<PAGE>   1
 
================================================================================
                                 UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                         ------------------------------
 
                                   FORM 10-K
(MARK ONE)
     [X]     ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
             SECURITIES EXCHANGE ACT OF 1934
 
                  FOR THE FISCAL YEAR ENDED DECEMBER 31, 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 NO. 1-10053
                         ------------------------------
 
                              ORYX ENERGY COMPANY
             (Exact name of Registrant as specified in its charter)
 
<TABLE>
<C>                                              <C>
                    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)
</TABLE>
 
              Registrant's telephone number, including area code:
                                 (972) 715-4000
 
          SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
 
<TABLE>
<CAPTION>
                                                Name of Each Exchange  
     Title of Each Class                         on Which Registered   
     -------------------                        ---------------------  
<C>                                           <C>                      
COMMON STOCK, $1 PAR VALUE                     NEW YORK STOCK EXCHANGE 
8% NOTES DUE OCTOBER 15, 2003                  NEW YORK STOCK EXCHANGE 
8 3/8% NOTES DUE JULY 15, 2004                 NEW YORK STOCK EXCHANGE 
8 1/8% NOTES DUE OCTOBER 15, 2005              NEW YORK STOCK EXCHANGE 
7 1/2% CONVERTIBLE SUBORDINATED                NEW YORK STOCK EXCHANGE 
         DEBENTURES DUE MAY 15, 2014
</TABLE>
 
          SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
 
    MEDIUM TERM NOTES, SERIES A DUE JANUARY 4, 1999 THROUGH FEBRUARY 1, 2002
                          10% NOTES DUE JUNE 15, 1999
                       9 1/2% NOTES DUE NOVEMBER 1, 1999
                          10% NOTES DUE APRIL 1, 2001
 
     Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K.  [X]
 
     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 aggregate market value of voting stock held by nonaffiliates of the
Registrant as of March 1, 1997, was approximately $2,106 million.
 
     The number of shares of Common Stock, $1 par value, outstanding as of March
1, 1997, was 105,312,881.
 
     Selected portions of the Oryx Energy Company Annual Report to Shareholders
to the fiscal year ended December 31, 1996 are incorporated by reference in
Parts I, II, and IV of this Form 10-K.
 
     Selected portions of the Oryx Energy Company definitive Proxy Statement,
which will be filed with the Securities and Exchange Commission within 120 days
after December 31, 1996, are incorporated by reference in Part III of this Form
10-K.
================================================================================
<PAGE>   2
 
                    CERTAIN ABBREVIATIONS AND OTHER MATTERS
 
     As used herein and with the Oryx Energy Company Annual Report to
Shareholders for the Fiscal Year Ended December 31, 1996 incorporated by
reference in Parts I, II and IV of this Form 10-K, the following terms have
specific meanings:
 
<TABLE>
<S>                                                        <C>
   m   thousand                                             bc/d   barrels of condensate per day            
 bbl   barrel                                                 mm   million                                     
 mmb   million barrels                                        mb   thousand barrels                          
mmcf   million cubic feet                                    mcf   thousand cubic feet                      
  eb   equivalent barrel                                     bcf   billion cubic feet                        
 b/d   barrels per day                                       meb   thousand equivalent barrels               
 WTI   West Texas Intermediate spot price                   mmeb   million equivalent barrels              
  HH   Henry Hub spot price                               mmcf/d   million cubic feet per day         
ED&A   exploration, development and acquisition*         mmcfe/d   million cubic feet equivalent per day
                                                            FD&A   finding, development and acquisition 
</TABLE>
 
---------------
 
* ED&A outlays represent capital expenditures and cash exploration costs,
  excluding capitalized interest.
 
     Natural gas equivalents are determined under the relative energy content
method by using the ratio of 6 mcf of natural gas to 1 bbl of crude oil,
condensate or natural gas liquids.
 
     With respect to information on the working interest in wells, drilling
locations and acreage, "net" oil and gas wells, drilling locations and acres are
determined by multiplying the whole numbers by the Company's working interest.
<PAGE>   3
 
                                     PART I
 
ITEMS 1. AND 2.  BUSINESS AND PROPERTIES
 
GENERAL
 
     Oryx Energy Company (together with its consolidated subsidiaries, unless
the context otherwise requires, Company) engages in the oil and gas exploration
and production business. The Company has operations in six oil producing
countries around the world: the onshore and offshore U.S., the U.K. North Sea,
Ecuador, Kazakstan, Australia and Algeria. The Company also had producing assets
in Indonesia and Gabon which were sold in 1995. The Company's business in the
United States is conducted through Sun Energy Partners, L.P. (Partnership), of
which the Company is the Managing General Partner and owns a 98 percent
interest.
 
     In 1995, the Company implemented a plan which refocused strategic
direction, significantly reduced debt, restored profitability and is designed to
set the Company on a course for sustained long-term growth in cash flow. The
Company reoriented its strategic direction by changing the nature of its capital
investing program. Investing has been supported by proven technology.
Exploration spending is directed toward areas of proven success. The primary
geographic focus of both exploration and development spending is the Gulf of
Mexico.
 
     For the five years 1992 through 1996, the Company's average production
replacement rate was 101 percent at a cost of $4.86 per eb. In 1996, the Company
replaced 153 percent of its production at $4.50 per eb.
 
     The Company determines its ED&A investing plans primarily based on the cash
flow that it expects to generate. For 1996, the Company invested $500 million
for ED&A programs. The Company plans to invest approximately $520 million for
ED&A in 1997, with the primary emphasis being the Gulf of Mexico. The Company is
basing its 1997 investing plans on oil and gas spot prices averaging $19.75 per
barrel (WTI) and $2.05 per mmbtu (HH). The Company's cash flow available for
investment will continue to be affected by prevailing oil and gas prices, costs
and volumes. In 1996, about 18 percent of the Company's total ED&A investing was
on exploration and about 82 percent on development and acquisitions. About 64
percent of total ED&A outlays were made in the U.S., and this percentage is
planned to increase to 67 percent in 1997.
 
PROVED RESERVES
 
     As of December 31, 1996, the Company's estimated proved reserves were 395
mmb of liquids and 1,199 bcf of natural gas which represents an aggregate of 595
mmeb of reserves. The Company's liquids reserves were located in the United
States (52 percent), the United Kingdom (31 percent) and other foreign countries
(17 percent). The Company's natural gas reserves were located in the United
States (98 percent) and the United Kingdom (2 percent). More information on the
estimated quantities of proved oil and gas reserves, proved developed reserves,
and the Standardized Measure, are presented in the "Consolidated Financial
Statements -- Supplementary Financial and Operating Information" in the
Company's 1996 Annual Report to Shareholders. The Company files oil and gas
reserve estimates with various governmental regulatory authorities and agencies,
the variability of which does not exceed 5 percent.
 
ASSET SALES
 
     During 1995, the Company generated $517 million of net proceeds from the
sale of certain assets in order to reduce debt. The U.K. North Sea Alba field
and Block 48/15a interests were sold for $270 million and $120 million
respectively. The Company also sold certain assets in the U.S. for $77 million
and all of its assets in Indonesia and Gabon for $67 million and $2 million
respectively. Asset dispositions, totaling $536 million of gross proceeds,
represented 138 million equivalent barrels of proved reserves and 43 thousand
average equivalent barrels of production per day.
 
OFFSHORE UNITED STATES
 
     The Company has identified the Gulf of Mexico as the primary focus of its
growth strategy. The Company has a significant presence in the Gulf of Mexico
with an interest in 148 blocks in various stages of
 
                                        2
<PAGE>   4
 
exploration, development and production. The Company has an interest in 39
producing platforms, 21 of which it operates. The Company also holds interests
in various offshore pipelines and facilities. In 1996, the Company achieved a 7
percent reduction in its offshore operating cost.
 
     Exploration
 
     As of December 31, 1996, the Company held 328 thousand net undeveloped
acres offshore, as compared to 275 thousand as of December 31, 1995. Of the 148
Gulf of Mexico blocks in which the Company owns an interest, 81 are undeveloped.
In 1996, the Company spent $22 million to acquire interests in 34 blocks.
 
     In early 1996, the Company participated in a discovery well, Garden Banks
(GB) 216 #2, which encountered 214 net feet of pay in three zones. The well is
located approximately three miles to the northeast of the GB 260 development
project. Also in early 1996, the Company drilled a discovery well on the Brazos
A-21 Block which encountered 108 net feet of pay in three zones. The well began
producing at about 18 mmcf/d during the summer. The Company is operator of the
Block with a 51 percent interest.
 
