SEC FORM 3

SEC Form 3

FORM 3

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

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:			3235-0104
Estimated average burden
hours per response:			0.5

1. Name and Address of Reporting Person^*

Varagne Francois

(Last)

(First)

(Middle)

460 NORTH GULPH ROAD

(Street)

KING OF PRUSSIA

19406

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
09/28/2004

3. Issuer Name and Ticker or Trading Symbol
UGI CORP /PA/ [ UGI ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Chairman of Subsidiary

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Option Right to Buy	⁽¹⁾	12/08/2013	UGI Common Stock	35,000	$31.3	D
Performance Units	⁽²⁾	12/31/2006	UGI Common Stock	6,000	$0.00	D
Stock Units	⁽³⁾	⁽³⁾	UGI Common Stock	45,000	$0.00	D

Explanation of Responses:

1. Effective June 9, 2004, the reporting person was granted stock options under the UGI Corporation 2004 Omnibus Equity Compensation Plan - Sub Plan for French Employees. These options fully vest four years after the date of grant.

2. Effective April 15, 2004, the reporting person was granted performance units under the UGI Corporation 2004 Omnibus Equity Compensation Plan. Each performance unit represents the right of the recipient to receive a share of Stock or an amount based on the value of a Share of stock, if specified performance goals and other conditions are met.

3. Effective April 27, 2004, the reporting person was granted restricted Stock Units under the UGI Corporation 2004 Omnibus Equity Compensation Plan. Each Stock Unit represents the right of the recipient to receive a share of Stock or an amount based on the value of a share of Stock after the expiration of a restriction period. The restriction period will end in accordance with the following schedule: 4/1/05 - 3, 000 shares; 1/1/06 - 7,000 shares; 1/1/07 - 15, 000 shares; and 1/1/08 - 20,000 shares.

	Francois Varagne	09/28/2004
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.