<PAGE>   1

================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-Q
(Mark One)

[x]   QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
      EXCHANGE ACT OF 1934
For the quarterly period ended March 31, 1997

                                       OR

[ ]   TRANSITION PERIOD PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
      EXCHANGE ACT OF 1934
For the transition period from ____________________ to ________________________

                         Commission File Number 1-2475

                               SHELL OIL COMPANY
             (Exact Name of Registrant as Specified in its Charter)

                 Delaware                               13-1299890
         (State of Incorporation)         (I.R.S. Employer Identification No.)
                                           
     One Shell Plaza, Houston, Texas                      77002
 (Address of Principal Executive Offices)               (Zip Code)

       Registrant's Telephone Number, Including Area Code (713) 241-6161

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 (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.  Yes [ X ] NO [    ].

The number of shares of Common Stock, $10.00 par value, outstanding as of April
30, 1997 - 1,000 shares.

                          ---------------------------

                        OMISSION OF CERTAIN INFORMATION

In accordance with General Instruction H of Form 10-Q, the registrant is
omitting Part II, Items 2, 3, and 4 because: 
(1) Royal Dutch Petroleum Company, a Netherlands company, and the "Shell"
Transport and Trading Company, p.l.c, an English company, each of which is a
reporting company under the Securities Exchange Act of 1934 that has filed all
material required to be filed by it pursuant to Section 13, 14, or 15(d)
thereof, own directly or indirectly 60 percent and 40 percent, respectively, of
the shares of the companies of the Royal Dutch/Shell Group of Companies,
including all the equity securities of the registrant; and (2) during the
preceding thirty-six calendar months and any subsequent period of days, there
has not been any material default in the payment of principal, interest,
sinking or purchase fund installment, or any other material default not cured
within thirty days with respect to any indebtedness of the registrant or its
subsidiaries, and there has not been any material default in the payment by the
registrant or its subsidiaries of rentals under material long-term leases.

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<PAGE>   2
                         PART I. FINANCIAL INFORMATION

                       SHELL OIL COMPANY AND SUBSIDIARIES
                        CONSOLIDATED STATEMENT OF INCOME
                              Millions of Dollars

<TABLE>
<CAPTION>
                                                                           FIRST QUARTER       
                                                                     -------------------------
                                                                      1997               1996 
                                                                     ------             ------
<S>                                                                 <C>                 <C>
REVENUES                                                      
    Sales and other operating revenue   . . . . . . . . . . .        $8,393             $7,149
    Less:  Consumer excise and sales taxes  . . . . . . . . .           916                843
                                                                     ------             ------
                                                                      7,477              6,306
    Equity earnings, interest and other income  . . . . . . .           155                 63
                                                                     ------             ------
             TOTAL  . . . . . . . . . . . . . . . . . . . . .         7,632              6,369
                                                                                        
COSTS AND EXPENSES                                                                      
    Purchased Raw Materials and Products  . . . . . . . . . .         5,128              4,125
    Operating Expenses  . . . . . . . . . . . . . . . . . . .           734                668
    Selling, general and administrative expenses  . . . . . .           214                238
    Exploration, including exploratory dry holes  . . . . . .            78                 49
    Research expenses   . . . . . . . . . . . . . . . . . . .            36                 31
    Depreciation, depletion, amortization and retirements   .           499                503
    Interest and discount amortization  . . . . . . . . . . .            45                 47
    Operating taxes   . . . . . . . . . . . . . . . . . . . .           113                131
                                                                     ------             ------
             TOTAL  . . . . . . . . . . . . . . . . . . . . .         6,847              5,792
                                                                                        
INCOME BEFORE INCOME TAXES AND MINORITY INTEREST  . . . . . .           785                577
                                                                                        
    Federal and Other Income Taxes  . . . . . . . . . . . . .           253                 84
    Minority interest in income of subsidiaries   . . . . . .            15                 10
                                                                     ------             ------
                                                                                        
NET INCOME    . . . . . . . . . . . . . . . . . . . . . . . .        $  517             $  483
                                                                     ======             ======
</TABLE>


Note: Certain 1996 amounts have been reclassified to conform with current year
presentation.