     As of December 31, 1996, 2 exploratory wells were being drilled. The
Company drilled 9 gross (3 net) exploratory wells offshore in 1996 and 6 gross
(3 net) in 1995. Of the wells drilled in 1996, 2 gross (1 net) wells were
successful.
 
     Production and Development
 
     Average daily production of crude oil and condensate offshore was 15, 16
and 10 mbbls in 1996, 1995 and 1994. Average daily production of natural gas
offshore was 189, 180 and 203 mmcf in 1996, 1995 and 1994.
 
     The Company owns a 100 percent interest in the High Island A-576 block. In
1994, the HI A-576 #1 discovery well encountered 168 feet of net pay from the
Lower Pleistocene sands. The well is located 110 miles off the Texas coast in
290 feet of water. This development, which has been named the Sherman Project,
began production in December 1995. In 1996, the HI A-576 #2 well was tested at
24 mmcf and 2,300 barrels of condensate per day.
 
     The Company owns a 100 percent interest in the four-block High Island 384
unit. The High Island 384 unit is located approximately 112 miles off the Texas
coast in water with an average depth of 360 feet. In 1993, the Company announced
an oil discovery in High Island 379 which encountered 179 feet of oil pay. In
the early part of 1994, the Company announced an oil and gas discovery in High
Island 385. The High Island 385 discovery encountered 80 feet of net pay. This
new development, which has been named the Patton Project, began production in
January 1995 and in September 1995 achieved the expected peak production of 20
meb per day.
 
     Late in 1995, the Company confirmed the presence of natural gas reserves in
a previously untested area of the High Island 384 Unit. The High Island 385 #3
well encountered 158 feet of net gas pay. Two subsequent delineation wells found
the same pay interval in nearby fault blocks. In the second phase of Patton, the
Company installed the "D" platform in 360 feet of water and developed the new
gas reservoir. First production occurred in the fourth quarter of 1996 with
gross production of 35 mmcf/d. In addition, two wells were drilled and the "E"
platform installed to develop a previously discovered reservoir on the High
Island 379. These wells came on stream during the fourth quarter of 1996 at 24
mmcfe/d.
 
     In 1995, the Company approved a plan for the development of Viosca Knoll
826 which lies 80 miles off the Alabama coast in water depths of 1,500 to 2,500
feet. This development has been named the Neptune Project. The Company operates
the four-block Viosca Knoll unit and owns a 50 percent interest. The project is
utilizing a new type of floating production facility called a spar. The spar is
a cylindrical-shaped vessel which floats in a vertical position, similar to a
buoy. Production risers have been routed through the cylinder to allow the spar
to float around them. The field will be developed in multiple phases with the
spar being moved from location to location. The spar was installed in the fourth
quarter of 1996. First production occurred in March 1997.
 
                                        3
<PAGE>   5
 
     In early 1995, the Company confirmed the presence of hydrocarbons in a
previously untested fault block on the GB 260 discovery in the Gulf of Mexico.
The GB 215 #2 well, which drilled a new fault block about two miles north of the
original discovery well on GB 260, encountered approximately 170 feet of net
pay. The GB 259 #2 well was then drilled as a side-track, and encountered over
115 feet of new pay in the same reservoir sands. This development, which has
been named the Baldpate Project, is in federal waters offshore Louisiana in
water depths of approximately 1,700 feet. In 1995, the Company entered into a
plan of development to install a compliant tower platform and processing
facility. The Company expects to begin production in 1998 with gross peak
production of 50-60 meb per day. The Company owns a 50 percent interest in the
four-block area.
 
     As of December 31, 1996, the Company was drilling 3 gross (2 net) offshore
development wells. The Company drilled 30 gross (19 net) development wells
offshore in 1996 and 14 gross (11 net) in 1995. Of the development wells drilled
in 1996, 26 gross (17 net) were successful.
 
ONSHORE UNITED STATES
 
     The onshore area continues to be a major contributor of production volumes
and cash flow with relatively modest reinvestment needs. This is important for
the funding of the Company's plans in other strategic areas. In 1995, the
Company initiated significant cost-reduction measures at its operated fields. As
a result, the Company achieved an overall 19 percent reduction in onshore U.S.
operating costs in 1996. The Company has interests in 60 major onshore fields in
five states and operates about 75 percent of its production. In addition, the
Company has increased its drilling activity to more rapidly exploit its onshore
asset portfolio.
 
     The Company is applying 3-D technology to create opportunities in new fault
blocks and deeper pool horizons which provide new volumes and reserves. The
Company will continue to exploit its waterflood operations. The U.S. onshore
will be managed for maximum cash flow generation.
 
     Exploration
 
     The Company drilled no exploratory wells onshore in 1996, and at December
31, 1996, none were being drilled.
 
     Production and Development
 
     Average daily production of crude oil and condensate onshore was 28, 30 and
38 mb in 1996, 1995 and 1994. The decrease in 1996 crude oil and condensate
production compared to 1995 and in 1995 compared to 1994 was due primarily to
asset sales and normal declines. Average daily net production of natural gas
onshore was 302, 288 and 335 mmcf in 1996, 1995 and 1994.
 
     Development wells drilled in 1996 and their test results include Seabreeze
#12, 21 mmcf/d and 500 bc/d; Belle Isle 3-10, 15 mmcf/d and 700 bc/d; Belle Isle
11-5, 18 mmcf/d and 600 bc/d; Belle Isle 10-4, 15 mmcf/d and 500 bc/d; Garcia
#20, 9 mmcf/d and 500 bc/d and Alabama Coushatta #7, 9 mmcf/d and 900 bc/d.
 
     As of December 31, 1996, the Company was drilling or participating in the
drilling of 18 gross (12 net) development wells onshore. Of the 148 gross (103
net) development wells drilled onshore during 1996, 134 gross (93 net) were
successful.
 
UNITED KINGDOM
 
     The U.K. North Sea provides a strong stream of earnings and cash flow with
relatively modest reinvestment needs. This is important for the funding of the
Company's plans in other strategic areas. In 1995, the Company initiated
significant cost-reduction measures at its operated fields. As a result, the
Company achieved an overall 25 percent reduction of U.K. operating costs in
1996.
 
     Drilling activities are concentrated on infield and near-field
opportunities near existing infrastructure. In total, the Company has an
interest in 35 blocks in the North Sea.
 
                                        4
<PAGE>   6
 
     Exploration
 
     The Company held 132 thousand net undeveloped acres in the North Sea as of
December 31, 1996, compared to 212 thousand net undeveloped acres as of December
31, 1995.
 
     In 1996, the Company entered into an agreement to farm out approximately 50
percent of its U.K. North Sea exploration acreage. Under the terms of the
agreement, the Company will be carried on a $55 million exploration and
appraisal program over the next three to four years. Following any discovery,
the Company would fund its share of development costs.
 
     In 1996, the Company drilled 1 successful exploratory well in the North
Sea, and at December 31, 1996, none were being drilled.
 
     Production and Development
 
     The Company's producing fields, set forth in the table below, are located
in the northern sector of the North Sea.
 
     As of December 31, 1996, the Company was drilling or participating in the
drilling of 2 gross (1 net) development wells in the North Sea. All of the 14
gross (6 net) development wells drilled in the U.K. in 1996 were successful.
 
     The Company's average daily net production of crude oil and condensate in
the United Kingdom was 56, 55 and 54 mb during 1996, 1995 and 1994. The increase
in production in 1996 was due to the acquisition of additional interests in the
Ninian, Hutton, Lyell and Murchison fields and the results of development work
at Hutton and Murchison. Average daily production of natural gas was 9, 50 and
62 mmcf during 1996, 1995 and 1994. The decrease in net daily production of
natural gas in 1996 was due to the sale of the Audrey field in 1995. The
decrease in net daily production of natural gas in 1995 was due to reduced takes
by British Gas plc and asset sales.
 
     The following table sets forth the North Sea producing fields held at
December 31, 1996 and their net daily production:
 
<TABLE>
<CAPTION>
                                                                      1996 NET
                                                      PERCENT     DAILY PRODUCTION
            PRODUCING FIELDS              OIL/GAS    OWNERSHIP         (MEB)
            ----------------              -------    ---------    ----------------
<S>                                       <C>        <C>          <C>
Columba.................................    Oil        52.5               2
Dunlin..................................    Oil        14.4               5
Hutton..................................    Oil        58.8               9
Murchison...............................    Oil        68.7              12
Ninian..................................    Oil        44.9              18
Lyell...................................  Oil/Gas      88.3               7
Strathspey..............................  Oil/Gas       6.5               3
</TABLE>
 
     The Company also receives tariff income on production from several
satellite fields that produce through the Ninian facilities.
 
