UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

FORM 10-Q

(Mark One)

OR

Commission file number 1-31219

SUNOCO LOGISTICS PARTNERS L.P.

(215) 977-3000

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes  [X]   No [  ]

Indicate by check mark whether the registrant is an accelerated filer (as defined in Rule 12b-2 of the Exchange Act).

YES    [X]   NO   [  ]

At July 31, 2004, the number of the registrant’s Common Units outstanding were 12,605,095, and its Subordinated Units outstanding were 11,383,639.

SUNOCO LOGISTICS PARTNERS L.P.

INDEX

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PART I
FINANCIAL INFORMATION

Item 1. Financial Statements

SUNOCO LOGISTICS PARTNERS L.P.

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SUNOCO LOGISTICS PARTNERS L.P.

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SUNOCO LOGISTICS PARTNERS L.P.

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SUNOCO LOGISTICS PARTNERS L.P.

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SUNOCO LOGISTICS PARTNERS L.P.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

1.

Basis of Presentation

     Sunoco Logistics Partners L.P. (the “Partnership”) is a Delaware limited partnership formed by Sunoco, Inc. (“Sunoco”) in October 2001 to acquire, own, and operate a substantial portion of Sunoco’s logistics business, consisting of refined product pipelines, terminalling and storage assets, crude oil pipelines, and crude oil acquisition and marketing assets located in the Northeast, Midwest and South Central United States. On February 8, 2002, Sunoco contributed these assets to the Partnership in connection with the Partnership’s initial public offering (“IPO”).

     The consolidated financial statements reflect the results of Sunoco Logistics Partners L.P. and its wholly-owned partnerships, including Sunoco Logistics Partners Operations L.P. (the “Operating Partnership”). Equity ownership interests in corporate joint ventures, which are not consolidated, are accounted for under the equity method.

     The accompanying condensed consolidated financial statements are presented in accordance with the requirements of Form 10-Q and accounting principles generally accepted in the United States for interim financial reporting. They do not include all disclosures normally made in financial statements contained in Form 10-K. In management’s opinion, all adjustments necessary for a fair presentation of the results of operations, financial position and cash flows for the periods shown have been made. All such adjustments are of a normal recurring nature. Results for the three and six months ended June 30, 2004 are not necessarily indicative of results for the full year 2004. Certain previously reported amounts have been reclassified to conform to the 2004 presentation.

2.

Equity Offering

     On April 7, 2004, the Partnership sold 3.4 million common units in a public offering for total gross proceeds of $135.1 million. The units were issued under the Partnership’s previously filed Form S-3 shelf registration statement. The sale of the units resulted in net proceeds of $128.8 million, after underwriters’ commissions and legal, accounting, and other transaction expenses. Net proceeds from the sale were used to (a) redeem approximately 2.2 million common units from Sunoco for $83.1 million, (b) replenish cash utilized to acquire the Eagle Point logistics assets for $20.0 million, (c) finance the acquisition of the two refined product terminals from ConocoPhillips for $12.0 million, (d) finance the acquisition of an additional 33.3 percent undivided interest in the Harbor pipeline for $7.3 million, and (e) for general partnership purposes, including to replenish cash used for past acquisitions and capital improvements, and for other expansion, capital improvements or acquisition projects. As a result of this net issuance of 1.2 million common units, the Partnership also received $1.0 million from its general partner as a capital contribution to maintain its 2.0 percent general partner interest. After the redemption of its units, Sunoco’s ownership interest in the Partnership decreased from 75.3 percent to 62.6 percent, including its 2 percent general partner interest.

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3.

Related Party Transactions

     Advances to Affiliate

     The Partnership has a treasury services agreement with Sunoco pursuant to which it, among other things, participates in Sunoco’s centralized cash management program. Under this program, all of the Partnership’s cash receipts and cash disbursements are processed, together with those of Sunoco and its other subsidiaries, through Sunoco’s cash accounts with a corresponding credit or charge to an intercompany account. The intercompany balances are settled periodically, but no less frequently than monthly. Amounts due from Sunoco earn interest at a rate equal to the average rate of the Partnership’s third-party money market investments, while amounts due to Sunoco bear interest at a rate equal to the interest rate provided in the Partnership’s revolving credit facility (see Note 7).

     Selling, general and administrative expenses in the condensed consolidated statements of income include costs incurred by Sunoco for the provision of certain centralized corporate functions such as legal, accounting, treasury, engineering, information technology, insurance and other corporate services. These services are provided to the Partnership under an omnibus agreement (“Omnibus Agreement”) with Sunoco for an annual administrative fee, which may be increased annually by the lesser of 2.5 percent or the consumer price index for the applicable year. The fee for the annual period ending December 31, 2004 is $8.4 million. These costs may also increase if the Partnership consummates an acquisition or constructs additional assets that require an increase in the level of general and administrative services received by the Partnership from the general partner or Sunoco. This fee does not include the costs of shared insurance programs, which are allocated to the Partnership based upon its share of the premiums incurred. This fee also does not include salaries of pipeline and terminal personnel or other employees of the general partner, including senior executives, or the cost of their employee benefits. The Partnership is reimbursing Sunoco for these costs and other direct expenses incurred on its behalf.

     Allocated Sunoco employee benefit plan expenses for employees who work in the pipeline, terminalling, storage and crude oil gathering operations, including senior executives, include non-contributory defined benefit retirement plans, defined contribution 401(k) plans, employee and retiree medical, dental and life insurance plans, incentive compensation plans, and other such benefits. These expenses are reflected in cost of products sold and operating expenses and selling, general and administrative expenses in the condensed consolidated statements of income. These employees, including senior executives, are employees of the Partnership’s general partner or its affiliates, which are wholly-owned subsidiaries of Sunoco. The Partnership has no employees.

     Accounts Receivable, Affiliated Companies

     Affiliated revenues in the condensed consolidated statements of income consist of sales of crude oil as well as the provision of crude oil and refined product pipeline transportation, terminalling and storage services to Sunoco, Inc. (R&M)(“Sunoco R&M”). Sales of crude oil are computed using the formula-based pricing mechanism of a supply agreement with Sunoco R&M. Management of the Partnership believes these terms in the aggregate to be comparable to those that could be negotiated with an unrelated third party.

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Pipeline revenues are generally determined using posted tariffs. The Partnership has throughput agreements with Sunoco R&M under which the Partnership is charging Sunoco R&M fees for services provided under these agreements comparable to those charged in arm’s-length, third-party transactions. Under these agreements, Sunoco R&M has agreed to pay the Partnership a minimum level of revenues for transporting and terminalling refined products and crude oil for the period specified in the agreements.

