SECURITIES AND EXCHANGE COMMISSION 
                        WASHINGTON, D.C. 20549-1004 
  
  
                                  FORM 8-K 
  
  
                               CURRENT REPORT 
                   PURSUANT TO SECTION 13 OR 15(d) OF THE 
                      SECURITIES EXCHANGE ACT OF 1934 
  
  
  
                    December 2, 1998 (December 1, 1998) 
              ________________________________________________ 
              Date of report (Date of earliest event reported) 
  
  
  
                             Mobil Corporation 
           ______________________________________________________ 
             (Exact Name of Registrant as Specified in Charter) 
  
  
  
    Delaware               1-7555                 13-2850309 
 ______________     _____________________      __________________ 
 (State of          (Commission File No.)      (IRS Employer 
 Incorporation)                                Identification No.) 
  
  
  
                             3225 Gallows Road 
                        Fairfax, Virginia 22037-0001 
                         Telephone: (703) 846-3000 
        ____________________________________________________________ 
                  (Address of Principal Executive Offices) 
  
                                            

 Item 5.   Other Events. 
  
           On December 1, 1998, Mobil Corporation, a Delaware corporation
 ("Mobil"), Exxon Corporation, a New Jersey corporation ("Exxon"), and Lion
 Acquisition Subsidiary Corporation, a Delaware corporation and a wholly-
 owned direct subsidiary of Exxon ("Merger Subsidiary"), entered into an
 Agreement and Plan of Merger (the "Merger Agreement").  Pursuant to the
 Merger Agreement and subject to the terms and conditions set forth therein,
 Merger Subsidiary will be merged with and into Mobil, with Mobil being the
 surviving corporation of such merger (the "Merger"), and as a result of the
 Merger, Mobil will become a wholly-owned subsidiary of Exxon.  At the
 Effective Time (as defined in the Merger Agreement) of the Merger, (i) each
 issued and outstanding share of common stock, par value $1.00 per share, of
 Mobil (the "Mobil Common Stock") will be converted into the right to
 receive 1.32015 shares of common stock, without par value, of Exxon and
 (ii) each issued and outstanding share of Series B ESOP Convertible
 Preferred Stock, par value $1.00 per share, of Mobil (the "Series B
 Preferred Stock") will be converted into the right to receive one share of
 a new series of preferred stock to be issued by Exxon (having, to the
 extent possible, terms identical to those of the Series B Preferred Stock
 immediately prior to the Effective Time). 
  
           In connection with the execution of the Merger Agreement, Mobil
 and Exxon entered into a Stock Option Agreement (the "Option Agreement")
 pursuant to which Mobil granted Exxon an option (the "Option") to purchase
 up to approximately 14.9% of the outstanding shares of Mobil Common Stock
 (after giving effect to the Option) exercisable in the circumstances
 specified in the Option Agreement. 
  
           A copy of the Merger Agreement is attached hereto as Exhibit 2.1
 and a copy of the Option Agreement is attached hereto as Exhibit 2.2.  The
 foregoing description is qualified in its entirety by reference to the full
 text of such exhibits.  A joint press release announcing the execution of
 the Merger Agreement and the Option Agreement was issued on December 1,
 1998, a copy of which is attached hereto as Exhibit 99.1 and is
 incorporated herein by reference. 
  
  
  
  
  
 Item 7.   Financial Statements, Pro Forma  
           Financial Information and Exhibits. 
  
  
      (c)  Exhibits 
  
  
           2.1            Agreement and Plan of Merger, dated as of December
                          1, 1998, among Mobil, Exxon and Merger Subsidiary. 
  
  
           2.2            Stock Option Agreement, dated as of December 1,
                          1998, between Mobil and Exxon. 
  
  
           99.1           Mobil and Exxon Joint Press Release, dated
                          December 1, 1998. 
  
                                            

                                            

                                   Signatures
  
       Pursuant to the requirements of the Securities Exchange Act of 1934,
 as amended, the Registrant has duly caused this report to be signed on its
 behalf by the undersigned hereunto duly authorized. 
  
 Dated:  December 2, 1998 
  
  
                        MOBIL CORPORATION 
  
                        By: /s/ Gordon G. Garney
                           -----------------------------------
                           Name:  Gordon G. Garney 
                           Title: Senior Assistant Secretary 
                                 
                                            

                                  EXHIBIT INDEX
  
 Exhibit No.              Description 
  
 2.1                      Agreement and Plan of Merger, dated as of December
                          1, 1998, among Mobil, Exxon and Merger Subsidiary. 
    
 2.2                      Stock Option Agreement, dated as of December 1,
                          1998, between Mobil and Exxon. 
  
