SEC Form 4

FORM 4		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* SEVIN IRIK (Last) (First) (Middle) C/O STAR GAS PARTNERS LP 2187 ATLANTIC ST (Street) STAMFORD CT 06902 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol STAR GAS PARTNERS LP [ SGU, SGH ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director 10% Owner X Officer (give title below) Other (specify below) Chairman of the Board and CEO
	3. Date of Earliest Transaction (Month/Day/Year) 01/20/2004
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) X Form filed by One Reporting Person Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Senior Subordinated Units								21,951(1)	I(1)	Trust
Senior Subordinated Units								94,780	I(2)	Trust
Senior Subordinated Units	01/20/2004		A		20,000	A	(4)	40,000	I(4)	Trust
Senior Subordinated Units								27,336	D
Senior Subordinated Units								29,133(3)	I(3)	By LLC
Common Units								24,750	D(5)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Granted pursuant to an Agreement with the Partnership dated as of December 10, 2000 (the "December 2000 Agreement"). These Units vested on January 5, 2001. All of these Units have been deposited in a trust for the benefit of Mr. Sevin. The trustee has voting power over these Units and Mr. Sevin disclaims beneficial ownership of them.

2. Granted pursuant to an Agreement with the Partnership dated as of December 1, 1999 (the "December 1999 Agreement"). Does not include an additional 23,695 (as adjusted) Units that will vest in the future. All of these Units have been deposited in a trust for the benefit of Mr. Sevin. The trustee has voting power over these Units and Mr. Sevin disclaims beneficial ownership of them.

3. Represents Senior Subordinated Units issued to Star Gas LLC, the general partner of the Partnership, pursuant to the Contingent Distribution. As a member of Star Gas LLC, Mr. Sevin may be deemed to share beneficial ownership of these Units, but he disclaims beneficial ownership in that number of Units that exceeds his proportionate interest in Star Gas LLC.

4. Granted pursuant to the Partnership's Employee Unit Incentive Plan. These Units have been deposited in a trust for the benefit of Mr. Sevin. The trustee has voting power over these Units and Mr. Sevin disclaims beneficial ownership of them. Does not include 20,000 additional Units that will vest in the future, subject to the Partnership meeting certain performance goals.

5. Granted pursuant to an Agreement with the Partnership dated as of December 28, 2001 (the "December 2001 Agreement"). Does not include an additional 8,250 Common Units that will vest in the future. All of these Units have been deposited in a trust for the benefit of Mr. Sevin. The trustee has voting power over these Units and Mr. Sevin disclaims beneficial ownership of them.

	/s/ Irik P. Sevin	01/20/2004
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.