ORYX ENERGY CO
10-Q, 1995-05-12
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         March 31, 1995            
                                      ----------------

                                    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 April 30, 1995 was 103,308,854. 
<PAGE>
                            ORYX ENERGY COMPANY
                                                 
                                   INDEX



                                                             Page
                                                             ----
PART I.  FINANCIAL INFORMATION

 Item 1. Financial Statements

  Condensed Consolidated Statements of Income for the
  Three Months Ended March 31, 1995 and 1994                    3


  Condensed Consolidated Balance Sheets at March 31, 
  1995 and December 31, 1994                                    4


  Condensed Consolidated Statements of Cash Flows for 
  the Three Months Ended March 31, 1995 and 1994                5


  Notes to Condensed Consolidated Financial Statements          6


  Report of Independent Accountants                            10


 Item 2. Management's Discussion and Analysis of Financial 
         Condition and Results of Operations                   11



PART II. OTHER INFORMATION

 Item 4. Submission of Matters to a Vote of Security Holders   13


 Item 6. Exhibits and Reports on Form 8-K                      14


SIGNATURE                                                      15

<PAGE>
                                     PART I
                             FINANCIAL INFORMATION

Item 1.  Financial Statements

ORYX ENERGY COMPANY
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
                                             For the Three Months
(Millions of Dollars, Except                     Ended March 31
Per Share Amounts)                             1995        1994  
                                             -------     -------
                                                  (Unaudited)
REVENUES
  Oil and gas                                 $  299    $   262
  Other                                           (6)        (2)
                                              -------   --------
                                                 293        260 
                                              -------   --------
COSTS AND EXPENSES
  Operating costs                                 91         92
  Production taxes                                38         25
  Exploration costs                               13         28
  Depreciation, depletion and amortization        74         71
  General and administrative expense              18         19
  Interest and debt expense                       40         39
  Interest capitalized                            (2)        (3)
  Provision for restructuring (Note 2)             -         76 
                                              -------   --------
                                                 272        347 
                                              -------   --------
Income (Loss) Before Cumulative Effect of 
  Accounting Change and Benefit for 
  Income Taxes                                    21        (87)
Provision (Benefit) for Income Taxes (Note 3)      6        (27)
Remeasurement of Foreign Deferred Tax (Note 3)     2          - 
                                              -------   --------
Income (Loss) Before Cumulative Effect of 
  Accounting Change                               13        (60)
Cumulative Effect of Accounting Change (Note 4)    -       (948)
                                              -------   --------
Net Income (Loss)                             $   13    $(1,008)
                                              =======   ======== 
Net Income (Loss) Per Share of Common Stock:
     Before cumulative effect of accounting 
       change                                 $  .13    $  (.62)
     Cumulative effect of accounting change        -      (9.77)
                                              -------   --------
     Net income (loss)                        $  .13    $(10.39)
                                              =======   ========
Weighted Average Number of Common Shares 
  Outstanding (in millions)                     99.1       97.0 
                                              =======   ========

                            (See Accompanying Notes)<PAGE>
ORYX ENERGY COMPANY      
CONDENSED CONSOLIDATED BALANCE SHEETS
                                      March 31        December 31
(Millions of Dollars)                   1995             1994     
                                      --------        -----------
                                     (Unaudited)
ASSETS
Current Assets
  Cash and cash equivalents            $    14        $    10
  Accounts and notes receivable and 
    other current assets                   223            185 
                                       --------       --------
Total Current Assets                       237            195
Properties, Plants and Equipment 
  (Note 5)                               1,787          1,840
Deferred Charges and Other Assets           64             72 
                                       --------       --------
Total Assets                           $ 2,088        $ 2,107 
                                       ========       ========
LIABILITIES AND SHAREHOLDERS' EQUITY
Current Liabilities
  Accounts payable                     $   114        $   105
  Accrued liabilities                      241            262
  Obligations to be repaid from 
    divestment proceeds (Note 6)            17              -
  Current portion of long-term debt        200            165 
                                       --------       --------
Total Current Liabilities                  572            532
Long-Term Debt                           1,461          1,546
Deferred Income Taxes                      237            221
Deferred Credits and Other Liabilities     151            155
Shareholders' Equity (Deficit) (Note 7)
  Preferred stock, par value $1 per 
    share, cumulative                        5              5
  Common stock, par value $1 per share     124            124    
  Additional paid-in capital             2,098          2,098     
  Accumulated deficit                   (1,171)        (1,181)
                                       --------       --------
                                         1,056          1,046

