ORYX ENERGY CO
10-Q, 1996-08-12
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         June 30, 1996

                               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 August 1, 1996 was 104,712,028.
<PAGE>
                       ORYX ENERGY COMPANY
                                
                                
                              INDEX



                                                                 Page

PART I.  FINANCIAL INFORMATION

  Item 1. Financial Statements

         Condensed Consolidated Statements of Income for the
         Three and Six Months Ended June 30, 1996 and 1995....     3

         Condensed Consolidated Balance Sheets at June 30,
         1996 and December 31, 1995...........................     4

         Condensed Consolidated Statements of Cash Flows for
         the Six Months Ended June 30, 1996 and 1995..........     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 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    For the Six  Months
(Millions of Dollars, Except          Ended June 30          Ended June 30
Per Share Amounts)                    1996    1995           1996    1995
                                                (Unaudited)
Revenues
  Oil and gas                      $   256  $  272         $  504   $  571
  Other                                 (3)     13             (4)       7
                                   -------  ------         ------   ------
                                       253     285            500      578
                                   -------  ------         ------   ------
Costs and Expenses
  Operating costs                       57      91            115      182
  Production taxes                      36      30             62       68
  Exploration costs                     14      13             25       26
  Depreciation, depletion and
    amortization                        66      72            129      146
  General and administrative
    expense                             14      16             29       34
  Interest and debt expense             27      39             56       79
  Interest capitalized                  (4)     (2)            (7)      (4)
                                    ------  ------         ------   ------
                                       210     259            409      531
                                    ------  ------         ------   ------
Income Before Extraordinary
  Item and Provision for Income
  Taxes                                 43      26             91       47
Provision for Income Taxes (Note 3)     14       2             31        8
Remeasurement of Foreign Deferred
  Tax (Note 3)                           1      (1)             -        1
                                    ------  ------         ------   ------
Income Before Extraordinary Item        28      25             60       38
Extraordinary Item (Note 4)              -     (14)             -      (14)
                                    ------  ------         ------   ------
Net Income                          $   28  $   11         $   60   $   24
                                    ======  ======         ======   ======
Income Per Share of
  Common Stock:
  Before extraordinary item         $  .27  $  .25         $  .57   $  .38
  Extraordinary item                     -    (.14)             -     (.14)
                                    ------  ------         ------   ------
Net income                          $  .27  $  .11         $  .57   $  .24
                                    ======  ======         ======   ======
Weighted Average Number of Common
  Shares Outstanding (in millions)   104.9   102.5          104.8    100.8
                                    ======  ======         ======   ======
                    (See Accompanying Notes)
<PAGE>
ORYX ENERGY COMPANY
CONDENSED CONSOLIDATED BALANCE SHEETS

  
                                                June 30    December 31
(Millions of Dollars)                             1996         1995
                                              (Unaudited)
Assets

Current Assets
  Cash and cash equivalents                    $    13       $    20
  Accounts receivable and other current assets     166           161
                                               -------       -------
Total Current Assets                               179           181
Properties, Plants and Equipment (Note 4)        1,469         1,426
Deferred Charges and Other Assets                   62            59
                                               -------       -------
Total Assets                                   $ 1,710       $ 1,666
                                               =======       =======
Liabilities and Shareholders' Deficit

Current Liabilities
  Accounts payable                             $   121       $   106
  Accrued liabilities                              176           196
  Current portion of long-term debt                 16           152
                                               -------       -------
Total Current Liabilities                          313           454
Long-Term Debt (Note 5)                          1,150         1,051
Deferred Income Taxes                              238           207
Deferred Credits and Other Liabilities             154           163
Shareholders' Deficit (Note 6)
  Common stock, par value $1 per share             124           124
  Additional paid-in capital                     1,821         1,821
  Accumulated deficit                             (994)       (1,051)
                                               -------       -------
                                                   951           894

  Less common stock in treasury, at cost;
    19,026,858 and 19,247,112 shares in 1996
    and 1995                                      (997)       (1,004)
  Loan to ESOP                                     (99)          (99)
                                               -------       -------
Shareholders' Deficit                             (145)         (209)
                                               -------       -------
Total Liabilities and Shareholders' Deficit    $ 1,710       $ 1,666
                                               =======       =======

The successful efforts method of accounting is followed.

