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              SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C. 20549

                            FORM 10-Q

(X)  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
     SECURITIES EXCHANGE ACT OF 1934

     For the quarterly period ended March 31, 1998 or

( )  TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
     SECURITIES EXCHANGE ACT OF 1934

     For the transition period from            to

Commission file number 1-8888

                           AMOCO COMPANY

       (Exact name of registrant as specified in its charter)

              DELAWARE                           36-3353184
 (State or other jurisdiction of             (I.R.S. Employer
  incorporation or organization)              Identification No.)

 200 EAST RANDOLPH DRIVE, CHICAGO, ILLINOIS          60601
  (Address of principal executive offices)        (Zip Code)

                        312-856-6111
  (Registrant's telephone number, including area code)

                       NOT APPLICABLE
  (Former name, former address, and former fiscal year, if
   changed since last report)

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

Number of shares outstanding as of March 31, 1998--100.

Registrant meets the conditions set forth in General Instructions
H(1)(a)  and (b) of Form 10-Q and is therefore filing  this  form
with reduced disclosure format.
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                  PART I--FINANCIAL INFORMATION

Item 1.  Financial Statements

Condensed Consolidated Statement of Income
(millions of dollars)
                                                 Three Months
                                                     Ended
                                                   March 31,
                                                 1998      1997
                                                         
Revenues:                                                
  Sales and other operating revenues.......... $ 5,951   $ 7,153
  Consumer excise taxes.......................     845       815
  Equity income of affiliates and other income     140       106
    Total revenues............................   6,936     8,074
                                                         
Costs and Expenses:                                      
  Purchased crude oil, natural gas,                      
    petroleum products and merchandise........   3,232     4,035
  Operating expenses..........................   1,031     1,045
  Petroleum exploration expenses,                        
    including exploratory dry holes...........     126       149
  Selling and administrative expenses.........     528       409
  Taxes other than income taxes...............     973     1,023
  Depreciation, depletion, amortization,                 
    and retirements and abandonments..........     472       484
  Interest expense:                                      
    Affiliates................................     127       124
    Other.....................................      57        36
      Total costs and expenses................   6,546     7,305
                                                         
Income before income taxes....................     390       769
                                                         
Income taxes..................................      93       213
                                                         
Net income.................................... $   297   $   556
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Condensed Consolidated Statement of Financial Position
(millions of dollars)
                                                 March 31,  Dec. 31,
ASSETS                                             1998       1997
Current Assets:                                             
  Cash ......................................... $    66    $    78
  Marketable securities--at cost................     342        768
  Accounts and notes receivable:                            
    Trade (less allowances of $7 at March 31,               
      1998 and at December 31, 1997)............   2,648      2,873
    Affiliates..................................   1,652        803
                                                   4,300      3,676
  Inventories...................................     954        876
  Prepaid expenses, income taxes and other......     858      1,044
    Total current assets........................   6,520      6,442
Investments and Other Assets:                               
  Affiliates....................................   1,394      1,391
  Other.........................................   3,085      2,957
                                                   4,479      4,348
Properties--at cost, less accumulated depre-                
  ciation, depletion and amortization of $24,240            
  at March 31, 1998, and $23,798 at December 31,            
  1997 (The successful efforts method of                    
  accounting is followed for costs incurred                 
  in oil and gas producing activities.).........  19,381     19,272
    Total assets................................ $30,380    $30,062
LIABILITIES AND SHAREHOLDER'S EQUITY                        
Current Liabilities:                                        
  Current portion of long-term obligations...... $    86    $   146
  Short-term obligations........................   1,079        576
  Accounts payable..............................   2,126      2,497
  Accrued liabilities...........................     716        872
  Taxes payable (including income taxes)........     810      1,074
    Total current liabilities...................   4,817      5,165
Long-Term Obligations:                                      
  Affiliates....................................   4,880      4,739
  Other debt....................................   2,953      2,791
  Capitalized Leases............................      81         80
                                                   7,914      7,610
Deferred Credits and Other Non-Current Liabilities:
  Income taxes..................................   2,837      2,781
  Other.........................................   1,872      1,882
                                                   4,709      4,663
Minority Interest...............................     123        119
Shareholder's Equity                                        
  Common stock and earnings retained and                    
    invested in the business....................  12,887     12,571
  Accumulated other comprehensive income:                   
    Foreign currency translation adjustment.....     (70)       (66)
                                                  12,817     12,505
    Total liabilities and shareholder's equity.. $30,380    $30,062
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Condensed Consolidated Statement of Cash Flows
(millions of dollars)
                                                  Three Months Ended
                                                       March 31,
                                                    1998      1997
Cash Flows from Operating Activities:                       
  Net income...................................   $   297   $   556
  Adjustments to reconcile net income to net                
    cash provided by operating activities:                  
    Depreciation, depletion, amortization,                  
      and retirement and abandonments..........       472       484
    Decrease in trade receivables..............       209       315
    Increase in affiliate receivables..........      (849)     (654)
    Decrease in payables and accrued                        
      liabilities..............................      (463)     (333)
    (Decrease) increase in taxes payable.......      (264)       16
    Deferred taxes and other items.............        65      (127)
    Net cash provided by operating activities..      (533)      257
                                                            
