8-K

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 (Date of earliest event reported) October 21, 2004

Commission File Number: 1-14222

SUBURBAN PROPANE PARTNERS, L.P.
(Exact name of registrant as specified in its charter)

Delaware				22-3410353
(State or other jurisdiction				(I.R.S. Employer
of incorporation or organization)				Identification No.)

240 Route 10 West
Whippany, New Jersey 07981
(973) 887-5300
(Address, including zip code, and telephone number, including
area code, of registrant's principal executive offices)

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

	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

ITEM 2.02. RESULTS OF OPERATIONS AND FINANCIAL CONDITION

The following information, including the exhibit attached hereto, shall not be deemed "filed" for purposes of Section 18 of the Securities Act of 1934, as amended (the "Exchange Act"), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

On October 21, 2004, Suburban Propane Partners, L.P. (the "Partnership") issued a press release (the "Press Release") describing our Fiscal 2004 Fourth Quarter and Year End Financial Results and Distribution Declaration. A copy of the Press Release has been furnished as Exhibit 99.1 to this Current Report.

Within the Press Release, we reference certain non-GAAP financial measures; including earnings before interest, taxes, depreciation and amortization ("EBITDA"). Additionally, we discuss EBITDA, net income and net income per Common Unit, excluding the impact of unrealized (non-cash) gains and losses attributable to the mark-to-market activity on derivative instruments recorded in accordance with Statement of Financial Accounting Standards ("SFAS") No. 133 "Accounting for Derivative Instruments and Hedging Activities," as amended by SFAS No. 137, SFAS No. 138 and SFAS No. 149.

We provide these non-GAAP financial measures because we believe that they assist the investment community in properly assessing our liquidity on a year-over-year basis. In addition, we believe that these non-GAAP financial measures provide useful information to investors and industry analysts to facilitate the comparison of cash flows between periods for purposes of evaluating our ability to meet our debt service obligations and to pay our quarterly distributions. Moreover, our senior note agreements and our revolving credit agreement require us to use EBITDA as a component in calculating our leverage and interest coverage ratios. A reconciliation of EBITDA to cash flow provided by operating activities (the most comparable GAAP measure) is presented in the Press Release furnished as Exhibit 99.1 to this Current Report.

ITEM 2.03. CREATION OF A DIRECT FINANCIAL OBLIGATION OR AN OBLIGATION UNDER AN OFF-BALANCE SHEET ARRANGEMENT OF A REGISTRANT

On October 20, 2004, Suburban Propane, L.P. (the "Operating Partnership"), a subsidiary of the Partnership, completed the Third Amended and Restated Credit Agreement (the "Credit Agreement") which replaces the Second Amended and Restated Credit Agreement, increases the credit available to $150 million and expires on October 20, 2008. The Credit Agreement provides a $75 million revolving working capital facility, of which $15 million may be used to issue letters of credit, and a separate $75 million letter of credit facility. Borrowings under the Credit Agreement bear interest at a rate based upon either LIBOR or Wachovia National Bank's prime rate, plus, in each case, the applicable margin; or the Federal Funds rate plus 1/2 of 1%. An annual facility fee ranging from 0.375% to 0.50%, based upon certain financial tests, is payable quarterly whether or not borrowings occur. These fees and the other terms of the Credit Agreement are substantially the same as the terms under the Second Amended and Restated Credit Agreement, which provided a $75 million working capital facility and a $25 million acquisition facility. The Second Amended and Restated Credit Agreement would have expired in May 2006. In addition, in connection with this amendment, the Operating Partnership added additional financial institutions to the bank group supporting the Credit Agreement.

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS

(c) Exhibits.

99.1	Press Release of Suburban Propane Partners, L.P. dated October 21, 2004, describing our Fiscal 2004 Fourth Quarter and Year End Financial Results and Distribution Declaration.

SIGNATURES

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 hereunto duly authorized.

October 21, 2004				SUBURBAN PROPANE PARTNERS, L.P.
				By: /s/ Janice G. Sokol
				Name: Janice G. Sokol Title: Vice President, General Counsel                 and Secretary

EXHIBITS

Exhibit No.				Exhibit
99.1				Press Release of Suburban Propane Partners, L.P. dated October 21, 2004, describing our Fiscal 2004 Fourth Quarter and Year End Financial Results and Distribution Declaration.

