EXHIBIT 32

    CERTIFICATION BY THE CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER
          RELATING TO A PERIODIC REPORT CONTAINING FINANCIAL STATEMENTS

      I, Robert J. Chaney, Chief Executive Officer, and I, John C. Barney, Chief
Financial Officer, of UGI Utilities, Inc., a Pennsylvania corporation (the
"Company"), hereby certify that to our knowledge:

      (1)   The Company's periodic report on Form 10-Q for the period ended
            March 31, 2004 (the "Form 10-Q") fully complies with the
            requirements of Section 15(d) of the Securities Exchange Act of
            1934, as amended; and

      (2)   The information contained in the Form 10-Q fairly presents, in all
            material respects, the financial condition and results of operations
            of the Company.

                                      * * *

CHIEF EXECUTIVE OFFICER                        CHIEF FINANCIAL OFFICER

/s/ Robert J. Chaney                           /s/ John C. Barney
- ----------------------------------             ---------------------------------
Robert J. Chaney                               John C. Barney

Date: May 17, 2004                             Date: May 17, 2004