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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, 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 March 31, 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
                                               Ended
                                              March 31,
                                            1997      1996
                                                    
Revenues:                                           
  Sales and other operating revenues..... $ 7,153   $ 6,482
  Consumer excise taxes..................     815       819
  Other income...........................     106       103
    Total revenues.......................   8,074     7,404
                                                    
Costs and Expenses:                                 
  Purchased crude oil, natural gas,                 
    petroleum products and merchandise...   4,035     3,457
  Operating expenses.....................   1,045       958
  Petroleum exploration expenses,                   
    including exploratory dry holes......     149       105
  Selling and administrative expenses....     409       444
  Taxes other than income taxes..........   1,023     1,001
  Depreciation, depletion, amortization,            
    and retirements and abandonments.....     484       464
  Interest expense:                                 
    Affiliates...........................     124       121
    Other................................      36        26
      Total costs and expenses...........   7,305     6,576
                                                    
Income before income taxes...............     769       828
                                                    
Income taxes.............................     213       230
                                                    
Net income............................... $   556   $   598
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Condensed Consolidated Statement of Financial Position
(millions of dollars)
                                            March 31,  Dec. 31,
                                              1997       1996
ASSETS                                                 
Current Assets:                                        
  Cash ...................................  $   220    $   222
  Marketable securities--at cost..........      777        767
  Accounts and notes receivable (less                  
    allowances of $15 at March 31, 1997,               
    and $14 at December 31, 1996).........    4,246      3,899
  Inventories.............................    1,019        820
  Prepaid expenses and income taxes.......      632        653
    Total current assets..................    6,894      6,361
                                                       
Investments and Other Assets:                          
  Affiliates..............................    1,538      1,464
  Other...................................    1,440      1,376
                                              2,978      2,840
Properties--at cost, less accumulated                  
  depreciation, depletion and amorti-                  
  zation of $24,519 at March 31, 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)...........   19,937     20,007
    Total assets..........................  $29,809    $29,208
                                                       
LIABILITIES AND SHAREHOLDER'S EQUITY                   
Current Liabilities:                                   
  Current portion of long-term obligations  $   265    $    74
  Short-term obligations..................      719        442
  Accounts payable........................    2,253      2,663
  Accrued liabilities.....................    1,016        916
  Taxes payable (including income taxes)..      847        831
    Total current liabilities.............    5,100      4,926
                                                       
Long-Term Obligations:                                 
  Affiliates..............................    4,645      4,731
  Other debt..............................    2,076      2,190
  Capitalized Leases......................       83         76
                                              6,804      6,997
Deferred Credits and Other Non-Current
  Liabilities:
  Income taxes............................    2,761      2,592
  Other...................................    1,882      1,932
                                              4,643      4,524
Minority Interest.........................      131        131
Shareholder's Equity......................   13,131     12,630
    Total liabilities and shareholder's                
      equity..............................  $29,809    $29,208
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Condensed Consolidated Statement of Cash Flows
(millions of dollars)
                                                  Three Months Ended
                                                       March 31,
                                                    1997      1996
Cash Flows from Operating Activities:                       
  Net income...................................   $   556   $   598
  Adjustments to reconcile net income to net                
    cash provided by operating activities:                  
    Depreciation, depletion, amortization,                  
      and retirement and abandonments..........       484       464
    Other......................................      (783)     (643)
    Net cash provided by operating activities..       257       419
                                                            
Cash Flows from Investing Activities:                       
  Capital expenditures.........................      (715)     (633)
  Proceeds from dispositions of property and                
    other assets...............................       245       131
  Net investments, advances and business                    
    acquisitions...............................      (128)     (563)
  Proceeds from sales of investments...........        34         -
  Other........................................        10         3
    Net cash used in investing activities......      (554)   (1,062)
                                                            
Cash Flows from Financing Activities:                       
  New long-term obligations....................       130        16
  Repayment of long-term obligations...........      (102)     (191)
  Increase in short-term obligations...........       277       336
    Net cash used in financing activities......       305       161
                                                            
Increase (decrease) in Cash and Marketable                  
  Securities...................................         8      (482)
Cash and Marketable Securities-Beginning of                 
  Period.......................................       989     1,000
Cash and Marketable Securities-End of Period...   $   997   $   518
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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 first quarter of 1997 amounted to $556 million
compared  with $598 million for the first quarter  of  1996.  The
decrease  in  earnings for the first quarter  of  1997  reflected
lower  petroleum products earnings as a result of higher refining
maintenance   costs  and  lower  throughput.  Chemical   earnings
declined  reflecting lower margins compared with high  prior-year
levels.  Partly offsetting were higher exploration and production
("E&P") earnings, primarily attributable to higher energy prices.

