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

 
                                 FORM 10-Q

                             QUARTERLY REPORT

                   PURSUANT TO SECTION 13 or 15(d) OF THE
                       SECURITIES EXCHANGE ACT OF 1934

                For the quarterly period ended March 31, 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 April 30, 1999, the
latest practicable date, was 782,527,660.

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



                         MOBIL CORPORATION

                             Form 10-Q
                          Quarterly Report
                           March 31, 1999

                         TABLE OF CONTENTS


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

   PART I - FINANCIAL INFORMATION                             Page

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

    Item 2.  Management's Discussion and Analysis of Results
               of Operations and Financial Condition .......... 7

    Item 3.  Quantitative and Qualitative Disclosures
               About Market Risk ............................. 16
   PART II - OTHER INFORMATION

    Item  1. Legal Proceedings ............................... 16
    Item  2. Changes in Securities ........................... 17
    Item  3. Defaults Upon Senior Securities ................. 17
    Item  4. Submission of Matters to a Vote of Security
               Holders ....................................... 18
    Item  5. Other Information ............................... 18
    Item  6. Exhibits and Reports on Form 8-K ................ 18


   SIGNATURE ................................................. 19

   EXHIBIT INDEX ............................................. 19

     Exhibit 12.  Computation of Ratio of Earnings to Fixed
                    Charges .................................. 20
   ----------------------------------------------------------------------------






<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
                                                               Ended March 31,
                                                              -----------------
                                                                 1998     1999
                                                              -------   -------
Revenues
  Sales and services (a) ..................................... $13,388  $11,991
  Income from equity affiliates ..............................     126       83
  Income from asset sales, interest and other ................     116      109
                                                               -------  -------

    Total Revenues ...........................................  13,630   12,183
                                                               -------  -------
Costs and Expenses
  Crude oil, products and operating
    supplies and expenses ....................................   8,403    7,410
  Exploration expenses .......................................      74       91
  Selling and general expenses ...............................     934      799
  Depreciation, depletion and amortization ...................     599      597
  Interest and debt discount expense .........................      93       82
  Taxes other than income taxes (a) ..........................   2,293    2,493
  Income taxes ...............................................     529      247
                                                               -------  -------
    Total Costs and Expenses .................................  12,925   11,719
                                                               -------  -------


Net Income ................................................... $   705  $   464
                                                               =======  =======


Net Income Per Common Share .................................. $  0.88  $  0.58
                                                               =======  =======
Net Income Per Common Share -- assuming dilution ............. $  0.86  $  0.58
                                                               =======  =======

Dividends Per Common Share ................................... $  0.57  $  0.57
                                                               =======  =======


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

(a) Includes excise and state gasoline
      taxes of ............................................... $ 1,351  $ 1,432









           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,   Mar. 31,
                                     ASSETS                    1998       1999

Current Assets
  Cash and cash equivalents ................................ $   714    $   757
  Accounts and notes receivable ............................   5,518      5,522
  Inventories ..............................................   1,911      1,952
  Prepaid expenses and other current assets ................     520        565
  Deferred income taxes ....................................      68         71
                                                             -------    -------
    Total Current Assets ...................................   8,731      8,867

Investments and Long-Term Receivables ......................   8,490      8,331

Properties, Plants and Equipment, at cost...................  48,681     48,930
Less: Accumulated Depreciation, Depletion and Amortization .  23,954     24,147
                                                             -------    -------
Net Properties, Plants and Equipment .......................  24,727     24,783

Deferred Charges and Other Assets ..........................     806        815
                                                             -------    -------
    Total Assets ........................................... $42,754    $42,796
                                                             =======    =======

                      LIABILITIES AND SHAREHOLDERS' EQUITY

Current Liabilities
  Short-term debt .......................................... $ 3,982    $ 4,811
  Accounts payable .........................................   3,707      3,564
  Accrued liabilities ......................................   2,943      2,775
  Income, excise, state gasoline and other taxes payable ...   1,986      2,063
  Deferred income taxes ....................................     328        291
                                                             -------    -------
    Total Current Liabilities ..............................  12,946     13,504

