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<SEC-DOCUMENT>/in/edgar/work/0000931763-00-002192/0000931763-00-002192.txt : 20000929
<SEC-HEADER>0000931763-00-002192.hdr.sgml : 20000929
ACCESSION NUMBER:		0000931763-00-002192
CONFORMED SUBMISSION TYPE:	S-8
PUBLIC DOCUMENT COUNT:		5
FILED AS OF DATE:		20000927
EFFECTIVENESS DATE:		20000927

FILER:

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			STAR GAS PARTNERS LP
		CENTRAL INDEX KEY:			0001002590
		STANDARD INDUSTRIAL CLASSIFICATION:	 [5990
]		IRS NUMBER:				061437793
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			0930
</COMPANY-DATA>

		FILING VALUES:
			FORM TYPE:		S-8
			SEC ACT:		
			SEC FILE NUMBER:	333-46714
			FILM NUMBER:		729666
</FILING-VALUES>

			BUSINESS ADDRESS:	
				STREET 1:		2187 ATLANTIC ST
				CITY:			STAMFORD
				STATE:			CT
				ZIP:			06902
				BUSINESS PHONE:		2033287300
</BUSINESS-ADDRESS>

				MAIL ADDRESS:	
					STREET 1:		2187 ATLANTIC STREET
					STREET 2:		2187 ATLANTIC STREET
					CITY:			STAMFFORD
					STATE:			CT
					ZIP:			06902
</MAIL-ADDRESS>
</FILER>
</SEC-HEADER>
<DOCUMENT>
<TYPE>S-8
<SEQUENCE>1
<FILENAME>0001.txt
<DESCRIPTION>FORM S-8
<TEXT>

<PAGE>

  As filed with the Securities and Exchange Commission on September 27, 2000

                                                     Registration No. 333 - ____
================================================================================
                      SECURITIES AND EXCHANGE COMMISSION
                            WASHINGTON, D.C. 20549

                               ________________

                                   FORM S-8
                            REGISTRATION STATEMENT
                                     UNDER
                          THE SECURITIES ACT OF 1933

                               ________________

                            STAR GAS PARTNERS, L.P.
              (Exact name of registrant as specified in charter)

             Delaware                                      06-1437773
  (State or other jurisdiction of                       (I.R.S. Employer
  incorporation or organization)                       Identification No.)

                             2187 Atlantic Street
                                P.O. Box 120011
                       Stamford, Connecticut 06912-0011
                                (203) 328-7300
             (Address, including zip code, and telephone number,
       including area code, of registrant's principal executive offices)
                               ________________

              Agreements for the Issuance of Restricted Incentive

                        Units to Non-Employee Directors

   Agreement for the Issuance of Restricted Incentive Units to Irik P. Sevin
                             (Full Title of Plans)

                               ________________

                              Richard F. Ambury,
                         Vice President and Treasurer
                                 Star Gas LLC
                             2187 Atlantic Street
                                P.O. Box 120011
                       Stamford, Connecticut 06912-0011
                                (203) 328-7300
          (name and address, including zip code and telephone number,
                   including area code of agent for service)

                               ________________

                                  Copies to:

                             Brian Brodrick, Esq.
                   Phillips Nizer Benjamin Krim & Ballon LLP
                               666 Fifth Avenue
                           New York, New York 10103
                                (212) 977-9700

<TABLE>
<CAPTION>
                                             CALCULATION OF REGISTRATION FEE
==================================================================================================================
                                                         Proposed               Proposed
Title of Each                                            Maximum                Maximum             Amount of
Class of Securities                Amount to be          Offering               Aggregate           Registra-
to be Registered                   Registered(1)         Price Per Share        Offering Price      tion Fee
- ------------------------------------------------------------------------------------------------------------------
<S>                                <C>                   <C>                    <C>                 <C>
Senior Subordinated Units........    129,500               $8.72(2)             $1,129,240(2)         $299.00
==================================================================================================================
</TABLE>

(1)  An indeterminate number of Senior Subordinated Units are registered
     hereunder, which may be issued in the event provisions against dilution
     become operative. No additional registration fee is included for these
     shares.

(2)  The registration fee is based upon the average of the high and low sales
     prices for the Senior Subordinated Units of $8.72 on September 20, 2000, as
     prescribed by Rule 457(c).
<PAGE>

                                    PART II

Item 3.   Incorporation of Documents by Reference.

