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                                                                EXHIBIT 99
FORWARD-LOOKING STATEMENTS

         In connection with the "safe harbor" provisions of the Private
Securities Litigation Reform Act of 1995, UGI Corporation ("UGI" or the
"Company") is hereby filing cautionary statements identifying important factors
that could cause the Company's actual results to differ materially from those
projected in forward-looking statements of the Company made by or on behalf of
the Company.


RISK FACTORS

         The financial and operating performance of UGI Corporation is subject
to risks and uncertainties, all of which are difficult to predict, and many of
which are beyond the control of the Company's management. Forward-looking
statements concerning the Company's performance may differ materially from
actual results because of these risks and uncertainties. They include, but are
not limited to:

         1. Weather conditions;

         2. price and availability of all energy products, including
            natural gas, propane and oil, and the capacity to transport to
            market areas;

         3. governmental legislation and regulations;

         4. local economic conditions;

         5. labor relations;

         6. environmental claims;

         7. competition from the same and alternative energy sources;

         8. operating hazards and other risks incidental to generating and
            distributing electricity and transporting, storing, and distributing
            natural gas and propane;

         9. energy efficiency and technology trends;

         10. distributions from subsidiaries;

         11. interest rates; and

         12. large customer defaults.