Exxon Mobil Corp – ‘10-K’ for 12/31/98

As of:  Tuesday, 3/30/99   ·   For:  12/31/98   ·   Accession #:  930661-99-626   ·   File #:  1-02256   ·   Correction:  This Filing was Corrected by the SEC on 4/5/99. ®

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Annual Report   —   Form 10-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-K        Annual Report                                         17     89K 
 2: EX-10.(III)(B)  Registrant's Plan for Deferral                     3     13K 
 3: EX-12       Computation of Ratio of Earnings                       2±     7K 
 4: EX-13       Financial Section of the 1998 Annual Report           48±   240K 
 5: EX-21       List of Subsidiaries                                   3     19K 
 6: EX-27.1     Financial Data Schedule                                2      8K 
 7: EX-27.2     Financial Data Schedule                                2      9K 

10-K   —   Annual Report
Document Table of Contents

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1998  
------------------------------------------------------------------------------- 
------------------------------------------------------------------------------- 
SECURITIES AND EXCHANGE COMMISSION  
WASHINGTON, D.C. 20549  
----------------  
FORM 10-K 
[ X ] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF                  
THE SECURITIES EXCHANGE ACT OF 1934   
For the fiscal year ended December 31, 1998 
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 Identification  
incorporation or organization)                     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)  
----------------  
Securities registered pursuant to Section 12(b) of the Act: 

                                                                [Download Table]

                                                        Name of Each Exchange 
                 Title of Each Class                     on Which Registered  
                 -------------------                   -----------------------
                                                                              
Common Stock, without par value (2,427,925,038 shares                         
 outstanding at February 26, 1999)                     New York Stock Exchange
Registered securities guaranteed by Registrant:                               
 SeaRiver Maritime Financial Holdings, Inc.                                   
  Twenty-Five Year Debt Securities due October 1, 2011 New York Stock Exchange
 Exxon Capital Corporation                                                    
  Twelve Year 6% Notes due July 1, 2005                New York Stock Exchange

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 if disclosure of delinquent filers pursuant to Item  
405 of Regulation S-K is not contained herein, and will not be contained, to    
the best of registrant's knowledge, in definitive proxy or information          
statements incorporated by reference in Part III of this Form 10-K or any       
amendment to this Form 10-K.                                                    
---                   

The aggregate market value of the voting stock held by non-affiliates of the
registrant on February 26, 1999, based on the closing price on that date of     
$66 9/16 on the New York Stock Exchange composite tape, was in excess of $161   
billion.                                                                        

Documents Incorporated by Reference:                                        
1998 Annual Report to Shareholders (Parts I, II and IV)       
        Proxy Statement for the 1999 Annual Meeting of Shareholders (Part III)
------------------------------------------------------------------------------- 
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EXXON CORPORATION 
FORM 10-K 
FOR THE FISCAL YEAR ENDED DECEMBER 31, 1998 

TABLE OF CONTENTS 

                                                                [Download Table]

                                                                         Page 
                                                                        Number
                                                                        ------
                                    PART I                                    
                                                                              
Item 1.  Business.....................................................    1-2 
Item 2.  Properties...................................................    2-9 
Item 3.  Legal Proceedings............................................      9 
Item 4.  Submission of Matters to a Vote of Security Holders..........      9 
Executive Officers of the Registrant [pursuant to Instruction 3 to Reg-       
 ulation S-K, Item 401(b)].............................................     9 

                                   PART II                                    

Item 5.  Market for Registrant's Common Stock and Related Shareholder         
         Matters......................................................     10 
Item 6.  Selected Financial Data......................................     10 
Item 7.  Management's Discussion and Analysis of Financial Condition          
         and Results of Operations....................................     10 
Item 7A. Quantitative and Qualitative Disclosures About Market Risk...     10 
Item 8.  Financial Statements and Supplementary Data..................     10 
Item 9.  Changes in and Disagreements with Accountants on Accounting          
         and Financial Disclosure.....................................     10 

                                   PART III                                   

Item 10. Directors and Executive Officers of the Registrant...........     10 
Item 11. Executive Compensation.......................................     10 
Item 12. Security Ownership of Certain Beneficial Owners and                  
         Management...................................................     11 
Item 13. Certain Relationships and Related Transactions...............     11 

                                   PART IV                                    

Item 14. Exhibits, Financial Statement Schedules and Reports on Form          
         8-K..........................................................     11 
Signatures............................................................. 12-13 
Index to Financial Statements..........................................    14 
Consent of Independent Accountants.....................................    14 
Index to Exhibits......................................................    15 

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PART I  
Item 1. Business.                                                               

Exxon Corporation was incorporated in the State of New Jersey in 1882.      
Divisions and affiliated companies of Exxon operate or market products in the   
United States and over 100 other countries. Their principal business is         
energy, involving exploration for, and production of, crude oil and natural     
gas, manufacturing of petroleum products and transportation and sale of crude   
oil, natural gas and petroleum products. Exxon Chemical Company, a division of  
Exxon, is a major manufacturer and marketer of basic petrochemicals, including  
olefins and aromatics, and a leading supplier of specialty rubbers and of       
additives for fuels and lubricants. Other products manufactured include         
polyethylene and polypropylene plastics, plasticizers, specialty resins,        
specialty and commodity solvents and performance chemicals for oil field        
operations. Exxon is engaged in exploration for, and mining and sale of, coal,  
copper and other minerals. Exxon also has interests in electric power           
generation facilities. Affiliates of Exxon conduct extensive research programs  
in support of these businesses.                                                 

