-------------------------------------------------------------------------------





                            UNITED STATES
                 SECURITIES AND EXCHANGE COMMISSION
                       WASHINGTON, DC 20549-1004



                              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 1-7555


                           MOBIL CORPORATION

        (Exact name of registrant as specified in its charter)


             Delaware                           13-2850309
 (State or other jurisdiction of            (I.R.S. Employer
  incorporation or organization)            Identification No.)


    3225 Gallows Road, Fairfax, VA.                   22037-0001
(Address of principal executive offices)              (Zip Code)


                          (703) 846-3000
                   Registrant's telephone number


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

  The number of shares outstanding of the registrant's common
stock, all of which comprise a single class with a $1.00 par
value, as of October 31, 1997, the latest practicable date, was
784,412,717.
--------------------------------------------------------------------------------






<PAGE>






                              Form 10-Q
                          Quarterly Report
                         September 30, 1997



  -----------------------------------------------------------------------------

   PART I - FINANCIAL INFORMATION                             Page

    Item 1.  Condensed Consolidated Financial Statements
               Consolidated Statement of Income for the
                 Three and Nine Months Ended
                 September 30, 1996 and 1997 ..................  1
               Consolidated Balance Sheet at December 31, 1996
                 and September 30, 1997 .......................  2
               Consolidated Statement of Cash Flows for the
                 Nine Months Ended September 30, 1996 and 1997.  3
               Notes to Condensed Consolidated Financial
                 Statements ...................................  4

    Item 2.  Management's Discussion and Analysis of Results
               of Operations and Financial Condition ..........  5


   PART II - OTHER INFORMATION

    Item 1.  Legal Proceedings ................................ 14
    Item 2.  Changes in Securities ............................ 15
    Item 3.  Defaults Upon Senior Securities .................. 15
    Item 4.  Submission of Matters to a Vote of Security
               Holders ........................................ 15
    Item 5.  Other Information ................................ 15
    Item 6.  Exhibits and Reports on Form 8-K ................. 15

   SIGNATURE .................................................. 16

   EXHIBIT INDEX .............................................. 17

    Exhibit 11.  Computation of Earnings per Common Share ..... 18
    Exhibit 12.  Computation of Ratio of Earnings to Fixed
                   Charges .................................... 20
   ----------------------------------------------------------------------------



















<PAGE>



                      PART I - FINANCIAL INFORMATION

Item 1.  Condensed Consolidated Financial Statements
<TABLE>
<CAPTION>
                           MOBIL CORPORATION
                   CONSOLIDATED STATEMENT OF INCOME
                (In millions, except per-share amounts)

                                        For the Three Months|For the Nine Months
                                         Ended September 30,|Ended September 30,
                                        --------------------|-------------------
                                                            |  
                                             1996     1997  |     1996     1997
                                          ---------  -------| --------  -------
<S>                                            <C>       <C>|     <C>      <C>
Revenues                                                    |
  Sales and services (a) .................. $19,852  $15,950|  $57,642  $48,257
  Income from equity investments, asset                     |
    sales, interest and other .............     474      447|      904    1,075
                                            -------  -------|  -------  -------
                                                            |
    Total Revenues ........................  20,326   16,397|   58,546   49,332
                                            -------  -------|  -------  -------
Costs and Expenses                                          |
  Crude oil, products and operating                         |
    supplies and expenses .................  11,788   10,159|   33,687   31,158
  Exploration expenses ....................     143      105|      291      262
  Selling and general expenses ............   1,176    1,057|    3,541    2,999
  Depreciation, depletion and amortization      645      590|    1,903    1,848
  Interest and debt discount expense ......     119      142|      332      331
  Taxes other than income taxes (a) .......   4,850    2,682|   14,077    7,794
  Income taxes ............................     836      770|    2,427    2,372
                                            -------  -------|  -------  -------
    Total Costs and Expenses ..............  19,557   15,505|   56,258   46,764
                                            -------  -------|  -------  -------
Net Income ................................ $   769  $   892|  $ 2,288  $ 2,568
                                            =======  =======|  =======  =======
                                                            |
Net Income Per Common Share (b)(c)......... $   .96  $  1.12|  $  2.85  $  3.21
                                            =======  =======|  =======  =======
                                                            |
Dividends Per Common Share (c)............. $   .50  $   .53|  $ 1.463  $  1.59
                                            =======  =======|  =======  =======
                                                            |
                                                            |
                                                            |
Notes:                                                      |
                                                            |
(a) Includes excise and state gasoline                      |
      taxes of ............................ $ 2,313  $ 1,486|  $ 6,685  $ 4,432
                                                            |
(b) Based on net income less preferred                      |
      stock dividend requirements of ...... $    13  $    13|  $    40  $    39
      divided by the weighted average                       |
      number of common shares outstanding                   |
      (000's) of (c)....................... 787,850  785,798|  788,442  786,975

(c) Shares  outstanding and per share amounts reflect a two-for-one  stock split
    which had a record date of May 20,  1997.  Prior year share  numbers and per
    share amounts have been restated on a comparable basis.

