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 June 30, 1996

                                      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)



       5959 Las Colinas Boulevard, Irving, Texas     75039-2298
    ________________________________________________________________
       (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 June 30, 1996
_______________________________              _______________________________
Common stock, without par value                        1,241,849,645






                            EXXON CORPORATION

                                FORM 10-Q

              FOR THE QUARTERLY PERIOD ENDED JUNE 30, 1996


                            TABLE OF CONTENTS




                    PART I.  FINANCIAL INFORMATION


                                                                       Page 
                                                                      Number
                                                                      ______
Item 1.  Financial Statements
   Condensed Consolidated Statement of Income                            3
     Three and six months ended June 30, 1996 and 1995

   Condensed Consolidated Balance Sheet                                  4
     As of June 30, 1996 and December 31, 1995

   Condensed Consolidated Statement of Cash Flows                        5
     Six months ended June 30, 1996 and 1995

   Notes to Condensed Consolidated Financial Statements              6 - 8

Item 2.  Management's Discussion and Analysis of Financial
             Condition and Results of Operations                     9 -13



                         PART II.  OTHER INFORMATION


Item 4.  Submission of Matters to a Vote of Security Holders            14

Item 6.  Exhibits and Reports on Form 8-K                               15

Signature                                                               16






















                                         -2-


                         PART I.  FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS

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


                                          Three Months Ended  Six Months Ended
                                                June 30,           June 30,
                                          __________________  ________________


REVENUE                                      1996      1995     1996     1995
                                           _______   _______  _______  _______
Sales and other operating revenue,
  including excise taxes                   $31,625   $31,084  $62,099  $60,281
Earnings from equity interests and other
  revenue                                      586       583    1,317    1,165
                                            ______    ______   ______   ______
Total revenue                               32,211    31,667   63,416   61,446
                                            ______    ______   ______   ______
COSTS AND OTHER DEDUCTIONS
Crude oil and product purchases             13,325    13,271   25,922   25,704
Operating expenses                           3,270     3,383    6,558    6,495
Selling, general and administrative expenses 2,020     1,907    3,956    3,770
Depreciation and depletion                   1,306     1,328    2,678    2,664
Exploration expenses, including dry holes      149       167      289      335
Interest expense                               136       156      212      281
Excise taxes                                 3,650     3,238    6,960    6,308
Other taxes and duties                       5,623     5,457   11,129   10,544
Income applicable to minority and 
  preferred interests                           80        86      219      160
                                            ______    ______   ______   ______
Total costs and other deductions            29,559    28,993   57,923   56,261
                                            ______    ______   ______   ______

INCOME BEFORE INCOME TAXES                   2,652     2,674    5,493    5,185
Income taxes                                 1,082     1,044    2,038    1,895
                                            ______    ______   ______   ______
NET INCOME                                 $ 1,570   $ 1,630  $ 3,455  $ 3,290
                                            ======    ======   ======   ======

Net income per common share*               $  1.26   $  1.30  $  2.77  $  2.63
Dividends per common share                 $  0.79   $  0.75  $  1.54  $  1.50
Average number common shares 
  outstanding (millions)                   1,242.1   1,242.5  1,242.0  1,242.2


  * 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)

                                                         June 30,    Dec. 31,
                                                            1996        1995
                                                          ______      ______
ASSETS
Current assets
   Cash and cash equivalents                             $ 3,222     $ 1,508
   Other marketable securities                               102         281
   Notes and accounts receivable - net                     8,686       8,925
   Inventories
     Crude oil, products and merchandise                   4,549       4,865
     Materials and supplies                                  806         816
   Prepaid taxes and expenses                              1,036         923
                                                          ______      ______
     Total current assets                                 18,401      17,318
Property, plant and equipment - net                       65,487      65,446
Investments and other assets                               8,508       8,532
                                                          ______      ______
     TOTAL ASSETS                                        $92,396     $91,296
                                                          ======      ======

LIABILITIES
Current liabilities
   Notes and loans payable                               $ 2,479     $ 2,247
   Accounts payable and accrued liabilities               13,329      14,113
   Income taxes payable                                    2,859       2,376
                                                          ______      ______
     Total current liabilities                            18,667      18,736
Long-term debt                                             7,566       7,778
Annuity reserves, deferred credits and 
  other liabilities                                       24,785      24,346
                                                          ______      ______
     TOTAL LIABILITIES                                    51,018      50,860
                                                          ______      ______

