<PAGE>

                                                      Filed in the Department of
                                                      State on DEC 20 1991
                                                      [   Signature Illegible  ]
                                                      --------------------------
                                            Acting Secretary of the Commonwealth

                                     2069197

                            ARTICLES OF INCORPORATION
                                       OF
                               NEW UGI CORPORATION

         ARTICLE I.        The name of the Corporation is:

                               NEW UGI CORPORATION

         ARTICLE II.       The address of the registered office of the
Corporation in this Commonwealth is:

                              460 North Gulph Road
             King of Prussia, Montgomery County, Pennsylvania 19406

         ARTICLE III.      The purpose or purposes for which the Corporation is
incorporated under the Business Corporation Law of 1988 are to engage in, and do
any lawful act concerning, any or all lawful business for which corporations may
be incorporated under said Business Corporation Law, including, but not limited
to manufacturing, processing, owning, using and dealing in personal property of
every class and description, engaging in research and development, the
furnishing of services, and acquiring, owning, using and disposing of real
property of every nature whatsoever.

                                 ARTICLE IV. CAPITAL STOCK

         The aggregate number of shares which the Corporation shall have the
authority to issue is 220,001,000 shares, divided into 200,000,000 shares of
Common Stock, without par value (hereinafter called the "Common Stock"), 1,000
shares of Restructuring Stock, without par value (hereinafter called the
"Restructuring Stock"), 10,000,000 shares of Series Preference Stock, without
par value (hereinafter called the "Preference Stock"), and 10,000,000 shares of
Series Preferred Stock, without par value (hereinafter called the "Preferred
Stock")

<PAGE>

(the Restructuring Stock, the Preference Stock and the Preferred Stock
hereinafter collectively called the "Senior Stock"). The board of directors
shall have the full authority permitted by law to determine the voting rights,
if any, and designations, preferences, limitations, and special rights of any
class or any series of any class of THE Preference Stock or of the Preferred
Stock that may be desired.

                                     PART 1
                                 PREFERRED STOCK
                                   (Reserved)

                                     PART 2
                                PREFERENCE STOCK
                                   (Reserved)

                                     PART 3
                               RESTRUCTURING STOCK

         Section 461. Voting Rights. At all meetings of the shareholders of the
Corporation, the holders of Restructuring Stock shall be entitled to one vote
for each share of Restructuring Stock held by them, respectively, except as
otherwise expressly provided in this article. Except as otherwise provided in
this article or by law, holders of Restructuring Stock and Common Stock, and any
other series of the Senior Stock having voting rights as a single class with the
Common Stock, shall vote together as a single class.

         Section 462. Dividend and Other Distribution Rights. Whenever full
dividends or other distributions on all series of the Preferred Stock and the
Preference Stock at the time outstanding having preferential dividend or other
distribution rights shall have been paid or declared and set apart for payment
or otherwise made, then such dividends (payable in cash or otherwise) or other
distributions, as may be determined by the board of directors may be declared
and paid or otherwise made on the Restructuring Stock, but only out of funds
legally available for the payment of such distributions under 15 Pa.C.S. Section
1551 (relating to distributions to shareholders) or under any corresponding
superseding provision of law.

         Section 463. Liquidation Rights. In the event of any liquidation,
dissolution or winding up of the Corporation, after paying or providing for the
payment to the holders of shares of all series of the Preferred Stock and
Preference Stock of the full distributive amounts to which they are respectively

                                      -2-

<PAGE>

entitled, as provided in this article, the holders of Restructuring Stock shall
be entitled to receive, as a liquidating distribution and in lieu of any other
share in the net assets of the Corporation, all equity securities owned by the
Corporation other than any "voting security" of any "public utility company," as
those terms are then defined in the Public Utility Holding Company Act of 1935
or any successor statute.

         Section 464. Exchange Rights. Upon written notice to the Corporation,
accompanied by a certificate or certificates representing all of the then
outstanding shares of Restructuring Stock, the holders of the Restructuring
Stock shall be entitled to exchange such shares for all equity securities then
owned by the Corporation other than any "voting security" of any "public utility
company," as those terms are then defined in the Public Utility Holding Company
Act of 1935 or any successor statute.

         Section 465. Restrictions on Issuance or Transfer. Shares of
Restructuring Stock may be issued or transferred only to a corporation
substantially all of the common or residual securities of which are owned,
directly or indirectly, by the Corporation.

                                     PART 4
                                  COMMON STOCK

         Section 471. Voting Rights. At all meetings of the shareholders of the
Corporation, the holders of Common Stock shall be entitled to one vote for each
share of Common Stock held by them, respectively, except as otherwise expressly
provided in this article.

         Section 472. Dividend and other Distribution Rights.Whenever full
dividends or other distributions on all series of the Senior Stock at the time
outstanding having preferential dividend or other distribution rights shall have
been paid or declared and set apart for payment or otherwise made, then such
dividends (payable in cash or otherwise) or other distributions, as may be
determined by the board of directors may be declared and paid or otherwise made
on the Common Stock, but only out of funds legally available for the payment of
such distributions under 15 Pa.C.S. Section 1551 (relating to distributions to
shareholders) or under any corresponding superseding provision of law.

         Section 473. Liquidation Rights. In the event of any liquidation,
dissolution or winding up of the Corporation, the

                                      -3-

<PAGE>

assets and funds of the Corporation available for distribution to shareholders,
after paying or providing for the payment to the holders of shares of all series
of the Senior Stock of the full distributive amounts to which they are
respectively entitled, as provided in this article, shall be divided among and
paid to the holders of Common Stock according to their respective shares.

                                     PART 5
                                     GENERAL

         Section 481. Preemptive Rights. Except as otherwise provided in the
express terms of any class or series of shares, or in any contract, warrant or
other instrument issued by the Corporation, no holder of shares of the
Corporation shall be entitled, as such, as a matter of right to subscribe for or
purchase any part of any issue of shares or other securities of the Corporation,
of any class, series or kind whatsoever, and whether issued for cash, property,
services, by way of dividends, or otherwise.

         Section 482. Amendments to Terms of Senior Stock. If and to the extent
provided by the express terms of any series of the Senior Stock, the board of
directors may, without the consent of the holders of the outstanding shares of
such series or of the holders of any other shares of the Corporation (unless
otherwise provided in the express terms of any such other shares), interpret the
provisions of such series to resolve any inconsistency or ambiguity, remedy any
formal defect or make any other change or modification that does not adversely
affect the rights of the existing holders of such series.

                                    ARTICLE V
                                   MANAGEMENT

         The following provisions shall govern the management of the business
and affairs of the Corporation and the rights, powers or duties of its security
holders, directors or officers:

         Section 501. Classification of Board of Directors. The board of
directors of the Corporation shall be classified in respect of the time for
which they shall severally hold office as follows:

                  (1) Each class shall be as nearly equal in number as possible.

                                      -4-

<PAGE>

                  (2) The term of office of at least one class shall expire in
         each year.

                  (3) Except as otherwise provided in the express terms of any
         series of the Senior Stock with respect to the election of directors
         upon the occurrence of a default in the payment of dividends or in the
         performance of another express requirement of the terms of such series,
         the members of each class shall be elected for a term of three years
         and until their respective successors shall have been elected and
         qualified, except in the event of their earlier death, resignation or
         removal, or retirement under provision therefor provided in the bylaws.

                  Notwithstanding the preceding sentence, the initial directors
         shall be classified into three classes comprised of directors who shall
         serve for terms expiring at the annual meetings of shareholders in
         1992, 1993 and 1994, respectively, and until their respective
         successors shall have been elected and qualified, except in the event
         of their earlier death, resignation or removal, or retirement under
         provision therefor provided in the bylaws. At the annual meeting of
         shareholders in 1992 and thereafter the shareholders shall elect, to
         serve until the third annual meeting of shareholders following their
         election, and until their successors shall have been elected and
         qualified, except in the event of their earlier death, resignation or
         removal, or retirement under provision therefor provided in the bylaws,
         the number of directors in the class whose term expires at such annual
         meeting. This paragraph shall expire at the adjournment of the annual
         meeting of shareholders in 1994.

         Section 502. Number of Directors. The number of directors of the
Corporation constituting the whole board and the number of directors
constituting each class of directors as provided by Section 501 shall be fixed
solely by resolution of the board of directors, except as otherwise provided in
the express terms of any class or series of Senior Stock with respect to the
election of directors upon the occurrence of a default in the payment of
dividends or in the performance of another express requirement of the terms of
such Senior Stock.

         Section 503. Straight Voting for Directors. The shareholders of the
Corporation shall not have the right to cumulate their votes for the election of
directors of the Corporation.

                                      -5-

<PAGE>

         Section 504. Adoption of Bylaws. Except as otherwise provided in the
express terms of any series of the Senior Stock:

                  (1) The shareholders shall have the power to adopt, amend or
         repeal the bylaws of the Corporation only subject to the procedures and
         restrictions applicable to amendments of these articles of
         incorporation, including any provision of law requiring as a condition
         to adoption by the Corporation that the corporate action be approved
         also by the board of directors of the Corporation, and treating a
         direction by the board that the matter should be submitted to the
         shareholders, or the sufferance by the board that the matter be so
         submitted, as insufficient to satisfy the requirement of independent
         approval by the board of directors.

                  (2) The board of directors of the Corporation shall have the
         full authority conferred by law upon the shareholders of the
         Corporation to adopt, amend or repeal the bylaws of the Corporation,
         including in circumstances otherwise reserved by statute exclusively to
         the shareholders. Any bylaw adopted by the board of directors under
         this paragraph shall be consistent with these articles of
         incorporation.

         Section 505. Authorization of Certain Mergers. Except as otherwise
provided in the express terms of any series of the Senior Stock and in addition
to any power otherwise vested by law in the board of directors of the
Corporation to effect (without the approval of the shareholders or any class or
series thereof) a merger of the Corporation with and into another corporation or
other association, the board of directors of the Corporation may authorize and
approve an behalf of the corporation and its shareholders (without the approval
of the shareholders of the Corporation or any class or series thereof), a merger
of the Corporation with and into another corporation which shall be the
surviving corporation, if:

                  (1) The only parties to the merger are the Corporation and the
         surviving corporation.

                  (2) The surviving corporation was, immediately prior to the
         effective date of the merger, a Pennsylvania corporation and a "public
         utility company" within the meaning of the Public Utility Holding
         Company Act of 1935 or any successor statute.

                                      -6-

<PAGE>

                  (3) The plan of merger provides that each share of the
         Corporation outstanding immediately prior to the effective date of the
         merger is to be converted into, except as otherwise agreed by the
         holder thereof, an identical share of the surviving corporation after
         the effective date of the merger, and the holders of all such shares to
         be outstanding immediately after the effective date of the merger
         derived from shares of the Corporation will then be entitled to cast at
         least a majority of the votes entitled to be cast generally for the
         election of directors of the surviving corporation.

                  (4) The additional shares, if any, of the surviving
         corporation to be outstanding immediately after the effective date of
         the merger are shares which the board of directors of the Corporation
         would have been authorized to issue (without the approval of the
         shareholders of the Corporation or any class or series thereof)
         immediately prior to the effective date of the merger.

                                   ARTICLE VI.
                                  MISCELLANEOUS

         Section 601. Headings. The headings of the various sections of these
articles of incorporation are for convenience of reference only and shall not
affect the interpretation of any of the provisions of these articles.

