As filed with the Securities and Exchange Commission on February 25, 1999
                                             Registration Statement No. 333-
_______________________________________________________________________________




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


                                     FORM S-8
                              REGISTRATION STATEMENT
                                      UNDER
                            THE SECURITIES ACT OF 1933
                                  _______________


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

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

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

                                  75039-2298
                                  (Zip Code)
                                    ______

                      THRIFT PLAN IN THE BENEFIT PLAN OF
                EXXON CORPORATION AND PARTICIPATING AFFILIATES
                           (Full title of the Plan)
                                ____________

                              Donald D. Humphreys
                        Vice President and Controller
                               Exxon Corporation
                         5959 Las Colinas Boulevard
                          Irving, Texas 75039-2298
                               (972) 444-1202
                 (Name, address and telephone number, including
                       area code, of agent for service)
                                   _______






_______________________________________________________________________________

<PAGE>





                        CALCULATION OF REGISTRATION FEE

                                Proposed Maximum Proposed Maximum  
     Title of                       Offering        Aggregate       Amount of
    Securities     Amount to be      Price          Offering       Registration
 to be Registered   Registered    per Share (1)     Price (1)          Fee
_________________  ____________ ________________ ________________  ____________
 Common Stock,      20,000,000      $67.78125     $1,355,625,000   $376,863.75
 no 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 February 24, 1999.
(2)  If, as a result of stock splits, stock dividends or similar transactions,
     the number 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>                               - 2 -






                       Registration of Additional Shares



This Registration Statement on Form S-8 relating to the registrant's Thrift
Plan in the Benefit Plan of Exxon Corporation and Participating Affiliates (the
"Thrift Plan") is being filed to register additional securities of the same
class as other securities for which an earlier-filed registration statement on
Form S-8 relating to the Thrift Plan is effective.  Pursuant to Instruction E
of Form S-8, such earlier registration statement (No. 33-19057), as amended, is
incorporated herein by reference, except that (i) provisions contained in Part
II of such registration statement are modified as set forth herein and (ii) the
Cross Reference Sheet and Prospectus contained in the earlier registration
statement are not incorporated herein.  As of February 24, 1999, approximately 
378,325 shares remain available on a split-adjusted basis under such prior
registration statement, for which shares an aggregate registration fee of
approximately $1,485 was paid.




































<PAGE>                                 - 3 -


                                      PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.
         _______________________________________

The following documents that have been filed by Exxon Corporation or the Thrift 
Plan with the Securities and Exchange Commission are incorporated by reference 
in this Registration Statement:

    (1)  Annual Report on Form 10-K for the year ended December 31, 1997;

    (2)  Quarterly Reports on Form 10-Q for the quarters ended March 31, 1998, 
         June 30, 1998, and September 30, 1998;

    (3)  Current Report on Form 8-K (Date of Event: November 27, 1998) filed 
         December 1, 1998;

    (4)  The Thrift Plan's Annual Report on Form 11-K for the year ended   
         November 30, 1997; and

    (5)  The description of common stock, without par value, of Exxon 
         Corporation contained in its Registration Statement on Form 10 filed 
         on April 9, 1935, as amended by its Current Report on Form 8-K for the 
         month of May, 1970 and its Quarterly Report on Form 10-Q for the 
         quarter ended June 30, 1987.

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 
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 5.  Experts and Counsel.
         ___________________

The financial statements incorporated herein by reference to the Exxon 
Corporation Annual Report on Form 10-K for the year ended December 31, 1997, 
have been so incorporated in reliance upon the report of PricewaterhouseCoopers
LLP, independent accountants, given on the authority of said firm as experts in 
auditing and accounting.

The financial statements similarly incorporated herein by reference to all 
documents subsequently filed by Exxon Corporation pursuant to Sections 13(a), 
13(c), 14 and 15(d) of the Securities Exchange Act of 1934 prior to the filing 
of a post-effective amendment which indicates that all securities offered have 

<PAGE>                               - 4 -


been sold or which deregisters all securities then remaining unsold, are or 
will be so incorporated in reliance upon the reports of PricewaterhouseCoopers 
LLP, and any other independent accountants, relating to such financial 
statements and upon the authority of such independent accountants as experts in 
auditing and accounting in giving such reports to the extent that the 
particular firm has examined such financial statements and consented to the use 
of their reports thereon.