SHAREHOLDERS' EQUITY
Preferred stock, without par value:
   Authorized:    200 million shares
   Outstanding:     6 million shares at June 30, 1996        345
                    7  million shares at Dec. 31, 1995                    454
Guaranteed LESOP obligation                                 (345)       (501)
Common stock, without par value:
   Authorized:  2,000  million shares
   Issued:          1,813 million shares                   2,822       2,822
Earnings reinvested                                       55,071      53,539
Cumulative foreign exchange translation adjustment           836       1,339
Common stock held in treasury:
     571 million shares at June 30, 1996                 (17,351)
     571 million shares at Dec. 31, 1995                             (17,217)
                                                          ______      ______
     TOTAL SHAREHOLDERS' EQUITY                           41,378      40,436
                                                          ______      ______
     TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY          $92,396     $91,296
                                                          ======      ======


The number of shares of common stock issued and outstanding at June 30, 1996
and December 31, 1995 were 1,241,849,645 and 1,241,771,829, respectively.




                                         -4-

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

                                                           Six Months Ended
                                                                June 30,
                                                           _________________
                                                          1996        1995
                                                           _____       _____
CASH FLOWS FROM OPERATING ACTIVITIES 
   Net income                                             $3,455      $3,290
   Depreciation and depletion                              2,678       2,664
   Changes in operational working capital, excluding
      cash and debt                                          163          (8)
   All other items - net                                     764         384
                                                           _____       _____

     Net Cash Provided By Operating Activities             7,060       6,330
                                                           _____       _____
CASH FLOWS FROM INVESTING ACTIVITIES
   Acquisitions and additions to property, 
      plant and equipment                                 (3,259)     (3,046)
   Sales of subsidiaries and property, plant and equipment   170         258
   Other investing activities - net                           35         667
                                                           _____       _____

     Net Cash Used In Investing Activities                (3,054)     (2,121)
                                                           _____       _____

NET CASH GENERATION BEFORE FINANCING ACTIVITIES            4,006       4,209
                                                           _____       _____

CASH FLOWS FROM FINANCING ACTIVITIES
   Additions to long-term debt                               364         787
   Reductions in long-term debt                             (261)       (615)
   Additions/(reductions) in short-term debt - net           (14)       (947)
   Cash dividends to Exxon shareholders                   (1,928)     (1,884)
   Cash dividends to minority interests                     (169)       (156)
   Additions/(reductions) to minority interests and 
      sales/(redemptions) of affiliate preferred stock       (29)          6
   Acquisitions of Exxon shares - net                       (243)       (150)
                                                           _____       _____

     Net Cash Used In Financing Activities                (2,280)     (2,959)
                                                           _____       _____

Effects Of Exchange Rate Changes On Cash                     (12)        170
                                                           _____       _____

Increase/(Decrease) In Cash And Cash Equivalents           1,714       1,420
Cash And Cash Equivalents At Beginning Of Period           1,508       1,157
                                                           _____       _____
CASH AND CASH EQUIVALENTS AT END OF PERIOD
                                                          $3,222      $2,577
                                                           =====       =====
SUPPLEMENTAL DISCLOSURES
   Income taxes paid                                      $1,213      $1,103
   Cash interest paid                                     $  371      $  423







                                         -5-

                              EXXON CORPORATION

   NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS



1. 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 S.E.C. in the corporation's 1995 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.

   Certain costs and other deductions for 1995 have been reclassified to 
   conform to the 1996 presentation.



2. Accounting Changes

   Statement of Financial Accounting Standards No. 121, "Accounting for the 
   Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed 
   Of" was implemented effective as of January 1, 1996.  This Statement had no 
   impact on the corporation's results of operations or financial position 
   upon adoption.

   Statement of Financial Accounting Standards No. 123, "Accounting for 
   Stock-Based Compensation" was implemented effective as of January 1, 1996.  
   As permitted by the Statement, Exxon retained its current method of 
   accounting for stock compensation upon adoption.



