Registration No. 333-

                                 UNITED STATES
                     SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

                                   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 of                    (I.R.S. Employer
      incorporation or organization)                     Identification No.)

                           5959 Las Colinas Boulevard
                                 Irving, Texas
                   (Address of Principal Executive Offices)

                                  75039-2298
                                  (Zip Code)

                    ExxonMobil Fuels Marketing Savings Plan
                           (Full title of the plan)

                              Donald D. Humphreys
                         Vice President and Controller
                            Exxon Mobil Corporation
                           5959 Las Colinas Boulevard
                             Irving, TX  75039-2298
                    (Name and address of agent for service)

                                 (972) 444-1000
          (Telephone number, including area code, of agent for service)

                         CALCULATION OF REGISTRATION FEE

   Title of each    Amount to be    Proposed        Proposed        Amount of
class of securities  registered     maximum         maximum        Registration
  to be registered                  offering    Aggregate offering     fee
                                     price          price(1)
                                  per share(1)
_______________________________________________________________________________
Common Stock, no    1,000,000       $40.70         $40,700,000      $10,175
   par value         shares(2)

In addition, pursuant to Rule 416(c) under the Securities Act of 1933 (the
"Securities Act"), this registration statement also covers an indeterminate
amount of interests to be offered or sold pursuant to the employee benefit plan
described herein

(1)   Estimated solely for the purpose of calculating the registration fee
      pursuant to Rule 457(h) under the Securities Act and based on the average
      of the high and low prices of the common stock reported in the
      consolidated reporting system on September 5, 2001.
(2)   If, as a result of stock splits, stock dividends or similar transactions,
      the numbers of securities purported to be registered on this registration
      statement changes, the provisions of Rule 416 shall apply to this
      registration statement, and this registration statement shall cover the
      additional securities resulting from such split, dividend or similar
      transaction.
<page>


This Registration Statement is a new registration statement relating to
Registrant's ExxonMobil Fuels Marketing Savings Plan (the "Plan").

                                 PART II

           INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Certain Documents by Reference

Exxon Mobil Corporation ("ExxonMobil" or the "Registrant") hereby incorporates,
or will be deemed to have incorporated, herein by reference the following
documents:

(1)      The ExxonMobil Annual Report on Form 10-K for the fiscal year ended
         December 31, 2000;

(2)      The ExxonMobil Quarterly Reports on Form 10-Q for the fiscal quarters
         ended March 31, 2001 and June 30, 2001;

(3)      The ExxonMobil Current Report on Form 8-K filed on April 2, 2001;

(4)      Annual Report on Form 11-K of the Plan for the fiscal year ended
         December 31, 2000;

(5)      All other reports filed by ExxonMobil pursuant to Section 13(a) or
         15(d) of the Exchange Act, since December 31, 2000;

(6)      The description of ExxonMobil's capital stock contained in
         ExxonMobil's Registration Statement on Form S-4 (File Number
         333-75659), and any document that updates that description;

(7)      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 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
         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 does not have any provisions for indemnification of
         directors or officers in its charter. 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 corporate 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

<page>                                -2-

         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.


Item 8.  Exhibits

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

         (b)   In lieu of an opinion of counsel concerning compliance with the
               requirements of the Employee Retirement Income Security Act
               of 1974, as amended, and an Internal Revenue Service ("IRS")
               determination letter that the Plan is qualified under
               Section 401 of the Internal Revenue Code, the Registrant hereby
               undertakes that it will submit or has submitted the Plan and any
               amendment thereto to the IRS in a timely manner and has made or
               will make all changes required by the IRS in order to qualify
               the Plan.

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:

                     (i)   To include any prospectus required by section
                           10(a)(3) of the Securities Act of 1933;

                     (ii)  To reflect in the prospectus any facts or event
                           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
                           this Registration Statement or any material change
                           to such information in this Registration Statement;

                           Provided, however, that paragraphs (a)(1)(i) and
                           (a)(1)(ii) do not apply if the registration
                           statement is on Form S-3, Form S-8, or Form F-3, 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 Securities Exchange Act of 1934 that are
                           incorporated by reference in the 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.
<page>                              -3-

         (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>                              -4-

                                  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 14th day of
September, 2001.

