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                                                                     EXHIBIT 4.6


         SECOND AMENDMENT dated as of September 15, 1998 (the "Second
Amendment") to the NOTE AGREEMENT dated as of April 12, 1995, as amended by the
First Amendment dated as of September 12, 1997 (as amended, the "Agreement") by
and among AMERIGAS PROPANE, L.P., a Delaware limited partnership (the
"Company"), AMERIGAS PROPANE, INC., a Pennsylvania corporation formerly known as
New AmeriGas Propane, Inc. (the "General Partner"), PETROLANE INCORPORATED, a
Pennsylvania corporation and successor by merger to Petrolane Incorporated, a
California corporation ("Petrolane"; the Company, the General Partner and
Petrolane being hereinafter collectively referred to as the "Obligors"), and
each of the noteholders listed in Schedule I to the Agreement as amended hereby
(the "Holders").

         WHEREAS, the parties hereto desire to amend the Agreement as set forth
below;

         NOW, THEREFORE, in consideration of the mutual covenants and agreements
set forth herein and for other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, the parties hereto hereby agree as
follows.

                  1.       Amendments to the Agreement. Effective as of the
Effective Date (as hereinafter defined), the Agreement is hereby amended as
follows:

                  1.1      Amendments to Section 10.1.

                           (a) Section 10.1(f) of the Agreement is hereby 
amended to read in its entirety as follows:

                                    "(f) the Company may become and remain
                           liable with respect to Indebtedness, in addition to
                           that otherwise permitted by the foregoing
                           subdivisions of this Section 10.1, if on the date the
                           Company becomes liable with respect to any such
                           additional Indebtedness and immediately after giving
                           effect thereto and to the substantially concurrent
                           repayment of any other Indebtedness (i) the ratio of
                           Consolidated Cash Flow to Consolidated Pro Forma Debt
                           Service is equal to or greater than 2.50 to 1.0, and
                           (ii) the ratio of Consolidated Cash Flow to Average
                           Consolidated Pro Forma Debt Service is equal to or
                           greater than 1.25 to 1.0."

                  1.2      Amendments to Section 10.2.

                           (a) Section 10.2(m) of the Agreement is hereby 
amended to read in its entirety as follows:

                                    "(m) Liens (other than the Liens referred to
                           in clauses (j), (k) or (l) above) securing
                           Indebtedness represented by the 1998 Notes or other
                           Indebtedness incurred in accordance with Section
                           10.1(b) or 10.1(e) or, to the extent incurred (i) to
                           repay Indebtedness or letter of credit obligations
                           incurred and outstanding under the Acquisition
                           Facility or the Revolving Credit Facility (or any
                           extension, renewal, refunding, replacement or
                           refinancing of any such Indebtedness); (ii) to
                           finance the making of expenditures for the
                           improvement or repair (to the extent such
                           improvements and repairs may be capitalized on the
                           books of the Company and the Restricted Subsidiaries
                           in accordance with
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                           GAAP) of or additions (including additions by way of
                           acquisitions or capital contributions of businesses
                           and related assets) to the General Collateral, or
                           (iii) by assumption in connection with additions
                           (including additions by way of acquisitions or
                           capital contributions of businesses and related
                           assets) to the General Collateral, Section 10.1(f),
                           provided that (1) such Liens are effected through an
                           amendment to the Security Documents to the extent
                           necessary to provide the holders of such Indebtedness
                           equal and ratable security in the property and assets
                           subject to the Security Documents with the holders of
                           the Notes and the other Indebtedness secured under
                           the Security Documents, (2) in the case of
                           Indebtedness incurred in accordance with Section
                           10.1(b) or 10.1(f) to finance the making of additions
                           to the General Collateral, the Company has delivered
                           to the Collateral Agent an Officers' Certificate
                           demonstrating that the principal amount of such
                           Indebtedness (net of transaction costs funded by the
                           proceeds of such Indebtedness) does not exceed the
                           lesser of the cost to the Company and the Restricted
                           Subsidiaries of such additional property or assets
                           and the fair market value of such additional property
                           or assets at the time of the acquisition thereof (as
                           determined in good faith by the General Partner), and
                           (3) the Company has delivered to the Collateral Agent
                           an opinion of counsel reasonably satisfactory to the
                           Collateral Agent with regard to the attachment and
                           perfection of the Lien of the Security Documents with
                           respect to such additional property and assets;"

                  1.3      Amendment to Section 13.

                           (a) Section 13.1 is hereby amended by adding the 
following definition:

                                   "1998 Notes: the Notes issued in an aggregate
                  principal amount not exceeding $100,000,000 pursuant to the
                  Note Agreements, each dated as of October __, 1998, among the
                  Company, the General Partner and the purchasers named in
                  Schedule I thereto (but not any extension, refunding or
                  refinancing thereof)."

