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Office of the Secretary

UNITED STATES OF AMERICA
FEDERAL TRADE COMMISSION
WASHINGTON, D.C. 20580

March 22, 2000

Charles F. Rule, Esquire
Covington & Burling
1201 Pennsylvania Avenue, N.W.
Washington, D.C. 20004

Re: Exxon Corporation and Mobil Corporation,
File No. 991-0077; FTC Docket No. C-3907

Dear Mr. Rule:

This is in reference to the Application for Approval of Proposed Assignments ("Application"), dated January 31, 2000, and filed by Exxon Mobil Corporation ("Exxon Mobil"). Pursuant to the proposed order in File No. 991-0077, Exxon Mobil requests prior Commission approval of the manner of its assignments to Petroleum Wholesalers, Inc.

After consideration of Exxon Mobil's Application and other available information, the Commission has determined to approve the manner of the proposed divestiture and the proposed assignment as set forth in Exxon Mobil's Application. In according its approval, the Commission has relied upon the information submitted and the representations made in connection with Exxon Mobil's Application and has assumed them to be accurate and complete.

By direction of the Commission.

Donald S. Clark
Secretary

cc: Ralph K. Miller, Esquire
Chamberlain, Hrdlicka, White, Williams & Martin
1200 Smith Street Suite 1400
Houston, TX 77002