EX-99.1

[SUBURBAN PROPANE LOGO OMITTED]                                     NEWS RELEASE
                                                       Contact: Robert M. Plante
                                        Vice President & Chief Financial Officer
                                           P.O. Box 206, Whippany, NJ 07981-0206
                                                             Phone: 973-503-9252
- --------------------------------------------------------------------------------


FOR IMMEDIATE RELEASE
- ---------------------

       SUBURBAN PROPANE PARTNERS, L.P. ANNOUNCES FOURTH QUARTER AND RECORD
    FULL YEAR RESULTS FOR FISCAL 2004 AND DECLARES QUARTERLY DISTRIBUTION OF
                            $0.6125 PER COMMON UNIT

WHIPPANY, NEW JERSEY, OCTOBER 21, 2004 -- Suburban Propane Partners, L.P.
(NYSE:SPH), a marketer of propane gas, fuel oil and related products and
services nationwide, today announced its results for the fourth quarter of
fiscal 2004, as well as record earnings for the full fiscal year ended September
25, 2004. Its Board of Supervisors also declared a quarterly distribution of
$0.6125 per Common Unit -- $2.45 per Common Unit annualized.

FOURTH QUARTER 2004 RESULTS

Consistent with the seasonal nature of the propane and fuel oil businesses, the
Partnership typically experiences a net loss in the fourth quarter. For the
fourth quarter of fiscal 2004, Suburban's net loss was $28.7 million, or $0.92
per Common Unit, compared to a net loss of $21.0 million, or $0.75 per Common
Unit, for the fourth quarter of fiscal 2003. Earnings before interest, taxes,
depreciation and amortization ("EBITDA") resulted in a loss of $7.6 million for
the fiscal 2004 fourth quarter, compared to a loss of $6.4 million for the prior
year quarter. As a result of the Partnership's continued efforts to integrate
the operations of Agway Energy acquired in December 2003, EBITDA for the fourth
quarter of fiscal 2004 included a restructuring charge of $0.6 million. In
addition, depreciation expense for the fourth quarter of fiscal 2004 included a
non-cash charge of $1.0 million related to assets abandoned as a result of the
Partnership's integration efforts in the northeast operations.

Retail propane gallons sold in the fourth quarter of fiscal 2004 increased 7.0
million gallons, or 8.9%, to 86.0 million gallons from 79.0 million gallons in
the prior year quarter. Sales of fuel oil and other refined fuels amounted to
48.0 million gallons during the fourth quarter of fiscal 2004. Revenues of
$244.7 million increased $124.8 million compared to the prior year quarter,
primarily from the addition of sales of fuel oil and other refined fuels, as
well as from the marketing of natural gas and electricity in deregulated
markets. Revenues from the distribution of propane and related activities of
$143.7 million in the fourth quarter of fiscal 2004 increased $35.7 million, or
33.1%, compared to $108.0 million in the prior year quarter. The increase in
propane revenues is attributable to the combination of higher average selling
prices in line with a significant increase in product costs compared to the
prior year quarter, coupled with the aforementioned increase in retail propane
sales volumes. Additionally, revenues for the fourth quarter of fiscal 2004 were
favorably impacted by increased service and installation activities in






the Partnership's heating, ventilation and air conditioning ("HVAC") segment,
which increased $13.2 million, or 133.3%, to $23.1 million, primarily from the
addition of Agway Energy.

Combined operating and general and administrative expenses of $105.9 million
increased $40.6 million, or 62.2%, compared to the prior year quarter of $65.3
million. The increase in combined operating and general and administrative
expenses is primarily attributable to the addition of the Agway Energy
operations, as well as anticipated increases in marketing, professional services
and travel expenses associated with integration activities during the fourth
quarter. Operating expenses in the fiscal 2004 fourth quarter include a $4.0
million unrealized (non-cash) loss attributable to the mark-to-market on
derivative instruments ("FAS 133"), compared to a $0.3 million unrealized
(non-cash) loss in the prior year quarter attributable to FAS 133.

Net interest expense increased 32.4%, or $2.4 million, to $9.8 million, compared
to $7.4 million in the prior year quarter. The increase in net interest expense
reflects the effects of the Partnership's issuance of $175.0 million of 6.875%
senior notes in the first quarter of fiscal 2004 in connection with financing
for the acquisition of Agway Energy, offset by the $42.5 million repayment of
the third annual principal installment under the 7.54% senior notes during the
fourth quarter of fiscal 2004.

