ORYX ENERGY CO
10-Q, 1994-11-15
CRUDE PETROLEUM & NATURAL GAS
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                               UNITED STATES

                    SECURITIES AND EXCHANGE COMMISSION

                          WASHINGTON, D.C.  20549

                                 FORM 10-Q


 X   QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
- ---  SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended         September 30, 1994        
                                      --------------------

                                    OR

     TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
     SECURITIES EXCHANGE ACT OF 1934
For the transition period from                  to                
                                ---------------     -------------

Commission file number        1-10053     
                             ---------

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


            DELAWARE                             23-1743284       
           ----------                           ------------
     (State or other jurisdiction of         (I.R.S. Employer
     incorporation or organization)        Identification Number)


   13155 NOEL ROAD, DALLAS, TEXAS                  75240-5067     
 ----------------------------------               ------------
 (Address of principal executive offices)          (Zip code)

                          (214) 715-4000                          
                         ----------------
           (Registrant's telephone number, including area code)

                                         
     Indicate by check mark whether the registrant (1) has filed
all reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 during the preceding 12 months
(or for such shorter period that the registrant was required to
file such reports), and (2) has been subject to such filing
requirements for the past 90 days.                   Yes  X    No 
                                                         ---
                                             
     The number of shares of common stock, $1 par value,
outstanding on November 2, 1994 was 98,946,069. <PAGE>
<PAGE>
                            ORYX ENERGY COMPANY

                                   INDEX



                                                            Page
                                                            ----
PART I.  FINANCIAL INFORMATION

Item 1. Financial Statements

  Condensed Consolidated Statements of Income for the 
  Three and Nine Months Ended September 30, 1994 and 1993     3

  Condensed Consolidated Balance Sheets at September 30, 
  1994 and December 31, 1993                                  4

  Condensed Consolidated Statements of Cash Flows for 
  the Nine Months Ended September 30, 1994 and 1993           5

  Notes to Condensed Consolidated Financial Statements        6

  Report of Independent Accountants                           9

Item 2. Management's Discussion and Analysis of Financial 
        Condition and Results of Operations                  10


PART II. OTHER INFORMATION

Item 6. Exhibits and Reports on Form 8-K                     15 

SIGNATURE                                                    16
<PAGE>
<PAGE>                               PART I
                             FINANCIAL INFORMATION

Item 1.  Financial Statements

ORYX ENERGY COMPANY
CONDENSED CONSOLIDATED STATEMENTS OF INCOME

                       For the Three Months   For the Nine Months
(Millions of Dollars,   Ended September 30    Ended September 30 
Except Per Share Amounts)   1994      1993     1994       1993
                           ------    ------   ------     ------
                                      (Unaudited)
REVENUES
  Oil and gas             $  274    $  272    $  795    $  835
  Other                       (3)       (8)       (9)      (10)
                          -------   -------   -------   -------
                             271       264       786       825 
                          -------   -------   -------   -------
COSTS AND EXPENSES
  Operating costs             94        87       279       268
  Production taxes            37        29        82        90
  Exploration costs           33        29        90        61
  Depreciation, depletion 
    and amortization         107       100       320       291
  General and admini-
    strative expense          15        22        52        65
  Interest and debt expense   41        42       121       123
  Interest capitalized        (2)      (11)       (9)      (35)
  Provision for
    restructuring (Note 2)     -         -       161         - 
                          -------   -------   -------   -------
                             325       298     1,096       863 
                          -------   -------   -------   -------
Loss Before Benefit for 
  Income Taxes               (54)      (34)     (310)      (38)
Benefit for Income Taxes
  (Note 3)                   (16)       (7)     (100)       (5)
Provision for Change in
  Tax Rate (Note 3)            -        17         -        17
Remeasurement of Foreign
  Deferred Tax (Note 3)        6         1        15        (2)
                          -------   -------   -------   -------
Loss Before Extraordinary
  Item                       (44)      (45)     (225)      (48)
Extraordinary Item
  (Note 4)                    12         -        12         - 
                          -------   -------   -------   -------
NET LOSS                     (56)      (45)     (237)      (48)
Less Preferred Dividend        -         2         1         4 
                          -------   -------   -------   -------
Net Loss Attributable to
  Common Stock            $  (56)   $  (47)   $ (238)   $  (52)
                          =======   =======   =======   =======

