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                                                                    Exhibit 99.4




                    REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS



To the Board of Directors of AmeriGas Propane, Inc.:

We have audited the accompanying consolidated balance sheets of AmeriGas
Propane, Inc. (a Pennsylvania corporation and a wholly owned subsidiary of
AmeriGas, Inc.) and subsidiaries as of September 30, 1996 and 1995, and the
related consolidated statements of operations, stockholder's equity and cash
flows for the year ended September 30, 1996 and for the period April 19, 1995
to September 30, 1995.  These financial statements are the responsibility of
the Company's management. Our responsibility is to express an opinion on these
consolidated financial statements based on our audits.

We conducted our audits in accordance with generally accepted auditing
standards.  Those standards require that we plan and perform the audit to
obtain reasonable assurance about whether the financial statements are free of
material misstatement.  An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements.  An audit
also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation.  We believe that our audits provide a reasonable basis
for our opinion.

In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the consolidated financial position of
AmeriGas Propane, Inc. and subsidiaries as of September 30, 1996 and 1995 and
the results of their operations and their cash flows for the year ended
September 30, 1996 and for the period April 19, 1995 to September 30, 1995, in
conformity with generally accepted accounting principles.



ARTHUR ANDERSEN LLP

Chicago, Illinois
November 22, 1996