UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 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):	 	March 5, 2013	

AmeriGas Partners, L.P. 
__________________________________________
(Exact name of registrant as specified in its charter)

Delaware	1-13692	23-2787918	
_____________________
(State or other jurisdiction	_____________
(Commission	______________
(I.R.S. Employer	
of incorporation)	File Number)	Identification No.)	
  	 	 	
460 No. Gulph Road, King of Prussia, Pennsylvania	 	19406	
_________________________________
(Address of principal executive offices)	 	___________
(Zip Code)	
 	 	 	
Registrant’s telephone number, including area code:	 	(610) 337-7000	
Not Applicable
______________________________________________
Former name or former address, if changed since last report
  
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:
[  ]  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))

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Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
As previously announced by UGI Corporation, the parent of AmeriGas Propane, Inc., the general partner ("General Partner") of AmeriGas Partners, L.P., Lon R. Greenberg, Chief Executive Officer of UGI Corporation will retire effective April 1, 2013. Upon his retirement, Mr. Greenberg will serve as non-executive Chairman of the General Partner's Board of Directors.

A copy of UGI Corporation's press release dated March 5, 2013 is included as Exhibit 99.1 to this Report.

 
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits.

99.1 Press Release of UGI Corporation dated March 5, 2013.

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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 	 	AmeriGas Partners, L.P.	
  	 	 	 	 	
March 6, 2013	 	By:	 	/s/ Steven A. Samuel	
 	 	 	 		
 	 	 	 	Name: Steven A. Samuel	
 	 	 	 	Title: Vice President - Law and General Counsel of AmeriGas Propane, Inc., the general partner of AmeriGas Partners, L.P.	

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Exhibit Index 

Exhibit No.	 	Description	
	 		
99.1	 	Press Release of UGI Corporation dated March 5, 2013.	

 	 	 	
Contact:610-337-1000	 	For Immediate Release:	
Hugh J. Gallagher, ext. 1029
Simon Bowman, ext. 3645
Shelly Oates, ext. 3202	 	March 5, 2013

UGI announces that Lon R. Greenberg will retire as Chief Executive Officer effective April 1, 2013
VALLEY FORGE, Pa., March 5, 2013 — UGI Corporation (NYSE: UGI) today announced that Lon R. Greenberg will retire as Chief Executive Officer effective April 1, 2013. As previously announced, Mr. Greenberg will continue to serve UGI as non-executive Chairman of its Board of Directors. Mr. Greenberg will also serve as non-executive Chairman of the Boards of Directors of AmeriGas Propane, Inc. and UGI Utilities, Inc.
John L. Walsh, UGI’s President and Chief Operating Officer, will be named President and Chief Executive Officer of UGI effective April 1, 2013. Lon R. Greenberg, Chairman and Chief Executive Officer of UGI said, “John is an exceptional executive and proven leader. I am thrilled that he will succeed me as CEO and I look forward to the company’s continued success under his leadership.”
Mr. Greenberg, 62, has been UGI’s Chief Executive Officer since 1995 and Chairman of its Board of Directors since 1996. Mr. Greenberg joined UGI in 1980 as Corporate Development Counsel and has served the company for over three decades in various senior management roles including General Counsel (1983-1987), Vice President – Legal and Corporate Development (1987-1989), Senior Vice President – Legal and Corporate Development (1989-1994), President (1994-2005) and Vice Chairman of the Board (1995-1996).
Marvin O. Schlanger, UGI’s Presiding Director, said “UGI’s total shareholder return during Lon’s tenure was over 1,000% or 14.6% per year, a period of truly remarkable growth and value creation for UGI’s shareholders. In addition to this track record of financial success, Lon has instilled a culture of excellence at UGI and has developed a strong management team that will serve UGI shareholders for the foreseeable future. This team will be led by John Walsh, a talented executive and a worthy successor to Lon as CEO. Although we wish Lon a long, happy and healthy retirement, we are very pleased that UGI shareholders will continue to benefit from Lon’s leadership as Chairman of UGI’s Board of Directors.”
About UGI
UGI is a distributor and marketer of energy products and services. Through subsidiaries, UGI operates natural gas and electric utilities in Pennsylvania, distributes propane both domestically and internationally, manages midstream energy and electric generation assets in Pennsylvania, and engages in energy marketing in the Mid-Atlantic region. UGI, through subsidiaries, is the sole General Partner and owns 26% of AmeriGas Partners, L.P. (NYSE:APU), the nation’s largest retail propane distributor.
Comprehensive information about UGI Corporation is available on the Internet at http://www.ugicorp.com .
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