     Under other agreements between the parties, Sunoco R&M is, among other things, purchasing from the Partnership, at market-based rates, particular grades of crude oil that the Partnership’s crude oil acquisition and marketing business purchases for delivery to certain pipelines. These agreements automatically renew on a monthly basis unless terminated by either party on 30 days written notice. Sunoco R&M also leases the Partnership’s 58 miles of interrefinery pipelines between Sunoco R&M’s Philadelphia and Marcus Hook refineries for a term of 20 years, ending in 2022.

     Asset Acquisition

     On March 30, 2004, the Partnership acquired the Eagle Point refinery logistics assets from Sunoco R&M for $20 million (see Note 9). In connection with the acquisition, the Partnership entered into a throughput agreement with Sunoco R&M under which the Partnership is charging Sunoco R&M fees for services provided under this agreement comparable to those charged in arm’s length, third-party transactions. Sunoco R&M has also agreed to minimum volumes on the truck rack acquired in this transaction upon completion of certain capital improvements expected to be completed during the fourth quarter of 2004.

     Redemption of Common Units and Capital Contributions

     In April 2004, the Partnership sold 3.4 million common units in a public offering (see Note 2). The proceeds of this offering were partially utilized to redeem approximately 2.2 million common units from Sunoco for $83.1 million. The redemption price per unit was equal to public offering price per unit after the underwriters’ commissions. As a result of this net issuance of 1.2 million common units, the general partner contributed $1.0 million to the Partnership to maintain its 2.0 percent ownership interest. The Partnership recorded this amount as a capital contribution within Partners’ Capital on the consolidated balance sheet at June 30, 2004.

     In connection with the equity offering, the Partnership and Sunoco entered into an agreement whereby Sunoco has agreed to reimburse the Partnership for transaction costs incurred by the Partnership based upon the percentage of Sunoco’s net redemption proceeds received from the total gross proceeds of the Partnership’s offering (approximately 64.2 percent). Reimbursement will occur during the third quarter of 2004 when the transaction costs are expected to be finalized. The reimbursement will be accounted for as an increase to Partners’ Capital in the condensed consolidated balance sheet.

     The Omnibus Agreement requires Sunoco R&M to, among other things, reimburse the Partnership for up to $10.0 million of expenditures required at the Marcus Hook Tank Farm and the Darby Creek Tank Farm to maintain compliance with existing industry standards and regulatory requirements. These expenditures, which were recorded as maintenance capital and operating expenses, were as follows:

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     The reimbursement of these amounts were recorded by the Partnership as capital contributions within Partners’ Capital on the consolidated balance sheets at June 30, 2004 and 2003.

4.

Changes in Accounting Principles

     In January 2003, Financial Accounting Standards Board Interpretation No. 46, “Consolidation of Variable Interest Entities” (“FASB Interpretation No. 46”), was issued. Among other things, FASB Interpretation No. 46 defines a variable interest entity (“VIE”) as an entity that either has investor voting rights that are not proportional to their economic interests or has equity investors that do not provide sufficient financial resources for the entity to support its activities. FASB Interpretation No. 46 requires a VIE to be consolidated by an entity if that entity is the primary beneficiary. The primary beneficiary is the entity that is subject to a majority of the risk of loss from the VIE’s activities or, if no entity is subject to a majority of such risk, the entity that is entitled to receive a majority of the VIE’s residual returns. As the Partnership has no VIE’s, this change had no impact on the Partnership’s financial statements during the six months ended June 30, 2004.

5.

Net Income Per Unit Data

     The computation of basic net income per limited partner unit is calculated by dividing net income, after the deduction of the general partner’s interest in net income, by the weighted-average number of common and subordinated units outstanding during the period. The general partner’s interest in net income is calculated on a quarterly basis, based upon its percentage interest in the quarterly distribution declared. The general partner’s interest in quarterly distributions consists of its 2.0 percent general partner interest and “incentive distributions”, which are increasing percentages of quarterly cash distributions it will receive in excess of $0.50 per limited partner unit (see Note 10). The general partner was allocated net income of $0.8 million (representing 4.5 percent) and $0.2 million (representing 2.0 percent) for the three months ended June 30, 2004 and 2003, respectively, and $1.3 million (representing 4.2 percent) and $0.6 million (representing 2.0 percent) for the six months ended June 30, 2004 and 2003, respectively. Diluted net income per limited partner unit is calculated by dividing net income applicable to limited partners’ by the sum of the weighted-average number of common and subordinated units outstanding and the dilutive effect of incentive unit awards, as calculated by the treasury stock method.

     The following table sets forth the reconciliation of the weighted average number of limited partner units used to compute basic net income per limited partner unit to those used to compute diluted net income per limited partner unit for the three and six months ended June 30, 2004 and 2003:

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6.

Investment in Affiliates

     The Partnership’s ownership percentages in corporate joint ventures as of June 30, 2004 and December 31, 2003 are as follows:

     The following table provides summarized combined statement of income data on a 100 percent basis for the Partnership’s corporate joint venture interests for the three and six months ended June 30, 2004 and 2003 (in thousands of dollars):

     The following table provides summarized combined balance sheet data on a 100 percent basis for the Partnership’s corporate joint venture interests as of June 30, 2004 and December 31, 2003 (in thousands of dollars):

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     The Partnership’s investments in Wolverine, West Shore, Yellowstone, and West Texas Gulf at June 30, 2004 include an excess investment amount of approximately $56.6 million, net of accumulated amortization of $1.0 million. The excess investment is the difference between the investment balance and the Partnership’s proportionate share of the net assets of the entities. The excess investment was allocated to the underlying tangible and intangible assets. Other than land and indefinite-lived intangible assets, all amounts allocated, principally to pipeline and related assets, are amortized using the straight-line method over their estimated useful life of 40 years and included within depreciation and amortization in the condensed consolidated statements of income.

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Long-Term Debt

     The components of long-term debt (including current portion) are as follows (in thousands of dollars):

     The Credit Facility (the “Credit Facility”), which currently has an aggregate committed sum of $250 million and matures January 31, 2005, is available to fund the Operating Partnership’s working capital requirements, to finance future acquisitions and for general partnership purposes. It may also be used to fund the quarterly distribution to a maximum of $20.0 million. Borrowings under this distribution sublimit must be reduced to zero each year for a 15-day period. The Credit Facility bears interest at the Operating Partnership’s option, at either (i) LIBOR plus an applicable margin or (ii) the higher of the federal funds rate plus 0.50 percent or the Bank of America prime rate (each plus the applicable margin). The interest rate on the outstanding borrowings at June 30, 2004 was 2.0 percent. The Credit Facility may be prepaid at any time. The Credit Facility contains various covenants limiting the Operating Partnership’s ability to incur indebtedness; grant certain liens; make certain loans, acquisitions and investments; make any material change to the nature of its business; acquire another company; or enter into a merger or sale of assets, including the sale or transfer of interests in the Operating Partnership’s subsidiaries. The Credit Facility also contains covenants requiring the Operating Partnership to maintain, on a rolling four-quarter basis, a maximum total debt to EBITDA ratio (each as defined in the credit agreement) of 4.0 to 1 and an interest coverage ratio (as defined in the credit agreement) of at least 3.5 to 1. The Operating Partnership is in compliance with these covenants as of June 30, 2004. The Partnership’s ratio of total debt to EBITDA was 2.8 to 1 and the interest coverage ratio was 5.5 to 1 at June 30, 2004.

