SEC Division of Corporation Finance no-action letter: Exxon Mobil Corp.

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Securities Act of 1933 Section 3(a)(9)

No Action, Interpretive and/or Exemptive Letter:

June 28, 2002

Response of the Office of Chief Counsel Division of Corporation Finance

Re:

Exxon Mobil Corporation Incoming Letter dated June 28, 2002

On the basis of the facts presented, this Division will not recommend any enforcement action to the Commission if, as described in your letter (1) Exxon Mobil does not register, under the Securities Act of 1933 ("Securities Act"), its execution of the Guarantee to holders of the Old Mobil Debentures in reliance upon your opinion as counsel that such registration is not required; (2) neither Exxon Mobil nor Mobil qualifies the Supplemental Indenture with respect to the Guarantee under the Trust Indenture Act of 1939, in reliance upon your opinion as counsel that such qualification is not required, and (3) Mobil and Exxon Mobil, in reliance upon your opinion as counsel that the exemption provided by Section 3(a)(9) of the Securities Act is available, issue New Mobil Debentures with related guarantees and cash payment in exchange for Old Mobil Debentures with related guarantees without registration under the Securities Act. In reaching these positions, we particularly note your representations that, under the terms of the Indenture, no consent or vote of the holders of the Old Mobil Debentures is required for the company to execute the Guarantee and related Supplemental Indenture and the holders of the Old Mobil Debentures will not pay any consideration or give up any rights in connection with the issuance of the Guarantee and related Supplemental Indenture. We also note your representations that communications with security holders will not constitute "soliciting such exchange" within the statute's meaning. You have not asked and we therefore do not address the application of Rule 12h-5 to Exxon Mobile's Exchange Act reporting obligations and appropriate financial statement presentation. This position is based on the representation made to the Division in your letter. Different facts or conditions might require a different result. This letter expresses the Division's position on enforcement action only. It does not express a legal opinion on the questions presented. Sincerely, Carol McGee, Special Counsel