               The accompanying notes are an integral part of these
                    condensed consolidated financial statements


MOBIL                                  - 1 -          
</TABLE>
<PAGE>
<TABLE>        
<CAPTION>



                                MOBIL CORPORATION
                           CONSOLIDATED BALANCE SHEET
                                 (In millions)

                                                             Dec. 31,    Sep.30,
                                     ASSETS                     1996       1997
<S>                                                          -------    -------
Current Assets                                                   <C>       <C>
  Cash and cash equivalents ................................ $   808    $ 1,064
  Accounts and notes receivable ............................   8,192      6,140
  Inventories ..............................................   3,017      2,411
  Prepaid expenses and other current assets ................     627        740
  Deferred income taxes ....................................     251        245
                                                             -------    -------
    Total Current Assets ...................................  12,895     10,600

Investments and Long-Term Receivables ......................   5,078      7,786

Properties, Plants and Equipment ...........................  55,127     50,187
Less: Accumulated Depreciation, Depletion and Amortization .  27,648     25,234
                                                             -------    -------
Net Properties, Plants and Equipment .......................  27,479     24,953

Deferred Charges and Other Assets ..........................     956        837
                                                             -------    -------
    Total Assets ........................................... $46,408    $44,176
                                                             =======    =======

                       LIABILITIES AND SHAREHOLDERS' EQUITY

Current Liabilities
  Short-term debt .......................................... $ 3,425    $ 3,188
  Accounts payable .........................................   5,935      4,544
  Accrued liabilities ......................................   2,968      2,547
  Income, excise, state gasoline and other taxes payable ...   2,615      1,988
  Deferred income taxes ....................................     305        257
                                                             -------    -------
    Total Current Liabilities ..............................  15,248     12,524

Long-Term Debt .............................................   4,450      4,103
Reserves for Employee Benefits .............................   1,681      1,629
Accrued Restoration, Removal and Environmental Costs .......   1,240      1,124
Deferred Credits and Other Noncurrent Obligations ..........   1,255      1,480
Deferred Income Taxes ......................................   3,416      3,665
Minority Interest in Subsidiary Companies ..................      46        114
                                                             -------    -------
    Total Liabilities ......................................  27,336     24,639
                                                             -------    -------
Shareholders' Equity
  Preferred stock (ESOP-related) -- shares issued and
    outstanding: 176,336 at December 31, 1996 and
    172,133 at September 30, 1997 ..........................     686        669
  Unearned employee compensation (ESOP-related) ............    (365)      (338)
  Common stock -- $1.00 par value; shares authorized:
    1,200,000,000; shares issued: 891,075,610 at
    December 31, 1996 and 893,785,571 at September 30, 1997.     891        894
  Capital surplus ..........................................   1,468      1,531
  Earnings retained in the business ........................  19,108     20,386
  Cumulative foreign exchange translation adjustment .......     (73)      (599)
  Common stock held in treasury, at cost -- shares:
    103,486,700 at December 31, 1996 and 108,854,800 at
    September 30, 1997 .....................................  (2,643)    (3,006)
                                                             -------    -------
    Total Shareholders' Equity .............................  19,072     19,537
                                                             -------    -------
Total Liabilities and Shareholders' Equity ................. $46,408    $44,176
                                                             =======    =======

(Common and preferred  stock data reflect a two-for-one  stock split which had a
record date of May 20, 1997.  Prior year data have been restated on a comparable
basis.)

             The accompanying notes are an integral part of these
                  condensed consolidated financial statements


MOBIL                                - 2 -                                    
</TABLE>        

<PAGE>

<TABLE>
<CAPTION>

                                 MOBIL CORPORATION
                       CONSOLIDATED STATEMENT OF CASH FLOWS
                                   (In millions)

                                                           For the Nine Months
                                                           Ended September 30,
                                                           -------------------
                                                      
                                                              1996        1997
                                                           -------     -------
<S>                                                            <C>         <C>
Cash Flows from Operating Activities
  Net Income .........................................     $ 2,288     $ 2,568
  Adjustments to reconcile to net cash from
    operating activities:
      Depreciation, depletion and amortization .......       1,903       1,848
      Deferred income taxes ..........................         372         313
      Earnings less (greater) than dividends from
        equity affiliates ............................         111        (104)
      Exploration expenses (includes noncash
        charges:  1996-$16; 1997-$17) ................         291         262
      Gain on sales of properties, plants and
        equipment and other assets ...................        (311)       (289)
      Increase in working capital items ..............        (470)        (19)
      Other, net .....................................          (1)        315
                                                           -------     -------
Net Cash from Operating Activities ...................       4,183       4,894
                                                           -------     -------
Cash Flows from Investing Activities
  Capital and exploration expenditures ...............      (3,311)     (2,957)
  Acquisition of Ampolex Limited, net of cash
    acquired .........................................      (1,347)          -
  Proceeds from sales of properties, plants and
    equipment and other assets .......................       1,005         622
  Payments attributable to investments and
    long-term receivables ............................        (638)       (414)
                                                           -------     -------
Net Cash Used in Investing Activities ................      (4,291)     (2,749)
                                                           -------     -------
Cash Flows from Financing Activities
  Cash dividends .....................................      (1,193)     (1,290)
  Proceeds from borrowings having original
    terms greater than three months ..................       1,038         804
  Repayments of borrowings having original
    terms greater than three months ..................        (744)     (1,693)
  Increase in other borrowings .......... ............       1,362         608
  Proceeds from issuance of common stock .............          55          66
  Purchase of common stock for treasury ..............        (207)       (363)
                                                           -------     -------
Net Cash Provided by (Used in) Financing Activities ..         311      (1,868)
                                                           -------     -------
Effect of Exchange Rate Changes on Cash and
  Cash Equivalents ...................................           5         (21)
                                                           -------     -------
Net Increase in Cash and Cash Equivalents ............         208         256
Cash and Cash Equivalents - Beginning of Period ......         498         808
                                                           -------     -------
Cash and Cash Equivalents - End of Period ............     $   706     $ 1,064
                                                           =======     =======
-------------------------------------------------------------------------------

 Memo:

 Net cash from operating activities ..................     $ 4,183     $ 4,894
 Net cash used in investing activities ...............      (4,291)     (2,749)
 Cash dividends ......................................      (1,193)     (1,290)
                                                           -------     -------
 (Shortfall) excess of cash from operating activities
  over investing activities and dividends ............     $(1,301)    $   855
                                                           =======     =======
------------------------------------------------------------------------------


