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

          For the fiscal year ended December 31, 1997 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)
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, and
                                   Swiss 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, 1998, based on a closing price of  $81.375  was
approximately $39,451,000,000.
      Number  of common shares outstanding as of January 31,  1998,
was 482,203,176 shares.
                DOCUMENTS INCORPORATED BY REFERENCE
               Proxy Statement dated March 16, 1998

                                
                         AMOCO CORPORATION
                                 

                               INDEX
                                                               Page
PART I                                                             
  Items 1. and 2. Business and Properties ...................     3
    Exploration and Production ..............................     3
    Reserves ................................................    12
    Oil and Gas Sales Commitments ...........................    13
    Supply and Marketing of NGL .............................    13
    Refining ................................................    14
    Transportation ..........................................    14
    Marketing of Petroleum Products .........................    15
    Chemicals ...............................................    16
    Other Operations ........................................    18
    Research ................................................    18
    Employees ...............................................    19
    Competition .............................................    19
    Government Regulation ...................................    19
    Safety, Health and Environmental Protection .............    20
    Executive Officers of the Registrant ....................    22
  Item 3. Legal Proceedings .................................    23
  Item 4. Submission of Matters to a Vote of Security Holders    24
                                                                   
PART II                                                            
  Item 5. Market for the Registrant's Common Stock and             
    Related Stockholder Matters .............................    25
  Item 6. Selected Financial Data ...........................    26
  Item 7. Management's Discussion and Analysis of Financial        
    Condition and Results of Operations .....................    27
  Item 8. Financial Statements and Supplemental Information .    40
  Item 9. Changes in and Disagreements with Accountants on         
    Accounting and Financial Disclosure .....................    95
                                                                   
PART III                                                           
  Item 10. Directors and Executive Officers of the Registrant    95
  Item 11. Executive Compensation ...........................    95
  Item 12. Security Ownership of Certain Beneficial Owners         
    and Management ..........................................    95
  Item 13. Certain Relationships and Related Transactions ...    95
                                                                   
PART IV                                                            
  Item 14. Exhibits, Financial Statement Schedules, and            
    Reports on Form 8-K .....................................    96


                         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("NGL"), and marketing
                             of natural gas and NGL.
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 substantially all petroleum and chemical
operating  subsidiaries except Amoco Canada Petroleum Company  Ltd.
("Amoco  Canada"), which is wholly owned by Amoco Corporation,  and
selected  other  activities. Amoco Corporation has  guaranteed  the
outstanding  public  debt  obligations  of  Amoco  Company.   Amoco
Corporation and Amoco Company have guaranteed the notes, bonds  and
debentures  of  Amoco  Canada.  See Note  10  to  the  Consolidated
Financial Statements. Summarized financial information relating  to
Amoco  Company  and Amoco Canada is disclosed in  Note  23  to  the
Consolidated Financial Statements.

     Selected financial information by geographic area and industry
segment  for the three years ended December 31, 1997, is  presented
in Note 24 to the Consolidated Financial Statements.

Exploration and Production

      Amoco is engaged in exploration for crude oil and natural 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 and Norway), the Gulf of Suez and Nile Delta (Egypt),  West
Africa  (Algeria, Angola and Nigeria), Caspian Sea (Azerbaijan  and
Kazakstan),   South  America  (Argentina,  Bolivia,  Colombia   and
Venezuela) and Trinidad and Tobago.

      Amoco's  U.S. production of crude oil, condensate,  NGL,  and
natural  gas  is  principally in the states of  Alabama,  Arkansas,
Colorado,  Kansas,  Louisiana, Mississippi, New  Mexico,  Oklahoma,
Texas,  Wyoming and offshore in the Gulf of Mexico.  Foreign  crude
oil and natural gas production is located in Argentina, Azerbaijan,
Bolivia,  Canada, China, Colombia, Egypt, the Netherlands,  Norway,
Sharjah, Trinidad, the United Kingdom and Venezuela.

      Worldwide  net  production  of liquid  hydrocarbons  in  1997
averaged 637,000 barrels per day, about four percent lower than the
1996  level  of  662,000 barrels per day. U.S.  liquids  production
averaged  274,000 barrels per day in 1997, down eight percent  from
1996,   as   a  result  of  normal  field  declines  and   property
dispositions. Worldwide net production of natural gas decreased 240
million cubic feet ("mmcf") per day in 1997 and averaged 4,142 mmcf
per  day for the year. In the United States, natural gas production
decreased  eight percent in 1997, and averaged 2,368 mmcf  per  day
for the year.

      Amoco's  net  production of oil and gas for the  three  years
ended December 31, 1997, which includes applicable volumes produced
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)
  1997...................     274      61     65    237        637
  1996 ..................     297      61     60    244        662
  1995 ..................     295      66     64    235        660
Natural gas (millions of                                 
cubic feet per day)
  1997 ..................   2,368     761    390    623      4,142
  1996 ..................   2,572     815    386    609      4,382
  1995 ..................   2,453     842    363    581      4,239

*  1997  includes Amoco's interest in affiliates' production.  U.S.
production includes NGL from processing plants in which  Amoco  has
an ownership interest of 62, 66 and 64 thousands of barrels per day
for the years 1997, 1996 and 1995, respectively.

      In  early  1997,  Amoco and Shell Oil Company  completed  the
formation  of  Altura  Energy Ltd., a partnership  combining  their
assets  in  the Permian Basin area of west Texas and southeast  New
Mexico.  The partnership is designed to reduce costs and capitalize
on  economies of scale. In 1997, Amoco received 110,000 barrels  of
oil equivalent per day from its 64 percent interest.

      Also  in  1997,  Amoco formed a partnership called  Crescendo
Resources L.P., with a subsidiary of YPF S.A. This partnership owns
and  operates reserves of about one trillion cubic feet ("tcf")  of
natural gas in the Texas Panhandle and Western Oklahoma.

      At  year-end  1997, Amoco owned entirely or had an  ownership
interest in 42 natural gas processing plants in the United  States.
Amoco is the operator of 9 of the plants; Altura Energy Ltd. is the
operator  for  11  plants;  and Crescendo  Resources  L.P.  is  the
operator  of  2  plants. A new plant in Kansas, in which  Amoco  is
operator,  is expected to be fully operational by the  end  of  the
first quarter of 1998.

      Amoco  continued  optimization of  production  from  existing
waterflood  and  improved oil recovery operations  in  1997.  These
projects  are  predominately located in the Permian Basin  of  west
Texas  and  New  Mexico  and in Colorado and Wyoming.  Collectively
these  areas  account for approximately 56 percent of Amoco's  U.S.
net crude and condensate production.

      After  conducting  several pilot  tests  of  its  proprietary
technology  in  enhanced coalbed methane ("ECBM"), Amoco  proceeded
with  Tiffany  ECBM, its first full-scale commercial  ECBM  project
located in southwestern Colorado. Initial nitrogen injection  began
in January 1998.

      Capitalizing  on  recent advances in 3-D seismic  technology,
Amoco  drilled  13  consecutive producing wells in  the  Tuscaloosa
trend  of Louisiana. Net proved reserves of 200 billion cubic  feet
("bcf") of natural gas and production of 70 mmcf per day of natural
gas were added with these wells. Development of Amoco's holdings in
this  trend  is  anticipated to continue through the  turn  of  the
century.

     In the Gulf of Mexico deepwater area, Amoco produced first oil
and  natural  gas  from the Ram-Powell Project, a development  with
Shell  Oil  Company and Exxon Corporation. Amoco's share  of  total
development expenses for the project is estimated at $260 million.

      Development  of  the $465 million Marlin  Project  ("Marlin")
began  in early 1997. Marlin is located 125 miles southwest of  New
Orleans  in 3,240 feet of water. Marlin is the first Amoco-operated
deepwater  development in the Gulf of Mexico, and will be developed
using  a tension leg platform. Construction and drilling operations
began  in mid-1997 with production expected by mid-1999. Evaluation
work  continues  on nearby acreage. Amoco expects  to  maintain  an
active deepwater exploration program in 1998.

      Amoco  is building and will be operating a cryogenic  natural
gas  processing  plant in Pascagoula, Mississippi  to  process  the
Marlin  natural  gas.  The plant, in which Amoco  will  have  a  60
percent  interest, is expected to have a daily processing  capacity
of  one billion cubic feet of natural gas. The plant is anticipated
to be fully operational in early 1999.

     In 1997, Amoco sold non-core oil and gas properties as part of
its  strategy  to  upgrade and refocus the U.S.  portfolio  of  E&P
assets.  These properties had a net annual impact on production  of
about 20 thousand barrels per day of crude oil and NGL and 120 mmcf
per  day of natural gas. Proceeds from these sales and the sale  of
an  intrastate  natural  gas pipeline in Texas,  approximated  $1.2
billion.  Additional  oil  and  gas properties  identified  by  the
Corporation as non-core are expected to be sold in 1998.

      In Canada, Amoco divested its arctic drilling operations,  as
well  as  other non-core oil and gas properties in western  Canada.
Proceeds are mainly being used to maintain natural gas production.

       Amoco   entered  into  an  alliance  with  Northstar  Energy
Corporation   of  Calgary  ("Northstar")  to  pursue  natural   gas
exploration  in northeast British Columbia. Northstar  will  commit
$32  million to exploration and development activities  on  Amoco's
acreage  over  the  next three years. Amoco also  entered  into  an
agreement  with  CU  Power International Ltd. to  develop  a  steam
enhancement plant. The plant will use natural gas as a fuel  source
to  efficiently  produce steam and electricity for use  at  Amoco's
Primrose heavy-oil project. Surplus electricity is expected  to  be
sold to third parties.

       In  November  1997,  Amoco  Argentina  Oil  Company  ("Amoco
Argentina")and  Bridas Corporation ("Bridas")  created  a  jointly-
owned company called Pan American Energy LLC. ("Pan American"). The
new  enterprise  is a result of the combination of  the  respective
assets of Amoco Argentina and Bridas in the southern part of  South
America.  Pan American is the second largest producer of crude  oil
and natural gas in Argentina. Amoco holds a 60 percent interest  in
the new venture.

     In Bolivia, Amoco owns an interest and assumed operatorship of
a  new Bolivian company, Empresa Petrolera Chaco S.A. ("Chaco"), in
April  1997.  During  1997,  Chaco commenced  efforts  to  increase
liquids  production,  initiate exploration and drilling  operations
and improve facilities.

      In  China, Amoco completed the Liuhua field program with  the
completion  of  the  twenty-fourth well in  the  South  China  Sea.
Development was completed significantly ahead of the original  plan
and  on  target with the accelerated plan approved in  1997.  Also,
acquisition of 3-D seismic data was approved and completed in 1997,
and is expected to be used to support optimal sidetrack drilling in
1998 and throughout the remaining life of the field.

      In  Colombia, Amoco completed construction of a pipeline  and
facilities necessary to begin natural gas sales from its Opon field
discovery.  Net sales of approximately 30 mmcf per day  of  natural
gas  began  in  late 1997 to Ecopetrol, the Colombian national  oil
company. In 1998, Amoco is expected to supply natural gas from  the
Opon  field  to  the 200 megawatt Termo Santander power  generation
station,  which  was  partially completed in 1997  by  Amoco  Power
Resources Corporation.

      In Egypt, Amoco continues to enjoy success in exploration and
development  of natural gas in the Nile Delta. Through its  working
interest  in  a  number of partnerships, Amoco participated  in  18
commercial  gas discoveries in the Nile Delta. In 1997,  Amoco  and
its  partner  announced  plans to develop the  2  tcf  Ha'py  field
natural gas discovery in the Nile Delta. Natural gas is expected to
be  sold  into the expanding Egyptian domestic market beginning  in
late  1999.  Amoco is also moving ahead with plans  for  additional
sales to the local Egyptian market over the next few years (net 120
mmcf  of  natural  gas per day on line by 2000), and  is  exploring
natural gas export opportunities.

       In   the  Netherlands,  Amoco  successfully  completed   the
construction  of  the  Peak Gas storage  facility.  The  plant  was
officially dedicated in December 1997. The $150 million facility at
Alkmaar   will  help  the  Dutch  national  gas  transmission   and
distribution  company, Gasunie, meet peak demand  for  natural  gas
starting in 1998.

      In  Norway,  ongoing development drilling  on  the  new  well
protector platform resulted in the addition of five wells in the 19
well  program. Other notable accomplishments included  installation
of  the  new  crude  oil pipeline and natural gas  pipeline  to  be
commissioned in conjunction with the Ekofisk II rebuild.

      In  Sharjah, Amoco continued development of the  Sajaa  Field
using  multi-lateral horizontal wells resulting in  sustained  peak
production.  In addition, the first phase of Inlet Compression  was
completed resulting in a lower reservoir abandonment pressure.

      In  Trinidad  and  Tobago, Amoco enjoyed  continued  success,
adding  1.3  tcf of natural gas reserves, 25.5 million  barrels  of
crude  oil  and condensate reserves and completing three successful
exploration  wells.  Amoco  is  participating  with  a  34  percent
ownership interest in the construction of a new liquid natural  gas
("LNG")  facility,  and is expected to supply 100  percent  of  the
plant's  initial natural gas requirement of approximately 450  mmcf
per day beginning in 1999. Amoco is positioned to supply additional
gas  as  the  LNG facility is expanded. Amoco recently  signed  two
production  sharing contracts with the government of  Trinidad  and
Tobago.  Amoco is the operator and holds a 70 percent  interest  in
Block 5B and has a 40 percent non-operating interest in Block S11B.
Seismic  work  on  these blocks has been completed and  exploration
drilling is scheduled to begin in the second quarter of 1998.

      In  the  United  Kingdom, production from the Armada  complex
commenced  in  October  1997,  and averaged  production  of  13,000
barrels  of oil equivalent per day to Amoco in the fourth  quarter.
Amoco's working interest in the project is 18.2 percent. The export
of natural gas from Armada boosted throughput in the Amoco operated
Central Area Transmission System (CATS). Beacon Gas Limited,  whose
principal activity is the distribution of natural gas to the retail
sector and in which Amoco has a 50 percent interest, increased  the
number of customers contracted to 150,000.

      In Venezuela, gross production commenced in the first quarter
of  1997  in the Deep Jusepin field at approximately 10,000 barrels
of  oil  per day through a temporary production facility. The  rate
was  increased to 18,000 barrels per day in October 1997  when  the
permanent  production facility was completed. Development  drilling
is  expected  to  enable  gross production at  capacity  of  30,000
barrels  of oil per day by the end of the second quarter  of  1998.
Amoco  has a 45 percent interest in the Jusepin field. During 1997,
Amoco  began  exploration  programs  in  the  Punta  Pescador   and
Guarapiche blocks, in which Amoco holds 50 percent and 37.5 percent
interests, respectively. Seismic acquisition is currently under way
with exploratory wells planned in 1998.

      In Azerbaijan, Amoco has a 17 percent working interest and is
a  leading  partner  in the Azeri, Chirag, and  deepwater  Gunashli
project  in  the  Azeri  sector  of  the  Caspian  Sea.  Azerbaijan
International Operating Company ("AIOC") is the operator on  behalf
of  the  partners. In 1997, AIOC completed the minimum work program
and  initiated  production from the early oil  project.  Production
from  the  early  oil  project is expected to  be  exported  via  a
distribution route which runs from Baku to Novorossiysk, Russia. In
1997,  work progressed on another distribution route from  Baku  to
Supsa, Georgia and on phase 1 of the offshore development.

      In 1997, Amoco and other partners were awarded the rights  to
explore  and  develop the Ashrafi and Dan Ulduzu prospects  in  the
Caspian  Sea.  Amoco is the lead partner with a 30 percent  working
interest.  North Absheron Operating Company ("NAOC") was formed  to
act  as  operator on behalf of the partners. NAOC completed  a  3-D
seismic  program  and commenced drilling of the  first  exploration
well.

      Average  sales  prices (including transfers)  and  production
costs per unit of crude oil and natural gas produced, for the three
years ended December 31, 1997, are as follows:


                                United                   
                                States  Canada   Europe   Other
1997                                                     
Average sales prices:                                    
  Crude oil (per barrel) .....  $18.47  $14.19   $18.56  $17.85
                                                         
  Natural gas liquids                                    
    (per barrel) .............  $12.46  $14.36   $   --  $   --
                                                         
  Natural gas (per thousand                              
    cubic feet ("mcf")) ......  $ 2.15  $ 1.38   $ 2.69  $ 1.19
                                                         
Average production costs (per                            
  equivalent barrel) (*) .....  $ 4.04  $ 3.48   $ 7.33  $ 4.98
                                                         
1996                                                     
Average sales prices:                                    
  Crude oil (per barrel) .....  $20.21  $17.73   $20.94  $19.30
                                                         
  Natural gas liquids                                    
    (per barrel) .............  $13.95  $13.73   $   --  $   --
                                                         
  Natural gas (per mcf) ......  $ 1.93  $ 1.15   $ 2.47  $ 1.17
                                                         
Average production costs (per                            
  equivalent barrel) (*) .....  $ 3.77  $ 3.38   $ 6.23  $ 4.58
                                                         
1995                                                     
Average sales prices:                                    
  Crude oil (per barrel) .....  $16.02  $15.15   $17.18  $16.02
                                                         
  Natural gas liquids                                    
    (per barrel) .............  $10.00  $ 9.71   $   --  $   --
                                                         
  Natural gas (per mcf) ......  $ 1.35  $  .89   $ 2.45  $ 1.11
                                                         
Average production costs (per                            
  equivalent barrel) (*) .....  $ 3.54  $ 3.29   $ 5.59  $ 3.93
                                                    

(*)  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.

      Sales prices have declined significantly since December 31,
1997. Reported average sales prices represent recorded revenues for
crude   oil   and  natural  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  crude  oil  or
natural  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  and  in  certain
overseas areas, costs related to product transportation expenses.

      Data  regarding Amoco's exploratory and development  drilling
activities  during  the three years ended December  31,  1997,  are
summarized below:

                           United                          World-
                           States  Canada   Europe  Other   wide
1997                                                              
Net exploratory wells:                                            
  Productive ..........        13      15        1      3      32
  Dry .................         9       4       15      6      34
    Total .............        22      19       16      9      66
Net development wells:                                     
  Productive ..........       178     115        5    134     432
  Dry .................         9      19       --      4      32
    Total .............       187     134        5    138     464
    Total net wells ...       209     153       21    147     530
                                                           
1996                                                       
Net exploratory wells:                                     
  Productive ..........        51      45       --     13     109
  Dry .................        78      20        5      6     109
    Total .............       129      65        5     19     218
Net development wells:                                     
  Productive ..........       273     169        5    112     559
  Dry .................        32      22       --      6      60
    Total .............       305     191        5    118     619
    Total net wells ...       434     256       10    137     837
1995                                                       
Net exploratory wells:                                     
  Productive ..........        53      71       --      4     128
  Dry .................        47      24        4      8      83
    Total .............       100      95        4     12     211
Net development wells:                                     
  Productive ..........       348     168        6    127     649
  Dry .................        20      10       --      4      34
    Total .............       368     178        6    131     683
    Total net wells ...       468     273       10    143     894
                                                           


      Shown  below  are  wells  in  process  of  being  drilled  at
December 31, 1997:
                     United                              World-
                     States   Canada    Europe   Other    wide
Gross wells ......      179       12         8      25      224
Net wells ........       69        4         2      21       96

      The number of wells owned by Amoco at December 31, 1997,  was
as follows:
                     United                              World-
                     States   Canada    Europe   Other    wide
Gross wells owned:                                       
  Oil wells ......   22,028    4,623       204     797   27,652
  Gas wells ......   16,114    2,229       194     122   18,659
    Total ........   38,142    6,852       398     919   46,311
                                                                
Net wells owned:                                                
  Oil wells ......    6,376    2,368        47     699    9,490
  Gas wells ......    9,015    1,419        74      75   10,583
    Total ........   15,391    3,787       121     774   20,073
                                                                
Multiple completion wells included above:
  Gross wells ....    1,608      354        --      51    2,013
  Net wells ......      713      249        --      15      977

      Amoco's  proved  and  unproved  acreage  holdings,  including
acreage  held  under  reservations,  permits,  options  or  similar
arrangements at December 31, 1997, are summarized below:

                           United                           World-
                           States   Canada  Europe    Other  wide
                                     (thousands of acres)
Gross acres:                                                
  Proved ................   4,934    2,009     877      898  8,718
  Unproved ..............  12,273    3,969  10,023   31,772 58,037
  Reservations, permits,                                    
    options, etc. .......     134    3,163      --       --  3,297
    Total ...............  17,341    9,141  10,900   32,670 70,052
                                                            
Net acres:                                                  
  Proved ................   2,262    1,300     243      368  4,173
  Unproved ..............   4,241    2,323   4,513   17,286 28,363
  Reservations, permits,                                    
    options, etc. .......      32    2,147      --       --  2,179
    Total ...............   6,535    5,770   4,756   17,654 34,715
                                                            

Reserves

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

      Amoco replaced 178 percent of its production on an oil-energy
equivalent   basis   during  1997,  excluding  ownership   changes.
Including  the  sales and purchases of properties, which  primarily
involved  sales of interests in the United States and  Canada,  the
production  replacement rate was 147 percent.  The  tables  in  the
"Supplemental  Information" section set forth, by geographic  area,
net  proved reserves as of December 31, 1997, 1996, 1995, and  1994
including  reserves  in which Amoco holds economic  interest  under
production  sharing  and other types of operating  agreements  with
foreign   governments.  Also  included  are  Amoco's  proportionate
economic interest in estimated proved reserves of equity affiliates
in Argentina and Bolivia.