         Section 602. Reserved Power of Amendment. These articles of
incorporation may be amended in the manner and at the time prescribed by
statute, and all rights conferred upon shareholders herein are granted subject
to this reservation.

         ARTICLE VII. The name and address of the incorporator are:

                                William E. Zeiter
                              2000 One Logan Square
                        Philadelphia, Pennsylvania 19103

                                     /s/ William E. Zeiter
                                     ---------------------
                                         Incorporator

                                      -7-

<PAGE>

Microfilm Number                                  Filed with the Department of
                                                  State on
                                                  MAR 25 1992
Entity Number 2069197
                                                  [    Signature Illegible    ]
                                                  -----------------------------
                                                  Secretary of the Commonwealth

               ARTICLES OF AMENDMENT-DOMESTIC BUSINESS CORPORATION
                              DSCB:15-1915(Rev 90)

        In compliance with the requirements of 15 Pa.C.S. Section 1915 (relating
to articles of amendment), the undersigned business corporation, desiring to
amend its Articles, hereby states that:

1.       The NAME of the corporation is New UGI Corporation.

2.       The ADDRESS of this corporation's current registered office in this
         Commonwealth and the county of venue is (the Department is hereby
         authorized to correct the following information to conform to the
         records of the Department): 460 North Gulph Road, King of Prussia,
         Pennsylvania 19406, Montgomery County.

3.       The STATUTE by or under which it was incorporated is the Business
         Corporation Law of 1988.

4.       The DATE of its incorporation is: December 20, 1991.

5.       The amendment shall be effective upon filing these Articles of
         Amendment in the Department of State.

6.       The amendment was adopted by the shareholders pursuant to 15
         Pa.C.S. Section 1914(a) and (b).

7.       The amendment adopted by the corporation as set forth in full in
         Exhibit A is attached hereto and made a part hereof.

8.       The restated Articles of Incorporation supersede the original Articles
         and all amendments thereto.

         IN TESTIMONY WHEREOF, the undersigned corporation has caused these
Articles of Amendment to be signed by a duly authorized officer thereof this
25th day of March, 1992.

                                                  NEW UGI CORPORATION

                                                  By: [Signature Illegible]
                                                      ---------------------
                                                      Senior Vice President

<PAGE>

                                    EXHIBIT A
                              AMENDED AND RESTATED
                            ARTICLES OF INCORPORATION
                                       OF
                               NEW UGI CORPORATION

                                   ARTICLE I.
                                      NAME
                         The name of the Corporation is:

                               NEW UGI CORPORATION

                                   ARTICLE II.
                                     ADDRESS

         The address of the registered office of the Corporation in this
Commonwealth is:

                              460 North Gulph Road
                           King of Prussia, Montgomery
                           County, Pennsylvania 19406

                                  ARTICLE III.
                                     PURPOSE

         The purpose or purposes for which the Corporation is incorporated under
the Business Corporation Law of 1988 are to engage in, and do any lawful act
concerning, any or all lawful business for which corporations may be
incorporated under said Business Corporation Law, including, but not limited to
manufacturing, processing, owning, using and dealing in personal property of
every class and description, engaging in research and development, the
furnishing of services, and acquiring, owning, using and disposing of real
property of every nature whatsoever.

                                   ARTICLE IV.
                                  CAPITAL STOCK

         The aggregate number of shares which the Corporation shall have the
authority to issue is 110,001,000 shares, divided into 100,000,000 shares of
Common Stock, without par value (hereinafter called the "Common Stock"), 1,000
shares of Restructuring Stock, without par value (hereinafter called the
"Restructuring Stock"), 5,000,000 shares of Series Preference Stock, without par
value (hereinafter called the "Preference

<PAGE>

Stock"), and 5,000,000 shares of Series Preferred Stock, without par value
(hereinafter called the "Preferred Stock") (the Restructuring Stock, the
Preference Stock and the Preferred Stock are hereinafter collectively called the
"Senior Stock"). The board of directors shall have the full authority permitted
by law to determine the voting rights, if any, and designations, preferences,
limitations, and special rights of any class or any series of any class of the
Preference Stock or of the Preferred Stock that may be desired.

                                     PART 1
                                 PREFERRED STOCK
                                   (Reserved)

                                     PART 2
                                PREFERENCE STOCK
                                   Division A
                              General Terms of the
                                Preference Stock

         The following provisions in this Division A (hereinafter referred to as
the "General Terms of the Preference Stock") shall apply to the First Series
Preference Stock and, if and to the extent expressly incorporated by reference
in a resolution or resolutions of the Board of Directors or any committee
thereof establishing and designating any other series of the Preference Stock,
to any other Preference Stock hereafter issued by the Corporation. The
Preference Stock shall be considered "Junior Stock" as that term may be defined
in the terms of any series of the Preferred Stock. (The resolution or
resolutions of the Board of Directors or any committee thereof establishing and
designating any series of the Preference Stock is hereinafter referred to as the
"Board Resolution," except that in the case of the First Series Preference Stock
the term Board Resolution shall mean the special terms of the First Series
Preference Stock set forth in Division B of these articles of incorporation.)

         Section 201. General. Except as otherwise provided in a Board
Resolution, all Preference Stock of all series shall be identical to each other.
In case, with respect to the Preference Stock of all series which rank equally
as to payment of dividends and distributions upon liquidation, the stated
dividends or the amounts payable upon liquidation established by a Board
Resolution, or both, are not paid in full, all Preference Stock of such series
shall participate ratably in the payment of dividends, including accumulations,
if any, in

                                      -2-

<PAGE>

accordance with the sums which would be payable thereon if all dividends thereon
were declared and paid in full, and, in any distribution of assets other than by
way of dividends, in accordance with the sums which would be payable on such
distribution if all sums payable thereon to holders of such series of Preference
Stock were discharged in full.

         Section 202. Dividends.

         (a) The holders of the Preference Stock of each series shall be
entitled, subject to any preference of the Preferred Stock with respect to
dividends, to receive and the Corporation shall be obliged to pay, but only when
and as declared by its Board of Directors and only out of funds legally
available for the payment of such distributions under 15 Pa.C.S. Section 1551
(relating to distributions to shareholders) or any corresponding superseding
provision of law, cash dividends at such rate or rates per share per annum for
each particular series as shall have been fixed by the Board of Directors in the
Board Resolution for such series, and no more, payable quarterly on the first
day of each January, April, July and October. Such dividends on the Preference
Stock shall be cumulative from the dates as follows: (a) in the case of shares
issued prior to the record date for the initial dividend on shares of the series
of which such shares shall constitute a part, then from the date fixed for such
purpose by the Board of Directors in the Board Resolution; (b) if issued during
the period commencing immediately after the record date for a dividend on shares
of such series and terminating at the close of the payment date for such
dividend, then from such dividend payment date; and (c) otherwise from the
dividend payment date next preceding the date of issue of such shares, except
that in the event dividends on all outstanding Preference Stock for all past
quarterly dividend periods shall not have been paid and full dividends thereon
for the then current dividend period not declared and a sum sufficient for the
payment thereof set apart, then such dividends shall be cumulative from the most
recent date when all such dividends have been so paid, declared and set aside.

         (b) Subject to the provisions hereinafter contained in Section 206,
funds legally available for distribution to shareholders under 15 Pa.C.S.
Section 1551 or under any corresponding superseding provision of law after
dividends on all outstanding Preference Stock for all past quarterly periods
shall have been paid and full dividends thereon for the then current dividend
period declared and a sum sufficient for the payment thereof set apart may be
paid to the holders of the Common Stock and other

                                      -3-

<PAGE>

shares ranking junior to the Preference Stock with respect to the payment of
dividends.

         Section 203. Redemption.

         (a) The Corporation, at the option of its Board of Directors, may
redeem all or any of the outstanding Preference Stock or all or any shares of
any series thereof at any time or from time to time, upon payment in cash in
respect of the shares so redeemed at the price fixed by the Board of Directors
in the Board Resolution in respect o(pound) the series of which such shares
shall constitute a part, plus an amount equal to all accumulated and unpaid
dividends thereon to the date of redemption, whether or not such dividends shall
have been earned or declared (such price, together with an amount equal to all
such accumulated and unpaid dividends, being hereinafter called the "redemption
price"). Any such redemption shall be in such amount, at such place, and in such
manner, as the Board of Directors may determine. In the case of a redemption of
less than all the outstanding Preference Stock of any series, the particular
shares to be so redeemed shall be by lot or by such other equitable method as
the Board of Directors shall determine.

         (b) Not less than 15 days nor more than 90 days prior to the date fixed
for such redemption, notice of redemption shall be published once in a newspaper
of general circulation published in the Borough of Manhattan, New York, New
York, and written notice thereof shall be mailed by the Corporation to the
several holders of record of the Preference Stock to be so redeemed, at their
respective addresses as the same appear upon the books of the Corporation.

         (c) From and after the date fixed in any such notice as the date of
redemption (unless default shall be made by the Corporation in providing moneys
at the time and place specified for the payment of the redemption price pursuant
to said notice), all dividends on the Preference Stock thereby called for
redemption shall cease to accrue and all rights of the holders thereof as
shareholders in the Corporation, except the right to receive the redemption
price, without interest, shall cease and terminate, and such Preference Stock
shall not be deemed outstanding for any purpose.

         (d) The Corporation may, however, give or irrevocably authorize the
"Depositary" (as hereinafter defined) forthwith to give written notice (in the
same manner as the notice of redemption is required to be given as provided in
subsection

                                      -4-

<PAGE>

(b)) to the holders of all the Preference Stock selected for redemption that the
redemption price has been or will on a date specified be deposited with a
designated bank or trust company, having an office in New York, New York or
Philadelphia, Pennsylvania and having capital and surplus o(pound) not less than
$10,000,000 (the "Depositary"), in trust for the account of the holders of such
Preference Stock and that such holders may receive in cash the redemption price
of such Preference Stock from the Depositary on or after the date of such
deposit upon the surrender of their share certificates without awaiting the date
fixed for redemption. In such event, if the redemption price shall have been so
deposited by the Corporation with the Depositary, all rights of the holders of
the shares called for redemption, as shareholders of the Corporation, except the
right to receive the redemption price, without interest, from the Depositary,
shall cease and terminate upon the date of such deposit or the date of the
giving of such notice or authority, whichever be later, and such Preference
Stock shall thereafter not be deemed to be outstanding for any purpose;
provided, however, that conversion rights, if any, of shares called for
redemption shall terminate at the close of business on the business day next
preceding the date fixed for redemption. Any moneys so deposited which shall
remain unclaimed by the holders of such Preference Stock at the end of five
years after the date so fixed for redemption shall be paid by the Depositary to
the Corporation, after which the holders of such Preference Stock shall look
only to the Corporation for payment of the redemption price thereof.

         (e) Unless otherwise provided by resolution of the Board of Directors,
all Preference Stock so redeemed by the Corporation shall be canceled and
restored to the status of authorized but unissued Preference Stock without
series designation.

         Section 204. Liquidation.

         (a) On any voluntary or involuntary liquidation (which shall include
dissolution and winding up) of the Corporation, before any payment or
distribution shall be made to the holders of any Common Stock or shares of any
other class which, with respect to distributions upon liquidation, shall rank
junior to the Preference Stock, the holders of the Preference Stock, subject to
any preference of the Preferred Stock, shall be entitled to be paid the amount
or amounts fixed therefor by the Board of Directors in the Board Resolution in
respect of each outstanding series o(pound) Preference Stock, which stated
amounts may

                                      -5-

<PAGE>

vary as between voluntary and involuntary liquidation distributions, plus in
each case an amount equal to all accumulated and unpaid dividends thereon to the
date of such payment, whether or not such dividends shall have been earned or
declared.

