<PAGE>
 As filed with the Securities and Exchange Commission on May 6, 1997
                      Registration No. 333-

               SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C.  20549
                                
                            FORM S-8
                     REGISTRATION STATEMENT
                              UNDER
                   THE SECURITIES ACT OF 1933
                               

                       ORYX ENERGY COMPANY
     (Exact name of registrant as specified in its charter)

                Delaware                     23-1743284
      (State or other jurisdiction       (I.R.S. Employer
   of incorporation or organization)    Identification No.)

            13155 Noel Road
             Dallas, Texas                   75240-5067
(Address of Principal Executive Offices)     (Zip Code)

        Oryx Energy Company 1997 Long-Term Incentive Plan
                    (Full title of the plan)

         Edward W. Moneypenny                 Copy to:
  Executive Vice President, Finance,      Paul M. Johnston
       Chief Financial Officer,          Thompson & Knight,
             and Director            A Professional Corporation
          Oryx Energy Company     1700 Pacific Avenue, Suite 3300
            13155 Noel Road             Dallas, Texas  75201
       Dallas, Texas  75240-5067           (214) 969-1358
(Name and address of agent for service)

             (972) 715-4000
      (Telephone number, including
    area code, of agent for service)

                 CALCULATION OF REGISTRATION FEE

                                   Proposed    Proposed
   Title of                        maximum     maximum
  securities           Amount      offering   aggregate   Amount of
    to be              to be      price per    offering  registration
  registered         registered   share (1)   price (1)      fee

  Common Stock,       5,000,000
  $1.00 par value   shares (2)(3)  $19.6875  $98,437,500  $29,829.53
  per share

(1)    Estimated  solely  for  the  purpose  of  determining  the
registration  fee  pursuant to Rule 457(h) on the  basis  of  the
average  of the high and low sales prices of the Common Stock  on
the New York Stock Exchange on April 30, 1997, as reported in the
May 1, 1997 edition of The Wall Street Journal.

(2)   Pursuant to Rule 416, shares issuable upon any stock split,
stock  dividend  or  similar transaction with  respect  to  these
shares are also being registered hereunder.

(3)   Includes  an indeterminate number of share purchase  rights
issuable  pursuant to the Registrant's Preference Share  Purchase
Rights  Plan, which rights will be transferable only with  shares
of  Common Stock registered hereunder and issued pursuant to  the
Registrant's 1997 Long-Term Incentive Plan.
<PAGE>
                             PART I

      INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS


1.        Plan Information.*

2.        Registrant   Information  and  Employee   Plan   Annual
          Information.*

          *     Information required by Part I to be contained in
          the  Section  10(a)  prospectus is  omitted  from  this
          Registration  Statement  in accordance  with  Rule  428
          under the Securities Act of 1933 and the Note to Part I
          of Form S-8.


                             PART II

       INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

3.             Incorporation of Documents by Reference.

      The  following documents filed by the Registrant  with  the
Securities and Exchange Commission are incorporated by  reference
in this Registration Statement:

     (1)  The  Registrant's Annual Report on Form  10-K  for  the
          fiscal  year  ended December 31, 1996,  containing  the
          consolidated financial statements of the Registrant and
          its subsidiaries and certain supplementary data for the
          fiscal year ended December 31, 1996, together with  the
          report thereon of Coopers & Lybrand L.L.P., independent
          accountants.
     
     (2)  All  other reports filed by the Registrant pursuant  to
          Section  13(a) or 15(d) of the Securities Exchange  Act
          of 1934 since December 31, 1996.
     
     (3)  The   description  of  the  Registrant's  Common  Stock
          contained in the Registrant's Registration Statement on
          Form  10  filed  on September 20, 1988,  including  any
          amendment  or report filed for the purpose of  updating
          such description.
     
     (4)  The  description  of  the Registrant's  stock  purchase
          rights (which rights are transferable only with related
          shares  of  Common Stock) contained in the Registrant's
          Registration  Statement on Form 8-A filed on  September
          11,  1990, including any amendment or report filed  for
          the purpose of updating such description.
     
      In  addition, all documents subsequently  filed  by  the
Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d)  of
the Securities Exchange Act of 1934, prior to the filing of  a
post-effective  amendment which indicates that all  securities
offered  have  been sold or which deregisters  all  securities
then  remaining unsold, shall be deemed to be incorporated  by
reference  in  this Registration Statement and to  be  a  part
hereof from the date of filing of such documents.

