AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION
                       ON AUGUST 15, 1996
                                            REGISTRATION NO. 33
  -------------------------------------------------------------
               SECURITIES AND EXCHANGE COMMISSION
                     WASHINGTON, D.C.  20549
               ----------------------------------
                            FORM S-8
                     REGISTRATION STATEMENT
                              UNDER
                   THE SECURITIES ACT OF 1933
               ----------------------------------
                                
                 SUBURBAN PROPANE PARTNERS, L.P.
     (Exact name of registrant as specified in its charter)
                                
           DELAWARE                               22-3410353
(State or other jurisdiction of                 (I.R.S. Employer
incorporation or organization)               Identification Number)
                                
                       ONE SUBURBAN PLAZA
                        240 ROUTE 10 WEST
                WHIPPANY, NEW JERSEY  07981-0206
                (Address, including zip code, of
            registrant's principal executive offices)
                                
    SUBURBAN PROPANE PARTNERS, L.P. 1996 RESTRICTED UNIT PLAN
                    (Full title of the plan)
                         KEVIN T. McIVER
                         GENERAL COUNSEL
                 SUBURBAN PROPANE PARTNERS, L.P.
                        240 ROUTE 10 WEST
                WHIPPANY, NEW JERSEY  07981-0206
             (Name and address of agent for service)
                         (201) 503-9057
  (Telephone number, including area code, of agent for service)
              ------------------------------------
                 CALCULATION OF REGISTRATION FEE
                                
===============================================================
=
TITLE OF            AMOUNT         PROPOSED
 SECURITIES          TO BE         MAXIMUM
TO BE REGISTERED    REGISTERED     OFFERING
                                   PRICE
                                   PER UNIT(1)
- ---------------------------------------------------------------
- -
Common Units        731,707        $19.875
                    Common
                    Units
===============================================================
=
===============================================================
=
PROPOSED MAXIMUM              AMOUNT OF
AGGREGATE OFFERING            REGISTRATION
PRICE(1)                      FEE(1)
- ---------------------------------------------------------------
- -
$14,542,676                   $5,015
===============================================================
==

(1)Estimated solely for the purpose of determining the
   registration fee pursuant to Rule 457(h) on the basis of the
   average of the high and low sales prices for the Common
   Units reported by the New York Stock Exchange on August 12,
   1996.
                             PART II
                                
                      INFORMATION REQUIRED
                  IN THE REGISTRATION STATEMENT
                                
ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE
                                
          The following documents which have been filed by
Suburban Propane Partners, L.P. (the "Partnership") with the
Securities and Exchange Commission (the "Commission") are
incorporated by reference in this Registration Statement:

          (a)  The Prospectus, dated February 29, 1996, filed
with the Commission pursuant to Rule 424(b) under the
Securities Act of 1933, as amended (the "Securities Act"), and
included in the Partnership's Registration Statement on Form S-
1 (Registration No. 33-80605) (the "Form S-1");

          (b)  The Partnership's Quarterly Report on Form 10-Q
for the Fiscal Quarter ended March 30, 1996.

          (c)  The Partnership's Current Report on Form 8-K
filed with the Commission on April 29, 1996.

          (d)  The Partnership's Quarterly Report on Form 10-Q
for the Fiscal Quarter ended June 29,1996.

          (e)  The description of the Common Units of the
Partnership contained in the Registration Statement on Form 8-A
filed with the Commission on February 22, 1996, and including
any amendment or report filed for the purpose of updating such
description.

          All documents filed subsequent to the date hereof by
the Partnership with the Commission pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), prior to the filing of a post-
effective amendment which indicates that all securities offered
hereby have been sold or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated by
reference herein and made a part hereof from their respective
dates of filing (such documents, and the documents enumerated
above, being hereinafter referred to as "Incorporated
Documents").  Any statement contained herein or in an
Incorporated Document deemed to be incorporated by reference
herein shall be deemed to be modified or superseded for
purposes hereof to the extent that a statement contained herein
or in any other subsequently filed Incorporated Document
modifies or supersedes such statement.  Any such statement so
modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part hereof.

