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) February 9, 2006

                         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 1.01.  ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

On February 9, 2006, Suburban Propane, L.P. (the "Operating Partnership")
entered into the Third Amendment ("Amendment") to the Third Amended and Restated
Credit Agreement, dated as of October 20, 2004 (as amended by the First
Amendment thereto dated March 17, 2005 and the Second Amendment thereto dated
August 25, 2005; the "Credit Agreement"), by and among the Operating
Partnership, the




lenders party thereto and Wachovia Bank, National Association, as Administrative
Agent. The Amendment authorizes the Operating Partnership to incur indebtedness,
in addition to that otherwise permitted by the Credit Agreement, (a) in
connection with capital leases (as defined in the Credit Agreement) in an amount
not to exceed $10 million on any date of determination, and (b) short-term
borrowings during the period from December 1 to April 1 in each fiscal year of
the Operating Partnership, up to $20 million on terms reasonably satisfactory to
the Administrative Agent and not more restrictive than those set forth in the
Credit Agreement. The Amendment provides the Operating Partnership with
additional financial flexibility for general corporate working capital purposes
during periods of peak seasonal demand, if necessary. There have been no new
borrowings under the Amendment and the Operating Partnership does not expect to
incur additional indebtedness under the Amendment during fiscal 2006.

The Third Amendment is filed as an exhibit to this Current Report on Form 8-K.

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

See Item 1.01., which is incorporated herein by reference.

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS

(c) Exhibits.

     10.1    Third Amendment to Third Amended and Restated Credit Agreement,
             dated as of February 9, 2006.


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.

February 24, 2006             SUBURBAN PROPANE PARTNERS, L.P.
                              By: /s/ MICHAEL A. STIVALA
                              --------------------------
                              Name: Michael A. Stivala
                              Title: Controller and Chief Accounting Officer


EXHIBITS


Exhibit No.     Exhibit
10.1            Third Amendment to Third Amended and Restated Credit Agreement,
                dated as of February 9, 2006.

EX-10.1

                               THIRD AMENDMENT TO
                   THIRD AMENDED AND RESTATED CREDIT AGREEMENT

         THIS THIRD AMENDMENT TO THIRD AMENDED AND RESTATED CREDIT AGREEMENT
(this "Amendment") is made and entered into as of February 9, 2006, with an
Effective Date (as defined below) determined in accordance with Section 3 below,
by and among SUBURBAN PROPANE, L.P., a Delaware limited partnership (the
"Borrower"), the financial institutions from time to time party to the Credit
Agreement referred to below (the "Lenders") pursuant to written authorization
(in the form attached hereto as Exhibit A, the "Authorization") and WACHOVIA
BANK, NATIONAL ASSOCIATION, a national banking association, as Administrative
Agent for the Lenders (the "Administrative Agent").

                              Statement of Purpose

         The Borrower, the Lenders and the Administrative Agent are parties to
that certain Third Amended and Restated Credit Agreement dated as of October 20,
2004 (as amended by that certain First Amendment to Third Amended and Restated
Credit Agreement, dated as of March 17, 2005, that certain Second Amendment to
Third Amended and Restated Credit Agreement, dated as of August 25, 2005, and as
may be further amended, restated, supplemented or otherwise modified from time
to time, the "Credit Agreement") pursuant to which the Lenders have extended
certain credit facilities to the Borrower.

         The Borrower has requested that the Lenders amend or modify certain
provisions of the Credit Agreement in certain respects on the terms and
conditions set forth below. Subject to the terms and conditions of this
Amendment, the Administrative Agent and the Lenders hereby agree to the
requested amendments.

         NOW THEREFORE, for good and valuable consideration, the receipt and
adequacy of which is hereby acknowledged, the parties hereto agree as follows:

         SECTION 1. DEFINITIONS. All capitalized, undefined terms used in this
Amendment shall have the meanings assigned thereto in the Credit Agreement.

         SECTION 2. AMENDMENT TO CREDIT AGREEMENT. Section 10.1 of the Credit
Agreement (Indebtedness) is hereby amended by (i) deleting the word "and" from
the end of clause (p) of such section, (ii) adding the word "and" to the end of
clause (q) of such section and (iii) adding the following clauses (r) and (s),
respectively, to the end of such section:

                           "(r) Indebtedness of the Borrower and its
                  Subsidiaries incurred in connection with Capital Leases in an
                  aggregate amount not to exceed $10,000,000 on any date of
                  determination; and

                           (s) additional unsecured Indebtedness not otherwise
                  permitted pursuant to this Section incurred by the Borrower
                  and its Subsidiaries pursuant to seasonal lines of credit in
                  an aggregate principal amount at any time outstanding not to
                  exceed $20,000,000; provided that (i) such Indebtedness shall
                  only be outstanding during the period from December 1




                  to April 1 of each calendar year and (ii) such Indebtedness
                  shall be made on terms and conditions reasonably
                  satisfactory to the Administrative Agent and shall, in no
                  circumstances, contain representations and warranties,
                  covenants or events of default more restrictive than the
                  terms of this Agreement."