Cash Flows from Investing Activities:                       
  Capital expenditures.........................      (618)     (544)
  Proceeds from dispositions of property and                
    other assets...............................       255        74
  Net investments, advances and business                    
    acquisitions...............................       (82)     (128)
  Other........................................      (202)       44
    Net cash used in investing activities......      (647)     (554)
                                                            
Cash Flows from Financing Activities:                       
  New long-term obligations....................       322       130
  Repayment of long-term obligations...........       (83)     (102)
  Increase in short-term obligations...........       503       277
    Net cash used in financing activities......       742       305
                                                            
(Decrease) increase in Cash and Marketable                  
  Securities...................................      (438)        8
Cash and Marketable Securities-Beginning of                 
  Period.......................................       846       989
Cash and Marketable Securities-End of Period...   $   408   $   997
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Basis of Financial Statement Preparation

Amoco  Company  (the "Company") is a wholly owned  subsidiary  of
Amoco  Corporation, an Indiana corporation ("Amoco"), and is  the
holding  company  for  substantially all petroleum  and  chemical
operations  except  Amoco Canada Petroleum Company  Ltd.  ("Amoco
Canada")  and  selected other activities.  Amoco  guarantees  the
public debt obligations of the Company.

The condensed financial statements contained herein are unaudited
and have been prepared from the books and records of the Company.
In  the  opinion of management, the financial statements  reflect
all adjustments, consisting of only normal recurring adjustments,
necessary  for  a fair statement of the results for  the  interim
periods. The condensed financial statements have been prepared in
accordance with the instructions to Form 10-Q and, therefore,  do
not  include all information and notes necessary for  a  complete
presentation  of  results of operations, financial  position  and
cash  flows  in  conformity  with generally  accepted  accounting
principles. Certain information in the Consolidated Statement  of
Cash   Flows  has  been  reclassified  to  conform  to  the   new
presentation.

The   Company   adopted  Statement  of  Position  ("SOP")   98-1,
"Accounting  For  the  Costs of Computer  Software  Developed  or
Obtained for Internal Use" in the first quarter of 1998. The  SOP
requires costs of computer software developed for internal use to
be  capitalized as a long-lived asset. The capitalized costs  are
amortized over the estimated useful life of the software. For the
first  quarter  of 1998 the amount capitalized, which  would  had
been  expensed  previously, was approximately $20  million  after
tax.

The   Company  has  determined  that  the  U.S.  dollar  is   the
appropriate  functional  currency for substantially  all  of  its
operations.  Accordingly,  the U.S. dollar  was  adopted  as  the
functional   currency   for  the  Company's   European   chemical
operations as well as all Fabrics operations in the first quarter
of  1998.  The  change  in functional currency  did  not  have  a
significant  impact  on  the Company's  exposure  to  changes  in
currency rates or on the results of operations.