Long-Term Debt .............................................   3,719      3,741
Reserves for Employee Benefits .............................   2,060      1,998
Accrued Restoration, Removal and Environmental Costs .......   1,011      1,002
Deferred Credits and Other Noncurrent Obligations ..........   1,021        798
Deferred Income Taxes ......................................   3,254      3,106
Minority Interest in Subsidiary Companies ..................     373        372
                                                             -------    -------
    Total Liabilities ......................................  24,384     24,521
                                                             -------    -------
Shareholders' Equity
  Preferred stock (ESOP-related) -- shares issued and
    outstanding: 164,986 at December 31, 1998 and
    162,725 at March 31, 1999 ..............................    641        633
  Unearned employee compensation and benefit
    plan trust .............................................   (668)      (658)
  Common stock -- $1.00 par value; shares authorized:
    1,200,000,000; shares issued: 897,947,485 at December 31,
    1998 and 899,327,950 at March 31, 1999 .................     898        899
  Capital surplus ..........................................   1,649      1,687
  Earnings retained in the business ........................  20,534     20,541
  Accumulated other nonowners' equity ......................  (1,058)    (1,201)
  Common stock held in treasury, at cost -- shares:
    117,414,000 at December 31, 1998 and 117,414,000 at
    March 31, 1999 .........................................  (3,626)    (3,626)
                                                             -------    -------
    Total Shareholders' Equity .............................  18,370     18,275
                                                             -------    -------
Total Liabilities and Shareholders' Equity ................. $42,754    $42,796
                                                             =======    =======


        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 Three Months
                                                             Ended March 31,
                                                           -------------------

                                                             1998        1999
                                                           -------     -------
Cash Flows from Operating Activities
  Net Income .........................................     $   705     $   464
  Adjustments to reconcile to net cash from
    operating activities:
      Depreciation, depletion and amortization .......         599         597
      Deferred income taxes ..........................         (42)       (134)
      Earnings less than dividends from
        equity affiliates ............................          13          16
      Exploration expenses (includes noncash
        charges:  1998-$6; 1999-$14) .................          74          91
      Gain on sales of properties, plants and
        equipment and other assets ...................         (33)        (11)
      Increase in working capital items...............        (779)       (331)
      Other, net .....................................          19         (14)
                                                           -------     -------
Net Cash from Operating Activities ...................         556         678
                                                           -------     -------
Cash Flows from Investing Activities
  Capital and exploration expenditures ...............        (756)       (885)
  Proceeds from sales of properties, plants and
    equipment and other assets .......................          98          26
  Payments attributable to investments and
    long-term receivables ............................        (147)       (264)
                                                           -------     -------
Net Cash Used in Investing Activities ................        (805)     (1,123)
                                                           -------     -------
Cash Flows from Financing Activities
  Cash dividends .....................................        (458)       (457)
  Proceeds from borrowings having original
    terms greater than three months ..................          52         482
  Repayments of borrowings having original
    terms greater than three months ..................        (441)       (760)
  Increase in other borrowings .......................       1,172       1,177
  Increase (decrease) in minority interest ...........           3          (1)
  Proceeds from issuance of common stock .............          38          39
  Purchase of common stock for treasury ..............        (206)         -
                                                           -------     -------
Net Cash Provided by Financing Activities ............         160         480
                                                           -------     -------
Effect of Exchange Rate Changes on Cash and
  Cash Equivalents ...................................           7           8
                                                           -------     -------
Net (Decrease) Increase in Cash and Cash Equivalents .         (82)         43
Cash and Cash Equivalents - Beginning of Period ......         820         714
                                                           -------     -------
Cash and Cash Equivalents - End of Period ............     $   738     $   757
                                                           =======     =======






       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
                                                             Ended March 31,
                                                           -------------------
                                                             1998 (1)    1999
                                                           -------     -------
Revenues by Segment

  Exploration & Producing  --  Third Party ............... $ 1,603     $ 1,338
                           --  Intersegment...............     745         608
  Marketing & Refining     --  Third Party ...............  11,288      10,253
                           --  Intersegment...............     247          86
  Chemical                 --  Third Party ...............     702         546
                           --  Intersegment...............      70          65
  Corporate and Other ....................................      37          46
  Intersegment Elimination ...............................  (1,062)     (  759)
                                                           -------     -------
  Total Revenues ......................................... $13,630     $12,183
                                                           =======     =======
(1) Prior year data reclassified to conform with current year presentation.


