SECURITIES AND EXCHANGE COMMISSION

                          Washington, D.C.  20549

                                                


                                 FORM 8-K


     
                         CURRENT REPORT
     
             PURSUANT TO SECTION 13 OR 15(d) OF THE
     
               SECURITIES AND EXCHANGE ACT OF 1934
     
     
     
        Date of Report (Date of earliest event reported)
                         AUGUST 2, 1995
     
     
                       ORYX ENERGY COMPANY                 
     (Exact name of registrant as specified in its charter)
     
     
                               DELAWARE                          

 (State or other jurisdiction of incorporation or organization)
     
     
                             1-10053        
                    (Commission File Number)
     
     
                            23-1743284            
              (IRS Employer Identification Number)
     
     
                13155 NOEL ROAD, DALLAS, TEXAS  75240-5067       
     (Address of principal executive offices, including zip code)
     
     
                          (214) 715-4000                  
      (Registrant's telephone number, including area code)
          <PAGE>
Item 2.   Acquisition or Disposition of Assets.

On July 18, 1995, Oryx Energy Company (Company) completed the
sale, effective July 1, 1995, of all of its assets in the Alba
field in the U.K. North Sea for cash consideration of $270
million.  The sale of the Company's
assets in the Alba field is part of a series of related asset
dispositions which the Company has entered into in 1995 for the
purpose of using the associated net proceeds to reduce
outstanding indebtedness.  In addition to the sale of the Alba
field assets, the Company has completed sales of certain U.S. oil
and gas producing assets and all of its assets in Indonesia and
Gabon.  The sale of the U.S. assets occurred throughout the six
month period which ended on June 30, 1995 and generated cash
proceeds of $76 million; the sale of the
Indonesian assets occurred effective May 18, 1995 for cash
proceeds of $67 million; and, the sale of the Gabon assets
occurred effective January 1, 1995 for cash proceeds of $2
million. The above described asset sales were made to
unaffiliated parties at negotiated fair values. 


Item 7.   Financial Statements, Pro Forma Financial Information
and Exhibits.
      
Listed below are the pro forma financial information and exhibit
filed as parts of this report:

     Introduction

     Pro Forma Condensed Consolidated Statement of Income for the
        Year Ended December 31, 1994.

     Pro Forma Condensed Consolidated Statement of Income for the
        Six Months Ended June 30, 1995.

     Pro Forma Condensed Consolidated Balance Sheet as of 
        December 31, 1994.

     Pro Forma Condensed Consolidated Balance Sheet as of 
        June 30, 1995.

     Notes to Pro Forma Condensed Financial Statements
<PAGE>
INTRODUCTION

In January 1995, the Company announced plans to reduce debt by
$400 million by year-end 1995 primarily though the application of
proceeds from the sale of certain oil and gas producing assets. 
The Company has completed sales of certain U.S. oil and gas
producing assets, all of its assets in Indonesia and Gabon and
all of its assets in the Alba field in the U.K. North Sea for
total cash proceeds of $415 million, all of which have been
applied to reduce the Company's debt.

The accompanying condensed pro forma statements of income and 
balance sheets are intended to provide investors with
information about the impact of the asset sales by adjusting the
Company's historical statements of income, as if the related
transactions described above had been completed on January 1,
1994 and adjusting the historical balance sheets as if the
related transactions had occurred on the
respective balance sheet dates. 

Among other matters, in preparing the accompanying pro forma
information, no pro forma adjustments to the historical amounts
have been made for changes
in business conditions, including but not limited to changes in
oil and gas prices, that have occurred since such periods.
<PAGE>
                       ORYX ENERGY COMPANY
     Pro Forma Condensed Consolidated Statement of Income 
             For The Year Ended December 31, 1994
                            (Unaudited)


                                     (Millions of Dollars)
                                As        Pro Forma         As   
                             Reported    Adjustments     Adjusted
                             --------    -----------     --------
REVENUES
  Oil and gas                 $1,082      $ (159)(b)      $  923 
  Other-net                      (10)          -             (10)
                              -------     -------         -------
                               1,072        (159)            913 
                              -------     -------         -------

