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 * MANESS JOEL H   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 (Last) (First) (Middle) 1735 MARKET STREET 3. Date of Earliest Transaction (Month/Day/Year) 08/05/2005 (Street) PHILADELPHIA, PA 19103-7583 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 08/05/2005(1)   J(1)   64,432 A $ 64.05 128,864 D   Common Stock 08/05/2005   S   20,000 D $ 64 108,864 D   Common Stock 08/05/2005(1)   J(1)   2,780 A $ 64.05 4,884 I ESOP Trust

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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

Common Stock Unit

(2)

08/05/2005(1)

J(1)

9,400

08/08/1988

08/08/1988

Common Stock

9,400

$ 64.05

9,400 (3)

D

Phantom Stock Units

(2)

08/05/2005(1)

J(1)

1,927

08/08/1988

08/08/1988

Common Stock

1,927

$ 64.05

1,927 (4)

D

Stock Options (Right to buy)

$ 24.51

08/05/2005(1)

J(1)

29,800

12/03/2005

12/03/2013

Common Stock

29,800

$ 64.05

29,800 (5)

D

Stock Options (Right to buy)

$ 41.28

08/05/2005(1)

J(1)

32,800

12/01/2006

12/01/2014

Common Stock

32,800

$ 64.05

32,800 (6)

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
MANESS JOEL H 1735 MARKET STREET PHILADELPHIA, PA 19103-7583			Senior Vice President

Signatures

John J. DiRocco, Jr., Attorney-in-fact for Joel H. Maness		08/05/2005
**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).
(2)	The conversion rate is 1 for 1.
(3)	Total of 18,800 common stock units beneficially owned following reported transaction.
(1)	Reported item does not involve any acquisition or disposition of securities by the reporting person on the date shown, but merely reflects the 2-for-1 split of Sunoco, Inc.'s Common Stock, effectuated on August 1, 2005. This stock split resulted in a doubling of the shares of Sunoco Common Stock, and related derivative securities, previously reported as being beneficially owned by the reporting person. Also, as a result of the split, the trading price of Sunoco Common Stock, and the exercise or conversion price of related derivative securities was effectively halved.
(6)	Total of 65,600 stock options beneficially owned following reported transaction.
(5)	Total of 59,600 stock options beneficially owned following reported transaction.
(4)	Total of 3,706 phantom stock units beneficially owned following reported transaction.

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