SUBURBAN

We are a nationwide marketer and distributor of a diverse array of products to meet the energy needs of our customers. We specialize in propane, fuel oil and other refined fuels, as well as the marketing of natural gas and electricity in deregulated markets. To complement our core marketing and distribution operations, we install and service a variety of home comfort equipment, particularly in the areas of heating, ventilation and air conditioning. We believe, based on LP/Gas Magazine dated February 2005, that we are the third largest retail marketer of propane in the United States, measured by the retail gallons we sold in our fiscal year ended September 25, 2004. As of September 24, 2005, we were serving the energy needs of more than 1,000,000 active residential, commercial, industrial and agricultural customers through approximately 370 customer service centers in 30 states located primarily in the east and west coast regions of the United States. We sold approximately 516.0 million gallons of propane to retail customers and 244.5 million gallons of fuel oil and other refined fuels during the fiscal year ended September 24, 2005. Together with our predecessor companies, we have been continuously engaged in the retail propane business since 1928.

The business strategy of Suburban is to deliver increasing value to the holders of our Common Units (the ‘‘Unitholders’’) through initiatives, both internal and external, that are directed at achieving sustainable profitable growth and increased quarterly distributions. Our business and initiatives are subject to various risks and uncertainties. Please refer to ‘‘Risk Factors’’ beginning on page 37 of this Proxy Statement, as well as those contained in our Quarterly Report on Form 10-Q for the quarter ended June 24, 2006.

We are a publicly traded Delaware limited partnership. Our Common Units (the ‘‘Common Units’’) have been listed on the New York Stock Exchange (the ‘‘NYSE’’) since March 1996. We conduct our business principally through Suburban Propane, L.P. (the ‘‘Operating Partnership’’) and its direct and indirect subsidiaries. The Operating Partnership also is a Delaware limited partnership. We own all of the limited partner interests in the Operating Partnership.

Our general partner, Suburban Energy Services Group LLC (the ‘‘General Partner’’), is a Delaware limited liability company owned, directly and through Suburban Energy Membership LLC (‘‘LLC 2’’), another Delaware limited liability company, by 40 current and former members of the management of Suburban. In this Proxy Statement, we refer to these individuals as the General Partner Members and we refer to holders of Common Units who are not General Partner Members as the Unaffiliated Unitholders. The General Partner owns an approximate 0.74% general partner interest in Suburban (the ‘‘MLP GP Interest’’), all the Incentive Distribution Rights in Suburban (described in more detail in ‘‘PROPOSAL NO. 2 – THE EXCHANGE – Description of the Common Units’’ on page 59) and a 1.0101% general partner interest in the Operating Partnership (the ‘‘OLP GP Interest,’’ and together with the MLP GP Interest, the ’’GP Interests’’). The General Partner does not currently own any Common Units. The General Partner has the right to appoint two members of our Board of Supervisors, whom we refer to as the Appointed Supervisors (currently Mark A. Alexander, our Chief Executive Officer, and Michael J. Dunn, Jr., our President).

Our headquarters are located at One Suburban Plaza, 240 Route 10 West, P.O. Box 206, Whippany, NJ 07981-0206 and our telephone number is (973) 887-5300.

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FORWARD-LOOKING STATEMENTS

This Proxy Statement contains forward-looking statements (‘‘Forward-Looking Statements’’) as defined in the Private Securities Litigation Reform Act of 1995 and Section 27A of the Securities Act of 1933, as amended, relating to future business expectations and predictions and financial condition and results of operations of Suburban. Some of these statements can be identified by the use of forward-looking terminology such as ‘‘prospects,’’ ‘‘outlook,’’ ‘‘believes,’’ ‘‘estimates,’’ ‘‘intends,’’ ‘‘may,’’ ‘‘will,’’ ‘‘should,’’ ‘‘anticipates,’’ ‘‘expects’’ or ‘‘plans’’ or the negative or other variation of these or similar words, or by discussion of trends and conditions, strategies or risks and uncertainties. These Forward-Looking Statements are subject to certain risks and uncertainties that could cause actual results to differ materially from those discussed or implied in such Forward-Looking Statements (statements contained in this Proxy Statement identifying such risks and uncertainties are referred to as ‘‘Cautionary Statements’’). The risks and uncertainties and their impact on Suburban’s results include, but are not limited to, the following:

	•	The impact of weather conditions on the demand for propane, fuel oil and other refined fuels, natural gas and electricity;

	•	Fluctuations in the unit cost of propane, fuel oil and other refined fuels and natural gas, and the impact of price increases on customer conservation;

	•	The ability of Suburban to compete with other suppliers of propane, fuel oil and other energy sources;

	•	The impact on the price and supply of propane, fuel oil and other refined fuels from the political, military or economic instability of the oil producing nations, war in the Middle East, global terrorism and other general economic conditions;

	•	The ability of Suburban to acquire and maintain reliable transportation for its propane, fuel oil and other refined fuels;

	•	The ability of Suburban to retain customers;

	•	The impact of energy efficiency and technology advances on the demand for propane and fuel oil;

	•	The ability of management to continue to control expenses, including the results of our recent field realignment initiative;

	•	The impact of changes in applicable statutes and government regulations, or their interpretations, including those relating to the environment and global warming and other regulatory developments, on Suburban’s business;

	•	The impact of legal proceedings on Suburban’s business;

	•	The impact of operating hazards that could adversely affect our operating results to the extent not covered by insurance; and

	•	Suburban’s ability to integrate acquired businesses successfully.

