SEC FORM 5

SEC Form 5

FORM 5

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

ANNUAL 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).

Form 3 Holdings Reported.

Form 4 Transactions Reported.

1. Name and Address of Reporting Person^*

OWENS ROBERT W

(Last)

(First)

(Middle)

1801 MARKET STREET

(Street)

PHILADELPHIA

19103-1699

(City)

(State)

(Zip)

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

3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
12/31/2003

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 at end of Issuer's Fiscal Year (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)	3. Transaction Code (Instr. 8)	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	12/31/2003		J⁽¹⁾	26.044	A	$0⁽²⁾	38,906.973	D
Common Stock	12/31/2003		J⁽³⁾	440	A	$0⁽⁴⁾	39,346.973	D
Common Stock	12/31/2003		J⁽⁵⁾	1,214	A	$0⁽⁶⁾	6,362	I	ESOP Trust

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)	4. Transaction Code (Instr. 8)	(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)
Phantom Stock	$0⁽⁷⁾	12/31/2003		J⁽⁸⁾	2,773		08/08/1988	08/08/1988	Common Stock	2,773	$0⁽⁹⁾	2,773	D

Explanation of Responses:

1. Routine reinvestment of dividends pursuant to the Sunoco, Inc. Shareholder Access & Reinvestment Plan ("SHARP"), in transaction exempt under Rule 16(b). This information is supplied by the Transfer Agent.

2. Price ranged from $36.31 to $49.243 during fiscal year 2003. This information is supplied by the Transfer Agent for the Sunoco, Inc. Shareholder Access & Reinvestment Plan ("SHARP").

3. These securities were acquired through the routine reinvestment of dividends service provided by a brokerage firm.

4. Price ranged from $36.31 to $49.243 during fiscal year 2003. This information is provided by a brokerage firm.

5. Routine, periodic acquisition of share equivalents pursuant to the Sunoco, Inc. Capital Accumulation Plan in transaction exempt under Rule 16(b). This information is supplied by the Plan Administrator.

6. Price ranged from $31.32 to $51.15 during fiscal year 2003. This information is supplied by the Plan Administrator for the Sunoco, Inc. Capital Accumulation Plan.

7. The conversion rate is 1 for 1.

8. Routine, periodic acquisition of share equivalents (having no voting rights, and payable only in cash) pursuant to the Sunoco, Inc. Savings Restoration Plan, in transactions exempt under Rule 16b-3.

9. Price ranged from $31.32 to $51.15 during fiscal year 2003. This information is supplied by the Plan Administrator for the Sunoco, Inc. Savings Restoration Plan.

	/s/ John J. DiRocco, Jr., Attorney-in-fact for	01/08/2004
	** 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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