<PAGE>
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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 June 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 June 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       Six Months
                                           Ended             Ended
                                          June 30,          June 30,
                                        1998     1997      1998     1997
                                                                 
Revenues:                                                        
  Sales and other operating revenues $ 6,178  $ 6,862   $12,129  $14,015
  Consumer excise taxes.............     913      868     1,758    1,683
  Equity in income of affiliates and                             
    other income ...................     142       96       282      202
    Total revenues..................   7,233    7,826    14,169   15,900
                                                                 
Costs and Expenses:                                              
  Purchased crude oil, natural                                   
    gas, petroleum products and                                  
    merchandise.....................   3,196    3,785     6,428    7,820
  Operating expenses................   1,148    1,053     2,179    2,098
  Petroleum exploration expenses,                                
    including exploratory dry holes.     151      118       277      267
  Selling and administrative                                     
    expenses........................     477      449     1,005      858
  Taxes other than income taxes.....   1,039    1,038     2,012    2,061
  Depreciation, depletion, amorti-                               
    zation, and retirements                                      
    and abandonments................     677      452     1,149      936
  Interest expense:                                              
    Affiliates......................     142      127       269      251
    Other...........................      77       55       134       91
      Total costs and expenses......   6,907    7,077    13,453   14,382
                                                                 
Income before income taxes..........     326      749       716    1,518
                                                                 
Income taxes........................     168      203       261      416
                                                                 
Net income.......................... $   158  $   546   $   455  $ 1,102
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Condensed Consolidated Statement of Financial Position
(millions of dollars)
                                                 June 30,   Dec. 31,
ASSETS                                             1998       1997
Current Assets:                                             
  Cash ......................................... $    82    $    78
  Marketable securities--at cost................     645        768
  Accounts and notes receivable:                            
    Trade (less allowances of $6 at June 30,                
      1998, and $7 at December 31, 1997)........   2,754      2,873
    Affiliates..................................     793        803
                                                   3,547      3,676
  Inventories...................................     958        876
  Prepaid expenses, income taxes and other......     800      1,044
    Total current assets........................   6,032      6,442
Investments and Other Assets:                               
  Affiliates....................................   1,391      1,391
  Other.........................................   3,104      2,957
                                                   4,495      4,348            
Properties--at cost, less accumulated depre-                
  ciation, depletion and amortization of $24,892            
  at June 30, 1998, and $23,798 at December 31,             
  1997..........................................  19,400     19,272
    Total assets................................ $29,927    $30,062
                                                            
LIABILITIES AND SHAREHOLDER'S EQUITY                        
Current Liabilities:                                        
  Current portion of long-term obligations...... $    82    $   146
  Short-term obligations........................   1,281        576
  Accounts payable..............................   2,037      2,497
  Accrued liabilities...........................     691        872
  Taxes payable (including income taxes)........     774      1,074
    Total current liabilities...................   4,865      5,165
Long-Term Obligations:                                      
  Affiliates....................................   5,022      4,739
  Other debt....................................   3,505      2,791
  Capitalized leases............................      81         80
                                                   8,608      7,610
Deferred Credits and Other Non-Current Liabilities:
  Income taxes..................................   2,856      2,781
  Other.........................................   1,869      1,882
                                                   4,725      4,663
Minority Interest...............................     120        119
Shareholder's Equity:                                       
  Common stock and earnings retained and                    
    invested in the business....................  11,676     12,571
  Accumulated other comprehensive income:                   
    Foreign currency translation adjustment.....     (67)       (66)
                                                  11,609     12,505
    Total liabilities and shareholder's equity.. $29,927    $30,062
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Condensed Consolidated Statement of Cash Flows
(millions of dollars)
                                                   Six Months Ended
                                                       June 30,
                                                     1998     1997
Cash Flows from Operating Activities:                       
  Net income...................................   $   455   $ 1,102
  Adjustments to reconcile net income to net                
    cash provided by operating activities:                  
    Depreciation, depletion, amortization,                  
      and retirement and abandonments..........     1,149       936
    Decrease in trade receivables..............       958       350
    Increase in affiliate receivables..........      (849)     (994)
    Decrease in payables and accrued                        
      liabilities..............................      (636)     (323)
    Decrease in taxes payable..................      (300)     (183)
    Deferred taxes and other items.............       (12)     (303)
    Net cash provided by operating activities..       765       585
                                                            
