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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, 1997 or

( ) TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934

  For the transition period from           to

Commission file number 1-170-2


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

               INDIANA                            36-1812780
(State or other jurisdiction of              (I.R.S. Employer
 incorporation or organization)               Identification No.)

 200 EAST RANDOLPH DRIVE, CHICAGO, ILLINOIS            60601
 (Address of principal executive offices)           (Zip Code)

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

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

Indicate  by  check mark whether the registrant (1)  has  filed  all
reports  required  to  be  filed by  Section  13  or  15(d)  of  the
Securities  Exchange Act of 1934 during the preceding 12 months  (or
for  such  shorter period that the registrant was required  to  file
such  reports), and (2) has been subject to such filing requirements
for the past 90 days.
               Yes  X       No

Number of shares outstanding as of September 30, 1997--486,937,192
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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,
                                  1997      1996     1997     1996
Revenues:                                                   
  Sales and other operating                                 
    revenues................... $ 7,984   $ 7,910  $23,724  $23,018
  Consumer excise taxes........     894       869    2,577    2,532
  Other income.................     105       239      299      447
    Total revenues ............   8,983     9,018   26,600   25,997
                                                            
Costs and Expenses:                                         
  Purchased crude oil,                                      
    natural gas, petroleum
    products and merchandise...   4,471     4,582   13,144   12,856
  Operating expenses...........   1,219     1,165    3,649    3,455
  Petroleum exploration                                     
    expenses, including
    exploratory dry holes......     132       165      417      416
  Selling and administrative                                
    expenses...................     555       488    1,562    1,611
  Taxes other than income taxes   1,058     1,088    3,163    3,155
  Depreciation, depletion,                                  
    amortization, and retire-                               
    ments and abandonments.....     570       583    1,662    1,674
  Interest expense.............      97        59      269      164
    Total costs and expenses...   8,102     8,130   23,866   23,331
                                                            
Income before income taxes.....     881       888    2,734    2,666
                                                            
Income taxes...................     246       253      803      703
                                                            
Net income..................... $   635   $   635  $ 1,931  $ 1,963
                                                            
Weighted average number of                                  
  shares of common stock                                    
  outstanding (in thousands)... 488,253   497,203  491,906  496,984
                                                            
Per Share Data (Based on weighted                           
  average shares outstanding):                              
                                                            
Net income..................... $  1.30   $  1.28  $  3.92  $  3.95
                                                            
Cash dividends per share....... $   .70   $   .65  $  2.10  $  1.95
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<PAGE>                                                            
Consolidated Statement of Financial Position
(millions of dollars)
                                                Sept. 30,  Dec. 31,
                    ASSETS                        1997       1996
Current Assets:                                            
  Cash......................................... $    186   $    186
  Marketable securities -- at cost (all                    
    corporate except $52 at September 30, 1997,            
    and $141 at December 31, 1996 which                    
    represent state and municipal securities)..      839      1,135
  Accounts and notes receivable (less                      
    allowances of $17 at September 30, 1997,               
    and $17 at December 31, 1996)..............    3,777      3,942
  Inventories                                              
    Crude oil and products.....................      992        795
    Materials and supplies.....................      274        274
  Prepaid expenses, income taxes and other.....      969        731
    Total current assets.......................    7,037      7,063
Investments and Other Assets:                              
  Investments and related advances.............      900        796
  Long-term receivables and other assets.......    1,013        841
                                                   1,913      1,637
Properties--at cost, less accumulated depre-               
  ciation, depletion and amortization of                   
  $27,931 at September 30, 1997, and $27,111               
  at December 31, 1996 (The successful efforts             
  method of accounting is followed for costs               
  incurred in oil and gas producing activities)   23,914     23,400
    Total assets............................... $ 32,864   $ 32,100
                                                           
     LIABILITIES AND SHAREHOLDERS' EQUITY                  
Current Liabilities:                                       
  Current portion of long-term obligations..... $    170   $    151
  Short-term obligations.......................    1,079        821
  Accounts payable.............................    2,662      3,196
  Accrued liabilities..........................      923        908
  Taxes payable (including income taxes).......    1,067      1,063
    Total current liabilities..................    5,901      6,139
                                                           