3. Litigation and Other Contingencies

   A number of lawsuits, including class actions, have been brought in various 
   courts against Exxon Corporation and certain of its subsidiaries relating 
   to the accidental 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.

   A civil trial in the United States District Court for the District of 
   Alaska commenced on May 2, 1994 on punitive damage claims made by a class 
   composed of all persons and entities seeking punitive damages from the 
   corporation as a result of the Exxon Valdez grounding. On September 16, 
   1994, the jury returned a verdict awarding the class punitive damages of 
   $5 billion.  The verdict is not final.  The corporation plans to appeal 
   this verdict following entry of a final judgment by the District Court. 
   The corporation believes that this verdict is unjustified and should be set 
   aside or substantially reduced by appellate courts.











                                         -6-


                              EXXON CORPORATION

   NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS



   Many of the claims of individuals have been dismissed by the courts but 
   have been appealed.  A number of claims have been settled.  With respect to 
   the remaining compensatory damage claims against the corporation arising 
   from the grounding, many of these claims have been addressed in the same 
   federal civil trial proceeding, which is still ongoing.  On August 11, 
   1994, the jury returned a verdict finding that fisher plaintiffs were 
   damaged in the amount of $286.8 million.  The District Court issued an 
   order on August 31, 1995 that reduced this verdict to about $70 million, 
   which amount subsequently has been further reduced to about $20 million, to 
   reflect payments already made to the plaintiffs by the corporation and 
   others.  It has also been determined that approximately $37 million in 
   prejudgment interest has accrued on these compensatory damages as of 
   May 1, 1996.

   The remaining class action claims, scheduled for determination in the final 
   phase of the trial, are included in a $3.5 million settlement of this final 
   phase, which has been approved by the District Court.  The total amount of 
   the settlement will be satisfied by recognition of prior payments made to 
   the plaintiffs by the corporation and others.  Upon entry of a final 
   judgment by the District Court, the trial phase will be concluded and the 
   appeal process will begin.  There are a number of additional cases pending 
   in state court in Alaska where the compensatory damages claimed have not 
   been fully specified.

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

   German and Dutch affiliated companies are the concessionaires of a natural 
   gas field subject to a treaty between the governments of Germany and the 
   Netherlands under which the gas reserves in an undefined border or common 
   area are to be shared equally.  Entitlement to the reserves is determined 
   by calculating the amount of gas which can be recovered from this area.  
   Based on the final reserve determination, the German affiliate has received 
   more gas than its entitlement.  Arbitration proceedings, as provided in the 
   agreements, have been underway to determine the manner of resolving the 
   issues between the German and Dutch affiliated companies.

   On July 8, 1996, an interim ruling was issued establishing a provisional 
   compensation payment for the excess gas received.  Additional compensation, 
   if any, remains subject to further arbitration proceedings or negotiation.  
   Other substantive matters remain outstanding, including recovery of 
   royalties paid on such excess gas and the taxes payable on the final 
   compensation amount.  The net financial impact on the corporation is not 
   possible to predict at this time given these outstanding issues.  However, 
   the ultimate outcome is not expected to have a materially adverse effect 
   upon the corporation's operations or financial condition.

   The U.S. Tax Court has decided the issue with respect to the pricing of 
   crude oil purchased from Saudi Arabia for the years 1979 to 1981 in favor 
   of the corporation.  This decision is subject to appeal.  Certain other 
   issues for the years 1979-1982 remain pending before the 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.




                                         -7-

                              EXXON CORPORATION

   NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS



   Claims for substantial amounts have been made against Exxon and certain of 
   its consolidated subsidiaries in other pending lawsuits, the outcome of 
   which is not expected to have a materially adverse effect upon the 
   corporation's operations or financial condition.

   The corporation and certain of its consolidated subsidiaries are directly 
   and indirectly contingently liable for amounts similar to those at the 
   prior year-end relating to guarantees for notes, loans and performance 
   under contracts, including guarantees of non-U.S. excise taxes and customs 
   duties of other companies, entered into as a normal business practice, 
   under reciprocal arrangements.

   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 materially adverse consequences 
   to the corporation's operations or financial condition.

   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.

