     Effective July 1, 1996, the Company acquired additional interests in the
Ninian, Hutton, Lyell and Murchison fields as well as Columba and surrounding
acreage for $91 million cash. The Company was operator of the Hutton, Lyell and
Murchison fields and took over as operator of Ninian in February 1997.
 
     In the third quarter of 1996, the Company drilled the Columba B-1 well and
encountered a total of 77 net feet of pay in three zones. Subsurface studies
have indicated two follow-up well locations which the Company expects to drill
in 1997.
 
     Additional development wells drilled in 1996 and their test results include
Dunlin DA-16, 15,700 b/d; Murchison M-38, 13,000 b/d and Hutton H-38, 15,000
b/d.
 
                                        5
<PAGE>   7
 
     In early 1994, the Company began producing oil from the Alba field. Alba is
located on Block 16/26 in the central sector of the North Sea. The Company owned
a 15.5 percent interest in the field which it sold in 1995.
 
     In the third quarter of 1994, the Company exchanged its interest in the
undeveloped Britannia field for additional interests in the Hutton, Lyell and
Murchison producing fields and $40.4 million in cash. This transaction increased
near-term production volumes and considerably reduced future development capital
expenditures. Effective January 9, 1995, the Company took over operatorship of
the Hutton, Lyell and Murchison fields. In late 1994, the Company completed a
development well for 20,000 gross b/d in a newly discovered extension to the
Hutton field. The well encountered in excess of 150 feet of net pay in the Brent
sandstone.
 
     In the fourth quarter of 1994, the Company began producing gas from the
Galleon field at a net of 19 mmcf per day. Galleon is located in the southern
portion of the North Sea. The Company had a 10 percent interest, subject to
unitization, in the field which it sold in 1995.
 
     In addition, the Company has interests in and receives tariff income from
North Sea transportation systems, terminal storage facilities and certain other
related income producing assets, including the Brent and Ninian Pipeline Systems
and the Sullom Voe Terminal in the Shetland Islands.
 
OTHER FOREIGN
 
     Exploration
 
     As of December 31, 1996, the Company held 2,704 thousand net undeveloped
acres in other foreign countries, as compared to 2,266 thousand net undeveloped
acres as of December 31, 1995.
 
     In September 1995, the Company farmed-out 50 percent of its exploration
venture in Kazakstan in exchange for a carry on the initial exploration phase.
 
     The Company drilled 1 successful gross exploratory well in 1995 in the Zone
of Cooperation between Australia and Indonesia. The Bayu #1 discovery well was
drilled on ZOCA 91-13 and encountered 570 gross feet of pay (353 net feet) and
flowed at a cumulative rate of 90 mmcf/d of gas and 5250 b/d of condensate from
four zones. Since then, 9 successful appraisal wells have been drilled on ZOCA
91-13 and the adjacent block with results that indicate a consistent gas-water
contact across the field and similar reservoir properties. Preliminary estimates
for recoverable reserves from the field are 3.5-4 trillion cubic feet of natural
gas and 175-200 mmb of hydrocarbon liquids (approximately 750-850 mmeb). The
field is located 185 miles off the northern coast of Australia in 240 feet of
water. The Company owns 25 percent of ZOCA 91-13.
 
     In 1996, the Company obtained an offshore exploration permit over Area
AC95-1 in the Timor Sea region of Australia's Northwest Shelf. The permit, which
covers an area of 1,251 square miles, is located 80 miles west of ZOCA 91-13.
Water depths across the permit range between 262 and 1,640 feet. The Company has
one-third interest in the permit which covers an initial six year term.
 
     At December 31, 1996, the Company was drilling or participating in the
drilling of 1 gross exploratory well.
 
     Production and Development
 
     In Ecuador, production increased in 1996 due to development work on Block 7
which contains the Gacela, Jaguar and Mono fields. The Company is conducting
geophysical work on the Yuralpa prospect in Block 21.
 
     In 1996, production increased in Kazakstan where, during 1994, the Company
signed two oil and gas agreements with the Republic of Kazakstan. The agreements
involve both the development of a known field as well as the rights to explore a
large block in western Kazakstan. A joint venture agreement was signed for
development of the Arman Field which was discovered in the 1980's but had not
been developed. The Company jointly operates the venture and currently holds a
50 percent interest with two Kazakstani partners.
 
                                        6
<PAGE>   8
 
The Arman Field is located on the Caspian Sea. In 1995, the first 380 thousand
net barrels of oil were produced and sold from four wells in the Arman Field.
The Company has a production sharing agreement for approximately 3 million acres
located east of the Arman Field.
 
     In 1996, the Company entered into an agreement with Russia, Kazakstan, Oman
and seven other international energy companies to construct a pipeline system
that will run from the Tengiz field area in Kazakstan, around the Caspian Sea
through Russia to the Black Sea. The Company has a 1.75 percent interest and a
3.50 percent cost sharing interest in the pipeline.
 
     The Company's average daily net production of crude oil and condensate from
other foreign areas was 10, 13 and 19 mb in 1996, 1995 and 1994. The average
daily production of crude oil and condensate decreased in 1995 compared to 1994,
due to the sale of Indonesian assets, partially offset by increased production
in Ecuador.
 
     The Company drilled 12 gross (6 net) development wells, all of which were
successful, in 1996. As of December 31, 1996, the Company was in the process of
drilling or participating in the drilling of 1 gross development well.
 
     In 1995, the Company sold all its interests in Indonesia and Gabon.
 
PRODUCTION
 
     In 1996, the Company's production was concentrated primarily in the United
States and the United Kingdom. In 1996, the Company produced 48 mmeb from its
properties in the United States, 20.5 mmeb from its properties in the United
Kingdom, and 4 mmeb from its other foreign properties.
 
     The following table sets forth the Company's average daily net production
for 1996, 1995 and 1994:
 
                          AVERAGE DAILY NET PRODUCTION
 
<TABLE>
<CAPTION>
                                                                     YEAR ENDED
                                                                    DECEMBER 31
                                                              ------------------------
                                                              1996      1995      1994
                                                              ----      ----      ----
<S>                                                           <C>       <C>       <C>
Crude and Condensate (mb):
  United States
     Onshore................................................   28        30        38
     Offshore...............................................   15        16        10
                                                              ---       ---       ---
                                                               43        46        48
                                                              ---       ---       ---
  U.K.......................................................   56        55        54
  Other foreign.............................................   10        13        19
                                                              ---       ---       ---
                                                               66        68        73
                                                              ---       ---       ---
Processed Natural Gas Liquids (mb):
  United States.............................................    7         6         6
                                                              ---       ---       ---
                                                              116       120       127
                                                              ===       ===       ===
Natural Gas (mmcf):
  United States
     Onshore................................................  302       288       335
     Offshore...............................................  189       180       203
                                                              ---       ---       ---
                                                              491       468       538
  U.K.......................................................    9        50        62
                                                              ---       ---       ---
                                                              500       518       600
                                                              ===       ===       ===
</TABLE>
 
                                        7
<PAGE>   9
 
ACREAGE, WELLS AND PER UNIT DATA
 
     The following table sets forth the Company's undeveloped and developed oil
and gas acreage (in thousands) held at December 31, 1996 and 1995:
 
                              UNDEVELOPED ACREAGE
 
<TABLE>
<CAPTION>
                                                          GROSS              NET
                                                      --------------    --------------
                                                      1996     1995     1996     1995
                                                      -----    -----    -----    -----
<S>                                                   <C>      <C>      <C>      <C>
United States
  Onshore...........................................    916      983      506      533
  Offshore..........................................    472      380      328      275
                                                      -----    -----    -----    -----
                                                      1,388    1,363      834      808
U.K.................................................    446      605      132      212
Other Foreign.......................................  6,253    5,479    2,704    2,266
                                                      -----    -----    -----    -----
                                                      8,087    7,447    3,670    3,286
                                                      =====    =====    =====    =====
</TABLE>
 
                               DEVELOPED ACREAGE
 
<TABLE>
<CAPTION>
                                                          GROSS              NET
                                                      --------------    --------------
                                                      1996     1995     1996     1995
                                                      -----    -----    -----    -----
<S>                                                   <C>      <C>      <C>      <C>
United States
  Onshore...........................................    987      982      558      551
  Offshore..........................................    222      231      104      102
                                                      -----    -----    -----    -----
                                                      1,209    1,213      662      653
U.K.................................................     69       72       46       36
Other Foreign.......................................    149       58       75       29
                                                      -----    -----    -----    -----
                                                      1,427    1,343      783      718
                                                      =====    =====    =====    =====
</TABLE>
 
                                        8
<PAGE>   10
 
     The following table sets forth the Company's exploratory and development
oil and gas wells drilled during 1996, 1995 and 1994:
 
