<PAGE>
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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 September 30, 1996 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,   1996--
497,254,550
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                  PART I-- FINANCIAL INFORMATION

Item 1.  Financial Statements
Consolidated Statement of Income
(millions of dollars)
                                 Three Months      Nine Months
                                    Ended             Ended
                                 September 30,     September 30,
                                  1996    1995     1996      1995
Revenues:                                                 
  Sales and other operating                               
    revenues.................  $ 7,910 $ 6,660  $23,018   $20,094
  Consumer excise taxes......      869     859    2,532     2,502
  Other income...............      239     119      447       319
    Total revenues...........    9,018   7,638   25,997    22,915
                                                          
Costs and Expenses:                                       
  Purchased crude oil,                                    
    natural gas, petroleum
    products and merchandise.    4,582   3,401   12,856    10,488
  Operating expenses.........    1,165   1,132    3,455     3,356
  Petroleum exploration                                   
    expenses, including
    exploratory dry holes....      165     149      416       380
  Selling and administrative                              
    expenses.................      488     496    1,611     1,509
  Taxes other than income                                 
    taxes....................    1,088   1,046    3,155     3,057
  Depreciation, depletion,                                
    amortization, and retire-                             
    ments and abandonments...      583     532    1,674     1,590
  Interest expense...........       59      84      164       259
    Total costs and expenses.    8,130   6,840   23,331    20,639
                                                          
Income before income taxes...      888     798    2,666     2,276
                                                          
Income taxes.................      253     199      703       621
                                                          
Net income...................  $   635 $   599  $ 1,963   $ 1,655
                                                          
Weighted average number of                                
  shares of common stock                                  
  outstanding (in thousands).  497,203 494,060  496,984   495,078
                                                          
Per Share Data (Based on weighted                         
  average shares outstanding):                            
                                                          
Net income...................  $  1.28 $  1.21  $  3.95   $  3.34
                                                          
Cash dividends per share.....  $   .65 $   .60  $  1.95   $  1.80
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Consolidated Statement of Financial Position
(millions of dollars)
                                               Sept. 30,  Dec. 31,
                    ASSETS                        1996       1995
Current Assets:                                           
  Cash........................................ $   155    $   182
  Marketable securities -- at cost (all                   
    corporate except $124 at September 30, 1996                
    and $184 at December 31, 1995, which
    represent state and municipal securities).     806      1,212
  Accounts and notes receivable (less                     
    allowances of $17 at September 30, 1996,              
    and $16 at December 31, 1995).............   3,343      3,332
  Inventories                                             
    Crude oil and products....................     838        750
    Materials and supplies....................     347        291
  Prepaid expenses and income taxes...........     840        723
    Total current assets......................   6,329      6,490
Investments and Other Assets:                             
  Investments and related advances............     665        654
  Long-term receivables and other assets......     873        655
                                                 1,538      1,309
Properties--at cost, less accumulated depre-              
  ciation, depletion and amortization of                  
  $27,125 at September 30, 1996, and $26,531              
  at December 31, 1995 (the successful                    
  efforts method of accounting is followed                
  for costs incurred in oil and gas producing             
  activities).................................  23,028     22,046
    Total assets.............................. $30,895    $29,845
                                                          
     LIABILITIES AND SHAREHOLDERS' EQUITY                 
Current Liabilities:                                      
  Current portion of long-term obligations.... $    94    $   341
  Short-term obligations......................     900        735
  Accounts payable............................   2,493      2,822
  Accrued liabilities.........................     963        989
  Taxes payable (including income taxes)......   1,005        887
    Total current liabilities.................   5,455      5,774
Long-Term Debt................................   4,178      3,962
Deferred Credits and Other Non-Current Liabilities:
  Income taxes................................   2,907      2,745
  Other.......................................   2,366      2,401
                                                 5,273      5,146
Minority Interest.............................     124        115
                                                          
