<PAGE>   1
                UNITED STATES SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                   FORM 10-Q


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


For the quarterly period ended                  September 30, 1997
                               -------------------------------------------------


Commission file number       1-5254
                       ------------------

                                  MAPCO Inc.
--------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)


               Delaware                               73-0705739
--------------------------------------------   ---------------------------------
     (State or other jurisdiction of                (I.R.S. Employer
      incorporation or organization)                Identification No.)

1800 South Baltimore Avenue, Tulsa, Oklahoma            74119
--------------------------------------------   ---------------------------------
  (Address of principal executive offices)           (Zip Code)


                                (918) 581-1800
--------------------------------------------------------------------------------
              (Registrant's telephone number, including area code)


                                  No Changes
--------------------------------------------------------------------------------
              (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 has been subject to such
filing requirements for the past 90 days. Yes X . No   .
                                             ---    ---

On November 7, 1997, 54,854,700 shares of MAPCO Inc. Common Stock, $1 par
value, were outstanding.

                                    1 of 36

<PAGE>   2



                                   MAPCO Inc.

                                     Index


<TABLE>
<CAPTION>
                                                        Page Number
PART I.   Financial Information:                        -----------
<S>                                                       <C>
      Condensed Consolidated Statements of Income
      for the three and nine months ended September
      30, 1997 and 1996  (Unaudited)                         3

      Condensed Consolidated Balance Sheets,
      September 30, 1997 (Unaudited) and
      December 31, 1996                                      4

      Condensed Consolidated Statements of Cash
      Flows for the nine months ended September 30,
      1997 and 1996 (Unaudited)                              5

      Notes to Condensed Consolidated Financial
      Statements (Unaudited)                               6 - 13

      Management's Discussion and Analysis of
      Financial Condition and Results of Operations       14 - 29

PART II.  Other Information:

      Submission of Matters to a Vote of Security
      Holders                                               30

      Exhibits and Reports on Form 8-K                      30

      Signatures                                            31
</TABLE>




                                    2 of 36

<PAGE>   3



                                     PART I
                             FINANCIAL INFORMATION
                                   MAPCO INC.
                  CONDENSED CONSOLIDATED STATEMENTS OF INCOME
                                  In Millions
                            except per share amounts
                                  (Unaudited)


<TABLE>
<CAPTION>
                                                           Three Months                     Nine Months
                                                       Ended September 30,              Ended September 30,
                                                    ------------------------        --------------------------
                                                      1997            1996            1997              1996
                                                    ---------      ---------        ---------        ---------

<S>                                                 <C>            <C>              <C>              <C>
Sales and Operating Revenues (1)                    $   982.1      $   797.5        $ 2,767.6        $ 2,321.7
                                                    ---------      ---------        ---------        ---------

Expenses:
  Outside purchases and operating
    expenses (1)                                        887.7          710.8          2,494.6          2,051.0
  Selling, general and administrative                    20.6           15.8             63.7             46.6
  Depreciation and amortization                          21.6           18.1             63.2             57.9
  Interest and debt expense                              11.3           15.1             38.0             44.7
  Gain on sale of net assets held for
    sale (Note 3)                                          --             --            (66.0)           (20.8)
  Other (income)/expense                                  2.3           (2.0)            (4.3)            (2.8)
                                                    ---------      ---------        ---------        ---------
                                                        943.5          757.8          2,589.2          2,176.6
                                                    ---------      ---------        ---------        ---------

Income from Continuing Operations before
  Provision for Income Taxes and Minority
  Interest                                               38.6           39.7            178.4            145.1
                                                    ---------      ---------        ---------        ---------

Provision for Income Taxes:
  Current                                                 8.6           26.4             56.3             61.1
  Deferred                                                7.1          (10.3)            13.5             (6.2)
                                                    ---------      ---------        ---------        ---------
                                                         15.7           16.1             69.8             54.9
                                                    ---------      ---------        ---------        ---------

Income from Continuing Operations before
  Minority Interest                                      22.9           23.6            108.6             90.2
Minority Interest in Earnings of Subsidiaries             (.8)           (.9)            (3.1)            (2.3)
                                                    ---------      ---------        ---------        ---------  
Income from Continuing Operations                        22.1           22.7            105.5             87.9
                                                    ---------      ---------        ---------        ---------

Discontinued Operations (Note 2):
  Income from discontinued Coal operations,
    net of income taxes                                    --             --               --             14.5
  Loss on disposal of Coal operations,
    including operating loss of $0.2
    million during phase-out period, net of
    income tax benefit                                     --           (1.7)              --            (47.2)
                                                    ---------      ---------        ---------        ---------

Loss from Discontinued Operations                          --           (1.7)              --            (32.7)
                                                    ---------      ---------        ---------        ---------

Net Income                                          $    22.1      $    21.0        $   105.5        $    55.2
                                                    =========      =========        =========        =========

Earnings per Common Share:
  Income from continuing operations                 $     .41      $     .40        $    1.93        $    1.52
  Net income                                        $     .41      $     .37        $    1.93        $     .96
Weighted Average Common Shares Outstanding               54.4           57.3             54.7             57.7
Cash Dividends per Common Share                     $     .15      $     .13        $     .45        $     .38
</TABLE>


See Notes to Condensed Consolidated Financial Statements.
--------------------------------------------------------------------------------
(1)        Includes consumer excise taxes of $40.9 million and $116.7 million
           for the three and nine months ended September 30, 1997,
           respectively, and $40.1 million and $117.6 million for the three and
           nine months ended September 30, 1996, respectively.

                                    3 of 36

<PAGE>   4



                                   MAPCO INC.
                     CONDENSED CONSOLIDATED BALANCE SHEETS
                                  In Millions

<TABLE>
<CAPTION>
                                                       September 30, 1997  December 31,
                                                           (Unaudited)        1996
                                                       ------------------  ------------
<S>                                                         <C>             <C>
Current Assets:
  Cash and cash equivalents                                 $   44.5        $  104.8
  Receivables, less allowance for doubtful accounts
    (1997-$2.6; 1996-$1.7)                                     322.4           372.0
  Inventories (Note 5)                                         164.9           109.6
  Prepaid expenses                                              20.7            22.8
  Other current assets                                          15.0            14.9
                                                            --------        --------

      Total current assets                                     567.5           624.1
                                                            --------        --------

Property, Plant and Equipment, at cost                       2,271.2         2,154.2
  Less - accumulated depreciation and amortization            (824.3)         (797.3)
                                                            --------        --------
                                                             1,446.9         1,356.9
                                                            --------        --------

Intangible Assets (Note 8)                                     149.3           113.9
Other Assets (Note 8)                                          184.9            80.8
                                                            --------        --------
                                                               334.2           194.7
                                                            --------        --------

                                                            $2,348.6        $2,175.7
                                                            ========        ========

Current Liabilities:
  Current maturities of long-term debt                      $   53.0        $   35.7
  Accounts payable                                             359.9           411.9
  Accrued taxes                                                 40.9            60.8
  Accrued payroll and related expenses                          23.7            27.9
  Other current liabilities                                     69.9            57.3
                                                            --------        --------
      Total current liabilities                                547.4           593.6
                                                            --------        --------

Long-Term Debt, excluding current maturities (Note 6)          763.0           608.4
                                                            --------        --------

Other Liabilities                                               61.5            67.9
                                                            --------        --------

Deferred Income Taxes                                          272.3           257.1
                                                            --------        --------

Minority Interest                                               28.6            28.4
                                                            --------        --------

Commitments and Contingencies (Note 10)
                                                            --------        --------

Equity Put Options on Common Stock (Note 9)                     18.4            16.7
                                                            --------        --------

Stockholders' Equity (Notes 7 and 9):
  Common stock                                                  63.2            63.0
  Capital in excess of par value                               100.9            96.2
  Retained earnings                                            800.4           719.0
                                                            --------        --------
                                                               964.5           878.2

  Cumulative foreign exchange translation adjustment             (.1)             --
  Treasury stock, at cost                                     (253.8)         (221.4)
  Loan to ESOP                                                 (53.2)          (53.2)
                                                            --------        --------
                                                               657.4           603.6
                                                            --------        --------

                                                            $2,348.6        $2,175.7
                                                            ========        ========
</TABLE>

See Notes to Condensed Consolidated Financial Statements.



