<PAGE>

================================================================================

                       SECURITIES AND EXCHANGE COMMISSION
                              WASHINGTON, DC 20549
                                -----------------
                                   FORM 10-K/A
                                 AMENDMENT NO. 2

                                       TO

                  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

                  FOR THE FISCAL YEAR ENDED SEPTEMBER 30, 2001

                         Commission file number 1-13692
                       Commission file number 33-92734-01
                       Commission file number 333-72986-02
                       Commission file number 333-72986-01

                             AMERIGAS PARTNERS, L.P.
                             AMERIGAS FINANCE CORP.
                          AMERIGAS EAGLE FINANCE CORP.
                             AP EAGLE FINANCE CORP.

           (EXACT NAME OF REGISTRANTS AS SPECIFIED IN THEIR CHARTERS)

           Delaware                                       23-2787918
           Delaware                                       23-2800532
           Delaware                                       23-3074434
           Delaware                                       23-3077318

(STATE OR OTHER JURISDICTION OF             (I.R.S. EMPLOYER IDENTIFICATION NO.)
INCORPORATION OR ORGANIZATION)

                460 North Gulph Road, King of Prussia, PA 19406
                    (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)
                                   (ZIP CODE)

                                 (610) 337-7000
              (REGISTRANTS' TELEPHONE NUMBER, INCLUDING AREA CODE)

SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:

                                                      NAME OF EACH EXCHANGE
          TITLE OF CLASS                               ON WHICH REGISTERED

Common Units representing                         New York Stock Exchange, Inc.
limited partner interests

SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:             None

================================================================================

<PAGE>

         The undersigned registrants hereby amend Item 14 of their Annual Report
on Form 10-K for the fiscal year ended September 30, 2001 to include Exhibit No.
18.

PART IV:  ADDITIONAL EXHIBITS, SCHEDULES AND REPORTS

ITEM 14.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES,
          AND REPORTS ON FORM 8-K

     (a) DOCUMENTS FILED AS PART OF THIS REPORT:

     (1) AND (2) FINANCIAL STATEMENTS AND FINANCIAL STATEMENT SCHEDULES

         The financial statements and financial statement schedules incorporated
         by reference or included in this report are listed in the accompanying
         Index to Financial Statements and Financial Statement Schedules set
         forth on pages F-2 and F-3 of this report, which is incorporated herein
         by reference.

     (3) LIST OF EXHIBITS:

         The exhibits filed as part of this report are as follows (exhibits
         incorporated by reference are set forth with the name of the
         registrant, the type of report and registration number or last date of
         the period for which it was filed, and the exhibit number in such
         filing):

                           INCORPORATION BY REFERENCE

<TABLE>
<CAPTION>
  EXHIBIT NO.                         EXHIBIT                        REGISTRANT         FILING           EXHIBIT
  -----------                         -------                        ----------         ------           -------
<S>                <C>                                               <C>             <C>                 <C>
      2.1          Merger and Contribution Agreement among            AmeriGas       Registration         10.21
                   AmeriGas Partners, L.P., AmeriGas Propane,         Partners,      Statement on
                   L.P., New AmeriGas Propane, Inc., AmeriGas           L.P.         Form S-4 (No.
                   Propane, Inc., AmeriGas Propane-2, Inc., Cal                        33-92734)
                   Gas Corporation of America, Propane
                   Transport, Inc. and NORCO Transportation
                   Company

       2.2         Conveyance and Contribution Agreement among        AmeriGas       Registration         10.22
                   AmeriGas Partners, L.P., AmeriGas Propane,         Partners,      Statement on
                   L.P. and Petrolane Incorporated                      L.P.         Form S-4 (No.
                                                                                       33-92734)

       3.1         Second Amended and Restated Agreement of           AmeriGas         Form 8-K             1
                   Limited Partnership of AmeriGas Partners,          Partners,        (9/30/00)
                   L.P. dated as of September 30, 2000                  L.P.

