Sec Form 4 Filing - SUNOCO PIPE LINE CO OF DELAWARE @ SUNOCO LOGISTICS PARTNERS LP - 2004-01-02

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 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 SUNOCO PIPE LINE CO OF DELAWARE 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 X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 1801 MARKET STREET 3. Date of Earliest Transaction (MM/DD/YY) 01/02/2004 (Street) PHILADELPHIA, PA19103 4. If Amendment, Date Original Filed (MM/DD/YY) 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 (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 01/02/2004 J( 1 ) 958,486 D $ 0( 1 ) 3,777,563 I By Sunoco Partners LLC( 2 )

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 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

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other SUNOCO PIPE LINE CO OF DELAWARE 1801 MARKET STREET PHILADELPHIA, PA19103 X Signatures /s/ Loretta J. DiLucido, Secretary 01/06/2004 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Effective as of January 1, 2004, Sun Pipe Line Company of Delaware contributed its 17% direct ownership interest in Sunoco Partners LLC to its wholly owned subsidiary, Sun Pipe Line Company (f/k/a Sunoco Texas Pipe Line Company). The 958,486 common units, representing limited partnership interests in Sunoco Logistics Partners L.P. (the issuer) reported on this form, reflect this contribution. ( 2 )Following this capital contribution, Sun Pipe Line Company of Delaware no longer holds a direct interest in Sunoco Partners LLC, but continues to hold, indirectly through Sun Pipe Line Company (f/k/a Sunoco Texas Pipe Line Company), a 67% interest in Sunoco Partners LLC. Sun Pipe Line Company of Delaware owns 100% of Sun Pipe Line Company. Sunoco Partners LLC is the record and beneficial owner of the common units [representing limited partnership interests in Sunoco Logistics Partners L.P. (the issuer)] reported on this form. Prior to the reported transaction, Sunoco Partners LLC was comprised of the following members (and respective membership interests): Sun Pipe Line Company of Delaware (17%); Sun Pipe Line Company (50%); Sunoco, Inc. (R&M) (13%); Atlantic Petroleum Corporation (17%); and Atlantic Refining & Marketing Corp. (3%). Contemporaneously with the transaction reported on this form, Atlantic Petroleum Corporation contributed its membership interest in Sunoco Partners LLC to its wholly owned subsidiary, Atlantic Refining & Marketing Corp.. Sunoco Partners LLC now consists of the following members (and respective membership interests): Sun Pipe Line Company (67%); Sunoco, Inc. (R&M) (13%); and Atlantic Refining & Marketing Corp. (20%).

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