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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  No Fee Required

For the fiscal year ended December 31, 1996 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, 1997, was 100 shares.

                DOCUMENTS INCORPORATED BY REFERENCE
       1996 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  and  selected
other  activities. 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  1996  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 1996 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

1996 Compared With 1995

      The  Company  earned $2,402 million in 1996  compared  with
$1,798  million in 1995. Benefiting 1996 earnings  was  a  third-
quarter  gain of $97 million from the sale of Amoco's polystyrene
foam  products business, and a fourth-quarter gain of $90 million
from  the drawdown of inventories valued under the last-in first-
out  ("LIFO") method. 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". Also included in 1995  earnings
was an $83 million gain related to the sale of Amoco Motor Club.

      Adjusting both years for special items, 1996 earnings  were
$2,215 million compared with 1995 earnings of $2,002 million. The
increase in 1996 results reflected an increase in exploration and
production  earnings  primarily driven by higher  crude  oil  and
natural  gas  prices  and an increase in  worldwide  natural  gas
production.  Offsetting  this increase were  lower  chemical  and
petroleum product results, primarily reflecting lower margins.

     Sales and other operating revenues totaled $28.7 billion for
1996,  an  increase of 17 percent over the $24.4 billion recorded
in  1995.  Refined product revenues increased due to higher  U.S.
gasoline  prices  and sales volumes. Crude oil  and  natural  gas
revenues  increased  as  a  result  of  higher  prices.  Chemical
revenues   declined   slightly  reflecting   lower   prices   and
divestments  offset  by  higher  sales  volumes  associated  with
capacity additions and acquisitions.

      Total  costs  and  expenses increased 13 percent  in  1996.
Purchased   crude  oil,  natural  gas,  petroleum  products   and
merchandise  costs increased 26 percent due to higher  crude  oil
and natural gas prices and volumes.

      Selling  and administrative expenses for 1996 increased  by
$191  million  over 1995. Included in selling and  administrative
expenses  was unfavorable currency effects of $73 million  before
tax  in  1996  compared with favorable currency  effects  of  $17
million before tax in 1995.

      Depreciation,  depletion, amortization and retirements  and
abandonments ("DD&A") decreased $318 million compared with  1995.
Included  in  1995 DD&A were impairment charges of  $441  million
associated with the adoption of SFAS No. 121.

      Interest  expense  other  than  affiliates  decreased  $127
million  in  1996, reflecting lower interest related  to  revised
estimates of tax obligations.


Liquidity and Capital Resources

     Cash flows from operating activities totaled $3.5 billion in
1996, compared with $3.7 billion in 1995. Working capital totaled
$1,435  million at December 31, 1996, compared with $725  million
at  December 31, 1995. The Company's current ratio was 1.29 to  1
at year-end 1996, compared with 1.16 to 1 at year-end 1995. 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.

       Debt  to  debt-plus-equity  ratio  on  outstanding  public
obligations was 17.4 percent at December 31, 1996, compared  with
20  percent at December 31, 1995. Including debt with affiliates,
the ratio was 36.8 at December 31, 1996, and 40.7 percent at year-
end 1995.

     The Company believes that its strong financial position will
permit the financing of business needs and opportunities as  they
arise.  To  maintain flexibility, a shelf registration  statement
for  $500  million in debt securities remains on  file  with  the
Securities  and  Exchange Commission to permit  ready  access  to
capital markets.

      Amoco Corporation and Amoco Company guarantee the notes and
debentures  of  Amoco  Canada Petroleum Company  Ltd.  and  Amoco
Argentina  Oil  Company  ("Amoco  Argentina").  In  1995,   Amoco
Argentina,  an indirect wholly owned subsidiary of  the  Company,
filed a shelf registration with the SEC for $200 million in  debt
securities,  of  which  $100  million  in  debt  securities  were
subsequently  issued. In early 1997, the $100  million  remaining
under this registration was issued.

      Proceeds  from  dispositions of property and  other  assets
included  $310  million  received from the  sale  of  Amoco  Foam
Company to a unit of Tenneco Inc.

