8-K

                                  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

                                 MARCH 12, 2004
                                (DATE OF REPORT)

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



          PENNSYLVANIA                    1-11071                 23-2668356
(STATE OR OTHER JURISDICTION         (COMMISSION FILE         (I.R.S. EMPLOYER
      OF INCORPORATION)                    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)




UGI Corporation                                                   Form 8-K
Page 2                                                            March 12, 2004


ITEM 9. REGULATION FD DISCLOSURE

      On March 12, 2004, UGI Corporation issued a press release announcing that
it has increased its earnings guidance for the fiscal year ending September 30,
2004. A copy of the press release is furnished as Exhibit 99 to this report and
is incorporated herein by reference.

                                   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/  Anthony J. Mendicino
                                             ------------------------------
                                                 Anthony J. Mendicino
                                                 Senior Vice President - Finance
                                                 and Chief Financial Officer


Date:  March 15, 2004







                                  EXHIBIT INDEX



EXHIBIT NO.                DESCRIPTION
- -----------                -----------
                        
      99                   Press Release of UGI Corporation dated March 12, 2004.

EX-99

                                                                      EXHIBIT 99

Contact: 610-337-1000                            For Release:  March 12, 2004
Robert Krick, ext. 3141                                        Immediate
Brenda Blake, ext. 3202

UGI CORPORATION ANNOUNCES INCREASE IN EARNINGS GUIDANCE FOR 2004;
REITERATES ACCRETION TO 2005 EARNINGS FROM AGZ HOLDING ACQUISITION

VALLEY FORGE, PA--(BUSINESS WIRE)--March 12, 2004--UGI Corporation (NYSE:UGI)
today announced that it has increased its earnings guidance for the fiscal year
ending September 30, 2004 to a range of $2.10 to $2.20 per diluted share, a
$0.10 to $0.20 increase over previous guidance of January 2004. The guidance is
based on the completion of the anticipated purchase of AGZ Holding, the parent
company of Antargaz, on April 1. The range includes the dilutive effect of 7.5
million additional shares outstanding related to the purchase of AGZ Holding and
the estimated seasonal net loss from AGZ Holding for the spring and summer
months of April through September. The dilutive effect and the seasonal net loss
are estimated to be $0.25 per diluted share. The range also includes an $0.11
net loss per diluted share on certain previously disclosed forward purchase
contracts to fix the dollar value of a portion of the euro-based purchase price
for AGZ Holding, based on a value of the dollar/euro exchange rate on March 10
of $1.22 per euro. In January 2004, UGI provided earnings guidance of $2.10 per
diluted share for the same period, including the effect of the AGZ Holding
acquisition, but excluding the anticipated net loss from the forward currency
transactions.

Forward purchase contracts to fix the dollar value of a portion of the
euro-based purchase price for AGZ Holding are not subject to hedge accounting
treatment and any one-time gain or loss on such contracts will be reflected in
the results for the quarter ending March 31, 2004. Estimated earnings assume
48.2 million average shares outstanding for the fiscal year. As previously
reported, under normal operating conditions, the transaction is expected to be
accretive to earnings by approximately $0.20 per diluted share in fiscal year
2005.

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 that are difficult to predict
and many of which are beyond management's control. Among them are adverse
weather conditions, price volatility and availability of all energy products,
including propane, natural gas, electricity and fuel oil, domestic and
international economic and political conditions, currency exchange rates and the
timing of the completion of our proposed acquisition of the remaining interests
in Antargaz. UGI undertakes no obligation to release revisions to its
forward-looking statements to reflect events or circumstances occurring after
today. You should read UGI's Annual Report for a more extensive list of factors
that could affect results.

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


C-04                                   ***                              03-12-04