PROSPECTUS SUMMARY

This summary highlights selected information from the prospectus. As a result, it does not contain all ofeach such document, unless the information you should consider before investing. You should carefully read this prospectus, including the documents incorporated herein by reference.specifically indicates that another date applies.

Favorable operating footprint with high percentage of retail sales.    Our operations are primarily located on the east and west coastsPartnership, of the United States, which are characterized by a concentration of higher margin retail customers. For fiscal year 2004, sales to retail customers represented approximately 89%Partnership’s senior notes. Suburban Energy Finance Corp. has nominal assets and 100% of our propane and fuel oil gallons sold, respectively. High customer density in these regions provides significant economies of scale and allows us to maximize our operating efficiencies as we are able to service a significant number of customers using a smaller fleet of trucks.

Dedication to customer satisfaction.    We maintain an internal focus on customer satisfaction through the implementation of marketing programs and local-level accountability for customer retention. In addition, our compensation plans are based, in part, on the results of a customer satisfaction survey administered quarterly by an independent third party. As a result, our customer satisfaction ratings have substantially increased over the last seven years.

Experienced management team.    Our management team includes a combination of executives with significant industry experience, complemented by those that bring broad-basedconducts no business and financial experience. Our general partner is fully owned by management and the Incentive Distribution Rights of our general partner under our partnership agreement are capped at 15% compared to 50% for other master limited partnerships.

Our Strategy

Our business strategy is to deliver increasing value through initiatives, both internal and external, that are intended to achieve sustainable profitable growth. We pursue this business strategy through a combination of:

•    Internal Focus on Growth, Customer Service and Improving Operating Efficiency.

•    Selective Acquisitions of Complementary Businesses or Assets.

•    Selective Dispositions of Non-Strategic Assets.

•    A Disciplined Approach Toward Capital Spending.operations.

For more information about our business, please refer to the “Business” section in our most recent Annual Report on our strategy see our "Annual Report—Business—Our Strategy".

Concurrent Transactions

ConcurrentlyForm10-K filed with the offeringSEC and incorporated by reference in this prospectus and the “Management’s Discussion and Analysis of Financial Condition and Results of Operations” sections of our most recent Annual Report on Form10-K and all subsequent Quarterly Reports on Form10-Q filed with the old notes,SEC and incorporated by reference in this prospectus.

Our common units, representing limited partner interests in the operating partnership entered into an amended senior credit facility composed of a new $125.0 million term loan facility, a $75.0 million revolving credit facility and a $75.0 million stand alone letter of credit facility. We usedPartnership, are traded on the net proceeds from the offering, borrowingsNew York Stock Exchange under the amended senior credit facility and cash on hand to redeem the operating partnership's 7.54% senior notes due 2011 and its 7.37% senior notes due 2012 (collectively, the "operatingsymbol SPH. We were formed as a Delaware limited partnership notes"). We refer to these transactions, collectively, as the "refinancing transactions."

Where You Can Find Us

We maintain ourin 1995. Our executive offices are located at 240 Route 10 West, Whippany, New Jersey 07981, and our telephone number at that address is 973-887-5300. Our website is www.suburbanpropane.com.(973)887-5300.

Unless the context otherwise requires, the terms “Partnership,” “Suburban,” “we,” “us,” and “our” are used to refer to Suburban Propane Partners, L.P. and its consolidated subsidiaries, including the Operating Partnership. The information onterm “you” refers to a prospective investor.

Summary Terms Our business is influenced by many factors that are difficult to predict and beyond our control and that involve uncertainties that may materially affect our results of operations, financial condition or cash flows, or the value of our common units. If any one or more of the Exchange Offer

On March 31, 2005 we completed the private offering of the old notes. As part of the offering, we entered into an exchange and registration rights agreement with the initial purchasers of the old notesrisks set forth in which we agreed, among other things, to complete the exchange offer for the old notes. Below is a summary of the exchange offer.

Exchange and Registration Rights Agreement		Under the exchange and registration rights agreement, we are obligated to offer to exchange the old notes for registered notes. The exchange offer is intended to satisfy that obligation. After the exchange offer is complete, except as set forth in the next paragraph, you will no longer be entitled to any exchangeany applicable prospectus supplement or registration rights with respect to your old notes.

		The exchange and registration rights agreement requires us to file a registration statement for a continuous offering in accordance with Rule 415 under the Securities Act for your benefit if you would not receive freely tradeable registered notes in the exchange offer or you are ineligible to participate in the exchange offer and indicate that you wish to have your old notes registered under the Securities Act.

The Exchange Offer		The co-issuers are offering to exchange $1,000 principal amount of their 6 7/8% senior notes due 2013, which have been registered under the Securities Act, for each $1,000 principal amount of their unregistered 6 7/8% senior notes due 2013 that were issued in the original issuance of the old notes on March 31, 2005.

		In order to be exchanged, an old note must be validly tendered and accepted. All old notes that are validly tendered and not validly withdrawn will be accepted and exchanged.

		Currently, there are $250,000,000 aggregate principal amount of old notes outstanding.

		We will issue the registered notes promptly after the time of expiration.

Resales of the Registered Notes		We believe that the registered notes to be issued in the exchange offer may be offered for resale, resold and otherwise transferred by you without compliance with the registration provisions of the Securities Act only if you meet the following conditions:

		•	any registered notes received by you will be acquired in the ordinary course of your business;

		•	you have no arrangements or understanding with any person to participate in the distribution of the registered notes;

		•	you are not our affiliate, as that term is defined in Rule 405 of the Securities Act; and

		•	you are not engaged in, and do not intend to engage in, the distribution of the registered notes.

		Our belief is based on interpretations by the staff of the Securities and Exchange Commission, as set forth in no-action letters issued to third parties unrelated to us. The staff has not considered this exchange offer in the context of a no-action letter, and we cannot assure you that the staff would make a similar determination with respect to this exchange offer.

		If you do not meet the above conditions, you may not participate in the exchange offer or sell, transfer or otherwise dispose of any old notes unless (i) they have been registered for resale by you under the Securities Act and you deliver a "resale" prospectus meeting the requirements of the Securities Act or (ii) you sell, transfer or otherwise dispose of the registered notes in accordance with an applicable exemption from the registration requirements of the Securities Act.

		Each broker-dealer that receives registered notes for its own account in exchange for old notes, where such old notes were acquired by such broker-dealer as a result of market-making activities or other trading activities, must acknowledge that it will deliver a prospectus in connection with any resale of such registered notes. See "Plan of Distribution." A broker-dealer may use this prospectus for an offer to resell or to otherwise transfer those registered notes for a period of 180 days after the time of expiration.

Expiration Date		The exchange offer will expire at                 , New York City time, on                 , 2005, unless we decide to extend the exchange offer. We will not extend the exchange offer past                 , 2005.

Conditions to the Exchange Offer		The only conditions to completing the exchange offer are that the exchange offer not violate any applicable law, regulation or applicable interpretation of the staff of the Securities and Exchange Commission and that no injunction, order or decree of any court or any governmental agency that would prohibit, prevent or otherwise materially impair our ability to proceed with the exchange offer shall be in effect. See "The Exchange Offer—Conditions."

Procedures for Tendering Old Notes Held in the Form of Book-Entry Interests		The old notes were issued as global notes in fully registered form without interest coupons. Beneficial interests in the old notes held by direct or indirect

		participants in The Depository Trust Company, or DTC, are shown on, and transfers of those interests are effected only through, records maintained in book-entry form by DTC with respect to its participants.

		If you hold old notes in the form of book-entry interests and you wish to tender your old notes for exchange pursuant to the exchange offer, you must transmit on or prior to the time of expiration either:

		•	a computer-generated message transmitted by means of DTC's Automated Tender Offer Program system and received by the exchange agent and forming a part of a confirmation of book-entry transfer, in which you acknowledge and agree to be bound by the terms of the letter of transmittal for your notes; or

		•	a written or facsimile copy of a properly completed and duly executed letter of transmittal for your notes, including all other documents required by the letter of transmittal, to the exchange agent at the address set forth on the cover page of the letter of transmittal.

		The exchange agent must also receive on or prior to the time of expiration either:

		•	a timely confirmation of book-entry transfer of your old notes into the exchange agent's account at DTC pursuant to the procedure for book-entry transfers described in this prospectus under the heading "The Exchange Offer—Book-Entry Transfer;" or

		•	the documents necessary for compliance with the guaranteed delivery procedures described below.

		A letter of transmittal for your notes accompanies this prospectus. By executing the letter of transmittal for your notes or delivering a computer-generated message through DTC's Automated Tender Offer Program system, you will represent to us that, among other things:

		•	any registered notes received by you will be acquired in the ordinary course of your business;

		•	you have no arrangements or understandings with any person to participate in the distribution of the registered notes;

		•	you are not our affiliate, as that term is defined in Rule 405 under the Securities Act;

		•	you are not engaged in, and do not intend to engage in, the distribution of the registered notes; and

		•	if you are a broker-dealer, you will receive registered notes for your own account in exchange for old notes that were acquired as a result of market-making activities or other trading activities and not directly from us and you will comply with the prospectus delivery requirements of the Securities Act.

Procedures for Tendering Certificated Old Notes		If you are a holder of book-entry interests in the old notes, you are entitled to receive, in limited circumstances, in exchange for your book-entry interests, certificated notes which are in equal principal amounts to your book-entry interests. See "Description of the Notes—Book Entry; Delivery and Form." If you acquire certificated old notes prior to the time of expiration, you must tender your certificated old notes in accordance with the procedures described in this prospectus under the heading "The Exchange Offer—Procedures for Tendering—Certificated Old Notes."

Special Procedures for Beneficial Owners		If your old notes are registered in the name of a broker, dealer, commercial bank, trust company or other nominee and you wish to tender your old notes, you should contact the registered holder promptly and instruct the registered holder to tender on your behalf. If you wish to tender on your own behalf, you must, prior to completing and executing the letter of transmittal for your old notes and delivering your old notes, either make appropriate arrangements to register ownership of the old notes in your name or obtain a properly completed bond power from the registered holder. The transfer of registered ownership may take considerable time. See "The Exchange Offer—Procedures for Tendering—Procedures Applicable to All Holders."

Guaranteed Delivery Procedures		If you wish to tender your old notes in the exchange offer and:

		•	they are not immediately available;

		•	time will not permit your old notes or other required documents to reach the exchange agent before the time of expiration; or

		•	you cannot complete the procedure for book-entry transfer on a timely basis,

		you may tender your old notes in accordance with the guaranteed delivery procedures set forth in "The Exchange Offer—Procedures for Tendering—Guaranteed Delivery Procedures."

Acceptance of Old Notes and Delivery of Registered Notes		Except under the circumstances described above under "Conditions to the Exchange Offer," we will accept for exchange any and all old notes which are properly tendered prior to the time of expiration. The registered notes to be issued to you in the exchange offer will be delivered promptly following the time of expiration. See "The Exchange Offer—Terms of the Exchange Offer."

Withdrawal		You may withdraw the tender of your old notes at any time prior to the time of expiration. We will return to you any old notes not accepted for exchange for any reason without expense to you promptly after withdrawal, rejection of tender or termination of the exchange offer.

Exchange Agent		The Bank of New York is serving as the exchange agent in connection with the exchange offer.

