Star Gas Prices Offering of 8,720,013 Common Units At $14.1875 Per Unit

Business Wire, March 23, 1999

STAMFORD, Conn.--(BUSINESS WIRE)--March 23, 1999--Star Gas Partners, L.P. (Star) (NYSE:SGU) announced today that it has priced its offering of 8,720,013 Common Units at $14.1875 per unit. The offering is being managed by PaineWebber Incorporated, CIBC Oppenheimer, Dain Rauscher Wessels, Donaldson, Lufkin & Jenrette Securities Corporation, A.G. Edwards & Sons, Inc., Lehman Brothers, Prudential Securities Incorporated and Morgan Keegan & Company, Inc.

Net proceeds from the equity offering will be used to repay a portion of the outstanding debt and to repurchase preferred stock of Petroleum Heat and Power Co., Inc. (Petro) (NASDAQ:HEAT), in conjunction with the merger between Star and Petro. The merger was approved at last weeks' Star Unitholders and Petro Shareholders meetings respectively, and is expected to close later this week.

Copies of the final prospectus relating to this offering may be obtained from the offices of PaineWebber Incorporated, 1285 Avenue of the Americas, New York, NY 10019.

This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of the securities in any State in which such offer, solicitation or sale would be unlawful prior to the registration or qualification under the securities laws of any such state.

Star Gas Partners, L.P., the nation's eighth largest retail propane distributor, serves more than 166,000 customers throughout 74 locations in the Midwestern states of Ohio, Indiana, Michigan, Kentucky, West Virginia and in the Northeast, from Maine to Southern New Jersey. Star operates under several trademarks and trade names including: Star Gas Service, Silgas, Blue Flame L.P. Gas, Maingas, Arrow Gas, Mid-Hudson Valley Propane, Coleman Gas Service, H&S Gas, Wilhoyte L.P. Gas, Rural Natural Gas, Pearl Gas, Bay State-Arrow Gas, Knowles L.P. Gas and Lowe Bros. & Dad.