FORM 10-Q

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549


|X|      QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES 
         EXCHANGE ACT OF 1934

For the Quarterly Period Ended May 31, 1996

                                       OR

|_|      TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES 
         EXCHANGE ACT OF 1934


For the Transition Period from _______ to _________


Commission file number 1-11727

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


                Delaware                                   73-1493906
     (State or other jurisdiction of                    (I.R.S. Employer
     incorporation or organization)                     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)


Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  registrant  was
required  to file  such  reports)  and  (2)  has  been  subject  to such  filing
requirements for the past 90 days.
Yes /x/ No

As of August 9, 1996,  there were 4,339,977  common units  representing  limited
partner interests of Heritage Propane Partners, L.P. outstanding.






                                   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.

                                        HERITAGE PROPANE PARTNERS, L.P.

                                        By:    Heritage Holdings, Inc.,
                                               General Partner



Date:   December 6, 1996                By:   /s/ H. Michael Krimbill
                                              ------------------------------
                                              H. Michael Krimbill
                                              (Chief Accounting Officer and
                                              officer duly authorized to sign
                                              on behalf of the registrant)


                                     

 

5 This schedule contains summary financial information extracted from Heritage Propane Partners, L.P. Balance Sheet dated May 31, 1996 (unaudited). 9-MOS AUG-31-1996 MAY-31-1996 1,000 0 0 0 0 0 0 0 1,000 0 0 0 0 0 0 1,000 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0 0