S-8

As filed with the Securities and Exchange Commission on October 19, 2006

Registration No. 333-                

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM S-8

REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

SUBURBAN PROPANE PARTNERS, L.P.

(Exact name of Registrant as specified in its charter)

DELAWARE			22-3410353
(State or other jurisdiction of incorporation or organization)			(I.R.S. employer identification number)

ONE SUBURBAN PLAZA
240 ROUTE 10 WEST
WHIPPANY, NEW JERSEY 07981-0206

(Address of principal executive offices)

AMENDED AND RESTATED SUBURBAN PROPANE PARTNERS, L.P. 2000
RESTRICTED UNIT PLAN

(Full title of the plans)

PAUL ABEL, ESQ.
GENERAL COUNSEL & SECRETARY
SUBURBAN PROPANE PARTNERS, L.P.
ONE SUBURBAN PLAZA
240 ROUTE 10 WEST
WHIPPANY, NEW JERSEY 07981-0206

(Name and address of agent for service)

(973) 503 9967

(Telephone number, including area code, of agent for service)

CALCULATION OF REGISTRATION FEE

Title of securities to be registered			Amount to be registered(1)						Proposed maximum offering price per share(2)						Proposed maximum aggregate offering price(2)						Amount of registration fee
Common Units					230,000					$	34.385					$	7,909,700					$	846

(1)	Plus such indeterminate number of Common Units of Suburban Propane Partners, L.P. as may be issued to prevent dilution resulting from dividends, splits or similar transactions in accordance with Rule 416 under the Securities Act of 1933, as amended (the ‘‘Securities Act’’).

(2)	Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(c) and (h) under the Securities Act, on the basis of the average of the high and low sales prices for the Common Units reported by the New York Stock Exchange on October 13, 2006.

EXPLANATORY NOTE

In accordance with General Instruction E to Form S-8, this Registration Statement registers 230,000 additional common units of Suburban Propane Partners, L.P., for issuance pursuant to the Amended and Restated Suburban Propane Partners, L.P. 2000 Restricted Unit Plan. The contents of the earlier Registration Statement on Form S-8 filed with respect to the Suburban Propane Partners, L.P. 2000 Restricted Unit Plan, as filed with the Securities and Exchange Commission on November 8, 2001, Registration Statement No. 333-72972 are, to the extent not modified herein, hereby incorporated by reference.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

ITEM 8.    EXHIBITS.

EXHIBIT						DESCRIPTION
	3	.1				Third Amended and Restated Agreement of Limited Partnership of Suburban Propane Partners, L.P. (‘‘Suburban’’) dated as of October 19, 2006 (Incorporated by reference to Exhibit 3.1 to Suburban’s Current Report on Form 8-K filed with the Securities and Exchange Commission on October 19, 2006).
	4	.1				Description of Common Units of Suburban (Incorporated by reference to Exhibit 4.1 to Suburban’s Current Report on Form 8-K filed with the Securities and Exchange Commission on October 19, 2006).
	5					Opinion of Richards, Layton & Finger, P.A. as to the legality of Common Units being registered.
	23	.1				Consent of PricewaterhouseCoopers LLP.
	23	.2				Consent of Richards, Layton & Finger, P.A. (included in the Opinion filed as Exhibit 5).
	24					Power of Attorney of certain directors and officers of the Registrant (included in signature page of this Registration Statement).
	99					Amended and Restated Suburban Propane Partners, L.P. 2000 Restricted Unit Plan (Incorporated by reference to Exhibit 10.1 to Suburban’s Current Report on Form 8-K filed with the Securities and Exchange Commission on October 19, 2006).

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, Suburban Propane Partners, L.P. certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Whippany, State of New Jersey, on October 19, 2006.

SUBURBAN PROPANE PARTNERS, L.P.