Cash Flows from Investing Activities:                       
  Capital expenditures.........................    (1,291)   (1,319)
  Proceeds from dispositions of property and                
    other assets...............................       346       113
  Net investments, advances and business                    
    acquisitions...............................      (151)     (516)
  Other........................................       (55)       47
    Net cash used in investing activities......    (1,151)   (1,675)
                                                            
Cash Flows from Financing Activities:                       
  New long-term obligations....................     1,027       555
  Repayment of long-term obligations...........       (94)     (190)
  Dividends paid...............................    (1,371)     (133)
  Increase in short-term obligations...........       705       457
    Net cash used in financing activities......       267       689
                                                            
Decrease in Cash and Marketable                             
  Securities...................................      (119)     (401)
Cash and Marketable Securities-Beginning of                 
  Period.......................................       846       989
Cash and Marketable Securities-End of Period...   $   727   $   588
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Basis of Financial Statement Preparation

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

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

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 $39 million after tax in the first six  months
of 1998 with $19 million capitalized during the second quarter.

Shown below is the Company's comprehensive income.

                                        Three Months       Six Months
                                           Ended             Ended
                                          June 30,          June 30,
                                        1998     1997     1998     1997
Net income............................ $ 158   $  546   $  455   $1,102
Other comprehensive income, after tax.     3      (21)      (1)     (76)
Comprehensive income.................. $ 161   $  525   $  454   $1,026

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

Results of Operations

Net  income  for  the  second quarter of 1998  amounted  to  $158
million  compared  with $546 million for the  second  quarter  of
1997.  Second-quarter  1998 results included  a  charge  of  $214
million  for  impairment of the value of operations in  Colombia.
The impairment of the Opon field in Colombia reflected lower than
anticipated natural gas production and related reserve estimates.
The  charge  also  reflected impairment  of  the  adjacent  Termo
Santander  power  plant  because  of  the  unavailability  of  an
economic fuel supply.

Excluding  the  impairment  charge, the  second-quarter  earnings
decline  primarily resulted from significantly  lower  crude  oil
prices  reflecting an oversupply of crude oil on  world  markets,
and  lower  worldwide demand in part resulting in part  from  the
economic crisis in Asia. For the Company, crude oil prices in the
United  States dropped over $5.00 per barrel compared with  year-
earlier levels.

For  the  first six months of 1998, the Company reported earnings
of  $626  million, excluding the impairment charge and  a  first-
quarter  gain on asset divestitures of $43 million. This compared
with  $1,102  million  earned  in the  year-earlier  period.  The
decrease  in earnings primarily reflected lower crude oil  prices
and  chemical  margins. Partly offsetting were  higher  petroleum
products  earnings  due to improved refining  margins  and  sales
volumes.

Sales  and other operating revenues totaled $6.2 billion for  the
second  quarter of 1998, 10 percent lower than the $6.98  billion
reported  in  the corresponding 1997 period. Crude  oil,  refined
products  and chemical revenues decreased 25 percent, 14  percent
and 7 percent, respectively, primarily reflecting lower prices.

For  the  first half of 1998, sales and other operating  revenues
totaled  $12.1 billion, a 13 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  in  equity in income of affiliates  and  other
income  for  the  second quarter and year-to-date 1998  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  Amoco's  strategy  to
upgrade and refocus the portfolio of E&P assets.

Purchases  of  crude  oil, natural gas,  petroleum  products  and
merchandise totaled $3.2 billion for the second quarter of  1998,
16  percent lower than the comparable 1997 quarter. The  decrease
was  primarily  attributable to lower crude oil purchase  prices.
Purchases  declined 18 percent in the first half  of  1998  as  a
result of lower crude oil purchase prices.

