WASHINGTON, D.C. 20549


                               SCHEDULE 13D
                              (Rule 13d-101)


                             (Amendment No. 1)

                             MOBIL CORPORATION
                             (Name of Issuer)

                               COMMON STOCK
                              $1.00 PAR VALUE
                      (Title of Class of Securities)

                              (CUSIP Number)

                            Donald D. Humphreys
        Vice President, Controller and Principal Accounting Officer
                             Exxon Corporation
                        5959 Las Colinas Boulevard
                         Irving, Texas 75039-2298
                              (972) 444-1000
         (Name, Address and Telephone Number of Person Authorized
                  to Receive Notices and Communications)

                             December 1, 1998
          (Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is
filing this Schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the
following box: [ ]

Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits.  See Rule 13d-7(b) for other
parties to whom copies are to be sent.
                        (Continued on following pages)

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               This Amendment No. 1 amends the Statement on Schedule 13D filed
with the Securities and Exchange Commission on December 11, 1998 (the
"Schedule 13D") by Exxon Corporation ("Exxon").  This Amendment No.1 is filed
with respect to the shares of Common Stock, par value $1.00 per share (the
"Common Stock"), of Mobil Corporation (the "Issuer").  Unless otherwise
defined herein, all capitalized terms shall have the meanings ascribed to them
in the Schedule 13D.

    Item 5 of the Schedule 13D is hereby amended in its entirety to
read as follows:

               "Item 5. Interest in Securities of the Issuer.

               As a result of the issuance of the Option and upon occurrence
     of certain events described in the Stock Option Agreement, Exxon may
     be deemed to be the beneficial owner of 136,500,000 Shares, which
     would represent approximately 14.9% of the Shares outstanding after
     exercise of the Option (based on the number of Shares outstanding on
     November 27, 1998, as set forth in the Merger Agreement, and treating
     as outstanding for this purpose the Shares of Common Stock subject to
     the Option).  Exxon would have sole voting and dispositive power with
     respect to such Shares.

                    The Option Shares described herein are subject to the
     Option, which may only be exercised upon the happening of certain
     events, none of which has occurred as of the date hereof.  Nothing
     contained herein shall be deemed to be an admission by Exxon as to the
     beneficial ownership of any Shares, and, prior to the occurrence of
     any of such events, Exxon disclaims beneficial ownership of all Option

                    Except as described below, neither Exxon nor, to the
     best of Exxon's knowledge, any other person referred to in Schedule A
     attached hereto, beneficially owned or had acquired or disposed of any
     Shares of the Issuer during the 60 days preceding December 11, 1998.
     Mr.  Walter V.  Shipley beneficially owns and has sole voting power
     and sole investment power over 243 Shares which are held in an account
     managed by a Donaldson, Lufkin & Jenrette investment committee in
     parallel with other customer accounts, with sales and purchases
     allocated to individual accounts on a pro rata basis.  Mr.  Shipley
     has the right to revoke discretion upon notice.  Of the Shares held in
     such account, 163 Shares were purchased at $69.59 per share in a
     market transaction on December 9, 1998.  Each of Mrs.  Reatha Clark
     King and Mr.  R.  B.  Nesbitt beneficially owns and has sole voting
     power and sole investment power over 200 Shares.  Mr.  J.  L.
     Thompson's spouse is the beneficiary of a trust which owns 184 Shares.
     Mr.  Thompson disclaims beneficial ownership of and does not have
     voting power or investment power over such Shares.  The percentage of
     the Common Stock beneficially owned by the above-named persons,
     individually and in the aggregate, is less than 1% of the Common


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     After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this Amendment No. 1 to the
Schedule 13D is true, complete and accurate.

     February 9, 1999              EXXON CORPORATION

                                   By:/s/ Donald D. Humphreys
                                      Name: Donald D. Humphreys
                                      Title: Vice President, Controller
                                             and Principal Accounting Officer

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