8-K

   1
                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT
                         PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934



                                  MAY 25, 1999
                                (DATE OF REPORT)



                               UGI UTILITIES, INC.
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)



         PENNSYLVANIA                    1-1398                  23-1174060
(STATE OR OTHER JURISDICTION        (COMMISSION FILE          (I.R.S. EMPLOYER
      OF INCORPORATION)                  NUMBER)             IDENTIFICATION NO.)



                              100 KACHEL BOULEVARD
                     GREEN HILLS CORPORATE CENTER, SUITE 400
                           READING, PENNSYLVANIA           19607
               (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)



                                 (610) 796-3400
              (REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)



   2


UGI Utilities, Inc.                                                     Form 8-K
Page 2                                                              May 25, 1999



ITEM 5.  OTHER EVENTS


         On May 25, 1999, UGI Corporation ("UGI"), the parent of the Registrant,
issued the attached news release reporting that UGI had (1) terminated its
merger agreement with Unisource Worldwide, Inc. and (2) suspended the sale of
UGI Utilities, Inc.

         The news release is included as an exhibit to this report and is
incorporated in this Item 5 by reference.


ITEM 7.  FINANCIAL STATEMENTS AND EXHIBITS

         (c)  Exhibits

              (99)  UGI Corporation news release dated May 25, 1999.



                                   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.



                                          UGI UTILITIES, INC.
                                          (REGISTRANT)


                                          By: /s/ BRENDAN P. BOVAIRD
                                              ----------------------------------
                                              Brendan P. Bovaird
                                              Vice President and General Counsel


Date:  June 3, 1999


   3


                                  EXHIBIT INDEX



Exhibit No.         Description
- -----------         -----------


(99)                News release dated May 25, 1999.




                                      A-1

EX-99

   1



                                                                    EXHIBIT (99)

May 25, 1999                                                        Immediate


                                         Robert W. Krick, ext. 3141

UGI DECLINES TO REVISE OFFER
FOR UNISOURCE WORLDWIDE


VALLEY FORGE, PA, MAY 25--UGI Corp. (NYSE:UGI) reported today that it was
notified that the board of directors of Unisource Worldwide, Inc. (NYSE:UWW) has
decided to enter into a merger agreement with Georgia-Pacific Corp. (NYSE:GP).
UGI notified Unisource that UGI will not submit a revised offer to purchase
Unisource and that UGI will allow Unisource to terminate its merger agreement
with UGI. Under the terms of the merger agreement, UGI will receive a
termination fee of $25 million.

Lon R. Greenberg, chairman, president and chief executive officer of UGI stated,
"We are disappointed that the proposed merger will not occur. We believe that
the merger would have provided significant long term value to shareholders of
both companies. However, after due consideration, we felt our original proposal
was fair and we chose not to change it. We wish Unisource and Georgia-Pacific
well in the future."

Concurrently with its merger announcement on March 1, UGI also announced its
intention, in connection with the merger, to sell its utility and energy
marketing subsidiaries, reduce its annual dividend rate from $1.46 to $0.75 per
share and repurchase shares of UGI common stock. "At this point, we have
suspended the sale of our utilities and energy marketing companies while we
determine if the sale continues to be in the best interest of our shareholders,"
said Greenberg.

"The Board will consider the dividend rate at its next regular meeting in July,
which is the traditional meeting at which the dividend payable October 1 is
declared. We will continue to repurchase shares in the open market consistent
with our existing authorization. Our businesses are performing well and our
operating cash flow remains strong. We will continue to evaluate alternative
strategies to meet our growth objectives. As always, we remain committed to
maximizing long term value for our shareholders," concluded Greenberg.

UGI is a holding company with propane marketing, utility and energy marketing
subsidiaries. Through subsidiaries, UGI owns 58 percent of AmeriGas Partners,
L.P., the nation's largest retail propane marketer.

Comprehensive information about UGI Corporation is available on the World Wide
Web at HTTP://WWW.UGICORP.COM.



C-06                                  ###                                5/25/99



                                      A-2