As filed with the Securities and Exchange Commission
                            on November 21, 1997

                                           Registration No. 333-         

                     SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C. 20549

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

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

             Delaware                                    77-0439862 
   (State or other jurisdiction of                   (I.R.S. employer 
   incorporation or organization)                    identification no.)

                             432 Westridge Drive
                       Watsonville, California  95076
        (Address of principal executive offices, including zip code)

                     CORNERSTONE PROPANE PARTNERS, L.P.
                             UNIT PURCHASE PLAN
                            (Full Title of Plan)

                              Ronald J. Goedde
                     Cornerstone Propane Partners, L.P.
                             432 Westridge Drive
                        Watsonville, California 95076
                   (Name and address of agent for service)

                               (408) 724-1921
        (Telephone number, including area code, of agent for service)

                               With a copy to:

                            Linda Jeffries Wight
                            Schiff Hardin & Waite
                              7200 Sears Tower
                           Chicago, Illinois 60606
                               (312) 258-5619
                           -----------------------


<PAGE>

                       CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
                                                                 Proposed           Proposed
                                                                 maximum             maximum
                                              Amount             offering           aggregate
             Title of securities               to be             price per           offering            Amount of
              to be registered              registered             share              price           registration fee
             -------------------            ----------           ---------          ---------         ----------------
       <S>                                    <C>                <C>               <C>                  <C>
       Common Units                           250,000            $23.22(1)         $5,805,000(1)        $1,760(1)

       Interests in the Plan                    (2)                 (2)                 (2)                    (2)

</TABLE>

   (1)  Calculated in accordance with Rule 457(c) on the basis of the
        average of the high and low sale prices of the Common Units on
        November 17, 1997, as reported on the New York Stock Exchange
        composite tape.

   (2)  There are hereby registered any and all interests in the Plan
        that may be offered or sold under the Plan.  No separate purchase
        price is payable for such interests and, therefore, no additional
        registration fee is payable for the registration of such
        interests.


<PAGE>

                                   PART II
             INFORMATION REQUIRED IN THE REGISTRATION STATEMENT


   ITEM 3.   INCORPORATION OF DOCUMENTS BY REFERENCE.

        The following documents filed by Cornerstone Propane Partners,
   L.P. (the "Registrant") are hereby incorporated by reference:

             (a)  The Registrant's Annual Report on
                  Form 10-K for the fiscal year ended
                  June 30, 1997;

             (b)  The Registrant's Quarterly Report on
                  Form 10-Q for the quarter ended
                  September 30, 1997; and

             (c)  The description of the Registrant's
                  Common Units contained in the
                  Registrant's Registration Statement on
                  Form 8-A under the Securities and
                  Exchange Act of 1934, as amended (the
                  "Exchange Act") dated November 25, 1996.

        All documents subsequently filed by the Registrant pursuant to
   Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, 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
   herein and to be a part hereto from the date of filing of such
   documents.

   ITEM 4.   DESCRIPTION OF SECURITIES.

        Not applicable.

   ITEM 5.   INTERESTS OF NAMED EXPERTS AND COUNSEL.

        The legality of the Common Units to be issued pursuant to the
   Cornerstone Propane Partners, L.P. Unit Purchase Plan has been passed
   upon for the Registrant by Schiff Hardin & Waite, 7200 Sears Tower,
   Chicago, Illinois 60606.

   ITEM 6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS.

        The Amended and Restated Agreement of Limited Partnership of the
   Registrant dated as of December 17, 1996 (the "Partnership Agreement")
   provides that the Registrant will indemnify Cornerstone Propane GP,
   Inc. and SYN Inc. (the "General Partners"), and any person who is or
   was an affiliate of a General Partner, any person who is or was a
   member, partner, officer, director, employee, agent or trustee of a


                                   - 1 -


<PAGE>


   General Partner, or any affiliate of a General Partner, or any person
   who is or was serving at the request of a General Partner, or any
   affiliate of any such person, any affiliate of a General Partner as an
   officer, director, employee, member, partner, agent, fiduciary or
   trustee of another person ("Indemnitees"), to the fullest extent
   permitted by law, from and against any and all losses, claims,
   damages, liabilities (joint or several), expenses (including, without
   limitation, legal fees and expenses), judgments, fines, penalties,
   interest, settlements and other amounts arising from any and all
   claims, demands, actions, suits or proceedings, whether civil,
   criminal, administrative or investigative, in which any Indemnitee may
   be involved, or is threatened to be involved, as a party or otherwise,
   by reason of its status as an Indemnitee; provided that in each case
   the Indemnitee acted in good faith and in a manner that such
   Indemnitee reasonably 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.  Any indemnification under these provisions will be only out
   of the assets of the Registrant, and the General Partners shall not be
   personally liable for, or have any obligation to contribute or loan
   funds or assets to the Registrant to enable it to effectuate, such
   indemnification.  The Registrant is authorized to purchase (or to
   reimburse the General Partners or their affiliates for the cost of)
   insurance against liabilities asserted against and expenses incurred
   by such persons in connection with the Registrant's activities,
   regardless or whether the Registrant would have the power to indemnify
   such person against such liabilities under the provisions described
   above.