         (b) After such payment shall have been made in full to the holders of
Preference Stock, they shall be entitled to no further payment or distribution.

         (c) Neither a consolidation or merger of the Corporation with or into
any other corporation, nor a merger of any other corporation into the
Corporation, nor a division or a reorganization of the Corporation, nor a share
exchange to which the Corporation is a party, nor the purchase or redemption of
all or part of the outstanding shares of any class or classes of the
Corporation, nor a sale, lease, conveyance or other disposition of all or any
part of its assets shall be considered a liquidation of the Corporation within
the meaning of this Section 204.

         Section 205. Voting Rights.

         (a) Except as herein expressly provided to the contrary or in the Board
Resolution or as otherwise required by law, the holders of the Preference Stock
shall have no right to vote at, or to participate in, any meeting of
shareholders of the Corporation, or to receive any notice of such meeting.

         (b) In the event that dividends upon any of the Preference Stock shall
be in arrears to an amount equal to six full quarterly dividends thereon, the
holders of the Preference Stock as to which dividends are so in arrears, subject
to the terms of the Preferred Stock, shall become entitled to the extent
hereinafter provided to vote noncumulatively at all elections of directors of
the Corporation, and to receive notice of all shareholders meetings to be held
for such purpose. At such meetings the holders of such Preference Stock, voting
separately as a class, shall be entitled to elect two members of the Board of
Directors of the Corporation; and all other directors of the Corporation shall
be elected by the other shareholders of the Corporation entitled to vote in the
election of directors. Such voting rights of the holders of such Preference
Stock shall continue until all accumulated and unpaid dividends thereon shall
have been paid, whereupon all such voting rights of the holders of such
Preference Stock shall cease, subject to being

                                      -6-

<PAGE>

again revived from time to time upon the reoccurrence of the conditions above
described as giving rise thereto.

         (c) At any time after the accrual of voting rights to the holders of
such Preference Stock in accordance with subsection (b), a special meeting of
the holders of such Preference Stock, for the purpose of the initial exercise of
such voting rights, shall be held, upon 30 days' notice, upon call by the
Secretary of the Corporation at the written request of the holders of not less
than 10% of such Preference Stock at the time outstanding, or, if the Secretary
shall fail or neglect to call such meeting within 30 days after receipt of such
request, then upon call by the holders of not less than 10% of such Preference
Stock at the time outstanding. The terms of office, as directors, of all persons
who may be directors of the Corporation, except those directors, if any, elected
by the holders of the Preferred Stock as a class, shall terminate upon the
election of directors by the holders of the Preference Stock. The holders of the
Common Stock, subject to the terms of the Preferred Stock, shall have the right
to elect the remaining directors of the Corporation.

         (d) So long as the holders of such Preference Stock are entitled
hereunder to voting rights, any vacancy in the Board of Directors caused by the
death or resignation of any director elected by the holders of such Preference
Stock, shall, until the next meeting of shareholders for the election of
directors, in each case be filled by the remaining director elected by the
holders of such Preference Stock. In the event of simultaneous vacancies among
directors elected by the holders of Preference Stock, an election, pursuant to
the provisions of this section.

         (e) Upon termination of the voting rights of the holders of such
Preference Stock, the terms of office of all persons who shall have been elected
directors of the Corporation by vote of the holders of such Preference Stock or
by a director elected by such holders shall forthwith terminate, and any
vacancies resulting from such termination shall be filled by the vote of a
majority of the remaining directors.

         Section 206. Restriction on Dividends and Purchase of Stock.

         (a) So long as any Preference Stock of any series shall remain
outstanding, no dividend (other than dividends payable in Common Stock or other
shares of the Corporation of a class ranking junior to the Preference Stock of
such series with respect to dividends and distributions upon liquidation) shall

                                      -7-

<PAGE>

be paid on Common Stock or shares of any other class which, with respect to
payment of dividends or distributions upon liquidation, shall rank junior to the
Preference Stock of such series ("junior shares"), nor shall any junior shares
be purchased, retired, or otherwise acquired by the Corporation, other than by
exchange therefor of junior shares or out of the proceeds of a substantially
concurrent sale of junior shares unless:

                  (i) all dividends on all outstanding Preference Stock of such
         series for all past quarterly dividend periods shall have been paid and
         full dividends thereon for the then current quarterly dividend period
         declared and a sum sufficient for the payment thereof set apart; and

                  (ii) the Corporation shall not be in arrears in respect of any
         sinking fund obligation or obligation of a similar nature with respect
         to Preference Stock of such series or any other series ranking equally
         therewith with respect to payment of dividends or distributions upon
         liquidation.

         (b) So long as any Preference Stock of any series shall remain
outstanding, unless:

                  (i) all dividends on all outstanding Preference Stock of such
         series for all past quarterly dividend periods shall have been paid and
         full dividends thereon for the then current quarterly dividend period
         declared and a sum sufficient for the payment thereof set apart; and

                  (ii) the Corporation shall not be in arrears in respect of any
         sinking fund obligation or obligation of a similar nature in respect of
         Preference Stock of such series or any other series ranking equally
         therewith with respect to payment of dividends and distribution upon
         liquidation;

none of the Preference Stock of such series, nor any parity shares, as
hereinafter defined, shall be purchased, retired or otherwise acquired by the
Corporation (except by redemption of all shares of such series and all parity
shares then outstanding, or except in accordance with a purchase or exchange
offer made to holders of all shares of such series and all parity shares
outstanding which, considering the annual dividend rates and other relative
rights and preferences of such shares, in the opinion of the Board of Directors
(whose determination

                                      -8-

<PAGE>

shall be conclusive) will result in fair and equitable treatment among all such
shares). "Parity shares" as used herein means shares (including shares of
Preference Stock of other series) ranking equally with the Preference Stock of
such series with respect to payment of dividends and distributions upon
liquidation.

         Section 207. Corporate Action Requiring Consent of Preference Stock.

         (a) Without the consent of the holders of at least a majority of the
Preference Stock at the time outstanding, given in person or by proxy, either in
writing according to law or at a meeting of shareholders called for the purpose,
the Corporation shall not;

                  (i) authorize any new class of shares, or an increase in the
         authorized amount of any class of shares, which shall rank equally with
         the Preference Stock with respect to payment of dividends or
         distributions upon liquidation, except that if shares of such class
         would rank equally to one or more but not all of the several series of
         the Preference Stock at the time outstanding, the consent of the
         holders of a majority of the shares of all series with respect to which
         shares of such class would rank equally shall be required in lieu of
         the consent of holders of all Preference Stock;

                  (ii) increase the authorized Preference Stock to an amount in
         excess of 5,000,000; or

                  (iii) merge into or consolidate with any other corporation or
         corporations, become a party to a share exchange or division, or sell,
         lease or otherwise dispose of all or substantially all of its assets,
         unless such merger, consolidation, share exchange, division, sale,
         lease or other disposition shall have been ordered, permitted or
         approved by the Securities and Exchange Commission under the provisions
         of the Public Utility Holding Company Act of 1935 as now in effect or
         as hereafter amended or by any successor commission.

         (b) Without the consent of the holders of at least two-thirds of the
Preference Stock outstanding, given in person or by proxy, either in writing
according to law or at a meeting of shareholders called for the purpose, the
Corporation shall not:

                                      -9-

<PAGE>

                  (i) authorize any new class of shares, or an increase in the
         authorized amount of any class of shares, which will rank prior to the
         Preference Stock with respect to payment of dividends or distributions
         upon liquidation; or

                  (ii) adopt or effect any amendment to its articles of
         incorporation that would adversely affect the rights or preferences of
         the Preference Stock (except as may be expressly permitted under
         subsection (a) of this Section 207 with the consent of the holders of a
         majority of the Preference Stock), except that if any such amendment
         shall adversely affect the rights or preferences of one or more, but
         not all, of the several series of Preference Stock at the time
         outstanding, the consent of the holders of at least two-thirds of the
         shares of all series adversely affected, similarly given, shall be
         required in lieu of the consent of the holders of two-thirds of the
         Preference Stock.

         (c) The provisions of this section shall not prevent the Board of
Directors from establishing and designating, without a vote of the holders of
the Preference Stock, one or more series of the Preference Stock which shall
rank prior to shares of other series of the Preference Stock with respect to
payment of dividends or distributions upon liquidations.

                                   Division B
                                Special Terms of
                          First Series Preference Stock

         The first series of the Preference Stock shall consist of 1,000,000
shares and shall be designated as First Series Preference Stock.

         Section 221. Dividends and Distributions.

         (a) The quarterly dividend rate of the shares of First Series
Preference Stock shall be the greater of (x) $50.00 or (y) subject to the
provision for adjustment hereinafter set forth 200 times the aggregate per share
amount of all cash dividends, and 200 times the aggregate per share amount
(payable in kind) of all non-cash dividends or other distributions other than a
dividend payable in shares of Common Stock or a subdivision of the outstanding
shares of Common Stock (by reclassification or otherwise), declared on the
Common Stock since the immediately preceding quarterly dividend payment date

                                      -10-

<PAGE>

(the "Quarterly Dividend Payment Date"), or, with respect to the first Quarterly
Dividend Payment Date, since the first issuance of any share or fraction of a
share of First Series Preference Stock. In the event the Corporation shall at
any time:

                  (i) declare any dividend on Common Stock payable in shares of
         Common Stock;

                  (ii) subdivide the outstanding Common Stock;

                  (iii) combine the outstanding Common Stock into a smaller
         number of shares; or

                  (iv) issue any shares of its capital stock in a
         reclassification of the outstanding Common Stock;

then in each such case the amounts to which holders of shares of First Series
Preference Stock were entitled immediately prior to such event under clause (x)
and clause (y) of the preceding sentence shall be adjusted by multiplying each
such amount by a fraction the numerator of which is the number of shares of
Common Stock outstanding immediately after such event and the denominator of
which is the number of shares of Common Stock that were outstanding immediately
prior to such event.

         (b) The Corporation shall declare a dividend or distribution on the
First Series Preference Stock as provided in subsection (a) immediately after it
declares a dividend or distribution on the Common Stock (other than a dividend
payable in shares of Common Stock), except that, in the event no dividend or
distribution shall have been declared on the Common Stock during the period
between any Quarterly Dividend Payment Date and the next subsequent Quarterly
Dividend Payment Date, a dividend of $50 per share on the First Series
Preference Stock shall nevertheless be payable on such subsequent Quarterly
Dividend Payment Date.

         Section 222. Voting Rights. The holders of shares of First Series
Preference Stock shall have the following voting rights:

         (a) Subject to the provision for adjustment hereinafter set forth, each
share of First Series Preference Stock shall entitle the holder thereof to 200
votes on all matters submitted to a vote of the shareholders of the Corporation.
In the event the Corporation shall at any time:

                                      -11-

<PAGE>

                  (i) declare any dividend on Common Stock payable in shares of
         Common Stock;

                  (ii) subdivide the outstanding Common Stock;

                  (iii) combine the outstanding Common Stock into a smaller
         number of shares; or

                  (iv) issue any shares of its capital stock in a
         reclassification of the outstanding Common Stock;

then in each such case the number of votes per share to which holders of shares
of First Series Preference Stock were entitled immediately prior to such event
shall be adjusted by multiplying such number by a fraction the numerator of
which is the number of shares of Common Stock outstanding immediately after such
event and the denominator of which is the number of shares of Common Stock that
were outstanding immediately prior to such event.

