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UNITED STATES


SECURITIES AND EXCHANGE COMMISSION


Washington, DC 20549





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FORM 10-Q/A





(Mark One)


|x |  | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- |  | ---------------------------------------------------------------------------------------




For the quarterly period ended June 30, 2002





OR





| ̈ |  | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|- |  | ----------------------------------------------------------------------------------------




For the transition period from
 to





Commission File Number: 33-98490





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STAR GAS PARTNERS, L.P.


(Exact name of registrant as specified in its charter)


Delaware

06-1437793(State or other jurisdiction of
incorporation or organization)

(I.R.S. Employer Identification
No.)








2187 Atlantic Street, Stamford,
Connecticut 06902


(Address of principal executive office)





(203) 328-7300


(Registrants telephone number, including area code)





(Former name, former address and former fiscal year, if changed since last report)





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Indicate by check mark whether the registrant (1) has filed all reports required to be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past
90 days. Yes  x  No  ̈





Indicate the number of shares
outstanding of each issuers classes of common stock, as of July 25, 2002:





27,130,446

Common Units3,134,110

Senior Subordinated Units345,364

Junior Subordinated Units325,729

General Partner Units


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PART II OTHER INFORMATION





|Item |  | 6.Exhibits and Reports on Form 8-K
|---- |  | ----------------------------------




(a)    Exhibits Included Within:





| | 99.1    Certification |  | of Chief Executive Officer
| | --------------------- |  | --------------------------




| | 99.2    Certification |  | of Chief Financial Officer
| | --------------------- |  | --------------------------




(b)    Reports on Form 8-K:





| | 6/5/02 |  | This Form 8-K consists of a copy of the underwriting agreement for a firm commitment public offering of up to 1,800,000 common units (plus a 15% over-allotment
option) of the registrant that were previously registered pursuant to a shelf registration statement on Form S-3 (SEC File No. 333-57994)
| | ------- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------




| | 6/6/02 |  | This Form 8-K consists of the following historical press release: Star Gas Partners, L.P. (the Partnership) (NYSE: SGU, SGH), a diversified energy
distributor and services providerspecializing in heating oil, propane, natural gas and electricity, announced today that Fitch Rating Service has reaffirmed its (BBB) rating on the First Mortgage Notes issued by Stars subsidiary Star Gas
Propane. At the same time, Fitch has placed on rating watch negative its (BBB) rating of the Senior Secured Notes of Stars subsidiary, Petro.
| | ------- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



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SIGNATURE





Pursuant to the requirements of the Securities Exchange Act of 1934, the
Partnership has duly caused this report to be signed on its behalf of the undersigned thereunto duly authorized:





STAR GAS PARTNERS, L.P.By:

/s/    STAR GAS LLC (GENERAL PARTNER)








Signature

Title

Date/s/    AMI TRAUBER Ami Trauber

Chief Financial Officer Star Gas LLC (Principal Financial Officer)

August 1, 2002/s/    JAMES J.
BOTTIGLIERI James J.
Bottiglieri

Vice President Star Gas LLC

August 1, 2002





Exhibit List





99.1

Certification  of Chief Executive Officer99.2

Certification of Chief Financial Officer







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