<PAGE>
<PAGE>
As  filed  with  the  Securities and Exchange  Commission  on
December 19, 1995
                                       Registration No. 33-

             SECURITIES AND EXCHANGE COMMISSION
                   Washington, D.C. 20549

                         FORM S-8

                   REGISTRATION STATEMENT
                           Under
                 The Securities Act of 1933

                     Amoco Corporation
   (Exact name of registrant as specified in its charter)

          Indiana                            36-1812780
(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)

              AMOCO FABRICS AND FIBERS COMPANY
                SALARIED 401(k) SAVINGS PLAN
                  (Full title of the Plan)

                  P. A. Brandin, Secretary
                     Amoco Corporation
                  200 East Randolph Drive
                  Chicago, Illinois 60601
          (Name and address of agent for service)

                      (312)-856-6111
(Telephone number, including area code, of agent for service)

              CALCULATION OF REGISTRATION FEE

                             Proposed     Proposed    
  Title of                   maximum      maximum     
 securities      Amount      offering     aggregate   
   to be          to be       price       offering     Amount of
 registered     registered     per         price      registration
     (1)           (2)       share(3)       (3)         fee(3)
Common Stock,                                         
without par       300,000                             
value . . . .     shares     $70.5625     $21,168,750    $7,300


(1)   Pursuant  to  Rule 416(c) under the Securities  Act  of
1933, as amended, this Registration Statement also     covers
an  indeterminate amount of interests to be   offered or sold
pursuant  to  the Amoco Fabrics and  Fibers Company  Salaried
401(k) Savings Plan (the "Plan").

(2)   Pursuant  to  Rule 416(a) under the Securities  Act  of
1933,   as   amended,   this  Registration   Statement   also
registers  such  indeterminate number  of  additional  shares
as  may be issuable under the Plan in connection with   share
splits, share dividends or similar transactions.

(3)   Estimated pursuant to Rule 457(h) under the  Securities
Act   of  1933,  as  amended,  solely  for  the  purpose   of
calculating  the  registration fee based on  the  average  of
the  high and low prices for Amoco Corporation  common  stock
as  reported on the New York Stock Exchange, Inc.   Composite
Transactions Reporting System on December 15, 1995.
<PAGE>
<PAGE>
                      AMOCO CORPORATION

                           PART II

      INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference

      The following documents filed by Amoco Corporation,  an
Indiana  corporation (the "Company") with the Securities  and
Exchange Commission are incorporated herein by reference:

     (a)  (I)  Annual Report of the Company on Form 10-K  for
               the year ended December 31, 1994;

          (ii) Current  Reports on Form 8-K  of  the  Company
               filed on April 5, and April 13, 1995;

          (iii)Quarterly  Report of the Company on Form  10-Q
               for the quarter ended March 31, 1995;

          (iv) Quarterly  Report of the Company on Form  10-Q
               for the quarter ended June 30, 1995; and

          (v)  Quarterly  Report of the Company on Form  10-Q
               for the quarter ended September 30, 1995.

      (b)  All other reports filed by the Company pursuant to
Section  13(a)  or 15(d) of the Securities  Exchange  Act  of
1934, as amended ("Exchange Act") since the end of the fiscal
year  covered  by the annual reports or referred  to  in  (a)
above.

      (c)  The description of the Company's common stock,  no
par value, contained in a registration statement filed by the
Company  under Section 12 of the Exchange Act, including  any
amendments or reports filed for the purpose of updating  such
description.

      All  reports subsequently filed by the Company  or  the
Amoco Fabrics and Fibers Company Salaried 401(k) Savings Plan
(the  "Plan") pursuant to Sections 13(a), 13(c), 14 and 15(d)
of  the Exchange Act, prior to the filing of a post-effective
amendment  which indicates that all securities  offered  have
been  sold or which deregisters all securities then remaining
unsold,  shall be deemed to be incorporated by  reference  in
this Registration Statement and to be a part hereof from  the
date of filing such documents.
Item 5.  Interests of Named Experts and Counsel

       The   legality  of  the  securities  to   which   this
Registration Statement relates has been passed on by Jane  E.
Klewin, Attorney, Amoco Corporation.