                           -------------------------- 

                         OPERATING SEGMENTS INFORMATION
                              Millions of Dollars
<TABLE>
<CAPTION>
                                                                          FIRST QUARTER      
                                                                     ----------------------
                                                                      1997            1996  
                                                                     ------          ------
<S>                                                                  <C>             <C>
SEGMENT NET INCOME (net of minority interest)                 
    Oil and Gas Exploration and Production  . . . . . . . . .        $  453          $  314
    Oil Products  . . . . . . . . . . . . . . . . . . . . . .            11              71
    Chemical Products   . . . . . . . . . . . . . . . . . . .           106              86
    Other . . . . . . . . . . . . . . . . . . . . . . . . . .             1              (2)
Corporate Items . . . . . . . . . . . . . . . . . . . . . . .           (54)             14
                                                                     ------          ------
                                                              
NET INCOME  . . . . . . . . . . . . . . . . . . . . . . . . .        $  517          $  483
                                                                     ======          ======
</TABLE>                                                      





                                       2
<PAGE>   3


                       SHELL OIL COMPANY AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEET
                              Millions of Dollars


<TABLE>
<CAPTION>
                                                                                MARCH 31         DECEMBER 31
                                                                                  1997              1996     
                                                                                --------         -----------   
<S>                                                                           <C>               <C>
ASSETS
CURRENT ASSETS
    Cash and cash equivalents   . . . . . . . . . . . . . . . . . . . .          $   639           $   393
    Receivables and prepayments, less allowance for                                                
         doubtful accounts  . . . . . . . . . . . . . . . . . . . . . .            3,842             4,376
    Inventories of oils and chemicals   . . . . . . . . . . . . . . . .              901               631
    Inventories of materials and supplies   . . . . . . . . . . . . . .              217               219
                                                                                 -------           -------
             TOTAL CURRENT ASSETS . . . . . . . . . . . . . . . . . . .            5,599             5,619
INVESTMENTS, LONG-TERM RECEIVABLES AND                                                             
    DEFERRED CHARGES  . . . . . . . . . . . . . . . . . . . . . . . . .            4,973             3,098
PROPERTY, PLANT AND EQUIPMENT AT COST, LESS                                                        
    ACCUMULATED DEPRECIATION, DEPLETION AND                                                        
    AMORTIZATION OF $ 20,592 AT MARCH 31, 1997                                                     
    AND $21,063 AT DECEMBER 31, 1996  . . . . . . . . . . . . . . . . .           18,426            19,992
                                                                                 -------           -------
             TOTAL  . . . . . . . . . . . . . . . . . . . . . . . . . .          $28,998           $28,709
                                                                                 =======           =======
                                                                                                   
                                                                                                   
                                                                                                   
LIABILITIES AND SHAREHOLDER'S EQUITY                                                               
CURRENT LIABILITIES                                                                                
    Accounts payable - trade  . . . . . . . . . . . . . . . . . . . . .          $ 2,168           $ 2,568
    Other payables and accruals   . . . . . . . . . . . . . . . . . . .            1,443             1,591
    Income, operating and consumer taxes  . . . . . . . . . . . . . . .              484               416
    Short-term debt   . . . . . . . . . . . . . . . . . . . . . . . . .            3,048             2,418
                                                                                 -------           -------
            TOTAL CURRENT LIABILITIES   . . . . . . . . . . . . . . . .            7,143             6,993
LONG-TERM DEBT  . . . . . . . . . . . . . . . . . . . . . . . . . . . .              808               794
DEFERRED INCOME TAXES . . . . . . . . . . . . . . . . . . . . . . . . .            3,314             3,229
LONG-TERM LIABILITIES . . . . . . . . . . . . . . . . . . . . . . . . .            2,378             2,458
MINORITY INTEREST   . . . . . . . . . . . . . . . . . . . . . . . . . .              864               861
SHAREHOLDER'S EQUITY                                                                               
    Common stock - 1,000 shares of $10 per share                                                   
          par value . . . . . . . . . . . . . . . . . . . . . . . . . .               --                --
    Capital in excess of par value  . . . . . . . . . . . . . . . . . .            2,206             2,206
    Earnings reinvested   . . . . . . . . . . . . . . . . . . . . . . .           12,285            12,168
                                                                                 -------           -------
            TOTAL SHAREHOLDER'S EQUITY  . . . . . . . . . . . . . . . .           14,491            14,374
                                                                                --------           -------
            TOTAL   . . . . . . . . . . . . . . . . . . . . . . . . . .          $28,998           $28,709
                                                                                 =======           =======
</TABLE>





