<PAGE>

                          UNITED STATES
               SECURITIES AND EXCHANGE COMMISSION
                     WASHINGTON, D.C.  20549
                                
                            FORM 10-Q

 X   QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
     SECURITIES EXCHANGE ACT OF 1934
For the quarterly period ended         March 31, 1997

                               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 number        1-10053

                               ORYX ENERGY COMPANY
     (Exact name of registrant as specified in its charter)

                 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)

                                      (972) 715-4000
      (Registrant's telephone number, including area code)

                                

     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 number of shares of common stock, $1 par value,
outstanding on April 30, 1997 was 105,327,541.
<PAGE>
                       ORYX ENERGY COMPANY
                                
                                
                              INDEX



                                                          Page

PART I.  FINANCIAL INFORMATION

  Item 1. Financial Statements

          Condensed Consolidated Statements of Income
          for the Three Months Ended March 31, 1997
          and 1996 ..................................      3

          Condensed Consolidated Balance Sheets at
          March 31, 1997 and December 31, 1996 ......      4

          Condensed Consolidated Statements of Cash
          Flows for the Three Months Ended March 31,
          1997 and 1996 .............................      5

          Notes to Condensed Consolidated Financial
          Statements ................................      6

          Report of Independent Accountants .........      9

  Item 2. Management's Discussion and Analysis of
          Financial Condition and Results of
          Operations ................................     10


PART II. OTHER INFORMATION

  Item 4. Submission of Matters to a Vote of Security
          Holders ..................................      13


SIGNATURE ..........................................      16

<PAGE>
                             PART I
                      FINANCIAL INFORMATION

Item 1.  Financial Statements

ORYX ENERGY COMPANY
CONDENSED CONSOLIDATED STATEMENTS OF INCOME
                                             For the Three Months
(Millions of Dollars, Except                    Ended March 31
Per Share Amounts)                              1997        1996
                                                  (Unaudited)
Revenues
  Oil and gas                                   $342        $248
  Other                                           (7)         (1)
                                                ----        ----
                                                 335         247
                                                ----        ----
Costs and Expenses
  Operating costs                                 69          58
  Production taxes                                39          26
  Exploration costs                               14          11
  Depreciation, depletion and amortization        79          63
  General and administrative expense              15          15
  Interest and debt expense                       27          29
  Interest capitalized                            (5)         (3)
                                                 ----        ----
                                                 238         199

Income Before Provision for Income Taxes          97          48
Provision for Income Taxes (Note 3)               35          17
Remeasurement of Foreign Deferred Tax
  (Note 3)                                        (4)         (1)
                                                 ----        ----

Net Income                                       $66         $32
                                                 ====       ====
Net Income Per Share of Common Stock            $.62        $.31
                                                ====        ====
Weighted Average Number of Common Shares
    Outstanding (in millions)                  105.7       104.6
                                               =====       =====

                    (See Accompanying Notes)
<PAGE>
ORYX ENERGY COMPANY
CONDENSED CONSOLIDATED BALANCE SHEETS
                                         March 31   December 31
(Millions of Dollars)                      1997         1996
                                       (Unaudited)
Assets

Current Assets
  Cash and cash equivalents               $   11       $    9
  Accounts receivable and other current
  assets                                     181          241
                                          ------       ------
Total Current Assets                         192          250
Properties, Plants and Equipment (Note 4)  1,665        1,627
Deferred Charges and Other Assets             59           58
                                          ------       ------

Total Assets                              $1,916       $1,935
                                          ======       ======

Liabilities and Shareholders' Equity (Deficit)

Current Liabilities
  Accounts payable                        $  116       $  130
  Accrued liabilities                        259          251
Current portion of long-term debt              4            4
                                          ------       ------
Total Current Liabilities                    379          385
Long-Term Debt                             1,108        1,183
Deferred Income Taxes                        238          248
Deferred Credits and Other Liabilities       156          156
Shareholders' Equity (Deficit) (Note 5)
  Common stock, par value $1 per share       124          124
  Additional paid-in capital               1,821        1,821
  Accumulated deficit                      (833)        (895)
                                          ------       ------
                                           1,112        1,050

  Less:  Common stock in treasury,
           at cost                          (979)        (988)
         Loan to ESOP                        (98)         (99)
                                          ------       ------
Shareholders' Equity (Deficit)                35          (37)
                                          ------       ------
Total Liabilities and Shareholders'
  Equity (Deficit)                       $ 1,916       $1,935
                                         =======       ======


The successful efforts method of accounting is followed.