     Adding to 1997 reserves were discoveries and extensions in the
United  States,  Egypt,  Argentina,  Canada,  Sharjah,  the  United
Kingdom and Trinidad. Major improved recovery additions occurred in
Argentina,  Sharjah,  Egypt,  the United  Kingdom  and  the  United
States.  There were also significant upward revisions in crude  oil
in  the  United States, Egypt, Norway and Trinidad, and significant
natural  gas  revisions in Canada, Bolivia and  Trinidad.  Downward
revisions of natural gas reserves occurred in the United States. As
of  March  1,  1998,  no major discovery or significant  event  had
occurred that would have a material effect on the estimated  proved
reserves reported at December 31, 1997.

      Shown below are estimated proved reserves as of December  31,
1997 and 1996:

                          Crude Oil & NGL             Natural Gas
                        (millions of barrels)  (billions of cubic feet)
                      Consoli- Affil-          Consoli-  Affil- 
                       dated   iates   Total    dated    iates  Total
Net proved reserves:                                            
  December 31, 1997    2,253     164   2,417   20,088     1,368 21,456
  December 31, 1996    2,423      --   2,423   20,346        -- 20,346
Net proved developed                                            
  reserves:                                                     
  December 31, 1997    1,646     120   1,766   13,097       807 13,904
  December 31, 1996    1,882      --   1,882   14,166        -- 14,166

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

      Amoco has 39 such contracts in the United States which, as of
December  31,  1997, provide for the delivery over the  next  three
years  of 507 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 of  approximately
16 bcf of natural gas over the next three years. Amoco expects this
commitment to be fulfilled from reserves currently being developed.

      In  Trinidad  and Tobago, Amoco entered into a long-term  gas
sales  contract  with Atlantic LNG Company in 1996. Deliveries  are
expected to commence in 1999 and approximate 79 bcf of natural  gas
in  that  year. Amoco expects this commitment to be fulfilled  from
reserves currently being developed.

      Amoco Canada has 20 outstanding natural gas contracts  as  of
December  31,  1997.  Over the next three years,  deliveries  under
these  contracts total approximately 527 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,
an  index  basis,  are negotiated annually, or are  converted  from
fixed prices to market prices through the use of swaps (see Note  4
to the Consolidated Financial Statements and Supplemental Data).


Supply and Marketing of NGL

     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 NGL for 1997, 1996 and 1995 averaged 189,000 barrels per
day,  200,000  barrels  per  day,  and  204,000  barrels  per  day,
respectively.

      Amoco  owns  or has interest in four fractionator  plants  in
Canada  and  the United States. Two are located in Canada  in  Fort
Saskatchewan and Sarnia and two are located in the United States in
Hobbs,  New Mexico and Mont Belvieu, Texas. In 1997, Amoco acquired
a 12 percent interest in the Mont Belvieu plant, which has a design
capacity to process 200,000 barrels per day of raw NGL mix.


Refining

      Amoco owns and operates five refineries in the United States.
The  daily operable capacity of these refineries in 1997  is  shown
below:

                                                  Daily
                                                 Operable
                                                 Capacity
Location of Refinery                            (barrels)
                                                         
Texas City, Texas ...........................     433,000
Whiting, Indiana ............................     410,000
Mandan, North Dakota ........................      58,000
Yorktown, Virginia ..........................      57,000
Salt Lake City, Utah ........................      52,000
  Total .....................................   1,010,000
                                                
      Daily  input to crude units averaged 938,000 in 1997, 954,000
barrels in 1996 and 926,000 barrels in 1995. Crude unit utilization
was  92.9  percent  in  1997 compared with 94.6  percent  in  1996,
primarily   reflecting  planned  maintenance  on  a   major   crude
processing unit. Refinery investments focused on chemical feedstock
production,  sustaining reliable operations, increasing  crude  oil
flexibility, and environmental compliance.


Transportation

      Amoco operates extensive transportation facilities for  crude
oil, refined products, NGL, carbon dioxide ("CO2")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. Indirectly, the system  serves
some  35  refineries of other companies through  connecting  common
carrier  pipelines.  In  addition, the  refined  petroleum  product
system  is connected to three refineries. Chemical feedstock  lines
receive product directly from Amoco refineries and other Amoco  and
non-Amoco  facilities, and deliver directly to various plants.  NGL
is  gathered  and  then  transported through  a  system  of  owned,
partially  owned  and common carrier pipelines in  Canada  and  the
United  States. In total, Amoco's pipeline network in North America
aggregates  over  15,000 miles. In 1997, shipments through  Amoco's
pipeline  system  in North America totaled 442 million  barrels  of
crude  oil  and  397  million  barrels  of  refined  products   and
feedstocks.

      Minority interests are also owned in 11 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.

      In  1997,  Amoco acquired an equity interest in the  Longhorn
Partners Pipeline, Inc., a joint-venture pipeline company that will
use  new  and existing assets to move refined products from Houston
to El Paso starting in late 1998. In February 1997, a pipeline from
Billings, Montana, to Elk Basin, Wyoming, built as part of a  joint
venture  with Conoco to ship Canadian crude oil to Salt  Lake  City
and  Denver,  became operational. The pipeline  will  increase  the
availability of Canadian crude oil to the Salt Lake City  refinery,
supporting  refining  and marketing plans for  the  northern  Rocky
Mountain states.

      Development  of  the  Destine Pipeline  system  to  transport
hydrocarbons  from Marlin to onshore Mississippi  was  approved  in
1997.  The Destine Pipeline system is jointly owned by Amoco, Shell
Oil  Company and Sonnet Exploration. The pipeline will be  used  to
move  product into the natural gas processing plant in  Pascagoula,
Mississippi.

      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 North America.

      As  of  December  31,  1997,  Amoco  owned  three  U.S.  Flag
tug/barges  and bareboat chartered another tug/barge, giving  Amoco
an aggregate of 79 thousand deadweight tonnage ("DWT"). In February
1997,  Amoco  sold a U.S. Flag tug/barge with an  aggregate  of  21
thousand  DWT.  Amoco  was  also  committed  under  long-term  time
charters to three international flag tankers, totaling 240 thousand
DWT.  An additional 350 thousand DWT was time chartered on a short-
term basis, of which 51 thousand DWT was for a U.S. Flag tanker.


Marketing of Petroleum Products

      The  principal refined products manufactured and marketed  by
Amoco  are  gasolines,  diesel  fuels,  jet  fuels,  heating  oils,
asphalt, residual fuels, motor oils, greases and lubricants.  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 AMOCO, PERMALUBE, ULTIMATE, SILVER  and  in  the
midwestern  states, STANDARD. Amoco also sells large quantities  of
liquefied petroleum gas and NGL, and offers convenience merchandise
and related services to motorists, some of which are marketed under
the CERTICARE and SPLIT SECOND brand names.

      In the United States, Amoco's marketing of petroleum products
is  concentrated in the midwest, east and southeast. Amoco supplies
about  9,300 gasoline retail outlets, of which approximately  3,200
are either owned or leased. Most of these outlets are independently
operated. Amoco continues to reposition its marketing operations by
acquisitions,  asset  recapitalization  and  construction  of  high
volume facilities, including cobranded sites with retailers such as
McDonald's  Corporation. In 1997, petroleum products sales  volumes
averaged  1.2  million barrels per day in the United States,  about
the  same as in 1996. Gasoline sales increased five percent  during
1997,   and  averaged  660,000  barrels  per  day  for  the   year.
Distillates  sales averaged 339,000 barrels per  day,  about  eight
percent lower than in 1996.

      U.S.  sales volumes of petroleum products for the three years
ended December 31, 1997, are detailed below:

                             1997      1996       1995
                           (thousands of barrels per day)
United States:                                 
  Gasoline ..............     660       630        614
  Distillates ...........     339       370        366
  Other products ........     204       201        191
    Total ...............   1,203     1,201      1,171
                                               


Chemicals

      Amoco  produces  and  markets a  variety  of  petroleum-based
chemicals worldwide. Chemical feedstocks include paraxylene ("PX"),
metaxylene,  olefins, and styrene used as raw materials  for  other
chemical  product  lines. Chemical intermediates  include  purified
terephthalic  acid  ("PTA"), the preferred  raw  material  for  the
manufacture  of polyester; purified isophthalic acid  ("PIA")  used
for  isopolyester resins and gel coats; trimellitic anhydride  used
principally  in  plasticizers; polybutene used in  lubricating  oil
additives;  dimethyl-2,6-naphthalene dicarboxylate, commonly  known
as  "NDC",  used  for photographic film and specialized  packaging;
linear   alpha-olefins  used  for  polyethylene,   detergents   and
plasticizers;  and  poly  alpha-olefins  used  as  base  stock  for
synthetic  lubricants.  Polymers  include  polypropylene  used  for
molded  products, fibers and films; engineering polymers  used  for
medical, automotive and electronic applications; and carbon  fibers
used  in  sporting  goods and aerospace applications.  Fabrics  and
fibers  are primarily used in carpet backing, home furnishings  and
industrial uses such as civil engineering fabrics and bulk bags.

     Amoco's principal North American chemical and plastic products
facilities  are located at Alvin, Baytown, Deer Park, Pasadena  and
Texas  City, Texas; Decatur and Roanoke, Alabama; Greenville,  Rock
Hill,  Seneca, Spartanburg, and the Cooper River plant  near  Mount
Pleasant,  South  Carolina; Rocky Mount, North  Carolina;  Atlanta,
Augusta,  Bainbridge,  Hazlehurst and Nashville,  Georgia;  Joliet,
Illinois;   Afton,   Virginia;  Marietta,  Ohio;   Hawkesbury   and
Brantford, Ontario and Matehuala, Mexico.

      A  wholly  owned chemical plant at Geel, Belgium manufactures
PTA,  PIA  and  polypropylene. Facilities for  the  fabrication  of
carpet  backing and industrial cloth from polypropylene are located
in  the  United  Kingdom, Germany, Australia and Brazil.  In  1997,
Amoco  began operations at a carpet-backing plant in Gyor, Hungary.
Linear  alpha-olefins and poly alpha-olefins  are  processed  at  a
plant in Feluy, Belgium.

      In  1997, Amoco's PTA plant in Kuantan, Malaysia was expanded
by 100,000 metric tons in mid-year. Amoco's PTA joint-venture plant
in  Indonesia was successfully started in September 1997. A 500,000
ton  PTA  unit in Mount Pleasant, South Carolina came  onstream  in
June  1997.  Construction  continues on a  new  500,000  ton  Geel,
Belgium PTA unit, which is scheduled to start in the second quarter
of 1998.

      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  Indonesia; 50 percent in Taiwan; 35 percent  in  South
Korea;  and 9 percent in Mexico. Amoco holds a 40 percent  interest
in  Singapore Aromatics Company, which operates an aromatic complex
that includes 350,000 tons of PX capacity.

      The following table sets forth chemical segment revenues  for
the three years ended December 31, 1997:

                                1997      1996      1995
                                 (millions of dollars)
Chemical feedstocks ........  $ 1,230   $   745   $   704
Chemical intermediates .....    2,607     2,533     2,622
Polymers ...................      980       938       890
Fabrics and fibers .........      927       963       970
Foam products ..............       --       181       288
Other ......................      646       409       243
  Total worldwide ..........  $ 6,390   $ 5,769   $ 5,717
                                                  


Other Operations

      Amoco has a wholly owned real estate subsidiary, AmProp, Inc.
("AmProp"),  which was formed in late 1988. AmProp was  established
to develop a portfolio of actively managed real estate investments.
The  real  estate  investments have been developed in  partnerships
with  local  developers. One such venture, the Cantera  development
west  of  Chicago,  began  occupancy in 1997  and  will  eventually
consist  of  nine  million square feet of office, light-industrial,
and  multi-family residential units. The project will also  include
retail, hotel, and recreational developments.

        Amoco   conducts   certain   non-petrochemical   technology
development   through  a  separate  operating   subsidiary,   Amoco
Technology Company. Currently, the operating company has  interests
in  two  areas  of  major focus: photovoltaics  (solar  power)  and
genomic disease management.

      Amoco/Enron  Solar,  a  partnership with  Enron  Corporation,
manufactures  and  markets semicrystalline  and  amorphous  silicon
modules that produce electricity directly from sunlight, as well as
develops solar powered electric generation facilities.

      Vysis,  Inc.  is  a genomic disease management  company  that
develops, commercializes and markets clinical products that provide
information  critical to the evaluation and management  of  cancer,
prenatal   disorders  and  other  genetic  diseases.  The   company
currently  markets five clinical products cleared by the  Food  and
Drug Administration, more than 240 research products, an integrated
line  of  genetic  imaging workstations and other  instruments  for
cytogenetic  analysis. In February 1998, Vysis,  Inc.  completed  a
public  offering of its common stock. Amoco retains  a  69  percent
interest in this previously wholly owned venture.

      Amoco  has  retained LaSalle Partners to handle the  possible
sale  of  the Amoco Building in Chicago, Illinois, the headquarters
of Amoco.


Research

      Research operations are conducted primarily at five  research
locations.  At  Tulsa, Oklahoma, research activities  are  directed
toward new and improved methods for finding and producing crude oil
and natural gas. In 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,
and  refining  of  crude  oil.  The Alpharetta,  Georgia,  research
facility also conducts research for polymers and engineered resins,
and  at Austell, Georgia, research and development activities focus
on  extending  and  creating synthetic fabrics, fibers,  yarns  and
related  processing equipment. Research and development in  support
of  genetic research and products is carried out at Downers  Grove,
Illinois.

       Expenditures   for   research  and  technology   development
activities totaled $151 million in 1997, $171 million in  1996  and
$175 million in 1995. An average of 834, 854 and 1,000 professional
employees  were engaged full-time in these activities during  1997,
1996 and 1995, respectively.


Employees

      Amoco had 43,451 employees in its worldwide operations as  of
December 31, 1997. Of this total, 32,726 were located in the United
States, with approximately 16 percent represented by various  labor
organizations. The remaining 10,725 employees were located in  non-
U.S.  countries, of which approximately 28 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. In 1997, Amoco was  the  largest
corporate  producer  of  natural gas in the  United  States.  Amoco
believes that it ranked sixth in crude oil and natural gas  liquids
production  in  the  United States in 1997. Amoco  sells  petroleum
products in 33 states and the District of Columbia. 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  6.7  million metric tons, including  joint  ventures.
Amoco  is also the world's leading manufacturer of paraxylene  with
annual  production capacity of 2.1 million metric  tons,  including
joint ventures. Amoco has operations in approximately 30 countries.
In  addition,  the  discussion under the headings "Exploration  and
Production,"  "Reserves," "Oil and Gas Sales Commitments,"  "Supply
and Marketing of NGL," "Refining," "Transportation," "Marketing  of
Petroleum Products," "Chemicals," "Other Operations" and "Research"
in  Items  1  and  2  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 crude oil. The Interstate Commerce
Act  requires 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
crude 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 was 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 0.12 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  (4)  an underground storage  tank  tax,  which  is
imposed  at  a rate of 0.1 cent per gallon of gasoline and  certain
other  fuels. Effective January 1, 1996 the Superfund tax  expired.
However,  part  (4) the underground storage tank tax was  reimposed
effective  October 1, 1997, at the same rate and on the same  fuels
as  previously  imposed. The other parts of the Superfund  tax  are
subject to reauthorization by Congress.


Safety, Health and Environmental Protection

      Amoco facilities and products are subject to a large body  of
national  and  local laws and regulations regarding  protection  of
human  health,  safety  and  the environment.  The  Corporation  is
committed  to  safety,  health  and environmental  stewardship,  as
reflected  in  its  policies  and  programs.  An  auditing  program
periodically  evaluates and assures the integrity and effectiveness
of  safety, health and environmental management systems in  use  at
Amoco   facilities  and  operations  worldwide.  The  Amoco  Crisis
Management system seeks to provide rapid and effective response  in
the event of an emergency at Amoco operations.

      Amoco's chemical and petroleum products are manufactured  and
sold  in  compliance with numerous laws and regulations related  to
product  safety. The Corporation has a product stewardship  program
to  evaluate  the safety, health and environmental aspects  of  its
products, to obtain necessary country-specific clearances  for  the
sale  of  products,  and to provide information  to  employees  and
customers  on  the  safe and environmentally  sound  use  of  Amoco
products.  Additionally, Amoco's refining and marketing  operations
continue  to  adapt  to  current and future  reformulated  gasoline
requirements under clean air laws.

       Amoco's  operations  face  strict  controls  on  release  of
pollutants  to  the  air,  water, soil and  ground  water.  Process
equipment and pollution control devices continue to be upgraded  or
added to meet environmental standards. Waste handling and treatment
strategies  are  reviewed  and adjusted to  meet  requirements  for
environmental protection.

       Remediation  of  contaminated  sites  under  the   Resources
Conservation  and  Recovery  Act, the federal  Superfund  law,  and
similar state laws is ongoing and will continue for the foreseeable
future.   Existing  and  potential  remediation   obligations   are
identified through an assessment program, and numerous projects are
under  way  to address the contamination found. The Corporation  is
also  subject  to  claims made for natural resource  damages  under
several federal laws.

      In  the  future, new laws or regulations intended to  address
global climate change could impact emission monitoring or reduction
requirements  at Amoco operations and facilities. Such requirements
also   might  have  impacts  on  manufacturing  processes,  product
formulation or product characteristics.

      Amoco's  1997 capital expenditures for existing environmental
regulations  totaled  $89 million. In addition,  Amoco  spent  $292
million  for  related operating costs and research and development,
and  $59  million for mandated and voluntary remediation  projects.
Remediation  costs  in  1998 are expected to approximate  the  1997
level.  Capital expenditures in the environmental area are expected
to be approximately $96 million in 1998. In 1999, approximately the
same level of environmental spending is expected.

Executive Officers of the Registrant

      Certain  information  required by Item  10  with  respect  to
executive  officers is incorporated by reference to  pages  2-7  of
Amoco's  Proxy Statement dated March 16, 1998. The following  table
sets forth information concerning other executive officers of Amoco
as of March 1, 1998:

                                                               Served
                                                                 as
                                                              Executive
                                                               Officer
       Name                 Principal Occupation         Age    Since
John F. Campbell .  Senior vice president, human          54    1998
                      resources                               
John L. Carl .....  Executive vice president and          50    1991
                      chief financial officer                 
James E. Fligg ...  Senior executive vice president,      61    1991
                      strategic planning and                  
                      international business development      
L. Richard Flury .  Executive vice president,             50    1994
                      exploration and production sector       
W. Douglas Ford ..  Executive vice president,             54    1992
                      petroleum products sector               
Enrique J. Sosa ..  Executive vice president,             57    1995
                      chemicals sector                        
George S. Spindler  Senior vice president, law and        60    1989
                      corporate affairs                       
David F. Work ....  Senior vice president, shared         52    1996
                      services                                

     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 Enrique  J.  Sosa,  have
been  employed  by  Amoco or its subsidiaries for  more  than  five
years.

      John  F. Campbell was appointed Senior Vice President,  Human
Resources  effective January 1, 1998 replacing R.  Wayne  Anderson.
From  April  1996 through December 1997, John F. Campbell  was  the
Vice  President of Human Resources for Corporate People Strategies.
He  was  named  Vice  President  Corporate  People  Strategies  and
Chemicals  Sector  HR  Contact Executive in  April  1997  and  Vice
President  Executive  Resources and  Chemicals  Sector  HR  Contact
Executive  in  January 1995. Prior to that time, Mr.  Campbell  had
been  General Manager Executive Resources since 1992 and progressed
through  a  series of Human Resources managerial positions  between
1967 and 1992.

      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 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.

      L.  Richard  Flury  was appointed Executive  Vice  President,
Exploration  and Production Sector, effective January 1,  1996.  L.
Richard Flury was elected Senior Vice President, Shared Services in
July  1994. 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.

       W.  Douglas  Ford  was  elected  Executive  Vice  President,
effective  July  1,  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.  In  February
1991,  W. Douglas Ford was named Executive Vice President of  Amoco
Oil Company.

      Enrique  J.  Sosa  was  appointed Executive  Vice  President,
Chemicals Sector, effective October 1, 1995. From 1990, Enrique  J.
Sosa  was  Senior  Vice  President  of  Dow  Chemical  Company  and
President of Dow North America.

      David  F.  Work  was appointed Senior Vice President,  Shared
Services, effective January 1, 1996. David F. Work joined Amoco  in
1970  and  was  Group Vice President of Worldwide  Exploration  for
Amoco  Production Company from February 1992 to the effective  date
of his current appointment.

      Except as previously described, others shown in the table  on
the  previous  page, 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

      Twelve 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 $7.25 million.

