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): DECEMBER 2, 2004


                                 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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UGI Corporation                                                 Form 8-K
Page 2                                                          December 2, 2004


SECTION 5 - CORPORATE GOVERNANCE AND MANAGEMENT

      ITEM 5.02 DEPARTURE OF DIRECTORS OR PRINCIPAL OFFICERS; ELECTION OF
DIRECTORS; APPOINTMENT OF PRINCIPAL OFFICERS

      In a news release issued December 2, 2004, UGI Corporation announced the
appointment of John L. Walsh, age 49, to the position of President and Chief
Operating Officer effective no later than April 1, 2005. Mr. Walsh is currently
Chief Executive of the Industrial and Special Products Division of The BOC Group
plc (industrial gases business) and has been an Executive Director of BOC since
2001. He joined BOC in 1986 as Vice President - Special Gases and has held
various senior management positions in BOC including President of Process Gas
Solutions, North America (2000 to 2001) and President of BOC Process Plants
(1996 to 2000). Prior to joining BOC, Mr. Walsh was a Vice President of the
Company's industrial gas division prior to its sale to BOC in 1989. From 1981
until 1986, Mr. Walsh held several management positions with the Company. Mr.
Walsh will join the Board of Directors of the Company at the time he assumes the
position of President and Chief Operating Officer.


SECTION 9 - FINANCIAL STATEMENTS AND EXHIBITS

      ITEM 9.01   FINANCIAL STATEMENTS AND EXHIBITS.

      (c) Exhibits.

             99.1 News release of UGI Corporation dated December 2, 2004.



                                   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/ Margaret M. Calabrese       
                                                --------------------------------
                                                Margaret M. Calabrese
                                                Secretary


Date:  December 2, 2004


                                  EXHIBIT INDEX


The following exhibit is filed as part of this Report:






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


               
  99.1            News release of UGI Corporation dated December 2, 2004.