The amount to be registered consists of up to $100,000,000 of an indeterminate number of common units representing limited partner interests (the “Common units”) in Suburban Propane Partners, L.P. (the “Registrant”), as may be sold from time to time by the Registrant. Pursuant to Rule 416 under the Securities Act of 1933, as amended, or the Securities Act, this registration statement shall also cover any additional shares of the registrant’s securities that become issuable by reason of any share splits, share dividends or similar transactions.

(2)

Estimated solely for the purpose of calculating the registration fee in accordance with Rule 457(o) under the Securities Act, based on an estimate of the proposed maximum offering price. The proposed maximum aggregate offering price per unit will be determined from time to time by the Registrant in connection with the issuance by the registrant of the securities registered hereunder and is not specified as to each class of security pursuant to General Instruction II.D of Form

S-3

under the Securities Act.