S-4

    AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 4, 2005

                                                     REGISTRATION NO. 333-
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------

                UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549
                             ---------------------

                                    FORM S-4
            REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
                             ---------------------

                            AMERIGAS PARTNERS, L.P.
             (Exact Name of Registrant as Specified in Its Charter)

                                                                    
              DELAWARE                               2952                              23-2787918
  (State or Other Jurisdiction of        (Primary Standard Industrial               (I.R.S. Employer
   Incorporation or Organization)        Classification Code Number)              Identification No.)



                             AMERIGAS FINANCE CORP.
             (Exact Name of Registrant as Specified in Its Charter)

                                                                    
              DELAWARE                               2952                              23-2800532
  (State or Other Jurisdiction of        (Primary Standard Industrial               (I.R.S. Employer
   Incorporation or Organization)        Classification Code Number)              Identification No.)



                            AMERIGAS PARTNERS, L.P.
                                  P.O. BOX 965
                                VALLEY FORGE, PA
                                     19482
                                 (610) 337-7000
  (Address, Including Zip Code, and Telephone Number, Including Area Code, of
                   Registrant's Principal Executive Offices)

                                ROBERT H. KNAUSS
                       VICE PRESIDENT AND GENERAL COUNSEL
                             AMERIGAS PROPANE, INC.
                              460 NORTH GULPH ROAD
                           KING OF PRUSSIA, PA 19406
                                 (610) 337-7000
 (Name, Address, Including Zip Code, and Telephone Number, Including Area Code,
                             of Agent For Service)

                        COPIES OF ALL COMMUNICATIONS TO:
                             LINDA L. GRIGGS, ESQ.
                          MORGAN, LEWIS & BOCKIUS LLP
                          1111 PENNSYLVANIA AVENUE, NW
                             WASHINGTON, D.C. 20004
                                 (202) 739-3000
                             ---------------------

    APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:  As soon as
practicable after the effective date of this Registration Statement. If the
securities being registered on this form are being offered in connection with
the formation of a holding company and there is compliance with General
Instruction G, check the following box.  [ ]

    If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier effective
registration statement for the same offering.  [ ] ____________

    If this form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering.  [ ] ____________
                             ---------------------

                        CALCULATION OF REGISTRATION FEE



- ---------------------------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------------------------
                                                                     PROPOSED MAXIMUM     PROPOSED MAXIMUM        AMOUNT OF
           TITLE OF EACH CLASS OF                 AMOUNT TO BE        OFFERING PRICE         AGGREGATE           REGISTRATION
         SECURITIES TO BE REGISTERED               REGISTERED          PER UNIT(1)       OFFERING PRICE(1)           FEE
- ---------------------------------------------------------------------------------------------------------------------------------
                                                                                                 
7.25% Series B Senior Notes due 2015.........     $415,000,000             100%             $415,000,000           $48,846
- ---------------------------------------------------------------------------------------------------------------------------------
- ---------------------------------------------------------------------------------------------------------------------------------


(1) Estimated solely for the purpose of computing the registration fee in
    accordance with Rule 457(f)(2) under the Securities Act of 1933, as amended.

    THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933, AS AMENDED, OR UNTIL THIS REGISTRATION STATEMENT
SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID
SECTION 8(a), MAY DETERMINE.

- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------


THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. WE MAY
NOT SELL OR OFFER THESE SECURITIES UNTIL THE REGISTRATION STATEMENT FILED WITH
THE SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PROSPECTUS IS NOT AN
OFFER TO SELL THESE SECURITIES, AND IT IS NOT SOLICITING AN OFFER TO BUY THESE
SECURITIES, IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED.

                  SUBJECT TO COMPLETION, DATED OCTOBER 4, 2005

PROSPECTUS

                            AMERIGAS PARTNERS, L.P.
                             AMERIGAS FINANCE CORP.
                               OFFER TO EXCHANGE
                      7.25% SERIES B SENIOR NOTES DUE 2015
                      REGISTERED UNDER THE SECURITIES ACT

                                      FOR

                     A LIKE PRINCIPAL AMOUNT OF OUTSTANDING
                      7.25% SERIES A SENIOR NOTES DUE 2015

                   ($415,000,000 AGGREGATE PRINCIPAL AMOUNT)

                             ---------------------

     We are offering to exchange up to $415,000,000 aggregate principal amount
of our 7.25% Series B Senior Notes due 2015 that are registered under the
Securities Act of 1933, herein called our "exchange notes," for a like principal
amount of our outstanding 7.25% Series A Senior Notes due 2015, herein called
our "original notes," which we issued previously without registration under the
Securities Act. We are making this exchange offer on the terms and conditions
set forth in this prospectus and the accompanying letter of transmittal. The
form and terms of the exchange notes and the original notes are identical in all
material respects, except that the exchange notes will not be subject to
transfer restrictions or entitled to registration rights, and the additional
interest provisions applicable to the original notes will not apply to the
exchange notes. AmeriGas Partners, L.P. and AmeriGas Finance Corp., a
wholly-owned subsidiary of AmeriGas Partners, L.P., issued the original notes
and will issue the exchange notes.

MATERIAL TERMS OF THE EXCHANGE OFFER

     - The exchange offer expires at 5:00 P.M., New York City time, on
                 , 2005, unless extended.

     - Completion of the exchange offer is subject to certain closing conditions
       that we may waive. The exchange offer is not conditioned upon any minimum
       principal amount of original notes being tendered for exchange.

     - All original notes validly tendered and not validly withdrawn will be
       exchanged.

     - Tenders of original notes may be withdrawn at any time prior to
       expiration of the exchange offer.

     We will not receive any cash proceeds from the issuance of the exchange
notes.

     SEE "RISK FACTORS" BEGINNING ON PAGE 7 OF THIS PROSPECTUS TO READ ABOUT
IMPORTANT FACTORS YOU SHOULD CONSIDER IN CONNECTION WITH THE EXCHANGE OFFER.

NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF OUR OFFER OF THE EXCHANGE NOTES OR
DETERMINED THAT THIS PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO
THE CONTRARY IS A CRIMINAL OFFENSE.

     Each broker-dealer that receives exchange notes for its own account
pursuant to this exchange offer must acknowledge that it will deliver a
prospectus in connection with any resale of such exchange notes. The
accompanying letter of transmittal relating to the exchange offer states that by
so acknowledging and by delivering a prospectus, a broker-dealer will not be
deemed to admit that it is an "underwriter" within the meaning of the Securities
Act of 1933, as amended. This prospectus, as it may be amended or supplemented
from time to time, may be used by a broker-dealer in connection with resales of
exchange notes received in exchange for original notes where such original notes
were acquired by such broker-dealer as a result of market-making activities or
other trading activities. We have agreed that, for a period of up to 180 days
after the expiration of this exchange offer, we will make this prospectus
available to any broker-dealer for use in connection with any such resale. See
"Plan of Distribution."

                The date of this prospectus is           , 2005.


                               TABLE OF CONTENTS



                                                              PAGE
                                                              ----
                                                           
WHERE YOU CAN FIND MORE INFORMATION.........................   ii
INCORPORATION OF DOCUMENTS BY REFERENCE.....................   ii
FORWARD-LOOKING STATEMENTS..................................  iii
PROSPECTUS SUMMARY..........................................    1
RISK FACTORS................................................    7
RATIO OF EARNINGS TO FIXED CHARGES..........................   15
USE OF PROCEEDS.............................................   15
DESCRIPTION OF OTHER INDEBTEDNESS...........................   15
THE EXCHANGE OFFER..........................................   18
DESCRIPTION OF THE NOTES....................................   25
CERTAIN MATERIAL UNITED STATES FEDERAL INCOME TAX
  CONSIDERATIONS............................................   52
PLAN OF DISTRIBUTION........................................   56
LEGAL MATTERS...............................................   56
EXPERTS.....................................................   56


     You should rely only upon the information provided in this document or
incorporated in this document by reference. We have not authorized anyone to
provide you with different information. You should not assume that the
information in this document, including any information incorporated by
reference, is accurate as of any date other than the date indicated on the front
cover.

                                        i


                      WHERE YOU CAN FIND MORE INFORMATION

     We file annual, quarterly and special reports and other information with
the SEC. You can inspect and/or copy these reports and other information at
locations maintained by the SEC, including the principal offices of the SEC
located at 100 F Street, N.E., Washington, D.C. 20549 and on the SEC's website
at http://www.sec.gov.

     Copies of such material can be obtained by mail at prescribed rates from
the Public Reference Room of the SEC, 100 F Street, N.E. Room 1580, Washington,
D.C. 20549. Please call 1-800-SEC-0330 for further information about the
operation of the Public Reference Room.

     We also provide information to the New York Stock Exchange because our
common units are traded on the New York Stock Exchange. You may obtain reports
and other information at the offices of the New York Stock Exchange, Inc., 20
Broad Street, New York, New York 10005.

                    INCORPORATION OF DOCUMENTS BY REFERENCE

     We incorporate by reference information that we file with the SEC. This
means that we disclose important information to you by referring you to those
documents. Any information we incorporate in this manner is considered a part of
this prospectus. Any information we file with the SEC after the date of this
prospectus and until this offering is completed will automatically update and
supersede the information contained in this prospectus.

     We incorporate by reference the following documents that we have filed with
the SEC and any filings that we will make with the SEC in the future under
Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934 until
this offering is terminated:

     - our annual report on Form 10-K for the year ended September 30, 2004, as
       amended;

     - our quarterly reports on Form 10-Q for the quarters ended December 31,
       2004, March 31, 2005 and June 30, 2005; and

     - our current reports on Form 8-K dated December 7, 2004, February 16,
       2005, April 14, 2005 (with respect to Item 8.01 disclosure only), April
       15, 2005, April 22, 2005, April 28, 2005, May 6, 2005, May 9, 2005, May
       31, 2005, August 8, 2005, August 19, 2005 and September 9, 2005.

     This prospectus contains summaries, believed to be accurate, of the terms
we consider material of certain documents, but reference is made to the actual
documents, copies of which will be made available upon request to AmeriGas
Propane, Inc., 460 North Gulph Road, King of Prussia, PA 19406, telephone (610)
337-7000, Attention: Robert W. Krick, Vice President and Treasurer, for the
complete information contained in those documents. We will provide without
charge to each person to whom a copy of this prospectus is delivered, upon the
written or oral request of such person, a copy of any or all of the documents
incorporated by reference (other than exhibits to such documents, unless such
exhibits are specifically incorporated by reference into the information that
this prospectus incorporates).

                                        ii


                           FORWARD-LOOKING STATEMENTS

     Information contained in this prospectus, and the documents incorporated by
reference into this prospectus, may contain forward-looking statements. Such
statements use forward-looking words such as "believe," "plan," "anticipate,"
"continue," "estimate," "expect," "may," "will," or other similar words. These
statements discuss plans, strategies, events or developments that we expect or
anticipate will or may occur in the future.

     A forward-looking statement may include a statement of the assumptions or
bases underlying the forward-looking statement. We believe that we have chosen
these assumptions or bases in good faith and that they are reasonable. However,
we caution you that actual results almost always vary from assumed facts or
bases, and the differences between actual results and assumed facts or bases can
be material, depending on the circumstances. When considering forward-looking
statements, you should keep in mind the following important factors which could
affect our future results and could cause those results to differ materially
from the results expressed in our forward-looking statements: (1) adverse
weather conditions resulting in reduced demand; (2) cost volatility and
availability of propane, and the capacity to transport propane to our market
areas; (3) changes in laws and regulations, including safety, tax and accounting
matters; (4) large supplier, counterparty or customer defaults; (5) competitive
pressures from the same and alternative energy sources; (6) failure to acquire
new customers thereby reducing or limiting any increase in revenues; (7)
liability for environmental claims; (8) customer conservation measures and
improvements in energy efficiency and technology resulting in reduced demand;
(9) adverse labor relations; (10) inability to make business acquisitions on
economically acceptable terms resulting in failure to acquire new customers
thereby limiting any increase in revenues; (11) liability in excess of insurance
coverage for personal injury and property damage, resulting from operating
hazards and risks incidental to transporting, storing and distributing propane,
butane and ammonia, including explosions and other catastrophic events, such as
acts of terrorism; (12) political, regulatory and economic conditions in the
United States and in foreign countries; and (13) interest rate fluctuations and
other capital market conditions.

     These factors, and the factors addressed under the heading "Risk Factors"
beginning on page 7 of this prospectus, are not necessarily all of the important
factors that could cause actual results to differ materially from those
expressed in any of our forward-looking statements. Other unknown or
unpredictable factors could also have material adverse effects on future
results. We undertake no obligation to update publicly any forward-looking
statement except as required by Federal securities laws.

                                       iii


                               PROSPECTUS SUMMARY

     The following summary highlights basic information about our company and
the exchange offer and does not contain all of the information that may be
important to you in making a decision to acquire the exchange notes. For a more
comprehensive understanding of our company and the exchange offer, you should
read this entire document, including "Risk Factors" beginning on page 7 and the
information incorporated by reference. When used in this prospectus, unless the
context otherwise requires, "AmeriGas Partners," "we," "our," "ours," and
"ourselves" refer to AmeriGas Partners, L.P. itself or AmeriGas Partners, L.P.
and its subsidiaries on a consolidated basis, which includes our operating
partnership, AmeriGas Propane, L.P. and its subsidiary, AmeriGas Eagle Propane,
L.P. References to our "general partner" refer to AmeriGas Propane, Inc. and
references to AmeriGas Propane or our "operating partnership" refer to AmeriGas
Propane, L.P. and its subsidiary, AmeriGas Eagle Propane, L.P. References to
"fiscal year" are to our fiscal years ending September 30; for example,
references to "fiscal 2004" are to our fiscal year ended September, 30, 2004.

                                   WHO WE ARE

     We are a publicly traded limited partnership formed under Delaware law in
1994. We are the largest retail propane distributor in the United States,
distributing more than one billion gallons of propane annually. As of September
30, 2004, we served approximately 1.3 million residential, commercial,
industrial, agricultural and motor fuel customers from approximately 650
district locations in 46 states. Typically, district locations are found in
suburban and rural areas where natural gas is not available.

     We sell propane in retail and wholesale markets. Our retail markets are
residential, commercial/industrial, motor fuel and agricultural. Approximately
82% of our fiscal 2004 sales (based on gallons sold) were to retail accounts and
approximately 18% were to wholesale customers. Sales to residential customers in
fiscal 2004 represented approximately 42% of retail gallons sold;
industrial/commercial customers 33%; motor fuel customers 12%; and agricultural
customers 7%. Transport gallons, which are large-scale deliveries to retail
customers other than residential, accounted for 6% of fiscal 2004 retail
gallons. No single customer represents, or is anticipated to represent, more
than 5% of our consolidated annual revenues.

     In the residential market, which includes both conventional and
manufactured housing, propane is used primarily for home heating, water heating
and cooking purposes. Commercial users, which include motels, hotels,
restaurants and retail stores, generally use propane for the same purposes as
residential customers. Industrial customers use propane to fire furnaces, as a
cutting gas and in other process applications. Other industrial customers are
large-scale heating accounts and local gas utility customers who use propane as
a supplemental fuel to meet peak load deliverability requirements. As a motor
fuel, propane is burned in internal combustion engines that power over-the-road
vehicles, forklifts and stationary engines. Agricultural uses include tobacco
curing, chicken brooding and crop drying. In our wholesale operations, we sell
propane to large industrial end-users and other propane operators.

     We are a holding company, and we conduct our business principally through
our operating partnership, AmeriGas Propane, L.P., and its subsidiary, AmeriGas
Eagle Propane, L.P.

     The common units of AmeriGas Partners, representing limited partnership
interests, trade on the New York State Exchange under the symbol "APU."

                             AMERIGAS FINANCE CORP.

     AmeriGas Finance Corp. is one of our wholly owned subsidiaries. It has
nominal assets and does not and will not conduct any operations or have any
employees. It was formed in 1995 for the sole purpose of acting as co-obligor of
notes that we may issue from time to time. AmeriGas Finance Corp. is acting as
co-obligor for the exchange notes solely to allow certain institutional
investors that might otherwise not be able to invest in our securities because
we are a limited partnership, by reason of the legal investment laws of their
states of organization or their charters, to invest in the exchange notes.
AmeriGas Finance Corp. will not pay any

                                        1


interest with respect to the exchange notes. It is anticipated that AmeriGas
Finance Corp. will not make any payment with respect to the exchange notes.

                                 OUR STRUCTURE

     AmeriGas Propane, Inc., our sole general partner and a wholly owned
indirect subsidiary of UGI Corporation (NYSE: UGI), manages our activities and
conducts our business. We also utilize the employees of, and management services
provided by, UGI Corporation. The chart set forth in Exhibit 99.6 depicts our
organization and ownership structure. The percentages reflected in the chart
represent the aggregate ownership interest in us and our operating partnership,
individually, and not on an aggregate basis. Aggregate ownership of the
operating partnership is shown in the box "Effective ownership interests in
AmeriGas Propane, L.P." in the organizational chart.

                                        2


                               THE EXCHANGE OFFER

     On May 3, 2005, we completed the private offering of $415 million aggregate
principal amount of our original notes in a transaction exempt from the
registration requirements of the Securities Act. Simultaneously with that
transaction, we entered into a registration rights agreement with the initial
purchasers of the original notes, in which we agreed to deliver this prospectus
to you and to complete an exchange offer for the original notes. Below is a
summary of the exchange offer.

TERMS OF THE OFFER............   We are offering to exchange the exchange notes
                                 for a like principal amount of our outstanding
                                 original notes. Original notes may only be
                                 tendered in denominations of $2,000 in
                                 principal amount and integral multiples of
                                 $1,000 in excess thereof. See "The Exchange
                                 Offer -- Terms of the Exchange."

RESALE OF EXCHANGE NOTES......   Based upon the position of the staff of the SEC
                                 as described in previous no-action letters, we
                                 believe that the exchange notes issued pursuant
                                 to the exchange offer in exchange for original
                                 notes may be offered for resale, resold and
                                 otherwise transferred by you without compliance
                                 with the registration and prospectus delivery
                                 provisions of the Securities Act, provided
                                 that:

                                 - you are acquiring the exchange notes in the
                                   ordinary course of your business;

                                 - you have not engaged in, do not intend to
                                   engage in, and have no arrangement or
                                   understanding with any person to participate
                                   in a distribution of the exchange notes; and

                                 - you are not our "affiliate" as defined under
                                   Rule 405 of the Securities Act.

                                 We do not intend to apply for listing of the
                                 exchange notes on any securities exchange or to
                                 seek approval for quotation through an
                                 automated quotation system. Accordingly, there
                                 can be no assurance that an active market will
                                 develop upon completion of the exchange offer
                                 or, if developed, that such market will be
                                 sustained or be sufficiently liquid. Each
                                 participating broker-dealer that receives
                                 exchange notes for its own account in the
                                 exchange offer in exchange for original notes
                                 that were acquired as a result of market-making
                                 or other trading activity must acknowledge that
                                 it will deliver a prospectus in connection with
                                 any resale of exchange notes. See "Plan of
                                 Distribution."

CONSEQUENCES IF YOU DO NOT
EXCHANGE YOUR ORIGINAL
NOTES.........................   Original notes that are not tendered in the
                                 exchange offer or are not accepted for exchange
                                 will continue to bear legends restricting their
                                 transfer. You will not be able to offer or sell
                                 such original notes:

                                 - except under an exemption from the
                                   requirements of the Securities Act; or

                                 - unless the original notes are registered
                                   under the Securities Act.

                                 After the exchange offer is closed, we will no
                                 longer have an obligation to register the
                                 original notes, subject to a limited exception.
                                 See "Risk Factors -- If you fail to exchange
                                 your

                                        3


                                 original notes, they will continue to be
                                 restricted securities and may become less
                                 liquid."

EXPIRATION DATE...............   The exchange offer expires at 5:00 P.M., New
                                 York City time, on           , 2005, unless
                                 extended. See "The Exchange Offer -- Expiration
                                 Date; Extensions; Amendments."

EXCHANGE DATE; ISSUANCE OF
EXCHANGE NOTES................   The date of acceptance for exchange of the
                                 original notes is the exchange date, which will
                                 be the first business day following the
                                 expiration date of the exchange offer. We will
                                 issue exchange notes in exchange for original
                                 notes tendered and accepted in the exchange
                                 offer promptly following the exchange date. See
                                 "The Exchange Offer -- Terms of the Exchange".

CERTAIN CONDITIONS TO THE
EXCHANGE OFFER................   The exchange offer is subject to certain
                                 customary conditions, which we may waive. See
                                 "The Exchange Offer -- Conditions to the
                                 Exchange Offer".

SPECIAL PROCEDURES FOR
BENEFICIAL HOLDERS............   If you beneficially own original notes which
                                 are registered in the name of a broker, dealer,
                                 commercial bank, trust company or other nominee
                                 and you wish to tender in the exchange offer,
                                 you should contact such registered holder
                                 promptly and instruct such person to tender on
                                 your behalf. If you wish to tender in the
                                 exchange offer on your own behalf, you must,
                                 prior to completing and executing the letter of
                                 transmittal and delivering your original notes,
                                 either arrange to have the original notes
                                 registered in your name or obtain a properly
                                 completed bond power from the registered
                                 holder. The transfer of registered ownership
                                 may take considerable time. See "The Exchange
                                 Offer -- Procedures for Tendering."

UNITED STATES FEDERAL INCOME
TAX CONSEQUENCES..............   We believe your exchange of original notes for
                                 exchange notes to be issued in the exchange
                                 offer will not result in any gain or loss to
                                 you for United States federal income tax
                                 consequences. See "Certain Material United
                                 States Federal Income and Estate Tax
                                 Considerations."

ACCOUNTING TREATMENT..........   We will not recognize any gain or loss for
                                 accounting purposes upon the completion of the
                                 exchange offer. The expenses of the exchange
                                 offer that we pay will increase our deferred
                                 financing costs in accordance with generally
                                 accepted accounting principles. See "The
                                 Exchange Offer -- Accounting Treatment".

WITHDRAWAL RIGHTS.............   You may withdraw your tender at any time before
                                 the exchange offer expires. See "The Exchange
                                 Offer -- Withdrawal of Tenders."

USE OF PROCEEDS...............   We will not receive any proceeds from the
                                 exchange or the issuance of the exchange notes
                                 in connection with the exchange offer. See "Use
                                 of Proceeds."

EXCHANGE AGENT................   Wachovia Bank, National Association is serving
                                 as the exchange agent in connection with the
                                 exchange offer. The address and telephone and
                                 facsimile numbers of the exchange agent are
                                 listed under the heading "The Exchange
                                 Offer -- Exchange Agent."

                                        4


                               THE EXCHANGE NOTES

     The terms of the exchange notes and the original notes are identical in all
material respects, except:

     - the exchange notes will have been registered under the Securities Act;

     - the exchange notes will not contain the transfer restrictions and
       registration rights that relate to the original notes; and

     - the exchange notes will not contain provisions relating to the payment of
       additional interest to the holders of the original notes under the
       circumstances related to the timing of the exchange offer.

     When we refer to "notes" in this prospectus, we are referring to both the
original notes and the exchange notes. A brief description of the material terms
of the exchange notes follows.

Co-Issuers....................   AmeriGas Partners, L.P. and AmeriGas Finance
                                 Corp.

Notes Offered.................   Up to $415 million principal amount of 7.25%
                                 Series B senior notes due 2015.

Maturity Date.................   May 20, 2015

Interest Rate and Payment
Dates.........................   Interest on the exchange notes will accrue at
                                 the rate of 7.25% per annum, payable
                                 semiannually in cash in arrears on each May 20
                                 and November 20, commencing on November 20,
                                 2005.

Optional Redemption...........   On or after May 20, 2010, we may redeem the
                                 exchange notes at the redemption prices listed
                                 in "Description of the Notes -- Optional
                                 Redemption." Prior to May 20, 2008, we may
                                 redeem up to 35% of the original principal
                                 amount of the notes with the proceeds of a
                                 registered public offering of our common equity
                                 at the price specified in "Description of the
                                 Notes -- Optional Redemption."

Mandatory Offer to
Repurchase....................   If we experience specific kinds of changes in
                                 control, we must offer to repurchase the
                                 exchange notes at 101% of their principal
                                 amount, plus accrued and unpaid interest. See
                                 "Description of the Notes -- Repurchase at the
                                 Option of the Noteholders."

Ranking.......................   The exchange notes will be senior unsecured
                                 joint and several obligations of AmeriGas
                                 Partners, L.P. and AmeriGas Finance Corp. The
                                 exchange notes will rank pari passu in right of
                                 payment with all of the other existing and
                                 future senior indebtedness and senior in right
                                 of payment to all of the existing and future
                                 subordinated indebtedness. The exchange notes
                                 will be effectively subordinated to all
                                 existing and future secured and unsecured
                                 indebtedness and other liabilities of our
                                 subsidiaries, including our operating
                                 partnership. A significant portion of the
                                 operating partnership's assets have been
                                 pledged to secure indebtedness under the first
                                 mortgage notes, a bank term loan and the bank
                                 credit facilities of the operating partnership.
                                 As of June 30, 2005, AmeriGas Partners, L.P.
                                 had approximately $489.9 million of aggregate
                                 indebtedness and the aggregate indebtedness of
                                 our operating partnership and its subsidiaries
                                 was approximately $439.5 million. The exchange
                                 notes will be non-recourse to our general
                                 partner.

                                        5


Certain Covenants.............   The original notes are, and the exchange notes
                                 will be, issued under an indenture with
                                 Wachovia Bank, National Association, as
                                 trustee. The indenture governing the notes,
                                 among other things, restricts our ability to:

                                 - make distributions or make certain other
                                   restricted payments;

                                 - borrow money or issue preferred stock;

                                 - enter into sale and leaseback transactions;

                                 - incur liens;

                                 - permit our subsidiaries to make distributions
                                   or make certain other restricted payments;

                                 - sell certain assets or merge with or into
                                   other companies;

                                 - enter into transactions with affiliates; and

                                 - engage in certain lines of business.

                                 These covenants are subject to a number of
                                 important qualifications and limitations. For
                                 more details, see "Description of the
                                 Notes -- Certain Covenants."

                                  RISK FACTORS

     See the section entitled "Risk Factors" for a description of certain of the
risks you should consider before participating in the exchange offer.

                             ADDITIONAL INFORMATION

     Our executive offices are located at 460 North Gulph Road, King of Prussia,
Pennsylvania 19406. Our telephone number is (610) 337-1000 and our website
address is http://www.amerigas.com. The information on our website does not
constitute a part of this prospectus. The reference to our website address is
intended as an inactive textual reference only.

                                        6


                                  RISK FACTORS

     You should carefully consider the information set forth below as well as
other information contained in or incorporated by reference into this prospectus
before participating in this exchange offer. Any of these risks could materially
and adversely affect our business, results of operations and financial
condition, which in turn could materially and adversely affect our ability to
pay interest or principal on the exchange notes and could materially and
adversely affect the trading price of our securities.

RISKS RELATED TO THE EXCHANGE OFFER

  IF YOU FAIL TO EXCHANGE YOUR ORIGINAL NOTES, THEY WILL CONTINUE TO BE
  RESTRICTED SECURITIES AND MAY BECOME LESS LIQUID.

     Original notes that you do not tender or we do not accept will, following
the exchange offer, continue to be restricted securities, and you may not offer
to sell them except under an exemption from, or in a transaction not subject to,
the Securities Act and applicable state securities laws. We will issue exchange
notes in exchange for the original notes in the exchange offer only following
the satisfaction of the procedures and conditions set forth in "The Exchange
Offer -- Procedures for Tendering." Such procedures and conditions include
timely receipt by the exchange agent of such original notes and of a properly
completed and duly executed letter of transmittal. Because we anticipate that
most holders of original notes will elect to exchange their original notes, we
expect that the liquidity of the market for the original notes remaining after
the completion of the exchange offer will be substantially limited. Any original
notes tendered and exchanged in the exchange offer will reduce the aggregate
principal amount at maturity of the original notes outstanding. Following the
exchange offer, if you did not tender your original notes you generally will not
have any further registration rights, and such original notes will continue to
be subject to certain transfer restrictions. Accordingly, the liquidity of the
market for original notes could be adversely affected.

  YOU MAY HAVE DIFFICULTY SELLING THE EXCHANGE NOTES BECAUSE A TRADING MARKET
  MAY NOT DEVELOP FOR THEM.

     The exchange notes are being offered to the holders of the original notes,
which were issued on May 3, 2005 to a small number of institutional investors.
We do not intend to apply for listing or quotation of the exchange notes on any
exchange. Consequently, we do not know the extent to which investor interest
will lead to the development of a trading market or how liquid that market might
be. As a result, the market price of the exchange notes could be adversely
affected.

  BROKER-DEALERS MAY NEED TO COMPLY WITH THE REGISTRATION AND PROSPECTUS
  DELIVERY REQUIREMENTS OF THE SECURITIES ACT.

     Any broker-dealer that (1) exchanges its original notes in the exchange
offer for the purpose of participating in a distribution of the exchange notes
or (2) resells exchange notes that were received by it for its own account in
the exchange offer may be required to comply with the registration and
prospectus delivery requirements of the Securities Act in connection with any
resale transaction by that broker-dealer. Any profit on the resale of the
exchange notes and any commission or concessions received by a broker-dealer may
be deemed to be underwriting compensation under the Securities Act.

  YOU MAY NOT RECEIVE EXCHANGE NOTES IN THE EXCHANGE OFFER IF THE EXCHANGE OFFER
  PROCEDURE IS NOT FOLLOWED.

     We will issue the exchange notes in exchange for your original notes only
if you properly tender the original notes before expiration of the exchange
offer. Neither the exchange agent nor we are under any duty to give notification
of defects or irregularities with respect to the tenders of original notes for
exchange. If you are the beneficial holder of original notes that are held
through your broker, dealer, commercial bank, trust company or other nominee,
and you wish to tender in the exchange offer, you should promptly contact the
person through whom your original notes are held and instruct that person to
tender on your behalf.

                                        7


RISKS RELATING TO THE EXCHANGE NOTES

  WE ARE A HOLDING COMPANY AND HAVE NO MATERIAL OPERATIONS OR ASSETS.
  ACCORDINGLY, NOTEHOLDERS WILL BE PAID ONLY IF WE RECEIVE DISTRIBUTIONS FROM
  OUR OPERATING PARTNERSHIP AFTER IT MEETS ITS OWN FINANCIAL OBLIGATIONS.

     We are a holding company for our subsidiaries, with no material operations
and only limited assets. Our co-obligor, AmeriGas Finance Corp., is our
wholly-owned finance subsidiary that conducts no business and has nominal
assets. We are dependent on cash distributions from our operating partnership,
AmeriGas Propane, L.P., and its subsidiary, AmeriGas Eagle Propane, L.P., to
service our debt obligations. Our obligations under the notes will be
non-recourse to our general partner and our operating partnership. Therefore,
should we fail to pay the interest or principal on the exchange notes or breach
any of our other obligations under the exchange notes or the indenture, you will
not be able to obtain any such payments or obtain any other remedy from our
general partner, the operating partnership or any of their affiliates, which
will not be liable for any of our obligations under the indenture or the
exchange notes.

     Holders of exchange notes will not receive payments required by the
exchange notes unless our operating partnership is able to make distributions to
us after it first satisfies its obligations under the terms of its own borrowing
arrangements, and reserves any necessary amounts to meet its own financial
obligations. Our operating partnership is required to distribute all of its
available cash each quarter, less the amount of cash reserves that AmeriGas
Propane, Inc., our operating partnership's general partner and our general
partner, determines is necessary or appropriate in its reasonable discretion to
provide for the proper conduct of our operating partnership's business, to
enable it to make distributions to us so that we can make timely distributions
to our limited partners and general partner under our partnership agreement over
the next four quarters, or to comply with applicable law or any of our operating
partnership's debt or other agreements.

     The agreements governing the operating partnership's first mortgage notes
(the terms of which are briefly summarized below under "Description of Other
Indebtedness -- First Mortgage Notes"), bank term loan (the terms of which are
briefly summarized below under "Description of Other Indebtedness -- Bank Term
Loan") and bank credit facilities (the terms of which are briefly summarized
below under "Description of Other Indebtedness -- Bank Credit Facilities")
require the operating partnership to include in its cash reserves amounts for
future required payments. This limits the amount of available cash that the
operating partnership may distribute to us each quarter.

     In addition, the agreements governing the first mortgage notes, bank term
loan and bank credit facilities only permit quarterly distributions by the
operating partnership to us if no default exists under those agreements. Those
agreements each contain various negative and affirmative covenants applicable to
the operating partnership and require the operating partnership to maintain
specified financial ratios. If the operating partnership violates any of these
covenants or requirements, a default may result and distributions to us would be
limited.

  NOTEHOLDERS MAY NOT RECEIVE PAYMENTS UNDER THE EXCHANGE NOTES BECAUSE WE ARE
  REQUIRED TO DISTRIBUTE ALL OF OUR AVAILABLE CASH AND ARE NOT REQUIRED TO
  ACCUMULATE CASH FOR THE PURPOSE OF MEETING OUR FUTURE OBLIGATIONS TO
  NOTEHOLDERS.

     Subject to the limitations on restricted payments contained in the
indenture governing the exchange notes and the indentures governing our existing
10% and 8 7/8% senior notes, our partnership agreement requires us to distribute
all of our available cash each quarter to our limited partners and our general
partner. As a result of these distribution requirements, we may not accumulate
significant amounts of cash. Therefore, if our operating partnership cannot make
distributions, we may not have enough cash available to make payments on the
exchange notes.

  THE EXCHANGE NOTES WILL BE STRUCTURALLY SUBORDINATED TO ALL INDEBTEDNESS OF
  OUR OPERATING PARTNERSHIP AND ITS SUBSIDIARIES.

     The exchange notes will be structurally subordinated to all existing and
future claims of creditors of our operating partnership and its subsidiaries.
This is because these creditors will have priority as to the assets of our
operating partnership and its subsidiaries over our claims and, indirectly
thereby, the claims of the holders of the exchange notes. Thus, the exchange
notes are effectively subordinated to the claims of the lenders under
                                        8


the bank term loan and the bank credit facilities, the holders of the first
mortgage notes, trade creditors and all possible future creditors of any of our
subsidiaries.

  OUR SUBSTANTIAL DEBT COULD IMPAIR OUR FINANCIAL CONDITION AND OUR ABILITY TO
  FULFILL OUR DEBT OBLIGATIONS.

     We have substantial indebtedness. As of June 30, 2005, we and our operating
partnership on a consolidated basis had total indebtedness of approximately
$929.4 million, consisting of $795.7 million of long-term debt, current
maturities of $118.7 million and $15.0 million under bank credit facilities. Our
partners' capital totaled $273.9 million resulting in a ratio of debt to
partners' capital of 3.39 to 1.

     Holders of our operating partnership's indebtedness of $439.5 million as of
June 30, 2005 will have superior rights to those of the noteholders. Holders of
our outstanding $60.0 million principal amount of 10% senior notes and $14.6
million principal amount of 8 7/8% senior notes will rank equally with the
exchange notes. As of June 30, 2005, we had $102.2 million available under our
operating partnership's bank credit facilities. Subject to the restrictions
under the bank credit facilities, the bank term loan, the first mortgage notes,
the indentures governing the 10% senior notes and 8 7/8% senior notes now
outstanding (the terms of which are briefly summarized below under "Description
of Other Indebtedness"), and the indenture relating to the exchange notes, our
operating partnership may incur significant additional indebtedness.

     Our substantial indebtedness could have important consequences to you. For
example, it could:

     - make it more difficult for our operating partnership to distribute cash
       for us to satisfy our obligations with respect to the exchange notes;

     - limit our flexibility in planning for, or reacting to, changes in our
       business and the industry in which we operate; and

     - place us at a competitive disadvantage compared to our competitors that
       have proportionately less debt.

     If we are unable to meet our debt service obligations, we could be forced
to restructure or refinance our indebtedness, seek additional equity capital or
sell assets. We may be unable to obtain financing or sell assets on satisfactory
terms, or at all.

  DESPITE OUR SUBSTANTIAL INDEBTEDNESS, WE MAY STILL INCUR SIGNIFICANTLY MORE
  DEBT, WHICH COULD FURTHER EXACERBATE THE RISKS DESCRIBED ABOVE.

     Covenants under our bank term loan, bank credit facilities, existing first
mortgage notes and existing indentures (including the indenture governing the
exchange notes) limit our ability and the ability of our operating partnership
to incur additional indebtedness. However, the terms of these existing documents
permit us to incur significant additional indebtedness, including unused
availability under our revolving credit facility included in our bank credit
facilities. As of June 30, 2005, we had the right to borrow up to an additional
$102.2 million under our bank credit facilities. In addition, our bank credit
facilities do not prevent us, nor will the indenture prevent us, from incurring
obligations that do not constitute indebtedness as defined in those documents.
To the extent that we incur additional indebtedness or such other obligations,
the risks associated with our substantial leverage described above, including
our possible inability to service our debt, would increase.

  RESTRICTIVE COVENANTS IN THE AGREEMENTS GOVERNING OUR INDEBTEDNESS AND THE
  INDEBTEDNESS OF OUR OPERATING PARTNERSHIP MAY REDUCE OUR OPERATING
  FLEXIBILITY.

     The indenture governing the exchange notes, the indenture governing our
existing 10% and 8 7/8% senior notes and the bank term loan, bank credit
facilities and the existing first mortgage notes contain various covenants that
limit our ability to:

     - incur other indebtedness;

     - engage in transactions with affiliates;

     - incur liens;
                                        9


     - make certain restricted payments;

     - enter into certain business combinations and asset sale transactions;

     - engage in new lines of business; and

     - make investments.

     These restrictions could limit our ability and the ability of our operating
partnership to obtain future financings, make needed capital expenditures,
withstand a future downturn in the economy or our business, conduct operations
or otherwise take advantage of business opportunities that may arise.

     The agreements relating to the bank term loan, bank credit facilities and
first mortgage notes also require the operating partnership to maintain
specified financial ratios and satisfy other financial conditions. The ability
of the operating partnership to meet those financial ratios and conditions can
be affected by events beyond its control, such as weather conditions and general
economic conditions. Accordingly, the operating partnership may be unable to
meet those financial ratios and conditions. Our breach of any of these covenants
or the operating partnership's failure to meet any of those financial ratios or
conditions could result in a default under the terms of the relevant
indebtedness, which could cause such indebtedness, and by reason of cross-
default provisions, the exchange notes, to become immediately due and payable.
If we were unable to repay those amounts, the lenders could initiate a
bankruptcy proceeding or liquidation proceeding or proceed against the
collateral granted to them to secure that indebtedness. If the lenders under the
bank term loan, bank credit facilities or the first mortgage notes accelerate
the repayment of borrowings, we may not have sufficient assets to repay our
indebtedness, including the exchange notes.

  OUR FAILURE TO COMPLY WITH THE COVENANTS CONTAINED IN THE AGREEMENTS RELATING
  TO THE BANK TERM LOAN, BANK CREDIT FACILITIES AND OUR EXISTING FIRST MORTGAGE
  NOTES, EXISTING INDENTURES (INCLUDING THE INDENTURE GOVERNING THE EXCHANGE
  NOTES) OR OUR OTHER DEBT AGREEMENTS, INCLUDING AS A RESULT OF EVENTS BEYOND
  OUR CONTROL, COULD RESULT IN AN EVENT OF DEFAULT THAT COULD MATERIALLY AND
  ADVERSELY AFFECT OUR OPERATING FLEXIBILITY.

     Our bank term loan and bank credit facilities require us to maintain
specified consolidated interest coverage and consolidated leverage ratios (as
such terms are defined in the bank term loan and bank credit facilities). In
addition, our bank term loan, bank credit facilities, existing first mortgage
notes and indentures (including the indenture governing the exchange notes)
require us to comply with various operational and other covenants. If there were
an event of default under any of our debt instruments that was not cured or
waived, the holders of the defaulted debt could cause all amounts outstanding
with respect to the debt to be due and payable immediately, which in turn would
result in cross defaults under our other debt instruments. The cash
distributions we receive from our operating partnership may not be sufficient to
fully repay borrowings under our outstanding debt instruments, either upon
maturity or if accelerated upon an event of default.

     If, when required, we are unable to repay, refinance or restructure our
indebtedness under, or amend the covenants contained in, our bank credit
facilities, or if a default otherwise occurs, the lenders under our bank credit
facilities could elect to terminate their commitments thereunder, cease making
further loans, declare all borrowings outstanding, together with accrued
interest and other fees, to be immediately due and payable, institute
foreclosure proceedings against those assets that secure the borrowings under
our bank credit facilities and prevent us from making payments on the exchange
notes. Any such actions could force us into bankruptcy or liquidation, and we
cannot provide any assurance that we could repay our obligations under the
exchange notes in such an event.

  YOU MAY NOT KNOW WHETHER WE ARE OBLIGATED TO PURCHASE THE EXCHANGE NOTES UPON
  A CHANGE OF CONTROL BECAUSE OF THE AMBIGUITY AS TO THE MEANING OF A SALE OF
  "ALL OR SUBSTANTIALLY ALL" OF OUR ASSETS.

     The indenture governing the exchange notes provides that you may require us
to purchase your exchange notes at 101% of their principal amount, plus accrued
and unpaid interest, upon the occurrence of any "change of control" event
specified in the indenture for the exchange notes and summarized in this
prospectus under "Description of the Notes." The events that trigger a change of
control include a sale of all or substantially all of our assets. The meaning of
"all or substantially all" varies according to the facts and circumstances of
the

                                        10


subject transaction and has no clearly established meaning under New York law,
which is the law that governs the indenture. This ambiguity as to when a sale of
all or substantially all of our assets has occurred may make it difficult for
holders of the exchange notes to determine whether we have properly identified a
change of control.