                  (b) Except as otherwise provided in this section or by law,
         the holders of shares of First Series Preference Stock and the holders
         of shares of Common Stock shall vote together as one class on all
         matters submitted to a vote of shareholders of the Corporation.

             Section 223. Liquidation.

         (a) Upon any voluntary liquidation, dissolution or winding up of the
Corporation and subject to the distributions to be made with respect to
Preferred or Preference Stock senior to the First Series Preference Stock, no
distribution shall be made to the holders of shares of stock ranking junior
(either as to dividends or upon liquidation, dissolution or winding up) to the
First Series Preference Stock unless, prior thereto, the holders of shares of
First Series Preference Stock shall have received $100 per share, plus an amount
equal to accrued and unpaid dividends and distributions thereon, whether or not
declared, to the date of such payment (the "First Series Liquidation
Preference"). Following the payment of the full amount of the First Series
Liquidation Preference, no additional distributions shall be made to the holders
of shares of First Series Preference Stock unless, prior thereto, the holders of
shares of Common Stock have received an amount per share (the "Common
Adjustment") equal to the quotient obtained by dividing (x) the First Series
Liquidation Preference by (y) 200 (as appropriately adjusted as set forth in
subparagraph (c) below to reflect such

                                      -12-

<PAGE>

events as stock splits, stock dividends and recapitalizations with respect to
the Common Stock) (such number in clause (y), the "Adjustment Number").
Following the payment of the full amount of the First Series Liquidation
Preference and the Common Adjustment in respect of all outstanding shares of
First Series Preference Stock and Common Stock, respectively, holders of First
Series Preference Stock and holders of shares of Common Stock shall receive
their ratable and proportionate share of the remaining assets to be distributed
in the ratio of the Adjustment Number to one with respect to such First Series
Preference Stock and Common Stock, on a per share basis, respectively.

         (b) In the event, however, that there are not sufficient assets
available to permit payment in full of the First Series Liquidation Preference
and the liquidation preferences of all other series of Preferred or Preference
Stock, if any, which rank on a parity with the First Series Preference Stock,
then such remaining assets shall be distributed ratably to the holders of such
parity shares in proportion to their respective liquidation preferences. In the
event, however, that there are not sufficient assets available to permit payment
in full of the Common Adjustment, then such remaining assets shall he
distributed ratably to the holders of Common Stock.

         (c) In the event the Corporation shall at any time:

                  (i) declare any dividend on Common Stock payable in shares of
         Common Stock;

                  (ii) subdivide the outstanding Common Stock;

                  (iii) combine the outstanding Common Stock into a smaller
         number of shares; or

                  (iv) issue any shares of its capital stock in reclassification
         of the outstanding Common Stock;

then in each such case the Adjustment Number in effect immediately prior to such
event shall be adjusted by multiplying such Adjustment Number by a fraction the
numerator of which is the number of shares of Common Stock outstanding
immediately after such event and the denominator of which is the number of
shares of Common Stock that were outstanding immediately prior to such event.

                                      -13-

<PAGE>

         Section 224. Consolidation, Merger, etc. In case the Corporation shall
enter into any consolidation, merger, combination, share exchange, division or
other transaction in which the shares of Common Stock are exchanged for or
changed into other stock or securities, cash and/or any other property, then in
any such case the shares of First Series Preference Stock shall at the same time
be similarly exchanged or changed in an amount per share (subject to the
provision for adjustment hereinafter set forth) equal to 200 times the aggregate
amount of stock, securities, cash and/or any other property (payable in kind),
as the case may be, into which or for which each share of Common Stock is
changed or exchanged. In the event the Corporation shall at any time:

                  (i) declare any dividend on Common Stock payable in shares of
         Common Stock;

                  (ii) subdivide the outstanding Common Stock;

                  (iii) combine the outstanding Common Stock into a smaller
         number of shares; or

                  (iv) issue any shares of its capital stock in a
         reclassification of the outstanding Common Stock;

then in each such case the amount set forth in the preceding sentence with
respect to the exchange or change of shares of First Series Preference Stock
shall be adjusted by multiplying such amount by a fraction the numerator of
which is the number of shares of Common Stock outstanding immediately after such
event and the denominator of which is the number of shares of Common Stock that
were outstanding immediately prior to such event.

         Section 225. No Redemption. The shares of First Series Preference Stock
shall not be redeemable.

         Section 226. Ranking. The First Series Preference Stock shall rank
junior to all other series of the Senior Stock as to the payment of dividends
and the distribution of assets, unless the terms of any such series shall
provide otherwise.

         Section 227. Fractional Shares. First Series Preference Stock may be
issued in fractions of a share which shall entitle the holder, in proportion to
such holder's fractional shares, to exercise voting rights, receive dividends,
participate in

                                      -14-

<PAGE>

distributions and to have the benefit of all other rights of holders of First
Series Preference Stock.

                                     PART 3
                               RESTRUCTURING STOCK

         Section 461. Voting Rights. At all meetings of the shareholders of the
Corporation, the holders of Restructuring Stock shall be entitled to one vote
for each share of Restructuring Stock held by them, respectively, except as
otherwise expressly provided in this article. Except as otherwise provided in
this article or by law, holders of Restructuring Stock and Common Stock, and any
other series of the Senior Stock having voting rights as a single class with the
Common Stock, shall vote together as a single class.

         Section 462. Dividend and Other Distribution Rights. Whenever full
dividends or other distributions on all series of the Preferred Stock and the
Preference Stock at the time outstanding having preferential dividend or other
distribution rights shall have been paid or declared and set apart for payment
or otherwise made, then such dividends (payable in cash or otherwise) or other
distributions, as may be determined by the board of directors may be declared
and paid or otherwise made on the Restructuring Stock, but only out of funds
legally available for the payment of such distributions under 15 Pa.C.S. Section
1551 (relating to distributions to shareholders) or under any corresponding
superseding provision of law.

         Section 463. Liquidation Rights. In the event of any liquidation,
dissolution or winding up of the Corporation, after paying or providing for the
payment to the holders of shares of all series of the Preferred Stock and
Preference Stock of the full distributive amounts to which they are respectively
entitled, as provided in this article, the holders of Restructuring Stock shall
be entitled to receive, as a liquidating distribution and in lieu of any other
share in the net assets of the Corporation, all equity securities owned by the
Corporation other than any "voting security" of any "public utility company" or
"holding company," as those terms are then defined in the Public Utility Holding
Company Act of 1935 or any successor statute.

         Section 464. Exchange Rights. Upon written notice to the Corporation,
accompanied by a certificate or certificates representing all of the then
outstanding shares of Restructuring Stock, the holders of the Restructuring
Stock shall be entitled

                                      -15-

<PAGE>

to exchange such shares for all equity securities then owned by the Corporation
other than any "voting security" of any "public utility company" or "holding
company," as those terms are then defined in the Public Utility Holding Company
Act of 1935 or any successor statute.

         Section 465. Restrictions on Issuance or Transfer.Shares of
Restructuring Stock may be issued or transferred only to a corporation
substantially all of the common or residual securities of which are owned,
directly or indirectly, by the Corporation.

                                     PART 4
                                  COMMON STOCK

         Section 471. Voting Rights. At all meetings of the shareholders of the
Corporation, the holders of Common Stock shall be entitled to one vote for each
share of Common Stock held by them, respectively, except as otherwise expressly
provided in this article.

         Section 472. Dividend and Other Distribution Rights. Whenever full
dividends or other distributions on all series of the Senior Stock at the time
outstanding having preferential dividend or other distribution rights shall have
been paid or declared and set apart for payment or otherwise made, then such
dividends (payable in cash or otherwise) or other distributions, as may be
determined by the board of directors may be declared and paid or otherwise made
on the Common Stock, but only out of funds legally available for the payment of
such distributions under 15 Pa.C.S. Section 1551 (relating to distributions to
shareholders) or under any corresponding superseding provision of law.

         Section 473. Liquidation Rights. In the event of any liquidation,
dissolution or winding up of the Corporation, the assets and funds of the
Corporation available for distribution to shareholders, after paying or
providing for the payment to the holders of shares of all series of the Senior
Stock of the full distributive amounts to which they are respectively entitled,
as provided in this article, shall be divided among and paid to the holders of
Common Stock according to their respective shares.

                                      -16-

<PAGE>

                                     PART 5
                                     GENERAL

         Section 481. Preemptive Rights. Except as otherwise provided in the
express terms of any class or series of shares, or in any contract, warrant or
other instrument sued by the Corporation, no holder of shares of the Corporation
shall be entitled, as such, as a matter of right to subscribe for or purchase
any part of any issue of shares or other securities of the Corporation, of any
class, series or kind whatsoever, and whether issued for cash, property,
services, by way of dividends, or otherwise.

         Section 482. Amendments to Terms of Senior Stock. If and to the extent
provided by the express terms of any series of the Senior Stock, the board of
directors may, without the consent of the holders of the outstanding shares of
such series or of the holders of any other shares of the Corporation (unless
otherwise provided in the express terms of any such other shares), interpret the
provisions of such series to resolve any inconsistency or ambiguity, remedy any
formal defect or make any other change or modification that does not adversely
affect the rights of the existing holders of such series.

                                   ARTICLE V.
                                   MANAGEMENT

         The following provisions shall govern the management of the business
and affairs of the Corporation and the rights, powers or duties of its security
holders, directors or officers:

         Section 501. Transactions with Interested Shareholders. The provisions
of 15 Pa.C.S. Section 2538 shall not be applicable to the Corporation.

         Section 502. Number of Directors. The number of directors of the
Corporation constituting the whole board and the number of directors
constituting each class of directors as provided by Section 501 shall be fixed
solely by resolution of the board of directors, except as otherwise provided in
the express terms of any class or series of Senior Stock with respect to the
election of directors upon the occurrence of a default in the payment of
dividends or in the performance of another express requirement of the terms of
such Senior Stock.

                                      -17-

<PAGE>

         Section 503. Straight Voting for Directors. The shareholders of the
Corporation shall not have the right to cumulate their votes for the election of
directors of the Corporation.

         Section 504. Adoption of Bylaws. Except as otherwise provided in the
express terms of any series of the Senior Stock:

                  (i) The shareholders shall have the power to adopt, amend or
         repeal, the bylaws of the Corporation only subject to the procedures
         and restrictions applicable to amendments of these articles of
         incorporation, including any provision of law requiring as a condition
         to adoption by the Corporation that the corporate action be approved
         also by the board of directors of the Corporation, and treating a
         direction by the board that the matter should be submitted to the
         shareholders, or the sufferance by the board that the matter be so
         submitted, as insufficient to satisfy the requirement of independent
         approval by the board of directors.

                  (ii) The board of directors of the Corporation shall have the
         full authority conferred by law upon the shareholders of the
         Corporation to adopt, amend or repeal the bylaws of the Corporation,
         including in circumstances otherwise reserved by statute exclusively to
         the shareholders. Any bylaw adopted by the board of directors under
         this paragraph shall be consistent with these articles of
         incorporation.

