Company Name:  Exxon Mobil
Public Availability Date: January 3, 2008

Document Sections:

INQUIRY LETTER
INQUIRY LETTER
APPENDIX
STAFF REPLY LETTER

[INQUIRY LETTER]

December 11, 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 Director Qualifications

Gentlemen and Ladies:

Enclosed as Exhibit 1 are copies of correspondence between Sydney K. Kay and Exxon Mobil Corporation regarding a shareholder proposal for ExxonMobil's upcoming 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.

Proposal is beyond the company's power to implement.

The proposal seeks to apply stock ownership and other qualifications for nominees to the Board of Directors.

The proposal is beyond the power of the company to implement. First, the proposal seeks to apply specific qualification standards to "ALL nominees" [emphasis in original], not just the Board's own nominees. Any shareholder has the ability to nominate a candidate for election as a director of the company and to conduct a proxy solicitation on behalf of that candidate. While the Board could in theory choose to apply the proponent's desired qualification standards to the Board's own nominees, the Board does not have the power to ensure that no other shareholder would nominate or solicit proxies on behalf of a candidate who did not meet the standards of the proposal. In addition, even if the Board has the authority to ensure that the Board's own candidates meet the requested standard at the time of first nomination, the Board does not have the ability to ensure that such directors continue to satisfy the requested standard continuously at all times in the future. For example, a nominee or director could subsequently cease to meet the requested standards as a result of events outside the control of the company, such as a change in the portfolio holdings of an institutional investor or a change in the company's stock price. The proposal does not contain any opportunity or mechanism to cure such a violation of the requested standard. Accordingly, the proposal is beyond the power of the company to implement and may be omitted from our proxy material under Rule 14-8(i)(6).

The proposal is analogous to a number of recent proposals excluded under Rule 14a-8(i)(6). 3M Company (available March 19, 2007) involved a proposal requiring four of the nine members of the company's Board of Directors to be current or former employees of the company. The staff concurred in the omission of the proposal under Rule 14a-8(i)(6), noting that "it does not appear to be within the board's power to ensure that individuals meeting the specified criteria would be elected as directors." See also First Hartford Corporation (available October 15, 2007) (proposal to require that a majority of the Board shall be independent at all times excluded under Rule 14a-8(i)(6)) and Exxon Mobil Corporation (available March 13, 2005) (proposal requiring that an independent director serve as chairman excluded under Rule 14a- 8(i)(6)). See also Staff Legal Bulletin No. 14C (June 28, 2005), Question C, in which the staff explains that it will permit the exclusion under Rule 14a-8(i)(6) of proposals that seek to impose independence standards on directors but do not provide the board with an opportunity or mechanism to cure a violation of the requested standard.

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 Dr. Kay.

Sincerely,

/s/

James Earl Parsons

JEP/jep

Enclosures

cc - w/enc:

Sydney K. Kay, Ph.D.
5718 Harvest Hill Road
Dallas, TX 75230-1253

[INQUIRY LETTER]

1 October 2007

Mr. Henry H. Hubble, Secretary
Exxon Mobil Corporation
5959 Las Colinas Boulevard
Irving, TX 75039-2298

Dear Mr. Hubble:

I am submitting a Proposal, "Qualifications for Director Nominees", for Exxon Mobil's 2008 Annual Meeting.

I have continuously owned at least $2,000 in market value of Exxon Mobil's common stock for at least one year by the date I submitted this Proposal, and I intend to continue ownership of the shares through the date of the 2008 Annual Meeting....and beyond.

Sincerely,

/s/

Sydney K. Kay, Ph.D.

[APPENDIX]

WHEREAS Most Director nominees come from businesses totally unrelated to the corporation to which they have been nominated.

WHEREAS It is known, throughout the financial industry, that Chairmen and CEOs have the power to appoint their own Boards of Directors. John Kenneth Galbraith, the renown economist, said it bluntly: "Senior Executives in the great corporations of this country set their own salaries.....and stock option deals...subject to the approval of the Board of Directors that they have appointed. Not surprisingly, the Directors go along." (The Dallas Morning News, 1-16-2000, p. 1/10E);

WHEREAS Most corporate Boards in the United States consist of present or past Chairmen and/or CEOs and Presidents of other corporations who, back home, have or had the power to nominate their own Boards of Directors;

WHEREAS Directors, nominated in such a fashion, have been called "Puppets." by the author of this Proposal; "Flunkies" by David Broder of The Washington Post, and "Rubber-Stampers" by Steve Hamm of Business Week;

WHEREAS Paul Volcher, former Chairman of the Federal Reserve Board, said, "Stock options have been the principal source of egregious excesses in executive compensation over the past decade without exception." (Nightly Business Report, PBS, 9-17-2002)

WHEREAS Arthur Levitt, past Chairman of the Securities and Exchange Commission, said, "I spoke time and time again of the failure of the Board of Directors to do anything but act like absolute lambs in the face of their management companies." (Wall Street Week with Fortune, 11-8-2003, PBS-TV)

WHEREAS Sir J. E.E. Dalberg said, "Power tends to corrupt and absolute power corrupts absolutely";

WHEREAS ALL the non-employee Directors, COMBINED, often do not own enough shares in the corporations to which they have been nominated to have genuine feelings of fiduciary responsibility to its shareholders. Their allegiance tends to be directed to the Chairmen or CEOs who appointed them, as revealed in the enormously distorted Compensation Packages awarded to these Principal Executives that are often totally unrelated to corporate Performance as measured by the "Net Income" reported to the SEC and recorded in the Annual Report.

WHEREAS Salaried employees shall NOT qualify as Director Nominees: Their presence on the Board corrupts and destroys its function as a truly and totally independent executive governance body.

WHEREAS To have a truly and totally independent executive governance Board of Directors the nominees must come from sources over which Chairmen, Presidents, CEOs, and the other Principal Corporative Executives have no input or control whatsoever;

THEREFORE, IT is RECOMMENDED that, to return ethics to the selection process, beginning with the 2009 Annual Meeting of the shareholders, to qualify for nomination to the Board of Directors ALL nominees shall be:

1. Individual Investors who shall, for at least the past three (3) years, have been, and currently are, the sole owner of at least three million dollars ($3,000,000) of the corporation's shares, and/or:

2. Individuals representing Mutual, Pension, State Treasuries of Teacher, Labor or Employee Funds, Foundations or Brokerages holding at least five million (5,000,000) voting shares in the corporation to which they stand for nomination.

[STAFF REPLY LETTER]

January 3, 2008

Response of the Office of Chief Counsel Division of Corporation Finance

Re: Exxon Mobil Corporation Incoming letter dated December 11, 2007

The proposal recommends that the selection process be changed to require that all nominees for director of the company be individuals who shall, for at least the past three years, have been, and currently are, the sole owner of at least three million dollars of company shares and/or individuals representing mutual, pension, state treasury funds, foundations or brokerages holding at least five million voting shares in the company.

We are unable to concur in your view that ExxonMobil may exclude the proposal under rule 14a-8(i)(6). Accordingly, we do not believe that ExxonMobil may omit the proposal from its proxy materials in reliance on rule 14a-8(i)(6).

Sincerely,

/s/

Song Brandon
Attorney-Adviser