SUN CO INC
8-K/A, 1995-09-26
PETROLEUM REFINING
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                    SECURITIES AND EXCHANGE COMMISSION

                          WASHINGTON, D.C.  20549

                                FORM 8-K/A

                    AMENDMENT TO APPLICATION OR REPORT
               Filed Pursuant to Section 13 or 15(d) of the
                      SECURITIES EXCHANGE ACT OF 1934




                             SUN COMPANY, INC.
          ------------------------------------------------------
          (Exact name of registrant as specified in its charter)

                              AMENDMENT NO. 1

     The undersigned registrant hereby amends Item 7 -- Financial
Statements and Exhibits of its Current Report on Form 8-K dated
September 11, 1995 as set forth in the pages attached hereto.

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



     SUN COMPANY, INC.


BY   s/Thomas W. Hofmann
     Thomas W. Hofmann
     Comptroller
     (Principal Accounting Officer)

DATE September 26, 1995

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Item 7.   Financial Statements and Exhibits.
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     The letter from Coopers & Lybrand L.L.P. (the former auditors)
included as Exhibit 16 to the Current Report on Form 8-K dated
September 11, 1995 is hereby amended to state that the former auditors also
agree with the statements in the first paragraph of Item 4 -- Changes in
Registrant's Certifying Accountant which pertain to them.





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                              EXHIBIT INDEX 
                              -------------

Exhibit
Number                             Exhibit
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  16      Letter from Coopers & Lybrand L.L.P. pursuant to Item 304(a)(3)
          of Regulation S-K.




















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                                                                 EXHIBIT 16


September 26, 1995


COOPERS & LYBRAND L.L.P. LETTERHEAD


Office of the Chief Accountant
Securities and Exchange Commission
Mail Stop 9-5
450 Fifth Street, N.W.
Washington, D.C.  20549


Dear Sir:

We have read Item 4 included in the Form 8-K dated September 11, 1995 of
Sun Company, Inc. filed with the Securities and Exchange Commission and are
in agreement with the statements contained in paragraphs (c), (d) and (e)
therein and those contained in paragraph (a) which pertain to Coopers &
Lybrand L.L.P.

Very truly yours,



s/ COOPERS & LYBRAND L.L.P.
- ---------------------------
Coopers & Lybrand L.L.P.






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