LIMITED POWER OF ATTORNEY

                              (ATTORNEY-IN-FACT TO
                            EXECUTE FORM 4 FILINGS)


KNOW ALL MEN BY THESE PRESENTS:

         THAT the undersigned individual, as an Officer or Manager of U.S.
Propane, L.L.C., the general partner of U.S. Propane, L.P., the General Partner
of Heritage Propane Partners, L.P., a Delaware limited partnership, is required
pursuant to the provisions of Section 16 of the Securities Exchange Act of 1934
(the "Act") to make certain reports to the Securities and Exchange Commission,
including the filing of reports on Form 4, and does hereby make, constitute and
appoint Lawrence T. Chambers, Jr. and Robert A. Burk, or either of them, as his
true and lawful attorney, for him, and in his name, place and stead, to sign, on
his behalf, such Form 4 reports, giving and granting to said attorney full power
and authority to do and perform all and every act and thing whatsoever
requisite, necessary and proper to be done in the premises, as fully, to all
intents and purposes, as he might or could do, hereby ratifying and confirming
all that his attorney shall lawfully do, or cause to be done, by virtue hereof.

         The power of attorney granted herein shall expire on the earlier of the
date on which the undersigned individual ceases to be subject to the reporting
requirements of Section 16 of the Act or until revoked.

         IN WITNESS WHEREOF, the undersigned has subscribed his name hereto this
15th day of October, 2002.

                                                 s/ Bradley K. Atkinson

                                              Name: Bradley K. Atkinson
                                                   (Please print or type)


STATE OF OKLAHOMA )
                  ) ss.
COUNTY OF TULSA   )

         Before me, the undersigned, a Notary Public in and for said County and
State, on this 15th day of October, 2002, personally appeared Bradley K.
Atkinson to me known to be the identical person who subscribed his name to the
foregoing Power of Attorney, and he acknowledged to me that he executed the same
as his free and voluntary act and deed, for the uses and purposes therein set
forth.

         Given under my hand and seal of office the day and year last above
written.


                                                    Pamela S. Reed
                                                    Notary Public
                                                    02009089
                                                    Commission Number

My Commission Expires:

        6-12-2006

     [Notarial Seal]