Sec Form 4 Filing - OERTON COLIN A @ SUNOCO LOGISTICS PARTNERS LP - 2006-02-09

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 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) 1735 MARKET STREET 3. Date of Earliest Transaction (MM/DD/YY) 02/09/2006 (Street) PHILADELPHIA, PA19103-7583 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 02/09/2006 M( 1 ) 22,491 A $ 41.39 71,964 D

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 Restricted Units ( 2 ) 02/09/2006 A( 1 ) 22,491 ( 3 ) ( 3 ) Common Units 22,491 $ 0 22,491 D Restricted Units ( 2 ) 02/09/2006 M( 1 ) 22,491 ( 3 ) ( 3 ) Common Units 22,491 $ 0 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other OERTON COLIN A 1735 MARKET STREET PHILADELPHIA, PA19103-7583 V. P. & Chief Fin. Officer Signatures Bruce D. Davis, Jr., Attorney-in-fact for Colin A. Oerton 02/10/2006 Signature of Reporting Person Date

Explanation of Responses:

( 2 )The conversion rate is 1 for 1. ( 3 )Not Applicable ( 1 )Settlement in transaction exempt under Rule 16b-3 of restricted units granted on January 22, 2003 under the Sunoco Partners LLC Long-Term Incentive Plan ("LTIP"). Payout of restricted units and associated distribution equivalent rights settled in common units at the end of the applicable performance period.

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

* 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).

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