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Exxon Mobil Corporation 10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D. C. 20549

FORM 10-Q

( X ) QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF

THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2004

( ) 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 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 Number)

5959 Las Colinas Boulevard, Irving, Texas 75039-2298

(Address of principal executive offices) (Zip Code)

(972) 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 by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act). 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 June 30, 2004

Common stock, without par value 6,505,507,118

EXXON MOBIL CORPORATION

FORM 10-Q

FOR THE QUARTERLY PERIOD ENDED JUNE 30, 2004

TABLE OF CONTENTS

Page

Number

PART I. FINANCIAL INFORMATION

Item 1.

Financial Statements

Condensed Consolidated Statement of Income

Three and six months ended June 30, 2004 and 2003

Condensed Consolidated Balance Sheet

As of June 30, 2004 and December 31, 2003

Condensed Consolidated Statement of Cash Flows

Six months ended June 30, 2004 and 2003

Notes to Condensed Consolidated Financial Statements

6-17

Item 2.

Management's Discussion and Analysis of Financial

Condition and Results of Operations

18-23

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

Item 4.

Controls and Procedures

PART II. OTHER INFORMATION

Item 1.

Legal Proceedings

24-26

Item 2.

Changes in Securities and Use of Proceeds

Item 4.

Submission of Matters to a Vote of Security Holders

27-28

Item 6.

Exhibits and Reports on Form 8-K

Signature

Index to Exhibits

-2-

PART I. FINANCIAL INFORMATION

Item 1. Financial Statements

EXXON MOBIL CORPORATION

CONDENSED CONSOLIDATED STATEMENT OF INCOME

(millions of dollars)

	Three Months Ended		Six Months Ended
	June 30,		June 30,

		2004		2003		2004		2003
REVENUES AND OTHER INCOME
Sales and other operating revenue (1)	$	69,220	$	56,167	$	135,280	$	116,355
Income from equity affiliates		1,012		615		2,268		2,898
Other income		461		383		747		1,692
Total revenues and other income		70,693		57,165		138,295		120,945

COSTS AND OTHER DEDUCTIONS
Crude oil and product purchases		32,980		24,227		63,525		52,305
Production and manufacturing expenses		5,688		5,320		11,211		10,660
Selling, general and administrative expenses		3,332		3,340		6,574		6,442
Depreciation and depletion		2,350		2,169		4,723		4,351
Exploration expenses, including dry holes		226		182		401		329
Interest expense		50		70		98		112
Excise taxes (1)		6,514		5,896		12,930		11,727
Other taxes and duties		9,931		9,113		20,095		17,920
Income applicable to minority and preferred interests		142		100		296		473
Total costs and other deductions		61,213		50,417		119,853		104,319

INCOME BEFORE INCOME TAXES		9,480		6,748		18,442		16,626
Income taxes		3,690		2,578		7,212		5,966
INCOME BEFORE CUMULATIVE EFFECT OF
ACCOUNTING CHANGE		5,790		4,170		11,230		10,660
Cumulative effect of accounting change,
net of income tax		0		0		0		550
NET INCOME	$	5,790	$	4,170	$	11,230	$	11,210

NET INCOME PER COMMON SHARE (dollars)
Income before cumulative effect of accounting change	$	0.89	$	0.63	$	1.72	$	1.60
Cumulative effect of accounting change,
net of income tax		0.00		0.00		0.00		0.08
Net income	$	0.89	$	0.63	$	1.72	$	1.68

NET INCOME PER COMMON SHARE - ASSUMING DILUTION (dollars)
Income before cumulative effect of accounting change	$	0.88	$	0.62	$	1.71	$	1.59
Cumulative effect of accounting change,
net of income tax		0.00		0.00		0.00		0.08
Net income	$	0.88	$	0.62	$	1.71	$	1.67

DIVIDENDS PER COMMON SHARE (dollars)	$	0.27	$	0.25	$	0.52	$	0.48

(1) Excise taxes included in sales and other
operating revenue	$	6,514	$	5,896	$	12,930	$	11,727

-3-

EXXON MOBIL CORPORATION

CONDENSED CONSOLIDATED BALANCE SHEET

(millions of dollars)

	June 30,		Dec. 31,
	2004		2003

ASSETS
Current assets
Cash and cash equivalents	$	14,177		$	10,626
Cash and cash equivalents - restricted (note 4)		4,601			0
Notes and accounts receivable - net		23,089			24,309
Inventories
Crude oil, products and merchandise		8,680			7,665
Materials and supplies		1,278			1,292
Prepaid taxes and expenses		2,425			2,068
Total current assets		54,250			45,960
Property, plant and equipment - net		103,854			104,965
Investments and other assets		22,885			23,353

TOTAL ASSETS	$	180,989		$	174,278

LIABILITIES
Current liabilities
Notes and loans payable	$	4,746		$	4,789
Accounts payable and accrued liabilities		30,184			28,445
Income taxes payable		6,318			5,152
Total current liabilities		41,248			38,386
Long-term debt		5,084			4,756
Deferred income tax liability		19,524			20,118
Other long-term liabilities		21,598			21,103

TOTAL LIABILITIES		87,454			84,363

SHAREHOLDERS' EQUITY
Benefit plan related balances		(553	)		(634	)
Common stock, without par value:
Authorized: 9,000 million shares
Issued: 8,019 million shares		4,388			4,468
Earnings reinvested		123,781			115,956
Accumulated other nonowner changes in equity
Cumulative foreign exchange translation adjustment		683			1,421
Minimum pension liability adjustment		(2,446	)		(2,446	)
Unrealized gains on stock investments		334			511
Common stock held in treasury:
1,513 million shares at June 30, 2004		(32,652	)
1,451 million shares at December 31, 2003					(29,361	)

TOTAL SHAREHOLDERS' EQUITY		93,535			89,915

TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY	$	180,989		$	174,278

The number of shares of common stock issued and outstanding at June 30, 2004 and

December 31, 2003 were 6,505,507,118 and 6,568,137,609, respectively.

-4-

EXXON MOBIL CORPORATION

CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS

(millions of dollars)

	Six Months Ended
	June 30,

		2004			2003
CASH FLOWS FROM OPERATING ACTIVITIES
Net income	$	11,230		$	11,210
Cumulative effect of accounting change, net of tax		0			(550	)
Depreciation and depletion		4,723			4,351
Changes in operational working capital, excluding cash and debt		3,023			2,470
Ruhrgas transaction		0			(2,240	)
All other items - net		(186	)		754

Net cash provided by operating activities		18,790			15,995

CASH FLOWS FROM INVESTING ACTIVITIES
Additions to property, plant and equipment		(5,742	)		(6,232	)
Sales of subsidiaries, investments, and property, plant and equipment		1,382			1,581
Increase in restricted cash and cash equivalents (note 4)		(4,601	)		0
Other investing activities - net		811			280

Net cash used in investing activities		(8,150	)		(4,371	)

CASH FLOWS FROM FINANCING ACTIVITIES
Additions to long-term debt		371			26
Reductions in long-term debt		(7	)		(632	)
Additions/(reductions) in short-term debt - net		(198	)		(192	)
Cash dividends to ExxonMobil shareholders		(3,405	)		(3,208	)
Cash dividends to minority interests		(100	)		(311	)
Changes in minority interests and sales/(purchases)
of affiliate stock		(83	)		(160	)
Net ExxonMobil shares acquired		(3,475	)		(2,211	)

Net cash used in financing activities		(6,897	)		(6,688	)

Effects of exchange rate changes on cash		(192	)		356

Increase/(decrease) in cash and cash equivalents		3,551			5,292
Cash and cash equivalents at beginning of period		10,626			7,229
CASH AND CASH EQUIVALENTS AT END OF PERIOD	$	14,177		$	12,521

SUPPLEMENTAL DISCLOSURES
Income taxes paid	$	5,031		$	3,970
Cash interest paid	$	131		$	159

-5-

EXXON MOBIL CORPORATION

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Basis Of Financial Statement Preparation

These unaudited condensed consolidated financial statements should be read in the context of the consolidated financial statements and notes thereto filed with the Securities and Exchange Commission in the corporation's 2003 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.

Accounting Change

As of January 1, 2003, the corporation adopted Financial Accounting Standards Board Statement of Financial Accounting Standards No. 143 (FAS 143), “Accounting for Asset Retirement Obligations.” The cumulative adjustment for the change in accounting principle reported in the first quarter of 2003 was after-tax income of $550 million (net of $442 million of income tax effects, including ExxonMobil’s share of related equity company income taxes of $51 million), or $0.08 per common share.

Accounting for Variable Interest Entities

In December 2003, the Financial Accounting Standards Board issued a revised Interpretation No. 46 (FIN 46), “Consolidation of Variable Interest Entities,” replacing the original interpretation issued in January 2003.

