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                                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, 1998


                        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 30, 1998, 
the latest practicable date, was 779,844,738.
  ------------------------------------------------------------





<PAGE>






                          MOBIL CORPORATION

                              Form 10-Q
                           Quarterly Report
                          September 30, 1998

                           TABLE OF CONTENTS

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

   PART I - FINANCIAL INFORMATION                             Page

    Item 1.  Condensed Consolidated Financial Statements
               Consolidated Statement of Income for the
                 Three and Nine Months Ended
                 September 30, 1997 and 1998...................  1
               Consolidated Balance Sheet at December 31, 1997
                 and September 30, 1998 .......................  2
               Consolidated Statement of Cash Flows for the
                 Nine Months Ended September 30, 1997 and 1998.  3
               Notes to Condensed Consolidated Financial
                 Statements ...................................  4

    Item 2.  Management's Discussion and Analysis of Results
               of Operations and Financial Condition ..........  6


   PART II - OTHER INFORMATION

    Item 1.  Legal Proceedings ................................ 19
    Item 2.  Changes in Securities ............................ 20
    Item 3.  Defaults Upon Senior Securities .................. 20
    Item 4.  Submission of Matters to a Vote of Security
               Holders ........................................ 20
    Item 5.  Other Information ................................ 21
    Item 6.  Exhibits and Reports on Form 8-K ................. 21

   SIGNATURE .................................................. 22

   EXHIBIT INDEX .............................................. 23

    Exhibit 11.  Computation of Earnings per Common Share ..... 24
    Exhibit 12.  Computation of Ratio of Earnings to Fixed
                   Charges .................................... 26
   ----------------------------------------------------------------








<PAGE>







                         PART I - FINANCIAL INFORMATION

Item 1.  Condensed Consolidated Financial Statements

                                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,
                                        --------------------|------------------
                                                            |
                                                1997    1998|    1997    1998
                                           --------- -------|-------- -------
Revenues                                                    |
  Sales and services (a) ................... $15,950 $12,878| $48,257 $39,289
  Income from equity affiliates ............     143     204|     412     385
  Income from asset sales, interest                         |
    and other ..............................     304     404|     663     675
                                             ------- -------| ------- -------
                                                            |
    Total Revenues .........................  16,397  13,486|  49,332  40,349
                                             ------- -------| ------- -------
Costs and Expenses                                          |
  Crude oil, products and operating                         |
    supplies and expenses ..................  10,159   8,261|  31,158  24,738
  Exploration expenses .....................     105     185|     262     356
  Selling and general expenses .............   1,057     854|   2,999   2,727
  Depreciation, depletion and amortization .     590     633|   1,848   1,853
  Interest and debt discount expense .......     142     227|     331     350
  Taxes other than income taxes (a) ........   2,682   2,486|   7,794   7,217
  Income taxes .............................     770     331|   2,372   1,252
                                             ------- -------| ------- -------
    Total Costs and Expenses ...............  15,505  12,977|  46,764  38,493
                                             ------- -------| ------- -------
Net Income ................................. $   892 $   509| $ 2,568 $ 1,856
                                             ======= =======| ======= =======
                                                            |
Net Income Per Common Share ................ $  1.12 $  0.64| $  3.21 $  2.33
                                             ======= =======| ======= =======
  Assuming Dilution ........................ $  1.09 $  0.63| $  3.15 $  2.28
                                             ======= =======| ======= =======
Dividends Per Common Share ................. $  0.53 $  0.57| $  1.59 $  1.71
                                             ======= =======| ======= =======
                                                            |
                                                            |
                                                            |
--------------                                              |
                                                            |
(a) Includes excise and state gasoline                      |
      taxes of ............................. $ 1,486 $ 1,429| $ 4,432 $ 4,323

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

MOBIL                                   - 1 -
<PAGE>





                                MOBIL CORPORATION
                            CONSOLIDATED BALANCE SHEET
                                  (In millions)

                                                             Dec. 31,  Sept. 30,
                                     ASSETS                     1997      1998
                                                             -------   -------
Current Assets
  Cash and cash equivalents ................................ $   820   $ 1,256
  Accounts and notes receivable ............................   5,952     5,249
  Inventories ..............................................   2,156     2,241
  Prepaid expenses and other current assets ................     623       789
  Deferred income taxes ....................................     171       252
                                                             -------   -------
    Total Current Assets ...................................   9,722     9,787

Investments and Long-Term Receivables ......................   8,479     8,242

Properties, Plants and Equipment ...........................  49,630    50,573
Less: Accumulated Depreciation, Depletion and Amortization .  25,074    25,667
                                                             -------   -------
Net Properties, Plants and Equipment .......................  24,556    24,906

Deferred Charges and Other Assets ..........................     802       762
                                                             -------   -------
    Total Assets ........................................... $43,559   $43,697
                                                             =======   =======

                      LIABILITIES AND SHAREHOLDERS' EQUITY

Current Liabilities
  Short-term debt .......................................... $ 2,994   $ 4,104
  Accounts payable .........................................   4,418     3,555
  Accrued liabilities ......................................   2,794     2,828
  Income, excise, state gasoline and other taxes payable ...   1,906     2,092
  Deferred income taxes ....................................     309       269
                                                             -------   -------
    Total Current Liabilities ..............................  12,421    12,848

Long-Term Debt .............................................   3,670     3,957
Reserves for Employee Benefits .............................   1,745     1,787
Accrued Restoration, Removal and Environmental Costs .......   1,072     1,099
Deferred Credits and Other Noncurrent Obligations ..........   1,274     1,004
Deferred Income Taxes ......................................   3,535     3,526
Minority Interest in Subsidiary Companies ..................     381       396
                                                             -------   -------
    Total Liabilities ......................................  24,098    24,617
                                                             -------   -------
Shareholders' Equity
  Preferred stock (ESOP-related) -- shares issued and
    outstanding: 171,093 at December 31, 1997 and
    166,791 at September 30, 1998 ..........................     665       648
  Unearned employee compensation and benefit plan trust ....    (329)     (678)
  Common stock -- $1.00 par value; shares authorized:
    1,200,000,000; shares issued: 894,308,872 at
    December 31, 1997 and 896,866,909 at September 30, 1998.     894       897
  Capital surplus ..........................................   1,549     1,617
  Earnings retained in the business ........................  20,661    21,142
  Cumulative foreign exchange translation adjustment .......    (821)     (920)
  Common stock held in treasury, at cost -- shares:
    110,945,100 at December 31, 1997 and 117,414,000 at
    September 30, 1998 .....................................  (3,158)   (3,626)
                                                             -------   -------
    Total Shareholders' Equity .............................  19,461    19,080
                                                             -------   -------
Total Liabilities and Shareholders' Equity ................. $43,559   $43,697
                                                             =======   =======


