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)              February 17, 1999
                                                -------------------------------

                       Petroleum Heat and Power Co., Inc.
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             (Exact name of registrant as specified in its charter)

          Minnesota                     1-9358                       06-1183025
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(State or other jurisdiction    (Commission File Number)          (IRS Employer
      of incorporation)                                      Identification No.)

2187 Atlantic Street, Stamford, CT                                        06902
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(Address of principal executive offices)                              (Zip Code)

Registrant's telephone number, including area code (203) 325-5400
                                                   -----------------------------
                                 Not Applicable
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         (Former name or former address, if changed since last report.)
<PAGE>

Item 5. Other Events

This Form 8-K consists of the Registrant's audited consolidated balance sheets
as of December 31, 1997 and 1998, and the related consolidated statements of
operations, changes in stockholders' equity (deficiency), and cash flows for
each of the years in the three-year period ended December 31, 1998. It also
includes management's discussion and analysis of results of operations and
financial condition.


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<PAGE>

MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL
CONDITION

Overview

In analyzing the Company's results, investors should consider a variety of
factors unique to the Company and the heating oil industry. These include the
Company's active acquisition program and the rapid rate of amortization of
customer lists purchased in home heating oil acquisitions. First, the financial
results of a given year do not reflect the full impact of the year's
acquisitions. Acquisitions made during the spring and summer months generally
have a negative effect on earnings in the calendar year in which they are made.
Second, substantially all purchased intangibles are comprised of customer lists
and convenants not to compete. Amortization of customer lists is a non-cash
expense which is amortized 90% over a six-year period and the balance over a
25-year period. The covenants not to compete are amortized over the lives of the
covenants, which generally range from five to seven years. The Company acquired
the customer lists and equipment of thirteen unaffiliated fuel oil dealers in
1996 and eleven in 1997; no acquisitions were made in 1998.

A significant focus of the Company has been the restructuring and corporate
identity programs begun in April of 1996. These programs are targeted to
heighten responsiveness to customers, improve brand awareness among heating oil
consumers and increase operational productivity, as well as reduce overhead
costs. The regionalization of the Company's New York/Long Island operations was
completed in 1997, and similar efforts in the Mid-Atlantic region have begun. In
order to optimize the impact of these programs, the Company continues to
evaluate appropriate operating structures for the rest of the Company. For 1997
and 1998 in the metro New York region, the Company's first consolidated region,
measurable improvements were recorded in almost all significant operating
categories. Despite these indications, however, it should be noted that no
assurances can be given as to the ultimate impact of the program on the
Company's financial results in any of the Company's regions.

1998 Compared to 1997

In analyzing the Company's 1998 results to 1997 results, certain significant
factors should be considered. We believe that 1998 was among the warmest years
in the twentieth century with temperatures 17.7% above normal and 16.0% higher
than 1997. Largely as a result of this weather, home heating oil volume declined
85.6 million gallons and sales were $140.1 million below 1997 levels. However,
operating loss increased by only $1.3 million as the Company was able to offset,
to a certain extent, the effects of this weather through increased heating oil
margins and through sizeable reductions in operating expenses relating to its
operational restructuring and corporate overhead reduction programs.

Volume. Home heating oil volume decreased 20.9% to 324.7 million gallons for the
twelve months ended December 31, 1998, as compared to 410.3 million gallons for
the twelve months ended December 31, 1997. This decline was largely due to 16.0%
warmer weather for 1998, believed to be caused by the effects of the climatic
phenomenon known as "El Nino." In addition, volume was negatively impacted by
16.9 million gallons from the Company's Hartford, CT operation, which was sold
in November 1997, and by net account attrition and delivery scheduling.
Partially offsetting these factors was the acquisition by the Company of eleven
individually insignificant heating oil companies during 1997, the full effects
of which were not realized until 1998.

Net sales. Net sales decreased 25.6% to $408.0 million for the twelve months
ended December 31, 1998, as compared to $548.1 million for the twelve months
ended December 31, 1997. This decline reflects the impact of decreased volume as
well as the impact of lower selling prices associated with lower wholesale
costs.


                                      -3-
<PAGE>

Cost of sales. Cost of sales decreased 30.1% to $265.5 million for the twelve
months ended December 31, 1998, as compared to $379.7 million for the twelve
months ended December 31, 1997, due to the decline in volume and lower wholesale
costs mentioned above. Cost of sales declined more than net sales as the Company
was able to increase home heating oil margins by 3.3 cents per gallon in 1998 as
compared to 1997. Also contributing to the decline in cost of sales was a
decline in service expense, which cost is included in cost of sales. The service
expense decline was a result of both the Company's improved operating efficiency
and the warmer weather.

Selling, general and administrative expenses. Selling, general and
administrative expenses decreased 14.8% to $87.3 million for the twelve months
ended December 31, 1998, as compared to $102.4 million for the twelve months
ended December 31, 1997. This $15.1 million decline was due both to reductions
in certain expenses resulting from the Company's operational restructuring
programs, and to the Company's ability to reduce overhead costs in response to a
decline in volume. Also contributing to this decline were significant reductions
in corporate staff and other expenses which were part of a cost reduction
program begun in December 1997.

Direct delivery expenses. Direct delivery expenses decreased 18.0% to $24.6
million for the twelve months ended December 31, 1998, as compared to $30.0
million for the twelve months ended December 31, 1997, reflecting the Company's
ability to reduce costs both in response to a weather-related decline in volume
and, to a lesser extent, through its productivity improvements.

Restructuring charges. Restructuring charges of $0.5 million for the twelve
months ended December 31, 1998 represent the continuation in the first quarter
of 1998 of corporate staff reductions. Charges for the twelve months ended
December 31, 1997, which total $2.9 million, represent costs associated with the
Company's regionalization and consolidation program in the New York/Long Island
and Mid Atlantic regions, as well as corporate staff reductions made in the
fourth quarter of 1997.

Corporate identity expenses. Corporate identity expenses decreased to $0.2
million for the twelve months ended December 31, 1998, as compared to $4.1
million for the twelve months ended December 31, 1997. These expenses represent
costs associated with the Company's brand identity program, implemented in the
Company's New York and Mid Atlantic regions primarily during 1997, with
completion of the Mid Atlantic region in 1998. These costs include the cost of
repainting all delivery and service vehicles to reflect the Company's new
identity.

Star Gas transaction expenses. Star Gas transaction expenses of $4.8 million for
the twelve months ended December 31, 1998 represent costs incurred, consisting
primarily of legal, printing, advisory, and professional charges relating to the
Company's previously announced merger with Star Gas Partners. It is expected
that the Company will incur a total of $7.5 to $8.5 million of costs associated
with this transaction, the remainder of which will be incurred in 1999.

Amortization of customer lists. Amortization of customer lists decreased 6.9% to
$16.7 million for the twelve months ended December 31, 1998, as compared to
$17.9 million for the twelve months ended December 31, 1997, reflecting the
impact of certain customer lists becoming fully amortized which were not offset
by the full year amortization for the 1997 acquisitions.

Depreciation and amortization of plant and equipment. Depreciation and
amortization of plant and equipment decreased 3.3% to $7.0 million for the
twelve months ended December 31, 1998, as compared to $7.2 million for the
twelve months ended December 31, 1997, as the impact of certain assets becoming
fully depreciated exceeded the impact of the Company's recent fixed asset
additions.

Amortization of deferred charges. Amortization of deferred charges decreased
8.7% to $2.9 million for the twelve months ended December 31, 1998, as compared
to $3.2 million for the twelve months ended December 31, 1997, reflecting the
impact of certain deferred charges becoming fully amortized.


                                      -4-
<PAGE>

Operating loss. Operating loss increased 275.9% to a loss of $1.8 million for
the twelve months ended December 31, 1998, as compared to a loss of $0.5 million
for the twelve months ended December 31, 1997. This decline was attributable to
the weather-related decline in volume for the period, partially offset by the
Company's reductions in operating expenses and improvements in home heating oil
margins.

Net interest expense. Net interest expense decreased 3.0% to $30.7 million for
the twelve months ended December 31, 1998, as compared to $31.7 million for the
twelve months ended December 31, 1997. This was due to a slight decline in
average borrowings outstanding.

Other. Other income decreased to $0.1 million for the twelve months ended
December 31, 1998, as compared to $11.4 million for the twelve months ended
December 31, 1997, as the 1997 results include the gain on the sale of the
Company's Hartford, CT operations in November 1997.

Equity in loss of Star Gas Partnership. Equity in the loss of Star Gas
Partnership increased 376.6% to a loss of $1.1 million for the twelve months
ended December 31, 1998, as compared to a loss of $0.2 million for the twelve
months ended December 31, 1997. This decline was largely due to the impact of
warm weather on Star Gas Partner's operations.

Net loss. Net loss increased 54.3% to a loss of $35.3 million for the twelve
months ended December 31, 1998, as compared to a loss of $22.9 million for the
twelve months ended December 31, 1997. This increase was attributable to the
weather-related decline in volume for the period, partially offset by the
Company's reductions in operating expenses and improvements in home heating oil
margins. In addition, 1997 was favorably impacted by the $11.3 million gain for
the November 1997 sale of the Company's Hartford, CT operations.

Operating income before depreciation, amortization, and provision for
supplemental benefits.* Operating income before depreciation, amortization, and
provision for supplemental benefits declined 11.5% to $25.1 million for the
twelve months ended December 31, 1998, as compared to $28.4 million for the
twelve months ended December 31, 1997. This $3.3 million decline was far less
than the 85.6 million gallon decline in volume for the same period, which was
primarily attributable to an increase in the Company's heating oil margins and
to sizable reductions in operating expenses related to the Company's operational
restructuring programs and its ability to contain costs in response to warm
weather.

*     Operating income before depreciation, amortization, and provision for
      supplemental benefits should not be considered as an alternative to net
      income (as an indicator of operating performance) or as an alternative to
      cash flow (as a measure of liquidity or availability to service debt
      obligations), but provides additional significant information in that it
      is a principal basis upon which the Company assesses its financial
      performance. It should be noted that the definition set forth above may
      include different items than what other companies may use.


                                      -5-
<PAGE>

1997 Compared to 1996

Volume. Home heating oil volume decreased 10.1% to 410.3 million gallons for the
twelve months ended December 31, 1997, as compared to 456.1 million gallons for
the twelve months ended December 31, 1996. In addition to 5.8% warmer weather in
1997 than in 1996, volume was negatively impacted by net account attrition and
the sale of the Company's Hartford, CT operations, partially offset by the
acquisition of 24 individually insignificant heating oil companies since the
beginning of 1996.

Net sales. Net sales decreased 9.9% to $548.1 million for the twelve months
ended December 31, 1997, as compared to $608.2 million for the twelve months
ended December 31, 1996 due to the decreased volume described above.

Cost of sales. Cost of sales decreased 11.1% to $379.7 million for the twelve
months ended December 31, 1997, as compared to $427.4 million for the twelve
months ended December 31, 1996 due to the decreased volume described above. Cost
of sales decreased more than net sales due to an increase of 1.7 cents per
gallon in home heating oil margins in 1997 as compared to 1996.

Selling, general and administrative expenses. Selling, general and
administrative expenses decreased 3.2% to $102.4 million for the twelve months
ended December 31, 1997, as compared to $105.6 million for the twelve months
ended December 31, 1996. This decline was due both to reductions in certain
expenses resulting from the Company's operational restructuring programs and to
the Company's ability to reduce certain overhead costs in response to a decline
in volume and was achieved despite inflationary pressures. Also of importance,
but of smaller impact on 1997 financials, were significant corporate staff
reductions taken in December of 1997 as part of our corporate restructuring
programs.

Direct delivery expenses. Direct delivery expenses decreased 9.4% to $30.0
million for the twelve months ended December 31, 1997, as compared to $33.1
million for the twelve months ended December 31, 1996, reflecting the Company's
ability to reduce costs relating to weather impacted lower volume.

Restructuring charges. Restructuring charges increased from $1.2 million for the
twelve months ended December 31, 1996 to $2.9 million for the twelve months
ended December 31, 1997, representing costs associated with the Company's
regionalization and consolidation programs in the New York/Long Island and Mid
Atlantic regions.

Corporate identity expenses. Corporate identity expenses for the twelve months
ended December 31, 1997 were $4.1 million, as compared to $2.7 million for the
twelve months ended December 31, 1996. These costs are associated with the
Company's brand identity program, implemented in Long Island during 1996 and the
Company's New York and Mid Atlantic regions during 1997, and include the cost of
repainting all delivery and service vehicles to reflect the Company's new
identity. Through this program the Company intends to capitalize on its size by
building significant brand equity in one "Petro" brand name, rather than the
multiple names previously in use.

Pension curtailment. Pension curtailment expenses for the twelve months ended
December 31, 1997 were $0.7 million, as compared to $0.6 million for the twelve
months ended December 31, 1996. These expenses represent the freezing of
benefits under the Company's defined benefit pension plan resulting from the
consolidation of Long Island and New York City operations.

Amortization of customer lists. Amortization of customer lists decreased 3.8% to
$17.9 million for the twelve months ended December 31, 1997, as compared to
$18.6 million for the twelve months ended December 31, 1996, as the impact of
certain customer lists becoming fully amortized exceeded the impact of
amortization associated with the Company's recent acquisitions.

Depreciation of plant and equipment. Depreciation and amortization of plant and
equipment increased 9.6% to $7.2 million for the twelve months ended December
31, 1997, as compared to $6.6 million for the twelve months ended December 31,
1996, as a result of certain investments related to the Company's operational
restructuring programs in the New York and Mid Atlantic regions, as well as the
impact of the Company's acquisitions.


                                      -6-
<PAGE>

Amortization of deferred charges. Amortization of deferred charges increased
9.9% to $3.2 million for the twelve months ended December 31, 1997, as compared
to $2.9 million for the twelve months ended December 31, 1996, as the impact of
the amortization associated with the Company's recent acquisitions exceeded the
impact of certain deferred charges becoming fully amortized.

Provision for supplemental benefits. Provision for supplemental benefits
declined to $0.6 million for the twelve months ended December 31, 1997, as
compared to $0.9 million for the twelve months ended December 31, 1996. These
supplemental benefits reflect the extension of the exercise date of certain
options previously issued and a change in the provision due to a reduction of
the accrual required under the vesting schedule of those options.

Operating income (loss): Operating income decreased to an operating loss of $0.5
million for the twelve months ended December 31, 1997, as compared to operating
income of $8.8 million for the twelve months ended December 31, 1996. This
decline was largely a result of the weather-related decline in volume and an
increase in restructuring and corporate identity expenses, partially offset by
the Company's ability to reduce certain operating expenses and an increase in
the Company's heating oil margins.

Net interest expense. Net interest expense decreased to $31.7 million for the
twelve months ended December 31, 1997, as compared to $32.4 million for the
twelve months ended December 31, 1996. This reduction resulted from both a
slight decline in average borrowings outstanding and average rate.

Other income. Other income for the twelve months ended December 31, 1997 was
$11.4 million, as compared to $1.8 million for the twelve months ended December
31, 1996. These amounts reflect the sale of the Company's Hartford, CT heating
oil operations in 1997 and the Company's Springfield, MA operations in 1996.
Proceeds from these sales were used to make investments in other regions of the
Company's operations and to repay debt.

Equity in income (loss) of Star Gas partnership. Equity in the earnings of Star
Gas Partnership declined to a loss of $0.2 million for the twelve months ended
December 31, 1997, as compared to earnings of $2.3 million for the twelve months
ended December 31, 1996. This decrease was due to the impact of warm weather on
Star Gas Partner's propane volume and net income.

Extraordinary item. The extraordinary charge in 1996 of $6.4 million resulted
from the retirement of $43.8 million of 12.25% Subordinated Debentures due 2005.
This charge included both a prepayment premium of $4.8 million and a write-off
of deferred charges of $1.6 million associated with the issuance of that debt.

Net loss. Net loss improved 19.1% to a net loss of $22.9 million for the twelve
months ended December 31, 1997, as compared to a net loss of $28.3 million for
the twelve months ended December 31, 1996. This improvement was due to the gain
recognized on the sale of the Company's Hartford, CT business during the year,
partially offset by the impact of warm first quarter weather on both the
Company's and Star's volume, and to an increase in restructuring and corporate
identity expenses.

Operating income before depreciation, amortization, and provision for
supplemental benefits. Operating income before depreciation, amortization, and
provision for supplemental benefits decreased to $28.4 million for the twelve
months ended December 31, 1997, as compared to $37.7 million for the twelve
months ended December 31, 1996. This decline was due to decreased volume
resulting from the warm 1997 weather and to an increase in restructuring and
corporate identity costs, partially offset by improved heating oil margins.


                                      -7-
<PAGE>

Liquidity and Financial Condition

Net cash provided by operating activities of $19.3 million combined with the
$1.3 million net proceeds from the sale of Star Gas Partners Common Units
amounted to $20.6 million. These funds were utilized in investing activities for
the purchase of fixed assets of $4.6 million; and in financing activities to
repay senior notes payable of $1.1 million, repay subordinated notes of $1.1
million, repay net working capital borrowings of $3.0 million, pay cash
dividends of $7.0 million, increase the cash collateral account maintained with
the Company's lenders to secure certain letter-of-credit obligations of $2.4
million, redeem preferred stock of $4.2 million, and for other financing
activities of $2.8 million, which is comprised mainly of the redemption of $2.3
million of Notes Payables issued in connection with the purchase of fuel oil
dealers. These financing activities were partially offset by cash provided from
the Star Gas distributions of $4.4 million, the proceeds from the sale of fixed
assets of $0.2 million, and proceeds from dividend reinvestments of $0.6
million. As a result of the above activities, the Company's cash balance
decreased by $0.4 million since December 31, 1997.

In July 1998, the Company renewed its $47.0 million working capital revolving
credit facility which will expire in June 1999. In consideration for the
extension of this facility to June 1999, the Company agreed to, amongst other
things, pay no common cash dividends and not make any acquisitions of other
companies. As the Company's current capital constraints already imposes a limit
to such activity, the impact of these prohibitions is minimal. At December 31,
1998 no amount was outstanding under this credit facility.

As part of the Star Gas / Petro Transaction, the Company plans to enter into a
bank facilities agreement for approximately $100.0 million in senior secured
facilities with a group of commercial banks. The bank facilities will consist of
three separate tranches, a $40 million working capital facility, a $10 million
letter of credit facility, and a $50 million acquisition facility. The working
capital facility and letter of credit facility would expire on June 30, 2001.
The acquisition facility would convert into a term loan on June 30, 2001 which
would be payable in eight equal quarterly principal payments. Should the Star
Gas / Petro Transaction be unsuccessful, the Company would expect to renew the
existing working capital revolving credit facility or replace it with a similar
facility.

As part of the Star Gas / Petro Transaction, the Company plans to sell
approximately $90.0 million of Senior Secured Notes, the net proceeds of which
will be used for the restructuring of the Company's debt and redemption of the
preferred stock.

If the Star Gas / Petro Transaction does not occur, the Company's 1999
obligations would include paying $4.4 million of preferred dividends, redeeming
$4.2 million of redeemable preferred stock, funding the $2.5 million needed to
collateralize the remaining uncollateralized balance of the acquisition letter
of credits and repaying $2.1 million of senior and senior subordinated notes
(which were paid in January 1999). The Company has no material commitments for
capital expenditures.

Based on the Company's expectation of securing a working capital facility, the
Company's working capital position, and the expected net cash to be provided by
operating activities, the Company expects to be able to meet all the above
mentioned obligations in 1999.

The Company has substantial repayment obligations on indebtedness that become
due beginning in the year 2000. If the proposed Star Gas / Petro Transaction is
completed, these obligations are expected to be refinanced on or before their
maturities. In the event that such transaction does not occur, the Company will
explore alternatives including the repayment or refinancing of such maturities.
If such alternatives cannot be effected, it could have a material adverse affect
on the Company.


                                      -8-
<PAGE>

Year 2000

The "Year 2000" issue is the result of computer programs being written using two
digits rather than four to define a specific year. Absent corrective actions, a
computer program that has date sensitive software may recognize a date using
"00" as the year 1900 rather than the year 2000. This could result in system
failures or miscalculations causing disruptions to various activities and
operations.

The Company conducted a comprehensive review of its computer systems to identify
the systems that could be affected by the Year 2000 issue and has developed a
plan to address this issue. The scope of this review included the assessment of
the Company's information technology environment as well as the compliance
attainment efforts of the Company's major service providers. Most key suppliers
and business partners have been contacted with regard to their Year 2000 state
of readiness such as the Company's software developer, significant suppliers,
payroll provider, and banking partners, and the Company has obtained reasonable
comfort that this issue is being adequately addressed.

In addition, the Company has engaged a prominent information technology
consulting firm ("IT Firm") to advise and ensure that it maintains a focused
strategy to successfully address the Year 2000 issue on a timely basis. This IT
Firm will contribute an added layer of comfort for Year 2000 compliance, based
on their independent assessment derived from continuous exposure analyses which
are designed to assess the costs and efforts needed to maintain and/or repair
the Company's critical business systems.

The Company's main applications and operating systems have a combination of
compliant and non-compliant systems. The primary computer platform which
supports much of the Company's operations was designed to be Year 2000
compliant, and the Company has obtained a compliance warranty attesting to this
fact. However, the Company has identified potential problem areas and assessed a
total cost of approximately $350,000 to make the entire system Year 2000
compliant, which includes the IT Firm's consulting fees. The Company's state of
readiness to make each identified area Year 2000 compliant is at the
implementation stage.

Through December 31, 1998 the Company has incurred approximately $50,000 in Year
2000 compliance expenses for applications and hardware, and it expects to incur
an additional $300,000 through the summer of 1999 for additional applications
and hardware, as well as the IT Firm's consulting fees.

Furthermore, the Company has also accelerated the planned replacement of its
internal messaging system in order to gain company-wide Year 2000 messaging
compatibility. Through December 31, 1998 the Company has incurred approximately
$30,000 of expenses for this project, and expects to incur an additional
$220,000 by the summer of 1999 to complete the project.

If the Company fails to be Year 2000 compliant, a worst case scenario would be
system failures and miscalculations that could adversely affect operations.
However, because the primary computer platform which currently supports much of
the Company's operations is already Year 2000 compliant and continues to show
positive test results like those of other existing and newly installed Year 2000
compliant systems being tested, the Company would experience only minor
operational disruptions even in such worst case scenario. Business contingency
plans designed to mitigate the Company's worst case scenario and potential
disruptions to business operations include continued substantive pre-testing of
existing and newly installed Year 2000 compliant systems. This coupled with the
Company's existing effort to relieve information technology systems from
non-critical, non-Year 2000 projects, while simultaneously planning the
availability of all information technology personnel before, during, and after
the Year 2000 changeover is designed to mitigate the effects of potential
business disruptions.

Notwithstanding the substantive work involved in making all its systems Year
2000 compliant, the Company could still potentially experience disruptions to
some aspects of its various activities and operations, including those resulting
from non-compliant systems utilized by unrelated third party governmental and
business entities.


                                      -9-
<PAGE>

Noncompliance with The NASDAQ Stock Market Minimum Bid Price Requirement

The Company received notification from The NASDAQ Stock Market ("NASDAQ") that
its Class A Common Stock was not in compliance pursuant to the newly enacted
NASD Market Place Rules regarding the minimum bid price requirement. The Company
responded to NASDAQ outlining its position as to why NASDAQ should not take any
action to delist Petro's Class A Common Stock from its National Market System
("NMS"). Among the reasons given for not delisting the stock was the possibility
of the Star Gas / Petro Transaction. The original NASDAQ Hearing Panel granted a
very limited exception to the continued listing requirements based upon the
Company's written request. The Company responded by requesting a full oral
hearing on this matter as provided for under the NASD Market Place Rules.

The full oral hearing took place in November 1998 before a NASDAQ Listing
Qualification Panel (the "Panel") resulting in a January 1999 determination
subject to certain conditions, to not delist the Company from the NMS. Such
conditions for the Company's continued NMS listing include a continued
commitment on the Company's behalf to regain compliance with the NASD Market
Place Rules within a reasonable time period and to sustain compliance over the
long-term. Other conditions include a closing price of at least $1.00 per share
for the Class A Common Stock on or before March 1, 1999, and thereafter at a
price of at least $1.00 per share for a minimum of ten consecutive trading days.
If the Company fails to meet these conditions the Panel has determined that the
Company's Class A Common Stock will be delisted from the NMS.

A delisting could have a material adverse effect on the liquidity, trading, and
price for the Class A Common Stock. If the Star Gas / Petro Transaction does not
occur, no assurance can be given as to the continued listing of the Class A
Common Stock in the NMS.

Quantitative and Qualitative Disclosures about Market Risk

The Company is exposed to interest rate risk primarily through its working
capital revolving credit facility and market risk through its futures contracts.
The Company uses its working capital revolving credit facility to meet its
working capital needs. At December 31, 1998 no amount was outstanding under the
working capital revolving credit facility.

The Company selectively uses derivative financial instruments to manage its
exposure to market risk related to changes in the current and commodity market
price of #2 home heating oil. The Company does not hold derivatives for trading
purposes. The value of market sensitive derivative instruments is subject to
change as a result of movements in market prices. Consistent with the nature of
hedging activity, associated unrealized gains and losses would be offset by
corresponding decreases or increases in the purchase price the Company would pay
for the #2 home heating oil being hedged. Sensitivity analysis is a technique
used to evaluate the impact of hypothetical market value changes. Based on a
hypothetical ten percent increase in the cost of # 2 home heating oil at
December 31, 1998, the potential unrealized losses on the Company's hedging
activity would be reduced by $1.9 million; and conversely a hypothetical ten
percent decrease would increase the unrealized losses by the same amount.

Accounting Changes

In June 1998 the FASB issued SFAS No. 133 - "Accounting for Derivative
Instruments and Hedging Activities." SFAS No. 133 establishes accounting and
reporting standards for derivative instruments, including certain derivative
instruments embedded in other contracts, and for hedging activities. This
statement is effective for all fiscal quarters of all fiscal years beginning
after June 15, 1999. The Company is assessing the disclosure requirements of
SFAS No. 133.


                                      -10-
<PAGE>

STATEMENT REGARDING FORWARD-LOOKING DISCLOSURE

This Report includes "forward-looking statements" within the meaning of Section
27A of the Securities Act and Section 21E of the Exchange Act which represent
the Company's expectations or beliefs concerning future events that involve
risks and uncertainties, including those associated with the effect of weather
conditions on the Company's financial performance, the price and supply of home
heating oil, the ability of the Company to obtain new accounts and retain
existing accounts and the ability of the Company to realize cost reductions from
its operational restructuring program. All statements other than statements of
historical facts included in this Report including, without limitation, the
statements under "Management's Discussion and Analysis of Results of Operations
and Financial Condition" and "Business" and elsewhere herein, are
forward-looking statements. Although the Company believes that the expectations
reflected in such forward-looking statements are reasonable, it can give no
assurance that such expectations will prove to have been correct. Important
factors that could cause actual results to differ materially from the Company's
expectations ("Cautionary Statements") are disclosed in this Report, including
without limitation, in conjunction with the forward-looking statements included
in this report. All subsequent written and oral forward-looking statements
attributable to the Company or persons acting on its behalf are expressly
qualified in their entirety by the Cautionary Statements.


                                      -11-
<PAGE>

               PETROLEUM HEAT AND POWER CO., INC. AND SUBSIDIARIES

                   INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
                        AND FINANCIAL STATEMENT SCHEDULE

Consolidated Financial Statements of Petroleum Heat and Power Co.,
   Inc. and Subsidiaries

   Independent Auditors' Report                                              F-2

   Consolidated Balance Sheets, December 31, 1997 and 1998                   F-3

   Consolidated Statements of Operations, Years ended
      December 31, 1996, 1997 and 1998                                       F-4

   Consolidated Statements of Changes in Stockholders'
     Equity (Deficiency),
       Years ended December 31, 1996, 1997 and 1998                          F-5

   Consolidated Statements of Cash Flows, Years ended
      December 31, 1996, 1997 and 1998                                       F-6

   Notes to Consolidated Financial Statements                                F-7

   Schedule for the years ended December 31, 1996, 1997 and 1998:

      II - Valuation and Qualifying Accounts                                F-28

      All other schedules are omitted because they are not applicable or the
      required information is shown in the consolidated financial statements or
      notes thereto.


                                       F-1
<PAGE>

                          INDEPENDENT AUDITORS' REPORT

The Stockholders and Board of Directors of
Petroleum Heat and Power Co., Inc.:

            We have audited the accompanying consolidated balance sheets of
Petroleum Heat and Power Co., Inc. and subsidiaries as of December 31, 1997 and
1998, and the related consolidated statements of operations, changes in
stockholders' equity (deficiency) and cash flows for each of the years in the
three-year period ended December 31, 1998. In connection with our audits of the
consolidated financial statements, we also have audited the financial statement
schedule as listed in the accompanying index. These consolidated financial
statements and financial statement schedule are the responsibility of the
Company's management. Our responsibility is to express an opinion on these
consolidated financial statements and financial statement schedule based on our
audits.

            We conducted our audits in accordance with generally accepted
auditing standards. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our
opinion.

            In our opinion, the consolidated financial statements referred to
above present fairly, in all material respects, the financial position of
Petroleum Heat and Power Co., Inc. and subsidiaries as of December 31, 1997 and
1998, and the results of their operations and their cash flows for each of the
years in the three-year period ended December 31, 1998 in conformity with
generally accepted accounting principles. Also in our opinion, the related
financial statement schedule, when considered in relation to the basic
consolidated financial statements taken as a whole, present fairly, in all
material respects, the information set forth therein.