The corporation identified three operating entities in which the corporation has variable interests primarily through lease commitments and certain guarantees extended by the corporation. While implementation was not required until March 31, 2004, the corporation chose to adopt FIN 46 in the fourth quarter 2003 by consolidating these entities, which were previously accounted for under the equity method. There was no effect on net income, because the corporation was already recording its share of net income of these entities. The impact to the balance sheet was to increase both assets and liabilities by about $500 million. However, there was no change to the calculation of return on average capital employed, because the corporation already includes its share of equity company debt in the determination of average capital employed.

Litigation and Other Contingencies

Litigation

A variety of claims have been made against ExxonMobil and certain of its consolidated subsidiaries in a number of pending lawsuits and tax disputes. The corporation accrues an undiscounted liability for those contingencies where the incurrence of a loss is probable and the amount can be reasonably estimated. The corporation does not record liabilities when the likelihood that the liability has been incurred is probable, but the amount cannot be reasonably estimated, or when the liability is believed to be only reasonably possible or remote. ExxonMobil will continue to defend itself vigorously in these matters. Based on a consideration of all relevant facts and circumstances, the corporation does not believe the ultimate outcome of any currently pending lawsuit against ExxonMobil will have a materially adverse effect upon the corporation’s operations or financial condition.

-6-

A number of lawsuits, including class actions, were brought in various courts against Exxon Mobil Corporation and certain of its subsidiaries relating to the accidental release of crude oil from the tanker Exxon Valdez in 1989. The vast majority of the compensatory claims have been resolved. All of the punitive damage claims were consolidated in the civil trial that began in May 1994.

In that trial, on September 24, 1996, the United States District Court for the District of Alaska entered a judgment in the amount of $5 billion in punitive damages to a class composed of all persons and entities who asserted claims for punitive damages from the corporation as a result of the Exxon Valdez grounding. ExxonMobil appealed the judgment. On November 7, 2001, the United States Court of Appeals for the Ninth Circuit vacated the punitive damage award as being excessive under the Constitution and remanded the case to the District Court for it to determine the amount of the punitive damage award consistent with the Ninth Circuit’s holding. The Ninth Circuit upheld the compensatory damage award which has been paid. On December 6, 2002, the District Court reduced the punitive damage award from $5 billion to $4 billion. Both the plaintiffs and ExxonMobil appealed that decision to the Ninth Circuit. The Ninth Circuit panel vacated the District Court’s $4 billion punitive damage award without argument and sent the case back for the District Court to reconsider in light of the recent U.S. Supreme Court decision in Campbell v. State Farm. On January 28, 2004, the District Court reinstated the punitive damage award at $4.5 billion plus interest. ExxonMobil and the plaintiffs have appealed the decision to the Ninth Circuit. The corporation has posted a $5.4 billion letter of credit.

On January 29, 1997, a settlement agreement was concluded resolving all remaining matters between the corporation and various insurers arising from the Valdez accident. Under terms of this settlement, ExxonMobil received $480 million. Final income statement recognition of this settlement continues to be deferred in view of uncertainty regarding the ultimate cost to the corporation of the Valdez accident.

Management believes that the likelihood of the judgment being upheld is remote. While it is reasonably possible that a liability may have been incurred arising from the Exxon Valdez grounding, it is not possible to predict the ultimate outcome or to reasonably estimate any such potential liability.

On December 19, 2000, a jury in the 15th Judicial Circuit Court of Montgomery County, Alabama, returned a verdict against the corporation in a dispute over royalties in the amount of $88 million in compensatory damages and $3.4 billion in punitive damages in the case of Exxon Corporation v. State of Alabama, et al. The verdict was upheld by the trial court on May 4, 2001. On December 20, 2002, the Alabama Supreme Court vacated the $3.5 billion jury verdict. The case was retried and on November 14, 2003, a state district court jury in Montgomery, Alabama returned a verdict against Exxon Mobil Corporation. The verdict included $63.5 million in compensatory damages and $11.8 billion in punitive damages. On March 29, 2004, the district court judge reduced the amount of punitive damages to $3.5 billion. ExxonMobil believes the judgment is not justified by the evidence and that the amount of the award is gros sly excessive and unconstitutional. ExxonMobil has appealed the decision. Management believes that the likelihood of the judgment being upheld is remote. While it is reasonably possible that a liability may have been incurred by ExxonMobil from this dispute over royalties, it is not possible to predict the ultimate outcome or to reasonably estimate any such potential liability. On May 4, 2004, the corporation posted a $4.5 billion supersedeas bond as required by Alabama law to stay execution of the judgment pending appeal. The corporation has pledged to the issuer of the bond collateral consisting of cash and short-term, high quality securities with an aggregate value of approximately $4.6 billion. This collateral is reported as restricted cash and cash equivalents on the condensed consolidated balance sheet. Under the terms of the pledge agreement, the corporation is entitled to receive the income generated from the cash and securities and to make investment decisions, but is r estricted from using the pledged cash and securities for any other purpose until such time as the bond is cancelled.

-7-

On May 22, 2001, a state court jury in New Orleans, Louisiana, returned a verdict against the corporation and three other entities in a case brought by a landowner claiming damage to his property. The property had been leased by the landowner to a company that performed pipe cleaning and storage services for customers, including the corporation. The jury awarded the plaintiff $56 million in compensatory damages (90 percent to be paid by the corporation) and $1 billion in punitive damages (all to be paid by the corporation). The damage related to the presence of naturally occurring radioactive material (NORM) on the site resulting from pipe cleaning operations. The award has been upheld at the trial court. ExxonMobil has appealed the judgment to the Louisiana Fourth Circuit Court of Appeals and believes that the judgment should be set aside or substantially reduced on factual and constitutio nal grounds. Management believes that the likelihood of the jury verdict being upheld is remote. While it is reasonably possible that a liability may have been incurred by ExxonMobil from this dispute over property damages, it is not possible to predict the ultimate outcome or to reasonably estimate any such potential liability.

In Allapattah v. Exxon, a jury in the United States District Court for the Southern District of Florida determined in January 2001 that a class of all Exxon dealers between March 1983 and August 1994 had been overcharged between 1.03 and 1.4 cents per gallon for gasoline. Exxon sold a total of 39.8 billion gallons of gasoline to its dealers during this period. The estimated value of the potential claims associated with the 39.8 billion gallons of gasoline is $494 million. Including related interest, the total is approximately $1.3 billion. On June 11, 2003, the Eleventh Circuit Court of Appeals affirmed the judgment and on March 15, 2004, denied a petition for Rehearing En Banc. On July 14, 2004, ExxonMobil filed a petition for grant of writ of certiorari with the U.S. Supreme Court. Pending the appeals process, members of the class may file claims during the period from Fe bruary 29, 2003 through August 29, 2004. It is not known which or how many dealers may make claims or the extent to which ExxonMobil will have set-offs or defenses to the claims that are filed. As of June 30, 2004 claims on 19.0 billion gallons have been filed for $235 million. Including related interest and not adjusting for potential set-offs or defenses, the total would be approximately $500 million. While it is reasonably possible that a liability may have been incurred by ExxonMobil in this dispute over gasoline pricing, it is not possible to predict the ultimate outcome.

Tax issues for 1980-93 remain pending before the U.S. Tax Court. The ultimate resolution of these issues is not expected to have a materially adverse effect upon the corporation’s operations or financial condition.

Other Contingencies

As of June 30, 2004
Equity	Other
Company	Third Party
Obligations	Obligations	Total
(millions of dollars)

Guarantees of excise taxes and custom duties
under reciprocal arrangements	$	0	$	998	$	998
Other guarantees		2,194		411		2,605
Total	$	2,194	$	1,409	$	3,603

-8-

The corporation and certain of its consolidated subsidiaries were contingently liable at June 30, 2004 for $3,603 million, primarily relating to guarantees for notes, loans and performance under contracts. This included $998 million representing guarantees of non-U.S. excise taxes and customs duties of other companies, entered into as a normal business practice, under reciprocal arrangements. Also included in this amount were guarantees by consolidated affiliates of $2,194 million, representing ExxonMobil’s share of obligations of certain equity companies.

Additionally, the corporation and its affiliates have numerous long-term sales and purchase commitments in their various business activities, all of which are expected to be fulfilled with no adverse consequences material to the corporation’s operations or financial condition. The corporation's outstanding unconditional purchase obligations at June 30, 2004 were similar to those at the prior year-end period. Unconditional purchase obligations as defined by accounting standards are those long-term commitments that are noncancelable or cancelable only under certain conditions, and that third parties have used to secure financing for the facilities that will provide the contracted goods or services.

The operations and earnings of the corporation and its affiliates throughout the world have been, and may in the future be, affected from time to time in varying degree by political developments and laws and regulations, such as forced divestiture of assets; restrictions on production, imports and exports; price controls; tax increases and retroactive tax claims; expropriation of property; cancellation of contract rights and environmental regulations. Both the likelihood of such occurrences and their overall effect upon the corporation vary greatly from country to country and are not predictable.