Investment Spending

Capital and Exploration Expenditures

  Exploration & Producing      - United States ..........  $    98     $    79
                               - International ..........      501         668

  Marketing & Refining         - United States ..........       60          40
                               - International ..........       43          35
 Chemical ...............................................       26          42

 Corporate and Other ....................................       28          21
                                                            ------      ------
 Total Capital and Exploration Expenditures .............      756         885
                                                            ------      ------
 Cash Investments in Equity Companies ...................       97         344
                                                            ------      ------

 Total Investment Spending ..............................  $   853     $ 1,229
                                                            ======     =======




Memo:

 Exploration expenses charged to income, included above:

                               - United States ..........  $    17     $    23
                               - International ..........       57          68
                                                            ------      ------
                                                           $    74      $   91
                                                            ======      ======





Note:  Results of operations by segment are presented on page 7.




MOBIL                                  - 4 -

<PAGE>





              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 ended March 31, 1998 and 1999, respectively, are as follows:


(In millions)                                            For the Three Months
                                                            Ended March 31,
                                                          -------------------
                                                            1998        1999
                                                          -------     -------
          Net Income .................................... $   705     $   464
          Foreign currency translation adjustments ......      22         143
                                                            -----       -----
          Changes in nonowners' equity .................. $   727     $   607
                                                            =====       =====


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 Three Months
                                                              Ended March 31,
                                                            --------------------
                                                               1998      1999
                                                              -----     -----
            Changes in Working Capital Items
            (Increases)/decreases

            Accounts and notes receivable .................   $ 421     $(118)
            Inventories ...................................    (104)     ( 58)
            Prepaid expenses and other current assets .....    (202)     ( 50)
            Accounts payable ..............................    (584)     ( 54)
            Accrued liabilities ...........................    (200)     (144)
            Income, excise, state gasoline and
              other taxes payable .........................    (110)       93
                                                              -----     -----
            Increase in working capital items .............   $(779)    $(331)
                                                              =====     =====


4.  Net Income per Share

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

                                                           For the Three Months
                                                               Ended March 31
                                                           --------------------
                                                              1998      1999
                                                             -----     -----
Net Income ..............................................  $   705   $   464
Less: dividends on preferred stock ......................       13        12
                                                           -------   -------
Adjusted net income applicable to common shares .........  $   692   $   452
                                                           =======   =======
Weighted average number of basic common shares
  outstanding ...........................................  782,117   773,733
                                                           =======   =======
Net income per common share .............................  $  0.88   $  0.58
                                                           =======   =======

Net Income ..............................................  $   705   $   464
Less: additional contribution to ESOP ...................        1         1
Less: Stock Appreciation Rights compensation
        (expense) income ................................        4         -
                                                           -------   -------
Adjusted net income applicable to common shares .........  $   700   $   463
                                                           =======   =======
Weighted average number of basic common shares
  outstanding ...........................................  782,117   773,733
Issuable on assumed exercise of stock options ...........   11,373    13,143
Assumed conversion of preferred stock ...................   17,000    16,352
                                                           -------   -------
     Total ..............................................  810,490   803,228
                                                           =======   =======
Net income per common share -- assuming dilution ........  $  0.86   $  0.58
                                                           =======   =======


