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): April 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 April 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 March 31, 2008. 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 April 30, 2008, reporting its financial results for the fiscal quarter ended March 31, 2008.

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: April 30, 2008	By:	/s/ Robert W. Krick
		Name: Robert W. Krick
		Title: Vice President and Treasurer

EXHIBIT INDEX

The Following Exhibit Is Furnished:
EXHIBIT NO.	DESCRIPTION
99	Press Release of AmeriGas Partners, L.P. dated April 30, 2008.

EX-99

Exhibit 99

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

AmeriGas Partners Reports Record Results, Reiterates 2008 Guidance

VALLEY FORGE, Pa., April 30 — AmeriGas Propane, Inc., general partner of AmeriGas Partners, L.P. (NYSE: APU), reported net income for the second fiscal quarter ended March 31, 2008 of $133.0 million, a nearly 11% increase compared to net income of $119.9 million for the same period last year.

The Partnership’s earnings before interest expense, income taxes, depreciation and amortization (EBITDA) increased to $171.8 million for the second fiscal quarter of 2008, a new record for the quarter and a 9.8% increase over last year’s record EBITDA of $156.4 million. For the three months ended March 31, 2008, retail volumes sold were essentially unchanged from the prior-year period, as the beneficial impacts of cooler weather and higher volumes sold from businesses acquired last year were more than offset by a number of factors, including customer conservation resulting from significant increases in propane sales prices caused by record high propane costs and general economic conditions. Weather was virtually normal during the recent quarter and 4.0% colder than in the prior-year period, according to the National Oceanic and Atmospheric Administration (NOAA). The average wholesale cost of propane at Mont Belvieu, Texas for the 2008 quarter increased more than 50% over the average cost in the same period last year.

Eugene V. N. Bissell, chief executive officer of AmeriGas, said, “I am happy to report record second quarter EBITDA for a second consecutive year. Faced with a challenging operating environment, our employees continued to execute on our strategies and delivered excellent operating results while maintaining a focus on building long-term value for unitholders. Based upon the strength of our results, we continue to expect EBITDA to be in the range of $300 million to $310 million for the fiscal year ending September 30, 2008. In addition, yesterday we announced a distribution increase of 5% to $2.56 per unit on an annualized basis and increased our annual distribution growth objective to 5% from 3%. These announcements clearly reflect our confidence in the AmeriGas business model of long term, steady growth.”

-MORE-

AmeriGas Partners Reports Record Results, Reiterates 2008 Guidance Page 2

Revenues for the quarter were $1,006.7 million versus $809.8 million a year ago primarily due to higher retail selling prices associated with significantly higher commodity prices. Operating income rose 10% to $153.3 million for the quarter principally reflecting higher retail unit margins partially offset by higher operating and administrative expenses. Operating and administrative expenses increased $9.0 million year-over-year for the quarter primarily due to expenses associated with acquisitions and higher vehicle and uncollectible accounts expenses.

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 second quarter FY 2008 earnings conference call on Wednesday, April 30, 2008, at 4:00 PM ET. Interested parties may listen to the audio webcast both live and in replay on the Internet at http://www.shareholder.com/ugi/APU/medialist.cfm or at the company website; www.amerigas.com and click on Investor Relations. The webcast replay will be available through May 30. A telephonic replay will be available from 7:00 PM ET on April 30 through midnight Friday, May 2. The replay may be accessed at 888-203-1112, passcode 1381490 and International access 719-457-0820, passcode 1381490.

The financial table appended to this news release can be viewed directly at http://www.shareholder.com/ugi/APU/2Q08FinancialTable.pdf.

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.