                                                     KPMG LLP

Stamford, Connecticut
February 16, 1999


                                       F-2
<PAGE>

               PETROLEUM HEAT AND POWER CO., INC. AND SUBSIDIARIES
                           Consolidated Balance Sheets

(In thousands, except per share data)

<TABLE>
<CAPTION>
                                                                      December 31,
                                                                ----------------------
                                                                   1997         1998
                                                                ---------    ---------
<S>                                                             <C>          <C>      
Assets

Current assets:
 Cash                                                           $   2,390    $   2,004
 Restricted cash                                                       --        4,900
 Accounts receivable (net of allowance of $980 and $944)           78,987       56,845
 Inventories                                                       16,285       17,534
 Prepaid expenses                                                   6,203        5,978
 Notes receivable and other current assets                          1,259        1,045
                                                                ---------    ---------
  Total current assets                                            105,124       88,306
                                                                ---------    ---------
Property, plant and equipment - net                                30,615       28,124

Intangible assets (net of accumulated amortization
 of $285,850 and $306,822)
  Customer lists                                                   69,265       52,596
  Deferred charges                                                 24,924       21,849
                                                                ---------    ---------
                                                                   94,189       74,445
                                                                ---------    ---------
Investment in and advances to the Star Gas Partnership             27,499       20,755
Deferred gain on Star Gas Transaction                             (19,964)     (19,964)
                                                                ---------    ---------
                                                                    7,535          791
                                                                ---------    ---------
Restricted cash                                                     9,350        6,900
Other assets                                                        1,033          965
                                                                ---------    ---------
                                                                $ 247,846    $ 199,531
                                                                =========    =========
Liabilities and Stockholders' Equity (Deficiency)

Current liabilities:
 Working capital borrowings                                     $   3,000    $      --
 Current debt                                                       2,391        8,021
 Current maturities of redeemable preferred stock                   4,167        4,167
 Accounts payable                                                  14,759       10,129
 Customer credit balances                                          20,767       27,884
 Unearned service contract revenue                                 15,321       15,430
 Accrued expenses and other liabilities                            32,283       31,652
                                                                ---------    ---------
  Total current liabilities                                        92,688       97,283
                                                                ---------    ---------
Supplemental benefits and other long-term liabilities               5,043        4,984
Pension plan obligation                                             5,702        5,780
Notes payable and other long-term debt                             16,507        8,381
Senior notes payable                                               63,100       62,050
Senior subordinated and subordinated notes payable                209,350      208,300

Redeemable and exchangeable preferred stock                        32,489       28,578

Common stock redeemable at option of stockholder (83 Class A
 and 21 Class C shares and 41 Class A and 10 Class C shares)          656          328
Note receivable from stockholder                                     (656)        (328)

Stockholders' equity (deficiency):
 Preferred stock-no par value; 1,000 shares authorized,
  0 and 787 shares issued and outstanding                              --           --
 Class A common stock-par value $.10 per share; 60,000 shares
  authorized, 23,606 and 23,865 shares issued and outstanding       2,361        2,387
 Class B common stock-par value $.10 per share; 6,500 shares
  authorized, 11 and 11 shares issued and outstanding                   1            1
 Class C common stock-par value $.10 per share; 5,000 shares
  authorized, 2,577 and 2,587 shares issued and outstanding           258          259
 Additional paid-in capital                                        81,358       83,024
 Deficit                                                         (256,365)    (296,759)
 Accumulated other comprehensive income                            (4,646)      (4,737)
                                                                ---------    ---------
     Total stockholders' equity (deficiency)                     (177,033)    (215,825)
                                                                ---------    ---------
                                                                $ 247,846    $ 199,531
                                                                =========    =========
</TABLE>

See accompanying notes to consolidated financial statements.


                                       F-3
<PAGE>

               PETROLEUM HEAT AND POWER CO., INC. AND SUBSIDIARIES

                      Consolidated Statements of Operations

(In thousands, except per share data)

<TABLE>
<CAPTION>
                                                       Years Ended December 31,
                                                 -----------------------------------
                                                    1996         1997         1998 
                                                 ---------    ---------    ---------
<S>                                              <C>          <C>          <C>      
Net sales                                        $ 608,161    $ 548,141    $ 408,019

Costs and expenses
  Cost of sales                                    427,388      379,748      265,526
  Selling, general and administrative expenses     105,601      102,377       87,268
  Direct delivery expense                           33,102       30,006       24,613
  Restructuring charges                              1,150        2,850          535
  Corporate identity expenses                        2,659        4,136          152
  Star Gas transaction expenses                         --           --        4,823
  Pension curtailment expense                          557          654           --
  Amortization of customer lists                    18,611       17,903       16,669
  Depreciation of plant and equipment                6,574        7,204        6,969
  Amortization of deferred charges                   2,888        3,175        2,899
  Provision for supplemental benefits                  873          565          358
                                                 ---------    ---------    ---------
    Operating income (loss)                          8,758         (477)      (1,793)

Other income (expense):
  Interest expense                                 (34,669)     (33,813)     (33,037)
  Amortization of debt issuance cost                (1,872)      (1,464)      (1,404)
  Interest income                                    2,257        2,145        2,305
  Other                                              1,842       11,445          112
                                                 ---------    ---------    ---------
  Loss before income taxes, equity interest
    and extraordinary item                         (23,684)     (22,164)     (33,817)
Income taxes                                           500          500          400
                                                 ---------    ---------    ---------
  Loss before equity interest
    and extraordinary item                         (24,184)     (22,664)     (34,217)
                                                 ---------    ---------    ---------

Share of income (loss) of Star Gas
  Partnership                                        2,283         (235)      (1,120)
                                                 ---------    ---------    ---------
  Loss before extraordinary item                   (21,901)     (22,899)     (35,337)
                                                 ---------    ---------    ---------
Extraordinary item-loss on early
   extinguishment of debt                           (6,414)          --           --
                                                 ---------    ---------    ---------
  Net loss                                       $ (28,315)   $ (22,899)   $ (35,337)
                                                 =========    =========    =========

Preferred Stock dividends                           (2,389)      (4,644)      (5,057)
                                                 ---------    ---------    ---------
  Net loss applicable to common stock            $ (30,704)   $ (27,543)   $ (40,394)
                                                 =========    =========    =========

Basic and Diluted losses per common
 share before extraordinary item:
  Class A and C Common Stock                     $   (0.95)   $   (1.06)   $   (1.52)

Extraordinary loss per common share:
  Class A and C Common Stock                         (0.25)          --           --

Basic and Diluted losses per common share:
  Class A and C Common Stock                     $   (1.20)   $   (1.06)   $   (1.52)
</TABLE>

See accompanying notes to consolidated financial statements.


                                       F-4
<PAGE>

               PETROLEUM HEAT AND POWER CO., INC. AND SUBSIDIARIES

     Consolidated Statements of Changes in Stockholders' Equity (Deficiency)
                  Years Ended December 31, 1996, 1997 and 1998

                                 (In thousands)

<TABLE>
<CAPTION>
                                               Common Stock
                        ---------------------------------------------------------
                             Class A              Class B            Class C                                Accumulated
                        ---------------------------------------------------------  Additional                  Other
                        No. of               No. of              No. of              Paid-In               Comprehensive
                        Shares     Amount    Shares     Amount   Shares    Amount    Capital     Deficit       Income       Total
                        ------     ------    ------     ------   ------    ------    -------     -------       ------       -----
                       ------------------------------------------------------------------------------------------------------------
<S>                     <C>        <C>          <C>         <C>   <C>        <C>     <C>       <C>            <C>        <C>       
Balance at 12/31/95     22,653     $2,266       14          $1    2,558      $256    $76,418   $(174,972)     $(4,872)   $(100,903)

Net loss                                                                                         (28,315)                  (28,315)

Other comprehensive
 income:
  Minimum pension
   liability adj.                                                                                              (1,193)      (1,193)
                                                                                                                         ----------
Comprehensive income                                                                                                       (29,508)

Cash dividends
 declared and paid
 (See notes 7 & 8)                                                                               (13,880)                  (13,880)
Cash div. payable
 (See notes 7 & 8)                                                                                (3,857)                   (3,857)
Class A Common Stock
 issued under the
 Div. Reinvest. Plan       302         30                                              2,034                                 2,064
Other                      (24)        (2)      (3)         --        9         1        352                                   351
                       ------------------------------------------------------------------------------------------------------------
Balance at 12/31/96     22,931      2,294       11           1    2,567       257     78,804    (221,024)      (6,065)    (145,733)

Net loss                                                                                         (22,899)                  (22,899)

Other comprehensive
 income:
  Minimum pension
   liability adj.                                                                                               1,419        1,419
                                                                                                                         ----------
Comprehensive income                                                                                                       (21,480)

Cash dividends
 declared and paid
 (See notes 7 & 8)                                                                               (10,479)                  (10,479)

Cash div. payable
 (See notes 7 & 8)                                                                                (1,963)                   (1,963)
Class A Common Stock
 issued under the
 Div. Reinvest. Plan       691         69                                              2,331                                 2,400
Other                      (16)        (2)                           10         1        223                                   222
                       ------------------------------------------------------------------------------------------------------------
Balance at 12/31/97     23,606      2,361       11           1    2,577       258     81,358    (256,365)      (4,646)    (177,033)

Net loss                                                                                         (35,337)                  (35,337)

Other comprehensive
 income:
  Minimum pension
   liability adj.                                                                                                 (91)         (91)
                                                                                                                         ----------
Comprehensive income                                                                                                       (35,428)

Cash dividends
 declared and paid
 (See notes 7 & 8)                                                                                (5,057)                   (5,057)
Class A Common Stock
 issued under the
 Div. Reinvest. Plan       271         27                                                583                                   610
Jr. Convertible
 preferred stock
 issued in connection
 with exchange offer                                                                   1,216                                 1,216
Other                      (12)        (1)                           10         1       (133)                                 (133)
                       ------------------------------------------------------------------------------------------------------------
Balance at 12/31/98     23,865     $2,387       11          $1    2,587      $259    $83,024   $(296,759)     $(4,737)   $(215,825)
                       ============================================================================================================
</TABLE>

See accompanying notes to consolidated financial statements.


                                      F - 5
<PAGE>

               PETROLEUM HEAT AND POWER CO., INC. AND SUBSIDIARIES
                      Consolidated Statements of Cash Flows

<TABLE>
<CAPTION>
(In thousands)                                                          Years Ended December 31,
                                                                    --------------------------------
                                                                      1996        1997        1998 
                                                                    --------    --------    --------
<S>                                                                 <C>         <C>         <C>      
Cash flows from (used in) operating activities:
Net loss                                                            $(28,315)   $(22,899)   $(35,337)
Adjustments to reconcile net loss to
 net cash provided by (used in) operating activities:
  Amortization of customer lists                                      18,611      17,903      16,669
  Depreciation of plant and equipment                                  6,574       7,204       6,969
  Amortization of deferred charges                                     2,888       3,175       2,899
  Amortization of debt issuance costs                                  1,872       1,464       1,404
  Share of (income)loss of Star Gas                                   (2,283)        235       1,120
  Provision for losses on accounts receivable                          1,882       1,853       1,419
  Provision for supplemental benefits                                    873         565         358
  Loss on early extinguishment of debt                                 6,414          --          --
  Gain on sale of business                                            (1,781)    (11,284)         --
  Other                                                                  105        (186)       (126)

  Change in Operating Assets and Liabilities, net of
   effects of acquisitions and dispositions:
    Decrease in accounts receivable                                      117      12,522      20,723
    Decrease (increase) in inventory                                  (1,671)      5,799      (1,249)
    Decrease (increase) in other current assets                         (575)        845         439
    Decrease (increase) in other assets                                  (86)       (123)         68
    Decrease in accounts payable                                      (3,836)     (4,229)     (4,630)
    Increase (decrease) in customer credit balances                   (2,142)      3,299       7,117
    Increase (decrease) in unearned service contract revenue            (147)        (67)        109
    Increase (decrease) in accrued expenses                           (2,352)      2,568       1,332
                                                                    --------    --------    --------
 Net cash provided by (used in) operating activities                  (3,852)     18,644      19,284
                                                                    --------    --------    --------
Cash flows from (used in) investing activities:
 Minimum quarterly distributions from Star Gas Partnership             4,313       5,507       4,367
 Acquisitions                                                        (28,493)    (16,252)         --
 Capital expenditures                                                 (6,874)     (6,980)     (4,584)
 Proceeds from sale of business                                        4,073      15,571          --
 Net proceeds from sales of fixed assets                                 788       1,174         218
                                                                    --------    --------    --------
  Net cash provided by (used in) investing activities                (26,193)       (980)          1
                                                                    --------    --------    --------

Cash flows from (used in) financing activities:
 Net proceeds from sale of Star Gas Partnership units                     --          --       1,271
 Net proceeds from issuance of common stock                            2,064       2,400         610
 Net proceeds from issuance of preferred stock                            --      28,323          --
 Repayment of senior notes payable                                    (1,050)     (1,050)     (1,050)
 Repurchase of subordinated notes                                    (49,612)     (1,050)     (1,050)
 Redemption of preferred stock                                        (4,167)     (4,167)     (4,167)
 Repurchase of common stock                                              (39)         --          --
 Credit facility borrowings                                           51,000      16,000       5,000
 Credit facility repayments                                          (29,000)    (35,000)     (8,000)
 Net decrease (increase) in restricted cash                            3,000      (6,350)     (2,450)
 Cash dividends paid                                                 (17,702)    (14,336)     (7,020)
 Other                                                                   523      (3,301)     (2,815)
                                                                    --------    --------    --------
  Net cash provided by (used in) financing activities                (44,983)    (18,531)    (19,671)
                                                                    --------    --------    --------
 Net (decrease) in cash                                              (75,028)       (867)       (386)
 Cash at beginning of year                                            78,285       3,257       2,390
                                                                    --------    --------    --------
 Cash at end of year                                                $  3,257    $  2,390    $  2,004
                                                                    ========    ========    ========
Supplemental Disclosure of Cash Flow Information:
Cash paid during the year for:
 Interest                                                           $ 37,007    $ 33,879    $ 33,304
 Income taxes                                                            215         140         162
Noncash investing and financing activities:
 Issuance of notes payable                                                --          --          --
 Acquisitions                                                             --     (26,467)         --
 Asset conveyance to Star Gas Partnership                                 --      26,467          --
 Star Gas Partnership units received pursuant to asset conveyance         --      (3,467)         --
 Increase in tax liability from asset conveyance                          --       3,467          --
 Issuance of junior preferred stock pursuant to subordinated
  bond and cumulative redeemable preferred stock exchange                 --          --       1,216
 Increase in deferred charges                                             --          --      (1,216)
</TABLE>

See accompanying notes to consolidated financial statements.


                                       F-6
<PAGE>

               PETROLEUM HEAT AND POWER CO., INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                      (In thousands, except per share data)

(1) Summary of Significant Accounting Policies

Principles of Consolidation

The consolidated financial statements include the accounts of Petroleum Heat and
Power Co., Inc. ("Petro") and its subsidiaries ("the Company"), each of which is
wholly owned. The Company currently operates in twenty-six major markets in the
Northeast, including the metropolitan areas of Boston, New York City, Baltimore,
Providence, and Washington DC serving approximately three hundred and forty
thousand customers in those areas. Credit is granted to substantially all of
these customers with no individual account comprising a concentrated credit
risk.

The Company is primarily engaged in the retail distribution of #2 home heating
oil, related equipment services, and equipment sales to residential and
commercial customers. It operates from twenty-four branches / depots and
thirteen satellites primarily in the Northeast United States. #2 home heating
oil is principally used by the Company's residential and commercial customers to
heat their homes and buildings, and as a result, weather conditions have a
significant impact on the demand for the product. Actual weather conditions can
vary substantially from year to year, and accordingly can significantly affect
the Company's performance.

In addition, the Company through its wholly owned subsidiary Star Gas
Corporation ("Star Gas"), has a 40.5% equity interest in Star Gas, L.P. (the
"Partnership") which is being accounted for by the equity method. Additionally,
Star Gas is the general partner of the Partnership. The Partnership is primarily
engaged in the retail distribution of propane and related equipment and supplies
to residential, commercial, industrial, agricultural and motor fuel customers.
The Partnership believes that it is the eighth largest retail propane
distributor in the United States, serving approximately one hundred and
sixty-six thousand customers from fifty-five branch locations and thirty-two
satellite storage facilities in the Midwest and nineteen branch locations and
fourteen satellite storage facilities in the Northeast. The Partnership also
serves approximately thirty wholesale customers from its wholesale operation in
southern Indiana (see note 2 and 3).

Comprehensive Income

The Company's comprehensive income consists of net income and other
comprehensive income, the sole component of which is the minimum pension
liability adjustment.

Use of Estimates

The preparation of financial statements in accordance with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements, and
the reported amounts of revenue and expenses during the reporting period. Actual
results could differ from those estimates.

Revenue Recognition

Sales of fuel oil and heating equipment are recognized at the time of delivery
of the product to the customer or at the time of sale or installation. Revenue
from repairs and maintenance service is recognized upon completion of the
service. Payments received from customers for heating equipment service
contracts are deferred and amortized into income over the terms of the
respective service contracts, on a straight line basis, which generally do not
exceed one year.


                                       F-7
<PAGE>

               PETROLEUM HEAT AND POWER CO., INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                      (In thousands, except per share data)

(1) Summary of Significant Accounting Policies (Continued)

Equity Accounting for Star Gas Investment

The Company has accounted for its investment in the Partnership using the equity
method of accounting since the Partnership's initial public offering in December
1995 (see note 2 and 3). The Company believes that the equity method is
appropriate due to the Partnership Agreement which places significant
restrictions on the General Partner's authority to make Partnership decisions
such as possessing or assigning specific partnership property, admitting a new
partner, or transferring its interest as General Partner. The Partnership
Agreement also allows for the removal of the General Partner by a 2/3 vote of
the common unitholders. In addition, Petro has no voting rights, except to the
extent that the Company holds Common Units, which are minimal.

Inventories

Inventories are stated at the lower of cost or market using the first-in,
first-out method. The components of inventories were as follows at the dates
indicated:

                                      December 31,
                                 ---------------------
                                    1997        1998
                                    ----        ----
Fuel oil                         $   9,246   $  11,158
Parts and equipment                  7,039       6,376
                                 =========   =========
                                 $  16,285   $  17,534
                                 =========   =========

Property, Plant and Equipment

Property, plant and equipment are carried at cost. Depreciation is computed
using the straight-line method over the estimated useful lives of the assets.

Customer Lists and Deferred Charges

Customer lists are recorded at cost less accumulated amortization. Amortization
for the fuel oil customer lists is computed using the straight-line method with
90% of the cost amortized over six years and 10% of the cost amortized over 25
years.

Deferred charges include goodwill and payments related to covenants not to
compete. The covenants are amortized using the straight-line method over the
terms of the related contracts while goodwill is amortized using the
straight-line method over a twenty-five year period. Also included as deferred
charges are the costs associated with the issuance of the Company's subordinated
debt. Such costs are being amortized using the interest method over the lives of
the instruments.

The Company assesses the recoverability of intangible assets at the end of each
fiscal year and, when appropriate, at the end of each fiscal quarter, by
comparing the carrying values of such intangibles to market values, where a
market exists, supplemented by cash flow analyses to determine that the carrying
values are recoverable over the remaining estimated lives of the intangibles
through undiscounted future operating cash flows. When an intangible asset is
deemed to be impaired, the amount of impairment is measured based on market
values, as available, or by projected operating cash flows, using a discount
rate reflecting the Company's assumed average cost of funds.

Advertising Expenses

Advertising costs are expensed as they are incurred. Advertising expenses were
$2,947, $3,294 and $2,503 for 1996, 1997 and 1998 respectively.

Issuance of Stock by Subsidiaries

At the time a subsidiary sells its stock to an unrelated party a gain is
recognized only if there are no significant uncertainties regarding realization.

Customer Credit Balances

Customer credit balances represent payments received from customers pursuant to
a budget payment plan (whereby customers pay their estimated annual fuel charges
on a fixed monthly basis) in excess of actual deliveries billed.


                                       F-8
<PAGE>

               PETROLEUM HEAT AND POWER CO., INC. AND SUBSIDIARIES

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
                      (In thousands, except per share data)

(1) Summary of Significant Accounting Policies - (Continued)

Concentration of Revenue with Guaranteed Maximum Price Customers

Approximately 25% of the Company's heating oil volume is sold to individual
customers under an agreement pre-establishing the maximum sales price of oil
over a twelve month period. The maximum price at which oil is sold to these
capped-price customers is renegotiated in the Spring of each year in light of
then current market conditions. The Company currently enters into forward
purchase contracts and futures contracts for a substantial majority of the oil
it sells to these capped-price customers in advance and at a fixed cost. Should
events occur after a capped-sales price is established that increases the cost
of oil above the amount anticipated, margins for the capped-price customers
whose oil was not purchased in advance would be lower than expected, while those
customers whose oil was purchased in advance would be unaffected. Conversely,
should events occur during this period that decrease the cost of oil below the
amount anticipated, margins for the capped-price customers whose oil was
purchased in advance could be lower than expected, while those customers whose
oil was not purchased in advance would be unaffected or higher than expected.

For the year ended December 31, 1997 the Company purchased put options to hedge
the risk associated with a decrease in heating oil prices in situations where
forward purchase contracts and futures contracts had been entered into to match
capped-price customer commitments. The cost of acquiring these options was
recognized in cost of goods sold over the life of each option agreement. For the
year ended December 31, 1998 the Company did not purchase similar put options.

In accordance with SFAS No. 80, "Accounting for Futures Contracts," futures
contracts are classified as a hedge when the item to be hedged exposes the
company to price risk and the futures contract reduces that risk exposure.
Future contracts that relate to transactions that are expected to occur are
accounted for as a hedge when the significant characteristics and expected terms
of the anticipated transactions are identified and it is probable that the
anticipated transaction will occur. If a transaction does not meet the criteria
to qualify as a hedge, it is considered to be speculative. Any gains or losses
associated with futures contracts which are classified as speculative are
recognized in the current period. If a futures contract that has been accounted
for as a hedge is closed or matures before the date of the anticipated
transaction, the accumulated change in value of the contract is carried forward
and included in the measurement of the related transaction. Option contracts are
accounted for in the same manner as futures contracts. At December 31, 1997 and
1998 the Company had futures contracts to buy #2 home heating oil with notional
amounts totaling $11,925 and $17,406, and futures contracts to sell #2 home
heating oil with notional amounts totaling $5,061 and $0 respectively.

At December 31, 1997 the Company had put options outstanding with an aggregate
notional value of $14,438 to hedge the risk associated with approximately 50% of
the 33.8 million gallons of heating oil forward purchase contracts and 20.6
million gallons under futures contracts, that expired at various times with no
contract expiring later than April 1998. At December 31, 1998 the Company did
not have similar put options, but did have 15.7 million gallons of heating oil
forward purchase contracts and 38.8 million gallons of futures contracts, which
expire at various times with no contract expiring later than May 1999. The
unrealized losses on the Company's hedging activity was ($2.7) million and
($6.0) million at December 31, 1997 and 1998 respectively. This hedging activity
is designed to help the Company achieve its planned margins and represents
approximately 23% and 24% of the expected total #2 oil volume for the
corresponding 1997 and 1998 period.

The carrying amount of all hedging financial instruments at December 31, 1997
and 1998 was $488 and $3,009 respectively, and were included in Prepaid Expenses
on the Consolidated Balance Sheet. The risk that counterparties to such
instruments may be unable to perform is minimized by limiting the counterparties
to major oil companies and major financial institutions, including the New York
Mercantile Exchange. The Company does not expect any losses due to such
counterparty default.

Corporate Identity Expenses

Corporate identity expenses represent the costs associated with the Company's
brand identity program, implemented first in Long Island in 1996 and in the
Company's Metro New York and Mid Atlantic regions in 1997. These expenses
include the cost of repainting all delivery and service vehicles to reflect the
Company's new identity, and are expensed as they are incurred.


                                       F-9
<PAGE>

               PETROLEUM HEAT AND POWER CO., INC. AND SUBSIDIARIES

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
                      (In thousands, except per share data)

(1) Summary of Significant Accounting Policies - (Continued)

Star Gas Transaction Expenses

Star Gas transaction expenses represent costs incurred in association with the
Company's previously announced business combination with the Partnership (see
note 3). These expenses include legal, printing, advisory, and other
professional charges incurred to accomplish this business combination, and are
expensed as they are incurred. The Company estimates that it will incur a total
of $7.5 million to $8.5 million of costs associated with this transaction. If
this transaction is successfully completed, the Partnership will reimburse the
Company approximately $7.0 million for these expenses.

Environmental Costs

The Company expenses, on a current basis, costs associated with managing
hazardous substances and pollution in ongoing operations. The Company also
accrues for costs associated with the remediation of environmental pollution
when it becomes probable that a liability has been incurred and the amount can
be reasonably estimated.

Income Taxes

The Company files a consolidated Federal Income Tax return with its
subsidiaries. Deferred tax assets and liabilities are recognized for the future
tax consequences attributable to differences between the financial statement
carrying amount of assets and liabilities and their respective tax bases and
operating loss carryforwards. Deferred tax assets and liabilities are measured
using enacted tax rates expected to apply to taxable income in the years in
which those temporary differences are expected to be recovered or settled.

Basic and Diluted Earnings (Losses) per Common Share

The company computes basic and diluted earnings per share in accordance with the
requirements of the Financial Accounting Standards Board ("FASB") Statement of
Financial Accounting Standards ("SFAS") No. 128 - "Earnings Per Share". When the
impact of converting dilutive securities are antidilutive, the computation
treats such conversions as having no effect and presents basic and diluted
earnings per share as the same amount during periods with losses (see note 17).

Accounting Changes

In June 1997, the Financial Accounting Standards Board ("FASB") issued Statement
of Financial Accounting Standards ("SFAS") No. 130 - "Reporting Comprehensive
Income." SFAS No. 130 establishes standards for reporting and displaying changes
in equity that results from non-owner transactions and events. This statement is
effective for fiscal years beginning after December 15, 1997. The Company
adopted SFAS No. 130 and has made the appropriate disclosures.

In June 1997 the FASB issued SFAS No. 131 - "Disclosures about Segments of an
Enterprise and Related Information." SFAS No. 131 requires disclosures about
segments of an enterprise and related information such as the different types of
business activities and economic environments in which a business operates. This
statement is effective for fiscal years beginning after December 15, 1997. The
Company adopted SFAS No. 131 and in accordance with the Statement has disclosed
its only reportable segment.

In February 1998 the FASB issued SFAS No. 132 - "Employer's Disclosures about
Pensions and Other Postretirement Benefits." SFAS No. 132 attempts to
standardize the disclosure requirements for pensions and other postretirement
benefits. This statement is effective for fiscal years beginning after December
15, 1997. The Company adopted SFAS No. 132 and has made the appropriate
disclosures.

In June 1998 the FASB issued SFAS No. 133 - "Accounting for Derivative
Instruments and Hedging Activities." SFAS No. 133 establishes accounting and
reporting standards for derivative instruments, including certain derivative
instruments embedded in other contracts, and for hedging activities. This
statement is effective for all fiscal quarters of all fiscal years beginning
after June 15, 1999. The Company is assessing the impact and disclosure
requirements of SFAS No. 133.


                                      F-10
<PAGE>

               PETROLEUM HEAT AND POWER CO., INC. AND SUBSIDIARIES

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
                      (In thousands, except per share data)

(2) Star Gas Investment

In December 1993, the Company acquired an approximate 29.5% equity interest
(42.8% voting interest) in Star Gas for $16.0 million in cash. Each of the other
investors in Star Gas granted the Company an option, exercisable to December 31,
1998, to purchase such investor's interest in Star Gas. In December 1994, the
Company exercised its right to purchase the remaining outstanding common equity
of Star Gas by paying $3.8 million in cash and issuing approximately 2.5 million
shares ($22.1 million) of the Company's Class A Common Stock. The Company also
incurred $0.9 million of acquisition related cost in connection with the Star
Gas acquisition. The acquisition was accounted for as a purchase and accordingly
the purchase price was allocated to the underlying assets and liabilities based
upon the Company's estimate of their respective fair value at the date of
acquisition. The fair value of assets acquired was $141.3 million (including
$3.3 million in cash) and liabilities and preferred stock was $109.5 million.
The excess of the purchase price over the fair value of assets acquired and
liabilities assumed was $9.0 million and was being amortized over a period of
twenty-five years.

The Company's investment in Star Gas was accounted for using the equity method
from December 23, 1993 to December 7, 1994, at which time the Company exercised
its right to purchase the remaining outstanding common equity of Star Gas (the
"Star Gas Acquisition"). From December 8, 1994 to December 19, 1995 while Star
Gas was a wholly owned subsidiary of Petro, Star Gas operations, assets and
liabilities were included in the consolidated financial statements of the
Company.