         Section 505. Authorization of Certain Mergers. Except as otherwise
provided in the express terms of any series of the Senior Stock and in addition
to any power otherwise vested by law in the board of directors o(pound) the
Corporation to effect (without the approval of the shareholders or any class or
series thereof) a merger of the Corporation with and into another corporation or
other association, the board of directors of the Corporation may authorize and
approve on behalf of the Corporation and its shareholders (without the approval
of the shareholders of the Corporation or any class or series thereof), a merger
of the Corporation with and into another corporation which shall be the
surviving corporation, if:

                  (i) The only parties to the merger are the Corporation and the
         surviving corporation.

                                      -18-

<PAGE>

                  (ii) The surviving corporation was, immediately prior to the
         effective date of the merger, a Pennsylvania corporation controlled
         directly or indirectly by the Corporation and a "public utility
         company" within the meaning of the Public Utility Holding Company Act
         of 1935 or any successor statute.

                  (iii) The plan of merger provides that each share of the
         Corporation outstanding immediately prior to the effective date of the
         merger is to be converted into, except as otherwise agreed by the
         holder thereof, an identical share o(pound) the surviving corporation
         after the effective date of the merger, and the holders of all such
         shares to be outstanding immediately after the effective date of the
         merger derived from shares of the Corporation will then be entitled to
         cast at least a majority of the votes entitled to be cast generally for
         the election of directors of the surviving corporation.

                  (iv) The additional shares, if any, of the surviving
         corporation to be outstanding immediately after the effective date of
         the merger are shares which the board of directors of the Corporation
         would have been authorized to issue (without the approval of the
         shareholders of the Corporation or any class or series thereof)
         immediately prior to the effective date of the merger.

                                   ARTICLE VI.
                                  MISCELLANEOUS

         Section 601. Headings. The headings of the various sections of these
articles of incorporation are for convenience of reference only and shall not
affect the interpretation of any of the provisions of these articles.

         Section 602. Reserved Power of Amendment. These articles of
incorporation may be amended in the manner and at the time prescribed by
statute, and all rights conferred upon shareholders herein are granted subject
to this reservation.

                                      -19-

<PAGE>

                        CONSENT TO APPROPRIATION OF NAME
                               DSCB:17.2 (REV 90)

         Pursuant to 19 Pa. Code Section 17.2 (relating to appropriation of the
name of a senior corporation) the undersigned association, desiring to consent
to the appropriation of its name by another association, hereby certifies that:

1.   The NAME of the association executing this Consent of Appropriation of Name
is: UGI Corporation (to be renamed "UGI Utilities, Inc.")

2.   The (a) ADDRESS of this association's current registered office in this
Commonwealth or (b) name of its commercial registered office provider and the
county of venue is (the Department is hereby authorized to correct the following
information to conform to the records of the Department):

(a) Box 858 Irwin Building,  Route 363, Valley Forge,   PA    19482  Montgomery
    ---------------------------------------------------------------------------
       Number and Street              City             State   Zip     County

(b) c/o:________________________________________________________________________
          Name of Commercial Registered Office ProvideR

          FOR AN ASSOCIATION REPRESENTED BY A COMMERCIAL REGISTERED OFFICE
          PROVIDER, THE COUNTY IN (B) SHALL BE DEEMED THE COUNTY IN WHICH THE
          ASSOCIATION IS LOCATED FOR VENUE AND OFFICIAL PUBLICATION PURPOSES.

3.   The DATE of its incorporation or other organization is: August 4, 1925

4.   The STATUTE under which it was incorporated or otherwise organized is: "An
     act authorizing the merger and consolidation of certain corporations"
     approved May 3, 1909, P.L. 408, and amendments and supplements thereto

5.   The association is (CHECK ONE):

     [X]  About to change its name.

     [ ]  About to cease to do business.

     [ ]  Being wound up.

     [ ]  About to withdraw from doing business in this Commonwealth.

6.   The ASSOCIATION(S) entitled to the benefit of this Consent to Appropriation
     of Name is (are): New UGI Corporation (to be renamed "UGI Corporation")

         IN TESTIMONY WHEREOF, the undersigned association has caused this
consent to be signed by a duly authorized officer thereof this 9th day of April,
1992.

                                               BY: [ Signature Illegible  ]
                                                   ------------------------
                                                         (Signature)

                                               TITLE: Senior Vice President

<PAGE>

Microfilm Number                               Filed with the Department of
                                               State on APR 09 1992
Entity Number 2069197                          [    Signature Illegible    ]
                                               -----------------------------
                                               SECRETARY OF THE COMMONWEALTH

               ARTICLES OF AMENDMENT-DOMESTIC BUSINESS CORPORATION
                              DSCB:15-1915 (Rev 90)

         In compliance with the requirements of 15 Pa.C.S. Section 1915
(relating to articles of amendment), the undersigned business corporation,
desiring to amend its Articles, hereby states that:

1.   The NAME of the corporation is: New UGI Corporation (to be renamed "UGI
     Corporation")

2.   The (a) ADDRESS of this corporation's current registered office in this
     Commonwealth or (b) NAME of its commercial registered office provider and
     the county of venue is (the Department is hereby authorized to correct the
     following information to

     conform to the records of the Department):

     (a) 460 North Gulph Road    King of Prussia     PA      19406    Montgomery
         -----------------------------------------------------------------------
           Number and Street         City           State     Zip       County

     (b)________________________________________________________________________
        Name of Commercial Registered Office Provider                     County

     For a corporation represented by a commercial registered office provider
     and the county in (b) shall be deemed the county in which the corporation
     is located for venue and official publication purposes.

3.   The STATUTE by or under which it was incorporated is: The Business
     Corporation Law of 1988 (15 Pa. C.S. Section 1101 et seq.)

4.   The DATE of its incorporation is: December 20, 1991

5.   (CHECK, AND IF APPROPRIATE COMPLETE, ONE OF THE FOLLOWING):

     [ ] The amendment shall be effective upon filing these Articles of
Amendment in the Department of State.

     [X] The amendment shall be effective on: April 10 at 12 :00 noon Date Hour

6.   (CHECK ONE OF THE FOLLOWING):

     [X] The amendment was adopted by the shareholders (or members) pursuant to
     15 Pa.C.S. Section 1914(a) and (b).

     [ ] The amendment was adopted by the board of directors pursuant to 15
     Pa.C.S. Section 1914(c).

7.   (CHECK, AND IF APPROPRIATE COMPLETE, ONE OF THE FOLLOWING):

[ ] The amendment adopted by the corporation, set forth in full, is as follows:

[X] The amendment adopted by the corporation as set forth in full in Exhibit A
is attached hereto arid made a part hereof.

<PAGE>

DSCB:15-1915 (Rev 90) - 2

8.   (CHECK IF THE AMENDMENT RESTATES THE ARTICLES):

[X] The restated Articles of Incorporation supersede the original Articles and
all amendments thereto.

         IN TESTIMONY WHEREOF, the undersigned corporation has caused these
Articles of Amendment to be signed by a duly authorized officer thereof this 9th
day of April, 1992

                                                      New UGI Corporation
                                                     (Name of Corporation)

                                               BY:    [Signature Illegible]
                                                  ------------------------------
                                                          (Signature)

                                               TITLE: President

<PAGE>

                                                                       EXHIBIT A

                              AMENDED AND RESTATED
                            ARTICLES OF INCORPORATION
                                       OF
                                 UGI CORPORATION

                                   ARTICLE I.
                                      NAME

                         The name of the Corporation is:

                                 UGI CORPORATION

                                   ARTICLE II.
                                     ADDRESS

         The address of the registered office of the Corporation in this
Commonwealth is:

                              460 North Gulph Road
             King of Prussia, Montgomery County, Pennsylvania 19406

                                  ARTICLE III.
                                     PURPOSE

         The purpose or purposes for which the corporation is incorporated under
the Business Corporation Law of 1988 are to engage in, and do any lawful act
concerning, any or all lawful business for which corporations may be
incorporated under said Business Corporation Law, including, but not limited to
manufacturing, processing, owning, using and dealing in personal property of
every class and description, engaging in research and development, the
furnishing of services, and acquiring, owning, using and disposing of real
property of every nature whatsoever.

                                   ARTICLE IV.
                                  CAPITAL STOCK

         The aggregate number of shares which the Corporation shall have the
authority to issue is 110,001,000 shares, divided into 100,000,000 shares of
Common Stock, without par value (hereinafter called the "Common Stock"), 1,000
shares of Restructuring Stock, without par value (hereinafter called the
"Restructuring Stock"), 5,000,000 shares of Series Preference Stock, without par
value (hereinafter called the "Preference Stock"), and 5,000,000 shares of
Series Preferred

                                      -1-

<PAGE>

Stock, without par value (hereinafter called the "Preferred Stock") (the
Restructuring Stock, the Preference Stock and the Preferred Stock are
hereinafter collectively called the "Senior Stock"). The board of directors
shall have the full authority permitted by law to determine the voting rights,
if any, and designations, preferences, limitations, and special rights of any
class or any series of any class of the Preference Stock or of the Preferred
Stock that may be desired.

                                     PART 1
                                 PREFERRED STOCK
                                   (Reserved)

                                     PART 2
                                PREFERENCE STOCK

                                   Division A
                      General Terms of the Preference Stock

         The following provisions in this Division A (hereinafter referred to as
the "General Terms of the Preference Stock") shall apply to the First Series
Preference Stock and, if and to the extent expressly incorporated by reference
in a resolution or resolutions of the Board of Directors or any committee
thereof establishing and designating any other series of the Preference Stock,
to any other Preference Stock hereafter issued by the Corporation. The
Preference Stock shall be considered "Junior Stock" as that term may be defined
in the terms of any series of the Preferred Stock. (The resolution or
resolutions of the Board of Directors or any committee thereof establishing and
designating any series of the Preference Stock is hereinafter referred to as the
"Board Resolution," except that in the case of the First Series Preference Stock
the term Board Resolution shall mean the special terms of the First Series
Preference Stock set forth in Division B of these articles of incorporation.)

         Section 201. General. Except as otherwise provided in a Board
Resolution, all Preference Stock of all series shall be identical to each other.
In case with respect to the Preference Stock of all series which rank equally as
to payment of dividends and distributions upon liquidation, the stated dividends
or the amounts payable upon liquidation established by a Board Resolution, or
both, are not paid in full, all Preference

                                      -2-

<PAGE>

Stock of such series shall participate ratably in the payment of dividends,
including accumulations, if any, in accordance with the sums which would be
payable thereon if all dividends thereon were declared and paid in full, and, in
any distribution of assets other than by way of dividends, in accordance with
the sums which would be payable on such distribution if all sums payable thereon
to holders of such series of Preference Stock were discharged in full.

         Section 202. Dividends.

         (a) The holders of the Preference Stock of each series shall be
entitled, subject to any preference of the Preferred Stock with respect to
dividends, to receive and the Corporation shall be obliged to pay, but only when
and as declared by its Board of Directors and only out of funds legally
available for the payment of such distributions under 15 Pa.C.S. Section 1551
(relating to distributions to shareholders) or any corresponding superseding
provision of law, cash dividends at such rate or rates per share per annum for
each particular series as shall have been fixed by the Board of Directors in the
Board Resolution for such series, and no more, payable quarterly on the first
day of each January, April, July and October. Such dividends on the Preference
Stock shall be cumulative from the dates as follows: (a) in the case of shares
issued prior to the record date for the initial dividend on shares of the series
of which such shares shall constitute a part, then from the date fixed for such
purpose by the Board of Directors in the Board Resolution; (b) if issued during
the period commencing immediately after the record date for a dividend on shares
of such series and terminating at the close of the payment date for such
dividend, then from such dividend payment date; and (c) otherwise from the
dividend payment date next preceding the date of issue of such shares, except
that in the event dividends on all outstanding Preference Stock for all past
quarterly dividend periods shall not have been paid and full dividends thereon
for the then current dividend period not declared and a sum sufficient for the
payment thereof set apart, then such dividends shall be cumulative from the most
recent date when all such dividends have been so paid, declared and set aside.

