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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 June 30, 1999


                      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 July 30, 1999, the
latest practicable date, was 783,084,969.
  ------------------------------------------------------------




                          MOBIL CORPORATION

                              Form 10-Q
                          Quarterly Report
                            June 30, 1999

                          TABLE OF CONTENTS

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

   PART I - FINANCIAL INFORMATION                             Page

    Item 1.  Condensed Consolidated Financial Statements
               Consolidated Statement of Income for the
                 Three and Six Months Ended
                 June 30, 1998 and 1999 .......................  1
               Consolidated Balance Sheet at December 31, 1998
                 and June 30, 1999 ............................  2
               Consolidated Statement of Cash Flows for the
                 Six Months Ended June 30, 1998 and 1999 ......  3
               Segment Information ............................  4
               Notes to Condensed Consolidated Financial
                 Statements ...................................  5

    Item 2.  Management's Discussion and Analysis of Results
               of Operations and Financial Condition ..........  8


   PART II - OTHER INFORMATION

    Item 1.  Legal Proceedings ................................ 20
    Item 2.  Changes in Securities ............................ 21
    Item 3.  Defaults Upon Senior Securities .................. 21
    Item 4.  Submission of Matters to a Vote of Security
               Holders ........................................ 21
    Item 5.  Other Information ................................ 22
    Item 6.  Exhibits and Reports on Form 8-K ................. 22

   SIGNATURE .................................................. 23

   EXHIBIT INDEX .............................................. 24

   Exhibit 12.  Computation of Ratio of Earnings to Fixed
                   Charges .................................... 25
   ----------------------------------------------------------------



<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 Six Months
                                             Ended June 30,  |   Ended June 30,
                                          ------------------ | -----------------
                                           1998     1999     |   1998     1999
                                          -------  -------   | --------  -------
Revenues                                                     |
  Sales and services (a) .................$13,023  $13,966   |  $26,411  $25,957
  Income from equity affiliates ..........     55      120   |      181      203
  Income from asset sales, interest                          |
    and other ............................    155      160   |      271      269
                                          -------  -------   |  -------  -------
                                                             |
    Total Revenues ....................... 13,233   14,246   |   26,863   26,429
                                          -------  -------   |  -------  -------
Costs and Expenses                                           |
  Crude oil, products and operating                          |
    supplies and expenses ................  8,074    8,823   |   16,477   16,233
  Exploration expenses ...................     97      130   |      171      221
  Selling and general expenses ...........    939      953   |    1,873    1,752
  Depreciation, depletion and amortization    621      600   |    1,220    1,197
  Interest and debt discount expense .....     30       77   |      123      159
  Taxes other than income taxes (a) ......  2,438    2,647   |    4,731    5,140
  Income taxes ...........................    392      267   |      921      514
                                          -------  -------   |  -------  -------
    Total Costs and Expenses ............. 12,591   13,497   |   25,516   25,216
                                          -------  -------   |  -------  -------
Net Income ...............................$   642  $   749   |  $ 1,347  $ 1,213
                                          =======  =======   |  =======  =======
                                                             |
Net Income Per Common Share ..............$  0.81  $  0.95   |  $  1.69  $  1.54
                                          =======  =======   |  =======  =======
  Assuming Dilution ......................$  0.79  $  0.93   |  $  1.65  $  1.51
                                          =======  =======   |  =======  =======
Dividends Per Common Share ...............$  0.57  $  0.57   |  $  1.14  $  1.14
                                          =======  =======   |  =======  =======
                                                             |
                                                             |
                                                             |
--------------                                               |
                                                             |
(a) Includes excise and state gasoline                       |
      taxes of ...........................$ 1,543  $ 1,542   |  $ 2,894  $ 2,974


              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,   June 30,
                                     ASSETS                    1998       1999
                                                             -------    -------
Current Assets
  Cash and cash equivalents ................................ $   714    $   693
  Accounts and notes receivable ............................   5,518      5,752
  Inventories ..............................................   1,911      2,076
  Prepaid expenses and other current assets ................     520        551
  Deferred income taxes ....................................      68         80
                                                             -------    -------
    Total Current Assets ...................................   8,731      9,152

Investments and Long-Term Receivables ......................   8,490      8,329

Properties, Plants and Equipment ...........................  48,681     49,230
Less: Accumulated Depreciation, Depletion and Amortization .  23,954     24,304
                                                             -------    -------
Net Properties, Plants and Equipment .......................  24,727     24,926

Deferred Charges and Other Assets ..........................     806        827
                                                             -------    -------
    Total Assets ........................................... $42,754    $43,234
                                                             =======    =======

                      LIABILITIES AND SHAREHOLDERS' EQUITY

Current Liabilities
  Short-term debt .......................................... $ 3,982    $ 5,425
  Accounts payable .........................................   3,707      3,910
  Accrued liabilities ......................................   2,943      2,574
  Income, excise, state gasoline and other taxes payable ...   1,986      1,867
  Deferred income taxes ....................................     328        330
                                                             -------    -------
    Total Current Liabilities ..............................  12,946     14,106

Long-Term Debt .............................................   3,719      3,723
Reserves for Employee Benefits .............................   2,060      1,964
Accrued Restoration, Removal and Environmental Costs .......   1,011      1,003
Deferred Credits and Other Noncurrent Obligations ..........   1,021        740
Deferred Income Taxes ......................................   3,254      3,011
Minority Interest in Subsidiary Companies ..................     373         97
                                                             -------    -------
    Total Liabilities ......................................  24,384     24,644
                                                             -------    -------
Shareholders' Equity
  Preferred stock (ESOP-related) -- shares issued and
    outstanding: 164,986 at December 31, 1998 and
    161,111 at June 30, 1999 ...............................     641        626
  Unearned employee compensation and benefit
    plan trust .............................................    (668)      (647)
  Common stock -- $1.00 par value; shares authorized:
    1,200,000,000; shares issued: 897,947,485 at
    December 31, 1998 and 900,417,716 at June 30, 1999 .....     898        900
  Capital surplus ..........................................   1,649      1,721
  Earnings retained in the business ........................  20,534     20,831
  Accumulated other nonowners' equity ......................  (1,058)    (1,215)
  Common stock held in treasury, at cost -- shares:
    117,414,000 at December 31, 1998 and June 30, 1999 .....  (3,626)    (3,626)
                                                             -------    -------
    Total Shareholders' Equity .............................  18,370     18,590
                                                             -------    -------
Total Liabilities and Shareholders' Equity ................. $42,754    $43,234
                                                             =======    =======