In November 1995, Star Gas organized Star Gas Partners, L.P. a Delaware limited
partnership (the "Partnership") and Star Gas and the Partnership together
organized Star Gas Propane, L.P., a Delaware limited partnership ("Operating
Partnership"). In December 1995, Petro transferred substantially all of its
propane assets and liabilities to Star Gas, and Star Gas transferred ("Star Gas
Conveyance") substantially all of its assets (including the propane assets
transferred by Petro) in exchange for a general partnership interest in the
Operating Partnership and the assumption by the Operating Partnership of
substantially all of the liabilities of Star Gas. The total value of the assets
conveyed to the Operating Partnership was $156.5 million. Concurrently with the
Star Gas Conveyance, Star Gas issued approximately $85.0 million in First
Mortgage Notes to certain institutional investors. In connection with the Star
Gas Conveyance, the Operating Partnership assumed $91.5 million of Star Gas
liabilities including the $85.0 million of First Mortgage Notes; however, Star
Gas retained approximately $83.7 million in cash from the proceeds of the First
Mortgage Notes. As a result of the foregoing transactions ("1995 Star Gas
Transaction"), Star Gas received a 46.5% equity interest in the Partnership, and
Petro received distributions from the public sale of 2.6 million Master Limited
Partnership units at $20.46 per share for $51.0 million in cash. In order for
the Partnership to begin operations with $6.2 million of working capital, Star
Gas and the Operating Partnership agreed that the amount of debt assumed by the
Operating Partnership would be adjusted upward or downwards to the extent that
the working capital of the Operating Partnership at closing was more or less
than $6.2 million. At closing, the net working capital of the Operating
Partnership was $9.2 million and as a result, $3.0 million was paid to Petro in
January 1996.

In accordance with the Company's accounting policies, the Company deferred the
gain of approximately $20.0 million for this transaction because the Company
holds subordinate units which do not have a readily ascertainable market price
creating an uncertainty regarding realization, and due to the fact that Star Gas
as general partner had a $6.0 million additional capital contribution obligation
to enhance the Partnership's ability to make quarterly distributions on the
common units (at December 31, 1998, these funds were no longer restricted at the
Star Gas level and had been released to Petro since the quarterly guarantee
provisions were fulfilled). The Company will recognize the gain from this
transaction when the Company's subordinated units convert into common units in
accordance with the terms of the partnership agreement. In general, full
conversion of subordinated units to common units will take place no earlier than
the first day of any quarter beginning on or after January 1, 2001, based upon
the satisfaction of certain performance criteria for a period of at least three
non-overlapping consecutive four-quarter periods immediately preceding the
conversion date.

In October 1997, Star Gas acquired the outstanding stock of an unaffiliated Ohio
propane company ("1997 Star Gas Transaction") and in an equal exchange
subsequently transferred all of such assets to the Partnership for the
assumption of $23 million of debt incurred by Star Gas in connection with this
acquisition, a 0.00027% general partnership interest in the Partnership along
with one hundred and forty-eight thousand Partnership common units, and the
assumption by Star Gas of approximately $3.5 million of future income tax
liabilities resulting from this asset conveyance. Subsequently in December 1997,
the Company sold twenty-four thousand common units and in January 1998 sold
sixty-three thousand common units.


                                      F-11
<PAGE>

               PETROLEUM HEAT AND POWER CO., INC. AND SUBSIDIARIES

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
                      (In thousands, except per share data)

(2) Star Gas Investment (Continued)

As a result of the Partnership's secondary public offering in December 1997 a
difference of $2.4 million between the Company's carrying value of its
investment in the Partnership and its ownership percentage of the underlying net
assets of the Partnership, is being amortized to income over twenty-five years.
As of December 31, 1998 Petro has, through Star Gas, a 40.5% equity interest in
the Partnership and Star Gas is its general partner.

(3) Star Gas / Petro Transaction

On October 23, 1998, the Partnership and Petro jointly announced that they have
signed a definitive merger agreement pursuant to which Petro would be acquired
by the Partnership and would become a wholly-owned subsidiary of the Partnership
("the Star Gas/Petro transaction"). It is anticipated that this acquisition will
be accounted for using the purchase method of accounting. This transaction would
be effected through Petro shareholders exchanging their approximate 26.5 million
shares of Petro Common Stock for an approximate 3.2 million limited partnership
units and General Partnership units of the Partnership which will be
subordinated to the existing Common Units of the Partnership.

Of the 3.2 million subordinated Partnership units anticipated to be distributed
to Petro shareholders, 2.5 million will be Senior Subordinated Units and 0.7
million will be Junior Subordinated Units and General Partnership Units. The
Senior Subordinated Units will be publicly registered and tradable (they are
expected to be listed on the New York Stock Exchange) and will be subordinated
in distributions to the Partnership's Common Units. The Junior Subordinated
Units and General Partnership Units will not be registered nor publicly tradable
and will be subordinated to both the Common Units and the Senior Subordinated
Units. The Senior Subordinated Units will be exchanged with holders of Petro's
Class A and Class C Common Stock, other then shares held by Audrey Sevin, Irik
Sevin, and two corporations controlled by Wolfgang Traber, whose shares will be
exchanged for Junior Subordinated Units and General Partnership Units.

Pursuant to the partnership subordination provision, distributions on the
Partnership's Senior Subordinated Units may be made only after distributions of
Available Cash on Common Units meet the Minimum Quarterly Distribution ("MQD")
requirement. Distributions on the Partnership's Junior Subordinated Units and
General Partner Units may be made only after distributions of Available Cash on
Common Units and Senior Subordinated Units meet the MQD requirement. The
Subordination Period will generally extend until the Partnership earns and pays
its MQD for three years. As a condition of the Star Gas/Petro transaction, the
Partnership agreement will be amended so that no distribution will be paid on
the Senior Subordinated Units, Junior Subordinated Units, or the General Partner
Units except to the extent Available Cash is earned from operations beginning
with the quarter ending December 31, 1999. The first possible distribution is
February 2000.

Like many other publicly traded master limited partnerships, the Partnership
contains a provision which provides the General Partner with incentive
distributions in excess of certain targeted amounts. This provision will be
modified so that should there be any such incentive distributions, they will be
made pro rata to the holders of Senior Subordinated Units, Junior Subordinated
Units, and General Partner Units. In connection with the Star Gas/Petro
transaction, the Senior Subordinated Units, Junior Subordinated Units and
General Partnership Units can earn, pro rata, 0.3 million additional Senior
Subordinated Units each year that Petro meets certain financial goals to a
maximum of 0.9 million additional Senior Subordinated Units.


                                      F-12
<PAGE>

               PETROLEUM HEAT AND POWER CO., INC. AND SUBSIDIARIES

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
                      (In thousands, except per share data)

(3) Star Gas / Petro Transaction (Continued)

In connection with the Star Gas/Petro transaction, the Partnership intends to
raise approximately $170 million through a public offering of Common Units and
$90 million through a private offering of debt securities. The net proceeds from
these offerings will be used primarily to redeem approximately $240 million in
Petro public and private debt and preferred stock. Any such offering will be
made only by means of a prospectus or in transactions not requiring registration
under securities laws.

In October 1998, Petro completed an exchange offer with the holders of its 10
1/8% notes, 9 3/8% debentures, and 12 1/4% debentures and entered into
individually negotiated agreements with the holders of its 12 7/8% preferred
stock. In the debt exchange offer and preferred stock agreements, the holders of
approximately 98.5% in aggregate principal amount and liquidation preference of
Petro's public debt and preferred stock exchanged those securities for a like
principal amount and liquidation preference of new securities, the terms of
which are in all material respects the same as the terms of the old securities,
except that (1) the new debt securities are senior to the old debt securities,
and (2) the terms of the new debt securities and the new preferred stock (i)
give Petro the right to redeem these securities at the closing of the Star Gas /
Petro transaction but not later than April 1, 1999 at; 103.5% of face value for
the new 12 1/4% debentures; 100% of face value for the new 10 1/8% notes; 100%
of face value for the new 9 3/8% debentures; and $23.00 per share for the new 12
7/8% preferred stock; and (ii) eliminate substantially all covenants from the
indentures under which the old debt securities were issued. The tendering
holders of the old 12 7/8% preferred stock have also granted Petro an
irrevocable proxy to vote all their shares of preferred stock in favor of the
acquisition proposal at the special meeting.

In the debt exchange offer, Petro issued an aggregate 0.8 million shares of
junior convertible preferred stock (convertible to Petro Class A Common Stock on
a share for share basis) to the tendering holders. At the completion of the
transaction, those shares will be exchanged into an aggregate 0.1 million
Partnership Common Units in the merger. Holders of these shares have also
granted Petro an irrevocable proxy or have agreed to vote these shares in favor
of the acquisition proposal.

Petro currently has a 40.5% equity interest in the Partnership representing its
2.4 million Subordinated Units and a 2.0% interest in the Partnership or the
equivalent of 0.1 million units. As part of the Transaction, these units will be
contributed to the Partnership by Petro in exchange for one hundred and three
thousand Common Units and approximately 2.0 million Senior Subordinated Units.
The Common Units will be exchanged by Petro with the holders of Petro Junior
Convertible Preferred Stock and the Senior Subordinated Units ultimately be
exchanged with a portion of the holders of Petro's Common Stock. After
completion of the Star Gas/Petro transaction, the Petro shareholders will own
approximately 20% of the Partnership's equity through Subordinated Units and
General Partnership Units. The holders of the Partnership's Common Units
(including an estimated 8.9 million Common Units that will be sold in the
Partnership's $170 million public offering) will own an approximate aggregate
80% equity interest in the Partnership following the completion of the
transaction. The General Partner of the Partnership will be a newly organized
Delaware limited liability company that will be owned by certain officers and
directors of Petro consisting of Irik Sevin, Audrey Sevin and two entities
affiliated with Wolfgang Traber.

The completion of the Star Gas/Petro Transaction is subject to the receipt of
regulatory approvals, the approval of Star's non-affiliated Common unitholders
and non-affiliated Petro shareholders and other necessary partnership and
corporate approvals, as well as the successful completion of the debt and equity
offerings.


                                      F-13
<PAGE>

               PETROLEUM HEAT AND POWER CO., INC. AND SUBSIDIARIES

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
                      (In thousands, except per share data)

(4) Property, Plant and Equipment

The components of property, plant and equipment and their estimated useful lives
were as follows at the indicated dates:

                                       December           
                                  -----------------      Estimated
                                    1997      1998      Useful Lives
                                  --------  -------    --------------
Land                              $  2,088    2,088
Buildings                            5,641    6,672       20-45 years
Fleet and other equipment           38,065   38,811         3-7 years
Tanks and equipment                  1,460    1,932        8-20 years
Furniture and fixtures              18,678   19,757         5-7 years
Leasehold improvements               7,465    7,719    Term of leases
                                  --------  -------
                                    73,397   76,979

Less accumulated depreciation       42,782   48,855
                                  --------  -------
                                  $ 30,615  $28,124
                                  ========  =======

(5) Notes Payable and Other Long-Term Debt

Notes payable and other long-term debt, including working capital borrowings and
current maturities of long-term debt, consisted of the following at the
indicated dates:

<TABLE>
<CAPTION>
                                                                             December 31,
                                                                          -----------------
                                                                            1997      1998
                                                                            ----      ----
<S>                                                                       <C>       <C>    
Notes payable to banks under credit facility (a)                          $ 3,000   $    --
Notes payable in connection with the purchase of fuel oil dealers and
 other notes payable, due in monthly, quarterly and annual installments
 with interest at various rates ranging from 8% to 15% per annum,
 maturing at various dates through the year 2004                           16,798    14,302
                                                                          -------   -------
                                                                           19,798    14,302

Less current maturities, including working capital borrowings               3,291     5,921
                                                                          -------   -------
                                                                          $16,507   $ 8,381
                                                                          =======   =======
</TABLE>

a)    Pursuant to the July 1998 extension of the Credit Agreement as restated
      and amended (Credit Agreement), the Company may borrow up to $47.0 million
      under a working capital revolving credit facility with a sublimit under a
      borrowing base established weekly. Amounts borrowed under the working
      capital revolving credit facility are subject to a 60 day clean-up
      requirement during the period April 1 to September 30 of each year, and
      this portion of the Credit Agreement expires on June 29, 1999. The Company
      pays a facility fee of 0.5% on the unused portion of this facility. At
      December 31, 1998, no amount was outstanding under the working capital
      revolving credit facility.

      The Credit Agreement also includes a $14.1 million acquisition letter of
      credit facility all of which has been used to support notes given to
      certain sellers of heating oil companies. The Credit Agreement provides
      that on June 30, 1998 and June 29, 1999 that 83.3% and 100% respectively,
      of the facility outstanding be cash collateralized. As of December 31,
      1998 $11.8 million (83.3%) of this facility has been cash collateralized
      in accordance with the agreement.

      Interest under the Credit Agreement is payable monthly on the working
      capital revolving credit facility and is based upon a floating rate
      selected by the Company of either the Eurodollar Loan Rate or the
      Alternate Base Rate, plus 50 to 125 basis points on Alternate Base Rate
      Loans and 175 to 250 basis points on Eurodollar Loans, based upon the
      Interest Coverage Ratio (as defined in the Credit Agreement). Eurodollar
      Loan Rate means the prevailing rate in the interbank Eurodollar market
      adjusted for reserve requirements. Alternate Base Rate means the greater
      of (i) the prime or base rate of The Chase Manhattan Bank in effect or
      (ii) the Federal funds rate in effect plus 1/2 of 1%. The weighted average
      rate for 1997 and 1998 was 7.75% and 7.62% respectively.

      The fees for the Credit Agreement acquisition letters of credit range from
      225 to 300 basis points based upon the same ratio as that used for the
      working capital revolving credit facility. To the extent that the letters
      of credit are cash collateralized the fee is reduced to 25 basis points.


                                      F-14
<PAGE>

               PETROLEUM HEAT AND POWER CO., INC. AND SUBSIDIARIES

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
                      (In thousands, except per share data)

(5)   Notes Payable and Other Long-Term Debt - (Continued)

      Under the terms of the Credit Agreement, the Company is restricted from
      incurring any indebtedness except subordinated debt and certain other
      indebtedness specifically authorized, if certain ratios of EBITDA to
      interest are met. The Company is also restricted from amongst other
      things, in paying common cash dividends and making acquisitions of other
      companies, as well as not selling, transferring, or conveying customer
      lists except, among other exceptions, from a sale where the net cash
      proceeds are used to cash collateralize the acquisition letters of credit.
      The Credit Agreement also provides that the Company is required to
      maintain certain minimum levels of cash flow and EBITDA, as well as
      certain ratios of EBITDA to net interest expense, and limits the total
      amount of capital expenditures to $4.0 million per four consecutive
      quarters. In the event of noncompliance with certain of the covenants, the
      bank has the right to declare all amounts outstanding to be due and
      payable immediately.

      As collateral for the Credit Agreement the Company granted to the lenders
      a security interest in its receivables which at December 31, 1998 was
      $56,845.

      The Company expects to renew or replace the working capital revolving
      credit facility prior to June 29, 1999. Based on this expected renewal and
      the Company's working capital position and expected net cash to be
      provided by operating activities, the Company expects to be able to meet
      all of its obligations in 1999.

Aggregate annual maturities including working capital borrowings, but excluding
the requisite $2.5 million acquisition letter of credit facility cash
collateralization due in June 1999 are as follows as of December 31, 1998:

Years Ending
December 31,
------------
    1999          $ 5,921
    2000          $ 8,141
    2001               60
    2002               60
    2003               60
Thereafter             60
                  -------
                  $14,302
                  =======

(6)   Senior, Senior Subordinated, and Subordinated Notes Payable

Senior, Senior Subordinated, and Subordinated Notes Payable at the dates
indicated, consisted of:

<TABLE>
<CAPTION>
                                                                         December 31,
                                                                     -------------------
                                                                       1997       1998
                                                                       ----       ----
<S>                                                                  <C>        <C>     
10.90%  Senior Notes (a)                                             $ 60,000   $ 60,000
14.10%  Senior Subordinated and Senior Notes (b)                        8,300      6,200
10 1/8% Senior Subordinated and Subordinated Notes (c)                 50,000     50,000
9 3/8%  Senior Subordinated and Subordinated Debentures (d)            75,000     75,000
12 1/4% Senior Subordinated and Subordinated Debentures (e)            81,250     81,250
                                                                     --------   --------

Total Senior, Senior Subordinated, and Subordinated Notes Payable     274,550    272,450

  Less short-term Senior Subordinated Notes (b)                         1,050      1,050
  Less short-term Senior Notes (b)                                      1,050      1,050
  Less long-term Senior Notes (a)(b)                                   63,100     62,050
                                                                     --------   --------

Total long-term Senior Subordinated and Subordinated Notes Payable   $209,350   $208,300
                                                                     ========   ========
</TABLE>

In October 1998, Petro completed an exchange offer with the holders of its 10
1/8% notes, 9 3/8% debentures, and 12 1/4% debentures. In the debt exchange
offer the holders of approximately 98.5% in aggregate principal amount of
Petro's public debt exchanged those securities for a like principal amount of
new securities, the terms of which are in all material respects the same as the
terms of the old securities, except that (1) the new debt securities are senior
to the old debt securities, and (2) the terms of the new debt securities (i)
give Petro the right to redeem these securities at the closing of the Star Gas /
Petro transaction but not later than April 1, 1999 at; 103.5% of face value for
the new 12 1/4% debentures; 100% of face value for the new 10 1/8% notes; and
100% of face value for the new 9 3/8% debentures; and (ii) eliminate
substantially all covenants from the indentures under which the old debt
securities were issued.


                                      F-15
<PAGE>

               PETROLEUM HEAT AND POWER CO., INC. AND SUBSIDIARIES

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
                      (In thousands, except per share data)

(6)   Senior, Senior Subordinated, and Subordinated Notes Payable - (Continued)

a)    On September 1, 1988, the Company authorized the issuance of $60.0 million
      of Subordinated Notes originally due October 1, 1998 bearing interest
      payable semiannually at an average rate of 11.96% ("11.96% Notes"). In
      connection with the Company's 9 3/8% Subordinated Debenture offering in
      February 1994 (see note 6d) $30.0 million of the 11.96% Notes became
      ranked as senior debt. In February 1997 the Company entered into
      agreements ("Private Debt Modification") to among other things, exchange
      $30.0 million of the 11.96% Notes then ranked as subordinated debt for
      senior debt, and to extend the maturity date of the 11.96% Notes from
      October 1, 1998 to October 1, 2002 with $15.0 million sinking fund
      payments due on October 1, 2000 and October 1, 2001 and the remaining
      $30.0 million balance due on October 1, 2002. The Company paid
      approximately $1.1 million in fees and expenses to obtain such
      modifications. In addition, effective October 1, 1998, the interest on
      these notes were lowered to 10.9%. The debt instruments were not
      considered to be substantially different since the cash flow effect on a
      present value basis was less than 10 percent. Accordingly, the
      modification was not accounted for as an extinguishment of debt. All such
      notes are redeemable at the option of the Company, in whole or in part
      upon payment of a premium rate as defined.

b)    On January 15, 1991, the Company authorized the issuance of $12.5 million
      of 14.10% Subordinated Notes due January 15, 2001 bearing interest payable
      quarterly. In connection with the Company's 9 3/8% Subordinated Debenture
      offering in February 1994 (see note 6d) $6.25 million of these notes
      became ranked as senior debt. The notes are redeemable at the option of
      the Company, in whole or in part upon payment of a premium rate as
      defined. On each January 15th commencing 1996 and ending January 15, 2000,
      the Company is required to repay $2.1 million of these Notes. The
      remaining principal of $2.0 million is due on January 15, 2001. No premium
      is payable in connection with these required payments.

c)    On April 6, 1993, the Company issued $50.0 million of 10 1/8% Subordinated
      Notes due April 1, 2003 which are redeemable at the Company's option, in
      whole or in part, at any time on or after April 1, 1998 upon payment of a
      premium rate as defined. Interest is payable semiannually.

d)    On February 3, 1994, the Company issued $75.0 million of 9 3/8%
      Subordinated Debentures due February 1, 2006 which are redeemable at the
      Company's option, in whole or in part, at any time on or after February 1,
      1999 upon payment of a premium rate as defined. Interest is payable
      semiannually.

      In connection with the offering of its 9 3/8% Subordinated Debentures, the
      Company received consents of the holders of a majority of each class of
      subordinated debt and redeemable preferred stock (see note 8) to certain
      amendments to the respective agreements. In consideration for the
      consents, the Company paid holders of certain subordinated debt a cash
      payment of $0.6 million and caused approximately $42.6 million of the
      subordinated debt at December 31, 1994 to be ranked as senior debt. In
      addition, the Company agreed to increase dividends on the redeemable
      preferred stock by $2.00 per share per annum. The Company also paid
      approximately $1.5 million in fees and expenses to obtain such consents.

e)    On February 3, 1995, the Company issued $125.0 million of 12 1/4%
      Subordinated Debentures due February 1, 2005 which are redeemable at the
      Company's option, in whole or in part, at any time on or after February 1,
      2000 upon payment of a premium rate as defined. On February 5, 1996, a
      portion of the proceeds received as a result of the Star Gas MLP Offering
      (see note 2) were used to retire $43.8 million of the $125.0 million 12
      1/4% Subordinated Debentures. The Company paid $4.8 million, representing
      an 11% premium to retire this portion of the debt. Interest on these
      debentures is payable semi-annually.

Expenses connected with the above outstanding offerings, and amendments thereto,
amounted to approximately $15.8 million, which includes $1.2 million paid in
debt consents permitting the Star Gas MLP Offering (see note 2). At December 31,
1997 and 1998, the unamortized balances relating to notes still outstanding
amounted to approximately $8.4 million and $7.0 million respectively, and such
balances are included in Deferred Charges and Pension Costs on the Consolidated
Balance Sheet.


                                      F-16
<PAGE>

               PETROLEUM HEAT AND POWER CO., INC. AND SUBSIDIARIES

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
                      (In thousands, except per share data)

(6)   Senior, Senior Subordinated, and Subordinated Notes Payable - (Continued)

Aggregate annual maturities including sinking fund payments at December 31, 1998
are as follows:

Years Ended
December 31,
------------
   1999         $  2,100
   2000           17,100
   2001           17,000
   2002           30,000
   2003           50,000
Thereafter       156,250
                --------
                $272,450
                ========

The Company has substantial repayment obligations on indebtedness that become
due beginning in the year 2000. If the proposed Star Gas / Petro Transaction
(see note 3) is completed, these obligations are expected to be refinanced on or
before their maturities. In the event that such transaction does not occur, the
Company will explore alternatives including the repayment or refinancing of such
maturities. If such alternatives cannot be effected, it could have a material
adverse affect on the Company.

Total accrued interest on notes payable, and senior and subordinated notes which
were included in accrued expenses and other liabilities were $10,664 and $10,160
at December 31, 1997 and 1998 respectively.

(7)   Common Stock and Common Stock Dividends

The Company's outstanding Common Stock consists of Class A Common Stock, Class B
Common Stock and Class C Common Stock, each with various designations, rights
and preferences.

Holders of Class A Common Stock and Class C Common Stock have identical rights,
except that holders of Class A Common Stock are entitled to one vote per share
and holders of Class C Common Stock are entitled to ten votes per share. Holders
of Class B Common Stock do not have voting rights, except as required by law, or
in certain limited circumstances.

The following table summarizes the cash dividends declared on Common Stock and
the cash dividends declared per common share for the years indicated:

                                       Years Ended December 31,
                                     ----------------------------
Cash dividends declared                 1996       1997     1998
                                        ----       ----     ----
  Class A                            $  13,789  $   7,019  $   --
  Class C                                1,559        779      --
Cash dividends declared per share
  Class A                            $     .60  $     .30  $   --
  Class C                                  .60        .30      --

Under the Company's most restrictive dividend limitation imposed by certain debt
covenants, $31.6 million was available at December 31, 1998 for the payment of
dividends on all classes of Capital Stock. Under these covenants the amount
available for dividends is increased each quarter by 50% of the cash flow, as
defined, for the previous fiscal quarter, and by the new issuance of capital
stock. Notwithstanding these covenants, the Company is however currently
restricted from paying common stock dividends under its bank credit agreement.

On October 1, 1995 the Company began offering a Dividend Reinvestment and Stock
Purchase Plan which provides holders of the Company's Class A Common Stock and
Class C Common Stock a vehicle to reinvest their dividends and purchase
additional shares of Class A Common Stock at a 5% discount from the current
market price without incurring any fees. In addition, optional cash deposits
receive a 3% discount from the market price. Pursuant to the plan offering,
three hundred and two thousand, six hundred and ninety-one thousand, and two
hundred and seventy-one thousand additional Class A Common Shares were issued in
1996, 1997, and 1998 respectively.


                                      F-17
<PAGE>

               PETROLEUM HEAT AND POWER CO., INC. AND SUBSIDIARIES

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
                      (In thousands, except per share data)

(8)   Preferred Stock, Redeemable Preferred Stock and Exchangeable Preferred
      Stock

The Company entered into agreements dated as of August 1, 1989 with John Hancock
Mutual Life Insurance Company and Northwestern Mutual Life Insurance Company to
sell up to two hundred and fifty thousand shares of its Redeemable Preferred
Stock, par value $0.10 per share, at a price of one hundred dollars per share,
which shares are exchangeable into Subordinated Notes due August 1, 1999 ("1999
Notes").

On August 1 of each year, one-sixth of the number of originally issued shares of
each series of Redeemable Preferred shares outstanding, less the number of
shares of such series previously exchanged for 1999 Notes, are to be redeemed,
with the final redemption occurring on August 1, 1999. The redemption price is
one hundred dollars per share plus all accrued and unpaid dividends to such
August 1. As of December 31, 1997 and 1998, eighty-three thousand shares and
forty-two thousand shares respectively were outstanding of which forty-two
thousand shares were reflected as current.

In February 1997 the Company issued one million two hundred thousand shares of
its 12 7/8% Exchangeable Preferred Stock ("Exchangeable Preferred Stock") due
February 15, 2009, par value $0.10 per share, at a price of twenty-five dollars
per share. The Company incurred $1,678 of offering costs in connection with this
preferred stock issuance. Dividends are payable on these shares on February 15,
May 15, August 15 and November 15 of each year. These shares are callable at
twenty-three dollars per share at the closing of the Star Gas / Petro
transaction but not later than April 1, 1999 otherwise, the liquidation
preference on the Exchangeable Preferred Stock is twenty-five dollars per share,
and they are redeemable at the option of the Company in whole or in part, at any
time on or after February 15, 2002 upon payment of a premium rate as defined.
Subject to certain conditions the Company may also issue an additional eight
hundred thousand shares of Exchangeable Preferred Stock. Also, on any scheduled
dividend payment date on or after February 15, 2000 at the Company's option
these Exchangeable Preferred Stock may be exchanged into 12 7/8% Junior
Subordinated Exchangeable Debentures due 2009. At December 31, 1997 and 1998
$30.0 million of Exchangeable Preferred Stock was outstanding.

In August and September of 1998 the Company issued seven hundred and
eighty-seven thousand of no par value preferred stock ("Junior Convertible
Preferred Stock") in connection with the Star Gas / Petro transaction. These
shares were issued in addition to other consideration, for the early redemption
rights of its 9 3/8% Subordinated Debentures, 10 1/8% Subordinated Notes, 12
1/4% Subordinated Debentures and 12 7/8% Exchangeable Preferred Stock (see note
3). The Company issued such holders three and thirty-seven one-hundredths shares
of Junior Convertible Preferred Stock for each thousand dollars in principal
amount or liquidation preference of such securities. Each share of Junior
Convertible Preferred Stock will be exchangeable into thirteen one-hundredths of
a Partnership Common Unit at the conclusion of the Star Gas/Petro transaction
representing a maximum of approximately one hundred and three Common Units.
Should the transaction not be consummated, the Junior Convertible Preferred
Stock will be convertible into a like number of Class A Common Stock (see note
3).

Preferred dividends of $2,389, $4,644 and $5,057 were declared on all classes of
preferred stock in 1996, 1997, and 1998 respectively.

Aggregate annual maturities of Redeemable Preferred Stock and Exchangeable
Preferred Stock are as follows as of December 31, 1998:

Years Ended
December 31
-----------
    1999         $ 4,167
    2000              --
    2001              --
    2002              --
    2003              --
Thereafter        30,000
                 -------
                 $34,167
                 =======


                                      F-18
<PAGE>

               PETROLEUM HEAT AND POWER CO., INC. AND SUBSIDIARIES

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
                      (In thousands, except per share data)

(9)   Pension Plans

Effective December 31, 1996 the Company consolidated all of its defined
contribution pension plans and froze the benefits for nonunion personnel covered
under defined benefit pension plans. In the third quarter of 1997 the Company
froze the benefits of its New York City union defined benefit pension plan as a
result of operation consolidations. In freezing the defined benefit pension
plans and the New York City union defined benefit pension plan the Company
incurred $557 and $654 of expenses in 1996 and 1997 respectively, for pension
curtailment costs relating to the amortization of certain previously
unrecognized pension expenses.

The defined benefit and defined contribution plans covered substantially all of
the Company's nonunion employees. Benefits under the frozen defined benefit
plans were generally based on years of service and each employee's compensation.
Benefits under the consolidated defined contribution plan are based on an
employees compensation. Pension expense under all non-union plans for the years
ended December 31, 1996, 1997 and 1998 was $4,350, $4,036 and $4,428
respectively, net of amortization of the pension obligation acquired.