                    (See Accompanying Notes)
<PAGE>
ORYX ENERGY COMPANY
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

 
                                                    For the Six Months
                                                       Ended June 30
(Millions of Dollars)                                  1996      1995
                                                         (Unaudited)

Cash and Cash Equivalents From Operating Activities
  Net income                                         $   60    $   24
  Adjustments to reconcile net income to net
    cash from operating activities:
     Depreciation, depletion and amortization           129       146
     Dry hole costs and leasehold impairment             10         8
     Gain on sale of assets, net of taxes                 -       (14)
     Deferred income taxes                               28        26
     Extraordinary item                                   -        14
     Remeasurement of foreign deferred tax                -         1
     Other                                                -         6
                                                     ------    ------
                                                        227       211

     Changes in working capital:
       Accounts receivable and other current assets      (5)      (20)
       Accounts payable and accrued liabilities           -       (40)
                                                     ------    ------
Net Cash Flow Provided From Operating Activities        222       151
                                                     ------    ------
Investing Activities
  Capital expenditures                                 (185)     (129)
  Proceeds from divestments, net of current taxes         4       123
  Other                                                 (11)       (7)
                                                     ------    ------
Net Cash Flow Used For Investing Activities            (192)      (13)
                                                     ------    ------
Financing Activities
  Proceeds from borrowings                              109        10
  Repayments of long-term debt                         (146)     (144)
                                                     ------    ------
Net Cash Flow Used For Financing Activities             (37)     (134)
                                                     ------    ------
Changes In Cash and Cash Equivalents                     (7)        4
Cash and Cash Equivalents at Beginning of Period         20        10
                                                     ------    ------
Cash and Cash Equivalents at End of Period           $   13    $   14
                                                     ======    ======

                    (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,  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 six months ended June 30, 1996 are  not
     necessarily  indicative of the results  for  the  full  year
     1996.
     
     Statements of Cash Flows

     Amounts paid for interest and income taxes were as follows:

                                            Six Months Ended June 30
                                                1996     1995
                                            (Millions of Dollars)
            Interest paid (net of capitalized
              amounts)                        $   45    $  84
            Income taxes paid                 $    2    $   4

     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  the fourth quarter of 1995, the Company recognized a net
     $25 million ($16 million after-tax) charge for restructuring
     comprised   of  a  $4  million  adjustment   to   the   1994
     restructuring  provision  and a  $29  million  restructuring
     provision for a plan to achieve further cost reductions.
<PAGE>
                       ORYX ENERGY COMPANY
      NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                           (continued)


2.   Provision for Restructuring (continued)

     An analysis of the 1995 restructuring liability follows:
                                        1996       1996
                             Balance    First     Second    Balance
                               at      Quarter    Quarter     at
                            12/31/95   Activity  Activity   6/30/96
                                    (Millions of Dollars)
     Termination and
       associated costs*      $  9      $  1       $  6      $  2
     Office lease
       obligation**             14         1          1        12
                              ----      ----       ----      ----
        Total                 $ 23      $  2       $  7      $ 14
                              ====      ====       ====      ====

            *   Termination and associated cash costs are
                primarily comprised of severance pay and associated
                employee benefit costs for 250 operational and
                administrative employees.  Management expects to
                complete such payments by the end of 1997.

           **   Represents contractual obligations existing prior
                to the commitment date that will continue with no
                economic benefit to the Company.

     The  costs  of  the  1994 restructuring  were  substantially
     complete  at  12/31/95.   As  a  result  of  $1  million  of
     termination payments made during the first quarter of  1996,
     costs of the 1994 restructuring were completed.

3.   Income Taxes

     The  Company's provisions for income taxes for the three and
     six  months  ended June 30, 1996 were $14  million  and  $31
     million.  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.
<PAGE>
                       ORYX ENERGY COMPANY
      NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                           (continued)


3.   Income Taxes (continued)

     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 June 30, 1996 decreased $1  million
     while  reported earnings for the three and six months  ended
     June  30, 1995 increased $1 million and decreased $1 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.   Properties, Plants and Equipment

     At  June  30,  1996  and December 31,  1995,  the  Company's
     properties,  plants  and equipment; and related  accumulated
     depreciation, depletion and amortization were as follows:

                                              June 30   December 31
                                                1996        1995
                                              (Millions of Dollars)