Consequences of Failure to Exchange		If you do not participate in the exchange offer for your old notes, upon completion of the exchange offer, the liquidity of the market for your old notes could be adversely affected. See "The Exchange Offer—Consequences of Failure to Exchange."

Material United States Federal Income Tax Consequences of the Exchange Offer		The exchange of old notes for registered notes should not be a taxable event for United States federal income tax purposes. See "Material United States Federal Income Tax Consequences of the Exchange Offer."

Summary Terms of the Registered Notes

The following summary contains basic information about the registered notes. It does not contain all the information that may be important to you. For a more complete understanding of the registered notes, please refer to the section of this document entitled "Description of the Notes."

Issuers		Suburban Propane Partners, L.P. and Suburban Energy Finance Corp.

		Suburban Energy Finance Corp. is a wholly-owned direct subsidiary of Suburban Propane Partners, L.P. the sole purpose of which is to serve as the co-issuer of the registered notes. Suburban Energy Finance Corp. has only nominal assets and does not conduct any operations. As a result, you should not expect Suburban Energy Finance Corp. to contribute to servicing the interest and principal obligations on the registered notes.

Notes Offered		$250,000,000 aggregate principal amount of 6 7/8% Senior Notes due 2013. The registered notes will be issued under the indenture, dated as of December 23, 2003, pursuant to which we previously issued the existing notes and the old notes. The registered notes, the existing notes, any old notes not tendered and any additional notes issued under the indenture will be treated as a single class of securities for all purposes under the indenture.

Maturity Date		December 15, 2013.

Interest Rate		6 7/8%.

Interest Payment Dates		Interest will be payable semiannually in arrears on each December 15 and June 15 of each year, beginning on the first interest payment date after the issuance of the notes.

Ranking		The registered notes will be our unsecured, senior obligations and rank senior in right of payment to any of our future subordinated indebtedness and equally in right of payment to all of our existing and future unsecured senior indebtedness.

		The registered notes will be structurally subordinated to, which means they rank effectively behind, the indebtedness and other liabilities of all of our subsidiaries, including the indebtedness and other liabilities of the operating partnership and its subsidiaries. The operating partnership and its subsidiaries had an aggregate of approximately $140.7 million of total indebtedness and approximately $256.0 million of trade payables and other liabilities as of June 25, 2005. See "Description of the Notes."

Optional Redemption		We may redeem some or all of the registered notes at any time or from time to time on or after December 15, 2008,

		at redemption prices described in this prospectus in "Description of the Notes—Optional Redemption." In addition, prior to December 15, 2006, we may redeem up to 35% of the aggregate amount of the notes at a redemption price equal to 106.875% of the principal amount of the registered notes, including any additional notes, plus accrued and unpaid interest, with the net cash proceeds of certain offerings of common units as described in this prospectus in "Description of the Notes—Optional Redemption."

Change of Control Offer		Upon the occurrence of a change of control, we must offer to repurchase the registered notes at 101% of the principal amount of the registered notes repurchased, plus accrued and unpaid interest, to the date of repurchase. See "Description of the Notes—Repurchase at the Option of Holders—Change of Control."

Certain Covenants		The indenture contains certain covenants limiting, among other things, our ability and the ability of our restricted subsidiaries, to:

		•	incur additional debt or issue preferred stock;

		•	pay dividends or make other distributions on, redeem or repurchase our capital stock;

		•	make investments or other restricted payments;

		•	enter into transactions with affiliates;

		•	engage in sale and leaseback transactions;

		•	sell, transfer or issue shares of capital stock of restricted subsidiaries;

		•	create liens on our assets;

		•	transfer or sell assets;

		•	restrict dividends or other payments to us; and

		•	effect a consolidation, liquidation or merger.

		These covenants are subject to important exceptions and qualifications that are described in this prospectus in "Description of the Notes—Certain Covenants."

Risk Factors

See "Risk Factors" beginning on page 10 for a discussion of certain risks relating to us, our business and an investment in the registered notes.

RISK FACTORS

Participating in the exchange offer and investing in the notes involves a high degree of risk. Presented below are all the risks that management deems material to an investment in the notes. You should carefully consider the risks described below, together with the other information contained in or incorporated by reference ininto this prospectus before making your decision whether to participate in the exchange offer. As a result of any of these risks,actually occur, our business, financial condition or results of operations or financial condition may be adversely affected,would likely suffer. In addition, the trading price of our common units could decline, and you may lose all or part of your investment in our common units.

Risks Relating to the Notes

The level of our indebtedness could adversely affect our financial health and prevent us from fulfilling our obligations under these notes.

We have a significant amount of indebtedness. On June 25, 2005, we had total indebtedness of approximately $563.7 million, of which $425.0 million consisted of the notes and the existing notes, and the balance consisted primarily of senior debt of our subsidiaries.

The level of our indebtedness could have important consequences to you. For example, it could:

•	make it more difficult for us to satisfy our obligations with respect to these notes;

•	increase our vulnerability to general adverse economic and industry conditions;

•	require us to dedicate a substantial portion of our cash flow from operations to payments on our indebtedness, thereby reducing the availability of our cash flow to fund working capital, capital expenditures and other general partnership purposes;

•	limit our flexibility in planning for, or reacting to, changes in our business and the industry in which we operate;

•	place us at a competitive disadvantage compared to our competitors that have less debt; and

•	limit our ability to borrow additional funds.

In addition, the indenture contains, and the operating partnership's amended credit facility contains, financial and other restrictive covenants that limit our ability to engage in activities that may be in our long-term best interests. Our failure to comply with those covenants could result in an event of default which, if not cured or waived, could result in the acceleration of all of our indebtedness.

Despite current indebtedness levels, we and our subsidiaries may still be able to incur more debt, which could further exacerbate the risks associated with our substantial leverage.

We and our subsidiaries may be able to incur additional indebtedness in the future. The terms of the indenture and our other debt agreements do not absolutely prohibit us or our subsidiaries from doing so. As of June 25, 2005, our revolving credit facility would permit additional borrowing of up to $59.8 million. If additional debt is added to our and our subsidiaries' current debt levels, the related risks that we and they now face could intensify. See "Description of Certain Indebtedness."

We will require a significant amount of cash to service our indebtedness, and our ability to generate cash depends on many factors beyond our control.

Our ability to make payments on and to refinance our indebtedness, including these notes, and to fund planned capital expenditures will depend on our ability to generate cash in the future. This, to a certain extent, is subject to general weather, economic, financial, competitive, legislative, regulatory and other factors that are beyond our control.

Based on our current level of operations and anticipated cost savings and operating improvements, we believe our cash flow from operations, available cash and available borrowings under the operating partnership's amended senior credit facility, will be adequate to meet our future liquidity needs for the foreseeable future.

We cannot assure you, however, that our business will generate sufficient cash flow from operations, that currently anticipated cost savings and operating improvements will be realized on schedule or that future borrowings will be available to us under the operating partnership's amended senior credit facility in an amount sufficient to enable us to pay our indebtedness, including these notes, or to fund our other liquidity needs. We may need to refinance all or a portion of our indebtedness, including these notes, on or before maturity. We cannot assure you that we will be able to refinance any of the operating partnership's indebtedness, including the operating partnership's amended senior credit facility, on commercially reasonable terms or at all.

These notes will be structurally subordinated to the debt of our subsidiaries.

We derive substantially all of our revenue and cash flow from the operating partnership and its subsidiaries. Neither the operating partnership nor any of its subsidiaries will guarantee the notes. Creditors of our subsidiaries (including trade creditors) will generally be entitled to payment from the assets of those subsidiaries before those assets can be distributed to us. As a result, these notes will be structurally subordinated to the prior payment of all of the debt (including trade payables) of our subsidiaries, including the operating partnership's amended senior credit facility. As of June 25, 2005, our subsidiaries had an aggregate of approximately $140.7 million of total indebtedness and approximately $256.0 million of trade payables and other liabilities. Furthermore, up to $59.8 million was available to our subsidiaries for additional borrowing under the operating partnership's amended senior credit facility. Our subsidiaries that have their debt accelerated, may be unable to repay such indebtedness. Our assets and our subsidiaries' assets may be insufficient to fully repay these notes and our other indebtedness. See "Description of Certain Indebtedness."

We may not have access to the cash flow and other assets of our subsidiaries that may be needed to make payments on these registered notes.

Although substantially all of our business is conducted through our subsidiaries, none of our subsidiaries is obligated to make funds available to us for payment on these notes. Accordingly, our ability to make payments on these notes is dependent on the earnings and the distribution of funds from our subsidiaries. The terms of the operating partnership's amended senior credit facility contain financial covenants that, if not met, could restrict the operating partnership and its subsidiaries from paying dividends and otherwise transferring assets to us. If a default exists under such facility, including the maintenance of specified financial covenants, such facility will prohibit distributions to us. Furthermore, our subsidiaries are permitted under the terms of the indenture to incur additional indebtedness that may severely restrict or prohibit the making of distributions, the payment of dividends or the making of loans by such subsidiaries to us. We cannot assure you that the agreements governing the current and future indebtedness of our subsidiaries will permit our subsidiaries to provide us with sufficient dividends, distributions or loans to fund payments on these notes when due. See "Description of Certain Indebtedness."

We may not have the ability to raise the funds necessary to finance the change of control offer required by the indenture.

Upon the occurrence of certain specific kinds of change of control events, we will be required to offer to repurchase all old notes at 101% of the principal amount thereof plus accrued and unpaid interest and liquidated damages, if any, to the date of repurchase. However, it is possible that we will not have sufficient funds at the time of the change of control to make the required repurchase of notes or that restrictions in our debt agreements will not allow such repurchases. In addition, certain important corporate events, such as leveraged recapitalizations that would increase the level of our indebtedness, would not constitute a "Change of Control" under the indenture. See "Description of the Notes—Repurchase at the Option of Holders."

Our debt instruments include restrictive and financial covenants that limit our operating flexibility.

The operating partnership's amended senior credit facility requires us to maintain certain financial ratios, and the amended senior credit facility and the indenture governing the notes contain covenants that, among other things, restrict our ability to take specific actions, even if we believe such actions are in our best interest. These include, among other things, restrictions on our ability to:

•	incur additional debt;

•	create liens or negative pledges with respect to our assets;

•	pay dividends or distributions on, or redeem or repurchase, our capital stock;

•	make investments, loans or advances or other forms of payments;

•	issue, sell or allow distributions on capital stock of specified subsidiaries;

•	enter new lines of business;

•	prepay or defease specified indebtedness, including the notes;

•	enter into transactions with affiliates; or

•	merge, consolidate or sell our assets.

Any failure to comply with the restrictions of the amended senior credit facility or the indenture governing the notes or existing and any subsequent financing agreements may result in an event of default. Such default may allow our creditors to accelerate the related debt and may result in the acceleration of any other debt to which a cross-acceleration or cross-default provision applies. In addition, these creditors may be able to terminate any commitments they had made to provide us with further funds. See "Description of the Notes—Certain Covenants" and "Description of Certain Indebtedness" for more information on our restrictive and financial covenants.

If an active trading market does not develop for these notes you may not be able to resell them.

