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             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  Fee Required

For the fiscal year ended December 31, 1995 or

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

For the transition period from            to            .

Commission file number: 1-8888

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

          DELAWARE                              36-3353184
(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 on
   Title of each class                 which registered
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  the  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.
     Number  of shares outstanding as of March 21, 1996, was  100
shares.

                DOCUMENTS INCORPORATED BY REFERENCE
       1995 Annual Report on Form 10-K of Amoco Corporation

      Registrant  meets  the  conditions  set  forth  in  General
Instructions J(1)(a) and (b) of Form 10-K and is therefore filing
this form with reduced disclosure format.
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                        AMOCO COMPANY
                              
                              
                           PART I

Items 1. and 2.  Business and Properties

      Amoco Company, a Delaware corporation (the "Company"),  the
principal  wholly  owned  subsidiary  of  Amoco  Corporation,  an
Indiana  corporation ("Amoco"), functions as the holding  company
for   substantially  all  of  Amoco's  petroleum   and   chemical
operations,  except  Canadian petroleum  operations.   Amoco  has
guaranteed  all presently outstanding public debt obligations  of
Amoco  Company.  The principal wholly owned subsidiaries  of  the
Company  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.


      Since  the  Company's operations are similar  to  those  of
Amoco,  except  for  Canadian petroleum operations  and  selected
other  activities, the information contained in Items 1.  and  2.
"Business  and  Properties"  of Amoco Corporation's  1995  Annual
Report  on  Form   10-K  is  incorporated  herein  by  reference.
Information   related   to  Canadian  petroleum   operations   is
identified separately therein and is not incorporated herein.

Item 3.  Legal Proceedings

      The  information required by this item is  incorporated  by
reference to Item 3 of Amoco Corporation's 1995 Annual Report  on
Form 10-K.

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

     Not required.
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                         _________________
                              PART II

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

      All  of the common stock of the registrant is owned by  its
parent company; therefore, there is no market for such stock.

Item 6.  Selected Financial Data

     Not required.

Item 7.  Management's Narrative Analysis of Results of Operations

Results of Operations

1995 Compared With 1994

      The  Company  earned $1,798 million in 1995  compared  with
$1,878  million in 1994.  Adversely affecting 1995 earnings  were
non-cash charges of $287 million associated with the adoption  of
Statement  of  Financial Accounting Standards ("SFAS")  No.  121,
"Accounting for the Impairment of Long-Lived Assets and for Long-
Lived  Assets  to Be Disposed Of."  SFAS No. 121  requires  long-
lived  assets  with recorded values that are not expected  to  be
recovered through future cash flows to be written down to current
fair  value.   Also included in 1995 earnings was an $83  million
gain  related to the sale of Amoco Motor Club.  Results for  1994
benefited from settlements of crude oil excise taxes ("COET")  of
$270 million, a gain of $45 million related to the disposition of
certain  European  oil  and gas properties  and  tax  adjustments
relating   to  prior  years  totaling  $63  million.    Adversely
affecting  1994  earnings were after-tax charges of  $60  million
pertaining  to  provision  for future  environmental  remediation
expenditures  relating  to  past  operations,  and  restructuring
charges  of  $149  million. Of this latter  amount,  $51  million
related to employee-termination costs.  The remaining $98 million
was  attributable to a reduction in carrying value of assets that
have been divested.

      Adjusting both years for special items, 1995 earnings  were
$2,002  million  compared with 1994 earnings of  $1,709  million.
The  increase in 1995 results of operations primarily represented
higher  chemical earnings resulting from both higher volumes  and
margins  across  most product lines, and strong  exploration  and
production  (E&P)  earnings overseas.  These strong  results,  as
well   as  continuing  efficiency  improvements  throughout   the
organization,  more  than  offset lower  U.S.  petroleum  product
margins and lower U.S. natural gas prices.

     Sales and other operating revenues totaled $24.4 billion for
1995,  slightly  higher than $23.6 billion  for  1994.   Chemical
revenues improved 11 percent reflecting higher sales volumes  and
prices  for major product lines. Natural gas revenues were  lower
by 7 percent primarily reflecting lower U.S. natural gas prices.

      Total  costs  and  expenses increased 3  percent  in  1995.
Operating  expenses were about the same as 1994  after  adjusting
1994  operating expenses for before-tax restructuring charges  of
$150  million  related  to various facility  closings  and  asset
dispositions.    In  1995,  expense  reductions  resulting   from
restructuring efforts offset increased costs to support  expanded
chemical  activities  and higher planned and  unplanned  refinery
maintenance expenses.