  WE ARE NOT LIKELY TO BE ABLE TO PURCHASE THE EXCHANGE NOTES UPON A CHANGE OF
  CONTROL.

     We are not likely to be able to purchase your exchange notes upon a change
of control as defined in the indenture because the existing holders of our 10%
Senior Notes due 2006 in an aggregate principal amount of $60.0 million and of
our operating partnership's first mortgage notes in the aggregate principal
amount of $378.7 million as of June 30, 2005 will also have a purchase right
upon the change of control. In addition, we may be unable to purchase your
exchange notes because the agreements governing the first mortgage notes
restrict our ability to redeem or repurchase the exchange notes out of
distributions from our operating partnership, the agreements governing the first
mortgage notes, bank term loan and the bank credit facilities limit our
operating partnership's ability to make distributions to the partnership and we
are not likely to have sufficient immediate financial resources for the
repurchase.

     A change of control under the indenture will result in an event of default
permitting the acceleration of the debt under the indenture if we fail to
purchase exchange notes upon the demand of the holders. Such event of default
will result in an event of default permitting the acceleration of the debt under
the agreements governing the first mortgage notes and the agreements governing
the bank term loan and bank credit facilities, provided that the amount in
default exceeds $7.5 million. We and our operating partnership would be unable
to repay simultaneously all of our indebtedness upon the acceleration of our
debt.

     In addition, a change of control under the indenture will result in an
event of default under the agreement governing the bank term loan and bank
credit facilities if the change of control results in UGI Corporation not owning
directly or indirectly 100% of the general partnership interests in the
operating partnership and at least a 30% ownership interest in the operating
partnership. A change of control under the indenture will result in an event of
default under the agreements for the first mortgage notes if the change of
control results in our general partner not owning directly or indirectly at
least 30% of our partnership interests and the partnership interests of our
operating partnership or ceasing to be a wholly-owned subsidiary of UGI
Corporation, our sole general partner or the sole general partner of our
operating partnership. Such events of default under the bank term loan, bank
credit facilities and the agreements governing the first mortgage notes would
permit the banks and the holders of the first mortgage notes to accelerate
repayment of the indebtedness owed to them. An acceleration of the indebtedness
under the bank term loan and bank credit facilities or the first mortgage note
agreements would result in an event of default under our indenture entitling the
holders of the exchange notes to declare the exchange notes due and payable as
long as the aggregate amount of such indebtedness is $10 million or more. We and
our operating partnership would be unable to repay simultaneously all of our
indebtedness upon the acceleration of our debt.

     You will not have any purchase rights when a transaction takes place that
does not meet the definition of a change of control under the indenture because
the transaction involves UGI Corporation, any of its subsidiaries or any entity
in which UGI Corporation or any of its subsidiaries beneficially owns at least
51% of the entity's voting stock. In addition, you will not have any purchase
rights when a transaction takes place that is not a change of control under the
indenture, including an acquisition, refinancing or other recapitalization,
notwithstanding the fact that the transaction increases the amount of our
indebtedness outstanding or otherwise affects our capital structure or credit
ratings or adversely affects the holders of the exchange notes in some other
way.

                                        11


  THERE MAY BE NO TRADING MARKET FOR THE EXCHANGE NOTES.

     We do not intend to list the exchange notes to be issued under this
prospectus on any securities exchange or to seek approval for quotations through
any automated quotation system. There is a risk that:

     - a liquid market for the exchange notes will not develop;

     - you will not be able to sell your exchange notes; or

     - you will not receive any specific price upon any sale of the exchange
       notes.

     If a public market for the exchange notes did develop, the exchange notes
could trade at prices that may be higher or lower than their principal amount or
purchase price, depending on many factors, including prevailing interest rates,
the market for similar exchange notes and our financial performance.

  ISSUANCE OF THE EXCHANGE NOTES MAY BE SUBJECT TO FRAUDULENT CONVEYANCE LAWS.

     Under applicable provisions of the U.S. Bankruptcy Code or comparable
provisions of state fraudulent transfer or conveyance laws, if at the time we
incurred the debt evidenced by the exchange notes we either:

          (1) incurred the indebtedness with the intent to hinder, delay or
     defraud creditors; or

          (2) received less than reasonably equivalent value or fair
     consideration for incurring the indebtedness, and

     - were insolvent at the time of incurrence;

     - were rendered insolvent by reason of the incurrence (and the application
       of the proceeds thereof);

     - were engaged or were about to engage in a business or transaction for
       which our remaining assets constituted unreasonably small capital to
       carry on our business; or

     - intended to incur, or believed that we would incur, debts beyond our
       ability to pay the debts as they matured;

then, in each case, a court of competent jurisdiction could (1) void, in whole
or in part, the exchange notes, and direct the repayment of any amounts paid
thereunder to our creditors, (2) subordinate the exchange notes to our
obligations to our existing and future creditors or (3) take other actions
detrimental to the noteholders.

RISKS INHERENT IN OUR BUSINESS

  DECREASES IN THE DEMAND FOR PROPANE BECAUSE OF WARMER WEATHER ADVERSELY AFFECT
  OUR RESULTS OF OPERATIONS.

     Weather conditions have a significant impact on the demand for propane for
both heating and agricultural purposes. Many of our customers rely heavily on
propane as a heating fuel. Accordingly, the volume of propane sold is at its
highest during the five-month peak heating season of November through March and
is directly affected by the severity of the winter weather. Approximately 55% to
60% of our annual retail propane volumes are sold during these months. During
fiscal 2005 and in certain prior years, warmer-than-normal weather in our
service territories reduced demand for propane and other energy sources for
heating purposes below normal levels, which had an adverse effect on our
operating results. Normal winter weather in our service territories may not
occur in the future.

  OUR ABILITY TO INCREASE REVENUES IS ADVERSELY AFFECTED BY THE MATURITY OF, AND
  COMPETITION WITHIN, THE RETAIL PROPANE INDUSTRY.

     The retail propane industry is mature, with only modest growth in total
demand for the product foreseen. Therefore, our ability to grow within the
industry is dependent on our ability to acquire other retail distributors and to
achieve internal growth, which includes expansion of our PPX Prefilled Propane
Xchange Program (through which consumers can exchange an empty propane grill
cylinder for a filled one) and our Strategic Accounts Program (through which we
encourage large, multi-location propane users to enter into a supply
                                        12


agreement with us rather than with many small suppliers), as well as the success
of our marketing programs designed to attract and retain customers. If we are
unable to compete effectively in the propane business, we may lose existing
customers or fail to acquire new customers, thereby reducing or limiting any
increase in revenues.

     We compete with other distributors of propane, including several major
companies and thousands of small independent operators. In recent years, some
rural electric cooperatives and fuel oil distributors have expanded their
businesses to include propane distribution, and we compete with them as well.
Competitive pricing in our industry limits our ability to increase revenues.

  OUR OPERATIONS MAY BE ADVERSELY AFFECTED BY COMPETITION FROM OTHER ENERGY
  SOURCES.

     Propane competes with other sources of energy, some of which are less
costly for equivalent energy value. We compete for customers against suppliers
of electricity, fuel oil and natural gas. Electricity is a major competitor of
propane, but propane generally enjoys a competitive price advantage over
electricity for space heating, water heating and cooking.

     Fuel oil is also a major competitor of propane and is generally less
expensive than propane. Furnaces and appliances that burn propane will not
operate on fuel oil and vice versa, however, so a conversion from one fuel to
the other requires the installation of new equipment. Our customers generally
have an incentive to switch to fuel oil only if fuel oil becomes significantly
less expensive than propane. Except for certain industrial and commercial
applications, propane is generally not competitive with natural gas in areas
where natural gas pipelines already exist because natural gas is generally a
less expensive source of energy than propane. The gradual expansion of the
nation's natural gas distribution systems has resulted in the availability of
natural gas in some areas that previously depended upon propane. In addition, we
cannot predict the effect that the development of alternative energy sources
might have on our operations.

  OUR PROFITABILITY IS SUBJECT TO PRICING AND INVENTORY RISK.

     The retail propane business is a "margin-based" business in which gross
profits are dependent upon the excess of the sales price over the propane supply
costs. Propane is a commodity, and, as such, its unit price is subject to
volatile fluctuations in response to changes in supply or other market
conditions. We have no control over these market conditions. Consequently, the
unit price of the propane that we and other marketers purchase can change
rapidly over a short period of time. Most of our product supply contracts permit
suppliers to charge posted prices at the time of delivery or the current prices
established at major storage points such as Mont Belvieu, Texas or Conway,
Kansas. Because our profitability is sensitive to changes in wholesale propane
supply costs, it will be adversely affected if we cannot pass on increases in
the cost of propane to our customers, as we did in fiscal 2004. Due to
competitive pricing in the industry, we may not be able to pass on product cost
increases to our customers when product costs rise rapidly, or when our
competitors do not raise their product prices. In addition, high product prices
have led to customer conservation, resulting in reduced demand. Finally, market
volatility may cause us to sell inventory at less than the price we purchased
it, which would adversely affect our operating results.

  WE ARE DEPENDENT ON OUR PRINCIPAL SUPPLIERS, WHICH INCREASES THE RISKS FROM AN
  INTERRUPTION IN SUPPLY AND TRANSPORTATION.

     During fiscal 2004, we purchased approximately 83% of our propane from 10
suppliers. If supplies from these sources were interrupted, the cost of
procuring replacement supplies and transporting those supplies from alternative
locations might be materially higher and, at least on a short-term basis,
margins could be adversely affected. Additionally, in certain market areas some
of our suppliers provide 70% to 80% of our propane requirements. Disruptions in
supply in these areas could also have an adverse impact on our margins.

  WE ARE SUBJECT TO OPERATING AND LITIGATION RISKS THAT MAY NOT BE COVERED BY
  INSURANCE.

     Our operations are subject to all of the operating hazards and risks
normally incidental to handling, storing, transporting and otherwise providing
combustible liquids such as propane for use by consumers. As a
                                        13


result, we are sometimes a defendant in legal proceedings and litigation arising
in the ordinary course of business. We maintain insurance policies with insurers
in such amounts and with such coverages and deductibles as we believe are
reasonable and prudent. There can be no assurance, however, that such insurance
will be adequate to protect us from all material expenses related to potential
future claims for personal and property damage or that such levels of insurance
will be available in the future at economical prices.

  OUR ABILITY TO GROW WILL BE ADVERSELY AFFECTED IF WE ARE NOT SUCCESSFUL IN
  MAKING ACQUISITIONS AND OUR PROFITABILITY MAY BE ADVERSELY AFFECTED BY THE
  TERMS OF OUR INDEBTEDNESS.

     We have historically expanded our propane business through acquisitions. We
regularly consider and evaluate opportunities for growth through the acquisition
of local, regional and national propane distributors. We may choose to finance
future acquisitions with debt, equity, cash or a combination of the three. There
is significant competition for acquisitions among publicly traded master limited
partnerships engaged in the propane distribution business. We believe that there
are numerous potential acquisition candidates in the industry, some of which
represent acquisition opportunities that would be material to us. There can be
no assurance that we will find attractive acquisition candidates in the future,
that we will be able to acquire such candidates on economically acceptable
terms, that any acquisitions will not be dilutive to earnings and distributions
or that any additional debt incurred to finance an acquisition will not affect
our ability to make distributions. In addition, our bank credit agreement and
our first mortgage notes impose restrictions on our ability to make acquisitions
through AmeriGas Eagle Propane, L.P.

  IF ENERGY CONSERVATION, EFFICIENCY AND TECHNOLOGY TRENDS CONTINUE TO DECREASE
  DEMAND FOR PROPANE, OUR REVENUE WILL DECREASE.

     Retail customers primarily use propane for home heating, water heating and
cooking purposes. Energy conservation and efficiency measures and advances in
heating, conservation and other devices decrease demand for propane. Should that
decrease continue, and not be offset by volume growth, our revenue will
decrease.

  OUR NET INCOME WILL DECREASE IF WE ARE REQUIRED TO INCUR ADDITIONAL COSTS TO
  COMPLY WITH NEW GOVERNMENTAL SAFETY, HEALTH, TRANSPORTATION AND ENVIRONMENTAL
  REGULATION.

     We are subject to various federal, state and local safety, health,
transportation and environmental laws and regulations governing the storage,
distribution and transportation of propane. We have implemented safety and
environmental programs and policies designed to avoid potential liability and
costs under applicable laws. It is possible, however, that we will incur
increased costs as a result of complying with new safety, health, transportation
and environmental regulations and that such costs will reduce our net income. It
is also possible that material environmental liabilities will be incurred,
including those relating to claims for damages to property and persons.

  CURRENT ECONOMIC AND POLITICAL CONDITIONS MAY HARM OUR BUSINESS.

     Regional and global economic conditions and the effects of ongoing military
actions against terrorists may cause significant disruptions to commerce
throughout the world. To the extent that such conditions and disruptions result
in delays or cancellations of customer orders, impair our ability to effectively
market or acquire propane, or cause or prolong an economic recession, we would
have lower revenues, and, therefore, lower net income. In addition, our ability
to raise capital for acquisitions, capital expenditures and ongoing operations
is dependent upon ready access to capital markets. During times of adverse
economic and political conditions, investor confidence in and accessibility to
capital markets could decrease. If capital markets are not available to us over
an extended period of time, we could be unable to make acquisitions, refinance
debt, invest in capital expenditures and fund operations, which could adversely
affect our ability to compete within our industry, raise funds to meet our
obligations and generate net income.

                                        14


                       RATIO OF EARNINGS TO FIXED CHARGES

     The ratio of earnings to fixed charges for each of the years ended
September 30, 2000 through 2004 and for the nine months ended June 30, 2005 is
as follows:



                                                                            NINE MONTHS
                                                                               ENDED
                                             YEAR ENDED SEPTEMBER 30,        JUNE 30,
                                         --------------------------------   -----------
                                         2000   2001   2002   2003   2004   2004   2005
                                         ----   ----   ----   ----   ----   ----   ----
                                                              
Ratio of earnings to fixed charges.....  1.18   1.58   1.55   1.73   1.94   2.70   2.28
                                         ====   ====   ====   ====   ====   ====   ====


                                USE OF PROCEEDS

     We will not receive cash proceeds from the issuance of the exchange notes
offered hereby. In consideration for issuing the exchange notes in exchange for
original notes as described in this prospectus, we will receive original notes
of like principal amount. The original notes surrendered in exchange for the
exchange notes will be retired and canceled.

                       DESCRIPTION OF OTHER INDEBTEDNESS

     As of June 30, 2005, we had outstanding total consolidated indebtedness of
$929.4 million (including the $415 million original notes) and cash of $5.0
million for a net debt position of $924.4 million. Our primary indebtedness
instruments, other than the original notes, are described below.

10% SENIOR NOTES

     As of June 30, 2005, we had outstanding $60 million aggregate principal
amount of 10% Senior Notes due April 15, 2006. These notes were issued pursuant
to an indenture dated as of April 4, 2001, between us and Wachovia Bank,
National Association, successor to First Union National Bank, as trustee. The
10% senior notes are senior unsecured obligations and rank senior in right of
payment to all of our existing and future subordinated indebtedness and equally
in right of payment with all of our existing and future senior indebtedness,
including the exchange notes. The 10% senior notes are effectively subordinated
to all secured and unsecured indebtedness and other liabilities of our operating
partnership and its subsidiaries.

8 7/8% SENIOR NOTES

     As of June 30, 2005, we had outstanding $14.6 million aggregate principal
amount of 8 7/8 Senior Notes due May 20, 2011. These notes were issued pursuant
to an indenture dated as of August 21, 2001, between us Wachovia Bank, National
Association, successor to First Union National Bank, as trustee, as trustee. The
8 7/8 senior notes are senior unsecured obligations and rank senior in right of
payment to all of our existing and future subordinated indebtedness and equally
in right of payment with all of our existing and future senior indebtedness,
including the exchange notes. The 8 7/8 senior notes are effectively
subordinated to all secured and unsecured indebtedness and other liabilities of
our operating partnership and its subsidiaries.

FIRST MORTGAGE NOTES

     As of June 30, 2005, the operating partnership had outstanding $378.7
million aggregate principal amount of Series A and C through E first mortgage
notes that are structurally senior to the claims of the holders of the exchange
notes. Our general partner is a co-obligor of the first mortgage notes. The
Series A and C first mortgage notes were issued pursuant to the note agreements
dated as of April 19, 1995. The Series D first mortgage notes were issued
pursuant to the note agreement dated as of March 15, 1999. The Series E first
mortgage notes were issued pursuant to the note agreement dated as of March 15,
2000. In each case, these note agreements have been amended and may be further
supplemented or otherwise modified from time to time.

     The operating partnership's obligations under the first mortgage notes are
secured, on an equal and ratable basis, with its obligations under the bank term
loan and bank credit facilities, by a mortgage on

                                        15


substantially all of the real property, operating facilities, equipment and
other assets of the operating partnership. The first mortgage notes have
maturity dates ranging from 2006 to 2010, and bear interest at rates ranging
from 9.34% to 11.71% for the Series A Notes and rates of 8.83%, 7.11% and 8.50%
for the Series C through Series E notes, respectively. The Series A and Series C
through E first mortgage notes require annual principal payments, without
premium, of approximately:

     - $53.8 million in each fiscal year from 2006 through 2008;

     - $123.8 million in fiscal year 2009; and

     - $93.8 million in fiscal year 2010.

     The operating partnership may, at its option, and upon the disposition of
assets may be required to, offer to prepay the first mortgage notes, in whole or
in part. These prepayments may be at a premium. The agreements governing the
first mortgage notes contain various negative and affirmative covenants that
apply to the operating partnership. These restrictions limit our ability and the
ability of the operating partnership to:

     - incur other indebtedness;

     - engage in transactions with affiliates;

     - incur liens;

     - make restricted payments;

     - enter into business combinations and asset sale transactions;

     - engage in new lines of business; and

     - make investments.

     The agreements also require the operating partnership and its restricted
subsidiaries to maintain a ratio of total indebtedness to EBITDA, as defined in
the agreements, equal to or less than 5.25 to 1.

     The failure of the general partner to own directly or indirectly at least
30% of our partnership interests and the partnership interests of our operating
partnership and to be our sole general partner and the sole general partner of
our operating partnership would, among other occurrences, constitute an event of
default under the agreements for the first mortgage notes. In the event of a
default under the first mortgage notes, the first mortgage noteholders may
accelerate the maturity under the first mortgage notes and cause all outstanding
amounts to become immediately due and payable.

     Under the first mortgage notes agreements, so long as no default exists or
would result, the operating partnership is permitted to make quarterly cash
distributions to us. In the quarter before a quarter in which an interest
payment is due on the first mortgage notes, the operating partnership is
required to reflect a reserve equal to 50% of the interest to be paid, thereby
reducing the amount of cash it may distribute to us in that quarter.

BANK CREDIT FACILITIES

     On August 28, 2003, the operating partnership, the general partner,
Petrolane Incorporated and Wachovia Bank, National Association, in its
individual capacity and as agent, entered into a credit agreement evidencing the
bank credit facilities, as amended by Amendment No. 1 thereto dated as of August
30, 2004. The bank credit facilities include a secured $75 million acquisition
facility and a secured $100 million revolving facility. As of June 30, 2005, we
had $102.2 million available under the bank credit facilities. The bank credit
facilities expire on October 15, 2008, but the revolving facility may be
extended for additional one-year periods if the participating banks consent.

     The revolving facility may be used for working capital and general purposes
of the operating partnership. It permits the operating partnership to borrow at
various prevailing interest rates, including the base rate, defined as the
higher of the federal funds rate plus 0.50% or the agent bank's prime rate
(4.375% at June 30, 2005), or at a two-week, one-, two-, three-, or six-month
eurodollar rate, as defined in the credit agreement, plus a margin. The margin
on eurodollar rate borrowings (which ranges from 1.00% to 2.25%), and the credit
agreement facility fee rate (which ranges from 0.25% to 0.50%) are dependent
upon the operating partnership's ratio of funded debt to earnings before EBITDA,
as defined in the credit agreement.

                                        16


     The acquisition facility provides the operating partnership the ability to
borrow to finance the purchase of propane businesses or propane business assets.
In addition, the acquisition facility may be used for working capital purposes.
The acquisition facility permits borrowings at the same rates as the revolving
credit facility.

     The bank credit facilities restrict the incurrence of additional
indebtedness and also restrict liens, guarantees, investments, loans and
advances, payments, mergers, consolidation, asset transfers, transactions with
affiliates, sales of assets, acquisitions and other transactions. In addition,
the operating partnership must maintain a ratio of total indebtedness to EBITDA,
as defined in the credit agreement evidencing the bank credit facilities, equal
to or less than 4.75 to l and a ratio of EBITDA to interest expense of at least
2.25 to l. If the operating partnership does not maintain these ratios, an event
of default under the bank credit facilities will occur, except that the
operating partnership may cause a breach of the ratio of total indebtedness to
EBITDA to be cured within a 30-day grace period. In addition, the failure of UGI
Corporation to own directly or indirectly 100% of the general partnership
interests in the operating partnership and at least a 30% ownership interest in
the operating partnership would constitute an event of default under the bank
credit facilities. Any of these events of default would cause the amounts
borrowed under the facilities to become subject to acceleration. Generally, as
long as no default exists or would result, the operating partnership is
permitted to make cash distributions to us not more frequently than quarterly.

BANK TERM LOAN

     On April 18, 2005, the operating partnership, the general partner, as a
guarantor, Petrolane Incorporated, as a guarantor, Wachovia Bank, National
Association, as agent, and the other financial institutions party thereto
entered into a credit agreement evidencing a term loan in the amount of $35
million. The bank term loan matures on October 1, 2006.

     The operating partnership's obligations under the credit agreement are
secured, on an equal and ratable basis, with its obligations under its first
mortgage notes and its bank credit facilities. The bank term loan permits the
borrowing at rates substantially similar to the revolving credit facility and
acquisition facility.

     The bank term loan restricts the incurrence of additional indebtedness and
also restrict liens, guarantees, investments, loans and advances, payments,
mergers, consolidation, asset transfers, transactions with affiliates, sales of
assets, acquisitions and other transactions. In addition, the operating
partnership must maintain a ratio of total indebtedness to EBITDA, as defined in
the credit agreement evidencing the bank term loan, equal to or less than 4.75
to l and a ratio of EBITDA to interest expense of at least 2.25 to l. If the
operating partnership does not maintain these ratios, an event of default under
the bank term loan will occur, except that the operating partnership may cause a
breach of the ratio of total indebtedness to EBITDA to be cured within a 30-day
grace period. In addition, the failure of UGI Corporation to own directly or
indirectly 100% of the general partnership interests in the operating
partnership and at least a 30% ownership interest in the operating partnership
would constitute an event of default under the bank term loan. Any of these
events of default would cause the amounts borrowed under the bank term loan to
become subject to acceleration. Generally, as long as no default exists or would
result, the operating partnership is permitted to make cash distributions to us
not more frequently than quarterly.

                                        17


                               THE EXCHANGE OFFER

PURPOSE OF THE EXCHANGE OFFER

     In connection with the sale of the original notes, we entered into a
registration rights agreement relating to the original notes with the initial
purchasers, under which we agreed to file and to use our reasonable best efforts
to have declared effective by the SEC a registration statement with respect to,
and to consummate, the exchange offer.

     We are making the exchange offer in reliance on the position of the SEC as
set forth in certain no-action letters. However, we have not sought our own
no-action letter. Based upon these interpretations by the SEC, we believe that a
holder of exchange notes who exchanges original notes for exchange notes in the
exchange offer generally may offer the exchange notes for resale, sell the
exchange notes and otherwise transfer the exchange notes without further
registration under the Securities Act and without delivery of a prospectus that
satisfies the requirements of Section 10 of the Securities Act. This does not
apply, however, to a holder who is our "affiliate" within the meaning of Rule
405 of the Securities Act. We also believe that a holder may offer, sell or
transfer the exchange notes only if the holder acquires the exchange notes in
the ordinary course of its business and is not participating, does not intend to
participate and has no arrangement or understanding with any person to
participate in a distribution of the exchange notes.

     Any holder of the original notes using the exchange offer to participate in
a distribution of exchange notes cannot rely on the no-action letters referred
to above. A broker-dealer that acquired original notes directly from us, but not
as a result of market-making activities or other trading activities, must comply
with the registration and prospectus delivery requirements of the Securities Act
in the absence of an exemption from such requirements.

     Each broker-dealer that receives exchange notes for its own account in
exchange for original notes, as a result of market-making activities or other
trading activities, must acknowledge that it will deliver a prospectus in
connection with any resale of such exchange notes. This prospectus, as it may be
amended or supplemented from time to time, may be used by a broker-dealer in
connection with resales of exchange notes received in exchange for original
notes where such original notes were acquired by such broker-dealer as a result
of market-making activities or other trading activities. The letter of
transmittal states that by so acknowledging and delivering a prospectus, a
broker-dealer will not be considered to admit that it is an "underwriter" within
the meaning of the Securities Act. We have agreed that for a period of not less
than 180 days after the expiration date for the exchange offer, we will make
this prospectus available to broker-dealers for use in connection with any such
resale, if requested by the initial purchasers or by a broker-dealer that
receives exchange notes for its own account in the exchange offer in exchange
for original notes, as a result of market-making activities or other trading
activities. See "Plan of Distribution."

     Except as described above, this prospectus may not be used for an offer to
resell, a resale or any other transfer of exchange notes.

     The exchange offer is not being made to, nor will we accept tenders for
exchange from, holders of original notes in any jurisdiction in which the
exchange offer or the acceptance of tenders would not be in compliance with the
securities or blue sky laws of such jurisdiction.

TERMS OF THE EXCHANGE

     Upon the terms and subject to the conditions of the exchange offer, we will
accept any and all original notes validly tendered prior to 5:00 p.m., New York
City time, on the expiration date for the exchange offer. The date of acceptance
for exchange of the original notes, and completion of the exchange offer, is the
exchange date, which will be the first business day following the expiration
date (unless extended as described in this prospectus). We will issue, on or
promptly after the exchange date, an aggregate principal amount of up to $415
million of the exchange notes for a like principal amount of the outstanding
original notes tendered and accepted in connection with the exchange offer. The
exchange notes issued in connection with the exchange offer will be delivered on
the earliest practicable date following the exchange date. Holders may

                                        18


tender some or all of their original notes in connection with the exchange
offer, but only in a minimum principal amount of $2,000 and in $1,000 increments
of principal amount in excess of $2,000.

     The terms of the exchange notes will be identical in all material respects
to the terms of the respective original notes, except that the exchange notes
will have been registered under the Securities Act and are issued free from any
covenant regarding registration, including the payment of additional interest
upon a failure to complete the exchange offer by certain dates. The exchange
notes will evidence the same debt as the original notes and will be issued under
the same indenture and entitled to the same benefits under that indenture as the
original notes being exchanged. As of the date of this prospectus, $415 million
in aggregate principal amount of the original notes are outstanding.

     In connection with the issuance of the original notes, we have arranged for
the original notes to be issued in the form of global notes through the
facilities of The Depository Trust Company ("DTC"), acting as depositary. The
exchange notes will also be issued in the form of global notes registered in the
name of DTC or its nominee and each beneficial owner's interest in it will be
transferable in book-entry form through DTC.

     Holders of original notes do not have any appraisal or dissenters' rights
in connection with the exchange offer. Original notes which are not tendered for
exchange or are tendered but not accepted in connection with the exchange offer
will remain outstanding and be entitled to the benefits of the indenture under
which they were issued, including accrual of interest, but, subject to a limited
exception, will not be entitled to any registration rights under the applicable
registration rights agreement. See "-- Consequences of Failures to Properly
Tender original notes in the Exchange Offer."

     We shall be considered to have accepted validly tendered original notes if
and when we have given oral or written notice to the exchange agent. The
exchange agent will act as agent for the tendering holders for the purposes of
receiving the exchange notes from us.

     If any tendered original notes are not accepted for exchange because of an
invalid tender, the occurrence of certain other events described in this
prospectus or otherwise, we will return the original notes, without expense, to
the tendering holder as promptly as possible after the expiration date.

     Holders who tender original notes will not be required to pay brokerage
commissions or fees or, subject to the instructions in the letter of
transmittal, transfer taxes on exchange of original notes in connection with the
exchange offer. We will pay all charges and expenses, other than certain
applicable taxes described below, in connection with the exchange offer. See
"-- Fees and Expenses."

EXPIRATION DATE; EXTENSIONS; AMENDMENTS

     The expiration date for the exchange offer is 5:00 p.m., New York City
time, on           , 2005, unless extended by us in our sole discretion (but in
no event to a date later than           , 2005), in which case the term
"expiration date" shall mean the latest date and time to which the exchange
offer is extended.

     We reserve the right, in our sole discretion:

     - to delay accepting any original notes, to extend the offer or to
       terminate the exchange offer if, in our reasonable judgment, any of the
       conditions described below shall not have been satisfied, by giving oral
       or written notice of the delay, extension or termination to the exchange
       agent; or

     - to amend the terms of the exchange offer in any manner.

     If we amend the exchange offer in a manner that we consider material, we
will disclose such amendment by means of a prospectus supplement, and we will
extend the exchange offer for a period of five to ten business days. If we
determine to make a public announcement of any delay, extension, amendment or
termination of the exchange offer, we will do so by making a timely release
through an appropriate news agency.

     If we delay accepting any original notes or terminate the exchange offer,
we promptly will pay the consideration offered, or return any original notes
deposited, pursuant to the exchange offer as required by Rule 14e-1(c) under the
Exchange Act.

                                        19


INTEREST ON THE EXCHANGE NOTES

     Interest on the exchange notes will accrue at a per annum rate of 7.25%
from the most recent date to which interest on the original notes has been paid
or, if no interest has been paid, from May 3, 2005.

     Interest on the notes will be paid semiannually in arrears on May 20 and
November 20 to holders of record at the close of business on the immediately
preceding May 5 and November 5.

CONDITIONS TO THE EXCHANGE OFFER

     Notwithstanding any other term of the exchange offer, we will not be
required to accept for exchange, or exchange the exchange notes for, any
original notes and may terminate the exchange offer before the acceptance of the
original notes, if prior to the expiration date:

     - any action or proceeding is instituted or threatened in any court or by
       or before any governmental agency relating to the exchange offer which,
       in our judgment, could reasonably be expected to impair our ability to
       proceed with the exchange offer; or

     - the exchange offer violates any applicable law or interpretation of the
       staff of the SEC.

     The conditions listed above are for our sole benefit and may be asserted by
us regardless of the circumstances giving rise to any of these conditions. We
may waive these conditions in our reasonable discretion in whole or in part at
any time and from time to time prior to the expiration date. The failure by us
at any time to exercise any of the above rights shall not be considered a waiver
of such right, and such right shall be considered an ongoing right which may be
asserted at any time and from time to time.

     If we determine in our reasonable discretion that any of the conditions are
not satisfied, we may:

     - refuse to accept any original notes and return all tendered original
       notes to the tendering holders;

     - extend the exchange offer and retain all original notes tendered before
       the expiration of the exchange offer, subject, however, to the rights of
       holders to withdraw these original notes (see "Withdrawal of Tenders"
       below); or

     - waive unsatisfied conditions relating to the exchange offer and accept
       all properly tendered original notes which have not been withdrawn.

PROCEDURES FOR TENDERING

     We understand that the exchange agent has confirmed with DTC that any
financial institution that is a participant in DTC's system may use its
Automated Tender Offer Program ("ATOP") to tender outstanding notes. We further
understand that the exchange agent will request, within two business days after
the date the exchange offer commences, that DTC establish an account relating to
the outstanding notes for the purpose of facilitating the exchange offer, and
any participant may make book-entry delivery of outstanding notes by causing DTC
to transfer the outstanding notes into the exchange agent's account in
accordance with ATOP procedures for transfer. Although delivery of the
outstanding notes may be effected through book-entry transfer into the exchange
agent's account at DTC, unless an agent's message is received by the exchange
agent in compliance with ATOP procedures, an appropriate letter of transmittal
properly completed and duly executed with any required signature guarantee and
all other required documents must in each case be transmitted to and received or
confirmed by the exchange agent at its address set forth below on or prior to
the expiration date, or, if the guaranteed delivery procedures described below
are complied with, within the time period provided under the procedures.

     The term "agent's message" means a message, transmitted by DTC and received
by the exchange agent and forming part of a book-entry confirmation, stating
that DTC has received an express acknowledgment from a participant tendering
outstanding notes that are the subject of the book-entry confirmation and that
the participant has received and agrees to be bound by the terms of the letter
of transmittal and that we may enforce such agreement against the participant.
An agent's message must, in any case, be transmitted to and received or
confirmed by the exchange agent, at its address set forth under the caption
"Exchange Agent"
                                        20


below, prior to 5:00 p.m., New York City time, on the expiration date. Delivery
of documents to DTC in accordance with its procedures does not constitute
delivery to the exchange agent.

     Unless the tender is being made in book-entry form, to tender in the
exchange offer, a holder must:

     - complete, sign and date the letter of transmittal, or a facsimile of it;

     - have the signatures guaranteed if required by the letter of transmittal;
       and

     - mail or otherwise deliver the letter of transmittal or the facsimile, the
       original notes and any other required documents to the exchange agent
       prior to 5:00 p.m., New York City time, on the expiration date.

     The tender by a holder of original notes will constitute an agreement
between us and the holder in accordance with the terms and subject to the
conditions set forth in this prospectus and in the letter of transmittal.

     The method of delivery of original notes and the letter of transmittal and
all other required documents to the exchange agent is at the election and risk
of the holders. Instead of delivery by mail, we recommend that holders use an
overnight or hand delivery service. In all cases, holders should allow
sufficient time to assure delivery to the exchange agent before the expiration
date. No letter of transmittal of original notes should be sent to us. Holders
may request their respective brokers, dealers, commercial banks, trust companies
or nominees to effect the tenders for such holders.

     Any beneficial owner whose original notes are registered in the name of a
broker, dealer, commercial bank, trust company or other nominee and who wishes
to tender should contact the registered holder promptly and instruct such
registered holder to tender on behalf of the beneficial owner. If the beneficial
owner wishes to tender on that owner's own behalf, the beneficial owner must,
prior to completing and executing the letter of transmittal and delivering such
beneficial owner's original notes, either make appropriate arrangements to
register ownership of the original notes in such beneficial owner's name or
obtain a properly completed bond power from the registered holder. The transfer
of registered ownership may take considerable time.

     Signatures on letters of transmittal or notices of withdrawal must be
guaranteed by an "eligible guarantor institution" within the meaning of Rule
17Ad-15 under the Exchange Act, unless the original notes tendered pursuant
thereto are tendered:

     - by a registered holder who has not completed the box entitled "Special
       Issuance Instructions" or "Special Delivery Instructions" on the letter
       of transmittal; or

     - for the account of an eligible guarantor institution.

     In the event that a signature on a letter of transmittal or a notice of
withdrawal is required to be guaranteed, such guarantee must be by:

     - a member firm of a registered national securities exchange or of the
       National Association of Securities Dealers, Inc.;

     - a commercial bank or trust company having an office or correspondent in
       the United States; or

     - another eligible guarantor institution.

     If the letter of transmittal is signed by a person other than the
registered holder of any original notes, the original notes must be endorsed by
the registered holder or accompanied by a properly completed bond power, in each
case signed or endorsed in blank by the registered holder.

     If the letter of transmittal or any original notes or bond powers are
signed or endorsed by trustees, executors, administrators, guardians,
attorneys-in-fact, officers of corporations or others acting in a fiduciary or
representative capacity, such persons should so indicate when signing and,
unless waived by us, submit evidence satisfactory to us of their authority to
act in that capacity with the letter of transmittal.

                                        21


     We will determine all questions as to the validity, form, eligibility
(including time of receipt) and acceptance and withdrawal of tendered original
notes in our sole discretion. We reserve the absolute right to reject any and
all original notes not properly tendered or any original notes whose acceptance
by us would, in the opinion of our counsel, be unlawful. We also reserve the
right to waive any defects, irregularities or conditions of tender as to any
particular original notes either before or after the expiration date. Our
interpretation of the terms and conditions of the exchange offer (including the
instructions in the letter of transmittal) will be final and binding on all
parties.

     Unless waived, any defects or irregularities in connection with tenders of
original notes must be cured within a time period we will determine. Although we
intend to request the exchange agent to notify holders of defects or
irregularities relating to tenders of original notes, neither we, the exchange
agent nor any other person will have any duty or incur any liability for failure
to give such notification. Tenders of original notes will not be considered to
have been made until such defects or irregularities have been cured or waived.
Any original notes received by the exchange agent that are not properly tendered
and as to which the defects or irregularities have not been cured or waived will
be returned by the exchange agent to the tendering holders, unless otherwise
provided in the letter of transmittal, as soon as practicable following the
expiration date.

     In addition, we reserve the right, as set forth above under the caption
"Conditions to the Exchange Offer," to terminate the exchange offer.

     By tendering, each holder represents to us, among other things, that:

     - the exchange notes acquired in connection with the exchange offer are
       being obtained in the ordinary course of business of the person receiving
       the exchange notes, whether or not such person is the holder;

     - neither the holder nor any such other person has an arrangement or
       understanding with any person to participate in the distribution of such
       exchange notes; and

     - neither the holder nor any such other person is our "affiliate" (as
       defined in Rule 405 under the Securities Act).

     If the holder is a broker-dealer that will receive exchange notes for its
own account in exchange for original notes, it will acknowledge that it acquired
such original notes as the result of market-making activities or other trading
activities and it will deliver a prospectus in connection with any resale of
such exchange notes. See "Plan of Distribution."

GUARANTEED DELIVERY PROCEDURES

     A holder who wishes to tender its original notes and:

     - whose original notes are not immediately available;

     - who cannot deliver the holder's original notes, the letter of transmittal
       or any other required documents to the exchange agent prior to the
       expiration date; or

     - who cannot complete the procedures for book-entry transfer before the
       expiration date;

     - may effect a tender if

     - the tender is made through an eligible guarantor institution;

     - before the expiration date, the exchange agent receives from the eligible
       guarantor institution:

      (i)  a properly completed and duly executed notice of guaranteed delivery
           by facsimile transmission, mail or hand delivery,

      (ii)  the name and address of the holder, and

      (iii) the certificate number(s) of the original notes (if the original
            notes will be physically tendered) and the principal amount of
            original notes tendered, stating that the tender is being made and
            guaranteeing that, within three New York Stock Exchange trading days
            after the expiration date,

                                        22


            the letter of transmittal and the certificate(s) representing the
            original notes (or a confirmation of book-entry transfer), and any
            other documents required by the letter of transmittal will be
            deposited by the eligible guarantor institution with the exchange
            agent; and

     - the exchange agent receives, within three New York Stock Exchange trading
       days after the expiration date, a properly completed and executed letter
       of transmittal or facsimile, as well as the certificate(s) representing
       all tendered original notes in proper form for transfer or a confirmation
       of book-entry transfer, and all other documents required by the letter of
       transmittal.

WITHDRAWAL OF TENDERS

     Except as otherwise provided herein, tenders of original notes may be
withdrawn at any time prior to 5:00 p.m., New York City time, on the expiration
date.

     To withdraw a tender of original notes in connection with the exchange
offer, a written or facsimile transmission notice of withdrawal must be received
by the exchange agent at its address set forth herein prior to 5:00 p.m., New
York City time, on the expiration date. Any such notice of withdrawal must:

     - specify the name of the person who deposited the original notes to be
       withdrawn;

     - identify the original notes to be withdrawn (including the certificate
       number(s), if the original notes were physically delivered, and principal
       amount of such original notes);

     - be signed by the depositor in the same manner as the original signature
       on the letter of transmittal by which such original notes were tendered
       (including any required signature guarantees) or be accompanied by
       documents of transfer sufficient to have the Trustee register the
       transfer of such original notes into the name of the person withdrawing
       the tender; and

     - specify the name in which any such original notes are to be registered,
       if different from that of the depositor.

     If original notes have been tendered under the book entry delivery
procedure described above, any notice of withdrawal must specify the name and
number of the account at DTC to be credited with the withdrawn original notes
and otherwise comply with the procedures of DTC's Book Entry Transfer Facility.

     We will determine all questions as to the validity, form and eligibility
(including time of receipt) of such notices of withdrawal. Any original notes so
withdrawn will be considered not to have been validly tendered for purposes of
the exchange offer, and no exchange notes will be issued unless the original
notes withdrawn are validly re-tendered. Any original notes that have been
tendered but are not accepted for exchange or are withdrawn will be returned to
the holder without cost to such holder as soon as practicable after withdrawal,
rejection of tender or termination of the exchange offer. Properly withdrawn
original notes may be re-tendered by following one of the procedures described
above under the caption "Procedures for Tendering" at any time prior to the
expiration date.

EXCHANGE AGENT

     Wachovia Bank, National Association has been appointed as exchange agent in
connection with the exchange offer. Questions and requests for assistance,
requests for additional copies of this prospectus or of the letter of
transmittal should be directed to the exchange agent at its offices.

FEES AND EXPENSES

     We will not make any payment to brokers, dealers or others soliciting
acceptances of the exchange offer. We will pay certain other expenses to be
incurred in connection with the exchange offer, including the fees and expenses
of the exchange agent and certain accounting and legal fees.

