SEC Form 4

FORM 4		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
X	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* TAAP LP (Last) (First) (Middle) 10 PEACHTREE PLACE NE (Street) ATLANTA GA 30309 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol HERITAGE PROPANE PARTNERS L P [ HPG ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director 10% Owner Officer (give title below) X Other (specify below) See footnote 1
	3. Date of Earliest Transaction (Month/Day/Year) 01/20/2004
	4. If Amendment, Date of Original Filed (Month/Day/Year) 01/22/2004	6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X 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. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction 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(1)(2)	01/20/2004		S		4,426,916(3)	D	$0(4)	180,028(5)	I	See footnotes 3, 5

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction 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 (Month/Day/Year)		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: 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

1. Name and Address of Reporting Person* TAAP LP (Last) (First) (Middle) 10 PEACHTREE PLACE NE (Street) ATLANTA GA 30309 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director 10% Owner Officer (give title below) X Other (specify below) See footnote 1

1. Name and Address of Reporting Person* TAAP GP LLC (Last) (First) (Middle) 10 PEACHTREE PLACE NE (Street) ATLANTA GA 30309 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director 10% Owner Officer (give title below) X Other (specify below) See footnote 2

Explanation of Responses:

1. Prior to the series of transactions occurring on January 20, 2004, the Reporting Person would have been a 10% owner.

2. The Reporting Person is the general partner of TAAP LP, which prior to the series of transactions occurring on January 20, 2004 , would have been a 10% owner.

3. These units were previously owned indirectly through, and reported by, Heritage Holdings, Inc., a subsidiary of the Reporting Persons until the stock of such subsidiary was sold on January 20, 2004.

4. On January 20, 2004, the Reporting Persons sold 100% of the stock of Heritage Holdings, Inc., the holder of the reported securities, for an aggregate purchase price of $100 million.

5. These units were previously owned, and were reported by, U.S. Propane, L.P., whose general partner is U.S. Propane, L.L.C. In connection with the sale of the interests in each of these aforementioned enities on January 20, 2004, these units were distributed to TAAP LP, whose general partner is TAAP GP LLC. The Reporting Persons are no longer subject to reporting requirements.

Remarks:

This Form 4/A amends the Form 4 filing dated January 22, 2004, to add the Reporting Persons as two additional persons to the previous filing which contained a total of nine persons reporting. The Reporting Persons in this form included the affiliate referenced in footnote 3 of the previous filing and such affiliate's general partner.

	/s/ Robert A. Burk, by Power of Attorney	01/30/2004
	** 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).
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