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 21, 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:

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

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

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

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[ ]  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 18, 2005, Suburban Propane Partners, L.P. (the "Partnership"), issued a
press release (the "Press Release") announcing that it has priced its
previously-announced add-on private offering of senior notes and that it had
entered into an amendment (the "Amendment") to its existing bank credit facility
to provide, among other things, for the availability of a new five-year $125
million term loan



facility. Concurrently with the pricing and the Amendment, the Partnership
delivered an irrevocable prepayment notice to the holders of $340 million
outstanding senior notes of its direct subsidiary, Suburban Propane, L.P. (the
"Operating Partnership"). A copy of the Press Release has been furnished as
Exhibit 99.1 to this Current Report.

The Partnership intends to use approximately $248 million of expected net
proceeds from the offering of the $250 million in senior notes, together with
the $125 million in borrowings under the new term loan facility and cash on
hand, as necessary, to redeem all of the outstanding aggregate principal amount
under the Operating Partnership's 7.54% senior notes due 2011 and the 7.37%
senior notes due 2012, including accrued interest and prepayment premiums. The
prepayment premium will be calculated based, in part, on the U.S. Treasury Rate
on March 29, 2005. Applying U.S. Treasury Rates as of March 17, 2005, the
estimated prepayment premium would be $33.6 million. Under the computation
methodology, as U.S. Treasury Rates increase the prepayment premium will
decline. Closing of the $250 million senior notes offering and the availability
under the new term loan facility are subject to customary closing conditions
and, together with the optional redemption and the prepayment premium, is
scheduled to occur on March 31, 2005. Estimated fees and expenses associated
with the foregoing are $2.7 million.

     ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS

(c)  Exhibits.

     99.1     Press Release of Suburban Propane Partners, L.P. dated March 18,
              2005, announcing that it has priced its previously-announced
              add-on private offering of senior notes and issued an irrevocable
              prepayment notice to the holders of $340 million outstanding
              senior notes of its direct subsidiary, Suburban Propane, L.P.

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.


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March 21, 2005                          SUBURBAN PROPANE PARTNERS, L.P.
                                        By: /s/ Janice G. Sokol
                                        -----------------------
                                        Name: Janice G. Sokol
                                        Title: Vice President, General Counsel
                                        and Secretary



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EXHIBITS


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Exhibit No.         Exhibit
99.1                Press Release of Suburban Propane Partners, L.P. dated
                    March 18, 2005, announcing that it has priced its
                    previously-announced add-on private offering of senior notes
                    and issued an irrevocable prepayment notice to the holders
                    of $340 million outstanding senior notes of its direct
                    subsidiary, Suburban Propane, L.P.


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EX-99.1

[SUBURBANE PROPANE LOGO]                                            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. PRICES ADD-ON PRIVATE OFFERING OF SENIOR NOTES
                       AND ISSUES PREPAYMENT NOTIFICATION

WHIPPANY, NEW JERSEY, MARCH 18, 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 priced its
previously-announced offering of $250 million of 6.875% senior notes due 2013 to
eligible purchasers in a Rule 144A private placement (the "Senior Notes") and
entered into an amendment (the "Amendment") to its existing bank credit facility
to provide, among other things, for the availability of an additional five-year
$125 million term loan facility. Concurrently with the pricing of the Senior
Notes and signing of the Amendment, the Partnership delivered an irrevocable
notice of optional prepayment to the holders of the $340 million outstanding
aggregate principal amount of 7.54% senior notes due 2011 and 7.37% senior notes
due 2012 of the Partnership's direct subsidiary, Suburban Propane, L.P. Closing
of the Senior Notes offering and availability of the term loan facility are
subject to customary closing conditions and, together with the optional
prepayment, is scheduled to occur on March 31, 2005.

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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