Some of these Forward-Looking Statements are discussed in more detail in ‘‘Risk Factors’’ beginning on page 37 of this Proxy Statement. On different occasions, Suburban or its representatives have made or may make Forward-Looking Statements in other filings with the Securities and Exchange Commission (the ‘‘SEC’’), press releases or oral statements made by or with the approval of one of Suburban’s authorized executive officers. Readers are cautioned not to place undue reliance on Forward-Looking Statements, which reflect management’s view only as of the date made. Suburban undertakes no obligation to update any Forward-Looking Statement or Cautionary Statement. All subsequent written and oral Forward-Looking Statements attributable to Suburban or persons acting on its behalf are expressly qualified in their entirety by the Cautionary Statements in this Proxy Statement and in future SEC reports.

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SUMMARY OF THE EXCHANGE AND AMENDMENT PROPOSALS
(PROPOSAL NOS. 2-5)

This summary highlights certain information from this Proxy Statement and may not contain all the information that is important to you. Accordingly, we encourage you to carefully read this entire document, including the Appendices, and the documents that are incorporated by reference. You may obtain a copy of the documents that we have incorporated by reference without charge by following the instructions in the section entitled, ‘‘Additional Information for Unitholders’’ beginning on page 74 of this Proxy Statement. We have included page references in this summary to direct you to more complete descriptions of the topics presented in this summary.

The Exchange (see page 41)

On July 27, 2006, Suburban, the Operating Partnership and the General Partner entered into the Exchange Agreement, which is the legal document governing the proposed Exchange. Under the terms of the Exchange Agreement, Suburban will issue 2,300,000 Common Units to the General Partner in exchange for cancellation of all outstanding Incentive Distribution Rights, the entire economic interest included in the MLP GP Interest and the entire economic interest included in the OLP GP Interest (the ‘‘Exchange’’). Upon completion of the Exchange and the Distribution referred to below:

	•	The number of outstanding Common Units will be increased to 32,614,262.

	•	No Incentive Distribution Rights will be outstanding and no provisions for future Incentive Distribution Rights will be contained in the Restated Partnership Agreement. The Unitholders (including the General Partner Members) will hold 100% of the limited partner interests in Suburban.

	•	The General Partner will continue to be the general partner of both Suburban and the Operating Partnership, but its general partner interests will have no economic value (by which we mean that such general partner interests will not entitle the holder thereof to any cash distributions of either partnership, or to any cash payment upon the liquidation of either partnership, or any other economic rights in either partnership).

	•	Suburban will continue to own all of the limited partner interests in the Operating Partnership, but 0.1% thereof will be held through a newly-organized limited liability company, wholly-owned (directly and indirectly) by Suburban (‘‘New LLC’’), rather than directly by Suburban.

On July 27, 2006, Suburban, the Operating Partnership, the General Partner, LLC 2 and certain General Partner Members entered into a Distribution, Release and Lockup Agreement (the ‘‘Distribution Agreement’’) in connection with the proposed Exchange. Under the terms of the Distribution Agreement, the General Partner will distribute to the General Partner Members all of the 2,300,000 Common Units it receives in the Exchange, other than 784 Common Units that the General Partner will retain (the ‘‘Distribution’’). The General Partner Members have agreed to certain restrictions on the transfer of the Common Units they receive. See ‘‘Interests of Certain Persons in the Exchange’’ below.

Please refer to ‘‘Current Ownership and Ownership Following the Exchange’’ below.

The Exchange Agreement is attached to this Proxy Statement as Appendix A. Please read the Exchange Agreement in its entirety. For summaries of the Exchange Agreement and the Distribution Agreement, please see the section entitled ‘‘PROPOSAL NO. 2 – THE EXCHANGE PROPOSAL – The Exchange Agreement’’ and ‘‘– The Distribution Agreement’’ beginning on page 43 of this Proxy Statement.

Recommendation of our Board of Supervisors and Reasons for the Exchange and Amendment Proposals (see pages 49, 64, 65 and 66)

Upon the unanimous recommendation of our Audit Committee, the Board of Supervisors has unanimously approved the Exchange Proposal and the Amendment Proposals and recommends a vote

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FOR each of these proposals at the 2006 Tri-Annual Meeting of Unitholders or any adjournment or postponement thereof (the ‘‘Meeting’’). It is important to note that neither the Exchange Proposal nor the Exchange-Related Amendment Proposal (Proposal No. 3) will be effective unless BOTH proposals are approved by the Unitholders. The approval of Proposal Nos. 4 and 5 is NOT required for the effectiveness of Proposal Nos. 2 and 3. Our Board of Supervisors believes that the Exchange Proposal and the Amendment Proposals are in the best interests of Suburban and our Unitholders.