             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 Six Months
                                                              Ended June 30,
                                                           -------------------

                                                              1998        1999
                                                           -------     -------
Cash Flows from Operating Activities
  Net Income .........................................     $ 1,347     $ 1,213
  Adjustments to reconcile to net cash from
    operating activities:
      Depreciation, depletion and amortization .......       1,220       1,197
      Deferred income taxes ..........................         (37)       (211)
      Earnings less (greater)than distributions from
        equity affiliates ............................         128          (6)
      Exploration expenses (includes noncash
        charges:  1998-$11; 1999-$27) ................         171         221
      Gain on sales of properties, plants and
        equipment and other assets ...................         (64)        (50)
      Increase in working capital items ..............      (1,068)       (683)
      Other, net .....................................         (48)          7
                                                           -------     -------
Net Cash from Operating Activities ...................       1,649       1,688
                                                           -------     -------
Cash Flows from Investing Activities
  Capital and exploration expenditures ...............      (2,008)     (1,808)
  Proceeds from sales of properties, plants and
    equipment and other assets .......................         170          72
  Payments attributable to investments and
    long-term receivables ............................        (247)       (333)
                                                           -------     -------
Net Cash Used in Investing Activities ................      (2,085)     (2,069)
                                                           -------     -------
Cash Flows from Financing Activities
  Cash dividends .....................................        (916)       (916)
  Proceeds from borrowings having original
    terms greater than three months ..................         620         968
  Repayments of borrowings having original
    terms greater than three months ..................        (588)     (1,196)
  Increase in other borrowings .......................       1,746       1,733
  Increase/(decrease)in minority interest ............          25        (275)
  Proceeds from issuance of common stock .............          58          74
  Purchase of common stock for treasury ..............        (277)         -
                                                           -------     -------
Net Cash Provided by Financing Activities ............         668         388
                                                           -------     -------
Effect of Exchange Rate Changes on Cash and
  Cash Equivalents ...................................           5         (28)
                                                           -------     -------
Net Increase/(Decrease) in Cash and Cash Equivalents .         237         (21)
Cash and Cash Equivalents - Beginning of Period ......         820         714
                                                           -------     -------
Cash and Cash Equivalents - End of Period ............     $ 1,057    $    693
                                                           =======     =======


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

MOBIL                               - 3 -

<PAGE>



                                MOBIL CORPORATION
                               SEGMENT INFORMATION
                                  (In millions)

                                         For the Three Months|For the Six Months
                                            Ended June 30,   |  Ended June 30,
                                           ----------------- | ---------------
                                           1998(1)    1999   | 1998(1)   1999
                                           --------  ------  |--------  ------
Revenues by Segment                                          |
                                                             |
  Exploration & Producing--  Third Party ..  $ 1,472 $ 1,404 |$ 3,075  $ 2,742
                         --  Intersegment..      582     871 |  1,327    1,479
  Marketing & Refining   --  Third Party ..   11,070  12,225 | 22,359   22,478
                         --  Intersegment..      105     208 |    351      294
  Chemical               --  Third Party ..      661     601 |  1,362    1,147
                         --  Intersegment..       76      74 |    146      139
  Corporate and Other .....................       30      16 |     67      62
  Intersegment Elimination ................     (763) (1,153)| (1,824)  (1,912)
                                             ------- ------- | ------  -------
                                                             |
     Total Revenues .......................  $13,233 $14,246 |$26,863  $26,429
                                             ======= ======= |=======  =======
 (1) Prior year data reclassified to conform with current year presentation.




INVESTMENT SPENDING
 (In millions)                          Second Quarter       First Six Months

 Capital and Exploration Expenditures     1998    1999          1998     1999
                                         -----   -----         -----    -----
                                                           |
   Exploration & Producing  - U.S. ...  $  174  $   69     |  $  272   $  148
                            - Intl. ..     765     717     |   1,266    1,385
                                                           |
   Marketing & Refining     - U.S. ...     103      56     |     163       96
                            - Intl. ..      70      39     |     113       74
                                                           |
 Chemical ............................      70      21     |      96       63
                                                           |
 Other ...............................      70      21     |      98       42
                                        ------  ------     |  ------   ------
   Total Capital and Exploration                           |
     Expenditures ....................  $1,252  $  923     |  $2,008   $1,808
                                        ------  ------     |  ------   ------
 Cash Investments in Equity Companies      255     100     |     352      444
                                        ------  ------     |  ------   ------
 Total Investment Spending ...........  $1,507  $1,023     |  $2,360   $2,252
                                        ======  ======     |  ======   ======
------------------------------                             |
 Memo:                                                     |
 Exploration Expenses charged                              |
   to income, included above                               |
                            - U.S. ...  $   32  $   25     |  $   49   $   48
                            - Intl. ..      65     105     |     122      173
                                        ------  ------     |  ------   ------
     Total Exploration Expenses ......  $   97  $  130     |  $  171   $  221
                                        ======  ======     |  ======   ======






Note:  Results of operations by segment are presented on page 8.




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

MOBIL                              - 4 -


<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, 1998.

