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: February 5, 2010

(Date of earliest event reported): February 2, 2010

SUNOCO LOGISTICS PARTNERS L.P.

(Exact name of registrant as specified in its charter)

(215) 977-3000

(Registrant’s telephone number, including area code)

N/A

(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:

On February 2, 2010, Sunoco Logistics Partners L.P. (the “Partnership”), its general partner, Sunoco Partners LLC (the “Selling Unitholder”), and its wholly-owned subsidiary, Sunoco Logistics Partners Operations L.P. (the “Operating Partnership”), entered into an underwriting agreement (the “Underwriting Agreement”) with Barclays Capital Inc., Citigroup Global Markets Inc., Credit Suisse Securities (USA) LLC and Wells Fargo Securities, LLC (the “Underwriters”) with respect to the offer and sale by the Selling Unitholder of up to 2,530,000 common units (which includes an option to purchase up to 330,000 additional common units to cover over-allotments) representing limited partner interests in the Partnership (the “Units”), in an underwritten public offering (the “Offering”). The Underwriters are offering the Units at an initial offering price to the public of $ 66.85 per Unit. The Units to be issued pursuant to the Underwriting Agreement were registered under the Securities Act of 1933, as amended, pursuant to an effective shelf registration statement on Form S-3 (File No. 133-155644), as amended by Post-Effective Amendment No.1 thereto. A copy of the Underwriting Agreement is filed as Exhibit 1.1 to this report and is incorporated by reference herein.

The closing of the Offering is expected to occur on February 5, 2010.

In addition, the Partnership issued a press release on February 2, 2010 announcing the pricing of the Units. A copy of the press release is attached hereto as Exhibit 99.1.

(d) Exhibits

Forward-Looking Statement

Statements contained in the exhibits to this report that state the Partnership’s or its management’s expectations or predictions of the future are forward-looking statements. The Partnership’s actual results could differ materially from those projected in such forward-looking statements. Factors that could affect those results include those mentioned in the documents that the Partnership has filed with the Securities and Exchange Commission.

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.

February 5, 2010

Philadelphia, PA

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