Item 6.  Indemnification of Directors and Officers.
         _________________________________________

Exxon Corporation has no provisions for indemnification of directors or 
officers in its certificate of incorporation.  Article X of the By-Laws of 
Exxon Corporation 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 Exxon Corporation or any 
subsidiary or served any other enterprise at the request of Exxon Corporation 
against expenses, judgements, 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.

Exxon Corporation has purchased directors and officers liability insurance 
coverage from Ancon Insurance Company, Inc., a wholly-owned subsidiary of 
Exxon Corporation ("Ancon"), subject to cancellation by Ancon upon 365 days'
written notice.  In general, such insurance provides coverage up to
$100 million for payment on behalf of directors and certain officers of
Exxon Corporation of amounts they are legally obligated to pay because 
of covered risks for which Exxon Corporation is not required or permitted 
to indemnify them.

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 Thrift Plan is qualified under Section 401 of the 
         Internal Revenue Code, the registrant hereby undertakes that it will 
         submit or has submitted the Thrift 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 Thrift 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
              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.

<PAGE>                                - 5 -



         (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.

         (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>                                 - 6 -


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 25th day of 
February, 1999.


                                            EXXON CORPORATION

                                            By:  /s/ LEE R. RAYMOND
                                                 ______________________________
                                                 L. 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   February 25, 1999
__________________________________   and Chief Executive
        (Lee R. Raymond)             Officer (Principal
                                     Executive Officer)

__________________________________   Director
        Michael J. Boskin

               *                     Director                February 25, 1999
__________________________________
         (Rene Dahan)

               *                     Director                February 25, 1999
__________________________________
      (William T. Esrey)

               *                     Director                February 25, 1999
__________________________________
          (Jess Hay)

               *                     Director                February 25, 1999
__________________________________
      (James R. Houghton)

               *                     Director                February 25, 1999
__________________________________
      (William R. Howell)

               *                     Director                February 25, 1999
__________________________________
      (Reatha Clark King)


<PAGE>                               - 7 -



               *                     Director                February 25, 1999
__________________________________
     (Philip E. Lippincott)

               *                     Director                February 25, 1999
__________________________________
      (Harry J. Longwell)

__________________________________   Director
     (Marilyn Carlson Nelson)

               *                     Director                February 25, 1999
__________________________________
      (Walter V. Shipley)

               *                     Director                February 25, 1999
__________________________________
      (Robert E. Wilhelm)

               *                     Controller (Principal   February 25, 1999
__________________________________   Accounting Officer)
      (Donald D. Humphreys)

               *                     Treasurer (Principal    February 25, 1999
__________________________________   Financial Officer)
        (Frank A. Risch)


*By:   /s/ T. P. Townsend
    _______________________
          (T. P. Townsend)
           Attorney-in-Fact
























<PAGE>                                - 8 -




The Plan.



Pursuant to the requirements of the Securities Act of 1933, the trustees (or 
other persons who administer the Thrift 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 
25th day of February, 1999.



                                  THRIFT PLAN IN THE BENEFIT PLAN OF EXXON
                                  CORPORATION AND PARTICIPATING AFFILIATES
                                  (Name of Plan)


                                         /s/ Frank A. Risch
                                  ________________________________________
                                  Frank A. Risch, Chairman, Thrift Trustee



































<PAGE>                                - 9 -





                                INDEX TO EXHIBITS



Exhibit Number          Exhibit
______________          _______

     23.1               Consent of PricewaterhouseCoopers LLP.

     24.1               Power of Attorney.












































<PAGE>                               - 10 -









                                                                  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 25, 1998, appearing on page 
F-11 of the financial section of the 1997 Annual Report to Shareholders of 
Exxon Corporation which is incorporated by reference as Exhibit 13 in the 
Annual Report on Form 10-K for the year ended December 31, 1997.  We also 
consent to the reference to us under the heading "Experts and Counsel" in this
Registration Statement.



