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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^*

CROPPER STEPHEN L

(Last)

(First)

(Middle)

1801 MARKET ST

(Street)

PHILADELPHIA

19103-1699

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
11/14/2003

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)

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	⁽¹⁾	11/14/2003		A⁽²⁾		115		08/08/1988	08/08/1988	Common Units	115	$34.76	534	D

Explanation of Responses:

1. The conversion rate is 1 for 1.

2. Restricted Units acquired pursuant to the Directors' Mandatory Deferred Compensation Account, in transactions exempt under Rule 16(b)3(d).

	/s/ Bruce D. Davis, Attorney in fact for Stephen L. Cropper	11/18/2003
	** 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.

POWER OF ATTORNEY    [Exhibit 24]

I, Stephen L. Cropper, appoint each of Colin A. Oerton, Bruce D. Davis, Ann
C. Mule, Louisa K. Cresson, and John J. DiRocco, Jr., signing singly, as my
true and lawful attorney-in-fact to:

1.  Execute on my behalf and in my capacity as a reporting person of Sunoco
Logistics Partners L.P. (the "Company"), the following items (each a "Report"
and, collectively, the "Reports"):   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 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 assuming, any of my responsi-
bilities 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 trans-
actions in securities issued by the Company, unless I earlier revoke it in a
signed writing delivered to the General Counsel and Secretary of Sunoco
Partners LLC, the Company's General Partner.

IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be
executed as of this eleventh day of November, 2003.

/s/ Stephen L. Cropper

ATTEST:

/s/ Bruce D. Davis
Secretary, Sunoco Partners LLC