Nonowner Changes in Shareholders' Equity

Three Months Ended		Six Months Ended
June 30,		June 30,
2004	2003	2004	2003
(millions of dollars)

Net income	$	5,790		$	4,170	$	11,230		$	11,210
Changes in other nonowner changes in equity
Foreign exchange translation adjustment		(486	)		1,444		(738	)		1,916
Minimum pension liability adjustment		0			0		0			0
Unrealized gains/(losses) on stock investments		(47	)		99		(177	)		153
Total nonowner changes in shareholders' equity	$	5,257		$	5,713	$	10,315		$	13,279

-9-

Earnings Per Share

	Three Months Ended		Six Months Ended
	June 30,		June 30,

		2004		2003		2004		2003

NET INCOME PER COMMON SHARE
Income before cumulative effect of
accounting change (millions of dollars)	$	5,790	$	4,170	$	11,230	$	10,660

Weighted average number of common shares
outstanding (millions of shares)		6,506		6,654		6,526		6,669

Net income per common share (dollars)
Income before cumulative effect of accounting change	$	0.89	$	0.63	$	1.72	$	1.60
Cumulative effect of accounting change,
net of income tax		0.00		0.00		0.00		0.08
Net income	$	0.89	$	0.63	$	1.72	$	1.68

NET INCOME PER COMMON SHARE
- ASSUMING DILUTION
Income before cumulative effect of
accounting change (millions of dollars)	$	5,790	$	4,170	$	11,230	$	10,660

Weighted average number of common shares
outstanding (millions of shares)		6,506		6,654		6,526		6,669
Effect of employee stock-based awards		41		33		37		32
Weighted average number of common shares
outstanding - assuming dilution		6,547		6,687		6,563		6,701

Net income per common share
- assuming dilution (dollars)
Income before cumulative effect of accounting change	$	0.88	$	0.62	$	1.71	$	1.59
Cumulative effect of accounting change,
net of income tax		0.00		0.00		0.00		0.08
Net income	$	0.88	$	0.62	$	1.71	$	1.67

Investment in oil, gas and mineral leases

ExxonMobil's net investment in oil, gas and mineral leases reported in property, plant and equipment as of June 30, 2004 was $4.0 billion, and as of December 31, 2003 was $4.5 billion.

-10-

Annuity Benefits and Other Postretirement Benefits

Three Months Ended		Six Months Ended
June 30,		June 30,
2004	2003	2004	2003
(millions of dollars)

Annuity Benefits - U.S.
Components of net benefit cost
Service cost	$	78		$	73		$	154		$	142
Interest cost		153			158			304			312
Expected return on plan assets		(155	)		(102	)		(307	)		(209	)
Amortization of actuarial loss/(gain)
and prior service cost		72			84			143			159
Net pension enhancement and
curtailment/settlement expense		44			53			88			101
Net benefit cost	$	192		$	266		$	382		$	505


Annuity Benefits - Non-U.S.
Components of net benefit cost
Service cost	$	85		$	74		$	171		$	157
Interest cost		196			168			395			363
Expected return on plan assets		(167	)		(138	)		(336	)		(277	)
Amortization of actuarial loss/(gain)
and prior service cost		88			97			181			194
Net pension enhancement and
curtailment/settlement expense		13			8			17			10
Net benefit cost	$	215		$	209		$	428		$	447


Other Postretirement Benefits
Components of net benefit cost
Service cost	$	17		$	10		$	26		$	19
Interest cost		81			51			138			96
Expected return on plan assets		(11	)		(9	)		(18	)		(16	)
Amortization of actuarial loss/(gain)
and prior service cost		52			25			76			48
Net benefit cost	$	139		$	77		$	222		$	147

As of year-end 2003, the company expected to make contributions of up to $300 million to U.S. plans, depending on the outcome of legislative proposals before Congress. On April 10, 2004, the President of the United States signed into law H.R. 3108 which establishes a two-year replacement of the benchmark interest rate used to determine the funding of liabilities of private sector pension plans. As a result of that legislation, the company does not expect to make a contribution to its U.S. pension plans in 2004. The expected contribution of about $450 million to non-U.S. plans is unchanged.

-11-

Disclosures about Segments and Related Information

Three Months Ended		Six Months Ended
June 30,		June 30,
2004	2003	2004	2003
(millions of dollars)

EARNINGS AFTER INCOME TAX
Upstream
United States	$	1,237		$	907		$	2,391		$	2,166
Non-U.S.		2,609			1,931			5,468			6,365
Downstream
United States		907			419			1,299			593
Non-U.S.		600			727			1,212			1,276
Chemical
United States		148			128			266			144
Non-U.S.		459			311			905			582
All other		(170	)		(253	)		(311	)		84
Corporate total	$	5,790		$	4,170		$	11,230		$	11,210

Included in All Other above
Cumulative effect of accounting change	$	0		$	0		$	0		$	550

SALES AND OTHER OPERATING REVENUE (1)
Upstream
United States	$	1,395		$	1,440		$	2,881		$	3,208
Non-U.S.		3,722			3,623			8,417			7,696
Downstream
United States		17,925			13,225			33,757			27,423
Non-U.S.		39,654			32,933			77,839			67,909
Chemical
United States		2,588			1,924			4,825			3,953
Non-U.S.		3,928			3,014			7,544			6,149
All other		8			8			17			17
Corporate total	$	69,220		$	56,167		$	135,280		$	116,355

(1) Includes excise taxes

INTERSEGMENT REVENUE
Upstream
United States	$	1,631		$	1,255		$	3,131		$	2,855
Non-U.S.		5,075			3,581			9,557			7,846
Downstream
United States		2,040			1,447			3,638			3,107
Non-U.S.		7,208			4,916			13,786			10,380
Chemical
United States		1,220			776			2,236			1,510
Non-U.S.		1,025			776			1,989			1,614
All other		79			77			167			154

-12-

10.

Condensed Consolidating Financial Information Related to Guaranteed Securities Issued by Subsidiaries

Exxon Mobil Corporation has fully and unconditionally guaranteed the 6.0% notes due

2005 ($106 million of long-term debt at June 30, 2004) and the 6.125% notes due 2008

($160 million) of Exxon Capital Corporation and the deferred interest debentures due 2012 ($1,185 million) and the debt securities due 2005-2011 ($85 million long-term and $10 million short-term) of SeaRiver Maritime Financial Holdings, Inc. Exxon Capital Corporation and SeaRiver Maritime Financial Holdings, Inc. are 100 percent owned subsidiaries of Exxon Mobil Corporation.

The following condensed consolidating financial information is provided for Exxon Mobil Corporation, as guarantor, and for Exxon Capital Corporation and SeaRiver Maritime Financial Holdings, Inc., as issuers, as an alternative to providing separate financial statements for the issuers. The accounts of Exxon Mobil Corporation, Exxon Capital Corporation and SeaRiver Maritime Financial Holdings, Inc. are presented utilizing the equity method of accounting for investments in subsidiaries.

Exxon Mobil Corporation Parent Guarantor

Exxon Capital Corporation

SeaRiver Maritime Financial Holdings, Inc.

All Other Subsidiaries

Consolidating and Eliminating Adjustments

Consolidated

(millions of dollars)

Condensed consolidated statement of income for three months ended June 30, 2004

Revenues and other income
Sales and other operating revenue, including excise taxes	$	3,308	$	-		$	-		$	65,912	$	-		$	69,220
Income from equity affiliates		5,094		-			1			1,012		(5,095	)		1,012
Other income		90		-			-			371		-			461
Intercompany revenue		5,921		7			5			45,275		(51,208	)		-
Total revenues and other income		14,413		7			6			112,570		(56,303	)		70,693
Costs and other deductions
Crude oil and product purchases		5,443		-			-			75,899		(48,362	)		32,980
Production and manufacturing expenses		1,661		1			-			5,352		(1,326	)		5,688
Selling, general and administrative expenses		487		2			-			2,922		(79	)		3,332
Depreciation and depletion		360		1			1			1,988		-			2,350
Exploration expenses, including dry holes		55		-			-			171		-			226
Interest expense		172		4			33			1,285		(1,444	)		50
Excise taxes		-		-			-			6,514		-			6,514
Other taxes and duties		3		-			-			9,928		-			9,931
Income applicable to minority and preferred interests		-		-			-			142		-			142
Total costs and other deductions		8,181		8			34			104,201		(51,211	)		61,213
Income before income taxes		6,232		(1	)		(28	)		8,369		(5,092	)		9,480
Income taxes		442		(1	)		(11	)		3,260		-			3,690
Income before accounting change		5,790		-			(17	)		5,109		(5,092	)		5,790
Accounting change		-		-			-			-		-			-
Net income	$	5,790	$	-		$	(17	)	$	5,109	$	(5,092	)	$	5,790

-13-

Exxon Mobil Corporation Parent Guarantor

Exxon Capital Corporation

SeaRiver Maritime Financial Holdings, Inc.