                  2. Conditions to Effectiveness of this Second Amendment. This
Second Amendment shall become effective only upon the satisfaction in full (or
waiver by the Required Holders) of the following conditions precedent (the first
date upon which each such condition shall have been so satisfied or waived being
herein referred to as the "Effective Date"):

                           (a) No Defaults. On the Effective Date (after giving 
effect to this Second Amendment), no Default or Event of Default shall have
occurred and be continuing.

                           (b) Section 8 of the Credit Agreement shall have been
amended to provide for substantially the same covenants set forth in Section 10
of the Agreement after giving effect to this Second Amendment. The covenants and
events of default set forth in the Credit Agreement shall not have been
otherwise amended in any material respect.

                           (c) Second Amendment. Each of the Obligors and the 
Required Holders shall have executed this Second Amendment, and counterparts
hereof bearing the signatures of the Obligors shall have been delivered to the
holders together with a notice from the Company to each holder as to the
satisfaction of this condition.


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                  3. Agreement; Terms. Except as expressly amended hereby, the
Agreement shall continue in full force and effect in accordance with the
provisions thereof on the date hereof, and this Second Amendment shall not be
deemed to waive or amend any provision of the Agreement except as expressly set
forth herein. As used in the Agreement, the terms "this Agreement," "herein,"
"hereinafter," "hereunder," "hereto" and words of similar import shall mean and
refer to, from and after the Effective Date, unless the context otherwise
specifically requires, the Agreement as amended by this Second Amendment.
Capitalized terms used and not defined herein shall have the meanings assigned
to such terms in the Agreement.

                  4. Headings. Section headings in this Second Amendment are
included herein for convenience of reference only and shall not define, limit or
otherwise affect any of the terms or provisions hereof.

                  5. Counterparts. This Second Amendment may be executed by the
parties hereto in separate counterparts, each of which when so executed and
delivered shall be an original, but all such counterparts shall together
constitute one and the same instrument, and all signatures need not appear on
any one counterpart.

                  6. Expenses. The Company agrees to pay all reasonable
out-of-pocket expenses incurred by the Holders in connection with the
preparation of this Second Amendment, including, but not limited to, the
reasonable fees, charges and disbursements of one outside special counsel for
the Holders as provided for in Section 16.1 of the Agreement.

                  7. Governing Law. This Second Amendment shall be governed by,
and construed in accordance with, the laws of the State of New York (other than
any conflicts of law rule which might result in the application of the laws of
any other jurisdiction).

                  8. Ratification and Confirmation of Security Documents. The
Company hereby ratifies and confirms the provisions of the Security Documents
for the benefit from time to time of the holders of the Notes.


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         IN WITNESS WHEREOF, the parties hereto have caused this Second
Amendment to be executed as of the date first above written.

                                    AMERIGAS PROPANE, L.P.

                                    By: AmeriGas Propane, Inc.,
                                        its general partner

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

                                    AMERIGAS PROPANE, INC.

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

                                    PETROLANE INCORPORATED

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

                                    THE PRUDENTIAL INSURANCE COMPANY OF AMERICA 
                                      (registered holder of Notes #RA-1, RA-2,
                                        RA-4 and RA-5)

                                    By: Robert G. Gwin
                                        ---------------------------------------
                                        Robert G. Gwin
                                        Vice President

                                    PRUCO LIFE INSURANCE COMPANY (registered 
                                      holder of Note #RA-3)

                                    By: Randall M. Kob
                                        ---------------------------------------
                                        Randall M. Kob
                                        Vice President

                                    METROPOLITAN LIFE INSURANCE COMPANY 
                                      (registered holder of Note #RB-1)

                                    By: James A. Wiviott
                                        ---------------------------------------
                                        James A. Wiviott
                                        Director


             [SIGNATURE PAGE TO SECOND AMENDMENT TO NOTE AGREEMENT]
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                                    THE EQUITABLE LIFE ASSURANCE SOCIETY OF THE
                                      UNITED STATES (registered holder of Note 
                                        #RC-1)

                                    By: 
                                        ---------------------------------------
                                        Name:
                                        Title:

                                    CIG & CO. (registered holder of Notes #RC-2,
                                      RC-3, RC-4, RC-6 and RC-14)


                                    By: James G. Schelling
                                        ---------------------------------------
                                        James G. Schelling
                                        Partner


                                    TEACHERS INSURANCE AND ANNUITY ASSOCIATION
                                      OF AMERICA (registered holder of Note 
                                        #RC-10)

                                    By: 
                                        ---------------------------------------
                                        Thomas E. Solano
                                        Director Private Placements

                                    TRAL & CO ((registered holder of Note #RC-11
                                      (beneficially owned by The Travelers
                                        Insurance Company)

                                    By: Frank G. Pattison
                                        ---------------------------------------
                                        Frank G. Pattison
                                        Attorney-in-fact

                                    LINCOLN NATIONAL LIFE INSURANCE COMPANY
                                      (registered holder of Note #RC-15)


                                    By: J. Steven Staggs
                                        ---------------------------------------
                                        J. Steven Staggs
                                        Vice President


             [SIGNATURE PAGE TO SECOND AMENDMENT TO NOTE AGREEMENT]