Petroleum  exploration expenses of $151 million  for  the  second
quarter  of 1998 increased 28 percent from the second quarter  of
1997,  mainly  due to higher dry hole costs in the United  States
and  overseas.  For  the first six months  of  1998,  exploration
expenses  increased  four percent over the  six-month  period  in
1997,  reflecting higher exploration costs in the  United  States
offset by lower costs overseas.

The   increase   for  both  the  quarter  and   year-to-date   in
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 second quarter and
first six months of 1998, compared with the prior-year's periods,
,reflected higher long-term debt balances.

Subsequent Event

On  August  11,  1998,  Amoco and The British  Petroleum  Company
p.l.c.  ("BP")  announced  that the  companies  signed  a  merger
agreement. Subject to standard approvals and contingencies, Amoco
will  merge  with a subsidiary of BP. Under the agreement,  Amoco
shareholders  will be entitled to receive for each  Amoco  common
share held at closing, 3.97 BP ordinary shares. Such shares  will
be  delivered in the form of American Depository Receipts,  which
represent  six  BP  ordinary shares.  Following  the  merger,  BP
shareholders  will  hold  approximately  60  percent  and   Amoco
shareholders  approximately 40 percent  of  the  capital  of  the
combined company on a diluted basis. BP will be renamed BP  Amoco
p.l.c. 

Liquidity and Capital Resources

Cash  flows  from operating activities was $765  million  in  the
first  six  months  of  1998 compared with $585  million  in  the
comparable  1997 period. Working capital totaled $1.2 billion  at
June  30, 1998, compared with $1.3 billion at year-end 1997.  The
Company's current ratio was 1.24 to 1 at June 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 29.3 percent at June 30, 1998, compared with 21.7
percent  at  year-end 1997. Including debt with  affiliates,  the
ratio was 45.7 percent at June 30, 1998, and 39.5 percent at year-
end  1997.  The ratio of earnings to fixed charges on third-party
obligations  was  4.6  to  1 for the first  six  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 $1.3 billion as of June  30,  1998,
an  increase  of  $705  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 June 30, 1998,  bank  lines  of
credit  available to support 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. The Company issued $500 million of ten-year,
6%  guaranteed notes during the second quarter of  1998.  A  $500
million  shelf registration statement on file with the Securities
and  Exchange Commission was withdrawn during the second  quarter
of 1998.

Amoco  Corporation and Amoco Company guarantee the public  notes,
bonds  and debentures of Amoco Canada. 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 six months  of
1998 totaled $1,568 million compared with $1,586 million for  the
similar 1997 period. Approximately 69 percent of the spending  is
in E&P operations.

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 computer information technology  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 to be prepared 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 bulk of this work being completed by  the
end  of  1998.   Incremental costs related  to  this  effort  are
expected  to  reduce income by about $55 million  before  tax  in
1998, and by about $100 million for the 1997 through 1999 period.
The  Company's  year  2000  process will  assess  the  year  2000
readiness  of critical suppliers and customers who are addressing
similar issues in their businesses and systems. Interruptions  in
supplies  or customer orders (or other failures of third  parties
on  which  the  Company relies) resulting from year  2000  issues
could adversely affect the Company's business. The Company is  in
the process of  reviewing its business resumption and contingency
plans  to  mitigate the impact of possible third  party  failures
where cost effective.

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 about industry and company growth, estimates
of  expenditures  and  savings, and other trend  projections  are
forward looking statements. These statements are based on current
expectations  and involve risk and uncertainties.  Actual  future
results or trends may differ materially depending on a variety of
factors.  These  include  specific  factors  identified  in   the
discussion accompanying such forward looking statements, industry
product  supply,  demand  and pricing,  political  stability  and
economic   growth  in  relevant  areas  of  the  world,   Amoco's
successful   execution   of  its  internal   performance   plans,
development  and  use  of new technology, successful  partnering,
actions  of competitors, natural disasters, and other changes  to
business conditions.

                   PART II--OTHER INFORMATION

Item 1.  Legal Proceedings

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 ended March 31, 1998.

Seven  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 $3.9 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
      June 30, 1998.

                            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, 1998       A. J. NOCCHIERO
                            A. J. Nocchiero
                            Vice President and Controller
                            (Duly Authorized and Chief
                             Accounting Officer)