By:    /s/ MARK A. ALEXANDER                        

Mark A. Alexander
Chief Executive Officer

POWER OF ATTORNEY

KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Mark A. Alexander, Paul Abel and Michael Stivala, or any of them, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, for him and in his name, place and stead, in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement, and to sign any related Registration Statement filed pursuant to Rule 462(b) under the Securities Act of 1933, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorneys-in-fact and agents, full power and authority to do and perform each and every act and thing required and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them or their substitute or substitutes, could lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities and on the date indicated.

Signature		Title		Date
/s/ MARK A. ALEXANDER		Chief Executive Officer (Principal Executive Officer) and Member of the Board of Supervisors		October 19, 2006
Mark A. Alexander
/s/ MICHAEL J. DUNN, JR.		President and Member of the Board of Supervisors		October 19, 2006
Michael J. Dunn, Jr.
/s/ JOHN HOYT STOOKEY		Chairman, Board of Supervisors		October 19, 2006
John Hoyt Stookey
/s/ HAROLD R. LOGAN		Member, Board of Supervisors		October 19, 2006
Harold R. Logan
/s/ DUDLEY C. MECUM		Member, Board of Supervisors		October 19, 2006
Dudley C. Mecum
/s/ ROBERT M. PLANTE		Vice President and Chief Financial Officer (Principal Financial Officer)		October 19, 2006
Robert M. Plante
/s/ MICHAEL STIVALA		Controller and Chief Accounting Officer (Principal Accounting Officer)		October 19, 2006
Michael Stivala

EXHIBIT INDEX

EXHIBIT						DESCRIPTION
	3	.1				Third Amended and Restated Agreement of Limited Partnership of Suburban Propane Partners, L.P. (‘‘Suburban’’) dated as of October 19, 2006 (Incorporated by reference to Exhibit 3.1 to Suburban’s Current Report on Form 8-K filed with the Securities and Exchange Commission on October 19, 2006).
	4	.1				Description of Common Units of Suburban (Incorporated by reference to Exhibit 4.1 to Suburban’s Current Report on Form 8-K filed with the Securities and Exchange Commission on October 19, 2006).
	5					Opinion of Richards, Layton & Finger, P.A. as to the legality of Common Units being registered.
	23	.1				Consent of PricewaterhouseCoopers LLP.
	23	.2				Consent of Richards, Layton & Finger, P.A. (included in the Opinion filed as Exhibit 5).
	24					Power of Attorney of certain directors and officers of the Registrant (included in signature page of this Registration Statement).
	99					Amended and Restated Suburban Propane Partners, L.P. 2000 Restricted Unit Plan (Incorporated by reference to Exhibit 10.1 to Suburban’s Current Report on Form 8-K filed with the Securities and Exchange Commission on October 19, 2006).

EX-5

Exhibit 5

RICHARDS, LAYTON & FINGER

A PROFESSIONAL ASSOCIATION
ONE RODNEY SQUARE
920 NORTH KING STREET
WILMINGTON, DELAWARE 19801
(302) 651-7700
FAX: (302) 651-7701
 WWW.RLF.COM 

October 19, 2006

Suburban Propane Partners, L.P.
One Suburban Plaza
240 Route 10 West
P.O. Box 206
Whippany, NJ 07981-0206

Re:    Suburban Propane Partners, L.P.

Ladies and Gentlemen:

We have acted as special Delaware counsel for the Audit Committee of Suburban Propane Partners, L.P., a Delaware limited partnership (the ‘‘Partnership’’), in connection with the matters set forth herein. At your request, this opinion is being furnished to you.