      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 1992. 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  filed a petition in the U.S. Tax Court contesting  the
IRS statutory Notice of Deficiency. Trial on the matter was held in
April  1995, and a decision was rendered by the U.S. Tax  Court  in
March  1996,  in  Amoco's favor. The IRS appealed the  Tax  Court's
decision to the U.S. Court of Appeals for the Seventh Circuit,  and
on  March  11, 1998, the Seventh Circuit affirmed the  Tax  Court's
prior decision. A comparable adjustment of foreign tax credits  for
each  year has been proposed for the years 1983 through 1992  based
upon  subsequent  IRS  audits. The Corporation  believes  that  the
foreign  income  taxes  have been reflected properly  in  its  U.S.
federal tax returns. 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.

      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 with 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, 1997.



                ___________________________________
                                 
                              PART II

Item 5.  Market for the Registrant's Common Stock 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 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.

                                              Cash
                          Market Prices     Dividends
                        High       Low      Per Share
1997                                             
First quarter .....   $ 91 5/8  $ 80 1/4      $ .70
Second quarter ....   $ 91 7/8  $ 79 1/4      $ .70
Third quarter .....   $ 99      $ 87          $ .70
Fourth quarter ....   $ 98 3/8  $ 81 13/16    $ .70
1996                                             
First quarter .....   $ 74 1/8  $ 67 1/2      $ .65
Second quarter ....   $ 75 1/8  $ 69 1/2      $ .65
Third quarter .....   $ 72 5/8  $ 65          $ .65
Fourth quarter ....   $ 83 1/2  $ 70 1/4      $ .65

     Year-end 1997 and 1996 market prices were $85 1/8 and $80 1/2,
respectively.

     Amoco had 134,029 shareholders of record at December 31, 1997.

      The quarterly cash dividend was raised to 75 cents per share,
effective with the first quarter 1998 dividend.

      Amoco  declared a two-for-one split of each share  of  common
stock outstanding on March 31, 1998.


Item 6.  Selected Financial Data

      The  following selected financial data, as it relates to  the
years  1993  through 1997, have been derived from the  consolidated
financial statements of Amoco, including the consolidated statement
of financial position at December 31, 1997 and 1996 and the related
consolidated statement of income and consolidated statement of cash
flows  for  the three years ended December 31, 1997, and the  notes
thereto, appearing elsewhere herein.

                              1997     1996     1995     1994     1993
                              (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)  $31,910  $32,150  $27,066  $26,048  $25,336
  Net income .............. $ 2,720  $ 2,834  $ 1,862  $ 1,789  $ 1,820
  Net income per share                                          
    (basic) ............... $  5.55  $  5.69  $  3.76  $  3.60  $  3.66
  Net income per share                                          
    (assuming dilution) ... $  5.52  $  5.67  $  3.75  $  3.57  $  3.63
  Cash dividends per share  $  2.80  $  2.60  $  2.40  $  2.20  $  2.20
  Ratio of earnings to                                          
    fixed charges (*) .....     9.1     10.3      6.9      8.9      8.0
Balance sheet data-At                                           
  December 31:                                                  
  Total assets ............ $32,489  $32,100  $29,845  $29,316  $28,486
  Long-term debt .......... $ 4,639  $ 4,153  $ 3,962  $ 4,387  $ 4,037
  Shareholders' equity .... $16,319  $16,408  $14,848  $14,382  $13,665
  Shareholders' equity per                                      
    share ................. $ 33.79  $ 33.00  $ 29.91  $ 28.97  $ 27.53
                                                                
(*)  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.


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

Highlights                          1997      1996      1995
Net income (millions) .......    $ 2,720   $ 2,834   $ 1,862
Net income per share (basic).    $  5.55   $  5.69   $  3.76
Net income per share                                 
  (assuming dilution) .......    $  5.52   $  5.67   $  3.75
Cash dividends per share ....    $  2.80   $  2.60   $  2.40
Return on average                                    
  shareholders' equity ......      16.6%     18.1%     12.7%
Return on average                                    
  capital employed ..........      13.2%     13.8%     10.3%

      Net  income for 1997 was $2.7 billion, second only to  record
1996  earnings  of $2.8 billion, and $800 million  above  the  $1.9
billion earned in 1995. Year-to-year comparisons of net income were
affected  by  significant  unusual items summarized  in  the  table
below.

incr.(decr.) net income            1997      1996      1995
                                    (millions of dollars)
Net asset dispositions                               
  and impairments ...........    $  271    $  153    $ (297)
LIFO inventory ..............        --        90        --

      Amoco's  continued  aggressive portfolio management  in  1997
focused  on  investing  in significant growth  opportunities  while
identifying non-strategic assets to be divested. Earnings  in  1997
included  $271  million  of  net  gains  from  asset  dispositions,
primarily the sale of non-core oil and gas properties in the United
States. Asset sales in the United States, including the sale  of  a
natural  gas  pipeline unit in Texas, generated proceeds  of  about
$1.2  billion. Additional sales of U.S. oil and gas properties  are
expected to be completed in early 1998.

      Included  in 1996 earnings were gains of $97 million  on  the
sale  of Amoco's polystyrene foam products business and $56 million
on  the sale of certain Canadian oil and gas properties, and a  $90
million  gain  from  a  reduction in  last-in,  first-out  ("LIFO")
inventory levels. Earnings in 1995 included an $83 million gain  on
the  sale  of  Amoco Motor Club; non-cash charges of  $380  million
associated with asset impairments reduced 1995's income.

      Excluding these unusual items for all periods, 1997  earnings
of  $2,449 million were five percent below 1996 earnings of  $2,591
million, but were 13 percent above 1995 earnings of $2,159 million.
      Earnings in 1997 benefited from higher natural gas prices and
improved  refining operations and petroleum product sales  margins.
Also  benefiting 1997 results were continued efficiencies  accruing
from  Amoco's Shared Services operations. Adversely affecting  1997
earnings  were lower crude oil prices and lower production volumes.
Chemical  earnings  were  below 1996  levels,  as  excess  industry
capacity  put  downward  pressure  on  sales  prices  and  margins,
especially   for  paraxylene  ("PX").  Higher  corporate   expenses
reflecting increased interest expense, adverse currency effects and
revised  estimates  of  tax obligations, also  contributed  to  the
decline.

      Sales  and  other operating revenues totaled $32 billion  for
1997,  about  the  same as in 1996. Natural gas revenues  increased
five  percent  primarily as the result of higher  prices.  Chemical
revenues  increased  by  seven percent,  as  higher  sales  volumes
associated  with  capacity  additions and  acquisitions  more  than
offset  lower  prices.  Refined  product  and  crude  oil  revenues
declined  four  percent  and  six  percent,  respectively,   mainly
reflecting lower prices.

      Equity  in  income  of affiliates and other  income  of  $926
million  in  1997 was $350 million above 1996, primarily reflecting
the  gain  on  U.S.  non-core exploration  and  production  ("E&P")
property dispositions.

      Total  costs  and expenses on a worldwide basis  totaled  $33
billion,  a slight increase from 1996. Operating expenses increased
eight  percent primarily resulting from higher refinery maintenance
costs  and  costs  associated with the start-up  of  production  in
Venezuela  and Bolivia, increased activity in Trinidad  and  higher
maintenance  costs related to operations in the North Sea  and  the
United  States.  Interest expense increased $209 million  in  1997,
reflecting  an  increase in long-term debt,  as  well  as  interest
expense associated with revised estimates of tax obligations. Lower
selling and administrative expenses, exploration expenses and costs
for  purchased  materials and products were partly offsetting.  Net
income also benefited from favorable prior-year tax adjustments.


Industry Segments

      In  1997,  Amoco changed the basis upon which operations  are
grouped  for the purpose of business segment reporting to  maintain
alignment  with  changes made in its internal  structure.  Canadian
supply  and marketing operations for crude oil, sulfur and  natural
gas  liquids  ("NGL")  are now included in the  petroleum  products
segment. Previously, those businesses were reported in the Canadian
E&P segment. Segment earnings for prior years have been restated to
conform to the new basis.

      Results on a segment basis, for the five years ended December
31, 1997, are presented in the table below:


                               Consolidated Results on a Segment Basis
                            
                              1997     1996    1995     1994     1993
                                      (millions of dollars)
Exploration and production                                     
  United States ..........  $1,447   $1,132  $  463   $  820   $  826
  Canada .................     195      201    (102)     113      347
  Europe .................     145      118      88      (65)    (102)
  Other ..................     193      333     245       76      (48)
    Subtotal .............   1,980    1,784     694      944    1,023
                                                               
Petroleum products .......     587      528     491      496      815
Chemicals ................     493      735     963      485      222
Corporate and other                                            
  operations* ............    (340)    (213)   (286)    (136)    (240)
    Net income ...........  $2,720   $2,834  $1,862   $1,789   $1,820
                                                               

*Corporate  and  other  operations include net interest  and  general
corporate  expenses,  and  the results of investments  in  technology
companies, real estate interests and other activities.


Exploration and Production

Worldwide

      Exploration and Production earnings totaled $1.6  billion  in
1997,  excluding  net  gains of $352 million  associated  with  the
disposition of non-strategic properties, compared with earnings  of
$1.8 billion in 1996. Higher worldwide natural gas prices favorably
affected  1997 results. More than offsetting this favorable  factor
were lower crude oil and NGL prices and a decline in North American
crude  oil and natural gas production, due to normal field declines
and dispositions.

     Worldwide, Amoco produced 637,000 barrels per day of crude oil
and  NGL and 4.1 billion cubic feet ("bcf") per day of natural gas.
Production declined the equivalent of 65,000 barrels per  day  from
1996,  reflecting normal field declines and dispositions, primarily
in  the  United  States. The production decline  was  mitigated  by
incremental or new production in Colombia, Venezuela, Argentina and
Bolivia.  These  new areas along with production in Azerbaijan  are
projected  to add about 50,000 oil-equivalent barrels  per  day  to
1998 production.

      In  1997,  Amoco  replaced  178  percent  of  its  production
(excluding ownership changes) with new reserves. This was the fifth
consecutive  year  in which reserve additions, (improved  recovery,
discoveries   and   revisions)  exceeded  production.   Exploration
activities  focused  on  20 countries in  1997.  Amoco's  worldwide
exploration drilling success rate was 48 percent. Success in recent
years  came  from  a  combination of new technology,  such  as  3-D
seismic  imaging  --  utilized over  the  past  few  years  --  and
concentrating on selected countries.


United States

      United  States  E&P operations earned $1.4 billion  in  1997.
Excluding  gains  of  $329  million related  to  non-core  property
dispositions, 1997 earnings of $1,118 million were comparable  with
1996  earnings  of $1,132 million. Higher natural  gas  prices  and
lower  exploration  expenses of $41 million  before  tax  favorably
affected 1997 results. These favorable factors were offset by lower
crude oil prices and production volumes.

      Amoco's average U.S. natural gas prices of $2.15 per thousand
cubic  feet  ("mcf")  in 1997 increased $.22  per  mcf  from  1996.
Amoco's U.S. crude oil prices averaged $18.47 per barrel, down over
$1.70  per  barrel from 1996, reflecting the effect  of  more  than
adequate crude oil supplies.

      U.S. natural gas production averaged 2.4 bcf per day in 1997,
down eight percent from 1996. Crude oil and NGL production averaged
274,000  barrels per day, also down eight percent  from  1996.  The
decline  in  production  resulted from normal  field  declines  and
property dispositions.


Canada

      Canadian E&P operations earned $195 million in 1997, compared
with  earnings  of $201 million in 1996. A gain of $56  million  on
asset  dispositions,  including  Amoco's  remaining  investment  in
Crestar  Energy Inc., benefited 1996 earnings. Higher  natural  gas
prices  and a gain on the sale of Amoco's arctic drilling  unit  of
$35 million impacted 1997 earnings.

      Amoco's  1997 Canadian natural gas prices averaged $1.38  per
mcf, $.23 per mcf over 1996 levels. Crude oil prices of $14.19  per
barrel  in  1997  were  down  $3.54 per  barrel,  reflecting  lower
industry prices and increased heavy-oil production.

      Amoco's Canadian natural gas production of 761 million  cubic
feet  ("mmcf")  per  day in 1997 declined seven percent  from  1996
levels  due  to  normal  field declines and property  dispositions.
Crude  oil and NGL production averaged 61,000 barrels per day,  the
same  as  in 1996, as increased heavy-oil production offset  normal
field  declines  and  dispositions. In 1997,  heavy-oil  production
averaged 28,000 barrels per day, up from 20,000 barrels per day  in
1996.

Overseas

      European  exploration and production operations  earned  $145
million in 1997, $27 million higher than the $118 million earned in
1996.  The  increase  in 1997 earnings primarily  reflected  higher
crude oil and natural gas production, higher natural gas prices and
a  gain  on a property disposition. Partly offsetting these factors
were  lower  crude oil prices, higher exploration expenses  of  $18
million before tax and higher operating expenses.

      Exploration and production operations in other overseas areas
earned  $193 million in 1997, down from the $333 million earned  in
1996.  Higher  operating  expenses, mainly reflecting  start-up  of
production  and  increased maintenance costs, and lower  crude  oil
prices  and  production,  more than offset  increased  natural  gas
prices and production.

     Overseas crude oil and NGL production averaged 302,000 barrels
a  day,  a  slight  decline from 1996, primarily  reflecting  lower
production  in China and Egypt. Partly offsetting the  decline  was
new production in Venezuela and Bolivia and increases in Norway and
the United Kingdom. Natural gas production increased two percent to
1,013 mmcf per day, primarily from new production in Argentina  and
Bolivia.


Petroleum Products

      Petroleum  products operations earned $587 million  in  1997,
compared  with  earnings of $528 million in 1996. The  drawdown  of
inventories  valued under the LIFO method benefited  operations  in
1996  by  $90 million. Adjusting for that item, 1997 earnings  were
$149  million higher than 1996 earnings of $438 million, reflecting
improved  refinery  operations  and  higher  U.S.  refined  product
margins  and volumes. Refined product margins increased 2.4  cents-
per-gallon  during  1997 as declining crude  oil  costs  more  than
offset  the  2.5  cents-per-gallon decline in the  average  selling
prices.

      Petroleum product sales volumes averaged 1.4 million  barrels
per  day  in 1997, about the same as 1996. Gasoline sales  averaged
660,000  barrels per day, an increase of five percent, in  response
to  new  and  aggressive  marketing initiatives.  Distillate  sales
volumes  averaged 339,000 barrels per day. The refinery utilization
rate  averaged 93 percent of rated capacity in 1997, compared  with
95  percent in 1996, primarily reflecting planned maintenance on  a
major  crude processing unit. The refinery yield rate was at  107.0
percent in 1997, the same as in 1996.


Chemicals

     Chemical operations earned $493 million in 1997, compared with
1996  earnings of $735 million. Charges related to the  anticipated
disposition  of certain non-core chemical operations  lowered  1997
earnings by $81 million, while 1996 earnings included a gain of $97
million   from  the  sale  of  Amoco's  polystyrene  foam  products
business.

      Adjusting both years for these items, 1997 earnings  of  $574
million  were  ten percent lower than 1996. The lower  earnings  in
1997  mainly reflected a decline in PX margins and the  absence  of
foreign  investment incentives. Partially offsetting were increases
in  purified  terephthalic  acid  ("PTA")  and  PX  sales  volumes,
reflecting capacity additions, and higher olefins margins. In 1997,
produced  volumes for PX increased about 30 percent;  polypropylene
sales  volumes were up 11 percent; and PTA sales volumes  increased
23 percent. Overall, chemicals' capacity utilization rates averaged
93 percent in 1997 and 94 percent in 1996.


Corporate and Other Operations

      Corporate  and  other  operations include  net  interest  and
general  corporate  expenses, and the  results  of  investments  in
technology  companies, real estate interests and other  activities.
This  segment  incurred net after-tax expenses of $340  million  in
1997,  compared  with  net expenses of $213 million  in  1996.  The
increase  in  corporate  and  other operations  expenses  primarily
reflected  an  increase in interest expense resulting  from  higher
corporate  debt  balances, revised estimates  of  tax  obligations,
including associated interest expense, and adverse currency effects
of $38 million.


1996 vs. 1995

      Excluding  unusual  items, 1996 earnings  of  $2,591  million
increased  20 percent over 1995 earnings of $2,159 million.  Higher
crude  oil  and  natural  gas prices and an increase  in  worldwide
natural  gas production contributed to the improvement.  Offsetting
those  favorable  items were lower chemical and  petroleum  product
earnings resulting from lower margins.

     U.S. exploration and production operations earned $1.1 billion
in  1996  compared with $463 million in 1995. After-tax charges  of
$234  million for impairment of crude oil and natural gas producing
properties  were  included in 1995 earnings. Excluding  that  item,
1996  earnings  increased by $435 million, mainly reflecting  a  43
percent  increase in Amoco's average natural gas prices  and  a  26
percent increase in Amoco's average crude oil prices.

      Earnings  outside  the  United  States  for  exploration  and
production  operations  were  $652 million,  an  increase  of  $421
million  over 1995. The improvement in earnings primarily reflected
higher  crude  oil  and natural gas prices and higher  natural  gas
production volumes. Included in the 1996 results were gains on  the
sale  of  assets  of  $56 million. Included in 1995  earnings  were
impairment charges of $93 million.

      In 1996, petroleum products earnings of $528 million compared
with earnings of $491 million for 1995. The drawdown of inventories
valued under the LIFO method benefited 1996 results by $90 million.
Included  in  1995 earnings were an after-tax gain of  $83  million
from  an  asset  sale  and an after-tax impairment  charge  of  $11
million.  Adjusting  both years, 1996 adjusted earnings  were  $438
million compared with $419 million for 1995.

      The  slight increase in petroleum products earnings reflected
higher Canadian supply and marketing earnings, higher sales volumes
and  a  gain on an asset sale. Offsetting these factors were  lower
refining  margins  and  higher expenses  related  to  international
business  development.  In late 1996, Amoco  decided  to  sell  its
retail  outlets  in  Central Europe as part  of  the  Corporation's
strategy  to  concentrate on retail marketing operations  in  North
America. The Corporation completed the sale of those facilities  in
1997.

     In 1996, chemical operations earned $735 million compared with
1995 earnings of $963 million. Included in 1996 earnings was a gain
of  $97  million from the sale of Amoco's polystyrene foam products
business.  Included in 1995 earnings were charges  of  $42  million
related  to  the impairment of specialty polymer facilities.  After
adjusting for special items, 1996 earnings of $638 million were  37
percent lower than adjusted 1995 earnings.

      The decrease in chemicals earnings was primarily related to a
sharp  drop in margins for major product lines and the impact  from
industrywide  inventory  "destocking"  of  PTA  and  PX.  Partially
offsetting   those  factors  were  increases  in   sales   volumes,
reflecting  capacity  additions and  acquisitions,  and  investment
incentives.

     The decrease in corporate and other operations net expenses to
$213  million in 1996 from $286 million in 1995 resulted from lower
interest   expense  associated  with  revised  estimates   of   tax
obligations, and a gain on an asset disposition.


Outlook

      The  volatility of crude oil, natural gas and refined product
prices,  and  the  overall  product supply/demand  balance  of  the
petrochemical   industry   will   continue   to   affect    Amoco's
profitability.  While  refining margins strengthened  during  1997,
over  the long term Amoco anticipates refining margins being  under
pressure  in a very competitive U.S. market. Uncertainty  in  world
markets,  particularly  in  Asia, new governmental  regulation  and
technological advances add to the significant challenges that  must
be addressed and successfully managed by Amoco.

      Amoco believes it has the structure and resources to allow it
to   achieve  improvements  in  profitability  and  growth  of  its
businesses  through  intensive  portfolio  management.  Amoco  also
expects   to  continue  to  benefit  from  ongoing  cost  reduction
programs. Efficiency gains are expected through development of  new
work  processes, alliances, joint ventures, strategic  acquisitions
and divestments and increased volume growth in its operations.

     Amoco's worldwide barrel-oil-equivalent production is expected
to  increase from 1996 levels by 25 percent by the year 2001,  with
the  largest  increases  expected to  occur  in  the  later  years.
Significant  contributions are anticipated from the deepwater  Gulf
of  Mexico,  Trinidad,  Venezuela,  Colombia,  Argentina,  Bolivia,
Egypt, and the Caspian Basin.

     In late 1997, Amoco and Bridas Corporation formed Pan American
Energy  LLC  ("Pan  American"), which created one  of  the  largest
producers  of crude oil and natural gas in Argentina.  In  Bolivia,
Amoco  acquired  an interest and assumed operatorship  of  the  new
Bolivian company, Empresa Petrolera Chaco S.A. ("Chaco").

     Earlier in 1997, Altura Energy Ltd. was established to operate
the  combined oil and gas producing properties of Amoco  and  Shell
Oil Company in west Texas and southeast New Mexico. Amoco has a  64
percent  interest  in  the venture. Amoco  also  formed  a  limited
partnership  with  YPF S.A., called Crescendo  Resources  L.P.,  to
manage about one trillion cubic feet of natural gas reserves in the
Texas Panhandle and western Oklahoma.

