SECURITIES AND EXCHANGE COMMISSION
                       Washington, D.C. 20549
                                  
                                  
                              FORM 10-Q
                                  
                                  
(X) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934

  For the quarterly period ended June 30, 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 1-170-2


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

               INDIANA                            36-1812780
(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)

                           312-856-6111
       (Registrant's telephone number, including area code)

                         NOT APPLICABLE
    (Former name, former address, and former fiscal year, if
     changed since last report)

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

Number of shares outstanding as of June 30, 1997--490,814,896
<PAGE>
<PAGE>
                   PART I-- FINANCIAL INFORMATION
                                  
Item 1.  Financial Statements

Consolidated Statement of Income
(millions of dollars)
                                 Three Months       Six Months
                                    Ended             Ended
                                    June 30,          June 30,
                                                
                                  1997    1996     1997      1996
Revenues:                                                 
  Sales and other operating                               
    revenues.................  $ 7,664 $ 7,831  $15,740   $15,108
  Consumer excise taxes......      868     844    1,683     1,663
  Other income...............       92      90      194       208
   Total revenues ..........     8,624   8,765   17,617    16,979
                                                          
Costs and Expenses:                                       
  Purchased crude oil,                                    
    natural gas, petroleum
    products and merchandise.    4,215   4,399    8,673     8,274
  Operating expenses.........    1,210   1,207    2,430     2,290
  Petroleum exploration                                   
    expenses, including
    exploratory dry holes....      129     131      285       251
  Selling and administrative                              
    expenses.................      475     588    1,007     1,123
  Taxes other than income                                 
    taxes....................    1,060   1,040    2,105     2,067
  Depreciation, depletion,                                
    amortization, and retire-                             
    ments and abandonments...      530     553    1,092     1,091
  Interest expense...........       94      45      172       105
    Total costs and expenses.    7,713   7,963   15,764    15,201
                                                          
Income before income taxes...      911     802    1,853     1,778
                                                          
Income taxes.................      289     202      557       450
                                                          
Net income...................  $   622 $   600  $ 1,296   $ 1,328
                                                          
Weighted average number of                                
  shares of common stock                                  
  outstanding (in thousands).  492,179 497,071  493,733   496,874
                                                          
Per Share Data (Based on weighted                         
  average shares outstanding):                            
                                                          
Net income...................  $  1.26 $  1.20  $  2.62   $  2.67
                                                          
Cash dividends per share.....  $   .70 $   .65  $  1.40   $  1.30
<PAGE>
                                                          
<PAGE>
Consolidated Statement of Financial Position
(millions of dollars)
                                                June 30,   Dec. 31,
                    ASSETS                        1997       1996
Current assets:                                            
  Cash......................................... $    318   $    186
  Marketable securities -- at cost (all                    
corporate
    except $10 at June 30, 1997, and $141 at               
    December 31, 1996 which represent                      
    state and municipal securities)............      562      1,135
  Accounts and notes receivable (less                      
    allowances of $18 at June 30, 1997, and $17            
    at December 31, 1996)......................    3,588      3,942
  Inventories                                              
    Crude oil and products.....................      952        795
    Materials and supplies.....................      280        274
  Prepaid expenses and income taxes............      848        731
    Total current assets.......................    6,548      7,063
Investments and Other Assets:                              
  Investments and related advances.............      929        796
  Long-term receivables and other assets.......    1,241        841
                                                   2,170      1,637
Properties--at cost, less accumulated depre-               
  ciation, depletion and amortization of                   
  $27,722 at June 30, 1997, and $27,111 at                 
  December 31, 1996 (The successful efforts                
  method of accounting is followed for costs               
  incurred in oil and gas producing activities)   23,948     23,400
    Total assets............................... $ 32,666   $ 32,100
                                                           
     LIABILITIES AND SHAREHOLDERS' EQUITY                  
Current liabilities:                                       
  Current portion of long-term obligations..... $    161   $    151
  Short-term obligations.......................    1,110        821
  Accounts payable.............................    2,767      3,196
  Accrued liabilities..........................      973        908
  Taxes payable (including income taxes).......    1,016      1,063
    Total current liabilities..................    6,027      6,139
                                                           