                                                 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      September 14, 2001
_____________________________    and Chief Executive
      (Lee R. Raymond)           Officer (Principal
                                 Executive Officer)


               *                 Director                  September 14, 2001
_____________________________
     (Michael J. Boskin)



               *                 Director                  September 14, 2001
_____________________________
        (Rene Dahan)



               *                 Director                  September 14, 2001
_____________________________
     (William T. Esrey)



               *                 Director                  September 14, 2001
_____________________________
     (Donald V. Fites)



               *                 Director                  September 14, 2001
_____________________________
    (James R. Houghton)
<page>                             -5-


               *                 Director                  September 14, 2001
_____________________________
    (William R. Howell)



               *                 Director                  September 14, 2001
_____________________________
    (Helene L. Kaplan)



               *                 Director                 September 14, 2001
_____________________________
    (Reatha Clark King)



               *                 Director                 September 14, 2001
_____________________________
   (Philip E. Lippincott)



               *                 Director                 September 14, 2001
_____________________________
    (Harry J. Longwell)



               *                 Director                 September 14, 2001
______________________________
  (Marilyn Carlson Nelson)



               *                 Director                 September 14, 2001
______________________________
     (Eugene A. Renna)



               *                 Director                 September 14, 2001
______________________________
    (Walter V. Shipley)



               *                Controller (Principal     September 14, 2001
______________________________  Accounting Officer)
   (Donald D. Humphreys)



               *                Treasurer (Principal      September 14, 2001
______________________________  Financial Officer)
       (Frank A. Risch)





* By:      /s/ Richard E. Gutman
      _________________________________
      Richard E. Gutman
      Attorney-in-Fact

<page>                                -6-


The Plan.  Pursuant to the requirements of the Securities Act of 1933, the
trustees (or other persons who administer the Plan) have duly caused this
Registration Statement to be signed on their behalf by the undersigned,
thereunto duly authorized, in the City of Irving, State of Texas on the
14th day of September, 2001.

                                       EXXONMOBIL FUELS MARKETING SAVINGS PLAN


                                       By:    /s/ Stephen B. L. Penrose
                                            __________________________________
                                            Stephen B.L. Penrose
                                            Administrator - Finance
































<page>                             -7-







                                INDEX TO EXHIBITS



Exhibit Number Exhibit


23.1           Consent of PricewaterhouseCoopers LLP, Independent Accountants.

23.2           Consent of Ernst & Young LLP, Independent Auditors.

24             Power of Attorney.








































<page>                              -8-






                                  Exhibit 23.1


                       CONSENT OF INDEPENDENT ACCOUNTANTS





We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated February 28, 2001 relating to the
consolidated financial statements, which appears on page 27 of the Financial
Section of Exxon Mobil Corporation's Annual Report on Form 10-K for the year
ended December 31, 2000.









/s/ PRICEWATERHOUSECOOPERS LLP
PRICEWATERHOUSECOOPERS LLP
Dallas, Texas
September 14, 2001



























<page>










                                  Exhibit 23.2



               CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS





We consent to the incorporation by reference in the Registration Statement
(Form S-8) pertaining to the ExxonMobil Fuels Marketing Savings Plan of Exxon
Mobil Corporation of our report dated February 26, 1999, with respect to the
consolidated financial statements and schedule of Mobil Corporation included in
the Annual Report on Form 10-K for the year ended December 31, 2000 of Exxon
Mobil Corporation.





                                                  /s/ ERNST & YOUNG LLP


McLean, Virginia
September 14, 2001


























<page>

                                   Exhibit 24


                               POWER OF ATTORNEY

Each person whose signature appears below hereby constitutes and appoints T. P.
Townsend, Frank A. Risch, Donald D. Humphreys, and R. E. Gutman, and each of
them, his or her true and lawful attorneys-in-fact and agents, with full power
of substitution and resubstitution, for him or her and in his or her name,
place and stead, in any and all capacities, to sign a Registration Statement on
Form S-8 to be filed with the Securities and Exchange Commission with respect
to shares of common stock of Exxon Mobil Corporation offered or sold in
connection with Exxon Mobil Corporation's ExxonMobil Fuels Marketing Savings
Plan, as amended, as well as related interests, and to sign any and all
amendments or supplements (including post-effective amendments) to such
Registration Statement, and to file the same, with all exhibits thereto, and
all other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, and each of them,
full power and authority to do and perform each and every act and thing
requisite and necessary to be done, as fully to all intents and purposes as he
or she might or could do in person, hereby ratifying and confirming all that
said attorneys-in-fact and agents or any of them, or their substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.



