As filed with the Securities and Exchange Commission on November 13, 2002
                                              Registration Statement No. 333-
_______________________________________________________________________________

                        SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C.  20549
                                 ________________

                              Registration Statement
                                        on
                                     Form S-8

                              REGISTRATION STATEMENT
                                      UNDER
                            THE SECURITIES ACT OF 1933
                                 ________________


                             EXXON MOBIL CORPORATION
             (Exact name of registrant as specified in its charter)

              New Jersey                                13-5409005
     (State or other jurisdiction          (I.R.S. Employer Identification No.)
      of incorporation or organization)

                               5959 Las Colinas Boulevard
                                     Irving, Texas
                       (Address of principal executive offices)

                                      75039-2298
                                      (Zip Code)
                                  ________________

                   1993 Incentive Program of Exxon Mobil Corporation
                              (Full title of the Plan)
                                  ________________


                                Charles W. Matthews
                        Vice President and General Counsel
                              Exxon Mobil Corporation
                            5959 Las Colinas Boulevard
                             Irving, Texas 75039-2298
                                  (972) 444-1000
(Name, address and telephone number, including area code, of agent for service)
                                 ________________


                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Title Of        Amount To Be     Proposed      Proposed        Amount of
Shares To Be    Registered       Maximum       Maximum         Registration
Registered                       Aggregate     Aggregate       Fee
                                 Price Per     Offering
                                 Unit*         Price*
________________________________________________________________________
<c>             <c>              <c>           <c>             <c>
<s>
Common Stock,
no par value    43,000,000       $34.555       $1,485,865,000  $136,700
</TABLE>
*Estimated solely for the purpose of calculating the registration fee pursuant
to Rule 457(c) based on the average of the high and low prices reported in the
consolidated reporting system on November 7, 2002
<page>




                       Purpose of Registration Statement


This Registration Statement on Form S-8 of Exxon Mobil Corporation (the
"Registrant") relates to additional shares of common stock of the Registrant
available for issuance under the Registrant's 1993 Incentive Program (the
"Program"). There are also registered hereunder such additional indeterminate
shares of the Registrant's common stock as may be required as a result of a
stock split, stock dividend, or similar transaction in accordance with the
anti-dilution provisions of the Program.

Pursuant to Rule 429, the prospectus relating to this registration statement
also relates to earlier registration statements filed for offerings under the
Program and the Registrant's 1988 Long Term Incentive Plan (Registration
Nos. 333-75659, 333-38917, and 33-51107). As of September 30, 2002,
approximately 193,486,920 shares remain available on a split adjusted basis
under such prior registration statements, for which shares an aggregate
registration fee of approximately $2,070,605 was paid.








































<page>


                                     PART II

                  INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.   Incorporation of Documents by Reference.
          _______________________________________

The following documents that have been filed by Exxon Mobil Corporation (the
"Registrant" or "ExxonMobil") with the Securities and Exchange Commission are
incorporated by reference herein:

     (1)  Annual Report on Form 10-K for the year ended December 31, 2001;

     (2)  Quarterly Reports on Form 10-Q for the quarters ended March 31, 2002,
          June 30, 2002, and September 30, 2002;

     (3)  The description of the Registrant's capital stock contained in the
          Registrant's Registration Statement on Form S-4 (File No. 333-75659),
          and any document filed which updates that description.

In addition, all documents filed by the Registrant pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Securities Exchange Act of 1934 subsequent to the
date of this Registration Statement and prior to the filing of a post-effective
amendment which indicates that all securities offered have been sold or which
de-registers 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 of such documents. Any statement contained in a
document incorporated or deemed to be incorporated by reference herein shall be
deemed to be modified or superseded for purposes of this Registration Statement
to the extent that a statement contained herein or in any other subsequently
filed document which also is or is deemed to be incorporated by reference
herein modifies or supersedes such statement. Any statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Registration Statement.


Item 6.   Indemnification of Directors and Officers.
          _________________________________________

ExxonMobil has no provisions for indemnification of directors or officers in
its certificate of incorporation. Article X of the By-laws of the Registrant
provides that it shall indemnify to the full extent permitted by law any
director or officer made or threatened to be made a party to any legal action
by reason of the fact that such person is or was a director, officer, employee
or other corporation agent of ExxonMobil or any subsidiary or served any other
enterprise at the request of ExxonMobil against expenses, judgments, fines,
penalties, excise taxes and amounts paid in settlement. The New Jersey Business
Corporation Act provides for the indemnification of directors and officers
under certain conditions.