Long-term obligations:                                     
  Debt.........................................    4,455      4,153
  Capitalized leases...........................       89         76
                                                   4,544      4,229
Deferred Credits and Other Non-Current Liabilities:        
  Income taxes.................................    3,085      2,850
  Other........................................    2,224      2,345
                                                   5,309      5,195
Minority Interest..............................      441        129
                                                           
Shareholders' Equity:                                      
  Common stock (authorized 800,000,000 shares;             
    issued and outstanding at June 30, 1997                
    --490,814,896; December 31, 1996                       
    --497,275,364 shares)......................    2,598      2,646
  Earnings retained and invested in the                    
    business...................................   13,866     13,806
  Pension liability adjustment.................      (25)       (25)
  Foreign currency translation adjustment......      (94)       (19)
                                                  16,345     16,408
    Total liabilities and shareholders' equity. $ 32,666   $ 32,100
<PAGE>
<PAGE>
Consolidated Statement of Cash Flows
(millions of dollars)
                                                Six Months Ended
                                                     June 30,
                                                  1997      1996
Cash Flows from Operating Activities:                     
  Net income.................................. $ 1,296    $ 1,328
  Adjustments to reconcile net income to net              
    cash provided by operating activities:                
    Depreciation, depletion, amortization,                
      and retirements and abandonments........   1,092      1,091
    Decrease in receivables...................     399         48
    Increase in inventories...................    (154)      (138)
    Decrease in payables and accrued                      
      liabilities.............................    (475)      (292)
    Deferred taxes and other items............     (55)      (267)
    Net cash provided by operating activities.   2,103      1,770
                                                          
Cash Flows from Investing Activities:                     
  Capital expenditures........................  (1,619)    (1,707)
  Proceeds from dispositions of property                  
    and other assets..........................     274        286
  Net investments, advances and business                  
    acquisitions..............................    (470)      (600)
  Proceeds from sales of investments..........      11        100
  Other.......................................       -         19
    Net cash used in investing activities.....  (1,804)    (1,902)
                                                          
Cash Flows from Financing Activities:                     
  New long-term obligations...................     337         82
  Repayment of long-term obligations..........     (83)      (317)
  Cash dividends paid.........................    (694)      (635)
  Issuance of common stock...................       69         34
  Acquisitions of common stock................    (658)         -
  Increase in short-term obligations..........     289        406
    Net cash used in financing activities.....    (740)      (430)
                                                          
Decrease in Cash and Marketable Securities....    (441)      (562)
Cash and Marketable Securities-                           
  Beginning of Period.........................   1,321      1,394
Cash and Marketable Securities-End of Period.. $   880    $   832
<PAGE>
<PAGE>                                                          
Basis of Financial Statement Preparation

The   consolidated  financial  statements  contained  herein  are
unaudited  and have been prepared from the books and  records  of
Amoco  Corporation ("Amoco" or the "Corporation"). In the opinion
of  management, the consolidated financial statements reflect all
adjustments,  consisting  of only normal  recurring  adjustments,
necessary  for  a fair statement of the results for  the  interim
periods. The consolidated financial statements have been prepared
in  accordance with the instructions to Form 10-Q and, therefore,
do not include all information and notes necessary for a complete
presentation  of  results of operations, financial  position  and
cash  flows  in  conformity  with generally  accepted  accounting
principles.


Item 2. Management's Discussion and Analysis

Results of Operations

Net  income  for  the  second quarter of 1997  amounted  to  $622
million,  or  $1.26  per share compared with second-quarter  1996
earnings  of  $600  million. The increase in  earnings  reflected
higher  refining  margins  and  increased  volumes  in  petroleum
products  and  most chemical product lines. Partially  offsetting
were  lower  worldwide crude oil prices and lower North  American
crude oil and natural gas production.

Net  income  for  the  first six months of  1997  totaled  $1,296
million  or $2.62 per share. Net income for the first six  months
of  1996 amounted to $1,272 million, excluding first-quarter 1996
gains  of  $56  million  after  tax  on  certain  Canadian  asset
dispositions.  Favorably  affecting  1997  earnings  were  higher
exploration  and  production ("E&P") results,  primarily  due  to
higher  energy prices earlier in the year, and improved petroleum
products  operations.  Offsetting were  lower  chemical  earnings
compared to 1996, mainly as a result of lower paraxylene margins.

