UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

FORM 10-Q

(Mark One)

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended MARCH 31, 2001
--------------
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 16 OF THE SECURITIES
EXCHANGE ACT OF 1934

for the transition period from ______ to ______

Commission File Number: 1-14222
-------

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

DELAWARE 22-3410353
- -------- ----------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)

240 ROUTE 10 WEST, WHIPPANY, NJ 07981
- --------------------------------------------------------------------------------
(Address of principal executive office) (Zip Code)

(973) 887-5300
- --------------------------------------------------------------------------------
(Registrant's telephone number, including area code)

Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Sections 13 or 15(d) of the Securities Exchange Act of 1934
during the preceding 12 months (or for each shorter period that the Registrant
was required to file such reports), and (2) had been subject to such filing
requirements for the past 90 days.

Yes X No
--- ---

Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of May 11, 2001: 24,631,287 Common Units

This Report contains a total of 21 pages.

SUBURBAN PROPANE PARTNERS, L.P. AND SUBSIDIARIES
INDEX TO FORM 10-Q

Part 1 Financial Information PAGE
----

Item 1 - Financial Statements (unaudited)

SUBURBAN PROPANE PARTNERS, L.P. AND SUBSIDIARIES
------------------------------------------------

Condensed Consolidated Balance Sheets as of
March 31, 2001 and September 30, 2000 4

Condensed Consolidated Statements of Operations
for the three months ended March 31, 2001 and
March 25, 2000 5

Condensed Consolidated Statements of Operations
for the six months ended March 31, 2001 and
March 25, 2000 6

Condensed Consolidated Statements of Cash Flows for
the three and six months ended March 31, 2001 and
March 25, 2000 7

Condensed Consolidated Statement of Partners' Capital
for the six months ended March 31, 2001 8

Notes to Condensed Consolidated Financial Statements 9-14

Item 2 - Management's Discussion and Analysis of Financial
Condition and Results of Operations 15-18

Item 3 - Quantitative and Qualitative Disclosures about
Market Risk 18-19

Part 2 Other Information
Item 6 - Exhibits and Reports on Form 8-K 20

Signatures 21

DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS
- -----------------------------------------------
This Quarterly Report on Form 10-Q contains forward-looking statements within
the meaning of Section 21E of the Securities Exchange Act of 1934, as amended,
relating to the Partnership's future business expectations and predictions and
financial condition and results of operations. These forward-looking statements
involve certain risks and uncertainties. Important factors that could cause
actual results to differ materially from those discussed in such forward-looking
statements ("cautionary statements") include, among other things: the impact of
weather conditions on the demand for propane; fluctuations in the unit cost of
propane; the ability of the Partnership to compete with other suppliers of
propane and other energy sources; the ability of the Partnership to retain and
acquire customers; the Partnership's ability to implement its expansion strategy
and to integrate acquired businesses successfully; the impact of energy
efficiency and technology advances on the demand for propane; the ability of
management to continue to control expenses; the impact of regulatory

developments on the Partnership's business; and the impact of legal proceedings
on the Partnership's business. 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 such cautionary statements.

SUBURBAN PROPANE PARTNERS, L.P. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS
(in thousands)
(unaudited)

MARCH 31, SEPTEMBER 30,
2001 2000
--------- -------------

ASSETS
Current assets:

Cash & cash equivalents .................................. $ 17,164 $ 11,645
Accounts receivable, less allowance for doubtful
accounts of $5,028 and $2,975, respectively ............ 110,984 61,303
Inventories .............................................. 39,596 41,631
Prepaid expenses and other current assets ................ 6,822 7,581
--------- ---------
Total current assets ............................. 174,566 122,160
Property, plant and equipment, net ........................... 345,338 350,640
Net prepaid pension cost ..................................... 33,631 33,687
Goodwill & other intangibles assets, net ..................... 257,001 261,617
Other assets ................................................. 3,411 3,012
--------- ---------
Total assets .................................... $ 813,947 $ 771,116
========= =========

LIABILITIES AND PARTNERS' CAPITAL
Current liabilities:
Accounts payable ......................................... $ 45,812 $ 59,794
Accrued employment and benefit costs ..................... 24,519 18,979
Short-term borrowings .................................... 7,250 6,500
Accrued insurance ........................................ 7,015 6,170
Customer deposits and advances ........................... 8,156 23,164
Accrued interest ......................................... 8,496 8,171
Other current liabilities ................................ 8,682 8,683
--------- ---------
Total current liabilities ...................... 109,930 131,461
Long-term borrowings ......................................... 473,147 517,219
Postretirement benefits obligation ........................... 33,944 33,885
Accrued insurance ............................................ 18,806 19,458
Other liabilities ............................................ 7,390 7,264
--------- ---------
Total liabilities ............................. 643,217 709,287
--------- ---------

Partners' capital:
Common Unitholders ..................................... 168,339 58,474
General Partner ........................................ 3,095 1,866
Deferred compensation trust ............................ (11,567) (11,567)
Common Units held in trust, at cost .................... 11,567 11,567
Unearned Compensation .................................. (1,429) (640)
Accumulated other comprehensive income ................. 725 2,129
--------- ---------
Total partners' capital ...................... 170,730 61,829
--------- ---------
Total liabilities and partners' capital ...... $ 813,947 $ 771,116
========= =========

The accompanying notes are an integral part of these condensed consolidated
financial statements.

