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) March 16, 2005

                         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 7.01.  REGULATION FD DISCLOSURE

On March 16, 2005, Suburban Propane Partners, L.P. issued a press release (the
"Press Release") announcing that it proposes to offer $250 million of senior
notes due 2013 in a private placement to eligible purchasers and that it intends
to enter into a $125 million





five-year term loan facility. A copy of the Press Release has been furnished as
Exhibit 99.1 to this Current Report.


ITEM 9.01.  FINANCIAL STATEMENTS AND EXHIBITS

(c)  Exhibits.

     99.1   Press Release of Suburban Propane Partners, L.P. dated March 16,
            2005, announcing a proposal to offer $250 million of senior
            notes due 2013 and the intent to enter into a $125 million
            five-year term loan facility.


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.


- ---------------------------------       ----------------------------------------
March 16, 2005                           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 March 16,
               2005, announcing a proposal to offer $250 million of senior
               notes due 2013 and the intent to enter into a $125 million
               five-year term loan facility.

EX-99.1

                                                                    NEWS RELEASE
SURBURBAN                                              Contact: Robert M. Plante
PROPANE                               Vice President and Chief Financial Officer
                                           P.O. Box 206, Whippany, NJ 07981-0206
                                                             Phone: 973-503-9252


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


      SUBURBAN PROPANE PARTNERS, L.P. ANNOUNCES ADD-ON PRIVATE OFFERING OF
                     SENIOR NOTES AND NEW TERM LOAN FACILITY

WHIPPANY, NEW JERSEY, MARCH 16, 2005 -- Suburban Propane Partners, L.P.
(NYSE:SPH) (the "Partnership"), a marketer of propane gas, fuel oil and related
products and services nationwide, today announced that it proposes to offer $250
million of 6.875% senior notes due 2013 to eligible purchasers in a Rule 144A
private placement (the "Senior Notes"). The Senior Notes are expected to be
issued as additional notes under the indenture governing the Partnership's
existing outstanding $175 million aggregate principal amount of 6.875% senior
notes due 2013. Concurrent with the offering of the Senior Notes, the
Partnership intends to enter into a new five-year $125 million term loan
facility.

The Partnership intends to use the net proceeds from the offering of the Senior
Notes, together with borrowings under the term loan facility, to redeem all of
the outstanding $297.5 million principal amount of 7.54% senior notes due 2011
and the $42.5 million principal amount of 7.37% senior notes due 2012 of
Suburban Propane, L.P., the Partnership's operating partnership and wholly owned
subsidiary, including estimated prepayment premiums and related fees and
expenses.

Completion of the private placement of Senior Notes and the new term loan
facility will be subject to market and other conditions. The private placement
will be made only to qualified institutional buyers within the United States and
non-U.S. investors outside the United States. The Senior Notes to be offered in
this offering have not been registered under the Securities Act of 1933 or
applicable state securities laws, and may not be offered or sold in the United
States absent registration or an applicable exemption from the registration
requirements of the Securities Act and applicable state laws. This press release
shall not constitute an offer to sell or a solicitation of an offer to buy the
notes nor shall there be any sale of notes in any state or jurisdiction in which
such offer, solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of such state or jurisdiction.

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 continuously engaged in the retail propane business since
1928. The Partnership serves the energy needs of approximately 1,000,000
residential, commercial, industrial and agricultural customers through more than
370 customer service centers in 30 states.


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