     The Senior Notes are at 7.25 percent, due February 15, 2012, and were issued by the Operating Partnership at a discount of 99.325 percent of the principal amount. The discount is amortized on a straight-line basis over the term of the Senior Notes and is included within interest expense in the condensed consolidated statements of income. The Senior Notes are redeemable, at a make-whole premium, and are not subject to sinking fund

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provisions. The Senior Notes contain various covenants limiting the Operating Partnership’s ability to incur certain liens, engage in sale/leaseback transactions, or merge, consolidate or sell substantially all of its assets. The Operating Partnership is in compliance with these covenants as of June 30, 2004. In addition, the Senior Notes are also subject to repurchase by the Operating Partnership at a price equal to 100 percent of their principal amount, plus accrued and unpaid interest upon a change of control to a non-investment grade entity.

     The Partnership and the operating partnerships of the Operating Partnership serve as joint and several guarantors of the Senior Notes and of any obligations under the Credit Facility. The guarantees are full and unconditional.

     The Partnership has no operations and its only assets are investments in its wholly-owned partnerships. The Operating Partnership also has no operations and its assets as of June 30, 2004 are limited primarily to investments in its wholly-owned operating partnerships, deferred charges, and cash and cash equivalents of $50.4 million. Except for amounts associated with the Senior Notes, the Credit Facility, cash and cash equivalents and advances to affiliate, the assets and liabilities in the condensed consolidated balance sheets and the revenues and costs and expenses in the condensed consolidated statements of income are primarily attributable to the operating partnerships.

8.

Commitments and Contingent Liabilities

     The Partnership participates in an agreement along with the other owners of Wolverine to guarantee certain outstanding debt instruments of Wolverine based upon ownership percentage. Based upon outstanding indebtedness of these instruments of approximately $4.6 million at June 30, 2004, the approximate amount of the Partnership’s guarantee is $1.5 million.

     The Partnership is subject to numerous federal, state and local laws which regulate the discharge of materials into the environment or that otherwise relate to the protection of the environment. These laws and regulations result in liabilities and loss contingencies for remediation at the Partnership’s facilities and at third-party or formerly owned sites. The accrued liability for environmental remediation in the condensed consolidated balance sheets at June 30, 2004 and December 31, 2003 was $0.7 million and $0.5 million, respectively. These liabilities do not include any amounts attributable to unasserted claims, nor have any recoveries from insurance been assumed. Management does not believe that any liabilities that may arise from these unasserted claims would be material in relation to the financial position of the Partnership at June 30, 2004.

     Total future costs for environmental remediation activities will depend upon, among other things, the identification of any additional sites, the determination of the extent of any contamination at each site, the timing and nature of required remedial actions, the technology available and needed to meet the various existing legal requirements, the nature and extent of future environmental laws, inflation rates and the determination of the Partnership’s liability at multi-party sites, if any, in light of uncertainties with respect to joint and several liability, and the number, participation levels and financial viability of other parties. As discussed below, the Partnership’s future costs will also be impacted by an indemnification from Sunoco.

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     Sunoco has indemnified the Partnership for 30 years from environmental and toxic tort liabilities related to the assets contributed to the Partnership that arise from the operation of such assets prior to the closing of the Partnership’s February 2002 IPO. Sunoco has indemnified the Partnership for 100 percent of all losses asserted within the first 21 years of closing of the February 2002 IPO. Sunoco’s share of liability for claims asserted thereafter will decrease by 10 percent a year. For example, for a claim asserted during the twenty-third year after closing of the February 2002 IPO, Sunoco would be required to indemnify the Partnership for 80 percent of its loss. There is no monetary cap on the amount of indemnity coverage provided by Sunoco. The Partnership has agreed to indemnify Sunoco and its affiliates for events and conditions associated with the operation of the Partnership’s assets that occur on or after the closing of the February 2002 IPO and for environmental and toxic tort liabilities to the extent Sunoco is not required to indemnify the Partnership.

     Sunoco has also indemnified the Partnership for liabilities, other than environmental and toxic tort liabilities related to the assets contributed to the Partnership, that arise out of Sunoco’s ownership and operation of the assets prior to the closing of the February 2002 IPO and that are asserted within 10 years after closing of the February 2002 IPO. In addition, Sunoco has indemnified the Partnership from liabilities relating to certain defects in title to the assets contributed to the Partnership and associated with failure to obtain certain consents and permits necessary to conduct its business that arise within 10 years after closing of the February 2002 IPO as well as from liabilities relating to legal actions currently pending against Sunoco or its affiliates and events and conditions associated with any assets retained by Sunoco or its affiliates.

     Management of the Partnership does not believe that any liabilities which may arise from claims indemnified by Sunoco would be material in relation to the financial position of the Partnership at June 30, 2004.

     There are certain other pending legal proceedings related to matters arising after the February 2002 IPO that are not indemnified by Sunoco. Management believes that any liabilities that may arise from these legal proceedings will not be material in relation to the financial position of the Partnership at June 30, 2004.

9.

Acquisitions

     On June 28, 2004, the Partnership purchased an additional 33.3 percent undivided interest in the Harbor pipeline from an affiliate of El Paso Corporation for $7.3 million. The Harbor pipeline is an approximately 80-mile, 180,000 bpd refined product, common carrier pipeline originating near Woodbury, New Jersey and terminating in Linden, New Jersey. As a result of this transaction, the Partnership increased its ownership to 66.7 percent and will continue to be the operator of the pipeline. The purchase price was funded through the proceeds of the April 7, 2004 sale of common units (see Note 2). The purchase price was allocated on a preliminary basis to property, plant and equipment and has been included within the Eastern Pipeline System business segment. The results of the acquisition are included in the consolidated financial statements from the date of acquisition.

     On April 28, 2004, the Partnership purchased two refined product terminals located in Baltimore, Maryland and Manassas, Virginia from ConocoPhillips for $12.0 million. The purchase price was funded through the proceeds of the April 7, 2004 sale of common units (see Note 2). The

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purchase price was allocated on a preliminary basis to property, plant and equipment and has been included within the Terminal Facilities business segment. The results of the acquisition are included in the consolidated financial statements from the date of acquisition.