                                    4 of 36

<PAGE>   5



                                   MAPCO INC.
                CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                  In Millions
                                  (Unaudited)


<TABLE>
<CAPTION>
                                                                               Nine Months
                                                                            Ended September 30,
                                                                           --------------------
                                                                            1997          1996
                                                                           ------        ------
<S>                                                                        <C>           <C>
Operating Activities:
  Net income                                                               $105.5        $ 55.2
  Reconciliation of net income to net cash
    provided by continuing operations:
      Loss from discontinued operations (Note 2)                               --          32.7
      Depreciation and amortization                                          63.2          57.9
      Provision for deferred income taxes                                    13.5           8.8
      Other items not providing cash (Note 4)                               (56.1)        (10.6)
      Changes in operating assets and liabilities (Note 4)                  (60.3)        (42.8)
                                                                           ------        ------
          Net cash provided by continuing operations                         65.8         101.2
          Net cash provided by discontinued operations (Note 2)                --          21.9
                                                                           ------        ------

          Net cash provided by operating activities                          65.8         123.1
                                                                           ------        ------


Investing Activities:
  Capital expenditures and acquisitions, net of liabilities assumed:
      Continuing operations -
        Capital expenditures                                               (120.1)        (88.7)
        Acquisitions                                                        (54.9)         (5.0)
      Discontinued operations (Note 2)                                         --         (22.1)
  Proceeds from net assets held for sale (Note 3)                            66.0          43.0
  Proceeds from sale of net assets of discontinued operations                  --         236.4
  (Note 2)
  Proceeds from sales of property, plant and equipment                        1.8          11.0
  Investments in unconsolidated affiliates (Note 8)                        (114.6)        (18.6)
  Other                                                                        --          (0.1)
                                                                           ------        ------

          Net cash provided by (used in) investing activities              (221.8)        155.9
                                                                           ------        ------


Financing Activities:
  Purchase of common stock                                                  (50.2)        (62.0)
  Decrease in borrowings                                                    (22.8)       (173.2)
  Dividends paid                                                            (25.2)        (22.4)
  Issuance of long-term debt                                                209.4           3.7
  Payments on long-term debt                                                (14.9)         (0.7)
  Other                                                                      (0.6)          1.2
                                                                           ------        ------

          Net cash provided by (used in) financing activities                95.7        (253.4)
                                                                           ------        ------

Increase (Decrease) in Cash and Cash Equivalents                            (60.3)         25.6

Cash and Cash Equivalents, January 1                                        104.8          33.3
                                                                           ------        ------

Cash and Cash Equivalents, September 30                                    $ 44.5        $ 58.9
                                                                           ======        ======
</TABLE>




See Notes to Condensed Consolidated Financial Statements.




                                    5 of 36

<PAGE>   6



                                   MAPCO INC.
              Notes to Condensed Consolidated Financial Statements


NOTE 1 - In the opinion of Management, the accompanying unaudited condensed
consolidated financial statements of MAPCO Inc. and its subsidiaries ("MAPCO"
or the "Company") contain all adjustments necessary to present fairly the
financial position as of September 30, 1997, the results of operations for the
three and nine months ended September 30, 1997 and 1996, and the cash flows for
the nine months ended September 30, 1997 and 1996. Certain reclassifications
have been made to prior year amounts to conform to current year presentations.
All significant intercompany accounts and transactions have been eliminated.

In the first quarter of 1997, the Financial Accounting Standards Board ("FASB")
issued Statement of Financial Accounting Standards ("SFAS") No. 128, "Earnings
per Share," which is effective for the year ending December 31, 1997. In the
second quarter of 1997, the FASB issued SFAS No. 130, "Reporting Comprehensive
Income," and SFAS No. 131, "Disclosures about Segments of an Enterprise and
Related Information," both of which are effective for the year ending December
31, 1998. These statements are not expected to have a material impact on the
Company's consolidated results of operations, financial position, cash flows or
related disclosures in the financial statements.

Futures, swaps and option contracts are used to hedge against the risk of price
changes of crude oil, refined petroleum products, and natural gas liquids.
Contracts that are correlated to price movements of crude oil, refined
petroleum products and natural gas liquids inventories, or to price movements
of anticipated purchases and sales of such inventories, are treated as hedges
and accounted for under the deferral method, in which gains and losses from the
change in value of the contracts are deferred and recognized in conjunction
with the earnings on the hedged inventories or anticipated transactions.
Contracts which do not qualify as hedges are classified as speculative and are
marked-to-market at the end of each month. Gains or losses on contracts which
no longer qualify as hedges because the hedged item has been sold or the
anticipated transaction is no longer deemed likely to occur are recognized in
current earnings. When recognized in accordance with the above policies, gains
and losses on commodity contracts are reported as "outside purchases and other
operating expenses" in the consolidated statements of income.

The preparation of MAPCO's financial statements in conformity with generally
accepted accounting principles requires Management to make estimates and
assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates.




                                    6 of 36

<PAGE>   7



NOTE 2 - DISCONTINUED OPERATIONS

In June 1996, the Company concluded it would sell substantially all of its Coal
business. In July 1996, the Company signed an agreement with Alliance Coal
Corporation, a corporation formed by The Beacon Group Energy Investment Fund
L.P. ("Alliance") to sell substantially all of the net assets of the Coal
business. The transaction was completed on September 10, 1996, with an
effective date of July 31, 1996. As a result, operations of the Coal business
for prior periods have been shown as discontinued in the condensed consolidated
financial statements. In connection with the sale, the Company made guarantees,
indemnifications and representations for certain specified matters. Management
of the Company does not expect these guarantees, indemnifications and
representations to have any material impact on the Company's results of
operations, financial position or cash flow.

Income from discontinued operations includes income tax expense of $4.8 million
for the nine months ended September 30, 1996. The loss on disposal of the Coal
business is net of an income tax benefit of $30.0 million. The Coal segment's
sales and operating revenues were $39.5 million and $276.8 million for the
three and nine months ended September 30, 1996, respectively.


NOTE 3 - GAIN ON NET ASSETS HELD FOR SALE

Effective January 1, 1997, MAPCO sold its interest in the natural gas liquids
and condensate in the West Panhandle Fields of Texas to Westpan NGL Company, a
subsidiary of MESA Operating Company, for $66.0 million. The Company recognized
a gain of $66.0 million on the transaction as the interest sold had no book
value. As part of the sales agreement, MAPCO was released from its liability
for its share of prior natural gas liquids over-takes. Sales and operating
revenues attributable to these operations were $6.9 million and $20.5 million
for the three and nine months ended September 30, 1996, respectively, and
operating profit was $3.5 million and $12.4 million for the three and nine
months ended September 30, 1996, respectively.

In March 1996, the Company sold its Iowa propane and liquid fertilizer assets
as well as its remaining liquid fertilizer assets in Arkansas, Illinois,
Indiana, Minnesota, Ohio and Wisconsin, to CENEX Inc. ("CENEX"). The
transaction resulted in proceeds of $43.0 million and the Company recognized a
gain of $20.8 million on the transaction. Sales and operating revenues
attributable to these operations were $23.8 million and operating profit was
$2.7 million for the nine months ended September 30, 1996.


NOTE 4 - STATEMENTS OF CASH FLOWS

Other items not providing cash reported in cash flows from operating activities
consist of (in millions):


                                    7 of 36

<PAGE>   8




<TABLE>
<CAPTION>
                                                        Nine Months
                                                    Ended September 30,
                                                    -------------------
                                                     1997         1996
                                                    ------       ------
<S>                                                 <C>          <C>
Net periodic pension expense (credit)               $ (0.4)      $  2.1
Gain on sale of net assets held for sale             (66.0)       (20.8)
(Gain)/Loss on sales of property, plant and
  equipment                                            0.6         (3.9)
Minority interest in earnings of subsidiary            3.1          2.3
Litigation and environmental accruals                  2.4          5.9
Refinery turnaround accrual                            3.2          3.2
Other non-cash income and expense items - net          1.0          0.6
                                                    ------       ------
                                                    $(56.1)      $(10.6)
                                                    ======       ======
</TABLE>

Changes in operating assets and liabilities consist of (in millions):

<TABLE>
<CAPTION>
                                                 Nine Months
                                             Ended September 30,
                                             -------------------
                                              1997         1996
                                             ------       ------
<S>                                          <C>          <C>
Decrease (increase) in:
  Receivables                               $ 59.8        $(46.0)
  Inventories                                (47.4)        (34.4)
  Prepaid expenses                             2.2          (2.5)
  Other current assets                         1.8          (2.7)
  Other assets                                (0.7)         (0.1)
Increase (decrease) in:
  Accounts payable                           (53.3)         31.3
  Accrued taxes                              (18.9)          6.5
  Accrued payroll and related expenses        (4.2)          6.3
  Other current liabilities                    7.1           2.6
  Other liabilities                           (6.7)         (3.8)
                                            ------        ------
                                            $(60.3)       $(42.8)
                                            ======        ======
</TABLE>

Income taxes paid were $68.6 million and $60.7 million for the nine months
ended September 30, 1997 and 1996, respectively.

Interest paid, net of amounts capitalized, was $33.6 million and $37.4 million
for the nine months ended September 30, 1997 and 1996, respectively.

During 1997, the Company issued 588,037 shares of treasury stock with a fair
market value of $18.5 million in conjunction with its purchase of five retail
propane businesses.


NOTE 5 - INVENTORIES

Inventories are recorded when purchased, produced or manufactured and are
stated at the lower of cost or market. As of September 30, 1997 and December
31, 1996, approximately 62% and 57% in inventories, respectively, were
determined by the last-in first-out ("LIFO") method. The remaining inventories
were determined primarily on a weighted average cost basis.



                                    8 of 36

<PAGE>   9



Inventories consist of (in millions):

<TABLE>
<CAPTION>
                                           September 30,  December 31,
                                                1997          1996
                                           -------------  -------------
<S>                                            <C>          <C>
Raw materials - crude oil                      $ 37.7       $ 22.1
                                               ------       ------

Finished products:
  Refined petroleum products                     50.8         27.7
  Natural gas liquids and other products         45.1         36.4
  General merchandise                            31.3         23.4
                                               ------       ------
                                                127.2         87.5
                                               ------       ------
Total Inventories                              $164.9       $109.6
                                               ======       ======
</TABLE>


The cost to replace crude oil, refined petroleum products and retail
merchandise inventories in excess of their LIFO carrying value was
approximately $18.4 million at September 30, 1997 and $37.1 million at December
31, 1996.