Long-term Obligations:                                     
  Debt.........................................    4,843      4,153
  Capitalized leases...........................       89         76
                                                   4,932      4,229
Deferred Credits and Other Non-Current Liabilities:        
  Income taxes.................................    3,061      2,850
  Other........................................    2,290      2,345
                                                   5,351      5,195
Minority Interest..............................      432        129
                                                           
Shareholders' Equity:                                      
  Common stock (authorized 800,000,000 shares;             
    issued and outstanding at September 30,                
    1997--486,937,192; December 31, 1996                   
    --497,275,364 shares)......................    2,584      2,646
  Earnings retained and invested in the                    
    business...................................   13,805     13,806
  Pension liability adjustment.................      (25)       (25)
  Foreign currency translation adjustment......     (116)       (19)
                                                  16,248     16,408
    Total liabilities and shareholders' equity. $ 32,864   $ 32,100
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Consolidated Statement of Cash Flows
(millions of dollars)
                                                Nine Months Ended
                                                  September 30,
                                                 1997      1996
Cash Flows from Operating Activities:                    
  Net income.................................. $ 1,931   $ 1,963
  Adjustments to reconcile net income to net             
    cash provided by operating activities:               
    Depreciation, depletion, amortization,               
      and retirements and abandonments........   1,662     1,674
    Decrease (increase) in receivables........     172      (140)
    Increase in inventories...................    (200)     (111)
    Decrease in payables and accrued                     
      liabilities.............................    (583)     (181)
    Deferred taxes and other items............     116      (371)
    Net cash provided by operating activities.   3,098     2,834
                                                         
Cash Flows from Investing Activities:                    
  Capital expenditures........................  (2,335)   (2,663)
  Proceeds from dispositions of property                 
    and other assets..........................     450       705
  Net investments, advances and business                 
    acquisitions..............................    (507)     (642)
  Proceeds from sales of investments..........      20       110
  Other.......................................      54        15
    Net cash used in investing activities.....  (2,318)   (2,475)
                                                         
Cash Flows from Financing Activities:                    
  New long-term obligations...................     775       346
  Repayment of long-term obligations..........    (116)     (385)
  Cash dividends paid.........................  (1,038)     (958)
  Issuance of common stock....................     101        40
  Acquisitions of common stock................  (1,056)        -
  Increase in short-term obligations..........     258       165
    Net cash used in financing activities.....  (1,076)     (792)
                                                         
Decrease in Cash and Marketable Securities....    (296)     (433)
Cash and Marketable Securities-                          
  Beginning of Period.........................   1,321     1,394
Cash and Marketable Securities-End of Period.. $ 1,025   $   961
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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.


Item 2. Management's Discussion and Analysis

Results of Operations

Net  income  for  the third quarter of 1997 of $635  million  was
equal to third-quarter 1996 earnings. Earnings per share of $1.30
were  two  percent over the comparable 1996 period.  Included  in
1996  earnings was a $97 million after-tax gain on  the  sale  of
Amoco's  polystyrene foam products business. Excluding the  gain,
1997  third-quarter earnings were up 18 percent. The increase  in
earnings reflected stronger refining margins, and an increase  in
chemical   sales  volumes  for  most  product  lines.   Partially
offsetting were lower worldwide crude oil prices and lower  North
American  production  volumes. A gain  on  the  sale  of  Amoco's
Canadian  arctic drilling unit during the quarter largely  offset
higher corporate and other operations expenses related to revised
estimates of litigation and tax obligations.

Net  income  for  the  first nine months of 1997  totaled  $1,931
million or $3.92 per share. Net income for the first nine  months
of  1996  amounted to $1,810 million, excluding the third-quarter
1996 asset-sale gain of $97 million, and first-quarter 1996 gains
of  $56 million on certain Canadian asset dispositions. Favorably
affecting  1997  earnings were higher exploration and  production
("E&P") results, primarily due to higher natural gas prices,  and
improved  refining  operations. Offsetting  were  lower  chemical
earnings compared to 1996, mainly as a result of lower paraxylene
margins.