All Other Subsidiaries

Consolidating and Eliminating Adjustments

Consolidated

(millions of dollars)

Condensed consolidated statement of income for three months ended June 30, 2003

Revenues and other income
Sales and other operating revenue, including excise taxes	$	2,782	$	-	$	-		$	53,385	$	-		$	56,167
Income from equity affiliates		4,012		-		2			610		(4,009	)		615
Other income		115		-		-			268		-			383
Intercompany revenue		4,069		8		5			32,827		(36,909	)		-
Total revenues and other income		10,978		8		7			87,090		(40,918	)		57,165
Costs and other deductions
Crude oil and product purchases		3,802		-		-			55,115		(34,690	)		24,227
Production and manufacturing expenses		1,663		-		-			4,731		(1,074	)		5,320
Selling, general and administrative expenses		464		1		-			2,912		(37	)		3,340
Depreciation and depletion		382		2		-			1,785		-			2,169
Exploration expenses, including dry holes		34		-		-			148		-			182
Interest expense		162		5		31			1,032		(1,160	)		70
Excise taxes		-		-		-			5,896		-			5,896
Other taxes and duties		2		-		-			9,111		-			9,113
Income applicable to minority and preferred interests		-		-		-			100		-			100
Total costs and other deductions		6,509		8		31			80,830		(36,961	)		50,417
Income before income taxes		4,469		-		(24	)		6,260		(3,957	)		6,748
Income taxes		299		-		(9	)		2,288		-			2,578
Income before accounting change		4,170		-		(15	)		3,972		(3,957	)		4,170
Accounting change		-		-		-			-		-			-
Net income	$	4,170	$	-	$	(15	)	$	3,972	$	(3,957	)	$	4,170

Condensed consolidated statement of income for six months ended June 30, 2004

Revenues and other income
Sales and other operating revenue, including excise taxes	$	6,331	$	-		$	-		$	128,949	$	-		$	135,280
Income from equity affiliates		10,151		-			8			2,270		(10,161	)		2,268
Other income		153		-			-			594		-			747
Intercompany revenue		10,916		14			9			87,814		(98,753	)		-
Total revenues and other income		27,551		14			17			219,627		(108,914	)		138,295
Costs and other deductions
Crude oil and product purchases		10,304		-			-			146,532		(93,311	)		63,525
Production and manufacturing expenses		3,252		1			-			10,454		(2,496	)		11,211
Selling, general and administrative expenses		959		2			-			5,744		(131	)		6,574
Depreciation and depletion		713		2			1			4,007		-			4,723
Exploration expenses, including dry holes		101		-			-			300		-			401
Interest expense		333		9			67			2,511		(2,822	)		98
Excise taxes		-		-			-			12,930		-			12,930
Other taxes and duties		6		-			-			20,089		-			20,095
Income applicable to minority and preferred interests		-		-			-			296		-			296
Total costs and other deductions		15,668		14			68			202,863		(98,760	)		119,853
Income before income taxes		11,883		-			(51	)		16,764		(10,154	)		18,442
Income taxes		653		(1	)		(21	)		6,581		-			7,212
Income before accounting change		11,230		1			(30	)		10,183		(10,154	)		11,230
Accounting change		-		-			-			-		-			-
Net income	$	11,230	$	1		$	(30	)	$	10,183	$	(10,154	)	$	11,230

-14-

Exxon Mobil Corporation Parent Guarantor

Exxon Capital Corporation

SeaRiver Maritime Financial Holdings, Inc.

All Other Subsidiaries

Consolidating and Eliminating Adjustments

Consolidated

(millions of dollars)

Condensed consolidated statement of income for six months ended June 30, 2003

Revenues and other income
Sales and other operating revenue, including excise taxes	$	5,843	$	-	$	-		$	110,512	$	-		$	116,355
Income from equity affiliates		10,672		-		4			2,889		(10,667	)		2,898
Other income		227		-		-			1,465		-			1,692
Intercompany revenue		8,708		17		10			70,188		(78,923	)		-
Total revenues and other income		25,450		17		14			185,054		(89,590	)		120,945
Costs and other deductions
Crude oil and product purchases		8,490		-		-			118,402		(74,587	)		52,305
Production and manufacturing expenses		3,337		1		-			9,361		(2,039	)		10,660
Selling, general and administrative expenses		890		1		-			5,588		(37	)		6,442
Depreciation and depletion		767		3		1			3,580		-			4,351
Exploration expenses, including dry holes		64		-		-			265		-			329
Interest expense		323		10		61			2,032		(2,314	)		112
Excise taxes		-		-		-			11,727		-			11,727
Other taxes and duties		3		-		-			17,917		-			17,920
Income applicable to minority and preferred interests		-		-		-			473		-			473
Total costs and other deductions		13,874		15		62			169,345		(78,977	)		104,319
Income before income taxes		11,576		2		(48	)		15,709		(10,613	)		16,626
Income taxes		916		1		(18	)		5,067		-			5,966
Income before accounting change		10,660		1		(30	)		10,642		(10,613	)		10,660
Accounting change		550		-		-			481		(481	)		550
Net income	$	11,210	$	1	$	(30	)	$	11,123	$	(11,094	)	$	11,210

-15-

Exxon Mobil Corporation Parent Guarantor

Exxon Capital Corporation

SeaRiver Maritime Financial Holdings, Inc.

All Other Subsidiaries

Consolidating and Eliminating Adjustments

Consolidated

(millions of dollars)

Condensed consolidated balance sheet as of June 30, 2004

Cash and cash equivalents	$	5,716		$	-	$	-		$	8,461	$	-		$	14,177
Cash and cash equivalents - restricted		4,601			-		-			-		-			4,601
Notes and accounts receivable - net		4,555			-		-			18,534		-			23,089
Inventories		1,128			-		-			8,830		-			9,958
Prepaid taxes and expenses		112			-		19			2,294		-			2,425
Total current assets		16,112			-		19			38,119		-			54,250
Property, plant and equipment - net		15,892			97		-			87,865		-			103,854
Investments and other assets		136,593			-		514			365,379		(479,601	)		22,885
Intercompany receivables		7,541			1,152		1,546			418,362		(428,601	)		-
Total assets	$	176,138		$	1,249	$	2,079		$	909,725	$	(908,202	)	$	180,989

Notes and loan payables	$	1,127		$	-	$	10		$	3,609	$	-		$	4,746
Accounts payable and accrued liabilities		3,617			11		-			26,556		-			30,184
Income taxes payable		294			1		-			6,023		-			6,318
Total current liabilities		5,038			12		10			36,188		-			41,248
Long-term debt		261			266		1,270			3,287		-			5,084
Deferred income tax liabilities		3,386			29		295			15,814		-			19,524
Other long-term liabilities		4,682			14		-			16,902		-			21,598
Intercompany payables		69,236			138		382			358,845		(428,601	)		-
Total liabilities		82,603			459		1,957			431,036		(428,601	)		87,454

Earnings reinvested		123,781			5		(272	)		85,288		(85,021	)		123,781
Other shareholders' equity		(30,246	)		785		394			393,401		(394,580	)		(30,246	)
Total shareholders' equity		93,535			790		122			478,689		(479,601	)		93,535
Total liabilities and shareholders' equity	$	176,138		$	1,249	$	2,079		$	909,725	$	(908,202	)	$	180,989

Condensed consolidated balance sheet as of December 31, 2003

Cash and cash equivalents	$	5,647		$	-	$	-		$	4,979	$	-		$	10,626
Cash and cash equivalents - restricted		-			-		-			-		-			-
Notes and accounts receivable - net		5,781			-		-			18,528		-			24,309
Inventories		1,027			-		-			7,930		-			8,957
Prepaid taxes and expenses		91			-		-			1,977		-			2,068
Total current assets		12,546			-		-			33,414		-			45,960
Property, plant and equipment - net		16,733			98		1			88,133		-			104,965
Investments and other assets		128,282			-		506			363,103		(468,538	)		23,353
Intercompany receivables		9,463			1,114		1,540			381,683		(393,800	)		-
Total assets	$	167,024		$	1,212	$	2,047		$	866,333	$	(862,338	)	$	174,278

Notes and loan payables	$	1,104		$	-	$	10		$	3,675	$	-		$	4,789
Accounts payable and accrued liabilities		3,538			6		-			24,901		-			28,445
Income taxes payable		1,457			-		-			3,695		-			5,152
Total current liabilities		6,099			6		10			32,271		-			38,386
Long-term debt		261			266		1,206			3,023		-			4,756
Deferred income tax liabilities		3,643			29		296			16,150		-			20,118
Other long-term liabilities		3,991			16		-			17,096		-			21,103
Intercompany payables		63,115			106		382			330,197		(393,800	)		-
Total liabilities		77,109			423		1,894			398,737		(393,800	)		84,363

Earnings reinvested		115,956			4		(241	)		72,012		(71,775	)		115,956
Other shareholders' equity		(26,041	)		785		394			395,584		(396,763	)		(26,041	)
Total shareholders' equity		89,915			789		153			467,596		(468,538	)		89,915
Total liabilities and shareholders' equity	$	167,024		$	1,212	$	2,047		$	866,333	$	(862,338	)	$	174,278

-16-

Exxon Mobil Corporation Parent Guarantor

Exxon Capital Corporation

SeaRiver Maritime Financial Holdings, Inc.