NOTE 6 - LONG-TERM DEBT

Long-term debt consists of (in millions):
<TABLE>
<CAPTION>
                                                           September 30,  December 31,
                                                               1997          1996
                                                           -------------  ------------
<S>                                                           <C>           <C>
MAPCO Inc.
Commercial paper and bank money market lines                  $105.6        $128.4
8.43% ESOP Notes, payable in mortgage type
  principal reductions annually through 2003                    53.3          53.3
Medium Term Notes, various maturities through 2022             381.9         288.8
7.70% subordinated, non-redeemable debentures,
 $100 face amount, due 2027                                    102.9            --
                                                              ------        ------
                                                               643.7         470.5
                                                              ------        ------
Subsidiaries
Senior Notes:
  8.51% Notes, payable in 2007                                  15.0          15.0
  8.95% Notes, payable in 2012                                  35.5          35.5
  8.20% Notes, payable $2.5 annually 2007 through 2012          15.0          15.0
  8.59% Notes, payable in 2017                                  14.5          14.5
  8.70% Notes, payable $2.0 annually 2018 through 2022          10.0          10.0
  6.67% Notes, payable $15.0 annually 2001 through 2005         75.0          75.0
Other                                                            7.3           8.6
                                                              ------        ------
                                                               172.3         173.6
                                                              ------        ------
                                                               816.0         644.1
Less - current maturities                                      (53.0)        (35.7)
                                                              ------        ------
Long-term debt                                                $763.0        $608.4
                                                              ======        ======
</TABLE>

Interest rates on commercial paper and bank money market lines ranged from
5.20% to 6.60% for the nine months ended September 30, 1997 and from 5.18% to
6.15% for the year ended 1996. Commercial paper and bank money market lines
outstanding at September 30, 1997 and December 31, 1996 were classified as
long-term debt. MAPCO has the ability and the intent, if necessary, under a
bank credit agreement to refinance up to $400 million



                                    9 of 36

<PAGE>   10



of commercial paper and bank money market lines with long-term debt having
maturities in excess of one year.

The bank credit agreement for $400 million expires in March, 2002, and interest
on borrowings under the bank credit agreement would be at rates generally less
than the prime interest rate. MAPCO must pay a commitment fee to maintain the
bank credit agreement. The agreement serves as a back-up for outstanding
commercial paper and for borrowings against bank money market lines. As of
September 30, 1997, no borrowings were outstanding under the bank credit
agreement.

MAPCO had $288.8 million of Medium Term Notes outstanding as of December 31,
1996. The Notes mature at various times through 2022 and bear interest at rates
ranging from 7.60% to 8.87%. In March 1997, the Company issued an additional
$103.0 million of senior subordinated, non-redeemable Medium Term Notes with a
face amount of $100.0 million, bearing interest at the rate of 7.25%, and
maturing in 2009. The effective interest rate at issuance on these notes was
6.97%. During the first nine months of 1997, $9.9 million of Medium Term Notes
have matured and were paid.

In March 1997, the Company issued senior subordinated, non-redeemable
debentures with a face amount of $100 million, bearing interest at the rate of
7.70% and maturing in the year 2027. The effective interest rate at time of
issuance was 7.54%.

MAPCO had unamortized debt issuance cost of $3.8 million as of September 30,
1997 and $1.9 million as of December 31, 1996.

Various loan agreements contain restrictive covenants which, among other
things, limit the payment of advances or dividends by two of Natural Gas
Liquids' subsidiaries to MAPCO. At September 30, 1997, $190 million of net
assets were restricted by such provisions.


NOTE 7 - EMPLOYEE BENEFIT PLANS

MAPCO offers the MAPCO Inc. and Subsidiaries Profit Sharing and Savings Plan
("PSSP") which includes an employee stock ownership feature to eligible
employees. With respect to the PSSP, MAPCO recognized compensation expense of
$1.0 million and $0.8 million for the three months ended September 30, 1997 and
1996, respectively, and $2.9 million and $2.4 million for the nine months ended
September 30, 1997 and 1996, respectively. Interest expense on PSSP related
debt was $1.1 million and $1.2 million for the three months ended September 30,
1997 and 1996, respectively, and $3.4 million and $3.6 million for the nine
months ended September 30, 1997 and 1996, respectively. Dividends on both the
allocated and unallocated MAPCO common stock held by the PSSP were $0.5 million
for the three months ended September 30, 1997 and 1996. Dividends on the
allocated and unallocated MAPCO common stock held by the PSSP were $1.5 million
and $1.6 million for the nine months ended September 30, 1997, and 1996,
respectively. Dividends on the allocated and unallocated MAPCO common stock
held by the PSSP are used for PSSP debt service. At September 30, 1997, and
December 31, 1996, respectively, the PSSP held 1.2 million and 1.1 million
allocated shares, 2.0 million and 2.0 million



                                    10 of 36

<PAGE>   11



unallocated shares, and 0.2 million and 0.3 million shares pending to be
allocated. The fair market value of the unallocated shares held by the PSSP at
September 30, 1997, and December 31, 1996, was $65.4 million and $69.5 million,
respectively.


NOTE 8 - INTANGIBLE ASSETS AND OTHER ASSETS

At September 30, 1997, intangible assets included net goodwill of $145.5
million and other assets included investments in unconsolidated affiliates of
$134.2 million. At December 31, 1996, intangible assets included goodwill of
$109.9 million and other assets included investments in unconsolidated
affiliates of $23.7 million. The increase in the investment in unconsolidated
affiliates includes MAPCO's $106.2 million investment during 1997 in the
Discovery project. The increase in goodwill reflects the ACS Data, EZ-Serve,
Gas Supply and various propane company acquisitions during the current year.


NOTE 9 - STOCKHOLDERS' EQUITY

On September 10, 1996, MAPCO's Board of Directors authorized a two-for-one
stock split effected in the form of a stock dividend from shares held as
treasury stock, which was distributed on September 30, 1996, to shareholders of
record on September 16, 1996. All references in the condensed consolidated
financial statements to number of shares and per share amounts of the Company's
common stock prior to the split have been restated to reflect the increased
number of shares outstanding.

As part of its share repurchase program, the Company has sold equity put
options that entitle the holder, at the expiration date, to sell shares of
common stock to the Company at a specified price. In 1996, put options for
550,000 shares, with an aggregate exercise value of $16.7 million, were issued
for $595,000 in premiums, which have been accounted for as capital in excess of
par value. As of September 30, 1997, the Company had outstanding equity put
options on 600,000 shares of MAPCO common stock with an aggregate exercise
value of $18.4 million at strike prices ranging from $29.00 to $31.50 per share
and expiration dates ranging from October 1997 to February 1998. The put
options issued in 1997 were sold for $570,500 in premiums which were accounted
for as capital in excess of par value. In the event the outstanding options are
exercised, the Company may elect to pay the holder in cash the difference
between the exercise price and the market price of the Company shares in lieu
of repurchasing the stock. During the first nine months of 1997, net cash
settlements totaling $206,250 were paid on exercised options.


NOTE 10 - COMMITMENTS AND CONTINGENCIES

Leases

On December 11, 1996, the Company entered into a seven-year operating lease
arrangement to accommodate the acquisition and construction of


                                    11 of 36

<PAGE>   12



certain assets. Payments under the lease are based on the amounts spent for
acquisition or construction of assets and the applicable interest rate. After
the lease term, the arrangement may be extended by agreement of the parties or
the Company may purchase or arrange for the sale of the assets. As of September
30, 1997, all of the $100 million commitment remained available under the
lease.

Texas Explosion Litigation

On April 7, 1992, a liquefied petroleum gas explosion occurred near an
underground salt dome storage facility located near Brenham, Texas and owned by
an affiliate of the Company, Seminole Pipeline Company ("Seminole"). The
Company, as well as Seminole, Mid-America Pipeline Company, MAPCO Natural Gas
Liquids Inc. and other non-MAPCO entities were named as defendants in civil
actions filed in state district courts located in four Texas counties. Seminole
and the related MAPCO entities have settled in excess of 1,600 claims in these
lawsuits. The only lawsuit remaining is the DALLMEYER case which was tried
before a jury in Harris County.

In DALLMEYER, the judgment rendered in March 1996 against defendants Seminole
and MAPCO-related entities totaled approximately $72 million which included
nearly $65 million of punitive damages awarded to the 21 plaintiffs.

Both plaintiffs and defendants have appealed the DALLMEYER judgment to the
Court of Appeals for the Fourteenth District of Texas in Harris County. The
defendants seek to have the judgment modified in many respects, including the
elimination of punitive damages as well as a portion of the actual damages
awarded. If the defendant's motions are granted, it will result in an award
significantly less than the judgment, or alternatively, a retrial of the case.
The plaintiffs have cross appealed and seek to modify the judgment to increase
the total award plus interest to exceed $155 million.

Management believes that it has defenses of considerable merit and will
vigorously litigate the DALLMEYER appeal or seek a settlement satisfactory to
the Company, but is not able to predict the ultimate outcome of this matter at
this time. The Company has accrued a liability representing an estimate of
amounts it may incur to finally resolve all litigation and has also recorded a
receivable which corresponds to the remainder of its insurance coverage to be
reimbursed by its insurance carrier. Management is unable to estimate a range
of loss beyond the amount accrued. Resolutions unfavorable to the Company could
result in liabilities and charges materially in excess of the amount accrued.

Seminole Loop/Aquila-LaGrange Line Litigation

All litigation on the Aquila-LaGrange Line has been settled on terms and
conditions satisfactory to the Company. A few additional condemnation appeal
cases remain on the Seminole loop project; however, the Company believes that
complete resolution of these remaining cases will not have a material adverse
effect on the Company's businesses, results of operations, financial position or
cash flows.



