Mail Stop 3561


									April 6, 2006




Mr. Lon R. Greenberg
Chairman and Chief Executive Officer
UGI Corporation
460 North Gulph Road
King of Prussia, PA 19406


		RE:	UGI Corporation
			Form 10-K for Fiscal Year Ended September 30, 2005
Form 10-Q for Fiscal Quarter Ended December 30, 2005
			Filed December 13, 2005 and February 9, 2006
			File No.  1-11071

Dear Mr. Greenberg:

		We have reviewed your filings and have the following
comments.  We have limited our review to only your financial
statements and related disclosures and do not intend to expand our
review to other portions of your documents.  Where indicated, we
think you should revise your disclosures in response to these
comments.  If you disagree, we will consider your explanation as
to
why our comment is inapplicable or a revision is unnecessary.
Please
be as detailed as necessary in your explanation.  In some of our
comments, we may ask you to provide us with information so we may
better understand your disclosure.  After reviewing this
information,
we may raise additional comments.

		Please understand that the purpose of our review process
is
to assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your
filings.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or on any other
aspect
of our review.  Feel free to call us at the telephone numbers
listed
at the end of this letter.

Form 10-K for Fiscal Year Ended September 30, 2005

Consolidated Statement of Income, page 31

1. Please tell us what consideration you gave to recording the
resolution of the various business tax matters for Antargaz as a
reduction of goodwill as opposed to recording amounts within your
results of operations for fiscal 2005.  In this connection, it
appears that the portion of the assumed business tax liabilities
related to certain of your owned tanks at customer locations was
in
dispute at the acquisition date.  Please clarify the specific
nature
of the dispute that existed at the acquisition date and tell us
whether the February 4, 2005 letter from the French government
resolved the dispute. If the February 4, 2005 letter resolved the
dispute existing at the acquisition date, tell us why you do not
consider the receipt of the letter to represent the resolution of
a
pre-acquisition contingency within the purchase price allocation
period.  Please also clarify whether the resolution reached with
respect to business tax assessments relating to prior years
represents a post acquisition event or the resolution of a pre-
acquisition contingency. Please tell us if you recorded the
liabilities for these business tax assessments as part of your
March
31, 2004 step acquisition of Antargaz and how you estimated the
amounts.  If no amounts were recorded as a result of the purchase
price allocation, tell us in detail why not.  Refer to SAB Topic
2:A:7.  Ensure your response quantifies the pre-tax gain
attributable
to the resolution of the tax issue relating to the owned tanks at
customer locations and the business tax assessments relating to
prior
years.

Notes to Consolidated Financial Statements, page 36

Note 5 - Employee Retirement Plans, page 46

2. Please explain to us how you calculate the market related value
of
plan assets as that term is defined in SFAS 87.  Since there is an
alternative to how you can calculate this item, and it has a
direct
effect on pension expense, we believe you should disclose in
future
filings how you determine this amount in accordance with paragraph
12
of APB 22.


      As appropriate, please respond to these comments within 10
business days or tell us when you will provide us with a response.
Please understand that we may have additional comments after
reviewing your responses to our comments.

	We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings to be certain that the
filings includes all information required under the Securities
Exchange Act of 1934 and that they have provided all information
investors require for an informed investment decision.  Since the
company and its management are in possession of all facts relating
to
a company`s disclosure, they are responsible for the accuracy and
adequacy of the disclosures they have made.

	In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that:

* the company is responsible for the adequacy and accuracy of the
disclosure in the filing;

* staff comments or changes to disclosure in response to staff
comments do not foreclose the Commission from taking any action
with
respect to the filing; and

* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.

		In addition, please be advised that the Division of
Enforcement has access to all information you provide to the staff
of
the Division of Corporation Finance in our review of your filing
or
in response to our comments on your filing.

		If you have any questions regarding these comments,
please
direct them to Anthony Watson, Staff Accountant, at (202) 551-3318
or, in his absence, to me at (202) 551-3843.

									Sincerely,



									George F. Ohsiek, Jr.
									Branch Chief
Mr. Lon R. Greenberg
UGI Corporation
April 6, 2006
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