<PAGE>
                                                                    
<PAGE>
                 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 September 30, 1998 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 September 30, 1998--954,653,958
<PAGE>
<PAGE>
                   PART I-- FINANCIAL INFORMATION
                                  
Item 1.  Financial Statements

Consolidated Statement of Income
(millions of dollars, except as noted)
                                    Three Months       Nine Months
                                        Ended             Ended
                                    September 30,     September 30,
                                     1998     1997     1998      1997
Revenues:                                                     
  Sales and other operating                                   
    revenues..................... $ 6,448  $ 7,984  $19,955   $23,724
  Consumer excise taxes..........     924      894    2,682     2,577
  Equity in income of affiliates                              
    and other income.............      85      105      384       299
    Total revenues...............   7,457    8,983   23,021    26,600
                                                              
Cost and Expenses:                                            
  Purchased crude oil, natural                                
    gas, petroleum products and                               
    merchandise..................   3,451    4,471   10,817    13,144
  Operating expenses.............   1,307    1,219    3,600     3,649
  Petroleum exploration expenses,                             
    including exploratory dry                                 
    holes........................     158      132      459       417
  Selling and administrative                                  
    expenses.....................     550      555    1,661     1,562
  Taxes other than income taxes..   1,043    1,058    3,096     3,163
  Depreciation, depletion,                                    
    amortization, and retire-
    ments and abandonments.......     531      570    1,835     1,662
  Interest expense...............     100       97      303       269
    Total costs and expenses.....   7,140    8,102   21,771    23,866
Income before income taxes.......     317      881    1,250     2,734
Income taxes.....................      22      246      282       803
Net income....................... $   295  $   635  $   968   $ 1,931
                                                              
Weighted average number of shares                             
  of common stock outstanding
  (in thousands):                                             
  Basic.......................... 954,187  976,506  957,410   983,813
  Assuming dilution.............. 960,133  982,852  962,087   989,320
                                                              
Per Share Data (Based on weighted                             
  average shares outstanding):                                
                                                              
Net income (basic)............... $   .31  $   .65  $  1.01   $  1.96
Net income (assuming dilution)... $   .31  $   .64  $  1.01   $  1.95
Cash dividends................... $   .375 $   .35  $  1.125  $  1.05
                                                              
All share data reflect the March 31, 1998 two-for-one common stock
split.
<PAGE>
<PAGE>
Consolidated Statement of Financial Position
(millions of dollars)
                                                Sept. 30,  Dec. 31,
                    ASSETS                        1998       1997
Current assets:                                            
  Cash......................................... $    122   $    166
  Marketable securities -- at cost (corporate              
    securities, except $104 at December 31,                
    1997 which represents state and                        
    municipal securities)......................      535        979
  Accounts and notes receivable (less                      
    allowances of $17 at September 30, 1998,               
    and $10 at December 31, 1997)..............    2,851      3,585
  Inventories                                              
    Crude oil and products.....................      999        914
    Materials and supplies.....................      271        260
  Prepaid expenses, income taxes and other.....      533      1,140
    Total current assets.......................    5,311      7,044
Investments and Other Assets:                              
  Investments and related advances.............    2,238      2,099
  Long-term receivables and other assets.......      940        803
                                                   3,178      2,902
Properties--at cost, less accumulated depre-               
  ciation, depletion and amortization of                   
  $28,439 at September 30, 1998, and $26,814 at            
  December 31, 1997............................   23,060     22,543
    Total assets............................... $ 31,549   $ 32,489
                                                           
     LIABILITIES AND SHAREHOLDERS' EQUITY                  
Current liabilities:                                       
  Current portion of long-term obligations..... $    213   $    218
  Short-term obligations.......................      760        751
  Accounts payable.............................    2,126      3,026
  Accrued liabilities..........................    1,062        785
  Taxes payable (including income taxes).......    1,052      1,264
    Total current liabilities..................    5,213      6,044
Long-term obligations:                                     
  Debt.........................................    5,257      4,639
  Capitalized leases...........................       82         80
                                                   5,339      4,719
Deferred Credits and Other Non-Current Liabilities:        
  Income taxes.................................    2,829      2,868
  Other........................................    2,323      2,408
                                                   5,152      5,276
Minority Interest..............................      163        131
                                                           
