SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C. 20549
                                
                            FORM 10-Q


(X) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934

  For the quarterly period ended September 30, 1995 or

( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934

  For the transition period from           to

Commission file number 1-170-2


                        AMOCO CORPORATION
    (Exact name of registrant as specified in its charter)

                 INDIANA                      36-1812780
  (State or other jurisdiction of         (I.R.S. Employer
   incorporation or organization)          Identification No.)

 200 EAST RANDOLPH DRIVE, CHICAGO, ILLINOIS     60601
  (Address of principal executive offices)   (Zip Code)


                        312-856-6111
  (Registrant's telephone number, including area code)

                      NOT APPLICABLE
  (Former name, former address, and former fiscal year, if
    changed since last report)

Indicate  by check mark whether the registrant (1) has filed  all
reports  required  to be filed by Section  13  or  15(d)  of  the
Securities  Exchange Act of 1934 during the preceding  12  months
(or  for such shorter period that the registrant was required  to
file  such  reports),  and (2) has been subject  to  such  filing
requirements for the past 90 days.
           Yes    X      No

Number   of  shares  outstanding  as  of  September  30,   1995--
496,769,331


 
                  PART I-- FINANCIAL INFORMATION

Item 1.  Financial Statements
Consolidated Statement of Income
(millions of dollars)
                                 Three Months      Nine Months
                                    Ended             Ended
                                September 30,     September 30,
                                1995     1994     1995      1994
Revenues:                                                 
  Sales and other operating                               
    revenues.................  $ 6,660 $ 6,764  $20,094   $19,221
  Consumer excise taxes......      859     883    2,502     2,553
  Other income...............      119     133      319       806
    Total revenues...........    7,638   7,780   22,915    22,580
                                                          
Cost and Expenses:                                        
  Purchased crude oil,                                    
    natural gas, petroleum
    products and merchandise.    3,401   3,593   10,488     9,972
  Operating expenses.........    1,132   1,118    3,356     3,508
  Petroleum exploration                                   
    expenses, including
    exploratory dry holes....      149     151      380       428
  Selling and administrative                              
    expenses.................      496     550    1,509     1,711
  Taxes other than income                                 
    taxes....................    1,046   1,061    3,057     3,129
  Depreciation, depletion,                                
    amortization, and retire-                             
    ments and abandonments...      532     572    1,590     1,686
  Interest expense...........       84      64      259       199
    Total costs and expenses.    6,840   7,109   20,639    20,633
                                                          
Income before income taxes...      798     671    2,276     1,947
                                                          
Income taxes.................      199     226      621       694
                                                          
Net income...................  $   599 $   445  $ 1,655   $ 1,253
                                                          
Weighted average number of                                
  shares of common stock                                  
  outstanding (in thousands).  494,060 496,847  495,078   496,648
                                                          
Per Share Data (Based on weighted                         
  average shares outstanding):                            
                                                          
Net income...................  $  1.21 $   .89  $  3.34   $  2.52
                                                          
Cash dividends per share.....  $   .60 $   .55  $  1.80   $  1.65
                                                          

 
Consolidated Statement of Financial Position
(millions of dollars)
                                               Sept. 30,  Dec. 31,
                    ASSETS                       1995       1994
Current Assets:                                           
  Cash........................................ $   163    $   166
  Marketable securities -- at cost (corporate             
    except $49 on September 30,1995, and                  
    $355 on December 31, 1994 which represents
    state and municipal securities)...........     964      1,623
  Accounts and notes receivable (less                     
    allowances of $22 at September 30, 1995,              
    and $23 at December 31, 1994).............   3,061      3,180
  Inventories                                             
    Crude oil and products....................     908        748
    Materials and supplies....................     308        294
  Prepaid expenses and income taxes...........     725        631
    Total current assets......................   6,129      6,642
Investments and Other Assets:                             
  Investments and related advances............     732        470
  Long-term receivables and other assets......     828        661
                                                 1,560      1,131
Properties--at costs, less accumulated depre-             
  ciation, depletion, and amortization of                 
  $25,689 at September 30, 1995, and $24,906              
  at December 31, 1994 (The successful                    
  efforts method of accounting is followed                
  for costs incurred in oil and gas producing             
  activities).................................  22,097     21,543
    Total assets.............................. $29,786    $29,316
                                                          
     LIABILITIES AND SHAREHOLDERS' EQUITY                 
Current Liabilities:                                      
  Current portion of long-term obligations.... $   170    $    24
  Short-term obligations......................     913        224
  Accounts payable............................   2,455      2,759
  Accrued liabilities.........................   1,049      1,162
  Taxes payable (including income taxes)......     864        855
    Total current liabilities.................   5,451      5,024
                                                          
