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): January 21, 2009

SUBURBAN PROPANE PARTNERS, L.P.
(Exact name of registrant as specified in its charter)

Delaware	001-14222	22-3410353
(State or other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

240 Route 10 West Whippany, New Jersey	07981
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s telephone number, including area code: (973) 887-5300

(Former name or former address if changed since last report.)

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 January 21, 2009, Suburban Propane Partners, L.P. (the “Partnership”) issued a press release (the “Press Release”) announcing its Fiscal 2009 First 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), a qualified notice was issued to the New York Stock Exchange indicating that this distribution represents income effectively connected with a U.S. business (ECI) and that all nominees are responsible for withholding 35% of the fiscal 2009 first quarter distribution to 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 January 21, 2009, announcing the Fiscal 2009 First 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.

January 21, 2009	SUBURBAN PROPANE PARTNERS, L.P.
	By: /s/ MICHAEL A. STIVALA
	Name: Michael A. Stivala Title: Chief Financial Officer and Chief Accounting Officer

EXHIBITS

Exhibit No.	Exhibit
99.1	Press Release of Suburban Propane Partners, L.P. dated January 21, 2009, announcing the Fiscal 2009 First Quarter Distribution Declaration.

EX-99.1

Exhibit 99.1

FOR IMMEDIATE RELEASE

Suburban Propane Partners, L.P. Declares
Increase in Annualized Distribution Rate
to $3.24 per Common Unit

Whippany, New Jersey, January 21, 2009 — Suburban Propane Partners, L.P. (NYSE:SPH), a nationwide distributor of propane, fuel oil and related products and services, as well as a marketer of natural gas and electricity, today announced that its Board of Supervisors declared the 20^th increase (since the Partnership’s recapitalization in 1999) in the Partnership’s quarterly distribution from $0.805 to $0.810 per Common Unit for the three months ended December 27, 2008. The distribution equates to $3.24 per Common Unit annualized, an increase of $0.02 per Common Unit from the previous distribution rate, and a growth rate of 6.2% compared to the first quarter of fiscal 2008. The distribution at this increased rate is payable on February 10, 2009 to Common Unitholders of record as of February 3, 2009.

In announcing the increase in the distribution rate, Chief Executive Officer Mark A. Alexander said, “We are extremely pleased to declare our eleventh consecutive increase in our quarterly distribution, which equates to an annualized rate of $3.24 per Common Unit, representing more than 6% growth over the prior year first quarter. This latest increase is a testament to our strong balance sheet and solid operating platform. With our strong cash position, excellent distribution coverage, efficient operating platform and flexible cost structure, we are well positioned to continue delivering sustainable profitable growth to our valued unitholders during these tough economic times.”

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 more than 900,000 residential, commercial, industrial and agricultural customers through more than 300 locations in 30 states.

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