ExxonMobil has purchased directors and officers liability insurance coverage
from Ancon Insurance Company, Inc., a wholly-owned subsidiary of ExxonMobil.

Under the terms of the Agreement and Plan of Merger dated as of December 1,
1998, among ExxonMobil (formerly named Exxon Corporation), Mobil Corporation
("Mobil") and Lion Acquisition Subsidiary Corporation, ExxonMobil has agreed
that for seven years after November 30, 1999, the closing date of the merger,
ExxonMobil will indemnify and hold harmless each person who was a director or
officer of Mobil at or prior to the date of the merger agreement from their
acts or omissions in those capacities occurring prior to the closing to the
extent provided under Mobil's charter and by-laws as in effect on December 1,
1998.

<page>                                  II-1



Item 8.   Exhibits.
          ________

See Index to Exhibits, which is incorporated herein by reference.


Item 9.   Undertakings.
          ____________

     (a)  The registrant hereby undertakes:

          (1)  To file, during any period in which offers or sales are being
     made, a post-effective amendment to this Registration Statement to include
     any material information with respect to the plan of distribution not
     previously disclosed in this Registration Statement or any material change
     to such information in this Registration Statement;

          (2)  That for the purpose of determining any liability under the
     Securities Act of 1933, 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; and

          (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.

     (b)  The registrant hereby undertakes that, for purposes of determining
any liability under the Securities Act of 1933, each filing of the registrant's
annual report pursuant to Section 13(a) or Section 15(d) of the Securities
Exchange Act of 1934 (and each filing of the plan's annual report pursuant to
Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by
reference in this 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.

     (h)  Insofar as indemnification for liabilities arising under the
Securities Act of 1933 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>                                II-2



                                  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 Irving, State of Texas on the 7th day of November,
2002.

                                      EXXON MOBIL CORPORATION


                                      By:   /s/ Lee R. Raymond
                                            ______________________________
                                            Lee R. Raymond
                                            Chairman of the Board


     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the date(s) indicated.


/s/ Lee R. Raymond
_______________________________    Chairman of the Board      November 7, 2002
        (Lee R. Raymond)           and Chief Executive
                                   Officer (Principal
                                   Executive Officer)



                *
_______________________________    Director                   November 7, 2002
      (Michael J. Boskin)




                *
_______________________________    Director                   November 7, 2002
      (William T. Esrey)




                *
_______________________________    Director                   November 7, 2002
       (Donald V. Fites)




                *
_______________________________    Director                   November 7, 2002
      (James R. Houghton)





<page>                                     II-3




                *
_______________________________    Director                   November 7, 2002
      (William R. Howell)




                *
_______________________________    Director                   November 7, 2002
      (Helene L. Kaplan)




                *
_______________________________    Director                   November 7, 2002
      (Reatha Clark King)




                *
_______________________________    Director                   November 7, 2002
    (Philip E. Lippincott)




                *
_______________________________    Director                   November 7, 2002
      (Harry J. Longwell)




                *
_______________________________    Director                   November 7, 2002
   (Henry A. McKinnell, Jr.)




                *
_______________________________    Director                   November 7, 2002
   (Marilyn Carlson Nelson)




                *
_______________________________    Director                   November 7, 2002
     (Walter V. Shipley)




                *
_______________________________    Controller (Principal      November 7, 2002
    (Donald D. Humphreys)          Accounting Officer)


<page>                                II-4






                *
_______________________________    Treasurer (Principal       November 7, 2002
      (Frank A. Risch)             Financial Officer)







       /s/ Richard E. Gutman
* By:  ______________________________
       (Richard E. Gutman)
        Attorney-in-Fact










































<page>                                 II-5








                                 INDEX TO EXHIBITS



Exhibit Number                          Exhibit
______________                          _______


      10           1993 Incentive Program, as amended (incorporated by
                   reference to Exhibit 10(iii)(a) to the Registrant's Annual
                   Report on Form 10-K for 1999).

