<PAGE> 1
Pricing Supplement No. 1 Filing Under Rule 424(b)(3)
Dated: June 10, 1997 Registration No. 333-4288
(To Prospectus dated May 7, 1996 and
Prospectus Supplement dated August 1, 1996)
$75,000,000
UGI UTILITIES, INC.
SERIES B MEDIUM-TERM NOTES
<TABLE>
<S> <C> <C>
PRINCIPAL AMOUNT: $20,000,000 CUSIP: 90269Q AD1 FIXED RATE NOTE: __YES__
AMORTIZING NOTE: YES_____ NO ___X___ INDEXED NOTE: YES_____ NO ___X___ FLOATING RATE NOTE: __NO__
(SEE BELOW) (SEE BELOW) (SEE BELOW)
</TABLE>
<TABLE>
<S> <C>
FIXED RATE NOTES/FLOATING RATE NOTES: Interest Payment Dates: May 15, Nov 15
Original Issue Discount Note:
Original Issue Date: June 16, 1997 Yes:____ No: __X__
Interest Rate (if fixed rate): 7.17% If Yes:
Subject to change before maturity date: Yield to Maturity:
Yes_____(See Below) No __X__ Initial Accrual Period:
Maturity Date: 6/15/07 OID Default Amount:
Issue Price (as a percentage of Reset of Interest Rate, Spread or
principal amount): 100% Spread Multiplier:
Presenting Agent/Principal:Donaldson,Lufkin&Jenrette Yes:____(See Below) No: __X__
Commission (%): 0.625% Any material United States income tax
Net Proceeds to the Company (%): 99.375 consequences of purchasing, holding or
Redemption Commencement Date (if any): N/A disposing of the Notes:
Repayment Dates (if any): N/A A/S: __X__ Other:_______________
Redemption Price: N/A
Repayment Price: N/A
FLOATING RATE NOTES: Spread Multiplier:
Subject to change before maturity date:
Base Rate: Yes_____(See Below) No_____
_____ CD Rate Maximum Interest Rate:
_____ Commercial Paper Rate Minimum Interest Rate:
_____ Federal Funds Rate Initial Interest Period:
_____ LIBOR (See Below) Initial Interest Rate:
_____ Prime Rate Interest Reset Periods:
_____ Treasury Rate Interest Reset Dates:
_____ Other (See Below) Interest Determination Dates:
Index Maturity: Calculation Dates: A/S
Spread (plus or minus): Regular Record Date: A/S
Subject to change before maturity date:
Yes_____(See Below) No_____
</TABLE>
NO ADDITIONAL TERMS
As of the date of this Pricing Supplement the aggregate initial public
offering price of the Notes (as defined in the Prospectus Supplement) which have
been sold (including the Notes to which this Pricing Supplement relates) is
$20,000,000; and the aggregate initial public offering price of Debt Securities
(as defined in the Prospectus) which have been sold (including the Notes to
which this Pricing Supplement relates) is $20,000,000. "N/A" as used herein
means "Not Applicable", "A/S" as used herein means "As stated in the Prospectus
Supplement referred to above."
DONALDSON, LUFKIN & JENRETTE
SECURITIES CORPORATION