Shareholders' Equity:                                      
  Common stock (authorized 1,600,000,000 shares;           
    issued and outstanding at September 30, 1998               
    --954,653,958; December 31, 1997                       
    --966,047,616 shares)......................    2,552      2,568
  Earnings retained and invested in the                    
    business...................................   13,281     13,900
  Accumulated other comprehensive income:                  
    Pension liability adjustment...............      (31)       (31)
    Foreign currency translation adjustment....     (120)      (118)
                                                  15,682     16,319
    Total liabilities and shareholders' equity. $ 31,549   $ 32,489
<PAGE>
<PAGE>
Consolidated Statement of Cash Flows
(millions of dollars)
                                                Nine Months Ended
                                                     Sept. 30,
                                                   1998      1997
Cash Flows from Operating Activities:                     
  Net income................................... $   968   $ 1,931
  Adjustments to reconcile net income to net              
    cash provided by operating activities:                
    Depreciation, depletion, amortization,                
      and retirements and abandonments.........   1,835     1,662
    Decrease in receivables....................     744       172
    Increase in inventories....................     (93)     (200)
    Decrease in payables and accrued                      
      liabilities..............................    (944)     (583)
    Deferred taxes and other items.............      (6)      116
    Net cash provided by operating activities..   2,504     3,098
                                                          
Cash Flows from Investing Activities:                     
  Capital expenditures.........................  (2,253)   (2,335)
  Proceeds from dispositions of property                  
    and other assets...........................     488       450
  Net investments, advances and business                  
    acquisitions...............................    (288)     (507)
  Other........................................      55        74
    Net cash used in investing activities......  (1,998)   (2,318)
                                                          
Cash Flows from Financing Activities:                     
  New long-term obligations....................     767       775
  Repayment of long-term obligations...........    (150)     (116)
  Cash dividends paid..........................  (1,080)   (1,038)
  Issuances of common stock....................      44       101
  Acquisitions of common stock.................    (584)   (1,056)
  Increase in short-term obligations...........       9       258
    Net cash used in financing activities......    (994)   (1,076)
                                                          
Decrease in Cash and Marketable                           
  Securities...................................    (488)     (296)
Cash and Marketable Securities-                           
  Beginning of Period..........................   1,145     1,321
Cash and Marketable Securities-End of Period... $   657   $ 1,025
<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.

In  June  1998, the Financial Accounting Standards  Board  issued
Statement  of  Financial Accounting Standards ("SFAS")  No.  133,
"Accounting  for Derivative Instruments and Hedging  Activities."
This statement establishes accounting and reporting standards for
derivative  instruments and for hedging activities.  It  requires
that all derivatives be recognized at fair value as either assets
or liabilities in the statement of financial position. The effect
of the adoption of SFAS No. 133 is not known at this time, but is
not  expected  to  be material to Amoco's financial  position  or
results of operations. Implementation of SFAS No. 133 is required
no later than the quarter ending March 31, 2000.

Amoco adopted Statement of Position ("SOP") 98-1, "Accounting For
the Costs of Computer Software Developed or Obtained for Internal
Use"  in  the  first quarter of 1998. The SOP requires  costs  of
computer software developed for internal use to be capitalized as
a  long-lived asset. The capitalized costs are amortized over the
estimated  useful  life of the software. The amount  capitalized,
which would have been expensed previously, was approximately  $71
million  after  tax in the first nine months  of  1998  with  $14
million after tax capitalized during the third quarter.

Shown below is Amoco's comprehensive income.

                                        Three Months      Nine Months
                                           Ended             Ended
                                        September 30,     September 30,
                                         1998    1997     1998     1997
Net income............................ $ 295   $  635   $  968   $1,931
Other comprehensive income, after tax.    (1)     (22)      (2)     (97)
Comprehensive income.................. $ 294   $  613   $  966   $1,834


Item 2. Management's Discussion and Analysis

Results of Operations

Net  income  for the third quarter of 1998 was $295  million,  or
$.31  per share, compared to third-quarter 1997 earnings of  $635
million, or $.65 per share and $.64 per share, basic and assuming
dilution,  respectively. Basic and fully diluted  per-share  data
were the same for 1998.