  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 Nonowners' Equity

  The  components  of changes in nonowners'  equity,  net of related tax for the
three months and six months ended June 30, 1998 and 1999,  respectively,  are as
follows:
--------------------------------------------------------------------------------

(In millions)                                    Three Months  |    Six Months
                                                Ended June 30, |  Ended June 30,
                                                --------------    --------------
                                                 1998    1999  |   1998    1999
                                               ------  ------  | ------  ------
 Net Income .................................. $  642  $  749  | $1,347  $1,213
 Foreign currency translation adjustments ....   (195)     14  |   (173)    157
                                                -----   -----  |  -----   -----
 Changes in nonowners' equity ................ $  447  $  763  | $1,174  $1,370
                                                =====   =====  |  =====   =====
   -----------------------------------------------------------------------------


MOBIL                                - 5 -


<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 Six Months
                                                          Ended June 30,
                                                      --------------------
                                                          1998      1999
      Changes in Working Capital Items
      (Increases)/decreases

       Accounts and notes receivable ................. $   672   $  (388)
       Inventories ...................................    (180)     (144)
       Prepaid expenses and other current assets .....     (57)      (36)
       Accounts payable ..............................    (905)      297
       Accrued liabilities ...........................    (346)     (321)
       Income, excise, state gasoline and
         other taxes payable .........................    (252)      (91)
                                                       -------   --------
       Increase in working capital items ............. $(1,068)  $(  683)
                                                       =======   ========

4.  Net Income per Share

(In millions, except for per-share amounts; number of shares in thousands)

                                                           For the Three Months
                                                              Ended June 30,
                                                           --------------------
                                                              1998      1999
                                                             -----     -----
Net Income ..............................................  $   642   $   749
Less: dividends on preferred stock ......................       12        12
                                                           -------   -------
Adjusted net income applicable to common shares .........  $   630   $   737
                                                           =======   =======
Weighted average number of basic common shares
  outstanding ...........................................  781,572   775,264
                                                           =======   =======
Net income per common share .............................  $  0.81   $  0.95
                                                           =======   =======

Net Income ..............................................  $   642   $   749
Less: additional contribution to ESOP ...................        1         2
Less: Stock Appreciation Rights compensation
        (expense) income ................................        -        (3)
                                                           -------   -------
Adjusted net income applicable to common shares .........  $   641   $   750
                                                           =======   =======
Weighted average number of basic common shares
  outstanding ...........................................  781,572   775,264
Issuable on assumed exercise of stock options ...........   12,682    15,175
Assumed conversion of preferred stock ...................   16,857    16,156
                                                           -------   -------
     Total ..............................................  811,111   806,595
                                                           =======   =======
Net income per common share -- assuming dilution ........  $  0.79   $  0.93
                                                           =======   =======

MOBIL                                 - 6 -


<PAGE>



4.  Net Income per Share (concluded)

(In millions, except for per-share amounts; number of shares in thousands)

                                                            For the Six Months
                                                              Ended June 30,
                                                           -------------------
                                                              1998      1999
                                                             -----     -----
Net Income ..............................................  $ 1,347   $ 1,213
Less: dividends on preferred stock ......................       25        24
                                                           -------   -------
Adjusted net income applicable to common shares .........  $ 1,322   $ 1,189
                                                           =======   =======
Weighted average number of basic common shares
  outstanding ...........................................  781,843   774,503
                                                           =======   =======
Net income per common share .............................  $  1.69   $  1.54
                                                           =======   =======

Net Income ..............................................  $ 1,347   $ 1,213
Less: additional contribution to ESOP ...................        3         3
Less: Stock Appreciation Rights compensation
        (expense) income ................................        4        (3)
                                                           -------   -------
Adjusted net income applicable to common shares .........  $ 1,340   $ 1,213
                                                           =======   =======
Weighted average number of basic common shares
  outstanding ...........................................  781,843   774,503
Issuable on assumed exercise of stock options ...........   11,898    13,956
Assumed conversion of preferred stock ...................   16,929    16,254
                                                           -------   -------
     Total ..............................................  810,670   804,713
                                                           =======   =======
Net income per common share -- assuming dilution ........  $  1.65   $  1.51
                                                           =======   =======




MOBIL                                - 7 -

<PAGE>



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

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

   REPORTED EARNINGS             Second Quarter       |First Six Months
     (In millions)               _____________ Incr./ |_________________ Incr./
                                              (Decr.) |                 (Decr.)
                                  1998   1999         |   1998    1999
                                  ----   ----  -----      ----    ----  ------
  Exploration & Producing                             |
      -- United States ..........$  44  $  82  $  38  | $  124  $  105  $  (19)
      -- International ..........  191    419    228  |    501     627     126
                                 -----  -----  -----  | ------  ------  ------
  Total Exploration & Producing .  235    501    266  |    625     732     107
                                 -----  -----  -----  | ------  ------  ------
                                                      |
  Marketing & Refining                                |
      -- United States ..........  194    198      4  |    280     288       8
      -- International ..........  210    122    (88) |    439     323    (116)
                                 -----  -----  -----  | ------  ------  ------
  Total Marketing & Refining.....  404    320    (84) |    719     611    (108)
                                 -----  -----  -----  | ------  ------  ------
                                                      |
  Chemical ......................   58     24    (34) |    125      30     (95)
                                                      |
  Corporate and Financing (a)....  (55)   (96)   (41) |   (122)   (160)    (38)
                                 -----  -----  -----  | ------  ------  ------
                                                      |
  Net Income ....................$ 642  $ 749  $ 107  | $1,347  $1,213  $ (134)
                                 =====  =====  =====  | ======  ======  ======
 -------------------------------------------------------------------------------

