8-K

                                  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


       Date of Report (Date of earliest event reported): November 22, 2004

                                 UGI CORPORATION

             (Exact name of registrant as specified in its charter)


         Pennsylvania                      1-11071               23-2668356
  (State or other jurisdiction          (Commission           (I.R.S. Employer
of incorporation or organization)         File No.)          Identification No.)



                                460 N. Gulph Road
                       King of Prussia, Pennsylvania 19406
                          (Address, including zip code,
                         of principal executive offices)

                                 (610) 337-1000
              (Registrant's telephone number, including area code)


                                 NOT APPLICABLE
          (Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):

[ ] Written communications pursuant to Rule 425 under the Securities Act
                                (17 CFR 230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
                              (17 CFR 240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
    Exchange Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the
    Exchange Act (17 CFR 240.13e-4(c))



ITEM 4.02 (a) -- NON-RELIANCE ON PREVIOUSLY ISSUED FINANCIAL STATEMENTS OR A
RELATED AUDIT REPORT OR COMPLETED INTERIM REVIEW

On November 22, 2004, management concluded that the Company's Balance Sheet and
Statement of Stockholders' Equity for its fiscal year ended September 30, 2003
should be restated to reduce the reported amount of stockholders' equity and
increase the reported amount of deferred income taxes. The balance sheet changes
are attributable to management concluding that the Company should have recorded
deferred taxes upon the conversion of the Company's subordinated units in
AmeriGas Partners, L.P. ("AmeriGas"), which occurred in November 2002, and upon
subsequent sales by AmeriGas of units to the public. The restatement will have
no impact on the Company's Income Statement or Statement of Cash Flows. The
Company will include the restated Balance Sheet and Statement of Stockholders'
Equity in its Annual Report on Form 10-K for the fiscal year ended September 30,
2004 ("2004 Form 10-K"), which it expects to file by December 14, 2004.

Under its interpretation of accounting rules at the time of the conversion,
including Staff Accounting Bulletin No. 51, "Accounting for Sales of Common
Stock by a Subsidiary," the Company accounted for the gains resulting from the
conversion of AmeriGas units, and subsequent sales by AmeriGas of units to the
public, as increases in stockholders' equity in amounts equal to the increase in
the value of the Company's investment in AmeriGas. The Company did not record
deferred taxes relating to the gains because of its intention to hold its
investment in AmeriGas indefinitely. While the Company's intention to hold
AmeriGas units indefinitely has not changed, it has reconsidered its previous
judgments in the application of SFAS No. 109, "Accounting for Income Taxes." The
Company believes that its reconsideration of previous judgments in the
application of SFAS No. 109 was not a result of ineffective internal controls or
procedures.

Accordingly, the Company will reflect an approximate $70 million decrease in
Total common stockholders' equity and a corresponding increase in Deferred
income taxes in a restated Balance Sheet and Statement of Stockholders' Equity
for its fiscal year ended September 30, 2003 that will be included in its 2004
Form 10-K. The amounts of Total common stockholders' equity and Deferred income
taxes in the Company's Balance Sheets for the interim periods of fiscal years
2003 and 2004 require similar adjustment.

Management and the Audit Committee have discussed with the Company's independent
auditors the matters described in this Form 8-K.

ITEM 9.01 -- FINANCIAL STATEMENTS AND EXHIBITS

      (c) Exhibits

          99.1  Press Release issued by UGI, dated November 29, 2004, regarding
                the restatement of previously issued financial statements.

                                   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 CORPORATION
                                               ---------------
                                               (Registrant)


                                               By: /s/ Anthony J. Mendicino
                                                  ------------------------------
                                                  Anthony J. Mendicino
                                                  Senior Vice President-Finance
                                                  and Chief Financial Officer

Date: November 29, 2004

                                  EXHIBIT INDEX

Exhibit      Description
- -------      -----------

99.1         Press Release issued by UGI, dated November 29, 2004, regarding the
             restatement of previously issued financial statements.

EX-99.1

                                                                    EXHIBIT 99.1

CONTACT: 610-337-1000                             FOR RELEASE: November 29, 2004
         Robert W. Krick, Ext. 3141                            Immediate
         Brenda Blake, Ext. 3202

UGI COMPLETES REVIEW OF 2003 FINANCIAL STATEMENTS

VALLEY FORGE, PA., November 29 - UGI Corporation (NYSE:UGI) today
stated that it has completed its previously announced review of whether it is
appropriate to increase deferred taxes and reduce stockholders' equity in
connection with its ownership of units in AmeriGas Partners, L.P. (NYSE:APU).
As a result of this review, UGI has concluded that it should have recognized
deferred taxes in connection with the conversion of UGI's subordinated units in
AmeriGas Partners to common units in November 2002 and AmeriGas Partners' sale
of common units to the public since then. This change will have no impact on
UGI's cash flow or earnings for any period and will have no effect on any
covenants under existing financing agreements of UGI or any of its
subsidiaries.

Lon R. Greenberg, chairman and chief executive officer of UGI, said, "As we
disclosed in 2002, we did not record deferred taxes relating to the gains
because of our intention to hold our units in AmeriGas Partners indefinitely.
While our intention to hold AmeriGas units indefinitely has not changed, we have
reconsidered our previous judgments in the application of the relevant
accounting provisions, and concluded that it is more appropriate to record these
deferred taxes. AmeriGas is one of our core businesses."

Based on this conclusion, UGI will include restated financial statements for
fiscal year 2003 in its annual report on Form 10-K for the fiscal year ended
September 30, 2004, which it expects to file by December 14. The fiscal year
2003 balance sheet and statement of stockholders' equity will be restated to
indicate a decrease in total common stockholders' equity of approximately $70
million and a corresponding increase in deferred taxes.

At the same time, UGI confirmed its guidance of November 17 that it expects to
earn between $2.80 and $2.90 per share in fiscal year 2005 ending September 30,
2005.

UGI is a holding company with propane marketing, utility and energy marketing
subsidiaries. Through subsidiaries, UGI owns 46% of AmeriGas Partners, L.P.
(NYSE:APU), the nation's largest retail propane marketer.

This press release contains certain forward-looking statements which management
believes to be reasonable as of today's date only. In particular, the audit of
fiscal 2004 and the audit of adjustments to fiscal 2003 financial statements are
not complete. You should read UGI's Annual Report on Form 10-K for a more
extensive list of other factors that could cause actual results to differ
materially from those indicated in the forward-looking statements. Among them
are adverse weather conditions, product cost volatility and availability of all
energy products, including propane, natural gas, electricity and fuel oil,
domestic and international economic and political conditions and currency
exchange rates. UGI undertakes no obligation to release revisions to its
forward-looking statements to reflect events or circumstances occurring after
today.

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

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