The  earnings  decline  primarily resulted from  lower  worldwide
crude  oil prices, which for Amoco have fallen 30 percent in  the
last  year.  In  addition,  lower  crude  oil  prices  have   not
translated  into  more favorable downstream results,  which  have
been adversely affected by lower margins.

For  the  first nine months of 1998, Amoco reported  earnings  of
$1,033  million, excluding the second quarter impairment  charges
of  $214  million for Colombian assets, favorable  second-quarter
tax adjustments of $106 million and the first-quarter gain of $43
million  on asset divestitures. This compared with $1,931 million
for  the  first nine months of 1997. The decrease in earnings  in
1998   primarily  reflected  lower  energy  prices  and  chemical
margins.

Sales  and other operating revenues totaled $6.4 billion for  the
third  quarter  of 1998, 20 percent lower than the  $8.0  billion
reported  in  the corresponding 1997 period. For the  first  nine
months  of  1998, sales and other operating revenues declined  16
percent to $20.0 billion from 1997 revenues of $23.7 billion. The
decline  in  revenues in both periods reflected lower prices  for
crude oil and refined products.

The  increase  in other income for the year-to-date  1998  period
reflected  gains  associated  with  the  divestitures  of   North
American  exploration  and  production  ("E&P")  properties.  The
divestitures, which began in the third quarter of 1997, were part
of   the  Corporation's  strategy  to  upgrade  and  refocus  the
portfolio of E&P assets.

Purchases  of  crude  oil, natural gas,  petroleum  products  and
merchandise totaled $3.5 billion for the third quarter  of  1998,
down  23  percent from the third quarter of 1997. For  the  first
nine  months of 1998, purchases totaled $10.8 billion, 18 percent
below  the  comparable 1997 period. The decrease in both  periods
was primarily attributable to lower crude oil purchase prices.

Petroleum  exploration  expenses of $158 million  for  the  third
quarter  of  1998 increased 20 percent from the third quarter  of
1997,  mainly  due to higher dry hole costs. For the  first  nine
months  of 1998, exploration expenses increased ten percent  over
the  nine-month  period  in  1997,  primarily  reflecting  higher
exploration costs in the United States.

The   increase  in  depreciation,  depletion,  amortization,  and
retirements   and   abandonments  for  the  year-to-date   period
primarily  reflected the previously mentioned  impairment  charge
for Colombian assets.

The  increase in interest expense for the third quarter and first
nine  months  of  1998,  compared with the prior-year's  periods,
reflected higher debt balances.

For  the  12  months ended September 30, 1998, return on  average
shareholders' equity was 11.0 percent compared with 17.5  percent
for  the  12  months ended September 30, 1997. Return on  average
capital  employed was 8.8 percent for the 12-month  period  ended
September   30,  1998,  compared  with  13.3  percent   for   the
corresponding prior-year period.


Results by Industry Segment

                                     Three Months         Nine Months
                                        Ended               Ended
                                    September 30,        September 30,
(millions of dollars)               1998      1997       1998    1997
Exploration and Production                                     
  United States.................  $  107    $  217     $  474  $  791
  Canada........................      35        61        142     164
  Overseas......................     (30)       67       (254)    261
  Subtotal......................     112       345        362   1,216
Petroleum Products..............     140       241        469     454
Chemicals.......................      99       172        317     504
Corporate and Other Operations*.     (56)     (123)      (180)   (243)
  Net Income....................  $  295    $  635     $  968  $1,931
                                                               

* 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.

Exploration and Production
Operating Statistics
                               Three Months      Nine Months
                                  Ended            Ended
                               September 30,    September 30,
                                1998    1997     1998    1997
Net   Production  of  Natural                           
Gas(million  cubic  feet  per day)
  United States............    2,123    2,356   2,196    2,385
  Canada...................      721      775     753      757
  Overseas.................    1,260      910   1,336      974
   Total..................     4,104    4,041   4,285    4,116
  Amoco's share of                                      
  affiliates' production                                 
  (included in overseas)...      164        -     156        -
                                                        
Net   Production  of  Crude  Oil  and                   
NGL(thousand barrels per day)
  United States--crude oil.      148      161     151      165
               --NGL.......      100      105     106      112
  Canada--crude oil........       66       50      63       51
        --NGL..............       10       10      10       10
  Overseas.................      308      292     303      299
   Total..................       632      618     633      637
  Amoco's share of                                      
  affiliates' production                                 
 (included in overseas)....       50        -      48        -


Exploration and Production - U. S.