                                        23


     Holders who tender their original notes for exchange will not be obligated
to pay transfer taxes. However, if:

     - exchange notes are to be delivered to, or issued in the name of, any
       person other than the registered holder of the original notes tendered;
       or

     - tendered original notes are registered in the name of any person other
       than the person signing the letter of transmittal; or

     - a transfer tax is imposed for any reason other than the exchange of
       original notes in connection with the exchange offer;

then the amount of any such transfer taxes (whether imposed on the registered
holder or any other person) will be payable by the tendering holder. If
satisfactory evidence of payment of such taxes or exemption from them is not
submitted with the letter of transmittal, the amount of such transfer taxes will
be billed directly to the tendering holder.

ACCOUNTING TREATMENT

     The exchange notes will be recorded at the same carrying value as the
original notes as reflected in our accounting records on the date of the
exchange. Accordingly, we will not recognize any gain or loss for accounting
purposes upon the completion of the exchange offer. The expenses of the exchange
offer that we pay will increase our deferred financing costs in accordance with
generally accepted accounting principles.

CONSEQUENCES OF FAILURES TO PROPERLY TENDER ORIGINAL NOTES IN THE EXCHANGE OFFER

     Holders of the original notes desiring to tender their original notes in
exchange for exchange notes should allow sufficient time to ensure timely
delivery. We are under no duty to give notification of defects or irregularities
of tenders of original notes for exchange. Original notes that are not tendered
or that are tendered but not accepted by us will, following completion of the
exchange offer, continue to be subject to the existing restrictions upon
transfer thereof under the Securities Act, and, following completion of the
exchange offer, we generally will not be required to register the remaining
original notes. Remaining original notes will continue to be subject to the
following restrictions on transfer:

     - the remaining original notes may be resold only (i) if registered under
       the Securities Act, or (ii) if an exemption from registration is
       available; and

     - the remaining original notes will bear a legend restricting transfer in
       the absence of registration or an exemption.

     We do not currently anticipate that we will register the remaining original
notes under the Securities Act. To the extent that original notes are tendered
and accepted in connection with the exchange offer, any trading market for
remaining original notes could be adversely affected. See "Risk Factors -- Risks
Relating to the Exchange Offer -- If you fail to exchange your original notes,
they will continue to be restricted securities and may become less liquid".

                                        24


                            DESCRIPTION OF THE NOTES

     We issued the original notes, and will issue the exchange notes, under an
indenture (the "Indenture") between AmeriGas Partners, L.P. and AmeriGas Finance
Corp. and Wachovia Bank, National Association, as trustee, a copy of which is
available upon request to the Company. The Indenture contains provisions which
define your rights under the exchange notes. The terms of the exchange notes
include those stated in the Indenture and those made part of the Indenture by
reference to the Trust Indenture Act of 1939, as amended. Subject to our
compliance with the covenant described under the caption "-- Certain
Covenants -- Limitation on Additional Indebtedness," we are permitted to issue
additional notes under the Indenture in an unlimited principal amount.

     The Indenture is a technical document with terms that have a defined
meaning. The summary section refers to and includes some of those defined terms,
which are capitalized, in order to summarize the Indenture more succinctly and
precisely. Definitions of certain terms used in this "Description of Notes" may
be found under the heading "Certain Definitions." Because this section is a
summary, however, it does not describe all of the defined terms or features of
the notes and the Indenture, some of which you may find relevant. For that
reason, we urge you to read the Indenture, and the form of note attached as
Exhibit A to the Indenture because they, not this description, define the rights
of the noteholders. In this summary, when we refer to "notes," we are referring
collectively to the original notes and the exchange notes.

BRIEF DESCRIPTION OF THE NOTES

     The terms of the exchange notes and the original notes are identical in all
material respects, except:

     - the exchange notes will have been registered under the Securities Act;

     - the exchange notes will not contain transfer restrictions and
       registration rights that relate to the original notes; and

     - the exchange notes will not contain provisions relating to the payment of
       additional interest to the holders of the original notes under the
       circumstances related to the timing of the exchange offer.

     The exchange notes:

     - will be our unsecured general joint and several obligations;

     - will rank senior in right of payment to all our subordinated
       Indebtedness;

     - will rank equally in right of payment with all our other senior
       Indebtedness;

     - are structurally subordinated to, which means they rank behind, the
       Indebtedness of the operating partnership, including the bank credit
       facilities and first mortgage notes, and the claims of the preferred
       stockholders of our consolidated subsidiaries, including our operating
       subsidiary; and

     - will be non-recourse to the property and assets of our general partner,
       AmeriGas Propane, Inc.

     We do not intend to list the exchange notes on any securities exchange or
to seek approval for quotations of the exchange notes through any U.S. automated
interdealer quotation system. There is no established market for the exchange
notes, and we do not anticipate that one will develop.

     As described in more detail under "Risk Factors," AmeriGas Partners, L.P.
is a holding company for its subsidiaries. The partnership has no material
operations and no substantial assets other than its consolidated subsidiaries,
including the operating partnership. Accordingly, the partnership is dependent
upon the distribution of the earnings of its consolidated subsidiaries,
including the operating partnership.

     Because the notes are structurally subordinated to the Indebtedness of the
operating partnership, noteholders generally have no recourse to the operating
partnership or any of its subsidiaries or their assets for amounts due under the
notes. Noteholders may, however, have indirect recourse to the extent the
partnership has rights as a holder of equity interests in the operating
partnership and its subsidiaries. In addition, the noteholders do not have any
right to require the operating partnership to make distributions to the
partnership.

                                        25


PRINCIPAL, MATURITY AND INTEREST

     The exchange notes will:

     - be issued in registered form, without coupons, in a minimum denomination
       of $2,000 and multiples of $1,000 thereof;

     - accrue interest at the annual rate of 7.25% from the most recent date to
       which interest has been paid, which interest will be computed on the
       basis of a 360-day year comprised of twelve 30-day months;

     - pay interest semi-annually in arrears on May 20 and November 20 to
       holders of record on the immediately preceding May 5 and November 5; and

     - mature on May 20, 2015.

     We will pay principal and interest on the notes at our office or agency,
which we maintain in New York City. At our option, we may make payments of
interest by check mailed to the noteholders at their respective addresses as set
forth in the register of notes. All payments with respect to global notes,
however, will be made by wire transfer of immediately available funds to the
accounts specified by the holders of the global notes. Until otherwise
designated by us, our office or agency in New York will be the office of the
trustee maintained for payment purposes.

OPTIONAL REDEMPTION

     We do not have the option to redeem the notes before May 20, 2010 except
under certain circumstances following the completion by the partnership on or
before May 20, 2008 of a registered public offering of its partnership
interests, other than any interests that are redeemable. The partnership has the
option to use the net proceeds of such an offering to redeem the notes at
107.25% of their principal amount plus accrued and unpaid interest to the
applicable redemption date; provided, however, that the redemption is completed
within 90 days of the completion of the offering and at least 65% of the
principal amount of the notes sold pursuant to this prospectus and any
additional notes sold are outstanding immediately following the redemption.
Generally, only one redemption may be made under this exception.

     On and after May 20, 2010, we have the right to redeem the notes, in whole
or in part, upon not less than 30 nor more than 60 days' notice, at the
redemption prices (expressed in percentages of principal amount) listed in the
table below, plus accrued and unpaid interest on the notes to the applicable
redemption date, plus liquidated damages, if any, if redeemed during the
twelve-month period beginning on May 20 of the years indicated in the table
below:



YEAR                                                          PERCENTAGE
- ----                                                          ----------
                                                           
2010........................................................   103.625%
2011........................................................   102.417%
2012........................................................   101.208%
2013 and thereafter.........................................   100.000%


MANDATORY REDEMPTION; OPEN MARKET PURCHASES

     We are not required to make any mandatory redemption or sinking fund
payments with respect to the notes. We may at any time and from time to time
purchase notes in the open market or otherwise.

OFFERS TO PURCHASE; REPURCHASE AT THE OPTION OF THE NOTEHOLDERS

     We may be required to offer to purchase the notes if there is a change in
control of, or certain asset sales by, the partnership.

     Change of Control Offer:  The Indenture defines the term "change of
control." Upon the occurrence of a change of control, each noteholder will have
the right to require us to repurchase all or any part (equal to $2,000 or an
integral multiple of $1,000) of that holder's notes pursuant to a change of
control offer on the

                                        26


terms set forth in the Indenture. In a change of control offer, we will offer a
change of control payment in cash equal to 101% of the aggregate principal
amount of the notes or portion of notes validly tendered for payment, plus
accrued and unpaid interest to the date of purchase. Generally, a change of
control would occur when:

     - There is a sale, lease, conveyance or other disposition of all or
       substantially all of the assets of the partnership or the operating
       partnership to any entity other than UGI Corporation, our indirect
       parent, which is a public company, and its subsidiaries, or any entity in
       which UGI Corporation and its subsidiaries beneficially own at least 51%
       of such entity's voting stock. In this regard, the meaning of "all or
       substantially all" varies according to the facts and circumstances of the
       subject transaction and has no clearly established meaning under New York
       law, which is the law that governs the Indenture. Therefore, in some
       transactions it may be unclear whether a change of control has occurred;

     - There is a merger or consolidation of the partnership or the operating
       partnership, or a successor to either entity, with any entity other than
       UGI Corporation and its subsidiaries or any entity in which UGI
       Corporation and its subsidiaries beneficially own at least 51% of that
       entity's voting stock;

     - There is a liquidation or dissolution of the partnership or AmeriGas
       Propane, Inc., our general partner, or a successor to the general
       partner; or

     - There is any transaction or series of transactions that results in UGI
       Corporation and its subsidiaries beneficially owning in the aggregate,
       directly or indirectly, less than 51% of the voting stock of our general
       partner, or a successor to the general partner.

     Within 30 days following any change of control, we will mail a notice to
each noteholder stating that, among other things, a change of control offer is
being made, that all notes tendered will be accepted for payment and that any
note not tendered will continue to accrue interest and we will identify the
amount of the change of control payment and the change of control payment date
for the notes. The notice will also include directions for noteholders who elect
to have their notes purchased in the change of control offer.

     Noteholders will be entitled to withdraw any election to have their notes
purchased if the paying agent receives timely and proper notice of such
withdrawal. The notice from the partnership to noteholders will describe the
requirements for the notice from the noteholders to the paying agent.

     We will comply with the requirements of Rule l4e-1 under the Exchange Act
and any other relevant securities laws applicable to the repurchase of notes in
connection with a change of control.

     On the change of control payment date, we will, to the extent lawful,
accept for payment notes or portions of notes tendered in accordance with the
change of control offer; deposit an amount equal to the change of control offer;
deposit an amount equal to the change of control payment for the notes with the
paying agent in respect of all notes or portions of notes properly tendered; and
deliver or cause to be delivered to the trustee the notes so accepted together
with an officers' certificate stating the aggregate amount of the notes or
portions of notes tendered to us.

     The paying agent will promptly mail the change of control payment to each
noteholder. The trustee will promptly authenticate and mail to each noteholder a
new note equal in principal amount to any unpurchased portion of the notes
surrendered. However, each new note will be in a principal amount of $2,000 or
an integral multiple of $1,000. We will publicly announce the results of the
change of control offer on or as soon as practicable after the change of control
payment date.

     We are not likely to be able to purchase the notes upon a change of control
because the holders of our outstanding 10% senior notes and of our operating
partnership's first mortgage notes will also have a purchase right upon a change
of control. The triggering of the purchase right will not constitute an event of
default under the Indenture.

     In addition, we may be unable to pay the change of control payment because
the agreements governing the first mortgage notes restrict our ability to redeem
or repurchase the notes out of distributions from the operating partnership; the
agreements governing the first mortgage notes and the bank credit facilities
limit

                                        27


the operating partnership's ability to make distributions to the partnership;
and we may not have sufficient immediate financial resources to pay cash to the
holders of notes upon a repurchase.

     The failure of the partnership to repurchase the notes upon a change of
control offer would constitute an immediate Event of Default under the
Indenture.

     The failure of UGI Corporation to own directly or indirectly 100% of the
general partnership interests in the operating partnership and at least a 30%
ownership interest in the operating partnership would constitute an event of
default under the bank credit facilities. The failure of the general partner to
own directly or indirectly at least 30% of our partnership interests and the
partnership interests of our operating partnership and to be a wholly owned
subsidiary of UGI Corporation, our sole general partner and the sole general
partner of our operating partnership would constitute an event of default under
the agreements for the first mortgage notes. Upon such an event of default, the
banks under the bank credit facilities and the holders of the first mortgage
notes may accelerate repayment of the Indebtedness owed to them. An acceleration
of the Indebtedness under the bank credit facilities or the first mortgage notes
agreements would result in a default under our Indenture as long as the
aggregate amount of such Indebtedness is $10.0 million or more. We and our
operating partnership are not likely to be able to repay simultaneously all of
our Indebtedness upon a change of control and acceleration of our debt.

     Asset Sales:  The Indenture defines the term "Asset Sale" and provides that
the partnership and, in certain circumstances, its subsidiaries that are
Restricted Subsidiaries, meaning they are not "Unrestricted Subsidiaries," must
comply with restrictions applicable to an Asset Sale. Briefly, an Unrestricted
Subsidiary has no Indebtedness or any other obligation that, directly or
indirectly, is guaranteed by or obligates in any way the partnership. An Asset
Sale would include either of the following, whether in a single transaction or a
series of related transactions:

     - the sale, lease, conveyance or other disposition of any assets other than
       sales of inventory in the ordinary course of business and consistent with
       past practice; or

     - the issuance or sale of capital stock of any subsidiary that is not an
       Unrestricted Subsidiary.

     The Indenture provides that some transactions are not considered Asset
Sales, including any transfer of assets or capital stock by the partnership or
any of its Restricted Subsidiaries to the operating partnership or a wholly
owned subsidiary of the partnership, any transfer of assets or capital stock by
the partnership or any of its Restricted Subsidiaries to any entity in exchange
for other assets used in a permitted line of business and having a fair market
value, as determined in good faith by our general partner, not less than that of
the assets so transferred, and any transfer of assets in accordance with
Permitted Investments as defined in the Indenture. Furthermore, the sale, lease,
conveyance or other disposition of all or substantially all of the assets of the
partnership would not be treated as an Asset Sale, but rather as a change of
control or as if the partnership merged with another entity.

     The partnership and its Restricted Subsidiaries may complete an Asset Sale
if the partnership or its Restricted Subsidiary, as the case may be, receives
consideration at the time of the Asset Sale at least equal to the fair market
value, as determined in good faith by AmeriGas Propane, Inc., our general
partner, of the assets sold or otherwise disposed of, and at least 80% of the
consideration received by the partnership or the Restricted Subsidiary is in the
form of cash. For purposes of determining the amount of cash received in an
Asset Sale, the following will be deemed to be cash:

     - the amount of any liabilities on the partnership's or any Restricted
       Subsidiary's balance sheet that are assumed by the transferee of the
       assets; and

     - the amount of any notes or other obligations received by the partnership
       or the Restricted Subsidiary from the transferee that is immediately
       converted by the partnership or the Restricted Subsidiary into cash, to
       the extent of the cash received.

     Furthermore, the 80% limitation will not apply to any Asset Sale in which
the cash portion of the consideration received is equal to or greater than the
after-tax proceeds would have been had the Asset Sale complied with the 80%
limitation.
                                        28


     If the partnership or any of its Restricted Subsidiaries receives Net
Proceeds exceeding $10.0 million from one or more Asset Sales in any fiscal
year, then within 360 days after the date the aggregate amount of Net Proceeds
exceeds that amount, the partnership must apply the amount exceeding $10.0
million to reduce Indebtedness of a Restricted Subsidiary, with a permanent
reduction of availability in the case of revolving Indebtedness, or make an
investment in assets in a Permitted Business. Any Net Proceeds that are not
applied or invested in either of these ways will be considered "Excess
Proceeds."

     Pending the final application of any Net Proceeds, the partnership or any
Restricted Subsidiary may temporarily reduce borrowings under the acquisition
facility of the operating partnership's bank credit facilities, or otherwise
invest the Net Proceeds in any manner that is not prohibited by the Indenture.

     When the aggregate amount of Excess Proceeds exceeds $5.0 million, we will
make an offer to all noteholders to purchase for cash that number of notes that
may be purchased out of the Excess Proceeds at a purchase price equal to 100% of
the principal amount of the note plus accrued and unpaid interest to the date of
purchase. We will follow the procedures set forth in the Indenture and we will
comply with the requirements of Rule 14e-1 under the Exchange Act and any other
applicable securities laws.

     To the extent that the aggregate amount of notes tendered in response to
our purchase offer is less than the Excess Proceeds, the partnership or any
Restricted Subsidiary may use such deficiency for general business purposes. If
the aggregate principal amount of notes surrendered by their holders exceeds the
amount of Excess Proceeds, the trustee shall select the notes to be purchased on
a pro rata basis. Notwithstanding the foregoing, if we make this purchase offer
at any time when we have securities outstanding ranking equally in right of
payment with the notes and the terms of those securities provide that a similar
offer must be made with respect to those other securities, then our offer to
purchase the notes will be made concurrently with the other offers, and
securities of each issue will be accepted on a pro rata basis in proportion to
the aggregate principal amount of securities of each issue which their holders
elect to have purchased. Upon completion of the offer to the noteholders, the
amount of Excess Proceeds will be reset at zero.

     Selection and Notice of Redemption:  If less than all the notes are to be
redeemed at any time, the trustee will select the notes to be redeemed among the
holders of notes pro rata, by lot or in accordance with a method which the
trustee considers to be fair and appropriate. The trustee must choose in a
manner that complies with any legal and stock exchange requirements. Notices of
redemption shall be mailed by first class mail at least 30 but not more than 60
days before the redemption date to each holder of notes to be redeemed at its
registered address. If any note is to be redeemed in part only, the notice of
redemption that relates to that note shall state the portion of the principal
amount thereof to be redeemed. A new note in principal amount equal to the
unredeemed portion of the note will be issued in the name of the holder of that
note upon surrender and cancellation of the original note. On and after the
redemption date, interest ceases to accrue on notes or portions of notes called
for redemption.

CERTAIN COVENANTS

     The Indenture requires us to comply with a number of covenants, including
those summarized below.

     Limitation on Additional Indebtedness:  The partnership and its Restricted
Subsidiaries may only incur more debt under certain circumstances. The
partnership will not, and will not permit any of its Restricted Subsidiaries to,
directly or indirectly, create, incur, issue, assume, guarantee or in any manner
become directly or indirectly liable, contingently or otherwise, for the
payment, in each case, to "incur," any Indebtedness, unless at the time of the
incurrence and after giving pro forma effect to the receipt and application of
the proceeds of the Indebtedness, the Consolidated Fixed Charge Coverage Ratio
of the partnership would be greater than 2 to 1.

     In addition to any Indebtedness that may be incurred as set forth above,
the partnership and its Restricted Subsidiaries may incur "Permitted
Indebtedness."

                                        29


     Limitation on Restricted Payments:  The partnership will not, and will not
permit any of its Restricted Subsidiaries to, directly or indirectly, make a
Restricted Payment, that is, to:

     - declare or pay any dividend or any other distribution or payment on or
       with respect to capital stock of the partnership or any of its Restricted
       Subsidiaries or any payment made to the direct or indirect holders, in
       their capacities as such, of capital stock of the partnership or any of
       its Restricted Subsidiaries other than dividends or distributions payable
       solely in capital stock of the partnership, other than redeemable capital
       stock, or in options, warrants or other rights to purchase capital stock
       of the partnership, other than redeemable capital stock; declare or pay a
       dividend or other distribution to the extent declared or paid to the
       partnership or any Restricted Subsidiary of the partnership; or declare
       or pay a dividend or other distribution by any Restricted Subsidiary of
       the partnership to all holders of capital stock of that Restricted
       Subsidiary on a pro rata basis, including, in the case of the operating
       partnership, to its general partner;

     - purchase, redeem, defease or otherwise acquire or retire for value any
       Capital Stock of the partnership or any of its Restricted Subsidiaries,
       other than any capital stock owned by a wholly owned Restricted
       Subsidiary of the partnership;

     - make any principal payment on, or purchase, defease, repurchase, redeem
       or otherwise acquire or retire for value, prior to any scheduled
       maturity, scheduled repayment, scheduled sinking fund payment or other
       stated maturity, any subordinated Indebtedness, other than any such
       Indebtedness owned by the partnership or a wholly owned Restricted
       Subsidiary of the partnership; or

     - make any investment, other than a Permitted Investment, in any entity,
       unless, at the time of and after giving effect to the proposed Restricted
       Payment, no Default or Event of Default shall have occurred and be
       continuing, and the Restricted Payment, together with the aggregate of
       all other Restricted Payments made by the partnership and its Restricted
       Subsidiaries during the fiscal quarter during which the Restricted
       Payment is made, will not exceed:

     - if the Consolidated Fixed Charge Coverage Ratio of the partnership is
       greater than 1.75 to 1, an amount equal to Available Cash as of the end
       of the immediately preceding fiscal quarter; or

     - if the Consolidated Fixed Charge Coverage Ratio of the partnership is
       equal to or less than 1.75 to 1, an amount equal to the sum of $24.0
       million, less the aggregate amount of all Restricted Payments made by the
       partnership and its Restricted Subsidiaries in accordance with this
       clause during the period ending on the last day of the fiscal quarter of
       the partnership immediately preceding the date of the Restricted Payment
       and beginning on the first day of the sixteenth full fiscal quarter
       immediately preceding the date of the Restricted Payment plus the
       aggregate net cash proceeds of any substantially concurrent capital
       contribution to the partnership from any Person other than a Restricted
       Subsidiary of the partnership, or issuance and sale of shares of Capital
       Stock, other than redeemable capital stock, of the partnership to any
       entity other than to a Restricted Subsidiary of the partnership.

     The Restricted Payment may be made in assets other than cash, in which case
the amount will be the fair market value, as determined in good faith by the
general partner on the date of the Restricted Payment of the assets proposed to
be transferred.

     The above provisions will not prohibit:

     - the payment of any dividend or distribution within 60 days after the date
       of its declaration if, at the date of declaration, the payment would be
       permitted as summarized above;

     - the redemption, repurchase or other acquisition or retirement of any
       shares of any class of capital stock of the partnership or any Restricted
       Subsidiary of the partnership in exchange for, or out of the net cash
       proceeds of, a substantially concurrent capital contribution to the
       partnership from any entity other than a Restricted Subsidiary of the
       partnership; or issuance and sale of other capital stock, other than
       redeemable capital stock, of the partnership to any entity other than to
       a Restricted Subsidiary of the partnership; provided, however, that the
       amount of any net cash proceeds that are utilized for any

                                        30


       redemption, repurchase or other acquisition or retirement will be
       excluded from the calculation of Available Cash; or

     - any redemption, repurchase or other acquisition or retirement of
       subordinated Indebtedness in exchange for, or out of the net cash
       proceeds of, a substantially concurrent capital contribution to the
       partnership from any entity other than a Restricted Subsidiary of the
       partnership; or issuance and sale of capital stock, other than redeemable
       capital stock, of the partnership to any entity other than to a
       Restricted Subsidiary of the partnership, or Indebtedness of the
       partnership issued to any entity other than a Restricted Subsidiary or
       the partnership, so long as the Indebtedness is Permitted Refinancing
       Indebtedness; provided, however, that the amount of any net cash proceeds
       that are utilized for any redemption, repurchase or other acquisition or
       retirement will be excluded from the calculation of Available Cash.

     In computing the amount of Restricted Payments previously made for purposes
of the Restricted Payments test above, Restricted Payments made under the first
point above will be included and Restricted Payments made under the second and
third points above shall not be so included.

     Limitation on Liens:  The partnership will not, and will not permit any of
its Restricted Subsidiaries to, incur any liens or other encumbrance (other than
Permitted Liens), unless all payments due under the Indenture and the notes are
secured on an equal and ratable basis with the obligations so secured until such
time such obligations are no longer secured by a lien. The term "Permitted
Liens" is defined in the Indenture.

     Limitation on Transactions with Affiliates:  The partnership will not, and
will not permit any of its Restricted Subsidiaries to, directly or indirectly,
enter into or suffer to exist any transaction or series of related transactions,
including the sale, transfer, disposition, purchase, exchange or lease of
assets, property or services, other than as provided for in our partnership
agreement or in the operating partnership's partnership agreement and the other
agreements entered into between the partnership or the operating partnership and
any of their affiliates, with, or for the benefit of any affiliates of the
partnership unless:

     - the transaction or series of related transactions are between the
       partnership and its wholly owned Restricted Subsidiaries or between two
       wholly owned Restricted Subsidiaries; or

     - the transaction or series of related transactions are on terms that are
       no less favorable to the partnership or the Restricted Subsidiary, as the
       case may be, than those which would have been obtained in a comparable
       transaction at such time from an entity that is not an affiliate of the
       partnership or Restricted Subsidiary, and, with respect to transaction(s)
       involving aggregate payments or value equal to or greater than $15.0
       million, the partnership shall have delivered an officers' certificate to
       the trustee certifying that the transaction(s) is on terms that are no
       less favorable to the partnership or the Restricted Subsidiary than those
       which would have been obtained from an entity that is not an affiliate of
       the partnership or Restricted Subsidiary and has been approved by a
       majority of the board of directors of our general partner, including a
       majority of the disinterested directors.

     However, the covenant limiting transactions with affiliates will not
restrict the partnership, any Restricted Subsidiary or the general partner from
entering into any employment agreement, stock option agreement, restricted stock
agreement or similar agreement in the ordinary course of business; transactions
permitted by the provisions of the Indenture described under the covenant
"Restricted Payments"; and transactions in the ordinary course of business in
connection with reinsuring the self-insurance programs or other similar forms of
retained insurable risks of the retail propane business operated by the
partnership, its subsidiaries and affiliates.

     Limitation on Dividends and Other Payment Restrictions Affecting the
Subsidiaries:  The partnership will not, and will not permit any of its
Restricted Subsidiaries to, create or otherwise cause or suffer to exist or
become effective any encumbrance or restriction on the ability of any Restricted
Subsidiary to:

     - pay dividends, in cash or otherwise, or make any other distributions on
       or with respect to its capital stock or any other interest or
       participation in, or measured by, its profits;

     - pay any Indebtedness owed to the partnership or any other Restricted
       Subsidiary;
                                        31


     - make loans or advances to, or any investment in, the partnership or any
       other Restricted Subsidiary:

     - transfer any of its properties or assets to the partnership or any other
       Restricted Subsidiary; or

     - guarantee any Indebtedness of the partnership or any other Restricted
       Subsidiary.

     Collectively, these restrictions are called the "Payment Restrictions."
However, some encumbrances or restrictions are permissible, including those
existing under or by reason of:

     - applicable law;

     - any agreement in effect at or entered into on the execution date of the
       Indenture, including the first mortgage notes outstanding and the bank
       credit facilities in effect on that date, or any agreement relating to
       any Permitted Indebtedness; provided, however, that the encumbrances and
       restrictions contained in the agreements governing the Permitted
       Indebtedness are no more restrictive with respect to the payment
       restrictions than those set forth in the agreements governing the first
       mortgage notes and the bank credit facilities as in effect on the
       execution date of the Indenture;

     - customary non-assignment provisions of any contract or any lease
       governing a leasehold interest of the partnership or any Restricted
       Subsidiary;

     - certain purchase money obligations for property acquired in the ordinary
       course of business;

     - any agreement of an entity (or any it its Restricted Subsidiaries)
       acquired by the partnership or any Restricted Subsidiary, in existence at
       the time of the acquisition but not created in contemplation of the
       acquisition, which encumbrance or restriction is not applicable to any
       third party other than the entity; or

     - provisions contained in instruments relating to Indebtedness which
       prohibit the transfer of all or substantially all of the assets of the
       obligor of the Indebtedness unless the transferee shall assume the
       obligations of the obligor under the agreement or instrument.

     Limitation on Sale and Leaseback Transactions:  The partnership will not,
and will not permit any of its Restricted Subsidiaries to, enter into any "Sale
and Leaseback Transaction" with respect to their properties. The term "Sale and
Leaseback Transaction" is defined in the Indenture and, generally, means any
arrangement (other than between the partnership and a wholly owned Restricted
Subsidiary or between wholly owned Restricted Subsidiaries) whereby property has
been or will be disposed of by a transferor to another entity with the intent of
taking back a lease on the property pursuant to which the rental payments are
calculated to amortize the purchase price of the property over its life.

     The partnership and its Restricted Subsidiaries may, however, enter into a
Sale and Leaseback transaction with respect to property acquired or constructed
after the execution date of the Indenture; provided that the partnership or the
Restricted Subsidiary would be permitted under the Indenture to incur
Indebtedness secured by a lien on the property in an amount equal to the
Attributable Debt with respect to the Sale and Leaseback transaction; or the
lease in the Sale and Leaseback transaction is for a term not in excess of the
lesser of three years or 60% of the remaining useful life of such property.

     Limitations on AmeriGas Finance Corp.:  In addition to the restrictions set
forth under "Limitation on Additional Indebtedness" above, AmeriGas Finance
Corp. may not incur any Indebtedness unless the partnership is a co-obligor and
guarantor of the Indebtedness; or the net proceeds of the Indebtedness are
either lent to the partnership, used to acquire outstanding debt securities
issued by the partnership, or used, directly or indirectly, to refinance or
discharge Indebtedness permitted under the limitation of this paragraph.

     AmeriGas Finance Corp. may not engage in any business not related, directly
or indirectly, to obtaining money or arranging financing for the partnership.

                                        32


MERGER, CONSOLIDATION OR SALE OF ASSETS

     The Indenture provides that the partnership may not consolidate or merge
with or into, or sell, assign, transfer, lease, convey or otherwise dispose of
all or substantially all of its properties or assets in one or more related
transactions to, another entity unless:

     - the partnership is the surviving entity or the entity formed by or
       surviving the transaction, if other than the partnership, or the entity
       to which the sale was made is a corporation or partnership organized or
       existing under the laws of the United States, any state thereof or the
       District of Columbia;

     - the entity formed by or surviving the transaction, if other than the
       partnership, or the entity to which the sale was made assumes all the
       obligations of the partnership in accordance with a supplemental
       Indenture in a form reasonably satisfactory to the trustee, under the
       notes and the Indenture;

     - immediately after the transaction no Default or Event of Default exists;
       and

     - the entity formed by or surviving the transaction, if other than the
       partnership, or the entity to which the sale was made will immediately
       have a Consolidated Net Worth equal to or greater than the Consolidated
       Net Worth of the partnership immediately preceding the transaction; and,
       at the time of the transaction and after giving pro forma effect to it as
       if the transaction had occurred at the beginning of the applicable
       four-quarter period, be permitted to incur at least $1.00 of additional
       Indebtedness in accordance with the Consolidated Fixed Charge Coverage
       Ratio described in the Indenture covenant entitled "Limitation on
       Additional Indebtedness."

     The Indenture also provides that AmeriGas Finance Corp. may not consolidate
or merge with or into, whether or not it is the surviving entity, or sell,
assign, transfer, lease, convey or otherwise dispose of all or substantially all
of its properties or assets in one or more related transactions to, another
entity except under conditions similar to those described in the paragraph
above.

LINE OF BUSINESS

     The partnership and its Restricted Subsidiaries will not materially and
substantially engage in any business other than Permitted Businesses, except to
such extent as would not be material to the partnership and its Restricted
Subsidiaries, taken as a whole.

REPORTS TO NOTEHOLDERS

     Whether or not required by the rules and regulations of the SEC, so long as
any notes are outstanding, we will furnish to the noteholders all quarterly and
annual financial information that would be required to be contained in a filing
with the SEC on Forms 10-Q and 10-K if we were required to file those Forms,
including a "Management's Discussion and Analysis of Financial Condition and
Results of Operations" and, with respect to the annual information only, a
report on that information by our certified independent accountants. In
addition, we will furnish to such noteholders all reports that would be required
to be filed with the SEC on Form 8-K if we were required to file the reports.
Finally, whether or not required by the rules and regulations of the SEC, we
will file a copy of all the information described in the preceding sentences
with the SEC unless the SEC will not accept the filing. We will also make the
information available to investors who request it in writing. Currently, we are
required to and do file quarterly and annual reports on Forms 10-Q and 10-K.

EVENTS OF DEFAULT AND REMEDIES

     The Indenture describes in detail the occurrences that would constitute an
"Event of Default." Such occurrences include the following:

     - Default in the payment of the principal of or premium, if any, on any
       note when the same becomes due and payable, upon stated maturity,
       acceleration, optional redemption, required purchase, scheduled principal
       payment or otherwise;

                                        33


     - Default in the payment of an installment of interest on, or liquidated
       damages, if any, with respect to, any of the notes, when the same becomes
       due and payable, which default continues for a period of 30 days;

     - failure to perform or observe any other term, covenant or agreement
       contained in the notes or the Indenture, other than a default specified
       in either of the two clauses above, and the default continues for a
       period of 45 days after written notice of the default requiring us to
       remedy the same shall have been given to the partnership by the trustee
       or to us and the trustee by holders of 25% in aggregate principal amount
       of the applicable notes then outstanding;

     - Default or defaults under one or more agreements, instruments, mortgages,
       bonds, debentures or other evidences of Indebtedness under which the
       partnership or any Restricted Subsidiary of the partnership then has
       outstanding Indebtedness, if the default:

      - is caused by a failure to pay principal with respect to Indebtedness of
        a Restricted Subsidiary at its stated maturity or within the applicable
        grace period, if any, provided with respect to the Indebtedness; or
        principal, premium or interest with respect to Indebtedness of the
        partnership within the applicable grace period, if any, provided in the
        Indebtedness, which, collectively, is a "Payment Default", or

      - results in the acceleration of the Indebtedness prior to its stated
        maturity and, in each case, the principal amount of the Indebtedness,
        together with the principal amount of any other Indebtedness under which
        there has been a payment default or the maturity of which has been so
        accelerated, amounts to $10.0 million or more;

     - a final judgment or judgments, which is or are non-appealable and
       nonreviewable or which has or have not been stayed pending appeal or
       review or as to which all rights to appeal or review have expired or been
       exhausted, shall be rendered against the partnership, any Restricted
       Subsidiary, the general partner, or any significant subsidiary, as that
       term is defined in Rule 1.02(v) of Regulation S-X under the Securities
       Act, provided such judgment or judgments requires or require the payment
       of money in excess of $10.0 million in the aggregate and is not covered
       by insurance or discharged or stayed pending appeal or review within 60
       days after entry of such judgment. In the event of a stay, the judgment
       shall not be discharged within 30 days after the stay expires; or

     - certain events of bankruptcy, insolvency or reorganization with respect
       to us or any of our respective significant subsidiaries has occurred.

     If any Event of Default occurs and is continuing, the trustee or the
holders of at least 25% of principal amount of the applicable series of notes
then outstanding may declare all the notes of that series to be due and payable
immediately.

     Notwithstanding the foregoing, in the case of an Event of Default arising
from certain events of bankruptcy or insolvency, with respect to the partnership
or AmeriGas Finance Corp., any significant subsidiary or any group of
subsidiaries that, taken together, would constitute a significant subsidiary,
all outstanding notes will become due and payable immediately without further
action or notice. Noteholders may not enforce the Indenture or the notes except
as provided in the Indenture. Subject to limitations, holders of a majority in
principal amount of a series of then-outstanding notes may direct the trustee of
that series of notes in its exercise of any trust or power. The trustee may
withhold from noteholders notice of any continuing Default or Event of Default,
except a Default or Event of Default relating to the payment of principal or
interest, if the trustee determines in good faith that withholding notice is in
their interest. If any Event of Default occurs because we or those acting on our
behalf willfully intended to avoid payment of the premium that we would have to
pay if we then elected to redeem the notes under the optional redemption
provisions of the Indenture governing the notes, then an equivalent premium
shall also become and be immediately due and payable to the extent permitted by
law upon the acceleration of the notes. The holders of a majority in aggregate
principal amount of a series of notes issued under the Indenture and then
outstanding by notice to the trustee for those notes may waive any existing
Default or Event of Default for all noteholders of that series and its
consequences under the Indenture, except a continuing Default or Event of
Default in the payment of
                                        34


any principal of, premium, if any, or interest on the notes. We are required to
deliver to the trustee annually a statement regarding compliance with the
Indenture. In addition, upon becoming aware of any Default or Event of Default,
we are required to deliver to the trustee a statement specifying the Default or
Event of Default.

NO PERSONAL LIABILITY OF LIMITED PARTNERS, DIRECTORS, OFFICERS, EMPLOYEES AND
UNITHOLDERS

     No limited partner of the partnership or director, officer, employee,
incorporator or stockholder of our general partner or AmeriGas Finance Corp., as
such, shall have any liability for any of our obligations under the notes or the
Indenture or any claim based on, in respect of, by reason of, these obligations.
Each noteholder, by accepting a note, waives and releases all such liability.
The waiver and release are part of the consideration for issuance of the notes.
The waiver may not be effective to waive liabilities under the federal
securities laws and it is the view of the SEC that such a waiver is against
public policy.

NON-RECOURSE

     Our obligations under the Indenture are non-recourse to our general partner
and the operating partnership, and their respective affiliates, other than
ourselves, and are payable only out of our cash flow and assets. The trustee
has, and each holder of a note, by accepting a note, is deemed to have, agreed
in the Indenture that our general partner, the operating partnership and their
affiliates will not be liable for any of our obligations under the Indenture or
the notes.

LEGAL DEFEASANCE AND COVENANT DEFEASANCE

     We may, at the option of the board of directors of our general partner, on
our behalf, and the board of directors of AmeriGas Finance Corp. and at any
time, elect to have all of our obligations discharged with respect to
outstanding notes. This is known as "legal defeasance." However, under legal
defeasance we cannot discharge:

     - the rights of holders of outstanding notes to receive payments with
       respect to any principal, premium, interest and liquidated damages on the
       notes when the payments are due;

     - our obligations with respect to the notes concerning issuing temporary
       notes, registration of notes or mutilated, destroyed, lost or stolen
       notes;

     - our obligation to maintain an office or agency for payment and money for
       security payments held in trust;

     - the rights, powers, trusts, duties and immunities of the trustee, and our
       obligations in connection therewith; and

     - the legal defeasance and covenant defeasance provisions of the Indenture.

     In addition, we may, at our option and at any time, elect to have our
obligations released with respect to certain covenants that are described in the
Indenture. This is called "covenant defeasance." After our obligations have been
released in this manner, any failure to comply with these obligations will not
constitute a Default or Event of Default with respect to the notes. In the event
covenant defeasance occurs, certain events, not including non-payment,
bankruptcy, receivership, reorganization and insolvency, described in the
Indenture and summarized in this prospectus under the caption "Events of
Default" will no longer constitute an Event of Default with respect to the
notes.

     In order to exercise either legal defeasance or covenant defeasance, we
must irrevocably deposit with the trustee, in trust, for the benefit of the
noteholders, cash in U.S. dollars, non-callable U.S. government securities, or a
combination thereof, in amounts sufficient, in the opinion of a nationally
recognized firm of independent public accountants, to pay the principal, any
premium and interest on the outstanding notes on the stated maturity date or on
the applicable redemption date.

                                        35


     In addition, we will be required to deliver to the trustee an opinion of
counsel stating that after the 91st day following the deposit the trust funds
will not be subject to the effect of any applicable bankruptcy, insolvency,
reorganization or similar laws affecting creditors' rights generally, and that
all conditions precedent provided for or relating to legal defeasance or
covenant defeasance have been complied with, and confirming other matters.
Furthermore, in the case of a legal defeasance, the opinion must confirm that we
have received from, or there shall have been published by, the IRS a ruling, or
since the date of the Indenture, there shall have been a change in the
applicable federal income tax law, in either case, to the effect that, and based
thereon, the holders of the outstanding notes will not recognize income, gain or
loss for federal income tax purposes as a result of the legal defeasance and
will be subject to federal income tax on the same amounts, in the same manner
and at the same times as would have been the case if the legal defeasance had
not occurred. In the case of covenant defeasance, the opinion must confirm that
the holders of the outstanding notes will not recognize income, gain or loss for
federal income tax purposes as a result of the covenant defeasance and will be
subject to federal income tax on the same amounts, in the same manner and at the
same times as would have been the case if the covenant defeasance had not
occurred.

     Finally, to exercise either legal defeasance or covenant defeasance, we
must have delivered to the trustee an officers' certificate stating that we did
not make the deposit with the intent of preferring the holders of notes over our
other creditors or with the intent of defeating, hindering, delaying or
defrauding our other creditors.

     We may not exercise either legal defeasance or covenant defeasance if an
Event of Default has occurred and is continuing on the date of the deposit or
insofar as Events of Default from bankruptcy or insolvency events are concerned,
at any time in the period ending on the 91st day after the date of deposit. In
addition, we may not exercise either legal defeasance or covenant defeasance if
such legal defeasance or covenant defeasance will result in a breach, violation
or constitute a default under any material agreement or instrument, other than
the Indenture, to which we or any of our Restricted Subsidiaries is a party or
by which we or any of our Restricted Subsidiaries is bound.

AMENDMENT, SUPPLEMENT AND WAIVER

     In general, the Indenture and the notes may be amended or supplemented, and
any existing default or compliance with any provision of the Indenture or the
notes may be waived, with the consent of the holders of at least a majority in
principal amount of the notes then outstanding. This includes consents obtained
in connection with a tender offer or exchange offer for notes. However, without
the consent of each noteholder affected, an amendment or waiver may not, with
respect to any notes held by a non-consenting noteholder:

     - reduce the principal amount of notes whose holders must consent to an
       amendment, supplement or waiver;

     - reduce the principal of or change the fixed maturity of any note or alter
       the provisions with respect to the redemption of the notes, other than
       provisions relating to our obligation to repurchase the notes upon
       certain asset sales or a change of control;

     - reduce the rate of or change the time for payment of interest on any
       note;

     - waive a Default in the payment of principal or interest on the notes;

     - make any note payable in money other than that stated in the notes;

     - make any change in the provisions of the Indenture relating to waivers of
       past Defaults or the rights of holders of notes to receive payments of
       principal, premium, if any, or interest on the notes; or

     - make any change in the foregoing amendment and waiver provisions.

