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 * FAIRBAIRN URSULA F   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) 09/09/2005 (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

Deferred Share Units

(1)

09/09/2005

A(2)

14.137

08/08/1988

08/08/1988

Common Stock

14.137

$ 71.835

584.247 (3)

D

Phantom Stock Units

(1)

09/09/2005

A(4)

29.947

08/08/1988

08/08/1988

Common Stock

29.947

$ 71.835

330.159 (5)

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
FAIRBAIRN URSULA F 1735 MARKET STREET PHILADELPHIA, PA 19103-7583	X

Signatures

John J. DiRocco, Jr., Attorney-in-fact for Ursula F. Fairbairn		09/13/2005
**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).
(2)	Dividend equivalents credited as restricted share units acquired pursuant to the Sunoco, Inc. Directors' Deferred Compensation Plan, in transaction exempt under Rule 16b-3(d).
(4)	Crediting of share units representing voluntary deferred compensation pursuant to the Sunoco, Inc. Directors Deferred Compensation Plan, in transactions exempt under Rule 16b-3(d).
(3)	Total of 5,091.847 Restricted Share Units beneficially owned following reported transaction. Reported item reflects the 2-for-1 split of Sunoco, Inc.'s Common Stock effectuated on August 1, 2005. This stock split resulted in a doubling of the shares of Sunoco Common Stock, and related derivative securities, previously reported as being beneficially owned by the reporting person. Also, as a result of the split, the trading price of Sunoco Common Stock and the exercise or conversion price of related derivative securities was effectively halved.
(5)	Total of 10,786.329 Phantom Stock Units beneficially owned following reported transaction. Reported item reflects the 2-for-1 split of Sunoco, Inc.'s Common Stock effectuated on August 1, 2005. This stock split resulted in a doubling of the shares of Sunoco Common Stock, and related derivative securities, previously reported as being beneficially owned by the reporting person. Also, as a result of the split, the trading price of Sunoco Common Stock and the exercise or conversion price of related derivative securities was effectively halved.
(1)	The conversion rate is 1 for 1.

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