Item 6.  Indemnification of Directors and Officers

      Article  VIII  of  the Company's By-laws  provides  for
indemnification  of officers, directors  and  others  to  the
extent  permitted  by the Indiana Business  Corporation  Law.
The   Company   maintains  insurance  policies  under   which
officers,  directors  and others may be  indemnified  against
certain   losses  arising  from  certain  claims  under   the
Securities Act of 1933, as amended (the "Act").

Item 8.  Exhibits

     (4)(a)&(b)Official Text of Amoco Fabrics and Fibers
               Company Salaried 401(k) Savings Plan and
               Master Trust Agreement (effective
               January 1, 1996)(filed herewith).

     (5)       Opinion of Jane E. Klewin, including the
               consent of such counsel (filed herewith).

     (23)      Consent of Price Waterhouse (filed herewith).

     (24)      Powers of Attorney (incorporated by
               reference).

Item 9.  Undertakings

     The undersigned registrant hereby undertakes:

     (1)  To file, during any period in which offers or sales
are   being   made,   a  post-effective  amendment   to   the
registration statement;

      (i)   To  include  any prospectus required  by  Section
10(a)(3) of the Act;

      (ii)  To reflect in the prospectus any facts or  events
arising   after  the  effective  date  of  the   registration
statement   (or  the  most  recent  post-effective  amendment
thereof) which, individually or in the aggregate, represent a
fundamental  change  in  the information  set  forth  in  the
registration statement;

      (iii)      To  include  any material  information  with
respect  to the plan of distribution not previously disclosed
in  the registration statement or any material change to such
information in the registration statement;

      Provided, however, that paragraphs (i) and (ii) do  not
apply  if the registration statement is on Form S-8  and  the
information  required  to  be included  in  a  post-effective
amendment  by  those  paragraphs  is  contained  in  periodic
reports  filed  by the registrant pursuant to Section  13  or
Section  15(d)  of the Exchange Act that are incorporated  by
reference in the registration statement.

      (2)  That, for the purpose of determining any liability
under  the Act, each such post-effective amendment  shall  be
deemed  to  be a new registration statement relating  to  the
securities  offered  therein,  and  the  offering   of   such
securities  at  that time shall be deemed to be  the  initial
bona fide offering thereof.

      (3)   To  remove from registration by means of a  post-
effective  amendment any of the securities  being  registered
which remain unsold at the termination of the offering.

      (4)   To  submit the Plan and, from time  to  time  any
amendments  thereto, to the Internal Revenue Service  ("IRS")
in  a  timely manner and to make all changes required by  the
IRS in order to continue to qualify the Plan.

      The undersigned registrant hereby undertakes that,  for
purposes  of  determining any liability under the  Act,  each
filing  of the registrant's annual report pursuant to Section
13(a)  or  Section  15(d)  of the Exchange  Act  (and,  where
applicable, each filing of an employee benefit plan's  annual
report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in the registration statement shall
be  deemed to be a new registration statement relating to the
securities  offered  therein,  and  the  offering   of   such
securities  at  that time shall be deemed to be  the  initial
bona fide offering thereof.

     Insofar as indemnification for liabilities arising under
the   Act  may  be  permitted  to  directors,  officers   and
controlling  persons  of  the  registrant  pursuant  to   the
foregoing provisions, or otherwise, the registrant  has  been
advised  that  in the opinion of the Securities and  Exchange
Commission such indemnification is against public  policy  as
expressed  in  the Act and is, therefore, unenforceable.   In
the  event  that  a  claim for indemnification  against  such
liabilities  (other  than the payment by  the  registrant  of
expenses   incurred  or  paid  by  a  director,  officer   or
controlling  person  of  the  registrant  in  the  successful
defense  of  any action, suit or proceeding) is  asserted  by
such  director, officer or controlling person  in  connection
with  the  securities being registered, the registrant  will,
unless  in  the  opinion of its counsel the matter  has  been
settled  by  controlling precedent,  submit  to  a  court  of
appropriate   jurisdiction   the   question   whether    such
indemnification by it is against public policy  as  expressed
in  the Act and will be governed by the final adjudication of
such issue.

