . . . . . . . . . . . . .  $  5,399  $  4,383  $   4,644
     Total assets  . . . . . . . . . . . . . .  $ 24,549  $ 23,513  $  23,645
     Current liabilities . . . . . . . . . . .  $  4,142  $  3,976  $   3,949
     Long-term obligations(2)  . . . . . . . .  $  6,190  $  1,967  $   2,811
     Deferred credits  . . . . . . . . . . . .  $  4,584  $  4,441  $   4,257
     Minority interest . . . . . . . . . . . .  $      5  $     --  $      --
     Shareholder's equity(2) . . . . . . . . .  $  9,628  $ 13,129  $  12,628
                   
   (1) Excludes cumulative effects of accounting changes of $(702) million  
       in 1992.
   (2) Change reflects dividends in 1994 to Amoco Corporation of            
       intercompany notes receivable from subsidiaries.       

        Annual  maturities  of long-term  debt during  the next  five years,
   including  the portion classified  as current,  are $24  million in 1995,
   $658 million in 1996, $187 million in 1997, $247 million in 1998 and $134
   million in 1999.

   Note 23.  Segment and Geographic Data

        The Corporation  operates in  several industry segments.   Petroleum
   operations  include  exploration  and production  ("E&P")  and  refining,


                                       63

                       AMOCO CORPORATION AND SUBSIDIARIES

             NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)


   marketing  and  transportation  ("RM&T") segments.    The E&P  segment is
   engaged in exploring for, developing and producing crude oil and  natural
   gas and extraction of  natural gas liquids ("NGL").  The RM&T  segment is
   responsible  for  petroleum refining  operations,  the  marketing  of all
   refined petroleum products and the transportation and wholesale marketing
   of  NGL  and  domestic  natural  gas.    This  segment  also  encompasses
   transportation  of  crude  oil  to  refineries  via  marine  vessels  and
   pipelines and  associated supply and  trading activities.   The  chemical
   segment manufactures and sells various petroleum-based chemical products.
   Other operations  include investments in  technology companies,  offshore
   contract drilling, real estate interests, and other activities.  

        Intersegment and  intergeographic sales are accounted  for at prices
   that approximate  arm's-length market prices.   Operating profits include
   all  revenues and expenses  of the reportable segment,  except for income
   taxes and equity  in earnings of unconsolidated companies.   Income taxes
   are  generally assigned  to  the operations  that give  rise  to the  tax
   effects.

        Identifiable assets are those used in the operations of each segment
   or   area,  including   intersegment  or   intergeographic   receivables.
   Corporate assets consist primarily of cash, marketable securities and the
   unamortized   cost  of   purchased  tax   benefits.     Intersegment  and
   intergeographic  sales and  receivables  are  eliminated  in  determining
   consolidated  revenue  and identifiable  asset  totals.    Information by
   Industry Segment and Geographic Area is summarized in the tables on pages
   65 to 68.




















                                       64

                  Statement of Information by Industry Segment

   (millions of dollars)                  Petroleum Operations
                                       Exploration     Refining,
                                          and        Marketing and  Chemical
                                       Production   Transportation  Operations
   Year 1994
   Revenues other than intersegment
   sales . . . . . . . . . . . . .   $      2,568  $       22,555  $     4,593 
   Intersegment sales  . . . . . .          3,892             976           69 
     Total revenues  . . . . . . .   $      6,460  $       23,531  $     4,662 
   Operating profit  . . . . . . .   $      1,585  $          591  $       684 
   Equity in earnings of others  .              4              31           98 
   General corporate amounts . . .                                             
   Interest expense  . . . . . . .                                             
   Income taxes  . . . . . . . . .           (602)           (204)        (244)
     Net income  . . . . . . . . .   $        987  $          418  $       538 
   Depreciation and related charges  $      1,531  $          444  $       195 
   Capital expenditures  . . . . .   $      1,561  $          451  $       467 
   Identifiable assets . . . . . .   $     13,390  $        7,881  $     4,375 
   Equity investments and related
   advances  . . . . . . . . . . .   $         34  $           32  $       351 




                                         Other                       Consol-
                                       Operations     Corporate      idated*


   Year 1994
   Revenues other than intersegment
   sales . . . . . . . . . . . . .   $        144                  $  30,362 
   Intersegment sales  . . . . . .             --                         -- 
     Total revenues  . . . . . . .   $        144                  $  30,362 
   Operating profit  . . . . . . .   $       (248)                 $   2,612 
   Equity in earnings of others  .             --                        133 
   General corporate amounts . . .                 $           64         64 
   Interest expense  . . . . . . .                           (318)      (318)
   Income taxes  . . . . . . . . .             93             255       (702)
     Net income  . . . . . . . . .   $       (155) $            1  $   1,789 
   Depreciation and related charges  $         32  $           37  $   2,239 
   Capital expenditures  . . . . .   $         48  $           45  $   2,572 

   Identifiable assets . . . . . .   $        586  $        2,678  $  28,896 
   Equity investments and related
   advances  . . . . . . . . . . .   $          3                        420 
     Total assets  . . . . . . . .                                 $  29,316 

   *  After elimination of intersegment transactions.






