<PAGE>
<PAGE>
               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: 1-8888

                                  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 20, 1998, was 100 shares.

                DOCUMENTS INCORPORATED BY REFERENCE
       1997 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.
<PAGE>
<PAGE>
                          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  1997  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 1997 Annual Report  on
Form 10-K.

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

     Not required.

                         _________________
                              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

1997 Compared With 1996

      The  Company  earned $2,274 million in 1997  compared  with
$2,402 million in 1996. 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 1998.

      Benefiting 1996 earnings was a 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.

      Adjusting  both years for these items, 1997  earnings  were
$2,003  million  compared with 1996 earnings of  $2,215  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 paraxylene.

     Sales and other operating revenues totaled $28.5 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  five percent, as  higher  sales  volumes
associated  with  capacity additions and acquisitions  more  than
offset  lower  prices.  Crude oil and refined  products  revenues
declined  eight and four percent, respectively, mainly reflecting
lower prices.

      Other  income  of $1,045 million in 1997 was  $471  million
above  1996,  primarily  reflecting the  gain  on  U.S.  non-core
exploration and production ("E&P") property dispositions.

      Costs and expenses totaled $30 billion, an increase of  two
percent  from  1996.  Operating expenses increased  nine  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  $225  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.

     Depreciation, depletion, amortization, and retirements and
abandonments for 1997 included charges of $133 million, 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.

Liquidity and Capital Resources

     Cash flows from operating activities totaled $3.7 billion in
1997, compared with $3.5 billion in 1996. Working capital totaled
$1,277 million at December 31, 1997, compared with $1,435 million
at  December 31, 1996. The Company's current ratio was 1.25 to  1
at  year-end 1997. 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 21.7 percent at December 31, 1997, compared  with
17.4   percent  at  December  31,  1996.  Including   debt   with
affiliates,  the ratio was 39.5 at December 31,  1997,  and  36.8
percent at year-end 1996.

     The Company believes that its strong financial position will
permit the financing of business needs and opportunities as  they
arise.  During  1997, Amoco Company issued $300 million  of  ten-
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.

      Amoco  Corporation and Amoco Company guarantee  the  notes,
bonds  and  debentures  of Amoco Canada  Petroleum  Company  Ltd.
Contingent liabilities of the Company include guarantees of  $200
million of outstanding loans of an equity affiliate.

      In  1997, proceeds from dispositions of property and  other
assets 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 included properties held for sale with a net
book value of $312 million.

      Proceeds from dispositions of property and other assets  in
1996  included  $310 million received from the  sale  of  Amoco's
polystyrene foam products business.

      New investments in 1997 included approximately $865 million
in cash for interests in Pan American Energy LLC in Argentina and
Empresa Petrolera Chaco in Bolivia. In 1996, the Company acquired
the alpha-olefins and related businesses of Albemarle Corporation
for $535 million.

      Capital and exploration expenditures, excluding the  above-
mentioned acquisitions, totaled $3,426 million for 1997  compared
with  $3,994  million  spent during 1996.  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 expansion of facilities.

     Investments in affiliates totaled $1,391 million at December
31,   1997.  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:

                               1997      1996      1995
Debt to debt-plus-equity                             
ratio on outstanding                                 
public debt obligations ...    21.7      17.4      20.0
Debt to debt-plus-                                   
equity ratio including                               
debt with affiliates ......    39.5      36.8      40.7
Current ratio .............    1.25      1.29      1.16
Ratio of earnings to                                 
fixed charges* ............    11.8      14.2      11.6
                                                     

*  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 5.0 as of December 31, 1997, 5.5 as of December  31,
1996, and 4.4 as of December 31, 1995.

Item 8.  Financial Statements and Supplemental Information

Index to Financial Statements and Supplemental Information

                                                       Page
Financial Statements:
     Basis of Financial Statement Preparation ......    7
                                                       
     Condensed Consolidated Statement of Income ....    8
                                                       
     Condensed Consolidated Statement of               
       Financial Position ..........................    9
                                                       
     Condensed Consolidated Statement of Cash Flows    10
                                                       
Supplemental Information:                              
     Supplemental Oil and Gas Exploration and          
       Production Activities .......................   11
                                                       
     Quarterly Financial Data ......................   11
                                                       
      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 1997 audited  consolidated
financial  statements. Such financial statements,  together  with
the  Report  of Independent Accountants thereon of  Amoco's  1997
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.
<PAGE>
<PAGE>
                          AMOCO COMPANY
                                
           CONDENSED CONSOLIDATED STATEMENT OF INCOME

                                  Year Ended December 31,
                               
                                  1997       1996       1995
                                   (millions of dollars)
Revenues:                                            
  Sales and other operating                          
    revenues ...............   $28,490    $28,669    $24,404
  Consumer excise taxes ....     3,451      3,386      3,339
  Other income .............     1,045        574        596
    Total revenues .........    32,986     32,629     28,339
                                                     
Costs and Expenses:                                  
  Purchased crude oil,                               
    natural gas, petroleum                           
    products and merchandise    15,973     16,067     12,778
  Operating expenses .......     4,468      4,091      3,991
  Petroleum exploration                              
    expenses, including                              
    exploratory dry holes ..       529        548        498
  Selling and administrative                         
    expenses ...............     1,823      1,915      1,723
  Taxes other than income                            
    taxes ..................     4,141      4,129      3,954
  Depreciation, depletion,                           
    amortization, and                                
    retirements and                                  
    abandonments ...........     2,043      1,986      2,304
  Interest expense:                                  
    Affiliates..............       509        496        491
    Other...................       265         53        180
    Total costs and expenses    29,751     29,285     25,919
                                                     