<PAGE>
<PAGE>
                               SIGNATURES

THE REGISTRANT

      Pursuant to the requirements of the Securities  Act  of
1933, the Registrant certifies that it has reasonable grounds
to  believe that it meets all of the requirements for  filing
on  Form  S-8 and has duly caused this Registration Statement
to be signed on its behalf by the undersigned, thereunto duly
authorized,  in  the City of Chicago, State of  Illinois,  on
December 19, 1995.


                              AMOCO CORPORATION
                                 Registrant


             By:              JOHN L. CARL
                  John L. Carl, Executive Vice President
                                and Chief Financial Officer

      Pursuant to the requirements of the Securities  Act  of
1933,  this Registration Statement has been signed  below  by
the following persons in the capacities indicated on December
19, 1995.

       Signatures                         Titles
                                             
                          
H. LAURANCE FULLER*       Chairman of the Board, President and
H. Laurance Fuller        Director
                              (Principal Executive Officer)
                          
                          
JOHN L. CARL*             Executive Vice President and Chief
John L. Carl              Financial Officer
                              (Principal Financial Officer)
                          
                          
J. R. REID*               Vice President and Controller
J. R. Reid                     (Principal Accounting Officer)
                          
                          
L. D. THOMAS*             Vice Chairman and Director
L. D. Thomas
                          
                          
DONALD R. BEALL*          Director
Donald R. Beall

                
RUTH BLOCK*               Director
Ruth Block
                          
                          
JOHN H. BRYAN*            Director
John H. Bryan
                          
                          
ERROLL B. DAVIS JR.*      Director
Erroll B. Davis Jr.
                          
                          
RICHARD FERRIS*           Director
Richard Ferris
                          
                          
F. A. MALJERS*            Director
F. A. Maljers
                          
                          
ROBERT H. MALOTT*         Director
Robert H. Malott
                          
                          
W. E. MASSEY*             Director
W. E. Massey
                          
                          
MARTHA R. SEGER*          Director
Martha R. Seger
                          
                          
MICHAEL WILSON*           Director
Michael Wilson
                          
                          
RICHARD D. WOOD*          Director
Richard D. Wood
                          
                          
*By                       
JOHN L. CARL              Individually and as Attorney-in-Fact
John L. Carl

<PAGE>
<PAGE>
THE PLAN

      Pursuant to the requirements of the Securities  Act  of
1933, the Plan has duly caused this Registration Statement to
be  signed  on its behalf by the undersigned, thereunto  duly
authorized,  in  the  City  of  Chicago,  and  the  State  of
Illinois, on December 19, 1995.

                         Amoco Fabrics and Fibers Company
                         Salaried 401(k) Savings Plan



                         By:  Amoco Corporation
                            Plan Administrator



                    By:          P. J. CLAYTON
                           P. J. Clayton, Assistant
                              Corporate Secretary



<PAGE>
<PAGE>
                         INDEX TO EXHIBITS


Exhibit                                       Sequentially
Number    Exhibit                            Numbered Page

(4)(a)&(b)Official Text of Amoco Fabrics and
          Fibers Company Salaried 401(k)
          Savings Plan and Master Trust
          Agreement

(5)       Opinion of J. E. Klewin, including
          consent

(23)      Consent of Price Waterhouse

(24)      Powers of Attorney are incorporated
          herein by reference to Exhibit 24
          to the registrant's Form S-8
          Registration Statement filed March 14,
          1995 (No. 33-58063).
[{"type": "S-8", "sequence": "1", "description": "AMOCO CORP S8", "secsgml_size_bytes": 14115}]
{"company-data": {"conformed-name": "AMOCO CORP", "cik": "0000093397", "assigned-sic": "2911", "irs-number": "361812780", "state-of-incorporation": "IN", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "033-65153", "film-number": "95602652"}, "business-address": {"street1": "200 E RANDOLPH DR", "street2": "MAIL CODE 3107A", "city": "CHICAGO", "state": "IL", "zip": "60601", "phone": "3128566111"}, "former-company": {"former-conformed-name": "STANDARD OIL CO /IN/", "date-changed": "19850425"}}
As  filed  with  the  Securities and Exchange  Commission  on
December 19, 1995
                                       Registration No. 33-

