UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported):	 	February 14, 2005	

 AmeriGas Partners, L.P. 
__________________________________________
(Exact name of registrant as specified in its charter)

Delaware	1-13692	23-2787918	
_____________________
(State or other jurisdiction	_____________
(Commission	______________
(I.R.S. Employer	
of incorporation)	File Number)	Identification No.)	
  	 	 	
460 No. Gulph Road, King of Prussia, Pennsylvania	 	19406	
_________________________________
(Address of principal executive offices)	 	___________
(Zip Code)	
 	 	 	
Registrant’s telephone number, including area code:	 	610 337-7000	
Not Applicable
______________________________________________
Former name or former address, if changed since last report
  
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
[  ]  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
[  ]  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[  ]  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[  ]  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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Item 5.02. Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers.
On February 14, 2005, Martha B. Lindsay resigned as Vice President-Finance and Chief Financial Officer of AmeriGas Propane, Inc., effective April 15, 2005. AmeriGas Propane, Inc. is the General Partner of AmeriGas Partners, L.P.

Michael J. Cuzzolina, age 59, will become Vice President-Finance and Chief Financial Officer of the General Partner effective April 16, 2005, until Ms. Lindsay's successor is named. Mr. Cuzzolina is Vice President-Accounting and Financial Control of UGI Corporation, the parent company of the General Partner (1984 to 1999; and July 2003 to present). From 1999 to 2003, Mr. Cuzzolina served as President of Flaga GmbH, a wholly owned Austrian subsidiary of UGI. Mr. Cuzzolina will continue with his responsibilites as Vice President-Accounting and Financial Control at UGI.

On February 15, 2005, the General Partner issued a press release regarding these matters, a copy of which is attached to this Current Report on Form 8-K as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.
(c) Exhibits
99.1 Press release dated February 15, 2005

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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 	 	AmeriGas Partners, L.P.	
  	 	 	 	 	
February 15, 2005	 	By:	 	Eugene V.N.Bissell	
 	 	 	 		
 	 	 	 	Name: Eugene V.N.Bissell	
 	 	 	 	Title: President and Chief Executive Officer of AmeriGas Propane, Inc.	

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Exhibit Index 

Exhibit No.	 	Description	
	 		
99.1	 	Press release	

Contact:	 	610-337-1000	 	For Immediate Release:	
 	 	Brenda Blake, ext 3202
Robert W. Krick, ext. 3141	 	February 15, 2005
	
AmeriGas Reports Resignation of Martha B. Lindsay
Valley Forge, Pa., February 15 — AmeriGas Propane, Inc., general partner of AmeriGas Partners, L. P. (NYSE:APU), announced today that Martha B. Lindsay, vice president-finance and chief financial officer, will resign her position effective April 15, 2005 to pursue new business interests. Until a successor is named, Michael J. Cuzzolina will assume Lindsay’s duties at AmeriGas and will continue with his responsibilities as vice president of accounting and financial control of parent company UGI Corporation (NYSE:UGI).
Eugene V. N. Bissell, chief executive officer of AmeriGas, said, “Martha has been a key player on the AmeriGas leadership team for many years, making significant contributions during her tenure. She will be greatly missed.”
AmeriGas Partners is the nation’s largest retail propane marketer. UGI Corporation (NYSE: UGI) through subsidiaries owns 46% of the partnership and individual unitholders own the remaining 54%.
Comprehensive information about AmeriGas is available on the Internet at http://www.amerigas.com .
AP-03 ### 02/15/05