                                         -8-


                             EXXON CORPORATION

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

FUNCTIONAL EARNINGS SUMMARY
                                             Second Quarter   First Six Months
                                           _________________  ________________
                                            1996       1995    1996      1995
                                           ______     ______  ______    ______
                                                   (millions of dollars)
Petroleum and natural gas
   Exploration and production
     United States                         $  423     $  281  $  842   $  490
     Non-U.S.                                 615        570   1,619    1,327
   Refining and marketing
     United States                             98         61      82       77
     Non-U.S.                                 134        224     324      408
                                            _____      _____   _____    _____
Total petroleum and natural gas             1,270      1,136   2,867    2,302
Chemicals
     United States                            166        266     319      496
     Non-U.S.                                 138        305     272      622
Other operations                              100        109     217      222
Corporate and financing                      (104)      (186)   (220)    (352)
                                            _____      _____   _____    _____
NET INCOME                                 $1,570     $1,630  $3,455   $3,290
                                            =====      =====   =====    =====




SECOND QUARTER 1996 COMPARED WITH SECOND QUARTER 1995

Exxon Corporation estimated second quarter 1996 earnings of $1,570 million, 
equal to $1.26 per share.  Comparable second quarter 1995 net income was 
$1,630 million, or $1.30 per share.

Exxon's results for the quarter were slightly below 1995's record second 
quarter.  Sales increased in most segments of the business, and earnings 
benefited from higher crude oil and natural gas prices.  However, chemical 
prices were substantially lower than the prior year's quarter.  Exploration 
and production earnings were up significantly from the second quarter 1995.  
Crude prices remained volatile and declined as the quarter progressed, but 
were higher on average than the prior year.  Natural gas sales were the 
highest second quarter in 15 years, and U.S. gas prices were stronger.  
Petroleum product sales for the second quarter were the highest level achieved 
since 1978.  However, downstream earnings declined as industry margins were 
depressed in the U.K. and Japan.  Chemical sales volumes continued strong, 
establishing a new quarterly record.  Commodity chemical product prices 
improved versus first quarter 1996, but remained well below the high levels of 
last year's second quarter.  Earnings from other operations were lower despite 
record copper production, as results were affected by a significant drop in 
copper prices late in the quarter.

Capital and exploration expenditures totaled $2.3 billion, up 14 percent from 
the prior year's second quarter, as Exxon continued its active investment 
program.






                                         -9-


                              EXXON CORPORATION

             MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                    CONDITION AND RESULTS OF OPERATIONS


OTHER COMMENTS ON SECOND QUARTER COMPARISON

Relative to the prior year, second quarter 1996 worldwide production earnings 
benefited from stronger crude and U.S. natural gas prices as well as increased 
natural gas demand.  Worldwide crude prices were on average about $1.50 per 
barrel above the second quarter of 1995.

Liquids production was 1,595 kbd (thousand barrels per day) in the second 
quarter, down from 1,742 kbd in the year ago period, reflecting the near term 
effect of a revised production sharing agreement in Malaysia, and lower 
production in Canada, Australia and the U.S.  Natural gas production of 
5,703 mcfd (million cubic feet per day) was up 584 mcfd versus 1995, as a 
result of colder than normal weather in Europe and increased sales in the U.S. 
and Malaysia.

Exploration and production earnings in the U.S. were $423 million, up from 
$281 million in the second quarter last year.  Outside the U.S., exploration 
and production earnings were $615 million, up from $570 million in the second 
quarter 1995.

Worldwide petroleum product sales of 5,050 kbd rose 3 percent from last year's 
second quarter, with increased clean product volumes in all major geographical 
areas.  Second quarter refining and marketing earnings in the U.S. were 
$98 million, up $37 million from the prior year, due primarily to improved 
industry refining margins.  Earnings from refining and marketing operations 
outside the U.S. of $134 million declined from $224 million in the same period 
a year ago, reflecting the weak industry environment in the U.K. and Japan.

Worldwide chemical earnings were $304 million compared to $571 million in the 
second quarter 1995.  Record prime product sales of 3,978 kt (thousand metric 
tons) were offset by lower commodity chemical prices and margins.

