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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 June 30, 1998 or

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

  For the transition period from           to

Commission file number 1-170-2


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

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

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

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

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

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

Number of shares outstanding as of June 30, 1998--954,195,558
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                   PART I-- FINANCIAL INFORMATION
                                  
Item 1.  Financial Statements

Consolidated Statement of Income
(millions of dollars, except as noted)
                                    Three Months       Six Months
                                        Ended             Ended
                                       June 30,          June 30,
                                    1998     1997     1998      1997
Revenues:                                                     
  Sales and other operating                                   
    revenues..................... $ 6,874  $ 7,664  $13,507   $15,740
  Consumer excise taxes..........     912      868    1,758     1,683
  Equity in income of affiliates                              
    and other income.............     135       92      299       194
    Total revenues...............   7,921    8,624   15,564    17,617
                                                              
Cost and Expenses:                                            
  Purchased crude oil, natural                                
    gas, petroleum products and                               
    merchandise..................   3,682    4,215    7,366     8,673
  Operating expenses.............   1,187    1,210    2,293     2,430
  Petroleum exploration expenses,                             
    including exploratory dry                                 
    holes........................     159      129      301       285
  Selling and administrative                                  
    expenses.....................     552      475    1,111     1,007
  Taxes other than income taxes..   1,057    1,060    2,053     2,105
  Depreciation, depletion,                                    
    amortization, and retire-
    ments and abandonments.......     756      530    1,304     1,092
  Interest expense...............     109       94      203       172
    Total costs and expenses.....   7,502    7,713   14,631    15,764
Income before income taxes.......     419      911      933     1,853
Income taxes.....................     132      289      260       557
Net income....................... $   287  $   622  $   673   $ 1,296
                                                              
Weighted average number of shares                             
  of common stock outstanding
  (in thousands):                                             
  Basic.......................... 956,001  984,358  959,021   987,466
  Assuming dilution.............. 960,572  989,743  963,540   992,813
                                                              
Per Share Data (Based on weighted                             
  average shares outstanding):                                
                                                              
Net income (basic)............... $   .30  $   .63  $   .70   $  1.31
Net income (assuming dilution)... $   .30  $   .63  $   .70   $  1.30
Cash dividends................... $   .375 $   .35  $   .75   $   .70
                                  
                                                              
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)
                                                June 30,   Dec. 31,
                    ASSETS                        1998       1997
Current assets:                                            
  Cash......................................... $    143   $    166
  Marketable securities -- at cost (corporate              
    securities, except $5 at June 30, 1998, and            
    $104 at December 31, 1997 which represents             
    state and municipal securities)............      769        979
  Accounts and notes receivable (less                      
    allowances of $11 at June 30, 1998, and                
    $10 on December 31, 1997)..................    3,304      3,585
  Inventories                                              
    Crude oil and products.....................      967        914
    Materials and supplies.....................      253        260
  Prepaid expenses, income taxes and other.....      918      1,140
    Total current assets.......................    6,354      7,044
Investments and Other Assets:                              
  Investments and related advances.............    2,289      2,099
  Long-term receivables and other assets.......      962        803
                                                   3,251      2,902
Properties--at cost, less accumulated depre-               
  ciation, depletion and amortization of                   
  $27,994 at June 30, 1998, and $26,814 at                 
  December 31, 1997............................   22,669     22,543
    Total assets............................... $ 32,274   $ 32,489
                                                           