The following tables provide a reconciliation of the changes in the plans'
benefit obligations, fair value of assets, and a statement of the funded status
at the indicated dates:

<TABLE>
<CAPTION>
                                                                     December 31,
                                                                 --------------------
Reconciliation of Benefit Obligations                              1997        1998
                                                                   ----        ----
<S>                                                              <C>         <C>     
Benefit obligations at beginning of year                         $ 29,323    $ 29,258
Service cost                                                          116          --
Interest cost                                                       1,895       1,930
Actuarial (gain) loss                                                 977         (63)
Benefit payments                                                   (1,384)     (1,547)
Settlements                                                        (1,669)     (2,201)
                                                                 --------    --------
Benefit obligation at end of year                                $ 29,258    $ 27,377
                                                                 ========    ========

Reconciliation of Fair Value of Plan Assets
Fair value of plan assets at beginning of year                   $ 20,367    $ 22,292
Actual return on plan assets                                        2,780       2,561
Employer contributions                                              2,458         615
Benefit payments                                                   (1,384)     (1,547)
Settlements                                                        (1,929)     (2,883)
                                                                 --------    --------
Fair value of plan assets at end of year                         $ 22,292    $ 21,038
                                                                 ========    ========

<CAPTION>
Funded Status                                               1996         1997         1998
                                                            ----         ----         ----
<S>                                                       <C>          <C>          <C>     
Benefit obligation                                        $ 29,323     $ 29,258     $ 27,377
Fair value of plan assets                                   20,367       22,292       21,038
Unrecognized transition (asset) obligation                     (65)         (52)         (39)
Unrecognized prior service cost                                453           --           --
Unrecognized net actuarial (gain) loss                       6,812        5,807        4,776
                                                          --------     --------     --------
Prepaid (accrued) benefit cost prior to additional
 liability                                                  (1,756)      (1,211)      (1,602)
Amount included in comprehensive income                      6,065        4,646        4,737
                                                          --------     --------     --------
Prepaid (accrued) benefit cost                            $ (7,821)    $ (5,857)    $ (6,339)
                                                          ========     ========     ========

Components of Net Periodic Benefit Cost

Service cost                                              $  1,630     $    116     $     --
Interest cost                                                1,974        1,895        1,930
Expected return on plan assets                               1,573        1,787        1,846
Amortization of unrecognized transition (asset)
 obligation                                                     60          (13)         (13)
Amortization of prior service cost                              76           49           --
Recognized net (gains) losses                                  678          369          160
Settlement (gain) loss                                          --          344          572
Curtailment (gain) loss                                        557          404           --
                                                          --------     --------     --------
Net periodic benefit cost after curtailments
 and settlements                                          $  3,402     $  1,377     $    803
                                                          ========     ========     ========

Weighted-Average Assumptions Used in the Measurement of
the Company's Benefit Obligation as of December 31,

Discount rate                                                  6.5%         6.5%         6.5%
Expected return on plan assets                                 8.5%         8.5%         8.5%
Rate of compensation increase                                  4.0%         N/A          N/A
</TABLE>


                                      F-19
<PAGE>

               PETROLEUM HEAT AND POWER CO., INC. AND SUBSIDIARIES

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
                      (In thousands, except per share data)

(9)   Pension Plans - (Continued)

In addition, the Company made contributions to union-administered pension plans
during the years ended December 31, 1996, 1997 and 1998 of $2,996, $2,508, and
$1,991 respectively.

The Company recorded an additional minimum pension liability for underfunded
plans of $4,698 as of December 31, 1998, representing the excess of unfunded
accumulated benefit obligations over plan assets. A corresponding amount is
recognized as an intangible asset except to the extent that these additional
liabilities exceed the related unrecognized prior service costs and net
transition obligation, in which case the increase in liabilities is charged as a
reduction of stockholders' equity of $4,737 as of December 31, 1998.

In connection with the purchase of shares of a predecessor company as of January
1, 1979 by a majority of the Company's present holders of Class C Common Stock,
the Company assumed a pension liability in the aggregate amount of $1,512 as
adjusted, representing the excess of the actuarially computed present value of
accumulated vested plan benefits over the net assets available for such
benefits. Such liability, which amounted to $1,108 and $1,082 at December 31,
1997 and 1998 is being amortized over 40 years and is included in supplemental
benefits and other long-term liabilities at those dates.

Under a 1992 supplemental benefit agreement, Malvin P. Sevin, the Company's then
Chairman and Co-Chief Executive Officer, was entitled to receive $25 per month
for a period of one hundred twenty months following his retirement. In the event
of his death, his designated beneficiary is entitled to receive such benefit.
Mr. Sevin passed away in December 1992, prior to his retirement. The amounts
accrued for such benefit payable net of payments made at December 31, 1997 and
1998 were $1,204, and $1,005 respectively and are included in supplemental
benefits and other long-term liabilities on the balance sheets at those dates.

(10)  Leases

The Company leases office space and other equipment under noncancelable
operating leases which expire at various times through 2017. Certain of the real
property leases contain renewal options and require the Company to pay property
taxes.

The future minimum rental commitments at December 31, 1998 for all operating
leases having an initial or remaining noncancelable term of one year or more are
as follows:

Years Ending   Operating
  December      Leases
------------   ---------
       1999    $  4,333
       2000       3,763
       2001       3,194
       2002       3,437
       2003       3,292
 Thereafter      19,056
               --------
               $ 37,075
               ========
              
Rental expense under operating leases for the years ended December 31, 1996,
1997 and 1998 was $6,461, $7,475, and $6,621 respectively.


                                      F-20
<PAGE>

               PETROLEUM HEAT AND POWER CO., INC. AND SUBSIDIARIES

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
                      (In thousands, except per share data)

(11)  Income Taxes

Income tax expense was comprised of the following for the indicated periods:

                   Years Ended December 31,
                 ---------------------------
                  1996       1997       1998
                  ----       ----       ----
Current:
Federal          $   -      $   -      $   -
State              500        500        400
                   ---        ---        ---
                 $ 500      $ 500      $ 400
                  ====       ====       ====

The sources of deferred income tax expense (benefit) and the tax effects of each
were as follows:

<TABLE>
<CAPTION>
                                                                          Years Ended December 31,
                                                                       -----------------------------
                                                                         1996       1997       1998
                                                                       -------    -------    -------
<S>                                                                    <C>        <C>        <C>     
Excess of book over tax (tax over book) depreciation                   $   (81)   $  (227)   $  (432)
Excess of book over tax amortization expense                            (2,051)    (2,490)    (2,727)
Excess of book over tax vacation expense                                  (180)      (107)       (12)
Excess of book over tax restructuring expense                             (206)      (618)       254
(Excess of book over tax) tax over book bad debt expense                   (41)        37         12
(Excess of book over tax) tax over book supplemental benefit expense       (14)        14         20
 Equity in income (loss) of Star Gas Partnership                         2,597      1,037     (1,048)
 Other, net                                                               (228)         5        197
 Recognition of tax benefit of net operating loss to the
   extent of current and previous recognized temporary differences      (9,114)    (4,491)    (8,130)
 Change in valuation allowance                                           9,318      6,840     11,866
                                                                       -------    -------    -------
                                                                       $    --    $    --    $    --
                                                                       =======    =======    =======
</TABLE>

The components of the net deferred tax assets and the related valuation
allowance for 1997 and 1998 using current rates were as follows:

                                                     Years Ended December 31,
                                                     -----------------------
                                                         1997        1998
                                                       --------    --------
Net operating loss carryforwards                       $ 39,690    $ 47,820
Excess of tax over book depreciation                     (4,814)     (4,382)
Excess of book over tax amortization                      6,114       8,841
Excess of book over tax vacation expense                  1,600       1,612
Excess of book over tax restructuring expense               824         570
Excess of book over tax bad debt expense                    333         321
Excess of book over tax supplemental benefit expense        666         646
Equity in loss (income) of Star Gas Partnership          (2,775)     (1,727)
Other, net                                                  360         163
                                                       --------    --------
                                                         41,998      53,864
Valuation allowance                                     (41,998)    (53,864)
                                                       --------    --------
                                                       $     --    $     --
                                                       ========    ========

A valuation allowance is provided when it is more likely than not that some
portion of the deferred tax asset will not be realized. The Company has
determined, based on the Company's recent history of annual net losses, that a
full valuation allowance is appropriate.

At December 31, 1998, the Company had the following income tax loss
carryforwards for Federal Income Tax reporting purposes:

Expiration
   Date
   ----
2005         $ 26,651
2006           15,012
2007            1,367
2008            8,400
2009            1,662
2010           23,356
2011           26,554
2012           13,948
2018           23,695
             --------
             $140,645
             ========


                                      F-21
<PAGE>

               PETROLEUM HEAT AND POWER CO., INC. AND SUBSIDIARIES

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
                      (In thousands, except per share data)

(12)  Related Party Transactions

In October 1986, Irik P. Sevin purchased one hundred sixty-one thousand shares
of Class A Common Stock and forty thousand shares of Class C Common Stock of the
Company for $1,280 (which was the fair market value as established by the
Pricing Committee pursuant to the Stockholders' Agreement). The purchase price
was financed by a note due December 31, 1999. The note requires annual payments
of interest and principal, payable in cash or Class A Common Stock of the
Company, until complete satisfaction. In accordance with the note repayment
schedule and the criteria for stock payment valuation, Mr. Sevin surrendered
sixty-one thousand Class A Common Shares representing $411 of value, sixty-two
thousand Class A Common Shares representing $392 of value, and fifty-eight
thousand Class A Common Shares representing $370 of value in December 1996, 1997
and 1998 respectively. The criteria agreed upon for valuing stock payment for
this transaction is the average market price ten days prior to payment or
$6.3479 per share, whichever is greater. The outstanding balance of the note was
$984, $656, and $328 at December 31, 1996, 1997, and 1998 respectively. Interest
accrues on the outstanding balance of the note at the LIBOR rate in effect for
each month plus 0.75%. Mr. Sevin has entered into an agreement with the Company
that he will not sell or otherwise transfer to a third party any of the shares
of Class A Common Stock or Class C Common Stock received pursuant to this
transaction until the note has been paid in full.

The existing holders of Class C Common Stock of the Company have entered into a
Shareholders' Agreement which provides that each will vote his shares to elect
certain designated directors. The Shareholders' Agreement also provides for
first refusal rights to the Company if a holder of Class C Common Stock receives
a bona fide written offer from a third party to buy such holder's Class C Common
Stock.

(13)  Restructuring Charges

Late in 1995 the Company completed a study with a leading consulting firm to
help provide a structure for superior customer service, a brand image, and
reduced operating costs. Over the last few years the Company has dedicated a
large amount of effort toward defining the best organizational structure, and
has implemented various initiatives toward achieving this objective.

As part of the initial implementation of this program, Petro undertook certain
business improvement strategies in its Long Island, New York region. These steps
included the consolidation of the region's five home heating oil branches into
one central customer service center and three depots. The regional customer
service center consolidated accounting, credit, customer service and the sales
function into a single new facility in Port Washington, Long Island. All
external communications and marketing previously undertaken in the five branches
were centralized into this one location freeing the three newly configured
depots to focus on oil delivery and heating equipment repair, maintenance and
installation, in mutually exclusive operating territories. The Company incurred
$1.2 million in restructuring expenses in 1996, for costs associated with the
initial implementation of the restructuring program and reported such expenses
in restructuring charges. This cost was comprised of $0.5 million in termination
benefit arrangements for the twenty-three servicemen and drivers, twenty-eight
credit and customer service personnel, and eight sales, general, and
administrative personnel displaced by the program; and $0.7 million for
continuing lease obligations for an unused, non-cancelable, non-strategic
facility.

In 1997 the Company continued with its restructuring program and combined its
three New York City branches into one new central depot that specializes in
delivery, installation, maintenance, and service functions, and like the Long
Island depots, is supported by the Port Washington facility. The Company also
proceeded with its commitment to define the best possible organizational
structure, by restructuring select branch and corporate responsibilities to
eliminate redundant functions and locate responsibilities where they can best
serve customers and the Company. Toward achieving these strategic intentions the
Company incurred $2.9 million in restructuring expenses in 1997, and reported
such expenses in restructuring charges. This cost was comprised of $2.0 million
in termination benefit arrangements for twenty-three servicemen and drivers, ten
credit and customer service personnel, and twenty-two sales, general, and
administrative personnel displaced by the program; and $0.9 million for
continuing lease obligations for three unused, non-cancelable, non-strategic
facilities. The Company continued its restructuring and cost reduction
initiative in the first quarter of 1998, incurring $0.5 million in termination
benefit arrangements with four sales, general, and administrative personnel.

The total unpaid amounts included in accrued expenses and other liabilities are
$2.4 million and $1.7 million respectively at December 31, 1997 and 1998. These
amounts predominately represent continuing lease obligations as all the
termination benefit arrangements have been paid.


                                      F-22
<PAGE>

               PETROLEUM HEAT AND POWER CO., INC. AND SUBSIDIARIES

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
                      (In thousands, except per share data)

(13)  Restructuring Charges - (Continued)

This liability is expected to be paid and relieved as follows:

Year Ended
December 31,
------------
1999        $  500
2000           300
2001           100
2002           100
2003           200
Thereafter     500
            ------
            $1,700
            ======

(14)  Stock Options

In March 1994 the Company issued stock options to Irik P. Sevin to purchase one
hundred thousand shares of Class A Common Stock. The option price for each such
share is $8.50, the then market value of the stock on the date the options were
granted. These options vested upon issuance are non-transferable and expire on
March 31, 2004.

In June 1994, the Board of Directors and shareholders adopted the Petroleum Heat
and Power Co., Inc. 1994 Stock Option Plan, which authorized one million shares
of the Company's Class A Common Stock to be granted from time to time, and to
vest at various times, to key employees, officers, directors, consultants,
advisers, or agents, who help contribute to the long-term success and growth of
the firm, at prices not less than the fair market value at the date of grant and
at terms not to exceed ten years.

As allowable by SFAS No. 123, the Company will continue to apply APB Opinion No.
25, Accounting for Stock Issued to Employees, and related interpretations in
accounting for its stock compensation plan, and does not recognize compensation
expense for its stock-based compensation plan.

Had compensation cost for this plan been determined based upon the fair value at
the grant date for awards under this plan consistent with the methodology
prescribed under SFAS No. 123, the Company's net loss and loss per share for
1997 and 1998 would have been increased by approximately nineteen thousand
dollars, or $0.0007 per share, and one hundred twenty-eight thousand dollars, or
$0.0048 per share respectively. All options were granted at an amount equal to
the quoted market price of the Company's stock at the date of the grants and
vest at various times with no vesting period exceeding five years. The proforma
costs charged against income for options granted are based on the following
assumptions calculated on a straight line basis over the vesting period of the
grants for options granted prior to 1998, and calculated as a period expense for
those granted in 1998. The average fair value of the options granted during 1997
was $0.21 per option on the date of grant using the Black-Scholes option-pricing
model with the following assumptions: dividend yield of 12.97%, volatility of
35%, risk-free interest rate of 6.19%, assumed forfeiture rate of 0%, and an
average expected life of 10 years. The fair value of the options granted during
1998 was $1.27 per option on the date of grant using the Black-Scholes
option-pricing model with the following assumptions: dividend yield of 0%,
volatility of 52%, risk-free interest rate of 5.83%, assumed forfeiture rate of
50%, and an expected life of 10 years.


                                      F-23
<PAGE>

               PETROLEUM HEAT AND POWER CO., INC. AND SUBSIDIARIES

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
                      (In thousands, except per share data)

(14)  Stock Options - (Continued)

Information relating to stock options during 1996, 1997 and 1998 are summarized
as follows:

<TABLE>
<CAPTION>
                                                              Number of Shares    Weighted-Average
                                         Range of           --------------------   Exercise Price
                                      Exercise Prices       Class A      Class C      Per Share         Total
                                      ---------------       -------      -------      ---------         -----
<S>                                  <C>                      <C>            <C>         <C>           <C>    
Shares under option at
 December 31, 1995                   $ 4.10 to $11.25         1,393          103         $ 7.66        $11,447

Granted                              $ 6.87 to $ 7.38           132           --           7.21            955
Exercised                                   --                   --           --             --             --
Expired / Forfeited                  $ 7.50 to $ 7.50            24            6           7.50            225
                                     -------------------------------------------------------------------------
Shares under option at
 December 31, 1996                   $ 4.10 to $11.25         1,501           97           7.62         12,177

Granted                              $ 3.00 to $ 3.13            40           --           3.05            122
Exercised                                   --                   --           --             --             --
Expired / Forfeited                  $ 4.10 to $ 8.77         1,097           79           7.16          8,410
                                     -------------------------------------------------------------------------
Shares under option at
 December 31, 1997                   $ 3.00 to $11.25           444           18           8.41          3,889

Granted                              $ 1.81 to $ 1.81           200           --           1.81            362
Exercised                                   --                   --           --             --             --
Expired / Forfeited                  $ 3.13 to $11.25           319           18           8.78          2,964
                                     -------------------------------------------------------------------------
Shares under option at
 December 31, 1998                   $ 1.81 to $ 8.50           325           --         $ 3.96        $ 1,287
                                     =========================================================================

Shares exercisable from              $ 1.81 to $ 3.00           225           --         $ 1.94         $  437
Shares exercisable                   $ 8.50                     100           --           8.50            850
                                     -------------------------------------------------------------------------
Total shares exercisable
 at December 31, 1998                $ 1.81 to $ 8.50           325           --         $ 3.96        $ 1,287
                                     =========================================================================
</TABLE>

The weighted average life of the shares exercisable from $1.81 to $3.00 is 8.8
years, and the weighted average life of the shares exercisable at $8.50 is 5.3
years.

                                      F-24

<PAGE>

               PETROLEUM HEAT AND POWER CO., INC. AND SUBSIDIARIES

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
                      (In thousands, except per share data)

(15)  Acquisitions

During 1996, the Company acquired the customer lists and equipment of thirteen
unaffiliated fuel oil dealers. The aggregate consideration for these
acquisitions, accounted for by the purchase method, was approximately $28,500;
and approximately 90% of this consideration was for customer lists, goodwill,
and covenants not to compete.

In June 1996, the Company sold its Springfield Massachusetts operations to an
unaffiliated fuel oil dealer. The Company received proceeds of approximately
$4,100 and realized a gain on this transaction of approximately $1,800.

During 1997, the Company acquired the customer lists and equipment of eleven
unaffiliated fuel oil dealers. The aggregate consideration for these
acquisitions, accounted for by the purchase method, was approximately $16,300;
and approximately 90% of this consideration was for customer lists, goodwill,
and covenants not to compete.

In November 1997, the Company sold its Hartford Connecticut operation to an
unaffiliated fuel oil dealer. The Company received proceeds of approximately
$15,600 and recognized a gain on this transaction of approximately $11,400.

The Company did not make any acquisitions nor sell any branches in 1998.

Sales and net income of the acquired companies are included in the consolidated
statements of operations from the respective dates of acquisition.

Unaudited pro forma data giving effect to the purchased and disposed businesses,
as if they had been acquired on January 1 of the year preceding the year of
purchase and disposal, with adjustments, primarily for amortization of
intangibles are as follows:

<TABLE>
<CAPTION>
                                                                  1996         1997
                                                                  ----         ----
<S>                                                            <C>          <C>      
Net sales                                                      $ 607,240    $ 538,988

Loss before extraordinary item                                 $ (23,029)   $ (22,397)

Net loss                                                       $ (29,443)   $ (22,397)
Preferred stock dividends                                         (2,389)      (4,644)
                                                               ---------    ---------
 Net loss applicable to common stockholders (Numerator)        $ (31,832)   $ (27,041)
                                                               =========    =========
Class A Common Stock                                              22,983       23,441
Class B Common Stock                                                  12           11
Class C Common Stock                                               2,598        2,598
                                                               ---------    ---------
 Weighted average number of shares outstanding (Denominator)      25,593       26,050
                                                               =========    =========

Basic and Diluted losses per common share
 before extraordinary item:
  Class A and C Common Stock                                   $   (0.99)   $   (1.04)

Extraordinary loss per common share:
  Class A and C Common Stock                                   $   (0.25)   $      --

Basic and Diluted losses per common share:
  Class A and C Common Stock                                   $   (1.24)   $   (1.04)
</TABLE>

(16)  Litigation

The Company is not party to any litigation which individually or in the
aggregate could reasonably be expected to have a material adverse effect on the
Company.


                                      F-25
<PAGE>

               PETROLEUM HEAT AND POWER CO., INC. AND SUBSIDIARIES

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
                      (In thousands, except per share data)

(17)  Disclosures About the Fair Value of Financial Instruments

Cash, Restricted Cash, Accounts Receivable, Notes Receivable and Other Current
Assets, Working Capital Borrowings, Accounts Payable and Accrued Expenses

The carrying amount approximates fair value because of the short maturity of
these instruments.

Long-Term Debt, Subordinated Notes Payable, Senior Notes Payable and Cumulative
Redeemable Exchangeable Preferred Stock

The fair values of each of the Company's long-term financing instruments,
including current maturities, are based on the amount of future cash flows
associated with each instrument, discounted using the Company's current
borrowing rate for similar instruments of comparable maturity.

The estimated fair value of the Company's financial instruments are summarized
as follows:

<TABLE>
<CAPTION>
                                       At December 31, 1997    At December 31, 1998
                                       --------------------    --------------------
                                       Carrying   Estimated    Carrying    Estimated
                                        Amount    Fair Value    Amount    Fair Value
                                        ------    ----------    ------    ----------
<S>                                    <C>         <C>         <C>         <C>     
Long-term debt                         $ 16,798    $ 15,853    $ 14,302    $ 13,488
Senior Subordinated and
 Subordinated notes payable             210,400     197,883     209,350     198,394
Senior notes payable                     64,150      64,343      63,100      61,408
Preferred stock                          36,656      39,722      32,745      33,894
</TABLE>

Limitations

Fair value estimates are made at a specific point in time, based on relevant
market information and information about the financial instrument. These
estimates are subjective in nature and involve uncertainties and matters of
significant judgment and therefore cannot be determined with precision. Changes
in assumptions could significantly affect the estimates.

(18)  Earnings Per Share

                                                          December 31,
                                                 ------------------------------
                                                   1996       1997       1998
                                                   ----       ----       ----
Basic Earnings Per Share:
Net loss                                         $(28,315)  $(22,899)  $(35,337)
Less: Preferred stock dividends                    (2,389)    (4,644)    (5,057)
                                                 --------   --------   --------
 Loss available to common stockholders
 (Numerator)                                     $(30,704)  $(27,543)  $(40,394)
                                                 ========   ========   ========
Class A Common Stock                               22,983     23,441     23,962
Class B Common Stock                                   12         11         11
Class C Common Stock                                2,598      2,598      2,598
                                                 --------   --------   --------
 Weighted average number of shares outstanding
 (Denominator)                                     25,593     26,050     26,571
                                                 ========   ========   ========
Basic losses per share                           $  (1.20)  $  (1.06)  $  (1.52)
                                                 ========   ========   ========
Diluted Earnings Per Share:
Effect of dilutive securities                    $     --   $     --   $     --
                                                 --------   --------   --------
 Loss available to common stockholders
 (Numerator)                                     $(30,704)  $(27,543)  $(40,394)
                                                 ========   ========   ========
Effect of dilutive securities                          --         --         --
                                                 --------   --------   --------
 Weighted average number of shares outstanding
 (Denominator)                                     25,593     26,050     26,571
                                                 ========   ========   ========
Diluted losses per share                         $  (1.20)  $  (1.06)  $  (1.52)
                                                 ========   ========   ========

Certain potentially dilutive securities issued (i.e. options) are not considered
in the above calculation due to the fact that they would be anti-dilutive.


                                      F-26
<PAGE>

               PETROLEUM HEAT AND POWER CO., INC. AND SUBSIDIARIES

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
                      (In thousands, except per share data)

(19)  Selected Quarterly Financial Data - (Unaudited)

The seasonal nature of the Company's business results in the sale by the Company
of approximately 50% of its volume of home heating oil in the first quarter and
30% of its volume of home heating oil in the fourth quarter of each year. The
Company generally realizes net income in both of these quarters and net losses
during the warmer quarters ending June and September.

<TABLE>
<CAPTION>
                                                                       Three Months Ended
                                                  ------------------------------------------------------------
                                                    3/31/97           6/30/97          9/30/97        12/31/97           Total
                                                    -------           -------          -------        --------           -----
<S>                                               <C>              <C>              <C>             <C>              <C>       
Net sales                                         $ 248,095        $   87,972       $   50,788      $  161,286       $  548,141

Income (loss) before income taxes and
 equity interest                                  $  31,285        $  (25,550)      $  (37,959)     $   10,060       $  (22,164)

Net income (loss)                                 $  33,388        $  (27,454)      $  (40,316)     $   11,483       $  (22,899)
Preferred dividends                                    (896)             (921)          (1,861)           (966)          (4,644)
                                                  ---------        ----------       ----------      ----------       ----------
 Net income (loss) available to common
  stockholders                                    $  32,492        $  (28,375)      $  (42,177)     $   10,517       $  (27,543)
                                                  =========        ==========       ==========      ==========       ==========
Basic earnings (losses) per common share:
   Class A and C Common Stock                     $    1.26        $    (1.09)      $    (1.61)     $     0.40       $    (1.06)

Diluted earnings (losses) per common share:
   Class A and C Common Stock                     $    1.26        $    (1.09)      $    (1.61)     $     0.40       $    (1.06)

Weighted average number of common 
 shares outstanding:
  Class A Common Stock                               23,150             23,326          23,538          23,751           23,441
  Class B Common Stock                                   11                 11              11              11               11
  Class C Common Stock                                2,598              2,598           2,598           2,598            2,598

<CAPTION>
                                                                       Three Months Ended
                                                  ------------------------------------------------------------
                                                    3/31/98           6/30/98          9/30/98        12/31/98            Total
                                                    -------           -------          -------        --------            -----
<S>                                               <C>              <C>              <C>             <C>              <C>       
Net sales                                         $ 183,139        $   66,227       $   42,113      $  116,540       $  408,019

Income (loss) before income taxes and
 equity interest                                  $  24,761        $  (20,897)      $  (31,860)     $   (5,821)      $  (33,817)

Net income (loss)                                 $  26,978        $  (22,974)      $  (34,215)     $   (5,126)      $  (35,337)
Preferred dividends                                  (1,563)             (965)          (1,562)           (967)          (5,057)
                                                  ---------        ----------       ----------      ----------       ----------
 Net income (loss) available to common
  stockholders                                    $  25,415        $  (23,939)      $  (35,777)     $   (6,093)      $  (40,394)
                                                  =========        ==========       ==========      ==========       ==========
Basic earnings (losses) per common share:
   Class A and C Common Stock                     $     .96        $     (.90)      $    (1.35)     $     (.23)      $    (1.52)

Diluted earnings (losses) per common share:
   Class A and C Common Stock                     $     .95        $     (.90)      $    (1.35)     $     (.23)      $    (1.52)

Basic weighted average number of common 
 shares outstanding:
  Class A Common Stock                               23,955            23,962           23,965          23,965           23,962
  Class B Common Stock                                   11                11               11              11               11
  Class C Common Stock                                2,598             2,598            2,598           2,598            2,598
                                                                                                                    
Diluted weighted average number of common                                                                           
 shares outstanding:                                                                                                
  Class A Common Stock                               24,155            23,962*          23,965*         23,965*          23,962*
  Class B Common Stock                                   11                11               11              11               11
  Class C Common Stock                                2,598             2,598            2,598           2,598            2,598
</TABLE>

*     0 shares included for the effects of stock grants and convertible
      securities due to the loss in the period.


                                      F-27
<PAGE>

                                                                     SCHEDULE II

              PETROLEUM HEAT AND POWER CO., INC. AND SUBSIDIARIES

                       VALUATION AND QUALIFYING ACCOUNTS
                  Years Ended December 31, 1996, 1997 and 1998

<TABLE>
<CAPTION>
                                                  Additions
                                                  ---------
                                     Balance       Charged
                                        at         to Costs        Other             Balance
                                    Beginning        and        Changes Add           at End
Year           Description           of Year       Expenses      /(Deduct)            of Year
----           -----------           -------       --------      ---------            -------
<S>                                 <C>            <C>           <C>        <C>      <C>      
1996 Accumulated amortization:
     Customer lists                 $ 225,333      $ 18,611      $  (4,104) (1)      $ 239,840
     Deferred charges                  39,123         4,760           (237) (1)         43,646
                                    ---------      --------      ---------           ---------
                                    $ 264,456      $ 23,371      $  (4,341)          $ 283,486
                                    =========      ========      =========           =========
     Allowance for doubtful
     accounts                       $     969      $  1,882      $  (1,763) (2)      $   1,088
                                    =========      ========      =========           =========

1997 Accumulated amortization:
     Customer lists                 $ 239,840      $ 17,903      $ (18,292) (3)      $ 239,451
     Deferred charges                  43,646         4,639         (1,886) (3)         46,399
                                    ---------      --------      ---------           ---------
                                    $ 283,486      $ 22,542      $ (20,178)          $ 285,850
                                    =========      ========      =========           =========
     Allowance for doubtful
     accounts                       $   1,088      $  1,853      $  (1,961) (2)      $     980
                                    =========      ========      =========           =========

1998 Accumulated amortization:
     Customer lists                 $ 239,451      $ 16,669      $      --           $ 256,120
     Deferred charges                  46,399         4,303             --              50,702
                                    ---------      --------      ---------           ---------
                                    $ 285,850      $ 20,972      $      --           $ 306,822
                                    =========      ========      =========           =========
     Allowance for doubtful
     accounts                       $     980      $  1,419      $  (1,455) (2)      $     944
                                    =========      ========      =========           =========
</TABLE>

(1)   Valuation and qualifying accounts conveyed through the disposition of the
         Springfield Massachusetts branch location

(2)   Bad debts written off net of any recoveries

(3)   Valuation and qualifying accounts conveyed through the disposition of the
         Hartford Connecticut branch location


                                      F-28
<PAGE>

                                   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.