         SECTION 3. EFFECTIVENESS. This Amendment shall become effective on the
date (the "Effective Date") upon which the following conditions have been
satisfied:

              (a) receipt by the Administrative Agent of (i) a duly executed
counterpart of this Amendment from the Administrative Agent, the Borrower and
each Guarantor and (ii) duly executed Authorizations from the Required Lenders;
and

              (b) the payment of all outstanding fees and expenses of the
Administrative Agent (including without limitation, reasonable fees and
disbursements of counsel for the Administrative Agent) incurred in connection
with the preparation, negotiation, execution and delivery of this Amendment and
all documents, certificates and other instruments delivered in connection
therewith.

         SECTION 4. LIMITED CONSENT AND AMENDMENT. Except as expressly provided
in this Amendment, the Credit Agreement and each other Loan Document shall
continue to be, and shall remain, in full force and effect. This Amendment shall
not be deemed or otherwise construed (a) to be a waiver of, or consent to or a
modification or amendment of, any other term or condition of the Credit
Agreement or any other Loan Document, (b) to prejudice any other right or
remedies that the Administrative Agent or the Lenders, or any of them, may now
have or may have in the future under or in connection with the Credit Agreement
or the Loan Documents, as such documents may be amended, restated or otherwise
modified from time to time, (c) to be a commitment or any other undertaking or
expression of any willingness to engage in any further discussion with the
Borrower, the Guarantors or any other person, firm or corporation with respect
to any waiver, amendment, modification or any other change to the Credit
Agreement or the Loan Documents or any rights or remedies arising in favor of
the Lenders or the Administrative Agent, or any of them, under or with respect
to any such documents or (d) to be a waiver of, or consent to or a modification
or amendment of, any other term or condition of any other agreement by and among
the Borrower, any Guarantor or any of its respective Subsidiaries, on the one
hand, and the Administrative Agent or any other Lender, on the other hand.

         SECTION 5. REPRESENTATIONS AND WARRANTIES/NO DEFAULT. By their
execution hereof, and after giving effect to this Amendment, the Borrower and
the Guarantors hereby certify that (a) each of the representations and
warranties set forth in the Credit Agreement and the other Loan Documents is
true and correct as of the date hereof as if fully set forth herein (other than
representations and warranties which speak as of a specific date pursuant to the
Credit Agreement, which representations and warranties shall have been true and
correct as of such specific dates) and that as of the date hereof (after giving
effect to the provisions of this Amendment) no Default or Event of Default has
occurred and is continuing, and (b) the execution, delivery and performance of
this Amendment have been authorized by all requisite corporate action on the
part of the Borrower and the Guarantors.


                                       2


         SECTION 6. ACKNOWLEDGEMENT BY GUARANTORS. By their execution hereof,
each of the Guarantors hereby expressly (a) consents to the modifications and
amendments set forth in this Amendment, (b) reaffirms all of its respective
covenants, representations, warranties and other obligations set forth in each
of the Loan Documents to which it is a party and (c) acknowledges, represents
and agrees that its respective covenants, representations, warranties and other
obligations set forth in each of the Loan Documents to which it is a party
remain in full force and effect.

         SECTION 7. GOVERNING LAW. This Amendment shall be governed by,
construed and enforced in accordance with the laws of the State of New York.

         SECTION 8. COUNTERPARTS. This Amendment may be executed in separate
counterparts, each of which when executed and delivered is an original but all
of which taken together constitute one and the same instrument.

         SECTION 9. FAX TRANSMISSION. A facsimile, telecopy or other
reproduction of this Amendment may be executed by one or more parties hereto,
and an executed copy of this Amendment may be delivered by one or more parties
hereto by facsimile or similar instantaneous electronic transmission device
pursuant to which the signature of or on behalf of such party can be seen, and
such execution and delivery shall be considered valid, binding and effective for
all purposes. At the request of any party hereto, all parties hereto agree to
execute an original of this Amendment as well as any facsimile, telecopy or
other reproduction hereof.


                            [Signature Pages Follow]




                                       3




         IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be
duly executed under seal by their duly authorized representatives, all as of the
day and year first above written.