Earnings from other operating segments, including coal, minerals and power, 
totaled $100 million, versus $109 million in the prior year's second quarter.  
Coal and copper production increased, but earnings in the 1996 quarter were 
affected by a sharp drop in copper prices.  Corporate and financing charges 
were $104 million, down from $186 million in 1995.  Interest expense decreased 
due to a reduction in the level of debt and lower interest rates.

Revenue for the second quarter totaled $32,211 million, an increase from 
$31,667 million in the second quarter 1995.  Capital and exploration 
expenditures were $2,301 million versus $2,019 million in the second quarter 
last year.

During the second quarter, Exxon purchased 3.2 million shares of its common 
stock for the treasury at a cost of $274 million.












                                         -10-


                              EXXON CORPORATION

              MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                     CONDITION AND RESULTS OF OPERATIONS


FIRST SIX MONTHS 1996 COMPARED WITH FIRST SIX MONTHS 1995

Net income was $3,455 million in the first half 1996, an increase of 5 percent 
from the $3,290 million earned in 1995.

Exploration and production earnings benefited from worldwide crude prices 
which were on average more than $1.50 per barrel above the prior year.  
Worldwide liquids production was 1,638 kbd compared to 1,757 kbd last year.  
Unusually cold weather in Europe and the U.S. had a favorable impact on both 
natural gas sales volumes and U.S. gas prices.  Natural gas production 
averaged 7,017 mcfd, a 14 percent increase over first half 1995.

Earnings from U.S. exploration and production operations for the first six 
months were $842 million, an increase of $352 million over 1995.  Outside the 
U.S., earnings from exploration and production operations were up $292 million 
to $1,619 million.

Worldwide petroleum product sales of 5,090 kbd were up from 4,969 kbd in the 
first six months of 1995, with volume growth in all major geographic regions.  
Earnings from U.S. refining and marketing operations were $82 million, up from 
$77 million in 1995, as industry refining margins improved relative to the low 
levels of last year.  Outside the U.S., first half 1996 earnings from refining 
and marketing operations were $324 million versus $408 million last year, and 
were affected by the very weak industry margins in the U.K. and Japan.

Worldwide chemical earnings totaled $591 million in the first half of 1996, as 
compared to $1,118 million in 1995.  Prime product sales of 7,889 kt were at 
record levels and up 9 percent over the prior year.  However, industry product 
prices and margins were significantly lower than those of a year ago.

Earnings from other operating segments totaled $217 million, down slightly 
from the first half 1995.  Increased coal and copper production and higher 
international coal prices were offset by lower copper prices.

Corporate and financing charges declined $132 million to $220 million in 1996 
reflecting lower interest and tax expense.





















                                         -11-




                              EXXON CORPORATION

             MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                     CONDITION AND RESULTS OF OPERATIONS


FIRST SIX MONTHS 1996 COMPARED WITH FIRST SIX MONTHS 1995

Net cash generation before financing activities was $4,006 million in the 
first half of 1996 versus $4,209 million in the same period last year.  
Operating activities provided net cash of $7,060 million, an increase of 
$730 million from 1995's first half, influenced by higher net income and 
settlement of tax and insurance items.  Investing activities used net cash of 
$3,054 million, or $933 million more than a year ago, primarily due to higher 
capital investment and lower proceeds from sales of marketable securities.

Net cash used in financing activities was $2,280 million in the first half of 
1996 versus $2,959 million for the year-ago period.  The decrease of 
$679 million mainly reflects the absence of debt reductions in 1995.  During 
the first half of 1996, a total of 4.8 million shares of Exxon common stock 
were acquired for the treasury at a cost of $404 million.  Purchases are made 
in both the open market and through negotiated transactions.  Purchases may be 
discontinued at any time.

Capital and exploration expenditures of $4,292 million in this year's first 
half were up $511 million from a year ago reflecting increases in the 
exploration and production and chemicals segments.  Total capital and 
exploration expenditures in 1996 should exceed the 1995 level as Exxon 
maintains its focus on profitable growth opportunities in each of the major 
operating segments.

Total debt of $10.0 billion at June 30, 1996 was essentially unchanged from 
year-end 1995. The corporation's debt to capital ratio was 18.7 percent at the
end of the first six months of 1996, down from 19.0 percent at year-end 1995.