                                    12 of 36

<PAGE>   13



General Litigation

The Company and its subsidiaries are involved in various other lawsuits, claims
and regulatory proceedings incidental to their businesses. In the opinion of
Management, the outcome of such matters will not have a material adverse effect
on the Company's business, results of operations, financial position or cash
flows.


                                    13 of 36

<PAGE>   14



          MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                           AND RESULTS OF OPERATIONS


Management's Discussion and Analysis may contain forward-looking statements,
including, without limitation, statements relating to the Company's plans,
strategies, objectives and expectations and are made pursuant to the "safe
harbor" provisions of the Private Securities Litigation Reform Act of 1995. Any
such forward-looking statements involve known and unknown risks and
uncertainties and the Company's actual results may differ materially from those
forward-looking statements. The Company does not undertake to update, revise or
correct any of the forward-looking information contained in this document.
Readers are cautioned that such forward-looking statements should be read in
connection with the Company's disclosures under the heading "CAUTIONARY
STATEMENT FOR THE PURPOSES OF THE 'SAFE HARBOR' PROVISIONS OF THE PRIVATE
SECURITIES LITIGATION REFORM ACT OF 1995" beginning on page 29.

FINANCIAL CONDITION

Cash Generation

<TABLE>
<CAPTION>
Nine months ended September 30,                           1997          1996         Var.
                                                         ------        ------       -----
<S>                                                       <C>          <C>          <C>
Net cash provided by continuing operations                $  66        $ 101        $ (35)
Net cash provided by discontinued operations                 --           22          (22)
                                                          -----        -----        -----
Net cash provided by operating activities                    66          123          (57)
Net cash provided by (used in) investing activities        (222)         156         (378)
Net cash provided by (used in) financing activities          96         (253)         349
                                                          -----        -----        -----
Cash generation (usage)                                   $ (60)       $  26        $ (86)
                                                          =====        =====        =====
</TABLE>

The $35 million decrease in funds provided by continuing operations in 1997 was
primarily attributable to a $28 million decrease in earnings from operations,
adjusted for gain on sale of assets and changes in operating assets and
liabilities. Decreased earnings in the Propane Marketing business unit were the
primary cause of the decreased earnings from operations and were caused by weak
market conditions during the first nine months of the year and increased
operating costs associated with growth strategies. The net change in accounts
payable for the nine months ended September 30, 1997, decreased $85 million as
compared to the change in accounts payable for the same period in 1996
primarily due to higher-cost year-end 1996 crude and propane purchases. The
change in accrued taxes was a decrease of $25 million due to timing differences
in making required tax payments. Partially offsetting these uses of cash was a
change in accounts receivable which decreased $106 million, primarily
reflecting lower product sales prices in the current year.

Cash provided by discontinued operations was from the operations of the Coal
business through July 1996.

Cash flows from investing activities in 1997 included capital expenditures and
acquisitions of $175 million, of which $50 million was for capital items
necessary to maintain existing operations. Capital


                                    14 of 36

<PAGE>   15



expenditures in 1997 (see the Liquidity and Capital Resources section of this
report for additional details regarding the acquisitions discussed below)
included $35 million for the acquisition of various propane marketing
businesses, $18 million for the addition of a propylene splitter, expansion of
the alkalization unit, replacement of the fluid catalytic cracker blower and an
additional storage tank at the Mid-South Refinery, $12 million for the
acquisition of 19 convenience stores from EZ-Serve Inc., $11 million for the
acquisition of ACS Data LTD., $7 million for the acquisition of the assets of
Gas Supply Inc., $6 million for a new computer system in the Propane Marketing
business unit, $5 million for a gasoline expansion project and initial costs
associated with the addition of a third crude unit for expanded jet fuel
production at the Alaska Refinery, and $5 million for propane tanks.
Expenditures for investments in unconsolidated affiliates during the first nine
months of 1997 included $106 million for the Discovery pipeline project, $4
million for the Rio Grande pipeline project, and $3 million for the Alliance
pipeline project. Cash flows from investing activities in 1997 included
proceeds of $66 million from the sale of MAPCO's interest in the natural gas
liquids and condensate in the West Panhandle field. Cash flows from investing
activities during the first nine months of 1996 included $236 million of
proceeds from the sale of the Coal segment to Alliance Coal Corporation and
$43 million of proceeds from Retail Propane's sale of its Iowa propane and 
liquid fertilizer assets to CENEX. These proceeds were partially offset by 
$89 million of capital expenditures for continuing operations, of which $45
million was for capital items necessary to maintain existing operations. 
Capital expenditures in 1996 also include $11 million for a saturated gas
plant expansion at the Memphis Refinery, $5 million for the acquisition 
of a propane company in Colorado, and $4 million for the expansion of the 
Hobbs Station in west Texas. Capital expenditures in 1996 associated with 
the discontinued Coal segment were $22 million. Investments in unconsolidated 
affliates included $19 million for the Rio Grande pipeline project.

Cash from financing activities in 1997 included the use of $23 million in cash
to reduce variable-rate borrowings, $50 million to purchase 1.6 million shares
of the Company's common stock and $25 million for cash dividends. In the first
quarter of 1997, MAPCO issued $100 million of senior subordinated notes with a
coupon rate of 7.25% that are due in 2009 and $100 million of senior
subordinated debentures with a coupon rate of 7.70% that are due in 2027. Cash
used in financing activities for the first nine months of 1996 included the
repurchase of 2.2 million shares of MAPCO common stock for $62 million, the
payment of $22 million of cash dividends and a net decrease in variable rate
debt of $173 million.

Various loan agreements contain restrictive covenants which, among other
things, limit the payment of advances or dividends by two of Natural Gas
Liquids' ("NGL") subsidiaries to MAPCO. At September 30, 1997, $190 million of
net assets held by such subsidiaries were restricted by such provisions.



                                    15 of 36

<PAGE>   16



LIQUIDITY AND CAPITAL RESOURCES

MAPCO's primary sources of liquidity are its cash and cash equivalents,
internal cash generation, and external financing. At September 30, 1997,
MAPCO's cash and cash equivalents were $45 million compared to $105 million at
December 31, 1996.

MAPCO's external financing sources include its bank credit agreements, its
uncommitted bank credit lines, its ability to issue public or private debt,
including commercial paper and its leasing arrangement. MAPCO's bank credit
agreements represent a total committed line of credit of $400 million. The bank
credit agreement serves as a back-up for outstanding commercial paper and for
borrowings against bank money market lines. As of September 30, 1997, no
borrowings were outstanding under the bank credit agreement.

On December 11, 1996, the Company entered into a seven-year operating lease
arrangement to accommodate the acquisition and construction of certain assets.
Payments under the lease are based on the amounts spent for acquisition or
construction of assets and the applicable interest rate. After the lease term,
the arrangement may be extended by agreement of the parties or the Company may
purchase or arrange for the sale of the assets. As of September 30, 1997, there
were no outstanding advances against the lease agreement and the full $100
million commitment was available. The Company expects to utilize $15 million of
the commitment by December 31, 1997.

As of September 30, 1997, MAPCO had outstanding $279 million of Medium Term
Notes issued pursuant to a 1990 shelf registration statement. The aggregate
principal amount of $47 million remaining on the 1990 shelf registration
statement was de-registered on March 4, 1997. On January 31, 1997, MAPCO filed
another shelf registration statement with the Securities and Exchange
Commission providing for the issuance of up to $500 million of debt and equity
securities. During the first quarter of 1997, the Company issued $200 million
of senior subordinated notes and debentures under this registration statement.
The proceeds from this debt issuance were used for general corporate purposes,
including funding working capital requirements, capital expenditures,
investments in unconsolidated affiliates, share repurchases and reduction of
debt.

At December 31, 1996, the Company was a party to various interest rate swap
agreements with financial institutions which effectively changed the Company's
interest rate exposure from variable rates to fixed rates on $100 million of
debt. In the first quarter of 1997, the Company recognized a $4.3 million gain
upon termination of the interest rate swap agreements, which was done
concurrently with the pay-off of the related debt.

As of September 30, 1997, the Company had sold put options on 1.1 million
shares of MAPCO common stock with strike prices ranging from $29.00 to $32.63
per share. In the first nine months of the year, put options on 500,000 shares
expired and options on 600,000 shares were extended. As of September 30, 1997,
options on 600,000 shares of MAPCO

                                    16 of 36

<PAGE>   17



common stock were outstanding with expiration dates ranging from October 1997
to February 1998. MAPCO's Board of Directors has authorized Management to issue
put options on up to 1.5 million shares
of MAPCO's common stock.

Effective January 1, 1997, MAPCO sold its interest in the natural gas liquids
and condensate in the West Panhandle field to Westpan NGL Company, a subsidiary
of MESA Operating Company, for $66 million. The Company recognized a gain of
$66 million on the transaction in the first quarter of 1997 as the interest
sold had no book basis. As part of the sales agreement, MAPCO was released from
its liability for its share of prior natural gas liquids over-takes.

Effective January 1, 1997, MAPCO acquired the assets of Gas Supply, Inc., ("Gas
Supply") an independent wholesale propane company based in Minneapolis,
Minnesota, for approximately $7 million, plus working capital. The acquisition
has been used to expand MAPCO's current wholesale propane marketing activities
under the trade name "Gas Supply." Gas Supply marketed approximately 120
million gallons of propane in the Central and Northeastern United States in
1996. MAPCO also acquired Gas Supply's related product sales, a construction
company, a 40,000-barrel storage facility and a rail car and truck terminal in
Rosemont, Minnesota.