</TABLE>


                                      -2-
<PAGE>

                           INCORPORATION BY REFERENCE

<TABLE>
<CAPTION>
  EXHIBIT NO.                         EXHIBIT                        REGISTRANT         FILING           EXHIBIT
  -----------                         -------                        ----------         ------           -------
<S>                <C>                                             <C>             <C>                 <C>

       3.2         Certificate of Incorporation of AmeriGas           AmeriGas       Registration          3.3
                   Finance Corp.                                      Partners,      Statement on
                                                                        L.P.         Form S-4 (No.
                                                                                       33-92734)

       3.3         Certificate of Incorporation of AmeriGas           AmeriGas       Registration          3.2
                   Eagle Finance Corp.                                Partners,      Statement on
                                                                        L.P.         Form S-4 (No.
                                                                                      333-72986)

       3.4         Certificate of Incorporation of AP Eagle           AmeriGas       Registration          3.3
                   Finance Corp.                                      Partners,      Statement on
                                                                        L.P.         Form S-4 (No.
                                                                                      333-72986)

      3.5         Bylaws of AmeriGas Finance Corp.                    AmeriGas       Registration          3.4
                                                                   Partners, L.P.    Statement on
                                                                                    Form S-4 (No.
                                                                                      33-92734)

      3.6         By-Laws of AmeriGas Eagle Finance Corp.             AmeriGas       Registration          3.4
                                                                   Partners, L.P.    Statement on
                                                                                    Form S-3 (No.
                                                                                      333-72986)

      3.7         By-Laws of AP Eagle Finance Corp.                   AmeriGas       Registration          3.5
                                                                     Partners,       Statement on
                                                                        L.P.        Form S-3 (No.
                                                                                      333-72986)

      *3.8        Amended and Restated Agreement of Limited
                  Partnership of AmeriGas Eagle Propane, L.P.
                  dated July 19, 1999

      *3.9        Amended and Restated Agreement of Limited
                  Partnership of AmeriGas Propane, L.P. dated as
                  of April 12, 1995
</TABLE>


                                      -3-
<PAGE>

                           INCORPORATION BY REFERENCE

<TABLE>
<CAPTION>
  EXHIBIT NO.                         EXHIBIT                        REGISTRANT         FILING           EXHIBIT
  -----------                         -------                        ----------         ------           -------
<S>               <C>                                              <C>                <C>                <C>
       4          Instruments defining the rights of security
                  holders, including indentures. (The
                  Partnership agrees to furnish to the
                  Commission upon request a copy of any
                  instrument defining the rights of holders of
                  long-term debt not required to be filed
                  pursuant to Item 601(b)(4) of Regulation S-K)

      4.1         Indenture dated as of April 19, 1995 among          AmeriGas        Form 10-Q            4.1
                  AmeriGas Partners, L.P., AmeriGas Finance        Partners, L.P.      3/31/95
                  Corp., and First Union National Bank
                  (formerly, First Fidelity Bank, National
                  Association) as Trustee

      4.2         Registration Rights Agreement dated as of           AmeriGas        Form 10-Q            4.3
                  April 19, 1995 among Donaldson, Lufkin &         Partners, L.P.     (3/31/95)
                  Jenrette Securities Corporation, Smith Barney,
                  Inc., AmeriGas Partners, L.P. and AmeriGas
                  Finance Corp.

      4.3         Note Agreement dated as of April 12, 1995           AmeriGas        Form 10-Q           10.8
                  among The Prudential Insurance Company of        Partners, L.P.     (3/31/95)
                  America, Metropolitan Life Insurance Company,
                  and certain other institutional investors and
                  AmeriGas Propane, L.P., New AmeriGas Propane,
                  Inc. and Petrolane Incorporated

      4.4         First Amendment dated as of September 12, 1997      AmeriGas        Form 10-Q            4.5
                  to Note Agreement dated as of April 12, 1995     Partners, L.P.     (9/30/97)

      4.5         Second Amendment dated as of September 15,          AmeriGas        Form 10-K            4.6
                  1998 to Note Agreement dated as of April 12,     Partners, L.P.     (9/30/98)
                  1995

      4.6         Third Amendment dated as of March 23, 1999 to       AmeriGas        Form 10-Q           10.2
                  Note Agreement dated as of April 12, 1995        Partners, L.P.     (3/31/99)
</TABLE>


                                      -4-
<PAGE>

                           INCORPORATION BY REFERENCE

<TABLE>
<CAPTION>
  EXHIBIT NO.                         EXHIBIT                        REGISTRANT         FILING           EXHIBIT
  -----------                         -------                        ----------         ------           -------
<S>               <C>                                              <C>               <C>                  <C>
      4.7         Fourth Amendment dated as of March 16, 2000 to      AmeriGas         Form 10-Q          10.2
                  Note Agreement dated as of April 12, 1995        Partners, L.P.      (6/30/00)

      *4.8        Fifth Amendment dated as of August 1, 2001 to
                  Note Agreement dated as of April 12, 1995

      4.9         Indenture dated April 4, 2001 among AmeriGas        AmeriGas         Form 10-Q           4
                  Partners, L.P., AmeriGas Eagle Finance Corp.,      Partners,         (6/30/01)
                  and First Union National Bank, as Trustee             L.P.

