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) May 6, 2005

                             STAR GAS PARTNERS, L.P.

             (Exact name of registrant as specified in its charter)


           Delaware                 33-98490                06-1437793

 (State or other jurisdiction      (Commission             (IRS Employer
       of incorporation)           File Number)          Identification No.)


            2187 Atlantic Street, Stamford, CT           06902

          (Address of principal executive offices)     (Zip Code)


        Registrant's telephone number, including area code (203) 328-7300
                                                           --------------


                                 Not Applicable
       ------------------------------------------------------------------
         (Former name or former address, if changed since last report.)


ITEM 2.02. RESULTS OF OPERATIONS AND FINANCIAL CONDITION On May 6, 2005, Star Gas Partners, L.P., a Delaware partnership (the "Partnership"), issued a press release announcing its financial results for its fiscal second quarter ending March 31, 2005. A copy of the press release is furnished within this report as Exhibit 99.1. The information in this report is being furnished, and is not deemed as "filed" for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and shall not be deemed incorporated by reference in any filings under the Securities Act of 1933, as amended, unless specifically stated so therein. ITEM 7.01. REGULATION FD DISCLOSURE ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS Exhibit 99.1 A copy of the Star Gas Partners, L P. Press Release dated May 6, 2005. 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. STAR GAS PARTNERS, L.P. By: Star Gas LLC (General Partner) By: /s/ Richard F. Ambury ----------------------------------- Name: Richard F. Ambury Title: Chief Financial Officer Principal Financial & Accounting Officer Date: May 6, 2005

