UNITED STATES SECURITIES AND
EXCHANGE COMMISSION
Washington, D.C.  20549


Schedule 13G


Under the Securities Exchange Act of 1934

(RULE 13d-102)


Information to be included in statements filed
pursuant to Rule 13d-1 (b) (c) and (d) and Amendments
thereto filed pursuant to Rule 13d-2 (b).


Star Gas Partners, L.P.
(Name of Issuer)


Common Units
(Title of Class of Securities)


85512C105
(CUSIP Number)


May 8, 2006
(Date of Event which Requires Filing of this Statement)


Check the appropriate box to designate the rule pursuant
to which this Schedule is filed:

[X] 	Rule 13d-1 (b)

[ ]	Rule 13d-1 (c)

[ ]	Rule 13d-1 (d)

	*The remainder of this cover page shall be filled
out for a reporting person's initial filing on this form
with respect to the subject class of securities, and for
any subsequent amendment containing information which
would alter the disclosures provided in a prior cover
page.

	The information required in the remainder of this
cover page shall not be deemed to be "filed" for the
purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of
that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).




SCHEDULE 13G


Issuer: Star Gas Partners, L.P.       CUSIP No.: 85512C105

1	NAMES OF REPORTING PERSONS I.R.S.
	IDENTIFICATION NOS. OF ABOVE PERSONS
	MacKay Shields LLC
	13-4080466


2	CHECK THE APPROPRIATE BOX IF A MEMBER
	OF A GROUP
	(a)
	(b)


3	SEC USE ONLY


4	CITIZENSHIP OR PLACE OF ORGANIZATION
	Delaware (United States)



NUMBER OF SHARES BENEFICIALLY OWNED BY EACH
REPORTING PERSON WITH:


5  	SOLE VOTING POWER
	8,808,932

6  	SHARED VOTING POWER
	-0-

7  	SOLE DISPOSITIVE POWER
	8,808,932

8       SHARED DISPOSITIVE POWER
	-0-

9	AGGREGATE AMOUNT BENEFICIALLY OWNED
	BY EACH REPORTING PERSON
	8,808,932


10	CHECK IF THE AGGREGATE AMOUNT IN
	ROW (11) EXCLUDES CERTAIN SHARES

	Not Applicable


11	PERCENT OF CLASS REPRESENTED BY AMOUNT
   	IN ROW 11:

	11.63%


12	TYPE OF REPORTING PERSON
	I/A






SCHEDULE 13G

Issuer:  Star Gas Partners, L.P.  CUSIP No.: 85512C105


ITEM 1

(a)	Name of Issuer:
	Star Gas Partners, L.P.


(b)	Address of Issuer's Principal Executive Offices:
	2187 Atlantic Street
	Stamford, CT  06912


ITEM 2

(a)	Name of Person Filing:
	MacKay Shields LLC


(b)	Address of Principal Business Office:
	9 West 57th Street
	New York, New York  10019


(c)	Citizenship:
	United States


(d)	Title of Class of Securities:
	Common Units


(e)	CUSIP Number:
	85512C105



ITEM 3

If this statement is filed pursuant to Sections 240.
13d-1(b), or 240.13d-2(b) or (c), check whether
the person filing is a:

(a)	[  ]	Broker or dealer registered under
		Section 15 of the Act (15 U.S.C. 78o);

(b)	[  ]	Bank as defined in section 3(a)(6) of
		the Act (15 U.S.C. 78c);

(c) 	[  ]	Insurance Company as defined in section
		3(a)(19) of the Act (15 U.S.C. 78C);

(d)	[  ]	Investment company registered under
		Section	8 of the Investment Company Act
		if 1940 (15 U.S.C. 80a-8);

(e)	[X ]	An investment adviser in accordance
		with Section 240.13d-1(b)(1)(ii)(E);

(f)	[  ]	An employee benefit plan or endowment
		fund in accordance with Section
		240.13d-1(b)(1)(ii)(F);

(g)	[  ]	A parent holding company or control
		person in accordance with Section
		240.13d-1(b)(1)(ii)(G);

(h)	[  ]	A savings associations as defined in
		Section 3(b) of the Federal Deposit
		Insurance Act (12 U.S.C. 1813);

(i)	[  ]	A church plan that is excluded from the
		definition of an insurance company under
		Section 3 (c)(14) of the Investment
		Company	Act of 1940 (15 U.S.C. 80a-3);

(j)	[  ]	Group, in accordance with section
		240.13d-1 (b)(1)(ii)(J).





SCHEDULE 13G

Issuer: Star Gas Partners, L.P.    CUSIP No.: 85512C105

ITEM 4.	Ownership.

MacKay Shields LLC, an investment adviser registered under
Section 203 of the Investment Advisers Act of 1940, is deemed
to be the beneficial owner of 8,808,932 shares or 11.63% of
the Common Units believed to be outstanding as a result of
acting as investment adviser to various clients.


ITEM 5. Ownership of Five Percent or Less of a Class.

	Not Applicable


ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF
	ANOTHER PERSON

	Not Applicable


ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE
	SUBSIDIARY WHICH ACQUIRED THE SECURITY BEING
	REPORTED ON BY THE PARENT HOLDING COMPANY OR
	CONTROL PERSON.

	Not Applicable


ITEM 8. Identification and Classification of Members
	of the Group.

	Not Applicable


ITEM 9. Notice of Dissolution of Group

	Not Applicable


ITEM 10. Certification

By signing below I certify that, to the best of my
knowledge and belief, the securities referred to above
were acquired and held in the ordinary course of business
and were not acquired and are not held for the purpose of
or with the effect of changing or influencing the control
of the issuer of such securities and were not acquired and
are not held in connectionwith or as a participant in any
transaction having that purpose of effect.

SIGNATURE

After reasonable inquiry and to the best of my knowledge
and belief, I certify that the information set forth
in this statement is true, complete and correct.

Date:		May 8, 2006

Signature:	___________________

Name/Title:	Rene A. Bustamante
		Director and Chief Compliance Officer