##### 



UNITED STATES SECURITIES AND
    EXCHANGE COMMISSION
 Washington, D.C.
    20549
  Form 10-K
  þ

ANNUAL REPORT PURSUANT TO
    SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
    1934For the fiscal year ended
    July 31, 2007oro

TRANSITION REPORT PURSUANT TO
    SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
    1934For the transition period from
    
    to   Commission file numbers:
    001-11331,
    333-06693,
    000-50182
    and
    000-50183
 Ferrellgas Partners,
    L.P.
 Ferrellgas Partners Finance
    Corp.
 Ferrellgas, L.P.
 Ferrellgas Finance
    Corp.
 (Exact name of registrants as
    specified in their charters)
  Delaware

43-1698480Delaware

43-1742520Delaware

43-1698481Delaware

14-1866671(States or other jurisdictions
    of
    incorporation or organization)

(I.R.S. Employer
    Identification Nos.)7500 College Boulevard,
    Suite 1000,
    Overland Park, Kansas(Address of principal
    executive office)

66210(Zip Code)   Registrants telephone
    number, including area code:
 (913) 661-1500
      Securities registered pursuant
    to Section 12(b) of the Act:
  Common Units of Ferrellgas Partners, L.P.

New York Stock ExchangeTitle of each class

Name of each exchange on which
    registered       Securities registered pursuant
    to Section 12(g) of the Act:
 Limited Partner Interests of
    Ferrellgas, L.P.
 Common Stock of Ferrellgas
    Finance Corp.
      Title of class
    þ o
    o þ
  o þ
  þ o
  Regulation S-K Form 10-K Form 10-K. þ
  Rule 12b-2
    þ o o
    o o þ
  Rule 12b-2
  o þ
  þ o
      Ferrellgas Partners, L.P.


62,958,674



Common UnitsFerrellgas Partners Finance
    Corp.


1,000



Common StockFerrellgas, L.P.


n/a



n/aFerrellgas Finance Corp.


1,000



Common Stock  Documents Incorporated by
    Reference: None
  FORM 10-K FORM 10-K




---



##### 



FERRELLGAS
    PARTNERS, L.P.
    FERRELLGAS PARTNERS FINANCE CORP.
    FERRELLGAS, L.P.
    FERRELLGAS FINANCE CORP.
  2007
    FORM 10-K
    ANNUAL REPORT
  Table of Contents
  
  PagePART IITEM 1.

BUSINESS


1ITEM 1A.

RISK
    FACTORS


10ITEM 1B.

UNRESOLVED STAFF
    COMMENTS


31ITEM 2.

PROPERTIES


32ITEM 3.

LEGAL
    PROCEEDINGS


33ITEM 4.

SUBMISSION OF
    MATTERS TO A VOTE OF SECURITY HOLDERS


33PART IIITEM 5.

MARKET FOR
    REGISTRANTS COMMON EQUITY, RELATED UNITHOLDER AND
    STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY
    SECURITIES


33ITEM 6.

SELECTED FINANCIAL
    DATA


35ITEM 7.

MANAGEMENTS
    DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
    OPERATIONS


37ITEM 7A.

QUANTITATIVE AND
    QUALITATIVE DISCLOSURES ABOUT MARKET RISK


53ITEM 8.

FINANCIAL
    STATEMENTS AND SUPPLEMENTARY DATA


54ITEM 9.

CHANGES IN AND
    DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
    DISCLOSURE


54ITEM 9A.

CONTROLS AND
    PROCEDURES


54ITEM 9B.

OTHER
    INFORMATION


58PART IIIITEM 10.

DIRECTORS AND
    EXECUTIVE OFFICERS OF THE REGISTRANTS


58ITEM 11.

EXECUTIVE
    COMPENSATION


62ITEM 12.

SECURITY OWNERSHIP
    OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED
    UNITHOLDER MATTERS


73ITEM 13.

TRANSACTIONS WITH
    RELATED PERSONS, PROMOTERS AND CERTAIN CONTROL PERSONS


76ITEM 14.

PRINCIPAL
    ACCOUNTANT FEES AND SERVICES


77PART IVITEM 15.

EXHIBITS AND
    FINANCIAL STATEMENT SCHEDULES


78




---



##### 



PART I
  ITEM 1.
    BUSINESS.    Form 10-K,
  
    us, we, our, or
    ours, are references exclusively to Ferrellgas
    Partners, L.P. together with its consolidated subsidiaries,
    including Ferrellgas Partners Finance Corp., Ferrellgas, L.P.
    and Ferrellgas Finance Corp., except when used in connection
    with common units, in which case these terms refer
    to Ferrellgas Partners, L.P. without its consolidated
    subsidiaries;
    Ferrellgas Partners refers to Ferrellgas Partners,
    L.P. itself, without its consolidated subsidiaries;
    the operating partnership refers to Ferrellgas,
    L.P.; together with its consolidated subsidiaries, including
    Ferrellgas Finance Corp.
    our general partner refers to Ferrellgas, Inc.;
    Ferrell Companies refers to Ferrell Companies, Inc.,
    the sole shareholder of our general partner;
    unitholders refers to holders of common units of
    Ferrellgas Partners;
    customers refers to customers other than our
    wholesale customers or our other bulk propane distributors or
    marketers;
    propane sales volumes refers to the volume of
    propane sold to our customers and excludes any volumes of bulk
    propane sold to our wholesale customers and other bulk propane
    distributors or marketers; and
    Notes refers to the notes of the consolidated
    financial statements of Ferrellgas Partners or the operating
    partnership, as applicable.        Form 10-K
 1




---



##### 



General
          Fiscal Year Ended

Propane Sales Volumes(In millions)July 31, 2007


805July 31, 2006


809July 31, 2005


898     Our
    History
     2




---



##### 



Business
    Strategy
    
    maximize operating efficiencies through the utilization of our
    technology platform;
    capitalize on our national presence and economies of scale;
    expand our operations through disciplined acquisitions and
    internal growth; and
    align employee interest with our investors through significant
    employee ownership.  Maximizing
    operating efficiencies through utilization of our technology
    platform.
  on-site
      Capitalizing
    on our national presence and economies of
    scale.
    
    product procurement;
    transportation;
    fleet purchases; 3




---



##### 




    propane customer administration; and
    general administration.      Expanding
    our operations through disciplined acquisitions and internal
    growth.
      Aligning
    employee interests with our investors through significant
    employee
    ownership.
    Distribution
    of Propane and Related Equipment and Supplies
   4




---



##### 




    our efficiency in delivering propane to customers;
    our employee training and safety programs;
    our enhanced customer service, facilitated by our technology
    platform and our nationwide 24 hour/seven days a week
    retail customer call support capabilities; and
    our national distributor network for our commercial and portable
    tank exchange customers.      
    residential;
    industrial/commercial;
    portable tank exchange;
    agricultural; and
    other.  cents-per-gallon
         5




---



##### 



Effect
    of Weather and Seasonality
        Risk
    Management Activities
           6




---



##### 



Industry
       7




---



##### 



Competition
      Other
    Activities
    
    common carrier services;
    the sale of carbon dioxide;
    wholesale propane marketing and distribution;
    wholesale marketing of propane appliances; and
    the sale of refined fuels.    Employees
      Propane distribution locations


2,963Risk management, transportation
    and wholesale


190Centralized corporate functions


411Total


3,564     Governmental
    Regulation  Environmental and Safety
    Matters
     8




---



##### 



Trademarks
    and Service Marks
    ® ® tm ® tm ® ® ® ® tm tm ® ® ® ® ® ® ® ® ® ® ® ® ®
  Businesses
    of Other Subsidiaries
  Form 10-K.
  Form 10-K.
   9




---



##### 



ITEM 1A.
    RISK
    FACTORS.  Risks
    Inherent in the Distribution of Propane
  Weather
    conditions may reduce the demand for propane; our financial
    condition is vulnerable to warm winters and poor weather in the
    grilling season.
      Hurricanes
    and other natural disasters could have a material adverse effect
    on our business, financial condition and results of
    operations.
    The
    propane distribution business is highly competitive, which may
    negatively affect our sales volumes and/or our results of
    operations.
   10




---



##### 



The
    propane distribution industry is a mature one, which may limit
    our growth.
    The
    propane distribution business faces competition from other
    energy sources, which may reduce the existing demand for our
    propane.
    Energy
    efficiency and technology advances may affect demand for
    propane; increases in propane prices may cause our residential
    customers to increase their conservation efforts.
    Current
    economic and political conditions may harm the energy business
    disproportionately to other industries.
    
    impair our ability to effectively market or acquire
    propane; or
    impair our ability to raise equity or debt capital for
    acquisitions, capital expenditures or ongoing operations. 11




---



##### 



Motor
    fuel prices are at relatively high levels and rising motor fuel
    prices may adversely affect our profits.
    The
    revenues received from our portable tank exchange are
    concentrated with a limited number of retailers under
    non-exclusive arrangements that may be terminated at
    will.
    If the
    independently-owned distributors that some of our customers rely
    upon for the delivery of propane by portable tank exchange do
    not perform up to the expectations of such customers, if we
    encounter difficulties in managing the operations of these
    distributors or if we or these distributors are not able to
    manage growth effectively, our relationships with our customers
    may be adversely impacted and our delivery of propane by
    portable tank exchange may decline.
    If we
    are unable to manage the impact of overfill prevention device
    valve guidelines, our delivery of propane by portable tank
    exchange may decline.
   12




---



##### 



We
    depend on particular management information systems to
    effectively manage all aspects of our delivery of
    propane.
    Potential
    retail partners may not be able to obtain necessary permits or
    may be substantially delayed in obtaining necessary permits,
    which may adversely impact our ability to increase our delivery
    of propane by portable tank exchange to new retail
    locations.
    Risks
    Inherent to Our Business
  Our
    substantial debt and other financial obligations could impair
    our financial condition and our ability to fulfill our
    obligations.
    
    we had total indebtedness of approximately $1,072.5 million;
    Ferrellgas Partners had partners capital of approximately
    $236.7 million;
    we had availability under our bank credit facilities of
    approximately $297.0 million; and
    we had aggregate future minimum rental commitments under
    non-cancelable operating leases of approximately
    $106.3 million; provided, however, if we elect to purchase
    the underlying assets at the end of the lease terms, such
    aggregate buyout would be $25.4 million.    
    $93.0 million  2008;
    $54.4 million  2009;
    $194.2 million  2010; 13




---



##### 




    $83.0 million  2011;
    $268.9 million  2012; and
    $321.6 million  thereafter.    and/or
    
    make it more difficult for us to satisfy our obligations with
    respect to our securities;
    impair our ability to obtain additional financing in the future
    for working capital, capital expenditures, acquisitions, general
    corporate purposes or other purposes;
    result in higher interest expense in the event of increases in
    interest rates since some of our debt is, and will continue to
    be, at variable rates of interest;
    impair our operating capacity and cash flows if we fail to
    comply with financial and restrictive covenants in our debt
    agreements and an event of default occurs as a result of that
    failure that is not cured or waived;
    require us to dedicate a substantial portion of our cash flow to
    payments on our indebtedness and other financial obligations,
    thereby reducing the availability of our cash flow to fund
    distributions, working capital, capital expenditures and other
    general partnership requirements;
    limit our flexibility in planning for, or reacting to, changes
    in our business and the industry in which we operate; and
    place us at a competitive disadvantage compared to our
    competitors that have proportionately less debt.  Ferrellgas
    Partners or the operating partnership may be unable to refinance
    their indebtedness or pay that indebtedness if it becomes due
    earlier than scheduled.
    
    restructure or refinance their indebtedness;
    enter into other necessary financial transactions;
    seek additional equity capital;
    or sell their assets.   14




---



##### 



Restrictive
    covenants in the agreements governing our indebtedness and other
    financial obligations may reduce our operating
    flexibility.
    
    incur additional indebtedness;
    make distributions to our unitholders;
    purchase or redeem our outstanding equity interests or
    subordinated debt;
    make specified investments;
    create or incur liens;
    sell assets;
    engage in specified transactions with affiliates;
    restrict the ability of our subsidiaries to make specified
    payments, loans, guarantees and transfers of assets or interests
    in assets;
    engage in sale-leaseback transactions;
    effect a merger or consolidation with or into other companies or
    a sale of all or substantially all of our properties or
    assets; and
    engage in other lines of business.    
    to obtain future financings;
    to make needed capital expenditures;
    to withstand a future downturn in our business or the economy in
    general; or
    to conduct operations or otherwise take advantage of business
    opportunities that may arise.     15




---



##### 



Our
    results of operations and our ability to make distributions or
    pay interest or principal on debt securities could be negatively
    impacted by price and inventory risk and management of these
    risks.
      and/or
    case-by-case and/or
 16




---



##### 



We are
    dependent on our principal suppliers, which increases the risks
    from an interruption in supply and transportation.
    The
    availability of cash from our credit facilities may be impacted
    by many factors beyond our control.
    
    a significant increase in the cost of propane;
    a significant delay in the collections of accounts receivable;
    increased volatility in energy commodity prices related to risk
    management activities;
    increased liquidity requirements imposed by insurance providers;
    a significant downgrade in our credit rating;
    decreased trade credit; or
    a significant acquisition.    We may
    not be successful in making acquisitions and any acquisitions we
    make may not result in our anticipated results; in either case,
    this would potentially limit our growth, limit our ability to
    compete and impair our results of operations.
   17




---



##### 




    we will be able to acquire any of these candidates on
    economically acceptable terms;
    we will be able to successfully integrate acquired operations
    with any expected cost savings;
    any acquisitions made will not be dilutive to our earnings and
    distributions;
    any additional equity we issue as consideration for an
    acquisition will not be dilutive to our unitholders; or
    any additional debt we incur to finance an acquisition will not
    affect the operating partnerships ability to make
    distributions to Ferrellgas Partners or service the operating
    partnerships existing debt.  We are
    subject to operating and litigation risks, which may not be
    covered by insurance.
    Risks
    Inherent to an Investment in Our Debt Securities
  Ferrellgas
    Partners and the operating partnership are required to
    distribute all of their available cash to their equity holders
    and Ferrellgas Partners and the operating partnership are not
    required to accumulate cash for the purpose of meeting their
    future obligations to holders of their debt securities, which
    may limit the cash available to service those debt
    securities.
    Debt
    securities of Ferrellgas Partners will be structurally
    subordinated to all indebtedness and other liabilities of the
    operating partnership and its subsidiaries.
    
