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

                             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 March 31, 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 $2.00 par value,  as of April 30, 1997, the
latest practicable date, was 393,395,035.

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






<PAGE>




                         MOBIL CORPORATION


                             Form 10-Q
                          Quarterly Report
                           March 31, 1997

                         TABLE OF CONTENTS


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

   PART I - FINANCIAL INFORMATION                             Page

    Item 1.  Condensed Consolidated Financial Statements
               Consolidated Statement of Income for the
                 Three Months Ended March 31, 1996 and 1997 ... 1
               Consolidated Balance Sheet at December 31,
                 1996 and March 31, 1997 ...................... 2
               Consolidated Statement of Cash Flows for the
                 Three Months Ended March 31, 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 ............................... 11
    Item 2.  Changes in Securities ........................... 12
    Item 3.  Defaults Upon Senior Securities ................. 12
    Item 4.  Submission of Matters to a Vote of Security
               Holders ....................................... 12
    Item 5.  Other Information ............................... 12
    Item 6.  Exhibits and Reports on Form 8-K ................ 13

   SIGNATURE ................................................. 14

   EXHIBIT INDEX ............................................. 15

    Exhibit 11.  Computation of Earnings per Common Share .... 16
    Exhibit 12.  Computation of Ratio of Earnings to Fixed
                   Charges ................................... 17
   ----------------------------------------------------------------






<PAGE>






                        PART I - FINANCIAL INFORMATION

Item 1.  Condensed Consolidated Financial Statements

                             MOBIL CORPORATION
                     CONSOLIDATED STATEMENT OF INCOME
                  (In millions, except per-share amounts)

<TABLE>
<CAPTION>

                                                           For the Three Months
                                                              Ended March 31,
                                                           --------------------

                                                                 1996     1997
                                                              -------  -------
<S>                                                           <C>      <C>
Revenues
  Sales and services (a) .................................... $18,528  $15,935
  Income from equity investments, asset sales,
    interest and other ......................................     172      251
                                                              -------  -------

    Total Revenues ..........................................  18,700   16,186
                                                              -------  -------
Costs and Expenses
  Crude oil, products and operating
    supplies and expenses ...................................  10,671   10,468
  Exploration expenses ......................................      76       75
  Selling and general expenses ..............................   1,126      806
  Depreciation, depletion and amortization ..................     655      643
  Interest and debt discount expense ........................     116       98
  Taxes other than income taxes (a) .........................   4,534    2,406
  Income taxes ..............................................     786      864
                                                              -------  -------
    Total Costs and Expenses ................................  17,964   15,360
                                                              -------  -------


Net Income .................................................. $   736  $   826
                                                              =======  =======


Net Income Per Common Share (b) ............................. $  1.83  $  2.06
                                                              =======  =======

Dividends Per Common Share .................................. $  .925  $  1.06
                                                              =======  =======



Notes:

(a) Includes excise and state gasoline
      taxes of .............................................. $ 2,137  $ 1,422

(b) Based on net income less preferred stock
      dividend requirements of .............................. $    14  $    13
      divided by the weighted average number of common
      shares outstanding (000's) of ......................... 394,488  394,075

</TABLE>











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



MOBIL                               - 1 -

<PAGE>


<TABLE>
<CAPTION>
                             MOBIL CORPORATION
                         CONSOLIDATED BALANCE SHEET
                               (In millions)

                                                             Dec. 31,   Mar. 31,
                                     ASSETS                     1996       1997
                                                            --------   --------
<S>                                                          <C>        <C>
Current Assets
  Cash and cash equivalents ................................ $   808    $   966
  Accounts and notes receivable ............................   8,192      6,133
  Inventories ..............................................   3,017      2,453
  Prepaid expenses and other current assets ................     627        720
  Deferred income taxes ....................................     251        241
                                                             -------    -------
    Total Current Assets ...................................  12,895     10,513

