EXHIBIT 8.1

                                November 4, 2002

Star Gas Partners, L.P.
2187 Atlantic Street
Stamford, CT  06902

                  Re:  Registration Statement on Form S-3
                       ----------------------------------

Ladies and Gentlemen:

         We have acted as special counsel to Star Gas Partners, L.P. (the
"Partnership") in connection with the registration and offering (the "Offering")
of up to $200,000,000 of equity and/or debt securities in the Partnership,
including common units of limited partner interest (the "Common Units") pursuant
to the Registration Statement on Form S-3 of the Partnership (the "Registration
Statement"). In connection therewith, we have participated in the preparation of
the discussion (the "Discussion") set forth under the caption "Federal Income
Tax Considerations" in the prospectus included in the Registration Statement
(the "Prospectus"). Capitalized terms used and not otherwise defined herein are
used as defined in the Prospectus.

         The Discussion, subject to the qualifications stated therein,
constitutes our opinion as to the material United States federal income tax
consequences for purchasers of Common Units pursuant to the Offering as of the
date set forth above. We assume no obligation to update this opinion.

         We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the use of our name in the Discussion. The
issuance of such consent does not concede that we are an "expert" for the
purposes of the Securities Act of 1933.

                                                 Very truly yours,

                                                 PHILLIPS NIZER LLP


                                                 By:   /s/ Brian Brodrick
                                                    ------------------------
                                                       Brian Brodrick, Partner