Sales and other operating revenues for the third quarter of  1997
totaled  $8  billion,  about  even with  the  corresponding  1996
period.  For  the first nine months of 1997 revenues  were  $23.7
billion,  up  slightly  over the 1996 revenues  of  $23  billion,
reflecting higher prices for natural gas and refined products and
higher sales volumes for most chemical product lines.

Other  income  in the 1997 third quarter was $134  million  lower
than the comparable 1996 period. In the 1996 third quarter, other
income reflected the gain on the sale of Amoco's polystyrene foam
products business.

Purchases  of  crude  oil, natural gas,  petroleum  products  and
merchandise totaled $4.5 billion for the third quarter  of  1997,
two  percent lower than the 1996 third quarter. The decrease  was
primarily attributable to lower crude oil purchase prices.  Year-
to-date  purchases in 1997 were two percent higher than the  1996
nine-month  period,  primarily due  to  higher  refined  products
volumes and higher natural gas prices, offset by lower crude  oil
purchase prices and volumes.

Third-quarter 1997 operating expenses were up slightly  over  the
third  quarter  of 1996. Operating expenses for  the  first  nine
months  were six percent above the prior-year period,  reflecting
higher  refining  maintenance expenses, primarily  in  the  first
quarter, and higher U.S. production costs.

Third-quarter 1997 exploration expenses of $132 million decreased
by $33 million over the similar 1996 period, reflecting lower dry
hole  costs  worldwide.  For  the  first  nine  months  of  1997,
exploration  expenses  of $417 million were  flat  compared  with
1996,  with  lower exploration expenses in the United States  and
Canada offset by higher exploration expenses overseas.

Selling and administrative expenses totaled $555 million for  the
1997  third quarter compared with $488 million for the comparable
1996  period.  Reflected in the third quarter 1997  results  were
unfavorable  before-tax currency effects of $29 million  compared
with  favorable before-tax currency effects of $3 million in  the
third  quarter of 1996. Selling and administrative  expenses  for
the  first nine-months of 1997 were slightly lower than the first
nine months of 1996.

Interest expense increased $38 million and $105 million over  the
third  quarter  and  first  nine months  of  1996,  respectively,
reflecting an increase in long-term debt and associated  interest
expense  on  revised estimates of litigation and tax obligations.
Included  in  1996  was a reduction of interest  expense  on  tax
obligations.

For  the  12  months ended September 30, 1997, return on  average
shareholders' equity was 17.5 percent compared with 14.0  percent
for  the  12  months ended September 30, 1996. Return on  average
capital  employed was 13.3 percent for the 12-month period  ended
September   30,  1997,  compared  with  10.9  percent   for   the
corresponding prior-year period.

Results by Industry Segment

As  previously  announced, Amoco changed  the  basis  upon  which
operations  are  grouped  for  the purpose  of  business  segment
reporting to maintain alignment with changes made in its internal
structure.  Canadian  supply and marketing operations  for  crude
oil,  sulfur  and  natural gas liquids are now  included  in  the
petroleum  products  segment. Previously, those  businesses  were
reported in the E&P segment. Segment earnings for 1996 have  been
restated to conform to the new basis.
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                                Three Months      Nine Months
                                    Ended            Ended
                                 September 30,   September 30,
(millions of dollars)           1997    1996      1997     1996
Exploration and Production                               
  United States..............  $ 217   $ 224    $  791   $  739
  Canada.....................     61       8       164      124
  Overseas...................     67     104       261      310
  Subtotal...................    345     336     1,216    1,173
Petroleum Products...........    241     119       454      300
Chemicals....................    172     217       504      630
Corporate and Other                                      
   Operations*...............   (123)    (37)     (243)    (140)
  Net Income.................  $ 635   $ 635    $1,931   $1,963
                                                         

