<PAGE>
               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 September 30, 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 September 30, 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      Nine Months
                                          Ended             Ended
                                       September 30,     September 30,
                                       1998     1997      1998     1997
                                                                 
Revenues:                                                        
  Sales and other operating revenues $ 5,587  $ 7,317   $17,716  $21,332
  Consumer excise taxes.............     924      894     2,682    2,577
  Equity in income of affiliates and                             
    other income ...................      92       88       374      290
    Total revenues..................   6,603    8,299    20,772   24,199
                                                                 
Costs and Expenses:                                              
  Purchased crude oil, natural                                   
    gas, petroleum products and                                  
    merchandise.....................   2,822    4,094     9,250   11,914
  Operating expenses................   1,223    1,141     3,402    3,239
  Petroleum exploration expenses,                                
    including exploratory dry holes.     148      120       425      387
  Selling and administrative                                     
    expenses........................     499      409     1,504    1,267
  Taxes other than income taxes.....   1,025    1,038     3,037    3,099
  Depreciation, depletion, amorti-                               
    zation, and retirements                                      
    and abandonments................     453      479     1,602    1,415
  Interest expense:                                              
    Affiliates......................     132      128       401      379
    Other...........................      62       81       196      172
      Total costs and expenses......   6,364    7,490    19,817   21,872
                                                                 
Income before income taxes..........     239      809       955    2,327
                                                                 
Income taxes........................      (4)     341       257      757
                                                                 
Net income.......................... $   243  $   468   $   698  $ 1,570
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Condensed Consolidated Statement of Financial Position
(millions of dollars)
                                                 Sept. 30,  Dec. 31,
ASSETS                                             1998       1997
Current Assets:                                             
  Cash ......................................... $    92    $    78
  Marketable securities--at cost................     412        768
  Accounts and notes receivable:                            
    Trade (less allowances of $13 at September 30,             
      1998 and $7 at December 31, 1997).........   2,332      2,873
    Affiliates..................................   1,238        803
                                                   3,570      3,676
  Inventories...................................     978        876
  Prepaid expenses, income taxes and other......     505      1,044
    Total current assets........................   5,557      6,442
Investments and Other Assets:                               
  Affiliates....................................   1,394      1,391
  Other.........................................   2,942      2,957
                                                   4,336      4,348
Properties--at cost, less accumulated depre-                
  ciation, depletion and amortization of $25,273            
  at September 30, 1998, and $23,798 at                     
  December 31, 1997.............................  19,786     19,272
    Total assets................................ $29,679    $30,062
                                                            
LIABILITIES AND SHAREHOLDER'S EQUITY                        
Current Liabilities:                                        
  Current portion of long-term obligations...... $   146    $   146
  Short-term obligations........................     660        576
  Accounts payable..............................   1,773      2,497
  Accrued liabilities...........................     878        872
  Taxes payable (including income taxes)........     943      1,074
    Total current liabilities...................   4,400      5,165
Long-Term Obligations:                                      
  Affiliates....................................   5,022      4,739
  Other debt....................................   3,463      2,791
  Capitalized leases............................      82         80
                                                   8,567      7,610
Deferred Credits and Other Non-Current Liabilities:
  Income taxes..................................   2,883      2,781
  Other.........................................   1,878      1,882
                                                   4,761      4,663
Minority Interest...............................     122        119
Shareholder's Equity:                                       
  Common stock and earnings retained and                    
    invested in the business....................  11,897     12,571
  Accumulated other comprehensive income:                   
    Foreign currency translation adjustment.....     (68)       (66)
                                                  11,829     12,505
    Total liabilities and shareholder's equity.. $29,679    $30,062
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Condensed Consolidated Statement of Cash Flows
(millions of dollars)
                                                  Nine Months Ended
                                                    September 30,
                                                    1998      1997
Cash Flows from Operating Activities:                       
  Net income...................................   $   698   $ 1,570
  Adjustments to reconcile net income to net                
    cash provided by operating activities:                  
    Depreciation, depletion, amortization,                  
      and retirement and abandonments..........     1,602     1,415
    Decrease in trade receivables                     545       123
    Increase in affiliate receivables                (435)   (1,647)
    Decrease in payables and accrued                        
      liabilities..............................      (677)     (545)
    (Decrease) increase in taxes payable........     (131)       69
    Deferred taxes and other items.............       217       (28)
    Net cash provided by operating activities..     1,819       957
                                                            
