Mail Stop 3561

								            April 28, 2006

Mr. Robert M. Plante
Vice President and Chief Financial Officer
Suburban Propane Partners, L.P.
240 Route 10 West
Whippany, NJ 07981

		RE:	Suburban Propane Partners, L.P.
			Form 10-K for Fiscal Year Ended September 24, 2005
			Filed December 5, 2005
Form 10-Q for Fiscal Quarter Ended December 24, 2005
			File No. 1-14222

Dear Mr. Plante:

	We have reviewed your filings and have the following
comments.
We have limited our review to only your financial statements and
related disclosures and do not intend to expand our review to
other
portions of your documents.  Where indicated, we think you should
revise your disclosures in future filings in response to these
comments.  If you disagree, we will consider your explanation as
to
why our comment is inapplicable or a revision is unnecessary.
Please
be as detailed as necessary in your explanation. In some of our
comments, we may ask you to provide us with information so we may
better understand your disclosure.  After reviewing this
information,
we may raise additional comments.

	Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your
filings.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.











Form 10-K for Fiscal Year Ended September 24, 2005

Selected Financial Data, page 12

1. Based on your disclosures here and elsewhere throughout the
document, we note that you are presenting EBITDA as a measure of
your
liquidity.  In future filings please revise your disclosures here
and
each place where EBITDA is presented to comply with Item 10(e) of
Regulation S-K as follows:
a. Because the measure you present is calculated differently than
EBITDA as defined in SEC Release No. 33-8176, please re-
characterize
the measure as Adjusted EBITDA, or use an otherwise appropriate
label.  In this regard, you have adjusted GAAP net income to
exclude
not only interest, taxes, depreciation and amortization, but also
loss on debt extinguishment.  Refer to Question 14 of our
Frequently
Asked Questions Regarding the Use of Non-GAAP Financial Measures
available on our website at www.sec.gov (the Non-GAAP FAQ).
b. Disclose the additional purposes, if any, for which you use the
non-GAAP financial measure.   Refer to Item 10(e)(1)(i)(D) of
Regulation S-K.

Management`s Discussion and Analysis of Financial Condition and
Results..., page 15

Contractual Obligations, page 33

2. Please revise your contractual obligations table in future
filings
to include estimated interest payments on your debt.  Because the
table is aimed at increasing transparency of cash flow, we believe
interest payments should be included in the table.  If you choose
not
to include these payments, a footnote to the table should clearly
identify the excluded item and provide any additional information
that is material to an understanding of your cash requirements.
See
Section IV.A and footnote 46 to the Commission`s MD&A Guidance
issued
December 19, 2003 available at www.sec.gov.

Financial Statements, page F-1

Notes to Consolidated Financial Statements, page F-8

Note 2.  Summary of Significant Accounting Policies, page F-9

Derivative Instruments and Hedging Activities, page F-9

3. Please tell us how you justify classifying unrealized gains and
losses on derivative instruments that are not designated as hedges
as
operating expenses and later reclassifying realized gains and
losses
to cost of products sold.  Please tell us the dollar impact on
operating expenses and cost of products sold for all periods
presented.  We do not believe that the presentation of unrealized
gains and losses in one income statement line item with
reclassification of realized gains and losses to another income
statement line item is appropriate.  Refer to paragraphs 238 and
349-
350 in the Basis for Conclusions to SFAS 133.

Long-Lived Assets, page F-10

4. Tanks and cylinders constitute the majority of your equipment
balance.  You disclose that equipment is being depreciated over
periods ranging from 3 to 40 years.  Please disclose in greater
detail the periods over which each of your primary categories of
tanks and cylinders are being depreciated consistent with your
response to comment 44 in your letter to us dated May 20, 2003.
Show
us how your revised disclosures will read in future filings.

	As appropriate, please respond to these comments within 10
business days or tell us when you will provide us with a response.
Please furnish a response letter that keys your responses to our
comments and provides any requested information.  Detailed cover
letters greatly facilitate our review.  Please file your response
letter as a correspondence file on EDGAR.  Please understand that
we
may have additional comments after reviewing your responses to our
comments.

	We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings to be certain that the
filings include all information required under the Securities
Exchange Act of 1934 and that they have provided all information
investors require for an informed investment decision.  Since the
company and its management are in possession of all facts relating
to
a company`s disclosure, they are responsible for the accuracy and
adequacy of the disclosures they have made.

	In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that:

* the company is responsible for the adequacy and accuracy of the
disclosure in the filing;

* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filing; and

* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

	In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filings or
in
response to our comments on your filings.

	You may contact Staff Accountant Ta Tanisha Henderson at
(202)
551-3322, or me at (202) 551-3843 with any questions.


		Sincerely,


		George F. Ohsiek, Jr.
	Branch Chief
Mr. Robert M. Plante
Suburban Propane Partners, L.P.
April 28, 2006
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