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                                                                    Exhibit 10.9

                                AMENDMENT #1 TO
                                CONVERTIBLE NOTE

     This Amendment #1 (this "Amendment") to the Convertible Note (the "Notes"),
dated September 23, 1999, issued by Blue Rhino Corporation, a Delaware
corporation (the "Company"), to _________ ("Holder") is dated and is effective
March 31, 2000.

     1.  Subordination Limitation.  Section 26(a) of the Note, is hereby amended
such that Section 26(a) of the Note shall be replaced to read in its entirety as
follows:

          (a)  Subject to the provisions of this Section 26 and Section 27
     hereof, this Note is hereby made and declared to be subject and subordinate
     to the prior payment in full of all indebtedness of the Company and/or USA
     Leasing LLC (the "Lessor") to Bank of America, N.A. (formerly, NationsBank,
     N.A.) (the "Bank") pursuant to that certain Amended and Restated Loan
     Agreement dated as of December 9, 1999 between the Company and the Bank, as
     amended by the Amendment to the Amended and Restated Loan Agreement dated
     April 3, 2000 (the "Loan Agreement"), whether now existing or hereafter
     incurred, including, without limitation, all principal (up to but not
     exceeding Thirty Million Dollars ($30,000,000)), accrued interest
     (including interest accruing after the date on which the Company becomes
     subject to any federal or state debtor relief statute, whether or not
     recoverable against the Company or the Lessor), collection costs and other
     fees or expenses incurred by the Bank in connection therewith,
     (collectively, the "Senior Debt").  The Bank may, at any time, in its
     discretion, renew, modify, or extend the time for payment of all or any
     portion of the Senior Debt, or waive or release any collateral which may be
     held therefor, or enter into any other agreement with the Company and/or
     the Lessor as Bank may deem desirable, all without any notice to or any
     assent from the Holder and without in any way affecting Bank's rights
     hereunder, providing, however, that the Bank shall not, either through
     amendment, waiver, or separate agreement exceed the maximum principal debt
     limit of $30,000,000 under the Senior Debt.


     2.  Company's Right to Redeem.  The first sentence of Section 5 of the Note
is hereby amended such that the first sentence of Section 5 shall be replaced in
its entirety to read as follows:

     At any time or times during the period beginning on the Issuance Date and
     ending on and including August 31, 2000, the Company shall have the right,
     in its sole discretion, to require that some or all of the outstanding
     Conversion Amount of the outstanding Notes issued on such Issuance Date be
     redeemed ("Redemption at Company's Election") for consideration equal to
     the Conversion Amount of such Notes to be redeemed on the Company Election
     Redemption Date (as defined below) (the "Company's Election Redemption
     Price"); provided that the Conditions to Redemption at the Company's
     Election (as set forth below) are satisfied.
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     3.  Company's Right to Convert.  The first sentence of Section 6 of the
Note is hereby amended such that the first sentence of Section 6 shall be
replaced in its entirety to read as follows:

     On any date during the period beginning on the date which is 30 days after
     the Registration Statement has been declared effective by the SEC and
     ending on and including August 31, 2000, the Company shall have the right,
     in its sole discretion, to require that all or portion of the outstanding
     Conversion Amount of this Note be converted ("Company's Conversion
     Election") at the applicable Conversion Rate; provided that the Conditions
     to Conversion at the Company's Election (as set forth below) are satisfied.

     4.  Restrictions on Conversions.  The second sentence of Section 7 of the
Note is hereby amended such that the second sentence of Section 7 shall be
replaced in its entirety to read as follows:

     Subject to the exceptions described below, without the prior consent of the
     Company, the Holder shall not be entitled to convert any Conversion Amount
     of this Note during the period beginning on the Issuance Date of this Note
     and ending on and including August 31, 2000.

     5.  Restriction on Hedging Activities.  The first sentence of Section 11 of
the Note is hereby amended such that the first sentence of Section 11 shall be
replaced in its entirety to read as follows:

     Subject to the exceptions described below, during the period beginning on
     the Initial Closing Date (as defined in the Securities Purchase Agreement)
     and ending on and including August 31, 2000, neither such Buyer nor any of
     its affiliates shall engage, directly or  indirectly, in any transaction
     constituting a "short sale" (as defined in rule 3b-3 of the Securities
     Exchange Act of 1934, as amended) of the Common Stock or similar hedge of
     the Common Stock (collectively, "Short Sales"); provided, however, that the
     Holder and its affiliates are entitled to engage in transactions which
     constitute Short Sales to the extent that following such transaction the
     aggregate short position of the Holder and its affiliates does not exceed
     the sum of (a) the number shares of Common Stock equal to the number of
     shares of Common Stock the Holder and its affiliates have the right to
     acquire upon exercise of the Warrants held by the Holder and its affiliates
     (without regard to any limitations on exercises of the Warrants), plus (b)
     during the period beginning the first day of a Company Mandatory Conversion
     Period and ending on and including the date which is last day of such
     Company Mandatory Conversion Period, that number of shares of Common Stock
     equal to the quotient of (i) the Conversion Amount set forth in a Company's
     Notice of Mandatory Conversion for such Holder and its affiliates with
     respect to such Company Mandatory Conversion Period, divided by (ii) 95% of
     the average of the Weighted Average Price of the Common Stock on each
     trading day during the period beginning on the first day of such Company
     Mandatory Conversion Period

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     and ending on and including the earlier of (A) the last trading day of such
     Company Mandatory Conversion Period and (B) the date as of which the
     determination is being made for purposes of this Section 11.

     6.  Other Provisions.  Except as set forth herein, all other provisions of
the Note shall remain in full force and effect.


                                   * * * * *

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     IN WITNESS WHEREOF, the Company has caused this Amendment #1 to the
Convertible Note to be signed by ___________________, its
___________________________, as of the 31st  day of March, 2000.

                                    BLUE RHINO CORPORATION


                                    By:________________________
                                    Name:______________________
                                    Title:_____________________