             SECURITIES AND EXCHANGE COMMISSION
                   Washington, D.C. 20549

                         FORM S-8

                   REGISTRATION STATEMENT
                           Under
                 The Securities Act of 1933

                     Amoco Corporation
   (Exact name of registrant as specified in its charter)

          Indiana                            36-1812780
(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)

              AMOCO FABRICS AND FIBERS COMPANY
                SALARIED 401(k) SAVINGS PLAN
                  (Full title of the Plan)

                  P. A. Brandin, Secretary
                     Amoco Corporation
                  200 East Randolph Drive
                  Chicago, Illinois 60601
          (Name and address of agent for service)

                      (312)-856-6111
(Telephone number, including area code, of agent for service)

              CALCULATION OF REGISTRATION FEE

                             Proposed     Proposed    
  Title of                   maximum      maximum     
 securities      Amount      offering     aggregate   
   to be          to be       price       offering     Amount of
 registered     registered     per         price      registration
     (1)           (2)       share(3)       (3)         fee(3)
Common Stock,                                         
without par       300,000                             
value . . . .     shares     $70.5625     $21,168,750    $7,300

(1)   Pursuant  to  Rule 416(c) under the Securities  Act  of
1933, as amended, this Registration Statement also     covers
an  indeterminate amount of interests to be   offered or sold
pursuant  to  the Amoco Fabrics and  Fibers Company  Salaried
401(k) Savings Plan (the "Plan").

(2)   Pursuant  to  Rule 416(a) under the Securities  Act  of
1933,   as   amended,   this  Registration   Statement   also
registers  such  indeterminate number  of  additional  shares
as  may be issuable under the Plan in connection with   share
splits, share dividends or similar transactions.

(3)   Estimated pursuant to Rule 457(h) under the  Securities
Act   of  1933,  as  amended,  solely  for  the  purpose   of
calculating  the  registration fee based on  the  average  of
the  high and low prices for Amoco Corporation  common  stock
as  reported on the New York Stock Exchange, Inc.   Composite
Transactions Reporting System on December 15, 1995.
AMOCO CORPORATION

                           PART II

      INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference

      The following documents filed by Amoco Corporation,  an
Indiana  corporation (the "Company") with the Securities  and
Exchange Commission are incorporated herein by reference:

     (a)  (I)  Annual Report of the Company on Form 10-K  for
               the year ended December 31, 1994;

          (ii) Current  Reports on Form 8-K  of  the  Company
               filed on April 5, and April 13, 1995;

          (iii)Quarterly  Report of the Company on Form  10-Q
               for the quarter ended March 31, 1995;

          (iv) Quarterly  Report of the Company on Form  10-Q
               for the quarter ended June 30, 1995; and

          (v)  Quarterly  Report of the Company on Form  10-Q
               for the quarter ended September 30, 1995.

      (b)  All other reports filed by the Company pursuant to
Section  13(a)  or 15(d) of the Securities  Exchange  Act  of
1934, as amended ("Exchange Act") since the end of the fiscal
year  covered  by the annual reports or referred  to  in  (a)
above.

      (c)  The description of the Company's common stock,  no
par value, contained in a registration statement filed by the
Company  under Section 12 of the Exchange Act, including  any
amendments or reports filed for the purpose of updating  such
description.