Shareholders' Equity:                                     
  Common stock (authorized 800,000,000 shares;            
    issued and outstanding at September 30,               
    1996 --497,254,550; December 31, 1995                 
    --496,402,697 shares).....................   2,631      2,590
  Earnings retained and invested in the                   
    business..................................  13,299     12,295
  Pension liability adjustment................     (49)       (49)
  Foreign currency translation adjustment.....     (16)        12
                                                15,865     14,848
    Total liabilities and shareholders' equity $30,895    $29,845
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Consolidated Statement of Cash Flows
(millions of dollars)
                                               Nine Months Ended
                                                   September 30,
                                                  1996       1995
Cash Flows from Operating Activities:                     
  Net income.................................. $ 1,963    $ 1,655
  Adjustments to reconcile net income to net              
    cash provided by operating activities:                
    Depreciation, depletion, amortization,                
      and retirements and abandonments........   1,674      1,590
    (Increase) decrease in receivables........    (140)        94
    Increase in inventories...................    (111)      (174)
    Decrease in payables and accrued                      
      liabilities.............................    (181)      (298)
    Deferred taxes and other items............    (371)      (376)
    Net cash provided by operating activities.   2,834      2,491
                                                          
Cash Flows from Investing Activities:                     
  Capital expenditures........................  (2,663)    (2,367)
  Proceeds from dispositions of property                  
    and other assets..........................     705        230
  Net investments, advances and business                  
    acquisitions..............................    (642)      (164)
  Proceeds from sales of investments..........     110          -
  Other.......................................      15          9
    Net cash used in investing activities.....  (2,475)    (2,292)
                                                          
Cash Flows from Financing Activities:                     
  New long-term obligations...................     346        245
  Repayment of long-term obligations..........    (385)      (277)
  Cash dividends paid.........................    (958)      (888)
  Issuance of common stock...................       40         31
  Acquisitions of common stock................       -       (661)
  Increase in short-term obligations..........     165        689
    Net cash used in financing activities.....    (792)      (861)
                                                          
Decrease in Cash and Marketable Securities....    (433)      (662)
Cash and Marketable Securities-                           
  Beginning of Period.........................   1,394      1,789
Cash and Marketable Securities-End of Period.. $   961    $ 1,127
<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 first nine months of 1996 amounted to  $1,963
million,  or $3.95 per share, an increase of 19 percent over  net
income  for  the first nine months of 1995 of $1,655 million,  or
$3.34  per  share.  Included in the results for  the  first  nine
months  of 1996 were gains of $97 million on the sale of  Amoco's
polystyrene  foam  products business and $56 million  on  certain
Canadian  asset dispositions. Excluding these gains, first  nine-
month earnings totaled $1,810 million, 9 percent higher than  the
similar 1995 period. The increase in earnings primarily reflected
higher energy prices and production volumes, partially offset  by
lower chemical and petroleum products margins.

Net  income  for  the third quarter of 1996 was $635  million  or
$1.28 per share. Benefiting earnings was the previously mentioned
gain  on  the sale of Amoco's polystyrene foam products business.
Excluding this gain, earnings were $538 million, a decline of  10
percent  from  1995's third quarter net income of  $599  million.
Continued  weakness  in petroleum products and  chemical  margins
more than offset higher energy prices and production volumes.

For  the  12  months ended September 30, 1996, return on  average
shareholders' equity was 14.0 percent compared with 15.0  percent
for  the  12  months ended September 30, 1995. Return on  average
capital  employed was 10.9 percent for the 12-month period  ended
September   30,  1996,  compared  with  12.2  percent   for   the
corresponding prior-year period.

Sales  and other operating revenues totaled $23 billion  for  the
first nine months of 1996 and $7.9 billion for the third quarter,
15  and  19  percent higher, respectively, than the corresponding
1995  periods.  The increase in both periods was attributable  to
higher  crude  oil, natural gas, and refined product  prices  and
sales volumes. Chemical  revenues  for both the  nine months  and
third quarter increased  slightly compared with the similar  1995 
periods, as acquisitions and volume increases offset lower prices.

The  increase  in  other income for both year-to-date  and  third
quarter  1996  mainly reflected the gain on the sale  of  Amoco's
polystyrene foam products business.

Purchases  of  crude  oil, natural gas,  petroleum  products  and
merchandise for the first nine months and third quarter  of  1996
increased 23 percent and 35 percent, respectively, compared  with
the similar 1995 periods.  The increase in both periods primarily
resulted from higher crude oil and natural gas volumes and prices
and increases in refined product prices.

Petroleum  exploration expenses increased nine  and  11  percent,
respectively, in the first nine months and third quarter of  1996
compared with 1995, primarily reflecting higher dry hole expenses
overseas.

Selling and administrative expenses for the first nine months  of
$1.6  billion compared with $1.5 billion for the comparable  1995
period.  Included  in selling and  administrative  expenses  were
ongoing  reorganization  costs  of  $98 million  before tax,  $10
million  higher than 1995, mainly related to system redesign  and
new  process development. Third-quarter 1996 reorganization costs
totaled $31 million before tax compared to $25  million  incurred
in the  third  quarter  of  1995.   Also reflected  in  the third
quarter 1996 selling and  administrative expenses  were favorable
currency effects of $3 million, compared to  unfavorable currency
effects of $27  million  in  the  third quarter of 1995.

Interest  expense of $164 million and $59 million for  the  first
nine  months and third quarter 1996, respectively, decreased from
the  corresponding 1995 periods primarily as a  result  of  lower
interest   related  to  revised  estimates  of  tax  obligations.

Net Income by Industry Segment
                              Nine Months      Third Quarter
(millions of dollars)       1996      1995     1996    1995
Exploration and Production                            
  United States..........  $  739    $  523   $ 224   $ 159
  Canada.................     224        69      35     (10)
  Overseas...............     310       239     104      91
  Subtotal...............   1,273       831     363     240
Petroleum Products.......     200       254      92     131
Chemicals................     630       775     217     296
Corporate and                                         
  Other Operations*......    (140)     (205)    (37)    (68)
Net Income...............  $1,963    $1,655   $ 635   $ 599
                                                      
                                                      
*  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
                                Nine Months        Third Quarter
                               1996      1995      1996      1995
Net  Production  of  Natural Gas                               
(million cubic  feet  per day)
  United States............    2,574     2,445     2,579     2,470
  Canada...................      821       828       802       856
  Overseas.................      949       901       840       820
   Total..................     4,344     4,174     4,221     4,146
                                                            
Net Production of Crude Oil and NGL                      
(thousand barrels per day)
  United States--crude oil.      181       185       180       182
               --NGL.......      113       106       117       104
  Canada--crude oil........       50        53        50        52
        --NGL..............       12        13        11        13
  Overseas.................      300       296       307       298
   Total..................       656       653       665       649
                                                            
U.S. Refined Product Sales                                
(thousand  barrels  per day)
  Gasoline.................      633       601       659       624
  Distillates..............      358       362       343       373
  Other products...........      198       186       230       224
   Total..................     1,189     1,149     1,232     1,221
                                                            
Input to U.S. Crude Units                                   
(thousand barrels per day)       950       920       959       978
                                                            
Refinery Utilization Rate        94%       92%       95%       98%

Exploration and Production - U. S.

U.S. Exploration  and Production ("E&P")  operations earned $739
million in the first nine  months of  1996  compared  with  $523
million  for  the similar 1995 period. In  the  third quarter of
1996 earnings increased to $224 million  from  $159  million  in
last year's third quarter. The improvement in  both 1996 periods
primarily  reflected  higher  crude  oil  and natural gas prices
and increased natural  gas  volumes,  partly  offset  by  higher
exploration expenses.

Amoco's  natural gas prices for the first nine months  and  third
quarter  of 1996 averaged approximately $1.70 per thousand  cubic
feet  ("mcf"), $.40 per mcf above the first nine months  of  1995
and  $.50  per  mcf above the prior-year third quarter.  For  the
first nine months of 1996, Amoco's average crude oil prices  were
up  about $3.00 per barrel and averaged approximately $19.20  per
barrel.  For  the  third quarter 1996, crude oil prices  averaged
approximately $20.55 per barrel, an increase of $4.70 per  barrel
from  1995's  third quarter average.

Exploration and Production  - Canada

Canadian  E&P  earnings,  which  include  supply and marketing of 
natural   gas  liquids  ("NGL"),  were   $224   million  and  $35
million  for  the  1996  first nine  months  and  third  quarter,
respectively, compared with earnings of $69 million and a loss of
$10  million for the comparable periods of 1995. Earnings  during
1996  benefited  from  higher energy prices,  higher  supply  and
marketing  earnings,  lower exploration  expenses  and  favorable
currency effects. Partially offsetting were lower crude  oil  and
natural  gas production, and a restructuring charge of about  $10
million  after  tax primarily related to the elimination  of  220
positions. Also impacting 1996 nine-month earnings were after-tax
gains of $56 million on asset dispositions, including the sale of
Amoco's remaining investment in Crestar Energy Inc.