     On March 30, 2004, the Partnership acquired the Eagle Point refinery logistics assets from Sunoco R&M for $20 million. The Eagle Point logistics assets consist of crude and refined product ship and barge docks, a refined product truck rack, and a 4.5 mile, refined product pipeline from the Eagle Point refinery to the origin of the Harbor pipeline. In connection with the acquisition, the Partnership entered into a throughput agreement with Sunoco R&M whereby they have agreed to minimum volumes on the truck rack upon completion of certain capital improvements expected to be completed during the fourth quarter of 2004. The purchase price was funded initially through cash on hand. A portion of the proceeds of the April 7, 2004 sale of common units was subsequently utilized to replenish cash used to fund this acquisition (see Note 2). The purchase price was allocated on a preliminary basis to property, plant and equipment. The ship and barge docks and the truck rack have been included within the Terminal Facilities business segment, while the pipeline has been included within the Eastern Pipeline System. The results of the acquisition are included in the consolidated financial statements from the date of acquisition.

     On September 30, 2003, the Partnership acquired an additional 3.1 percent interest in West Shore Pipe Line Company, a Midwestern United States products pipeline company, for $3.7 million. The acquisition of this additional interest raised the Partnership’s overall ownership percentage in West Shore from 9.2 percent to 12.3 percent. The results from the additional interest are included within the Eastern Pipeline System business segment in the consolidated financial statements from the date of acquisition.

10.

Cash Distributions

     The Partnership distributes all cash on hand within 45 days after the end of each quarter, less reserves established by the general partner in its discretion. This is defined as “available cash” in the partnership agreement. The general partner has broad discretion to establish cash reserves that it determines are necessary or appropriate to properly conduct the Partnership’s business. The Partnership will make quarterly distributions to the extent there is sufficient cash from operations after establishment of cash reserves and payment of fees and expenses, including payments to the general partner.

     The Partnership has 11,383,639 subordinated units issued, all of which are held by the general partner and for which there is no established public trading market. During the subordination period the Partnership will pay cash distributions each quarter in the following manner:

•		First, 98 percent to the holders of common units and 2 percent to the general partner, until each common unit has received a minimum quarterly distribution of $0.45, plus any arrearages from prior quarters;
•		Second, 98 percent to the holders of subordinated units and 2 percent to the general partner, until each subordinated unit has received a minimum quarterly distribution of $0.45; and
•		Thereafter, in the manner described in the table below.

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     The subordination period is generally defined as the period that ends on the first day of any quarter beginning after December 31, 2006 if (1) the Partnership has distributed at least the minimum quarterly distribution on all outstanding units with respect to each of the immediately preceding three consecutive, non-overlapping four quarter periods; and (2) the adjusted operating surplus, as defined in the partnership agreement, during such periods equals or exceeds the amount that would have been sufficient to enable the Partnership to distribute the minimum quarterly distribution on all outstanding units on a fully diluted basis and the related distribution on the 2 percent general partner interest during those periods. The Partnership has met the minimum quarterly distribution requirements on all outstanding units for each quarter since its February 2002 IPO. In addition, one-quarter of the subordinated units may convert to common units on a one-for-one basis after December 31, 2004, and one-quarter of the subordinated units may convert to common units on a one-for-one basis after December 31, 2005, if the Partnership meets the tests set forth in the partnership agreement. If the subordination period ends, the rights of the holders of subordinated units will no longer be subordinated to the rights of the holders of common units and the subordinated units may be converted into common units.

     After the subordination period, the Partnership will pay cash distributions each quarter in the following manner:

•		First, 98 percent to all unitholders, pro rata, and 2 percent to the general partner, until the Partnership distributes for each outstanding unit an amount equal to the minimum quarterly distribution for that quarter; and
•		Thereafter, as described in the paragraph and table below.

     As presented in the table below, if cash distributions exceed $0.50 per unit in a quarter, the general partner will receive increasing percentages of the cash distributed in excess of that amount. These distributions are referred to as “incentive distributions”. The amounts shown in the table below are the percentage interests of the general partner and the unitholders in any available cash from operating surplus that is distributed up to and including the corresponding amount in the column “Quarterly Cash Distribution per Unit”, until the available cash that is distributed reaches the next target distribution level, if any. The percentage interests shown for the unitholders and the general partner for the minimum quarterly distribution are also applicable to quarterly distribution amounts that are less than the minimum quarterly distribution.

     There is no guarantee that the Partnership will pay the minimum quarterly distribution on the common units in any quarter, and the Partnership will be prohibited from making any distributions to unitholders if it would cause an event of default, or if an event of default is existing, under the Credit Facility or the Senior Notes.

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     Distributions paid quarterly by the Partnership for the period from January 1, 2003 through June 30, 2004 were as follows:

     On July 20, 2004, the Partnership declared a cash distribution of $0.5875 per unit on its outstanding common and subordinated units, representing the distribution for the quarter ended June 30, 2004. The $14.8 million distribution, including $0.7 million to the general partner, will be paid on August 13, 2004 to unitholders of record at the close of business on August 4, 2004.

11.

Business Segment Information

     The following table sets forth condensed statement of income information concerning the Partnership’s business segments and reconciles total segment operating income to net income for the three and six months ended June 30, 2004 and 2003, respectively (in thousands of dollars):

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         The following table provides the identifiable assets for each segment as of June 30, 2004 and December 31, 2003 (in thousands):

         Corporate and other assets consist primarily of cash and cash equivalents, advances to affiliates and deferred charges.

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Results of Operations – Three Months Ended June 30, 2004 and 2003

Sunoco Logistics Partners L.P.
Operating Highlights
Three Months Ended June 30, 2004 and 2003

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Analysis of Statements of Income

         Net income was $17.4 million for the second quarter 2004 as compared with $11.9 million for the second quarter 2003, an increase of $5.5 million. This increase was primarily the result of a $5.8 million increase in operating income to $22.6 million for the second quarter 2004 from $16.8 million for the prior year quarter due principally to the operating results from recent acquisitions, higher Eastern Pipeline System revenues, an increase in Western Pipeline System lease acquisition margins, and an increase in revenues at the Nederland Terminal, partially offset by higher Eastern Pipeline System operating and maintenance expenses.

         The second quarter of 2004 includes the operating results of three recent acquisitions: (a) the Eagle Point logistics assets, which were purchased for $20.0 million from Sunoco on March 30, 2004; (b) two refined product terminals located in Baltimore, Maryland and Manassas, Virginia, which were purchased from ConocoPhillips for $12.0 million on April 28, 2004; and (c) an additional 33.3 percent undivided interest in the Harbor pipeline, which was acquired from an affiliate of El Paso Corporation for $7.3 million on June 28, 2004. The Harbor pipeline is an approximately 80-mile, 180,000 bpd refined product, common carrier pipeline originating near Woodbury, New Jersey and terminating in Linden, New Jersey. As a result of this transaction, the Partnership increased its ownership to 66.7 percent and will continue to be the operator of the pipeline.