    the lenders under the operating partnerships indebtedness;
    the claims of lessors under the operating partnerships
    operating leases;
    the claims of the lenders and their affiliates under the
    operating partnerships accounts receivable securitization
    facility; 18




---



##### 




    debt securities, including any subordinated debt securities,
    issued by the operating partnership; and
    all other possible future creditors of the operating partnership
    and its subsidiaries.    All
    payments on any subordinated debt securities that we may issue
    will be subordinated to the payments of any amounts due on any
    senior indebtedness that we may have issued or
    incurred.
    Debt
    securities of Ferrellgas Partners are expected to be
    non-recourse to the operating partnership, which will limit
    remedies of the holders of Ferrellgas Partners debt
    securities.
    Ferrellgas
    Partners or the operating partnership may be unable to
    repurchase debt securities upon a change of control; it may be
    difficult to determine if a change of control has
    occurred.
   19




---



##### 



There
    may be no active trading market for our debt securities, which
    may limit a holders ability to sell our debt
    securities.
    
    a liquid market for the debt securities will develop;
    a debt holder will be able to sell its debt securities; or
    a debt holder will receive any specific price upon any sale of
    its debt securities.    Risks
    Inherent to an Investment in Ferrellgas Partners
    Equity
  Ferrellgas
    Partners may sell additional limited partner interests, diluting
    existing interests of unitholders.
    Cash
    distributions are not guaranteed and may fluctuate with our
    performance and other external factors.
    
    cash flow generated by operations;
    weather in our areas of operation;
    borrowing capacity under our credit facilities;
    principal and interest payments made on our debt; 20




---



##### 




    the costs of acquisitions, including related debt service
    payments;
    restrictions contained in debt instruments;
    issuances of debt and equity securities;
    fluctuations in working capital;
    capital expenditures;
    adjustments in reserves made by our general partner in its
    discretion;
    prevailing economic conditions; and
    financial, business and other factors, a number of which will be
    beyond our control.    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.
    
    to comply with the terms of any of our agreements or
    obligations, including the establishment of reserves to fund the
    payment of interest and principal in the future of any debt
    securities of Ferrellgas Partners or the operating partnership;
    to provide for level distributions of cash notwithstanding the
    seasonality of our business; and
    to provide for future capital expenditures and other payments
    deemed by our general partner to be necessary or advisable.    The
    debt agreements of Ferrellgas Partners and the operating
    partnership may limit their ability to make distributions to
    holders of their equity securities.
    
    making any distributions to unitholders if an event of default
    exists or would exist when such distribution is made; 21




---



##### 




    distributing amounts in excess of 100% of available cash for the
    immediately preceding fiscal quarter if its consolidated fixed
    charge coverage ratio as defined in the indenture is greater
    than 1.75 to 1.00; or
    distributing amounts in excess of $25.0 million less any
    restricted payments made for the prior sixteen fiscal quarters
    plus the aggregate cash contributions made to us during that
    period if its consolidated fixed charge coverage ratio as
    defined in the indenture is less than or equal to 1.75 to 1.00.    The
    distribution priority to our common units owned by the public
    terminates no later than April 30, 2010.
    and/or
  Persons
    owning 20% or more of Ferrellgas Partners common units
    cannot vote. This limitation does not apply to common units
    owned by Ferrell Companies, our general partner and its
    affiliates.
    
    discourage a person or group from attempting to remove our
    general partner or otherwise change management; and
    reduce the price at which our common units will trade under
    various circumstances.   22




---



##### 



Risks
    Arising from Our Partnership Structure and Relationship with Our
    General Partner
  Ferrellgas
    Partners is a holding entity and has no material operations or
    assets. Accordingly, Ferrellgas Partners is dependent on
    distributions from the operating partnership to service its
    obligations. These distributions are not guaranteed and may be
    restricted.
      
    incur additional indebtedness;
    engage in transactions with affiliates;
    create or incur liens;
    sell assets;
    make restricted payments, loans and investments;
    enter into business combinations and asset sale
    transactions; and
    engage in other lines of business.  The
    ownership of our general partner could change if Ferrell
    Companies defaults on its outstanding
    indebtedness.
   23




---



##### 



Unitholders
    have limits on their voting rights; our general partner manages
    and operates us, thereby generally precluding the participation
    of our unitholders in operational decisions.
      
    the vote of the holders of at least
    662/3%
    of the outstanding units entitled to vote thereon, which
    includes the common units owned by our general partner and its
    affiliates; and
    upon the election of a successor general partner by the vote of
    the holders of not less than a majority of the outstanding
    common units entitled to vote.    Our
    general partner has a limited call right with respect to the
    limited partner interests of Ferrellgas Partners.
    Unitholders
    may not have limited liability in specified circumstances and
    may be liable for the return of distributions.
    
    remove or replace our general partner;
    make specified amendments to our partnership agreements; or
    take other action pursuant to our partnership agreements that
    constitutes participation in the control of our
    business,     24




---



##### 



Our
    general partners liability to us and our unitholders may
    be limited.
    
    the general partner does not breach any duty to us or our
    unitholders by borrowing funds or approving any borrowing; our
    general partner is protected even if the purpose or effect of
    the borrowing is to increase incentive distributions to our
    general partner;
    our general partner does not breach any duty to us or our
    unitholders by taking any actions consistent with the standards
    of reasonable discretion outlined in the definitions of
    available cash and cash from operations contained in our
    partnership agreements; and
    our general partner does not breach any standard of care or duty
    by resolving conflicts of interest unless our general partner
    acts in bad faith.    Our
    general partner and its affiliates may have conflicts with
    us.
      
    decisions of our general partner with respect to the amount and
    timing of our cash expenditures, borrowings, acquisitions,
    issuances of additional securities and changes in reserves in
    any quarter may affect the amount of incentive distributions we
    are obligated to pay our general partner;
    borrowings do not constitute a breach of any duty owed by our
    general partner to our unitholders even if these borrowings have
    the purpose or effect of directly or indirectly enabling us to
    make distributions to the holder of our incentive distribution
    rights, currently our general partner, or to hasten the
    expiration of the deferral period with respect to the common
    units held by Ferrell Companies;
    we do not have any employees and rely solely on employees of our
    general partner and its affiliates;
    under the terms of our partnership agreements, we must reimburse
    our general partner and its affiliates for costs incurred in
    managing and operating us, including costs incurred in rendering
    corporate staff and support services to us;
    our general partner is not restricted from causing us to pay it
    or its affiliates for any services rendered on terms that are
    fair and reasonable to us or causing us to enter into additional
    contractual arrangements with any of such entities; 25




---



##### 




    neither our partnership agreements nor any of the other
    agreements, contracts and arrangements between us, on the one
    hand, and our general partner and its affiliates, on the other,
    are or will be the result of arms-length negotiations;
    whenever possible, our general partner limits our liability
    under contractual arrangements to all or a portion of our
    assets, with the other party thereto having no recourse against
    our general partner or its assets;
    our partnership agreements permit our general partner to make
    these limitations even if we could have obtained more favorable
    terms if our general partner had not limited its liability;
    any agreements between us and our general partner or its
    affiliates will not grant to our unitholders, separate and apart
    from us, the right to enforce the obligations of our general
    partner or such affiliates in favor of us; therefore, our
    general partner will be primarily responsible for enforcing
    those obligations;
    our general partner may exercise its right to call for and
    purchase common units as provided in the partnership agreement
    of Ferrellgas Partners or assign that right to one of its
    affiliates or to us;
    our partnership agreements provide that it will not constitute a
    breach of our general partners fiduciary duties to us for
    its affiliates to engage in activities of the type conducted by
    us, other than retail propane sales to end users in the
    continental United States in the manner engaged in by our
    general partner immediately prior to our initial public
    offering, even if these activities are in direct competition
    with us;
    our general partner and its affiliates have no obligation to
    present business opportunities to us;
    our general partner selects the attorneys, accountants and
    others who perform services for us. These persons may also
    perform services for our general partner and its affiliates. Our
    general partner is authorized to retain separate counsel for us
    or our unitholders, depending on the nature of the conflict that
    arises; and
    Mr. Ferrell is the Chief Executive Officer of our general
    partner and the Chairman of its Board of Directors.
    Mr. Ferrell also owns other companies with whom we may,
    from time to time, conduct our ordinary business operations.
    Mr. Ferrells ownership of these entities may conflict
    with his duties as an officer and director of our general
    partner, including our relationship and conduct of business with
    any of Mr. Ferrells companies.    Ferrell
    Companies may transfer the ownership of our general partner
    which could cause a change of our management and affect the
    decisions made by our general partner regarding resolutions of
    conflicts of interest.
    Our
    general partner may voluntarily withdraw or sell its general
    partner interest.
    Our
    general partner can protect itself against
    dilution.
   26




---



##### 



Tax
    Risks
  The
    IRS could treat us as a corporation for tax purposes, which
    would substantially reduce the cash available for distribution
    to our unitholders.
        A
    successful IRS contest of the federal income tax positions we
    take may reduce the market value of our common units and the
    costs of any contest will be borne by us and therefore
    indirectly by our unitholders and our general
    partner.
    
    our classification as a partnership for federal income tax
    purposes; or
    whether our propane operations generate qualifying
    income under Section 7704 of the Internal Revenue
    Code.    Unitholders
    may be required to pay taxes on income from us even if
    unitholders do not receive any cash distributions from
    us.
    The
    ratio of taxable income to cash distributions could be higher or
    lower than our estimates, which could result in a material
    reduction of the market value of our common units.
   27




---



##### 



There
    are limits on the deductibility of losses
    Tax
    gain or loss on the disposition of our common units could be
    different than expected.
    Tax-exempt
    entities, regulated investment companies, and foreign persons
    face unique tax issues from owning common units that may result
    in additional tax liability or reporting requirements for
    them.
  non-U.S. persons, non-U.S. persons non-U.S. persons
  Certain
    information relating to a unitholders investment may be
    subject to special IRS reporting requirements.
   28




---



##### 



An
    audit of us may result in an adjustment or an audit of a
    unitholders own tax return.
    Reporting
    of partnership tax information is complicated and subject to
    audits; we cannot guarantee conformity to IRS
    requirements.
  Schedule K-1
  Unitholders
    may lose tax benefits as a result of nonconforming depreciation
    conventions.
    As a
    result of investing in our common units, a unitholder will
    likely be subject to state and local taxes and return filing
    requirements in jurisdictions where it does not
    live.
    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, including a decrease in the minimum
    quarterly distribution.
   29




---



##### 



Unitholders
    may have negative tax consequences if we default on our debt or
    sell assets.
    Conflicts
    of Interest
      
    decisions of our general partner with respect to the amount and
    timing of our cash expenditures, borrowings, acquisitions,
    issuances of additional securities and changes in reserves in
    any quarter may affect the amount of incentive distributions we
    are obligated to pay our general partner;
    borrowings do not constitute a breach of any duty owed by our
    general partner to our unitholders even if these borrowings have
    the purpose or effect of directly or indirectly enabling us to
    make distributions to the holder of our incentive distribution
    rights, currently our general partner, or to hasten the
    expiration of the deferral period with respect to the common
    units held by Ferrell Companies;
    we do not have any employees and rely solely on employees of our
    general partner and its affiliates;
    under the terms of our partnership agreements, we must reimburse
    our general partner and its affiliates for costs incurred in
    managing and operating us, including costs incurred in rendering
    corporate staff and support services to us;
    our general partner is not restricted from causing us to pay it
    or its affiliates for any services rendered on terms that are
    fair and reasonable to us or causing us to enter into additional
    contractual arrangements with any of such entities;
    neither our partnership agreements nor any of the other
    agreements, contracts and arrangements between us, on the one
    hand, and our general partner and its affiliates, on the other,
    are or will be the result of arms-length negotiations;
    whenever possible, our general partner limits our liability
    under contractual arrangements to all or a portion of our
    assets, with the other party thereto having no recourse against
    our general partner or its assets;
    our partnership agreements permit our general partner to make
    these limitations even if we could have obtained more favorable
    terms if our general partner had not limited its liability;
    any agreements between us and our general partner or its
    affiliates will not grant to our unitholders, separate and apart
    from us, the right to enforce the obligations of our general
    partner or such affiliates in favor of us; therefore, our
    general partner will be primarily responsible for enforcing
    those obligations;
    our general partner may exercise its right to call for and
    purchase common units as provided in the partnership agreement
    of Ferrellgas Partners or assign that right to one of its
    affiliates or to us;
    our partnership agreements provide that it will not constitute a
    breach of our general partners fiduciary duties to us for
    its affiliates to engage in activities of the type conducted by
    us, other than retail propane sales to end users in the
    continental United States in the manner engaged in by our
    general partner immediately prior to our initial public
    offering, even if these activities are in direct competition
    with us; 30




---



##### 




    our general partner and its affiliates have no obligation to
    present business opportunities to us;
    our general partner selects the attorneys, accountants and
    others who perform services for us. These persons may also
    perform services for our general partner and its affiliates. Our
    general partner is authorized to retain separate counsel for us
    or our unitholders, depending on the nature of the conflict that
    arises; and
    Mr. Ferrell is Chief Executive Officer of our general
    partner and the Chairman of its Board of Directors.
    Mr. Ferrell also owns other companies with whom we may,
    from time to time, conduct our ordinary business operations.
    Mr. Ferrells ownership of these entities may conflict
    with his duties as an officer and director of our general
    partner, including our relationship and conduct of business with
    any of Mr. Ferrells companies.  Fiduciary
    Responsibilities
      ITEM 1B.
    UNRESOLVED
    STAFF COMMENTS.   31