                                       3
<PAGE>   4
                       SHELL OIL COMPANY AND SUBSIDIARIES
                      CONSOLIDATED STATEMENT OF CASH FLOWS
                              Millions of Dollars

<TABLE>
<CAPTION>
                                                                                     FIRST QUARTER     
                                                                                ---------------------   
                                                                                1997             1996
                                                                                ----             ----
<S>                                                                           <C>               <C>
CASH FLOWS FROM OPERATING ACTIVITIES                                        
    Net Income    . . . . . . . . . . . . . . . . . . . . . . . . . . . . .   $  517           $  483
    Adjustments to reconcile net income to net cash                         
          provided by operating activities:                                 
             Depreciation, depletion, amortization and retirements  . . . .      499              503
         Dividends in excess of (less than) equity income . . . . . . . . .      (64)             (23)
         (Increases) decreases in working capital:                                             
                 Receivables and prepayments  . . . . . . . . . . . . . . .      410               57
                 Inventories  . . . . . . . . . . . . . . . . . . . . . . .     (268)            (227)
                 Payables and accruals  . . . . . . . . . . . . . . . . . .     (480)             (83)
         Deferred income taxes  . . . . . . . . . . . . . . . . . . . . . .       85             (131)
         Minority interest in income of subsidiaries  . . . . . . . . . . .       15               10
         Other noncurrent items . . . . . . . . . . . . . . . . . . . . . .      (56)             (36)
                                                                              ------           ------
                 Net Cash Provided by Operating Activities  . . . . . . . .      658              553
CASH FLOWS PROVIDED BY (USED FOR) INVESTING ACTIVITIES                                         
    Capital expenditures  . . . . . . . . . . . . . . . . . . . . . . . . .     (663)            (662)
    Proceeds from property sales and salvage  . . . . . . . . . . . . . . .       16              127
    Other investments and advances  . . . . . . . . . . . . . . . . . . . .        3               21
                                                                              ------           ------
             Net Cash Used for Investing Activities . . . . . . . . . . . .     (644)            (514)
                                                                              ------           ------
CASH FLOWS PROVIDED BY (USED FOR) FINANCING ACTIVITIES                                         
    Proceeds from issuance of long-term debt  . . . . . . . . . . . . . . .       31                5
    Principal payments on long-term debt  . . . . . . . . . . . . . . . . .     (253)            (243)
    Proceeds from sales of redeemable securities                                               
         of subsidiaries  . . . . . . . . . . . . . . . . . . . . . . . . .        1               (1)
    Dividends to shareholder  . . . . . . . . . . . . . . . . . . . . . . .     (400)            (350)
    Dividends to minority interest  . . . . . . . . . . . . . . . . . . . .      (13)             (10)
    Increase (decrease) in short-term obligations   . . . . . . . . . . . .      866              944
                                                                              ------           ------
             Net Cash Provided by Financing Activities  . . . . . . . . . .      232              345
                                                                              ------           ------
NET CASH FLOWS                                                                                 
    Increase (Decrease) in cash and cash equivalents  . . . . . . . . . . .      246              384
                                                                              ======           ======
CASH AND CASH EQUIVALENTS                                                                      
    Balance at beginning of period  . . . . . . . . . . . . . . . . . . . .  $   393          $   421
    Increase (decrease) in cash and cash equivalents  . . . . . . . . . . .      246              384
                                                                              ------           ------
             Balance at end of period . . . . . . . . . . . . . . . . . . .  $   639          $   805
                                                                             =======           ======
</TABLE>                                                                    