                    (See Accompanying Notes)
<PAGE>
ORYX ENERGY COMPANY
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

                                             For the Three Months
                                                Ended March 31
(Millions of Dollars)                           1997      1996
                                                 (Unaudited)
Cash and Cash Equivalents From Operating Activities
  Net income                                   $  66      $  32
  Adjustments to reconcile net income to
    net cash flow from operating activities:
     Depreciation, depletion and amortization     79         63
     Dry hole costs and leasehold impairment       2          3
     Gain on sale of assets, net of taxes          -         (1)
     Deferred income taxes                         8         15
     Remeasurement of foreign deferred tax        (4)        (1)
     Other                                         4          1
                                               ------     ------
                                                 155        112

     Changes in working capital:
       Accounts receivable and
         other current assets                     61        (5)
       Accounts payable and accrued
         liabilities                              (2)       22
                                               ------    ------

Net Cash Flow Provided From Operating
       Activities                                214       129
                                               ------    -----
Investing Activities
  Capital expenditures                          (117)      (86)
  Proceeds from divestments, net of
       current taxes                               -         4
  Other                                          (21)       (9)
                                               -----     -----
Net Cash Flow Used For Investing
       Activities                               (138)      (91)
                                               ------   ------
Financing Activities
  Proceeds from borrowings                        15        16
  Repayments of long-term debt                   (90)      (64)
  ESOP Loan Repayment                              1         -
                                               ------   ------
Net Cash Flow Used For Financing
       Activities                                (74)      (48)
                                               ------   ------
Changes In Cash and Cash Equivalents               2       (10)
Cash and Cash Equivalents at Beginning
       of Period                                   9        20
Cash and Cash Equivalents at End               ------   ------
       of Period                                $ 11      $ 10
                                               ======   ======
                    (See Accompanying Notes)
<PAGE>
                       ORYX ENERGY COMPANY
      NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                           (Unaudited)

1.   Basis of Presentation

     The accompanying condensed consolidated financial statements
     and   related   notes  of  Oryx  Energy  Company   and   its
     subsidiaries  (hereinafter,  unless  the  context  otherwise
     requires, being referred to as the Company) are presented in
     accordance  with the requirements of Form 10-Q  and  do  not
     include  all  disclosures  normally  required  by  generally
     accepted  accounting principles or those  normally  made  in
     annual  reports on Form 10-K.  In management's opinion,  all
     adjustments necessary for a fair presentation of the results
     of  operations for the periods shown have been made and  are
     of  a normal recurring nature.  The results of operations of
     the  Company for the three months ended March 31,  1997  are
     not  necessarily indicative of the results for the full year
     1997.

     Statements of Cash Flows

     Amounts paid for interest and income taxes were as follows:

                                Three Months Ended March 31
                                      1997         1996
                                   (Millions of Dollars)
     Interest paid (net of
        capitalized amounts)        $  19         $  15
     Income taxes paid              $  18         $   -

2.   Provision for Restructuring

     In  the fourth quarter of 1995, the Company recognized a net
     $25 million ($16 million after-tax) charge for restructuring
     comprised   of  a  $4  million  adjustment   to   the   1994
     restructuring  provision  and a  $29  million  restructuring
     provision for a plan to achieve further cost reductions.

     An analysis of the 1995 provision for restructuring follows:
                                         1997
                             Balance    First    Balance
                                at     Quarter      at
                             12/31/96  Activity  3/31/97
                                (Millions of Dollars)

     Office lease obligation *$ 13     $  (1)      $ 12
                              ====      =====      ====
     *    Represents contractual obligations existing prior to
          the commitment date that will continue with no economic
          benefit to the Company.
<PAGE>
                       ORYX ENERGY COMPANY
      NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                           (Unaudited)
                           (continued)


3.   Income Taxes

     The  Company's  provisions for income taxes  for  the  three
     months  ended March 31, 1997 and 1996 reflect provisions  of
     $35  million and $17 million.  Foreign income tax provisions
     included  within the Company's consolidated  provisions  are
     determined  based  upon  the appropriate  foreign  statutory
     rates which differ from the U.S. statutory rate.