SUBURBAN PROPANE PARTNERS, L.P. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except per Unit amounts)
(unaudited)

THREE MONTHS ENDED
-----------------------
MARCH 31, MARCH 25,
2001 2000
--------- ---------

Revenues
Propane ..................................... $332,727 $271,160
Other ....................................... 19,881 19,720
-------- --------
352,608 290,880

Cost and Expenses
Cost of sales ............................... 201,149 165,033
Operating ................................... 64,669 59,372
General and administrative .................. 9,236 6,972
Depreciation and amortization ............... 10,019 9,884
-------- --------
285,073 241,261

Income before interest expense and income taxes 67,535 49,619
Interest expense, net ......................... 10,265 10,243
-------- --------

Income before provision for income taxes ...... 57,270 39,376
Provision for income taxes .................... 94 71
-------- --------
Net income .................................... $ 57,176 $ 39,305
======== ========

General Partner's interest in net income ...... $ 1,081 $ 786
-------- --------
Limited Partners' interest in net income ...... $ 56,095 $ 38,519
======== ========
Net income per Unit ........................... $ 2.28 $ 1.73
======== ========
Weighted average number of units outstanding .. 24,631 22,279
-------- --------

The accompanying notes are an integral part of these condensed consolidated
financial statements.

SUBURBAN PROPANE PARTNERS, L.P. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(in thousands, except per Unit amounts)
(unaudited)

SIX MONTHS ENDED
------------------------
MARCH 31, MARCH 25,
2001 2000
--------- ---------

Revenues
Propane ..................................... $ 601,186 $ 445,168
Other ....................................... 45,505 46,174
--------- ---------
646,691 491,342

Cost and Expenses
Cost of sales ............................... 370,287 267,474
Operating ................................... 129,046 114,661
General and administrative .................. 17,442 13,615
Depreciation and amortization ............... 19,605 18,890
Gain on sale of assets ...................... -- (10,328)
--------- ---------
536,380 404,312

Income before interest expense and income taxes 110,311 87,030
Interest expense, net ......................... 20,253 19,642
--------- ---------

Income before provision for income taxes ...... 90,058 67,388
Provision for income taxes .................... 165 92
--------- ---------
Net income .................................... $ 89,893 $ 67,296
========= =========

General Partner's interest in net income ...... $ 1,735 $ 1,346
--------- ---------
Limited Partners' interest in net income ...... $ 88,158 $ 65,950
========= =========
Net income per Unit ........................... $ 3.61 $ 2.96
========= =========
Weighted average number of units outstanding .. 24,397 22,271
--------- ---------

The accompanying notes are an integral part of these condensed consolidated
financial statements.

SUBURBAN PROPANE PARTNERS, L.P. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(in thousands)
(unaudited)

THREE MONTHS ENDED SIX MONTHS ENDED
--------------------- ---------------------
MARCH 31, MARCH 25, MARCH 31, MARCH 25,
2001 2000 2001 2000
--------- --------- --------- ---------

Cash flows from operating activities:

Net income ....................................................... $ 57,176 $ 39,305 $ 89,893 $ 67,296
Adjustments to reconcile net income to net cash
provided by operations:
Depreciation ................................................ 7,210 7,440 14,259 14,512
Amortization ................................................ 2,809 2,444 5,346 4,378
(Gain) on disposal of property, plant and
equipment ................................................. (300) (48) (892) (10,592)
Changes in operating assets and liabilities, net of
acquisitions and dispositions:
Decrease/(increase) in accounts receivable .................. 4,664 (15,666) (49,681) (45,050)
Decrease/(increase) in inventories .......................... 8,466 (2,736) 2,035 (9,629)
Decrease/(increase) in prepaid expenses and
other current assets ....................................... 4,468 (1,478) (645) (2,283)
(Decrease)/increase in accounts payable ..................... (35,219) (2,411) (13,982) 11,348
Increase/(decrease) in accrued employment
and benefit costs .......................................... 3,437 843 5,762 (2,316)
(Decrease)/increase in accrued interest ..................... (7,813) (9,089) 325 (39)
(Decrease) in other accrued liabilities ..................... (8,772) (9,018) (14,164) (10,543)
Other noncurrent assets .......................................... (122) (392) (343) (537)
Deferred credits and other noncurrent liabilities ................ (133) (684) (520) (1,322)
-------- -------- -------- --------
Net cash provided by operating activities .............. 35,871 8,510 37,393 15,223
-------- -------- -------- --------
Cash flows from investing activities:
Capital expenditures ............................................ (5,229) (4,793) (9,502) (9,372)
Acquisitions .................................................... -- -- -- (97,684)
Proceeds from sale of property, plant and equipment, net ........ 578 1,052 1,437 18,684
-------- -------- -------- --------
Net cash (used in) investing activities ................ (4,651) (3,741) (8,065) (88,372)
-------- -------- -------- --------
Cash flows from financing activities:
Long-term (repayments)/borrowings, net........................... (11) (9) (44,019) 96,979
Short-term (repayments)/borrowings, net.......................... (18,750) 10,000 750 7,250
Credit agreement expenses ....................................... (730) -- (730) (3,123)
Net proceeds from S-3 public offering ........................... -- -- 47,079 --
Partnership distribution ........................................ (13,493) (11,935) (26,889) (23,563)
-------- -------- -------- --------
Net cash (used in)/provided by financing activities..... (32,984) (1,944) (23,809) 77,543
-------- -------- -------- --------
Net (decrease)/increase in cash ...................................... (1,764) 2,825 5,519 4,394
Cash and cash equivalents at beginning of period ...................... 18,928 9,961 11,645 8,392
-------- -------- -------- --------
Cash and cash equivalents at end of period ............................ 17,164 12,786 17,164 12,786
======== ======== ======== ========