Long-Term Debt................................   3,775      4,387

Deferred Credits and Other Non-Current Liabilities:
  Income taxes................................   3,057      2,961
  Other.......................................   2,454      2,547
                                                 5,511      5,508
Minority Interest.............................      15         15
                                                          
Shareholders' Equity:                                     
  Common stock (authorized 800,000,000 shares;            
    issued and outstanding at September 30,               
    1995 --496,769,331; December 31, 1994                 
    --496,393,067 shares).....................   2,592      2,166
  Earnings retained and invested in the                   
    business..................................  12,426     12,223
  Foreign currency translation adjustment.....      16         (7)
                                                15,034     14,382
    Total liabilities and shareholders' equity $29,786    $29,316

 
Consolidated Statement of Cash Flows
(millions of dollars)
                                                Nine Months Ended
                                                  September 30,
                                                   1995       1994
Cash Flows from Operating Activities:                      
  Net income................................... $ 1,655    $ 1,253
  Adjustments to reconcile net income to net               
    cash provided by operating activities:                 
    Depreciation, depletion, amortization,                 
      and retirements and abandonments.........   1,590      1,686
    Decrease  in receivables...................      94         72
    (Increase) decrease in inventories.........    (174)        74
    (Decrease) increase in payables and                    
      accrued liabilities......................    (298)       209
    Deferred taxes and other items.............    (376)      (140)
    Net cash provided by operating activities..   2,491      3,154
                                                           
Cash Flows From Investing Activities:                      
  Capital expenditures.........................  (2,367)    (1,699)
  Proceeds from dispositions of properties                 
    and other assets...........................     230        138
  Net investments, advances and business                   
    acquisitions...............................    (164)       (11)
  Proceeds from sales of investments...........       -        175
  Other........................................       9         (9)
    Net cash used in investing activities......  (2,292)    (1,406)
                                                           
Cash Flows from Financing Activities:                      
  New long-term obligations....................     245        418
  Repayment of long-term obligations...........    (277)       (50)
  Cash dividends paid..........................    (888)      (819)
  Issuances of common stock....................      31         20
  Acquisitions of common stock.................    (661)         -
  Increase (decrease) in short-term obligations     689       (891)
    Net cash used in financing activities......    (861)    (1,322)
                                                           
(Decrease) increase in Cash and Marketable                 
  Securities...................................    (662)       426
Cash and Marketable Securities-                            
  Beginning of Period.........................    1,789      1,217
Cash and Marketable Securities-End of Period..  $ 1,127    $ 1,643

                                                            
Basis of Financial Statement Preparation

The   consolidated  financial  statements  contained  herein  are
unaudited  and have been prepared from the books and  records  of
Amoco Corporation ("Amoco" or the "Corporation").  In the opinion
of  management, the consolidated financial statements reflect all
adjustments,  consisting  of only normal  recurring  adjustments,
necessary  for  a fair statement of the results for  the  interim
periods.    The  consolidated  financial  statements  have   been
prepared  in accordance with the instructions to Form  10-Q  and,
therefore, do not include all information and notes necessary for
a  complete  presentation  of results  of  operations,  financial
position  and  cash  flows in conformity with generally  accepted
accounting principles.

In  March  1995, the Financial Accounting Standards Board  issued
Statement  of  Financial Accounting Standards ("SFAS")  No.  121,
"Accounting for the Impairment of Long-Lived Assets and for Long-
Lived  Assets  to  Be  Disposed  Of",  which  will  require   the
Corporation to change its method of accounting for the impairment
of  value  of long-lived assets.  The Corporation has  not  fully
evaluated the effect of this change in accounting method, but the
effect  could  be material to income in the quarter of  adoption.
Implementation  of  SFAS No. 121 will occur  no  later  than  the
quarter ending March 31, 1996.


Item 2. Management's Discussion and Analysis

Results of Operations

Nine Months 1995 vs. Nine Months 1994
Net  income for the first nine months of 1995 amounted to  $1,655
million,  or  $3.34  per share.  Net income for  the  first  nine
months  of  1994 amounted to $1,253 million, or $2.52 per  share.
Included in 1994 results were after-tax benefits recorded in  the
second quarter of $270 million relating to final settlements with
the  Internal Revenue Service ("IRS") involving crude oil  excise
taxes ("COET") in the 1980s.  Also included in 1994 results  were
after-tax  restructuring charges of $256  million.   Included  in
third-quarter 1994 results were charges of $32 million related to
environmental  remediation activities.   Excluding  these  items,
earnings for the first nine months of 1994 would have been $1,271
million, or $2.56 per share.