     Deferred  income  taxes  are provided  to  reflect  the  tax
     consequences  in  future  periods  of  differences   between
     financial statements and tax basis of assets and liabilities
     at  period  end  in accordance with Statement  of  Financial
     Accounting Standards No. 109, "Accounting for Income  Taxes"
     (SFAS  No. 109).  The remeasurement provisions of  SFAS  No.
     109  have  affected the reported earnings  of  the  Company.
     Earnings  have increased $4 million and $1 million  for  the
     three  months  ended  March 31,  1997  and  1996  from  such
     remeasurement.   Management  believes  that  such   non-cash
     remeasurements distort current period economic  results  and
     should  be  disregarded in analyzing the  Company's  current
     business.  Future  economic results may  also  be  distorted
     because  payment  of  the  deferred  tax  liability  is  not
     expected  to  occur in the near-term and it is  likely  that
     exchange   rates  will  fluctuate  prior  to  the   eventual
     settlement of the liability.
<PAGE>
                       ORYX ENERGY COMPANY
      NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                           (Unaudited)
                           (continued)


4.   Properties, Plants and Equipment

     At  March  31,  1997  and December 31, 1996,  the  Company's
     properties,  plants  and equipment; and related  accumulated
     depreciation, depletion and amortization were as follows:

                                    March 31     December 31
                                      1997           1996
                                    (Millions of Dollars)

     Gross investment............  $  5,430       $  5,354
     Less accumulated
       depreciation, depletion
       and amortization..........     3,765          3,727
                                   --------       --------
     Net investment..............  $  1,665       $  1,627
                                   ========       ========


5.   Shareholders' Equity (Deficit)

     Shares   of  the  Company's  preferred  and  common   stocks
     authorized, issued, outstanding and in treasury at March 31,
     1997 and December 31, 1996 were as follows:
                                                            In
                       Authorized  Issued   Outstanding  Treasury
                              (Thousands of Shares)
     March 31, 1997
      Preferred stock     15,000         -            -        -
      Preference stock     7,741         -            -        -
      Common stock       250,000   126,704      105,314 (18,388)
     December 31, 1996
      Preferred stock     15,000         -            -        -
      Preference stock     7,741         -            -        -
      Common stock       250,000   126,704      104,983 (18,719)
<PAGE>
                REPORT OF INDEPENDENT ACCOUNTANTS


To the Shareholders and Board of Directors, Oryx Energy Company:


We  have reviewed the accompanying condensed consolidated balance
sheet of Oryx Energy Company and its Subsidiaries as of March 31,
1997, and the related condensed consolidated statements of income
and  cash  flows for the three months ended March  31,  1997  and
1996.   These financial statements are the responsibility of  the
Company's management.

We  conducted our review in accordance with standards established
by  the  American Institute of Certified Public  Accountants.   A
review  of interim financial information consists principally  of
applying  analytical  review procedures  to  financial  data  and
making  inquiries  of  persons  responsible  for  financial   and
accounting  matters.  It is substantially less in scope  than  an
audit  conducted  in accordance with generally accepted  auditing
standards, the objective of which is the expression of an opinion
regarding   the   financial  statements   taken   as   a   whole.
Accordingly, we do not express such an opinion.

Based   on   our  review,  we  are  not  aware  of  any  material
modifications  that should be made to the accompanying  condensed
consolidated  financial statements for them to be  in  conformity
with generally accepted accounting principles.

We have previously audited, in accordance with generally accepted
auditing standards, the consolidated balance sheet as of December
31,  1996, and the related consolidated statements of income  and
cash flows for the year then ended (not presented herein); and in
our  report  dated February 19, 1997, we expressed an unqualified
opinion  on  those  consolidated  financial  statements.  In  our
opinion,  the information set forth in the accompanying condensed
consolidated  balance sheet as of December 31,  1996,  is  fairly
stated, in all material respects, in relation to the consolidated
balance sheet from which it has been derived.