Investments and Long-Term Receivables ......................   5,078      7,238

Properties, Plants and Equipment, at cost...................  55,127     50,814
Less: Accumulated Depreciation, Depletion and Amortization .  27,648     25,407
                                                             -------    -------
Net Properties, Plants and Equipment .......................  27,479     25,407

Deferred Charges and Other Assets ..........................     956        868
                                                             -------    -------
    Total Assets ........................................... $46,408    $44,026
                                                             =======    =======

                    LIABILITIES AND SHAREHOLDERS' EQUITY

Current Liabilities
  Short-term debt .......................................... $ 3,425    $ 3,971
  Accounts payable .........................................   5,935      4,320
  Accrued liabilities ......................................   2,968      2,406
  Income, excise, state gasoline and other taxes payable ...   2,615      2,006
  Deferred income taxes ....................................     305        207
                                                             -------    -------
    Total Current Liabilities ..............................  15,248     12,910

Long-Term Debt .............................................   4,450      4,386
Reserves for Employee Benefits .............................   1,681      1,593
Accrued Restoration, Removal and Environmental Costs .......   1,240      1,234
Deferred Credits and Other Noncurrent Obligations ..........   1,255      1,293
Deferred Income Taxes ......................................   3,416      3,408
Minority Interest in Subsidiary Companies ..................      46         72
                                                             -------    -------
    Total Liabilities ......................................  27,336     24,896
                                                             -------    -------
Shareholders' Equity
  Preferred stock (ESOP-related) -- shares issued and
    outstanding: 88,168 at December 31, 1996 and
    87,240 at March 31, 1997 ...............................     686        678
  Unearned employee compensation (ESOP-related) ............    (365)      (355)
  Common stock -- $2.00 par value; shares authorized:
    600,000,000; shares issued: 445,537,805 at December 31,
    1996 and 446,428,336 at March 31, 1997 .................     891        893
  Capital surplus ..........................................   1,468      1,512
  Earnings retained in the business ........................  19,108     19,503
  Cumulative foreign exchange translation adjustment .......     (73)      (378)
  Common stock held in treasury, at cost -- shares:
    51,743,350 at December 31, 1996 and 52,425,850 at
    March 31, 1997 ... .....................................  (2,643)    (2,723)
                                                             -------    -------
    Total Shareholders' Equity .............................  19,072     19,130
                                                             -------    -------
Total Liabilities and Shareholders' Equity ................. $46,408    $44,026
                                                             =======    =======
</TABLE>



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




MOBIL                                 - 2 -

<PAGE>


<TABLE>
<CAPTION>
                                 MOBIL CORPORATION
                       CONSOLIDATED STATEMENT OF CASH FLOWS
                                   (In millions)

                                                          For the Three Months
                                                              Ended March 31,
                                                           -------------------
                                                              1996        1997
                                                           -------     -------
<S>                                                        <C>         <C>
Cash Flows from Operating Activities
  Net Income .........................................     $   736     $   826
  Adjustments to reconcile to net cash from
    operating activities:
      Depreciation, depletion and amortization .......         655         643
      Deferred income taxes ..........................          13         (32)
      Earnings less (greater) than dividends from
        equity affiliates ............................          65         (34)
      Exploration expenses (includes noncash
        charges:  1996-$8; 1997-$11) .................          76          75
      Gain on sales of properties, plants and
        equipment and other assets ...................         (10)        (48)
      Increase in working capital items...............        (273)       (492)
      Other, net .....................................          56         (25)
                                                           -------     -------
Net Cash from Operating Activities ...................       1,318         913
                                                           -------     -------
Cash Flows from Investing Activities
  Capital and exploration expenditures ...............        (912)       (772)
  Proceeds from sales of properties, plants and
    equipment and other assets .......................         130          81
  Payments attributable to investments and
    long-term receivables ............................        (105)       (180)
                                                           -------     -------
Net Cash Used in Investing Activities ................        (887)       (871)
                                                           -------     -------
Cash Flows from Financing Activities
  Cash dividends .....................................        (379)       (431)
  Proceeds from borrowings having original
    terms greater than three months ..................         303         354
  Repayments of borrowings having original
    terms greater than three months ..................        (141)       (612)
  (Decrease) increase in other borrowings ............         (55)        854
  Proceeds from issuance of common stock .............          29          46
  Purchase of common stock for treasury ..............         (65)        (80)
                                                           -------     -------
Net Cash (Used in) Provided by Financing Activities...        (308)        131
                                                           -------     -------
Effect of Exchange Rate Changes on Cash and
  Cash Equivalents ...................................          (1)        (15)
                                                           -------     -------
Net Increase in Cash and Cash Equivalents.............         122         158
Cash and Cash Equivalents - Beginning of Period ......         498         808
                                                           -------     -------
Cash and Cash Equivalents - End of Period ............     $   620     $   966
                                                           =======     =======