      /s/ Lee R. Raymond          Chairman of the Board        July 25, 2001
________________________________  and Chief Executive
       (Lee R. Raymond)           Officer (Principal
                                  Executive Officer)


      /s/ Michael J. Boskin       Director                     July 25, 2001
________________________________
      (Michael J. Boskin)



      /s/ Rene Dahan              Director                     July 25, 2001
________________________________
      (Rene Dahan)



      /s/ William T. Esrey        Director                     July 25, 2001
________________________________
      (William T. Esrey)



      /s/ Donald V. Fites         Director                     July 25, 2001
________________________________
      (Donald V. Fites)



      /s/ James R. Houghton       Director                     July 25, 2001
________________________________
     (James R. Houghton)



      /s/ William R. Howell       Director                     July 25, 2001
________________________________
     (William R. Howell)

<page>

      /s/ Helene L. Kaplan        Director                     July 25, 2001
________________________________
     (Helene L. Kaplan)



      /s/ Reatha Clark King       Director                     July 25, 2001
________________________________
       (Reatha Clark King)



      /s/ Philip E. Lippincott    Director                     July 25, 2001
________________________________
      (Philip E. Lippincott)



      /s/ Harry J. Longwell       Director                     July 25, 2001
________________________________
       (Harry J. Longwell)



   /s/ Marilyn Carlson Nelson     Director                     July 25, 2001
________________________________
    (Marilyn Carlson Nelson)



     /s/ Eugene A. Renna          Director                    July 25, 2001
________________________________
      (Eugene A. Renna)



    /s/ Walter V. Shipley         Director                    July 25, 2001
________________________________
      (Walter V. Shipley)



    /s/ Donald D. Humphreys       Controller (Principal       July 25, 2001
________________________________  Accounting Officer)
     (Donald D. Humphreys)



    /s/ Frank A. Risch            Treasurer (Principal        July 25, 2001
________________________________  Financial Officer)
       (Frank A. Risch)
<page>
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{"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": "333-69378", "film-number": "1737222"}, "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": "EXXON CORP", "date-changed": "19920703"}, {"former-conformed-name": "STANDARD OIL CO OF NEW JERSEY", "date-changed": "19721123"}]}
Registration No. 333-

                                 UNITED STATES
                     SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C. 20549

                                   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 of                    (I.R.S. Employer
      incorporation or organization)                     Identification No.)

                           5959 Las Colinas Boulevard
                                 Irving, Texas
                   (Address of Principal Executive Offices)

                                  75039-2298
                                  (Zip Code)

                    ExxonMobil Fuels Marketing Savings Plan
                           (Full title of the plan)

                              Donald D. Humphreys
                         Vice President and Controller
                            Exxon Mobil Corporation
                           5959 Las Colinas Boulevard
                             Irving, TX  75039-2298
                    (Name and address of agent for service)

                                 (972) 444-1000
          (Telephone number, including area code, of agent for service)

                         CALCULATION OF REGISTRATION FEE

   Title of each    Amount to be    Proposed        Proposed        Amount of
class of securities  registered     maximum         maximum        Registration
  to be registered                  offering    Aggregate offering     fee
                                     price          price(1)
                                  per share(1)
_______________________________________________________________________________
Common Stock, no    1,000,000       $40.70         $40,700,000      $10,175
   par value         shares(2)

In addition, pursuant to Rule 416(c) under the Securities Act of 1933 (the
"Securities Act"), this registration statement also covers an indeterminate
amount of interests to be offered or sold pursuant to the employee benefit plan
described herein

(1)   Estimated solely for the purpose of calculating the registration fee
      pursuant to Rule 457(h) under the Securities Act and based on the average
      of the high and low prices of the common stock reported in the
      consolidated reporting system on September 5, 2001.
(2)   If, as a result of stock splits, stock dividends or similar transactions,
      the numbers of securities purported to be registered on this registration
      statement changes, the provisions of Rule 416 shall apply to this
      registration statement, and this registration statement shall cover the
      additional securities resulting from such split, dividend or similar
      transaction.
This Registration Statement is a new registration statement relating to
Registrant's ExxonMobil Fuels Marketing Savings Plan (the "Plan").