      In  petroleum products, a key to Amoco's improved performance
in  its refining operations is a new approach and organization that
is   enhancing   revenues   and  improving   refinery   utilization
simultaneously.  This has led to aggressive changes  in  three  key
work areas: planning and scheduling, control and optimization,  and
asset management. Amoco has already seen benefits during 1997,  and
expects further improvements in the future.

      Amoco's  marketing strategy will continue to emphasize  brand
product  quality  and  growth  in its  position  as  a  convenience
retailer,  with  the  objective of increasing gasoline  volumes  an
average  of  four  percent per year over the  long  term.  The  new
convenience  store  format,  Split Second,  has  the  potential  to
increase  site profits compared with traditional food shops.  Amoco
also has a renewed commitment to the service bay, called Certicare,
which  has  the potential for growth. Strategic marketing alliances
with such companies as McDonald's Corporation and Fomento Economico
Mexicano S.A. de C.V. in Mexico are expected to continue.

      In  chemicals,  Amoco's overall strategy  is  to  manage  its
portfolio   to  maximize  existing  business  value   by   stronger
functional  excellence, increased market focus and  more  efficient
management of opportunities. Amoco is in the process of selectively
increasing capacities within its chemical portfolio. While  current
industry  excess  PTA  capacity  is putting  downside  pressure  on
margins, long-term worldwide annual growth is expected to be  eight
percent.  PX  long-term  annual growth  is  expected  to  be  seven
percent.  In order to meet expected growth in PTA and PX, Amoco  is
expanding its wholly owned and joint-venture operations. A  500,000
ton  PTA  unit  at  the Corporation's plant in  Geel,  Belgium,  is
expected to be completed in 1998, while a new 420,000 ton  PX  unit
at the same location is scheduled for mechanical completion in late
1999.

       In   the  specialty  chemical  area,  Amoco's  dimethyl-2,6-
naphthalene dicarboxylate ("NDC") plant in Decatur, Ala.,  achieved
full-scale production capacity of 27,000 tons per year in the third
quarter  of  1997. Amoco is planning expansion of this facility  to
between 40,000 and 50,000 tons by 2000.

      Amoco is also expanding its polypropylene capacity, adding  a
250,000  ton  unit at its existing plant near Alvin, Texas.  Alpha-
olefins  capacity is being expanded by 100,000 tons at a  plant  in
Belgium.


Liquidity and Capital Resources

      In  1997,  cash flow from operating activities  totaled  $4.6
billion, compared with $4.8 billion in 1996.

      Total  short- and long-term debt was $5.6 billion at year-end
1997,  compared  with  $5.1 billion at year-end  1996.  Debt  as  a
percent of debt-plus-equity was 25.4 percent at December 31,  1997,
up  from  23.6 percent at year-end 1996, reflecting new  borrowings
undertaken during the year.

      Working  capital was $1.0 billion at year-end 1997,  compared
with  $924  million  at  year-end  1996.  At  year-end  1997,   the
Corporation's current ratio was 1.17 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 flexibility since the Corporation
has ready access to both short- and long-term debt markets.

     Cash dividends paid in 1997 totaled $1.4 billion, or $2.80 per
share,  compared to $1.3 billion, or $2.60 per share in  1996.  The
quarterly cash dividend was raised to 75 cents per share, effective
with  the  first-quarter 1998 dividend, an increase of 5 cents  per
share, or seven percent. The cash dividend has been raised 20 cents
per  share  each  year from 1994 through 1998, an  increase  of  36
percent over the period. Amoco also declared a two-for-one split of
each share of common stock outstanding on March 31, 1998.

      As  of December 31, 1997, Amoco completed $1.2 billion of the
previously  announced $2 billion, two-year common stock  repurchase
program,  representing 13.4 million common shares. Amoco  plans  to
complete  the  repurchase  program during 1998.  Stock  repurchased
under  the program was in addition to shares purchased for  benefit
plan purposes.

      The  Corporation believes its strong financial position  will
permit  the  financing of its business needs and  opportunities  as
they  arise.  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, 1997, bank lines  of
credit  available to support commercial paper borrowings were  $500
million, all of which were supported by commitment fees.

     The Corporation also may use its favorable access to long-term
debt  markets  to  finance profitable growth opportunities.  During
1997, Amoco Company issued $300 million of 10-year, 6.5% guaranteed
notes  and  $200 million of seven-year, 6.25% guaranteed  notes.  A
$500 million shelf registration for debt securities is on file with
the  Securities and Exchange Commission to permit ready  access  to
capital markets.

      With  the 21st century approaching, Amoco has been addressing
the  issue  of adapting its computer systems to process information
in  the  year 2000 and beyond. As part of the Corporation's renewal
process, Amoco has been implementing new systems and upgrading  its
computer   technology.  In  addition,  Amoco   has   reviewed   its
information  and  process  control  systems,  as  well   as   other
electronic control systems, to identify all critical equipment  and
software  that will need to be altered or replaced to  be  prepared
for the year 2000. The upgrading of these systems for the year 2000
is  under  way,  and will occur primarily during  the  three  years
ending in December 1999. Incremental costs related to the year 2000
issue, beyond the Corporation's normal level of systems renewal  or
spending  primarily  designed  to provide  increased  functionality
unrelated to the year 2000, are expected to reduce income by  about
$55  million before tax in 1998, and by about $100 million over the
three-year period.


Price risk management

      Amoco  is  routinely exposed to hydrocarbon  commodity  price
risk.  It manages a portion of that risk mainly through the use  of
futures  contracts, swaps and options generally to  achieve  market
prices on specific purchase and sales transactions. See Notes 1 and
4   to  the  Consolidated  Financial  Statements  and  Supplemental
Information, "Market Risks and Derivative Instruments."


Environmental protection and remediation costs

      The  Corporation has provided in its accounts for  reasonably
estimable   future  costs  of  probable  environmental  remediation
obligations. These amounts relate to various refining and marketing
sites,   chemical  locations,  and  crude  oil  and   natural   gas
operations,  including  multi-party  sites  where  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  remediation 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  22 to  the  Consolidated  Financial
Statements.

      The  Corporation  and  its  subsidiaries  maintain  insurance
coverage  for environmental pollution resulting from the sudden  or
accidental release of pollutants. Various deductibles of up to  $50
million  per  occurrence  could apply, depending  on  the  type  of
incident  involved.  Coverage  for  other  types  of  environmental
obligations  is  not generally provided, except  when  required  by
regulation or contract. The financial statements do not reflect any
significant anticipated recovery from claims under prior or current
insurance coverage.

      At  December 31, 1997, the Corporation's reserves for  future
environmental remediation costs totaled $510 million, of which $310
million   was  related  to  refining  and  marketing   sites.   The
Corporation  also maintains reserves associated with dismantlement,
restoration   and  abandonment  of  crude  oil  and   natural   gas
properties, which totaled $666 million at December 31, 1997.

      Capital  expenditures  resulting from existing  environmental
regulations, primarily related to refining, marketing and chemicals
sites  totaled $89 million in 1997. Excluded from that  total  were
$292 million for operating costs and amounts spent on research  and
development, and $59 million of mandated and voluntary  remediation
spending. Amoco's 1998 estimated capital spending for environmental
cleanup and protection projects is expected to be approximately $96
million;   spending  for  remediation  in  1998  is   expected   to
approximate the 1997 level.


Capital and exploration expenditures

      Spending  in  1997 totaled $3.9 billion,  a  decrease  of  15
percent  from  the  $4.6 billion spent in 1996. The  1997  spending
excludes  Amoco's investments in affiliates, including Pan American
and  Chaco.  Expenditures in 1997 included E&P spending  associated
with  construction  of facilities in Trinidad, Venezuela,  Colombia
and  the  Gulf of Mexico and continuation of programs in Egypt  and
the  North Sea. Chemical spending in 1997 related to expansions and
construction  of  new  facilities. The  1996  capital  expenditures
excluded   $535   million   for  the   acquisition   of   Albemarle
Corporation's alpha-olefins and related businesses.

     Capital and exploration expenditures of $4.2 billion have been
approved  for 1998. Approximately 60 percent of total E&P  spending
of $2.7 billion is planned for locations outside the United States.
Targeted growth areas include the Caspian Basin, Trinidad,  Egypt's
Nile  Delta,  Venezuela, Argentina, Bolivia, West  Africa  and  the
deepwater  Gulf  of  Mexico. Chemicals  expenditures  in  1998  are
expected  to  be approximately $750 million for the  completion  of
expansions  currently under way and new facilities in  Belgium  and
the  United States. The capital and exploration expenditures budget
for  1998  excludes  any  new investments in  affiliates,  and  the
Corporation's share of affiliate spending.

      It  is  anticipated  that  the 1998 capital  and  exploration
expenditures  budget will be financed primarily by funds  generated
internally. The planned expenditure level is subject to  adjustment
as dictated by changing economic and political conditions.


                             Capital and Exploration Expenditures
                          1997    1996     1995     1994     1993
                                   (millions of dollars)
Exploration and                                             
  production                                                
    United States .....  $  876  $1,196   $1,146   $  829   $  672
    Canada ............     393     408      384      408      314
    Europe ............     503     558      491      279      493
    Other .............     942     858      654      687      682
      Subtotal ........   2,714   3,020    2,675    2,203    2,161
                                                            
Petroleum products ....     455     500      500      465      730
Chemicals .............     652     985      850      467      369
Corporate and other                                         
  operations ..........     122     116      111       70       86
      Total ...........  $3,943  $4,621   $4,136   $3,205   $3,346
Petroleum exploration                                       
expenditures charged to                                     
income (included above)                                     
    United States .....  $  101  $  142   $  152   $  113   $   90
    Canada ............      69      68      112      117       47
    Europe ............     159     141      123      178      151
    Other .............     270     265      223      225      241
      Total ...........  $  599  $  616   $  610   $  633   $  529
                                                            
1997  excludes  about $200 million of Amoco's share of  affiliates'
spending.
1993 through 1996 restated; see "Industry Segments."

"Safe Harbor" Statement under the Private Securities Litigation Reform
Act of 1995.

      Statements  in  this  report that are not  historical  facts,
including statements in Management's Discussion and Analysis  under
the  heading  "Outlook"  and other statements  about  industry  and
company  growth, estimates of expenditures and savings,  and  other
trend  projections are forward looking statements. These statements
are   based   on   current  expectations  and  involve   risk   and
uncertainties.   Actual  future  results  or  trends   may   differ
materially  depending  on  a  variety  of  factors.  These  include
specific  factors  identified in the discussion  accompanying  such
forward  looking  statements, industry product supply,  demand  and
pricing, political stability and economic growth in relevant  areas
of  the  world,  the  Corporation's  successful  execution  of  its
internal  performance plans, development and use of new technology,
successful  partnering, actions of competitors, natural  disasters,
and other changes to business conditions.


Item 8.  Financial Statements and Supplemental Information

Index to Financial Statements and Supplemental Information Page

Report of Independent Accountants .......................   41
Consolidated Financial Statements:                         
  Consolidated Statement of Income ......................   42
  Consolidated Statement of Financial Position ..........   43
  Consolidated Statement of Shareholders' Equity.........   44
  Consolidated Statement of Cash Flows ..................   45
  Notes to Consolidated Financial Statements ............   46
Financial Statement Schedule:                              
    Valuation and Qualifying Accounts (Schedule II) .....   99
Supplemental Information:                                  
  Oil and Gas Exploration and Production Activities .....   77
  Quarterly Results and Stock Market Data ...............   88
  Market Risks and Derivative Instruments ...............   89


      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.


                 REPORT OF INDEPENDENT ACCOUNTANTS
                       PRICE WATERHOUSE LLP

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, 1997 and 1996, and the results of their operations and
their  cash  flows for each of the three years in the period  ended
December 31, 1997, in conformity with generally accepted accounting
principles.  These  financial statements are the responsibility  of
Amoco Corporation's management; our responsibility is to express an
opinion  on  these  financial statements based on  our  audits.  We
conducted  our  audits  of  these  statements  in  accordance  with
generally  accepted auditing standards which require that  we  plan
and  perform the 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.

      As  discussed  in  Note 2 to the financial statements,  Amoco
Corporation changed its method of accounting for the impairment  of
long-lived  assets  in  1995  to  comply  with  the  provisions  of
Statement of Financial Accounting Standards No. 121.




PRICE WATERHOUSE LLP

Chicago, Illinois
February 24, 1998

                                 
                AMOCO CORPORATION AND SUBSIDIARIES
                    ___________________________
                                 
                 CONSOLIDATED STATEMENT OF INCOME
                                 
                                               Year Ended December 31
                                             1997       1996      1995
                                                (millions of dollars,
                                                   except as noted)
Revenues:                                                      
  Sales and other operating revenues .... $31,910    $32,150   $27,066
  Consumer excise taxes .................   3,451      3,386     3,339
  Equity income in affiliates and                              
    other income ........................     926        576       599
    Total revenues ......................  36,287     36,112    31,004
Costs and expenses:                                            
  Purchased crude oil, natural gas,                            
    petroleum products and merchandise ..  17,735     17,942    14,140
  Operating expenses ....................   5,009      4,642     4,555
  Petroleum exploration expenses,                              
    including exploratory dry holes .....     599        616       610
  Selling and administrative expenses ...   2,172      2,246     2,124
  Taxes other than income taxes .........   4,222      4,215     4,042
  Depreciation, depletion, amortization,                       
    and retirements and abandonments ....   2,373      2,294     2,794
  Interest expense ......................     401        192       335
    Total costs and expenses ............  32,511     32,147    28,600
  Income before income taxes ............   3,776      3,965     2,404
  Income taxes ..........................   1,056      1,131       542
  Net income ............................ $ 2,720    $ 2,834   $ 1,862
  Net income per share                                         
    Basic ............................... $  5.55    $  5.69   $  3.76
    Assuming dilution ................... $  5.52    $  5.67   $  3.75
  Average common shares outstanding                            
    (millions)                                                 
    Basic ...............................     490        497       495
    Assuming dilution ...................     493        499       497
  After stock split (Unaudited)                                
  Net income per share                                         
    Basic ............................... $  2.77    $  2.84   $  1.88
    Assuming dilution ................... $  2.76    $  2.83   $  1.87
  Average common shares outstanding                            
    (millions)                                                 
    Basic ...............................     980        994   $   991
    Assuming dilution ...................     986        998       994
                                                               
(The accompanying notes are an integral part of these statements.)


                AMOCO CORPORATION AND SUBSIDIARIES
                    ___________________________
                                 
           CONSOLIDATED STATEMENT OF FINANCIAL POSITION
                                                         December 31
                                                        1997       1996
                      ASSETS                        (millions of dollars)
Current Assets:                                                 
  Cash ............................................  $   166    $   186
  Marketable securities--at cost (all corporate,                
    except $104 on December 31, 1997, and $141 on               
    December 31, 1996, which represent state and                
    municipal securities) .........................      979      1,135
  Accounts and notes receivable (less allowances                
    of $10 on December 31, 1997, and $17 on                     
    December 31, 1996) ............................    3,585      3,942
  Inventories .....................................    1,174      1,069
  Prepaid expenses, and income taxes and other ....    1,140        731
                                                       7,044      7,063
  Investments and other assets:                                 
    Investments and related advances ..............    2,099        796
    Long-term receivables and other assets ........      803        841
                                                       2,902      1,637
  Properties--at cost, less accumulated                         
    depreciation, depletion and amortization of                 
    $26,814 on December 31, 1997, and $27,111 on                
    December 31, 1996 .............................   22,543     23,400
                                                     $32,489    $32,100
       LIABILITIES AND SHAREHOLDERS' EQUITY                     
Current liabilities:                                            
  Current portion of long-term obligations.........  $   218    $   151
  Short-term obligations ..........................      751        821
  Accounts payable ................................    3,026      3,196
  Accrued liabilities .............................      785        908
  Taxes payable (including income taxes) ..........    1,264      1,063
                                                       6,044      6,139
Long-term obligations:                                          
  Debt ............................................    4,639      4,153
  Capitalized leases ..............................       80         76
                                                       4,719      4,229
Deferred credits and other non-current liabilities:             
  Income taxes ....................................    2,868      2,850
  Other ...........................................    2,408      2,345
                                                       5,276      5,195
Minority interest .................................      131        129
Shareholders' equity:                                           
  Common stock (authorized 800,000,000 shares;                  
    issued and outstanding as of December 31, 1997-             
    483,023,808 shares; December 31, 1996--                     
    497,275,364 shares) ...........................    2,568      2,646
  Earnings retained and invested in the business ..   13,900     13,806
  Pension liability adjustment ....................      (31)       (25)
  Foreign currency translation adjustment .........     (118)       (19)
    Total shareholders' equity ....................   16,319     16,408
                                                     $32,489    $32,100
                                                                
(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.)

                                 
                AMOCO CORPORATION AND SUBSIDIARIES
                    ___________________________
                                 
          CONSOLIDATED STATEMENT OF SHAREHOLDERS' EQUITY

                                       Earnings                
                                       Retained                
                                         and                   
                                       Invested      Other     
                              Common    in the      Equity     
                              Stock    Business   Adjustments   Total
                                 (millions of dollars, except as noted)
                                                               
Balance on December 31, 1994  $2,166    $12,223       $  (7)   $14,382
  Net income ...............              1,862                  1,862
  Cash dividends of $2.40                                      
    per share ..............             (1,197)                (1,197)
  Foreign currency                                             
    translation adjustment .                             19         19
  Pension liability                                            
    adjustment..............                            (49)       (49)
  Issuances of common stock                                    
    (net) ..................     424       (593)                  (169)
Balance on December 31, 1995   2,590     12,295         (37)    14,848
  Net income ...............              2,834                  2,834
  Cash dividends of $2.60                                      
    per share ..............             (1,287)                (1,287)
  Foreign currency                                             
    translation adjustment .                            (31)       (31)
  Pension liability                                            
    adjustment .............                             24         24
  Issuances of common stock                                    
    (net) ..................      56        (36)                    20
Balance on December 31, 1996   2,646     13,806         (44)    16,408
  Net income ...............              2,720                  2,720
  Cash dividends of $2.80                                      
    per share ..............             (1,382)                (1,382)
  Foreign currency                                             
    translation adjustment .                            (99)       (99)
  Pension liability                                            
    adjustment .............                             (6)        (6)
  Acquisitions of common                                       
    stock(net) .............     (78)    (1,244)                (1,322)
Balance on December 31, 1997  $2,568    $13,900       $(149)   $16,319
                                                               
(The accompanying notes are an integral part of these statements.)


                AMOCO CORPORATION AND SUBSIDIARIES
                    __________________________
                                 
               CONSOLIDATED STATEMENT OF CASH FLOWS
                                 
                                           Year Ended December 31
                                          1997       1996       1995
                                            (millions of dollars)
Cash flows from operating activities:                        
  Net income ......................... $ 2,720    $ 2,834    $ 1,862
  Adjustments to reconcile net                               
    income to net cash provided                              
    by operating activities:                                 
    Depreciation, depletion,                                 
      amortization, and retirements                          
      and abandonments ...............   2,373      2,294      2,794
    Decrease (increase)in receivables      269       (661)       (33)
    (Increase)decrease in inventories     (117)         4          1
    (Decrease)increase in payables and                       
      accrued liabilities ............     (63)       608         31
    Gain on sale of assets ...........    (645)      (220)      (221)
    Deferred taxes and other items ...     108        (71)      (625)
    Net cash provided by operating                           
      activities .....................   4,645      4,788      3,809
                                                             
Cash flows from investing activities:                        
    Capital expenditures .............  (3,344)    (3,910)    (3,526)
    Proceeds from dispositions of                            
      property and other assets ......   1,617        475        290
    New investments, advances and                            
      business acquisitions ..........  (1,154)      (721)      (173)
    Proceeds from sales of investments      21        521         20
    Other ............................      59         20         81
    Net cash used in investing                               
      activities .....................  (2,801)    (3,615)    (3,308)
                                                             
Cash flows from financing activities:                        
    New long-term obligations ........   1,028        362        661
    Repayment of long-term obligations    (274)      (427)      (309)
    Cash dividends paid ..............  (1,382)    (1,287)    (1,197)
    Issuances of common stock ........     100         59         42
    Acquisitions of common stock .....  (1,422)       (39)      (704)
    Issuance of minority interest                            
      preferred stock ................      --         --        100
    (Decrease) increase in short-term                        
      obligations ....................     (70)        86        511
    Net cash used in financing                               
      activities .....................  (2,020)    (1,246)      (896)
Decrease in cash and marketable                              
    securities .......................    (176)       (73)      (395)
Cash and marketable securities-                              
  beginning of year ..................   1,321      1,394      1,789
Cash and marketable securities-                              
  end of year ........................ $ 1,145    $ 1,321    $ 1,394
                                                             
(The accompanying notes are an integral part of these statements.)


                AMOCO CORPORATION AND SUBSIDIARIES
                    __________________________
                                 
            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Note 1.  Accounting Policies

      Principles  of  consolidation. The  assets,  liabilities  and
results of operations of subsidiaries in which the Corporation  has
a  controlling interest are included in the Consolidated  Financial
Statements.  The  Corporation also consolidates  its  proportionate
share  of the accounts of undivided interest pipelines and  certain
oil  and gas joint ventures. Investments in companies in which less
than a controlling interest is held are generally accounted for  by
the equity method.

