EXHIBIT 23.3
1

                    REPORT OF COOPERS & LYBRAND L.L.P.

To the Shareholders and Board of Directors of
  Sun Company, Inc.:

We have audited the consolidated balance sheet of Sun Company, Inc. and its
subsidiaries as of December 31, 1995 and the related consolidated statements of
operations, changes in shareholders' equity and cash flows for each of the two
years in the period ended December 31, 1995 that are included in Exhibit 13 to
this Form 10-K. In connection with our audit of such consolidated financial
statements, we have also audited the related financial statement schedule for
the years ended December 31, 1995 and 1994 listed on page 21 of this Form 10-K.
These financial statements and the financial statement schedule are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these consolidated financial statements and the financial statement
schedule based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audit to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the consolidated financial statements referred to above present
fairly in all material respects, the consolidated financial position of Sun
Company, Inc. and its subsidiaries as of December 31, 1995, and the consolidated
results of their operations and their cash flows for each of the two years in
the period ended December 31, 1995 in conformity with generally accepted
accounting principles. In addition, in our opinion, the financial statement
schedule referred to above, when considered in relation to the basic financial
statements taken as a whole, presents fairly, in all material respects, the
information required to be included therein.

As discussed in Note 3 to the consolidated financial statements, the Company
changed its method of accounting for the impairment of long-lived assets in 1995
and its method of accounting for postemployment benefits in 1994.

/s/COOPERS & LYBRAND L.L.P.
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Coopers & Lybrand L.L.P.
2400 Eleven Penn Center
Philadelphia, Pennsylvania
February 13, 1996 except for 
the restatement for discontinued 
operations as described in Note 2 
to the consolidated financial
statements for which the date is 
February 13, 1997