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

MOBIL                                   - 2 -
<PAGE>



                             MOBIL CORPORATION
                    CONSOLIDATED STATEMENT OF CASH FLOWS
                               (In millions)

                                                            For the Nine Months
                                                            Ended September 30,
                                                           -------------------

                                                              1997        1998
                                                           -------     -------
Cash Flows from Operating Activities
  Net Income .........................................     $ 2,568     $ 1,856
  Adjustments to reconcile to net cash from
    operating activities:
      Depreciation, depletion and amortization .......       1,848       1,853
      Deferred income taxes ..........................         313        (141)
      Earnings (greater) less than distributions from
        equity affiliates ............................        (104)         98
      Exploration expenses (includes noncash
        charges:  1997-$17; 1998-$18) ................         262         356
      Gain on sales of properties, plants and
        equipment and other assets ...................        (289)       (179)
      Increase in working capital items ..............         (19)       (139)
      Other, net .....................................         249         (49)
                                                           -------     -------
Net Cash from Operating Activities ...................       4,828       3,655
                                                           -------     -------
Cash Flows from Investing Activities
  Capital and exploration expenditures ...............      (2,957)     (3,206)
  Proceeds from sales of properties, plants and
    equipment and other assets .......................         622         705
  Payments attributable to investments and
    long-term receivables ............................        (414)       (381)
                                                           -------     -------
Net Cash Used in Investing Activities ................      (2,749)     (2,882)
                                                           -------     -------
Cash Flows from Financing Activities
  Cash dividends .....................................      (1,290)     (1,375)
  Proceeds from borrowings having original
    terms greater than three months ..................         804         961
  Repayments of borrowings having original
    terms greater than three months ..................      (1,693)       (821)
  Increase in other borrowings .......................         608       1,286
  Increase in minority interest  .....................          66          24
  Proceeds from issuance of common stock .............          66          71
  Purchase of common stock for treasury ..............        (363)       (468)
                                                           -------     -------
Net Cash Used in Financing Activities ................      (1,802)       (322)
                                                           -------     -------
Effect of Exchange Rate Changes on Cash and
  Cash Equivalents ...................................         (21)        (15)
                                                           -------     -------
Net Increase in Cash and Cash Equivalents ............         256         436
Cash and Cash Equivalents - Beginning of Period ......         808         820
                                                           -------     -------
Cash and Cash Equivalents - End of Period ............     $ 1,064     $ 1,256
                                                           =======     =======


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

 Memo:

 Net cash from operating activities ..................     $ 4,828     $ 3,655
 Net cash used in investing activities ...............      (2,749)     (2,882)
 Cash dividends ......................................      (1,290)     (1,375)
                                                           -------     -------
 Excess/(Shortfall) of cash from operating activities
   over investing activities and dividends ...........     $   789     $(  602)
                                                           =======     =======
------------------------------------------------------------------------------
             
              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  schedule  included  or  incorporated  by
reference  in  Mobil's  Annual  Report on Form 10-K for its  fiscal  year  ended
December 31, 1997.

  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.  Changes In Nonowner Equity

  Beginning in the first quarter of 1998, compliance with FAS 130, Reporting 
Comprehensive Income was required.  In accordance with the requirements of this 
standard,  the components of changes in nonowner  equity,  net of related tax 
for the three months and nine months ended September 30, 1997 and 1998, are as 
follows:
--------------------------------------------------------------------------------

(In millions)                                    Three Months  |    Nine Months
                                                Ended Sept.30, |  Ended Sept.30,
                                                --------------    --------------
                                                 1997    1998  |   1997    1998
                                               ------  ------  | ------  ------
 Net Income ...................................$  892  $  509  | $2,568  $1,856
 Foreign currency translation adjustments .....  (321)     74  |   (526)    (99)
                                                -----   -----  |  -----   -----
 Changes in nonowner equity ...................$  571  $  583  | $2,042  $1,757
                                                =====   =====  |  =====   =====
   -----------------------------------------------------------------------------


MOBIL                               - 4 -

<PAGE>






3.  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,
                                                      --------------------
                                                          1997      1998
      Changes in Working Capital Items
      (Increases)/decreases

       Accounts and notes receivable .................   $ 796   $   674
       Inventories ...................................    (102)     (183)
       Prepaid expenses and other current assets .....    (180)     (176)
       Accounts payable ..............................    (328)     (741)
       Accrued liabilities ...........................      43        88
       Income, excise, state gasoline and
         other taxes payable .........................    (248)      199
                                                         -----   --------
       Increase in working capital items .............   $ (19)  $  (139)
                                                         =====   =======
     ----------------------------------------------------------------------

4.  New Accounting Standard

   Effective  January 1, 1998,  Mobil adopted  Statement of Position (SOP) 98-1,
Accounting for the Costs of Computer Software Developed or Obtained for Internal
Use,  which  requires  the  capitalization  of  certain  costs  related  to  the
development or purchase of computer software. Prior to adopting this new policy,
Mobil  expensed the cost of all  computer  software.  Amounts  expensed in prior
years are not required to be capitalized.





MOBIL                               - 5 -


<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.)
                                     1997   1998        |  1997    1998
                                     ----   ----  -----    ----    ----  ------
  Petroleum Operations                                  |
    E&P - United States ........... $ 160  $   9  $(151)|$  511  $  133  $ (378)
        - International ...........   313    147   (166)| 1,114     648    (466)
                                    -----  -----  ----- |------  ------  ------
    Total E&P .....................   473    156   (317)| 1,625     781    (844)
                                    -----  -----  ----- |------  ------  ------
    M&R - United States ...........   230    179   ( 51)|   382     459      77
        - International ...........   116    183     67 |   496     622     126
                                    -----  -----  ----- |------  ------  ------
    Total M&R .....................   346    362     16 |   878   1,081     203
                                    -----  -----  ----- |------  ------  ------
  Total Petroleum .................   819    518   (301)| 2,503   1,862    (641)
                                                        |
  Chemical ........................   155     41   (114)|   331     166    (165)
  Corporate and Financing (a)......   (82)   (50)    32 |  (266)   (172)     94
                                    -----  -----  ----- |------  ------  ------
  Net Income ...................... $ 892  $ 509  $(383)|$2,568  $1,856  $ (712)
                                    =====  =====  ===== |======  ======  ======
 -------------------------------------------------------------------------------