For purposes of giving the opinions hereinafter set forth, our examination of documents has been limited to the examination of originals or copies of the following:

(a)    The Certificate of Limited Partnership of the Partnership, dated December 18, 1995, as filed in the office of the Secretary of State of the State of Delaware (the ‘‘Secretary of State’’) on December 18, 1995;

(b)    The Amended and Restated Certificate of Limited Partnership of the Partnership, dated May 26, 1999 (the ‘‘Partnership Certificate’’), as filed in the office of the Secretary of State on May 26, 1999;

(c)    The Agreement of Limited Partnership of the Partnership, dated as of December 18, 1995, among Suburban Propane GP, Inc., as general partner, Quantum Chemical Corporation as the Organizational Limited Partner (as defined therein), and the other persons or entities who become partners in the Partnership or parties thereto as provided therein;

(d)    The Amended and Restated Agreement of Limited Partnership of the Partnership, dated as of March 4, 1996 (the ‘‘First Amended Partnership Agreement’’), among Suburban Propane GP, Inc., as general partner, Quantum Chemical Corporation as the Organizational Limited Partner (as defined therein), and the other persons or entities who become partners in the Partnership or parties thereto as provided therein;

(e)    The Bill of Sale, Assignment and Assumption Agreement, dated as of May 26, 1999, between Suburban Propane GP, Inc., and Suburban Energy Services Group LLC;

(f)    The Second Amended and Restated Agreement of Limited Partnership of the Partnership, dated as of May 26, 1999, among Suburban Energy Services Group LLC, a Delaware limited liability company, as general partner (the ‘‘General Partner’’), and the Persons who are or become Partners in the Partnership or parties thereto as provided therein;

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(g)    The Third Amended and Restated Agreement of Limited Partnership of the Partnership, dated October 19, 2006 (the ‘‘Partnership Agreement’’) among the General Partner and the Persons who are or become Partners in the Partnership or parties thereto as provided therein;

(h)    The minutes of a special meeting of the Compensation Committee and the Audit Committee of the Board of Supervisors of the Partnership, held on July 27, 2006;

(i)    The minutes of a special meeting of the Board of Supervisors of the Partnership, held on July 27, 2006;

(j)    The minutes of a special meeting of the Board of Supervisors of the Partnership, held on August 15, 2006;

(k)    A Certificate of the Secretary of the Partnership, dated as of October 19, 2006, as to certain matters;

(l)    The 2000 Restricted Unit Plan of the Partnership, effective November 1, 2000, as amended and restated as of October 17, 2006 (as so amended and restated, the ‘‘Restricted Unit Plan’’), relating to the authorization of 230,000 additional Common Units (as defined in the Partnership Agreement) (each, a ‘‘Common Unit’’ and collectively, the ‘‘Common Units’’) to be issued pursuant thereto;

(m)    The Registration Statement on Form S-8 pursuant to the Securities Act of 1933, as amended, to be filed on or about October 19, 2006 (the ‘‘Registration Statement’’), relating to the registration by the Partnership of the Common Units; and

(n)    A Certificate of Good Standing for the Partnership, dated September 19, 2006, obtained from the Secretary of State.

Capitalized terms used herein and not otherwise defined are used as defined in the Partnership Agreement.

For purposes of this opinion, we have not reviewed any documents other than the documents listed in paragraphs (a) through (n) above. In particular, we have not reviewed any document (other than the documents listed in paragraphs (a) through (n) above) that is referred to in or incorporated by reference into the documents reviewed by us. We have assumed that there exists no provision in any document that we have not reviewed that is inconsistent with the opinions stated herein. We have conducted no independent factual investigation of our own but rather have relied solely upon the foregoing documents, the statements and information set forth therein and the additional matters recited or assumed herein, all of which we have assumed to be true, complete and accurate in all material respects.

With respect to all documents examined by us, we have assumed (i) the authenticity of all documents submitted to us as authentic originals, (ii) the conformity with the originals of all documents submitted to us as copies or forms, and (iii) the genuineness of all signatures.

