FORM 10-Q

              SECURITIES AND EXCHANGE COMMISSION
                   Washington, D. C. 20549

  ( X )   QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
              THE SECURITIES EXCHANGE ACT OF 1934

       For The Quarterly Period Ended September 30, 1994

                               OR

  (  )   TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
             THE SECURITIES EXCHANGE ACT OF 1934

    For the transition period from ___________to___________

                  Commission File Number 1-2256



                        EXXON 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 Number)


225 E. John W. Carpenter Freeway, Irving, Texas  75062-2298
___________________________________________________________
(Address of principal executive offices)      (Zip Code)


                         (214)   444-1000
____________________________________________________________
      (Registrant's telephone number, including area code)

Indicate by check mark whether the registrant (1) has filed
all reports required to be filed by Section 13 or 15(d) of
the Securities Exchange Act of 1934 during the preceding 12
months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days. Yes  X No__.

Indicate the number of shares outstanding of each of the
issuer's classes of common stock, as of the latest
practicable date.

            Class              Outstanding as of September 30,1994
_______________________________   ________________________________
Common stock, without par value              1,241,455,701


                            EXXON CORPORATION

                               FORM 10-Q

            FOR THE QUARTERLY PERIOD ENDED SEPTEMBER 30, 1994


                                  INDEX




                    PART I.  FINANCIAL INFORMATION


                                                                 Page
                                                                Number
Item 1.  Financial Statements
Condensed Consolidated Statement of Income                         3
     Three and nine months ended September 30, 1994 and 1993

Condensed Consolidated Balance Sheet                               4
     As of September 30, 1994 and December 31, 1993

Condensed Consolidated Statement of Cash Flows                     5
    Nine months ended September 30, 1994 and 1993

Notes to Condensed Consolidated Financial Statements               5

Item 2.  Management's Discussion and Analysis of Financial
         Condition and Results of Operations                    6-10


                  PART II.  OTHER INFORMATION


Item 1.  Legal Proceedings                                        11

Item 6.  Exhibits and Reports on Form 8-K                         11

Signature                                                         12














                               -2-

                  PART I.  FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS

                        EXXON CORPORATION
            CONDENSED CONSOLIDATED STATEMENT OF INCOME
                      (millions of dollars)

                                Three Months Ended    Nine Months Ended
                                  September 30,         September 30, 
                                __________________    _________________
                                  1994     1993         1994     1993  
REVENUE                         _______    _______    _______    ______
Sales and other operating
 revenue, including excise
 taxes                         $29,237   $27,380     $81,963   $81,881
Earnings from equity interests
 and other revenue                 326       540         883     1,253
                                ______    ______      ______    ______
Total revenue                   29,563    27,920      82,846    83,134
                                ______    ______      ______    ______
COSTS AND OTHER DEDUCTIONS
Crude oil and product purchases 12,353    11,614      34,096    35,163
Operating expenses               3,101     3,035       9,315     9,300
Selling, general and                                                  
 administrative expenses         1,783     1,676       5,134     5,046
Depreciation and depletion       1,187     1,210       3,709     3,640
Exploration expenses, including                                       
 dry holes                         147       173         420       449
Interest expense                   126       193         534       534
Excise taxes                     3,190     2,925       8,787     8,585
Other taxes and duties           5,639     4,993      15,577    14,559
Income applicable to minority                                         
 and preferred interests            97        64         189       187
                                ______    ______      ______    ______
Total costs and other
 deductions                     27,623    25,883      77,761    77,463
                                ______    ______      ______    ______
                                                                      
INCOME BEFORE INCOME TAXES       1,940     2,037       5,085     5,671
Income taxes                       785       677       1,885     1,891
                                ______    ______      ______    ______
NET INCOME                     $ 1,155   $ 1,360     $ 3,200   $ 3,780
                                ======    ======      ======    ======
Net income per common share*   $  0.92   $  1.09     $  2.54   $  3.01
Dividends per common share     $  0.72   $  0.72     $  2.16   $  2.16
Average number common shares                                          
 outstanding (millions)        1,241.4   1,241.6     1,241.6   1,241.7
                                                                       

  * Computed as income less dividends on preferred stock divided by 
    the weighted average number of common shares outstanding.