   OPERATING EARNINGS                   Third Quarter   | First Nine Months
     (Adjusted for Special Items)  ______________ Incr./|________________ Incr./
        (In millions)                            (Decr.)|                (Decr.)
                                     1997   1998        |  1997    1998
                                     ----   ----  -----    ----    ----  ------
  Petroleum Operations                                  |
    E&P - United States ........... $ 123  $  38  $ (85)|$  474  $  162  $ (312)
        - International ...........   317     92   (225)| 1,118     593    (525)
                                    -----  -----  ----- |------  ------  ------
    Total E&P .....................   440    130   (310)| 1,592     755    (837)
                                    -----  -----  ----- |------  ------  ------
    M&R - United States ...........   340    179   ( 61)|   392     459      67
        - International ...........   209    197   ( 12)|   627     659      32
                                    -----  -----  ----- |------  ------  ------
    Total M&R .....................   449    376   ( 73)| 1,019   1,118      99
                                    -----  -----  ----- |------  ------  ------
  Total Petroleum .................   889    506   (383)| 2,611   1,873    (738)
                                                        |
  Chemical ........................   102     41    (61)|   278     166    (112)
  Corporate and Financing (a)......   (84)   (50)    34 |  (268)   (172)     96
                                    -----  -----  ----- |------  ------  ------
  Income Excluding Special Items...   907    497   (410)| 2,624   1,867    (754)
  Special Items (table on page 7) .   (15)    12     27 |   (53)    (11)     42
                                    -----  -----  ----- |------  ------  ------
  Net Income ...................... $ 892  $ 509  $(383)|$2,568  $1,856  $ (712)
                                    =====  =====  ===== |======  ======  ======
 -------------------------------------------------------------------------------

 (a) Corporate and Financing includes corporate administrative expenses, net 
       financing expense and other items.

MOBIL                               - 6 -

<PAGE>





_______________________________________________________________________________
SPECIAL    ITEMS                         Third Quarter   |  First Nine Months
    (In millions)                                        |
                                          1997    1998   |    1997     1998
                                          ----    ----        ----     ----
                                                         |                      
    Asset Sales........................  $ 140   $  55   |   $ 140    $  55
    Restructurings ....................  $ (72)  $ (14)  |   $(110)   $ (37)
    Federal Royalty Settlement ........      -   $ (29)  |       -    $ (29)
    Employee Performance Award ........  $ (50)      -   |   $ (50)       -
    Litigation ........................  $ (33)      -   |   $ (33)       -
                                         -----   -----   |   -----    -----
    Total Special Items ...............  $ (15)  $  12   |   $ (53)   $ (11)
                                         =====   =====       =====    =====


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

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

  REVENUES BY SEGMENT              Third Quarter         |    First Nine Months
    (In millions)                               Incr./   |               Incr./
                                               (Decr.)   |              (Decr.)
                                  1997     1998    %     |    1997    1998     %
                                  ----     ---- -----         ----    ----  ----
                                                         |
 Exploration & Producing ...   $ 1,664  $ 1,194  (28)    | $ 5,490 $ 4,237  (23)
 Marketing & Refining ......    13,762   11,480  (17)    |  41,156  33,877  (18)
 Chemical ..................       868      589  (32)    |   2,465   1,945  (21)
 Other .....................       103      223  117     |     221     290   31
                               -------  -------          | ------- -------
   Total Revenues ..........   $16,397  $13,486  (18)    | $49,332 $40,349  (18)
                               =======  =======          | ======= =======

--------------------------------------------------------------------------------
CONSOLIDATED RESULTS OVERVIEW

THIRD QUARTER 1998 COMPARED WITH THIRD QUARTER 1997

  Consolidated  third  quarter net income was $509  million,  a decrease of $383
million from the $892 million  reported for the third quarter of 1997.  Earnings
per common share,  assuming dilution,  for the third quarter of 1998 were $0.63,
compared with $1.09 for the third quarter of 1997. This year's third quarter net
income included a net special benefit of $12 million,  as the gain on a European
upstream  asset sale was  largely  offset by charges  related to a U.S.  Federal
royalty  settlement and on-going  implementation  expenses  associated  with the
Mobil-British  Petroleum (BP) downstream  alliance in Europe.  Excluding special
items from both periods,  third quarter 1998 operating  earnings of $497 million
decreased $410 million, or 45%.

  Virtually all of Mobil's  businesses  experienced  sharp  declines in industry
fundamentals  in this year's third quarter.  Crude oil prices were down about $6
per barrel and natural gas prices  trended  lower,  particularly  for LNG;  U.S.
downstream  margins were off and Asia Pacific downstream margins continued to be
under  pressure;  petrochemical  margins  also  weakened  considerably.  Mobil's
self-help  programs  to reduce  costs,  grow  volumes  and  improve  performance
contributed  about  $55  million,  lessening  the  adverse  impact  of the  weak
fundamentals.

  In the Upstream,  lower  worldwide  crude oil and natural gas prices  impacted
earnings by about $250 million.  Additionally,  Mobil's third quarter production
was almost 2% below last year,  as increased  volumes  from Canada,  Kazakhstan,
Equatorial  Guinea,  and new volumes from the Nigerian Oso NGL project were more
than  offset by  cutbacks  in OPEC  quotas,  which  primarily  impacted  Mobil's
Nigerian  operations;  the effects of scheduled  maintenance in Mobil's European
operations;  and the  impact  of  storms  on U.S.  Gulf  of  Mexico  production.

MOBIL                               - 7 -

<PAGE>

CONSOLIDATED RESULTS OVERVIEW - continued

  Also, in line with the planned 1998 investment  program,  exploration  expense
was higher in the third quarter,  following Mobil's typical pattern of increased
exploration  spending in the second half of the year.  This year's third quarter
saw higher  spending  versus the  comparable  period last year due to  increased
drilling  and seismic  activity in the U.S.,  as well as in Mobil's New Ventures
areas.

  In the Downstream,  trade sales growth in the U.S.  continued.  Also, refinery
performance was strong despite a scheduled  turnaround at Joliet.  Benefits from
the BP downstream  alliance and stronger  margins  generated  improved  European
earnings  versus last year.  In Asia Pacific  downstream,  initiatives  programs
helped cushion the unfavorable  earnings impact of lower margins  resulting from
the  economic  downturn in the region.  Worldwide  lube  earnings  were  higher,
benefiting  from  improved  margins  due to lower  feedstock  costs and  ongoing
initiatives.

  In Chemical,  earnings were down  significantly  reflecting lower polyethylene
and paraxylene margins.

  Worldwide revenues in the third quarter of 1998 of $12,878 million were
$3,072 million lower than revenues in the third quarter of 1997,  reflecting the
effects of significantly  lower worldwide  average crude oil and average natural
gas prices, and lower petroleum product prices.  Petrochemical  prices were also
lower.  These  decreases  were somewhat  offset by the effects of higher overall
worldwide sales volumes.

  Crude oil,  products and operating  supplies and expenses  decreased by $1,898
million to $8,261 million,  primarily due to significantly lower worldwide crude
oil and  petroleum  product  prices,  slightly  offset by higher  volume-related
expenses.  Exploration  expenses  were  higher,  in line with the  planned  1998
spending  program.  Selling and general expenses  decreased $203 million to $854
million,  due to  benefits  from cost  reduction  initiatives.  Taxes other than
income taxes decreased $196 million to $2,486 million, mainly due to the effects
of lower hydrocarbon and product sales prices. Income tax expense decreased $439
million to $331 million,  due to a lower level of pre-tax  income and a shift in
earnings from upstream to downstream  operations that have a lower effective tax
rate.  Additionally,  as crude prices decline,  taxes  associated with our fixed
margin production decline both in total and as a percent of pre-tax income.