There is currently no established trading market for the registered notes. We do not intend to list the registered notes on any national securities exchange or seek the admission of the registered notes for quotation through the National Association of Securities Dealers Automated Quotation System. The liquidity of the trading market for the registered notes will depend in part on the level of participation of the holders of the old notes in the exchange offer. The greater the participation in the exchange offer, the greater the liquidity of the trading market for the registered notes and the less the liquidity of the trading market for the old notes not tendered during this exchange offer. We do not know how many holders of our old notes will accept this exchange offer and, therefore, do not know what principal amount of registered notes will be issued. As a result, we cannot assure you that any market for the registered notes will develop, or if one does develop, that it will be maintained. If an active market for the registered notes fails to develop, or be maintained, the trading price and liquidity of the registered notes could be adversely affected.

Since we are a limited partnership, you may not be able to pursue legal claims against Suburban Propane in U.S. federal courts.

Suburban Propane is a limited partnership organized under the laws of the state of Delaware. Under the rules of federal civil procedure, you may not be able to sue us in federal court because of lack of complete diversity. Case law applying diversity jurisdiction deems us to have the citizenship of each of our limited partners. Because we are a publicly traded limited partnership, it may be impracticable for you to attempt to sue us in a federal court because, for practical purposes, we have citizenship in all 50 U.S. states. Accordingly, you will be limited to bringing any claims in state court. The indenture and exchange and registration rights agreement are governed by New York law, and we have operations in 30 U.S. states, including New York. In addition, Suburban Energy Finance Corp., our corporate co-issuer for the notes, has only nominal assets and no operations. While you may be able to sue the corporate co-issuer in federal court, you are not likely to be able to realize any judgment rendered against it.

Risks Inherent in Our Business

Since weather conditions may adversely affect demand for propane, fuel oil and other refined fuels, our results of operations and financial condition are vulnerable to warm winters.

Weather conditions have a significant impact on the demand for propane, fuel oil and other refined fuels for both heating and agricultural purposes. Many of our customers rely heavily on propane or fuel oil as a heating fuel. The volume of propane and fuel oil sold is at its highest during the six-month peak heating season of October through March and is directly affected by the severity of the winter. Typically, we sell approximately two-thirds of our retail propane volume and approximately three-fourths of our retail fuel oil volume during the peak heating season.

Actual weather conditions can vary substantially from year to year, significantly affecting our financial performance. For example, temperatures nationwide averaged 7% warmer than normal in fiscal year 2004 compared to 1% warmer than normal temperatures in fiscal year 2003 and 13% warmer than normal temperatures in fiscal year 2002 as reported by the National Oceanic and Atmospheric Administration ("NOAA"). Nationwide average temperatures, as reported by NOAA, averaged 5% warmer than normal for the six months ended March 26, 2005, compared to 3% warmer than normal for the six months ended March 27, 2004. Furthermore, variations in weather in one or more regions in which we operate can significantly affect the total volume of propane, fuel oil and other refined fuels we sell and, consequently, our results of operations. Variations in the weather in the northeast, where we have a greater concentration of higher margin residential accounts and substantially all of our fuel oil operations, generally have a greater impact on our operations than variations in the weather in other markets. Our ability to pay principal and interest on our indebtedness depends on the cash generated by the operating partnership. The operating partnership's financial performance is affected by weather conditions. As a result, we cannot assure you that the weather conditions in any quarter or year will not have a material adverse effect on our operations or that our available cash will be sufficient to pay principal and interest on our indebtedness.

The risk of terrorism and political unrest in the Middle East may adversely affect the economy and the price and availability of propane, fuel oil and other refined fuels.

Terrorist attacks, such as the attacks that occurred in New York, Pennsylvania and Washington, D.C. on September 11, 2001, and political unrest in the Middle East may adversely impact the price and availability of propane, fuel oil and other refined fuels, as well as our results of operations, our ability to raise capital and our future growth. The impact that the foregoing may have on our industry in general, and on us in particular, is not known at this time. An act of terror could result in disruptions of crude oil or natural gas supplies and markets, the sources of propane and fuel oil, and our infrastructure facilities could be direct or indirect targets. Terrorist activity may also hinder our ability to transport propane, fuel oil and other refined fuels if our means of supply transportation, such as rail or pipeline, become damaged as a result of an attack. A lower level of economic activity could result in a decline in energy consumption, which could adversely affect our revenues or restrict our future growth. Instability in the financial markets as a result of terrorism could also affect our ability to raise capital. Terrorist activity could likely lead to increased volatility in prices for propane, fuel oil and other refined fuels. We have opted to purchase insurance coverage for terrorist acts within our property and casualty insurance programs. This additional coverage has resulted in additional insurance premiums.

Sudden increases in the price of propane, fuel oil and other refined fuels due to, among other things, our inability to obtain adequate supplies from our usual suppliers, may adversely affect our operating results.

Our profitability in the retail propane and refined fuels businesses is largely dependent on the difference between our product cost and retail sales price. Propane, fuel oil and other refined fuels are commodities, and the unit price we pay is subject to volatile changes in response to changes in supply or other market conditions over which we have no control, including the severity of winter weather and the price and availability of competing alternative energy sources, including natural gas. In general, product supply contracts permit suppliers to charge posted prices at the time of delivery or the current prices established at major supply points, including Mont Belvieu, Texas, and Conway, Kansas. In addition, our supply from our usual sources may be interrupted due to reasons that are beyond our control. As a result, the cost of acquiring propane, fuel oil and other refined fuels from other suppliers might be materially higher at least on a short-term basis. Since we may not be able to pass on to our customers immediately, or in full, all increases in our wholesale cost of propane, fuel oil and other refined fuels, these increases could reduce our profitability. We engage in transactions to hedge certain product costs from time to time in an attempt to reduce cost volatility and to help ensure availability of product during periods of short supply. We cannot assure you that future volatility in propane and refined fuel supply costs will not have a material adverse effect on our profitability and cash flow or our available cash required to pay principal and interest on our indebtedness.

Because of the highly competitive nature of the retail propane and fuel oil businesses, we may not be able to retain existing customers or acquire new customers, which could have an adverse impact on our operating results and financial condition.

The retail propane and fuel oil industries are mature and highly competitive. We expect overall demand for propane to remain relatively constant over the next several years, while we expect the overall demand for fuel oil to be relatively flat to moderately declining during the same period. Year-to-year industry volumes of propane and fuel oil are expected to be primarily affected by weather patterns and from competition intensifying during warmer than normal winters.

Propane and fuel oil compete in the alternative energy sources market with electricity, natural gas and other existing and future sources of energy, some of which are or may in the future be less costly for equivalent energy value. For example, natural gas is a significantly less expensive source of energy than propane and fuel oil. As a result, except for some industrial and commercial applications, propane and fuel oil are generally not economically competitive with natural gas in areas where natural gas pipelines already exist. The gradual expansion of the nation's natural gas distribution systems has made natural gas available in many areas that previously depended upon propane or fuel oil. Propane and fuel oil compete to a lesser extent with each other due to the cost of converting from one to the other.

In addition to competing with other sources of energy, our propane and fuel oil businesses compete with other distributors principally on the basis of price, service, availability and portability. Competition in the retail propane business is highly fragmented and generally occurs on a local basis with other large full-service multi-state propane marketers, thousands of smaller local independent marketers and farm cooperatives. Our fuel oil business competes with fuel oil distributors offering a broad range of services and prices, from full service distributors to those offering delivery only. Generally, our existing fuel oil customers, unlike our existing propane customers, own their own tanks. As a result, the competition for these customers is more intense than in our propane business, where our existing customers seeking to switch distributors may face additional transition costs and delays.

As a result of the highly competitive nature of the retail propane and fuel oil businesses, our growth within these industries depends on our ability to acquire other retail distributors, open new customer service centers, add new customers and retain existing customers. We believe our ability to compete effectively depends on reliability of service, responsiveness to customers and our ability to control expenses in order to maintain competitive prices.

We may not successfully implement our expansion strategy.

Our expansion strategy includes internal growth of our existing operations, including fostering the growth of related retail and service operations, as well as external growth through the acquisition of businesses to complement or supplement our core propane operations or to diversify into other energy-related businesses. We may not be able to fully implement this strategy or realize the anticipated results. Implementation of our expansion strategy may also be hindered by factors that are beyond our control, such as operating difficulties, increased operating costs, general economic conditions or increased competition for acquisition opportunities. Any material failure to implement this strategy could have an adverse effect on our business, financial condition and results of operations.

If we are unable to make acquisitions on economically acceptable terms or effectively integrate such
acquisitions into our operations our financial performance may be impacted.

The retail propane and fuel oil industries are mature. We foresee only limited growth in total retail demand for propane and flat to moderately declining retail demand for fuel oil. With respect to our retail propane business, because of long-standing customer relationships that are typical in our industry, the inconvenience of switching tanks and suppliers and propane's higher cost relative to other energy sources, such as natural gas, it may be difficult for us to acquire new retail propane customers except through acquisitions. As a result, we expect the success of our financial performance to depend

in part upon our ability to acquire other retail propane and fuel oil distributors or other energy- related businesses and to successfully integrate them into our existing operations and to make cost saving changes. The competition for acquisitions is intense and we cannot assure you that we will be able to acquire other propane and fuel oil distributors or other energy-related businesses on economically acceptable terms. In addition, our ability to incur debt to finance acquisitions may be restricted by some of the covenants contained in our debt agreements.

Energy efficiency, general economic conditions and technology advances have affected and may continue to affect demand for propane and fuel oil by our retail customers.

The national trend toward increased conservation and technological advances, including installation of improved insulation and the development of more efficient furnaces and other heating devices, has adversely affected the demand for propane and fuel oil by our retail customers which, in turn, has resulted in lower sales volumes to our customers. In addition, recent economic conditions may lead to additional conservation by retail customers to further reduce their heating costs. Future technological advances in heating, conservation and energy generation may adversely affect our financial condition and results of operations.

We may not be able to effectively complete the integration of the Agway Energy business into our
operations.

We may be unable to continue to realize, or to fully realize within any particular timeframe, the revenues, earnings, cost savings and other business synergies that we anticipate from the Agway Acquisition, and the acquired business may not perform as expected for a variety of reasons, including:

•	difficulties in completing the full integration of the operations, information systems and personnel;

•	potential loss of customers and key employees; and

•	unanticipated costs to complete the integration of the assets and operations.

In addition, management's attention and resources may be diverted during the integration. Any one or a combination of these factors may cause our revenues or earnings to be negatively impacted.

Our results of operations and financial condition may be adversely affected by governmental regulation and associated environmental and health and safety costs.

Our business is subject to a wide range of federal, state and local laws and regulations related to environmental and health and safety matters. We have implemented environmental and health and safety programs and policies designed to avoid potential liability and costs. For example, we are subject to regulations that cover the transportation of hazardous materials. We conduct ongoing training programs to help ensure that our operations are in compliance with these and other safety regulations. We maintain various permits that are necessary to operate some of our facilities, some of which are material to our operations. It is possible, however, that we will have increased costs due to stricter pollution control requirements or liabilities resulting from noncompliance with operating or other regulatory permits. New environmental and health and safety regulations might adversely impact our operations, storage and transportation of propane, fuel oil and other refined fuels. It is possible that material costs and liabilities will be incurred, including those relating to claims for damages to property and persons.

