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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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

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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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