UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549
                             -----------------------


                                    FORM 8-K



                                 CURRENT REPORT
                     PURSUANT TO SECTION 13 OR 15 (d) OF THE
                       SECURITIES AND EXCHANGE ACT OF 1934



Date of report (Date of earliest event reported)                May 27, 1999




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



DELAWARE                                 1-14222             22-3410353
--------------------------------------------------------------------------------
(State or other jurisdiction of        (Commission          (I.R.S. Employer
 incorporation or organization)         File No.)            Identification No.)



240 ROUTE 10 WEST,         WHIPPANY, NJ                07981
--------------------------------------------------------------------------------
(Address of principal executive office)               (Zip Code)

(973)  887-5300
--------------------------------------------------------------------------------
(Registrant's telephone number, including area code)











                                                                    Page 1 of 6
                                                        Exhibit Index on Page 4
<PAGE>

ITEM 5.  OTHER EVENTS.

On May 27, 1999,  Suburban  Propane  Partners,  L.P. issued a press release (the
"Press   Release")   regarding  the  completion  of  its  previously   announced
recapitalization.  A copy of the Press Release has been filed as Exhibit 99.1 to
this Current Report.


ITEM 7.  FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.

         (C) EXHIBIT. A copy of the Press Release has been filed as Exhibit 99.1
             to this Current Report.




































                                   Page 2 of 6


<PAGE>


                                   SIGNATURES



PURSUANT TO THE  REQUIREMENTS  OF THE SECURITIES ACT OF 1934, THE REGISTRANT HAS
DULY CAUSED THIS REPORT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED  THEREUNTO
DULY AUTHORIZED:








                                             SUBURBAN PROPANE PARTNERS, L.P.



DATE:  MAY 27,  1999                          BY:  /S/ JANICE G. MEOLA
                                                   -----------------------
                                                   JANICE G. MEOLA
                                                   GENERAL COUNSEL AND SECRETARY






























                                   Page 3 of 6

<PAGE>

                                    EXHIBITS
                                    --------



EXHIBIT NO.                                  EXHIBIT
-----------                                  -------

99.1                                         Press Release dated May 27, 1999












































                                   Page 4 of 6
<PAGE>

                                                                   EXHIBIT 99.1
                                                                   ------------

                                  NEWS RELEASE
FOR IMMEDIATE RELEASE
---------------------

                    SUBURBAN PROPANE PARTNERS, L.P. ANNOUNCES
                       COMPLETION OF RECAPITALIZATION PLAN
                    INCLUDING BUY BACK OF SUBORDINATED UNITS

WHIPPANY, NEW JERSEY, MAY 27, 1999--Suburban  Propane Partners,  L.P. (NYSE:SPH)
today  announced  that it completed its previously  announced  recapitalization.
Under the terms of the recapitalization  agreements entered into with Millennium
Chemicals Inc., the parent of Suburban's former General Partner, the Partnership
has purchased,  for cash,  Millennium's  entire limited partner  interest in the
Partnership,  thus  extinguishing 100 percent of the  Partnership's  outstanding
subordinated partnership units.

As a result  of the  recapitalization,  the  ownership  interest  of the  common
unitholders  has  increased  from   approximately  74  percent  to  98  percent.
Accordingly, all future increases in distributions will inure principally to the
benefit of the common unitholders.

The completion of the recapitalization  further enhances common unitholder value
by eliminating  the requirement for the Partnership to repay $22 million in APUs
before increasing common  unitholder  distributions,  which APUs were previously
outstanding  under the Distribution  Support Agreement with Millennium which was
terminated in the recapitalization.

In addition,  a new entity,  Suburban  Energy  Services  Group,  LLC,  formed by
management of the  Partnership,  has purchased  Millennium's  2 percent  general
partner  interest  and is now  the  Partnership's  new  general  partner.  Total
proceeds  paid to Millennium  as a result of the  recapitalization  transactions
amounted to $75 million.

With the completion of the recapitalization, the Partnership intends to increase
its quarterly  distribution to common  unitholders from $.50 to $.5125 per unit,
effective for the fiscal quarter ending June 26, 1999. This initial  increase in
distribution  will  increase  the  annual  distribution  from $2.00 to $2.05 per
common  unit.  The total  amount will  include the  existing  minimum  quarterly
distribution  of $.50 per unit per  quarter  ($2.00  per unit  annually)  and an
additional $.0125 per unit per quarter ($.05 annually).