The  increase  in  earnings for the first  nine  months  of  1995
primarily reflected higher chemical earnings resulting from  both
higher  volumes  and  margins across most  product  lines.   Also
contributing   to   the  increase  was  strong  exploration   and
production ("E&P") earnings overseas, primarily reflecting higher
crude  oil  prices  and  lower exploration  and  other  expenses.
Partially  offsetting  were lower U.S. E&P  earnings,  reflecting
lower  natural  gas prices, and lower petroleum  product  results
attributable  to  lower refined product margins, higher  refinery
maintenance  expenses  and  increased marketing  activity-related
expense.

Sales and other operating revenues totaled $20.1 billion for  the
first  nine  months  of  1995, 5 percent higher  than  the  $19.2
billion  reported  in  the corresponding 1994  period.   Chemical
revenues  increased 37 percent resulting from higher volumes  and
prices across most product lines.  Refined product revenues  were
6   percent  above  the  1994  level,  primarily  resulting  from
strengthening  U.S.  gasoline  prices.   Natural   gas   revenues
decreased 16 percent, primarily due to lower prices.

Other  income totaled $319 million for the first nine  months  of
1995  compared  with $806 million for the same period  for  1994.
Included  in other income for the first nine months of  1994  was
the benefit of the COET settlement of approximately $400 million.

Purchases  of  crude  oil, natural gas,  petroleum  products  and
merchandise  totaled $10.5 billion for the first nine  months  of
1995,  5  percent  higher than 1994's first  nine  months.    The
increase  was  primarily attributable to higher  refined  product
purchase  prices  and  volumes,  higher  crude  oil  prices   and
increased chemical purchases.

Operating expenses totaled $3.4 billion for the first nine months
of  1995,  compared with $3.5 billion for the corresponding  1994
period.   Included   in  first  nine-month  1994   results   were
restructuring charges of $169 million related to various facility
closings and asset dispositions.  Exclusive of that charge, first
nine-month operating expenses for 1995 were about level with  the
same  period in 1994. Expense reductions related to restructuring
efforts  were  offset  by  higher refinery  expenses,  reflecting
planned  and  unplanned maintenance, and an increase in  chemical
manufacturing operations.

Petroleum exploration expenses of $380 million in the first  nine
months  of 1995 decreased 11 percent compared with the prior-year
period, primarily reflecting lower overseas dry hole costs.

Selling and administrative expenses for the first nine months  of
$1.5  billion compared with $1.7 billion for the comparable  1994
period.   Included  in  the first nine-month  1994  results  were
restructuring charges of $225 million related to severance costs.
Exclusive  of these charges, selling and administrative  expenses
increased   slightly   as   a  result   of   ongoing   additional
restructuring  charges of approximately $85 million  before  tax,
mainly related to system development redesign.  Also included  in
1995  first  nine-month results were adverse before tax  currency
effects  of $13 million, compared with favorable currency effects
of $32 million for the corresponding 1994 period.

Interest  expense of $259 million for the first  nine  months  of
1995  compared  with  $199  million for  the  corresponding  1994
period,  reflecting  higher  debt balances  and  slightly  higher
interest rates.


Third Quarter 1995 vs. Third Quarter 1994
Third-quarter 1995 net income totaled $599 million, or $1.21  per
share,  compared  with $445 million, or $.89 per  share,  in  the
third  quarter of 1994.  Earnings for the third quarter  of  1995
were 35 percent higher than last year's third quarter, reflecting
higher chemical earnings resulting from increases in margins  for
most  product lines.  Also attributing to the increase was higher
overseas E&P earnings primarily related to higher crude oil sales
volumes and lower exploration and other expenses.

Sales  and other operating revenues totaled $6.7 billion for  the
third  quarter  of  1995, 2 percent lower than the  $6.8  billion
reported  in  the  third quarter of 1994.  The decrease  resulted
from  lower  crude  oil  sales  volumes  and  lower  natural  gas
revenues,  mainly  reflecting lower prices.   Largely  offsetting
were higher chemical revenues due to increased prices.

Purchases  of  crude  oil, natural gas,  petroleum  products  and
merchandise totaled $3.4 billion for the third quarter of 1995, 5
percent lower than the prior-year quarter.  The decrease reflects
lower crude oil prices and volumes during the quarter.

Third-quarter 1995 operating expenses totaled $1.1 billion, about
the  same  as the 1994 third quarter of 1994.  Included  in  1994
operating   expenses  were  charges  related   to   environmental
remediation   activities.  Excluding   these   charges,   savings
resulting  from  restructuring efforts were more than  offset  by
increased chemical activity.

Selling and administrative expenses for the third quarter of 1995
totaled  $496 million, 10 percent below the $550 million for  the
third   quarter   of  1994,  reflecting  restructuring   efforts.
Included  in  third  quarter expenses were ongoing  restructuring
charges  of  $25 million before tax related to system development
and redesign.

Interest  expense of $84 million for the third  quarter  of  1995
increased  $20 million over the third quarter of 1994,  resulting
from higher debt balances and slightly higher interest rates.

