EXHIBIT 10.2

                                                                       7/23/2004
                                                          Non-Employee Directors

                                 UGI CORPORATION
                      2004 OMNIBUS EQUITY COMPENSATION PLAN
                             STOCK UNIT GRANT LETTER

This STOCK UNIT GRANT LETTER is dated as of January 8, 2004 (the "Date of
Grant") and delivered by UGI Corporation ("UGI"), to _________________ (the
"Participant").

                                    RECITALS

      The UGI Corporation 2004 Omnibus Equity Compensation Plan (the "Plan")
provides for the grant of stock units with respect to shares of common stock of
UGI ("Shares"). The Board of Directors of UGI (the "Board") has decided to make
a stock unit grant to the Participant.

      NOW, THEREFORE, the parties to this Grant Letter, intending to be legally
bound hereby, agree as follows:

1. Grant of Stock Units.

      (a) Subject to the terms and conditions set forth in this Grant Letter,
the Board hereby awards the Participant an award of 1,275 Stock Units (as
defined below). The Stock Units are granted with Dividend Equivalents (as
defined below).

      (b) UGI shall keep records in an Account (as defined below) to reflect the
number of Stock Units and Dividend Equivalents credited to the Participant.
Fractional Stock Units shall accumulate in the Participant's Account and shall
be added to other fractional Stock Units to create whole Stock Units.

2. Dividend Equivalents with Respect to Stock Units.

      (a) Crediting of Dividend Equivalents. From the Date of Grant until the
Participant's Account has been fully distributed, on each payment date for a
dividend paid by UGI on its Shares, UGI shall credit to the Participant's
Account an amount equal to the Dividend Equivalent associated with the Stock
Units credited to the Participant on the record date for the dividend.

      (b) Conversion to Stock Units. On the last day of each Plan Year (as
defined below), the amount of the Dividend Equivalents credited to the
Participant's Account during that Plan Year shall be converted to a number of
Stock Units, based on the Unit Value (as defined below) on the last day of the
Plan Year. In the event of a Change of Control (as defined in the Plan) or in
the event the Participant dies or Separates from Service (as defined below)
prior to the last day of the Plan Year, as soon as practicable following such
event, and in no event later than the date on which Stock Units are redeemed in
accordance with Section 3, UGI shall convert the amount of Dividend Equivalents
previously credited to the Participant's Account during the Plan Year to a
number of Stock Units based on the Unit Value on the date of such Change of
Control, death or Separation from Service.



3. Events Requiring Redemption of Stock Units.

      (a) Redemption. UGI shall redeem Stock Units credited to the Participant's
Account at the times and in the manner prescribed by this Section 3. Except as
described in subsection (d) below, redemptions shall be made by issuing to the
Participant a number of Shares equal to the number of Stock Units being
redeemed; provided, however, that any fractional Stock Units credited to a
Participant's Account shall be paid in cash in an amount equal to the Unit Value
of such fractional Stock Unit at the redemption date.

      (b) Separation from Service or Death. In the event the Participant
Separates from Service or dies, UGI shall redeem all the Stock Units then
credited to the Participant's Account as soon as practicable following the
Participant's Separation from Service or death. In the event of death, the
redemption amount shall be paid to the Participant's estate.

      (c) Elections. The Participant may elect to defer receipt of the
redemption amount payable pursuant to subsection (b) upon Separation from
Service, until the Participant attains a specific age, not to exceed the age of
the Participant in January of the Plan Year following his or her attainment of
age 72. In addition, the Participant may elect to receive such payment in (i) a
single distribution or (ii) annual or quarterly installments over a period not
to exceed 20 years. Both such elections must be made at least 13 months before
the Participant's Separation from Service, or at such earlier date as UGI shall
require.

      (d) Change of Control. Unless otherwise provided by the Board, in the
event of a Change of Control, UGI shall redeem all the Stock Units then credited
to the Participant's Account. Such redemption amount shall be paid in cash. The
amount paid shall equal the product of the number of Stock Units being redeemed
multiplied by the Unit Value at the date of the Change of Control. The
Participant may elect to defer receipt of such payment until he or she attains a
specified age, not to exceed the age of the Participant in January of the Plan
Year following his or her attainment of age 72. In addition, the Participant may
elect to receive such payment in (i) a single distribution or (ii) annual or
quarterly installments over a period not to exceed 20 years. Both such elections
must be made at least 13 months before the Change of Control, or at such earlier
date as UGI shall require.

      (e) Installments. Dividend Equivalents will be credited to the
Participant's Account in accordance with Section 2 until the full amount of the
Participant's Account has been distributed. Each installment payment shall be
calculated by dividing the Participant's total Account balance as of such
payment date by the number of payments remaining in the installment period.

      (f) Acceleration. The Board may at any time accelerate the redemption of
outstanding Stock Units under such circumstances as the Board deems appropriate.