                                       4
<PAGE>   5


                       SHELL OIL COMPANY AND SUBSIDIARIES

                     NOTES TO INTERIM FINANCIAL STATEMENTS

A.  INTERIM FINANCIAL STATEMENT MATTERS

         The unaudited financial statements and summarized notes of Shell Oil
Company (the Company) and its consolidated subsidiaries (Shell Oil) included in
this report do not include complete financial information and should be read in
conjunction with the Consolidated Financial Statements and the Notes to
Consolidated Financial Statements filed with the Securities and Exchange
Commission in the Registrant's Annual Report on Form 10-K for the year ended
December 31, 1996.  The financial information presented in the financial
statements included in this report reflects all adjustments which are, in the
opinion of management, necessary for a fair statement of results for the
interim periods presented.  Any such adjustments are of a normal recurring
nature, except as may otherwise be described in Management's Discussion and
Analysis of Financial Condition and Results of Operations.

         The results for the first quarter of 1997 should not be construed as
necessarily indicative of future financial results.

B.  SUMMARIZED FINANCIAL INFORMATION - SHELL PIPE LINE CORPORATION

         The following summarized financial information for Shell Pipe Line
Corporation, a wholly owned subsidiary of Shell Oil Company, is presented here
for the information of holders of Shell Pipe Line Corporation's 7 1/2%
Guaranteed Sinking Fund Debentures due 1999, which are fully guaranteed by
Shell Oil Company.
<TABLE>
<CAPTION>
                                                 March 31           December 31 
  Millions of dollars                             1997                 1996     
                                                 --------           -----------
  <S>                                             <C>                  <C>
  Current assets . . . . . . . . . . . .          $ 103                $122
  Noncurrent assets  . . . . . . . . . .            761                 739
  Current Liabilities  . . . . . . . . .             88                 121
  Noncurrent Liabilities . . . . . . . .             80                  79
</TABLE>                                 

<TABLE>
<CAPTION>
                                                         First Quarter 
                                                 ---------------------------  
  Millions of dollars                             1997                 1996     
                                                 ------               ------   
  <S>                                            <C>                  <C>
  Revenue  . . . . . . . . . . . . . . .         $   95               $   87
  Operating income . . . . . . . . . . .             49                   50
  Net income . . . . . . . . . . . . . .             36                   37
</TABLE>

C.  CONTINGENCIES AND OTHER MATTERS

         Shell Oil is subject to a number of possible loss contingencies.
These include actions based upon environmental laws involving present and past
operating and waste disposal locations and related private claims, contract and
product liability actions and federal, state and private actions challenging
the correctness of oil and gas royalty calculations.  In addition, federal,
state and local income, property and excise tax returns are being examined and
certain interpretations by Shell Oil of complex tax statutes, regulations and
practices are being challenged.

         Since 1984, the Company has been named with others as a defendant in
numerous product liability cases, including class actions, involving the
failure of residential plumbing systems in the United States constructed with
polybutylene plastic pipe.  The Company has also been sued regarding failures
in polybutylene pipe connecting users with utility water lines and polybutylene
pipe used in municipal water distribution systems.  The plaintiffs in the
litigation claim property damages and in some cases





                                       5
<PAGE>   6
fraud and intentional misrepresentation seeking punitive damages.  The Company
manufactured the resin used to make the pipe in these systems.  Two other
substantial manufacturers made the resins for the polyacetal insert fittings
used in many of the residential plumbing systems (the fittings' co-defendants)
and are also defendants in these cases.  The Company's position and most of the
judgments to date have confirmed that most of the leaks have occurred in
residential plumbing systems due to failure of the polyacetal insert fittings.
Shell and the fittings co-defendants have agreed on a mechanism to fund the
payment of most of the residential plumbing claims as the result of two class
action settlements (the "class action settlement"); a small percentage of
opt-outs must assert their claims outside the class. The class action
settlement provides for the creation of an entity to receive and handle claims
and for a $950 million fund to pay such claims, which claims may be made over a
period of up to 14 years, depending on various factors.  If the settlement
funds are exhausted, additional funds may be provided by the defendants, or
claimants who have not received their full benefits under the class action
settlements may seek their remedy in a new court proceeding at that time. One
fittings co-defendant has agreed to fund 10% of all acetal fittings costs
related to the class action settlement; the Company and the other fittings
co-defendant have agreed to arbitration to determine how the remaining acetyl
fittings portion of the costs will be shared between them. Additionally, in
matters outside the residential plumbing litigation and class action
settlement, claims involving problems with polybutylene pipe used in municipal
water distribution systems have increased during the past two years.  The
Company will continue to defend these matters vigorously but it cannot
currently predict when or how polybutylene related matters will finally be
resolved.