Net Loss Per Share of 
  Common Stock:  
   Before extraordinary
    item                  $ (.45)   $ (.48)   $(2.33)   $ (.54)
   Extraordinary item
    (Note 4)                (.12)        -      (.12)        - 
                          -------   -------   -------   -------
   Net Loss               $ (.57)   $ (.48)   $(2.45)   $ (.54)
                          =======   =======   =======   =======

Cash Dividends Per Share
  of Common Stock         $    -    $  .10    $    -    $  .30 
                          =======   =======   =======   =======
Weighted Average Number
 of Common Shares 
 Outstanding (millions 
 of shares)                 97.0      97.1      97.0      97.1 
                          =======   =======   =======   =======

                            (See Accompanying Notes)<PAGE>
<PAGE>
ORYX ENERGY COMPANY
CONDENSED CONSOLIDATED BALANCE SHEETS
                        
                                  September 30        December 31
(Millions of Dollars)                 1994               1993     
                                     ------             ------
                                   (Unaudited)
ASSETS
Current Assets
  Cash and cash equivalents         $    14            $    10
  Accounts and notes receivable
    and other current assets            204                195 
                                    --------           --------
Total Current Assets                    218                205
Properties, Plants and Equipment
  (Note 5)                            3,029              3,333
Deferred Charges and Other Assets       124                 86 
                                    --------           --------
Total Assets                        $ 3,371            $ 3,624 
                                    ========           ========
Liabilities and Shareholders' Equity
Current Liabilities
  Accounts payable                  $   115            $   134
  Accrued liabilities                   232                162
  Current portion of long-term debt      94                 28 
                                    --------           --------
Total Current Liabilities               441                324
Long-Term Debt                        1,724              1,741
Deferred Income Taxes                   592                682
Deferred Credits and Other
  Liabilities                           174                201
Shareholders' Equity (Note 6)
  Preference stock, par value
   $1 per share, cumulative               7                  7
  Common stock, par value $1
   per share                            124                124
  Additional paid-in capital          2,204              2,204
  Retained earnings (deficit)          (394)              (155)
                                    --------           --------
                                      1,941              2,180
  Less:  Common stock in treasury,
           at cost                   (1,401)            (1,402)
         Loan to ESOP                  (100)              (102)
                                    --------           --------
Shareholders' Equity                    440                676 
                                    --------           --------
Total Liabilities and
  Shareholders' Equity              $ 3,371            $ 3,624 
                                    ========           ========

The successful efforts method of accounting is followed.

                            (See Accompanying Notes)<PAGE>
<PAGE>
ORYX ENERGY COMPANY
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                         
                                              For the Nine Months
                                              Ended September 30 
(Millions of Dollars)                         1994          1993
                                             ------        ------
                                                 (Unaudited)
CASH FROM OPERATING ACTIVITIES
Net loss                                    $ (237)       $  (48)
  Adjustments to reconcile net loss to net
    cash from operating activities:
    Depreciation, depletion and amortization   320           291
    Dry hole costs and leasehold impairment     53            20
    Loss (gain) on sale of assets, net of
      taxes                                      3            (1) 
    Deferred income taxes                      (40)           19  
    Remeasurement of foreign deferred tax       15            (2)
    Provision for restructuring, net of
      taxes                                    103             -
    Extraordinary loss on debt extinguishment   12             -
    Proceeds from interest rate hedging
      activities                                 -            29
    Other                                       (3)           12 
                                            -------       -------
                                               226           320
    Changes in working capital: 
     Accounts and notes receivable and 
       other current assets                     (8)           16 
     Accounts payable and accrued
       liabilities                             (28)          (57)
                                            -------       -------
Net Cash Flow Provided From Operating
  Activities                                   190           279 
                                            -------       -------
INVESTING ACTIVITIES
  Capital expenditures                        (201)         (307)
  Proceeds from divestments, net of
    current taxes                                3            30
  Other                                        (36)           (8)
                                            -------       -------
Net Cash Flow Used For Investing Activities   (234)         (285)
                                            -------       -------
FINANCING ACTIVITIES
  Proceeds from borrowings                     143            91
  Repayments of long-term debt                 (94)          (55)
  Cash dividends paid on common and
    preference stock                            (1)          (33)
                                            -------       -------
Net Cash Flow Provided From Financing
  Activities                                    48             3 
                                            -------       -------
Changes In Cash and Cash Equivalents             4            (3)
Cash and Cash Equivalents at Beginning
  of Period                                     10            10 
Cash and Cash Equivalents at End of Period  $   14        $    7 
                                            =======       =======