U.S.  E&P operations earned $107 million during the third quarter
of  1998  compared with $217 million for the similar 1997 period.
The  decline  was  primarily due to lower crude oil  prices,  and
lower  crude  oil  and natural gas production, reflecting  normal
field declines and dispositions.

Earnings of $431 million for first nine months of 1998, excluding
$43  million  related to asset dispositions, compared  with  $791
million  for  the comparable 1997 period. The decrease  primarily
reflected   lower  energy  prices  and  production,  and   higher
exploration expenses.

Amoco's  third-quarter  1998  U.S. natural  gas  prices  averaged
approximately $1.70 per thousand cubic feet ("mcf"),  a  decrease
of six percent compared with 1997. Amoco's average U.S. crude oil
prices  of about $12.50 per barrel declined over $5.00 per barrel
from the third quarter of 1997.

For  the  first  nine months of 1998, Amoco's  U.S.  natural  gas
prices averaged about $1.80 per mcf, about $.20 per mcf below the
prior-year period. Amoco's U.S. crude oil prices averaged  $13.00
per  barrel  during the first nine months of 1998, a decrease  of
almost $5.70 per barrel from the comparable 1997 period.

Exploration and Production - Canada

Canadian  operations earned $35 million in the third  quarter  of
1998  compared  to $61 million in the 1997 period.  The  decrease
primarily  reflected  lower crude oil and NGL  prices,  partially
offset  by  higher crude oil production and natural  gas  prices.
Also, 1997 earnings included a gain on the sale of Amoco's Canmar
arctic drilling unit.

Earnings  for  the  first nine months of 1998,  of  $92  million,
excluding  second-quarter tax benefits of $50  million,  compared
with  nine-month  1997  earnings of $164  million.  The  earnings
decline  resulted primarily from lower crude oil and natural  gas
prices.

Amoco's  Canadian natural gas prices averaged $1.30 per  mcf  for
the  quarter, 10 cents per mcf higher than the third  quarter  of
1997.  For  the  first nine months, Canadian natural  gas  prices
decreased   seven  percent  from  the  comparable  1997   period,
averaging about $1.30 per mcf.

Canadian crude oil prices averaged $9.00 per barrel for the third
quarter  of  1998,  about $5.00 per barrel below  the  prior-year
third  quarter  average,  reflecting lower  industry  prices  and
increased  lower-priced heavy oil production. For the first  nine
months  of  1998, Canadian crude oil prices averaged about  $8.00
per barrel, almost $7.00 per barrel lower than the 1997 level.

Exploration and Production - Overseas

Overseas E&P operations lost $30 million in the third quarter  of
1998  compared with earnings of $67 million in the third  quarter
of 1997. The decline was primarily due to lower crude oil prices,
which  on  average dropped approximately $6.00  per  barrel,  and
higher  exploration  expenses. Partially  offsetting  was  higher
natural gas production.

For  the first nine months of 1998, overseas E&P operations  lost
$40 million, excluding $214 million related to the impairment  of
the  Opon  field  and  power  plant facility  in  Colombia.  This
compared  with  earnings of $261 million  for  the  similar  1997
period.   The  decrease mainly reflected lower crude oil  prices,
partly offset by increased production.

Third-quarter 1998 natural gas production increased primarily  as
a  result of new production in Argentina, the United Kingdom  and
Trinidad.  Crude oil production increased five percent  over  the
third  quarter  of 1997, due to higher production in  Azerbaijan,
Venezuela and Egypt.

Of  the  $214 million second-quarter Colombian impairment  charge
referred to above, $121 million related to the Opon field and $93
million  related  to  the  adjacent  power  plant  facility.  The
impairment of the field reflected lower than anticipated  natural
gas  production and related reserve estimates, and  the  adjacent
power  plant  was  impaired because of the unavailability  of  an
economic  fuel supply. The fair value of the impaired assets  was
deemed  to  be  minimal given the low level of  reserves  in  the
field,  the  absence  of an economic fuel supply  for  the  power
plant,  the potential for dismantlement and transportation  costs
related to any sale of assets from the plant, the small number of
potential qualified buyers and uncertainties associated with  the
realization of any tax benefits.

