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 Equity and Deferred Compensation Plan for 
				    Non-Employee Directors
				    (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 Equity and Deferred 
Compensation Plan for Non-Employee Directors.
<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 Equity and Deferred Compensation Plan for 
			Non-Employee Directors.

		4.2  Form of Restricted Share 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,    May 2, 1996    
   Robert L. Keiser       and Chief Executive Officer 
					 (principal executive officer)  
				   
/s/ EDWARD W. MONEYPENNY  Executive Vice President, Finance,    May 2, 1996    
   Edward W. Moneypenny   Financial Officer (principal 
					 financial officer), and Director   
					 
   ROBERT L. THOMPSON *   Comptroller and Corporate Planning    May 2, 1996
   Robert L. Thompson     Chief 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 113551
<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": "333-03075", "film-number": "96555419"}, "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 Equity and Deferred Compensation Plan for 
				    Non-Employee Directors
				    (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 Equity and Deferred 
Compensation Plan for Non-Employee Directors.
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 Equity and Deferred Compensation Plan for 
			Non-Employee Directors.

		4.2  Form of Restricted Share 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,    May 2, 1996    
   Robert L. Keiser       and Chief Executive Officer 
					 (principal executive officer)  
				   
/s/ EDWARD W. MONEYPENNY  Executive Vice President, Finance,    May 2, 1996    
   Edward W. Moneypenny   Financial Officer (principal 
					 financial officer), and Director   
					 
   ROBERT L. THOMPSON *   Comptroller and Corporate Planning    May 2, 1996
   Robert L. Thompson     Chief 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 113551