AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JANUARY 28, 1997

REGISTRATION NO. 33-61389
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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POST-EFFECTIVE
AMENDMENT NO. 2
TO
FORM S-3

REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

AMOCO ARGENTINA OIL COMPANY
(Exact name of registrant as specified in its charter)

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DELAWARE 200 E. RANDOLPH DRIVE 13-6088332
(State or other jurisdiction of CHICAGO, ILLINOIS 60601 (I.R.S. Employer
incorporation or organization) (312-856-6111) Identification No.)

(Address, including zip code, and telephone number, including
area code, of registrant's principal executive offices)

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

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INDIANA 200 E. RANDOLPH DRIVE 36-1812780
(State or other jurisdiction of CHICAGO, ILLINOIS 60601 (I.R.S. Employer
incorporation or organization) (312-856-6111) Identification No.)

(Address, including zip code, and telephone number, including
area code, of registrant's principal executive offices)

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

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DELAWARE 200 E. RANDOLPH DRIVE 36-3353184
(State or other jurisdiction of CHICAGO, ILLINOIS 60601 (I.R.S. Employer
incorporation or organization) (312-856-6111) Identification No.)

(Address, including zip code, and telephone number, including
area code, of registrant's principal executive offices)

S. F. GATES, ESQ.
VICE PRESIDENT AND GENERAL COUNSEL
AMOCO CORPORATION
200 E. RANDOLPH DRIVE
CHICAGO, ILLINOIS 60601
(312-856-5474)

(Name, address, including zip code, and telephone number,
including area code, of agent for service for registrants)

COPY TO:
GLENN M. REITER, ESQ.
SIMPSON THACHER & BARTLETT
425 LEXINGTON AVENUE
NEW YORK, NEW YORK 10017

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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From time to
time after the effective date of this post-effective amendment to the
registration statement.

If the only securities being registered on this Form are being offered pursuant
to dividend or interest reinvestment plans, please check the following box. / /

If any of the securities being registered on this Form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, please check the following box. /X/

If this Form is filed to register additional securities for an offering pursuant
to Rule 462(b) under the Securities Act of 1933, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. / / ____________

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act of 1933, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. / / ____________

If delivery of the prospectus is expected to be made pursuant to Rule 434 under
the Securities Act of 1933, please check the following box. / /

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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.*

Registration Fee......................................................... $ 68,966
Fees and Expenses of Trustee and its Counsel............................. 10,000
Printing and Engraving................................................... 35,000
Fees of Argentine Counsel................................................ 45,000
Fees of Accountants...................................................... 100,000
Rating Agency Fees....................................................... 38,000
Partial Reimbursement of Underwriters' Expenses.......................... 295,000
Miscellaneous............................................................ 33,034
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$ 625,000
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* All amounts, other than the registration fee, are estimated and are subject to
future contingencies.

ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

Article VII, Section 6 of the Company's By-Laws provides that the Company
may indemnify officers and directors to the extent not inconsistent with the
laws of the State of Delaware. Article Ninth of Amoco Company's Certificate of
Incorporation provides for indemnification of officers, directors and others to
the extent permitted by Section 145 of the General Corporation Law of the State
of Delaware. Article VIII of Amoco's By-Laws provides for indemnification of
officers, directors, and others to the extent permitted by the Indiana Business
Corporation Law. Amoco maintains insurance policies under which officers,
directors, and others (including officers and directors of the Company and Amoco
Company) may be indemnified against certain losses arising from certain claims,
including claims under the Securities Act of 1933.

ITEM 16. EXHIBITS.

See Index to Exhibits on page II-7.

ITEM 17. UNDERTAKINGS.

The undersigned registrants hereby undertake:

(1) To file, during any period in which offers or sales are being made
of the securities registered hereby, a post-effective amendment to this
registration statement:

(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;

(ii) To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth in
this registration statement; and

(iii) To include any material information with respect to the plan
of distribution not previously disclosed in this registration statement
or any material change to such information in this registration
statement;

provided, however, that the undertakings set forth in paragraphs (1)(i) and
(1)(ii) above do not apply if the information required to be included in a
post-effective amendment by those paragraphs is contained in periodic reports
filed by any of the registrants pursuant to Section 13 or Section 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference in this
registration statement.

II-1

(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to
be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.

(4) If any of the registrants is a foreign private issuer, to file a
post-effective amendment to the registration statement to include any
financial statements required by Rule 3-19 of Regulation S-X at the start of
any delayed offering or throughout a continuous offering.

Amoco and Amoco Company hereby further undertake that, for purposes of
determining any liability under the Securities Act of 1933, each filing of said
registrants' annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in this
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
registrants pursuant to the foregoing provisions, or otherwise, each registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by a registrant of expenses incurred or
paid by a director, officer or controlling person of such registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, each registrant will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Act and will be governed by the final
adjudication of such issue.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Post-Effective
Amendment No. 2 to the Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Buenos Aires, Country of
Argentina, on January 28, 1997.