          Gross investment .................   $5,271      $5,133
          Less accumulated depreciation,
            depletion and amortization .....    3,802       3,707
                                               ------      ------
          Net investment ...................   $1,469      $1,426
                                               ======      ======

5.   Long-Term Debt

     Effective  June  1,  1995,  the Company  replaced  its  $620
     million  revolving  credit  facility  with  a  $500  million
     revolving  credit facility which matures on June  30,  1998.
     In  connection therewith, the Company recognized a  non-cash
     extraordinary  loss of $14 million (net  of  $8  million  of
     income  tax)  from  the  write off of  debt  issuance  costs
     deferred under the $620 million revolving credit facility.
<PAGE>
                       ORYX ENERGY COMPANY
      NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                           (continued)


6.   Shareholders' Deficit

     Shares   of  the  Company's  preferred  and  common   stocks
     authorized, issued, outstanding and in treasury at June  30,
     1996 and December 31, 1995 were as follows:
                                                            In
                         Authorized   Issued Outstanding Treasury
                                  (Thousands of Shares)
     June 30, 1996
      Preferred stock       15,000        -          -        -
      Preference stock       7,741        -          -        -
      Common stock         250,000  126,704    104,675 (19,027)
     December 31, 1995
      Preferred stock       15,000        -          -        -
      Preference stock       7,741        -          -        -
      Common stock         250,000  126,704    104,455 (19,247)


7.   Subsequent Events

     On  July 11, 1996, the Company issued $150 million 8 3/8% notes
     Due  July 15, 2004.  The net proceeds of $148.5 million were
     used  to  refinance  debt outstanding  under  the  Company's
     Revolving Credit Agreement, uncommitted lines of credit  and
     commercial  paper.   These vehicles had  been  utilized  to
     refinance  $100  million of the Company's 9.30%  Notes  that
     matured  in May 1996 and $35 million of the Company's  6.05%
     Medium  Term  Notes  that matured  in  February  1996.   The
     Company  has an additional $12 million of 8.92% Medium  Term
     Notes  that  will  mature  in the fourth  quarter  of  1996.
     Borrowings  to  be refinanced with the net proceeds  have  a
     final  maturity of up to two years, and as of June 30,  1996
     had a weighted average interest rate of 6.21%.

     On  July  30,  1996, the Company announced its agreement  to
     acquire  all  of Chevron's interests in the Ninian,  Hutton,
     Lyell   and   Murchison  fields  as  well  as  Columba   and
     surrounding  acreage in the U.K. North Sea for $140  million
     and  to  assign  35 percent of the interests to  Ranger  Oil
     Limited, subject to partner pre-emption.  In the first  half
     of  the  year,  the Company estimates that  Chevron's  total
     interest  being  acquired  would have  generated  about  $46
     million  of pre-tax cash flow or $10.40 per barrel produced.
     Proved reserves being acquired were about 50 million barrels
     at 1/1/96, which equates to an acquisition cost of $2.80 per
     barrel.   Oryx operates three of the fields and  expects  to
     become  operator of Ninian. Through a combination  of  major
     cost  reductions  and  reservoir enhancements,  the  Company
     expects  to  extend the productive lives of  the  fields  it
     operates,   thereby  recovering  additional   reserves   and
     generating  incremental income and cash flow.  Such  actions
     are  expected  to result in the addition of approximately  7
     million  barrels  of proved reserves for Oryx  on  its  pre-
     transaction equity interest. The Company plans to  fund  its
     share of the acquisition with internally generated cash flow
     and,  therefore, does not anticipate any permanent  increase
     in  its  $1.2  billion total debt level.  The  agreement  is
     subject  to  obtaining relevant consents and U.K. government
     approvals.  Closing is scheduled for later in the year.
<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 June  30,
1996, the related condensed consolidated statements of income for
the  three and six months ended June 30, 1996 and 1995,  and  the
related  condensed consolidated statements of cash flows for  the
six  months  ended  June  30,  1996 and  1995.   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 of Oryx Energy
Company  and  its Subsidiaries as of December 31, 1995,  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, 1996, 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, 1995, is fairly stated,  in  all
material respects, in relation to the consolidated balance  sheet
from which it has been derived.


             /s/  COOPERS & LYBRAND L.L.P.


