UGI CORPORATION
460 North Gulph Road
King of Prussia, PA 19406
(610) 337-1000
July 10, 2019
VIA EDGAR
Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549-4628
| Attn: | Daniel F. Duchovny |
Special Counsel |
Office of Mergers and Acquisitions |
| Re: | UGI Corporation |
Registration Statement on Form S-4 |
File No. 333-231242 |
Ladies and Gentlemen:
UGI Corporation (the “Registrant”) hereby requests, pursuant to Rule 461 of the rules and regulations promulgated under the Securities Act of 1933, as amended, the acceleration of the effective date of the above-captioned Registration Statement to 3:00 P.M., Washington, D.C. time, on July 12, 2019 or as soon as practicable thereafter, unless the Registrant notifies you otherwise prior to such time.
| Very truly yours, | ||
| UGI CORPORATION | ||
| By: | /s/ Monica M. Gaudiosi | |
| Monica M. Gaudiosi | ||
| Vice President and General Counsel, Secretary | ||
| Cc: | Ryan Maierson, Latham & Watkins LLP |
John Greer, Latham & Watkins LLP |
Kevin Richardson, Latham & Watkins LLP |
