Heritage Propane Partners L.P.

Ticker: HPG		8801 South Yale Avenue, Suite 310
Exchange: New York Stock Exchange		Tulsa, Oklahoma 74137
Industry: Retail		(918) 492-7272

Type of Shares:	Common Shares	Filing Date:	4/25/96
U.S. Shares:	4,025,000	Offer Date:	6/25/96
Non-U.S. Shares:	0	Filing Range:	$20.00 - $21.00
Primary Shares:	4,025,000	Offer Price:	$20.25
Secondary Shares:	0	Gross Spread:	$1.41
Offering Amount:	$82,512,500	Selling:	$0.82
Expenses:	-	Reallowance:	$0.10
Shares Out After:	7,836,815

Manager	Tier	Phone
Dean Witter Reynolds	Lead Manager	(212) 392-2222
A.G. Edwards & Sons, Inc.	Co-manager	(314) 289-3000
Oppenheimer & Company, Inc.	Co-manager	(212) 667-7402
Prudential Securities Incorporated	Co-manager	(212) 214-3000

	Audited Income	Latest Unaudited Income	Prior Unaudited Income		Balance Sheet
	8/31/95	2/29/96	2/28/95		2/29/96
Revenue:	$111.51	$103.05	$76.88	Assets:	$180.78
Net Income:	-$0.21	$4.22	$4.18	Liabilities:	$170.96
EPS:				Equity:	$9.82
Note: Dollar amounts are in U.S. millions; Audited figures expressed as full year, unaudited figures are partial year

Business Description

The company was formed to acquire, own and operate the propane business and assets of Heritage Holdings, Inc. The company will serve as the general partner of the partnership. Heritage was formed in 1989 and has grown to become what the Partnership believes is the sixth largest retail marketer of propane in the United States, serving more than 170,000 active residential, commercial, industrial and agricultural customers from 188 district locations in 15 states. The company's operations are concentrated in the Western and Southeastern regions of the United States. The company has grown primarily through acquisitions of retail propane operations and to a lesser extent, through internal growth.

Use of Proceeds

The proceeds from the proposed offering will be contributed to the operating partnership, which will use the proceeds to repay all outstanding debt to Prudential.

Last updated: 10/28/96