                           EXPLORATORY WELLS DRILLED
 
<TABLE>
<CAPTION>
                                                   GROSS                    NET
                                            --------------------    --------------------
                                            1996    1995    1994    1996    1995    1994
                                            ----    ----    ----    ----    ----    ----
<S>                                         <C>     <C>     <C>     <C>     <C>     <C>
Oil
  United States
     Onshore..............................    -       -       -       -       -       -
     Offshore.............................    -       1       -       -       1       -
                                             --      --      --      --      --      --
                                              -       1       -       -       1       -
  U.K.....................................    -       -       -       -       -       -
  Other foreign...........................    -       -       3       -       -       -
                                             --      --      --      --      --      --
                                              -       1       3       -       1       -
                                             --      --      --      --      --      --
Gas
  United States
     Onshore..............................    -       -       1       -       -       -
     Offshore.............................    2       1       1       1       -       1
                                             --      --      --      --      --      --
                                              2       1       2       1       -       1
  U.K.....................................    1       -       -       -       -       -
  Other Foreign...........................    3       1       1       1       -       1
                                             --      --      --      --      --      --
                                              6       2       3       2       -       2
                                             --      --      --      --      --      --
Dry
  United States
     Onshore..............................    -       -       -       -       -       -
     Offshore.............................    7       4       3       2       2       2
                                             --      --      --      --      --      --
                                              7       4       3       2       2       2
  U.K.....................................    -       -       1       -       -       -
  Other foreign...........................    -       -      14       -       -       3
                                             --      --      --      --      --      --
                                              7       4      18       2       2       5
                                             --      --      --      --      --      --
       Total..............................   13       7      24       4       3       7
                                             ==      ==      ==      ==      ==      ==
</TABLE>
 
                                        9
<PAGE>   11
 
                           DEVELOPMENT WELLS DRILLED
 
<TABLE>
<CAPTION>
                                                   GROSS                    NET
                                            --------------------    --------------------
                                            1996    1995    1994    1996    1995    1994
                                            ----    ----    ----    ----    ----    ----
<S>                                         <C>     <C>     <C>     <C>     <C>     <C>
Oil
  United States
     Onshore..............................   62      56      27      43      41      11
     Offshore.............................   12       7       5       9       7       2
                                            ---     ---     ---     ---     ---      --
                                             74      63      32      52      48      13
  U.K.....................................   14       7      20       6       2       4
  Other foreign...........................   12      14      35       6       2       4
                                            ---     ---     ---     ---     ---      --
                                            100      84      87      64      52      21
                                            ---     ---     ---     ---     ---      --
Gas
  United States
     Onshore..............................   72      65      49      50      39      23
     Offshore.............................   14       7       9       8       4       3
                                            ---     ---     ---     ---     ---      --
                                             86      72      58      58      43      26
  U.K.....................................   --       1       2      --      --      --
                                            ---     ---     ---     ---     ---      --
                                             86      73      60      58      43      26
                                            ---     ---     ---     ---     ---      --
Dry
  United States
     Onshore..............................   14      11       4      10       9       4
     Offshore.............................    4      --       2       2      --       1
                                            ---     ---     ---     ---     ---      --
                                             18      11       6      12       9       5
  U.K.....................................   --      --      --      --      --      --
  Other foreign...........................   --      --      --      --      --      --
                                            ---     ---     ---     ---     ---      --
                                             18      11       6      12       9       5
                                            ---     ---     ---     ---     ---      --
       Total..............................  204     168     153     134     104      52
                                            ===     ===     ===     ===     ===      ==
</TABLE>
 
     The following table sets forth the Company's gross and net producing oil
and gas wells at December 31, 1996:
 
                          PRODUCING OIL AND GAS WELLS
 
<TABLE>
<CAPTION>
                                                            GROSS*           NET
                                                         ------------    ------------
                                                          OIL     GAS     OIL     GAS
                                                         -----    ---    -----    ---
<S>                                                      <C>      <C>    <C>      <C>
United States
  Onshore..............................................  2,855    830    1,587    512
  Offshore.............................................     88    165       48     81
                                                         -----    ---    -----    ---
                                                         2,943    995    1,635    593
U.K....................................................    130      4       56     --
Other Foreign..........................................     55     --       20     --
                                                         -----    ---    -----    ---
     Total.............................................  3,128    999    1,711    593
                                                         =====    ===    =====    ===
</TABLE>
 
------------------------------
 
* Gross producing wells include 132 multiple completion wells (more than one
  formation producing into the same well bore).
 
                                       10
<PAGE>   12
 
     The following table sets forth the Company's average revenues and
production costs per unit of oil and gas production for 1996, 1995 and 1994:
 
                 AVERAGE PER UNIT REVENUES AND PRODUCTION COSTS
 
<TABLE>
<CAPTION>
                                                             YEAR ENDED DECEMBER 31
                                                           --------------------------
                                                            1996      1995      1994
                                                           ------    ------    ------
<S>                                                        <C>       <C>       <C>
Revenues:
  Crude and condensate (per bbl)
     U.S...............................................    $20.43    $16.44    $14.69
     U.K...............................................    $19.88    $16.73    $15.44
     Other foreign.....................................    $13.89    $14.51    $14.89
     Worldwide.........................................    $19.56    $16.35    $15.06
  Natural Gas (per mcf)
     U.S...............................................    $ 2.14    $ 1.73    $ 1.87
     U.K...............................................    $ 2.05    $ 2.20    $ 2.15
     Worldwide.........................................    $ 2.14    $ 1.77    $ 1.90
</TABLE>
 
           Average production cost per unit of oil and gas production (per eb):*
 
<TABLE>
<S>                                                        <C>       <C>       <C>
  U.S.
     Operating costs...................................    $ 3.14    $ 3.64    $ 3.96
     Production taxes..................................       .87       .72       .89
                                                           ------    ------    ------
     Total production costs............................    $ 4.01    $ 4.36    $ 4.85
  U.K.
     Operating costs...................................    $ 4.69    $ 6.45    $ 6.13
     Production taxes..................................      5.38      2.12      1.17
                                                           ------    ------    ------
     Total production costs............................    $10.07    $ 8.57    $ 7.30
  Other foreign
     Operating costs...................................    $ 3.08    $ 3.53    $ 4.43
     Production taxes..................................      3.27      4.95      5.71
                                                           ------    ------    ------
     Total production costs............................    $ 6.35    $ 8.48    $10.14
  Worldwide
     Operating costs...................................    $ 3.40    $ 4.52    $ 4.65
     Production taxes..................................      2.29      1.43      1.39
                                                           ------    ------    ------
     Total production costs............................    $ 5.69    $ 5.95    $ 6.04
</TABLE>
 
------------------------------
 
* Excludes natural gas liquids production.
 
ACQUISITIONS AND DIVESTMENTS
 
     Assets are managed on a portfolio basis. The Company will continue to buy
and sell assets with the intention of upgrading its asset base.
 
RECOVERY METHODS
 
     During 1996, the Company obtained 61 and 39 percent of its U.S. crude
production from primary and secondary recovery methods. This compares to 62 and
37 percent, plus 1 percent from tertiary, of its crude oil production in 1995.
At December 31, 1996, the Company was participating in no major tertiary oil
recovery programs.
 
     The terms "secondary recovery" and "tertiary recovery" relate to those
methods used to increase the quantity of crude oil and condensate and natural
gas that can be recovered in excess of the quantity recoverable using the
primary energy found in a reservoir. Secondary recovery methods include pressure
maintenance by waterflooding or natural gas injection.
 
                                       11
<PAGE>   13
 
MARKETING OF OIL AND GAS
 
     Distribution
 
     In the U.S., crude oil, condensate and natural gas are distributed through
pipelines and/or trucks to traders, end users, gatherers and transportation
companies and in foreign locations by tankers and/or pipelines to traders and
end users. Worldwide, sufficient distribution systems exist and are readily
available in the areas of the Company's production to enable the Company to
effectively market its oil and gas. In some instances, the Company owns an
interest in these systems.
 
     Crude and Condensate
 
     During 1996, sales to Morgan Stanley Capital Groups, Inc., J. Aron &
Company and Amoco Production Co. totaled approximately 16, 14 and 12 percent of
the Company's sales of crude oil and condensate. No other customer purchased
more than 10 percent of the Company's sales of crude oil and condensate.
 
     Since most of the Company's crude and condensate is produced in areas where
there are other buyers offering to purchase at market prices, the Company
believes that the loss of any major purchaser would not have a material adverse
effect on the Company's business. In 1996, the ten largest customers, including
Morgan Stanley Capital Groups, Inc., J. Aron & Company and Amoco Production Co.,
accounted for approximately 77 percent of such sales.
 
