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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 8-K

                                 CURRENT REPORT
                         PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934


                                 APRIL 28, 1999
                                (DATE OF REPORT)


                                 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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ITEM 5.  OTHER EVENTS

         On April 28, 1999, the Registrant issued the attached news release
reporting earnings for the fiscal quarter ended March 31, 1999.

         The news release is included as an exhibit to this report and is
incorporated in this Item 5 by reference.


ITEM 7.  FINANCIAL STATEMENTS AND EXHIBITS

(c)      Exhibits

         (99) News release dated April 28, 1999.



                                   SIGNATURES

         Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.


                                         UGI CORPORATION
                                         (REGISTRANT)



                                         By:  
                                              ----------------------------------
                                              Brendan P. Bovaird
                                              Vice President and General Counsel

Date:  May 4, 1999


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                                  EXHIBIT INDEX



Exhibit No.               Description
- -----------               -----------

 (99)                     News release dated April 28, 1999.


                                      A-1