---



##### 



ITEM 2.
    PROPERTIES.    Owned


Leased


TotalTruck tractors


59



121



180Propane transport trailers


259



48



307Portable tank delivery trucks


268



211



479Portable tank exchange delivery
    trailers


149



47



196Bulk propane delivery trucks


1,142



763



1,905Pickup and service trucks


1,010



381



1,391Railroad tank cars






98



98     on-site
             32




---



##### 



ITEM 3.
    LEGAL
    PROCEEDINGS.    ITEM 4.
    SUBMISSION
    OF MATTERS TO A VOTE OF SECURITY HOLDERS.    PART II
  ITEM 5.
    MARKET
    FOR REGISTRANTS COMMON EQUITY, RELATED UNITHOLDER AND
    STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY
    SECURITIES.  Common
    Units of Ferrellgas Partners
    Common Unit


DistributionsPrice Range


DeclaredHigh


Low


per Unit2006First Quarter

$
22.49


$
20.75


$
0.50Second Quarter


21.95



20.18



0.50Third Quarter


22.49



21.00



0.50Fourth Quarter


22.50



20.99



0.50   2007First Quarter

$
23.65


$
21.41


$
0.50Second Quarter


23.84



20.85



0.50Third Quarter


23.83



22.03



0.50Fourth Quarter


25.28



23.33



0.50    33




---



##### 



Recent
    Sales of Unregistered Securities
    Ferrellgas
    Partners Tax Matters
    Common
    Equity of Other Registrants
      Equity
    Compensation Plan Information
   34




---



##### 



ITEM 6.
    SELECTED
    FINANCIAL DATA.    Ferrellgas Partners, L.P.Year Ended July 31,2007


2006


2005


2004


2003(In thousands, except per unit data)Income Statement
    Data:Total revenues

$
1,992,440


$
1,895,470


$
1,754,114


$
1,308,386


$
1,165,678Interest expense


87,953



84,235



91,518



74,467



63,664Earnings (loss) from continuing
    operations before discontinued operations and cumulative effect
    of change in accounting principle


34,800



25,009



(15,375
)


20,501



52,970Basic and diluted earnings (loss)
    per common unit from continuing operations before discontinued
    operations and cumulative effect of change in accounting
    principle

$
0.55


$
0.41


$
(0.41
)

$
0.30


$
1.15Cash distributions declared per
    common unit

$
2.00


$
2.00


$
2.00


$
2.00


$
2.00Balance Sheet Data at end of
    period:Working capital (deficit)(1)

$
42,503


$
27,244


$
38,885


$
46,137


$
(3,862
)Total assets


1,503,403



1,549,500



1,508,973



1,578,175



1,061,396Long-term debt


1,011,751



983,545



948,977



1,153,652



888,226Partners capital


236,657



265,745



333,678



202,099



2,919Operating Data:Propane sales volumes (in
    thousands of gallons)


804,732



808,890



897,606



873,711



898,622Capital expenditures
    :Maintenance

$
16,935


$
13,003


$
17,259


$
20,422


$
14,187Growth


29,732



29,448



25,089



12,270



4,123Technology initiative






915



10,466



8,688



14,699Tank lease buyout


















154,129Acquisition


35,466



38,057



31,699



438,326



41,310Total

$
82,133


$
81,423


$
84,513


$
479,706


$
228,448     (1)
    
    Working capital (deficit) is the sum of current assets less
    current liabilities.  35




---



##### 



Ferrellgas, L.P.Year Ended July 31,2007


2006


2005


2004


2003Income Statement
    Data:Total revenues

$
1,992,440


$
1,895,470


$
1,754,114


$
1,308,386


$
1,165,678Interest expense


64,201



60,537



67,430



54,242



45,317Earnings from continuing
    operations before discontinued operations and cumulative effect
    of change in accounting principle


59,427



49,465



9,128



41,410



79,598Balance Sheet Data at end of
    period:Working capital(1)

$
44,737


$
28,874


$
41,078


$
48,593


$
7,792Total assets


1,499,951



1,544,051



1,504,271



1,570,990



1,055,691Long-term debt


741,900



713,316



678,367



882,662



668,657Partners capital


511,356



539,910



608,987



475,567



231,815Operating Data:Propane sales volumes (in
    thousands of gallons)


804,732



808,890



897,606



873,711



898,622Capital expenditures:Maintenance

$
16,935


$
13,003


$
17,259


$
20,422


$
14,187Growth


29,732



29,448



25,089



12,270



4,123Technology initiative






915



10,466



8,688



14,699Tank lease buyout


















154,129Acquisition


35,466



38,057



32,430



438,326



41,310Total

$
82,133


$
81,423


$
85,244


$
479,706


$
228,448     (1)
    
    Working capital is the sum of current assets less current
    liabilities.    
    maintenance capital expenditures, which include capitalized
    expenditures for betterment and replacement of property, plant
    and equipment;
    growth capital expenditures, which include expenditures for
    purchases of both bulk and portable propane tanks and other
    equipment to facilitate expansion of our customer base and
    operating capacity;
    technology initiative capital expenditures, which include
    expenditures for purchases of computer hardware and software and
    the development of new software;
    tank lease buyout expenditures, which are related to the
    purchase of bulk propane tanks and related assets during fiscal
    2003 that we previously leased; these bulk propane tanks were
    originally leased in connection with the Thermogas acquisition,
    which we completed in fiscal 2000; and
    acquisition capital expenditures, which include expenditures
    related to the acquisition of retail distribution propane
    operations; acquisition capital expenditures represent the total
    cost of acquisitions less working capital acquired.     36




---



##### 



ITEM 7.
    MANAGEMENTS
    DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
    OPERATIONS.      Form 10-K.
    
    because Ferrellgas Partners issued $268.0 million in
    aggregate principal amount of
    83/4% senior
    notes due fiscal 2012, the two partnerships incur different
    amounts of interest expense on their outstanding indebtedness;
    see the statements of earnings in their respective consolidated
    financial statements and Notes J  Long-term
    debt  in the respective notes to their consolidated
    financial statements; and
    Ferrellgas Partners issued common units in several transactions
    during fiscal 2006 and fiscal 2007.  Overview
         37




---



##### 



cents-per-gallon cents-per-gallon
    
    maximize operating efficiencies through utilization of our
    technology platform;
    capitalize on our national presence and economies of scale;
    expand our operations through disciplined acquisitions and
    internal growth; and
    align employee interest with our investors through significant
    employee ownership.    
    Gross margin from propane and other gas liquids sales increased
    $21.5 million primarily due to higher average propane
    margins per gallon, temperatures which were 6% colder than the
    prior year, and acquisitions completed within the last
    12 months.;
    Operating expense increased $6.0 million primarily due to
    continued tank exchange growth and acquisitions completed within
    the last 12 months.
    Interest expense increased $3.7 million primarily due to
    increased borrowings on our unsecured bank credit facilities
    primarily to fund acquisitions and growth capital expenditures.
    Loss on disposal of assets and other increased $3.3 million
    primarily due to a loss on the sale of non-strategic assets in
    the current year as well as a gain on the sale of non-strategic
    assets in the prior year that was not repeated in the current
    year.    Forward-looking
    statements
     38




---



##### 




    whether the operating partnership will have sufficient funds to
    meet its obligations, including its obligations under its debt
    securities, and to enable it to distribute to Ferrellgas
    Partners sufficient funds to permit Ferrellgas Partners to meet
    its obligations with respect to its existing debt and equity
    securities;
    whether Ferrellgas Partners and the operating partnership will
    continue to meet all of the quarterly financial tests required
    by the agreements governing their indebtedness; and
    the expectation that revenues  propane and other
    liquids sales, cost of product sold  propane and
    other gas liquids, gross margin  propane and other
    gas liquids, operating income and earnings from continuing
    operations will increase in fiscal 2008.        Results
    of Operations
  Fiscal
    Year Ended July 31, 2007 vs. July 31,
    2006
  Increase


Percentage2007


2006


(Decrease)


Change(Amounts in thousands)Propane sales volumes (gallons)


804,732



808,890



(4,158
)


(0.5
)%Propane and other gas liquids sales

$
1,757,423


$
1,697,940



59,483



3.5
%Gross margin from propane and
    other gas liquids sales(a)


610,254



588,763



21,491



3.7
%Operating income


126,768



111,222



15,546



14.0
%Interest expense


87,953



84,235



3,718



4.4
%     (a)
    
    Gross margin from propane and other gas liquids sales represents
    Propane and other gas liquids sales less Cost of product
    sold  propane and other gas liquids sales.     39




---



##### 



Interest
    expense of the operating partnership
    Forward
    looking
    statements.
    
    our assumption that interest rates will remain relatively stable
    in fiscal 2008;
    our assumption that weather will remain close to normal during
    fiscal 2008; and
    our assumption that propane sales volumes will increase in
    fiscal 2008.  Fiscal
    Year Ended July 31, 2006 vs. July 31,
    2005
  Increase


Percentage2006


2005


(Decrease)


Change(Amounts in thousands)Propane sales volumes (gallons)


808,890



897,606



(88,716
)


(9.9
)%Propane and other gas liquids sales

$
1,697,940


$
1,592,325



105,615



6.6
%Gross margin from propane and
    other gas liquids sales(a)


588,763



540,320



48,443



9.0
%Operating income


111,222



75,788



35,434



46.8
%Interest expense


84,235



91,518



(7,283
)


(8.0
)%     (a)
    
    Gross margin from propane and other gas liquids sales represents
    Propane and other gas liquids sales less Cost of product
    sold  propane and other gas liquids sales.   40




---



##### 



Interest
    expense of the operating partnership
    Discontinued
    operations
   41




---



##### 



For the Year EndedJuly 31, 2005(Amounts in thousands)Total revenues

$
89,339Cost of product sold-propane and
    gas liquids sales


77,407Operating expense


2,506Depreciation and amortization
    expense


1,189Equipment lease expense


22Loss on disposal of assets and
    other


(36
)Earnings before income taxes,
    minority interest and discontinued operations


8,251Minority interest


1,063Gain on sale of discontinued
    operations


97,001Earnings from discontinued
    operations, net of minority interest

$
104,189   Liquidity
    and Capital Resources
      3 4 3 4
 42




---



##### 




    significantly warmer than normal winter temperatures;
    a continued volatile energy commodity cost environment;
    an unexpected downturn in business operations; or
    a general economic downturn in the United States.        
    a shelf registration statement for the periodic sale of common
    units, debt securities,
    and/or other
    securities. Ferrellgas Partners Finance Corp. may, at our
    election, be the co-obligor on any debt securities issued by
    Ferrellgas Partners under this shelf registration statement;
    an acquisition shelf registration statement for the
    periodic sale of up to $250.0 million of common units to
    fund acquisitions. As of August 31, 2007, we had
    $240.0 million available under this shelf registration
    statement; and
    a shelf registration statement for the periodic sale of up to
    $200.0 million of common units in connection with the
    Ferrellgas Partners direct purchase and distribution
    reinvestment plan. As of August 31, 2007 we had
    $200.0 million available under this shelf agreement.  Operating
    Activities
   43




---



##### 



Accounts
    receivable securitization
    364-day
  The
    operating partnership
    Investing
    Activities
    Capital
    expenditures
      Acquisitions
    Financing
    Activities
   44




---



##### 



Common
    unit issuance
    Distributions
      Bank
    credit facilities
          
    a base rate, which is defined as the higher of the federal funds
    rate plus 0.50% or Bank of Americas prime rate (as of
    July 31, 2007, the federal funds rate and Bank of
    Americas prime rate were 5.28% and 8.25%,
    respectively); or
    the Eurodollar Rate plus a margin varying from 1.50% to 2.50%
    (as of July 31, 2007, the one-month and three-month
    Eurodollar Rate was 5.32% and 5.35%, respectively).      
    a significant increase in the wholesale cost of propane;
    a significant delay in the collections of accounts receivable; 45




---



##### 




    increased volatility in energy commodity prices related to risk
    management activities;
    increased liquidity requirements imposed by insurance providers;
    a significant downgrade in our credit rating;
    decreased trade credit; or
    a significant acquisition.    The
    operating partnership
    Distributions
    paid by the operating partnership
    Contributions
    received by the operating partnership
    Disclosures
    about Effects of Transactions with Related Parties
      Common Unit


Distributions PaidOwnership at


For the Year EndedJuly 31, 2007


July 31, 2007Ferrell Companies(1)


20,080.8


$
40,162FCI Trading Corp.(2)


195.7



391Ferrell Propane, Inc.(3)


51.2



102James E. Ferrell(4)


4,292.0



8,584     (1)
    
    Ferrell Companies is the sole shareholder of our general partner.(2)
    
    FCI Trading Corp. is an affiliate of the general partner and is
    wholly-owned by Ferrell Companies.(3)
    
    Ferrell Propane, Inc. is wholly-owned by our general partner.(4)
    
    James E. Ferrell (Mr. Ferrell) is the Chairman
    and Chief Executive Officer of our general partner. 46




---



##### 



brother-in-law
         47




---



##### 



Contractual
    obligations
      Payment or Settlement Due by Fiscal Year2008


2009


2010


2011


2012


Thereafter


Total(In thousands)Long-term debt, including current
    portion(1)

$
92,932


$
54,413


$
194,167


$
82,995


$
268,955


$
321,601


$
1,015,063Capital lease obligation


25



25



















50Fixed rate interest obligations(2)


66,374



60,497



55,222



48,995



46,023



42,749



319,860Operating lease obligations(3)


34,107



23,378



16,110



11,076



5,354



16,262



106,287Operating lease buyouts(4)


2,478



11,498



3,166



4,853



2,533



859



25,387Purchase obligations:(5)Product purchase commitments:(6)Estimated payment obligations


915,760



133,543



















1,049,303Employment agreements(7)






















1,088



1,088Total

$
1,111,676


$
283,354


$
268,665


$
147,919


$
322,865


$
382,559


$
2,517,038Underlying product purchase volume
    commitments (in gallons)


744,870



118,681



















863,551     (1)
    
    We have long and short-term payment obligations under agreements
    such as our senior notes and credit facilities. Amounts shown in
    the table represent our scheduled future maturities of long-term
    debt (including current maturities thereof) for the periods
    indicated. For additional information regarding our debt
    obligations, please see  Liquidity and Capital
    Resources  Financing Activities.(2)
    