                                       65

                  Statement of Information by Industry Segment

   (millions of dollars)                  Petroleum Operations
                                       Exploration     Refining,          
                                          and        Marketing and   Chemical  
                                       Production   Transportation  Operations
   Year 1993
   Revenues other than intersegment
   sales . . . . . . . . . . . . .   $      2,631  $       22,021  $    3,699 
   Intersegment sales  . . . . . .          4,057             893          74 
     Total revenues  . . . . . . .   $      6,688  $       22,914  $    3,773 
   Operating profit  . . . . . . .   $      1,563  $        1,237  $      321 
   Equity in earnings of others  .             --              30          60 
   General corporate amounts . . .                                             
   Interest expense  . . . . . . .                                             
   Income taxes  . . . . . . . . .           (568)           (441)       (141)
     Net income  . . . . . . . . .   $        995  $          826  $      240 
   Depreciation and related charges  $      1,518  $          419  $      182 
   Capital expenditures  . . . . .   $      1,590  $          685  $      370 
   Identifiable assets . . . . . .   $     13,822  $        8,108  $    3,938 
   Equity investments and related
   advances  . . . . . . . . . . .   $         31  $           32  $      234 




                                         Other                       Consol-
                                       Operations     Corporate      idated*


   Year 1993
   Revenues other than intersegment
   sales . . . . . . . . . . . . .   $        166                  $   28,617 
   Intersegment sales  . . . . . .             24                          -- 
     Total revenues  . . . . . . .   $        190                  $   28,617 
   Operating profit  . . . . . . .   $        (75)                 $    3,046 
   Equity in earnings of others  .             (1)                         89 
   General corporate amounts . . .                 $         (303)       (303)
   Interest expense  . . . . . . .                           (325)       (325)
   Income taxes  . . . . . . . . .             31             432        (687)
     Net income  . . . . . . . . .   $        (45) $         (196) $    1,820 
   Depreciation and related charges  $         30  $           44  $    2,193 
   Capital expenditures  . . . . .   $        126  $           46  $    2,817 

   Identifiable assets . . . . . .   $        633  $        2,051  $   28,185 
   Equity investments and related
   advances  . . . . . . . . . . .   $          4                         301 
     Total assets  . . . . . . . .                                 $   28,486 

   *  After elimination of intersegment transactions.






                                       66

                  Statement of Information by Industry Segment

   (millions of dollars)                   Petroleum Operations
                                      Exploration       Refining,
                                          and        Marketing and  Chemical
                                      Production    Transportation  Operations
   Year 1992
   Revenues other than intersegment
   sales . . . . . . . . . . . . .   $      2,812  $        21,282  $   3,807 
   Intersegment sales  . . . . . .          4,165              981        113 
     Total revenues  . . . . . . .   $      6,977  $        22,263  $   3,920 
   Operating profit  . . . . . . .   $      1,149  $           664  $    (174)
   Equity in earnings of others  .             (2)              25         31 
   General corporate amounts . . .                                            
   Interest expense  . . . . . . .                                              
   Income taxes  . . . . . . . . .           (276)            (227)        49 
     Net income (loss) . . . . . .   $        871  $           462  $     (94)
   Depreciation and related charges  $      1,751  $           390  $     189 
   Capital expenditures  . . . . .   $      1,092  $           806  $     320 
   Identifiable assets . . . . . .   $     13,909  $         8,135  $   3,592 
   Equity investments and related
   advances  . . . . . . . . . . .   $         85  $            26  $     188 


                                          Other                        Consol-
                                        Operations      Corporate      idated*

   Year 1992
   Revenues other than intersegment
   sales . . . . . . . . . . . . .   $         155                   $ 28,219 
   Intersegment sales  . . . . . .              48                         -- 
     Total revenues  . . . . . . .   $         203                   $ 28,219 
   Operating profit  . . . . . . .   $        (225)                  $  1,414 
   Equity in earnings of others  .              (9)                        45 
   General corporate amounts . . .                  $          (209)     (209)
   Interest expense  . . . . . . .                             (247)     (247)
   Income taxes  . . . . . . . . .              55              246      (153)
   Cumulative effects of accounting 
        changes  . . . . . . . . .                                       (924)
     Net income (loss) . . . . . .   $        (179) $          (210) $    (74)
   Depreciation and related charges  $          61  $            49  $  2,440 
   Capital expenditures  . . . . .   $          60  $            56  $  2,334 

   Identifiable assets . . . . . .   $         633  $         2,199  $ 27,951 
   Equity investments and related
   advances  . . . . . . . . . . .   $         203                        502 
     Total assets  . . . . . . . .                                   $ 28,453 

   *After elimination of intersegment transactions.







                                       67



                   Statement of Information by Geographic Area
                                                                              Consol-
                             United                                            idated
   (millions of dollars)     States    Canada   Europe    Other    Corporate    (1)

                                                           
   Year 1994
   Revenues other than
   intergeographic sales .  $24,003  $  2,555 $  1,403  $ 1,899              $ 30,362 
   Intergeographic sales .      711       706       24      473                    -- 
     Total revenues  . . .  $24,714  $  3,261 $  1,427  $ 2,372                30,362 
   Operating profit  . . .  $ 1,836  $    349 $     47  $   380              $  2,612     
   Net income  . . . . . .  $ 1,393  $    203 $      4  $   188  $        1  $  1,789 

   Capital expenditures  .  $ 1,537  $    340 $    126  $   524  $       45  $  2,572 
   Identifiable assets . .  $18,074  $  3,566 $  2,469  $ 2,123  $    2,678  $ 28,896     
   Equity investments                                                                     
   and related advances  .  $    36  $     33 $      4  $   347                   420 
     Total assets  . . . .                                                   $ 29,316 
   Equity in earnings                                                                     
   of others . . . . . . .  $    30  $      4 $     --  $    99              $    133 

   Year 1993
   Revenues other than
   intergeographic sales .  $22,777  $  2,664 $  1,051  $ 2,025              $ 28,617 
   Intergeographic sales .      562       749       38      462                    -- 
     Total revenues  . . .  $23,339  $  3,413 $  1,089  $ 2,487              $ 28,617 
   Operating profit  . . .  $ 2,200  $    607 $    (80) $   319              $  3,046     