         In December 1993, a Los Angeles Superior Court jury, in two
consolidated lawsuits against the Company and its subsidiary involving the
condition of the Dominguez oil field, returned a verdict for the plaintiffs in
the amount of $46.9 million compensatory damages and $173 million punitive
damages.  Plaintiffs alleged they were defrauded, that the oil and gas lease
was breached, and that soil contamination on the property constitutes a
continuing trespass.  Final resolution through the appeals process could take
several years.  The Company and its subsidiary believe the verdict was wrong
and expect ultimately to prevail in the litigation.

         The Company is a party to litigation regarding Nemagon(R), an
agricultural chemical containing DBCP manufactured and sold by it from 1955 to
1978.  Cases have been filed against the Company, other substantial
manufacturers and suppliers of DBCP and banana growers alleging that the
plaintiffs suffer fertility problems arising from exposure to DBCP while
working on banana plantations outside the United States.  The Company is
contesting whether any injury has in fact been incurred by plaintiffs, whether
DBCP was in fact the cause of any such injury as may exist, and in any case if
the Company was a supplier or otherwise has liability in connection with any
such injury.

         The Company's assessment of these matters is continuing. Future
provisions may be required as administrative and judicial proceedings progress
and the scope and nature of remediation programs and related costs estimates
are clarified.  However, while periodic results may be significantly affected
by costs in excess of provisions related to one or more of these proceedings,
based upon developments to date, the management of the Company anticipates that
it will be able to meet related obligations without a material adverse effect
on its financial position.


                            ------------------------





                                       6
<PAGE>   7

                    MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                 FINANCIAL CONDITION AND RESULTS OF OPERATIONS


RESULTS OF OPERATIONS

         Shell Oil Company reported a record first quarter net income of $517
million, an increase of $34 million, or 7 percent, over the $483 million in the
same 1996 period.  Excluding special items in both quarters, adjusted net
income in the first quarter of 1997 increased $114 million, or 30 percent over
the comparable 1996 period.

         Overall, income in the 1997 quarter benefited from higher average
crude oil and natural gas prices and increased refined products and chemical
sales volumes.  Partially offsetting these benefits were lower refined product
margins, reflecting higher hydrocarbon costs.

         Special items benefited net income $18 million in the first quarter of
1997 and $98 million in the 1996 quarter.  In the 1997 quarter, special items
included a gain from the sale of a partial interest in an affiliate.


OIL AND GAS EXPLORATION AND PRODUCTION

<TABLE>
<CAPTION>
Income Highlights                                     FIRST QUARTER      
-----------------                               -------------------------
                                                  1997            1996  
                                                --------        ---------
                                                   (millions of dollars)
 <S>                                            <C>             <C>
 Income from Ongoing Operations  . . . . . . .  $    453        $     314
                                                                         
 Other charges*  . . . . . . . . . . . . . . .         -                -
                                                --------       ----------
      Segment Net Income . . . . . . . . . . .       453              314
 Special Items (includes "Other Charges")  . .        26               23
                                                --------         --------
 Adjusted Net Income   . . . . . . . . . . . .       427              291
</TABLE>                                       

--------------------
* Amounts associated with major product classifications for which there has
been no revenue stream or investment in the last five years.

         Oil and gas exploration and production segment net income totaled $453
million for the first quarter of 1997, an increase of $139 million over the
1996 quarter.  Adjusted net income, which excludes special items, was $427
million for the 1997 quarter, up $136 million.

         In the first quarter of 1997, income benefited from higher average
prices for crude oil and natural gas, partially offset by increased producing
and dry hole costs.  Increased producing costs were due in part to higher
energy prices.  Domestic crude oil prices in the 1997 quarter averaged $19.28
per barrel, increasing $2.73 per barrel over the 1996 quarter.  Natural gas
prices were also higher, averaging $2.93 per thousand cubic feet, as compared
to $2.38 per thousand cubic feet in the same 1996 period; however, 1997 prices
had declined significantly by the end of the quarter.