COSTS AND EXPENSES
  Operating costs                374         (47)(b)         327 
  Production taxes               112         (40)(b)          72 
  Exploration costs              104         (17)(b)          87 
  Depreciation, depletion and 
    amortization                 271         (30)(b)         241 
  General and administrative 
    expense                       68           -              68 
  Interest and debt expense      162         (38)(c)         124 
  Interest capitalized           (11)          -             (11)
  Provision for restructuring     92           -              92 
                              -------     -------         -------
                               1,172        (172)          1,000 
                              -------     -------         -------
Income (loss) before 
  extraordinary item, 
  cumulative effect of 
  accounting change and 
  provision (benefit) for 
  income taxes                  (100)         13             (87)
  Provision (benefit) for 
    income taxes                 (35)          1 (d)         (34)
                              -------     -------         -------
Income (loss) before 
  extraordinary item and 
  cumulative effect of 
  accounting change           $  (65)     $   12          $  (53)
                              =======     =======         =======


      (See accompanying Notes to Pro Forma Financial Statements)
<PAGE>
                              ORYX ENERGY COMPANY
           Pro Forma Condensed Consolidated Statement of Income 
                   For The Six Months Ended June 30, 1995
                                  (Unaudited)

                                    (Millions of Dollars)
                                As        Pro Forma         As 
                             Reported    Adjustments     Adjusted
                             --------    -----------     --------
REVENUES
  Oil and gas                 $  571      $  (76)(b)      $  495 
  Other-net                        7         (19)(b)         (12)
                              -------     -------         -------
                                 578         (95)            483 
                              -------     -------         -------

COSTS AND EXPENSES
  Operating costs                182         (18)(b)         164 
  Production taxes                68         (17)(b)          51 
  Exploration costs               26          (1)(b)          25 
  Depreciation, depletion 
    and amortization             146         (12)(b)         134 
  General and administrative 
    expense                       34           -              34 
  Interest and debt expense       79         (19)(c)          60 
  Interest capitalized            (4)          -              (4)
  Provision for restructuring      -           -               - 
                              -------     -------         -------
                                 531         (67)            464 
                              -------     -------         -------
Income (loss) before 
  extraordinary item and 
  provision (benefit) for 
  income taxes                    47         (28)             19 
  Provision (benefit) for 
    income taxes                   9          (6)(d)           3 
                              -------     -------         -------
Income (loss) before 
  extraordinary item          $   38      $  (22)         $   16 
                              =======     =======         =======


      (See accompanying Notes to Pro Forma Financial Statements)
<PAGE>
                              ORYX ENERGY COMPANY
                 Pro Forma Condensed Consolidated Balance Sheet
                            As of December 31, 1994
                                  (Unaudited)

                                    (Millions of Dollars)
                                As        Pro Forma         As 
                             Reported    Adjustments     Adjusted
                             --------    -----------     --------
ASSETS
Current Assets
  Cash and cash 
    equivalents              $    10      $    1 (e)     $    11 
  Accounts receivable and 
    other current assets         185           -             185 
                             --------     -------        --------
Total Current Assets             195           1             196 
Properties, Plants and 
  Equipment                    1,840        (262)(e)       1,578 
Deferred Charges and 
  Other Assets                    72           -              72 
                             --------     -------        --------
Total Assets                 $ 2,107      $ (261)        $ 1,846 
                             ========     =======        ========
LIABILITIES AND 
  SHAREHOLDERS' DEFICIT 
Current Liabilities
  Accounts payable and 
    accrued liabilities      $   367      $   26 (e)     $   393 
  Current portion of 
    long-term debt               165           -             165 
                             --------     -------        --------
Total Current Liabilities        532          26             558 
Long-Term Debt                 1,546        (415)(f)       1,131 
Deferred Income Taxes            221          20 (e)         241 
Deferred Credits and Other 
  Liabilities                    155           -             155 
Shareholders' Deficit
  Capital stock                  129           -             129 
  Additional paid-in capital   2,098           -           2,098 
  Accumulated deficit         (1,181)        108 (e)      (1,073)
                             --------     -------        --------
                               1,046         108           1,154 
  Less common stock in 
    treasury                  (1,294)          -          (1,294)
  Less loan to ESOP              (99)          -             (99)
                             --------     -------        --------
Shareholders' Deficit           (347)        108            (239)
                             --------     -------        --------
Total Liabilities and 
  Shareholders' Deficit      $ 2,107      $ (261)        $ 1,846 
                             ========     =======        ========
        The successful efforts method of accounting is followed.
      (See accompanying Notes to Pro Forma Financial Statements)
<PAGE>
                              ORYX ENERGY COMPANY
                 Pro Forma Condensed Consolidated Balance Sheet
                              As of June 30, 1995
                                  (Unaudited)