          The following documents which have been filed by Star Gas Partners,
L.P. (the "Registrant") with the Securities and Exchange Commission (the
"Commission") are hereby incorporated by reference in this Registration
Statement:

          1. Annual Report on Form 10-K, as amended, for the fiscal year ended
             September 30, 1999.

          2. Quarterly Reports on Form 10-Q for the fiscal quarters ended
             December 31, 1999 and March 31, 2000 and June 30, 2000.

          3. The description of the Senior Subordinated Units contained in the
             Registrant's Registration Statement on Form 8-A filed pursuant to
             Section 12 of the Securities Exchange Act of 1934, and any
             amendment or report filed for the purpose of updating such
             description.

          All documents filed by the Registrant pursuant to Section 13(a),
13(c), 14 and 15(d) of the Securities Exchange Act of 1934 subsequent to the
date of the Registration Statement and prior to the filing of a post-effective
amendment, which indicates that all securities offered have been sold or which
deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference into this Registration Statement and to be a part
hereof from the respective dates of filing such documents.

          The Registrant will provide without charge to any Plan participant, at
the request of such person, a copy of any or all of the foregoing documents
incorporated herein by reference (other than exhibits to such documents).
Requests should be directed to Richard F. Ambury, Vice President, Star Gas
Partners, L.P., 2187 Atlantic Street, Stamford, Connecticut 06902 (Tel. No. 203-
328-7300).

Item 4.   Description of Securities.

          Not Applicable.

Item 5.   Interests of Named Experts and Counsel.

          Not Applicable.

Item 6.   Indemnification of Directors and Officers.

          The amended and restated partnership agreement (the "Partnership
Agreement") of the Registrant and the amended and restated partnership agreement
(the "Operating Partnership Agreement") of the Registrant's subsidiary, Star Gas
Propane, L.P. (the "Operating Partnership"), provide that the Registrant or the
Operating Partnership, as the case may be, will indemnify (to the fullest extent
permitted by applicable law) certain persons (the "Indemnitees") from and
against any and all losses, claims, damages, liabilities (joint or several),
expenses (including, without limitation, legal fees and expenses), judgements,
fines and amounts paid in settlement actually and reasonably incurred by such
Indemnitee in connection with any claim, demand, action, suit or proceeding to
which the Indemnitee is or was an actual or threatened party and which relates
to the Partnership Agreement or the Operating Partnership Agreement or the
property, business, affairs or management of the Registrant or the Operating
Partnership. This indemnity is available only if the Indemnitee acted in good
faith, in a manner in which such Indemnitee believed to be in, or not opposed
to, the best interests of the Registrant and, with respect to any criminal
proceeding, had no reasonable cause to believe its conduct was unlawful.

                                       2
<PAGE>

Indemnitees include the general partner, any Departing Partner (as defined in
the Partnership Agreement), any affiliate of the general partner or any
Departing Partner, any person who is or was a director, officer, employee or
agent of the general partner or any Departing Partner or any affiliate of
either, or any person who is or was serving at the request of the General
Partner, any Departing Partner, or any such affiliate as a director, officer,
partner, trustee, employee or agent of another person. Expenses subject to
indemnity will be paid by the applicable Registrant to the Indemnitee in
advance, subject to receipt of an undertaking by or on behalf of the Indemnitee
to repay such amount if it is ultimately determined by a court of competent
jurisdiction that the Indemnitee is not entitled to indemnification. The
Registrant will, to the extent commercially reasonable, purchase and maintain
insurance on behalf of the Indemnitees, whether or not the Registrant would have
the power to indemnify such Indemnitees against liability under the applicable
partnership agreement. Star Gas LLC, the general partner of the Registrant,
maintains a policy of directors' and officers' liability insurance on behalf of
its officers and directors.

Item 7.   Exemption From Registration Claimed.

          Not Applicable.

Item 8.   Exhibits.

Exhibit
Nos.           Description of Exhibits
- -------        -----------------------

5.1*      Opinion of Phillips Nizer Benjamin Krim & Ballon LLP
10.1*     Form of Agreement for the Issuance of Restricted Incentive Units to
             Non-Employee Directors
10.2*     Form of Agreement for the Issuance of Restricted Incentive Units to
             Irik P. Sevin
23.1*     Consent of KPMG LLP
23.3*     Consent of Phillips Nizer Benjamin Krim & Ballon LLP (included in
             Exhibit 5.1)*

__________________
*Filed herewith.

Item 9.   Undertakings.

