EXHIBIT 12
1

STATEMENTS RE COMPUTATION OF RATIO OF EARNINGS TO FIXED CHARGES--
UNAUDITED(a)
Sun Company, Inc. and Subsidiaries

(Millions of Dollars Except Ratios)
- ---------------------------------------------------------------------------
 
 
                                        For the Years Ended December 31   
                                    ---------------------------------------
                                     1996   1995(b) 1994(b) 1993(b) 1992(b)
                                     ----   ----    ----    ----    ----
                                                     
Fixed Charges:
  Consolidated interest cost and 
   debt expense                     $  79   $ 98    $ 83    $ 68   $  79
  Interest cost and debt expense 
   of operations held for sale          8     16      22       8      --
  Interest allocable to rental
   expense(c)                          32     34      34      29      31
                                    -----   ----    ----    ----   -----
  Total                             $ 119   $148    $139    $105   $ 110
                                    =====   ====    ====    ====   =====
Earnings:
  Consolidated income (loss) from
   continuing operations before
   income tax expense (benefit) 
   and cumulative effect of change
   in accounting principle          $(408)  $(47)   $(69)   $123   $(133)
  Minority interest in net income 
   of subsidiaries having fixed
   charges                             --      2       9       2       2
  Proportionate share of income 
   tax expense of 50 percent 
   owned but not controlled 
   affiliated companies                 5      4       3       3       2
  Equity in income of less than
   50 percent owned affiliated 
   companies                          (16)   (10)     (7)     (6)     (5)
  Dividends received from less 
   than 50 percent owned affiliated 
   companies                            6      5       5       5       4
  Fixed charges                       119    148     139     105     110
  Interest capitalized                 (3)    (4)    (12)     (7)     (2)
  Amortization of previously
   capitalized interest                 9     14      23       5       1
                                    -----   ----    ----    ----   -----
  Total                             $(288)  $112    $ 91    $230   $ (21)
                                    =====   ====    ====    ====   =====
Ratio of Earnings to Fixed Charges    N/A(d) .76(d)  .65(d) 2.19     N/A(d)
                                      ===    ===     ===    ====     ===
 

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(a) The consolidated financial statements of Sun Company, Inc. and subsidiaries
    contain the accounts of all subsidiaries that are controlled (generally more
    than 50 percent owned) except those accounted for as investments held for
    sale or discontinued operations. Prior to the fourth quarter of 1993, coal
    and real estate operations were accounted for as discontinued operations
    and, accordingly, were


2
 
    excluded from the computation of the ratio of earnings to fixed charges.
    Effective in the fourth quarter of 1993, coal and real estate operations and
    their results of operations are included in continuing operations.
    Accordingly, beginning October 1, 1993, coal and real estate operations are
    included in the computation of the ratio of earnings to fixed charges. (See
    Note 2 to the Consolidated Financial Statements in the Company's 1996 Annual
    Report to Shareholders.) Affiliated companies over which the Company has the
    ability to exercise significant influence but that are not controlled
    (generally 20 to 50 percent owned) are accounted for by the equity method.

(b) Restated to exclude amounts related to international production and Canadian
    upstream petroleum operations as these operations are now presented as
    discontinued operations. (See Note 2 to the Consolidated Financial
    Statements in the Company's 1996 Annual Report to Shareholders.)

(c) Represents one-third of total operating lease rental expense which is that
    portion deemed to be interest.

(d) Earnings are inadequate to cover fixed charges by $407, $36, $48 and $131
    million in 1996, 1995, 1994 and 1992, respectively, due largely to $356,
    $93, $54 and $163 million pretax provisions for write-down of assets and
    other matters. (See Note 2 to the Consolidated Financial Statements in the
    Company's 1996 Annual Report to Shareholders.)