All Other Subsidiaries

Consolidating and Eliminating Adjustments

Consolidated

(millions of dollars)

Condensed consolidated statement of cash flows for six months ended June 30, 2004

Cash provided by/(used in) operating activities	$	4,184		$	6		$	6		$	15,776		$	(1,182	)	$	18,790
Cash flows from investing activities
Additions to property, plant and equipment		(571	)		-			-			(5,171	)		-			(5,742	)
Sales of long-term assets		342			-			-			1,040			-			1,382
Increase in restricted cash and cash equivalents		(4,601	)		-			-			-			-			(4,601	)
Net intercompany investing		7,595			(38	)		(6	)		(7,621	)		70			-
All other investing, net		-			-			-			811			-			811
Net cash provided by/(used in) investing activities		2,765			(38	)		(6	)		(10,941	)		70			(8,150	)
Cash flows from financing activities
Additions to long-term debt		-			-			-			371			-			371
Reductions in long-term debt		-			-			-			(7	)		-			(7	)
Additions/(reductions) in short-term debt - net		-			-			-			(198	)		-			(198	)
Cash dividends		(3,405	)		-			-			(1,182	)		1,182			(3,405	)
Net ExxonMobil shares sold/(acquired)		(3,475	)		-			-			-			-			(3,475	)
Net intercompany financing activity		-			32			-			38			(70	)		-
All other financing, net		-			-			-			(183	)		-			(183	)
Net cash provided by/(used in) financing activities		(6,880	)		32			-			(1,161	)		1,112			(6,897	)
Effects of exchange rate changes on cash		-			-			-			(192	)		-			(192	)
Increase/(decrease) in cash and cash equivalents	$	69		$	-		$	-		$	3,482		$	-		$	3,551

Condensed consolidated statement of cash flows for six months ended June 30, 2003

Cash provided by/(used in) operating activities	$	2,116		$	31		$	6		$	14,776		$	(934	)	$	15,995
Cash flows from investing activities
Additions to property, plant and equipment		(908	)		-			-			(5,324	)		-			(6,232	)
Sales of long-term assets		29			-			-			1,552			-			1,581
Increase in restricted cash and cash equivalents		-			-			-			-			-			-
Net intercompany investing		5,717			36			(6	)		(5,687	)		(60	)		-
All other investing, net		-			-			-			280			-			280
Net cash provided by/(used in) investing activities		4,838			36			(6	)		(9,179	)		(60	)		(4,371	)
Cash flows from financing activities
Additions to long-term debt		-			-			-			26			-			26
Reductions in long-term debt		-			-			-			(632	)		-			(632	)
Additions/(reductions) in short-term debt - net		-			(6	)		-			(186	)		-			(192	)
Cash dividends		(3,208	)		(93	)		-			(841	)		934			(3,208	)
Net ExxonMobil shares sold/(acquired)		(2,211	)		-			-			-			-			(2,211	)
Net intercompany financing activity		-			53			-			(92	)		39			-
All other financing, net		-			(21	)		-			(471	)		21			(471	)
Net cash provided by/(used in) financing activities		(5,419	)		(67	)		-			(2,196	)		994			(6,688	)
Effects of exchange rate changes on cash		-			-			-			356			-			356
Increase/(decrease) in cash and cash equivalents	$	1,535		$	-		$	-		$	3,757		$	-		$	5,292

-17-

EXXON MOBIL CORPORATION

Item 2.

Management's Discussion and Analysis of Financial Condition

and Results of Operations

FUNCTIONAL EARNINGS SUMMARY

Second Quarter		First Six Months
2004	2003	2004	2003
(millions of dollars)

Net Income (U.S. GAAP)
Upstream
United States	$	1,237		$	907		$	2,391		$	2,166
Non-U.S.		2,609			1,931			5,468			6,365
Downstream
United States		907			419			1,299			593
Non-U.S.		600			727			1,212			1,276
Chemical
United States		148			128			266			144
Non-U.S.		459			311			905			582
Corporate and financing		(170	)		(253	)		(311	)		(466	)
Income before accounting change		5,790			4,170			11,230			10,660
Accounting change		0			0			0			550
Net Income (U.S. GAAP)	$	5,790		$	4,170		$	11,230		$	11,210


Net income per common share	$	0.89		$	0.63		$	1.72		$	1.68
Net income per common share - assuming dilution	$	0.88		$	0.62		$	1.71		$	1.67

Other special items included in net income
Non-U.S. Upstream
Gain on transfer of Ruhrgas shares	$	0		$	0		$	0		$	1,700

REVIEW OF SECOND QUARTER AND FIRST SIX MONTHS 2004 RESULTS

Exxon Mobil Corporation estimated second quarter 2004 net income of $5,790 million ($0.88 per share), an increase of $1,620 million, or 39 percent from the second quarter of 2003. Revenues and other income for the second quarter of 2004 totaled $70,693 million compared with $57,165 million in 2003 reflecting significantly higher prices.

_____________________________________________

Record net income of $11,230 million ($1.71 per share) for the first half of 2004 increased $20 million from the first half of 2003. Net income for the first half 2003 included a $550 million positive impact for the required adoption of FAS 143 relating to accounting for asset retirement obligations and a one-time gain of $1,700 million from the transfer of shares in Ruhrgas AG. Revenues and other income for the first half of 2004 totaled $138,295 million compared with $120,945 million in 2003 reflecting higher prices.

-18-

Second Quarter		First Six Months
2004	2003	2004	2003
(millions of dollars)

Upstream
United States	$	1,237	$	907	$	2,391	$	2,166
Non-U.S.		2,609		1,931		5,468		6,365
Total	$	3,846	$	2,838	$	7,859	$	8,531

Upstream earnings were $3,846 million, up $1,008 million from the second quarter 2003 reflecting higher average crude oil and natural gas prices.

Liquids production of 2,581 kbd (thousands of barrels per day) increased by 4 percent from 2,477 kbd in the second quarter of 2003. Higher production from new fields in West Africa and Norway and the absence of last year's operational issues was partly offset by natural field decline in mature areas, adverse entitlement effects and divestment impacts.

Second quarter natural gas production decreased to 9,001 mcfd (millions of cubic feet per day) from 9,283 mcfd last year. Natural field decline in mature areas, divestment impacts and adverse entitlement effects were partly offset by projects, work programs and an additional LNG train in Qatar.

On an oil-equivalent basis, production increased by 1 percent. Plans for long-term capacity increases remain on track as reflected by continued high levels of capital spending.

Earnings from U.S. upstream operations were $1,237 million, up $330 million. Non-U.S. upstream earnings of $2,609 million were $678 million higher than last year's second quarter.

_____________________________________________

Upstream earnings in the first half of 2004 of $7,859 million compared to $8,531 million in 2003 which included a $1,700 million gain from the transfer of shares of Ruhrgas AG. First half 2004 results benefited from higher liquids and natural gas realizations and increased production.

Liquids production of 2,608 kbd increased by 5 percent from 2,491 kbd in the first half of 2003. Higher production in West Africa and Norway and the absence of last year's national strike effects in Venezuela, were partly offset by natural field decline in mature areas, adverse entitlement effects and divestment impacts.

First half natural gas production of 10,234 mcfd, decreased 423 mcfd from 2003. Natural field decline in mature areas and adverse entitlement effects were partly offset by the start-up of an additional LNG train in Qatar and by projects and work programs.

On an oil-equivalent basis, production increased by 1 percent from the first half of last year. Excluding divestment and entitlement effects, production increased by 3 percent from the first half of last year.

Earnings from U.S. upstream operations for the first half of 2004 were $2,391 million, an increase of $225 million. Earnings outside the U.S. of $5,468 million in 2004 compared to $6,365 million last year which included the one-time $1,700 million Ruhrgas gain. Non-U.S. earnings benefited from liquids production growth and higher liquids and natural gas realizations.

-19-

Second Quarter		First Six Months
2004	2003	2004	2003
(millions of dollars)

Downstream
United States	$	907	$	419	$	1,299	$	593
Non-U.S.		600		727		1,212		1,276
Total	$	1,507	$	1,146	$	2,511	$	1,869

Downstream earnings in the second quarter of 2004 of $1,507 million, the highest quarterly level since 1991, increased $361 million from last year reflecting improved refining margins and higher refinery throughput partly offset by weaker marketing margins. Petroleum product sales were 8,023 kbd, 228 kbd higher than last year's second quarter. U.S. downstream earnings were $907 million, up $488 million. Non-U.S. downstream earnings of $600 million were $127 million lower than last year's second quarter due to weaker marketing margins.