MOBIL                                  - 6 -
<PAGE>



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

RESULTS OF OPERATIONS

  REPORTED EARNINGS                                      First Quarter  Incr./ 
 (In millions)                                           -------------  
                                                          1998   1999  (Decr.)
                                                         -----  -----   -----
 Exploration & Producing
     -- United States ..............................     $  80    $ 23   $( 57)
     -- International ..............................       310     208    (102)
                                                         -----   -----   -----
 Total Exploration & Producing .....................       390     231    (159)
                                                         -----   -----   -----
 Marketing & Refining
     -- United States ..............................        86      90       4
     -- International ..............................       229     201     (28)
                                                         -----   -----   -----
 Total Marketing & Refining ........................       315     291    ( 24)
                                                         -----   -----   -----
 Chemical ..........................................        67       6     (61)
 Corporate and Financing (a)........................       (67)    (64)      3
                                                          -----   -----  -----
 Net Income ........................................     $ 705   $ 464   $(241)
                                                          =====   =====  =====
--------------------------------------------------------------------------------

OPERATING EARNINGS                                       First Quarter   Incr./
 (Adjusted for Special Items)                            --------------
 (In millions)                                           1998    1999   (Decr.)
                                                         ------  ------ ------
 Exploration & Producing
     -- United States ..............................     $  80    $ 23  $( 57)
     -- International ..............................       310     208   (102)
                                                         -----   -----   -----
 Total Exploration & Producing .....................       390     231    (159)
                                                         -----   -----   ----- 
 Marketing & Refining
     -- United States ..............................        86      90       4 
     -- International ..............................       239     201     (38)
                                                         -----   -----   -----
 Total Marketing & Refining ........................       325     291    ( 34)
                                                         -----   -----   -----
 Chemical ..........................................        67       6     (61)

 Corporate and Financing (a)........................       (67)    (57)     10
                                                         -----   -----   -----
 Operating Income Before Special Items..............       715     471    (244)

 Special Items .....................................       (10)    ( 7)      3
                                                         -----   -----   -----
 Net Income ........................................     $ 705   $ 464   $(241)
                                                         =====   =====   =====


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




  SPECIAL ITEMS                                            First Quarter 
  (In millions)                                            -------------
                                                           1998     1999
                                                          -----    -----
   Restructuring ...................................       $ (10)  $   -
   Exxon Mobil merger-related costs ................          -       (7)
                                                          ------   ------
     Total Special Items ...........................       $ (10)  $ ( 7)
                                                          ======   ======

MOBIL                                  - 7 -
<PAGE>

CONSOLIDATED RESULTS OVERVIEW

FIRST QUARTER 1999 COMPARED WITH FIRST QUARTER 1998

  Consolidated  first  quarter  1999 net income was $464  million,  or $0.58 per
share, down from $705 million,  or $0.86 per share, last year. This year's first
quarter net income  included a $7 million charge for Exxon Mobil  merger-related
costs,  while last  year's  first  quarter  net income  included a charge of $10
million for  implementation  costs  associated  with the BP  European  alliance.
Excluding special items,  operating  earnings of $471 million decreased $244, or
34%, from last year.

  In the first  quarter,  all of Mobil's  businesses  experienced  a significant
deterioration  in  industry  fundamentals  versus  the same  quarter  last year.
However,  improved  performance due to self-help programs (i.e.,  volume growth,
performance  improvements,  and expense control) contributed about $125 million,
helping to offset the deterioration in industry fundamentals.

  In the  Upstream,  earnings  were  impacted by lower  worldwide  crude oil and
natural  gas prices.  Crude oil prices  were down about $2.70 per barrel,  while
natural gas declined  approximately  $0.45 per thousand  cubic feet.  Production
volumes were down about 4% versus the same period in 1998 as higher volumes from
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 such as the U.S.
and the North Sea, and operational problems in Australia and Canada.

  Downstream  earnings were somewhat lower as higher sales volumes and favorable
refinery and expense  performance  offset most of the impact from weaker margins
in all  enclaves.  In the U.S.,  product  trade sales were up over 4%, while the
international area improved by about 2%.

  In Chemical,  earnings were down significantly,  reflecting lower polyethylene
and paraxylene margins.  Earnings were also hurt by downtime associated with the
tie-in of the Beaumont  olefins  expansion/upgrading  project.  When the project
achieves  full design rate,  ethylene  capacity at Beaumont will be increased by
about 45% to over 1.8 billion pounds per year.