4. Definitions. For purposes of this Grant Letter, the following terms will have
the meanings set forth below:

                                       2


      (a) "Account" means UGI's bookkeeping account established pursuant to
Section 1, which reflects the number of Stock Units and the amount of Dividend
Equivalents standing to the credit of the Participant.

      (b) "Dividend Equivalent" means an amount determined by multiplying the
number of Shares subject to Stock Units by the per-share cash dividend, or the
per-share fair market value of any dividend in consideration other than cash,
paid by UGI on its common stock.

      (c) "Plan Year" means the calendar year.

      (d) "Separates from Service" means the Participant's termination of
service as a non-employee director and as an employee of UGI for any reason
other than death.

      (e) "Stock Unit" means the right of the Participant to receive a Share of
UGI common stock, or an amount based on the value of a Share of UGI common
stock, subject to the terms and conditions of this Grant Letter and the Plan.

      (f) "Unit Value" means, at any time, the value of each Stock Unit, which
value shall be equal to the Fair Market Value (as defined in the Plan) of a
Share on such date.

5. Taxes. All obligations of UGI under this Grant Letter shall be subject to the
rights of UGI as set forth in the Plan to withhold amounts required to be
withheld for any taxes, if applicable.

6. Conditions. The obligation of UGI to deliver Shares shall also be subject to
the condition that if at any time the Board shall determine in its discretion
that the listing, registration or qualification of the Shares upon any
securities exchange or under any state or federal law, or the consent or
approval of any governmental regulatory body is necessary or desirable as a
condition of, or in connection with, the issue of Shares, the Shares may not be
issued in whole or in part unless such listing, registration, qualification,
consent or approval shall have been effected or obtained free of any conditions
not acceptable to the Board. The issuance of Shares to the Participant pursuant
to this Grant Letter is subject to any applicable taxes and other laws or
regulations of the United States or of any state having jurisdiction thereof.

7. Grant Subject to Plan Provisions. This grant is made pursuant to the Plan and
the Terms and Conditions established by the Committee with respect to the Plan,
both of which are incorporated herein by reference, and in all respects shall be
interpreted in accordance with the Plan. The grant and payment of the Stock
Units are subject to interpretations, regulations and determinations concerning
the Plan established from time to time by the Board in accordance with the
provisions of the Plan, including, but not limited to, provisions pertaining to
(i) the registration, qualification or listing of the Shares issued under the
Plan, (ii) changes in capitalization of UGI and (iii) other requirements of
applicable law. The Board shall have the authority to interpret and construe
this Grant Letter pursuant to the terms of the Plan, and its decisions shall be
conclusive as to any questions arising hereunder.

8. No Shareholder Rights. Neither the Participant, nor any person entitled to
receive payment in the event of the Participant's death, shall have any of the
rights and privileges of a

                                       3


shareholder with respect to Shares, until certificates for Shares have been
issued upon payment of Stock Units. The Participant shall not have any interest
in any fund or specific assets of UGI by reason of this award or the Stock Unit
account established for the Participant.

9. Assignment and Transfers. The rights and interests of the Participant under
this Grant Letter may not be sold, assigned, encumbered or otherwise transferred
except, in the event of the death of the Participant, by will or by the laws of
descent and distribution. If the Participant dies, any payments to be made under
this Grant Letter after the Participant's death shall be paid to the
Participant's estate. The rights and protections of UGI hereunder shall extend
to any successors or assigns of UGI and to UGI's parents, subsidiaries, and
affiliates.

10. Applicable Law. The validity, construction, interpretation and effect of
this instrument shall be governed by and construed in accordance with the laws
of the Commonwealth of Pennsylvania, without giving effect to the conflicts of
laws provisions thereof.

11. Notice. Any notice to UGI provided for in this instrument shall be addressed
to UGI in care of the Corporate Secretary at UGI's headquarters, and any notice
to the Participant shall be addressed to such Participant at the current address
shown on the records of UGI, or to such other address as the Participant may
designate to UGI in writing. Any notice shall be delivered by hand, sent by
telecopy or enclosed in a properly sealed envelope addressed as stated above,
registered and deposited, postage prepaid, in a post office regularly maintained
by the United States Postal Service.

      IN WITNESS WHEREOF, the parties have executed this Stock Unit Grant Letter
as of the Date of Grant.

Attest:                                  UGI Corporation

______________________________           By:____________________________________
Corporate Secretary                           Robert H. Knauss
                                              Vice President and General Counsel

I hereby acknowledge receipt of the Plan and the Terms and Conditions
incorporated herein. I accept the Performance Units described in this Grant
Letter, and I agree to be bound by the terms of the Plan, including the Terms
and Conditions, and this Grant Letter. I hereby further agree that all the
decisions and determinations of the Committee shall be final and binding on me
and any other person having or claiming a right under this Grant.

____________________________
Participant

                                       4