FIRST NINE MONTHS 1998 COMPARED WITH FIRST NINE MONTHS 1997

  Mobil's  first nine months 1998 net income was $1,856  million,  compared with
$2,568  million for the same period of 1997.  This year's  results  included net
special charges of $11 million with gains on asset sales more than offset by the
U.S. Federal royalty  settlement and expenses related to  implementation  of the
Mobil-BP European  alliance.  First nine months 1997 net income included special
charges of $53 million,  reflecting various restructuring  charges,  certain net
litigation charges and an accrual for a one-time performance award to employees,
partly offset by gains on various asset sales.

MOBIL                               - 8 -

<PAGE>




CONSOLIDATED RESULTS OVERVIEW - continued

  Excluding  special  items,  first nine  months  operating  earnings  of $1,867
million were down $754 million,  or 29%, from the comparable period of 1997. The
decline was primarily due to the significant drop in worldwide crude
oil and natural gas prices, lower downstream margins in Asia-Pacific,  and lower
petrochemical  margins,  partly offset by stronger  downstream margins in Europe
and benefits from self-help initiatives.

  Nine month 1998 revenues of $39,289 million were $8,968 million lower than
revenues  in the same  period of 1997,  primarily  due to the  effects  of lower
average   worldwide  crude  oil,  natural  gas  and  petroleum  product  prices.
Petrochemical  prices were also lower. These decreases were partly offset by the
effects of higher overall sales volumes.

  Crude oil, products and operating supplies and expenses decreased in the first
nine months of 1998 by $6,420 million to $24,738 million, primarily due to lower
worldwide  average crude oil and petroleum  product  prices,  slightly offset by
higher  volume-related  expenses.  Selling and general  expenses  decreased $272
million to $2,727 million,  primarily due to expense reductions  associated with
cost saving initiatives, partly offset by growth-related expenses in new venture
areas.  Taxes other than income taxes  decreased $577 million to $7,217 million,
due to the impact of lower average hydrocarbon and product sales prices.  Income
tax expense  decreased  $1,120 million from 1997 due to a lower level of pre-tax
income and a shift in earnings from upstream to downstream  operations that have
a lower  effective  tax  rate.  Additionally,  as crude  prices  decline,  taxes
associated  with our  fixed  margin  production  decline  both in total and as a
percent of pre-tax income.





MOBIL                               - 9 -

<PAGE>



Exploration and Producing
--------------------------------------------------------------------------------
Exploration and Producing
  Selected Operating Data             Third Quarter         First Nine Months
                                           Incr./(Decr.)          Incr./(Decr.)
                                           -------------         --------------
                                 1997   1998   Vol.  %    1997   1998   Vol.  %
                                 ----   ----  ---- -----  ----   ---- ----- ---
Net Crude Oil and NGL                                  |
  Production (TBD)   - U.S. ..    246    236   (10) (4)|   243    239   ( 4) (2)
                     - Intl. .    692    685   ( 7) (1)|   673    681     8   1
                                -----  ----- -----     | -----  ----- -----
    Total ....................    938    921   (17) (2)|   916    920     4   -
                                =====  ===== =====     | =====  ===== =====
Net Natural Gas                                        |
  Production (MMCFD) - U.S. ..  1,124  1,091   (33) (3)| 1,156  1,111   (45) (4)
                     - Intl.(a) 3,092  3,035   (57) (2)| 3,364  3,226  (138) (4)
                                -----  ----- -----     | -----  ----- -----
    Total ....................  4,216  4,126   (90) (2)| 4,520  4,337  (183) (4)
                                =====  ===== =====     | =====  ===== =====
TOTAL NET PRODUCTION (TBDOE)..  1,702  1,669   (33) (2)| 1,735  1,706   (29) (2)
                                =====  ===== =====     | =====  ===== =====
-------------------------------------------------------------------------------
(a) Year-to-date  production  reflects a downward  restatement  of production in
    Indonesia in the first quarter of 1998.

THIRD QUARTER 1998 COMPARED WITH THIRD QUARTER 1997

  Exploration  and  Producing  net income of $156 million was $317 million lower
than in the third quarter of last year.

  In the United States,  net income was $9 million,  down $151 million from last
year due  primarily  to lower  crude oil and  natural  gas  prices.  This year's
results  included a special  charge of $29  million for a U.S.  Federal  royalty
settlement.  Last  year's  results  for the same  period  included a net special
benefit of $37  million as gains from assets  sales more than offset  litigation
charges  and an  accrual  for a one-time  performance  award to  employees.  The
unfavorable impacts of lower production of 16 TBDOE, approximately half of which
was the result of storms in the Gulf of Mexico, and higher exploration expenses,
were offset by self-help initiatives.

  International  net income of $147 million was $166 million lower than in 1997,
due  mainly to a  significant  decline in crude oil and  natural  gas prices and
higher  exploration  expense.  This year's results included a special benefit of
$55 million for a European asset sale.  Third quarter,  1997 results  included a
special  charge of $4 million  for a one-time  performance  award to  employees.
Volumes  were down  slightly  as  increases  in  Canada,  Equatorial  Guinea and
Kazakhstan   were  more  than  offset  by  reductions  due  to  OPEC  production
constraints, mainly in Nigeria; the effects of scheduled maintenance programs in
Europe;  natural  field  declines  in  Europe  and  Australia;   slightly  lower
Indonesian LNG sales; and non-core asset sales in Australia.

FIRST NINE MONTHS 1998 COMPARED WITH FIRST NINE MONTHS 1997

  Exploration  and  Producing  net income of $781 million was $844 million lower
than last year.  The  decrease was mainly due to lower crude oil and natural gas
prices.  The effects of higher liquids volumes in Canada,  Equatorial Guinea and
Australia  were more than  offset by the  effects of OPEC  constraints,  and the
deferral  of  LNG  cargoes  from  Indonesia.   Additionally,  U.S.  natural  gas
production was lower,  reflecting some operational problems earlier in the year,
non-core asset sales and natural field  declines.  Growth-related  expenses were
somewhat higher in new venture areas.