                                        36


     Notwithstanding the foregoing, without the consent of any noteholder, we
and the trustee may amend or supplement the Indenture or the notes to:

     - cure any ambiguity, defect or inconsistency;

     - provide for uncertificated notes in addition to or in place of
       certificated notes;

     - provide for the assumption of our obligations to noteholders in the case
       of a merger or consolidation;

     - make any change that could provide any additional rights or benefits to
       the noteholders that does not adversely affect the legal rights under the
       Indenture of any such holder;

     - comply with requirements of the SEC in order to effect or maintain the
       qualification of the Indenture under the Trust Indenture Act; or

     - to provide security for or add guaranties with respect to the notes.

THE TRUSTEE

     Should the trustee, Wachovia Bank, National Association, become our
creditor, the Indenture contains certain limitations on the trustee's rights to
obtain payment of claims or to realize on certain property received in respect
of any claim as security or otherwise. The trustee will be permitted to engage
in other transactions; however, if it acquires any conflicting interest it must
eliminate the conflict within 90 days, apply to the SEC for permission to
continue, or resign.

     The holders of a majority in principal amount of the then-outstanding notes
will have the right to direct the time, method and place of conducting any
proceeding for exercising any remedy available to the trustee, subject to
certain exceptions. The Indenture provides that in case an uncured Event of
Default occurs, the trustee will be required, in the exercise of its power, to
use the degree of care of a prudent man in the conduct of his own affairs.
Subject to these provisions, the trustee will be under no obligation to exercise
any of its rights or powers under the Indenture at the request of any
noteholder, unless the noteholder offers to the trustee security and indemnity
satisfactory to the trustee against any loss, liability or expense.

REGISTRATION RIGHTS; LIQUIDATED DAMAGES

     We and the initial purchasers will enter into the Registration Rights
Agreement on or prior to the execution date of the Indenture. Pursuant to the
Registration Rights Agreement, we will agree to file with the SEC the Exchange
Offer Registration Statement on the appropriate form under the Securities Act
with respect to an offer to exchange the notes for our Series B Notes with terms
identical in all material respects to the notes. Upon the effectiveness of the
Exchange Offer Registration Statement, we will offer to the holders of Transfer
Restricted Securities (as defined below) who are able to make certain
representations the opportunity to exchange their Transfer Restricted Securities
for Series B Notes. If:

     - we are not permitted to consummate the Exchange Offer because it is not
       permitted by applicable law or SEC policy; or

     - any holder of Transfer Restricted Securities notifies us within the
       specified time period that

     - it is not entitled to participate in the Exchange Offer, or

     - it may not resell the Series B Notes acquired by it in the Exchange Offer
       to the public without delivering a prospectus and the prospectus
       contained in the Exchange Offer Registration Statement is not appropriate
       or available for such resales by the holder, or

     - it is a broker-dealer and owns notes acquired directly from us or our
       affiliate, then

we will file with the SEC a shelf registration statement ("Shelf Registration
Statement") to cover resales of the Transfer Restricted Securities by the
holders thereof who satisfy certain conditions relating to the provision of
information in connection with the Shelf Registration Statement. We will use
reasonable efforts to cause the applicable registration statement to be declared
effective as promptly as possible by the SEC.

                                        37


     For purposes of the foregoing, "Transfer Restricted Securities" means each
note until:

     - the date on which the note has been exchanged by a Person other than a
       broker-dealer for a Series B Note in the Exchange Offer;

     - following the exchange by a broker-dealer in the Exchange Offer of a note
       for a Series B Note, the date on which the Series B Note is sold to a
       purchaser who receives from the broker-dealer on or prior to the date of
       the sale a copy of the prospectus contained in the Exchange Offer
       Registration Statement;

     - the date on which the security has been effectively registered under the
       Securities Act and disposed of in accordance with the Shelf Registration
       Statement; or

     - the date on which the security is distributed pursuant to Rule 144 under
       the Act.

     Under existing SEC interpretations, the Transfer Restricted Securities
would, in general, be freely transferable after the Exchange Offer without
further registration under the Securities Act; provided, that in the case of
broker-dealers, a prospectus meeting the requirements of the Securities Act is
required to be delivered. We have agreed, for a period of 180 days after
consummation of the Exchange Offer, to make available a prospectus meeting the
requirements of the Securities Act to any broker-dealer for use in connection
with any resale of any Series B Notes acquired as described below. A
broker-dealer which delivers the prospectus to purchasers in connection with
resales will be subject to certain of the civil liability provisions under the
Securities Act and will be bound by the provisions of the Registration Rights
Agreement (including certain indemnification rights and obligations).

     Each holder of the Transfer Restricted Securities who wishes to exchange
Transfer Restricted Securities for Series B Notes in the Exchange Offer will be
required to make certain representations, including representations that:

     - any Series B Notes to be received by it will be acquired in the ordinary
       course of its business;

     - it has no arrangement with any Person to participate in the distribution
       of the Series B Notes; and

     - it is not our "affiliate," as defined in Rule 405 of the Securities Act
       or if it is an affiliate, it will comply with the registration and
       prospectus delivery requirements of the Securities Act to the extent
       applicable.

     If the holder is not a broker-dealer, it will be required to represent that
it is not engaged in, and does not intend to engage in, the distribution of the
Series B Notes. If the holder is a broker-dealer that will receive Series B
Notes for its own account in exchange for Transfer Restricted Securities that
were acquired as a result of market-making activities or other trading
activities, it will be required to acknowledge that it will deliver a prospectus
in connection with any resale of any of these Series B Notes.

CERTAIN DEFINITIONS

     Set forth below are certain defined terms used in the Indenture and in the
summary of the notes set forth above. These defined terms frequently refer to
other defined terms and include details that explain the terms of the Indenture
with greater precision than the summary section above does. We have not,
however, included in this glossary all of the defined terms that are included in
the Indenture. We urge you to read the Indenture and the form of note because
they, not this summary description, define the rights of the noteholders and
include all the details about the notes.

     "Acquired Indebtedness" means, with respect to any specified Person, (i)
Indebtedness of any other Person existing at the time such other Person merged
with or into or became a Subsidiary of such specified Person, including
Indebtedness incurred in connection with, or in contemplation of, such other
Person merging with or into or becoming a Subsidiary of such specified Person
and (ii) Indebtedness encumbering any asset acquired by such specified Person.

     "Acquisition Facility" means the loan facility of the Operating Partnership
provided for in the Credit Agreement for the purpose of financing acquisitions.

                                        38


     "Affiliate" means, with respect to any specified Person, any other Person
directly or indirectly controlling or controlled by, or under direct or indirect
common control with, such specified Person. For purposes of this definition,
"control" shall mean the power to direct management and policies, whether
through the ownership of voting securities, by contract or otherwise.
Notwithstanding the foregoing, the term "Affiliate" shall not include any
Wholly-Owned Restricted Subsidiary.

     "Asset Acquisition" means:

     - an Investment by the partnership or any Restricted Subsidiary of the
       partnership in any other Person pursuant to which the Person shall become
       a Restricted Subsidiary of the partnership, or shall be merged with or
       into the partnership or any Restricted Subsidiary of the partnership;

     - the acquisition by the partnership or any Restricted Subsidiary of the
       partnership of the assets of any Person, other than a Restricted
       Subsidiary of the partnership, which constitute all or substantially all
       of the assets of such Person; or

     - the acquisition by the partnership or any Restricted Subsidiary of the
       partnership of any division or line of business of any Person, other than
       a Restricted Subsidiary of the partnership.

     "Attributable Debt" means, with respect to any Sale and Leaseback
Transactions not involving a Capital Lease, as of any date of determination, the
total obligation, discounted to present value at the rate of interest implicit
in the lease included in the transaction, of the lessee for rental payments
during the remaining portion of the term of the lease, including extensions
which are at the sole option of the lessor, of the lease included in the
transaction. For purposes of this definition, the rental payments shall not
include amounts required to be paid on account of property taxes, maintenance,
repairs, insurance, assessments, utilities, operating and labor costs and other
items which do not constitute payments for property rights. In the case of any
lease which is terminable by the lessee upon the payment of a penalty, the
rental obligation shall also include the amount of the penalty, but no rent
shall be considered as required to be paid under such lease subsequent to the
first date upon which it may be so terminated.

     "Available Cash" as to any quarter means:

     - the sum of:

      - all cash of the partnership, the operating partnership and any
        subsidiaries thereof, treated as a single consolidated entity (together,
        the "partnership group"), on hand at the end of the quarter; and

      - all additional cash of the partnership group on hand on the date of
        determination of Available Cash with respect to the quarter resulting
        from borrowings subsequent to the end of the quarter;

     - less the amount of cash reserves that is necessary or appropriate in the
       reasonable discretion of the general partner to:

      - provide for the proper conduct of the business of the partnership group,
        including reserves for future capital expenditures, subsequent to the
        quarter;

      - provide funds for distributions under Section 5.3(a), (b) and (c) or
        5.4(a) of our partnership agreement in respect of any one or more of the
        next four quarters; or

      - comply with applicable law or any debt instrument or other agreement or
        obligation to which any member of the partnership group is a party or
        its assets are subject;

provided, however, that Available Cash attributable to any Restricted Subsidiary
of the partnership will be excluded to the extent dividends or distributions of
Available Cash by the Restricted Subsidiary are not at the date of determination
permitted by the terms of its charter or any agreement, instrument, judgment,
decree, order, statute, rule or other regulation.

     "Bank Credit Facilities" means the Acquisition Facility and the Revolving
Loan Facility.

                                        39


     "Capital Lease" means, as applied to any Person, any lease of any property
(whether real, personal or mixed) by such Person (as lessee or guarantor or
other surety) which would, in accordance with GAAP, be required to be classified
and accounted for as a capital lease on a balance sheet of such Person.

     "Change of Control" means (i) the sale, lease, conveyance or other
disposition of all or substantially all of the assets of the Partnership or the
Operating Partnership to any Person or group (as such term is used in Section
13(d)(3) of the Exchange Act) other than Permitted Holders or any Person of
which Permitted Holders beneficially own in the aggregate 51% or more of the
Voting Stock, (ii) the merger or consolidation of the Partnership or the
Operating Partnership with another partnership or corporation other than a
Permitted Holder or any Person of which Permitted Holders beneficially own in
the aggregate 51% or more of the Voting Stock, (iii) the liquidation or
dissolution of the Partnership or the General Partner or (iv) the occurrence of
any transaction, the result of which is that Permitted Holders beneficially own
in the aggregate, directly or indirectly, less than 51% of the Voting Stock of
the General Partner.

     "Consolidated Borrowing Base Amount" means an amount equal to the sum of:

     - 85% of the face amount of Eligible Accounts Receivable of the partnership
       and its Restricted Subsidiaries; and

     - 70% of the book value of the consolidated Inventory of the partnership
       and its Restricted Subsidiaries, in each case as determined in accordance
       with GAAP.

     To the extent that information is not available as to the amount of
Eligible Accounts Receivable or Inventory as of a specific date, the partnership
may utilize the most recent available information for purposes of calculating
the Consolidated Borrowing Base Amount.

     "Consolidated Cash Flow Available for Fixed Charges" means, with respect to
the partnership and its Restricted Subsidiaries, for any period, the sum of,
without duplication, the amounts for the period, taken as single accounting, of:

     - Consolidated Net Income;

     - Consolidated Non-cash Charges;

     - Consolidated Interest Expense; and

     - Consolidated Income Tax Expense.

     "Consolidated Fixed Charge Coverage Ratio" means, with respect to the
partnership and its Restricted Subsidiaries, the ratio of:

     - the aggregate amount of Consolidated Cash Flow Available for Fixed
       Charges of the partnership and its Restricted Subsidiaries for the four
       full fiscal quarters immediately preceding the date of the transaction
       (the "Transaction Date") giving rise to the need to calculate the
       Consolidated Fixed Charge Coverage Ratio (the "Four Quarter Period"); to

     - the aggregate amount of Consolidated Fixed Charges of the partnership and
       its Restricted Subsidiaries for the Four Quarter Period.

     In addition to and without limitation of the foregoing, for purposes of
this definition, "Consolidated Cash Flow Available for Fixed Charges" and
"Consolidated Fixed Charges" shall be calculated after giving effect on a pro
forma basis for the period of the calculation to, without duplication:

     - the incurrence or repayment of any Indebtedness, other than revolving
       credit borrowings, of the partnership or any of its Restricted
       Subsidiaries (and in the case of any incurrence, the application of the
       net proceeds thereof) during the period commencing on the first day of
       the Four Quarter Period to and including the Transaction Date (the
       "Reference Period"), including, without limitation, the incurrence of the
       Indebtedness giving rise to the need to make the calculation (and the
       application of the net proceeds thereof), as if the incurrence (and
       application) occurred on the first day of the Reference Period; and

                                        40


     - any Asset Sales or Asset Acquisitions (including, without limitation, any
       Asset Acquisition giving rise to the need to make the calculation as a
       result of the partnership or one of its Restricted Subsidiaries,
       including any Person who becomes a Restricted Subsidiary as a result of
       the Asset Acquisition, incurring, assuming or otherwise being liable for
       Acquired Indebtedness) occurring during the Reference Period, as if the
       Asset Sale or Asset Acquisition occurred on the first day of the
       Reference Period; provided, however, that:

      - Consolidated Fixed Charges will be reduced by amounts attributable to
        businesses or assets that are so disposed of or discontinued only to the
        extent that the obligations giving rise to such Consolidated Fixed
        Charges would no longer be obligations contributing to the Consolidated
        Fixed Charges subsequent to the date of Determination of the
        Consolidated Fixed Charge Coverage Ratio;

      - Consolidated Cash Flow Available for Fixed Charges generated by an
        acquired business or asset shall be determined by the actual gross
        profit, which is equal to revenues minus cost of goods sold, of the
        acquired business or asset during the immediately preceding four full
        fiscal quarters in the Reference Period, minus the pro forma expenses
        that would have been incurred by the partnership and its Restricted
        Subsidiaries in the operation of the acquired business or asset during
        the period computed on the basis of personnel expenses for employees
        retained or to be retained by the partnership and its Restricted
        Subsidiaries in the operation of the acquired business or asset and non-
        personnel costs and expenses incurred by the partnership and its
        Restricted Subsidiaries in the operation of the partnership's business
        at similarly situated facilities.

     Furthermore, in calculating "Consolidated Fixed Charges" for purposes of
determining the "Consolidated Fixed Charge Coverage Ratio":

     - interest on outstanding Indebtedness, other than Indebtedness referred to
       in the point below, determined on a fluctuating basis as of the last day
       of the Four Quarter Period and which will continue to be so determined
       thereafter shall be deemed to have accrued at a fixed rate per annum
       equal to the rate of interest on such Indebtedness in effect on that
       date;

     - only actual interest payments associated with Indebtedness incurred in
       accordance with the fifth and seventh clauses of the definition of
       Permitted Indebtedness and all Permitted Refinancing Indebtedness in
       respect thereof, during the Four Quarter Period shall be included in the
       calculation; and

     - if interest on any Indebtedness actually incurred on the date may
       optionally be determined at an interest rate based upon a factor of a
       prime or similar rate, a eurocurrency interbank offered rate, or other
       rates, then the interest rate in effect on the last day of the Four
       Quarter Period will be deemed to have been in effect during the period.
       "Consolidated Fixed Charges" means, with respect to the partnership and
       its Restricted Subsidiaries for any period, the sum of, without
       duplication:

     - the amounts for such period of Consolidated Interest Expense; and

     - the product of:

      - the aggregate amount of dividends and other distributions paid or
        accrued during the period in respect of preferred stock and redeemable
        capital stock of the partnership and its Restricted Subsidiaries on a
        consolidated basis; and

      - a fraction, the numerator of which is one and the denominator of which
        is one less the then applicable current combined federal, state and
        local statutory tax rate, expressed as a percentage.

     "Consolidated Fixed Charges" means, with respect to the Partnership and its
Restricted Subsidiaries for any period, the sum of, without duplication, (a) the
amounts for such period of Consolidated Interest Expense and (b) the product of
(i) the aggregate amount of dividends and other distributions paid or accrued
during such period in respect of Preferred Stock and Redeemable Capital Stock of
the Partnership and its Restricted Subsidiaries on a consolidated basis and (ii)
a fraction, the numerator of which is one and the denominator of which is one
minus the then applicable current combined federal, state and local statutory
tax rate, expressed as a percentage.

                                        41


     "Consolidated Income Tax Expense" means, with respect to the partnership
and its Restricted Subsidiaries for any period, the provision for federal,
state, local and foreign income taxes of the partnership and its Restricted
Subsidiaries for the period as determined on a consolidated basis in accordance
with GAAP.

     "Consolidated Interest Expense" means, with respect to the partnership and
its Restricted Subsidiaries, for any period, without duplication, the sum of:

     - the interest expense of the partnership and its Restricted Subsidiaries
       for the period as determined on a consolidated basis in accordance with
       GAAP, including, without limitation:

     - any amortization of debt discount;

     - the net cost under Interest Rate Agreements;

     - the interest portion of any deferred payment obligation;

     - all commissions, discounts and other fees and charges owed with respect
       to letters of credit and bankers' acceptance financing; and

     - all accrued interest for all instruments evidencing Indebtedness; and

     - the interest component of Capital Leases paid or accrued or scheduled to
       be paid or accrued by the partnership and its Restricted Subsidiaries
       during the period as determined on a consolidated basis in accordance
       with GAAP.

     "Consolidated Net Income" means the net income of the partnership and its
Restricted Subsidiaries, as determined on a consolidated basis in accordance
with GAAP and as adjusted to exclude:

     - net after-tax extraordinary gains or losses;

     - net after-tax gains or losses attributable to Asset Sales;

     - the net income or loss of any Person which is not a Restricted Subsidiary
       and which is accounted for by the equity method of accounting; provided
       that Consolidated Net Income shall include the amount of dividends or
       distributions actually paid to the partnership or any Restricted
       Subsidiary;

     - the net income or loss prior to the date of acquisition of any Person
       combined with the partnership or any Restricted Subsidiary in a pooling
       of interest;

     - the net income of any Restricted Subsidiary to the extent that dividends
       or distributions of that net income are not at the date of determination
       permitted by the terms of its charter or any agreement, instrument,
       judgment, decree, order, statute, rule or other regulation; and

     - the cumulative effect of any changes in accounting principles.

     "Consolidated Net Worth" means, with respect to the partnership and its
Restricted Subsidiaries at any date, the consolidated stockholders' equity or
partners' capital of the partnership less the amount of the stockholders' equity
or partners' capital attributable to redeemable capital stock of the partnership
and its Restricted Subsidiaries, as determined in accordance with GAAP.

     "Consolidated Non-Cash Charges" means, with respect to the partnership and
its Restricted Subsidiaries for any period, the aggregate depreciation,
amortization and any other non-cash charges resulting from write-downs of
non-current assets, in each case which reduces the Consolidated Net Income of
the partnership and its Restricted Subsidiaries for the period, as determined on
a consolidated basis in accordance with GAAP.

     "Consolidated Tangible Assets" of any Person means, as of any date, the
amount which, in accordance with GAAP, would be set forth under the caption
"Total Assets" (or any like caption) on a consolidated balance sheet of such
Person and its Restricted Subsidiaries, as of the end of the most recently ended
fiscal quarter for which internal financial statements are available, less all
intangible assets, including, without limitation, goodwill, organization costs,
patents, trademarks, copyrights, franchises, and research and development costs.

                                        42


     "Credit Agreement" means the Credit Agreement, dated as of August 28, 2003,
among the Operating Partnership, the general partner, Petrolane, Citicorp USA,
Inc., Credit Suisse First Boston, Wachovia Bank, National Association, as
issuing bank and agent and the other banks which are or become parties from time
to time thereto, evidencing Bank Credit Facilities, as it has been and may be
amended, supplemented or otherwise modified from time to time, including all
exhibits and schedules thereto, and any successor or supplement facility entered
into in the compliance with the Indenture.

     "Default" means any event that is, or after notice or passage of time or
both would be, an Event of Default.

     "Designation Amount" means, with respect to the designation of a Restricted
Subsidiary or a newly acquired or formed subsidiary as an Unrestricted
Subsidiary, an amount equal to the sum of:

     - the net book value of all assets of the subsidiary at the time of the
       designation in the case of a Restricted Subsidiary; and

     - the cost of acquisition or formation in the case of a newly acquired or
       formed subsidiary.

     "GAAP" means generally accepted accounting principles set forth in the
opinions and pronouncements of the Accounting Principles Board of the American
Institute of Certified Public Accountants and in the statements and
pronouncements of the Financial Accounting Standards Board or in such other
statements by such other entity as have been approved by a significant segment
of the accounting profession, which are in effect on the date of execution of
the Indenture.

     "Indebtedness" means, as applied to any Person, without duplication:

     - any Indebtedness for borrowed money and all obligations evidenced by any
       bond, note, debenture or other similar instrument or letter of credit, or
       reimbursement agreements in respect thereof, which the Person has,
       directly or indirectly, created, incurred or assumed;

     - any Indebtedness for borrowed money and all obligations evidenced by any
       bond, note, debenture or other similar instrument secured by any lien in
       respect of property owned by the Person, whether or not the Person has
       assumed or become liable for the payment of the Indebtedness; provided
       that the amount of the Indebtedness, if the Person has not assumed the
       same or become liable therefor, shall in no event be deemed to be greater
       than the fair market value from time to time, as determined in good faith
       by the Person, of the property subject to the lien;

     - any Indebtedness, whether or not for borrowed money, excluding trade
       payables and accrued expenses arising in the ordinary course of business,
       with respect to which the Person has become directly or indirectly liable
       and which represents the deferred purchase price, or a portion thereof,
       or has been incurred to finance the purchase price, or a portion thereof,
       of any property or service or business acquired by the Person, whether by
       purchase, consolidation, merger or otherwise;

     - the principal component of any obligations under Capital Leases to the
       extent the obligations would, in accordance with GAAP, appear on the
       balance sheet of the Person;

     - all Attributable Debt of the Person in respect of Sale and Leaseback
       Transactions not involving a Capital Lease;

     - any Indebtedness of the character referred to in the first five points of
       this definition deemed to be extinguished under GAAP but for which the
       Person remains legally liable;

     - any Indebtedness of any other Person of the character referred to in the
       first six points of this definition with respect to which the Person
       whose Indebtedness is being determined has become liable by way of a
       guaranty;

     - all redeemable capital stock of the Person valued at the greater of its
       voluntary or involuntary maximum fixed repurchase price plus accrued
       dividends;

                                        43


     - any preferred stock of any subsidiary of the Person valued at the
       liquidation preference thereof or any mandatory redemption payment
       obligations in respect thereof plus, in either case, accrued dividends
       thereon; and

     - any amendment, supplement, modification, deferral, renewal, extension or
       refunding of any liability of the types referred to in the first nine
       points above.

For purposes hereof, the "maximum fixed repurchase price" of any redeemable
capital stock which does not have a fixed repurchase price shall be calculated
in accordance with the terms of the redeemable capital stock as if it were
purchased on any date on which Indebtedness shall be required to be determined
pursuant to the Indenture and if the price is based upon, or measured by, the
fair market value of the redeemable capital stock, the fair market value shall
be determined in good faith by the board of directors of the issuer of the
redeemable capital stock.

     "Investment" means as applied to any Person:

     - any direct or indirect purchase or other acquisition by the Person of
       stock or other securities of any other Person; or

     - any direct or indirect loan, advance or capital contribution by the
       Person to any other Person and any other item which would be classified
       as an "investment" on a balance sheet of the Person prepared in
       accordance with GAAP, including without limitation any direct or indirect
       contribution by the Person of property or assets to a joint venture,
       partnership or other business entity in which the Person retains an
       interest, it being understood that a direct or indirect purchase or other
       acquisition by the Person of assets of any other Person, other than stock
       or other securities, shall not constitute an "Investment" for purposes of
       the Indenture.

The amount classified as Investments made during any period shall be the
aggregate cost to the partnership and its Restricted Subsidiaries of all the
Investments made during the period, determined in accordance with GAAP, but
without regard to unrealized increases or decreases in value, or write-ups,
write-downs or write-offs, of the Investments and without regard to the
existence of any undistributed earnings or accrued interest with respect thereto
accrued after the respective dates on which the Investments were made, less any
net return of capital realized during the period upon the sale, repayment or
other liquidation of the Investments, determined in accordance with GAAP, but
without regard to any amounts received during the period as earnings (in the
form of dividends not constituting a return of capital, interest or otherwise)
on the Investments or as loans from any Person in whom the Investments have been
made.

     "Net Amount of Unrestricted Investment" means, without duplication, the sum
of:

     - the aggregate amount of all Investments made after the execution date of
       the Indenture pursuant to the eighth clause of the definition of
       Permitted Investment, computed as provided in the last sentence of the
       definition of Investment; and

     - the aggregate of all Designation Amounts in connection with the
       designation of unrestricted subsidiaries, less all Designation Amounts in
       respect of unrestricted subsidiaries which have been designated as
       Restricted Subsidiaries and otherwise reduced in a manner consistent with
       the provisions of the last sentence of the definition of Investment.

     "Net Proceeds" means, with respect to any asset sale or sale of capital
stock, the proceeds therefrom in the form of cash or cash equivalents including
payments in respect of deferred payment obligations when received in the form of
cash or cash equivalents, except to the extent that the deferred payment
obligations are financed or sold with recourse to the partnership or any of its
Restricted Subsidiaries, net of:

     - brokerage commissions and other fees and expenses related to the Asset
       Sale, including, without limitation, fees and expenses of legal counsel
       and accountants and fees, expenses, discounts or commissions of
       underwriters, placement agents and investment bankers;

     - provisions for all taxes payable as a result of the Asset Sale;

                                        44


     - amounts required to be paid to any Person, other than the partnership or
       any Restricted Subsidiary of the partnership, owning a beneficial
       interest in the assets subject to the Asset Sale;

     - appropriate amounts to be provided by the partnership or any Restricted
       Subsidiary of the partnership, as the case may be, as a reserve required
       in accordance with GAAP against any liabilities associated with the Asset
       Sale and retained by the partnership or any Restricted Subsidiary of the
       partnership, as the case may be, after the Asset Sale, including, without
       limitation, pension and other post-employment benefit liabilities,
       liabilities related to environmental matters and liabilities under any
       indemnification obligations associated with the Asset Sale; and

     - amounts required to be applied to the repayment of Indebtedness secured
       by any lien on the asset or assets sold in the Asset Sale.

     "Permitted Business" means either (1) marketing, distributing or otherwise
handling propane or other hydrocarbons, or activities or services reasonably
related or ancillary thereto, or (2) any other business that generates gross
income that constitutes "qualifying income" under Section 7704(d) of the Code.

     "Permitted Indebtedness" means any of the following:

     - Indebtedness of the Issuers evidenced by the notes being offered by this
       Prospectus;

     - Indebtedness outstanding on the execution date of the Indenture;

     - Indebtedness of the Operating Partnership; provided that the aggregate
       principal amount (exclusive of any unamortized premium) of such
       Indebtedness outstanding at any time may not exceed $518.0 million;

     - Indebtedness of the partnership or a Restricted Subsidiary incurred (A)
       for the making of expenditures for the improvement or repair of (to the
       extent such improvements or repairs may be capitalized on the books of
       such Person in accordance with GAAP) or additions to (including additions
       by way of acquisitions of businesses and related assets) the property and
       assets of the partnership and its Restricted Subsidiaries (including,
       without limitation, Indebtedness incurred under the Acquisition Facility)
       or (B) by assumption in connection with additions (including additions by
       way of acquisition or capital contributions of businesses and related
       assets) to the property and assets of the partnership and its Restricted
       Subsidiaries; provided that the aggregate principal amount of such
       Indebtedness outstanding at any time may not exceed $75.0 million;

     - Indebtedness of the partnership or a Restricted Subsidiary incurred for
       any purpose permitted under the Revolving Loan Facility; provided that
       the aggregate principal amount of such Indebtedness outstanding at any
       time may not exceed an amount equal to the greatest of (i) $250.0
       million, (ii) the Consolidated Borrowing Base Amount or (iii) 30% of
       Consolidated Tangible Assets of the partnership;

     - Indebtedness of the partnership owing to the General Partner or an
       Affiliate of the General Partner that is unsecured and that is
       Subordinated Indebtedness; provided that the aggregate principal amount
       of such Indebtedness outstanding at any time may not exceed $50.0
       million;

     - Indebtedness of the partnership or a Restricted Subsidiary for the
       purpose of the payment of certain liabilities of Petrolane; provided that
       the aggregate amount of such Indebtedness outstanding at any time may not
       exceed $30.0 million;

     - Indebtedness owed by the partnership or any Restricted Subsidiary to any
       Wholly-Owned Restricted Subsidiary;

     - Indebtedness under Interest Rate Agreements;

     - Permitted Refinancing Indebtedness;

     - the incurrence by the partnership or a Restricted Subsidiary of
       Indebtedness owing directly to its insurance carriers (without
       duplication) in connection with the partnership's, its Subsidiaries' or
       its Affiliates' self-insurance programs or other similar forms of
       retained insurable risks for their respective

                                        45


       businesses, consisting of reinsurance agreements and indemnification
       agreements (and guarantees of the foregoing) secured by letters of
       credit; provided that any Consolidated Fixed Charges associated with the
       Indebtedness evidenced by such reinsurance agreements, indemnification
       agreements, guarantees and letters of credit shall be included (without
       duplication) in any determination of the Consolidated Fixed Charge
       Coverage Ratio test set forth in the covenant in the Indenture entitled
       "Limitation on Additional Debt";

     - Indebtedness of the partnership and its Restricted Subsidiaries in
       respect of Capital Leases; provided that the aggregate amount of such
       Indebtedness outstanding at any time may not exceed $30.0 million;

     - Indebtedness of the partnership and its Restricted Subsidiaries
       represented by letters of credit supporting (i) obligations under
       workmen's compensation laws, (ii) obligations to suppliers of propane;
       provided that the aggregate amount of such Indebtedness outstanding at
       any time may not exceed $25.0 million and (iii) the repayment of
       Permitted Indebtedness; and

     - surety bonds and appeal bonds required in the ordinary course of business
       or in connection with the enforcement of rights or claims of the
       partnership or any of its Subsidiaries or in connection with judgments
       that do not result in a Default or Event of Default.

     "Permitted Investments" means any of the following:

     - First, Investments made or owned by the partnership or any Restricted
       Subsidiary in:

          (A) marketable obligations issued or unconditionally guaranteed by the
     United States, or issued by any agency thereof and backed by the full faith
     and credit of the United States, in each case maturing one year or less
     from the date of acquisition thereof;

          (B) marketable direct obligations issued by any state of the United
     States or any political subdivision of any such state or any public
     instrumentality thereof maturing within one year from the date of
     acquisition thereof and having as at such date the highest rating
     obtainable from either Standard & Poor's Ratings Group and its successors
     ("S&P") or Moody's Investors Service, Inc. and its successors ("Moody's");

          (C) commercial paper maturing no more than 365 days from the date of
     creation thereof and having as at the date of acquisition thereof one of
     the two highest ratings obtainable from either S&P or Moody's;

          (D) certificates of deposit maturing one year or less from the date of
     acquisition thereof issued by commercial banks incorporated under the laws
     of the United States or any state thereof or the District of Columbia or
     Canada ("Permitted Banks");

     - the commercial paper or other short term unsecured debt obligations of
       which are as at such date rated either "A-2" or better (or comparably if
       the rating system is changed) by S&P or "Prime-2" or better (or
       comparably if the rating system is changed) by Moody's; or

     - the long-term debt obligations of which are, as at such date, rated
       either "A" or better (or comparably if the rating system is changed) by
       either S&P or Moody's;

          (E) eurodollar time deposits having a maturity of less than 270 days
     from the date of acquisition thereof purchased directly from any Permitted
     Bank;

          (F) bankers' acceptances eligible for rediscount under requirements of
     the Board of Governors of the Federal Reserve System and accepted by
     Permitted Banks;

          (G) obligations of the type described in clauses (A) through (E) above
     purchased from a securities dealer designated as a "primary dealer" by the
     Federal Reserve Bank of New York or from a Permitted Bank as counterparty
     to a written repurchase agreement obligating such counterparty to
     repurchase such obligations not later than 14 days after the purchase
     thereof and which provides that the obligations which are the subject
     thereof are held for the benefit of the partnership or a Restricted
     Subsidiary by a

                                        46


     custodian which is a Permitted Bank and which is not a counterparty to the
     repurchase agreement in question;

          (H) shares of money market mutual funds having as at such date one of
     the two highest ratings obtainable from either S&P or Moody's; and

          (I) auction rate investments having as at such date one of the two
     highest ratings obtainable from either S&P or Moody's;

     - Second, the acquisition by the partnership or any Restricted Subsidiary
       of capital stock or other ownership interests, whether in a single
       transaction or in a series of related transactions, of a Person engaged
       in a Permitted Business such that, upon the completion of such
       transaction or series of transactions, the Person becomes a Restricted
       Subsidiary;

     - Third, subject to the eighth clause below, the making or ownership by the
       partnership or any Restricted Subsidiary of Investments (in addition to
       Investments permitted by the first, second, fourth, fifth, sixth and
       seventh clauses of this definition) in any Person engaged in a Permitted
       Business; provided that the aggregate amount of all such Investments made
       by the partnership and its Restricted Subsidiaries following the
       execution date of the Indenture and outstanding pursuant to this third
       clause and the eighth clause below shall not at any date of determination
       exceed 10% of Total Assets (the "Investment Limit"); provided that, in
       addition to Investments that would be permitted under the Investment
       Limit, during any fiscal year the partnership and its Restricted
       Subsidiaries may invest up to $25.0 million (the "Annual Limit") pursuant
       to the provisions of this clause, but the unused amount of the Annual
       Limit shall not be carried over to any future years;

     - Fourth, the making or ownership by the partnership or any Restricted
       Subsidiary of Investments:

      - arising out of loans and advances to employees incurred in the ordinary
        course of business;

      - arising out of extensions of trade credit or advances to third parties
        in the ordinary course of business; and

      - acquired by reason of the exercise of customary creditors' rights upon
        default or pursuant to the bankruptcy, insolvency or reorganization of a
        debtor;

     - Fifth, the creation or incurrence of liability by the partnership or any
       Restricted Subsidiary, with respect to any guaranty constituting an
       obligation, warranty or indemnity, not guaranteeing Indebtedness of any
       Person, which is undertaken or made in the ordinary course of business;

     - Sixth, the creation or incurrence of liability by the partnership or any
       Restricted Subsidiary with respect to any interest rate agreements;

     - Seventh, the making by any Restricted Subsidiary of Investments in the
       partnership or another Restricted Subsidiary;

     - Eighth, the making or ownership by the partnership or any Restricted
       Subsidiary of Investments in Unrestricted Subsidiaries; provided that the
       Net Amount of Unrestricted Investment shall not at any time exceed $5.0
       million (and subject to the limitations specified in the third clause
       above); and

     - Ninth, the making or ownership by the partnership or any Restricted
       Subsidiary of Investments in the operating partnership.

     "Permitted Liens" means any of the following:

     - First, liens for taxes, assessments or other governmental charges, the
       payment of which is not yet due and is being contested in good faith by
       appropriate proceedings promptly initiated and diligently conducted and
       as to which reserves or other appropriate provision, if any, as shall be
       required by GAAP, shall have been made therefor and be adequate in the
       good faith judgment of the obligor;

     - Second, liens of lessors, landlords and carriers, vendors, warehousemen,
       mechanics, materialmen, repairmen and other like liens incurred in the
       ordinary course of business for sums not yet due or the
                                        47


       payment of which is being contested in good faith by appropriate
       proceedings promptly initiated and diligently conducted and as to which
       reserves or other appropriate provisions, if any, as shall be required by
       GAAP, shall have been made therefor and be adequate in the good faith
       judgment of the obligor, in each case:

      - not incurred or made in connection with the borrowing of money, the
        obtaining of advances or credit or the payment of the deferred purchase
        price of property; or

      - incurred in the ordinary course of business securing the unpaid purchase
        price of property or services constituting current accounts payable;

     - Third, liens, other than any lien imposed by the Employee Retirement
       Income Security Act of 1974, as may be amended from time to time,
       incurred or deposits made in the ordinary course of business:

      - in connection with workers' compensation, unemployment insurance and
        other types of social security; or

      - to secure or to obtain letters of credit that secure the performance of
        tenders, statutory obligations, surety and appeal bonds, bids, leases,
        performance bonds, purchase, construction or sales contracts and other
        similar obligations, in each case not incurred or made in connection
        with the borrowing of money;

     - Fourth, other deposits made to secure liability to insurance carriers
       under insurance or self-insurance arrangements;

     - Fifth, liens securing reimbursement obligations under letters of credit;
       provided in each case that such liens cover only the title documents and
       related goods and any proceeds thereof covered by the related letter of
       credit;

     - Sixth, any attachment or judgment lien, unless the judgment it secures
       shall not, within 60 days after the entry thereof, have been discharged
       or execution thereof stayed pending appeal or review, or shall not have
       been discharged within 60 days after expiration of any such stay;

     - Seventh, leases or subleases granted to others, easements, rights-of-way,
       restrictions and other similar charges or encumbrances, which in each
       case either are granted, entered into or created in the ordinary course
       of the business of the partnership or any Restricted Subsidiary or do not
       materially impair the value or intended use of the property covered
       thereby;

     - Eighth, liens on property or assets of any Restricted Subsidiary securing
       Indebtedness of the Restricted Subsidiary owing to the partnership or a
       wholly owned Restricted Subsidiary;

     - Ninth, liens on assets of the partnership or any Restricted Subsidiary
       existing on the execution date of the Indenture;

     - Tenth, liens securing Indebtedness evidenced by the first mortgage notes
       or any extension, renewal, refunding or refinancing of any such
       Indebtedness;

     - Eleventh, liens securing Indebtedness incurred under the Acquisition
       Facility or any extension, renewal, refunding or refinancing of any such
       Indebtedness;

     - Twelfth, liens securing Indebtedness incurred under the Revolving Loan
       Facility or any extension, renewal, refunding or refinancing of any such
       Indebtedness;

     - Thirteenth, liens, other than the liens referred to in the eleventh
       clause above, securing Indebtedness incurred in accordance with:

      - the fifth clause of the definition of Permitted Indebtedness;

      - the sixth and eighth clauses of the definition of Permitted
        Indebtedness; or

                                        48


      - Indebtedness otherwise permitted to be incurred under the "Limitation on
        Additional Indebtedness" covenant to the extent incurred:

      - to finance the making of expenditures for the improvement or repair (to
        the extent the improvements and repairs may be capitalized on the books
        of the partnership and the Restricted Subsidiaries in accordance with
        GAAP) of, or additions including additions by way of acquisitions of
        businesses and related assets to, the assets and property of the
        partnership and its Restricted Subsidiaries; or

      - by assumption in connection with additions including additions by way of
        acquisitions or capital contributions of businesses and related assets
        to the property and assets of the partnership and its Restricted
        Subsidiaries; provided that, in the case of Indebtedness incurred in
        accordance with the first and second sub-points of the thirteenth clause
        above, the principal amount of the Indebtedness does not exceed the
        lesser of the cost to the partnership and its Restricted Subsidiaries of
        the additional property or assets and the fair market value of the
        additional property or assets at the time of the acquisition thereof, as
        determined in good faith by the general partner;

     - Fourteenth, liens existing on any property of any Person at the time it
       becomes a subsidiary of the partnership, or existing at the time of
       acquisition upon any property acquired by the partnership or any
       subsidiary through purchase, merger or consolidation or otherwise,
       whether or not assumed by the partnership or the subsidiary, or created
       to secure Indebtedness incurred to pay all or any part of the purchase
       price (a "Purchase Money Lien") of property including, without
       limitation, capital stock and other securities acquired by the
       partnership or a Restricted Subsidiary; provided that:

      - the lien shall be confined solely to the item or items of property and,
        if required by the terms of the instrument originally creating the lien,
        other property which is an improvement to or is acquired for use
        specifically in connection with the acquired property;

      - in the case of a Purchase Money Lien, the principal amount of the
        Indebtedness secured by the Purchase Money Lien shall at no time exceed
        an amount equal to the lesser of:

        a) the cost to the partnership and the Restricted Subsidiaries of the
           property; and

        b) the fair market value of the property at the time of the acquisition
           thereof as determined in good faith by the general partner;

      - the Purchase Money Lien shall be created not later than 30 days after
        the acquisition of the property; and

      - the lien, other than a Purchase Money Lien, shall not have been created
        or assumed in contemplation of the Person's becoming a subsidiary of the
        partnership or the acquisition of property by the partnership or any
        subsidiary;

     - Fifteenth, easements, exceptions or reservations in any property of the
       partnership or any Restricted Subsidiary granted or reserved for the
       purpose of pipelines, roads, the removal of oil, gas, coal or other
       minerals, and other like purposes, or for the joint or common use of real
       property, facilities and equipment, which are incidental to, and do not
       materially interfere with, the ordinary conduct of the business of the
       partnership or any Restricted Subsidiary;

     - Sixteenth, liens arising from or constituting permitted encumbrances
       under the agreements and instruments securing the obligations under the
       first mortgage notes and the bank credit facilities; and

     - Seventeenth, any lien renewing or extending any lien permitted by the
       ninth through the fourteenth clauses above; provided that the principal
       amount of the Indebtedness secured by any such lien shall not exceed the
       principal amount of the Indebtedness outstanding immediately prior to the
       renewal or extension of the lien, and no assets encumbered by the lien
       other than the assets encumbered immediately prior to the renewal or
       extension shall be encumbered thereby.