          1.   The undersigned Registrant hereby undertakes:

               (i)    To file, during any period in which offers or sales are
being made, a post-effective amendment to this Registration Statement to include
any material information with respect to the plan of distribution not previously
disclosed in the Registration Statement or any material change to such
information in the Registration Statement.

               (ii)   That, for the purpose of determining any liability under
the Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.

               (iii)  To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.

          2.   The undersigned registrant hereby undertakes that, for purposes
of determining any liability under the Securities Act of 1933, each filing of
the registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable,

                                       3
<PAGE>

each filing an employee benefit plan's annual report pursuant to Section 15(d)
of the Securities Exchange Act of 1934) that is incorporated by reference in the
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

     3.   Insofar as indemnification for liabilities arising under the
Securities Act of 1933, as amended (the "Act") may be permitted to directors,
officers or controlling persons of the Registrant, pursuant to the foregoing
provisions, or otherwise, the Registrant has been advised that, in the opinion
of the Securities and Exchange Commission, such indemnification is against
public policy as expressed in the Act, and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities (other than the
payment by the Registrant of expenses incurred or paid by a director, officer or
controlling person of the Registrant in the successful defense of any action,
suit or proceeding is asserted by such director, officer or controlling person
in connection with the securities being registered hereunder, the Registrant
will, unless in the opinion of its counsel the matter has been settled by
controlling precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by it is against public policy as
expressed in the act and will be governed by the final adjudication of such
issue.

                                       4
<PAGE>

                                  SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for the filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Stamford, State of Connecticut, on the 26th day of
September, 2000.

                                    Star Gas Partners, L.P.

                                    By:  STAR GAS LLC,
                                         As General Partner


                                    By /s/ Irik P. Sevin
                                       --------------------------
                                       Irik P. Sevin
                                       Chairman of the Board and
                                       Chief Executive Officer

                               POWER OF ATTORNEY

     Each person whose signature appears below appoints Irik P. Sevin, Richard
F. Ambury and George Leibowitz and each of them, any of whom may act without the
joinder of the other, as his or her true and lawful attorneys-in-fact and
agents, with full power of substitution and resubstitution, for him or her and
in his or her name, place and stead, in any and all capacities, to sign any and
all amendments for this offering that is to be effective upon filing pursuant to
Rule 462(b) under the Securities Act, and to file the same, with all exhibits
thereto, and all other documents in connection, therewith, with the Securities
and Exchange Commission, granting unto said attorneys-in-fact and agents full
power and authority to do and perform each and every act and thing requisite and
necessary to be done, as fully to all intents and purposes as he might or would
do in person, hereby ratifying and confirming all that said attorney-in-fact and
agents or any of them or their or his or her substitute and substitutes, may
lawfully do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed by the following persons in the capacities and on the
dates indicated:

<TABLE>
<CAPTION>
               Signature                         Title                           Date
               ---------                         -----                           ----
<S>                                 <C>                                     <C>
   /s/ Irik P. Sevin                Chairman of the Board, Chief            September 26, 2000
- ------------------------------
             Irik P. Sevin            Executive Officer and Director
                                      (Principal Executive Officer)

   /s/ George Leibowitz             Chief Financial Officer (Principal      September 26, 2000
- ------------------------------
             George Leibowitz         Financial and Accounting Officer)

   /s/ Audrey L. Sevin              Director                                September 26, 2000
- -------------------------------
             Audrey L. Sevin
</TABLE>

                                       5
<PAGE>

<TABLE>
<S>                                       <C>                  <C>
   /s/ William Nicoletti                  Director             September 26, 2000
- ----------------------------------
            William Nicoletti

   /s/ Paul Biddelman                     Director             September 26, 2000
- ----------------------------------
            Paul Biddelman

   /s/ Thomas J. Edelman                  Director             September 26, 2000
- ----------------------------------
            Thomas J. Edelman

                                                               September 26, 2000
   /s/ I. Joseph Massoud                  Director
- ----------------------------------
            I. Joseph Massoud

   /s/ Stephen Russell                    Director             September 26, 2000
- ----------------------------------
            Stephen Russell
</TABLE>

                                       6
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-5.1
<SEQUENCE>2
<FILENAME>0002.txt
<DESCRIPTION>OPINION OF PHILLIPS NIZER BENJAMIN KRIM
<TEXT>

<PAGE>

                                                                     EXHIBIT 5.1

                   Phillips Nizer Benjamin Krim & Ballon LLP
                               666 Fifth Avenue
                         New York, New York 10103-0084


                                              September 27, 2000


Star Gas Partners, L.P.
2187 Atlantic Street
Stamford, CT 06912-0011

          Re:  Registration Statement of Form S-8
               ----------------------------------

Dear Ladies and Gentlemen:

          We refer to the above-captioned registration statement (the
"Registration Statement") under the Securities Act of 1933, as amended, filed by
Star Gas Partners, L.P., a Delaware limited partnership (the "Partnership"),
with the Securities and Exchange Commission, relating to 129,500 senior
subordinated units (the "Units") of limited partner interests in the Partnership
which are being registered for issuance to a certain officer and directors
pursuant to separate incentive compensation agreements (the "Agreements").

