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                 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 March 31, 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 March 31, 1998--959,627,584
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                   PART I-- FINANCIAL INFORMATION
                                  
Item 1.  Financial Statements

Consolidated Statement of Income
(millions of dollars, except as noted)
                                                  Three Months Ended
                                                      March 31,
                                                     1998      1997
Revenues:                                                   
  Sales and other operating revenues............  $ 6,633   $ 8,076
  Consumer excise taxes.........................      846       815
  Equity in income of affiliates and                        
    other income................................      164       102
    Total revenues..............................    7,643     8,993
                                                            
Cost and Expenses:                                          
  Purchased crude oil, natural gas,                         
    petroleum products and merchandise..........    3,684     4,458
  Operating expenses............................    1,106     1,220
  Petroleum exploration expenses,                           
    including exploratory dry holes.............      142       156
  Selling and administrative expenses...........      559       532
  Taxes other than income taxes.................      996     1,045
  Depreciation, depletion, amortization,                    
    and retirements and abandonments............      548       562
  Interest expense..............................       94        78
    Total costs and expenses....................    7,129     8,051
Income before income taxes......................      514       942
Income taxes....................................      128       268
Net income......................................  $   386   $   674
                                                            
Weighted average number of shares of common                 
  stock outstanding (in thousands)                          
  Basic.........................................  962,042   990,573
  Assuming dilution.............................  966,588   996,119
                                                            
                                                            
Per Share Data (Based on weighted                           
  average shares outstanding):                              
                                                            
Net income (basic)..............................  $   .40   $   .68
Net income (assuming dilution)..................  $   .40   $   .68
Cash dividends..................................  $   .375  $   .35
___________________                                         
All share data reflect the March 31, 1998 two-for-one common stock
split.
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Consolidated Statement of Financial Position
(millions of dollars)
                                                March 31,  Dec. 31,
                    ASSETS                        1998       1997
Current assets:                                            
  Cash......................................... $    142   $    166
  Marketable securities -- at cost (corporate              
    securities, except $104 at December 31,                
    1997 which represents state and municipal        422        979
    securities).                                           
  Accounts and notes receivable (less                      
    allowances of $11 at March 31, 1998, and               
    $10 on December 31, 1997)..................    3,302      3,585
  Inventories                                              
    Crude oil and products.....................      921        914
    Materials and supplies.....................      274        260
  Prepaid expenses, income taxes and other.....      961      1,140
    Total current assets.......................    6,022      7,044
Investments and Other Assets:                              
  Investments and related advances.............    2,162      2,099
  Long-term receivables and other assets.......    1,054        803
                                                   3,216      2,902
Properties--at cost, less accumulated depre-               
  ciation, depletion and amortization of                   
  $27,300 at March 31, 1998, and $26,814 at                
  December 31, 1997 (The successful efforts                
  method of accounting is followed for costs               
  incurred in oil and gas producing activities)   22,643     22,543
    Total assets............................... $ 31,881   $ 32,489
                                                           
     LIABILITIES AND SHAREHOLDERS' EQUITY                  
Current liabilities:                                       
  Current portion of long-term obligations..... $    145   $    218
  Short-term obligations.......................    1,212        751
  Accounts payable.............................    2,499      3,026
  Accrued liabilities..........................      810        785
  Taxes payable (including income taxes).......      916      1,264
    Total current liabilities..................    5,582      6,044
Long-term obligations:                                     
  Debt.........................................    4,780      4,639
  Capitalized leases...........................       82         80
                                                   4,862      4,719
Deferred Credits and Other Non-Current Liabilities:        
  Income taxes.................................    2,914      2,868
  Other........................................    2,299      2,408
                                                   5,213      5,276
Minority Interest..............................      167        131
                                                           
Shareholders' Equity:                                      
  Common stock (authorized 1,600,000,000 shares;           
    issued and outstanding at March 31, 1998               
    --959,627,584; December 31, 1997                       
    --966,047,616 shares)......................    2,546      2,568
  Earnings retained and invested in the                    
    business...................................   13,664     13,900
  Accumulated other comprehensive income:                  
    Pension liability adjustment...............      (31)       (31)
    Foreign currency translation adjustment....     (122)      (118)
                                                  16,057     16,319
    Total liabilities and shareholders' equity. $ 31,881   $ 32,489
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<PAGE>
Consolidated Statement of Cash Flows
(millions of dollars)
                                                Three Months Ended
                                                     March 31,
                                                  1998       1997
Cash Flows from Operating Activities:                     
  Net income................................... $   386   $   674
  Adjustments to reconcile net income to net              
    cash provided by operating activities:                
    Depreciation, depletion, amortization,                
      and retirements and abandonments.........     548       562
    Decrease in receivables....................     273       431
    Increase in inventories....................     (22)     (154)
    Decrease in payables and accrued                      
      liabilities..............................    (886)     (726)
    Deferred taxes and other items.............     (79)      133
    Net cash provided by operating activities..     220       920
                                                          