   OPERATING EARNINGS            Second Quarter       |First Six Months
     (Adjusted for Special Items)_____________ Incr./ |_________________ Incr./
        (In millions)                         (Decr.) |                 (Decr.)
                                  1998   1999         |   1998    1999
                                  ----   ----  -----      ----    ----   -----
  Exploration & Producing                             |
      -- United States ..........$  44  $  82  $  38  | $  124  $  105  $  (19)
      -- International ..........  191    300    109  |    501     508       7
                                 -----  -----  -----  | ------  ------  ------
  Total Exploration & Producing .  235    382    147  |    625     613     (12)
                                 -----  -----  -----  | ------  ------  ------
                                                      |
  Marketing & Refining                                |
      -- United States ..........  194    198      4  |    280     288       8
      -- International ..........  223    122   (101) |    462     323    (139)
                                 -----  -----  -----  | ------  ------  ------
  Total Marketing & Refining.....  417    320    (97) |    742     611    (131)
                                 -----  -----  -----  | ------  ------  ------
                                                      |
  Chemical ......................   58     24    (34) |    125      30     (95)
                                                      |
  Corporate and Financing (a)....  (55)   (76)   (21) |   (122)   (133)    (11)
                                 -----  -----  -----  | ------  ------  ------
  Income Excluding Special Items.  655    650     (5) |  1,370   1,121    (249)
                                                      |
  Special Items (table on page 9)  (13)    99    112  |    (23)     92     115
                                 -----  -----  -----  | ------  ------  ------
  Net Income ....................$ 642  $ 749  $ 107  | $1,347  $1,213  $ (134)
                                 =====  =====  =====  | ======  ======  ======
 -------------------------------------------------------------------------------

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



MOBIL                                - 8 -


<PAGE>



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

  SPECIAL ITEMS                          Second Quarter  |  First Six Months
    (In millions)                       ---------------- | ------------------
                                          1998    1999   |    1998     1999
                                          ----    ----        ----     ----
                                                         |
    Deferred Tax Benefit .............. $   -    $ 141   |   $  -     $ 141
    Exxon Mobil Merger-Related Costs        -      (20)  |      -       (27)
    Asset Impairment/Write-off              -      (22)  |      -       (22)
    Restructuring .....................    (13)     -    |     (23)      -
                                         -----   -----   |   -----    -----
    Total Special Items ...............  $ (13)  $  99   |   $ (23)   $  92
                                         =====   =====       =====    =====
--------------------------------------------------------------------------------
CONSOLIDATED RESULTS OVERVIEW

SECOND QUARTER 1999 COMPARED WITH SECOND QUARTER 1998

  Consolidated  second quarter net income was $749 million,  an increase of $107
million from the $642 million reported for the second quarter of 1998.  Earnings
per common share, assuming dilution,  for the second quarter of 1999 were $0.93,
compared with $0.79 for the second  quarter of 1998.  Special items  included in
this year's second quarter were a $141 million upstream tax benefit in Indonesia
offset by charges of $22 million for the  write-off  of an upstream  property in
Venezuela and $20 million for costs related to the proposed  Exxon Mobil merger.
The  second  quarter  of  1998  included  special  charges  of $13  million  for
implementation   expenses  associated  with  the  Mobil-British  Petroleum  (BP)
downstream alliance.  Excluding special items from both periods,  second quarter
1999 operating earnings of $650 million were essentially unchanged from the $655
million earned in the same period last year.

  Industry fundamentals lowered this year's second quarter results by about $110
million  versus the  comparable  period last year.  Higher crude oil prices were
more than  offset by lower  worldwide  natural  gas  prices,  weaker  margins in
refining and marketing,  especially in Mobil's international  markets, and lower
petrochemical  margins.  However,  Mobil's ongoing self-help  programs generated
about  $140  million  of  benefits,  thereby  offsetting  the  impact  of  these
unfavorable industry fundamentals and higher exploration expenses.

  The  Upstream  benefited  from  higher  worldwide  crude oil  prices and lower
operating  expenses.  Mobil  continued  to see the benefits  from its  refocused
investment  program,  which  resulted in lower new business  expenses,  and from
asset  rationalization  synergies,  such as the swap done  with Arco last  year.
These  benefits  were offset  somewhat  by higher  exploration  expenses,  lower
natural gas prices and a 3% decline in production  versus the second  quarter of
last year.  Higher volumes from key growth areas in Eastern  Canada  (Hibernia),
Equatorial Guinea,  Kazakhstan  (Tengiz) and Nigeria (Oso NGL project) were more
than offset by the impact of anticipated contractual reductions in Indonesia and
natural field declines in mature areas.

  In the Downstream,  Mobil's U.S.  operations  achieved record earnings for the
quarter as benefits from expense initiatives, strong refining performance, sales
volume growth and higher lube income more than offset lower industry margins. In
the  international  area,  earnings  declined  significantly as refining margins
continued to collapse in the face of product oversupply. Additionally, marketing
margins eroded as product prices lagged the increase in crude oil costs and were
impacted  by  competitive  pressures  in  several  markets.   Again,  continuing
self-help  improvements,   particularly  in  Asia-Pacific,   helped  offset  the
deterioration in industry fundamentals.


MOBIL                              - 9 -


<PAGE>

CONSOLIDATED RESULTS OVERVIEW - continued

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

  Crude oil prices,  after deteriorating during the entire year of 1998 and most
of the first  quarter of 1999,  have  recently  shown  significant  improvement.
However,  international  refining and marketing margins remain depressed,  as do
margins for most of Mobil's petrochemical  business.  Industry fundamentals,  as
reflected in these price and margin swings,  continue to be unpredictable in the
near term.  Therefore,  Mobil will continue to focus on self-help initiatives to
sustain and grow earnings.

  Worldwide revenues in the second quarter of 1999 of $14,246 million were
$1,013 million  higher than revenues in the second  quarter of 1998,  reflecting
the  effects of higher  worldwide  average  crude oil prices and higher  overall
worldwide sales volumes.  These increases were somewhat offset by the effects of
lower worldwide  average natural gas prices,  lower petroleum product prices and
lower petrochemical prices.

  Crude oil,  products and  operating  supplies  and expenses  increased by $749
million to $8,823  million,  primarily due to higher crude oil prices and higher
overall sales volumes,  slightly offset by lower  worldwide  natural gas prices,
petroleum   product   prices  and   petrochemicals   prices  as  well  as  lower
volume-related expenses. Taxes other than income taxes increased $209 million to
$2,647 million, mainly due to the effects of higher sales volumes,  particularly
in the U.S.  and  Japan.  Income  tax  expense  decreased  $125  million to $267
million,  mainly  due to a  deferred  tax  benefit  of $141  million  related to
recovery of exploration expenses incurred in prior years.