Our Board of Supervisors is recommending the Exchange and the Exchange-Related Amendments because:

	•	The Exchange will simplify our capital structure and lower our future cost of equity capital for the benefit of our Unitholders and in support of our long-term growth strategies. When we say that the Exchange will lower our future cost of equity capital, we mean that, because of the elimination of the Incentive Distribution Rights, the total amount of incremental distributable cash that Suburban would need to generate to pay the current quarterly distribution on additional Common Units would decrease.

	•	The dilutive effect of our General Partner’s disproportionate 15% share of future distribution growth resulting from its Incentive Distribution Rights will be eliminated in exchange for approximately 7% of the total Common Units to be outstanding.

	•	Our Unitholders will receive the benefit of 100% of all future distribution growth opportunities.

	•	The interests in Suburban of our senior management (many of whom are General Partner Members) will be entirely in the form of Common Units, further aligning the interests of management with those of our Unitholders.

	•	Our Unitholders will have the right to elect all our Supervisors and we will have the ability to expand the Board.

For a discussion of the factors considered by the Board of Supervisors in making its decision to approve the Exchange and the Exchange-Related Amendments and recommend their adoption to the Unitholders, see ‘‘PROPOSAL NO. 2 – THE EXCHANGE – Reasons for the Exchange and the Exchange-Related Amendments’’ beginning on page 49 of this Proxy Statement.

Opinion of the Audit Committee’s Financial Advisor (see page 51)

Goldman, Sachs & Co. (‘‘Goldman Sachs’’) delivered its opinion to the Audit Committee of the Board of Supervisors of Suburban that, as of July 27, 2006 and based upon and subject to the factors and assumptions set forth therein, the consideration consisting of 2,300,000 Common Units to be issued by Suburban to the General Partner pursuant to the Exchange Agreement is fair from a financial point of view to the Unaffiliated Unitholders.

The full text of the written opinion of Goldman Sachs, dated July 27, 2006, which sets forth assumptions made, procedures followed, matters considered and limitations on the review undertaken in connection with the opinion, is attached to this Proxy Statement as Appendix C. Goldman Sachs provided its opinion for the information and assistance of the Audit Committee in connection with its consideration of the transactions contemplated by the Exchange Agreement. The Goldman Sachs opinion is not a recommendation as to how any Unitholder should vote with respect to the transactions contemplated by the Exchange Agreement. Pursuant to an engagement letter between the Audit Committee of the Board of Supervisors of Suburban and Goldman Sachs, Suburban has agreed to pay Goldman Sachs a transaction fee of $2,000,000, all of which is payable upon consummation of the transactions contemplated by the Exchange Agreement.

Interests of Certain Persons in the Exchange (see page 56)

In considering the recommendation of our Board of Supervisors to approve the Exchange and Amendment Proposals, you should be aware that our Appointed Supervisors and some of our executive

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officers and other officers and key employees have interests in the Exchange that are different from, or in addition to, those of Unitholders generally, including the following:

	•	The General Partner is owned, directly and indirectly, by 40 current and former members of the management of Suburban. Among the General Partner Members are Messrs. Alexander and Dunn (the Appointed Supervisors), as well as other executive officers of Suburban.

	•	Following closing of the Exchange, Suburban will file a registration statement with respect to resale of the 2,300,000 Common Units issued to the General Partner. Upon effectiveness of the registration statement, these Common Units will be distributed to the General Partner Members based upon their direct and indirect interests in the General Partner. The Appointed Supervisors and other named executive officers of Suburban will receive the following numbers of Common Units: Mark A. Alexander – 1,026,010 (including 784 Common Units to be retained by the General Partner), Michael J. Dunn, Jr. – 168,216, Robert M. Plante – 82,038 and Jeffrey S. Jolly – 92,641.

	•	Each of the General Partner Members has agreed to restrictions on the transfer of the Common Units he or she receives. Each of Messrs. Alexander and Dunn has agreed not to transfer any of the Common Units received by him in the Distribution for a period of two years following the consummation of the Exchange, and each of the other General Partner Members has agreed not to transfer any of the Common Units received by him or her in the Distribution for a period of 90 days following the consummation of the Exchange, subject to certain exceptions.

Material U.S. Federal Income Tax Consequences of the Exchange (see page 57)

Existing Unitholders should generally not recognize any gain or loss for federal income tax purposes upon the effectiveness of the Exchange. However, Suburban estimates that if the Exchange becomes effective, it will result in an increase in the amount of net income (or a decrease in the amount of net loss) allocable to our current Unitholders. Suburban estimates that existing Unitholders will be allocated, on a cumulative basis, up to $0.37 more net income (or less net loss) per Common Unit during the period from the date the Exchange becomes effective through December 31, 2008 as a result of the effectiveness of the Exchange. After 2008, Suburban estimates that existing Unitholders will be allocated less net income (or more net loss) than they would have been allocated in the absence of the Exchange.

For more information concerning the U.S. federal income tax consequences of the Exchange, see ‘‘PROPOSAL NO. 2 – THE EXCHANGE – Material U.S. Federal Income Tax Consequences of the Exchange’’ beginning on page 57 of this Proxy Statement.