 99.1                     Mobil and Exxon Joint Press Release, dated
                          December 1, 1998
[{"type": "8-K", "sequence": "1", "secsgml_size_bytes": 5382}]
{"company-data": {"conformed-name": "MOBIL CORP", "cik": "0000067182", "assigned-sic": "2911", "irs-number": "132850309", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "001-07555", "film-number": "98762846"}, "business-address": {"street1": "3225 GALLOWS RD", "city": "FAIRFAX", "state": "VA", "zip": "22037-0001", "phone": "7038463000"}, "mail-address": {"street1": "3225 GALLOWS ROAD", "city": "FAIRFAX", "state": "VA", "zip": "22037-0001"}}
SECURITIES AND EXCHANGE COMMISSION 
                        WASHINGTON, D.C. 20549-1004 
  
  
                                  FORM 8-K 
  
  
                               CURRENT REPORT 
                   PURSUANT TO SECTION 13 OR 15(d) OF THE 
                      SECURITIES EXCHANGE ACT OF 1934 
  
  
  
                    December 2, 1998 (December 1, 1998) 
              ________________________________________________ 
              Date of report (Date of earliest event reported) 
  
  
  
                             Mobil Corporation 
           ______________________________________________________ 
             (Exact Name of Registrant as Specified in Charter) 
  
  
  
    Delaware               1-7555                 13-2850309 
 ______________     _____________________      __________________ 
 (State of          (Commission File No.)      (IRS Employer 
 Incorporation)                                Identification No.) 
  
  
  
                             3225 Gallows Road 
                        Fairfax, Virginia 22037-0001 
                         Telephone: (703) 846-3000 
        ____________________________________________________________ 
                  (Address of Principal Executive Offices) 
  
                                            

 Item 5.   Other Events. 
  
           On December 1, 1998, Mobil Corporation, a Delaware corporation
 ("Mobil"), Exxon Corporation, a New Jersey corporation ("Exxon"), and Lion
 Acquisition Subsidiary Corporation, a Delaware corporation and a wholly-
 owned direct subsidiary of Exxon ("Merger Subsidiary"), entered into an
 Agreement and Plan of Merger (the "Merger Agreement").  Pursuant to the
 Merger Agreement and subject to the terms and conditions set forth therein,
 Merger Subsidiary will be merged with and into Mobil, with Mobil being the
 surviving corporation of such merger (the "Merger"), and as a result of the
 Merger, Mobil will become a wholly-owned subsidiary of Exxon.  At the
 Effective Time (as defined in the Merger Agreement) of the Merger, (i) each
 issued and outstanding share of common stock, par value $1.00 per share, of
 Mobil (the "Mobil Common Stock") will be converted into the right to
 receive 1.32015 shares of common stock, without par value, of Exxon and
 (ii) each issued and outstanding share of Series B ESOP Convertible
 Preferred Stock, par value $1.00 per share, of Mobil (the "Series B
 Preferred Stock") will be converted into the right to receive one share of
 a new series of preferred stock to be issued by Exxon (having, to the
 extent possible, terms identical to those of the Series B Preferred Stock
 immediately prior to the Effective Time). 
  
           In connection with the execution of the Merger Agreement, Mobil
 and Exxon entered into a Stock Option Agreement (the "Option Agreement")
 pursuant to which Mobil granted Exxon an option (the "Option") to purchase
 up to approximately 14.9% of the outstanding shares of Mobil Common Stock
 (after giving effect to the Option) exercisable in the circumstances
 specified in the Option Agreement. 
  
           A copy of the Merger Agreement is attached hereto as Exhibit 2.1
 and a copy of the Option Agreement is attached hereto as Exhibit 2.2.  The
 foregoing description is qualified in its entirety by reference to the full
 text of such exhibits.  A joint press release announcing the execution of
 the Merger Agreement and the Option Agreement was issued on December 1,
 1998, a copy of which is attached hereto as Exhibit 99.1 and is
 incorporated herein by reference. 
  
  
  
  
  
 Item 7.   Financial Statements, Pro Forma  
           Financial Information and Exhibits. 
  
  
      (c)  Exhibits 
  
  
           2.1            Agreement and Plan of Merger, dated as of December
                          1, 1998, among Mobil, Exxon and Merger Subsidiary. 
  
  
           2.2            Stock Option Agreement, dated as of December 1,
                          1998, between Mobil and Exxon. 
  
  
           99.1           Mobil and Exxon Joint Press Release, dated
                          December 1, 1998. 
  
                                            

                                            

                                   Signatures
  
       Pursuant to the requirements of the Securities Exchange Act of 1934,
 as amended, the Registrant has duly caused this report to be signed on its
 behalf by the undersigned hereunto duly authorized. 
  
 Dated:  December 2, 1998 
  
  
                        MOBIL CORPORATION 
  
                        By: /s/ Gordon G. Garney
                           -----------------------------------
                           Name:  Gordon G. Garney 
                           Title: Senior Assistant Secretary 
                                 
                                            

                                  EXHIBIT INDEX
  
 Exhibit No.              Description 
  
 2.1                      Agreement and Plan of Merger, dated as of December
                          1, 1998, among Mobil, Exxon and Merger Subsidiary. 
    
 2.2                      Stock Option Agreement, dated as of December 1,
                          1998, between Mobil and Exxon. 
  
 99.1                     Mobil and Exxon Joint Press Release, dated
                          December 1, 1998