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

 Memo:

 Net cash from operating activities ..................     $ 1,318     $   913
 Net cash used in investing activities ...............        (887)       (871)
 Cash dividends ......................................        (379)       (431)
                                                           -------     -------
 Excess (Shortfall) of cash from operating activities
   Over investing activities and dividends ...........     $    52     $  (389)
                                                           =======     =======
------------------------------------------------------------------------------

</TABLE>





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


MOBIL                              - 3 -

<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  schedules  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 Three Months
                                                    Ended March 31,

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

                                                     1996      1997 (a)

                                                    -----     -----

  Changes in Working Capital Items
  (Increases)/decreases

  Accounts and notes receivable .................   $(298)    $ 618
  Inventories ...................................     172      (138)
  Prepaid expenses and other current assets .....     (91)     (182)
  Accounts payable ..............................      40      (463)
  Accrued liabilities ...........................     (95)     (114)
  Income, excise, state gasoline and
    other taxes payable .........................      (1)     (213)
                                                    -----     -----
  Increase in working capital items .............   $(273)    $(492)
                                                    =====     =====
------------------------------------------------------------------------------

(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                                   First Quarter
     (In millions)                                  _________________ Incr./
                                                       1996    1997  (Decr.)
                                                     ------  ------  ------
  Petroleum Operations
    E&P - United States ........................     $ 155   $ 224   $  69
        - International ........................       357     470     113
                                                     -----   -----   -----
    Total E&P ..................................       512     694     182
                                                     -----   -----   -----
    M&R - United States ........................        59     (42)   (101)
        - International ........................       181     174      (7)
                                                     -----   -----   -----
    Total M&R ..................................       240     132    (108)
                                                     -----   -----   -----
  Total Petroleum ..............................       752     826      74

  Chemical .....................................        70      85      15
  Corporate and Financing (a)...................       (86)    (85)      1
                                                     -----   -----   -----
  Net Income ...................................     $ 736   $ 826   $  90
                                                     =====   =====   =====
-------------------------------------------------------------------------------

   OPERATING EARNINGS                                 First Quarter
     (Adjusted for Special Items)                  _________________ Incr./
        (In millions)                                 1996    1997  (Decr.)
                                                    ------  ------  ------
  Petroleum Operations
    E&P - United States ........................     $ 155   $ 224   $  69
        - International ........................       357     470     113
                                                     -----   -----   -----
    Total E&P ..................................       512     694     182
                                                     -----   -----   -----
    M&R - United States ........................        59     (42)   (101)
        - International ........................       181     192      11
                                                     -----   -----   -----
    Total M&R ..................................       240     150     (90)
                                                     -----   -----   -----
  Total Petroleum ..............................       752     844      92

  Chemical .....................................        70      85      15
  Corporate and Financing (a)...................       (86)    (85)      1
                                                     -----   -----   -----
  Operating Income Before Special Items.........     $ 736   $ 844   $ 108
  Special Items                                          -     (18)    (18)
                                                     -----   -----   -----
  Net Income                                           736   $ 826   $  90
                                                     =====   =====   =====

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

  (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.