                            BORROWER AND GUARANTORS:

                            SUBURBAN PROPANE, L.P., as Borrower


                            By:
                                ------------------------------------------
                            Name:  Robert M. Plante
                            Title: Vice President, Chief Financial Officer


                            SUBURBAN PROPANE GAS CORPORATION
                            PARGAS, INC.
                            VANGAS, INC.
                            PLATEAU, INC.
                            GAS CONNECTION, INC.
                            SUBURBAN @ HOME, INC.
                            SUBURBAN HOLDINGS, INC.
                            SUBURBAN FRANCHISING, INC.
                            SUBURBAN @ HOME HOLDINGS, INC.
                            SUBURBAN PLUMBING NEW JERSEY, LLC

                            Each of the above,


                            By:
                               -------------------------------------------
                            Name:  Robert M. Plante
                            Title: Vice President, Finance



[Third Amendment to Third Amended and Restated Credit Agreement - Suburban
Propane, L.P.]






                          SUBURBAN HEATING OIL PARTNERS, LLC
                          HOMETOWN HEARTH & GRILL E-COMMERCE L.L.C.
                          AGWAY ENERGY SERVICES, LLC
                          SUBURBAN ALBANY PROPERTY, LLC
                          SUBURBAN BUTLER MONROE STREET PROPERTY, LLC
                          SUBURBAN CANTON BUCK STREET PROPERTY, LLC
                          SUBURBAN CANTON ROUTE 11 PROPERTY, LLC
                          SUBURBAN CHAMBERSBURG FIFTH AVENUE PROPERTY, LLC
                          SUBURBAN COLONIE PROPERTY LLC
                          SUBURBAN ELLENBURG DEPOT PROPERTY, LLC
                          SUBURBAN GETTYSBURG PROPERTY, LLC
                          SUBURBAN LEWISTOWN PROPERTY, LLC
                          SUBURBAN MA SURPLUS PROPERTY, LLC
                          SUBURBAN MARCY PROPERTY, LLC
                          SUBURBAN MIDDLETOWN NORTH STREET PROPERTY, LLC
                          SUBURBAN NEW MILFORD SMITH STREET PROPERTY, LLC
                          SUBURBAN NJ PROPERTY ACQUISITIONS, LLC
                          SUBURBAN NJ SURPLUS PROPERTY, LLC
                          SUBURBAN NY PROPERTY ACQUISITIONS, LLC
                          SUBURBAN NY SURPLUS PROPERTY, LLC
                          SUBURBAN PA PROPERTY ACQUISITIONS, LLC
                          SUBURBAN PA SURPLUS PROPERTY, LLC
                          SUBURBAN ROCHESTER PROPERTY, LLC
                          SUBURBAN SODUS PROPERTY, LLC
                          SUBURBAN TEMPLE PROPERTY, LLC
                          SUBURBAN TONAWANDA PLANT PROPERTY, LLC
                          SUBURBAN TOWANDA PROPERTY, LLC
                          SUBURBAN VERBANK PROPERTY, LLC
                          SUBURBAN VINELAND PROPERTY, LLC
                          SUBURBAN VT PROPERTY ACQUISITIONS, LLC
                          SUBURBAN WALTON PROPERTY, LLC
                          SUBURBAN WASHINGTON PROPERTY, LLC

                          Each of the above,

                          By: GAS CONNECTION, INC., as Manager


                          By:
                             -------------------------------------------
                          Name:  Robert M. Plante
                          Title: Vice President, Chief Financial Officer


[Third Amendment to Third Amended and Restated Credit Agreement - Suburban
Propane, L.P.]




                           SUBURBAN PIPELINE LLC

                           By:   SUBURBAN PROPANE, L.P. as Manager


                           By:
                              -------------------------------------------
                           Name:  Robert M. Plante
                           Title: Vice President, Chief Financial Officer

















[Third Amendment to Third Amended and Restated Credit Agreement - Suburban
Propane, L.P.]






                                       ADMINISTRATIVE AGENT:
                                       ---------------------

                                       WACHOVIA BANK, NATIONAL ASSOCIATION,
                                       as Administrative Agent, as Lender,
                                       as Swingline Lender and as an
                                       Issuing Lender, on behalf of itself
                                       and the Lenders pursuant to the
                                       Authorizations


                                       By:
                                           ---------------------------------
                                       Name:
                                             -------------------------------
                                       Title:
                                              ------------------------------












[Third Amendment to Third Amended and Restated Credit Agreement - Suburban
Propane, L.P.]