      Exploration expenses decreased $16 million primarily due to
lower  overseas  dry  hole  costs.   Selling  and  administrative
expenses  for  1995  were  down 10 percent.   The  1994  expenses
included before-tax restructuring charges of $79 million  related
to   employee-termination  costs.   The  1995  expenses  included
favorable  currency  effects of $17 million before  tax  compared
with  adverse currency effects of $31 million before tax in 1994.
Depreciation,   depletion,  amortization,  and  retirements   and
abandonments totaled $2,304 million in 1995, an increase of  $410
million  over 1994, reflecting impairment charges of $441 million
associated with the adoption of SFAS No. 121.

      Interest  expense was $434 million higher in 1995  than  in
1994, due to interest on intercompany notes from affiliates.  The
higher  interest  expense  with  affiliates  reflects  the   1994
transfer  of  95  percent ownership of certain European  chemical
operations to Amoco Corporation.


 Liquidity and Capital Resources

      Cash flows from operating activities generated $3.7 billion
in 1995, compared with $4 billion in 1994.

      The  debt  to debt-plus-equity ratio on outstanding  public
obligations  was 20 percent at December 31, 1995,  compared  with
18.8   percent  at  December  31,  1994.  Including   debt   with
affiliates,  the ratio was 40.7 at December 31,  1995,  and  39.6
percent at year-end 1994.

      Working capital totaled $725 million at December 31,  1995,
compared with $1,257 million at December 31, 1994.  The Company's
current ratio was 1.16 to 1 at year-end 1995, compared with  1.30
to  1  at  year-end 1994.  As a matter of policy,  Amoco  Company
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  Company
has ready access to both short- and long-term debt markets.

       During 1995, 8.9 million shares of Amoco's common stock in
excess  of amounts needed for benefit plan purposes were acquired
by  the  Company  at  a cost of $601 million. During  the  fourth
quarter,  the Company transferred the stock to Amoco Corporation.
During  December,  1995,  Amoco Company purchased  an  additional
620,000 shares of Amoco Corporation at a cost of $43 million.

     Investments in affiliates totaled $1,428 million at December
31,  1995.   The  investments  reflect  the  Company's  remaining
interest  in  certain European chemical operations, of  which  95
percent  ownership was transferred to Amoco Corporation in  1994.
Also   reflected   were   the  Company's   purchases   of   Amoco
Corporation's common stock.

      Amoco Corporation and Amoco Company guarantee the notes and
debentures   of  Amoco Canada Petroleum Company  Ltd.  and  Amoco
Argentina Oil Company.

       The   following   table  summarizes   selected   liquidity
information for the last three years as of December 31:

                               1995      1994       1993
Debt to debt-plus-
equity ratio on
outstanding public
debt obligations ........      20.0      18.8       16.8

Debt to debt-plus-
equity ratio including
debt with affiliates.....      40.7      39.6       16.8

Current ratio ...........      1.16      1.30       1.10

Ratio of earnings to
fixed charges* ..........      11.6      20.4       13.2

*  Earnings  consist  of  income before income  taxes  and  fixed
charges;  fixed  charges include interest on  outstanding  public
debt  obligations, rental expense representative of  an  interest
factor,  and adjustments for certain companies accounted  for  by
the  equity method. Including  debt with affiliates, the ratio of
earnings to fixed charges was 4.4 and 13.0 as of December 31, 1995
and 1994, respectively.

Item 8.  Financial Statements and Supplemental Information

Index to Financial Statements and Supplemental Information

                                                         Page
Financial Statements:
     Basis of Financial Statement Preparation .....        6

     Condensed Consolidated Statement of Income ...        7

     Condensed Consolidated Statement of
       Financial Position .........................        8

     Condensed Consolidated Statement of Cash Flows       10

Supplemental Information:
     Supplemental Oil and Gas Exploration and
     Production Activities ........................       11

     Quarterly Financial Data .....................       11
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      Separate  financial statements 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.

Financial Statements

Basis of Financial Statement Preparation

      The  Company is a wholly owned subsidiary of Amoco and  its
presently  outstanding public debt securities are  guaranteed  by
Amoco.   Pursuant  to  Securities and Exchange  Commission  Staff
Accounting  Bulletin  No. 53, summarized financial  data  of  the
Company  appear  in  a note to Amoco's 1995 audited  consolidated
financial  statements.  Such financial statements, together  with
the  Report  of Independent Accountants thereon of  Amoco's  1995
Annual Report on Form 10-K are incorporated herein by reference.