Amoco's Canadian natural gas prices averaged approximately  $1.05
per  mcf  for the first nine months of 1996 compared  with  about
$.90  per mcf for the prior-year period. For the quarter, natural
gas  prices increased $.10 per mcf to average approximately  $.95
per  mcf.  Average crude oil prices for the first nine months  of
1996  were  approximately  $17.20 per barrel,  $1.80  per  barrel
higher  than the comparable period last year. Average  crude  oil
prices  for the third quarter of 1996 increased almost $3.00  per
barrel  compared with the third quarter of 1995, averaging almost
$18.20  per  barrel for the quarter.

Exploration and Production  - Overseas

Overseas  E&P earnings were  $310  million for  the   first  nine
months of 1996, an increase of  $71  million  over  1995's  first
nine-months  results.  Third  quarter  1996  earnings  were  $104
million compared with $91 million for the third quarter of  1995.
The growth in earnings from a year ago reflected higher crude oil
prices and production volumes, which more than offset an increase
in  exploration expenses. Third-quarter 1996 crude  oil  and  NGL
production  increased three percent compared with the  prior-year
period,  as production of 28,000 barrels per day from the  Liuhua
field in the South China Sea more than offset declines elsewhere.
Liuhua field production, which began in late March of this  year,
averaged  18,000  barrels  per day for  the  first  nine  months.

Petroleum  Products

Petroleum  Products  activities  earned   $200 million  for  the
first nine months of 1996, compared with  $254 million  for  the
nine month period in 1995. Third  quarter 1996 earnings were $92
million compared with $131 million in the third quarter of 1995.
The earnings decreased from those for the same period a year ago
as lower refining margins, in part reflecting higher  crude  oil
costs, more than offset gains associated with asset dispositions.

Chemicals

Excluding the $97 million gain from the  sale of the  polystyrene
foam products business,  chemical operations earned $533  million
for the first nine months of  1996  and $120 million in the third
quarter,  compared  with  $775  million  and $296 million for the
respective 1995 periods. The decrease in earnings for both periods
primarily  reflected  significantly  lower margins  for  olefins,
paraxylene  ("PX")  and  purified  terephthalic   acid   ("PTA"),
compared  with  exceptionally high levels of a  year ago. Overall
industry-wide  inventory destocking early in the year accelerated
the reduction in margins.

On a year-to-date basis, margins have declined. However, chemical
volumes  have  increased, reflecting capacity  additions,  partly
offsetting  the  margin declines. PX sales volumes  increased  10
percent and olefins sales volumes increased 13 percent during the
first nine months of 1996 compared to the similar period in 1995.
While  nine-month PTA volumes declined slightly from 1995 levels,
third-quarter volumes were 10 percent higher than a year ago.

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.
These operations  reported net expenses after tax of $140 million
for the first nine months of 1996, compared with $205 million for
the first nine months of 1995. Third  quarter  net  expenses were 
$37  million  in  1996 compared  to  $68  million  in  the  third
quarter  of  1995.  The decrease in net expenses for both periods
primarily  reflected lower  corporate expenses and lower interest
related  to  revised estimates  of  tax obligations. Year-to-date
earnings  were  also impacted  by  second-quarter  gains on asset
dispositions,  which were partly  offset by  unfavorable currency
effects.

Outlook

Amoco 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 savings associated with changes in its 
organizational structure; ongoing  cost  reduction  programs; the
divestment  of  marginal  properties  and underperforming assets; 
application   of   new   technologies;   and   new   governmental
regulations.

Amoco's exploration efforts will target  those  areas that  offer
the  most  potential. Amoco will  also  continue to capitalize on
its natural gas resources. In the third quarter,  a contract  was
signed to supply Ecopetrol with up to  100  million cubic feet of
natural  gas daily from Amoco's  Opon  field in Colombia. Amoco's
E&P   barrel-oil-equivalent   current-year  production  in  North
America  is  expected  to  remain approximately at  1995  levels.
Outside North America, the Liuhua oil field  in the  South  China
Sea  came onstream in late  March  and  should benefit 1996 crude
oil  production by an average of  over  20,000 barrels  per  day.
Overseas natural gas production is expected  to increase in  1996 
compared  to  1995.