                                 -3-

                        EXXON CORPORATION
               CONDENSED CONSOLIDATED BALANCE SHEET
                      (millions of dollars)
                                                Sept. 30,        Dec. 31,
                                                   1994            1993
                                                ________         ________
  ASSETS
Current assets
   Cash and cash equivalents                  $ 1,700         $   983
   Other marketable securities                    725             669
   Notes and accounts receivable - net          7,315           6,860
   Inventories
     Crude oil, products and merchandise        4,703           4,616
     Materials and supplies                       862             856
   Prepaid taxes and expenses                   1,145             875
                                              _______         _______
     Total current assets                      16,450          14,859
Property, plant and equipment - net            63,454          61,962
Investments and other assets                    7,886           7,324
                                              _______         _______
      TOTAL ASSETS                            $87,790         $84,145
                                              =======         =======
LIABILITIES
Current liabilities
   Notes and loans payable                    $ 4,195         $ 4,109
   Accounts payable and accrued liabilities    12,832          12,122
   Income taxes payable                         2,226           2,359
                                              _______         _______
     Total current liabilities                 19,253          18,590
Long-term debt                                  8,936           8,506
Annuity reserves, deferred credits and       
 other liabilities                             23,085          22,257
                                              _______         _______
     TOTAL LIABILITIES                         51,274          49,353
                                              _______         _______
SHAREHOLDERS' EQUITY
Preferred stock, without par value:
 Authorized:200 million shares
 Issued:     16 million shares(Convertible,Class A)
 Outstanding: 9 million shares at Sept. 30, 1994  583
             11 million shares at Dec. 31, 1993                   668
Guaranteed LESOP obligation                      (614)           (716)
Common stock, without par value:
 Authorized:  2,000 million shares
 Issued:      1,813 million shares              2,822           2,822
Earnings reinvested                            49,860          49,365
Cumulative foreign exchange translation                              
 adjustment                                       889            (370)
Common stock held in treasury:
 571 million shares at Sept. 30, 1994         (17,024)
 571 million shares at Dec. 31, 1993                          (16,977)
                                              _______         _______
    TOTAL SHAREHOLDERS' EQUITY                 36,516          34,792
                                              _______         _______
    TOTAL LIABILITIES & SHAREHOLDERS' EQUITY  $87,790         $84,145
                                              =======         =======
The number of shares of common stock issued and outstanding at
September 30, 1994 and December 31, 1993 were 1,241,455,701 and
1,241,737,220, respectively.
                                -4-

                        EXXON CORPORATION
          CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
                      (millions of dollars)

                                                       Nine Months Ended
                                                       ____Sept. 30,____
                                                     1994        1993
CASH FLOWS FROM OPERATING ACTIVITIES                   ______      _____
   Net income                                         $3,200      $3,780
   Depreciation and depletion                          3,709       3,640
   Changes in operational working capital,
    excluding cash and debt                             (312)      1,051
   All other items - net                                 504           6
                                                      ______       _____
     Net Cash Provided By Operating Activities         7,101       8,477
                                                      ______       _____
CASH FLOWS FROM INVESTING ACTIVITIES
   Acquisitions and additions to property,
    plant and equipment                               (4,646)     (4,841)
   Sales of subsidiaries and property,
    plant and equipment                                  787         934
   Other investing activities - net                      118        (118)
                                                      ______       _____
     Net Cash Used In Investing Activities            (3,741)     (4,025)
                                                      ______       _____
NET CASH GENERATION BEFORE FINANCING ACTIVITIES        3,360       4,452
                                                      ______       _____
CASH FLOWS FROM FINANCING ACTIVITIES
   Additions to long-term debt                           883       1,261
   Reductions in long-term debt                         (336)       (158)
   Additions/(reductions) in short-term debt - net       (60)     (1,268)
   Cash dividends to Exxon shareholders               (2,717)     (2,723)
   Cash dividends to minority interests                 (370)       (202)
   Additions/(reductions) to minority interests and
    sales/(redemptions) of affiliate preferred stock      31        (533)
   Acquisitions of Exxon shares - net                   (132)       (154)
                                                      ______        _____
     Net Cash Used In Financing Activities            (2,701)     (3,777)
                                                      ______       ______
Effects Of Exchange Rate Changes On Cash                  58         (21)
                                                      ______       ______
Increase/(Decrease) In Cash And Cash Equivalents         717         654
Cash And Cash Equivalents At Beginning Of Period         983         898
                                                      ______      ______
CASH AND CASH EQUIVALENTS AT END OF PERIOD            $1,700      $1,552
                                                      ======      ======
SUPPLEMENTAL DISCLOSURES
   Income taxes paid                                  $1,765      $1,409
   Cash interest paid                                 $  517      $  502

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS:
These condensed consolidated financial statements should be read in the
context of the consolidated financial statements and notes thereto filed
with the S.E.C. in the corporation's 1993 Annual Report on Form 10-K.  In
the opinion of the corporation, the information furnished herein reflects
all known accruals and adjustments necessary for a fair statement of the
results for the periods reported herein.  All such adjustments are of a
normal recurring nature.  The corporation's exploration and production
activities are accounted for under the "successful efforts" method.


