SecProbe.io

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Mail Stop 0308
      May 27, 2005

Robert H. Knauss, Esq.
Vice President and General Counsel
UGI Utilities, Inc.
460 Northern Gulph Road
King of Prussia, PA 19406

      Re:	UGI Utilities, Inc.
		Registration Statement on Form S-3
      Filed April 29, 2005
		File No. 333-124474
		Form 10-K for Fiscal Year Ended
		September 30, 2004
		Filed December 14, 2004
		File No. 1-01398

Dear Mr. Knauss:

      We have limited our review of your filing to only your
financial statements and related disclosures and do not intend to
expand our review to other portions of your documents.  Where
indicated, we think you should revise your document in response to
these comments.  If you disagree, we will consider your
explanation
as to why our comment is inapplicable or a revision is
unnecessary.
Please be as detailed as necessary in your explanation.  In some
of
our comments, we may ask you to provide us with information so we
may
better understand your disclosure.  After reviewing this
information,
we may raise additional comments.

      Please understand that the purpose of our review process is
to
assist you in your compliance with the applicable disclosure
requirements and to enhance the overall disclosure in your filing.
We look forward to working with you in these respects.  We welcome
any questions you may have about our comments or any other aspect
of
our review.  Feel free to call us at the telephone numbers listed
at
the end of this letter.

Form 10-K for Fiscal Year Ended September 30, 2004

Item 7. Management`s Discussion and Analysis of Financial
Condition
and Results of Operations, page 11

Financial Condition and Liquidity, page 14
1. Please disclose in future filings the average and peak
borrowings
under your revolving credit facilities for each period presented.
We
believe this information is necessary to an understanding of your
liquidity and sources and uses of cash during the year.  Please
also
note that you are required to report gross borrowings and
repayments
under your credit facility on your statements of cash flows,
unless
your credit facility has underlying maturities of three months or
less.

Contractual Cash Obligations and Commitments, page 18
2. Please revise your contractual obligations table in future
filings
to include estimated interest payments on your debt and planned
funding of your pension and other postretirement benefit plans.
Because the table is aimed at increasing transparency of cash
flow,
we believe these payments should be included in the table.  If you
choose not to include these payments, a footnote to the table
should
clearly identify the excluded items and provide any additional
information that is material to an understanding of your cash
requirements.  See Section IV.A and footnote 46 to our MD&A
Guidance
issued December 19, 2003 available at www.sec.gov.

Part III, page 28
3. We note that all of Part III of Form 10-K is, as you state,
"intentionally omitted."  It does not appear that General
Instruction
I.(1)(b) of Form 10-K permits you to exclude Item 14.  Principal
Accountant Fees and Services.  Please revise or advise.

Financial Statements

Notes to Financial Statements

Note 8. Commitments and Contingencies, page F-20
4. We note your disclosure with respect to your manufactured gas
plant environmental matters outside Pennsylvania and other pending
claims that it is reasonably possible you will incur losses in
excess
of recorded amounts.  Please tell us, and revise your disclosures
to
indicate the amount or range of reasonably possible loss in excess
of
recorded amounts or state that such an estimate cannot be made.
Please also disclose the undiscounted amount of your environmental
contingencies and the discount rate used in the present-value
determinations.  Please refer to SFAS 5, SOP 96-1 and SAB Topic
5:Y.

*	*	*

      As appropriate, please amend your registration statement in
response to these comments.  You may wish to provide us with
marked
copies of the amendment to expedite our review.  Please furnish a
cover letter with your amendment that keys your responses to our
comments and provides any requested information.  Detailed cover
letters greatly facilitate our review.  Please understand that we
may
have additional comments after reviewing your amendment and
responses
to our comments.

      We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filing to be certain that the
filing includes all information required under the Securities Act
of
1933 and that they have provided all information investors require
for an informed investment decision.  Since the company and its
management are in possession of all facts relating to a company`s
disclosure, they are responsible for the accuracy and adequacy of
the
disclosures they have made.

      Notwithstanding our comments, in the event the company
requests
acceleration of the effective date of the pending registration
statement, it should furnish a letter, at the time of such
request,
acknowledging that:

?	should the Commission or the staff, acting pursuant to
delegated
authority, declare the filing effective, it does not foreclose the
Commission from taking any action with respect to the filing;

?	the action of the Commission or the staff, acting pursuant to
delegated authority, in declaring the filing effective, does not
relieve the company from its full responsibility for the adequacy
and
accuracy of the disclosure in the filing; and

?	the company may not assert staff comments and the declaration
of
effectiveness as a defense in any proceeding initiated by the
Commission or any person under the federal securities laws of the
United States.

	In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in connection with our review of
your
filing or in response to our comments on your filing.

      We will consider a written request for acceleration of the
effective date of the registration statement as confirmation of
the
fact that those requesting acceleration are aware of their
respective
responsibilities under the Securities Act of 1933 and the
Securities
Exchange Act of 1934 as they relate to the proposed public
offering
of the securities specified in the above registration statement.
We
will act on the request and, pursuant to delegated authority,
grant
acceleration of the effective date.

      We direct your attention to Rules 460 and 461 regarding
requesting acceleration of a registration statement.  Please allow
adequate time after the filing of any amendment for further review
before submitting a request for acceleration.  Please provide this
request at least two business days in advance of the requested
effective date.

      You may contact Adam Phippen, Staff Accountant, at (202)
551-
3336 or Robyn Manuel, Staff Accountant, at (202) 551-3823 if you
have
questions regarding comments on the financial statements and
related
matters.  Please contact Pradip Bhaumik, Attorney-Advisor, at
(202)
551-3333 or me at (202) 551-3720 with any other questions.

      					Sincerely,

      					H. Christopher Owings
      					Assistant Director

cc. Linda L. Griggs, Esq.
Morgan, Lewis & Bockius LLP
Fax:  (202) 739-3001

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Robert H. Knauss, Esq.
UGI Utilities, Inc.
May 27, 2005
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