<PAGE>
<PAGE> 1
          -----------------------------------------------------------
         /  AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON  /
         /                          JULY 9, 1997                     /
          ----------------------------------------------------------
                                          REGISTRATION NO.  333-______

SECURITIES AND EXCHANGE COMMISSION 
WASHINGTON, D.C. 20549
----------------------
FORM S-8 
REGISTRATION STATEMENT 
UNDER 
THE SECURITIES ACT OF 1933
--------------------------
SUN COMPANY, INC.
(Exact name of Registrant as specified in its charter)

            PENNSYLVANIA                            23-1743282      
(State or other jurisdiction of              (I.R.S. Employer 
   incorporation or organization)               Identification No.)

  TEN PENN CENTER, 1801 MARKET STREET, PHILADELPHIA, PA  19103-1699
  (Address of principal executive offices)               (Zip Code)

SUN COMPANY, INC. LONG-TERM PERFORMANCE ENHANCEMENT PLAN
(Full title of the plan)
--------------------------------
 ANN C. MULE', GENERAL ATTORNEY AND CORPORATE SECRETARY
SUN COMPANY, INC.
TEN PENN CENTER
1801 MARKET STREET
PHILADELPHIA, PA  19103-1699
(Name and address of agent for service)

Telephone number, including area code, of agent for service: 
(215) 977-3000
                                             -----------------------------
                                            CALCULATION OF REGISTRATION FEE
=====================================================================
             /             /  PROPOSED  / PROPOSED    /             /
TITLE OF     /             /  MAXIMUM   / MAXIMUM     /             /
SECURITIES   /  AMOUNT     /  OFFERING  / AGGREGATE   / AMOUNT OF   /
TO BE        /  TO BE      /  PRICE     / OFFERING    / REGISTRATION/
REGISTERED   /  REGISTERED /  PER SHARE / PRICE       / FEE         /
---------------------------------------------------------------------
Common Stock,/             /           /              /             /
Par Value $1 /             /           /              /             /
Per Share, of/             /           /              /             /
Sun Company, /             /           /              /             /
Inc....      / 4,000,000(1)/ $31.10(2) /$124,400,00(3)/ $42,897     /
=====================================================================
Notes:

(1)      In addition, pursuant to Rule 416(c) under the Securities Act of
         1933, this registration statement also covers an indeterminate
         amount of interests to be offered or sold pursuant to the employee
         benefit plan described herein. Such interests include the rights of
         plan participants under stock option agreements, limited rights
         agreements and common stock unit agreements.

(2)      Estimated solely for the purpose of calculating the registration
         fee pursuant to Rule 457(c) under the Securities Act of 1933, based
         upon the average of the high and low prices per share of Sun
         Company, Inc. Common Stock on July 1, 1997, as published in the New
         York Stock Exchange Composite Transactions quotations.

(3)      Estimated solely for the purpose of calculating the registration
         fee pursuant to Rule 457(h) under the Securities Act of 1933,
         computed with respect to the maximum number of shares of Sun
         Company, Inc. Common Stock issuable under the employee benefit plan
         described herein covered by this registration statement.
<PAGE>
<PAGE> 2
                                                        PART I

             INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

ITEM 1.          PLAN INFORMATION

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

ITEM 2.          REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL 
                 INFORMATION

         Information required by this Item to be contained in the Section
10(a) prospectus is omitted from this Registration Statement in
accordance with Rule 428 under the Securities Act, 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 which heretofore have been filed by Sun
Company, Inc. (the "Corporation" or the "Registrant") (File No. 1-
6841) with the Securities and Exchange Commission (the "Commission")
pursuant to the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), are incorporated herein by this reference, and shall
be deemed to be a part of this Registration Statement:

         (a)     The Corporation's Annual Report on Form 10-K for the fiscal
                 year ended December 31, 1996, as amended; and

         (b)     The Corporation's Quarterly Report on Form 10-Q for the
                 quarter ended March 31, 1997; and

         (c)     The Corporation's Current Report on Form 8-K dated July 8,
                 1997.

