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


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



                              FORM 10-Q


                           QUARTERLY REPORT

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

           For the quarterly period ended September 30, 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 October 29, 1999,
the latest practicable date, was 777,099,238.
       ------------------------------------------------------------




                          MOBIL CORPORATION

                              Form 10-Q
                          Quarterly Report
                         September 30, 1999

                          TABLE OF CONTENTS

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

   PART I - FINANCIAL INFORMATION                             Page

    Item 1.  Condensed Consolidated Financial Statements
               Consolidated Statement of Income for the
                 Three and Nine Months Ended
                 September 30, 1998 and 1999 ..................  1
               Consolidated Balance Sheet at December 31, 1998
                 and September 30, 1999 .......................  2
               Consolidated Statement of Cash Flows for the
                 Nine Months Ended September 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 ................................ 21
    Item 6.  Exhibits and Reports on Form 8-K ................. 21

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

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

           Exhibit 12.  Computation of Ratio of Earnings to Fixed
                   Charges .................................... 24
   ----------------------------------------------------------------



<PAGE>







                         PART I - FINANCIAL INFORMATION

Item 1.  Condensed Consolidated Financial Statements

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

                                        For the Three Months|For the Nine Months
                                              Ended Sept 30,|Ended Sept 30,
                                        --------------------|------------------
                                           1998     1999    |  1998     1999
                                        ---------  -------  |--------  -------
Revenues                                                    |
  Sales and services (a) ................ $12,878  $16,127  | $39,289  $42,084
  Income from equity affiliates .........     204      177  |     385      380
  Income from asset sales, interest                         |
    and other ...........................     404       49  |     675      318
                                          -------  -------  | -------  -------
                                                            |
    Total Revenues ......................  13,486   16,353  |  40,349   42,782
                                          -------  -------  | -------  -------
Costs and Expenses                                          |
  Crude oil, products and operating                         |
    supplies and expenses ...............   8,261   10,663  |  24,738   26,896
  Exploration expenses ..................     185      122  |     356      343
  Selling and general expenses ..........     854      906  |   2,727    2,658
  Depreciation, depletion and amortization    633      627  |   1,853    1,824
  Interest and debt discount expense ....     227       95  |     350      254
  Taxes other than income taxes (a) .....   2,486    2,707  |   7,217    7,847
  Income taxes ..........................     331      545  |   1,252    1,059
                                          -------  -------  | -------  -------
    Total Costs and Expenses ............  12,977   15,665  |  38,493   40,881
                                          -------  -------  | -------  -------
Net Income .............................. $   509  $   688  | $ 1,856  $ 1,901
                                          =======  =======  | =======  =======
                                                            |
Net Income Per Common Share ............. $  0.64  $  0.87  | $  2.33  $  2.41
                                          =======  =======  | =======  =======
  Assuming Dilution ..................... $  0.63  $  0.85  | $  2.28  $  2.36
                                          =======  =======  | =======  =======
Dividends Per Common Share .............. $  0.57  $  0.57  | $  1.71  $  1.71
                                          =======  =======  | =======  =======
                                                            |
                                                            |
                                                            |
--------------                                              |
                                                            |
(a) Includes excise and state gasoline                      |
      taxes of .......................... $ 1,429  $ 1,538  | $ 4,323  $ 4,512





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

MOBIL                                - 1 -

<PAGE>


                                MOBIL CORPORATION
                            CONSOLIDATED BALANCE SHEET
                                  (In millions)

                                                             Dec. 31,  Sept. 30,
                                     ASSETS                    1998      1999
                                                             -------    -------
Current Assets
  Cash and cash equivalents ................................ $   714    $   960
  Accounts and notes receivable ............................   5,518      6,463
  Inventories ..............................................   1,911      2,029
  Prepaid expenses and other current assets ................     520        502
  Deferred income taxes ....................................      68         76
                                                             -------    -------
    Total Current Assets ...................................   8,731     10,030

Investments and Long-Term Receivables ......................   8,490      8,591

Properties, Plants and Equipment ...........................  48,681     50,072
Less: Accumulated Depreciation, Depletion and Amortization .  23,954     24,899
                                                             -------    -------
Net Properties, Plants and Equipment .......................  24,727     25,173

Deferred Charges and Other Assets ..........................     806        808
                                                             -------    -------
    Total Assets ........................................... $42,754    $44,602
                                                             =======    =======

                      LIABILITIES AND SHAREHOLDERS' EQUITY

Current Liabilities
  Short-term debt .......................................... $ 3,982    $ 5,428
  Accounts payable .........................................   3,707      4,580
  Accrued liabilities ......................................   2,943      2,426
  Income, excise, state gasoline and other taxes payable ...   1,986      2,036
  Deferred income taxes ....................................     328        394
                                                             -------    -------
    Total Current Liabilities ..............................  12,946     14,864