    Fixed rate interest obligations represent the amount of interest
    due on fixed rate long-term debt. These amounts do not include
    interest on our bank credit facilities, a variable rate debt
    obligation. As of July 31, 2007, variable rate interest on
    our outstanding balance of variable rate debt of
    $177.8 million would be $12.8 million on an annual
    basis. Actual variable rate interest amounts will differ due to
    changes in interest rates and actual seasonal borrowings under
    our bank credit facilities.(3)
    
    We lease certain property, plant and equipment under
    noncancelable and cancelable operating leases. Amounts shown in
    the table represent minimum lease payment obligations under our
    third-party operating leases for the periods indicated.(4)
    
    Operating lease buyouts represent the maximum amount we would
    pay if we were to exercise our right to buyout the assets at the
    end of their lease term. Historically, we have been successful
    in renewing certain leases that are subject to buyouts. However,
    there is no assurance we will be successful in the future.(5)
    
    We define a purchase obligation as an agreement to purchase
    goods or services that is enforceable and legally binding
    (unconditional) on us that specifies all significant terms,
    including: fixed or minimum quantities to be purchased; fixed,
    minimum or variable price provisions; and the approximate timing
    of the transactions.(6)
    
    We have long and short-term product purchase obligations for
    propane and energy commodities with third-party suppliers. These
    purchase obligations are entered into at either variable or
    fixed prices. The purchase prices that we are obligated to pay
    under variable price contracts approximate market prices at the
    time we take delivery of the volumes. Our estimated future
    variable price contract payment obligations are based on the
    July 31, 2007 market price of the applicable commodity
    applied to future volume commitments. Actual future 48




---



##### 



payment obligations may vary depending on market prices at the
    time of delivery. The purchase prices that we are obligated to
    pay under fixed price contracts are established at the inception
    of the contract. Our estimated future fixed price contract
    payment obligations are based on the contracted fixed price
    under each commodity contract. Quantities shown in the table
    represent our volume commitments and estimated payment
    obligations under these contracts for the periods indicated.(7)
    
    We have an incentive bonus payable to Mr. Ferrell of
    $1.1 million upon his termination of employment with us.  The
    operating partnership
    Payment or Settlement Due by Fiscal Year2008


2009


2010


2011


2012


Thereafter


Total(In thousands)Long-term debt, including current
    portion(1)

$
92,932


$
54,413


$
194,167


$
82,995


$
955


$
321,601


$
747,063Fixed rate interest obligations(2)


42,924



37,047



31,772



25,545



22,573



42,749



202,610Total

$
135,856


$
91,460


$
225,939


$
108,540


$
23,528


$
364,350


$
949,673     (1)
    
    The operating partnership has long and short-term payment
    obligations under agreements such as the operating
    partnerships senior notes and credit facilities. Amounts
    shown in the table represent the operating partnerships
    scheduled future maturities of long-term debt (including current
    maturities thereof) for the periods indicated. For additional
    information regarding the operating partnerships debt
    obligations, please see  Liquidity and Capital
    Resources  Financing Activities.(2)
    
    Fixed rate interest obligations represent the amount of interest
    due on fixed rate long-term debt. These amounts do not include
    interest on our bank credit facilities, a variable rate debt
    obligation. As of July 31, 2007, variable rate interest on
    our outstanding balance of variable rate debt of
    $177.8 million would be $12.8 million on an annual
    basis. Actual variable rate interest amounts will differ due to
    changes in interest rates and actual seasonal borrowings under
    our bank credit facilities.  Off-balance
    sheet financing arrangements
    
    made guarantees;
    a retained or a contingent interest in transferred assets;
    an obligation under derivative instruments classified as
    equity; or
    any obligation arising out of a material variable interest in an
    unconsolidated entity that provides financing, liquidity, market
    risk or credit risk support to the company, or that engages in
    leasing, hedging or research and development arrangements with
    the company.   49




---



##### 



Adoption
    of New Accounting Standards
    Title of Guidance

Effective DateSFAS No. 157, Fair
    Value Measurements

Fiscal years beginning after
    November 15, 2007SFAS No. 158,
    Employers Accounting for Defined Benefit
    Pension and Other Postretirement Plans

Fiscal years ending after December
    15, 2006 (recognition provision) and fiscal years ending after
    December 15, 2008 (measurement provision)SFAS No. 159, The
    Fair Value Option for Financial Assets and Financial
    Liabilities

Fiscal years beginning after
    November 15, 2007Staff Accounting
    Bulletin No. 108, Considering the Effects of
    Prior Year Misstatements when Quantifying Misstatements in
    Current Year Financial Statements

Fiscal years ending after November
    15, 2006FASB Interpretation No. 48
    Accounting for Uncertainty in Income Taxes  an
    interpretation of FASB Statement No. 109

Fiscal years beginning after
    December 15, 2006   Critical
    Accounting Estimates
     50




---



##### 



Depreciation
    of property, plant and equipment
    Residual
    value of customer and storage tanks
    Valuation
    methods, amortization methods and estimated useful lives of
    intangible assets
         51




---



##### 



Fair
    value of derivative commodity contracts
    Unit
    and stock-based compensation
    
    Our stock-based awards plan grants stock awards out of Ferrell
    Companies. Ferrell Companies is not a publicly-traded company
    and management does not believe it belongs to a certain industry
    group. As a result, our volatility computation is highly
    subjective. If a different volatility factor were used, it could
    significantly change the fair value assigned to stock-based
    awards at their grant date.
    Due to the limited number of employees eligible to participate
    in our unit and stock-based compensation plans, management
    believes we have only one group of employees. If a determination
    were made that we have multiple groups of employees, that
    determination could significantly change the expected term and
    forfeiture rate assigned to our unit and stock-based awards.
    During fiscal 2007 we changed our method for computing the
    expected term of our unit and stock based awards from the
    simplified method to a method that utilizes historical exercise
    patterns to estimate the term of our unit and stock based
    awards. This change did not have a significant effect on our
    financial condition or results of operations. This method could
    assign a term to our unit and stock-based awards that is
    significantly different from their actual terms, which could
    result in a significant difference in the fair value assigned to
    the awards at the grant date.
    We utilize historical forfeiture rates to estimate the expected
    forfeiture rates on our unit and stock-based awards grant dates.
    If actual forfeiture rates were to differ significantly from our
    estimates, it could result in significant differences between
    actual and reported compensation expense for our unit and
    stock-based awards. 52




---



##### 



ITEM 7A.
    QUANTITATIVE
    AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.          Commodity
    Price Risk
           53




---



##### 



Interest
    Rate Risk
    ITEM 8.
    FINANCIAL
    STATEMENTS AND SUPPLEMENTARY DATA.    ITEM 9.
    CHANGES
    IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
    FINANCIAL DISCLOSURE.    ITEM 9A.
    CONTROLS
    AND PROCEDURES.  Disclosure
    Controls and Procedures
  Rules 13a-15(e) 15d-15(e)
    Managements
    Report on Internal Control Over Financial Reporting
  Rules 13a-15(f) 15d-15(f)
 54




---



##### 



Internal
    Control  Integrated Framework Internal Control  Integrated Framework
     55




---



##### 



REPORT OF
    INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
      Internal
    Control  Integrated Framework
        Internal Control  Integrated Framework Internal Control  Integrated
    Framework
    DELOITTE &
    TOUCHE LLP
    56




---



##### 



REPORT OF
    INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
      Internal Control 
    Integrated Framework
        Internal
    Control  Integrated Framework Internal Control  Integrated
    Framework
    DELOITTE &
    TOUCHE LLP
    57




---



##### 



ITEM 9B.
    OTHER
    INFORMATION.    PART III
  ITEM 10.
    DIRECTORS
    AND EXECUTIVE OFFICERS OF THE REGISTRANTS.  Directors
    and executive officers of our general partner
    ExecutiveDirector

OfficerName

Age

Since

Since

PositionJames E. Ferrell


67



1984



2000


Chairman and Chief Executive
    OfficerStephen L. Wambold


39



N/a



2005


President and Chief Operating
    OfficerKevin T. Kelly


42



N/a



1998


Senior Vice President and Chief
    Financial OfficerTod D. Brown


44



N/a



2006


Vice President, Blue RhinoEugene D. Caresia


43



N/a



2006


Vice President, Human ResourcesBrian J. Kline


43



N/a



2006


Vice President, Corporate
    DevelopmentWilliam K. Hoskins


72



2003



N/a


DirectorA. Andrew Levison


51



1994



N/a


DirectorJohn R. Lowden


50



2003



N/a


DirectorMichael F. Morrissey


65



1999



N/a


DirectorBilly D. Prim


51



2004



2004


DirectorElizabeth T. Solberg


68



1998



N/a


Director   James E. Ferrell
  Stephen L. Wambold
  Kevin T. Kelly
  Tod D. Brown  Coca-Cola
  Eugene D. Caresia 
 58




---



##### 



Brian J. Kline
  William K. Hoskins 
  A. Andrew Levison
  John R. Lowden 
  Michael F. Morrissey
  Billy D. Prim 
  Elizabeth T. Solberg
  Corporate
    governance
    www.ferrellgas.com
  
 59




---



##### 



Audit
    committee
      Limitation
    on directors participating on audit committees
    Corporate
    Governance and Nominating Committee
    Compensation
    Committee
  and/or
 60




---



##### 



Disclosure
    about our security holders and interested parties
    ability to communicate with the Board of Directors of our
    general partner
  e-mail
  913-661-1533
    Code of
    Ethics for principal executive and financial officers and Code
    of Business Conduct and Ethics
  www.ferrellgas.com
  
      Compensation
    of our general partner
    
    distributions on its combined approximate 2% general partner
    interest in Ferrellgas Partners and the operating
    partnership; and 61




---



##### 




    reimbursement for:  
    all direct and indirect costs and expenses incurred on our
    behalf;
    all selling, general and administrative expenses incurred by our
    general partner on our behalf; and
    all other expenses necessary or appropriate to the conduct of
    our business and allocable to us.    Section 16(a)
    Beneficial Ownership Reporting Compliance
      ITEM 11.
    EXECUTIVE
    COMPENSATION.  Compensation
    Committee Report
     
  Compensation
    Discussion and Analysis
  Overview
    of Executive Officer Compensation
    Compensation
    Objectives
   62




---



##### 



Components
    of Named Executive Officer Compensation
    
    Base salary
    Discretionary bonus
    Non-equity incentive plan
    Stock and unit option plans
    Employee Stock Ownership Plan
    Deferred compensation plans
    Employment and
    Change-in-control
    agreements    Base
    salary
    Discretionary
    bonus
    Non-equity
    incentive plan
   63




---



##### 



% of SalaryNamed Executive Officer

Incentive TargetJames E. Ferrell


100
%Stephen L. Wambold


75
%Kevin T. Kelly


55
%George L. Koloroutis


45
%Tod D. Brown


45
%Brian J. Kline


40
%     Percent of Planned

Incentive TargetOCF achieved

Potential85%


12.5
%90%


25.0
%95%


50.0
%100%


100.0
%105%


125.0
%110% and above


150.0
%     Percent of Planned

Incentive TargetOCF achieved

Potential95%


50
%100%


100
%110%


125
%120%


150
%130%


175
%140% and above


225
%  64




---



##### 



(In thousands)Net Earnings

$
34,800Add:Depreciation &
    Amortization expense


87,383Interest expense & income


84,808Employee Stock Ownership Plan
    charge


11,225Loss on disposal of assets and
    other


10,822Unit and stock based compensation
    charge


889Income tax expense


6,560Minority interest


600Operating Cash Flow (OCF)

$
237,087       Stock
    and unit option plans
    Ferrell Companies Incentive Compensation Plan
    (ICP)
   65




---



##### 



Recommended RangeExecutive Position Description

of OptionsChairman and Chief Executive
    Officer


500,000  1,000,000President


250,000  750,000Executive Officers


125,000  500,000   Ferrellgas Unit Option Plan (UOP)
    Employee
    Stock Ownership Plan (ESOP)
      Number of CompletedYears of Service

Vested PercentLess than 3 years


0
%3 years


20
%4 years


40
%5 years


60
%6 years


80
%7 years or more


100
%     Deferred
    compensation plans
    Defined Contribution Profit Sharing Plan (401(k)
    Plan) 
 66




---



##### 



and/or
    Supplemental Savings Plan (SSP)
    Employment
    and
    Change-in-control
    agreements
    Change-in-control
 67




---



##### 



Summary
    compensation table
    Non-Equity

(2)(1)

Incentive Plan

All OtherName and



Salary

Bonus

Option Awards

Compensation

Compensation

TotalPrincipal Position

Year

($)

($)

($)

($)

($)

($)James E. Ferrell


2007



648,775
(3)






114,417







60,773



823,965Chairman and ChiefExecutive OfficerStephen L. Wambold


2007



407,115



150,000



307,467



150,000



19,282



1,033,864President and ChiefOperating OfficerKevin T. Kelly


2007



332,929



107,875



74,310



92,125



27,999



635,238Senior Vice President andChief Financial OfficerGeorge L. Koloroutis


2007



226,253



16,113



73,855



233,888



65,035



615,144Vice President, FerrellNorth AmericaTod D. Brown


2007



215,446



50,500



116,095



49,500



22,982



454,523Vice President, BlueRhinoBrian J. Kline


2007



223,759



75,000



73,431



45,000



19,895



437,085Vice President,Corporate Development     (1)
    
    See Note C  Unit and stock-based
    compensation  to our consolidated financial
    statements for information concerning these awards.(2)
    
    All Other Compensation consisted of the following:  ESOP


401(k)





Relocation


Total All OtherContributions


Plan Match


SSP Match


Reimbursements


CompensationName

($)


($)


($)


($)


($)James E. Ferrell






5,417



55,356







60,773Stephen L. Wambold


9,782



7,500



2,000







19,282Kevin T. Kelly


9,782



6,717



11,500







27,999George L. Koloroutis


9,613



2,981



4,025



48,416



65,035Tod D. Brown


9,197



7,619



6,166







22,982Brian J. Kline


9,367



7,281



3,247







19,895   (3)
    
    Included in this amount is $120,000 of compensation for
    Mr. Ferrells role as Chairman of the Board of
    Directors 68




---



##### 



Grants of
    plan-based awards
    Ferrell
    Companies Incentive Compensation Plan
  All OtherOptionAwards:Number of