                            (See Accompanying Notes)
<PAGE>
<PAGE>
                            ORYX ENERGY COMPANY
           NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

1.   Basis of Presentation

The accompanying condensed consolidated financial statements and
related notes of Oryx Energy Company and its subsidiaries
(hereinafter, unless the context otherwise requires, being
referred to as the Company) are presented in accordance with the
requirements of Form 10-Q and do not include all disclosures
normally required by generally accepted accounting principles or
those normally made in annual reports on Form 10-K.  In
management's opinion, all adjustments necessary for a fair
presentation of the results of operations for the periods shown
have been made and are of a normal recurring nature.  The results
of operations of the Company for the nine months ended September
30, 1994 are not necessarily indicative of the results for the
full year 1994.

Statements of Cash Flows

Amounts paid for interest and income taxes were as follows:

                                   Nine Months Ended September 30
                                       1994           1993   
                                      ------         ------
                                       (Millions of Dollars)

  Interest paid (net of capitalized
    amounts)                           $ 95           $ 72
  Income taxes paid                    $  4           $ 17

In accordance with Statement of Financial Accounting Standards
No. 95, "Statement of Cash Flows," non-cash transactions are not
reflected within the accompanying Condensed Consolidated 
Statements of Cash Flows.  

2.   Provision for Restructuring

In March 1994, the Company adopted plans designed to achieve
significant future cost reductions (Restructuring).  Components
of the Restructuring include asset disposals and staff
reductions. Associated therewith, the Company recognized a $161
million pretax ($103 million after tax) charge in the first
quarter of 1994.  Management expects the Restructuring to result
in a minimum of $67 million annual cost reductions in 1995.
<PAGE>
<PAGE>           
                           ORYX ENERGY COMPANY
           NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                (continued)

2.   Provision for Restructuring - continued

During 1993, the properties included in the divestment plan
accounted for less than three percent of the Company's worldwide
oil and gas production and at December 31, 1993, they accounted   
for less than four percent of the Company's net investment in
properties, plants and equipment. The asset disposals will be
completed during the fourth quarter of 1994.  Personnel
reductions associated with the program affected about 20-percent
of the Company's workforce.

3.   Income Taxes

The Company's provisions for income taxes for the three and nine
months ended September 30, 1994 reflect benefits of $16 million
and $100 million.  The Company's provisions for income taxes    
for the three and nine months ended September 30, 1993 include a
charge of $17 million for the higher corporate income tax rate,
effective January 1, 1993, with the passage of the Revenue 
Reconciliation Act of 1993.  Foreign income tax provisions
included within the Company's consolidated provisions are
determined based upon the appropriate foreign statutory rates
which differ from the U.S. statutory rate.

The remeasurement provisions of Statement of Financial Accounting
standards No. 109, "Accounting for Income Taxes" (SFAS No. 109)
require the Company to remeasure its foreign currency denominated
deferred tax liabilities at current exchange rates.  The reported
earnings of the Company for the three and nine months ended
September 30, 1994 decreased $6 million and $15 million while
reported earnings for the three and nine months ended September
30, 1993 decreased $1 million and increased $2 million from such
remeasurements.  Management believes that such non-cash
remeasurement credits and debits distort current period economic
results and should be disregarded in analyzing the Company's
current business.  Future economic results may also be distorted
because payment of the deferred tax liability is not expected to
occur in the near-term and it is likely that exchange rates will
fluctuate prior to the eventual settlement of the liability.

4.   Extraordinary Item

On September 29, 1994, Standard and Poor's Rating Group
downgraded the Company's senior unsecured debt from BBB- to BB,
subordinated debt from BB+ to B+ and commercial paper to B from
A-3.  The holders of the Company's senior ESOP notes ($100
million outstanding at September 30, 1994) have the right, as a
result of this downgrade, to require the Company to repay the
senior ESOP notes in full at par plus a makewhole premium which
is estimated to be $17 million ($12 million after taxes) and
subsequent to September 30, 1994 have exercised such rights.  The
Company has recognized a $12 million extraordinary loss in the
third quarter of 1994 associated with the makewhole provisions of
the Company's senior ESOP notes.  The Company intends to
refinance the senior ESOP notes in full.

