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 21, 2001



                                  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.
        -------------

     On March 21, 2001, Sunoco, Inc. issued a press release announcing the
shutdown of its Yabucoa, Puerto Rico refinery and lubricants blend plants in
Marcus Hook, PA, Tulsa, OK and Richmond, CA. The Company also separately
announced that it expects operating income in the first quarter of 2001 in the
range of $1.00 to $1.11 per share ($85 to $95 million). A copy of such 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 21, 2001.


                                   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 21, 2001


                                  EXHIBIT INDEX
                                  -------------

Exhibit
Number                                Exhibit
- ------- ---------------------------------------------------------------

  99.1  Sunoco, Inc. Press Release dated March 21, 2001.

EX-99.1

                                                                    EXHIBIT 99.1

   SUNOCO ANNOUNCES SHUTDOWN OF YABUCOA, PUERTO RICO REFINERY AND THREE BLEND
  PLANTS; EXPECTS OPERATING INCOME IN FIRST QUARTER 2001 OF $1.00 TO $1.11 PER
                                     SHARE

     PHILADELPHIA, March 21 -- Sunoco, Inc. (NYSE: SUN) today announced its plan
to shut down its Yabucoa, Puerto Rico refinery and lubricants blend plants in
Marcus Hook, PA, Tulsa, OK and Richmond, CA. The refinery will be shut down in
May, while the Marcus Hook blend plant, which handles products from Yabucoa,
will be shut down in early July when its inventories are depleted. The timing of
the Tulsa and Richmond shutdowns has not yet been finalized. Previously, Sunoco
had signed a letter of intent to sell the Tulsa and Richmond blend plants, but
the parties were unable to come to a final resolution on this arrangement and
discussions have been terminated. Efforts continue to sell the Yabucoa refinery.
The company will continue to operate its Tulsa refinery to make the current
slate of fuels and lubricant products for sale into the wholesale markets.

     John G. Drosdick, Sunoco's Chairman, CEO and President said, "Last
September we announced our intention to exit a significant portion of our
lubricants business -- branded marketing under the Kendall(R) and Sunoco(R)
labels and manufacturing at our Yabucoa refinery. These decisions were made
because these assets had not generated a sufficient return on capital employed."
Drosdick continued, "Over the past six months, we have had discussions with a
number of parties interested in purchasing these assets, but we have been unable
to reach an agreement to sell the refinery or the lubricants blend facilities.
Throughout the restructuring process, we have carefully considered the impact on
our employees and the surrounding communities of shutting down these facilities.
However, with the impending sale of our branded business and the absence of
acceptable offers for the other assets held for sale, we must now move forward
with the shutdown process and conclude the restructuring of this business. We
will continue to consider any credible purchase offers for the refinery which we
receive in the future."

     The company previously announced that it had signed a letter of intent to
sell its Kendall(R) motor oil brand, and the customer lists and other related
assets for both the Sunoco(R) and Kendall(R) brand labels to Tosco Corporation.
A definitive agreement has now been signed with Tosco and the transaction is
expected to close by no later than March 31. The Sunoco trademark is not part of
the sale.

     In the third quarter of 2000, Sunoco recorded a $123 million after-tax non-
cash charge to write-down its lubricants assets held for sale to their estimated
net realizable values. In connection with the decision to shut down the
facilities discussed above, Sunoco will recognize an after-tax charge of
approximately $55 million in the first half of 2001 for employee terminations
and other required exit costs. Actual expenditures for these items will occur
over several years. However, liquidation of related working capital over the
next few quarters is expected to generate cash flow in excess of these
expenditures and could result in a significant gain, which would partially
offset the shutdown charge.


     Sunoco separately announced today that it expects operating income in the
range of $1.00 to $1.11 per share ($85 to $95 million) for the first quarter of
2001. The company indicated that this compares to the current consensus estimate
of $.98 per share for the first quarter of 2001 and operating earnings of $.75
per share for the first quarter of 2000.

     Sunoco, Inc. (NYSE: SUN), headquartered in Philadelphia, PA, is a leading
manufacturer and marketer of petroleum and petrochemical products. With 730,000
barrels per day of refining capacity, almost 3,900 retail sites selling gasoline
and convenience items, interests in over 10,000 miles of crude oil and refined
product pipelines and 35 product terminals, Sunoco is one of the largest
independent refiner-marketers in the United States. Sunoco is a growing force in
petrochemicals with over nine billion pounds of annual production capacity,
largely chemical intermediates used in the manufacture of fibers, plastics, film
and resins. Utilizing a unique, patented technology, Sunoco also manufactures
almost two million tons annually of high-quality metallurgical-grade coke for
use in the steel industry. For additional information, visit Sunoco's web site
at www.SunocoInc.com.

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 industry-
wide refined product and chemical margins; 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; and plant construction/repair delays. These and other applicable
risks and uncertainties have been described more fully in Sunoco's 2000 Form 10-
K filed with the Securities and Exchange Commission on March 1, 2001. Sunoco
undertakes no obligation to update any forward-looking statements in this
release, whether as a result of new information or future events.