ITEM 8.01. OTHER EVENTS

On July 24, 2008, Suburban Propane Partners, L.P. (the "Partnership") issued a press release (the "Press Release") announcing its Fiscal 2008 Third Quarter Distribution Declaration. A copy of the Press Release has been furnished as Exhibit 99.1 to this Current Report.
In accordance with Treasury Regulation 1.1446-4(d), a qualified notice was issued to the New York Stock Exchange indicating that this distribution represents income effectively connected with a U.S. business (ECI) and that all nominees are responsible for withholding 35% of the fiscal 2008 third quarter distribution to foreign investors (nonresident aliens, foreign corporations, foreign trusts and foreign estates) as required under Section 1446 of the Internal Revenue Code.

ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS

(d) Exhibits.

99.1 Press Release of Suburban Propane Partners, L.P. dated July 24, 2008, announcing the Fiscal 2008 Third Quarter Distribution Declaration.