8-K

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                    SECURITIES AND EXCHANGE COMMISSION

                          WASHINGTON, D.C.  20549

                                 FORM 8-K

                              CURRENT REPORT


                  Pursuant to Section 13 or 15(d) of the

                      Securities Exchange Act of 1934



                     Date of Report:  October 15, 1997



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

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

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

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


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

     On October 14, 1997, Sun Company, Inc. issued a press release
projecting an increase in third quarter 1997 income and reporting the
results of a previously announced share repurchase program.  A copy of such
press release is attached hereto as Exhibit 99.1.



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

          99.1 Sun Company, Inc. Press Release dated October 14, 1997. 

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SIGNATURE


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



     SUN COMPANY, INC.



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

DATE October 15, 1997 

EX-99

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

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

  99.1    Sun Company, Inc. Press Release dated October 14, 1997. 

EX-99.1

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                                                               EXHIBIT 99.1

                  SUN PROJECTS INCREASE IN THIRD QUARTER
            INCOME; REPORTS RESULTS OF SHARE REPURCHASE PROGRAM

   Philadelphia, October 14, 1997 -- Sun Company, Inc. (NYSE: SUN) today
reported that operating and net income for the third quarter of 1997 are
expected to show sequential improvement over the $105 million ($1.07 per
share on a fully diluted basis) earned in the second quarter of 1997 and
will approximate the $1.15 per share high-end earnings estimate as
currently reported by First Call Corporation.  

   Robert H. Campbell, Sun Chairman and Chief Executive Officer said, "The
Company is providing a projection of its third quarter earnings at this
time in response to the recent unusually high level of trading activity in
Sun's common stock.  I anticipate that all of Sun's business units will be
profitable during the 1997 third quarter and will show significant
improvement versus the 1996 third quarter."  Campbell noted that the strong
earnings will reflect continued operational excellence and a lower cost
structure across all of Sun's businesses.  The Company will announce third
quarter 1997 earnings on Thursday, October 23, 1997.

   The Company also reported today that during the third quarter of 1997,
it repurchased 2,308,547 shares of Sun common stock and 317,200 Sun
depositary shares on the open market for approximately $101 million.  These
purchases were made pursuant to a previously announced $150 million stock
repurchase program authorized by the Company's Board of Directors on July
3, 1997.  The Company had previously repurchased $21 million of its stock
during the first half of 1997 under a predecessor program.

   Sun also reiterated that its depositary shares, each representing one-
half of a share of the Company's Series A cumulative preference stock, can
be redeemed by the Company at any time, either in whole or in part, for Sun
common stock at a conversion price initially equal to $42.39976 at June 12,
1995 declining ratably to $40.13332 on April 12, 1998, and equal to $40.00
thereafter through June 11, 1998.  As of October 14, 1997, the Call Price
was $40.52884 per depositary share.  After June 11, 1998, the Company can
redeem the depositary shares with common shares on a one-for-one basis.  If
Sun were to do a partial redemption of depositary shares, it would be done
on a pro rata basis.

   Sun Company, Inc. headquartered in Philadelphia, is one of the largest
independent U.S. petroleum refiner-marketers.  Sun operates five domestic
refineries with approximately 700,000 barrels per day of crude oil
processing capacity, and markets gasoline under the Sunoco brand through
more than 3,800 outlets in 17 states from Maine to Virginia and west to
Indiana.  Sun sells lubricants and petrochemicals worldwide, operates
domestic pipelines and terminals, and conducts coal mining and cokemaking
operations in Virginia and Kentucky.  

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NOTE:  Those statements made in this release that are not historical facts
are forward-looking statements intended to be covered by the safe harbor
provisions of Section 27A of the Securities Act of 1933 and Section 21E of
the Securities Exchange Act of 1934.  Although Sun believes that the
assumptions underlying these statements are reasonable, investors are
cautioned that such forward-looking statements are inherently uncertain and
necessarily involve risks that may affect Sun's business prospects and
performance, causing actual results to differ from those discussed in the
foregoing release.  Such risks and uncertainties include, by way of example
and not of limitation: general business and economic conditions;
competitive products and pricing; fluctuations in supply of refinery
feedstocks and demand for refined products; potential equipment
malfunction; the regulatory environment; and plant construction/repair
delays.  These and other applicable risks and uncertainties have been
described more fully in Sun's second quarter 10-Q, filed with the
Securities and Exchange Commission on August 4, 1997.

For further information contact:
  Paul Durkin (media) 215-977-3485
  Terry Delaney (investors) 215-977-6106