For purposes of this opinion, we have assumed (i) that the Partnership Agreement will constitute the entire agreement among the parties thereto with respect to the subject matter thereof, including with respect to the admission of partners to, and the formation, operation, management and termination of, the Partnership, as of any date on which Common Units are issued by the Partnership, (ii) that the Partnership Agreement, the Partnership Certificate and the Restricted Unit Plan will be in full force and effect and will not have been amended as of any date on which Common Units are issued by the Partnership, (iii) except to the extent provided in paragraph 1 below, that each of the parties to the documents examined by us has been duly created, organized or formed, as the case may be, and is validly existing in good standing under the laws of the jurisdiction governing its creation, organization or formation, (iv) the legal capacity of natural persons who are signatories to the documents examined by us, (v) that each of the parties to the documents examined by us has the power and authority to execute and deliver, and to perform its obligations under, such documents, (vi) the due authorization, execution and delivery by all parties thereto of all documents examined by us, (vii) the receipt by each Person to whom Common Units are issued by the Partnership (each, a ‘‘Common Unitholder’’ and collectively, the ‘‘Common Unitholders’’) of a Certificate representing

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such Common Units and the payment or exchange of consideration, if any, for the Common Units acquired by it, in accordance with the Partnership Agreement and the Restricted Unit Plan, (viii) that the books and records of the Partnership will set forth all information required by the Partnership Agreement and the Delaware Revised Uniform Limited Partnership Act (6 Del. C. § 17-101, et seq.) (the ‘‘Partnership Act’’), including all information with respect to the Common Unitholders and their contributions to the Partnership, and (ix) that the Common Units will be issued and sold to the Common Unitholders in accordance with the Partnership Agreement and the Restricted Unit Plan. We have not participated in the preparation of the Registration Statement and assume no responsibility for its contents.

This opinion is limited to the laws of the State of Delaware (excluding the securities laws of the State of Delaware), and we have not considered and express no opinion on the laws of any other jurisdiction, including federal laws and rules and regulations relating thereto. Our opinions are rendered only with respect to Delaware laws and rules, regulations and orders thereunder that are currently in effect.

Based upon the foregoing, and upon our examination of such questions of law and statutes of the State of Delaware as we have considered necessary or appropriate, and subject to the assumptions, qualifications, limitations and exceptions set forth herein, we are of the opinion that:

1.    The Partnership has been duly formed and is validly existing in good standing as a limited partnership under the Partnership Act.

2.    The Common Units have been duly authorized and, when issued to the Common Unitholders as contemplated by the Restricted Unit Plan, will be validly issued and, subject to the qualifications set forth in paragraph 3 below, fully paid and nonassessable limited partner interests in the Partnership.

3.    Assuming that the Common Unitholders, as limited partners of the Partnership, do not participate in the control of the business of the Partnership, the Common Unitholders, as limited partners of the Partnership, will have no liability in excess of their obligations to make contributions to the Partnership, their obligations to make other payments provided for in the Partnership Agreement, and their share of the Partnership's assets and undistributed profits (subject to the obligation of a limited partner of the Partnership to repay any funds wrongfully distributed to it).

With respect to the opinions set forth in paragraphs 2 and 3 above, the term ‘‘Common Unitholders’’ does not include a Person acting in its capacity as a general partner of the Partnership.

We consent to the filing of this opinion with the Securities and Exchange Commission as an exhibit to the Registration Statement. In giving the foregoing consent, we do not thereby admit that we come within the category of Persons whose consent is required under Section 7 of the Securities Act of 1933, as amended, or the rules and regulations of the Securities and Exchange Commission thereunder.

Very truly yours,

/s/ Richards, Layton & Finger, P.A.                

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EX-23.1

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 pertaining to the Amended and Restated Suburban Propane Partners, L.P. 2000 Restricted Unit Plan of our report dated December 5, 2005 relating to the financial statements, financial statement schedule, management’s assessment of the effectiveness of internal control over financial reporting and the effectiveness of internal control over financial reporting of Suburban Propane Partners, L.P., which appears in the Suburban Propane Partners, L.P.’s Annual Report on Form 10-K for the year ended September 24, 2005.

/s/ PricewaterhouseCoopers LLP
PricewaterhouseCoopers LLP
Florham Park, NJ
October 19, 2006