Exercise orSecurities


Base Price ofUnderlying


Option


Grant Date FairGrant


Options


Awards


Value of AwardName

Date


(#)


($/Sh)


($)Stephen L. Wambold


(1)8/1/2006



200,000



14.87



496,000Tod D. Brown


(1)8/1/2006



46,000



14.87



114,080(1)2/1/2007



50,000



15.04



179,500Brian J. Kline


(1)8/1/2006



50,000



14.87



124,000George L. Koloroutis


(1)8/1/2006



55,000



14.87



136,400     (1)
    
    Grant vests ratably over five years and expires in ten years. 69




---



##### 



Outstanding
    Equity Awards at Fiscal Year End
    Ferrell
    Companies Incentive Compensation Plan
  Option AwardsNumber of


Number ofSecurities


SecuritiesUnderlying


UnderlyingUnexercised Options


Unexercised Options


Option Exercise


OptionName

(#) Exercisable


(#) Unexercisable


Price


Expiration DateJames E. Ferrell


0



750,000



4.28



12/15/20150



200,000



12.80



8/15/2015Stephen L. Wambold


0



17,500



4.10



12/2/20130



5,000



8.02



1/31/20180



52,500



11.78



5/1/20190



131,250



12.80



8/15/20150



200,000



14.87



9/15/2016Kevin T. Kelly


0



150,000



4.10



8/19/20130



65,000



4.12



5/1/20150



25,000



4.28



12/15/20150



10,000



4.75



7/31/20140



112,500



12.80



8/15/2015Tod D. Brown


0



4,000



11.78



9/15/20140



10,000



12.80



8/15/20150



15,000



14.04



4/15/20160



46,000



14.87



9/15/20160



50,000



15.04



2/1/2017Brian J. Kline


20,625



54,375



4.10



8/19/20131,125



3,875



4.75



7/31/20142,000



18,000



12.80



8/15/20150



50,000



14.87



9/15/2016George L. Koloroutis


9,625



25,375



4.10



8/19/20132,250



7,750



4.75



7/31/20142,500



22,500



8.02



1/31/20180



55,000



14.87



9/15/2016   Ferrellgas
    Unit Option Plan
  Option AwardsNumber of


Number ofSecurities


SecuritiesUnderlying


UnderlyingUnexercised Options


Unexercised Options


Option Exercise


OptionName

(#) Exercisable


(#) Unexercisable


Price


Expiration DateKevin T. Kelly


57,000







17.90



4/19/2011   Option
    Exercises
   70




---



##### 



Nonqualified
    Deferred Compensation
    Registrant








AggregateExecutive


Contributions in


Aggregate


Aggregate


BalanceContributions in


Last FY


Earnings


Withdrawals/


at Last FYELast FY


($)


in Last FY


Distributions


($)Name

($)


(1)


($)


($)


(2)James E. Ferrell


274,538



55,356



87,389







834,269Stephen L. Wambold


10,834



2,000



58







12,892Kevin T. Kelly


38,551



11,500



81,024







490,765George L. Koloroutis


10,949



4,025



16,108







133,389Tod D. Brown


13,287



6,166



1,807







26,178Brian J. Kline


8,907



3,247



6,016







39,847     (1)
    
    Amounts are included in the Summary Compensation Table above.(2)
    
    The portion of this amount representing registrant contributions
    made in years prior was previously reported as compensation to
    the NEO in the summary compensation table for previous years.  Other
    Potential Post-Employment Payments
    
    an annual bonus, the amount to be determined at the sole
    discretion of the independent members of the Board of Directors
    of our general partner; and
    an incentive bonus equal to 0.5% of the increase in the equity
    value of Ferrell Companies from July 31, 1998 to
    July 31, 2005.      gross-up
     71




---



##### 



(ii)
    any sale of all or substantially all of the common stock of
    Ferrell Companies by the Employee Stock Ownership Trust;          (a)
    a payment equal to two times his annual base salary in effect
    immediately prior to the change in control. Subject to certain
    section 409 IRC limitations, this amount would be paid in equal
    monthly installments over a two year timeframe beginning in the
    month following the termination.  (b)
    a payment equal to two times his target bonus, at his target
    bonus rate in effect immediately prior to the change in control.
    Subject to certain section 409 IRC limitations, this amount
    would be paid in equal monthly installments over a two year
    timeframe beginning in the month following the termination.      Two Times Annual


Two TimesNEO

Base Salary


Target BonusJames E. Ferrell(1)

$
1,300,000


$
1,300,000Stephen L. Wambold


800,000



600,000Kevin T. Kelly


670,000



368,500George L. Koloroutis


462,000



207,900Tod D. Brown


440,000



198,000Brian J. Kline


450,000



180,000     (1)
    
    As discussed above, James E. Ferrells employment agreement
    contains a separate change in control provision which is
    currently valued at an additional $2.4 million.  Compensation
    of directors
     72




---



##### 



Fees Earned or Paid


Option Awards


All Otherin Cash


($)


Compensation


TotalName

($)


(7)


($)


($)William K. Hoskins(1)


36,000



35,900







71,900A. Andrew Levison(2)


36,000



25,830



30,883
(6)


92,713John R. Lowden(2)


36,000



25,830







61,830Michael F. Morrissey(3)


46,000



61,730







107,730Billy D. Prim(4)


36,000







967,630
(5)


1,003,630Elizabeth T. Solberg(1)


36,000



35,900







71,900     (1)
    
    At July 31, 2007 this director had 35,000 ICP options
    outstanding.(2)
    
    At July 31, 2007 this director had 30,000 ICP options
    outstanding.(3)
    
    At July 31, 2007 this director had 40,000 ICP options
    outstanding.(4)
    
    At July 31, 2007 this director had 25,000 ICP options
    outstanding.(5)
    
    Amount represents a payment relating to Mr. Prims
    employment as Special Adviser to the Chief Executive Officer
    which ended on February 7, 2007. Mr. Prim continues to
    serve on the general partners Board of Directors.(6)
    
    Amount represents reimbursement for the use of private aircraft
    to attend a board of director meeting.(7)
    
    See Note C  Unit and stock-based
    compensation  to our consolidated financial
    statements for information concerning these awards.  ITEM 12.
    SECURITY
    OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
    RELATED UNITHOLDER MATTERS.    
    persons that own more than 5% of our common units;
    persons that are directors, nominees or named executive officers
    of our general partner; and
    all directors and executive officers of our general partner as a
    group.   73




---



##### 



Ferrellgas
    Partners,
    L.P.
  UnitsBeneficially


PercentageTitle of Class


Name and Address of Beneficial Owner

Owned


of ClassCommon units


Ferrell Companies Inc. Employee
    Stock Ownership Trust
    125 S. LaSalle Street, 17th Floor
    Chicago, Ill. 60603


20,327,666



32.3James E. Ferrell
    7500 College Blvd. Suite 1000
    Overland Park, KS. 66210


4,292,025



6.8Stephen L. Wambold






*Eugene D. Caresia






*Kevin T. Kelly


38,700



*Brian J. Kline






*George L. Koloroutis






*Tod D Brown






*William K. Hoskins


18,000



*A. Andrew Levison


39,300



*John R. Lowden






*Michael F. Morrissey


1,000



*Billy D. Prim


412,155



*Elizabeth T. Solberg


8,431



**All Directors and Executive
    Officers as a Group


4,809,611



7.6     *
    
    Less than one percent  Rule 13d-3 and/or
   74




---



##### 



Securities
    authorized for issuance under equity compensation
    plans
    Number of Common UnitsNumber of Common


Weighted-Average


Remaining Available for FutureUnits to be Issued


Exercise Price of


Issuance Under EquityUpon Exercise of


Outstanding


Compensation PlansOutstanding Options,


Options, Warrants


(Excluding SecuritiesWarrants and Rights


and Rights


Reflected in the First Column)Equity compensation plans approved
    by security holders










Equity compensation plans not
    approved by security holders(1)


81,550


$
18.31



258,076
(2)Total


81,550


$
18.31



258,076     (1)
    
    The Second Amended and Restated Ferrellgas Unit Option Plan did
    not require approval by the security holders.(2)
    
    This number may be increased upon the occurrence of particular
    events. See narrative below.      
    develop a proprietary interest in our growth and performance;
    generate an increased incentive to contribute to our future
    success and prosperity, thereby enhancing our value for the
    benefit of our common unitholders; and
    enhance our ability to attract and retain key individuals who
    are essential to our progress, growth and profitability, by
    giving these individuals the opportunity to acquire our common
    units.      
    designate the employees who are to be participants in the plan;
    determine the number of unit options to be granted to an
    employee;
    determine the terms and conditions of any unit option;
    interpret, construe and administer the plan and any instrument
    or agreement relating to a unit option granted under the plan;
    establish, amend, suspend, or waive such rules and regulations
    and appoint such agents as it deems appropriate for the proper
    administration of the plan;
    make a determination as to the right of any person to receive
    payment of (or with respect to) a unit option; and
    make any other determinations and take any other actions that
    the administrator deems necessary or desirable for the
    administration of the plan. 75




---



##### 



Rule 16b-3
    and/or
    ITEM 13.
    TRANSACTIONS
    WITH RELATED PERSONS, PROMOTERS AND CERTAIN CONTROL
    PERSONS  Related
    Party Transactions
     76




---



##### 



Certain
    business relationships
    Indebtedness
    of management
    Transactions
    with promoters
    ITEM 14.
    PRINCIPAL
    ACCOUNTANT FEES AND SERVICES    For the Fiscal Year Ended July 31,

2007


2006(In thousands)Audit fees(1)

$
1,506


$
1,519Audit related fees(2)


38



15Tax fees(3)






6All other fees(4)


7



7Total

$
1,551


$
1,547     (1)
    
    Audit fees consist of the aggregate fees billed for each of the
    last two fiscal years for professional services rendered by
    Deloitte & Touche LLP in connection with the audit of
    our annual financial statements and the review of financial
    statements included in our quarterly reports on
    Form 10-Q.
    In addition, these fees also covered those services that are
    normally provided by an accountant in connection with statutory
    and regulatory filings or engagements and services related to
    the audit of our internal controls over financial reporting.(2)
    
    Audit-related fees consist of the aggregate fees billed in each
    of the last two fiscal years for assurance and related services
    by Deloitte & Touche LLP that we believe are
    reasonably related to the performance of the audit or review of
    our financial statements and that would not normally be reported
    under Item 9(e)(1) of Schedule 14A. These services
    generally consisted of financial accounting and reporting
    consultations and benefit plans audits.(3)
    
    Tax fees consist of the aggregate fees billed in each of the
    last two fiscal years for professional services rendered by
    Deloitte & Touche LLP in connection with tax
    compliance, tax advice, and tax planning. These services
    included the review of our tax returns, tax research and tax
    consultation.(4)
    
    All other fees consist the aggregate fees billed in each of the
    last two fiscal years for products and services provided by
    Deloitte & Touche LLP, other than the services that
    would normally be reported in Items 9(e)(1) through 9(e)(3)
    of Schedule 14A. These services consisted of subscription
    fees related to a web-based research tool provided by
    Deloitte & Touche LLP.   77




---



##### 



PART IV
  ITEM 15.
    EXHIBITS AND
    FINANCIAL STATEMENT SCHEDULES.  Financial Statements.
  page F-1.
  Financial Statement Schedules.
  page S-1.
  Exhibits.
  page E-1.
 78




---



##### 



SIGNATURES
        By
    /s/  James.
    E. Ferrell        Signature

Title

Date/s/  James
    E. FerrellJames
    E. Ferrell

Chairman and Chief Executive
    Officer 
    (Principal Executive Officer)

09/28/2007/s/  William
    K. HoskinsWilliam
    K. Hoskins

Director

09/28/2007/s/  A.
    Andrew LevisonA.
    Andrew Levison

Director

09/28/2007/s/  John
    R. LowdenJohn
    R. Lowden

Director

09/28/2007/s/  Michael
    F. MorrisseyMichael
    F. Morrissey

Director

09/28/2007/s/  Billy
    D. PrimBilly
    D. Prim

Director

09/28/2007/s/  Elizabeth
    T. SolbergElizabeth
    T. Solberg

Director

09/28/2007/s/  Kevin
    T. KellyKevin
    T. Kelly

Senior Vice President and Chief
    
    Financial Officer (Principal Financial
    and Accounting Officer)

09/28/2007




---



##### 



SIGNATURES
      By
    /s/  James.
    E. Ferrell       Signature

Title

Date/s/  James.
    E. FerrellJames.
    E. Ferrell

Chief Executive Officer
    (Principal Executive Officer)

09/28/2007/s/  Kevin
    T. KellyKevin
    T. Kelly

Senior Vice President, Chief
    Financial Officer and sole director
    (Principal Financial and Accounting Officer)

09/28/2007   Supplemental Information to be Furnished With Reports Filed
    Pursuant to Section 15(d) of the Act by Registrants Which Have
    Not Registered Securities Pursuant to Section 12 of the
    Act
  Form 10-K,




---



##### 



SIGNATURES
        By
    /s/  James.
    E. Ferrell        Signature

Title

Date/s/  James
    E. FerrellJames
    E. Ferrell

Chairman and Chief Executive
    Officer 
    (Principal Executive Officer)

09/28/2007/s/  William
    K. HoskinsWilliam
    K. Hoskins

Director

09/28/2007/s/  A.
    Andrew LevisonA.
    Andrew Levison

Director

09/28/2007/s/  John
    R. LowdenJohn
    R. Lowden

Director

09/28/2007/s/  Michael
    F. MorrisseyMichael
    F. Morrissey

Director

09/28/2007/s/  Billy
    D. PrimBilly
    D. Prim

Director

09/28/2007/s/  Elizabeth
    T. SolbergElizabeth
    T. Solberg

Director

09/28/2007/s/  Kevin
    T. KellyKevin
    T. Kelly

Senior Vice President and
    Chief Financial Officer
    (Principal Financial and Accounting Officer)

09/28/2007




---



##### 



SIGNATURES
      By
    /s/  James.
    E. Ferrell        Signature

Title

Date/s/  James
    E. FerrellJames
    E. Ferrell

Chief Executive Officer
    (Principal Executive Officer)