Petroleum Products
Operating Statistics

                                Three Months     Nine Months
                                   Ended           Ended
                               September 30,    September 30,
                                1998     1997    1998     1997
U.S. Refined Product Sales                              
(thousand barrels per day)
  Gasoline.................      702      686     677      652
  Distillates..............      360      352     357      338
  Other products...........      318      238     256      199
   Total..................     1,380    1,276   1,290    1,189
                                                        
Input to U.S. Crude Units                               
(thousand barrels per day)       993      988     953      943
                                                        
Refinery Utilization Rate        98%      98%     94%      93%
                                                        

Petroleum  Products' activities earned $140  million  during  the
third  quarter of 1998, compared with $241 million for the  third
quarter  of  1997.  The decrease primarily  resulted  from  lower
margins as product prices declined more than crude oil costs.

Earnings  for the first nine months of 1998 totaled $469 million,
compared with $454 million for the comparable period of 1997. The
slight  increase  reflected higher U.S. gasoline  and  distillate
volumes  and the absence of 1997 planned turnarounds  at  Amoco's
largest   refineries.   Offsetting  were  lower  refined  product
margins   and  lower  earnings  from  NGL  supply  and  marketing
operations in Canada.

Chemicals

Chemical  earnings of $99 million for the third quarter and  $317
million  for  the  first nine months of 1998 compared  with  $172
million   and   $504  million  for  the  similar  1997   periods,
respectively.   The decrease primarily reflected  lower  olefins,
purified  terephthalic  acids ("PTA") and paraxylene  margins  as
additions  to  industry capacity resulted in oversupply  and  put
downward pressure on margins across most commodity product lines.

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  $56
million  for the third quarter of 1998, which reflected favorable
tax  adjustments. This compared with net expenses  after  tax  of
$123  million  in  the  corresponding  1997  period,  which   was
adversely  affected  by revised estimates of litigation  and  tax
obligations.

For the first nine months of 1998, corporate and other operations
expenses  of  $180  million compared with $243  million  for  the
similar  1997  period. The underrun compared with  1997  reflects
favorable  tax  adjustments, including $48 million second-quarter
favorable  adjustments related to Canadian  taxes,  and  currency
effects.  These factors more than offset higher interest expense.

Outlook

On  August 11, 1998, the British Petroleum Company p.l.c.  ("BP")
and  Amoco  announced  their agreement to merge.  The  merger  is
subject to a number of conditions, including shareholder approval
and  various  regulatory  and other consents  and  confirmations,
which  are  in  process.  Assuming  all  requested  consents  and
confirmations  are  obtained,  the  merger  is  planned   to   be
consummated by year-end 1998.

Amoco set a record date of October 19, 1998 for a special meeting
of  Amoco shareholders for voting on the merger. Shareholders  of
record at the close of business on that date will be entitled  to
attend  the meeting to be held on December 10, 1998 and  vote  on
the   merger  proposal.  The  proxy  statement  for  the  special
shareholders meeting was mailed to shareholders starting  October
30, 1998.

Liquidity and Capital Resources

Cash flows from operating activities for the first nine months of
1998  amounted to $2,504 million compared with $3,098 million  in
the  prior-year  period.  Working  capital  of  $98  million   at
September  30,  1998 compared with $1.0 billion at  December  31,
1997.  The Corporation's current ratio was 1.02 to 1 at September
30,  1998, compared with 1.17 to 1 at year-end 1997. 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.

Amoco's debt totaled $6.2 billion at September 30, 1998 and  $5.6
billion  at  year-end  1997. Debt as a percentage  of  debt-plus-
equity  was 28.2 percent at September 30, 1998, and 25.4  percent
at  year-end  1997. Amoco Corporation guarantees the public  debt
obligations  of  Amoco Company and the public  notes,  bonds  and
debentures  of  Amoco  Canada  Petroleum  Company  Ltd.   ("Amoco
Canada").  Amoco  also  guarantees certain outstanding  loans  of
equity-basis affiliates, which at September 30, 1998 totaled $354
million.

