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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(Print or Type Responses)

1. Name and Address of Reporting Person * OERTON COLIN A   2. Issuer Name and Ticker or Trading Symbol SUNOCO LOGISTICS PARTNERS LP [SXL] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) V. P. & Chief Fin. Officer (Last) (First) (Middle) 1801 MARKET STREET 3. Date of Earliest Transaction (Month/Day/Year) 02/01/2005 (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 Units 02/01/2005   M(1)   15,000 A $ 0 21,400 D   Common Units 02/01/2005   M(1)   5,401 A $ 0 26,801 D   Common Units 02/01/2005   M(1)   2,067 A $ 0 28,868 D   Common Units 02/01/2005   M   20,605 A $ 0 49,473 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

Restricted Units

$ 0

02/01/2005

M(1)

5,401

08/08/1988

08/08/1988

Common Units

5,401

$ 0

2,067

D

Restricted Units

$ 0

02/01/2005

M(1)

2,067

08/08/1988

08/08/1988

Common Units

2,067

$ 0

0

D

Restricted Units

$ 0 (2)

02/01/2005

A(3)

20,605

08/08/1988

08/08/1988

Common Units

20,604

$ 0

20,605

D

Restricted Units

$ 0

02/01/2005

M(1)

20,605

08/08/1988

08/08/1988

Common Units

20,604

$ 0

0

D

Restricted Units

$ 0

02/01/2005

M(1)

15,000

11/30/2002

11/30/2012

Common Units

15,000

$ 0

0

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
OERTON COLIN A 1801 MARKET STREET PHILADELPHIA, PA 19103			V. P. & Chief Fin. Officer

Signatures

/s/ Bruce D. Davis, Jr., Attorney-in-fact for		02/03/2005
**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).
(1)	Settlement in transaction exempt under Rule 16(b)3 of restricted units granted on July 23, 2002 under the Sunoco Partners LLC Long Term Incentive Plan ("LTIP"). Payout settled in common units at the end of the applicable performance period.
(2)	The conversion rate is 1 for 1.
(3)	Consists of 2,066 and 13,332 restricted units, representing final vested portion of awards ("launch" and "initial" grants, respectively), made to reporting person on July 23, 2002 under the Sunoco Partners LLC Long Term Incentive Plan ("LTIP"). Also includes 5,206 restricted units reflecting certain distribution equivalent rights associated with these awards. Payout settled in common units at the end of the applicable performance period.

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