   Net income  . . . . . .  $ 1,589  $    451 $   (104) $    80  $     (196) $  1,820 
   Capital expenditures  .  $ 1,624  $    294 $    362  $   491  $       46  $  2,817 
   Identifiable assets . .  $18,226  $  3,703 $  2,371  $ 2,118  $    2,051  $ 28,185     
   Equity investments                                                                     
   and related advances  .  $    39  $     28 $      3  $   231                   301 
     Total assets  . . . .                                                   $ 28,486 
   Equity in earnings                                                                     
   of others . . . . . . .  $    26  $      1 $     (2) $    64              $     89 

   Year 1992
   Revenues other than
   intergeographic sales .  $22,051  $  2,442 $  1,180  $ 2,383              $ 28,219 
   Intergeographic sales .      586  $    780 $     15  $   698              $     -- 

     Total revenues  . . .  $22,637  $  3,222 $  1,195  $ 3,081              $ 28,219 
   Operating profit  . . .  $ 1,144  $   (225)$     12  $   483              $  1,414 
   Net income (loss) . . .  $   909  $     33 $   (107) $   225  $     (210) $    (74)(2)
   Capital expenditures  .  $ 1,399  $    128 $    469  $   282  $       56  $  2,334 

   Identifiable assets . .  $17,768  $  3,811 $  2,340  $ 2,252  $    2,199  $ 27,951 
   Equity investments and           
   related advances  . . .  $    36  $     82 $      3  $   381                   502 
     Total assets  . . . .                                                   $ 28,453 
   Equity in earnings of
   others  . . . . . . . .  $    23  $     (2)$    (10) $    34              $     45 

   (1)  After elimination of intergeographic transactions.
   (2)  Includes cumulative effects of accounting changes  of $(924) million
   in 1992.


                                       68

                       AMOCO CORPORATION AND SUBSIDIARIES
                                                  
                            SUPPLEMENTAL INFORMATION


   1.  Quarterly Results and Stock Market Data


                                                         Net                  Common Stock
                                                       Income     Cash       Price Ranges(2)
                                Operating     Net      (Loss)   Dividends
                                 Profit      Income      Per       Per       High       Low
                     Revenues    (Loss)    (Loss)(1)    Share     Share
                                 (millions of dollars, except per-share amounts)
                                                                  
   1994
   First quarter . $    6,765 $      634  $      398  $  .80  $       .55 $  56 1/8 $  50 7/8
   Second quarter       8,035        558         410     .83          .55    60        51 1/8
   Third quarter .      7,780        751         445     .89          .55    61 1/4    56 3/4
   Fourth quarter       7,782        669         536    1.08          .55    64 1/8    57 1/2

   1993
   First quarter .      6,943        509         229     .46          .55    58 1/2    48 1/8
   Second quarter       7,225        811         487     .98          .55    59 1/4    53 5/8
   Third quarter .      7,072        817         520    1.05          .55    58 3/8    52 3/8
   Fourth quarter       7,377        909         584    1.17          .55    59        51 1/2

   (1)  Fourth-quarter  1994  earnings included  a  $45  million  gain  associated  with  the
        disposition  of  certain  European  oil  and  gas  properties,  and  tax  adjustments
        benefiting corporate  operations of $33 million.   Results for  the third quarter  of
        1994  included environmental  charges of  $32  million.   Net income  for  the second
        quarter of 1994 included restructuring charges of  $256 million.  Second-quarter 1994
        results also included benefits of $270 million relating to final settlements with the
        IRS involving crude oil excise taxes in the 1980s.  Results for the fourth quarter of
        1993 included  a gain of $120 million associated with the disposition of a portion of
        an equity investment in a Canadian company.   Net income in the third quarter of 1993
        included  a gain  of $70  million  associated with  the disposition  of  certain non-
        strategic  Canadian  properties.   First-quarter  results  included  charges of  $170
        million related to  the writedown of Congo  exploration and production operations  to
        current  recoverable value and tax benefits of $56 million resulting from disposition
        of certain operations.  

   (2)  The common stock price range is that on the New York Stock Exchange.   Amoco's common
        stock is also traded on the Chicago, Pacific, Toronto and four Swiss stock exchanges.

















                                       69


   2.  Oil and Gas Exploration and Production Activities

        Supplemental   information  about  oil   and  gas   exploration  and
   production  activities  is  reported  in  compliance  with  SFAS  No. 69,
   "Disclosures about Oil and Gas Producing Activities."

   Results of Operations for Oil and Gas Producing Activities


                                    United
   (millions of dollars)            States  Canada   Europe    Other      Worldwide

                                                               
   1994
   Oil and gas production
   revenues:
     From consolidated            
     subsidiaries  . . . . . . .  $  2,497 $  323  $      2  $    877   $     3,699 
     From unaffiliated entities        460    412       668       603         2,143 
   Other revenues  . . . . . . .       263    186       100        69           618 
     Total revenues  . . . . . .     3,220    921       770     1,549         6,460 
   Production costs:
     Taxes other than income   .       242     17        21        65           345 
     Other production costs  . .       788    265       278       401         1,732 
   Exploration expenses  . . . .       113    117       178       225           633 
   Depreciation, depletion and
     amortization expense  . . .       629    261       215       340         1,445 
   Other related costs . . . . .       412     27       130       151           720 
     Total costs . . . . . . . .     2,184    687       822     1,182         4,875 
   Operating profit  . . . . . .     1,036    234       (52)      367         1,585 
   Income tax expense  . . . . .       188    113        11       290           602 
     Results of operations . . .  $    848 $  121  $    (63) $     77   $       983 

   1993
   Oil and gas production
   revenues:
     From consolidated            
     subsidiaries  . . . . . . .  $  2,572 $  385  $     12  $  1,078   $     4,047 
     From unaffiliated entities        742    411       492       442         2,087 
   Other revenues  . . . . . . .       137    322        42        53           554 
     Total revenues  . . . . . .     3,451  1,118       546     1,573         6,688 
   Production costs:
     Taxes other than income . .       297     13        17       102           429 
     Other production costs  . .       875    276       209       380         1,740 
   Exploration expenses  . . . .        90     47       151       241           529 
   Depreciation, depletion and
   amortization expense  . . . .       693    293       165       327         1,478 
   Other related costs . . . . .       495     61        95       298           949 
     Total costs . . . . . . . .     2,450    690       637     1,348         5,125 
   Operating profit  . . . . . .     1,001    428       (91)      225         1,563 
   Income tax expense  . . . . .       189     91         9       279           568 
     Results of operations . . .  $    812 $  337 $    (100) $    (54)  $       995 

                          
   Certain data for 1993 have been
   reclassified.





