FORM 4
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Slough Michael W 		2. Issuer Name and Ticker or Trading Symbol

SUNOCO LOGISTICS PARTNERS L.P. [ SXL ] 		5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                      _____ 10% Owner
__ X __ Officer (give title below)      _____ Other (specify below)
VP, Engr. Constr & Prcmt
(Last)          (First)          (Middle)

525 FRITZTOWN ROAD 		3. Date of Earliest Transaction (MM/DD/YYYY)

12/5/2014
(Street)

SINKING SPRING, PA 19608
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

12/9/2014 
6. Individual or Joint/Group Filing (Check Applicable Line)

_ X _ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3) 		2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. Code
(Instr. 8) 		4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5) 		5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4) 		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Units   12/5/2014     M    3586   A $0   15490   (5) D    
Common Units   12/5/2014     F    1130   D $48.04   14360   (5) D    

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3) 		2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. Code
(Instr. 8) 		5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5) 		6. Date Exercisable and Expiration Date 7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4) 		8. Price of Derivative Security
(Instr. 5) 		9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Restricted Units     (1) 12/5/2014     M         3586      (2)   (2) Common Units   3586   $0   22762   (6) D    
Restricted Units     (1) 12/5/2014     A      8227   (4)        (3)   (3) Common Units   8227   $0   30989   (6) D    

Explanation of Responses:
( 1)  Each Restricted Unit represents a contingent right to receive one Common Unit of SXL.
( 2)  Not applicable.
( 3)  The Restricted Units will vest incrementally over five years contingent upon the continued employment of the reporting person with the Company through each of the vesting dates.
( 4)  This is a grant of Restricted Units awarded on December 5, 2014 pursuant to the Sunoco Partners LLC ("Company") Long-Term Incentive Plan ("LTIP") in a transaction exempt under Rule 16b-3. Payout of the LTIP Restricted Units vests incrementally over a five-year period and is contingent only upon the continued employment to the reporting person with the Company at the time of vesting.
( 5)  The reporting person's ownership of 5,952 additional Common Units resulting from 2-for-1 split of Sunoco Logistics Partners L.P. (SXL) on June 12, 2014 was omitted from the prior filing.
( 6)  The reporting person's ownership of 13,174 additional Restricted Units resulting from 2-for-1 split of Sunoco Logistics Partners L.P. (SXL) on June 12, 2014 was omitted from the prior filing.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Slough Michael W
525 FRITZTOWN ROAD
SINKING SPRING, PA 19608

VP, Engr. Constr & Prcmt

Signatures
Peggy J. Harrison, Attorney-in-fact for Mr. Slough 12/17/2014
** Signature of Reporting Person Date


Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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