Exhibit 10.11




                                            OMNIBUS AMENDMENT AGREEMENT

                                           Dated as of February 4, 2000




                                                   in respect of
                                          FERRELLGAS, LP TRUST NO. 1999-A
                                              PARTICIPATION AGREEMENT
                                                  LOAN AGREEMENT
                                                  TRUST AGREEMENT
                                         Each dated as of December 1, 1999

                                        -----------------------------------











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                                TABLE OF CONTENTS

SECTION              HEADING                                                PAGE

SECTION 1.           AMENDMENT OF ORIGINAL AGREEMENTS..........................1

       Section 1.1.  Amendments to Participation Agreement.....................1
       Section 1.2.  Amendments to Loan Agreement..............................4
       Section 1.3.  Amendments to Trust Agreement.............................5

SECTION 2.           REPRESENTATIONS OF THE LESSEE.............................6


SECTION 3.           AUTHORIZATION AND DIRECTION...............................6


SECTION 4.           EFFECTIVENESS.............................................6


SECTION 5.           FEES AND EXPENSES.........................................6


SECTION 6.           MISCELLANEOUS.............................................6

       Section 6.1.  Construction..............................................6
       Section 6.2.  References................................................6
       Section 6.3.  Headings and Table of Contents............................7
       Section 6.4.  Counterparts..............................................7
       Section 6.5.  Governing Law.............................................7


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                           OMNIBUS AMENDMENT AGREEMENT

     THIS  OMNIBUS  AMENDMENT  AGREEMENT  dated as of  February  4,  2000  (this
"Amendment")  is among  FERRELLGAS,  LP, a  Delaware  limited  partnership  (the
"Lessee"),  FERRELLGAS,  INC., a Delaware  corporation (the "General  Partner"),
FIRST SECURITY BANK, NATIONAL  ASSOCIATION,  a national banking association,  in
its  individual  capacity and in its capacity as  certificate  trustee under the
Trust Agreement  referred to below (the "Certificate  Trustee"),  FIRST SECURITY
TRUST COMPANY OF NEVADA, a Nevada banking corporation (the "Agent"), and BANC OF
AMERICA LEASING & CAPITAL, LCC, as Certificate Purchaser under the Participation
Agreement  referred to below (the  "Certificate  Purchaser") and as Lender under
the Participation Agreement referred to below (the "Lender").


                                    RECITALS:

     A.  Capitalized  terms used herein and not otherwise  defined  herein shall
have the  respective  meanings  set  forth in the  Participation  Agreement  (as
hereinafter defined and as amended hereby).

     B. The Lessee, the General Partner, the Certificate Trustee, the Agent, the
Certificate  Purchaser and the Lender have heretofore  entered into that certain
Participation  Agreement  dated  as of  December  1,  1999  (the  "Participation
Agreement").

     C. The  Certificate  Trustee,  the Agent  and the  Lender  have  heretofore
entered into that certain Loan Agreement dated as of December 1, 1999 (the "Loan
Agreement").

     D. The Certificate Purchaser and First Security Bank, National Association,
in its individual capacity and as Certificate  Trustee,  have heretofore entered
into that  certain  Trust  Agreement  dated as of  December  1, 1999 (the "Trust
Agreement").

     E. The Lessee, the General Partner, the Certificate Trustee, the Agent, the
Certificate  Purchaser  and the  Lender  now  desire to amend the  Participation
Agreement,  the  Loan  Agreement  and the  Trust  Agreement  (collectively,  the
"Original  Agreements") in the respects,  but only in the respects,  hereinafter
set forth.

     NOW, THEREFORE,  the Lessee, the General Partner,  the Certificate Trustee,
the Agent,  the Certificate  Purchaser and the Lender,  in consideration of good
and  valuable  consideration  the  receipt  and  sufficiency  of which is hereby
acknowledged, do hereby agree as follows:

SECTION 1.           AMENDMENT OF ORIGINAL AGREEMENTS.