         Sales and other operating revenue totaled $817.0 million for the second quarter 2004 as compared with $656.9 million for the second quarter 2003, an increase of $160.1 million. This increase was largely attributable to an increase in crude oil prices, partially offset by a decline in lease acquisition and bulk volumes. The average price of West Texas Intermediate crude oil at Cushing, Oklahoma, the benchmark crude oil in the United States, increased to an average price of $38.34 per barrel for the second quarter 2004 from $28.90 per barrel for the second quarter 2003. Other income increased $0.5 million from the second quarter 2003 to $3.7 million for the second quarter 2004 due principally to an increase in equity income from Explorer Pipeline due to a capacity expansion completed in September 2003, partially offset by lower equity income from West Texas Gulf Pipe Line due to a decline in demand for domestic crude oil on this pipeline from the prior year’s quarter and the temporary shutdown of a significant connecting pipeline due to planned, four-week refinery turnarounds during the second quarter.

         Total cost of products sold and operating expenses increased $154.6 million to $778.2 million for the second quarter 2004 from $623.6 million for the second quarter 2003 due primarily to an increase in crude oil prices, partially offset by a decline in lease acquisition and bulk volumes described earlier. Depreciation and amortization increased $0.2 million to $7.3 million for the second quarter 2004 from $7.1 million for the prior year quarter due mainly to depreciation related to the acquired assets.

         Net interest expense increased $0.2 million from the prior year quarter to $5.2 million for the second quarter 2004 due principally to a decline in capitalized interest, partially offset by the fourth quarter 2003 repayment of debt. The capitalized interest recorded during the second quarter 2003 was in connection with the construction of two new tanks at the Nederland Terminal.

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Analysis of Segment Operating Income

Eastern Pipeline System

         Operating income for the Eastern Pipeline System was $8.9 million for the second quarter 2004 compared with $8.3 million for the prior year quarter. This $0.6 million increase was mainly the result of a $1.6 million increase in sales and other operating revenue and a $0.9 million increase in other income, partially offset by a $2.0 million increase in operating expenses. Sales and other operating revenue increased to $24.3 million for the second quarter 2004 compared with the second quarter 2003 due primarily to an increase in total shipments, partially offset by lower revenue per barrel mile. The increase in shipments was principally the result of higher crude oil throughput on the Marysville to Toledo pipeline due to higher demand and a capacity expansion during the current quarter and higher refined product throughput on the Harbor pipeline. The increase in volume on the Harbor pipeline was due mainly to Sunoco, Inc.’s January 2004 purchase of the Eagle Point, New Jersey refinery. Other income increased $0.9 million to $3.6 million for the second quarter 2004 due primarily to an increase in equity income from the corporate joint venture interests, due mainly to a capacity expansion for the Explorer Pipeline in September 2003. Total costs and expenses increased $2.0 million to $18.9 million for the second quarter 2004 due principally to higher pipeline operating and maintenance costs.

Terminal Facilities

         The Terminal Facilities business segment had operating income of $9.6 million for the second quarter 2004 compared with $6.8 million for the prior year quarter. This $2.8 million increase was due to a $4.1 million increase in total revenues, partially offset by a $1.3 million increase in total costs and expenses. The increase in total revenues to $26.7 million for the second quarter 2004 from $22.6 million for the second quarter 2003 was largely due to the operating results from the acquisition of the Eagle Point logistics assets from Sunoco R&M on March 30, 2004 and the purchase of two refined product terminals from ConocoPhillips located in Baltimore, Maryland and Manassas, Virginia on April 28, 2004. The Nederland Terminal’s volumes and revenues also increased from the prior year quarter due to the construction of two new tanks in the prior year and higher utilization of existing tankage due to improved market conditions for crude oil imports.

         The increase in total costs and expenses to $17.2 million for the second quarter 2004 from $15.9 million for the prior year quarter was primarily due to a $1.0 million increase in operating expenses and a $0.4 million increase in depreciation and amortization. Both increases were principally due to the acquired assets mentioned previously.

Western Pipeline System

         Operating income for the Western Pipeline System was $4.1 million for the second quarter 2004, an increase of $2.4 million from the prior year quarter. This increase was the result of a $2.8 million increase in gross margin, partially offset by a $0.4 million decrease in other income. Sales and other operating revenue and cost of products sold and operating expenses increased in the second quarter 2004 compared with the prior year quarter due mainly to an increase in crude oil prices, partially offset by a decline in lease acquisition and bulk volumes mentioned previously. The increase in gross margin was primarily attributable to higher lease acquisition margins

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and lower pipeline integrity management expenses. Other income decreased $0.4 million from the prior year quarter to $0.2 million for the second quarter 2004 due to lower equity income from the West Texas Gulf Pipe Line. The decline in West Texas Gulf Pipe Line’s operating results was due mainly to a decline in demand for domestic crude oil on this pipeline from the prior year’s quarter and the temporary shutdown of a significant connecting pipeline due to planned, four-week refinery turnarounds during the second quarter.

Results of Operations – Six Months Ended June 30, 2004 and 2003

Sunoco Logistics Partners L.P.
Operating Highlights
Six Months Ended June 30, 2004 and 2003

Analysis of Statements of Income

         Net income was $31.1 million for the six months ended June 30, 2004 as compared with $29.7 million for the first six months of 2003, an increase of $1.4 million. This increase was primarily the result of a $1.8 million increase in operating income to $41.0 million for the first half of 2004 from $39.2 million for the prior year comparable period due principally to the operating results from recent acquisitions, higher Eastern Pipeline System revenues, and an increase in revenues at the Nederland Terminal, partially offset by lower Western Pipeline System lease acquisition margins and higher Eastern Pipeline System operating and maintenance expenses.

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         Sales and other operating revenue totaled $1,561.9 million for the six months ended June 30, 2004 as compared with $1,373.0 million for the corresponding prior year period, an increase of $188.9 million. This increase was largely attributable to an increase in crude oil prices, partially offset by a decline in lease acquisition and bulk volumes. The average price of West Texas Intermediate crude oil at Cushing, Oklahoma, increased to an average price of $36.75 per barrel for the first half of 2004 from $31.34 per barrel for the first half of 2003. Other income increased slightly to $6.9 million for the first six months of 2004 due principally to an increase in equity income from Explorer Pipeline due to a capacity expansion completed in September 2003, partially offset by lower equity income from West Texas Gulf Pipe Line due to a decline in demand for domestic crude oil on this pipeline from the prior year’s quarter and the temporary shutdown of a significant connecting pipeline due to planned, four-week refinery turnarounds during the current quarter.

         Total cost of products sold and operating expenses increased $186.2 million to $1,488.8 million for the six months ended June 30, 2004 from $1,302.6 million for the corresponding prior year period due primarily to an increase in crude oil prices, partially offset by a decline in lease acquisition and bulk volumes described earlier. Depreciation and amortization increased $0.6 million to $14.2 million for the first half of 2004 from $13.6 million for the first half of 2003 due mainly to depreciation related to the acquired assets.