* 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,
                                1997    1996     1997    1996
Net Production of Natural Gas(million cubic feet per day)
  United States............    2,356    2,579   2,385    2,574
  Canada...................      775      802     757      821
  Overseas.................      910      840     974      949
    Total..................    4,041    4,221   4,116    4,344
                                                        
Net Production of Crude Oil and NGL(thousand barrels per day)
  United States--crude oil.      161      180     165      181
               --NGL.......      105      117     112      113
  Canada--crude oil........       50       50      51       50
        --NGL..............       10       11      10       12
  Overseas.................      292      307     299      300
    Total..................      618      665     637      656
                                                        



Exploration and Production - U. S.

U.S.  E&P operations earned $217 million during the third quarter
of  1997  compared with $224 million for the similar 1996 period.
The  decline primarily reflected lower crude oil prices and lower
crude  oil  and  natural gas production. Partly  offsetting  were
lower exploration expenses and higher natural gas prices.

Earnings  of $791 million for first nine months of 1997 increased
seven   percent  over  the  comparable  1996  period,   primarily
reflecting  higher  natural  gas  prices  and  lower  exploration
expenses, offset by lower production due to normal field declines
and dispositions.

Amoco's   third-quarter   U.S.  natural   gas   prices   averaged
approximately $1.80 per thousand cubic feet ("mcf"), an  increase
of  six  percent  over  the comparable period  of  1996.  Amoco's
average U.S. crude oil prices of about $17.50 per barrel declined
over $3.00 per barrel from the third quarter of 1996.

For  the  first  nine months of 1997, Amoco's  U.S.  natural  gas
prices  averaged  about $2.00 per mcf, about a 30  cent  per  mcf
increase  over  the  prior-year period. Amoco's  U.S.  crude  oil
prices  averaged  over $18.60 per barrel during  the  first  nine
months of 1997, a decrease of about 60 cents per barrel from  the
comparable 1996 period.

Exploration and Production - Canada

Canadian  operations earned $61 million in the third  quarter  of
1997  compared  with restated 1996 third-quarter earnings  of  $8
million.  The 1996 earnings were restated to reflect the transfer
of Canadian supply and marketing operations for crude oil, sulfur
and  natural  gas liquids to the petroleum products segment.  The
increase in 1997 earnings primarily reflected a gain on the  sale
of  Amoco's  Canmar arctic drilling unit and higher  natural  gas
prices,  partially  offset by lower crude oil  prices  and  lower
natural gas production.

Earnings  for the first nine months of 1997 totaled $164  million
compared  with nine-month restated 1996 earnings of $68  million,
excluding  gains of $56 million on the sale of assets.  Excluding
that  gain,  the  earnings  improvement resulted  primarily  from
higher natural gas prices, lower exploration expenses and a  gain
on the sale of the arctic drilling unit. Partially offsetting was
lower  natural  gas production due to property  dispositions  and
natural field declines.

Amoco's  Canadian natural gas prices averaged $1.20 per  mcf  for
the quarter, about 25 cents per mcf higher than the third quarter
of  1996. For the first nine months, Canadian natural gas  prices
increased  34 percent over the comparable 1996 period to  average
about $1.40 per mcf.

Canadian  crude  oil prices averaged $14.00 per  barrel  for  the
third  quarter of 1997, about $4.20 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 1997, Canadian crude oil prices averaged about  $14.90
per barrel, a $2.30 per barrel decrease from the 1996 level.

Exploration and Production - Overseas

Overseas  E&P operations earned $67 million in the third  quarter
of  1997 compared with $104 million in the third quarter of 1996.
The  decline was primarily due to lower crude oil prices. For the
first  nine  months of 1997, overseas E&P operations earned  $261
million,  a decline of $49 million from the comparable prior-year
period.   The   decrease  mainly  reflected  higher   exploration
expenses, which more than offset favorable currency effects.

Third-quarter 1997 natural gas production increased  due  to  new
production in Bolivia and higher European production.  Crude  oil
production  for  the  third quarter of  1997  declined  as  lower
production in China and Egypt more than offset new production  in
Bolivia and Venezuela.

