8-K

                              
                              
             SECURITIES AND EXCHANGE COMMISSION
                   Washington, D.C.  20549

                          FORM 8-K

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



Date  of  Report (Date of earliest event reported)  December 31, 1998


                        BP AMOCO CORPORATION
        (Exact name of registrant as specified in its charter)



        Indiana                  1-170-2          36-1812780
(State or other jurisdiction  (Commission     (IRS Employer
 of incorporation)             File Number)   Identification No.)



200 East Randolph Drive, Chicago, Illinois             60601
Address  of  principal executive offices)            (Zip Code)



Registrant's telephone number, including area code (312) 856-6111


                      Amoco Corporation
   (Former  name  or former address, if changed since last report).



INFORMATION TO BE INCLUDED IN THE REPORT

Item 1.  Change in Control of Registrant

Effective December 31, 1998, upon consummation of the merger
of  Amoco  Corporation ("Amoco") and The  British  Petroleum
Company  p.l.c.  ("BP"), Eagle Holdings,  Inc.,  an  Indiana
corporation  and wholly owned subsidiary of  BP  was  merged
with  and into Amoco, with Amoco continuing as the surviving
corporation. The Registrant was renamed BP Amoco Corporation
and became a direct wholly owned subsidiary of BP, which was
renamed BP Amoco p.l.c. ("BP Amoco").

Item 4.  Changes in Registrant's Certifying Accountant

(a)  Previous independent accountants

(i)  Effective December 31, 1998, and in connection with the
consummation  of  the  merger  of  the  Registrant  and  BP,
PricewaterhouseCoopers     LLP    ("PricewaterhouseCoopers")
resigned as the Registrant's independent accountants.

(ii)  The reports of PricewaterhouseCoopers on the financial
statements  of the Registrant for the past two fiscal  years
contained  no adverse opinion or disclaimer of  opinion  and
were  not  qualified  or modified as to  uncertainty,  audit
scope or accounting principles.

(iii)      In  connection with its audits for the  two  most
recent  fiscal  years and through December 31,  1998,  there
have  been  no disagreements with PricewaterhouseCoopers  on
any  matter of accounting principles or practices, financial
statement disclosure, or auditing scope or procedure,  which
disagreements,  if  not  resolved  to  the  satisfaction  of
PricewaterhouseCoopers,  would  have  caused  them  to  make
reference   thereto  in  their  report  on   the   financial
statements for such years.

(iv)  During  the two most recent fiscal years  and  through
December 31, 1998, there have been no reportable events  (as
defined in Regulation S-K Item 304(a)(l)(v)).

(v)   On  December 31, 1998, the Registrant  requested  that
PricewaterhouseCoopers furnish it with a letter addressed to
the  Securities and Exchange Commission stating  whether  or
not  PricewaterhouseCoopers agrees with  the  statements  in
this Item 4(a).
A  copy of such letter dated January 4, 1999, is filed  as
Exhibit 16 to this Form 8-K.

(b)  New independent accountants

In  connection  with  the consummation of  the  merger,  the
Registrant  engaged  Ernst & Young LLP  as  its  independent
accountants  to  examine  and report  on  the  Registrants's
financial statements at and for the year ended December  31,
1998.  The  engagement of Ernst & Young LLP was reviewed  by
the  Audit  Committee of the Registrant's Board of Directors
and  is  effective December 31, 1998. Prior to  the  merger,
Ernst  & Young were the independent accountants for  BP  and
subsequent   to  the  merger  Ernst  &  Young   remain   the
independent accountants of BP Amoco.



Item   7.     Financial  Statements,  Pro  Forma   Financial
Information and Exhibits

(a)  Financial Statements of Business Acquired

Not applicable

(b)  Pro Forma Financial Information

Not applicable

(c)  Exhibits

Exhibit  16       Letter  from  PricewaterhouseCoopers   LLP
pursuant to item 304 of Regulation S-K.


                          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  hereunto  duly
authorized.



                                BP AMOCO CORPORATION
                                      (Registrant)




Date: January 7, 1999         JOHN L. CARL
                              John L. Carl
                              Executive Vice President
                              (Duly Authorized and Chief
                               Financial Officer)

EX-16

                                              Exhibit 16
[LOGO]
                              PricewaterhouseCoopers LLP
                              200 East Randolph Drive
                              Chicago IL 60601
                              Telephone (312) 540 1500



January 4, 1999


Securities and Exchange Commission
450 Fifth Street N.W.
Washington, D.C. 20549


Ladies and Gentlemen:

We have read Item 4 of BP Amoco Corporation's Form 8-K dated
December 31, 1998 and are in agreement with the statements
contained in paragraph 4 (a) therein.

Yours very truly,


/s/ PricewaterhouseCoopers LLP