         In addition, all documents filed by the Corporation pursuant to
Sections 13(a), 13(c), 14, or 15(d) of the Exchange Act after the date
of this Registration Statement and prior to the filing of a post-
effective amendment which indicates that all securities offered hereby
have been sold, or that deregisters all such securities then remaining
unsold, shall be deemed to be incorporated by reference into this
Registration Statement and to be a part hereof from the date of filing
of such documents.
<PAGE>
<PAGE> 3

                                                        EXPERTS

         The consolidated financial statements and schedule of Sun
Company, Inc. and subsidiaries at December 31, 1996, and for the year
then ended, incorporated by reference in this Registration Statement
have been audited by Ernst & Young, LLP, independent auditors, and at
December 31, 1995, and for each of the two years in the period ended
December 31, 1995, by Coopers & Lybrand L.L.P., independent
accountants, as set forth in their respective reports thereon
incorporated by reference herein, and are included in reliance upon
such reports given upon the authority of such firms as experts in
accounting and auditing.

ITEM 4.          DESCRIPTION OF SECURITIES

         The Sun Company, Inc. Common Stock, par value $1 per share (the
"Common Stock") to be offered is registered under Section 12 of the
Exchange Act.  Therefore, a description of the Common Stock required
by Item 202 of Regulation S-K is not required.


ITEM 5.          INTERESTS OF NAMED EXPERTS AND COUNSEL

         Ann C. Mule', General Attorney and Corporate Secretary of the
Corporation, and an employee of the Corporation, has rendered an
opinion with respect to the legality of the interests and securities
being registered.  Ms. Mule' owns shares of Common Stock, and has
options or other interests that entitle her to purchase or receive
additional shares of Common Stock.


ITEM 6.          INDEMNIFICATION OF DIRECTORS AND OFFICERS

         The Pennsylvania Business Corporation Law variously empowers or
requires the Corporation under specified circumstances, to indemnify
officers, directors and other persons against expenses incurred in
connection with any action, suit or proceeding, civil or criminal, to
which such person is a party or is threatened to be made a party.
 
         Article VII of the Corporation's Bylaws provides as follows:
 
ARTICLE VII: INDEMNIFICATION
 
GENERAL
 
         Section 1.  The Corporation shall pay on behalf of any individual
who is or was a Director, officer, employee or agent of the
Corporation, or who is or was serving at the request of the
Corporation as Director, officer, trustee, fiduciary, employee or
agent of any other domestic or foreign corporation or partnership,
joint venture, sole proprietorship, trust or other enterprise, or who
is or was serving as a fiduciary with respect to any employee benefit
plan as a result of his employment by, or service as a Director of,
the Corporation ("Indemnified Person") all expenses, including
<PAGE>
<PAGE> 4

attorneys' fees and disbursements, incurred by such person in the
defense or settlement of any civil, criminal, administrative or
arbitrative proceeding pending, threatened or completed against such
person by reason of his being or having been such Indemnified Person,
and shall indemnify such person against amounts paid or incurred by
him in satisfaction of settlements, judgments, fines, and penalties in
connection with any such proceeding, including any proceeding by or in
the right of the Corporation, except where such indemnification is
expressly prohibited by applicable law or where the acts or failures
to act of the Indemnified Person constitute willful misconduct,
self-dealing or recklessness.  The foregoing right to payment and to
indemnification shall not be exclusive of other rights to which such
person may be entitled as a matter of law or otherwise.

AGREEMENTS FOR INDEMNIFICATION AND FUNDING

         Section 2.  The Corporation is authorized, but not required, to
enter into agreements for indemnification with any Indemnified Person,
however, failure to enter into such agreements shall not in any way
limit the rights of such Indemnified Persons hereunder.  The
Corporation may, in addition to the foregoing, create a fund of any
nature, which may, but need not be, under the control of a trustee, or
otherwise secure or insure in any manner its indemnification
obligations.

EXPENSES
 
         Section 3.  Expenses incurred by a Director, officer, employee or
agent in defending a civil or criminal action, suit or proceeding
shall be paid by the Corporation in advance of the final disposition
of such action, suit or proceeding upon receipt of an undertaking by
or on behalf of such person to repay such amount if it shall
ultimately be determined that he is not entitled to be indemnified by
the Corporation. 
 