      On  March  1,  1996, Albemarle Corporation's  ("Albemarle")
alpha-olefins,   poly  alpha  olefins  and   synthetics   alcohol
businesses were purchased for $535 million. The purchase involved
about 550 employees and assets in Texas and Belgium.

       Capital   and  exploration  expenditures,  excluding   the
Albemarle  acquisition, totaled $3,994 million for 1996  compared
with  $3,436  million spent during 1995. The increase  over  1995
reflected  planned  increases in spending in  growth  areas.  The
majority  of  spending  occurred in  exploration  and  production
operations.

     Investments in affiliates totaled $1,464 million at December
31,   1996.  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.

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

                               1996      1995      1994
Debt to debt-plus-equity                             
ratio on outstanding                                 
public debt obligations ...    17.4      20.0      18.8
Debt to debt-plus-                                   
equity ratio including                               
debt with affiliates ......    36.8      40.7      39.6
Current ratio .............    1.29      1.16      1.30
Ratio of earnings to                                 
fixed charges* ............    14.2      11.6      20.4
                                                     

*  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 5.5 as of December 31, 1996, 4.4 as of December  31,
1995, and 13.0 as of December 31, 1994.
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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     9
                                                       
Supplemental Information:                              
     Supplemental Oil and Gas Exploration and          
       Production Activities .......................   10
                                                       
     Quarterly Financial Data ......................   10
                                                       
      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 1996 audited  consolidated
financial  statements. Such financial statements,  together  with
the  Report  of Independent Accountants thereon of  Amoco's  1996
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,
                               
                                  1996       1995       1994
                                   (millions of dollars)
Revenues:                                            
  Sales and other operating                          
    revenues ...............   $28,669    $24,404    $23,619
  Consumer excise taxes ....     3,386      3,339      3,409
  Other income .............       574        596        813
    Total revenues .........    32,629     28,339     27,841
                                                     
Costs and Expenses:                                  
  Purchased crude oil,                               
    natural gas, petroleum                           
    products and merchandise    16,067     12,778     12,330
  Operating expenses .......     4,091      3,991      4,190
  Petroleum exploration                              
    expenses, including                              
    exploratory dry holes ..       548        498        514
  Selling and administrative                         
    expenses ...............     1,909      1,718      1,901
  Taxes other than income                            
    taxes ..................     4,129      3,954      4,087
  Depreciation, depletion,                           
    amortization, and                                
    retirements and                                  
    abandonments ...........     1,986      2,304      1,894
  Interest expense:                                  
    Affiliates..............       496        491         86
    Other...................        53        180        151
  Net income applicable to                           
    Minority interest.......         6          5          -
    Total costs and expenses    29,285     25,919     25,153
                                                     
Income before income taxes .     3,344      2,420      2,688
Income taxes ...............       942        622        810
Net income .................   $ 2,402    $ 1,798    $ 1,878
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<PAGE>                                                     
                        AMOCO COMPANY
                              
                              
   CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION

                                               December 31,
                                              1996        1995
                   ASSETS                  (millions of dollars)
Current Assets:                                        
  Cash ................................... $   222     $   145
  Marketable securities--at cost .........     767         855
  Accounts and notes receivable (less                  
    allowances of $14 at December 31,                  
    1996, and $12 at December 31, 1995) ..   3,899       2,744
  Inventories ............................     820         870
  Prepaid expenses and income taxes ......     653         689
    Total current assets .................   6,361       5,303
                                                       
Investments and Other Assets:                          
  Affiliates .............................   1,464       1,428
  Other ..................................   1,376       1,063
                                             2,840       2,491
Properties--at cost, less accumulated                  
  depreciation, depletion and amorti-                  
  zation of $24,151 at December 31, 1996,              
  and $23,337 at December 31, 1995 (The                
  successful efforts method of accounting              
  is followed for costs incurred in oil                
  and gas producing activities) ..........  20,007      18,532
    Total assets ......................... $29,208     $26,326
                                                       