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

   SPECIAL ITEMS                                            First Quarter
     (In millions)
                                                            1996     1997



   Restructuring .......................................    $    -   $  (18)
                                                            ------   ------
     Total Special Items ...............................    $    -   $  (18)
                                                            ======   ======

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




MOBIL                               -  5  -
                                       

<PAGE>



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

  REVENUES BY SEGMENT                                        First Quarter
    (In millions)                                                        Incr./
                                                                        (Decr.)
                                                          1996     1997    %
                                                         ------  ------  ----
 Exploration & Producing ...........................   $ 2,061  $ 2,131    3
 Marketing & Refining ..............................    15,740   13,203  (16)(a)
 Chemical ..........................................       819      807   (1)
 Other .............................................        80       45  (44)(b)
                                                       -------  -------
   Total Revenues ..................................   $18,700  $16,186  (13)
                                                       =======  =======
(a)Reflects the effects of the implementation of the Mobil-BP alliance in 
   Europe.
(b)Reflects the divestiture of real estate and mining and minerals businesses in
   1996.

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

CONSOLIDATED RESULTS OVERVIEW

FIRST QUARTER 1997 COMPARED WITH FIRST QUARTER 1996

  Consolidated  first quarter 1997 net income was $826  million,  an increase of
$90  million  from the $736  million  reported  in the  first  quarter  of 1996.
Earnings per common share based on net income were $2.06, compared with $1.83 in
the first  quarter of 1996.  This year's  first  quarter  net income  included a
special  charge of $18  million  for  restructuring  costs  associated  with the
European downstream alliance with British Petroleum. There were no special items
in last year's first  quarter.  Excluding  this year's  special item,  operating
earnings of $844 million increased $108 million, or 15%, from last year.

  Mobil's first quarter  results  benefited from higher  worldwide crude oil and
natural gas prices.  Continued  volume growth  initiatives  in all segments also
contributed  to  the  improvement.  International  upstream  volumes  increased,
reflecting  successful  development  programs  in West  Africa  and last  year's
acquisitions  of Ampolex and an interest in the Tengiz  field in the Republic of
Kazakstan.  Natural gas production was also higher in Germany,  primarily due to
new gas sales contracts in the former East Germany. Increased downstream product
trade sales volumes reflected market growth  initiatives,  primarily in the U.S.
and  Asia-Pacific.  In  Chemical,  volumes  were  higher  for  polyethylene  and
paraxylene.

  U.S.  Marketing  & Refining  experienced  a high  concentration  of  scheduled
refinery  turnarounds in the first quarter which negatively impacted net results
by about $65 million. The scheduled turnarounds are essentially complete for the
year and all refineries are operating normally.

  Savings  from expense  initiatives  were  sufficient  to offset the impacts of
inflation and higher purchased energy costs. In total,  operating  expenses were
up as the  company  incurred  higher  expenses  for  increased  volumes  and new
business  development.  However,  Mobil's unit  operating  cost, on a dollar per
barrel of oil equivalent basis, was slightly less than last year's average.

  Implementation of the downstream  alliance with British Petroleum in Europe is
ahead of schedule. Businesses have been established,  effective January 1, 1997,
in countries representing about 90% of the income of the overall venture.

  Worldwide average crude oil and U.S. natural gas prices,  although higher than
last year, declined sharply throughout the quarter.  However, margins in many of
the downstream  markets where Mobil has a large presence improved  significantly
as a result of these price declines.  Notwithstanding  these trends,  prices and
margins are likely to remain volatile,  and Mobil continues to focus on internal
initiatives  such as volume  growth,  expense  reduction  and  better  operating
performance to improve earnings.