5.   Properties, Plants and Equipment

At September 30, 1994 and December 31, 1993, the Company's
properties, plants and equipment; and related accumulated
depreciation, depletion and amortization were as follows:

                                    September 30      December 31
                                        1994              1993   
                                       ------            ------
                                       (Millions of Dollars)

     Gross investment .............. $  6,515           $ 6,523
     Less accumulated depreciation, 
       depletion and amortization ..    3,486             3,190
                                     ---------          --------
     Net investment ................ $  3,029           $ 3,333
                                     =========          ========

6.   Shareholders' Equity

Shares of the Company's preferred and common stocks authorized,
issued, outstanding and in treasury at September 30, 1994 and
December 31, 1993 were as follows:

                                                            In
                        Authorized  Issued  Outstanding  Treasury
                       -----------  ------  -----------  --------
                                   (Thousands of Shares)
September 30, 1994    
  Preferred stock         15,000        -         -         -  
  Preference stock        15,000     7,259      7,259       -
  Common stock           250,000   126,704     96,946    (26,756)

December 31, 1993
  Preferred stock         15,000        -         -         -
  Preference stock        15,000     7,259      7,259       -
  Common stock           250,000   126,704     96,932    (26,769)

<PAGE>
<PAGE>
                     REPORT OF INDEPENDENT ACCOUNTANTS


To the Board of Directors, Oryx Energy Company:


We have made a review of the condensed consolidated balance sheet
of Oryx Energy Company and its Subsidiaries as of September 30,
1994, the related condensed consolidated statements of income for
the three and nine months ended September 30, 1994 and 1993, and
the related condensed consolidated statements of cash flows for
the nine months ended September 30, 1994 and 1993, in accordance
with standards established by the American Institute of Certified
Public Accountants.

A review of interim financial information consists principally of
obtaining an understanding of the system for the preparation of
interim financial information, applying analytical review
procedures to financial data, and making inquiries of persons
responsible for financial and accounting matters.  It is
substantially less in scope than an audit in accordance with
generally accepted auditing standards, the objective of which is
the expression of an opinion regarding the financial statements
taken as a whole.  Accordingly, we do not express such an
opinion.

Based on our review, we are not aware of any material
modifications that should be made to the condensed consolidated
financial statements referred to above for them to be in
conformity with generally accepted accounting principles.

We have previously audited, in accordance with generally accepted
auditing standards, the consolidated balance sheet as of December
31, 1993, and the related consolidated statements of income and
cash flows for the year then ended (not presented herein); and in
our report dated February 19, 1994, we expressed an unqualified
opinion on those consolidated financial statements.  In our
opinion, the information set forth in the accompanying condensed
consolidated balance sheet as of December 31, 1993 is fairly
stated in all material respects in relation to the consolidated
balance sheet from which it has been derived.




Dallas, Texas
November 7, 1994
<PAGE>
<PAGE>
Item 2.   Management's Discussion and Analysis of Financial       
          Condition and Results of Operations

FINANCIAL CONDITION

The Company's cash and cash equivalents increased by $4 million
over the nine months ended September 30, 1994.  The increase was
comprised of $190 million of net cash flow provided from
operating activities, $234 million of net cash flow used for
investing activities and $48 million of net cash flow provided
from financing activities.  The $190 million in net cash flow
provided from operating activities consisted of $226 million in
net cash flow provided from operating activities before changes
in current assets and liabilities and $36 million used for
changes in current assets and liabilities.  The $226 million of
net cash flow provided from operating activities before changes
in current assets and liabilities was primarily impacted by lower
crude oil prices, higher operating costs, lower general and
administrative costs, lower capitalized interest and increased
crude oil volumes.  The $36 million of net cash flow used for
changes in current assets and liabilities consisted of an $8
million increase in accounts receivable and other current assets
and a $28 million decrease in accounts payable and accrued
liabilities. 

The $234 million in net cash flow used for investing activities
and the $48 million in net cash flow provided from financing
activities are primarily due to the use of $201 million of cash
for capital expenditures and a cash source of $49 million from
net increases in debt. 

