Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
WULFF JOHN K
  2. Issuer Name and Ticker or Trading Symbol
SUNOCO INC [SUN]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last)
(First)
(Middle)
1735 MARKET STREET
3. Date of Earliest Transaction (Month/Day/Year)
03/10/2011
(Street)

PHILADELPHIA, PA 19103-7583
4. If Amendment, Date Original Filed(Month/Day/Year)
6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8)
5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
6. Date Exercisable and Expiration Date
(Month/Day/Year)
7. Title and Amount of Underlying Securities
(Instr. 3 and 4)
8. Price of Derivative Security
(Instr. 5)
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4)
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)
11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Phantom Stock (1) 03/10/2011   A   69.719     (2)   (2) Common Stock 69.719 $ 41.921 19,554.097 D  
Phantom Stock (1) 03/10/2011   A   806     (2)   (2) Common Stock 806 $ 41.921 20,360.097 (3) D  
Deferred Share Units (1) 03/10/2011   A   17.372     (2)   (2) Common Stock 17.372 $ 41.921 4,872.341 (4) D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
WULFF JOHN K
1735 MARKET STREET
PHILADELPHIA, PA 19103-7583
  X      

Signatures

 /s/ John J. DiRocco, Jr., Attorney-in-Fact   03/14/2011
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) Conversion rate is 1 for 1.
(2) Not Applicable
(3) Total of 20,360.097 Phantom Stock Units beneficially owned following reported transaction (13.448 Phantom Stock Units under Sunoco, Inc.'s Directors Deferred Compensation Plan I and 56.270 Phantom Stock Units under Sunoco, Inc.'s Directors Deferred Compensation Plan II).
(4) Total of 4,872.341 Restricted Share Units beneficially owned following reported transaction (3.646 Restricted Share Units under Sunoco, Inc.'s Directors Deferred Compensation Plan I and 13.726 Restricted Share Units under Sunoco, Inc.'s Directors Deferred Compensation Plan II).

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