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

AmeriGas Partners, L.P.
__________________________________________
(Exact name of registrant as specified in its charter)

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))

Item 8.01 Other Events.

On February 3, 2011, AmeriGas Partners, L.P. (the "Partnership") announced the expiration and final results of the tender offer with respect to its outstanding 7.25% Series A and Series B Senior Notes due 2015 ("2015 Notes"). The tender offer expired at 11:59 p.m. New York City time on February 2, 2011, and a total of $327,901,000 in aggregate principal amount of the 2015 Notes were validly tendered and accepted for repurchase in the tender offer.

Additionally, the Partnership announced that on January 21, 2011, it issued a notice of full optional redemption for the $87,099,000 aggregate principal amount of outstanding 2015 Notes and the $14,640,000 of its 8.875% Series A Senior Notes due 2011 ("2011 Notes") that are outstanding. Holders of the outstanding 2015 Notes will receive a cash payment of $1,036.25 for each $1,000 principal amount of 2015 Notes called for redemption, and holders of the 2011 Notes will receive a cash payment equal to the par value of the 2011 Notes called for redemption. In each case, holders will receive accrued and unpaid interest up to, but not including, the redemption date of February 22, 2011.

A copy of the press release is furnished as Exhibit 99 to this Current Report on Form 8-K and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits. The following exhibit is being furnished herewith:


99 Press release of AmeriGas Partners, L.P. dated February 3, 2011.

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.

Exhibit Index