     Currently, approximately 79 percent of domestic sales are made pursuant to
arrangements that are cancelable upon 30 days' written notice by the Company or
the purchaser, with substantially all of the remainder of the domestic
production being sold pursuant to contracts of varying terms of up to eight
years in length.
 
     The Company markets its foreign crude oil production, which is sold under
short-term contracts, on a cargo/lot basis.
 
     Natural Gas
 
     During the fourth quarter of 1995, the Company, Apache Corporation and
Parker & Parsley Petroleum Company formed Producers Energy Marketing, LLC
(ProEnergy). ProEnergy purchases the majority of its members' U.S. gas
production at index prices. During 1996, sales to ProEnergy totaled
approximately 50 percent of the Company's sales of natural gas. No other
customer purchased more than 10 percent of the Company's sales of natural gas.
Natural gas production which was not dedicated to third party purchasers under
the terms of existing contracts as of the date of the formation of ProEnergy
became dedicated to ProEnergy under the terms of the Member Gas Purchase
Agreement as of April 1, 1996. As of December 31, 1996 approximately 27% of the
Company's natural gas was contracted to various end users of natural gas on a
term basis. The duration of these agreements ranges from three months to five
years.
 
     Hedging
 
     Because of the volatility of oil and gas prices, the Company periodically
enters into crude oil and natural gas hedging activities.
 
REGULATION
 
     General
 
     The oil and gas industry is subject to regulation by the public policies of
national, state and local governments relating to such matters as the award of
exploration and production interests, the imposition of specific drilling
obligations, environmental protection controls, control over the development and
abandonment of a field (including restrictions on production and abandonment of
production facilities) and, in some cases, possible nationalization,
expropriation, regulatory taking, cancellation or frustration of contract
rights. The industry is also subject to the payment of royalties and taxes,
which tend to be high compared to those levied
 
                                       12
<PAGE>   14
 
on other commercial activities. The Company cannot predict the impact of future
regulatory and taxation initiatives.
 
     Natural Gas
 
     The natural gas industry in the United States remains under federal
regulation pursuant to the Natural Gas Act and the Natural Gas Policy Act.
 
     Environmental Matters
 
     The Company is subject to, and makes every effort to comply with, various
environmental quality control regulations of national, state and local
governments. Although environmental requirements can have a substantial impact
upon the energy industry, generally these requirements do not appear to affect
the Company any differently or to any greater or lesser extent than other
exploration and production companies.
 
     The Company has been named as a potentially responsible party (PRP) at four
sites pursuant to the Comprehensive Environmental Response, Compensation, and
Liability Act of 1980, as amended. At two of these sites, the Company has been
named as a de minimis party and therefore expects its liability to be small. At
a third site, the Company is reviewing its options and anticipates that it will
participate in steering committee activities with the Environmental Protection
Agency (EPA). At the fourth and largest site, the Operating Industries, Inc.
site in California, the Company has participated in a steering committee
consisting of 139 companies. The steering committee and other PRP's previously
entered into two partial consent decrees with the EPA providing for remedial
actions which have been or are to be completed. The steering committee has
successfully negotiated a third partial consent decree which provides for the
following remedial actions: a clay cover, methane capturing wells and leachate
destruction facilities. The remaining work at the site involves groundwater
evaluation and long-term operation and maintenance.
 
     Based on the facts outlined above and the Company's ongoing analyses of the
actions where it has been identified as a PRP, the Company believes that it has
accrued sufficient reserves to absorb the ultimate costs of such actions and
that such costs will not have a material impact on the Company's liquidity,
capital resources or financial condition. While liability at superfund sites is
typically joint and several, the Company has no reason to believe that defaults
by other PRPs will result in the anticipated liability of the Company being
materially larger than expected.
 
COMPETITION
 
     The oil and gas industry is highly competitive. Integrated companies,
independent companies and individual producers and operators are active bidders
for desirable oil and gas properties, as well as for the equipment and labor
required to operate and develop such properties. Although several of these
competitors have financial resources substantially greater than those of the
Company, management believes that the Company is in a position to compete
effectively.
 
     The availability of a ready market for the Company's oil and gas production
depends on numerous factors beyond its control, including the level of prices
and consumer demand, the extent of worldwide oil and gas production, the cost
and availability of alternative fuels, the cost and proximity of pipelines and
other transportation facilities, regulation by national and local authorities
and the cost of compliance with applicable environmental regulations.
 
TECHNOLOGY
 
     The Company's exploration, development and production activities depend
upon the use of applied technology. In support of this, the Company has 24
engineers, geoscientists, technicians and support personnel focusing on the
technology used in the exploration for, and development and production of,
energy resources. The Company's expenditures on technology activities, including
employee-related costs, were $8 million, $8 million and $11 million for the
years 1996, 1995 and 1994, respectively.
 
                                       13
<PAGE>   15
 
THE PARTNERSHIP
 
     Since December 1, 1985, the Company has functioned as the managing general
partner for, and has conducted its business operations in the United States
principally through the Partnership, a Delaware limited partnership. As of
December 31, 1996, the Company had a 98 percent interest in the Partnership. The
remaining 2 percent partnership interest is a limited partnership interest and
is held by public unitholders in the form of depositary units. There were
7,543,100 depositary units outstanding at December 31, 1996.
 
     The Partnership operates through Sun Operating Limited Partnership, which
is a Delaware limited partnership, and several other operating partnerships.
 
     Certain conflicts of interest may arise as a result of the relationships
between the Company and the Partnership. The directors and officers of the
Company have fiduciary duties to manage the Company in the best interest of its
stockholders. The Company, as managing general partner of the Partnership, has a
fiduciary duty to manage the Partnership in a manner that is fair to the public
unitholders. The duty of the directors of the Company to its stockholders may
therefore come into conflict with the duties of the Company to the public
unitholders. The Partnership may sell limited partnership units to the Company
for the purpose of funding the Partnership's property acquisition, exploration
and development cash requirements.
 
     The Audit Committee of the Board of Directors of the Company (Audit
Committee), none of whose members is affiliated with the Company except as
Company directors or stockholders or as holders of units, reviews policies and
procedures developed by the Company for dealing with various matters as to which
a conflict of interest may arise. The Audit Committee also monitors the
application of such policies and procedures.
 
EMPLOYEES
 
     At December 31, 1996, the number of full-time active employees of the
Company was 976.
 
ITEM 3.  LEGAL PROCEEDINGS
 
     The historical method used by the oil industry in the United States to
establish the price at which crude oil is bought and sold is being challenged.
Buyers and sellers have traditionally determined the market price of crude oil
by reference to "posted prices", which are prices published by certain crude oil
buyers such as crude oil refiners and transporters as the price at which they
are willing to buy. A number of suits have been brought alleging that posted
prices have been set consistently below market value, and that, as a result,
royalties have been underpaid.
 
     The Company was named as a defendant in such a case filed in state court in
Starr County, Texas in April, 1995 and a co-defendant in cases filed in state
courts in Lee County, Texas and in Louisiana and in federal court in Alabama.
All of these lawsuits seek certification as class actions on behalf of royalty
owners in specific geographic areas, except the Alabama case, which seeks
certification of a nationwide class of royalty owners. The Alabama case also
alleges that the co-defendants have conspired and acted in concert to establish
the price of crude oil in violation of antitrust statutes. These suits are
similar to those brought in Texas by the Texas General Land Office, and in
Texas, New Mexico, Oklahoma and Florida by private royalty owners against major
crude oil producers. Suits are also being brought by natural gas royalty
interest owners regarding royalty valuation and deductions of post-production
costs from royalty.
 
     In addition to these suits, the Minerals Management Service ("MMS") of the
United States Department of the Interior is challenging the prices on which
royalties were assessed. The MMS has claimed that a number of crude oil
producers including the Company underpaid royalties owed the federal government
on California crude oil production from 1980 to 1988 and has sent Orders to Pay
to a number of producers including the Company. The MMS is also auditing royalty
valuation in other parts of the country. The Department of Justice is
independently investigating whether oil and gas producers have violated the
False Claims Act in connection with royalty payments on production from federal
and Indian lands.
 
                                       14
<PAGE>   16
 
     While a number of claims and suits against the Company and other crude oil
and natural gas producers have already been brought by a variety of governmental
and private plaintiffs in a number of jurisdictions, the fact that these suits
challenge practices common to the industry suggests that additional lawsuits
against the Company may be filed. The suits filed to date, to include the
actions in which the Company is a party, are in the preliminary stage. The
Company believes it has meritorious defenses and intends to defend these claims
and lawsuits vigorously.
 