         Net interest expense increased $0.4 million from the corresponding prior year period to $9.9 million for the six months ended June 30, 2004 due principally to a decline in capitalized interest, partially offset by the fourth quarter 2003 repayment of debt. The capitalized interest recorded during the first half of 2003 was in connection with the construction of two new tanks at the Nederland Terminal.

Analysis of Segment Operating Income

Eastern Pipeline System

         Operating income for the Eastern Pipeline System decreased $1.1 million to $16.9 million for the six months ended June 30, 2004 compared with $18.0 million for the corresponding prior year period. This decrease was mainly the result of a $2.5 million increase in operating expenses, partially offset by a $0.9 million increase in sales and other operating revenue and a $0.7 million increase in other income. Sales and other operating revenue increased to $47.0 million for the first half of 2004 compared with the first half of 2003 due primarily to an increase in total shipments, partially offset by lower revenue per barrel mile. The increase in shipments was principally the result of higher crude oil throughput on the Marysville to Toledo pipeline due to higher demand and a capacity expansion during the current quarter and higher refined product throughput on the Harbor pipeline, partially offset by a decline in volumes as a result of a planned, four-week turnaround at Sunoco’s Toledo, Ohio refinery in March 2004. Other income increased $0.7 million to $6.0 million for the first six months of 2004 due primarily to an increase in equity income from the corporate joint venture interests, due mainly to a capacity expansion for the Explorer Pipeline in September 2003 and the purchase of an additional 3.1 percent ownership interest in the West Shore Pipe Line in September 2003. Total costs and expenses increased $2.7 million to $36.2 million for the first half of 2004 due principally to higher pipeline operating and maintenance costs.

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Terminal Facilities

         The Terminal Facilities business segment had operating income of $17.4 million for the six months ended June 30, 2004 compared with $14.2 million for the comparable prior year period. This $3.2 million increase was due to a $5.4 million increase in total revenues, partially offset by a $2.2 million increase in total costs and expenses. The increase in total revenues to $50.1 million for the first half of 2004 from $44.7 million for the first half of 2003 was largely due to the operating results from the acquisition of the Eagle Point logistics assets and the refined product terminals from ConocoPhillips. The Nederland Terminal’s volumes and revenues also increased from the prior year period due to the construction of two new tanks in the prior year and higher utilization of existing tankage due to improved market conditions for crude oil imports.

         The increase in total costs and expenses to $32.7 million for the first six months of 2004 from $30.5 million for the first six months of 2003 was due to a $1.7 million increase in operating expenses and a $0.5 million increase in depreciation and amortization. Both increases were principally due to the acquired assets mentioned previously. Operating expenses also increased from the prior year period due to non-routine dredging activity on the Delaware River at the Fort Mifflin Terminal docks in the first quarter 2004.

Western Pipeline System

         Operating income for the Western Pipeline System was $6.8 million for the six months ended June 30, 2004, a decrease of $0.3 million from the comparable prior year period. This decrease was the result of a $0.7 million decrease in other income and a $0.3 million increase in selling, general and administrative expenses, partially offset by a $0.7 million increase in gross margin. Sales and other operating revenue and cost of products sold and operating expenses increased in the first six months of 2004 compared with the first six months of 2003 due mainly to an increase in crude oil prices, partially offset by a decline in lease acquisition and bulk volumes mentioned previously. The increase in gross margin was primarily attributable to lower pipeline integrity management expenses, partially offset by lower lease acquisition margins. Other income decreased from the prior year period to $0.8 million for the first half of 2004 due to lower equity income from the West Texas Gulf Pipe Line. The decline in West Texas Gulf Pipe Line’s operating results was due mainly to a decline in demand for domestic crude oil on this pipeline from the prior year’s quarter and the temporary shutdown of a significant connecting pipeline due to planned, four-week refinery turnarounds during the current quarter. Selling, general and administrative expenses increased from the prior year period to $8.7 million for the first six months of 2004 due to higher allocated administrative costs.

Liquidity and Capital Resources

General

         Cash generated from operations and borrowings under the Credit Facility are the Partnership’s primary sources of liquidity. At June 30, 2004, the Partnership had a working capital deficit of $15.7 million and available borrowing capacity under the Credit Facility of $185.5 million. The decrease in working capital from $37.8 million at December 31, 2003 was primarily the result of the classification of the $64.5 million of

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outstanding borrowings under the Credit Facility as a current liability due to its maturity date of January 31, 2005. The Partnership’s working capital position also reflects crude oil inventories based on historical costs under the LIFO method of accounting. If the inventories had been valued at their current replacement cost, the Partnership would have had a working capital surplus of $28.8 million at June 30, 2004.

         On April 7, 2004, the Partnership sold 3.4 million common units in a public offering for total gross proceeds of $135.1 million. The units were issued under the Partnership’s previously filed $500 million universal shelf registration statement, of which approximately $365 remains available. The sale of the units resulted in net proceeds of $128.8 million, after underwriters’ commissions and legal, accounting, and other transaction expenses. Net proceeds from the sale were used to (a) redeem approximately 2.2 million common units from Sunoco for $83.1 million, (b) replenish cash utilized to acquire the Eagle Point logistics assets for $20.0 million, (c) finance the acquisition of the two refined product terminals from ConocoPhillips for $12.0 million, (d) finance the acquisition of an additional 33.3 percent undivided interest in the Harbor pipeline for $7.3 million, and (e) for general partnership purposes, including to replenish cash used for past acquisitions and capital improvements, and for other expansion, capital improvements or acquisition projects. As a result of this net issuance of 1.2 million common units, the Partnership also received $1.0 million from its general partner as a capital contribution to maintain its 2.0 percent general partner interest. After the redemption of its units, Sunoco’s ownership interest in the Partnership decreased from 75.3 percent to 62.6 percent, including its 2 percent general partner interest.

         The Credit Facility matures on January 31, 2005. It is management’s intent to renew the Credit Facility during the second half of 2004.

         Management believes that the Partnership has sufficient liquid assets, cash from operations and borrowing capacity under its credit agreements to meet its financial commitments, debt service obligations, unitholder distributions, contingencies and anticipated capital expenditures. However, the Partnership is subject to business and operational risks that could adversely effect its cashflow. The Partnership may supplement its cash generation with proceeds from financing activities, including borrowings under the Credit Facility and other borrowings and the issuance of additional common units.

Cash Flows and Capital Expenditures

         Net cash provided by operating activities for the six months ended June 30, 2004 was $50.7 million compared with $39.3 million for the first half of 2003. Net cash provided by operating activities for the first six months of 2004 was primarily generated by net income of $31.1 million, depreciation and amortization of $14.2 million, and a decrease in working capital of $7.6 million, partially offset by a $2.2 million increase in deferred charges and other assets, net of deferred credits and other liabilities. Net cash provided by operating activities for the first half of 2003 was principally generated by net income of $29.7 million, depreciation and amortization of $13.6 million, and a $2.4 million decrease in deferred charges and other assets, net of deferred credits and other liabilities, partially offset by an increase in working capital of $6.4 million.