Dallas, Texas
August 5, 1996
<PAGE>
Item 2.   Management's  Discussion  and  Analysis  of   Financial
          Condition and Results of Operations


FINANCIAL CONDITION


The  Company's cash and cash equivalents decreased by $7  million
over  the  six  months  ended June 30, 1996.   The  decrease  was
comprised  of  $222  million  of  net  cash  flow  provided  from
operating  activities, $192 million of net  cash  flow  used  for
investing  activities and $37 million of net cash flow  used  for
financing activities.  The $222 million in net cash flow provided
from  operating activities consisted of $227 million in net  cash
flow provided from operating activities before changes in current
assets and liabilities and $5 million used for changes in current
assets  and  liabilities.   The $227 million  in  net  cash  flow
provided  from  operating activities before  changes  in  current
assets and liabilities was primarily impacted by lower costs  and
increased  crude oil and natural gas prices.  The $5  million  of
net  cash flow used for changes in current assets and liabilities
consisted  of  a  $5 million increase in accounts receivable  and
other current assets.


The  $192  million in net cash flow used for investing activities
and  the  $37  million  in  net  cash  flow  used  for  financing
activities  are  primarily due to cash uses of $185  million  for
capital expenditures and $37 million from net decreases in debt.


In  the  fourth quarter of 1995, the Company incurred a  net  $25
million  ($16  million  after-tax)  provision  for  restructuring
comprised  of  a $4 million adjustment to the 1994  restructuring
provision and a $29 million restructuring provision for a plan to
achieve  further  cost  reductions.  For  an  analysis   of   the
restructuring provision, see Note 2 to the Condensed Consolidated
Financial Statements.

On  July 11, 1996, the Company issued $150 million 8 3/8% notes
Due July  15, 2004.  The net proceeds of $148.5 million were used
to refinance  debt outstanding under the Company's Revolving  Credit
Agreement,  uncommitted  lines of credit  and  commercial  paper.
These  vehicles had been utilized to refinance $100  million  of
the  Company's  9.30%  Notes that matured in  May  1996  and  $35
million of the Company's 6.05% Medium Term Notes that matured  in
February  1996.   The Company has an additional  $12  million  of
8.92% Medium Term Notes that will mature in the fourth quarter of
1996.   Borrowings to be refinanced with the net proceeds have  a
final maturity of up to two years, and as of June 30, 1996 had  a
weighted average interest rate of 6.21%.

On  July  30,  1996, the Company announced its  agreement  to
acquire  all of Chevron's interests in the Ninian, Hutton,  Lyell
and  Murchison fields as well as Columba and surrounding  acreage
in  the  U.K. North Sea for $140 million and to assign 35 percent
of  the interests to Ranger Oil Limited, subject to partner  pre-
emption.   In  the first half of the year, the Company  estimates
that Chevron's interest being acquired would have generated about
$46  million of pre-tax cash flow or $10.40 per barrel  produced.
Proved  reserves being acquired were about 50 million barrels  at
1/1/96, which equates to an acquisition cost of $2.80 per barrel.
Oryx  operates three of the fields and expects to become operator
of  Ninian.  Through a combination of major cost  reductions  and
reservoir enhancements, the Company expects to extend the
<PAGE>
Item 2.   Management's  Discussion  and  Analysis  of   Financial
          Condition and Results of Operations - continued


FINANCIAL CONDITION (continued)

productive  lives  of the fields it operates, thereby  recovering
additional  reserves and generating incremental income  and  cash
flow.   Such  actions are expected to result in the  addition  of
approximately 7 million barrels of proved reserves  for  Oryx  on
its  pre-transaction equity interest. The Company plans  to  fund
its  share of the acquisition with internally generated cash flow
and, therefore, does not anticipate any permanent increase in its
$1.2  billion  total  debt level.  The agreement  is  subject  to
obtaining   relevant  consents  and  U.K.  government  approvals.
Closing is scheduled for later in the year.


RESULTS OF OPERATIONS - SIX MONTHS

The  Company's net income for the six months ended June 30,  1996
was $60 million, or $.57 per share, as compared to net income  of
$24  million, or $.24 per share for the first six months of 1995.
Revenues for the six months were $500 million in 1996 versus $578
million  in  1995.  Year-to-date results for 1995 include  a  $14
million   net  gain  on  the  sale  of  assets,  a  $14   million
extraordinary net charge for debt issue costs and  a  $1  million
charge for remeasurement of foreign deferred taxes.

