UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549

                                    FORM 8-K

                                 CURRENT REPORT
                         PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934



                                JANUARY 28, 2004
                                (DATE OF REPORT)



                             AMERIGAS PARTNERS, L.P.
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)



          DELAWARE                     1-13692                   23-2787918
(STATE OR OTHER JURISDICTION       (COMMISSION FILE           (I.R.S. EMPLOYER
     OF INCORPORATION)                  NUMBER)              IDENTIFICATION NO.)



                                460 N. GULPH ROAD
                       KING OF PRUSSIA, PENNSYLVANIA 19406
               (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)



                                 (610) 337-7000
              (REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)

AmeriGas Partners, L.P.                                         Form 8-K
Page 2                                                          January 28, 2004



ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS

      (c)   Exhibits

            (99) Press Release of AmeriGas Partners, L.P. dated January 28,
2004, reporting its financial results for the first fiscal quarter ended
December 31, 2003.

ITEM 12. RESULTS OF OPERATIONS AND FINANCIAL CONDITION

      On January 28, 2004, 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 first fiscal quarter ended
December 31, 2003. A copy of the press release is furnished as Exhibit 99 to
this report and is incorporated herein by reference.

                                   SIGNATURES

      Pursuant to the requirements of Section 13 or 15(d), 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

                                              By: /s/ Robert W. Krick
                                                  ------------------------------
                                                  Robert W. Krick, Treasurer

Date: January 28, 2004

                                  EXHIBIT INDEX



EXHIBIT NO.       DESCRIPTION
- -----------       -----------
               
   99             Press Release of AmeriGas Partners, L.P. dated January 28, 2004.