09/28/2007/s/  Kevin
    T. KellyKevin
    T. Kelly

Senior Vice President, 
    Chief Financial Officer and sole director (Principal Financial
    and Accounting Officer)

09/28/2007




---



##### 



INDEX TO
    FINANCIAL STATEMENTS
  PageFerrellgas Partners, L.P.
    and SubsidiariesReport of
    Independent Registered Public Accounting Firm


F-2Consolidated
    Balance Sheets  July 31, 2007 and 2006


F-3Consolidated
    Statements of Earnings  Years ended July 31,
    2007, 2006 and 2005


F-4Consolidated
    Statements of Partners Capital  Years ended
    July 31, 2007, 2006 and 2005


F-5Consolidated
    Statements of Cash Flows  Years ended July 31,
    2007, 2006 and 2005


F-6Notes to
    Consolidated Financial Statements


F-7Ferrellgas Partners Finance
    Corp.Report of
    Independent Registered Public Accounting Firm


F-31Balance
    Sheets  July 31, 2007 and 2006


F-32Statements of
    Earnings  Years ended July 31, 2007, 2006 and
    2005


F-33Statements of
    Stockholders Equity  Years ended July 31,
    2007, 2006 and 2005


F-34Statements of Cash
    Flows  Years ended July 31, 2007, 2006 and
    2005


F-35Notes to Financial
    Statements


F-36Ferrellgas, L.P. and
    SubsidiariesReport of
    Independent Registered Public Accounting Firm


F-37Consolidated
    Balance Sheets  July 31, 2007 and 2006


F-38Consolidated
    Statements of Earnings  Years ended July 31,
    2007, 2006 and 2005


F-39Consolidated
    Statements of Partners Capital  Years ended
    July 31, 2007, 2006 and 2005


F-40Consolidated
    Statements of Cash Flows  Years ended July 31,
    2007, 2006 and 2005


F-41Notes to
    Consolidated Financial Statements


F-42Ferrellgas Finance
    Corp.Report of
    Independent Registered Public Accounting Firm


F-62Balance
    Sheets  July 31, 2007 and 2006


F-63Statements of
    Earnings  Year ended July 31, 2007, 2006 and
    2005


F-64Statements of
    Stockholders Equity  Year ended July 31,
    2007, 2006 and 2005


F-65Statements of Cash
    Flows  Year ended July 31, 2007, 2006 and
    2005


F-66Notes to Financial
    Statements


F-67  F-1




---



##### 



REPORT
    OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
            Internal Control 
    Integrated Framework
   
    F-2




---



##### 



FERRELLGAS
    PARTNERS, L.P. AND SUBSIDIARIES
  CONSOLIDATED
    BALANCE SHEETS
  July 31,2007


2006(In thousands, exceptunit data)ASSETSCurrent assets:Cash and cash equivalents

$
20,685


$
16,525Accounts and notes receivable (net
    of allowance for doubtful accounts of $4,358 and $5,628 in 2007
    and 2006, respectively)


118,320



116,369Inventories


113,807



154,613Prepaid expenses and other current
    assets


16,772



15,334Total current assets


269,584



302,841Property, plant and equipment, net


720,190



740,101Goodwill


249,481



246,050Intangible assets, net


246,283



248,546Other assets, net


17,865



11,962Total assets

$
1,503,403


$
1,549,500LIABILITIES AND PARTNERS
    CAPITALCurrent liabilities:Accounts payable

$
62,103


$
82,212Short-term borrowings


57,779



52,647Other current liabilities


107,199



140,738Total current
    liabilities


227,081



275,597Long-term debt


1,011,751



983,545Other liabilities


22,795



19,178Contingencies and commitments
    (Note N)






Minority interest


5,119



5,435Partners
    capital:Common unitholders (62,957,674 and
    60,885,784 units outstanding at 2007 and 2006, respectively)


289,075



321,194General partner (635,936 and
    615,008 units outstanding at 2007 and 2006, respectively)


(57,154
)


(56,829
)Accumulated other comprehensive
    income


4,736



1,380Total partners
    capital


236,657



265,745Total liabilities and
    partners capital

$
1,503,403


$
1,549,500    F-3




---



##### 



FERRELLGAS
    PARTNERS, L.P. AND SUBSIDIARIES
  CONSOLIDATED STATEMENTS OF EARNINGS
  For the Year Ended July 31,2007


2006


2005(In thousands, except per unit data)Revenues:Propane and other gas liquids sales

$
1,757,423


$
1,697,940


$
1,592,325Other


235,017



197,530



161,789Total revenues


1,992,440



1,895,470



1,754,114Costs and expenses:Cost of product sold 
    propane and other gas liquids sales


1,147,169



1,109,177



1,052,005Cost of product sold 
    other


157,223



122,450



88,293Operating expense


380,838



374,843



366,192Depreciation and amortization
    expense


87,383



84,953



83,060General and administrative expense


44,870



47,689



42,342Equipment lease expense


26,142



27,320



25,495Employee stock ownership plan
    compensation charge


11,225



10,277



12,266Loss on disposal of assets and
    other


10,822



7,539



8,673Operating income


126,768



111,222



75,788Interest expense


(87,953
)


(84,235
)


(91,518
)Interest income


3,145



2,046



1,894Earnings (loss) before income
    taxes, minority interest and discontinued operations


41,960



29,033



(13,836
)Income tax expense


6,560



3,524



1,447Minority interest


600



500



92Earnings (loss) from continuing
    operations before discontinued operations


34,800



25,009



(15,375
)Earnings from discontinued
    operations (including gain on sale in 2005 of $97,001), net of
    minority interest of $1,063 in 2005










104,189Net earnings


34,800



25,009



88,814Distributions to senior unitholder










7,305Net earnings available to general
    partner unitholder


348



250



815Net earnings available to
    common unitholders

$
34,452


$
24,759


$
80,694Basic and diluted earnings per
    common unit:Earnings (loss) from continuing
    operations available to common unitholders before discontinued
    operations

$
0.55


$
0.41


$
(0.41
)Earnings from discontinued
    operations










1.91Net earnings available to
    common unitholders

$
0.55


$
0.41


$
1.50    F-4




---



##### 



FERRELLGAS
    PARTNERS, L.P. AND SUBSIDIARIES
  CONSOLIDATED STATEMENTS OF PARTNERS CAPITAL
  Accumulated OtherNumber of Units











Comprehensive IncomeGeneral








General





Currency





TotalSenior


Common


Partner


Senior


Common


Partner


Risk


Translation


Pension


PartnersUnitholder


Unitholders


Unitholder


Unitholder


Unitholders


Unitholder


Management


Adjustments


Liability


Capital(In thousands)Balance at July 31,
    2004


1,994.1



48,772.9



512.8


$
79,766


$
178,994


$
(57,391
)

$
1,772


$
16


$
(1,058
)

$
202,099Contribution in connection with
    ESOP compensation charge


















12,021



121















12,142Common unit distributions


















(106,872
)


(1,079
)














(107,951
)Senior unit distributions






63.5



0.6







(5,909
)


(133
)














(6,042
)Common units issued in public
    offerings






5,002.0



50.5







97,230



981















98,211Common units issued in private
    offerings






2,098.6



21.2







39,800



405















40,205Common unit options exercised






26.5



0.3







472



5















477Common units issued in connection
    with acquisitions, net of issuance costs






341.2



3.5







6,994



71















7,065Conversion of senior units to
    common units


(1,994.1
)


3,829.4



18.5



(79,766
)


79,766



















Comprehensive income:Net earnings


















87,926



888















88,814Other comprehensive income (loss):Net earnings on risk management
    derivatives


























70







Reclassification of derivatives to
    earnings


























(1,772
)






Foreign currency translation
    adjustments






























49



Pension liability adjustment


































311



(1,342
)Comprehensive income






































87,472Balance at July 31,
    2005






60,134.1



607.4







390,422



(56,132
)


70



65



(747
)


333,678Contribution in connection with
    ESOP and stock-based compensation charges


















11,897



119















12,016Common unit distributions


















(120,976
)


(1,221
)














(122,197
)Common unit options exercised






169.0



1.7







3,092



32















3,124Common units issued in connection
    with acquisitions, net of issuance costs






582.7



5.9







12,000



123















12,123Comprehensive income:Net earnings


















24,759



250















25,009Other comprehensive income (loss):Net earnings on risk management
    derivatives


























2,540







Reclassification of derivatives to
    earnings


























(484
)






Foreign currency translation
    adjustments






























(29
)


Tax effect on foreign currency
    translation adjustments






























(15
)


Pension liability adjustment


































(20
)


1,992Comprehensive income






































27,001Balance at July 31,
    2006






60,885.8



615.0







321,194



(56,829
)


2,126



21



(767
)


265,745Contribution in connection with
    ESOP and stock-based compensation charges


















11,872



120















11,992Common unit distributions


















(125,802
)


(1,270
)














(127,072
)Common units issued in private
    offering






1,891.9



19.1







43,765



442















44,207Common unit options exercised






55.5



0.6







1,014



11















1,025Common units issued in connection
    with acquisitions, net of issuance costs






124.5



1.2







2,580



24















2,604Comprehensive income:Net earnings


















34,452



348















34,800Other comprehensive income (loss):Net earnings on risk management
    derivatives


























5,055







Reclassification of derivatives to
    earnings


























(2,126
)






Foreign currency translation
    adjustments






























14



Tax effect on foreign currency
    translation adjustments






























(5
)


Pension liability adjustment


































418



3,356Comprehensive income






































38,156Balance at July 31,
    2007






62,957.7



635.9


$



$
289,075


$
(57,154
)

$
5,055


$
30


$
(349
)

$
236,657    F-5




---



##### 



FERRELLGAS
    PARTNERS, L.P. AND SUBSIDIARIES
  CONSOLIDATED STATEMENTS OF CASH FLOWS
  For the Year Ended July 31,2007


2006


2005(In thousands)Cash flows from operating
    activities:Net earnings

$
34,800


$
25,009


$
88,814Reconciliation of net earnings to
    net cash provided by operating activities:Depreciation and amortization
    expense


87,383



84,953



84,249Employee stock ownership plan
    compensation charge


11,225



10,277



12,266Stock-based compensation charge


889



1,863



Loss (gain) on disposal of assets
    and discontinued operations


4,232



1,188



(91,494
)Loss on transfer of accounts
    receivable related to the accounts receivable securitization


10,384



10,075



5,894Minority interest


600



500



1,155Deferred tax expense (benefit)


3,099



662



(768
)Other


4,431



5,803



2,535Changes in operating assets and
    liabilities, net of effects from business acquisitions:Accounts and notes receivable, net
    of securitization


1,105



(20,412
)


(43,246
)Inventories


40,984



(57,334
)


(2,421
)Prepaid expenses and other current
    assets


1,529



(2,330
)


(2,443
)Accounts payable


(21,295
)


18,491



(17,104
)Accrued interest expense


(1,353
)


472



(4,662
)Other current liabilities


(26,218
)


8,750



16,535Other liabilities


819



1,061



323Accounts receivable securitization:Proceeds from new accounts
    receivable securitizations


100,000



107,000



114,400Proceeds from collections
    reinvested in revolving period accounts receivable
    securitizations


1,156,214



1,184,987



981,256Remittances of amounts collected as
    servicer of accounts receivable securitizations


(1,265,214
)


(1,287,987
)


(1,051,356
)Net cash provided by operating
    activities


143,614



93,028



93,933Cash flows from investing
    activities:Business acquisitions, net of cash
    acquired


(31,688
)


(21,231
)


(23,904
)Capital expenditures 
    technology initiative






(915
)


(10,466
)Capital expenditures 
    other


(46,667
)


(42,451
)


(42,348
)Proceeds from sale of discontinued
    operations










144,000Proceeds from sale of assets


9,830



18,950



11,948Other


(6,540
)


(5,661
)


(4,030
)Net cash provided by (used in)
    investing activities


(75,065
)


(51,308
)


75,200Cash flows from financing
    activities:Distributions


(127,072
)


(122,197
)


(116,007
)Issuance of common units, net of
    issuance costs of $226 and $569 in 2007 and 2005, respectively


44,319







136,824Proceeds from increase in long-term
    debt


74,568



45,453



Reductions in long-term debt


(60,942
)


(3,050
)


(205,354
)Net additions to short-term
    borrowings


5,132



32,847



19,800Cash paid for financing costs


(367
)


(375
)


(1,405
)Minority interest activity


(1,536
)


(1,489
)


60Proceeds from exercise of common
    unit options


1,025



3,124



472Cash contribution from general
    partner


470



16



1,461Other










44Net cash used in financing
    activities


(64,403
)


(45,671
)


(164,105
)Effect of exchange rate changes
    on cash


14



(29
)


49Increase (decrease) in cash and
    cash equivalents


4,160



(3,980
)


5,077Cash and cash
    equivalents  beginning of year


16,525



20,505



15,428Cash and cash
    equivalents  end of year

$
20,685


$
16,525


$
20,505    F-6




---



##### 



FERRELLGAS
    PARTNERS, L.P. AND SUBSIDIARIES
  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 (Dollars in thousands, except per unit data, unless otherwise
    designated)
  A.
    Partnership
    organization and formation        B.
    Summary
    of significant accounting policies  Nature of operations:
    Accounting estimates:
  Principles of consolidation:
 F-7




---



##### 



FERRELLGAS
    PARTNERS, L.P. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Cash and cash equivalents and non-cash
    activities:
  For the Year Ended July 31,2007


2006


2005CASH PAID FOR:Interest

$
87,035


$
81,592


$
93,298Income taxes

$
3,742


$
990


$
1,359NON-CASH INVESTING ACTIVITIES:Issuance of common units in
    connection with acquisitions

$
2,751


$
12,372


$
7,011Issuance of liabilities in
    connection with acquisitions

$
2,426


$
4,883


$
768Property, plant and equipment
    additions

$
1,187


$
1,443


$
1,041   Inventories:
  Accounts receivable securitization:
    Property, plant and equipment:
 F-8




---



##### 



FERRELLGAS
    PARTNERS, L.P. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Goodwill:
  Intangible assets:
  Derivatives and Hedging Activities:
  Revenue recognition:
  Shipping and handling expenses:
  Cost of product sold:
 F-9




