X0202 4/A 2005-05-05 2005-05-09 0000095304 SUNOCO INC SUN 0001067838 ROWE JOHN W 1801 MARKET STREET PHILADELPHIA PA 19103-1699 1 0 0 0 Deferred Share Units 2005-05-05 4 A 0 275.416 99.849 A 1988-08-08 1988-08-08 Common Stock 275.416 275.416 D Phantom Stock Units 2005-05-05 4 J 0 407 98.2 A 1988-08-08 1988-08-08 Common Stock 407 407 D Total of 3,130.159 share units beneficially owned following reported transaction. Yearly election credit credited as Restricted Share Units acquired pursuant to the Sunoco, Inc. Directors' Deferred Compensation Plan, in transaction exempt under Rule 16b-3(d). 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 407 at $98.20 per unit and not the previously reported 465 at $98.56 per unit. The conversion rate is 1 for 1. This amendment is being filed to correct the number of Restricted Share Units acquired pursuant to the Sunoco, Inc. Directors' Deferred Compensation Plan, in transaction exempt under Rule 16b-3(d). The correct number of restricted share units acquired is 275.416 and not the previously reported 220.333. The conversion rate is 1 for 1. Crediting 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 conversion rate is 1 for 1. Total of 925.170 restricted share units beneficially owned following reported transaction. John J. DiRocco, Jr., Attorney-in-fact for John W. Rowe 2005-05-27