SEC Form 4

FORM 4		UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* DARR MARK A (Last) (First) (Middle) 5000 SAWGRASS VILLAGE STE 4 (Street) PONTE VEDRA BEACH FL 32082 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol HERITAGE PROPANE PARTNERS L P [ HPG ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director 10% Owner X Officer (give title below) Other (specify below) Vice President
	3. Date of Earliest Transaction (Month/Day/Year) 08/10/2003
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) X Form filed by One Reporting Person Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
Common Unit	08/10/2003	08/10/2003	A		7,225(1)	A	$30.54	27,880	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Award under long-term incentive compensation plan.

	By: Robert A. Burk, Attorney-in-fact	08/12/2003
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

                            LIMITED POWER OF ATTORNEY

                              (ATTORNEY-IN-FACT TO
                             EXECUTE FORM 4 FILINGS)


KNOW ALL MEN BY THESE PRESENTS:

         THAT the undersigned individual, as an Officer or Manager of U.S.
Propane, L.L.C., the general partner of U.S. Propane, L.P., the General Partner
of Heritage Propane Partners, L.P., a Delaware limited partnership, is required
pursuant to the provisions of Section 16 of the Securities Exchange Act of 1934
(the "Act") to make certain reports to the Securities and Exchange Commission,
including the filing of reports on Form 4, and does hereby make, constitute and
appoint Lawrence T. Chambers, Jr. and Robert A. Burk, or either of them, as his
true and lawful attorney, for him, and in his name, place and stead, to sign, on
his behalf, such Form 4 reports, giving and granting to said attorney full power
and authority to do and perform all and every act and thing whatsoever
requisite, necessary and proper to be done in the premises, as fully, to all
intents and purposes, as he might or could do, hereby ratifying and confirming
all that his attorney shall lawfully do, or cause to be done, by virtue hereof.

         The power of attorney granted herein shall expire on the earlier of the
date on which the undersigned individual ceases to be subject to the reporting
requirements of Section 16 of the Act or until revoked.

         IN WITNESS WHEREOF, the undersigned has subscribed his name hereto this
24th day of September, 2002.
                                                        s/ Mark A. Darr
                                                    Name:  Mark A. Darr
                                                         (Please print or type)


STATE OF FLORIDA    )
                    ) ss.
COUNTY OF ST. JOHNS )

         Before me, the undersigned, a Notary Public in and for said County and
State, on this 24th day of September, 2002, personally appeared Mark A. Darr to
me known to be the identical person who subscribed his name to the foregoing
Power of Attorney, and he acknowledged to me that he executed the same as his
free and voluntary act and deed, for the uses and purposes therein set forth.

         Given under my hand and seal of office the day and year last above
written.


                                                      V.F. Windland
                                                      Notary Public
                                                      DD109986
                                                      Commission Number

My Commission Expires:

     July 12, 2006

    [Notarial Seal]