The operations, properties and assets we acquired in the Agway Acquisition, including fuel oil tanks and gas stations, are subject to extensive federal, state and local environmental laws and regulations including those concerning, among other things, the investigation and remediation of contaminated soil and groundwater, transportation of hazardous materials, and other matters relating to the protection of the environment and various health and safety matters. These requirements are complex, changing and tend to become more stringent over time. There can be no assurance that the

acquired business has been or will be at all times in complete compliance with all such requirements or that we will not incur material costs or liabilities in the future relating to such requirements. Violations could result in penalties, or the curtailment or cessation of operations. To date, we believe the acquired business has not incurred significant costs in connection with compliance or remedial obligations required under environmental laws and regulations.

In connection with the Agway Acquisition, contamination or potential contamination was identified at a number of the acquired properties and is being investigated and remediated by us as required. The seller set aside $15.0 million from the total purchase price in a separate escrow account to fund certain future environmental remediation costs and expenses. We cannot predict whether this sum will be sufficient to address the known and unknown contamination at the acquired properties. Moreover, currently unknown environmental issues, such as the discovery of additional contamination, may result in significant additional expenditures, and potentially significant expenditures also could be required to comply with future changes to environmental laws and regulations or the interpretation or enforcement thereof. Such expenditures, if required, could have a material adverse effect on our business, financial condition or results of operations.

We are subject to operating hazards that could adversely affect our operating results to the extent not covered by insurance.

Our operations are subject to all operating hazards and risks normally associated with handling, storing and delivering combustible liquids such as propane, fuel oil and other refined fuels. As a result, we have been, and are likely to continue to be, a defendant in various legal proceedings arising in the ordinary course of business. We are self-insured for general, product, workers' compensation and automobile liabilities up to predetermined amounts above which third-party insurance applies. We cannot guarantee that our insurance will be adequate to protect us from all material expenses related to potential future claims for personal injury and property damage or that these levels of insurance will be available at economical prices.

Tax treatment is dependent on partnership status.

We believe that, under current law, we will be classified as a partnership for federal income tax purposes. However, no ruling from the IRS as to this status has been or is expected to be requested. If, contrary to our belief, we are classified as an association taxable as a corporation for federal income tax purposes, we would be required to pay tax on our income at corporate tax rates (currently a 35% federal rate). Because a tax would be imposed upon us as an entity, the cash available for payments of interest to the holders of the notes would be substantially reduced. Treatment of us as a taxable entity would cause a material reduction in the anticipated cash flow, likely causing a substantial reduction in the value of the notes.

We have not requested a ruling from the IRS with respect to our classification as a partnership for federal income tax purposes, whether our propane operations generate "qualifying income" under Section 7704 of the Internal Revenue Code or any other matter affecting us. Accordingly, the IRS may adopt positions that differ from the conclusions expressed in this prospectus or the positions taken by us. It may be necessary to resort to administrative or court proceedings in an effort to sustain some or all of the positions taken by us. A court may not concur with some or all of our conclusions. Any contest with the IRS may materially and adversely impact the market for the notes and the prices at which they trade.

FORWARD-LOOKING STATEMENTS

This prospectus and the documents incorporated herein by reference contain forward-looking statements ("Forward-Looking Statements") relating to our future business expectations and predictions, financial condition and results of operations.Partnership. Some of these statements can be identified by the use of forward-looking terminology such as "prospects," "outlook," "believes," "estimates," "intends," "may," "will," "should," "anticipates," "expects"“prospects,” “outlook,” “believes,” “estimates,” “intends,” “may,” “will,” “should,” “could,” “anticipates,” “expects” or "plans"“plans” or the negative or other variation of these or similar words, or by discussion of trends and conditions, strategies or risks and uncertainties. These Forward-Looking Statements involve certain risks and uncertainties that could cause actual results to differ materially from those discussed or implied in such Forward-Looking Statements ("Cautionary Statements"(statements contained in this prospectus identifying such risks and uncertainties are referred to as “Cautionary Statements”). The risks and uncertainties and their impact on our operationsthe Partnership’s results include, but are not limited to, the following risks:

•	the impact of weather conditions on the demand for propane, fuel oil and other refined fuels, natural gas and electricity;

•	fluctuations in the unit cost of propane, fuel oil and other refined fuels and natural gas;

•	our ability to compete with other suppliers of propane, fuel oil and other energy sources;

•	the impact on propane, fuel oil and other refined fuel prices and supply from the political, military and economic instability of the oil producing nations, global terrorism and other general economic conditions;

•	our ability to continue to realize, or to realize fully within the expected time frame, the expected cost savings and synergies from the Agway Acquisition;

•	our ability to acquire and maintain reliable transportation for our propane, fuel oil and other refined fuels;

•	our ability to retain customers;

•	the impact of energy efficiency and technology advances on the demand for propane and fuel oil;

•	the ability of management to continue to control expenses;

•	the impact of changes in applicable statutes and government regulations, or their interpretations, including those relating to the environment and global warming and other regulatory developments on our business;

•	the impact of legal proceedings on our business;

•	our ability to implement our expansion strategy into new business lines and sectors;

•	our ability to integrate acquired businesses successfully; and

•	the development of an active trading market for the registered notes.

The impact of weather conditions on the demand for propane, fuel oil and other refined fuels, natural gas and electricity;

Volatility in the unit cost of propane, fuel oil and other refined fuels, natural gas and electricity, the impact of the Partnership’s hedging and risk management activities, and the adverse impact of price increases on volumes sold as a result of customer conservation;

The ability of the Partnership to compete with other suppliers of propane, fuel oil and other energy sources;

The impact on the price and supply of propane, fuel oil and other refined fuels from the political, military or economic instability of the oil producing nations, global terrorism and other general economic conditions;

The ability of the Partnership to acquire sufficient volumes of, and the costs to the Partnership of acquiring, transporting and storing, propane, fuel oil and other refined fuels;

The ability of the Partnership to acquire and maintain reliable transportation for its propane, fuel oil and other refined fuels;

The ability of the Partnership to retain customers or acquire new customers;

The impact of customer conservation, energy efficiency and technology advances on the demand for propane, fuel oil and other refined fuels, natural gas and electricity;

The ability of management to continue to control expenses;

The impact of changes in applicable statutes and government regulations, or their interpretations, including those relating to the environment and climate change, derivative instruments and other regulatory developments on the Partnership’s business;

The impact of changes in tax laws that could adversely affect the tax treatment of the Partnership for income tax purposes;

The impact of legal proceedings on the Partnership’s business;

The impact of operating hazards that could adversely affect the Partnership’s operating results to the extent not covered by insurance;

The Partnership’s ability to make strategic acquisitions and successfully integrate them;

The impact of current conditions in the global capital and credit markets, and general economic pressures;

The operating, legal and regulatory risks the Partnership may face; and

THE EXCHANGE OFFER

However, we have not sought a no-action letteracquisition opportunities with respect to the exchangeproduct lines in which we are engaged as well as in lines of business that diversify our revenue stream and in markets that strengthen our current presence therein, or which complement markets in which we are presently providing services. Acquisition targets have typically been within a $5,000,000 to $45,000,000 purchase price range, although we may complete acquisitions with either a lower or higher purchase price.

We expect to offer and we cannot assure you thatsell the staff of the SEC would make a similar determination with respect to the exchange offer. Any holder who tenders his old notes in the exchange offer with any intention of participating in a distribution of registered notes or is an affiliate of ours (1) cannot rely on the interpretationshares covered by the staff of the SEC, (2) will not be able to validly tender old notes in the exchange offer and (3) must comply with the registration and prospectus delivery requirements of the Securities Act in connection with any secondary resale transactions.

In addition, each broker-dealer that receives registered notes for its own account pursuant to the exchange offer must acknowledge that it will deliver athis prospectus in connection with future acquisitions. The consideration for such acquisitions may include cash, including installment payments, earnout payments, common units, evidences of debt, other securities including securities that may be converted into common units, guarantees, assumptions of liabilities, or any resale of such registered notes. The letter of transmittal accompanying this prospectus states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is acting in the capacity of an "underwriter" within the meaning of Section 2(11)two or more of the Securities Act. This prospectus,foregoing, as it may be amended or supplementeddetermined from time to time by negotiations between us and the owners or controlling persons of the businesses, assets or securities to be acquired. In addition, we may enter into employment contracts andnon-competition agreements with former owners and key executive personnel of acquired businesses. At any given time we are typically engaged in preliminary discussions or negotiations with many candidates regarding possible future acquisitions.

In general, the terms of each future acquisition will be useddetermined by a broker-dealernegotiations between our representatives and the owners or controlling persons of the businesses, assets or securities to be acquired. The factors taken into account in connection with resalesdetermining the terms of registered notes receivedan acquisition may include the established quality and reputation of the business to be acquired and its management, its revenues, earning power, cash flow, growth potential, the location of the business and assets to be acquired, its expertise in exchange for old notes wherean attractive niche, and the old notes were acquired by such broker-dealergeographical and service diversification we anticipate as a result of market-making activities or other trading activities. Pursuantthe acquisition. We anticipate that common units issued in any future acquisition will be valued at a price reasonably related to the exchange and registration rightsmarket value of our common units reported on the New York Stock Exchange either at the time an agreement is reached regarding the terms of the acquisition, at the time we agreedissue the common units, or during some other negotiated period, at or about the time or times of delivery of the common units. We do not expect to make this prospectus available toreceive any such broker-dealer for usecash proceeds, other than cash balances of acquired companies maintained in the ordinary course of business, in connection with any such resale.

Shelf Registration Statement.    We will, at our cost, (a) use all commercially reasonable efforts to file with the SEC a shelf registration statement covering resales of the old notes on or prior to 60 days after the date we become obligated to file the shelf registration statement, (b) use all commercially reasonable efforts to cause the shelf registration statement to be declared effective under the Securities Act on or prior to 150 days after the obligation to file such shelf registration statement arises and (c) use all commercially reasonable efforts to keep the shelf registration statement continually effective to ensure that it is available for resales of notes by the holders of transfer restricted notes for a period ending on the earlier of the second anniversary of the closing date of the initial private offering of the old notes (or such lesser restrictive period as is then permitted by the applicable federal securities laws) or such time as there are no longer any registrable securities outstanding, if:

(1)	because of any changes in law, SEC rules or regulations or applicable interpretations thereof by the staff of the SEC, we are not permitted to file or effect the exchange offer,

(2)	the exchange offer has not been completed within 180 days plus 30 business days following the date of the issuance of the old notes, or

(3)

any holder of old notes notifies us prior to the 20th day following the consummation of the exchange offer that such holder (x) is prohibited by law or SEC policy from participating in the exchange offer, (y) may not resell the registered notes without delivering a prospectus and the prospectus contained in the exchange registration statement is not appropriate or available for such resales or (z) is a broker-dealer and owns registered notes acquired directly from us or an affiliate of ours.

We will, in the event of the filing of the shelf registration statement, provide to each holder of the old notes copies of the prospectus which is a part of the shelf registration statement, notify each such holder when the shelf registration statement for the old notes has become effective and take certain other action as is required to permit unrestricted resales of the old notes. A holder of old notes who sells such old notes pursuant to the shelf registration statement generally will (1) be required to be named as a selling security holder in the related prospectus, (2) be required to deliver the prospectus to purchasers, (3) be subject to certain of the civil liability provisions under the Securities Act in connection with such sales and (4) be bound by the provisions of the exchange and registration rights agreement which are applicable to the holder (including certain indemnification obligations). In addition, each holder of the old notes will be required to deliver information to be used in connection with the shelf registration statement and to provide comments on the shelf registration statement as set forth in the exchange and registration rights agreement in order to have their old notes included in the shelf registration statement and to benefit from the provisions regarding liquidated damages.