The Company enters into derivative financial instruments to hedge
foreign exchange rate, interest rate and oil and gas price
fluctuations.   The Company, from time to time, enters into
foreign exchange contracts to hedge the impact of changes in
exchange rates on its receivables and payables denominated in
British pounds.  These contracts expose the Company to market
risk from fluctuating exchange rates and to credit risk from
nonperformance by the counterparties to the contracts.  The
Company has entered into interest rate futures agreements to
alter the floating rate portion of its underlying debt portfolio. 
These agreements expose the Company to market rate risk from
increasing interest rates when LIBOR exceeds five percent per
year, and to credit risk from nonperformance by the
counterparties.  The Company estimates that the annual market
rate risk from these agreements approximates $3 million after-tax
exposure for a one percent increase in rates when LIBOR exceeds
five percent.  The Company, from time to time, enters into oil
and gas futures agreements to hedge the impact of price
fluctuations on anticipated crude oil and natural gas sales. 
These agreements expose the Company to market risk in instances
where the applied settlement price is greater than the ceiling
price specified in the agreements, and to credit risk from
nonperformance by the counterparties.  The counterparties to the
Company's foreign exchange contracts, interest rate futures
agreements and oil and gas futures agreements are major financial
institutions.  The Company believes that losses from
nonperformance by counterparties are unlikely to occur.      

In March 1994, the Company announced a major cost reduction
program.  The program involves the consolidation of the Company's
U.S. business.  The Company will also outsource certain
non-critical technical functions and reduce administrative
functions accordingly.  The net result of these actions has been
a loss of approximately 300 jobs.  The Company expects to achieve
a minimum $67 million cost reduction for the full year of 1995 as
a result of these actions.  Some expense reductions will occur in
1994, although the specific amount and timing are difficult to
predict.

In the first quarter of 1994, the Company recorded a net charge
of $103 million for estimated losses on the sale of assets ($71
million), employee terminations and associated costs ($17
million) and postretirement benefit adjustments ($15 million). 
As a result of the asset sales, estimated production for 1995
will be reduced by approximately five thousand equivalent barrels
per day, representing only about two percent of the worldwide
production for the first nine months of 1994.

An analysis of the 1994 provision for restructuring follows (in
millions of dollars):
                                                Activity  Balance
                                      Initial    through    at   
                                     Provision   9/30/94  9/30/94 
                                     ---------  --------  -------
 Termination and Associated Costs*       27         18        9 

 Proceeds from Divestment of Assets**   (40)        (3)     (37)

 FAS 106 (Postretirement Costs)***       23         20        3 

 Book Value of Assets to be Divested
   and Lease Obligations**              151         48      103 
                                       -----      -----    -----
      Total Provision                   161         83       78   
                                       =====      =====    =====

<PAGE>
*  Termination and associated cash costs are primarily comprised
   of severence pay, associated employee benefit costs and moving
   costs for 300 employees.  Management expects to complete such
   payments by the end of 1995.

** Proceeds from the divestment of assets and the book value of
   such assets are a result of the Company's program to
   consolidate its U.S. onshore position into 6 primary states.
   The asset disposals will be completed during the fourth
   quarter of 1994.  In addition, under the terms of an operating
   lease which expires in June 1995, the Company is obligated to
   pay the lessor at the expiration of the lease the amount, if
   any, by which the fair market value of the asset is less than
   $37 million, not to exceed $31 million.  

***Postretirement costs represent non-cash adjustments due to the
   acceleration of a portion of the transition obligation as a
   result of a reduction in the remaining expected future years
   of service of active employees.

On September 29, 1994, Standard and Poor's Rating Group
downgraded the Company's senior unsecured debt from BBB- to BB,
subordinated debt from BB+ to B+ and commercial paper to B from
A-3.  As a result of the downgrade, the Company recognized $12
million extraordinary loss associated with makewhole provisions
of the Company's senior ESOP notes.  Subsequent to September 30,
1994, the holders of the Company's senior ESOP notes
(approximately $100 million principal amount outstanding at
September 30, 1994) exercised their right to require the Company
to repay the senior ESOP notes in full at par plus a makewhole
premium tied to prevailing rates of interest on U.S. Treasury
obligations.  The Company intends to refinance the senior ESOP
notes in full.

The Company paid a cash dividend of $.10 per share on its $1 par
value common stock (Common Stock) in each of the first, second
and third quarters of 1993.  In 1994, the Board of Directors
suspended the payment of dividends on Common Stock.  

On November 2, 1994, the holders of the Company's Series B Junior
Cumulative Convertible Preference Stock (Series B Preference)
converted 2 million shares of Series B Preference into 2 million
shares of Common Stock in connection with the sale of such shares
in private transactions.