4.             Description of Securities.

     Not Applicable.

5.             Interest of Named Experts and Counsel.

     Not Applicable.

6.             Indemnification of Directors and Officers.

      The Registrant is a Delaware corporation.  Under Section
145  of  the  Delaware General Corporation Law, the Registrant
has the power to indemnify its directors and officers, subject
to certain limitations.

      Reference  is made to Article VII of the Bylaws  of  the
Registrant,  which provides for indemnification  of  directors
and officers of the Registrant under certain circumstances.

      Pursuant  to  Section 102(b)(7) of the Delaware  General
Corporation Law, the Restated Certificate of Incorporation  of
the  Registrant limits the personal liability of the directors
of  the  Registrant to the Registrant or its stockholders  for
monetary  damages for breach of fiduciary duty  under  certain
circumstances.

      The  Registrant  maintains a  directors'  and  officers'
liability insurance policy insuring its directors and officers
against  certain liabilities and expenses incurred by them  in
their  capacities  as such and insuring the Registrant,  under
certain  circumstances,  in  the  event  that  indemnification
payments  are  made  by the Registrant to such  directors  and
officers.

      The  foregoing summaries are necessarily subject to  the
complete   text   of  the  statute,  bylaws,  certificate   of
incorporation and insurance policy referred to above  and  are
qualified in their entirety by reference thereto.

7.             Exemption from Registration Claimed.

     Not Applicable.

8.             Exhibits.

      The  following documents are filed as exhibits  to  this
Registration Statement:

                     4.1   Oryx Energy Company  1997
               Long-Term Incentive Plan, as  amended
               and restated effective May 1, 1997.

                      5.1   Opinion  of  Thompson  &
               Knight,   P.C.,  regarding  5,000,000
               shares of Common Stock.

                      23.1  Consent  of  independent
               accountants to  incorporation
               of report by reference.

                       23.2   Consent   of   counsel
               (included in the opinion of  Thompson
               &  Knight,  P.C., filed  herewith  as
               Exhibit 5.1).

                    24.1 Power of Attorney.

9.             Undertakings.

     (a)  The Registrant hereby undertakes:

          (1)  To  file, during any period in which offers  or
               sales   are   being   made,  a   post-effective
               amendment to this Registration Statement:
          
               (i)  To  include  any  prospectus  required  by
                    Section 10(a)(3) of the Securities Act  of
                    1933;
               
               (ii) To  reflect in the prospectus any facts or
                    events arising after the effective date of
                    this  Registration Statement (or the  most
                    recent  post-effective amendment  thereof)
                    which,  individually or in the  aggregate,
                    represents  a  fundamental change  in  the
                    information set forth in this Registration
                    Statement; and
               
               (iii)      To  include any material information
                    with  respect  to the plan of distribution
                    not    previously   disclosed   in    this
                    Registration  Statement  or  any  material
                    change   to  such  information   in   this
                    Registration Statement;
               
          provided,  however,  that paragraphs  (a)(1)(i)  and
          (a)(1)(ii) do not apply if the information  required
          to  be  included  in a post-effective  amendment  by
          those  paragraphs  is contained in periodic  reports
          filed  by the Registrant pursuant to Section  13  or
          Section 15(d) of the Securities Exchange Act of 1934
          that   are   incorporated  by  reference   in   this
          Registration Statement.
          
          (2)  That,  for  the  purpose  of  determining   any
               liability  under the Securities  Act  of  1933,
               each  such  post-effective amendment  shall  be
               deemed  to  be  a  new  registration  statement
               relating to the securities offered therein, and
               the  offering of such securities at  that  time
               shall  be  deemed to be the initial  bona  fide
               offering thereof.
          
          (3)  To remove from registration by means of a post-
               effective amendment any of the securities being
               registered   which   remain   unsold   at   the
               termination of the offering.
          
     (b)  The  Registrant hereby further undertakes that,  for
          purposes  of  determining any  liability  under  the
          Securities   Act  of  1933,  each  filing   of   the
          Registrant's annual report pursuant to Section 13(a)
          or  Section 15(d) of the Securities Exchange Act  of
          1934  that  is  incorporated by  reference  in  this
          Registration Statement shall be deemed to be  a  new
          registration  statement relating to  the  securities
          offered therein, and the offering of such securities
          at  that time shall be deemed to be the initial bona
          fide offering thereof.
     