                                                                    Exhibit 99.1

  Star Gas Partners, L.P. Reports Fiscal 2005 Second Quarter Results

    STAMFORD, Conn.--(BUSINESS WIRE)--May 6, 2005--Star Gas Partners,
L.P. (the "Partnership" or "Star") (NYSE:SGU) (NYSE:SGH), a home
energy distributor and services provider specializing in heating oil,
today announced financial results for its fiscal 2005 second quarter
and the six-month period ended March 31, 2005. On December 17, 2004,
the Partnership sold its propane segment and in March 2004 divested
its TG&E segment. Consequently, the historical results of both of
these segments are accounted for as discontinued operations in the
Partnership's financials.
    For the fiscal 2005 second quarter, Star reported a 15.3 percent
increase in total revenues to $555.3 million, compared to total
revenues of $481.8 million in the prior year period, as increases in
selling prices more than offset a reduction in product sales volume.
Average wholesale prices of home heating oil increased 44 percent to
$1.35 per gallon for the fiscal 2005 second quarter, from $0.93 per
gallon for the prior year period.
    Heating oil volume for the fiscal 2005 second quarter declined
year-over-year, from 266.4 million gallons to 245.0 million gallons.
The Partnership believes that reasons for the decrease included net
customer attrition, conservation due to the rise in heating oil prices
and warmer winter weather, partially offset by additional volume from
delivery scheduling, acquisitions and other factors. During the fiscal
2005 second quarter, temperatures in the Partnership's geographic
operating areas were approximately 3.0 percent warmer than in the
year-earlier period, and approximately 3.2 percent colder than normal,
as reported by the National Oceanographic Atmospheric Administration
("NOAA"). Net customer attrition for the fiscal 2005 second quarter
was 2.0 percent, compared to 1.7 percent for the prior year period.
    From February 1, 2005, through April 30, 2005, the heating oil
segment reduced its net customer loss as compared to the prior year
period. For the three months ended April 30, 2005, the heating oil
segment lost 8,700 accounts (net), or 1.8 percent of its heating oil
customer base, as compared to the three months ended April 30, 2004 in
which the heating oil segment lost 11,500 accounts (net), or 2.3
percent of its heating oil customer base. The Partnership cannot
predict whether this trend will continue.
    Home heating oil per gallon margins for the fiscal 2005 second
quarter declined by 1.5 cents per gallon versus the corresponding
year-earlier period, but the magnitude of the decline narrowed
compared to the fiscal 2005 first quarter, when they were down 5.2
cents per gallon versus the corresponding year-earlier period. The
Partnership sold a higher percentage of volume to lower-margin price
protected customers, which contributed to the year-over-year per
gallon margin decline as consumers continue to seek price protection
during periods of high energy prices. In addition, margins were
adversely affected by a delay in hedging the price of product sold to
certain price protected customers prior to the beginning of fiscal
2005 and a failure to hedge the price of product for price protected
customers incorrectly coded as variable customers, which aggregated
$2.4 million. The Partnership believes that these hedging issues have
been resolved.
    In the fiscal 2005 second quarter, the Partnership recorded an
operating loss of $17.3 million, a decline of $81.7 million compared
to operating income of $64.4 million in the corresponding year-earlier
period. The decline was attributable to a number of factors including:
a non-cash goodwill impairment charge of $67.0 million, lower volumes,
lower per gallon margins including $2.4 million in hedging issues,
$3.1 million in compensation expenses related to a separation
agreement with the former CEO, and Sarbanes-Oxley compliance expenses
of $1.1 million, partially offset by lower service and installation
costs, as well as a reduction in delivery and branch expenses. The
decline in the market value of the Partnership's units and the impact
of conservation and customer attrition on earnings at the heating oil
segment were significant events that triggered a review of the
carrying value of the heating oil segment's goodwill and the resulting
impairment charge.
    In the fiscal 2005 second quarter, Star reported a net loss of
$24.1 million, versus $80.7 million of net income generated in the
prior year's comparable quarter. The net loss was due to lower income
from continuing operations and a $27.1 million reduction in income
from discontinued operations relating to the divested Propane and TG &
E segments. Adjustments to the proceeds from the sale of these
discontinued operations of $2.5 million and lower interest expense of
$1.4 million positively impacted the quarter-to-quarter comparison.
    During the fiscal 2005 second quarter, the Partnership had an
EBITDA (Income (loss) from Continuing Operations Before Interest,
Taxes, Depreciation and Amortization) loss of $8.3 million, compared
to EBITDA of $73.9 million in the prior year period. The decline was
attributable to a number of factors including: a non-cash goodwill
impairment charge of $67.0 million, lower volumes, lower per gallon
margins including $2.4 million in hedging issues, $3.1 million in
compensation expenses related to a separation agreement with the
former CEO, and Sarbanes-Oxley compliance expenses of $1.1 million,
partially offset by lower service and installation costs, as well as a
reduction in delivery and branch expenses. EBITDA is a non-GAAP
financial measure (see below reconciliation) that 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 ability to service debt obligations). Management
believes this information is of interest to investors as a
supplemental measure of the Partnership's operating performance and
provides additional information for evaluating the Partnership's
ability to make the Minimum Quarterly Distribution.
    Star Gas Partners Chief Executive Officer Joseph P. Cavanaugh
stated, "Given the well-documented challenges of the home heating oil
distribution industry, we are encouraged by the Partnership's fiscal