Long-Term Debt .............................................   3,719      3,804
Reserves for Employee Benefits .............................   2,060      1,984
Accrued Restoration, Removal and Environmental Costs .......   1,011      1,007
Deferred Credits and Other Noncurrent Obligations ..........   1,021        770
Deferred Income Taxes ......................................   3,254      3,061
Minority Interest in Subsidiary Companies ..................     373         97
                                                             -------    -------
    Total Liabilities ......................................  24,384     25,587
                                                             -------    -------
Shareholders' Equity
  Preferred stock (ESOP-related) -- shares issued and
    outstanding: 164,986 at December 31, 1998 and
    159,984 at September 30, 1999 ..........................     641        622
  Unearned employee compensation and benefit
    plan trust .............................................    (668)      (309)
  Common stock -- $1.00 par value; shares authorized:
    1,200,000,000; shares issued: 897,947,485 at
    December 31, 1998 and 900,882,293 at September 30, 1999      898        901
  Capital surplus ..........................................   1,649      1,735
  Earnings retained in the business ........................  20,534     21,061
  Accumulated other nonowners' equity ......................  (1,058)    (1,041)
  Common stock held in treasury, at cost -- shares:
    117,414,000 at December 31, 1998 and
    123,834,292 at September 30, 1999 ......................  (3,626)    (3,954)
                                                             -------    -------
    Total Shareholders' Equity .............................  18,370     19,015
                                                             -------    -------
Total Liabilities and Shareholders' Equity ................. $42,754    $44,602
                                                             =======    =======

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

MOBIL                                - 2 -


<PAGE>



                            MOBIL CORPORATION
                  CONSOLIDATED STATEMENT OF CASH FLOWS
                              (In millions)

                                                           For the Nine Months
                                                              Ended Sept. 30,
                                                           -------------------

                                                              1998        1999
                                                           -------     -------
Cash Flows from Operating Activities
  Net Income .........................................     $ 1,856     $ 1,901
  Adjustments to reconcile to net cash from
    operating activities:
      Depreciation, depletion and amortization .......       1,853       1,824
      Deferred income taxes ..........................        (141)       (107)
      Earnings less than distributions from
        equity affiliates ............................          98          43
      Exploration expenses (includes noncash
        charges:  1998-$18; 1999-$55) ................         356         343
      Gain on sales of properties, plants and
        equipment and other assets ...................        (179)        (56)
      Increase in working capital items ..............        (139)       (633)
      Other, net .....................................         (49)        (44)
                                                           -------     -------
Net Cash from Operating Activities ...................       3,655       3,271
                                                           -------     -------
Cash Flows from Investing Activities
  Capital and exploration expenditures ...............      (3,206)     (2,630)
  Proceeds from sales of properties, plants and
    equipment and other assets .......................         705          85
  Payments attributable to investments and
    long-term receivables ............................        (381)       (493)
                                                           -------     -------
Net Cash Used in Investing Activities ................      (2,882)     (3,038)
                                                           -------     -------
Cash Flows from Financing Activities
  Cash dividends .....................................      (1,375)     (1,374)
  Proceeds from borrowings having original
    terms greater than three months ..................         961       1,970
  Repayments of borrowings having original
    terms greater than three months ..................        (821)     (1,880)
  Increase in other borrowings .......................       1,286       1,475
  Increase/(decrease)in minority interest ............          24        (276)
  Proceeds from issuance of common stock .............          71          89
  Purchase of common stock for treasury ..............        (468)         -
                                                           -------     -------
Net Cash (Used in) Provided by Financing Activities ..        (322)          4
                                                           -------     -------
Effect of Exchange Rate Changes on Cash and
  Cash Equivalents ...................................         (15)          9
                                                           -------     -------
Net Increase in Cash and Cash Equivalents ............         436         246
Cash and Cash Equivalents - Beginning of Period ......         820         714
                                                           -------     -------
Cash and Cash Equivalents - End of Period ............     $ 1,256    $    960
                                                           =======     =======






              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 Nine Months
                                             Ended Sept. 30,|    Ended Sept. 30,
                                         -------------------| ------------------
                                            1998(1)    1999 |  1998(1)  1999
                                           -------- ------- | -------- ------
Revenues by Segment                                         |
                                                            |
  Exploration & Producing--  Third Party ..$ 1,211  $ 1,567 |$ 4,286  $ 4,309
                         --  Intersegment..    747    1,092 |  2,074    2,571
  Marketing & Refining   --  Third Party .. 11,459   14,066 | 33,818   36,544
                         --  Intersegment..     89      270 |    440      564
  Chemical               --  Third Party ..    592      688 |  1,954    1,835
                         --  Intersegment..     90       87 |    236      226
  Corporate and Other......................    224       32 |    291       94
  Intersegment Elimination ................   (926)  (1,449)| (2,750)  (3,361)
                                             ------ ------- |-------   -------
                                                            |
     Total Revenues ...................... $13,486  $16,353 |$40,349  $42,782
                                           ======== ======= |=======  =======
 (1) Prior year data reclassified to conform with current year presentation.