       Estimates  in  financial  statements.  The  preparation   of
financial   statements  in  conformity  with   generally   accepted
accounting  principles  requires  estimates  and  assumptions  that
affect certain reported amounts. Actual results may differ in  some
cases from the estimates.

      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  that benefit production over multiple years 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, which for refining and  chemical
facilities  average 20 years, for administrative buildings  average
45  years  and for service stations average 16 years. 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.


                AMOCO CORPORATION AND SUBSIDIARIES
                    ___________________________
                                 
      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

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

      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.

      Long-lived assets with recorded values that are not  expected
to  be  recovered  through future cash flows are  written  down  to
current  fair  value.  Fair  value  is  generally  determined  from
estimated discounted future net cash flows.

     Significant gains or losses from retirements or disposition of
facilities 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 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 and commitments denominated
in  foreign  currencies. Hedge accounting is applied to  derivative
contracts   that  reduce  the  Corporation's  exposure   to   price
fluctuations or that are entered into in conjunction with  specific
fixed  price  natural gas sales contracts. Gains, losses  and  cash
flows  from  hedges  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  certain  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. Probable recoveries from third parties  are
recorded as receivables.


                AMOCO CORPORATION AND SUBSIDIARIES
                    ___________________________
                                 
      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

      Net  income per share. Basic net income per share  of  common
stock  is  based on the monthly weighted average number  of  shares
outstanding during the year. Diluted net income per share  reflects
the   potential  dilution  from  the  exercise  of  stock  options.
Securities that could potentially dilute basic net income per share
in the future are immaterial.


Note 2.  Acquisitions, Dispositions and Special Items

      In  1997,  proceeds from dispositions included  approximately
$1.2  billion from the sale of U.S. non-core oil and gas properties
and  an intrastate natural gas pipeline unit in Texas. These  sales
were part of the Corporation's strategy to upgrade and refocus  the
U.S.  portfolio of E&P assets. Other income included related  gains
on  property  dispositions, which increased after-tax  earnings  by
$377 million. Other current assets include properties held for sale
with a net book value of $312 million.

      In  1997, new investments included approximately $865 million
in  cash for interests in Pan American Energy LLC in Argentina  and
Empresa Petrolera Chaco in Bolivia.

      Depreciation,  depletion, amortization, and  retirements  and
abandonments  for  1997  included charges  of  $133  million  ($106
million  after tax), primarily related to the anticipated  sale  or
other  disposition of certain non-core chemical operations.  During
1997  these assets generated net income of $9 million on a carrying
value of $339 million, before the impairment charge.

      In  1996,  the  Corporation acquired  the  alpha-olefins  and
related businesses of Albemarle Corporation for $535 million. Other
income  in  1996 included gains on the sale of Amoco's  polystyrene
foam  products  business ($97 million after  tax)  and  on  certain
Canadian asset dispositions ($56 million after tax).

     In 1995, the Corporation adopted SFAS No. 121, "Accounting for
the Impairment of Long-Lived Assets and for Long-Lived Assets to Be
Disposed   Of."   Depreciation,   depletion,   amortization,    and
retirements  and abandonments for 1995 included $602 million  ($380
million  after  tax) for the impairment of long-lived  assets.  The
charge was primarily related to oil and gas producing properties in
North  America (about $300 million after tax), which were  acquired
or developed during periods of higher prices, and


                AMOCO CORPORATION AND SUBSIDIARIES
                    ___________________________
                                 
      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
                                 
certain  unprofitable specialty polymer production facilities  ($42
million  after tax). Other income in 1995 included a gain  of  $132
million ($83 million after tax) related to the sale of Amoco  Motor
Club.


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:

                         1997         1996        1995
                              (millions of dollars)
Interest paid .........  $362         $343        $327
Income taxes paid .....  $913         $951        $706

      Excluded  from the Consolidated Statement of Cash  Flows  for
1997 were the following effects of non-cash investing and financing
activities related to investments in Argentina and Bolivia:

                                      (millions of dollars)
Non-cash assets and liabilities contributed:    
  -- Properties ..............................  $  400
  -- Working capital and other assets ........      42
                                                   442
  -- Long-term debt and liabilities ..........     208
Net assets contributed .......................     234
Cash portion of new investments ..............     865
New investments ..............................  $1,099

                                                

                AMOCO CORPORATION AND SUBSIDIARIES
                    ___________________________
                                 
      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

Note 4.  Financial Instruments and Hedging Activities

      In  the  normal  course of business, Amoco  holds  or  issues
various  financial  instruments which  expose  the  Corporation  to
financial  risk  associated with market  interest  rates,  currency
exchange  rates and credit worthiness. Also, Amoco's petroleum  and
chemical  businesses are affected by commodity price movements.  To
manage a portion of these inherent risks, Amoco purchases and sells
various  derivative  financial instruments  and  commodity  futures
contracts.  Substantially all financial  instruments  held  by  the
Corporation are for purposes other than trading.

     Fair values. The carrying values of most financial instruments
are  based on historical costs. The carrying values of receivables,
payables,   marketable   securities  and   short-term   obligations
approximate their fair value. The estimated fair value of long-term
debt  outstanding  as  of December 31, 1997  and  1996  was  $4,909
million and $4,301 million, respectively. The estimated fair values
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.

      Credit risks. A significant portion of Amoco's receivables is
from  other oil and gas and chemical companies. Although collection
of  these  receivables  could  be influenced  by  economic  factors
affecting these industries and the countries in which Amoco and its
customers  operate,  the  risk of significant  loss  is  considered
remote. Substantially all derivatives are either exchange traded or
with  major financial institutions, and the risk of credit loss  is
considered remote.

       Currency  risks.  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
and  contractual commitments. The following table shows the  amount
of   debt,  including  current  portions,  denominated  in  foreign
currencies  as of December 31, 1997 and 1996, and the face  amounts
of  foreign currency forward contracts that have been designated as
hedges:


                AMOCO CORPORATION AND SUBSIDIARIES
                    ___________________________
                                 
      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

                              1997                1996
                          Debt     Hedge*     Debt     Hedge*
                             (millions of U.S. dollars)
British pound sterling  $ 624      $ 935     $ 652     $ 954
Canadian dollar ......  $ 216      $ 224     $ 276     $ 281
                                                             
* Includes tax effects.
                                 
      The hedge contracts generally have maturities that match  the
risks  being  hedged.  The carrying value and  fair  value  of  the
forward contracts were not material at December 31, 1997 and 1996.

      Commodity  price risks. The Corporation enters into  futures,
swaps  and option contracts to manage a portion of its exposure  to
price   fluctuations  on  hydrocarbon  transactions.  Natural   gas
futures,  swaps and options are used to convert specific sales  and
purchase  contracts from fixed prices to market prices. Swaps  also
are used to hedge exposure for price differences between locations.
Futures  contracts  are  used  to  convert  specific  gasoline  and
distillate contracts from fixed to market prices.

     Natural gas swap contracts outstanding under these programs at
December  31,  1997 and 1996 totaled 368 trillion  British  thermal
units  ("Btus") and 334 trillion Btus, respectively. Most contracts
are  for  a  remaining term of less than one year, while  contracts
representing 29 trillion Btus of natural gas have terms that extend
from  one  to  three 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  1997,
was  $20  million for contracts with favorable positions,  and  $20
million  for  contracts with unfavorable positions. The  comparable
amounts  for  1996  were $28 million for contracts  with  favorable
positions and $19 million for contracts with unfavorable positions.

     At December 31, 1997, the Corporation also had fixed the sales
price or a range of prices of 4 million barrels of crude oil and  6
trillion  Btus of natural gas production for periods of  less  than
one  year using forward swaps. There were no significant unrealized
gains or losses on these contracts at December 31, 1997.


                AMOCO CORPORATION AND SUBSIDIARIES
                    ___________________________
                                 
      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

       Commitments  and  guarantees.  At  December  31,  1997,  the
remaining minimum payments required under certain contracts for the
purchase  of  transportation capacity, materials and services  over
terms   of   up  to  20  years  totaled  $328  million.  Contingent
liabilities of the Corporation included guarantees of $312  million
of  outstanding loans of equity affiliates as described in Note  6,
and guarantees of $37 million on outstanding loans of others.

Note 5.  Inventories

      Inventories at December 31, 1997 and 1996, are shown  in  the
following table:

                                              December 31
                                             1997        1996
                                         (millions of dollars)
Crude oil and petroleum products .......  $   407     $   315
Chemical products ......................      485         465
Other products and merchandise .........       22          15
Materials and supplies .................      260         274
     Total .............................  $ 1,174     $ 1,069
                                                      

      During  the  year  ended December 31, 1996,  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 $90 million.

       Inventories  carried  under  the  LIFO  method   represented
approximately  55  percent  of  total year-end  inventory  carrying
values  in  1997  and  48 percent in 1996.  It  is  estimated  that
inventories would have been approximately $800 million  and  $1,400
million  higher  than  reported on  December  31,  1997  and  1996,
respectively,  if  the quantities valued on  the  LIFO  basis  were
instead valued at current prices.


                AMOCO CORPORATION AND SUBSIDIARIES
                    ___________________________
                                 
      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
                                 
Note 6.  Equity Investments

     Amoco conducts portions of its business through investments in
companies  accounted  for  using  the  equity  method.  The  equity
affiliates  are primarily engaged in exploration and production  in
the   recently  established  ventures  in  Argentina  and  Bolivia,
transportation of crude oil and petroleum products  in  the  United
States  and  chemical operations in Asia. Following  is  summarized
financial  information for Amoco's equity affiliates  combined,  as
well as Amoco's proportionate interest in the affiliates:

                         1997            1996             1995
                            Amoco            Amoco           Amoco
                    Total   Share   Total    Share   Total   Share
                                 (millions of dollars)
Current assets .... $1,319  $  536  $  856   $  310  $1,002  $  380
Other assets ......  8,348   3,455   4,032    1,363   3,905   1,080
Current liabilities  1,154     454     783      246     940     311
Other liabilities .  3,725   1,518   2,291      685   2,275     545
Net assets ........ $4,788  $2,019  $1,814   $  742  $1,692  $  604
Total revenues .... $2,754  $  989  $2,658   $  950  $2,973  $1,110
Income before                                                
 income taxes ..... $  378  $   79  $  512   $  130  $  712  $  232
Net income ........ $  152  $   24  $  463   $  144  $  491  $  170

      Dividends  received from these investments  amounted  to  $70
million  in  1997, $136 million in 1996 and $101 million  in  1995.
Amoco's  share  of undistributed earnings of the equity  affiliates
totaled $208 million at December 31, 1997.

     Accounts and notes receivable in the Consolidated Statement of
Financial Position included $44 million and $26 million at December
31,  1997  and  1996, respectively, of amounts due from  affiliated
companies.  Accounts payable included $6 million and $4 million  at
December  31,  1997  and  1996, respectively,  of  amounts  due  to
affiliated companies.


                AMOCO CORPORATION AND SUBSIDIARIES
                    ___________________________
                                 
      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

Note 7.  Property, Plant and Equipment

      Investment  in  properties at December  31,  1997  and  1996,
detailed by industry segment, was as follows:

                                     1997          1996
                              Gross      Net       Net
                                (millions of dollars)
Exploration and production:                      
  United States ...........  $14,872   $ 6,328   $ 7,032
  Non-U.S. ................   14,487     5,426     5,464
Petroleum products ........   10,656     5,418     5,564
Chemicals .................    7,801     4,554     4,477
Corporate and other                              
  operations ..............    1,541       817       863
                             $49,357   $22,543   $23,400
                                                 

Note 8.  Short-Term Obligations

      Amoco's  short-term obligations consist of notes payable  and
commercial  paper. Notes payable as of December 31,  1997,  totaled
$53  million  at  an average annual interest rate of  5.7  percent,
compared with $80 million at an average annual interest rate of 6.2
percent   at   year-end  1996.  Commercial  paper   borrowings   at
December  31, 1997, were $698 million at an average annual interest
rate of 5.6 percent compared with $741 million at an average annual
interest rate of 5.4 percent as of December 31, 1996. Bank lines of
credit  available  to support commercial paper  borrowings  of  the
Corporation  amounted  to $500 million at December  31,  1997,  and
December 31, 1996. All of these were supported by commitment fees.


Note 9.  Accounts Payable

      Accounts  payable  at December 31, 1997  and  1996,  included
liabilities  in  the  amount  of $418  million  and  $390  million,
respectively, for checks issued in excess of related bank  balances
but not yet presented for collection.


                AMOCO CORPORATION AND SUBSIDIARIES
                    ___________________________
                                 
      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

Note 10.  Long-Term Debt

      Amoco's  long-term debt resides principally  with  two  Amoco
subsidiaries--Amoco Company and Amoco Canada Petroleum Company Ltd.
("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.

      The  components of long-term debt and year-end interest rates
are summarized as follows:

                                         1997     1996
                                         (millions of
                                           dollars)
Amoco Company and subsidiaries                         
  6.25% Notes due 2004 ..............  $  200   $   --
  6.5% Notes due 2007 ...............     300       --
  Environmental and other industrial            
    development obligations .........     916      880
  6.4% Pound Sterling loans* ........     624      652
  6.1% Bank loan due 2002* ..........     300      170
  6.2% Bank loan due 2005* ..........     198      177
  Other indebtedness ................     388      366
    Subtotal ........................   2,926    2,245
  Less current maturities ...........     135       55
    Total Amoco Company .............   2,791    2,190
Amoco Canada                                    
  6 3/4% Debentures due 2005 ........     299      299
  7 1/4% Notes due 2002 .............     299      299
  6 3/4% Debentures due 2023 ........     297      297
  7.95% Debentures due 2022 .........     297      296
  7 1/4% Notes due 2002 .............     252      253
  8.98% Bonds due 2005 ..............     219      222
  Other .............................      41       40
    Total Amoco Canada ..............   1,704    1,706
Other subsidiaries (less current                
  maturities) .......................     144      257
    Total long-term debt ............  $4,639   $4,153
                                                       
*Weighted average interest rate at December 31, 1997.


                AMOCO CORPORATION AND SUBSIDIARIES
                    ___________________________
                                 
      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

      Amoco  Corporation guarantees the outstanding public debt  of
Amoco  Company. Amoco Corporation and Amoco Company  guarantee  the
notes, bonds and debentures of Amoco Canada.

     Annual maturities of total long-term debt during the next five
years,  including  the  portion classified  as  current,  are  $207
million  in 1998, $220 million in 1999, $274 million in 2000,  $344
million in 2001 and $874 million in 2002.


Note 11.  Capital Stock

      There  were  800,000,000 shares of common stock  without  par
value  authorized  at December 31, 1997. Details  concerning  share
transactions are shown below:

                                     1997                  1996
                               Shares   Amount       Shares   Amount
                              (thous)    (mil)      (thous)    (mil)
 Outstanding on Jan. 1 .....  497,275   $2,646      496,403   $2,590
 Stock repurchases .........  (16,167)    (178)        (457)      (2)
 Sales and distributions                                      
   under employee benefit                                     
   plans, etc. .............    1,916      100        1,329       58
 Canadian SEDs conversion ..       --       --           --       --
 Shares outstanding on                                        
   Dec. 31 .................  483,024   $2,568      497,275   $2,646

                                     1995
                               Shares   Amount
                              (thous)    (mil)
 Outstanding on Jan. 1 .....  496,393   $2,166
 Stock repurchases .........  (10,604)    (110)
 Sales and distributions                
   under employee benefit               
   plans, etc. .............    1,971       92
 Canadian SEDs conversion ..    8,643      442
 Shares outstanding on                  
   Dec. 31 .................  496,403   $2,590
                                        
      On  January  27,  1998,  the Board of Directors  approved  an
irrevocable  two-for-one common stock split. Each share outstanding
on March 31, 1998, will be split into two shares.


                AMOCO CORPORATION AND SUBSIDIARIES
                    ___________________________
                                 
      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

      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, 1997, none of the preferred  stock
had been issued.

Note 12.  Leases

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

      Summarized below as of December 31, 1997, are future  minimum
rentals  payable  and  related  sublease  rental  income  for  non-
cancelable capital and operating leases:

                               Capital Leases    Operating Leases
                                  Rentals        Rentals   Rental
                                  Payable        Payable   Income
                                       (millions of dollars)
1998 ...........................  $    16        $   207   $   42
1999 ...........................       14            180        5
2000 ...........................       12            148        2
2001 ...........................       10            112        1
2002 ...........................       10            108        1
After 2003 .....................       82            444        9
  Total minimum rentals ........      144        $ 1,199   $   60
  Less--Amounts                                            
    representing interest ......       53                  
Capitalized lease obligations                              
  (including $11 million                                   
   payable within one year) ....  $    91                  
                                                           
      Rental  expense  and  related  rental  income  applicable  to
operating  leases for the three years ended December 31, 1997,  are
summarized below:

                                 1997    1996     1995
                                  (millions of dollars)
Minimum rental expense .......  $ 297   $ 295    $ 269
Contingent rental expense ....      8      42       25
    Total ....................    305     337      294
Less--Related rental income ..     47      55       63
    Net rental expense .......  $ 258   $ 282    $ 231

                                 
                AMOCO CORPORATION AND SUBSIDIARIES
                    ___________________________
                                 
      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

Note 13.  Foreign Currency

     A foreign currency loss of $36 million was reflected in income
in  1997, compared with a loss of $17 million in 1996 and a gain of
$1  million  in  1995. In addition, net translation losses  of  $99
million and $31 million for 1997 and 1996, respectively, and a  net
translation  gain  of $19 million for 1995 were  reflected  in  the
foreign  currency  translation adjustment account in  shareholders'
equity.

Note 14.  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:

                               1997    1996    1995
                               (millions of dollars)
Short-term obligations ...... $  56   $  47   $  16
Long-term obligations .......   307     270     301
  Total external financing ..   363     317     317
Other interest expense ......    62    (103)     30
                                425     214     347
Less--Capitalized interest ..    24      22      12
  Net interest expense ...... $ 401   $ 192   $ 335

Note 15.  Research and Development Expenses

      Research  and development costs are expensed as incurred  and
amounted  to  $151 million in 1997, $171 million in 1996  and  $175
million in 1995.


                AMOCO CORPORATION AND SUBSIDIARIES
                    ___________________________
                                 
      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

Note 16.  Taxes

     The provision for income taxes is composed of:

                             1997      1996     1995
                              (millions of dollars)
                                              
Federal--current ........  $  546    $  513   $  283
       --deferred .......     (50)       57      (63)
Foreign--current ........     518       561      520
       --deferred .......       2       (35)    (232)
State and local .........      40        35       34
                           $1,056    $1,131   $  542

      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:

                              1997                  1996
                                   Percent               Percent
                                     of                    of
                        Amount     Pre-Tax     Amount    Pre-Tax
                      (millions)   Income    (millions)  Income
Pre-tax income:                                          
  U.S. source ......  $ 2,504                $ 2,453     
  Foreign source ...    1,272                  1,512     
                      $ 3,776                $ 3,965     
                                                         
Theoretical U.S.                                         
  income tax .......  $ 1,321        35.0    $ 1,388       35.0
Increase (reduction)                                     
  due to:                                                
Foreign taxes at                                         
  rates different                                        
  than the U.S. rate      145         3.8          3         .1
Tax credits ........     (166)       (4.4)      (176)      (4.4)
Tax-rate changes ...       15          .4         --         --
Carryforward                                             
  utilization and                                        
  prior-year adj. ..     (206)       (5.4)       (46)      (1.2)
All other (net) ....      (53)       (1.4)       (38)      (1.0)
                      $ 1,056        28.0    $ 1,131       28.5

                                 
                AMOCO CORPORATION AND SUBSIDIARIES
                    ___________________________
                                 
      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

                                                       1995
                                              
                                                          Percent
                                                          of
                                                Amount    Pre-Tax
                                              (millions)  Income
Pre-tax income:                                           
  U.S. source ..............................  $  1,556    
  Foreign source ...........................       848    
                                              $  2,404    
Theoretical U.S. income tax ................  $    842       35.0
Increase (reduction) due to:                              
Foreign taxes at rates different                          
  than the U.S. rate........................        39        1.6
Tax credits ................................      (173)      (7.2)
Tax-rate changes ...........................       (16)       (.7)
Carryforward utilization and prior-year adj.       (63)      (2.6)
All other (net) ............................       (87)      (3.6)
                                              $    542       22.5
                                                          
      The aggregate federal and foreign deferred income tax balance
represents the tax effect of the following items at December 31:

                                            1997      1996
                                        (millions of dollars)
Tax credit and loss carryforwards .....  $1,808     $1,450
Exploration costs .....................     306        339
Postretirement benefits ...............     541        537
Environmental costs ...................     229        273
Other .................................     323        394
Gross deferred tax assets .............   3,207      2,993
Deferred tax asset valuation allowance     (886)      (569)
  Net deferred tax assets .............  $2,321     $2,424
                                                    
Accelerated depreciation ..............  $3,307     $3,625
Intangible drilling costs .............     754        736
Other .................................     345        249
  Deferred tax liabilities ............  $4,406     $4,610


                AMOCO CORPORATION AND SUBSIDIARIES
                    ___________________________
                                 
      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

     Taxes other than income taxes include:

                                     1997    1996     1995
                                    (millions of dollars)
Consumer excise taxes ...........  $3,451  $3,386   $3,339
Production and severance taxes                      
  United States .................     127     140      100
  Foreign .......................     159     187      113
Property taxes ..................     281     290      254
Social Security, corporation and                    
  other taxes ...................     204     212      236
                                   $4,222  $4,215   $4,042
                                                    

      Undistributed  earnings of certain foreign  subsidiaries  and
joint-venture  companies aggregated $549 million  on  December  31,
1997,  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 17.  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 for up to 31 million shares of common stock. Such options
may  be  incentive  stock  options to the extent  provided  in  the
Internal Revenue Code. No options may be granted under the  current
plan after December 31, 2001. The grant price of each option equals
the  fair  market value of the Corporation's stock on the  date  of
grant. Options granted under the plans normally extend for 10 years
and generally become exercisable one or two years after the date of
the  grant.  Options  with  SARs permit  the  holder  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. Such payments can  be
made  in  shares,  cash or a combination at the discretion  of  the
administering committee. No options were granted with SARs in 1997.