On September 1, 1994, the Company announced the signing of
purchase and sale agreements with Conoco.  Oryx purchased
Conoco's North Sea interests in the Hutton, Lyell and Murchison
producing fields; its royalty interest in the undeveloped Viosca
Knoll 826 unit; and received a $40.4 million cash payment.  In
return, Conoco purchased Oryx's interests in the undeveloped
North Sea Brittania field and the undeveloped Mississippi Canyon
243 unit in the Gulf of Mexico.  Oryx plans to apply the $40.4
million cash contribution as well as the free cash flow generated
by the producing properties directly to debt reduction.  The
effective date of the transaction is July 1, 1994.  Closing is
subject to all the normal governmental approvals.  Oryx's
longer-term outlook for committed capital expenditures has been
reduced considerably as a result of this transaction.  Oryx
expects its share of expenditures on the Britannia development
would have been approximately $200 million prior to first
production around the turn of the century.  Values of the
properties being exchanged, including the cash received by Oryx,
are considered to be comparable despite a different set of risk
profiles.  The impact on Oryx's proved reserves is expected to
reflect purchases of approximately 25 million equivalent
developed barrels and sales of approximately 60 million
equivalent undeveloped barrels, affecting about 4% of proved
reserves.  Following the transaction, Oryx will hold the largest
interest in Murchison, Hutton and Lyell and will seek approval to
become operator.  This transaction provides Oryx additional
opportunities to implement cost savings and operating
efficiencies on these North Sea Fields.

On October 13, 1994, Robert P. Hauptfuhrer, Chairman and CEO of
the Company, announced his plans to retire effective December 1,
1994.  The Board of Directors elected Robert L. Keiser, current
President and Chief Operating Officer, to succeed Hauptfuhrer on
that same date as the Company's Chairman, Chief Executive Officer
and President.

Looking forward to the fourth quarter, production volumes will
improve as a result of the recent asset exchange, exploration
spending levels will be lower and the sale of the Company's
previously identified onshore assets will be completed
culminating in $40 million in proceeds after taxes for the year. 
As a result of the consolidation of its onshore business, the
Company expects to achieve the previously announced targeted $67
million annual cost reduction benefit in 1995.

RESULTS OF OPERATIONS - NINE MONTHS 

The Company's net loss for the nine months ended September 30,
1994 was $237 million, or $2.45 per share, as compared to a net
loss of $48 million, or $.54 per share for the first nine months
of 1993. Revenues for the nine months were $786 million in 1994
versus $825 million in 1993.  Year-to-date results include a $103
million restructuring charge, a $15 million charge for
remeasurement of foreign deferred income taxes, a $12 million
extraordinary charge associated with the ESOP notes, and $3
million of net losses from asset sales.  By comparison, results
for the nine months ended September 30, 1993 include charges
primarily related to a change in corporate income tax rate of $20
million, a $2 million benefit for remeasurement of foreign
deferred income taxes and $1 million of net gains from asset
sales.
<PAGE>
Worldwide production of crude oil and condensate for the nine
months ended September 30, 1994 was 118 thousand barrels daily
compared to production for the nine months ended September 30,
1993 of 110 thousand barrels daily.  Production of crude oil and
condensate was 49 thousand barrels daily in the United States and
69 thousand barrels daily from foreign locations during the nine
months ended September 30, 1994, compared to 56 thousand barrels
daily in the United States and 54 thousand barrels daily from
foreign locations during the nine months ended September 30,
1993.  The worldwide crude oil and condensate price for the first
nine months of 1994 was $14.84 per barrel compared to $17.07 per
barrel for the first nine months of 1993.

Worldwide production of natural gas was 597 million cubic feet
daily for the nine months ended September 30, 1994, compared to
604 million cubic feet in the nine months ended September 30,
1993.  Production of natural gas was 538 million cubic feet daily
in the United States and 59 million cubic feet daily from the
United Kingdom in the first nine months of 1994, compared to 523
million cubic feet daily in the United States and 81 million
cubic feet daily in the United Kingdom in the first nine months
of 1993.  The worldwide price of natural gas for the first nine
months of 1994 and 1993 was $1.94 and $1.95 per thousand cubic
feet.

RESULTS OF OPERATIONS - THREE MONTHS

The Company reported a net loss of $56 million, or $.57 per
share, for the quarter ended September 30, 1994 compared to a net
loss of $45 million, or $.48 per share, for the same quarter last
year.  Revenues for the 1994 third quarter were $271 million
versus $264 million for the third quarter of 1993.