     (h)  Insofar  as indemnification for liabilities  arising
          under the Securities Act of 1933 may be permitted to
          directors, officers and controlling persons  of  the
          Registrant pursuant to the foregoing provisions,  or
          otherwise, the Registrant has been advised  that  in
          the   opinion   of  the  Securities   and   Exchange
          Commission  such indemnification is  against  public
          policy  as  expressed in the Act and is,  therefore,
          unenforceable.   In  the  event  that  a  claim  for
          indemnification against such liabilities (other than
          the  payment by the Registrant of expenses  incurred
          or paid by a director, officer or controlling person
          of  the Registrant in the successful defense of  any
          action,  suit  or  proceeding) is asserted  by  such
          director,   officer   or   controlling   person   in
          connection with the securities being registered, the
          Registrant  will,  unless  in  the  opinion  of  its
          counsel  the  matter has been settled by controlling
          precedent,   submit  to  a  court   of   appropriate
          jurisdiction     the    question    whether     such
          indemnification  by it is against public  policy  as
          expressed  in  the Act and will be governed  by  the
          final adjudication of such issue.
<PAGE>
     
                           SIGNATURES

      Pursuant to the requirements of the Securities Act of 1933,
the  Registrant  certifies  that it  has  reasonable  grounds  to
believe  that  it  meets all of the requirements  for  filing  on
Form  S-8 and has duly caused this Registration Statement  to  be
signed   on  its  behalf  by  the  undersigned,  thereunto   duly
authorized,  in  the City of Dallas, State of Texas  on  May 2,
1997.

                              ORYX ENERGY COMPANY

                              By:  /s/ EDWARD W. MONEYPENNY
                                   ------------------------
                                   Edward W. Moneypenny,
                                   Executive Vice President,
                                   Finance, Chief Executive
                                   Officer, and Director

   Pursuant  to the requirements of the Securities Act  of  1933,
this  Registration  Statement has been signed  by  the  following
persons on behalf of the Registrant and in the capacities and  on
the dates indicated.

        Signature                Title               Date


    ROBERT L. KEISER*     Chairman of the Board,
    Robert L. Keiser      President, and  Chief
                          Executive Officer
                          (principal executive
                          officer)                  May 2, 1997

/s/ EDWARD W. MONEYPENNY  Executive Vice
  Edward W. Moneypenny    President, Finance,
                          Chief Financial Officer
                          and Director (principal
                          financial officer),
                          and Director            May 2, 1997

   ROBERT L. THOMPSON*    Comptroller and
   Robert L. Thompson     Corporate Planning
                          Director (principal
                          accounting officer)     May 2, 1997

     JERRY W. BOX*        Executive Vice
     Jerry W. Box         President, Chief
                          Operating Officer
                          and Director            May 2, 1997

   WILLIAM E. BRADFORD*   Director                May 2, 1997
   William E. Bradford

    SYLVIA A. EARLE*      Director                May 2, 1997
    Sylvia A. Earle
<PAGE>
        Signature                 Title               Date


DAVID  C. GENEVER-WATLING*       Director             May 2, 1997
David C. Genever-Watling

                                 Director             May 2, 1997
    Robert B. Gill

   DAVID S. HOLLINGSWORTH*       Director             May 2, 1997
   David S. Hollingsworth

                                 Director             May 2, 1997
 Charles H. Pistor, Jr.

    PAUL R. SEEGERS*             Director             May 2, 1997
    Paul R. Seegers

   IAN L. WHITE-THOMSON*         Director             May 2, 1997
   Ian L. White-Thomson

*By: /s/ EDWARD W. MONEYPENNY
     -------------------------
      Edward W. Moneypenny
        Attorney-in-Fact





















________________________
*  A Power of Attorney authorizing Robert L. Keiser and Edward W.
Moneypenny,  and each of them, to sign this Form S-8 Registration
Statement on behalf of the directors, constituting a majority  of
the  Board  of  Directors, and certain officers  of  Oryx  Energy
Company,   is  being  filed  with  the  Securities  and  Exchange
Commission.
<PAGE>
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 15833}]
{"company-data": {"conformed-name": "ORYX ENERGY CO", "cik": "0000836442", "assigned-sic": "1311", "irs-number": "231743284", "state-of-incorporation": "DE", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-26563", "film-number": "97596428"}, "business-address": {"street1": "13155 NOEL RD", "city": "DALLAS", "state": "TX", "zip": "75240", "phone": "2147154000"}, "mail-address": {"street1": "13155 NOEL ROAD", "city": "DALLAS", "state": "TX", "zip": "75240"}, "former-company": {"former-conformed-name": "SUN EXPLORATION & PRODUCTION CO", "date-changed": "19890503"}}
As filed with the Securities and Exchange Commission on May 6, 1997
                      Registration No. 333-

               SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C.  20549
                                
                            FORM S-8
                     REGISTRATION STATEMENT
                              UNDER
                   THE SECURITIES ACT OF 1933
                               

                       ORYX ENERGY COMPANY
     (Exact name of registrant as specified in its charter)

                Delaware                     23-1743284
      (State or other jurisdiction       (I.R.S. Employer
   of incorporation or organization)    Identification No.)

            13155 Noel Road
             Dallas, Texas                   75240-5067
(Address of Principal Executive Offices)     (Zip Code)

        Oryx Energy Company 1997 Long-Term Incentive Plan
                    (Full title of the plan)

         Edward W. Moneypenny                 Copy to:
  Executive Vice President, Finance,      Paul M. Johnston
       Chief Financial Officer,          Thompson & Knight,
             and Director            A Professional Corporation
          Oryx Energy Company     1700 Pacific Avenue, Suite 3300
            13155 Noel Road             Dallas, Texas  75201
       Dallas, Texas  75240-5067           (214) 969-1358
(Name and address of agent for service)

             (972) 715-4000
      (Telephone number, including
    area code, of agent for service)

                 CALCULATION OF REGISTRATION FEE

                                   Proposed    Proposed
   Title of                        maximum     maximum
  securities           Amount      offering   aggregate   Amount of
    to be              to be      price per    offering  registration
  registered         registered   share (1)   price (1)      fee

  Common Stock,       5,000,000
  $1.00 par value   shares (2)(3)  $19.6875  $98,437,500  $29,829.53
  per share

(1)    Estimated  solely  for  the  purpose  of  determining  the
registration  fee  pursuant to Rule 457(h) on the  basis  of  the
average  of the high and low sales prices of the Common Stock  on
the New York Stock Exchange on April 30, 1997, as reported in the
May 1, 1997 edition of The Wall Street Journal.

(2)   Pursuant to Rule 416, shares issuable upon any stock split,
stock  dividend  or  similar transaction with  respect  to  these
shares are also being registered hereunder.

(3)   Includes  an indeterminate number of share purchase  rights
issuable  pursuant to the Registrant's Preference Share  Purchase
Rights  Plan, which rights will be transferable only with  shares
of  Common Stock registered hereunder and issued pursuant to  the
Registrant's 1997 Long-Term Incentive Plan.
PART I

      INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

1.        Plan Information.*

2.        Registrant   Information  and  Employee   Plan   Annual
          Information.*

          *     Information required by Part I to be contained in
          the  Section  10(a)  prospectus is  omitted  from  this
          Registration  Statement  in accordance  with  Rule  428
          under the Securities Act of 1933 and the Note to Part I
          of Form S-8.

                             PART II

       INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

3.             Incorporation of Documents by Reference.

      The  following documents filed by the Registrant  with  the
Securities and Exchange Commission are incorporated by  reference
in this Registration Statement:

     (1)  The  Registrant's Annual Report on Form  10-K  for  the
          fiscal  year  ended December 31, 1996,  containing  the
          consolidated financial statements of the Registrant and
          its subsidiaries and certain supplementary data for the
          fiscal year ended December 31, 1996, together with  the
          report thereon of Coopers & Lybrand L.L.P., independent
          accountants.
     
     (2)  All  other reports filed by the Registrant pursuant  to
          Section  13(a) or 15(d) of the Securities Exchange  Act
          of 1934 since December 31, 1996.
     
     (3)  The   description  of  the  Registrant's  Common  Stock
          contained in the Registrant's Registration Statement on
          Form  10  filed  on September 20, 1988,  including  any
          amendment  or report filed for the purpose of  updating
          such description.
     
     (4)  The  description  of  the Registrant's  stock  purchase
          rights (which rights are transferable only with related
          shares  of  Common Stock) contained in the Registrant's
          Registration  Statement on Form 8-A filed on  September
          11,  1990, including any amendment or report filed  for
          the purpose of updating such description.
     
