Exhibit 10.6
                                     
                    FIRST AMENDMENT TO CREDIT AGREEMENT

     THIS FIRST AMENDMENT TO CREDIT AGREEMENT, dated as of
March 5, 1997  (this "Amendment"), amends the Credit Agreement, dated as of
December 11, 1996 (the "Credit Agreement"), between Cornerstone Propane,
L.P., a Delaware limited partnership (the "Borrower"), the various
financial institutions as are or may become parties hereto (collectively,
the "Lenders"), and Bank of America National Trust and Savings Association
("BofA", as agent (the "Agent" for the Lenders).  Terms defined in the
Credit Agreement are, unless otherwise defined herein or the context
otherwise requires, used herein as defined therein.

     WHEREAS, the Lenders and Borrower have entered into the Credit
Agreement, which provides for the Lenders to extend certain credit to the
Company from time to time;

     WHEREAS, the parties hereto desire to amend the Credit Agreement in
certain respects as hereinafter set forth;

     NOW, THEREFORE, in consideration of the premises and for other good
and valuable consideration (the receipt and sufficiency of which are hereby
acknowledged), the parties hereto agree as follows:

     SECTION 1 AMENDMENT.  Subject to the provisions of Section 3 below,
effective as of the date hereof, the Credit Agreement shall be amended in
accordance with this Section 1.

     SECTION 1.1  Section 1.1 - Definitions.  The following definitions
contained in Section 1.1 of the Credit Agreement are amended as follows:

          "Restricted Subsidiary" shall be amended by replacing the
     reference to "Section 8.2.15" with "Section 8.2.14".

          "Issuer" shall be deleted in its entirety and replaced with the
     following:

               "Issuer" means Bank of America Illinois or any successor
          issuer thereto as may be reasonably agreed upon by the Agent,
          Required Lenders and Borrower.

     SECTION 1.2  Section 11.1(c).  Section 11.1(c) of the Credit Agreement
shall be amended by deleting Section 11.1(c) in its entirety and replacing
it with the following:

     "(c)  extend the due date for, or reduce the amount of, any scheduled
     repayment or prepayment of principal of or interest on any Loan (or
     reduce the principal amount of or rate of interest on any Loan) shall
     be made without the consent of each Lender and the holder of the Note
     evidencing such Loan; or"

     SECTION 2 CONDITION PRECEDENT.  This Amendment shall become effective
when this Amendment shall have been duly executed and delivered by the
Company and the Required Lenders.

     SECTION 3 MISCELLANEOUS.

     SECTION 3.1  Continuing Effectiveness, etc.  This Amendment shall be
deemed to be an amendment to the Credit Agreement, and the Credit
Agreement, as amended hereby, shall remain in full force and effect and is
hereby ratified, approved and confirmed in each and every respect.  After
the effectiveness of this Amendment in accordance with its terms, all
references to the Credit Agreement in the Loan Documents or in any other
document, instrument, agreement or writing shall be deemed to refer to the
Credit Agreement as amended hereby.

     SECTION 3.2  Payment of Costs and Expenses.  The Company agrees to pay
on demand all expenses of the Agent (including the fees and out-of-pocket
expenses of counsel to the Agent and allocated costs of internal counsel)
in connection with the negotiation, preparation, execution and delivery of
this Amendment.

     SECTION 3.3  Severability.  Any provision of this Amendment which is
prohibited or unenforceable in any jurisdiction shall, as to such provision
and such jurisdiction, be ineffective to the extent of such prohibition or
unenforceability without invalidating the remaining provisions of this
Amendment or affecting the validity or enforceability of such provision in
any other jurisdiction.

     SECTION 3.4  Headings.  The various headings of this Amendment are
inserted for convenience only and shall not affect the meaning or
interpretation of this Amendment or any provisions hereof.

     SECTION 3.5  Execution in Counterparts.  This Amendment may be
executed by the parties hereto in several counterparts, each of which shall
be deemed to be an original and all of which shall constitute together but
one and the same agreement.

     SECTION 3.6 Governing Law.  THIS AMENDMENT SHALL BE DEEMED TO BE A
CONTRACT MADE UNDER AND GOVERNED BY THE INTERNAL LAWS OF THE STATE OF
ILLINOIS.

     SECTION 3.7  Successors and Assigns.  This Amendment shall be binding
upon and shall inure to the benefit of the parties hereto and their
respective successors and assigns.

     IN WITNESS WHEREOF, the parties hereto have caused this Amendment to
be executed by their respective officers thereunto duly authorized as of
the day and year first above written.


                              CORNERSTONE PROPANE, L.P.


                              By:  CORNERSTONE PROPANE GP, INC.,
                              as managing general partner


                              By:  /s/ R. J. Goedde
                                   ------------------------------
                                Name:   R. J. Goedde
                                     ----------------------------
                                Title:  Exec. Vice Pres/CFO
                                     ----------------------------




                              BANK OF AMERICA NATIONAL TRUST AND SAVINGS
                              ASSOCIATION, as Agent


                              By:  /s/ Patrick A. Dunbar
                                   ------------------------------
                                Name:   Patrick A. Dunbar
                                     ----------------------------
                                Title:  Vice President
                                     ----------------------------




                              BANK OF AMERICA ILLINOIS, as a
                              Lender and Issuer


                              By:  /s/ Patrick A. Dunbar
                                   ------------------------------
                                Name:   Patrick A. Dunbar
                                     ----------------------------
                                Title:  Vice President
                                     ----------------------------




                              THE FIRST NATIONAL BANK OF BOSTON


                              By:  /s/ Michael P. Hannon
                                   ------------------------------
                                Name:   Michael P. Hannon
                                     ----------------------------
                                Title:  Director
                                     ----------------------------





                              DG BANK DEUTSCHE
                              GENOSSENSCHAFTSBANK,
                              CAYMAN ISLAND BRANCH


                              By:  /s/ Norah McCann
                                   ------------------------------
                                Name:   Norah McCann
                                     ----------------------------
                                Title:  Vice President
                                     ----------------------------





                              UNION BANK OF CALIFORNIA, N.A.


                              By:  /s/ Walter M. Roth
                                   ------------------------------
                                Name:   Walter M. Roth
                                     ----------------------------
                                Title:  Vice President
                                     ----------------------------





                              THE BANK OF NOVA SCOTIA


                              By:  /s/ Eric M. Knight
                                   ------------------------------
                                Name:   Eric M. Knight
                                     ----------------------------
                                Title:  Relationship Manager
                                     ----------------------------





                              THE SUMITOMO BANK, LIMITED

                              By:  /s/ Carole A. Daley
                                   ------------------------------
                                Name:   Carole A. Daley
                                     ----------------------------
                                Title:  Vice President and Manager
                                     ----------------------------


                              By:  /s/ J. William Bloore
                                   ------------------------------
                                Name:   J. William Bloore
                                     ----------------------------
                                Title:  Vice President
                                     ----------------------------





                              CAISSE NATIONALE DE CREDIT AGRICOLE

                              By:  /s/ Dean Balice
                                   ------------------------------
                                Name:   Dean Balice
                                     ----------------------------
                                Title:  Senior Vice President
                                     ----------------------------
                                        Branch Manager





                              CORESTATES BANK, N.A.

                              By:  /s/ Anthony D. Braxton
                                   ------------------------------
                                Name:   Anthony D. Braxton
                                     ----------------------------
                                Title:  Vice President
                                     ----------------------------