                AMOCO CORPORATION AND SUBSIDIARIES
                    ___________________________
                                 
      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

      Amoco applies APB Option 25 to account for its stock options.
Accordingly,  no  compensation costs have been recognized  for  its
plans.  Had  compensation costs been determined based on  the  fair
value at the grant dates for awards under the plans consistent with
the  method  recommended  by SFAS 123 "Accounting  for  Stock-Based
Compensation," the Corporation's pro forma net income and basic net
income per share would have been $2,690 million or $5.49 per  share
for  1997,  $2,813 million or $5.66 per share for 1996  and  $1,853
million or $3.74 per share for 1995.

      The  grant-date fair values of options granted  during  1997,
1996  and  1995  were $16.82, $13.55 and $13.06, respectively.  The
fair  value of each option was estimated on the date of grant using
the   Black-Scholes   option-pricing  model  with   the   following
assumptions: risk-free interest rates of 6.7 percent for 1997,  6.1
percent  for 1996 and 7.0 percent for 1995; expected volatility  of
17.2  percent for 1997, 18.9 percent for 1996 and 19.8 percent  for
1995;  expected life of six years and dividend yield of  4  percent
for all years.

     Option plan transactions in 1997, 1996 and 1995 are summarized
in the following table:

                       1997             1996             1995
                                                    
                           Aver-            Aver-            Aver-
                           age              age              age
                           Exer-            Exer-            Exer-
                  Shares   cise    Shares   cise    Shares   cise
                   (000)   Price    (000)   Price    (000)   Price
Outstanding at                                               
  Jan. 1 .......  13,933   $57.06  12,666   $52.50  11,595   $49.91
    Granted ....   3,399   $89.79   2,792   $73.21   2,282   $62.69
    Exercised ..  (1,788)  $50.41  (1,218)  $47.69    (921)  $45.70
    Surrendered                                              
    or                                                       
    terminated .    (185)  $77.46    (186)  $64.75    (214)  $56.80
  Canceled upon                                              
    exercise of                                              
    SARs .......     (40)  $39.09    (121)  $35.58     (76)  $33.88
Outstanding at                                               
  Dec. 31 ......  15,319   $65.00  13,933   $57.06  12,666   $52.50

                                                             
                AMOCO CORPORATION AND SUBSIDIARIES
                    ___________________________
                                 
      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

      Options exercisable at December 31, 1997, 1996 and 1995  were
10,719,431; 10,153,687; and 9,440,725; respectively. Of  the  total
options outstanding on December 31, 1997, 108,500 were with SARs.

      The  following table summarizes information about the options
outstanding at December 31, 1997:

                            Outstanding              Exercisable
                                                  
                           Average                        
                          Remaining     Average           Average
Range of         Shares  Contractual    Exercise  Shares  Exercise
Exercise Prices   (000)  Life (years)   Price      (000)  Price
$ 37 - 54         3,011      2.7         $ 46      3,011   $ 46
$ 54 - 58         4,501      5.0         $ 56      4,501   $ 56
$ 59 - 75         4,459      7.8         $ 69      3,207   $ 67
$ 82 - 97         3,348      9.2         $ 90         --   $ --

     The Corporation's restricted stock grant plans provide for the
awarding  of  shares of Corporation common stock up  to  6  million
shares  to selected employees and outside 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  1997,
112,795  shares were issued under the current plans. No  restricted
shares may be issued under the current employee plan after December
31, 2001.

Note 18.  Management Incentive Programs

       Management   incentive  compensation   plans   approved   by
shareholders  provide for the granting of awards to key  managerial
employees   and   executives  of  the   Corporation   and   certain
subsidiaries.  Amounts charged against earnings in anticipation  of
awards  to  be made later were $19 million in 1997, $21 million  in
1996  and  $16 million in 1995. Awards made in 1997, 1996 and  1995
amounted to $20 million, $18 million and $20 million, respectively.


                AMOCO CORPORATION AND SUBSIDIARIES
                    ___________________________
                                 
      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
                                 
Note 19.  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.

      The funded status of the plans as of December 31 for 1997 and
1996 was as follows:
                                          Plans for which
                                         Assets    Benefits
                                         Exceed     Exceed
                                        Benefits    Assets
                                        (millions of dollars)
1997                                               
Fair value of plan assets, principally             
  equity and fixed-income securities .  $  3,393   $    --
Actuarial present value of benefit                 
  obligations:                                     
  Accumulated benefit obligation* ....     3,074       123
  Additional benefits based on                     
    estimated future salary levels ...       452        12
  Projected benefit obligation ("PBO")     3,526       135
Plan assets under PBO ................      (133)     (135)
Unrecognized net (gains) losses                    
  at transition ......................       (38)        8
Other unrecognized net losses ........       197        57
Unrecognized prior service cost ......       (54)      (14)
Minimum pension liability adjustment .        --       (48)
Net pension cost accrued .............  $    (28)  $  (132)

                                                   
                AMOCO CORPORATION AND SUBSIDIARIES
                    ___________________________
                                 
      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

                                          Plans for which
                                         Assets    Benefits
                                         Exceed     Exceed
                                        Benefits    Assets
                                        (millions of dollars)
1996                                               
Fair value of plan assets, principally             
  equity and fixed-income securities .  $  2,910   $    --
Actuarial present value of benefit                 
  obligations:                                     
  Accumulated benefit obligation* ....     2,785       125
  Additional benefits based on                     
    estimated future salary levels ...       517        31
  Projected benefit obligation ("PBO")     3,302       156
Plan assets under PBO ................      (392)     (156)
Unrecognized net (gains) losses at                 
  transition .........................       (47)       18
Other unrecognized net losses ........       396        59
Unrecognized prior service cost ......        61       (19)
Minimum pension liability adjustment .        --       (39)
Net pension cost prepaid (accrued) ...  $     18   $  (137)
                        

*  Accumulated benefits totaling $150 million and $311
million were non-vested at December 31, 1997 and 1996,
respectively.

     The actuarial assumptions used for the Corporation's principal
pension plans for 1997 and 1996 were as follows:

                                                 1997  1996
                                                           
Discount rate for service and interest cost ..   7.0%  7.0%
Discount rate for the projected benefit               
  obligation .................................   7.0%  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%

                                 
                AMOCO CORPORATION AND SUBSIDIARIES
                    ___________________________
                                 
      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

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

                                  1997     1996    1995
                                  (millions of dollars)
Service cost--benefits earned                     
  during the period ...........  $ 131    $ 121   $  98
Interest cost on projected                        
  benefit obligation ..........    244      236     242
                                                  
Actual gain on assets .........   (681)    (446)   (492)
Unrecognized gain .............    409      186     217
Recognized gain on assets .....   (272)    (260)   (275)
Settlement/curtailment loss ...      9        4       2
Amortization of unrecognized                      
  amounts .....................     27       29      12
Net pension cost ..............  $ 139    $ 130   $  79
                                                  
      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  $78  million in 1997, $80 million  in  1996  and  $83
million in 1995.


Note 20.  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.  The cost of such benefits  is  recognized
during employees' years of active service.

                                 
                AMOCO CORPORATION AND SUBSIDIARIES
                    ___________________________
                                 
      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)
                                 
      The status of the Corporation's unfunded plans as of December
31 for 1997 and 1996 was as follows:

                                              1997      1996
                                          (millions of dollars)
Accumulated benefit obligation                       
  Retirees ..............................  $   638   $   642
  Fully eligible active plan participants      236       216
  Other active plan participants ........      260       281
  Total .................................    1,134     1,139
Unrecognized net gains ..................      258       213
Unrecognized prior service gains ........      170       191
Accrued postretirement benefit cost .....  $ 1,562   $ 1,543
                                                     
     The actuarial assumptions used for the Corporation's principal
postretirement benefit plans for 1997 and 1996 were as follows:
                                                      1997    1996
Discount rate for service and interest cost ........  7.0%    7.0%
Discount rate for the accumulated benefit obligation  7.0%    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 ..............................  8.5%    9.4%
  --Medicare eligible retirees .....................  7.0%    7.5%
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 .... $  14   $  15
  --accumulated postretirement benefit obligation .. $ 112   $ 120

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

                                    1997     1996     1995
                                    (millions of dollars)
Service cost--benefits earned                       
  during the period ............  $   27   $   30   $   26
Interest cost on accumulated                        
  benefit obligation ...........      78       81       86
Amortization and other .........     (33)     (39)     (36)
Net postretirement benefit cost   $   72   $   72   $   76

                                 
                AMOCO CORPORATION AND SUBSIDIARIES
                    ___________________________
                                 
      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

Note 21.  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 1992. 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  filed a petition in the U.S. Tax Court contesting  the
IRS statutory Notice of Deficiency. Trial on the matter was held in
April  1995, and a decision was rendered by the U.S. Tax  Court  in
March  1996, in Amoco's favor. The IRS has appealed the Tax Court's
decision  to the U.S. Court of Appeals for the Seventh  Circuit.  A
comparable adjustment of foreign tax credits for each year has been
proposed for the years 1983 through 1992 based upon subsequent  IRS
audits. The Corporation believes that the foreign income taxes have
been   reflected  properly  in  its  U.S.  federal   tax   returns.
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 22.  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  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   in
relationship  to the results of operations in any one period,  they
are not expected to have a material effect on Amoco's liquidity  or
consolidated financial position.

                                 
                AMOCO CORPORATION AND SUBSIDIARIES
                    ___________________________
                                 
      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

Note 23.  Summarized Financial Data

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

      Summarized financial data for Amoco Company are presented  as
follows:

                                     1997     1996     1995
                                    (millions of dollars)
For the years ended December 31:                    
  Revenues (including excise                        
    taxes) .....................  $32,986  $32,629  $28,339
  Operating profit .............  $ 3,820  $ 3,735  $ 2,783
  Net income ...................  $ 2,274  $ 2,402  $ 1,798
At December 31:                                     
  Current assets ...............  $ 6,442  $ 6,361  $ 5,303
  Total assets .................  $30,062  $29,208  $26,326
  Current liabilities ..........  $ 5,165  $ 4,926  $ 4,578
  Long-term debt - affiliates ..  $ 4,739  $ 4,731  $ 4,608
                 - other .......  $ 2,791  $ 2,190  $ 2,177
  Deferred credits .............  $ 4,663  $ 4,524  $ 4,397
  Minority interest ............  $   119  $   131  $   110
  Shareholder's equity .........  $12,505  $12,630  $10,456

     Annual maturities of long-term debt during the next five years,
including the portion classified as current, are $135 million in
1998, $174 million in 1999, $215 million in 2000, $304 million in
2001 and $323 million in 2002.

       Amoco   Canada  is  a  wholly  owned  subsidiary  of   Amoco
Corporation. Amoco and Amoco Company guarantee the notes, bonds and
debentures of Amoco Canada.


                AMOCO CORPORATION AND SUBSIDIARIES
                    ___________________________
                                 
      NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (continued)

      Summarized  financial data for Amoco Canada are presented  as
follows:
                                      1997      1996      1995
                                       (millions of dollars)
For the years ended December 31:                       
  Revenues .....................   $ 4,705   $ 4,598   $ 3,619
  Net income (loss) ............   $   301   $   307   $  (205)
                                                       
At December 31:                                        
  Current assets ...............   $ 1,479   $ 1,615   $ 1,252
  Total assets .................   $ 4,217   $ 4,412   $ 4,493
  Current liabilities ..........   $   948   $ 1,110   $ 2,494
  Non-current liabilities ......   $ 3,043   $ 3,377   $ 2,381
  Shareholder's equity (deficit)   $   226   $   (75)  $  (382)
                                                
$552 million of long-term debt is scheduled to mature in 2002.

Note 24. Geographic and Segment Data

      The  Corporation  operates worldwide  in  the  petroleum  and
chemical   industries,  in  several  industry  segments.  Petroleum
operations  include E&P and petroleum products  segments.  The  E&P
segment is engaged in exploring for, developing and producing crude
oil and natural gas; extraction of natural gas liquids ("NGL"); and
marketing  of  natural  gas.  The  petroleum  products  segment  is
responsible  for  petroleum refining operations, marketing  of  all
petroleum  products, the transportation of crude oil and  petroleum
products,  associated supply and trading activities,  primarily  in
the  United  States, and transportation and wholesale marketing  of
Canadian   crude   oil,  sulfur  and  NGL.  The  chemical   segment
manufactures  and sells various petroleum-based chemical  products.
Corporate  and  other operations include net interest  and  general
corporate  expenses, and the results of investments  in  technology
companies,  real  estate interests and other activities.  In  1997,
Amoco  transferred  Canadian supply and  marketing  activities  for
crude  oil,  sulfur and NGL to the petroleum products segment  from
the E&P segment. Segment data for prior years have been restated.

      Intersegment and intergeographic sales are accounted  for  at
prices  that approximate market prices. 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.


            Statement of Information by Geographic Area

                          United            
(millions of dollars)      States  Canada   Europe
                                            
Year 1997                                   
Revenues other than                         
  intergeographic sales   $28,199  $3,389   $2,133
Intergeographic sales .     1,199   1,072      153
  Total revenues ......   $29,398  $4,461   $2,286
Operating profit ......   $ 3,189  $  561   $  308
Net income ............   $ 2,333  $  351   $  135
Capital expenditures ..   $ 1,615  $  364   $  612
Identifiable assets ...   $19,783  $3,065   $2,982
Equity investments                          
  and related advances    $   155  $   --   $   --
Equity in earnings                          
  of others ...........   $    37  $   --   $   (8)
                                            

                                            Consol-
                                   Cor-     idated
                           Other   porate     (*)
                                            
Year 1997                                   
Revenues other than                         
  intergeographic sales   $2,456            $36,287
Intergeographic sales .      471                 --
  Total revenues ......   $2,927            $36,287
Operating profit ......   $  466            $ 4,524
Net income ............   $  196   $( 295)  $ 2,720
Capital expenditures ..   $  698   $   55   $ 3,344
Identifiable assets ...   $3,863   $1,813   $30,470
Equity investments                          
  and related advances    $1,864              2,019
  Total assets ........                     $32,489
Equity in earnings                          
  of others ...........   $   (5)           $    24
                                            
(*) After elimination of intergeographic transactions.

                                 
      Statement of Information by Geographic Area (continued)

                           United           
(millions of dollars)      States  Canada   Europe
                                            
Year 1996                                   
Revenues other than                         
  intergeographic sales   $27,936  $3,472   $1,916
Intergeographic sales .     1,200   1,040      172
  Total revenues ......   $29,136  $4,512   $2,088
Operating profit ......   $ 2,876  $  563   $  280
Net income ............   $ 2,094  $  378   $  126
Capital expenditures ..   $ 2,219  $  390   $  636
Identifiable assets ...   $20,319  $3,622   $3,101
Equity investments                          
  and related advances    $    85  $   --   $    2
Equity in earnings                          
  of others ...........   $    32  $   --   $    1

                                            Consol-
                                   Cor-     idated
                           Other   porate     (*)
                                            
Year 1996                                   
Revenues other than                         
  intergeographic sales   $2,583            $36,112
Intergeographic sales .      470                 --
  Total revenues ......   $3,053            $36,112
Operating profit ......   $  742            $ 4,461
Net income ............   $  444   $ (208)  $ 2,834
Capital expenditures ..   $  690   $   70   $ 4,005
Identifiable assets ...   $3,612   $1,901   $31,358
Equity investments                          
  and related advances    $  655                742
  Total assets ........                     $32,100
Equity in earnings                          
  of others ...........   $  111            $   144
                                            
(*) After elimination of intergeographic transactions.


      Statement of Information by Geographic Area (continued)
                                 
                           United           
 (millions of dollars)     States  Canada   Europe
                                            
 Year 1995                                  
 Revenues other than                        
   intergeographic sales  $23,978  $2,676   $1,749
 Intergeographic sales .    1,335     942      170
   Total revenues ......  $25,313  $3,618   $1,919
 Operating profit ......  $ 2,065  $   29   $  223
 Net income ............  $ 1,582  $   11   $  142
 Capital expenditures ..  $ 2,039  $  311   $  452
 Identifiable assets ...  $18,880  $3,591   $2,755
 Equity investments                         
   and related advances   $    53  $   32   $    6
 Equity in earnings                         
   of others ...........  $    36  $   --   $    1
                                 
                                            Consol-
                                   Cor-     idated
                           Other   porate     (*)
                                            
 Year 1995                                  
 Revenues other than                        
   intergeographic sales  $2,294            $31,004
 Intergeographic sales .     404                 --
   Total revenues ......  $2,698            $31,004
 Operating profit ......  $  562            $ 2,879
 Net income ............  $  364   $ (237)  $ 1,862
 Capital expenditures ..  $  658   $   66   $ 3,526
 Identifiable assets ...  $2,713   $2,189   $29,241
 Equity investments                         
   and related advances   $  513                604
   Total assets ........                    $29,845
 Equity in earnings                         
   of others ...........  $  133            $   170
                                            
 (*) After elimination of intergeographic transactions.

                                 
           Statement of Information by Industry Segment

(millions of dollars)                Petroleum Operations     
                                   Exploration                
                                       and        Petroleum    Chemical
                                   Production     Products    Operations
Year 1997                                                     
Revenues other than intersegment                              
  sales .........................  $     7,393    $  22,794   $    5,941
Intersegment sales ..............        3,420        2,018          449
  Total revenues ................  $    10,813    $  24,812   $    6,390
Operating profit ................  $     3,004    $     862   $      732
Equity in earnings of others ....           (6)          35           (7)
General corporate amounts .......                             
Interest expense ................                             
Income taxes ....................       (1,018)        (310)        (232)
  Net income ....................  $     1,980    $     587   $      493
Depreciation and related charges   $     1,430    $     455   $      397
Capital expenditures ............  $     2,115    $     455   $      652
Identifiable assets .............  $    14,682    $   7,520   $    6,351
Equity investments and related                                
  advances ......................  $     1,260    $     164   $      569

                                   Corporate      
                                      and         
                                     Other        
                                   Operations     Consolidated*
Year 1997                                         
Revenues other than intersegment                  
  sales .........................  $       48     $     36,287
Intersegment sales ..............          --               --
  Total revenues ................  $       48     $     36,287
Operating profit ................  $      (74)    $      4,524
Equity in earnings of others ....           2               24
General corporate amounts .......        (371)            (371)
Interest expense ................        (401)            (401)
Income taxes ....................         504           (1,056)
  Net income ....................  $     (340)    $      2,720
Depreciation and related charges   $       91     $      2,373
Capital expenditures ............  $      122     $      3,344
Identifiable assets .............  $    2,399     $     30,470
Equity investments and related                    
  advances ......................  $       26            2,019
  Total assets ..................                 $     32,489
                                                  
*  After elimination of intersegment transactions.


     Statement of Information by Industry Segment (continued)

(millions of dollars)                Petroleum Operations     
                                   Exploration                
                                       and        Petroleum    Chemical
                                   Production     Products    Operations
Year 1996                                                     
Revenues other than intersegment                              
  sales .........................  $     6,409    $  23,755   $    5,698
Intersegment sales ..............        3,630        1,607           71
  Total revenues ................  $    10,039    $  25,362   $    5,769
Operating profit ................  $     2,771    $     771   $      924
Equity in earnings of others ....           (1)          32          112
General corporate amounts .......                             
Interest expense ................                             
Income taxes ....................         (986)        (275)        (301)
  Net income ....................  $     1,784    $     528   $      735
Depreciation and related charges   $     1,467    $     456   $      261
Capital expenditures ............  $     2,404    $     500   $      985
Identifiable assets .............  $    15,866    $   7,415   $    6,215
Equity investments and related                                
  advances ......................  $        71    $      82   $      565

                                   Corporate      
                                      and         
                                     Other        
                                   Operations     Consolidated*
Year 1996                                         
Revenues other than intersegment                  
  sales .........................  $       44     $     36,112
Intersegment sales ..............          --               --
  Total revenues ................  $       44     $     36,112
Operating profit ................  $       (5)    $      4,461
Equity in earnings of others ....           1              144
General corporate amounts .......        (448)            (448)
Interest expense ................        (192)            (192)
Income taxes ....................         431           (1,131)
  Net income ....................  $     (213)    $      2,834
Depreciation and related charges   $       87     $      2,271
Capital expenditures ............  $      116     $      4,005
Identifiable assets .............  $    2,513     $     31,358
Equity investments and related                    
  advances ......................  $       24              742
  Total assets ..................                 $     32,100
                                                  
*  After elimination of intersegment transactions.


