EXHIBIT 24.2



     I, Ann C. Mule', Secretary of Sun Company, Inc., a Pennsylvania
corporation, hereby certify that the following is a full, true and complete copy
of a resolution adopted at a meeting of the Board of Directors of Sun Company,
Inc., duly called and held on March 5, 1998, at which a quorum was present and
acting throughout and that no action has been taken to rescind or amend said
resolution and that the same is now in full force and effect:

          RESOLVED, That the Sun Company, Inc. Annual Report to the Securities
     and Exchange Commission on Form 10-K, for the year ended December 31, 1997,
     is approved in the form presented to this meeting, subject to such changes
     or amendments as may be approved (as so amended, the "Form 10-K") by any
     one of the following officers of the Company:  the Chief Executive Officer,
     the Chief Operating Officer, the Executive Vice President and Chief
     Financial Officer, the Senior Vice President and Chief Administrative
     Officer or the Vice President and General Counsel;

          FURTHER RESOLVED, That each of the above-named officers and the
     Comptroller (collectively, the "Authorized Officers") is authorized to sign
     and file, or cause to be filed, on behalf of the Corporation, the Form 10-
     K, together with any such other certificates, documents, instruments or
     notices as may be necessary or as any such officer may deem necessary or
     desirable in order to effectuate or carry out the purposes and intent of
     the foregoing resolutions, and that all such actions heretofore taken by
     any one or more of the Authorized Officers in order to effectuate or carry
     out the purposes and intent of the foregoing resolutions are hereby
     ratified, adopted and approved.



(Corporate Seal)                    s/ANN C. MULE'
                                    ______________

                                    Ann C. Mule'
                                    Secretary

March 5, 1998
Philadelphia, Pennsylvania