DISPUTES
 
         Section 4.  Any dispute related to the right to indemnification
of or advancement of expenses to Indemnified Persons as provided under
this Article, except with respect to indemnification for liabilities
arising under the Securities Act of 1933 which the Corporation has
undertaken to submit to a court for adjudication, shall be decided
only by arbitration in accordance with the commercial arbitration
rules then in effect of the American Arbitration Association.
 
    Article Ninth of the Corporation's amended and restated Articles
of Incorporation provides that the Corporation's directors and
officers will not be personally liable to the Corporation or its
shareholders for monetary damages resulting from breaches of their
fiduciary duty as directors or officers, unless: (a) such director or
officer has breached the duties of office or has failed to perform
such duties in good faith, in a manner reasonably believed to be in
the best interests of the Corporation and with such care, including
reasonable inquiry, skill and diligence, as a person of ordinary
prudence would use under similar circumstances, and (b) the breach or
failure to perform constitutes self-dealing, willful misconduct or
recklessness.
<PAGE>
<PAGE> 5

         The Corporation has obtained Executive Liability Coverage and
Executive Indemnification Coverage covering all claims during the
policy period in an aggregate amount up to $100,000,000.  The
Executive Liability portion of this policy protects all directors and
officers of the Corporation and its subsidiaries.  This section of the
policy provides protection for losses arising from any error,
misstatement, misleading statement, act, omission, neglect, or breach
of duty committed, attempted or allegedly committed or attempted by
such persons in the discharge of their duties as directors and
officers for which the director or officer is not indemnified by the
Corporation.  The Executive Indemnification portion of the policy
protects the Corporation (subject to several limitations and
exceptions) against losses for which it grants indemnification as
permitted or required by law.  The terms of the policy provide for the
payment of an insurance deductible in the amount of $5,000,000 on a
per occurrence basis, on all claims for which coverage under the
policy has been provided.  

         The Board of Directors has also approved and authorized the
Corporation to enter into Agreements of Indemnification with each 
officer and director of the Corporation to provide for the
Corporation's payment of the deductible for any claims for which
coverage has been provided.

ITEM 7.          EXEMPTION FROM REGISTRATION CLAIMED

         Not applicable.

ITEM 8.          EXHIBITS 

         The following exhibits are either filed herewith or incorporated
by reference to documents previously filed as indicated below:

Exhibits:

          4.1    Articles of Incorporation of Sun Company, Inc., as amended
                 and restated, effective as of February 1, 1996 (incorporated
                 by reference to Exhibit 3.(i) to the Registrant's Annual
                 Report on Form 10-K for the fiscal year ended December 31,
                 1995, filed March 7, 1996, File No. 1-6841). 

          4.2    Sun Company, Inc. Bylaws, as amended and restated, effective
                 as of February 1, 1996 (incorporated by reference to Exhibit
                 3.(ii) to the Registrant's Annual Report on Form 10-K for
                 the fiscal year ended December 31, 1995, filed March 7,
                 1996, File No. 1-6841). 

          4.3    Rights Agreement, dated as of February 1, 1996, between Sun
                 Company, Inc. and First Chicago Trust Company of New York
                 (the "Rights Agreement"), filed as Exhibit 99(b) to the
                 Registrant's Current Report on Form 8-K dated February 2,
                 1996 (File No. 1-6841) is incorporated herein by reference. 
                 The Rights Agreement was amended effective July 3, 1997. 
                 Such amendment was filed as Exhibit 4 to the Registrant's
<PAGE>
<PAGE> 6

                 Current Report on Form 8-K dated July 8, 1997 and has been
                 incorporated herein by reference under Item 3 of this
                 Registration Statement.  The Rights Agreement includes, as
                 Exhibit B thereto, the form of Rights Certificate.

          5      Opinion of Ann C. Mule', Esq., General Attorney and
                 Corporate Secretary of Sun Company, Inc. (relating to
                 legality of the securities and other interests being
                 registered).

         23.1    Consent of Ernst & Young LLP.

         23.2    Consent of Coopers & Lybrand L.L.P.

         23.3    Consent of Ann C. Mule', Esq. (included in Exhibit 5).

         24.1    Power of Attorney executed by certain officers and directors
                 of Sun Company, Inc.

         24.2    Certified copy of the resolution authorizing certain
                 officers to sign on behalf of Sun Company, Inc. and the Sun
                 Company, Inc. Long-Term Performance Enhancement Plan.

