AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JANUARY 9, 2004

REGISTRATION NO. 333-107324
REGISTRATION NO. 333-107324-01
REGISTRATION NO. 333-107324-02
REGISTRATION NO. 333-107324-03
REGISTRATION NO. 333-107324-04
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

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

AMENDMENT NO. 7

FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
---------------------

<Table>

HERITAGE PROPANE PARTNERS, L.P. DELAWARE 73-1493906
HERITAGE OPERATING, L.P. DELAWARE 73-1495293
HERITAGE SERVICE CORP. DELAWARE 73-1495294
HERITAGE-BI STATE, L.L.C. DELAWARE 73-1496351
HERITAGE ENERGY RESOURCES, L.L.C. OKLAHOMA 73-1588029
(Exact name of each registrant (State or other jurisdiction of (I.R.S. Employer
as specified in its charter) incorporation or organization) Identification Number)
</Table>

---------------------
8801 SOUTH YALE AVENUE, SUITE 310
TULSA, OKLAHOMA 74137
(918) 492-7272
(Address, including zip code, and telephone number, including area code, of each
registrant's principal executive offices)
---------------------
MICHAEL L. GREENWOOD
VICE PRESIDENT AND CHIEF FINANCIAL OFFICER
HERITAGE PROPANE PARTNERS, L.P.
8801 SOUTH YALE AVENUE, SUITE 310
TULSA, OKLAHOMA 74137
(918) 492-7272
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
---------------------
COPIES TO:

<Table>

THOMAS P. MASON ROBERT A. BURK
DOUGLAS E. MCWILLIAMS DOERNER, SAUNDERS, DANIEL & ANDERSON, L.L.P.
VINSON & ELKINS L.L.P. 320 SOUTH BOSTON, SUITE 500
2300 FIRST CITY TOWER TULSA, OKLAHOMA 74103-3725
1001 FANNIN STREET (918) 582-1211
HOUSTON, TEXAS 77002
(713) 758-2222
</Table>

---------------------
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: From time
to time after this registration statement becomes effective.

If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]

If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box. [X]

If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]

If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]

If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]

EACH REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a),
MAY DETERMINE.
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION

Set forth below are the expenses (other than underwriting discounts and
commissions) expected to be incurred in connection with the issuance and
distribution of the securities registered hereby. With the exception of the
Securities and Exchange Commission registration fee, the amounts set forth below
are estimates:

<Table>

Securities and Exchange Commission registration fee......... $ 78,949
Legal fees and expenses..................................... $175,000
Accounting fees and expenses................................ $ 50,000
Printing and engraving expenses............................. $ 75,000
Trustee's fees.............................................. $ 15,000
Miscellaneous............................................... $ 6,051
--------
TOTAL....................................................... $400,000
========
</Table>

ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS

Heritage Propane Partners, L.P. and Heritage Operating, L.P.

The partnership agreements of each of Heritage Propane Partners, L.P. and
Heritage Operating, L.P. provide that each partnership, as applicable, will
indemnify (i) its respective general partner, any departing partner (as defined
therein), any person who is or was an affiliate of its respective general
partner or any departing partner, (ii) any person who is or was a director,
officer, employee, agent or trustee of the partnerships, (iii) any person who is
or was an officer, director, employee, agent or trustee of its respective
general partner or any departing partner or any affiliate of its respective
general partner or any departing partner, or (iv) any person who is or was
serving at the request of its respective general partner or any departing
partner or any affiliate of its respective general partner or any departing
partner as an officer, director, employee, partner, agent, fiduciary or trustee
of another person (each, an "Indemnitee"), to the fullest extent permitted by
law, from and against any and all losses, claims, damages, liabilities (joint
and several), expenses (including, without limitation, legal fees and expenses),
judgments, fines, penalties, interest, settlements and other amounts arising
from any and all claims, demands, actions, suits or proceedings, whether civil,
criminal, administrative or investigative, in which any Indemnitee may be
involved, or is threatened to be involved, as a party or otherwise, by reason of
its status as any of the foregoing; provided that in each case the Indemnitee
acted in good faith and in a manner that such Indemnitee reasonably believed to
be in or not opposed to the best interests of each partnership and, with respect
to any criminal proceeding, had no reasonable cause to believe its conduct was
unlawful. Any indemnification under these provisions will be only out of the
assets of each of the partnerships, and the respective general partner shall not
be personally liable for, or have any obligation to contribute or loan funds or
assets to each applicable partnership to enable it to effectuate, such
indemnification. Each partnership is authorized to purchase (or to reimburse the
general partner or its affiliates for the cost of) insurance against liabilities
asserted against and expenses incurred by such persons in connection with each
of the partnerships' activities, regardless of whether each of the partnerships
would have the power to indemnify such person against such liabilities under the
provisions described above.