PRICEWATERHOUSECOOPERS LLP
Dallas, Texas
February 25, 1999





























<PAGE>                               - 11 -



                                                                   Exhibit 24.1


                               POWER OF ATTORNEY

Each person whose signature appears below hereby constitutes and appoints T. P. 
Townsend, Frank A. Risch and Donald D. Humphreys, 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 Corporation offered or sold in connection with Exxon 
Corporation's Thrift Plan, 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.

             Signature                     Title                    Date

         /s/ Lee R. Raymond         Chairman of the Board    February 24, 1999
_________________________________   and Chief Executive
          (Lee R. Raymond)          Officer (Principal
                                    Executive Officer)

_________________________________   Director                 February __, 1999
        (Michael J. Boskin)

         /s/ Rene Dahan             Director                 February 24, 1999
_________________________________
          (Rene Dahan)

       /s/ William T. Esrey         Director                 February 24, 1999
_________________________________
        (William T. Esrey)

          /s/ Jess Hay              Director                 February 24, 1999
_________________________________
           (Jess Hay)

       /s/ James R. Houghton        Director                 February 24, 1999
_________________________________
        (James R. Houghton)

      /s/ William R. Howell         Director                 February 24, 1999
_________________________________
       (William R. Howell)




<PAGE>                               - 12 -




      /s/ Reatha Clark King         Director                 February 24, 1999
_________________________________
        (Reatha Clark King)

     /s/ Philip E. Lippincott       Director                 February 24, 1999
_________________________________
      (Phillip e. Lippincott)

      /s/ Harry J. Longwell         Director                 February 24, 1999
_________________________________
        (Harry J. Longwell)

_________________________________   Director                 February __, 1999
     (Marilyn Carlson Nelson)

     /s/ Walter V. Shipley          Director                 February 24, 1999
_________________________________
      (Walter V. Shipley)

     /s/ Robert E. Wilhelm          Director                 February 24, 1999
_________________________________
       (Robert E. Wilhelm)

     /s/ Donald D. Humphreys        Controller (Principal    February 24, 1999
_________________________________   Accounting Officer)
       (Donald D. Humphreys)

       /s/ Frank A. Risch           Treasurer (Principal     February 24, 1999
_________________________________   Financial Officer)
         (Frank A. Risch)
























<PAGE>                               - 13 -

13
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 22678}]
{"company-data": {"conformed-name": "EXXON 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": "333-72955", "film-number": "99550365"}, "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"}}
As filed with the Securities and Exchange Commission on February 25, 1999
                                             Registration Statement No. 333-
_______________________________________________________________________________

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

                                     FORM S-8
                              REGISTRATION STATEMENT
                                      UNDER
                            THE SECURITIES ACT OF 1933
                                  _______________

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

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

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

                                  75039-2298
                                  (Zip Code)
                                    ______

                      THRIFT PLAN IN THE BENEFIT PLAN OF
                EXXON CORPORATION AND PARTICIPATING AFFILIATES
                           (Full title of the Plan)
                                ____________

                              Donald D. Humphreys
                        Vice President and Controller
                               Exxon Corporation
                         5959 Las Colinas Boulevard
                          Irving, Texas 75039-2298
                               (972) 444-1202
                 (Name, address and telephone number, including
                       area code, of agent for service)
                                   _______

_______________________________________________________________________________
CALCULATION OF REGISTRATION FEE

                                Proposed Maximum Proposed Maximum  
     Title of                       Offering        Aggregate       Amount of
    Securities     Amount to be      Price          Offering       Registration
 to be Registered   Registered    per Share (1)     Price (1)          Fee
_________________  ____________ ________________ ________________  ____________
 Common Stock,      20,000,000      $67.78125     $1,355,625,000   $376,863.75
 no 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 February 24, 1999.
(2)  If, as a result of stock splits, stock dividends or similar transactions,
     the number 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.

