Washington, D. C.   20549


                                  FORM 8-K

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

Date of report (Date of earliest event reported)   September 16, 1994

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

New Jersey                         1-2256                   13-5409005
(State or other                  (Commission             (IRS Employer
jurisdiction of incorporation)   file number)      (Identification No.)

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

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

Item 5:  Other Events

As previously reported, a number of lawsuits, including class actions,
have been brought in various courts against Exxon Corporation and 
certain of its subsidiaries relating to the release of crude oil from
the tanker Exxon Valdez in 1989.  Most of these lawsuits seek 
unspecified compensatory and punitive damages; several lawsuits seek
damages in varying specified amounts.  The claims of many individuals
have been dismissed or settled.

Civil trial in the United States District Court for the District of 
Alaska for most of the remaining actions commenced on May 2, 1994.  
On June 13, 1994, at the conclusion of the first of four phases of 
the trial, the jury determined that the defendants acted recklessly 
and therefore could be liable for punitive damages.  On September 16,
1994, the jury returned a verdict in phase III of the trial that 
provides a punitive damage award of $5 billion to a class composed of
all persons and entities seeking punitive damages from the corporation
as a result of the Exxon Valdez grounding.  This award is not a final 
judgment; it is subject to review and possible modification by the 
District Court and by appellate courts.  The corporation believes that
this award is unjustified and should be set aside or substantially 
reduced by the District Court or appellate courts.  The corporation 
intends to pursue all means of recourse available to it.  As the United
States Supreme Court observed in a 1994 decision, many punitive damage 
awards have been reduced or reversed by the courts.

On August 11, 1994, the jury returned a verdict in phase II-A of the 
trial finding that fisher plaintiffs were damaged in the amount of
$286.8 million.  This award is subject to a number of adjustments by
the District Court, including a reduction to reflect payments already
made by the corporation to many of these plaintiffs, and possibly to 
additional legal proceedings.

On July 25, 1994, an agreement with counsel for the Alaska Native class
was announced providing for a partial settlement of the Native class 
claims arising from the Exxon Valdez oil spill.  If approved by the 
District Court, this partial settlement will require the corporation 
to pay $20 million to resolve the Native class claims for replacement 
cost of lost subsistence harvests resulting from the oil spill.  Those 
claims had been scheduled to be tried in phase II-B of the trial.

Phase IV will be a separate proceeding or series of proceedings to deal 
with certain claims for compensatory damages not addressed in prior 
phases.  The timing and scope of this phase have yet to be finalized.
At present, these claims total approximately $200 million, which the 
corporation believes is far in excess of their value.

Trial in Alaska state court for damages to certain lands commenced on 
June 20, 1994 and is expected to conclude in September, 1994.  The 
claims in this trial total approximately $120 million, which the 
corporation believes is far in excess of their value. There are a 
number of additional cases pending in Alaska state court that are not
yet set for trial.

The ultimate cost to the corporation from these lawsuits is not 
possible to predict and may not be resolved for a number of years.


    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 hereunto duly authorized.

                                EXXON CORPORATION

                                BY                W. B. Cook
                                  W.B. Cook, Vice President, Controller
                                  and Principal Accounting Officer

Date:  September 21, 1994