         (b) Subject to the provisions hereinafter contained in Section 206,
funds legally available for distribution to shareholders under 15 Pa.C.S.
Section 1551 or under any corresponding superseding provision of law after
dividends on all outstanding Preference Stock for all past quarterly periods
shall have been paid and full dividends thereon for the then current dividend

                                      -3-

<PAGE>

period declared and a sum sufficient for the payment thereof set apart may be
paid to the holders of the Common Stock and other shares ranking junior to the
Preference Stock with respect to the payment of dividends.

             Section 203. Redemption.

         (a) The Corporation, at the option of its Board of Directors, may
redeem all or any of the outstanding Preference Stock or all or any shares of
any series thereof at any time or from time to time, upon payment in cash in
respect of the shares so redeemed at the price fixed by the Board of Directors
in the Board Resolution in respect of the series of which such shares shall
constitute a part, plus an amount equal to all accumulated and unpaid dividends
thereon to the date of redemption, whether or not such dividends shall have been
earned or declared (such price, together with an amount equal to all such
accumulated and unpaid dividends, being hereinafter called the "redemption
price"). Any such redemption shall be in such amount, at such place, and in such
manner, as the Board of Directors may determine. In the case of a redemption of
less than all the outstanding Preference Stock of any series, the particular
shares to be so redeemed shall be by lot or by such other equitable method as
the Board of Directors shall determine.

         (b) Not less than 15 days nor more than 90 days prior to the date fixed
for such redemption, notice of redemption shall be published once in a newspaper
of general circulation published in the Borough of Manhattan, New York, New
York, and written notice thereof shall be mailed by the Corporation to the
several holders of record of the Preference Stock to be so redeemed, at their
respective addresses as the same appear upon the books of the Corporation.

         (c) From and after the date fixed in any such notice as the date of
redemption (unless default shall be made by the corporation in providing moneys
at the time and place specified for the payment of the redemption price pursuant
to said notice), all dividends on the Preference Stock thereby called for
redemption shall cease to accrue and all rights of the holders thereof as
shareholders in the Corporation, except the right to receive the redemption
price, without interest, shall cease and terminate, and such Preference Stock
shall not be deemed outstanding for any purpose.

         (d) The Corporation may, however, give or irrevocably authorize the
"Depositary" (as hereinafter defined) forthwith to

                                      -4-

<PAGE>

give written notice (in the same manner as the notice of redemption is required
to be given as provided in subsection (b)) to the holders of all the Preference
Stock selected for redemption that the redemption price has been or will on a
date specified be deposited with a designated bank or trust company, having an
office in New York, New York or Philadelphia, Pennsylvania and having capital
and surplus of not less than $10,000,000 (the "Depositary"), in trust for the
account of the holders of such Preference Stock and that such holders may
receive in cash the redemption price of such Preference Stock from the
Depositary on or after the date of such deposit upon the surrender of their
share certificates without awaiting the date fixed for redemption. In such
event, if the redemption price shall have been so deposited by the Corporation
with the Depositary, all rights of the holders of the shares called for
redemption, as shareholders of the Corporation, except the right to receive the
redemption price, without interest, from the Depositary, shall cease and
terminate upon the date of such deposit or the date of the giving of such notice
or authority, whichever be later, and such Preference Stock shall thereafter not
be deemed to be outstanding for any purpose; provided, however, that conversion
rights, if any, of shares called for redemption shall terminate at the close of
business on the business day next preceding the date fixed for redemption. Any
moneys so deposited which shall remain unclaimed by the holders of such
Preference Stock at the end of five years after the date so fixed for redemption
shall be paid by the Depositary to the Corporation, after which the holders of
such Preference Stock shall look only to the Corporation for payment of the
redemption price thereof.

         (e) Unless otherwise provided by resolution of the Board of Directors,
all Preference Stock so redeemed by the Corporation shall be canceled and
restored to the status of authorized but unissued Preference Stock without
series designation.

         Section 204. Liquidation.

         (a) On any voluntary or involuntary liquidation (which shall include
dissolution and winding up) of the Corporation, before any payment or
distribution shall be made to the holders of any Common Stock or shares of any
other class which, with respect to distributions upon liquidation, shall rank
junior to the Preference Stock, the holders of the Preference Stock, subject to
any preference of the Preferred Stock, shall be entitled to be paid the amount
or amounts fixed therefor by the

                                      -5-

<PAGE>

Board of Directors in the Board Resolution in respect of each outstanding series
of Preference Stock, which stated amounts may vary as between voluntary and
involuntary liquidation distributions, plus in each case an amount equal to all
accumulated and unpaid dividends thereon to the date of such payment, whether or
not such dividends shall have been earned or declared.

         (b) After such payment shall have been made in full to the holders of
Preference Stock, they shall be entitled to no further payment or distribution.

         (c) Neither a consolidation or merger of the Corporation with or into
any other corporation, nor a merger of any other corporation into the
Corporation, nor a division or a reorganization of the Corporation, nor a share
exchange to which the Corporation is a party, nor the purchase or redemption of
all or part of the outstanding shares of any class or classes of the
corporation, nor a sale, lease, conveyance or other disposition of all or any
part of its assets shall be considered a liquidation of the Corporation within
the meaning of this Section 204.

                  Section 205. Voting Rights.

         (a) Except as herein expressly provided to the contrary or in the Board
Resolution or as otherwise required by law, the holders of the Preference Stock
shall have no right to vote at, or to participate in, any meeting of
shareholders of the Corporation, or to receive any notice of such meeting.

         (b) In the event that dividends upon any of the Preference Stock shall
be in arrears to an amount equal to six full quarterly dividends thereon, the
holders of the Preference Stock as to which dividends are so in arrears, subject
to the terms of the Preferred Stock, shall become entitled to the extent
hereinafter provided to vote noncumulatively at all elections of directors of
the Corporation, and to receive notice of all shareholders meetings to be held
for such purpose. At such meetings the holders of such Preference Stock, voting
separately as a class, shall be entitled to elect two members of the Board of
Directors of the Corporation; and all other directors of the Corporation shall
be elected by the other shareholders of the Corporation entitled to vote in the
election of directors. Such voting rights of the holders of such Preference
Stock shall continue until all accumulated and unpaid dividends thereon shall
have been paid, whereupon all such voting rights of the

                                      -6-

<PAGE>

holders of such Preference Stock shall cease, subject to being again revived
from time to time upon the reoccurrence of the conditions above described as
giving rise thereto.

         (c) At any time after the accrual of voting rights to the holders of
such Preference Stock in accordance with subsection (b), a special meeting of
the holders of such Preference Stock, for the purpose of the initial exercise of
such voting rights, shall be held, upon 30 days' notice, upon call by the
Secretary of the Corporation at the written request of the holders of not less
than 10% of such Preference Stock at the time outstanding, or, if the Secretary
shall fail or neglect to call such meeting within 30 days after receipt of such
request, then upon call by the holders of not less than 10% of such Preference
Stock at the time outstanding. The terms of office, as directors, of all persons
who may be directors of the Corporation, except those directors, if any, elected
by the holders of the Preferred Stock as a class, shall terminate upon the
election of directors by the holders of the Preference Stock. The holders of the
Common Stock, subject to the terms of the Preferred Stock, shall have the right
to elect the remaining directors of the Corporation.

         (d) So long as the holders of such Preference Stock are entitled
hereunder to voting rights, any vacancy in the Board of Directors caused by the
death or resignation of any director elected by the holders of such Preference
Stock, shall, until the next meeting of shareholders for the election of
directors, in each case be filled by the remaining director elected by the
holders of such Preference Stock. In the event of simultaneous vacancies among
directors elected by the holders of Preference Stock, an election, pursuant to
the provisions of this section.

         (e) Upon termination of the voting rights of the holders of such
Preference Stock, the terms of office of all persons who shall have been elected
directors of the Corporation by vote of the holders of such Preference Stock or
by a director elected by such holders shall forthwith terminate, and any
vacancies resulting from such termination shall be filled by the vote of a
majority of the remaining directors.

         Section 206. Restriction on Dividends and Purchase of Stock.

         (a) So long as any Preference Stock of any series shall remain
outstanding, no dividend (other than dividends payable in Common Stock or other
shares of the Corporation of a class ranking junior to the Preference Stock of
such series with

                                      -7-

<PAGE>

respect to dividends and distributions upon liquidation) shall be paid on Common
Stock or shares of any other class which, with respect to payment of dividends
or distributions upon liquidation, shall rank junior to the Preference Stock of
such series ("junior shares"), nor shall any junior shares be purchased,
retired, or otherwise acquired by the Corporation, other than by exchange
therefor of junior shares or out of the proceeds of a substantially concurrent
sale of junior shares unless:

                  (i) all dividends on all outstanding Preference Stock of such
         series for all past quarterly dividend periods shall have been paid and
         full dividends thereon for the then current quarterly dividend period
         declared and a sum sufficient for the payment thereof set apart; and

                  (ii) the Corporation shall not be in arrears in respect of any
         sinking fund obligation or obligation of a similar nature with respect
         to Preference Stock of such series or any other series ranking equally
         therewith with respect to payment of dividends or distributions upon
         liquidation.

         (b) So long as any Preference Stock of any series shall remain
outstanding, unless:

                  (i) all dividends on all outstanding Preference Stock of such
         series for all past quarterly dividend periods shall have been paid and
         full dividends thereon for the then current quarterly dividend period
         declared and a sum sufficient for the payment thereof set apart; and

                  (ii) the Corporation shall not be in arrears in respect of any
         sinking fund obligation or obligation of a similar nature in respect of
         Preference Stock of such series or any other series ranking equally
         therewith with respect to payment of dividends and distribution upon
         liquidation;

none of the Preference Stock of such series, nor any parity shares, as
hereinafter defined, shall be purchased, retired or otherwise acquired by the
Corporation (except by redemption of all shares of such series and all parity
shares then outstanding, or except in accordance with a purchase or exchange
offer made to holders of all shares of such series and all parity shares
outstanding which, considering the annual dividend rates and other relative
rights and preferences of such shares, in the opinion of the Board of Directors
(whose determination

                                      -8-

<PAGE>

shall be conclusive) will result in fair and equitable treatment among all such
shares). "Parity shares" as used herein means shares (including shares of
Preference Stock of other series) ranking equally with the Preference Stock of
such series with respect to payment of dividends and distributions upon
liquidation.

         Section 207. Corporate Action Requiring Consent of Preference Stock.

         (a) Without the consent of the holders of at least a majority of the
Preference Stock at the time outstanding, given in person or by proxy, either in
writing according to law or at a meeting of shareholders called for the purpose,
the Corporation shall not;

                  (i) authorize any new class of shares, or an increase in the
         authorized amount of any class of shares, which shall rank equally with
         the Preference Stock with respect to payment of dividends or
         distributions upon liquidation, except that if shares of such class
         would rank equally to one or more but not all of the several series of
         the Preference Stock at the time outstanding, the consent of the
         holders of a majority of the shares of all series with respect to which
         shares of such class would rank equally shall be required in lieu of
         the consent of holders of all Preference Stock;

                  (ii) increase the authorized Preference Stock to an amount in
         excess of 5,000,000; or

                  (iii) merge into or consolidate with any other corporation or
         corporations, become a party to a share exchange or division, or sell,
         lease or otherwise dispose of all or substantially all of its assets,
         unless such merger, consolidation, share exchange, division, sale,
         lease or other disposition shall have been ordered, permitted or
         approved by the Securities and Exchange Commission under the provisions
         of the Public Utility Holding Company Act of 1935 as now in effect or
         as hereafter amended or by any successor commission.