     "Permitted Refinancing Indebtedness" means Indebtedness incurred by the
partnership or any Restricted Subsidiary to substantially concurrently
(excluding any notice period on redemptions) repay, refund, renew,

                                        49


replace, extend or refinance, in whole or in part, any Permitted Indebtedness of
the partnership or any Restricted Subsidiary or any other Indebtedness incurred
by the partnership or any Restricted Subsidiary pursuant to the "Limitation on
Additional Indebtedness" covenant, to the extent that:

     - the principal amount of the Permitted Refinancing Indebtedness does not
       exceed the principal or accreted amount plus the amount of accrued and
       unpaid interest of the Indebtedness so repaid, refunded, renewed,
       replaced, extended or refinanced and the amount of a reasonably
       determined premium necessary to accomplish such refinancing;

     - with respect to the repayment, refunding, renewal, replacement, extension
       or refinancing of our Indebtedness, the Permitted Refinancing
       Indebtedness ranks no more favorably in right of payment with respect to
       the notes than the Indebtedness so repaid, refunded, renewed, replaced,
       extended or refinanced; and

     - with respect to the repayment, refunding, renewal, replacement, extension
       or refinancing our Indebtedness, the Permitted Refinancing Indebtedness
       has a Weighted Average Life to Stated Maturity and stated maturity equal
       to, or greater than, and has no fixed mandatory redemption or sinking
       fund requirement in an amount greater than or at a time prior to the
       amounts set forth in, the Indebtedness so repaid, refunded, renewed,
       replaced, extended or refinanced;

provided, however, that Permitted Refinancing Indebtedness shall not include
Indebtedness incurred by a Restricted Subsidiary to repay, refund, renew,
replace, extend or refinance Indebtedness of the partnership.

     "Petrolane" means Petrolane Incorporated, a Pennsylvania corporation, and
its successors.

     "Restricted Subsidiary" means a subsidiary of the partnership, which, as of
the date of determination, is not an Unrestricted Subsidiary of the partnership.

     "Revolving Loan Facility" means the revolving loan facility of the
Operating Partnership provided for in the Credit Agreement.

     "Total Assets" means, as of any date of determination, the consolidated
total assets of the partnership and the Restricted Subsidiaries as would be
shown on a consolidated balance sheet of the partnership and the Restricted
Subsidiaries prepared in accordance with GAAP as of that date.

     "Unrestricted Subsidiary" means any subsidiary of the partnership or a
Restricted Subsidiary that is designated as such by the General Partner;
provided that no portion of the Indebtedness or any other obligation contingent
or otherwise of such Subsidiary:

     - is guaranteed by the partnership or any Restricted Subsidiary;

     - is recourse to or obligates the partnership or any Restricted Subsidiary
       in any way; or

     - subjects any property or assets of the partnership or any Restricted
       Subsidiary, directly or indirectly, contingently or otherwise, to the
       satisfaction thereof.

     Notwithstanding the foregoing, the partnership or a Restricted Subsidiary
may Guaranty or agree to provide funds for the payment or maintenance of, or
otherwise become liable with respect to Indebtedness of an Unrestricted
Subsidiary, but only to the extent that the partnership or a Restricted
Subsidiary would be permitted to:

     - make an Investment in the Unrestricted Subsidiary pursuant to the eighth
       clause of the definition of Permitted Investments; and

     - incur the Indebtedness represented by the guaranty or agreement pursuant
       to the first paragraph of the covenant captioned "Limitation on
       Additional Indebtedness."

The board of directors may designate an Unrestricted Subsidiary to be a
Restricted Subsidiary; provided that immediately after giving effect to the
designation there exists no Event of Default or event which after notice or
lapse of time or both would become an Event of Default, and if the Unrestricted
Subsidiary has, as of the

                                        50


date of the designation, outstanding Indebtedness other than Permitted
Indebtedness, the partnership could incur at least $1.00 of Indebtedness other
than Permitted Indebtedness.

     Notwithstanding the foregoing, no subsidiary may be designated an
Unrestricted Subsidiary if the subsidiary, directly or indirectly, holds capital
stock of a Restricted Subsidiary. Neither the operating partnership nor AmeriGas
Finance Corp. may be designated an Unrestricted Subsidiary.

     "Weighted Average Life to Stated Maturity" means, when applied to any
Indebtedness at any date, the number of years obtained by dividing:

     - The sum of the products obtained by multiplying:

      - the amount of each then remaining installment, sinking fund, serial
        maturity or other required payments of principal, including payment at
        final maturity, in respect thereof, by

      - the number of years, calculated to the nearest one-twelfth, that will
        elapse between the date and the making of the payment, by

      - the then outstanding principal amount of the Indebtedness;

provided, however, that with respect to any revolving Indebtedness, the
foregoing calculation of Weighted Average Life to Stated Maturity shall be
determined based upon the total available commitments and the required
reductions of commitments in lieu of the outstanding principal amount and the
required payments of principal, respectively.

     "Wholly Owned Restricted Subsidiary" means the operating partnership or any
Subsidiary of the partnership of which 100% of the outstanding Capital Stock is
owned by the partnership or by one or more Wholly Owned Restricted Subsidiaries
of the partnership. For purposes of this definition, any directors' qualifying
shares or investments by foreign nationals mandated by applicable law shall be
disregarded in determining the ownership of a Subsidiary.

FORM OF SENIOR NOTES

     The certificates representing the exchange notes will be issued in fully
registered form, without coupons. Except as described in the next paragraph, the
exchange notes will be deposited with, or on behalf of, DTC, and registered in
the name of Cede & Co., as DTC's nominee, in the form of a global note. Holders
of the exchange notes will own book-entry interests in the global note evidenced
by records maintained by DTC. Book-entry interests may be exchanged for
certificated notes of like tenor and equal aggregate principal amount, if:

     - DTC notifies us that it is unwilling or unable to continue as depositary
       or we determine that DTC is unable to continue as depositary and we fail
       to appoint a successor depositary;

     - we provide for the exchange pursuant to the terms of the Indenture; or

     - we determine that the book-entry interests will no longer be represented
       by global notes and we execute and deliver to the Trustee instructions to
       that effect.

                                        51


        CERTAIN MATERIAL UNITED STATES FEDERAL INCOME TAX CONSIDERATIONS

     The following is a general discussion of certain material United States
federal income tax considerations to holders who exchange original notes for
exchange notes or who own and dispose of the exchange notes. This summary is
based on the Internal Revenue Code of 1986, as amended (the "Code"), Treasury
Regulations promulgated thereunder, administrative positions of the Internal
Revenue Service ("IRS") and judicial decisions now in effect, all of which are
subject to change (possibly with retroactive effect) or to different
interpretations.

     We have not sought a ruling from the IRS with respect to the U.S. federal
income tax consequences of acquiring, holding or disposing of an exchange note.
There can be no assurance that the IRS will not challenge one or more of the
conclusions described herein.

     This discussion does not purport to deal with all aspects of U.S. federal
income taxation that may be relevant to a particular holder in light of the
holder's circumstances (for example, a person subject to the alternative minimum
tax provisions of the Code). This discussion does not address the U.S. federal
income tax consequences to investors subject to special treatment under U.S.
federal income tax laws, such as dealers in securities or foreign currency,
traders who elect to mark the notes to market, partnerships or other pass-
through entities, tax-exempt entities, banks and other financial institutions,
insurance companies, brokers, "controlled foreign corporations," "passive
foreign investment companies," persons holding a note as part of a "straddle,"
"hedge," "conversion transaction" or other risk reduction transaction and
persons who have a "functional currency" other than the U.S. dollar.

     This discussion does not address any aspect of state, local or foreign law,
or U.S. federal estate and gift tax law other than U.S. federal estate tax law
as applicable to a non-U.S. Holder (to the extent set forth below). In addition
this discussion is limited to beneficial owners who hold or will hold the notes
as "capital assets" within the meaning of Section 1221 of the Code (generally,
property held for investment).

     If a partnership holds our notes, the tax treatment of a partner will
generally depend upon the status of the partner and the activities of the
partnership. If you are a partner of a partnership holding our notes, you should
consult your tax advisers.

     THIS SUMMARY OF CERTAIN MATERIAL U.S. FEDERAL INCOME AND ESTATE TAX
CONSIDERATIONS IS FOR GENERAL INFORMATION PURPOSES ONLY AND IS NOT TAX ADVICE.
PROSPECTIVE PURCHASERS OF THE NOTES ARE ADVISED TO CONSULT THEIR TAX ADVISERS
REGARDING THE FEDERAL, STATE, LOCAL AND FOREIGN TAX CONSEQUENCES OF THE
PURCHASE, OWNERSHIP AND DISPOSITION OF THE NOTES OR THE EFFECT OF THE U.S.
FEDERAL ESTATE, GIFT, OR EXCISE TAX LAWS.

TAX CONSEQUENCES TO U.S. HOLDERS

     The following discussion is limited to a holder of a note that is a "U.S.
Holder." For purposes of this discussion, a "U.S. Holder" is a beneficial owner
of a note that for U.S. federal income tax purposes is (i) a citizen or resident
(as defined in Section 7701(b) of the Code) of the United States, (ii) a
corporation (or an entity treated as a corporation) created or organized in the
United States or a political subdivision thereof, (iii) an estate the income of
which is subject to U.S. federal income taxation regardless of source or (iv) a
trust if a U.S. court is able to exercise primary supervision over the
administration of the trust and one or more U.S. persons have the authority to
control all substantial decisions of the trust, or certain electing trusts that
were in existence on August 19, 1996, and were treated as domestic trusts on
that date.

     Interest.  Generally, payments of interest on a note will be includible in
a U.S. Holder's gross income and taxable as ordinary income for U.S. federal
income tax purposes at the time such interest is paid or accrued in accordance
with the U.S. Holder's regular method of tax accounting.

     Bond Premium.  A U.S. Holder whose basis in a note immediately after its
acquisition by such U.S. Holder exceeds all amounts payable on such note after
such purchase (other than payments of qualified stated interest, within the
meaning of the Code) will be considered as having purchased the note with "bond
premium." A U.S. Holder generally may elect to amortize bond premium over the
remaining term of the note, using a constant yield method, as an offset to
interest income. An electing U.S. Holder must reduce its tax

                                        52


basis in the note by the amount of the aggregate amortized bond premium. If such
holder does not elect to amortize bond premium, such premium will decrease the
gain or increase the loss that such holder would otherwise recognize on the
sale, exchange, retirement or other taxable disposition of the note. The
election to amortize bond premium, once made, will apply to all debt obligations
held or subsequently acquired by the electing U.S. Holder on or after the first
day of the first taxable year to which the election applies, and may not be
revoked without the consent of the IRS.

     Market Discount.  If a U.S. Holder acquires a note for an amount that is
less than all amounts payable on such note after the acquisition date (other
than payments of qualified stated interest, within the meaning of the Code),
then the amount of the difference will be treated as "market discount" for U.S.
federal income tax purposes, unless such difference is less than a specified de
minimis amount. Unless a U.S. Holder elects to accrue market discount as
described below, a U.S. Holder will be required to treat any principal payment
on, or any gain on the sale, exchange or redemption of a note as ordinary income
to the extent of the market discount which has not previously been included in
income and is treated as having accrued on such note at or prior to the time of
such payment or disposition. Further, a disposition of a note by gift (and in
certain other non-taxable transactions) could result in the recognition of
market discount income, computed as if such note had been sold for its fair
market value. In addition, a U.S. Holder of a note may be required to defer,
until the maturity of such note or the earlier disposition of such note in a
taxable transaction, the deduction of all or a portion of the interest expense
on any indebtedness incurred or maintained to purchase or carry such note.

     Market discount in respect of a note is generally considered to accrue
ratably during the period from the acquisition date to the maturity date of such
note, unless the U.S. Holder elects to accrue market discount on the note under
the constant yield method.

     A U.S. Holder may elect to include market discount in income currently as
it accrues (on either a ratable or constant yield method), in which case the
rules described above regarding deferral of interest deductions will not apply.
This election to include market discount in income currently, once made, will
apply to all market discount obligations acquired in or after the first taxable
year to which the election applies and may not be revoked without the consent of
the IRS.

     Sale, Exchange, Retirement or Other Taxable Disposition of a Note.  Each
U.S. Holder generally will recognize capital gain or loss upon a sale, exchange,
retirement or other taxable disposition of a note measured by the difference, if
any, between (i) the amount of cash and the fair market value of any property
received (except to the extent that the cash or other property received in
respect of a note is attributable to the payment of accrued interest on the note
not previously included in income, which amount will be taxable as ordinary
income) and (ii) the holder's adjusted tax basis in the note. A U.S. Holder's
tax basis in a note generally will be the amount paid for the note increased by
any market discount previously included in the U.S. Holder's gross income and
reduced by the amount of any amortizable bond premium applied to reduce interest
inclusions with respect to the notes. The gain or loss will be long-term capital
gain or loss if the note has been held for more than one year at the time of the
sale, exchange or retirement. Certain non-corporate U.S. Holders may be eligible
for preferential rates of U.S. federal income tax in respect of long-term
capital gains. The deductibility of capital losses is subject to limitation.

     Exchange Offer.  The exchange of the original notes for the exchange notes
pursuant to the exchange offer will not constitute a material modification of
the terms of the notes and therefore will not constitute a taxable event for
U.S. federal income tax purposes. Accordingly, the exchange will have no U.S.
federal income tax consequences to a U.S. Holder, so that the U.S. Holder's
holding period and adjusted tax basis for a note would not be affected, and the
U.S. Holder would continue to take into account income in respect of a note in
the same manner as before the exchange.

     Information Reporting Requirements and Backup Withholding Tax.  A U.S.
Holder of a note may be subject, under certain circumstances, to information
reporting and "backup withholding" currently at a rate of 28% with respect to
certain "reportable payments," including interest, principal (and premium, if
any) on, and gross proceeds from a disposition of, a note. Backup withholding
will not apply with respect to payments made to certain holders, including
corporations and tax-exempt organizations, provided their exemptions from

                                        53


backup withholding are properly established. U.S. Holders of a note should
consult their tax advisors as to their qualifications for exemption from
withholding and the procedure for obtaining such exemption.

     The backup withholding rules apply if the holder, among other things, (i)
fails to furnish a social security number or other taxpayer identification
number ("TIN") certified under penalties of perjury within a reasonable time
after the request therefor, (ii) furnishes an incorrect TIN, (iii) fails to
properly report the receipt of interest or dividends or (iv) under certain
circumstances, fails to provide a certified statement, signed under penalties of
perjury, that the TIN furnished is the correct number and that the holder is not
subject to backup withholding. A U.S. Holder who does not provide us with its
correct TIN also may be subject to penalties imposed by the IRS.

     Backup withholding is not an additional tax. Any amount withheld under the
backup withholding rules from a payment to a U.S. Holder will be allowed as a
refund or as a credit against that U.S. Holder's U.S. federal income tax
liability, provided the requisite procedures are followed. We will report
annually to the IRS and to each U.S. Holder of a note the amount of any
"reportable payments" and the amount of tax withheld, if any, with respect to
those payments.

TAX CONSEQUENCES TO NON-U.S. HOLDERS

     The following is a general discussion of certain material U.S. federal
income tax consequences of the acquisition, ownership and disposition of the
notes by a Non-U.S. Holder who is a beneficial owner of the note. A "Non-U.S.
Holder" is a beneficial owner (other than a partnership) of notes other than a
U.S. Holder. For purposes of the discussion below, interest and gain on the
sale, exchange or other disposition of the notes will be considered to be "U.S.
trade or business income" if such income or gain is:

     - effectively connected with the conduct of a U.S. trade or business, and

     - in the case of a treaty resident, attributable to a U.S. permanent
       establishment (or, in the case of an individual, a fixed base) in the
       United States.

     Interest.  Generally interest paid to a Non-U.S. Holder of a note will not
be subject to U.S. federal income or withholding tax if such interest is not
U.S. trade or business income and is "portfolio interest." Generally, interest
on the notes will qualify as portfolio interest if the Non-U.S. Holder:

     - does not actually or constructively own 10% or more of our capital or
       profits interests;

     - is not a controlled foreign corporation with respect to which we are a
       "related person" within the meaning of the Code; and

     - certifies, under penalties of perjury on a Form W-8BEN, that such holder
       is not a United States person and provides such holder's name and
       address.

     The gross amount of payments of interest that do not qualify for the
portfolio interest exception and that are not U.S. trade or business income will
be subject to U.S. withholding tax at a rate of 30% unless a treaty applies to
reduce or eliminate withholding. U.S. trade or business income will be taxed at
regular graduated U.S. rates rather than the 30% withholding rate. In the case
of a Non-U.S. Holder that is a corporation, such U.S. trade or business income
also may be subject to the branch profits tax. To claim an exemption from
withholding for U.S. trade or business income, or to claim the benefits of a
treaty, a Non-U.S. Holder must provide a properly executed Form W-8BEN (claiming
treaty benefits) or W-8ECI (claiming exemption from withholding because income
is U.S. trade or business income) (or such successor forms as the IRS
designates), as applicable prior to the payment of interest. These forms must be
periodically updated. A Non-U.S. Holder who is claiming the benefits of a treaty
may be required to obtain a U.S. taxpayer identification number and to provide
certain documentary evidence issued by foreign governmental authorities to prove
residence in the foreign country. Also, under the Treasury regulations, special
procedures are provided for payments through intermediaries.

                                        54


     Sale, Exchange, Retirement, or Other Taxable Disposition of the Notes.  A
Non-U.S. Holder generally will not be subject to U.S. federal income tax in
respect of gain recognized on a disposition of the notes unless:

     - the gain is U.S. trade or business income (in which case the branch
       profits tax may also apply to a corporate Non-U.S. Holder);

     - the Non-U.S. Holder is an individual who is present in the United States
       for 183 or more days in the taxable year of the disposition and meets
       other requirements; or

     - the Non-U.S. Holder is subject to U.S. tax under provisions applicable to
       certain U.S. expatriates (including certain former citizens or residents
       of the United States).

     U.S. Federal Estate Tax.  Notes held (or treated as held) by an individual
who is not a citizen or resident of the United States, as specifically defined
for U.S. federal estate tax purposes, at the time of his or her death will not
be subject to United States federal estate tax, provided that the interest on
such notes would be exempt as portfolio interest when received by the Non-U.S.
holder at the time of his or her death and the income on the notes was not U.S.
trade or business income.

     Information Reporting Requirements and Backup Withholding Tax.  We must
report annually to the IRS and to each Non-U.S. Holder any interest that is paid
to the Non-U.S. Holder. Copies of these information returns also may be made
available under the provisions of a specific treaty or other agreement to the
tax authorities of the country in which the Non-U.S. Holder resides.

     The backup withholding tax and certain information reporting will not apply
to such payments of interest with respect to which either the requisite
certification (i.e., a Form W-8BEN or W-8ECI as described above) has been
received or an exemption otherwise has been established, provided that neither
we nor our paying agent have actual knowledge that the holder is a United States
person or that the conditions of any other exemption are not, in fact,
satisfied.

     The payment of the proceeds from the disposition of the notes to or through
the United States office of any broker, U.S. or foreign, will be subject to
information reporting and possible backup withholding unless the owner certifies
as to its non-U.S. status under penalties of perjury or otherwise establishes an
exemption, provided that the broker does not have actual knowledge that the
holder is a United States person or that the conditions of any other exemption
are not, in fact, satisfied. The payment of the proceeds from the disposition of
the notes to or through a non-U.S. office of a non-U.S. broker will not be
subject to information reporting or backup withholding unless the non-U.S.
broker has certain types of relationships with the United States (a "U.S.
related person"). In the case of the payment of the proceeds from the
disposition of the notes to or through a non-U.S. office of a broker that is
either a U.S. person or a U.S. related person, the Treasury regulations require
information reporting (but not backup withholding) on the payment unless the
broker has documentary evidence in its files that the owner is a Non-U.S. Holder
and the broker has no knowledge to the contrary.

     Backup withholding is not an additional tax. Any amounts withheld under the
backup withholding rules from a payment to a Non-U.S. Holder will be refunded or
credited against the holder's U.S. federal income tax liability, if any, if the
holder provides the required information to the IRS.

     THE U.S. FEDERAL INCOME AND ESTATE TAX SUMMARY SET FORTH ABOVE IS INCLUDED
FOR GENERAL INFORMATION ONLY AND MAY NOT BE APPLICABLE DEPENDING UPON YOUR
PARTICULAR SITUATION. YOU SHOULD CONSULT YOUR OWN TAX ADVISERS WITH RESPECT TO
THE TAX CONSEQUENCES TO YOU OF THE PURCHASE, OWNERSHIP AND DISPOSITION OF THE
NOTES, INCLUDING THE TAX CONSEQUENCES UNDER STATE, LOCAL, FOREIGN AND OTHER TAX
LAWS AND THE POSSIBLE EFFECTS OF CHANGES IN FEDERAL OR OTHER TAX LAWS.

                                        55


                              PLAN OF DISTRIBUTION

     Each broker-dealer that receives exchange notes for its own account
pursuant to the exchange offer must acknowledge that it will deliver a
prospectus in connection with any resale of such exchange notes. This
prospectus, as it may be amended or supplemented from time to time, may be used
by a broker-dealer in connection with resales of exchange notes received in
exchange for original notes where such original notes were acquired as a result
of market-making activities or other trading activities. We have agreed that,
starting on the expiration date and for a period of not less than 180 days after
the expiration date, we will make this prospectus, as amended or supplemented,
available to any broker-dealer for use in connection with any such resale. In
addition, until           , 2005, all dealers effecting transactions in the
exchange notes may be required to deliver a prospectus.

     We will not receive any proceeds from any sale of exchange notes by
broker-dealers. Exchange notes received by broker-dealers for their own account
pursuant to the exchange offer may be sold from time to time in one or more
transactions in the over-the-counter market, in negotiated transactions, through
the writing of options on the exchange notes or a combination of such methods of
resale, at market prices prevailing at the time of resale, at prices related to
such prevailing market prices or negotiated prices. Any such resale may be made
directly to purchasers or to or through brokers or dealers who may receive
compensation in the form of commissions or concessions from any such
broker-dealer or the purchasers of any such exchange notes. Any broker-dealer
that resells exchange notes that were received by it for its own account
pursuant to the exchange offer and any broker or dealer that participates in a
distribution of such exchange notes may be deemed to be an "underwriter" within
the meaning of the Securities Act and any profit on any such resale of exchange
notes and any commission or concessions received by any such persons may be
deemed to be underwriting compensation under the Securities Act. The letter of
transmittal states that, by acknowledging that it will deliver and by delivering
a prospectus, a broker-dealer will not be deemed to admit that it is an
"underwriter" within the meaning of the Securities Act.

     For a period of not less than 180 days after the expiration date, we will
promptly send additional copies of this prospectus and any amendment or
supplement to this prospectus to any broker-dealer that requests such documents
in the letter of transmittal. We have agreed to pay all expenses incident to the
exchange offer other than commissions or concessions of any brokers or dealers
and to indemnify the holders of the original notes (including any
broker-dealers) against certain liabilities, including liabilities under the
Securities Act.

                                 LEGAL MATTERS

     The validity of the notes will be passed upon for us by Morgan, Lewis &
Bockius LLP.

                                    EXPERTS

     The consolidated financial statements of AmeriGas Partners, L.P.
incorporated in this prospectus by reference to the Annual Report on Form 10-K
for the year ended September 30, 2004 have been so incorporated in reliance on
the report of PricewaterhouseCoopers LLP, an independent registered public
accounting firm, given on the authority of said firm as experts in auditing and
accounting.

                                        56


                                    PART II

                     INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 20.  INDEMNIFICATION OF DIRECTORS AND OFFICERS.

  AMERIGAS PARTNERS, L.P.

     The partnership agreement of AmeriGas Partners, L.P. provides that we will
indemnify and hold harmless our general partner, any departing partner, any
person who is or was an affiliate of the general partner or any departing
partner, any person who is or was an officer, director, employee, partner, agent
or trustee of the general partner, any departing partner or any such affiliate,
and any person who is or was serving at the request of the general partner, any
departing partner or any such affiliate as an officer, director, employee,
partner, agent, fiduciary or trustee of another person, to the fullest extent
permitted by law but subject to the limitations expressly provided for in the
partnership agreement, from and against any and all losses, claims, damages,
liabilities (joint or several), expenses (including legal fees and expenses),
judgments, fines, penalties, interest, settlements or other amounts arising from
any and all claims, demands, actions, suits or proceedings, whether civil,
criminal, administrative or investigative, in which any of the above persons may
be involved, or is threatened to be involved, as a party or otherwise, by reason
of his, her or its status as any of the foregoing; provided, however, that in
each case such person acted in good faith and in a manner that such person
reasonably believed to be in, or not opposed to, the best interests of AmeriGas
Partners, L.P., and, with respect to any criminal proceeding, had no reasonable
cause to believe that the conduct was unlawful. Any indemnification under these
provisions will be made only out of our available assets, and our general
partner shall not be personally liable for, or have any obligation to contribute
or loan funds or assets to us to enable us to effectuate, such indemnification.

     The indemnification so provided shall be in addition to any other rights to
which any of the aforementioned persons may be entitled under any agreement,
pursuant to a vote of the holders of outstanding units, as a matter of law or
otherwise, and shall continue for such persons who have ceased to serve in such
capacity and shall inure to the benefit of the heirs, successors, assigns and
administrators of such persons.

     To the fullest extent permitted by law, expenses (including legal fees and
expenses) incurred by any of the aforementioned persons who is so indemnified in
defending any claim, demand, action, suit or proceeding shall, from time to
time, be advanced by us prior to the final disposition of such claim, demand,
action, suit or proceeding upon receipt by us of any undertaking by or on behalf
of such person to repay such amount if it shall be determined that such person
is not entitled to be indemnified.

     We are authorized to purchase (or to reimburse our general partner or its
affiliates for the cost of) insurance against any liability that may be asserted
against or expense that may be incurred by such persons in connection with our
activities, regardless of whether we would have the power to indemnify such
persons against such liability under the provisions of the partnership agreement
described above.

  AMERIGAS FINANCE CORP.

  Section 145 of Delaware General Corporation Law

     Section 145 of the Delaware General Corporation Law provides that a
corporation may indemnify any person who was or is a party or is threatened to
be made a party to any threatened, pending or completed action, suit or
proceeding, whether civil, criminal, administrative or investigative (other than
an action by or in the right of the corporation) by reason of the fact that the
person is or was a director, officer, employee, or agent of the corporation, or
is or was serving at the request of the corporation as a director, officer,
employee or agent of another corporation, partnership, joint venture, trust or
other enterprise against expenses (including attorneys' fees), judgments, fines
and amounts paid in settlement actually and reasonably incurred by him in
connection with such action, suit, or proceeding if the person acted in good
faith and in a manner the person reasonably believed to be in or not opposed to
the best interests of the corporation, and, with respect to any criminal action
or proceeding, had no reasonable cause to believe the person's conduct was
unlawful.

                                       II-1


     Section 145 of the Delaware General Corporation Law also provides that a
corporation may indemnify any person who was or is a party or is threatened to
be made a party to any threatened, pending, or completed action or suit by or in
the right of the corporation to procure a judgment in its favor by reason of the
fact that he is or was a director, officer, employee or agent of the
corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise against expenses (including attorneys' fees)
actually and reasonably incurred by the person in connection with the defense or
settlement of such action or suit if the person acted in good faith and in a
manner the person reasonably believed to be in or not opposed to the best
interests of the corporation and except that no indemnification shall be made in
respect of any claim, issue or matter as to which such person shall have been
adjudged to be liable to the corporation unless and only to the extent that the
Court of Chancery of Delaware or the court in which such action or suit was
brought shall determine upon application that, despite the adjudication of
liability but in view of all the circumstances of the case, such person is
fairly and reasonably entitled to indemnity for such expenses which the Court of
Chancery of Delaware or such other court shall deem proper.

     To the extent that a present or former director or officer of a corporation
has been successful on the merits or otherwise in defense of any action, suit or
proceeding referred to above, or in defense of any claim, issue or matter
therein, such person shall be indemnified against expenses (including attorneys'
fees) actually and reasonably incurred by such person in connection therewith;
provided that indemnification provided for by Section 145 or granted pursuant
thereto shall not be deemed exclusive of any other rights to which the
indemnified party may be entitled; and a corporation shall have power to
purchase and maintain insurance on behalf of any person who is or was a
director, officer, employee or agent of the corporation, or is or was serving at
the request of the corporation as a director, officer, employee or agent of
another corporation, partnership, joint venture, trust or other enterprise
against any liability asserted against such person and incurred by such person
in any such capacity or arising out of such person's status as such whether or
not the corporation would have the power to indemnify such person against such
liabilities under Section 145.

     In addition, Section 102(b)(7) of the Delaware General Corporation Law
permits Delaware corporations to include a provision in their certificates of
incorporation eliminating or limiting the personal liability of a director to
the corporation or its stockholders for monetary damages for breach of fiduciary
duty as a director, provided that such provisions shall not eliminate or limit
the liability of a director: (i) for any breach of the director's duty of
loyalty to the corporation or its stockholders; (ii) for acts or omissions not
in good faith or that involve intentional misconduct or a knowing violation of
law; (iii) for unlawful payment of dividends or unlawful stock purchases or
redemptions; or (iv) for any transactions from which the director derived an
improper personal benefit.

     The Certificate of Incorporation of AmeriGas Finance Corp. currently
provides that each Director shall not be personally liable to such corporation
or its stockholders for monetary damages for breach of fiduciary duty as a
director.

  Bylaws Provisions on Indemnity.

     Article 7 of the Bylaws of AmeriGas Finance Corp. sets forth the extent to
which the directors and officers of AmeriGas Finance Corp. may be indemnified by
AmeriGas Finance Corp. against liabilities which they may incur while serving in
such capacity. Article 7 generally provides that AmeriGas Finance Corp. shall
indemnify the directors and officers of AmeriGas Finance Corp. who are or were a
party to any threatened, pending, or contemplated action, suit or proceeding,
whether civil, criminal, administrative or investigative, by reason of the fact
that such person is or was a director or officer of AmeriGas Finance Corp. or of
another corporation, partnership, joint venture, employee benefit plan, trust or
other enterprise, or by reason of any action alleged to have been taken or
omitted in such capacity, against expenses (including attorneys' fees),
judgments, fines, and amounts paid in settlement actually and reasonably
incurred in connection therewith, provided that the applicable standard of
conduct set forth in Section 145 of the Delaware General Corporation Law was met
and, provided further, that such indemnification shall be limited to expenses
(including attorneys' fees) actually and reasonably incurred in the case of an
action or suit by or in the right of AmeriGas Finance Corp. to procure a
judgment in its favor. Subject to the procedures for indemnification of
directors
                                       II-2


and officers set forth in the Bylaws, the indemnification of the directors and
officers of AmeriGas Finance Corp. provided for therein is in all other respects
substantially similar to that provided for in Section 145 of the Delaware
General Corporation Law. Any such indemnification shall continue as to a person
who has ceased to be a director or officer of AmeriGas Finance Corp. and shall
inure to the benefit of the heirs, executors, and administrators of such person.

     The above discussion of the Bylaws of AmeriGas Finance Corp. and of Section
145 of the Delaware General Corporation Law is not intended to be exhaustive and
is qualified in its entirety by such Bylaws and the Delaware General Corporation
Law.

     Insofar as indemnification for liabilities arising under the Securities Act
may be permitted to directors, officers or persons controlling the registrants
as disclosed above, the registrants have been informed that in the opinion of
the Commission such indemnification is against public policy as expressed in the
Securities Act and is therefore unenforceable.

ITEM 21.  EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.

(a)  EXHIBITS



  EXHIBIT
   NUMBER
  -------
            
     3.1       Third Amended and Restated Agreement of Limited Partnership
               of AmeriGas Partners, L.P. dated as of December 1, 2004
               (incorporated by reference to Exhibit 3.1 to AmeriGas
               Partners, L.P.'s Current Report on Form 8-K dated December
               1, 2004).
     3.2       Certificate of Incorporation of AmeriGas Finance Corp.
     3.3       By-laws of AmeriGas Finance Corp.
     4.1       Indenture, dated as of May 3, 2005, by and among AmeriGas
               Partners, L.P., AmeriGas Finance Corp., as issuers, and
               Wachovia Bank, National Association, as Trustee. Includes
               form of exchange note (incorporated by reference to Exhibit
               4.1 to the Company's Current Report on Form 8-K filed on May
               6, 2005).
     4.2       Registration Rights Agreement, dated as of May 3, 2005, by
               and among AmeriGas Partners, L.P., AmeriGas Finance Corp.,
               Credit Suisse First Boston LLC, Citigroup Global Markets
               Inc. and Wachovia Capital Markets, LLC (incorporated by
               reference to Exhibit 99.1 to the Company's Current Report on
               Form 8-K filed on May 6, 2005).
     5.1       Opinion of Morgan, Lewis & Bockius LLP.
    12.1       Computation of ratio of earnings to fixed charges.
    23.1       Consent of Independent Registered Public Accounting Firm.
    23.2       Consent of Morgan, Lewis & Bockius LLP (included in Exhibit
               5.1 above).
    24.1       Powers of Attorney (included on signature pages).
    25.1       Statement of eligibility of Trustee under the Trust
               Indenture Act of 1939, as amended, on Form T-1 of Wachovia
               Bank, National Association, as Trustee.
    99.1       Form of Letter of Transmittal.
    99.2       Form of Notice of Guaranteed Delivery.
    99.3       Form of Letter to Brokers, Dealers, Commercial Banks, Trust
               Companies and Other Nominees.
    99.4       Form of Letter to Clients.
    99.5       Form of Guidelines for Certification of Taxpayer
               Identification Number on Substitute Form W-9.
    99.6       Organizational Chart.


ITEM 22.  UNDERTAKINGS

     The undersigned registrants hereby undertake that, for purposes of
determining any liability under the Securities Act of 1933, each filing of
AmeriGas Partners, L.P. annual reports pursuant to section 13(a) or section
15(d) of the Securities Exchange Act of 1934 that is incorporated by reference
in the registration

                                       II-3


statement shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.

     Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
registrants pursuant to the foregoing provisions, or otherwise, the registrants
have been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by a registrants of expenses incurred
or paid by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.

     The undersigned registrants hereby undertake to respond to requests for
information that is incorporated by reference into the prospectus pursuant to
Item 4, 10(b), 11 or 13 of Form S-4, within one business day of the receipt of
such request, and to send the incorporated documents by first-class mail or
other equally prompt means. This includes information contained in documents
filed subsequent to the effective date of the registration statement through the
date of responding to the request.

     The undersigned registrants hereby undertake to supply by means of
post-effective amendment all information concerning a transaction, and the
company being acquired involved therein, that was not the subject of and
included in the registration statement when it became effective.

                                       II-4


                                   SIGNATURES

     Pursuant to the requirements of the Securities Act, the registrant has duly
caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in King of Prussia, Pennsylvania, on
September 30, 2005.

                                          AMERIGAS PARTNERS, L.P.,
                                          a Delaware limited partnership

                                          By: AMERIGAS PROPANE, INC., a
                                          Pennsylvania corporation, its general
                                          partner

                                          By:      /s/ ROBERT W. KRICK
                                            ------------------------------------
                                            Robert W. Krick
                                            Vice President and Treasurer

     Each person whose signature appears below hereby appoints Robert H. Knauss,
Eugene V. N. Bissell and Jerry E. Sheridan, and each of them, as his true and
lawful attorneys-in-fact and agents, with full power of substitution and
resubstitution, for him in his name, place and stead, in any and all capacities,
to sign any and all amendments (including post-effective amendments) to this
registration statement, and to file the same, with all exhibits thereto and all
other documents in connection therewith, with the Commission, granting unto said
attorneys-in-fact and agents full power and authority to perform each and every
act and thing appropriate or necessary to be done, as fully and for all intents
and purposes as he might or could do in person, hereby ratifying and confirming
all that said attorneys-in-fact and agents or their substitute or substitutes
may lawfully do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.




                                                                             

             /s/ EUGENE V.N. BISSELL                 President and Chief Executive    September 29, 2005
 ------------------------------------------------     Officer (Principal Executive
               Eugene V.N. Bissell                       Officer) and Director


               /s/ LON R. GREENBERG                      Chairman and Director           October 3, 2005
 ------------------------------------------------
                 Lon R. Greenberg


                /s/ JOHN L. WALSH                      Vice Chairman and Director     September 29, 2005
 ------------------------------------------------
                  John L. Walsh


              /s/ JERRY E. SHERIDAN                  Vice President -- Finance and       October 3, 2005
 ------------------------------------------------       Chief Financial Officer
                Jerry E. Sheridan                    (Principal Financial Officer)


             /s/ WILLIAM J. STANCZAK                      Controller and Chief           October 3, 2005
 ------------------------------------------------    Accounting Officer (Principal
               William J. Stanczak                        Accounting Officer)


              /s/ THOMAS F. DONOVAN                             Director              September 29, 2005
 ------------------------------------------------
                Thomas F. Donovan


                                       II-5





                                                                             

               /s/ RICHARD C. GOZON                             Director              September 29, 2005
 ------------------------------------------------
                 Richard C. Gozon


             /s/ WILLIAM J. MARRAZZO                            Director              September 29, 2005
 ------------------------------------------------
               William J. Marrazzo


               /s/ GREGORY A. PRATT                             Director              September 28, 2005
 ------------------------------------------------
                 Gregory A. Pratt


                                                                Director
- ------------------------------------------------
James W. Stratton


               /s/ ROGER B. VINCENT                             Director              September 30, 2005
 ------------------------------------------------
                 Roger B. Vincent


                                       II-6


                                   SIGNATURES

     Pursuant to the requirements of the Securities Act, the registrant has duly
caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in King of Prussia, Pennsylvania, on
September 30, 2005.

                                          AMERIGAS FINANCE CORP.

                                          By:      /s/ ROBERT W. KRICK
                                            ------------------------------------
                                            Robert W. Krick
                                            Vice President and Treasurer

                               POWER OF ATTORNEY

     Each person whose signature appears below hereby appoints Robert H. Knauss,
Eugene V. N. Bissell and Jerry E. Sheridan, and each of them, as his true and
lawful attorneys-in-fact and agents, with full power of substitution and
resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign any and all amendments (including post-effective amendments)
to this registration statement, and to file the same, with all exhibits thereto
and all other documents in connection therewith, with the Commission, granting
unto said attorneys-in-fact and agents full power and authority to perform each
and every act and thing appropriate or necessary to be done, as fully and for
all intents and purposes as he might or could do in person, hereby ratifying and
confirming all that said attorneys-in-fact and agents or their substitute or
substitutes may lawfully do or cause to be done by virtue hereof.

     Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.




                                                                             

             /s/ EUGENE V.N. BISSELL                 President (Principal Executive      October 3, 2005
 ------------------------------------------------        Officer) and Director
               Eugene V.N. Bissell


              /s/ JERRY E. SHERIDAN                  Vice President -- Finance and       October 3, 2005
 ------------------------------------------------       Chief Financial Officer
                Jerry E. Sheridan                    (Principal Financial Officer)
                                                              and Director


             /s/ WILLIAM J. STANCZAK                      Controller and Chief           October 3, 2005
 ------------------------------------------------    Accounting Officer (Principal
               William J. Stanczak                        Accounting Officer)


               /s/ ROBERT H. KNAUSS                             Director              September 30, 2005
 ------------------------------------------------
                 Robert H. Knauss


                                       II-7

EX-3.2

                                                                     EXHIBIT 3.2


                            ARTICLES OF INCORPORATION

                                       OF

                             AMERIGAS FINANCE CORP.

      FIRST: The name of the Corporation is AmeriGas Finance Corp.

      SECOND: The registered office of the Corporation is to be located at 32
Loockerman Square, Suite L-100, in the City of Dover, in the County of Kent, in
the State of Delaware. The name of its registered agent at that address is The
Prentice-Hall Corporation System, Inc.

      THIRD: The purpose of the Corporation is to engage in any lawful act or
activity for which a corporation may be organized under the General Corporation
Law of Delaware.

      FOURTH: The aggregate number of shares that the Corporation shall have
authority to issue is one hundred (100) shares of Common Stock, par value $0.01
per share.

      FIFTH: Elections of directors need not be by written ballot.

      SIXTH: The Board of Directors shall have the power, in addition to the
stockholders, to amend, alter, change or repeal the Bylaws of the Corporation.

      SEVENTH: A director of the corporation shall not be liable to the
Corporation of its stockholders for monetary damages for breach of fiduciary
duty as a director, except for liability arising out of (i) any breach of the
director's duty of loyalty to the Corporation or its stockholders, (ii) for acts
or omissions not in good faith or which involve intentional misconduct or a
knowing violation of law, (iii) under Section 174 of the Delaware General
Corporation Law, or (iv) for any transaction from which the director derived an
improper personal benefit.

      EIGHTH: The Corporation shall have the power to adopt, amend or repeal the
bylaws of the Corporation only subject to the procedures and restrictions
applicable to amendments of these articles of incorporation, including any
provision of law requiring as a condition to adoption by the Corporation that
the corporate action be approved also by the board of directors of the
Corporation, and treating a direction by the board that the matter should be
submitted to the shareholders, or the sufferance by the board that the matter be
so submitted, as insufficient to satisfy the requirement of independent approval
by the board of directors.