           The accompanying notes are an integral part of these
                condensed consolidated financial statements


MOBIL                            - 3 -                                         
</TABLE>

<PAGE>




                            MOBIL CORPORATION
           NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

1.  Basis of Financial Statements

  The condensed  consolidated  financial statements of Mobil Corporation (Mobil)
included  herein are unaudited and have been prepared  pursuant to the rules and
regulations of the Securities and Exchange  Commission  (SEC).  Although certain
information  normally  included in financial  statements  prepared in accordance
with  generally  accepted  accounting  principles has been condensed or omitted,
Mobil  believes  that the  disclosures  are  adequate  to make  the  information
presented not misleading. The condensed consolidated financial statements should
be read in conjunction with the  consolidated  financial  statements,  the notes
thereto  and the  financial  statement  schedule  included  or  incorporated  by
reference  in  Mobil's  Annual  Report on Form 10-K for its  fiscal  year  ended
December 31, 1996.

  The condensed  consolidated  financial  statements included herein reflect all
normal recurring  adjustments that, in the opinion of management,  are necessary
for a fair  presentation.  The results for interim  periods are not  necessarily
indicative of trends or of results to be expected for a full year.

2.  Supplementary Cash Flow Data

  The table  below  details  the  components  of the line  "Increase  in working
capital  items"  which is shown in the  Consolidated  Statement of Cash Flows on
page 3. The impact of changes in  foreign  currency  translation  rates has been
removed  from  these  amounts.  Therefore,  these  amounts do not agree with the
differences  that could be derived from the  Consolidated  Balance Sheet amounts
shown on page 2.


     --------------------------------------------------------------------------
      (In millions)                                   For the Nine Months
                                                      Ended September 30,
                                                      --------------------
                                                          1996      1997 (a)
      Changes in Working Capital Items
      (Increases)/decreases

       Accounts and notes receivable .................   $(501)    $ 796
       Inventories ...................................    (214)     (102)
       Prepaid expenses and other current assets .....     (40)     (180)
       Accounts payable ..............................     235      (328)
       Accrued liabilities ...........................      (1)       43
       Income, excise, state gasoline and
         other taxes payable .........................      51      (248)
                                                         -----     -----
       Increase in working capital items .............   $(470)    $ (19)
                                                         =====     =====
     --------------------------------------------------------------------------
     (a) The effects of the implementation  of the Mobil-BP alliance have been
         removed from these amounts.


MOBIL                            - 4 -                                        




<PAGE>




Item 2.  Management's Discussion and Analysis of Results of Operations and
  Financial Condition.

RESULTS OF OPERATIONS
 -------------------------------------------------------------------------------

   REPORTED EARNINGS             Third Quarter        |First Nine Months
     (In millions)              ______________ Incr./ |________________ Incr./
                                              (Decr.) |                (Decr.)
                                  1996   1997         |   1996    1997
                                  ----   ----  -----      ----    ----  ----- 
 Petroleum Operations                                 |
    E&P - United States ........ $ 234  $ 160  $ (74) | $  556  $  511  $  (45)
        - International ........   303    313     10  |    963   1,114     151
                                 -----  -----  -----  | ------  ------  ------
    Total E&P ..................   537    473    (64) |  1,519   1,625     106
                                 -----  -----  -----  | ------  ------  ------
    M&R - United States ........    83    230    147  |    311     382      71
        - International ........   148    116    (32) |    512     496     (16)
                                 -----  -----  -----  | ------  ------  ------
    Total M&R ..................   231    346    115  |    823     878      55
                                 -----  -----  -----  | ------  ------  ------
  Total Petroleum ..............   768    819     51  |  2,342   2,503     161
                                                      |
  Chemical .....................    90    155     65  |    225     331     106
  Corporate and Financing (a)...   (89)   (82)     7  |   (279)   (266)     13
                                 -----  -----  -----  | ------  ------  ------
  Net Income ................... $ 769  $ 892  $ 123  | $2,288  $2,568  $  280
                                 =====  =====  =====  | ======  ======  ======
 -------------------------------------------------------------------------------

   OPERATING EARNINGS             Third Quarter        |First Nine Months
     Adjusted for Special Items) ______________ Incr./ |________________ Incr./
        (In millions)                          (Decr.) |                (Decr.)
                                   1996   1997         |   1996    1997
                                   ----   ----  -----      ----    ---- -----
  Petroleum Operations                                 |
    E&P - United States ......... $ 152  $ 123  $ (29) | $  474  $  474  $    -
        - International .........   270    317     47  |    930   1,118     188
                                  -----  -----  -----  | ------  ------  ------
    Total E&P ...................   422    440     18  |  1,404   1,592     188
                                  -----  -----  -----  | ------  ------  ------
    M&R - United States .........    83    240    157  |    311     392      81
        - International .........   148    209     61  |    512     627     115
                                  -----  -----  -----  | ------  ------  ------
    Total M&R ...................   231    449    218  |    823   1,019     196
                                  -----  -----  -----  | ------  ------  ------
  Total Petroleum ...............   653    889    236  |  2,227   2,611     384
                                                       |
  Chemical ......................    90    102     12  |    225     278      53
  Corporate and Financing (a)....   (75)   (84)    (9) |   (234)   (268)    (34)
                                  -----  -----  -----  | ------  ------  ------
  Income Excluding Special Items.   668    907    239  |  2,218   2,621     403
  Special Items (table on page 6)   101    (15)  (116) |     70     (53)   (123)
                                  -----  -----  -----  | ------  ------  ------
  Net Income .................... $ 769  $ 892  $ 123  | $2,288  $2,568  $  280
                                  =====  =====  =====  | ======  ======  ======
 -------------------------------------------------------------------------------

 (a) Corporate  and Financing  includes the results from Real Estate  operations
     and Mining and Minerals (substantially all of these businesses were sold in
     1996), corporate  administrative  expenses, net financing expense and other
     items.