FIRST SIX MONTHS 1999 COMPARED WITH FIRST SIX MONTHS 1998

  Mobil's  first half 1999 net income was $1,213  million,  compared with $1,347
million  for the same  period in 1998.  This  year's net income  included a $141
million  upstream tax benefit  related to our operations in Indonesia  offset by
special  charges of $27 million for costs  related to the  proposed  Exxon Mobil
merger and $22 million for the  write-off of an upstream  property in Venezuela.
First half 1998 net income included  special charges of $23 million for Mobil-BP
European downstream alliance implementation costs.

  Excluding special items,  first half operating earnings of $1,121 million were
down $249 million,  or 18%, from the comparable  period in 1998. The decline was
primarily  due  to  lower  worldwide  natural  gas  prices,  higher  exploration
expenses, lower downstream margins in all major markets and lower petrochemicals
margins. Lower expenses, better refinery performance and benefits from self-help
initiatives partly offset the effects of these negative factors.

  Six month 1999 revenues of $26,429 million were $434 million lower than
revenues  in the same  period  of 1998  primarily  due to the  effects  of lower
average worldwide natural gas and petroleum product prices. Petrochemical prices
were also  lower.  These  decreases  were  partly  offset by  effects  of higher
worldwide crude oil prices and overall sales volumes.


MOBIL                              - 10 -


<PAGE>


CONSOLIDATED RESULTS OVERVIEW - continued

  Crude oil,  products and  operating  supplies  and expenses  decreased by $244
million to $16,233  million,  primarily due to lower  worldwide  natural gas and
petroleum  product prices,  partially offset by lower  volume-related  expenses.
Selling and general  expenses  decreased $121 million to $1,752 million,  mainly
due to benefits from cost reduction  initiatives.  Taxes other than income taxes
increased  $409 million to $5,140  million,  mainly due to the effects of higher
sales volumes,  particularly in the U.S. and Japan. Income tax expense decreased
$407  million to $514  million,  due to a lower  level of  pre-tax  income and a
deferred tax benefit of $141 million related to recovery of exploration expenses
incurred in prior years.






MOBIL                               - 11 -


<PAGE>



Exploration and Producing
-------------------------
Exploration and Producing
  Selected Operating Data             Second Quarter         First Six Months
                                 -----------------------   ---------------------
                                          Incr./(Decr.)            Incr./(Decr.)
                                          -------------           -------------
                                 1998   1999   Vol.  %    1998   1999   Vol.  %
                                 ----   ----  ---- ----   ----   ---- ----- ---
Net Crude Oil and NGL                                  |
  Production (TBD)   - U.S. ..    242    243     1   - |   241    243     2   1
                     - Intl. .    677    705    28   4 |   679    709    30   4
                                -----  ----- -----     | -----  ----- -----
    Total ....................    919    948    29   3 |   920    952    32   3
                                =====  ===== =====     | =====  ===== =====
Net Natural Gas                                        |
  Production (MMCFD) - U.S. ..  1,119    863  (256)(23)| 1,121    882  (239)(21)
                     - Intl.(a) 3,074  2,875  (199) (6)| 3,323  3,032  (291) (9)
                                -----  ----- -----     | -----  ----- -----
    Total ....................  4,193  3,738  (455)(11)| 4,444  3,914  (530)(12)
                                =====  ===== =====     | =====  ===== =====
TOTAL NET PRODUCTION (TBDOE)..  1,679  1,625   (54) (3)| 1,725  1,661   (64) (4)
                                =====  ===== =====     | =====  ===== =====
--------------------------------------------------------------------------------
(a) Year-to-date production reflects a downward restatement of Indonesia first
quarter 1998.

SECOND QUARTER 1999 COMPARED WITH SECOND QUARTER 1998

  Exploration and Producing net income was $501 million in the second quarter of
1999 versus last year's income of $235 million.  This quarter's results included
a special  deferred  tax  benefit of $141  million  related to the  recovery  of
exploration expenses incurred in prior years partially offset by a charge of $22
million for the write-off of a property in Venezuela. Last year's income did not
include any specials items.  Excluding special items from both years,  operating
earnings of $382 million were $147 million higher than last year's $235 million.

  In the United States,  operating earnings of $82 million increased $38 million
as higher  crude oil prices and lower  operating  expenses  were only  partially
offset by lower natural gas prices and lower natural gas production.

  International  operating  earnings of $300 million  were $109 million  higher,
primarily  reflecting  an  increase  in crude oil  prices  and  lower  operating
expenses.  These  benefits  were partly offset by higher  exploration  expenses,
lower  natural gas prices and lower  production.  The effects of higher  volumes
from the key  growth  areas in Eastern  Canada  (Hibernia),  Equatorial  Guinea,
Kazakhstan  (Tengiz) and Nigeria (Oso NGL project)  were more than offset by the
impact  of  anticipated  contractual  reductions  in  Indonesia,  natural  field
declines in mature areas and increased maintenance in the North Sea.


FIRST SIX MONTHS 1999 COMPARED WITH FIRST SIX MONTHS 1998

  Exploration  and Producing net income of $732 million was $107 million  higher
than last year.  The increase was mainly due to lower  operating  expenses and a
$141  million  deferred  tax  benefit  related to the  recovery  of  exploration
expenses  incurred in prior years.  This increase was offset  somewhat by higher
exploration expenses and lower natural gas prices and production. The effects of
higher liquids  volumes from the key growth areas in Eastern Canada  (Hibernia),
Equatorial Guinea,  Kazakhstan  (Tengiz) and Nigeria (Oso NGL project) were more
than  offset by the impact on natural  gas  volumes of  anticipated  contractual
reductions in Indonesia and natural field declines in mature areas.


