SC 13E4/A

===============================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D. C. 20549

                                 SCHEDULE 13E-4

                          ISSUER TENDER OFFER STATEMENT
                                (AMENDMENT NO. 1)
      (PURSUANT TO SECTION 13(E)(1) OF THE SECURITIES EXCHANGE ACT OF 1934)


                                 UGI CORPORATION
                  (NAME OF ISSUER AND PERSON FILING STATEMENT)


                           Common Stock, no par value
- --------------------------------------------------------------------------------
                         (TITLE OF CLASS OF SECURITIES)


                                    902681105
- --------------------------------------------------------------------------------
                      (CUSIP NUMBER OF CLASS OF SECURITIES)


                            Brendan P. Bovaird, Esq.
                  Vice President, General Counsel and Secretary

                                 UGI Corporation
                              460 North Gulph Road
                       King of Prussia, Pennsylvania 19406
                            Telephone: (610) 337-1000

                                  ------------

                  (NAME, ADDRESS AND TELEPHONE NUMBER OF PERSON
                        AUTHORIZED TO RECEIVE NOTICES AND
                  COMMUNICATIONS ON BEHALF OF THE PERSON FILING
                                   STATEMENT)

                                   Copies to:

                             Stephen M. Besen, Esq.
                           Weil, Gotshal & Manges LLP
                                767 Fifth Avenue
                            New York, New York 10153
                                 (212) 310-8000


                                 August 27, 1999
- --------------------------------------------------------------------------------
             (DATE OF EVENT WHICH REQUIRES FILING OF THIS STATEMENT)


================================================================================




NY3:\788034\02\gw1%02!.DOC\78370.0008

                                  TENDER OFFER

           This Amendment No. 1 amends and supplements the Issuer Tender Offer
Statement on Schedule 13E-4 filed on August 2, 1999 (the "Issuer Tender Offer
Statement") by UGI Corporation, a Pennsylvania corporation (the "Company"),
which relates to the offer of the Company to purchase up to 4,500,000 shares of
its common stock, no par value (the "Common Stock"), including the associated
rights to purchase shares of Series A Junior Participating Preference Stock
pursuant to the Rights Agreement, dated as of April 29, 1986, between the
Company and Mellon Bank, N.A., successor to Mellon Bank (East) N.A., as Rights
Agent, as amended (collectively with the Common Stock, the "Shares"), at a price
specified by its shareholders, not greater than $26.00 nor less than $23.00 per
Share, net in cash, on the terms and subject to the conditions set forth in the
Offer to Purchase dated August 2, 1999 (the "Offer to Purchase"), and related
Letter of Transmittal (collectively with the Offer to Purchase, the "Offer"),
copies of which have been previously filed with the Securities and Exchange
Commission as Exhibits (a)(1) and (a)(2), respectively, to the Issuer Tender
Offer Statement.

ITEM 1.         SECURITY AND ISSUER

           (b) The Offer expired at 12:00 midnight, New York City time, on
Friday, August 27, 1999. Based on preliminary information provided by
ChaseMellon Shareholder Services, L.L.C. (the "Depositary"), the Depositary for
the Offer, approximately 4.7 million Shares were validly tendered and not
properly withdrawn pursuant to the Offer at a price of $24.25 per Share or lower
(including 1.8 million Shares tendered by means of guaranteed delivery).
Accordingly, the Company estimates that each tendering shareholder will receive
payment for approximately 95% of his or her tendered Shares. On August 30, 1999,
the Company issued a press release, the text of which is set forth as Exhibit
(a)(10) hereto and is incorporated by reference herein.

ITEM 4.         INTEREST IN SECURITIES OF THE ISSUER.

           The information contained in Item 1 to this Issuer Tender Offer
Statement is incorporated herein by reference.

ITEM 9.         MATERIAL TO BE FILED AS EXHIBITS.

           (a)(10) Text of Press Release, dated August 30, 1999, by the Company.


                                       2

                                    SIGNATURE

         After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.


                                  UGI CORPORATION

                                  By: /s/ Anthony J. Mendicino
                                      ----------------------------------------
                                      Name: Anthony J. Mendicino
                                      Title: Vice President-Finance and
                                             Chief Financial Officer

Dated: August 30, 1999















                                       3

                                  EXHIBIT INDEX



EXHIBIT                                     DESCRIPTION
- -------                                     -----------

(a)(10)            Text of Press Release, dated August 30, 1999, by the Company












                                       4

EX-99

Exhibit (a)(10)

                                                               August 30, 1999
                                                               Immediate


                                         Robert W. Krick, ext. 3141


UGI CONCLUDES SELF-TENDER FOR UP TO
4.5 MILLION SHARES OF COMMON STOCK


VALLEY FORGE, PA., August 30, 1999 - UGI Corporation (NYSE: UGI) announced
today the preliminary results of its Dutch auction self-tender offer for 4.5
million shares. The offer expired Friday, August 27, 1999 at midnight, EDT.

The preliminary count by the depositary for the offer indicated that
approximately 4.7 million shares were tendered (including approximately 1.8
million shares in the form of guaranteed deliveries) and not withdrawn at a
price of $24.25 per share or lower. The Company expects to purchase 4.5 million
shares tendered at $24.25 per share. Accordingly, based on the preliminary
results, the proration factor in the offer would be approximately 95% after
giving effect to the shares tendered in the form of guaranteed deliveries. In
accordance with the terms of the offer, the Company accepted all shares properly
tendered by eligible odd lot shareholders at or below $24.25 per share.

UGI will now determine the precise number of shares tendered at or below the
purchase price and expects to announce the definitive purchase price and
proration numbers by September 10, 1999. Payment for shares purchased and
remaining shares which were tendered and not purchased will be mailed, at no
cost to the tendering shareholder, at that time.

Headquartered in Valley Forge, Pennsylvania, UGI is a holding company with
propane marketing, utility and energy marketing subsidiaries. Through
subsidiaries, UGI owns 58% of AmeriGas Partners, L.P., the nation's largest
retail propane marketer.

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


C-11                                ###                                 8/30/99





NY2:\806508\01\h@b001!.DOC\78370.0008