MOBIL                               - 10 -
<PAGE>





Marketing and Refining

  Marketing and Refining            Third Quarter           First Nine Months
   Selected Operating Data                  Incr./(Decr.)          Incr./(Decr.)
                                  1997    1998  Vol.  %    1997   1998  Vol.  %
                                 -----   -----  ---  --   -----  -----  ---  --
  Petroleum Product
    Sales (TBD)(a)- U.S. ......  1,467   1,486   19   1 | 1,424  1,434   10   -
                  - Intl.(b) ..  1,966   2,001   35   2 | 1,910  1,960   50   3
                                 -----   -----  ---     | -----  -----  ---
       Total ..................  3,433   3,487   54   2 | 3,334  3,394   60   2
                                 =====   =====  ===     | =====  =====  ===
                                                        |
  Refinery Runs (TBD)                                   |
                  - U.S. ......  1,009     869 (140)(14)|   950    903  (47) (5)
                  - Intl.(b)(c)  1,294   1,244 ( 30)( 2)| 1,221  1,259   38   3
                                 -----   -----  ---     | -----  -----  ---
       Total ..................  2,303   2,113 (170)( 7)| 2,171  2,162  ( 9)  -
                                 =====   =====  ===     | =====  =====  ===

  (a) Includes supply/other sales
  (b) Includes Mobil's share for the European alliance with BP.
  (c) Third quarter, 1997 reflects a downward restatement
--------------------------------------------------------------------------------

THIRD QUARTER 1998 COMPARED WITH THIRD QUARTER 1997

  Marketing  and Refining  net income was $362  million in the third  quarter of
1998 versus last year's net income of $346  million.  This  quarter's net income
included  special  charges  of $14  million  for  implementation  costs  for the
Mobil-BP European  alliance,  while last year's net income included $103 million
for  restructuring  in  Europe  and Japan and a  one-time  performance  award to
employees.  Excluding special charges from both periods,  operating  earnings of
$376 million were $73 million lower than last year.

  Net income in the United States was $179 million, $51 million below last year.
The unfavorable impact of lower industry margins, a scheduled  turnaround at the
Joliet refinery and decreased  refining volumes  reflecting the formation of the
Chalmette  refinery  joint venture with a subsidiary of  Venezuela's  PDVSA late
last  year were  partially  offset  by the  effects  of  increased  trade  sales
performance.

  International  net income of $183 million was $67 million higher than in 1997.
In Europe,  earnings benefited from stronger  integrated margins and initiatives
related to the  Mobil-BP  alliance.  Earnings  were lower in Asia Pacific as the
deterioration  in both  refining and  marketing  margins as well as  unscheduled
downtime at the  Adelaide,  Australia  refinery  were only  partially  offset by
performance  initiatives in the region,  including  sales volume  growth.  Other
international   downstream  earnings  were  favorably  impacted  by  performance
improvements, including higher product sales in Africa and South America.

FIRST NINE MONTHS 1998 COMPARED WITH FIRST NINE MONTHS 1997

  Marketing and Refining net income was $1,081 million for the first nine months
of 1998  compared  with net  income of $878  million  last year.  Excluding  $37
million of special  charges this year for  implementation  costs  related to the
Mobil-BP   alliance  and  $141   million  of  special   charges  last  year  for
implementation  costs related to the Mobil-BP  alliance,  restructuring in Japan
and a one-time  performance  award to  employees,  operating  earnings of $1,118
million were $99 million higher than last year. Earnings were higher due to the

MOBIL                               - 11 -

<PAGE>

Marketing and Refining -- concluded

effects of various  restructuring  initiatives,  mostly in Asia-Pacific,  higher
product sales volumes,  strong refinery performance and benefits from the Mobil-
BP European alliance. Additionally, there were higher margins in the U.S.
and Europe, partly offset by lower margins in Asia-Pacific.


Chemical

THIRD QUARTER AND FIRST NINE MONTH COMPARISONS OF 1998 WITH 1997

  Chemical  income of $41 million in this year's  third  quarter was $61 million
lower  than in the same  period  last year.  In the first  nine  months of 1998,
Chemical  income was $166 million  compared with $331 million in the same period
last  year.  The  decrease  in  both  periods   reflects   significantly   lower
polyethylene and paraxylene margins.

Corporate and Financing

THIRD QUARTER AND FIRST NINE MONTH COMPARISONS OF 1998 WITH 1997

  Corporate and  Financing  expense was $50 million in the third quarter of 1998
compared  with $82  million in the same  period  last  year.  For the first nine
months of 1998,  Corporate and Financing  expense was $172 million,  $94 million
lower than last year.  Decreases in both periods  reflect the timing of expenses
and certain one-time favorable items.

ACCOUNTING STANDARDS

  In September 1998,  Financial  Accounting  Standard (FAS) 133,  Accounting for
Derivative  Instruments  and Hedging  Activities,  was issued.  Adoption of this
standard is required in the first  quarter of 2000.  FAS 133  requires  that all
derivatives be recognized as either assets or  liabilities  and measured at fair
value.  If  certain  conditions  are  met,  a  derivative  may  be  specifically
designated  as a hedge  of risk  exposure.  Mobil  is  currently  reviewing  the
expected  impact of FAS 133,  which will depend on the  derivatives  outstanding
when it is adopted and is not expected to be significant.

DISCUSSION OF FINANCIAL CONDITION

  Total current assets as of September 30, 1998 were $9,787 million, an increase
of $65 million from December 31, 1997.  Accounts and notes receivable  decreased
$703 million to $5,249  million,  primarily  due to the effects of lower average
crude oil,  natural gas,  petroleum  products  and  petrochemical  prices.  This
decrease  was  partly  offset  by a higher  level of Cash and cash  equivalents.
Additionally,  Prepaid  expenses  and other  current  assets  were up due to the
timing of certain payments.

  Total debt of Mobil and its  subsidiaries  was $8,061 million,  $1,397 million
higher than  year-end  1997,  reflecting  reduced  earnings  and higher  working
capital requirements.  The debt-to-capitalization ratio was 29% at September 30,
1998, up from 25% at year-end 1997.

  During the first nine months of 1998, net cash generated from operating
activities was $3,655 million, $602 million less 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

  Accounts payable decreased $863 million primarily due to lower purchase prices
for crude oil and petroleum products.

  Income,  excise, state gasoline and other taxes payable increased $186 million
mainly due to the timing of certain tax payments partly offset by the effects of
lower average sales prices for hydrocarbons and petroleum products.

  Shareholders'  equity  declined  $381 million  during the first nine months of
1998  primarily  due to an increase of 6,468,900  shares of common stock held in
the  treasury  that were  purchased on the open market under plans to offset the
dilutive effects of stock options and to implement a Board approved supplemental
share buyback program ($468 million) as well as the classification with unearned
employee compensation of a benefit plan trust holding 7,383,110 shares of common
stock ($377  million).  These  changes were partly offset by an increase of $481
million in earnings retained in the business.