Exxon Corporation has five divisions and hundreds of affiliates, many with  
names that include Exxon or Esso. For convenience and simplicity, in this       
report the terms Exxon and Esso, as well as the terms corporation, company,     
our, we and its, are sometimes used as abbreviated references to specific       
affiliates or groups of affiliates. The precise meaning depends on the context  
in question.                                                                    

On December 1, 1998, Exxon Corporation and Mobil Corporation signed an      
agreement to merge the two companies subject to shareholder approval,           
regulatory reviews and other conditions. Under the terms of the agreement,      
each common share of Mobil will be converted into 1.32015 common shares of      
Exxon. As a result of the merger, Exxon shareholders will own about 70 percent  
of the combined company and Mobil shareholders will own about 30 percent. Upon  
completion of the merger, the company's name will be Exxon Mobil Corporation.   
It is intended that the merger will qualify as a tax-free reorganization in     
the U.S., and that it will be accounted for on a "pooling of interests" basis.  
In addition, the merger agreement provides for payment of termination fees of   
$1.5 billion under certain circumstances. Exxon and Mobil also have entered     
into an option agreement that grants Exxon the option under specified           
circumstances to purchase up to approximately 14.9 percent of the authorized    
but unissued common stock of Mobil.                                             

The oil and chemical industries are highly competitive. There is competition
within the industries and also with other industries in supplying the energy,   
fuel and chemical needs of commerce, industry and individuals. The corporation  
competes with other firms in the sale or purchase of various goods or services  
in many national and international markets and employs all methods of           
competition which are lawful and appropriate for such purposes.                 

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; expropriations 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.       

The operations and earnings of the corporation and its affiliates throughout
the world are also affected by local, regional and global events or conditions  
that affect supply and demand for oil, natural gas and other Exxon products.    
These events or conditions are generally not predictable and include, among     
other things, the development of new supply sources; supply disruptions;        
weather; international political events; technological advances; changes in     
demographics and consumer preferences; and the competitiveness of alternative   
energy sources or product substitutes. See also page F6 and F7 of the           
accompanying financial section of the 1998 Annual Report to shareholders for    
discussion of the impact of market risks, inflation and other uncertainties.    

In 1998, the corporation spent $1,321 million (of which $432 million were   
capital expenditures) on environmental conservation projects and expenses       
worldwide, mostly dealing with air and water                                    

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conservation. Total expenditures for such activities are expected to be about   
$1.5 billion in both 1999 and 2000 (with capital expenditures representing      
about 40 percent of the total).                                                 

Operating data and industry segment information for the corporation are     
contained on pages F3, F24, F25 and F31, information on oil and gas reserves    
is contained on pages F28 and F29 and information on company-sponsored          
research and development activities is contained on page F16 of the             
accompanying financial section of the 1998 Annual Report to shareholders.*      

Projections, estimates and descriptions of Exxon's plans and objectives     
included or incorporated in Items 1, 2 and 7 of this report are forward-        
looking statements. Actual future project dates, production rates, capital      
expenditures, costs and business plans could differ materially due to, among    
other things, the outcome of commercial negotiations; changes in operating      
conditions and costs; technical difficulties; and other factors discussed       
above and elsewhere in this report.                                             

Item 2. Properties.                                                             

Part of the information in response to this item and to the Securities      
Exchange Act Industry Guide 2 is contained in the accompanying financial        
section of the 1998 Annual Report to shareholders in Note 10, which note        
appears on page F18, and on pages F3, and F26 through F31.                      

Information with regard to oil and gas producing activities follows:        

1. Net Reserves of Crude Oil and Natural Gas Liquids (millions of barrels) and  
Natural Gas (billions of cubic feet) at Year-End 1998                     

Estimated proved reserves are shown on pages F28 and F29 of the accompanying
financial section of the 1998 Annual Report to shareholders. No major           
discovery or other favorable or adverse event has occurred since December 31,   
1998 that would cause a significant change in the estimated proved reserves as  
of that date. For information on the standardized measure of discounted future  
net cash flows relating to proved oil and gas reserves, see page F30 of the     
accompanying financial section of the 1998 Annual Report to shareholders.       

2. Estimates of Total Net Proved Oil and Gas Reserves Filed with Other Federal  
Agencies                                                                  

During 1998, the company filed proved reserves estimates with the U.S.      
Department of Energy on Forms EIA-23 and EIA-28. The information is consistent  
with the 1997 Annual Report to shareholders with the exception of EIA-23 which  
covered total oil and gas reserves from Exxon-operated properties in the U.S.   
and does not include gas plant liquids. The difference between the oil          
reserves reported on EIA-23 and those reported in the 1997 Annual Report        
exceeds five percent. The difference in gas reserves does not exceed five       
percent.                                                                        