Petroleum Products
Operating Statistics

                               Three Months      Nine Months
                                  Ended            Ended
                               September 30,    September 30,
                                1997    1996     1997   1996
U.S. Refined Product Sales
(thousand barrels per day)
  Gasoline.................      686      659     652      633
  Distillates..............      352      343     338      358
  Other products...........      238      230     199      198
    Total..................    1,276    1,232   1,189    1,189
                                                        
Input to U.S. Crude Units                               
(thousand barrels per day)       988      959     943      950
                                                        
Refinery Utilization Rate        98%      95%     93%      94%
                                                        

Petroleum  Products activities earned $241 million for the  third
quarter  compared with restated earnings of $119 million  in  the
third quarter of 1996. The 1996 earnings were restated to reflect
the  transfer  of  Canadian supply and marketing  operations  for
crude  oil,  sulfur  and  natural gas liquids  to  the  petroleum
products  segment.  The increase in third-quarter  1997  earnings
primarily  resulted from improved refinery operations and  higher
U.S. refined product margins and volumes.

Earnings  for the first nine months of 1997 totaled $454 million,
an  increase of $154 million over the comparable period of  1996.
The  increase reflected higher U.S. refined product  margins  and
favorable  product mix. Offsetting was lower throughput primarily
experienced  in  the  first quarter of 1997,  reflecting  planned
turnaround at Amoco's largest refineries.

Chemicals

Chemical earnings of $172 million for the third quarter  of  1997
compared with $120 million for the similar 1996 period, excluding
a  $97  million  after-tax  gain on  the  1996  sale  of  Amoco's
polystyrene  foam  products business. The  increase  in  earnings
primarily  reflected  increased productive capacity,  and  higher
sales volumes and margins for most product lines.

For  the first nine months of 1997, earnings totaled $504 million
compared with $533 million for the same period in 1996, excluding
the  asset-sale gain. The decline in earnings resulted from lower
paraxylene and purified terephthalic acid ("PTA") margins, partly
offset by increased sales volumes and higher olefins margins.

Corporate and Other Operations

Corporate  and other operations include net interest and  general
corporate  expenses  as  well as the results  of  investments  in
technology companies, real estate interests and other activities.
Corporate  and  other operations incurred net  expenses  of  $123
million  and  $243 million for the third quarter and  first  nine
months  of  1997, respectively, compared with net expenses  after
tax  of  $37  million and $140 million in the corresponding  1996
periods.

The increase in corporate and other operations expenses primarily
reflected  increases  in  interest expense  for  long-term  debt,
revised  estimates  of litigation and tax obligations,  including
associated interest expense, and adverse currency effects.

Outlook

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

Amoco  will  pursue  areas that capitalize  on  its  natural  gas
resources and continue to expand internationally. As announced in
June,  Amoco  plans  to  divest a  number  of  its  oil  and  gas
properties and royalty interests in the United States as part  of
a  major  refocusing  of  its  U.S.  exploration  and  production
business.  During  the third quarter of 1997, Amoco  had  a  sale
pending  for  the San Juan Basin properties in New Mexico.  There
are  three  remaining packages of non-core  U.S.  crude  oil  and
natural  gas properties expected to be sold by year-end  1997  or
early 1998. Amoco has also agreed to sell its intrastate pipeline
unit in Texas. The proceeds from the divestments will be invested
in more strategic areas.

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

Amoco  Argentina  Oil  Company  ("Amoco  Argentina")  and  Bridas
Corporation ("Bridas") are in the process of creating  a  jointly
owned company called Pan American Energy LLC. The new diversified
enterprise  will  be  formed, pending definitive  agreements,  by
contributing  the respective assets of Amoco and  Bridas  in  the
Southern Cone of South America and will create the second largest
producer  of crude oil and natural gas in Argentina.  Amoco  will
hold a 60 percent interest in the new venture.