Tax matters are very complicated and the consequences of the Exchange to any particular Unitholder will depend on that Unitholder’s particular facts and circumstances. Unitholders are strongly urged to consult their own tax advisors to determine their own tax consequences from the Exchange.

Conditions and Termination Provisions (see page 44)

The obligations of each of Suburban and the General Partner, respectively, to complete the Exchange are subject to:

	•	the approval of the Exchange (Proposal No. 2) and the Exchange-Related Amendment Proposal (Proposal No. 3) by (1) the holders of a majority of the outstanding Common Units and (2) the holders of a majority of the outstanding Common Units other than the Common Units held by the General Partner Members;

	•	amendment of the partnership or operating agreements of each of Suburban, the Operating Partnership and the General Partner; and

	•	approval by the NYSE of a supplemental listing application for the Common Units to be issued to the General Partner pursuant to the Exchange.

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The obligations of Suburban and the Operating Partnership to complete the Exchange are subject to:

	•	the accuracy of the General Partner’s representations and warranties as of the closing and delivery of an officer’s certificate relating thereto; and

	•	the absence of a material adverse effect on the business, assets, condition (financial or otherwise) or prospects of Suburban and its subsidiaries, taken as a whole, since July 27, 2006.

The obligations of the General Partner to complete the Exchange are subject to the accuracy of Suburban’s and the Operating Partnership’s representations and warranties as of the closing and delivery of officer’s certificates relating thereto.

The Exchange Agreement will automatically terminate if the Exchange (Proposal No. 2) and the Exchange-Related Amendment Proposal (Proposal No. 3) are not approved by Unitholders at the Meeting. In addition, either Suburban (acting at the direction of the Audit Committee) or the General Partner may terminate the Exchange Agreement if the closing has not occurred by December 31, 2006.

Amendments to the Existing Partnership Agreement (see pages 62, 65 and 66)

On July 27, 2006, the Board of Supervisors unanimously approved an amendment and restatement of the Existing Partnership Agreement, as described below in Proposal Nos. 3-5. Our Board of Supervisors is recommending that the Unitholders approve the Restated Partnership Agreement. The description set forth below in Proposal Nos. 3-5 of the amendments to the Existing Partnership Agreement, as reflected in the Restated Partnership Agreement, is qualified in its entirety by the full text of the Restated Partnership Agreement, a copy of which is attached hereto as Appendix D and which we encourage you to read. If any of Proposal Nos. 3-5 is not approved by Unitholders, the amendments reflected in the Restated Partnership Agreement which are the subject of the Proposal(s) not approved will not be made.

•

Proposal No. 3 (Exchange-Related Amendments):    If approved, the Restated Partnership Agreement would include various amendments necessary to effect or reflect the Exchange. In addition, the Restated Partnership Agreement would provide for a minimum of five and a maximum of eleven Supervisors, as determined from time to time by the Board, all of whom would be elected by the Unitholders. The Existing Partnership Agreement sets the number of members of the Board of Supervisors at five, two appointed by the General Partner and three elected by the Unitholders.

It is important to note that neither the Exchange Proposal (Proposal No. 2) nor the Exchange-Related Amendment Proposal (Proposal No. 3) will be effective unless BOTH proposals are approved by the Unitholders. The approval of Proposal Nos. 4 and 5 is NOT required for the effectiveness of Proposal Nos. 2 and 3.

•

Proposal No. 4 (Restrictions on Business Combinations with Certain Interested Unitholders):    If approved, the Restated Partnership Agreement would include a provision based on Section 203 of the Delaware General Corporation Law. This provision would generally prohibit Suburban from engaging in a business combination with an interested Unitholder for a period of three years following the date the person became an interested Unitholder, unless: (i) prior to the date of the transaction pursuant to which a person becomes an interested Unitholder, the Board of Supervisors approved such transaction; (ii) the Unitholder owned at least 85% of the Common Units outstanding at the time such transaction commenced, excluding for purposes of determining the number of Common Units outstanding, Common Units owned by persons who are Supervisors or officers; or (iii) on or subsequent to the date of the transaction, the business combination is approved by the Board of Supervisors and authorized at an annual or special meeting of Unitholders by the affirmative vote of holders of at least 66 2/3% of the outstanding Common Units that are not owned by the interested Unitholder. A ‘‘business combination’’ would be defined generally as a merger, asset or stock sale or other transaction resulting in a financial benefit to the interested Unitholder. An ‘‘interested Unitholder’’ would be defined generally as a person who, together with affiliates and associates, owns or, within three years prior to the determination of interested Unitholder status, owned 15% or more of the Common Units.

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Under Proposal No. 4, amendments to the provisions of the Restated Partnership Agreement relating to business combinations with interested Unitholders and any definitions used in such provisions, would require the approval of the holders of at least 66 2/3% of the outstanding Common Units.

While the adoption of Proposal No. 4 may have an anti-takeover effect with respect to transactions the Board of Supervisors does not approve in advance, if Proposal No. 4 is approved, an existing provision limiting the voting rights of a Unitholder who beneficially owns more than 20% of the total Common Units will be eliminated.