_____________________________________________

Downstream earnings in the first half of 2004 of $2,511 million increased by $642 million from the first half of 2003 reflecting stronger worldwide refining margins and higher refinery throughput partly offset by weak marketing margins. Petroleum product sales of 8,074 kbd compared with 7,827 kbd in the first half of 2003. U.S. downstream earnings were $1,299 million, up $706 million. Non-U.S. downstream earnings of $1,212 million were $64 million lower than last year.

Second Quarter		First Six Months
2004	2003	2004	2003
(millions of dollars)

Chemical
United States	$	148	$	128	$	266	$	144
Non-U.S.		459		311		905		582
Total	$	607	$	439	$	1,171	$	726

Chemical earnings in the second quarter of 2004 of $607 million, the highest quarterly level since 1995, were up $168 million from the same quarter a year ago due to improved margins and increased sales volumes. Record prime product sales of 6,930 kt (thousands of metric tons) were up 595 kt, reflecting improved demand.

_____________________________________________

Chemical earnings for the first half of 2004 of $1,171 million were up $445 million from the first half of 2003 due to improved margins, higher volumes and favorable foreign exchange effects. Prime product sales were a record 13,722 kt, up 507 kt, reflecting higher demand.

Second Quarter		First Six Months
2004	2003	2004	2003
(millions of dollars)

All other segments
Corporate and financing	$	(170	)	$	(253	)	$	(311	)	$	(466	)
Accounting change		0			0			0			550
Total	$	(170	)	$	(253	)	$	(311	)	$	84

Corporate and financing expenses in the second quarter of 2004 of $170 million decreased by $83 million mainly due to lower U.S. pension costs.

_____________________________________________

Corporate and financing expenses in the first half of 2004 of $311 million decreased by $155 million mainly due to lower U.S. pension costs. First quarter 2003 earnings included a $550 million positive impact from the required adoption of the new accounting standard for asset retirement obligations.

-20-

LIQUIDITY AND CAPITAL RESOURCES

	First Six Months
	2004	2003
(millions of dollars)

Net cash provided by/(used in)
Operating activities	$	18,790		$	15,995
Investing activities		(8,150	)		(4,371	)
Financing activities		(6,897	)		(6,688	)
Effect of exchange rate changes		(192	)		356
Increase/(decrease) in cash and cash equivalents	$	3,551		$	5,292

Cash and cash equivalents	$	14,177		$	12,521
Cash and cash equivalents - restricted (note 4)		4,601			0
Total cash and cash equivalents (at end of period)	$	18,778		$	12,521

Cash provided by operating activities totaled $18,790 million for the first six months of 2004 versus $15,995 million in the same period last year which included non-cash income for the site restoration accounting change and the Ruhrgas transaction. Major sources of funds were net income of $11,230 million and non-cash provisions of $4,723 million for depreciation and depletion. For additional details, see the Condensed Consolidated Statement of Cash Flows on page 5.

In the first quarter of 2003, ExxonMobil completed a divestment of interests in shares of

Ruhrgas AG, a German gas transmission company. These shares were held in part by BEB Erdgas und Erdoel GmbH (BEB), an investment accounted for by the equity method, and in part by a consolidated affiliate in Germany. In 2002, cash in the amount of $1,466 million was received from BEB and included in cash flows from operating activities. This cash from BEB was a loan and was part of a restructuring that enabled BEB to transfer its holdings in Ruhrgas AG provided regulatory approval was received. No income was recorded in 2002. In the first quarter of 2003, upon receipt of regulatory approvals, the Ruhrgas AG shares held by BEB were transferred, cash was received for the shares held by the consolidated affiliate and a one-time gain of $1,700 million after tax was recognized in net income. The $2,240 million reduction in 2003 cash flow from operating activities reflects the pre-tax gains from the transaction. The cash generated from these gains for the BEB portion of the transaction was reported in 2002. For the shares held by the consolidated affiliate, the cash received was reported in cash flows from investing activities in 2003.

Investing activities in 2004 used net cash of $8,150 million compared to $4,371 million in the prior year. Spending for additions to property, plant and equipment of $5,742 million and proceeds from asset divestments of $1,382 million were comparable to the respective amounts in the prior year. As discussed in note 4 to the condensed consolidated financial statements, investing activities in the second quarter 2004 included the pledge by the corporation to the issuer of a litigation related appeal bond of collateral consisting of restricted cash and cash equivalents of $4,601 million.

Net cash used in financing activities of $6,897 million in the first six months of 2004 was at a similar level to the 2003 period reflecting a higher level of purchases of ExxonMobil shares in the current year offset by the absence of debt reduction in the prior year.

Total cash and cash equivalents, including the $4.6 billion of restricted cash, was $18.8 billion at the end of the second quarter, 2004.

During the second quarter of 2004, the corporation purchased 45 million shares of its common stock for the treasury at a gross cost of $1,947 million. Shares outstanding were reduced from 6,540 million at the end of the first quarter of 2004 to 6,506 million at the end of the second quarter. During the first half of 2004, the corporation purchased 92 million shares of its common stock for the treasury at a gross cost of $3,900 million. These purchases were to offset shares issued in conjunction with company benefit plans and programs and to reduce the number of shares outstanding.

-21-

In July, as a consequence of the continued strengthening of the corporation's financial position, the rate of share purchases was increased. Purchases to reduce shares outstanding are anticipated to increase by approximately $1 billion in the third quarter versus the second quarter. Purchases may be made in both the open market and through negotiated transactions and may be increased, decreased or discontinued at any time without prior notice.

Total debt of $9.8 billion at June 30, 2004 was $0.3 billion higher than at year-end 2003. The corporation's debt to total capital ratio was 9.2 percent at the end of the second quarter of 2004, compared to 9.3 percent at year-end 2003.

Although the corporation issues long-term debt from time to time and maintains a revolving commercial paper program, internally generated funds cover the majority of its financial requirements.

Litigation and other contingencies are discussed in note 4 to the unaudited condensed consolidated financial statements. There are no events or uncertainties known to management beyond those already included in reported financial information that would indicate a material change in future operating results or future financial condition.

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.

TAXES

Second Quarter		First Six Months
2004	2003	2004	2003
(millions of dollars)

Taxes
Income taxes	$	3,690		$	2,578		$	7,212		$	5,966
Excise taxes		6,514			5,896			12,930			11,727
All other taxes and duties		10,542			9,709			21,395			19,174
Total	$	20,746		$	18,183		$	41,537		$	36,867

Effective income tax rate		40.5	%		39.8	%		41.1	%		37.8	%

Income, excise and all other taxes for the second quarter of 2004 of $20,746 million were up $2,563 million compared to last year. In the second quarter of 2004 income tax expense was $3,690 million and the effective income tax rate was 40.5 percent, compared to $2,578 million and 39.8 percent, respectively, in the prior year period. Excise and all other taxes and duties were higher reflecting higher prices and foreign exchange effects.

_____________________________________________

Income, excise and all other taxes for the first six months of 2004 of $41,537 million were up $4,670 million compared to last year. First six months of 2004 income tax expense was $7,212 million and the effective income tax rate was 41.1 percent, compared to $5,966 million and 37.8 percent, respectively, in the prior year period. The effective income tax rate in the first six months of 2004 was similar to the prior year, excluding the income tax effects of the gain on the Ruhrgas share transfer in the first quarter of 2003. During both years, the corporation continued to benefit from the favorable resolution of tax related issues. Excise and all other taxes and duties were higher reflecting higher prices and foreign exchange effects.

-22-

CAPITAL AND EXPLORATION EXPENDITURES

Second Quarter		First Six Months
2004	2003	2004	2003
(millions of dollars)

Capital and exploration expenditures
Upstream (including exploration expenses)	$	2,840	$	2,921	$	5,544	$	5,705
Downstream		624		713		1,134		1,294
Chemical		148		181		280		302
Other		5		16		60		26
Total	$	3,617	$	3,831	$	7,018	$	7,327

In the second quarter, ExxonMobil continued its active investment program, spending $3,617 million on capital and exploration projects, compared with $3,831 million last year, reflecting continued strong levels of upstream spending.

_____________________________________________

Capital and exploration expenditures were $7,018 million in the first half of 2004 compared to $7,327 million in the prior year period.

In 2003, the corporation invested over $15 billion in capital projects and exploration activities and expects to invest at a similar level for the next couple of years. ExxonMobil is pursuing all attractive opportunities with the same disciplined investment approach that has delivered results in the past.

FORWARD-LOOKING STATEMENTS

Statements in this discussion relating to future plans, projections, events, or conditions are forward-looking statements. Actual results, including production growth and capital spending, could differ materially due to changes in long-term oil or gas prices or other changes in market conditions affecting the oil and gas industry; political events or disturbances; reservoir performance; changes in OPEC quotas; timely completion of development projects; changes in technical or operating conditions; and other factors including those discussed herein and under the heading "Factors Affecting Future Results" in Item 1 of ExxonMobil's 2003 Form 10-K.