                                -5-

                              EXXON CORPORATION

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
        RESULTS OF OPERATIONS

FUNCTIONAL EARNINGS SUMMARY        Third Quarter       First Nine Months
                                   _____________       _________________
                                                                       
                                   1994      1993         1994     1993 
Petroleum and natural gas          ____      ____         ____     ____ 
   Exploration and production               (millions of dollars)     
     United States               $  208    $  273       $  659   $  763 
     Non-U.S.                       408       549        1,395    1,716
   Refining and marketing
     United States                   87       121          125      255
     Non-U.S.                       330       474          881    1,084 
                                  _____     _____        ______   _____
Total petroleum and natural gas   1,033     1,417        3,060    3,818 
Chemicals
     United States                   80        46          282      183
     Non-U.S.                       118        22          255       94
Other operations                     89        19          211      115
Corporate and financing            (165)     (144)        (608)    (430)
                                  _____     _____        _____    _____
NET INCOME                       $1,155   $ 1,360       $3,200   $3,780
                                  =====     =====        =====    =====

THIRD QUARTER 1994 COMPARED WITH THIRD QUARTER 1993

Exxon Corporation estimated third quarter 1994 net income at $1,155 
million, equal to $0.92 per share, compared with $1,360 million, or 
$1.09 per share, in the same period last year.

Earnings in the third quarter of 1993 included $306 million of credits
for asset sales and tax adjustments.  Excluding those special items,
this quarter's earnings are up ten percent relative to the third 
quarter of 1993.

In the third quarter of 1994, Exxon's liquids production, natural gas
sales, refinery throughput, petroleum product sales, chemical sales
and coal sales were all above the levels achieved in the comparable
quarter of 1993.  Worldwide crude oil prices were slightly higher,
but industry refining margins were narrower than in the third 
quarter of last year.

Exxon's chemical product sales in the third quarter were the highest
in over two years, and margins also improved.  As a result, chemical
earnings more than doubled from a year ago.  In addition, earnings
from Exxon's other operating segments improved, as coal production
increased and copper prices rose.

OTHER COMMENTS ON THIRD QUARTER COMPARISON

Relative to the prior year, third quarter 1994 worldwide production 
earnings benefited from a modest improvement in crude prices.  
However, natural gas earnings were negatively impacted by lower gas
realizations in the U.S.  Third quarter earnings from U.S. 
exploration and production operations were $208 million, while 
earnings from operations outside the U.S. were $408 million.  
Excluding special items, comparable 1993 earnings were $176 million
for U.S. operations and $397 million for operations outside the U.S.

                                     -6-

                              EXXON CORPORATION

              MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
               CONDITION AND RESULTS OF OPERATIONS (Continued)


OTHER COMMENTS ON THIRD QUARTER COMPARISON (Continued)


Crude production in the third quarter 1994 was 1,670 kbd (thousand 
barrels per day) up from 1,620 kbd the prior year.  Production from
new developments in the U.S. and the North Sea provided most of the
increase.  Worldwide natural gas production of 4,660 mcfd (million
cubic feet per day) was up 41 mcfd from the prior year as reductions
in European sales were offset by new production from Exxon's Mobile
Bay development in the U.S. and growth in Pacific Rim demand.

Petroleum product margins were lower in this year's third quarter,
as product prices did not keep pace with higher crude supply costs,
while in the 1993 third quarter product margins benefited from 
declining crude supply costs.  Worldwide petroleum product sales of
5,043 kbd rose 120 kbd compared to the third quarter of last year,
with increases in U.S., Europe, Far East and Latin American volumes.
Third quarter 1994 earnings from refining and marketing operations 
in the U.S. were $87 million, compared with $121 million in the third
quarter 1993.  Earnings from refining and marketing operations outside
the U.S. totaled $330 million, versus $474 million in the third 
quarter last year.

Earnings from chemical operations in the third quarter of this year 
benefited from improved margins and increased sales.  Product sales
volumes of 3,307 kt (thousand tons) were up 219 kt over last year's 
quarter.  Third quarter 1994 worldwide chemical earnings were $198
million compared with $68 million last year.