  Less:  Common stock in treasury, 
         at cost                        (1,290)        (1,294)
         Loan to ESOP                      (99)           (99)
                                       --------       --------
Shareholders' Equity (Deficit)            (333)          (347)
                                       --------       --------
Total Liabilities and Shareholders' 
  Equity (Deficit)                     $ 2,088        $ 2,107 
                                       ========       ========
                  
The successful efforts method of accounting is followed.

                            (See Accompanying Notes)
<PAGE>
ORYX ENERGY COMPANY
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                            For the Three Months
                                                Ended March 31   
(Millions of Dollars)                      1995             1994  
                                          ------           ------
                                                 (Unaudited)
CASH AND CASH EQUIVALENTS FROM 
  OPERATING ACTIVITIES
  Net income (loss)                       $   13         $(1,008)
  Adjustments to reconcile net income 
    (loss) to net cash flow from 
    operating activities:
     Depreciation, depletion and 
       amortization                           74              71 
     Dry hole costs and leasehold impairment   4              14
     Loss on sale of assets, net of taxes      2               - 
     Deferred income taxes                    11              (3)
     Cumulative effect of accounting change    -             948
     Remeasurement of foreign deferred tax     2               - 
     Provision for restructuring, net of 
       taxes                                   -              49
     Other                                     6               2 
                                          -------        --------
                                             112              73
     Changes in working capital:
       Accounts and notes receivable 
         and other current assets             (4)              3 
       Accounts payable and accrued 
         liabilities                         (39)            (38)
                                          -------        --------
Net Cash Flow Provided From Operating 
  Activities                                  69              38 
                                          -------        --------
INVESTING ACTIVITIES
  Capital expenditures                       (65)            (69)
  Proceeds from divestments, net of 
    current taxes                             36               -
  Other                                       (3)             (3)
                                          -------        --------
Net Cash Flow Used For Investing 
  Activities                                 (32)            (72)
                                          -------        --------
FINANCING ACTIVITIES
  Proceeds from borrowings                    29             105 
  Repayments of long-term debt               (62)            (78)
                                          -------        --------
Net Cash Flow Provided From (Used For) 
  Financing Activities                       (33)             27 
                                          -------        --------
Changes In Cash and Cash Equivalents           4              (7)
Cash and Cash Equivalents at Beginning 
  of Period                                   10              10 
                                          -------        --------
Cash and Cash Equivalents at End of 
  Period                                  $   14         $     3 
                                          =======        ========

                            (See Accompanying Notes)
<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 three months ended March 31,
1995 are not necessarily indicative of the results for the full
year 1995.

     As further discussed in Note 4, the Company changed its
accounting policy for calculating the oil and gas asset ceiling
test during the fourth quarter of 1994, but effective as of
January 1, 1994. As a result thereof, the Company's results of
operations and corresponding per share amounts as well as certain
items in the Condensed Consolidated Statement of Cash Flows for
the first quarter ended March 31, 1994 have been restated to
reflect this change in accounting policy.

     Statements of Cash Flows

     Amounts paid for interest and income taxes were as follows:
                                     Three Months Ended March 31
                                       1995           1994   
                                      ------         ------
                                       (Millions of Dollars)
     Interest paid (net of 
       capitalized amounts)           $  46           $ 27
     Income taxes paid                $   3           $  1

     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.  
<PAGE>
                            ORYX ENERGY COMPANY
           NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                (continued)


2.   Provision for Restructuring

     In 1994, the Company adopted plans to achieve further cost
reductions and, associated therewith, recognized a $92 million
($59 million after-tax) provision for restructuring.  The 1994
provision consisted of a charge of $161 million provided in the
first quarter, revised to $76 million because of the accounting
change (Note 4), and $16 million provided in the fourth quarter.

