UNITED STATES

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: August 2, 2011

Date of earliest event reported: July 28, 2011

SUNOCO LOGISTICS PARTNERS L.P.

(Exact name of registrant as specified in its charter)

(215) 977-3000

(Registrant’s telephone number, including area code)

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

On July 28, 2011, 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, attached as Exhibit 1.1 hereto and incorporated by reference herein, with the underwriters named therein with respect to the issuance and sale by the Operating Partnership of (i) $300 million in aggregate principal amount of 4.650% senior notes due 2022 (the “2022 Notes”) and (ii) $300 million in aggregate principal amount of 6.100% senior notes due 2042 (the “2042 Notes,” and together with the 2022 Notes, the “Notes”), in an underwritten public offering (the “Offering”). The Notes sold in the Offering 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), as amended by Post-Effective Amendment No. 1 thereto.

The Notes were issued under an indenture dated as of December 16, 2005 as supplemented by (i) a Fifth Supplemental Indenture, dated August 2, 2011, attached as Exhibit 1.2 hereto and incorporated by reference herein, between the Partnership, the Operating Partnership and U.S. Bank National Association, as trustee and (ii) a Sixth Supplemental Indenture, dated August 2, 2011, attached as Exhibit 1.3 hereto and incorporated by reference herein, between the Partnership, the Operating Partnership and U.S. Bank National Association, as trustee.

The closing of the Offering will occur on August 2, 2011.

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.

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.

August 2, 2011

Philadelphia, PA

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