•	Proposal No. 5 (Supermajority Vote for Change to Procedure to Nominate Supervisors):    If approved, the Restated Partnership Agreement would require the approval of the holders of at least 66 2/3%, rather than a majority, of the outstanding Common Units to amend the provisions relating to nomination of Supervisors by Unitholders and any definitions used in such provisions.

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Current Ownership and Ownership Following the Exchange

The following charts show the current and post-Exchange ownership of Suburban and the Operating Partnership (based on the number of Common Units outstanding as of the Record Date).

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Price Range of Common Units and Quarterly Cash Distributions

The following table presents, for the periods indicated, the high and low sales prices per Common Unit, as reported on the NYSE. The last reported sales price of Common Units on the NYSE on August 15, 2006 was $35.27 per Common Unit.

			Fiscal 2006												Fiscal 2005												Fiscal 2004
Quarter			High						Low						High						Low						High						Low
First				$	29.68					$	23.51					$	35.70					$	30.00					$	32.49					$	28.75
Second				$	30.23					$	24.90					$	36.00					$	33.45					$	34.50					$	31.05
Third				$	31.09					$	27.70					$	35.70					$	31.55					$	33.97					$	27.60
Fourth (1)				$	35.55					$	30.80					$	37.40					$	25.39					$	35.50					$	32.00

(1)	Fourth quarter of fiscal 2006 high and low sales prices reflect the period from June 25, 2006 to August 15, 2006.

The following table sets forth the quarterly cash distributions declared and, except for the distribution in respect of the fourth quarter of fiscal 2006, paid to the Unitholders, on the one hand, and to the General Partner in respect of the GP Interests and the Incentive Distribution Rights, on the other hand, in respect of each quarter in fiscal 2003 through fiscal 2006 (dollars in thousands):

			Distributions Per Unit						Common Units Outstanding						Distributions on Common Units						Percentage of Total Distributions			Distributions to General Partner for GP Interests						Percentage of Total Distributions			Distributions to General Partner for Incentive Distribution Rights						Percentage of Total Distributions			Total Distributions
2003
1st Quarter				$	0.5750						24,631,287					$	14,163				97.45%				$	276				1.90%				$	94				0.65%				$	14,533
2nd Quarter				$	0.5750						24,631,287					$	14,163				97.45%				$	276				1.90%				$	94				0.65%				$	14,533
3rd Quarter				$	0.5875						27,256,162					$	16,013				97.24%				$	298				1.81%				$	156				0.95%				$	16,467
4th Quarter				$	0.5875						27,256,162					$	16,013				97.24%				$	298				1.81%				$	156				0.95%				$	16,467
2004
1st Quarter				$	0.5875						30,256,767					$	17,776				97.32%				$	316				1.73%				$	173				0.95%				$	18,265
2nd Quarter				$	0.6000						30,256,767					$	18,154				97.04%				$	324				1.73%				$	230				1.23%				$	18,708
3rd Quarter				$	0.6125						30,256,767					$	18,532				96.77%				$	331				1.73%				$	288				1.50%				$	19,151
4th Quarter				$	0.6125						30,264,822					$	18,537				96.77%				$	331				1.73%				$	288				1.50%				$	19,156
2005
1st Quarter				$	0.6125						30,276,411					$	18,544				96.77%				$	331				1.73%				$	288				1.50%				$	19,163
2nd Quarter				$	0.6125						30,278,241					$	18,545				96.77%				$	331				1.73%				$	288				1.50%				$	19,164
3rd Quarter				$	0.6125						30,278,241					$	18,545				96.77%				$	331				1.73%				$	288				1.50%				$	19,164
4th Quarter				$	0.6125						30,312,432					$	18,566				96.77%				$	331				1.73%				$	289				1.50%				$	19,186
2006
1st Quarter				$	0.6125						30,312,432					$	18,566				96.77%				$	331				1.73%				$	289				1.50%				$	19,186
2nd Quarter (1)				$	0.6125						30,314,262					$	18,567				96.77%				$	331				1.73%				$	289				1.50%				$	19,187
3rd Quarter				$	0.6375						30,314,262					$	19,325				96.26%				$	346				1.73%				$	404				2.01%				$	20,075
4th Quarter (2)				$	0.6625						30,314,262					$	20,083				95.80%				$	361				1.72%				$	519				2.48%				$	20,963

(1)	In the second quarter of fiscal 2006, Suburban paid $0.3 million to the General Partner as a true-up of the cumulative amount of underpayments resulting from an error in the computation of quarterly cash distributions to the General Partner. The amounts in the table are presented as if the correct amounts had been distributed to the General Partner in the applicable quarters.

(2)

On July 27, 2006, Suburban declared a quarterly distribution of $0.6625 per Common Unit, which will be payable in respect of the fourth quarter of fiscal 2006 on November 14, 2006 to Unitholders of record on November 7, 2006. The entries in this row for the fourth quarter of fiscal 2006 are calculated based on the number of Common Units currently outstanding and without regard to the Exchange. If the Exchange is completed prior to the record date for the distribution, the number of Common Units outstanding will be 32,614,262 and the total amount of the distribution will be $21,606,949, all of which will be paid to the Unitholders (including General Partner Members).