      All  reports subsequently filed by the Company  or  the
Amoco Fabrics and Fibers Company Salaried 401(k) Savings Plan
(the  "Plan") pursuant to Sections 13(a), 13(c), 14 and 15(d)
of  the Exchange Act, prior to the filing of a post-effective
amendment  which indicates that all securities  offered  have
been  sold or which deregisters all securities then remaining
unsold,  shall be deemed to be incorporated by  reference  in
this Registration Statement and to be a part hereof from  the
date of filing such documents.
Item 5.  Interests of Named Experts and Counsel

       The   legality  of  the  securities  to   which   this
Registration Statement relates has been passed on by Jane  E.
Klewin, Attorney, Amoco Corporation.

Item 6.  Indemnification of Directors and Officers

      Article  VIII  of  the Company's By-laws  provides  for
indemnification  of officers, directors  and  others  to  the
extent  permitted  by the Indiana Business  Corporation  Law.
The   Company   maintains  insurance  policies  under   which
officers,  directors  and others may be  indemnified  against
certain   losses  arising  from  certain  claims  under   the
Securities Act of 1933, as amended (the "Act").

Item 8.  Exhibits

     (4)(a)&(b)Official Text of Amoco Fabrics and Fibers
               Company Salaried 401(k) Savings Plan and
               Master Trust Agreement (effective
               January 1, 1996)(filed herewith).

     (5)       Opinion of Jane E. Klewin, including the
               consent of such counsel (filed herewith).

     (23)      Consent of Price Waterhouse (filed herewith).

     (24)      Powers of Attorney (incorporated by
               reference).

Item 9.  Undertakings

     The undersigned registrant hereby undertakes:

     (1)  To file, during any period in which offers or sales
are   being   made,   a  post-effective  amendment   to   the
registration statement;

      (i)   To  include  any prospectus required  by  Section
10(a)(3) of the Act;

      (ii)  To reflect in the prospectus any facts or  events
arising   after  the  effective  date  of  the   registration
statement   (or  the  most  recent  post-effective  amendment
thereof) which, individually or in the aggregate, represent a
fundamental  change  in  the information  set  forth  in  the
registration statement;

      (iii)      To  include  any material  information  with
respect  to the plan of distribution not previously disclosed
in  the registration statement or any material change to such
information in the registration statement;

      Provided, however, that paragraphs (i) and (ii) do  not
apply  if the registration statement is on Form S-8  and  the
information  required  to  be included  in  a  post-effective
amendment  by  those  paragraphs  is  contained  in  periodic
reports  filed  by the registrant pursuant to Section  13  or
Section  15(d)  of the Exchange Act that are incorporated  by
reference in the registration statement.

      (2)  That, for the purpose of determining any liability
under  the Act, each such post-effective amendment  shall  be
deemed  to  be a new registration statement relating  to  the
securities  offered  therein,  and  the  offering   of   such
securities  at  that time shall be deemed to be  the  initial
bona fide offering thereof.

      (3)   To  remove from registration by means of a  post-
effective  amendment any of the securities  being  registered
which remain unsold at the termination of the offering.

      (4)   To  submit the Plan and, from time  to  time  any
amendments  thereto, to the Internal Revenue Service  ("IRS")
in  a  timely manner and to make all changes required by  the
IRS in order to continue to qualify the Plan.

      The undersigned registrant hereby undertakes that,  for
purposes  of  determining any liability under the  Act,  each
filing  of the registrant's annual report pursuant to Section
13(a)  or  Section  15(d)  of the Exchange  Act  (and,  where
applicable, each filing of an employee benefit plan's  annual
report pursuant to Section 15(d) of the Exchange Act) that is
incorporated by reference in the registration statement shall
be  deemed to be a new registration statement relating to the
securities  offered  therein,  and  the  offering   of   such
securities  at  that time shall be deemed to be  the  initial
bona fide offering thereof.