Sales and other operating revenues for the second quarter of 1997
totaled $7.7 billion, slightly lower than the corresponding  1996
period. For the first six months of 1997 revenues increased  four
percent compared to the similar period in 1996, reflecting higher
prices for natural gas, crude oil and refined products.

Purchases  of  crude  oil, natural gas,  petroleum  products  and
merchandise totaled $4.2 billion for the second quarter of  1997,
four  percent lower than 1996's second quarter. The decrease  was
primarily  attributable to lower crude oil  purchase  prices  and
volumes. Year-to-date purchases in 1997 were higher than the 1996
six-month  period  primarily  due  to  higher  refined   products
volumes.

Second-quarter 1997 operating expenses were about the same as the
second  quarter  of 1996. Operating expenses for  the  first  six
months  were six percent above the prior-year period,  reflecting
higher  refining  maintenance expenses in the first  quarter  and
higher  U.S. production costs. For the first six months of  1997,
exploration expenses increased 14 percent over the similar period
in 1996, mainly due to higher dry hole costs overseas.

Selling  and  administrative expenses totaled  $475  million  and
$1,007  million for the second quarter and first  six  months  of
1997,  compared  with  $588 million and $1,123  million  for  the
respective  1996  periods. Reflected in the second  quarter  1997
results  were favorable before-tax currency effects of $9 million
compared  with  unfavorable before-tax currency  effects  of  $19
million in the second quarter of 1996.

Interest  expense increased $49 million and $67 million  for  the
second  quarter  and  first  six months  of  1997,  respectively.
Included in the second quarter of 1996 was lower interest expense
on tax obligations.

For  the  12  months  ended  June 30,  1997,  return  on  average
shareholders' equity was 17.6 percent compared with 14.2  percent
for  the 12 months ended June 30, 1996. Return on average capital
employed was 13.4 percent for the 12-month period ended June  30,
1997, compared with 11.1 percent for the corresponding prior-year
period.

Results by Industry Segment

As  previously  announced, Amoco changed  the  basis  upon  which
operations  are  grouped  for  the purpose  of  business  segment
reporting to maintain alignment with changes made in its internal
structure.  Canadian  supply and marketing operations  for  crude
oil,  sulfur  and  natural gas liquids are now  included  in  the
Petroleum  Products  segment. Previously, those  businesses  were
reported in the E&P segment. Segment earnings for 1996 have  been
restated to conform to the new basis.

                                 Three Months     Six Months
                                    Ended            Ended
                                    June 30,        June 30,
                                                
(millions of dollars)           1997    1996      1997     1996
Exploration and Production                               
  United States..............  $ 209   $ 234    $  574   $  515
  Canada.....................     22      26       103      116
  Overseas...................     67      85       194      206
  Subtotal...................    298     345       871      837
Petroleum Products...........    185     119       213      181
Chemicals....................    185     173       332      413
Corporate and Other                                      
   Operations*...............    (46)    (37)     (120)    (103)
  Net Income.................  $ 622   $ 600    $1,296   $1,328
                                                         

* Corporate and other operations include net interest and general
 corporate  expenses  as well as the results  of  investments  in
 technology   companies,   real  estate   interests   and   other
 activities.

Operating Statistics
                               Three Months      Six Months
                                    Ended          Ended
                                   June 30,       June 30,
                                1997    1996     1997    1996
Net   Production  of  Natural                           
Gas(million  cubic  feet  per
day)
  United States............    2,415    2,559   2,399    2,572
  Canada...................      727      815     749      830
  Overseas.................      962      931   1,006    1,006
   Total..................     4,104    4,305   4,154    4,408
                                                        
Net   Production  of  Crude  Oil  and                   
NGL(thousand barrels per day)
  United States--crude oil.      164      180     167      182
               --NGL.......      110      114     115      111
  Canada--crude oil........       52       46      51       49
        --NGL..............       10       12      10       12
  Overseas.................      295      310     301      301
   Total..................       631      662     644      655
                                                        
U.S. Refined Product Sales                              
(thousand barrels per day)
  Gasoline.................      684      628     635      620
  Distillates..............      332      366     331      366
  Other products...........      202      217     179      182
   Total..................     1,218    1,211   1,145    1,168
                                                        
Input to U.S. Crude Units                               
(thousand barrels per day)       961      977     919      945
                                                        
Refinery Utilization Rate        95%      97%     91%      94%
                                                        

Exploration and Production - U. S.