second quarter operating results and the operational and customer
service improvements Star has made in recent months. Most importantly,
we are gratified by the return to more historic home heating oil
margin levels. We are continuing to closely examine the cost side of
our business. Based on current estimates, we believe operating
expenses at the heating oil segment have been reduced by at least
$10.0 million on an annual basis. At the Partnership level, management
changes and staff reductions should reduce general and administrative
expenses by $1.3 million.
    "As we discussed in the March 7 announcement and on the subsequent
investment community conference call, we are committed to reversing
customer attrition rates, and have been following through with our
stated policy of putting more focus at the district-level of our
operations - empowering local managers to exercise more control and
vesting them with the authority to make critical decisions, from
pricing to customer service. This strategy has worked well in the past
at our propane segment and at our Meenan Oil operation, and we hope to
see similar positive results at our Petro operations."
    For the six-month period ended March 31, 2005, Star achieved a
13.6 percent increase in revenues to $906.0 million, compared to
$797.8 million in the corresponding prior year period as increases in
selling prices more than offset a decline in product sales due to
lower volume.
    During the first half of fiscal 2005, home heating oil volume
declined 10.7 percent to 387.3 million gallons, compared to the prior
year period. Average wholesale supply costs were $1.36 per gallon,
approximately 49 percent higher than the average wholesale supply cost
of $0.91 in the comparable year-earlier period. During the 2005
six-month period, temperatures in the heating oil segment's geographic
area of operations were approximately 1.2 percent warmer compared to
the 2004 six-month period, and approximately 1.0 percent colder than
normal during that time frame.
    For the six months ended March 31, 2005, operating income
decreased by $117.0 million to an operating loss of $38.4 million,
compared to operating income of $78.6 million for the six months ended
March 31, 2004. The aforementioned $67.0 million non-cash goodwill
impairment charge, lower sales volume, a 2.8 cents per gallon decrease
in home heating oil margins, $13.7 million in bridge facility, legal
and bank amendment fees, $3.1 million in compensation expense related
to a separation agreement with the former CEO, $1.6 million in
Sarbanes-Oxley compliance and a $3.4 million increase in delivery and
branch expenses, were partially offset by $0.9 million lower
depreciation and amortization expenses and a $5.0 million decline in
net service expenses. Certain hedging and other issues totaling $7.8
million impacted per gallon home heating oil margins in the 2005
fiscal first quarter and to a lesser extent the 2005 fiscal second
quarter.
    Net income for the 2005 six-month period declined to $50.3
million, versus $100.0 million for the 2004 six-month period as the
$117.0 million operating income from continuing operations decline, a
$42.1 million loss on redemption of debt, and a $46.7 million
reduction in discontinued operations income were partially offset by a
$155.4 million gain on the sale of the propane segment completed in
December 2004.
    EBITDA (Income (loss) from Continuing Operations Before Interest,
Taxes, Depreciation and Amortization) for the six months ended March
31, 2005 declined $160.0 million to a loss of $62.3 million. The
decrease was due to the non-cash goodwill charge of $67.0 million, the
debt redemption loss of $42. 1 million, lower sales volume, a 2.8 cent
home heating oil per gallon margin decline due in part to the $7.8
million in hedging and other issues, $13.7 million in bridge facility,
legal and bank amendment fees, $3.1 million in compensation expense
related to a separation agreement with the former CEO, $1.6 million in
Sarbanes-Oxley compliance related fees and higher delivery and branch
operating expenses of $3.4 million. EBITDA is a non-GAAP financial
measure (see below reconciliation) that 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
ability to service debt obligations). Management believes this
information is of interest to investors as a supplemental measure of
the Partnership's operating performance and provides additional
information for evaluating the Partnership's ability to make the
Minimum Quarterly Distribution.
    In December 2004, the Partnership completed the sale of its
propane segment. Pursuant to the terms of the indenture relating to
the Partnership's 10 1/4% Senior Notes due 2013 ("MLP Notes"), the
Partnership will be obligated, within 360 days of the sale, to apply
the net proceeds of the sale of the propane segment either to reduce
indebtedness of the Partnership or of a restricted subsidiary, or to
make an investment in assets or capital expenditures useful to the
Partnership or any subsidiary. To the extent any net proceeds that are
not so applied within that period exceed $10 million ("excess
proceeds"), the indenture requires the Partnership to make an offer to
all holders of MLP Notes to purchase for cash that number of MLP Notes
that may be purchased with excess proceeds at a purchase price equal
to 100% of the principal amount of the MLP Notes plus accrued and
unpaid interest to the date of purchase.
    After repayment of certain debt and transaction expenses and
estimated taxes to be paid of $3.0 million, the net proceeds from the
propane segment sale were approximately $156.3 million, constituting
approximately $146.3 million of excess proceeds under the Indenture.
As of March 31, 2005, the heating oil segment had utilized $53.1
million of such excess proceeds to invest in working capital assets,
purchase capital assets and repay long-term debt, and an additional
$1.5 million is estimated to be payable for taxes, further reducing
the amount of excess proceeds to $91.7 million as of March 31, 2005.
The Partnership expects it may utilize all or a portion of the
remaining excess proceeds to invest in working capital assets.
Accordingly, there can be no assurance that any offer to purchase MLP
notes will be made, or, if made, as to the size or timing of such
offer.