Sales  and other operating revenues totaled $7.2 billion for  the
first  quarter of 1997, 10 percent higher than the  $6.5  billion
reported in the corresponding 1996 period. Natural gas, crude oil
and  refined products revenues increased 27 percent,  17  percent
and   six  percent,  respectively,  primarily  reflecting  higher
prices.

Purchases  of  crude  oil, natural gas,  petroleum  products  and
merchandise  totaled  $4 billion for the first  three  months  of
1997,  17  percent  higher than 1996's first  three  months.  The
increase  was primarily attributable to higher crude oil purchase
prices.

Operating  expenses  of $1 billion increased  nine  percent  over
first-quarter   1996,  reflecting  higher  refining   maintenance
expenses  and  an increase in U.S. production costs.  Exploration
costs of $149 million increased 42 percent over the first-quarter
of 1996, mainly due to higher dry hole costs overseas.


Outlook

The Company and the oil 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  marginal
properties  and  underperforming  assets;  application   of   new
technologies; and new governmental regulations.

Amoco's  exploration efforts will continue to target those  areas
that  offer  the  most potential. Amoco will  pursue  areas  that
capitalize  on its natural gas resources and continue  to  expand
internationally.    Amoco's    worldwide    barrel-oil-equivalent
production is expected to increase from 1996 levels over the next
five  years, with the largest increases expected to occur in  the
later  years.  Production in 1997 is expected to  increase,  with
incremental  production anticipated from the Gulf of Mexico,  and
production from Venezuela, Colombia and Bolivia.

In  the  petroleum products sector, 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 be expanded.

In the chemical sector, Amoco's overall strategy is to manage its
portfolio  to  optimize  the quality of  its  businesses  through
acquisitions,  divestments  and selectively  investing  in  local
market  growth  for existing businesses. While  current  industry
excess PTA capacity is putting downside pressure on margins, long-
term  worldwide growth is expected to be 8 percent. PX  long-term
annual  growth  is  expected to be 6 percent. In  order  to  meet
expected  growth  in  PTA and paraxylene, the Company's  chemical
segment   is   expanding  its  wholly  owned  and  joint-ventures
operations.


Liquidity and Capital Resources

Cash flows from operating activities amounted to $257 million  in
the  first three months of 1997 compared with $419 million in the
comparable 1996 period. Working capital totaled $1,794 million at
March  31,  1997, compared with $1,435 million at year-end  1996.
The  Company's current ratio was 1.35 to 1 at March 31, 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.

The  Company's  ratio  of  debt  to  debt-plus-equity  on  public
obligations  was  18.7 percent at March 31, 1997,  compared  with
17.4  percent  at year-end 1996. Including debt with  affiliates,
the ratio was 36.7 percent at March 31, 1997, and 36.8 percent at
year-end  1996. The ratio of earnings to fixed charges on  public
obligations was 13.2 to 1 for 1997's first three 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 March 31, 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. A  $500
million  shelf registration statement in debt securities  remains
on  file  with the Securities and Exchange Commission ("SEC")  to
permit ready access to capital markets.


In  1995, 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. In early  1997,  the  $100
million  remaining  under  this registration  was  issued.  Amoco
Corporation  and  Amoco Company guarantee the  securities  issued
under this registration statement.

Capital  and exploration expenditures for the first three  months
of  1997 totaled $864 million compared with $738 million for  the
similar  1996  period.  Approximately  75  percent  of  the  1997
expenditures  was  spent in E&P operations. In  April  1997,  the
Company  pre-funded $307 million of expenditures related  to  the
operatorship and 50 percent ownership in a Bolivian oil  and  gas
company, Empresa Petrolera Chaco.

Investments  in affiliates totaled $1,538 million  at  March  31,
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  the  Company's purchases of Amoco  Corporation's
common stock.

Altura  Energy  Ltd. ("Altura") began operations March  1,  1997.
Altura,  a  limited  partnership formed by Amoco  and  Shell  Oil
Company,  combined the two companies' E&P assets in  the  Permian
Basin  area of west Texas and southeast New Mexico.  Amoco has  a
64 percent interest.

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.

                  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 Form 10-K.

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 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 of
    the Company's indirectly wholly owned subsidiary,
    Amoco Argentina.
                                     
                                        Three Months
                                           Ended
                                         March 31,
                                       1997      1996
                                   (millions of dollars)
    Revenues........................   $  85     $ 75
    Net income......................   $  32     $ 27
                                               
                                     March 31  Dec. 31,
                                       1997      1996
                                   (millions of dollars)
                                               
    Current assets..................   $ 322     $ 251
    Total assets....................   $ 699     $ 613
    Current liabilities.............   $  96     $  87
    Non-current liabilities.........   $ 282     $ 237
    Shareholder's equity............   $ 321     $ 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 March 31, 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: May 13, 1997

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