ITEM 4.  DESCRIPTION OF SECURITIES.

          Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS.

          Kevin T. McIver, General Counsel of the Partnership,
has opined as to the validity of the Common Units to be offered
hereunder.  As of August 9, 1996, Mr. McIver owns 1,000 Common
Units and has been granted Time Vesting Rights covering 3,964
Common Units and Performance Vesting Rights covering 11,890
Common Units.


ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

          Subject to such standards and restrictions set forth
in the partnership agreement of the Partnership, 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.

          The Amended and Restated Agreement of Limited
Partnership of the Partnership, dated as of March 4, 1996 (the
"Agreement"), provides that the Partnership will indemnify the
members of the Board of Supervisors, the General Partner and
any Departing Partner (each as defined in the Agreement) and
any person who is or was an affiliate of the General Partner or
any Departing Partner, any person who is or was an officer,
employee, agent or trustee of the Partnership, any person who
is or was an officer, director, employee, agent or trustee of
the General Partner or any Departing Partner or any such
affiliate, any person who is or was serving at the request of
the Board of Supervisors, the General Partner or any Departing
Partner or any affiliate of the General Partner or any
Departing Partner as an officer, director, employee, partner,
agent, fiduciary or trustee of another person (collectively,
"Indemnitees" and individually each an "Indemnitee"), 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 any of the foregoing;
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 Partnership 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
Partnership, and the General Partner shall not be personally
liable for, or have any obligation to contribute or loan funds
or assets to the Partnership to enable it to effectuate, such
indemnification.  The Partnership is authorized to purchase (or
to reimburse the members of the Board of Supervisors, the
General Partner or its affiliates for the cost of) insurance
against liabilities asserted against and expenses incurred by
such persons in connection with the Partnership's activities,
regardless of whether the Partnership would have the power to
indemnify such person against such liabilities under the
provisions described above.  The Partnership carries directors
and officers liability insurance for the aforesaid potential
liabilities.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

          Not applicable.


ITEM 8.  EXHIBITS.

Exhibit No.     Description

4.1             Suburban Propane Partners, L.P. 1996 Restricted
                Unit Plan (incorporated by reference to Exhibit
                10.8 to the Partnership's Registration
                Statement on Form S-1 (Registration
                No. 33-80605)).

4.2             Amended and Restated Agreement of Limited
                Partnership of Suburban Propane Partners, L.P.
                (incorporated by reference to Exhibit 3.1 to
                the Partnership Registration Statement on
                Form S-1 (Registration No. 33-80605)).

4.3             Form of Common Unit Certificate (incorporated
                by reference to Exhibit A to Appendix A in the
                prospectus included in the Partnership's
                Registration Statement on Form S-1
                (Registration No. 33-80605)).

5.1             Opinion of Kevin T. McIver as to the validity
                of the securities being registered.

23.1            Consent of Price Waterhouse, LLP

23.2            Consent of Kevin T. McIver (included in Exhibit
                5.1 to this Registration Statement).

24.1            Power of Attorney (included on the signature
                page of this Registration Statement).

ITEM 9.  UNDERTAKINGS.

          The Partnership hereby undertakes:

          (a)  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.

          (b)  That, for the purpose of determining any
liability under the Securities Act, each post-effective
amendment to this 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.

          (c)  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.

          (d)  That, for purposes of determining any liability
under the Securities Act, each filing of the Partnership's
annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act that is incorporated by reference in this
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 may be permitted to directors,
officers and controlling persons of the Partnership pursuant to
the foregoing provisions, or otherwise, the Partnership has
been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable.  In the event
that a claim for indemnification against such liabilities
(other than the payment by the Partnership of expenses incurred
or paid by a director, officer or controlling person of the
Partnership 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 Partnership 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 Securities Act and will be governed by the
final adjudication of such issue.