The  recapitalization  and admission of the new general partner were approved by
the  Partnership's   common  unitholders  at  a  Special  Meeting  held  at  the
Partnership's executive offices on May 26, 1999.

In making this announcement,  Suburban  Propane's  President and Chief Executive
Officer,  Mark A.  Alexander  said, "we are excited with the prospects of moving
forward under our strengthened  capital structure that aligns all interests with
those of our  common  unitholders  and  further  expands  our  opportunities  to
increase  common  unitholder  value.  We are now poised to  aggressively  pursue
growth  opportunities.  We also wish to thank  Millennium for their support over
the past three years."
                                     (more)
                                   Page 5 of 6

<PAGE>

Statements  made in  this  press  release  that  relate  to  Suburban  Propane's
expectations or predictions are  forward-looking  statements.  Suburban's actual
results  may differ  materially  from those  projected  in such  forward-looking
statements.  Additional  information  that could cause actual  results to differ
materially  from those discussed in  forward-looking  statements is contained in
the Partnership's SEC filings, including its Form 10-K for the fiscal year ended
September  26,  1998,  as amended and  restated  on Form 10K/A.  Copies of these
filings,  including 10Ks and 10Qs may be obtained by contacting  Suburban or the
SEC.

Suburban Propane Partners,  L.P. is a publicly traded Master Limited Partnership
listed on the New York Stock Exchange.  Headquartered  in Whippany,  New Jersey,
Suburban  has  been in the  customer  service  business  since  1928  and is the
nation's  third  largest  propane gas  marketer.  Suburban  serves over  700,000
residential, commercial, industrial and agricultural customers through more than
340 customer service centers in more than 40 states. Corporate news, unit prices
and additional information about Suburban are available 24 hours a day, 7 days a
week   on   the   Partnership's   web   site.   Via   the   Internet,    go   to
WWW.SUBURBANPROPANE.COM. To receive news releases via fax: Dial 800-758-5804 and
input extension 112074.

Company contact:  Robert M. Plante
                  Treasurer
                  (973) 503-9252





























                                   Page 6 of 6
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UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549
                             -----------------------

                                    FORM 8-K

                                 CURRENT REPORT
                     PURSUANT TO SECTION 13 OR 15 (d) OF THE
                       SECURITIES AND EXCHANGE ACT OF 1934

Date of report (Date of earliest event reported)                May 27, 1999

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

DELAWARE                                 1-14222             22-3410353
--------------------------------------------------------------------------------
(State or other jurisdiction of        (Commission          (I.R.S. Employer
 incorporation or organization)         File No.)            Identification No.)

240 ROUTE 10 WEST,         WHIPPANY, NJ                07981
--------------------------------------------------------------------------------
(Address of principal executive office)               (Zip Code)

(973)  887-5300
--------------------------------------------------------------------------------
(Registrant's telephone number, including area code)

                                                                    Page 1 of 6
                                                        Exhibit Index on Page 4
ITEM 5.  OTHER EVENTS.

On May 27, 1999,  Suburban  Propane  Partners,  L.P. issued a press release (the
"Press   Release")   regarding  the  completion  of  its  previously   announced
recapitalization.  A copy of the Press Release has been filed as Exhibit 99.1 to
this Current Report.

ITEM 7.  FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.

         (C) EXHIBIT. A copy of the Press Release has been filed as Exhibit 99.1
             to this Current Report.

                                   Page 2 of 6
SIGNATURES

PURSUANT TO THE  REQUIREMENTS  OF THE SECURITIES ACT OF 1934, THE REGISTRANT HAS
DULY CAUSED THIS REPORT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED  THEREUNTO
DULY AUTHORIZED:

                                             SUBURBAN PROPANE PARTNERS, L.P.