                                       70



                                    United
   (millions of dollars)            States  Canada   Europe    Other      Worldwide 
                                                             
   Year 1992
   Oil and gas production
   revenues:
     From consolidated            
     subsidiaries  . . . . . . .  $  2,366 $  476  $     --  $   1,259  $      4,101
     From unaffiliated entities        904    348       586        822         2,660
   Other revenues  . . . . . . .        65     71        26         54           216
     Total revenues  . . . . . .     3,335    895       612      2,135         6,977
   Production costs:
     Taxes other than income . .       271     15        21        351           658
     Other production costs  . .       934    358       225        382         1,899
   Exploration expenses  . . . .       140     72       150        300           662
   Depreciation, depletion and
   amortization expense  . . . .       703    347       206        401         1,657
   Other related costs . . . . .       286    506        18        142           952
     Total costs . . . . . . . .     2,334  1,298       620      1,576         5,828
   Operating profit  . . . . . .     1,001   (403)       (8)       559         1,149
   Income tax expense  . . . . .       223   (324)       95        282           276
     Results of operations . . .  $    778 $  (79) $   (103) $     277 $         873

        Oil and  gas production  revenues reflect  the market prices  of net
   production   sold  or  transferred,  with   appropriate  adjustments  for
   royalties, net profits interest and other contractual  provisions.  Other
   revenues in 1994 include the U.S. COET settlement; other revenues in 1993
   include  Canadian gains  on dispositions  of properties  and investments.
   Taxes  other  than income  include  production  and  severance  taxes and
   property taxes.   Other  production costs  are lifting costs  incurred to
   operate and  maintain productive  wells and related  equipment, including
   such  costs  as  operating  labor,  repairs and  maintenance,  materials,
   supplies  and fuel consumed.  Also  included are operating costs of field
   natural  gas  liquids  plants,   because  the  Corporation  includes  the
   operations of  these plants in  the exploration  and production  segment.
   Production costs include related administrative expenses and depreciation
   applicable to support equipment associated with production activities.

        Exploration expenses include the costs of geological and geophysical
   activity,  carrying  and retaining  undeveloped  properties  and drilling
   exploratory  wells  determined  to  be  non-productive.     Depreciation,
   depletion and amortization expense  relates to capitalized costs incurred
   in  acquisition,  exploration and  development  activities  and  does not
   include depreciation applicable to support equipment.   Included in other
   related  costs  are significant,  non-recurring  items  and  purchases of
   natural  gas for  field natural  gas liquids  plants.   Significant, non-
   recurring  items include  $102 million  for  restructuring in  1994; $210
   million  for the  writedown of  Congo operations  to  current recoverable
   value  and  U.S.  environmental  charges  of  $96  million in  1993;  and
   restructuring charges of $566 million in 1992. 

        Income taxes are generally assigned to the operations that give rise
   to  the tax  effects.   Results  of operations  do  not include  interest
   expense and general corporate amounts nor their associated tax effects.  
    




                                       71

   Standardized Measure of Discounted Future Net Cash Flows
   Relating to Proved Oil and Gas Reserves

        The  standardized  measure  of  discounted  future  net  cash  flows
   relating  to proved  oil and gas  reserves is prescribed by  SFAS No. 69.
   The statement  requires measurement  of  future  net cash  flows  through
   assignment of a  monetary value to proved reserve quantities  and changes
   therein using  a standardized formula.   The amounts  shown are based  on
   prices and costs at the end of each period, legislated tax rates and a 10
   percent annual  discount factor.  Because  the calculation assumes static
   economic  and political  conditions  and requires  extensive  judgment in
   estimating the timing of production, the resultant future net cash  flows
   are  not necessarily  indicative of  the fair  market value  of estimated
   proved reserves,  but provide a reference point that  may assist the user
   in projecting future cash flows.

        Summarized below  is the  standardized measure of  discounted future
   net cash  flows relating to proved  oil and gas reserves  at December 31,
   1994, 1993 and 1992.


                                     United
   (millions of dollars)             States      Canada       Europe      Other    Worldwide

                                                                   
   December 31, 1994
   Future cash inflows . . . . .   $   33,605 $     8,135   $   6,736 $    10,951 $    59,427
   Future development and
   production costs  . . . . . .       16,922       3,686       3,939       4,207      28,754
   Future income taxes . . . . .        3,999       1,471         950       2,776       9,196
   Future net cash flows . . . .       12,684       2,978       1,847       3,968      21,477
   Ten percent annual discount .        7,189       1,324         538       1,435      10,486
   Discounted net cash flows . .   $    5,495 $     1,654   $   1,309 $     2,533 $    10,991

   December 31, 1993
   Future cash inflows . . . . .   $   35,403 $     7,948   $   5,826 $     8,242 $    57,419
   Future development and
   production costs  . . . . . .       17,639       3,605       3,091       4,084      28,419
   Future income taxes . . . . .        4,235       1,566       1,012       1,620       8,433
   Future net cash flows . . . .       13,529       2,777       1,723       2,538      20,567
   Ten percent annual discount .        7,714       1,259         589         961      10,523
   Discounted net cash flows . .   $    5,815 $     1,518   $   1,134 $     1,577 $    10,044