     LIABILITIES AND SHAREHOLDERS' EQUITY                  
Current liabilities:                                       
  Current portion of long-term obligations..... $    140   $    218
  Short-term obligations.......................    1,380        751
  Accounts payable.............................    2,376      3,026
  Accrued liabilities..........................      889        785
  Taxes payable (including income taxes).......    1,046      1,264
    Total current liabilities..................    5,831      6,044
Long-term obligations:                                     
  Debt.........................................    5,327      4,639
  Capitalized leases...........................       81         80
                                                   5,408      4,719
Deferred Credits and Other Non-Current Liabilities:        
  Income taxes.................................    2,848      2,868
  Other........................................    2,280      2,408
                                                   5,128      5,276
Minority Interest..............................      163        131
Shareholders' Equity:                                      
  Common stock (authorized 1,600,000,000 shares;           
    issued and outstanding at June 30, 1998                
    --954,195,558; December 31, 1997                       
    --966,047,616 shares)......................    2,542      2,568
  Earnings retained and invested in the                    
    business...................................   13,352     13,900
  Accumulated other comprehensive income:                  
    Pension liability adjustment...............      (31)       (31)
    Foreign currency translation adjustment....     (119)      (118)
                                                  15,744     16,319
    Total liabilities and shareholders' equity. $ 32,274   $ 32,489
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Consolidated Statement of Cash Flows
(millions of dollars)
                                                Six Months Ended
                                                     June 30,
                                                   1998      1997
Cash Flows from Operating Activities:                     
  Net income................................... $   673   $ 1,296
  Adjustments to reconcile net income to net              
    cash provided by operating activities:                
    Depreciation, depletion, amortization,                
      and retirements and abandonments.........   1,304     1,092
    Decrease in receivables....................     267       399
    Increase in inventories....................     (46)     (154)
    Decrease in payables and accrued                      
      liabilities..............................    (873)     (475)
    Deferred taxes and other items.............    (305)      (55)
    Net cash provided by operating activities..   1,020     2,103
                                                          
Cash Flows from Investing Activities:                     
  Capital expenditures.........................  (1,452)   (1,527)
  Proceeds from dispositions of property                  
    and other assets...........................     381       182
  Net investments, advances and business                  
    acquisitions...............................    (151)     (470)
  Other........................................     (17)       11
    Net cash used in investing activities......  (1,239)   (1,804)
                                                          
Cash Flows from Financing Activities:                     
  New long-term obligations....................     744       337
  Repayment of long-term obligations...........    (131)      (83)
  Cash dividends paid..........................    (722)     (694)
  Issuances of common stock....................      27        69
  Acquisitions of common stock.................    (561)     (658)
  Increase in short-term obligations...........     629       289
    Net cash used in financing activities......     (14)     (740)
                                                          
Decrease in Cash and Marketable                           
  Securities...................................    (233)     (441)
Cash and Marketable Securities-                           
  Beginning of Period..........................   1,145     1,321
Cash and Marketable Securities-End of Period... $   912   $   880
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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.

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

Amoco adopted Statement of Position ("SOP") 98-1, "Accounting For
the Costs of Computer Software Developed or Obtained for Internal
Use"  in  the  first quarter of 1998. The SOP requires  costs  of
computer software developed for internal use to be capitalized as
a  long-lived asset. The capitalized costs are amortized over the
estimated  useful  life of the software. The amount  capitalized,
which would have been expensed previously, was approximately  $57
million  after  tax  in the first six months  of  1998  with  $22
million capitalized during the second quarter.

Shown below is Amoco's comprehensive income.

                                        Three Months       Six Months
                                           Ended             Ended
                                          June 30,          June 30,
                                         1998    1997     1998     1997
Net income............................ $  287  $  622   $  673   $1,296
Other comprehensive income, after tax.      3      13       (1)     (75)
Comprehensive income.................. $  290  $  635   $  672   $1,221


Item 2. Management's Discussion and Analysis

Results of Operations

Net  income  for the second quarter of 1998 was $287 million,  or
$.30  per share, compared to second-quarter 1997 earnings of $622
million,  or  $.63  per share. Basic and fully diluted  per-share
data were the same.

Second-quarter 1998 results included favorable tax adjustments of
$106  million  related  to  Canadian  operations.  Earnings  were
reduced by $214 million for impairment of the value of operations
in  Colombia.   The  impairment of the  Opon  field  in  Colombia
reflected  lower  than  anticipated natural  gas  production  and
related  reserve estimates. The charge also reflected  impairment
of  the  adjacent  Termo Santander power  plant  because  of  the
unavailability of an economic fuel supply.