      The unaudited condensed financial statements of the Company
contained  herein  do not include all information  and  footnotes
necessary  for  a complete presentation of results of  operations
and  financial  position  in conformity with  generally  accepted
accounting  principles  and should be read  in  conjunction  with
Amoco's audited consolidated financial statements.
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                        AMOCO COMPANY
                              
         CONDENSED CONSOLIDATED STATEMENT OF INCOME

                                  Year Ended December 31,
                               
                                  1995       1994       1993
                                   (millions of dollars)
Revenues:                                            
  Sales and other operating                          
    revenues ...............   $24,404    $23,619    $22,885
  Consumer excise taxes ....     3,339      3,409      2,812
  Other income .............       596        813        233
    Total revenues .........    28,339     27,841     25,930
                                                     
Costs and Expenses:                                  
  Purchased crude oil,                               
    natural gas, petroleum                           
    products and merchandise    12,778     12,330     11,761
  Operating expenses .......     3,991      4,190      4,075
  Petroleum exploration                              
    expenses, including                              
    exploratory dry holes ..       498        514        482
  Selling and administrative                         
    expenses ...............     1,718      1,901      1,632
  Taxes other than income                            
    taxes ..................     3,954      4,087      3,566
  Depreciation, depletion,                           
    amortization, and                                
    retirements and                                  
    abandonments ...........     2,304      1,894      1,813
  Interest expense:                                  
   Affiliates..............        491         86          2
   Other...................        180        151        172
  Net income applicable to                           
   minority interest.......          5          -          -
   Total costs and expenses     25,919     25,153     23,503
                                                     
Income before income taxes .     2,420      2,688      2,427
Income taxes ...............       622        810        624
Net income .................   $ 1,798    $ 1,878    $ 1,803
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                        AMOCO COMPANY
                              
   CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION

                                               December 31,
                                              1995        1994
                   ASSETS                  (millions of dollars)
                                                       
Current Assets:                                        
 Cash.....................................  $  145     $   134
 Marketable securities--at cost...........     855       1,104
 Accounts and notes receivable (less                   
   allowances of $12 at December 31, 1995,             
   and $19 at December 31, 1994)..........   2,744       2,763
 Inventories..............................     870         836
 Prepaid expenses and income taxes........     689         562
   Total current assets...................   5,303       5,399
                                                       
Investments and Other Assets:                          
 Affiliates...............................   1,428         171
 Other....................................   1,063         914
                                             2,491       1,085
Properties--at cost, less accumulated                  
 depreciation, depletion and amorti-                   
 zation of $23,337 at December 31, 1995,               
 and $21,882 at December 31, 1994 (The                 
 successful efforts method of accounting               
 is followed for costs incurred in oil                 
 and gas producing activities)............  18,532      18,065
   Total assets........................... $26,326     $24,549
                                                       
   LIABILITIES AND SHAREHOLDER'S EQUITY                
                                                       
Current Liabilities:                                   
 Current portion of long-term obligations  $   196     $    24
 Short-term obligations...................     266         112
 Accounts payable.........................   2,496       2,217
 Accrued liabilities......................     948       1,124
 Taxes payable (including income taxes)...     672         665
   Total current liabilities..............   4,578       4,142
                                                       
Long-Term Debt:                                        
 Affiliates...............................   4,608       4,104
 Other debt...............................   2,177       2,086
                                             6,785       6,190
                                                       
Deferred Credits and Other Non-Current Liabilities:    
 Income taxes.............................   2,502       2,413
 Other....................................   1,895       2,171
                                             4,397       4,584
 Minority Interest........................     110           5
 Shareholder's Equity.....................  10,456       9,628
   Total liabilities and shareholder's                 
     equity............................... $26,326     $24,549
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Annual   maturities  of  long-term debt during  the   next   five
years,  including   the portion classified as current,  are  $196
million in 1996, $18  million in 1997, $117 million in 1998,  $80
million  in 1999 and $113 million in 2000.
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                        AMOCO COMPANY
                              
       CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS

                                         Year Ended December 31,
                                          1995      1994      1993
                                          (millions of dollars)
Cash Flows from Operating Activities:                      
 Net income..........................  $ 1,798   $ 1,878   $ 1,803
 Adjustments to reconcile net                              
   income to net cash provided by                          
   operating activities:                                   
 Depreciation, depletion,                                  
   amortization, and retirements                           
   and abandonments .................    2,304     1,894     1,813
 Increase (decrease) in receivables        142      (361)     (131)
 Decrease (increase) in payables                           
   and accrued liabilities ..........       56       553      (573)
 Other...............................     (575)       44       555
   Net cash provided by operating                          
     activities .....................    3,725     4,008     3,467
                                                           
Cash Flows From Investing Activities:                      
 Capital expenditures................   (2,938)   (2,131)   (2,472)
 Proceeds from dispositions of                             
 property and other assets...........      180       316       217
 Other...............................     (738)     (145)      (87)
   Net cash used in investing                              
     activities .....................   (3,496)   (1,960)   (2,342)
                                                           