MOBIL                             - 5 -                                       




<PAGE>



--------------------------------------------------------------------------------

  SPECIAL ITEMS                          Third Quarter   |  First Nine Months
    (In millions)                                        |
                                          1996    1997   |    1996     1997
                                          ----    ----        ----     ----
                                                         |
  Asset Sales .........................  $ 129     140   |   $ 129    $ 140
  Restructurings ......................      -   $ (72)  |       -     (110)
  Employee Performance Award ..........      -     (50)  |       -      (50)
  Litigation ..........................      -     (33)  |       -      (33)
  SRP Implementation (a)...............    (28)      -   |   $ (59)       -
                                         -----   -----   |   -----    -----
    Total Special Items ...............  $ 101   $ (15)  |   $  70   $  (53)
                                         =====   =====       =====     =====

(a) Staff Redesign Project (SRP).
================================================================================

  REVENUES BY SEGMENT          Third Quarter         |    First Nine Months
    (In millions)                           Incr./   |                  Incr./
                                           (Decr.)   |                 (Decr.)
                              1996     1997    %     |    1996     1997    %
                              ----     ---- -----         ----     ---- ----
                                                     |
 Exploration & Producing . $ 1,974  $ 1,664  (16)(a) | $ 5,815  $ 5,490   (6)(a)
 Marketing & Refining ....  17,500   13,762  (21)(b) |  50,138   41,156  (18)(b)
 Chemical ................     768      868   13     |   2,341    2,465    5
 Other ...................      84      103   23     |     252      221  (12)
                           -------  -------          | -------  -------
   Total Revenues ........ $20,326  $16,397  (19)    | $58,546  $49,332  (16)
                           =======  =======          | =======  =======

(a) Reflects the impact of equity accounting for gas marketing activities in 
    the U.S.
(b) Reflects the impact of equity accounting for M&R European alliance with BP.
--------------------------------------------------------------------------------
CONSOLIDATED RESULTS OVERVIEW

THIRD QUARTER 1997 COMPARED WITH THIRD QUARTER 1996

  Consolidated  third quarter net income was $892  million,  an increase of $123
million from the $769 million  reported for the third quarter of 1996.  Earnings
per common share for the third  quarter of 1997 were $1.12,  compared with $0.96
for the same quarter of 1996.  This year's third quarter net income included net
special  charges of $15 million,  as gains on various asset sales were more than
offset by  restructuring  charges,  net  unfavorable  litigation  charges and an
accrual for a one-time  cash bonus to  employees.  Third quarter 1996 net income
included  net  special  benefits of $101  million,  as gains on asset sales were
partly  offset by  special  charges  for  implementation  of the Staff  Redesign
Project. Excluding special items from both periods, third quarter 1997 operating
earnings of $907 million increased $239 million, or 36%.

  Mobil's third quarter  earnings were higher,  reflecting  strong volume growth
from  initiatives  and, in general,  strong  performance by our business  units.
Overall for the quarter,  industry factors were somewhat  favorable.  Downstream
margins in the U.S. and Europe, worldwide aromatics margins and U.S. natural gas
prices were  higher,  while  worldwide  crude oil prices and  international  gas
prices were lower.

  In the upstream, despite a significant decrease in crude oil prices, worldwide
earnings were higher. Production increased over 7% in the third quarter and over
5% so far this year,  compared  with the  corresponding  periods last year,  the
result of Mobil's growth initiatives in Nigeria,  Equatorial Guinea,  Australia/
Papua New Guinea, Kazakhstan and Qatar.


MOBIL                          - 6 -                                          




<PAGE>



CONSOLIDATED RESULTS OVERVIEW - continued

  Downstream,  Mobil's U.S.  marketing and refining business achieved its second
consecutive  quarter of record  earnings  helped by strong margins and excellent
operating performance at our refineries.

  In international downstream, European operations continued to benefit from the
alliance with BP. In Asia-Pacific,  earnings were up  substantially  despite the
economic  downturn  in parts of the region and  weakness  in  industry  refining
margins.  Earnings benefited from good operating performance,  higher sales as a
result of a strong marketing  presence and the streaming of a new lubes facility
at Jurong in Singapore.

  In Chemical,  paraxylene and other  aromatics  volumes  increased,  reflecting
capacity  increases  of nearly  50% since last year.  The higher  volumes,  when
combined  with  higher  margins  and  improved  operating  performance,  led  to
increased earnings this year.

  Worldwide revenues in the third quarter of 1997 of $16,397 million were $3,929
million lower than revenues in the third quarter of 1996,  reflecting the effect
of the  implementation  of the Mobil-BP  European  downstream  alliance which is
accounted  for  on an  equity  basis.  Additionally,  worldwide  crude  oil  and
international  natural gas prices were lower.  Somewhat offsetting these effects
on revenues were higher  worldwide  sales  volumes in most business  sectors and
higher U.S. natural gas prices.

  Crude oil,  products and operating  supplies and expenses  decreased by $1,629
million to $10,159  million,  primarily due to the effects of equity  accounting
for the Mobil-BP and  Mobil-Shell  (California  upstream)  alliances,  and lower
average costs for crude oil, partly offset by higher volume-related expenses and
increased spending for growth programs in new venture areas. Selling and general
expenses decreased $119 million to $1,057 million,  primarily due to the effects
of the  Mobil-BP  alliance,  expense  reductions  associated  with cost  savings
initiatives  and the effects of the  divestiture of certain  noncore  businesses
late last year.  These  reductions  to Selling and general  expenses were partly
offset by a reserve for  restructuring  in Japan and an accrual for the one-time
cash bonus for  employees.  Depreciation,  depletion and  amortization  expenses
decreased  $55  million  to $590  million as  decreases  resulting  from  equity
accounting for the Mobil-BP and Mobil-Shell  alliances were partly offset by the
effects of capital  spending.  Taxes other than income  taxes  decreased  $2,168
million to $2,682  million,  as the  effects  of the  Mobil-BP  and  Mobil-Shell
alliances were partly offset by the effects of higher  worldwide  sales volumes.
Income tax  expense  decreased  $66 million to $770  million,  mainly due to mix
changes in the sources of earnings and certain favorable tax adjustments.