         (b) Without the consent of the holders of at least two- thirds of the
Preference Stock outstanding, given in person or by proxy, either in writing
according to law or at a meeting of shareholders called for the purpose, the
Corporation shall not:

                                      -9-

<PAGE>

                  (i) authorize any new class of shares, or an increase in the
         authorized amount of any class of shares, which will rank prior to the
         Preference Stock with respect to payment of dividends or distributions
         upon liquidation; or

                  (ii) adopt or effect any amendment to its articles of
         incorporation that would adversely affect the rights or preferences of
         the Preference Stock (except as may be expressly permitted under
         subsection (a) of this Section 207 with the consent of the holders of a
         majority of the Preference Stock), except that if any such amendment
         shall adversely affect the rights or preferences of one or more, but
         not all, of the several series of Preference Stock at the time
         outstanding, the consent of the holders of at least two-thirds of the
         shares of all series adversely affected, similarly given, shall be
         required in lieu of the consent of the holders of two-thirds of the
         Preference Stock.

         (c) The provisions of this section shall not prevent the Board of
Directors from establishing and designating, without a vote of the holders of
the Preference Stock, one or more series of the Preference Stock which shall
rank prior to shares of other series of the Preference Stock with respect to
payment of dividends or distributions upon liquidations.

                                   Division B
                 Special Terms of First Series Preference Stock.

         The first series of the Preference Stock shall consist of 1,000,000
shares and shall be designated as First Series Preference Stock.

         Section 221. Dividends and Distributions.

         (a) The quarterly dividend rate of the shares of First Series
Preference Stock shall be the greater of (x) $50.00 or (y) subject to the
provision for adjustment hereinafter set forth 200 times the aggregate per share
amount of all cash dividends, and 200 times the aggregate per share amount
(payable in kind) of all non-cash dividends or other distributions other than a
dividend payable in shares of Common Stock or a subdivision of the outstanding
shares of Common Stock (by reclassification or otherwise), declared on the
Common Stock since the immediately preceding quarterly dividend payment date
(the "Quarterly Dividend Payment Date"), or, with respect to the first Quarterly
Dividend Payment Date, since the first issuance

                                      -10-

<PAGE>

of any share or fraction of a share of First Series Preference Stock. In the
event the Corporation shall at any time:

                  (i) declare any dividend on Common Stock payable in shares of
         Common Stock;

                  (ii) subdivide the outstanding Common Stock;

                  (iii) combine the outstanding Common Stock into a smaller
         number of shares; or

                  (iv) issue any shares of its capital stock in a
         reclassification of the outstanding Common Stock;

then in each such case the amounts to which holders of shares of First Series
Preference Stock were entitled immediately prior to such event under clause (x)
and clause (y) of the preceding sentence shall be adjusted by multiplying each
such amount by a fraction the numerator of which is the number of shares of
Common Stock outstanding immediately after such event and the denominator of
which is the number of shares of Common Stock that were outstanding immediately
prior to such event.

         (b) The Corporation shall declare a dividend or distribution on the
First Series Preference Stock as provided in subsection (a) immediately after it
declares a dividend or distribution on the Common Stock (other than a dividend
payable in shares of Common Stock), except that, in the event no dividend or
distribution shall have been declared on the Common Stock during the period
between any Quarterly Dividend Payment Date and the next subsequent Quarterly
Dividend Payment Date, a dividend of $50 per share on the First Series
Preference Stock shall nevertheless be payable on such subsequent Quarterly
Dividend Payment Date.

         Section 222. Voting Rights. The holders of shares of First Series
Preference Stock shall have the following voting rights:

         (a) Subject to the provision for adjustment hereinafter set forth, each
share of First Series Preference Stock shall entitle the holder thereof to 200
votes on all matters submitted to a vote of the shareholders of the Corporation.
In the event the Corporation shall at any time:

                  (i) declare any dividend on Common Stock payable in shares of
         Common Stock;

                                      -11-

<PAGE>

                  (ii) subdivide the outstanding Common Stock;

                  (iii) combine the outstanding Common Stock into a smaller
         number of shares; or

                  (iv) issue any shares of its capital stock in a
         reclassification of the outstanding Common Stock;

then in each such case the number of votes per share to which holders of shares
of First Series Preference Stock were entitled immediately prior to such event
shall be adjusted by multiplying such number by a fraction the numerator of
which is the number of shares of Common Stock outstanding immediately after such
event and the denominator of which is the number of shares of Common Stock that
were outstanding immediately prior to such event.

         (b) Except as otherwise provided in this section or by law, the holders
of shares of First Series Preference Stock and the holders of shares of Common
Stock shall vote together as one class on all matters submitted to a vote of
shareholders of the Corporation.

             Section 223. Liquidation.

         (a) Upon any voluntary liquidation, dissolution or winding up of the
Corporation and subject to the distributions to be made with respect to
Preferred or Preference Stock senior to the First Series Preference Stock, no
distribution shall be made to the holders of shares of stock ranking junior
(either as to dividends or upon liquidation, dissolution or winding up) to the
First Series Preference Stock unless, prior thereto, the holders of shares of
First Series Preference Stock shall have received $100 per share, plus an amount
equal to accrued and unpaid dividends and distributions thereon, whether or not
declared, to the date of such payment (the "First Series Liquidation
Preference"). Following the payment of the full amount of the First Series
Liquidation Preference, no additional distributions shall be made to the holders
of shares of First Series Preference Stock unless, prior thereto, the holders of
shares of Common Stock have received an amount per share (the "Common
Adjustment") equal to the quotient obtained by dividing (x) the First Series
Liquidation Preference by (y) 200 (as appropriately adjusted as set forth in
subparagraph (c) below to reflect such events as stock splits, stock dividends
and recapitalizations with respect to the Common Stock) (such number in clause
(y), the "Adjustment Number"). Following the payment of the full

                                      -12-

<PAGE>

amount of the First Series Liquidation Preference and the Common Adjustment in
respect of all outstanding shares of First Series Preference Stock and Common
Stock, respectively, holders of First Series Preference Stock and holders of
shares of Common Stock shall receive their ratable and proportionate share of
the remaining assets to be distributed in the ratio of the Adjustment Number to
one with respect to such First Series Preference Stock and Common Stock, on a
per share basis, respectively.

         (b) In the event, however, that there are not sufficient assets
available to permit payment in full of the First Series Liquidation Preference
and the liquidation preferences of all other series of Preferred or Preference
Stock, if any, which rank on a parity with the First Series Preference Stock,
then such remaining assets shall be distributed ratably to the holders of such
parity shares in proportion to their respective liquidation preferences. In the
event, however, that there are not sufficient assets available to permit payment
in full of the Common Adjustment, then such remaining assets shall be
distributed ratably to the holders of Common Stock.

         (c) In the event the Corporation shall at any time:

                  (i) declare any dividend on Common Stock payable in shares of
         Common Stock;

                  (ii) subdivide the outstanding Common Stock;

                  (iii) combine the outstanding Common Stock into a smaller
         number of shares; or

                  (iv) issue any shares of its capital stock in reclassification
         of the outstanding Common Stock;

then in each such case the Adjustment Number in effect immediately prior to such
event shall be adjusted by multiplying such Adjustment Number by a fraction the
numerator of which is the number of shares of Common Stock outstanding
immediately after such event and the denominator of which is the number of
shares of Common Stock that were outstanding immediately prior to such event.

         Section 224. Consolidation, Merger, etc. In case the Corporation shall
enter into any consolidation, merger, combination, share exchange, division or
other transaction in which the shares of Common Stock are exchanged for or
changed

                                      -13-

<PAGE>

into other stock or securities, cash and/or any other property, then in any such
case the shares of First Series Preference Stock shall at the same time be
similarly exchanged or changed in an amount per share (subject to the provision
for adjustment hereinafter set forth) equal to 200 times the aggregate amount of
stock, securities, cash and/or any other property (payable in kind), as the case
may be, into which or for which each share of Common Stock is changed or
exchanged. In the event the Corporation shall at any time:

                  (i) declare any dividend on Common Stock payable in shares of
         Common Stock;

                  (ii) subdivide the outstanding Common Stock;

                  (iii) combine the outstanding Common Stock into a smaller
         number of shares; or

                  (iv) issue any shares of its capital stock in a
         reclassification of the outstanding Common Stock;

then in each such case the amount set forth in the preceding sentence with
respect to the exchange or change of shares of First Series Preference Stock
shall be adjusted by multiplying such amount by a fraction the numerator of
which is the number of shares of Common Stock outstanding immediately after such
event and the denominator of which is the number of shares of Common Stock that
were outstanding immediately prior to such event.

         Section 225. No Redemption. The shares of First Series Preference Stock
shall not be redeemable.

         Section 226. Ranking. The First Series Preference Stock shall rank
junior to all other series of the Senior Stock as to the payment of dividends
and the distribution of assets, unless the terms of any such series shall
provide otherwise.

         Section 227. Fractional Shares. First Series Preference Stock may be
issued in fractions of a share which shall entitle the holder, in proportion to
such holder's fractional shares, to exercise voting rights, receive dividends,
participate in distributions and to have the benefit of all other rights of
holders of First Series Preference Stock.

                                      -14-

<PAGE>

                                     PART 3
                               RESTRUCTURING STOCK

         Section 461. Voting Rights. At all meetings of the shareholders of the
Corporation, the holders of Restructuring Stock shall be entitled to one vote
for each share of Restructuring Stock held by them, respectively, except as
otherwise expressly provided in this article. Except as otherwise provided in
this article or by law, holders of Restructuring Stock and Common Stock, and any
other series of the Senior Stock having voting rights as a single class with the
Common Stock, shall vote together as a single class.

         Section 462. Dividend and Other Distribution Rights. Whenever full
dividends or other distributions on all series of the Preferred Stock and the
Preference Stock at the time outstanding having preferential dividend or other
distribution rights shall have been paid or declared and set apart for payment
or otherwise made, then such dividends (payable in cash or otherwise) or other
distributions, as may be determined by the board of directors may be declared
and paid or otherwise made on the Restructuring Stock, but only out of funds
legally available for the payment of such distributions under 15 Pa.C.S. Section
1551 (relating to distributions to shareholders) or under any corresponding
superseding provision of law.

         Section 463. Liquidation Rights. In the event of any liquidation,
dissolution or winding up of the Corporation, after paying or providing for the
payment to the holders of shares of all series of the Preferred Stock and
Preference Stock of the full distributive amounts to which they are respectively
entitled, as provided in this article, the holders of Restructuring Stock shall
be entitled to receive, as a liquidating distribution and in lieu of any other
share in the net assets of the Corporation, all equity securities owned by the
Corporation other than any "voting security" of any "public utility company" or
"holding company," as those terms are then defined in the Public Utility Holding
Company Act of 1935 or any successor statute.