Heritage Service Corp.

Delaware law permits a corporation to adopt a provision in its certificate
of incorporation eliminating or limiting the personal liability of a director,
but not an officer in his or her capacity as such, to the corporation or its
stockholders for monetary damages for breach of fiduciary duty as a director,
except that such provision shall not limit the liability of a director for (i)
any breach of the director's duty of loyalty

II-1

to the corporation or its stockholders, (ii) acts or omissions not in good faith
or that involve intentional misconduct or a knowing violation of law, (iii)
liability under section 174 of the Delaware General Corporation Law for unlawful
payment of dividends or stock purchases or redemptions, or (iv) any transaction
from which the director derived an improper personal benefit. Heritage Service
Corp.'s Certificate of Incorporation provides that, to the fullest extent of
Delaware law, no Heritage Service Corp. director shall be liable to Heritage
Service Corp. or Heritage Service Corp. stockholders for monetary damages for
breach of fiduciary duty as a director.

Under Delaware law, a corporation may indemnify any individual made a party
or threatened to be made a party to any type of proceeding, other than an action
by or in the right of the corporation, because he or she is or was an officer,
director, employee or agent of the corporation or was serving at the request of
the corporation as an officer, director, employee or agent of another
corporation or entity against expenses, judgments, fines and amounts paid in
settlement actually and reasonably incurred in connection with such proceeding:
(i) if he or she acted in good faith and in a manner he or she reasonably
believed to be in or not opposed to the best interests of the corporation; or
(ii) in the case of a criminal proceeding, he or she had no reasonable cause to
believe that his or her conduct was unlawful. A corporation may indemnify any
individual made a party or threatened to be made a party to any threatened,
pending or completed action or suit brought by or in the right of the
corporation because he or she was an officer, director, employee or agent of the
corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation or other entity,
against expenses actually and reasonably incurred in connection with such action
or suit if he or she acted in good faith and in a manner he or she reasonably
believed to be in or not opposed to the best interests of the corporation,
provided that such indemnification will be denied if the individual is found
liable to the corporation unless, in such a case, the court determines the
person is nonetheless entitled to indemnification for such expenses. A
corporation must indemnify a present or former director or officer who
successfully defends himself or herself in a proceeding to which he or she was a
party because he or she was a director or officer of the corporation against
expenses actually and reasonably incurred by him or her. Expenses incurred by an
officer or director, or any employees or agents as deemed appropriate by the
board of directors, in defending civil or criminal proceedings may be paid by
the corporation in advance of the final disposition of such proceedings upon
receipt of an undertaking by or on behalf of such director, officer, employee or
agent to repay such amount if it shall ultimately be determined that he or she
is not entitled to be indemnified by the corporation. The Delaware law regarding
indemnification and expense advancement is not exclusive of any other rights
which may be granted by Heritage Service Corp.'s Certificate of Incorporation or
Bylaws, a vote of stockholders or disinterested directors, agreement or
otherwise.

Under the Delaware General Corporation Law, termination of any proceeding
by conviction or upon a plea of nolo contendere or its equivalent shall not, of
itself, create a presumption that such person is prohibited from being
indemnified.

The Bylaws of Heritage Service Corp. provide for the indemnification and
advancement of expenses of any individual made, or threatened to be made, a
party to an action, suit or proceeding, whether civil, criminal, administrative
or investigative, by reason of the fact that he or she is or was a director or
officer of Heritage Service Corp. or is or was a director or officer of Heritage
Service Corp. serving as an officer or director, employee or agent of any other
enterprise at the request of Heritage Service Corp. Heritage Service Corp.'s
bylaws provide for such indemnification and advancement of expenses if such
officer or director acted in good faith and in a manner he or she reasonably
believed to be in or not opposed to the best interests of Heritage Service Corp.
and, with respect to any criminal action or proceeding, had no reasonable cause
to believe his or her conduct was unlawful.

