SUN CO INC
8-K, 1996-05-08
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:  May 8, 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
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       (Address of principal executive offices)               (Zip Code)

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

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Item 5.   Other Events.
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     On May 8, 1996, Sun Company, Inc. issued a press release announcing
that it filed an amendment to its Form 10-Q for the period ended March 31,
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
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          99.1 Sun Company, Inc. Press Release dated May 8, 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 May 8, 1996 



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

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

  99.1    Sun Company, Inc. Press Release dated May 8, 1996.







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                                                               EXHIBIT 99.1


     Philadelphia, May 8, 1996 - Sun Company, Inc. (NYSE: SUN) announced
that a draft disclosure as to Transok, Inc., a subsidiary of Central and
South West Corporation (CSW), was inadvertently included in its Form 10-Q
for the quarter ended March 31, 1996, filed earlier today.  Although Sun
and a partner had discussions with CSW regarding the acquisition of
Transok, no agreement was reached and the parties are not currently in
discussions regarding Transok.  Sun is correcting this inadvertent
disclosure by filing an amendment to the Form 10-Q for the quarter ended
March 31, 1996.





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