<PAGE> 1
Pricing Supplement No. 3 Filing Under Rule 424(b)(3)
Dated: March 3, 1998 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
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<S> <C> <C>
PRINCIPAL AMOUNT: $15,000,000 CUSIP: 90269QAF6 FIXED RATE NOTE: YES
AMORTIZING NOTE: YES NO X INDEXED NOTE: YES NO X FLOATING RATE NOTE: NO
------ ------- ------ -------
(SEE BELOW) (SEE BELOW) (SEE BELOW)
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<TABLE>
<CAPTION>
FIXED RATE NOTES/FLOATING RATE NOTES FLOATING RATE NOTES:
<S> <C>
Original Issue Date: March 6, 1998 Base Rate:
Interest Rate (if fixed rate): 6.17% CD Rate
Subject to change before maturity date: -----
Yes (See Below) No x Commercial Paper Rate
----- ------ -----
Maturity Date: 3/6/2001 Federal Funds Rate
Issue Price (as a percentage of -----
principal amount): 100% LIBOR (See Below)
Presenting Agent/Principal: Donaldson, Lufkin & Jenrette -----
Commission (%): 0.35% Prime Rate
Net Proceeds to the Company (%): 99.65 -----
Redemption Commencement Date (if any): N/A Treasury Rate
Repayment Dates (if any): N/A -----
Redemption Price: N/A Other (See Below)
Repayment Price: N/A -----
Interest Payment Dates: May 15, Nov 15 Index Maturity:
Original Issue Discount Note: Spread (plus or minus):
Yes: No: x Subject to change before maturity date:
---- ----- Yes (See Below) No
If Yes: ----- -----
Yield to Maturity: Spread Multiplier:
Initial Accrual Period: Subject to change before maturity date:
OID Default Amount: Yes (See Below) No
Reset of Interest Rate, Spread or ----- -----
Spread Multiplier: Maximum Interest Rate:
Yes: (See Below) No: x Minimum Interest Rate:
---- ------ Initial Interest Period:
Any material United States income tax Initial Interest Rate:
consequences of purchasing, holding or Interest Reset Periods:
disposing of the Notes: Interest Reset Dates:
A/S: x Other: Interest Determination Dates:
------------ --------------- Calculation Dates: A/S
Regular Record Date: A/S
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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 $55,000,000; 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 $55,000,000. "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