Excluding  these items, second-quarter 1998 earnings  would  have
been  $395 million compared with second-quarter 1997 earnings  of
$622  million. The earnings decline primarily resulted from lower
worldwide  crude oil prices, which for Amoco dropped  over  $5.00
per  barrel  in the United States compared with the  year-earlier
levels,  reflecting an oversupply of crude oil on world  markets,
and  lower  worldwide demand resulting in part from the  economic
crisis in Asia.

For the first six months of 1998, Amoco reported earnings of $738
million,  excluding  the  Colombian  impairment  charge  of  $214
million, favorable tax adjustments of $106 million and the first-
quarter  gain of $43 million on asset divestitures. This compared
with  $1,296 million for the first half of 1997. The decrease  in
earnings  in 1998 primarily reflected lower crude oil prices  and
chemical   margins.  Partly  offsetting  were  higher   petroleum
products  earnings  due to improved refining  margins  and  sales
volumes.

Sales  and other operating revenues totaled $6.9 billion for  the
second  quarter of 1998, 10 percent lower than the  $7.7  billion
reported  in  the corresponding 1997 period. For  the  first  six
months  of  1998, sales and other operating revenues declined  14
percent to $13.5 billion from 1997 revenues of $15.7 billion. The
decline  in  revenues in both periods reflected lower prices  for
crude oil and refined products.

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

Purchases  of  crude  oil, natural gas,  petroleum  products  and
merchandise totaled $3.7 billion for the second quarter of  1998,
down  13  percent from the second quarter of 1997. For the  first
six  months  of 1998, purchases totaled $7.4 billion, 15  percent
below  the   comparable 1997 period. The decrease in both periods
was primarily attributable to lower crude oil purchase prices.

Petroleum  exploration expenses of $159 million  for  the  second
quarter  of 1998 increased 23 percent from the second quarter  of
1997,  mainly  due to higher dry hole costs in the United  States
and  overseas.  For  the first six months  of  1998,  exploration
expenses increased six percent over the six-month period in 1997,
reflecting  higher exploration costs in the United States  offset
by lower costs overseas.

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

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

For  the  12  months  ended  June 30,  1998,  return  on  average
shareholders' equity was 13.1 percent compared with 17.5  percent
for  the 12 months ended June 30, 1997. Return on average capital
employed was 10.1 percent for the 12-month period ended June  30,
1998, compared with 13.4 percent for the corresponding prior-year
period.


Results by Industry Segment

                                     Three Months          Six Months
                                        Ended                Ended
                                       June 30,             June 30,
(millions of dollars)               1998      1997       1998    1997
Exploration and Production                                     
  United States.................  $  154    $  209     $  367  $  574
  Canada........................      74        22        107     103
  Overseas......................    (249)       67       (224)    194
  Subtotal......................     (21)      298        250     871
Petroleum Products..............     230       185        329     213
Chemicals.......................     115       185        218     332
Corporate and Other Operations*.     (37)      (46)      (124)   (120)
  Net Income....................  $  287    $  622     $  673  $1,296
                                                               

* 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.
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Exploration and Production
Operating Statistics
                               Three Months      Six Months
                                    Ended          Ended
                                   June 30,       June 30,
                                1998    1997     1998    1997
Net   Production  of  Natural                           
Gas(million  cubic  feet  per
day)
  United States............    2,271    2,415   2,266    2,399
  Canada...................      760      727     769      749
  Overseas.................    1,417      962   1,372    1,006
   Total...................    4,448    4,104   4,407    4,154
  Amoco's share of affiliates'
    production (included in                             
    overseas)..............      169        -     151        -
                                                        
Net   Production  of  Crude  Oil  and                   
NGL(thousand barrels per day)
  United States--crude oil.      155      164     153      167
               --NGL.......      114      110     109      115
  Canada--crude oil........       63       52      62       51
        --NGL..............       10       10      10       10
  Overseas.................      304      295     302      301
   Total...................      646      631     636      644
  Amoco's share of affiliates'
    production (included in                             
    overseas)..............       46        -      47        -


Exploration and Production - U. S.

