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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 September 30, 1996 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, 1996--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,
                                        1996    1995     1996     1995
                                                               
Revenues:                                                      
                                                               
  Sales and other operating revenues $ 7,149 $ 6,076  $20,729  $18,154
  Consumer excise taxes.............     868     859    2,531    2,502
  Other income......................     255     127      442      340
      Total revenues................   8,272   7,062   23,702   20,996
                                                               
Costs and Expenses:                                            
  Purchased crude oil, natural                                 
    gas, petroleum products and                                
    merchandise.....................   4,157   3,097   11,642    9,495
  Operating expenses................   1,029     988    3,057    2,955
  Petroleum exploration expenses,                              
    including exploratory dry holes.     148     105      361      307
  Selling and administrative                                   
    expenses........................     433     402    1,369    1,274
  Taxes other than income taxes.....   1,068   1,023    3,088    2,986
  Depreciation, depletion, amorti-                             
    zation, and retirements and                                
    abandonments....................     498     455    1,442    1,347
  Interest expense:                                            
    Affiliates......................     131     126      376      374
    Other...........................      16      42       57      138
      Total costs and expenses......   7,480   6,238   21,392   18,876
                                                               
Income before income taxes..........     792     824    2,310    2,120
                                                               
Income taxes........................     226     218      636      566
                                                               
Net income.......................... $   566 $   606  $ 1,674  $ 1,554
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Condensed Consolidated Statement of Financial Position
(millions of dollars)
                                            Sept. 30,  Dec. 31,
                                              1996       1995
ASSETS                                                 
Current Assets:                                        
  Cash ...................................  $   138    $   145
  Marketable securities--at cost..........      626        855
  Accounts and notes receivable (less                  
    allowances of $13 at September 30, 1996                 
    and $12 at December 31, 1995).........    3,048      2,744
  Inventories.............................      894        870
  Prepaid expenses and income taxes.......      747        689
    Total current assets..................    5,453      5,303
                                                       
Investments and Other Assets:                          
  Affiliates..............................    1,427      1,428
  Other...................................    1,301      1,063
                                              2,728      2,491
Properties--at cost, less accumulated                  
  depreciation, depletion and amorti-                  
  zation of $24,065 at September 30, 1996,             
  and $23,337 at December 31, 1995 (the                
  successful efforts method of accounting              
  is followed for costs incurred in oil                
  and gas producing activities)...........   19,534     18,532
    Total assets..........................  $27,715    $26,326
                                                       
LIABILITIES AND SHAREHOLDER'S EQUITY                   
                                                       
Current Liabilities:                                   
  Current portion of long-term obligations  $    15    $   196
  Short-term obligations..................      465        266
  Accounts payable........................    2,067      2,496
  Accrued liabilities.....................      931        948
  Taxes payable (including income taxes)..      706        672
    Total current liabilities.............    4,184      4,578
                                                       
Long-Term Debt:                                        
  Affiliates..............................    4,568      4,608
  Other debt..............................    2,212      2,177
                                              6,780      6,785
Deferred Credits and Other Non-Current
  Liabilities:
  Income taxes............................    2,635      2,502
  Other...................................    1,889      1,895
                                              4,524      4,397
Minority Interest.........................      124        110
Shareholder's Equity......................   12,103     10,456
    Total liabilities and shareholder's                
      equity..............................  $27,715    $26,326
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Condensed Consolidated Statement of Cash Flows
(millions of dollars)
                                                   Nine Months Ended
                                                     September 30,
                                                    1996      1995
Cash Flows from Operating Activities:                       
  Net income...................................   $ 1,674   $ 1,554
  Adjustments to reconcile net income to net                
    cash provided by operating activities:                  
    Depreciation, depletion, amortization,                  
      and retirement and abandonments..........     1,442     1,347
    Other......................................    (1,071)     (799)
    Net cash provided by operating activities..     2,045     2,102
                                                            
Cash Flows from Investing Activities:                       
  Capital expenditures.........................    (2,293)   (1,964)
  Proceeds from dispositions of property and                
    other assets...............................       586       111
  Net investments, advances and business                    
    acquisitions...............................      (619)     (765)
  Other........................................        (2)        9
    Net cash used in investing activities......    (2,328)   (2,609)
                                                            
Cash Flows from Financing Activities:                       
  New long-term obligations....................        85       230
  Repayment of long-term obligations...........      (237)     (112)
  Distributions to Amoco Corporation...........         -      (332)
  Increase in short-term obligations...........       199        55
    Net cash provided by (used in) financing                
    activities.................................        47      (159)
                                                            
Decrease in Cash and Marketable                             
  Securities...................................      (236)     (666)
Cash and Marketable Securities-Beginning of                 
  Period.......................................     1,000     1,238
Cash and Marketable Securities-End of Period...   $   764   $   572
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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

The  Company earned $1,674 million for the first nine months
of  1996  compared with $1,554 million for  the  first  nine
months  of 1995. Included in the results for the first  nine
months  of  1996 was a gain of $97 million on  the  sale  of
Amoco's  polystyrene foam products business. Excluding  this
gain,  earnings  totaled $1,577 million, a  slight  increase
from   1995.  The  increase  in  earnings  reflected  strong
exploration  and  production  ("E&P")  earnings,   primarily
resulting from higher energy prices and production  volumes,
offset by lower chemical and petroleum products margins.