     An analysis of the first quarter 1994 provision for
restructuring follows:

                                                  1995  
                                     Balance    Activity  Balance
                                        at       through    at   
                                     12/31/94    3/31/95  3/31/95 
                                     --------   --------  -------
                                        (Millions of Dollars)

  Termination and Associated Costs*    $  6       $  4      $  2 
  FAS 88 and FAS 106 (Retirement 
    and Postretirement Costs)**           2          -         2 
  Book Value of Assets to be 
    Divested and Lease Obligations***    22          -        22 
                                       -----      -----     -----
       Total Provision                 $ 30       $  4      $ 26
                                       =====      =====     =====

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

 **  Costs primarily represent non-cash adjustments due to
     special termination benefits and 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.

***  Book value of assets to be divested are a result of the
     Company's program to consolidate its U.S. onshore
     position into 6 primary states.  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 by which the fair market value of the
     asset is less than $37 million, not to exceed $31 million. 
<PAGE>
     An analysis of the fourth quarter 1994 provision for
restructuring follows:

                                                  1995  
                                     Balance    Activity  Balance
                                       at        through    at   
                                     12/31/94    3/31/95  3/31/95 
                                     --------   --------  -------
                                        (Millions of Dollars)    

  Termination and Associated Costs*    $  6       $  1     $  5 
  FAS 88 and FAS 106 (Retirement 
    and Postretirement Costs)**          10          -       10 
                                       -----      -----    -----
                                       $ 16       $  1     $ 15  
                                       =====      =====    =====

  *  Termination and associated cash costs are primarily
     comprised of severance pay and associated employee
     benefit costs for 45 employees.  Management expects to
     complete such payments by the end of 1996.

 **  Costs primarily represent non-cash adjustments due to
     special termination benefits and 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.
<PAGE>
                            ORYX ENERGY COMPANY
           NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                (continued)


3.        Income Taxes

          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 months ended
March 31, 1995 decreased $2 million from such remeasurement. 
Management believes that such non-cash remeasurements 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.        Accounting Change

          Effective January 1, 1994, the Company changed its
accounting policy for calculating the oil and gas asset ceiling
test from a total company basis to an individual field basis.  As
a result of this change, the Company recognized a one time
non-cash cumulative charge to earnings of $948 million ($1,355
million pre-tax) to first quarter 1994 earnings.  Consequently,
earnings have been restated for the first quarter of 1994, as
follows: 

                          As Reported         As Restated
                          -----------         -----------
                  (Millions of Dollars, Except Per Share Amounts)

      Net loss               $ (140)            $(1,008)
                             =======            ========

      Net loss per share     $(1.44)            $(10.39)
                             =======            ========
<PAGE>
5.        Properties, Plants and Equipment

          At March 31, 1995 and December 31, 1994, the Company's
properties, plants and equipment; and related accumulated
depreciation, depletion and amortization were as follows:

                                          March 31    December 31
                                            1995          1994   
                                          --------    -----------
                                           (Millions of Dollars)

Gross investment .................         $ 5,296      $ 6,320
Less accumulated depreciation, 
  depletion and amortization .....           3,509        4,480
                                           --------     --------
Net investment ...................         $ 1,787      $ 1,840
                                           ========     ========
<PAGE>
                            ORYX ENERGY COMPANY
           NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                (continued)


6.        Obligations to be Repaid From Divestment Proceeds

          As of March 31, 1995, obligations to be repaid from
divestment proceeds consisted of long-term obligations repaid in
April 1995 with proceeds from asset sales which were completed in
the first quarter of 1995 and have been classified as current
liabilities.