                                   (Millions of Dollars)
                                As        Pro Forma         As 
                             Reported    Adjustments     Adjusted
                             --------    -----------     --------
ASSETS
Current Assets
  Cash and cash 
    equivalents              $    14      $    1 (e)     $    15 
  Accounts receivable and 
    other current assets         185           -             185 
  Net assets held for sale       128        (128)(e)           - 
                             --------     -------        --------
Total Current Assets             327        (127)            200 
Properties, Plants and 
  Equipment                    1,559        (134)(e)       1,425 
Deferred Charges and 
  Other Assets                    52           -              52 
                             --------     -------        --------
Total Assets                 $ 1,938      $ (261)        $ 1,677 
                             ========     =======        ========
LIABILITIES AND 
  SHAREHOLDERS' DEFICIT
Current Liabilities
  Accounts payable and 
    accrued liabilities      $   320      $   26 (e)     $   346 
  Obligations to be repaid 
    from divestment proceeds     270        (270)(f)           - 
  Current portion of 
    long-term debt               140           -             140 
                             --------     -------        --------
Total Current Liabilities        730        (244)            486 
Long-Term Debt                 1,167        (145)(f)       1,022 
Deferred Income Taxes            203          20 (e)         223 
Deferred Credits and Other 
  Liabilities                    159           -             159 
Shareholders' Deficit
  Capital stock                  125           -             125 
  Additional paid-in capital   1,874           -           1,874 
  Accumulated deficit         (1,161)        108 (e)      (1,053)
                             --------     -------        --------
                                 838         108             946 
  Less common stock in 
    treasury                  (1,060)          -          (1,060)
  Less loan to ESOP              (99)          -             (99)
                             --------     -------        --------
Shareholders' Deficit           (321)        108            (213)
                             --------     -------        --------
Total Liabilities and 
  Shareholders' Deficit      $ 1,938      $ (261)        $ 1,677 
                             ========     =======        ========

        The successful efforts method of accounting is followed.
      (See accompanying Notes to Pro Forma Financial Statements)

<PAGE>
NOTES TO ORYX ENERGY COMPANY PRO FORMA CONDENSED FINANCIAL
STATEMENTS


(a)  The Company disposed of assets which generated $415 million
of net cash proceeds that were used to retire debt.  The pro
forma information assumes that the asset dispositions occurred on
December 31, 1994 and June 30, 1995 for the pro forma condensed
balance sheets and on January 1, 1994 for the pro forma condensed
statements of income.

(b)  Adjustment to eliminate oil and gas revenues, gain on sale
of assets and costs and expenses of properties included in the
asset dispositions.

(c)  Adjustment to reduce interest and debt expense, at an
assumed annual interest rate of 9.2 percent, which would not have
been incurred had the asset dispositions occurred on January 1,
1994.

(d)  Tax effect, at statutory rates for U.S. (35 percent), for
U.K. (33 percent) and actual taxes incurred in Indonesia, of
adjustments to historical pre-tax income.

(e)  Adjustment to eliminate balances associated with the assets
disposed.

(f)  Adjustment to reflect application of divestment proceeds to
reduction of debt.
<PAGE>
SIGNATURE




Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned thereunto duly authorized.



