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): AUGUST 26, 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)

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))

[ ] PRE-COMMENCEMENT COMMUNICATIONS PURSUANT TO RULE 13e-4(c) UNDER THE EXCHANGE
    ACT (17 CFR 240.13e-4(c))

UGI Corporation                                                  Form 8-K
Page 2                                                           August 26, 2004


SECTION 1 - REGISTRANT'S BUSINESS AND OPERATIONS

      ITEM 1.01  ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT.

      On August 26, 2004, two subsidiaries of the Registrant, UGI Utilities,
Inc. ("Utility") and UGI Energy Services, Inc., entered into a Gas Supply and
Delivery Service Agreement ("Supply Agreement"). Under the Supply Agreement,
subject to certain seasonal and hourly limits, Utility may receive up to 50,000
Dth/day, 65,000 Dth/day and 80,000 Dth/day during the 2004-2005, 2005-2006 and
2006-2007 winter seasons, respectively.

                                   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/ Robert W. Krick
                                               ---------------------------------
                                                Robert W. Krick
                                                Vice President and Treasurer

Date:  September 1, 2004