7.        Shareholders' Equity (Deficit)

          Shares of the Company's preferred and common stocks
authorized, issued, outstanding and in treasury at March 31, 1995
and December 31, 1994 were as follows:

                                                            In  
                        Authorized  Issued  Outstanding  Treasury
                        ----------  ------  -----------  --------
                                    (Thousands of Shares)
March 31, 1995   
  Preferred stock         15,000       -        -           -  
  Preference stock        15,000     5,259     5,259        -  
  Common stock           250,000   126,704    99,059     (24,643)
December 31, 1994
  Preferred stock         15,000       -        -           -  
  Preference stock        15,000     5,259     5,259        -  
  Common stock           250,000   126,704    98,946     (24,756)

<PAGE>
                       REPORT OF INDEPENDENT ACCOUNTANTS


To the Shareholders and Board of Directors, Oryx Energy Company:


We have reviewed the accompanying condensed consolidated balance
sheet of Oryx Energy Company and its Subsidiaries as of March 31,
1995, and the related condensed consolidated statements of income
and cash flows for the three months ended March 31, 1995 and
1994.  These financial statements are the responsibility of the
Company's management. 

We conducted our review in accordance with standards established
by the American Institute of Certified Public Accountants.  A
review of interim financial information consists principally of
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 conducted 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 accompanying condensed
consolidated financial statements 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, 1994, 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, 1995, which included an explanatory
paragraph describing the change in accounting for calculating the
oil and gas asset ceiling test in 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, 1994, is
fairly stated, in all material respects, in relation to the
consolidated balance sheet from which it has been derived.


                                                                  
        
COOPERS & LYBRAND L.L.P.
     
Dallas, Texas
May 10, 1995<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 three months ended March 31, 1995.  The increase was
comprised of $69 million of net cash flow provided from operating
activities, $32 million of net cash flow used for investing
activities and $33 million of net cash flow used for financing
activities.  The $69 million in net cash flow provided from
operating activities consisted of $112 million in net cash flow
provided from operating activities before changes in current
assets and liabilities and $43 million used for changes in
current assets and liabilities.  The $112 million in net cash
flow provided from operating activities before changes in current
assets and liabilities was primarily impacted by increased crude
oil volumes and prices, offset partially by an increase in U.K.
royalties and PRT expense.  The $43 million of net cash flow used
for changes in current assets and liabilities consisted of a $39
million decrease in accounts payable and accrued liabilities and
a $4 million increase in accounts receivable.

The $32 million in net cash flow used for investing activities
and the $33 million in net cash flow used for financing
activities are primarily due to a cash use of $65 million for
capital expenditures, a cash use of $33 million from
net decreases in debt and a cash source of $36 million from
divestment proceeds, net of current taxes.

The Company incurred a provision for restructuring in 1994
consisting of an initial charge of $161 million in the first
quarter, revised to $76 million because of the accounting change,
and $16 million provided in the fourth quarter.  The
restructuring program should lead to a $70 million cost reduction
for 1995.  For analyses of the restructuring provision, see Note
2 to the Condensed Consolidated Financial Statements.

During March 1995, the Financial Accounting Standards Board
issued Statement of Financial Accounting Standards No. 121,
"Accounting for the Impairment of Long-Lived Assets and for
Long-Lived Assets to Be Disposed of", effective for fiscal years
beginning after December 15, 1995.  When adopted, the impact of
this statement is expected to be immaterial.

On April 20, 1995, the holders of the Company's Series B Junior
Cumulative Convertible Preferred Stock (Series B Preference)
converted 4,250,000 shares of Series B Preference into 4,250,000
shares of $1 par value common stock in connection with the sale
of such shares in private transactions.

<PAGE>
RESULTS OF OPERATIONS 

The Company's net income for the quarter ended March 31, 1995 was
$13 million, or $.13 per share, as compared to a loss before the
cumulative effect of an accounting change of $60 million, or $.62
per share for the quarter ended March 31, 1994.  Revenues for the
1995 first quarter were $293 million versus $260 million for the
first quarter of 1994.  

Comparing the 1995 first quarter to the 1994 first quarter, crude
oil volumes increased 21 thousand barrels per day, or 18 percent,
primarily a result of increased U.K. production.  Natural gas
volumes decreased 42 mmcf per day, or 7 percent, primarily a
result of U.S. asset sales and normal declines.  Worldwide crude
oil prices rose $3.02 per barrel, while natural gas prices fell
$.33 per mcf.  Total costs and expenses, excluding restructuring
charges, were approximately the same despite the 6-percent
increase in volumes.  Production taxes increased primarily from
additional U.K. royalty and PRT expense, however, this increase
was more than offset by a decrease in exploration costs from
reduced dry hole costs.