                           SIGNATURES
                                
          Pursuant to the requirements of the Securities Act of
1933, the Partnership certifies that it has reasonable grounds
to believe that it meets all of the requirements for filing on
Form S-8 and it has duly caused this Registration Statement to
be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Whippany, State of New Jersey, on
August 9, 1996.
                            SUBURBAN PROPANE PARTNERS, L.P.

                            By:    /s/ Salvator M. Quadrino
                               --------------------------------
                               Name:  Salvatore M. Quadrino
                               Title:  President

          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.
Each person whose signature appears below constitutes and
appoints Mark A. Alexander and Charles T. Hoepper, or either of
them as attorney-in-fact, to sign and file in each capacity
stated below, all amendments and post-effective amendments to
this Registration Statement.


Signature                Title                       Date
- -----------------------------------------------------------------
/s/ Mark A. Alexander    Executive Vice 
- ---------------------    Chairman               August 9, 1996
Mark A. Alexander        (Principal Executive
                         Officer) and Member,
                         Board of Supervisors


/s/ Salvatore M.
Quadrino                 President and Member,  August 9, 1996
- ----------------------   Board of Supervisors
Salvatore M. Quadrino


/s/ Charles T. Hoepper   Vice President and     August 9, 1996
- ----------------------   Chief Financial Officer
Charles T. Hoepper       (Principal Financial
                         Officer and Principal
                         Accounting Officer)


/s/ George H. 
Hempstead, III           Member, Board of       August 9, 1996
- ----------------------   Supervisors
George H. Hempstead, III


/s/ Robert E. Lee        Member, Board of       August 9, 1996
- ----------------------   Supervisors
Robert E. Lee


/s/ John Hoyt Stookey    Member, Board of       August 9, 1996
- ----------------------   Supervisors
John Hoyt Stookey


/s/ Harold R. Logan, Jr. Member, Board of       August 9, 1996
- ----------------------   Supervisors
Harold R. Logan, Jr


/s/ Dudley C. Mecum      Member, Board of       August 9, 1996
- ----------------------   Supervisors
Dudley C. Mecum


                          SUBURBAN PROPANE PARTNERS, L.P.
                                
                                INDEX TO EXHIBITS
                                -----------------


Exhibit No.     Description                  Sequentially
                                             Numbered
                                             Page

4.1             Suburban Propane
               Partners, L.P. 1996
               Restricted Unit Plan
               (incorporated by
               reference to Exhibit 10.8
               to the Partnership's
               Registration Statement on
               Form S-1 (Registration
               No. 33-80605)).

4.2             Amended and Restated
               Agreement of Limited
               Partnership of Suburban
               Propane Partners, L.P.
               (incorporated by
               reference to Exhibit 3.1
               to the Partnership
               Registration Statement on
               Form S-1 (Registration
               No. 33-80605)).

4.3             Form of Common Unit
               Certificate (incorporated
               by reference to Exhibit A
               to Appendix A in the
               prospectus included in
               the Partnership's
               Registration Statement on
               Form S-1 (Registration
               No. 33-80605)).

5.1             Opinion of Kevin T.
               McIver as to the validity
               of the securities being
               registered.                   8

23.1            Consent of Price
               Waterhouse, LLP               10

23.2            Consent of Kevin T.
               McIver (included in
               Exhibit 5.1 to this
               Registration Statement).

24.1            Power of Attorney
               (included on the
               signature page of this
               Registration Statement).





                                                    Exhibit 5.1



                 Suburban Propane Partners, L.P.
                       One Suburban Plaza
                        240 Route 10 West
                   Whippany, New Jersey 07981

August 9, 1996


The Board of Supervisors
Suburban Propane Partners, L.P.
One Suburban Propane Plaza
240 Route 10 West
Whippany, New Jersey  07981


Ladies and Gentlemen:

          I am General Counsel of Suburban Propane Partners,
L.P., a Delaware limited partnership (the "Partnership"), and I
am rendering this opinion in connection with the Partnership's
registration statement on Form S-8 filed pursuant to the
Securities Act of 1933, as amended (the "Registration
Statement"), relating to the Partnership's 1996 Restricted Unit
Plan (the "Plan") pursuant to which the Partnership may issue
up to 731,707 common units of the Partnership (the "Common
Units").