      4.10        Indenture dated August 21, 2001 among AmeriGas      AmeriGas        Registration         4.2
                  Partners, L.P., AP Eagle Finance Corp. and       Partners, L.P.     Statement on
                  First Union National Bank as trustee                               Form S-4 (No.
                                                                                       333-72986)

      4.11        Registration Rights Agreement dated as of           AmeriGas        Registration         4.5
                  April 4, 2001 among AmeriGas Partners, L.P.,     Partners, L.P.     Statement on
                  AmeriGas Eagle Finance Corp., AmeriGas                             Form S-4 (No.
                  Propane, L.P., AmeriGas Propane, Inc., Credit                        333-72986)
                  Suisse First Boston Corporation and Banc of
                  America Securities, LLC

      4.12        Registration Rights Agreement dated as of           AmeriGas        Registration         4.6
                  August 21, 2001 among AmeriGas Partners, L.P.    Partners, L.P.     Statement on
                  AP Eagle Finance Corp., AmeriGas Propane,                          Form S-4 (No.
                  L.P., AmeriGas Propane, Inc., Credit Suisse                          333-72986)
                  First Boston Corporation and Salomon Smith
                  Barney, Inc.

      10.1        Amended and Restated Credit Agreement dated as      AmeriGas         Form 10-K          10.1
                  of September 15, 1997 among AmeriGas Propane,    Partners, L.P.      (9/30/97)
                  L.P., AmeriGas Propane, Inc., Petrolane
                  Incorporated, Bank of America National Trust
                  and Savings Association, as Agent, First Union
                  National Bank, as Syndication Agent and
                  certain banks
</TABLE>


                                      -5-
<PAGE>

                           INCORPORATION BY REFERENCE

<TABLE>
<CAPTION>
  EXHIBIT NO.                         EXHIBIT                        REGISTRANT         FILING           EXHIBIT
  -----------                         -------                        ----------         ------           -------
<S>                <C>                                             <C>                <C>                <C>
       10.2        First Amendment dated as of September 15,          AmeriGas        Form 10-K           10.2
                   1998 to Amended and Restated Credit Agreement   Partners, L.P.     (9/30/98)

       10.3        Second Amendment dated as of March 25, 1999        AmeriGas        Form 10-Q           10.1
                   to Amended and Restated Credit Agreement        Partners, L.P.     (3/31/99)

       10.4        Third Amendment dated March 22, 2000 to            AmeriGas        Form 10-Q           10.3
                   Amended and Restated Credit Agreement           Partners, L.P.     (6/30/00)

       10.5        Fourth Amendment dated June 6, 2000 to             AmeriGas        Form 10-Q           10.4
                   Amended and Restated Credit Agreement           Partners, L.P.     (6/30/00)

      *10.6        Fifth Amendment dated as of July 31, 2001 to
                   Amended and Restated Credit Agreement

       10.7        Intercreditor and Agency Agreement dated as        AmeriGas        Form 10-Q           10.2
                   of April 19, 1995 among AmeriGas Propane,       Partners, L.P.     (3/31/95)
                   Inc., Petrolane Incorporated, AmeriGas
                   Propane, L.P., Bank of America National Trust
                   and Savings Association ("Bank of America")
                   as Agent, Mellon Bank, N.A. as Cash
                   Collateral Sub-Agent, Bank of America as
                   Collateral Agent and certain creditors of
                   AmeriGas Propane, L.P.

      *10.8        First Amendment dated as of July 31, 2001 to
                   Intercreditor and Agency Agreement dated as
                   of April 19, 1995

       10.9        General Security Agreement dated as of April       AmeriGas        Form 10-Q           10.3
                   19, 1995 among AmeriGas Propane, L.P., Bank     Partners, L.P.     (3/31/95)
                   of America National Trust and Savings
                   Association and Mellon Bank, N.A.