Cash Flows from Investing Activities:                     
  Capital expenditures.........................    (701)     (660)
  Proceeds from dispositions of property                  
    and other assets...........................     276       128
  Net investments, advances and business                  
    acquisitions...............................     (82)      (48)
  Other........................................    (167)        5
    Net cash used in investing activities......    (674)     (575)
                                                          
Cash Flows from Financing Activities:                     
  New long-term obligations....................     182       130
  Repayment of long-term obligations...........    (120)      (56)
  Cash dividends paid..........................    (362)     (345)
  Issuances of common stock....................      25        57
  Acquisitions of common stock.................    (313)     (331)
  Increase in short-term obligations...........     461       206
    Net cash used in financing activities......    (127)     (339)
                                                          
(Decrease) increase in Cash and Marketable                
  Securities...................................    (581)        6
Cash and Marketable Securities-                           
  Beginning of Period..........................   1,145     1,321
Cash and Marketable Securities-End of Period... $   564   $ 1,327
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<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. Certain information in the Consolidated Statement  of
Cash   Flows  has  been  reclassified  to  conform  to  the   new
presentation.

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. For the first quarter  of
1998  the  amount  capitalized, which  would  had  been  expensed
previously, was approximately $35 million after tax.

The  Corporation  has  determined that the  U.S.  dollar  is  the
appropriate  functional  currency for substantially  all  of  its
operations.  Accordingly,  the U.S. dollar  was  adopted  as  the
functional  currency for Amoco's European chemical operations  as
well as all Fabrics operations in the first quarter of 1998.  The
change  in functional currency did not have a significant  impact
on  the Corporation's exposure to changes in currency rates or on
the results of operations.

Amoco  also  adopted Statement of Financial Accounting  Standards
No.  130, "Reporting Comprehensive Income." Amoco's comprehensive
income is as follows:

                                        Three Months Ended
                                             March 31,
                                          1998       1997
Net income............................   $ 386      $ 674
Other comprehensive income, after tax.      (4)       (88)
Comprehensive income..................   $ 382      $ 586


Item 2. Management's Discussion and Analysis

Results of Operations

Net  income  for the first quarter of 1998 was $386  million,  or
$.40  per share, compared to first-quarter 1997 earnings of  $674
million,  or  $.68  per share. Basic and fully diluted  per-share
data  were  the same. Per-share information has been adjusted  to
reflect the March 1998 two-for-one stock split.

The  decline in earnings for the first quarter of 1998  primarily
resulted  from  significantly lower energy prices compared  to  a
year ago. Chemical margins were also lower in some product lines,
reflecting  supply/demand imbalances associated with  soft  Asian
markets  and  new  industry  capacity.  Partly  offsetting  these
factors  were  higher  petroleum  products  earnings,  reflecting
improved sales margins and volumes.

First-quarter 1998 earnings also benefited from an after-tax gain
of  $43  million  associated with ongoing divestitures  of  North
American  exploration  and production ("E&P")  properties.  Sales
either  completed or under contract since last year are  expected
to generate cumulative proceeds of more than $1.9 billion.

Sales  and other operating revenues totaled $6.6 billion for  the
first  quarter  of 1998, 18 percent lower than the  $8.1  billion
reported in the corresponding 1997 period. Crude oil, natural gas
and refined products revenues declined 27 percent, 23 percent and
19 percent, respectively, primarily reflecting lower prices.

The  increase in equity in income of affiliates and other  income
for the first quarter 1998 reflects the previously mentioned gain
on the sale of North American E&P properties.

Purchases  of  crude  oil, natural gas,  petroleum  products  and
merchandise  totaled $3.7 billion for the first three  months  of
1998,  17 percent lower than the first three months of 1997.  The
decrease  was  primarily  attributable to  lower  crude  oil  and
natural gas purchase prices.

Exploration costs of $142 million decreased nine percent from the
first-quarter  of  1997,  mainly due  to  lower  dry  hole  costs
overseas. The increase in interest expense for the first  quarter
of  1998  compared  with the prior-year quarter reflected  higher
long-term debt balances.