  Worldwide  revenues of $12,183  million  were $1,447  million  lower than last
year.  This  decrease was primarily  due to the effects of  significantly  lower
worldwide   average  crude  oil,  natural  gas  and  petroleum  product  prices.
Petrochemical  prices were also lower.  Income from equity affiliates  decreased
primarily due to lower crude oil, natural gas and petrochemical prices.

  Crude oil, products and operating supplies and expenses decreased $993 million
to $7,410  million.  The  decrease  was  primarily  due to  significantly  lower
worldwide average crude oil, natural gas and petroleum product prices.

  Selling and general expenses  decreased $135 million to $799 million primarily
due to the  benefits of  self-help  initiatives.  Taxes other than income  taxes
increased $200 million to $2,493  million,  due to the impact of increased sales
volume  activity in the United  States and Japan.  Income tax expense  decreased
$282 million principally due to this quarter's 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
Mobil's fixed margin production  decrease as a percent of pre-tax income,  which
also contributes to a lower tax rate.


MOBIL                                  - 8 -
<PAGE>


CONSOLIDATED RESULTS OVERVIEW - continued

Exploration and Producing

  Exploration & Producing  operating  earnings of $231 million were $159 million
lower than last year's $390 million.

  In the United  States,  earnings  of $23  million  decreased  $57  million due
primarily  to the  impact of lower  crude oil and  natural  gas prices and lower
volumes  from natural  field  declines  which more than offset  lower  operating
expenses.

  International  earnings of $208 million were $102 million lower, due mainly to
the significant decline in crude oil and natural gas prices. Production was down
as higher volumes from 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 such as the North Sea, and  operational  problems in Australia  and
Canada.



Exploration and Producing 
  Selected Operating Data                               First Three Months
                                                                      Incr./
                                                                     (Decr.)
                                                                     ------  
                                                       1998   1999    Vol.%
                                                       -----  -----  ------
Net Crude Oil and NGL Production (TBD)                            
               - United States .....................    240    243     3  1
               - International .....................    681    714    33  5
                                                      -----  -----   ---
                   Total ...........................    921    957    36  4
                                                      =====  =====   ===
Net Natural Gas Production (MMCFD)
               - United States .....................  1,123    902  (221)(20)
               - International .....................  3,576  3,190  (386)(11)
                                                      -----  -----   ---
                   Total ...........................  4,699  4,092  (607)(13)
                                                      =====  =====   ===
TOTAL NET PRODUCTION (TBDOE) .......................  1,772  1,698  ( 74)( 4)
                                                      =====  =====   ===








MOBIL                                  - 9 -
<PAGE>




CONSOLIDATED RESULTS OVERVIEW - concluded

Marketing and Refining

  Marketing & Refining operating earnings of $291 million were $34 million lower
than in 1998.

  Operating  earnings in the United  States were $90 million,  $4 million  above
last year. The unfavorable  impacts of lower industry  margins and the narrowing
of the  light/heavy  crude spread were more than offset by  substantially  lower
scheduled  refinery  downtime,  strong  sales  performance  and lower  operating
expenses.

  International earnings of $201 million were $38 million lower than in 1998. In
Europe, despite additional benefits from the BP alliance,  earnings were down as
a result of weaker margins for both refining and  marketing.  Earnings were flat
in Asia-Pacific and other  International M&R operations,  as the impact of lower
integrated  margins were offset by our initiatives  programs and increased sales
volumes,  including record volumes in Japan and  significantly  higher levels in
Africa.


Marketing and Refining
 Selected Operating Data                              First Three Months
                                                                       Incr./
                                                                      (Decr.)
                                                        1998   1999  Vol.   %
                                                       -----  -----  ---   --
Petroleum Product Sales (TBD) (a)
        - United States .........................      1,360  1,468   108   8
        - International (b) .....................      1,968  2,019    51   3
                                                       -----  -----   ---
              Total .............................      3,328  3,487   159   5
                                                       =====  =====   ===
Refinery Runs (TBD)
        - United States (c)......................        900    781  (119)(13)
        - International (b) .....................      1,302  1,318    16   1
                                                       -----  -----  ----
              Total .............................      2,202  2,099  (103)( 5)
                                                       =====  =====  ====

(a) Includes supply/other sales.
(b) Includes Mobil's share for the European alliance with BP.
(c) Decrease in refinery runs due to the sale of the 155 TBD Paulsboro refinery
    in September, 1998.



