<PAGE>
<PAGE>
AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON May 29, 1997
                                             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)

           1991 INCENTIVE PROGRAM OF AMOCO CORPORATION
               AND ITS PARTICIPATING SUBSIDIARIES
                    (Full title of the Plan)
                                
                S. F. Gates, Corporate 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     Amount
   Title of                     maximum       maximum        of
  securities                    offering     aggregate     regis-
    to be       Amount to be   price per      offering     tration
  registered    registered(1)   share(2)      price(2)     fee(2)
Common Stock,                                                 
without par      14,000,000      $88.00    $1,232,000,000 $373,333
value ......       shares           


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

(2)   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
  May 22, 1997.
<PAGE>
<PAGE>
               Registration Statement on Form S-8
                            under the
                     Securities Act of 1993
                               of
                                
                        Amoco Corporation

      The contents of Registration Statement Numbers 33-40099 and
33-52575  under  the Securities Act of 1933 of Amoco  Corporation
are incorporated herein by reference.

                                PART II

           INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 8 Exhibits.

       The  undersigned  Registrant  hereby  files  the  exhibits
identified  on  the  Exhibit  Index  included  as  part  of  this
Registration Statement.
<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 May 29, 1997.


                                AMOCO CORPORATION
                                (Registrant)

                            By: JOHN L. CARL
                                John L. Carl
                                Executive Vice President

      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 May 29, 1997.

         Signatures                          Titles
                                                
    H. L. FULLER*             Chairman of the Board and Director
    H. L. Fuller              (Principal Executive Officer)
                              
    W. G. LOWRIE*             President and Director
    W. G. Lowrie
                              
    JOHN L. CARL*             Executive Vice President and Chief
    John L. Carl              Financial Officer
                              (Principal Financial Officer)
                              
    JUDITH G. BOYNTON*        Vice President and Controller
    Judith G. Boynton         (Principal Accounting Officer)
                              
    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 J. Ferris
                              
    F. A. MALJERS*            Director
    F. A. Maljers
<PAGE>
<PAGE>
         Signatures                          Titles
                              
    ARTHUR C. MARTINEZ*       Director
    Arthur C. Martinez
                              
    WALTER E. MASSEY*         Director
    Walter E. Massey
                              
    MARTHA R. SEGER*          Director
    Martha R. Seger
                              
    THEODORE M. SOLSO*        Director
    Theodore M. Solso
                              
    MICHAEL WILSON*           Director
    Michael Wilson
                              
*By                           
                              
    JOHN L. CARL              Individually and as Attorney-in-
    John L. Carl              Fact
<PAGE>
<PAGE> 
                           INDEX TO EXHIBITS


Exhibit  
Number   Exhibit
         
5        Opinion of J. E. Klewin, including consent
         
23       Consent of Price Waterhouse LLP
         
24       Powers of Attorney are incorporated by
         reference to Exhibit 24 to the registrant's
         Annual Report on Form 10-K for the period
         ended December 31, 1995 and the registrant's
         Annual Report on Form 10-K for the period
         ended December 31, 1996.
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 6597}]
{"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": "333-27981", "film-number": "97615884"}, "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 May 29, 1997
                                             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)

           1991 INCENTIVE PROGRAM OF AMOCO CORPORATION
               AND ITS PARTICIPATING SUBSIDIARIES
                    (Full title of the Plan)
                                
                S. F. Gates, Corporate 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     Amount
   Title of                     maximum       maximum        of
  securities                    offering     aggregate     regis-
    to be       Amount to be   price per      offering     tration
  registered    registered(1)   share(2)      price(2)     fee(2)
Common Stock,                                                 
without par      14,000,000      $88.00    $1,232,000,000 $373,333
value ......       shares           

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

(2)   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
  May 22, 1997.
Registration Statement on Form S-8
                            under the
                     Securities Act of 1993
                               of
                                
                        Amoco Corporation

      The contents of Registration Statement Numbers 33-40099 and
33-52575  under  the Securities Act of 1933 of Amoco  Corporation
are incorporated herein by reference.

                                PART II

           INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 8 Exhibits.

       The  undersigned  Registrant  hereby  files  the  exhibits
identified  on  the  Exhibit  Index  included  as  part  of  this
Registration Statement.
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 May 29, 1997.

                                AMOCO CORPORATION
                                (Registrant)

                            By: JOHN L. CARL
                                John L. Carl
                                Executive Vice President

      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 May 29, 1997.

         Signatures                          Titles
                                                
    H. L. FULLER*             Chairman of the Board and Director
    H. L. Fuller              (Principal Executive Officer)
                              
    W. G. LOWRIE*             President and Director
    W. G. Lowrie
                              
    JOHN L. CARL*             Executive Vice President and Chief
    John L. Carl              Financial Officer
                              (Principal Financial Officer)
                              
    JUDITH G. BOYNTON*        Vice President and Controller
    Judith G. Boynton         (Principal Accounting Officer)
                              
    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 J. Ferris
                              
    F. A. MALJERS*            Director
    F. A. Maljers
Signatures                          Titles
                              
    ARTHUR C. MARTINEZ*       Director
    Arthur C. Martinez
                              
    WALTER E. MASSEY*         Director
    Walter E. Massey
                              
    MARTHA R. SEGER*          Director
    Martha R. Seger
                              
    THEODORE M. SOLSO*        Director
    Theodore M. Solso
                              
    MICHAEL WILSON*           Director
    Michael Wilson
                              
*By                           
                              
    JOHN L. CARL              Individually and as Attorney-in-
    John L. Carl              Fact
INDEX TO EXHIBITS

Exhibit  
Number   Exhibit
         
5        Opinion of J. E. Klewin, including consent
         
23       Consent of Price Waterhouse LLP
         
24       Powers of Attorney are incorporated by
         reference to Exhibit 24 to the registrant's
         Annual Report on Form 10-K for the period
         ended December 31, 1995 and the registrant's
         Annual Report on Form 10-K for the period
         ended December 31, 1996.