         99      Sun Company, Inc. Long-Term Performance Enhancement Plan
                 (incorporated by reference to Exhibit A to the Registrant's
                 definitive Proxy Statement for the 1997 Annual Meeting of
                 Shareholders of Sun Company, Inc., filed March 18, 1997,
                 File No. 1-6841).

ITEM 9.          UNDERTAKINGS 

         (a) The undersigned 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 the Registration
                 Statement (or the most recent post-effective amendment
                 thereof) which, individually or in the aggregate, represent
                 a fundamental change in the information set forth in the
                 Registration Statement.  Notwithstanding the foregoing, any
                 increase or decrease in volume of securities offered (if the
                 total dollar value of securities offered would not exceed
                 that which was registered) and any deviation from the low or
                 high end of the estimated maximum offering range may be
                 reflected in the form of prospectus filed with the
                 Commission pursuant to Rule 424(b) of the Securities Act of
                 1933 if, in the aggregate, the changes in volume and price
                 represent no more than a 20% change in the maximum aggregate
                 offering price set forth in the "Calculation of Registration
                 Fee" table in the effective registration statement; and
<PAGE>
<PAGE> 7

                          (iii) To include any material information with respect
                 to the plan of distribution not previously disclosed in the
                 Registration Statement or any material change to such
                 information in the Registration Statement;

                 provided, however, that the undertakings set forth in
         paragraphs (a)(1)(i) and (a)(1)(ii) above do not apply if the
         Registration Statement is on Form S-3, Form S-8 or Form F-3, and
         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 the 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 undersigned Registrant hereby 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
(and, where applicable, each filing of an employee benefit plan's
annual report pursuant to section 15(d) of the Securities Exchange Act
of 1934) that is incorporated by reference in the 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>
<PAGE> 8

                                          SIGNATURES

         THE REGISTRANT.  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 Philadelphia, Pennsylvania, on July 8, 1997.
 

SUN COMPANY, INC.

By:      /s/ ROBERT M. AIKEN, JR.
         ----------------------- 
         Robert M. Aiken, Jr.*
         Executive Vice President and
         Chief Financial Officer

Date: July 8, 1997

    Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by or on behalf of the
following persons in the capacities indicated on July 8, 1997.

         Signatures                                        Titles
         ----------                                        ------

ROBERT M. AIKEN, JR.*                           Executive Vice President
---------------------                           and Chief Financial Officer
Robert M. Aiken, Jr.                            (Principal Financial Officer)

ROBERT H. CAMPBELL*                             Chairman of the Board, 
-------------------                             Chief Executive Officer 
Robert H. Campbell                              and Director
                                                (Principal Executive Officer)

RAYMOND E. CARTLEDGE*                           Director
---------------------
Raymond E. Cartledge

                                                Director
------------------
Robert E. Cawthorn 

JOHN G. DROSDICK*                               President, Chief Operating 
-----------------                               Officer and Director
John G. Drosdick

MARY J. EVANS*                                  Director
--------------
Mary J. Evans

THOMAS P. GERRITY*                              Director
------------------
Thomas P. Gerrity 
<PAGE>
<PAGE> 9

         Signatures                                        Titles
         ----------                                        ------

THOMAS W. HOFMANN*                              Comptroller
------------------                              (Principal Accounting 
Thomas W. Hofmann                               Officer)

JAMES G. KAISER*                                Director
----------------
James G. Kaiser

ROBERT D. KENNEDY*                              Director
------------------
Robert D. Kennedy

R. ANDERSON PEW*                                Director
----------------
R. Anderson Pew

WILLIAM F. POUNDS*                              Director
------------------
William F. Pounds

ALEXANDER B. TROWBRIDGE*                        Director
------------------------
Alexander B. Trowbridge

