EXHIBIT 23(b)
 
                       CONSENT OF INDEPENDENT ACCOUNTANTS
 
     We hereby  consent to  the  incorporation by  reference in  the  Prospectus
constituting  part  of this  Registration Statement  on Form  S-3 for  the Exxon
Corporation Shareholder Investment Program of our report dated February 22, 1995
on the consolidated financial statements of Exxon Corporation, which appears  on
page  F11 of the 1994 Annual Report  to Shareholders of Exxon Corporation, which
is incorporated by reference in Exxon  Corporation's Annual Report on Form  10-K
for  the year ended  December 31, 1994. We  also consent to  the reference to us
under the heading 'Experts' in such Prospectus.
PRICE WATERHOUSE LLP
Dallas, Texas
June 28, 1995