Earnings from other operating segments totaled $89 million, compared
with $19 million in third quarter 1993.  Coal production increased
and copper realizations rose substantially.

Corporate and financing expenses in the third quarter 1994 were 
$165 million, compared with $144 million last year.

Net income in the third quarter of 1993 included $306 million of 
tax credits and gains on asset sales; there were no similar 
credits in the third quarter 1994.

During the third quarter 1994, a Federal District Court jury in
Anchorage, Alaska, returned compensatory and punitive damage 
verdicts in the civil litigation resulting from the accidental 
grounding of the Exxon Valdez in 1989.  See Exxon's Current 
Report on Form 8-K dated September 21, 1994.  During the quarter,
Exxon filed motions to overturn or reduce these verdicts, which 
are being reviewed by the trial court and may be the subject of 
appeals to higher courts.  Since it is impossible to estimate what
the ultimate earnings impact will be, no charge was taken in the 
third quarter related to these events.





                                  -7-

                              EXXON CORPORATION

              MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
               CONDITION AND RESULTS OF OPERATIONS (Continued)


OTHER COMMENTS ON THIRD QUARTER COMPARISON (Continued)


Revenue for the third quarter totaled $29,563 million.  This was an
increase from $27,920 million in the third quarter 1993.  Capital 
and exploration expenditures of $1,925 million compared to $2,010 
million in the third quarter 1993.

During the third quarter of this year, Exxon purchased 0.6 million
shares of its stock for the treasury at a cost of $34 million.

FIRST NINE MONTHS 1994 COMPARED WITH FIRST NINE MONTHS 1993

Net income of $3,200 million for the first nine months of 1994 
compared with $3,780 million in 1993.  Net income in 1993 included
$563 million of net special credits, while the first nine months of
1994 included $66 million of tax related credits.

Although worldwide crude prices improved in the third quarter, through
nine months of 1994 prices were weaker, down over $2.00 per barrel on 
average from 1993.  Worldwide crude production of 1,704 kbd was up 
from 1,648 kbd in 1993, principally as a result of increased 
production from new developments in the North Sea and Alaska.  Natural
gas production of 5,757 mcfd rose by six percent versus 1993, largely
due to increased U.S. and Pacific Rim production.  Excluding special
items, earnings from U.S. exploration and production operations were
$659 million, compared with $666 million in the first nine months of
last year.  Outside the U.S., earnings from exploration and 
production operations were $1,329 million versus $1,462 million in 
1993.

Petroleum product margins for the first nine months of 1994 were on 
average weaker than the prior year, negatively impacting refining 
and marketing earnings.  In addition, an increase in refining 
maintenance activities this year reduced earnings.  Worldwide 
petroleum product sales of 4,985 kbd were up from 4,875 kbd in the 
first nine months of 1993, with increases in clean product sales in 
most major markets.  Through the first nine months of this year, U.S.
refining and marketing earnings were $125 million, compared with $255
million the prior year.  Earnings from refining and marketing 
operations outside the U.S. were $881 million, versus $1,084 million 
in 1993.

Earnings from worldwide chemical operations totaled $537 million for 
the first nine months of 1994, nearly double the earnings level of the
prior year.  Product margins were higher than in 1993 and sales volume
this year totaled 9,879 kt, up from 9,480 kt in the first nine months 
of 1993.



                                    -8-

                              EXXON CORPORATION

              MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
               CONDITION AND RESULTS OF OPERATIONS (Continued)


FIRST NINE MONTHS 1994 COMPARED WITH FIRST NINE MONTHS 1993 (Continued)


Earnings from other operating segments totaled $211 million in the 
first nine months of 1994, up from $115 million in 1993.  Coal and 
copper production increased, and copper prices were significantly 
higher.  Corporate and financing charges of $608 million compared 
with $430 million in the first nine months of 1993, which benefited
from $220 million of tax credits.

Net cash generation before financing activities was $3,360 million in 
the first nine months of 1994 versus $4,452 million in the same period
last year.  Operating activities provided net cash of $7,101 million,
a decrease of $1,376 million from 1993's first nine months, due mainly
to lower net income and changes in operational working capital.
Investing activities used net cash of $3,741 million, or $284 million 
less than a year ago. 