     The Company is involved in a number of other legal and administrative
proceedings arising in the ordinary course of its oil and gas business. Although
the ultimate outcome of these proceedings cannot be ascertained at this time, it
is reasonably possible that some of the proceedings could be resolved
unfavorably to the Company. Management of the Company believes that any
liabilities which may arise out of legal claims or proceedings would not be
material in relation to its financial position at December 31, 1996. The Company
intends to maintain liability and other insurance of the type customary in the
oil and gas business with such coverage limits as the Company deems prudent.
 
ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SHAREHOLDERS
 
     On May 2, 1996, the Annual Meeting of Shareholders of Oryx Energy Company
was held to vote on proposals as follows:
 
          (a) To elect three directors to Class II of the Company's Board of
     Directors.
 
<TABLE>
<CAPTION>
                                              ROBERT L.       PAUL R.         IAN L.
                                               KEISER         SEEGERS      WHITE-THOMSON
                                             -----------    -----------    -------------
<S>                                          <C>            <C>            <C>
Affirmative................................   79,941,770     79,941,727      79,949,037
Negative...................................           --             --              --
Abstained..................................           --             --              --
Withheld...................................    3,174,241      3,174,284       3,166,974
Broker non-votes...........................           --             --              --
Shares without executed proxies and not
  present for vote.........................   21,450,693     21,450,693      21,450,693
                                             -----------    -----------     -----------
Shares entitled to vote....................  104,566,704    104,566,704     104,566,704
                                             ===========    ===========     ===========
</TABLE>
 
          (b) To approve the appointment of Coopers & Lybrand L.L.P. as
     independent accountants for the fiscal year 1996.
 
<TABLE>
<S>                                                           <C>
Affirmative.................................................   82,056,185
Negative....................................................      734,889
Abstained...................................................      324,419
Withheld....................................................           --
Broker non-votes............................................          518
Shares without executed proxies and not present for vote....   21,450,693
                                                              -----------
Shares entitled to vote.....................................  104,566,704
                                                              ===========
</TABLE>
 
                                       15
<PAGE>   17
 
          (c) To approve the Equity and Deferred Compensation Plan for
     Non-Employee Directors.
 
<TABLE>
<S>                                                           <C>
Affirmative.................................................   77,181,847
Negative....................................................    5,212,172
Abstained...................................................      479,074
Withheld....................................................           --
Broker non-votes............................................      242,918
Shares without executed proxies and not present for vote....   21,450,693
                                                              -----------
Shares entitled to vote.....................................  104,566,704
                                                              ===========
</TABLE>
 
          (d) To approve the Executive Variable Incentive Plan.
 
<TABLE>
<S>                                                           <C>
Affirmative.................................................   77,296,672
Negative....................................................    5,212,523
Abstained...................................................      605,998
Withheld....................................................           --
Broker non-votes............................................          818
Shares without executed proxies and not present for vote....   21,450,693
                                                              -----------
Shares entitled to vote.....................................  104,566,704
                                                              ===========
</TABLE>
 
EXECUTIVE OFFICERS
 
     The following table sets forth information as to the Company's executive
officers. All officers of the Company hold their offices at the pleasure of the
Board of Directors.
 
<TABLE>
<CAPTION>
             NAME, AGE AND                                      BUSINESS EXPERIENCE
       POSITION WITH THE COMPANY                              DURING PAST FIVE YEARS
       -------------------------                              ----------------------
<S>                                         <C>
Jerry W. Box, 58                            Mr. Box has been in this position since December 1995. From
  Executive Vice President,                   December 1994 through November 1995 he served as
  Chief Operating Officer and Director        Executive Vice President, Exploration and Production.
                                              From January 1992 through November 1994, he served as
                                              Senior Vice President, Exploration and Production of the
                                              Company.
Sherri T. Durst, 47                         Ms. Durst has been in this position since December 1993.
  General Auditor                             From February 1990 to December 1993, she served as
                                              Manager, Financial Processes.
Steven J. Flowers, 36                       Mr. Flowers assumed this position on November 8, 1996. He
  Treasurer                                   joined the Company in August 1995 as Assistant Treasurer.
                                              Prior to joining Oryx, Mr. Flowers held various financial
                                              and planning positions, including Assistant Treasurer at
                                              Maxus Energy Corporation from 1988 to 1995.
Frances G. Heartwell, 50                    Ms. Heartwell assumed this position in December 1995. From
  Vice President, Human Resources and         February 1993 to December 1995, she served the Company as
  Administration                              Director, Human Resources. From December 1991 to February
                                              1993, Ms. Heartwell was Director of Employee and
                                              Community Relations.
Robert L. Keiser, 54                        Mr. Keiser assumed this position in December 1994. From
  Chairman of the Board,                      January 1992 through November 1994, he was President and
  Chief Executive Officer, and President      Chief Operating Officer of the Company.
</TABLE>
 
                                       16
<PAGE>   18
<TABLE>
<CAPTION>
             NAME, AGE AND                                      BUSINESS EXPERIENCE
       POSITION WITH THE COMPANY                              DURING PAST FIVE YEARS
       -------------------------                              ----------------------
<S>                                         <C>
William C. Lemmer, 52                       Mr. Lemmer assumed this position in February 1995. From
  Vice President, General Counsel and         June 1994 until February 1995, he served as Vice
  Secretary                                   President and General Counsel to the Company. For the
                                              five previous years, he was Chief Counsel, Corporate of
                                              the Company.
Edward W. Moneypenny, 55                    Mr. Moneypenny has been in this position since December
  Executive Vice President, Finance,          1994. From January 1992 through November 1994, he was
  Chief Financial Officer, and Director       Senior Vice President, Finance and Chief Financial
                                              Officer of the Company.
Robert L. Thompson, 50                      Mr. Thompson assumed this position in February 1995. From
  Comptroller and                             February 1993 through January 1995, he served the Company
  Corporate Planning Director                 as Director of Business Planning and Acquisitions. From
                                              January 1992 through January 1993, he was Director of
                                              Planning and Analysis.
</TABLE>
 
                                    PART II
 
ITEM 5. MARKET FOR ORYX ENERGY COMPANY COMMON STOCK AND
          RELATED SECURITY HOLDER MATTERS
 
     Market for Oryx Energy Company Common Stock and Related Security Holder
Matters on page 47 of the Company's 1996 Annual Report to Shareholders is
incorporated herein by reference. The market exchange on which the Company's
stock is traded is listed on the cover page of this Form 10-K Annual Report.
 
ITEM 6.  SELECTED FINANCIAL DATA
 
     The information required by this item is incorporated herein by reference
to page 17 of the Company's 1996 Annual Report to Shareholders.
 
ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
          AND RESULTS OF OPERATIONS
 
     The information required by this item is incorporated herein by reference
to pages 13-16 of the Company's 1996 Annual Report to Shareholders.
 
ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
 
     The following information in the Company's 1996 Annual Report to
Shareholders is incorporated herein by reference: the Consolidated Financial
Statements on pages 18-21; the Notes to Consolidated Financial Statements on
pages 22-40; the Report of Independent Accountants on page 41; and the
Supplementary Financial and Operating Information (Unaudited) on pages 42-46.
 
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
          ACCOUNTING AND FINANCIAL DISCLOSURE
 
     None.
 
                                       17
<PAGE>   19
 
                                    PART III
 
ITEM 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT
 
     The information on directors required by this Item is incorporated herein
by reference to the section entitled "Election of Directors" on pages 3-5 of the
Company's definitive Proxy Statement dated March 26, 1997.
 
ITEM 11.  EXECUTIVE COMPENSATION
 
     The information required by this Item is incorporated herein by reference
to the section entitled "Executive Compensation" on pages 9-17 of the Company's
definitive Proxy Statement dated March 26, 1997.
 
ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
 
     The information required by this Item is incorporated herein by reference
to the sections entitled "Security Ownership of Certain Beneficial Owners" on
page 2 and "Security Ownership of Management" on page 8 of the Company's
definitive Proxy Statement dated March 26, 1997.
 
ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
 
     None.
 
                                    PART IV
 
ITEM 14.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
 
     (a) The following documents are filed as a part of this report:
 
          1. Consolidated Financial Statements: The information in the Company's
     1996 Annual Report to Shareholders as described in Item 8 is incorporated
     herein by reference.
 
     Other schedules and separate financial statements of unconsolidated
subsidiaries are omitted because the information is shown elsewhere in this
report, is not required or is not applicable.
 