For  the  12  months ended September 30, 1995, return on  average
shareholders' equity was 15.0 percent compared with 13.3  percent
for  the  12 months ended September 30, 1994.  Return on  average
capital  employed was 12.2 percent for the 12-month period  ended
September   30,  1995,  compared  with  10.4  percent   for   the
corresponding prior-year period.

Results by Industry Segment

As  previously announced, Amoco changed the reporting segments to
align  more  closely  with  its  organizational  structure   that
includes  three  sectors:  exploration and production,  petroleum
products  and  chemicals.  Segment earnings for  1994  have  been
restated to conform to the new basis.


 
                              Nine Months      Third Quarter
(millions of dollars)       1995      1994     1995    1994
Exploration and                                       
Production
  United States            $  523    $  675   $ 159   $ 178
  Canada                       69       132     (10)     27
  Overseas                    239       (69)     91      (3)
  Subtotal                    831       738     240     202
Petroleum Products            254       298     131     168
Chemicals                     775       333     296     142
Corporate and                                         
  Other Operations*          (205)     (116)    (68)    (67)
Net Income                 $1,655    $1,253   $ 599   $ 445
                                                      
                                                      
*  Corporate and other operations include net interest and
   general corporate expenses as well as the results of
   investments in technology companies, real estate interests
   and other activities.
                                                      

Nine Months 1995 vs. Nine Months 1994

Exploration and Production - U. S.

U.S.  E&P operations earned $523 million in the first nine months
of  1995 compared with restated earnings of $675 million for  the
similar  1994  period.  Included in the first nine-month  results
for  1994  were  $90 million associated with the  favorable  COET
settlement.  Partly offsetting were restructuring charges of  $47
million,  primarily  related to severance costs.   Adjusting  for
these  factors,  1995 U.S. E&P earnings of $523 million  were  17
percent below the comparable 1994 period.

The  decrease in earnings mainly resulted from lower natural  gas
prices, partly offset by higher crude oil prices.  For the  first
nine  months  of  1995, Amoco's U.S. natural gas prices  averaged
about $1.30 per thousand cubic feet ("mcf"), almost $.50 per  mcf
below  the  first nine months of 1994.  Average crude oil  prices
for  the  same  time  period averaged about  $16.20  per  barrel,
approximately $1.70 per barrel above the same period  last  year.
Natural gas production for the first nine months of 1995 was  2.4
billion  cubic  feet per day, which was comparable  to  the  same
period  in  1994.   Crude  oil and natural  gas  liquids  ("NGL")
production  of  291 thousand barrels per day for the  first  nine
months of 1995 was essentially level with the prior-year period.

Exploration and Production - Canada

Canadian earnings, which include supply and marketing of NGL, for
the first nine months of 1995 were $69 million compared with last
year's  restated  nine  months earnings  of  $132  million.   The
decrease in earnings as compared to the first nine months of 1994
reflected lower natural gas prices, which were over $.60 per  mcf
below  the  year-earlier  period, and lower  crude  oil  and  NGL
production.  Nine-month  1995 results also  included  unfavorable
currency  effects  of  $22  million.  Partially  offsetting  were
higher  crude oil prices, which averaged almost $2.40 per  barrel
above  1994,  and  an increase in supply and marketing  earnings,
reflecting higher NGL margins.

For  the  first  nine  months  of 1995,  natural  gas  production
averaged  828  million cubic feet per day, 2  percent  above  the
comparable 1994 period.  Crude oil and NGL production averaged 66
thousand  barrels per day for the first nine months of  1995,  11
percent   below   1994,  primarily  as  a  result   of   property
dispositions.

Exploration and Production - Overseas

Overseas E&P earnings were $239 million for the first nine months
of  1995, an increase of $308 million over restated 1994 earnings
for  the  same period.  Earnings for 1994 included second-quarter
restructuring  charges  of  $17  million,  primarily  related  to
severance costs, and charges of $18 million related to concession
relinquishments.

The  increase  in  nine-month 1995 results also reflected  higher
crude oil prices, lower exploration and other expenses and a gain
of  $18  million  related  to  the divestment  of  Amoco's  Congo
operations.  Partially offsetting was lower crude oil production.

For   the  first  nine  months  of  1995,  overseas  natural  gas
production  averaged 901 million cubic feet per  day,  5  percent
above  1994 production levels of 856 million cubic feet per  day.
Crude  oil  and NGL production averaged 296 thousand barrels  per
day, 2 percent below the comparable 1994 period.

Petroleum Products

Petroleum  Product activities earned $254 million for  the  first
nine  months  of  1995, compared with restated earnings  of  $298
million for the comparable 1994 period.  Included in 1994 results
were   second-quarter  restructuring  charges  of  $41   million,
primarily related to severance costs and third-quarter charges of
$32 million related to environmental remediation activities.