          For purposes of the opinions expressed in this
letter, I have examined, or caused to be examined by
appropriate members of my staff, the Amended and Restated
Agreement of Limited Partnership of the Partnership, records of
the proceedings of the Partnership and such other documents and
records as I have deemed necessary or appropriate as a basis
for such opinions.  In rendering this opinion, I have assumed
that all documents submitted to me as originals are authentic,
that all copies submitted to me conform to the originals
thereof, and that the signatures on all documents examined by
me or members of my Staff are genuine.

          I am a member of the Bar of the State of New York and
do not purport to be expert or give any opinion except as to
matters involving the laws of such State and the Limited
Partnership Law of the State of Delaware.

          Based on the foregoing and having regard to such
legal considerations as I have deemed relevant, I am of the
opinion that the Common Units have been duly authorized and,
upon the issuance thereof in accordance with the terms of the
Plan, will be validly issued, fully paid and nonassessable
Common Units of the Partnership, except as such
nonassessability may be affected by the matters described in
the prospectus, dated February 29, 1996, included in the
Partnership's Registration Statement on Form S-1 (Registration
No. 33-80605) under the caption "The Partnership Agreement -
Limited Liability."

          I hereby consent to the inclusion of this letter as
an exhibit to the Registration Statement and to the reference
to me under the caption "Item 5. Interests of Named Experts."

                                   Very truly yours,
                                   /s/ Kevin T. McIver
                                   ---------------------------
                                   Kevin T. McIver
                                   General Counsel
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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION
                       ON AUGUST 15, 1996
                                            REGISTRATION NO. 33
  -------------------------------------------------------------
               SECURITIES AND EXCHANGE COMMISSION
                     WASHINGTON, D.C.  20549
               ----------------------------------
                            FORM S-8
                     REGISTRATION STATEMENT
                              UNDER
                   THE SECURITIES ACT OF 1933
               ----------------------------------
                                
                 SUBURBAN PROPANE PARTNERS, L.P.
     (Exact name of registrant as specified in its charter)
                                
           DELAWARE                               22-3410353
(State or other jurisdiction of                 (I.R.S. Employer
incorporation or organization)               Identification Number)
                                
                       ONE SUBURBAN PLAZA
                        240 ROUTE 10 WEST
                WHIPPANY, NEW JERSEY  07981-0206
                (Address, including zip code, of
            registrant's principal executive offices)
                                
    SUBURBAN PROPANE PARTNERS, L.P. 1996 RESTRICTED UNIT PLAN
                    (Full title of the plan)
                         KEVIN T. McIVER
                         GENERAL COUNSEL
                 SUBURBAN PROPANE PARTNERS, L.P.
                        240 ROUTE 10 WEST
                WHIPPANY, NEW JERSEY  07981-0206
             (Name and address of agent for service)
                         (201) 503-9057
  (Telephone number, including area code, of agent for service)
              ------------------------------------
                 CALCULATION OF REGISTRATION FEE
                                
===============================================================
=
TITLE OF            AMOUNT         PROPOSED
 SECURITIES          TO BE         MAXIMUM
TO BE REGISTERED    REGISTERED     OFFERING
                                   PRICE
                                   PER UNIT(1)
- ---------------------------------------------------------------
- -
Common Units        731,707        $19.875
                    Common
                    Units
===============================================================
=
===============================================================
=
PROPOSED MAXIMUM              AMOUNT OF
AGGREGATE OFFERING            REGISTRATION
PRICE(1)                      FEE(1)
- ---------------------------------------------------------------
- -
$14,542,676                   $5,015
===============================================================
==