Oryx Energy Company

By  /s/Robert L. Thompson    
   -----------------------
 Robert L. Thompson
 Comptroller and Corporate Planning Director



Date: August 2, 1995
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SECURITIES AND EXCHANGE COMMISSION

                          Washington, D.C.  20549

                                                

                                 FORM 8-K

     
                         CURRENT REPORT
     
             PURSUANT TO SECTION 13 OR 15(d) OF THE
     
               SECURITIES AND EXCHANGE ACT OF 1934
     
     
     
        Date of Report (Date of earliest event reported)
                         AUGUST 2, 1995
     
     
                       ORYX ENERGY COMPANY                 
     (Exact name of registrant as specified in its charter)
     
     
                               DELAWARE                          

 (State or other jurisdiction of incorporation or organization)
     
     
                             1-10053        
                    (Commission File Number)
     
     
                            23-1743284            
              (IRS Employer Identification Number)
     
     
                13155 NOEL ROAD, DALLAS, TEXAS  75240-5067       
     (Address of principal executive offices, including zip code)
     
     
                          (214) 715-4000                  
      (Registrant's telephone number, including area code)
Item 2.   Acquisition or Disposition of Assets.

On July 18, 1995, Oryx Energy Company (Company) completed the
sale, effective July 1, 1995, of all of its assets in the Alba
field in the U.K. North Sea for cash consideration of $270
million.  The sale of the Company's
assets in the Alba field is part of a series of related asset
dispositions which the Company has entered into in 1995 for the
purpose of using the associated net proceeds to reduce
outstanding indebtedness.  In addition to the sale of the Alba
field assets, the Company has completed sales of certain U.S. oil
and gas producing assets and all of its assets in Indonesia and
Gabon.  The sale of the U.S. assets occurred throughout the six
month period which ended on June 30, 1995 and generated cash
proceeds of $76 million; the sale of the
Indonesian assets occurred effective May 18, 1995 for cash
proceeds of $67 million; and, the sale of the Gabon assets
occurred effective January 1, 1995 for cash proceeds of $2
million. The above described asset sales were made to
unaffiliated parties at negotiated fair values. 

Item 7.   Financial Statements, Pro Forma Financial Information
and Exhibits.
      
Listed below are the pro forma financial information and exhibit
filed as parts of this report:

     Introduction

     Pro Forma Condensed Consolidated Statement of Income for the
        Year Ended December 31, 1994.

     Pro Forma Condensed Consolidated Statement of Income for the
        Six Months Ended June 30, 1995.

     Pro Forma Condensed Consolidated Balance Sheet as of 
        December 31, 1994.

     Pro Forma Condensed Consolidated Balance Sheet as of 
        June 30, 1995.

     Notes to Pro Forma Condensed Financial Statements
INTRODUCTION

In January 1995, the Company announced plans to reduce debt by
$400 million by year-end 1995 primarily though the application of
proceeds from the sale of certain oil and gas producing assets. 
The Company has completed sales of certain U.S. oil and gas
producing assets, all of its assets in Indonesia and Gabon and
all of its assets in the Alba field in the U.K. North Sea for
total cash proceeds of $415 million, all of which have been
applied to reduce the Company's debt.

The accompanying condensed pro forma statements of income and 
balance sheets are intended to provide investors with
information about the impact of the asset sales by adjusting the
Company's historical statements of income, as if the related
transactions described above had been completed on January 1,
1994 and adjusting the historical balance sheets as if the
related transactions had occurred on the
respective balance sheet dates. 

Among other matters, in preparing the accompanying pro forma
information, no pro forma adjustments to the historical amounts
have been made for changes
in business conditions, including but not limited to changes in
oil and gas prices, that have occurred since such periods.
ORYX ENERGY COMPANY
     Pro Forma Condensed Consolidated Statement of Income 
             For The Year Ended December 31, 1994
                            (Unaudited)

                                     (Millions of Dollars)
                                As        Pro Forma         As   
                             Reported    Adjustments     Adjusted
                             --------    -----------     --------
REVENUES
  Oil and gas                 $1,082      $ (159)(b)      $  923 
  Other-net                      (10)          -             (10)
                              -------     -------         -------
                               1,072        (159)            913 
                              -------     -------         -------