Cash  dividends  paid in the first nine months  of  1998  totaled
$1,080 million. Amoco was into the second year of a two-year,  $2
billion  stock  repurchase program which was  discontinued  as  a
result  of the merger agreement announced in August 1998  between
Amoco  and BP. Total shares repurchased under the program totaled
40.6  million  on a post-split basis, at a cost of $1.8  billion.
Stock  repurchased  under the program was in addition  to  shares
purchased for benefit plan purposes.

The  Corporation  believes  its strong  financial  position  will
permit the financing of business needs and opportunities as  they
arise.  Short-term borrowings totaled $760 million  at  September
30,  1998, an increase of $9 million since year-end 1997.  Short-
term  obligations, such as commercial paper borrowings, give  the
Corporation  the  flexibility to meet short-term working  capital
and  other  temporary requirements. At September 30,  1998,  bank
lines of credit available to support outstanding commercial paper
borrowings amounted to $790 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
for ongoing operations.

Capital and exploration expenditures for the first nine months of
1998  totaled $2,712 million, excluding $325 million for  Amoco's
share  of  equity-basis affiliates' spending. This compared  with
$2,752  million  for  the  similar 1997  period,  excluding  $131
million  for Amoco's share of affiliates' spending. Approximately
70 percent of the 1998 expenditures was spent in E&P operations.

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.

Year 2000 Update

Amoco  has  been addressing the issue of preparing  its  computer
systems to properly handle date information in the year 2000  and
beyond.  This has involved the implementation of new systems  and
upgrading  of  business  computer information  technology  ("IT")
where needed. In addition Amoco has reviewed its information  and
process  control  systems,  as well as other  electronic  control
systems,  to  identify all critical equipment and  software  that
will  need to be altered or replaced in preparation for the  year
2000.  The upgrading and replacement of these systems is underway
and  will  occur  primarily  during the  three  years  ending  in
December  1999, with the majority of the work being completed  by
year end 1998.

The  estimated  total  cost  of  Amoco's  year  2000  program  is
approximately  $155  million  with  yearly  expenditures  of  $21
million in 1997, $82 million in 1998, $45 million in 1999 and  $7
million  in  the  year 2000. The total impact of  the  year  2000
effort on the Corporation's before-tax net income is expected  to
be  $100  million  over the three-year period. The  total  amount
expended on the effort through the end of September, 1998 was $82
million.  Of  the  total amount projected  to  be  spent  on  the
program, approximately $72 million, or 47 percent is expected to be
spent  internally  on repair or replacement of business  computer
systems that have been identified as susceptible to the year 2000
issue. As a result of the year 2000 efforts, several non-critical
IT projects have been either terminated or deferred.

Amoco's  year 2000 efforts cover all areas that are known  to  be
impacted  by  the  issue  including IT  application  systems  and
infrastructure,    process   control   systems    and    embedded
microprocessors  in  plants,  fields  and  building   facilities.
Through September, 1998, in excess of  50  percent  of  our  high 
criticality  internal  systems  that   have  been   found  to  be 
susceptible to  the year 2000 issue have been either repaired  or
replaced.

The  Amoco year 2000 process calls for the ongoing assessment  of
year  2000  readiness  of  critical suppliers,  customers,  joint
ventures and partners. Through September, 1998 over 80 percent of
critical suppliers and customers have been assessed for year 2000
readiness  at  least once. The Corporation is in the  process  of
reviewing  and  updating its business continuity and  contingency
plans to mitigate the impact of possible third party failures.

The  failure to correct a material year 2000 problem could result
in  an  interruption in, or a failure of, certain normal business
activities   or   operations.  Such  potential interruptions  and
failures  could materially  and  adversely affect Amoco. However,
due to the general uncertainty inherent in the year 2000 problem,
Amoco is unable to determine at this time whether the consequences
of such  failures will have a material impact on the Corporation's
results of operations, but they are not expected to have a material
effect on Amoco's liquidity or financial condition.  Amoco's  year 
2000 program is expected to significantly reduce Amoco's level  of
uncertainty about the year 2000  problem and about the  year  2000
compliance  and  readiness  of  its material external parties. The
Corporation believes that with  the implementation of new business
systems and completion of the program as scheduled, the possibility
of significant interruptions of normal operations should be reduced.