MOBIL                              -  6  -
                                       

<PAGE>





CONSOLIDATED RESULTS OVERVIEW - continued

  Worldwide  revenues of $16,186  million  were $2,514  million  lower than last
year.  This decrease was primarily due to the effects of the  implementation  of
the Mobil-BP European alliance which is accounted for on an equity basis.  Apart
from the  alliance  implementation  effects,  revenues  from  Mobil's  worldwide
downstream  operations  increased  due to higher  volumes  and  product  prices,
primarily in the U.S. and Asia-Pacific. Upstream revenues were higher due to the
effects of higher worldwide  prices and higher volumes in  international  areas,
partly offset by lower U.S. volumes. Chemical revenues declined as benefits from
higher  polyethylene  prices and volumes were more than offset by the absence of
revenues from divested businesses.  Additionally,  revenues decreased due to the
divestiture of Mobil's  noncore real estate and mining  businesses.  Income from
equity investments,  asset sales,  interest and other increased primarily due to
higher income from equity affiliates.

  Crude oil, products and operating supplies and expenses decreased $203 million
to $10,468 million.  The decrease was due to the above mentioned  effects of the
implementation  of the  Mobil-BP  European  alliance,  partly  offset  by higher
average  costs for crude  oil,  higher  volume-related  expenses  and  increased
spending  for growth  programs in new  ventures.  Selling  and general  expenses
declined  $320 million to $806 million due to the effects of the  implementation
of the  Mobil-BP  alliance,  expense  reductions  associated  with  cost  saving
initiatives  and the effects of the  above-mentioned  divestitures  of chemical,
real  estate and mining  businesses.  Taxes other than  income  taxes  decreased
$2,128 million to $2,406 million,  as the effects of the  implementation  of the
Mobil-BP alliance were partly offset by the effects of higher worldwide volumes.
Income tax expense  increased  $78  million  principally  due to this  quarter's
higher level of pre-tax income.

  In February  1997,  FAS 128 Earnings Per Share was issued and is effective for
financial statements 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 March 31, 1997,
the dilutive effects on Mobil's earnings per share would not have been material.


Exploration and Producing

  Exploration  &  Producing  income  of $694  million  was a  record  high for a
quarter, and was $182 million higher than 1996.

  In the United States, income of $224 million increased $69 million,  primarily
due to higher crude oil and natural gas prices.  The benefits from higher prices
were partly offset by the effects of lower  production  volumes  resulting  from
asset sales and natural field declines.

  International income of $470 million was $113 million higher, as higher prices
and volumes were partly offset by increased expenses for new venture areas.

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

  Exploration and Producing                              First Three Months
    Selected Operating Data                                           Incr./
                                                                     (Decr.)
                                                        1996   1997   Vol.  %
                                                       -----  -----  --------

Net Crude Oil and NGL
  Production (TBD)     - U.S. ......................     269    235   (34)(13)
                       - Intl. .....................     553    653   100  18
                                                       -----  -----   ---
      Total ........................................     822    888    66   8
                                                       =====  =====   ===
Net Natural Gas
  Production (MMCFD)   - U.S. ......................   1,428  1,208  (220)(15)
                       - Intl. .....................   3,687  3,747    60   2
                                                       -----  -----   ---
      Total ........................................   5,115  4,955  (160) (3)
                                                       =====  =====   ===

TOTAL NET PRODUCTION (TBDOE) .......................   1,749  1,786    37   2
                                                       =====  =====   ===
-------------------------------------------------------------------------------


MOBIL                               -  7  -
                                        

<PAGE>



CONSOLIDATED RESULTS OVERVIEW - continued

Marketing and Refining

   Marketing & Refining income of $132 million was $108 million lower than 1996.
Excluding a first quarter 1997 special  restructuring  charge of $18 million for
costs  associated with the European  alliance with BP,  operating  earnings were
$150 million, $90 million lower than last year.

  Operations in the United States experienced a loss of $42 million in the first
quarter versus earnings of $59 million in 1996.  This year's  operating loss was
primarily  due to the timing of  scheduled  maintenance  at four of Mobil's five
refineries, lower lubricant base stock margins and higher purchased fuel costs.