U.S. E&P operations earned $209 million during the second quarter
of  1997  compared with $234 million for the similar 1996 period.
The  decrease primarily resulted from lower crude oil prices  and
lower  crude  oil  and natural gas production. Partly  offsetting
were lower exploration expenses and higher natural gas prices.

Earnings  of $574 million for first six months of 1997  increased
11  percent over the comparable 1996 period, primarily reflecting
higher  natural  gas  prices offset by lower  production  due  to
normal field declines and dispositions.

Amoco's   second-quarter  U.S.  natural   gas   prices   averaged
approximately $1.70 per thousand cubic feet ("mcf"), an  increase
of  three  percent  over the comparable period of  1996.  Amoco's
average U.S. crude oil prices of about $17.60 per barrel declined
$1.90 per barrel from the second quarter of 1996.

For  the  first  half  of 1997, Amoco's U.S. natural  gas  prices
averaged  about $2.05 per mcf, about a 35 cent increase over  the
prior-year period. Amoco's U.S. crude oil prices averaged  almost
$19.20  per  barrel during the first six months of 1997,  a  four
percent increase over the comparable 1996 period.

Exploration and Production - Canada

Canadian  operations earned $22 million in the second quarter  of
1997  compared with restated 1996 second-quarter earnings of  $26
million. The slight decrease in 1997 earnings primarily reflected
lower  crude  oil prices and lower natural gas production,  which
more  than  offset lower exploration expenses and higher  natural
gas prices.

Earnings for the first half of 1997 totaled $103 million compared
with  six-month restated 1996 earnings of $60 million,  excluding
gains  of  $56  million  on  the sale of  assets.  The  operating
earnings  improvement resulted primarily from higher natural  gas
prices and lower exploration expenses, partially offset by  lower
production  due  to  property  dispositions  and  natural   field
declines.

Amoco's  Canadian natural gas prices averaged $1.15 per  mcf  for
the  quarter,  about 10 cents higher than the second  quarter  of
1996.  For  the  first six months, Canadian  natural  gas  prices
increased  35 percent over the comparable 1996 period to  average
about  $1.50  per mcf. Canadian crude oil prices averaged  $14.00
per  barrel for the second quarter of 1997, 27 percent below  the
prior-year  second quarter average, reflecting  the  increase  in
lower-priced  heavy oil production. For the first half  of  1997,
Canadian  crude oil prices averaged about $15.40 per  barrel,  an
eight percent decrease from the 1996 level.

Exploration and Production - Overseas

Overseas E&P operations earned $67 million in the second  quarter
of  1997 compared with $85 million in the second quarter of 1996.
The  decline  was  primarily due to lower crude  oil  prices  and
higher  exploration expenses. For the first six months  of  1997,
overseas  E&P  operations earned $194 million, a decline  of  $12
million  from  the  comparable prior-year  period.  The  decrease
mainly  reflected higher exploration expenses,  which  more  than
offset favorable currency effects and increased energy prices.

Second-quarter  1997  natural  gas production  increased  due  to
incremental production in Bolivia. Crude oil production  for  the
second  quarter  of 1997 declined as incremental production  from
Bolivia and Venezuela more than offset declines elsewhere. On  an
energy  equivalent  basis, year-to-date 1997 production  was  the
same as the year-earlier period.

Petroleum Products

Petroleum Products activities earned $185 million for the  second
quarter  compared with restated earnings of $119 million  in  the
second  quarter  of  1996.  The 1996 earnings  were  restated  to
reflect  the transfer of Canadian supply and marketing operations
for  crude  oil, sulfur and natural gas liquids to the  petroleum
products  segment. The increase in second-quarter  1997  earnings
primarily resulted from stronger U.S. refined product margins and
favorable product mix. Second-quarter 1997 earnings from Canadian
supply  and marketing operations declined from the second quarter
of 1996, reflecting lower natural gas liquids ("NGL") margins.

Earnings  for  the  first half of 1997 totaled $213  million,  an
increase  of 18 percent over the comparable period in  1996.  The
increase  reflects  higher  U.S.  refined  product  margins   and
favorable  product  mix. Partly offsetting were  higher  refining
maintenance costs and lower throughput experienced in  the  first
quarter of 1997, reflecting planned turnaround at Amoco's largest
refineries. Earnings for Canadian supply and marketing operations
for the first six months of 1997 were about the same as the year-
earlier period.