Liquidated Damages.    We will pay liquidated damages in respect of the old notes (for each old note which has not been exchanged in the exchange offer) as described below if:

(1)	we fail to file any of the registration statements required by the exchange and registration rights agreement on or before the date specified for such filing,

(2)	any of such registration statements is not declared effective by the SEC on or prior to the date specified for such effectiveness,

(3)	we fail to consummate the exchange offer within 30 business days of the effectiveness date with respect to the exchange offer registration statement, or

(4)	the shelf registration statement or the exchange offer registration statement is declared effective but thereafter ceases to be effective or usable in connection with the exchange offer or resales of old notes, as the case may be, during the periods specified in the exchange and registration rights agreement, subject to certain exceptions.

Each such event referred to in clauses (1) through (4) above is a registration default. We will pay liquidated damages to each holder of old notes with respect to the first 90-day period (or portion thereof) while a registration default is continuing immediately following the occurrence of such registration default in an amount equal to a per week rate of $0.05 per $1,000 principal amount of the old notes. The amount of liquidated damages will increase by an additional per week rate of $0.05 per $1,000 principal amount of the old notes with respect to each subsequent 90-day period until all registration defaults have been cured, up to a maximum amount of a per week rate of $0.20 per $1,000 principal amount of the old notes. Liquidated damages with respect to old notes may not accrue at any one time under more than one registration default listed in clauses (1) through (4) above. Following the cure of a particular registration default, the accrual of liquidated damages with respect to such registration default will cease.

Terms of the Exchange Offer

Upon satisfaction or waiver of all the conditions of the exchange offer, we will accept any and all old notes properly tendered and not withdrawn prior to the expiration date and will issue the registered notes promptly after the expiration date. See "—Conditions to the Exchange Offer" and "—Procedures for Tendering Old notes." We will issue $1,000 principal amount of registered notes in exchange for each $1,000 principal amount of old notes accepted in the exchange offer. As of the date of this prospectus, $250,000,000 aggregate principal amount of the old notes are outstanding. Holders may tender some or all of their old notes pursuant to the exchange offer. However, old notes may be tendered only in integral multiples of $1,000.

The registered notes are substantially identical to the old notes except that the registered notes will not contain certain transfer restrictions, registration rights and liquidated damages provisions. The issuance of registered notes in exchange for old notes pursuant to the exchange offer will not result in a repayment of our indebtedness which is presently evidenced by the old notes. The registered notes will evidence the same debt as the old notes and will be issued pursuant to, and entitled to the benefits of, the indenture pursuant to which the old notes were issued and will be deemed one issue of notes, together with any old notes which remain outstanding after the exchange offer.issuances.

This prospectus together with the letter of transmittal, is being sent to all registered holders and to others believed to have beneficial interests in the old notes. Holders of old notes do not have any appraisal or dissenters' rights under the indenture in connection with the exchange offer. We intend to conduct the exchange offer in accordance with the applicable requirements of the Securities Act, the Exchange Act and the rules and regulations of the SEC promulgated thereunder.

For purposes of the exchange offer, we will be deemed to have accepted validly tendered old notes when, and as if, we have given oral or written notice thereof to the exchange agent. The exchange agent will act as our agent for the purpose of distributing the registered notes from us to the tendering holders. If we do not accept any tendered old notes because of an invalid tender, the occurrence of certain other events set forth in this prospectus or otherwise, we will promptly return the unaccepted old notes, without expense, to the tendering holder thereof after the expiration date.

Holders who tender old notes in the exchange offer will not be required to pay brokerage commissions or fees or, except as set forth below under "—Transfer Taxes," transfer taxes with respect to the exchange of old notes pursuant to the exchange offer. We will pay all charges and expenses, other than certain applicable taxes, in connection with the exchange offer. See "—Fees and Expenses."

Expiration Date; Extensions; Amendments

The term "expiration date" shall mean 5:00 p.m., New York City time, on             ,     , 2005, unless we, in our sole discretion, extend the exchange offer, in which case the term "expiration date" shall mean the latest date and time to which the exchange offer is extended. In order to extend the exchange offer, we will notify the exchange agent by oral or written notice and each registered holder by means of press release or other public announcement of any extension, in each case, prior to 9:00 a.m., New York City time, on the next business day after the previously scheduled expiration date. We reserve the right, in our sole discretion, (1) to delay accepting any old notes in the event we extend the exchange offer, (2) to terminate the exchange offer if the conditions set forth below under "—Conditions to the Exchange Offer" shall not have been satisfied, or (3) to amend the terms of the exchange offer in any manner. We will notify the exchange agent of any delay, extension, termination or amendment by oral or written notice. We will additionally notify each registered holder of any amendment by means of press release or other public announcement. If we make any material amendment to the terms of the exchange offer or waive any material condition, we will keep the exchange offer open for at least five business days after we notify you of such change or waiver. We will give to the exchange agent written confirmation of any oral notice.

Exchange Date

Promptly after the close of the exchange offer we will accept for exchange all old notes properly tendered and not validly withdrawn prior to 5:00 p.m., New York City time, on the expiration date in accordance with the terms of this prospectus and the letters of transmittal.

Conditions to the Exchange Offer

Notwithstanding any other provisions of the exchange offer, and subject to our obligations under the exchange and registration rights agreement, we (i) shall not be required to accept any notes for exchange, (ii) shall not be required to issue registered notes in exchange for any old notes and (iii) may terminate or amend the exchange offer unless, at any time before the expiration of the offer:

(1)	the exchange offer or the making of any exchange by a holder, does not violate applicable law or any applicable interpretation of the staff of the SEC,

(2)	the due tendering of old notes is in accordance with the exchange offer,

(3)

each holder of old notes exchanged in the exchange offer shall have represented that (a) any registered notes acquired in exchange for old notes tendered are being acquired in the ordinary course of business of the person receiving such registered notes, whether or not such recipient is such holder itself, (b) neither such holder nor, to the actual knowledge of such holder, any other person receiving registered notes from such holder is engaging in or intends to engage in a distribution of the registered notes, (c) if such holder is not a broker-dealer, at the time of the consummation of the exchange offer neither such holder nor, to the actual knowledge of such holder, any other person receiving registered notes from such holder has an arrangement or understanding with any person to participate in the distribution of the registered notes in violation of the federal securities laws, (d) neither such holder nor, to the actual knowledge of such holder, any other person is an affiliate (as defined by the federal securities laws) of ours or, if it is an affiliate of ours, it will comply with the registration and prospectus delivery requirements of the federal securities laws to the extent applicable and will provide certain information to be included in any shelf registration statement filed pursuant to the exchange and registration rights agreement dated December 23, 2003 entered

into by us for the benefit of all holders of the old notes, in order to have such holder's old notes included in such shelf registration statement and benefit from the liquidated damages provisions of the exchange and registration rights agreement, and (e) if such holder is a broker-dealer, such holder has acquired the old notes as a result of market-making activities or other trading activities and that it will comply with the applicable provisions of the federal securities laws, including the prospectus delivery requirements,

(4)	no action or proceeding shall have been instituted or threatened in any court or by any governmental agency with respect to the exchange offer which might materially impair our ability to proceed with the exchange offer, and no material adverse development shall have occurred in any existing action or proceeding with respect to us,

(5)	we have obtained all governmental approvals which we deem necessary for the consummation of the exchange offer, and

(6)	each holder of old notes, that it is a restricted holder, shall not have delivered notice to us prior to 90 days after the issue date of the old notes with respect to the exchange registration statement.

The foregoing conditions are for our sole benefit and may be asserted by us regardless ofsupplemented to furnish the circumstances giving rise to any such condition or may be waived by us in our sole discretion in whole or in part at any time prior to the expiration date subject to applicable law. Our failure at any time to exercise any of the foregoing rights shall not be deemedinformation necessary for a waiver of any such rightparticular negotiated transaction, and such right shall be deemed an ongoing right which may be asserted at any time and from time to time.

In addition, we will not accept for exchange any old notes tendered, and no registered notes will be issued in exchange for any such old notes, if at such time any stop order shall be threatened by the SEC or be in effect with respect to the registration statement of which this prospectus is a part will be amended or the qualificationsupplemented, as required, to supply information concerning a particular acquisition.

We will pay all expenses of the indentureany offerings under the Trust Indenture Act of 1939, as amended.

The exchange offer isthis prospectus. We do not conditioned onexpect that underwriting discounts or commissions will be paid by us except that finder’s fees may be paid to persons from time to time in connection with specific acquisitions. Any person receiving any minimum aggregate principal amount of old notes being tendered for exchange.

Consequences of Failuresuch fees may be deemed to Exchange

Any old notes not tendered pursuant to the exchange offer will remain outstanding and continue to accrue interest. The old notes will remain "restricted securities"be an “underwriter” within the meaning of the Securities Act. Accordingly, prior to the date that is two years after the later of the issue date of the old notes and the last date on which we or any

Expenses incurred in connection with the exchange offer will be paid by us. Such expenses include, among others, the fees and expenses of the trustee and the exchange agent, accounting and legal fees, printing costs and other miscellaneous fees and expenses.

Accounting Treatment

We will not recognize any gain or loss for accounting purposes upon the consummation of the exchange offer. We will amortize the expenses of the exchange offer as additional interest expense over the term of the registered notes.

Procedures for Tendering Old notes

The tender of old notes pursuant to any of the procedures set forth in this prospectus and in the letter of transmittal will constitute a binding agreement between the tendering holder and us in accordance with the terms and subject to the conditions set forth in this prospectus and in the letter of transmittal. The tender of old notes will constitute an agreement to deliver good and marketable title to all tendered old notes prior to the expiration date free and clear of all liens, charges, claims, encumbrances, interests and restrictions of any kind.

Except as provided in "—Guaranteed Delivery Procedures," unless the old notes being tendered are deposited by you with the exchange agent prior to the expiration date and are accompanied by a properly completed and duly executed letter of transmittal, we may, at our option, reject the tender. Issuance of registered notes will be made only against deposit of tendered old notes and delivery of all other required documents. Notwithstanding the foregoing, DTC participants tendering through its Automated Tender Offer Program ("ATOP") will be deemed to have made valid delivery where the exchange agent receives an agent's message prior to the expiration date.

Accordingly, to properly tender old notes, the following procedures must be followed:

Notes held through a Custodian.    Each beneficial owner holding old notes through a DTC participant must instruct the DTC participant to cause its old notes to be tendered in accordance with the procedures set forth in this prospectus.

Notes held through DTC.    Pursuant to an authorization given by DTC to the DTC participants, each DTC participant holding old notes through DTC must (1) electronically transmit its acceptance through ATOP, and DTC will then edit and verify the acceptance, execute a book-entry delivery to the exchange agent's account at DTC and send an agent's message to the exchange agent for its acceptance, or (2) comply with the guaranteed delivery procedures set forth below and in a notice of guaranteed delivery. See "--Guaranteed Delivery Procedures--Notes held through DTC."