Supplemental disclosure of cash flow information:
Cash paid for interest ............................................ $ 18,084 $ 19,501 $ 19,922 $ 19,700
======== ======== ======== ========

The accompanying notes are an integral part of these condensed consolidated
financial statements.

SUBURBAN PROPANE PARTNERS, L.P. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF PARTNERS' CAPITAL
(in thousands)

COMMON DEFERRED
NUMBER OF UNITS GENERAL UNITS IN COMPENSATION
COMMON COMMON PARTNER TRUST TRUST
------- ------ ------- ----- ------------

Balance at September 30, 2000 ... 22,279 $ 58,474 $ 1,866 $ 11,567 $ (11,567)

Net income ....................... 88,158 1,735

Other comprehensive income:
Unrealized loss on securities ..

Comprehensive income .............

Partnership distribution ......... (26,383) (506)

Sale of Common Units under
public offering, net of expenses 2,353 47,079

Grants issued under Restricted
Unit Plan, net of forfeitures .. 1,011

Amortization of Compensation
Deferral Plan ..................

Amortization of Restricted
Unit Plan ...................... -- -- -- -- --
--------- --------- -------- --------- ---------

Balance at March 31, 2001 ........ 24,632 $ 168,339 $ 3,095 $ 11,567 $ (11,567)
========= ========= ======== ========= =========

ACCUMULATED
OTHER TOTAL
UNEARNED COMPREHENSIVE PARTNERS' COMPREHENSIVE
COMPENSATION INCOME CAPITAL INCOME
------------ ------ ------- ------

Balance at September 30, 2000 ... $ (640) $ 2,129 $ 61,829

Net income ....................... 89,893 $ 89,893

Other comprehensive income:
Unrealized loss on securities .. (1,404) (1,404) (1,404)
---------

Comprehensive income ............. $ 88,489
=========

Partnership distribution ......... (26,889)

Sale of Common Units under
public offering, net of expenses 47,079

Grants issued under Restricted
Unit Plan, net of forfeitures .. (1,011)

Amortization of Compensation
Deferral Plan .................. 118 118

Amortization of Restricted
Unit Plan ...................... 104 -- 104
---------- --------- ---------

Balance at March 31, 2001 ........ $ (1,429) $ 725 $ 170,730
========== ========= =========

The accompanying notes are an integral part of these condensed consolidated
financial statements.

SUBURBAN PROPANE PARTNERS, L.P. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 2001
(DOLLARS IN THOUSANDS)
(UNAUDITED)

1. PARTNERSHIP ORGANIZATION AND FORMATION
--------------------------------------

Suburban Propane Partners, L.P. (the "Partnership") and its subsidiary, Suburban
Propane, L.P. (the "Operating Partnership"), were formed as Delaware limited
partnerships on December 19, 1995 to acquire and operate the propane business
and assets of Suburban Propane, a division of Quantum Chemical Corporation (the
"Predecessor Company"). The Partnership completed an initial public offering of
Common Units on March 5, 1996. In addition, Suburban Sales & Service, Inc. (the
"Service Company"), a subsidiary of the Operating Partnership, was formed to
acquire and operate the service work and appliance and parts businesses of the
Predecessor Company. Also, Suburban Holdings, Inc., a subsidiary of the
Operating Partnership, was formed on January 5, 2001 to hold the stock of Gas
Connection, Inc., Suburban @ Home, Inc. and Suburban Franchising, Inc. Gas
Connection, Inc. sells and installs natural gas and propane gas grills,
fireplaces and related accessories and supplies; Suburban @ Home, Inc. operates
a heating and air conditioning business and Suburban Franchising, Inc. creates
and develops propane related franchising business opportunities. The
Partnership, the Operating Partnership, the Service Company, Suburban Holdings,
Inc. and its subsidiaries are collectively referred to hereinafter as the
"Partnership Entities".

On May 26, 1999, the Partnership completed a recapitalization (the
"Recapitalization") which included the redemption of all limited partner
interests held by the Former General Partner, Suburban Propane GP, Inc., a
wholly-owned subsidiary of Millennium Chemicals, Inc., and the substitution of a
new general partner, Suburban Energy Services Group LLC, which is owned by
senior management of the Partnership.

2. BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
--------------------------------------------------------------------

BASIS OF PRESENTATION. The condensed consolidated financial statements include
the accounts of the Partnership Entities. All significant intercompany
transactions and accounts have been eliminated. The accompanying condensed
consolidated financial statements are unaudited and have been prepared in
accordance with the rules and regulations of the Securities and Exchange
Commission. They include all adjustments which the Partnership considers
necessary for a fair statement of the results for the interim period presented.
Such adjustments consisted only of normal recurring items unless otherwise
disclosed. These financial statements should be read in conjunction with the
Partnership's Annual Report on Form 10-K for the fiscal year ended September 30,
2000, including management's discussion of financial results contained therein.
Due to the seasonal nature of the Partnership's propane business, the results of
operations for interim periods are not necessarily indicative of the results to
be expected for a full year.

FISCAL PERIOD. The Partnership's fiscal periods end on the Saturday nearest the
end of the quarter.

USE OF ESTIMATES. The preparation of financial statements in conformity with
generally accepted accounting principles requires management to make estimates
and assumptions that affect the reported amounts of assets and liabilities and
disclosure of contingent assets and liabilities at the date of the financial
statements and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates.

DERIVATIVE INSTRUMENTS. The Partnership routinely uses propane futures and
forward contracts to reduce the risk of future price fluctuations and to help
ensure supply during periods of high demand. Effective October 1, 2000, the date
of adoption of a new accounting pronouncement for derivative instruments,
management determined that the Partnership's derivative instruments do not
qualify as hedges. Accordingly, such contracts are recorded as assets or
liabilities on the balance sheet based on their fair value and any subsequent
changes in the fair values of such contracts are recorded in income. These
amounts are included in other current assets, other current liabilities and
operating expenses, respectively. See "Adoption of New Accounting Standard" for
further information.

INVENTORIES. Inventories are stated at the lower of cost or market. Cost is
determined using a weighted average method for propane and a standard cost basis
for appliances, which estimates average cost.

PROPERTY, PLANT AND EQUIPMENT. Property, plant and equipment are stated at cost.
Depreciation of property, plant and equipment is computed using the
straight-line method over the estimated service lives, which range from three to
forty years.

Accumulated depreciation at March 31, 2001 and September 30, 2000 was $205,098
and $198,549, respectively.

GOODWILL AND OTHER INTANGIBLE ASSETS. Goodwill and other intangible assets are
comprised of the following:

MARCH 31, 2001 SEPTEMBER 30, 2000
-------------- ------------------

Goodwill $296,201 $296,201
Debt origination costs 8,024 8,024
Deferred credit agreement costs 1,747 3,123
Other, principally noncompete agreements 4,739 4,940
--------- ---------
310,711 312,288
Less: Accumulated amortization 53,710 50,671
--------- ---------
$257,001 $261,617
========= =========

INCOME TAXES. As discussed in Note 1, the Partnership Entities consist of two
limited partnerships, the Partnership and the Operating Partnership, and five
corporate entities. For federal and state income tax purposes, the earnings
attributed to the Partnership and the Operating Partnership are included in the
tax returns of the individual partners. As a result, no recognition of income
tax expense has been reflected in the Partnership's consolidated financial
statements relating to the earnings of the Partnership and the Operating
Partnership. The earnings attributed to the corporate entities are subject to

federal and state income taxes. Accordingly, the Partnership's consolidated
financial statements reflect income tax expense related to the corporate
entities' earnings.

UNIT-BASED COMPENSATION. The Partnership accounts for Unit-based compensation in
accordance with Accounting Principles Board Opinion No. 25, "Accounting for
Stock Issued to Employees", and related interpretations, and makes the pro forma
information disclosures required under the provisions of SFAS No. 123,
"Accounting for Stock-Based Compensation". Upon issuance of Units under the
compensation plans, unearned compensation equivalent to the market value of the
Restricted Units granted under the restricted unit plans, or Common Units
granted under the Compensation Deferral Plan (the "Deferral Plan"), is charged
at the date of grant. The unearned compensation is amortized ratably over the
restricted periods. The unamortized unearned compensation value is shown as a
reduction of partners' capital in the accompanying consolidated balance sheets.
As a result of the May 26, 1999 Recapitalization, all unamortized compensation
related to the Restricted Units, issued under the initial Restricted Unit Plan,
was earned and expense of $11,393 was recorded. As of March 31, 2001, no Units
were outstanding under the initial Restricted Unit Plan, 42,925 Common Units
were outstanding under the Deferral Plan and 48,960 Restricted Units were
outstanding under the 2000 Restricted Unit Plan. See Notes 6 and 7 for further
information.

NET INCOME (LOSS) PER UNIT. Basic net income (loss) per limited partner Unit is
computed by dividing net income (loss), after deducting the General Partner's
approximate 2% interest, by the weighted average number of outstanding Common
Units. Diluted net income (loss) per limited partner Unit is computed by
dividing net income (loss), after deducting the General Partner's approximate 2%
interest, by the weighted average number of outstanding Common Units, time
vested Restricted Units granted under the Restricted Unit Award Plans and time
vested Common Units granted under the Compensation Deferral Plan.