          Unless otherwise defined herein, capitalized terms used herein shall
have the meanings ascribed to them in the Registration Statement.

          We have made such examination of law and have examined originals or
copies, certified or otherwise authenticated to our satisfaction, of all such
records, agreements and other instruments, certificates and orders of public
officials, certificates of the General Partner and representatives of the
partnership, and other documents that we have deemed necessary to render the
options hereinafter set forth.

          In such examination, we have assumed the genuineness of all
signatures, the authenticity of all documents submitted to us as originals, the
conformity to the original thereof of all documents submitted to us as certified
or photostatic copies, and the authenticity of the originals of such latter
documents.

          Based on the foregoing, we are of the opinion that:

          1.  The Partnership has been duly formed and is validly existing as a
limited partnership in good standing under the laws of the State of Delaware.

          2.  The Units when and to the extent issued in accordance with the
Partnership Agreement and the Agreements will be validly issued, fully paid and
non-assessable.
<PAGE>

Star Gas Partners, L.P.
Page -2-
September 27, 2000


          We are attorneys admitted to practice in the State of New York. Our
opinion relates only to the laws of the State of New York, applicable federal
law of the United States of America and the corporate and limited partnership
laws of Delaware. We express no opinion on the law of any other jurisdiction.

          We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.

                                   Very truly yours,

                                   /s/ Brian Brodrick

                                   PHILLIPS NIZER BENJAMIN
                                      KRIM & BALLON LLP
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.1
<SEQUENCE>3
<FILENAME>0003.txt
<DESCRIPTION>FORM OF AGREEMENT, NON-EMPLOYEES
<TEXT>

<PAGE>

                                                                    Exhibit 10.1
                                                                    ------------


                            STAR GAS PARTNERS, L.P.


                           INCENTIVE UNITS AGREEMENT

                             FOR OUTSIDE DIRECTORS

          THIS AGREEMENT, made as of this 30th day of August, 2000 by Star Gas
Partners, L.P., a Delaware limited partnership (the "Partnership"), with
_________________ (the "Grantee"):



                             W I T N E S S E T H:

          WHEREAS, the Partnership has adopted an equity based incentive program
(the "Program") for the non-employee members (the "Outside Directors") of the
Board of Directors of Star Gas LLC, the general partner of the Partnership
("Star");

          WHEREAS, pursuant to the Program, each Outside Director is entitled to
receive 8,500 Senior Subordinated Units (the "Units") of limited partnership
interest on the terms and conditions set forth herein;

          WHEREAS, the Grantee is an Outside Director of Star.

          NOW, THEREFORE, the parties hereto agree as follows:


          1.   Grant of Incentive Units. The Partnership hereby grants (the
               ------------------------
"Grant") to the Grantee as of the date hereof (subject to the restrictions set
forth herein) 8,500 Units, upon the following terms and conditions:

          (i)  1,700 Units [20% of the Grant] (the "Initial Units") shall vest
               immediately. Certificates representing these Units will be
               delivered
<PAGE>

                 promptly to the Grantee and shall be freely transferable
                 subject to Section 5.

          (ii)   The balance of the Grant (the "Contingent Units") shall vest in
                 four (non-cumulative) installments of 1,700 Units each if the
                 Partnership earns a minimum (each, a "Target") of the following
                 amount of distributable cash flow ("DCF") per limited partner
                 unit ("LP Unit") in the following fiscal years:


                 Fiscal Year             Target DCF Per LP Unit
                 -----------             ----------------------

                 2001                          $2.19

                 2002                           2.29

                 2003                           2.39

                 2004                           2.49

          (iii)  Certificates for the Contingent Units will be delivered
                 promptly upon vesting and will be freely transferable subject
                 to Section 6. Installments that do not vest shall be forfeited;

          (iv)   For purposes of this Agreement, the term Distributable Cash
                 Flow shall mean the numbers publicly announced by the General
                 Partner as the Partnership's distributable cash flow or if such
                 distributable cash flow is not publicly announced, then the
                 distributable cash flow of the Partnership as determined by its
                 Chief Financial Officer, in either case, adjusted to eliminate
                 the impact of acquisitions made in the year being calculated.