                              /s/ Coopers & Lybrand L.L.P.


Dallas, Texas
May 2, 1997
<PAGE>
Item 2.   Management's  Discussion  and  Analysis  of   Financial
          Condition and Results of Operations


FINANCIAL CONDITION

The  Company's cash and cash equivalents increased by $2  million
during  the three months ended March 31, 1997.  The increase  was
comprised  of  $214  million  of  net  cash  flow  provided  from
operating  activities, $138 million of net  cash  flow  used  for
investing  activities and $74 million of net cash flow  used  for
financing activities.  The $214 million in net cash flow provided
from  operating activities consisted of $155 million in net  cash
flow provided from operating activities before changes in current
assets  and liabilities and $59 million provided from changes  in
current  assets and liabilities.  The $155 million  in  net  cash
flow provided from operating activities before changes in current
assets and liabilities was primarily impacted by increased  crude
oil  and natural gas prices and volumes. The $59 million  of  net
cash flow provided from changes in current assets and liabilities
consisted of a $61 million decrease in accounts receivable and  a
$2 million decrease in accounts payable.

The  $138  million in net cash flow used for investing activities
and  the  $74  million  in  net  cash  flow  used  for  financing
activities  are primarily due to a cash use of $117  million  for
capital  expenditures  and a cash use  of  $75  million  for  net
decreases in debt.

In  the  fourth quarter of 1995, the Company incurred a  net  $25
million  ($16  million  after-tax)  provision  for  restructuring
comprised  of  a $4 million adjustment to the 1994  restructuring
provision and a $29 million restructuring provision for a plan to
achieve  further  cost  reductions.  For  an  analysis   of   the
restructuring provision, see Note 2 to the Condensed Consolidated
Financial Statements.

During  February  1997, the Financial Accounting Standards  Board
issued  Statement  of  Financial Accounting  Standards  No.  128,
"Earning  per Share," effective for fiscal years beginning  after
December  15, 1997.  The impact of this statement, when  adopted,
will not be material.
<PAGE>
Item 2.   Management's  Discussion  and  Analysis  of   Financial
          Condition and Results of Operations - continued


RESULTS OF OPERATIONS

The Company's net income for the quarter ended March 31, 1997 was
$66  million, or $.62 per share, as compared to net income of $32
million, or $.31 per share for the quarter ended March 31,  1996.
Revenues for the 1997 first quarter were $335 million versus $247
million for the first quarter of 1996.

Compared  to  the  same quarter last year,  worldwide  crude  oil
prices  increased by $2.49 per barrel and U.S. natural gas prices
increased  by  $.74 per mcf.  Crude oil volumes increased  by  16
thousand  barrels per day, or 16 percent and natural gas  volumes
increased 51 million cubic feet per day, or 11 percent.

First  quarter unit costs were higher than the same  period  last
year  primarily  due  to higher operating costs,  driven  by  the
timing of maintenance and workover expenses; increased production
taxes,  a  direct result of higher commodity prices;  and  higher
DD&A, a function of production mix.

During  the  first  quarter  the  Company  reported  several  key
operational milestones.  In February, Oryx became operator of the
U.K. Ninian field where it is implementing plans to significantly
reduce   costs,   extend  field  life  and   increase   reserves.
Production  commenced in March from the Gulf  of  Mexico  Neptune
field,  where  the  Company operates the world's  first  floating
production  spar.  Also in March, a decision was made to  proceed
with  development  of  the  350-400  million  gross  barrels   of
hydrocarbon liquids at the Bayu-Undan field in Australia.

The  1997  first  quarter includes a $4 million benefit  for  the
remeasurement of foreign deferred taxes.  By comparison, the 1996
first quarter included a $1 million net gain from asset sales and
a  $1  million benefit for the remeasurement of foreign  deferred
taxes.