U.S. E&P operations earned $154 million in the second quarter  of
1998. The decrease, compared with second-quarter 1997 earnings of
$209  million,  resulted from lower crude  oil  and  natural  gas
liquids  ("NGL")  prices,  and lower production  volumes.  Partly
offsetting were higher natural gas prices.

For  the  first  six months of 1998, U.S. E&P results  were  $367
million  compared with $574 million earned during the  comparable
period in 1997. Included in 1998 earnings was a first-quarter $43
million  gain  on asset divestitures.  Excluding that  gain,  the
earnings  decline  reflected lower energy prices  and  production
volumes and higher exploration expenses.

Amoco's U.S. natural gas prices averaged approximately $1.85  per
thousand  cubic  feet ("mcf") during the second quarter  and  the
first  six  months of 1998, about $.15 per mcf  higher  than  the
second  quarter  of 1997, but $.20 per mcf below average  natural
gas prices for the first half of 1997.

For   the  second  quarter,  Amoco's  average  crude  oil  prices
decreased  about  $5.00  per  barrel and  averaged  approximately
$12.70  per  barrel. Amoco's crude oil prices for the  first  six
months of 1998 averaged $13.25 per barrel, a 31 percent drop from
the comparable period in 1997.

Natural  gas production decreased six percent compared  with  the
second quarter and first six months of 1997.  Second-quarter 1998
crude  oil  and NGL production declined two percent from  a  year
ago.  Year-to-date  crude oil and NGL production  declined  seven
percent from the comparable period in 1997.

The  production decline reflected dispositions and  normal  field
declines. Partially offsetting was increased production from  the
deepwater   Gulf  of  Mexico,  Tuscaloosa,  Cotton   Valley   and
Overthrust areas.

Exploration and Production - Canada

Canadian E&P operations earned $24 million in the second  quarter
of  1998,  excluding tax benefits of $50 million,  compared  with
1997 second-quarter earnings of $22 million.  Favorably affecting
results  were higher production volumes and natural  gas  prices,
offset by lower crude oil prices.

For  the first half of 1998, earnings were $57 million, excluding
tax  benefits  of  $50 million, compared with  1997  year-to-date
earnings  of  $103  million. The decline  in  earnings  primarily
resulted from lower crude oil and natural gas prices.

Amoco's  Canadian  natural  gas prices  for  the  second  quarter
averaged  approximately $1.35 per mcf, $.20 per mcf  higher  than
the  same  period  in 1997.  For the first six  months,  Canadian
natural gas prices averaged $1.30 per mcf, $.20 per mcf below the
1997 level.

Amoco's crude oil prices in Canada averaged $7.50 per barrel  for
the  second  quarter  and first half of 1998.  Crude  oil  prices
declined about $6.50 per barrel below the second quarter of  1997
and  almost $8.00 per barrel below the first six months of  1997,
reflecting  lower  industry  prices  and  increased   heavy   oil
production.

Natural  gas production increased five percent during the  second
quarter  of 1998 compared with the same period in 1997.  For  the
first six months, natural gas production increased three percent.
Incremental development production more than offset the effect of
asset dispositions and normal field declines.

Exploration and Production - Overseas

Overseas  E&P  operations reported a loss of $35 million  in  the
second  quarter  of  1998,  excluding  $214  million  related  to
impairment  of  the  value  of the Opon  field  and  power  plant
facility  in  Colombia. The loss in the second  quarter  of  1998
compared  with second-quarter 1997 earnings of $67  million.  The
decrease  primarily resulted from lower crude oil prices,  partly
offset by increased natural gas production.