   December 31, 1992
   Future cash inflows . . . . .   $   43,134 $     9,786   $   6,574 $     9,109 $    68,603
   Future development and
   production costs  . . . . . .       17,541       4,872       3,442       3,751      29,606
   Future income taxes . . . . .        6,837       1,828       1,371       2,217      12,253
   Future net cash flows . . . .       18,756       3,086       1,761       3,141      26,744
   Ten percent annual discount .       10,829       1,459         695       1,091      14,074
   Discounted net cash flows . .   $    7,927 $     1,627   $   1,066 $     2,050 $    12,670


    
        Future cash inflows are computed by  applying the year-end prices of
   oil and gas to proved reserve quantities as reported  in the tables under


                                       72

   the heading  "Estimated  Proved  Reserves."    Future price  changes  are
   considered  only  to the  extent  provided  by  contractual arrangements.
   Future  development and  production costs  are estimated  expenditures to
   develop and  produce the  proved  reserves based  on year-end  costs  and
   assuming  continuation of  existing economic  conditions.   Future income
   taxes  are calculated  by  applying  appropriate statutory  tax  rates to
   future  pre-tax net  cash flows  from proved  oil  and gas  reserves less
   recovery of  the tax  basis  of proved  properties, and  adjustments  for
   permanent differences.

   Statement of Changes in Standardized Measure
   of Discounted Future Net Cash Flows

        The  following table details the changes in the standardized measure
   of discounted future  net cash flows for  the three years  ended December
   31, 1994:


                                                          1994      1993      1992
                                                            (millions of dollars)

                                                                 
   Balance at January 1  . . . . . . . . . . . . . . .  $10,044  $12,670  $  11,830 
   Changes resulting from:
     Sales and transfers of oil and gas produced, net
     of production costs . . . . . . . . . . . . . . .   (3,765)  (3,965)    (4,204)
     Net changes in prices, and development and
     production costs  . . . . . . . . . . . . . . . .    1,059   (3,966)     1,872 
     Current-year expenditures for development . . . .    1,499    1,594      1,318 
     Extensions, discoveries, and improved recovery,
     less related costs  . . . . . . . . . . . . . . .    1,128      758        593 
     Sales of reserves in place  . . . . . . . . . . .      (45)    (235)      (332)
     Revisions of previous quantity estimates  . . . .      303      488       (182)
     Accretion of discount . . . . . . . . . . . . . .    1,331    1,798      1,702 
     Net change in income taxes  . . . . . . . . . . .     (253)   1,861       (178)
     Other . . . . . . . . . . . . . . . . . . . . . .     (310)    (959)       251 
   Balance at December 31  . . . . . . . . . . . . . .  $10,991  $10,044  $  12,670 

                         
   Certain data for 1993 have been reclassified.

        The price of crude  oil has fluctuated over the  past several years,
   and price  changes have had  significant effects on  the computed  future
   cash flows over the  period shown.   Because the  price of  crude oil  is
   likely to remain volatile in the future, price changes can be expected to
   continue to  significantly affect the standardized  measure of future net
   cash flows.















                                       73

   Estimated Proved Reserves

        Net proved reserves of crude oil (including condensate), natural gas
   liquids ("NGL")  and natural gas at  the beginning and end  of 1994, 1993
   and  1992, with the detail  of changes during those  years, are presented
   below.   Reported quantities  include reserves  in which  the Corporation
   holds an economic  interest under production-sharing  and other  types of
   operating  agreements  with  foreign  governments.   The  estimates  were
   prepared by Corporation engineers and are based on current technology and
   economic  conditions.   The  Corporation considers  such estimates  to be
   reasonable and  consistent with current knowledge  of the characteristics
   and  extent of  proved production.   These  estimates include  only those
   amounts  considered to be  proved reserves and do  not include additional
   amounts that  may result from  extensions of currently  proved areas,  or
   amounts  that  may result  from new  discoveries in  the future,  or from
   application  of   secondary  or  tertiary  recovery   processes  not  yet
   determined to  be  commercial.    Proved  developed  reserves  are  those
   reserves  that are expected  to be recovered through  existing wells with
   existing equipment and operating methods.

































                                       74



                           Crude Oil and NGL Reserves

                               United
                               States         Canada        Europe    Other    Worldwide
                                                                      Crude
                            Crude           Crude        Crude         Oil,   Crude
   (millions of barrels)     Oil    NGL      Oil    NGL   Oil    NGL   NGL     Oil    NGL
                                                           
   Proved reserves:
   December 31, 1991 . .      960   471      267    55    171    14    508   1,898    548 
     Revisions of         
     previous estimates       (15)   11       14    (1)    23    (1)    (6)     16      9 
     Improved recovery    
     applications  . . .        2    --        3    --      8     1      2      15      1 
     Extensions,          
     discoveries and      
     other additions . .        2     2        1    --      3    --     22      26      4 
     Purchases of         
     reserves in place .        3    --       43     6     --    --     --      46      6 
     Sales of reserves in 
     place . . . . . . .       (3)   --      (53)   (9)    (1)   --     (2)    (59)    (9)
     Production  . . . .      (84)  (23)(*)  (29)   (4)   (19)   (1)   (91)   (221)   (30)
   December 31, 1992 . .      865   461      246    47    185    13    433   1,721    529 
     Revisions of         
     previous estimates        14     3        8     1      6     1     35      63      5 
     Improved recovery    
     applications  . . .        6     2        1    --     14     1     34      55      3 
     Extensions,          
     discoveries and      
     other additions . .        5     2       19     1      4    --     77     103      5 
     Purchases of         
     reserves in place .        1     1       12     2     --    --      2      14      4 
     Sales of reserves in 
     place . . . . . . .       (3)   (1)     (35)   (4)    --    --     --     (38)    (5)
     Production  . . . .      (75)  (25)(*)  (26)   (5)   (18)   --    (87)   (204)   (32)
   December 31, 1993 . .      813   443      225    42    191    15    494   1,714    509 
     Revisions of         
     previous estimates       (20)   18       (2)    2      7    (1)    27      13     18 
     Improved recovery    
     applications  . . .       16     3        6    --      4    --     30      56      3 
     Extensions,          
     discoveries and      
     other additions . .       48     6       36     2      6     2     49     139     10 
     Purchases of         
     reserves in place .        5    --        4    --     --    --     --       9     -- 
     Sales of reserves in 
     place . . . . . . .       (5)   (1)      (3)   --     (7)   (1)   (22)    (37)    (2)