-------------
*Robert M. Aiken, Jr., Executive Vice President and Chief Financial
 Officer, by signing his name hereto, signs this Registration
 Statement individually, on behalf of the Registrant and as attorney-
 in-fact for each of the other persons indicated by asterisk above,
 pursuant to a power of attorney duly executed by such persons and
 filed with the Commission herewith.
[{"type": "S-8", "sequence": "1", "description": "LONG-TERM PERFORMANCE ENHANCEMENT PLAN", "secsgml_size_bytes": 23913}]
{"company-data": {"conformed-name": "SUN CO INC", "cik": "0000095304", "assigned-sic": "2911", "irs-number": "231743282", "state-of-incorporation": "PA", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-30941", "film-number": "97637950"}, "business-address": {"street1": "TEN PENN CENTER", "street2": "1801 MARKET ST", "city": "PHILADELPHIA", "state": "PA", "zip": "19103-1699", "phone": "2159773000"}, "former-company": {"former-conformed-name": "SUN OIL CO", "date-changed": "19760608"}}
1
          -----------------------------------------------------------
         /  AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON  /
         /                          JULY 9, 1997                     /
          ----------------------------------------------------------
                                          REGISTRATION NO.  333-______

SECURITIES AND EXCHANGE COMMISSION 
WASHINGTON, D.C. 20549
----------------------
FORM S-8 
REGISTRATION STATEMENT 
UNDER 
THE SECURITIES ACT OF 1933
--------------------------
SUN COMPANY, INC.
(Exact name of Registrant as specified in its charter)

            PENNSYLVANIA                            23-1743282      
(State or other jurisdiction of              (I.R.S. Employer 
   incorporation or organization)               Identification No.)

  TEN PENN CENTER, 1801 MARKET STREET, PHILADELPHIA, PA  19103-1699
  (Address of principal executive offices)               (Zip Code)

SUN COMPANY, INC. LONG-TERM PERFORMANCE ENHANCEMENT PLAN
(Full title of the plan)
--------------------------------
 ANN C. MULE', GENERAL ATTORNEY AND CORPORATE SECRETARY
SUN COMPANY, INC.
TEN PENN CENTER
1801 MARKET STREET
PHILADELPHIA, PA  19103-1699
(Name and address of agent for service)

Telephone number, including area code, of agent for service: 
(215) 977-3000
                                             -----------------------------
                                            CALCULATION OF REGISTRATION FEE
=====================================================================
             /             /  PROPOSED  / PROPOSED    /             /
TITLE OF     /             /  MAXIMUM   / MAXIMUM     /             /
SECURITIES   /  AMOUNT     /  OFFERING  / AGGREGATE   / AMOUNT OF   /
TO BE        /  TO BE      /  PRICE     / OFFERING    / REGISTRATION/
REGISTERED   /  REGISTERED /  PER SHARE / PRICE       / FEE         /
---------------------------------------------------------------------
Common Stock,/             /           /              /             /
Par Value $1 /             /           /              /             /
Per Share, of/             /           /              /             /
Sun Company, /             /           /              /             /
Inc....      / 4,000,000(1)/ $31.10(2) /$124,400,00(3)/ $42,897     /
=====================================================================
Notes:

(1)      In addition, pursuant to Rule 416(c) under the Securities Act of
         1933, this registration statement also covers an indeterminate
         amount of interests to be offered or sold pursuant to the employee
         benefit plan described herein. Such interests include the rights of
         plan participants under stock option agreements, limited rights
         agreements and common stock unit agreements.

(2)      Estimated solely for the purpose of calculating the registration
         fee pursuant to Rule 457(c) under the Securities Act of 1933, based
         upon the average of the high and low prices per share of Sun
         Company, Inc. Common Stock on July 1, 1997, as published in the New
         York Stock Exchange Composite Transactions quotations.

(3)      Estimated solely for the purpose of calculating the registration
         fee pursuant to Rule 457(h) under the Securities Act of 1933,
         computed with respect to the maximum number of shares of Sun
         Company, Inc. Common Stock issuable under the employee benefit plan
         described herein covered by this registration statement.
2
                                                        PART I

             INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

ITEM 1.          PLAN INFORMATION

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

ITEM 2.          REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL 
                 INFORMATION

         Information required by this Item to be contained in the Section
10(a) prospectus is omitted from this Registration Statement in
accordance with Rule 428 under the Securities Act, 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 which heretofore have been filed by Sun
Company, Inc. (the "Corporation" or the "Registrant") (File No. 1-
6841) with the Securities and Exchange Commission (the "Commission")
pursuant to the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), are incorporated herein by this reference, and shall
be deemed to be a part of this Registration Statement:

         (a)     The Corporation's Annual Report on Form 10-K for the fiscal
                 year ended December 31, 1996, as amended; and

         (b)     The Corporation's Quarterly Report on Form 10-Q for the
                 quarter ended March 31, 1997; and

         (c)     The Corporation's Current Report on Form 8-K dated July 8,
                 1997.