Earnings  for  the third quarter of 1996 were $566  million.
Benefiting earnings was the previously mentioned gain on the
sale   of   Amoco's  polystyrene  foam  products   business.
Excluding  this  gain,  earnings  totaled  $469  million,  a
decline  of 23 percent from 1995's third quarter net  income
of  $606  million. Continued weakness in petroleum  products
and  chemical margins more than offset higher energy  prices
and production volumes during the quarter.

Sales and other operating revenues totaled $20.7 billion for
the first nine months of 1996 and $7.1 billion for the third
quarter  of  1996, approximately 14 percent and  18  percent
higher,  respectively, than the corresponding 1995  periods.
The  increase in both periods was primarily attributable  to
higher  crude  oil, natural gas, and refined product  prices
and  volumes. Chemical revenues for both the nine months and
third  quarter increased slightly compared with the  similar
1995  periods,  as acquisitions and volume increases  offset
lower prices.

The increase in other income for both year-to-date and third
quarter  1996 mainly reflected the gain on the sale  of  the
polystyrene foam products business.

Purchases of crude oil, natural gas, petroleum products  and
merchandise totaled $11.6 billion for the first nine  months
of  1996,  23 percent higher than the first nine  months  of
1995. For the third quarter of 1996, purchases of crude oil,
natural gas, petroleum products and merchandise totaled $4.2
billion,  34 percent higher than the third quarter of  1995.
The  increase for both periods reflected higher  prices  and
volumes  for crude oil and natural gas and increased  prices
for refined products.

Petroleum exploration expense increased $54 million and  $43
million,  respectively, in the first nine months  and  third
quarter  of  1996  compared with 1995, primarily  reflecting
higher dry hole expenses overseas.

Interest expense for the first nine months and third quarter
of  1996  decreased primarily as a result of lower  interest
relating to revised estimates of tax obligations.

Outlook

The  Company  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.  The
Company's future performance is expected to continue  to  be
impacted   by  savings  associated  with  changes   in   its
organizational  structure; ongoing cost reduction  programs;
the  divestment  of marginal properties and  underperforming
assets;   application   of   new   technologies;   and   new
governmental regulations.

The  Company's exploration efforts will target those areas
that  offer  the  most potential.  The  Company  will also
continue to capitalize  on  its  natural gas resources. In
the  third  quarter,  a  contract  was  signed  to  supply
Ecopetrol with  up to 100  million cubic  feet  of natural
gas  daily  from  Amoco's  Opon  field  in  Colombia.  The
Company's  E&P  barrel-oil-equivalent  production  in  the
United States is expected to remain approximately  at 1995
levels. Overseas, the Liuhua oil field in  the South China
Sea came onstream in late March and  should  benefit  1996
crude oil production by an average of over 20,000  barrels
per  day. Overseas  natural  gas production is expected to
increase  in 1996 compared to 1995.

In the petroleum  products sector,  the Company anticipates
weak  refining  margins  in  the  near term. The  Company's
marketing strategy will continue to emphasize brand product
quality and improve its position as a convenience retailer.
The Company  will  continue  to   pursue  additional   cost
reduction  programs  and  improved  asset  utilization.  As
recently announced, Amoco  is  selling  its Central  Europe
marketing sites as part of its refocused strategy  to  grow
retail marketing operations primarily in the  Americas. The
sites being sold include four existing outlets and fourteen
others  that  are  currently  under construction in Poland,
Romania and Bulgaria.

In the chemical sector, while the near-term industry outlook
remains  soft  for commodity chemicals, the Company  expects
long-term  annual worldwide volume growth  to  exceed  three
percent,  with a higher increase anticipated  in  the  Asia-
Pacific region. PTA average annual growth is expected to  be
eight  percent over the next decade, with the largest demand
increase  expected to be in the Asia-Pacific  region,  while
worldwide  PX demand is expected to grow about  six  percent
per  year.  In order to meet expected growth in PTA  and  PX
demand,  the  Company's chemical segment  is  expanding  its
wholly owned and joint-venture operations.

During  the  third quarter, Amoco announced an expansion  of
purified  isophthalic  acid (PIA) capacity  at  its  Joliet,
Ill.,  facility  from the current 93,000 tons  per  year  to
200,000  tons per year. Operations are expected to begin  in
first  quarter  1998.  Sale of Amoco Foam  Products  Company
("Amoco Foam") to a unit of Tenneco Inc. was also completed.
Huntsman  Chemical Corporation has signed  an  agreement  to
purchase Amoco's polystyrene assets.

