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 *
ZELENY DENNIS
   2. Issuer Name and Ticker or Trading Symbol
SUNOCO INC [SUN] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Sr. VP and Chief HR Officer
(Last)
(First)
(Middle)
1818 MARKET STREET, SUITE 1500		 3. Date of Earliest Transaction (Month/Day/Year)
10/05/2012
(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
Common Stock 10/05/2012   D   6,975 D (1) 0 D  

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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
Stock Options (Right to Buy) $ 23.46 10/05/2012   D     21,077   (2) 03/03/2020 Common Stock 21,077 $ 26.54 0 D  
Stock Options (Right to Buy) $ 32.76 10/05/2012   D     23,900   (3) 01/20/2019 Common Stock 23,900 $ 17.24 0 D  
Common Stock Unit (4) 10/05/2012   D     9,080   (5)   (5) Common Stock 9,080 $ 0 0 D  
Common Stock Unit (4) 10/05/2012   D     4,800   (6)   (6) Common Stock 4,800 $ 0 0 D  
Common Stock Unit (4) 10/05/2012   D     9,306   (7)   (7) Common Stock 9,306 $ 0 0 D  
Deferred Share Units (4) 10/05/2012   D     1,431   (8)   (8) Common Stock 1,431 $ 0 0 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
ZELENY DENNIS
1818 MARKET STREET
SUITE 1500
PHILADELPHIA, PA 19103-7583		       Sr. VP and Chief HR Officer  

Signatures

 /s/ John J. DiRocco, Jr., Attorney-in-Fact   10/10/2012
**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) Disposed of pursuant to merger agreement between issuer and Energy Transfer Partners, L.P. (NYSE: ETP), in exchange for: (a) the right to receive appproximately 3,444 ETP common units; and (b) approximately $184,628 in cash (less applicable taxes and fees).
(2) Pursuant to merger agreement between issuer and Energy Transfer Partners, L.P. (NYSE: ETP), these options were canceled, in exchange for the right to receive a cash payment of approximately $559,384 (less applicable taxes and fees), representing the difference between the exercise price of the option and the cash election consideration ($50 per share).
(3) Pursuant to merger agreement between issuer and Energy Transfer Partners, L.P. (NYSE: ETP), these options were canceled, in exchange for the right to receive a cash payment of approximately $412,036 (less applicable taxes and fees), representing the difference between the exercise price of the option and the cash election consideration ($50 per share).
(4) Conversion rate is 1 for 1.
(5) Pursuant to merger agreement between issuer and Energy Transfer Partners, L.P. (NYSE: ETP), these time-vested common stock units of the issuer were canceled in exchange for the right to receive a cash payment of approximately $454,000 (less applicable taxes and fees), representing an amount equal to the product of the total number of such common stock units multiplied by the per cash consideration of $50.
(6) Pursuant to merger agreement between issuer and Energy Transfer Partners, L.P. (NYSE: ETP), these time-vested common stock units of the issuer were canceled in exchange for the right to receive a cash payment of approximately $240,000 (less applicable taxes and fees), representing an amount equal to the product of the total number of such common stock units multiplied by the per cash consideration of $50.
(7) Pursuant to merger agreement between issuer and Energy Transfer Partners, L.P. (NYSE: ETP), these time-vested common stock units of the issuer were canceled in exchange for the right to receive a cash payment of approximately $465,300 (less applicable taxes and fees), representing an amount equal to the product of the total number of such common stock units multiplied by the per cash consideration of $50.
(8) Pursuant to merger agreement between issuer and Energy Transfer Partners, L.P. (NYSE: ETP), these share units credited to the reporting person's deferred compensation account(s) were canceled, in exchange for the right to receive a cash payment of approximately $71,550 (less applicable taxes and fees), representing an amount equal to the product of the total number of such deferred share units multiplied by the per unit cash consideration of $50.

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