In the petroleum products sector, Amoco anticipates weak refining
margins  in  the  near  term.  Amoco's   marketing  strategy will
continue  to  emphasize  brand product quality  and  improve  its
position  as  a  convenience retailer.  Amoco  will  continue  to
pursue  additional  cost  reduction  programs  and improved asset
utilization. As recently announced, Amoco  is selling its Central
Europe marketing sites as  part  of its  refocused   strategy  to
grow  retail  marketing  operations primarily  in  the  Americas.
The sites being sold include four existing  outlets  and fourteen
others that are  currently  under construction in Poland, Romania
and Bulgaria.

In  the  chemical  sector, while the near-term  industry  outlook
remains  soft  for  commodity chemicals, Amoco expects  long-term
annual  worldwide volume growth to exceed three percent,  with  a
higher  increase  anticipated  in the  Asia-Pacific  region.  PTA
average  annual growth is expected to be eight percent  over  the
next  decade, with the largest demand increase expected to be  in
the Asia-Pacific region, while worldwide PX demand is expected to
grow  about  six percent per year. Amoco's wholly  owned  500,000
metric  tons-per-year PTA plant in Malaysia went onstream in  the
second quarter of 1996.

During  the third quarter, a new 200,000 metric ton polypropylene
unit  at Amoco's Geel, Belgium plant began operations. Amoco also
announced  an  expansion  of  purified  isophthalic  acid   (PIA)
capacity  at  its Joliet, Ill., facility from the current  93,000
tons  per  year to 200,000 tons per year. Operations are expected
to  begin  in  first  quarter 1998. Sale of Amoco  Foam  Products
Company  ("Amoco  Foam")  to a unit  of  Tenneco  Inc.  was  also
completed. Huntsman Chemical Corporation has signed an  agreement
to purchase Amoco's polystyrene assets.

Amoco  will  continue to evaluate and divest marginal  properties
and   underperforming  assets.  Amoco  also  continues  to   seek
attractive  opportunities worldwide and is  constantly  reviewing
strategic  alternatives. Amoco and Shell  Oil  Company  signed  a
letter   of  intent  to  form  a  limited  partnership  combining
exploration  and production assets in the greater  Permian  Basin
area of west Texas and southeast New Mexico. Amoco will have a 65
percent  interest  in  the joint venture, which  is  expected  to
produce approximately 210,000 gross barrels per day of crude  oil
and  250  million gross cubic feet per day of natural gas.  Final
agreement  is contingent on the successful completion of  ongoing
discussions  regarding design, management and  operation  of  the
company.  Start up of the partnership is expected in  the  fourth
quarter of 1996 or early 1997.


Liquidity and Capital Resources

Cash flows from operating activities for the first nine months of
1996  amounted to $2,834 million compared with $2,491 million  in
the  prior-year  period.  Working capital  was  $874  million  at
September  30, 1996, compared with $716 million at  December  31,
1995.  The Corporation's current ratio was 1.16 to 1 at September
30,  1996, compared with 1.12 to 1 at year-end 1995. 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 $5.2 billion at September 30, 1996, compared
with  $5.0  billion as of year-end 1995. Debt as a percentage  of
debt-plus-equity was 24.4 percent at September 30, 1996, and 25.2
percent at year-end 1995.

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").

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 September 30,  1996,  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 access to  long-term  debt
markets  to  finance  profitable  growth  opportunities.  A  $500
million shelf registration statement for Amoco Company remains on
file  with  the  Securities and Exchange  Commission  ("SEC")  to
permit  ready access to capital markets. In 1995, Amoco Argentina
filed a shelf registration with the SEC for $200 million in  debt
securities,  of  which  $100  million  in  debt  securities  were
subsequently   issued.  Amoco  Corporation  and   Amoco   Company
guarantee   the   securities  issued  under   this   registration
statement. Amoco Canada has a U.S. $225 million revolving 10-year
credit  facility, guaranteed by Amoco and Amoco  Company,  to  be
used  for  general corporate purposes. Amoco Canada is charged  a
standby fee for the facility, which has not been used.