INVESTMENT SPENDING
 (In millions)                        For the Three Months | For the Nine Months
                                         Ended Sept. 30,   |   Ended Sept. 30,
                                                           |
 Capital and Exploration Expenditures     1998    1999     |    1998   1999
                                         -----   -----     |    -----  -----
                                                           |
 Exploration & Producing  - U.S. .....   $  89  $   64     |  $  361  $  212
                          - Intl. ....     793     615     |   2,059   2,000
                                                           |
 Marketing & Refining     - U.S. .....      95      69     |     258     165
                          - Intl. ....      85      47     |     198     121
                                                           |
 Chemical ............................      92      15     |     188      78
                                                           |
 Other ...............................      44      12     |     142      54
                                        ------  ------     |  ------   -----
   Total Capital and Exploration                           |
      Expenditures....................  $1,198  $  822     |  $3,206  $2,630
                                        ------  ------     |  ------  ------
                                                           |
 Cash Investments in Equity Companies      235     114     |     587     558
                                        ------  ------     |  ------  ------
 Total Investment Spending ...........  $1,433  $  936     |  $3,793  $3,188
                                        ======  ======     |  ======  ======
------------------------------                             |
 Memo:                                                     |
 Exploration Expenses charged                              |
   to income, included above                               |
                            - U.S. ...  $   44  $   20     |  $   93  $   68
                            - Intl. ..     141     102     |     263     275
                                        ------  ------     |  ------  ------
     Total Exploration Expenses ......  $  185  $  122     |  $  356  $  343
                                        ======  ======     |  ======  ======






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 nine months ended  September  30, 1998 and 1999,  respectively,
are as follows:
--------------------------------------------------------------------------------

(In millions)                                   Three Months  |   Nine Months
                                               Ended Sept. 30,|  Ended Sept. 30,
                                               --------------    --------------
                                                1998    1999  |   1998    1999
                                              ------  ------  | ------  ------
 Net Income ................................  $  509  $  688  | $1,856  $1,901
 Foreign currency translation adjustments ..      74    (174) |    (99)    (17)
                                               -----   -----  |  -----   -----
 Changes in nonowners' equity ..............  $  583  $  514  | $1,757  $1,884
                                               =====   =====  |  =====   =====



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 Nine Months
                                                          Ended Sept. 30,
                                                      --------------------
                                                          1998      1999
      Changes in Working Capital Items
      (Increases)/decreases

       Accounts and notes receivable ................. $   674   $  (915)
       Inventories ...................................    (183)      (85)
       Prepaid expenses and other current assets .....    (176)       11
       Accounts payable ..............................    (741)      834
       Accrued liabilities ...........................      88      (511)
       Income, excise, state gasoline and
         other taxes payable .........................     199        33
                                                       -------   --------
       Increase in working capital items ............. $  (139)  $(  633)
                                                       =======   ========

4.  Net Income per Share

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

                                                          For the Three Months
                                                           Ended September 30,
                                                          --------------------
                                                              1998      1999
                                                             -----     -----
Net Income ..............................................  $   509   $   688
Less: dividends on preferred stock ......................       13        12
                                                           -------   -------
Adjusted net income applicable to common shares .........  $   496   $   676
                                                           =======   =======
Weighted average number of basic common shares
  outstanding ...........................................  780,708   775,839
                                                           =======   =======
Net income per common share .............................  $  0.64   $  0.87
                                                           =======   =======

Net Income ..............................................  $   509   $   688
Less: additional contribution to ESOP ...................        1         1
                                                           -------   -------
Adjusted net income applicable to common shares .........  $   508   $   687
                                                           =======   =======
Weighted average number of basic common shares
  outstanding ...........................................  780,708   775,839
Issuable on assumed exercise of stock options ...........   10,954    15,184
Assumed conversion of preferred stock ...................   16,733    16,037
                                                           -------   -------
     Total ..............................................  808,395   807,060
                                                           =======   =======
Net income per common share -- assuming dilution ........  $  0.63   $  0.85
                                                           =======   =======

MOBIL                                - 6 -


<PAGE>



4.  Net Income per Share (concluded)

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

                                                           For the Nine Months
                                                           Ended September 30,
                                                          --------------------
                                                              1998      1999
                                                             -----     -----
Net Income ..............................................  $ 1,856   $ 1,901
Less: dividends on preferred stock ......................       38        36
                                                           -------   -------
Adjusted net income applicable to common shares .........  $ 1,818   $ 1,865
                                                           =======   =======
Weighted average number of basic common shares
  outstanding ...........................................  781,461   774,953
                                                           =======   =======
Net income per common share .............................  $  2.33   $  2.41
                                                           =======   =======

Net Income ..............................................  $ 1,856   $ 1,901
Less: additional contribution to ESOP ...................        4         4
Less: Stock Appreciation Rights compensation
        (expense) income ................................        4        (3)
                                                           -------   -------
Adjusted net income applicable to common shares .........  $ 1,848   $ 1,900
                                                           =======   =======
Weighted average number of basic common shares
  outstanding ...........................................  781,461   774,953
Issuable on assumed exercise of stock options ...........   11,390    14,207
Assumed conversion of preferred stock ...................   16,863    16,182
                                                           -------   -------
     Total ..............................................  809,714   805,342
                                                           =======   =======
Net income per common share -- assuming dilution ........  $  2.28   $  2.36
                                                           =======   =======


5.  Exxon Mobil Merger

  The U.S. Federal Trade Commission  continues its review of the proposed merger
involving Mobil and Exxon Corporation ("the companies").