      The board of directors of the Corporation shall have the full authority
conferred by law upon the stockholders of the Corporation to adopt, amend or
repeal the bylaws of the Corporation, including in circumstances otherwise
reserved by statute exclusively to the shareholders. Any bylaw adopted by the
board of directors under this paragraph shall be consistent with this
certificate of Incorporation.

      NINTH: The Corporation reserves the right to amend, alter, change or
repeal any provision contained in this Certificate of Incorporation, in the
manner now or hereafter prescribed by statute, and all rights conferred upon
stockholders are granted subject to this reservation.

      TENTH: The name and mailing address of the incorporator are as follows:

            R. Paul Grady
            c/o UGI Corporation
            460 North Gulph Road
            King of Prussia, Pennsylvania  19406.

      IN WITNESS WHEREOF, I have executed these Articles of Incorporation on
this 13th day of March, 1995.

                                        /s/ R. PAUL GRADY
                                        --------------------------
                                        R. Paul Grady
                                        Incorporator




                                      -2-

EX-3.3

                                                                     EXHIBIT 3.3


                                   B Y L A W S

                                       OF

                             AMERIGAS FINANCE CORP.
                            (A DELAWARE CORPORATION)

                                    ARTICLE I

                             OFFICES AND FISCAL YEAR

      SECTION 1.01. Registered Office. The registered office of the corporation
shall be in the City of Dover, County of Kent, State of Delaware until otherwise
established by resolution of the board of directors, and a certificate
certifying the change is filed in the manner provided by statute.

      SECTION 1.02. Other Offices. The corporation may also have offices at such
other places within or without the State of Delaware as the board of directors
may from time to time determine or the business of the corporation requires.

      SECTION 1.03. Fiscal Year. The fiscal year of the corporation shall end on
the 30th of September in each year.


                                   ARTICLE II

                           NOTICE - WAIVERS - MEETINGS

      SECTION 2.01. Notice, What Constitutes. Whenever, under the provisions of
the Delaware General Corporation Law ("GCL") or the certificate of incorporation
or of these bylaws, notice is required to be given to any director or
stockholder, it shall not be construed to mean personal notice, but such notice
may be given in writing, by mail or by telegram (with messenger service
specified), telex or TWX (with answerback received) or courier service, charges
prepaid, or by facsimile transmission to the address (or to the telex, TWX,
facsimile or telephone number) of the person appearing on the books of the
corporation, or in the case of directors, supplied to the corporation for the
purpose of notice. If the notice is sent by mail, telegraph or courier service,
it shall be deemed to be given when deposited in the United States mail or with
a telegraph office or courier service for delivery to that person or, in the
case of telex or TWX, when dispatched, or in the case of facsimile transmission,
when received.

      SECTION 2.02. Notice of Meetings of Board of Directors. Notice of a
regular meeting of the board of directors need not be given. Notice of every
special meeting of the board of directors shall be given to each director by
telephone or in writing at least 24 hours (in the case of notice by telephone,
telex, TWX or facsimile transmission) or 48 hours (in the case of notice by
telegraph, courier service or express mail) or five days (in the case of notice
by first class mail) before the time at which the meeting is to be held. Every
such notice shall state the time and place of the meeting. Neither the business
to be transacted at, nor the purpose of, any regular or special meeting of the
board need be specified in a notice of the meeting.

      SECTION 2.03. Notice of Meetings of Stockholders. Written notice of the
place, date and hour of every meeting of the stockholders, whether annual or
special, shall be given to each stockholder of record entitled to vote at the
meeting not less than ten nor more than 60 days before the date of the meeting.
Every notice of a special meeting shall state the purpose or purposes thereof.
If the notice is sent by mail, it shall be deemed to have been given when
deposited

in the United States mail, postage prepaid, directed to the stockholder at the
address of the stockholder as it appears on the records of the corporation.

      SECTION 2.04. Waivers of Notice.

      (a) Written Waiver. Whenever notice is required to be given under any
provisions of the GCL or the certificate of incorporation or these bylaws, a
written waiver, signed by the person or persons entitled to the notice, whether
before or after the time stated therein, shall be deemed equivalent to notice.
Neither the business to be transacted at, nor the purpose of, any regular or
special meeting of the stockholders, directors, or members of a committee of
directors need be specified in any written waiver of notice of such meeting.

      (b) Waiver by Attendance. Attendance of a person at a meeting, either in
person or by proxy, shall constitute a waiver of notice of such meeting, except
where a person attends a meeting for the express purpose of objecting at the
beginning of the meeting to the transaction of any business because the meeting
was not lawfully called or convened.

      SECTION 2.05. Exception to Requirements of Notice.

      (a) General Rule. Whenever notice is required to be given, under any
provision of the GCL or of the certificate of incorporation or these bylaws, to
any person with whom communication is unlawful, the giving of such notice to
such person shall not be required and there shall be no duty to apply to any
governmental authority or agency for a license or permit to give such notice to
such person. Any action or meeting which shall be taken or held without notice
to any such person with whom communication is unlawful shall have the same force
and effect as if such notice had been duly given.

      (b) Stockholders Without Forwarding Addresses. Whenever notice is required
to be given, under any provision of the GCL or the certificate of incorporation
or these bylaws, to any stockholder to whom (i) notice of two consecutive annual
meetings, and all notices of meetings or of the taking of action by written
consent without a meeting to such person during the period between such two
consecutive annual meetings, or (ii) all, and at least two, payments (if sent by
first class mail) of dividends or interest on securities during a 12 month
period, have been mailed addressed to such person at his address as shown on the
records of the corporation and have been returned undeliverable, the giving of
such notice to such person shall not be required. Any action or meeting which
shall be taken or held without notice to such person shall have the same force
and effect as if such notice had been duly given. If any such person shall
deliver to the corporation a written notice setting forth the person's then
current address, the requirement that notice be given to such person shall be
reinstated.

      SECTION 2.06. Conference Telephone Meetings. One or more directors may
participate in a meeting of the board, or of a committee of the board, by means
of conference telephone or similar communications equipment by means of which
all persons participating in the meeting can hear each other. Participation in a
meeting pursuant to this section shall constitute presence in person at such
meeting.

                                   ARTICLE III

                            MEETINGS OF STOCKHOLDERS

      SECTION 3.01. Place of Meeting. All meetings of the stockholders of the
corporation shall be held at the registered office of the corporation, or at
such


                                       2

other place within or without the State of Delaware as shall be designated by
the board of directors in the notice of such meeting.

      SECTION 3.02. Annual Meeting. The board of directors may fix and designate
the date and time of the annual meeting of the stockholders, but if no such date
and time is fixed and designated by the board, the meeting for any calendar year
shall be held on the first Tuesday in March in such year, if not a legal holiday
under the laws of Delaware, and, if a legal holiday, then on the next succeeding
business day, not a Saturday, at a time during business hours as specified in
the notice of such meeting, and at said meeting the stockholders then entitled
to vote shall elect directors and shall transact such other business as may
properly be brought before the meeting.

      SECTION 3.03. Special Meetings. Special meetings of the stockholders of
the corporation may be called at any time by the chairman of the board, a
majority of the board of directors, the president, or at the request, in
writing, of stockholders entitled to cast at least a majority of the votes that
all stockholders are entitled to cast at the particular meeting. At any time,
upon the written request of any person or persons who have duly called a special
meeting, which written request shall state the purpose or purposes of the
meeting, it shall be the duty of the secretary to fix the date of the meeting
which shall be held at such date and time as the secretary may fix, not less
than ten nor more than 60 days after the receipt of the request, and to give due
notice thereof. If the secretary shall neglect or refuse to fix the time and
date of such meeting and give notice thereof, the person or persons calling the
meeting may do so.

      SECTION 3.04. Quorum, Manner of Acting and Adjournment.

      (a) Quorum. The holders of a majority of the shares entitled to vote,
present in person or represented by proxy, shall constitute a quorum at all
meetings of the stockholders except as otherwise provided by the GCL, by the
certificate of incorporation or by these bylaws. If a quorum is not present or
represented at any meeting of the stockholders, the stockholders entitled to
vote thereat, present in person or represented by proxy, shall have power to
adjourn the meeting from time to time, without notice other than announcement at
the meeting, until a quorum is present or represented. At any such adjourned
meeting at which a quorum is present or represented, the corporation may
transact any business which might have been transacted at the original meeting.
If the adjournment is for more than 30 days, or if after the adjournment a new
record date is fixed for the adjourned meeting, a notice of the adjourned
meeting shall be given to each stockholder of record entitled to vote at the
meeting.

      (b) Manner of Acting. Directors shall be elected by a plurality of the
votes of the shares present in person or represented by proxy at the meeting and
entitled to vote on the election of directors. In all matters other than the
election of directors, the affirmative vote of the majority of shares present in
person or represented by proxy at the meeting and entitled to vote thereon shall
be the act of the stockholders, unless the question is one upon which, by
express provision of the applicable statute, the certificate of incorporation or
these bylaws, a different vote is required in which case such express provision
shall govern and control the decision of the question. The stockholders present
in person or by proxy at a duly organized meeting can continue to do business
until adjournment, notwithstanding withdrawal of enough stockholders to leave
less than a quorum.

      SECTION 3.05. Organization. At every meeting of the stockholders, the
chairman of the board, if there be one, or in the case of a vacancy in the
office or absence of the chairman of the board, one of the following persons
present in the order stated: the vice chairman, if one has been appointed, the
president,


                                       3

the vice presidents in their order of rank or seniority, a chairman designated
by the board of directors or a chairman chosen by the stockholders entitled to
cast a majority of the votes which all stockholders present in person or by
proxy are entitled to cast, shall act as chairman, and the secretary, or, in the
absence of the secretary, an assistant secretary, or in the absence of the
secretary and the assistant secretaries, a person appointed by the chairman,
shall act as secretary.

      SECTION 3.06. Voting.

      (a) General Rule. Unless otherwise provided in the certificate of
incorporation, each stockholder shall be entitled to one vote, in person or by
proxy, for each share of capital stock having voting power held by such
stockholder.

      (b) Voting and Other Action by Proxy.

            (1) A stockholder may execute a writing authorizing another person
      or persons to act for the stockholder as proxy. Such execution may be
      accomplished by the stockholder or the authorized officer, director,
      employee or agent of the stockholder signing such writing or causing his
      or her signature to be affixed to such writing by any reasonable means
      including, but not limited to, by facsimile signature. A stockholder may
      authorize another person or persons to act for the stockholder as proxy by
      transmitting or authorizing the transmission of a telegram, cablegram, or
      other means of electronic transmission to the person who will be the
      holder of the proxy or to a proxy solicitation firm, proxy support service
      organization or like agent duly authorized by the person who will be the
      holder of the proxy to receive such transmission if such telegram,
      cablegram or other means of electronic transmission sets forth or is
      submitted with information from which it can be determined that the
      telegram, cablegram or other electronic transmission was authorized by the
      stockholder.

            (2) No proxy shall be voted or acted upon after three years from its
      date, unless the proxy provides for a longer period.

            (3) A duly executed proxy shall be irrevocable if it states that it
      is irrevocable and if, and only so long as, it is coupled with an interest
      sufficient in law to support an irrevocable power. A proxy may be made
      irrevocable regardless of whether the interest with which it is coupled is
      an interest in the stock itself or an interest in the corporation
      generally.

      SECTION 3.07. Consent of Stockholders in Lieu of Meeting. Any action
required to be taken at any annual or special meeting of stockholders of the
corporation, or any action which may be taken at any annual or special meeting
of such stockholders, may be taken without a meeting, without prior notice and
without a vote, if a consent or consents in writing, setting forth the action so
taken, shall be signed by the holders of outstanding stock having not less than
the minimum number of votes that would be necessary to authorize or take such
action at a meeting at which all shares entitled to vote thereon were present
and voted and shall be delivered to the corporation by delivery to its
registered office in Delaware, its principal place of business, or an officer or
agent of the corporation having custody of the book in which proceedings of
meetings of stockholders are recorded. Every written consent shall bear the date
of signature of each stockholder who signs the consent and no written consent
shall be effective to take the corporate action referred to therein unless,
within 60 days of the earliest dated consent delivered in the manner required in
this section to the corporation, written consents signed by a sufficient number
of holders to take action are delivered to the corporation by delivery to its
registered office in


                                       4

Delaware, its principal place of business, or an officer or agent of the
corporation having custody of the book in which proceedings of meetings of
stockholders are recorded. Delivery made to a corporation's registered office
shall be by hand or by certified or registered mail, return receipt requested.
Prompt notice of the taking of the corporate action without a meeting by less
than unanimous written consent shall be given to those stockholders who have not
consented in writing.

      SECTION 3.08. Voting Lists. The officer who has charge of the stock ledger
of the corporation shall prepare and make, at least ten days before every
meeting of stockholders, a complete list of the stockholders entitled to vote at
the meeting. The list shall be arranged in alphabetical order, showing the
address of each stockholder and the number of shares registered in the name of
each stockholder. Such list shall be open to the examination of any stockholder,
for any purpose germane to the meeting, during ordinary business hours, for a
period of at least ten days prior to the meeting either at a place within the
city where the meeting is to be held, which place shall be specified in the
notice of the meeting, or, if not so specified, at the place where the meeting
is to be held. The list shall also be produced and kept at the time and place of
the meeting during the whole time thereof, and may be inspected by any
stockholder who is present.

                                   ARTICLE IV

                               BOARD OF DIRECTORS

      SECTION 4.01. Powers. All powers vested by law in the corporation shall be
exercised by or under the authority of, and the business and affairs of the
corporation shall be managed under the direction of, the board of directors.

      SECTION 4.02. Number and Term of Office. The board of directors shall
consist of such number of directors, not less than three nor more than ten, as
may be determined from time to time by resolution of the board of directors.
Each director shall hold office until the expiration of the term for which he or
she was selected and until a successor shall have been elected and qualified or
until his or her earlier death, resignation or removal. Directors need not be
residents of Delaware or stockholders of the corporation.

      SECTION 4.03. Vacancies. Vacancies and newly created directorships
resulting from any increase in the authorized number of directors elected by all
of the stockholders having a right to vote as a single class may be filled by a
majority of the directors then in office, though less than a quorum, or by a
sole remaining director, and the directors so chosen shall hold office until
their successors are elected and qualified or until their earlier death,
resignation or removal. If there are no directors in office, then an election of
directors may be held in the manner provided by statute. Whenever the holders of
any class or classes of stock or series thereof are entitled to elect one or
more directors by the provisions of the certificate of incorporation, vacancies
and newly created directorships of such class or classes or series may be filled
by a majority of the directors elected by such class or classes or series
thereof then in office, or by a sole remaining director so elected. If, at the
time of filling any vacancy or any newly created directorship, the directors
then in office shall constitute less than a majority of the whole board (as
constituted immediately prior to any such increase), the Court of Chancery may,
upon application of any stockholder or stockholders holding at least ten percent
of the total number of the shares at the time outstanding having the right to
vote for such directors, summarily order an election to be held to fill any such
vacancies or newly created directorships, or to replace the directors chosen by
the directors then in office.

                                       5

      SECTION 4.04. Resignations. Any director may resign at any time upon
written notice to the corporation. The resignation shall be effective upon
receipt thereof by the corporation or at such subsequent time as shall be
specified in the notice of resignation and, unless otherwise specified in the
notice, the acceptance of the resignation shall not be necessary to make it
effective.

      SECTION 4.05. Removal. Any director or the entire board of directors may
be removed, with or without cause, by the holders of shares entitled to cast a
majority of the votes which all stockholders are entitled to cast at an election
of directors.

      SECTION 4.06. Organization. At every meeting of the board of directors,
the chairman of the board, if there be one, or, in the case of a vacancy in the
office or absence of the chairman of the board, one of the following officers
present in the order stated: the vice chairman of the board, if there be one,
the president, the vice presidents in their order of rank and seniority, or a
chairman chosen by a majority of the directors present, shall preside, and the
secretary, or, in the absence of the secretary, an assistant secretary, or in
the absence of the secretary and the assistant secretaries, any person appointed
by the chairman of the meeting, shall act as secretary.

      SECTION 4.07. Place of Meeting. Meetings of the board of directors shall
be held at such place within or without the State of Delaware as the board of
directors may from time to time determine, or as may be designated in the notice
of the meeting.

      SECTION 4.08. Regular Meetings. Regular meetings of the board of directors
shall be held without notice at such time and place as shall be designated from
time to time by resolution of the board of directors.

      SECTION 4.09. Special Meetings. Special meetings of the board of directors
shall be held whenever called by the president or by two or more of the
directors.

      SECTION 4.10. Quorum, Manner of Acting and Adjournment.

      (a) General Rule. At all meetings of the board a majority of the total
number of directors shall constitute a quorum for the transaction of business.
The vote of a majority of the directors present at any meeting at which a quorum
is present shall be the act of the board of directors, except as may be
otherwise specifically provided by the GCL or by the certificate of
incorporation. If a quorum is not present at any meeting of the board of
directors, the directors present thereat may adjourn the meeting from time to
time, without notice other than announcement at the meeting, until a quorum is
present.

      (b) Unanimous Written Consent. Unless otherwise restricted by the
certificate of incorporation, any action required or permitted to be taken at
any meeting of the board of directors may be taken without a meeting, if all
members of the board consent thereto in writing, and the writing or writings are
filed with the minutes of proceedings of the board.

      SECTION 4.11. Executive and Other Committees.

      (a) Establishment. The board of directors may, by resolution adopted by a
majority of the whole board, establish an Executive Committee and one or more
other committees, each committee to consist of one or more directors. The board
may designate one or more directors as alternate members of any committee, who
may replace any absent or disqualified member at any meeting of the committee.
In the


                                       6

absence or disqualification of a member of a committee and the alternate or
alternates, if any, designated for such member, the member or members of the
committee present at any meeting and not disqualified from voting, whether or
not they constitute a quorum, may unanimously appoint another director to act at
the meeting in the place of any such absent or disqualified member.

      (b) Powers. The Executive Committee, if established, and any such other
committee to the extent provided in the resolution establishing such committee
shall have and may exercise all the power and authority of the board of
directors in the management of the business and affairs of the corporation and
may authorize the seal of the corporation to be affixed to all papers which may
require it; but no such committee shall have the power or authority in reference
to amending the certificate of incorporation (except that a committee may, to
the extent authorized in the resolution or resolutions providing for the
issuance of shares of stock adopted by the board of directors as provided in
Section 151(a) of the GCL, fix the designation and any of the preferences or
rights of such shares relating to dividends, redemption, dissolution, any
distribution of assets of the corporation or the conversion into, or the
exchange of such shares for, shares of any other class or classes or any other
series of the same or any other class or classes of stock of the corporation or
fix the number of shares of any series of stock or authorize the increase or
decrease of shares of any series), adopting an agreement of merger or
consolidation under Section 251 or 252 of the GCL, recommending to the
stockholders the sale, lease or exchange of all or substantially all of the
corporation's property and assets, recommending to the stockholders a
dissolution of the corporation or a revocation of a dissolution, or amending the
bylaws of the corporation. The Executive Committee shall have the power or
authority to declare a dividend, to authorize the issuance of stock and to adopt
a certificate of ownership and merger pursuant to Section 253 of the GCL. Such
committee or committees shall have such name or names as may be determined from
time to time by resolution adopted by the board of directors. Each committee so
formed shall keep regular minutes of its meetings and report the same to the
board of directors when required.

      (c) Committee Procedures. The term "board of directors" or "board," when
used in any provision of these bylaws relating to the organization or procedures
of or the manner of taking action by the board of directors, shall be construed
to include and refer to the Executive Committee or other committee of the board.

      SECTION 4.12. Compensation of Directors. Unless otherwise restricted by
the certificate of incorporation, the board of directors shall have the
authority to fix the compensation of directors.


                                    ARTICLE V

                                    OFFICERS

      SECTION 5.01. Number, Qualifications and Designation. The officers of the
corporation shall be chosen by the board of directors and shall be a president,
one or more vice presidents, a secretary, a treasurer, and such other officers
as may be elected in accordance with the provisions of section 5.03 of this
Article. Any number of offices may be held by the same person. Officers may, but
need not, be directors or stockholders of the corporation. The board of
directors may elect from among the members of the board a chairman of the board
and a vice chairman of the board who shall be officers of the corporation. The
chairman of the board or the president, as designated from time to time by the
board of directors, shall be the chief executive officer of the corporation.

                                       7

      SECTION 5.02. Election and Term of Office. The officers of the
corporation, except those elected by delegated authority pursuant to section
5.03 of this Article, shall be elected annually by the board of directors, and
each such officer shall hold office for a term of one year and until a successor
is elected and qualified, or until his or her earlier resignation or removal.
Any officer may resign at any time upon written notice to the corporation.

      SECTION 5.03. Subordinate Officers, Committees and Agents. The board of
directors may from time to time elect such other officers and appoint such
committees, employees or other agents as it deems necessary, who shall hold
their offices for such terms and shall exercise such powers and perform such
duties as are provided in these bylaws, or as the board of directors may from
time to time determine. The board of directors may delegate to any officer or
committee the power to elect subordinate officers and to retain or appoint
employees or other agents, or committees thereof, and to prescribe the authority
and duties of such subordinate officers, committees, employees or other agents.

      SECTION 5.04. The Chairman and Vice Chairman of the Board. The chairman of
the board, if there be one, or in the absence of the chairman, the vice chairman
of the board, if there be one, shall preside at all meetings of the stockholders
and of the board of directors, and shall perform such other duties as may from
time to time be assigned to them by the board of directors.

      SECTION 5.05. The President. The president shall have general supervision
over the business and operations of the corporation, subject, however, to the
control of the board of directors. The president shall, in general, perform all
duties incident to the office of president, and such other duties as from time
to time may be assigned by the board of directors and, if the chairman of the
board is the chief executive officer, the chairman of the board.

      SECTION 5.06. The Vice Presidents. The vice presidents shall perform the
duties of the president in the absence of the president and such other duties as
may from time to time be assigned to them by the board of directors or by the
president.

      SECTION 5.07. The Secretary. The secretary, or an assistant secretary,
shall attend all meetings of the stockholders and of the board of directors and
shall record the proceedings of the stockholders and of the directors and of
committees of the board in a book or books to be kept for that purpose; shall
see that notices are given and records and reports properly kept and filed by
the corporation as required by law; shall be the custodian of the seal of the
corporation and see that it is affixed to all documents to be executed on behalf
of the corporation under its seal; and, in general, shall perform all duties
incident to the office of secretary, and such other duties as may from time to
time be assigned by the board of directors or the president.

      SECTION 5.08. The Treasurer. The treasurer, or an assistant treasurer,
shall have or provide for the custody of the funds or other property of the
corporation; shall collect and receive or provide for the collection and receipt
of moneys earned by or in any manner due to or received by the corporation;
shall deposit all funds in his or her custody as treasurer in such banks or
other places of deposit as the board of directors may from time to time
designate; whenever so required by the board of directors, shall render an
account showing his or her transactions as treasurer and the financial condition
of the corporation; and, in general, shall discharge such other duties as may
from time to time be assigned by the board of directors or the president.

      SECTION 5.09. Officers' Bonds. No officer of the corporation need provide
a bond to guarantee the faithful discharge of the officer's duties unless the


                                       8

board of directors shall by resolution so require a bond in which event such
officer shall give the corporation a bond (which shall be renewed if and as
required) in such sum and with such surety or sureties as shall be satisfactory
to the board of directors for the faithful performance of the duties of office.

      SECTION 5.10. Salaries. The salaries of the officers and agents of the
corporation elected by the board of directors shall be fixed from time to time
by the board of directors.


                                   ARTICLE VI

                      CERTIFICATES OF STOCK, TRANSFER, ETC.

      SECTION 6.01. Form and Issuance.

      (a) Issuance. The shares of the corporation shall be represented by
certificates unless the board of directors shall by resolution provide that some
or all of any class or series of stock shall be uncertificated shares. Any such
resolution shall not apply to shares represented by a certificate until the
certificate is surrendered to the corporation. Notwithstanding the adoption of
any resolution providing for uncertificated shares, every holder of stock
represented by certificates and upon request every holder of uncertificated
shares shall be entitled to have a certificate signed by, or in the name of the
corporation by, the chairman or vice chairman of the board of directors, or the
president or vice president, and by the treasurer or an assistant treasurer, or
the secretary or an assistant secretary, representing the number of shares
registered in certificate form.

      (b) Form and Records. Stock certificates of the corporation shall be in
such form as approved by the board of directors. The stock record books and the
blank stock certificate books shall be kept by the secretary or by any agency
designated by the board of directors for that purpose. The stock certificates of
the corporation shall be numbered and registered in the stock ledger and
transfer books of the corporation as they are issued.

      (c) Signatures. Any of or all the signatures upon the stock certificates
of the corporation may be a facsimile. In case any officer, transfer agent or
registrar who has signed, or whose facsimile signature has been placed upon, any
share certificate shall have ceased to be such officer, transfer agent or
registrar, before the certificate is issued, it may be issued with the same
effect as if the signatory were such officer, transfer agent or registrar at the
date of its issue.

      SECTION 6.02. Transfer. Transfers of shares shall be made on the share
register or transfer books of the corporation upon surrender of the certificate
therefor, endorsed by the person named in the certificate or by an attorney
lawfully constituted in writing. No transfer shall be made which would be
inconsistent with the provisions of Article 8, Title 6 of the Delaware Uniform
Commercial Code-Investment Securities.

      SECTION 6.03. Lost, Stolen, Destroyed or Mutilated Certificates. The board
of directors may direct a new certificate of stock or uncertificated shares to
be issued in place of any certificate theretofore issued by the corporation
alleged to have been lost, stolen or destroyed, upon the making of an affidavit
of that fact by the person claiming the certificate of stock to be lost, stolen
or destroyed. When authorizing such issue of a new certificate or certificates,
the board of directors may, in its discretion and as a condition precedent to
the issuance thereof, require the owner of such lost, stolen or destroyed
certificate


                                       9

or certificates, or the legal representative of the owner, to give the
corporation a bond sufficient to indemnify against any claim that may be made
against the corporation on account of the alleged loss, theft or destruction of
such certificate or the issuance of such new certificate or uncertificated
shares.

      SECTION 6.04. Record Holder of Shares. The corporation shall be entitled
to recognize the exclusive right of a person registered on its books as the
owner of shares to receive dividends, and to vote as such owner, and to hold
liable for calls and assessments a person registered on its books as the owner
of shares, and shall not be bound to recognize any equitable or other claim to
or interest in such share or shares on the part of any other person, whether or
not it shall have express or other notice thereof, except as otherwise provided
by the laws of Delaware.

      SECTION 6.05. Determination of Stockholders of Record.

      (a) Meetings of Stockholders. In order that the corporation may determine
the stockholders entitled to notice of or to vote at any meeting of stockholders
or any adjournment thereof, the board of directors may fix a record date, which
record date shall not precede the date upon which the resolution fixing the
record date is adopted by the board of directors, and which record date shall
not be more than 60 nor less than ten days before the date of such meeting. If
no record date is fixed by the board of directors, the record date for
determining stockholders entitled to notice of or to vote at a meeting of
stockholders shall be at the close of business on the day next preceding the day
on which notice is given, or, if notice is waived, at the close of business on
the day next preceding the day on which the meeting is held. A determination of
stockholders of record entitled to notice of or to vote at a meeting of
stockholders shall apply to any adjournment of the meeting unless the board of
directors fixes a new record date for the adjourned meeting.

      (b) Consent of Stockholders. In order that the corporation may determine
the stockholders entitled to consent to corporate action in writing without a
meeting, the board of directors may fix a record date, which record date shall
not precede the date upon which the resolution fixing the record date is adopted
by the board of directors, and which date shall not be more than ten days after
the date upon which the resolution fixing the record date is adopted by the
board of directors. If no record date has been fixed by the board of directors,
the record date for determining stockholders entitled to consent to corporate
action in writing without a meeting, when no prior action by the board of
directors is required by the GCL, shall be the first date on which a signed
written consent setting forth the action taken or proposed to be taken is
delivered to the corporation by delivery to its registered office in Delaware,
its principal place of business, or an officer or agent of the corporation
having custody of the book in which proceedings of meetings of stockholders are
recorded. Delivery made to a corporation's registered office shall be by hand or
by certified or registered mail, return receipt requested. If no record date has
been fixed by the board of directors and prior action by the board of directors
is required by the GCL, the record date for determining stockholders entitled to
consent to corporate action in writing without a meeting shall be at the close
of business on the day on which the board of directors adopts the resolution
taking such prior action.

      (c) Dividends. In order that the corporation may determine the
stockholders entitled to receive payment of any dividend or other distribution
or allotment of any rights of the stockholders entitled to exercise any rights
in respect of any change, conversion or exchange of stock, or for the purpose of
any other lawful action, the board of directors may fix a record date, which
record date shall not precede the date upon which the resolution fixing the
record date is adopted, and which record date shall be not more than 60 days
prior to such


                                       10

action. If no record date is fixed, the record date for determining stockholders
for any such purpose shall be at the close of business on the day on which the
board of directors adopts the resolution relating thereto.

                                   ARTICLE VII

                   INDEMNIFICATION OF DIRECTORS, OFFICERS AND
                        OTHER AUTHORIZED REPRESENTATIVES

      SECTION 7.01. Indemnification of Authorized Representatives in Third Party
Proceedings. The corporation shall indemnify any person who was or is an
authorized representative of the corporation (which shall mean for purposes of
this Article a director or officer of the corporation, or a person serving at
the request of the corporation as a director, officer, or trustee, of another
corporation, partnership, joint venture, trust or other enterprise) and who was
or is a party (which shall include for purposes of this Article the giving of
testimony or similar involvement) or is threatened to be made a party to any
third party proceeding (which shall mean for purposes of this Article any
threatened, pending or completed action, suit or proceeding, whether civil,
criminal, administrative, or investigative, other than an action by or in the
right of the corporation) by reason of the fact that such person was or is an
authorized representative of the corporation, against expenses (which shall
include for purposes of this Article attorneys' fees), judgments, fines and
amounts paid in settlement actually and reasonably incurred by such person in
connection with such third party proceeding if such person acted in good faith
and in a manner such person reasonably believed to be in, or not opposed to, the
best interests of the corporation and, with respect to any criminal third party
proceeding (which shall include for purposes of this Article any administrative
or investigative third party proceeding which could or does lead to a criminal
third party proceeding) had no reasonable cause to believe such conduct was
unlawful. The termination of any third party proceeding by judgment, order,
settlement, conviction or upon a plea of nolo contendere or its equivalent,
shall not of itself create a presumption that the authorized representative did
not act in good faith and in a manner which such person reasonably believed to
be in or not opposed to, the best interests of the corporation, and, with
respect to any criminal third party proceeding, had reasonable cause to believe
that such conduct was unlawful.

      SECTION 7.02. Indemnification of Authorized Representatives in Corporate
Proceedings. The corporation shall indemnify any person who was or is an
authorized representative of the corporation and who was or is a party or is
threatened to be made a party to any corporate proceeding (which shall mean for
purposes of this Article any threatened, pending or completed action or suit by
or in the right of the corporation to procure a judgment in its favor or
investigative proceeding by the corporation), by reason of the fact that such
person was or is an authorized representative of the corporation, against
expenses actually and reasonably incurred by such person in connection with the
defense or settlement of such corporate proceeding if such person acted in good
faith and in a manner reasonably believed to be in, or not opposed to, the best
interests of the corporation and except that no indemnification shall be made in
respect of any claim, issue or matter as to which such person shall have been
adjudged to be liable to the corporation unless and only to the extent that the
Court of Chancery or the court in which such corporate proceeding was brought
shall determine upon application that, despite the adjudication of liability but
in view of all the circumstances of the case, such authorized representative is
fairly and reasonably entitled to indemnity for such expenses which the Court of
Chancery or such other court shall deem proper.

                                       11

      SECTION 7.03. Mandatory Indemnification of Authorized Representatives. To
the extent that an authorized representative or other employee or agent of the
corporation has been successful on the merits or otherwise in defense of any
third party or corporate proceeding or in defense of any claim, issue or matter
therein, such person shall be indemnified against expenses actually and
reasonably incurred by such person in connection therewith.

      SECTION 7.04. Determination of Entitlement to Indemnification. Any
indemnification under section 7.01, 7.02 or 7.03 of this Article (unless ordered
by a court) shall be made by the corporation only as authorized in the specific
case upon a determination that indemnification of the authorized representative
or other employee or agent is proper in the circumstances because such person
has either met the applicable standard of conduct set forth in section 7.01 or
7.02 or has been successful on the merits or otherwise as set forth in section
7.03 and that the amount requested has been actually and reasonably incurred.
Such determination shall be made:

            (1) by the board of directors by a majority vote of a quorum
      consisting of directors who were not parties to such third party or
      corporate proceeding; or

            (2) if such a quorum is not obtainable, or even if obtainable, a
      quorum of disinterested directors so directs, by independent legal counsel
      in a written opinion; or

            (3) by the stockholders.

      SECTION 7.05. Advancing Expenses. Expenses actually and reasonably
incurred in defending a third party or corporate proceeding shall be paid on
behalf of an authorized representative by the corporation in advance of the
final disposition of such third party or corporate proceeding upon receipt of an
undertaking by or on behalf of the authorized representative to repay such
amount if it shall ultimately be determined that the authorized representative
is not entitled to be indemnified by the corporation as authorized in this
Article. The financial ability of any authorized representative to make a
repayment contemplated by this section shall not be a prerequisite to the making
of an advance. Expenses incurred by other employees and agents may be so paid
upon such terms and conditions, if any, as the board of directors deems
appropriate.

      SECTION 7.06. Definitions. For purposes of this Article:

            (1) "authorized representative" shall mean any and all directors and
      officers of the corporation and any person designated as an authorized
      representative by the board of directors of the corporation (which may,
      but need not, include any person serving at the request of the corporation
      as a director, officer, employee or agent of another corporation,
      partnership, joint venture, trust or other enterprise);

            (2) "corporation" shall include, in addition to the resulting
      corporation, any constituent corporation (including any constituent of a
      constituent) absorbed in a consolidation or merger which, if its separate
      existence had continued, would have had power and authority to indemnify
      its directors, officers, employees or agents, so that any person who is or
      was a director, officer, employee or agent of such constituent
      corporation, or is or was serving at the request of such constituent
      corporation as a director, officer, employee or agent of another
      corporation, partnership, joint venture, trust or other enterprise, shall
      stand in the same position under the provisions of this Article with
      respect to the resulting or surviving


                                       12

      corporation as such person would have with respect to such constituent
      corporation if its separate existence had continued;

            (3) "corporate proceeding" shall mean any threatened, pending or
      completed action or suit by or in the right of the corporation to procure
      a judgment in its favor or investigative proceeding by the corporation;

            (4) "criminal third party proceeding" shall include any action or
      investigation which could or does lead to a criminal third party
      proceeding;

            (5) "expenses" shall include attorneys' fees and disbursements;

            (6) "fines" shall include any excise taxes assessed on a person with
      respect to an employee benefit plan;

            (7) "not opposed to the best interests of the corporation" shall
      include actions taken in good faith and in a manner the authorized
      representative reasonably believed to be in the interest of the
      participants and beneficiaries of an employee benefit plan;

            (8) "other enterprises" shall include employee benefit plans;

            (9) "party" shall include the giving of testimony or similar
      involvement;

            (10) "serving at the request of the corporation" shall include any
      service as a director, officer or employee of the corporation which
      imposes duties on, or involves services by, such director, officer or
      employee with respect to an employee benefit plan, its participants, or
      beneficiaries; and

            (11) "third party proceeding" shall mean any threatened, pending or
      completed action, suit or proceeding, whether civil, criminal,
      administrative, or investigative, other than an action by or in the right
      of the corporation.

      SECTION 7.07. Employee Benefit Plans. For purposes of this Article the
corporation shall be deemed to have requested an authorized representative to
serve an employee benefit plan where the performance by such person of duties to
the corporation also imposes duties on, or otherwise involves services by, such
person to the plan or participants or beneficiaries of the plan; excise taxes
assessed on an authorized representative with respect to an employee benefit
plan pursuant to applicable law shall be deemed "fines"; and action taken or
omitted by such person with respect to an employee benefit plan in the
performance of duties for a purpose reasonably believed to be in the interest of
the participants and beneficiaries of the plan shall be deemed to be for a
purpose which is not opposed to the best interests of the corporation.

      SECTION 7.08. Scope of Article. The indemnification of authorized
representatives and advancement of expenses, as authorized by the preceding
provisions of this Article, shall not be deemed exclusive of any other rights to
which those seeking indemnification or advancement of expenses may be entitled
under any agreement, vote of stockholders or disinterested directors or
otherwise, both as to action in an official capacity and as to action in another
capacity while holding such office. The indemnification and advancement of
expenses provided by or granted pursuant to this Article shall, unless otherwise
provided when authorized or ratified, continue as to a person who has ceased to
be an authorized representative and shall inure to the benefit of the heirs,
executors and administrators of such a person.

                                       13

      SECTION 7.09. Reliance on Provisions. Each person who shall act as an
authorized representative of the corporation shall be deemed to be doing so in
reliance upon rights of indemnification provided by this Article.

                                  ARTICLE VIII

                               General Provisions

      SECTION 8.01. Dividends. Subject to the restrictions contained in the GCL
and any restrictions contained in the certificate of incorporation, the board of
directors may declare and pay dividends upon the shares of capital stock of the
corporation.

      SECTION 8.02. Contracts. Except as otherwise provided in these bylaws, the
board of directors may authorize any officer or officers including the chairman
and vice chairman of the board of directors, or any agent or agents, to enter
into any contract or to execute or deliver any instrument on behalf of the
corporation and such authority may be general or confined to specific instances.

      SECTION 8.03. Corporate Seal. The corporation shall have a corporate seal,
which shall have inscribed thereon the name of the corporation, the year of its
organization and the words "Corporate Seal, Delaware". The seal may be used by
causing it or a facsimile thereof to be impressed or affixed or in any other
manner reproduced.

      SECTION 8.04. Deposits. All funds of the corporation shall be deposited
from time to time to the credit of the corporation in such banks, trust
companies, or other depositories as the board of directors may approve or
designate, and all such funds shall be withdrawn only upon checks signed by such
one or more officers or employees as the board of directors shall from time to
time determine.

      SECTION 8.05. Corporate Records.

      (a) Examination by Stockholders. Every stockholder shall, upon written
demand under oath stating the purpose thereof, have a right to examine, in
person or by agent or attorney, during the usual hours for business, for any
proper purpose, the stock ledger, list of stockholders, books or records of
account, and records of the proceedings of the stockholders and directors of the
corporation, and to make copies or extracts therefrom. A proper purpose shall
mean a purpose reasonably related to such person's interest as a stockholder. In
every instance where an attorney or other agent shall be the person who seeks
the right to inspection, the demand under oath shall be accompanied by a power
of attorney or such other writing which authorizes the attorney or other agent
to so act on behalf of the stockholder. The demand under oath shall be directed
to the corporation at its registered office in Delaware or at its principal
place of business. Where the stockholder seeks to inspect the books and records
of the corporation, other than its stock ledger or list of stockholders, the
stockholder shall first establish (1) that the stockholder has complied with the
provisions of this section respecting the form and manner of making demand for
inspection of such documents; and (2) that the inspection sought is for a proper
purpose. Where the stockholder seeks to inspect the stock ledger or list of
stockholders of the corporation and has complied with the provisions of this
section respecting the form and manner of making demand for inspection of such
documents, the burden of proof shall be upon the corporation to establish that
the inspection sought is for an improper purpose.



                                       14

      (b) Examination by Directors. Any director shall have the right to examine
the corporation's stock ledger, a list of its stockholders and its other books
and records for a purpose reasonably related to the person's position as a
director.

      SECTION 8.06. Amendment of Bylaws. These bylaws may be altered, amended or
repealed or new bylaws may be adopted either (1) by vote of the stockholders at
a duly organized annual or special meeting of stockholders, or (2) by vote of a
majority of the board of directors at any regular or special meeting of
directors if such power is conferred upon the board of directors by the
certificate of incorporation.


                                       15

EX-5.1

                                                                     EXHIBIT 5.1


October 4, 2005


AmeriGas Partners, L.P.
460 N. Gulph Road
King of Prussia, PA
19406

Re:   AmeriGas Partners, L.P. and AmeriGas Finance Corp.,
      Registration Statement on Form S-4

Ladies and Gentlemen:

We have acted as counsel to AmeriGas Partners, L.P., a Delaware limited
partnership (the "Company"), and the additional registrant, AmeriGas Finance
Corp., a Delaware corporation and a wholly-owned subsidiary of the Partnership
(the "Co-Obligor" and, together with the Company, the "Issuers"), in connection
with the filing of the referenced Registration Statement (the "Registration
Statement") under the Securities Act of 1933, as amended (the "Act"), with the
Securities and Exchange Commission (the "SEC"). The Registration Statement
relates to the proposed offer by the Issuers to exchange up to $415,000,000
aggregate principal amount of new 7.25% Senior Notes due 2015 (the "Exchange
Notes") for the Company's outstanding 7.25% Senior Notes due 2015 (the
"Outstanding Notes"). The Exchange Notes will be issued under an Indenture dated
as of May 3, 2005 (the "Indenture") among the Issuers and Wachovia Bank,
National Association, as trustee (the "Trustee").

In connection with this opinion letter, we have examined originals, or copies
certified or otherwise identified to our satisfaction of (i) the Registration
Statement, (ii) the Indenture, (iii) the certificate of limited partnership of
the Company, (iv) the certificate of incorporation and articles of incorporation
of the Co-Obligor, (v) the limited partnership operating agreement of the
Company, (vi) the bylaws of the Co-Obligor, and (vii) such other documents,
records and other instruments as we have deemed appropriate for purposes of the
opinion set forth herein.