                                       2
<PAGE>

          2.   Contingent Unit Distributions. Distributions on each Contingent
               -----------------------------
Unit shall accrue and be payable on the date the Contingent Unit vests as
follows:

          (i)  The amount of such distributions per Unit (hereinafter referred
               to as the "DCF Bonus") shall be equal to the sum of:

               (A)  (1) The amount by which the DCF of the Partnership exceeds
                    an amount sufficient to permit the Partnership to pay the
                    Minimum Quarterly Distribution of $2.30 per share on all
                    Common Units and the Target DCF per LP Unit on all other
                    Units outstanding divided by (2) the total number of
                    Contingent Units outstanding (which for the purposes of
                    these calculations includes all contingent units that have
                    heretofore or that may hereafter be issued by the
                    Partnership, including, without limitation, incentive
                    contingent units issued to employees).  Notwithstanding the
                    foregoing, such accrual shall not exceed an amount equal to
                    the Target DCF per LP Unit. plus
                                                ----

               (B)  Should the Partnership determine to make distributions in
                    excess (the "Excess Distributions") of the amount paid on
                    the outstanding Units plus the amount accrued for the DCF
                    Bonuses, the Contingent Units shall be treated as Senior
                    Subordinated Units in determining the amount of Excess
                    Distributions to be distributed and accrued per Unit.  The
                    amount of Excess Distributions per Contingent Unit so
                    accrued will be included in the DCF Bonus.


          (ii) The DCF Bonus shall be forfeited with respect to any Contingent
               Units that do not vest.

                                       3
<PAGE>

     3.   Termination. In the event the Grantee ceases to be, for any reason, a
          -----------
Director (such event a "Termination") all Contingent Units shall be forfeited by
the Grantee.

     4.   Status of Contingent Units. The Partnership shall deliver the unit
          --------------------------
certificate(s) to the Grantee for Contingent Units promptly following the
receipt of written certification from an authorized officer of the General
Partner that such Contingent Units are vested. The Grantee shall have no right
to receive distributions with respect to, to vote, or to otherwise exercise any
ownership rights with respect to such Contingent Units until they are vested.

     5.   Securities Regulation.
          ---------------------

          (a)  Units shall not be issued unless the issuance and delivery of
such Units shall comply with all relevant provisions of law, including, without
limitation, any applicable state securities laws, the Securities Act of 1933, as
amended, the Exchange Act, the rules and regulations thereunder and the
requirements of any stock exchange or quotation system upon which the Units may
then be listed or quoted, and such issuance shall be further subject to the
approval of counsel for the Partnership with respect to such compliance,
including the availability of an exemption from registration for the issuance of
such Units. The inability of the Partnership to obtain from any regulatory body
the authority deemed by the Partnership to be necessary for the lawful issuance
of any Units under this Agreement, or the unavailability of an exemption from
registration for the issuance of any Units under this Plan, shall relieve the
Partnership of any liability with respect to the non-issuance of such Units.

          (b)  The issuance, transfer or delivery of certificates representing
Units may be delayed, at the discretion of the General Partner, until the
General Partner is satisfied that the applicable requirements of the federal and
state securities laws and the withholding

                                       4
<PAGE>

provisions of the Internal Revenue Code of 1986, as amended (or any successor
thereto) have been met.

          6.   Rights as Unitholder.  Except to the extent set forth above,
               --------------------
Grantee shall have no rights as a unitholder with respect to any Contingent
Units until the issuance (as evidenced by the appropriate entry on the books of
the Partnership or a duly authorized transfer agent) of a certificate
representing the Units.  No adjustment shall be made for distributions or other
rights for which the record date is prior to the date the certificate is issued.

          7.   Invalid Transfers.  In the event of any attempt by the Grantee to
               -----------------
transfer, assign, pledge, hypothecate or otherwise dispose of any Contingent
Units or of any right hereunder, except as provided for herein, or in the event
of the levy or any attachment, execution or similar process upon the rights or
interest hereby conferred, the Partnership may terminate this Grant by notice to
the Grantee and it shall thereupon become null and void.

