8-K

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: March 28, 2003

SUNOCO, INC.

(Exact name of registrant as specified in its charter)

Pennsylvania	1-6841	23-1743282
(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)

Item 5. Other Events.

On March 27, 2003, Sunoco, Inc. (the “Company”) issued a press release announcing that it had signed definitive agreements with Equistar Chemicals, L.P. (a joint venture between Lyondell Chemical Company and Millennium Chemicals Inc.) to:

(1) form a new limited partnership involving Equistar’s LaPorte, TX ethylene facility; and

(2) purchase Equistar’s Bayport polypropylene facility at Pasadena, TX.

The Company will pay a total consideration of $190 million plus the value of the polypropylene inventory to purchase the Bayport facility and form the partnership. A copy of the press release is attached hereto as Exhibit 99.1.

Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.

(c)    Exhibits

99.1 Sunoco, Inc. Press Release dated March 27, 2003.

99.2 Slide presentation given March 28, 2003 by executives of Sunoco, Inc. during investor teleconference.

Item 9. Regulation FD Disclosure.

On March 28, 2003, certain executives of Sunoco, Inc. (the “Company”) held a teleconference to discuss the Company’s new limited partnership involving Equistar Chemicals, L.P.’s LaPorte, TX ethylene facility; and the Company’s purchase of Equistar’s Bayport polypropylene facility at Pasadena, TX. A copy of the slide presentation given during this teleconference is attached to this report as Exhibit 99.2, and the slides thereof are incorporated by reference herein. The information in Item 9 of this report is being furnished, not filed, pursuant to Regulation FD. Accordingly, the information in Item 9 of this report will not be incorporated by reference into any registration statement filed by the Company under the Securities Act of 1933, as amended, unless specifically identified therein as being incorporated therein by reference. The furnishing of the information in Item 9 of this this report is not intended to, and does not, constitute a determination or admission by the Company that the information in this report is material or complete, or that investors should consider this information before making an investment decision with respect to any security of the Company or any of its affiliates.

Safe Harbor Statement

Statements contained in the exhibits to this report that state the Company’s or its management’s expectations or predictions of the future are forward-looking statements intended to be covered by the safe harbor provisions of the Securities Act of 1933 and the Securities Exchange Act of 1934. The Company’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 Company has filed with the Securities and Exchange Commission.

2

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.

SUNOCO, INC.

By:	/s/    JOSEPH P. KROTT
	Joseph P. Krott
	Comptroller
	(Principal Accounting Officer)

DATE March 28, 2003

EXHIBIT INDEX

Exhibit Number	Exhibit
99.1	Sunoco, Inc. Press Release dated March 27, 2003.
99.2	Slide presentation given March 28, 2003 by executives of Sunoco, Inc. during investor teleconference.

EX-99.1

EXHIBIT 99.1

SUNOCO AGREES TO LONG-TERM PROPYLENE PARTNERSHIP ARRANGEMENT WITH EQUISTAR;  PURCHASE OF BAYPORT POLYPROPYLENE UNIT IN PASADENA, TEXAS

PHILADELPHIA, March 27, 2003 — Sunoco, Inc. (NYSE: SUN) today announced that it has signed a definitive agreement with Equistar Chemicals, L.P., a joint venture between Lyondell Chemical Company (NYSE: LYO) and Millennium Chemicals Inc. (NYSE: MCH), to form a new limited partnership involving Equistar’s La Porte, TX ethylene facility. In connection with this partnership, Equistar and the partnership will enter into a 700 million pounds-per-year, 15-year propylene supply contract with Sunoco. The majority of Sunoco’s purchases will be priced on a cost-based formula that includes a fixed discount. Equistar will continue to manage and operate the La Porte facility for the partnership. Sunoco will also be purchasing Equistar’s Bayport polypropylene facility at Pasadena, TX, which has an annual capacity of 400 million pounds. Sunoco will pay a total consideration of $190 million plus the value of the polypropylene inventory to purchase the Bayport facility and form the partnership.

“This transaction complements and enhances our polypropylene position”, said Sunoco Chairman and Chief Executive Officer, John G. Drosdick. “Through the partnership with Equistar, a major producer of propylene, we have secured a favorable long-term supply of propylene for our Gulf Coast polypropylene business. We have also added to our polypropylene position with the acquisition of the Bayport plant. Securing supply through backward integration, and increasing our polypropylene capacity will strengthen our market position in this business.”

Sunoco currently operates an 800 million pounds-per-year polypropylene plant at La Porte, TX, as well as polypropylene facilities at Neal, WV and Marcus Hook, PA. This acquisition enhances Sunoco’s position as one of the largest North American polypropylene producers, with an operational capacity of 2.5 billion pounds.

This transaction is expected to be immediately accretive to earnings and cash flow. It is expected to close, subject to certain conditions, by March 31, 2003.

Sunoco will conduct a conference call to discuss the transaction on Friday, March 28, 2003 at 10:00 a.m. ET. An audio webcast of the call as well as speakers’ presentation slides will be available on Sunoco’s Web site www.Sunocoinc.com. It is suggested that you visit the site prior to the webcast to ensure that you have downloaded any necessary software.

Sunoco, Inc., headquartered in Philadelphia, PA, is a leading manufacturer and marketer of petroleum and petrochemical products. With 730,000 barrels per day of refining capacity, over 4,300 retail sites selling gasoline and convenience items, interests in over 10,000 miles of crude oil and refined product pipelines and 34 product terminals, Sunoco is one of the largest independent refiner-marketers in the United States.

Sunoco is a growing force in petrochemicals with over five billion pounds of annual production capacity, largely chemical intermediates used in the manufacture of fibers, plastics, film and resins. Utilizing a proprietary technology, Sunoco also manufactures two million tons annually of high quality blast furnace coke for use in the steel industry.

NOTE: Those statements made in this release that are not historical facts are forward-looking statements intended to be covered by the safe harbor provisions of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Although Sunoco believes that the assumptions underlying these statements are reasonable, investors are cautioned that such forward-looking statements are inherently uncertain and necessarily involve risks that may affect Sunoco’s business prospects and performance causing actual results to differ from those discussed in the foregoing release. Such risks and uncertainties include, by way of example and not of limitation: general business and economic conditions; competitive products and pricing; changes in refining, chemical and other product margins; variation in petroleum-based commodity prices and availability of crude oil supply or transportation; fluctuations in supply of feedstocks and demand for products manufactured; changes in operating conditions and costs; changes in the level of environmental remediation spending; potential equipment malfunction; potential labor relations problems; the legislative and regulatory environment; plant construction/repair delays; nonperformance by major customers or suppliers; and political and economic conditions, including the impact of potential terrorist acts and international hostilities. These and other applicable risks and uncertainties have been described more fully in Sunoco’s 2002 Form 10-K filed on March 7, 2003 and in other periodic reports filed with the Securities and Exchange Commission. Sunoco undertakes no obligation to update any forward-looking statements in this release, whether as a result of new information or future events.

EX-99.2

Exhibit 99.2