Heritage-Bi State, L.L.C.

Under the Delaware Limited Liability Company Act, a limited liability
company may, and shall have the power to, indemnify and hold harmless any member
or manager or other person from and against any and all claims and demands
whatsoever.

II-2

The Amended and Restated Agreement of Limited Liability Company of
Heritage-Bi State, L.L.C. provides that a member shall not be liable to
Heritage-Bi State, L.L.C. for any act or omission based upon errors of judgment
in connection with the business or affairs of Heritage-Bi State, L.L.C. if such
member's conduct does not constitute gross negligence or willful misconduct.
Furthermore, the Amended and Restated Agreement of Limited Liability Company of
Heritage-Bi State, L.L.C. provides that a member shall be indemnified by
Heritage-Bi State, L.L.C., to the fullest extent permitted by law, from and
against any and all losses, claims, damages and settlements arising from any and
all claims, demands, actions, suits or proceedings, whether civil, criminal,
administrative or investigative, in which the member is involved, as a party or
otherwise, by reason of the management of the affairs of Heritage-Bi State,
L.L.C. or the fact that such member is or was an agent of Heritage-Bi State,
L.L.C., provided that no member shall be entitled to indemnification for such
losses, claims, damages and settlements arising as a result of the gross
negligence or willful misconduct of such member.

Heritage Energy Resources, L.L.C.

Under the Oklahoma Limited Liability Company Act, a limited liability
company may (i) limit or eliminate the personal liability of a manager for
monetary damages for breach of any duty under the Oklahoma Limited Liability
Company Act or (ii) provide for indemnification of a manager for judgments,
settlements, penalties, fines or expenses incurred in any proceeding because
such manager is or was a manager of the limited liability company, except, in
either case, for any breach of a manager's duty of loyalty or any acts or
omissions not in good faith or which involve intentional misconduct or a knowing
violation of law.

The Operating Agreement of Heritage Energy Resources, L.L.C. provides
indemnification and eliminates liability for each manager or officer of Heritage
Energy Resources, L.L.C. from any and all monetary damages, claims, demands and
actions of every kind and nature whatsoever which may arise by reason of a
manager's or officer's performance of his or her duties and responsibilities,
except (i) for liabilities arising as a result of a breach of the manager's or
officer's duty of loyalty to Heritage Energy Resources, L.L.C. or its members,
(ii) for acts or omissions not in good faith or which involve intentional
misconduct or a knowing violation of the law, (iii) for any transaction from
which the manager or officer derived an improper personal benefit and (iv) with
respect to indemnification, a breach of any provision of Heritage Energy
Resources, L.L.C.'s Operating Agreement.

Any underwriting agreement entered into in connection with the sale of the
securities offered pursuant to this registration statement will provide for
indemnification of officers, directors, members or managers of the general
partner, Heritage Service Corp., Heritage-Bi State, L.L.C. and Heritage Energy
Resources, L.L.C., including liabilities under the Securities Act.

II-3

ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES

(a) Exhibits. The following documents are filed as exhibits to this
registration:

<Table>
<Caption>
EXHIBIT
NUMBER DESCRIPTION
------- -----------

1.1*** Form of Underwriting Agreement relating to the sale of the
common units offered by the Prospectus Supplement contained
herein.
1.2* Form of Underwriting Agreement.
4.1 Amended and Restated Agreement of Limited Partnership of
Heritage Propane Partners, L.P. (incorporated by reference
to Exhibit 3.1 to Heritage Propane Partners, L.P.'s
Registration Statement on Form S-1, filed on June 21, 1996).
4.2 Amendment No. 1 to Amended and Restated Agreement of Limited
Partnership of Heritage Propane Partners, L.P. (incorporated
by reference to Exhibit 3.1.1 to Heritage Propane Partners,
L.P.'s Current Report on Form 8-K dated August 23, 2000).
4.3 Amendment No. 2 to Amended and Restated Agreement of Limited
Partnership of Heritage Propane Partners, L.P. (incorporated
by reference to Exhibit 3.1.2 to Heritage Propane Partners,
L.P.'s Annual Report on Form 10-K for the year ended August
31, 2001).
4.4 Amendment No. 3 to Amended and Restated Agreement of Limited
Partnership of Heritage Propane Partners, L.P. (incorporated
by reference to Exhibit 3.1.3 to Heritage Propane Partners,
L.P.'s Quarterly Report on Form 10-Q for the quarter ended
May 31, 2002).
4.5 Amendment No. 4 to Amended and Restated Agreement of Limited
Partnership of Heritage Propane Partners, L.P. (incorporated
by reference to Exhibit 3.1.4 to Heritage Propane Partners,
L.P.'s Quarterly Report on Form 10-Q for the quarter ended
May 31, 2002).
4.6** Form of Amendment No. 5 to Amended and Restated Agreement of
Limited Partnership of Heritage Propane Partners, L.P.
4.7 Amended and Restated Agreement of Limited Partnership of
Heritage Operating, L.P. (incorporated by reference to
Exhibit 3.2 to Heritage Propane Partners, L.P.'s
Registration Statement on Form S-1, filed on June 21, 1996).
4.8 Amendment No. 1 to Amended and Restated Agreement of Limited
Partnership of Heritage Operating, L.P. (incorporated by
reference to Exhibit 3.2.1 to Heritage Propane Partners,
L.P.'s Annual Report on Form 10-K for the year ended August
31, 2000).
4.9 Amendment No. 2 to Amended and Restated Agreement of Limited
Partnership of Heritage Operating, L.P. (incorporated by
reference to Exhibit 3.2.2 to Heritage Propane Partners,
L.P.'s Quarterly Report on Form 10-Q for the quarter ended
May 31, 2002).
4.10** Form of Amendment No. 3 to Amended and Restated Agreement of
Limited Partnership of Heritage Operating, L.P.
4.11** Form of Senior Indenture of Heritage Propane Partners, L.P.
4.12** Form of Subordinated Indenture of Heritage Propane Partners,
L.P.
4.13** Form of Senior Indenture of Heritage Operating, L.P.
4.14** Form of Subordinated Indenture of Heritage Operating, L.P.
5.1*** Opinion of Vinson & Elkins L.L.P. as to the legality of the
securities registered hereby.
5.2** Opinion of Doerner, Saunders, Daniel & Anderson, L.L.P. as
to the legality of the securities registered hereby.
5.3*** Opinion of Vinson & Elkins L.L.P. as to the legality of the
common units offered by the Prospectus Supplement contained
herein.
8.1** Opinion of Vinson & Elkins L.L.P. as to tax matters.
10.1 Acquisition Agreement dated November 6, 2003 among the
owners of U.S. Propane, L.P. and U.S. Propane, L.L.C. and La
Grange Energy, L.P. (incorporated by reference to Exhibit
10.30 to Heritage Propane Partners, L.P.'s Annual Report on
Form 10-K for the year ended August 31, 2003).
</Table>