MOBIL                              - 12 -




<PAGE>


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

  Marketing and Refining            Second Quarter           First Six Months
   Selected Operating Data                  Incr./(Decr.)          Incr./(Decr.)
                                  1998    1999  Vol.  %    1998   1999  Vol.  %
                                 -----   -----  ---  --   -----  -----  ---  --
  Petroleum Product
    Sales (TBD)(a)   - U.S. ...  1,452   1,537   85   6 | 1,406  1,502   96   7
                     - Intl.(b)  1,915   1,896  (19) (1)| 1,941  1,958   17   1
                                 -----   -----  ---     | -----  -----  ---
       Total ..................  3,367   3,433   66   2 | 3,347  3,460  113   3
                                 =====   =====  ===     | =====  =====  ===
                                                        |
  Refinery Runs (TBD)                                   |
                     - U.S. ...    941     804 (137)(15)|   921    792 (129)(14)
                     - Intl.(b)  1,230   1,270   40   3 | 1,265  1,294   29   2
                                 -----   -----  ---     | -----  -----  ---
       Total ..................  2,171   2,074  (97) (4)| 2,186  2,086 (100)  5
                                 =====   =====  ===     | =====  =====  ===

  (a) Includes supply/other sales
  (b) Includes Mobil's share for the European alliance with BP.
--------------------------------------------------------------------------------

SECOND QUARTER 1999 COMPARED WITH SECOND QUARTER 1998

  Marketing  and Refining  net income was $320 million in the second  quarter of
1999  versus $404  million for the same period last year.  There were no special
items  recorded in the second  quarter of 1999;  however,  the second quarter of
1998 included special charges of $13 million for implementation costs related to
the Mobil-BP  alliance.  Excluding  special  items,  operating  earnings of $320
million were $97 million lower than in 1998.

  Operating  earnings in the United States were $198 million,  $4 million higher
than last year's  record second  quarter  results,  in spite of the  unfavorable
impact of lower industry  margins.  This quarter's  results benefited from lower
operating expenses,  continued strong refinery  performance,  3% higher gasoline
trade sales and increased lube income.

  International  operating earnings of $122 million were $101 million lower than
in 1998.  In  Asia-Pacific  and  Europe,  earnings  were  lower  mainly due to a
significant  deterioration  in both  refining and  marketing  margins.  Earnings
benefited  from  performance  initiatives  in all regions and  continued  strong
refinery performance; however, these were not enough to offset the deterioration
in industry fundamentals.

FIRST SIX MONTHS 1999 COMPARED WITH FIRST SIX MONTHS 1998

  Marketing and Refining net income was $611 million for the first six months of
1999 compared  with net income of $719 million last year.  Excluding $23 million
of special  charges in 1998 for  implementation  costs  related to the  Mobil-BP
alliance,  operating  earnings of $611 million were $131 million lower than last
year. Earnings were lower due to the effects of lower international refining and
marketing margins offset somewhat by benefits from performance initiatives.


MOBIL                                - 13 -


<PAGE>



Chemical
--------
SECOND QUARTER AND FIRST SIX MONTH COMPARISONS OF 1999 WITH 1998

  Chemical  net income of $24  million  was $34  million  lower than last year's
second  quarter.  In the first six months of 1999,  Chemical  net income was $30
million compared with $125 million in the same period last year. The decrease in
both periods reflects lower polyethylene and paraxylene  margins,  partly offset
by the effect of higher volumes and lower operating expenses.

Corporate and Financing

SECOND QUARTER AND FIRST SIX MONTH COMPARISONS OF 1999 WITH 1998

  Corporate and  Financing net expense was $96 million in the second  quarter of
1999 compared  with $55 million in the same period last year.  For the first six
months of 1999,  Corporate  and  Financing  net  expense was $160  million,  $38
million  higher than last year.  The increase is mainly due to higher  financing
expenses  related to an  increase  in average  net debt  balances  and timing of
expenses.

DISCUSSION OF FINANCIAL CONDITION

  Total current assets as of June 30, 1999 were $9,152  million,  an increase of
$421 million from  December 31, 1998.  Accounts and notes  receivable  increased
$234 million to $5,752  million,  primarily due to the effects of higher average
crude oil prices  offset  somewhat by lower  worldwide  natural  gas,  petroleum
products   and   petrochemical   prices  and   unfavorable   currency   impacts.
Additionally,  inventories  were up  mainly  due to a  seasonal  build  of light
products and gas liquids, partly offset by currency effects.

  Total debt of Mobil and its  subsidiaries  was $9,148 million,  $1,447 million
higher  than at  year-end  1998,  reflecting  capital  expenditures  and working
capital requirements. The debt-to-capitalization ratio was 33% at June 30, 1999,
up from 29% at year-end 1998.

  Accounts  payable  increased  $203 million  primarily  due to higher  purchase
prices  for  crude  oil  offset  by lower  prices  for  petroleum  products  and
unfavorable  currency impacts.  Income,  excise,  state gasoline and other taxes
payable  decreased  $119  million  mainly due to timing of  payment of  Japanese
gasoline taxes.

  Shareholders'  equity  rose $220  million  during the first six months of 1999
primarily  due to an  increase  of $297  million  in  earnings  retained  in the
business and an increase in capital surplus of $72 million. Partially offsetting
the  increase  in retained  earnings  was the  reduction  in  accumulated  other
nonowners' equity reflecting a strengthening U.S. dollar in certain countries in
which the company has significant operations ($157 million).

  Total investment spending for the second quarter of 1999 was $1,023 million, a
decrease of $484 million from the comparable period last year. For the first six
months of 1999, worldwide investment spending was $2,252 million,  compared with
$2,360 million for six months of 1998.


MOBIL                             - 14 -

<PAGE>


DISCUSSION OF FINANCIAL CONDITION - continued

  Return on average capital employed for the twelve-month  period ended June 30,
1999 was 6.8%,  compared with 7.7% for the calendar year 1998. Return on average
shareholders'  equity was 8.2% for the twelve-month  period ended June 30, 1999,
compared with 9.0% for the calendar year 1998.