3. Average Sales Prices and Production Costs per Unit of Production             

Incorporated by reference to page F26 of the accompanying financial section 
of the 1998 Annual Report to shareholders. Average sales prices have been       
calculated by using sales quantities from our own production as the divisor.    
Average production costs have been computed by using net production quantities  
for the divisor. The volumes of crude oil and natural gas liquids (NGL)         
production used for this computation are shown in the reserves table on page    
F28 of the accompanying financial section of the 1998 Annual Report to          
shareholders. The net production volumes of natural gas available for sale by   
the producing function used in this calculation are shown on page F31 of the    
accompanying financial section of the 1998 Annual Report to shareholders. The   
volumes of natural gas were converted to oil-equivalent barrels based on a      
conversion factor of six thousand cubic feet per barrel.                        
--------                                                                        
*Only the data appearing on pages F1 and F3 through F31 of the accompanying 
financial section of the 1998 Annual Report to shareholders, incorporated in
this report as Exhibit 13, are deemed to be filed as part of this Annual    
Report on Form 10-K as indicated under Items 1, 2, 3, 5, 6, 7, 7A, 8 and 14 
and on page 14.                                                             

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4. Gross and Net Productive Wells                                               

                                                                [Download Table]

                                                          Year-End 1998      
                                                    -------------------------
                                                         Oil          Gas    
                                                    ------------- -----------
                                                    Gross   Net   Gross  Net 
                                                    ------ ------ ----- -----
                                                                             
United States...................................... 15,978  5,490 4,116 1,742
Canada.............................................  5,915  3,946 4,014 1,880
Europe.............................................  1,485    438 1,088   366
Asia-Pacific.......................................    890    462   530   149
Other..............................................    751     86    13     5
                                                    ------ ------ ----- -----
 Total............................................. 25,019 10,422 9,761 4,142
                                                    ====== ====== ===== =====

5. Gross and Net Developed Acreage                                              

                                                                [Download Table]

                                                               Year-End 1998    
                                                            --------------------
                                                              Gross       Net   
                                                            ---------  ---------
                                                            (Thousands of acres)
                                                                                
   United States...........................................      5,037     3,505
   Canada..................................................      3,066     1,222
   Europe..................................................     10,518     3,327
   Asia-Pacific............................................      2,949     1,130
   Other...................................................      7,452     1,105
                                                            ---------- ---------
    Total..................................................     29,022    10,289
                                                            ========== =========

  Note: Separate acreage data for oil and gas are not maintained because, in    
many instances, both are produced from the same acreage.                        

6. Gross and Net Undeveloped Acreage                                            

                                                               Year-End 1998    
                                                            --------------------
                                                              Gross       Net   
                                                            ---------  ---------
                                                            (Thousands of acres)
                                                                                
   United States...........................................      6,739     4,839
   Canada..................................................      3,821     2,174
   Europe..................................................     13,117     5,522
   Asia-Pacific............................................     57,841    30,277
   Other...................................................     57,563    24,685
                                                            ---------- ---------
    Total..................................................    139,081    67,497
                                                            ========== =========

7. Summary of Acreage Terms in Key Areas                                        

United States                                                               

Oil and gas exploration leases are acquired for varying periods of time,    
ranging from one to ten years. Producing leases normally remain in effect       
until production ceases.                                                        

Canada                                                                      

Exploration permits are granted for varying periods of time with renewals   
possible. Production leases are held as long as there is production on the      
lease.                                                                          

Cold Lake oil sands leases were taken for an initial 21-year term in 1968-  
1969 and renewed for a second 21-year term in 1989-1990.                        

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France                                                                      

Exploration permits are granted for periods of three to five years,         
renewable up to two times accompanied by substantial acreage relinquishments:   
50 percent of the acreage at first renewal; 25 percent of the remaining         
acreage at second renewal. A 1994 law requires a bidding process prior to       
granting of an exploration permit. Upon discovery of commercial hydrocarbons,   
a production concession is granted for up to 50 years, renewable in periods of  
25 years each.                                                                  

Germany                                                                     

Acreage holdings are generally concessions with indefinite periods subject  
to minimum work commitments.                                                    

Netherlands                                                                 

Onshore: Exploration drilling permits are issued for a period of two to five
years. Production concessions are granted after discoveries have been made      
under conditions which are negotiated with the government. Normally, they are   
field-life concessions covering an area defined by hydrocarbon occurrences.     

Offshore: Prospecting licenses issued prior to March 1976 were for a 15-year
period, with relinquishment of about 50 percent of the original area required   
at the end of ten years. Subsequent licenses are for ten years with             
relinquishment of about 50 percent of the original area required after six      
years. For commercial discoveries within a prospecting license, a production    
license is issued for a 40-year period.                                         

Norway                                                                      

Licenses issued prior to 1972 were for a total period of 46 years, with     
relinquishment of at least one-fourth of the original area required at the end  
of the sixth year and another one-fourth at the end of the ninth year.          
Subsequent licenses are for a total period of 36 years, with relinquishment of  
at least one-half of the original area required at the end of the sixth year.   