  International operating earnings of $192 million were $11 million higher than 
1996. In Europe, earnings improved primarily due to increased retail fuels 
margins, mainly in the United Kingdom, and lower scheduled refinery downtime
costs. This improvement was largely offset by a decline in Asia-Pacific where
weaker refining margins and lower aromatics income in Singapore more than offset
improved marketing margins in several markets.
-------------------------------------------------------------------------------

  Marketing and Refining                                First Three Months
   Selected Operating Data                                            Incr./
                                                                     (Decr.)
                                                        1996   1997  Vol.  %

                                                       -----  -----  ---  --
  Petroleum Product Sales (TBD) (a)
                                    - U.S. ........    1,281  1,358   77   6
                                    - Intl. (b)....    2,019  1,988  (31) (2)(c)
                                                       -----  -----  ---
                          Total ...................    3,300  3,346   46   1
                                                       =====  =====  ===
  Refinery Runs (TBD)
                                    - U.S. ........      877    860  (17) (2)
                                    - Intl. (b)....    1,205  1,236   31   3
                                                       -----  -----  ---
                          Total ...................    2,082  2,096   14   1
                                                       =====  =====  ===

  (a) Includes supply/other sales.
  (b) Includes Mobil's share for the European alliance with BP.
  (c) Unusually high seasonal supply inventory liquidations in Europe in 1996.
-------------------------------------------------------------------------------

Chemical

  Chemical  income of $85 million was $15 million  above last year as  increased
polyethylene volumes and margins,  coupled with higher paraxylene volumes,  more
than offset  lower  paraxylene  margins.  Paraxylene  volumes were up due to the
effects of increased capacity at the Chalmette, Louisiana, facility.

Corporate and Financing

  Corporate and  Financing  expenses of $85 million were  essentially  unchanged
from last year.  The  unfavorable  effect of a higher  average  debt  balance on
interest  expense  was offset by the  absence  of  charges  related to our staff
redesign project which were included in last year's operating results.







MOBIL                                -  8  -
                                         

<PAGE>



CONSOLIDATED RESULTS OVERVIEW - continued

DISCUSSION OF FINANCIAL CONDITION

  At March 31, 1997, total current assets of $10,513 million were $2,382 million
lower than at year-end  1996.  Accounts and notes  receivable  decreased  $2,059
million  to $6,133  million,  due to the  effects of the  implementation  of the
Mobil- BP European  alliance  which is  accounted  for on an equity  basis,  and
decreases  in prices  and  volumes  from year end.  Inventories  decreased  $564
million  due to the  effects of the  implementation  of the  Mobil-BP  alliance,
partly offset by higher volumes in the United States.  Partly  offsetting  these
net decreases were higher prepaid  expenses  resulting from an annual pattern of
prepayments  made in the first  quarter,  offset  somewhat by the effects of the
Mobil-BP  alliance.  Cash and cash  equivalents also increased $158 million from
year end.

  Investments and Long-Term  Receivables  increased  $2,160  million,  primarily
reflecting Mobil's investment in the European alliance with BP, partly offset by
the effects of the strengthening dollar.

  Net  properties,  plants and  equipment  decreased  $2,072  million to $25,407
million  as  capital  expenditures  were more  than  offset  by the  effects  of
deconsolidating   those   assets   utilized  by  the  Mobil-BP   alliance,   and
depreciation.

Deferred  charges  and  other  assets  decreased,  primarily  as a result of the
effects of the Mobil-BP alliance.

  Total debt of Mobil and its subsidiaries was $8,357 million at March 31, 1997,
up $482 million from year-end 1996. The debt-to-capitalization  ratio was 30% at
March 31, 1997, up from 29% at year-end 1996.

  Accounts  payable   decreased  $1,615  million  due  to  the  effects  of  the
implementation of the Mobil-BP alliance and decreases in prices and volumes from
year end.

  Accrued liabilities  decreased $562 million due to the effects of the Mobil-BP
alliance implementation.

  Income,  excise, state gasoline and other taxes payable decreased $609 million
due to the effects of the Mobil-BP alliance implementation,  lower purchases and
timing of certain tax payments.