Average worldwide net production of crude oil and condensate  for
the six months ended June 30, 1996 was 100 thousand barrels daily
compared to average net production for the six months ended  June
30,  1995  of 128 thousand barrels daily.  Average net production
of  crude oil and condensate was 44 thousand barrels daily in the
United   States  and  56  thousand  barrels  daily  from  foreign
locations during the six months ended June 30, 1996, compared  to
48  thousand  barrels daily in the United States and 80  thousand
barrels daily from foreign locations during the six months  ended
June 30, 1995.  The worldwide crude oil and condensate price  for
the  first  six months of 1996 was $18.19 per barrel compared  to
$16.69 per barrel for the first six months of 1995.

Average  worldwide net production of natural gas was 479  million
cubic feet daily for the six months ended June 30, 1996, compared
to  578 million cubic feet in the six months ended June 30, 1995.
Average net production of natural gas was 471 million cubic  feet
daily  in  the United States and 8 million cubic feet daily  from
the  United Kingdom in the first six months of 1996, compared  to
494  million cubic feet daily in the United States and 84 million
cubic feet daily in the United Kingdom in the first six months of
1995.   The  worldwide price of natural gas  for  the  first  six
months  of  1996  was $1.99 per thousand cubic feet  compared  to
$1.77 per thousand cubic feet for the first six months of 1995.
<PAGE>

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


RESULTS OF OPERATIONS - THREE MONTHS

The  Company's net income for the quarter ended June 30, 1996 was
$28  million, or $.27 per share, as compared to net income of $11
million,  or  $.11  per  share for the same  quarter  last  year.
Revenues  for  the 1996 second quarter were $253  million  versus
$285 million for the second quarter of 1995.

The 1996 second quarter includes a $1 million net loss from asset
sales  and  a $1 million charge for the remeasurement of  foreign
deferred  taxes.  By comparison, the 1995 second quarter included
a  $14  million  net  gain on sale of assets, an  offsetting  $14
million extraordinary net charge associated with refinancing  and
a  $1  million benefit for the remeasurement of foreign  deferred
taxes.

Compared to the same quarter last year, worldwide liquids  prices
increased  by  $2.09  per  barrel and  U.S.  natural  gas  prices
increased  by  $.25  per thousand cubic feet.   Daily  production
rates  for the quarter declined 15 percent as a result  of  asset
sales.

The  Company's  results continue to reflect the benefits  of  its
cost  reduction efforts.  Total costs and expenses were lower  by
$49  million, or 19 percent, than in the second quarter of  1995.
Cash  expenses were reduced by $44 million, a 24 percent decrease
from a year earlier.

Unit  costs  also continue to show significant improvements  over
last  year.  Total costs and expenses per equivalent barrel  were
$12.93  in  the second quarter, a reduction of $.55 from  a  year
ago,  while cash costs per equivalent barrel declined by $.95  to
$8.65.

Average worldwide net production of crude oil and condensate  for
the  three  months  ended June 30, 1996 was 99  thousand  barrels
daily  compared  to average net production for the  three  months
ended  June 30, 1995 of 119 thousand barrels daily.  Average  net
production  of  crude oil and condensate was 43 thousand  barrels
daily  in  the United States and 56 thousand barrels  daily  from
foreign  locations during the three months ended June  30,  1996,
compared to 47 thousand barrels daily in the United States and 72
thousand  barrels  daily  from foreign locations  in  the  second
quarter of 1995.  The worldwide crude oil and condensate price in
the  second  quarter  of 1996 was $19.05 per barrel  compared  to
$16.96 per barrel in the second quarter of 1995.

Average  worldwide net production of natural gas was 485  million
cubic  feet  daily  for  the three months ended  June  30,  1996,
compared  to  553  million cubic feet daily in the  three  months
ended  June 30, 1995.  Average net production of natural gas  was
476  million cubic feet daily in the United States and 9  million
cubic feet daily from the United Kingdom in the second quarter of
1996,  compared  to 485 million cubic feet daily  in  the  United
States and 68 million cubic feet daily from the United Kingdom in
the  second quarter of 1995.  The worldwide price of natural  gas
for  the second quarter of 1996 was $1.96 per thousand cubic feet
compared  to $1.76 per thousand cubic feet in the second  quarter
of 1995.
<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.