         In addition, all documents filed by the Corporation pursuant to
Sections 13(a), 13(c), 14, or 15(d) of the Exchange Act after the date
of this Registration Statement and prior to the filing of a post-
effective amendment which indicates that all securities offered hereby
have been sold, or that deregisters all such securities then remaining
unsold, shall be deemed to be incorporated by reference into this
Registration Statement and to be a part hereof from the date of filing
of such documents.
3

                                                        EXPERTS

         The consolidated financial statements and schedule of Sun
Company, Inc. and subsidiaries at December 31, 1996, and for the year
then ended, incorporated by reference in this Registration Statement
have been audited by Ernst & Young, LLP, independent auditors, and at
December 31, 1995, and for each of the two years in the period ended
December 31, 1995, by Coopers & Lybrand L.L.P., independent
accountants, as set forth in their respective reports thereon
incorporated by reference herein, and are included in reliance upon
such reports given upon the authority of such firms as experts in
accounting and auditing.

ITEM 4.          DESCRIPTION OF SECURITIES

         The Sun Company, Inc. Common Stock, par value $1 per share (the
"Common Stock") to be offered is registered under Section 12 of the
Exchange Act.  Therefore, a description of the Common Stock required
by Item 202 of Regulation S-K is not required.

ITEM 5.          INTERESTS OF NAMED EXPERTS AND COUNSEL

         Ann C. Mule', General Attorney and Corporate Secretary of the
Corporation, and an employee of the Corporation, has rendered an
opinion with respect to the legality of the interests and securities
being registered.  Ms. Mule' owns shares of Common Stock, and has
options or other interests that entitle her to purchase or receive
additional shares of Common Stock.

ITEM 6.          INDEMNIFICATION OF DIRECTORS AND OFFICERS

         The Pennsylvania Business Corporation Law variously empowers or
requires the Corporation under specified circumstances, to indemnify
officers, directors and other persons against expenses incurred in
connection with any action, suit or proceeding, civil or criminal, to
which such person is a party or is threatened to be made a party.
 
         Article VII of the Corporation's Bylaws provides as follows:
 
ARTICLE VII: INDEMNIFICATION
 
GENERAL
 
         Section 1.  The Corporation shall pay on behalf of any individual
who is or was a Director, officer, employee or agent of the
Corporation, or who is or was serving at the request of the
Corporation as Director, officer, trustee, fiduciary, employee or
agent of any other domestic or foreign corporation or partnership,
joint venture, sole proprietorship, trust or other enterprise, or who
is or was serving as a fiduciary with respect to any employee benefit
plan as a result of his employment by, or service as a Director of,
the Corporation ("Indemnified Person") all expenses, including
4

attorneys' fees and disbursements, incurred by such person in the
defense or settlement of any civil, criminal, administrative or
arbitrative proceeding pending, threatened or completed against such
person by reason of his being or having been such Indemnified Person,
and shall indemnify such person against amounts paid or incurred by
him in satisfaction of settlements, judgments, fines, and penalties in
connection with any such proceeding, including any proceeding by or in
the right of the Corporation, except where such indemnification is
expressly prohibited by applicable law or where the acts or failures
to act of the Indemnified Person constitute willful misconduct,
self-dealing or recklessness.  The foregoing right to payment and to
indemnification shall not be exclusive of other rights to which such
person may be entitled as a matter of law or otherwise.

AGREEMENTS FOR INDEMNIFICATION AND FUNDING

         Section 2.  The Corporation is authorized, but not required, to
enter into agreements for indemnification with any Indemnified Person,
however, failure to enter into such agreements shall not in any way
limit the rights of such Indemnified Persons hereunder.  The
Corporation may, in addition to the foregoing, create a fund of any
nature, which may, but need not be, under the control of a trustee, or
otherwise secure or insure in any manner its indemnification
obligations.

EXPENSES
 
         Section 3.  Expenses incurred by a Director, officer, employee or
agent in defending a civil or criminal action, suit or proceeding
shall be paid by the Corporation in advance of the final disposition
of such action, suit or proceeding upon receipt of an undertaking by
or on behalf of such person to repay such amount if it shall
ultimately be determined that he is not entitled to be indemnified by
the Corporation. 
 