Chemicals

Chemical earnings of $185 million for the second quarter of  1997
compared  with  $173  million for the similar  1996  period.  The
increase  in  earnings  primarily reflected increased  productive
capacity, strengthening worldwide sales volumes for most  product
lines  and  higher olefins margins, which more than offset  lower
paraxylene margins.

For  the  first six months of 1997 earnings totaled $332  million
compared  with  $413  million for the same period  in  1996.  The
decline  in earnings resulted from lower paraxylene and  purified
terephthalic  acid  ("PTA") margins partly  offset  by  increased
sales volumes and higher olefins margins.

Corporate and Other Operations

Corporate  and other operations include net interest and  general
corporate  expenses  as  well as the results  of  investments  in
technology companies, real estate interests and other activities.
Corporate  and  other  operations incurred net  expenses  of  $46
million and $120 million for the second quarter and first half of
1997,  respectively, compared with net expenses after tax of  $37
million and $103 million in the corresponding 1996 periods.

Outlook

The  Corporation and the petroleum industry will continue  to  be
affected  by the volatility of crude oil and natural gas  prices.
Also affecting chemicals and petroleum products activities is the
overall  industry  product  supply and  demand  balance.  Amoco's
future  performance is expected to continue  to  be  impacted  by
ongoing  cost reduction programs; the divestment of non-strategic
assets;  application  of new technologies; and  new  governmental
regulations.

Amoco  will  pursue  areas that capitalize  on  its  natural  gas
resources and continue to expand internationally. As announced in
June,  Amoco  plans  to  divest a  number  of  its  oil  and  gas
properties and royalty interests in the United States as part  of
a  major  refocusing  of  its  U.S.  exploration  and  production
business. The properties account for about 10 percent of U.S. net
production.  The proceeds from the divestments will  be  used  to
fund  growth opportunities in and outside North America  and  for
general corporate purposes.

Amoco's worldwide barrel-oil-equivalent production is expected to
increase from 1996 levels by 25 percent over the next five years,
with  the largest increases expected to occur in the later years.
Production in 1997 is expected to decrease slightly from year-end
1996,  with  incremental production from the Gulf of Mexico,  and
production from Venezuela, Colombia and Bolivia, being offset  by
normal field declines and dispositions.

In  petroleum  products, Amoco does not anticipate a  significant
improvement in U.S. industry refining margins in the  near  term.
Amoco  will continue to pursue additional cost reduction programs
and  improved asset utilization. Amoco's marketing strategy  will
continue  to  emphasize brand product quality and growth  in  its
position as a convenience retailer. Strategic alliances with such
companies  as  McDonald's Corporation and  Femsa  in  Mexico  are
expected to continue.

In chemicals, Amoco's overall strategy is to manage its portfolio
to  optimize  the quality of its businesses through  acquisitions
and  divestments, and selectively invest in local  market  growth
for  existing  businesses.  While  current  industry  excess  PTA
capacity  is  putting  downside pressure  on  margins,  long-term
worldwide  growth  is  expected to be eight  percent.  Paraxylene
("PX")  long-term annual growth is expected to be seven  percent.
In  order  to  meet  expected growth in  PTA  and  PX,  Amoco  is
expanding its wholly owned and joint-ventures operations.


Liquidity and Capital Resources

Cash flows from operating activities for the first six months  of
1997  amounted to $2,103 million compared with $1,770 million  in
the  prior-year period. Working capital of $521 million  at  June
30,  1997  compared with $924 million at December 31,  1996.  The
Corporation's  current ratio was 1.09 to  1  at  June  30,  1997,
compared with 1.15 to 1 at year-end 1996. As a matter of  policy,
Amoco  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
Corporation  has ready access to both short- and  long-term  debt
markets.

Long-term receivables and other assets at June 30, 1997  included
$280 million in restricted cash and investments committed to  the
operatorship of a Bolivian oil and gas company, Empresa Petrolera
Chaco.  Amoco  completed the agreement for  operatorship  and  50
percent ownership of Empresa Petrolera Chaco in April 1997.

