EXHIBIT 11
TOSCO CORPORATION AND SUBSIDIARIES
COMPUTATION OF EARNINGS PER SHARE (a)
(Unaudited)
(Thousands of Dollars, Except Per Share Data)
Three Months Ended June 30, Six Months Ended June 30,
1997 1996 1997 1996
Income before distributions on company-obligated, mandatorily
redeemable, convertible preferred securities $69,635 $49,638 $75,720 $73,604
Distributions company-obligated, mandatorily redeemable,
convertible preferred securities, net of income tax benefit 2,523 - 5,046 -
-------- ------- -------- --------
Net income $67,112 $49,638 $70,674 $73,604
PRIMARY EARNINGS PER SHARE
Earnings used for computation of primary earnings per share $67,112 $49,638 $70,674 $73,604
Weighted average number of shares outstanding during the period 152,491,892 117,870,768 141,833,861 114,803,490
Assumed conversion of common share equivalents 4,393,690 3,045,438 4,323,624 2,768,145
-------------- ------------ ------------ ------------
Weighted average common and common equivalent shares used
for computation of primary earnings per share 156,885,582 120,916,206 146,157,485 117,571,635
-------------- ------------- ------------ ------------
Primary earnings per common and common equivalent share $0.43 $0.41 $0.48 $0.63
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FULLY DILUTED EARNINGS PER SHARE (b)
Earning used for computation of fully diluted earnings per share $67,112 $49,638 $70,674 $73,604
-------------- ------------- ----------- -------------
Weighted average number of shares outstanding during the period 152,491,892 117,870,768 141,833,861 114,803,490
Assumed conversion of common share equivalents 4,393,690 3,096,894 4,355,426 3,096,894
Weighted average common and common equivalent shares used
for computation of fully diluted earnings per share 156,885,582 120,967,662 146,189,287 117,900,384
-------------- ------------- ------------ ------------
Fully diluted earnings per common and common equivalent share $0.43 $0.41 $0.48 $0.62
(a) Earnings per share and weighted average shares outstanding
reflect the 3-for-1 stock split declared and distributed in February 1997.
(b) Conversion of the company-obligated, mandatorily redeemable,
convertible preferred securities is not assumed at June 30, 1997 because
its effect on earnings per share is not significant and because
the conversion rate, equivalent to a conversion price of approximately
$32.92 per Common Stock share, was higher than the average
market price of the Common Stock for the three and six month periods
ended June 30, 1997.