Over the twelve months ended June 30, 1996, return on average shareholders' 
equity was 16.3 percent.  Return on average capital employed, which includes 
debt, was 13.7 percent over the same time period.

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 3 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.









                                         -12-





                              EXXON CORPORATION

             MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                     CONDITION AND RESULTS OF OPERATIONS




                                SPECIAL ITEMS
                                _____________

                                            Second Quarter    First Six Months
                                          __________________  ________________
                                            1996       1995    1996      1995
                                           ______    ______   ______   ______
                                                  (millions of dollars)
EXPLORATION & PRODUCTION
________________________

  Non-U. S.
     Tax related                              -         -      $125       -

                                           ______    ______   ______   ______

          TOTAL                               -         -      $125       -
                                           ======    ======   ======   ======



































                                         -13-






PART II.  OTHER INFORMATION

EXXON CORPORATION

FOR THE QUARTER ENDED JUNE 30, 1996


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

         At the annual meeting of shareholders on April 24, 1996, the 
         following proposals were voted upon:

         Concerning Election of Directors
                                               Votes              Votes
            Nominees for Director            Cast for           Withheld
            _____________________          _____________        _________

            Michael J. Boskin              1,053,678,095        8,605,525
            D. Wayne Calloway              1,054,047,752        8,235,868
            Jess Hay                       1,053,536,087        8,747,533
            James R. Houghton              1,053,937,323        8,346,297
            William R. Howell              1,053,953,818        8,329,802
            Philip E. Lippincott           1,053,443,093        8,840,527
            Harry J. Longwell              1,054,005,432        8,278,188
            Marilyn Carlson Nelson         1,053,811,511        8,472,109
            Lee R. Raymond                 1,053,293,028        8,990,592
            John H. Steele                 1,053,012,640        9,270,980
            Robert E. Wilhelm              1,054,104,212        8,179,408
            Joseph D. Williams             1,052,881,185        9,402,435

         Concerning Ratification of Appointment of Independent Public 
            Accountants

             Votes Cast For:               1,051,195,314
             Votes Cast Against:               5,770,803
             Abstentions:                      5,317,503
             Broker Non-Votes:                     N/A

         Concerning Additional Reporting of Political Contributions

             Votes Cast For:                  46,363,214
             Votes Cast Against:             839,198,689
             Abstentions:                     43,557,079
             Broker Non-Votes:               133,164,638


See also pages 4 through 9 and pages 16 through 18 of the registrant's 
definitive proxy statement dated March 12, 1996.











                                         -14-







                         PART II.  OTHER INFORMATION

                              EXXON CORPORATION

                     FOR THE QUARTER ENDED JUNE 30, 1996



Item 6. Exhibits and Reports on Form 8-K
______  ________________________________

     a) Exhibits

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

     b) Reports on Form 8-K

        The registrant has not filed any reports on Form 8-K during the 
           quarter.







































                                         -15-








                             EXXON CORPORATION

                                 FORM 10-Q

                     FOR THE QUARTER ENDED JUNE 30, 1996

                                 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: August 13, 1996                           /s/   W. Bruce Cook
                                     _________________________________________
                                     W. Bruce Cook, Vice President, Controller
                                          and Principal Accounting Officer

































                                         -16-

                                                                            
 

5 THE SCHEDULE CONTAINS SUMMARY FINANCIAL INFORMATION EXTRACTED FROM EXXON'S CONDENSED CONSOLIDATED BALANCE SHEET AT JUNE 30,1996 AND EXXON'S CONDENSED CONSOLIDATED STATEMENT OF INCOME FOR THE SECOND QUARTER 1996, THAT ARE CONTAINED IN EXXON'S FORM 10-Q FOR THE QUARTERLY PERIOD ENDED JUNE 30,1996. THE SCHEDULE IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO SUCH FINANCIAL STATEMENTS. 1,000,000 6-MOS DEC-31-1996 JUN-30-1996 3,222 102 6,753 99 5,355 18,401 124,045 58,558 92,396 18,667 7,566 0 345 2,822 38,211 92,396 62,099 63,416 25,922 25,922 9,525 0 212 5,493 2,038 3,455 0 0 0 3,455 2.77 0