Amoco's  debt  totaled $5.7 billion at June  30,  1997  and  $5.1
billion  at  year-end  1996. Debt as a percentage  of  debt-plus-
equity  was  25.4 percent at June 30, 1997, and 23.6  percent  at
year-end  1996.  Amoco  Corporation guarantees  the  public  debt
obligations of Amoco Company. Amoco Corporation and Amoco Company
guarantee  the  public  notes  and  debentures  of  Amoco  Canada
Petroleum  Company Ltd. ("Amoco Canada") and Amoco Argentina  Oil
Company ("Amoco Argentina").

For  the  first six months of 1997, 6.9 million shares of Amoco's
common  stock,  in  excess  of amounts needed  for  benefit  plan
purposes, were repurchased at a cost of $602 million as  part  of
the $2 billion, two-year common stock repurchase program.

The  Corporation  believes  its strong  financial  position  will
permit the financing of business needs and opportunities as  they
arise. It is anticipated that ongoing operations will be financed
primarily  by internally generated funds. Short-term obligations,
such  as  commercial paper borrowings, give the  Corporation  the
flexibility  to  meet  short-term  working  capital   and   other
temporary  requirements. At June 30, 1997, bank lines  of  credit
available to support commercial paper borrowings amounted to $500
million, all of which were supported by commitment fees.

The  Corporation also may utilize its favorable access  to  long-
term debt markets to finance profitable growth opportunities  and
other  business needs. In early August 1997, Amoco Company issued
$300  million  in  10-year, 6.5% guaranteed  notes  from  a  $500
million   Securities  and  Exchange  Commission   ("SEC")   shelf
registration statement.

Capital and exploration expenditures for the first six months  of
1997  totaled  $1,904  million. Excluded from  this  amount  were
expenditures  related  to Empresa Petrolera  Chaco.  Capital  and
exploration  expenditures  for  the  first  six  months  of  1996
amounted  to $1,958 million, excluding the purchase of  Albemarle
Corporation's  alpha-olefins, poly  alpha-olefins  and  synthetic
alcohol businesses.

The  Corporation has provided in its accounts for the  reasonably
estimable  future  costs  of  probable environmental  remediation
obligations   relating  to  various  oil  and   gas   operations,
refineries,  marketing  sites and chemical  locations,  including
multiparty  sites at which Amoco and certain of its  subsidiaries
have  been identified as potentially responsible parties  by  the
U.S.  Environmental Protection Agency. Such estimated costs  will
be  refined  over  time as remedial requirements and  regulations
become  better  defined.  However, any  additional  environmental
costs  cannot  be  reasonably  estimated  at  this  time  due  to
uncertainty  of  timing, the magnitude of  contamination,  future
technology, regulatory changes and other factors. Although future
costs  could  have  a  significant  effect  on  the  results   of
operations  in  any  one  period, they are  not  expected  to  be
material   in  relation  to  Amoco's  liquidity  or  consolidated
financial position. In total, the accrued liability represents  a
reasonable best estimate of Amoco's remediation liability.

"Safe  Harbor" Statement under the Private Securities  Litigation
Reform Act of 1995.

Statements  in  this  report  that  are  not  historical   facts,
including  statements under the heading of  "Outlook"  and  other
statements  about  industry  and  company  growth,  estimates  of
expenditures and savings, and other trend projections are forward
looking   statements.  The  statements  are  based   on   current
expectations  and involve risk and uncertainties.  Actual  future
results or trends may differ materially depending on a variety of
factors.  These  include  specific  factors  identified  in   the
discussion accompanying such forward looking statements, industry
product  supply  and  pricing, political stability  and  economic
growth  in  relevant  areas  of  the  world,  Amoco's  successful
execution   of   its   internal  performance  plans,   successful
partnering, actions of competitors, natural disasters  and  other
changes to business conditions.


                   PART II--OTHER INFORMATION
                                
Item 1.  Legal Proceedings

Reference  is  made to the description of the  challenge  by  the
Internal  Revenue  Service of certain  foreign  income  taxes  as
credits against the Corporation's U.S. taxes that otherwise would
have been payable for the years 1980 through 1992 in Part I, Item
3 of Amoco's 1996 Form 10-K.

Twelve  proceedings  instituted by governmental  authorities  are
pending or known to be contemplated against Amoco and certain  of
its  subsidiaries  under  federal, state or  local  environmental
laws,  each of which could result in monetary sanctions in excess
of $100,000. No individual proceeding is, nor are the proceedings
as a group, expected to have a material adverse effect on Amoco's
liquidity,   consolidated  financial  position  or   results   of
operations.  Amoco estimates that in the aggregate  the  monetary
sanctions  reasonably likely to be imposed from these proceedings
amount to approximately $7.5 million.