          8.   Notices.  Any notice to the Partnership provided for in this
               -------
Agreement shall be addressed to the Partnership in care of its Chief Financial
Officer, 2187 Atlantic Street, Stamford, Connecticut 06902 and any notice to the
Grantee shall be addressed to him at his address now on file with the
Partnership, or to such other address as either may last have designated to the
other by notice as provided herein. Any notice so addressed shall be deemed to
be given on the second business day after mailing, by registered or certified
mail, at a post office or branch post office within the United States.

                                       5
<PAGE>

          9.   Controversies.  In the event that any question or controversy
               -------------
shall arise with respect to the nature, scope or extent of any one or more
rights conferred by this Grant, the determination by the Board of Directors of
Star of the rights of the Grantee shall be conclusive, final and binding upon
the Grantee and upon any other person who shall assert any right pursuant to
this Grant.

                              STAR GAS PARTNERS, L.P.
                              By:  Star Gas LLC
                                   (General Partner)




                              By: ______________________________________
                              Name:  Irik P. Sevin
                              Title: Chairman and Chief Executive Officer


ACCEPTED AND AGREED

_____________________________
          , Grantee

                                       6
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-10.2
<SEQUENCE>4
<FILENAME>0004.txt
<DESCRIPTION>FORM OF AGREEMENT, IRIK P. SEVIN
<TEXT>

<PAGE>

                                                                    Exhibit 10.2
                                                                    ------------

          AGREEMENT, made as of this 1st day of December, 1999 by STAR GAS
PARTNERS, L.P., a Delaware limited partnership (the "Partnership"), and IRIK P.
SEVIN (the "Grantee").

                             W I T N E S S E T H :

          WHEREAS, the Grantee is the Chairman of the Board and Chief Executive
Officer of Star Gas LLC, a Delaware limited liability company ("Star"), which is
the general partner of the Partnership;

          WHEREAS, the Board of Directors (the "Board") of Star, at the
recommendation of the compensation committee (the "Committee") of the Board, has
determined that it would be in the best interests of the Partnership to grant to
the Grantee incentive compensation in the form of restricted senior subordinated
units and restricted senior subordinated unit appreciation rights;

          NOW, THEREFORE, the parties hereto hereby agree as follows:

     1.   Grant of Restricted Units and Restricted Unit Appreciation Rights. The
          -----------------------------------------------------------------
Partnership hereby grants to the Grantee as of the date hereof 87,000 restricted
senior subordinated units of limited partner interest of the Partnership (the
"Restricted Units") and 350,000 restricted senior subordinated unit appreciation
rights (the "Restricted Unit Appreciation Rights"), subject to the terms and
conditions set forth herein.

     2.   Restriction Period. The Grantee's rights to payments under this
          ------------------
Agreement are not subject, in any manner, to anticipation, alienation, sale,
transfer, assignment, pledge, encumbrance, attachment, or garnishment, by
creditors of the Grantee or the Grantee's beneficiaries, and the Grantee shall
not be permitted to sell, assign, transfer, pledge or otherwise encumber or
exercise (the "Restrictions") the Restricted Units and the Restricted Unit
Appreciation Rights during the period (the "Restriction Period") from the date
hereof through the date on which such Restricted Units and Restricted Unit
Appreciation Rights shall be delivered to the Grantee. The Restricted Unit
Appreciation Rights and Restricted Units shall have vested on the following
dates (the "Vesting Dates") in accordance with the following vesting schedule:

               (i)    The first 21,750 Restricted Units shall vest on December
     1, 2000 and the first 87,500 Restricted Unit Appreciation Rights shall vest
     on January 31, 2001;

               (ii)   The next 21,750 Restricted Units and 87,500 Restricted
     Unit Appreciation Rights shall vest on December 1, 2001;

               (iii)  The next 21,750 Restricted Units and 87,500 Restricted
     Unit Appreciation Rights shall vest on December 1, 2002; and

               (iv)   The final 21,750 Restricted Units and 87,500 Restricted
     Unit Appreciation Rights shall vest on December 1, 2003.
<PAGE>

Upon the expiration of the applicable Restriction Period, the Restrictions on
the Restricted Units and Restricted Unit Appreciation Rights shall lapse and
thereafter such Restricted Units and Restricted Unit Appreciation Rights shall
be deemed to be fully vested units (the "Vested Units") and fully vested rights
(the "Vested Rights"). Certificates for the Restricted Units shall be issued
upon the execution of this Agreement to the trustee ("Trustee") of a trust for
the benefit of the Grantee substantially in the form of Exhibit A hereto, which
provides, among other things that Restricted Units shall not be delivered to the
Grantee prior to January 1, 2003, or such later date as is provided therein.