For  the  first half of 1998, overseas E&P operations reported  a
loss  of  $10 million, excluding the Colombian impairment charge.
This  compared  with earnings of $194 million for the  1997  six-
month  period. The decrease mainly resulted from lower crude  oil
prices and less favorable currency effects compared with 1997.

Weighted  average overseas crude oil prices dropped approximately
$5.00 per barrel during the second quarter of 1998 compared  with
the similar period in 1997. Comparing the first half of 1998 with
the  same period in 1997, crude oil prices dropped over $6.00 per
barrel.

Natural gas production increased in the second quarter and  first
half  of  1998  mainly as a result of higher  production  in  the
United Kingdom, Argentina and Trinidad.  Crude oil production was
up  three  percent compared with the second quarter of 1997.  For
the six-month period, crude oil production was about the same  as
the 1997 period.


Petroleum Products
Operating Statistics

                                Three Months       Six  Months
                                     Ended           Ended
                                  June  30,        June  30,
                                               
                                1998     1997    1998     1997
U.S. Refined Product Sales                              
(thousand barrels per day)
  Gasoline.................      699      684     664      635
  Distillates..............      350      332     356      331
  Other products...........      232      202     213      179
   Total...................    1,281    1,218   1,233    1,145
                                                        
Input to U.S. Crude Units                               
(thousand barrels per day)       997      961     933      919
                                                        
Refinery Utilization Rate        98%      95%     92%      91%
                                                        

Petroleum  Products  operations earned $230  million  during  the
second quarter of 1998 compared with second-quarter 1997 earnings
of   $185  million.  The  increase  reflected  improved  refining
efficiencies and strong gasoline sales volumes.

The  stronger earnings performance in the first half of 1998 over
the  same period in 1997 reflected higher gasoline and distillate
sales volumes and margins, and higher asphalt margins.

In the second quarter, U.S. refined product sales volumes grew by
five  percent in comparison with 1997's second quarter.  Year-to-
date sales volumes grew by eight percent.

Chemicals

Chemicals earned $115 million in the second quarter of  1998  and
$218  million for the first six months of 1998, down  38  and  34
percent,  respectively,  from the comparable  1997  periods.  The
decrease  reflected  the continued impact  of  industry  capacity
additions resulting in oversupply, which put downward pressure on
margins  across  most commodity product lines. Partly  offsetting
were  higher purified terephthalic acid ("PTA") and polypropylene
volumes, which increased 13 and three percent, respectively,  for
the quarter and eight percent and five percent, respectively, for
the first half of 1998.

Corporate and Other Operations

Corporate  and other operations include net interest and  general
corporate   expenses  as  well  as  investments   in   technology
companies, real estate interests and other activities.  Corporate
and  other operations reported net expenses of $85 million in the
second  quarter  of  1998,  excluding $48  million  of  favorable
adjustments  related to Canadian taxes. This  compared  with  net
expenses  of  $46 million in the corresponding 1997  period.  The
increase in corporate and other operations net expenses reflected
higher net interest and tax expense.

For  the  first  half  of 1998, corporate  and  other  operations
reported  net expenses of $172 million, excluding $48 million  of
favorable adjustments related to Canadian taxes. The $52  million
increase  in  net  expenses  over the corresponding  1997  period
resulted from higher interest and tax expense partially offset by
favorable currency effects.

Subsequent Event

On  August  11,  1998,  Amoco and The British  Petroleum  Company
p.l.c.  ("BP")  announced  that the  companies  signed  a  merger
agreement. Subject to standard approvals and contingencies, Amoco
will  merge  with a subsidiary of BP. Under the agreement,  Amoco
shareholders  will be entitled to receive for each  Amoco  common
share held at closing, 3.97 BP ordinary shares. Such shares  will
be  delivered in the form of American Depository Receipts,  which
represent  six  BP  ordinary shares.  Following  the  merger,  BP
shareholders  will  hold  approximately  60  percent  and   Amoco
shareholders  approximately 40 percent  of  the  capital  of  the
combined company on a diluted basis. BP will be renamed BP  Amoco
p.l.c.  For  additional information see Exhibits 2(a),  2(b)  and
2(c) included in this Form 10-Q.