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Summary Historical and Pro Forma Financial and Other Data

The following table presents our summary financial data for the periods ended and as of the dates indicated. We derived the historical data for the fiscal years ended September 24, 2005, September 25, 2004 and September 27, 2003 and as of those dates from our audited consolidated financial statements. We derived the historical data for the nine months ended June 24, 2006 and June 25, 2005 and as of those dates from our unaudited interim consolidated financial statements. The results for the interim periods are not necessarily indicative of the results that can be expected for a full fiscal year. The pro forma financial data for the fiscal year ended September 24, 2005 and for the nine months ended June 24, 2006 reflect the impact of the Exchange as if it had occurred on September 26, 2004 (the beginning of fiscal 2005). The pro forma balance sheet data as of September 24, 2005 and June 24, 2006 reflect the unaudited pro forma effect on partners’ capital as if the Exchange had occurred on those dates. All amounts in the table below, except per unit data, are in thousands.

			Year Ended																								Nine Months Ended
			Pro Forma Sept. 24, 2005 (a)						Sept. 24, 2005						Sept. 25, 2004 (b)						Sept. 27, 2003						Pro Forma June 24, 2006 (a)						June 24, 2006						June 25, 2005
Statement of Operations Data
Revenues				$	1,620,234					$	1,620,234					$	1,307,254					$	735,075					$	1,382,404					$	1,382,404					$	1,338,595
Costs and expenses					1,548,436						1,548,436						1,231,356						655,225						1,234,660						1,234,660						1,241,636
Restructuring costs (c)					2,775						2,775						2,942						—						4,427						4,427						625
Impairment of goodwill (d)					656						656						3,177						—						—						—						—
Income before interest expense, loss on debt extinguishment and provision for income taxes (e)					68,367						68,367						69,779						79,850						143,317						143,317						96,334
Loss on debt extinguishment (f)					36,242						36,242						—						—						—						—						36,242
Interest expense, net					40,374						40,374						40,832						33,629						31,192						31,192						30,286
Provision for income taxes					803						803						3						202						354						354						336
(Loss) income from continuing operations (e)					(9,052	)					(9,052	)					28,944						46,019						111,771						111,771						29,470
Discontinued operations:
Gain on sale of customer service centers (g)					976						976						26,332						2,483						—						—						976
(Loss) income from discontinued customer service centers					—						—						(972	)					167						—						—						—
Net (loss) income (e)					(8,076	)					(8,076	)					54,304						48,669						111,771						111,771						30,446
(Loss) income from continuing operations per Common Unit – basic					(0.28	)					(0.29	)					0.96						1.77						3.43						3.37						0.94
Net (loss) income per Common Unit – basic (h)					(0.25	)					(0.26	)					1.79						1.87						3.43						3.37						0.97
Net (loss) income per Common Unit – diluted (h)					(0.25	)					(0.26	)					1.78						1.86						3.41						3.35						0.97
Cash distributions declared per Common Unit				$	2.45					$	2.45					$	2.41					$	2.33					$	1.86					$	1.86					$	1.84
Balance Sheet Data (end of period)
Cash and cash equivalents				$	14,411					$	14,411					$	53,481					$	15,765					$	37,876					$	37,876					$	11,208
Current assets					236,803						236,803						252,894						98,912						232,651						232,651						219,467
Total assets					965,597						965,597						992,007						670,559						955,642						955,642						951,324
Current liabilities, excluding short-term borrowings and current portion of long-term borrowings					194,987						194,987						202,024						94,802						142,063						142,063						137,593
Total debt					575,295						575,295						515,915						383,826						548,245						548,245						563,736
Other long-term liabilities					119,199						119,199						105,950						107,853						129,315						129,315						119,590
Partners’ capital – Unitholders					157,420						159,199						238,880						165,950						208,715						209,052						215,413
Partners’ capital – General Partner				$	—					$	(1,779	)				$	852					$	1,567					$	—					$	(337	)				$	13
Statement of Cash Flows Data
Cash provided by (used in)
Operating activities				$	39,005					$	39,005					$	93,065					$	57,300					$	120,884					$	120,884					$	22,287
Investing activities					(24,631	)					(24,631	)					(196,557	)					(4,859	)					(12,425	)					(12,425	)					(19,126	)
Financing activities				$	(56,699	)				$	(53,444	)				$	141,208					$	(77,631	)				$	(87,151	)				$	(84,994	)				$	(45,434	)

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			Year Ended																								Nine Months Ended
			Pro Forma Sept. 24, 2005 (a)						Sept. 24, 2005						Sept. 25, 2004 (b)						Sept. 27, 2003						Pro Forma June 24, 2006 (a)						June 24, 2006						June 25, 2005
Other Data
Depreciation and amortization				$	37,762					$	37,762					$	36,743					$	27,520					$	24,865					$	24,865					$	27,513
EBITDA and Adjusted EBITDA (i)					107,105						107,105						131,882						110,020						168,182						168,182						124,823
Capital expenditures – maintenance and growth (j)					29,301						29,301						26,527						14,050						15,303						15,303						23,130
Acquisitions				$	—					$	—					$	211,181					$	—					$	—					$	—					$	—
Retail gallons sold
Propane					516,040						516,040						537,330						491,451						391,319						391,319						438,912
Fuel oil and refined fuels					244,536						244,536						220,469						—						125,078						125,078						207,260