Proceeds  from dispositions of property and other assets included
$310  million received from the sale of Amoco Foam to a  unit  of
Tenneco Inc.

On  March  1, 1996, Albemarle Corporation's ("Albemarle")  alpha-
olefins, poly alpha olefins and synthetic alcohol businesses were
purchased  for approximately $500 million. The purchase  involved
about 550 employees and assets in Texas and Belgium.

Capital and exploration expenditures for the first nine months of
1996 totaled $3,079 million, excluding the Albemarle acquisition,
compared with $2,747 million for the comparable 1995 period.  The
increase  over  the  first nine months of 1995 reflected  planned
increases  in spending in growth areas. Approximately 68  percent
of  the  $3,079 million spent to date has occurred in exploration
and production 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.


                   PART II--OTHER INFORMATION

Item 1.  Legal Proceedings

Reference  is  made to the description of the  challenge  by  the
Internal Revenue Service ("IRS") of certain foreign income  taxes
as  credits  against  the Corporation's  U.S.  taxes  that  would
otherwise  have been payable for the years 1980 through  1989  in
Part  I, Item 3 of Amoco's 1995 Form 10-K and Part II, Item 1  of
Amoco's  Forms  10-Q for the quarters ended March 31,  1996,  and
June  30,  1996. The IRS filed a Notice of Appeal of the decision
in  the U.S. Tax Court on October 9, 1996.  The case will be sent
to  the  United States Court of Appeals for the Seventh  Circuit.
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
adverse  effect  on the liquidity, results of operations  or  the
consolidated financial position of the Corporation.

Thirteen  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 $7.6 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 with 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,
                           1996     1995     1996      1995
                                (millions of dollars)
Total revenues(including                             
excise taxes)...........  $8,272   $7,062  $23,702   $20,996
Operating profit........  $  908   $  926  $ 2,610   $ 2,415
Net income..............  $  566   $  606  $ 1,674   $ 1,554
                                                     

                                 Sept. 30,   Dec. 31,
                                   1996        1995
                                 (millions of dollars)
Current assets.................  $ 5,453     $ 5,303
Total assets...................  $27,715     $26,326
Current liabilities............  $ 4,184     $ 4,578
Long-term debt-affiliates......  $ 4,568     $ 4,608
              -other...........  $ 2,212     $ 2,177
Deferred credits...............  $ 4,524     $ 4,397
Minority interest..............  $   124     $   110
Shareholder's equity...........  $12,103     $10,456
                                             

Shown below is summarized financial information for Amoco's
wholly owned subsidiary, Amoco Canada.
                                                    
                            Three Months        Nine Months
                                Ended             Ended
                            September 30,     September 30,
                           1996     1995     1996      1995
                                 (millions of dollars)
                                                      
Revenues................  $1,094   $  838   $3,135    $2,639
Net income(loss)........  $  (18)  $  (90)  $  129    $ (111)
                                                      

                                 Sept. 30,   Dec. 31,
                                   1996        1995
                                 (millions of dollars)
Current assets.................. $ 1,226     $ 1,252
Total assets.................... $ 4,479     $ 4,493
Current liabilities............. $ 2,292     $ 2,494
Non-current liabilities......... $ 2,440     $ 2,381
Shareholder's deficit........... $  (253)    $  (382)


Shown below is summarized financial information for
Amoco's indirectly wholly owned subsidiary, Amoco
Argentina.
                                                 
                         Three Months    Nine Months
                            Ended          Ended
                         September 30,  September 30,
                          1996   1995    1996   1995
                               (millions of dollars)
Revenues................  $ 90   $ 67   $244   $189
Net income..............  $ 34   $ 20   $ 90   $ 64
                                                

                                  Sept. 30,    Dec. 31,
                                    1996         1995
                                  (millions of dollars)
Current assets..................    $125         $ 73
Total assets....................    $527         $389
Current liabilities.............    $ 78         $ 49
Non-current liabilities.........    $198         $113
Shareholder's equity............    $251         $227




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
     September 30, 1996.
<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 12, 1996



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