For  the  12  months  ended  March 31, 1998,  return  on  average
shareholders' equity was 15.0 percent compared with 17.6  percent
for the 12 months ended March 31, 1997. Return on average capital
employed was 11.8 percent for the 12-month period ended March 31,
1998, compared with 13.4 percent for the corresponding prior-year
period.


Results by Industry Segment

                                     Three Months Ended
                                          March 31,
(millions of dollars)                  1998       1997
Exploration and Production                      
  United States....................  $  213     $  365
  Canada...........................      33         81
  Overseas.........................      25        127
  Subtotal.........................     271        573
Petroleum Products.................      99         28
Chemicals..........................     103        147
Corporate and Other Operations*....     (87)       (74)
  Net Income.......................  $  386     $  674
                                                

* 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 Ended
                                         March 31,
                                      1998       1997
Net Production of Natural Gas                   
(million cubic feet per day)                    
  United States....................   2,261      2,381
  Canada...........................     777        771
  Overseas*........................   1,327      1,047
    Total..........................   4,365      4,199
                                                
Net Production of Crude Oil and NGL             
(thousand barrels per day)                      
  United States--crude oil.........     151        170
               --NGL...............     103        116
  Canada--crude oil................      61         50
        --NGL......................      11         10
  Overseas*........................     301        308
    Total..........................     627        654
                                                
*1998 includes Amoco's interest in affiliates'
production of 134 million cubic feet per day of natural
gas and 49 thousand barrels per day of crude oil and
NGL.


Exploration and Production - U. S.

U.S. E&P operations earned $213 million in the first three months
of  1998  compared with $365 million for the similar 1997 period.
Included   in  first-quarter 1998 earnings  was  a  gain  of  $43
million on the sale of U.S. non-core oil and gas properties.  The
decline  in earnings reflected significantly lower energy  prices
and lower production due to dispositions.

Amoco's   first-quarter   U.S.  natural   gas   prices   averaged
approximately $1.85 per thousand cubic feet ("mcf"), $.65 per mcf
below  the  first  quarter  of 1997.  Amoco's  crude  oil  prices
averaged  approximately  $13.80 per barrel  for  the  quarter,  a
decline of over $7.00 per barrel from the prior-year period.

Exploration and Production - Canada

Canadian  operations earned $33 million in the first  quarter  of
1998  compared with 1997 first-quarter earnings of  $81  million.
The earnings decline resulted primarily from lower energy prices.

Amoco's Canadian natural gas prices averaged approximately  $1.20
per  mcf  for  the first quarter of 1998, about $.60  lower  than
1997's  first  quarter. Crude oil prices  were  about  $9.50  per
barrel  below  the  first quarter of 1997,  averaging  $7.50  per
barrel for the quarter, reflecting the steep decline in heavy oil
prices during the quarter.

Crude oil and natural gas liquids ("NGL") production increased 12
thousand  barrels per day over the first quarter  of  1997  as  a
result  of increased heavy oil production, which more than offset
normal field declines.

Exploration and Production - Overseas

Overseas  E&P operations earned $25 million for the  first  three
months of 1998 compared with $127 million in the first quarter of
1997.  The  decline primarily reflected lower crude  oil  prices.
Partly  offsetting  were lower exploration  expenses  and  higher
natural gas production.

Petroleum Products
Operating Statistics
                                     Three Months Ended
                                         March 31,
                                      1998       1997
U.S. Refined Product Sales                      
(thousand barrels per day)                      
  Gasoline.........................     638        585
  Distillates......................     361        329
  Other products...................     185        157
    Total..........................   1,184      1,071
                                                
Input to U.S. Crude Units                       
(thousand barrels per day).........     869        877
                                                
Refinery Utilization Rate..........     86%        87%
                                                

Petroleum  Products activities earned $99 million for  the  first
three  months of 1998, compared with $28 million for the  similar
1997  period. Higher margins and volumes on refined products more
than   offset   lower  earnings  from  Canadian  NGL  operations,
primarily reflecting lower prices.

Chemicals

Chemical earnings of $103 million for the first quarter  of  1998
compared  with  $147  million for the similar  1997  period.  The
decline   in   earnings  primarily  reflected  reduced   purified
terephthalic acid ("PTA") margins, and lower olefins margins  and
volumes.

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  $87
million  for  the first three months of 1998, compared  with  net
expenses  after  tax  of  $74 million in the  corresponding  1997
period.