In April 1997, MAPCO acquired ACS Data, Ltd. ("ACS"), a company with
headquarters in Manchester, England, at a cost of approximately $10 million.
ACS designs and manufactures hand-held computers and peripherals.

Effective May 21, 1997, MAPCO acquired 19 retail convenience stores located
primarily in the Nashville, Tennessee market from EZ-Serve Inc.
at a cost of $12 million.

On April 30, 1997, MAPCO purchased a 5% ownership in the Alliance pipeline
project. The Alliance pipeline will construct a 1,900 mile, 36-inch diameter,
natural gas pipeline transmission system to carry natural gas and natural gas
liquids from western Canada to the Midwest United States for marketing
throughout North America. Alliance's delivery points near Chicago include a
natural gas liquids extraction facility proposed by Aux Sable Liquids Products
LP, which is adjacent to the northern end of MAPCO's 10,000 mile NGL pipeline
network. Construction of the pipeline is expected to begin in the second
quarter of 1998 with completion anticipated by year-end 1999.

From May through August 1997, MAPCO acquired eleven propane companies at a cost
of approximately $35 million. These companies, with combined sales during 1996
of over 26.5 million gallons of propane and other related products, have market
areas in Alabama, Arkansas, Indiana, Minnesota, Missouri, North Carolina,
Oklahoma and South Dakota.

MAPCO's existing debt and credit agreements contain covenants which limit the
amount of additional indebtedness the Company can incur. Management believes,
however, that MAPCO has sufficient capacity to

                                    17 of 36

<PAGE>   18



fund its anticipated needs.

Capital expenditures in 1997 are currently expected to be about $315 million
and investments in unconsolidated affiliates are projected to be approximately
$140 million. Capital expenditures in 1997 are currently expected to include
$83 million for capital items necessary to maintain existing operations, $60
million for propane marketing acquisitions and expansions, $60 million for
convenience store construction and acquisitions, $46 million for refinery
expansion projects and $22 million for pipeline loops and connections. MAPCO
expects to utilize cash from operations, short-term funding sources, proceeds
from the sale of assets, leasing arrangements and proceeds from additional
borrowings and/or equity securities under the shelf registration statement
filed with the SEC in 1997 to meet anticipated 1997 capital expenditures and
equity investments. MAPCO anticipates that any future excess internal cash
generation will be used primarily for debt reduction and to fund new capital
projects.

Other Developments

On July 22, 1997, MAPCO announced plans to construct a splitter at the
Mid-South Refinery that will increase the refinery's capacity for propylene
production from the current 2,000 barrels per day to 6,000 barrels per day of
the high margin product. The project is expected to be completed by the end of
the first quarter of 1998 at an anticipated cost of $20 million.

MAPCO also announced plans to construct a third crude unit at the North Pole
Refinery that will produce an additional 17,000 barrels per day of refined
products, including 14,000 barrels per day of jet fuel. The project is expected
to be completed in the fourth quarter of 1998 at a cost of $70 million.

On August 1, 1997, MAPCO announced that it had reached an understanding with
Enterprise Products Company ("Enterprise") to form a joint venture for the
development of a natural gas liquids transportation and distribution system. It
is anticipated this system will be capable of distributing product from key NGL
sources in southern Louisiana with direct connections to major NGL markets,
including the Louisiana river markets, Lake Charles, Louisiana and Mont
Belvieu, Texas. The joint venture will be a limited liability company in which
MAPCO and Enterprise will each have a 50 percent interest.

On September 5, 1997, MAPCO announced the opening of its new office under the
name of Espagas, S.A. de C.V. ("Espagas") in Celaya, Guanajuato, Mexico and
future plans to open an additional office in Mexico City. Espagas markets
liquefied gas (LPG) technology equipment as a part of MAPCO's TouchStar
Technologies LLC.

MAPCO announced on September 10, 1997 that Thermogas Company had launched a new
company, Thermogas Energy, LLC, that will form joint ventures with rural
electric cooperatives and municipal utilities to market and distribute propane.
As of September 30, 1997, Thermogas

                                    18 of 36

<PAGE>   19



Energy had completed joint ventures with two rural cooperatives in the state of
Kentucky.

The gas gathering system for the Discovery project is under construction and
gas transportation is expected to begin in December 1997. The project's gas
processing plant and fractionator are also under construction and both are
expected to be fully operational by July 1998.

In July 1997, MAPCO acquired a 100% ownership interest in LEXAS OIL, L.L.C.
which had been an unconsolidated 50% owned entity since January 1, 1995.

The Company is in the process of assessing the expected costs associated with
modifying its internal-use software and hardware for the year 2000, and has not
yet determined the estimated amount of such costs. MAPCO is also reviewing the
potential costs or consequences of incomplete or untimely resolution of the
year 2000 issue by the Company or other entities, which could materially impact
results of operations, financial position or cash flows.

RESULTS OF OPERATIONS

THIRD QUARTER

Sales and operating revenues were as follows (in millions):

<TABLE>
<CAPTION>

                             Three Months Ended September 30,
                          --------------------------------------
                             1997           1996        Variance
                          ---------      ---------      --------
<S>                       <C>            <C>            <C>
Natural Gas Liquids       $   170.0      $   161.6      $    8.4
Propane Marketing              66.5           71.7          (5.2)
Petroleum Refining            651.3          466.0         185.3
Retail Petroleum              187.7          186.8           0.9
Other                           8.3           --             8.3
Eliminations                 (101.7)         (88.6)        (13.1)
                          ---------      ---------      --------
                          $   982.1      $   797.5      $  184.6
                          =========      =========      ========

</TABLE>

The $184.6 million increase in sales and operating revenues primarily reflects
increased sales in the Petroleum Refining business unit.

Natural Gas Liquids' sales increased $8.4 million principally due to increased
trading and pipeline revenues. Trading revenues increased $5.5 million as
revenues from the Canadian operations, which just began operations last
September, increased $19.5 million, offset by a $14.0 million decrease in other
trading activities. Other trading revenues decreased as both volumes and prices
decreased from last year. Pipeline revenues were at record levels for the third
quarter and increased $4.2 million, primarily due to increased shipments from
Rocky Mountain origins, increased production and shipments from the Chaco plant
and increased shipments of ethane/propane mix products. The Westpan operations,
which were shut down after MAPCO sold its interest in the liquids and
condensate in the West Panhandle field on January 1, 1997, generated $1.9
million of revenues during the third quarter of 1996. Outside storage revenue
increased $0.4 million due to increased storage contracts. Overall, Natural Gas
Liquids' $13.3 million volume increase was partially offset by a $4.9 million
price decrease for a net sales increase of $8.4 million.


                                    19 of 36

<PAGE>   20



Propane Marketing sales decreased $5.2 million as decreased gas supply sales
more than offset the impact of increased retail sales. Retail sales increased
$2.3 million as increased retail propane sales more than offset the loss of
revenues from fertilizer and chemical sales. Retail propane sales increased
$4.1 million as volumes increased 5.2 million gallons reflecting the additional
plants acquired since last year combined with slightly higher selling prices.
Fertilizer and chemical sales decreased $1.7 million because those operations
were phased-out during the third quarter of 1996. Gas supply sales decreased
$7.7 million primarily due to decreased spot supply sales. The decrease in spot
supply sales was mainly attributable to decreased sales volumes of 18.9 million
gallons combined with a slight decrease in sales prices. Last year's volatile
market conditions were favorable for spot supply activities. Overall, a $12.6
million decrease in prices was partially offset by a $7.4 million increase in
volumes for a net sales decrease of $5.2 million.

Petroleum Refining sales increased $185.3 million primarily due to increased
sales by the Mid-South Refinery. Sales at the Mid-South Refinery increased
$199.6 million as volumes increased 100,424 barrels per day (73.8%), partially
offset by a 7.4% decrease in average product prices. The sales volume increase
was met by increased production, as processed barrels sold increased 19,656
barrels per day, and sales of purchased products increased by 80,768 barrels
per day. The increase in sales volume reflects the inclusion of the previously
unconsolidated Lexas operations, increased demand for high-octane gasoline,
increased jet fuel sales, and aggressive marketing and increased spot sales in
the Memphis and Ohio Valley areas. Alaska Refinery sales decreased $14.3
million as average sales prices decreased $1.99 per barrel (7.1%) and sales
volumes decreased 1,796 barrels per day (3.3%). The price decrease primarily
reflects lower jet fuel and diesel prices and the volume decrease was due to
the timing of gasoline blendstock cargo shipments. Overall, Petroleum
Refining's $234.7 million volume increase was offset by a $49.4 million price
decrease for a net sales increase of $185.3 million.

Retail Petroleum's overall sales increased $0.9 million due to a $9.3 million
increase in merchandise sales, partially offset by a $8.4 million decrease in
fuel sales. Lower sales prices accounted for $3.5 million of the $8.4 million
decrease in fuel sales and decreased volumes accounted for the remaining $4.9
million. Merchandise sales increased $9.3 million (16.9%) due to the
combination of an increase of 20 stores over the prior year quarter and a 7.6%
increase in merchandise sales per store. Gasoline revenues increased $1.0
million reflecting an increase of 2.0 million gallons (2.8%) in sales volumes,
partially offset by a $0.02 per gallon (1.6%) decrease in average sales price
per gallon. The increase in gasoline sales volumes was primarily attributable
to the increased number of stores. Diesel revenues decreased $9.5 million as
both prices and volumes decreased from last year. Volumes declined 6.7 million
gallons (16.9%) because of the absence of volumes from the Rising Fawn travel
center which closed due to a fire in the fall of 1996 and the discontinuation
of the Fuelman operations. Construction to rebuild the Rising Fawn travel
center is

                                    20 of 36

<PAGE>   21

underway and is expected to be completed by early December 1997.
Diesel prices decreased $0.06 per gallon (5.5%).