The current quarter includes a $12 million extraordinary charge
associated with the Company's senior ESOP notes, a $6 million
charge for remeasurement of foreign deferred income taxes and $1
million of net losses from assets sales.  By comparison, the
third quarter of 1993 includes charges of $20 million primarily
relating to a change in the corporate income tax rate. 

Compared to the same quarter last year, crude oil volumes
increased by 6 percent or 7 thousand barrels per day as a result
of strong U.K. production which includes one month of additional
volumes from a recent asset exchange with Conoco.  Natural gas
volumes increased  by 2 percent.  Worldwide crude oil prices were
approximately the same as the prior year while natural gas prices
decreased by 11 percent or $.22 per mcf.  Total costs and
expenses increased primarily as a result of increased production
and lower capitalized interest, partially offset by lower
administrative expenses.

Comparing the 1994 third quarter with the previous quarter, oil
volumes increased by 6 percent as a result of higher U.K.
production and natural gas volumes increased by 3 percent. 
Worldwide oil prices increased by 6 percent or $.84 per barrel
while gas prices decreased by 11 percent or $.21 per mcf.  Total
costs and expenses increased primarily as the result of increased
production, higher production taxes and lower capitalized
interest, partially offset by lower administrative costs.  

Worldwide production of crude oil and condensate for the three
months ended September 30, 1994 was 123 thousand barrels daily
compared to production for the three months ended September 30,
1993 of 116 thousand barrels daily.  Production of crude oil and
condensate was 48 thousand barrels daily in the United States and
75 thousand barrels daily from foreign locations during the three
months ended September 30, 1994, compared to 56 thousand barrels
daily in the United States and 60 thousand barrels daily from
foreign locations in the third quarter of 1993.  The worldwide
crude oil and condensate price in the third quarter of 1994 was
$15.91 per barrel compared to $15.85 per barrel in the third
quarter of 1993.

Worldwide production of natural gas was 583 million cubic feet
daily for the three months ended September 30, 1994, compared to
571 million cubic feet daily in the three months ended September
30, 1993.  Production of natural gas was 542 million cubic feet
daily in the United States and 41 million cubic feet daily from
the United Kingdom in the third quarter of 1994, compared to 521
million cubic feet daily in the United States and 50 million
cubic feet daily from the United Kingdom in the third quarter of
1993. The worldwide price of natural gas for the third quarter of
1994 was $1.74 per thousand cubic feet compared to $1.96 per
thousand cubic feet in the third quarter of 1993.
<PAGE>
<PAGE>
                                  PART II
                             OTHER INFORMATION



Item 6.   Exhibits and Reports on Form 8-K

     (a)  Exhibits:

          12   Computation of Consolidated Ratio of Earnings to
               Fixed Charges.

         *15   Accountant's letter regarding unaudited interim
               financial information.

          28   Awareness letter of Coopers & Lybrand L.L.P.



     *    Attached as page 9 to this Form 10-Q.

     b)   Reports on Form 8-K:

          The Company did not file any reports on Form 8-K during
          the quarter ended September 30, 1994.

<PAGE>
<PAGE>
                                 SIGNATURE



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


     ORYX ENERGY COMPANY





BY   /s/ E. W. Moneypenny    
    ----------------------
     E. W. Moneypenny
    (Senior Vice President, Finance and Chief Financial Officer)



DATE  November 14, 1994



                              ORYX ENERGY COMPANY
                 COMPUTATION OF CONSOLIDATED RATIO OF EARNINGS
                        TO FIXED CHARGES - UNAUDITED (a)

                             (Millions of Dollars)

                             Three Months  
                          Ended September 30    Ended September 30
                                 1994                   1994      
                               -------               --------

RATIO OF EARNINGS TO FIXED

Fixed Charges:
 Consolidated interest cost
   and debt expense             $  41                 $  121
 Interest allocable to rental
   expense (b)                      4                     10
                                         
     Total                      $  45                  $ 131 
Earnings:
 Consolidated loss before
   provision for income taxes   $ (54)                 $(310) 
 Fixed charges                     45                    131
 Interest capitalized              (2)                    (9)
 Amortization of previously
   capitalized interest             4                     10 
                               -------                 -------
     Total                      $  (7)                 $(178)
                                ======                 ======

Ratio of Earnings to Fixed
  Charges (c)                   ======                 ====== 