Cash Flows From Financing Activities:                      
 New long-term obligations...........      412       118       473
 Repayment of long-term obligations .     (144)     (133)   (1,358)
 Distributions to Amoco Corporation .     (989)     (837)   (1,284)
 Issuance of preferred stock by                            
   affiliate.........................      100         -         -
 Increase (decrease) in short-term                         
   obligations ......................      154      (540)      651
   Net cash used in financing                              
     activities .....................     (467)   (1,392)   (1,518)
                                                           
(Decrease) increase in Cash and                            
 Marketable Securities ..............     (238)      656      (393)
Cash and Marketable Securities--                           
 Beginning of Year ..................    1,238       582       975
Cash and Marketable Securities--                           
 End of Year ........................  $ 1,000   $ 1,238   $   582

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Supplemental Information

1.   Supplemental Oil and Gas Exploration and Production Activities

      The  supplemental information about oil and gas exploration
and production activities for the Company is essentially the same
as  reported  by  Amoco, if Canadian exploration  and  production
information is excluded.  Therefore, the information with respect
to supplemental oil and gas exploration and production activities
is  incorporated by reference to Amoco Corporation's 1995  Annual
Report  on  Form 10-K.  Information related to Canadian petroleum
operations   is  identified  separately  therein   and   is   not
incorporated herein.

2.    Quarterly Financial Data

      Summarized quarterly financial data for the years ended
December 31, 1995 and 1994 are as follows:


               Revenues       Operating Profit*    Net Income*
             1995     1994      1995     1994      1995    1994
First ...  $6,739   $6,136    $  679   $  509    $  446  $  377
Second ..   7,195    7,397       810      596       502     561
Third ...   7,062    7,204       926      711       606     488
Fourth ..   7,343    7,104       368      654       244     452
                                                         

*  Net  income in the fourth quarter of 1995 included charges  of
$287  million  related to impairment of long-lived assets  and  a
gain  of  $83 million on the sale of Amoco Motor Club.   Earnings
for the second quarter of 1994 included benefits attributable  to
the  COET  settlement  of $270 million, and  charges  related  to
restructuring of $149 million.

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

     None.
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                          ______________
                             PART III

Item 10.  Directors and Executive Officers of the Registrant

     Not required.

Item 11.  Executive Compensation

     Not required.

Item 12.  Security Ownership of Certain Beneficial Owners and
Management

     Not required.

Item 13.  Certain Relationships and Related Transactions

     Not required.


                          ______________
                              PART IV

Item 14.  Exhibits, Financial Statement Schedules, and Reports on
Form 8-K
 
(a)  1 and 2.The  financial  statements,  supplemental  financial
             information   and  financial  statement   schedules,
             together   with   the  report   thereon   of   Price
             Waterhouse  dated  February 27, 1996,  appearing  in
             Amoco Corporation's 1995 Annual Report on Form  10-K
             are  incorporated by reference in  Item  8  of  this
             Form   10-K.    Information  related   to   Canadian
             petroleum   operations   is  identified   separately
             therein  and is not incorporated herein.   With  the
             exception of the aforementioned information and  the
             information  incorporated  in  Items  1,  2,  and  3
             hereof,  Amoco Corporation's 1995 Annual  Report  on
             Form  10-K is not deemed to be filed as part of this
             report.
             
             
     3.      Exhibits - See attached Index to Exhibits.


(b)  Reports on Form 8-K.

     No reports on Form 8-K were filed during the quarter ended
December 31, 1995.
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                         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 22nd day of March, 1996.


                                        Amoco Company
                                        (Registrant)



                                           JOHN L. CARL
                                           John L. Carl
                                           (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 22, 1996.

         Signatures                     Titles


   JOHN L. CARL                President and Director
   John L. Carl                (Principal Executive Officer)


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


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


   DANIEL B. PINKERT           Vice President and Director
   Daniel B. Pinkert
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                        AMOCO COMPANY
                              
                              
                      INDEX TO EXHIBITS
Exhibit
Number              Exhibit

3(a)   The Certificate of Incorporation of the
       registrant is incorporated herein by
       reference to Exhibit 3(a) to the
       registrant's Annual Report on Form 10-K
       for the year ended December 31, 1989.       --

3(b)   By-laws of the registrant are incorporated
       herein by reference to Exhibit 3(b) to the
       registrant's Annual Report on Form 10-K for
       the year ended December 31, 1989.               --

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     None.                                           --

11     None required.                                  --

12     Statement Setting Forth Computation of
       Ratio of Earnings to Fixed Charges for the
       five years ended December 31, 1995.

13     Amoco Corporation's 1995 Annual Report on
       Form 10-K is incorporated herein by reference
       as described in this 1995 Form 10-K.

16     None.                                           --

18     None.                                           --

19     None.                                           --

21     None required.                                  --

23     None required.                                  --

24     None.                                           --

27     Financial Data Schedule for the year
       ended December 31, 1995.

28     None.                                           --

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