COSTS AND EXPENSES
  Operating costs                374         (47)(b)         327 
  Production taxes               112         (40)(b)          72 
  Exploration costs              104         (17)(b)          87 
  Depreciation, depletion and 
    amortization                 271         (30)(b)         241 
  General and administrative 
    expense                       68           -              68 
  Interest and debt expense      162         (38)(c)         124 
  Interest capitalized           (11)          -             (11)
  Provision for restructuring     92           -              92 
                              -------     -------         -------
                               1,172        (172)          1,000 
                              -------     -------         -------
Income (loss) before 
  extraordinary item, 
  cumulative effect of 
  accounting change and 
  provision (benefit) for 
  income taxes                  (100)         13             (87)
  Provision (benefit) for 
    income taxes                 (35)          1 (d)         (34)
                              -------     -------         -------
Income (loss) before 
  extraordinary item and 
  cumulative effect of 
  accounting change           $  (65)     $   12          $  (53)
                              =======     =======         =======

      (See accompanying Notes to Pro Forma Financial Statements)
ORYX ENERGY COMPANY
           Pro Forma Condensed Consolidated Statement of Income 
                   For The Six Months Ended June 30, 1995
                                  (Unaudited)

                                    (Millions of Dollars)
                                As        Pro Forma         As 
                             Reported    Adjustments     Adjusted
                             --------    -----------     --------
REVENUES
  Oil and gas                 $  571      $  (76)(b)      $  495 
  Other-net                        7         (19)(b)         (12)
                              -------     -------         -------
                                 578         (95)            483 
                              -------     -------         -------

COSTS AND EXPENSES
  Operating costs                182         (18)(b)         164 
  Production taxes                68         (17)(b)          51 
  Exploration costs               26          (1)(b)          25 
  Depreciation, depletion 
    and amortization             146         (12)(b)         134 
  General and administrative 
    expense                       34           -              34 
  Interest and debt expense       79         (19)(c)          60 
  Interest capitalized            (4)          -              (4)
  Provision for restructuring      -           -               - 
                              -------     -------         -------
                                 531         (67)            464 
                              -------     -------         -------
Income (loss) before 
  extraordinary item and 
  provision (benefit) for 
  income taxes                    47         (28)             19 
  Provision (benefit) for 
    income taxes                   9          (6)(d)           3 
                              -------     -------         -------
Income (loss) before 
  extraordinary item          $   38      $  (22)         $   16 
                              =======     =======         =======

      (See accompanying Notes to Pro Forma Financial Statements)
ORYX ENERGY COMPANY
                 Pro Forma Condensed Consolidated Balance Sheet
                            As of December 31, 1994
                                  (Unaudited)

                                    (Millions of Dollars)
                                As        Pro Forma         As 
                             Reported    Adjustments     Adjusted
                             --------    -----------     --------
ASSETS
Current Assets
  Cash and cash 
    equivalents              $    10      $    1 (e)     $    11 
  Accounts receivable and 
    other current assets         185           -             185 
                             --------     -------        --------
Total Current Assets             195           1             196 
Properties, Plants and 
  Equipment                    1,840        (262)(e)       1,578 
Deferred Charges and 
  Other Assets                    72           -              72 
                             --------     -------        --------
Total Assets                 $ 2,107      $ (261)        $ 1,846 
                             ========     =======        ========
LIABILITIES AND 
  SHAREHOLDERS' DEFICIT 
Current Liabilities
  Accounts payable and 
    accrued liabilities      $   367      $   26 (e)     $   393 
  Current portion of 
    long-term debt               165           -             165 
                             --------     -------        --------
Total Current Liabilities        532          26             558 
Long-Term Debt                 1,546        (415)(f)       1,131 
Deferred Income Taxes            221          20 (e)         241 
Deferred Credits and Other 
  Liabilities                    155           -             155 
Shareholders' Deficit
  Capital stock                  129           -             129 
  Additional paid-in capital   2,098           -           2,098 
  Accumulated deficit         (1,181)        108 (e)      (1,073)
                             --------     -------        --------
                               1,046         108           1,154 
  Less common stock in 
    treasury                  (1,294)          -          (1,294)
  Less loan to ESOP              (99)          -             (99)
                             --------     -------        --------
Shareholders' Deficit           (347)        108            (239)
                             --------     -------        --------
Total Liabilities and 
  Shareholders' Deficit      $ 2,107      $ (261)        $ 1,846 
                             ========     =======        ========
        The successful efforts method of accounting is followed.
      (See accompanying Notes to Pro Forma Financial Statements)
ORYX ENERGY COMPANY
                 Pro Forma Condensed Consolidated Balance Sheet
                              As of June 30, 1995
                                  (Unaudited)

