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): JULY 26, 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)



CHECK THE APPROPRIATE BOX BELOW IF THE FORM 8-K FILING IS INTENDED TO
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)

[ ]   SOLICITING MATERIAL PURSUANT TO RULE 14a-12 UNDER THE EXCHANGE ACT (17 CFR
      240.14a-12)

[ ]   PRE-COMMENCEMENT COMMUNICATIONS PURSUANT TO RULE 14d-2(b) UNDER THE
      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                                                          July 26, 2006


ITEM 2.02   RESULTS OF OPERATIONS AND FINANCIAL CONDITION.

      On July 26, 2006, UGI Corporation (the "Company") issued a press release
announcing financial results for the Company for the fiscal quarter ended
June 30, 2006. 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 July 26, 2006,
                  reporting its financial results for the fiscal quarter ended
                  June 30, 2006.

                                   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 thereunto
duly authorized.


                                          UGI CORPORATION
                                          (REGISTRANT)


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


Date:  July 26, 2006

                                  EXHIBIT INDEX




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

               
   99             Press Release of UGI Corporation dated July 26, 2006.