     Statement of Information by Industry Segment (continued)

(millions of dollars)               Petroleum Operations     
                                   Exploration               
                                       and       Petroleum    Chemical
                                   Production    Products    Operations
Year 1995                                                    
Revenues other than intersegment                             
  sales .........................  $     4,717   $  20,279   $    5,655
Intersegment sales ..............        2,915       1,038           62
  Total revenues ................  $     7,632   $  21,317   $    5,717
Operating profit ................  $     1,011   $     687   $    1,256
Equity in earnings of others ....           --          35          133
General corporate amounts .......                            
Interest expense ................                            
Income taxes ....................         (317)       (231)        (426)
  Net income ....................  $       694   $     491   $      963
Depreciation and related charges   $     1,971   $     471   $      293
Capital expenditures ............  $     2,065   $     500   $      850
Identifiable assets .............  $    14,372   $   7,445   $    5,183
Equity investments and related                               
  advances ......................  $        47   $      33   $      502

                                   Corporate     
                                      and        
                                     Other       
                                   Operations    Consolidated*
Year 1995                                        
Revenues other than intersegment                 
  sales .........................  $       46    $     31,004
Intersegment sales ..............          --              --
  Total revenues ................  $       46    $     31,004
Operating profit ................  $      (75)   $      2,879
Equity in earnings of others ....           2             170
General corporate amounts .......        (310)           (310)
Interest expense ................        (335)           (335)
Income taxes ....................         432            (542)
  Net income ....................  $     (286)   $      1,862
Depreciation and related charges   $       59    $      2,794
Capital expenditures ............  $      111    $      3,526
Identifiable assets .............  $    2,705    $     29,241
Equity investments and related                   
  advances ......................  $       22             604
  Total assets ..................                $     29,845
                                                 
*  After elimination of intersegment transactions.


                AMOCO CORPORATION AND SUBSIDIARIES
                    ___________________________
                                 
                     SUPPLEMENTAL INFORMATION

1.  OIL AND GAS EXPLORATION AND PRODUCTION ACTIVITIES

      The  tables  presented below provide supplemental information
about  oil and gas exploration and production activities as defined
by   SFAS   No.  69,  "Disclosures  about  Oil  and  Gas  Producing
Activities."  This information excludes activities associated  with
marketing  of natural gas and Amoco's economic interest  in  equity
affiliates.

Results of Operations for Oil and Gas Producing Activities
                              United                            World-
(millions of dollars)         States Canada   Europe    Other    wide
1997                                                            
Oil and gas production                                          
  revenues:                                                     
  From consolidated                                             
    subsidiaries ...........  $2,938 $  306   $   --   $  957   $4,201
  From unaffiliated entities     576    387      836      788    2,587
Other revenues .............     617     86      226       75    1,004
  Total revenues ...........   4,131    779    1,062    1,820    7,792
Production costs:                                               
  Taxes other than income ..     229     14       41      137      421
  Other production costs ...     776    230      314      487    1,807
Exploration expenses .......     101     69      159      270      599
Depreciation, depletion and                                     
  amortization expense .....     616    178      220      329    1,343
Other related costs ........     508     35       37      134      714
  Total costs ..............   2,230    526      771    1,357    4,884
Operating profit ...........   1,901    253      291      463    2,908
Income tax expense .........     476    109      142      268      995
  Results of operations ....  $1,425 $  144   $  149   $  195   $1,913

                                                                
Results   of  Operations  for  Oil  and  Gas  Producing  Activities
(continued)
                              United                            World-
(millions of dollars)         States Canada   Europe    Other    wide
1996                                                            
Oil and gas production                                          
revenues:                                                       
  From consolidated                                             
    subsidiaries ...........  $3,075 $  369   $    3   $1,146   $4,593
  From unaffiliated entities     719    346      817      853    2,735
Other revenues .............     111     86       83       97      377
  Total revenues ...........   3,905    801      903    2,096    7,705
Production costs:                                               
  Taxes other than income ..     261     15       33      170      479
  Other production costs ...     760    235      256      414    1,665
Exploration expenses .......     142     68      141      265      616
Depreciation, depletion and                                     
  amortization expense .....     682    190      164      351    1,387
Other related costs ........     459     43       64      130      696
  Total costs ..............   2,304    551      658    1,330    4,843
Operating profit ...........   1,601    250      245      766    2,862
Income tax expense .........     398     54      127      433    1,012
  Results of operations ....  $1,203 $  196   $  118   $  333   $1,850
                                                                
1995                                                            
Oil and gas production                                          
  revenues:                                                     
  From consolidated                                             
    subsidiaries ...........  $2,223 $  331   $   --   $  908   $3,462
  From unaffiliated entities     512    274      719      717    2,222
Other revenues .............     155    100      102       92      449
  Total revenues ...........   2,890    705      821    1,717    6,133
Production costs:                                               
  Taxes other than income ..     179     13       25      112      329
  Other production costs ...     744    240      233      369    1,586
Exploration expenses .......     152    112      123      223      610
Depreciation, depletion and                                     
  amortization expense .....     973    350      197      337    1,857
Other related costs ........     321     73       85      117      596
  Total costs ..............   2,369    788      663    1,158    4,978
Operating profit ...........     521    (83)     158      559    1,155
Income tax expense .........      15    (37)      70      314      362
  Results of operations ....  $  506 $  (46)  $   88   $  245   $  793
                                                                
      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 1997 included gains on the  sale  of
non-core  U.S.  and  European properties. 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. 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.
DD&A  expense relates to capitalized costs incurred in acquisition,
exploration  and  development  activities  and  does  not   include
depreciation  applicable  to  support  equipment.  In  1995,   DD&A
included  $355  million and $121 million in the United  States  and
Canada,  respectively, related to impairment of long-lived  assets.
Included  in  other  related  costs are significant,  non-recurring
items  and  purchases of natural gas for field natural gas  liquids
plants.

      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.

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, 1997, 1996 and 1995. The amount shown for  affiliates
represents Amoco's proportionate economic interest in the estimated
discounted future net cash flows of equity affiliates.

                             United                               World-
(millions of dollars)        States   Canada   Europe   Other      wide
                                                                
December 31, 1997                                               
Future cash inflows ....... $41,138  $ 7,381  $ 9,441  $19,302  $ 77,262
Future development and                                          
  production costs ........  15,178    3,210    4,582    7,192    30,162
Future income taxes .......   6,885    1,426    1,882    6,049    16,242
Future net cash flows .....  19,075    2,745    2,977    6,061    30,858
Ten percent annual discount  10,397    1,093    1,025    2,997    15,512
Discounted net cash flows . $ 8,678  $ 1,652  $ 1,952  $ 3,064  $ 15,346
Affiliates ................ $    --  $    --  $    --  $   809  $    809
                                                                          
December 31, 1996                                               
Future cash inflows ....... $65,932  $10,929  $11,546  $21,813  $110,220
Future development and                                          
  production costs ........  15,749    3,665    4,174    7,595    31,183
Future income taxes .......  15,497    2,592    3,035    5,854    26,978
Future net cash flows .....  34,686    4,672    4,337    8,364    52,059
Ten percent annual discount  19,194    2,115    1,759    3,700    26,768
Discounted net cash flows . $15,492  $ 2,557  $ 2,578  $ 4,664  $ 25,291
                                                                
December 31, 1995                                               
Future cash inflows ....... $33,326  $ 7,534  $ 8,671  $13,359  $ 62,890
Future development and                                          
  production costs ........  15,923    3,759    4,174    5,173    29,029
Future income taxes .......   4,438    1,155    1,841    3,401    10,835
Future net cash flows .....  12,965    2,620    2,656    4,785    23,026
Ten percent annual discount   7,385    1,013      948    1,844    11,190
Discounted net cash flows . $ 5,580  $ 1,607  $ 1,708  $ 2,941  $ 11,836
                                                                
      Future  cash  inflows are computed by applying  the  year-end
prices  of  oil  and gas to proved reserve quantities  as  reported
under  "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, 1997:

(millions of dollars)                    1997       1996      1995
Balance at January 1                  $25,291    $11,836   $10,991
Changes resulting from:                                    
  Sales and transfers of oil and gas                       
    produced, net of production costs  (4,560)    (5,184)   (3,769)
  Net changes in prices, and                               
    development and production costs  (15,208)    17,332       407
  Current-year expenditures for                            
    development .....................   2,077      2,007     1,707
  Extensions, discoveries and                              
    improved recovery, less                                
    related costs ...................   2,056      3,928     1,922
  (Sales) purchases of reserves                            
    in place ........................  (2,287)      (332)      128
  Revisions of previous quantity                           
    estimates .......................      31        445        56
  Accretion of discount .............   3,763      1,735     1,441
  Net change in income taxes ........   5,073     (7,375)     (833)
  Other .............................    (890)       899      (214)
Balance at December 31 .............. $15,346    $25,291   $11,836
                                                           
      The  prices of crude oil and natural gas have fluctuated over
the  past  several  years, which effects the computed  future  cash
flows  over  the period shown. Because the price of crude  oil  and
natural  gas  is  likely to remain volatile in  the  future,  price
changes  can  be expected to continue to significantly  affect  the
standardized measure of discounted future net cash flows.

Estimated Proved Reserves

      Net proved reserves of crude oil (including condensate),  NGL
and  natural gas at the beginning and end of 1997, 1996  and  1995,
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. The amounts shown for  affiliates
represent  Amoco's  proportionate economic  interest  in  estimated
proved reserves of equity affiliates.


Crude Oil and NGL Reserves
                                            Consolidated
                            
                            United States     Canada      Europe
                            Crude             Crude Oil  Crude Oil
(millions of barrels)        Oil     NGL       and NGL    and NGL
Proved reserves:                                         
December 31, 1994 ........    786    447        286        191
  Revisions of previous                                  
    estimates ............      5     12          5          3
  Improved recovery                                      
    applications .........     12      2         41         25
  Extensions, discoveries                                
    and other additions ..     27      9         53         16
  Purchases of reserves in                               
    place ................      4      3          2         56
  Sales of reserves in                                   
    place ................     (1)    (3)       (23)        --
  Production .............    (66)   (22) *     (25)       (23)
December 31, 1995 ........    767    448        339        268
  Revisions of                                           
    previous estimates ...     (1)   (19)        (2)         2
  Improved recovery                                      
    applications .........     25      9         24          9
  Extensions, discoveries                                
    and other additions ..     12      7         93         73
  Purchases of reserves                                  
    in place .............      3      3         --         --
  Sales of reserves                                      
    in place .............     (9)    (4)       (49)        --
  Production .............    (65)   (27) *     (22)       (22)
December 31, 1996 ........    732    417        383        330
  Revisions of                                           
    previous estimates ...    166    (34)         6         11
  Improved recovery                                      
    applications .........      6      4          1          7
  Extensions, discoveries                                
    and other additions ..     41      5         47          4
  Purchases of reserves                                  
    in place .............     11      1          2         --
  Sales of reserves                                      
    in place .............   (107)   (78)       (11)        --
  Production .............    (60)   (24) *     (22)       (24)
December 31, 1997.........    789    291        406        328
Proved developed reserves:                               
December 31, 1994 ........    727    404        236        160
December 31, 1995 ........    713    409        260        150
December 31, 1996 ........    675    376        274        146
December 31, 1997 ........    638    267        284        149


Crude Oil and NGL Reserves (continued)
                                  Consolidated                   
                              
                                Other      Total     Affiliates  Worldwide
                              Crude Oil  Crude Oil   Crude Oil   Crude Oil
(millions of barrels)          and NGL    and NGL     and NGL     and NGL
Proved reserves:                                                 
December 31, 1994 ..........    495      2,205          --       2,205
  Revisions of previous                                          
    estimates ..............     12         37          --          37
  Improved recovery                                              
    applications ...........     29        109          --         109
  Extensions, discoveries                                        
    and other additions ....     54        159          --         159
  Purchases of reserves in                                       
    place ..................      8         73          --          73
  Sales of reserves in place    (12)       (39)         --         (39)
  Production ...............    (86)      (222)         --        (222)
December 31, 1995 ..........    500      2,322          --       2,322
  Revisions of                                                   
    previous estimates .....     21          1          --           1
  Improved recovery                                              
    applications ...........     15         82          --          82
  Extensions, discoveries                                        
    and other additions ....    114        299          --         299
  Purchases of reserves                                          
    in place ...............     --          6          --           6
  Sales of reserves in place     --        (62)         --         (62)
  Production ...............    (89)      (225)         --        (225)
December 31, 1996 ..........    561      2,423          --       2,423
  Revisions of                                                   
    previous estimates .....     27        176          --         176
  Improved recovery                                              
    applications ...........     32         50          --          50
  Extensions, discoveries                                        
    and other additions ....     71        168          --         168
  Purchases of reserves                                          
    in place ...............     46         60         166         226
  Sales of reserves in place   (214)      (410)         --        (410)
  Production ...............    (84)      (214)         (2)       (216)
December 31, 1997...........    439      2,253         164       2,417
Proved developed reserves:                                       
December 31, 1994 ..........    387      1,914          --       1,914
December 31, 1995 ..........    386      1,918          --       1,918
December 31, 1996 ..........    411      1,882          --       1,882
December 31, 1997 ..........    308      1,646         120       1,766
                                                                 
(*) Excludes non-leasehold NGL production attributable to processing plant
ownership of approximately 15 million barrels for 1995, 1996 and 1997.


Natural Gas Reserves
                                             Consolidated
                                 
                                 United                     
(billions of cubic feet)         States   Canada   Europe   Other
Proved reserves:                                            
December 31, 1994 .............  11,728    3,022    1,388    2,383
  Revisions of                                              
    previous estimates ........    (198)     (25)      11      126
  Improved recovery                                         
    applications ..............     139       11       39      102
  Extensions, discoveries                                   
    and other additions .......     475      174       72    1,082
  Purchases of reserves                                     
    in place ..................     305       36       --       --
  Sales of reserves in place ..     (76)     (78)     (26)      --
  Production ..................    (891)    (302)    (131)    (213)
December 31, 1995 .............  11,482    2,838    1,353    3,480
  Revisions of                                              
    previous estimates ........    (796)     (55)      38      129
  Improved recovery                                         
    applications ..............     214       12        9       --
  Extensions, discoveries                                   
    and other additions .......     378       79        3    2,871
  Purchases of reserves                                     
    in place ..................     300       21       --       --
  Sales of reserves in place ..    (154)    (259)      --      (20)
  Production ..................    (918)    (293)    (143)    (223)
December 31, 1996 .............  10,506    2,343    1,260    6,237
  Revisions of                                              
    previous estimates ........    (308)      96        6      918
  Improved recovery                                         
    applications ..............     100       11        2       93
  Extensions, discoveries                                   
    and other additions .......     664      112       41      734
  Purchases of reserves                                     
    in place ..................     170       27       --      980
  Sales of reserves in place ..  (1,188)    (113)     (10)  (1,101)
  Production ..................    (847)    (279)    (141)    (225)
December 31, 1997..............   9,097    2,197    1,158    7,636
Proved developed reserves:                                  
December 31, 1994 .............  10,829    2,643    1,028    1,038
December 31, 1995 .............  10,443    2,559    1,017    1,422
December 31, 1996 .............   9,304    2,156      961    1,745
December 31, 1997 .............   8,017    1,980    1,034    2,066


Natural Gas Reserves (continued)
                                  Consoli-              
                                  dated
(billions of cubic feet)          Total    Affiliates   Worldwide
Proved reserves:                                        
December 31, 1994 .............   18,521      --        18,521
  Revisions of                                          
    previous estimates ........      (86)     --           (86)
  Improved recovery                                     
    applications ..............      291      --           291
  Extensions, discoveries                               
    and other additions .......    1,803      --         1,803
  Purchases of reserves                                 
    in place ..................      341      --           341
  Sales of reserves in place ..     (180)     --          (180)
  Production ..................   (1,537)     --        (1,537)
December 31, 1995 .............   19,153      --        19,153
  Revisions of                                          
    previous estimates ........     (684)     --          (684)
  Improved recovery                                     
    applications ..............      235      --           235
  Extensions, discoveries                               
    and other additions .......    3,331      --         3,331
  Purchases of reserves                                 
    in place ..................      321      --           321
  Sales of reserves in place ..     (433)     --          (433)
  Production ..................   (1,577)     --        (1,577)
December 31, 1996 .............   20,346      --        20,346
  Revisions of                                          
    previous estimates ........      712      --           712
  Improved recovery                                     
    applications ..............      206      --           206
  Extensions, discoveries                               
    and other additions .......                         
  Purchases of reserves            1,551      --         1,551
    in place ..................    1,177    1,374        2,551
  Sales of reserves in place ..   (2,412)     --        (2,412)
  Production ..................   (1,492)      (6)      (1,498)
December 31, 1997..............   20,088    1,368       21,456
Proved developed reserves:                              
December 31, 1994 .............   15,538      --        15,538
December 31, 1995 .............   15,441      --        15,441
December 31, 1996 .............   14,166      --        14,166
December 31, 1997 .............   13,097     807        13,904


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                           World-
(millions of dollars)        States  Canada  Europe   Other    wide
December 31, 1997                                                    
Unproved properties:                                                 
  Gross assets ............ $  467   $  270  $   81  $  143  $   961
  Accumulated amortization      96      107      26       7      236
    Net assets ............    371      163      55     136      725
Proved properties:                                           
  Gross assets ............ 14,019    3,334   3,538   6,469   27,360
  Accumulated depreciation,                                  
  depletion, etc. .........  8,245    1,807   1,942   4,743   16,737
    Net assets ............  5,774    1,527   1,596   1,726   10,623
Support equipment and                                        
facilities:                                                  
  Gross assets ............    386      112     220     278      996
  Accumulated depreciation     203       64      84     248      599
    Net assets ............    183       48     136      30      397
Net capitalized costs ..... $6,328   $1,738  $1,787  $1,892  $11,745
                                                                     
December 31, 1996                                                    
Unproved properties:                                                 
  Gross assets ............ $  477   $  232  $   98  $  303  $ 1,110
  Accumulated amortization      97      104       6       7      214
    Net assets ............    380      128      92     296      896
Proved properties:                                           
  Gross assets ............ 15,341    3,364   3,207   6,728   28,640
  Accumulated depreciation,                                  
  depletion, etc. .........  8,927    1,809   1,767   5,045   17,548
    Net assets ............  6,414    1,555   1,440   1,683   11,092
Support equipment and                                        
facilities:                                                  
  Gross assets ............    369       88     171     325      953
  Accumulated depreciation     163       55      79     238      535
    Net assets ............    206       33      92      87      418
Net capitalized costs ..... $7,000   $1,716  $1,624  $2,066  $12,406
                                                             
1997 excludes $2.0 billion associated with Amoco's interest in
affiliates.


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                            World-
(millions of dollars)    States  Canada   Europe  Other     wide
Year 1997                                                 
Property acquisition:                                     
  Proved ..............  $    2  $    5   $   --  $    2  $    9
  Unproved ............      38       9       33       2      82
Exploration ...........     261      83      176     372     892
Development ...........     823     327      268     659   2,077
    Total .............  $1,124  $  424   $  477  $1,035  $3,060
                                                          
Year 1996                                                 
Property acquisition:                                     
  Proved ..............  $  113  $   23   $   --  $  10   $  146
  Unproved ............      67      20       --     54      141
Exploration ...........     313      77      174    369      933
Development ...........     833     327      436    411    2,007
    Total .............  $1,326  $  447   $  610  $ 844   $3,227
                                                          
Year 1995                                                 
Property acquisition:                                     
  Proved ..............  $  176  $    6   $   --  $  --   $  182
  Unproved ............      74      33       --     28      135
Exploration ...........     262     124      179    409      974
Development ...........     769     288      344    306    1,707
    Total .............  $1,281  $  451   $  523  $ 743   $2,998
                                                          
1997 excludes $865 million in cash for Amoco's interest in
affiliates.

