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 * MATTHEWS NORMAN S   2. Issuer Name and Ticker or Trading Symbol SUNOCO INC [SUN] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) __X__ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 1801 MARKET STREET 3. Date of Earliest Transaction (Month/Day/Year) 05/05/2005 (Street) PHILADELPHIA, PA 19103-1699 4. If Amendment, Date Original Filed(Month/Day/Year) 05/17/2005 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

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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

Phantom Stock Units

(1)

05/05/2005

A(2)

60.007

08/08/1988

08/08/1988

Common Stock

60.007

$ 99.849

188.701

D

Phantom Stock Units

$ 0

05/05/2005

M(3)

11,190.396

08/08/1988

08/08/1988

Common Stock

11,190.396

$ 99.849

0

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
MATTHEWS NORMAN S 1801 MARKET STREET PHILADELPHIA, PA 19103-1699	X

Signatures

John J. DiRocco, Jr., Attorney-in-fact for Norman S. Matthews		06/21/2005
**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).
(3)	Conversion of 11,250.401 phantom stock units to cash units having an equivalent market value of $1,123,341.31 (using a price of $99.849 per share unit). These phantom stock units were previously acquired under the Sunoco, Inc. Directors' Deferred Compensation Plan in transactions exempt under Rule 16b-3(d).
(1)	The conversion rate is 1 for 1.
(2)	This amendment is being filed to correct the number of share units representing voluntary deferred compensation pursuant to the Sunoco, Inc. Directors' Deferred Compensation Plan, in transactions exempt under Rule 16b-3(d)(1). The correct number of phantom stock units acquired is 188.701 and not the previously reported 128.694 (an increase of 60.007 share units acquired). The conversion rate is 1 for 1.

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