FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person * BISSELL EUGENE V N   2. Issuer Name and Ticker or Trading Symbol UGI CORP /PA/ [UGI] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) President & CEO of Subsidiary, (Last) (First) (Middle) 460 NORTH GULPH ROAD 3. Date of Earliest Transaction (Month/Day/Year) 06/18/2008 (Street) KING OF PRUSSIA, PA 19406 4. If Amendment, Date Original Filed(Month/Day/Year) 6. Individual or Joint/Group Filing(Check Applicable Line) _X_ Form filed by One Reporting Person ___ Form filed by More than One Reporting Person (City) (State) (Zip) Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4) Code V Amount (A) or (D) Price UGI Common Stock 06/18/2008   M   34,667 A $ 16.985 101,047 D   UGI Common Stock 06/18/2008   S   34,667 D (1) 66,380 D   UGI Common Stock 06/18/2008   M   96,000 A $ 20.47 162,380 D   UGI Common Stock 06/18/2008   S   96,000 D (1) 66,380 D   UGI Common Stock 06/18/2008   M   43,333 A $ 20.48 109,713 D   UGI Common Stock 06/18/2008   S   43,333 D (1) 66,380 D

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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 3)

2. Conversion or Exercise Price of Derivative Security

3. Transaction Date (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

4. Transaction Code (Instr. 8)

5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5)

6. Date Exercisable and Expiration Date (Month/Day/Year)

7. Title and Amount of Underlying Securities (Instr. 3 and 4)

8. Price of Derivative Security (Instr. 5)

9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)

10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)

11. Nature of Indirect Beneficial Ownership (Instr. 4)

Code

V

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Option (right to buy)

$ 16.985

06/18/2008

M

34,667

(2)

12/31/2013

UGI Common Stock

34,667

$ 0

0

D

Option (right to buy)

$ 20.47

06/18/2008

M

96,000

(3)

12/31/2014

UGI Common Stock

96,000

$ 0

0

D

Option (right to buy)

$ 20.48

06/18/2008

M

43,333

(4)

12/31/2015

UGI Common Stock

43,333

$ 0

21,667

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
BISSELL EUGENE V N 460 NORTH GULPH ROAD KING OF PRUSSIA, PA 19406			President & CEO of Subsidiary,

Signatures

By: Margaret M. Calabrese For: Eugene V.N. Bissell		06/19/2008
**Signature of Reporting Person		Date

Explanation of Responses:

*	If the form is filed by more than one reporting person, see Instruction 4(b)(v).
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1)	The shares were sold at prices ranging from $27.70 to $28.115.
(2)	These options vest in three equal annual installments beginning on January 1, 2005.
(3)	These options vest in three equal annual installments beginning on January 1, 2006.
(4)	These options vest in three equal annual installments beginning on January 1, 2007.

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