ADOPTION OF NEW ACCOUNTING STANDARD. In June 1998, FASB issued SFAS No. 133,
"Accounting for Derivative Instruments and Hedging Activities" ("Statement No.
133"). Statement No. 133, as amended by Statement No. 137 and Statement No. 138,
requires entities to record derivatives as assets or liabilities on the balance
sheet based on their fair value and any subsequent changes in the fair values of
contracts must be recorded in income, unless the contracts qualify as hedges.
Contracts qualifying for hedge accounting would have changes in fair values
reported as a component of comprehensive income (equity). The Partnership
adopted Statement No. 133, as amended, effective with the first fiscal quarter
of 2001. Based on the criteria set forth in Statement No. 133, as amended,
management determined that the Partnership's derivative contracts do not qualify
for hedge accounting and its derivatives are marked-to-market through income.
The fair market value of the Partnership's derivative portfolio on the date of
adoption did not reflect any unrealized net gain or loss and, accordingly, no
cumulative effect of this change in accounting is reflected in the accompanying
financial statements. For the six months ended March 31, 2001, the Partnership
recorded income of $1,800, representing the net change in the fair values of the
Partnership's derivatives during that period.

RECLASSIFICATIONS. Certain prior period balances have been reclassified to
conform with the current period presentation.

3. DISTRIBUTIONS OF AVAILABLE CASH
-------------------------------

The Partnership makes distributions to its partners 45 days after the end of
each fiscal quarter in an aggregate amount equal to its Available Cash for such
quarter. Available Cash generally means all cash on hand at the end of the
fiscal quarter less the amount of cash reserves established by the Board of
Supervisors in its reasonable discretion for future cash requirements. The
agreement the Partnership made in connection with its Recapitalization to
maintain certain levels of committed availability under its Credit Agreement to
support the Minimum Quarterly Distribution expired on March 31, 2001.

4. COMMITMENTS AND CONTINGENCIES
-----------------------------

The Partnership leases certain property, plant and equipment for various periods
under noncancelable leases. Rental expense under operating leases was $11,988
for the six months ended March 31, 2001.

The Partnership effectively is self-insured for general and product, workers'
compensation and automobile liabilities up to predetermined amounts above which
third party insurance applies. At March 31, 2001, accrued insurance liabilities
amounted to $25,821, representing the total estimated losses under these
self-insurance programs. These liabilities represent the gross estimated losses
as no claims or lawsuits, individually or in the aggregate, were estimated to
exceed the Partnership's deductibles on its insurance policies.

The Partnership is also involved in various legal actions that have arisen in
the normal course of business including those relating to commercial
transactions and product liability. It is the opinion of management that the
ultimate resolution of these matters will not have a material adverse effect on
the Partnership's financial position or future results of operations, after
considering its self-insured liability for known and unasserted claims.

5. LONG-TERM DEBT AND REVOLVING CREDIT AGREEMENT
---------------------------------------------

On March 5, 1996, the Operating Partnership issued $425,000 of Senior Notes with
an annual interest rate of 7.54%. The Operating Partnership's obligations under
the Senior Note Agreement are unsecured and rank on an equal and ratable basis
with the Operating Partnership's obligations under the Revolving Credit
Agreement discussed below. The Senior Notes will mature June 30, 2011. The Note
Agreement requires that the principal be paid in equal annual installments of
$42,500 starting June 30, 2002.

At March 31, 2001, the Revolving Credit Agreement, as amended on January 29,
2001, consists of a $50,000 acquisition facility and a $75,000 working capital
facility. Borrowings under the Revolving Credit Agreement, which expires on May
31, 2003, bear interest at a rate based upon either LIBOR plus a margin, First
Union National Bank's prime rate or the Federal Funds rate plus 1/2 of 1%. An
annual fee ranging from .375% to .50%, based upon certain financial tests, is
payable quarterly whether or not borrowings occur. As of March 31, 2001, the fee
was .50%.

As of March 31, 2001, $46,000 was outstanding under the acquisition facility
resulting from the acquisition of SCANA and $7,250 was outstanding under the
working capital facility. As of September 30, 2000, $90,000 was outstanding

under the acquisition facility and $6,500 was outstanding under the working
capital facility.

The Senior Note Agreement and Revolving Credit Agreement contain various
restrictive and affirmative covenants applicable to the Operating Partnership,
including (i) maintenance of certain financial tests, (ii) restrictions on the
incurrence of additional indebtedness, and (iii) restrictions on certain liens,
investments, guarantees, loans, advances, payments, mergers, consolidations,
distributions, sales of assets and other transactions.

6. COMPENSATION DEFERRAL PLAN
--------------------------

Effective May 26, 1999, in connection with the Partnership's Recapitalization,
the Partnership adopted the Deferral Plan which provided for eligible employees
of the Partnership to surrender their right to receive all or a portion of their
unvested Common Units granted under the Partnership's 1996 Restricted Unit Award
Plan prior to the time their Common Units were substantially certain to vest in
exchange for the right to participate in and receive certain payments under the
Deferral Plan. Senior management of the Partnership surrendered 553,896
Restricted Units representing substantially all of their Restricted Units,
before they vested in exchange for the right to participate in the Deferral
Plan. The Partnership deposited into a trust on behalf of these individuals
553,896 Common Units.