Average worldwide net production of crude oil and condensate  for
the  three  months ended March 31, 1997 was 118 thousand  barrels
daily  compared  to average net production for the  three  months
ended March 31, 1996 of 102 thousand barrels daily.  Average  net
production  of  crude oil and condensate was 41 thousand  barrels
daily  in  the United States and 77 thousand barrels  daily  from
foreign  locations during the three months ended March 31,  1997,
compared to 45 thousand barrels daily in the United States and 57
thousand  barrels  daily  from foreign  locations  in  the  first
quarter  of 1996.  The average worldwide crude oil and condensate
price in the first quarter of 1997 was $19.86 per barrel compared
to $17.37 per barrel in the first quarter of 1996.
<PAGE>
Item 2.   Management's  Discussion  and  Analysis  of   Financial
          Condition and Results of Operations - continued


RESULTS OF OPERATIONS (continued)


Average  worldwide net production of natural gas was 524  million
cubic  feet  daily  for the three months ended  March  31,  1997,
compared  to  473  million cubic feet in the three  months  ended
March  31, 1996.  Average net production of natural gas  was  512
million  cubic  feet daily in the United States  and  12  million
cubic feet daily from the United Kingdom in the first quarter  of
1997,  compared  to 466 million cubic feet daily  in  the  United
States and 7 million cubic feet daily from the United Kingdom  in
the  first  quarter  of  1996.  The average  worldwide  price  of
natural  gas for the first quarter of 1997 was $2.77 per thousand
cubic feet compared to $2.03 per thousand cubic feet in the first
quarter of 1996.
<PAGE>
                             PART II
                        OTHER INFORMATION
                                


Item 4.  Submission of Matters to a Vote of Security Holders

     On  May 1, 1997, 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.

                        Jerry W.  William E.  Sylvia A.   Edward W.
                         Box       Bradford     Earle     Moneypenny

          Affirmative83,304,670   83,406,070  83,387,537  83,302,993
          Negative            -            -           -           -
          Abstained           -            -           -           -
          Withheld      601,977      500,577     519,110     603,654
          Broker non-votes    -            -           -           -
          Shares without
             executed
             proxies
             and not
             present
             for vote 21,406,234  21,406,234  21,406,234  21,406,234
                     -----------  ----------  ----------  ----------
          Shares entitled
             to vote 105,312,881 105,312,881 105,312,881 105,312,881
                     =========== =========== =========== =========== 
               (b)   To  approve  the appointment  of  Coopers  &
               Lybrand L.L.P. as independent accountants for  the
               fiscal year 1997.

          Affirmative                   83,131,252
          Negative                         521,611
          Abstained                        253,784
          Withheld                               -
          Broker non-votes                       -
          Shares without executed
             proxies and not present
             for vote                   21,406,234
                                       -----------
          Shares entitled to vote      105,312,881
                                       ===========
<PAGE>
                             PART II
                  OTHER INFORMATION - continued
                                

               (c)  To approve the 1997 Long-Term Incentive Plan.

          Affirmative                   71,510,914
          Negative                       9,081,721
          Abstained                      1,654,128
          Withheld                               -
          Broker non-votes               1,659,884
          Shares without executed
             proxies and not present
             for vote                   21,406,234
                                       -----------
          Shares entitled to vote      105,312,881
                                       ===========

               (d)  To approve an Amendment to the 1992 Long-Term
               Incentive Plan.

          Affirmative                   77,798,685
          Negative                       2,802,432
          Abstained                      1,694,239
          Withheld                               -
          Broker non-votes               1,611,291
          Shares without executed
             proxies and not present
             for vote                   21,406,234
                                       -----------
          Shares entitled to vote      105,312,881
                                       ===========
        (e)      To  reapprove  the Executive Variable  Incentive
                 Plan.

          Affirmative                   79,925,110
          Negative                       2,504,011
          Abstained                      1,455,398
          Withheld                               -
          Broker non-votes                  22,128
          Shares without executed
             proxies and not present
             for vote                   21,406,234 
                                       -----------
          Shares entitled to vote      105,312,881
                                       ===========

<PAGE>
Item 6.  Exhibits and Reports on Form 8-K

       (a)     Exhibits:

                          12   Computation of Consolidated Ratios
                    of  Earnings to Fixed Charges and Earnings to
                    Fixed  Charges  and Preferred Stock  Dividend
                    Requirements.

                           *15    Accountant's  letter  regarding
                    unaudited interim financial information.

               27   Financial Data Schedule

               28   Awareness letter of Coopers & Lybrand L.L.P.

        *      Attached as page 18 to this Form 10-Q.