United Kingdom                                                              

Licenses issued prior to 1977 were for an initial period of six years with  
an option to extend the license for a further 40 years on no more than half of  
the license area. Licenses issued between 1977 and 1979 were for an initial     
period of four years, after which one-third of the acreage was required to be   
relinquished, followed by a second period of three years, after which an        
additional one-third of the acreage was required to be relinquished, with an    
option to extend for a total license period of 24 to 36 years on no more than   
half the license area. The more recent licenses were typically for an initial   
period of six to nine years, with a second term of 12 to 15 years which may be  
extended a further 18 to 24 years. In the most recent eighteenth license        
round, the initial period was six years, with a second term of 12 years which   
may be extended a further 18 years.                                             

Australia                                                                   

Onshore: Acreage terms are fixed by the individual state and territory      
governments. These terms and conditions vary significantly between the states   
and territories. Exploration permits are normally                               

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granted for four years with possible renewals and relinquishments. Production   
licenses in South Australia are granted for an initial term of 21 years, with   
subsequent renewals each for 21 years for the full area. Production licenses    
in Queensland are granted for varying periods consistent with expected field    
lives, with renewals on a similar basis.                                        

Offshore: Acreage terms are fixed by the federal government. Exploration    
permits are granted for six years with possible renewals of five-year periods   
to a total of 26 years. A 50 percent relinquishment of remaining area is        
mandatory at the end of each renewal period. Existing production licenses       
include initial license periods of 21 years and a first renewal of an           
additional 21 years. From September 1, 1998, new licenses and renewals of       
existing licenses will be granted for the life of the field plus five years.    
For licenses issued before September 1, 1998, first renewals shall be granted;  
second renewals may be granted subject to compliance with conditions of the     
license and regulations.                                                        

Malaysia                                                                    

Exploration and production activities are governed by production sharing    
contracts negotiated with the national oil company. The more recent contracts   
have an overall term of 24 to 37 years with possible extensions to the          
exploration or development periods. The exploration period is five to seven     
years with the possibility of extensions, after which time areas with no        
commercial discoveries must be relinquished. The development period is four to  
five years from commercial discovery, with the possibility of extensions under  
special circumstances. Areas from which commercial production has not started   
by the end of the development period must be relinquished. If no extension is   
granted, the total production period is 15 to 25 years from first commercial    
lifting, not to exceed the overall term of the contract.                        

Thailand                                                                    

The Exxon concessions and the Petroleum Act of 1972 allow production for 30 
years (through 2021) with a possible ten-year extension at terms generally      
prevalent at the time.                                                          

Angola                                                                      

Exploration and production activities are governed by production sharing    
agreements negotiated with the national oil company. The exploration period     
generally consists of four years and an optional phase of two years, with no    
relinquishment requirement after the first phase. The production period, which  
includes development, is for 25 years.                                          

Azerbaijan                                                                  

The production sharing agreement (PSA) for development of the Megastructure 
is for an initial period of 30 years starting from the PSA execution date in    
1994.                                                                           

Republic of Yemen                                                           

Production sharing agreements (PSAs) negotiated with the government entitle 
Exxon to participate in exploration operations within a designated area during  
the exploration period. In the event of a commercial oil discovery, the         
company is entitled to proceed with development and production operations       
during the development period. The length of these periods and other specific   
terms are negotiated prior to executing the production sharing agreement.       
Existing production operations have a development period extending 20 years     
from first commercial declaration made in November 1985 for the Marib PSA and   
June 1995 for the Jannah PSA. In addition, agreement was reached in 1997 on     
terms for participation in a potential liquified natural gas project utilizing  
Marib gas reserves.                                                             

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8. Number of Net Productive and Dry Wells Drilled                               

                                                                [Download Table]

                                                                 1998  1997 1996
                                                                 ----  ---- ----
                                                                                
A. Net Productive Exploratory Wells Drilled                                     
  United States.................................................    7    9    7 
  Canada........................................................    3   11    8 
  Europe........................................................    7    9    7 
  Asia-Pacific..................................................    4   10    7 
  Other.........................................................    3    2    2 
                                                                  ---  ---  --- 
   Total........................................................   24   41   31 
                                                                  ---  ---  --- 
B. Net Dry Exploratory Wells Drilled                                            
  United States.................................................    7    4    5 
  Canada........................................................    2    4    4 
  Europe........................................................    8    8    9 
  Asia-Pacific..................................................    4    3    8 
  Other.........................................................    5    3    2 
                                                                  ---  ---  --- 
   Total........................................................   26   22   28 
                                                                  ---  ---  --- 
C. Net Productive Development Wells Drilled                                     
  United States.................................................  175  228  190 
  Canada........................................................  100  424  356 
  Europe........................................................   40   33   36 
  Asia-Pacific..................................................   55   54   31 
  Other.........................................................    4    7   11 
                                                                  ---  ---  --- 
   Total........................................................  374  746  624 
                                                                  ---  ---  --- 
D. Net Dry Development Wells Drilled                                            
  United States.................................................   20   15   13 
  Canada........................................................   --    2    2 
  Europe........................................................    2   --    2 
  Asia-Pacific..................................................    1   --    1 
  Other.........................................................   --    1    1 
                                                                  ---  ---  --- 
   Total........................................................   23   18   19 
                                                                  ---  ---  --- 
  Total number of net wells drilled.............................  447  827  702 
                                                                  ===  ===  === 

9. Present Activities                                                           

A. Wells Drilling -- Year-End 1998                                              


                                                                 Gross Net      
                                                                 ----- ---      
                                                                                
  United States.................................................  108   46      
  Canada........................................................    3    1      
  Europe........................................................   36   11      
  Asia-Pacific..................................................   16    7      
  Other.........................................................   10    3      
                                                                  ---  ---      
   Total........................................................  173   68      
                                                                  ===  ===      

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B. Review of Principal Ongoing Activities in Key Areas                          

UNITED STATES                                                                   

During 1998, exploration activities were conducted by Exxon Exploration     
Company, selected development activities by Exxon Upstream Development Company  
and producing and other development activities by Exxon Company, U.S.A. Some    
of the more significant ongoing activities are:                                 

.  Exploration and delineation of additional hydrocarbon resources          
continued. At year-end 1998, Exxon's inventory of undeveloped acreage 
totaled 4.8 million net acres. Exxon was active in areas onshore and  
offshore in the lower 48 states and in Alaska. A total of 13.5 net    
exploration and delineation wells were completed during 1998.         