DISPUTES
 
         Section 4.  Any dispute related to the right to indemnification
of or advancement of expenses to Indemnified Persons as provided under
this Article, except with respect to indemnification for liabilities
arising under the Securities Act of 1933 which the Corporation has
undertaken to submit to a court for adjudication, shall be decided
only by arbitration in accordance with the commercial arbitration
rules then in effect of the American Arbitration Association.
 
    Article Ninth of the Corporation's amended and restated Articles
of Incorporation provides that the Corporation's directors and
officers will not be personally liable to the Corporation or its
shareholders for monetary damages resulting from breaches of their
fiduciary duty as directors or officers, unless: (a) such director or
officer has breached the duties of office or has failed to perform
such duties in good faith, in a manner reasonably believed to be in
the best interests of the Corporation and with such care, including
reasonable inquiry, skill and diligence, as a person of ordinary
prudence would use under similar circumstances, and (b) the breach or
failure to perform constitutes self-dealing, willful misconduct or
recklessness.
5

         The Corporation has obtained Executive Liability Coverage and
Executive Indemnification Coverage covering all claims during the
policy period in an aggregate amount up to $100,000,000.  The
Executive Liability portion of this policy protects all directors and
officers of the Corporation and its subsidiaries.  This section of the
policy provides protection for losses arising from any error,
misstatement, misleading statement, act, omission, neglect, or breach
of duty committed, attempted or allegedly committed or attempted by
such persons in the discharge of their duties as directors and
officers for which the director or officer is not indemnified by the
Corporation.  The Executive Indemnification portion of the policy
protects the Corporation (subject to several limitations and
exceptions) against losses for which it grants indemnification as
permitted or required by law.  The terms of the policy provide for the
payment of an insurance deductible in the amount of $5,000,000 on a
per occurrence basis, on all claims for which coverage under the
policy has been provided.  

         The Board of Directors has also approved and authorized the
Corporation to enter into Agreements of Indemnification with each 
officer and director of the Corporation to provide for the
Corporation's payment of the deductible for any claims for which
coverage has been provided.

ITEM 7.          EXEMPTION FROM REGISTRATION CLAIMED

         Not applicable.

ITEM 8.          EXHIBITS 

         The following exhibits are either filed herewith or incorporated
by reference to documents previously filed as indicated below:

Exhibits:

          4.1    Articles of Incorporation of Sun Company, Inc., as amended
                 and restated, effective as of February 1, 1996 (incorporated
                 by reference to Exhibit 3.(i) to the Registrant's Annual
                 Report on Form 10-K for the fiscal year ended December 31,
                 1995, filed March 7, 1996, File No. 1-6841). 

          4.2    Sun Company, Inc. Bylaws, as amended and restated, effective
                 as of February 1, 1996 (incorporated by reference to Exhibit
                 3.(ii) to the Registrant's Annual Report on Form 10-K for
                 the fiscal year ended December 31, 1995, filed March 7,
                 1996, File No. 1-6841). 

          4.3    Rights Agreement, dated as of February 1, 1996, between Sun
                 Company, Inc. and First Chicago Trust Company of New York
                 (the "Rights Agreement"), filed as Exhibit 99(b) to the
                 Registrant's Current Report on Form 8-K dated February 2,
                 1996 (File No. 1-6841) is incorporated herein by reference. 
                 The Rights Agreement was amended effective July 3, 1997. 
                 Such amendment was filed as Exhibit 4 to the Registrant's
6

                 Current Report on Form 8-K dated July 8, 1997 and has been
                 incorporated herein by reference under Item 3 of this
                 Registration Statement.  The Rights Agreement includes, as
                 Exhibit B thereto, the form of Rights Certificate.

          5      Opinion of Ann C. Mule', Esq., General Attorney and
                 Corporate Secretary of Sun Company, Inc. (relating to
                 legality of the securities and other interests being
                 registered).

