EXHIBIT 32

    CERTIFICATION BY THE CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER
          RELATING TO A PERIODIC REPORT CONTAINING FINANCIAL STATEMENTS

         I, Robert J. Chaney, Chief Executive Officer, and I, John C. Barney,
Chief Financial Officer, of UGI Utilities, Inc., a Pennsylvania corporation (the
"Company"), hereby certify that:

         (1)      The Company's periodic report on Form 10-K for the period
                  ended September 30, 2003 (the "Form 10-K") fully complies with
                  the requirements of Section 13(a) of the Securities Exchange
                  Act of 1934, as amended; and

         (2)      The information contained in the Form 10-K fairly presents, in
                  all material respects, the financial condition and results of
                  operations of the Company.

                                      * * *

CHIEF EXECUTIVE OFFICER                               CHIEF FINANCIAL OFFICER

/s/ Robert J. Chaney                                  /s/ John C. Barney
-------------------------                             --------------------------
Robert J. Chaney                                      John C. Barney

Date: December 16, 2003                             Date: December 16, 2003

         A signed original of this written statement required by Section 906 has
         been provided to UGI Utilities, Inc. and will be retained by UGI
         Utilities, Inc. and furnished to the Securities and Exchange Commission
         or its staff upon request.