FISCAL YEAR 2004 RESULTS

Net income for the fiscal year ended September 25, 2004 was $59.6 million, or
$1.97 per Common Unit, compared to $48.7 million, or $1.87 per Common Unit, in
fiscal 2003. The Partnership reported a record level EBITDA of $137.2 million in
fiscal 2004, an increase of $27.2 million, or 24.7%, compared to $110.0 million
in fiscal 2003.

EBITDA and net income for fiscal 2004 were impacted by the net result of certain
significant items, mainly relating to (i) a $26.3 million gain from the sale of
24 customer service centers primarily in the northern and southern central
regions of the United States considered to be non-strategic, compared to a $2.5
million gain from the sale of nine customer service centers during fiscal 2003;
(ii) a non-cash charge of $6.3 million included within cost of products sold
relating to purchase accounting for the Agway Energy acquisition; (iii) a
non-cash charge of $3.2 million attributable to the impairment of goodwill
related to a small business acquired in 1999; (iv) a $2.9 million restructuring
charge related to the Partnership's efforts to integrate certain management and
back office functions of Agway Energy; and (v) a non-cash charge of $1.0 million
included within depreciation expense attributable to the write-down of assets to
be disposed of as a result of the blending of field operations in the northeast.

Retail propane gallons sold in fiscal 2004 increased 45.8 million gallons, or
9.3%, to 537.3 million gallons, compared to 491.5 million gallons in the prior
year. The increase is primarily due to the addition of the Agway Energy
operations in the northeast, offset to an extent by the impact of warmer than
normal nationwide average temperatures. Temperatures nationwide, as reported by
the National Oceanic and Atmospheric Administration ("NOAA"), averaged 7% warmer
than normal in fiscal 2004, compared to 1% colder than normal in fiscal 2003, or
8% warmer temperatures year-over-year. Sales of fuel oil and other refined fuels
in the northeast amounted to 220.5 million gallons during fiscal 2004.





Revenues increased $572.2 million, or 77.8%, to $1,307.3 million, compared to
$735.1 million in fiscal 2003. On an operating segment basis, propane revenues
of $856.1 million for fiscal 2004 increased $175.3 million, or 25.7%, compared
to $680.8 million in the prior year. The increase in retail propane revenue
results from the 9.3% increase in retail propane volumes, as described above,
coupled with higher average propane selling prices as a result of higher product
costs compared to the prior fiscal year. The Partnership's fuel oil and other
refined fuels segment and the natural gas and electricity segment contributed
$281.7 million and $68.5 million in revenues during fiscal 2004, respectively.
Revenues attributable to the Partnership's HVAC segment for fiscal 2004 amounted
to $92.1 million, an increase of $45.2 million, or 96.4%, compared to fiscal
2003 principally from the addition of the Agway Energy operations.

Combined operating and general and administrative expenses of $410.3 million
increased $141.2 million, or 52.5%, from $269.1 million in fiscal 2003.
Operating expenses for fiscal 2004 included a $4.5 million unrealized (non-cash)
loss attributable to FAS 133, compared to a $1.5 million unrealized loss in the
prior year attributable to FAS 133. The increase in combined operating and
general administrative expenses is primarily attributable to the addition of the
Agway Energy operations, as well as increased marketing, professional services
and travel expenses associated with the integration activities during the year.
In addition, higher employee compensation and benefit related expenses
associated with the increased business activities, and higher pension and
insurance costs were experienced in fiscal 2004 compared to the prior fiscal
year.

Depreciation and amortization expense increased $9.2 million, or 33.5%, to $36.7
million primarily as a result of the tangible and intangible assets acquired in
the Agway Energy acquisition, as well as from the $1.0 million non-cash charge
described above. Net interest expense increased $7.2 million, or 21.4%, to $40.8
million in fiscal 2004, compared to $33.6 million in fiscal 2003. The increase
in net interest expense is a result of the net impact of $175.0 million of
6.875% senior notes added in the first quarter of fiscal 2004 in connection with
financing for the acquisition of Agway Energy, offset by a reduction in amounts
outstanding under our 7.54% senior notes from the repayment of the second annual
principal payment of $42.5 million during the fourth quarter of fiscal 2003 and
the third annual principal payment of $42.5 million during the fourth quarter of
fiscal 2004. In addition, interest expense for fiscal 2004 included a one-time
fee of $1.9 million related to financing commitments incurred during the first
quarter for the acquisition of Agway Energy.

