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: January 25, 2002

                                  SUNOCO, INC.
             (Exact name of registrant as specified in its charter)

       Pennsylvania            1-6841                  23-1743282
       ------------            ------                  ----------
       (State or other         (Commission             (IRS employer
        jurisdiction of         file number)            identification
        incorporation)                                  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)

Item 5.  Other Events.

     In connection with an amendment to the Form S-1 relating to a previously
announced initial public offering by its subsidiary, Sunoco Logistics Partners
L.P., Sunoco, Inc. is filing this report on Form 8-K to update certain
disclosures concerning environmental matters that were contained in its Form
10-Q for the third quarter of 2001.

     (a) Low-Sulfur Gasoline and Diesel Rules. In December 1999, the U.S.
Environmental Protection Agency ("EPA") adopted a rule under the Clean Air Act
which phases in limitations on the sulfur content of gasoline beginning in 2004
and, in January 2001, adopted another rule which will require limitations on the
allowable sulfur content of diesel fuel beginning in 2006. These rules are
expected to have a significant impact on Sunoco and its operations primarily
with respect to the capital and operating expenditures at the Philadelphia,
Marcus Hook and Toledo refineries. Sunoco believes that most of the capital
spending in connection with the gasoline and diesel rules is likely to occur in
the 2002-2006 period, while the higher operating costs will be incurred when the
low-sulfur fuels are produced. The Company estimates that the total capital
outlays to comply with the new gasoline and diesel requirements will be in the
range of $300-$400 million. The ultimate impact of the rules may be affected by
such factors as technology selection, the effectiveness of banking and trading
credit systems, production mix, timing uncertainties created by permitting
requirements and construction schedules and any effect on prices created by
changes in the level of gasoline and diesel fuel production.

     (b) EPA New Source Review and Prevention of Significant Deterioration
("NSR/PSD") Program. Since the late 1990s, the EPA has undertaken significant
enforcement initiatives under the NSR/PSD program. The basic premise of the
enforcement initiatives is the EPA's assertion that many industrial
establishments have modified or expanded their operations over time without
complying with NSR/PSD regulations that require permits and new emission
controls in connection with any significant facility modifications or expansions
that can result in emissions increases above certain thresholds. Sunoco received
information requests in 2000 in connection with the NSR/PSD enforcement
initiative and has provided additional clarification to the EPA in response to
these requests. Sunoco has received notices of violation from the EPA relating
to its Marcus Hook, Philadelphia and Toledo refineries. Sunoco is currently
evaluating its position. Although Sunoco does not believe that it has violated
any NSR/PSD requirements, as part of the EPA's initiative, Sunoco could be
required to make significant capital expenditures.

     (c) EPA Mobile Source Air Toxics ("MSAT") Rule. During 2001, the EPA issued
its final MSAT rule, which addresses emissions of toxic air pollutants from
mobile sources. The rule is currently being challenged by certain environmental
organizations and a number of states, and by a member of the petroleum industry.
It requires refiners to produce gasoline which maintains their average 1998-2000
gasoline toxic emission performance levels. If the rule survives the challenges
and if MTBE is banned, it could result in additional expenditures or reductions
in reformulated gasoline production levels.


     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.


     Joseph P. Krott
     (Principal Accounting Officer)

DATE January 24, 2002