1

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 8-K

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



                                NOVEMBER 19, 1996
                                (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)
   2
UGI Corporation                                                         Form 8-K
Page 2                                                         November 19, 1996

ITEM 5.    OTHER EVENTS.


Forward-Looking Statements

         In connection with the "safe harbor" provisions of the Private
Securities Litigation Reform Act of 1995, UGI Corporation ("UGI" or the
"Company") is hereby filing cautionary statements identifying important factors
that could cause the Company's actual results to differ materially from those
projected in forward-looking statements of the Company made by or on behalf of
the Company.


Risk Factors

         The financial and operating performance of UGI Corporation is subject
to risks and uncertainties, all of which are difficult to predict, and many of
which are beyond the control of the Company's management. Forward-looking
statements concerning the Company's performance may differ materially from
actual results because of these risks and uncertainties. They include, but are
not limited to:

              1.  Weather conditions;

              2.  price and availability of all energy products, including
                  natural gas, propane and oil, and the capacity to transport
                  to market areas;

              3.  governmental legislation and regulations;

              4.  local economic conditions;

              5.  labor relations;

              6.  environmental claims;

              7.  competition from the same and alternative energy sources;

              8.  operating hazards and other risks incidental to generating
                  and distributing electricity and transporting, storing, and
                  distributing natural gas and propane;

              9.  energy efficiency and technology trends;

              10. distributions from subsidiaries;

              11. interest rates; and

              12. large customer defaults.
   3
UGI Corporation                                                         Form 8-K
Page 3                                                         November 19, 1996




                                   SIGNATURES

         Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.


                                     UGI CORPORATION
                                     (REGISTRANT)



                                     By:  /s/ Brendan P. Bovaird
                                          ______________________
                                          Brendan P. Bovaird
                                          Vice President and General Counsel

Date:  November 19, 1996