.  During 1998, 141.3 net development wells were completed within and       
around mature fields in the inland lower 48 states.                   

.  Exxon's net acreage in the Gulf of Mexico at year-end 1998 was 2.2       
million acres. A total of 27.2 net exploratory and development wells  
were completed during the year.                                       

.  Development continued on two Gulf of Mexico projects in 1998. The        
 Genesis project started up in early 1999 utilizing a deep-draft caisson
vessel (DDCV) to develop reserves in 2,600 feet of water. The Ursa    
project, scheduled for start-up in 1999, will utilize a tension leg   
platform development concept in 3,900 feet of water.                  

.  The Hoover and Diana fields in the Gulf of Mexico are being jointly      
  developed using a DDCV positioned in 4,800 feet of water over the Hoover
field. The Diana field will be produced via subsea development wells  
tied back to the DDCV. Start-up is expected in 2000.                  

.  Participation in Alaska production and development continued and a total 
of 27.3 net development wells were drilled in 1998.                   

CANADA                                                                          

During 1998, exploration and production activities in Canada were conducted 
by the Resources Division of Imperial Oil Limited, which is 69.6 percent owned  
by Exxon Corporation. Some of the more significant ongoing activities are:      

.  Gross commercial bitumen production from Cold Lake averaged 137 thousand 
barrels per day during 1998.                                          

.  Facilities construction and drilling began in 1998 on the Sable Offshore 
Energy Project. Production is expected to begin by 2000.              

OUTSIDE NORTH AMERICA                                                           

During 1998, exploration activities were conducted by Exxon Exploration     
Company, selected development activities by Exxon Upstream Development Company  
and producing and other development activities by Exxon Company,                
International. Some of the more significant ongoing activities include:         

France                                                                      

Exxon's net acreage at year-end 1998 was 1.0 million net acres (0.7 million 
offshore, 0.3 million onshore), with 2.5 net exploration and development wells  
completed during the year. During 1998, production started up from the Tamaris  
field and development activity is progressing in the Courbey field.             

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Germany                                                                     

A total of 2.5 million acres were held by Exxon at year-end, with 4.6 net   
exploration and development wells drilled and completed during the year.        

Netherlands                                                                 

Exxon's interest in licenses totaled 2.9 million net acres at year-end 1998.
During 1998, 11.5 net exploration and development wells were drilled. During    
1998, the new offshore gas fields K7-FC/FD, L9 and Q16-FA started up.           
Construction is in progress on the new offshore gas field, D15-FA/FB, and new   
onshore gas fields, Moddergat, Nes and Gaag.                                    

Norway                                                                      

Exxon's net interest in licenses at year-end 1998 totaled 0.5 million net   
acres, all offshore. Exxon participated in 14.7 net exploration and production  
wells in 1998. Projects for development of the Balder, Jotun and Snorre North   
fields are in progress.                                                         

United Kingdom                                                              

During the year, Exxon acquired interests in 36 new blocks. Net acreage was 
1.9 million acres at year-end, all offshore. A total of 24.6 net exploration    
and development wells were completed during the year. There were successful     
start-ups of the Mallard, ETAP and Galleon PG projects. Low pressure            
operations were being implemented at Brent, and several major projects were     
underway, including Shearwater, Ketch, Corvette and Triton.                     

Australia                                                                   

Exxon's year-end acreage holdings totaled 5.7 million net acres onshore and 
0.6 million net acres offshore, with exploration and production activities      
underway in both areas. During 1998, a total of 28.3 net exploration and        
development wells were completed.                                               

Malaysia                                                                    

Exxon has interests in production sharing contracts covering 7.6 million net
acres offshore Malaysia. During the year, a total of 34.0 net exploration and   
development wells were completed. Development drilling was completed at         
Lawit A and Raya A and continued on the Seligi F platform. The Tapis E platform 
was installed in 1998. An agreement with PETRONAS, the state-owned oil company, 
was signed in 1998 for a major new natural gas production sharing contract. This
contract covers the commercialization of gas previously discovered by Exxon.    

Thailand                                                                    

Exxon's net acreage in the Khorat concession totaled 15 thousand net acres  
at year-end.                                                                    

Angola                                                                      

Exxon has interests in production sharing agreements covering 2.1 million   
net acres, all offshore. During 1998, a total of 2.8 net exploration and        
development wells were completed. Development is in progress on the Girassol    
field in Block 17.                                                              

Azerbaijan                                                                  

At year-end, Exxon's net acreage totaled 43 thousand acres. During 1998, 0.4
net exploration and development wells were drilled. Construction on the         
Western Route pipeline is in progress.                                          

Republic of Yemen                                                           

Exxon's net acreage in the Republic of Yemen production sharing areas       
totaled 0.9 million acres onshore at year-end. During the year, 4.4 net         
exploration and development wells were drilled and completed.                   

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WORLDWIDE EXPLORATION                                                           

Exploration activities were underway in several areas in which Exxon has no 
established production operations. A total of 40.0 million net acres were held  
at year-end, and 6.5 net exploration wells were completed during the year.      

