FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person * FOX STACY L   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) SVP & General Counsel (Last) (First) (Middle) 1818 MARKET STREET, SUITE 1500 3. Date of Earliest Transaction (Month/Day/Year) 03/15/2012 (Street) PHILADELPHIA, PA 19103 4. If Amendment, Date 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 (City) (State) (Zip) 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) Code V Amount (A) or (D) Price Common Stock 03/15/2012   M(1)   1,742.427 A $ 39.41 4,081.427 D   Common Stock 03/15/2012   D(1)   1,742.427 D $ 39.41 2,339 D

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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 Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)

11. Nature of Indirect Beneficial Ownership (Instr. 4)

Code

V

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Deferred Share Units

(2)

03/15/2012

M

1,742.427

(3)

(3)

Common Stock

1,742.427 (4)

$ 0

3,462.573

D

Deferred Share Units

(2)

03/15/2012

J(5)

27.431

(3)

(3)

Common Stock

27.431

$ 37.95

3,490.004

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
FOX STACY L 1818 MARKET STREET SUITE 1500 PHILADELPHIA, PA 19103			SVP & General Counsel

Signatures

/s/ John J. DiRocco, Jr., Attorney-in-Fact		03/19/2012
**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	Settlement of deferred share units granted under the Sunoco, Inc. Executive Involuntary Deferred Compensation Plan (the "Plan"). Pursuant to applicable SEC reporting requirements, the settlement of the deferred share units for cash is reported on this Form 4 as disposition of the deferred share units being settled in exchange for the acquisition of the underlying stock and a simultaneous disposition of the underlying stock to the issuer for cash.
(2)	Conversion rate is 1 for 1.
(3)	Not Applicable
(4)	Settlement of 1,742.427 share units (first of three annual installments) for cash, pursuant to the Plan. Settlement of these deferred share units is reported on this Form 4 as a disposition of the deferred share units being settled in exchange for the acquisition of the underlying stock and a simultaneous disposition of the underlying stock to the issuer for cash. See Table I.
(5)	Routine quarterly crediting of dividend equivalents in the form of additional share units in transaction exempt under Rule 16(b).

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