                                 PART II

           INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Certain Documents by Reference

Exxon Mobil Corporation ("ExxonMobil" or the "Registrant") hereby incorporates,
or will be deemed to have incorporated, herein by reference the following
documents:

(1)      The ExxonMobil Annual Report on Form 10-K for the fiscal year ended
         December 31, 2000;

(2)      The ExxonMobil Quarterly Reports on Form 10-Q for the fiscal quarters
         ended March 31, 2001 and June 30, 2001;

(3)      The ExxonMobil Current Report on Form 8-K filed on April 2, 2001;

(4)      Annual Report on Form 11-K of the Plan for the fiscal year ended
         December 31, 2000;

(5)      All other reports filed by ExxonMobil pursuant to Section 13(a) or
         15(d) of the Exchange Act, since December 31, 2000;

(6)      The description of ExxonMobil's capital stock contained in
         ExxonMobil's Registration Statement on Form S-4 (File Number
         333-75659), and any document that updates that description;

(7)      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 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
         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 does not have any provisions for indemnification of
         directors or officers in its charter. 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 corporate 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
-2-

         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.

Item 8.  Exhibits

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

         (b)   In lieu of an opinion of counsel concerning compliance with the
               requirements of the Employee Retirement Income Security Act
               of 1974, as amended, and an Internal Revenue Service ("IRS")
               determination letter that the Plan is qualified under
               Section 401 of the Internal Revenue Code, the Registrant hereby
               undertakes that it will submit or has submitted the Plan and any
               amendment thereto to the IRS in a timely manner and has made or
               will make all changes required by the IRS in order to qualify
               the Plan.

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:

                     (i)   To include any prospectus required by section
                           10(a)(3) of the Securities Act of 1933;

                     (ii)  To reflect in the prospectus any facts or event
                           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
                           this Registration Statement or any material change
                           to such information in this Registration Statement;

                           Provided, however, that paragraphs (a)(1)(i) and
                           (a)(1)(ii) do not apply if the registration
                           statement is on Form S-3, Form S-8, or Form F-3, 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 Securities Exchange Act of 1934 that are
                           incorporated by reference in the 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.
-3-

         (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.
-4-

                                  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 14th day of
September, 2001.

                                                 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      September 14, 2001
_____________________________    and Chief Executive
      (Lee R. Raymond)           Officer (Principal
                                 Executive Officer)

               *                 Director                  September 14, 2001
_____________________________
     (Michael J. Boskin)

               *                 Director                  September 14, 2001
_____________________________
        (Rene Dahan)

               *                 Director                  September 14, 2001
_____________________________
     (William T. Esrey)

               *                 Director                  September 14, 2001
_____________________________
     (Donald V. Fites)

               *                 Director                  September 14, 2001
_____________________________
    (James R. Houghton)
-5-

               *                 Director                  September 14, 2001
_____________________________
    (William R. Howell)

               *                 Director                  September 14, 2001
_____________________________
    (Helene L. Kaplan)

               *                 Director                 September 14, 2001
_____________________________
    (Reatha Clark King)

               *                 Director                 September 14, 2001
_____________________________
   (Philip E. Lippincott)

               *                 Director                 September 14, 2001
_____________________________
    (Harry J. Longwell)

               *                 Director                 September 14, 2001
______________________________
  (Marilyn Carlson Nelson)

               *                 Director                 September 14, 2001
______________________________
     (Eugene A. Renna)

               *                 Director                 September 14, 2001
______________________________
    (Walter V. Shipley)

               *                Controller (Principal     September 14, 2001
______________________________  Accounting Officer)
   (Donald D. Humphreys)

               *                Treasurer (Principal      September 14, 2001
______________________________  Financial Officer)
       (Frank A. Risch)

* By:      /s/ Richard E. Gutman
      _________________________________
      Richard E. Gutman
      Attorney-in-Fact
-6-

The Plan.  Pursuant to the requirements of the Securities Act of 1933, the
trustees (or other persons who administer the Plan) have duly caused this
Registration Statement to be signed on their behalf by the undersigned,
thereunto duly authorized, in the City of Irving, State of Texas on the
14th day of September, 2001.