Item 3. Legal Proceedings.                                                      

Refer to the relevant portions of Note 18 on page F23 of the accompanying   
financial section of the 1998 Annual Report to shareholders for information on  
legal proceedings.                                                              

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

None.                                                                       

----------------  

Executive Officers of the Registrant [pursuant to Instruction 3 to Regulation   
S-K, Item 401(b)].                                                              

                                                                [Download Table]

                     Age as of                                              
                     March 31,                                              
Name                   1999              Title (Held Office Since)          
----                 --------- ---------------------------------------------
                                                                            
L. R. Raymond.......     60    Chairman of the Board (1993)                 
R. Dahan............     57    Senior Vice President (1995)                 
H. J. Longwell......     57    Senior Vice President (1995)                 
R. E. Wilhelm.......     58    Senior Vice President (1990)                 
A. L. Condray.......     56    Vice President (1995)                        
D. D. Humphreys.....     51    Vice President and Controller (1997)         
C. W. Matthews......     54    Vice President and General Counsel (1995)    
S. R. McGill........     56    Vice President (1998)                        
J. T. McMillan......     62    Vice President (1997)                        
F. A. Risch.........     56    Vice President and Treasurer (1999)          
D. S. Sanders.......     59    Vice President (1999)                        
P. E. Sullivan......     55    Vice President and General Tax Counsel (1995)
J. L. Thompson......     59    Vice President (1991)                        
T. P. Townsend......     62    Vice President -- Investor Relations (1990)  
                                and Secretary (1995)                        

For at least the past five years, Messrs. Raymond, Wilhelm, Risch and       
Townsend have been employed as executives of the registrant. Mr. Raymond also   
holds the title of president.                                                   

The following executive officers of the registrant have also served as      
executives of the subsidiaries, affiliates or divisions of the registrant       
shown opposite their names during the five years preceding December 31, 1998.   

                                                                [Download Table]
                                                                             
Esso Benelux B.V. ..................... McGill                               
Esso Holding Company Holland Inc. ..... McGill                               
Esso Malaysia Berhad................... Humphreys                            
Esso Production Malaysia Inc. ......... Humphreys                            
Exxon Chemical Company................. Sanders                              
Exxon Coal and Minerals Company........ McMillan                             
Exxon Company, International........... Dahan and McGill                     
Exxon Company, U.S.A................... Condray, Longwell, Matthews, McMillan
                                         and Sullivan                        
Exxon Exploration Company.............. Thompson                             

Officers are generally elected by the Board of Directors at its meeting on  
the day of each annual election of directors, each such officer to serve until  
his or her successor has been elected and qualified.                            

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PART II 

Item 5. Market for Registrant's Common Stock and Related Shareholder Matters.   

Incorporated by reference to the quarterly information which appears on page
F4 of the accompanying financial section of the 1998 Annual Report to           
shareholders.                                                                   

In accordance with the registrant's 1997 Nonemployee Director Restricted    
Stock Plan, each incumbent nonemployee director (9 persons) was granted 600     
shares of restricted stock on January 1, 1999. These grants are exempt from     
registration under bonus stock interpretations such as the "no-action" letter   
to Pacific Telesis Group (June 30, 1992).                                       

Item 6. Selected Financial Data.                                                

Incorporated by reference to page F3 of the accompanying financial section  
of the 1998 Annual Report to shareholders.                                      

Item 7. Management's Discussion and Analysis of Financial Condition and         
Results of Operations.                                            

Incorporated by reference to pages F5 through F9 of the accompanying        
financial section of the 1998 Annual Report to shareholders.                    

Item 7A. Quantitative and Qualitative Disclosures About Market Risk.            

Incorporated by reference to the first through sixth paragraphs of the      
section entitled "Market Risks, Inflation, and Other Uncertainties" beginning   
on page F6 and to the tenth paragraph of the section entitled "Liquidity and    
Capital Resources" on page F8 of the accompanying financial section of the      
1998 Annual Report to shareholders. All statements other than historical        
information incorporated in this Item 7A are forward looking statements. The    
actual impact of future market changes could differ materially due to, among    
other things, factors discussed in this report.                                 

Item 8. Financial Statements and Supplementary Data.                            

Reference is made to the Index to Financial Statements on page 14 of this   
Annual Report on Form 10-K.                                                     

Item 9. Changes in and Disagreements with Accountants on Accounting and         
Financial Disclosure.                                             

None.                                                                       

PART III  

Item 10. Directors and Executive Officers of the Registrant.                    

Incorporated by reference to the sections entitled "Board of Directors      
Proposal: Election of Directors" and "Section 16(a) Beneficial Ownership        
Reporting Compliance" in Chapter Four of the registrant's definitive proxy      
statement for the 1999 annual meeting of shareholders (the "1999 Proxy          
Statement").                                                                    

Item 11. Executive Compensation.                                                

Incorporated by reference to the section entitled "Director Compensation"   
and the section entitled "Executive Compensation Tables" in Chapter Four of     
the registrant's 1999 Proxy Statement.                                          

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Item 12. Security Ownership of Certain Beneficial Owners and Management.        

Incorporated by reference to the section entitled "Director and Executive   
Officer Stock Ownership" in Chapter Four of the registrant's 1999 Proxy         
Statement.                                                                      

Item 13. Certain Relationships and Related Transactions.                        

