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




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