8-K

 1

                    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: April 28, 1998



                             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 April 28, 1998, Sun Company, Inc. issued a press release announcing
that it will redeem all of its outstanding Depositary Shares on May 28,
1998.  Each Depositary Share represents ownership of one-half share of the
Company's Series A Cumulative Preference Stock.  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 April 28, 1998.  

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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 April 28, 1998

EX-99

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

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

  99.1    Sun Company, Inc. Press Release dated April 28, 1998. 

EX-99.1

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                                                               EXHIBIT 99.1

                  Sun Company to Redeem Depositary Shares
                              On May 28, 1998

     PHILADELPHIA, April 28, 1998 -- Sun Company, Inc. (NYSE: SUN)
announced today that it will redeem all outstanding Sun Depositary Shares
on May 28, 1998.

     Under the terms of redemption, established when the Depositary Shares
were issued in August 1995, each Depositary Share will be redeemed in
exchange for 0.949837 share of Sun's common stock plus an amount in cash
equal to accrued and unpaid dividends.  The Depositary-to-common exchange
rate represents the call price of $40 per Depositary Share payable in Sun
common stock at $42.1125 per common share -- the average of the closing
prices for Sun common stock on the New York Stock Exchange, as reported on
the consolidated tape, for the five consecutive trading days from April 20
to April 24, 1998, inclusive.

     Each Depositary Share represents ownership of half a share of the
company's Series A Preference Stock.  The Depositary Shares are traded on
the New York Stock Exchange under the symbol SUN.PR.D. and will continue to
trade until redeemed.

     As of April 24, there were 24.1 million Sun Depositary Shares and 70.9
million Sun common shares outstanding.  At the exchange rate of 0.949837
share of common stock for each Sun Depositary Share, approximately 22.9
million shares of Sun common stock will be reissued, bringing total common
shares outstanding to an estimated 93.8 million following the redemption.

     Pursuant to the Statement of Designation governing the Preference
Stock, as a result of this redemption the dividend previously announced to
be payable on June 12, 1998, to holders of record on May 8, 1998, will not
be paid, and the May 8, 1998 record date will be null and void.  Cash
dividends unpaid and accrued to and including the redemption date will be
paid only to holders of redeemed shares upon surrender of their Depositary
Shares.  Dividends will cease to accrue as of the redemption date.

     Sun Company, Inc. (NYSE: SUN), headquartered in Philadelphia, is one
of the largest independent petroleum refiner-marketers in the United
States.  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 approximately 3,800 Sunoco outlets in 17 states
from Maine to Virginia and west to Indiana.  Sun sells lubricants and
petrochemicals worldwide, operates domestic pipelines and terminals, and
manufactures metallurgical-grade coke for use in the steel industry.  


For further information contact:
Sun: Bud Davis (media) 215-977-3485
     Terry Delaney (investors) 215-977-6106