      *10.10       First Amendment dated as of July 31, 2001 to
                   General Security Agreement dated as of April
                   19, 1995
</TABLE>


                                      -6-
<PAGE>

                           INCORPORATION BY REFERENCE

<TABLE>
<CAPTION>
  EXHIBIT NO.                         EXHIBIT                        REGISTRANT         FILING           EXHIBIT
  -----------                         -------                        ----------         ------           -------
<S>               <C>                                              <C>              <C>                  <C>
      10.11        Subsidiary Security Agreement dated as of          AmeriGas         Form 10-Q          10.4
                   April 19, 1995 among AmeriGas Propane, L.P.,    Partners, L.P.      (3/31/95)
                   Bank of America National Trust and Savings
                   Association as Collateral Agent and Mellon
                   Bank, N.A. as Cash Collateral Agent

      *10.12       First Amendment dated as of July 31, 2001 to
                   Subsidiary Security Agreement dated as of
                   April 19, 1995

     10.13        Restricted Subsidiary Guarantee dated as of         AmeriGas         Form 10-Q          10.5
                  April 19, 1995 by AmeriGas Propane, L.P. for     Partners, L.P.      (3/31/95)
                  the benefit of Bank of America National Trust
                  and Savings Association, as Collateral Agent

     10.14        Trademark License Agreement dated April 19,         AmeriGas         Form 10-Q          10.6
                  1995 among UGI Corporation, AmeriGas, Inc.,      Partners, L.P.      (3/31/95)
                  AmeriGas Propane, Inc., AmeriGas Partners,
                  L.P. and AmeriGas Propane, L.P.

     10.15        Trademark License Agreement dated April 19,         AmeriGas         Form 10-Q          10.7
                  1995 among AmeriGas Propane, Inc., AmeriGas      Partners, L.P.      (3/31/95)
                  Partners, L.P. and AmeriGas Propane, L.P.

     10.16        Stock Purchase Agreement dated May 27, 1989,       Petrolane      Registration on       10.16(a)
                  as amended and restated July 31, 1989, between   Incorporated/     Form S-1 (No.
                  Texas Eastern Corporation and QFB Partners       AmeriGas, Inc.      33-69450)

     10.17        Amended and Restated Sublease Agreement dated         UGI            Form 10-K          10.35
                  April 1, 1988, between Southwest Salt Co. and     Corporation        (9/30/94)
                  AP Propane, Inc. (the "Southwest Salt Co.
                  Agreement")

     10.18        Letter dated July 8, 1998 pursuant to Article         UGI            Form 10-K          10.5
                  1, Section 1.2 of the Southwest Salt Co.          Corporation        (9/30/99)
                  Agreement re:  option to renew for period of
                  June 1, 2000 to May 31, 2005
</TABLE>


                                      -7-
<PAGE>

                           INCORPORATION BY REFERENCE

<TABLE>
<CAPTION>
  EXHIBIT NO.                         EXHIBIT                        REGISTRANT         FILING           EXHIBIT
  -----------                         -------                        ----------         ------           -------
<S>               <C>                                              <C>                <C>                <C>
     10.19        Financing Agreement dated as of November 5,         AmeriGas        Form 10-K           10.12
                  1997 between AmeriGas Propane, Inc. and          Partners, L.P.     (9/30/97)
                  AmeriGas Propane, L.P.

     10.20        Agreement by Petrolane Incorporated and            Petrolane        Form 10-K           10.13
                  certain of its subsidiaries parties thereto      Incorporated       (9/23/94)
                  ("Subsidiaries") for the  Sale of the
                  Subsidiaries' Inventory and Assets  to the
                  Goodyear Tire & Rubber Company and  D.C.H.,
                  Inc., as Purchaser, dated as of December 18,
                  1985

    10.21**       UGI Corporation 1992 Stock Option and Dividend        UGI           Form 10-Q          10(ee.)
                  Equivalent Plan, as amended May 19, 1992          Corporation       (6/30/92)

    10.22**       UGI Corporation Annual Bonus Plan dated March         UGI           Form 10-Q           10.4
                  8, 1996                                           Corporation       (6/30/96)