(1)Estimated solely for the purpose of determining the
   registration fee pursuant to Rule 457(h) on the basis of the
   average of the high and low sales prices for the Common
   Units reported by the New York Stock Exchange on August 12,
   1996.
                             PART II
                                
                      INFORMATION REQUIRED
                  IN THE REGISTRATION STATEMENT
                                
ITEM 3.  INCORPORATION OF DOCUMENTS BY REFERENCE
                                
          The following documents which have been filed by
Suburban Propane Partners, L.P. (the "Partnership") with the
Securities and Exchange Commission (the "Commission") are
incorporated by reference in this Registration Statement:

          (a)  The Prospectus, dated February 29, 1996, filed
with the Commission pursuant to Rule 424(b) under the
Securities Act of 1933, as amended (the "Securities Act"), and
included in the Partnership's Registration Statement on Form S-
1 (Registration No. 33-80605) (the "Form S-1");

          (b)  The Partnership's Quarterly Report on Form 10-Q
for the Fiscal Quarter ended March 30, 1996.

          (c)  The Partnership's Current Report on Form 8-K
filed with the Commission on April 29, 1996.

          (d)  The Partnership's Quarterly Report on Form 10-Q
for the Fiscal Quarter ended June 29,1996.

          (e)  The description of the Common Units of the
Partnership contained in the Registration Statement on Form 8-A
filed with the Commission on February 22, 1996, and including
any amendment or report filed for the purpose of updating such
description.

          All documents filed subsequent to the date hereof by
the Partnership with the Commission pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), prior to the filing of a post-
effective amendment which indicates that all securities offered
hereby have been sold or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated by
reference herein and made a part hereof from their respective
dates of filing (such documents, and the documents enumerated
above, being hereinafter referred to as "Incorporated
Documents").  Any statement contained herein or in an
Incorporated Document deemed to be incorporated by reference
herein shall be deemed to be modified or superseded for
purposes hereof to the extent that a statement contained herein
or in any other subsequently filed Incorporated Document
modifies or supersedes such statement.  Any such statement so
modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part hereof.

ITEM 4.  DESCRIPTION OF SECURITIES.

          Not applicable.

ITEM 5.  INTERESTS OF NAMED EXPERTS.

          Kevin T. McIver, General Counsel of the Partnership,
has opined as to the validity of the Common Units to be offered
hereunder.  As of August 9, 1996, Mr. McIver owns 1,000 Common
Units and has been granted Time Vesting Rights covering 3,964
Common Units and Performance Vesting Rights covering 11,890
Common Units.

ITEM 6.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

          Subject to such standards and restrictions set forth
in the partnership agreement of the Partnership, 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.

          The Amended and Restated Agreement of Limited
Partnership of the Partnership, dated as of March 4, 1996 (the
"Agreement"), provides that the Partnership will indemnify the
members of the Board of Supervisors, the General Partner and
any Departing Partner (each as defined in the Agreement) and
any person who is or was an affiliate of the General Partner or
any Departing Partner, any person who is or was an officer,
employee, agent or trustee of the Partnership, any person who
is or was an officer, director, employee, agent or trustee of
the General Partner or any Departing Partner or any such
affiliate, any person who is or was serving at the request of
the Board of Supervisors, the General Partner or any Departing
Partner or any affiliate of the General Partner or any
Departing Partner as an officer, director, employee, partner,
agent, fiduciary or trustee of another person (collectively,
"Indemnitees" and individually each an "Indemnitee"), 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 any of the foregoing;
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 Partnership 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
Partnership, and the General Partner shall not be personally
liable for, or have any obligation to contribute or loan funds
or assets to the Partnership to enable it to effectuate, such
indemnification.  The Partnership is authorized to purchase (or
to reimburse the members of the Board of Supervisors, the
General Partner or its affiliates for the cost of) insurance
against liabilities asserted against and expenses incurred by
such persons in connection with the Partnership's activities,
regardless of whether the Partnership would have the power to
indemnify such person against such liabilities under the
provisions described above.  The Partnership carries directors
and officers liability insurance for the aforesaid potential
liabilities.

