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 June 30, 1997 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 June 30, 1997--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      Six Months
                                          Ended             Ended
                                         June 30,          June 30,
                                       1997     1996      1997     1996
                                                                 
Revenues:                                                        
  Sales and other operating revenues $ 6,862  $ 7,098   $14,015  $13,580
  Consumer excise taxes.............     868      844     1,683    1,663
  Other income......................      96       84       202      187
                                                      
    Total revenues..................   7,826    8,026    15,900   15,430
                                                                 
Costs and Expenses:                                              
  Purchased crude oil, natural                                   
    gas, petroleum products and                                  
    merchandise.....................   3,785    4,028     7,820    7,485
  Operating expenses................   1,053    1,070     2,098    2,028
  Petroleum exploration expenses,                                
    including exploratory dry holes.     118      108       267      213
  Selling and administrative                                     
    expenses........................     449      492       858      936
  Taxes other than income taxes.....   1,038    1,019     2,061    2,020
  Depreciation, depletion, amorti-                               
    zation, and retirements                                      
    and abandonments................     452      480       936      944
  Interest expense:                                              
    Affiliates......................     127      124       251      245
    Other...........................      55       15        91       41
      Total costs and expenses......   7,077    7,336    14,382   13,912
                                                                 
Income before income taxes..........     749      690     1,518    1,518
                                                                 
Income taxes........................     203      180       416      410
                                                                 
Net income.......................... $   546  $   510   $ 1,102  $ 1,108
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Condensed Consolidated Statement of Financial Position
(millions of dollars)
                                                 June 30,   Dec. 31,
                                                   1997       1996
ASSETS                                                      
Current Assets:                                             
  Cash ......................................... $   200    $   222
  Marketable securities--at cost................     388        767
  Accounts and notes receivable (less                       
    allowances of $16 at June 30, 1997,                     
    and $14 at December 31, 1996)...............   4,543      3,899
  Inventories...................................     976        820
  Prepaid expenses and income taxes.............     789        653
    Total current assets........................   6,896      6,361
                                                            
Investments and Other Assets:                               
  Affiliates....................................   1,485      1,464
  Other.........................................   1,978      1,376
                                                   3,463      2,840
Properties--at cost, less accumulated                       
  depreciation, depletion and amortization of               
  $24,783 at June 30, 1997, and $24,151 at                  
  December 31, 1996 (The successful efforts                 
  method of accounting is followed for costs                
  incurred in oil and gas producing activities).  20,636     20,007
    Total assets...........................      $30,995    $29,208
                                                            
LIABILITIES AND SHAREHOLDER'S EQUITY                        
Current Liabilities:                                        
  Current portion of long-term obligations...... $    97    $    74
  Short-term obligations........................     899        442
  Accounts payable..............................   2,264      2,663
  Accrued liabilities...........................   1,007        916
  Taxes payable (including income taxes)........     705        831
    Total current liabilities...................   4,972      4,926
                                                            
Long-Term Obligations:                                      
  Affiliates....................................   4,803      4,731
  Other debt....................................   2,519      2,190
  Capitalized Leases............................      89         76
                                                   7,411      6,997
Deferred Credits and Other Non-Current Liabilities:
  Income taxes..................................   2,793      2,592
  Other.........................................   1,853      1,932
                                                   4,646      4,524
Minority Interest...............................     427        131
Shareholder's Equity............................  13,539     12,630
    Total liabilities and shareholder's equity.. $30,995    $29,208
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Condensed Consolidated Statement of Cash Flows
(millions of dollars)
                                                  Six Months Ended
                                                      June 30,
                                                   1997      1996
Cash Flows from Operating Activities:                      
  Net income...................................  $ 1,102   $ 1,108
  Adjustments to reconcile net income to net               
    cash provided by operating activities:                 
    Depreciation, depletion, amortization,                 
      and retirements and abandonments.........      936       944
    Other......................................   (1,453)     (894)
    Net cash provided by operating activities..      585     1,158
                                                           
Cash Flows from Investing Activities:                      
  Capital expenditures.........................   (1,411)   (1,434)
  Proceeds from dispositions of property and               
    other assets...............................      205       166
  Net investments, advances and business                   
    acquisitions...............................     (516)     (596)
  Proceeds from sales of investments...........       34         -
  Other........................................       13        (4)
    Net cash used in investing activities......   (1,675)   (1,868)
                                                           
Cash Flows from Financing Activities:                      
  New long-term obligations....................      555        91
  Repayment of long-term obligations...........     (190)     (235)
  Dividends paid...............................     (133)        -
  Increase in short-term obligations...........      457       478
    Net cash used in financing activities......      689       334
                                                           
Decrease in Cash and Marketable Securities.....     (401)     (376)
Cash and Marketable Securities-Beginning of                
  Period.......................................      989     1,000
Cash and Marketable Securities-End of Period...  $   588   $   624
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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 Company  and  Amoco
guarantee  the  public notes and debentures of Amoco  Canada  and
Amoco Argentina Oil Company ("Amoco Argentina").