In announcing these results, President and Chief Executive Officer Mark A.
Alexander said, "We are extremely pleased with these record results and the
outcome of several steps that we took in fiscal 2004. In addition to completing
the major acquisition of Agway Energy, we generated nearly $40 million in cash
from the divestiture of 24 customer service centers in non-strategic markets. We
retired another $42.5 million of principal on our 7.54% senior notes, made a
second voluntary contribution of $15.1 million to improve the funded status of
our defined benefit pension plan and we delivered two distribution increases to
our Common Unitholders during the year -- our eighth and ninth increases in five
years."





Mr. Alexander added, "Overall, it was a highly successful year. The Agway Energy
acquisition increased our footprint significantly throughout the northeast and
transformed us from a single-fuel marketer to one that provides multiple energy
solutions to well over a million customers nationwide. Our broad array of
products and services enables us to offer our customers solutions to ALL of
their energy needs."

The Partnership also declared its quarterly distribution of $0.6125 per Common
Unit for the three months ended September 25, 2004. The distribution will be
payable on November 9, 2004, to Common Unitholders of record as of November 2,
2004. On an annualized basis, the distribution equates to $2.45 per Common Unit.

Suburban Propane Partners, L.P. is a publicly traded Master Limited Partnership
listed on the New York Stock Exchange. Headquartered in Whippany, New Jersey,
Suburban has been in the customer service business since 1928. The Partnership
serves the energy needs of approximately 1,100,000 residential, commercial,
industrial and agricultural customers through more than 370 customer service
centers in 35 states.

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                SUBURBAN PROPANE PARTNERS, L.P. AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF OPERATIONS
          FOR THE THREE AND TWELVE MONTHS ENDED SEPTEMBER 25, 2004 AND
           SEPTEMBER 27, 2003 (IN THOUSANDS, EXCEPT PER UNIT AMOUNTS)
                                   (UNAUDITED)



                                                                          THREE MONTHS ENDED             TWELVE MONTHS ENDED
                                                                     SEPTEMBER 25,  SEPTEMBER 27,    SEPTEMBER 25,   SEPTEMBER 27,
                                                                         2004           2003              2004           2003
                                                                    -------------   -------------    -------------   --------------

Revenues
  Propane                                                             $ 143,694       $ 108,035        $ 856,109        $ 680,840
  Fuel oil and refined fuels                                             62,063               -          281,682                -
  Natural gas and electricity                                            13,478               -           68,452                -
  HVAC                                                                   23,080           9,890           92,072           46,938
  All other                                                               2,349           1,927            8,939            7,297
                                                                      ---------       ---------        ---------        ---------
                                                                        244,664         119,852        1,307,254          735,075

Costs and expenses
  Cost of products sold                                                 156,413          59,746          779,029          358,582
  Operating                                                              92,022          56,308          356,359          232,462
  General and administrative                                             13,872           8,957           53,888           36,661
  Restructuring costs                                                       560               -            2,942                -
  Impairment of goodwill                                                      -               -            3,177                -
  Depreciation and amortization                                          11,114           7,030           36,743           27,520
                                                                      ---------       ---------        ---------        ---------
                                                                        273,981         132,041        1,232,138          655,225

(Loss) income before interest expense and provision
  for income taxes                                                      (29,317)        (12,189)          75,116           79,850
Interest expense, net                                                     9,804           7,417           40,832           33,629
                                                                      ---------       ---------        ---------        ---------

(Loss) income before provision for income taxes                         (39,121)        (19,606)          34,284           46,221
Provision for income taxes                                                  120              99                3              202
                                                                      ---------       ---------        ---------        ---------
(Loss) income from continuing operations                                (39,241)        (19,705)          34,281           46,019
Discontinued operations:
  Gain on sale of customer service centers                               11,508               -           26,332            2,483
  (Loss) income from discontinued customer service centers                 (940)         (1,251)            (972)             167
                                                                      ---------       ---------        ---------        ---------

