Ownership Submission
FORM 3
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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(Print or Type Responses)
1. Name and Address of Reporting Person *
  GRADY R PAUL
2. Date of Event Requiring Statement (Month/Day/Year)
03/03/2012
3. Issuer Name and Ticker or Trading Symbol
AMERIGAS PARTNERS LP [APU]
(Last)
(First)
(Middle)
460 NORTH GULPH ROAD
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Vice President and COO
5. If Amendment, Date Original Filed(Month/Day/Year)
(Street)

KING OF PRUSSIA, PA 19406
6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City)
(State)
(Zip)
Table I - Non-Derivative Securities Beneficially Owned
1.Title of Security
(Instr. 4)
2. Amount of Securities Beneficially Owned
(Instr. 4)
3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)
4. Nature of Indirect Beneficial Ownership
(Instr. 5)
APU Common Units 3,072
D
 

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. SEC 1473 (7-02)
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 4)
2. Date Exercisable and Expiration Date
(Month/Day/Year)
3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
4. Conversion or Exercise Price of Derivative Security 5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
6. Nature of Indirect Beneficial Ownership
(Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
Phantom Units 01/13/2013 01/13/2013(1) APU Common Units 2,800 $ 0 D  
Phantom Units 01/13/2014 01/13/2014(2) APU Common Units 11,200 $ 0 D  
Performance Units   (3) 12/31/2014 APU Common Units 4,500 $ 0 D  

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
GRADY R PAUL
460 NORTH GULPH ROAD
KING OF PRUSSIA, PA 19406
      Vice President and COO  

Signatures

Jessica A. Milner, Attorney-In-Fact for R. Paul Grady 03/05/2012
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 5(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) Each Phantom Unit represents the right of the reporting person to receive an APU Common Unit after one year of employment. These units will also vest in the event that the Company terminates the recipient's employment without cause prior to the vesting date.
(2) Each Phantom Unit represents the right of the reporting person to receive an APU Common Unit after two years of employment. These units will also vest in the event that the Company terminates the recipient's employment without cause prior to the vesting date.
(3) Effective January 17, 2012, the reporting person was granted Performance Units. Each Performance Unit represents the right of the recipient to receive an APU Common Unit, if specified performance goals and other conditions are met.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, See Instruction 6 for procedure.

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