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Proc-Type: 2001,MIC-CLEAR
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<SEC-DOCUMENT>0001157523-04-002322.txt : 20040315
<SEC-HEADER>0001157523-04-002322.hdr.sgml : 20040315
<ACCEPTANCE-DATETIME>20040315062027
ACCESSION NUMBER:		0001157523-04-002322
CONFORMED SUBMISSION TYPE:	8-K
PUBLIC DOCUMENT COUNT:		2
CONFORMED PERIOD OF REPORT:	20040315
ITEM INFORMATION:		Regulation FD Disclosure
FILED AS OF DATE:		20040315

FILER:

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

	FILING VALUES:
		FORM TYPE:		8-K
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	001-14129
		FILM NUMBER:		04667610

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

	MAIL ADDRESS:	
		STREET 1:		2187 ATLANTIC STREET
		CITY:			STAMFORD
		STATE:			CT
		ZIP:			06902
</SEC-HEADER>
<DOCUMENT>
<TYPE>8-K
<SEQUENCE>1
<FILENAME>a4593366.txt
<DESCRIPTION>STAR GAS 8-K
<TEXT>
                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT

     Pursuant to Section 13 or 15(d) of The Securities Exchange Act of 1934

         Date of report (Date of earliest event reported) March 15, 2004

                             STAR GAS PARTNERS, L.P.

             (Exact name of registrant as specified in its charter)

          Delaware                     33-98490                 06-1437793

(State or other jurisdiction   (Commission File Number)        (IRS Employer
      of incorporation)                                     Identification No.)

                 2187 Atlantic Street, Stamford, CT                 06902

        (Address of principal executive offices)                 (Zip Code)

        Registrant's telephone number, including area code (203) 328-7300
                                                           --------------

                                 Not Applicable
                         ---------------------------
         (Former name or former address, if changed since last report.)

- --------------------------------------------------------------------------------

Exhibit 99.1  A copy of the Star Gas Partners, L.P. Press Release dated March
15, 2004

ITEM 9.     REGULATION FD DISCLOSURE

On March 15, 2004, Star Gas Partners, L.P., a Delaware partnership (the
"Partnership"), issued a press release announcing it had reached an agreement to
sell the stock and business of Total Gas & Electric ("TG&E") in an all-cash
transaction to a private party. A copy of the Partnership's press release has
been furnished as Exhibit 99.1 to this Current Report on Form 8-K.

The information in this report shall not be treated as "filed" for purposes of
the Securities Exchange Act of 1934, as amended.

                                   SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.

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


                                           By:    /s/  James Bottiglieri
                                              ----------------------------------
                                           Name: James Bottiglieri
                                           Title:   Vice President
                                           Date:   March 15, 2004

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.1
<SEQUENCE>3
<FILENAME>a4593366ex99.txt
<DESCRIPTION>EXHIBIT 99.1 PRESS RELEASE
<TEXT>
                                                                   Exhibit 99.1

Star Gas Partners, L.P. Announces Sale of Total Gas & Electric

    STAMFORD, Conn.--(BUSINESS WIRE)--March 15, 2004--Star Gas
Partners, L.P. (the "Partnership" or "Star") (NYSE: SGU, SGH), a
diversified home energy distributor and services provider specializing
in heating oil and propane, announced today that it has reached
agreement to sell the stock and business of Total Gas & Electric
("TG&E") in an all-cash transaction to a private party. Execution of
the agreement will be effective as of the end of Star's fiscal second
quarter, March 31, 2004; the Partnership does not anticipate recording
a significant gain or loss in relation to this matter. Additional
terms were not disclosed. Star was advised by CENATAR Advisory Group
and BOVARO Partners on this transaction.
    Star Gas Partners is the nation's largest retail distributor of
home heating oil and the nation's seventh largest retail propane
distributor. Additional information is available at www.star-gas.com.
    This news announcement contains certain forward-looking
information that is subject to certain risks and uncertainties as
indicated from time to time in the Partnership's 10-K, 10-Q, 8-K and
other filings with the Securities and Exchange Commission. Included
risks and uncertainties are the effects of the weather on the
Partnership's financial results, competitive and propane and heating
oil pricing pressures and other factors impacting the propane, home
heating oil, natural gas and electricity distribution industries.

    CONTACT: Star Gas Partners, L.P.
             Richard F. Ambury, Treasurer, 203-328-7300
              or
             Jaffoni & Collins Incorporated
             Robert L. Rinderman or Purdy Tran, 212-835-8500
             SGU@jcir.com

</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
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