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

Current Developments

  In the second quarter of 1999, Mobil production from the Arun and other fields
and facilities in Aceh Province, North Sumatra, Indonesia,  averaged 964 million
cubic feet per day of natural gas and 30 thousand  barrels per day of condensate
and  liquefied  petroleum  gas.  During  recent  months,  there has been renewed
conflict  between the Aceh Merdeka (Free Aceh) movement and the  military/police
authorities  and there have been reported  threats to the fields and facilities.
Throughout  this period,  Mobil's production and operations have remained
unaffected. Mobil continues to monitor developments closely.


Restructuring

    In 1998, Mobil implemented new  restructuring  programs in Australia and New
Zealand,  and in Latin America,  to integrate fuels and lubes operations.  Mobil
recorded a provision of $50 million ($41 million after tax).  The balance in the
reserve at June 30, 1999 was $25 million.  The  reduction was mainly due to cash
outlays.

    In 1997,  Mobil and BP announced that the alliance  would  implement a major
restructuring of its lubricant oil refining business. Mobil recorded reserves in
1997 of $86 million ($82 million after tax). The amount remaining in the reserve
at June 30, 1999 was $29 million. The reduction was due to cash outlays.

    Also during 1997,  Mobil  initiated  two major cost savings  initiatives  in
Asia-Pacific,  one in Japan in response to the deregulated  business environment
and the other in  Australia.  At that  time,  Mobil  recorded  reserves  of $172
million ($107 million after tax).  The amount  remaining in the reserves at June
30, 1999 was $19 million. The reduction was due to cash outlays.


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; and Mobil's business relationships with third
parties (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


MOBIL                              - 15 -

<PAGE>




Year 2000 Project--continued

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  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
specializing  in resolving  year 2000  issues,  is nearly  complete,  with final
completion   expected  by  September  30,  1999,   and  Mobil   estimates   that
approximately 99% of the projects  comprising this work had been completed as of
June 30,  1999.  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. The major integrated software system in North America is
complete.  Mobil estimates that approximately 91% of the projects comprising the
work to upgrade and replace the other systems had been  completed as of June 30,
1999,  and all  such  projects  are  expected  to be  essentially  completed  by
September 30, 1999.

  The inventory and assessment and the strategy and planning  phases of the work
dealing with non-IT systems are essentially complete.The execution phase of this
work, much of which is being performed by the vendors of the products involved,


MOBIL                             - 16 -


<PAGE>


Year 2000 Project--continued

is expected to be completed by September 30, 1999,  and Mobil  estimates  that
approximately 91% of the projects  comprising this work had been completed as of
June 30, 1999. This brought the percentage of year 2000 compliant non-IT systems
in Mobil's inventory of materially important non-IT systems to approximately 98%
as of that date. The majority of the post-June 30, 1999 work dealing with non-IT
systems is either work whose timing must be coordinated with plant operations or
work to install  new  upgrades  from  vendors or to change  upgrades  previously
provided by vendors.

  The inventory and assessment phase of the work dealing with relationships with
external agents is complete. The communication and evaluation phase of this work
is also complete,  with all external agents whose  relationships Mobil judges to
be  materially  important  having  been  contacted  as of March  31,  1999.  The
follow-up  phase of this work (which  includes  contacting  again those external
agents from whom responses have not yet been received and developing contingency
plans relating to those external  agents whose  responses raise issues or who do
not respond) is being  undertaken  by the business  continuity  and  contingency
planning teams referred to below under "Risks and  Contingency  Plans." The work
of these teams will continue through the end of 1999.

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  $185 million (which amount includes about $10 million
for contingencies which will only be spent if unforeseen repairs are required in
late 1999 and/or early 2000),  of which the costs of dealing with IT systems are
expected to be about $168 million and the costs of dealing  with non-IT  systems
are expected to be about $17 million  (the costs of dealing  with  relationships
with  external  agents are expected to be minimal).  As of June 30, 1999,  about
$148 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 $280 million,
and as of June 30, 1999, about $255 million of these costs had been expended, of
which $87 million was expensed and  approximately  $168 million was capitalized.
Bookings of Project expenditures tend to lag completion of Project work, so that
the  percentages of the total  estimated  costs that have actually been expended
are lower than the  percentages  of the  Project  work that have  actually  been
completed.

  All Project costs are being funded with cash flows from  operations.  The $185
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 $280  million  which Mobil  estimates  will be expended on new
systems  that  improve  business  functionality  and in many cases  concurrently
provide year 2000 compliance,  approximately  $100 million is being expensed and
approximately $180 million is being capitalized.

  As a result of the Project, certain IT projects to improve business function-
ality have been reprioritized and accelerated while other such IT projects have


MOBIL                                - 17 -

<PAGE>



Year 2000 Project--continued

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.

  The failure or failures of systems for year 2000 reasons  could also give rise
to  liability  to third  parties.  Mobil has not yet  attempted  to  assess  the
potential  for such  liability,  and hence  cannot say  whether  such  liability
presents a material risk  independent  of the risk that such failure or failures
could have a material adverse effect on Mobil's results of operations, liquidity
and/or financial condition.

  To minimize the risks  associated  with the year 2000 issue referred to in the
second  preceding  paragraph,  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.  Mobil operates a portfolio
of diverse businesses which have facilities and operations  throughout the world
and are managed regionally. Mobil believes that the most reasonably likely worst
case  scenarios,  should  they  occur,  will be  encountered  at  facilities  or
operations  located in one or more of these regions.  Accordingly,  a risk-based
contingency  planning  process has been developed for execution by each business
unit in its unique  operating  environment,  focusing  on its  business-specific
risks.  Contingency  planning project leaders were trained in the process during
the first six weeks of 1999.  Teams in the  business  units are  developing  and
implementing  business continuity and contingency plans with a target completion
date of  September  30,  1999.  Mobil  also plans to adapt its  existing  crisis
response  model to  encompass  failures  for year  2000  reasons  of  materially
important  systems or  relationships  with external  agents,  and has undertaken
several  exercises  to  validate  the model in the  context of Year 2000  crisis
response. Additional exercises are planned for the second half of the year.