                                         PETROLEUM HEAT AND POWER CO., INC.
                                         ----------------------------------
                                         (Registrant)


Date: 2/18/99                            By: Irik P. Sevin
      -------                                ------------------------------
                                             Irik P. Sevin

                                             Chairman of the Board, Chief 
                                             Executive Officer, Chief 
                                             Financial and Accounting
                                             Officer and Director
[{"type": "8-K", "sequence": "1", "description": "FORM 8-K", "secsgml_size_bytes": 164954}]
{"company-data": {"conformed-name": "PETROLEUM HEAT & POWER CO INC", "cik": "0000736768", "assigned-sic": "5900", "irs-number": "061183025", "state-of-incorporation": "MN", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "001-09358", "film-number": "99545321"}, "business-address": {"street1": "2187 ATLANTIC ST", "street2": "5TH FLOOR", "city": "STAMFORD", "state": "CT", "zip": "06902", "phone": "2033255400"}, "mail-address": {"street2": "2187 ATLANTIC ST", "city": "STAMFORD", "state": "CT", "zip": "06904"}}
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)              February 17, 1999
                                                -------------------------------

                       Petroleum Heat and Power Co., Inc.
--------------------------------------------------------------------------------
             (Exact name of registrant as specified in its charter)

          Minnesota                     1-9358                       06-1183025
--------------------------------------------------------------------------------
(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) 325-5400
                                                   -----------------------------
                                 Not Applicable
--------------------------------------------------------------------------------
         (Former name or former address, if changed since last report.)
Item 5. Other Events

This Form 8-K consists of the Registrant's audited consolidated balance sheets
as of December 31, 1997 and 1998, and the related consolidated statements of
operations, changes in stockholders' equity (deficiency), and cash flows for
each of the years in the three-year period ended December 31, 1998. It also
includes management's discussion and analysis of results of operations and
financial condition.

                                      -2-
MANAGEMENT'S DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL
CONDITION

Overview

In analyzing the Company's results, investors should consider a variety of
factors unique to the Company and the heating oil industry. These include the
Company's active acquisition program and the rapid rate of amortization of
customer lists purchased in home heating oil acquisitions. First, the financial
results of a given year do not reflect the full impact of the year's
acquisitions. Acquisitions made during the spring and summer months generally
have a negative effect on earnings in the calendar year in which they are made.
Second, substantially all purchased intangibles are comprised of customer lists
and convenants not to compete. Amortization of customer lists is a non-cash
expense which is amortized 90% over a six-year period and the balance over a
25-year period. The covenants not to compete are amortized over the lives of the
covenants, which generally range from five to seven years. The Company acquired
the customer lists and equipment of thirteen unaffiliated fuel oil dealers in
1996 and eleven in 1997; no acquisitions were made in 1998.

A significant focus of the Company has been the restructuring and corporate
identity programs begun in April of 1996. These programs are targeted to
heighten responsiveness to customers, improve brand awareness among heating oil
consumers and increase operational productivity, as well as reduce overhead
costs. The regionalization of the Company's New York/Long Island operations was
completed in 1997, and similar efforts in the Mid-Atlantic region have begun. In
order to optimize the impact of these programs, the Company continues to
evaluate appropriate operating structures for the rest of the Company. For 1997
and 1998 in the metro New York region, the Company's first consolidated region,
measurable improvements were recorded in almost all significant operating
categories. Despite these indications, however, it should be noted that no
assurances can be given as to the ultimate impact of the program on the
Company's financial results in any of the Company's regions.

1998 Compared to 1997

In analyzing the Company's 1998 results to 1997 results, certain significant
factors should be considered. We believe that 1998 was among the warmest years
in the twentieth century with temperatures 17.7% above normal and 16.0% higher
than 1997. Largely as a result of this weather, home heating oil volume declined
85.6 million gallons and sales were $140.1 million below 1997 levels. However,
operating loss increased by only $1.3 million as the Company was able to offset,
to a certain extent, the effects of this weather through increased heating oil
margins and through sizeable reductions in operating expenses relating to its
operational restructuring and corporate overhead reduction programs.

Volume. Home heating oil volume decreased 20.9% to 324.7 million gallons for the
twelve months ended December 31, 1998, as compared to 410.3 million gallons for
the twelve months ended December 31, 1997. This decline was largely due to 16.0%
warmer weather for 1998, believed to be caused by the effects of the climatic
phenomenon known as "El Nino." In addition, volume was negatively impacted by
16.9 million gallons from the Company's Hartford, CT operation, which was sold
in November 1997, and by net account attrition and delivery scheduling.
Partially offsetting these factors was the acquisition by the Company of eleven
individually insignificant heating oil companies during 1997, the full effects
of which were not realized until 1998.

Net sales. Net sales decreased 25.6% to $408.0 million for the twelve months
ended December 31, 1998, as compared to $548.1 million for the twelve months
ended December 31, 1997. This decline reflects the impact of decreased volume as
well as the impact of lower selling prices associated with lower wholesale
costs.

                                      -3-
Cost of sales. Cost of sales decreased 30.1% to $265.5 million for the twelve
months ended December 31, 1998, as compared to $379.7 million for the twelve
months ended December 31, 1997, due to the decline in volume and lower wholesale
costs mentioned above. Cost of sales declined more than net sales as the Company
was able to increase home heating oil margins by 3.3 cents per gallon in 1998 as
compared to 1997. Also contributing to the decline in cost of sales was a
decline in service expense, which cost is included in cost of sales. The service
expense decline was a result of both the Company's improved operating efficiency
and the warmer weather.

Selling, general and administrative expenses. Selling, general and
administrative expenses decreased 14.8% to $87.3 million for the twelve months
ended December 31, 1998, as compared to $102.4 million for the twelve months
ended December 31, 1997. This $15.1 million decline was due both to reductions
in certain expenses resulting from the Company's operational restructuring
programs, and to the Company's ability to reduce overhead costs in response to a
decline in volume. Also contributing to this decline were significant reductions
in corporate staff and other expenses which were part of a cost reduction
program begun in December 1997.

Direct delivery expenses. Direct delivery expenses decreased 18.0% to $24.6
million for the twelve months ended December 31, 1998, as compared to $30.0
million for the twelve months ended December 31, 1997, reflecting the Company's
ability to reduce costs both in response to a weather-related decline in volume
and, to a lesser extent, through its productivity improvements.

Restructuring charges. Restructuring charges of $0.5 million for the twelve
months ended December 31, 1998 represent the continuation in the first quarter
of 1998 of corporate staff reductions. Charges for the twelve months ended
December 31, 1997, which total $2.9 million, represent costs associated with the
Company's regionalization and consolidation program in the New York/Long Island
and Mid Atlantic regions, as well as corporate staff reductions made in the
fourth quarter of 1997.

Corporate identity expenses. Corporate identity expenses decreased to $0.2
million for the twelve months ended December 31, 1998, as compared to $4.1
million for the twelve months ended December 31, 1997. These expenses represent
costs associated with the Company's brand identity program, implemented in the
Company's New York and Mid Atlantic regions primarily during 1997, with
completion of the Mid Atlantic region in 1998. These costs include the cost of
repainting all delivery and service vehicles to reflect the Company's new
identity.

Star Gas transaction expenses. Star Gas transaction expenses of $4.8 million for
the twelve months ended December 31, 1998 represent costs incurred, consisting
primarily of legal, printing, advisory, and professional charges relating to the
Company's previously announced merger with Star Gas Partners. It is expected
that the Company will incur a total of $7.5 to $8.5 million of costs associated
with this transaction, the remainder of which will be incurred in 1999.

Amortization of customer lists. Amortization of customer lists decreased 6.9% to
$16.7 million for the twelve months ended December 31, 1998, as compared to
$17.9 million for the twelve months ended December 31, 1997, reflecting the
impact of certain customer lists becoming fully amortized which were not offset
by the full year amortization for the 1997 acquisitions.

Depreciation and amortization of plant and equipment. Depreciation and
amortization of plant and equipment decreased 3.3% to $7.0 million for the
twelve months ended December 31, 1998, as compared to $7.2 million for the
twelve months ended December 31, 1997, as the impact of certain assets becoming
fully depreciated exceeded the impact of the Company's recent fixed asset
additions.

Amortization of deferred charges. Amortization of deferred charges decreased
8.7% to $2.9 million for the twelve months ended December 31, 1998, as compared
to $3.2 million for the twelve months ended December 31, 1997, reflecting the
impact of certain deferred charges becoming fully amortized.

                                      -4-
Operating loss. Operating loss increased 275.9% to a loss of $1.8 million for
the twelve months ended December 31, 1998, as compared to a loss of $0.5 million
for the twelve months ended December 31, 1997. This decline was attributable to
the weather-related decline in volume for the period, partially offset by the
Company's reductions in operating expenses and improvements in home heating oil
margins.

Net interest expense. Net interest expense decreased 3.0% to $30.7 million for
the twelve months ended December 31, 1998, as compared to $31.7 million for the
twelve months ended December 31, 1997. This was due to a slight decline in
average borrowings outstanding.

Other. Other income decreased to $0.1 million for the twelve months ended
December 31, 1998, as compared to $11.4 million for the twelve months ended
December 31, 1997, as the 1997 results include the gain on the sale of the
Company's Hartford, CT operations in November 1997.

Equity in loss of Star Gas Partnership. Equity in the loss of Star Gas
Partnership increased 376.6% to a loss of $1.1 million for the twelve months
ended December 31, 1998, as compared to a loss of $0.2 million for the twelve
months ended December 31, 1997. This decline was largely due to the impact of
warm weather on Star Gas Partner's operations.

Net loss. Net loss increased 54.3% to a loss of $35.3 million for the twelve
months ended December 31, 1998, as compared to a loss of $22.9 million for the
twelve months ended December 31, 1997. This increase was attributable to the
weather-related decline in volume for the period, partially offset by the
Company's reductions in operating expenses and improvements in home heating oil
margins. In addition, 1997 was favorably impacted by the $11.3 million gain for
the November 1997 sale of the Company's Hartford, CT operations.

Operating income before depreciation, amortization, and provision for
supplemental benefits.* Operating income before depreciation, amortization, and
provision for supplemental benefits declined 11.5% to $25.1 million for the
twelve months ended December 31, 1998, as compared to $28.4 million for the
twelve months ended December 31, 1997. This $3.3 million decline was far less
than the 85.6 million gallon decline in volume for the same period, which was
primarily attributable to an increase in the Company's heating oil margins and
to sizable reductions in operating expenses related to the Company's operational
restructuring programs and its ability to contain costs in response to warm
weather.

*     Operating income before depreciation, amortization, and provision for
      supplemental benefits should not be considered as an alternative to net
      income (as an indicator of operating performance) or as an alternative to
      cash flow (as a measure of liquidity or availability to service debt
      obligations), but provides additional significant information in that it
      is a principal basis upon which the Company assesses its financial
      performance. It should be noted that the definition set forth above may
      include different items than what other companies may use.

                                      -5-
1997 Compared to 1996

Volume. Home heating oil volume decreased 10.1% to 410.3 million gallons for the
twelve months ended December 31, 1997, as compared to 456.1 million gallons for
the twelve months ended December 31, 1996. In addition to 5.8% warmer weather in
1997 than in 1996, volume was negatively impacted by net account attrition and
the sale of the Company's Hartford, CT operations, partially offset by the
acquisition of 24 individually insignificant heating oil companies since the
beginning of 1996.

Net sales. Net sales decreased 9.9% to $548.1 million for the twelve months
ended December 31, 1997, as compared to $608.2 million for the twelve months
ended December 31, 1996 due to the decreased volume described above.

Cost of sales. Cost of sales decreased 11.1% to $379.7 million for the twelve
months ended December 31, 1997, as compared to $427.4 million for the twelve
months ended December 31, 1996 due to the decreased volume described above. Cost
of sales decreased more than net sales due to an increase of 1.7 cents per
gallon in home heating oil margins in 1997 as compared to 1996.

Selling, general and administrative expenses. Selling, general and
administrative expenses decreased 3.2% to $102.4 million for the twelve months
ended December 31, 1997, as compared to $105.6 million for the twelve months
ended December 31, 1996. This decline was due both to reductions in certain
expenses resulting from the Company's operational restructuring programs and to
the Company's ability to reduce certain overhead costs in response to a decline
in volume and was achieved despite inflationary pressures. Also of importance,
but of smaller impact on 1997 financials, were significant corporate staff
reductions taken in December of 1997 as part of our corporate restructuring
programs.

Direct delivery expenses. Direct delivery expenses decreased 9.4% to $30.0
million for the twelve months ended December 31, 1997, as compared to $33.1
million for the twelve months ended December 31, 1996, reflecting the Company's
ability to reduce costs relating to weather impacted lower volume.

Restructuring charges. Restructuring charges increased from $1.2 million for the
twelve months ended December 31, 1996 to $2.9 million for the twelve months
ended December 31, 1997, representing costs associated with the Company's
regionalization and consolidation programs in the New York/Long Island and Mid
Atlantic regions.

Corporate identity expenses. Corporate identity expenses for the twelve months
ended December 31, 1997 were $4.1 million, as compared to $2.7 million for the
twelve months ended December 31, 1996. These costs are associated with the
Company's brand identity program, implemented in Long Island during 1996 and the
Company's New York and Mid Atlantic regions during 1997, and include the cost of
repainting all delivery and service vehicles to reflect the Company's new
identity. Through this program the Company intends to capitalize on its size by
building significant brand equity in one "Petro" brand name, rather than the
multiple names previously in use.

Pension curtailment. Pension curtailment expenses for the twelve months ended
December 31, 1997 were $0.7 million, as compared to $0.6 million for the twelve
months ended December 31, 1996. These expenses represent the freezing of
benefits under the Company's defined benefit pension plan resulting from the
consolidation of Long Island and New York City operations.

Amortization of customer lists. Amortization of customer lists decreased 3.8% to
$17.9 million for the twelve months ended December 31, 1997, as compared to
$18.6 million for the twelve months ended December 31, 1996, as the impact of
certain customer lists becoming fully amortized exceeded the impact of
amortization associated with the Company's recent acquisitions.

Depreciation of plant and equipment. Depreciation and amortization of plant and
equipment increased 9.6% to $7.2 million for the twelve months ended December
31, 1997, as compared to $6.6 million for the twelve months ended December 31,
1996, as a result of certain investments related to the Company's operational
restructuring programs in the New York and Mid Atlantic regions, as well as the
impact of the Company's acquisitions.

                                      -6-
Amortization of deferred charges. Amortization of deferred charges increased
9.9% to $3.2 million for the twelve months ended December 31, 1997, as compared
to $2.9 million for the twelve months ended December 31, 1996, as the impact of
the amortization associated with the Company's recent acquisitions exceeded the
impact of certain deferred charges becoming fully amortized.

Provision for supplemental benefits. Provision for supplemental benefits
declined to $0.6 million for the twelve months ended December 31, 1997, as
compared to $0.9 million for the twelve months ended December 31, 1996. These
supplemental benefits reflect the extension of the exercise date of certain
options previously issued and a change in the provision due to a reduction of
the accrual required under the vesting schedule of those options.

Operating income (loss): Operating income decreased to an operating loss of $0.5
million for the twelve months ended December 31, 1997, as compared to operating
income of $8.8 million for the twelve months ended December 31, 1996. This
decline was largely a result of the weather-related decline in volume and an
increase in restructuring and corporate identity expenses, partially offset by
the Company's ability to reduce certain operating expenses and an increase in
the Company's heating oil margins.

Net interest expense. Net interest expense decreased to $31.7 million for the
twelve months ended December 31, 1997, as compared to $32.4 million for the
twelve months ended December 31, 1996. This reduction resulted from both a
slight decline in average borrowings outstanding and average rate.

Other income. Other income for the twelve months ended December 31, 1997 was
$11.4 million, as compared to $1.8 million for the twelve months ended December
31, 1996. These amounts reflect the sale of the Company's Hartford, CT heating
oil operations in 1997 and the Company's Springfield, MA operations in 1996.
Proceeds from these sales were used to make investments in other regions of the
Company's operations and to repay debt.

Equity in income (loss) of Star Gas partnership. Equity in the earnings of Star
Gas Partnership declined to a loss of $0.2 million for the twelve months ended
December 31, 1997, as compared to earnings of $2.3 million for the twelve months
ended December 31, 1996. This decrease was due to the impact of warm weather on
Star Gas Partner's propane volume and net income.

Extraordinary item. The extraordinary charge in 1996 of $6.4 million resulted
from the retirement of $43.8 million of 12.25% Subordinated Debentures due 2005.
This charge included both a prepayment premium of $4.8 million and a write-off
of deferred charges of $1.6 million associated with the issuance of that debt.

Net loss. Net loss improved 19.1% to a net loss of $22.9 million for the twelve
months ended December 31, 1997, as compared to a net loss of $28.3 million for
the twelve months ended December 31, 1996. This improvement was due to the gain
recognized on the sale of the Company's Hartford, CT business during the year,
partially offset by the impact of warm first quarter weather on both the
Company's and Star's volume, and to an increase in restructuring and corporate
identity expenses.

Operating income before depreciation, amortization, and provision for
supplemental benefits. Operating income before depreciation, amortization, and
provision for supplemental benefits decreased to $28.4 million for the twelve
months ended December 31, 1997, as compared to $37.7 million for the twelve
months ended December 31, 1996. This decline was due to decreased volume
resulting from the warm 1997 weather and to an increase in restructuring and
corporate identity costs, partially offset by improved heating oil margins.

                                      -7-
Liquidity and Financial Condition

Net cash provided by operating activities of $19.3 million combined with the
$1.3 million net proceeds from the sale of Star Gas Partners Common Units
amounted to $20.6 million. These funds were utilized in investing activities for
the purchase of fixed assets of $4.6 million; and in financing activities to
repay senior notes payable of $1.1 million, repay subordinated notes of $1.1
million, repay net working capital borrowings of $3.0 million, pay cash
dividends of $7.0 million, increase the cash collateral account maintained with
the Company's lenders to secure certain letter-of-credit obligations of $2.4
million, redeem preferred stock of $4.2 million, and for other financing
activities of $2.8 million, which is comprised mainly of the redemption of $2.3
million of Notes Payables issued in connection with the purchase of fuel oil
dealers. These financing activities were partially offset by cash provided from
the Star Gas distributions of $4.4 million, the proceeds from the sale of fixed
assets of $0.2 million, and proceeds from dividend reinvestments of $0.6
million. As a result of the above activities, the Company's cash balance
decreased by $0.4 million since December 31, 1997.

In July 1998, the Company renewed its $47.0 million working capital revolving
credit facility which will expire in June 1999. In consideration for the
extension of this facility to June 1999, the Company agreed to, amongst other
things, pay no common cash dividends and not make any acquisitions of other
companies. As the Company's current capital constraints already imposes a limit
to such activity, the impact of these prohibitions is minimal. At December 31,
1998 no amount was outstanding under this credit facility.

As part of the Star Gas / Petro Transaction, the Company plans to enter into a
bank facilities agreement for approximately $100.0 million in senior secured
facilities with a group of commercial banks. The bank facilities will consist of
three separate tranches, a $40 million working capital facility, a $10 million
letter of credit facility, and a $50 million acquisition facility. The working
capital facility and letter of credit facility would expire on June 30, 2001.
The acquisition facility would convert into a term loan on June 30, 2001 which
would be payable in eight equal quarterly principal payments. Should the Star
Gas / Petro Transaction be unsuccessful, the Company would expect to renew the
existing working capital revolving credit facility or replace it with a similar
facility.

As part of the Star Gas / Petro Transaction, the Company plans to sell
approximately $90.0 million of Senior Secured Notes, the net proceeds of which
will be used for the restructuring of the Company's debt and redemption of the
preferred stock.

If the Star Gas / Petro Transaction does not occur, the Company's 1999
obligations would include paying $4.4 million of preferred dividends, redeeming
$4.2 million of redeemable preferred stock, funding the $2.5 million needed to
collateralize the remaining uncollateralized balance of the acquisition letter
of credits and repaying $2.1 million of senior and senior subordinated notes
(which were paid in January 1999). The Company has no material commitments for
capital expenditures.

Based on the Company's expectation of securing a working capital facility, the
Company's working capital position, and the expected net cash to be provided by
operating activities, the Company expects to be able to meet all the above
mentioned obligations in 1999.

The Company has substantial repayment obligations on indebtedness that become
due beginning in the year 2000. If the proposed Star Gas / Petro Transaction is
completed, these obligations are expected to be refinanced on or before their
maturities. In the event that such transaction does not occur, the Company will
explore alternatives including the repayment or refinancing of such maturities.
If such alternatives cannot be effected, it could have a material adverse affect
on the Company.

                                      -8-
Year 2000

The "Year 2000" issue is the result of computer programs being written using two
digits rather than four to define a specific year. Absent corrective actions, a
computer program that has date sensitive software may recognize a date using
"00" as the year 1900 rather than the year 2000. This could result in system
failures or miscalculations causing disruptions to various activities and
operations.

The Company conducted a comprehensive review of its computer systems to identify
the systems that could be affected by the Year 2000 issue and has developed a
plan to address this issue. The scope of this review included the assessment of
the Company's information technology environment as well as the compliance
attainment efforts of the Company's major service providers. Most key suppliers
and business partners have been contacted with regard to their Year 2000 state
of readiness such as the Company's software developer, significant suppliers,
payroll provider, and banking partners, and the Company has obtained reasonable
comfort that this issue is being adequately addressed.

In addition, the Company has engaged a prominent information technology
consulting firm ("IT Firm") to advise and ensure that it maintains a focused
strategy to successfully address the Year 2000 issue on a timely basis. This IT
Firm will contribute an added layer of comfort for Year 2000 compliance, based
on their independent assessment derived from continuous exposure analyses which
are designed to assess the costs and efforts needed to maintain and/or repair
the Company's critical business systems.

The Company's main applications and operating systems have a combination of
compliant and non-compliant systems. The primary computer platform which
supports much of the Company's operations was designed to be Year 2000
compliant, and the Company has obtained a compliance warranty attesting to this
fact. However, the Company has identified potential problem areas and assessed a
total cost of approximately $350,000 to make the entire system Year 2000
compliant, which includes the IT Firm's consulting fees. The Company's state of
readiness to make each identified area Year 2000 compliant is at the
implementation stage.

Through December 31, 1998 the Company has incurred approximately $50,000 in Year
2000 compliance expenses for applications and hardware, and it expects to incur
an additional $300,000 through the summer of 1999 for additional applications
and hardware, as well as the IT Firm's consulting fees.

Furthermore, the Company has also accelerated the planned replacement of its
internal messaging system in order to gain company-wide Year 2000 messaging
compatibility. Through December 31, 1998 the Company has incurred approximately
$30,000 of expenses for this project, and expects to incur an additional
$220,000 by the summer of 1999 to complete the project.

If the Company fails to be Year 2000 compliant, a worst case scenario would be
system failures and miscalculations that could adversely affect operations.
However, because the primary computer platform which currently supports much of
the Company's operations is already Year 2000 compliant and continues to show
positive test results like those of other existing and newly installed Year 2000
compliant systems being tested, the Company would experience only minor
operational disruptions even in such worst case scenario. Business contingency
plans designed to mitigate the Company's worst case scenario and potential
disruptions to business operations include continued substantive pre-testing of
existing and newly installed Year 2000 compliant systems. This coupled with the
Company's existing effort to relieve information technology systems from
non-critical, non-Year 2000 projects, while simultaneously planning the
availability of all information technology personnel before, during, and after
the Year 2000 changeover is designed to mitigate the effects of potential
business disruptions.

Notwithstanding the substantive work involved in making all its systems Year
2000 compliant, the Company could still potentially experience disruptions to
some aspects of its various activities and operations, including those resulting
from non-compliant systems utilized by unrelated third party governmental and
business entities.

                                      -9-
Noncompliance with The NASDAQ Stock Market Minimum Bid Price Requirement

The Company received notification from The NASDAQ Stock Market ("NASDAQ") that
its Class A Common Stock was not in compliance pursuant to the newly enacted
NASD Market Place Rules regarding the minimum bid price requirement. The Company
responded to NASDAQ outlining its position as to why NASDAQ should not take any
action to delist Petro's Class A Common Stock from its National Market System
("NMS"). Among the reasons given for not delisting the stock was the possibility
of the Star Gas / Petro Transaction. The original NASDAQ Hearing Panel granted a
very limited exception to the continued listing requirements based upon the
Company's written request. The Company responded by requesting a full oral
hearing on this matter as provided for under the NASD Market Place Rules.

The full oral hearing took place in November 1998 before a NASDAQ Listing
Qualification Panel (the "Panel") resulting in a January 1999 determination
subject to certain conditions, to not delist the Company from the NMS. Such
conditions for the Company's continued NMS listing include a continued
commitment on the Company's behalf to regain compliance with the NASD Market
Place Rules within a reasonable time period and to sustain compliance over the
long-term. Other conditions include a closing price of at least $1.00 per share
for the Class A Common Stock on or before March 1, 1999, and thereafter at a
price of at least $1.00 per share for a minimum of ten consecutive trading days.
If the Company fails to meet these conditions the Panel has determined that the
Company's Class A Common Stock will be delisted from the NMS.

A delisting could have a material adverse effect on the liquidity, trading, and
price for the Class A Common Stock. If the Star Gas / Petro Transaction does not
occur, no assurance can be given as to the continued listing of the Class A
Common Stock in the NMS.

Quantitative and Qualitative Disclosures about Market Risk

The Company is exposed to interest rate risk primarily through its working
capital revolving credit facility and market risk through its futures contracts.
The Company uses its working capital revolving credit facility to meet its
working capital needs. At December 31, 1998 no amount was outstanding under the
working capital revolving credit facility.

The Company selectively uses derivative financial instruments to manage its
exposure to market risk related to changes in the current and commodity market
price of #2 home heating oil. The Company does not hold derivatives for trading
purposes. The value of market sensitive derivative instruments is subject to
change as a result of movements in market prices. Consistent with the nature of
hedging activity, associated unrealized gains and losses would be offset by
corresponding decreases or increases in the purchase price the Company would pay
for the #2 home heating oil being hedged. Sensitivity analysis is a technique
used to evaluate the impact of hypothetical market value changes. Based on a
hypothetical ten percent increase in the cost of # 2 home heating oil at
December 31, 1998, the potential unrealized losses on the Company's hedging
activity would be reduced by $1.9 million; and conversely a hypothetical ten
percent decrease would increase the unrealized losses by the same amount.

Accounting Changes

In June 1998 the FASB issued SFAS No. 133 - "Accounting for Derivative
Instruments and Hedging Activities." SFAS No. 133 establishes accounting and
reporting standards for derivative instruments, including certain derivative
instruments embedded in other contracts, and for hedging activities. This
statement is effective for all fiscal quarters of all fiscal years beginning
after June 15, 1999. The Company is assessing the disclosure requirements of
SFAS No. 133.

                                      -10-
STATEMENT REGARDING FORWARD-LOOKING DISCLOSURE

This Report includes "forward-looking statements" within the meaning of Section
27A of the Securities Act and Section 21E of the Exchange Act which represent
the Company's expectations or beliefs concerning future events that involve
risks and uncertainties, including those associated with the effect of weather
conditions on the Company's financial performance, the price and supply of home
heating oil, the ability of the Company to obtain new accounts and retain
existing accounts and the ability of the Company to realize cost reductions from
its operational restructuring program. All statements other than statements of
historical facts included in this Report including, without limitation, the
statements under "Management's Discussion and Analysis of Results of Operations
and Financial Condition" and "Business" and elsewhere herein, are
forward-looking statements. Although the Company believes that the expectations
reflected in such forward-looking statements are reasonable, it can give no
assurance that such expectations will prove to have been correct. Important
factors that could cause actual results to differ materially from the Company's
expectations ("Cautionary Statements") are disclosed in this Report, including
without limitation, in conjunction with the forward-looking statements included
in this report. All subsequent written and oral forward-looking statements
attributable to the Company or persons acting on its behalf are expressly
qualified in their entirety by the Cautionary Statements.

                                      -11-
PETROLEUM HEAT AND POWER CO., INC. AND SUBSIDIARIES

                   INDEX TO CONSOLIDATED FINANCIAL STATEMENTS
                        AND FINANCIAL STATEMENT SCHEDULE

Consolidated Financial Statements of Petroleum Heat and Power Co.,
   Inc. and Subsidiaries

   Independent Auditors' Report                                              F-2

   Consolidated Balance Sheets, December 31, 1997 and 1998                   F-3

   Consolidated Statements of Operations, Years ended
      December 31, 1996, 1997 and 1998                                       F-4

   Consolidated Statements of Changes in Stockholders'
     Equity (Deficiency),
       Years ended December 31, 1996, 1997 and 1998                          F-5

   Consolidated Statements of Cash Flows, Years ended
      December 31, 1996, 1997 and 1998                                       F-6

   Notes to Consolidated Financial Statements                                F-7

   Schedule for the years ended December 31, 1996, 1997 and 1998:

      II - Valuation and Qualifying Accounts                                F-28

      All other schedules are omitted because they are not applicable or the
      required information is shown in the consolidated financial statements or
      notes thereto.