_______________________________________________________________________________
- 2 -

                       Registration of Additional Shares

This Registration Statement on Form S-8 relating to the registrant's Thrift
Plan in the Benefit Plan of Exxon Corporation and Participating Affiliates (the
"Thrift Plan") is being filed to register additional securities of the same
class as other securities for which an earlier-filed registration statement on
Form S-8 relating to the Thrift Plan is effective.  Pursuant to Instruction E
of Form S-8, such earlier registration statement (No. 33-19057), as amended, is
incorporated herein by reference, except that (i) provisions contained in Part
II of such registration statement are modified as set forth herein and (ii) the
Cross Reference Sheet and Prospectus contained in the earlier registration
statement are not incorporated herein.  As of February 24, 1999, approximately 
378,325 shares remain available on a split-adjusted basis under such prior
registration statement, for which shares an aggregate registration fee of
approximately $1,485 was paid.
- 3 -

                                      PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.
         _______________________________________

The following documents that have been filed by Exxon Corporation or the Thrift 
Plan with the Securities and Exchange Commission are incorporated by reference 
in this Registration Statement:

    (1)  Annual Report on Form 10-K for the year ended December 31, 1997;

    (2)  Quarterly Reports on Form 10-Q for the quarters ended March 31, 1998, 
         June 30, 1998, and September 30, 1998;

    (3)  Current Report on Form 8-K (Date of Event: November 27, 1998) filed 
         December 1, 1998;

    (4)  The Thrift Plan's Annual Report on Form 11-K for the year ended   
         November 30, 1997; and

    (5)  The description of common stock, without par value, of Exxon 
         Corporation contained in its Registration Statement on Form 10 filed 
         on April 9, 1935, as amended by its Current Report on Form 8-K for the 
         month of May, 1970 and its Quarterly Report on Form 10-Q for the 
         quarter ended June 30, 1987.

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 
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 5.  Experts and Counsel.
         ___________________

The financial statements incorporated herein by reference to the Exxon 
Corporation Annual Report on Form 10-K for the year ended December 31, 1997, 
have been so incorporated in reliance upon the report of PricewaterhouseCoopers
LLP, independent accountants, given on the authority of said firm as experts in 
auditing and accounting.

The financial statements similarly incorporated herein by reference to all 
documents subsequently filed by Exxon Corporation pursuant to Sections 13(a), 
13(c), 14 and 15(d) of the Securities Exchange Act of 1934 prior to the filing 
of a post-effective amendment which indicates that all securities offered have
- 4 -

been sold or which deregisters all securities then remaining unsold, are or 
will be so incorporated in reliance upon the reports of PricewaterhouseCoopers 
LLP, and any other independent accountants, relating to such financial 
statements and upon the authority of such independent accountants as experts in 
auditing and accounting in giving such reports to the extent that the 
particular firm has examined such financial statements and consented to the use 
of their reports thereon.

Item 6.  Indemnification of Directors and Officers.
         _________________________________________

Exxon Corporation has no provisions for indemnification of directors or 
officers in its certificate of incorporation.  Article X of the By-Laws of 
Exxon Corporation 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 Exxon Corporation or any 
subsidiary or served any other enterprise at the request of Exxon Corporation 
against expenses, judgements, 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.

Exxon Corporation has purchased directors and officers liability insurance 
coverage from Ancon Insurance Company, Inc., a wholly-owned subsidiary of 
Exxon Corporation ("Ancon"), subject to cancellation by Ancon upon 365 days'
written notice.  In general, such insurance provides coverage up to
$100 million for payment on behalf of directors and certain officers of
Exxon Corporation of amounts they are legally obligated to pay because 
of covered risks for which Exxon Corporation is not required or permitted 
to indemnify them.

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 Thrift Plan is qualified under Section 401 of the 
         Internal Revenue Code, the registrant hereby undertakes that it will 
         submit or has submitted the Thrift 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 Thrift 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
              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.
- 5 -

         (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.

         (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.
- 6 -

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 25th day of 
February, 1999.

                                            EXXON CORPORATION

                                            By:  /s/ LEE R. RAYMOND
                                                 ______________________________
                                                 L. 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   February 25, 1999
__________________________________   and Chief Executive
        (Lee R. Raymond)             Officer (Principal
                                     Executive Officer)

__________________________________   Director
        Michael J. Boskin

               *                     Director                February 25, 1999
__________________________________
         (Rene Dahan)

               *                     Director                February 25, 1999
__________________________________
      (William T. Esrey)

               *                     Director                February 25, 1999
__________________________________
          (Jess Hay)

               *                     Director                February 25, 1999
__________________________________
      (James R. Houghton)

               *                     Director                February 25, 1999
__________________________________
      (William R. Howell)

