X0202 4/A 2005-05-05 2005-05-17 0000095304 SUNOCO INC SUN 0001178445 MATTHEWS NORMAN S 1801 MARKET STREET PHILADELPHIA PA 19103-1699 1 0 0 0 Phantom Stock Units 2005-05-05 4 A 0 60.007 99.849 A 1988-08-08 1988-08-08 Common Stock 60.007 188.701 D Phantom Stock Units 0 2005-05-05 4 M 0 11190.396 99.849 D 1988-08-08 1988-08-08 Common Stock 11190.396 0 D Conversion of 11,250.401 phantom stock units to cash units having an equivalent market value of $1,123,341.31 (using a price of $99.849 per share unit). These phantom stock units were previously acquired under the Sunoco, Inc. Directors' Deferred Compensation Plan in transactions exempt under Rule 16b-3(d). The conversion rate is 1 for 1. This amendment is being filed to correct the number of share units representing voluntary deferred compensation pursuant to the Sunoco, Inc. Directors' Deferred Compensation Plan, in transactions exempt under Rule 16b-3(d)(1). The correct number of phantom stock units acquired is 188.701 and not the previously reported 128.694 (an increase of 60.007 share units acquired). The conversion rate is 1 for 1. John J. DiRocco, Jr., Attorney-in-fact for Norman S. Matthews 2005-06-21