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
MAY 21, 2002
(DATE OF REPORT)
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                        1-13692                       23-2787918
           DELAWARE                    33-92734-01                       23-2800532
           DELAWARE                   333-72986-02                       23-3074434
           DELAWARE                   333-72986-01                       23-3077318
(STATE OR OTHER JURISDICTION        (COMMISSION FILE                  (I.R.S. EMPLOYER
       OF INCORPORATION)                 NUMBER)                      IDENTIFICATION NO.)	

460 N. GULPH ROAD
KING OF PRUSSIA, PENNSYLVANIA 19406
 (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
(610) 337-7000
(REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE)

AmeriGas Partners, L.P. Form 8-K Page 2 May 21, 2002
ITEM 4. CHANGES IN REGISTRANTS' CERTIFYING ACCOUNTANT.
On May 21, 2002, AmeriGas Propane, Inc. ("AmeriGas"), the general partner of AmeriGas Partners, L.P. (the "Partnership"), determined to dismiss the Partnership's independent auditors, Arthur Andersen LLP ("Andersen"), and to appoint PricewaterhouseCoopers LLP ("PWC") as the Partnership's new independent auditors. This determination followed AmeriGas' decision to seek proposals from independent accountants to audit the consolidated financial statements of the Partnership and was approved by AmeriGas' Board of Directors upon the recommendation of its Audit Committee. PWC will audit the consolidated financial statements of the Partnership for the fiscal year ending September 30, 2002.
During the two most recent fiscal years of the Partnership ended September 30, 2001, and the subsequent interim period through May 21, 2002, there were no disagreements between the Partnership and Andersen on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to Andersen's satisfaction, would have caused Andersen to make reference to the subject matter of the disagreement in connection with its reports.
None of the reportable events described under Item 304(a)(1)(v) of Regulation S-K occurred within the two most recent fiscal years of the Partnership ended September 30, 2001 or within the subsequent interim period through May 21, 2002.
The audit reports of Andersen on the consolidated financial statements of the Partnership as of and for the fiscal years ended September 30, 2000 and 2001 did not contain any adverse opinion or disclaimer of opinion, nor were they qualified or modified as to uncertainty, audit scope or accounting principles except that the fiscal year 2001 report contained an explanatory paragraph indicating that the Partnership changed its methods of accounting for tank installation costs and nonrefundable tank fees and adopted the provisions of SFAS No. 133. AmeriGas provided Andersen with a copy of the foregoing disclosures. A letter from Andersen, dated May 22, 2002, stating its agreement with such statements is attached hereto as Exhibit 16.
During the two most recent fiscal years of the Partnership ended September 30, 2001, and the subsequent interim period through May 21, 2002, the Partnership did not consult PWC with respect to the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Partnership's consolidated financial statements, or any other matters or reportable events listed in Items 304(a)(2)(i) and 304 (a)(2)(ii) of Regulation S-K.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
c) Exhibits.
Exhibit No.
16. Letter of Arthur Andersen LLP regarding change in certifying accountant

AmeriGas Partners, L.P.                                                 Form 8-K
Page 3                                                              May 21, 2002

                  99.      News release dated May 22, 2002	

SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) the registrants have duly caused this report to be signed on their behalf by the undersigned hereunto duly authorized.
AMERIGAS PARTNERS, L.P.
 By: AmeriGas Propane, Inc.,
its General Partner

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

AMERIGAS FINANCE CORP.

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

AMERIGAS EAGLE FINANCE CORP.

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

AP EAGLE FINANCE CORP.

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

Date:  May 21, 2002	

AmeriGas Partners, L.P. Form 8-K Page 4 May 21, 2002
EXHIBIT INDEX
16. Letter of Arthur Andersen LLP regarding change in certifying accountant
99. News release dated May 22, 2002

Office of the Chief Accountant
Securities and Exchange Commission
450 Fifth Avenue, N.W.
Washington, DC 20549
May 22, 2002
Ladies and Gentlemen:
We have read the second, third and fourth paragraphs of Item 4 included in the Form 8-K dated May 21, 2002 of AmeriGas Partners, L.P., AmeriGas Finance Corp., AmeriGas Eagle Finance Corp. and AP Eagle Finance Corp. to be filed with the Securities and Exchange Commission and are in agreement with the statements contained therein.
Very truly yours,
Arthur Andersen LLP
Copy to:
Martha B. Lindsay, Vice President - Finance and Chief Financial Officer AmeriGas Propane, Inc.

Contact: Robert W. Krick For Immediate Release: May 22, 2002 610-337-1000, ext. 3141
AMERIGAS PARTNERS APPOINTS PRICEWATERHOUSECOOPERS LLP AS INDEPENDENT AUDITOR
VALLEY FORGE, Pa., May 22 -- AmeriGas Propane, Inc., general partner of AmeriGas Partners, L.P. (NYSE: APU), announced that its Board of Directors has appointed PricewaterhouseCoopers (PwC) as the partnership's independent auditor for the fiscal year ending September 30, 2002. After extensive evaluation, the Board selected PwC based on its experience in the energy industry and the quality of the professionals assigned to AmeriGas' account.
PwC replaces Arthur Andersen LLP as AmeriGas' independent auditor. The decision to change auditors was not the result of any disagreement between the partnership and Arthur Andersen on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedures.
AmeriGas' chairman Lon R. Greenberg said, "We look forward to working with PwC as our independent auditor. Although Andersen has served us very well, always thorough, responsive, independent and professional, we believe the changes occurring within Andersen will prevent the firm from continuing to serve our needs."
AmeriGas Partners is the nation's largest retail propane marketer. UGI Corp. (NYSE: UGI) through subsidiaries owns 51% of the partnership and individual unitholders own the remaining 49%.
Comprehensive information about AmeriGas is available on the Internet at 
HTTP://WWW.AMERIGAS.COM.
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