         23.1    Consent of Ernst & Young LLP.

         23.2    Consent of Coopers & Lybrand L.L.P.

         23.3    Consent of Ann C. Mule', Esq. (included in Exhibit 5).

         24.1    Power of Attorney executed by certain officers and directors
                 of Sun Company, Inc.

         24.2    Certified copy of the resolution authorizing certain
                 officers to sign on behalf of Sun Company, Inc. and the Sun
                 Company, Inc. Long-Term Performance Enhancement Plan.

         99      Sun Company, Inc. Long-Term Performance Enhancement Plan
                 (incorporated by reference to Exhibit A to the Registrant's
                 definitive Proxy Statement for the 1997 Annual Meeting of
                 Shareholders of Sun Company, Inc., filed March 18, 1997,
                 File No. 1-6841).

ITEM 9.          UNDERTAKINGS 

         (a) The undersigned 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 the Registration
                 Statement (or the most recent post-effective amendment
                 thereof) which, individually or in the aggregate, represent
                 a fundamental change in the information set forth in the
                 Registration Statement.  Notwithstanding the foregoing, any
                 increase or decrease in volume of securities offered (if the
                 total dollar value of securities offered would not exceed
                 that which was registered) and any deviation from the low or
                 high end of the estimated maximum offering range may be
                 reflected in the form of prospectus filed with the
                 Commission pursuant to Rule 424(b) of the Securities Act of
                 1933 if, in the aggregate, the changes in volume and price
                 represent no more than a 20% change in the maximum aggregate
                 offering price set forth in the "Calculation of Registration
                 Fee" table in the effective registration statement; and
7

                          (iii) To include any material information with respect
                 to the plan of distribution not previously disclosed in the
                 Registration Statement or any material change to such
                 information in the Registration Statement;

                 provided, however, that the undertakings set forth in
         paragraphs (a)(1)(i) and (a)(1)(ii) above do not apply if the
         Registration Statement is on Form S-3, Form S-8 or Form F-3, and
         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 the 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 undersigned Registrant hereby 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
(and, where applicable, each filing of an employee benefit plan's
annual report pursuant to section 15(d) of the Securities Exchange Act
of 1934) that is incorporated by reference in the 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.
8

                                          SIGNATURES

         THE REGISTRANT.  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 Philadelphia, Pennsylvania, on July 8, 1997.
 

SUN COMPANY, INC.

By:      /s/ ROBERT M. AIKEN, JR.
         ----------------------- 
         Robert M. Aiken, Jr.*
         Executive Vice President and
         Chief Financial Officer

Date: July 8, 1997

    Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by or on behalf of the
following persons in the capacities indicated on July 8, 1997.

         Signatures                                        Titles
         ----------                                        ------

ROBERT M. AIKEN, JR.*                           Executive Vice President
---------------------                           and Chief Financial Officer
Robert M. Aiken, Jr.                            (Principal Financial Officer)

ROBERT H. CAMPBELL*                             Chairman of the Board, 
-------------------                             Chief Executive Officer 
Robert H. Campbell                              and Director
                                                (Principal Executive Officer)

RAYMOND E. CARTLEDGE*                           Director
---------------------
Raymond E. Cartledge

                                                Director
------------------
Robert E. Cawthorn 

JOHN G. DROSDICK*                               President, Chief Operating 
-----------------                               Officer and Director
John G. Drosdick

MARY J. EVANS*                                  Director
--------------
Mary J. Evans

THOMAS P. GERRITY*                              Director
------------------
Thomas P. Gerrity
9

         Signatures                                        Titles
         ----------                                        ------

THOMAS W. HOFMANN*                              Comptroller
------------------                              (Principal Accounting 
Thomas W. Hofmann                               Officer)

JAMES G. KAISER*                                Director
----------------
James G. Kaiser

ROBERT D. KENNEDY*                              Director
------------------
Robert D. Kennedy

R. ANDERSON PEW*                                Director
----------------
R. Anderson Pew

WILLIAM F. POUNDS*                              Director
------------------
William F. Pounds

ALEXANDER B. TROWBRIDGE*                        Director
------------------------
Alexander B. Trowbridge

-------------
*Robert M. Aiken, Jr., Executive Vice President and Chief Financial
 Officer, by signing his name hereto, signs this Registration
 Statement individually, on behalf of the Registrant and as attorney-
 in-fact for each of the other persons indicated by asterisk above,
 pursuant to a power of attorney duly executed by such persons and
 filed with the Commission herewith.