Company Name: Exxon Mobil Corp.
Public Availability Date: December 20, 2007

Document Sections:

INQUIRY LETTER
APPENDIX
STAFF REPLY LETTER

[INQUIRY LETTER]

November 28, 2007

VIA Network Courier

U. S. Securities and Exchange Commission
Division of Corporation Finance
Office of Chief Counsel
100 F Street, NE
Washington, D.C. 20549

RE: Securities Exchange Act of 1934Section 14(a); Rule 14a-8

Omission of Shareholder Proposal Regarding Management Compensation

Gentlemen and Ladies:

Enclosed as Exhibit 1 are copies of correspondence between Robert D. Morse and Exxon Mobil Corporation regarding a shareholder proposal for ExxonMobil's 2008 annual meeting. We intend to omit the proposal from our proxy material for the meeting for the reasons explained below. To the extent this letter raises legal issues, it is my opinion as counsel for ExxonMobil.

Proponent failed to attend last annual meeting or appoint a representative to present proposal.

The proponent submitted a proposal that was included in ExxonMobil's proxy material for the 2007 annual meeting (Exhibit 2). However, neither the proponent nor his qualified representative attended the 2007 meeting to present the proposal. The reasons stated by the proponent for non-attendance (see Exhibit 1) relate to cost and inconvenience, matters which have not been held to constitute "good cause" for failing either to attend or to appoint a qualified representative to present a proposal. See Exxon Mobil Corporation (available December 14, 2004) (proposal submitted by same proponent excluded where proponent failed to attend or appoint a representative to present proposal at prior annual meeting; similar reasons given by proponent for non-attendance). Accordingly, the proposal submitted by the proponent for ExxonMobil's 2008 annual meeting may be excluded from our proxy material under Rule 14a-8(h).

In light of this proponent's prior record (discussed in more detail below), we respectfully ask the staff also to confirm that the staff's response will apply to any future submissions by the same proponent to ExxonMobil with respect to the 2009 annual meeting. We affirm that, if a proposal is omitted from our 2009 proxy material on this basis, the company will provide notice to the staff. See ExxonMobil (cited above) (proponent failed to attend or appoint representative for 2004 annual meeting; staff concurred that response allowing exclusion of proposal for 2005 annual meeting would also apply to submissions by same proponent for 2006 annual meeting).

Request for additional relief.

In light of the particular prior record of this proponent, we also believe it would be appropriate for the staff to grant additional relief. Specifically, we ask the staff to concur that future proposals submitted by the proponent may be omitted from the company's proxy material for an additional period of at least five years after expiration of the two-year period provided under Rule 14a-8(h).

Set forth below is a summary of the proponent's actions during the past several proxy seasons:

2004 Annual Meeting: The proponent submitted a proposal that was included in ExxonMobil's proxy material. The proponent failed to attend the meeting or appoint a representative to present the proposal.

2005 Annual Meeting: The proponent submitted a proposal. ExxonMobil advised the proponent that the proposal was excludable on the basis of the proponent's prior non-attendance, but the proponent refused to withdraw the proposal. ExxonMobil submitted a no-action request and the staff concurred that the proposal could be excluded from the 2005 proxy material under Rule 14a-8(h).

2006 Annual Meeting: Despite having received copies of the staff's response permitting exclusion of any proposal submitted by the proponent for the 2006 annual meeting, the proponent submitted a proposal. ExxonMobil excluded the proposal and gave notice of the exclusion to the staff.

2007 Annual Meeting: The proponent submitted a proposal. In telephone conversations with ExxonMobil staff, the proponent indicated that he would not attend the meeting and did not expect to obtain a representative. ExxonMobil advised the staff of this conversation and, in Exxon Mobil Corporation (available March 23, 2007), the staff concurred that ExxonMobil could exclude the proposal under Rule 14a-8(h). Subsequently, the proponent submitted a letter to ExxonMobil and the SEC staff denying his prior statements to ExxonMobil staff and affirming that he did intend to appoint a representative to attend the meeting. On the basis of these representations by the proponent, the staff reconsidered its prior guidance and declined to concur in ExxonMobil's request to exclude the proposal. Accordingly, ExxonMobil included the proposal in the proxy material for the 2007 annual meeting. The proponent did not attend the meeting or appoint a representative.

2008 Annual Meeting: As discussed above, the proponent has again submitted a proposal. ExxonMobil again advised the proponent that the proposal was excludable on the basis of non-attendance last year. The proponent again refused to withdraw the proposal.

