8-K

                       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


                                November 2, 2000
                ------------------------------------------------
                Date of report (Date of earliest event reported)


                            All Star Gas Corporation
               --------------------------------------------------
               (Exact Name of Registrant as Specified in Charter)

     Missouri                      1-11393                       43-1494323
- -------------------          --------------------            ------------------
     (State of               (Commission File No.)             (IRS Employer
   Incorporation)                                            Identification No.)


                                  P.O. Box 303
                           119 West Commercial Street
                             Lebanon, Missouri 65536
              -----------------------------------------------------
              (Address of Principal Executive Offices and Zip Code)


                                 (417) 532-3103
              ----------------------------------------------------
              (Registrant's telephone number, including area code)


                                       N/A
          ------------------------------------------------------------
          (Former Name or Former Address, if Changed Since Last Report)





Item 5.  Other Events.

     A copy of the Press Release issued by All Star Gas Corporation on November
2, 2000 is filed as Exhibit 99.1 to this Current Report and is incorporated
herein by reference.

Item 7.  Financial Statements and Exhibits.

     99.1 Press Release issued by All Star Gas Corporation on November 2, 2000.


                                   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.

Dated: November 2, 2000

                                        ALL STAR GAS CORPORATION


                                        By: /s/ VALERIA SCHALL
                                            ------------------------------------
                                            Name:  Valeria Schall
                                            Title: Executive Vice President

EX-99.1

                                                                    EXHIBIT 99.1

                                  PRESS RELEASE

November 2, 2000 - All Star Gas Corporation offers to exchange its 12 7/8%
Senior Secured Notes Due 2000 (the "Notes").

     All Star Gas Corporation announced today that it is offering to exchange an
aggregate principal amount of $50,880,000 of its 11% Senior Secured Notes Due
2003 for a like principal amount of its issued and outstanding Notes.
Consummation of the offer is subject to several conditions including the tender
of 100% of the aggregate principal amount of the outstanding Notes not owned by
All Star Gas Corporation or its affiliates. No assurance can be given that the
transaction will be completed as proposed.

     This Press Release includes "forward looking statements" within the meaning
of Section 27A of the Securities Act and Section 21E of the Exchange Act, which
represent the Company's expectations or beliefs concerning future events that
involve risks and uncertainties. There can be no assurance that such
expectations will prove to be correct. Investors and prospective investors
should read this Press Release in conjunction with the Company's periodic
reports filed with the Securities and Exchange Commission.

     For additional information contact Valeria Schall, All Star Gas
Corporation, 417-532-3103.