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

AP-04 ### 4/30/08

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

	Three Months Ended						Six Months Ended						Twelve Months Ended
	March 31,						March 31,						March 31,
	2008			2007			2008			2007			2008			2007
Revenues:
Propane	$	960,307		$	764,773		$	1,659,976		$	1,334,697		$	2,421,359		$	2,021,637
Other		46,349			45,035			94,848			91,702			184,441			175,674
		1,006,656			809,808			1,754,824			1,426,399			2,605,800			2,197,311
Costs and expenses:
Cost of sales — propane		661,279			485,015			1,149,144			856,010			1,658,205			1,307,497
Cost of sales — other		14,717			15,289			33,199			33,000			72,324			70,181
Operating and administrative expenses		164,656			155,702			317,540			294,152			585,912			554,407
Depreciation		18,839			17,621			37,496			35,226			73,825			69,263
Amortization		1,183			953			2,350			1,915			4,494			4,161
Gain on sale of Arizona storage facility		—			—			—			—			(46,117	)		—
Other (income), net		(7,305	)		(4,032	)		(12,150	)		(8,424	)		(21,298	)		(15,784	)
		853,369			670,548			1,527,579			1,211,879			2,327,345			1,989,725
Operating income		153,287			139,260			227,245			214,520			278,455			207,586
Interest expense		(18,697	)		(17,816	)		(36,927	)		(35,789	)		(72,625	)		(71,536	)
Income before income taxes and minority interests		134,590			121,444			190,318			178,731			205,830			136,050
Income tax expense		(84	)		(139	)		(777	)		(1,050	)		(573	)		(1,128	)
Minority interests		(1,556	)		(1,419	)		(2,286	)		(2,155	)		(2,744	)		(2,010	)
Net income	$	132,950		$	119,886		$	187,255		$	175,526		$	202,513		$	132,912
General partner’s interest in net income	$	1,373		$	1,199		$	1,960		$	1,755		$	5,804		$	1,329
Limited partners’ interest in net income	$	131,577		$	118,687		$	185,295		$	173,771		$	196,709		$	131,583
Income per limited partner unit (a)
Basic	$	1.58		$	1.47		$	2.47		$	2.37		$	3.31		$	2.32
Diluted	$	1.58		$	1.47		$	2.46		$	2.37		$	3.31		$	2.31
Average limited partner units outstanding:
Basic		57,005			56,822			56,999			56,814			56,920			56,806
Diluted		57,037			56,850			57,036			56,848			56,957			56,842
SUPPLEMENTAL INFORMATION:
Retail gallons sold (millions)		368.5			370.1			647.6			653.0			1,001.3			994.9
EBITDA (b)	$	171,753		$	156,415		$	264,805		$	249,506		$	354,030		$	279,000
Expenditures for property, plant and equipment:
Maintenance capital expenditures		5,585			5,819			12,897			13,167			26,939			24,261
Growth capital expenditures		7,508			11,336			18,379			25,524			39,410			49,539

(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 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, six and twelve months ended March 31, 2008 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 $0.73, $0.79 and $0.15, respectively. Theoretical distributions of net income in accordance with EITF 03-6 for the three and the six months ended March 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 $0.62 and $0.69, respectively. EITF 03-6 did not impact net income per limited partner unit for the twelve months ended March 31, 2007.
(b)	Earnings before interest expense, income taxes, depreciation and amortization (EBITDA) should not be considered as an alternative to net income (as an indicator of operating performance) 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 our ability to meet loan covenants. The Partnership’s definition of EBITDA may be different from that used by other companies. Management uses EBITDA to compare year-over-year profitability of the business without regard to capital structure as well as to compare the relative performance of the Partnership to that of other master limited partnerships without regard to their financing methods, capital structure, income taxes or historical cost basis. In view of the omission of interest, income taxes, depreciation, and amortization from EBITDA, management also assesses the profitability of the business by comparing net income for the relevant years.

(continued)

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

(continued)

Management also uses EBITDA to assess its profitability because the Partnership’s parent, UGI Corporation, uses the Partnership EBITDA to assess the profitability of the Partnership. UGI Corporation discloses the Partnership’s EBITDA as the profitability measure to comply with the requirement in Statement of Financial Accounting Standards No. 131, “Disclosures about Segments of an Enterprise and Related Information,” to provide profitability information about its domestic propane segment. Management also considers that weather significantly impacts demand for propane and profitability because many customers use propane for heating purposes.

The following table includes reconciliations of net income to EBITDA for all periods presented:

	Three Months Ended				Six Months Ended				Twelve Months Ended
	March 31,				March 31,				March 31,
	2008		2007		2008		2007		2008		2007
Net income	$	132,950	$	119,886	$	187,255	$	175,526	$	202,513	$	132,912
Income tax expense		84		139		777		1,050		573		1,128
Interest expense		18,697		17,816		36,927		35,789		72,625		71,536
Depreciation		18,839		17,621		37,496		35,226		73,825		69,263
Amortization		1,183		953		2,350		1,915		4,494		4,161
EBITDA	$	171,753	$	156,415	$	264,805	$	249,506	$	354,030	$	279,000

The following table includes a reconciliation of forecasted net income to forecasted EBITDA for the fiscal year ending September 30, 2008:

	Forecast
	Fiscal
	Year
	Ending
	September 30,
	2008
Net income (estimate)	$	151,000
Interest expense (estimate)		73,000
Income tax expense (estimate)		1,000
Depreciation (estimate)		75,000
Amortization (estimate)		5,000
EBITDA (estimate)	$	305,000