SUN CO INC
8-K, 1996-03-20
PETROLEUM REFINING
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                    SECURITIES AND EXCHANGE COMMISSION

                          WASHINGTON, D.C.  20549

                                 FORM 8-K

                              CURRENT REPORT


                  Pursuant to Section 13 or 15(d) of the

                      Securities Exchange Act of 1934



                      Date of Report:  March 20, 1996



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

       Pennsylvania            1-6841                  23-1743282
       ------------            ------                  ----------
       (State or other         (Commission             (IRS employer
        jurisdiction of         file number)            identification
        incorporation)                                  number)

       Ten Penn Center, 1801 Market Street, Philadelphia, PA  19103-1699
       -----------------------------------------------------------------
       (Address of principal executive offices)               (Zip Code)

       (215) 977-3000
       ----------------------------------------------------------------
       (Registrant's telephone number, including area code)

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Item 5.   Other Events.
          -------------

     On March 19, 1996, Sun Company, Inc. issued a press release announcing
the Company's net income for the first two months of 1996.  A copy of such
press release is attached hereto as Exhibit 99.1.




Item 7.   Financial Statements, Pro Forma Financial Information and
          Exhibits. 
          ---------------------------------------------------------
    
     (c)  Exhibits
          --------

          99.1 Sun Company, Inc. Press Release dated March 19, 1996. 
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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.



     SUN COMPANY, INC.



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

DATE March 20, 1996 



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

Exhibit
Number                             Exhibit
- -------   ---------------------------------------------------------------

  99.1    Sun Company, Inc. Press Release dated March 19, 1996.







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                                                               EXHIBIT 99.1

                   SUN COMPANY, INC. ANNOUNCES EARNINGS
                       FOR FIRST TWO MONTHS OF 1996

     PHILADELPHIA, March 19, 1996 - Sun Company, Inc. (NYSE: SUN) is
announcing today its earnings for the first two months of 1996.  

     The company's unaudited net income for this two-month period was
approximately $15 million.  During the first three months of 1995, Sun had
an after-tax loss of $7 million.  

     Sun's operating results can vary significantly from month to month due
to the volatility of refining and marketing margins and the timing of
maintenance activities at Sun's refineries, among other factors. 
Therefore, operating results for the first two months of 1996 are not
necessarily indicative of the operating results for either the first
quarter or the full year 1996.

     Sun Company, Inc., headquartered in Philadelphia, operates five
domestic refineries and markets gasoline under the Sunoco brand through
approximately 4,000 outlets in 17 states from Maine to Indiana to the
District of Columbia.  These outlets include more than 500 convenience
stores and approximately 350 Sunoco Ultra Service Centers.  Sun sells
lubricants and petrochemicals worldwide and operates domestic pipelines and
terminals.  Sun also conducts coal mining and cokemaking operations in
Virginia and Kentucky and produces crude oil and natural gas in the U.K.
North Sea.





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