    REMINDER: Star Gas management will host a conference call and
webcast today at 11:00 a.m. (ET). Conference call dial-in is
800/633-8580 or 212/346-6610. The webcast will be available at
www.star-gas.com

    Star Gas Partners, L.P., is the nation's largest retail
distributor of home heating oil. Additional information is available
by obtaining the Partnership's SEC filings and by visiting Star's
website at www.star-gas.com.

    This news release includes "forward-looking statements" which
represent the Partnership's expectations or beliefs concerning future
events that involve risks and uncertainties, including those
associated with the effect of weather conditions on the Partnership's
financial performance, the price and supply of home heating oil, the
consumption patterns of the Partnership's customers, the Partnership's
ability to obtain satisfactory gross profit margins, the ability of
the Partnership to obtain new accounts and retain existing accounts,
the impact of the business process redesign project at the heating oil
segment and the ability of the Partnership to address issues related
to such project. All statements other than statements of historical
facts included in this news release including, without limitation, the
statements under "Management's Discussion and Analysis of Financial
Condition and Results of Operations" and elsewhere herein, are
forward-looking statements. Although the Partnership 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 Partnership's expectations
("Cautionary Statements") are disclosed in this news release and in
the Partnership's Annual Report on Form 10-K for the year ended
September 30, 2004 including without limitation and in conjunction
with the forward-looking statements included in this news release. All
subsequent written and oral forward-looking statements attributable to
the Partnership or persons acting on its behalf are expressly
qualified in their entirety by the Cautionary Statements. Unless
otherwise required by law, the Partnership undertakes no obligation to
update or revise any forward-looking statements, whether as a result
of new information, future events or otherwise after the date of this
news release.


               STAR GAS PARTNERS, L.P. AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED BALANCE SHEETS


(in thousands)                                    Sept. 30,  March 31,
                                                    2004       2005
                                                 ---------- ----------
ASSETS
Current assets
  Cash and cash equivalents                      $   4,692  $ 104,976
  Receivables, net of allowance of $5,622 and
   $6,261, respectively                             84,005    222,282
  Inventories                                       34,213     55,313
  Prepaid expenses and other current assets         60,973     62,577
  Current assets of discontinued operations         50,288          -
                                                 ---------- ----------
     Total current assets                          234,171    445,148
                                                 ---------- ----------

Property and equipment, net                         63,701     54,607
Long-term portion of accounts receivables            5,458      5,753
Goodwill                                           233,522    166,522
Intangibles, net                                   103,925     93,029
Deferred charges and other assets, net              13,885     16,218
Long-term assets of discontinued operations        306,314          -
                                                 ---------- ----------
  Total Assets                                   $ 960,976  $ 781,277
                                                 ========== ==========

LIABILITIES AND PARTNERS' CAPITAL
Current liabilities
  Accounts payable                               $  25,010  $  25,734
  Working capital facility borrowings                8,000    133,145
  Current maturities of long-term debt              24,418     93,983
  Accrued expenses                                  65,491     58,490
  Unearned service contract revenue                 35,361     37,601
  Customer credit balances                          53,927     20,457
  Current liabilities of discontinued operations    50,676          -
                                                 ---------- ----------
     Total current liabilities                     262,883    369,410

Long-term debt                                     503,668    174,473
Other long-term liabilities                         24,654     27,634