  In February  1997,  FAS 128 Earnings Per Share was issued and is effective for
financial  statements  for periods  ending  after  December  15,  1997.  FAS 128
requires  disclosure  of both  earnings  per common share and earnings per share
giving  effect  to all  dilutive  potential  common  shares.  Had FAS  128  been
effective at September 30, 1997,  the dilutive  effects on Mobil's  earnings per
share would not have been material.







MOBIL                          - 7 -                                          




<PAGE>




CONSOLIDATED RESULTS OVERVIEW - continued

FIRST NINE MONTHS 1997 COMPARED WITH FIRST NINE MONTHS 1996

  Mobil's  consolidated  net income for the first nine months of 1997 was $2,568
million,  compared with $2,288 million for the same period of 1996.  This year's
results  included  net  special  charges  of  $53  million   reflecting  various
restructuring  charges,  certain  net  litigation  charges  and an accrual for a
one-time  cash bonus for  employees,  partly  offset by gains on  various  asset
sales.  Net  income  for the first  nine  months of 1996  included  net  special
benefits  of $70  million  reflecting  gains on asset  sales,  partly  offset by
charges associated with implementing the Staff Redesign Project.

  Excluding special items,  operating earnings were $2,621 million for the first
nine months of 1997 million, up $403 million, or 18%, from the comparable period
of 1996. The  improvement was due to the favorable  impacts of worldwide  volume
growth in all sectors of the business and contributions  from newly formed joint
ventures,  notably the Mobil-BP downstream alliance in Europe,  partly offset by
higher expenses in new business  development areas.  Industry  fundamentals were
favorable overall.  Higher integrated downstream margins in the U.S. and Europe,
increased worldwide natural gas prices and improved  polyethylene  margins, more
than offset lower Asia-Pacific  downstream margins and lower worldwide aromatics
margins.

  Nine month 1997  revenues of $49,332  million were $9,214  million  lower than
revenues  in the same  period of 1996  primarily  due to the  effects  of equity
accounting for the Mobil-BP European alliance.  Partly offsetting the effects of
the  alliance  were higher  worldwide  natural gas prices,  higher  polyethylene
prices and higher  worldwide  sales  volumes.  Additionally,  income from equity
investments,  mainly  in  Europe,  Kazakhstan  and the U.S.,  was  significantly
higher.

  Crude oil, products and operating supplies and expenses decreased in the first
nine months of 1997 by $2,529 million to $31,158 million  compared with the same
period  last year,  primarily  due to the effects of equity  accounting  for the
Mobil-BP alliance and lower average costs for crude oil, partly offset by higher
volume-related  expenses  and  increased  spending  for growth  programs  in new
venture  areas.  Selling and general  expenses  decreased $542 million to $2,999
million,  primarily  due  to  the  effects  of the  Mobil-BP  alliance,  expense
reductions  associated  with cost  savings  initiatives  and the  effects of the
divestiture  of certain  noncore  businesses.  These  reductions  to Selling and
general expenses were partly offset by a reserve for  restructuring in Japan and
an accrual for the one-time cash bonus for  employees.  Depreciation,  depletion
and amortization expenses were slightly lower as decreases resulting from equity
accounting for the Mobil-BP European  downstream and the Mobil-Shell  California
upstream alliances were largely offset by the effects of last year's acquisition
of Ampolex and other capital  spending.  Taxes other than income taxes decreased
$6,283  million to $7,794  million,  as the effects of the alliances were partly
offset by the  effects of higher  worldwide  sales  volumes.  Income tax expense
decreased  somewhat,  from $2,427 million to $2,372  million,  as the effects of
higher  pre-tax  income  were more than  offset by mix changes in the sources of
earnings and certain favorable tax adjustments.



MOBIL                            - 8 -                                        




<PAGE>




Exploration and Producing
--------------------------------------------------------------------------------

Exploration and Producing
  Selected Operating Data           Third Quarter           First Nine Months
                                        Incr./(Decr.)              Incr./(Decr.)
                               1996   1997   Vol.  %     1996   1997    Vol.  %
Net Crude Oil and NGL                                 |
  Production (TBD)   - U.S. .   257    246   (11) (4) |   268    243    (25) (9)
                     - Intl.    594    692    98  16  |   568    673    105  18
                               -----  ----- -----     | -----  -----  -----
    Total ...................   851    938    87  10  |   836    916     80  10
                               =====  ===== =====     | =====  =====  =====
Net Natural Gas                                       |
  Production (MMCFD) - U.S. . 1,284  1,124  (160)(12) | 1,366  1,156   (210)(15)
                     - Intl.  2,784  3,092   308  11  | 3,118  3,364    246   8
                               -----  ----- -----     | -----  -----  -----
    Total ................... 4,068  4,216   148   4  | 4,484  4,520     36   1
                              =====  ===== =====      | =====  =====  =====
TOTAL NET PRODUCTION (TBDOE). 1,588  1,702   114   7  | 1,648  1,735     87   5
                              =====  ===== =====      | =====  =====  =====
--------------------------------------------------------------------------------

THIRD QUARTER 1997 COMPARED WITH THIRD QUARTER 1996

  Exploration  and  Producing  income of $473 million was $64 million lower than
the third quarter of last year. This year's results  included $33 million of net
special  benefits  reflecting  gains on various asset sales,  partly offset by a
litigation  charge and accruals for a one-time  cash bonus for  employees.  Last
year's income  included  $115 million of special  benefits from gains on various
asset sales. Excluding special items from both periods,  operating earnings were
$440 million this year compared with $422 million in last year's third quarter.

