SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT

     PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934

       DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED): DECEMBER 9, 2003

                         HERITAGE PROPANE PARTNERS, L.P.
             (Exact name of registrant as specified in its charter)

         Delaware                       1-11727                  73-1493906
(State or other jurisdiction    (Commission file number)      (I.R.S. Employer
      of incorporation)                                      Identification No.)

            8801 SOUTH YALE AVENUE, SUITE 310, TULSA, OKLAHOMA 74137
              (Address of principal executive offices and zip code)

                                 (918) 492-7272
              (Registrant's telephone number, including area code)


ITEM 5.  Other Events:

A copy of the press release issued by the Registrant on December 4, 2003, is
attached hereto as Exhibit 99.1 and incorporated by reference.

ITEM 7.  Financial Statements and Exhibits.

         (c)     Exhibits

         Exhibit No. 99.1 - Press Release dated December 4, 2003


                                   SIGNATURES

         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, thereunto duly authorized.

         DATED:  December 9, 2003.
                                              HERITAGE PROPANE PARTNERS, L.P.

                                              By: U.S. Propane, L.P.
                                                  (General Partner)
                                              By: U.S. Propane, L.L.C.
                                                  (General Partner)


                                              By: /s/ Michael L. Greenwood
                                                 -------------------------------
                                                 Michael L. Greenwood
                                                 Vice President and Chief
                                                 Financial Officer




                                INDEX TO EXHIBITS

         The exhibits listed on the following Exhibit Index are filed as part of
this Report. Exhibits required by Item 601 of Regulation S-K, but which are not
listed below, are not applicable.

         Exhibit
         Number            Description
         -------           -----------

         99.1              Press Release dated December 4, 2003



                                       2

                                                                    Exhibit 99.1

                             (HERITAGE PROPANE LOGO)

                                  PRESS RELEASE

                         HERITAGE PROPANE PARTNERS, L.P.
                        ANNOUNCES RECEIPT OF CONSENTS FOR
                        TRANSACTION WITH ENERGY TRANSFER


TULSA, OKLAHOMA - DECEMBER 4, 2003 - Heritage Propane Partners, L.P. (NYSE:HPG)
announced today that it has received the consents and approvals that were
required to be obtained before completing the previously announced transactions
with Energy Transfer Company. The contemplated transactions are still subject to
other conditions, including obtaining the requisite financing for the
transaction.

H. Michael Krimbill, President and CEO of Heritage stated, "The lenders under
our existing credit agreements have agreed to amendments that allow Heritage to
proceed with its combination with Energy Transfer. In addition, we had
previously filed premerger notification under the Hart-Scott-Rodino Antitrust
Improvements Act and have received notice that the Federal Trade Commission has
granted early termination of the waiting period." The series of transactions are
expected to close within the next 60 days.

About Heritage

Heritage is the fourth largest retail marketer of propane in the United States,
serving more than 650,000 customers from nearly 300 customer service locations
in 29 states. Operations extend from coast to coast, with concentrations in the
western, upper midwestern, northeastern, and southeastern regions of the United
States.

About Energy Transfer

Energy Transfer Company is a privately owned natural gas company based in
Dallas, TX. The Energy Transfer system includes approximately 4,500 miles of
natural gas gathering and transportation pipelines with an aggregate throughput
capacity of 2.5 billion cubic feet of natural gas per day and natural gas
treating and processing assets located in Texas, Oklahoma and Louisiana.

This press release includes certain statements concerning expectations for the
future that are forward-looking statements. Such forward-looking statements are
subject to a variety of known and unknown risks, uncertainties, and other
factors that are difficult to predict and many of which are beyond management's
control. An extensive list of factors that can affect future results are
discussed in Heritage's Annual Report on Form 10-K and other documents filed
from time to time with the Securities and Exchange Commission. Heritage
undertakes no obligation to update or revise any forward-looking statement to
reflect new information or events.

The information contained in this press release is available on the
Partnership's website at www.heritagepropane.com. For information, please
contact Michael L. Greenwood, Vice President and Chief Financial Officer, at
918-492-7272.