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^*

DINGUS MICHAEL H R

(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. Date of Earliest Transaction (Month/Day/Year)
04/27/2004

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 Stock	04/27/2004		M		8,380	A	$27.25	28,684.471	D
Common Stock	04/27/2004		M		5,390	A	$24.625	34,074.471	D
Common Stock	04/27/2004		M		5,800	A	$39.875	39,874.471	D
Common Stock	04/27/2004		M		10,000	A	$32.875	49,874.471	D
Common Stock	04/27/2004		M		37,000	A	$37.82	86,874.471	D
Common Stock	04/27/2004		S		46,600	D	$65.0816	40,274.471	D
Common Stock								9,684	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)	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)
Stock Options (Right to buy)	$24.625	04/27/2004		M⁽¹⁾			5,390	06/04/1997	12/04/2006	Common Stock	5,390	$0	0	D
Stock Options (Right to buy)	$27.25	04/27/2004		M⁽²⁾			8,380	06/07/1996	12/07/2005	Common Stock	8,380	$0	0	D
Stock Options (Right to buy)	$32.875	04/27/2004		M⁽³⁾			10,000	12/02/2000	12/02/2008	Common Stock	10,000	$0	0	D
Stock Options (Right to buy)	$37.82	04/27/2004		M⁽⁴⁾			37,000	12/05/2003	12/05/2011	Common Stock	37,000	$0	0	D
Stock Options (Right to buy)	$39.875	04/27/2004		M⁽⁵⁾			5,800	12/03/1999	12/02/2007	Common Stock	5,800	$0	0	D

Explanation of Responses:

1. Cash exercise of 5,390 stock options granted in 1996 at an option price of $24.625 in compliance with Rule 16b3 under the Sunoco, Inc. Executive Long-Term Stock Investment Plan ("ELSIP").

2. Cash exercise of 8,380 stock options granted in 1995 at an option price of $27.25 in compliance with Rule 16b3 under the Executive Long-Term Stock Investment Plan ("ELSIP").

3. Cash exercise of 10,000 stock options granted in 1998 at an option price of $32.875 in complinace with Rule 16b3 under the Sunoco, Inc. Long-Term Performance Enhancement Plan ("LTPEP").

4. Cash exercise of 37,000 stock options granted in 2001 at an option price of $37.82 in compliance with Rule 16b3 under the Sunoco, Inc. Long-Term Performance Enhancement Plan ("LTPEP").

5. Cash exercise of 5,800 stock options granted in 1997 at an option price of $39.875 in compliance with Rule 16b3 under the Sunoco, Inc. Long-Term Performance Enchancement Plan ("LTPEP").

	/s/ John J. DiRocco, Jr., Attorney-in-fact for	04/29/2004
	** 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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