  Total investment spending for the third quarter of 1998 was $1,433 million, an
increase of $288 million from the
comparable  period  last  year.  For the first  nine  months of 1998,  worldwide
investment  spending was $3,793  million,  compared with $3,437  million for the
year-earlier period.
--------------------------------------------------------------------------------

INVESTMENT SPENDING
 (In millions)                           Third Quarter       First Nine Months

 Capital and Exploration Expenditures      1997    1998          1997     1998
                                          -----   -----         -----    -----
 Petroleum Operations                                       |
   Exploration & Producing  - U.S. ....  $  117  $   89     |  $  325   $  361
                            - Intl. ...     714     793     |   1,809    2,059
   Marketing & Refining     - U.S. ....      72      95     |     224      258
                            - Intl. ...     107      85     |     351      198
 Chemical .............................      86      92     |     210      188
 Other ................................       7      44     |      38      142
                                         ------  ------     |  ------   ------
     Total Capital and Exploration                          |
       Expenditures ...................  $1,103  $1,198     |  $2,957   $3,206
                                         ------  ------     |  ------   ------
 Cash Investments in Equity Companies .      42     235     |     480      587  
                                         ------  ------     |  ------   ------
 Total Investment Spending               $1,145  $1,433     |  $3,437   $3,793  
                                         ======  ======     |  ======   ======
------------------------------                              |
 Memo:                                                      |
 Exploration Expenses charged                               |
   to income, included above                                |
                            - U.S. ....  $   12  $   44     |  $   28   $   93
                            - Intl. ...      93     141     |     234      263
                                         ------  ------     |  ------   ------
     Total Exploration Expenses .......  $  105  $  185     |  $  262   $  356
                                         ======  ======     |  ======   ======

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

  Return on average capital employed for the twelve-month period ended September
30, 1998 was 10.6%,  compared with 13.4% for the calendar  year 1997.  Return on
average  shareholders'  equity  was  13.3%  for the  twelve-month  period  ended
September 30, 1998, compared with 17.0% for the calendar year 1997.

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

MOBIL                               - 13 -

<PAGE>

DISCUSSION OF FINANCIAL CONDITION - concluded

  At September 30, 1998,  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. $1,520 million of
Euro-Medium-Term  Notes  and  bonds  having a  principal  amount  of 30  billion
Japanese yen were also in place.


Current Developments

    On July 15, 1998,  the  two-month  extension  granted by  Perupetro  for the
continued  appraisal of the Camisea gas fields expired  without  agreement being
reached on issues related to the  introduction of gas into the Peruvian  market.
Mobil and its  partner  are  currently  evaluating  their  options  to  re-enter
negotiations  with the government.  In the event that Mobil does not go forward,
it would charge  income  approximately  $125 million for the write-off of assets
and the recognition of exit costs.

  Mobil has  undertaken a review of the impact that the low worldwide  crude oil
and  natural  gas  prices  may have on the  recoverability  of  inventories  and
properties,  plants  and  equipment.  This  review  may  result  in  a  non-cash
write-down  of  some of  these  assets  in the  fourth  quarter  of  1998.  Such
write-down, if required, will not impact liquidity.


The Euro
  On January 1, 1999, eleven European  countries will establish fixed conversion
rates between their existing  sovereign  currencies  ("legacy  currencies")  and
adopt  the  euro as  their  common  legal  currency.  The  euro  and the  legacy
currencies  will each be legal tender for  transactions  beginning on January 1,
1999.  Beginning  January  1,  2002,  the  participating  countries  will  issue
euro-denominated  bills and coins  and by July 1,  2002 each will  withdraw  its
sovereign  currency and  transactions  thereafter  will be  conducted  solely in
euros.

  Earlier this year,  Mobil  conducted  an  assessment  of the euro's  impact on
Mobil's  pan-European  fuels and  lubricants  alliance  with BP as well as other
Mobil business conducted in Europe and/or transacted in legacy  currencies.  The
assessment  addressed  such issues as providing  customer  assistance,  handling
customer  transactions in euro and legacy  currencies,  and modifying systems to
support transactions in euros. As a result of the assessment,  plans to mitigate
the impact of the  euro's  introduction  were  developed,  including  plans for:
internal  and  external  communications;   training;  and  systems  and  process
redevelopments  based on evolving  business  practices  of  customers,  vendors,
employees,  banks and public and  government  institutions.  Steps are now being
taken to implement these plans.

  Based upon Mobil's assessment of the impact of the euro on Mobil and the steps
Mobil is taking  to deal  with  this  impact,  Mobil  does not  expect  that the
introduction  of the euro will have a  significant  negative  impact on  Mobil's
operations,  results of operation,  liquidity and/or financial condition.  Mobil
estimates that approximately $30 million after-tax will be spent on euro-related
conversion processes from 1998 through 2002. These costs are being funded with 
cash flows from operations.


MOBIL                               - 14 -

<PAGE>

The Euro - concluded

  The  foregoing  discussion  about the euro  includes  several  forward-looking
statements,  which are based on Mobil's best assumptions and estimates as of the
date hereof. These include,  without limitation,  statements  concerning Mobil's
expectations  as to the impact of the euro on Mobil and Mobil's  estimate of the
cost of converting to the euro. Actual results, however, could differ materially
from those expressed in such forward-looking statements for a number of reasons,
including without limitation, the following:  changes in the form of, and/or the
timetable for or regulatory  details  relating to the  introduction of, the euro
from what Mobil has assumed;  Mobil's  inability to implement in a timely manner
its plans for dealing with the impact of the euro;  and the inability or failure
of third parties with whom Mobil has  significant  euro-based  relationships  to
convert to the euro on a timely basis.


Year 2000

Project
  Mobil is engaged in a company-wide effort (Project) to address the issues that
are likely to arise if computer  programs and embedded computer chips are unable
to properly  recognize  dates in and after the year 2000. The Project is focused
on three  main  areas:  the  information  technology  (IT)  systems  in  Mobil's
computers and computer software,  including those that are linked to the systems
of third  parties;  the non-IT  systems  embedded in equipment  that controls or
monitors  Mobil's  operating assets such as refineries,  production  facilities,
pipelines and marine  vessels;  and Mobil's  business  relationships  with third
parties such as suppliers,  customers,  joint-venture  companies and governments
(referred to herein as external agents). The thrust of the Project is to address
those of Mobil's IT systems,  non-IT  systems and  relationships  with  external
agents which Mobil judges to be materially  important to Mobil. These systems or
relationships,  referred  to herein as  materially  important,  are those  whose
failure for year 2000 reasons would  likely:  put the safety of  individuals  at
risk; lead to damage to property or the  environment;  put in jeopardy the value
of Mobil's  name or  intellectual  property;  or trigger a  significant  adverse
consequence to Mobil's financial performance or condition.

  Project  work  dealing  with IT systems and Project  work  dealing with non-IT
systems  has  the  following   three  phases:   (1)  inventory  and  assessment:
inventorying  all of Mobil's systems  (including  those that are linked to third
parties), identifying those of Mobil's systems that are not year 2000 compliant,
and  making  judgments  as to which  of  Mobil's  systems  (both  compliant  and
non-compliant) would likely be materially important;  (2) strategy and planning:
developing strategies and plans for (a) remediating,  upgrading or replacing all
non-compliant  systems (except those whose failure would,  in Mobil's  judgment,
have an insignificant  impact on Mobil's operations) and (b) testing all systems
judged to be materially  important,  and  estimating  the costs of  implementing
these strategies and executing these plans; and (3) execution:  implementing the
strategies and executing the plans.