     Insofar as indemnification for liabilities arising under
the   Act  may  be  permitted  to  directors,  officers   and
controlling  persons  of  the  registrant  pursuant  to   the
foregoing provisions, or otherwise, the registrant  has  been
advised  that  in the opinion of the Securities and  Exchange
Commission such indemnification is against public  policy  as
expressed  in  the Act and is, therefore, unenforceable.   In
the  event  that  a  claim for indemnification  against  such
liabilities  (other  than the payment by  the  registrant  of
expenses   incurred  or  paid  by  a  director,  officer   or
controlling  person  of  the  registrant  in  the  successful
defense  of  any action, suit or proceeding) is  asserted  by
such  director, officer or controlling person  in  connection
with  the  securities being registered, the registrant  will,
unless  in  the  opinion of its counsel the matter  has  been
settled  by  controlling precedent,  submit  to  a  court  of
appropriate   jurisdiction   the   question   whether    such
indemnification by it is against public policy  as  expressed
in  the Act and will be governed by the final adjudication of
such issue.
SIGNATURES

THE REGISTRANT

      Pursuant to the requirements of the Securities  Act  of
1933, the Registrant certifies that it has reasonable grounds
to  believe that it meets all of the requirements for  filing
on  Form  S-8 and has duly caused this Registration Statement
to be signed on its behalf by the undersigned, thereunto duly
authorized,  in  the City of Chicago, State of  Illinois,  on
December 19, 1995.

                              AMOCO CORPORATION
                                 Registrant

             By:              JOHN L. CARL
                  John L. Carl, Executive Vice President
                                and Chief Financial Officer

      Pursuant to the requirements of the Securities  Act  of
1933,  this Registration Statement has been signed  below  by
the following persons in the capacities indicated on December
19, 1995.

       Signatures                         Titles
                                             
                          
H. LAURANCE FULLER*       Chairman of the Board, President and
H. Laurance Fuller        Director
                              (Principal Executive Officer)
                          
                          
JOHN L. CARL*             Executive Vice President and Chief
John L. Carl              Financial Officer
                              (Principal Financial Officer)
                          
                          
J. R. REID*               Vice President and Controller
J. R. Reid                     (Principal Accounting Officer)
                          
                          
L. D. THOMAS*             Vice Chairman and Director
L. D. Thomas
                          
                          
DONALD R. BEALL*          Director
Donald R. Beall

                
RUTH BLOCK*               Director
Ruth Block
                          
                          
JOHN H. BRYAN*            Director
John H. Bryan
                          
                          
ERROLL B. DAVIS JR.*      Director
Erroll B. Davis Jr.
                          
                          
RICHARD FERRIS*           Director
Richard Ferris
                          
                          
F. A. MALJERS*            Director
F. A. Maljers
                          
                          
ROBERT H. MALOTT*         Director
Robert H. Malott
                          
                          
W. E. MASSEY*             Director
W. E. Massey
                          
                          
MARTHA R. SEGER*          Director
Martha R. Seger
                          
                          
MICHAEL WILSON*           Director
Michael Wilson
                          
                          
RICHARD D. WOOD*          Director
Richard D. Wood
                          
                          
*By                       
JOHN L. CARL              Individually and as Attorney-in-Fact
John L. Carl
THE PLAN

      Pursuant to the requirements of the Securities  Act  of
1933, the Plan has duly caused this Registration Statement to
be  signed  on its behalf by the undersigned, thereunto  duly
authorized,  in  the  City  of  Chicago,  and  the  State  of
Illinois, on December 19, 1995.

                         Amoco Fabrics and Fibers Company
                         Salaried 401(k) Savings Plan

                         By:  Amoco Corporation
                            Plan Administrator

                    By:          P. J. CLAYTON
                           P. J. Clayton, Assistant
                              Corporate Secretary
INDEX TO EXHIBITS

Exhibit                                       Sequentially
Number    Exhibit                            Numbered Page

(4)(a)&(b)Official Text of Amoco Fabrics and
          Fibers Company Salaried 401(k)
          Savings Plan and Master Trust
          Agreement

(5)       Opinion of J. E. Klewin, including
          consent

(23)      Consent of Price Waterhouse

(24)      Powers of Attorney are incorporated
          herein by reference to Exhibit 24
          to the registrant's Form S-8
          Registration Statement filed March 14,
          1995 (No. 33-58063).