.
.
.
<Table>
Pricing Supplement No. 3
Dated: August 12, 2003 Filing Under Rule 424(b)(3)
(To Prospectus dated November 6, 2001 and Registration No. 333-72540
Prospectus Supplement dated May 15, 2002)
</Table>
$125,000,000
UGI UTILITIES, INC.
SERIES C MEDIUM-TERM NOTES
<Table>
PRINCIPAL AMOUNT: $25,000,000 CUSIP: 90269QAJ8 FIXED RATE NOTE: Yes
---
AMORTIZING NOTE: YES NO X INDEXED NOTE: YES NO X FLOATING RATE NOTE: No
--- --- --- --- ---
(SEE BELOW) (SEE BELOW) (SEE BELOW)
</Table>
<Table>
FIXED RATE NOTES/FLOATING RATE NOTES: FLOATING RATE NOTES:
Original Issue Date: August 14, 2003 Base Rate:
Interest Rate (if fixed rate): 5.367% CD Rate
Subject to change before maturity date: ----
Yes (See Below) No X CMT Rate
--- --- ----
Maturity Date: August 15, 2013 Commercial Paper Rate
Issue Price (as a percentage of ----
principal amount): 100% Federal Funds Rate
Presenting Agent: Wachovia Securities ----
Commission (%): 0.625% LIBOR (See Below)
Net Proceeds to the Company (%): 99.375% ----
Redemption Commencement Date (if any): N/A Prime Rate
Repayment Dates (if any): N/A ----
Redemption Price: N/A Treasury Rate
Repayment Price: N/A ----
Interest Payment Dates: May 15, Nov 15 Other (See Below)
Original Issue Discount Note: ----
Yes: No: X Index Maturity:
--- --- Spread (plus or minus):
If Yes: Subject to change before maturity date:
Yield to Maturity: Yes: (See Below) No:
Initial Accrual Period: --- ---
OID Default Amount: Spread Multiplier:
Reset of Interest Rate, Spread or Subject to change before maturity date:
Spread Multiplier: Yes: (See Below) No:
Yes: (See Below) No: X --- ---
--- --- Maximum Interest Rate:
Any material United States income tax Minimum Interest Rate:
consequences of purchasing, holding or Initial Interest Period:
disposing of the Notes: Initial Interest Rate:
A/S: X Other: Interest Reset Periods:
--- ----------------- Interest Reset Dates:
Interest Determination Dates:
Calculation Dates: A/S
Regular Record Date: A/S
</Table>
NO ADDITIONAL TERMS
As of the date of this Pricing Supplement the aggregate initial public
offering price of the Notes (as defined in the Prospectus Supplement) which have
been sold (including the Notes to which this Pricing Supplement relates) is
$65,000,000; and the aggregate initial public offering price of Debt Securities
(as defined in the Prospectus) which have been sold (including the Notes to
which this Pricing Supplement relates) is $65,000,000. "N/A" as used herein
means "Not Applicable", "A/S" as used herein means "As stated in the Prospectus
Supplement referred to above."
Wachovia Securities