Net (loss) income                                                     $ (28,673)      $ (20,956)       $  59,641        $  48,669
                                                                      =========       =========        =========        =========
General Partner's interest in net (loss) income                       $    (891)      $    (562)       $   1,476        $   1,193
                                                                      ---------       ---------        ---------        ---------
Limited Partners' interest in net (loss) income                       $ (27,782)      $ (20,394)       $  58,165        $  47,476
                                                                      =========       =========        =========        =========

(Loss) income from continuing operations per Common Unit - basic      $   (1.26)      $   (0.70)       $    1.13        $    1.77
                                                                      =========       =========        =========        =========
Net (loss) income per Common Unit - basic                             $   (0.92)      $   (0.75)       $    1.97        $    1.87
                                                                      =========       =========        =========        =========
Weighted average number of Common Units outstanding - basic              30,257          27,256           29,599           25,359
                                                                      ---------       ---------        ---------        ---------

(Loss) income from continuing operations per Common Unit - diluted    $   (1.26)      $   (0.70)       $    1.13        $    1.76
                                                                      =========       =========        =========        =========
Net (loss) income per Common Unit - diluted                           $   (0.92)      $   (0.75)       $    1.96        $    1.86
                                                                      =========       =========        =========        =========
Weighted average number of Common Units outstanding - diluted            30,257          27,256           29,705           25,495
                                                                      ---------       ---------        ---------        ---------

Supplemental Information:
EBITDA (a)                                                             $ (7,635)       $ (6,410)       $ 137,219        $ 110,020
Retail gallons sold:
      Propane                                                            85,976          78,961          537,330          491,451
      Fuel oil and refined fuels                                         47,956               -          220,469                -




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(a)  EBITDA represents net income (loss) before deducting interest expense,
     income taxes, depreciation and amortization. Our management uses EBITDA as
     a measure of liquidity and we are including it because we believe that it
     provides our investors and industry analysts with additional information to
     evaluate our ability to meet our debt service obligations and to pay our
     quarterly distributions to holders of our Common Units. Moreover, our
     senior note agreements and our revolving credit agreement require us to use
     EBITDA as a component in calculating our leverage and interest coverage
     ratios. EBITDA is not a recognized term under generally accepted accounting
     principles ("GAAP") and should not be considered as an alternative to net
     income or net cash provided by operating activities determined in
     accordance with GAAP. Because EBITDA, as determined by us, excludes some,
     but not all, items that affect net income, it may not be comparable to
     EBITDA or similarly titled measures used by other companies. The following
     table sets forth (i) our calculation of EBITDA and (ii) a reconciliation of
     EBITDA, as so calculated, to our net cash provided by operating activities:




                                                                   THREE MONTHS ENDED                TWELVE MONTHS ENDED
                                                            SEPTEMBER 25,      SEPTEMBER 27,    SEPTEMBER 25,   SEPTEMBER 27,
                                                                2004               2003             2004            2003
                                                            -------------      -------------    -------------   -------------

Net (loss) / income                                           $ (28,673)       $ (20,956)         $  59,641       $  48,669
Add:
  Provision for income taxes                                        120               99                  3             202
  Interest expense, net                                           9,804            7,417             40,832          33,629
  Depreciation and amortization                                  11,114            7,030             36,743          27,520
                                                              ---------        ---------          ---------        --------
EBITDA                                                           (7,635)          (6,410)           137,219         110,020
                                                              ---------        ---------          ---------       ---------
Add / (subtract):
  Provision for income taxes                                       (120)             (99)                (3)           (202)
  Interest expense, net                                          (9,804)          (7,417)           (40,832)        (33,629)
  Gain on disposal of property, plant and equipment, net           (562)            (150)              (715)           (636)
  Gain on sale of customer service centers                      (11,508)               -            (26,332)         (2,483)
  Changes in working capital and other assets
    and liabilities                                              21,458            2,453             23,728         (15,770)
                                                              ---------        ---------          ---------        --------
Net cash (used in) / provided by operating activities         $  (8,171)       $ (11,623)         $  93,065       $  57,300
                                                              =========        =========          =========       =========
Net cash provided by / (used in) investing activities         $   7,547        $  (4,328)         $(196,557)      $  (4,859)
                                                              =========        =========          =========       =========
Net cash (used in) / provided by financing activities         $ (61,666)       $ (59,162)         $ 141,208       $ (77,631)
                                                              =========        =========          =========       =========