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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^*

Galtman Michael D

(Last)

(First)

(Middle)

1818 MARKET STREET - SUITE 1500

(Street)

PHILADELPHIA

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)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Controller & CAO

3. Date of Earliest Transaction (Month/Day/Year)
02/09/2012

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	02/09/2012		M⁽¹⁾		11,397	A	$0	14,073⁽²⁾	D
Common Units	02/09/2012		F		4,229	D	$39.53	9,844	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	⁽³⁾	02/09/2012		M⁽¹⁾			11,397	⁽⁴⁾	⁽⁴⁾	Common Units	0	$0	0	D

Explanation of Responses:

1. Settlement in transaction exempt under Rule 16b-3 of restricted units granted in January 2009 under the Sunoco Partners LLC Long-Term Incentive Plan ("LTIP"). Payout settled in common units at the end of the applicable performance period.

2. On December 2, 2011, the common units of Sunoco Logistics Partners L.P. (SXL) split 3-for-1, resulting in a tripling of the shares beneficially owned (direct or indirect) by the reporting person.

3. The conversion rate is 1 for 1.

4. Not applicable.

	/s/John J. DiRocco, Jr., attorney-in-fact for Michael D. Galtman	02/13/2012
	** 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, Michael D. Galtman, 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 13th day of February, 2012.


                                   /s/Michael D. Galtman
				      Michael D. Galtman
				      Chief Accounting Officer



        /s/Dawn A. Womack
Attest:	Dawn A. Womack
	Assistant Secretary