8-K

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 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) June 6, 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 (see General Instruction A.2. below):

     [ ]  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 8.01 OTHER EVENTS

Attached as Exhibit 99.1 is the balance sheet of Suburban Energy Services Group
LLC as of September 25, 2004 and related notes and report of independent
auditors.


ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

     (c) Exhibits

         99.1   Balance sheet of Suburban Energy Services Group LLC as of
                September 25, 2004 and related notes and report of
                independent auditors.

         99.2   Consent of Independent Accountants

                                       2


                                   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.



June 6, 2005                         SUBURBAN PROPANE PARTNERS, L.P.

                                      By:        /s/ Michael A. Stivala
                                          -------------------------------------
                                          Name:  Michael A. Stivala
                                          Title: Controller and Chief
                                                 Accounting Officer


                                       3

EX-99.1

                                                                    EXHIBIT 99.1

                   INDEX TO SUPPLEMENTAL FINANCIAL INFORMATION

                       SUBURBAN ENERGY SERVICES GROUP LLC


                                                                            Page
                                                                            ----

Report of Independent Auditors.............................................  2

Balance Sheet as of September 25, 2004 ....................................  3

Notes to Balance Sheet.....................................................  4




                         REPORT OF INDEPENDENT AUDITORS





To the Stockholders of
Suburban Energy Services Group LLC:

In our opinion, the accompanying balance sheet presents fairly, in all material
respects, the financial position of Suburban Energy Services Group LLC at
September 25, 2004 in conformity with accounting principles generally accepted
in the United States of America. This financial statement is the responsibility
of the Company's management; our responsibility is to express an opinion on this
financial statement based on our audit. We conducted our audit of this statement
in accordance with auditing standards generally accepted in the United States of
America, which require that we plan and perform the audit to obtain reasonable
assurance about whether the balance sheet is free of material misstatement. An
audit includes examining, on a test basis, evidence supporting the amounts and
disclosures in the balance sheet, assessing the accounting principles used and
significant estimates made by management, and evaluating the overall balance
sheet presentation. We believe that our audit provides a reasonable basis for
our opinion.





PricewaterhouseCoopers LLP
Florham Park, NJ
June 6, 2005


                                       2


                       SUBURBAN ENERGY SERVICES GROUP LLC

                                 BALANCE SHEET


                                                                      SEPTEMBER
                                                                       25, 2004
                                                                      ----------
ASSETS
Current assets:
    Cash and cash equivalents                                         $    2,886
                                                                      ----------
            Total current assets                                           2,886
Investment in Suburban Propane Partners, L.P.                            851,142
Goodwill                                                               3,112,560
                                                                      ----------
             Total assets                                             $3,966,588
                                                                      ==========


LIABILITIES AND STOCKHOLDERS' EQUITY
               Total liabilities                                            --
                                                                      ----------

Stockholders' equity
      Common stock, $1 par value, 2,000 shares issued and outstanding      2,000
      Additional paid in capital                                            --
      Retained earnings                                                3,964,588
                                                                      ----------
                Total stockholders' equity                             3,966,588
                                                                      ----------
                Total liabilities and stockholders' equity            $3,966,588
                                                                      ==========



The accompanying notes are an integral part of this balance sheet.


                                       3


                       SUBURBAN ENERGY SERVICES GROUP LLC

NOTES TO BALANCE SHEET

1. ORGANIZATION AND FORMATION

     Suburban Energy Services Group LLC (the "Company") was formed on October
26, 1998 as a limited liability company pursuant to the Delaware Limited
Liability Company Act. The Company was formed to purchase the general partner
interests in Suburban Propane Partners, L.P. (the "Partnership") from Suburban
Propane GP, Inc. (the "Former General Partner"), a wholly-owned indirect
subsidiary of Millennium Chemicals Inc., and become the successor general
partner. On May 26, 1999, the Company purchased a 1% general partner interest in
the Partnership and a 1.0101% general partner interest in Suburban Propane, L.P.
(the "Operating Partnership").

     The Partnership is a publicly-traded master limited partnership whose
common units are listed on the New York Stock Exchange and is engaged in the
retail and wholesale marketing and distribution of propane, fuel oil and other
refined fuels, and related appliances, parts and services, as well as the
marketing of natural gas and electricity in deregulated markets. As a result of
three public offerings by the Partnership on October 17, 2000, June 18, 2003 and
December 16, 2003, the Company's interest in the Partnership was reduced to
0.534%. The Company's interest in the Operating Partnership was not affected.

2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

ACCOUNTING PERIOD. The Company's accounting period ends on the last Saturday
nearest to September 30.

USE OF ESTIMATES. The preparation of financial statements in conformity with
generally accepted accounting principles requires management to make estimates
and assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates, making it
reasonably possible that a change in these estimates could occur in the near
term.

CASH AND CASH EQUIVALENTS. The Company considers all highly liquid debt
instruments purchased with an original maturity of three months or less to be
cash equivalents. The carrying amount approximates fair value because of the
short maturity of these instruments.

INVESTMENT IN SUBURBAN PROPANE PARTNERS, L.P. As previously noted, the Company
acquired a combined 2% general partner interest in the Partnership and the
Operating Partnership which was subsequently reduced to 1.54%. The Company
accounts for its investment under the equity method of accounting whereby the
Company recognizes its share of the Partnership's consolidated net income
(loss) with a corresponding increase (decrease) in its investment. The Company
reduces its investment balance to the extent of partnership distributions the
Company receives from the Partnership. The cash distributions received by the
Company are then distributed to the owners of the Company as a return of
capital.


                                       4


GOODWILL. Goodwill represents the excess of the purchase price for the general
partner interests in the Partnership over the carrying value of the General
Partner's capital account reflected on the books of Suburban Propane Partners,
L.P. on the date of acquisition. The Company assesses goodwill for impairment in
conjunction with periodic impairment reviews of the equity method investment in
Suburban Propane Partners, L.P. Goodwill was not considered impaired as of
September 25, 2004.

INCOME TAXES. For federal and state income tax purposes, the earnings and losses
attributable to the Company are included in the tax returns of the individual
stockholders. As a result, no recognition of income taxes has been reflected in
the accompanying balance sheet.


                                       5

EX-99.2

                                                                    Exhibit 99.2

                       CONSENT OF INDEPENDENT ACCOUNTANTS
                       ----------------------------------

We hereby consent to the incorporation by reference in the Registration
Statements on Form S-3 (No. 333-104415 and 333-109714) and Form S-8 (No.
333-10197 and No. 333-72972) of Suburban Propane Partners, L.P. of our report
dated June 6, 2005 relating to the financial statement of Suburban Energy
Services Group LLC, which appears in this Form 8-K.


PricewaterhouseCoopers LLP

Florham Park, NJ
June 6, 2005