         Net cash used in investing activities for the six months ended June 30, 2004 was $52.9 million compared with $15.0 million for the prior year comparable period. The increase between periods is due to the completion of

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three acquisitions for an aggregate purchase price of $41.1 million, including transaction costs, partially offset by a $3.2 million decrease in capital expenditures. See further discussion of capital expenditures under “Capital Requirements”.

         Net cash provided by financing activities for the six months ended June 30, 2004 was $2.5 million compared with $19.8 million used in financing activities for the first half of 2003. Net cash provided by financing activities for the first six months of 2004 was principally the result of $128.8 million of net proceeds from the sale of 3.4 million units in April 2004, a $1.2 million capital contribution from an affiliate, and a $1.0 million net contribution from the general partner to maintain its 2.0 percent ownership interest after the sale of common units, partially offset by the $83.1 million redemption of approximately 2.2 million common units from Sunoco, $27.2 million of cash distributions paid to the limited partners and general partner, and $18.2 million of net advances to affiliate. Net cash used by financing activities for the first half of 2003 was mainly the result of $22.7 million of cash distributions paid to the limited partners and general partner, partially offset by net collections of $2.3 million of advances to affiliate and a $0.8 million capital contribution from an affiliate.

         Under a treasury services agreement with Sunoco, the Partnership participates in Sunoco’s centralized cash management program. Advances to affiliates in the Partnership’s condensed consolidated balance sheets at June 30, 2004 and December 31, 2003 represent amounts due from Sunoco under this agreement.

Capital Requirements

         The pipeline, terminalling, and crude oil transport operations are capital intensive, requiring significant investment to meet environmental and operational regulations and to upgrade or enhance existing operations. The capital requirements have consisted, and are expected to continue to consist, primarily of:

•		Maintenance capital expenditures, such as those required to maintain equipment reliability, tankage and pipeline integrity and safety, and to address environmental regulations; and
•		Expansion capital expenditures to acquire complementary assets to grow the business and to expand existing and construct new facilities, such as projects that increase storage or throughput volume.

         The following table summarizes maintenance and expansion capital expenditures, including net cash paid for acquisitions, for the periods presented (in thousands of dollars):

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         Maintenance capital expenditures for the six months ended June 30, 2004 were $8.9 million, a decrease of $1.2 million from the prior year comparable period. The decrease in maintenance capital spending between periods is mainly the result of declines in spending at the Eastern and Western Pipeline Systems due to the timing of scheduled maintenance activity. The remaining capital expenditures for both periods presented includes recurring expenditures at each of the business segments such as pipeline integrity costs, pipeline relocations, repair and upgrade of field instrumentation, repair and replacement of tank floors and roofs, upgrades of cathodic protection systems, and the upgrade of pump stations. In addition to these recurring projects, maintenance capital for the six months ended June 30, 2004 and 2003 includes $0.9 million and $0.5 million, respectively, of expenditures at the Darby Creek Tank Farm and the Marcus Hook Tank Farm for which the Partnership received reimbursement from Sunoco R&M under the terms of the Omnibus Agreement. Management anticipates maintenance capital expenditures to be approximately $25.5 million for the year ending December 31, 2004.

         Expansion capital expenditures increased by $39.2 million to $44.0 million for the first six months of 2004 compared with the prior year comparable period. Expansion capital spending for the first half of 2004 was principally for three acquisitions: the Eagle Point logistics assets, which were purchased for $20.0 million from Sunoco R&M on March 30, 2004; two refined product terminals located in Baltimore, Maryland and Manassas, Virginia, which were purchased from ConocoPhillips for $12 million on April 28, 2004; and an additional 33.3 percent undivided interest in the Harbor pipeline, which was acquired June 28, 2004 from an affiliate of El Paso corporation for $7.3 million. As a result of the purchase of the additional interest in the Harbor pipeline, the Partnership increased its ownership to 66.7 percent and will continue to be the operator of this pipeline. Expansion capital spending for the first half of 2003 was primarily for the construction of two new tanks and a pump station at the Nederland Terminal.

         The Partnership expects to fund capital expenditures, including any acquisitions, from cash provided by operations and, to the extent necessary, from the proceeds of borrowings under the Credit Facility and other borrowings and the issuance of additional common units. The Credit Facility matures on January 31, 2005. It is management’s intent to renew the Credit Facility during the second half of 2004.

Item 3. Quantitative and Qualitative Disclosures about Market Risk

         The Partnership is exposed to various market risks, including volatility in crude oil commodity prices and interest rates. To manage such exposures, inventory levels and expectations of future commodity prices and interest rates are monitored when making decisions with respect to risk management. The Partnership has not entered into derivative transactions that would expose it to price risk.

     The $250 million Credit Facility exposes the Partnership to interest rate risk since it bears interest at a variable rate (2.0 percent at June

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30, 2004). A one percent change in interest rates changes annual interest expense by approximately $645,000 based upon outstanding borrowings under the Credit Facility of $64.5 million at June 30, 2004.

Forward-Looking Statements

         Some of the information included in this quarterly report on Form 10-Q contains “forward-looking” statements, as such term is defined in Section 27A of the Securities Act of 1933 and Section 21E of the Exchange Act, and information relating to the Partnership that is based on the beliefs of its management as well as assumptions made by and information currently available to management.

         Forward-looking statements discuss expected future results based on current and pending business operations, and may be identified by words such as “anticipates”, “believes”, “expects”, “planned”, “scheduled” or similar expressions. Although management of the Partnership believes these forward-looking statements are reasonable, they are based upon a number of assumptions, any or all of which may ultimately prove to be inaccurate. Statements made regarding future results are subject to numerous assumptions, uncertainties and risks that may cause future results to be materially different from the results stated or implied in this document.