Partners' capital (deficit)
  Common unitholders                               167,367    212,249
  Subordinated unitholders                          (6,768)    (1,454)
  General partner                                   (3,702)    (3,248)
  Accumulated other comprehensive income (loss)     12,874      2,213
                                                 ---------- ----------
     Total Partners' capital                       169,771    209,760
                                                 ---------- ----------

     Total Liabilities and Partners' Capital     $ 960,976  $ 781,277
                                                 ========== ==========


               STAR GAS PARTNERS, L.P. AND SUBSIDIARIES
            CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS

(in thousands, except per    Three Months Ended     Six Months Ended
 unit data)                       March 31,             March 31,
                           ---------------------- --------------------
                              2004       2005       2004       2005
                           ---------- ---------- ---------- ----------
Sales:
   Product                 $ 437,395  $ 510,869  $ 701,600  $ 807,988
   Installations and
    service                   44,373     44,448     96,238     98,023
                           ---------- ---------- ---------- ----------
      Total sales            481,768    555,317    797,838    906,011

Cost and expenses:
   Cost of product           273,138    362,741    441,825    585,644
   Cost of installations
    and service               54,688     50,335    111,894    108,710
   Delivery and branch
    expenses                  72,010     70,643    132,688    136,123
   Depreciation and
    amortization expenses      9,522      9,021     19,039     18,143
   General and
    administrative
    expenses                   8,044     12,918     13,745     28,760
   Goodwill impairment
    loss                           -     67,000          -     67,000
                           ---------- ---------- ---------- ----------
      Operating income
       (loss)                 64,366    (17,341)    78,647    (38,369)
Interest expense             (10,448)    (9,071)   (19,749)   (19,946)
Interest income                  781      1,052      1,612      1,435
Amortization of debt
 issuance costs                 (732)      (590)    (1,960)    (1,305)
Loss on redemption of debt         -          -          -    (42,082)
                           ---------- ---------- ---------- ----------
   Income (loss) from
    continuing operations
      before income taxes     53,967    (25,950)    58,550   (100,267)
Income tax expense               669        669      1,000      1,000
                           ---------- ---------- ---------- ----------
   Income (loss) from
    continuing operations     53,298    (26,619)    57,550   (101,267)
Income (loss) from
 discontinued operations
 before gains on sale of
 segments, net of income
 taxes                        27,125          -     42,185     (4,552)
Gains on sale of segments,
 net of taxes                    230      2,520        230    156,164
                           ---------- ---------- ---------- ----------
Net income (loss)          $  80,653  $ (24,099) $  99,965  $  50,345
                           ========== ========== ========== ==========

General Partner's interest
 in net income (loss)      $     739  $    (218) $     933  $     454
                           ---------- ---------- ---------- ----------

Limited Partners' interest
 in net income (loss)      $  79,914  $ (23,881) $  99,032  $  49,891
                           ========== ========== ========== ==========

Basic and Diluted Income
 (Loss) per Limited
 Partner Unit:
Continuing operations      $    1.50  $   (0.74) $    1.65  $   (2.81)
Discontinued operations         0.77          -       1.21      (0.13)
Gain on sale of
 discontinued operations        0.01       0.07       0.01       4.33
                           ---------- ---------- ---------- ----------
Net income (loss)          $    2.27  $   (0.67) $    2.86  $    1.39
                           ========== ========== ========== ==========

Weighted average number of
 Limited Partner units
 outstanding:
     Basic                    35,158     35,783     34,655     35,770
                           ========== ========== ========== ==========
     Diluted                  35,158     35,783     34,655     35,770
                           ========== ========== ========== ==========


                       SUPPLEMENTAL INFORMATION

Earnings (loss) before interest, taxes, depreciation and amortization
from continuing operations (EBITDA)