None.                                                                       

PART IV 

Item 14. Exhibits, Financial Statement Schedules and Reports on Form 8-K.       

(a)(1) and (a) (2) Financial Statements:                                    
See Index to Financial Statements on page 14 of this Annual Report on   
Form 10-K.                                                              

(a)(3) Exhibits:                                                            
See Index to Exhibits on page 15 of this Annual Report on Form 10-K.    

(b)Reports on Form 8-K.                                                     
The registrant filed a Form 8-K dated December 1, 1998 concerning the   
announcement by Exxon Corporation and Mobil Corporation of the signing  
of an agreement to merge the two companies. Refer to the section        
entitled "Exxon and Mobil Merger Agreement" on page F6 of the           
accompanying financial section of the 1998 Annual Report to             
shareholders for further information regarding this announcement.       

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SIGNATURES  

Pursuant to the requirements of Section 13 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

                                By:       /s/ LEE R. RAYMOND
                                            ----------------------------------
                                            (Lee R. Raymond,
                                            Chairman of the Board)

Dated March 30, 1999                                                            

----------------  

POWER OF ATTORNEY 

Each person whose signature appears below constitutes and appoints Millie P.
Bradley, Richard E. Gutman and Brian A. Maher, and each of them, his or her     
true and lawful attorneys-in-fact and agents, with full power of substitution   
and resubstitution, for him or her and in his or her name, place and stead, in  
any and all capacities, to sign any and all amendments to this Annual Report    
on Form 10-K, and to file the same, with all exhibits thereto, and other        
documents in connection therewith, with the Securities and Exchange             
Commission, granting unto said attorneys-in-fact and agents, and each of them,  
full power and authority to do and perform each and every act and thing         
requisite and necessary to be done, as fully to all intents and purposes as he  
or she might or could do in person, hereby ratifying and confirming all that    
said attorneys-in-fact and agents or any of them, or their or his or her        
substitute or substitutes, may lawfully do or cause to be done by virtue        
hereof.                                                                         

----------------  

Pursuant to the requirements of the Securities Exchange Act of 1934, this   
report has been signed below by the following persons on behalf of the          
registrant and in the capacities and on the dates indicated.                    

                                                                [Download Table]
                                                                             
        /s/ LEE R. RAYMOND              Chairman of the Board  March 30, 1999
______________________________________   (Principal Executive                
           (Lee R. Raymond)                    Officer)                      

      /s/ MICHAEL J. BOSKIN                    Director        March 30, 1999
______________________________________                                       
         (Michael J. Boskin)                                                 

          /s/ RENE DAHAN                       Director        March 30, 1999
______________________________________                                       
             (Rene Dahan)                                                    


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                                                                [Download Table]
                                                                             
       /s/ WILLIAM T. ESREY                    Director        March 30, 1999
______________________________________                                       
          (William T. Esrey)                                                 

           /s/ JESS HAY                        Director        March 30, 1999
______________________________________                                       
              (Jess Hay)                                                     

      /s/ JAMES R. HOUGHTON                    Director        March 30, 1999
______________________________________                                       
         (James R. Houghton)                                                 

      /s/ WILLIAM R. HOWELL                    Director        March 30, 1999
______________________________________                                       
         (William R. Howell)                                                 

      /s/ REATHA CLARK KING                    Director        March 30, 1999
______________________________________                                       
         (Reatha Clark King)                                                 

     /s/ PHILIP E. LIPPINCOTT                  Director        March 30, 1999
______________________________________                                       
        (Philip E. Lippincott)                                               

      /s/ HARRY J. LONGWELL                    Director        March 30, 1999
______________________________________                                       
         (Harry J. Longwell)                                                 

    /s/ MARILYN CARLSON NELSON                 Director        March 30, 1999
______________________________________                                       
       (Marilyn Carlson Nelson)                                              

      /s/ WALTER V. SHIPLEY                    Director        March 30, 1999
______________________________________                                       
         (Walter V. Shipley)                                                 

      /s/ ROBERT E. WILHELM                    Director        March 30, 1999
______________________________________                                       
         (Robert E. Wilhelm)                                                 

     /s/ DONALD D. HUMPHREYS            Controller (Principal  March 30, 1999
______________________________________   Accounting Officer)                 
        (Donald D. Humphreys)                                                

        /s/ FRANK A. RISCH               Treasurer (Principal  March 30, 1999
______________________________________    Financial Officer)                 
           (Frank A. Risch)                                                  

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INDEX TO FINANCIAL STATEMENTS 

The consolidated financial statements, together with the report thereon of  
PricewaterhouseCoopers LLP dated February 24, 1999, appearing on pages F10 to   
F25; the Quarterly Information appearing on page F4; and the Supplemental       
Information on Oil and Gas Exploration and Production Activities appearing on   
pages F26 to F30 of the accompanying financial section of the 1998 Annual       
Report to shareholders are incorporated in this Annual Report on Form 10-K as   
Exhibit 13. With the exception of the aforementioned information, no other      
data appearing in the accompanying financial section of the 1998 Annual Report  
to shareholders is deemed to be filed as part of this Annual Report on Form     
10-K under Item 8. Consolidated Financial Statement Schedules have been         
omitted because they are not applicable or the required information is shown    
in the consolidated financial statements or notes thereto.                      