           27   Financial Data Schedule.





       (b) Reports on Form 8-K:

           The  Company  did  not file any reports  on  Form  8-K
           during the quarter ended June 30, 1996.
<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
      (Executive  Vice President, Finance,
       and  Chief  Financial Officer)



DATE: August 12, 1996
<PAGE>

                                                       EXHIBIT 12
                       ORYX ENERGY COMPANY
          COMPUTATION OF CONSOLIDATED RATIO OF EARNINGS
                TO FIXED CHARGES - UNAUDITED (a)

                      (Millions of Dollars)
                                                 Three Months   Six Months
                                                Ended June 30  Ended June 30
                                                     1996          1996
RATIO OF EARNINGS TO FIXED CHARGES:
Fixed Charges:
 Consolidated interest cost and debt expense        $  27         $  56
 Interest allocable to rental expense (b)               2             5
                                                    -----         -----
   Total                                            $  29         $  61
                                                    =====         =====
Earnings:
 Consolidated income before provision for income
   taxes                                            $  43         $  91
 Fixed charges                                         29            61
 Interest capitalized                                  (4)           (7)
  Amortization of previously capitalized interest       1             2
                                                    -----         -----
   Total                                            $  69         $ 147
                                                    =====         =====
Ratio of Earnings to Fixed Charges                   2.38          2.41
                                                    =====         =====
RATIO OF EARNINGS TO FIXED CHARGES AND PREFERRED STOCK
  DIVIDEND REQUIREMENTS:
Fixed Charges:
 Consolidated interest cost and debt expense        $  27         $  56
 Preferred stock dividend requirements                  -             -
 Interest allocable to rental expense (b)               2             5
                                                    -----         -----
   Total                                            $  29         $  61
                                                    =====         =====
Earnings:
 Consolidated income before provision for income
   taxes                                            $  43         $  91
 Fixed charges                                         29            61
 Interest capitalized                                  (4)           (7)
  Amortization of previously capitalized interest       1             2
                                                    -----         -----  
   Total                                            $  69         $ 147
                                                    =====         =====
Ratio of Earnings to Fixed Charges                   2.38          2.41
                                                    =====         =====

(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.
<PAGE>
                                                       EXHIBIT 15


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 August 5, 1996 on our review
of  the  interim  condensed consolidated balance  sheet  of  Oryx
Energy  Company  and its Subsidiaries as of June  30,  1996,  the
related condensed consolidated statements of income for the three
and  six  months  ended June 30, 1996 and 1995, and  the  related
condensed  consolidated  statements of cash  flows  for  the  six
months ended June 30, 1996 and 1995, 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 Equity and Deferred Compensation
  Plan for Non-Employee Directors                       333-03075

  Oryx Energy Company Executive Variable Incentive Plan 333-03089


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.


            /s/ COOPERS & LYBRAND L.L.P.


Dallas, Texas
August 5, 1996
<PAGE>

<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> 1,000,000
       
<S>                             <C>
<PERIOD-TYPE>                   6-MOS
<FISCAL-YEAR-END>                          DEC-31-1996
<PERIOD-END>                               JUN-30-1996
<CASH>                                              13
<SECURITIES>                                         0
<RECEIVABLES>                                      157
<ALLOWANCES>                                         0
<INVENTORY>                                          3
<CURRENT-ASSETS>                                   179
<PP&E>                                            5271
<DEPRECIATION>                                    3802
<TOTAL-ASSETS>                                    1710
<CURRENT-LIABILITIES>                              313
<BONDS>                                           1150
                                0
                                          0
<COMMON>                                          1945
<OTHER-SE>                                      (2090)
<TOTAL-LIABILITY-AND-EQUITY>                      1710
<SALES>                                            504
<TOTAL-REVENUES>                                   500
<CGS>                                              306
<TOTAL-COSTS>                                      306
<OTHER-EXPENSES>                                    54
<LOSS-PROVISION>                                     0
<INTEREST-EXPENSE>                                  49
<INCOME-PRETAX>                                     91
<INCOME-TAX>                                        31
<INCOME-CONTINUING>                                 60
<DISCONTINUED>                                       0
<EXTRAORDINARY>                                      0
<CHANGES>                                            0
<NET-INCOME>                                        60
<EPS-PRIMARY>                                      .57
<EPS-DILUTED>                                      .57
        

</TABLE>


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