Net cash used in financing activities was $2,701 million in the first 
nine months of 1994 versus $3,777 million for the year-ago period.  The
decrease of $1,076 million mainly reflects the absence of the redemption
of preferred securities by an affiliate in 1993 and increased 
borrowings.  Net outlays for treasury share acquisitions were $132 
million versus $154 million in the same period last year.  During the 
first nine months of 1994, a total of 2.9 million shares were acquired
at a cost of $181 million.  Purchases are made in the open market and
through negotiated transactions.  Purchases may be discontinued at any
time.

Capital and exploration expenditures of $5,461 million in the first 
nine months of 1994 compared to $5,724 million in the same period 
last year.

Total debt of $13.1 billion at September 30, 1994 was $0.5 billion 
higher than the level at year-end 1993.  The corporation's debt to 
capital ratio was 25.3 percent at the end of the first nine months of
1994, unchanged from year-end 1993.  

Over the twelve months ended September 30, 1994, return on average 
shareholders' equity was 13.2 percent.  Return on average capital 
employed, which includes debt, was 10.6 percent over the same time period.

Although the corporation accesses financial markets from time to time, 
internally generated funds cover the majority of its financial 
requirements.

The corporation, as part of its ongoing asset management program,
continues to evaluate its mix of assets for potential upgrade.
Because of the ongoing nature of this program, dispositions will
continue to be made from time to time which will result in either
gains or losses.

                                    -9-

                             EXXON CORPORATION

             MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
              CONDITION AND RESULTS OF OPERATIONS (Concluded)


                               SPECIAL ITEMS
                               _____________      


                               Third Quarter    First Nine Months
                               ______________    ________________
                               1994      1993    1994        1993
                               ____      ____    ____        ____
                                        (millions of dollars)

EXPLORATION & PRODUCTION

 United States
  Primarily asset dispositions   -      $182        -        $182
  Primarily tax related          -       (85)       -         (85)

 Non-U.S.
  Primarily asset dispositions   -       (26)       -          (6)
  Primarily tax related          -       178      $66	        260

REFINING AND MARKETING

 United States
  Primarily asset dispositions   -         -	       -          43
  Primarily tax related          -       (17)       - 	       (17)

 Non-U.S.
  Primarily asset dispositions   -         -        -         (32)
  Primarily tax related          -        23        - 	        23

CHEMICALS

  Primarily tax related          -       (26)       - 	       (26)

OTHER OPERATIONS

  Primarily asset dispositions   -       (12)       -         (12)
  Primarily tax related          -         -        - 	        13


CORPORATE & FINANCING

  Primarily tax related          -        89	       -         220
                                ___     ____       ____      ____
          TOTAL                  -      $306       $ 66      $563
                                ===     ====       ====      ====







                                    -10-



                         PART II - OTHER INFORMATION

                              EXXON CORPORATION

                 FOR THE QUARTER ENDED SEPTEMBER 30, 1994


Item 1. Legal Proceedings
______  _________________

On September 30, 1994, the U.S. Environmental Protection Agency issued
a Complaint to the registrant proposing civil penalties totaling 
$258,000 for a number of alleged violations of the Clean Air Act and
the Clean Water Act at the registrant's Baton Rouge Chemical Plant.
The registrant plans to request a hearing concerning the Complaint.

See also the registrant's Current Report on Form 8-K dated September 
21, 1994 for developments in the legal proceedings arising out of the
release of crude oil from the tanker Exxon Valdez in 1989.












Item 6. Exhibits and Reports on Form 8-K
________________________________________

  a)  Exhibits

      Exhibit 27, Financial Data Schedule, is included only in the
      electronic filing of this document.

  b)  Reports on Form 8-K

      The registrant filed a Form 8-K on September 21, 1994.

















                                    -11-


                               EXXON CORPORATION

                                 FORM 10-Q

                  FOR THE QUARTER ENDED SEPTEMBER 30, 1994

                                  SIGNATURE






Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.


                                         EXXON CORPORATION



Date:  November 11, 1994                      W. B. Cook            
                                  ______________________________________
                                  W. B. Cook, Vice President, Controller
                                      and Principal Accounting Officer

































                                 -12-




 

5 THE SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM FORM 10-Q AND IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS. 1,000,000 9-MOS DEC-31-1994 SEP-30-1994 1,700 725 5,986 92 5,565 16,450 115,976 52,522 87,790 19,253 8,936 2,822 0 583 33,111 87,790 81,963 82,846 34,096 34,096 13,444 0 534 5,085 1,885 3,200 0 0 0 3,200 2.54 0