Mail Stop 3561

                                                March 3, 2006

Mr. Joseph P. Cavanaugh
Chief Executive Officer
Star Gas Partners, L.P.
2187 Atlantic Street
P.O. Box 120011
Stamford, Connecticut 06902

      Re:	Star Gas Partners, L.P.
      Registration Statement on Form S-3
      Filed January 18, 2006
      File No. 333-131098
      Form 10-K for the Year Ended September 30, 2005
      Filed December 13, 2005
      File No. 1-14129
      Form 10-Q for the Quarterly Period Ended December 31, 2005
      Filed February 7, 2006
      File No. 1-14129

Dear Mr. Cavanaugh:

      We have reviewed your response letter dated February 27,
2006
and have the following comments.  Where indicated, we think you
should revise your documents in response to these comments.  If
you
disagree, we will consider your explanation as to why our comment
is
inapplicable or a revision is unnecessary.  Please be as detailed
as
necessary in your explanation.  In some of our comments, we may
ask
you to provide us with information so we may better understand
your
disclosure.  After reviewing this information, we may raise
additional comments.

Form 10-K for the Year Ended September 30, 2005

General

1. We note your response to comment 4, 8 and 11 in our letter
dated
February 14, 2006.  Please include the proposed revisions to
disclosures in the amendment you intend to file.


Consolidated Financial Statements, page F-1

Consolidated Statements of Cash Flows, page F-8

2. We note your response to comment 10 in our letter dated
February
14, 2006 and the proposed revisions to your disclosure.  Your
proposed revision to the statement includes a new uncaptioned line
item in the financing activities section that is not included in
the
total amount reported as net cash flows provided by (used in)
financing activities.  Please advise or revise in the amendment
you
intend to file.  In the amendment, please also revise to clearly
indicate the operating, investing and financing cash flows related
to
continuing operations.  In addition, please disclose the reason
for
the revised presentation in the disclosure you intend to include
in
Note 3 to the financial statements included in the amended filing.
Finally, please similarly amend Form 10-Q for the quarter ended
December 31, 2005.

Form 10-Q for the Quarterly Period Ended December 31, 2005

General

3. Please amend the filing to address the above comments and the
comments in our letter dated February 14, 2006 as applicable.

Exhibit 10.18

4. Please revise to include the signature of your independent
accountant.

*	*	*	*	*

      As appropriate, please amend your filings in response to
these
comments.  You may wish to provide us with marked copies of the
amendments to expedite our review.  Please furnish a cover letter
with your amendments that keys your responses to our comments and
provides any requested information.  Detailed cover letters
greatly
facilitate our review.  Please understand that we may have
additional
comments after reviewing your amendments and responses to our
comments.


      You may contact William Thompson, Staff Accountant, at (202)
551-3344 or William Choi, Accounting Branch Chief, at (202) 551-
3716,
if you have questions regarding comments on the financial
statements
and related matters.  Please contact Peggy Kim, Senior Staff
Attorney, at (202) 551-3411, or me at (202) 551-3720 with any
other
questions.

Sincerely,



H. Christopher Owings
Assistant Director

cc:	Brian Brodrick, Esq.
      Phillips Nizer LLP
	Via Facsimile
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Joseph P. Cavanaugh
Star Gas Partners, L.P.
March 3, 2006
Page 1



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-0405

         DIVISION OF
CORPORATION FINANCE