               *                     Director                February 25, 1999
__________________________________
      (Reatha Clark King)
- 7 -

               *                     Director                February 25, 1999
__________________________________
     (Philip E. Lippincott)

               *                     Director                February 25, 1999
__________________________________
      (Harry J. Longwell)

__________________________________   Director
     (Marilyn Carlson Nelson)

               *                     Director                February 25, 1999
__________________________________
      (Walter V. Shipley)

               *                     Director                February 25, 1999
__________________________________
      (Robert E. Wilhelm)

               *                     Controller (Principal   February 25, 1999
__________________________________   Accounting Officer)
      (Donald D. Humphreys)

               *                     Treasurer (Principal    February 25, 1999
__________________________________   Financial Officer)
        (Frank A. Risch)

*By:   /s/ T. P. Townsend
    _______________________
          (T. P. Townsend)
           Attorney-in-Fact
- 8 -

The Plan.

Pursuant to the requirements of the Securities Act of 1933, the trustees (or 
other persons who administer the Thrift 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 
25th day of February, 1999.

                                  THRIFT PLAN IN THE BENEFIT PLAN OF EXXON
                                  CORPORATION AND PARTICIPATING AFFILIATES
                                  (Name of Plan)

                                         /s/ Frank A. Risch
                                  ________________________________________
                                  Frank A. Risch, Chairman, Thrift Trustee
- 9 -

                                INDEX TO EXHIBITS

Exhibit Number          Exhibit
______________          _______

     23.1               Consent of PricewaterhouseCoopers LLP.

     24.1               Power of Attorney.
- 10 -

                                                                  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 25, 1998, appearing on page 
F-11 of the financial section of the 1997 Annual Report to Shareholders of 
Exxon Corporation which is incorporated by reference as Exhibit 13 in the 
Annual Report on Form 10-K for the year ended December 31, 1997.  We also 
consent to the reference to us under the heading "Experts and Counsel" in this
Registration Statement.

PRICEWATERHOUSECOOPERS LLP
Dallas, Texas
February 25, 1999
- 11 -

                                                                   Exhibit 24.1

                               POWER OF ATTORNEY

Each person whose signature appears below hereby constitutes and appoints T. P. 
Townsend, Frank A. Risch and Donald D. Humphreys, 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 Corporation offered or sold in connection with Exxon 
Corporation's Thrift Plan, 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.

             Signature                     Title                    Date

         /s/ Lee R. Raymond         Chairman of the Board    February 24, 1999
_________________________________   and Chief Executive
          (Lee R. Raymond)          Officer (Principal
                                    Executive Officer)

_________________________________   Director                 February __, 1999
        (Michael J. Boskin)

         /s/ Rene Dahan             Director                 February 24, 1999
_________________________________
          (Rene Dahan)

       /s/ William T. Esrey         Director                 February 24, 1999
_________________________________
        (William T. Esrey)

          /s/ Jess Hay              Director                 February 24, 1999
_________________________________
           (Jess Hay)

       /s/ James R. Houghton        Director                 February 24, 1999
_________________________________
        (James R. Houghton)

      /s/ William R. Howell         Director                 February 24, 1999
_________________________________
       (William R. Howell)
- 12 -

      /s/ Reatha Clark King         Director                 February 24, 1999
_________________________________
        (Reatha Clark King)

     /s/ Philip E. Lippincott       Director                 February 24, 1999
_________________________________
      (Phillip e. Lippincott)

      /s/ Harry J. Longwell         Director                 February 24, 1999
_________________________________
        (Harry J. Longwell)

_________________________________   Director                 February __, 1999
     (Marilyn Carlson Nelson)

     /s/ Walter V. Shipley          Director                 February 24, 1999
_________________________________
      (Walter V. Shipley)

     /s/ Robert E. Wilhelm          Director                 February 24, 1999
_________________________________
       (Robert E. Wilhelm)

     /s/ Donald D. Humphreys        Controller (Principal    February 24, 1999
_________________________________   Accounting Officer)
       (Donald D. Humphreys)

       /s/ Frank A. Risch           Treasurer (Principal     February 24, 1999
_________________________________   Financial Officer)
         (Frank A. Risch)
- 13 -

13