  On September  29,  1999,  the European  Commission  approved the merger.  As a
condition of its  approval,  the  Commission  required  the  companies to divest
certain  assets  and  operations.  Assets  and  operations  which  Mobil will be
required to divest  include  Mobil's  28-percent  interest  in the German  joint
venture fuels marketing company,  Aral; its 30-percent  interest in the BP/Mobil
joint  venture  fuels  business in Europe;  and its Dutch gas  trading  company,
MEGAS.




MOBIL                                - 7 -

<PAGE>




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

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

   REPORTED EARNINGS                Third  Quarter     |   First Nine Months
     (In millions)                _____________ Incr./ |_________________ Incr./
                                               (Decr.) |                 (Decr.)
                                   1998   1999         |   1998    1999
                                   ----   ----  -----      ----    ----
  Exploration & Producing                              |
      -- United States ...........$   9  $ 141  $ 132  | $  133  $  246  $  113
      -- International ...........  147    374    227  |    648   1,001     353
                                  -----  -----  -----  | ------  ------  ------
  Total Exploration & Producing ..  156    515    359  |    781   1,247     466
                                  -----  -----  -----  | ------  ------  ------
                                                       |
  Marketing & Refining                                 |
      -- United States ...........  179    123    (56) |    459     411     (48)
      -- International ...........  183     91    (92) |    622     414    (208)
                                  -----  -----  -----  | ------  ------  ------
  Total Marketing & Refining......  362    214   (148) |  1,081     825    (256)
                                  -----  -----  -----  | ------  ------  ------
                                                       |
  Chemical .......................   41     50      9  |    166      80     (86)
                                                       |
  Corporate and Financing (a).....  (50)   (91)   (41) |   (172)   (251)    (79)
                                  -----  -----  -----  | ------  ------  ------
                                                       |
  Net Income .....................$ 509  $ 688  $ 179  | $1,856  $1,901  $   45
                                  =====  =====  =====  | ======  ======  ======
 -------------------------------------------------------------------------------

   OPERATING EARNINGS                Third Quarter     |   First Nine Months
     (Adjusted for Special Items) _____________ Incr./ |_________________ Incr./
        (In millions)                          (Decr.) |                 (Decr.)
                                   1998   1999         |   1998    1999
                                   ----   ----  -----      ----    ----
  Exploration & Producing                              |
      -- United States ...........$  38  $ 141  $ 103  | $  162  $  246  $   84
      -- International ...........   92    374    282  |    593     882     289
                                  -----  -----  -----  | ------  ------  ------
  Total Exploration & Producing ..  130    515    385  |    755   1,128     373
                                  -----  -----  -----  | ------  ------  ------
                                                       |
  Marketing & Refining                                 |
      -- United States ...........  179    123    (56) |    459     411     (48)
      -- International ...........  197     91   (106) |    659     414    (245)
                                  -----  -----  -----  | ------  ------  ------
  Total Marketing & Refining......  376    214   (162) |  1,118     825    (293)
                                  -----  -----  -----  | ------  ------  ------
                                                       |
  Chemical .......................   41     50      9  |    166      80     (86)
                                                       |
  Corporate and Financing (a).....  (50)   (74)   (24) |   (172)   (207)    (35)
                                  -----  -----  -----  | ------  ------  ------
  Income Excluding Special Items..  497    705    208  |  1,867   1,826     (41)
                                                       |
  Special Items (table on page 9)    12    (17)   (29) |    (11)     75      86
                                  -----  -----  -----  | ------  ------  ------
  Net Income .....................$ 509  $ 688  $ 179  | $1,856  $1,901  $   45
                                  =====  =====  =====  | ======  ======  ======
 -------------------------------------------------------------------------------

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



MOBIL                                - 8 -


<PAGE>



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

  SPECIAL ITEMS                          Third Quarter   |  First Nine Months
    (In millions)                                        |
                                          1998    1999   |    1998     1999
                                          ----    ----   |    ----     ----
                                                         |
    Deferred Tax Benefit ..............  $  -    $  -    |   $  -     $ 141
    Exxon Mobil Merger-Related Costs ..     -      (17)  |      -       (44)
    Asset Impairment/Write-off ........     -       -    |      -       (22)
    Asset Sales .......................     55      -    |      55       -
    U.S. Federal Royalty Settlement ...    (29)     -    |     (29)      -
    Restructuring .....................    (14)     -    |     (37)      -
                                         -----   -----   |   -----    -----
    Total Special Items ...............  $  12   $ (17)  |   $ (11)   $  75
                                         =====   =====       =====    =====
--------------------------------------------------------------------------------
CONSOLIDATED RESULTS OVERVIEW