        Subject to any terms, conditions or restrictions set forth in the
   Partnership Agreement, Section 17-108 of the Delaware Revised Limited
   Partnership Act empowers a Delaware limited partnership to indemnify
   and hold harmless any partner or other person from and against all
   claims and demands whatsoever.

   ITEM 7.   EXEMPTION FROM REGISTRATION CLAIMED.

        Not applicable.

   ITEM 8.   EXHIBITS.

        The Exhibits filed herewith are set forth on the Index to
   Exhibits filed as part of this Registration Statement on page 6
   hereof.

   ITEM 9.   UNDERTAKINGS.

        The undersigned Registrant hereby undertakes:

        (1)  To file, during any period in which offers or sales are
   being made, a post-effective amendment to this registration statement:


                                   - 2 -


<PAGE>


             (i)  To include any prospectus required by Section 10(a)(3)
        of the Securities Act of 1933;

             (ii) To reflect in the prospectus any facts or events
        arising after the effective date of the registration statement
        (or the most recent post-effective amendment thereof) which,
        individually or in the aggregate, represent a fundamental change
        in the information set forth in the registration statement; and

             (iii)   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;

   PROVIDED, HOWEVER, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
   apply if the information required to be included in a post-effective
   amendment by those paragraphs is contained in periodic reports filed
   by the Registrant pursuant to Section 13 or 15(d) of the Securities
   Exchange Act of 1934 that are incorporated by reference in the
   registration statement.

        (2)  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.

        (3)  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.

        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 each filing
   of the 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.

        Insofar as indemnification for liabilities arising under the
   Securities Act of 1933 may be permitted to directors, officers and
   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


                                   - 3 -


<PAGE>


   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, 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 the requirements for 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 Watsonville,
   State of California, on this 17th day of November, 1997.

                                 CORNERSTONE PROPANE PARTNERS, L.P.

                                 By:  CORNERSTONE PROPANE GP, INC.
                                      AS GENERAL PARTNER


                                 By:  /s/ Keith G. Baxter
                                      ----------------------------------
                                          Keith G. Baxter
                                          President and Chief
                                          Executive Officer


        Pursuant to the requirements of the Securities Act of 1933, 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/ Merle D. Lewis                         Chairman of the Board and                          November 17, 1997
     ----------------------------------         Director of Cornerstone Propane
         Merle D. Lewis                         GP, Inc.



     /s/ Richard R. Hylland                     Vice Chairman of the Board and                     November 17, 1997
     ----------------------------------         Director of Cornerstone Propane
         Richard R. Hylland                     GP, Inc.



     /s/ Keith G. Baxter                        President, Chief Executive Officer                 November 17, 1997
     ----------------------------------         and Director of Cornerstone Propane
         Keith G. Baxter                        GP, Inc. (Principal Executive Officer)







                                   - 5 -


<PAGE>


              Signature                                      Title                                       Date
              ---------                                      -----                                       ----


     /s/ Ronald J. Goedde                       Executive Vice President and Chief                 November 17, 1997
     ----------------------------------         Financial Officer of Cornerstone
         Ronald J. Goedde                       Propane GP, Inc. (Principal Financial
                                                and Accounting Officer)

     /s/ Daniel K. Newell                       Director of Cornerstone Propane GP, Inc.           November 17, 1997
     ----------------------------------
         Daniel K. Newell



     /s/ Paul Christen                          Director of Cornerstone Propane GP, Inc.           November 17, 1997
     ----------------------------------
         Paul Christen



     /s/ Kurt Katz                              Director of Cornerstone Propane GP, Inc.           November 17, 1997
     ----------------------------------
         Kurt Katz


</TABLE>


























                                   - 6 -



<PAGE>


                              INDEX TO EXHIBITS


   EXHIBIT
    INDEX  

       5               Opinion of Schiff Hardin & Waite

     23.1              Consent of Arthur Andersen LLP

     23.2              Consent of Baird, Kurtz & Dobson

     23.3              Consent of Price Waterhouse LLP

     23.4              Consent of Schiff Hardin & Waite (contained in
                       their opinion filed as Exhibit 5)





































                                   - 7 -
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 16318}]
{"company-data": {"conformed-name": "CORNERSTONE PROPANE PARTNERS LP", "cik": "0001024338", "assigned-sic": "5990", "state-of-incorporation": "DE", "fiscal-year-end": "0630"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-40815", "film-number": "97726630"}, "business-address": {"street1": "432 WESTRIDGE DR", "city": "WATSONVILLE", "state": "CA", "zip": "95076", "phone": "4087241921"}, "mail-address": {"street1": "432 WESTRIDGE DRIVE", "street2": "432 WESTRIDGE DRIVE", "city": "WATSONVILLE", "state": "CA", "zip": "95076"}}
As filed with the Securities and Exchange Commission
                            on November 21, 1997

                                           Registration No. 333-         

                     SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C. 20549

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

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

             Delaware                                    77-0439862 
   (State or other jurisdiction of                   (I.R.S. employer 
   incorporation or organization)                    identification no.)