Average worldwide net production of crude oil and condensate for
the three months ended March 31, 1995 was 137 thousand barrels
daily compared to average net production for the three months
ended March 31, 1994 of 116 thousand barrels daily.  Average net
production of crude oil and condensate was 49 thousand barrels
daily in the United States and 88 thousand barrels daily from
foreign locations during the three months ended March 31, 1995,
compared to 51 thousand barrels daily in the United States and 65
thousand barrels daily from foreign locations in the first
quarter of 1994.  The average worldwide crude oil and condensate
price in the first quarter of 1995 was $16.46 per barrel compared
to $13.44 per barrel in the first quarter of 1994.

Average worldwide net production of natural gas was 603 million
cubic feet daily for the three months ended March 31, 1995,
compared to 645 million cubic feet in the three months ended
March 31, 1994.  Average net production of natural gas was 504
million cubic feet daily in the United States and 99 million
cubic feet daily from the United Kingdom in the first quarter of
1995, compared to 553 million cubic feet daily in the United
States and 92 million cubic feet daily from the United Kingdom in
the first quarter of 1994.  The average worldwide price of
natural gas for the first quarter of 1995 was $1.77 per thousand
cubic feet compared to $2.10 per thousand cubic feet in the first
quarter of 1994.
<PAGE>
                                    PART II

                               OTHER INFORMATION


Item 4.  Submission of Matters to a Vote of Security Holders

     On May 4, 1995, the Annual Meeting of Shareholders of Oryx
Energy Company was held to vote on proposals as follows:

     (a)  To elect three directors to Class I of the Company's
Board of Directors.

                          Robert B.      David S.     Charles H.
                            Gill      Hollingsworth   Pistor, Jr.
                          ----------  -------------   -----------
       Affirmative        78,614,648     78,618,974    78,485,400
       Negative               -              -              -
       Abstained              -              -              - 
       Withheld            4,111,225      4,106,899     4,240,473
       Broker non-votes       -              -              -
       Shares without 
         executed proxies
         and not present 
         for vote          16,303,881    16,303,881    16,303,881
                           ----------    ----------    ----------
       Shares entitled to 
         vote              99,029,754    99,029,754    99,029,754
                           ==========    ==========    ==========

     (b)  To approve the appointment of Coopers & Lybrand L.L.P.
as independent accountants for the fiscal year 1995.

       Affirmative         80,664,625
       Negative             1,059,082
       Abstained            1,002,166
       Withheld                  -
       Broker non-votes          -
       Shares without 
         executed proxies
         and not present 
         for vote          16,303,881
                           ----------
       Shares entitled 
         to vote           99,029,754
                           ========== 
<PAGE>
     (c)  To approve the stockholder proposal regarding
reorganization of the Board of Directors into one class.

       Affirmative         41,222,095
       Negative            30,447,844
       Abstained            1,757,076
       Withheld                  -
       Broker non-votes     9,298,858
       Shares without 
         executed proxies
         and not present 
         for vote          16,303,881
                           ----------
       Shares entitled 
         to vote           99,029,754
                           ==========
<PAGE>
                                    PART II

                         OTHER INFORMATION - continued


Item 6.  Exhibits and Reports on Form 8-K

     (a)  Exhibits:

          12 Computation of Consolidated Ratios of Earnings to
             Fixed Charges and Earnings to Fixed Charges and
             Preferred Stock Dividend Requirements.

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

          27 Financial Data Schedule

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



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

     b)   Reports on Form 8-K:

          On February 6, 1995, the Company filed a Form 8-K to
report the adoption of a new accounting policy for determining
the ceiling test for its oil and gas properties.  See Note 4 to
the Condensed Consolidated Financial Statements and Management's
Discussion and Analysis of Financial Condition and Results of
Operations - Financial Condition.
<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/ Robert L. Thompson  
    ------------------------
     Robert L. Thompson
     (Comptroller and Corporate Planning Director)



DATE May 10, 1995


WARNING: THE EDGAR SYSTEM ENCOUNTERED ERROR(S) WHILE PROCESSING THIS SCHEDULE.