Each    business   entity   is   accountable   for   identifying,
categorizing,  and prioritizing risks associated  with  the  year
2000  transition  and  developing, exercising,  and  implementing
appropriate  contingency  plans to mitigate  those  risks.  Amoco
intends   to  leverage  existing  Crisis  Management,   Emergency
Response,  and  Business Continuity organizations  and  plans  to
assist   in   contingency  planning  and  to   supplement   these
organizations and plans as needed. The Corporation is  attempting
to  minimize  the  uncertainties expected to  be  caused  by  the
proposed  BP  -  Amoco merger.  To this end  Amoco  is  currently
focusing contingency planning efforts on the most stable parts of
the  existing  organizations  such  as  individual  plant  sites.
Higher  level plans that call for cross-organization coordination
are  being deferred until completion of the merger and definition
of the resulting organizational structures.

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

Statements  in  this  report  that  are  not  historical   facts,
including statements about industry and company growth, estimates
of expenditures and savings, completion of the merger with BP and
other  trend  projections are forward looking  statements.  These
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, demand  and
pricing,  political  stability and economic  growth  in  relevant
areas of the world, the Corporation's successful execution of its
internal   performance  plans,  development  and   use   of   new
technology,   successful  partnering,  actions  of   competitors,
natural  disasters, other changes to business conditions and,  1)
in  the case of the merger with BP, attainment of the approval of
the  shareholders  of  BP and Amoco and the  required  regulatory
consents and confirmations and other unforeseen circumstances  in
connection with the merger, and 2) in the case of the  year  2000
issue,  external  parties year 2000 readiness,  availability  and
costs  of  personnel trained in relevant areas,  the  ability  to
locate and correct all relevant computer code, complications  and
unforeseen circumstances resulting from the proposed BP and Amoco
merger and other uncertainties.





                   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  II,
Item 1 of Amoco's Form 10-Q for the quarter ended March 31, 1998.

Six   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 $3 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      Nine Months
                                Ended            Ended
                             September 30,    September 30,
                             1998    1997     1998     1997
                                 (millions of dollars)
Total revenues(including                              
excise taxes)...........  $ 6,603  $8,299   $20,772   $24,199
Net income..............  $   243  $  468   $   698   $ 1,570
                                                      
                                   Sept. 30,   Dec. 31,
                                    1998         1997
                                 (millions of dollars)
Current assets.................  $ 5,557      $ 6,442
Total assets...................  $29,679      $30,062
Current liabilities............  $ 4,400      $ 5,165
Long-term debt-affiliates......  $ 5,022      $ 4,739
              -other...........  $ 3,463      $ 2,791
Deferred credits...............  $ 4,761      $ 4,663
Minority interest..............  $   122      $   119
Shareholder's equity...........  $11,829      $12,505
                                              


Shown below is summarized financial information for Amoco's
wholly owned subsidiary, Amoco Canada.
                                                     
                            Three Months         Nine Months
                                Ended               Ended
                            September 30,       September 30,
                            1998      1997      1998     1997
                                 (millions of dollars)
                                                      
Revenues................  $ 1,016  $ 1,101   $ 2,849  $ 3,508
Net income(loss)........  $    72  $    91   $   231  $   228
                                                      

                                 Sept. 30,    Dec. 31,
                                     1998        1997
                                 (millions of dollars)
Current assets.................. $   864      $ 1,479
Total assets.................... $ 3,923      $ 4,217
Current liabilities............. $   614      $   948
Non-current liabilities......... $ 2,852      $ 3,043
Shareholder's equity............ $   457      $   226



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  report on Form 8-K was filed on August 26, 1998  with  a
    copy  of  the presentation slides and supplemental  materials
    distributed  to  attendees at the  August  12,  1998  meeting
    between   BP   and  Amoco  representatives,   the   financial
    community and the press.
<PAGE>
    
<PAGE>
                            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: November 13, 1998            A. J. NOCCHIERO
                                   A. J. Nocchiero
                                   Vice President and Controller
                                   (Duly Authorized and Chief
                                    Accounting Officer)