     Production  . . . .      (71)  (22)(*)  (21)   (5)   (24)   (1)   (83)   (198)   (29)
   December 31, 1994 . .      786   447      245    41    177    14    495   1,696    509 
   Proved developed
   reserves:
   December 31, 1991 . .      930   423      252    50    114    11    434   1,723    491 
   December 31, 1992 . .      839   413      236    43    123     9    384   1,574    473 
   December 31, 1993 . .      789   396      205    39    154    12    381   1,521    455 
   December 31, 1994 . .      727   404      198    38    150    10    387   1,455    459 




                                       75



                                           Natural Gas Reserves

                                            United
   (billions of cubic feet)                 States    Canada    Europe    Other   Worldwide

                                                                     
   Proved reserves:
   December 31, 1991 . . . . . . . . . .    11,649      4,269    1,156    1,626     18,700 

     Revisions of previous estimates . .       506         (8)      77      (15)       560 
     Improved recovery applications  . .        --         --        6       --          6 
     Extensions, discoveries and other
     additions . . . . . . . . . . . . .       354        134        7       46        541 
     Purchases of reserves in place  . .         2        377      131       --        510 
     Sales of reserves in place  . . . .       (50)      (965)     (36)      --     (1,051)
     Production  . . . . . . . . . . . .      (845)      (288)     (98)    (183)    (1,414)
   December 31, 1992 . . . . . . . . . .    11,616      3,519    1,243    1,474     17,852 

     Revisions of previous estimates . .       812        (25)      81       68        936 
     Improved recovery applications  . .         1         --        6       --          7 
     Extensions, discoveries and other
     additions . . . . . . . . . . . . .       160        112       22      247        541 
     Purchases of reserves in place  . .        76         86        9       52        223 
     Sales of reserves in place  . . . .       (31)      (391)      --       --       (422)
     Production  . . . . . . . . . . . .      (867)      (332)     (95)    (193)    (1,487)
   December 31, 1993 . . . . . . . . . .    11,767      2,969    1,266    1,648     17,650 

     Revisions of previous estimates . .       220         91       14      159        484 
     Improved recovery applications  . .         1          1        2       --          4 
     Extensions, discoveries and other
     additions . . . . . . . . . . . . .       555        288      236      778      1,857 
     Purchases of reserves in place  . .       117          7       --       --        124 
     Sales of reserves in place  . . . .       (39)       (45)      (9)      --        (93)
     Production  . . . . . . . . . . . .      (893)      (289)    (121)    (202)    (1,505)
   December 31, 1994 . . . . . . . . . .    11,728      3,022    1,388    2,383     18,521 

   Proved developed reserves:
   December 31, 1991 . . . . . . . . . .    10,892      3,507      621      606     15,626 
   December 31, 1992 . . . . . . . . . .    10,876      2,916      645      454     14,891 
   December 31, 1993 . . . . . . . . . .    11,019      2,556    1,062      618     15,255 
   December 31, 1994 . . . . . . . . . .    10,829      2,643    1,028    1,038     15,538 

                             
   *Excludes non-leasehold NGL  production attributable to  processing plant
   ownership of approximately 10 million  barrels for each of 1992, 1993 and
   1994.














                                       76

   Capitalized Costs

        The following  table summarizes  capitalized costs  for oil  and gas
   exploration  and  production  activities,  and  the  related  accumulated
   depreciation, depletion and amortization. 



                                        United
   (millions of dollars)                States  Canada   Europe   Other      Worldwide

                                                              
   December 31, 1994
   Unproved properties:
     Gross assets  . . . . . . . . .   $    365 $    224 $     114 $     170 $   873
     Accumulated amortization  . . .        113       91        12        --     216
       Net assets  . . . . . . . . .        252      133       102       170     657
   Proved properties:
     Gross assets  . . . . . . . . .     14,574    3,906     2,804     6,029  27,313
     Accumulated depreciation,        
     depletion, etc. . . . . . . . .      8,168    2,076     1,443     4,781  16,468
       Net assets  . . . . . . . . .      6,406    1,830     1,361     1,248  10,845
   Support equipment and facilities:
     Gross assets  . . . . . . . . .        620       75       106       343   1,144
     Accumulated depreciation  . . .        321       32        64       235     652
       Net assets  . . . . . . . . .        299       43        42       108     492
   Net capitalized costs . . . . . .   $  6,957 $  2,006 $   1,505 $   1,526 $11,994
   December 31, 1993
   Unproved properties:
     Gross assets  . . . . . . . . .   $    320 $    120  $    163  $     96  $  699
     Accumulated amortization  . . .        133       61        --        --     194
       Net assets  . . . . . . . . .        187      59       163        96      505
   Proved properties:
     Gross assets  . . . . . . . . .     14,099   3,736     2,515     5,796   26,146
     Accumulated depreciation,        
     depletion, etc. . . . . . . . .      7,699   1,896     1,230     4,463   15,288
       Net assets  . . . . . . . . .      6,400   1,840     1,285     1,333   10,858
   Support equipment and facilities:
     Gross assets  . . . . . . . . .        638      74       118       364    1,194
     Accumulated depreciation  . . .        290      28        63       233      614
       Net assets  . . . . . . . . .        348      46        55       131      580
   Net capitalized costs . . . . . .   $  6,935 $ 1,945  $  1,503  $  1,560  $11,943