      In  addition, all documents subsequently  filed  by  the
Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d)  of
the Securities Exchange Act of 1934, prior to the filing of  a
post-effective  amendment which indicates that all  securities
offered  have  been sold or which deregisters  all  securities
then  remaining unsold, shall be deemed to be incorporated  by
reference  in  this Registration Statement and to  be  a  part
hereof from the date of filing of such documents.

4.             Description of Securities.

     Not Applicable.

5.             Interest of Named Experts and Counsel.

     Not Applicable.

6.             Indemnification of Directors and Officers.

      The Registrant is a Delaware corporation.  Under Section
145  of  the  Delaware General Corporation Law, the Registrant
has the power to indemnify its directors and officers, subject
to certain limitations.

      Reference  is made to Article VII of the Bylaws  of  the
Registrant,  which provides for indemnification  of  directors
and officers of the Registrant under certain circumstances.

      Pursuant  to  Section 102(b)(7) of the Delaware  General
Corporation Law, the Restated Certificate of Incorporation  of
the  Registrant limits the personal liability of the directors
of  the  Registrant to the Registrant or its stockholders  for
monetary  damages for breach of fiduciary duty  under  certain
circumstances.

      The  Registrant  maintains a  directors'  and  officers'
liability insurance policy insuring its directors and officers
against  certain liabilities and expenses incurred by them  in
their  capacities  as such and insuring the Registrant,  under
certain  circumstances,  in  the  event  that  indemnification
payments  are  made  by the Registrant to such  directors  and
officers.

      The  foregoing summaries are necessarily subject to  the
complete   text   of  the  statute,  bylaws,  certificate   of
incorporation and insurance policy referred to above  and  are
qualified in their entirety by reference thereto.

7.             Exemption from Registration Claimed.

     Not Applicable.

8.             Exhibits.

      The  following documents are filed as exhibits  to  this
Registration Statement:

                     4.1   Oryx Energy Company  1997
               Long-Term Incentive Plan, as  amended
               and restated effective May 1, 1997.

                      5.1   Opinion  of  Thompson  &
               Knight,   P.C.,  regarding  5,000,000
               shares of Common Stock.

                      23.1  Consent  of  independent
               accountants to  incorporation
               of report by reference.

                       23.2   Consent   of   counsel
               (included in the opinion of  Thompson
               &  Knight,  P.C., filed  herewith  as
               Exhibit 5.1).

                    24.1 Power of Attorney.

9.             Undertakings.

     (a)  The Registrant hereby undertakes:

          (1)  To  file, during any period in which offers  or
               sales   are   being   made,  a   post-effective
               amendment to this Registration Statement:
          
               (i)  To  include  any  prospectus  required  by
                    Section 10(a)(3) of the Securities Act  of
                    1933;
               
               (ii) To  reflect in the prospectus any facts or
                    events arising after the effective date of
                    this  Registration Statement (or the  most
                    recent  post-effective amendment  thereof)
                    which,  individually or in the  aggregate,
                    represents  a  fundamental change  in  the
                    information set forth in this Registration
                    Statement; and
               
               (iii)      To  include any material information
                    with  respect  to the plan of distribution
                    not    previously   disclosed   in    this
                    Registration  Statement  or  any  material
                    change   to  such  information   in   this
                    Registration Statement;
               
          provided,  however,  that paragraphs  (a)(1)(i)  and
          (a)(1)(ii) do not apply if the information  required
          to  be  included  in a post-effective  amendment  by
          those  paragraphs  is contained in periodic  reports
          filed  by the Registrant pursuant to Section  13  or
          Section 15(d) of the Securities Exchange Act of 1934
          that   are   incorporated  by  reference   in   this
          Registration Statement.
          
          (2)  That,  for  the  purpose  of  determining   any
               liability  under the Securities  Act  of  1933,
               each  such  post-effective amendment  shall  be
               deemed  to  be  a  new  registration  statement
               relating to the securities offered therein, and
               the  offering of such securities at  that  time
               shall  be  deemed to be the initial  bona  fide
               offering thereof.
          
          (3)  To remove from registration by means of a post-
               effective amendment any of the securities being
               registered   which   remain   unsold   at   the
               termination of the offering.
          
     (b)  The  Registrant hereby further undertakes that,  for
          purposes  of  determining any  liability  under  the
          Securities   Act  of  1933,  each  filing   of   the
          Registrant's annual report pursuant to Section 13(a)
          or  Section 15(d) of the Securities Exchange Act  of
          1934  that  is  incorporated by  reference  in  this
          Registration Statement shall be deemed to be  a  new
          registration  statement relating to  the  securities
          offered therein, and the offering of such securities
          at  that time shall be deemed to be the initial bona
          fide offering thereof.
     
     (h)  Insofar  as indemnification for liabilities  arising
          under the Securities Act of 1933 may be permitted to
          directors, officers and controlling persons  of  the
          Registrant pursuant to the foregoing provisions,  or
          otherwise, the Registrant has been advised  that  in
          the   opinion   of  the  Securities   and   Exchange
          Commission  such indemnification is  against  public
          policy  as  expressed in the Act and is,  therefore,
          unenforceable.   In  the  event  that  a  claim  for
          indemnification against such liabilities (other than
          the  payment by the Registrant of expenses  incurred
          or paid by a director, officer or controlling person
          of  the Registrant in the successful defense of  any
          action,  suit  or  proceeding) is asserted  by  such
          director,   officer   or   controlling   person   in
          connection with the securities being registered, the
          Registrant  will,  unless  in  the  opinion  of  its
          counsel  the  matter has been settled by controlling
          precedent,   submit  to  a  court   of   appropriate
          jurisdiction     the    question    whether     such
          indemnification  by it is against public  policy  as
          expressed  in  the Act and will be governed  by  the
          final adjudication of such issue.
SIGNATURES

      Pursuant to the requirements of the Securities Act of 1933,
the  Registrant  certifies  that it  has  reasonable  grounds  to
believe  that  it  meets all of the requirements  for  filing  on
Form  S-8 and has duly caused this Registration Statement  to  be
signed   on  its  behalf  by  the  undersigned,  thereunto   duly
authorized,  in  the City of Dallas, State of Texas  on  May 2,
1997.

                              ORYX ENERGY COMPANY

                              By:  /s/ EDWARD W. MONEYPENNY
                                   ------------------------
                                   Edward W. Moneypenny,
                                   Executive Vice President,
                                   Finance, Chief Executive
                                   Officer, and Director

   Pursuant  to the requirements of the Securities Act  of  1933,
this  Registration  Statement has been signed  by  the  following
persons on behalf of the Registrant and in the capacities and  on
the dates indicated.

        Signature                Title               Date

    ROBERT L. KEISER*     Chairman of the Board,
    Robert L. Keiser      President, and  Chief
                          Executive Officer
                          (principal executive
                          officer)                  May 2, 1997

/s/ EDWARD W. MONEYPENNY  Executive Vice
  Edward W. Moneypenny    President, Finance,
                          Chief Financial Officer
                          and Director (principal
                          financial officer),
                          and Director            May 2, 1997

   ROBERT L. THOMPSON*    Comptroller and
   Robert L. Thompson     Corporate Planning
                          Director (principal
                          accounting officer)     May 2, 1997

     JERRY W. BOX*        Executive Vice
     Jerry W. Box         President, Chief
                          Operating Officer
                          and Director            May 2, 1997

   WILLIAM E. BRADFORD*   Director                May 2, 1997
   William E. Bradford

    SYLVIA A. EARLE*      Director                May 2, 1997
    Sylvia A. Earle
Signature                 Title               Date

DAVID  C. GENEVER-WATLING*       Director             May 2, 1997
David C. Genever-Watling

                                 Director             May 2, 1997
    Robert B. Gill

   DAVID S. HOLLINGSWORTH*       Director             May 2, 1997
   David S. Hollingsworth

                                 Director             May 2, 1997
 Charles H. Pistor, Jr.

    PAUL R. SEEGERS*             Director             May 2, 1997
    Paul R. Seegers

   IAN L. WHITE-THOMSON*         Director             May 2, 1997
   Ian L. White-Thomson

*By: /s/ EDWARD W. MONEYPENNY
     -------------------------
      Edward W. Moneypenny
        Attorney-in-Fact

________________________
*  A Power of Attorney authorizing Robert L. Keiser and Edward W.
Moneypenny,  and each of them, to sign this Form S-8 Registration
Statement on behalf of the directors, constituting a majority  of
the  Board  of  Directors, and certain officers  of  Oryx  Energy
Company,   is  being  filed  with  the  Securities  and  Exchange
Commission.