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):	 	August 17, 2006	

 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 1.01 Entry into a Material Definitive Agreement.
Director Compensation

On August 17, 2006, the Board of Directors of AmeriGas Propane, Inc., the general partner of AmeriGas Partners, L.P. (the "General Partner") approved, based on market data, a $10,000 increase in the annual cash compensation payable to each member of the Board of Directors who is not an employee or officer of the General Partner or UGI Corporation, the parent company of the General Partner. As a result, effective October 1, 2006, each non-employee director shall receive an annual retainer of $65,000 for serving as a director of the General Partner. There was no change in the existing additional annual retainer for the chairperson or members of the Audit Committee.

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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.	
  	 	 	 	 	
August 21, 2006	 	By:	 	Margaret M. Calabrese	
 	 	 	 		
 	 	 	 	Name: Margaret M. Calabrese	
 	 	 	 	Title: Assistant Secretary of AmeriGas Propane, Inc., the general partner of AmeriGas Partners, L.P.