Liquidity and Capital Resources

Cash flows from operating activities for the first six months  of
1998  amounted to $1,020 million compared with $2,103 million  in
the  prior-year period. Working capital of $523 million  at  June
30,  1998  compared with $1.0 billion at December 31,  1997.  The
Corporation's  current ratio was 1.09 to  1  at  June  30,  1998,
compared with 1.17 to 1 at year-end 1997. As a matter of  policy,
Amoco  practices  asset and liability management techniques  that
are  designed  to  minimize its investment  in  non-cash  working
capital.  This does not impair operational flexibility since  the
Corporation  has ready access to both short- and  long-term  debt
markets.

Amoco's  debt  totaled $6.8 billion at June  30,  1998  and  $5.6
billion  at  year-end  1997. Debt as a percentage  of  debt-plus-
equity  was  30.1 percent at June 30, 1998, and 25.4  percent  at
year-end  1997.  Amoco  Corporation guarantees  the  public  debt
obligations  of  Amoco Company and the public  notes,  bonds  and
debentures  of  Amoco  Canada  Petroleum  Company  Ltd.   ("Amoco
Canada").  Amoco  also  guarantees certain outstanding  loans  of
equity-basis  affiliates, which at June 30,  1998,  totaled  $349
million.

Cash  dividends  paid  in the first half  of  1998  totaled  $722
million. Amoco was into the second year of a two-year, $2 billion
stock  repurchase program which was discontinued as a  result  of
the merger agreement between Amoco and BP. Through June 1998,  40
million  shares  of Amoco's common stock were repurchased,  on  a
post-split  basis,  at a cost of $1.8 billion. Stock  repurchased
under the program was in addition to shares purchased for benefit
plan purposes.

The  Corporation  believes  its strong  financial  position  will
permit the financing of business needs and opportunities as  they
arise.  Short-term borrowings totaled $1.4 billion  at  June  30,
1998, an increase of $629 million since year-end 1997. Short-term
obligations,  such  as  commercial  paper  borrowings,  give  the
Corporation  the  flexibility to meet short-term working  capital
and other temporary requirements. At June 30, 1998, bank lines of
credit   available   to  support  outstanding  commercial   paper
borrowings amounted to $790 million, all of which were  supported
by commitment fees.

The  Corporation also may utilize its favorable access  to  long-
term debt markets to finance profitable growth opportunities  and
for ongoing operations. Amoco Company issued $500 million of ten-
year,  6% guaranteed notes during the second quarter of  1998.  A
$500  million  shelf  registration statement  on  file  with  the
Securities  and  Exchange  Commission was  withdrawn  during  the
second quarter of 1998.

Capital and exploration expenditures for the first six months  of
1998  totaled $1,753 million, excluding $196 million for  Amoco's
share  of  equity-basis affiliates' spending. This compared  with
$1,812 million for the similar 1997 period, excluding $89 million
for  Amoco's  share  of  affiliates' spending.  Approximately  70
percent of the 1998 expenditures was spent in E&P operations.

Amoco  has  been addressing the issue of preparing  its  computer
systems to properly handle date information in the year 2000  and
beyond.  This has involved the implementation of new systems  and
upgrading  of  computer information technology where  needed.  In
addition  Amoco has reviewed its information and process  control
systems, as well as other electronic control systems, to identify
all  critical equipment and software that will need to be altered
or  replaced to be prepared for the year 2000.  The upgrading and
replacement of these systems is underway and will occur primarily
during the three years ending in December 1999, with the bulk  of
this  work being completed by the end of 1998.  Incremental costs
related to this effort are expected to reduce income by about $55
million  before  tax in 1998, and by about $100 million  for  the
1997 through 1999 period. The Amoco year 2000 process will assess
the  year 2000 readiness of critical suppliers and customers  who
are  addressing similar issues in their businesses  and  systems.
Interruptions  in supplies or customer orders (or other  failures
of  third parties on which the Corporation relies) resulting from
year  2000  issues could adversely affect Amoco's  business.  The
Corporation   is  in  the  process  of  reviewing  its   business
resumption  and  contingency plans  to  mitigate  the  impact  of
possible third party failures where cost effective.