Outlook

The Corporation and the oil industry will continue to be affected
by  the  volatility of crude oil, natural gas and refined product
prices,   and   the   overall  supply/demand   balance   of   the
petrochemical    industry.   Uncertainty   in   world    markets,
particularly  Asia,  new  governmental regulation  and  technical
advances  add  to the significant challenges to be addressed  and
managed by Amoco.

Amoco believes it has the structure and resources to allow it  to
achieve   improvements  in  profitability  and  growth   of   its
businesses  through  intensive portfolio management.  Amoco  also
expects  to  continue  to  benefit from  ongoing  cost  reduction
programs.  Efficiency gains are expected through  development  of
new   work   processes,  alliances,  joint  ventures,   strategic
acquisitions and divestments and volume growth in its operations.

Amoco's worldwide barrel-oil-equivalent production is expected to
increase  from 1996 levels by 25 percent by the year  2001,  with
the  largest  increases expected to occur  in  the  later  years.
Significant contributions are anticipated from the deepwater Gulf
of  Mexico,  Trinidad, Venezuela, Argentina, Bolivia, Egypt,  and
the Caspian Basin.

In the petroleum products sector, Amoco's refinery performance is
expected  to  improve  by using a new approach  and  organization
which  should increase revenues and improve refining  utilization
simultaneously.  Amoco's  marketing  strategy  will  continue  to
emphasize brand product quality and growth in its position  as  a
convenience  retailer, with an objective of  increasing  gasoline
volumes  an average of four percent per year over the long  term.
The  new  convenience store format, Split Second, and  a  renewed
commitment  to  the  service  bay,  called  Certicare,  are  both
strategies  designed to increase growth in marketing  operations.
Strategic alliances with such companies as McDonald's Corporation
and  Fomento  Economico  Mexicano S.A.  de  C.V.  in  Mexico  are
expected to expand.

In the chemical sector, Amoco's overall strategy is to manage its
portfolio  to  maximize  existing  business  value  by   stronger
functional excellence, increased market focus and more  efficient
management   of  opportunities.  Amoco  is  in  the  process   of
selectively increasing capacities within its chemical  portfolio.
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 selectively expanding its wholly owned  and
joint-venture operations.

In  addition,  Amoco  is  expanding its  polypropylene  capacity,
adding  a  250,000  ton unit at its existing  plant  near  Alvin,
Texas.  Alpha-olefins capacity is being expanded by 100,000  tons
at a plant in Belgium.


Liquidity and Capital Resources

Cash  flows from operating activities for the first three  months
of  1998  amounted to $220 million compared with $920 million  in
the  prior-year period. Working capital of $440 million at  March
31,  1998  compared with $1.0 billion at December 31,  1997.  The
Corporation's  current ratio was 1.08 to 1  at  March  31,  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 $6.1 billion at March 31,  1998  and  $5.6
billion  at  year-end  1997. Debt as a percentage  of  debt-plus-
equity  was  27.4 percent at March 31, 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 March 31, 1998, totaled  $333
million.

Cash  dividends  paid in the first quarter of 1998  totaled  $362
million.  The quarterly dividend was raised in the first  quarter
of 1998 to bring the annual dividend to $1.50 per share on a post-
split  basis. Amoco declared a two-for-one stock split on  shares
outstanding on March 31, 1998.

Amoco  is  into  the second year of a two-year, $2 billion  stock
repurchase  program. Through March 1998, 34.2 million  shares  of
Amoco's common stock, on a post-split basis, were repurchased  at
a cost of over $1.5 billion.

Amoco  is  a  50  percent owner of a recently  constructed  power
generation plant in Colombia. Currently, it is not clear  whether
an  adequate  fuel supply will be available to the  plant  on  an
efficient  basis. Amoco is exploring alternatives for plant  fuel
supply,  and evaluating its commercial options. If an alternative
fuel  supply cannot be identified, recovery of Amoco's investment
of approximately $110 million would be uncertain.

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 March 31, 1998, 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
for   ongoing  operations.  A  $500  million  shelf  registration
statement  remains  on  file  with the  Securities  and  Exchange
Commission to permit ready access to capital markets.

Capital  and exploration expenditures for the first three  months
of  1998  totaled $843 million, excluding $90 million for Amoco's
share  of  equity basis affiliates' spending. This compared  with
$816  million for the similar 1997 period, excluding $45  million
for  Amoco's  share  of  affiliates' spending.  Approximately  72
percent of the 1998 expenditures was spent in E&P operations.  In
light  of  weaker energy prices than anticipated, the Corporation
recently  reduced the 1998 capital and exploration spending  plan
by  eight percent, or about $340 million, to $3.9 billion,  about
the same as 1997 capital and exploration expenditures.