DATE:  MAY 27,  1999                          BY:  /S/ JANICE G. MEOLA
                                                   -----------------------
                                                   JANICE G. MEOLA
                                                   GENERAL COUNSEL AND SECRETARY

                                   Page 3 of 6
EXHIBITS
                                    --------

EXHIBIT NO.                                  EXHIBIT
-----------                                  -------

99.1                                         Press Release dated May 27, 1999

                                   Page 4 of 6
EXHIBIT 99.1
                                                                   ------------

                                  NEWS RELEASE
FOR IMMEDIATE RELEASE
---------------------

                    SUBURBAN PROPANE PARTNERS, L.P. ANNOUNCES
                       COMPLETION OF RECAPITALIZATION PLAN
                    INCLUDING BUY BACK OF SUBORDINATED UNITS

WHIPPANY, NEW JERSEY, MAY 27, 1999--Suburban  Propane Partners,  L.P. (NYSE:SPH)
today  announced  that it completed its previously  announced  recapitalization.
Under the terms of the recapitalization  agreements entered into with Millennium
Chemicals Inc., the parent of Suburban's former General Partner, the Partnership
has purchased,  for cash,  Millennium's  entire limited partner  interest in the
Partnership,  thus  extinguishing 100 percent of the  Partnership's  outstanding
subordinated partnership units.

As a result  of the  recapitalization,  the  ownership  interest  of the  common
unitholders  has  increased  from   approximately  74  percent  to  98  percent.
Accordingly, all future increases in distributions will inure principally to the
benefit of the common unitholders.

The completion of the recapitalization  further enhances common unitholder value
by eliminating  the requirement for the Partnership to repay $22 million in APUs
before increasing common  unitholder  distributions,  which APUs were previously
outstanding  under the Distribution  Support Agreement with Millennium which was
terminated in the recapitalization.

In addition,  a new entity,  Suburban  Energy  Services  Group,  LLC,  formed by
management of the  Partnership,  has purchased  Millennium's  2 percent  general
partner  interest  and is now  the  Partnership's  new  general  partner.  Total
proceeds  paid to Millennium  as a result of the  recapitalization  transactions
amounted to $75 million.

With the completion of the recapitalization, the Partnership intends to increase
its quarterly  distribution to common  unitholders from $.50 to $.5125 per unit,
effective for the fiscal quarter ending June 26, 1999. This initial  increase in
distribution  will  increase  the  annual  distribution  from $2.00 to $2.05 per
common  unit.  The total  amount will  include the  existing  minimum  quarterly
distribution  of $.50 per unit per  quarter  ($2.00  per unit  annually)  and an
additional $.0125 per unit per quarter ($.05 annually).

The  recapitalization  and admission of the new general partner were approved by
the  Partnership's   common  unitholders  at  a  Special  Meeting  held  at  the
Partnership's executive offices on May 26, 1999.

In making this announcement,  Suburban  Propane's  President and Chief Executive
Officer,  Mark A.  Alexander  said, "we are excited with the prospects of moving
forward under our strengthened  capital structure that aligns all interests with
those of our  common  unitholders  and  further  expands  our  opportunities  to
increase  common  unitholder  value.  We are now poised to  aggressively  pursue
growth  opportunities.  We also wish to thank  Millennium for their support over
the past three years."
                                     (more)
                                   Page 5 of 6
Statements  made in  this  press  release  that  relate  to  Suburban  Propane's
expectations or predictions are  forward-looking  statements.  Suburban's actual
results  may differ  materially  from those  projected  in such  forward-looking
statements.  Additional  information  that could cause actual  results to differ
materially  from those discussed in  forward-looking  statements is contained in
the Partnership's SEC filings, including its Form 10-K for the fiscal year ended
September  26,  1998,  as amended and  restated  on Form 10K/A.  Copies of these
filings,  including 10Ks and 10Qs may be obtained by contacting  Suburban or the
SEC.

Suburban Propane Partners,  L.P. is a publicly traded Master Limited Partnership
listed on the New York Stock Exchange.  Headquartered  in Whippany,  New Jersey,
Suburban  has  been in the  customer  service  business  since  1928  and is the
nation's  third  largest  propane gas  marketer.  Suburban  serves over  700,000
residential, commercial, industrial and agricultural customers through more than
340 customer service centers in more than 40 states. Corporate news, unit prices
and additional information about Suburban are available 24 hours a day, 7 days a
week   on   the   Partnership's   web   site.   Via   the   Internet,    go   to
WWW.SUBURBANPROPANE.COM. To receive news releases via fax: Dial 800-758-5804 and
input extension 112074.

Company contact:  Robert M. Plante
                  Treasurer
                  (973) 503-9252

                                   Page 6 of 6