SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 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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1. Name and Address of Reporting Person* Thomson Michael J (Last) (First) (Middle) 1735 MARKET STREET (Street) PHILADELPHIA PA 19103-7583 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 05/30/2008	3. Issuer Name and Ticker or Trading Symbol SUNOCO INC [ SUN ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director 10% Owner X Officer (give title below) Other (specify below) Senior V.P.	5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock	75(1)	I	ESOP Trust

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Common Stock Unit	(3)	(3)	Common Stock Unit(4)	7,000	(2)	D
Stock Options (Right to buy)	12/05/2009	12/05/2017	Stock Options (Right to buy)(5)	19,000	$63.98	D
Stock Options (Right to buy)	03/30/2009	03/30/2017	Stock Options (Right to buy)(6)	16,000	$70.44	D

Explanation of Responses:

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

2. Conversion rate is 1 for 1.

3. Not Applicable

4. Special one-time retention-based common stock units awarded in 2007 pursuant to the Sunoco, Inc. Long-Term Performance Enhancement Plan II ("LTPEP II") in a transaction exempt under Rule 16b-3. Payout of these common stock units is contingent only upon the continued employment of the respective recipient with the Company through March 29, 2010.

5. Stock options (right to buy Sunoco, Inc. common stock) exercisable two years from the date of grant, pursuant to the Sunoco, Inc. Long Term Performance Enhancement Plan II (LTPEP II), in a transaction exempt under Rule 16b-3.

6. Special one-time grant award of Stock options (right to buy Sunoco, Inc. common stock) exercisable two years from the date of grant, pursuant to the Sunoco, Inc. Long Term Performance Enhancement Plan II (LTPEP II), in a transaction exempt under Rule 16b-3.

	John J. DiRocco, Jr., Attorney-in-Fact for Michael J. Thomson	06/06/2008
	** 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 5 (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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