    LIABILITIES AND SHAREHOLDER'S EQUITY               
Current Liabilities:                                   
  Current portion of long-term obligations $    74     $   196
  Short-term obligations .................     442         266
  Accounts payable .......................   2,663       2,496
  Accrued liabilities ....................     916         948
  Taxes payable (including income taxes) .     831         672
    Total current liabilities ............   4,926       4,578
                                                       
Long-Term Obligations:                                 
  Affiliate debt .........................   4,731       4,608
  Other debt .............................   2,190       2,177
  Capitalized leases .....................      76           -
                                             6,997       6,785
                                                       
Deferred Credits and Other Non-Current Liabilities:    
  Income taxes ...........................   2,592       2,502
  Other ..................................   1,932       1,895
                                             4,524       4,397
  Minority Interest ......................     131         110
  Shareholder's Equity ...................  12,630      10,456
    Total liabilities and shareholder's                
      equity ............................. $29,208     $26,326
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<PAGE>                                                       
                        AMOCO COMPANY
                              
                              
       CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS

                                         Year Ended December 31,
                                          1996      1995      1994
                                          (millions of dollars)
Cash Flows From Operating Activities:                      
  Net income ......................... $ 2,402   $ 1,798   $ 1,878
  Adjustments to reconcile net                             
    income to net cash provided by                         
    operating activities:                                  
  Depreciation, depletion,                                 
    amortization, and retirements                          
    and abandonments .................   1,986     2,304     1,894
  (Increase) decrease in receivables .  (1,290)      142      (361)
  Increase in payables                                     
    and accrued liabilities ..........     392        56       553
  Other ..............................      11      (575)       44
    Net cash provided by operating                         
      activities .....................   3,501     3,725     4,008
                                                           
Cash Flows From Investing Activities:                      
  Capital expenditures ...............  (3,351)   (2,938)   (2,131)
  Proceeds from dispositions of                            
    property and other assets ........     604       180       316
  Other ..............................    (731)     (738)     (145)
    Net cash used in investing                             
      activities .....................  (3,478)   (3,496)   (1,960)
                                                           
Cash Flows From Financing Activities:                      
  New long-term obligations ..........     265       412       118
  Repayment of long-term obligations .    (277)     (144)     (133)
  Distributions to Amoco Corporation .    (198)     (989)     (837)
  Issuance of preferred stock by                           
    affiliate ........................       -       100         -
  Increase (decrease) in short-term                        
    obligations ......................     176       154      (540)
    Net cash used in financing                             
      activities .....................     (34)     (467)   (1,392)
                                                           
(Decrease) increase in Cash and                            
  Marketable Securities ..............     (11)     (238)      656
Cash and Marketable Securities--                           
  Beginning of Year ..................   1,000     1,238       582
Cash and Marketable Securities--                           
  End of Year ........................ $   989   $ 1,000   $ 1,238
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<PAGE>                                                           
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 1996  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, 1996 and 1995 are as follows:


               Revenues       Operating Profit*    Net Income*
             1996     1995      1996     1995      1996    1995
First ...  $7,404   $6,739    $  899   $  679    $  598  $  446
Second ..  $8,026   $7,195    $  803   $  810    $  510  $  502
Third ...  $8,272   $7,062    $  908   $  926    $  566  $  606
Fourth ..  $8,927   $7,343    $1,125   $  368    $  728  $  244
                                                         

* Net income in the fourth quarter of 1996 included a gain of $90
million  related  to  LIFO inventory levels.  Third-quarter  1996
results  included a gain on the sale of Amoco's polystyrene  foam
products  business  of  $97 million. 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.

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.
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                          ______________
                              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  LLP  dated February 26, 1997,  appearing
             in  Amoco Corporation's 1996 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 1996 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, 1996.
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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 21st day of March, 1997.


                                          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 21, 1997.

         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)


   JUDITH G. BOYNTON           Vice President and Controller
   Judith G. Boynton          (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, 1996.                     *
                                                                
13      Amoco Corporation's 1996 Annual Report on               
        Form 10-K is incorporated herein by reference           
        as described in this 1996 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, 1996.                                *
                                                                
28      None.                                                   
____________
* Included herein.
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