Exhibit 10.34B  Exhibit C Amendment No.
One to the  Oryx Energy
Company Executive
Retirement Plan As Amended and
Restated Effective
January 1, 1995   WHEREAS,
Oryx Energy Company (the “Company”) last amended and restated the Executive
Retirement Plan (the “Plan”) effective January 1, 1995; and  WHEREAS,
the Company desires further to amend the Plan; and  WHEREAS,
the Board of Directors of the Company approved the amendment to the Plan as set
forth below.  NOW,
THEREFORE, pursuant to the powers reserved in Article IX of the Plan, the Plan
has been amended, effective January 1, 1996, as follows:   I.  The
first sentence of the first paragraph in Section 3.08(b) is amended by the
addition of the words “or 1996” after the phrase “under an outplacement program
during 1995”.  II.  Except
for the amendments reflected in this instrument, the Plan shall remain in full
force and effect.  IN
WITNESS WHEREOF, the Company has caused this instrument to be executed this 11th
day of December, 1995.  ORYX
ENERGY COMPANY  By: 
__/s/  Frances G. Heartwell _________ Name: 
Frances G. Heartwell ___________ Title: 
 _Vice President, Human Resources_ _  and Administration____________  ATTEST:  By: 
__/s/  William C. Lemmer______ Title: 
_Secretary_________________    
 Amendment No.
Two to the  Oryx Energy
Company Executive
Retirement Plan As Amended and
Restated Effective
January 1, 1995  WHEREAS,
Oryx Energy Company (the “Company”) last amended and restated the Executive
Retirement Plan (the “Plan”) effective January 1, 1995 and last amended the Plan
effective January 1, 1996; and  WHEREAS,
the Company desires further to amend the Plan;  NOW,
THEREFORE, pursuant to the powers reserved in Article IX of the Plan, the Plan
is hereby amended as follows:   I.  Effective
January 1, 1997, the first sentence of the first paragraph in Section 3.08(b) is
amended to include the year 1997, by the revision of the phrase “under an
outplacement program during 1995 or 1996” to read “under an outplacement program
during 1995, 1996 or 1997”.  II.  Except
for the amendments reflected in this instrument, the Plan shall remain in full
force and effect.   IN
WITNESS WHEREOF, the Company has caused this instrument to be executed this 5th
day of September, 1996.   ORYX
ENERGY COMPANY  By: 
__/s/  Frances G. Heartwell _________ Name: 
Frances G. Heartwell ___________ Title:  
_Vice President, Human Resources_ _  and Administration____________   ATTEST:  By: 
__/s/  William C. Lemmer______ Title: 
_Vice President, General______ _Counsel
and Secretary_______   
  Oryx Energy
CompanyExecutive Retirement PlanAs Amended And Restated Effective
January 1, 1995   WHEREAS,
Oryx Energy Company (the “Company”) last amended and restated the Executive
Retirement Plan (the “Plan”) effective January 1, 1995 and last amended the Plan
effective January 1, 1997; and  WHEREAS,
the Company desires further to amend the Plan;  NOW,
THEREFORE, pursuant to the powers reserved in Article IX of the Plan, the Plan
is hereby amended as follows:  I.  Effective
January 1, 1998, the first sentence of the first paragraph in Section 3.08(b) is
amended to include the year 1998, by the revision of the phrase “under an
outplacement program during 1995, 1996 or 1997” to read “under an outplacement
program during 1995, 1996, 1997 or 1998”.  II.  Except
for the amendments reflected in this instrument, the Plan shall remain in full
force and effect.   IN
WITNESS WHEREOF, the Company has caused this instrument to be executed this 4th
day of September, 1997.   ORYX
ENERGY COMPANY  By: 
__/s/  Frances G. Heartwell _________ Name: 
Frances G. Heartwell ___________ Title:  
_Vice President, Human Resources_ _  and Administration____________   ATTEST:  By: 
__/s/  William C. Lemmer_______ Title:  
_Vice President, General______ Counsel and Secretary_______