                                       77

   Costs Incurred

        Property acquisition costs include costs incurred to purchase, lease
   or otherwise acquire  oil and gas properties.  Exploration  costs include
   the costs of geological and geophysical activity,  carrying and retaining
   undeveloped properties  and  drilling  and equipping  exploratory  wells.
   Development costs include the costs of drilling and equipping development
   wells, CO2  and certain  other injected  materials for  enhanced recovery
   projects and  facilities to extract,  treat and gather and  store oil and
   gas.   Exploration and development costs  include administrative expenses
   and depreciation  applicable to  support equipment associated  with these
   activities.    Costs  incurred  summarized  below  include  both  amounts
   expensed and capitalized.


                                  United
   (millions of dollars)          States      Canada     Europe       Other      Worldwide

                                                                      
   1994
   Property acquisition:
     Proved  . . . . . . . .     $      52    $    11    $      9     $      1    $      73
     Unproved  . . . . . . .            50         51           3            2          106
   Exploration . . . . . . .           245        116         185          291          837
   Development . . . . . . .           614        246         193          446        1,499
        Total  . . . . . . .     $     961    $   424    $    390     $    740    $   2,515

   1993
   Property acquisition:
     Proved  . . . . . . . .     $      11    $    11    $     36     $     23    $      81
     Unproved  . . . . . . .             4         23          54           20          101
   Exploration . . . . . . .           133         64         149          229          575
   Development . . . . . . .           657        234         276          427        1,594
        Total  . . . . . . .     $     805    $   332    $    515     $    699    $   2,351

   1992
   Property acquisition:
     Proved  . . . . . . . .     $       2    $     2    $     --     $     --    $       4
     Unproved  . . . . . . .            14          8           3            5           30
   Exploration . . . . . . .           151         35         139          311          636
   Development . . . . . . .           479        116         381          342        1,318
        Total  . . . . . . .     $     646    $   161    $    523     $    658    $   1,988










                                       78

   Item 9.  Changes in and Disagreements with Accountants on  Accounting and
        Financial Disclosure

        None.

                                                   
                                    Part III


   Item 10.  Directors and Executive Officers of the Registrant

        The information required  by this item with respect to  directors is
   incorporated by reference to pages 3-10 of Amoco's Proxy Statement  dated
   March 13, 1995.  Also, see heading "Executive Officers of the Registrant"
   on page 19 of this Form 10-K.

   Item 11.  Executive Compensation

        The  information required by this item  is incorporated by reference
   to  pages  11-19  of  Amoco's  Proxy  Statement  dated  March  13,  1995.
   Information related to the  Board Compensation and Organization Committee
   Report  on Executive  Compensation and  the Cumulative  Total Shareholder
   Return Five-Year  Comparison graph are identified  separately therein and
   are not incorporated herein.

   Item 12.  Security Ownership of Certain Beneficial Owners and Management

        The  information required by this item  is incorporated by reference
   to  pages 3,  10, 13  and 14 of Amoco's  Proxy Statement  dated March 13,
   1995.

   Item 13.  Certain Relationships and Related Transactions

        The information required by  this item is incorporated by  reference
   to page 10 of Amoco's Proxy Statement dated March 13, 1995.


                                                
                                     Part IV


   Item 14.  Exhibits, Financial Statement Schedules, and Reports on Form 8-K

        (a)  1. and 2.  Financial Statements and Schedules

             See Index to Financial  Statements and Supplemental Information
             on page 36.

        Schedules not included  in this Form 10-K have been  omitted because
   they are either not  applicable or the required  information is shown  in
   the financial statements or notes thereto.

                                       79

             3.  Exhibits

             See Index to Exhibits on page 84.

        (b)  Reports on Form 8-K.
             
             No reports on Form 8-K were filed during the quarter ended     
             December 31, 1994.












































                                       80

                                   SIGNATURES

        Pursuant  to  the  requirements  of  Section  13  or  15(d)  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, in  the City of Chicago,  and State of Illinois,  on the 21st
   day of March, 1995.

                                                    AMOCO CORPORATION
                                                       (Registrant)


                                                       JOHN L. CARL
                                                       John L. Carl
                                                 Executive Vice President

        Pursuant to the requirements of the Securities Exchange Act of 1934,
   this report has  been signed below by the  following persons on behalf of
   the registrant and in the capacities indicated on March 21, 1995.

                Signatures                                       Titles


                                           Chairman of the Board, President, 
    H. LAURANCE FULLER *                      and Director
    H. Laurance Fuller                     (Principal Executive Officer) 


                                           Executive Vice President and Chief
    JOHN L. CARL*                            Financial Officer 
    John L. Carl                           (Principal Financial Officer)

    
    J. R. REID                             Vice President and Controller
    J. R. Reid                             (Principal Accounting Officer)   


    L. D. THOMAS*                          Vice Chairman and Director
    L. D. Thomas


    PATRICK J. EARLY*                      Vice Chairman and Director
    Patrick J. Early


    DONALD R. BEALL*                       Director
    Donald R. Beall

                                       81


                Signatures                           Titles

    RUTH BLOCK*                           Director
    Ruth Block


    JOHN H. BRYAN*
    John H. Bryan                         Director


    ERROLL B. DAVIS, JR.*                 Director
    Erroll B. Davis, Jr.