Chemical

  Chemical  earnings of $6 million  were $61  million  lower than last year as a
result  of  lower  polyethylene  and  paraxylene  margins  as well  as  downtime
associated with the tie-in of the Beaumont olefins expansion/upgrading project.

Corporate and Financing

  Corporate and Financing expenses of $57 million were $10 million lower than in
the first  quarter of 1998  primarily  due to the timing of  expenses  and other
one-time items.

MOBIL                                  - 10 -
<PAGE>

DISCUSSION OF FINANCIAL CONDITION

  At March 31, 1999,  total current  assets of $8,867  million were $136 million
higher than at year-end 1998. Cash and cash  equivalents  increased $43 million.
Inventories increased, up $41 million, mainly due to a volume increase resulting
from  seasonal  builds in light  products.  A $45  million  increase  in prepaid
expenses  resulted  from an  annual  pattern  of  prepayments  made in the first
quarter.

  Total debt of Mobil and its subsidiaries was $8,552 million at March 31, 1999,
up $851 million from year-end 1998.  The debt-to-capitalization ratio was 31% at
March 31, 1999, up from 29% at year-end 1998.

  Deferred  credits and other  noncurrent  obligations  decreased  $223  million
during the first  quarter,  1999  primarily  due to payments  related to Mobil's
investment in Kazakhstan.

  Shareholders'  equity fell $95 million  during the first three months of 1999.
Earnings  retained in the business  was  essentially  the same as income  offset
common and  preferred  stock  dividends.  Accumulated  other  nonowners'  equity
decreased  $143  million due to the  effects of the  strengthening  U.S.  dollar
relative to local currencies in certain countries in which Mobil has significant
operations.

  Return on average  shareholders' equity, based on net income, was 7.7% for the
twelve month period  ended March 31, 1999,  compared  with 9.0% for the calendar
year 1998.  Return on average  capital  employed,  based on net income,  for the
twelve month period  ended March 31, 1999 was 6.6%,  compared  with 7.7% 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.

  At March 31, 1999, 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.   $1.7   billion  of
Euro-Medium-Term  Notes  and  bonds  having a  principal  amount  of 30  billion
Japanese yen were also in place.


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 March 31, 1999 was $26 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 March 31, 1999 was $32 million. The reduction was due to cash outlays.

MOBIL                                  - 11 -

<PAGE>


Restructuring--concluded

    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 March
31, 1999 was $26 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
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.


MOBIL                                  - 12 -
<PAGE>


Year 2000 Project--continued

  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 expected to be completed by June
30, 1999, and Mobil estimates that approximately 95% of the projects  comprising
this work had been  completed  as of March 31,  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.  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   95%  of  the  major   integrated   enterprise   software  system
implementation  project had been completed as of March 31, 1999. Mobil estimates
that  approximately  77% of the  projects  comprising  the work to  upgrade  and
replace other systems had been completed as of March 31, 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, 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
March 31,  1999.  This  brought the  percentage  of year 2000  compliant  non-IT
systems  in  Mobil's  inventory  of  materially   important  non-IT  systems  to
approximately 92% as of that date.

  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. As of the
same date, approximately 77% of the external agents contacted had responded. The
follow-up phase of this work (which will include 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) will be  undertaken on a continuous,  ongoing basis through the end
of 1999  by the  teams  developing  contingency  plans  in the  business  units,
discussed below under "Risks and Contingency Plans."

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  includes  about $20 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


MOBIL                                  -13 -
<PAGE>

Year 2000 Project--continued

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 March 31,
1999,  about $132 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 March 31,  1999,  about $233 million of these costs had been
expended,  of which $84 million was expensed as incurred and approximately  $149
million was capitalized.