      23           Consent of PricewaterhouseCoopers LLP, Independent
                   Accountants.


      24           Power of Attorney.







































<page>
[{"type": "S-8", "sequence": "1", "filename": "s8nov1302.txt", "secsgml_size_bytes": 14362}]
{"company-data": {"conformed-name": "EXXON MOBIL CORP", "cik": "0000034088", "assigned-sic": "2911", "irs-number": "135409005", "state-of-incorporation": "NJ", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-101175", "film-number": "02818897"}, "business-address": {"street1": "5959 LAS COLINAS BLVD", "city": "IRVING", "state": "TX", "zip": "75039-2298", "phone": "9724441000"}, "mail-address": {"street1": "5959 LAS COLINAS BLVD", "city": "IRVING", "state": "TX", "zip": "75039-2298"}, "former-company": [{"former-conformed-name": "STANDARD OIL CO OF NEW JERSEY", "date-changed": "19721123"}, {"former-conformed-name": "EXXON CORP", "date-changed": "19920703"}]}
As filed with the Securities and Exchange Commission on November 13, 2002
                                              Registration Statement No. 333-
_______________________________________________________________________________

                        SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C.  20549
                                 ________________

                              Registration Statement
                                        on
                                     Form S-8

                              REGISTRATION STATEMENT
                                      UNDER
                            THE SECURITIES ACT OF 1933
                                 ________________

                             EXXON MOBIL CORPORATION
             (Exact name of registrant as specified in its charter)

              New Jersey                                13-5409005
     (State or other jurisdiction          (I.R.S. Employer Identification No.)
      of incorporation or organization)

                               5959 Las Colinas Boulevard
                                     Irving, Texas
                       (Address of principal executive offices)

                                      75039-2298
                                      (Zip Code)
                                  ________________

                   1993 Incentive Program of Exxon Mobil Corporation
                              (Full title of the Plan)
                                  ________________

                                Charles W. Matthews
                        Vice President and General Counsel
                              Exxon Mobil Corporation
                            5959 Las Colinas Boulevard
                             Irving, Texas 75039-2298
                                  (972) 444-1000
(Name, address and telephone number, including area code, of agent for service)
                                 ________________

                         CALCULATION OF REGISTRATION FEE
Title Of        Amount To Be     Proposed      Proposed        Amount of
Shares To Be    Registered       Maximum       Maximum         Registration
Registered                       Aggregate     Aggregate       Fee
                                 Price Per     Offering
                                 Unit*         Price*
________________________________________________________________________
Common Stock,
no par value    43,000,000       $34.555       $1,485,865,000  $136,700
*Estimated solely for the purpose of calculating the registration fee pursuant
to Rule 457(c) based on the average of the high and low prices reported in the
consolidated reporting system on November 7, 2002
Purpose of Registration Statement

This Registration Statement on Form S-8 of Exxon Mobil Corporation (the
"Registrant") relates to additional shares of common stock of the Registrant
available for issuance under the Registrant's 1993 Incentive Program (the
"Program"). There are also registered hereunder such additional indeterminate
shares of the Registrant's common stock as may be required as a result of a
stock split, stock dividend, or similar transaction in accordance with the
anti-dilution provisions of the Program.

Pursuant to Rule 429, the prospectus relating to this registration statement
also relates to earlier registration statements filed for offerings under the
Program and the Registrant's 1988 Long Term Incentive Plan (Registration
Nos. 333-75659, 333-38917, and 33-51107). As of September 30, 2002,
approximately 193,486,920 shares remain available on a split adjusted basis
under such prior registration statements, for which shares an aggregate
registration fee of approximately $2,070,605 was paid.
PART II

                  INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.   Incorporation of Documents by Reference.
          _______________________________________

The following documents that have been filed by Exxon Mobil Corporation (the
"Registrant" or "ExxonMobil") with the Securities and Exchange Commission are
incorporated by reference herein:

     (1)  Annual Report on Form 10-K for the year ended December 31, 2001;

     (2)  Quarterly Reports on Form 10-Q for the quarters ended March 31, 2002,
          June 30, 2002, and September 30, 2002;

     (3)  The description of the Registrant's capital stock contained in the
          Registrant's Registration Statement on Form S-4 (File No. 333-75659),
          and any document filed which updates that description.

In addition, all documents filed by the Registrant pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Securities Exchange Act of 1934 subsequent to the
date of this Registration Statement and prior to the filing of a post-effective
amendment which indicates that all securities offered have been sold or which
de-registers 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 of such documents. Any statement contained in a
document incorporated or deemed to be incorporated by reference herein shall be
deemed to be modified or superseded for purposes of this Registration Statement
to the extent that a statement contained herein or in any other subsequently
filed document which also is or is deemed to be incorporated by reference
herein modifies or supersedes such statement. Any statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Registration Statement.