  Project work dealing with relationships with external agents has the following
three phases: (1) inventory and assessment:  inventorying Mobil's  relationships
with  external  agents and making  judgments as to which of those  relationships
would likely be materially important; (2) communication and evaluation:  
sending letters and questionnaires to those external agents whose 


MOBIL                               - 15 -

<PAGE>

Year 2000 - continued


relationships are judged to be materially  important to elicit information about
the plans and  actions  of those  external  agents to achieve  timely  year 2000
readiness,  and  evaluating  the  information  so  obtained;  and (3) follow up:
contacting  external  agents with whom Mobil has already  communicated to obtain
further  assurance  that such  external  agents  will  achieve  timely year 2000
readiness.

  Additional  Project work,  discussed  below,  involves  identifying  scenarios
involving  failures for year 2000 reasons of materially  important IT and non-IT
systems  or  materially   important   relationships  with  external  agents  and
developing contingency plans for mitigating the impact of such failures.

  The inventory and assessment and the strategy and planning  phases of the work
dealing with IT systems are complete.  The execution phase of this work involves
both   application   and   infrastructure   repair  and  systems   upgrades  and
replacements.  Application and infrastructure  repair involves:  the remediation
and testing of non-compliant  code; the remediation,  replacement and testing of
computing  infrastructure and telecommunications  devices; and the upgrading and
testing of end user  applications.  The  application and  infrastructure  repair
work,  which is being  performed by both Mobil  personnel and third parties with
extensive  experience in resolving year 2000 issues, is expected to be completed
by June 30, 1999,  and Mobil  estimates that  approximately  68% of the projects
comprising  this work had been  completed as of September 30, 1998.  The systems
upgrade  and  replacement  work  consists  of  the  implementation  of  a  major
integrated  enterprise  software  system in North America (which would have been
implemented  regardless of year 2000 considerations) and numerous other systems.
All of this work is expected to be essentially completed by June 30, 1999. Based
on  calculations  that  reflect  successful  attainment  of  milestones,   Mobil
estimates that  approximately  61% of the major integrated  enterprise  software
system implementation project had been completed as of September 30, 1998. Mobil
estimates that approximately 43% of the projects  comprising the work to upgrade
and replace other systems had been completed as of September 30, 1998.

  The inventory and assessment  phase of the work dealing with non-IT systems is
essentially  complete.  The strategy and planning phase of this work is expected
to be completed by March 31, 1999, and Mobil estimates that it was approximately
72% complete as of September 30, 1998. The execution phase of this work, much of
which is being performed by the vendors of the products involved, is expected to
be completed by June 30, 1999, and Mobil estimates that  approximately 7% of the
projects comprising this work had been completed as of September 30, 1998.

  The inventory and assessment phase of the work dealing with relationships with
external agents is essentially complete.  The communication and evaluation phase
of this work is expected to be completed by March 31, 1999, and Mobil  estimates
that approximately 65% of the suppliers whose  relationships  Mobil judges to be
materially  important  had been  contacted and had responded as of September 30,
1998.  The  follow-up  phase of this work will be  undertaken  on a  continuous,
ongoing basis through the end of 1999, and  consequently  Mobil does not believe
that it would be  meaningful  to provide an estimate of the  percentage  of such
work that has been completed as of a particular date.

MOBIL                               - 16 -

<PAGE>

Year 2000 - continued

Cost
  The costs associated with the Project (all on a pre-tax basis) are being spent
over a three-year  period.  There are two  categories of these costs:  (1) costs
that are being  incurred  solely to achieve year 2000  compliance  and (2) costs
that  are  being   incurred  to  install  new  systems  that  improve   business
functionality and in many cases concurrently provide year 2000 compliance. Mobil
estimates that the costs to be incurred  solely to achieve year 2000  compliance
will total  approximately  $200  million,  of which the costs of dealing with IT
systems  are  expected to be about $178  million  and the costs of dealing  with
non-IT  systems are  expected to be about $22 million (the costs of dealing with
relationships with external agents are expected to be minimal).  As of September
30, 1998,  about $89 million of the total costs  estimated to be incurred solely
to achieve year 2000  compliance  had been  expended.  Mobil  estimates that the
costs to be incurred for new systems that improve business  functionality and in
many cases  concurrently  provide year 2000 compliance will total  approximately
$290 million,  and as of September  30, 1998,  about $154 million of these costs
had been expended.

  All Project costs are being funded with cash flows from  operations.  The $200
million  which  Mobil  estimates  will be expended  solely to achieve  year 2000
compliance represents less than 15% of Mobil's estimated total IT budget for the
period  covered by the Project.  This entire  amount is being  expensed as it is
incurred.  Of the $290  million  which Mobil  estimates  will be expended on new
systems  that  improve  business  functionality  and in many cases  concurrently
provide year 2000 compliance, approximately $110 million is being expensed as it
is incurred and approximately $180 million is being capitalized.

  As  a  result  of  the  Project,  certain  IT  projects  to  improve  business
functionality  have been  reprioritized  and  accelerated  while  other  such IT
projects have been deferred.  As a consequence,  expenditures  during the period
covered by the Project on IT systems  that will improve  business  functionality
will actually be greater than the expenditures that would have been made on such
systems had there been no Project.  Accordingly,  the deferral of IT work due to
the  Project  will not have a  material  adverse  effect on  Mobil's  results of
operations or financial condition.

Risks and Contingency Plans
  The failure or failures for year 2000 reasons of materially  important systems
or  relationships  with external agents could have a material  adverse effect on
Mobil's  results  of  operations,  liquidity  and/or  financial  condition.  For
example,  if,  for year 2000  reasons,  a utility  company  were to be unable to
supply  electricity  to a Mobil  refinery for an extended  period,  the refinery
would have to be shut down for that period,  which could  result in  substantial
losses of  production,  sales and income.  Mobil  believes that the Project work
described above dealing with materially  important IT systems and non-IT systems
will,  when  completed,  serve to reduce very  substantially  the risk that such
systems will fail for year 2000 reasons. Mobil has no way of ensuring,  however,
that external agents whose  relationships with Mobil are judged to be materially
important  (e.g.,  utilities,  telecommunications  providers and  transportation
providers) will be timely year 2000 compliant.


