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) February 6, 2006

                             STAR GAS PARTNERS, L.P.
             (Exact name of registrant as specified in its charter)


            Delaware                      011-14129               06-1437793
(State or other jurisdiction of   (Commission File Number)      (IRS Employer
         incorporation)                                      Identification No.)


   2187 Atlantic Street, Stamford, CT                         06902
(Address of principal executive offices)                    (Zip Code)

        Registrant's telephone number, including area code (203) 328-7310

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

Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):

|_|  Written communications pursuant to Rule 425 under the Securities Act
     (17 CFR 230.425)

|_|  Soliciting material pursuant to Rule 14a-12 under the Exchange Act
     (17 CFR 240.14a-12)

|_|  Pre-commencement communications pursuant to Rule 14d-2(b) under the
     Exchange Act (17 CFR 240.14d-2(b))

|_|  Pre-commencement communications pursuant to Rule 13e-4(c) under the
     Exchange Act (17 CFR 240.13e-4(c))




ITEM 2.02.   RESULTS OF OPERATIONS AND FINANCIAL CONDITION

On February 6, 2006, Star Gas Partners, L.P., a Delaware partnership (the
"Partnership"), issued a press release announcing its financial results for its
fiscal first quarter ending December 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
              February 6, 2006



                                   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:   February 6, 2006