The exchange agent will (promptly after the date of this prospectus) establish accounts at DTC for purposes of the exchange offer with respect to old notes held through DTC. Any financial institution that is a DTC participant may make book-entry delivery of interests in old notes into the exchange agent's account through ATOP. However, although delivery of interests in the old notes may be effected through book-entry transfer into the exchange agent's account through ATOP, an agent's message in connection with such book-entry transfer, and any other required documents, must be, in any case, transmitted to and received by the exchange agent at its address set forth under "—Exchange Agent," or the guaranteed delivery procedures set forth below must be complied with, in each case, prior to the expiration date. Delivery of documents to DTC does not constitute delivery to the exchange agent. The confirmation of a book-entry transfer into the exchange agent's account at DTC as described above is referred to herein as a "Book-Entry Confirmation."

The term "agent's message" means a message transmitted by DTC to, and received by, the exchange agent and forming a part of the book-entry confirmation, which states that DTC has received an express acknowledgment from each DTC participant tendering through ATOP that such DTC participants have received a letter of transmittal and agree to be bound by the terms of the letter of transmittal and that we may enforce such agreement against such DTC participants.

Cede & Co., as the holder of the global note, will tender a portion of each global note equal to the aggregate principal amount due at the stated maturity for which instructions to tender are given by DTC participants.

By tendering, each holder and each DTC participant will represent to us that, among other things, (1) it is not our affiliate, (2) it is not a broker-dealer tendering old notes acquired directly from us for its own account, (3) it is acquiring the registered notes in its ordinary course of business and (4) it is not engaged in, and does not intend to engage in,September 29, 2018, there were 61,405,409 common units outstanding. Our general partner owns 784 common units and has no arrangementother economic rights in either us or understandingthe Operating Partnership.

Under our Partnership Agreement, we may issue, without further action by holders of our common units, an unlimited number of additional limited partner interests and other equity securities with any personsuch rights, preferences and privileges as shall be established by our Board of Supervisors in its sole discretion, including securities that may have special voting rights to participate in, a distributionwhich holders of the registered notes.

In addition, each broker-dealer that is to receive registered notes for its own account in exchange for old notes must represent that such old notes were acquired by such broker-dealer as a result of market-making activities or other trading activities, and must acknowledge that it will deliver a prospectus that meets the requirements of the Securities Act in connection with any resale of the registered notes. The letter of transmittal states that by so acknowledging and by delivering a prospectus, a broker-dealer will not be deemed to admit that it is an "underwriter" within the meaning of Section 2(11) of the Securities Act. See "Plan of Distribution."

We will not accept any alternative, conditional, irregular or contingent tenders (unless waived by us). By executing a letter of transmittal or transmitting an acceptance through ATOP, as the case may be, each tendering holder waives any right to receive any notice of the acceptance for purchase of its old notes.

We will resolve all questions as to the validity, form, eligibility (including time of receipt) and acceptance of tendered old notes, and such determination will be final and binding. We reserve the absolute right to reject any or all tenders thatcommon units are not in proper form or the acceptance of which may, in the opinion of our counsel, be unlawful. We also reserve the absolute right to waive any condition to the exchange offer and any irregularities or conditions of tender as to particular old notes. Our interpretation of the terms and conditions of the exchange offer (including the instructions in the letter of transmittal) will be final and binding. Unless waived, any irregularities in connection with tenders must be cured within such time as we shall determine. We, along with the exchange agent, shall be under no duty to give notification of defects in such tenders and shall not incur liabilities for failure to give such notification. Tenders of old notes will not be deemed to have been made until such irregularities have been cured or waived. Any old notes received by the exchange agent that are not properly tendered and as to which the irregularities have not been cured or waived will be returned by the exchange agent to the tendering holder, unless otherwise provided in the letter of transmittal, as soon as practicable following the expiration date.entitled.

LETTERS OF TRANSMITTAL AND OLD NOTES MUST BE SENT ONLY TO THE EXCHANGE AGENT. DO NOT SEND LETTERS OF TRANSMITTAL OR OLD NOTES TO US OR DTC.Listing

The method of delivery of old notes, letters of transmittal, any required signature guaranties and all other required documents, including delivery through DTC and any acceptance through ATOP, is at the election and risk of the persons tendering and delivering acceptances or letters of transmittal and, except as otherwise provided in the applicable letter of transmittal, delivery will be deemed made only when actually received by the exchange agent. If delivery is by mail, it is suggested that the holder use properly insured, registered mail with return receipt requested, and that the mailing be made sufficiently in advance of the expiration date to permit delivery to the exchange agent prior to the expiration date.

Guaranteed Delivery Procedures

Notes held through DTC. DTC participants holding old notes through DTC who wish to cause their old notes to be tendered, but who cannot transmit their acceptances through ATOP prior to the expiration date, may cause a tender to be effected if:

(1)	guaranteed delivery is made by or through a firm or other entity identified in Rule 17Ad-15 under the Exchange Act, including:

	•	a bank;

	•	a broker, dealer, municipal securities dealer, municipal securities broker, government securities dealer or government securities broker;

	•	a credit union;

	•	a national securities exchange, registered securities association or clearing agency; or

	•	a savings institution that is a participant in a Securities Transfer Association recognized program;

(2)	prior to the expiration date, the exchange agent receives from any of the above institutions a properly completed and duly executed notice of guaranteed delivery (by mail, hand delivery, facsimile transmission or overnight courier) substantially in the form provided with this prospectus; and

(3)	book-entry confirmation and an agent's message in connection therewith are received by the exchange agent within three Business Days after the expiration date.

Notes held by Holders.    Holders who wish to tender their old notes but (1) whose old notescommon units are not immediately available and will not be available for tendering prior to the expiration date, or (2) who cannot deliver their old notes, the letter of transmittal, or any other required documents to the exchange agent prior to the expiration date, may effect a tender if:

•	the tender is made by or through any of the above-listed institutions;

•	prior to the expiration date, the exchange agent receives from any above-listed institution a properly completed and duly executed notice of guaranteed delivery, whether by mail, hand delivery, facsimile transmission or overnight courier, substantially in the form provided with this prospectus; and

•	a properly completed and executed letter of transmittal, as well as the certificate(s) representing all tendered old notes in proper form for transfer, and all other documents required by the letter of transmittal, are received by the exchange agent within three Business Days after the expiration date.

Withdrawal Rights

You may withdraw tenders of old notes, or any portion of your old notes, in integral multiples of $1,000 principal amount due at the stated maturity, at any time prior to 5:00 p.m., New York City time,listed on the expiration date. Any old notes properly withdrawn will be deemed to be not validly tendered for purposes of the exchange offer.

Notes held through DTC.    DTC participants holding old notes who have transmitted their acceptances through ATOP may, prior to 5:00 p.m., New York City time, on the expiration date, withdraw the instruction given thereby by delivering to the exchange agent, at its address set forth under "--Exchange Agent," a written, telegraphic or facsimile notice of withdrawal of such instruction. Such notice of withdrawal must contain the name and number of the DTC participant, the principal amount due at the stated maturity of old notes to which such withdrawal relates and the signature of the DTC participant. Receipt of such written notice of withdrawal by the exchange agent effectuates a withdrawal.

Notes held by Holders.    Holders may withdraw their tender of old notes, prior to 5:00 p.m., New York City time, on the expiration date, by delivering to the exchange agent, at its address set forth under "—Exchange Agent," a written, telegraphic or facsimile notice of withdrawal. Any such notice of withdrawal must (1) specify the name of the person who tendered the old notes to be withdrawn, (2) contain a description of the old notes to be withdrawn and identify the certificate number or numbers shown on the particular certificates evidencing such old notes and the aggregate principal amount due at the stated maturity represented by such old notes and (3) be signed by the holder of such old notes in the same manner as the original signature on the letter of transmittal by which such old notes were tendered (including any required signature guaranties), or be accompanied by (x) documents of transfer in a form acceptable to us, in our sole discretion, and (y) a properly completed irrevocable proxy that authorized such person to effect such revocation on behalf of such holder. If the old notes to be withdrawn have been delivered or otherwise identified to the exchange

agent, a signed notice of withdrawal is effective immediately upon written, telegraphic or facsimile notice of withdrawal even if physical release is not yet effected.

All signatures on a notice of withdrawal must be guaranteed by a recognized participant in the Securities Transfer Agents Medallion Program, the New York Stock Exchange Medallion Signature Program or the Stock Exchange Medallion Program; provided, however, that signatures on the notice of withdrawal need not be guaranteed if the old notes being withdrawn are held for the account of any of the institutions listed above under "—Guaranteed Delivery Procedures."

A withdrawal of an instruction or a withdrawal of a tender must be executed by a DTC participant or a holder of old notes, as the case may be, in the same manner as the person's name appears on its transmission through ATOP or letter of transmittal, as the case may be, to which such withdrawal relates. If a notice of withdrawal is signed by a trustee, partner, executor, administrator, guardian, attorney-in-fact, agent, officer of a corporation or other person acting in a fiduciary or representative capacity, such person must so indicate when signing and must submit with the revocation appropriate evidence of authority to execute the notice of withdrawal. A DTC participant or a holder may withdraw an instruction or a tender, as the case may be, only if such withdrawal complies with the provisions of this prospectus.

A withdrawal of a tender of old notes by a DTC participant or a holder, as the case may be, may be rescinded only by a new transmission of an acceptance through ATOP or execution and delivery of a new letter of transmittal, as the case may be, in accordance with the procedures described herein.

Exchange Agent

The Bank of New York has been appointed as exchange agent for the exchange offer. Questions, requests for assistance and requests for additional copies of this prospectus or of the letter of transmittal should be directed to the exchange agent addressed as follows:

By Registered or Certified Mail, By Hand or by Overnight Courier:

The Bank of New York,
as Exchange Agent
Corporate Trust Operations
Reorganization Unit
101 Barclay Street, Floor 7 East
New York, NY 10286
Attention: Evangeline Gonzales

Facsimile: (212) 298-1915
To Confirm By Telephone
or For Information Call: (212) 815-3738

The exchange agent also acts as trustee under the Indenture.symbol “SPH.”

Transfer TaxesVoting

Holders of old notes who tender their old notes for registered notes will not be obligatedEach outstanding common unit is entitled to pay any transfer taxes in connection therewith, except that holders who instruct us to register registered notes in the name of, or request that old notes not tendered or not accepted in the exchange offer be returned to,one vote. We hold a person other than the registered tendering holder will be responsible for the payment of any applicable transfer tax thereon.

USE OF PROCEEDS

We will not receive any proceeds from the exchange offer. The exchange offer is intended to satisfy certain of our obligations under the exchange and registration rights agreement entered into for the benefitmeeting of the holders of old notes in connection withour common units every three years to elect the initial private placementmembers of our Board of Supervisors and to vote on any other matters that are properly brought before the meeting. Special meetings of the old notes. In considerationlimited partners may be called by our Board of Supervisors or by limited partners owning 20% or more of the outstanding common units of the class or classes for issuing the registered notes, we will receive old noteswhich a meeting is proposed.

Cash Distributions

Our Partnership Agreement requires us to distribute all of like principal amount, the terms of which are substantially identical in all material respectsour “available cash” pro rata to the registered notes. The issuance of registered notes in exchange for old notes will not result in a repaymentholders of our outstanding indebtedness which is presently evidenced bycommon units within 45 days following the old notes. The old notes surrendered in exchange for registered notes will be retired and canceled and cannot be reissued. Accordingly, issuanceend of the registered notes will not result ineach fiscal quarter. “Available cash” generally means, with respect to any increase or change in the amountfiscal quarter, all of our indebtedness. We have agreed to pay the expenses of the exchange offer.