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.


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

Results of Operations

Net  income  for  the  second quarter of 1997  amounted  to  $546
million  compared  with $510 million for the  second  quarter  of
1996.  The  increase  for the second quarter  of  1997  reflected
higher  refining  margins  and  increased  volumes  in  petroleum
products  and  most chemical product lines. Partially  offsetting
were  lower worldwide crude oil prices and lower U.S.  crude  oil
and natural gas production.

Net  income  for  the  first six months of  1997  totaled  $1,102
million  about the same as the comparable 1996 period.  Favorably
affecting 1997 results were higher energy prices earlier  in  the
year  and improved petroleum products operations. Offsetting were
lower chemical earnings compared with 1996, mainly as a result of
lower paraxylene margins.

Sales  and other operating revenues totaled $6.9 billion for  the
second quarter of 1997, three percent lower than the $7.1 billion
reported in the corresponding 1996 period. Crude oil and  refined
product   revenues  decreased  ten  percent  and  four   percent,
respectively,  for the quarter, mainly reflecting  lower  prices.
Year-to-date  sales and other operating revenue  increased  three
percent, primarily resulting from higher prices for natural  gas,
crude oil and refined products.

Purchases  of  crude  oil, natural gas,  petroleum  products  and
merchandise totaled $3.8 billion for the second quarter of  1997,
six  percent  lower  than the comparable quarter  for  1996.  The
decrease is primarily due to lower crude oil purchase prices  and
volumes.  Purchases of crude oil, natural gas, petroleum products
and  merchandise  for  the first six months  of  1997  were  $7.8
billion   compared   with  $7.5  billion  for   1996,   primarily
attributable to higher refined products volumes.

Operating expenses for the first six months of 1997 totaled  $2.1
billion  compared  with  $2 billion for 1996,  reflecting  higher
refining  maintenance expenses in the first  quarter  and  higher
U.S. production costs.

Exploration  expenses for the first six months  of  1997  totaled
$267 million compared with $213 million for 1996, as a result  of
higher dry hole costs overseas.

Selling  and  administration expenses for the second  quarter  of
1997 were $449 million compared with $492 million for the similar
1996  period.  Year-to-date selling and  administration  expenses
were  $858  million for 1997 compared to $936 million  for  1996.
Reflected  in year-to-date 1997 results were favorable before-tax
currency effects of $2 million compared with unfavorable  before-
tax  currency  effects  of $15 million for  the  comparable  1996
period.

Interest  expense other than affiliates totaled $55  million  and
$91  million  for  the  second quarter and six  months  of  1997,
respectively, compared with $15 million and $41 million  for  the
comparable 1996 periods. Included in the second quarter  of  1996
was lower interest expense on tax obligations.

Outlook

The  Company  and  the  petroleum industry will  continue  to  be
affected  by the volatility of crude oil and natural gas  prices.
Also,  affecting chemicals and petroleum products  activities  is
the  overall industry product supply and demand balance.  Amoco's
future  performance is expected to continue  to  be  impacted  by
ongoing  cost reduction programs; the divestment of non-strategic
assets;  application  of new technologies; and  new  governmental
regulations.

The  Company will pursue areas that capitalize on its natural gas
resources and continue to expand internationally. As announced in
June,  Amoco  plans  to  divest a  number  of  its  oil  and  gas
properties and royalty interests in the United States as part  of
a  major  refocusing  of  its  U.S.  exploration  and  production
business. The properties account for about 10 percent of U.S. net
production.  The proceeds from the divestments will  be  used  to
fund  growth opportunities in and outside North America  and  for
general corporate purposes.

Amoco's worldwide barrel-oil-equivalent production is expected to
increase from 1996 levels by 25 percent over the next five years,
with  the largest increases expected to occur in the later years.
Production in 1997 is expected to decrease slightly from year-end
1996,  with  incremental production from the Gulf of Mexico,  and
production from Venezuela, Colombia and Bolivia, being offset  by
normal field declines and dispositions.