    10.23**       AmeriGas Propane, Inc. Annual Bonus Plan            AmeriGas        Form 10-K           10.17
                  effective October 1, 1998                        Partners, L.P.     (9/30/99)

    10.24**       1997 Stock Purchase Loan Plan                         UGI           Form 10-K           10.16
                                                                    Corporation       (9/30/97)

    10.25**       UGI Corporation Senior Executive Employee             UGI           Form 10-K           10.12
                  Severance Pay Plan effective January 1, 1997      Corporation       (9/30/97)

    10.26**       AmeriGas Propane, Inc. Executive Employee           AmeriGas        Form 10-Q           10.1
                  Severance Pay Plan effective January 1, 1997     Partners, L.P.     (12/31/96)

    10.27**       Amendment No. 1 to AmeriGas Propane, Inc.           AmeriGas        Form 10-Q            10
                  Executive Employee Severance Pay Plan            Partners, L.P.     (6/30/98)

    10.28**       UGI Corporation 1992 Non-Qualified Stock              UGI           Form 10-K           10.39
                  Option Plan, as Amended                           Corporation       (9/30/00)

    *10.29**      Form of AmeriGas Propane, Inc. 2000 Long-Term
                  Incentive Plan

    10.30**       UGI Corporation 2000 Stock Incentive Plan             UGI           Form 10-Q           10.1
                                                                    Corporation       (6/30/99)
</TABLE>


                                      -8-
<PAGE>

                           INCORPORATION BY REFERENCE

<TABLE>
<CAPTION>
  EXHIBIT NO.                         EXHIBIT                        REGISTRANT         FILING           EXHIBIT
  -----------                         -------                        ----------         ------           -------
<S>               <C>                                              <C>                <C>                <C>
    10.31**       AmeriGas Propane, Inc. Supplemental Executive       AmeriGas        Form 10-K           10.27
                  Retirement Plan effective October 1, 1996        Partners, L.P.     (9/30/97)

    10.32**       UGI Corporation 1997 Stock Option and Dividend        UGI           Form 10-Q           10.2
                  Equivalent Plan                                   Corporation       (3/31/97)

    10.33**       UGI Corporation Supplemental Executive                UGI           Form 10-Q            10
                  Retirement Plan Amended and Restated effective    Corporation       (6/30/98)
                  October 1, 1996

    10.34**       Description of Change of Control arrangements         UGI           Form 10-K           10.33
                  for Messrs. Greenberg and Bovaird                 Corporation       (9/30/99)

    10.35**       Description of Change of Control arrangements       AmeriGas        Form 10-K           10.31
                  for Messrs. Bissell, Grady and Knauss            Partners, L.P.     (9/30/99)

     10.36        Purchase Agreement by and among Columbia            AmeriGas         Form 8-K           10.1
                  Energy Group, Columbia Propane Corporation, CP   Partners, L.P.      (8/8/01)
                  Holdings, Inc., Columbia Propane, L.P.,
                  AmeriGas Propane, L.P., AmeriGas Partners,
                  L.P. and AmeriGas Propane, Inc. dated as of
                  January 30, 2001 and amended and restated
                  August 7, 2001

     10.37        Purchase Agreement by and among Columbia            National         Form 8-K           10.5
                  Propane, L.P., CP Holdings, Inc., Columbia          Propane         (4/19/99)
                  Propane Corporation, National Propane              Partners,
                  Partners, L.P., National Propane Corporation,         L.P.
                  National Propane SPG, Inc., and Triarc
                  Companies, Inc. dated as of April 5, 1999

     10.38        Capital Contribution Agreement dated as of          AmeriGas         Form 8-K           10.2
                  August 21, 2001 by and between Columbia          Partners, L.P.     (8/21/01)
                  Propane, L.P. and AmeriGas Propane, L.P.
                  acknowledged and agreed to by CP Holdings,
                  Inc.