II-4

<Table>
<Caption>
EXHIBIT
NUMBER DESCRIPTION
------- -----------

10.2 Contribution Agreement dated November 6, 2003 among La
Grange Energy, L.P. and Heritage Propane Partners, L.P. and
U.S. Propane, L.P. (incorporated by reference to Exhibit
10.31 to Heritage Propane Partners, L.P.'s Annual Report on
Form 10-K for the year ended August 31, 2003).
10.3** Amendment No. 1 dated December 7, 2003 to Contribution
Agreement dated November 6, 2003 among La Grange Energy,
L.P. and Heritage Propane Partners, L.P. and U.S. Propane,
L.P.
10.4 Stock Purchase Agreement dated November 6, 2003 among the
owners of Heritage Holdings, Inc. and Heritage Propane
Partners, L.P. (incorporated by reference to Exhibit 10.32
to Heritage Propane Partners, L.P.'s Annual Report on Form
10-K for the year ended August 31, 2003).
12.1** Computation of ratio of earnings to fixed charges.
23.1*** Consent of Vinson & Elkins L.L.P. (included in Exhibits 5.1
and 8.1).
23.2** Consent of Doerner, Saunders, Daniel & Anderson, L.L.P.
(included in Exhibit 5.2).
23.3** Consent of Grant Thornton LLP.
23.4** Consent of Ernst & Young LLP.
23.5** Consent of Ray C. Davis.
23.6** Consent of Kelcy L. Warren.
23.7** Consent of Deloitte & Touche LLP.
23.8** Consent of David R. Albin.
23.9** Consent of Kenneth A. Hersh.
24.1** Power of Attorney.
25.1* Form T-1 Statement of Eligibility and Qualification
respecting the Senior Indenture of Heritage Propane
Partners, L.P.
25.2* Form T-1 Statement of Eligibility and Qualification
respecting the Subordinated Indenture of Heritage Propane
Partners, L.P.
25.3* Form T-1 Statement of Eligibility and Qualification
respecting the Senior Indenture of Heritage Operating, L.P.
25.4* Form T-1 Statement of Eligibility and Qualification
respecting the Subordinated Indenture of Heritage Operating,
L.P.
99.1 Balance sheet of U.S. Propane, L.P. (incorporated by
reference to Exhibit 99.1 to Heritage Propane Partners,
L.P.'s Annual Report on Form 10-K for the year ended August
31, 2003).
99.2 Balance Sheet of U.S. Propane, L.L.C. (incorporated by
reference to Exhibit 99.3 to Heritage Propane Partners,
L.P.'s Annual Report on Form 10-K for the year ended August
31, 2003).
</Table>

- ---------------

* To be filed by a post-effective amendment to this registration statement or
as an exhibit to a current report on Form 8-K.

** Previously filed.

*** Filed herewith.

(b) Financial Statement Schedules

No financial statement schedules are included herein. All other schedules
for which provision is made in the applicable accounting regulations of the
Securities and Exchange Commission are not required under the related
instructions, are inapplicable, or the information is included in the
consolidated financial statements, and have therefore been omitted.

The following reports, opinions, and appraisals are included herein: None.

II-5

ITEM 17. UNDERTAKINGS

I. Each of the undersigned registrants hereby undertakes:

To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:

(a) To include any prospectus required by section 10(a)(3) of the
Securities Act of 1933;

(b) To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in the registration statement. Notwithstanding the foregoing, any
increase or decrease in volume of securities offered (if the total
dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high end of the estimated
maximum offering range may be reflected in the form of prospectus filed
with the Commission pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than a 20% change in the
maximum aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective registration statement;

(c) To include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or
any material change to such information in the registration statement;

Provided, however, that paragraphs (a) and (b) above do not apply if
the information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed with or furnished
to the Commission by the registrant pursuant to section 13 or section 15(d)
of the Securities Exchange Act of 1934 that are incorporated by reference
in the registration statement.

That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.

To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination
of the offering.

(1) For purposes of determining any liability under the Securities
Act, the information omitted from the form of prospectus filed as part of
this registration statement in reliance upon Rule 430A and contained in a
form of prospectus filed by the registrant pursuant to Rule 424(b)(1) or
(4) or 497(h) under the Securities Act shall be deemed to be part of this
registration statement as of the time it was declared effective.

II. Each undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to section 13(a) or section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

III. Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and controlling
persons of any registrant pursuant to the provisions described in Item 15 above,
or otherwise, the registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public policy
as expressed in the Securities Act of 1933 and is, therefore, unenforceable. In
the event that a claim for indemnification against such liabilities (other than
the payment by the registrant of expenses incurred or paid by a director,
officer or controlling person of the registrant in the successful defense of any
action, suit or proceeding) is asserted by such

II-6

director, officer or controlling person in connection with the securities being
registered, each registrant will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Securities Act of 1933 and will be
governed by the final adjudication of such issue.

II-7

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended,
each of the registrants certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing on Form S-3 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Tulsa, State of Oklahoma, on January 9, 2004.