AMOCO ARGENTINA OIL COMPANY
(REGISTRANT)

By MICHAEL R. IVY
-----------------------------------------
Michael R. Ivy,
PRESIDENT

Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment No. 2 to the Registration Statement has been signed by
the following persons in the capacities indicated on January 28, 1997.

SIGNATURE TITLE
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* President and Legal Representative
------------------------------------------- (Principal Executive Officer)
(Michael R. Ivy)

** Treasurer (Principal Financial Officer)
-------------------------------------------
(Marsha C. Williams)

* Controller (Principal Accounting Officer)
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(L. G. Kulikovskis)

** Director
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(J. C. Burton)

** Director
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(Jerry M. Gross)

** Director
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(D. H. Welch)

*By MICHAEL R. IVY Individually and as Attorney-in-Fact
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Michael R. Ivy

**By MARSHA C. WILLIAMS Individually and as Attorney-in-Fact
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Marsha C. Williams

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SIGNATURES

AMOCO CORPORATION

(Registrant)

By JOHN L. CARL

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John L. Carl,
Executive Vice President and
Chief Financial Officer

SIGNATURE TITLE
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* Chairman of the Board, Chief Executive
----------------------------------------- Officer and Director (Principal Executive
(H. L. Fuller) Officer)

* President and Director
-----------------------------------------
(William G. Lowrie)

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

* Vice President and Controller (Principal
----------------------------------------- Accounting Officer)
(Judith G. Boynton)

* Director
-----------------------------------------
(Donald R. Beall)

* Director
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(Ruth Block)

* Director
-----------------------------------------
(John H. Bryan)

* Director
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(E. B. Davis, Jr.)

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SIGNATURE TITLE
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* Director
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(Richard Ferris)

* Director
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(F. A. Maljers)

* Director
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(Robert H. Malott)

Director
-----------------------------------------
Arthur C. Martinez

* Director
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(W. E. Massey)

* Director
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(Martha R. Seger)

Director
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Theodore M. Solso

* Director
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(Michael Wilson)

* Director
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(R. D. Wood)

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

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SIGNATURES

AMOCO COMPANY

(Registrant)

By W. R. HUTCHINSON

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W. R. Hutchinson,
Vice President and Treasurer

SIGNATURE TITLE
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* President and Director (Principal Executive
----------------------------------------- Officer)
(John L. Carl)

* Vice President, Treasurer and Director
----------------------------------------- (Principal Financial Officer)
(W. R. Hutchinson)

* Vice President and Controller (Principal
----------------------------------------- Accounting Officer)
(Judith G. Boynton)

* Vice President, Assistant Secretary and
----------------------------------------- Director
(Daniel B. Pinkert)

*By W. R. HUTCHINSON Individually and as Attorney-in-Fact
-----------------------------------------
W. R. Hutchinson

II-6

INDEX TO EXHIBITS

EXHIBIT
NUMBER EXHIBIT
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*1 -- Form of Underwriting Agreement and Standard Provisions for Underwriting Agreement.

*4(a) -- Form of Indenture dated as of September 7, 1995 among the Company, Amoco, Amoco Company, The Chase
Manhattan Bank (National Association), as Trustee, Co-Registrar and Principal Paying Agent and
The Chase Manhattan Bank, N.A. (Buenos Aires), as Registrar and Paying Agent.

*4(b) -- Form of Registered Security (contained as part of Exhibit 4(a)).

*4(c) -- Certificate of Incorporation of the Company.

*4(d) -- By-laws of the Company.

*5(a) -- Opinion and consent of U.S. counsel to the Company, Amoco and Amoco Company.

*5(b) -- Opinion and consent of Perez Alati, Grondona, Benites, Arntsen & Martinez de Hoz (h), Argentine
counsel to the Company, Amoco and Amoco Company.

*12(a) -- Statement re: Computation of Ratios of Earnings to Fixed Charges for the Company.

12(b) -- Statement re: Computation of Ratios of Earnings to Fixed Charges for Amoco. (Incorporated by
reference from Amoco September 30, 1996 Form 10-Q and Amoco 1995 Form 10-K.)

12(c) -- Statement re: Computation of Ratios of Earnings to Fixed Charges for Amoco Company. (Incorporated
by reference from Amoco Company's Quarterly Report on Form 10-Q for the period ended September
30, 1996 and Amoco Company's Annual Report on Form 10-K for the year ended December 31, 1995.)

*23(a) -- Consent of Price Waterhouse LLP.

*23(b) -- Consent of U.S. Counsel to the Company, Amoco and Amoco Company (contained as part of Exhibit
5(a)).

23(c) -- Consent of Perez Alati, Grondona, Benites, Arntsen & Martinez de Hoz, Jr., Argentine counsel to
the Company, Amoco and Amoco Company

*24 -- Powers of Attorney.

*25 -- Form T-1 Statement of Eligibility and Qualifications under the Trust Indenture Act of 1939 of The
Chase Manhattan Bank (National Association) (bound separately).

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*Previously filed.