<PAGE>
<PAGE>

   AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON March 9, 1994
                                                 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)

                  1994 INCENTIVE PROGRAM OF AMOCO CORPORATION
                       AND ITS PARTICIPATING SUBSIDIARIES
                              (Full title of the Plan)

                         P. A. Brandin, 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
<TABLE>
<CAPTION>

                                    Proposed      Proposed
                                     maximum      maximum
       Title of                     offering     aggregate      Amount of
    securities to   Amount to be    price per     offering     registration
    be registered   registered(1)   share(2)      price(2)        fee(2)
    <S>             <C>             <C>         <C>            <C>
    Common Stock,     10,000,000    $52.5625    $525,625,000     $181,250
    without par        shares
    value . . . .
</TABLE>
                                       1.
<PAGE>
<PAGE>

   (1) 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.

   (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 March 7,
   1994.























                                       2.
<PAGE>
<PAGE>


                      Registration Statement on Form S-8
                                   under the
                            Securities Act of 1993
                                      of

                                 Amoco Corporation

        The contents  of Registration  Statement Number  33-40099 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.




















                                       3.
<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 March 9, 1994.


                                                AMOCO CORPORATION
                                                   Registrant


                               By:                  H. L. FULLER

                                      H. L.  Fuller, Chairman  of the  Board
                                      and 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 March 9, 1994.

<TABLE>
<CAPTION>
             Signature                             Title
        <S>                      <C>
        H. L. FULLER*            Chairman of the Board, President and
        H. L. Fuller               Director (Principal Executive Officer)


        F. S. ADDY*              Executive Vice President and Director
        F. S. Addy                 (Principal Financial Officer)


        JOHN L. CARL*            Senior Vice President-Finance and
        John L. Carl               Controller (Principal Accounting
                                   Officer)

        L. D. THOMAS*            Vice Chairman and Director
        L. D. Thomas


        P. J. EARLY*             Vice Chairman and Director
        P. J. Early


        DONALD R. BEALL*         Director
        Donald R. Beall

                                       4.
<PAGE>
<PAGE>


             Signature                             Title
        <S>                      <C>

        RUTH BLOCK*              Director
        Ruth Block


        JOHN H. BRYAN*           Director
        John H. Bryan

        ERROLL DAVIS*            Director
        Erroll Davis


        RICHARD FERRIS*          Director
        Richard Ferris


        ROBERT H. MALOTT*        Director
        Robert H. Malott

        WALTER E. MASSEY*        Director
        Walter E. Massey


        MARTHA R. SEGER*         Director
        Martha R. Seger


        MICHAEL WILSON*          Director
        Michael Wilson

        RICHARD D. WOOD*         Director
        Richard D. Wood


    *By      H. L. FULLER        Individually and as Attorney-in-Fact
             H. L. Fuller

</TABLE>



                                       5.
<PAGE>
<PAGE>


                               INDEX TO EXHIBITS
<TABLE>
<CAPTION>

   Exhibit
   Sequentially
   Number       Exhibit                                             Numbered
   Page
   <S>          <C>                                                  <C>
   (5)          Opinion of J. E. Klewin, including consent

   (23)         Consent of Price Waterhouse

   (24)         Powers of Attorney
</TABLE>

















                                       6.
<PAGE>
[{"type": "S-8", "sequence": "1", "description": "S-8 INCENTIVE PROGRAM MARCH 1994", "secsgml_size_bytes": 6995}]
{"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": "033-52575", "film-number": "94515063"}, "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 March 9, 1994
                                                 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)

                  1994 INCENTIVE PROGRAM OF AMOCO CORPORATION
                       AND ITS PARTICIPATING SUBSIDIARIES
                              (Full title of the Plan)

                         P. A. Brandin, 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
                                     maximum      maximum
       Title of                     offering     aggregate      Amount of
    securities to   Amount to be    price per     offering     registration
    be registered   registered(1)   share(2)      price(2)        fee(2)
Common Stock,     10,000,000    $52.5625    $525,625,000     $181,250
    without par        shares
    value . . . .
1.
(1) 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.

   (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 March 7,
   1994.

                                       2.
Registration Statement on Form S-8
                                   under the
                            Securities Act of 1993
                                      of

                                 Amoco Corporation

        The contents  of Registration  Statement Number  33-40099 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.

                                       3.
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 March 9, 1994.

                                                AMOCO CORPORATION
                                                   Registrant

                               By:                  H. L. FULLER

                                      H. L.  Fuller, Chairman  of the  Board
                                      and 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 March 9, 1994.
Signature                             Title
H. L. FULLER*            Chairman of the Board, President and
        H. L. Fuller               Director (Principal Executive Officer)

        F. S. ADDY*              Executive Vice President and Director
        F. S. Addy                 (Principal Financial Officer)

        JOHN L. CARL*            Senior Vice President-Finance and
        John L. Carl               Controller (Principal Accounting
                                   Officer)

        L. D. THOMAS*            Vice Chairman and Director
        L. D. Thomas

        P. J. EARLY*             Vice Chairman and Director
        P. J. Early

        DONALD R. BEALL*         Director
        Donald R. Beall

                                       4.
Signature                             Title
RUTH BLOCK*              Director
        Ruth Block

        JOHN H. BRYAN*           Director
        John H. Bryan

        ERROLL DAVIS*            Director
        Erroll Davis

        RICHARD FERRIS*          Director
        Richard Ferris

        ROBERT H. MALOTT*        Director
        Robert H. Malott

        WALTER E. MASSEY*        Director
        Walter E. Massey

        MARTHA R. SEGER*         Director
        Martha R. Seger

        MICHAEL WILSON*          Director
        Michael Wilson

        RICHARD D. WOOD*         Director
        Richard D. Wood

    *By      H. L. FULLER        Individually and as Attorney-in-Fact
             H. L. Fuller
5.
INDEX TO EXHIBITS
Exhibit
   Sequentially
   Number       Exhibit                                             Numbered
   Page
(5)          Opinion of J. E. Klewin, including consent

   (23)         Consent of Price Waterhouse

   (24)         Powers of Attorney
6.