     *10.39       Promissory Note by National Propane L.P., a
                  Delaware limited partnership in favor of
                  Columbia Propane Corporation dated July 19,
                  1999
</TABLE>


                                      -9-
<PAGE>

                           INCORPORATION BY REFERENCE

<TABLE>
<CAPTION>

  EXHIBIT NO.                         EXHIBIT                        REGISTRANT         FILING           EXHIBIT
  -----------                         -------                        ----------         ------           -------
<S>              <C>                                               <C>               <C>                 <C>
     *10.40       Loan Agreement dated July 19, 1999, between
                  National Propane, L.P. and Columbia Propane
                  Corporation

     *10.41       First Amendment dated August 21, 2001 to Loan
                  Agreement dated July 19, 1999 between National
                  Propane, L.P. and Columbia Propane Corporation

     *10.42       Columbia Energy Group Payment Guaranty dated
                  April 5, 1999

     *10.43       Ground Lease dated August 13, 2001 by and
                  between Reading Terminals Corporation and
                  Columbia Propane Corporation

     *10.44       Master Lease dated August 20, 2001 between
                  AmeriGas Propane, L.P. and Columbia Propane,
                  L.P.

     *10.45       Master Sublease dated August 20, 2001 between
                  AmeriGas Propane, L.P. and Columbia Propane,
                  L.P.

     *10.46       Keep Well Agreement by and between AmeriGas
                  Propane, L.P. and Columbia Propane Corporation
                  dated August 21, 2001

     *10.47       Management Services Agreement effective as of
                  August 21, 2001 between AmeriGas Propane, Inc.
                  and AmeriGas Eagle Holdings, Inc., the general
                  partner of AmeriGas Eagle Propane, L.P.

      *13         Pages 10 through 23 of the AmeriGas Partners,
                  L.P. Annual Report for the year ended
                  September 30, 2001

       18         Letter of Arthur Andersen LLP regarding change      AmeriGas        Form 10-Q            18
                  in accounting principles                         Partners, L.P.     (12/31/00)

      *21         Subsidiaries of AmeriGas Partners, L.P.

      *23         Consent of Arthur Andersen LLP
</TABLE>


                                      -10-
<PAGE>

*    Filed herewith.

**   As required by Item 14(a)(3), this exhibit is identified as a compensatory
     plan or arrangement.

(b)      Reports on Form 8-K.

         The Company filed the following Current Reports on Form 8-K during the
fourth quarter of fiscal year 2001:

<TABLE>
<CAPTION>
           DATE                   ITEM NUMBER(S)                                  CONTENT
<S>                               <C>                  <C>
          7/23/01                       5              Advance Notice of Webcast of regular earnings conference call

          8/8/01                      5,7,9            Amended and Restated Purchase Agreement dated as of 8/7/01 by
                                                       and among Columbia Energy Group, Columbia Propane
                                                       Corporation, CP Holdings, Inc., Columbia Propane, L.P.,
                                                       AmeriGas Propane, L.P., AmeriGas Partners, L.P., and AmeriGas
                                                       Propane, Inc.

          8/9/01                        9              Amendment to Item 9 on Report on Form 8-K dated 8/8/01

          8/21/01                      2,7             Completion of Acquisition; Registration Rights Agreement
                                                       dated August 21, 2001 and Capital Contribution Agreement
                                                       dated August 21, 2001

          8/21/01                       7              Financial Statements of Columbia Propane Corporation and
                                                       Subsidiaries and Pro Forma information
</TABLE>


                                      -11-
<PAGE>

                                   SIGNATURES

         Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, each Registrant has duly caused this Amendment to be
signed on its behalf by the undersigned, thereunto duly authorized.


                                        AMERIGAS PARTNERS, L.P.


Date:  May 1, 2002                    By:   AmeriGas Propane, Inc.
                                              its General Partner


                                        By:   Martha B. Lindsay
                                              ----------------------------------
                                              Martha B. Lindsay
                                              Vice President - Finance
                                              and Chief Financial Officer


                                        AMERIGAS FINANCE CORP.


                                        By:   Martha B. Lindsay
                                              ----------------------------------
                                              Martha B. Lindsay
                                              Vice President - Finance
                                              and Chief Financial Officer


                                        AMERIGAS EAGLE FINANCE CORP.

                                        By:   Martha B. Lindsay
                                              ----------------------------------
                                              Martha B. Lindsay
                                              Vice President - Finance
                                              and Chief Financial Officer


                                        AP EAGLE FINANCE CORP.


                                        By:   Martha B. Lindsay
                                              ----------------------------------
                                              Martha B. Lindsay
                                              Vice President - Finance
                                              and Chief Financial Officer


                                      -12-