  Shareholders'  equity rose $58 million  during the first three months of 1997.
Earnings  retained in the business  increased  $395  million as income  exceeded
common  and  preferred  stock  dividends.  The cost of common  stock held in the
treasury increased as 682,500 shares were purchased on the open market to offset
the dilutive  effects of the issuance of shares upon exercise of stock  options,
and the cumulative  foreign exchange  translation  account  decreased due to the
strengthening of the U.S. dollar.

  During the first  three  months of 1997,  net cash  generated  from  operating
activities was $913 million,  $389 million less than the cash  requirements  for
investing activities and dividends. (Refer to table on page 3.)




MOBIL                              -  9  -
                                       

<PAGE>



DISCUSSION OF FINANCIAL CONDITION - continued

  Total  investment  spending for the first quarter of 1997 was $834 million, a
decrease of $205 million from the comparable period last year.
-------------------------------------------------------------------------------

 INVESTMENT SPENDING
  (In millions)                                            First Three Months

 Capital and Exploration Expenditures                         1996     1997

                                                            ------   ------
 Petroleum Operations
  Exploration & Producing      - United States ..........   $  118   $   72
                               - International ..........      411      466
  Marketing & Refining         - United States ..........       82       75
                               - International ..........      227       94
 Chemical ...............................................       52       54
 Other ..................................................       22       11
                                                            ------   ------
 Total Capital and Exploration Expenditures .............      912      772
                                                            ------   ------
 Cash Investments in Equity Companies ...................      127       62
                                                            ------   ------

 Total Investment Spending ..............................   $1,039   $  834
                                                            ======   ======




 ------------------------------
 Memo:
 Exploration expenses charged
  to income, included above    - United States ..........   $    9   $    5
                               - International ..........       67       70
                                                            ------   ------
                                                            $   76   $   75
                                                            ======   ======




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

  Return on average  shareholders'  equity was 16.4% for the twelve month period
ended March 31, 1997,  compared with 16.0% for the calendar year 1996. Return on
average  capital  employed  for the twelve month period ended March 31, 1997 was
12.8%, 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 March 31, 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 are also in
place.

CURRENT DEVELOPMENTS

  On April 24, 1997,  Mobil  agreed to combine its  California  exploration  and
producing  operations with those of Shell Oil Company.  The combined  California
operation  is to be owned  41.4  percent  by Mobil  and 58.6 by Shell Oil and is
expected  to offer  opportunities  to reduce  costs and  leverage  complementary
skills and competencies.

  The Board of Directors  authorized a two-for-one split of Mobil's common stock
and set the record date therefor as May 20, 1997.


MOBIL                              -  10  -
                                         

<PAGE>



                         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.

  On February  25, 1997, a  previously-reported  proceeding,  brought by the EPA
against  Mobil Oil  Corporation  on October 20, 1995,  was settled.  The EPA had
alleged that the operations of Mobil Oil Corporation's Joliet, Illinois refinery
(a) violated the Illinois State Implementation Plan under the Clean Air Act, (b)
violated the state air regulatory standards for opacity, particulates and carbon
monoxide,  and (c) failed to comply with an Agency  request  under the Clean Air
Act. The EPA had sought a penalty of $146,000;  the  proceeding was settled by a
payment of $125,000.

  On March 27,  1997,  Mobil Oil  Corporation  d/b/a Mobil  Mining and  Minerals
Company  entered into a consent  decree with the State of Florida  Department of
Environmental  Protection  (the  "DEP") to resolve  allegations  by the DEP that
Mobil  Mining and Minerals  Company  violated  Florida  Statutes  ss.403.088  by
discharging storm water without a permit. Under the terms of the consent decree,
Mobil is required (1) to pay $100,000 to Hillsborough County, Florida and $1,445
to the DEP and (2) to convey 80 acres of  undeveloped  property to the Southwest
Florida Water Management District.

  The  foregoing  proceedings  are not of  material  importance  in  relation to
Mobil's  accounts  and are  described  in  compliance  with SEC rules  requiring
disclosure of such proceedings although not material.