  In the United States,  operating earnings were $123 million, down $29 million,
primarily due to lower production volumes resulting from asset sales and natural
field declines.  The favorable effect of higher natural gas prices was more than
offset by lower crude oil prices.

  International  operating earnings of $317 million were $47 million higher than
the same  quarter  last  year.  Benefits  related  to higher  volumes  and lower
exploration  expenses were somewhat  offset by the impact of lower crude oil and
natural gas prices and higher operating expenses in new venture areas.

FIRST NINE MONTHS 1997 COMPARED WITH FIRST NINE MONTHS 1996

  Exploration  and Producing  income of $1,625  million was $106 million  higher
than last year. This year's income included $33 million of net special  benefits
while last year's income  included  $115 million of special  benefits (see third
quarter  comparison  above for details).  Excluding  special items,  this year's
operating  earnings of $1,592  million were $188 million  higher than last year.
The earnings  improvement  resulted from the effects of higher worldwide natural
gas prices and higher  international  production  volumes,  partly offset by the
effects of lower U.S.  production  and higher  expenses  in new  venture  areas.
Decreases in U.S. production volumes resulted from asset sales and natural field
declines.


MOBIL                              - 9 -                                      




<PAGE>



Marketing and Refining
--------------------------------------------------------------------------------

  Marketing and Refining             Third Quarter          First Nine Months
   Selected Operating Data                  Incr./(Decr.)          Incr./(Decr.)
                                  1996    1997  Vol.  %    1996   1997  Vol.  %
                                 -----   -----  ---  --   -----  -----  ---  --
  Petroleum Product
    Sales (TBD)(a)   - U.S. ...  1,414   1,467   53   4 | 1,340  1,424   84   6
                     - Intl.(b)  1,990   1,966  (24) (1)| 1,963  1,910  (53) (3)
                                 -----   -----  ---     | -----  -----  ---
       Total ..................  3,404   3,433   29   1 | 3,303  3,334   31   1
                                 =====   =====  ===     | =====  =====  ===
                                                        |
  Refinery Runs (TBD)                                   |
                     - U.S. ...    926   1,009   83   9 |   914    950   36   4
                     - Intl.(b)  1,254   1,294   40   3 | 1,223  1,221   (2)  -
                                 -----   -----  ---     | -----  -----  ---
       Total ..................  2,180   2,303  123   6 | 2,137  2,171   34   2
                                 =====   =====  ===     | =====  =====  ===

  (a) Includes supply/other sales
  (b) Includes  Mobil's share for the European  alliance  with BP.  Year-to-date
      sales reflect a restatement of first and second quarter European sales.
--------------------------------------------------------------------------------

THIRD QUARTER 1997 COMPARED WITH THIRD QUARTER 1996

  Marketing  and Refining  net income was $346  million in the third  quarter of
1997 versus last year's income of $231 million.  This quarter's results included
special  charges of $103 million for  restructuring  in Europe and Japan,  and a
one-time  cash bonus for  employees.  There were no special items in last year's
third quarter. Excluding this year's special charges, operating earnings of $449
million were $218 million higher than last year.

  United States  operations  generated  record  earnings of $240  million,  $157
million higher than last year. The strong results were driven by higher industry
margins, improved refinery performance and increased trade sales volumes.

  International  earnings of $209 million were $61 million  higher than in 1996.
Results in Europe  improved due to higher margins and the benefits of the Mobil-
BP alliance.  Higher  Asia-Pacific  earnings  reflected  higher volumes,  higher
margins in aromatics,  lower refinery turnaround costs and benefits from the new
lube refinery at Singapore.

FIRST NINE MONTHS 1997 COMPARED WITH FIRST NINE MONTHS 1996

  Marketing  and  Refining net income was $878 million for the first nine months
of 1997  compared  with  income of $823  million  for the same period last year.
Excluding  $141 million of special  charges this year for  implementation  costs
related to the Mobil-BP  alliance,  restructuring  in Japan and a one-time  cash
bonus for  employees,  operating  earnings of $1,019  million  were $196 million
higher than last year. The effects of higher worldwide  petroleum  product sales
volumes,  contributions  from the  Mobil-BP  alliance  and  improved  integrated
margins in the U.S. and Europe were partly offset by lower Asia-Pacific  margins
and a higher level of refinery downtime.



MOBIL                             - 10 -                                      




<PAGE>




Chemical

THIRD QUARTER AND FIRST NINE MONTH COMPARISONS OF 1997 WITH 1996

  Chemical  income of $155 million was $65 million higher than last year's third
quarter.  Excluding $53 million of net special  benefits from this year's income
(gains on asset sales and a favorable litigation  settlement partly offset by an
accrual for a one-time  cash bonus for  employees),  operating  earnings of $102
million were $12 million higher than last year. There were no special items last
year.  The  improvement  reflected  higher  volumes  across all  segments of the
business.  Other  contributing  factors were improved  margins in paraxylene and
strong performance in oriented polypropylene films.

  In the first nine months of 1997,  Chemical  income was $331 million  compared
with $225  million in the same  period last year.  Excluding  $53 million of net
special  benefits  from  this  year's  income  (see  details  in  third  quarter
comparison above), operating earnings were $278 million, $53 million higher than
last year. Higher sales volumes, together with improved polyethylene margins and
plant reliability, were partly offset by lower worldwide aromatics margins.