The  Company  also  adopted  Statement  of  Financial  Accounting
Standards   No.  130,  "Reporting  Comprehensive   Income."   The
Company's comprehensive income is as follows:

                                          Three Months Ended
                                           1998        1997
Net income..............................  $ 297       $ 556
Other comprehensive income, after tax...      4         (55)
Comprehensive income....................  $ 301       $ 501

Item 2.  Management's Narrative Analysis of Results of Operations

Results of Operations

Net income for the first quarter of 1998 amounted to $297 million
compared  with $556 million for the first quarter  of  1997.  The
decrease  in  earnings for the first quarter  of  1998  reflected
significantly  lower  energy prices compared  with  a  year  ago.
Chemical margins were also lower in some product lines. Petroleum
products  results were higher than a year ago reflecting improved
sales  margins  and  volumes. First-quarter  1998  earnings  also
benefited  from an after-tax gain of $43 million associated  with
ongoing   divestitures  of  exploration  and  production  ("E&P")
properties in the United States.

Sales  and  other operating revenues totaled $6 billion  for  the
first  quarter  of 1998, 17 percent lower than the  $7.2  billion
reported  in  the  corresponding 1997 period.  Refined  products,
crude  oil  and  natural gas revenues decreased  18  percent,  28
percent and 22 percent, respectively, primarily reflecting  lower
prices.

Purchases  of  crude  oil, natural gas,  petroleum  products  and
merchandise  totaled $3.2 billion for the first three  months  of
1998,  20  percent  lower than the comparable 1997  quarter.  The
decrease  was  primarily  attributable to  lower  crude  oil  and
natural gas purchase prices.

Exploration  expenses of $126 million decreased 16  percent  over
the  first-quarter of 1997, mainly due to lower  dry  hole  costs
overseas.  Selling  and administrative expense  of  $528  million
increased  over  the  first quarter of 1997  in  part  reflecting
unfavorable  before-tax currency effects of $11  million  in  the
1998  first  quarter compared with favorable before-tax  currency
effects of $27 million for the comparable 1997 period.

Outlook

The Company and the oil industry will continue to be affected  by
the  volatility  of  crude oil, natural gas and  refined  product
prices,   and   the   overall  supply/demand   balance   of   the
petrochemical  industry.  Uncertainty  in  world   markets,   new
governmental  regulation  and  technical  advances  add  to   the
significant  challenges  to  be  addressed  and  managed  by  the
Company.

The  Company believes it has the structure and resources to allow
it  to  achieve improvements in profitability and growth  of  its
businesses  through intensive portfolio management.  The  Company
also  expects to continue to benefit from ongoing cost  reduction
programs.  Efficiency gains are expected through  development  of
new   work   processes,  alliances,  joint  ventures,   strategic
acquisitions and divestments and volume growth in its operations.

Amoco's worldwide barrel-oil-equivalent production is expected to
increase  from 1996 levels by 25 percent by the year  2001,  with
the  largest  increases expected to occur  in  the  later  years.
Significant contributions are anticipated from the deepwater Gulf
of  Mexico,  Trinidad, Venezuela, Argentina, Bolivia, Egypt,  and
the Caspian Basin.

In   the   petroleum  products  sector,  the  Company's  refining
performance  is expected to improve by using a new  approach  and
organization which should increase revenues and improve  refining
utilization  simultaneously.  Amoco's  marketing  strategy   will
continue  to  emphasize brand product quality and growth  in  its
position  as  a  convenience  retailer,  with  an  objective   of
increasing gasoline volumes an average of four percent  per  year
over  the  long  term. The new convenience store  format,  called
Split Second, and a renewed commitment to the service bay, called
Certicare,  are  both strategies designed to increase  growth  in
marketing operations. Strategic alliances with such companies  as
McDonald's Corporation and Fomento Economico Mexicano S.A. de  C.
V. in Mexico are expected to expand.

