Ownership Submission
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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(Print or Type Responses)
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 of Subsidiary
(Last)
(First)
(Middle)
460 NORTH GULPH ROAD
3. Date of Earliest Transaction (Month/Day/Year)
01/22/2010
(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 01/22/2010   M   11,248 (1) A $ 0 24,488 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
Performance Units $ 0 01/22/2010   D     7,252   (2) 12/31/2009 UGI Common Stock 7,252 $ 24.19 11,248 D  
Performance Units $ 0 01/22/2010   M     11,248   (3) 12/31/2009 UGI Common Stock 11,248 $ 24.19 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 of Subsidiary  

Signatures

 Margaret M. Calabrese, Attorney-In-Fact for Francois Varagne   01/26/2010
**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) These shares are restricted from transfer until January 1, 2012.
(2) Effective January 1, 2007, the reporting person was granted performance units that were previously reported. Because the performance criteria were only partially met, 7,252 performance units were forfeited.
(3) Effective January 1, 2007, the reporting person was granted 18,500 performance units under the 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 or an amount based on the value of a share of Stock if specified performance goals and other conditions are met. Because the performance criteria were only partially met, 7,252 performance units were forfeited.

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