       (b)     Reports on Form 8-K:

                     The Company did not file any reports on Form
               8-K during the quarter ended March 31, 1997.
<PAGE>
                            SIGNATURE



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


     ORYX ENERGY COMPANY





BY    /s/ EDWARD W. MONEYPENNY
     Edward W. Moneypenny
     (Executive Vice President, Finance,
      and Chief Financial Officer)



DATE May 5, 1997
<PAGE>
                           EXHIBIT 12

                       ORYX ENERGY COMPANY
          COMPUTATION OF CONSOLIDATED RATIO OF EARNINGS
       TO FIXED CHARGES AND EARNINGS TO FIXED CHARGES AND
      PREFERRED STOCK DIVIDEND REQUIREMENTS - UNAUDITED (a)

                      (Millions of Dollars)
                                                  Three Months
                                                 Ended March 31
                                                      1997
RATIO OF EARNINGS TO FIXED CHARGES:
Fixed Charges:
 Consolidated interest cost and debt expense          $ 27
 Interest allocable to rental expense (b)                1
                                                      ----
   Total                                              $ 28
                                                      ====
Earnings:
 Consolidated income before provision for
   income taxes                                       $ 97
 Fixed charges                                          28
 Interest capitalized                                  (5)
 Amortization of previously capitalized
   interest                                              1
                                                      ----
   Total                                              $121
                                                      ====
Ratio of Earnings to Fixed Charges                    4.32
                                                      ====
RATIO OF EARNINGS TO FIXED CHARGES AND PREFERRED
  STOCK DIVIDEND REQUIREMENTS:
Fixed Charges:
 Consolidated interest cost and debt expense          $ 27
 Preferred stock dividend requirements                   -
 Interest allocable to rental expense (b)                1
                                                      ----
   Total                                              $ 28
                                                      ====
Earnings:
 Consolidated income before provision for
   income taxes                                       $ 97
 Fixed charges                                          28
 Interest capitalized                                  (5)
 Amortization of previously capitalized interest         1
                                                      ----
   Total                                             $ 121
                                                     =====
Ratio of Earnings to Fixed Charges                    4.32
                                                     ===== 

(a)  The consolidated financial statements of Oryx Energy Company
     include  the  accounts  of all subsidiaries  (more  than  50
     percent owned and/or controlled).

(b)  Represents one-third of total operating lease rental expense
     which is that portion deemed to be interest.
<PAGE>
                                                       EXHIBIT 28

Securities and Exchange Commission
450 Fifth Street, Northwest
Washington, D.C.  20549
Attn.:  Document Control

Re:  Oryx Energy Company Form 10-Q

We  are aware that our report dated May 2, 1997 on our review  of
the  interim condensed consolidated balance sheet of Oryx  Energy
Company  and  its  Subsidiaries as of March  31,  1997,  and  the
related  condensed  consolidated statements of  income  and  cash
flows  for  the  three  months ended March  31,  1997  and  1996,
included in this Form 10-Q, is incorporated by reference  in  the
following registration statements:
                                                Registration No.
On Form S-3 for:

  Oryx Energy Company $500,000,000 Debt
  Securities; Preferred Stock; and Common
  Stock                                             33-45611

  Oryx Energy Company $600,000,000 Debt
  Securities                                        33-33361

  Oryx Energy Company 7,259,394 shares of
  Common Stock                                      33-36799

On Form S-8 for:

  Oryx Energy Company 1992 Long-Term Incentive
  Plan                                              33-42695

  Oryx Energy Company Long-Term Incentive Plan      33-25032

  Oryx Energy Company Capital Accumulation Plan     33-24918

  Oryx Energy Company Equity and Deferred
     Compensation Plan for Non-Employee Directors  333-03075

  Oryx Energy Company Executive Variable
  Incentive Plan                                   333-03089

Pursuant  to Rule 436(c) under the Securities Act of  1933,  this
report  should  not  be  considered a part  of  the  registration
statement  prepared  or  certified by us within  the  meaning  of
Sections 7 and 11 of that Act.


                              /s/ Coopers & Lybrand L.L.P.

Dallas, Texas
May 2, 1997
<PAGE>