---



##### 



FERRELLGAS
    PARTNERS, L.P. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Operating expenses:
  General and administrative
    expenses:
  Income taxes:
    For the Year Ended July 31,2007


2006


2005Current expense

$
3,461


$
2,862


$
2,215Deferred expense


3,099



662



(768
)Total income tax expense

$
6,560


$
3,524


$
1,447Deferred taxes consisted of the
    following:   2007


2006Deferred tax assets

$
1,718


$
1,440Deferred tax liabilities


(4,000
)


(650
)     Sales taxes:
  Net earnings per common unit:
 F-10




---



##### 



FERRELLGAS
    PARTNERS, L.P. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Segment information:
  New accounting standards:
          Reclassifications:
 F-11




---



##### 



FERRELLGAS
    PARTNERS, L.P. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  C.
    Unit
    and stock-based compensation    For the Year Ended July 31,2007


2006Operating expense

$
273


$
438General and administrative expense


616



1,425$
889


$
1,863       For the YearEnded July 31,2005Net earnings available to common
    unitholders, as reported

$
80,694Deduct: Total stock-based employee
    compensation expense determined under fair value based method
    for all awards


(247
)Pro forma net earnings available
    to common unitholders

$
80,447Basic and diluted earnings per
    common unit:Earnings (loss) from continuing
    operations available to common unitholders before discontinued
    operations, as reported

$
(0.41
)Net earnings available to common
    unit holders, as reported

$
1.50Earnings (loss) from continuing
    operations available to common unitholders before discontinued
    operations, pro forma

$
(0.42
)Net earnings available to common
    unitholders, pro forma

$
1.49   Ferrellgas
    Unit Option Plan (UOP)
  five-year
 F-12




---



##### 



FERRELLGAS
    PARTNERS, L.P. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      Weighted-AverageWeighted


Remaining


AggregateNumber of


Average


Contractual


IntrinsicUnits


Exercise Price


Term


Value(In years)


(In thousands)Outstanding, August 1,
    2006


148,200


$
18.43Exercised


(55,500
)


18.23Forfeited


(11,150
)


20.32Outstanding, July 31,
    2007


81,550



18.31



2.81


$
443Options exercisable,
    July 31, 2007


81,550



18.31



2.81


$
443       Ferrell
    Companies, Inc. Incentive Compensation Plan
    (ICP)
      D.
    Business
    combinations   F-13




---



##### 



FERRELLGAS
    PARTNERS, L.P. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    
    Pacer-Valley Propane, LLC, based in California, acquired August
    2006;
    Lake Propane, based in California, acquired August 2006;
    Pacific Propane Service, Inc., based in California, acquired
    August 2006;
    Twin Ports Energy, Inc., based in Wisconsin, acquired October
    2006;
    Getmans Gas Company, Inc., based in New York, acquired
    October 2006;
    Yankee Gas, LLC, based in Massachusetts, acquired October 2006;
    Great Dane Propane, Inc., based in Florida, acquired October
    2006;
    Puget Sound Propane, based in Washington, acquired December
    2006; and
    Reliance Bottle Gas, Inc., based in Ohio, acquired June 2007.      Customer tanks, buildings, land
    and other

$
11,567Non-compete agreements


2,072Customer lists


18,178Goodwill


3,649Working capital


712$
36,178       
    Norwest Propane, Inc., based in Washington, acquired September
    2005;
    Eastern Fuels, Inc., based in North Carolina, acquired November
    2005;
    Petro Star, Corp., based in New York, acquired December 2005;
    Titan Propane, LLC (selected cylinder exchange assets), based in
    New York and New Jersey, acquired February 2006;
    Empire Propane Cylinder, Inc., based in New York, acquired in
    February 2006,
    United Energy, Inc., based in Ohio, acquired March 2006;
    Cals Propane Service, Inc., based in Oregon, acquired
    April 2006;
    Gaines Propane, Inc., based in Tennessee, acquired April 2006;
    Hometown Gas, Inc., based in Florida, acquired April 2006; F-14




---



##### 



FERRELLGAS
    PARTNERS, L.P. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   
    Denman Cylinder Exchange, Ltd. and The Denman Company, Ltd.,
    based in Texas, acquired May 2006; and
    Hampton Gas Company, Inc., based in South Carolina, acquired May
    2006.      Current assets

$
689Customer tanks, buildings, land
    and other


9,640Non-compete agreements


5,598Customer lists


9,586Goodwill


13,218Other assets


15$
38,746       
    Kamps Propane, Inc. (selected cylinder exchange assets),
    based in California, acquired August 2004;
    Suburban Propanes Upper Midwest Retail Operations, based
    in Minnesota, North Dakota and Wisconsin, acquired September
    2004;
    Basin Propane, based in Washington, acquired September 2004;
    Econogas Service, Inc., based in Iowa, acquired September 2004;
    Land Propane Gas Service, based in Kentucky, acquired September
    2004;
    Parsons Gas & Appliance, Inc., Parsons Gas, Inc., and
    Daves Gas, Inc., based in Kentucky, acquired December
    2004; and
    Commercial Propane Corporation, based in Wisconsin, acquired
    January 2005.      Customer tanks, buildings, land
    and other

$
12,358Non-compete agreements


2,914Customer lists


12,690Goodwill


4,016Other assets


453Current liabilities


(749
)$
31,682    F-15




---



##### 



FERRELLGAS
    PARTNERS, L.P. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  E.
    Discontinued
    operations      For the YearEnded July 31,2005Total revenues

$
89,339Cost of product sold 
    Propane and other gas liquids sales


77,407Operating expense


2,506Depreciation and amortization
    expense


1,189Equipment lease expense


22Loss on disposal of assets and
    other


(36
)Earnings before income taxes,
    minority interest, and discontinued operations


8,251Minority interest


1,063Gain on sale of discontinued
    operations


97,001Earnings from discontinued
    operations, net of minority interest

$
104,189     F.
    Quarterly
    distributions of available cash       F-16




---



##### 



FERRELLGAS
    PARTNERS, L.P. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    G.
    Supplemental
    financial statement information    2007


2006Propane gas and related products

$
89,769


$
130,644Appliances, parts and supplies


24,038



23,969$
113,807


$
154,613       EstimatedUseful Lives

2007


2006Land

Indefinite

$
31,463


$
31,963Land improvements

2-20


10,091



10,313Buildings and improvements

20


63,472



60,548Vehicles, including transport
    trailers

8-20


91,529



86,787Bulk equipment and district
    facilities

5-30


95,908



95,986Tanks and customer equipment

2-30


767,096



756,134Computer and office equipment

2-5


111,735



108,102Construction in progress

n/a


9,281



6,6081,180,575



1,156,441Less: accumulated depreciation




460,385



416,340$
720,190


$
740,101    F-17




---



##### 



FERRELLGAS
    PARTNERS, L.P. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    2007


2006Accrued interest

$
23,447


$
24,800Accrued payroll


16,680



18,724Accrued insurance


11,602



10,062Current portion of long-term debt


2,957



14,758Customer deposits and advances


21,018



45,837Other


31,495



26,557$
107,199


$
140,738     For the Year Ended July 31,2007


2006


2005Loss on disposal of assets

$
4,232


$
1,188


$
5,543Loss on transfer of accounts
    receivable related to the accounts receivable securitization


10,384



10,075



5,894Service income related to the
    accounts receivable securitization


(3,794
)


(3,724
)


(2,764
)Loss on disposal of assets and
    other

$
10,822


$
7,539


$
8,673     For the Year Ended July 31,2007


2006


2005Operating expense

$
163,193


$
148,125


$
156,072Depreciation and amortization
    expense


5,308



5,837



6,427Equipment lease expense


23,465



24,356



23,313$
191,966


$
178,318


$
185,812   H.
    Accounts
    receivable securitization  364-day 364-day
   F-18




---



##### 



FERRELLGAS
    PARTNERS, L.P. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    2007


2006Retained interest

$
14,022


$
16,373Accounts receivable transferred

$
76,250


$
87,500       For the Year Ended July 31,2007


2006


2005Net non-cash activity

$
2,964


$
2,579


$
1,101Bad debt expense

$
202


$
618


$
466     I.
    Goodwill
    and intangible assets, net    July 31, 2007


July 31, 2006Gross








GrossCarrying


Accumulated





Carrying


AccumulatedAmount


Amortization


Net


Amount


Amortization


NetGOODWILL, NET

$
249,481






$
249,481


$
246,050






$
246,050INTANGIBLE ASSETS, NETAmortized intangible assetsCustomer lists

$
363,285


$
(189,314
)

$
173,971


$
345,103


$
(171,721
)

$
173,382Non-compete agreements


43,043



(32,260
)


10,783



40,921



(27,605
)


13,316Other


5,368



(2,945
)


2,423



5,340



(2,590
)


2,750411,696



(224,519
)


187,177



391,364



(201,916
)


189,448Unamortized intangible assetsTradenames & trademarks


59,106







59,106



59,098







59,098Total intangible assets, net

$
470,802


$
(224,519
)

$
246,283


$
450,462


$
(201,916
)

$
248,546      F-19




---



##### 



FERRELLGAS
    PARTNERS, L.P. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Aggregate amortization expense
  For the Year Ended July 31,2007

$
22,5532006


22,2562005


22,987   Estimated amortization expense
  For the Year Ended July 31,2008

$
20,8902009


19,8592010


18,7882011


18,6312012


18,183   J.
    Long-term
    debt    2007


2006Senior notesFixed rate,
    Series C-E,
    ranging from 7.12% to 7.42% due
    2008-2013(1)

$
204,000


$
241,000Fixed rate, 8.75%, due 2012, net
    of unamortized premium of $1,851 and $2,229 at 2007 and 2006,
    respectively(2)


269,851



270,229Fixed rate,
    Series B-C,
    ranging from 8.78% to 8.87%, due
    2007-2009(3)


163,000



184,000Fixed rate, 6.75% due 2014, net of
    unamortized discount of $609 and $700 at 2007 and 2006,
    respectively(4)


249,391



249,300Credit
    facilities, variable
    interest rates, expiring 2009 and 2010 (net of
    $57.8 million and $52.6 million classified as
    short-term borrowings at 2007 and 2006, respectively)


120,021



45,453Notes
    payable, 7.9% and 7.4%
    weighted average interest rates in 2007 and 2006, respectively,
    due 2006 to 2016, net of unamortized discount of $1,647 and
    $1,436 at 2007 and 2006, respectively


8,395



8,238Capital lease
    obligations


50



831,014,708



998,303Less: current portion, included in
    other current liabilities on the consolidated balance sheets


2,957



14,758$
1,011,751


$
983,545     (1)
    
    The operating partnerships fixed rate senior notes, issued
    in August 1998, are general unsecured obligations of the
    operating partnership and rank on an equal basis in right of
    payment with all senior indebtedness of the F-20




---



##### 



FERRELLGAS
    PARTNERS, L.P. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  operating partnership and are senior to all subordinated
    indebtedness of the operating partnership. The outstanding
    principal amount of the series C, D and E notes are due on
    August 1, 2008, 2010, and 2013, respectively. In general,
    the operating partnership does not have the option to prepay the
    notes prior to maturity without incurring prepayment penalties.(2)
    
    On September 24, 2002, Ferrellgas Partners issued
    $170.0 million of its fixed rate senior notes. On
    December 18, 2002, Ferrellgas Partners issued
    $48.0 million of its fixed rate senior notes with a debt
    premium of $1.7 million that will be amortized to interest
    expense through 2012. On June 10, 2004 Ferrellgas Partners
    issued $50.0 million of its fixed rate senior notes with a
    debt premium of $1.6 million that will be amortized to
    interest expense through 2012. The senior notes bear interest
    from the date of issuance, payable semi-annually in arrears on
    June 15 and December 15 of each year.(3)
    
    The operating partnerships fixed rate senior notes, issued
    in February 2000, are general unsecured obligations of the
    operating partnership and rank on an equal basis in right of
    payment with all senior indebtedness of the operating
    partnership and are senior to all subordinated indebtedness of
    the operating partnership. The outstanding principal amount of
    the series B and C notes are due on August 1, 2007 and
    2009, respectively. In general, the operating partnership does
    not have the option to prepay the notes prior to maturity
    without incurring prepayment penalties.(4)
    
    The operating partnerships fixed rate senior notes, issued
    in April 2004 are general unsecured obligations of the operating
    partnership and rank on an equal basis in right of payment with
    all senior indebtedness of the operating partnership and are
    senior to all subordinated indebtedness of the operating
    partnership. The outstanding principal amount is due on
    May 1, 2014. In general, the operating partnership does not
    have the option to prepay the notes prior to maturity without
    incurring prepayment penalties.    Unsecured
    bank credit facilities
         F-21




---



##### 



FERRELLGAS
    PARTNERS, L.P. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    
    the base rate, which is defined as the higher of the federal
    funds rate plus 0.50% or Bank of Americas prime rate (as
    of July 31, 2007, the federal funds rate and Bank of
    Americas prime rate were 5.28% and 8.25%,
    respectively); or
    the Eurodollar Rate plus a margin varying from 1.50% to 2.50%
    (as of July 31, 2007, the one-month and three-month
    Eurodollar Rates were 5.32% and 5.35%, respectively).          ScheduledAnnual PrincipalFor the Year Ended July 31,

Payments2008

$
92,9572009


54,4382010


194,1672011


82,9952012


268,955Thereafter


321,601Total

$
1,015,113      F-22




---



##### 



FERRELLGAS
    PARTNERS, L.P. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  K.
    Partners
    capital    2007


2006Third parties(1)


38,337,983



38,157,986Ferrell Companies(2)


20,080,776



18,188,883FCI Trading Corp.(3)


195,686



195,686Ferrell Propane, Inc.(4)


51,204



51,204James E. Ferrell(5)


4,292,025



4,292,025     (1)
    
    These common units are listed on the New York Stock Exchange
    under the symbol FGP.(2)
    
    Ferrell Companies is the owner of the general partner and a 32%
    owner of Ferrellgas common units and thus a related party.(3)
    
    FCI Trading Corp. (FCI Trading) is an affiliate of
    the general partner and thus a related party.(4)
    