     Section 1.1. Amendments to Participation  Agreement. (a) Section 8.3 of the
Participation  Agreement  shall be and is hereby  amended  and  restated  in its
entirety to read as follows:


               "Section  8.3.  Action upon  Instructions  Generally.  Subject to
          Sections  8.4 and  8.6,  upon  written  instructions  of the  Required
          Participants,  Agent shall, on behalf of the  Participants,  give such
          notice or direction, exercise such right, remedy or power hereunder or
          in  respect  of the  Units,  and give such  consent or enter into such
          amendment  to any  document  to which it is a party as Agent as may be
          specified  in  such   instructions.   Agent  shall   deliver  to  each
          Participant a copy of each notice,  report and certificate received by
          Agent  pursuant  to the  Operative  Documents.  Agent  shall  have  no
          obligation to investigate or determine  whether there has been a Lease
          Event of Default or a Lease Default. Agent shall not be deemed to have
          notice or  knowledge  of a Lease  Event of  Default  or Lease  Default
          unless a  Responsible  Officer of Agent is notified in writing of such
          Lease Event of Default or Lease Default;  provided that Agent shall be
          deemed to have been  notified  in writing of any  failure of Lessee to
          pay Rent in the  amounts  and at the times set forth in  Article IV of
          the Lease. If Agent receives notice of a Lease Event of Default, Agent
          shall  give  prompt  notice  thereof,  at  Lessee's  expense,  to each
          Participant.  Subject to Sections  8.4, 8.6 and 9.5,  Agent shall take
          action or refrain from taking  action with respect to such Lease Event
          of Default as directed by the Required  Participants;  provided  that,
          unless and until Agent  receives  such  directions,  Agent may refrain
          from  taking any action  with  respect to such Lease Event of Default.
          Prior to the date the Lease  Balance shall have become due and payable
          by  acceleration  pursuant to Section 8.2 of the Lease,  the  Required
          Participants  may deliver written  instructions to Agent to waive, and
          Agent shall waive pursuant thereto, any Lease Event of Default and its
          consequences;  provided  that in the  absence of written  instructions
          from all Participants, Agent shall not waive any: (i) Payment Default,
          or (ii)  covenant or provision  which,  under  Section 9.5,  cannot be
          modified or amended without the consent of all Participants. As to any
          matters not expressly  provided for by this  Participation  Agreement,
          Agent  shall  in  all  cases  be  fully  protected  in  acting,  or in
          refraining  from acting,  hereunder in  accordance  with  instructions
          signed  by the  Required  Participants  and such  instructions  of the
          Required  Participants and any action taken or failure to act pursuant
          thereto shall be binding on each Participant."

     (b) The following  definitions set forth in Appendix I to the Participation
Agreement shall be and are hereby amended and restated to read as follows:

               "Eligible  Assignee"  means  (i) a  commercial  bank  or  finance
          company  organized  under the laws of the United States,  or any state
          thereof,  and  having  a  combined  capital  and  surplus  of at least
          $100,000,000;  (ii) a commercial  bank organized under the laws of any
          other  country  which is a member  of the  Organization  for  Economic
          Cooperation and Development (the "OECD"),  or a political  subdivision
          of any such country,  and having a combined  capital and surplus of at
          least $100,000,000, provided that such bank is acting through a branch
          or agency  located in the United  States;  and (iii) a Person  that is
          primarily  engaged  in the  business  of  commercial  banking  or is a
          finance  company and that is (A) a Subsidiary of a Participant,  (B) a
          Subsidiary of a Person of which a Participant  is a Subsidiary,  (C) a
          Person of which a Participant is a Subsidiary,  or (D) a Subsidiary of
          a Person  described  in clauses (i) or (ii) above the  obligations  of
          which are  guaranteed  by a Person  described  in clauses  (i) or (ii)
          above.