Cash Flows from Investing Activities:                       
  Capital expenditures.........................    (1,996)   (2,032)
  Proceeds from dispositions of property and                
    other assets...............................       438       244
  Net investments, advances and business                    
    acquisitions...............................      (223)     (587)
  Proceeds from sales of investments                    -        77
  Other........................................       (39)      143
    Net cash used in investing activities......    (1,820)   (2,155)
                                                            
Cash Flows from Financing Activities:                       
  New long-term obligations....................     1,050       993
  Repayment of long-term obligations...........      (103)     (273)
  Dividends paid...............................    (1,372)     (136)
  Increase in short-term obligations...........        84       344
    Net cash used in financing activities......      (341)      928
                                                            
Decrease in Cash and Marketable                             
  Securities...................................      (342)     (270)
Cash and Marketable Securities-Beginning of                 
  Period.......................................       846       989
Cash and Marketable Securities-End of Period...   $   504   $   719
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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.

In  June  1998, the Financial Accounting Standards  Board  issued
Statement  of  Financial Accounting Standards ("SFAS")  No.  133,
"Accounting  for Derivative Instruments and Hedging  Activities."
This statement establishes accounting and reporting standards for
derivative  instruments and for hedging activities.  It  requires
that all derivatives be recognized at fair value as either assets
or liabilities in the statement of financial position. The effect
of the adoption of SFAS No. 133 is not known at this time, but is
not  expected  to  be material to Amoco's financial  position  or
results of operations. Implementation of SFAS No. 133 is required
no later than the quarter ending March 31, 2000.

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.  The
amount  capitalized,  which would have been expensed  previously,
was  approximately $46 million after tax in the first nine months
of  1998  with $7 million after tax capitalized during the  third
quarter.

Shown below is the Company's comprehensive income.

                                        Three Months      Nine Months
                                           Ended             Ended
                                        September 30,     September 30,
                                        1998     1997     1998     1997
Net income............................ $ 243   $  468   $  698   $1,570
Other comprehensive income, after tax.    (1)     (20)      (2)     (96)
Comprehensive income.................. $ 242   $  448   $  696   $1,474

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

Results of Operations

Net income for the third quarter of 1998 amounted to $243 million
compared  with $468 million for the third quarter  of  1997.  The
third-quarter   earnings   decline   primarily   resulted    from
significantly lower crude oil prices, which have fallen nearly 30
percent in the last year. In addition lower crude oil prices have
not translated into more favorable downstream results, which have
been adversely affected by lower margins.

For  the first nine months of 1998, the Company reported earnings
of  $869 million, excluding the second quarter impairment charges
of  $214 million for Colombian assets and a first-quarter gain of
$43  million  on  asset divestitures. This compared  with  $1,570
million  earned  in  the  year-earlier period.  The  decrease  in
earnings  primarily  reflected lower energy prices  and  chemical
margins.

Sales  and other operating revenues totaled $5.6 billion for  the
third  quarter  of 1998, 23 percent lower than the $7.38  billion
reported  in  the corresponding 1997 period. Crude  oil,  refined
products, and chemical revenues decreased 35 percent, 23  percent
and 22 percent, respectively, primarily reflecting lower prices.

For  the  first  nine months of 1998, sales and  other  operating
revenues  totaled  $17.7 billion, a 17 percent decline  from  the
comparable  1997  period. Higher sales  volumes  were  more  than
offset by lower prices for refined products and crude oil.

The  increase in other income  for  the  year-to-date 1998 period
primarily reflected gains associated  with  the  divestitures  of
U.S.   exploration   and   production  ("E&P")   properties.  The 
divestitures, which began in the third quarter of 1997, were part
of The Company's strategy to upgrade and refocus the portfolio of
E&P assets.