                                       F-1
INDEPENDENT AUDITORS' REPORT

The Stockholders and Board of Directors of
Petroleum Heat and Power Co., Inc.:

            We have audited the accompanying consolidated balance sheets of
Petroleum Heat and Power Co., Inc. and subsidiaries as of December 31, 1997 and
1998, and the related consolidated statements of operations, changes in
stockholders' equity (deficiency) and cash flows for each of the years in the
three-year period ended December 31, 1998. In connection with our audits of the
consolidated financial statements, we also have audited the financial statement
schedule as listed in the accompanying index. These consolidated financial
statements and financial statement schedule are the responsibility of the
Company's management. Our responsibility is to express an opinion on these
consolidated financial statements and financial statement schedule based on our
audits.

            We conducted our audits in accordance with generally accepted
auditing standards. Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our
opinion.

            In our opinion, the consolidated financial statements referred to
above present fairly, in all material respects, the financial position of
Petroleum Heat and Power Co., Inc. and subsidiaries as of December 31, 1997 and
1998, and the results of their operations and their cash flows for each of the
years in the three-year period ended December 31, 1998 in conformity with
generally accepted accounting principles. Also in our opinion, the related
financial statement schedule, when considered in relation to the basic
consolidated financial statements taken as a whole, present fairly, in all
material respects, the information set forth therein.

                                                     KPMG LLP

Stamford, Connecticut
February 16, 1999

                                       F-2
PETROLEUM HEAT AND POWER CO., INC. AND SUBSIDIARIES
                           Consolidated Balance Sheets

(In thousands, except per share data)
December 31,
                                                                ----------------------
                                                                   1997         1998
                                                                ---------    ---------
Assets

Current assets:
 Cash                                                           $   2,390    $   2,004
 Restricted cash                                                       --        4,900
 Accounts receivable (net of allowance of $980 and $944)           78,987       56,845
 Inventories                                                       16,285       17,534
 Prepaid expenses                                                   6,203        5,978
 Notes receivable and other current assets                          1,259        1,045
                                                                ---------    ---------
  Total current assets                                            105,124       88,306
                                                                ---------    ---------
Property, plant and equipment - net                                30,615       28,124

Intangible assets (net of accumulated amortization
 of $285,850 and $306,822)
  Customer lists                                                   69,265       52,596
  Deferred charges                                                 24,924       21,849
                                                                ---------    ---------
                                                                   94,189       74,445
                                                                ---------    ---------
Investment in and advances to the Star Gas Partnership             27,499       20,755
Deferred gain on Star Gas Transaction                             (19,964)     (19,964)
                                                                ---------    ---------
                                                                    7,535          791
                                                                ---------    ---------
Restricted cash                                                     9,350        6,900
Other assets                                                        1,033          965
                                                                ---------    ---------
                                                                $ 247,846    $ 199,531
                                                                =========    =========
Liabilities and Stockholders' Equity (Deficiency)

Current liabilities:
 Working capital borrowings                                     $   3,000    $      --
 Current debt                                                       2,391        8,021
 Current maturities of redeemable preferred stock                   4,167        4,167
 Accounts payable                                                  14,759       10,129
 Customer credit balances                                          20,767       27,884
 Unearned service contract revenue                                 15,321       15,430
 Accrued expenses and other liabilities                            32,283       31,652
                                                                ---------    ---------
  Total current liabilities                                        92,688       97,283
                                                                ---------    ---------
Supplemental benefits and other long-term liabilities               5,043        4,984
Pension plan obligation                                             5,702        5,780
Notes payable and other long-term debt                             16,507        8,381
Senior notes payable                                               63,100       62,050
Senior subordinated and subordinated notes payable                209,350      208,300

Redeemable and exchangeable preferred stock                        32,489       28,578

Common stock redeemable at option of stockholder (83 Class A
 and 21 Class C shares and 41 Class A and 10 Class C shares)          656          328
Note receivable from stockholder                                     (656)        (328)

Stockholders' equity (deficiency):
 Preferred stock-no par value; 1,000 shares authorized,
  0 and 787 shares issued and outstanding                              --           --
 Class A common stock-par value $.10 per share; 60,000 shares
  authorized, 23,606 and 23,865 shares issued and outstanding       2,361        2,387
 Class B common stock-par value $.10 per share; 6,500 shares
  authorized, 11 and 11 shares issued and outstanding                   1            1
 Class C common stock-par value $.10 per share; 5,000 shares
  authorized, 2,577 and 2,587 shares issued and outstanding           258          259
 Additional paid-in capital                                        81,358       83,024
 Deficit                                                         (256,365)    (296,759)
 Accumulated other comprehensive income                            (4,646)      (4,737)
                                                                ---------    ---------
     Total stockholders' equity (deficiency)                     (177,033)    (215,825)
                                                                ---------    ---------
                                                                $ 247,846    $ 199,531
                                                                =========    =========
See accompanying notes to consolidated financial statements.

                                       F-3
PETROLEUM HEAT AND POWER CO., INC. AND SUBSIDIARIES

                      Consolidated Statements of Operations

(In thousands, except per share data)
Years Ended December 31,
                                                 -----------------------------------
                                                    1996         1997         1998 
                                                 ---------    ---------    ---------
Net sales                                        $ 608,161    $ 548,141    $ 408,019

Costs and expenses
  Cost of sales                                    427,388      379,748      265,526
  Selling, general and administrative expenses     105,601      102,377       87,268
  Direct delivery expense                           33,102       30,006       24,613
  Restructuring charges                              1,150        2,850          535
  Corporate identity expenses                        2,659        4,136          152
  Star Gas transaction expenses                         --           --        4,823
  Pension curtailment expense                          557          654           --
  Amortization of customer lists                    18,611       17,903       16,669
  Depreciation of plant and equipment                6,574        7,204        6,969
  Amortization of deferred charges                   2,888        3,175        2,899
  Provision for supplemental benefits                  873          565          358
                                                 ---------    ---------    ---------
    Operating income (loss)                          8,758         (477)      (1,793)

Other income (expense):
  Interest expense                                 (34,669)     (33,813)     (33,037)
  Amortization of debt issuance cost                (1,872)      (1,464)      (1,404)
  Interest income                                    2,257        2,145        2,305
  Other                                              1,842       11,445          112
                                                 ---------    ---------    ---------
  Loss before income taxes, equity interest
    and extraordinary item                         (23,684)     (22,164)     (33,817)
Income taxes                                           500          500          400
                                                 ---------    ---------    ---------
  Loss before equity interest
    and extraordinary item                         (24,184)     (22,664)     (34,217)
                                                 ---------    ---------    ---------

Share of income (loss) of Star Gas
  Partnership                                        2,283         (235)      (1,120)
                                                 ---------    ---------    ---------
  Loss before extraordinary item                   (21,901)     (22,899)     (35,337)
                                                 ---------    ---------    ---------
Extraordinary item-loss on early
   extinguishment of debt                           (6,414)          --           --
                                                 ---------    ---------    ---------
  Net loss                                       $ (28,315)   $ (22,899)   $ (35,337)
                                                 =========    =========    =========

Preferred Stock dividends                           (2,389)      (4,644)      (5,057)
                                                 ---------    ---------    ---------
  Net loss applicable to common stock            $ (30,704)   $ (27,543)   $ (40,394)
                                                 =========    =========    =========

Basic and Diluted losses per common
 share before extraordinary item:
  Class A and C Common Stock                     $   (0.95)   $   (1.06)   $   (1.52)

Extraordinary loss per common share:
  Class A and C Common Stock                         (0.25)          --           --

Basic and Diluted losses per common share:
  Class A and C Common Stock                     $   (1.20)   $   (1.06)   $   (1.52)
See accompanying notes to consolidated financial statements.

                                       F-4
PETROLEUM HEAT AND POWER CO., INC. AND SUBSIDIARIES

     Consolidated Statements of Changes in Stockholders' Equity (Deficiency)
                  Years Ended December 31, 1996, 1997 and 1998

                                 (In thousands)
Common Stock
                        ---------------------------------------------------------
                             Class A              Class B            Class C                                Accumulated
                        ---------------------------------------------------------  Additional                  Other
                        No. of               No. of              No. of              Paid-In               Comprehensive
                        Shares     Amount    Shares     Amount   Shares    Amount    Capital     Deficit       Income       Total
                        ------     ------    ------     ------   ------    ------    -------     -------       ------       -----
                       ------------------------------------------------------------------------------------------------------------
Balance at 12/31/95     22,653     $2,266       14          $1    2,558      $256    $76,418   $(174,972)     $(4,872)   $(100,903)

Net loss                                                                                         (28,315)                  (28,315)

Other comprehensive
 income:
  Minimum pension
   liability adj.                                                                                              (1,193)      (1,193)
                                                                                                                         ----------
Comprehensive income                                                                                                       (29,508)

Cash dividends
 declared and paid
 (See notes 7 & 8)                                                                               (13,880)                  (13,880)
Cash div. payable
 (See notes 7 & 8)                                                                                (3,857)                   (3,857)
Class A Common Stock
 issued under the
 Div. Reinvest. Plan       302         30                                              2,034                                 2,064
Other                      (24)        (2)      (3)         --        9         1        352                                   351
                       ------------------------------------------------------------------------------------------------------------
Balance at 12/31/96     22,931      2,294       11           1    2,567       257     78,804    (221,024)      (6,065)    (145,733)

Net loss                                                                                         (22,899)                  (22,899)

Other comprehensive
 income:
  Minimum pension
   liability adj.                                                                                               1,419        1,419
                                                                                                                         ----------
Comprehensive income                                                                                                       (21,480)

Cash dividends
 declared and paid
 (See notes 7 & 8)                                                                               (10,479)                  (10,479)

Cash div. payable
 (See notes 7 & 8)                                                                                (1,963)                   (1,963)
Class A Common Stock
 issued under the
 Div. Reinvest. Plan       691         69                                              2,331                                 2,400
Other                      (16)        (2)                           10         1        223                                   222
                       ------------------------------------------------------------------------------------------------------------
Balance at 12/31/97     23,606      2,361       11           1    2,577       258     81,358    (256,365)      (4,646)    (177,033)

Net loss                                                                                         (35,337)                  (35,337)

Other comprehensive
 income:
  Minimum pension
   liability adj.                                                                                                 (91)         (91)
                                                                                                                         ----------
Comprehensive income                                                                                                       (35,428)

Cash dividends
 declared and paid
 (See notes 7 & 8)                                                                                (5,057)                   (5,057)
Class A Common Stock
 issued under the
 Div. Reinvest. Plan       271         27                                                583                                   610
Jr. Convertible
 preferred stock
 issued in connection
 with exchange offer                                                                   1,216                                 1,216
Other                      (12)        (1)                           10         1       (133)                                 (133)
                       ------------------------------------------------------------------------------------------------------------
Balance at 12/31/98     23,865     $2,387       11          $1    2,587      $259    $83,024   $(296,759)     $(4,737)   $(215,825)
                       ============================================================================================================
See accompanying notes to consolidated financial statements.

                                      F - 5
PETROLEUM HEAT AND POWER CO., INC. AND SUBSIDIARIES
                      Consolidated Statements of Cash Flows
(In thousands)                                                          Years Ended December 31,
                                                                    --------------------------------
                                                                      1996        1997        1998 
                                                                    --------    --------    --------
Cash flows from (used in) operating activities:
Net loss                                                            $(28,315)   $(22,899)   $(35,337)
Adjustments to reconcile net loss to
 net cash provided by (used in) operating activities:
  Amortization of customer lists                                      18,611      17,903      16,669
  Depreciation of plant and equipment                                  6,574       7,204       6,969
  Amortization of deferred charges                                     2,888       3,175       2,899
  Amortization of debt issuance costs                                  1,872       1,464       1,404
  Share of (income)loss of Star Gas                                   (2,283)        235       1,120
  Provision for losses on accounts receivable                          1,882       1,853       1,419
  Provision for supplemental benefits                                    873         565         358
  Loss on early extinguishment of debt                                 6,414          --          --
  Gain on sale of business                                            (1,781)    (11,284)         --
  Other                                                                  105        (186)       (126)

  Change in Operating Assets and Liabilities, net of
   effects of acquisitions and dispositions:
    Decrease in accounts receivable                                      117      12,522      20,723
    Decrease (increase) in inventory                                  (1,671)      5,799      (1,249)
    Decrease (increase) in other current assets                         (575)        845         439
    Decrease (increase) in other assets                                  (86)       (123)         68
    Decrease in accounts payable                                      (3,836)     (4,229)     (4,630)
    Increase (decrease) in customer credit balances                   (2,142)      3,299       7,117
    Increase (decrease) in unearned service contract revenue            (147)        (67)        109
    Increase (decrease) in accrued expenses                           (2,352)      2,568       1,332
                                                                    --------    --------    --------
 Net cash provided by (used in) operating activities                  (3,852)     18,644      19,284
                                                                    --------    --------    --------
Cash flows from (used in) investing activities:
 Minimum quarterly distributions from Star Gas Partnership             4,313       5,507       4,367
 Acquisitions                                                        (28,493)    (16,252)         --
 Capital expenditures                                                 (6,874)     (6,980)     (4,584)
 Proceeds from sale of business                                        4,073      15,571          --
 Net proceeds from sales of fixed assets                                 788       1,174         218
                                                                    --------    --------    --------
  Net cash provided by (used in) investing activities                (26,193)       (980)          1
                                                                    --------    --------    --------

Cash flows from (used in) financing activities:
 Net proceeds from sale of Star Gas Partnership units                     --          --       1,271
 Net proceeds from issuance of common stock                            2,064       2,400         610
 Net proceeds from issuance of preferred stock                            --      28,323          --
 Repayment of senior notes payable                                    (1,050)     (1,050)     (1,050)
 Repurchase of subordinated notes                                    (49,612)     (1,050)     (1,050)
 Redemption of preferred stock                                        (4,167)     (4,167)     (4,167)
 Repurchase of common stock                                              (39)         --          --
 Credit facility borrowings                                           51,000      16,000       5,000
 Credit facility repayments                                          (29,000)    (35,000)     (8,000)
 Net decrease (increase) in restricted cash                            3,000      (6,350)     (2,450)
 Cash dividends paid                                                 (17,702)    (14,336)     (7,020)
 Other                                                                   523      (3,301)     (2,815)
                                                                    --------    --------    --------
  Net cash provided by (used in) financing activities                (44,983)    (18,531)    (19,671)
                                                                    --------    --------    --------
 Net (decrease) in cash                                              (75,028)       (867)       (386)
 Cash at beginning of year                                            78,285       3,257       2,390
                                                                    --------    --------    --------
 Cash at end of year                                                $  3,257    $  2,390    $  2,004
                                                                    ========    ========    ========
Supplemental Disclosure of Cash Flow Information:
Cash paid during the year for:
 Interest                                                           $ 37,007    $ 33,879    $ 33,304
 Income taxes                                                            215         140         162
Noncash investing and financing activities:
 Issuance of notes payable                                                --          --          --
 Acquisitions                                                             --     (26,467)         --
 Asset conveyance to Star Gas Partnership                                 --      26,467          --
 Star Gas Partnership units received pursuant to asset conveyance         --      (3,467)         --
 Increase in tax liability from asset conveyance                          --       3,467          --
 Issuance of junior preferred stock pursuant to subordinated
  bond and cumulative redeemable preferred stock exchange                 --          --       1,216
 Increase in deferred charges                                             --          --      (1,216)
See accompanying notes to consolidated financial statements.

                                       F-6
PETROLEUM HEAT AND POWER CO., INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                      (In thousands, except per share data)

(1) Summary of Significant Accounting Policies

Principles of Consolidation

The consolidated financial statements include the accounts of Petroleum Heat and
Power Co., Inc. ("Petro") and its subsidiaries ("the Company"), each of which is
wholly owned. The Company currently operates in twenty-six major markets in the
Northeast, including the metropolitan areas of Boston, New York City, Baltimore,
Providence, and Washington DC serving approximately three hundred and forty
thousand customers in those areas. Credit is granted to substantially all of
these customers with no individual account comprising a concentrated credit
risk.

The Company is primarily engaged in the retail distribution of #2 home heating
oil, related equipment services, and equipment sales to residential and
commercial customers. It operates from twenty-four branches / depots and
thirteen satellites primarily in the Northeast United States. #2 home heating
oil is principally used by the Company's residential and commercial customers to
heat their homes and buildings, and as a result, weather conditions have a
significant impact on the demand for the product. Actual weather conditions can
vary substantially from year to year, and accordingly can significantly affect
the Company's performance.

In addition, the Company through its wholly owned subsidiary Star Gas
Corporation ("Star Gas"), has a 40.5% equity interest in Star Gas, L.P. (the
"Partnership") which is being accounted for by the equity method. Additionally,
Star Gas is the general partner of the Partnership. The Partnership is primarily
engaged in the retail distribution of propane and related equipment and supplies
to residential, commercial, industrial, agricultural and motor fuel customers.
The Partnership believes that it is the eighth largest retail propane
distributor in the United States, serving approximately one hundred and
sixty-six thousand customers from fifty-five branch locations and thirty-two
satellite storage facilities in the Midwest and nineteen branch locations and
fourteen satellite storage facilities in the Northeast. The Partnership also
serves approximately thirty wholesale customers from its wholesale operation in
southern Indiana (see note 2 and 3).

Comprehensive Income

The Company's comprehensive income consists of net income and other
comprehensive income, the sole component of which is the minimum pension
liability adjustment.

Use of Estimates

The preparation of financial statements in accordance with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements, and
the reported amounts of revenue and expenses during the reporting period. Actual
results could differ from those estimates.

Revenue Recognition

Sales of fuel oil and heating equipment are recognized at the time of delivery
of the product to the customer or at the time of sale or installation. Revenue
from repairs and maintenance service is recognized upon completion of the
service. Payments received from customers for heating equipment service
contracts are deferred and amortized into income over the terms of the
respective service contracts, on a straight line basis, which generally do not
exceed one year.

                                       F-7
PETROLEUM HEAT AND POWER CO., INC. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                      (In thousands, except per share data)

(1) Summary of Significant Accounting Policies (Continued)

Equity Accounting for Star Gas Investment

The Company has accounted for its investment in the Partnership using the equity
method of accounting since the Partnership's initial public offering in December
1995 (see note 2 and 3). The Company believes that the equity method is
appropriate due to the Partnership Agreement which places significant
restrictions on the General Partner's authority to make Partnership decisions
such as possessing or assigning specific partnership property, admitting a new
partner, or transferring its interest as General Partner. The Partnership
Agreement also allows for the removal of the General Partner by a 2/3 vote of
the common unitholders. In addition, Petro has no voting rights, except to the
extent that the Company holds Common Units, which are minimal.

Inventories

Inventories are stated at the lower of cost or market using the first-in,
first-out method. The components of inventories were as follows at the dates
indicated:

                                      December 31,
                                 ---------------------
                                    1997        1998
                                    ----        ----
Fuel oil                         $   9,246   $  11,158
Parts and equipment                  7,039       6,376
                                 =========   =========
                                 $  16,285   $  17,534
                                 =========   =========

Property, Plant and Equipment

Property, plant and equipment are carried at cost. Depreciation is computed
using the straight-line method over the estimated useful lives of the assets.

Customer Lists and Deferred Charges

Customer lists are recorded at cost less accumulated amortization. Amortization
for the fuel oil customer lists is computed using the straight-line method with
90% of the cost amortized over six years and 10% of the cost amortized over 25
years.

Deferred charges include goodwill and payments related to covenants not to
compete. The covenants are amortized using the straight-line method over the
terms of the related contracts while goodwill is amortized using the
straight-line method over a twenty-five year period. Also included as deferred
charges are the costs associated with the issuance of the Company's subordinated
debt. Such costs are being amortized using the interest method over the lives of
the instruments.

The Company assesses the recoverability of intangible assets at the end of each
fiscal year and, when appropriate, at the end of each fiscal quarter, by
comparing the carrying values of such intangibles to market values, where a
market exists, supplemented by cash flow analyses to determine that the carrying
values are recoverable over the remaining estimated lives of the intangibles
through undiscounted future operating cash flows. When an intangible asset is
deemed to be impaired, the amount of impairment is measured based on market
values, as available, or by projected operating cash flows, using a discount
rate reflecting the Company's assumed average cost of funds.

Advertising Expenses

Advertising costs are expensed as they are incurred. Advertising expenses were
$2,947, $3,294 and $2,503 for 1996, 1997 and 1998 respectively.

Issuance of Stock by Subsidiaries

At the time a subsidiary sells its stock to an unrelated party a gain is
recognized only if there are no significant uncertainties regarding realization.

Customer Credit Balances

Customer credit balances represent payments received from customers pursuant to
a budget payment plan (whereby customers pay their estimated annual fuel charges
on a fixed monthly basis) in excess of actual deliveries billed.

                                       F-8
PETROLEUM HEAT AND POWER CO., INC. AND SUBSIDIARIES

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
                      (In thousands, except per share data)

(1) Summary of Significant Accounting Policies - (Continued)

Concentration of Revenue with Guaranteed Maximum Price Customers

Approximately 25% of the Company's heating oil volume is sold to individual
customers under an agreement pre-establishing the maximum sales price of oil
over a twelve month period. The maximum price at which oil is sold to these
capped-price customers is renegotiated in the Spring of each year in light of
then current market conditions. The Company currently enters into forward
purchase contracts and futures contracts for a substantial majority of the oil
it sells to these capped-price customers in advance and at a fixed cost. Should
events occur after a capped-sales price is established that increases the cost
of oil above the amount anticipated, margins for the capped-price customers
whose oil was not purchased in advance would be lower than expected, while those
customers whose oil was purchased in advance would be unaffected. Conversely,
should events occur during this period that decrease the cost of oil below the
amount anticipated, margins for the capped-price customers whose oil was
purchased in advance could be lower than expected, while those customers whose
oil was not purchased in advance would be unaffected or higher than expected.

For the year ended December 31, 1997 the Company purchased put options to hedge
the risk associated with a decrease in heating oil prices in situations where
forward purchase contracts and futures contracts had been entered into to match
capped-price customer commitments. The cost of acquiring these options was
recognized in cost of goods sold over the life of each option agreement. For the
year ended December 31, 1998 the Company did not purchase similar put options.

In accordance with SFAS No. 80, "Accounting for Futures Contracts," futures
contracts are classified as a hedge when the item to be hedged exposes the
company to price risk and the futures contract reduces that risk exposure.
Future contracts that relate to transactions that are expected to occur are
accounted for as a hedge when the significant characteristics and expected terms
of the anticipated transactions are identified and it is probable that the
anticipated transaction will occur. If a transaction does not meet the criteria
to qualify as a hedge, it is considered to be speculative. Any gains or losses
associated with futures contracts which are classified as speculative are
recognized in the current period. If a futures contract that has been accounted
for as a hedge is closed or matures before the date of the anticipated
transaction, the accumulated change in value of the contract is carried forward
and included in the measurement of the related transaction. Option contracts are
accounted for in the same manner as futures contracts. At December 31, 1997 and
1998 the Company had futures contracts to buy #2 home heating oil with notional
amounts totaling $11,925 and $17,406, and futures contracts to sell #2 home
heating oil with notional amounts totaling $5,061 and $0 respectively.

At December 31, 1997 the Company had put options outstanding with an aggregate
notional value of $14,438 to hedge the risk associated with approximately 50% of
the 33.8 million gallons of heating oil forward purchase contracts and 20.6
million gallons under futures contracts, that expired at various times with no
contract expiring later than April 1998. At December 31, 1998 the Company did
not have similar put options, but did have 15.7 million gallons of heating oil
forward purchase contracts and 38.8 million gallons of futures contracts, which
expire at various times with no contract expiring later than May 1999. The
unrealized losses on the Company's hedging activity was ($2.7) million and
($6.0) million at December 31, 1997 and 1998 respectively. This hedging activity
is designed to help the Company achieve its planned margins and represents
approximately 23% and 24% of the expected total #2 oil volume for the
corresponding 1997 and 1998 period.

The carrying amount of all hedging financial instruments at December 31, 1997
and 1998 was $488 and $3,009 respectively, and were included in Prepaid Expenses
on the Consolidated Balance Sheet. The risk that counterparties to such
instruments may be unable to perform is minimized by limiting the counterparties
to major oil companies and major financial institutions, including the New York
Mercantile Exchange. The Company does not expect any losses due to such
counterparty default.

Corporate Identity Expenses

Corporate identity expenses represent the costs associated with the Company's
brand identity program, implemented first in Long Island in 1996 and in the
Company's Metro New York and Mid Atlantic regions in 1997. These expenses
include the cost of repainting all delivery and service vehicles to reflect the
Company's new identity, and are expensed as they are incurred.

                                       F-9
PETROLEUM HEAT AND POWER CO., INC. AND SUBSIDIARIES

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
                      (In thousands, except per share data)

(1) Summary of Significant Accounting Policies - (Continued)

Star Gas Transaction Expenses

Star Gas transaction expenses represent costs incurred in association with the
Company's previously announced business combination with the Partnership (see
note 3). These expenses include legal, printing, advisory, and other
professional charges incurred to accomplish this business combination, and are
expensed as they are incurred. The Company estimates that it will incur a total
of $7.5 million to $8.5 million of costs associated with this transaction. If
this transaction is successfully completed, the Partnership will reimburse the
Company approximately $7.0 million for these expenses.

Environmental Costs

The Company expenses, on a current basis, costs associated with managing
hazardous substances and pollution in ongoing operations. The Company also
accrues for costs associated with the remediation of environmental pollution
when it becomes probable that a liability has been incurred and the amount can
be reasonably estimated.

Income Taxes

The Company files a consolidated Federal Income Tax return with its
subsidiaries. Deferred tax assets and liabilities are recognized for the future
tax consequences attributable to differences between the financial statement
carrying amount of assets and liabilities and their respective tax bases and
operating loss carryforwards. Deferred tax assets and liabilities are measured
using enacted tax rates expected to apply to taxable income in the years in
which those temporary differences are expected to be recovered or settled.

Basic and Diluted Earnings (Losses) per Common Share

The company computes basic and diluted earnings per share in accordance with the
requirements of the Financial Accounting Standards Board ("FASB") Statement of
Financial Accounting Standards ("SFAS") No. 128 - "Earnings Per Share". When the
impact of converting dilutive securities are antidilutive, the computation
treats such conversions as having no effect and presents basic and diluted
earnings per share as the same amount during periods with losses (see note 17).

Accounting Changes

In June 1997, the Financial Accounting Standards Board ("FASB") issued Statement
of Financial Accounting Standards ("SFAS") No. 130 - "Reporting Comprehensive
Income." SFAS No. 130 establishes standards for reporting and displaying changes
in equity that results from non-owner transactions and events. This statement is
effective for fiscal years beginning after December 15, 1997. The Company
adopted SFAS No. 130 and has made the appropriate disclosures.

In June 1997 the FASB issued SFAS No. 131 - "Disclosures about Segments of an
Enterprise and Related Information." SFAS No. 131 requires disclosures about
segments of an enterprise and related information such as the different types of
business activities and economic environments in which a business operates. This
statement is effective for fiscal years beginning after December 15, 1997. The
Company adopted SFAS No. 131 and in accordance with the Statement has disclosed
its only reportable segment.

In February 1998 the FASB issued SFAS No. 132 - "Employer's Disclosures about
Pensions and Other Postretirement Benefits." SFAS No. 132 attempts to
standardize the disclosure requirements for pensions and other postretirement
benefits. This statement is effective for fiscal years beginning after December
15, 1997. The Company adopted SFAS No. 132 and has made the appropriate
disclosures.

In June 1998 the FASB issued SFAS No. 133 - "Accounting for Derivative
Instruments and Hedging Activities." SFAS No. 133 establishes accounting and
reporting standards for derivative instruments, including certain derivative
instruments embedded in other contracts, and for hedging activities. This
statement is effective for all fiscal quarters of all fiscal years beginning
after June 15, 1999. The Company is assessing the impact and disclosure
requirements of SFAS No. 133.

                                      F-10
PETROLEUM HEAT AND POWER CO., INC. AND SUBSIDIARIES

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
                      (In thousands, except per share data)

(2) Star Gas Investment

In December 1993, the Company acquired an approximate 29.5% equity interest
(42.8% voting interest) in Star Gas for $16.0 million in cash. Each of the other
investors in Star Gas granted the Company an option, exercisable to December 31,
1998, to purchase such investor's interest in Star Gas. In December 1994, the
Company exercised its right to purchase the remaining outstanding common equity
of Star Gas by paying $3.8 million in cash and issuing approximately 2.5 million
shares ($22.1 million) of the Company's Class A Common Stock. The Company also
incurred $0.9 million of acquisition related cost in connection with the Star
Gas acquisition. The acquisition was accounted for as a purchase and accordingly
the purchase price was allocated to the underlying assets and liabilities based
upon the Company's estimate of their respective fair value at the date of
acquisition. The fair value of assets acquired was $141.3 million (including
$3.3 million in cash) and liabilities and preferred stock was $109.5 million.
The excess of the purchase price over the fair value of assets acquired and
liabilities assumed was $9.0 million and was being amortized over a period of
twenty-five years.