               "Interest Rate" for any Class of Notes shall mean for any Payment
          Period,  the sum of the LIBO Rate plus the Applicable  Margin for such
          Class of Notes or at any time that the  provisions  of Section  7.6 of
          the  Participation  Agreement shall apply, the Alternate Base Rate for
          such  Class of Notes  plus a margin  selected  by the  holders of such
          class of Notes  (subject to the  Lessee's  consent  which shall not be
          unreasonably  withheld)  which margin when added to the Alternate Base
          Rate would most  closely  approximate  the LIBO Rate most  recently in
          effect plus the Applicable Margin.

               "Operative Documents" shall mean the Participation Agreement, the
          Lease,  the Bill of Sale, the Loan Agreement,  the Assignment of Lease
          and Rent, the Trust Agreement,  the Agent Fee Letter,  the Trustee Fee
          Letter, the Notes and the Certificates.

               "Payment  Period" shall mean Quarterly  Payment Period during the
          Lease  Term;  provided  that any Payment  Period that would  otherwise
          extend beyond the Final  Maturity Date shall end on the Final Maturity
          Date.

               "Required  Participants"  shall  mean,  as of  the  date  of  the
          determination,  (i) for  purposes of any  amendment,  modification  or
          waiver  of  Article  IV,  Article  V (to the  extent  such  amendment,
          modification or waiver reduces or adversely effects the rights, duties
          or  interests  of  Participants  of one or more  classes  of  Notes or
          Certificates without equally affecting the rights, duties or interests
          of the  Participants  holding Notes or Certificates of the other class
          or classes), Article VI (to the extent such amendment, modification or
          waiver reduces or adversely effects the rights, duties or interests of
          Participants of one or more classes of Notes or  Certificates  without
          equally affecting the rights,  duties or interests of the Participants
          holding Notes or Certificates of the other class or classes),  Article
          VIII (to the extent such amendment,  modification or waiver relates to
          the  articles  described  in this  clause  (i)) and  Article IX of the
          Lease, (A) Lenders holding at least a majority in aggregate  principal
          amount  of the  Class  A Notes  and (B)  Lenders  holding  at  least a
          majority in  aggregate  principal  amount of the Class B Notes and (C)
          Certificate  Purchasers  holding  at  least a  majority  in  aggregate
          principal  amount  of  Certificates,  (ii) for  purposes  of the Trust
          Agreement,  Certificate  Purchasers  holding  at least a  majority  in
          aggregate principal amount of the Certificates and (iii) for all other
          purposes,  subject  to  Section  9.5 of the  Participation  Agreement,
          Participants holding at least a majority in aggregate principal amount
          of Notes and Certificates.

               "Yield Rate" shall mean, with respect to each Payment Period, the
          applicable  rate at which Yield shall  accrue and be payable from time
          to time on the  Certificates,  which  rate shall be the rate per annum
          equal to the sum of (i) the LIBO  Rate for such  Payment  Period  plus
          (ii)  4.00%  or, at any time the  Certificates  bear  interest  at the
          Alternate  Base Rate,  the Alternate Base Rate for such Payment Period
          plus a margin selected by the holders of the Certificates  (subject to
          the Lessee's  consent which shall not be unreasonably  withheld) which
          margin  when  added to the  Alternate  Base Rate  would  most  closely
          approximate the LIBO Rate most recently in effect plus 4.00%.

     Section  1.2.  Amendments  to Loan  Agreement.  (a) Section 3.1 of the Loan
Agreement shall be and is hereby amended and restated in its entirety to read as
follows:

     "Section 3.1. Rent  Distribution.  Except as otherwise  provided in Section
3.3,  each  payment  of Basic  Rent  under the Lease as well as any  payment  of
interest on overdue  installments  of Basic Rent under the Lease,  and any other
monies  paid over by  Lessee or  Borrower  to Agent for such  purpose,  shall be
distributed  as promptly as possible (it being  understood  that any payments of
Basic Rent received by Agent under the Lease on a timely basis and in accordance
with the  provisions of the Lease shall be  distributed  on the date received in
the funds so received) in the following order of priority:

               first, (a) an amount equal to the aggregate amount of the payment
          of interest  (as well as any  interest on (to the extent  permitted by
          Applicable  Laws and  Regulations)  overdue  interest) then due on the
          Loans  evidenced by the Class A Notes shall be distributed and paid to
          the Lenders  holding Class A Notes pro rata,  in  proportion  that the
          unpaid  principal  amount of Loans evidenced by the Class A Notes held
          by each such Lender bears to the aggregate unpaid balance of the Loans
          evidenced  by the  Class  A  Notes  and  (b) an  amount  equal  to the
          aggregate  amount of the payment of interest  (as well as any interest
          on (to the  extent  permitted  by  Applicable  Laws  and  Regulations)
          overdue interest) then due on the Loans evidenced by the Class B Notes
          shall be distributed and paid to the Lenders holding Class B Notes pro
          rata,  in  proportion  that  the  unpaid  principal  amount  of  Loans
          evidenced  by the Class B Notes held by each such Lender  bears to the
          aggregate  unpaid balance of the Loans evidenced by the Class B Notes,
          in each  case,  without  priority  of one  Lender  or one  class  over
          another;

               second, an amount equal to the aggregate amount of principal then
          due on the  Loans  evidenced  by the  Class A Notes  shall be paid and
          distributed  to the Lenders  holding  Class A Notes pro rata among the
          Lenders  holding  Class A Notes,  without  priority of one such Lender
          over another,  in the proportion that the unpaid  principal  amount of
          the  Loans  evidenced  by the Class A Notes  held by each such  Lender
          bears to the aggregate  unpaid principal amount of the Loans evidenced
          by the Class A Notes; and

               third, the balance, if any, of such payment remaining  thereafter
          shall be  distributed  in accordance  with Section 3.2(b) of the Trust
          Agreement."

          (b) Section 3.5 of the Loan  Agreement  shall be and is hereby amended
     by deleting the reference  therein to "clause fourth of Section  3.2(b)(i)"
     and substituting "clause second of Section 3.2(b)(i)" in place thereof.

     Section 1.3.  Amendments to Trust  Agreement.  Section  3.2(c) of the Trust
Agreement shall be and is hereby amended and restated in its entirety to read as
follows:

          "(c) Mandatory  Prepayments  and Other  Payments.  Except as otherwise
     provided in Section 3.3, all amounts  received by Certificate  Trustee from
     Agent (other than Excluded  Amounts) pursuant to clause "second" of Section
     3.2(a), clause "second" of Section 3.2(b)(i), or clause "second" of Section
     3.2(c)(ii),  in each  case,  of the Loan  Agreement  shall  be  distributed
     forthwith  upon receipt by  Certificate  Trustee in the following  order of
     priority:  first, so much of such payment as shall be required to reimburse
     Certificate  Trustee for any expenses not otherwise  reimbursed as to which
     Certificate  Trustee  is  entitled  to be so  reimbursed  pursuant  to  the
     provisions hereof shall be retained by Certificate Trustee; second, so much
     of such payment as shall be required to pay in full (or in part in the case
     of amounts received pursuant to clause "second" of such Section  3.2(b)(i))
     the aggregate  Certificate Amounts and all accrued but unpaid Yield thereon
     to the date of  distribution  shall be paid to the  Certificate  Purchasers
     (pro  rata  among  the  Certificate  Purchasers,  without  priority  of one
     Certificate   Purchaser  over  the  other,   in  the  proportion  that  the
     outstanding  Certificate Amounts of each Certificate Purchaser bears to the
     aggregate outstanding Certificate Amounts); and third, the balance, if any,
     shall be paid to Lessee."

SECTION 2.           REPRESENTATIONS OF THE LESSEE.

     The  Lessee  represents  and  warrants  that  (i) all  representations  and
warranties  set forth in the Lease,  as amended,  are true and correct as of the
date hereof and are  incorporated  herein by  reference  with the same force and
effect as though  herein  set forth in full and (ii) no Lease  Default  or Lease
Event of Default exists.

