8-K

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

Date of Report (Date of earliest event reported): January 30, 2008

AmeriGas Partners, L.P.
(Exact name of registrant as specified in its charter)

Delaware	1-13692	23-2787918
(State or other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

460 No. Gulph Road, King of Prussia, Pennsylvania	19406
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s telephone number, including area code: 610 337-7000

Not Applicable

(Former name or former address if changed since last report.)

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:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 2.02 Results of Operations and Financial Condition.

On January 30, 2008, AmeriGas Propane, Inc., the general partner of AmeriGas Partners, L.P. (the “Partnership”) issued a press release announcing financial results for the Partnership for the fiscal quarter ended December 31, 2007. A copy of the press release is furnished as Exhibit 99 to this report and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits. The following exhibit is being furnished herewith:

99 Press Release of AmeriGas Partners, L.P. dated January 30, 2008, reporting its financial results for the fiscal quarter ended December 31, 2007.

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.

	AmeriGas Partners, L.P. By: AmeriGas Propane, Inc., its General Partner
Date: January 30, 2008	By:	/s/ Robert W. Krick
		Name: Robert W. Krick
		Title: Vice President and Treasurer

EXHIBIT INDEX

The Following Exhibits Are Furnished:
EXHIBIT NO.	DESCRIPTION
99	Press Release of AmeriGas Partners, L.P. dated January 30, 2008.

EX-99

Exhibit 99.1

Contact:	610-337-1000	For Immediate Release:
	Robert W. Krick, ext. 3645	January 30, 2008
	Brenda A. Blake, ext. 3202

AmeriGas Partners Reports First Quarter Results

VALLEY FORGE, Pa., January 30 — AmeriGas Propane, Inc., general partner of AmeriGas Partners, L.P. (NYSE: APU), reported net income for the first fiscal quarter ended December 31, 2007 of
$54.3 million compared to $55.6 million for the same period last year. The Partnership’s earnings before interest expense, income taxes, depreciation and amortization (EBITDA) was $93.1 million for the first quarter of 2008, unchanged from the first quarter of fiscal 2007.

For the three months ended December 31, 2007, retail propane volumes sold declined 1.3% to
279.1 million gallons from 282.9 million gallons sold in the prior year period. Weather was 7.2% warmer than normal compared to weather that was 8.6% warmer than normal in the prior year period, according to the National Oceanic and Atmospheric Administration.

Eugene V. N. Bissell, chief executive officer of AmeriGas, said “Significant increases in propane sales prices caused by extraordinarily high propane costs resulted in customer conservation that more than offset higher volumes sold in the quarter from businesses we acquired last year. The average wholesale propane cost at Mt. Belvieu, Texas for the quarter increased 58% over the same period last year. In spite of the challenging environment of warm weather and high product cost, we continued to execute our strategies to build long term value for unitholders.”

Revenues for the quarter increased to $748.2 million from $616.6 million in the prior year period, reflecting higher average selling prices due to significantly higher propane product costs. Total margin increased $13.9 million mainly due to higher average retail propane unit margins and slightly higher ancillary income. Operating and administrative expenses rose primarily as a result of expenses associated with acquisitions, increased compensation and benefits costs and higher vehicle expenses.Although EBITDA was unchanged from the prior year, operating income decreased to $74.0 million from $75.3 million in the fiscal 2007 quarter, reflecting higher depreciation and amortization costs.

-MORE-

AmeriGas Partners Reports First Quarter Results Page 2

Separately, AmeriGas Partners announced that for the three-year period ended December 31, 2007, the compound annual total return on Partnership units was 15%, exceeding a significant number of the companies in its peer group of 19 publicly-traded master limited partnerships. As a result, employees who received performance-contingent unit awards in early 2005 in accordance with the Partnership’s long-term compensation plan will receive a portion of the payout under the plan in Partnership units and will be deemed to have sold a portion of the units to AmeriGas Partners for cash to pay income taxes. The appropriate disclosures on Form 4 will be filed today with the Securities and Exchange Commission.

AmeriGas Partners is the nation’s largest retail propane marketer, serving nearly 1.3 million customers from over 600 locations in 46 states. UGI Corporation (NYSE:UGI), through subsidiaries, owns 44% of the Partnership and individual unitholders own the remaining 56%.

AmeriGas Partners, L. P. will host its first quarter FY 2008 earnings conference call on Wednesday, January 30, 2008, at 4:00 PM ET. Interested parties may listen to a live audio webcast of the conference call at http://www.shareholder.com/ugi/APU/medialist.cfm. A telephonic replay of the call can be accessed approximately one hour after the completion of the call at 1-888-203-1112; International replay 1-719-457-0820; passcode 6871439, through February 1, 2008.

The financial table appended to this news release can be viewed directly at http://www.shareholder.com/ugi/APU/1Q08FinancialTable.pdf.

Comprehensive information about AmeriGas is available on the Internet at www.amerigas.com.

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. You should read the Partnership’s Annual Report on Form 10-K for a more extensive list of factors that could affect results. Among them are adverse weather conditions, cost volatility and availability of propane, increased customer conservation measures due to high energy prices, the capacity to transport propane to our market areas and political, economic and regulatory conditions in the U. S. and abroad. The Partnership undertakes no obligation to release revisions to its forward-looking statements to reflect events or circumstances occurring after today.

