8-K

                                  UNITED STATES
                       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) August 11, 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))




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ITEM 8.01 OTHER EVENTS

Attached as Exhibit 99.1 is the balance sheet of Suburban Energy Services Group
LLC as of June 25, 2005 and related notes (unaudited).

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS

(c)  Exhibits.

     99.1  Balance sheet of Suburban Energy Services Group LLC as of June 25,
           2005 and related notes (unaudited).


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.



- ------------------------          ----------------------------------------------
August 11, 2005                   SUBURBAN PROPANE PARTNERS, L.P.
                                  By: /s/ Michael A. Stivala
                                  --------------------------
                                  Name: Michael A. Stivala
                                  Title: Controller and Chief Accounting Officer



EXHIBITS


Exhibit No.         Exhibit
- -----------         --------
99.1                Balance sheet of Suburban Energy Services Group LLC as of
                    June 25, 2005 and related notes (unaudited).

EX-99.1

                       SUBURBAN ENERGY SERVICES GROUP LLC


                                                                           PAGE
                                                                           ----
FINANCIAL STATEMENTS (UNAUDITED)

Balance Sheet as of June 25, 2005............................................2

Notes to Balance Sheet.......................................................3








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                       SUBURBAN ENERGY SERVICES GROUP LLC

                                  BALANCE SHEET
                                   (UNAUDITED)


                                                                         JUNE
                                                                       25, 2005
                                                                      ----------
ASSETS
Current assets:
  Cash and cash equivalents                                           $    2,886
                                                                      ----------
     Total current assets                                                  2,886
Investment in Suburban Propane Partners, L.P.                             12,800
Goodwill                                                               3,112,560
                                                                      ----------
     Total assets                                                     $3,128,246
                                                                      ----------
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                                                    3,126,246
                                                                      ----------
     Total stockholders' equity                                        3,128,246
                                                                      ----------
     Total liabilities and stockholders' equity                       $3,128,246
                                                                      ----------








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


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                       SUBURBAN ENERGY SERVICES GROUP LLC

                             NOTES TO BALANCE SHEET
                                   (UNAUDITED)

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 fiscal periods end on the last Saturday of the
quarter.

BASIS OF PRESENTATION. The accompanying balance sheet is unaudited and has been
prepared in accordance with generally accepted accounting principles ("GAAP").
It includes all adjustments that the Company considers necessary for a fair
statement of the Company's position as of June 25, 2005. Such adjustments
consist of only normal recurring items, unless otherwise disclosed.

USE OF ESTIMATES. The preparation of financial statements in conformity with
GAAP 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.

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



                                        3



was not considered impaired as of June 25, 2005.

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.







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