EXHIBIT 32

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

      I, Lon R. Greenberg, Chief Executive Officer, and I, Anthony J. Mendicino,
Chief Financial Officer, of UGI Corporation, a Pennsylvania corporation (the
"Company"), hereby certify that to our knowledge:


      (1)   The Company's periodic report on Form 10-Q/A for the period ended
            March 31, 2004 (the "Form 10-Q/A") fully complies with the
            requirements of Section 13(a) of the Securities Exchange Act of
            1934, as amended; and



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


                                      * * *

CHIEF EXECUTIVE OFFICER                             CHIEF FINANCIAL OFFICER

/s/ Lon R. Greenberg                                /s/ Anthony J. Mendicino
- -----------------------------                       ----------------------------
Lon R. Greenberg                                    Anthony J. Mendicino


Date: February 4, 2005                              Date: February 4, 2005