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

                                 APRIL 28, 2004

                                (DATE OF REPORT)

                                 UGI CORPORATION
             (EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)



        PENNSYLVANIA                  1-11071               23-2668356
        ------------                  -------               ----------
(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) 337-1000
              (REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)

UGI Corporation                                                   Form 8-K
Page 2                                                            April 28, 2004




ITEM 12.  RESULTS OF OPERATIONS AND FINANCIAL CONDITION

      On April 28, 2004, UGI Corporation (the "Company") issued a press release
announcing financial results for the Company for the second fiscal quarter ended
March 31, 2004. 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.

                                            UGI CORPORATION
                                            (REGISTRANT)


                                            By:   /s/ Robert W. Krick
                                                 -------------------------------
                                                    Robert W. Krick
                                                    Vice President and Treasurer

Date:  April 28, 2004

                                  EXHIBIT INDEX

The Following Exhibits Are Furnished:

EXHIBIT NO.             DESCRIPTION

   *  99                Press Release of UGI Corporation dated April 28, 2004.


- ----------

*     The Exhibit attached to this Form 8-K shall not be deemed "filed" for
      purposes of Section 18 of the Securities Exchange Act of 1934, as amended
      (the "Exchange Act"), or otherwise subject to liability under that
      section, nor shall it be deemed incorporated by reference in any filing
      under the Securities Act of 1933, as amended, or the Exchange Act, except
      as expressly set forth by specific reference in such filing.