ITEM 7.  EXEMPTION FROM REGISTRATION CLAIMED.

          Not applicable.

ITEM 8.  EXHIBITS.

Exhibit No.     Description

4.1             Suburban Propane Partners, L.P. 1996 Restricted
                Unit Plan (incorporated by reference to Exhibit
                10.8 to the Partnership's Registration
                Statement on Form S-1 (Registration
                No. 33-80605)).

4.2             Amended and Restated Agreement of Limited
                Partnership of Suburban Propane Partners, L.P.
                (incorporated by reference to Exhibit 3.1 to
                the Partnership Registration Statement on
                Form S-1 (Registration No. 33-80605)).

4.3             Form of Common Unit Certificate (incorporated
                by reference to Exhibit A to Appendix A in the
                prospectus included in the Partnership's
                Registration Statement on Form S-1
                (Registration No. 33-80605)).

5.1             Opinion of Kevin T. McIver as to the validity
                of the securities being registered.

23.1            Consent of Price Waterhouse, LLP

23.2            Consent of Kevin T. McIver (included in Exhibit
                5.1 to this Registration Statement).

24.1            Power of Attorney (included on the signature
                page of this Registration Statement).

ITEM 9.  UNDERTAKINGS.

          The Partnership hereby undertakes:

          (a)  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.

          (b)  That, for the purpose of determining any
liability under the Securities Act, each post-effective
amendment to this 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.

          (c)  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.

          (d)  That, for purposes of determining any liability
under the Securities Act, each filing of the Partnership's
annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act that is incorporated by reference in this
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 may be permitted to directors,
officers and controlling persons of the Partnership pursuant to
the foregoing provisions, or otherwise, the Partnership has
been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable.  In the event
that a claim for indemnification against such liabilities
(other than the payment by the Partnership of expenses incurred
or paid by a director, officer or controlling person of the
Partnership 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 Partnership 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 Securities Act and will be governed by the
final adjudication of such issue.

                           SIGNATURES
                                
          Pursuant to the requirements of the Securities Act of
1933, the Partnership certifies that it has reasonable grounds
to believe that it meets all of the requirements for filing on
Form S-8 and it has duly caused this Registration Statement to
be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Whippany, State of New Jersey, on
August 9, 1996.
                            SUBURBAN PROPANE PARTNERS, L.P.

                            By:    /s/ Salvator M. Quadrino
                               --------------------------------
                               Name:  Salvatore M. Quadrino
                               Title:  President

          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.
Each person whose signature appears below constitutes and
appoints Mark A. Alexander and Charles T. Hoepper, or either of
them as attorney-in-fact, to sign and file in each capacity
stated below, all amendments and post-effective amendments to
this Registration Statement.

Signature                Title                       Date
- -----------------------------------------------------------------
/s/ Mark A. Alexander    Executive Vice 
- ---------------------    Chairman               August 9, 1996
Mark A. Alexander        (Principal Executive
                         Officer) and Member,
                         Board of Supervisors

/s/ Salvatore M.
Quadrino                 President and Member,  August 9, 1996
- ----------------------   Board of Supervisors
Salvatore M. Quadrino

/s/ Charles T. Hoepper   Vice President and     August 9, 1996
- ----------------------   Chief Financial Officer
Charles T. Hoepper       (Principal Financial
                         Officer and Principal
                         Accounting Officer)

/s/ George H. 
Hempstead, III           Member, Board of       August 9, 1996
- ----------------------   Supervisors
George H. Hempstead, III

/s/ Robert E. Lee        Member, Board of       August 9, 1996
- ----------------------   Supervisors
Robert E. Lee

/s/ John Hoyt Stookey    Member, Board of       August 9, 1996
- ----------------------   Supervisors
John Hoyt Stookey

/s/ Harold R. Logan, Jr. Member, Board of       August 9, 1996
- ----------------------   Supervisors
Harold R. Logan, Jr

/s/ Dudley C. Mecum      Member, Board of       August 9, 1996
- ----------------------   Supervisors
Dudley C. Mecum

                          SUBURBAN PROPANE PARTNERS, L.P.
                                
