UGI Reports Conversion of Subordinated Units of AmeriGas Partners

VALLEY FORGE, Pa., December 16, 2002 - UGI Corporation (NYSE:UGI) reported that,
pursuant to the Amended and Restated Agreement of Limited Partnership of
AmeriGas Partners, L. P. (NYSE:APU), the remaining 9.9 million Subordinated
Units of AmeriGas Partners, all of which were held by an affiliate of UGI
Corporation, converted to Common Units effective November 18, 2002. The
conversion of the units followed the determination by AmeriGas Propane, Inc.,
the general partner of AmeriGas Partners, that the Partnership had satisfied the
cash-based performance and distribution requirements necessary to convert the
Subordinated Units. The conversion does not increase the total number of limited
partner units outstanding.

As previously reported, as a result of the conversion, UGI will record an
increase in common stockholders' equity and a decrease in minority interest in
AmeriGas Partners of approximately $160 million. These changes will have no
effect on UGI's net income or cash flow. UGI's ownership position in the
Partnership of approximately 51% remains unchanged by the conversion.

UGI is a holding company with propane marketing, utility and energy marketing
subsidiaries, including AmeriGas Partners, L. P.