                                   (Millions of Dollars)
                                As        Pro Forma         As 
                             Reported    Adjustments     Adjusted
                             --------    -----------     --------
ASSETS
Current Assets
  Cash and cash 
    equivalents              $    14      $    1 (e)     $    15 
  Accounts receivable and 
    other current assets         185           -             185 
  Net assets held for sale       128        (128)(e)           - 
                             --------     -------        --------
Total Current Assets             327        (127)            200 
Properties, Plants and 
  Equipment                    1,559        (134)(e)       1,425 
Deferred Charges and 
  Other Assets                    52           -              52 
                             --------     -------        --------
Total Assets                 $ 1,938      $ (261)        $ 1,677 
                             ========     =======        ========
LIABILITIES AND 
  SHAREHOLDERS' DEFICIT
Current Liabilities
  Accounts payable and 
    accrued liabilities      $   320      $   26 (e)     $   346 
  Obligations to be repaid 
    from divestment proceeds     270        (270)(f)           - 
  Current portion of 
    long-term debt               140           -             140 
                             --------     -------        --------
Total Current Liabilities        730        (244)            486 
Long-Term Debt                 1,167        (145)(f)       1,022 
Deferred Income Taxes            203          20 (e)         223 
Deferred Credits and Other 
  Liabilities                    159           -             159 
Shareholders' Deficit
  Capital stock                  125           -             125 
  Additional paid-in capital   1,874           -           1,874 
  Accumulated deficit         (1,161)        108 (e)      (1,053)
                             --------     -------        --------
                                 838         108             946 
  Less common stock in 
    treasury                  (1,060)          -          (1,060)
  Less loan to ESOP              (99)          -             (99)
                             --------     -------        --------
Shareholders' Deficit           (321)        108            (213)
                             --------     -------        --------
Total Liabilities and 
  Shareholders' Deficit      $ 1,938      $ (261)        $ 1,677 
                             ========     =======        ========

        The successful efforts method of accounting is followed.
      (See accompanying Notes to Pro Forma Financial Statements)
NOTES TO ORYX ENERGY COMPANY PRO FORMA CONDENSED FINANCIAL
STATEMENTS

(a)  The Company disposed of assets which generated $415 million
of net cash proceeds that were used to retire debt.  The pro
forma information assumes that the asset dispositions occurred on
December 31, 1994 and June 30, 1995 for the pro forma condensed
balance sheets and on January 1, 1994 for the pro forma condensed
statements of income.

(b)  Adjustment to eliminate oil and gas revenues, gain on sale
of assets and costs and expenses of properties included in the
asset dispositions.

(c)  Adjustment to reduce interest and debt expense, at an
assumed annual interest rate of 9.2 percent, which would not have
been incurred had the asset dispositions occurred on January 1,
1994.

(d)  Tax effect, at statutory rates for U.S. (35 percent), for
U.K. (33 percent) and actual taxes incurred in Indonesia, of
adjustments to historical pre-tax income.

(e)  Adjustment to eliminate balances associated with the assets
disposed.

(f)  Adjustment to reflect application of divestment proceeds to
reduction of debt.
SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of
1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned thereunto duly authorized.

Oryx Energy Company

By  /s/Robert L. Thompson    
   -----------------------
 Robert L. Thompson
 Comptroller and Corporate Planning Director

Date: August 2, 1995