EXHIBIT 4.1

                           DESCRIPTION OF COMMON UNITS
                                       OF
                         SUBURBAN PROPANE PARTNERS, L.P.

GENERAL

     The common units represent 100% of the limited partner interests of
Suburban Propane Partners, L.P. ("Suburban"), which entitle the holders to
participate in distributions and exercise the rights and privileges available to
limited partners under Suburban's Third Amended and Restated Agreement of
Limited Partnership, dated as of October 19, 2006 (the "Restated Suburban
Partnership Agreement").

NUMBER OF UNITS

     As of October 19, 2006, there were 32,614,262 common units outstanding.
Suburban's general partner owns 784 common units and has no other economic
rights in either Suburban or in Suburban Propane, L.P., Suburban's operating
partnership (the "Operating Partnership").

     Under the Restated Suburban Partnership Agreement, Suburban may issue,
without further unitholder action, an unlimited number of additional limited
partner interests and other equity securities with such rights, preferences and
privileges as shall be established by Suburban's Board of Supervisors in its
sole discretion, including securities that may have special voting rights to
which holders of common units are not entitled.

LISTING

     The common units are listed on the New York Stock Exchange under the symbol
"SPH."

VOTING

     Each outstanding common unit is entitled to one vote. Suburban holds a
meeting of the unitholders every three years to elect the Board of Supervisors
and to vote on any other matters that are properly brought before the meeting.

CASH DISTRIBUTIONS

     The Restated Suburban Partnership Agreement requires Suburban to distribute
all of its "available cash", pro rata to the unitholders within 45 days
following the end of each fiscal quarter. "Available cash" generally means, with
respect to any fiscal quarter, all of Suburban's cash on hand at the end of that
quarter plus borrowings for working capital purposes, less reserves necessary or
appropriate, in the reasonable discretion of the Board of Supervisors, to
provide for the proper conduct of Suburban's business, to comply with applicable
law or agreements, or to provide funds for future distributions to partners.

RESTRICTIONS ON BUSINESS COMBINATIONS WITH CERTAIN INTERESTED UNITHOLDERS

          The Restated Suburban Partnership Agreement includes a provision based
on Section 203 of the Delaware General Corporation Law. This provision generally
prohibits Suburban from engaging in a business combination with an interested
unitholder for a period of three years following the date the person became an
interested unitholder, unless: (i) prior to the date of the transaction pursuant
to which a person becomes an interested unitholder, the Board of Supervisors
approved such transaction; (ii) the unitholder owned at least 85% of the common
units outstanding at the time such transaction commenced, excluding for purposes
of determining the number of common units outstanding, common units owned by
persons who are Supervisors or officers; or (iii) on or subsequent to the date
of the transaction, the business combination is approved by the Board of
Supervisors and authorized at an annual or special meeting of unitholders by the
affirmative vote of holders of at least 66 2/3% of the outstanding common units
that are not owned by the interested unitholder. A "business combination" is
defined generally as a merger, asset or stock sale or other transaction
resulting in a financial benefit to the interested unitholder. An "interested
unitholder" is defined generally as a person who, together with affiliates and
associates, owns or, within three years prior to the determination of interested
unitholder status, owned 15% or more of the common



units. Amendments to the provisions of the Restated Suburban Partnership
Agreement relating to business combinations with interested unitholders and any
definitions used in such provisions, would require the approval of the holders
of at least 66 2/3% of the outstanding common units. These provisions may have
an anti-takeover effect with respect to transactions the Board of Supervisors
does not approve in advance.

TRANSFER RESTRICTIONS

     Common units are securities and are transferable according to the laws
governing transfer of securities. Until a common unit has been transferred on
Suburban's books, Suburban will treat the record holder as the absolute owner
for all purposes. Transfers of common units will not be recorded by the transfer
agent or recognized by Suburban until the transferee executes and delivers a
transfer application. A purchaser or transferee of common units who does not
execute and deliver a transfer application will not receive cash distributions,
unless the common units are held in nominee or "street" name and the nominee or
broker has executed and delivered a transfer application with respect to the
common units, and may not receive federal income tax information and reports
furnished to record holders of common units. The Board of Supervisors has the
discretion to withhold its consent to accepting any such purchaser or transferee
of common units as a substitute limited partner. If the consent is withheld, the
purchaser or transferee of the common units will be an assignee and will have an
interest equivalent to that of a limited partner with respect to allocations and
distributions, including liquidation distributions. In addition, the general
partner will vote such common units at the direction of the assignee who is the
record holder of the common units.

TRANSFER AGENT AND REGISTRAR

     Suburban's transfer agent and registrar for the common units is
Computershare Trust Company, N.A. Its address is P.O. Box 43069, Providence,
Rhode Island 02940-3069 and its telephone number is 781-575-2724. The hearing
impaired may contact Computershare at TDD 800-952-9245.


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