United States securities and exchange commission logo

                               December 18, 2023

       Darren Woods
       Chairman and Chief Executive Officer
       Exxon Mobil Corp.
       22777 Springwoods Village Parkway
       Spring, TX 77389

                                                        Re: Exxon Mobil Corp.
Statement on Form S-4
                                                            Filed November 21,
                                                            File No. 333-275695

       Dear Darren Woods:

              We have conducted a limited review of your registration statement
and have the
       following comments.

              Please respond to this letter by amending your registration
statement and providing the
       requested information. If you do not believe a comment applies to your
facts and circumstances
       or do not believe an amendment is appropriate, please tell us why in
your response.

              After reviewing any amendment to your registration statement and
the information you
       provide in response to this letter, we may have additional comments.

       Registration Statement on Form S-4

       The Merger
       Background of the Merger, page 50

   1.                                                   You disclose on page 55
that on October 5, 2023 the Wall Street Journal published an
                                                        article discussing a
proposed transaction between ExxonMobil and Pioneer. Please revise
                                                        your disclosure to
expand upon the effect, if any, the publication of the article prior to the
                                                        public announcement had
on the negotiation process.
   2.                                                   We note in recent
months, as part of evaluating potential strategic alternatives, Pioneer
                                                        engaged in discussions
with another upstream company regarding the acquisition of that
                                                        company by Pioneer.
Please expand your disclosure to provide greater detail into the
transaction, and the reasoning you did not progress further with
                                                        the transaction.
 Darren Woods
FirstName LastNameDarren  Woods
Exxon Mobil  Corp.
December  NameExxon
              2023     Mobil Corp.
Page 2    18, 2023 Page 2
FirstName LastName
3.       You disclose on page 55 that Pioneer separately engaged Petrie
Partners, LLC and BofA
         Securities, Inc., to serve as a financial advisor to Pioneer with
respect to the proposed
         transaction. However, you make no further reference to Petrie or BofA.
Please provide
         clear descriptions of each advisors' role, and describe how Pioneer
utilized the assistance
         of the advisors in its evaluation of the transaction.
        We remind you that the company and its management are responsible for
the accuracy
and adequacy of their disclosures, notwithstanding any review, comments, action
or absence of
action by the staff.

       Refer to Rules 460 and 461 regarding requests for acceleration. Please
allow adequate
time for us to review any amendment prior to the requested effective date of
the registration

       Please contact Michael Purcell at 202-551-5351 or Kevin Dougherty at
with any other questions.


                                                               Division of
Corporation Finance
                                                               Office of Energy
& Transportation
cc:      Shanu Bajaj