<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>
<RESTATED> 
<MULTIPLIER> 1000000
       
<S>                             <C>
<PERIOD-TYPE>                   QTR-1
<FISCAL-YEAR-END>                          DEC-31-1995
<PERIOD-END>                               MAR-31-1995
<CASH>                                              14
<SECURITIES>                                         0
<RECEIVABLES>                                      182
<ALLOWANCES>                                         0
<INVENTORY>                                          7
<CURRENT-ASSETS>                                   237
<PP&E>                                            5296
<DEPRECIATION>                                    3509
<TOTAL-ASSETS>                                    2088
<CURRENT-LIABILITIES>                              572
<BONDS>                                           1461
<COMMON>                                          1945
                                0
                                        282
<OTHER-SE>                                      (2560)
<TOTAL-LIABILITY-AND-EQUITY>                      2088
<SALES>                                            299
<TOTAL-REVENUES>                                   293
<CGS>                                              203
<TOTAL-COSTS>                                      203
<OTHER-EXPENSES>                                    31
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                                  38
<INCOME-PRETAX>                                     21
<INCOME-TAX>                                         8
<INCOME-CONTINUING>                                 13
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                        13
<EPS-PRIMARY>                                      .13
<EPS-DILUTED>                                      .13
        

</TABLE>

EXHIBIT 12


                              ORYX ENERGY COMPANY
                 COMPUTATION OF CONSOLIDATED RATIO OF EARNINGS
               TO FIXED CHARGES AND EARNINGS TO FIXED CHARGES AND
            PREFERRED STOCK DIVIDEND REQUIREMENTS - UNAUDITED (a)

                             (Millions of Dollars)

                                                    Three Months
                                                   Ended March 31
                                                        1995    
                                                   --------------
RATIO OF EARNINGS TO FIXED CHARGES:
Fixed Charges:
  Consolidated interest cost and debt expense  . . . . .$  40 
  Interest allocable to rental expense (b) . . . . . . .    3 
                                                        ------
     Total . . . . . . . . . . . . . . . . . . . . . . .$  43 
                                                        ======

Earnings:
  Consolidated income before provision for income taxes $  21 
  Fixed charges. . . . . . . . . . . . . . . . . . . . .   43 
  Interest capitalized . . . . . . . . . . . . . . . . .   (2)
  Amortization of previously capitalized interest  . . .    1 
                                                        ------
     Total . . . . . . . . . . . . . . . . . . . . . . .$  63 
                                                        ======
Ratio of Earnings to Fixed Charges . . . . . . . . . . . 1.47 
                                                        ======

RATIO OF EARNINGS TO FIXED CHARGES AND PREFERRED STOCK 
  DIVIDEND REQUIREMENTS:
Fixed Charges:
  Consolidated interest cost and debt expense  . . . . .$  40 
  Preferred stock dividend requirements. . . . . . . . .    - 
  Interest allocable to rental expense (b) . . . . . . .    3 
                                                        ------
     Total . . . . . . . . . . . . . . . . . . . . . . .$  43 
                                                        ======

Earnings:
  Consolidated income before provision for income taxes $  21 
  Fixed charges. . . . . . . . . . . . . . . . . . . . .   43 
  Interest capitalized . . . . . . . . . . . . . . . . .   (2)
  Amortization of previously capitalized interest  . . .    1 
                                                        ------
     Total . . . . . . . . . . . . . . . . . . . . . . .$  63 
                                                        ======
Ratio of Earnings to Fixed Charges . . . . . . . . . . . 1.47 
                                                        ======
                

(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.


EXHIBIT 28




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 May 10, 1995 on our review of
the interim condensed consolidated balance sheet of Oryx Energy
Company and its Subsidiaries as of March 31, 1995, and the related
condensed consolidated statements of income and cash flows for the
three months ended March 31, 1995 and 1994, 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


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
May 10, 1995



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