We have assumed the genuineness of all signatures, the legal capacity of all
natural persons, the authenticity of the documents submitted to us as originals,
the conformity with the originals of all documents submitted to us as certified,
facsimile or photostatic copies and the authenticity of the originals of all
documents submitted to us as copies.

We have also assumed for purposes of our opinion that the Indenture has been
duly authorized, executed and delivered by the Trustee, that the Indenture
constitutes a legal, valid and binding obligation of the Trustee, and that the
Trustee has the requisite organizational and legal power and authority to
perform its obligations under the Indenture.

Based upon the foregoing, we are of the opinion that when the Exchange Notes are
executed by duly authorized officers of the Company, as provided in the
Indenture, and the Exchange Notes

AmeriGas Partners, L.P.
October 4, 2005
Page 2


are duly authenticated by the Trustee and are delivered by the Company in
exchange for the Outstanding Notes as described in the Registration Statement,
the Exchange Notes will constitute valid and binding obligations of the Issuers,
as applicable, enforceable against the Issuers in accordance with their
respective terms.

The opinions expressed above are subject to the following limitations and
qualifications:

            The opinions expressed herein are subject to bankruptcy, insolvency,
fraudulent transfer and other similar laws affecting the rights and remedies of
creditors generally and general principles of equity.

            The opinions expressed herein are limited to the laws of the State
of New York, the Delaware Revised Uniform Limited Partnership Act and the
General Corporation Law of the State of Delaware, and we express no opinion with
respect to the laws of any other state or jurisdiction.

We hereby consent to the use of this opinion as Exhibit 5.1 to the Registration
Statement and to the reference to us under the caption "Legal Matters" in the
prospectus included in the Registration Statement. In giving such consent, we do
not hereby admit that we are acting within the category of persons whose consent
is required under Section 7 of the Act or the rules or regulations of the SEC
thereunder.

Very truly yours,

/s/ MORGAN, LEWIS & BOCKIUS LLP

EX-12.1

                                                                               .
                                                                               .
                                                                               .


                                                                    EXHIBIT 12.1


                       RATIO OF EARNINGS TO FIXED CHARGES
                             (Dollars in thousands)



                                                                                                       NINE MONTHS ENDED
                                                        YEAR ENDED SEPTEMBER 30,                            JUNE 30,
                                     -------------------------------------------------------------   -----------------------
                                         2000        2001         2002         2003         2004        2004          2005
                                     ---------    ---------    ---------    ---------    ---------   ---------     ---------
                                                                                              
EARNINGS:
Earnings before income taxes,
   minority interests and income
   (loss) from equity investee       $  15,443    $  53,394    $  56,413    $  74,339    $  92,853   $ 125,932     $  92,678
Distributed income of equity
   investee                                                                                                            1,125
Interest expense                        76,734       82,037       88,484       86,989       83,109      63,269        61,343
Amortization of debt discount and
   expense                               1,772        2,049        2,633        3,465        3,326       2,006         1,883
Amortization of debt premium            (3,742)      (3,690)      (3,278)      (3,259)      (3,260)     (2,457)       (2,268)
Estimated interest component of
   rental expense                        9,663       10,903       13,991       14,393       15,204      11,275        12,248
                                     ---------    ---------    ---------    ---------    ---------   ---------     ---------
                                     $  99,870    $ 144,693    $ 158,243    $ 175,927    $ 191,232   $ 200,025     $ 167,009
                                     =========    =========    =========    =========    =========   =========     =========

FIXED CHARGES:

Interest expense                     $  76,734    $  82,037    $  88,484    $  86,989    $  83,109   $  63,269     $  61,343
Amortization of debt discount and
   expense                               1,772        2,049        2,633        3,465        3,326       2,006         1,883
Amortization of debt premium            (3,742)      (3,690)      (3,278)      (3,259)      (3,260)     (2,457)       (2,268)
Estimated interest component of
   rental expense                        9,663       10,903       13,991       14,393       15,204      11,275        12,248
                                     ---------    ---------    ---------    ---------    ---------   ---------     ---------
                                     $  84,427    $  91,299    $ 101,830    $ 101,588    $  98,379   $  74,093     $  73,206
                                     =========    =========    =========    =========    =========   =========     =========

Ratio of Earnings to Fixed Charges        1.18         1.58         1.55         1.73         1.94        2.70          2.28
                                     =========    =========    =========    =========    =========   =========     =========

EX-23.1

                                                                    Exhibit 23.1

            CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


We hereby consent to the incorporation by reference in this Registration
Statement on Form S-4 of AmeriGas Partners, L.P. of our report dated December 6,
2004 relating to the financial statements, which appears in AmeriGas Partners,
L.P.'s 2004 Annual Report to Unitholders, which is incorporated by reference in
its Annual Report on Form 10-K for the year ended September 30, 2004. We also
consent to the incorporation by reference of our report dated December 6, 2004
relating to the financial statement schedules, which appears in such Annual
Report on Form 10-K. We also consent to the reference to us under the heading
"Experts" in such Registration Statement.


/s/ PricewaterhouseCoopers LLP
- ------------------------------
Philadelphia, PA
October 3, 2005

EX-25.1

                                                                    Exhibit 25.1

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM T-1

       STATEMENT OF ELIGIBILITY UNDER THE TRUST INDENTURE ACT OF 1939 OF A
                    CORPORATION DESIGNATED TO ACT AS TRUSTEE

    CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO
                              SECTION 305(b)(2) [ ]

                       WACHOVIA BANK, NATIONAL ASSOCIATION
               (Exact Name of Trustee as Specified in its Charter)

                                   22-1147033
                      (I.R.S. Employer Identification No.)

                301 S. COLLEGE STREET, CHARLOTTE, NORTH CAROLINA
                    (Address of Principal Executive Offices)

                                   28288-0630
                                   (Zip Code)

                       WACHOVIA BANK, NATIONAL ASSOCIATION
                             123 SOUTH BROAD STREET
                                     PA1249
                        PHILADELPHIA, PENNSYLVANIA 19109
                                  215-670-6313
            (Name, address and telephone number of Agent for Service)

                             AMERIGAS PARTNERS, L.P.
                             AMERIGAS FINANCE CORP.
               (Exact Name of Obligor as Specified in its Charter)

                                    DELAWARE
         (State or other jurisdiction of Incorporation or Organization)

                   ___________________________________________
                      (I.R.S. Employer Identification No.)

                              460 NORTH GULPH ROAD
                          KING OF PRUSSIA, PENNSYLVANIA
                    (Address of Principal Executive Offices)

                                      19406
                                   (Zip Code)

                              SENIOR NOTES DUE 2015
                         (Title of Indenture Securities)

1. GENERAL INFORMATION.

FURNISH THE FOLLOWING INFORMATION AS TO THE TRUSTEE:

A)   NAME AND ADDRESS OF EACH EXAMINING OR SUPERVISORY AUTHORITY TO WHICH IT IS
     SUBJECT:
     Comptroller of the Currency
     United States Department of the Treasury
     Washington, D.C. 20219

     Federal Reserve Bank
     Richmond, Virginia 23219

     Federal Deposit Insurance Corporation
     Washington, D.C. 20429

B)   WHETHER IT IS AUTHORIZED TO EXERCISE CORPORATE TRUST POWERS.

     Yes.

2. AFFILIATIONS WITH OBLIGOR.

IF THE OBLIGOR IS AN AFFILIATE OF THE TRUSTEE, DESCRIBE EACH SUCH AFFILIATION.

     None.

3. VOTING SECURITIES OF THE TRUSTEE.

FURNISH THE FOLLOWING INFORMATION AS TO EACH CLASS OF VOTING SECURITIES OF THE
TRUSTEE:

     Not applicable - see answer to Item 13.

4. TRUSTEESHIPS UNDER OTHER INDENTURES.

IF THE TRUSTEE IS A TRUSTEE UNDER ANOTHER INDENTURE UNDER WHICH ANY OTHER
SECURITIES, OR CERTIFICATES OF INTEREST OR PARTICIPATION IN ANY OTHER
SECURITIES, OF THE OBLIGOR ARE OUTSTANDING, FURNISH THE FOLLOWING INFORMATION:

A) TITLE OF THE SECURITIES OUTSTANDING UNDER EACH SUCH OTHER INDENTURE

     Not applicable - see answer to Item 13.

B) A BRIEF STATEMENT OF THE FACTS RELIED UPON AS A BASIS FOR THE CLAIM THAT NO
CONFLICTING INTEREST WITHIN THE MEANING OF SECTION 310(B)(1) OF THE ACT ARISES
AS THE RESULT OF THE TRUSTEESHIP UNDER ANY OTHER INDENTURE, INCLUDING A
STATEMENT AS TO HOW THE INDENTURE SECURITIES WILL RANK AS COMPARED WITH THE
SECURITIES ISSUED UNDER SUCH OTHER INDENTURE.

     Not applicable - see answer to Item 13.

5. INTERLOCKING DIRECTORATES AND SIMILAR RELATIONSHIPS WITH THE OBLIGOR OR
UNDERWRITERS.

IF THE TRUSTEE OR ANY OF THE DIRECTORS OR EXECUTIVE OFFICERS OF THE TRUSTEE IS A
DIRECTOR, OFFICER, PARTNER, EMPLOYEE, APPOINTEE, OR REPRESENTATIVE OF THE
OBLIGOR OR OF ANY UNDERWRITER FOR THE OBLIGOR, IDENTIFY EACH SUCH PERSON HAVING
ANY SUCH CONNECTION AND STATE THE NATURE OF EACH SUCH CONNECTION.

     Not applicable - see answer to Item 13.

6. VOTING SECURITIES OF THE TRUSTEE OWNED BY THE OBLIGOR OR ITS OFFICIALS.

FURNISH THE FOLLOWING INFORMATION AS TO THE VOTING SECURITIES OF THE TRUSTEE
OWNED BENEFICIALLY BY THE OBLIGOR AND EACH DIRECTOR, PARTNER, AND EXECUTIVE
OFFICER OF THE OBLIGOR:

     Not applicable - see answer to Item 13.

7. VOTING SECURITIES OF THE TRUSTEE OWNED BY UNDERWRITERS OR THEIR OFFICIALS.

FURNISH THE FOLLOWING INFORMATION AS TO THE VOTING SECURITIES OF THE TRUSTEE
OWNED BENEFICIALLY BY EACH UNDERWRITER FOR THE OBLIGOR AND EACH DIRECTOR,
PARTNER, AND EXECUTIVE OFFICER OF EACH SUCH UNDERWRITER:

     Not applicable - see answer to Item 13.

8. SECURITIES OF THE OBLIGOR OWNED OR HELD BY THE TRUSTEE.

FURNISH THE FOLLOWING INFORMATION AS TO SECURITIES OF THE OBLIGOR OWNED
BENEFICIALLY OR HELD AS COLLATERAL SECURITY FOR OBLIGATIONS IN DEFAULT BY THE
TRUSTEE:

     Not applicable - see answer to Item 13.

9. SECURITIES OF UNDERWRITERS OWNED OR HELD BY THE TRUSTEE.

IF THE TRUSTEE OWNS BENEFICIALLY OR HOLDS AS COLLATERAL SECURITY FOR OBLIGATIONS
IN DEFAULT ANY SECURITIES OF AN UNDERWRITER FOR THE OBLIGOR, FURNISH THE
FOLLOWING INFORMATION AS TO EACH CLASS OF SECURITIES OF SUCH UNDERWRITER ANY OF
WHICH ARE SO OWNED OR HELD BY THE TRUSTEE:

     Not applicable - see answer to Item 13.

10. OWNERSHIP OR HOLDINGS BY THE TRUSTEE OF VOTING SECURITIES OF CERTAIN
AFFILIATES OR SECURITY HOLDERS OF THE OBLIGOR.

IF THE TRUSTEE OWNS BENEFICIALLY OR HOLDS AS COLLATERAL SECURITY FOR OBLIGATIONS
IN DEFAULT VOTING SECURITIES OF A PERSON WHO, TO THE KNOWLEDGE OF THE TRUSTEE
(1) OWNS 10 PERCENT OR MORE OF THE VOTING STOCK OF THE OBLIGOR OR (2) IS AN
AFFILIATE, OTHER THAN A SUBSIDIARY, OF THE OBLIGOR, FURNISH THE FOLLOWING
INFORMATION AS TO THE VOTING SECURITIES OF SUCH PERSON:

     Not applicable - see answer to Item 13.

11. OWNERSHIP OR HOLDINGS BY THE TRUSTEE OF ANY SECURITIES OF A PERSON OWNING 50
PERCENT OR MORE OF THE VOTING SECURITIES OF THE OBLIGOR.

IF THE TRUSTEE OWNS BENEFICIALLY OR HOLDS AS COLLATERAL SECURITY FOR OBLIGATIONS
IN DEFAULT ANY SECURITIES OF A PERSON WHO, TO THE KNOWLEDGE OF THE TRUSTEE, OWNS
50 PERCENT OR MORE OF THE VOTING SECURITIES OF THE OBLIGOR, FURNISH THE
FOLLOWING INFORMATION AS TO EACH CLASS OF SECURITIES OF SUCH PERSON ANY OF WHICH
ARE SO OWNED OR HELD BY THE TRUSTEE:

     Not applicable - see answer to Item 13.

12. INDEBTEDNESS OF THE OBLIGOR TO THE TRUSTEE.

EXCEPT AS NOTED IN THE INSTRUCTIONS, IF THE OBLIGOR IS INDEBTED TO THE TRUSTEE,
FURNISH THE FOLLOWING INFORMATION:

     Not applicable - see answer to Item 13.

13. DEFAULTS BY THE OBLIGOR.

A) STATE WHETHER THERE IS OR HAS BEEN A DEFAULT WITH RESPECT TO THE SECURITIES
UNDER THIS INDENTURE. EXPLAIN THE NATURE OF ANY SUCH DEFAULT.

     None.

B) IF THE TRUSTEE IS A TRUSTEE UNDER ANOTHER INDENTURE UNDER WHICH ANY OTHER
SECURITIES, OR CERTIFICATES OF INTEREST OR PARTICIPATION IN ANY OTHER
SECURITIES, OF THE OBLIGOR ARE OUTSTANDING, OR IS TRUSTEE FOR MORE THAN ONE
OUTSTANDING SERIES OF SECURITIES UNDER THE INDENTURE, STATE WHETHER THERE HAS
BEEN A DEFAULT UNDER ANY SUCH INDENTURE OR SERIES, IDENTIFY THE INDENTURE OR
SERIES AFFECTED, AND EXPLAIN THE NATURE OF ANY SUCH DEFAULT.

     None

14. AFFILIATIONS WITH THE UNDERWRITERS.

IF ANY UNDERWRITER IS AN AFFILIATE OF THE TRUSTEE, DESCRIBE EACH SUCH
AFFILIATION.

     Not applicable - see answer to Item 13.

15. FOREIGN TRUSTEE.

IDENTIFY THE ORDER OR RULE PURSUANT TO WHICH THE TRUSTEE IS AUTHORIZED TO ACT AS
SOLE TRUSTEE UNDER INDENTURES QUALIFIED OR TO BE QUALIFIED UNDER THE ACT.

     Not applicable - trustee is a national banking association organized under
the laws of the United States.

16. LIST OF EXHIBITS.

LIST BELOW ALL EXHIBITS FILED AS PART OF THIS STATEMENT OF ELIGIBILITY.

* 1. Copy of Articles of Association of the trustee as now in effect.

*** 2. Copy of the Certificate of the Comptroller of the Currency dated January
10, 2005, evidencing the authority of the trustee to transact business and
certification of Fiduciary Powers of the trustee.

** 3. Copy of existing by-laws of the trustee.

___ 4. Copy of each indenture referred to in Item 4, if the obligor is in
default.

     -Not Applicable.

X 5. Consent of the trustee required by Section 321(b) of the Act.

X 6. Copy of report of condition of the trustee at the close of business on June
30, 2005, published pursuant to the requirements of its supervising authority.

___ 7. Copy of any order pursuant to which the foreign trustee is authorized to
act as sole trustee under indentures qualified or to be qualified under the Act.

     -Not Applicable

___ 8. Consent to service of process required of foreign trustees pursuant to
Rule 10a-4 under the Act.

     -Not Applicable

- ----------
*    Previously filed with the Securities and Exchange Commission on April 11,
     2002 as an Exhibit to Form T-1 in connection with Registration Statement
     File No. 333-86036 and is incorporated by reference herein.

**   Previously filed with the Securities and Exchange Commission on July 19,
     2004 as an Exhibit to Form T-1 in connection with Registration Statement
     File No. 333-112901 and is incorporated by reference herein.

***  Previously filed with the Securities and Exchange Commission on April 20,
     2005 as an Exhibit to Form T-1 in connection with Registration Statement
     File No. 333-124182 and is incorporated by reference herein.

                                    SIGNATURE

     Pursuant to the requirements of the Trust Indenture Act of 1939, the
trustee, Wachovia Bank, National Association, a national banking association
organized and existing under the laws of the United States of America, has duly
caused this Statement of Eligibility to be signed on its behalf by the
undersigned, thereunto duly authorized, all in the City of Philadelphia and the
Commonwealth of Pennsylvania, on the 30th day of September, 2005.

                                        Wachovia Bank, National Association


                                        By: /s/ Alan G. Finn
                                            ------------------------------------
                                            Vice President

EXHIBIT T-5

                             CONSENT OF THE TRUSTEE

     Pursuant to the requirements of Section 321(b) of the Trust Indenture Act
of 1939, and in connection with the proposed issue of Amerigas Partners L.P./
Amerigas Finance Corp. Senior Notes due 2015, Wachovia Bank, National
Association, hereby consents that reports of examinations by Federal, State,
Territorial or District authorities may be furnished by such authorities to the
Securities and Exchange Commission upon request therefor.

                                        WACHOVIA BANK, NATIONAL ASSOCIATION


                                        By: /s/ Alan G. Finn
                                            ------------------------------------
                                            Vice President

Philadelphia, Pennsylvania

September 30, 2005

EXHIBIT T-6

                               REPORT OF CONDITION

Consolidating domestic and foreign subsidiaries of the Wachovia Bank, National
Association, at the close of business on June 30, 2005, published in response to
call made by Comptroller of the Currency, under title 12, United States Code,
Section 161. Charter Number 1 Comptroller of the Currency.

STATEMENT OF RESOURCES AND LIABILITIES



                                                                                   THOUSAND
                                                                                  OF DOLLARS
                                                                                 -----------
                                                                              
                                     ASSETS

Cash and balance due from depository institutions:
   Noninterest-bearing balances and currency and coin ........................    13,340,000
   Interest-bearing balances .................................................       702,000
Securities ...................................................................    //////////
   Hold-to-maturity securities ...............................................             0
   Available-for-sale securities .............................................   114,033,000
Federal funds sold and securities purchased under agreements .................    //////////
   to resell .................................................................    //////////
   Federal funds sold in domestic offices ....................................       145,000
   Securities purchased under agreements to resell ...........................     4,343,000
Loans and lease financing receivables:
   Loan and leases held for sale .............................................    14,492,000
   Loan and leases, net of unearned income ...................................   227,612,000
   LESS: Allowance for loan and lease losses .................................     2,645,000
   Loans and leases, net of unearned income and allowance ....................   224,967,000
Trading Assets ...............................................................    32,025,000
Premises and fixed assets (including capitalized leases) .....................     4,321,000
Other real estate owned ......................................................       136,000
Investment in unconsolidated subsidiaries and associated .....................    //////////
companies ....................................................................     1,131,000
Customer's liability to this bank on acceptances outstanding .................       826,000
Intangible assets
   Goodwill ..................................................................    19,699,000
Other intangible Assets ......................................................     1,996,000
Other assets .................................................................    27,373,000
      TOTAL ASSETS ...........................................................   459,529,000

                                   LIABILITIES

Deposits:
   In domestic offices .......................................................   284,231,000
      Noninterest-bearing ....................................................    64,586,000
      Interest-bearing .......................................................   219,645,000
   In foreign offices, Edge and Agreement subsidiaries,
      and IBFs ...............................................................    25,202,000
      Noninterest-bearing ....................................................        65,000
      Interest-bearing .......................................................    25,137,000
Federal funds purchased and securities sold under agreements to repurchase
   Federal funds purchased in domestic offices ...............................     3,546,000
   Securities sold under agreements to repurchase ............................    28,940,000
Trading liabilities ..........................................................    12,730,000
Other borrowed money (includes mortgage indebtedness and
   Obligations under capitalized leases) (from Schedule RC-M) ................    28,775,000
Bank's liability on acceptances executed and outstanding .....................       859,000
Subordinated notes and debentures ............................................    13,323,000
Other liabilities ............................................................    12,305,000
TOTAL LIABILITIES ............................................................   409,911,000
Minority Interest in consolidated subsidiaries ...............................     1,732,000


                                                                              
                                 EQUITY CAPITAL

Perpetual preferred stock and related surplus ................................             0
Common Stock .................................................................       455,000
Surplus ......................................................................    35,351,000
Retained Earnings ............................................................    11,494,000
Accumulated other comprehensive income .......................................       586,000
Other Equity Capital components ..............................................             0
Total equity capital .........................................................    47,886,000
Total liabilities and equity capital .........................................   459,529,000

EX-99.1

                                                                    EXHIBIT 99.1

                             LETTER OF TRANSMITTAL

                            AMERIGAS PARTNERS, L.P.
                             AMERIGAS FINANCE CORP.
                               OFFER TO EXCHANGE

  7.25% SENIOR NOTES DUE 2015 FOR A LIKE PRINCIPAL AMOUNT OF NEW 7.25% SENIOR
                                 NOTES DUE 2015

               PURSUANT TO THE PROSPECTUS DATED           , 2005

THE EXCHANGE OFFER WILL EXPIRE AT 5:00 PM., NEW YORK CITY TIME, ON             ,
2005, UNLESS EXTENDED (SUCH DATE AND TIME, AS IT MAY BE EXTENDED, THE
"EXPIRATION DATE"). TENDERS MAY BE WITHDRAWN PRIOR TO 5:00 PM., NEW YORK CITY
TIME, ON THE EXPIRATION DATE.

                 The Exchange Agent for the Exchange Offer is:

                      WACHOVIA BANK, NATIONAL ASSOCIATION

                                                                    
 By Registered or Certified Mail:       By Hand or Overnight Courier:                By Facsimile:

Wachovia Bank, National Association  Wachovia Bank, National Association  Wachovia Bank, National Association
1525 West W.T. Harris Boulevard-3C3  1525 West W.T. Harris Boulevard-3C3            (704) 590-7628
 Corporate Trust Operations-NC1153    Corporate Trust Operations-NC1153         Attention: Marsha Rice
     Charlotte, NC 28288-1153             Charlotte, NC 28288-1153
      Attention: Marsha Rice               Attention: Marsha Rice

                                       To confirm by telephone or for
                                      information, call: (704) 590-7413



     DELIVERY OF THIS INSTRUMENT TO AN ADDRESS OTHER THAN AS SET FORTH ABOVE, OR
TRANSMISSION OF INSTRUCTIONS VIA FACSIMILE OTHER THAN AS SET FORTH ABOVE, WILL
NOT CONSTITUTE A VALID DELIVERY.

     The undersigned acknowledges that he or she has received the prospectus,
dated           , 2005 (the "Prospectus"), of AmeriGas Partners, L.P., a
Delaware limited partnership, and AmeriGas Finance Corp., a Delaware corporation
(collectively, the "Company"), and this Letter of Transmittal (the "Letter of
Transmittal"), which together constitute the Company's offer (the "Exchange
Offer") to exchange an aggregate principal amount of up to $415,000,000 of the
registered 7.25% Senior Notes due 2015 (the "Exchange Notes") of the Company for
a like principal amount of the Company's outstanding unregistered 7.25% Senior
Notes due 2015 (the "Original Notes"). Capitalized terms used but not defined
herein shall have the same meaning given to them in the Prospectus.

     For each of the Original Notes accepted for exchange, the holder of such
Original Notes will receive a new note having a principal amount equal to that
of the surrendered Original Note. The terms of the Exchange Notes are
substantially identical to the terms of the Original Notes, except that the
transfer restrictions, registration rights and additional interest provisions
relating to the Original Notes will not apply to the Exchange Notes.

     The Company reserves the right, at any time or from time to time, to extend
the Exchange Offer at its discretion, in which event the term "Expiration Date"
shall mean the latest time and date to which the Exchange Offer is extended. The
Company will notify the holders of the Original Notes of any extension as
promptly as practicable by oral or written notice thereof.


     This Letter of Transmittal is to be completed by a holder of Original Notes
either if certificates are to be forwarded herewith or if a tender of Original
Notes is to be made by book-entry transfer to the account maintained by The Bank
of New York (the "Exchange Agent") at The Depository Trust Company (the
"Book-Entry Transfer Facility") pursuant to the procedures set forth in "The
Exchange Offer" section of the Prospectus. Holders of Original Notes whose
certificates are not immediately available, or who are unable to deliver their
certificates or confirmation of the book-entry tender of their Original Notes
into the Exchange Agent's account at the Book-Entry Transfer Facility (a
"Book-Entry Confirmation") and all other documents required by this Letter of
Transmittal to the Exchange Agent on or prior to the Expiration Date, must
tender their Original Notes according to the guaranteed delivery procedures set
forth in "The Exchange Offer -- Guaranteed Delivery Procedures" section of the
Prospectus and Instruction 1 herein. Delivery of documents to the Book-Entry
Transfer Facility does not constitute delivery to the Exchange Agent.

     The undersigned has completed the appropriate boxes below and signed this
Letter of Transmittal to indicate the action the undersigned desires to take
with respect to the Exchange Offer.

     List below the Original Notes to which this Letter of Transmittal relates.
If the space provided below is inadequate, the numbers and principal amount of
Original Notes should be listed on a separate signed schedule affixed hereto.



- ------------------------------------------------------------------------------------------------------------------------------
                                                DESCRIPTION OF ORIGINAL NOTES
- ------------------------------------------------------------------------------------------------------------------------------
                                                            1                        2                          3
                                                 -----------------------------------------------------------------------------
                                                                            AGGREGATE PRINCIPAL
                                                                                   AMOUNT                PRINCIPAL AMOUNT
                                                                             OF ORIGINAL NOTES             OF ORIGINAL
NAME(S) AND ADDRESS(ES) OF REGISTERED HOLDER(S)        CERTIFICATE             REPRESENTED BY               2012 NOTES
          (PLEASE FILL IN, IF BLANK)                   NUMBER(S)*               CERTIFICATE                 TENDERED**
- ------------------------------------------------------------------------------------------------------------------------------
                                                                                           

                                                 -----------------------------------------------------------------------------

                                                 -----------------------------------------------------------------------------

                                                 -----------------------------------------------------------------------------
                                                          Total
- ------------------------------------------------------------------------------------------------------------------------------
 * Need not be completed if Original Notes are being tendered by book-entry transfer.
** Unless otherwise indicated in this column, a holder will be deemed to have tendered ALL of the Original Notes represented
   by the Original Notes indicated in column 2. See Instruction 2. Original Notes tendered must be in denominations of
   principal amount at maturity of $2,000 and any integral multiple of $1,000 in excess thereof. See Instruction 1.
- ------------------------------------------------------------------------------------------------------------------------------


[ ]  CHECK HERE IF TENDERED ORIGINAL NOTES ARE ENCLOSED HEREWITH.

[ ]  CHECK HERE IF TENDERED ORIGINAL NOTES ARE BEING DELIVERED BY BOOK-ENTRY
     TRANSFER MADE TO THE ACCOUNT MAINTAINED BY THE EXCHANGE AGENT WITH THE BOOK
     ENTRY TRANSFER FACILITY AND COMPLETE THE FOLLOWING:

    Name of Tendering Institution:
- --------------------------------------------------------------------------------

    Account Number: ---------------     Transaction Code Number: ---------------

     By crediting Original Notes to the Exchange Agent's Account at the
Book-Entry Transfer Facility in accordance with the Book-Entry Transfer
Facility's Automated Tender Offer Program ("ATOP") and by complying with
applicable ATOP procedures with respect to the Exchange Offer, including
transmitting an agent's message to the Exchange Agent in which the holder of
Original Notes acknowledges receipt of this Letter of Transmittal and agrees to
be bound by the terms of this Letter of Transmittal, the participant in the
Book-Entry Transfer Facility confirms on behalf of itself and the beneficial
owners of such Original Notes all provisions of this Letter of Transmittal
applicable to it and such beneficial

                                        2


owners as fully as if it had completed the information required herein and
executed and transmitted this Letter of Transmittal to the Exchange Agent.

[ ]  CHECK HERE IF TENDERED ORIGINAL NOTES ARE BEING DELIVERED PURSUANT TO A
     NOTICE OF GUARANTEED DELIVERY PREVIOUSLY SENT TO THE EXCHANGE AGENT AND
     COMPLETE THE FOLLOWING:

    Name(s) of Registered Holder(s):
- --------------------------------------------------------------------------------

    Window Ticket Number (if any):
- --------------------------------------------------------------------------------

    Date of Execution of Notice of Guaranteed Delivery:
- --------------------------------------------------------------------------------

    Name of Institution which guaranteed delivery:
- --------------------------------------------------------------------------------

     IF DELIVERED BY BOOK-ENTRY TRANSFER, COMPLETE THE FOLLOWING:

     Account Number: ----------     Transaction Code Number: ----------

[ ]  CHECK HERE IF YOU ARE A BROKER-DEALER AND WISH TO RECEIVE 10 ADDITIONAL
     COPIES OF THE PROSPECTUS AND 10 COPIES OF ANY AMENDMENTS OR SUPPLEMENTS
     THERETO.

    Name:
- --------------------------------------------------------------------------------

    Address:
- --------------------------------------------------------------------------------

     If the undersigned is not a broker-dealer, the undersigned represents that
it is not participating in, and does not intend to participate in, a
distribution of the Exchange Notes. If the undersigned is a broker-dealer that
will receive Exchange Notes for its own account in exchange for Original Notes,
it represents that the Original Notes to be exchanged for Exchange Notes were
acquired by it as a result of market-making or other trading activities and
acknowledges that it will deliver a prospectus meeting the requirements of the
Securities Act in connection with any resale of such New Notes; however, by so
acknowledging and by delivering a prospectus, the undersigned will not be deemed
to admit that it is an "underwriter" within the meaning of the Securities Act.

                                        3


              PLEASE READ THE ACCOMPANYING INSTRUCTIONS CAREFULLY

Ladies and Gentlemen:

     Upon the terms and subject to the conditions of the Exchange Offer, the
undersigned hereby tenders to the Company the aggregate principal amount at
maturity of the Original Notes indicated above. Subject to, and effective upon,
the acceptance for exchange of each of the Original Notes tendered hereby, the
undersigned hereby sells, assigns and transfers to, or upon the order of, the
Company all right, title and interest in and to such Original Notes as are being
tendered hereby.

     The undersigned hereby represents and warrants that the undersigned has
full power and authority to tender, sell, assign and transfer the Original Notes
tendered hereby and that the Company will acquire good and unencumbered title
thereto, free and clear of all liens, restrictions, charges and encumbrances and
not subject to any adverse claim when the same are accepted by the Company. The
undersigned hereby further represents that any Exchange Notes acquired in
exchange for Original Notes tendered hereby will have been acquired in the
ordinary course of business of the person receiving such Exchange Notes, whether
or not such person is the undersigned, that neither the holder of such Original
Notes nor any such other person is engaged in, or intends to engage in a
distribution of such Exchange Notes, or has an arrangement or understanding with
any person to participate in the distribution of such Exchange Notes, and that
neither the holder of such Original Notes nor any such other person is an
"affiliate," as defined in Rule 405 under the Securities Act, of the Company.

     The undersigned also acknowledges that this Exchange Offer is being made by
the Company based upon the Company's understanding of an interpretation by the
staff of the Securities and Exchange Commission (the "Commission") as set forth
in no-action letters issued to third parties, that the Exchange Notes issued in
exchange for the Original Notes pursuant to the Exchange Offer may be offered
for resale, resold and otherwise transferred by holders thereof (other than any
such holder that is an "affiliate" of the Company within the meaning of Rule 405
under the Securities Act), without compliance with the registration and
prospectus delivery provisions of the Securities Act, provided that such
Exchange Notes are acquired in the ordinary course of such holders' business;
and such holders are not engaged in, and do not intend to engage in, a
distribution of such Exchange Notes and have no arrangement or understanding
with any person to participate in the distribution of such Exchange Notes.
However, the staff of the Commission has not considered this Exchange Offer in
the context of a no-action letter, and there can be no assurance that the staff
of the Commission would make a similar determination with respect to this
Exchange Offer as in other circumstances. If a holder of Original Notes is an
affiliate of the Company, and is engaged in or intends to engage in a
distribution of the Exchange Notes or has any arrangement or understanding with
respect to the distribution of the Exchange Notes to be acquired pursuant to the
Exchange Offer, such holder could not rely on the applicable interpretations of
the staff of the Commission and must comply with the registration and prospectus
delivery requirements of the Securities Act in connection with any secondary
resale transaction. If the undersigned is a broker-dealer that will receive
Exchange Notes for its own account in exchange for Original Notes, it represents
that the Original Notes to be exchanged for the Exchange Notes were acquired by
it as a result of market-making activities or other trading activities and
acknowledges that it will deliver a Prospectus in connection with any resale of
such Exchange Notes; however, by so acknowledging and by delivering a
Prospectus, the undersigned will not be deemed to admit that it is an
"underwriter" within the meaning of the Securities Act.

     The undersigned will, upon request, execute and deliver any additional
documents deemed by the Company to be necessary or desirable to complete the
sale, assignment and transfer of the Original Notes tendered hereby. All
authority conferred or agreed to be conferred in this Letter of Transmittal and
every obligation of the undersigned hereunder shall be binding upon the
successors, assigns, heirs, executors, administrators, trustees in bankruptcy
and legal representatives of the undersigned and shall not be affected by, and
shall survive, the death or incapacity of the undersigned. This tender may be
withdrawn only in accordance with the procedures set forth in "The Exchange
Offer -- Withdrawal of Tenders" section of the Prospectus.

     Unless otherwise indicated herein in the box entitled "Special Issuance
Instructions" below, please deliver the Exchange Notes in the name of the
undersigned or, in the case of a book-entry delivery of Original Notes, please
credit the account indicated above maintained at the Book-Entry Transfer
Facility. Similarly, unless otherwise indicated under the box entitled "Special
Delivery Instructions" below, please send the Exchange Notes to the undersigned
at the address shown above in the box entitled "Description of Original Notes."

                                        4


        THE UNDERSIGNED, BY COMPLETING THE BOX ENTITLED "DESCRIPTION OF
  ORIGINAL NOTES" ABOVE AND SIGNING THIS LETTER OF TRANSMITTAL, WILL BE DEEMED
      TO HAVE TENDERED THE ORIGINAL NOTES AS SET FORTH IN SUCH BOX ABOVE.

                         SPECIAL ISSUANCE INSTRUCTIONS
                           (SEE INSTRUCTIONS 3 AND 4)

  To be completed ONLY if certificates of Original Notes not exchanged and/or
Exchange Notes are to be issued in the name of and sent to someone other than
the person(s) whose signature(s) appear(s) on this Letter of Transmittal above,
or if Original Notes delivered by book-entry transfer which are not accepted for
exchange are to be returned by credit to an account maintained at the Book-Entry
Transfer Facility other than the account indicated above.

Issue Exchange Notes and/or Original Notes to:

Name(s):
- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------
                             (PLEASE TYPE OR PRINT)

Address:
- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------
                               (INCLUDE ZIP CODE)

                  (COMPLETE ACCOMPANYING SUBSTITUTE FORM W-9)
[ ] Credit unexchanged Original Notes delivered by book-entry transfer to the
    Book-Entry Transfer Facility account set forth below.

- --------------------------------------------------------------------------------
                         (BOOK-ENTRY TRANSFER FACILITY
                         ACCOUNT NUMBER, IF APPLICABLE)

                         SPECIAL DELIVERY INSTRUCTIONS
                           (SEE INSTRUCTIONS 3 AND 4)

  To be completed ONLY if certificates of Original Notes not exchanged and/or
Exchange Notes are to be sent to someone other than the person(s) whose
signature(s) appear(s) on this Letter of Transmittal above, or to such person(s)
at an address other than shown in the box entitled "Description of Original
Notes" on this Letter of Transmittal above.

Mail Exchange Notes and/or Original Notes to:

Name(s):
- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------
                             (PLEASE TYPE OR PRINT)

Address:
- --------------------------------------------------------------------------------

- --------------------------------------------------------------------------------
                               (INCLUDE ZIP CODE)

IMPORTANT: THIS LETTER OF TRANSMITTAL OR A FACSIMILE HEREOF (TOGETHER WITH THE
CERTIFICATES FOR ORIGINAL NOTES OR A BOOK-ENTRY CONFIRMATION AND ALL OTHER
REQUIRED DOCUMENTS OR THE NOTICE OF GUARANTEED DELIVERY) MUST BE RECEIVED BY THE
EXCHANGE AGENT PRIOR TO 5:00 P.M., NEW YORK CITY TIME, ON THE EXPIRATION DATE.

PLEASE READ THIS ENTIRE LETTER OF TRANSMITTAL CAREFULLY BEFORE COMPLETING ANY
BOX ABOVE.


                                PLEASE SIGN HERE

                   (TO BE COMPLETED BY ALL TENDERING HOLDERS)
                (COMPLETE ACCOMPANYING SUBSTITUTE FORM W-9 ALSO)

x: ------------------------------------------------   ------------------- , 2005

x: ------------------------------------------------   ------------------- , 2005
          (SIGNATURES OF REGISTERED OWNER(S))               (DATE)

Area Code and Telephone Number:
- --------------------------------------------------------------------------------

If a holder is tendering any Original Notes, this Letter of Transmittal must be
signed by the registered holder(s) as the name(s) appear(s) on the
certificate(s) for such Original Notes or by any person(s) authorized to become
registered holder(s) by endorsements and documents transmitted herewith. If a
signature is by a trustee, executor, administrator, guardian, officer or other
person acting in a fiduciary or representative capacity, please set forth your
full title. See Instruction 3.

Name(s):
- --------------------------------------------------------------------------------
                             (PLEASE TYPE OR PRINT)

Title:
- --------------------------------------------------------------------------------

Capacity:
- --------------------------------------------------------------------------------

Address:
- --------------------------------------------------------------------------------
                               (INCLUDE ZIP CODE)

                              SIGNATURE GUARANTEE
                         (IF REQUIRED BY INSTRUCTION 3)

Signature Guaranteed by
an Eligible Institution:
- --------------------------------------------------------------------------------
                             (AUTHORIZED SIGNATURE)

- --------------------------------------------------------------------------------
                                    (TITLE)

- --------------------------------------------------------------------------------
                                (NAME AND FIRM)

Date:
- --------------------------------------------- , 2005


                                  INSTRUCTIONS

         FORMING PART OF THE TERMS AND CONDITIONS OF THE EXCHANGE OFFER

1.  DELIVERY OF THIS LETTER OF TRANSMITTAL AND ORIGINAL NOTES; GUARANTEED
    DELIVERY PROCEDURES.

     This Letter of Transmittal is to be completed by holders of Original Notes
either if certificates are to be forwarded herewith or if tenders are to be made
pursuant to the procedures for delivery by book-entry transfer set forth in "The
Exchange Offer -- Procedures for Tendering" section of the Prospectus.
Certificates for all physically tendered Original Notes, or Book-Entry
Confirmation, as the case may be, as well as a properly completed and duly
executed Letter of Transmittal (or facsimile thereof) and any other documents
required by this Letter of Transmittal, must be received by the Exchange Agent
at the address set forth herein on or prior to the Expiration Date, or the
tendering holder must comply with the guaranteed delivery procedures set forth
below. Original Notes tendered hereby must be in denominations of $2,000 and any
integral multiple of $1,000 in excess thereof.

     Holders of Original Notes whose certificates for Original Notes are not
immediately available or who cannot deliver their certificates and all other
required documents to the Exchange Agent on or prior to the Expiration Date, or
who cannot complete the procedure for book-entry transfer on a timely basis, may
tender their Original Notes pursuant to the guaranteed delivery procedures set
forth in "The Exchange Offer -- Guaranteed Delivery Procedures" section of the
Prospectus. Pursuant to such procedures, (i) such tender must be made through an
Eligible Institution (as defined below), (ii) prior to the Expiration Date, the
Exchange Agent must receive from such Eligible Institution a Notice of
Guaranteed Delivery, substantially in the form provided by the Company (by
facsimile transmission, mail or hand delivery), setting forth the name and
address of the holder of Original Notes, the certificate number or numbers of
such Original Notes and the principal amount of Original Notes tendered, stating
that the tender is being made thereby and guaranteeing that within three New
York Stock Exchange trading days after the Expiration Date, the Letter of
Transmittal (or facsimile thereof), together with the certificate or
certificates representing the Original Notes to be tendered in proper form for
transfer, or a book-entry confirmation, as the case may be, and any other
documents required by this Letter of Transmittal will be deposited by the
Eligible Institution (as defined below) with the Exchange Agent, and (iii) such
properly completed and executed Letter of Transmittal (or facsimile thereof), as
well as the certificate or certificates representing all tendered Original Notes
in proper form for transfer, or a book-entry confirmation, as the case may be,
and all other documents required by this Letter of Transmittal are received by
the Exchange Agent within three New York Stock Exchange trading days after the
Expiration Date.

