SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person* Bandera Partners LLC (Last) (First) (Middle) 50 BROAD STREET, SUITE 1820 (Street) NEW YORK NY 10004 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 05/10/2010	3. Issuer Name and Ticker or Trading Symbol STAR GAS PARTNERS LP [ SGU ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)	5. If Amendment, Date of Original Filed (Month/Day/Year)
			6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Units	7,004,875(1)(2)	I	See footnote(1)(2)
Common Units	4,000(3)	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

1. Name and Address of Reporting Person* Bandera Partners LLC (Last) (First) (Middle) 50 BROAD STREET, SUITE 1820 (Street) NEW YORK NY 10004 (City) (State) (Zip)

1. Name and Address of Reporting Person* Bylinsky Gregory (Last) (First) (Middle) 50 BROAD STREET, SUITE 1820 (Street) NEW YORK NY 10004 (City) (State) (Zip)

1. Name and Address of Reporting Person* Gramm Jefferson (Last) (First) (Middle) 50 BROAD STREET, SUITE 1820 (Street) NEW YORK NY 10004 (City) (State) (Zip)

1. Name and Address of Reporting Person* Shpiz Andrew (Last) (First) (Middle) 50 BROAD STREET, SUITE 1820 (Street) NEW YORK NY 10004 (City) (State) (Zip)

Explanation of Responses:

1. The Common Units reported herein as indirectly beneficially owned by Bandera Partners LLC, Gregory Bylinsky, Jefferson Gramm and Andrew Shpiz (the "Master Fund Shares") are directly owned by Bandera Master Fund L.P., a Cayman Islands exempted limited partnership ("Bandera Master Fund"). Bandera Partners LLC is the investment manager of Bandera Master Fund and may be deemed to have beneficial ownership of the Master Fund Shares by virtue of the sole and exclusive authority granted to Bandera Partners LLC by Bandera Master Fund to vote and dispose of the Master Fund Shares. Mr. Bylinsky, Mr. Gramm and Mr. Shpiz may be deemed to have beneficial ownership of the Master Fund Shares in their capacities as Managing Partners, Managing Directors and Portfolio Managers of Bandera Partners LLC.

2. Indirect beneficial ownership of the Master Fund Shares has not been allocated to the Reporting Persons on a proportional basis. Each of Bandera Partners LLC, Mr. Bylinsky, Mr. Gramm and Mr. Shpiz disclaims beneficial ownership of the Master Fund Shares except to the extent of its or his pecuniary interest therein pursuant to Rule 16a-1(a)(2).

3. These securities are owned solely by Mr. Shpiz.

Remarks:

This Form 3 is being filed because Star Gas Partners, L.P. reported in its Quarterly Report on Form 10-Q filed with the Securities and Exchange Commission on May 10, 2010 that the number of Common Units issued and outstanding as of April 30, 2010 decreased to 69,806,896 Common Units. As a result, the Reporting Persons may be deemed to have beneficial ownership of more than ten percent of the issued and outstanding Common Units of Star Gas Partners, L.P.

	/s/ Gregory Bylinsky, Managing Director, On behalf of Bandera Partners LLC	05/13/2010
	/s/ Gregory Bylinsky	05/13/2010
	/s/ Jefferson Gramm	05/13/2010
	/s/ Andrew Shpiz	05/13/2010
	** 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 5 (b)(v).
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