Excluding  these items, earnings of $254 million  for  the  first
nine  months of 1995 were $117 million lower than the same period
in  1994. The decrease in earnings between the two periods mainly
reflected  lower  refined product margins, and  higher  operating
expenses  resulting  from  an increase  in  refinery  maintenance
expense and marketing activity expenses.

For  the  first  nine months of 1995, U.S. refined product  sales
averaged  1,149  thousand of barrels per day,  a  decrease  of  2
percent  from the corresponding 1994 period.  For the first  nine
months  of  1995, refineries ran at 92 percent of rated capacity,
compared  with  99  percent  for  the  comparable  1994   period,
reflecting higher planned and unplanned maintenance.



Chemicals

Chemical operations earned $775 million for the first nine months
of  1995 compared with restated earnings of $333 million for  the
similar  period in 1994.  Included in restated 1994 results  were
second-quarter  restructuring charges of $36  million,  primarily
related to severance costs.  After adjusting for this item,  1995
earnings increased by $406 million.

The  increase  in  earnings for the first  nine  months  of  1995
resulted from higher margins and sales volumes for major  product
lines, reflecting strong customer demand.  Olefin volumes for the
first nine months of 1995 increased 9 percent over the comparable
1994  period.   Also,  purified  terephthalic  acid  ("PTA")  and
polypropylene  volumes  increased  3  percent  and   2   percent,
respectively, over the same period.

Corporate and Other Operations

Corporate  and other operations include net interest and  general
corporate  expenses  as  well as the results  of  investments  in
technology companies, real estate interests and other activities.
Corporate  and  other operations reported net  expenses  of  $205
million  for  the  first nine months of 1995, compared  with  net
expenses  after tax of $116 million for the first nine months  of
1994.  Corporate and other operations expenses for 1994  included
second-quarter  interest income of $180 million  related  to  the
COET settlement and restructuring charges of $112 million.

Adjusting for these items, net expenses for the first nine months
of  1995 of $205 million were $21 million higher than 1994.   The
increase resulted from ongoing after-tax restructuring charges of
approximately  $45  million,  primarily  associated  with  system
development  and redesign.  Also affecting net expenses  in  1995
were  higher  interest expense, reflecting an  increase  in  debt
balances  and slightly higher interest rates, and a  loss  on  an
asset  disposition.   Partly offsetting were  favorable  currency
effects  and  lower  costs associated with technology  and  other
activities.


Third Quarter 1995 vs. Third Quarter 1994

Exploration and Production - U.S.

U.S.  E&P earnings were $159 million in the third quarter of 1995
compared  with  restated  1994  third-quarter  earnings  of  $178
million.   The  1995  decrease of $19 million primarily  resulted
from lower natural gas prices.

Amoco's  U.S.  natural gas prices averaged about  $1.20  per  mcf
during  the quarter, about 40 cents per mcf less than last year's
third  quarter,  reflecting increased  industry  supplies.   Also
affecting  results  were lower industry crude oil  prices,  which
were about $.50 per barrel below the third quarter of 1994.

Natural gas production for the third quarter of 1995 averaged 2.5
billion  cubic feet per day, which was slightly higher  than  the
same  quarter  last year.  Crude oil and NGL production  averaged
286  thousand barrels per day, essentially level with the  prior-
year period.

Exploration and Production - Canada

Canadian  E&P  operations incurred a loss of $10 million  in  the
third  quarter  of 1995 compared with restated  earnings  of  $27
million  for the third quarter of 1994.  The decrease in earnings
between the two periods reflected lower natural gas prices.  Also
contributing  to  the decrease were lower crude oil  prices,  and
lower   crude   oil   production  volumes   reflecting   property
divestments.

For  the third quarter of 1995, natural gas prices averaged about
$.80  per   mcf, $.50 per mcf below the comparable  1994  period.
Crude  oil  prices averaged about $15.25 per barrel in the  third
quarter  of  1995, down about $.85 per barrel over  the  previous
year.  Natural gas production averaged 856 million cubic feet per
day in the third quarter of 1995, 13 percent above the comparable
1994  period.   Crude  oil  and  NGL production  averaged  65,000
barrels per day, down 8 percent from the prior-year period.

Exploration and Production - Overseas

Overseas  E&P operations earned $91 million in the third  quarter
of 1995 compared with a restated loss of $3 million for the third
quarter  of  1994.  The increase in third-quarter  1995  earnings
reflected  higher  crude oil sales volumes and lower  exploration
and  other  expenses.   Partly offsetting  was  lower  crude  oil
prices.

Natural  gas  production for the third quarter  of  1995  of  820
million  cubic  feet  per  day  increased  15  percent  over  the
comparable prior-year period.  Crude oil  and NGL production  for
the third  quarter of 1995 averaged 298 thousand barrels per day,
2 percent higher than the prior-year period.

Petroleum Products

Petroleum Product activities earned $131 million during the third
quarter  of 1995, compared with restated earnings of $168 million
in  the  third  quarter of 1994.  Included in 1994  third-quarter
results  were  charges  of $32 million related  to  environmental
remediation activities.

Adjusting  for these charges, 1995 earnings would have  been  $69
million  lower  than  the corresponding prior-year  period.   The
decrease  in  third  quarter 1995 earnings  resulted  from  lower
margins,  as  refined  product prices declined  more  than  crude
costs.  Also affecting the decrease was higher expenses  in  part
reflecting increased marketing activity.

U.S.  sales  of  refined  products averaged  1,221  thousands  of
barrels per day during the third quarter of 1995, a decrease of 1
percent  from the comparable 1994 period.  Refineries ran  at  98
percent  of  rated  capacity during the third  quarter  of  1995,
compared with 104 percent in the third quarter of 1994.

Chemicals

Chemical  operations earned $296 million in the third quarter  of
1995,  compared with $142 million for the third quarter of  1994.
The  improvement in 1995 earnings resulted from continued  strong
margins  in  several product lines, in particular paraxylene  and
olefins.  Worldwide paraxylene margins more than doubled over the
third quarter of 1994 and olefin margins increased by almost  90%
over 1994 third-quarter margins.

Corporate and Other Operations

Corporate and other operations reported net expenses after tax of
$68  million for the third quarter of 1995 compared with the 1994
net  expenses after tax of $67 million.  Lower corporate expenses
were  partially offset by costs of about $15 million  related  to
ongoing restructuring expenses.


Outlook

The Corporation and the oil industry will continue to be affected
by the volatility of crude oil and natural gas prices.  Affecting
chemical  and  petroleum  product  activities  are  the   overall
industry  product  supply  and demand  balance.   Amoco's  future
performance  is  expected  to continue  to  be  impacted  by  its
organizational  structure announced in July 1994  and  associated
savings;  ongoing  cost  reduction programs;  the  divestment  of
marginal  properties and underperforming assets;  application  of
new technologies; and new governmental regulation.

Amoco's  E&P  exploration efforts will continue to  target  those
areas  that  offer the most potential.  Amoco will  pursue  areas
that  capitalize  on its natural gas resources  and  continue  to
develop  internationally.  Amoco's petroleum  products  marketing
strategy will continue to emphasize brand product quality and  to
grow in the convenience retail business.  Amoco is also expanding
marketing operations in Central Europe and Mexico.  In  order  to
meet  expected growth in PTA demand, Amoco's chemical segment  is
expanding its PTA operations in the United States, Europe and the
Asia-Pacific region.

Amoco announced plans  to  sell  the  Amoco  Motor  Club  to  the 
Signature Group, a wholly owned subsidiary  of  Montgomery  Ward, 
and a provider of  auto  club  services  to  members  across  the
country.

On  October  10,  1995,  Amoco and Shell  Oil  Company  ("Shell")
announced   plans   to  form  a  limited  partnership   combining
exploration  and production assets in the greater  Permian  Basin
area of west Texas and southeast New Mexico.  The plan calls  for
ownership  in  the  new  company to be 65 percent  Amoco  and  35
percent Shell, based on the relative value of assets contributed,
and  is  contingent  on  the  successful  completion  of  ongoing
discussions  regarding design, management and  operation  of  the
company.   Start up of the partnership is expected  by  mid-1996.
In this area, Amoco and Shell employ about 1,300 people operating
12,000  area  wells  that  produce  approximately  210,000  gross
barrels  of  crude oil and 250 million gross cubic feet  per  day
("mmcfd")of  natural gas.  These operations also  include  plants
that  process more than 400 mmcfd of natural gas and yield  about
33,000 barrels per day of natural gas liquids.

On  November  2,  1995, Amoco announced it  is  negotiating  with
Albemarle  Corporation ("Albemarle") on an  exclusive  basis  for
acquisition  of  Albemarle's olefins and related businesses.   No
final agreement has been reached.

Restructuring

In  July  1994, Amoco announced that its organizational structure
was  being changed into 17 business groups with a shared services
organization providing support services.  In conjunction with the
restructuring, an after-tax charge of $256 million was accrued in
the  second quarter of 1994.  Selling and administrative expenses
for  that  period included charges of $225 million ($146  million
after-tax) related to employee-termination costs associated  with
the  severance of approximately 3,800 employees expected to occur
by  year-end  1995. Since July of last year, charges against  the
accrual  totaled  $137 million ($89 million  after-tax).   As  of
September   30,   1995,  the  accrual  balance  associated   with
restructuring was $88 million ($57 million after-tax), which  was
considered  adequate for all future severances and other  related
activities  to which the Corporation has committed.  First  nine-
month  1995  earnings reflected before-tax savings of  more  than
$350  million in employment costs and other costs resulting  from
the Corporation's restructuring effort.

The   second-quarter  1994  accrual  also  included  charges   in
operating  expenses  of  $169 million  ($110  million  after-tax)
related  to a reduction in carrying value of assets that were  to
be divested.  Disposition of these assets, including the recently
completed  sale of a hazardous-waste incineration facility,  will
not have a material effect on revenues, depreciation or income.

At   the  time  of  the  July  1994  restructuring  announcement,
additional   restructuring  costs  totaling  approximately   $200
million   after-tax   were  expected  to  be   incurred.    These
restructuring  costs  represent  charges  for  system   redesign,
relocations,  work  force consolidation and  development  of  new
processes  in  support of the restructuring.  Since  July,  1994,
costs  incurred, primarily for system development  and  redesign,
totaled approximately $70 million after-tax.

Liquidity and Capital Resources

Cash flows from operating activities for the first nine months of
1995  amounted to $2,491 million compared with $3,154 million  in
the  prior-year  period.   Working capital  of  $678  million  at
September 30, 1995, decreased $940 million from $1,618 million at
December 31, 1994.  The Corporation's current ratio was 1.12 to 1
at  September 30, 1995, compared with 1.32 to 1 at year-end 1994.
As  a  matter  of  policy, Amoco practices  asset  and  liability
management   techniques  that  are  designed  to   minimize   its
investment  in  non-cash working capital.  This does  not  impair
operational  capability or flexibility since the Corporation  has
ready access to both short-term and long-term debt markets.

Amoco's debt totaled $4.9 billion at September 30, 1995, compared
with  $4.6 billion as of year-end 1994.  Debt as a percentage  of
debt-plus-equity was 24.4 percent at September 30, 1995, and 24.3
percent at year-end 1994.

Amoco announced on April 25, 1995, that it planned to purchase up
to  8.9  million shares of its common stock in excess of  amounts
needed  for  benefit plan purposes.  Through July 31,  1995,  8.9
million  shares  were  repurchased at a  cost  of  $601  million,
completing the stock repurchase program.

Amoco   Corporation  guarantees  the  outstanding   public   debt
obligations  of  Amoco  Company.   Amoco  Corporation  and  Amoco
Company guarantee the outstanding public notes and debentures  of
Amoco  Canada Petroleum Company LTD. ("Amoco Canada").  In  June,
Amoco  Canada issued bond warrants, which entitle the holders  to
acquire U.S. $200 million Amoco Canada bonds, guaranteed by Amoco
and  Amoco  Company, having a coupon rate of 8.98  percent.   The
warrants are exercisable from six to nine months after issue.

Effective  September  1,  1995, Amoco Canada  called  the  7  3/8
percent    Subordinated   Exchangeable   Debentures   ("SEDs")for
redemption.   The balance of the SEDs totaled $458 million.   The
SEDs  were exchangeable for common stock of Amoco Corporation  at
an  exchange price of $52.50 per share.  A total of  8.6  million
shares of Amoco Corporation common stock was issued  in  exchange
for SEDs totaling $442 million.

Amoco  Canada's conditions relating to the July 7, 1995  proposal
to  purchase all of the common shares of Home Oil Company Limited
for  approximately  Cdn. $757 million (about  $550  million  U.S.
based  on  June 30, 1995, exchange rates) were not satisfied  and
the purchase was not completed.

The  Corporation  believes  its strong  financial  position  will
permit  the financing of business needs and opportunities  in  an
orderly  manner.  It is anticipated that ongoing operations  will
be  financed primarily by internally generated funds.  Short-term
obligations,  such  as  commercial  paper  borrowings,  give  the
Corporation  the  flexibility to meet short-term working  capital
and  other  temporary requirements.  At September 30, 1995,  bank
lines  of credit available to support commercial paper borrowings
amounted  to  $490  million,  all  of  which  were  supported  by
commitment  fees.  On September 5, 1995, Amoco Canada obtained  a
U.S.  $225 million revolving term facility, guaranteed  by  Amoco
and  Amoco  Company,  to be used for general corporate  purposes.
Amoco Canada is charged a standby fee for the facility, which has
not been used.

To maintain flexibility, a shelf registration statement for Amoco
Company  of $500 million in debt securities remains on file  with
the  Securities and Exchange Commission ("SEC") to  permit  ready
access   to   capital  markets.   Amoco  Argentina   Oil  Company
("Amoco Argentina"),  an  indirect  wholly  owned  subsidiary  of 
Amoco, filed a shelf registration with the SEC for  $200  million
in debt securities, of which $100 million in debt securities were
subsequently  issued.   Amoco  Corporation  and   Amoco   Company
guarantee the securities issued under this registration statement.

Capital and exploration expenditures for the first nine months of
1995 totaled $2,747 million compared with $2,127 million for  the
comparable  1994 period.  Approximately 66 percent of  the  total
1995  expenditures has been spent in exploration  and  production
operations.

The  Corporation has provided in its accounts for the  reasonably
estimable  future  costs  of  probable environmental  remediation
obligations   relating  to  various  oil  and   gas   operations,
refineries,  marketing  sites and chemical  locations,  including
multiparty  sites at which Amoco and certain of its  subsidiaries
have  been identified as potentially responsible parties  by  the
U.S.  Environmental Protection Agency.  Such estimated costs will
be  refined  over  time as remedial requirements and  regulations
become  better  defined.   However, any additional  environmental
costs  cannot  be  reasonably  estimated  at  this  time  due  to
uncertainty  of  timing, the magnitude of  contamination,  future
technology,  regulatory  changes  and  other  factors.   Although
future  costs could have a significant effect on the  results  of
operations  in  any  one  period, they are  not  expected  to  be
material   in  relation  to  Amoco's  liquidity  or  consolidated
financial position.  In total, the accrued liability represents a
reasonable best estimate of Amoco's remediation liability.


 
                   PART II--OTHER INFORMATION

Item 1.  Legal Proceedings
There  have been no material developments in the status of  legal
proceedings described in Part I, Item 3 of the Corporation's 1994
Annual  Report  on  Form  10-K  and  Part  II,  Item  1  of   the
Corporation's Report on Form 10-Q for the quarterly period  ended
March 31, 1995.

Thirteen  proceedings instituted by governmental authorities  are
pending or known to be contemplated against Amoco and certain  of
its  subsidiaries  under  federal, state or  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 $7 million.

Amoco has various other suits and claims pending against it among
which  are several class actions for substantial monetary damages
which  in  Amoco's  opinion  are not meritorious.   While  it  is
impossible  to  estimate with certainty the  ultimate  legal  and
financial  liability in respect to these other suits and  claims,
Amoco  believes  that,  while  the  aggregate  amount  could   be
significant, it will not be material in relation to its liquidity
or its consolidated financial position.

Item 2.  Changes in Securities
Not applicable.

Item 3.  Defaults upon Senior Securities
Not applicable.

Item 4.  Submission of Matters to a Vote of Security Holders
Not applicable.

 
Item 5.  Other Information

    Shown below is summarized financial information of
    Amoco's wholly owned subsidiary, Amoco Company.
                                                    
                             Three Months     Nine Months
                                Ended            Ended
                             September 30     September 30
                              1995    1994    1995      1994
                                  (millions of dollars)
    Total Revenues(including                          
    excise taxes)......     $7,062   $7,204 $20,996   $20,737
    Operating Profit...     $  926   $  711 $ 2,415   $ 1,816
    Net Income.........     $  606   $  488 $ 1,554   $ 1,426
                                                      

                                  Sept. 30,  Dec. 31,
                                    1995       1994
                                 (millions of dollars)
   Current assets...............  $ 5,162    $ 5,399
   Total assets.................  $26,434    $24,549
   Current liabilities..........  $ 3,967    $ 4,142
   Long-term debt...............  $ 6,919    $ 6,190
   Deferred credits.............  $ 4,665    $ 4,584
   Minority interest............  $    10    $     5
   Shareholder's equity.........  $10,873    $ 9,628
                                             


    Summarized financial data for Amoco Argentina are
    presented below.
                                                   
                             Three Months   Nine Months
                                Ended          Ended
                             September 30,  September 30,
                             1995    1994   1995    1994
                                 (millions of dollars)
    Revenues..............   $ 67    $ 75   $189    $155
    Net Income............   $ 20    $ 27   $ 64    $ 65
                                                    

                                   Sept. 30,   Dec. 31,
                                     1995       1994
                                  (millions of dollars)
   Current assets................    $119       $ 97
   Total assets..................    $417       $349
   Current liabilities...........    $ 51       $ 58
   Non-current liabilities.......    $111       $100
   Shareholder's equity..........    $255       $191




 
Item 6.  Exhibits and Reports on Form 8-K

(a)  Exhibits
                                                  Sequentially
     Exhibit                                       Numbered
     Number                                          Page
     12    Statement Setting Forth Computation of
           Ratio of Earnings to Fixed Charges.

     27    Financial Data Schedule.

(b)  No reports on Form 8-K were filed during the quarter ended
     September 30, 1995.



 
                            Signature

Pursuant  to the requirements of the Securities Exchange  Act  of
1934, the registrant has duly caused this report to be signed  on
its behalf by the undersigned thereunto duly authorized.

                                     Amoco Corporation
                                        (Registrant)
Date: November 13, 1995



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