In  petroleum  products, Amoco does not anticipate a  significant
improvement in U.S. industry refining margins in the  near  term.
Amoco  will continue to pursue additional cost reduction programs
and  improved asset utilization. Amoco's marketing strategy  will
continue  to  emphasize brand product quality and growth  in  its
position as a convenience retailer. Strategic alliances with such
companies  as  McDonald's Corporation and  Femsa  in  Mexico  are
expected to continue.

In chemicals, Amoco's overall strategy is to manage its portfolio
to  optimize  the quality of its businesses through  acquisitions
and  divestments, and selectively invest in local  market  growth
for  existing businesses. 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 and PX,
the  Company  is  expanding its wholly owned  and  joint-ventures
operations.


Liquidity and Capital Resources

Cash flows from operating activities amounted to $585 million  in
the  first  half  of  1997 compared with $1,158  million  in  the
comparable 1996 period. Working capital totaled $1,924 million at
June 30, 1997, compared with $1,435 million at year-end 1996. The
Company's current ratio was 1.39 to 1 at June 30, 1997  and  1.29
to  1  at  year-end  1996.  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 operating flexibility since the Company  has
ready access to both short- and long-term debt markets.

Long-term receivables and other assets at June 30, 1997  included
$280 million in restricted cash and investments committed to  the
operatorship of a Bolivian oil and gas company, Empresa Petrolera
Chaco.  Amoco  completed the agreement for  operatorship  and  50
percent ownership of Empresa Petrolera Chaco in April 1997.

The  Company's  ratio  of  debt  to  debt-plus-equity  on  public
obligations was 20.1 percent at June 30, 1997, compared with 17.4
percent  at  year-end 1996. Including debt with  affiliates,  the
ratio was 37.3 percent at June 30, 1997, and 36.8 percent at year-
end  1996.  The  ratio  of earnings to fixed  charges  on  public
obligations  was  11.5 to 1 for 1997's first six months  compared
with 14.2 to 1 for the year ended December 31, 1996.

The  Company  believes  that 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 June 30, 1997, 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 other
business  needs.  In early August 1997, the Company  issued  $300
million  in  10-year, 6.5% guaranteed notes from a  $500  million
Securities  and  Exchange Commission ("SEC")  shelf  registration
statement.

Capital and exploration expenditures for the first six months  of
1997 totaled $1,678 million compared with $1,647 million for  the
similar  1996 period. Excluded from this amount were expenditures
related  to  Empresa Petrolera Chaco. The capital and exploration
expenditures  for  the  first  six months  of  1996  exclude  the
purchase  of  Albemarle Corporation's alpha-olefins,  poly  alpha
olefins and synthetic alcohol businesses for $535 million.

Investments  in  affiliates totaled $1,485 million  at  June  30,
1997. 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.  Also
reflected were purchases of Amoco Corporation's common stock,  in
connection   with  Amoco's  two-year  $2  billion  common   stock
repurchase program.

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.  The  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  and  pricing, political stability  and  economic
growth  in  relevant areas of the world, the Company's successful
execution   of   its   internal  performance  plans,   successful
partnering, actions of competitors, natural disasters  and  other
changes to business conditions.
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                  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 I, Item 3 of  the
Company's 1996 Form 10-K.

Twelve  proceedings  instituted by governmental  authorities  are
pending  or  known  to be contemplated against  the  Company  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 the Company's liquidity, consolidated financial
position or results of operations. The Company estimates that  in
the  aggregate  the monetary sanctions reasonably  likely  to  be
imposed  from  these  proceedings amount  to  approximately  $7.5
million.

The Company has various other suits and claims pending against it
among  which  are several class actions for substantial  monetary
damages which in the Company'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,  the  Company 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

Shown below is summarized financial information for the Company's
indirectly wholly owned subsidiary, Amoco Argentina.
                                           
                           Three Months     Six Months
                              Ended           Ended
                             June 30,        June 30,
                            1997   1996     1997    1996
                                    (millions of dollars)
                                                   
    Revenues.............  $  68  $  79    $ 153   $ 154
    Net income...........  $  24  $  29    $  56   $  56

                                   June 30  Dec. 31,
                                     1997     1996
                                      (millions of dollars)
                                                    
    Current assets...............   $  61    $ 251  
    Total assets.................   $ 458    $ 613  
    Current liabilities..........   $ 106    $  87  
    Non-current liabilities......   $ 280    $ 237  
    Shareholder's equity.........   $  72    $ 289  
                                                    


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 June 30, 1997.
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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: August 13, 1997

                              Judith G. Boynton
                              Judith G. Boynton
                              Vice President and Controller
                              (Duly Authorized and Chief
                               Accounting Officer)

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