UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

~~WASHINGTON~~Washington, DCD.C. 20549

FORM 8-K

CURRENT REPORT

~~PURSUANT~~Pursuant TOto ~~SECTION~~ Section 13 ORor 15(d) OFof ~~THE~~the

~~SECURITIES~~Securities ~~EXCHANGE~~Exchange ~~ACT~~Act ~~OF 1934~~of 1934

Date of Report (Date of earliest event reported): ~~August~~September 208, 2012

SUNOCO, INC.

(Exact name of ~~Registrant~~registrant as specified in its charter)

Pennsylvania	1-6841	23-1743282
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification No.)
(State or other jurisdiction of incorporation)	(Commission file number)	(IRS employer identification no.)
1818 Market Street, Suite 1500, Philadelphia, PA		19103
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (215) 977-3000


1818 Market Street, Suite 1500, Philadelphia, PA				19103
(Address of principal executive offices)				(Zip Code)

215-977-3000

Registrant’s telephone number, including area code

NOT APPLICABLE

(Former name or former address, if changed since last report.)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions ~~(see General Instruction A.2. below)~~:

x¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 5 2.0401. ~~Temporary~~Completion ~~Suspension~~ of ~~Trading~~Acquisition ~~Under~~or ~~Registrant’s~~Disposition ~~Employee~~of ~~Benefit Plans~~ Assets.

On September 8, 2012, Sunoco, Inc. (“Sunoco”) ~~and~~or ~~Energy~~the ~~Transfer Partners, L.P. (~~“~~ETP~~Company”), ~~Energy~~completed ~~Transfer Partners GP, L.P.,~~ the ~~general~~exit ~~partner~~from ofits ~~ETP,~~Northeast ~~Sam~~refining ~~Acquisition~~operations ~~Corporation,~~by acontributing ~~wholly~~the ~~owned~~refining ~~subsidiary~~assets ofat ~~ETP,~~its ~~and~~Philadelphia, PA ~~for~~refinery ~~certain limited purposes, Energy Transfer Equity, L.P., the indirect parent of ETP GP~~ and ~~ETP~~various ~~have~~commercial ~~entered~~contracts ~~into~~to anPhiladelphia ~~Agreement~~Energy ~~and Plan~~Solutions ~~of Merger dated as of April 29~~(“PES”), ~~2012,~~a asjoint ~~amended~~venture bywith ~~Amendment~~The ~~No. 1~~Carlyle ~~thereto dated as of June 15~~Group, ~~2012~~L.P. (~~the~~ “~~Merger~~The ~~Agreement~~Carlyle Group”). ~~Section 5.7(e)~~Under the terms of the ~~Merger~~joint ~~Agreement~~venture ~~provides~~agreement, ~~that~~The ~~Sunoco~~Carlyle Group will hold ~~take~~the ~~such actions~~controlling asinterest ~~may~~and bewill ~~necessary~~oversee day-to-day ~~eliminate~~operations ~~from~~of the ~~Sunoco,~~joint ~~Inc.~~venture ~~Capital~~and ~~Accumulation~~the ~~Plan~~refinery. ~~(“SunCAP”)~~In ~~any~~exchange ~~investment~~for ~~fund,~~contributing ~~election~~its orrefinery ~~alternative~~assets ~~that~~to ~~provides~~the ~~for~~joint anventure, ~~investment~~Sunoco ~~directly~~retained ina ~~shares~~33 ofpercent ~~Sunoco~~non-operating ~~common~~minority ~~stock,~~interest. ~~effective no~~Sunoco ~~later~~also ~~than~~permanently ~~immediately~~idled ~~prior to~~ the ~~consummation~~main ofrefining ~~the~~processing ~~transactions~~units ~~contemplated~~at byits ~~the~~Marcus ~~Merger~~Hook, ~~Agreement.~~PA ~~The~~refinery ~~reason~~in ~~for~~June ~~this~~2012. ~~request~~The isMarcus ~~that~~Hook ~~the~~facility ~~receipt~~continued ~~and~~to ~~retention~~support ofoperations ~~merger~~at ~~consideration in~~ the ~~form~~Philadelphia ofrefinery ~~ETP~~prior ~~common~~to ~~units~~commencement inof ~~SunCAP accounts would result in prohibited transactions under~~ the ~~Employee~~PES ~~Retirement~~joint ~~Income Security Act of 1974~~venture.

~~During~~Attached ~~the~~as ~~period~~Exhibit ~~when~~99.1 ~~the trustee of SunCAP is taking the steps necessary~~ to ~~implement~~this ~~the~~Current ~~liquidation~~Report ofon ~~SunCAP’s~~Form ~~Sunoco~~8-K, ~~Inc. Common Stock Fund~~ and ~~the~~incorporated ~~ESOP~~herein ~~Fund~~by ~~(the~~this ~~“Sunoco Stock Funds”)~~reference, ~~and~~is ~~the~~a ~~allocation~~copy ~~and reinvestment~~ of ~~the~~Sunoco’s ~~proceeds of such~~press ~~liquidation~~release todated ~~the~~September 8, ~~affected SunCAP participants’ accounts~~2012, ~~participants~~announcing inthe ~~SunCAP~~formation ~~will be unable to direct or diversify investments in or out~~ of ~~the~~PES ~~Sunoco Stock Funds, which constitutes a “blackout period” for SunCAP. Pursuant to the Securities~~ and ~~Exchange Commission’s (~~the ~~“SEC”)~~completion ~~Regulation BTR, a corresponding blackout period will be imposed on all~~ of Sunoco’s ~~directors~~exit ~~and~~from ~~officers~~its ~~with~~Northeast ~~respect~~refining ~~to equity securities acquired in connection with their service to or employment with Sunoco~~operations.

