FOR IMMEDIATE RELEASE:  November 4, 1988


      FTC CHARGES SUN'S ACQUISITION OF ATLANTIC WOULD HURT
        COMPETITION IN PETROLEUM PRODUCTS; SUN AGREES TO 
             DIVEST GASOLINE DISTRIBUTION OPERATIONS


     The Federal Trade Commission has charged that Sun Co. Inc.'s
acquisition of Atlantic Petroleum Corp. could lessen competition
in the distribution and marketing of gasoline and other light
petroleum products in the Williamsport, Penn., and Binghamton,
N.Y., areas.  Under a consent agreement announced today for
public comment, Sun agreed to divest overlapping product
terminals and related assets and operations.

     A complaint accompanying the agreement alleges that the
acquisition may reduce competition in the Williamsport and
Binghampton markets, by increasing the likelihood of collusion,
interdependent behavior, nonrivalrous behavior, or parallel
policies of mutual advantage.  These factors "increase the
likelihood that firms in the market will increase prices and
decrease the likelihood that they will decrease prices in the
near future and in the long run," according to the complaint.

     Sun agreed to divest Atlantic light products terminals in
Broome County, N.Y., and Lycoming County, Penn., including all
associated on-site facilities and petroleum products inventories. 
In addition, it agreed to divest 10 of Atlantic's ARCO stations
in New York and five in Pennsylvania.  Sun must make the
divestitures within six months after the order becomes final.

     The order also requires Sun to obtain FTC approval before
making any acquisition of any light products terminals or light
products pipelines in certain parts of New York and Pennsylvania.

     Under a "hold-separate agreement" accompanying the consent
agreement, Sun will run Atlantic as an independent company until
the Commission approves the divestitures. 

     Sun has proposed buying all the stock of Atlantic Petroleum
Maatschappij, B.V.,a Netherlands company which owns Atlantic. 
Sun will pay $513 million for the stock and an additional $113
million for the Atlantic's petroleum inventories.

                             (More)

     Sun is based in Radnor, Penn., and Atlantic is based in King
of Prussia, Penn.

     The consent agreement is scheduled to appear in the Federal
Register November 7.  It will be subject to public comment for 60
days, until January 6, 1989, after which the Commission will
decide whether to make it final.

     Comments should be addressed to the Office of the Secretary,
FTC, 6th St. and Pennsylvania Ave. N.W., Washington, D.C. 20580.

     A consent agreement is for settlement purposes only and does
not constitute admission of a law violation. When the Commission
issues a consent order on a final basis, it carries the force of
law with respect to future actions. Each violation of such an
order may result in a civil penalty of up to $10,000.

     Copies of the agreement, the complaint, and an analysis of
the agreement are available from the FTC's Public Reference
Branch, Room 130, 6th St. and Pennsylvania Ave. N.W., Washington,
D.C. 20580; 202-326-2222; TTY 202-326-2502.

                             # # # 

MEDIA CONTACT:      Susan Ticknor, Office of Public Affairs, 
                    202-326-2180

STAFF CONTACT:      Ronald B. Rowe, Bureau of Competition,
                    202-326-2610

(FTC File No. 881 0120)

(SunAtl)