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) December 1, 2004

Commission File Number: 1-14222

SUBURBAN PROPANE PARTNERS, L.P.
(Exact name of registrant as specified in its charter)


Delaware 22-3410353
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)

240 Route 10 West
Whippany, New Jersey 07981
(973) 887-5300

(Address, including zip code, and telephone number, including
area code, of registrant's principal executive offices)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:


 
[ ]  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
[ ]  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
[ ]  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
(17 CFR 240.14d-2(b))
 
[ ]  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act
(17 CFR 240.13e-4(c))


ITEM 2.02.    RESULTS OF OPERATIONS AND FINANCIAL CONDITION

The following information, including the exhibit attached hereto, shall not be deemed "filed" for purposes of Section 18 of the Securities Act of 1934, as amended (the "Exchange Act"), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference in such a filing.

On December 1, 2004, Suburban Propane Partners, L.P. (the "Partnership") issued a press release (the "Press Release") announcing an adjustment to our previously released Fiscal 2004 Fourth Quarter and Year End Financial Results to reflect a non-cash pension charge. A copy of the Press Release has been furnished as Exhibit 99.1 to this Current Report.

ITEM 9.01.    FINANCIAL STATEMENTS AND EXHIBITS

(c) Exhibits.


99.1 Press Release of Suburban Propane Partners, L.P. dated December 1, 2004, announcing an adjustment to fiscal 2004 earnings to reflect a non-cash pension charge.


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.

December 1, 2004  SUBURBAN PROPANE PARTNERS, L.P.

By: /s/ Janice G. Sokol
Name: Janice G. Sokol
Title: Vice President, General Counsel
  and Secretary


EXHIBITS


Exhibit No. Exhibit
  99.1   Press Release of Suburban Propane Partners, L.P. dated December 1, 2004, announcing an adjustment to fiscal 2004 earnings to reflect a non-cash pension charge.