Purchases  of  crude  oil, natural gas,  petroleum  products  and
merchandise totaled $2.8 billion for the third quarter  of  1998,
31  percent lower than the comparable 1997 quarter. The  decrease
was  primarily  attributable to lower crude oil purchase  prices.
Purchases  declined 22 percent in the first nine months  of  1998
mainly resulting from lower crude oil purchase prices.

Petroleum  exploration  expenses of $148 million  for  the  third
quarter  of  1998 increased 23 percent from the third quarter  of
1997,  mainly  due to higher dry hole costs. For the  first  nine
months  of 1998, exploration expenses increased ten percent  over
the  nine-month  period  in  1997,  primarily  reflecting  higher
exploration costs in the United States.

The    increase   for   year-to-date   depreciation,   depletion,
amortization,   and   retirements  and   abandonments   primarily
reflected   the  previously  mentioned  impairment   charge   for
Colombian assets.

The  increase in other interest expense for the first nine months
of  1998,   compared  with  the  prior-year's  periods, reflected
higher long-term debt balances.

Outlook

On  August 11, 1998, the British Petroleum Company p.l.c.  ("BP")
and  Amoco  announced  their agreement to merge.  The  merger  is
subject to a number of conditions, including shareholder approval
and  various  regulatory  and other consents  and  confirmations,
which  are  in  process.  Assuming  all  requested  consents  and
confirmations  are  obtained,  the  merger  is  planned   to   be
consummated by year-end 1998.

Amoco set a record date of October 19, 1998 for a special meeting
of  Amoco shareholders for voting on the merger. Shareholders  of
record at the close of business on that date will be entitled  to
attend  the meeting to be held on December 10, 1998 and  vote  on
the   merger  proposal.  The  proxy  statement  for  the  special
shareholders meeting was mailed to shareholders starting  October
30, 1998.

Liquidity and Capital Resources

Cash  flows from operating activities was $1,819 million  in  the
first  nine  months  of 1998 compared with $957  million  in  the
comparable  1997 period. Working capital totaled $1.2 billion  at
September 30, 1998, compared with $1.3 billion at year-end  1997.
The  Company's current ratio was 1.26 to 1 at September 30,  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  third-party
obligations was 26.3 percent at September 30, 1998, compared with
21.7  percent  at year-end 1997. Including debt with  affiliates,
the  ratio  was  43.7  percent at September 30,  1998,  and  39.5
percent  at year-end 1997. The ratio of earnings to fixed charges
on third-party obligations was 4.3 to 1 for the first nine months
of 1998 compared with 11.8 to 1 at year ended December 31, 1997.

The  Company  believes its strong financial position will  permit
the  financing of business needs and opportunities as they arise.
Short-term  borrowings totaled $660 million as of  September  30,
1998,  an  increase of $84 million from year-end 1997. Short-term
obligations,  such  as  commercial  paper  borrowings,  give  the
Company  the  flexibility to meet short-term working capital  and
other  temporary requirements. At September 30, 1998, bank  lines
of  credit  available  to  support outstanding  commercial  paper
borrowings amounted to $790 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. 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-basis affiliate.

Capital and exploration expenditures for the first nine months of
1998 totaled $2,421 million compared with $2,419 million for  the
similar 1997 period. Approximately 68 percent of the spending  is
in E&P operations.

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.

Year 2000 Update

The  Company  has  been  addressing the issue  of  preparing  its
computer systems to properly handle date information in the  year
2000  and  beyond.  This has involved the implementation  of  new
systems and upgrading of business computer information technology
("IT")  where  needed. In addition the Company has  reviewed  its
information  and  process  control  systems,  as  well  as  other
electronic  control  systems, to identify all critical  equipment
and  software  that  will  need to  be  altered  or  replaced  in
preparation  for the year 2000. The upgrading and replacement  of
these  systems  is underway and will occur primarily  during  the
three  years  ending in December 1999, with the majority  of  the
work being completed by year end 1998.