The Deferral Plan also allows eligible employees to defer receipt of Common
Units that may be subsequently granted by the Partnership under the Deferral
Plan. The Common Units granted under the Deferral Plan and related Partnership
distributions are subject to forfeiture provisions such that (a) 100% of the
Common Units would be forfeited if the grantee ceases to be employed by the
Partnership within three years of the date of the Recapitalization, (b) 75%
would be forfeited if the grantee ceases to be employed after the third
anniversary, but prior to the fourth anniversary of the Recapitalization date
and (c) 50% would be forfeited if the grantee ceases to be employed after the
fourth anniversary, but prior to the fifth anniversary. Upon issuance of Common
Units under the Deferral Plan, unearned compensation equivalent to the market
value of the Common Units is charged at the date of grant. The unearned
compensation is amortized in accordance with the Deferral Plan's forfeiture
provisions. The unamortized unearned compensation value is shown as a reduction
of partners' capital in the accompanying consolidated balance sheets. During the
six months ended March 31, 2001, the Partnership amortized $118 of unearned
compensation.

Following is a summary of activity in the Deferral Plan:

UNITS VALUE PER UNIT
----- --------------
OUTSTANDING, SEPTEMBER 30, 2000 AND
MARCH 31, 2001 42,925 $19.91
====== ======

Pursuant to the Deferral Plan, participants have deferred receipt of these
Common Units and related distributions by the Partnership by depositing the
Units into a trust. The value of the Common Units deposited in the trust and the
related deferred compensation trust liability are reflected in the accompanying
consolidated balance sheet at March 31, 2001 as components of partners' capital.

7. 2000 RESTRICTED UNIT PLAN
-------------------------

In November 2000, the Partnership adopted the Suburban Propane Partners, L.P.
2000 Restricted Unit Plan (the "2000 Restricted Unit Plan") which authorizes the
issuance of Common Units with an aggregate value of $10,000 (487,804 Common
Units valued at the initial public offering price of $20.50 per Unit) to
executives, managers and other employees of the Partnership. Restricted Units
issued under the 2000 Restricted Unit Plan vest over time with 25% of such units
vesting at the end of each of the third and fourth anniversaries of the issuance
date and the remaining 50% of such units vesting at the end of the fifth
anniversary of the issuance date. 2000 Restricted Unit Plan participants are not
eligible to receive quarterly distributions or vote their respective Restricted
Units until vested. Restrictions also limit the sale or transfer of the Units
during the restricted periods. The value of the Restricted Unit is established
by the market price of the Common Unit at the date of grant. Restricted Units
are subject to forfeiture in certain circumstances as defined in the 2000
Restricted Unit Plan. During the six months ended March 31, 2001, the
Partnership amortized $104 of unearned compensation.

Following is a summary of activity in the 2000 Restricted Unit Plan:

UNITS VALUE PER UNIT
----- --------------

OUTSTANDING, SEPTEMBER 30, 2000 - $ -

Awarded 78,228 $20.66
------- -------
OUTSTANDING, DECEMBER 30, 2000 78,228 $20.66
------- -------

Forfeited (29,268) $20.66
------- -------

OUTSTANDING, MARCH 31, 2001 48,960 $20.66
======= =======

8. PUBLIC OFFERING
---------------

In the first quarter of fiscal 2001, the Partnership sold 2,352,700 Common Units
in a public offering at a price of $21.125 per Unit realizing proceeds of
$47,100, net of underwriting commissions and any other offering expenses all of
which was applied to reduce outstanding borrowings under the Partnership's
Revolving Credit Agreement. This transaction increased the total number of
Common Units outstanding to 24,631,287.

9. SUBSEQUENT EVENTS
-----------------

On April 26, 2001, the Partnership announced a quarterly distribution of $.55
per Common Unit for the second quarter of fiscal 2001 consisting of the Minimum
Quarterly Distribution of $.50 per Common Unit and an additional distribution of
$.05 per Common Unit payable on May 15, 2001 to holders of record on May 7,
2001.

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
CONDITION AND RESULTS OF OPERATIONS

THREE MONTHS ENDED MARCH 31, 2001
- ---------------------------------
COMPARED TO THREE MONTHS ENDED MARCH 25, 2000
- ---------------------------------------------

REVENUES

Revenues increased 21.2% or $61.7 million to $352.6 million for the three months
ended March 31, 2001 compared to $290.9 million for the three months ended March
25, 2000. The overall increase is primarily attributable to higher propane costs
resulting in higher sales prices to customers. Propane sold to retail customers
decreased 3.5% or 6.8 million gallons to 185.1 million gallons, compared to
191.9 million gallons in the prior period's quarter. The Partnership believes
that the decrease in retail gallons was principally due to customer conservation
efforts resulting from the higher cost of propane during the current quarter as
compared to the prior period's quarter. Sales prices averaged approximately 35%
higher during the three months ended March 31, 2001 as compared to the prior
period's quarter. Temperatures nationwide were 1% warmer than normal during the
three month period as compared to 14% warmer than normal in the prior year
period. Wholesale gallons sold and gallons sold related to price risk management
activities decreased 42.4% or 35.0 million gallons to 47.5 million gallons,
principally resulting from decreased market opportunities attributable to the
high propane cost and limited supply environment, as compared to the prior
period's quarter.

OPERATING EXPENSES

Operating expenses increased 8.9% or $5.3 million to $64.7 million for the three
months ended March 31, 2001 compared to $59.4 million for the three months ended
March 25, 2000. The increase in operating expenses is principally attributable
to increased payroll and benefit costs, including increased incentive
compensation accruals in line with higher earnings, higher insurance costs and,
to a lesser extent, higher vehicle fuel costs.

GENERAL AND ADMINISTRATIVE EXPENSES

General and administrative expenses increased 32.4% or $2.3 million to $9.2
million for the three months ended March 31, 2001 compared to $7.0 million for
the three months ended March 25, 2000. The increase is primarily attributable to
increased payroll and benefit costs, including higher incentive compensation
accruals in line with higher earnings and certain one-time corporate level
expenses.

INCOME BEFORE INTEREST EXPENSE AND INCOME TAXES AND EBITDA

Income before interest expense and income taxes increased $17.9 million to $67.5
million in the three months ended March 31, 2001 compared to $49.6 million in
the prior year's second quarter. EBITDA increased $18.1 million or 30.3% to
$77.6 million. The increases in income before interest expense and income taxes
and in EBITDA are primarily due to higher gross profit of $25.6 million

attributable to higher per gallon margins offset in part by higher operating,
general and administrative expenses.

EBITDA 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) and is not in accordance with
or superior to generally accepted accounting principles but provides additional
information for evaluating the Partnership's ability to distribute the Minimum
Quarterly Distribution. Because EBITDA excludes some, but not all, items that
affect net income and this measure may vary among companies, the EBITDA data
presented above may not be comparable to similarly titled measures of other
companies.

INTEREST EXPENSE

Net interest expense amounted to $10.3 million for the three months ended March
31, 2001 which is comparable to $10.2 million in the prior period's quarter.

SIX MONTHS ENDED MARCH 31, 2001
- -------------------------------
COMPARED TO SIX MONTHS ENDED MARCH 25, 2000
- -------------------------------------------

REVENUES

Revenues increased 31.6% or $155.3 million to $646.7 million for the six months
ended March 31, 2001 compared to $491.3 million for the six months ended March
25, 2000. The overall increase is primarily attributable to higher propane costs
resulting in higher sales prices to customers. Propane sold to retail customers
increased 5.0% or 16.6 million gallons to 349.0 million gallons compared to
332.4 million gallons in the prior period. The increase in gallons is
principally due to colder temperatures, which nationwide were 5% colder than
normal during the six month period as compared to 12% warmer than normal in the
prior year period. The effect of colder temperatures was partially offset by
customer conservation efforts resulting from the high cost of propane during the
current six month period. Wholesale gallons sold and gallons sold related to
price risk management activities decreased 14.8% or 20.7 million gallons to
118.8 million gallons, principally resulting from the high propane cost and
limited supply environment during the current six month period as compared to
the prior year period.

OPERATING EXPENSES

Operating expenses increased 12.5% or $14.4 million to $129.0 million for the
six months ended March 31, 2001 compared to $114.7 million for the six months
ended March 25, 2000. The increase in operating expenses is principally
attributable to increased payroll and benefit costs, including increased
incentive compensation accruals in line with higher earnings, higher provisions
for bad debts resulting from the increases in selling prices, higher insurance
and increased vehicle fuel costs.

GENERAL AND ADMINISTRATIVE EXPENSES

General and administrative expenses increased 28.1% or $3.8 million to $17.4
million for the six months ended March 31, 2001 compared to $13.6 million for
the six months ended March 25, 2000. The increase is primarily attributable to
higher payroll and benefit costs, including incentive compensation accruals in
line with higher earnings, increased costs for professional services and higher
equipment leasing costs.

INCOME BEFORE INTEREST EXPENSE AND INCOME TAXES AND EBITDA

Results for the six month period ended March 25, 2000 include a $10.3 million
gain from the sale of assets. Excluding this one-time item, income before
interest expense and income taxes increased $33.6 million to $110.3 million in
the six months ended March 31, 2001 compared to $76.7 million in the prior
year's comparable period. EBITDA, excluding the one-time item, increased $34.3
million or 35.9% to $129.9 million. The increases in income before interest
expense and income taxes and in EBITDA are primarily attributable to higher
gross profit of $52.5 million reflecting higher retail volumes and margins,
partially offset by increased operating, general and administrative expenses.

INTEREST EXPENSE

Net interest expense increased $.6 million to $20.3 million in the six months
ended March 31, 2001 compared with $19.6 million in the prior period. The
increase is primarily attributable to higher short-term borrowings to fund
increased working capital requirements due to the increased cost of propane.

LIQUIDITY AND CAPITAL RESOURCES

Due to the seasonal nature of the propane business, cash flows from operating
activities are greater during the winter and spring seasons as customers pay for
propane purchased during the heating season. For the six months ended March 31,
2001, net cash provided by operating activities was $37.4 million compared to
cash provided by operating activities of $15.2 million in the six months ended
March 25, 2000. The increase of $22.2 million was primarily due to higher net
income, excluding the gain on sale of assets in the prior year period, offset in
part by higher working capital requirements of $11.9 million due to the
increased cost of propane.

Net cash used in investing activities was $8.1 million during the six months
ended March 31, 2001 consisting of capital expenditures of $9.5 million
(including $1.4 million for maintenance expenditures and $8.1 million to support

the growth of operations), offset by proceeds from the sales of property, plant
and equipment of $1.4 million. Net cash used in investing activities was $88.4
million during the six months ended March 25, 2000 consisting of acquisition
payments of $97.7 million reflecting the SCANA acquisition and capital
expenditures of $9.4 million (including $3.6 million for maintenance
expenditures and $5.8 million to support the growth of operations), offset by
proceeds from the sale of property, plant and equipment of $18.7 million,
including 23 customer service centers.

