On April 14, 2009, Sunoco Logistics Partners L.P., (the "Partnership") and its wholly-owned subsidiary, Sunoco Logistics Partners Operations L.P. (the "Operating Partnership"), entered into an underwriting agreement (the "Underwriting Agreement") with Citigroup Global Markets Inc., Barclays Capital Inc. and UBS Securities LLC, as representatives of the underwriters (the "Underwriters") with respect to the issue and sale by the Partnership 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 $50.60 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). 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 April 17, 2009.

In addition, the Partnership issued a press release on April 14, 2009 announcing the pricing of the Units. A copy of the press release is attached hereto as Exhibit 99.1.

(d) Exhibits

Exhibit No.      Exhibit
 1.1             Underwriting Agreement dated as of April 14, 2009 by and among
                 Sunoco Logistics Partners Operations L.P., Sunoco Logistics
                 Partners L.P., Sunoco Logistics Partners GP LLC, Sunoco Partners
                 LLC and Citigroup Global Markets Inc., Barclays Capital Inc. and
                 UBS Securities LLC, and as representatives of several underwriters
                 named therein.

 5.1             Opinion of Vinson & Elkins L.L.P.

 8.1             Opinion of Vinson & Elkins L.L.P. relating to tax matters

23.1             Consent of Vinson & Elkins L.L.P. (included in its opinions filed
                 as Exhibit 5.1 and Exhibit 8.1 hereto)

99.1             Press release dated April 14, 2009.

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.