THIRD QUARTER 1999 COMPARED WITH THIRD QUARTER 1998

  Consolidated  third quarter net income was $688  million,  an increase of $179
million from the $509 million  reported in the third  quarter of 1998.  Assuming
dilution,  earnings per common  share for the third  quarter of 1999 were $0.85,
compared with $0.63 for the third quarter of 1998. Included in this year's third
quarter net income was a special  charge of $17 million for costs related to the
proposed Exxon Mobil merger.  Last year's third quarter net income  included net
special benefits of $12 million,  as the gain on a European  upstream asset sale
more than  offset  charges  related to a U.S.  federal  royalty  settlement  and
implementation  costs  associated  with  the BP  European  downstream  alliance.
Excluding special items from both periods, third quarter 1999 operating earnings
of $705  million were $208  million  higher than the $497 million  earned in the
same period last year.

  Overall,  industry  fundamentals  helped  earnings.  Worldwide  crude  oil and
natural  gas prices were up  significantly,  although  margins in  refining  and
marketing,  especially  in Mobil's  international  markets,  came  under  severe
pressure.  Earnings also  benefited  from lower  exploration  expenses,  Mobil's
continuing focus on cost reduction initiatives and other performance improvement
programs.  Overall, per barrel operating expenses were down 6% on a year-to-date
basis. However, Mobil's results were negatively impacted by a significant amount
of unscheduled downtime in our U.S. refinery operations.

  The Upstream  benefited from higher worldwide crude oil and natural gas prices
and lower  exploration  and  operating  expenses.  These  benefits  were  offset
somewhat by a decline in production  versus the third quarter of last year.  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.

  In the  Downstream,  Mobil's  U.S.  earnings  declined  as a  result  of lower
industry margins  impacting both fuels and lubes operations.  Also,  unscheduled
refinery  downtime  hurt  earnings by about $40 million.  All the problems  that
caused the downtime have been rectified.  In the  international  area,  earnings
declined as industry refinery margins weakened in the face of product oversupply
and  marketing  margins  eroded as product  prices  lagged the increase in crude
prices and  competitive  pressures  continued  to  prevail  in several  markets.
However, lower expenses and ongoing self-help programs helped offset some of the
effects of the deterioration in industry fundamentals.

MOBIL                                - 9 -


<PAGE>



CONSOLIDATED RESULTS OVERVIEW - continued

  In Chemical,  earnings were slightly improved,  reflecting higher polyethylene
margins and lower expenses.  Earnings benefited from improved performance at the
recently expanded Beaumont olefins plant.

  Worldwide crude oil and natural gas prices have continued to improve. However,
worldwide refining and marketing margins remain depressed, as do margins for
much of Mobil's petrochemicals business.  Industry fundamentals continue to be
unpredictable in the near term.

  Worldwide revenues in the third quarter of 1999 of $16,353 million were
$2,867 million higher than revenues in the third quarter of 1998, reflecting the
effects of higher  worldwide  average  crude oil and natural  gas prices.  These
increases were offset somewhat by the effects of lower overall sales volumes.

  Crude oil,  products and operating  supplies and expenses  increased by $2,402
million to $10,663  million,  primarily due to higher petroleum prices worldwide
slightly offset by lower volume-related  expenses. Taxes other than income taxes
increased  $221 million to $2,707  million,  mainly due to the effects of higher
sales volumes in the U.S. and Japan.  Income tax expense  increased $214 million
to $545 million,  mainly due to a shift in earnings from  downstream to upstream
operations which have a higher effective tax rate.


FIRST NINE MONTHS 1999 COMPARED WITH FIRST NINE MONTHS 1998

  Mobil's  net  income for the first  nine  months of 1999 was  $1,901  million,
compared with $1,856 million for the same period in 1998. This year's net income
included a $141 million  special  deferred  tax benefit  related to our upstream
operations in Indonesia  offset  somewhat by special  charges of $44 million for
costs  related  to the  proposed  Exxon  Mobil  merger and $22  million  for the
write-off  of an  upstream  property in  Venezuela.  Last year's net income
included  net  special  charges of $11 million as gains on asset sales were more
than offset by a U.S. federal royalty  settlement and  implementation  costs for
the Mobil-BP downstream European alliance.

  Excluding  special  items,  operating  earnings  for the first nine  months of
$1,826 million were down $41 million, or 2%, from the comparable period in 1998.
The decline was  primarily  due to lower  downstream  integrated  margins in all
major markets,  weak petrochemicals  margins and lower upstream production.  The
impacts of these negative factors were mostly offset by the favorable effects of
higher crude prices and lower operating expenses.

  Nine month 1999 revenues of $42,782 million were $2,433 million higher than
revenues  in the same  period of 1998  primarily  due to the  effects  of higher
average worldwide crude oil and natural gas prices.

