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) January 29, 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.)

================================================================================

ITEM 7.  FINANCIAL STATEMENTS AND EXHIBITS

Exhibit 99.1   A copy of the Star Gas Partners, L.P. Press Release dated January
               29, 2004

ITEM 9.    REGULATION FD DISCLOSURE
ITEM 12.   RESULTS OF OPERATIONS AND FINANCIAL CONDITION

On January 29, 2004, Star Gas Partners, L.P., a Delaware partnership (the
"Partnership"), issued a press release describing its financial results for its
fiscal first quarter ended December 31, 2003. 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:   January 29, 2004