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, L.P. 2187 ATLANTIC STREET (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 Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 03/15/2005
	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	03/15/2005		M		102,000	A	$2.68	286,067(1)	D

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
UAR(2)	$10.7	03/15/2005		M			77,419	03/15/2005	03/15/2005(1)	Senior Subordinated Units(1)	102,000(1)	$2.68(1)	0	D

Explanation of Responses:

1. Does not include 29,133 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.

2. In accordance with the Star Gas Partners' Senior Management Equity Incentive Plan (the "Plan") of Star Gas Partners, L.P. (the "Partnership"), effective as of October 1, 2002, Mr. Sevin agreed to accept 77,419 unit appreciation rights (the "Rights') in lieu of $120,000 in cash compensation. The Rights vested in three equal installments on October 1, 2002, October 1, 2003 and October 1, 2004. Mr. Sevin exercised the Rights effective as of March 15, 2005 in consideration of the issuance of 102,000 Senior Subordinated Units and a cash payment of $13,603.

	/s/ Irik P. Sevin	03/17/2005
	** 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).
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