8-K

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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549


                                    FORM 8-K


                                 CURRENT REPORT
                         PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934



                                JANUARY 31, 2001
                                (DATE OF REPORT)



                             AMERIGAS PARTNERS, L.P.
                             AMERIGAS FINANCE CORP.
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)

         DELAWARE                       1-13692                   23-278918
         DELAWARE                     33-92734-01                 23-2800532
(STATE OR OTHER JURISDICTION    (COMMISSION FILE NUMBER)      (I.R.S. EMPLOYER
     OF INCORPORATION)                                       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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AmeriGas Partners, L.P.                                                 Form 8-K
Page 2                                                          January 31, 2001




ITEM 5. OTHER EVENTS

         On Wednesday, January 31, 2001, AmeriGas Propane, Inc., general partner
of AmeriGas Partners, L.P. (NYSE: APU) announced that the Partnership has signed
a definitive agreement to purchase the retail propane distribution businesses of
Columbia Energy Group, a NiSource Company (NYSE: NI), for approximately $208
million dollars. The transaction is conditioned, among other things, upon
clearance under the Hart-Scott-Rodino Antitrust Improvements Act of 1976.

         The news release is included as an exhibit to this report and is
incorporated here by reference.


ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS

(c) Exhibits

         (99) News release by AmeriGas Partners, L.P. dated January 31, 2001.



                                   SIGNATURES

         Pursuant to the requirements of Section 13 or 15(d) the registrant has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.

                                            AmeriGas Partners, L.P.
                                            By: AmeriGas Propane, Inc.
                                            its general partner
                                            (REGISTRANT)


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


                                            AmeriGas Finance Corp.

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

Date: January 31, 2001


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                                  Exhibit Index



99.  Text of press release issued by AmeriGas Partners, L.P.

EX-99

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                                                                      Exhibit 99


                                    AmeriGas
                            America's Propane Company

Contact: Robert W. Krick                         For Release: January 31, 2001
         610-337-1000, ext. 3141                              Immediate

AMERIGAS TO ACQUIRE NISOURCE INC.'S COLUMBIA PROPANE,
CREATES LARGEST RETAIL MARKETER

VALLEY FORGE, Pa., January 31 -- AmeriGas Propane, Inc. general partner of
AmeriGas Partners, L. P. (NYSE: APU), announced that the Partnership has signed
a definitive agreement to acquire the retail propane distribution businesses of
Columbia Energy Group, a NiSource Company (NYSE: NI), for approximately $208
million. The combination will create the nation's largest retail propane
marketer, distributing more than one billion retail gallons from over 700
locations. The Columbia businesses currently comprise the fifth largest retail
marketer in the country, selling over 307 million gallons annually from 186
locations in 29 states.

Lon R. Greenberg, chairman of AmeriGas said, "We are excited about the
opportunities the acquisition of Columbia Propane presents. For many years, one
of our strategic goals has been to grow through the acquisition of both small
and large marketers. Given our track record of successfully integrating large
distributors, we are confident that we will be able to achieve our financial
goals for this acquisition."

"We expect the financial results of Columbia to be accretive to earnings and
cash flow in the first full fiscal year of our ownership," continued Greenberg.
He said the purchase, including transaction costs, would be financed with
approximately $163 million of debt and approximately $53 million of AmeriGas
partnership common units to be issued to Columbia Energy.

Eugene V. N. Bissell, chief executive officer of AmeriGas, said, "The Columbia
operations will add density to our existing business and, at the same time,
provide us with opportunities to penetrate new markets. We are pleased to have
capitalized on this opportunity to add significantly to our nationwide platform
for growth. Columbia also complements our extensive logistical network."

"We believe this transaction will not only enhance our ability to serve
customers, but also present additional opportunities for the employees of both
companies," added Bissell. "The Columbia employees are well respected in the
industry and we look forward to welcoming the over 1,600 people of Columbia into
the AmeriGas family. We have created a detailed plan to integrate the Columbia
operations with AmeriGas with minimal disruption to the workforce," concluded
Bissell.

                                    - MORE -


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In May 2000, Columbia Energy Group announced its intention to exit the propane
distribution business because it was not consistent with its long term strategy.
Subsequent to the announcement, Columbia Energy was acquired by NiSource in
November 2000. The transaction is subject to customary conditions, including
regulatory approval, and is expected to close in February.

AmeriGas Partners is one of the nation's largest propane marketers. UGI Corp.
(NYSE: UGI) through subsidiaries owns 55% of the partnership and individual
unitholders own the remaining 45%.

Comprehensive information about AmeriGas is available on the Internet at
HTTP://WWW.AMERIGAS.COM.

This press release contains certain forward-looking statements which management
believes to be reasonable as of today's date only. Actual results may differ
significantly because of risks and uncertainties which are difficult to predict
and many of which are beyond management's control. You should read the
Partnership's 2000 Annual Report on Form 10-K for a more extensive list of
factors that could affect results. Among them are adverse weather conditions,
price volatility and availability of propane, and the ability to effectively
integrate the operations of Columbia Propane and achieve cost-saving
efficiencies. The Partnership undertakes no obligation to release revisions to
its forward-looking statements to reflect events or circumstances occurring
after today.

AP-03                                 ###                                1/31/01