  Crude oil,  products and operating  supplies and expenses  increased by $2,158
million to $26,896  million,  primarily  due to higher  worldwide  crude oil and
natural gas prices,  partially offset by lower  volume-related  expenses.  Taxes
other than income taxes increased $630 million to $7,847 million,  mainly due to
the effects of higher sales  volumes in the U.S.  and Japan.  Income tax expense
decreased $193 million to $1,059  million,  mainly due to a deferred tax benefit
of $141 million  related to recovery of exploration  expenses  incurred in prior
years.


MOBIL                                - 10 -

<PAGE>


Exploration and Producing

Exploration and Producing
  Selected Operating Data           Third Quarter          First Nine Months
                                                 Incr./                   Incr./
                                                (Decr.)                  Decr.)
                                              ---------                --------
                                1998   1999   Vol.  %    1998   1999    Vol.  %
                                ----   ----  ---- ----   ----   ----  ----- ---
Net Crude Oil and NGL                                 |
  Production (TBD)  - U.S. ..    236    239     3   1 |   239    242      3   1
                    - Intl. .    685    720    35   5 |   681    713     32   5
                               -----  ----- -----     | -----  -----  -----
    Total ....................   921    959    38   4 |   920    955     35   4
                               =====  ===== =====     | =====  =====  =====
Net Natural Gas                                       |
  Production (MMCFD)- U.S. ..  1,091    868  (223)(20)| 1,111    878   (233)(21)
                    - Intl.(a) 3,035  2,785  (250) (8)| 3,226  2,948   (278) (9)
                               -----  ----- -----     | -----  -----  -----
    Total .................... 4,126  3,653  (473)(11)| 4,337  3,826   (511)(12)
                               =====  ===== =====     | =====  =====  =====
TOTAL NET PRODUCTION (TBDOE).. 1,669  1,621   (48) (3)| 1,706  1,648    (58) (3)
                               =====  ===== =====     | =====  =====  =====
-------------------------------------------------------------------------------
(a) Year-to-date production reflects a downward restatement of Indonesia first
    quarter 1998.

THIRD QUARTER 1999 COMPARED WITH THIRD QUARTER 1998

  Exploration  and Producing net income was $515 million in the third quarter of
1999 versus last year's $156 million. This year's net income did not include any
special items while last year's  included a special benefit of $55 million for a
European asset sale offset by a charge of $29 million for a U.S. federal royalty
settlement.  Excluding  special items,  this year's  operating  earnings of $515
million were $385 million higher than last year's $235 million.

  In the United  States,  operating  earnings  of $141  million  increased  $103
million as higher  crude oil and  natural  gas prices  and lower  operating  and
exploration  expenses were only partially  offset by the impact of lower natural
gas production.

  International  operating  earnings of $374 million  were $282 million  higher,
primarily  reflecting  increases  in crude oil and  natural gas prices and lower
exploration  expenses.  These benefits were partly offset by the impact of lower
production. The favorable effects of higher volumes from the key growth areas in
the North Sea (Aasgard and Beryl area fields),  Qatar (RasGas Train 1),  Eastern
Canada (Hibernia),  Equatorial Guinea,  Kazakhstan (Tengiz) and Nigeria (Oso NGL
project)  were more than  offset by the  impacts of  contractual  reductions  in
Indonesia and natural field declines in mature areas.


FIRST NINE MONTHS 1999 COMPARED WITH FIRST NINE MONTHS 1998

  Exploration  and  Producing  net income of $1,247  million  for the first nine
months of 1999 was $466 million higher than last year's. The increase was mainly
due to higher  worldwide crude oil prices,  lower operating  expenses and a $141
million  deferred tax benefit  related to the recovery of  exploration  expenses
incurred in prior years. The effects of higher crude prices were offset somewhat
by lower  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                                 - 11 -

<PAGE>




Marketing and Refining

  Marketing and Refining
   Selected Operating Data           Third Quarter           First Nine Months
                                                 Incr./                  Incr./
                                                (Decr.)                 (Decr.)
                                                --------                -------
                                  1998    1999  Vol.  %    1998   1999  Vol.  %
                                 -----   -----  ---  --   -----  -----  ---  --
  Petroleum Product
    Sales (TBD)(a)   - U.S. ...  1,486   1,532   46   3 | 1,434  1,512   78   5
                     - Intl.(b)  2,001   1,896 (105) (5)| 1,960  1,937  (23) (1)
                                 -----   -----  ---     | -----  -----  ---
       Total ..................  3,487   3,428  (59) (2)| 3,394  3,449   55   2
                                 =====   =====  ===     | =====  =====  ===
                                                        |
  Refinery Runs (TBD)                                   |
                     - U.S. ...    869     766 (103)(12)|   903    783 (120)(13)
                     - Intl.(b)  1,246   1,153  (93) (7)| 1,259  1,243  (16) (1)
                                 -----   -----  ---     | -----  -----  ---
       Total ..................  2,115   1,919 (196) (9)| 2,162  2,026 (136) (6)
                                 =====   =====  ===     | =====  =====  ===

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

THIRD QUARTER 1999 COMPARED WITH THIRD QUARTER 1998

  Marketing  and Refining  net income was $214  million in the third  quarter of
1999  versus $362  million for the same period last year.  There were no special
items recorded in the third quarter of 1999; however,  the third quarter of 1998
included special charges of $14 million for implementation  costs related to the
Mobil-BP European alliance.  Excluding special items, operating earnings of $214
million were $162 million lower than in 1998.