The net proceeds that we received from the sale of the old notes on March 31, 2005 were approximately $248.0 million after deducting the discount at issuance. The net proceeds from such sale, together with proceeds from the amended senior credit facility and cash on hand were usedat the end of that quarter plus borrowings for working capital purposes, less reserves necessary or appropriate, in the reasonable discretion of our Board of Supervisors, to redeem the operating partnership notes, including unpaid and accrued interest and prepayment premiums and to pay fees and expenses associated with the refinancing transactions.

CAPITALIZATION

The following table presents our capitalization as of June 25, 2005 which includes the effect of the offering of old notes and the refinancing that were completed on March 31, 2005. This table should be read in conjunction with the consolidated financial statements and the notes thereto incorporated by reference in this prospectus.

				June 25, 2005
				($ in thousands)
				As Reported
Cash and cash equivalents				$	11,208
Liabilities:
Senior Credit Facility:
Revolving credit facility (1)					15,250
New term loan facility					125,000
6 7/8% senior notes due 2013					425,000
Unamortized discount on 6 7/8% senior notes (2)					(1,989	)
Operating Partnership's 7.54% senior notes due 2011					—
Operating Partnership's 7.37% senior notes due 2012					—
Note payable					475
Total debt					563,736
Less current portion					15,725
Total long-term debt					548,011
Partners' Capital:
Common unitholders					215,413
General partner					13
Deferred compensation					(5,887	)
Common units held in trust, at cost					5,887
Unearned compensation					(5,072	)
Accumulated other comprehensive (loss)					(79,949	)
Total partners' capital					130,405
Total capitalization				$	694,141

(1)	The revolving credit facility, which matures on October 20, 2008, provides for a $75.0 million working capital facility and a $75.0 million letter of credit facility. As of August 12, 2005, we had approximately $28.3 million outstanding under the revolving credit facility.

(2)	Reflects the discount on the $250.0 million aggregate principal amount of old notes issued on March 31, 2005 at a price of 99.181%. The discount will be amortized to interest expense over the remaining maturity of the notes through December 2013.

UNAUDITED PRO FORMA CONDENSED COMBINED STATEMENT OF OPERATIONS

The unaudited pro forma condensed combined statement of operations gives effect to the Agway Acquisition under the purchase method of accounting. The pro forma adjustments are based upon available information and assumptions that management believes are reasonable and factually supportable. The unaudited pro forma condensed combined statement of operations does not purport to represent what our results of operations would have been if the purchase transaction had occurred on the date indicated below, nor does it purport to project our results of operations for any future period.

The unaudited pro forma condensed combined statement of operationsprovide for the fiscal year ended September 25, 2004 combines our actual consolidated statement of operations for the fiscal year ended September 25, 2004 with the historical combined statement of operations of Agway Energy for the period from October 1, 2003 through December 22, 2003, giving effect to the Agway Acquisition as if it had occurred on September 28, 2003 (the beginningproper conduct of our 2004 fiscal year). The unaudited pro forma condensed combined statement of operations does not give effect to any cost savings or other operating efficiencies that are expected to result from the integration of the operations of Agway Energy with our operations, including from the integration of back office functions, office space and certain field operations. The unaudited condensed combined statement of operations is not intended to give pro forma effect to the offering of the old notes or to the refinancing transactions in this prospectus.

Unaudited Pro Forma Condensed Combined Statement Of Operations
For The Year Ended September 25, 2004
(in thousands, except per unit amounts)

				Historical Suburban Propane				Historical Agway Energy				Pro Forma Adjustments				Pro Forma Combined
Revenues
Propane, fuel oil and other fuels				$	1,137,791			$	131,293			$	—			$	1,269,084
Other					169,463				37,032				—				206,495
					1,307,254				168,325				—				1,475,579
Costs and expenses
Cost of products sold					779,029				114,317				—				893,346
Operating					361,696				44,333				—				406,029
General and administrative					53,888				—				—				53,888
Restructuring costs					2,942				—				—				2,942
Impairment of goodwill					3,177				—				—				3,177
Depreciation and amortization					36,743				1,854				(1,854	)(a)			39,091
													2,348	(b)
					1,237,475				160,504				494				1,398,473
Income before interest expense and provision for income taxes					69,779				7,821				(494	)			77,106
Interest expense, net					40,832				887				(887	)(a)			43,118
													2,286	(c)
Income before provision for income taxes					28,947				6,934				(1,893	)			33,988
Provision for income taxes					3				2,634				(2,634	)(a)			753
													750	(d)
Income from continuing operations (e)				$	28,944			$	4,300			$	(9	)		$	33,235
General Partner's interest in income from continuing operations				$	563											$	646
Limited Partners' interest in income from continuing operations				$	28,381											$	32,589
Income from continuing operations per common unit—basic				$	0.96											$	1.10
Weighted average number of common units outstanding—basic					29,599												29,599
Income from continuing operations per common unit—diluted				$	0.96											$	1.10
Weighted average number of common units outstanding—diluted					29,705												29,705

See accompanying notes.

The consideration paid and purchase price allocation is as follows (in thousands):

Cash consideration paid at closing (net of $945 working capital adjustment)				$	205,055
Non-compete agreements with certain members of Agway Energy management					2,650
Acquisition-related costs and expenses, including fees for investment bankers, attorneys, accountants and other out-of-pocket costs					3,500
Total cost of Agway Acquisition				$	211,205
Net working capital				$	31,241
Property, plant and equipment					112,187
Identifiable intangible assets					28,046
Goodwill					41,956
Environmental escrow asset					13,750
Deferred tax assets					21,519
Deferred tax asset valuation allowance					(21,519	)
Severance and other restructuring costs					(2,225	)
Environmental reserve					(13,750	)
Total cost of Agway Acquisition				$	211,205

In preparing the unaudited pro forma condensed combined statement of operations, we have made adjustments to the historical financial statements related to the Agway Acquisition in the purchase business, combination of certain assets of Agway Energy, including the financing in connection with the Agway Acquisition. The pre-Acquisition historical results of operations for Agway Energy are presented separately from acquisition adjustments. The pro forma adjustments are as follows:

(a)	Reflects the adjustment to eliminate the Agway Energy historical depreciation and amortization expense, interest expense and provision for income taxes.

(b)

Reflects pro forma adjustment to depreciation and amortization expense based on the portion of the purchase price allocated to property, plant and equipment and amortizable intangible assets. Property, plant and equipment; including land, buildings, storage equipment and propane tanks, are depreciated under the straight-line method based upon their estimated useful lives. The composite useful life for the acquired property, plant and equipment was 18 years for purposes of the pro forma statement of operations.

Amortizable intangible assets are amortized under the straight-line method based upon their estimated useful lives as follows:

Customer lists and trade names				2–15 Years
Non-compete agreements				1–2 Years
Leasehold interests				21 Years

(c)	Reflects pro forma interest expense related to the $175.0 million of 6 7/8% senior notes used to finance a portion of the purchase price, as well as amortization of debt issuance costs over a period of 10 years.

(d)	Reflects pro forma income taxes for the portion of the acquired assets and operations that will not be operated by our operating partnership, rather are owned by certain corporate subsidiaries that are subject to entity-level federal and state taxes.

(e)	Income from continuing operations does not include a gain on the sale of 24 customer service centers in the amount of $26.3 million reported within our historical statement of operations for the year ended September 25, 2004 as the gain was reflected within discontinued operations under SFAS No. 144.

SELECTED FINANCIAL AND OTHER DATA

The following financial data, insofar as it relates to each of the fiscal years 2000 through 2004, has been derived from our audited consolidated financial statements, including our consolidated balance sheets at September 25, 2004 and September 27, 2003 and the related consolidated statements of operations and of cash flows for the years ended September 25, 2004, September 27, 2003 and September 28, 2002 and the notes thereto incorporated by reference in this prospectus. The data for the nine months ended June 25, 2005 and June 26, 2004 has been derived from our unaudited condensed consolidated financial statements also incorporated by reference in this prospectus and which, in the opinion of management, include all adjustments, consisting only of normal recurring adjustments, necessary for a fair statement of the results for the unaudited interim periods. This nine month data is not necessarily indicative of the results that can be expected for a full year.

				Year Ended (a)																				Nine Months Ended
				September 30, 2000 (c)				September 29, 2001				September 28, 2002				September 27, 2003				September 25, 2004 (b)				June 26, 2004 (d)				June 25, 2005
Statement of Operations Data
Revenues				$	812,233			$	890,349			$	635,122			$	735,075			$	1,307,254			$	1,062,590			$	1,338,595
Costs and expenses					738,155				796,507				552,341				655,225				1,231,356				952,598				1,242,261
Restructuring costs (d)					—				—				—				—				2,942				2,382				—
Impairment of goodwill (e)					—				—				—				—				3,177				3,177				—
Gain on sale of assets					(10,328	)			—				—				—				—				—				—
Gain on sale of storage facility					—				—				(6,768	)			—				—				—				—
Income before interest expense, loss on debt extinguishment and provision for income taxes (f)					84,406				93,842				89,549				79,850				69,779				104,433				96,334
Loss on debt extinguishment (g)					—				—				—				—				—				—				36,242
Interest expense, net					42,534				39,596				35,325				33,629				40,832				31,028				30,286
Provision (benefit) for income taxes					234				375				703				202				3				(117	)			336
Income from continuing operations (f)					41,638				53,871				53,521				46,019				28,944				73,522				29,470
Discontinued operations:
Gain on sale of customer service centers (h)					—				—				—				2,483				26,332				14,824				976
(Loss) income from discontinued customer service centers					(3,106	)			(361	)			3				167				(972	)			(32	)			—
Net income (f)					38,532				53,510				53,524				48,669				54,304				88,314				30,446
Income from continuing operations per Common Unit—basic					1.83				2.15				2.12				1.77				0.96				2.36				0.94
Net income per Common Unit— basic (i)					1.70				2.14				2.12				1.87				1.79				2.79				0.97
Net income per Common Unit— diluted (i)					1.70				2.14				2.12				1.86				1.78				2.78				0.97
Cash distributions declared per unit				$	2.11			$	2.20			$	2.28			$	2.33			$	2.41			$	1.80			$	1.84
Balance Sheet Data (end of period)
Cash and cash equivalents				$	11,645			$	36,494			$	40,955			$	15,765			$	53,481			$	115,771			$	11,208
Current assets					122,160				124,339				116,789				98,912				252,894				294,108				219,467
Total assets					771,116				723,006				700,146				670,559				992,007				1,034,009				951,324
Current liabilities, excluding current portion of long-term borrowings					124,585				119,196				98,606				94,802				202,024				154,265				137,593
Total debt					524,095				473,177				472,769				383,826				515,915				558,415				563,736
Other long-term liabilities					60,607				71,684				109,485				107,853				105,950				111,215				119,590
Partners' capital—Common Unitholders					58,474				105,549				103,680				165,950				238,880				290,452				215,413
Partner's capital—General Partner				$	1,866			$	1,888			$	1,924			$	1,567			$	852			$	2,504			$	13

				Year Ended (a)																				Nine Months Ended
				September 30, 2000 (c)				September 29, 2001				September 28, 2002				September 27, 2003				September 25, 2004 (b)				June 26, 2004 (d)				June 25, 2005
Statement of Cash Flows Data
Cash provided by (used in)
Operating activities				$	59,467			$	101,838			$	68,775			$	57,300			$	93,065			$	101,236			$	22,287
Investing activities					(99,067	)			(17,907	)			(6,851	)			(4,859	)			(196,557	)			(204,104	)			(19,126	)
Financing activities				$	42,853			$	(59,082	)		$	(57,463	)		$	(77,631	)		$	141,208			$	202,874			$	(45,434	)
Other Data
Depreciation and amortization (j)				$	37,032			$	36,496			$	28,355			$	27,520			$	36,743			$	25,629			$	27,513
EBITDA (k)					118,332				129,977				117,907				110,020				131,882				144,854				124,823
Capital expenditures— maintenance and growth (l)					21,250				23,218				17,464				14,050				26,527				18,502				23,130
Acquisitions				$	98,012			$	—			$	—			$	—			$	211,181			$	211,181			$	—
Retail gallons sold
Propane					523,975				524,728				455,988				491,451				537,330				451,354				438,912
Fuel oil and refined fuels					—				—				—				—				220,469				172,513				207,260
Ratio of earnings to fixed charges (m)					1.85x				2.13x				2.23x				2.10x				1.57x				2.94x				1.79x

(a)	Our 2000 fiscal year contained 53 weeks. All other fiscal years contained 52 weeks.

