Ownership Submission
FORM 5
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Form 3 Holdings Reported
Form 4 Transactions Reported
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

ANNUAL 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 *
KURITZKES MICHAEL S
 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 V.P. & General Counsel
(Last)
(First)
(Middle)

1735 MARKET STREET		 3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
12/31/2005
(Street)


PHILADELPHIA, PA 19103-7583		 4. If Amendment, Date Original Filed(Month/Day/Year)
 6. Individual or Joint/Group Reporting
(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 at end of Issuer's Fiscal Year
(Instr. 3 and 4)		 6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)		 7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Amount (A) or (D) Price
Common Stock             33,169 D  
Common Stock (1) 12/30/2005   J(2) 39 A $ 0 (3) 5,711 I ESOP Trust

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. SEC 2270 (9-02)

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 at End of Issuer's Fiscal Year
(Instr. 4)		 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)		 11. Nature of Indirect Beneficial Ownership
(Instr. 4)
(A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Phantom Stock (1)   12/30/2005   J(5) 12     (6)   (6) Common Stock
12
$ 0 (7) 1,510
D
 

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
KURITZKES MICHAEL S
1735 MARKET STREET
PHILADELPHIA, PA 19103-7583		       Senior V.P. & General Counsel  

Signatures

John J. DiRocco, Jr., Attorney-in-fact for Michael Kuritzkes 01/20/2006
**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) On August 1, 2005, the common stock of Sunoco, Inc. split 2-for-1, resulting in a doubling of the shares beneficially owned (direct or indirect) by the reporting person.
(7) Price ranged from $72.70 to $125.73 during fiscal year 2005. This information is supplied by the Plan Administrator for the Sunoco, Inc. Savings Restoration Plan.
(6) Not Applicable
(5) Routine, periodic acquisition of share equivalents (having no voting rights, and payable only in cash) pursuant to the Sunoco, Inc. Savings Restoration Plan, in transactions exempt under Rule 16b-3.
(3) Price ranged from $72.70 to $125.73 during fiscal year 2005. This information is supplied by the Plan Administrator for the Sunoco, Inc. Capital Accumulation Plan.
(4) The conversion rate is 1 for 1.
(2) Routine, periodic acquisition of share equivalents pursuant to the Sunoco, Inc. Capital Accumulation Plan in transactions exempt under Rule 16(b). This information is supplied by the Plan Administrator.

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