  Operating  earnings in the United States were $123 million,  $56 million lower
than last year's,  reflecting the unfavorable impacts of lower industry margins,
including  compressed lube margins,  and significantly higher refinery downtime.
This quarter's results benefited from higher gasoline trade sales, which were up
about 4%.

  International earnings of $91 million were $106 million lower than in 1998. In
Asia-Pacific  and  Europe,  earnings  were  lower,  mainly  due  to a  continued
deterioration in marketing and refining  margins.  Overall,  earnings  benefited
from lower expenses,  performance initiatives and improved refinery performance;
however,  these  were  not  enough  to  offset  the  deterioration  in  industry
fundamentals.

FIRST NINE MONTHS 1999 COMPARED WITH FIRST NINE MONTHS 1998

  Marketing  and  Refining net income was $825 million for the first nine months
of 1999  compared with last year's net income of $1,081  million.  Excluding $37
million  of  special  charges in 1998 for  implementation  costs  related to the
Mobil-BP European alliance, operating earnings of $825 million were $293 million
lower than in the same period last year.  Earnings were lower due to the effects
of lower  international  refining  and  marketing  margins  offset  somewhat  by
benefits from performance initiatives.


MOBIL                                 - 12 -


<PAGE>


Chemical

THIRD QUARTER AND FIRST NINE MONTH COMPARISONS OF 1999 WITH 1998

  Chemical  net income of $50  million  for this  year's  third  quarter  was $9
million higher than last year's. In the first nine months of 1999,  Chemical net
income was $80 million  compared with $166 million in the same period last year.
The decrease in both periods reflects lower paraxylene margins, partly offset by
the effect of lower operating expenses.

Corporate and Financing

THIRD QUARTER AND FIRST NINE MONTH COMPARISONS OF 1999 WITH 1998

  Corporate  and  Financing  net expense was $91 million in the third quarter of
1999 compared with $50 million in the same period last year.  For the first nine
months of 1999,  Corporate  and  Financing  net  expense was $251  million,  $79
million  higher than last year.  The  increase is mainly due to higher  interest
expense  net of  interest  income  related to an  increase  in average  net debt
balances.

DISCUSSION OF FINANCIAL CONDITION

  Total  current  assets as of  September  30,  1999 were  $10,030  million,  an
increase of $1,299 million from December 31, 1998. Accounts and notes receivable
increased $945 million to $6,463 million, primarily due to the effects of higher
prices.

  Total debt of Mobil and its  subsidiaries  was $9,232 million,  $1,531 million
higher than at year-end 1998,  reflecting  increased  capital  expenditures  and
working  capital  requirements.  The  debt-to-capitalization  ratio  was  33% at
September 30, 1999, up from 29% at year-end 1998.

  Accounts  payable  increased  $873 million  primarily  due to higher  purchase
prices for crude oil.

  Shareholders'  equity rose $645  million  during the first nine months of 1999
primarily  due to an  increase  of $527  million  in  earnings  retained  in the
business and an increase in capital surplus of $86 million.

  Total  investment  spending for the third quarter of 1999 was $936 million,  a
decrease of $497  million  from the  comparable  period last year due to a lower
overall capital budget and timing of expenditures.  For the first nine months of
1999,  worldwide  investment  spending was $3,188 million,  compared with $3,793
million for nine months of 1998.

  Return on average capital employed for the twelve-month period ended
September  30, 1999 was 7.2%,  compared  with 7.7% for the  calendar  year 1998.
Return on  average  shareholders'  equity was 9.2% for the  twelve-month  period
ended September 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.


MOBIL                                 - 13 -

<PAGE>



DISCUSSION OF FINANCIAL CONDITION - continued

Operating Environment in Certain Producing Areas

  Several of the  countries  where Mobil has  investments,  especially  those in
which Mobil has significant exploration and/or producing activities, are subject
to political and economic  uncertainties.  Two such  countries are Indonesia and
Nigeria.  In recent  months,  civil  unrest has  occurred  in  Indonesia's  Aceh
Province and at Eket, Mobil's onshore base in southern Nigeria.  Throughout this
period,  Mobil's  production  and  operations  have remained  unaffected.  Mobil
continues to monitor developments in each of these countries closely.

  In the third quarter,  Mobil's  production  from the Arun and other fields and
facilities in the Aceh Province of Indonesia averaged 956 million cubic feet per
day of natural gas and 19 thousand  barrels per day of condensate  and liquefied
petroleum  gas.  Also in the third  quarter,  Mobil's  production  from southern
Nigeria,  all offshore,  averaged 270 thousand  barrels per day of crude oil and
natural gas liquids.