Other sales and operating revenues include sales by MAPCO's newly
formed companies FleetOne L.L.C. and TouchStar Technologies L.L.C. of
$5.8 million and $2.5 million, respectively.

Outside purchases and operating expenses increased $176.9 million in the third
quarter of 1997 as compared to 1996. Details by business unit are as follows
(in millions):

<TABLE>
<CAPTION>

                                                              Three months ended September 30:
                                      ---------------------------------------------------------------------------------
                                               1997                          1996                      Variance
                                      -----------------------      -----------------------     ------------------------
                                       Outside      Operating       Outside      Operating      Outside       Operating
                                      Purchases      Expense       Purchases      Expense      Purchases       Expense
                                      ---------     ---------      ---------     ---------     ---------      ---------
<S>                                   <C>           <C>            <C>           <C>           <C>            <C>
Natural Gas Liquids                   $    99.4     $    27.1      $    86.3     $    31.4     $    13.1      $    (4.3)
Propane Marketing                          13.1          23.0           33.7          17.9         (20.6)           5.1
Petroleum Refining                        580.6          27.7          413.9          25.6         166.7            2.1
Retail Petroleum                           85.0          26.1           83.3          18.7           1.7            7.4
Other                                       5.9           (.2)            --            --           5.9            (.2)
                                      ---------     ---------      ---------     ---------     ---------      ---------
                                      $   784.0     $   103.7      $   617.2     $    93.6     $   166.8      $    10.1
                                      =========     =========      =========     =========     =========      =========

</TABLE>

Natural Gas Liquids' outside purchases increased $13.1 million primarily as a
result of increased trading purchases. Canada trading purchases increased $19.4
million as those operations were in start-up in the 1996 third quarter. Other
trading purchases decreased $6.3 million primarily due to lower market prices.
Operating expenses decreased $4.3 million primarily due to the absence of
Westpan expenses as those operations were shut down after MAPCO sold its
interest in the liquids and condensate in the West Panhandle field in January
of this year.

Propane Marketing's outside purchases decreased $20.6 million due to reduced
wholesale, retail propane and fertilizer purchases. Propane purchases for the
wholesale and retail operations decreased $20.2 million. Lower product prices
accounted for $28.0 million of the variance, partially offset by increased
volumes, reflecting the volume increase in both retail and wholesale propane
sales. Outside purchases of fertilizer and chemical decreased $1.3 million due
to the divestiture of those product lines in 1996. Appliance and all other
purchases increased $0.9 million. Operating expenses increased $5.1 million
primarily due to increased salary and benefit costs, advertising, supplies and
vehicle expenses associated with acquisitions and new development and increased
bad debt accruals associated with increased accounts receivable.

Petroleum Refining's outside purchases increased $166.7 million. The Mid-South
Refinery's purchases increased $183.3 million due to increased purchases of
refined products and increased crude throughput volumes, partially offset by a
decrease in crude prices. Outside purchases of refined products increased due
to the inclusion of the previously unconsolidated Lexas trading operations and
an overall increase in sales in the Mid-South Refinery's marketing areas. The

                                   21 of 36

<PAGE>   22

Alaska Refinery's outside purchases decreased $16.6 million reflecting a
$2.67 per barrel decrease in West Coast crude prices combined with reduced
purchases of refined products as product sales volumes were
down for the quarter. Operating expenses increased $2.1 million primarily due
to increased labor and maintenance costs at the Alaska Refinery. Operating
expenses at the Mid-South Refinery were essentially unchanged from last year;
however, because of the additional barrels produced, controllable expenses
decreased $0.12 per barrel (6.9%).

Retail Petroleum's outside purchases increased $1.7 million. Including the more
significant amounts of products purchased from the Petroleum Refining business
unit, which are not reflected in the above table due to eliminations, total
purchases increased $0.6 million. Gasoline purchases increased $3.3 million due
to an increase in volumes of 4.6 million gallons combined with a $0.01 per
gallon increase in wholesale prices. Merchandise purchases increased $6.4
million due to increased sales. Total diesel purchases decreased $9.1 million
due to a decrease of 4.7 million gallons purchased, reflecting lower diesel
sales volumes, combined with a $0.07 per gallon decrease in wholesale costs.
Operating expenses increased $7.4 million principally because of general cost
increases reflecting the increased number of stores in operation and business
development activities.

Other outside purchases of $5.9 million include purchases of refined
petroleum products by FleetOne L.L.C. of $4.5 million and computer
product purchases by TouchStar Technologies L.L.C. in the amount of
$1.4 million.

Selling, general and administrative expenses increased $4.8 million; however,
excluding a $4.0 million reclassification entry which reduced general and
administrative expense (see other income below), selling, general and
administrative expense increased $8.8 million. The increase was primarily due
to increased labor and associated costs reflecting increased support personnel,
the cost of the Marketing and Business Development department which was
established in August 1996 to develop new business opportunities for the
Company, and increased outside services, legal and travel expenses.

Depreciation and amortization expense increased $3.5 million primarily because
of increased expense by Alaska Marketing and Refining and Propane Marketing.
Alaska Marketing and Refining's increase was due to an adjustment in September
1996 to increase the depreciable life of the refinery which reduced prior year
expense by $3.1 million. Propane Marketing's depreciation expense increased
principally because of plant acquisitions since last year.

Interest expense for the current quarter was $11.3 million compared to $15.1
million in the 1996 quarter. The $3.8 million decrease primarily reflects $3.4
million of interest capitalized in the current quarter which was associated
with the Discovery Project.

Other income/expense for the three months ended September 30 decreased

                                   22 of 36


<PAGE>   23


$4.3 million principally due to the current quarter reclassification of pension
overfunding earnings from other income to general and administrative expense.

The effective income tax rate for the third quarter of 1997 was 40.7% compared
to 40.6% in the third quarter of 1996. The difference between the statutory
Federal income tax rate of 35% and the effective income tax rate was primarily
due to state income taxes.

Operating profit (loss) for the three months ended September 30, 1997 and 1996
is detailed below (in millions):

<TABLE>
<CAPTION>

                                                  1997                   1996                 Variance
                                             --------------         --------------         --------------
<S>                                          <C>                    <C>                    <C>
Natural Gas Liquids                          $         32.2         $         32.6         $         (0.4)
Propane Marketing                                     (10.0)                  (5.1)                  (4.9)
Petroleum Refining                                     33.2                   20.4                   12.8
Retail Petroleum                                        3.4                   11.3                   (7.9)
Other                                                  (1.2)                     -                   (1.2)
                                             --------------         --------------         --------------
                                             $         57.6         $         59.2         $         (1.6)
                                             ==============         ==============         ==============
</TABLE>


Natural Gas Liquids' current quarter operating profit decreased $0.4 million
principally due to the absence of $3.5 million of operating profit from the
Westpan operations. MAPCO sold its interest in the liquids and condensate in
the West Panhandle field in January 1997. Excluding Westpan from the 1996
results, operating profit increased $3.1 million primarily due to increased
profits from pipeline operations. 

Propane Marketing's operating profit decreased $4.9 million because increased
margins on product sales were more than offset by increased operating, general
and administrative and depreciation expenses.

Petroleum Refining's operating profit increased $12.8 million, reflecting a
$15.2 million increase from the Mid-South Refinery, partially offset by a $2.4
million decrease from the Alaska Refinery. Profits at the Mid-South Refinery
increased primarily due to a 43.8% increase in the gross profit margin on
processed barrels sold. The profit margin increase resulted from crude cost
decreases which outpaced declines in average product sales prices. The $2.4
million decrease in the Alaska Refinery's profits was primarily attributable to
increased depreciation expense. The impact of a $2.06 per barrel (34.2%)
increase in gross profit margin on processed barrels sold was offset by
increased operating expenses. The increase in gross profit margin reflects the
effect of crude costs declining more than the decrease in average product sales
price.

Retail Petroleum's operating profit decreased $7.9 million primarily due to a
$7.4 million increase in operating expenses. Otherwise, an increase in
merchandise profits of $2.8 million was offset by lower gasoline profits.
Diesel profits were essentially unchanged from the 1996 quarter. Merchandise
profits increased because of a $9.2 million
 
                                   23 of 36

<PAGE>   24

increase in sales volumes while gross profit margins remained unchanged from
the 1996 quarter. Expenses increased primarily because of general increases in
a number of expense categories and the impact of the additional stores from the
EZ-Serve acquisition on operating costs. The lower gasoline profits reflect a
4.4 cent per gallon (21.6%) decrease from last year's exceptionally high
margins, partially offset by a 2.8% increase in gasoline sales volumes. Diesel
profits were essentially unchanged as the impact from a $0.02 per gallon
increase (29.1%) in gross profit margin was offset by a 6.7 million gallon
(16.9%) decrease in volumes.

Income from continuing operations was $22.1 million or $0.41 per share in the
1997 third quarter compared to $22.7 million or $0.40 per share in the 1996
quarter. Average common shares outstanding were 54.4 million in the 1997
quarter and 57.3 million in the 1996 quarter.


