STAR GROUP, L.P. — Director's Dealing 2003

Dec 1, 2003

SEC Form 3 — Initial Statement of Beneficial Ownership

Issuer: STAR GAS PARTNERS LP (SGU)
CIK: 0001002590
Period of Report: 2003-11-17

Reporting Person: SHINNEBARGER DAVID (Chief Marketing Officer)

Holdings (Derivative)

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Unit Appreciation Rights	$22		Common Units (4500)		Direct

Footnotes

F1: Mr. Shinnebarger was granted 4,500 Unit Appreciation Rights pursuant to his employment agreement. The Rights vest in four equal installments. Mr. Shinnebarger is entitled to receive a payment in cash in respect of each Vested Right equal to the excess of the Fair Market Value of a Common Unit on the Vesting Date over $22.00 (as adjusted); provided, however, at any time 30 days before a Right becomes vested, Mr. Shinnebarger has the right to defer payment to any date not more than five years after such Right becomes vested in which case the cash payment shall be deferred until the Deferred Date and shall be based upon the value of a Senior Subordinated Unit on the Deferred Date rather than the Vesting Date