Exhibit 10.12

                           OMNIBUS AMENDMENT AGREEMENT

                          Dated as of February 4, 2000




                                  in respect of
                           THERMOGAS TRUST NO. 1999-A
                             PARTICIPATION AGREEMENT
                                 LOAN AGREEMENT
                                 TRUST AGREEMENT
                       Each dated as of December 15, 1999

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


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                                TABLE OF CONTENTS

SECTION              HEADING                                                PAGE

SECTION 1.           AMENDMENT OF ORIGINAL AGREEMENTS..........................2

       Section 1.1.  Amendments to Participation Agreement.....................2
       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................................................7
       Section 6.3.  Headings and Table of Contents............................7
       Section 6.4.  Counterparts..............................................7
       Section 6.5.  Governing Law.............................................7

                                      -1-
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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  (as
successor in interest to Thermogas  L.L.C., a Delaware limited liability company
("Thermogas"),  pursuant to the hereinafter  defined Assumption  Agreement) (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. Thermogas,  The Williams Companies,  Inc., a Delaware  corporation,  the
Certificate  Trustee,  the Agent, the Certificate  Purchaser and the Lender have
heretofore  entered  into  that  certain  Participation  Agreement  dated  as of
December 15, 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 15, 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  15, 1999 (the "Trust
Agreement").

     E. Pursuant to that certain  Assumption  Agreement dated as of December 15,
1999 (the "Assumption Agreement"), the Lessee has assumed all of the obligations
of Thermogas under the Operative Documents.

     F. 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 Lessee
               Guaranty,  the Assumption  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:



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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: