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 * Varagne Francois   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) Chairman & CEO of Subsidiary (Last) (First) (Middle) 460 NORTH GULPH ROAD 3. Date of Earliest Transaction (Month/Day/Year) 06/17/2008 (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

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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)

$ 27.25

06/17/2008

D

57,000

01/01/2012

06/30/2017

UGI Common Stock

57,000

$ 0 (1)

0

D

Option (right to buy)

$ 28.02

06/17/2008

A

57,000

06/17/2012

12/16/2017

UGI Common Stock

57,000

$ 0 (1)

57,000

D

Performance Units

$ 0

06/17/2008

A

18,500

(2)

12/31/2010

UGI Common Stock

18,500

(3)

18,500

D

Performance Units

$ 27.25

06/17/2008

D

18,500

(4)

12/31/2010

UGI Common Stock

18,500

$ 0 (3)

0

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Varagne Francois 460 NORTH GULPH ROAD KING OF PRUSSIA, PA 19406			Chairman & CEO of Subsidiary

Signatures

By: Margaret M. Calabrese For: Francois Varagne		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 option was cancelled by mutual agreement of the reporting person and UGI Corporation in exchange for a new option with a higher exercise price. The exchange was intended to address foreign regulations relating to instruments of this type.
(2)	Effective June 17, 2008, the reporting person was granted performance units under the Amended and Restated UGI Corporation 2004 Omnibus Equity Compensation Plan - French Sub-Plan. Each performance unit represents the right of the recipient to receive a share of stock if specified performance goals and other conditions are met.
(3)	The performance units were cancelled by mutual agreement of the reporting person and UGI Corporation in exchange for new performance units with the same performance period. The exchange was intended to address foreign regulations relating to instruments of this type.
(4)	Effective January 1, 2008, the reporting person was granted performance units under the Amended and Restated UGI Corporation 2004 Omnibus Equity Compensation Plan. Each performance unit represents the right of the recipient to receive a share of stock, if specified performance goals and other conditions are met.

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