         Section 464. Exchange Rights. Upon written notice to the Corporation,
accompanied by a certificate or certificates representing all of the then
outstanding shares of Restructuring Stock, the holders of the Restructuring
Stock shall be entitled to exchange such shares for all equity securities then
owned by

                                      -15-

<PAGE>

the Corporation other than any "voting security" of any "public utility company"
or "holding company," as those terms are then defined in the Public Utility
Holding Company Act of 1935 or any successor statute.

         Section 465. Restrictions on Issuance or Transfer. Shares of
Restructuring Stock may be issued or transferred only to a corporation
substantially all of the common or residual securities of which are owned,
directly or indirectly, by the Corporation.

                                     PART 4
                                  COMMON STOCK

         Section 471. Voting Rights. At all meetings of the shareholders of the
Corporation, the holders of Common Stock shall be entitled to one vote for each
share of Common Stock held by them, respectively, except as otherwise expressly
provided in this article.

         Section 472. Dividend and Other Distribution Rights. Whenever full
dividends or other distributions on all series of the Senior Stock at the time
outstanding having preferential dividend or other distribution rights shall have
been paid or declared and set apart for payment or otherwise made, then such
dividends (payable in cash or otherwise) or other distributions, as may be
determined by the board of directors may be declared and paid or otherwise made
on the Common Stock, but only out of funds legally available for the payment of
such distributions under 15 Pa.C.S. Section 1551 (relating to distributions to
shareholders) or under any corresponding superseding provision of law.

         Section 473. Liquidation Rights. In the event of any liquidation,
dissolution or winding up of the Corporation, the assets and funds of the
Corporation available for distribution to shareholders, after paying or
providing for the payment to the holders of shares of all series of the Senior
Stock of the full distributive amounts to which they are respectively entitled,
as provided in this article, shall be divided among and paid to the holders of
Common Stock according to their respective shares.

                                      -16-

<PAGE>

                                     PART 5
                                     GENERAL

         Section 481. Preemptive Rights. Except as otherwise provided in the
express terms of any class or series of shares, or in any contract, warrant or
other instrument issued by the Corporation, no holder of shares of the
Corporation shall be entitled, as such, as a matter of right to subscribe for or
purchase any part of any issue of shares or other securities of the Corporation,
of any class, series or kind whatsoever, and whether issued for cash, property,
services, by way of dividends, or otherwise.

         Section 482. Amendments to Terms of Senior Stock. If and to the extent
provided by the express terms of any series of the Senior Stock, the board of
directors may, without the consent of the holders of the outstanding shares of
such series or of the holders of any other shares of the Corporation (unless
otherwise provided in the express terms of any such other shares), interpret the
provisions of such series to resolve any inconsistency or ambiguity, remedy any
formal defect or make any other change or modification that does not adversely
affect the rights of the existing holders of such series.

                                   ARTICLE V.
                                   MANAGEMENT

         The following provisions shall govern the management of the business
and affairs of the Corporation and the rights, powers or duties of its security
holders, directors or officers:

         Section 501. Transactions with Interested Shareholders. The provisions
of 15 Pa.C.S. Section 2538 shall not be applicable to the Corporation.

         Section 502. Number of Directors. The number of directors of the
Corporation constituting the whole board and the number of directors
constituting each class of directors as provided by Section 501 shall be fixed
solely by resolution of the board of directors, except as otherwise provided in
the express terms of any class or series of Senior Stock with respect to the
election of directors upon the occurrence of a default in the payment of
dividends or in the performance of another express requirement of the terms of
such Senior Stock.

                                      -17-

<PAGE>

         Section 503. Straight Voting for Directors. The shareholders of the
Corporation shall not have the right to cumulate their votes for the election of
directors of the Corporation.

         Section 504. Adoption of Bylaws. Except as otherwise provided in the
express terms of any series of the Senior Stock:

                  (i) The shareholders shall have the power to adopt, amend or
         repeal the bylaws of the Corporation only subject to the procedures and
         restrictions applicable to amendments of these articles of
         incorporation, including any provision of law requiring as a condition
         to adoption by the Corporation that the corporate action be approved
         also by the board of directors of the Corporation, and treating a
         direction by the board that the matter should be submitted to the
         shareholders, or the sufferance by the board that the matter be so
         submitted, as insufficient to satisfy the requirement of independent
         approval by the board of directors.

                  (ii) The board of directors of the Corporation shall have the
         full authority conferred by law upon the shareholders of the
         Corporation to adopt, amend or repeal the bylaws of the Corporation,
         including in circumstances otherwise reserved by statute exclusively to
         the shareholders. Any bylaw adopted by the board of directors under
         this paragraph shall be consistent with these articles of
         incorporation.

         Section 505. Authorization of Certain Mergers. Except as otherwise
provided in the express terms of any series of the Senior Stock and in addition
to any power otherwise vested by law in the board of directors of the
Corporation to effect (without the approval of the shareholders or any class or
series thereof) a merger of the Corporation with and into another corporation or
other association, the board of directors of the Corporation may authorize and
approve on behalf of the Corporation and its shareholders (without the approval
of the shareholders of the Corporation or any class or series thereof), a merger
of the Corporation with and into another corporation which shall be the
surviving corporation, if:

                  (i) The only parties to the merger are the Corporation and the
         surviving corporation.

                  (ii) The surviving corporation was, immediately prior to the
         effective date of the merger, a Pennsylvania

                                      -18-

<PAGE>

         corporation controlled directly or indirectly by the Corporation and a
         "public utility company" within the meaning of the Public Utility
         Holding Company Act of 1935 or any successor statute.

                  (iii) The plan of merger provides that each share of the
         Corporation outstanding immediately prior to the effective date of the
         merger is to be converted into, except as otherwise agreed by the
         holder thereof, an identical share of the surviving corporation after
         the effective date of the merger, and the holders of all such shares to
         be outstanding immediately after the effective date of the merger
         derived from shares of the Corporation will then be entitled to cast at
         least a majority of the votes entitled to be cast generally for the
         election of directors of the surviving corporation.

                  (iv) The additional shares, if any, of the surviving
         corporation to be outstanding immediately after the effective date of
         the merger are shares which the board of directors of the Corporation
         would have been authorized to issue (without the approval of the
         shareholders of the Corporation or any class or series thereof)
         immediately prior to the effective date of the merger.

                                   ARTICLE VI.
                                  MISCELLANEOUS

         Section 601. Headings. The headings of the various sections of these
articles of incorporation are for convenience of reference only and shall not
affect the interpretation of any of the provisions of these articles.

         Section 602. Reserved Power of Amendment. These articles of
incorporation may be amended in the manner and at the time prescribed by
statute, and all rights conferred upon shareholders herein are granted subject
to this reservation.

                                      -19-

<PAGE>

                                               Filed in the Department of
                                               State on FEB 26 2003
2069197                                        [      Signature Illegible     ]
                                               --------------------------------
                                               SECRETARY OF THE COMMONWEALTH

                              ARTICLES OF AMENDMENT
                                     TO THE
                 AMENDED AND RESTATED ARTICLES OF INCORPORATION
                                       OF
                                 UGI CORPORATION

                  UGI Corporation (the "Corporation"), a corporation organized
and subsisting under and by virtue of the Pennsylvania Business Corporation Law
of 1988, as amended (the "BCL"), in compliance with Section 1915 of the BCL,
does hereby certify:

         1.       The name of the Corporation is UGI Corporation.

         2.       The address of the registered office of the Corporation in the
Commonwealth of Pennsylvania is 460 North Gulph Road, King of Prussia,
Montgomery County, Pennsylvania 19406.

         3.       The Corporation was incorporated pursuant to the BCL.

         4.       The corporation was incorporated on December 20, 1991.

         5.       This Amendment to the Amended and Restated Articles of
Incorporation shall be effective upon their filing with the Department of State
of the Commonwealth of Pennsylvania.

         6.       At a meeting of the Board of Directors of the Corporation (the
"Board") on February 25, 2003, in accordance with the authority contained in
Section 1914(c)(2)(iv) of the BCL, the Board duly adopted a resolution proposing
and declaring advisable the following amendment to the Corporation's Amended and
Restated Articles of Incorporation:

                  NOW THEREFORE, BE IT RESOLVED, that the following paragraph
shall be inserted at the end of Article IV of the Corporation's Amended and
Restated Articles of Incorporation:

         "Any or all classes and series of shares, or any part thereof, may be
         represented by uncertificated shares to the extent determined by the
         Board of Directors, except that any shares represented by a certificate
         that are issued and outstanding shall continue to be represented
         thereby until the certificate is surrendered to the Corporation."

                  IN WITNESS WHEREOF, these Articles of Amendment to the Amended
and Restated Articles of Incorporation have been duly executed by the
undersigned this 25th day of February, 2003.

                                               UGI CORPORATION

                                               By: /s/ Margaret M. Calabrese
                                                   ----------------------------
                                               Name:  Margaret M. Calabrese
                                               Title: Assistant Secretary

<PAGE>

                                               Filed in the Department of
                                               State on FEB 26 2003
2069197                                        [      Signature Illegible     ]
                                               --------------------------------
                                               SECRETARY OF THE COMMONWEALTH

                              ARTICLES OF AMENDMENT
                                     TO THE
                 AMENDED AND RESTATED ARTICLES OF INCORPORATION
                                       OF
                                 UGI CORPORATION

         UGI Corporation (the "Corporation"), a corporation organized and
subsisting under and by virtue of the Pennsylvania Business Corporation Law of
1988, as amended (the "BCL"), in compliance with Section 1915 of the BCL, does
hereby certify:

         1.       The name of the Corporation is UGI Corporation.

         2.       The address of the registered office of the Corporation in the
Commonwealth of Pennsylvania is 460 North Gulph Road, King of Prussia,
Montgomery County, Pennsylvania 19406.

         3.       The Corporation was incorporated pursuant to the BCL.

         4.       The corporation was incorporated on December 20, 1991.

         5.       This Amendment to the Amended and Restated Articles of
Incorporation shall be effective upon their filing with the Department of State
of the Commonwealth of Pennsylvania.

         6.       At a meeting of the Board of Directors of the Corporation (the
"Board") on February 25, 2003, in accordance with the authority contained in
Section 1914(c) of the BCL, the Board duly adopted a resolution proposing and
declaring advisable the following amendment to the Corporation's Amended and
Restated Articles of Incorporation:

         NOW THEREFORE, BE IT RESOLVED, that, in accordance with the authority
contained in Section 1914(c)(3), the first sentence of Article IV of the
Corporation's Amended and Restated Articles of Incorporation (the "Charter") be
amended to read in its entirety as follows:

         "The aggregate number of shares which the Corporation shall have the
         authority to issue is 160,001,000 shares, divided into 150,000,000
         shares of Common Stock, without par value (hereinafter called the
         "Common Stock"), 1,000 shares of Restructuring Stock, without par value
         (hereinafter called the "Restructuring Stock"), 5,000,000 shares of
         Series Preference Stock, without par value (hereinafter called the
         "Preference Stock"), and 5,000,000 shares of Series Preferred Stock,
         without par value (hereinafter called the "Preferred Stock") (the

<PAGE>

         Restructuring Stock, the Preference Stock and the Preferred Stock are
         hereinafter collectively called the "Senior Stock")."

         IN WITNESS WHEREOF, these Articles of Amendment to the Amended and
Restated Articles of Incorporation have been duly executed by the undersigned
this 25th day of February, 2003.

                                               UGI CORPORATION

                                               By: /s/ Margaret M. Calabrese
                                                   ----------------------------
                                               Name:  Margaret M. Calabrese
                                               Title: Assistant Secretary