YEAR-TO-DATE

Sales and operating revenues were as follows (in millions):

<TABLE>
<CAPTION>

Nine Months Ended September 30,            1997                1996              Variance
                                     ---------------     ---------------     ---------------
<S>                                  <C>                 <C>                 <C>            
  Natural Gas Liquids                $         552.1     $         463.7     $          88.4
  Propane Marketing                            284.3               275.7                 8.6
  Petroleum Refining                         1,645.6             1,285.3               360.3
  Retail Petroleum                             549.4               532.5                16.9
  Other                                         14.9                   -                14.9
  Eliminations                                (278.7)             (235.5)              (43.2)
                                     ---------------     ---------------     ---------------
                                     $       2,767.6     $       2,321.7     $         445.9
                                     ===============     ===============     ===============
</TABLE>

The $445.9 million increase in sales and operating revenues was due to
increased sales by all of MAPCO's operating units.

Natural Gas Liquids' sales increased $88.4 million due to increased trading and
pipeline revenues. Trading revenues increased $83.2 million as revenues from
MAPCO Canada, which just began operations last September, increased $51.3
million. Other trading revenues increased $31.9 million as both volumes and
average prices increased over 1996. Pipeline revenues increased $10.5 million,
primarily due to increased ethane shipments from Rocky Mountain and Hobbs
origins, increased production and shipments from the Chaco plant and increased
shipments of ethane/propane mix products. The Westpan operations, which were
shut down after MAPCO sold its interest in the liquids and condensate in the
West Panhandle field on January 1, 1997, generated $5.9 million of revenues
during the first nine months of 1996. Overall, $63.0 million of Natural Gas
Liquids' sales increase was due to increased volumes and $25.4 million was due
to higher prices.

Propane Marketing sales increased $8.6 million; however, excluding the revenues
associated with the assets sold in the Cenex transaction, sales increased $32.3
million as both Gas Supply and Retail Propane sales increased over 1996. The
Cenex transaction included the sale of

                                   24 of 36
<PAGE>   25

all of Propane Marketing's Iowa retail propane plants at the end of the first
quarter of 1996 along with phased-out sales of its fertilizer and related
products operations through the third quarter of 1996. Gas supply sales
increased $25.4 million primarily due to increased wholesale propane sales
reflecting the acquisition of the assets of Gas Supply Inc. in January 1997.
Retail propane sales increased $6.9 million reflecting a 10.5 cent per gallon
increase in average sales prices, partially offset by a 14.0 million gallon
decrease in sales volumes. The lower retail propane sales volumes reflect
warmer weather patterns in the current year. Overall, $21.8 million of Propane
Marketing's $32.3 million sales increase was attributable to increased prices
and $10.5 million to increase volumes.

Petroleum Refining sales increased $360.3 million reflecting increased sales by
both the Mid-South and Alaska Refineries. Sales at the Mid- South Refinery
increased $345.8 million (36.6%) as increased volumes more than offset the
impact of lower product prices. Volumes increased 52,066 (38.0%) barrels per
day reflecting increased demand for high- octane gasoline, increased jet fuel
sales, and aggressive marketing and increased spot sales in the Memphis and
Ohio Valley areas. The volume increase was met by increased production, as
processed barrels sold increased 8,556 barrels per day (8.5%) combined with
increased sales of purchased products of 43,510 barrels per day. Average
product prices for the period decreased $0.17 per barrel (0.7%). Sales at the
Alaska Refinery increased $14.5 million as volumes increased 1,297 barrels per
day (2.9%) and average sales prices increased $0.37 per barrel (1.3%). The
increased volumes primarily reflect continued strong demand for jet fuel which
more than offset decreased gasoline, diesel and asphalt sales. With this year's
construction season almost complete, traditionally high-margin asphalt sales
have been reduced by almost 40% due to the entry of new competitors in the
Alaska asphalt market. The increased sales volumes were met through increased
sales of purchased products as processed barrels sold decreased 2,996 barrels
per day. Overall, Petroleum Refining's $364.4 million volume increase was
offset by a $4.1 million price decrease for a net sales increase of $360.3
million.

Retail Petroleum's overall sales increased $16.9 million due to a $12.6 million
increase in merchandise sales and a $4.3 million increase in fuel sales. The
increase in fuel sales was attributable to higher average fuel prices as the
impact from volumes was negligible because increased gasoline volumes offset
the impact of lower diesel volumes. Merchandise sales increased $12.6 million
(8.0%) due to the combination of an increase of 10 stores over the previous
year and a 3.3% increase in merchandise sales per store. Gasoline revenues
increased $13.4 million reflecting an increase in gasoline volumes sold of 8.9
million gallons (4.3%) combined with a $0.01 per gallon (0.8%) increase in
average sales price per gallon. The increase in gasoline sales volumes was
primarily attributable to an increase in the number of stores. Diesel revenues
decreased $9.8 million as decreased volumes more than offset the impact of
higher sales prices. Volumes declined 10.7 million gallons (9.5%) because of
the absence of volumes from the Rising Fawn travel center which closed due to a
fire in the fall of

                                   25 of 36
<PAGE>   26

1996, the discontinuation of the Fuelman operations and the
increase in fuel prices. Diesel prices increased $0.02 per gallon (5.5%) from
last year.

Other sales and operating revenues includes sales by MAPCO's newly
formed companies FleetOne L.L.C. and TouchStar Technologies L.L.C. of
$9.1 million and $5.8 million, respectively.

Outside purchases and operating expenses increased $443.7 million in the first
nine months of 1997 as compared to 1996. Details by business unit are as
follows (in millions):

                                    
<TABLE>
<CAPTION>
                                       
   
                                                            Nine months ended September 30,
                             -----------------------------------------------------------------------------------------------  
                                        1997                            1996                          Variance
                             ------------------------------  ------------------------------  -------------------------------
                                 Outside       Operating        Outside        Operating        Outside         Operating
                                Purchases       Expense        Purchases        Expense        Purchases         Expense
                             --------------- --------------  --------------  --------------  --------------  ---------------
<S>                          <C>             <C>             <C>             <C>             <C>             <C>            
Natural Gas Liquids          $         337.1 $         85.9  $        243.7  $         85.7  $         93.4  $           0.2
Propane Marketing                      131.2           68.4           141.1            59.8            (9.9)             8.6
Petroleum Refining                   1,461.3           79.2         1,146.1            73.5           315.2              5.7
Retail Petroleum                       249.6           70.0           241.5            59.6             8.1             10.4
Other                                   10.9            1.1               -               -            10.9              1.1
                             --------------- --------------  --------------  --------------  --------------  ---------------
                             $       2,190.1 $        304.6  $      1,772.4  $        278.6  $        417.7  $          26.0
                             =============== ==============  ==============  ==============  ==============  ===============
</TABLE>

Natural Gas Liquids' outside purchases increased $93.4 million primarily as a
result of increased trading purchases. Purchases by MAPCO Canada, which was in
start-up during the 1996 quarter, increased $51.3 million and other trading
purchases increased $41.9 million, reflecting both higher market prices and
increased trading volumes. Operating expenses were essentially unchanged;
however, excluding Westpan expenses from the 1996 amounts, operating expenses
increased $6.9 million. Pipeline expenses increased $3.8 million due to
increased power costs which resulted from both increased volumes and higher
natural gas prices, partially offset by decreased property tax expense.
Fractionation costs increased $0.8 million because of increased volumes and
higher natural gas prices. Operating expense associated with trading operations
increased $1.4 million.

Propane Marketing's outside purchases decreased $9.9 million; however,
excluding the Cenex transaction, outside purchases increased $6.8 million.
Propane purchases for both the wholesale and retail operations increased $1.6
million as increased volumes caused purchases to increase $21.4 million,
partially offset by lower product prices which reduced purchases by $19.8
million. Appliance purchases increased $2.9 million and all other purchases
increased $2.3 million. Operating expenses increased $8.6 million; however,
excluding the Cenex transaction, operating expenses increased $11.7 million.
The increase was primarily due to increased salary and benefit costs and
increased supplies and outside services attributable to acquisitions and retail
plant development and accruals associated with contingent liabilities.

Petroleum Refining's outside purchases increased $315.2 million. The Mid-South
Refinery's purchases increased $305.3 million due primarily

                                   26 of 36


<PAGE>   27

to additional purchases of refined product to meet sales demand and increased
purchases of crude caused by increased crude throughput. Refined product
purchases increased 43,509 barrels per day (54.4%) and crude throughput barrels
increased 8,992 barrels per day (8.29%). The increase in purchased volumes of
refined products and crude was partially offset by lower product and crude
prices. Alaska's outside purchases increased $9.9 million primarily due to
increased purchases of jet fuel. Demand for jet fuel has exceeded the
refinery's current production capacity and outside purchases of jet fuel have
been required to meet increased sales contracts. Higher product prices also
contributed to the overall increase in outside purchases. Operating expenses
increased $5.7 million. Expenses at the Alaska Refinery increased $4.4 million
due to planned increases in maintenance activities, including a mini-turnaround
on the Sulfolane unit and maintenance on the crude tank and heat exchangers and
increased environmental costs. Expenses at the Mid-South Refinery increased
$1.3 million primarily due to increased benefit costs.