        2. Exhibits:
 
<TABLE>
<CAPTION>
       <C>                    <C>  <S>
                 *3.1              -- Restated Certificate of Incorporation of the Registrant,
                                        as currently in effect
                **3.2              -- Amended and Restated Bylaws of the Registrant, as
                                        currently in effect
               ***4.1              -- Form of Common Stock of the Registrant
              ****4.2              -- Rights Agreement dated as of September 11, 1990, between
                                        the Registrant and Manufacturers Hanover Trust Company
                 +4.3              -- Indenture dated as of September 11, 1990, between the
                                        Registrant and Manufacturers Hanover Trust Company
                ++4.4              -- First Supplemental Indenture by and between The Bank of
                                        New York and the Registrant
              +++10.1              -- Second Amended and Restated Agreement of Limited
                                        Partnership of Sun Energy Partners, L.P.
              +++10.2              -- Agreement of Limited Partnership of Sun Operating Limited
                                        Partnership, as amended
                 10.3          +   -- Registrant's Equity and Deferred Compensation Plan for
                                        Non-Employee Directors
                 10.4          +   -- Registrant's Executive Variable Incentive Plan
</TABLE>
 
                                       18
<PAGE>   20
 
<TABLE>
<CAPTION>
 
       <C>                    <C>  <S>
             ++++10.5              -- Registrant's Pension Restoration Plan
               ++10.5a             -- Amendment to Registrant's Pension Restoration Plan
             ++++10.6          +   -- Registrant's Executive Retirement Plan As Amended and
                                        Restated as of January 1, 1995
             ++++10.6a         +   -- Amendment No. One to Registrant's Executive Retirement
                                        Plan As Amended and Restated Effective January 1, 1995
                 10.6b         +   -- Amendment No. Two to Registrant's Executive Retirement
                                        Plan As Amended and Restated Effective January 1, 1995
           ++++++10.7          +   -- Registrant's Executive Long-Term Incentive Plan
         ++++++++10.7a         +   -- Amendment to Registrant's Executive Long-Term Incentive
                                        Plan, dated February 1, 1989
         ++++++++10.7b         +   -- Amendment to Registrant's Executive Long-Term Incentive
                                        Plan, dated February 6, 1989
                m10.8          +   -- Registrant's 1992 Long-Term Incentive Plan As Amended
                                        Through December 2, 1993 and Restated
                 10.8a         +   -- Amendment to Registrant's 1992 Long-Term Incentive Plan
                                        As Amended Through December 2, 1993 and Restated
                                        Effective as of September 4, 1996
             ++++10.9          +   -- Registrant's Savings Restoration Plan As Amended and
                                        Restated as of September 6, 1995
             ++++10.10         +   -- Registrant's Executive Deferred Compensation Plan as
                                        Amended and Restated as of September 6, 1995
             ++++10.11         +   -- Registrant's Deferred Compensation and Benefits Trust
             ++++10.12             -- Registrant's Special Employee Severance Plan
                m10.13         +   -- Registrant's Amended and Restated Special Executive
                                        Severance Plan
              mmm10.15             -- Oryx Energy Company $500,000,000 Revolving Credit
                                        Agreement Dated as of June 1, 1995
              mmm10.16             -- Sale and Purchase Agreement by and between Novus
                                        Petroleum Limited and the Registrant dated February 17,
                                        1995
              mmm10.17             -- Sale and Purchase Agreement by and between Union Texas
                                        Petroleum Limited and the Registrant dated May 31, 1995
              mmm10.18             -- Sale and Purchase Agreement by and between Powergen North
                                        Sea Limited and the Registrant dated June 14, 1995
                 12                -- Computation of Consolidated Ratio of Earnings to Fixed
                                        Charges and Earnings to Fixed Charges and Preferred
                                        Stock Dividend Requirements
                 13                -- Oryx Energy Company 1996 Annual Report to Shareholders
                m18                -- Accountant's Preferability Letter
             mmmm19                -- Distribution Agreement dated August 28, 1991 relating to
                                        Medium-Term Notes, Series A
               ++21                -- Subsidiaries
                 23                -- Consent of Coopers & Lybrand L.L.P.
                 24                -- Power of Attorney
                 27                -- Financial Data Schedule
</TABLE>
 
                                       19
<PAGE>   21
 
------------------------------
 
<TABLE>
<CAPTION>
<C>          <S>
          *  Incorporated by reference to the Registrant's Quarterly
             Report on Form 10-Q for the quarter ended March 31, 1992
             (File No. 1-10053) filed with the Commission on May 15,
             1992.
         **  Incorporated by reference to the Registrant's Quarterly
             Report on Form 10-Q for the quarter ended September 30, 1990
             (File No. 1-10053) filed with the Commission on November 14,
             1990.
        ***  Incorporated by reference to the Registrant's Form 8-K (File
             No. 1-10053) filed with the Commission on September 25,
             1990.
       ****  Incorporated by reference to the Registrant's Registration
             Statement on Form 8-A (File No. 1-10053) filed with the
             Commission on September 19, 1990.
          +  Incorporated by reference to the Registrant's Registration
             Statement on Form S-1 (File No. 33-24214) filed with the
             Commission on September 8, 1988.
         ++  Incorporated by reference to the Registrant's Amendment No.
             2 on Form S-3 (File No. 33-33361) filed with the Commission
             on June 29, 1990.
        +++  Incorporated by reference to the Form SE of Sun Energy
             Partners, L.P. filed with the Commission on March 20, 1986.
          +  Management contracts or compensatory plan or arrangement
             required to be filed as an exhibit hereto.
       ++++  Incorporated by reference to the Registrant's Registration
             Statement on Form S-1 (File No. 33-27723) filed with the
             Commission on March 22, 1989.
         ++  Incorporated by reference to the Registrant's Annual Report
             on Form 10-K for the fiscal year ended December 31, 1991
             (File No. 1-10053) filed with the Commission on March 19,
             1992.
       ++++  Incorporated by reference to the registrant's Annual report
             on Form 10-K for the fiscal year ended December 31, 1995
             (File no. 1-10053) filed with the Commission on March 29,
             1996.
     ++++++  Incorporated by reference to the Registrant's Registration
             Statement on Form S-1 (File No. 33-24214) filed with the
             Commission on September 8, 1988.
   ++++++++  Incorporated by reference to the Registrant's Registration
             Statement on Form S-1 (File No. 33-33361) filed with the
             Commission on February 6, 1990.
          m  Incorporated by reference to the Registrant's Annual Report
             on Form 10-K for the fiscal year ended December 31, 1994
             (File No. 1-10053) filed with the Commission on March 23,
             1995.
         mm  Incorporated by reference to the Registrant's Form 8-K (File
             No. 1-10053) filed with the Commission on December 26, 1989.
        mmm  Incorporated by reference to the Registrant's Quarterly
             Report on Form 10-Q for the quarter ended June 30, 1995
             (File No. 1-10053) filed with the Commission on August 9,
             1995.
       mmmm  Incorporated by reference to the Registrant's Quarterly
             Report on Form 10-Q for the quarter ended September 30, 1991
             (File No. 1-10053) filed with the Commission on November 14,
             1991.
</TABLE>
 
     (b) Reports on Form 8-K:
 
     The Company did not file any reports on Form 8-K during the year ended
December 31, 1996.
 
                                       20
<PAGE>   22
 
                                   SIGNATURES
 
     Pursuant to the requirements of Section 13 or 15(d) 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/ EDWARD W. MONEYPENNY
                                              ----------------------------------
                                                     Edward W. Moneypenny
                                              Executive Vice President, Finance,
                                                 Chief Financial Officer, and
Date: March 21, 1997                                        Director
 
     Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the date indicated.
 
<TABLE>
<CAPTION>
                      SIGNATURE                                      TITLE                         DATE
                      ---------                                      -----                         ----
<C>                                                    <S>                                 <C>
                  ROBERT L. KEISER*                    Chairman of the Board, President,                  )
-----------------------------------------------------    and Chief Executive Officer                      )
                  Robert L. Keiser                       (principal executive officer)                    )
                                                                                                          )
              /s/ EDWARD W. MONEYPENNY                 Executive Vice President, Finance,                 )
-----------------------------------------------------    Chief Financial Officer                          )
                Edward W. Moneypenny                     (principal financial officer),                   )
                                                         and Director                                     )
                                                                                                          )
                 ROBERT L. THOMPSON*                   Comptroller and Corporate Planning                 )
-----------------------------------------------------    Director (principal accounting                   )
                 Robert L. Thompson                      officer)                                         )
                                                                                                          )
                    JERRY W. BOX*                      Executive Vice President, Chief                    )
-----------------------------------------------------    Operating Officer and Director                   )
                    Jerry W. Box                                                                          )
                                                                                                          )
                WILLIAM E. BRADFORD*                   Director                                           )
-----------------------------------------------------                                                     )
                 William E. Bradford                                                                      )
                                                                                                          )
                  SYLVIA A. EARLE*                     Director                                           )     March 21, 1997
-----------------------------------------------------                                                     )
                   Sylvia A. Earle                                                                        )
                                                                                                          )
              DAVID C. GENEVER-WATLING*                Director                                           )
-----------------------------------------------------                                                     )
              David C. Genever-Watling                                                                    )
                                                                                                          )
                  ROBERT B. GILL *                     Director                                           )
-----------------------------------------------------                                                     )
                   Robert B. Gill                                                                         )
                                                                                                          )
               DAVID S. HOLLINGSWORTH*                 Director                                           )
-----------------------------------------------------                                                     )
               David S. Hollingsworth                                                                     )
                                                                                                          )
               CHARLES H. PISTOR, JR.*                 Director                                           )
-----------------------------------------------------                                                     )
               Charles H. Pistor, Jr.                                                                     )
                                                                                                          )
                  PAUL R. SEEGERS*                     Director                                           )
-----------------------------------------------------                                                     )
                   Paul R. Seegers                                                                        )
                                                                                                          )
                IAN L. WHITE-THOMSON*                  Director                                           )
-----------------------------------------------------                                                     )
                Ian L. White-Thomson                                                                      )
                                                                                                          )
            *By: /s/ EDWARD W. MONEYPENNY                                                                 )
  ------------------------------------------------                                                        )
                Edward W. Moneypenny                                                                      )
                  Attorney-in-Fact                                                                        )
                                                                                                          )
                                                                                              