The  Company  will continue to evaluate and divest  marginal
properties  and  underperforming assets.  The  Company  also
continues to seek attractive opportunities worldwide and  is
constantly reviewing strategic alternatives. Amoco and Shell
Oil  Company  signed a letter of intent to  form  a  limited
partnership combining exploration and production  assets  in
the  greater Permian Basin area of west Texas and  southeast
New  Mexico.  Amoco will have a 65 percent interest  in  the
joint  venture,  which is expected to produce  approximately
210,000  gross barrels per day of crude oil and 250  million
gross cubic feet per day of natural gas. Final agreement  is
contingent   on   the  successful  completion   of   ongoing
discussions  regarding design, management and  operation  of
the  company. Start up of the partnership is expected in the
fourth quarter of 1996 or early 1997.


Liquidity and Capital Resources

Cash  flows  from  operating activities amounted  to  $2,045
million  in  the  first nine months of  1996  compared  with
$2,102  million  in  the  comparable  1995  period.  Working
capital  totaled  $1,269  million  at  September  30,  1996,
compared  with $725 million at year-end 1995. The  Company's
current  ratio was 1.30 to 1 at September 30, 1996 and  1.16
to  1  at  year-end 1995. 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.

The  Company's ratio of debt to debt-plus-equity  on  public
obligations was 18.1 percent at September 30, 1996, compared
with  20  percent  at  year-end 1995.  Including  debt  with
affiliates,  the  ratio was 37.3 percent  at  September  30,
1996,  and  40.7  percent at year-end  1995.  The  ratio  of
earnings to fixed charges on public obligations was 13.5  to
1  for 1996's first nine months compared with 11.6 to 1  for
the year ended December 31, 1995.

The Company believes that its strong financial position will
permit the financing of business needs and opportunities  as
they  arise.  To maintain flexibility, a shelf  registration
statement  for  $500 million in debt securities  remains  on
file with the Securities and Exchange Commission ("SEC")  to
permit ready access to capital markets. Amoco Argentina,  an
indirect  wholly  owned subsidiary of the Company,  filed  a
shelf  registration with the SEC for $200  million  in  debt
securities,  of  which $100 million in debt securities  were
subsequently  issued. Amoco Corporation  and  Amoco  Company
guarantee  the  securities issued  under  this  registration
statement.

Proceeds  from  dispositions of property  and  other  assets
included  $310 million received from the sale of Amoco  Foam
to a unit of Tenneco Inc.

On  March  1,  1996,  Albemarle Corporation's  ("Albemarle")
alpha-olefins,  poly  alpha olefins and  synthetics  alcohol
businesses  were purchased for approximately  $500  million.
The  purchase  involved about 550 employees  and  assets  in
Texas and Belgium.

Capital   and   exploration  expenditures,   excluding   the
Albemarle acquisition, totaled $2,654 million for the  first
nine  months  of  1996  compared with $2,271  million  spent
during the same period of 1995. The increase over the  first
nine  months of 1995 reflected planned increases in spending
in  growth  areas. Approximately 67 percent  of  the  $2,654
million  spent  to  date  has occurred  in  exploration  and
production 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.


                  PART II--OTHER INFORMATION

Item 1.  Legal Proceedings

Reference is made to the description of the challenge by the
Internal  Revenue Service ("IRS") of certain foreign  income
taxes  as  credits  against Amoco's U.S.  taxes  that  would
otherwise have been payable for the years 1980 through  1989
in  Part  I, Item 3 of Amoco's 1995 Form 10-K and  Part  II,
Item  1  of Amoco's Forms 10-Q for the quarters ended  March
31,  1996,  and  June 30, 1996. The IRS filed  a  Notice  of
Appeal  of the decision in the U.S. Tax Court on October  9,
1996.   The case will be sent to the United States Court  of
Appeals  for the Seventh Circuit.  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 adverse effect on the liquidity,
results of operations or the consolidated financial position
of Amoco.

Thirteen  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 $7.6 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  with
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.
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Item 5.  Other Information

Shown below is summarized financial information for the
Company's indirectly wholly owned subsidiary Amoco
Argentina.
                                              
                          Three Months     Nine months
                             Ended            Ended
                          September 30,    September 30,
                          1996     1995    1996     1995
                            (millions of dollars)
Revenues................  $ 90    $  67   $ 244    $ 189
Net income..............  $ 34    $  20   $  90    $  64
                                                 

                                  Sept. 30,    Dec. 31,
                                    1996         1995
                                 (millions of dollars)
Current assets..................    $125         $ 73
Total assets....................    $527         $389
Current liabilities.............    $ 78         $ 49
Non-current liabilities.........    $198         $113
Shareholder's equity............    $251         $227


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, 1996.
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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 12, 1996

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