8-K

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                                  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



                                SEPTEMBER 7, 1999
                                (DATE OF REPORT)



                                 UGI CORPORATION
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)



        PENNSYLVANIA                  1-11071                    23-2668356
(STATE OR OTHER JURISDICTION      (COMMISSION FILE           (I.R.S. EMPLOYER
      OF INCORPORATION)               NUMBER)               IDENTIFICATION NO.)


                                460 N. GULPH ROAD
                       KING OF PRUSSIA, PENNSYLVANIA 19406
               (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)



                                 (610) 337-1000
              (REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)
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UGI Corporation                                                         Form 8-K
Page 2                                                         September 7, 1999


ITEM 5.    OTHER EVENTS

         On September 7, 1999, the Registrant issued the attached news release
announcing the final results of the Registrant's previously announced Dutch
auction self-tender offer for 4.5 million shares of its Common Stock.
The offer expired Friday, August 27, 1999 at midnight, EDT.

         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) News release dated September 7, 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 hereunto duly authorized.


                                  UGI CORPORATION
                                  (REGISTRANT)



                                  By:  /s/ Robert W. Krick
                                          Robert W. Krick
                                          Treasurer

Date:  September 7, 1999
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                                  EXHIBIT INDEX



Exhibit No.             Description


   (99)                 News release dated September 7, 1999


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EX-99

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                                                                    EXHIBIT (99)

                                                               September 7, 1999
                                                               Immediate


                                         Robert W. Krick, ext. 3141





UGI ANNOUNCES FINAL RESULTS OF SELF-TENDER
FOR 4.5 MILLION SHARES OF COMMON STOCK


VALLEY FORGE, PA., September 7, 1999 - UGI Corporation (NYSE:UGI) announced
today that, in accordance with the final results of its Dutch auction
self-tender offer which expired August 27, the Company will purchase 4.5 million
shares validly tendered at a price of $24.25 or less. The final proration factor
for the tender offer is 97.2%. All holders of fewer than 100 shares who validly
tendered at a price of $24.25 per share or less will not be subject to
proration. The Company announced preliminary results of the offer on August 30.

The final count by the depositary for the offer indicated that approximately 4.6
million shares were tendered and not withdrawn at prices of $24.25 per share or
lower. UGI expects that the depositary will issue payment for the shares
accepted under the offer and return all shares tendered in excess of the
purchase price and shares not accepted because of proration on September 8. The
share purchase represents about 14% of the approximately 31.7 million shares
outstanding immediately prior to the offer.

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

Comprehensive information about UGI is available on the World Wide Web at
http://www.ugicorp.com.


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