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): July 26, 2007

SUBURBAN PROPANE PARTNERS, L.P.

(Exact Name of Registrant as Specified in Its Charter)

Delaware

(State or Other Jurisdiction of Incorporation or Organization)

1-14222
(Commission File Number) 22-3410353
(I.R.S. Employer 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:

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

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

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

o 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

ITEM 8.01. OTHER EVENTS

On July 26, 2007, Suburban Propane Partners, L.P. (the “Partnership”) issued a press release (the “Press Release”) announcing its Fiscal 2007 Third Quarter Distribution Declaration. A copy of the Press Release has been furnished as Exhibit 99.1 to this Current Report.

In accordance with Treasury Regulation 1.1446-4(d), the Partnership hereby notifies all nominees that they are responsible for withholding 35% of the fiscal 2007 third quarter distribution from foreign investors (nonresident aliens, foreign corporations, foreign trusts and foreign estates) as required under Section 1446 of the Internal Revenue Code.

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS

(d) Exhibits.

99.1 Press Release of Suburban Propane Partners, L.P. dated July 26, 2007, announcing the Fiscal 2007 Third Quarter Distribution Declaration.

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.

July 26, 2007	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	Press Release of Suburban Propane Partners, L.P. dated July 26, 2007, announcing the Fiscal 2007 Third Quarter Distribution Declaration.

EX-99.1

News Release Contact: Michael Stivala Controller & Chief Accounting Officer P.O. Box 206, Whippany, NJ 07981-0206 Phone: 973-503-9252

FOR IMMEDIATE RELEASE

Suburban Propane Partners, L.P. Declares Increase in Annualized

Distribution Rate to $2.85 per Common Unit

Whippany, New Jersey, July 26, 2007 — Suburban Propane Partners, L.P. (NYSE:SPH), a marketer of propane gas, fuel oil and related products and services nationwide, today announced that its Board of Supervisors declared the fourteenth increase (since the Partnership’s recapitalization in 1999) in the Partnership’s quarterly distribution from $0.70 to $0.7125 per Common Unit for the three months ended June 30, 2007. The distribution equates to $2.85 per Common Unit annualized, an increase of $0.05 per Common Unit from the previous distribution rate, and is payable on August 14, 2007 to Common Unitholders of record as of August 7, 2007.

In announcing the increase in the distribution rate, Chief Executive Officer Mark A. Alexander said, “With this increase in our distribution rate, the fourteenth since 1999, distributions have grown 12% over the prior year third quarter. With our continued efforts to drive efficiencies and streamline our cost structure, as well as on the strength of our distribution coverage, we are well positioned to continue to deliver increasing value to our unitholders. Additionally, as previously announced, we have made the voluntary contribution of $20.0 million to our pension plan in order to fully fund our accumulated benefit obligations.”

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 in the customer service business since 1928. The Partnership serves the energy needs of approximately 1,000,000 residential, commercial, industrial and agricultural customers through more than 300 locations in 30 states.

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