Amoco  also recently formed a limited partnership with YPF  S.A.,
called  Crescendo  Resources L.P., to manage about  one  trillion
cubic  feet  of  natural gas in the Texas Panhandle  and  western
Oklahoma.  The  combined resources are expected to  operate  more
efficiently  and allow the opportunity of sharing best  practices
and technology of both partners.

Recently,  Amoco announced a definitive agreement with Shell  Oil
Company to build a natural gas processing plant in Mississippi to
handle anticipated production increases in the Gulf of Mexico.

In  petroleum  products,  recent refinery  operations  have  seen
improved  margins  over  the  last nine  months.  However,  Amoco
anticipates  a return to more historical levels in U.S.  industry
refining margins in the long-term. Amoco will continue to  pursue
additional   cost   reduction   programs   and   improved   asset
utilization.   Amoco's  marketing  strategy  will   continue   to
emphasize brand product quality and growth in its position  as  a
convenience retailer. Strategic alliances with such companies  as
McDonald's  Corporation  and Femsa  in  Mexico  are  expected  to
continue.

In chemicals, Amoco's overall strategy is to manage its portfolio
to  optimize  the quality of its businesses through  acquisitions
and  divestments, and selectively invest in local  market  growth
for  existing  businesses.  While  current  industry  excess  PTA
capacity  is  putting  downside pressure  on  margins,  long-term
worldwide  annual  growth  is  expected  to  be  eight   percent.
Paraxylene ("PX") long-term annual growth is expected to be seven
percent. In order to meet expected growth in PTA and PX, Amoco is
expanding its wholly owned and joint-ventures operations. Amoco's
naphthalene  dicarboxylate  ("NDC")  plant  in  Decatur,  Alabama
achieved  full-scale production capacity of 27,000  tons  in  the
third  quarter  of  1997.  Amoco is  planning  on  expanding  the
capacity to between 40,000 and 50,000 tons by 1999.
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<PAGE>
Liquidity and Capital Resources

Cash flows from operating activities for the first nine months of
1997  amounted to $3.1 billion compared with $2.8 billion in  the
prior-year period. Working capital of $1,136 million at September
30,  1997  compared with $924 million at December 31,  1996.  The
Corporation's current ratio was 1.19 to 1 at September 30,  1997,
compared with 1.15 to 1 at year-end 1996. As a matter of  policy,
Amoco  practices  asset and liability management techniques  that
are  designed  to  minimize its investment  in  non-cash  working
capital.  This does not impair operational flexibility since  the
Corporation  has ready access to both short- and  long-term  debt
markets.

Long-term  receivables  and other assets at  September  30,  1997
included   $271  million  in  restricted  cash  and   investments
committed to the operatorship of a Bolivian oil and gas  company,
Empresa  Petrolera  Chaco.  Amoco  completed  the  agreement  for
operatorship and 50 percent ownership of Empresa Petrolera  Chaco
in April 1997.

Amoco's  debt  totaled  $6.1 billion at September  30,  1997,  an
increase  of  $1 billion over the $5.1 billion at year-end  1996.
Debt  as  a  percentage of debt-plus-equity was 26.7  percent  at
September  30,  1997,  and 23.6 percent at year-end  1996.  Amoco
Corporation  guarantees  the public  debt  obligations  of  Amoco
Company. Amoco Corporation and Amoco Company guarantee the public
notes  and  debentures  of Amoco Canada  Petroleum  Company  Ltd.
("Amoco Canada") and Amoco Argentina.

In  the first nine months of 1997, Amoco completed $1 billion  of
the  previously  announced  $2  billion,  two-year  common  stock
repurchase program. This represented 11.1 million common  shares.
It  is  anticipated  that share repurchases made  in  the  fourth
quarter  of  1997 will be largely for benefit plan  purposes.  In
1998, Amoco plans to complete the share repurchase program.

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

The  Corporation also may utilize its favorable access  to  long-
term debt markets to finance profitable growth opportunities  and
other  business needs. In early August 1997, Amoco Company issued
$300  million of 10-year, 6.5% guaranteed notes. In October 1997,
Amoco Company issued $200 million of seven-year, 6.25% guaranteed
notes.  Amoco  has  a  shelf registration statement  covering  an
additional $500 million of Amoco Company guaranteed debt.