OnItem August 20, 2012, Sunoco sent a notice to its officers and directors informing them of the corresponding blackout period, during which time they will be prohibited from engaging in transactions in Sunoco equity securities acquired in connection with their service to or employment with Sunoco (the “Notice”)9. ~~Sunoco directors and executive officers were informed that the SunCAP blackout period currently is expected to begin at 1:00 p~~01.m. ~~(Eastern~~Financial ~~Time)~~Statements ~~on Wednesday, September 19, 2012~~ and ~~is expected to end at 4:00 p~~Exhibits.~~m. (Eastern Time) on Tuesday, October 2, 2012.~~

Sunoco provided the Notice to its directors and executive officers pursuant to Section 306 of the Sarbanes-Oxley Act of 2002 and Rule 104 of the SEC’s Regulation BTR. A copy of the Notice, which includes the information specified in Rule 104(b) ofPro ~~Regulation~~Forma ~~BTR,~~Financial ~~is attached as Exhibit 99.1 and incorporated herein by reference.~~ Information:

~~IMPORTANT~~Unaudited ~~ADDITIONAL~~pro ~~INFORMATION~~forma ~~WILL~~financial BEinformation ~~FILED~~of ~~WITH~~Sunoco ~~THE~~to ~~SEC~~give effect to the exit from its Northeast refining operations is included in Exhibit 99.2 filed herewith and incorporated by reference into this Item 9.01.

In(d) connection with the proposed business combination transaction between ETP and Sunoco, ETP has filed with the SEC a registration statement on Form S-4 that contains a preliminary proxy statement/prospectus. The registration statement has not yet become effective. Following the registration statement having been declared effective by the SEC, ETP and Sunoco will file with the SEC and mail to the Sunoco shareholders the definitive proxy statement/prospectus. THE REGISTRATION STATEMENT AND THE PRELIMINARY PROXY STATEMENT/PROSPECTUS CONTAIN IMPORTANT INFORMATION ABOUT ETP, SUNOCO, THE PROPOSED TRANSACTIONS AND RELATED MATTERS. INVESTORS AND SECURITY HOLDERS ARE URGED TO READ CAREFULLY THE REGISTRATION STATEMENT AND THE PRELIMINARY PROXY STATEMENT/PROSPECTUS AND THE DEFINITIVE PROXY STATEMENT/PROSPECTUS WHEN IT BECOMES AVAILABLE. Investors and security holders may obtain free copies of the registration statement and the proxy statement/prospectus and other documents filed with the SEC by ETP and Sunoco through the web site maintained by the SEC at www.sec.gov. In addition, investors and security holders may obtain free copies of the registration statement and the proxy statement/prospectus by phone, e-mail or written request by contacting the investor relations department of ETP or Sunoco at the followingExhibits:

Energy Transfer Partners, L.P.		Sunoco, Inc.
ExhibitNumber		Description
3738 Oak Lawn Ave.		1818 Market Street, Suite 1500
99.1		Press release of Sunoco, Inc. dated September 8, 2012.
Dallas, TX 75219		Philadelphia, PA 19103
99.2		Unaudited Pro Forma Consolidated Financial Information of Sunoco, Inc. and Subsidiaries
Attention: Investor Relations		Attention: Investor Relations
Phone: (214) 981-0795		Phone: (215) 977-6764
E-mail: InvestorRelations@energytransfer.com		Email: SunocoIR@sunocoinc.com

Page 2 of 6

PARTICIPANTS IN THE SOLICITATION

ETP and Sunoco, and their respective directors, executive officers and affiliates, may be deemed to be participants in the solicitation of proxies in respect of the proposed transactions contemplated by the Merger Agreement. Information regarding directors and executive officers of ETP’s general partner is contained in ETP’s Form 10-K for the year ended December 31, 2011, which has been filed with the SEC. Information regarding Sunoco’s directors and executive officers is contained in Sunoco’s definitive proxy statement dated March 16, 2012, which is filed with the SEC. A more complete description is available in the registration statement and the preliminary proxy statement/prospectus.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits.

99.1 Notice to Directors and Officers of Sunoco, Inc. Concerning Limitations on Trading in Sunoco, Inc. Securities

Page 3 of 6

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the ~~Registrant~~registrant has duly caused this report to be signed on its behalf by the undersigned, ~~thereunto~~hereunto duly authorized.

	Sunoco, Inc. (Registrant)
	Sunoco, Inc.
August 20, 2012	By:	/s/ JOSEPH P. KROTT
	(Registrant)
		Name:	Joseph P. Krott
Date: September 13, 2012
		Title:	Comptroller (Principal Accounting Officer)
	/s/ Joseph P. Krott
	Joseph P. Krott
	Comptroller
	(Principal Accounting Officer)

~~Page~~EXHIBIT 4INDEX ~~of 6~~


Exhibit Number		Description

99.1		Press Release of Sunoco, Inc. dated September 8, 2012

99.2		Unaudited Pro Forma Consolidated Financial Information of Sunoco, Inc. and Subsidiaries

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