                                INDEX TO EXHIBITS
                                -----------------

Exhibit No.     Description                  Sequentially
                                             Numbered
                                             Page

4.1             Suburban Propane
               Partners, L.P. 1996
               Restricted Unit Plan
               (incorporated by
               reference to Exhibit 10.8
               to the Partnership's
               Registration Statement on
               Form S-1 (Registration
               No. 33-80605)).

4.2             Amended and Restated
               Agreement of Limited
               Partnership of Suburban
               Propane Partners, L.P.
               (incorporated by
               reference to Exhibit 3.1
               to the Partnership
               Registration Statement on
               Form S-1 (Registration
               No. 33-80605)).

4.3             Form of Common Unit
               Certificate (incorporated
               by reference to Exhibit A
               to Appendix A in the
               prospectus included in
               the Partnership's
               Registration Statement on
               Form S-1 (Registration
               No. 33-80605)).

5.1             Opinion of Kevin T.
               McIver as to the validity
               of the securities being
               registered.                   8

23.1            Consent of Price
               Waterhouse, LLP               10

23.2            Consent of Kevin T.
               McIver (included in
               Exhibit 5.1 to this
               Registration Statement).

24.1            Power of Attorney
               (included on the
               signature page of this
               Registration Statement).

                                                    Exhibit 5.1

                 Suburban Propane Partners, L.P.
                       One Suburban Plaza
                        240 Route 10 West
                   Whippany, New Jersey 07981

August 9, 1996

The Board of Supervisors
Suburban Propane Partners, L.P.
One Suburban Propane Plaza
240 Route 10 West
Whippany, New Jersey  07981

Ladies and Gentlemen:

          I am General Counsel of Suburban Propane Partners,
L.P., a Delaware limited partnership (the "Partnership"), and I
am rendering this opinion in connection with the Partnership's
registration statement on Form S-8 filed pursuant to the
Securities Act of 1933, as amended (the "Registration
Statement"), relating to the Partnership's 1996 Restricted Unit
Plan (the "Plan") pursuant to which the Partnership may issue
up to 731,707 common units of the Partnership (the "Common
Units").

          For purposes of the opinions expressed in this
letter, I have examined, or caused to be examined by
appropriate members of my staff, the Amended and Restated
Agreement of Limited Partnership of the Partnership, records of
the proceedings of the Partnership and such other documents and
records as I have deemed necessary or appropriate as a basis
for such opinions.  In rendering this opinion, I have assumed
that all documents submitted to me as originals are authentic,
that all copies submitted to me conform to the originals
thereof, and that the signatures on all documents examined by
me or members of my Staff are genuine.

          I am a member of the Bar of the State of New York and
do not purport to be expert or give any opinion except as to
matters involving the laws of such State and the Limited
Partnership Law of the State of Delaware.

          Based on the foregoing and having regard to such
legal considerations as I have deemed relevant, I am of the
opinion that the Common Units have been duly authorized and,
upon the issuance thereof in accordance with the terms of the
Plan, will be validly issued, fully paid and nonassessable
Common Units of the Partnership, except as such
nonassessability may be affected by the matters described in
the prospectus, dated February 29, 1996, included in the
Partnership's Registration Statement on Form S-1 (Registration
No. 33-80605) under the caption "The Partnership Agreement -
Limited Liability."

          I hereby consent to the inclusion of this letter as
an exhibit to the Registration Statement and to the reference
to me under the caption "Item 5. Interests of Named Experts."

                                   Very truly yours,
                                   /s/ Kevin T. McIver
                                   ---------------------------
                                   Kevin T. McIver
                                   General Counsel