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 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

Reference  is  made to the description of the  challenge  by  the
Internal  Revenue  Service of certain  foreign  income  taxes  as
credits against the Corporation's U.S. taxes that otherwise would
have  been  payable for the years 1980 through 1992 in  Part  II,
Item 1 of Amoco's Form 10-Q for the quarter ended March 31, 1998.

Seven  proceedings  instituted  by governmental  authorities  are
pending or known to be contemplated against Amoco and certain  of
its  subsidiaries  under  federal, state or  local  environmental
laws,  each of which could result in monetary sanctions in excess
of $100,000. No individual proceeding is, nor are the proceedings
as a group, expected to have a material adverse effect on Amoco's
liquidity,   consolidated  financial  position  or   results   of
operations.  Amoco estimates that in the aggregate  the  monetary
sanctions  reasonably likely to be imposed from these proceedings
amount to approximately $3.9 million.

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


Item 2.  Changes in Securities

Not applicable.

Item 3.  Defaults upon Senior Securities

Not applicable.

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

Not applicable.

Item 5.  Other Information

Shown below is summarized financial information for Amoco's
wholly owned subsidiary, Amoco Company.
                                                    
                             Three Months       Six Months
                                 Ended            Ended
                                June 30,         June 30,
                             1998   1997        1998     1997
                                 (millions of dollars)
Total revenues(including                              
excise taxes)...........  $ 7,233  $ 7,826  $14,169   $15,900
Net income..............  $   158  $   546  $   455   $ 1,102
                                                                         
                                 June 30,     Dec. 31,
                                    1998         1997
                                 (millions of dollars)
Current assets.................  $ 6,032      $ 6,442
Total assets...................  $29,927      $30,062
Current liabilities............  $ 4,865      $ 5,165
Long-term debt-affiliates......  $ 5,022      $ 4,739
              -other...........  $ 3,505      $ 2,791
Deferred credits...............  $ 4,725      $ 4,663
Minority interest..............  $   120      $   119
Shareholder's equity...........  $11,609      $12,505
                                              


Shown below is summarized financial information for Amoco's
wholly owned subsidiary, Amoco Canada.
                                                     
                            Three Months          Six Months
                                Ended               Ended
                               June 30,            June 30,
                           1998       1997      1998     1997
                                 (millions of dollars)
                                                      
Revenues................  $ 858    $ 1,057   $ 1,833  $ 2,407
Net income(loss)........  $ 131    $    (4)  $   159  $   137
                                                      

                                 June 30,    Dec. 31,
                                    1998        1997
                                 (millions of dollars)
Current assets.................. $   828     $ 1,479
Total assets.................... $ 3,860     $ 4,217
Current liabilities............. $   551     $   948
Non-current liabilities......... $ 2,924     $ 3,043
Shareholder's equity............ $   385     $   226



Item 6.  Exhibits and Reports on Form 8-K

(a)   Exhibits

     Exhibit
     Number

     2(a)    The August 11, 1998, press release announcing
             the merger agreement between Amoco and BP.

     2(b)    Agreement and Plan of Merger among Amoco, BP
             and Eagle Holdings, Inc., dated August 11, 1998.

     2(c)    Stock Option Agreement between Amoco and BP.

     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
    June 30, 1998.

                            Signature
                                
Pursuant  to the requirements of the Securities Exchange  Act  of
1934, the registrant has duly caused this report to be signed  on
its behalf by the undersigned thereunto duly authorized.


                                   Amoco Corporation
                                    (Registrant)


Date: August 13, 1998

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