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) May 6, 2005 STAR GAS PARTNERS, L.P. (Exact name of registrant as specified in its charter) Delaware 33-98490 06-1437793 (State or other jurisdiction (Commission (IRS Employer of incorporation) File Number) Identification No.) 2187 Atlantic Street, Stamford, CT 06902 (Address of principal executive offices) (Zip Code) Registrant's telephone number, including area code (203) 328-7300 -------------- Not Applicable ------------------------------------------------------------------ (Former name or former address, if changed since last report.) ITEM 2.02. RESULTS OF OPERATIONS AND FINANCIAL CONDITION On May 6, 2005, Star Gas Partners, L.P., a Delaware partnership (the "Partnership"), issued a press release announcing its financial results for its fiscal second quarter ending March 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 May 6, 2005. 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: May 6, 2005