Item 2.02 Results of Operations and Financial Condition.

On July 29, 2009, AmeriGas Propane, Inc., the general partner of AmeriGas Partners, L.P. (the "Partnership") issued a press release announcing financial results for the Partnership for the fiscal quarter ended June 30, 2009. A copy of the press release is furnished as Exhibit 99 to this report and is incorporated herein by reference.

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.

Effective July 27, 2009, the Registrant executed Amendment No. 2 (the "Amendment") to the Third Amended and Restated Agreement of Limited Partnership of AmeriGas Partners, L.P. dated as of December 1, 2004 (as amended, the "Partnership Agreement"). The Amendment permits the Registrant to furnish financial information to each Record Holder of a Unit, and any notice, demand, request, report or proxy materials required or permitted to be given or made to a Partner or Assignee under the Partnership Agreement, in any manner permitted by applicable law, rule or regulation of the Securities and Exchange Commission or of any National Securities Exchange on which the Units are listed for trading, including via its website.

A copy of the Amendment is filed as Exhibit 3.1 hereto and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

3.1 Amendment No. 2 to the Third Amended and Restated Agreement of Limited Partnership of AmeriGas Partners L.P. dated as of July 27, 2009.

99 Press Release of AmeriGas Partners, L.P. dated July 29, 2009, reporting its financial results for the fiscal quarter ended June 30, 2009.

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