  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                              -  11  -
                                                         

<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.

  At the Annual Meeting of the Shareholders of Mobil Corporation on May 8, 1997,
the following matters were voted upon:

  Shareholders  elected four  directors  for  three-year  terms  expiring at the
Annual  Meeting in 2000 and one director  for the balance of a  three-year  term
expiring  at the Annual  Meeting in 1998.  The vote tabulation  for  individual
directors was:

     Directors                   Shares For                   Shares Withheld
     ---------                   ----------                   ---------------
Donald V. Fites                  338,335,013                     5,447,470
Charles S. Sanford, Jr.          338,277,846                     5,504,637
Robert G. Schwartz               336,701,665                     7,080,818
Iain D. T. Vallance              335,673,942                     8,108,541
Robert O. Swanson                337,893,567                     5,888,916

  Shareholders approved and ratified the appointment of Ernst & Young LLP as the
company's  independent auditors by a vote of 340,156,527 for, 2,002,052 against,
and 1,623,904 abstentions.

  Shareholders  approved a proposal to increase the number of authorized  shares
of common stock from  600,000,000 to  1,200,000,000  and to change the par value
thereof from $2.00 per share to $1.00 per share by a vote of  335,339,343  votes
for, 6,327,908 votes against and 2,115,232 votes abstained.

  A shareholder  resolution to limit the authority of Mobil's Board of Directors
to  issue  preferred  stock  was  defeated  with   175,035,808   votes  against,
131,537,029 in favor and 6,288,714 votes abstained.

 A  shareholder  resolution  calling for  cumulative  voting in the  election of
Mobil's Directors was defeated with 222,403,818 votes against,  77,819,425 votes
in favor and 12,637,025 votes abstained.

  A shareholder  resolution  calling for the  discontinuance  of grants of stock
options to directors and officers was defeated with  283,540,331  votes against,
21,625,477 votes in favor and 7,568,121 votes abstained.

  A shareholder  resolution prohibiting executives from exercising stock options
for six months after  announcements  of workforce  reductions  was defeated with
276,599,591  votes  against,  27,929,602  votes in  favor  and  8,206,607  votes
abstained.

  The text of the above proposals is incorporated by reference to Items 3, 4, 5,
6 and 7 of Mobil's  definitive  Proxy Statement dated March 18, 1997, filed with
the SEC pursuant to Regulation 14A on March 18, 1997.

Item 5.  Other Information.
  None.







MOBIL                               -  12  -
                                                         

<PAGE>



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

  Reports on Form 8-K.

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

   Date of 8-K                    Description of 8-K

  January 3, 1997   Submitted  documents  relating  to
                    $231,900,000 of "Pass Through  Certificates"
                    guaranteed by Mobil Corporation.

  January 27, 1997  Submitted a copy of the Mobil News Release dated January 27,
                    1997, reporting Mobil's estimated earnings for the fourth
                    quarter and full year of 1996.

  January 31, 1997  Submitted a copy of the Mobil News Release dated January 31,
                    1997, announcing that Mobil Corporation's Board of Directors
                    had voted to split Mobil's outstanding shares of common
                    stock two-for-one, subject to stockholder approval of an
                    increase in the number of authorized shares of common stock.

  March 27,  1997   Submitted  a "Form  of  Note"  in
                    connection  with  the  offering  and sale of
                    Mobil   Oil   Corporation   Employee   Stock
                    Ownership
                    Plan Medium-Term Notes.

  April 23, 1997    Submitted a copy of the Mobil News Release dated April
                    23, 1997, reporting Mobil's estimated earnings for the
                    first quarter of 1997.




MOBIL                                -  13  -
                                                          

<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/ M. Frances Keeth
NAME AND TITLE                          M. Frances Keeth, Controller;
                                        Principal Accounting Officer

DATE                                    May 13, 1997




MOBIL                          -  14  -
                                                           

<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                           -  15  -