</TABLE>
 
------------------------------
 
* A Power of Attorney authorizing Robert L. Keiser and Edward W. Moneypenny, and
  each of them, to sign this Form 10-K Annual Report on behalf of the directors,
  constituting a majority of the Board of Directors, and certain officers of
  Oryx Energy Company, is being filed with the Securities and Exchange
  Commission.
 
                                       21
<PAGE>   23
                              INDEX TO EXHIBITS

<TABLE>
<CAPTION>
             Exhibit           Description
             Number    
             -------           -----------
             <S>              <C>
                 *3.1      -- Restated Certificate of Incorporation of the Registrant,
                                as currently in effect
                **3.2      -- Amended and Restated Bylaws of the Registrant, as
                                currently in effect
               ***4.1      -- Form of Common Stock of the Registrant
              ****4.2      -- Rights Agreement dated as of September 11, 1990, between
                                the Registrant and Manufacturers Hanover Trust Company
                 +4.3      -- Indenture dated as of September 11, 1990, between the
                                Registrant and Manufacturers Hanover Trust Company
                ++4.4      -- First Supplemental Indenture by and between The Bank of
                                New York and the Registrant
              +++10.1      -- Second Amended and Restated Agreement of Limited
                                Partnership of Sun Energy Partners, L.P.
              +++10.2      -- Agreement of Limited Partnership of Sun Operating Limited
                                Partnership, as amended
                 10.3  +   -- Registrant's Equity and Deferred Compensation Plan for
                                Non-Employee Directors
                 10.4  +   -- Registrant's Executive Variable Incentive Plan
</TABLE>
 
<PAGE>   24
<TABLE>
        <S>                  <C>   <C>
             ++++10.5              -- Registrant's Pension Restoration Plan
               ++10.5a             -- Amendment to Registrant's Pension Restoration Plan
             ++++10.6          +   -- Registrant's Executive Retirement Plan As Amended and
                                        Restated as of January 1, 1995
             ++++10.6a         +   -- Amendment No. One to Registrant's Executive Retirement
                                        Plan As Amended and Restated Effective January 1, 1995
                 10.6b         +   -- Amendment No. Two to Registrant's Executive Retirement
                                        Plan As Amended and Restated Effective January 1, 1995
           ++++++10.7          +   -- Registrant's Executive Long-Term Incentive Plan
         ++++++++10.7a         +   -- Amendment to Registrant's Executive Long-Term Incentive
                                        Plan, dated February 1, 1989
         ++++++++10.7b         +   -- Amendment to Registrant's Executive Long-Term Incentive
                                        Plan, dated February 6, 1989
                m10.8          +   -- Registrant's 1992 Long-Term Incentive Plan As Amended
                                        Through December 2, 1993 and Restated
                 10.8a         +   -- Amendment to Registrant's 1992 Long-Term Incentive Plan
                                        As Amended Through December 2, 1993 and Restated
                                        Effective as of September 4, 1996
             ++++10.9          +   -- Registrant's Savings Restoration Plan As Amended and
                                        Restated as of September 6, 1995
             ++++10.10         +   -- Registrant's Executive Deferred Compensation Plan as
                                        Amended and Restated as of September 6, 1995
             ++++10.11         +   -- Registrant's Deferred Compensation and Benefits Trust
             ++++10.12             -- Registrant's Special Employee Severance Plan
                m10.13         +   -- Registrant's Amended and Restated Special Executive
                                        Severance Plan
              mmm10.15             -- Oryx Energy Company $500,000,000 Revolving Credit
                                        Agreement Dated as of June 1, 1995
              mmm10.16             -- Sale and Purchase Agreement by and between Novus
                                        Petroleum Limited and the Registrant dated February 17,
                                        1995
              mmm10.17             -- Sale and Purchase Agreement by and between Union Texas
                                        Petroleum Limited and the Registrant dated May 31, 1995
              mmm10.18             -- Sale and Purchase Agreement by and between Powergen North
                                        Sea Limited and the Registrant dated June 14, 1995
                 12                -- Computation of Consolidated Ratio of Earnings to Fixed
                                        Charges and Earnings to Fixed Charges and Preferred
                                        Stock Dividend Requirements
                 13                -- Oryx Energy Company 1996 Annual Report to Shareholders
                m18                -- Accountant's Preferability Letter
             mmmm19                -- Distribution Agreement dated August 28, 1991 relating to
                                        Medium-Term Notes, Series A
               ++21                -- Subsidiaries
                 23                -- Consent of Coopers & Lybrand L.L.P.
                 24                -- Power of Attorney
                 27                -- Financial Data Schedule
</TABLE>
 
<PAGE>   25
 
------------------------------
 
          *  Incorporated by reference to the Registrant's Quarterly
             Report on Form 10-Q for the quarter ended March 31, 1992
             (File No. 1-10053) filed with the Commission on May 15,
             1992.
         **  Incorporated by reference to the Registrant's Quarterly
             Report on Form 10-Q for the quarter ended September 30, 1990
             (File No. 1-10053) filed with the Commission on November 14,
             1990.
        ***  Incorporated by reference to the Registrant's Form 8-K (File
             No. 1-10053) filed with the Commission on September 25,
             1990.
       ****  Incorporated by reference to the Registrant's Registration
             Statement on Form 8-A (File No. 1-10053) filed with the
             Commission on September 19, 1990.
          +  Incorporated by reference to the Registrant's Registration
             Statement on Form S-1 (File No. 33-24214) filed with the
             Commission on September 8, 1988.
         ++  Incorporated by reference to the Registrant's Amendment No.
             2 on Form S-3 (File No. 33-33361) filed with the Commission
             on June 29, 1990.
        +++  Incorporated by reference to the Form SE of Sun Energy
             Partners, L.P. filed with the Commission on March 20, 1986.
          +  Management contracts or compensatory plan or arrangement
             required to be filed as an exhibit hereto.
       ++++  Incorporated by reference to the Registrant's Registration
             Statement on Form S-1 (File No. 33-27723) filed with the
             Commission on March 22, 1989.
         ++  Incorporated by reference to the Registrant's Annual Report
             on Form 10-K for the fiscal year ended December 31, 1991
             (File No. 1-10053) filed with the Commission on March 19,
             1992.
       ++++  Incorporated by reference to the registrant's Annual report
             on Form 10-K for the fiscal year ended December 31, 1995
             (File no. 1-10053) filed with the Commission on March 29,
             1996.
     ++++++  Incorporated by reference to the Registrant's Registration
             Statement on Form S-1 (File No. 33-24214) filed with the
             Commission on September 8, 1988.
   ++++++++  Incorporated by reference to the Registrant's Registration
             Statement on Form S-1 (File No. 33-33361) filed with the
             Commission on February 6, 1990.
          m  Incorporated by reference to the Registrant's Annual Report
             on Form 10-K for the fiscal year ended December 31, 1994
             (File No. 1-10053) filed with the Commission on March 23,
             1995.
         mm  Incorporated by reference to the Registrant's Form 8-K (File
             No. 1-10053) filed with the Commission on December 26, 1989.
        mmm  Incorporated by reference to the Registrant's Quarterly
             Report on Form 10-Q for the quarter ended June 30, 1995
             (File No. 1-10053) filed with the Commission on August 9,
             1995.
       mmmm  Incorporated by reference to the Registrant's Quarterly
             Report on Form 10-Q for the quarter ended September 30, 1991
             (File No. 1-10053) filed with the Commission on November 14,
             1991.