Amoco has various other suits and claims pending against it among
which  are several class actions for substantial monetary damages
which  in  Amoco's  opinion  are not  meritorious.  While  it  is
impossible  to  estimate with certainty the  ultimate  legal  and
financial  liability in respect to these other suits and  claims,
Amoco  believes  that,  while  the  aggregate  amount  could   be
significant, it will not be material in relation to its liquidity
or its consolidated financial position.

Item 2.  Changes in Securities

Not applicable.

Item 3.  Defaults upon Senior Securities

Not applicable.

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

Not applicable.

Item 5.  Other Information

Shown below is summarized financial information for Amoco's
wholly owned subsidiary, Amoco Company.
                                                   
                            Three Months       Six Months
                                Ended            Ended
                               June 30,         June 30,
                           1997     1996     1997      1996
                               (millions of dollars)
Total revenues(including                             
excise taxes)...........  $7,826   $8,026  $15,900   $15,430
Net income..............  $  546   $  510  $ 1,102   $ 1,108
                                                     
                                 June 30,    Dec. 31,
                                   1997        1996
                                 (millions of dollars)
Current assets.................  $ 6,896     $ 6,361
Total assets...................  $30,995     $29,208
Current liabilities............  $ 4,972     $ 4,926
Long-term debt-affiliates......  $ 4,803     $ 4,731
              -other...........  $ 2,519     $ 2,190
Deferred credits...............  $ 4,646     $ 4,524
Minority interest..............  $   427     $   131
Shareholder's equity...........  $13,539     $12,630
                                             


Shown below is summarized financial information for Amoco's
wholly owned subsidiary, Amoco Canada.
                                                    
                            Three Months        Six Months
                                Ended             Ended
                               June 30,          June 30,
                           1997     1996     1997      1996
                                 (millions of dollars)
                                                      
Revenues................  $1,057   $1,008   $2,407    $2,041
Net income(loss)........  $   (4)  $   54   $  137    $  147
                                                      

                                 June 30,    Dec. 31,
                                    1997        1996
                                 (millions of dollars)
Current assets.................. $ 1,528     $ 1,615
Total assets.................... $ 4,233     $ 4,412
Current liabilities............. $   782     $ 1,110
Non-current liabilities......... $ 3,389     $ 3,377
Shareholder's equity(deficit)... $    62     $   (75)


Shown below is summarized financial information for
Amoco's indirectly wholly owned subsidiary, Amoco
Argentina.
                                                 
                         Three Months    Six Months
                            Ended          Ended
                           June 30,        June 30,
                          1997   1996    1997   1996
                              (millions of dollars)
Revenues................  $ 68   $ 79   $153   $154
Net income..............  $ 24   $ 29   $ 56   $ 56
                                                

                                  June 30,     Dec. 31,
                                    1997         1996
                                  (millions of dollars)
Current assets .................    $ 61         $251
Total assets....................    $458         $613
Current liabilities.............    $106         $ 87
Non-current liabilities.........    $280         $237
Shareholder's equity ...........    $ 72         $289


Item 6.  Exhibits and Reports on Form 8-K

(a)Exhibits

     Exhibit
     Number
     12      Statement Setting Forth Computation of
             Ratio of Earnings to Fixed Charges.

     27      Financial Data Schedule.

(b)  A current report on Form 8-K dated April 14, 1997, was filed
to  restate segment earnings for the years 1996, 1995  and  1994,
and quarterly segment earnings for 1996 and 1995. The Corporation
changed  the  basis  upon which operations are  grouped  for  the
purpose of business segment reporting to maintain alignment  with
changes made in its internal structure. Beginning with the  first
quarter  of  1997, Canadian supply and marketing  operations  for
crude  oil,  sulfur and natural gas liquids are included  in  the
Petroleum  Products  segment. Previously, those  businesses  were
reported in the E&P segment.
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                            Signature
                                
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.


                                   Amoco Corporation
                                    (Registrant)


Date: August 13, 1997

                                   Judith G. Boynton
                                   Judith G. Boynton
                                   Vice President and Controller
                                   (Duly Authorized and Chief
                                    Accounting Officer)

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