932628--11/21/2008--AMERIGAS_PARTNERS

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{tax, income, asset}

{investment, property, distribution}

{product, market, service}

{condition, economic, financial}

{stock, price, operating}

{gas, price, oil}

{capital, credit, financial}

{debt, indebtedness, cash}

{cost, regulation, environmental}

{acquisition, growth, future}

{competitive, industry, competition}

{loss, insurance, financial}

{provision, law, control}

{customer, product, revenue}

{stock, price, share}

Our profitability is subject to propane pricing and inventory risk. High propane prices can lead to customer conservation, resulting in reduced demand for our product. Volatility in credit and capital markets may restrict our ability to grow, increase the likelihood of defaults by our customers and counterparties and adversely affect our operating results. Supplier defaults may have a negative effect on our operating results. Changes in commodity market prices may have a negative effect on our liquidity. Our operations may be adversely affected by competition from other energy sources. Our ability to increase revenues is adversely affected by the maturity of the retail propane industry. Our ability to grow will be adversely affected if we are not successful in making acquisitions or integrating the acquisitions we have made. We are subject to operating and litigation risks that may not be covered by insurance. We may be unable to respond effectively to competition, which may adversely affect our operating results. Our net income will decrease if we are required to incur additional costs to comply with new governmental safety, health, transportation and environmental regulations. Our operations, capital expenditures and financial results may be affected by regulatory changes and/or market responses to global climate change. Risks Inherent in an Investment in Our Common Units Cash distributions are not guaranteed and may fluctuate with our performance. Our General Partner has broad discretion to determine the amount of available cash for distribution to holders of our equity securities through the establishment and maintenance of cash reserves, thereby potentially lessening and limiting the amount of available cash eligible for distribution. Holders of Common Units may experience dilution of their interests. The market price of the Common Units may be adversely affected by various change of management provisions. Restrictive covenants in the agreements governing our indebtedness and other financial obligations may reduce our operating flexibility. Holders of Common Units have limited voting rights, management and control of us. Holders of Common Units may be required to sell their Common Units against their will. Holders of Common Units may not have limited liability in certain circumstances and may be liable for the return of distributions that cause our liabilities to exceed our assets. Our General Partner has conflicts of interest and limited fiduciary responsibilities, which may permit our General Partner to favor its own interest to the detriment of holders of Common Units. Our General Partner may voluntarily withdraw or sell its general partner interest. The IRS could treat us as a corporation for tax purposes or changes in federal or state laws could subject us to entity-level taxation, which would substantially reduce the cash available for distribution to holders of Common Units. States may subject partnerships to entity-level taxation in the future; thereby decreasing the amount of cash available to us for distributions and potentially causing a decrease in our distribution levels. Holders of Common Units will likely be subject to state, local and other taxes in states where holders of Common Units live or as a result of an investment in the Common Units. A successful IRS contest of the federal income tax positions that we take may adversely affect the market for Common Units and the costs of any contest will be borne directly or indirectly by the unitholders and our General Partner. Holders of Common Units may be required to pay taxes even if they do not receive any cash distributions. Ownership of Common Units may have adverse tax consequences for tax-exempt organizations and certain other investors. There are limits on the deductibility of losses that may adversely affect holders of Common Units. Our tax shelter registration could increase the risk of a potential audit by the IRS. Tax gain or loss on disposition of Common Units could be different than expected. The reporting of partnership tax information is complicated and subject to audits. There is a possibility of loss of tax benefits relating to nonconformity of Common Units and nonconforming depreciation conventions.

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932628--11/21/2008--AMERIGAS_PARTNERS_LP