                                 
2.  QUARTERLY RESULTS AND STOCK MARKET DATA
                                                   Net      Net
                                                 Income    Income
                                         Net       Per    Per Share
                             Operating  Income    Share   (Assuming
                  Revenues    Profit     (1)     (Basic)  Dilution)
                          (millions of dollars, except as noted)
1997                                                      
First quarter ..  $  8,993   $   1,149  $  674   $ 1.36   $    1.35
Second quarter .     8,624       1,036     622     1.26        1.25
Third quarter ..     8,983       1,099     635     1.30        1.29
Fourth quarter .     9,687       1,240     789     1.63        1.62
1996                                                      
First quarter ..  $  8,214   $   1,092  $  728   $ 1.47   $    1.46
Second quarter .     8,765         989     600     1.20        1.20
Third quarter ..     9,018       1,019     635     1.28        1.27
Fourth quarter .    10,115       1,361     871     1.74        1.73

                     Cash    
                  Dividends      Common Stock
                     Per        Price Ranges (2)
                    Share       High        Low
1997                                    
First quarter ..  $    .70   $  91 5/8  $  80 1/4
Second quarter .       .70      91 7/8     79 1/4
Third quarter ..       .70      99         87
Fourth quarter .       .70      98 3/8     81 13/16
1996                                    
First quarter ..  $    .65   $  74 1/8  $  67 1/2
Second quarter .       .65      75 1/8     69 1/2
Third quarter ..       .65      72 5/8     65
Fourth quarter .       .65      83 1/2     70 1/4
                                        
(1)  Fourth-quarter 1997 earnings included net gains of $271
   million primarily associated with asset dispositions, including the
   sale of certain non-core oil and gas properties in the United
   States. Fourth-quarter 1996 earnings included a gain of $90 million
   related to a reduction in LIFO inventory levels. Third-quarter 1996
   earnings included a gain on the sale of Amoco's polystyrene foam
   products business of $97 million. Gains of $56 million on certain
   Canadian asset dispositions benefited first-quarter 1996 results.

(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 Swiss stock exchanges.


3. MARKET RISKS AND DERIVATIVE INSTRUMENTS

      In  the  normal  course of business, Amoco  holds  or  issues
various  financial  instruments which  expose  the  Corporation  to
financial  risk associated with market currency exchange rates  and
interest rates. Also, Amoco's petroleum and chemical businesses are
affected by commodity price movements. To manage a portion of these
inherent  risks,  Amoco  purchases  and  sells  various  derivative
financial    instruments   and   commodity    futures    contracts.
Substantially all financial instruments held by the Corporation are
for purposes other than trading.

Currency Risks

      The  Corporation  conducts  its business  primarily  in  U.S.
dollars. Prices for most of the Corporation's products are based on
global  market prices which are affected primarily by U.S. dollars.
Similarly,  prices for non-proprietary feedstocks for most  of  the
Corporation's  operations  are generally  based  on  U.S.  dollars.
Significant  exposures to specific foreign currency  exchange  risk
are reduced through the use of financial instruments, primarily  by
hedging of foreign currency borrowings and contractual commitments.

      The  table below shows the amount of foreign currency forward
contracts  that have been designated as hedges of foreign  currency
debt.  In addition, forward contracts to acquire Singapore  dollars
with  a  face  amount of $4 million, which hedge the  Corporation's
foreign  currency  exposure  associated with  certain  construction
contracts,  were  outstanding at December  31,  1997.  The  forward
contracts matured in January 1998.

Interest Rate Risks

      The  table below also provides information about the interest
rates  of  the Corporation's debt obligations. The table shows  the
amount  of  debt,  including current portion, and related  weighted
average  interest  rates,  as of December  31,  1997,  by  expected
maturity  dates.  Weighted  average variable  rates  are  based  on
forward rates as of December 31, 1997.


                                    Expected Maturity Date
                           1998        1999      2000       2001
                                (millions of U.S. dollars)
U.S. DOLLAR:                                                  
Debt                                                          
- -- Fixed rate .........   $   27      $    4    $    3     $   33
- -- Avg. interest rate .     6.5%        10.1%    10.1%      10.4%
- -- Variable rate ......   $   12      $  105    $  164     $   82
- -- Avg. interest rate .     6.5%        6.6%      6.9%       6.9%
                                                              
BRITISH POUND:                                                
Debt                                                          
- -- Variable rate ......   $  120      $   65    $   65     $  190
- -- Avg. interest rate .     6.5%        6.8%      7.0%       7.1%
Forward purchases*.....   $  935       $  --    $  --      $  --
                                                              
CANADIAN DOLLAR:                                              
Debt                                                          
- -- Fixed rate .........   $   48      $   46    $   42     $   39
- -- Avg. interest rate .     6.7%        6.7%      6.7%       6.7%
Forward purchases .....   $   56      $   56    $   56     $   56
                                 
                         Expected                   
                         Maturity                   
                           Date                     
                          2002     Thereafter   Total   Fair Value
                                (millions U.S. of dollars)
U.S. DOLLAR:                                                 
Debt                                                         
- -- Fixed rate .........  $  552      $1,793     $2,412    $2,457
- -- Avg. interest rate .    7.3%        7.1%       7.2%       
- -- Variable rate ......  $  232      $  999     $1,594    $1,594
- -- Avg. interest rate .    6.9%        5.5%       6.0%       
                                                             
BRITISH POUND:                                               
Debt                                                         
- -- Variable rate ......  $   90      $   94     $  624    $  624
- -- Avg. interest rate .    7.2%        7.2%       7.0%       
Forward purchases*.....  $   --      $   --     $  935    $   10
                                                             
CANADIAN DOLLAR:                                             
Debt                                                         
- -- Fixed rate .........   $  --      $   41     $  216    $  234
- -- Avg. interest rate .      --        6.1%       6.5%       
Forward purchases .....   $  --      $  --      $  224    $   (8)
                                                             
*   Forward  purchases  are  renewed  periodically  to  match  debt
maturities.


Commodity Price Risks

      Amoco  is  a  vertically  integrated petroleum  and  chemical
company. The hydrocarbon commodity markets are influenced by global
as  well as regional supply and demand. Worldwide political  events
can also impact commodity prices. Amoco's policy generally is to be
exposed  to  market  pricing  for commodity  purchases  and  sales.
Accordingly, the forward energy markets have been used primarily to
refloat  fixed-price  purchases and sales of crude  oil,  gasoline,
heating  oil,  and natural gas. Most of the contracts listed  below
are  for  this  purpose. However, Amoco occasionally  uses  forward
sales  of  its commodity products to fix prices that are  favorable
with  respect to its future price forecasts, reducing  its  natural
long exposure to commodity prices. At December 31, 1997, Amoco  had
sold forward 4 million barrels of crude oil and 6 trillion Btus  of
natural gas production for periods of less than one year.

      The  table below provides information about the Corporation's
futures,   swaps  and  option  contracts  that  are  sensitive   to
hydrocarbon price changes. Contract amounts represent the  notional
amount  of  the  contract.  Fair value represents the  amount  that
would have been required to terminate the contracts at December 31,
1997.  Weighted average price represents the year-end forward price
for futures; the fixed price and the year-end forward price related
to  the settlement month for swaps; and the weighted average strike
price for options.


Commodity Price Risks (continued)
                                                          Fair
                                             Contract     Value
                                 Quantity     Amount    Favorable
                                 (000        (millions of dollars)
                                  Barrels)              
Crude Oil:                                              
  Maturing in 1998                                      
    Futures-short .............      740        $ 13       $  1
    Options-owned puts ........       50        $  1       $ --
    Swaps-receive                                       
      fixed pay variable ......    3,900        $ 82       $ 11
                                                        
  Maturing in 1999                                      
    Futures-long ..............        9        $ --       $ --
                                                        
Refined Products:                (million               
                                  gallons)              
  Heating oil                                           
  Maturing in 1998                                      
    Futures-long ..............       49        $ 26       $ --
                                                        
  Maturing in 1999                                      
    Futures-long ..............        1        $  1       $ --
                                                        
  Unleaded Gasoline                                     
  Maturing in 1998                                      
    Futures-long ..............        3        $  1       $ --
                                                        
Natural Gas:                     (trillion              
                                  Btus)                 
  Maturing in 1998                                      
    Futures-long ..............        3        $  6       $ --
    Options-owned puts ........        3        $  3       $ --
    Options-written puts ......        6        $ 11       $ --
    Options-owned calls .......        6        $ 14       $ --
    Options-written calls .....        1        $  2       $ --
    Swaps-receive                                       
      fixed pay variable ......       52        $ 88       $ 12
    Swaps-receive                                       
      variable pay fixed ......       95        $166       $  4
    Swaps-receive                                       
      and pay variable ........      198        $410       $  4


Commodity Price Risks (continued)
                                    Fair       Weighted Average
                                    Value           Price
                                 Unfavorable   Receive   Pay
                                 (millions      (dollar/barrel)
Crude Oil:                       of dollars)            
  Maturing in 1998                                      
    Futures-short .............     $  1       $17.91   $   --
    Options-owned puts ........     $ --       $17.00   $   --
    Swaps receive                                       
      fixed pay variable ......     $ --       $21.00   $18.29
                                                        
  Maturing in 1999                                      
    Futures-long ..............     $ --       $   --   $18.64
                                                        
Refined Products:                               (dollar/gallon)
  Heating oil                                           
  Maturing in 1998                                      
    Futures-long ..............     $   2      $   --   $  .50
                                                        
  Maturing in 1999                                      
    Futures-long ..............     $ --       $   --   $  .54
                                                        
  Unleaded Gasoline                                     
  Maturing in 1998                                      
    Futures-long ..............     $ --       $   --   $  .53
                                                        
Natural Gas:                                     (dollar/mmBtu)
  Maturing in 1998                                      
    Futures-long ..............     $ --       $   --   $ 2.21
    Options-owned puts ........     $ --       $ 1.31   $   --
    Options-written puts ......     $  1       $   --   $ 1.80
    Options-owned calls .......     $ --       $   --   $ 2.28
    Options-written calls .....     $ --       $ 1.46   $   --
    Swaps-receive                                       
      fixed pay variable ......     $  1       $ 1.69   $ 1.48
    Swaps-receive                                       
      variable pay fixed ......     $  14      $ 1.64   $ 1.75
    Swaps-receive                                       
      and pay variable ........     $   5      $ 2.07   $ 2.07


Commodity Price Risks (continued)
                                             Contract   Fair Value
                                 Quantity     Amount    Favorable
                                 (trillion   (millions of dollars)
                                  Btus)                 
Natural Gas:                                            
  Maturing in 1999                                      
    Options-written puts ......        1        $  3       $ --
    Options-owned calls .......        1        $  4       $ --
    Options-written calls .....        1        $  1       $ --
    Swaps-receive                                       
      fixed pay variable ......        6        $ 11       $  1
    Swaps-receive                                       
      variable pay fixed ......        6        $ 10       $  1
    Swaps-receive                                       
      and pay variable ........       10        $ 22       $ --
                                                        
  Maturing in 2000                                      
    Swaps-receive                                       
      fixed pay variable ......        1        $  1       $ --
    Swaps-receive                                       
      variable pay fixed ......        4        $  8       $  1
    Swaps-receive                                       
      and pay variable ........        2        $  3       $ --

                                    Fair        Weighted Average
                                    Value            Price
                                 Unfavorable    Receive   Pay
                                 (millions      (dollar/mmBtu)
                                 of dollars)             
Natural Gas:                                             
  Maturing in 1999                                       
    Options-written puts ......     $ --        $   --   $ 2.27
    Options-owned calls .......     $ --        $   --   $ 2.56
    Options-written calls .....     $ --        $ 1.42   $   --
    Swaps-receive                                        
      fixed pay variable ......     $ --        $ 1.82   $ 1.73
    Swaps receive                                        
      variable pay fixed ......     $ --        $ 1.91   $ 1.77
    Swaps-receive                                        
      and pay variable ........     $ --        $ 2.30   $ 2.29
                                                         
  Maturing in 2000                                       
    Swaps-receive                                        
      fixed pay variable .....      $ --        $ 1.69   $ 1.58
    Swaps-receive                                        
      variable pay fixed .....      $ --        $ 1.99   $ 1.87
    Swaps-receive                                        
      and pay variable .......      $ --        $ 1.99   $ 1.99


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  2-7  of  Amoco's
Proxy  Statement dated March 16, 1998. Also, see heading "Executive
Officers of the Registrant" of this Form 10-K.

Item 11.  Executive Compensation

      The  information  required by this item  is  incorporated  by
reference to pages 8-15 of Amoco's Proxy Statement dated March  16,
1998.   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 2, 7, 8, 9, 10 and 11 of Amoco's Proxy Statement
dated March 16, 1998.

Item 13.  Certain Relationships and Related Transactions

     During 1997, the Corporation and its subsidiaries had purchase
and  sale transactions with unaffiliated companies of which certain
of  the  Corporation's non-employee directors or director  nominees
were  executive officers or directors. Such transactions were  made
in  the ordinary course of business at competitive prices and terms
and are not considered material.

                                 
                    ___________________________
                              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     under  Part II, Item 8, "Financial  Statements  and
Supplemental   Information."

         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.

        3.  Exhibits

        See "Index to Exhibits."

     (b) Reports on Form 8-K.

         No reports on Form 8-K were filed during the quarter ended
December 31, 1997.


                            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 20th day of March, 1998.

                                    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
20, 1998.

         Signatures                          Titles
                               
H. L. FULLER*                  Chairman of the Board and Director
H. L. Fuller                   (Principal Executive Officer)
                               
                               
W. G. LOWRIE*                  President and Director
W. G. Lowrie                   
                               
                               
JOHN L. CARL*                  Executive Vice President and Chief
John L. Carl                   Financial Officer
                               (Principal Financial Officer)
                               
                               
JUDITH G. BOYNTON*             Vice President and Controller
Judith G. Boynton              (Principal Accounting Officer)
                               
                               
DONALD R. BEALL*               Director
Donald R. Beall                
                               
                               
RUTH BLOCK*                    Director
Ruth Block                     

                               

         Signatures                           Titles
                               
JOHN H. BRYAN*                 Director
John H. Bryan                  
                               
                               
ERROLL B. DAVIS, JR.*          Director
Erroll B. Davis Jr.            
                               
                               
RICHARD FERRIS*                Director
Richard Ferris                 
                               
                               
F. A. MALJERS*                 Director
F. A. Maljers                  
                               
                               
ARTHUR C. MARTINEZ*            Director
Arthur C. Martinez             
                               
                               
WALTER E. MASSEY*              Director
Walter E. Massey               
                               
                               
MARTHA R. SEGER*               Director
Martha R. Seger                
                               
                               
THEODORE M. SOLSO*             Director
Theodore M. Solso              
                               
                               
MICHAEL WILSON*                Director
Michael Wilson                 
                               
                               
*By                            
                               
JOHN L. CARL                   Individually and as Attorney-in-Fact
John L. Carl                   

                                                                   
                            SCHEDULE II

                         AMOCO CORPORATION
                    ___________________________
                                 
               VALUATION AND QUALIFYING ACCOUNTS(1)
                                 
                  For the Year Ended December 31,
                       (millions of dollars)

                                   Additions                
                     Balance   Charged                      
                       at      to costs  Charged    Deduc-  Balance
                    beginning    and     to other   tions   at end
    Description      of year   expenses  accounts    (2)    of year
1997                                                               
Allowance for                                                      
doubtful notes and                                                 
accounts receivable      $ 17     $  7       $ --     $ 14     $ 10
                                                                   
1996                                                               
Allowance for                                                      
doubtful notes and                                                 
accounts receivable        16        4         --        3       17
                                                                   
1995                                                               
Allowance for                                                      
doubtful notes and                                                 
accounts receivable        23        7         --       14       16
                                                                   
                                                                    
                                                                    
(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.


                         AMOCO CORPORATION
                    ___________________________
                                 
                         INDEX TO EXHIBITS

Exhibit                                                           
Number                       Exhibit
                                                                  
3(a)    The Amended Articles of Incorporation of the registrant,  *
        and amendments thereto.                                   
                                                                  
3(b)    The Amended By-laws of the registrant dated               *
        January 27, 1998.                                         
                                                                  
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 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)   Employment arrangements between the registrant            
        and Enrique J. Sosa are incorporated by reference to      
        Exhibit 10(b) to the registrant's Annual Report on        
        Form 10-K for the year ended December 31, 1996.           
          --Employment Agreement dated November 22, 1995;         
          --Letter Agreement amending Employment                  
            Agreement dated October 28, 1996;                     
          --Restricted Stock Agreement under the 1991             
            Incentive Program of Amoco Corporation and            
            its Participating Subsidiaries, dated                 
            October 2, 1995;                                      
          --Stock Option Agreement under the 1991 Incentive       
            Program of Amoco Corporation and its Participating    
            Subsidiaries, dated March 26, 1996.                   
          --Stock Option Agreement under the 1991 Incentive       
            Program of Amoco Corporation and its                  
            Participating Subsidiaries, dated October 2, 1995;    

*Included herein.


10 (b)    --Deferred Sign-On Bonus Agreement, dated               
(cont.)     September 25, 1995.                                   
          --Stock Option Agreement under the 1991 Incentive       *
            Program of Amoco Corporation and its Participating    
            Subsidiaries, dated March 25, 1997;                   
                                                                  
10(c)   The 1986 Management Incentive Program of Amoco            
        Corporation and its Participating Subsidiaries, as        
        amended through April 25, 1989, is incorporated 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 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 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, as amended and restated       
        effective November 1, 1996 is incorporated by reference   
        to Exhibit 10(e) to the registrant's Annual Report        
        on Form 10-K for the year ended December 31, 1996.        
                                                                  
10(f)   Restricted Stock Plan for Non-Employee Directors and      
        Retainer Stock Plan for Non-Employee Directors are        
        incorporated by reference to pages 20 through 26 of       
        the registrant's Proxy Statement dated March 16, 1989.    
                                                                  
10(g)   Amoco Employee Savings Plan as amended and                *
        restated, effective July 1, 1996.                         
          --Seventh Amendment of Amoco Employee Savings Plan      *
            effective January 11, 1998.                           
          --Sixth Amendment of Amoco Employee Savings Plan        *
            effective January 1, 1998.                            
          --Fifth Amendment of Amoco Employee Savings Plan        *
            effective December 1, 1997.                           
          --Fourth Amendment of Amoco Employee Savings Plan       *
            effective January 1, 1998.                            
          --Third Amendment of Amoco Employee Savings Plan        *
            effective December 31, 1997.                          
          --Second Amendment of Amoco Employee Savings Plan       *
            effective October 1, 1997.                            
                                                                  
*Included herein.                                                 


10(g)     --Third Amendment of Amoco Employee Savings Plan        *
(cont.)     effective March 1, 1997.                              
                                                                  
10(h)   Deferral and Restoration Plans are incorporated           
        by reference to Exhibit 10(h) to the registrant's         
        Annual Report on Form 10-K for the year ended             
        December 31, 1995.                                        
          --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.              
                                                                  
10(i)   Amoco Fabrics and Fibers Company Hourly 401(k) Savings    
        Plan ("AFFC Hourly Plan") as amended and restated,        
        effective January 1, 1996 is incorporated by reference    
        to Exhibit 10(i) to the registrant's Annual Report on     
        Form 10-K for the year ended December 31, 1995.           
        Amendments to the AFFC Hourly Plan effective              
        November 1, 1996 are incorporated by reference to         
        Exhibit 10(i) to the registrant's Annual Report on        
        Form 10-K for the year ended December 31, 1996.           
                                                                  
10(j)   Amoco Fabrics and Fibers Company Salaried 401(k)          
        Savings Plan, effective January 1, 1996, and              
        amendments to such plan effective November 1, 1996        
        are incorporated by reference to Exhibit 10(j) to the     
        registrant's Annual Report on Form 10-K for the year      
        ended December 31, 1996.                                  
                                                                  
10(k)   Deferral and Restoration Plans are incorporated by        
        reference to Exhibit 10(k) to the registrant's Annual     
        Report or Form 10-K for the year-ended December 31, 1996  
          --Amoco Performance Share Restoration Plan,             
            amended and restated effective as of                  
            January 1, 1997;                                      
          --Deferral Savings Restoration Plan of Amoco            
            Corporation and Participating Companies,              
            amended and restated as of November 1, 1996;          
                                                                  
*Included herein.                                                 


10(k)     --ERISA Savings Restoration Plan of Amoco             
(cont.)     Corporation and Participating Companies,            
            amended and restated as of November 1, 1996;        
          --Amoco Corporation Directors' Deferred Fee           
            Plan, as amended and restated effective             
            November 1, 1996; and                               
          --Amoco Corporation Bonus Deferral Plan for           
            1991 Incentive Program, as amended and              
            restated effective November 1, 1996.                
                                                                
11      Computation of Basic and Diluted Net Income Per Share  *
        for the three years ended December 31, 1997.            
                                                                
12      Statement Setting Forth Computation of Ratio of        *
        Earnings to Fixed Charges for the five years ended      
        December 31, 1997.                                      
                                                                
13      None.                                                   
                                                                
16      None.                                                   
                                                                
18      None.                                                   
                                                                
21      Subsidiaries of the registrant                         *
                                                                
22      None.                                                   
                                                                
23      Consent of Price Waterhouse LLP.                       *
                                                                
24      Powers of Attorney are incorporated by reference to     
        Exhibit 24 to the registrant's Annual Report on         
        Form 10-K for the period ended December 31, 1995 or     
        to
        Exhibit 24 to the registrant's Annual Report on Form    
        10-K for the year ended December 31, 1996.              
                                                                
27      Financial Data Schedule for the year ended             *
        December 31, 1997.                                      
                                                                
28      None.                                                   

*Included herein.