  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 $105 million is being expensed as it
is incurred and approximately $175 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.

  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


MOBIL                                  -14 -

<PAGE>


Year 2000 Project--concluded

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  will  develop  and
implement 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.

  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

  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.

MOBIL                                  - 15 -

<PAGE>


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.

Item 3.  Quantitative and Qualitative Disclosures About Market Risk.

   Mobil has fixed and floating rate U.S. and foreign currency denominated debt.
Mobil's  benchmark for interest rates is 100% floating rate. Mobil uses interest
rate swaps,  cross-currency  interest  rate  swaps,  futures,  forward  exchange
contracts  and  option  contracts  to  manage  its  debt  portfolio  toward  the
established  benchmark.  These  instruments  have the  effect  of  changing  the
interest rate with the objective of minimizing Mobil's borrowing costs.

    The value at risk as measured against the above management-defined benchmark
for  interest  rate risk was $4 million at December  31, 1998 and $26 million at
March 31,  1999.  The  increase in the value at risk was due to  termination  of
interest rate swaps which had been entered into to convert cash flows from fixed
rate debt to floating debt.

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

MOBIL                                  - 16 -
<PAGE>

Item 1.  Legal Proceedings--concluded

potentially  responsible  parties  have  been  named in court or  administrative
proceedings by federal or state agencies seeking the cleanup of these sites. The
relief  normally  sought in the  proceedings  is the payment by the  potentially
responsible  parties of the costs of removing  hazardous  substances  from,  and
remediating,  the sites in question. 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 March 18, 1999, a previously-reported matter, in which the EPA had filed an
administrative  complaint  with the USEPA  hearing  clerk,  was settled with the
filing of a Consent  Agreement and Consent  Order.  The EPA had alleged that the
operations of Mobil Oil Corporation's Beaumont,  Texas refinery had violated the
Clean Air Act by reason of  alleged  violations  of the New  Source  Performance
Standard   ("NSPS")   requirements  for  petroleum  storage  tanks  and  alleged
violations  of fugitive  emission  requirements  under the NSPS and the National
Emissions  Standards for Hazardous Air  Pollutants,  and had sought a penalty of
$158,000. The matter was settled with the payment of a $79,000 penalty.

  During  the first  quarter  of 1999,  California's  Santa  Barbara  County Air
Pollution  Control  District  ("SBAPCD")  referred a matter to the Santa Barbara
District  Attorney  after  Mobil Oil  Corporation  and the SBAPCD were unable to
settle the matter via a mutual settlement process. The SBAPCD had issued Notices
of Violations to Mobil Oil  Corporation  alleging  violations of local and state
air quality  regulations  relating to pressure  decay  testing and air to liquid
ratio  testing at  fourteen  Mobil Oil  Corporation  service  stations  in Santa
Barbara  County in 1997,  1998 and 1999. No complaint has yet been filed but the
amount of the penalty that might be sought could exceed $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.


MOBIL                                  - 17 -

<PAGE>

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

Item 5.  Other Information.
  None.

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

  Exhibits.

    The following exhibits are filed with this report:

         12.  Computation of Ratio of Earnings to Fixed Charges
         27.  Financial Data Schedule

  Reports on Form 8-K.

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

     Date of 8-K                      Description of 8-K

   January 27, 1999     Submitted a copy of the Mobil News Release dated
                        January 27, 1999, reporting Mobil's estimated earnings
                        for the fourth quarter and full year 1998.

   April 23, 1999       Submitted a copy of the Mobil News Release dated
                        April 23, 1999, reporting Mobil's estimated earnings
                        for the first quarter of 1999.

   May 6, 1999          Submitted a copy of the Mobil New Release dated
                        May 6, 1999, reporting Mobil and Exxon announced
                        expectation of antitrust review completion.







MOBIL                                  - 18 -

<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                            May 12, 1999




                                EXHIBIT INDEX

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

  12.  Computation of Ratio of Earnings              Electronic
       to Fixed Charges

  27.  Financial Data Schedule                       Electronic




MOBIL                                  - 19 -

<PAGE>