Corporate and Financing

THIRD QUARTER AND FIRST NINE MONTH COMPARISONS OF 1997 WITH 1996

  Corporate and  Financing  expense was $82 million in the third quarter of 1997
compared with $89 million in the same period last year.  Excluding $2 million of
net  special  benefits  this  year,  and $28  million  of  special  charges  for
implementation  of the Staff Redesign Project last year, third quarter operating
expense of $84 million was $9 million  higher  than the  comparable  period last
year. The loss of operating  income from certain  noncore  businesses  sold last
year was only partly  offset by reduced  interest  expense  related to lower net
debt balances.

  For the first nine  months of 1997,  Corporate  and  Financing  expense was 
$266 million,  $13 million lower than last year.  Excluding $2 million of net
special benefits in 1997 and $59 million of special charges for  implementing
the staff Redesign  Project in 1996,  operating  expense of $268 million this 
year was $34 million  higher  than the same  period  last  year.  The  higher
expenses were primarily due to loss of operating  income from certain noncore 
businesses sold last year and higher average net debt balances.

DISCUSSION OF FINANCIAL CONDITION

  Total current assets as of September 30, 1997 were $10,600 million, a decrease
of $2,295  million  from  December  31,  1996.  Accounts  and  notes  receivable
decreased $2,052 million to $6,140 million,  primarily due to the effects of the
implementation of the Mobil-BP European downstream  alliance,  lower hydrocarbon
prices, lower sales volumes and the sale of certain receivables  associated with
the  company's  credit  card  operations.  Inventories  decreased  $606  million
primarily due to the effects of the Mobil-BP  alliance and currency  translation
effects,  which were partly  offset by volume  increases  in the United  States.
Partly  offsetting these net decreases were higher prepaid expenses and a higher
level of cash and cash equivalents.



MOBIL                          - 11 -                                         




<PAGE>



DISCUSSION OF FINANCIAL CONDITION - continued

  Investments and long-term  receivables  increased  $2,708  million,  primarily
reflecting Mobil's investment in the European  downstream  alliance with BP, the
California  upstream  alliance  with  Shell  and,  to a lesser  extent,  ongoing
investments in various growth areas.

  Net  properties,  plants and  equipment  decreased  $2,526  million to $24,953
million as capital  expenditures  were more than offset by the effects of equity
accounting for the Mobil-BP  European  downstream  alliance and the  Mobil-Shell
California upstream alliance, asset sales and depreciation.

  Total debt of Mobil and its  subsidiaries  was $7,291  million,  $584  million
lower than year-end 1996. The debt-to-capitalization  ratio was 27% at September
30, 1997, down from 29% at year-end 1996.

  Accounts payable decreased $1,391 million, primarily due to the effects of the
implementation of the Mobil-BP downstream alliance, and decreases in hydrocarbon
prices and sales volumes from year-end 1996, partly offset by an accrual for the
one-time cash bonus for employees.

  Accrued  liabilities  decreased  $421 million mainly due to the effects of the
Mobil-BP  alliance  implementation  and a payment  related to  Mobil's  pipeline
investment in Kazakhstan, partly offset by a reserve for restructuring in Japan.

  Income,  excise, state gasoline and other taxes payable decreased $627 million
primarily due to the effects of the Mobil-BP alliance and timing of gasoline tax
payments in Japan.

  Shareholders'  equity rose $465  million  during the first nine months of 1997
primarily  due to an  increase  of $1,278  million in  earnings  retained in the
business.  Largely offsetting the increase in retained earnings was a net charge
to the cumulative foreign exchange  translation  adjustment account reflecting a
strengthening U.S. dollar,  relative to the local currency, in certain countries
in which the company has significant  operations ($526 million).  Also, the cost
of  common  stock  held in the  treasury  increased  as  5,368,100  shares  were
purchased  in the open market to offset the  dilutive  effects of stock  options
($363 million).

  During  the first  nine  months of 1997,  net cash  generated  from  operating
activities was $4,894  million,  $855 million higher than the cash  requirements
for investing activities and dividends. Refer to the table at the bottom of page
3.



MOBIL                            - 12 -                                       




<PAGE>



DISCUSSION OF FINANCIAL CONDITION - continued

  Total investment  spending for the third quarter of 1997 was $1,145 million, a
decrease of $393 million  from the  comparable  period last year.  For the first
nine months of 1997, worldwide investment spending was $3,437 million,  compared
with $5,222 million for the year-earlier period. Last year's spending was higher
as a result of investments in Ampolex and the Tengiz field.
--------------------------------------------------------------------------------

INVESTMENT SPENDING
 (In millions)                           Third Quarter       First Nine Months

 Capital and Exploration Expenditures    1996      1997        1996     1997
                                        -----     -----       -----    -----
 Petroleum Operations                                     |
   Exploration & Producing  - U.S. ... $   95    $  117(a)|  $  367   $  325 (a)
                            - Intl. ..  2,226(b)    714   |   3,072(b) 1,809
   Marketing & Refining     - U.S. ...     87        72   |     261      224
                            - Intl. ..    243       107(a)|     730      351 (a)
 Chemical ............................     92        86   |     223      210
 Other ...............................      7         7   |      52       38
                                       ------    ------   |  ------   ------
     Total Capital and Exploration                        |
       Expenditures .................. $2,750    $1,103   |  $4,705   $2,957
                                       ------    ------   |  ------   ------
 Cash Investments in Equity Companies. (1,212)(b)    42(a)|     517(b)   480 (a)
                                       ------    ------   |  ------   ------
 Total Investment Spending             $1,538    $1,145   |  $5,222   $3,437
                                       ======    ======   |  ======   ======
------------------------------                            |
 Memo:                                                    |
 Exploration Expenses charged                             |
   to income, included above                              |
                            - U.S. ... $    6    $   12   |  $   39   $   28
                            - Intl. ..    137        93   |     252      234
                                       ------    ------   |  ------   ------
     Total Exploration Expenses ...... $  143    $  105   |  $  291   $  262
                                       ======    ======   |  ======   ======

--------------------------------------------------------------------------------

(a) Reflects the impact of equity  accounting  for the E&P  California  alliance
    with Shell and the M&R alliance with BP in Europe.
(b) Reflects a $1,394  million  reclassification  of  spending  for the  Ampolex
    acquisition that was fully consolidated in the third quarter of 1996.

