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SEC FORM 4 SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Keene Christopher W

(Last)

(First)

(Middle)

1735 MARKET STREET

(Street)

PHILADELPHIA

19103-7583

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
SUNOCO LOGISTICS PARTNERS LP [ SXL ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Vice President

3. Date of Earliest Transaction (Month/Day/Year)
02/09/2009

4. If Amendment, Date of 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

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Units	02/09/2009		M⁽¹⁾		10,360	A	$0	17,325	D
Common Units	02/09/2009		F		3,370	D	$54.69	13,955	D

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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Units	⁽²⁾	02/09/2009		A⁽¹⁾		10,360		⁽³⁾	⁽³⁾	Common Units	10,360	$0	10,360	D
Restricted Units	⁽²⁾	02/09/2009		M⁽¹⁾			10,360	⁽³⁾	⁽³⁾	Common Units	10,360	$0	0	D

Explanation of Responses:

1. Settlement in transaction exempt under Rule 16b-3 of restricted units granted on April 17, 2006 under the Sunoco Partners LLC Long-Term Incentive Plan ("LTIP"). Payout of restricted units settled in common units at the end of the applicable performance period.

2. The conversion rate is 1 for 1.

3. Not Applicable

	/s/ Marci K. Donnelly, attorney-in-fact for Christopher W. Keene	02/11/2009
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

EXHIBIT 24


POWER OF ATTORNEY


I, Christopher W. Keene, do hereby appoint each of Brue D. Davis, Jr.,
Neal E. Murphy, Christopher A. Ruggiero, and Marci K. Donnelly
signing singly, as my true and lawful attorney-in-fact to:

1.	Execute the following items (each a "Report" and,
collectively, the "Reports"), on my behalf and in my capacity
as a reporting person of Sunoco Partners LLC (the "Company"),
which Company is the general partner of Sunoco Logistics
Partners L.P. (the "Partnership"):

a.	Forms 3, 4 and 5 and any other report required
pursuant to Section 16(a) of the Securities Exchange Act
of 1934, as amended, and the rules thereunder; and

b.	Form 144 and any other similar report required
under the Securities Act of 1933, as amended; and

2.	Perform any and all acts on my behalf which may
be necessary or desirable to complete and execute any Reports
and timely file such Reports with the United States Securities
and Exchange Commission and/or any stock exchange or similar
authority; and

3.	Take any other action in connection with the foregoing
which, in the opinion of such attorney-in-fact, may be of
benefit to, in the best interest of, or legally required by the
undersigned, it being understood that any document executed by
such attorney-in-fact on my behalf pursuant to this Power of
Attorney shall be in such form and shall contain such terms and
conditions as such attorney-in-fact may approve in their
discretion.

I grant to each such attorneys-in-fact full power and authority
to do and perform any act necessary or proper to be done in the
exercise of any of the rights and powers herein granted, as
fully to all intents and purposes as I might or could do if
personally present, with full power of substitution or
revocation.  I ratify and confirm all that such attorney-in-fact,
or any substitute of such attorney-in-fact, shall lawfully do
or cause to be done by the rights and powers granted by this
Power of Attorney.

I acknowledge that each such attorney-in-fact, in serving in
such capacity at my request, is not assuming, nor is the Company,
or the Partnership, assuming, any of my responsibilities to
comply with Section 16 of the Securities Exchange Act of 1934,
Rule 144 under the Securities Act of 1933, or applicable
federal or state securities laws generally.

This Power of Attorney shall remain in full force and effect
until I am no longer required to file any Reports with respect
to my holdings of and transactions in securities issued by the
Company, and/or the Partnership, unless I earlier revoke it
in a signed writing delivered to the General Counsel and
Secretary of the Company.

IN WITNESS WHEREOF, the undersigned has caused this Power of
Attorney to be executed this 6th day of January, 2009.



	/s/ Christopher W. Keene
            Vice President

       /s/ Christopher A. Ruggiero
         Attest: Christopher A. Ruggiero
	         Assistant Secretary