UNITED STATES OF AMERICA
Before the
SECURITIES AND EXCHANGE COMMISSION

SECURITIES EXCHANGE ACT OF 1934
Release No. 48916 / December 12, 2003

Admin. Proc. File No. 3-11356

I.

The Securities and Exchange Commission ("Commission") deems it necessary and appropriate for the protection of investors that proceedings be, and hereby are, instituted pursuant to Section 12(j) of the Securities Exchange Act of 1934 ("Exchange Act") against CornerStone Propane Partners, L.P. ("CornerStone" or "Respondent").

II.

In anticipation of the institution of these proceedings, Respondent has submitted an Offer of Settlement (the "Offer") which the Commission has determined to accept. Solely for the purpose of these proceedings and any other proceedings brought by or on behalf of the Commission, or to which the Commission is a party, and without admitting or denying the findings herein, except as to the Commission's jurisdiction over it and the subject matter of these proceedings, Respondent consents to the entry of this Order Instituting Proceedings, Making Findings and Revoking Registration of Securities Pursuant to Section 12(j) of the Securities Exchange Act of 1934 ("Order"), as set forth below.

III.

On the basis of this Order and Respondent's Offer, the Commission finds that:

1. CornerStone, a Delaware limited partnership based in Watsonville, California, sells retail propane and wholesale energy-related commodities. Common units representing limited partner interests in CornerStone (the "Units") are registered under Section 12(g) of the Exchange Act. The Units are quoted on the "Pink Sheets" disseminated by Pink Sheets LLC.

2. CornerStone announced in its Form 8-K dated February 10, 2003 that its financial statements for the years ended June 30, 2001 and June 30, 2000, and the interim periods therein, need to be restated in accordance with Commission rules and regulations. To date, CornerStone has not made these restatements.

3. CornerStone has not filed its annual reports for the fiscal years ended June 30, 2002 and June 30, 2003. CornerStone has not filed its quarterly report for the period ended September 30, 2002 or for any period subsequent thereto.

4. CornerStone is required pursuant to Section 13(a) of the Exchange Act and Rules 13a-1 and 13a-13 thereunder to file, timely and in proper form, its annual reports on Form 10-K and its quarterly reports on Form 10-Q.

5. As a result of the foregoing, CornerStone has failed to comply with Section 13(a) of the Exchange Act and Rules 13a-1, 13a-13 and 12b-20 thereunder.

IV.

Section 12(j) of the Exchange Act provides as follows:

The Commission is authorized, by order, as it deems necessary or appropriate for the protection of investors to deny, to suspend the effective date of, to suspend for a period not exceeding twelve months, or to revoke the registration of a security, if the Commission finds, on the record after notice and opportunity for hearing, that the issuer of such security has failed to comply with any provision of this title or the rules and regulations thereunder. No member of a national securities exchange, broker, or dealer shall make use of the mails or any means of instrumentality of interstate commerce to effect any transaction in, or to induce the purchase or sale of, any security the registration of which has been and is suspended or revoked pursuant to the preceding sentence.

In view of the foregoing, the Commission finds that it is necessary and appropriate for the protection of investors to accept Respondent's Offer and revoke the registration of each class of Respondent's securities registered pursuant to Section 12 of the Exchange Act.

Accordingly, it is hereby ORDERED, pursuant to Section 12(j) of the Exchange Act, that registration of each class of Respondent's securities registered pursuant to Section 12 of the Exchange Act be, and hereby is, revoked.

By the Commission.

http://www.sec.gov/litigation/admin/34-48916.htm