The  estimated total cost of the Company's year 2000  program  is
approximately  $155  million  with  yearly  expenditures  of  $21
million in 1997, $82 million in 1998, $45 million in 1999 and  $7
million  in  the  year 2000. The total impact of  the  year  2000
effort on the Company's before-tax net income is expected  to  be
$100  million  over  the  three-year  period.  The  total  amount
expended on the effort through the end of September, 1998 was $82
million.  Of  the  total amount projected  to  be  spent  on  the
program,  approximately $72 million, or 47 percent is expected to
be spent internally on repair or replacement of business computer
systems that have been identified as susceptible to the year 2000
issue. As a result of the year 2000 efforts, several non-critical
IT projects have been either terminated or deferred.

The Company's year 2000 efforts cover all areas that are known to
be  impacted  by the issue including IT application  systems  and
infrastructure,    process   control   systems    and    embedded
microprocessors  in  plants,  fields  and  building   facilities.
Through  September,  1998, in  excess  of 50 percent of our  high
criticality internal systems that have been found to be susceptible
to  the year 2000 issue have been either repaired or replaced.

The  year 2000 process calls for the ongoing assessment  of  year
2000  readiness of critical suppliers, customers, joint  ventures
and  partners.   Through   September,  1998   over  80 percent of
critical suppliers and customers  have  been  assessed  for  year
2000 readiness   at least once. The Company is in the process  of
reviewing  and  updating its business continuity and  contingency
plans to mitigate the impact of possible third party failures.

The  failure to correct a material year 2000 problem could result
in  an  interruption in, or a failure of, certain normal business
activities   or   operations.  Such  potential  interruptions and 
failures could materially  and  adversely  affect  the   Company.
However,  due  to the  general  uncertainty inherent in  the year
2000 problem,  the Company  is  unable  to  determine   at   this
time  whether  the  consequences  of  such  failures  will have a 
material impact on  the Company's results of operations, but they
are not  expected  to  have   a  material effect on the Company's
liquidity  or  financial  condition.   The  Company's  year  2000 
program  is  expected  to significantly reduce the Company's level
of uncertainty about the year  2000 problem and about the year 2000
compliance  and readiness of its material external parties.  The
Company  believes that with the implementation  of  new  business
systems   and  completion  of  the  program  as  scheduled,   the
possibility  of  significant interruptions of  normal  operations
should be reduced.

Each    business   entity   is   accountable   for   identifying,
categorizing,  and prioritizing risks associated  with  the  year
2000  transition  and  developing, exercising,  and  implementing
appropriate  contingency  plans  to  mitigate  those  risks.  The
Company intends to leverage existing Crisis Management, Emergency
Response,  and  Business Continuity organizations  and  plans  to
assist   in   contingency  planning  and  to   supplement   these
organizations  and plans as needed. The Company is attempting  to
minimize  the uncertainties expected to be caused by the proposed
BP - Amoco merger.  To this end the Company is currently focusing
contingency  planning efforts on the most  stable  parts  of  the
existing  organizations such as individual plant  sites.   Higher
level  plans  that  call for cross-organization coordination  are
being  deferred until completion of the merger and definition  of
the resulting organizational structures.

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

Statements  in  this  report  that  are  not  historical   facts,
including statements about industry and company growth, estimates
of expenditures and savings, completion of the merger with BP 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, the Company's successful execution  of  its
internal   performance  plans,  development  and   use   of   new
technology,   successful  partnering,  actions  of   competitors,
natural  disasters, other changes to business conditions and,  1)
in  the case of the merger with BP, attainment of the approval of
the  shareholders  of  BP and Amoco and the  required  regulatory
consents and confirmations and other unforeseen circumstances  in
connection with the merger, and 2) in the case of the  year  2000
issue,  external  parties year 2000 readiness,  availability  and
costs  of  personnel trained in relevant areas,  the  ability  to
locate and correct all relevant computer code, complications  and
unforeseen circumstances resulting from the proposed BP and Amoco
merger and other uncertainties.

PART II--OTHER INFORMATION

Item 1.  Legal Proceedings

Reference  is  made to the description of the  challenge  by  the
Internal  Revenue  Service 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 in Part II, Item 1 of the
Company's Form 10-Q for the quarter ending March 31, 1998.

Six   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 $3 million.

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
      September 30, 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: November 13, 1998     A. J. NOCCHIERO
                            A. J. Nocchiero
                            Vice President and Controller
                            (Duly Authorized and Chief
                             Accounting Officer)