SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. )* UGI Corporation ___________________________________________________________ (Name of Issuer) Common Stock, Par Value $4.50 Per Share ___________________________________________________________ (Title of Class of Securities) 902681105 ________________________________________________ (CUSIP Number) *The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior page. The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). (Continued on following pages (s)) Page 1 of 4 Pages
CUSIP No. 902681105 13 Page 2 of 4 Pages (1) Names of Reporting Persons, S.S. or I.R.S. Identifications Nos. of Above Persons Sasco Capital, Inc. ________________________________________________________________________ (2) Check the Appropriate Box if a Member of a Group* (a) / / (b) / X / ________________________________________________________________________ (3) SEC Use Only ________________________________________________________________________ (4) Citizenship or Place of Organization Fairfield, Connecticut ________________________________________________________________________ Number of Shares (5) Sole Voting Power Beneficially Owned by 1,639,328 Each Reporting _______________________________________________ Person With (6) Shared Voting Power None _______________________________________________ (7) Sole Dispositive Power 2,629,228 _______________________________________________ (8) Shared Dispositive Power None ______________________________________________________________________ (9) Aggregate Amount Beneficially Owned by Each Reporting Person 2,629,228 ______________________________________________________________________________ (10) Check Box if the Aggregate Amount in Row (9) Excludes Certain Shares* ______________________________________________________________________________ (11) Percent of Class Represented by Amount in Row (9) 8.0% ______________________________________________________________________________ (12) Type of Reporting Person* IA
Page 3 of 4 Pages Item 1(a) Name of Issuer: The issuer of the securities to which this statement relates is UGI Corporation. Item 1(b) Address of Issuer's Principal Executive Offices: 460 North Gulph Road P.O. Box 858 Valley Forge, PA 19482 Item 2(a) Name of Person Filing: Sasco Capital, Incorporated Item 2(b) Address of Principal Business Office: 10 Sasco Hill Road Fairfield, CT 06430 Item 2(c) Citizenship: Sasco Capital, Incorporated is a Connecticut corporation whose office is at Fairfield, Connecticut. Item 2(d) Title of Class of Securities: Common stock, par value $4.50 per share. Item 2(e) CUSIP Number: 902681105 Item 3 This statement is filed pursuant to Rule 13d-1(b) and the person filing is: Daniel L. Leary, Secretary, for Sasco Capital, Inc. Item 4 Ownership. The 2,629,228 acquired by Sasco Capital, Inc. constitute 8.0% of the outstanding shares of UGI Corporation. Sasco Capital, Inc. has beneficial ownership to direct the disposition of only these 2,629,228 and has the sole power to vote 1,639,328 shares. Sasco Capital, Inc. has no shared powers with regards to any other shares of UGI Corporation.
Page 4 of 4 Pages Item 5 Ownership of 5% or less of a Class Not applicable. Item 6 Ownership of More than 5% on Behalf of Another Person. Not applicable. Item 7 Identification and Classification of the Subsidiary Which Acquired Security Being Reported on by the Parent Holding Company. Not applicable. Item 8 Identification and Classification of Members of the Group. Not applicable. Item 9 Notice of Dissolution of Group. Item 10 Certification. By signing below, I, Daniel L. Leary Secretary of Sasco Capital, Inc., certify that, to the best of my knowledge and belief, the securities referred to above were acquired in the ordinary course of business and were not acquired for the purpose of and do not have the effect of changing or influencing the control of the issuer of such securities and were not acquired in connection with or as a participant in any transaction having such purposes or effect. After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. _______________________________ Daniel L. Leary Secretary February 8, 1999