RATIO OF EARNINGS TO FIXED
 CHARGES AND PREFERRED STOCK
 DIVIDEND REQUIREMENTS:
Fixed Charges:
 Consolidated interest cost
   and debt expense             $  41                  $ 121  
 Preferred stock dividend
   requirements                     -                      1 
 Interest allocable to rental
   expense (b)                      4                     10
                                ------                 ------ 

     Total                      $  45                  $ 132 
                                ======                 ======
Earnings:
 Consolidated loss before
   provision for income taxes   $ (54)                 $(310)
 Fixed charges                     45                    132
 Interest capitalized              (2)                    (9)
 Amortization of previously
   capitalized interest             4                     10 
                                ------                 ------
     Total                      $  (7)                 $(177)
                                ======                 ======
Ratio of Earnings to Fixed
  Charges (c)                   ======                 ======

(a)  The consolidated financial statements of Oryx Energy Company
     include the accounts of all subsidiaries (more than 50 percent
     owned and/or controlled).

(b)  Represents one-third of total operating lease rental expense
     which is that portion deemed to be interest.

(c)  Since earnings for the three and nine months ended September
     30 were less than zero, the ratio of earnings to fixed 
     charges and earnings to fixed charges and preferred stock
     dividend requirements are not meaningful and accordingly, 
     have not been presented.  Earnings for the three and nine
     months ended September 30 were inadequate to cover fixed
     charges and preferred stock dividend requirements by $52
     million and $309 million.


Securities and Exchange Commission
450 Fifth Street, Northwest
Washington, D.C.  20549
Attn:  Document Control

Re:  Oryx Energy Company Form 10-Q

We are aware that our report dated November 7, 1994 on our review of the
interim condensed consolidated balance sheet of Oryx Energy Company and
its Subsidiaries as of September 30, 1994, the related condensed
consolidated statements of income for the three and nine months ended
September 30, 1994 and 1993, and the related condensed consolidated 
statements of cash flows for the nine months ended September 30, 1994
and 1993, included in this Form 10-Q, is incorporated by reference 
in the following registration statements:

	

                                                  Registration No.

On Form S-3 for:

  Oryx Energy Company $500,000,000 Debt
    Securities; Preferred Stock;  and Common Stock     33-45611  

  Oryx Energy Company $600,000,000 Debt Securities     33-33361

  Oryx Energy Company 7,259,394 shares of Common
    Stock                                              33-36799

On Form S-8 for:

 Oryx Energy Company 1992 Long-Term Incentive Plan     33-42695

 Oryx Energy Company Long-Term Incentive Plan          33-25032

 Oryx Energy Company Capital Accumulation Plan         33-24918

 Oryx Energy Company Executive Long-Term Incentive
   Plan                                                33-25031


Pursuant to Rule 436(c) under the Securities Act of 1933, this report
should not be considered a part of the registration statement prepared
or certified by us within the meaning of Sections 7 and 11 of that Act.



Dallas, Texas
November 14, 1994


<TABLE> <S> <C>

<ARTICLE> 5
<LEGEND>
This schedule contains summary financial information extracted from SEC Form
10-Q and is qualified in its entirety by reference to such financial statements.
</LEGEND>
<MULTIPLIER> 1,000,000
       
<S>                             <C>
<PERIOD-TYPE>                   9-MOS
<FISCAL-YEAR-END>                          DEC-31-1994
<PERIOD-END>                               SEP-30-1994
<CASH>                                              14
<SECURITIES>                                         0
<RECEIVABLES>                                      171
<ALLOWANCES>                                         0
<INVENTORY>                                          7
<CURRENT-ASSETS>                                   218
<PP&E>                                            6515
<DEPRECIATION>                                    3486
<TOTAL-ASSETS>                                    3371
<CURRENT-LIABILITIES>                              441
<BONDS>                                           1724
<COMMON>                                          1945
                                0
                                        390
<OTHER-SE>                                       (1895)
<TOTAL-LIABILITY-AND-EQUITY>                      3371
<SALES>                                            795
<TOTAL-REVENUES>                                   786
<CGS>                                              681
<TOTAL-COSTS>                                      681
<OTHER-EXPENSES>                                   303
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                                 112
<INCOME-PRETAX>                                  (310)
<INCOME-TAX>                                      (85)
<INCOME-CONTINUING>                              (225)
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                     12
<CHANGES>                                            0
<NET-INCOME>                                     (237)
<EPS-PRIMARY>                                   (2.45)
<EPS-DILUTED>                                   (2.45)
        

</TABLE>


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