The Company's investment in Star Gas was accounted for using the equity method
from December 23, 1993 to December 7, 1994, at which time the Company exercised
its right to purchase the remaining outstanding common equity of Star Gas (the
"Star Gas Acquisition"). From December 8, 1994 to December 19, 1995 while Star
Gas was a wholly owned subsidiary of Petro, Star Gas operations, assets and
liabilities were included in the consolidated financial statements of the
Company.

In November 1995, Star Gas organized Star Gas Partners, L.P. a Delaware limited
partnership (the "Partnership") and Star Gas and the Partnership together
organized Star Gas Propane, L.P., a Delaware limited partnership ("Operating
Partnership"). In December 1995, Petro transferred substantially all of its
propane assets and liabilities to Star Gas, and Star Gas transferred ("Star Gas
Conveyance") substantially all of its assets (including the propane assets
transferred by Petro) in exchange for a general partnership interest in the
Operating Partnership and the assumption by the Operating Partnership of
substantially all of the liabilities of Star Gas. The total value of the assets
conveyed to the Operating Partnership was $156.5 million. Concurrently with the
Star Gas Conveyance, Star Gas issued approximately $85.0 million in First
Mortgage Notes to certain institutional investors. In connection with the Star
Gas Conveyance, the Operating Partnership assumed $91.5 million of Star Gas
liabilities including the $85.0 million of First Mortgage Notes; however, Star
Gas retained approximately $83.7 million in cash from the proceeds of the First
Mortgage Notes. As a result of the foregoing transactions ("1995 Star Gas
Transaction"), Star Gas received a 46.5% equity interest in the Partnership, and
Petro received distributions from the public sale of 2.6 million Master Limited
Partnership units at $20.46 per share for $51.0 million in cash. In order for
the Partnership to begin operations with $6.2 million of working capital, Star
Gas and the Operating Partnership agreed that the amount of debt assumed by the
Operating Partnership would be adjusted upward or downwards to the extent that
the working capital of the Operating Partnership at closing was more or less
than $6.2 million. At closing, the net working capital of the Operating
Partnership was $9.2 million and as a result, $3.0 million was paid to Petro in
January 1996.

In accordance with the Company's accounting policies, the Company deferred the
gain of approximately $20.0 million for this transaction because the Company
holds subordinate units which do not have a readily ascertainable market price
creating an uncertainty regarding realization, and due to the fact that Star Gas
as general partner had a $6.0 million additional capital contribution obligation
to enhance the Partnership's ability to make quarterly distributions on the
common units (at December 31, 1998, these funds were no longer restricted at the
Star Gas level and had been released to Petro since the quarterly guarantee
provisions were fulfilled). The Company will recognize the gain from this
transaction when the Company's subordinated units convert into common units in
accordance with the terms of the partnership agreement. In general, full
conversion of subordinated units to common units will take place no earlier than
the first day of any quarter beginning on or after January 1, 2001, based upon
the satisfaction of certain performance criteria for a period of at least three
non-overlapping consecutive four-quarter periods immediately preceding the
conversion date.

In October 1997, Star Gas acquired the outstanding stock of an unaffiliated Ohio
propane company ("1997 Star Gas Transaction") and in an equal exchange
subsequently transferred all of such assets to the Partnership for the
assumption of $23 million of debt incurred by Star Gas in connection with this
acquisition, a 0.00027% general partnership interest in the Partnership along
with one hundred and forty-eight thousand Partnership common units, and the
assumption by Star Gas of approximately $3.5 million of future income tax
liabilities resulting from this asset conveyance. Subsequently in December 1997,
the Company sold twenty-four thousand common units and in January 1998 sold
sixty-three thousand common units.

                                      F-11
PETROLEUM HEAT AND POWER CO., INC. AND SUBSIDIARIES

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
                      (In thousands, except per share data)

(2) Star Gas Investment (Continued)

As a result of the Partnership's secondary public offering in December 1997 a
difference of $2.4 million between the Company's carrying value of its
investment in the Partnership and its ownership percentage of the underlying net
assets of the Partnership, is being amortized to income over twenty-five years.
As of December 31, 1998 Petro has, through Star Gas, a 40.5% equity interest in
the Partnership and Star Gas is its general partner.

(3) Star Gas / Petro Transaction

On October 23, 1998, the Partnership and Petro jointly announced that they have
signed a definitive merger agreement pursuant to which Petro would be acquired
by the Partnership and would become a wholly-owned subsidiary of the Partnership
("the Star Gas/Petro transaction"). It is anticipated that this acquisition will
be accounted for using the purchase method of accounting. This transaction would
be effected through Petro shareholders exchanging their approximate 26.5 million
shares of Petro Common Stock for an approximate 3.2 million limited partnership
units and General Partnership units of the Partnership which will be
subordinated to the existing Common Units of the Partnership.

Of the 3.2 million subordinated Partnership units anticipated to be distributed
to Petro shareholders, 2.5 million will be Senior Subordinated Units and 0.7
million will be Junior Subordinated Units and General Partnership Units. The
Senior Subordinated Units will be publicly registered and tradable (they are
expected to be listed on the New York Stock Exchange) and will be subordinated
in distributions to the Partnership's Common Units. The Junior Subordinated
Units and General Partnership Units will not be registered nor publicly tradable
and will be subordinated to both the Common Units and the Senior Subordinated
Units. The Senior Subordinated Units will be exchanged with holders of Petro's
Class A and Class C Common Stock, other then shares held by Audrey Sevin, Irik
Sevin, and two corporations controlled by Wolfgang Traber, whose shares will be
exchanged for Junior Subordinated Units and General Partnership Units.

Pursuant to the partnership subordination provision, distributions on the
Partnership's Senior Subordinated Units may be made only after distributions of
Available Cash on Common Units meet the Minimum Quarterly Distribution ("MQD")
requirement. Distributions on the Partnership's Junior Subordinated Units and
General Partner Units may be made only after distributions of Available Cash on
Common Units and Senior Subordinated Units meet the MQD requirement. The
Subordination Period will generally extend until the Partnership earns and pays
its MQD for three years. As a condition of the Star Gas/Petro transaction, the
Partnership agreement will be amended so that no distribution will be paid on
the Senior Subordinated Units, Junior Subordinated Units, or the General Partner
Units except to the extent Available Cash is earned from operations beginning
with the quarter ending December 31, 1999. The first possible distribution is
February 2000.

Like many other publicly traded master limited partnerships, the Partnership
contains a provision which provides the General Partner with incentive
distributions in excess of certain targeted amounts. This provision will be
modified so that should there be any such incentive distributions, they will be
made pro rata to the holders of Senior Subordinated Units, Junior Subordinated
Units, and General Partner Units. In connection with the Star Gas/Petro
transaction, the Senior Subordinated Units, Junior Subordinated Units and
General Partnership Units can earn, pro rata, 0.3 million additional Senior
Subordinated Units each year that Petro meets certain financial goals to a
maximum of 0.9 million additional Senior Subordinated Units.

                                      F-12
PETROLEUM HEAT AND POWER CO., INC. AND SUBSIDIARIES

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
                      (In thousands, except per share data)

(3) Star Gas / Petro Transaction (Continued)

In connection with the Star Gas/Petro transaction, the Partnership intends to
raise approximately $170 million through a public offering of Common Units and
$90 million through a private offering of debt securities. The net proceeds from
these offerings will be used primarily to redeem approximately $240 million in
Petro public and private debt and preferred stock. Any such offering will be
made only by means of a prospectus or in transactions not requiring registration
under securities laws.

In October 1998, Petro completed an exchange offer with the holders of its 10
1/8% notes, 9 3/8% debentures, and 12 1/4% debentures and entered into
individually negotiated agreements with the holders of its 12 7/8% preferred
stock. In the debt exchange offer and preferred stock agreements, the holders of
approximately 98.5% in aggregate principal amount and liquidation preference of
Petro's public debt and preferred stock exchanged those securities for a like
principal amount and liquidation preference of new securities, the terms of
which are in all material respects the same as the terms of the old securities,
except that (1) the new debt securities are senior to the old debt securities,
and (2) the terms of the new debt securities and the new preferred stock (i)
give Petro the right to redeem these securities at the closing of the Star Gas /
Petro transaction but not later than April 1, 1999 at; 103.5% of face value for
the new 12 1/4% debentures; 100% of face value for the new 10 1/8% notes; 100%
of face value for the new 9 3/8% debentures; and $23.00 per share for the new 12
7/8% preferred stock; and (ii) eliminate substantially all covenants from the
indentures under which the old debt securities were issued. The tendering
holders of the old 12 7/8% preferred stock have also granted Petro an
irrevocable proxy to vote all their shares of preferred stock in favor of the
acquisition proposal at the special meeting.

In the debt exchange offer, Petro issued an aggregate 0.8 million shares of
junior convertible preferred stock (convertible to Petro Class A Common Stock on
a share for share basis) to the tendering holders. At the completion of the
transaction, those shares will be exchanged into an aggregate 0.1 million
Partnership Common Units in the merger. Holders of these shares have also
granted Petro an irrevocable proxy or have agreed to vote these shares in favor
of the acquisition proposal.

Petro currently has a 40.5% equity interest in the Partnership representing its
2.4 million Subordinated Units and a 2.0% interest in the Partnership or the
equivalent of 0.1 million units. As part of the Transaction, these units will be
contributed to the Partnership by Petro in exchange for one hundred and three
thousand Common Units and approximately 2.0 million Senior Subordinated Units.
The Common Units will be exchanged by Petro with the holders of Petro Junior
Convertible Preferred Stock and the Senior Subordinated Units ultimately be
exchanged with a portion of the holders of Petro's Common Stock. After
completion of the Star Gas/Petro transaction, the Petro shareholders will own
approximately 20% of the Partnership's equity through Subordinated Units and
General Partnership Units. The holders of the Partnership's Common Units
(including an estimated 8.9 million Common Units that will be sold in the
Partnership's $170 million public offering) will own an approximate aggregate
80% equity interest in the Partnership following the completion of the
transaction. The General Partner of the Partnership will be a newly organized
Delaware limited liability company that will be owned by certain officers and
directors of Petro consisting of Irik Sevin, Audrey Sevin and two entities
affiliated with Wolfgang Traber.

The completion of the Star Gas/Petro Transaction is subject to the receipt of
regulatory approvals, the approval of Star's non-affiliated Common unitholders
and non-affiliated Petro shareholders and other necessary partnership and
corporate approvals, as well as the successful completion of the debt and equity
offerings.

                                      F-13
PETROLEUM HEAT AND POWER CO., INC. AND SUBSIDIARIES

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
                      (In thousands, except per share data)

(4) Property, Plant and Equipment

The components of property, plant and equipment and their estimated useful lives
were as follows at the indicated dates:

                                       December           
                                  -----------------      Estimated
                                    1997      1998      Useful Lives
                                  --------  -------    --------------
Land                              $  2,088    2,088
Buildings                            5,641    6,672       20-45 years
Fleet and other equipment           38,065   38,811         3-7 years
Tanks and equipment                  1,460    1,932        8-20 years
Furniture and fixtures              18,678   19,757         5-7 years
Leasehold improvements               7,465    7,719    Term of leases
                                  --------  -------
                                    73,397   76,979

Less accumulated depreciation       42,782   48,855
                                  --------  -------
                                  $ 30,615  $28,124
                                  ========  =======

(5) Notes Payable and Other Long-Term Debt

Notes payable and other long-term debt, including working capital borrowings and
current maturities of long-term debt, consisted of the following at the
indicated dates:
December 31,
                                                                          -----------------
                                                                            1997      1998
                                                                            ----      ----
Notes payable to banks under credit facility (a)                          $ 3,000   $    --
Notes payable in connection with the purchase of fuel oil dealers and
 other notes payable, due in monthly, quarterly and annual installments
 with interest at various rates ranging from 8% to 15% per annum,
 maturing at various dates through the year 2004                           16,798    14,302
                                                                          -------   -------
                                                                           19,798    14,302

Less current maturities, including working capital borrowings               3,291     5,921
                                                                          -------   -------
                                                                          $16,507   $ 8,381
                                                                          =======   =======
a)    Pursuant to the July 1998 extension of the Credit Agreement as restated
      and amended (Credit Agreement), the Company may borrow up to $47.0 million
      under a working capital revolving credit facility with a sublimit under a
      borrowing base established weekly. Amounts borrowed under the working
      capital revolving credit facility are subject to a 60 day clean-up
      requirement during the period April 1 to September 30 of each year, and
      this portion of the Credit Agreement expires on June 29, 1999. The Company
      pays a facility fee of 0.5% on the unused portion of this facility. At
      December 31, 1998, no amount was outstanding under the working capital
      revolving credit facility.

      The Credit Agreement also includes a $14.1 million acquisition letter of
      credit facility all of which has been used to support notes given to
      certain sellers of heating oil companies. The Credit Agreement provides
      that on June 30, 1998 and June 29, 1999 that 83.3% and 100% respectively,
      of the facility outstanding be cash collateralized. As of December 31,
      1998 $11.8 million (83.3%) of this facility has been cash collateralized
      in accordance with the agreement.

      Interest under the Credit Agreement is payable monthly on the working
      capital revolving credit facility and is based upon a floating rate
      selected by the Company of either the Eurodollar Loan Rate or the
      Alternate Base Rate, plus 50 to 125 basis points on Alternate Base Rate
      Loans and 175 to 250 basis points on Eurodollar Loans, based upon the
      Interest Coverage Ratio (as defined in the Credit Agreement). Eurodollar
      Loan Rate means the prevailing rate in the interbank Eurodollar market
      adjusted for reserve requirements. Alternate Base Rate means the greater
      of (i) the prime or base rate of The Chase Manhattan Bank in effect or
      (ii) the Federal funds rate in effect plus 1/2 of 1%. The weighted average
      rate for 1997 and 1998 was 7.75% and 7.62% respectively.

      The fees for the Credit Agreement acquisition letters of credit range from
      225 to 300 basis points based upon the same ratio as that used for the
      working capital revolving credit facility. To the extent that the letters
      of credit are cash collateralized the fee is reduced to 25 basis points.

                                      F-14
PETROLEUM HEAT AND POWER CO., INC. AND SUBSIDIARIES

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
                      (In thousands, except per share data)

(5)   Notes Payable and Other Long-Term Debt - (Continued)

      Under the terms of the Credit Agreement, the Company is restricted from
      incurring any indebtedness except subordinated debt and certain other
      indebtedness specifically authorized, if certain ratios of EBITDA to
      interest are met. The Company is also restricted from amongst other
      things, in paying common cash dividends and making acquisitions of other
      companies, as well as not selling, transferring, or conveying customer
      lists except, among other exceptions, from a sale where the net cash
      proceeds are used to cash collateralize the acquisition letters of credit.
      The Credit Agreement also provides that the Company is required to
      maintain certain minimum levels of cash flow and EBITDA, as well as
      certain ratios of EBITDA to net interest expense, and limits the total
      amount of capital expenditures to $4.0 million per four consecutive
      quarters. In the event of noncompliance with certain of the covenants, the
      bank has the right to declare all amounts outstanding to be due and
      payable immediately.

      As collateral for the Credit Agreement the Company granted to the lenders
      a security interest in its receivables which at December 31, 1998 was
      $56,845.

      The Company expects to renew or replace the working capital revolving
      credit facility prior to June 29, 1999. Based on this expected renewal and
      the Company's working capital position and expected net cash to be
      provided by operating activities, the Company expects to be able to meet
      all of its obligations in 1999.

Aggregate annual maturities including working capital borrowings, but excluding
the requisite $2.5 million acquisition letter of credit facility cash
collateralization due in June 1999 are as follows as of December 31, 1998:

Years Ending
December 31,
------------
    1999          $ 5,921
    2000          $ 8,141
    2001               60
    2002               60
    2003               60
Thereafter             60
                  -------
                  $14,302
                  =======

(6)   Senior, Senior Subordinated, and Subordinated Notes Payable

Senior, Senior Subordinated, and Subordinated Notes Payable at the dates
indicated, consisted of:
December 31,
                                                                     -------------------
                                                                       1997       1998
                                                                       ----       ----
10.90%  Senior Notes (a)                                             $ 60,000   $ 60,000
14.10%  Senior Subordinated and Senior Notes (b)                        8,300      6,200
10 1/8% Senior Subordinated and Subordinated Notes (c)                 50,000     50,000
9 3/8%  Senior Subordinated and Subordinated Debentures (d)            75,000     75,000
12 1/4% Senior Subordinated and Subordinated Debentures (e)            81,250     81,250
                                                                     --------   --------

Total Senior, Senior Subordinated, and Subordinated Notes Payable     274,550    272,450

  Less short-term Senior Subordinated Notes (b)                         1,050      1,050
  Less short-term Senior Notes (b)                                      1,050      1,050
  Less long-term Senior Notes (a)(b)                                   63,100     62,050
                                                                     --------   --------

Total long-term Senior Subordinated and Subordinated Notes Payable   $209,350   $208,300
                                                                     ========   ========
In October 1998, Petro completed an exchange offer with the holders of its 10
1/8% notes, 9 3/8% debentures, and 12 1/4% debentures. In the debt exchange
offer the holders of approximately 98.5% in aggregate principal amount of
Petro's public debt exchanged those securities for a like principal amount of
new securities, the terms of which are in all material respects the same as the
terms of the old securities, except that (1) the new debt securities are senior
to the old debt securities, and (2) the terms of the new debt securities (i)
give Petro the right to redeem these securities at the closing of the Star Gas /
Petro transaction but not later than April 1, 1999 at; 103.5% of face value for
the new 12 1/4% debentures; 100% of face value for the new 10 1/8% notes; and
100% of face value for the new 9 3/8% debentures; and (ii) eliminate
substantially all covenants from the indentures under which the old debt
securities were issued.

                                      F-15
PETROLEUM HEAT AND POWER CO., INC. AND SUBSIDIARIES

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
                      (In thousands, except per share data)

(6)   Senior, Senior Subordinated, and Subordinated Notes Payable - (Continued)

a)    On September 1, 1988, the Company authorized the issuance of $60.0 million
      of Subordinated Notes originally due October 1, 1998 bearing interest
      payable semiannually at an average rate of 11.96% ("11.96% Notes"). In
      connection with the Company's 9 3/8% Subordinated Debenture offering in
      February 1994 (see note 6d) $30.0 million of the 11.96% Notes became
      ranked as senior debt. In February 1997 the Company entered into
      agreements ("Private Debt Modification") to among other things, exchange
      $30.0 million of the 11.96% Notes then ranked as subordinated debt for
      senior debt, and to extend the maturity date of the 11.96% Notes from
      October 1, 1998 to October 1, 2002 with $15.0 million sinking fund
      payments due on October 1, 2000 and October 1, 2001 and the remaining
      $30.0 million balance due on October 1, 2002. The Company paid
      approximately $1.1 million in fees and expenses to obtain such
      modifications. In addition, effective October 1, 1998, the interest on
      these notes were lowered to 10.9%. The debt instruments were not
      considered to be substantially different since the cash flow effect on a
      present value basis was less than 10 percent. Accordingly, the
      modification was not accounted for as an extinguishment of debt. All such
      notes are redeemable at the option of the Company, in whole or in part
      upon payment of a premium rate as defined.

b)    On January 15, 1991, the Company authorized the issuance of $12.5 million
      of 14.10% Subordinated Notes due January 15, 2001 bearing interest payable
      quarterly. In connection with the Company's 9 3/8% Subordinated Debenture
      offering in February 1994 (see note 6d) $6.25 million of these notes
      became ranked as senior debt. The notes are redeemable at the option of
      the Company, in whole or in part upon payment of a premium rate as
      defined. On each January 15th commencing 1996 and ending January 15, 2000,
      the Company is required to repay $2.1 million of these Notes. The
      remaining principal of $2.0 million is due on January 15, 2001. No premium
      is payable in connection with these required payments.

c)    On April 6, 1993, the Company issued $50.0 million of 10 1/8% Subordinated
      Notes due April 1, 2003 which are redeemable at the Company's option, in
      whole or in part, at any time on or after April 1, 1998 upon payment of a
      premium rate as defined. Interest is payable semiannually.

d)    On February 3, 1994, the Company issued $75.0 million of 9 3/8%
      Subordinated Debentures due February 1, 2006 which are redeemable at the
      Company's option, in whole or in part, at any time on or after February 1,
      1999 upon payment of a premium rate as defined. Interest is payable
      semiannually.

      In connection with the offering of its 9 3/8% Subordinated Debentures, the
      Company received consents of the holders of a majority of each class of
      subordinated debt and redeemable preferred stock (see note 8) to certain
      amendments to the respective agreements. In consideration for the
      consents, the Company paid holders of certain subordinated debt a cash
      payment of $0.6 million and caused approximately $42.6 million of the
      subordinated debt at December 31, 1994 to be ranked as senior debt. In
      addition, the Company agreed to increase dividends on the redeemable
      preferred stock by $2.00 per share per annum. The Company also paid
      approximately $1.5 million in fees and expenses to obtain such consents.

e)    On February 3, 1995, the Company issued $125.0 million of 12 1/4%
      Subordinated Debentures due February 1, 2005 which are redeemable at the
      Company's option, in whole or in part, at any time on or after February 1,
      2000 upon payment of a premium rate as defined. On February 5, 1996, a
      portion of the proceeds received as a result of the Star Gas MLP Offering
      (see note 2) were used to retire $43.8 million of the $125.0 million 12
      1/4% Subordinated Debentures. The Company paid $4.8 million, representing
      an 11% premium to retire this portion of the debt. Interest on these
      debentures is payable semi-annually.

Expenses connected with the above outstanding offerings, and amendments thereto,
amounted to approximately $15.8 million, which includes $1.2 million paid in
debt consents permitting the Star Gas MLP Offering (see note 2). At December 31,
1997 and 1998, the unamortized balances relating to notes still outstanding
amounted to approximately $8.4 million and $7.0 million respectively, and such
balances are included in Deferred Charges and Pension Costs on the Consolidated
Balance Sheet.

                                      F-16
PETROLEUM HEAT AND POWER CO., INC. AND SUBSIDIARIES

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
                      (In thousands, except per share data)

(6)   Senior, Senior Subordinated, and Subordinated Notes Payable - (Continued)

Aggregate annual maturities including sinking fund payments at December 31, 1998
are as follows:

Years Ended
December 31,
------------
   1999         $  2,100
   2000           17,100
   2001           17,000
   2002           30,000
   2003           50,000
Thereafter       156,250
                --------
                $272,450
                ========

The Company has substantial repayment obligations on indebtedness that become
due beginning in the year 2000. If the proposed Star Gas / Petro Transaction
(see note 3) is completed, these obligations are expected to be refinanced on or
before their maturities. In the event that such transaction does not occur, the
Company will explore alternatives including the repayment or refinancing of such
maturities. If such alternatives cannot be effected, it could have a material
adverse affect on the Company.

Total accrued interest on notes payable, and senior and subordinated notes which
were included in accrued expenses and other liabilities were $10,664 and $10,160
at December 31, 1997 and 1998 respectively.

(7)   Common Stock and Common Stock Dividends

The Company's outstanding Common Stock consists of Class A Common Stock, Class B
Common Stock and Class C Common Stock, each with various designations, rights
and preferences.

Holders of Class A Common Stock and Class C Common Stock have identical rights,
except that holders of Class A Common Stock are entitled to one vote per share
and holders of Class C Common Stock are entitled to ten votes per share. Holders
of Class B Common Stock do not have voting rights, except as required by law, or
in certain limited circumstances.

The following table summarizes the cash dividends declared on Common Stock and
the cash dividends declared per common share for the years indicated:

                                       Years Ended December 31,
                                     ----------------------------
Cash dividends declared                 1996       1997     1998
                                        ----       ----     ----
  Class A                            $  13,789  $   7,019  $   --
  Class C                                1,559        779      --
Cash dividends declared per share
  Class A                            $     .60  $     .30  $   --
  Class C                                  .60        .30      --

Under the Company's most restrictive dividend limitation imposed by certain debt
covenants, $31.6 million was available at December 31, 1998 for the payment of
dividends on all classes of Capital Stock. Under these covenants the amount
available for dividends is increased each quarter by 50% of the cash flow, as
defined, for the previous fiscal quarter, and by the new issuance of capital
stock. Notwithstanding these covenants, the Company is however currently
restricted from paying common stock dividends under its bank credit agreement.

On October 1, 1995 the Company began offering a Dividend Reinvestment and Stock
Purchase Plan which provides holders of the Company's Class A Common Stock and
Class C Common Stock a vehicle to reinvest their dividends and purchase
additional shares of Class A Common Stock at a 5% discount from the current
market price without incurring any fees. In addition, optional cash deposits
receive a 3% discount from the market price. Pursuant to the plan offering,
three hundred and two thousand, six hundred and ninety-one thousand, and two
hundred and seventy-one thousand additional Class A Common Shares were issued in
1996, 1997, and 1998 respectively.

                                      F-17
PETROLEUM HEAT AND POWER CO., INC. AND SUBSIDIARIES

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
                      (In thousands, except per share data)

(8)   Preferred Stock, Redeemable Preferred Stock and Exchangeable Preferred
      Stock

The Company entered into agreements dated as of August 1, 1989 with John Hancock
Mutual Life Insurance Company and Northwestern Mutual Life Insurance Company to
sell up to two hundred and fifty thousand shares of its Redeemable Preferred
Stock, par value $0.10 per share, at a price of one hundred dollars per share,
which shares are exchangeable into Subordinated Notes due August 1, 1999 ("1999
Notes").

On August 1 of each year, one-sixth of the number of originally issued shares of
each series of Redeemable Preferred shares outstanding, less the number of
shares of such series previously exchanged for 1999 Notes, are to be redeemed,
with the final redemption occurring on August 1, 1999. The redemption price is
one hundred dollars per share plus all accrued and unpaid dividends to such
August 1. As of December 31, 1997 and 1998, eighty-three thousand shares and
forty-two thousand shares respectively were outstanding of which forty-two
thousand shares were reflected as current.

In February 1997 the Company issued one million two hundred thousand shares of
its 12 7/8% Exchangeable Preferred Stock ("Exchangeable Preferred Stock") due
February 15, 2009, par value $0.10 per share, at a price of twenty-five dollars
per share. The Company incurred $1,678 of offering costs in connection with this
preferred stock issuance. Dividends are payable on these shares on February 15,
May 15, August 15 and November 15 of each year. These shares are callable at
twenty-three dollars per share at the closing of the Star Gas / Petro
transaction but not later than April 1, 1999 otherwise, the liquidation
preference on the Exchangeable Preferred Stock is twenty-five dollars per share,
and they are redeemable at the option of the Company in whole or in part, at any
time on or after February 15, 2002 upon payment of a premium rate as defined.
Subject to certain conditions the Company may also issue an additional eight
hundred thousand shares of Exchangeable Preferred Stock. Also, on any scheduled
dividend payment date on or after February 15, 2000 at the Company's option
these Exchangeable Preferred Stock may be exchanged into 12 7/8% Junior
Subordinated Exchangeable Debentures due 2009. At December 31, 1997 and 1998
$30.0 million of Exchangeable Preferred Stock was outstanding.

In August and September of 1998 the Company issued seven hundred and
eighty-seven thousand of no par value preferred stock ("Junior Convertible
Preferred Stock") in connection with the Star Gas / Petro transaction. These
shares were issued in addition to other consideration, for the early redemption
rights of its 9 3/8% Subordinated Debentures, 10 1/8% Subordinated Notes, 12
1/4% Subordinated Debentures and 12 7/8% Exchangeable Preferred Stock (see note
3). The Company issued such holders three and thirty-seven one-hundredths shares
of Junior Convertible Preferred Stock for each thousand dollars in principal
amount or liquidation preference of such securities. Each share of Junior
Convertible Preferred Stock will be exchangeable into thirteen one-hundredths of
a Partnership Common Unit at the conclusion of the Star Gas/Petro transaction
representing a maximum of approximately one hundred and three Common Units.
Should the transaction not be consummated, the Junior Convertible Preferred
Stock will be convertible into a like number of Class A Common Stock (see note
3).

Preferred dividends of $2,389, $4,644 and $5,057 were declared on all classes of
preferred stock in 1996, 1997, and 1998 respectively.

Aggregate annual maturities of Redeemable Preferred Stock and Exchangeable
Preferred Stock are as follows as of December 31, 1998:

Years Ended
December 31
-----------
    1999         $ 4,167
    2000              --
    2001              --
    2002              --
    2003              --
Thereafter        30,000
                 -------
                 $34,167
                 =======

                                      F-18
PETROLEUM HEAT AND POWER CO., INC. AND SUBSIDIARIES

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
                      (In thousands, except per share data)

(9)   Pension Plans

Effective December 31, 1996 the Company consolidated all of its defined
contribution pension plans and froze the benefits for nonunion personnel covered
under defined benefit pension plans. In the third quarter of 1997 the Company
froze the benefits of its New York City union defined benefit pension plan as a
result of operation consolidations. In freezing the defined benefit pension
plans and the New York City union defined benefit pension plan the Company
incurred $557 and $654 of expenses in 1996 and 1997 respectively, for pension
curtailment costs relating to the amortization of certain previously
unrecognized pension expenses.

The defined benefit and defined contribution plans covered substantially all of
the Company's nonunion employees. Benefits under the frozen defined benefit
plans were generally based on years of service and each employee's compensation.
Benefits under the consolidated defined contribution plan are based on an
employees compensation. Pension expense under all non-union plans for the years
ended December 31, 1996, 1997 and 1998 was $4,350, $4,036 and $4,428
respectively, net of amortization of the pension obligation acquired.