Restructuring

    In 1998, Mobil implemented new  restructuring  programs in Australia and New
Zealand, and in Latin America, to integrate regional fuels and lubes operations.
Mobil  recorded a provision of $50 million ($41 million after tax).  The balance
in the reserve at September  30, 1999 was $13 million.  The reduction was due to
cash outlays.

    In 1997, Mobil and BP announced that their European 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 September 30, 1999 was $24 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
September 30, 1999 was $21 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.

MOBIL                                 - 14 -

<PAGE>


Year  2000 Project--continued

  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,  was  essentially  complete as of
September 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. This work is complete.

  The inventory and assessment and the strategy and planning  phases of the work
dealing with non-IT systems are complete. The execution phase of this work, much
of which  is being  performed  by the  vendors  of the  products  involved,  was
essentially  complete as of September 30, 1999,  with minor work  remaining that
affects less than 1% of the controls  inventory.  This  remaining work 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

MOBIL                                 - 15 -

<PAGE>



Year 2000 Project--continued

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 $175 million (which amount includes about $5
million for  contingencies  which will only be spent if  unforeseen  repairs are
required  in early  2000) of which  the costs of  dealing  with IT  systems  are
expected to be about $158 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 September  30, 1999,
about $160 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 $275 million,  and as of September 30, 1999,
about $270 million of these costs had been expended,  of which about $95 million
was expensed and approximately $175 million was capitalized.

  The estimate of total Project costs has been reduced by  approximately 3% from
the prior estimate to reflect  efficiencies and actual  experience in completing
project work over the past several months. 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 $175
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 $275  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 $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.

MOBIL                                 - 16 -

<PAGE>


Year 2000 Project--continued

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 undertaken a significant  effort (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.  This
effort was substantially complete as of September 30, 1999.

  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  was  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. Under their leadership, teams
in  the  business  units  have   essentially   completed  the   development  and
implementation  of business  continuity and  contingency  plans.  Mobil has also
adapted 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.  Final  implementation  of  contingency  plans and
additional exercises to validate the crisis response model in the business units
will take place in the fourth quarter of the year.

  The work described in the preceding  paragraph is 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  risk  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

MOBIL                                 - 17 -

<PAGE>



Year 2000 Project--concluded

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.

MOBIL                                 - 18 -

<PAGE>



Forward-Looking Statements--concluded

    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.




MOBIL                                 - 19 -


<PAGE>


                          PART II - OTHER INFORMATION

Item 1.  Legal Proceedings.

  Environmental Litigation.

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

  In July,  1999,  Mobil  Oil  Corporation  agreed  in  principle  with the U.S.
Department of Justice (the "DOJ") and the U.S.  Environmental  Protection Agency
(the "EPA") to settle  previously-reported  allegations  that the  operations of
Mobil Oil Corporation's Torrance, California refinery had violated provisions of
the Clean Air Act, the Clean Water Act,  the  Emergency  Planning and  Community
Right to Know Act and the Comprehensive Environmental Response, Compensation and
Liability  Act.  The DOJ and the EPA had  originally  sought a  penalty  of $2.5
million; in the settlement, which is subject to the negotiation and signing of a
Consent Decree,  Mobil Oil Corporation agreed to pay a civil penalty of $500,000
and to spend an  additional  $1 million on  various  supplemental  environmental
projects.

  In a media  briefing on  September  14, 1999,  the Chair of the  Environmental
Protection Agency of South Australia (the "EPASA")  indicated that the EPASA was
considering a legal action against Mobil  Refining  Australia Pty Ltd ("MRA") in
respect  of an oil spill on June 28,  1999 at MRA's  refinery  at Port  Stanvac,
Australia.  If such an action were to be brought,  it would  probably be brought
under the  Pollution  of Waters by Oil and  Noxious  Substances  Act 1987 (South
Australia)  (the  "Pollution  Act").  The maximum  penalty for  violation of the
Pollution Act is (AU) $200,000.

  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

MOBIL                                 - 20 -

<PAGE>



Item 1.  Legal Proceedings--concluded.

determined  at this time,  Mobil is of the opinion that such  liability,  to the
extent not provided for through  insurance or otherwise,  is not likely to be of
material importance in relation to its accounts.

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

Item 2.  Changes in Securities.
  None.

Item 3.  Defaults Upon Senior Securities.
  None.

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

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 Third quarter:

          Date of 8-K                    Description of 8-K

        October 25, 1999  Submitted a copy of the Mobil News Release issued
                          October 25, 1999, reporting Mobil's estimated earnings
                          for the Third quarter of 1999.

MOBIL                                 - 21 -


<PAGE>





                                  SIGNATURE

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

REGISTRANT                             MOBIL CORPORATION


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

DATE                                   November 12, 1999





MOBIL                                 - 22 -

<PAGE>



                                  EXHIBIT INDEX

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

  12.  Computation of Ratio of Earnings           Electronic
       to Fixed Charges

  27.  Financial Data Schedule                    Electronic










MOBIL                                 - 23 -


<PAGE>