HERITAGE PROPANE PARTNERS, L.P.
By: U.S. PROPANE, L.P.
its General Partner

By: U.S. PROPANE, L.L.C.
its General Partner

By: /s/ MICHAEL L. GREENWOOD
---------------------------------
Name: Michael L. Greenwood
Title: Vice President and
Chief Financial
Officer

HERITAGE OPERATING, L.P.
By: U.S. PROPANE, L.P.
its General Partner

By: U.S. PROPANE, L.L.C.
its General Partner

By: /s/ MICHAEL L. GREENWOOD
---------------------------------
Name: Michael L. Greenwood
Title: Vice President and
Chief Financial
Officer

HERITAGE SERVICE CORP.

By: /s/ MICHAEL L. GREENWOOD
------------------------------------
Name: Michael L. Greenwood
Title: Vice President and Chief
Financial Officer

HERITAGE-BI STATE, L.L.C.

By: /s/ MICHAEL L. GREENWOOD
------------------------------------
Name: Michael L. Greenwood
Title: Vice President and Chief
Financial Officer

HERITAGE ENERGY RESOURCES, L.L.C.

By: /s/ MICHAEL L. GREENWOOD
------------------------------------
Name: Michael L. Greenwood
Title: Vice President and Chief
Financial Officer

II-8

Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed below by the following persons in
the capacities and on the dates indicated below.

<Table>
<Caption>
SIGNATURE TITLE DATE
--------- ----- ----

/s/ H. MICHAEL KRIMBILL (i) President and Chief January 9, 2004
- -------------------------------------- Executive Officer (Principal
H. Michael Krimbill Executive Officer) of U.S.
Propane, L.L.C., Heritage
Service Corp., Heritage-Bi
State, L.L.C. and Heritage
Energy Resources, L.L.C., (ii)
Director of U.S. Propane L.L.C.
and Heritage Service Corp. and
(iii) Manager of Heritage
Energy Resources, L.L.C.

* Chairman of the Board and January 9, 2004
- -------------------------------------- Director of U.S. Propane,
James E. Bertelsmeyer L.L.C.

/s/ MICHAEL L. GREENWOOD (i) Vice President and Chief January 9, 2004
- -------------------------------------- Financial Officer (Principal
Michael L. Greenwood Financial and Accounting
Officer) of U.S. Propane,
L.L.C., Heritage Service Corp.,
Heritage-Bi State, L.L.C. and
Heritage Energy Resources,
L.L.C. and (ii) Manager of
Heritage Energy Resources,
L.L.C.

* Director of U.S. Propane, January 9, 2004
- -------------------------------------- L.L.C.
Bill W. Byrne

* Director of U.S. Propane, January 9, 2004
- -------------------------------------- L.L.C.
J. Charles Sawyer

* Director of U.S. Propane, January 9, 2004
- -------------------------------------- L.L.C.
Stephen L. Cropper

* Director of U.S. Propane, January 9, 2004
- -------------------------------------- L.L.C.
J. Patrick Reddy

* Director of U.S. Propane, January 9, 2004
- -------------------------------------- L.L.C.
Royston K. Eustace

* Director of U.S. Propane, January 9, 2004
- -------------------------------------- L.L.C.
William N. Cantrell

* Director of U.S. Propane, January 9, 2004
- -------------------------------------- L.L.C.
Kevin M. O'Hara
</Table>

II-9

<Table>
<Caption>
SIGNATURE TITLE DATE
--------- ----- ----

* Director of U.S. Propane, January 9, 2004
- -------------------------------------- L.L.C.
Andrew W. Evans

* Director of U.S. Propane, January 9, 2004
- -------------------------------------- L.L.C.
Richard T. O'Brien

*By: /s/ MICHAEL L. GREENWOOD
------------------------------
Michael L. Greenwood
Attorney-in-Fact
</Table>

U.S. Propane, L.L.C. is the general partner of U.S. Propane, L.P., the
general partner of each of Heritage Propane Partners, L.P. and Heritage
Operating, L.P. Heritage Propane Partners, L.P. and Heritage Operating, L.P. are
the only members of Heritage-Bi State, L.L.C.

II-10

INDEX TO EXHIBITS

<Table>
<Caption>
EXHIBIT
NUMBER DESCRIPTION
------- -----------

II-11

<Table>
<Caption>
EXHIBIT
NUMBER DESCRIPTION
------- -----------

- ---------------

* To be filed by a post-effective amendment to this registration statement or
as an exhibit to a current report on Form 8-K.

** Previously filed.

*** Filed herewith.

II-12