Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

Effective as of November 2, 2009, Star Gas Partners, L.P., a Delaware limited partnership (the "Partnership," "we," "us" or "our"), entered into an agreement with Mr. Richard G. Oakley pursuant to which Mr. Oakley will continue to be employed on an at-will basis at his current salary and subject to periodic review. If the Partnership terminates Mr. Oakley's employment for reasons other than cause, he will be entitled to one year's salary as severance.

The description of the agreement that is contained in this Form 8-K is qualified in its entirety to the text of the actual form of the agreement that is filed as an exhibit hereto.

Item 9.01(d) Exhibits

10.1 Agreement dated as of November 2, 2009 between the Registrant and Richard G. Oakley

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Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

STAR GAS PARTNERS, L.P.
By: Kestrel Heat, LLC, its general partner

By: /S/ RICHARD F. AMBURY
Name: Richard F. Ambury
Title: Chief Financial Officer

Dated: November 3, 2009