In the chemical sector, Amoco's overall strategy is to manage its
portfolio  to  maximize  existing  business  value  by   stronger
functional excellence, increased market focus and more  efficient
management   of  opportunities.  Amoco  is  in  the  process   of
selectively increasing capacities within its chemical  portfolio.
While  current industry excess purified terephthalic acid ("PTA")
capacity  is  putting  downside pressure  on  margins,  long-term
worldwide  growth  is  expected to be eight  percent.  Paraxylene
("PX")  long-term annual growth is expected to be seven  percent.
In order to meet expected growth in PTA an PX, Amoco is expanding
its wholly owned and joint-venture operations.

Liquidity and Capital Resources

Cash  flows from operating activities was a negative $533 million
in  the first three months of 1998 compared with $257 million  in
the  comparable 1997 period. Working capital totaled $1.7 billion
at  March 31, 1998, compared with $1.3 billion at year-end  1997.
The  Company's current ratio was 1.35 to 1 at March 31, 1998  and
1.25  to  1 at year-end 1997. As a matter of policy, the  Company
practices  asset  and  liability management techniques  that  are
designed  to minimize its investment in non-cash working capital.
This  does  not impair operational flexibility since the  Company
has ready access to both short- and long-term debt markets.

The  Company's  ratio  of  debt  to  debt-plus-equity  on  public
obligations  was  24.1 percent at March 31, 1998,  compared  with
21.7  percent  at year-end 1997. Including debt with  affiliates,
the  ratio was 41 percent at March 31, 1998, and 39.5 percent  at
year-end  1997. The ratio of earnings to fixed charges on  public
obligations  was  5.4  to 1 for the first three  months  of  1998
compared with 11.8 to 1 at year ended December 31, 1997.

Amoco  is  a  50  percent owner of a recently  constructed  power
generation plant in Colombia. Currently, it is not clear  whether
an  adequate  fuel supply will be available to the  plant  on  an
efficient  basis. Amoco is exploring alternatives for plant  fuel
supply,  and evaluating its commercial options. If an alternative
fuel  supply cannot be identified, recovery of Amoco's investment
of approximately $110 million would be uncertain.

The  Company  believes its strong financial position will  permit
the  financing of business needs and opportunities as they arise.
It  is  anticipated  that  ongoing operations  will  be  financed
primarily  by internally generated funds. Short-term obligations,
such  as  commercial  paper  borrowings,  give  the  Company  the
flexibility  to  meet  short-term  working  capital   and   other
temporary  requirements. At March 31, 1998, bank lines of  credit
available to support commercial paper borrowings amounted to $500
million, all of which were supported by commitment fees.

The  Company  also may utilize its favorable access to  long-term
debt  markets  to  finance  profitable growth  opportunities  and
ongoing  operations. A $500 million shelf registration  statement
remains  on  file with the Securities and Exchange Commission  to
permit ready access to capital markets.

Amoco  Corporation and Amoco Company guarantee the  notes,  bonds
and  debentures of Amoco Canada Petroleum Company Ltd. Contingent
liabilities of the Company include guarantees of $200 million  of
outstanding loans of an equity affiliate.

Capital  and exploration expenditures for the first three  months
of  1998 totaled $744 million compared with $693 million for  the
similar 1997 period. Approximately 64 percent of the spending  is
in the E&P sector.

Investments  in affiliates totaled $1,394 million  at  March  31,
1998. The investments reflect the Company's remaining interest in
certain   European  chemical  operations,  of  which  95  percent
ownership was transferred to Amoco Corporation in 1994.

The  Company  has  provided in its accounts  for  the  reasonably
estimable  future  costs  of  probable environmental  remediation
obligations   relating  to  various  oil  and   gas   operations,
refineries,  marketing  sites and chemical  locations,  including
multiparty  sites  at  which  the  Company  and  certain  of  its
subsidiaries  have  been  identified as  potentially  responsible
parties  by  the  U.S.  Environmental  Protection  Agency.   Such
estimated   costs   will  be  refined  over  time   as   remedial
requirements and regulations become better defined. However,  any
additional environmental costs cannot be reasonably estimated  at
this  time  due  to  uncertainty  of  timing,  the  magnitude  of
contamination,  future technology, regulatory changes  and  other
factors. Although future costs could have a significant effect on
the  results  of  operations in any  one  period,  they  are  not
expected to be material in relation to the Company's liquidity or
consolidated financial position. In total, the accrued  liability
represents   a   reasonable  best  estimate  of   the   Company's
remediation liability.