Retail Petroleum's outside purchases increased $8.1 million. Including the more
significant amounts purchased from the Petroleum Refining business unit, which
are not reflected in the above table due to eliminations, purchases increased
$16.9 million. Gasoline purchases increased $17.6 million due to an increase of
11.4 million gallons (5.6%) of gasoline purchased combined with a $0.04 per
gallon (3.9%) increase in product cost. The volume increase primarily reflects
increased sales volumes, partially due to the 19 additional stores from the
EZ-Serve acquisition in the second quarter of 1997. Diesel purchases decreased
$10.0 million due to a decrease in volumes purchased of 9.7 million gallons
(9.0%), which was partially offset by a $0.01 per gallon (1.0%) increase in
wholesale diesel prices. Merchandise purchases increased $9.3 million (8.5%) as
a result of the increased merchandise sales. Operating expenses increased $10.4
million principally because of additional labor and other cost increases
associated with the implementation of strategic growth plans, which include an
increased number of stores from the EZ-Serve acquisition and other smaller
acquisitions.

Other outside purchases of $10.9 million reflect $7.7 million of refined
product purchases by FleetOne L.L.C. and $3.2 million of computer product
purchases by TouchStar Technologies L.L.C.

Selling, general and administrative expenses increased $17.1 million; however,
excluding a $4.0 million reclassification overfunded pension asset income from
other income to general and administrative expense, selling, general and
administrative expense increased $21.1 million. The increase was primarily due
to increased labor and associated costs reflecting the increased number of
employees and establishing, in August 1996, the Marketing and Business
Development department to develop new business opportunities for the Company
and increased outside services, legal and travel expenses.

Interest expense for the nine months ended September 30, decreased $6.7
million. Capitalized interest, primarily associated with the Discovery

                                   27 of 36
<PAGE>   28

Project, increased $4.1 million over the same period in 1996. Interest expense
on commercial paper and the ESOP loan decreased $8.8 million and $0.3 million,
respectively, but these decreases were mostly offset by a $2.6 million increase
in interest expense on medium term notes and a $4.4 million increase in
interest expense from the 30-year bonds issued in February 1997. The decrease
in expense on commercial paper and the ESOP loan reflect reduced average
amounts of debt outstanding compared to the same period in 1996. Interest on
the medium term notes increased due to the 12-year bonds which were issued in
1997. The $66.0 million gain on the sale of net assets held for sale in 1997
reflects the gain on sale of MAPCO's interest in the liquids and condensate in
the West Panhandle field in the first quarter. The $20.8 million gain in 1996
was the gain on sale of the fertilizer and Iowa propane operations.

Other income/expense in the first nine months of 1997 includes a $4.3 million
gain on the termination of interest rate swap agreements and investment income
from a portion of the proceeds from the Coal and Westpan sales. Other
income/expense in 1997 also includes $1.0 million of equity income from the
Juarez pipeline and $1.5 million of coal- related pension expense. Other
income/expense in 1996 includes $2.5 million of interest income associated with
the sale of the Coal segment and a $2.5 million gain on the sale of a corporate
airplane, partially offset by expenses related to certain coal liabilities
which were retained by MAPCO.

The effective income tax rate for the first nine months of 1997 was 39.1%
compared to 37.8% for same period in 1996. The difference between the statutory
Federal income tax rate of 35% and the effective income tax rate was primarily
due to state income taxes.

Operating profit for the nine months ended September 30, 1997 and 1996 is
detailed below (in millions):

<TABLE>
<CAPTION>

                              1997                   1996                 Variance
                         --------------         --------------         --------------
<S>                      <C>                    <C>                    <C>           
Natural Gas Liquids      $        161.9         $         97.6         $         64.3
Propane Marketing                  (5.5)                  41.9                  (47.4)
Petroleum Refining                 72.9                   40.9                   32.0
Retail Petroleum                   12.3                   25.6                  (13.3)
Other                              (4.7)                     -                   (4.7)
                         --------------         --------------         --------------
                         $        236.9         $        206.0         $         30.9
                         ==============         ==============         ==============

</TABLE>

Natural Gas Liquids' operating profit for the first nine months of 1997
includes a $66.0 million gain on the sale of MAPCO's interest in the liquids
and condensate in the West Panhandle field. Operating profit in 1996 includes
$12.4 million from the Westpan operations. Excluding the gain on sale from 1997
and Westpan's operating income from 1996, operating profit increased $10.7
million, primarily as a result of increased profits from the pipeline
operations. The improvement in pipeline profits reflects strong revenues
resulting from favorable ethane recoveries and a full nine months of operations
on the Rocky

                                   28 of 36
<PAGE>   29

Mountain extension compared to last year's first quarter start-up of that line.

Propane Marketing's operating profit in the first nine months of 1996 included
a $20.8 million gain associated with the Cenex transaction and $2.7 million of
profit from operating the assets included in that sale. Excluding this gain and
the income from those divested assets, operating profit decreased $23.9
million. The decrease in operating profit was attributable to lower margins,
decreased retail volumes and increased expenses. The decrease in margins was
primarily due to the volatility of propane market prices during the first
quarter of 1997. Although margins have subsequently improved, overall margins
for the year are still below the exceptional margins experienced during 1996.
The decreased retail sales volumes were attributable to the warmer weather
conditions in the first nine months compared to record cold temperatures last
year.

Petroleum Refining's operating profit increased $32.0 million as increased
profits from the Mid-South Refinery were partially offset by slightly lower
profits at the Alaska Refinery. Increased profits at the Mid-South Refinery of
$33.2 million were due to increased sales volumes of 52,066 barrels per day
(38.0%) and a $1.06 per barrel (46.4%) increase in the gross margin on
processed barrels sold. Sales volumes increased due to increased demand for
high-octane gasoline and jet fuel and increased spot sales in the Ohio Valley
market area. Gross margin increased because crude prices decreased more than
product prices. Profits at the Alaska Refinery decreased $1.2 million as
increased operating and general and administrative costs more than offset the
impact of increased margins. Margins increased $0.21 per barrel sold (3.4%)
primarily because of increased product sales prices.

Retail Petroleum's operating profit decreased $13.3 million primarily because
of increased operating and depreciation expenses. Otherwise, increased
merchandise and diesel profits were essentially offset by decreased gasoline
profits. Merchandise profits increased $3.3 million because of increased sales,
partially offset by slightly lower margins. Diesel profits increased $0.9
million as the impact of a 1.7 cent per gallon (23%) increase in diesel margins
was largely offset by a 10.7 million gallon (9.5%) decrease in sales volumes.
Gasoline profits decreased $4.7 million as a 2.9 cent per gallon (15.4%)
decrease in gasoline margins more than offset the impact of an 8.9 million
gallon (4.3%) increase in gasoline sales volumes.

Income from continuing operations was $105.5 million or $1.93 per share in the
first nine months of 1997 compared to $87.9 million or $1.52 per share in the
first nine months of 1996. Excluding the impact of the Westpan gain in 1997, the
income from the Westpan operations during the first nine months of 1996 and the
gain from the Cenex transaction on the first nine months of 1996, income from
continuing operations was $65.6 million or $1.21 per share in the first nine
months of 1997 and $74.5 million or $1.29 per share in the first nine months of
1996. Average common shares outstanding for the nine months ended September 30
were 54.7 million in 1997 and 57.7 million in 1996.

CAUTIONARY STATEMENT FOR THE PURPOSES OF THE "SAFE HARBOR" PROVISIONS OF THE
PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995

As indicated previously, the Company may have included certain forward-looking
statements in this Report and includes this provision pursuant to the "safe
harbor" provisions of the Private Securities Reform Act of 1995. Whenever, in
this Report, the Company or its management express an expectation or belief as
to future results, while made in good faith and with a reasonable basis, there
is no assurance that the statement of expectation or belief will be achieved or
accomplished. Various risk factors could cause actual results to vary
significantly from those expressed in any forward-looking statement. Among those
factors which the Company has identified are completion of construction
projects within cost and timing plans, the capacity of constructed assets to
function as designed and the availability of financial resources to fund
construction projects and other planned capital expenditures.

                                    29 of 36

<PAGE>   30



                                    PART II
                               OTHER INFORMATION

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

                  None

Item 6.           Exhibits and Reports on Form 8-K

        (a).      Exhibits

                  Exhibit 11 - Statement Regarding Computation of per Share
                  Earnings.

                  Exhibit 12 - Computation of Ratio of Earnings to Fixed
                  Charges.

                  Exhibit 27 - Financial Data Schedule.

        (b).      Reports on Form 8-K

                  The Company did not file any Reports on Form 8-K during the
                  third quarter of 1997.

                                    30 of 36

<PAGE>   31
                                   SIGNATURES


     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.








                                                   MAPCO Inc.



Date: November 11, 1997                            /s/ PHILIP W. BAXTER
      -------------------                          --------------------
                                                   Philip W. Baxter
                                                   Executive Vice President and
                                                   Chief Financial Officer




Date: November 11, 1997                            /s/ GORDON E. SCHAECHTERLE
      -------------------                          --------------------------
                                                   Gordon E. Schaechterle
                                                   Vice President, Controller
                                                   and Tax Counsel



                                    31 of 36

<PAGE>   32





<TABLE>
<CAPTION>

                              INDEX TO EXHIBITS


                                                                                                              Page
                                                                                                             Number
                                                                                                             ------
<S>                                                                                                           <C>
Exhibit 11                   Statement Regarding Computation of per
                             Share Earnings.                                                                   33

Exhibit 12                   Computation of Ratio of Earnings to Fixed
                             Charges.                                                                          35

Exhibit 27                   Financial Data Schedule.                                                          36


</TABLE>



                                                           32 of 36