                             432 Westridge Drive
                       Watsonville, California  95076
        (Address of principal executive offices, including zip code)

                     CORNERSTONE PROPANE PARTNERS, L.P.
                             UNIT PURCHASE PLAN
                            (Full Title of Plan)

                              Ronald J. Goedde
                     Cornerstone Propane Partners, L.P.
                             432 Westridge Drive
                        Watsonville, California 95076
                   (Name and address of agent for service)

                               (408) 724-1921
        (Telephone number, including area code, of agent for service)

                               With a copy to:

                            Linda Jeffries Wight
                            Schiff Hardin & Waite
                              7200 Sears Tower
                           Chicago, Illinois 60606
                               (312) 258-5619
                           -----------------------
CALCULATION OF REGISTRATION FEE
Proposed           Proposed
                                                                 maximum             maximum
                                              Amount             offering           aggregate
             Title of securities               to be             price per           offering            Amount of
              to be registered              registered             share              price           registration fee
             -------------------            ----------           ---------          ---------         ----------------
Common Units                           250,000            $23.22(1)         $5,805,000(1)        $1,760(1)

       Interests in the Plan                    (2)                 (2)                 (2)                    (2)
(1)  Calculated in accordance with Rule 457(c) on the basis of the
        average of the high and low sale prices of the Common Units on
        November 17, 1997, as reported on the New York Stock Exchange
        composite tape.

   (2)  There are hereby registered any and all interests in the Plan
        that may be offered or sold under the Plan.  No separate purchase
        price is payable for such interests and, therefore, no additional
        registration fee is payable for the registration of such
        interests.
PART II
             INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

   ITEM 3.   INCORPORATION OF DOCUMENTS BY REFERENCE.

        The following documents filed by Cornerstone Propane Partners,
   L.P. (the "Registrant") are hereby incorporated by reference:

             (a)  The Registrant's Annual Report on
                  Form 10-K for the fiscal year ended
                  June 30, 1997;

             (b)  The Registrant's Quarterly Report on
                  Form 10-Q for the quarter ended
                  September 30, 1997; and

             (c)  The description of the Registrant's
                  Common Units contained in the
                  Registrant's Registration Statement on
                  Form 8-A under the Securities and
                  Exchange Act of 1934, as amended (the
                  "Exchange Act") dated November 25, 1996.

        All documents subsequently filed by the Registrant pursuant to
   Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, 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
   herein and to be a part hereto from the date of filing of such
   documents.

   ITEM 4.   DESCRIPTION OF SECURITIES.

        Not applicable.

   ITEM 5.   INTERESTS OF NAMED EXPERTS AND COUNSEL.

        The legality of the Common Units to be issued pursuant to the
   Cornerstone Propane Partners, L.P. Unit Purchase Plan has been passed
   upon for the Registrant by Schiff Hardin & Waite, 7200 Sears Tower,
   Chicago, Illinois 60606.

   ITEM 6.   INDEMNIFICATION OF DIRECTORS AND OFFICERS.

        The Amended and Restated Agreement of Limited Partnership of the
   Registrant dated as of December 17, 1996 (the "Partnership Agreement")
   provides that the Registrant will indemnify Cornerstone Propane GP,
   Inc. and SYN Inc. (the "General Partners"), and any person who is or
   was an affiliate of a General Partner, any person who is or was a
   member, partner, officer, director, employee, agent or trustee of a

                                   - 1 -
General Partner, or any affiliate of a General Partner, or any person
   who is or was serving at the request of a General Partner, or any
   affiliate of any such person, any affiliate of a General Partner as an
   officer, director, employee, member, partner, agent, fiduciary or
   trustee of another person ("Indemnitees"), to the fullest extent
   permitted by law, from and against any and all losses, claims,
   damages, liabilities (joint or several), expenses (including, without
   limitation, legal fees and expenses), judgments, fines, penalties,
   interest, settlements and other amounts arising from any and all
   claims, demands, actions, suits or proceedings, whether civil,
   criminal, administrative or investigative, in which any Indemnitee may
   be involved, or is threatened to be involved, as a party or otherwise,
   by reason of its status as an Indemnitee; provided that in each case
   the Indemnitee acted in good faith and in a manner that such
   Indemnitee reasonably 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.  Any indemnification under these provisions will be only out
   of the assets of the Registrant, and the General Partners shall not be
   personally liable for, or have any obligation to contribute or loan
   funds or assets to the Registrant to enable it to effectuate, such
   indemnification.  The Registrant is authorized to purchase (or to
   reimburse the General Partners or their affiliates for the cost of)
   insurance against liabilities asserted against and expenses incurred
   by such persons in connection with the Registrant's activities,
   regardless or whether the Registrant would have the power to indemnify
   such person against such liabilities under the provisions described
   above.