(b)	Includes the results from our acquisition of substantially all of the assets and operations of Agway Energy from December 23, 2003, the date of acquisition.

(c)	Includes the results from our acquisition of certain subsidiaries of SCANA Corporation from November 8, 1999, the date of acquisition.

(d)	During fiscal 2004, we incurred $2.9 million in restructuring charges to integrate our assets, employees and operations with Agway Energy assets, employees and operations, of which $2.4 million was incurred during the nine months ended June 26, 2004.

(e)	During fiscal 2004, we recorded a non-cash charge of $3.2 million related to impairment of goodwill for one of our reporting units acquired in fiscal 1999.

(f)

These amounts include, in addition to the gain on sale of assets and the gain on sale of storage facility, gains from the disposal of property, plant and equipment of $0.1 million for fiscal 2000, $3.8 million for fiscal 2001, $0.5 million for fiscal 2002, $0.6 million for fiscal 2003, $0.7 million for fiscal 2004, $0.2 million for the nine months ended June 26, 2004 and $1.9 million for the nine months ended June 25, 2005.

(g)	During the third quarter of fiscal 2005, we recorded a one-time charge of approximately $36.2 million as a result of the refinancing transactions to reflect the loss on debt extinguishment associated with the prepayment premium and the write-off of unamortized bond issuance costs.

(h)

Gain on sale of customer service centers for fiscal 2004 of $26.3 million reflects the sale of 24 customer service centers for net cash proceeds of approximately $39.4 million. Gain on sale of customer service centers for fiscal 2003 of $2.5 million reflects the sale of nine customer service centers for net cash proceeds of approximately $7.2 million. The gains on sale have been accounted for within discontinued operations pursuant to Statement of Financial Accounting Standards ("SFAS") No. 144, "Accounting for the Impairment or Disposal of Long-Lived Assets." Prior period results of operations attributable to the customer service centers sold in fiscal 2004 have been reclassified to remove financial results from continuing operations. Prior period results of operations attributable to the customer service centers sold in fiscal 2003 were not significant and, as such, results prior to fiscal 2003 were not reclassified to remove financial results from continuing operations.

(i)	Basic income per limited partner unit is computed by dividing the limited partners' share of income by the weighted average number of outstanding common units. Diluted income per limited partner unit is computed by dividing the limited partners' share of income by the weighted average number of outstanding common units and time vested restricted units granted under our

2000 Restricted Unit Plan. The computations of income per limited partner unit for the nine months ended June 26, 2004 reflects the adoption of Emerging Issues Task Force ("EITF") consensus 03-6 "Participating Securities and the Two-Class Method Under FASB Statement No. 128" ("EITF 03-6"), which requires, among other things, the use of the two-class method of computing earnings per unit for each class of common unit and participating security according to distributions declared and the participating rights in undistributed earnings, as if all of the earnings were distributed to the limited partners and the general partner in accordance with the terms of our partnership agreement. Adoption of EITF 03-6 resulted in a negative impact of $0.14 per common unit for the nine months ended June 26, 2004. The application of the EITF 03-6 consensus did not have any impact on the computation of the annual income per common unit for any periods presented, nor on income per common unit for the nine months ended June 25, 2005.

(j)

Depreciation and amortization expense for fiscal 2002 and subsequent fiscal years reflects our adoption of SFAS No. 142, "Goodwill and Other Intangible Assets" ("SFAS 142") as of September 30, 2001 (the beginning of our 2002 fiscal year). SFAS 142 eliminated the requirement to amortize goodwill and certain intangible assets. Amortization expense for fiscal 2002 reflects approximately $7.4 million lower amortization expense compared to fiscal 2001 as a result of the elimination of amortization expense associated with goodwill.

(k)

EBITDA represents net income before deducting interest expense, income taxes, depreciation and amortization. Our management uses EBITDA as a measure of liquidity and we are including it because we believe that it provides our investors and industry analysts with additional information to evaluate our ability to meet our debt service obligations and to pay our quarterly distributions to holders of our Common Units. Moreover, our revolving credit agreement requires us to use EBITDA as a component in calculating our leverage and interest coverage ratios. EBITDA is not a recognized term under generally accepted accounting principles ("GAAP") and should not be considered as an alternative to net income or net cash provided by operating activities determined in accordance with GAAP. Because EBITDA as determined by us excludes some, but not all, items that affect net income, it may not be comparable to EBITDA or similarly titled measures used by other companies. The following table sets forth (i) our calculation of EBITDA and (ii) a reconciliation of EBITDA, as so calculated, to our net cash provided by operating activities (amounts in thousands):

				Year Ended (a)																				Nine Months Ended
				September 30, 2000(b)				September 29, 2001				September 28, 2002				September 27, 2003(c)				September 25, 2004				June 26, 2004 (d)				June 25, 2005
Net income				$	38,532			$	53,510			$	53,524			$	48,669			$	54,304			$	88,314			$	30,446
Add:
Provision (benefit) for income taxes					234				375				703				202				3				(117	)			336
Loss on debt extinguishment					—				—				—				—				—				—				36,242
Interest expense, net					42,534				39,596				35,325				33,629				40,832				31,028				30,286
Depreciation and amortization					37,032				36,496				28,355				27,520				36,743				25,629				27,513
EBITDA					118,332				129,977				117,907				110,020				131,882				144,854				124,823
Add/(subtract):
(Provision) benefit for income taxes					(234	)			(375	)			(703	)			(202	)			(3	)			117				(336	)
Loss on debt extinguishment					—				—				—				—				—				—				(36,242	)
Interest expense, net					(42,534	)			(39,596	)			(35,325	)			(33,629	)			(40,832	)			(31,028	)			(30,286	)
Gain on disposal of property, plant and equipment, net					(11,313	)			(3,843	)			(546	)			(636	)			(715	)			(153	)			(1,888	)
Gain on sale of customer service centers					—				—				—				(2,483	)			(26,332	)			(14,824	)			(976	)
Gain on sale of storage facility					—				—				(6,768	)			—				—				—				—
Changes in working capital and other assets and liabilities					(4,784	)			15,675				(5,790	)			(15,770	)			29,065				2,270				(32,808	)
Net cash provided by (used in) operating activities				$	59,467			$	101,838			$	68,775			$	57,300			$	93,065			$	101,236			$	22,287
Net cash used in investing activities				$	(99,067	)		$	(17,907	)		$	(6,851	)		$	(4,859	)		$	(196,557	)		$	(204,104	)		$	(19,126	)
Net cash provided by (used in) financing activities				$	42,853			$	(59,082	)		$	(57,463	)		$	(77,631	)		$	141,208			$	202,874			$	(45,434	)

(l)	Our capital expenditures fall generally into three categories: (i) maintenance expenditures, which include expenditures for repair and replacement of property, plant and equipment; and (ii) growth capital expenditures, which include new propane tanks and other equipment to facilitate expansion of our customer base and operating capacity.

(m)	For purposes of determining the ratio of earnings to fixed charges, earnings are defined as income from continuing operations before income taxes plus fixed charges. Fixed charges consist of interest expense, including amortization of debt issuance costs and that portion of rental expenses on operating leases that management considers to be a reasonable approximation of interest.

DESCRIPTION OF CERTAIN INDEBTEDNESS

On March 31, 2005, the operating partnership entered into an amendment to the Third Amended and Restated Credit Agreement, providing for the addition of a $125.0 million term loan facility. The existing revolving credit facility was not amended. Together, we refer to these facilities as the operating partnership's amended senior credit facility. The principal amount outstanding under the revolving credit portion of the amended senior credit facility is due on October 20, 2008. The outstanding principal amount of the term loan will be due on March 31, 2010. As of August 12, 2005, we had $153.3 million outstanding under the amended senior credit facility.

In general, borrowings under the amended senior credit facility bear interest, at the operating partnership's option, at either:

•	the base rate (as defined below) plus a margin ranging from 0.25% to 1% per annum depending on the operating partnership's leverage ratio; or

•	the LIBOR rate (as defined below) plus a margin ranging from 1.25% to 2.0% per annum depending on the operating partnership's leverage ratio.

The base rate is the higher of the administrative agent's prime rate or the federal funds rate plus 0.5%. The LIBOR rate is the rate per annum obtained by dividing (1) the rate at which deposits in dollars for the applicable interest period are quoted on the Telerate Page Screen 3750 by (2) a percentage equal to 100% minus the maximum reserve requirement stated by the Federal Reserve Board in respect of "Eurocurrency liabilities" for a member bank of the Federal Reserve System. If an event of default has occurred and is continuing under the amended senior credit facility, all amounts due will bear interest at 2% per annum in excess of the applicable margin.

An annual fee ranging from 0.375% to 0.500% of the aggregate revolving credit facility and letter of credit facility commitments, depending on the operating partnership's leverage ratio, is payable quarterly whether or not borrowings thereunder occur or the letters of credit are issued. The agreement governing the amended senior credit facility requires us and the operating partnership to comply with certainapplicable law or agreements, or to provide funds for future distributions to partners.

Restrictions on Business Combinations with Certain Interested Holders of Our Common Units

Our Partnership Agreement defines an interested unitholder (“Interested Unitholder”) as any person, including its affiliates, and any person who is a director, officer or partner or is, directly or indirectly, the owner of 20% or more of any class of voting stock or other voting interest of an Interested Unitholder, any person who serves as trustee or in a similar fiduciary capacity of an Interested Unitholder or any relative or spouse, with the same residence as an Interested Unitholder (other than us, any of our subsidiaries, any employee benefit plan that we maintain or any subsidiary thereof or any trustee or fiduciary with respect to any such plan when acting in such capacity), that:

(a) is, or was at any time within the three-year period immediately prior to the date in question, the beneficial owner of 15% or more of the then outstanding units and who did not become the beneficial owner of such amount of units pursuant to a transaction that (x) was approved by the affirmative vote of a majority of our entire Board of Supervisors; or (y) resulted in such person becoming the official owner of at least 85% of the then outstanding units (excluding units owned by our officers and members of our Board of Supervisors); or