     The method of delivery of this Letter of Transmittal, the Original Notes
and all other required documents is at the election and risk of the tendering
holders. Instead of delivery by mail, it is recommended that holders use an
overnight or hand delivery service. In all cases, sufficient time should be
allowed to assure delivery to the Exchange Agent before the Expiration Date. No
Letter of Transmittal or Original Notes should be sent to the Company. Holders
may request their respective brokers, dealers, commercial banks, trust companies
or nominees to effect the tenders for such holders.

     See "The Exchange Offer" section of the Prospectus.

2.  PARTIAL TENDERS (NOT APPLICABLE TO HOLDERS OF ORIGINAL NOTES WHO TENDER BY
    BOOK-ENTRY TRANSFER); WITHDRAWALS.

     If less than all of the Original Notes evidenced by a submitted certificate
are to be tendered, the tendering holder(s) should fill in the aggregate
principal amount of Original Notes to be tendered in the applicable box of boxes
above entitled "Description of Original Notes -- Principal Amount of Original
Notes Tendered," as the case may be. A newly reissued certificate for the
Original Notes submitted but not tendered will be sent to such holder as soon as
practicable after the Expiration Date. All of the Original Notes delivered to
the Exchange Agent will he deemed to have been tendered unless otherwise clearly
indicated.

     If not yet accepted, a tender pursuant to the Exchange Offer may be
withdrawn prior to the Expiration Date. To be effective with respect to the
tender of Original Notes, a notice of withdrawal must: (i) be received by the
Exchange Agent before the Company notifies the Exchange Agent that they have
accepted the tender of Original Notes pursuant to the Exchange Offer; (ii)
specify the name of the Original Notes; (iii) contain a description of the
Original Notes to be withdrawn, the certificate numbers shown on the particular
certificates evidencing such Original Notes and the principal amount of Original
Notes represented by such certificates; and (iv) be signed by the holder in the
same manner as the original signature on this Letter of Transmittal (including
any required signature guarantee). The Exchange Agent will return the properly
withdrawn Original Notes promptly following receipt of the notice of withdrawal.
If Original Notes


have been tendered pursuant to the procedure for book-entry transfer, any notice
of withdrawal must specify the name and number of the account at the Book-Entry
Transfer Facility to be credited with the withdrawn Original Notes or otherwise
comply with the Book-Entry Transfer Facility's procedures. All questions as to
the validity of any notice of withdrawal, including time of receipt, will be
determined by the Company, and such determination will be final and binding on
all parties.

3.  SIGNATURES ON THIS LETTER OF TRANSMITTAL, BOND POWERS AND ENDORSEMENTS;
    GUARANTEE OF SIGNATURES.

     If this Letter of Transmittal is signed by the registered holder of the
Original Notes tendered hereby, the signature must correspond exactly with the
name as written on the face of the certificates without alteration, enlargement
or any change whatsoever.

     If any tendered Original Notes are owned of record by two or more joint
owners, all such owners must sign this Letter of Transmittal.

     If any tendered Original Notes are registered in different names on several
certificates, it will be necessary to complete, sign and submit as many separate
copies of this Letter of Transmittal as there are different registrations of
certificates.

     When this Letter of Transmittal is signed by the registered holder (which
term, for the purposes described herein, shall include the Book-Entry Transfer
Facility whose name appears on a security listing as the owner of the Original
Notes) of the Original Notes specified herein and tendered hereby, no
endorsements of certificates or separate bond powers are required. If, however,
the Exchange Notes are to be issued to a person other than the registered
holder, then endorsements of any certificates transmitted hereby or separate
bond powers are required. Signatures on such certificates or bond powers must be
guaranteed by an Eligible Institution (as defined below).

     If this Letter of Transmittal is signed by a person other than the
registered holder or holders of any Original Notes specified herein, then
certificate(s) representing such Original Notes must be endorsed by such
registered holder(s) or accompanied by separate written instruments of transfer
or endorsed in blank by such registered holder(s) in form satisfactory to the
Company and duly executed by the registered holder, in either case signed
exactly as such registered holder(s) name or names appear(s) on the Original
Notes. If the Letter of Transmittal or any certificates of Original Notes or
separate written instruments of transfer or exchange are signed or endorsed by
trustees, executors, administrators, guardians, attorneys-in-fact, officers of
corporations or others acting in a fiduciary or representative capacity, such
persons should so indicate when signing, and unless waived by the Company,
evidence satisfactory to the Company of their authority to so act must be
submitted with this Letter of Transmittal.

     Signature(s) on a Letter of Transmittal or a notice of withdrawal, as the
case may be, must be guaranteed by an Eligible Institution unless the Original
Notes tendered pursuant thereto are tendered (i) by a registered holder who has
not completed the box entitled "Special Issuance Instructions" or "Special
Delivery Instructions" on this Letter of Transmittal or (ii) for the account of
an Eligible Institution. In the event that signatures on a Letter of Transmittal
or a notice of withdrawal, as the case may be, are required to be guaranteed,
such guarantee must be by a member firm of a registered national securities
exchange or of the National Association of Securities Dealers, Inc., a
commercial bank or trust company having an office or correspondent in the United
States or an "eligible guarantor institution" within the meaning of Rule 17Ad-15
under the Securities Exchange Act of 1934, as amended (an "Eligible
Institution").

4.  SPECIAL ISSUANCE AND DELIVERY INSTRUCTIONS.

     Tendering holders of Original Notes should indicate in the applicable box
the name and address to which Exchange Notes issued pursuant to the Exchange
Offer are to be issued or sent, if different from the name or address of the
person signing this Letter of Transmittal. In the case of issuance in a
different name, the employer identification or social security number of the
person so named must also be indicated. Holders tendering Original Notes by
book-entry transfer may request that Original Notes not exchanged be credited to
such account maintained at the Book-Entry Transfer Facility as such holder may
designate hereon. If no such instructions are given, such Original Notes not
exchanged will be returned to the name or address of the person signing this
Letter of Transmittal or credited to the account listed beneath the box entitled
"Description of Original Notes."


5.  TAX IDENTIFICATION NUMBER.

     An exchange of Original Notes for Exchange Notes will not be treated as a
taxable exchange or other taxable event for U.S. Federal income tax purposes. In
particular, no backup withholding or information reporting is required in
connection with such an exchange. However, U.S. Federal income tax law generally
requires that payments of principal and interest, including any additional
interest, on a note to a holder be subject to backup withholding unless such
holder provides the Company (as payor) or other payor with such holder's correct
Taxpayer Identification Number ("TIN") on Substitute Form W-9 below or otherwise
establishes a basis for exemption. If such holder is an individual, the TIN is
his or her social security number. If the payor is not provided with the current
TIN or an adequate basis for an exemption, such tendering holder may be subject
to a $50 penalty imposed by the Internal Revenue Service. In addition, such
holder may be subject to backup withholding in an amount of currently 28% of all
reportable payments of principal and interest, including any additional
interest.

     Certain holders (including, among others, all corporations and certain
foreign individuals) are not subject to these backup withholding and reporting
requirements. See the enclosed Guidelines of Certification of Taxpayer
Identification Number on Substitute Form W-9 (the "W-9 Guidelines") for
additional instructions.

     To prevent backup withholding on reportable payments of principal and
interest, including any additional interest, by the Company (when acting as
payor), each tendering holder of Original Notes must provide its correct TIN by
completing the "Substitute Form W-9" set forth below, certifying that the TIN
provided is correct (or that such holder is awaiting a TIN) and that (i) the
holder is exempt from backup withholding, (ii) the holder has not been notified
by the Internal Revenue Service that such holder is subject to a backup
withholding as a result of a failure to report all interest or dividends or
(iii) the Internal Revenue Service has notified the holder that such holder is
no longer subject to backup withholding. If the tendering holder of Original
Notes is a nonresident alien or foreign entity not subject to backup
withholding, such holder must give the Company a completed Form W-8BEN
Certificate of Foreign Status of Beneficial Owner for United States Tax
Withholding, or other appropriate Form W-8. These forms may be obtained from the
Exchange Agent. If the Original Notes are in more than one name or are not in
the name of the actual owner, such holder should consult the W-9 Guidelines for
information on which TIN to report. If such holder does not have a TIN, such
holder should consult the W-9 Guidelines for instructions on applying for a TIN,
check the box in Part 2 of the Substitute Form W-9 and write "applied for" in
lieu of its TIN. Note: checking this box and writing "applied for" on the form
means that such holder has already applied for a TIN or that such holder intends
to apply for one in the near future. If a holder checks the box in Part 2 of the
Substitute Form W-9 and writes "applied for" on that form, backup withholding at
a rate of currently 28% will nevertheless apply to all reportable payments made
to such holder. If such a holder furnishes its TIN to the Company within 60
calendar days, however, any amounts so withheld shall be refunded to such
holder.

     Backup withholding is not an additional Federal income tax. Rather, the
Federal income tax liability of persons subject to backup withholding will be
reduced by the amount of tax withheld. If withholding results in overpayment of
taxes, a refund may be obtained from the Internal Revenue Service.

6.  TRANSFER TAXES.

     Holders who tender their Original Notes for exchange will not be obligated
to pay any transfer taxes in connection therewith. If, however, Exchange Notes
are to be delivered to, or are to be issued in the name of, any person other
than the registered holder of the Original Notes tendered hereby, or if tendered
Original Notes are registered in the name of any person other than the person
signing this Letter of Transmittal, or if a transfer tax is imposed for any
reason other than the exchange of Original Notes in connection with the Exchange
Offer, the amount of any such transfer taxes (whether imposed on the registered
holder or any other persons) will be payable by the tendering holder. If
satisfactory evidence of payment of such taxes or exemption therefrom is not
submitted herewith, the amount of such transfer taxes will be billed directly to
such tendering holder.

     EXCEPT AS PROVIDED IN THIS INSTRUCTION 6, IT WILL NOT BE NECESSARY FOR
TRANSFER TAX STAMPS TO BE AFFIXED TO THE ORIGINAL NOTES SPECIFIED IN THIS LETTER
OF TRANSMITTAL.


7.  WAIVER OF CONDITIONS.

     The Company reserves the right to waive satisfaction of any or all
conditions enumerated in the Prospectus.

8.  NO CONDITIONAL TENDERS.

     No alternative, conditional, irregular or contingent tenders will be
accepted. All tendering holders of Original Notes, by execution of this Letter
of Transmittal, shall waive any right to receive notice of the acceptance of
their Original Notes for exchange.

     Neither the Company, the Exchange Agent nor any other person is obligated
to give notice of any defect or irregularity with respect to any tender of
Original Notes nor shall any of them incur any liability for failure to give any
such notice.

9.  MUTILATED, LOST, STOLEN OR DESTROYED ORIGINAL NOTES.

     Any holder whose Original Notes have been mutilated, lost, stolen or
destroyed should contact the Exchange Agent at the address indicated above for
further instructions.

10.  REQUESTS FOR ASSISTANCE OR ADDITIONAL COPIES.

     Questions relating to the procedure for tendering, as well as requests for
additional copies of the Prospectus and this Letter of Transmittal, may be
directed to the Exchange Agent, at the address and telephone number indicated
above.

11.  INCORPORATION OF LETTER OF TRANSMITTAL.

     This Letter of Transmittal shall be deemed to be incorporated in and
acknowledged and accepted by any tender through the Book-Entry Transfer
Facility's ATOP procedures by any participant on behalf of itself and the
beneficial owners of any Original Notes so tendered.


                    TO BE COMPLETED BY ALL TENDERING HOLDERS
                              (SEE INSTRUCTION 5)
- --------------------------------------------------------------------------------

                                                                                  

 SUBSTITUTE                       PART 1 -- PLEASE PROVIDE YOUR TIN IN THE BOX AT THE                   TIN:
 FORM W-9                         RIGHT AND CERTIFY BY SIGNING AND DATING BELOW.         ----------------------------------
                                                                                              Social Security Number OR
 DEPARTMENT OF THE TREASURY                                                                Employer Identification Number
 INTERNAL REVENUE SERVICE                                                                ----------------------------------
 PAYOR'S REQUEST FOR
 TAXPAYER IDENTIFICATION
 NUMBER ("TIN") AND
 CERTIFICATION
                                  -------------------------------------------------------------------------------------------
                                  PART 2 -- TIN Applied for  [ ]
- -----------------------------------------------------------------------------------------------------------------------------
 CERTIFICATION -- UNDER PENALTIES OF PERJURY, I CERTIFY THAT:
 (1) The number shown on this form is my correct Taxpayer Identification Number (or I am waiting for a number to be issued to
 me).
 (2) I am not subject to backup withholding because: (a) I am exempt from backup withholding, or (b) I have not been notified
     by the Internal Revenue Service (the "IRS") that I am subject to backup withholding as a result of a failure to report
     all interest or dividends, or (c) the IRS has notified me that I am no longer subject to backup withholding, and
 (3) I am a U.S. person (including a U.S. resident alien).
 Signature: ------------------------------------------------------------ Date: ---------------
- -----------------------------------------------------------------------------------------------------------------------------
  You must cross out item (2) of the above certification if you have been notified by the IRS that you are subject to backup
  withholding because of under reporting of interest or dividends on your tax returns and you have not been notified by the
  IRS that you are no longer subject to backup withholding.



- -------------------------------------------------------------------------------

          YOU MUST COMPLETE THE FOLLOWING CERTIFICATE IF YOU CHECKED
                   THE BOX IN PART 2 OF SUBSTITUTE FORM W-9

             CERTIFICATE OF AWAITING TAXPAYER IDENTIFICATION NUMBER

     I certify under penalties of perjury that a taxpayer identification number
has not been issued to me, and either (a) I have mailed or delivered an
application to receive a taxpayer identification number to the appropriate
Internal Revenue Service Center or Social Security Administration Office or (b)
I intend to mail or deliver an application in the near future. I understand that
if I do not provide a taxpayer identification number by the time of payment, 28%
of all reportable payments made to me thereafter will be withheld until I
provide a number.


Signature: ----------------------------------------        Date: ---------------

EX-99.2

                                                                    EXHIBIT 99.2

                         NOTICE OF GUARANTEED DELIVERY
                        FOR TENDER OF ANY OR ALL OF THE

                          7.25% SENIOR NOTES DUE 2015
                                       OF

                            AMERIGAS PARTNERS, L.P.
                             AMERIGAS FINANCE CORP.

             PURSUANT TO THE PROSPECTUS DATED               , 2005

     This notice of guaranteed delivery, or one substantially equivalent to this
form, must be used to tender Original Notes (as defined below) described in the
prospectus dated           , 2005 (as the same may be supplemented from time to
time, the "Prospectus") of AmeriGas Partners, L.P., a Delaware limited
partnership, and AmeriGas Finance Corp., a Delaware corporation (the "Company"),
if (i) certificates for any of the outstanding 7.25% Senior Notes due 2015 (the
"Original Notes") of the Company are not immediately available, (ii) time will
not permit the Original Notes, the letter of transmittal and all other required
documents to be delivered to The Bank of New York (the "Exchange Agent") prior
to 5:00 p.m., New York City Time, on           , 2005 or such later date and
time to which the Exchange Offer may be extended (the "Expiration Date"), or
(iii) the procedures for delivery by book-entry transfer cannot be completed on
a timely basis. This notice of guaranteed delivery, or one substantially
equivalent to this form, must be delivered by hand or sent by facsimile
transmission or mailed to the Exchange Agent, and must be received by the
Exchange Agent prior to the Expiration Date. See "The Exchange
Offer -- Procedures for Tendering" in the Prospectus. Capitalized terms used but
not defined herein shall have the same meaning given them in the Prospectus.

                 The Exchange Agent for the Exchange Offer is:

                      WACHOVIA BANK, NATIONAL ASSOCIATION

                                                                      
  By Registered or Certified Mail:       By Hand or Overnight Courier:                 By Facsimile:
Wachovia Bank, National Association   Wachovia Bank, National Association   Wachovia Bank, National Association
1525 West W.T. Harris Boulevard-3C3   1525 West W.T. Harris Boulevard-3C3              (704) 590-7628
 Corporate Trust Operations-NC1153     Corporate Trust Operations-NC1153           Attention: Marsha Rice
      Charlotte, NC 28288-1153              Charlotte, NC 28288-1153
       Attention: Marsha Rice                Attention: Marsha Rice



               To confirm by telephone or for information, call:
                                 (704) 590-7413

     DELIVERY OF THIS NOTICE OF GUARANTEED DELIVERY TO AN ADDRESS OTHER THAN AS
SET FORTH ABOVE OR TRANSMISSION OF THIS NOTICE OF GUARANTEED DELIVERY VIA
FACSIMILE TO A NUMBER OTHER THAN AS SET FORTH ABOVE DOES NOT CONSTITUTE A VALID
DELIVERY. THE METHOD OF DELIVERY OF ALL DOCUMENTS, INCLUDING CERTIFICATES, IS AT
THE RISK OF THE HOLDER. IF DELIVERY IS BY MAIL, REGISTERED MAIL WITH RETURN
RECEIPT REQUESTED, PROPERLY INSURED, IS RECOMMENDED. YOU SHOULD READ THE
INSTRUCTIONS ACCOMPANYING THE LETTER OF TRANSMITTAL CAREFULLY BEFORE YOU
COMPLETE THIS NOTICE OF GUARANTEED DELIVERY.

     This notice of guaranteed delivery is not to be used to guarantee
signatures. If a signature on a letter of transmittal is required to be
guaranteed by an "Eligible Institution" under the instructions thereto, such
signature guarantee must appear in the applicable space provided in the
signature box on the letter of transmittal.


Ladies and Gentlemen:

     The undersigned acknowledges receipt of the Prospectus and the related
letter of transmittal which describe the Company's offer (the "Exchange Offer")
to exchange new 7.25% Senior Notes due 2015 (the "Exchange Notes") for a like
principal amount of our 7.25% Senior Notes due 2015 (the "Original Notes").
Original Notes may only be tendered in denominations of $2,000 in principal
amount and any integral multiple of $1,000 in excess thereof.

     The undersigned hereby tenders to the Company, upon the terms and subject
to the conditions set forth in the Prospectus and the related letter of
transmittal, the aggregate principal amount of Original Notes indicated below
pursuant to the guaranteed delivery procedures set forth in the Prospectus under
the caption "The Exchange Offer -- Guaranteed Delivery Procedures."

     The undersigned understands that (i) no withdrawal of a tender of any of
the Original Notes may be made on or after the Expiration Date, and (ii) for a
withdrawal of a tender of any of the Original Notes to be effective, a written
notice of withdrawal that complies with the requirements of the Exchange Offer
must be timely received by the Exchange Agent at its address specified on the
cover of this notice of guaranteed delivery prior to the Expiration Date.

     The undersigned also understands that the exchange of Original Notes for
Exchange Notes pursuant to the Exchange Offer will be made only after timely
receipt by the Exchange Agent of (i) such Original Notes (or book-entry
confirmation of the transfer of such Original Notes into the Exchange Agent's
account at The Depository Trust Company ("DTC")) and (ii) a letter of
transmittal (or facsimile thereof) with respect to such Original Notes, properly
completed and duly executed, with any required signature guarantees, this notice
of guaranteed delivery by the letter of transmittal or, in lieu thereof, a
message from DTC stating that the tendering holder has expressly acknowledged
receipt of, and agreement to be bound by and held accountable under, the letter
of transmittal, and any other documents required by the letter of transmittal.

     All authority conferred or agreed to be conferred by this notice of
guaranteed delivery shall not be affected by, and shall survive, the death or
incapacity of the undersigned, and every obligation of the undersigned under
this notice of guaranteed delivery shall be binding on the heirs, executors,
administrators, trustees in bankruptcy, personal and legal representatives,
successors and assigns of the undersigned.

Name(s) of Registered Holder(s):
- --------------------------------------------------------------------------------
                             (PLEASE PRINT OR TYPE)

Signature(s):
- --------------------------------------------------------------------------------

Address(es):
- --------------------------------------------------------------------------------

Area Code(s) and Telephone Number(s):
- --------------------------------------------------------------------------------

If the Original Notes will be delivered by book-entry
transfer at DTC, insert Depository Account Number:
- --------------------------------------------------------------------------------

Date:
- --------------------------------------------------------------------------------

                                        2




- -------------------------------------------------------------------------------------------------------
                                                                    PRINCIPAL AMOUNT OF
              CERTIFICATE NUMBER(S)*                             ORIGINAL NOTES TENDERED**
- -------------------------------------------------------------------------------------------------------
                                                 
- -------------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------------------
- -------------------------------------------------------------------------------------------------------
 * Need not be completed if the Original Notes being tendered are in book-entry form.
 ** Must be in denominations of $2,000 in principal amount and any integral multiple of $1,000 in
    excess thereof.
- -------------------------------------------------------------------------------------------------------


     This notice of guaranteed delivery must be signed by the registered
holder(s) of Original Notes exactly as its (their) name(s) appear on the
certificate(s) for such Original Notes or on a security position listing as the
owner of Original Notes, or by person(s) authorized to become registered
holder(s) by endorsements and documents transmitted with this notice of
guaranteed delivery. If the signature is by a trustee, executor, administrator,
guardian, attorney-in-fact, officer or other person acting in a fiduciary or
representative capacity, you must provide the following information.

Name(s):
- --------------------------------------------------------------------------------

Title(s):
- --------------------------------------------------------------------------------

Signature(s):
- --------------------------------------------------------------------------------

Address(es):
- --------------------------------------------------------------------------------

     DO NOT SEND ORIGINAL NOTES WITH THIS FORM. ORIGINAL NOTES SHOULD BE SENT TO
THE EXCHANGE AGENT TOGETHER WITH A PROPERLY COMPLETED AND DULY EXECUTED LETTER
OF TRANSMITTAL.

                                        3


                             GUARANTEE OF DELIVERY
                    (NOT TO BE USED FOR SIGNATURE GUARANTEE)

     The undersigned, a member firm of a registered national securities exchange
or of the National Association of Securities Dealers, Inc., a commercial bank or
trust company having an office or a correspondent in the United States or an
"Eligible Guarantor Institution" within the meaning of Rule 17Ad-15 under the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), hereby (1)
represents that each holder of Original Notes on whose behalf this tender is
being made "own(s)" the Original Notes covered hereby within the meaning of Rule
13d-3 under the Exchange Act, (2) represents that such tender of Original Notes
complies with Rule 14e-4 of the Exchange Act and (3) guarantees that the
undersigned will deliver to the Exchange Agent the certificates representing the
Original Notes being tendered hereby for exchange pursuant to the Exchange Offer
in proper form for transfer (or a confirmation of book-entry transfer of such
Original Notes into the Exchange Agent's account at the book-entry transfer
facility of DTC) with delivery of a properly completed and duly executed letter
of transmittal (or facsimile thereof), with any required signature guarantees,
or in lieu of a letter of transmittal a message from DTC stating that the
tendering holder has expressly acknowledged receipt of, and agreement to be
bound by and held accountable under, the letter of transmittal, and any other
required documents, all within three New York Stock Exchange trading days after
the Expiration Date of the Exchange Offer.

                                                       
 Name of Firm: ----------------------------------------
                                                          --------------------------------------------------------
                                                                           (AUTHORIZED SIGNATURE)

Address: -----------------------------------------------  Name: -------------------------------------------------
                                                                           (PLEASE PRINT OR TYPE)
                                                                                   Title:
- --------------------------------------------------------     --------------------------------------------------
                       (ZIP CODE)

 Telephone Number: -----------------------------------    Date: --------------------------------------------------



     The institution that completes the notice of guaranteed delivery must (i)
deliver or otherwise transmit the same to the Exchange Agent at its address set
forth above by hand, facsimile, or mail, on or prior to the Expiration Date, and
(ii) deliver the certificates representing any Original Notes (or a confirmation
of book-entry transfer of such Original Notes into the Exchange Agent's account
at DTC), together with a properly completed and duly executed letter of
transmittal (or facsimile thereof) or a message from DTC stating that the
tendering holder has expressly acknowledged receipt of, and agrees to be bound
by and held accountable under, the letter of transmittal in lieu thereof), with
any required signature guarantees and any other documents required by the letter
of transmittal to the Exchange Agent within the time period set forth herein.
Failure to do so could result in a financial loss to such institution.

                                        4

EX-99.3

                                                                    EXHIBIT 99.3

                            AMERIGAS PARTNERS, L.P.
                             AMERIGAS FINANCE CORP.
                               OFFER TO EXCHANGE
           7.25% SENIOR NOTES DUE 2015 FOR A LIKE PRINCIPAL AMOUNT OF
                        NEW 7.25% SENIOR NOTES DUE 2015

             PURSUANT TO THE PROSPECTUS DATED               , 2005

To: Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees:

     AmeriGas Partners, L.P., a Delaware limited partnership, and AmeriGas
Finance Corp., a Delaware corporation (collectively, the "Company"), hereby
offers to exchange (the "Exchange Offer"), upon and subject to the terms and
conditions set forth in the prospectus dated           , 2005 (the "Prospectus")
and the enclosed letter of transmittal (the "Letter of Transmittal"), up to
$415,000,000 aggregate principal amount of new 7.25% Senior Notes due 2015 (the
"Exchange Notes"), for the outstanding 7.25% Senior Notes due 2015, which have
certain transfer restrictions (the "Original Notes"). The Exchange Offer is
intended to satisfy certain obligations of the Company contained in the
Registration Rights Agreements dated May 3, 2005, between the Company and the
initial purchasers named therein.

     We are requesting that you contact your clients for whom you hold Original
Notes regarding the Exchange Offer. For your information and for forwarding to
your clients for whom you hold Original Notes registered in your name or in the
name of your nominee, or who hold Original Notes registered in their own names,
we are enclosing the following documents:

          1. Prospectus, dated           , 2005;

          2. The Letter of Transmittal for your use, for the use of your clients
     who have either arranged to have the Original Notes registered in their
     name or obtained a properly completed bond power, and for the information
     of your other clients;

          3. A Notice of Guaranteed Delivery to be used to accept the Exchange
     Offer if certificates for Original Notes are not immediately available or
     time will not permit all required documents to reach the Bank of New York
     (the "Exchange Agent") prior to the Expiration Date (as defined below) or
     if the procedure for book-entry transfer cannot be completed on a timely
     basis;

          4. A notice of withdrawal to be used to withdraw tenders of Original
     Notes;

          5. A form of letter which may be sent to your clients for whose
     account you hold Original Notes registered in your name or the name of your
     nominee, with space provided for obtaining such clients' instructions with
     regard to the Exchange Offer; and

          6. Guidelines for Certification of Taxpayer Identification Number on
     Substitute Form W-9.

     YOUR PROMPT ACTION IS REQUESTED. THE EXCHANGE OFFER WILL EXPIRE AT 5:00
P.M., NEW YORK CITY TIME, ON           , 2005 (THE "EXPIRATION DATE"), UNLESS
EXTENDED BY THE COMPANY. ANY ORIGINAL NOTES TENDERED PURSUANT TO THE EXCHANGE
OFFER MAY BE WITHDRAWN AT ANY TIME BEFORE 5:00 P.M., NEW YORK CITY TIME, ON THE
EXPIRATION DATE.

     To participate in the Exchange Offer, a duly executed and properly
completed Letter of Transmittal (or facsimile thereof or a message from The
Depository Trust Company stating that the tendering holder has expressly
acknowledged receipt of, and agrees to be bound by and held accountable under,
the Letter of Transmittal), with any required signature guarantees and any other
required documents, must be sent to the Exchange Agent and certificates
representing the Original Notes must be delivered to the Exchange Agent, all in
accordance with the instructions set forth in the Letter of Transmittal and the
Prospectus.


     If holders of Original Notes wish to tender, but it is impracticable for
them to forward their certificates for Original Notes prior to the expiration of
the Exchange Offer or to comply with the book-entry transfer procedures on a
timely basis, a tender may be effected by following the guaranteed delivery
procedures described in the Prospectus under "The Exchange Offer -- Guaranteed
Delivery Procedures".

     Any inquiries you may have with respect to the Exchange Offer or requests
for additional copies of the enclosed materials should be directed to the
Exchange Agent for the Original Notes, at its address and telephone number set
forth on the front of the Letter of Transmittal.

                                         Very truly yours,

                                         AmeriGas Partners, L.P.
                                         AmeriGas Finance Corp.

NOTHING HEREIN OR IN THE ENCLOSED DOCUMENTS SHALL CONSTITUTE YOU OR ANY OTHER
PERSON AS AN AGENT OF THE COMPANY OR THE EXCHANGE AGENT, OR AUTHORIZE YOU OR ANY
OTHER PERSON TO USE ANY DOCUMENT OR MAKE ANY STATEMENTS ON BEHALF OF EITHER OF
THEM WITH RESPECT TO THE EXCHANGE OFFER, EXCEPT FOR STATEMENTS EXPRESSLY MADE IN
THE PROSPECTUS OR THE LETTER OF TRANSMITTAL.

                                        2

EX-99.4

                                                                    EXHIBIT 99.4

                            AMERIGAS PARTNERS, L.P.
                             AMERIGAS FINANCE CORP.
                               OFFER TO EXCHANGE
           7.25% SENIOR NOTES DUE 2015 FOR A LIKE PRINCIPAL AMOUNT OF
                        NEW 7.25% SENIOR NOTES DUE 2015

             PURSUANT TO THE PROSPECTUS DATED               , 2005

To Our Clients:

     Enclosed for your consideration is a prospectus dated           , 2005 (the
"Prospectus") and the related letter of transmittal (the "Letter of
Transmittal"), relating to the offer (the "Exchange Offer") of AmeriGas
Partners, L.P., a Delaware limited partnership, and AmeriGas Finance Corp., a
Delaware corporation, (collectively, the "Company"), to exchange up to
$415,000,000 aggregate principal amount of new 7.25% Senior Notes due 2015 (the
"Exchange Notes"), for the outstanding 7.25% Senior Notes due 2015, which have
certain transfer restrictions (the "Original Notes"), upon the terms and subject
to the conditions described in the Prospectus and the related Letter of
Transmittal. The Exchange Offer is intended to satisfy certain obligations of
the Company contained in the Registration Rights Agreement dated May 3, 2005,
between the Company and the initial purchasers named therein.

     This material is being forwarded to you as the beneficial owner of the
Original Notes carried by us for your account but not registered in your name. A
TENDER OF SUCH ORIGINAL NOTES MAY ONLY BE MADE BY US AS THE HOLDER OF RECORD AND
PURSUANT TO YOUR INSTRUCTIONS UNLESS YOU OBTAIN A PROPERLY COMPLETED BOND POWER
FROM US OR ARRANGE TO HAVE THE ORIGINAL NOTES REGISTERED IN YOUR NAME.

     Accordingly, we request instructions as to whether you wish us to tender on
your behalf the Original Notes held by us for your account, pursuant to the
terms and conditions set forth in the enclosed Prospectus and Letter of
Transmittal.

     Please forward your instructions to us as promptly as possible in order to
permit us to tender the Original Notes on your behalf in accordance with the
provisions of the Exchange Offer. The Exchange Offer will expire at 5:00 p.m.,
New York City time, on           , 2005 (the "Expiration Date"), unless extended
by the Company. Any Original Notes tendered pursuant to the Exchange Offer may
be withdrawn any time before 5:00 p.m., New York City time, on the Expiration
Date.

     Your attention is directed to the following:

          1. The Exchange Offer is for any and all of the Original Notes.

          2. The Exchange Offer is subject to certain conditions set forth in
     the Prospectus in the section captioned "Exchange Offer -- Conditions to
     the Exchange Offer."

          3. The Exchange Offer expires at 5:00 p.m., New York City time, on the
     Expiration Date, unless extended by the Company.

     If you wish to have us tender your Original Notes, please so instruct us by
completing, executing and returning to us the instruction form on the back of
this letter.

     THE LETTER OF TRANSMITTAL IS FURNISHED TO YOU FOR INFORMATION ONLY AND MAY
NOT BE USED DIRECTLY BY YOU TO TENDER ORIGINAL NOTES UNLESS YOU OBTAIN A
PROPERLY COMPLETED BOND POWER FROM US OR ARRANGE TO HAVE THE ORIGINAL NOTES
REGISTERED IN YOUR NAME.


                INSTRUCTIONS WITH RESPECT TO THE EXCHANGE OFFER

     The undersigned acknowledge(s) receipt of this letter and the enclosed
materials referred to therein relating to the Exchange Offer made by the Company
with respect to the Original Notes.

     This will instruct you to tender the Original Notes held by you for the
account of the undersigned, upon and subject to terms and conditions set forth
in the Prospectus and the related Letter of Transmittal.

     Please tender the Original Notes held by you for the account of the
undersigned as indicated below:

                                                  
                                                         AGGREGATE PRINCIPAL AMOUNT OF ORIGINAL NOTES
                                                        -----------------------------------------------
                7.25% Senior Notes due 2015               (MUST BE IN DENOMINATIONS OF $2,000 AND ANY
                                                        INTEGRAL MULTIPLE OF $1,000 IN EXCESS THEREOF)
[ ]   Please do not tender any Original Notes held by
      you for the account of the undersigned
      Dated:         , 2005

                                                        -----------------------------------------------
                                                        -----------------------------------------------
                                                                        (SIGNATURE(S))
                                                        -----------------------------------------------
                                                        -----------------------------------------------
                                                                  (PLEASE PRINT NAME(S) HERE)
                                                        -----------------------------------------------
                                                        -----------------------------------------------
                                                                         (ADDRESS(ES))
                                                        -----------------------------------------------
                                                            (AREA CODE(S) AND TELEPHONE NUMBER(S))
                                                        -----------------------------------------------
                                                            (TAX IDENTIFICATION OR SOCIAL SECURITY
                                                                           NUMBER(S)



     NONE OF THE ORIGINAL NOTES HELD BY US FOR YOUR ACCOUNT WILL BE TENDERED
UNLESS WE RECEIVE WRITTEN INSTRUCTIONS FROM YOU TO DO SO. UNLESS A SPECIFIC
CONTRARY INSTRUCTION IS GIVEN IN THE SPACE PROVIDED, YOUR SIGNATURE(S) HEREON
SHALL CONSTITUTE AN INSTRUCTION TO US TO TENDER ALL THE ORIGINAL NOTES HELD BY
US FOR YOUR ACCOUNT.

                                        2

EX-99.5

                                                                    EXHIBIT 99.5

            GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
                         NUMBER ON SUBSTITUTE FORM W-9

     GUIDELINES FOR DETERMINING THE PROPER IDENTIFICATION NUMBER TO GIVE THE
PAYER. -- Social Security numbers have nine digits separated by two hyphens:
i.e. 000-00-0000. Employer identification numbers have nine digits separated by
only one hyphen: i.e. 00-0000000. The table below will help determine the number
to give the payer.



- ---------------------------------------------------------------
                                   GIVE THE SOCIAL
                                   SECURITY NUMBER
FOR THIS TYPE OF ACCOUNT:          OF --
- ---------------------------------------------------------------
                             
1.   An individual's account       The individual
2.   Two or more individuals       The actual owner of the
     (joint account)               account or, if combined
                                   funds, the first individual
                                   on the account(1)
3.   Custodian account of a minor  The minor(2)
     (Uniform Gift to Minors Act)
4.   a. The usual revocable        The grantor-trustee(1)
     savings trust account
        (grantor is also trustee)
     b. So-called trust account    The actual owner(1)
     that is not a legal or valid
        trust under state law
5.   Sole proprietorship or        The owner(3)
     single-owner LLC

- ---------------------------------------------------------------




 -------------------------------------------------------------------------------
                                               GIVE THE SOCIAL
                                               SECURITY NUMBER
FOR THIS TYPE OF ACCOUNT:                      OF --
 -------------------------------------------------------------------------------
                                         
    6.     Sole proprietorship or single-      The owner(3)
           owner LLC
    7.     A valid trust, estate, or pension   The legal entity (Do not furnish
           trust                               the identifying number of the
                                               personal representative or trustee
                                               unless the legal entity itself is
                                               not designated in the account
                                               title.)(4)
    8.     Corporate or LLC electing           The corporation
           corporate status on Form 8832
    9.     Association, club, Religious,       The organization
           charity, educational organization
           or other Tax-Exempt organization
           account
   10.     Partnership or multi-member LLC     The partnership
   11.     A broker or registered nominee      The broker or nominee
   12.     Account with the Department of      The public entity
           Agriculture in the name of an
           entity (such as a State or local
           government, school district, or
           prison) that receives agricultural
           program payments




- ---------------------------------------------------------------
                             


(1) List first and circle the name of the person whose number you furnish. If
    only one person on a joint account has a social security number, that
    person's number must be furnished.
(2) Circle the minor's name and furnish the minor's social security number.
(3) You must show your individual name, but you may also enter your business or
    "doing business as" name. You may use either your social security number or
    employer identification number (if you have one).
(4) List first and circle the name of the legal trust, estate, or pension trust.

NOTE: If no name is circled when there is more than one name, the number will be
      considered to be that of the first name listed.


            GUIDELINES FOR CERTIFICATION OF TAXPAYER IDENTIFICATION
                         NUMBER ON SUBSTITUTE FORM W-9
                                     PAGE 2

OBTAINING A NUMBER

If you don't have a taxpayer identification number or you don't know your
number, obtain Form SS-5, Application for a Social Security Number Card (for
individuals), or Form SS-4, Application for Employer Identification Number (for
businesses and all other entities), at the local office of the Social Security
Administration or the Internal Revenue Service (the "IRS") and apply for a
number.

PAYEES EXEMPT FROM BACKUP WITHHOLDING

Payees exempt from backup withholding on ALL payments include the following:

  - An organization exempt from tax under section 501(a), any IRA, or a
    custodial account under section 403(b)(7) if the account satisfies the
    requirements of Section 401(f)(2).

  - The United States or any of its agencies or Instrumentalities.

  - A state, the District of Columbia, a possession of the United States, or any
    of their political subdivisions or instrumentalities.

  - A foreign government or any of its political subdivisions, agencies, or
    instrumentalities.

  - An international organization or any of its agencies or Instrumentalities.

  Other payees that may be exempt from backup withholding include:

  - A corporation.

  - A foreign central bank of issue.

  - A dealer in securities or commodities required to register In the United
    States, the District of Columbia, or a possession of the United States.

  - A futures commission merchant registered with the Commodity Futures Trading
    Commission.

  - A real estate investment trust.

  - An entity registered at all times during the tax year under the Investment
    Company Act of 1940.

  - A common trust fund operated by a bank under section 584(a).

  - A financial institution.

  - A middleman known in the investment community as a nominee or custodian.

  - A trust exempt from tax under section 664 or described in section 4947.

Payments of dividends and patronage dividends not generally subject to backup
withholding include the following:

  - Payments to nonresident aliens subject to withholding under Section 1441 of
    the Code.

  - Payments to partnerships not engaged in a trade or business in the U.S. and
    which have at least one nonresident partner.

  - Payments of patronage dividends where the amount received is not paid in
    money.

  - Payments made by certain foreign organizations.

  - Section 404(k) payments made by an ESOP.

Payments of interest not generally subject to backup withholding include the
following:

  - Payments of interest on obligations issued by individuals. Note: You may be
    subject to backup withholding if this interest is $600 or more and is paid
    in the course of the payer's trade or business and you have not provided
    your correct taxpayer identification number to the payor.

  - Payments of tax-exempt interest (including exempt -- interest dividends
    under Section 852 of the Code).

  - Payments described in Section 6049(b) (5) of the Code to nonresident aliens.

  - Payments on tax-free covenant bonds under Section 1451 of the Code.

  - Payments made by certain foreign organizations.

  - Mortgage interest payments paid to you.

EXEMPT PAYEES DESCRIBED ABOVE SHOULD FILE FORM W-9 TO AVOID POSSIBLE ERRONEOUS
BACKUP WITHHOLDING. FILE THIS FORM WITH THE PAYER, FURNISH YOUR TAXPAYER
IDENTIFICATION NUMBER, WRITE "EXEMPT" ON THE FACE OF THE FORM, SIGN AND DATE THE
FORM AND RETURN IT TO THE PAYER. IF YOU ARE A NON-RESIDENT ALIEN OR A FOREIGN
ENTITY NOT SUBJECT TO BACKUP WITHHOLDING, FILE WITH PAYER A COMPLETED INTERNAL
REVENUE FORM W-8 (CERTIFICATE OF FOREIGN STATUS).

Certain payments other than interest, dividends, and patronage dividends, that
are not subject to information reporting are also not subject to backup
withholding. For details, see Sections 6041, 6041(a), 6045, 6050A and 6050N of
the Code and the regulations promulgated thereunder.

PRIVACY ACT NOTICE. Section 6109 requires most recipients of dividend, interest,
or other payments to give taxpayer identification numbers to payers who must
report the payments to the IRS. The IRS uses the numbers for identification
purposes. Payers must be given the numbers whether or not recipients are
required to file tax returns. Payers must generally withhold 28% of taxable
interest, dividend, and certain other payments to a payee who does not furnish a
taxpayer identification number to a payer. Certain penalties may also apply.

PENALTIES

(1) PENALTY FOR FAILURE TO FURNISH TAXPAYER IDENTIFICATION NUMBER. If you fail
to furnish your correct taxpayer identification number to a payer, you are
subject to a penalty of $50 for each such failure unless your failure is due to
reasonable cause and not to willful neglect.

(2) CIVIL PENALTY FOR FALSE INFORMATION WITH RESPECT TO WITHHOLDING. If you make
a false statement with no reasonable basis which results in no imposition of
backup withholding, you are subject to a penalty of $500.

(3) CRIMINAL PENALTY FOR FALSIFYING INFORMATION. Willfully falsifying
certifications or affirmations may subject you to criminal penalties including
fines and/or imprisonment.

FOR ADDITIONAL INFORMATION CONTACT YOUR TAX CONSULTANT OR THE INTERNAL REVENUE
SERVICE.

EX-99.6

Exhibit 99.6