        Subject to any terms, conditions or restrictions set forth in the
   Partnership Agreement, Section 17-108 of the Delaware Revised Limited
   Partnership Act empowers a Delaware limited partnership to indemnify
   and hold harmless any partner or other person from and against all
   claims and demands whatsoever.

   ITEM 7.   EXEMPTION FROM REGISTRATION CLAIMED.

        Not applicable.

   ITEM 8.   EXHIBITS.

        The Exhibits filed herewith are set forth on the Index to
   Exhibits filed as part of this Registration Statement on page 6
   hereof.

   ITEM 9.   UNDERTAKINGS.

        The undersigned Registrant hereby undertakes:

        (1)  To file, during any period in which offers or sales are
   being made, a post-effective amendment to this registration statement:

                                   - 2 -
(i)  To include any prospectus required by Section 10(a)(3)
        of the Securities Act of 1933;

             (ii) To reflect in the prospectus any facts or events
        arising after the effective date of the registration statement
        (or the most recent post-effective amendment thereof) which,
        individually or in the aggregate, represent a fundamental change
        in the information set forth in the registration statement; and

             (iii)   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;

   PROVIDED, HOWEVER, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
   apply if the information required to be included in a post-effective
   amendment by those paragraphs is contained in periodic reports filed
   by the Registrant pursuant to Section 13 or 15(d) of the Securities
   Exchange Act of 1934 that are incorporated by reference in the
   registration statement.

        (2)  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.

        (3)  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.

        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 each filing
   of the 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.

        Insofar as indemnification for liabilities arising under the
   Securities Act of 1933 may be permitted to directors, officers and
   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

                                   - 3 -
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, 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 -
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 the requirements for 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 Watsonville,
   State of California, on this 17th day of November, 1997.

                                 CORNERSTONE PROPANE PARTNERS, L.P.

                                 By:  CORNERSTONE PROPANE GP, INC.
                                      AS GENERAL PARTNER

                                 By:  /s/ Keith G. Baxter
                                      ----------------------------------
                                          Keith G. Baxter
                                          President and Chief
                                          Executive Officer

        Pursuant to the requirements of the Securities Act of 1933, this
   registration statement has been signed by the following persons in the
   capacities and on the dates indicated.
Signature                                    Title                                        Date
              ---------                                    -----                                        ----
/s/ Merle D. Lewis                         Chairman of the Board and                          November 17, 1997
     ----------------------------------         Director of Cornerstone Propane
         Merle D. Lewis                         GP, Inc.

     /s/ Richard R. Hylland                     Vice Chairman of the Board and                     November 17, 1997
     ----------------------------------         Director of Cornerstone Propane
         Richard R. Hylland                     GP, Inc.

     /s/ Keith G. Baxter                        President, Chief Executive Officer                 November 17, 1997
     ----------------------------------         and Director of Cornerstone Propane
         Keith G. Baxter                        GP, Inc. (Principal Executive Officer)

                                   - 5 -
Signature                                      Title                                       Date
              ---------                                      -----                                       ----

     /s/ Ronald J. Goedde                       Executive Vice President and Chief                 November 17, 1997
     ----------------------------------         Financial Officer of Cornerstone
         Ronald J. Goedde                       Propane GP, Inc. (Principal Financial
                                                and Accounting Officer)

     /s/ Daniel K. Newell                       Director of Cornerstone Propane GP, Inc.           November 17, 1997
     ----------------------------------
         Daniel K. Newell

     /s/ Paul Christen                          Director of Cornerstone Propane GP, Inc.           November 17, 1997
     ----------------------------------
         Paul Christen

     /s/ Kurt Katz                              Director of Cornerstone Propane GP, Inc.           November 17, 1997
     ----------------------------------
         Kurt Katz
- 6 -
INDEX TO EXHIBITS

   EXHIBIT
    INDEX  

       5               Opinion of Schiff Hardin & Waite

     23.1              Consent of Arthur Andersen LLP

     23.2              Consent of Baird, Kurtz & Dobson

     23.3              Consent of Price Waterhouse LLP

     23.4              Consent of Schiff Hardin & Waite (contained in
                       their opinion filed as Exhibit 5)

                                   - 7 -