CONSENT OF INDEPENDENT ACCOUNTANTS  

We hereby consent to the incorporation by reference in the following        
Prospectuses constituting part of the Registration Statements on:               

                                                                [Download Table]
                                                                                   
Form S-3 (Nos. 333-27489  --Exxon Corporation Shareholder Investment Program;      
      and 33-60677)                                                                
Form S-3 (No. 33-48919)   --Guaranteed Debt Securities and Warrants to Purchase    
                           Guaranteed Debt Securities of Exxon Capital Corporation;
Form S-3 (No. 33-8922)    --Guaranteed Debt Securities of SeaRiver Maritime        
                           Financial Holdings, Inc. (formerly Exxon Shipping       
                           Company)                                                

and we hereby consent to the incorporation by reference in the Registration     
Statements on:                                                                  

                                                                [Download Table]
                                                                                 
Form S-8 (Nos. 333-38917  --1993 Incentive Program of Exxon Corporation (together
      and 33-51107)        with 1988 Long Term Incentive Plan of Exxon           
                           Corporation);                                         
Form S-8 (No. 333-72955)  --Thrift Plans of Exxon Corporation and Participating  
                           Affiliated Employers                                  

of our report dated February 24, 1999 appearing on page F10 of the              
accompanying financial section of the 1998 Annual Report to shareholders of     
Exxon Corporation which is incorporated as Exhibit 13 in this Annual Report on  
Form 10-K.                                                                      

PricewaterhouseCoopers LLP                                                      

Dallas, Texas                                                                   
March 30, 1999                                                                  

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INDEX TO EXHIBITS 

                                                                [Download Table]
                                                                              
3(i).         Registrant's Restated Certificate of Incorporation, as          
               restated March 17, 1997 (incorporated by reference to          
               Exhibit 3(i) to the registrant's Quarterly Report on Form      
               10-Q for the quarter ended March 31, 1997).                    
3(ii).        Registrant's By-Laws, as revised to January 31, 1996            
               (incorporated by reference to Exhibit 3(ii) to the             
               registrant's Annual Report on Form 10-K for 1995).             
10(iii)(a).   Registrant's 1993 Incentive Program, as amended                 
               (incorporated by reference to Exhibit 10(iii)(a) to the        
               registrant's Quarterly Report on Form 10-Q for the             
               quarter ended June 30, 1997).*                                 
10(iii)(b).   Registrant's Plan for Deferral of Nonemployee Director          
               Compensation and Fees, as amended.*                            
10(iii)(c).   Registrant's Restricted Stock Plan for Nonemployee              
               Directors, as amended (incorporated by reference to            
               Exhibit 10(iii)(c) to the registrant's Annual Report on        
               Form 10-K for 1996).*                                          
10(iii)(d).   Supplemental life insurance (incorporated by reference to       
               Exhibit 10(iii)(d) to the registrant's Annual Report on        
               Form 10-K for 1997).*                                          
10(iii)(e).   Registrant's Short Term Incentive Program, as amended           
               (incorporated by reference to Exhibit 10(iii)(e) to the        
               registrant's Quarterly Report on Form 10-Q for the             
               quarter ended June 30, 1997).*                                 
10(iii)(f).   Registrant's 1997 Nonemployee Director Restricted Stock         
               Plan (incorporated by reference to Exhibit 10(iii)(f) to       
               the registrant's Annual Report on Form 10-K for 1996).*        
12.           Computation of ratio of earnings to fixed charges.              
13.           Pages F1 and F3 through F31 of the Financial Section of         
               the registrant's 1998 Annual Report to shareholders.           
21.           Subsidiaries of the registrant.                                 
23.           Consent of Independent Accountants (contained on page 14        
               of this Annual Report on Form 10-K).                           
27.1          Financial Data Schedule (included only in the electronic        
               filing of this document).                                      
27.2          Restated Financial Data Schedules (included only in the         
               electronic filing of this document. Restated 1998 interim      
               periods to reflect adoption in the fourth quarter of 1998      
               of the American Institute of Certified Public                  
               Accountants' Statement of Position 98-5, "Reporting on         
               the Costs of Start-up Activities", effective as of             
               January 1, 1998, and the de-consolidation in the fourth        
               quarter of 1998 of majority owned power segment companies      
               retroactive to January 1, 1998 in compliance with              
               Financial Accounting Standards Board Emerging Issues Task      
               Force ruling on Issue No. 96-16).                              

--------                                                                        
* Compensatory plan or arrangement required to be identified pursuant to Item   
14(a)(3) of this Annual Report on Form 10-K.                                

The registrant has not filed with this report copies of the instruments     
defining the rights of holders of long-term debt of the registrant and its      
subsidiaries for which consolidated or unconsolidated financial statements are  
required to be filed. The registrant agrees to furnish a copy of any such       
instrument to the Securities and Exchange Commission upon request.              

15  

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘10-K’ Filing		Date		First		Last			Other Filings
		10/1/11		1
		7/1/05		1					4,  8-K
Corrected on:		4/5/99							S-4
Filed on:		3/30/99		14		16
		2/26/99		1
		2/24/99		16
		1/1/99		12
For Period End:		12/31/98		1		11
		12/1/98		3		13			3,  8-K
		9/1/98		7
		1/1/98		17
		6/30/97		17					10-Q
		3/31/97		17					10-Q
		3/17/97		17
		1/31/96		17
		6/30/92		12
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