SECTION 3.           AUTHORIZATION AND DIRECTION.

     The  Certificate  Purchaser,  by  its  execution  hereof,   authorizes  the
Certificate Trustee to execute and deliver this Amendment.

SECTION 4.           EFFECTIVENESS.

     Upon the  execution  and  delivery of this  Amendment  by the  Lessee,  the
General Partner, the Certificate  Trustee, the Agent, the Certificate  Purchaser
and the  Lender,  this  Amendment  shall be  effective  as of the date set forth
above.

SECTION 5.           FEES AND EXPENSES.

     Lessee  agrees  to  pay  all  the  reasonable  fees  and  expenses  of  the
Certificate Purchaser in connection with the negotiation, preparation, approval,
execution  and delivery of this  Amendment  (including  the fees and expenses of
their special counsel).

SECTION 6.           MISCELLANEOUS.

     Section 6.1. Construction.  This Amendment shall be construed in connection
with  and as part  of the  Original  Agreements,  and  except  as  modified  and
expressly  amended  by this  Amendment,  all  terms,  conditions  and  covenants
contained in the Original Agreements are hereby ratified and shall be and remain
in full force and effect.

     Section 6.2. References.  Any and all notices,  requests,  certificates and
other  instruments  executed and  delivered  after the execution and delivery of
this  Amendment may refer to the Original  Agreements  without  making  specific
reference to this Amendment but nevertheless all such references shall be deemed
to include this Amendment unless the context otherwise requires.

     Section 6.3.  Headings and Table of Contents.  The headings of the Sections
of this  Amendment  and the Table of  Contents  are  inserted  for  purposes  of
convenience   only  and  shall  not  be  construed  to  affect  the  meaning  or
construction  of any of the  provisions  hereof and any  reference  to  numbered
Sections, unless otherwise indicated, are to Sections of this Amendment.

     Section 6.4. Counterparts.  This Amendment may be executed in any number of
counterparts,  each  executed  counterpart  constituting  an  original  but  all
together only one Amendment.

     SECTION  6.5.  GOVERNING  LAW.  THIS  AMENDMENT  SHALL BE  GOVERNED  BY AND
CONSTRUED  IN  ACCORDANCE  WITH  THE LAWS OF THE  STATE  OF NEW YORK  (EXCLUDING
CHOICE-OF-LAW  PRINCIPLES  OF THE LAW OF  SUCH  STATE  THAT  WOULD  REQUIRE  THE
APPLICATION OF THE LAWS OF A JURISDICTION OTHER THAN SUCH STATE).


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     IN WITNESS  WHEREOF,  the Lessee,  the  General  Partner,  the  Certificate
Trustee,  the Agent,  the Certificate  Purchaser and the Lender have caused this
instrument to be executed, all as of the day and year first above written.

Lessee:                           FERRELLGAS, LP, as Lessee


                                  By Ferrellgas, Inc., its General Partner




                                  By:
                                  Name:
                                  Title:


General Partner:                  FERRELLGAS, INC.




                                  By:
                                  Name:
                                  Title:


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Certificate Trustee:              FIRST SECURITY BANK, NATIONAL ASSOCIATION,
                                  in its individual capacity and as
                                  Certificate Trustee




                                  By:
                                  Name:
                                  Title:




<PAGE>


Agent:                            FIRST SECURITY TRUST COMPANY OF NEVADA,
                                  not in its individual capacity except as
                                  expressly stated herein, but solely as Agent




                                  By:
                                  Name:
                                  Title:


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Certificate Purchaser:            BANC OF AMERICA LEASING & CAPITAL, LLC,
                                  as Certificate Purchaser




                                  By:
                                  Name:
                                  Title:


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Lender:                           BANC OF AMERICA LEASING & CAPITAL, LLC,
                                  as Lender



                                  By:
                                  Name:
                                  Title: