As filed with the Securities and Exchange Commission on May 2, 1996   
			 Registration No. 33-

				  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 Identification No.)
 of incorporation or organization)

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

					   

		  Oryx Energy Company Executive Variable Incentive Plan
					 (Full title of the plan)
					   


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

		    (214) 715-4000
	  (Telephone number, including
	area code, of agent for service)


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

 Common Stock,      300,000
$1.00 par value  shares (2)(3)    $16.125         $4,837,500        $1,668.10
   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 29, 1996, 
as reported in the April 30, 1996 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 stock 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 Executive Variable 
Incentive Plan.

<PAGE>

						    PART I

		    INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
 
 
Item 1.   Plan Information.*

Item 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

Item 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, 1995, containing the consolidated 
			 financial statements of the Registrant and its subsidiaries 
			 and certain supplementary data for the fiscal year ended 
			 December 31, 1995, 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, 1995.

		(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.

Item 4.   Description of Securities.

		Not Applicable.

Item 5.   Interest of Named Experts and Counsel.

		Not Applicable.

Item 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.

Item 7.   Exemption from Registration Claimed.

		Not Applicable.

Item 8.   Exhibits.

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

			4.1  Oryx Energy Company Executive Variable Incentive Plan.

			4.2  Form of Restricted Stock Agreement.

			5.1  Opinion of Thompson & Knight, P.C., regarding 300,000 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.

Item 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, 
1996.
						    ORYX ENERGY COMPANY

						    By:  /s/ EDWARD W. MONEYPENNY 
							    -------------------------
								   Edward W. Moneypenny, Executive 
								   Vice President, Finance, Chief 
								   Financial 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, President, and   May 2, 1996 
	 Robert L. Keiser    Chief Executive Officer (principal      
					 executive officer)  
					 
/s/ EDWARD W. MONEYPENNY  Executive Vice President, Finance,      May 2, 1996 
   Edward W. Moneypenny   Chief Financial Officer (principal 
					 financial officer), and Director   
					 
    ROBERT L. THOMPSON *  Comptroller and Corporate Planning      May 2, 1996 
    Robert L. Thompson    Director (principal accounting officer)

	 JERRY W. BOX *      Executive Vice President, Chief         May 2, 1996
	 Jerry W. Box        Operating Officer and Director     

   WILLIAM E. BRADFORD *  Director                                May 2, 1996 
   William E. Bradford 

	ROBERT B. GILL *     Director                                May 2, 1996 
	Robert B. Gill 

DAVID S. HOLLINGSWORTH *  Director                                May 2, 1996 
David S. Hollingsworth   

CHARLES H. PISTOR, JR. *  Director                                May 2, 1996 
Charles H. Pistor, Jr.   

   PAUL R. SEEGERS *      Director                                May 2, 1996 
   Paul R. Seegers     

IAN L. WHITE-THOMSON *    Director                                May 2, 1996 
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.


79739 09862 CORP 114091
<PAGE>
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{"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": "333-03089", "film-number": "96555554"}, "business-address": {"street1": "13155 NOEL RD", "city": "DALLAS", "state": "TX", "zip": "75240", "phone": "2147154000"}, "former-company": {"former-conformed-name": "SUN EXPLORATION & PRODUCTION CO", "date-changed": "19890503"}}
As filed with the Securities and Exchange Commission on May 2, 1996   
			 Registration No. 33-

				  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 Identification No.)
 of incorporation or organization)

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

					   

		  Oryx Energy Company Executive Variable Incentive Plan
					 (Full title of the plan)
					   

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

		    (214) 715-4000
	  (Telephone number, including
	area code, of agent for service)

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

 Common Stock,      300,000
$1.00 par value  shares (2)(3)    $16.125         $4,837,500        $1,668.10
   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 29, 1996, 
as reported in the April 30, 1996 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 stock 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 Executive Variable 
Incentive Plan.
PART I

		    INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
 
 
Item 1.   Plan Information.*

Item 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

Item 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, 1995, containing the consolidated 
			 financial statements of the Registrant and its subsidiaries 
			 and certain supplementary data for the fiscal year ended 
			 December 31, 1995, 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, 1995.

		(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.

Item 4.   Description of Securities.

		Not Applicable.

Item 5.   Interest of Named Experts and Counsel.

		Not Applicable.

Item 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.

Item 7.   Exemption from Registration Claimed.

		Not Applicable.

Item 8.   Exhibits.

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

			4.1  Oryx Energy Company Executive Variable Incentive Plan.

			4.2  Form of Restricted Stock Agreement.

			5.1  Opinion of Thompson & Knight, P.C., regarding 300,000 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.

Item 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, 
1996.
						    ORYX ENERGY COMPANY

						    By:  /s/ EDWARD W. MONEYPENNY 
							    -------------------------
								   Edward W. Moneypenny, Executive 
								   Vice President, Finance, Chief 
								   Financial 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, President, and   May 2, 1996 
	 Robert L. Keiser    Chief Executive Officer (principal      
					 executive officer)  
					 
/s/ EDWARD W. MONEYPENNY  Executive Vice President, Finance,      May 2, 1996 
   Edward W. Moneypenny   Chief Financial Officer (principal 
					 financial officer), and Director   
					 
    ROBERT L. THOMPSON *  Comptroller and Corporate Planning      May 2, 1996 
    Robert L. Thompson    Director (principal accounting officer)

	 JERRY W. BOX *      Executive Vice President, Chief         May 2, 1996
	 Jerry W. Box        Operating Officer and Director     

   WILLIAM E. BRADFORD *  Director                                May 2, 1996 
   William E. Bradford 

	ROBERT B. GILL *     Director                                May 2, 1996 
	Robert B. Gill 

DAVID S. HOLLINGSWORTH *  Director                                May 2, 1996 
David S. Hollingsworth   

CHARLES H. PISTOR, JR. *  Director                                May 2, 1996 
Charles H. Pistor, Jr.   

   PAUL R. SEEGERS *      Director                                May 2, 1996 
   Paul R. Seegers     

IAN L. WHITE-THOMSON *    Director                                May 2, 1996 
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.

79739 09862 CORP 114091