8-K

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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549


                                    FORM 8-K


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


                                JANUARY 31, 2001
                                (DATE OF REPORT)


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


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


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

                                 (610) 337-1000
              (REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)
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UGI Corporation                                                         Form 8-K
Page 2                                                          January 31, 2001


ITEM 5.    OTHER EVENTS

         On Wednesday, January 31, 2001, UGI Corporation announced that its
propane operating unit, AmeriGas Partners, L.P., announced that it has signed a
definitive agreement to acquire the retail propane distribution businesses of
Columbia Energy Group, a NiSource Company (NYSE: NI), for approximately $208
million. The transaction is conditioned, among other things, upon clearance
under the Hart-Scott-Rodino Antitrust Improvements Act of 1976.

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

ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS

(c) Exhibits

         (99) News release by UGI Corporation dated January 31, 2001.



                                   SIGNATURES

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

                                             UGI CORPORATION
                                             (REGISTRANT)

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

Date:  January 31, 2001

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                                  EXHIBIT INDEX

99.      Text of press release issued by UGI Corporation on January 31, 2001.

EX-99

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                                   Exhibit 99

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


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

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

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

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

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

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

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

UGI is a holding company with propane marketing, utility and energy marketing
subsidiaries. Through subsidiaries, UGI owns 55% of AmeriGas Partners, L. P.
(NYSE: APU), one of the nation's largest retail propane marketers.

Comprehensive information about UGI is available on the Internet at
HTTP://WWW.UGICORP.COM.

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

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