-23-

EXXON MOBIL CORPORATION

Item 3. Quantitative and Qualitative Disclosures About Market Risk

Information about market risks for the six months ended June 30, 2004, does not differ materially from that discussed under Item 7A of the registrant's Annual Report on Form 10-K for 2003.

Item 4. Controls and Procedures

As indicated in the certifications in Exhibit 31 of this report, the corporation's principal executive officer, principal accounting officer and principal financial officer have evaluated the corporation's disclosure controls and procedures as of June 30, 2004. Based on that evaluation, these officers have concluded that the corporation's disclosure controls and procedures are effective for the purpose of ensuring that material information required to be in this quarterly report is made known to them by others on a timely basis. There have not been changes in the corporation's internal control over financial reporting that occurred during the corporation's last fiscal quarter that have materially affected, or are reasonably likely to materially affect the corporation's internal control over financial reporting.

PART II. OTHER INFORMATION

Item 1. Legal Proceedings

The corporation has reached agreement with the New York State Department of Environmental Conservation ("NYSDEC") regarding settlement of various matters related to service stations that were previously reported by the corporation.

Regarding the 14 outstanding Orders on Consent relating to alleged failures to conduct tank tightness tests at 13 service stations in accordance with applicable petroleum bulk storage laws, the parties have agreed to settle for oversight costs of $30,000, a penalty of $50,000 and an agreement to conduct a compliance audit at the sites.

Regarding a Notice of Hearing and Complaint (a "Notice") served on September 5, 2002 relating to alleged discharges of petroleum and failure to report spills at a service station on Fort Hamilton Parkway in Brooklyn, New York, the parties have agreed to settle for $10,000 in oversight costs and a penalty of $65,000.

Regarding Notices served on September 5, 2002 relating to alleged discharges of petroleum, the parties have agreed to settle with respect to a service station on West Street in Manhattan for $10,000 in oversight costs and a penalty of $70,000, and with respect to a service station on Pike Street in New York City, for $10,000 in oversight costs and a $50,000 penalty.

Regarding 23 identical Notices served on the corporation on June 5, 2002, one for each of 23 service stations in New York, the parties have agreed to settle for oversight costs of $40,000, a penalty of $100,000, and an agreement to conduct a compliance audit at the sites. The parties have agreed to settle an additional complaint for a site in Poughkeepsie, New York, for a $20,000 penalty.

Regarding a Notice served relating to alleged discharges of petroleum and failure to provide, test and maintain cathodic protection for underground tanks and piping at a service station on York Avenue in New York City, the parties have agreed to settle for $7,500 in oversight costs and a $100,000 penalty.

All of the above settlements are expected to be finalized, and payments to be made by the corporation, in the third quarter of 2004.

-24-

The Office of the Attorney General for the State of New York filed a complaint in 1992 in a matter captioned "State of New York v. Exxon Corporation, Arrow Petroleum, and Tartan Oil Corp, and 3rd party action Exxon Corporation v. 150 Fulton Realty Corp., Oil City Gas Company, and Martin Meyer". The trial court's judgment in favor of all defendants was reversed by the 3rd Appellate Division in May 2004, and the case has been remanded for a new trial. The New York Attorney General alleges that petroleum discharged at an Exxon-branded service station in Farmingdale, New York impacted soil and groundwater in the vicinity of a Dart service station located across the street, in violation of New York State Navigation Law. The NYSDEC began remediation at the Dart service station in 1988, and has incurred more than $1.8 million in costs. In its current complaint, the State is seekin g recovery of its remediation costs as well as penalties in the amount of $1.25 million. The corporation maintains that any contamination at the Exxon station was cleaned up by the corporation and that the contamination remediated by the NYSDEC was from operations at the Dart station.

In a lawsuit filed in June 2004, the State of New York is seeking compensatory damages of up to $2.4 million and penalties in excess of $250,000 in connection with remediation it undertook at a former Mobil-owned service station in Mahopac, New York. The State alleges the corporation violated the New York State Navigation Law due to multiple releases and spills at the site in the 1970's, as well as a leaking underground storage tank and leaking waste oil tank in 1984, impacting the soil and groundwater in the vicinity. The station was sold in the mid-1980's. The corporation has only limited information concerning the allegations at this time. The case is captioned "State of New York v. Exxon Mobil Corporation, ExxonMobil Oil Corporation, Frank J. Flory, Gasper J. Flory a.k.a. Jerry Flory, FRF Corp., Hilltop Service Station Co. Inc., Sclaffani Realty, Corp., Sclaffani Petroleum, Inc., a nd Top Gas, Inc.” An appearance has been entered and the complaint has been demanded from the State. Discovery will commence after the complaint is received.

In a matter reported in the corporation's Form 10-Q for the first quarter of 2004, relating to an anticipated action by the NYSDEC with respect to a Mobil-branded service station in Springfield Gardens, New York, the NYSDEC has alleged additional violations of the Navigation Law and has increased the aggregate penalty demand to $600,000 (from $400,000) to settle the outstanding issues prior to filing of an enforcement action. The NYSDEC alleges additional failures to report, provide information, and remediate. The parties currently intend to submit to non-binding mediation in the third quarter of 2004.

On May 5, 2004, a California Department of Toxic Substances Control ("DTSC") compliance officer met with personnel at the corporation's Torrance refinery in connection with the corporation's report in 2003 that it was discharging wastewater containing selenium above one part per million to the sewer that leads to the county treatment facility. The DTSC issued a Summary of Violations dated December 31, 2003, alleging that such discharge is a violation of state hazardous waste regulations and demanding correction of the issue, but no demand for penalties was made at that time. At the time of the May meeting with the corporation, the refinery discussed with the DTSC the refinery's proposed solution to remedy the issue. The refinery is awaiting the DTSC's written response on its proposed solution. At the meeting, the DTSC also indicated that it likely would seek a penalty for the alleged violation. &nb sp;However, no specific demand has been made.

-25-

The corporation has reached a settlement with the South Coast Air Quality Management District (the "District") regarding matters previously reported by the corporation, and certain other matters, with respect to the Torrance, California refinery. In exchange for a civil penalty of $8.25 million, the District agrees to release all outstanding Notices of Violation relating to the District's rules regarding tank seal self-inspection, reporting and repair, and other issues associated with other applicable rules within the District's authority to enforce. The settlement was filed in Los Angeles Superior Court, and the court judge entered the stipulated judgment on June 25, 2004.

Refer to the relevant portions of note 4 on pages 6 through 8 of this Quarterly Report on Form 10-Q for further information on legal proceedings.

Item 2. Changes in Securities and Use of Proceeds

ISSUER PURCHASE OF EQUITY SECURITIES FOR QUARTER ENDED JUNE 30, 2004

			Total Number of	Maximum Number
			Shares Purchased	of Shares that May
	Total Number	Average	as Part of Publicly	Yet Be Purchased
	of Shares	Price Paid	Announced Plans	Under the Plans or
Period	Purchased	per Share	or Programs	Programs

April, 2004	13,286,760	$42.93	13,286,760

May, 2004	13,510,010	$43.08	13,510,010

June, 2004	17,874,046	$44.40	17,874,046

Total	44,670,816	$43.57	44,670,816	(See Note 1)

Note 1 -- On August 1, 2000, the corporation announced its intention to resume purchases of shares of its common stock for the treasury both to offset shares issued in conjunction with company benefit plans and programs and to gradually reduce the number of shares outstanding. The announcement did not specify an amount or expiration date. The corporation has continued to purchase shares since this announcement and to report purchased volumes in its quarterly earnings releases. Purchases may be made in both the open market and through negotiated transactions, and purchases may be increased, decreased or discontinued at any time without prior notice.

_____________________________________________

In accordance with the registrant's 2004 Non-Employee Director Restricted Stock Plan, each non-employee director elected at the 2004 annual meeting (8 persons) was granted 1,600 shares of restricted Common Stock on May 26, 2004. This grant is exempt from registration under bonus stock interpretations such as the "no action" letter to Pacific Telesis Group (June 30, 1992).

-26-

Item 4. Submission of Matters to a Vote of Security Holders

At the annual meeting of shareholders on May 26, 2004, the following proposals were voted upon. Percentages are based on the total of the shares voted for and against.