                                       EXXONMOBIL FUELS MARKETING SAVINGS PLAN

                                       By:    /s/ Stephen B. L. Penrose
                                            __________________________________
                                            Stephen B.L. Penrose
                                            Administrator - Finance
-7-

                                INDEX TO EXHIBITS

Exhibit Number Exhibit

23.1           Consent of PricewaterhouseCoopers LLP, Independent Accountants.

23.2           Consent of Ernst & Young LLP, Independent Auditors.

24             Power of Attorney.
-8-

                                  Exhibit 23.1

                       CONSENT OF INDEPENDENT ACCOUNTANTS

We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated February 28, 2001 relating to the
consolidated financial statements, which appears on page 27 of the Financial
Section of Exxon Mobil Corporation's Annual Report on Form 10-K for the year
ended December 31, 2000.

/s/ PRICEWATERHOUSECOOPERS LLP
PRICEWATERHOUSECOOPERS LLP
Dallas, Texas
September 14, 2001
Exhibit 23.2

               CONSENT OF ERNST & YOUNG LLP, INDEPENDENT AUDITORS

We consent to the incorporation by reference in the Registration Statement
(Form S-8) pertaining to the ExxonMobil Fuels Marketing Savings Plan of Exxon
Mobil Corporation of our report dated February 26, 1999, with respect to the
consolidated financial statements and schedule of Mobil Corporation included in
the Annual Report on Form 10-K for the year ended December 31, 2000 of Exxon
Mobil Corporation.

                                                  /s/ ERNST & YOUNG LLP

McLean, Virginia
September 14, 2001
Exhibit 24

                               POWER OF ATTORNEY

Each person whose signature appears below hereby constitutes and appoints T. P.
Townsend, Frank A. Risch, Donald D. Humphreys, and R. E. Gutman, and each of
them, his or her true and lawful attorneys-in-fact and agents, with full power
of substitution and resubstitution, for him or her and in his or her name,
place and stead, in any and all capacities, to sign a Registration Statement on
Form S-8 to be filed with the Securities and Exchange Commission with respect
to shares of common stock of Exxon Mobil Corporation offered or sold in
connection with Exxon Mobil Corporation's ExxonMobil Fuels Marketing Savings
Plan, as amended, as well as related interests, and to sign any and all
amendments or supplements (including post-effective amendments) to such
Registration Statement, and to file the same, with all exhibits thereto, and
all other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorneys-in-fact and agents, and each of them,
full power and authority to do and perform each and every act and thing
requisite and necessary to be done, as fully to all intents and purposes as he
or she might or could do in person, hereby ratifying and confirming all that
said attorneys-in-fact and agents or any of them, or their substitute or
substitutes, may lawfully do or cause to be done by virtue hereof.

      /s/ Lee R. Raymond          Chairman of the Board        July 25, 2001
________________________________  and Chief Executive
       (Lee R. Raymond)           Officer (Principal
                                  Executive Officer)

      /s/ Michael J. Boskin       Director                     July 25, 2001
________________________________
      (Michael J. Boskin)

      /s/ Rene Dahan              Director                     July 25, 2001
________________________________
      (Rene Dahan)

      /s/ William T. Esrey        Director                     July 25, 2001
________________________________
      (William T. Esrey)

      /s/ Donald V. Fites         Director                     July 25, 2001
________________________________
      (Donald V. Fites)

      /s/ James R. Houghton       Director                     July 25, 2001
________________________________
     (James R. Houghton)

      /s/ William R. Howell       Director                     July 25, 2001
________________________________
     (William R. Howell)
/s/ Helene L. Kaplan        Director                     July 25, 2001
________________________________
     (Helene L. Kaplan)

      /s/ Reatha Clark King       Director                     July 25, 2001
________________________________
       (Reatha Clark King)

      /s/ Philip E. Lippincott    Director                     July 25, 2001
________________________________
      (Philip E. Lippincott)

      /s/ Harry J. Longwell       Director                     July 25, 2001
________________________________
       (Harry J. Longwell)

   /s/ Marilyn Carlson Nelson     Director                     July 25, 2001
________________________________
    (Marilyn Carlson Nelson)

     /s/ Eugene A. Renna          Director                    July 25, 2001
________________________________
      (Eugene A. Renna)

    /s/ Walter V. Shipley         Director                    July 25, 2001
________________________________
      (Walter V. Shipley)

    /s/ Donald D. Humphreys       Controller (Principal       July 25, 2001
________________________________  Accounting Officer)
     (Donald D. Humphreys)

    /s/ Frank A. Risch            Treasurer (Principal        July 25, 2001
________________________________  Financial Officer)
       (Frank A. Risch)