     3.   Termination. Subject to Section 12 below, in the event the Grantee
          -----------
ceases to be, for any reason (except termination for Cause), an employee during
the Restriction Period, all Restricted Units and Restricted Unit Appreciation
Rights that have not previously vested shall be immediately vested.

     4.   Distributions on Restricted Units. Distributions on the Restricted
          ---------------------------------
Units shall accrue (to the extent declared) from June 30, 2000 and shall be
payable to the Trustee.

     5.   Rights as Unitholder. Except as provided for in Section 4 above,
          --------------------
neither the Trustee nor the Grantee shall have any rights as a unitholder with
respect to any Restricted Units until such Restricted Units shall have vested in
accordance with Section 2 above.

     6.   Payment on Account of Vested Rights.  The Grantee shall be entitled to
          -----------------------------------
receive a payment in cash (the "Cash Award") in respect of each Vested Right
equal to the excess of the Fair Market Value (defined below) of a Senior
             ------
Subordinated Unit on the Vesting Date over $8 5/8; provided, however, at any
                                      ----
time before the first day of the year in which a Restricted Right becomes
vested, the Grantee shall have the right (the "Payment Deferral") to defer
payment by written notice to the Partnership to any date (the "Deferred Date")
no more than ten years after such right becomes vested, in which event the cash
payment shall be deferred until the Deferred Date and the cash payment shall be
based upon the value of a Senior Subordinated Unit on the Deferred Date (rather
than the Vesting Date).  If the Grantee has elected a Deferred Date, he may from
time to time, but prior to the calendar year of the then effective Deferred Date
elect a later Deferred Date.  Payments shall be made no later than 30 days after
due.  No payments shall be made on Restricted Unit Appreciation Rights that are
forfeited.

     7.   Tax Withholding. Prior to the distribution or payment of any Vested
          ---------------
Units or Vested Rights award (the "Award"), the Grantee must pay, or make
arrangements acceptable to the Partnership for the payment of, any and all
federal, state and local tax withholdings that in the opinion of the Partnership
is required by law. The Partnership shall have the right to deduct applicable
taxes from any Award payment and withhold, at the time of delivery or vesting of
Restricted Units, an appropriate number of Units for payment of taxes required
by law or to take such other action as may be necessary in the opinion of the
Partnership to satisfy all obligations for withholding of such taxes.

     8.   Securities Regulation. The Vested Units shall not be issued to the
          ---------------------
trust unless the issuance and delivery of such Vested Units shall comply with
all relevant provisions of law, including, without limitation, any applicable
state securities laws, the Securities Act of 1933, as amended, the Securities
Exchange Act of 1934 (the "Exchange Act") the rules and regulations

                                       2
<PAGE>

thereunder and the requirements of any stock exchange or quotation system upon
which the Vested Units may then be listed or quoted, and such issuance shall be
further subject to the approval of counsel for the Partnership with respect to
such compliance, including the availability of an exemption from registration
for the issuance of such Vested Units.

     9.   Adjustments. In the event of any change in the Senior Subordinated
          -----------
Units by reason of a unit split, unit distribution, combination or
reclassification of units, recapitalization, merger, or similar event, the
Partnership shall adjust proportionately the number of Restricted or Vested
Rights issuable pursuant to this Agreement and the Fair Market Value and other
price determinations for such Rights.

     10.  Invalid Transfers. In the event of any attempt by the Grantee to
          -----------------
transfer, assign, pledge, hypothecate or otherwise dispose of any Restricted
Units or Restricted Unit Appreciation Rights or of any right hereunder, except
as provided for herein, or in the event of the levy or any attachment, execution
or similar process upon the rights or interest hereby conferred, the Partnership
may terminate this Grant by notice to the Grantee and it shall thereupon become
null and void.

     11.  Notices.  Any notice to the Partnership provided for in this Agreement
          -------
shall be addressed to the Partnership in care of its Chief Financial Officer,
2187 Atlantic Street, Stamford, Connecticut 06902 and any notice to the Grantee
shall be addressed to him at his address now on file with the Partnership, or to
such other address as either may last have designated to the other by notice as
provided herein. Any notice so addressed shall be deemed to be given on the
second business day after mailing, by registered or certified mail, at a post
office or branch post office within the United States.