  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,

MOBIL                              - 18 -

<PAGE>



Year 2000 Project--concluded

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

  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
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


MOBIL                               - 19 -


<PAGE>


Forward-Looking Statements--concluded
-------------------------------------

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
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 April 30, 1999, a  previously-reported  matter,  in which the Environmental
Protection  Agency of South Australia issued an Information and Summons to Mobil
Refining  Australia  Pty Ltd  alleging  the  violation  of two  sections  of the
Environmental  Protection  Act, 1993 of South Australia by reason of a discharge
of a gas,  ethyl  mercapatan,  into the  environment,  was settled.  The maximum
penalty for an offense for a body  corporate is  Australian  dollar(A$)$250,000;
the matter was settled with a payment of a A$24,000 penalty and costs of A$644.

  On May 13,  1999,  the  New  Jersey  Department  of  Environmental  Protection
("NJDEP")  issued an  Administrative  Order and  Notice of Civil  Administrative
Penalty  Assessment  alleging  that  Mobil  Oil  Corporation's  operations  of a
formerly-owned  refinery  in  Paulsboro,  New  Jersey  had  violated  air permit
conditions. The NJDEP seeks a penalty of $111,600.

  On June 30,  1999,  the EPA issued a Notice and  Finding  of  Violation  which
alleged that Mobil Exploration and Producing U.S. Inc.'s operations of the Aneth
Field in Utah had violated the federal Clean Air Act, including  violations of a
Prevention  of  Significant  Deterioration  permit  and  the  National  Emission
Standards for  Hazardous  Air  Pollution  for asbestos.  No penalty has yet been
sought but the amount of the  penalty  that will likely be sought is expected to
exceed $200,000.

  On July 8, 1999, the Attorney General of the State of Illinois and the State's
Attorney for Will County, Illinois filed a Complaint and Motion for Immediate
and  Preliminary  Injunction  in the  Circuit  Court  for the  Twelfth  Judicial



MOBIL                               - 20 -

<PAGE>



Item 1. Legal Proceedings--concluded

District, Will County, Illinois, Chancery Division, alleging that a July 2, 1999
release of water and gas from the coker unit of Mobil Oil Corporation's Joliet,
Illinois refinery ("Release")  violated several provisions of the Illinois
Environmental Protection  Act ("Act"), created a public nuisance and violated a
1998 Consent Order. The Court granted Plaintiffs' Motion, which prohibited the
restart of the coker unit.  On July 12,  1999,  the parties  agreed to and the
Court  signed an Agreed Order for Preliminary  Injunction ("Order") (1) which
allowed the restart of the coker unit and (2) under which Mobil Oil Corporation
agreed to pay (a) up to $50,000 of Plaintiffs'  actual oversight costs in
connection with Plaintiffs' response  to the  Release,  (b) the costs  charged
by a  consultant  retained by Plaintiffs  ("Consultant")  for  services to the
date of the entry of the Order, and (c) the costs to be charged by the
Consultant  for up to two  man-months of services following entry of the Order.
Plaintiffs are seeking (1) up to $50,000 in  penalties  for  each  violation of
the  Act and  the  relevant  regulations thereunder,  (2) an additional penalty
of $10,000,  and (3) additional penalties and costs as the Court deems
appropriate.

  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.

  At the Annual  Meeting of the  Shareholders  of Mobil  Corporation  on May 27,
1999, the following matters were voted on:

  A proposal to approve and adopt the Agreement and Plan of Merger,  dated as of
December 1, 1998, among Mobil,  Exxon Corporation and a subsidiary of Exxon, was
approved  with  613,913,495  votes  for,  10,874,343   against,   and  3,387,746
abstentions.




MOBIL                                - 21 -

<PAGE>



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

  Shareholders  elected four  directors  for  three-year  terms  expiring at the
Annual Meeting in 2002 (or until completion of the merger, if earlier). The vote
tabulation for individual directors was:

      Directors                   Shares For                 Shares Withheld
      ---------                   ----------                 ---------------
Charles A. Heimbold, Jr.          691,180,092                   8,263,160
Samuel C. Johnson                 690,812,605                   8,630,647
Helene L. Kaplan                  690,798,105                   8,645,147
Aulana L. Peters                  687,918,444                  11,524,808

  Shareholders approved and ratified the appointment of Ernst & Young LLP as the
Company's  independent auditors by a vote of 693,323,891 for, 2,825,660 against,
and 3,290,272 abstentions.

  A shareholder  proposal calling for the Board of Directors to adopt a practice
of not voting proxies that are signed but unmarked was defeated with 561,358,775
votes against, 37,054,952 in favor and 29,777,701 votes abstained.

  A shareholder  proposal calling for the Board of Directors to provide a report
to  shareholders on the greenhouse gas emissions from Mobil's own operations was
defeated  with  557,660,811  votes  against,   30,469,215  votes  in  favor  and
39,998,418 votes abstained.

  The text of the above proposals is incorporated by reference to Items 1, 4 and
5 of Mobil's  definitive proxy statement dated April 5, 1999, filed with the SEC
pursuant to Regulation 14A on April 8, 1999.

Item 5.  Other Information.
  None.

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

  Exhibits.

    The following exhibits are filed with this report:

         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 second quarter:

       Date of 8-K                         Description of 8-K
       ----------------  -------------------------------------------------------
       June 14, 1999     Submitted a copy of a Form of Sale and Distribution
                         Agreement and a Form of Fixed Rate Medium-Term Note in
                         connection with the Registration Statement on Form S-3
                         (No. 333-67123) of the Mobil Oil Corporation Employee
                         Stock Ownership Plan Trust.

       July 23, 1999     Submitted a copy of the Mobil News Release issued
                         July 23, 1999, reporting Mobil's estimated earnings
                         for the second quarter of 1999.



MOBIL                                 - 22 -


<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                                                August 11, 1999









MOBIL                               - 23 -

<PAGE>




                                  EXHIBIT INDEX

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

  12.  Computation of Ratio of Earnings           Electronic
       to Fixed Charges

  27.  Financial Data Schedule                    Electronic











MOBIL                               - 24 -

<PAGE>