AP-02 ### 1/30/08

AMERIGAS PARTNERS, L.P. AND SUBSIDIARIES
REPORT OF EARNINGS
(Thousands, except per unit and where otherwise indicated)
(Unaudited)

	Three Months Ended						Twelve Months Ended
	December 31,						December 31,
	2007			2006			2007			2006
Revenues:
Propane	$	699,669		$	569,924		$	2,225,825		$	1,935,281
Other		48,499			46,667			183,127			170,352
		748,168			616,591			2,408,952			2,105,633
Costs and expenses:
Cost of sales — propane		487,865			370,995			1,481,941			1,256,327
Cost of sales — other		18,482			17,711			72,896			68,359
Operating and administrative expenses		152,884			138,450			576,958			540,300
Depreciation		18,657			17,605			72,607			68,447
Amortization		1,167			962			4,264			4,319
Gain on sale of Arizona storage facility		—			—			(46,117	)		—
Other (income), net		(4,845	)		(4,392	)		(18,025	)		(16,770	)
		674,210			541,331			2,144,524			1,920,982
Operating income		73,958			75,260			264,428			184,651
Loss on extinguishment of debt		—			—			—			(17,079	)
Interest expense		(18,230	)		(17,973	)		(71,744	)		(73,148	)
Income before income taxes		55,728			57,287			192,684			94,424
Income tax expense		(693	)		(911	)		(628	)		(1,045	)
Minority interests		(730	)		(736	)		(2,607	)		(1,594	)
Net income	$	54,305		$	55,640		$	189,449		$	91,785
General partner’s interest in net income	$	587		$	556		$	5,630		$	918
Limited partners’ interest in net income	$	53,718		$	55,084		$	183,819		$	90,867
Income per limited partner unit (a)
Basic	$	0.87		$	0.88		$	3.13		$	1.60
Diluted	$	0.87		$	0.88		$	3.13		$	1.60
Average limited partner units outstanding:
Basic		56,993			56,806			56,875			56,799
Diluted		57,036			56,846			56,911			56,836
SUPPLEMENTAL INFORMATION:
Retail gallons sold (millions)		279.1			282.9			1,002.9			966.2
EBITDA (b)	$	93,052		$	93,091		$	338,692		$	238,744
Distributable cash (b)	$	67,510		$	67,770		$	239,775		$	157,121
Capital expenditures:
Maintenance capital expenditures	$	7,312		$	7,348		$	27,173		$	25,554
Growth capital expenditures	$	10,871		$	14,188		$	43,238		$	48,607

(a)

In accordance with Emerging Issues Task Force Issue No. 03-6, “Participating Securities and the Two-Class Method under FASB Statement No. 128” (“EITF 03-6”), the Partnership calculates net income per limited partner unit for each period according to distributions declared and participation rights in undistributed earnings, as if all of the earnings for the period had been distributed. In periods with undistributed earnings above certain levels, the calculation according to the two-class method results in an increased allocation of undistributed earnings to the General Partner.

Theoretical distributions of net income in accordance with EITF 03-6 for the three and the twelve months ended December 31, 2007 resulted in an increased allocation of net income to the General Partner which had the effect of decreasing earnings per diluted limited partner unit by $0.07 and $0.10, respectively. Theoretical distributions of net income in accordance with EITF 03-6 for the three months ended December 31, 2006 resulted in an increased allocation of net income to the General Partner which had the effect of decreasing earnings per diluted limited partner unit by $0.09. EITF 03-6 did not impact net income per limited partner unit for the twelve months ended December 31, 2006.

(continued)

(continued)

(b)	EBITDA (earnings before interest expense, income taxes, depreciation and amortization) should not be considered as an alternative to net income (as an indicator of operating performance) or as an alternative to cash flow (as a measure of liquidity or ability to service debt obligations) and is not a measure of performance or financial condition under accounting principles generally accepted in the United States. Management believes EBITDA is a meaningful non-GAAP financial measure used by investors to compare the Partnership’s operating performance with other companies within the propane industry and to evaluate our ability to meet loan covenants. The Partnership’s definition of EBITDA may be different from that used by other entities.
	Management defines distributable cash as EBITDA less interest expense and maintenance capital expenditures and excluding losses on extinguishments of debt in connection with a refinancing. Maintenance capital expenditures are defined in the Partnership Agreement as expenditures made to maintain the operating capacity of the Partnership’s existing capital assets. Management believes distributable cash is a meaningful non-GAAP measure for evaluating the Partnership’s ability to declare and pay quarterly distributions. The Partnership’s definition of distributable cash may be different from that used by other entities.
	The following table includes reconciliations of net income to EBITDA and distributable cash for all periods presented:

	Three Months Ended						Twelve Months Ended
	December 31,						December 31,
	2007			2006			2007			2006
Net income	$	54,305		$	55,640		$	189,449		$	91,785
Income tax expense		693			911			628			1,045
Interest expense		18,230			17,973			71,744			73,148
Depreciation		18,657			17,605			72,607			68,447
Amortization		1,167			962			4,264			4,319
EBITDA		93,052			93,091			338,692			238,744
Interest expense		(18,230	)		(17,973	)		(71,744	)		(73,148	)
Maintenance capital expenditures		(7,312	)		(7,348	)		(27,173	)		(25,554	)
Loss on extinguishment of debt		—			—			—			17,079
Distributable cash	$	67,510		$	67,770		$	239,775		$	157,121