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.  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, and other changes  to
business conditions.


                   PART II--OTHER INFORMATION
                                
Item 1.  Legal Proceedings

Nine  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 $4.1 million.

The  Internal Revenue Service ("IRS") challenged the  application
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. On June 18, 1992, the IRS issued
a  statutory  Notice of Deficiency for additional  taxes  in  the
amount  of $466 million, plus interest, relating to 1980  through
1982.  The  Corporation  contested the IRS  statutory  Notice  of
Deficiency.  Trial on the matter was held in April  1995,  and  a
decision  was  rendered by the U.S. Tax Court in March  1996,  in
Amoco's favor. The IRS appealed the Tax Court's decision  to  the
U.S.  Court of Appeals for the Seventh Circuit, and on March  11,
1998,   the  Seventh  Circuit  affirmed  the  Tax  Court's  prior
decision.  A proposal for a comparable adjustment of foreign  tax
credits  is  pending for the years 1983 through 1992  based  upon
subsequent IRS audits. The Corporation believes that the  foreign
income taxes have been reflected properly in its U.S. federal tax
returns.  Consequently, this dispute is not expected  to  have  a
material  effect  on  liquidity, results of  operations,  or  the
consolidated financial position of the Corporation.

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

(a)  The Annual Meeting of Shareholders was held on April 28,
1998.

(b)  Not applicable

(c)   Five  persons  nominated by the  Board  of  Directors  were
elected   directors.  Proxies  for  the  meeting  were  solicited
pursuant  to  Regulation  14A;  there  was  no  solicitation   in
opposition   to  management's  nominees  listed  in   the   proxy
statement.  Results  of the election were  as  follows:  Ruth  S.
Block, shares for 411,109,093, shares withheld 9,472,402; John H.
Bryan,  shares for 411,934,520, shares withheld 8,646,975; Arthur
C.  Martinez, shares for 411,803,730, shares withheld  8,777,765;
Walter   E.  Massey,  shares  for  411,734,237,  shares  withheld
8,847,258;  Michael  H.  Wilson, shares for  408,942,743,  shares
withheld  11,638,752. Abstentions for the  nominees  as  a  group
totaled  8,400,132.  With  respect  to  the  concurrence  in  the
appointment  of  Price  Waterhouse LLP to  serve  as  independent
accountants  for Amoco and its subsidiaries for the  fiscal  year
1998, the results were as follows: shares for 416,014,875, shares
against 2,575,789 and abstentions 1,990,831. The indicated shares
are on a pre-split basis.

(d)  Not applicable

Item 5.  Other Information

Shown below is summarized financial data of Amoco's wholly
owned subsidiary, Amoco Company.
                                               Three Months
                                                  Ended
                                                March 31,
                                             1998        1997
                                           (millions of dollars)
Total revenues (including excise taxes)...  $ 6,936     $ 8,074
Net income................................  $   297     $   556
                                                       
                                           March 31,   Dec. 31,
                                             1998        1997
Current assets............................  $ 6,520     $ 6,442
Total assets..............................  $30,380     $30,062
Current liabilities.......................  $ 4,817     $ 5,165
Long-term debt - affiliates...............  $ 4,880     $ 4,739
               - other....................  $ 2,953     $ 2,791
Deferred credits..........................  $ 4,709     $ 4,663
Minority interest.........................  $   123     $   119
Shareholder's equity......................  $12,817     $12,505
                                                       



Shown below is summarized financial data of Amoco's wholly
owned subsidiary, Amoco Canada.
                                               Three Months
                                                  Ended
                                                March 31,
                                             1998        1997
                                           (millions of dollars)
Revenues..................................  $   975     $ 1,350
Net income................................  $    28     $   141
                                                       
                                           March 31,   Dec. 31,
                                             1998        1997
Current assets............................  $   998     $ 1,479
Total assets..............................  $ 3,875     $ 4,217
Current liabilities.......................  $   583     $   948
Non-current liabilities...................  $ 3,038     $ 3,043
Shareholder's equity .....................  $   254     $   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)    No reports on Form 8-K were filed during the quarter ended
March 31, 1998.
<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: May 14, 1998

                                   A. J. NOCCHIERO
                                   A. J. Nocchiero
                                   Vice President and Controller
                                   (Duly Authorized and Chief
                                    Accounting Officer)