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

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person * NAKU ROLF D   2. Issuer Name and Ticker or Trading Symbol SUNOCO INC [SUN] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) Senior Vice President (Last) (First) (Middle) 1801 MARKET STREET 3. Date of Earliest Transaction (Month/Day/Year) 02/15/2005 (Street) PHILADELPHIA, PA 19103-1699 4. If Amendment, Date Original Filed(Month/Day/Year) 02/16/2005 6. Individual or Joint/Group Filing(Check Applicable Line) _X_ Form filed by One Reporting Person ___ Form filed by More than One Reporting Person (City) (State) (Zip) 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 Stock               19,715.815 D   Common Stock 02/15/2005   I(1)   1,684 (2) D $ 95.15 0 I ESOP Trust

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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 Underlying Securities (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 of Derivative Security: 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

Phantom Stock

$ 0

02/15/2005

I(3)

596.801

08/08/1988

08/08/1988

Common Stock

596.801

$ 95.15

10.199

D

Phantom Stock

$ 0

02/15/2005

I(3)

2.199

08/08/1988

08/08/1988

Common Stock

2.199

$ 95.15

8

D

Phantom Stock

$ 0

02/15/2005

I(3)

8

08/08/1988

08/08/1988

Common Stock

8

$ 95.15

0

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
NAKU ROLF D 1801 MARKET STREET PHILADELPHIA, PA 19103-1699			Senior Vice President

Signatures

/s/ John J. DiRocco, Jr., Attorney-in-fact for		02/17/2005
**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	Exempt discretionary sale transaction in issuer 401(k) plan.
(2)	This amendment is being filed to correct the number of common shares sold which were reported on a previously filed Form 4. The number of shares sold was 1,683.787 and not the previously reported 1,262.841. This information was supplied by the Plan Administrator for the Sunoco, Inc. Capital Accumulation Plan ("SunCAP").
(3)	Disposition of share equivalents (having no voting rights, and payable only in cash) from the Sunoco, Inc. Savings Restoration Plan, pursuant to discretionary transaction exempt under Rule 16b-3(f).

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