     12.  Vesting Upon the Occurrence of Certain Events. If (i) a plan of
          ---------------------------------------------
complete dissolution of the Partnership is adopted or the unitholders of the
Partnership approve an agreement for the sale or disposition by the Partnership
(in one transaction or a series of transactions) of all or substantially all of
the Partnership's assets, or (ii) if Grantee's employment is terminated either
by the Grantee or the Partnership for any reason or no reason other than for
Cause, then upon such adoption, approval or termination (each such event is
referred to as a "Major Event") all Restrictions shall lapse and all Restricted
Units and Restricted Unit Appreciation Rights shall vest immediately and Grantee
or his legal representative shall have the right, exercisable for thirty days
after the date (the "Closing Date") of a Major Event, to revoke any Payment
Deferral previously made by Grantee in which case the Cash Award with respect to
the Vested Rights shall be due and payable as of the Closing Date.

     13.  Status as General Unsecured Creditor. The Grantee under this Agreement
          ------------------------------------
has the status of a general unsecured creditor of the Partnership, and this
Agreement constitutes a mere promise of the Partnership to make payments in the
future. It is the intention of the parties to this Agreement that any units or
rights held for the grantee, in trust or otherwise, will be considered an
unfunded arrangement for tax purposes.

     14.  Governing Law. The validity, construction and effect of this Agreement
          -------------
shall be determined in accordance with the laws of the State of Delaware.

                                       3
<PAGE>

     15.  Definitions. As used in this Agreement, the following terms shall have
          -----------
the meanings set forth below:

          (a)  "Affiliate" shall mean and any direct or indirect subsidiary of
the Partnership, including without limitation Star Gas Propane, L.P., a Delaware
limited partnership and Petroleum Heat and Power Co., Inc., a Minnesota
corporation.

          (b)  "Cause" shall mean (i) Grantee's conviction of a felony crime
occurring on or after the execution of this Agreement, or (ii) Grantee's
commission of an act of fraud, dishonesty, misappropriation or embezzlement
involving the Partnership.

          (c)  "Change of Control" shall mean (i) if the present members of Star
no longer have the right to elect a majority of the Board of Directors of Star
or any successor entity or (ii) if Star or such successor entity is no longer
the general partner of the Partnership.

          (d)  "Fair Market Value" shall mean, at any specified time, with
respect to a Senior Subordinate Unit, if the Senior Subordinated Units are
traded on an exchange, the closing price of a Senior Subordinated Unit or, if
applicable, the mean of its closing bid and asked prices on the date of
determination. If the exchange on which the Senior Subordinated Units are
required to be valued is closed, or if the Senior Subordinated Units did not
trade on such exchange on the date of determination, the Senior Subordinated
Units shall be valued as if the date of determination were the last previous
date on which such exchange was open, or on which the Senior Subordinated Units
traded on such exchange. For this purpose, an "exchange" shall mean the exchange
on which the Senior Subordinated Units were traded in the greatest volume in the
calendar quarter prior to the date of determination and shall include normal
securities trading markets which do not meet the normal requirements for
exchanges, including, for example, the quotation system of the National
Association of Securities Dealers customarily known as Nasdaq or any recognized
over-the-counter market or system maintained in the United States or any foreign
country on which transactions in Senior Subordinated Units are normally
effected. In the absence of a readily ascertainable closing price or bid and
asked price, or in the absence of a formal exchange or trading market with
respect to the Senior Subordinated Units, the market value of a Unit shall mean
its market value as determined by the Partnership on a basis consistently
applied.

                                    STAR GAS PARTNERS, L.P.

                                    By:  Star Gas LLC
                                         (General Partner)

                                    By: _________________________________
                                         Name:
                                         Title:

ACCEPTED AND AGREED


________________________________
Grantee

                                       4
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-23.1
<SEQUENCE>5
<FILENAME>0005.txt
<DESCRIPTION>CONSENT OF KPMG LLP
<TEXT>

<PAGE>

                                                                    Exhibit 23.1


                        CONSENT OF INDEPENDENT AUDITORS



The Board of Directors
Star Gas Partners, L.P.

We consent to incorporation by reference in the registration statement filed on
Form S-8 of Star Gas Partners, L.P. of our report dated November 30, 1999,
relating to the consolidated balance sheets of Star Gas Partners, L.P. and
subsidiary as of September 30, 1998 and 1999, and the related consolidated
statements of operations, partners' capital and cash flows for each of the years
in the three-year period ended September 30, 1999 and related schedule, which
report appears in the September 30, 1999 annual report on Form 10-K of Star Gas
Partners, L.P.



Stamford, Connecticut
September 26, 2000
</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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