Income before income taxes .     3,235      3,344      2,420
Income taxes ...............       961        942        622
Net income .................   $ 2,274    $ 2,402    $ 1,798
<PAGE>
                                                     
<PAGE>
                          AMOCO COMPANY
                                
     CONDENSED CONSOLIDATED STATEMENT OF FINANCIAL POSITION

                                               December 31,
                                              1997        1996
                   ASSETS                  (millions of dollars)
Current Assets:                                        
  Cash ................................... $    78     $   222
  Marketable securities--at cost .........     768         767
  Accounts and notes receivable (less                  
    allowances of $7 at December 31,                   
    1997, and $14 at December 31, 1996) ..   3,676       3,899
  Inventories ............................     876         820
  Prepaid expenses, income taxes and other   1,044         653
    Total current assets .................   6,442       6,361
                                                       
Investments and Other Assets:                          
  Affiliates .............................   1,391       1,464
  Other ..................................   2,957       1,376
                                             4,348       2,840
Properties--at cost, less accumulated                  
  depreciation, depletion and amorti-                  
  zation of $23,798 at December 31, 1997,              
  and $24,151 at December 31, 1996 (The                
  successful efforts method of accounting              
  is followed for costs incurred in oil                
  and gas producing activities) ..........  19,272      20,007
    Total assets ......................... $30,062     $29,208
                                                       
    LIABILITIES AND SHAREHOLDER'S EQUITY               
Current Liabilities:                                   
  Current portion of long-term obligations $   146     $    74
  Short-term obligations .................     576         442
  Accounts payable .......................   2,497       2,663
  Accrued liabilities ....................     872         916
  Taxes payable (including income taxes) .   1,074         831
    Total current liabilities ............   5,165       4,926
                                                       
Long-Term Obligations:                                 
  Affiliate debt .........................   4,739       4,731
  Other debt .............................   2,791       2,190
  Capitalized leases .....................      80          76
                                             7,610       6,997
                                                       
Deferred Credits and Other Non-Current Liabilities:    
  Income taxes ...........................   2,781       2,592
  Other ..................................   1,882       1,932
                                             4,663       4,524
  Minority Interest ......................     119         131
  Shareholder's Equity ...................  12,505      12,630
    Total liabilities and shareholder's                
      equity ............................. $30,062     $29,208
<PAGE>
<PAGE>
                          AMOCO COMPANY
                                
         CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS

                                         Year Ended December 31,
                                          1997      1996      1995
                                          (millions of dollars)
Cash Flows From Operating Activities:                      
  Net income ......................... $ 2,274   $ 2,402   $ 1,798
  Adjustments to reconcile net                             
    income to net cash provided by                         
    operating activities:                                  
  Depreciation, depletion,                                 
    amortization, and retirements                          
    and abandonments .................   2,043     1,986     2,304
  Decrease(increase) in receivables ..     141    (1,290)      142
  (Decrease)increase in payables                           
    and accrued liabilities ..........     (48)      392        56
  Other ..............................    (747)       11      (575)
    Net cash provided by operating                         
      activities .....................   3,663     3,501     3,725
                                                           
Cash Flows From Investing Activities:                      
  Capital expenditures ...............  (2,897)   (3,351)   (2,938)
  Proceeds from dispositions of                            
    property and other assets ........   1,424       604       180
  New investments, advances and                            
    business acquisitions.............  (1,234)     (756)     (818)
  Other ..............................     214        25        80
    Net cash used in investing                             
      activities .....................  (2,493)   (3,478)   (3,496)
                                                           
Cash Flows From Financing Activities:                      
  New long-term obligations ..........   1,253       265       412
  Repayment of long-term obligations .    (380)     (277)     (144)
  Distributions to Amoco Corporation .  (2,320)     (198)     (989)
  Issuance of minority interest                            
    preferred stock...................       -         -       100
  Increase in short-term .............                     
    obligations ......................     134       176       154
    Net cash used in financing                             
      activities .....................  (1,313)      (34)     (467)
                                                           
Decrease in Cash and                                       
  Marketable Securities ..............    (143)      (11)     (238)
Cash and Marketable Securities--                           
  Beginning of Year ..................     989     1,000     1,238
Cash and Marketable Securities--                           
  End of Year ........................ $   846   $   989   $ 1,000
<PAGE>
<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 1997  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, 1997 and 1996 are as follows:


               Revenues       Operating Profit*    Net Income*
             1997     1996      1997     1996      1997    1996
First ...  $7,153   $7,404    $  892   $  899    $  556  $  598
Second ..  $7,826   $8,026    $  916   $  803    $  546  $  510
Third ...  $8,299   $8,272    $  999   $  908    $  468  $  566
Fourth ..  $9,708   $8,927    $1,013   $1,125    $  704  $  728
                                                         

*Fourth-quarter  1997  net  income 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. 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.

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

     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  LLP  dated February 24, 1998,  appearing
             in  Amoco Corporation's 1997 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 1997 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, 1997.
<PAGE>
<PAGE>
                           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 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 20, 1998.


        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        
<PAGE>
<PAGE>
                          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, 1997.                     *
                                                                
13      Amoco Corporation's 1997 Annual Report on               
        Form 10-K is incorporated herein by reference           
        as described in this 1997 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, 1997.                                *
                                                                
28      None.                                                   
____________
* Included herein.