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

        Date of Report (Date of earliest event reported): AUGUST 30, 2004

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

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

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

                                 (610) 337-1000
              (REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)

CHECK THE APPROPRIATE BOX BELOW IF THE FORM 8-K FILING IS INTENDED TO
SIMULTANEOUSLY SATISFY THE FILING OBLIGATION OF THE REGISTRANT UNDER ANY OF THE
FOLLOWING PROVISIONS (SEE GENERAL INSTRUCTION A.2. BELOW):

[ ]   WRITTEN COMMUNICATIONS PURSUANT TO RULE 425 UNDER THE SECURITIES ACT (17
      CFR 230.425)

[ ]   SOLICITING MATERIAL PURSUANT TO RULE 14a-12 UNDER THE EXCHANGE ACT (17 CFR
      240.14a-12)

[ ]   PRE-COMMENCEMENT COMMUNICATIONS PURSUANT TO RULE 14d-2(b) UNDER THE
      EXCHANGE ACT (17 CFR 240.14d-2(b))

[ ]   PRE-COMMENCEMENT COMMUNICATIONS PURSUANT TO RULE 13e-4(c) UNDER THE
      EXCHANGE ACT (17 CFR 240.13e-4(c))

UGI Corporation                                                  Form 8-K
Page 2                                                           August 30, 2004

SECTION 1 - REGISTRANT'S BUSINESS AND OPERATIONS

      ITEM 1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.

      On August 30, 2004, AmeriGas Propane, L.P. (the "Borrower", and a
subsidiary of AmeriGas Partners, L.P.), entered into Amendment No. 1 dated as of
August 30, 2004, to the Credit Agreement dated as of August 28, 2003 (the
"Credit Agreement"), among AmeriGas Propane, L.P., AmeriGas Propane, Inc.,
Petrolane Incorporated, Citicorp USA, Inc., Credit Suisse First Boston, Wachovia
Bank, National Association, as Agent, Issuing Bank and Swing Line Bank, and
certain financial institutions named party thereto. Amendment No. 1 to the
Credit Agreement extends the termination date thereof from October 15, 2006 to
October 15, 2008. Through subsidiaries, the Registrant owns 46% of AmeriGas
Partners, L.P.

      The Credit Agreement consists of a Revolving Credit Facility and an
Acquisition Facility. Under the Revolving Credit Facility, the Borrower may
borrow up to $100 million (including a $100 million sublimit for letters of
credit). The Revolving Credit Facility may used for working capital and general
purposes. The Acquisition Facility provides the Borrower with the ability to
borrow up to $75 million to finance the purchase of propane businesses or
propane business assets or, to the extent it is not so used, to finance working
capital and for general purposes. The Borrower's obligations under the Credit
Agreement are collateralized by substantially all of its assets. AmeriGas
Propane, Inc. and Petrolane Incorporated are guarantors of the amounts
outstanding under the Credit Agreement.

SECTION 9 - FINANCIAL STATEMENTS AND EXHIBITS

      ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.

      (c)   Exhibits.

            10.1  Amendment No. 1 dated as of August 30, 2004, to the Credit
                  Agreement dated as of August 28, 2003, among AmeriGas Propane,
                  L.P., AmeriGas Propane, Inc., Petrolane Incorporated, Citicorp
                  USA, Inc., Credit Suisse First Boston, Wachovia Bank, National
                  Association, as Agent, Issuing Bank and Swing Line Bank, and
                  certain financial institutions named party thereto, is
                  incorporated by reference to Exhibit 10.1 of the AmeriGas
                  Partners, L.P. Current Report on Form 8-K dated August 30,
                  2004.

                                   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
                                            Vice President and Treasurer

Date:  August 30, 2004