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


       Date of Report (Date of earliest event reported): FEBRUARY 1, 2006


                                 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)



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SIMULTANEOUSLY SATISFY THE FILING OBLIGATION OF THE REGISTRANT UNDER ANY OF THE
FOLLOWING PROVISIONS (SEE GENERAL INSTRUCTION A.2. BELOW):

[ ]   WRITTEN COMMUNICATIONS PURSUANT TO RULE 425 UNDER THE SECURITIES ACT (17
      CFR 230.425)

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      240.14a-12)

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      EXCHANGE ACT (17 CFR 240.14d-2(b))

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      EXCHANGE ACT (17 CFR 240.13e-4(c))

UGI Corporation                                                 Form 8-K
Page 2                                                          February 1, 2006


ITEM 2.02   RESULTS OF OPERATIONS AND FINANCIAL CONDITION.

      On February 1, 2006, UGI Corporation (the "Company") issued a press
release announcing financial results for the Company for the fiscal quarter
ended December 31, 2005. A copy of the press release is furnished as Exhibit 99
to this report and is incorporated herein by reference.



ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.

        (C)  Exhibits.

             99   Press Release of UGI Corporation dated February 1, 2006,
                  reporting its financial results for the fiscal quarter ended
                  December 31, 2005.

                                   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:  February 1, 2006

                                  EXHIBIT INDEX


The Following Exhibits Are Furnished:



EXHIBIT NO.       DESCRIPTION
- -----------       -----------

               
   99             Press Release of UGI Corporation dated February 1, 2006.