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* OERTON COLIN A (Last) (First) (Middle) 1801 MARKET STREET (Street) PHILADELPHIA PA 19103 (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) V. P. & Chief Fin. Officer
	3. Date of Earliest Transaction (Month/Day/Year) 02/01/2005
	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
Common Units	02/01/2005		M(1)		15,000	A	$0	21,400	D
Common Units	02/01/2005		M(1)		5,401	A	$0	26,801	D
Common Units	02/01/2005		M(1)		2,067	A	$0	28,868	D
Common Units	02/01/2005		M		20,605	A	$0	49,473	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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Restricted Units	$0	02/01/2005		M(1)			5,401	08/08/1988	08/08/1988	Common Units	5,401	$0	2,067	D
Restricted Units	$0	02/01/2005		M(1)			2,067	08/08/1988	08/08/1988	Common Units	2,067	$0	0	D
Restricted Units	$0(2)	02/01/2005		A(3)		20,605		08/08/1988	08/08/1988	Common Units	20,604	$0	20,605	D
Restricted Units	$0	02/01/2005		M(1)			20,605	08/08/1988	08/08/1988	Common Units	20,604	$0	0	D
Restricted Units	$0	02/01/2005		M(1)			15,000	11/30/2002	11/30/2012	Common Units	15,000	$0	0	D

Explanation of Responses:

1. Settlement in transaction exempt under Rule 16(b)3 of restricted units granted on July 23, 2002 under the Sunoco Partners LLC Long Term Incentive Plan ("LTIP"). Payout settled in common units at the end of the applicable performance period.

2. The conversion rate is 1 for 1.

3. Consists of 2,066 and 13,332 restricted units, representing final vested portion of awards ("launch" and "initial" grants, respectively), made to reporting person on July 23, 2002 under the Sunoco Partners LLC Long Term Incentive Plan ("LTIP"). Also includes 5,206 restricted units reflecting certain distribution equivalent rights associated with these awards. Payout settled in common units at the end of the applicable performance period.

	/s/ Bruce D. Davis, Jr., Attorney-in-fact for	02/03/2005
	** 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).
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