The following tables provide a reconciliation of the changes in the plans'
benefit obligations, fair value of assets, and a statement of the funded status
at the indicated dates:
December 31,
                                                                 --------------------
Reconciliation of Benefit Obligations                              1997        1998
                                                                   ----        ----
Benefit obligations at beginning of year                         $ 29,323    $ 29,258
Service cost                                                          116          --
Interest cost                                                       1,895       1,930
Actuarial (gain) loss                                                 977         (63)
Benefit payments                                                   (1,384)     (1,547)
Settlements                                                        (1,669)     (2,201)
                                                                 --------    --------
Benefit obligation at end of year                                $ 29,258    $ 27,377
                                                                 ========    ========

Reconciliation of Fair Value of Plan Assets
Fair value of plan assets at beginning of year                   $ 20,367    $ 22,292
Actual return on plan assets                                        2,780       2,561
Employer contributions                                              2,458         615
Benefit payments                                                   (1,384)     (1,547)
Settlements                                                        (1,929)     (2,883)
                                                                 --------    --------
Fair value of plan assets at end of year                         $ 22,292    $ 21,038
                                                                 ========    ========
Funded Status                                               1996         1997         1998
                                                            ----         ----         ----
Benefit obligation                                        $ 29,323     $ 29,258     $ 27,377
Fair value of plan assets                                   20,367       22,292       21,038
Unrecognized transition (asset) obligation                     (65)         (52)         (39)
Unrecognized prior service cost                                453           --           --
Unrecognized net actuarial (gain) loss                       6,812        5,807        4,776
                                                          --------     --------     --------
Prepaid (accrued) benefit cost prior to additional
 liability                                                  (1,756)      (1,211)      (1,602)
Amount included in comprehensive income                      6,065        4,646        4,737
                                                          --------     --------     --------
Prepaid (accrued) benefit cost                            $ (7,821)    $ (5,857)    $ (6,339)
                                                          ========     ========     ========

Components of Net Periodic Benefit Cost

Service cost                                              $  1,630     $    116     $     --
Interest cost                                                1,974        1,895        1,930
Expected return on plan assets                               1,573        1,787        1,846
Amortization of unrecognized transition (asset)
 obligation                                                     60          (13)         (13)
Amortization of prior service cost                              76           49           --
Recognized net (gains) losses                                  678          369          160
Settlement (gain) loss                                          --          344          572
Curtailment (gain) loss                                        557          404           --
                                                          --------     --------     --------
Net periodic benefit cost after curtailments
 and settlements                                          $  3,402     $  1,377     $    803
                                                          ========     ========     ========

Weighted-Average Assumptions Used in the Measurement of
the Company's Benefit Obligation as of December 31,

Discount rate                                                  6.5%         6.5%         6.5%
Expected return on plan assets                                 8.5%         8.5%         8.5%
Rate of compensation increase                                  4.0%         N/A          N/A
F-19
PETROLEUM HEAT AND POWER CO., INC. AND SUBSIDIARIES

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
                      (In thousands, except per share data)

(9)   Pension Plans - (Continued)

In addition, the Company made contributions to union-administered pension plans
during the years ended December 31, 1996, 1997 and 1998 of $2,996, $2,508, and
$1,991 respectively.

The Company recorded an additional minimum pension liability for underfunded
plans of $4,698 as of December 31, 1998, representing the excess of unfunded
accumulated benefit obligations over plan assets. A corresponding amount is
recognized as an intangible asset except to the extent that these additional
liabilities exceed the related unrecognized prior service costs and net
transition obligation, in which case the increase in liabilities is charged as a
reduction of stockholders' equity of $4,737 as of December 31, 1998.

In connection with the purchase of shares of a predecessor company as of January
1, 1979 by a majority of the Company's present holders of Class C Common Stock,
the Company assumed a pension liability in the aggregate amount of $1,512 as
adjusted, representing the excess of the actuarially computed present value of
accumulated vested plan benefits over the net assets available for such
benefits. Such liability, which amounted to $1,108 and $1,082 at December 31,
1997 and 1998 is being amortized over 40 years and is included in supplemental
benefits and other long-term liabilities at those dates.

Under a 1992 supplemental benefit agreement, Malvin P. Sevin, the Company's then
Chairman and Co-Chief Executive Officer, was entitled to receive $25 per month
for a period of one hundred twenty months following his retirement. In the event
of his death, his designated beneficiary is entitled to receive such benefit.
Mr. Sevin passed away in December 1992, prior to his retirement. The amounts
accrued for such benefit payable net of payments made at December 31, 1997 and
1998 were $1,204, and $1,005 respectively and are included in supplemental
benefits and other long-term liabilities on the balance sheets at those dates.

(10)  Leases

The Company leases office space and other equipment under noncancelable
operating leases which expire at various times through 2017. Certain of the real
property leases contain renewal options and require the Company to pay property
taxes.

The future minimum rental commitments at December 31, 1998 for all operating
leases having an initial or remaining noncancelable term of one year or more are
as follows:

Years Ending   Operating
  December      Leases
------------   ---------
       1999    $  4,333
       2000       3,763
       2001       3,194
       2002       3,437
       2003       3,292
 Thereafter      19,056
               --------
               $ 37,075
               ========
              
Rental expense under operating leases for the years ended December 31, 1996,
1997 and 1998 was $6,461, $7,475, and $6,621 respectively.

                                      F-20
PETROLEUM HEAT AND POWER CO., INC. AND SUBSIDIARIES

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
                      (In thousands, except per share data)

(11)  Income Taxes

Income tax expense was comprised of the following for the indicated periods:

                   Years Ended December 31,
                 ---------------------------
                  1996       1997       1998
                  ----       ----       ----
Current:
Federal          $   -      $   -      $   -
State              500        500        400
                   ---        ---        ---
                 $ 500      $ 500      $ 400
                  ====       ====       ====

The sources of deferred income tax expense (benefit) and the tax effects of each
were as follows:
Years Ended December 31,
                                                                       -----------------------------
                                                                         1996       1997       1998
                                                                       -------    -------    -------
Excess of book over tax (tax over book) depreciation                   $   (81)   $  (227)   $  (432)
Excess of book over tax amortization expense                            (2,051)    (2,490)    (2,727)
Excess of book over tax vacation expense                                  (180)      (107)       (12)
Excess of book over tax restructuring expense                             (206)      (618)       254
(Excess of book over tax) tax over book bad debt expense                   (41)        37         12
(Excess of book over tax) tax over book supplemental benefit expense       (14)        14         20
 Equity in income (loss) of Star Gas Partnership                         2,597      1,037     (1,048)
 Other, net                                                               (228)         5        197
 Recognition of tax benefit of net operating loss to the
   extent of current and previous recognized temporary differences      (9,114)    (4,491)    (8,130)
 Change in valuation allowance                                           9,318      6,840     11,866
                                                                       -------    -------    -------
                                                                       $    --    $    --    $    --
                                                                       =======    =======    =======
The components of the net deferred tax assets and the related valuation
allowance for 1997 and 1998 using current rates were as follows:

                                                     Years Ended December 31,
                                                     -----------------------
                                                         1997        1998
                                                       --------    --------
Net operating loss carryforwards                       $ 39,690    $ 47,820
Excess of tax over book depreciation                     (4,814)     (4,382)
Excess of book over tax amortization                      6,114       8,841
Excess of book over tax vacation expense                  1,600       1,612
Excess of book over tax restructuring expense               824         570
Excess of book over tax bad debt expense                    333         321
Excess of book over tax supplemental benefit expense        666         646
Equity in loss (income) of Star Gas Partnership          (2,775)     (1,727)
Other, net                                                  360         163
                                                       --------    --------
                                                         41,998      53,864
Valuation allowance                                     (41,998)    (53,864)
                                                       --------    --------
                                                       $     --    $     --
                                                       ========    ========

A valuation allowance is provided when it is more likely than not that some
portion of the deferred tax asset will not be realized. The Company has
determined, based on the Company's recent history of annual net losses, that a
full valuation allowance is appropriate.

At December 31, 1998, the Company had the following income tax loss
carryforwards for Federal Income Tax reporting purposes:

Expiration
   Date
   ----
2005         $ 26,651
2006           15,012
2007            1,367
2008            8,400
2009            1,662
2010           23,356
2011           26,554
2012           13,948
2018           23,695
             --------
             $140,645
             ========

                                      F-21
PETROLEUM HEAT AND POWER CO., INC. AND SUBSIDIARIES

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
                      (In thousands, except per share data)

(12)  Related Party Transactions

In October 1986, Irik P. Sevin purchased one hundred sixty-one thousand shares
of Class A Common Stock and forty thousand shares of Class C Common Stock of the
Company for $1,280 (which was the fair market value as established by the
Pricing Committee pursuant to the Stockholders' Agreement). The purchase price
was financed by a note due December 31, 1999. The note requires annual payments
of interest and principal, payable in cash or Class A Common Stock of the
Company, until complete satisfaction. In accordance with the note repayment
schedule and the criteria for stock payment valuation, Mr. Sevin surrendered
sixty-one thousand Class A Common Shares representing $411 of value, sixty-two
thousand Class A Common Shares representing $392 of value, and fifty-eight
thousand Class A Common Shares representing $370 of value in December 1996, 1997
and 1998 respectively. The criteria agreed upon for valuing stock payment for
this transaction is the average market price ten days prior to payment or
$6.3479 per share, whichever is greater. The outstanding balance of the note was
$984, $656, and $328 at December 31, 1996, 1997, and 1998 respectively. Interest
accrues on the outstanding balance of the note at the LIBOR rate in effect for
each month plus 0.75%. Mr. Sevin has entered into an agreement with the Company
that he will not sell or otherwise transfer to a third party any of the shares
of Class A Common Stock or Class C Common Stock received pursuant to this
transaction until the note has been paid in full.

The existing holders of Class C Common Stock of the Company have entered into a
Shareholders' Agreement which provides that each will vote his shares to elect
certain designated directors. The Shareholders' Agreement also provides for
first refusal rights to the Company if a holder of Class C Common Stock receives
a bona fide written offer from a third party to buy such holder's Class C Common
Stock.

(13)  Restructuring Charges

Late in 1995 the Company completed a study with a leading consulting firm to
help provide a structure for superior customer service, a brand image, and
reduced operating costs. Over the last few years the Company has dedicated a
large amount of effort toward defining the best organizational structure, and
has implemented various initiatives toward achieving this objective.

As part of the initial implementation of this program, Petro undertook certain
business improvement strategies in its Long Island, New York region. These steps
included the consolidation of the region's five home heating oil branches into
one central customer service center and three depots. The regional customer
service center consolidated accounting, credit, customer service and the sales
function into a single new facility in Port Washington, Long Island. All
external communications and marketing previously undertaken in the five branches
were centralized into this one location freeing the three newly configured
depots to focus on oil delivery and heating equipment repair, maintenance and
installation, in mutually exclusive operating territories. The Company incurred
$1.2 million in restructuring expenses in 1996, for costs associated with the
initial implementation of the restructuring program and reported such expenses
in restructuring charges. This cost was comprised of $0.5 million in termination
benefit arrangements for the twenty-three servicemen and drivers, twenty-eight
credit and customer service personnel, and eight sales, general, and
administrative personnel displaced by the program; and $0.7 million for
continuing lease obligations for an unused, non-cancelable, non-strategic
facility.

In 1997 the Company continued with its restructuring program and combined its
three New York City branches into one new central depot that specializes in
delivery, installation, maintenance, and service functions, and like the Long
Island depots, is supported by the Port Washington facility. The Company also
proceeded with its commitment to define the best possible organizational
structure, by restructuring select branch and corporate responsibilities to
eliminate redundant functions and locate responsibilities where they can best
serve customers and the Company. Toward achieving these strategic intentions the
Company incurred $2.9 million in restructuring expenses in 1997, and reported
such expenses in restructuring charges. This cost was comprised of $2.0 million
in termination benefit arrangements for twenty-three servicemen and drivers, ten
credit and customer service personnel, and twenty-two sales, general, and
administrative personnel displaced by the program; and $0.9 million for
continuing lease obligations for three unused, non-cancelable, non-strategic
facilities. The Company continued its restructuring and cost reduction
initiative in the first quarter of 1998, incurring $0.5 million in termination
benefit arrangements with four sales, general, and administrative personnel.

The total unpaid amounts included in accrued expenses and other liabilities are
$2.4 million and $1.7 million respectively at December 31, 1997 and 1998. These
amounts predominately represent continuing lease obligations as all the
termination benefit arrangements have been paid.

                                      F-22
PETROLEUM HEAT AND POWER CO., INC. AND SUBSIDIARIES

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
                      (In thousands, except per share data)

(13)  Restructuring Charges - (Continued)

This liability is expected to be paid and relieved as follows:

Year Ended
December 31,
------------
1999        $  500
2000           300
2001           100
2002           100
2003           200
Thereafter     500
            ------
            $1,700
            ======

(14)  Stock Options

In March 1994 the Company issued stock options to Irik P. Sevin to purchase one
hundred thousand shares of Class A Common Stock. The option price for each such
share is $8.50, the then market value of the stock on the date the options were
granted. These options vested upon issuance are non-transferable and expire on
March 31, 2004.

In June 1994, the Board of Directors and shareholders adopted the Petroleum Heat
and Power Co., Inc. 1994 Stock Option Plan, which authorized one million shares
of the Company's Class A Common Stock to be granted from time to time, and to
vest at various times, to key employees, officers, directors, consultants,
advisers, or agents, who help contribute to the long-term success and growth of
the firm, at prices not less than the fair market value at the date of grant and
at terms not to exceed ten years.

As allowable by SFAS No. 123, the Company will continue to apply APB Opinion No.
25, Accounting for Stock Issued to Employees, and related interpretations in
accounting for its stock compensation plan, and does not recognize compensation
expense for its stock-based compensation plan.

Had compensation cost for this plan been determined based upon the fair value at
the grant date for awards under this plan consistent with the methodology
prescribed under SFAS No. 123, the Company's net loss and loss per share for
1997 and 1998 would have been increased by approximately nineteen thousand
dollars, or $0.0007 per share, and one hundred twenty-eight thousand dollars, or
$0.0048 per share respectively. All options were granted at an amount equal to
the quoted market price of the Company's stock at the date of the grants and
vest at various times with no vesting period exceeding five years. The proforma
costs charged against income for options granted are based on the following
assumptions calculated on a straight line basis over the vesting period of the
grants for options granted prior to 1998, and calculated as a period expense for
those granted in 1998. The average fair value of the options granted during 1997
was $0.21 per option on the date of grant using the Black-Scholes option-pricing
model with the following assumptions: dividend yield of 12.97%, volatility of
35%, risk-free interest rate of 6.19%, assumed forfeiture rate of 0%, and an
average expected life of 10 years. The fair value of the options granted during
1998 was $1.27 per option on the date of grant using the Black-Scholes
option-pricing model with the following assumptions: dividend yield of 0%,
volatility of 52%, risk-free interest rate of 5.83%, assumed forfeiture rate of
50%, and an expected life of 10 years.

                                      F-23
PETROLEUM HEAT AND POWER CO., INC. AND SUBSIDIARIES

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
                      (In thousands, except per share data)

(14)  Stock Options - (Continued)

Information relating to stock options during 1996, 1997 and 1998 are summarized
as follows:
Number of Shares    Weighted-Average
                                         Range of           --------------------   Exercise Price
                                      Exercise Prices       Class A      Class C      Per Share         Total
                                      ---------------       -------      -------      ---------         -----
Shares under option at
 December 31, 1995                   $ 4.10 to $11.25         1,393          103         $ 7.66        $11,447

Granted                              $ 6.87 to $ 7.38           132           --           7.21            955
Exercised                                   --                   --           --             --             --
Expired / Forfeited                  $ 7.50 to $ 7.50            24            6           7.50            225
                                     -------------------------------------------------------------------------
Shares under option at
 December 31, 1996                   $ 4.10 to $11.25         1,501           97           7.62         12,177

Granted                              $ 3.00 to $ 3.13            40           --           3.05            122
Exercised                                   --                   --           --             --             --
Expired / Forfeited                  $ 4.10 to $ 8.77         1,097           79           7.16          8,410
                                     -------------------------------------------------------------------------
Shares under option at
 December 31, 1997                   $ 3.00 to $11.25           444           18           8.41          3,889

Granted                              $ 1.81 to $ 1.81           200           --           1.81            362
Exercised                                   --                   --           --             --             --
Expired / Forfeited                  $ 3.13 to $11.25           319           18           8.78          2,964
                                     -------------------------------------------------------------------------
Shares under option at
 December 31, 1998                   $ 1.81 to $ 8.50           325           --         $ 3.96        $ 1,287
                                     =========================================================================

Shares exercisable from              $ 1.81 to $ 3.00           225           --         $ 1.94         $  437
Shares exercisable                   $ 8.50                     100           --           8.50            850
                                     -------------------------------------------------------------------------
Total shares exercisable
 at December 31, 1998                $ 1.81 to $ 8.50           325           --         $ 3.96        $ 1,287
                                     =========================================================================
The weighted average life of the shares exercisable from $1.81 to $3.00 is 8.8
years, and the weighted average life of the shares exercisable at $8.50 is 5.3
years.

                                      F-24
PETROLEUM HEAT AND POWER CO., INC. AND SUBSIDIARIES

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
                      (In thousands, except per share data)

(15)  Acquisitions

During 1996, the Company acquired the customer lists and equipment of thirteen
unaffiliated fuel oil dealers. The aggregate consideration for these
acquisitions, accounted for by the purchase method, was approximately $28,500;
and approximately 90% of this consideration was for customer lists, goodwill,
and covenants not to compete.

In June 1996, the Company sold its Springfield Massachusetts operations to an
unaffiliated fuel oil dealer. The Company received proceeds of approximately
$4,100 and realized a gain on this transaction of approximately $1,800.

During 1997, the Company acquired the customer lists and equipment of eleven
unaffiliated fuel oil dealers. The aggregate consideration for these
acquisitions, accounted for by the purchase method, was approximately $16,300;
and approximately 90% of this consideration was for customer lists, goodwill,
and covenants not to compete.

In November 1997, the Company sold its Hartford Connecticut operation to an
unaffiliated fuel oil dealer. The Company received proceeds of approximately
$15,600 and recognized a gain on this transaction of approximately $11,400.

The Company did not make any acquisitions nor sell any branches in 1998.

Sales and net income of the acquired companies are included in the consolidated
statements of operations from the respective dates of acquisition.

Unaudited pro forma data giving effect to the purchased and disposed businesses,
as if they had been acquired on January 1 of the year preceding the year of
purchase and disposal, with adjustments, primarily for amortization of
intangibles are as follows:
1996         1997
                                                                  ----         ----
Net sales                                                      $ 607,240    $ 538,988

Loss before extraordinary item                                 $ (23,029)   $ (22,397)

Net loss                                                       $ (29,443)   $ (22,397)
Preferred stock dividends                                         (2,389)      (4,644)
                                                               ---------    ---------
 Net loss applicable to common stockholders (Numerator)        $ (31,832)   $ (27,041)
                                                               =========    =========
Class A Common Stock                                              22,983       23,441
Class B Common Stock                                                  12           11
Class C Common Stock                                               2,598        2,598
                                                               ---------    ---------
 Weighted average number of shares outstanding (Denominator)      25,593       26,050
                                                               =========    =========

Basic and Diluted losses per common share
 before extraordinary item:
  Class A and C Common Stock                                   $   (0.99)   $   (1.04)

Extraordinary loss per common share:
  Class A and C Common Stock                                   $   (0.25)   $      --

Basic and Diluted losses per common share:
  Class A and C Common Stock                                   $   (1.24)   $   (1.04)
(16)  Litigation

The Company is not party to any litigation which individually or in the
aggregate could reasonably be expected to have a material adverse effect on the
Company.

                                      F-25
PETROLEUM HEAT AND POWER CO., INC. AND SUBSIDIARIES

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
                      (In thousands, except per share data)

(17)  Disclosures About the Fair Value of Financial Instruments

Cash, Restricted Cash, Accounts Receivable, Notes Receivable and Other Current
Assets, Working Capital Borrowings, Accounts Payable and Accrued Expenses

The carrying amount approximates fair value because of the short maturity of
these instruments.

Long-Term Debt, Subordinated Notes Payable, Senior Notes Payable and Cumulative
Redeemable Exchangeable Preferred Stock

The fair values of each of the Company's long-term financing instruments,
including current maturities, are based on the amount of future cash flows
associated with each instrument, discounted using the Company's current
borrowing rate for similar instruments of comparable maturity.

The estimated fair value of the Company's financial instruments are summarized
as follows:
At December 31, 1997    At December 31, 1998
                                       --------------------    --------------------
                                       Carrying   Estimated    Carrying    Estimated
                                        Amount    Fair Value    Amount    Fair Value
                                        ------    ----------    ------    ----------
Long-term debt                         $ 16,798    $ 15,853    $ 14,302    $ 13,488
Senior Subordinated and
 Subordinated notes payable             210,400     197,883     209,350     198,394
Senior notes payable                     64,150      64,343      63,100      61,408
Preferred stock                          36,656      39,722      32,745      33,894
Limitations

Fair value estimates are made at a specific point in time, based on relevant
market information and information about the financial instrument. These
estimates are subjective in nature and involve uncertainties and matters of
significant judgment and therefore cannot be determined with precision. Changes
in assumptions could significantly affect the estimates.

(18)  Earnings Per Share

                                                          December 31,
                                                 ------------------------------
                                                   1996       1997       1998
                                                   ----       ----       ----
Basic Earnings Per Share:
Net loss                                         $(28,315)  $(22,899)  $(35,337)
Less: Preferred stock dividends                    (2,389)    (4,644)    (5,057)
                                                 --------   --------   --------
 Loss available to common stockholders
 (Numerator)                                     $(30,704)  $(27,543)  $(40,394)
                                                 ========   ========   ========
Class A Common Stock                               22,983     23,441     23,962
Class B Common Stock                                   12         11         11
Class C Common Stock                                2,598      2,598      2,598
                                                 --------   --------   --------
 Weighted average number of shares outstanding
 (Denominator)                                     25,593     26,050     26,571
                                                 ========   ========   ========
Basic losses per share                           $  (1.20)  $  (1.06)  $  (1.52)
                                                 ========   ========   ========
Diluted Earnings Per Share:
Effect of dilutive securities                    $     --   $     --   $     --
                                                 --------   --------   --------
 Loss available to common stockholders
 (Numerator)                                     $(30,704)  $(27,543)  $(40,394)
                                                 ========   ========   ========
Effect of dilutive securities                          --         --         --
                                                 --------   --------   --------
 Weighted average number of shares outstanding
 (Denominator)                                     25,593     26,050     26,571
                                                 ========   ========   ========
Diluted losses per share                         $  (1.20)  $  (1.06)  $  (1.52)
                                                 ========   ========   ========

Certain potentially dilutive securities issued (i.e. options) are not considered
in the above calculation due to the fact that they would be anti-dilutive.

                                      F-26
PETROLEUM HEAT AND POWER CO., INC. AND SUBSIDIARIES

            NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - (Continued)
                      (In thousands, except per share data)

(19)  Selected Quarterly Financial Data - (Unaudited)

The seasonal nature of the Company's business results in the sale by the Company
of approximately 50% of its volume of home heating oil in the first quarter and
30% of its volume of home heating oil in the fourth quarter of each year. The
Company generally realizes net income in both of these quarters and net losses
during the warmer quarters ending June and September.
Three Months Ended
                                                  ------------------------------------------------------------
                                                    3/31/97           6/30/97          9/30/97        12/31/97           Total
                                                    -------           -------          -------        --------           -----
Net sales                                         $ 248,095        $   87,972       $   50,788      $  161,286       $  548,141

Income (loss) before income taxes and
 equity interest                                  $  31,285        $  (25,550)      $  (37,959)     $   10,060       $  (22,164)

Net income (loss)                                 $  33,388        $  (27,454)      $  (40,316)     $   11,483       $  (22,899)
Preferred dividends                                    (896)             (921)          (1,861)           (966)          (4,644)
                                                  ---------        ----------       ----------      ----------       ----------
 Net income (loss) available to common
  stockholders                                    $  32,492        $  (28,375)      $  (42,177)     $   10,517       $  (27,543)
                                                  =========        ==========       ==========      ==========       ==========
Basic earnings (losses) per common share:
   Class A and C Common Stock                     $    1.26        $    (1.09)      $    (1.61)     $     0.40       $    (1.06)

Diluted earnings (losses) per common share:
   Class A and C Common Stock                     $    1.26        $    (1.09)      $    (1.61)     $     0.40       $    (1.06)

Weighted average number of common 
 shares outstanding:
  Class A Common Stock                               23,150             23,326          23,538          23,751           23,441
  Class B Common Stock                                   11                 11              11              11               11
  Class C Common Stock                                2,598              2,598           2,598           2,598            2,598
Three Months Ended
                                                  ------------------------------------------------------------
                                                    3/31/98           6/30/98          9/30/98        12/31/98            Total
                                                    -------           -------          -------        --------            -----
Net sales                                         $ 183,139        $   66,227       $   42,113      $  116,540       $  408,019

Income (loss) before income taxes and
 equity interest                                  $  24,761        $  (20,897)      $  (31,860)     $   (5,821)      $  (33,817)

Net income (loss)                                 $  26,978        $  (22,974)      $  (34,215)     $   (5,126)      $  (35,337)
Preferred dividends                                  (1,563)             (965)          (1,562)           (967)          (5,057)
                                                  ---------        ----------       ----------      ----------       ----------
 Net income (loss) available to common
  stockholders                                    $  25,415        $  (23,939)      $  (35,777)     $   (6,093)      $  (40,394)
                                                  =========        ==========       ==========      ==========       ==========
Basic earnings (losses) per common share:
   Class A and C Common Stock                     $     .96        $     (.90)      $    (1.35)     $     (.23)      $    (1.52)

Diluted earnings (losses) per common share:
   Class A and C Common Stock                     $     .95        $     (.90)      $    (1.35)     $     (.23)      $    (1.52)

Basic weighted average number of common 
 shares outstanding:
  Class A Common Stock                               23,955            23,962           23,965          23,965           23,962
  Class B Common Stock                                   11                11               11              11               11
  Class C Common Stock                                2,598             2,598            2,598           2,598            2,598
                                                                                                                    
Diluted weighted average number of common                                                                           
 shares outstanding:                                                                                                
  Class A Common Stock                               24,155            23,962*          23,965*         23,965*          23,962*
  Class B Common Stock                                   11                11               11              11               11
  Class C Common Stock                                2,598             2,598            2,598           2,598            2,598
*     0 shares included for the effects of stock grants and convertible
      securities due to the loss in the period.

                                      F-27
SCHEDULE II

              PETROLEUM HEAT AND POWER CO., INC. AND SUBSIDIARIES

                       VALUATION AND QUALIFYING ACCOUNTS
                  Years Ended December 31, 1996, 1997 and 1998
Additions
                                                  ---------
                                     Balance       Charged
                                        at         to Costs        Other             Balance
                                    Beginning        and        Changes Add           at End
Year           Description           of Year       Expenses      /(Deduct)            of Year
----           -----------           -------       --------      ---------            -------
1996 Accumulated amortization:
     Customer lists                 $ 225,333      $ 18,611      $  (4,104) (1)      $ 239,840
     Deferred charges                  39,123         4,760           (237) (1)         43,646
                                    ---------      --------      ---------           ---------
                                    $ 264,456      $ 23,371      $  (4,341)          $ 283,486
                                    =========      ========      =========           =========
     Allowance for doubtful
     accounts                       $     969      $  1,882      $  (1,763) (2)      $   1,088
                                    =========      ========      =========           =========

1997 Accumulated amortization:
     Customer lists                 $ 239,840      $ 17,903      $ (18,292) (3)      $ 239,451
     Deferred charges                  43,646         4,639         (1,886) (3)         46,399
                                    ---------      --------      ---------           ---------
                                    $ 283,486      $ 22,542      $ (20,178)          $ 285,850
                                    =========      ========      =========           =========
     Allowance for doubtful
     accounts                       $   1,088      $  1,853      $  (1,961) (2)      $     980
                                    =========      ========      =========           =========

1998 Accumulated amortization:
     Customer lists                 $ 239,451      $ 16,669      $      --           $ 256,120
     Deferred charges                  46,399         4,303             --              50,702
                                    ---------      --------      ---------           ---------
                                    $ 285,850      $ 20,972      $      --           $ 306,822
                                    =========      ========      =========           =========
     Allowance for doubtful
     accounts                       $     980      $  1,419      $  (1,455) (2)      $     944
                                    =========      ========      =========           =========
(1)   Valuation and qualifying accounts conveyed through the disposition of the
         Springfield Massachusetts branch location

(2)   Bad debts written off net of any recoveries

(3)   Valuation and qualifying accounts conveyed through the disposition of the
         Hartford Connecticut branch location

                                      F-28
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.

                                         PETROLEUM HEAT AND POWER CO., INC.
                                         ----------------------------------
                                         (Registrant)

Date: 2/18/99                            By: Irik P. Sevin
      -------                                ------------------------------
                                             Irik P. Sevin

                                             Chairman of the Board, Chief 
                                             Executive Officer, Chief 
                                             Financial and Accounting
                                             Officer and Director