	Concerning Election of Directors

		Votes		Votes
	Nominees	Cast For		Withheld
	Michael J. Boskin	5,358,811,938		81,302,224
	James R. Houghton	5,321,656,619		118,457,543
	William R. Howell	5,269,415,791		170,698,371
	Reatha Clark King	5,319,186,114		120,928,048
	Philip E. Lippincott	5,314,903,785		125,210,377
	Harry J. Longwell	5,314,393,168		125,720,994
	Henry A. McKinnell, Jr.	5,344,123,879		95,990,283
	Marilyn Carlson Nelson	5,277,559,523		162,554,639
	Lee R. Raymond	5,307,053,803		133,060,359
	Walter V. Shipley	5,361,192,995		78,921,167
	Rex W. Tillerson	5,316,045,911		124,068,251

	Concerning Ratification of Independent Auditors
	Votes Cast For:	5,320,274,637	98.7%
	Votes Cast Against:	70,884,529	1.3%
	Abstentions:	48,954,996
	Broker Non-Votes:	0

Concerning Approval of 2004 Non-Employee Director Restricted Stock Plan
	Votes Cast For:	4,037,296,126	94.2%
	Votes Cast Against:	247,046,881	5.8%
	Abstentions:	75,546,272
	Broker Non-Votes:	1,080,224,883

	Concerning Political Contributions
	Votes Cast For:	291,505,353	7.3%
	Votes Cast Against:	3,719,087,783	92.7%
	Abstentions:	349,296,143
	Broker Non-Votes:	1,080,224,883

	Concerning Political Contributions Report
	Votes Cast For:	383,908,692	9.5%
	Votes Cast Against:	3,647,968,450	90.5%
	Abstentions:	328,012,137
	Broker Non-Votes:	1,080,224,883

	Concerning Media Response on Equatorial Guinea
	Votes Cast For:	298,608,408	7.6%
	Votes Cast Against:	3,640,961,125	92.4%
	Abstentions:	420,319,746
	Broker Non-Votes:	1,080,224,883

-27-

Concerning Board Chairman and CEO
Votes Cast For:	1,149,721,763	27.1%
Votes Cast Against:	3,085,462,703	72.9%
Abstentions:	124,704,813
Broker Non-Votes:	1,080,224,883

Concerning Executive Compensation
Votes Cast For:	249,657,844	5.9%
Votes Cast Against:	4,014,130,040	94.1%
Abstentions:	96,101,395
Broker Non-Votes:	1,080,224,883

Concerning Equity Compensation Report
Votes Cast For:	289,408,452	7.0%
Votes Cast Against:	3,872,008,399	93.0%
Abstentions:	198,472,428
Broker Non-Votes:	1,080,224,883

Concerning Amendment of EEO Policy
Votes Cast For:	1,148,565,138	28.9%
Votes Cast Against:	2,820,260,570	71.1%
Abstentions:	391,063,571
Broker Non-Votes:	1,080,224,883

Concerning Climate Science Report
Votes Cast For:	352,637,817	8.8%
Votes Cast Against:	3,663,950,331	91.2%
Abstentions:	343,301,131
Broker Non-Votes:	1,080,224,883

See also pages 7 through 10, the section entitled "Director Relationships" on page 11, and pages 27 through 46 of the registrant's definitive proxy statement dated April 14, 2004.

-28-

Item 6. Exhibits and Reports on Form 8-K

Exhibits

31.1

Certification (pursuant to Securities Exchange Act Rule 13a-14(a)) by Chief

Executive Officer.

31.2

Certification (pursuant to Securities Exchange Act Rule 13a-14(a)) by Principal

Accounting Officer.

31.3

Certification (pursuant to Securities Exchange Act Rule 13a-14(a)) by Principal

Financial Officer.

32.1

Section 1350 Certification (pursuant to Sarbanes-Oxley Section 906) by Chief

Executive Officer.

32.2

Section 1350 Certification (pursuant to Sarbanes-Oxley Section 906) by

Principal Accounting Officer.

32.3

Section 1350 Certification (pursuant to Sarbanes-Oxley Section 906) by

Principal Financial Officer.

10(iii)(c)

2004 Non-Employee Director Restricted Stock Plan (incorporated by reference

to Appendix B to the Proxy Statement of Exxon Mobil Corporation dated

April 14, 2004).

Reports on Form 8-K

On April 29, 2004, the registrant filed a Current Report on Form 8-K furnishing under Item 9, and also pursuant to Item 12, its News Release, dated April 29, 2004, announcing first quarter results and the information in the related 1Q04 Investor Relations Data Summary.

On July 29, 2004, the registrant filed a Current Report on Form 8-K furnishing under Item 9, and also pursuant to Item 12, its News Release, dated July 29, 2004, announcing second quarter results and the information in the related 2Q04 Investor Relations Data Summary.

Reports listed above as “furnished” under Item 9 and Item 12 are not deemed “filed” with the SEC and are not incorporated by reference herein or in any other SEC filings.

-29-

EXXON MOBIL CORPORATION

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 MOBIL CORPORATION

Date: August 6, 2004

By: /s/ Patrick T. Mulva

Name: Patrick T. Mulva

Title: Vice President, Controller and

Principal Accounting Officer

-30-

INDEX TO EXHIBITS

Exhibit

Description

31.1

Certification (pursuant to Securities Exchange Act Rule 13a-14(a)) by

Chief Executive Officer.

31.2

Certification (pursuant to Securities Exchange Act Rule 13a-14(a)) by

Principal Accounting Officer.

31.3

Certification (pursuant to Securities Exchange Act Rule 13a-14(a)) by

Principal Financial Officer.

32.1

Section 1350 Certification (pursuant to Sarbanes-Oxley Section 906) by Chief

Executive Officer.

32.2

Section 1350 Certification (pursuant to Sarbanes-Oxley Section 906) by Principal

Accounting Officer.

32.3

Section 1350 Certification (pursuant to Sarbanes-Oxley Section 906) by Principal

Financial Officer.

10(iii)(c)

2004 Non-Employee Director Restricted Stock Plan (incorporated by reference

to Appendix B to the Proxy Statement of Exxon Mobil Corporation dated

April 14, 2004).

-31-

Exxon Mobil Corporation 10-Q

EXHIBIT 31.1

Certification by Lee R. Raymond

Pursuant to Securities Exchange Act Rule 13a-14(a)

I, Lee R. Raymond, certify that:

I have reviewed this quarterly report on Form 10-Q of Exxon Mobil Corporation;

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

The registrant's other certifying officers and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:

(a)

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)

[Paragraph omitted pursuant to SEC Release Nos. 33-8238 and 34-47986]

(c)

Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)

Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

The registrant's other certifying officers and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

(a)

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

(b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: August 6, 2004

/s/ Lee R. Raymond

Lee R. Raymond

Chief Executive Officer

Exxon Mobil Corporation 10-Q

EXHIBIT 31.2

Certification by Patrick T. Mulva

Pursuant to Securities Exchange Act Rule 13a-14(a)

I, Patrick T. Mulva, certify that:

I have reviewed this quarterly report on Form 10-Q of Exxon Mobil Corporation;

(a)

(b)

[Paragraph omitted pursuant to SEC Release Nos. 33-8238 and 34-47986]

(c)

(d)

(a)

(b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: August 6, 2004

/s/ Patrick T. Mulva

Patrick T. Mulva

Vice President and Controller

(Principal Accounting Officer)

Exxon Mobil Corporation 10-Q

EXHIBIT 31.3

Certification by Donald D. Humphreys

Pursuant to Securities Exchange Act Rule 13a-14(a)

I, Donald D. Humphreys, certify that:

I have reviewed this quarterly report on Form 10-Q of Exxon Mobil Corporation;

(a)

(b)

[Paragraph omitted pursuant to SEC Release Nos. 33-8238 and 34-47986]

(c)

(d)

(a)

(b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: August 6, 2004

/s/ Donald D. Humphreys

Donald D. Humphreys

Vice President and Treasurer

(Principal Financial Officer)

Exxon Mobil Corporation 10-Q

EXHIBIT 32.1

Certification of Periodic Financial Report

Pursuant to 18 U.S.C. Section 1350

For purposes of 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, the undersigned, Lee R. Raymond, the chief executive officer of Exxon Mobil Corporation (the “Company”), hereby certifies that, to his knowledge:

(i)

the Quarterly Report on Form 10-Q of the Company for the quarter ended June 30, 2004, as filed with the Securities and Exchange Commission on the date hereof (the “Report”) fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(ii) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: August 6, 2004

/s/ Lee R. Raymond

Lee R. Raymond

Chief Executive Officer

A signed original of this written statement required by Section 906 has been provided to Exxon Mobil Corporation and will be retained by Exxon Mobil Corporation and furnished to the Securities and Exchange Commission or its staff upon request.

Exxon Mobil Corporation 10-Q

EXHIBIT 32.2

Certification of Periodic Financial Report

Pursuant to 18 U.S.C. Section 1350

For purposes of 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, the undersigned, Patrick T. Mulva, the principal accounting officer of Exxon Mobil Corporation (the “Company”), hereby certifies that, to his knowledge:

(i)

(ii) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: August 6, 2004

/s/ Patrick T. Mulva

Patrick T. Mulva

Vice President and Controller

(Principal Accounting Officer)

Exxon Mobil Corporation 10-Q

EXHIBIT 32.3

Certification of Periodic Financial Report

Pursuant to 18 U.S.C. Section 1350

For purposes of 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, the undersigned, Donald D. Humphreys, the principal financial officer of Exxon Mobil Corporation (the “Company”), hereby certifies that, to his knowledge:

(i)

(ii) the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Date: August 6, 2004

/s/ Donald D. Humphreys

Donald D. Humphreys

Vice President and Treasurer

(Principal Financial Officer)