(a)

The pro forma financial data for the fiscal year ended September 24, 2005 and for the nine months ended June 24, 2006 represents the unaudited pro forma effect on our cash distributions and net income (loss) per Common Unit as if the Exchange had occurred on September 26, 2004 (the beginning of fiscal 2005). The pro forma balance sheet data as of September 24, 2005 and June 24, 2006 reflect the unaudited pro forma effect on partners’ capital as if the Exchange had occurred on those dates. The unaudited pro forma financial data does not give effect to any financial advisory, legal or accounting fees to be incurred as a result of the Exchange subsequent to June 24, 2006. The pro forma adjustments are as follows (amounts in thousands, except per unit data):

			Pro Forma Fiscal Year Ended September 24, 2005															Pro Forma Nine Months Ended June 24, 2006
			As Reported						Adjustments			Pro Forma						As Reported						Adjustments			Pro Forma
Net (loss) income				$	(8,076	)			$            —				$	(8,076	)				$	111,771				$            —				$	111,771
General Partner’s interest in net (loss) income					(251	)			251(i)					—						3,511				(3,511)(i)					—
Limited Partners’ interest in net (loss) income					(7,825	)			(251)(i)					(8,076	)					108,260				3,511(i)					111,771
(Loss) income from continuing operations per Common Unit – basic					(0.29	)			0.01(ii)					(0.28	)					3.37				0.06(ii)					3.43
Net (loss) income per Common Unit – basic					(0.26	)			0.01(ii)					(0.25	)					3.37				0.06(ii)					3.43
Net (loss) income per Common Unit – diluted					(0.26	)			0.01(ii)					(0.25	)					3.35				0.06(ii)					3.41
Partners’ capital – Unitholders					159,199				(1,779)(iii)					157,420						209,052				(337)(iii)					208,715
Partners’ capital – General Partner					(1,779	)			1,779(iii)					—						(337	)			337(iii)					—
Cash (used in) financing activities				$	(53,444	)			$(3,255)(iv)				$	(56,699	)				$	(84,994	)			$(2,157)(iv)				$	(87,151	)

	(i)	Reflects the elimination of the General Partner’s share of reported net income or loss as a result of the elimination of the General Partner’s Incentive Distributive Rights and the economic interests included in its general partner interests in Suburban and its Operating Partnership.

	(ii)	Reflects the impact on net (loss) income per Common Unit from eliminating the General Partner’s share of net income or loss and the impact of allocating the entire net income or loss to the Common Units to be outstanding after giving pro forma effect to the Exchange. For the nine months ended June 24, 2006, the pro forma adjustment also reflects the elimination of our requirement to compute earnings per Common Unit in accordance with the two-class method under Emerging Issues Task Force consensus 03-6 ‘‘Participating Securities and the

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		Two-Class Method Under FAS 128’’ (‘‘EITF 03-6’’) as a result of the elimination of the General Partner’s Incentive Distribution Rights as further described in (h) below.

	(iii)	Reflects the net adjustment to partners’ capital from the elimination of the General Partner’s capital account in exchange for the issuance of 2,300,000 Common Units.

	(iv)	Reflects the pro forma effect on cash distributions paid by Suburban, as reported within cash flow used in financing activities in the consolidated statement of cash flows, from the net effect of eliminating cash distributions to the General Partner in exchange for cash distributions on the newly issued Common Units under the Exchange. For purposes of the pro forma cash distribution adjustment, we used the quarterly distribution rates in effect during the periods presented.

(b)	Includes the results from our acquisition of substantially all of the assets and operations of Agway Energy Products, LLC (‘‘Agway’’) from December 23, 2003, the date of acquisition.

(c)

During fiscal 2005, we incurred $2.8 million in restructuring charges associated primarily with severance costs from an internal realignment of our field operations. During fiscal 2004, we incurred $2.9 million in restructuring charges to integrate our assets, employees and operations with Agway assets, employees and operations. During the nine months ended June 24, 2006, we incurred $4.4 million in restructuring charges related primarily to additional severance costs associated with our field realignment efforts which began during the fourth quarter of fiscal 2005, including the elimination of nearly 200 positions in our HVAC segment during the third quarter of fiscal 2006 related to our decision to restructure our HVAC service offerings in furtherance of our efforts to streamline the field operations.

(d)	During fiscal 2005, we recorded a non-cash charge of $0.7 million related to the impairment of goodwill in our HVAC segment. During fiscal 2004, we recorded a non-cash charge of $3.2 million related to impairment of goodwill for one of our reporting units acquired in fiscal 1999.

(e)	These amounts include, in addition to the gain on sale of customer service centers, gains from the disposal of property, plant and equipment of $2.0 million for fiscal 2005, $0.7 million for fiscal 2004, $0.6 million for fiscal 2003, $1.2 million for the nine months ended June 24, 2006 and $1.9 million for the nine months ended June 25, 2005.