The Partnership uses EBITDA as a measure of liquidity and it is being
included because the Partnership believes that it provides investors
and industry analysts with additional information to evaluate the
Partnership's ability to pay quarterly distributions. EBITDA is not a
recognized term under generally accepted accounting principles
("GAAP") and should not be considered as an alternative to net
income/(loss) or net cash provided by operating activities determined
in accordance with GAAP. Because EBITDA as determined by the
Partnership excludes some, but not all of the items that affect net
income/(loss), it may not be comparable to EBITDA or similarly titled
measures used by other companies. The following tables set forth (i)
the calculation of EBITDA and (ii) a reconciliation of EBITDA, as so
calculated, to cash provided by operating activities.


               STAR GAS PARTNERS, L.P. AND SUBSIDIARIES
            CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                       RECONCILIATION OF EBITDA

                                                 Three Months Ended
                                                      March 31,
                                             -------------------------
(in thousands)                                   2004         2005
                                             ------------ ------------
Income (loss) from continuing operations     $    53,298  $   (26,619)
Plus:
    Income tax expense                               669          669
    Amortization of debt issuance costs              732          590
    Interest expense, net                          9,667        8,019
    Depreciation and amortization expense          9,522        9,021
                                             ------------ ------------
           EBITDA                            $    73,888  $ (8,320)(a)

Add/(subtract)
    Income tax expense                              (669)        (669)
    Interest expense, net                         (9,667)      (8,019)
    Unit compensation expense                         32            -
    Provision for losses on accounts
     receivable                                    1,674        2,686
    Loss on sales of fixed assets, net                 6          131
    Goodwill impairment loss                           -       67,000
                                             ------------ ------------
    Change in operating assets and
     liabilities                                 (98,915)     (78,727)
                                             ------------ ------------

           Net cash used in operating
            activities                       $   (33,651)    ($25,918)
                                             ============ ============

(a) Includes non-cash goodwill impairment charge of $67.0 million.


                                                 Three Months Ended
                                                      March 31,
                                             -------------------------
                                                 2004         2005
                                             ------------ ------------
Home heating oil gallons sold (millions)           266.4        245.0


                       SUPPLEMENTAL INFORMATION
                       ------------------------
               STAR GAS PARTNERS, L.P. AND SUBSIDIARIES
            CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                       RECONCILIATION OF EBITDA

                                                 Six Months Ended
                                                     March 31,
                                             -------------------------
(in thousands)                                   2004         2005
                                             ------------ ------------
Income (loss) from continuing operations     $    57,550  $  (101,267)
Plus:
    Income tax expense                             1,000        1,000
    Amortization of debt issuance costs            1,960        1,305
    Interest expense, net                         18,137       18,511
    Depreciation and amortization expense         19,039       18,143
                                             ------------ ------------
           EBITDA                            $    97,686  $(62,308)(a)

Add/(subtract)
    Income tax expense                            (1,000)      (1,000)
    Interest expense, net                        (18,137)     (18,511)
    Unit compensation expense                         84           18
    Provision for losses on accounts
     receivable                                    3,217        4,407
    Loss on redemption of debt                         -       42,082
    (Gain) loss on sales of fixed assets, net       (130)          58
    Goodwill impairment loss                           -       67,000
                                             ------------ ------------
    Change in operating assets and
     liabilities                                (152,896)    (209,559)
                                             ------------ ------------

              Net cash used in operating
               activities                    $   (71,176)   ($177,813)
                                             ============ ============

(a) Includes $42.1 million related to early debt redemption and
non-cash goodwill impairment charge of $67.0 million.

                                                  Six Months Ended
                                                     March 31,
                                             -------------------------
                                                 2004         2005
                                             ------------ ------------
Home heating oil gallons sold (millions)           433.6        387.3


    CONTACT: Star Gas Partners
             Investor Relations, 203-328-7310
              or
             Jaffoni & Collins Incorporated
             Robert Rinderman or Purdy Tran, 212-835-8500
             SGU@jcir.com