We believe the history summarized above demonstrates a willful disregard of the proxy rules by this proponent. As the proponent makes clear in his correspondence, he does not agree with the attendance requirement contained in Rule 14a-8, and therefore disregards it. Moreover, we believe the proponent made false statements to both the company and the SEC staff last year in order to convince the staff to reverse its position and allow the proponent's proposal to be included in ExxonMobil's proxy material. As noted above, notwithstanding the proponent's last-minute representations, the proponent did not attend the 2007 meeting, and we are aware of no effort on the proponent's behalf to secure a representative for the meeting.1

We do not believe the usual two-year exclusion is sufficient for this proponent in light of his record of repeated disregard for the proxy rules. Therefore, we respectfully request the staff's concurrence in the exclusion of this proponent's submissions from the proxy material for ExxonMobil annual meetings for at least another five years after the 2009 annual meeting.

If you have any questions or require additional information, please contact me directly at 972-444-1478. In my absence, please contact Lisa K. Bork at 972-444-1473.

Please file-stamp the enclosed copy of this letter and return it to me in the enclosed self-addressed postage-paid envelope. In accordance with SEC rules, I also enclose five additional copies of this letter and the enclosures. A copy of this letter and the enclosures is being sent to Mr. Morse.

Sincerely,

/s/

James Earl Parsons

JEP/jep

Enclosures

cc - w/enc:

Mr. Robert D. Morse
212 Highland Avenue
Moorestown, NJ 08957-2717

-----FOOTNOTES-----

1 In his letter of September 27, 2007, included in Exhibit 1, the proponent states he will "try to be represented at the meeting by an alternate selection, if any become known to me." [cmphasis added].

[APPENDIX]

Robert D. Morse
212 Highland Ave.
Moorestown, NJ 08957-2717
Ph: 856 235 1711

August 30, 2007

PROPOSAL

I, Robert D. Morse, of 212 Highland Avenue, Moorestown, NJ 08057-2717, owner of $2000.00 or more of Exxon Mobil Corporation stock, held for a year, request the Board of Directors to take action regarding remuneration to any of the top five persons named in Management be limited to $500,000.00 per year, by salary only, plus any nominal perks (i.e.; company car use, club memberships] This program is to be applied after any existing programs now in force for cash, options, bonuses, SAR's, etc., plus discontinue, if any, severance contracts, in effect, are completed, which I consider part of remuneration programs.

This proposal does not affect any other personnel in the company and their remuneration programs

REASONS

Ever since about Year 1975, when "Against" was removed from "Vote for Directors" box, and no other on the Proxy Vote, and the term "Plurality" voting was contrived, shareowners have lost the "Right of Dissent", which is unconstitutional. No reason given, but the result has been that any Management nominee for Director was elected, even if only one "For" vote was received. This is because "Abstain" and "Withheld" are not deducted from "For". In response, Directors have awarded remuneration to those whom nominated them, to the point of being excessive and still escalating. Millions of dollars of shareowners assets are diverted for the five top Management, year after year, until their retirement or they "Jump Ship" for another company's offer. It is seldom proven to have been "earned" by their efforts, rather than the product or services.

The limit of one half million dollars in remuneration is far above that needed to enjoy an elegant lifestyle. These funds might better be applied to dividends. The savings in elimination of personnel needed to process all previous programs could be tremendous. Plus savings on lengthy pages reporting the process in the Report, a help for the National Paperwork Reduction Act.

This can all be accomplished by having Directors eliminate all Rights, Options, S.A.R.'s, retirement and severance, etc. programs, relying on $500.000.00 to be adequate, and Management buying their own stock and retirement programs, if desired.

It is commendable that AT&T, ExxonMobil, Ford Motor [1\st/], perhaps others, have already returned "Against" as requested.

Thank you, and please vote "YES" for this Proposal. It is for Your benefit!

Robert D. Morse

/s/

[STAFF REPLY LETTER]

December 20, 2007

Response of the Office of Chief Counsel
Division of Corporation Finance

Re: Exxon Mobil Corporation

Incoming letter dated November 28, 2007

The proposal relates to compensation.

There appears to be some basis for your view that ExxonMobil may exclude the proposal under rule 14a-8(h)(3). We note your representation that ExxonMobil included the proponent's proposal in its proxy statement for its 2007 annual meeting, but that neither the proponent nor his representative appeared to present the proposal at this meeting. Moreover, the proponent has not stated a "good cause" for the failure to appear. Under the circumstances, we will not recommend enforcement action to the Commission if ExxonMobil omits the proposal from its proxy materials in reliance on rule 14a-8(h)(3). This response will also apply to any future submissions to ExxonMobil by the same proponent with respect to an annual meeting held during calendar year 2009.

Sincerely,

/s/

Gregory Belliston
Special Counsel