Item 6.   Indemnification of Directors and Officers.
          _________________________________________

ExxonMobil has no provisions for indemnification of directors or officers in
its certificate of incorporation. Article X of the By-laws of the Registrant
provides that it shall indemnify to the full extent permitted by law any
director or officer made or threatened to be made a party to any legal action
by reason of the fact that such person is or was a director, officer, employee
or other corporation agent of ExxonMobil or any subsidiary or served any other
enterprise at the request of ExxonMobil against expenses, judgments, fines,
penalties, excise taxes and amounts paid in settlement. The New Jersey Business
Corporation Act provides for the indemnification of directors and officers
under certain conditions.

ExxonMobil has purchased directors and officers liability insurance coverage
from Ancon Insurance Company, Inc., a wholly-owned subsidiary of ExxonMobil.

Under the terms of the Agreement and Plan of Merger dated as of December 1,
1998, among ExxonMobil (formerly named Exxon Corporation), Mobil Corporation
("Mobil") and Lion Acquisition Subsidiary Corporation, ExxonMobil has agreed
that for seven years after November 30, 1999, the closing date of the merger,
ExxonMobil will indemnify and hold harmless each person who was a director or
officer of Mobil at or prior to the date of the merger agreement from their
acts or omissions in those capacities occurring prior to the closing to the
extent provided under Mobil's charter and by-laws as in effect on December 1,
1998.
II-1

Item 8.   Exhibits.
          ________

See Index to Exhibits, which is incorporated herein by reference.

Item 9.   Undertakings.
          ____________

     (a)  The registrant hereby undertakes:

          (1)  To file, during any period in which offers or sales are being
     made, a post-effective amendment to this Registration Statement to include
     any material information with respect to the plan of distribution not
     previously disclosed in this Registration Statement or any material change
     to such information in this Registration Statement;

          (2)  That for the purpose of determining any liability under the
     Securities Act of 1933, 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; and

          (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.

     (b)  The registrant hereby undertakes that, for purposes of determining
any liability under the Securities Act of 1933, each filing of the registrant's
annual report pursuant to Section 13(a) or Section 15(d) of the Securities
Exchange Act of 1934 (and each filing of the plan's annual report pursuant to
Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by
reference in this 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.

     (h)  Insofar as indemnification for liabilities arising under the
Securities Act of 1933 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.
II-2

                                  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 Irving, State of Texas on the 7th day of November,
2002.

                                      EXXON MOBIL CORPORATION

                                      By:   /s/ Lee R. Raymond
                                            ______________________________
                                            Lee R. Raymond
                                            Chairman of the Board

     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the date(s) indicated.

/s/ Lee R. Raymond
_______________________________    Chairman of the Board      November 7, 2002
        (Lee R. Raymond)           and Chief Executive
                                   Officer (Principal
                                   Executive Officer)

                *
_______________________________    Director                   November 7, 2002
      (Michael J. Boskin)

                *
_______________________________    Director                   November 7, 2002
      (William T. Esrey)

                *
_______________________________    Director                   November 7, 2002
       (Donald V. Fites)

                *
_______________________________    Director                   November 7, 2002
      (James R. Houghton)
II-3

                *
_______________________________    Director                   November 7, 2002
      (William R. Howell)

                *
_______________________________    Director                   November 7, 2002
      (Helene L. Kaplan)

                *
_______________________________    Director                   November 7, 2002
      (Reatha Clark King)

                *
_______________________________    Director                   November 7, 2002
    (Philip E. Lippincott)

                *
_______________________________    Director                   November 7, 2002
      (Harry J. Longwell)

                *
_______________________________    Director                   November 7, 2002
   (Henry A. McKinnell, Jr.)

                *
_______________________________    Director                   November 7, 2002
   (Marilyn Carlson Nelson)

                *
_______________________________    Director                   November 7, 2002
     (Walter V. Shipley)

                *
_______________________________    Controller (Principal      November 7, 2002
    (Donald D. Humphreys)          Accounting Officer)
II-4

                *
_______________________________    Treasurer (Principal       November 7, 2002
      (Frank A. Risch)             Financial Officer)

       /s/ Richard E. Gutman
* By:  ______________________________
       (Richard E. Gutman)
        Attorney-in-Fact
II-5

                                 INDEX TO EXHIBITS

Exhibit Number                          Exhibit
______________                          _______

      10           1993 Incentive Program, as amended (incorporated by
                   reference to Exhibit 10(iii)(a) to the Registrant's Annual
                   Report on Form 10-K for 1999).

      23           Consent of PricewaterhouseCoopers LLP, Independent
                   Accountants.

      24           Power of Attorney.