STAR GROUP, L.P. — Director's Dealing 2004

Jan 21, 2004

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: STAR GAS PARTNERS LP (SGU, SGH)
CIK: 0001002590
Period of Report: 2004-01-20

Reporting Person: SEVIN IRIK (Director, Chairman of the Board and CEO)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2004-01-20	Senior Subordinated Units	A	20000	—	Acquired	40000	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Senior Subordinated Units	21951	Indirect
Senior Subordinated Units	94780	Indirect
Senior Subordinated Units	27336	Direct
Senior Subordinated Units	29133	Indirect
Common Units	24750	Direct

Footnotes

F1: Granted pursuant to an Agreement with the Partnership dated as of December 10, 2000 (the "December 2000 Agreement"). These Units vested on January 5, 2001. All of these Units have been deposited in a trust for the benefit of Mr. Sevin. The trustee has voting power over these Units and Mr. Sevin disclaims beneficial ownership of them.

F2: Granted pursuant to an Agreement with the Partnership dated as of December 1, 1999 (the "December 1999 Agreement"). Does not include an additional 23,695 (as adjusted) Units that will vest in the future. All of these Units have been deposited in a trust for the benefit of Mr. Sevin. The trustee has voting power over these Units and Mr. Sevin disclaims beneficial ownership of them.

F3: Represents Senior Subordinated Units issued to Star Gas LLC, the general partner of the Partnership, pursuant to the Contingent Distribution. As a member of Star Gas LLC, Mr. Sevin may be deemed to share beneficial ownership of these Units, but he disclaims beneficial ownership in that number of Units that exceeds his proportionate interest in Star Gas LLC.

F4: Granted pursuant to the Partnership's Employee Unit Incentive Plan. These Units have been deposited in a trust for the benefit of Mr. Sevin. The trustee has voting power over these Units and Mr. Sevin disclaims beneficial ownership of them. Does not include 20,000 additional Units that will vest in the future, subject to the Partnership meeting certain performance goals.

F5: Granted pursuant to an Agreement with the Partnership dated as of December 28, 2001 (the "December 2001 Agreement"). Does not include an additional 8,250 Common Units that will vest in the future. All of these Units have been deposited in a trust for the benefit of Mr. Sevin. The trustee has voting power over these Units and Mr. Sevin disclaims beneficial ownership of them.