  Return on average  shareholders'  equity was 16.9% for the twelve month period
ended September 30, 1997, compared with 16.0% for the calendar year 1996. Return
on average capital employed for the twelve month period ended September 30, 1997
was 13.1%, compared with 12.7% for the calendar year 1996.

  Whenever external financing is needed, Mobil and its subsidiary companies have
ready access to multiple  capital  markets,  including  significant  bank credit
lines.

  At September 30, 1997,  Mobil had effective shelf  registration  statements on
file  with the SEC  permitting  the offer  and sale of  $1,815  million  of debt
securities.  Shelf  registrations  allowing  the  issuance of U.S. $2 billion of
Euro-Medium-Term  Notes  and  bonds  having a  principal  amount  of 30  billion
Japanese yen were also in place.






MOBIL                             - 13 -                                      




<PAGE>



CURRENT DEVELOPMENTS

  On November 12, 1997,  Mobil  announced  that its European  fuels and
lubricants partnerships  with  British  Petroleum  would  begin  consultation
on a major rationalization of the lubricant base oil refining business. The
expected cash cost for the  restructuring  is $150 million.  Mobil will record a
provision for its shares of these costs,  plus Mobil's share of noncash write-
downs of facilities (which is not expected to be significant), when appropriate.

                         PART II - OTHER INFORMATION


Item 1.  Legal Proceedings.

  Environmental Litigation.

  Mobil periodically  receives notices from the Environmental  Protection Agency
(EPA) or  equivalent  agencies at the state  level that Mobil is a  "potentially
responsible  party" under Superfund or equivalent state legislation with respect
to various waste  disposal  sites.  The majority of these sites are either still
under  investigation  by the  EPA or the  state  agencies  concerned,  or  under
remediation,  or  both.  In  certain  instances,  Mobil  and  other  potentially
responsible  parties have been named in court or  administrative  proceedings by
federal or state  agencies  seeking the cleanup of these  sites.  Mobil has also
been named as a defendant in various suits brought by private  parties  alleging
injury from  disposal of wastes at these  sites.  The  ultimate  impact of these
proceedings  on the  business or accounts of Mobil  cannot be  predicted at this
time due to the large number of other  potentially  responsible  parties and the
speculative  nature of cleanup cost estimates,  but based on our long experience
in managing environmental matters, we do not anticipate that the aggregate level
of  future  remediation  costs  will  increase  above  recent  levels  so  as to
materially  and  adversely  affect  our  consolidated   financial   position  or
liquidity.

  Other Than Environmental Litigation.

  Mobil and its  subsidiaries  are  engaged  in various  litigations  and have a
number of unresolved  claims pending.  While the amounts claimed are substantial
and the ultimate  liability in respect of such  litigations and claims cannot be
determined  at this time,  Mobil is of the opinion that such  liability,  to the
extent not provided for through  insurance or otherwise,  is not likely to be of
material importance in relation to its accounts.

  Mobil has provided in its accounts for items and issues not yet resolved based
on management's best judgement.





MOBIL                            - 14 -                                       




<PAGE>




Item 2.  Changes in Securities.
  None.

Item 3.  Defaults Upon Senior Securities.
  None.

Item 4.  Submission of Matters to a Vote of Security Holders.
  None.

Item 5.  Other Information.
  None.

Item 6.  Exhibits and Reports on Form 8-K.

  Exhibits.

    The following exhibits are filed with this report:

         11.  Computation of Earnings Per Common Share
         12.  Computation of Ratio of Earnings to Fixed Charges
         27.  Financial Data Schedule (electronic only)

  Reports on Form 8-K.

    Mobil filed the following  Current Reports on Form 8-K during and subsequent
    to the end of the third quarter:

     Date of 8-K         Description of 8-K

     July 11, 1997       Submitted amended Certificate of Incorporation of Mobil
                         Corporation, in effect May 20, 1997, and amended
                         Certificate of Designation, Preferences and Rights of
                         Series B ESOP Convertible Preferred Stock of Mobil
                         Corporation, in effect May 20, 1997.

     July 23, 1997       Submitted a copy of the Mobil News Release issued July 
                         23, 1997, reporting Mobil's estimated earnings for the
                         second quarter of 1997.

     October 6, 1997     Submitted  documents  relating  to $36,714,000  of 
                         "Pass Through  Certificates" guaranteed by Mobil 
                         Corporation.

     October 22, 1997    Submitted a copy of the Mobil News Release issued 
                         October 22, 1997, reporting Mobil's estimated earnings 
                         for the third quarter of 1997.




MOBIL                            - 15 -                                       




<PAGE>





                                                         SIGNATURE

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

REGISTRANT                                          MOBIL CORPORATION


BY
                                                    /S/ P. J. Antico
NAME AND TITLE                                      P. J. Antico, Principal
                                                    Accounting Officer

DATE                                                November 13, 1997




MOBIL                          - 16 -                                          




<PAGE>



                              EXHIBIT INDEX

EXHIBIT                                         SUBMISSION MEDIA
-------                                         ----------------

  11.  Computation of Earnings Per                Electronic
       Common Share

  12.  Computation of Ratio of Earnings           Electronic
       to Fixed Charges

  27.  Financial Data Schedule                    Electronic


MOBIL                            - 17 -



<PAGE>