Capital and exploration expenditures for the first nine months of
1997 totaled $2,752 million. Capital and exploration expenditures
for  the  first  nine months of 1996 amounted to $3,079  million,
excluding   $535   million   for  the   purchase   of   Albemarle
Corporation's  alpha-olefins, poly  alpha-olefins  and  synthetic
alcohol businesses.

Proceeds from dispositions of property and other assets  for  the
first nine months of 1996 included $310 million received from the
sale  of  Amoco's polystyrene foam products business  to  Tenneco
Inc.

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

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

Statements  in  this  report  that  are  not  historical   facts,
including  statements under the heading of  "Outlook"  and  other
statements  about  industry  and  company  growth,  estimates  of
expenditures and savings, and other trend projections are forward
looking   statements.  The  statements  are  based   on   current
expectations  and involve risk and uncertainties.  Actual  future
results or trends may differ materially depending on a variety of
factors.  These  include  specific  factors  identified  in   the
discussion accompanying such forward looking statements, industry
product  supply  and  pricing, political stability  and  economic
growth  in  relevant  areas  of  the  world,  Amoco's  successful
execution   of   its   internal  performance  plans,   successful
partnering, actions of competitors, natural disasters  and  other
changes to business conditions.
<PAGE>
<PAGE>
                   PART II--OTHER INFORMATION
                                
Item 1.  Legal Proceedings

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

Eleven  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 $7.3 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.
<PAGE>
<PAGE>
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,
                            1997      1996      1997      1996
                                   (millions of dollars)
Total revenues(including                                
excise taxes)............. $8,299    $8,272   $24,199   $23,702
Net income................ $  468    $  566   $ 1,570   $ 1,674
                                                        
                                     Sept. 30,      Dec. 31,
                                       1997           1996
                                      (millions of dollars)
Current assets...................... $ 7,992        $ 6,361
Total assets........................ $31,743        $29,208
Current liabilities................. $ 4,853        $ 4,926
Long-term debt-affiliates........... $ 4,733        $ 4,731
              -other................ $ 2,936        $ 2,190
Deferred credits and other                          
  non-current liabilities........... $ 4,727        $ 4,524
Minority interest................... $   421        $   131
Shareholder's equity................ $13,984        $12,630
                                               


Shown below is summarized financial information for Amoco's
wholly owned subsidiary, Amoco Canada.
                                                       
                             Three Months        Nine Months
                                 Ended             Ended
                             September 30,      September 30,
                            1997     1996      1997      1996
                                   (millions of dollars)
                                                        
Revenues.................. $1,101   $1,094    $3,508    $3,135
Net income(loss).......... $   91   $  (18)   $  228    $  129
                                                        

                                    Sept. 30,       Dec. 31,
                                      1997            1996
                                     (millions of dollars)
Current assets...................   $ 1,518         $ 1,615
Total assets.....................   $ 4,199         $ 4,412
Current liabilities..............   $   841         $ 1,110
Non-current liabilities..........   $ 3,205         $ 3,377
Shareholder's equity(deficit)....   $   153         $   (75)
<PAGE>
                                                    
<PAGE>
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,
                            1997     1996      1997     1996
                                (millions of dollars)
Revenues..................  $ 74     $ 90     $227     $244
Net income................  $ 22     $ 34     $ 78     $ 90
                                                       

                                  Sept. 30,    Dec. 31,
                                    1997         1996
                                   (millions of dollars)
Current assets ..................   $ 50         $251
Total assets.....................   $463         $613
Current liabilities..............   $ 88         $ 87
Non-current liabilities..........   $280         $237
Shareholder's equity ............   $ 95         $289


Item 6.  Exhibits and Reports on Form 8-K

(a)Exhibits

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

     27      Financial Data Schedule.

(b)   No reports on Form 8-K were filed during the quarter  ended
September 30, 1997.
<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, 1997

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