         Domestic crude oil production in the first quarter of 1997 averaged
389,000 barrels per day compared to 381,000 barrels per day in 1996, up 8,000
barrels per day, primarily from increased production in the deepwater Gulf of
Mexico.  Natural gas production, however, decreased 138 million cubic feet per
day, or 7 percent, as increased production from the deepwater was more than
offset by normal declines elsewhere and by property sales.  Shell Oil
production includes a prorata share, based on ownership interest, of the oil
and gas production of domestic associated companies. Associated companies are
those companies in which Shell Oil has significant influence but not control.





                                       7
<PAGE>   8

         In March 1997, Altura Energy, Ltd. (Altura) was formed and began
operations. Altura includes the Permian Basin interests formerly held by Shell
Oil and Amoco Corporation. Shell Oil's interest in this associated company is
approximately 36 percent and is accounted for by Shell Oil using the equity
method. The transaction for the formation of Altura is reflected in Shell Oil's
Balance Sheet as a decrease in Property, Plant and Equipment of $1,779 million
and a corresponding increase in Investments, Long-term Receivables and Deferred
Charges of $1,779 million.


OIL PRODUCTS

<TABLE>
<CAPTION>                                            
Income Highlights                                       FIRST QUARTER      
-----------------                                   ---------------------- 
                                                     1997            1996 
                                                    ------          ------
                                                     (millions of dollars)
  <S>                                              <C>              <C>
  Income from Ongoing Operations  . . . . . . .     $  12           $   71
                                                                          
  Other charges*  . . . . . . . . . . . . . . .        (1)               -
                                                    ------           -----
       Segment Net Income . . . . . . . . . . .        11               71
  Special Items (includes "Other  Charges") . .        (5)               -
                                                    ------           -----
  Adjusted Net Income   . . . . . . . . . . . .        16               71
</TABLE>                                        

-------------------
* Amounts associated with major product classifications for which there has
been no revenue stream or investment in the last five years.

         Oil products segment net income was $11 million in the first quarter
of 1997, a decrease of $60 million over 1996. Adjusted net income, which
excludes special items, was $16 million for the first quarter of 1997, down $55
million.

         Higher feedstock and purchased product costs coupled with weak West
Coast marketing conditions were the primary factors resulting in lower refined
product margins.  Costs in the first quarter of 1997 were higher, due to
scheduled refining unit turnarounds and operating expenses.

         Sales volumes of refined products increased 5 percent in the 1997
period, while sales volumes of light products increased 11 percent.  Gasoline
sales to branded service stations were up 1 percent.

CHEMICAL PRODUCTS

<TABLE>
<CAPTION>
Income Highlights                                        FIRST QUARTER     
-----------------                                   ----------------------
                                                     1997           1996  
                                                    ------         -------
                                                     (millions of dollars)
  <S>                                               <C>                <C>
  Income from Ongoing Operations  . . . . . . . .   $  109          $  89
                                                                             
  Other charges*  . . . . . . . . . . . . . . . .       (3)            (3)
                                                    ------          -----      
       Segment Net Income . . . . . . . . . . . .      106             86
  Special Items (includes "Other Charges")  . . .       (3)            15
                                                    ------          -----    
  Adjusted Net Income   . . . . . . . . . . . . .      109             71
</TABLE>                                          

--------------------
* Amounts associated with major product classifications for which there as been
no revenue stream or investment in the last five years.

         Chemical products segment net income was $106 million in the first
quarter of 1997, an increase of $20 million from the respective 1996 period.
Adjusted net income, which excludes special items, was $109 million for the
1997 quarter, up $38 million.





                                       8
<PAGE>   9
         Increased sales volumes and lower costs related to litigation more
than offset the effects from lower margins.  While selling prices improved in
the 1997 quarter over 1996, higher feedstock costs more than offset these
benefits.



OTHER

         Net income for the other operating segment was $1 million in the first
quarter of 1997 compared to a loss of $2 million in the first quarter of 1996.


CORPORATE ITEMS

         Corporate charges totaled $54 million in the first quarter of 1997
compared to a positive $14 million in the first quarter of 1996.  However,
excluding a favorable prior year tax adjustment recorded in the first quarter
of 1996, 1997 corporate items were $6 million higher than the comparable 1996
period.




