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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

Date of Report (Date of earliest event reported):
May 9, 2005 (May 9, 2005)

SUNOCO LOGISTICS PARTNERS L.P.


(Exact name of registrant as specified in its charter)
         
Delaware   1-31219   23-3096839
         
(State or other jurisdiction
of incorporation)
  (Commission
file number)
  (IRS employer
identification number)
     
Ten Penn Center, 1801 Market Street, Philadelphia, PA   19103-1699
     
(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 is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

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

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

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

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

 


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Item 7.01 Regulation FD Disclosure.
Item 9.01 Financial Statements and Exhibits
SIGNATURES
INVESTOR CONFERENCE CALL PRESENTATION SLIDES


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Item 7.01 Regulation FD Disclosure.

     On May 9, 2005, Sunoco Logistics Partners L.P. (the “Partnership”) issued a press release announcing that its Sunoco Pipeline L.P. (“SPLP”), subsidiary had signed a definitive agreement with Mobil Pipe Line Company to purchase a crude oil pipeline and storage facility, together with certain other real and personal property interests and related assets, in Texas. Additional information concerning the purchase of these assets was presented to financial analysts and investors during a teleconference call on May 9, 2005. A copy of the slide presentation is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

     The information furnished pursuant to this Item 7.01 “Regulation FD Disclosure,” including Exhibit 99.1, shall not be deemed to be “filed” for the purposes of Section 18 of the Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities under that section and shall not be deemed to be incorporated by reference into any filing of the Partnership under the Exchange Act or under the Securities Act of 1933, as amended, regardless of any general incorporation language in such filing.

Item 9.01 Financial Statements and Exhibits

  (c)   Exhibits

  99.1   Slide presentation given May 9, 2005 during investor teleconference.

     This report contains certain forward-looking statements relating to expectations, beliefs, projections, future plans and strategies, anticipated events or trends and other matters that are not historical facts. These forward-looking statements reflect the current views of the Company and the Partnership, about future events and are subject to risks, uncertainties, assumptions and changes in circumstances that may cause future events, achievements or results to differ materially from those expressed or implied by the forward-looking statements. The Partnership does not intend to, and disclaims any duty or obligation to, update or revise any forward-looking statements set forth in this report to reflect new information, future events or otherwise. Investors are directed to consider the risks and uncertainties discussed in other documents the Partnership has filed with the Securities and Exchange Commission, including particularly, the Partnership’s Annual Report on Form 10-K for the year ended December 31, 2004.

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SIGNATURES

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

         
  SUNOCO LOGISTICS PARTNERS LP.
By:      Sunoco Partners LLC,
                    its General Partner
 
 
  By:   /s/ SEAN P. McGRATH    
    Sean P. McGrath   
    Comptroller   
 

Date: May 9, 2005

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