(f)	During fiscal 2005, we incurred a one-time charge of $36.2 million as a result of our March 2005 debt refinancing to reflect the loss on debt extinguishment associated with a prepayment premium of $32.0 million and the write-off of $4.2 million of unamortized bond issuance costs associated with previously outstanding senior notes.

(g)

Gain on sale of customer service centers for fiscal 2005 of $1.0 million reflects the finalization of certain purchase price adjustments with the buyer of the customer service centers sold during fiscal 2004. Gain on sale of customer service centers for fiscal 2004 of $26.3 million reflects the sale of 24 customer service centers for net cash proceeds of approximately $39.4 million. Gain on sale of customer service centers for fiscal 2003 of $2.5 million reflects the sale of nine customer service centers for net cash proceeds of approximately $7.2 million. The gains on sale have been accounted for within discontinued operations pursuant to Statement of Financial Accounting Standards (‘‘SFAS’’) No. 144, ‘‘Accounting for the Impairment or Disposal of Long-Lived Assets.’’ Prior period results of operations attributable to the customer service centers sold in fiscal 2004 have been reclassified to remove financial results from continuing operations.

(h)

Computations of earnings per Common Unit are performed in accordance with EITF 03-6, when applicable. EITF 03-6 requires, among other things, the use of the two-class method of computing earnings per unit when participating securities exist. The requirements of EITF 03-6 do not apply to the computation of earnings per Common Unit in periods in which a net loss is reported and therefore did not have any impact on loss per Common Unit for the fiscal year ended September 24, 2005. In

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	addition, the application of EITF 03-6 did not have any impact on income per Common Unit for the fiscal years ended September 25, 2004 and September 27, 2003, or for the nine months ended June 25, 2005.

Basic net income (loss) per Common Unit for the fiscal years ended September 24, 2005, September 25, 2004 and September 27, 2003 and for the nine months ended June 25, 2005 is computed under SFAS No. 128 ‘‘Earnings Per Share’’ (‘‘SFAS 128’’) by dividing net income (loss), after deducting the General Partner's approximate 3.7% interest, by the weighted average number of outstanding Common Units. Diluted net income (loss) per Common Unit for these same periods is computed by dividing net income (loss), after deducting the General Partner's approximate 3.7% interest, by the weighted average number of outstanding Common Units and time vested restricted units granted under our 2000 Restricted Unit Plan.

Basic income per Common Unit for the nine months ended June 24, 2006 is computed by dividing the limited partners’ share of income, calculated under the two-class method of computing earnings, by the weighted average number of outstanding Common Units. The two-class method is an earnings allocation formula that computes earnings per unit for each class of Common Unit and participating security according to distributions declared and the participating rights in undistributed earnings, as if all of the earnings were distributed to the limited partners and the General Partner (inclusive of the Incentive Distribution Rights of the General Partner which are considered participating securities for purposes of the two-class method). Net income is allocated to the Unitholders and the General Partner in accordance with their respective partnership ownership interests, after giving effect to any priority income allocations for Incentive Distribution Rights of the General Partner. Application of the two-class method under EITF 03-6 had a negative impact on income per Common Unit of $0.20 for the nine months ended June 24, 2006 compared to the computation under SFAS 128.

(i)

EBITDA represents net income before deducting interest expense, income taxes, depreciation and amortization. Our management uses EBITDA as a measure of liquidity and we are including it because we believe that it provides our investors and industry analysts with additional information to evaluate our ability to meet our debt service obligations and to pay our quarterly distributions to holders of our Common Units. In addition, certain of our incentive compensation plans covering executives and other employees utilize EBITDA as the performance target. We use the term Adjusted EBITDA to reflect the presentation of EBITDA for the fiscal year ended September 24, 2005 and for the nine months ended June 25, 2005 exclusive of the impact of the non-cash charge for loss on debt extinguishment in the amount of $36.2 million. We use this non-GAAP financial measure in order to assist industry analysts and investors in assessing our liquidity on a year-over-year basis. Moreover, our revolving credit agreement requires us to use EBITDA or Adjusted EBITDA as a component in calculating our leverage and interest coverage ratios. EBITDA and Adjusted EBITDA are not recognized terms under GAAP and should not be considered as alternatives to net income or net cash provided by operating activities determined in accordance with GAAP. Because EBITDA as determined by us excludes some, but not all, items that affect net income, it may not be comparable to EBITDA or similarly titled measures used by other companies.

The following table sets forth (i) our calculations of EBITDA and Adjusted EBITDA and (ii) a reconciliation of EBITDA and Adjusted EBITDA, as so calculated, to our net cash provided by operating activities (amounts in thousands):

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			Year Ended																								Nine Months Ended
			Pro Forma Sept. 24, 2005						Sept. 24, 2005						Sept. 25, 2004						Sept. 27, 2003						Pro Forma June 24, 2006						June 24, 2006						June 25, 2005
Net (loss) income				$	(8,076	)				$	(8,076	)				$	54,304					$	48,669					$	111,771					$	111,771					$	30,446
Add:
Provision for income taxes					803						803						3						202						354						354