FINANCIAL CONDITION

CAPITAL RESOURCES AND LIQUIDITY

         Cash flow provided by operating activities totaled $658 million for
the first quarter of 1997, compared with $553 million last year, an increase of
$105 million. The increase was due in part to higher earnings in 1997.  The
major uses of cash generated from operating activities, coupled with an
increase in debt of $644 million, were for capital expenditures of $663 million
and a dividend payment of $400 million.


OTHER MATTERS

RECENT DEVELOPMENTS

         On March 18, 1997 the Company and Texaco Inc. (Texaco) announced the
signing of a memorandum of understanding to combine the major elements of their
mid-western and western United States refining and marketing activities, and
their total United States transportation, trading and lubricants businesses. It
is expected that the Company would be a 56 percent owner of the venture, with
Texaco holding the remaining 44 percent. The new limited liability company is
expected to be formed as soon as practicable following regulatory review and
the signing of definitive agreements. In addition, the Company, Texaco and
Saudi Refining Incorporated are continuing their discussions toward the joining
of their eastern United States refining and marketing activities.

         On April 24, 1997 Shell Oil agreed to combine its California
exploration and production operations with those of Mobil Corporation. The
combined California enterprise is to be owned 58.6 percent by Shell Oil and 41.4
percent by Mobil and is expected to offer opportunities to reduce costs and
leverage complementary skills and competencies.

         In addition to the economic conditions and other matters discussed
above affecting Shell Oil, the operations, earnings and financial condition of
Shell Oil may be affected by political developments; litigation; and
legislation, regulation and other actions taken by federal, state, local and
international governmental entities, including those matters discussed in Note
C of the Notes to Interim Financial Statements.

                          --------------------------





                                       9
<PAGE>   10
                           PART II. OTHER INFORMATION


ITEM 1.   LEGAL PROCEEDINGS

         As previously referenced in the Annual Report on Form 10-K for the
year ending December 31, 1996 (the "10-K"), the Company and its subsidiary, the
Shell Wood River Refining Company ("Wood River"), and Environmental Protection
Agency ("EPA") Region 5 have been negotiating to resolve alleged violations at
the Wood River refinery of the Benzene Waste Operations NESHAP. The U. S.
Department of Justice ("DOJ") has also been involved in the discussions. The
parties have now reached an agreed settlement of the alleged violations. Under
the terms of the agreement, Shell Oil will pay a penalty of $678 thousand and
agree to certain corrective action measures. A formal complaint and an agreed
Consent Decree are to be filed with the court. Following a public comment
period, the decree is expected to be approved and entered.

         EPA Region 5 and the DOJ have notified Wood River of their intention
to bring a multi-media civil enforcement action against the Company and Wood
River for alleged violations of the Clean Air Act, Resource Conservation and
Recovery Act, Comprehensive Environmental Response, Compensation and Liability
Act, and the Emergency Planning and Community Right-to-Know Act. This action
will encompass both previously reported alleged violations and newly alleged
air violations contained in Notices of Violation/Findings of Violation received
on March 24, 1997. The Company, Wood River, the EPA and the DOJ are engaging in
discussions seeking to resolve this matter.

ITEM 6.   EXHIBITS AND REPORTS ON FORM 8-K

         (a)   Exhibits.

               27. Financial Data Schedule.

         (b)   Reports on Form 8-K.

               None

                                  SIGNATURES

         Pursuant to the requirements 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.


                                        SHELL OIL COMPANY
                                        
                                        
                                        
                                        By  N. J. CARUSO             
                                          ---------------------------------
                                            N. J. Caruso, Controller 
                                           (Principal Accounting and
                                            Duly Authorized Officer)


Date:  May 1, 1997





                                       10
<PAGE>   11
                               INDEX TO EXHIBITS


<TABLE>
<CAPTION>
Exhibit                                                                   Page
Number     Description                                                    Number
-----      -----------                                                    ------
<S>        <C>                                                            <C>
27         Financial Data Schedule  . . . . . . . . . . . . . . . . . .   
                                                                          
</TABLE>





                                       11