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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 		 
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
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*
CROPPER STEPHEN L
(Last) (First) (Middle)
1818 MARKET STREET
SUITE 1500
(Street)
PHILADELPHIA PA 19103-3615
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
SUNOCO LOGISTICS PARTNERS L.P. [ SXL ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
12/31/2010
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)
Code V Amount (A) or (D) Price
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Restricted Units (1) 12/31/2010 A(2) 126 (3) (3) Common Units 126 $81.631 5,598 D
Explanation of Responses:
1. The conversion rate is 1 for 1.
2. Reflects crediting of Restricted Units into the Director's Mandatory Deferred Compensation Account pursuant to the Directors' Deferred Compensation Plan, in a transaction exempt under Rule 16b-3(d).
3. Not applicable.
/s/John J. DiRocco, Jr. attorney-in-fact for Stephen L. Cropper 01/04/2011
** 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, Stephen L. Cropper, do hereby appoint each of Kathleen Shea-Ballay,
Christopher A. Ruggiero, and John J. DiRocco, Jr. signing singly, as my
true and lawful attorney-in-fact to:

1.	Execute the following items (each a "Report" and,
collectively, "Reports"), on my behalf and in my capacity as a
reporting person of Sunoco Partners LLC ("Company"), which Company
is the general partner of Sunoco Logistics Partners L.P.
("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 15th day of November, 2010.



	/s/ Stephen L. Cropper
		Director

Attest:	/s/ Lynn Lickman
	Assistant Secretary