MOBIL                               - 17 -

<PAGE>


Year 2000 - continued

  To minimize  the risks  associated  with the year 2000 issue,  Mobil has begun
work (1) to identify scenarios involving possible failures for year 2000 reasons
of materially  important systems and relationships  with external agents and (2)
to develop contingency plans for mitigating the impact of these scenarios. A key
aspect of this work will be to determine the most reasonably  likely  worst-case
scenarios,  since the development of contingency plans for mitigating the impact
of these  will  have the  highest  priority.  At this  time,  Mobil  has not yet
identified specific most reasonably likely worst-case scenarios. Mobil believes,
however,  that these  scenarios  will  likely  involve the failure for year 2000
reasons of one or more materially important  relationships with external agents.
Work on identifying  scenarios  involving  failures for year 2000 reasons and on
the development of contingency  plans for mitigating their impact will intensify
over the next two  quarters  as the last  phases of the  Project  work come to a
close and Mobil acquires  additional and better information about potential year
2000 risks.

  The work  described  in the  preceding  paragraph  will be  focused  on risks,
scenarios and  contingency  plans  involving  materially  important  systems and
relationships  with external  agents.  There are,  however,  an almost  infinite
number of  additional  risks  which are  simply  not  assessable  and for which,
therefore, contingency plans cannot be developed. These are the risks of failure
for year 2000  reasons of one or more  systems or  relationships  with  external
agents which, individually,  Mobil does not judge to be materially important but
whose failure  could trigger a cascade of other  failures for year 2000 reasons,
the  combination  of which could be materially  important or could prevent Mobil
from  implementing  contingency  plans it has  developed.  Such a combination of
failures  could  also have a  material  adverse  effect on  Mobil's  results  of
operations, liquidity and/or financial condition.

Forward-Looking Statements Relating to the Year 2000 Issue
  The  foregoing  discussion  about the year  2000  issue  includes  a number of
forward-looking  statements,  which are based on Mobil's  best  assumptions  and
estimates as of the date hereof. These include,  without limitation,  statements
concerning:  Mobil's estimated  timetables for completing the  not-yet-completed
phases of the Project work;  Mobil's  estimates of the  percentages  of the work
that  remains  to be  performed  to  complete  such  phases;  Mobil's  estimated
timetable for identifying  scenarios  involving  possible failures for year 2000
reasons of materially  important systems and relationships  with external agents
and the development and  implementation  of contingency plans for mitigating the
impacts of these scenarios; and Mobil's estimates of the costs of (1) completing
the  not-yet-completed  phases of the Project and (2) identifying  possible year
2000 failure  scenarios and developing and  implementing  contingency  plans for
mitigating the impacts of these.

  Actual results could differ  materially  from the estimates  expressed in such
forward-looking statements, due to a number of factors. These factors, which are
not necessarily all the key factors that could cause such  differences,  include
the following:  Mobil's failure to judge accurately which of Mobil's systems and
relationships with external agents are materially  important;  Mobil's inability
to obtain and retain the staff and third-party  assistance necessary to complete
the not-yet-completed phases of the Project in accordance with Mobil's estimated
timetables;  the  inability  of such staff and third  parties  (1) to locate and
correct all  non-year  2000  compliant  computer  code in  materially  important
systems and test such corrected code and (2) to install and test upgrades or new



MOBIL                               - 18 -

<PAGE>

Year 2000 - concluded

systems containing year 2000-compliant computer code, all in accordance with 
Mobil's estimated  timetables;  unforeseen costs of  completing  Project  work;
Mobil's  inability  or failure to identify significant year 2000 issues not now 
contemplated;  and the failure of external agents to achieve timely year 2000 
readiness.


Forward-Looking Statements

  Written  reports and oral  statements  made from time to time by Mobil contain
"forward-looking  statements."  Forward-looking  statements can be identified by
the fact that they do not relate  strictly to historical or current facts and by
their use of words such as "goals," "expects," "plans," "believes," "estimates,"
"forecasts,"  "projects,"  "intends"  and other words of similar  meaning.  Such
statements are likely to address Mobil's  earnings,  return on capital employed,
capital expenditures,  debt-to-capitalization ratio, dividend increases, project
implementation, production growth, reserve replacement, sales growth and expense
reductions.   They  are   based  on   management's   then-current   information,
assumptions, plans, expectations,  estimates and projections about the petroleum
and chemical industries.  However,  such statements are not guarantees of future
performance,  and actual results and outcomes may differ materially from what is
expressed  depending on a variety of factors,  many of which are outside Mobil's
control.

    Among the  factors  that could  cause  actual  outcomes or results to differ
materially  from  what is  expressed  in these  forward-looking  statements  are
changes in the demand for,  supply of, and market  prices of crude oil,  refined
products,  natural  gas and  petrochemicals;  changes in  refining  margins  and
marketing margins;  success in partnering,  in implementing oil, natural gas and
petrochemical  projects,  and in  implementing  internal  plans;  reliability of
operating  facilities;   effects  of  environmental   regulations;   success  of
commercial  negotiations;  and domestic and international political and economic
conditions.


                           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


MOBIL                               - 19 -

<PAGE>

Legal Proceedings - concluded

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  August  27,  1998,  the  Department  of  Environmental  Protection  of the
Commonwealth  of  Massachusetts  issued a draft  Consent  Order  and  Notice  of
Violation alleging a number of air and waste regulatory  violations  relating to
the  operations  of  nineteen  Mobil  Oil   Corporation   service   stations  in
Massachusetts,  and seeking a penalty of $407,335.  Settlement  discussions  are
underway.

  On September 2, 1998, a previously reported matter,  involving  allegations by
Orange County,  California  that  monitoring  equipment to detect liquids in the
fiber trench systems that underlie 36 Mobil Oil Corporation  service stations in
the County failed to comply with the rules therefor, was settled. The County had
indicated that to settle its complaint,  it would require, inter alia, a penalty
payment of $100,000 per station, or a total of $3,600,000; under the settlement,
Mobil Oil Corporation  agreed to (a) pay stipulated  penalties of $500,000,  (b)
pay stipulated  costs of $250,000,  (c) implement a workplan with  modifications
and upgrades which exceed the  requirements of the applicable  regulations,  (d)
make contributions to various environmental  projects which will total $250,000,
and (e) dissolve a previous stipulated judgment entered into in 1995.

  During the third quarter of 1998, Mobil Oil Corporation reached agreement with
the  California   Air  Resources   Board  on  a  settlement  of  allegations  of
under-additization at Mobil Oil Corporation's terminals in California. Under the
settlement,  Mobil Oil  Corporation  agreed to pay a penalty of $150,000  and to
undertake a supplemental environmental project valued at $100,000.

  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.

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.


MOBIL                               - 20 -

<PAGE>


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

      October 28, 1998        Submitted a copy of the Mobil News Release issued
                              October 28, 1998, reporting Mobil's estimated 
                              earnings for the third quarter of 1998.

MOBIL                               - 21 -


<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/ STEVEN L. DAVIS
NAME AND TITLE                                  Steven L. Davis, Controller;
                                                Principal Accounting Officer

DATE                                            November 12, 1998


MOBIL                               - 22 -

<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                               - 23 -

<PAGE>