"Safe  Harbor" Statement under the Private Securities  Litigation
Reform Act of 1995.

Statements  in  this  report  that  are  not  historical   facts,
including  statements under the heading of  "Outlook"  and  other
statements  about  industry  and  company  growth,  estimates  of
expenditures and savings, and other trend projections are forward
looking   statements.  These  statements  are  based  on  current
expectations  and involve risk and uncertainties.  Actual  future
results or trends may differ materially depending on a variety of
factors.  These  include  specific  factors  identified  in   the
discussion accompanying such forward looking statements, industry
product  supply,  demand  and pricing,  political  stability  and
economic   growth  in  relevant  areas  of  the  world,   Amoco's
successful   execution   of  its  internal   performance   plans,
development  and  use  of new technology, successful  partnering,
actions  of competitors, natural disasters, and other changes  to
business conditions.

PART II--OTHER INFORMATION

Item 1.  Legal Proceedings

Nine  proceedings  instituted  by  governmental  authorities  are
pending or known to be contemplated against Amoco and certain  of
its  subsidiaries  under  federal, state or  local  environmental
laws,  each of which could result in monetary sanctions in excess
of $100,000. No individual proceeding is, nor are the proceedings
as a group, expected to have a material adverse effect on Amoco's
liquidity,   consolidated  financial  position  or   results   of
operations.  Amoco estimates that in the aggregate  the  monetary
sanctions  reasonably likely to be imposed from these proceedings
amount to approximately $4.1 million.

The  Internal Revenue Service ("IRS") challenged the  application
of  certain foreign income taxes as credits against Amoco's  U.S.
taxes  that otherwise would have been payable for the years  1980
through 1992. On June 18, 1992, the IRS issued a statutory Notice
of Deficiency for additional taxes in the amount of $466 million,
plus interest, relating to 1980 through 1982. Amoco contested the
IRS  statutory Notice of Deficiency. Trial on the matter was held
in  April 1995, and a decision was rendered by the U.S. Tax Court
in March 1996, in Amoco's favor. The IRS appealed the Tax Court's
decision  to  the U.S. Court of Appeals for the Seventh  Circuit,
and  on  March  11,  1998, the Seventh Circuit affirmed  the  Tax
Court's prior decision. A proposal for a comparable adjustment of
foreign  tax  credits is pending for the years 1983 through  1992
based upon subsequent IRS audits. Amoco believes that the foreign
income taxes have been reflected properly in its U.S. federal tax
returns.  Consequently, this dispute is not expected  to  have  a
material  effect  on  liquidity, results of  operations,  or  the
consolidated financial position of Amoco.

Amoco has various other suits and claims pending against it among
which  are several class actions for substantial monetary damages
which  in  Amoco's  opinion  are not  meritorious.  While  it  is
impossible  to  estimate with certainty the  ultimate  legal  and
financial  liability in respect to these other suits and  claims,
Amoco  believes  that,  while  the  aggregate  amount  could   be
significant, it will not be material in relation to its liquidity
or its consolidated financial position.

Item 2.  Changes in Securities
Not applicable.

Item 3.  Defaults upon Senior Securities
Not applicable.

Item 4.  Submission of Matters to a Vote of Security Holders
Not applicable.

Item 5.  Other Information
Not applicable.

Item 6.  Exhibits and Reports on Form 8-K

(a)  Exhibits

Exhibit
Number

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


(b) No reports on Form 8-K were filed during the quarter
     ended March 31, 1998.
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                            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.


                            Amoco Company
                            (Registrant)
                            
                            
Date: May 14, 1998          A. J. NOCCHIERO
                            A. J. Nocchiero
                            Vice President and Controller
                            (Duly Authorized and Chief
                             Accounting Officer)

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