Net cash used in financing activities for the six months ended March 31, 2001
was $23.8 million, reflecting $47.1 million in net proceeds received from the
sale of Common Units in a public offering, offset by $43.3 million of net
repayments of amounts outstanding under the Partnership's Revolving Credit
Agreement utilizing the proceeds of the public offering, $.7 million in costs
incurred to amend the Revolving Credit Agreement and $26.9 million in
Partnership distributions. Net cash provided by financing activities for the six
months ended March 25, 2000 was $77.5 million, principally reflecting borrowings
to fund the SCANA acquisition and working capital borrowings partially offset by
the Partnership's distribution.

Effective January 29, 2001, the Partnership amended its Revolving Credit
Agreement. Pursuant to the amendment, the acquisition facility has been reduced
from $100.0 million to $50.0 million, the working capital facility has been
retained at $75.0 million and both facilities have been extended until May 31,
2003. The minimum net worth covenant has been eliminated and the maximum
leverage ratio has been reduced to 5.00 to 1 for quarters after March 31, 2001.
Borrowings bear interest at a rate based upon either LIBOR plus a maximum margin
of 2% or the agent bank's base rate plus a margin of 1% (in each case such
margin to reduce according to improvements in the leverage ratio.) An annual fee
of .50% (also subject to reduction according to improvements in the leverage
ratio) is payable quarterly whether or not borrowings are made.

The Partnership has announced that it will make a distribution of $.55 per Unit
to its Common Unitholders on May 15, 2001 for the second fiscal quarter of 2001,
consisting of the Minimum Quarterly Distribution of $.50 per Common Unit and an
additional distribution of $.05 per Common Unit.

The ability of the Partnership to satisfy its future obligations will depend on
its future performance, which will be subject to prevailing economic, financial,
business and weather conditions and other factors, many of which are beyond its
control. Based on its current cash position, available Credit Facilities and
expected cash flow from operating activities, the Partnership expects to have
sufficient funds to meet its obligations and working capital needs, and pay
distributions at the current level, during fiscal 2001.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

As of March 31, 2001, the Partnership was party to propane forward and option
contracts with various third parties and futures traded on the New York
Mercantile Exchange ("NYMEX"). Forward and future contracts provide that the
Partnership sell or acquire propane at a fixed price at fixed future dates. An
option contract allows, but does not require its holder to buy or sell propane
at a specified price during a specified time period; the writer of an option
contract must fulfill the obligation of the option contract, should the holder
choose to exercise the option. At expiration, the contracts are settled by the

delivery of propane to the respective party or are settled by the payment of a
net amount equal to the difference between the then current price of propane and
the fixed contract price. The contracts are entered into in anticipation of
market movements and to manage and hedge exposure to fluctuating propane prices.

Market risks associated with the trading of futures and forward contracts are
monitored daily for compliance with the Partnership's trading policy which
includes volume limits for open positions. Open inventory positions are reviewed
and managed daily as to exposures to changing market prices.

MARKET RISK

The Partnership is subject to commodity price risk to the extent that propane
market prices deviate from fixed contract settlement amounts. Futures contracts
traded with brokers of the NYMEX require daily cash settlements in margin
accounts. Forward and option contracts are generally settled at the expiration
of the contract term.

CREDIT RISK

Futures contracts are guaranteed by the NYMEX and as a result have minimal
credit risk. The Partnership is subject to credit risk with forward and option
contracts to the extent the counterparties do not perform. The Partnership
evaluates the financial condition of each counterparty with which it conducts
business and establishes credit limits to reduce exposure to credit risk of
non-performance.

SENSITIVITY ANALYSIS

In an effort to estimate the exposure of unfavorable market price movements, a
sensitivity analysis of open positions as of March 31, 2001 was performed. Based
on this analysis, a hypothetical 10% adverse change in market prices for each of
the future months for which an option, future and/or forward contract exists
indicates a potential loss in future earnings of $1.1 million as of March 31,
2001. See also Item 7A of the Partnership's Annual Report on Form 10-K for the
fiscal year ended September 30, 2000.

The above hypothetical change does not reflect the worst case scenario. Actual
results may be significantly different depending on market conditions and the
composition of the open position portfolio.

SUBURBAN PROPANE PARTNERS, L.P. AND SUBSIDIARIES

PART II

ITEM 6. EXHIBITS AND REPORTS ON FORM 8-K

(a) Exhibits
None.

(b) Reports on Form 8-K
None.

SIGNATURES

PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1934, THE REGISTRANT HAS
CAUSED THIS REPORT TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED THEREUNTO DULY
AUTHORIZED:

SUBURBAN PROPANE PARTNERS, L.P.

DATE: MAY 11, 2001 BY /S/ ROBERT M. PLANTE
--------------------------------------
ROBERT M. PLANTE
VICE PRESIDENT, FINANCE AND TREASURER

BY /S/ EDWARD J. GRABOWIECKI
--------------------------------------
EDWARD J. GRABOWIECKI
VICE PRESIDENT AND CONTROLLER AND
CHIEF ACCOUNTING OFFICER