         The following are among the important factors that could cause actual results to differ materially from any results projected, forecasted, estimated or budgeted:

•		Changes in the demand both for crude oil we buy and sell, as well as for crude oil and refined petroleum products that we store and distribute;
•		Changes in demand for storage in the Partnership’s petroleum product terminals;
•		The loss of Sunoco R&M as a customer or a significant reduction in its current level of throughput and storage with the Partnership;
•		An increase in the competition encountered by the Partnership’s petroleum products terminals, pipelines and crude oil acquisition and marketing operations;
•		Changes in the throughput on petroleum pipelines owned and operated by third parties and connected to the Partnership’s petroleum product pipelines and terminals;
•		Changes in the financial condition or operating results of joint ventures or other holdings in which the Partnership has an equity ownership interest;
•		Changes in the general economic conditions in the United States;
•		Changes in laws and regulations to which the Partnership is subject, including federal, state, and local tax, safety, environmental and employment laws;
•		Phase-outs or restrictions on the use of MTBE;
•		Improvements in energy efficiency and technology resulting in reduced demand;

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•		The Partnership’s ability to manage rapid growth;
•		The Partnership’s ability to control costs;
•		The effect of changes in accounting principles and tax laws and interpretations of both;
•		Global and domestic economic repercussions from terrorist activities and international hostilities and the government’s response thereto;
•		The occurrence of operational hazards or unforeseen interruptions for which the Partnership may not be adequately insured;
•		Changes in the reliability and efficiency of the Partnership’s operating facilities or those of Sunoco R&M or third parties;
•		Changes in the expected level of environmental remediation spending;
•		Changes in insurance markets resulting in increased costs and reductions in the level and types of coverage available;
•		The Partnership’s ability to successfully consummate announced acquisitions or expansions and integrate them into existing business operations;
•		Risks related to labor relations;
•		Non-performance by major customers, suppliers or other business partners;
•		Price trends and overall demand for refined petroleum products, crude oil and natural gas liquids in the United States, economic activity, weather, alternative energy sources, conservation and technological advances which may affect price trends and demand for the Partnership’s business activities;
•		Changes in the Partnership’s tariff rates, implemented by federal and/or state government regulators;
•		The amount of the Partnership’s indebtedness, which could make the Partnership vulnerable to general adverse economic and industry conditions, limit the Partnership’s ability to borrow additional funds, place it at competitive disadvantages compared to competitors that have less debt or have other adverse consequences;
•		Restrictive covenants in the Partnership’s or Sunoco, Inc.’s credit agreements;
•		Changes in the Partnership’s or Sunoco, Inc.’s credit ratings, as assigned by ratings agencies;
•		The condition of the debt capital markets and equity capital markets in the United States, and the Partnership’s ability to raise capital in a cost-effective way;
•		Changes in interest rates on the Partnership’s outstanding debt, which could increase the costs of borrowing;
•		The political and economic stability of the oil producing nations of the world; and

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•

The costs and effects of legal and administrative claims and proceedings against the Partnership or its subsidiaries, and changes in the status of litigation to which the Partnership is a party.

     These factors are not necessarily all of the important factors that could cause actual results to differ materially from those expressed in any of the Partnership’s forward-looking statements. Other unknown or unpredictable factors could also have material adverse effects on future results. The Partnership undertakes no obligation to update publicly any forward-looking statement whether as a result of new information or future events.

Item 4. Controls and Procedures

         (a) As of the end of the fiscal quarter covered by this report, the Partnership carried out an evaluation, under the supervision and with the participation of the management of Sunoco Partners LLC, the Partnership’s general partner (including the President and Chief Executive Officer of Sunoco Partners LLC and the Vice President and Chief Financial Officer of Sunoco Partners LLC), of the effectiveness of the design and operation of the Partnership’s disclosure controls and procedures pursuant to Exchange Act Rule 13a-15. Based upon that evaluation, the President and Chief Executive Officer of Sunoco Partners LLC and the Vice President and Chief Financial Officer of Sunoco Partners LLC concluded that the Partnership’s disclosure controls and procedures are effective.

         (b) No change in the Partnership’s internal controls over financial reporting has occurred during the fiscal quarter covered by this report that has materially affected, or that is reasonably likely to materially affect, the Partnership’s internal control over financial reporting.

         (c) Disclosure controls and procedures are designed to ensure that information required to be disclosed in the Partnership reports filed or submitted under the Exchange Act is recorded, processed, summarized and reported within the time periods specified by the rules and forms of the Securities and Exchange Commission. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in the Partnership reports under the Exchange Act is accumulated and communicated to management, including the President and Chief Executive Officer of Sunoco Partners LLC and the Vice President and Chief Financial Officer of Sunoco Partners LLC, as appropriate, to allow timely decisions regarding required disclosure.

PART II

OTHER INFORMATION

Item 1. Legal Proceedings

         There are certain legal and administrative proceedings arising prior to the February 2002 IPO pending against the Partnership’s Sunoco-affiliated predecessors and the Partnership (as successor to certain liabilities of those predecessors). Although the ultimate outcome of these proceedings cannot be ascertained at this time, it is reasonably possible that some of them may be resolved unfavorably. Sunoco, Inc. has agreed to indemnify the Partnership for any losses it may suffer as a result of these pending legal actions.

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     There are certain other pending legal proceedings related to matters arising after the February 2002 IPO that are not indemnified by Sunoco, Inc. Management believes that any liabilities that may arise from these legal proceedings will not be material to the Partnership’s financial position at June 30, 2004.

Item 2. Changes in Securities and Uses of Proceeds

     On April 7, 2004, the Partnership sold 3.4 million common units in a public offering for total gross proceeds of $135.1 million. The units were issued under the Partnership’s previously filed $500 million universal shelf registration statement, of which approximately $365 remains available. The sale of the units resulted in net proceeds of $128.8 million, after underwriters’ commissions and legal, accounting, and other transaction expenses. Net proceeds from the sale were used to (1) redeem approximately 2.2 million common units from Sunoco for $83.1 million, (b) replenish cash utilized to acquire the Eagle Point logistics assets for $20.0 million, (c) finance the acquisition of the two refined product terminals from ConocoPhillips for $12.0 million, (d) finance the acquisition of an additional 33.3 percent undivided interest in the Harbor pipeline for $7.3 million, and (e) for general partnership purposes, including to replenish cash used for past acquisitions and capital improvements, and for other expansion, capital improvements or acquisition projects. As a result of this net issuance of 1.2 million common units, the Partnership also received $1.0 million from its general partner as a capital contribution to maintain its 2.0 percent general partner interest. After the redemption of its units, Sunoco’s ownership interest in the Partnership decreased from 75.3 percent to 62.6 percent, including its 2.0 percent general partner interest.

Item 3. Defaults Upon Senior Securities

None

Item 4. Submission of Matters to a Vote of Security Holders

None

Item 5. Other Information

None

Item 6. Exhibits and Reports on Form 8-K

(a)

Exhibits

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	(b)		Reports on Form 8-K
			Current report on Form 8-K, dated April 5, 2004, filed pursuant to Item 5 in connection with the entering of an underwriting agreement with respect to the issue and sale of limited partner units in a public offering.
			Current report on Form 8-K, dated April 22, 2004, furnished pursuant to Item 9 and Item 12 in connection with the announcement of earnings for the first quarter 2004.
			Current report on Form 8-K, dated July 21, 2004, furnished pursuant to Item 9 and Item 12 in connection with announcement of earnings for second quarter 2004.
			Current reports listed above as “furnished” under Item 9 and Item 12 are not deemed “filed” with the SEC and are not incorporated by reference herein or in any other SEC filings.

We are pleased to furnish this Form 10-Q to unitholders who request it by writing to:

or through our website at www.sunocologistics.com.

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SIGNATURE

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 thereunto duly authorized.

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