Item 2.05. Costs Associated with Exit or Disposal Activities.

On March 9, 2009, management of Sunoco, Inc. (the "Company") approved the first phase of a previously announced Business Improvement Initiative to reduce costs and improve business processes. Implementation of this phase of the initiative is underway. The goal of the Business Improvement Initiative is to reduce pretax costs by more than $300 million on an annualized basis by year-end 2009. The reduced costs are attributable to a workforce reduction of approximately 750 positions, or approximately 20 percent of the salaried workforce, as well as expected savings in energy costs, and the use of materials, equipment and contract services. This phase of the review included all business and operations support functions, as well as operations at the Philadelphia and Marcus Hook refineries.

In connection with the first phase of the initiative, the Company expects to establish a pretax accrual ranging from $60-$70 million ($35-$40 million after tax) in the first quarter of 2009. Of this amount, approximately $45-$50 million ($25-$30 million after tax) pertains to employee severance and related cash costs, which are expected to be paid out over approximately one year, with the balance attributable to a noncash provision for pension and postretirement curtailment losses. The Company also plans to offer hourly employees in certain identified areas the opportunity to express their interest in leaving the Company and receiving severance. The charges identified above do not include any costs related to these hourly employees. As a result of the workforce reduction, the Company may also incur noncash settlement losses in its defined benefit pension plans during 2009. However, the amount and timing of any such losses cannot be estimated at this time.

A copy of the Company's news release announcing this restructuring is attached to this report as Exhibit 99.1 and is incorporated by reference.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

99.1 Sunoco, Inc. Press Release, dated March 13, 2009.

Safe Harbor Statement

Statements contained in this report, or in the exhibit 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.

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