    RICHARD FERRIS*                       Director
    Richard Ferris


    F. A. MALJERS*                        Director
    F. A. Maljers*


    ROBERT H. MALOTT*                     Director
    Robert H. Malott


    W. E. MASSEY*                         Director
    W. E. Massey        


    MARTHA R. SEGER*                      Director
    Martha R. Seger 


    MICHAEL WILSON*   
    Michael Wilson                        Director      


    RICHARD D. WOOD*                      Director
    Richard D. Wood       


    *By
    JOHN L. CARL                          Individually and as Attorney-in-Fact
    John L. Carl





                                       82




                                                                SCHEDULE VIII

                                AMOCO CORPORATION

                                                 


                      VALUATION AND QUALIFYING ACCOUNTS(1)


                         For the Year Ended December 31,
                              (millions of dollars)

                                                        Additions

                                         Balance     Charged
                                           at        to costs    Charged                Balance      
               Description              beginning      and       to other   Deductions   at end  
                                         of year     expenses    accounts      (2)      of year  
                                                                         
   1994
   Allowance for doubtful notes
   and accounts receivable . . . . .         $ 65       $ 27      $ --        $ 69      $ 23

   1993
   Allowance for doubtful notes
   and accounts receivable . . . . .           87         26        --          48        65

   1992
   Allowance for doubtful notes
   and accounts receivable . . . . .          101         70        --          84        87



                          

   (1)  Reserves were  deducted from the  assets to  which they apply  in the
        Consolidated Statement of Financial Position.

   (2)  Accounts written off less recoveries and other adjustments.












                                       83

                                AMOCO CORPORATION
                                                 
                                INDEX TO EXHIBITS


                                                                             Sequentially
    Exhibit                                                                    Numbered
    Number                               Exhibit                                 Page    
                                                                       
    3(a)     --The Amended Articles of Incorporation of the registrant are   
             incorporated herein by reference to Exhibit 3(a) to the       
             registrants's Quarterly Report on Form 10-Q for the           
             quarter ended March 31, 1985.                                         --  

    3(b)     --By-laws of the registrant as amended December 20, 1994,
             included herein.

    4        --The registrant will provide to the Securities and Exchange    
             Commission upon request copies of instruments defining the    
             rights of holders of long-term debt of the registrant         
             and its consolidated subsidiaries.                                    --  

    9        --None.                                                               --  

    10(a)    --The 1981 Management Incentive Program of Amoco                
             Corporation and its Participating Subsidiaries, as amended    
             through November 29, 1983, is incorporated herein by            
             reference to Exhibit 10(a) to the registrant's Annual Report  
             on Form 10-K for the year ended December 31, 1983.                    --  

    10(b)    --Omitted.                                                            --  

    10(c)    --The 1986 Management Incentive Program of Amoco Corporation    
             and its Participating Subsidiaries, as amended through        
             April 25, 1989, is incorporated herein by reference to Exhibit
             10(c) to the registrant's Annual Report on Form 10-K for the
             year ended December 31, 1989.  Amendments to the 1986  
             Management Incentive Program are incorporated herein by       
             reference to pages 9-16 of Amoco's Proxy Statement dated        
             March 15, 1991.                                                       --  

    10(d)    --Amendments to the 1981 Management Incentive Program           
             are incorporated herein by reference to pages 22-37 of        
             Amoco's Proxy Statement dated March 14, 1986.                         --  

    10(e)    --The 1991 Incentive Program of Amoco Corporation and           
             its Participating Subsidiaries is incorporated herein by      
             reference to Exhibit 10(e) to the registrant's Annual Report    
             on Form 10-K for the year ended December 31, 1991.                    --  

    10(f)    --Restricted Stock Plan for Non-Employee Directors and Retainer 
             Stock Plan for Non-Employee Directors are incorporated herein  
             by reference to pages 20 through 26 of the registrant's Proxy  
             Statement dated March 16, 1989.                                       --  




                                       84

                                                                              Sequentially 
Exhibit                                                                         Numbered    
Number                               Exhibit                                      Page      

    10(g)    --Amoco Employee Savings Plan as amended and restated,          
             effective November 29, 1994, is incorporated herein by
             reference to Exhibit 10(g) to the registrant's Form S-8
             Registration Statement filed March 14, 1995 (No. 33-58063).           --  

    10(h)    --Deferral and Restoration Plans not included herein are
             incorporated by reference to Exhibit 10(h) to the registrant's
             Annual Report on Forms 10-K for the years ended December 31,
             1992 and 1993.
               --Amoco Performance Share Restoration Plan;
               --Deferral Savings Restoration Plan of Amoco Corporation and  
                 Participating Companies;
               --ERISA Savings Restoration Plan of Amoco Corporation and     
                 Participating Companies;
               --Amoco Corporation Deferred Directors Fee Plan;
               --Bonus Deferral Plan for 1991 Incentive Program and Form of  
                 Bonus Deferral Election;
               --Performance Unit Deferral Plan and Form of Performance Unit 
                 Plan Payout Deferral Election;
               --ERISA Retirement Restoration Plan of Amoco Corporation and  
                 Participating Companies; and
               --Deferral Retirement Restoration Plan of Amoco Corporation   
                 and Participating Companies.

    11       --None required.                                                      --

    12       --Statement Setting Forth Computation of Ratio of Earnings to   
               Fixed Charges for the five years ended December 31, 1994.

    13       --None.                                                               --  

    16       --None.                                                               --  

    18       --None.                                                               --  

    21       --Subsidiaries of the registrant.

    22       --None.                                                               --  

    23       --Consent of Price Waterhouse.

    24       --Powers of Attorney are incorporated herein by reference to            
             Exhibit 24 to the registrant's Form S-8 Registration Statement
             filed March 14, 1995 (No. 33-58063).                                  -- 

    27       --Financial Data Schedule for the year ended December 31, 1994.

    28       --None.                                                               --  










                                       85