    Ferrell Propane, Inc. (Ferrell Propane) is
    controlled by the general partner and thus a related party.(5)
    
    James E. Ferrell (Mr. Ferrell) is the Chairman
    and Chief Executive Officer of the general partner and thus a
    related party.        Common
    unit issuances
     F-23




---



##### 



FERRELLGAS
    PARTNERS, L.P. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
          Common
    unit and general partner distributions
    For the Year Ended July 31,2007


2006


2005Third parties

$
76,562


$
75,641


$
70,352Ferrell Companies


40,162



36,378



35,608FCI Trading


391



391



391Ferrell Propane


102



102



102Mr. Ferrell


8,584



8,464



419General partner


1,271



1,221



1,079$
127,072


$
122,197


$
107,951     Ferrell Companies

$
10,040FCI Trading


98Ferrell Propane


26Mr. Ferrell


2,146General partner


318   Senior
    unit distributions
   F-24




---



##### 



FERRELLGAS
    PARTNERS, L.P. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    L.
    Derivatives      2007


2006


2005Fair value adjustment classified
    as OCI

$
5,055


$
2,540


$
70Reclassification of net gains to
    statement of earnings

$
(2,126
)

$
(484
)

$
(1,772
)      F-25




---



##### 



FERRELLGAS
    PARTNERS, L.P. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    For the Year Ended July 31,2007


2006


2005Net fair value of contracts
    outstanding at the beginning of the period

$
0


$
116


$
424Contracts outstanding at the
    beginning of the period that were realized or otherwise settled
    during the period


0



(116
)


(9,672
)Fair value of new contracts
    entered into during the period


4







9,364Unrealized gains in fair value of
    contracts outstanding at the end of the period

$
4


$



$
116     (In thousands)For the year ended July 31,
    2007


99For the year ended July 31,
    2006


300For the year ended July 31,
    2005


10,717   M.
    Transactions
    with related parties  Reimbursable
    costs
    For the Year Ended July 31,2007


2006


2005Operating expense

$
202,824


$
202,790


$
207,393General and administrative expense

$
26,542


$
24,614


$
24,242   Operations
    For the Year Ended July 31,2007


2006


2005Net receipts (disbursements)

$



$



$
(2,699
)Receipts from providing accounting
    services






37



40  F-26




---



##### 



FERRELLGAS
    PARTNERS, L.P. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    brother-in-law
      N.
    Contingencies
    and commitments  Litigation
    Long-term
    debt-related commitments
    Operating
    lease commitments and buyouts
     F-27




---



##### 



FERRELLGAS
    PARTNERS, L.P. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
        Future Minimum Rental and Buyout Amounts by Fiscal Year2008


2009


2010


2011


2012


ThereafterOperating lease obligations

$
34,107


$
23,378


$
16,110


$
11,076


$
5,354


$
16,262Operating lease buyouts

$
2,478


$
11,498


$
3,166


$
4,853


$
2,533


$
859     O.
    Employee
    benefits         F-28




---



##### 



FERRELLGAS
    PARTNERS, L.P. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    P.
    Earnings
    per common unit    EITF 03-6, Earnings per Share, EITF 03-6 EITF 03-6
    For the Year Ended July 31,2007


2006


2005Net earnings (loss) available to
    common unitholders before discontinued operations

$
34,452


$
24,759


$
(22,453
)Earnings from discontinued
    operations (including gain on sale in 2005 of $97,001), net of
    minority interest and general partner interest of $2,105 in 2005










103,147Net earnings available to common
    unitholders

$
34,452


$
24,759


$
80,694Weighted average common units
    outstanding (in thousands)


62,755.8



60,459.5



53,945.4Basic and diluted earnings per
    common unit:Net earnings (loss) available to
    common unitholders before discontinued operations

$
0.55


$
0.41


$
(0.41
)Earnings from discontinued
    operations (including gain sale in 2005 of $97,001), net of
    minority interest and general partner interest of $2,105 in 2005










1.91Net earnings available to common
    unitholders

$
0.55


$
0.41


$
1.50  F-29




---



##### 



FERRELLGAS
    PARTNERS, L.P. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Q.
    Quarterly
    data (unaudited)  EITF 03-6
  For the Year Ended July 31, 2007First


Second


Third


FourthQuarter


Quarter


Quarter


QuarterRevenues

$
376,413


$
662,773


$
624,162


$
329,092Gross margin from propane and
    other gas liquids sales(a)


110,233



201,988



190,223



107,810Net earnings (loss)


(29,513
)


59,189



43,703



(38,579
)Net earnings (loss) available to
    common unitholders


(29,218
)


52,932



41,843



(38,193
)Basic and diluted earnings (loss)
    per common unit available to common unitholders

$
(0.47
)

$
0.84


$
0.66


$
(0.61
)   For the Year Ended July 31, 2006First


Second


Third


FourthQuarter


Quarter


Quarter


QuarterRevenues

$
385,598


$
652,568


$
526,026


$
331,278Gross margin from propane and
    other gas liquids sales(a)


107,771



194,766



178,468



107,758Net earnings (loss)


(25,768
)


58,064



30,941



(38,228
)Net earnings (loss) available to
    common unitholders


(25,510
)


51,459



30,632



(37,846
)Basic and diluted earnings (loss)
    per common unit available to common unitholders

$
(0.42
)

$
0.85


$
0.51


$
(0.62
)     (a)
    
    Gross margin from propane and other gas liquids sales represents
    Propane and other gas liquids sales less Cost of product
    sold  propane and other gas liquids sales. F-30




---



##### 



REPORT
    OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
            
    F-31




---



##### 



FERRELLGAS
    PARTNERS FINANCE CORP.
    (a wholly-owned subsidiary of Ferrellgas Partners, L.P.) BALANCE
    SHEETS
  July 31,2007


2006ASSETSCash

$
1,000


$
1,000Total assets

$
1,000


$
1,000STOCKHOLDERS
    EQUITYCommon stock, $1 par value;
    2,000 shares authorized; 1,000 shares issued and
    outstanding

$
1,000


$
1,000Additional paid in capital


4,157



3,713Accumulated deficit


(4,157
)


(3,713
)Total stockholders
    equity

$
1,000


$
1,000    F-32




---



##### 



FERRELLGAS
    PARTNERS FINANCE CORP.
    (a wholly-owned subsidiary of Ferrellgas Partners, L.P.)
    STATEMENTS OF EARNINGS
  For the Year Ended July 31,2007


2006


2005Revenues

$



$



$
General and administrative expense


444



431



416Net loss

$
(444
)

$
(431
)

$
(416
)    F-33




---



##### 



FERRELLGAS
    PARTNERS FINANCE CORP.
    (a wholly-owned subsidiary of Ferrellgas Partners,
    L.P.)
  STATEMENTS
    OF STOCKHOLDERS EQUITY
  Additional





TotalCommon Stock


Paid in


Accumulated


StockholdersShares


Dollars


Capital


Deficit


EquityJuly 31, 2004


1,000


$
1,000


$
2,866


$
(2,866
)

$
1,000Capital contribution










416







416Net loss














(416
)


(416
)July 31, 2005


1,000



1,000



3,282



(3,282
)


1,000Capital contribution










431







431Net loss














(431
)


(431
)July 31, 2006


1,000



1,000



3,713



(3,713
)


1,000Capital contribution










444







444Net loss














(444
)


(444
)July 31, 2007


1,000


$
1,000


$
4,157


$
(4,157
)

$
1,000    F-34




---



##### 



FERRELLGAS
    PARTNERS FINANCE CORP.
    (a wholly-owned subsidiary of Ferrellgas Partners,
    L.P.)
  STATEMENTS
    OF CASH FLOWS
  For the Year Ended July 31,2007


2006


2005Cash flows from operating
    activities:Net loss

$
(444
)

$
(431
)

$
(416
)Cash used by operating activities


(444
)


(431
)


(416
)Cash flows from financing
    activities:Capital contribution


444



431



416Cash provided by financing
    activities


444



431



416Change in cash










Cash  beginning of year


1,000



1,000



1,000Cash  end of
    year

$
1,000


$
1,000


$
1,000    F-35




---



##### 



FERRELLGAS
    PARTNERS FINANCE CORP.
    (a wholly-owned subsidiary of Ferrellgas Partners, L.P.)
    NOTES TO FINANCIAL STATEMENTS
  A.
    Formation      B.
    Commitment  3 4 3 4 3 4
    C.
    Income
    taxes     F-36




---



##### 



REPORT
    OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
            Internal Control 
    Integrated Framework
  
    F-37




---



##### 



FERRELLGAS,
    L.P. AND SUBSIDIARIES
  CONSOLIDATED BALANCE SHEETS
  July 31,2007


2006(In thousands)ASSETSCurrent assets:Cash and cash equivalents

$
20,407


$
14,875Accounts and notes receivable (net
    of allowance for doubtful accounts of $4,358 and $5,628 in 2007
    and 2006, respectively)


118,320



116,369Inventories


113,807



154,613Prepaid expenses and other current
    assets


16,103



14,664Total current assets


268,637



300,521Property, plant and equipment, net


720,190



740,101Goodwill


249,481



246,050Intangible assets, net


246,283



248,546Other assets, net


15,360



8,833Total assets

$
1,499,951


$
1,544,051LIABILITIES AND PARTNERS
    CAPITALCurrent liabilities:Accounts payable

$
62,103


$
82,212Short-term borrowings


57,779



52,647Other current liabilities


104,018



136,788Total current
    liabilities


223,900



271,647Long-term debt


741,900



713,316Other liabilities


22,795



19,178Contingencies and commitments
    (Note N)






Partners
    capitalLimited partner


501,501



533,095General partner


5,119



5,435Accumulated other comprehensive
    income


4,736



1,380Total partners
    capital


511,356



539,910Total liabilities and
    partners capital

$
1,499,951


$
1,544,051    F-38




---



##### 



FERRELLGAS,
    L.P. AND SUBSIDIARIES
  CONSOLIDATED
    STATEMENTS OF EARNINGS
  For the Year Ended July 31,2007


2006


2005(In thousands)Revenues:Propane and other gas liquids sales

$
1,757,423


$
1,697,940


$
1,592,325Other


235,017



197,530



161,789Total revenues


1,992,440



1,895,470



1,754,114Costs and expenses:Cost of product sold 
    propane and other gas liquids sales


1,147,169



1,109,177



1,052,005Cost of product sold 
    other


157,223



122,450



88,293Operating expense


380,563



374,585



365,866Depreciation and amortization
    expense


87,383



84,953



83,060General and administrative expense


44,870



47,689



42,342Equipment lease expense


26,142



27,320



25,495Employee stock ownership plan
    compensation charge


11,225



10,277



12,266Loss on disposal of assets and
    other


10,822



7,539



8,673Operating income


127,043



111,480



76,114Interest expense


(64,201
)


(60,537
)


(67,430
)Interest income


3,145



2,046



1,891Earnings before income taxes
    and discontinued operations


65,987



52,989



10,575Income tax expense


6,560



3,524



1,447Earnings from continuing
    operations before discontinued operations


59,427



49,465



9,128Earnings from discontinued
    operations (including gain on sale in 2005 of $97,001)










105,252Net earnings

$
59,427


$
49,465


$
114,380    F-39




---



##### 



FERRELLGAS,
    L.P. AND SUBSIDIARIES
  CONSOLIDATED
    STATEMENTS OF PARTNERS CAPITAL
  Accumulated OtherComprehensive IncomeCurrency





TotalLimited


General


Risk


Translation


Pension


PartnersPartner


Partner


Management


Adjustments


Liability


Capital(In thousands)Balance at July 31,
    2004

$
470,046


$
4,791


$
1,772


$
16


$
(1,058
)

$
475,567Contributions in connection with
    ESOP compensation charge


12,142



124















12,266Quarterly distributions


(137,643
)


(1,406
)














(139,049
)Cash contributed by Ferrellgas
    Partners and the general partner


138,540



1,413















139,953Net assets contributed by
    Ferrellgas Partners and the general partner in connection with
    acquisitions


7,138



74















7,212Comprehensive income:Net earnings


113,225



1,155















114,380Other comprehensive income (loss):Net earnings on risk management
    derivatives










70







Reclassification of derivatives to
    earnings










(1,772
)






Foreign currency translation
    adjustments














49Pension liability adjustment


















311



(1,342
)Comprehensive income






















113,038Balance at July 31,
    2005


603,448



6,151



70



65



(747
)


608,987Contributions in connection with
    ESOP and stock-based compensation charges


12,016



124















12,140Quarterly distributions


(145,938
)


(1,489
)














(147,427
)Cash contributed by Ferrellgas
    Partners and the general partner


1,538



16















1,554Net assets contributed by
    Ferrellgas Partners and cash contributed by the general partner
    in connection with acquisitions


13,066



133















13,199Comprehensive income:Net earnings


48,965



500















49,465Other comprehensive income (loss):Net earnings on risk management
    derivatives










2,540







Reclassification of derivatives to
    earnings










(484
)






Foreign currency translation
    adjustments














(29
)


Tax effect on foreign currency
    translation adjustments














(15
)Pension liability adjustment


















(20
)


1,992Comprehensive income






















51,457Balance at July 31,
    2006


533,095



5,435



2,126



21



(767
)


539,910Contributions in connection with
    ESOP and stock-based compensation charges


11,992



122















12,114Quarterly distributions


(150,522
)


(1,536
)














(152,058
)Cash contributed by Ferrellgas
    Partners and the general partner


46,100



470















46,570Net assets contributed by
    Ferrellgas Partners and cash contributed by the general partner
    in connection with acquisitions


2,009



28















2,037Comprehensive income:Net earnings


58,827



600















59,427Other comprehensive income (loss):Net earnings on risk management
    derivatives










5,055







Reclassification of derivatives to
    earnings










(2,126
)






Foreign currency translation
    adjustments














14



Tax effect on foreign currency
    translation adjustments














(5
)Pension liability adjustment


















418



3,356Comprehensive income






















62,783Balance at July 31,
    2007

$
501,501


$
5,119


$
5,055


$
30


$
(349
)

$
511,356    F-40




---



##### 



FERRELLGAS,
    L.P. AND SUBSIDIARIES
  CONSOLIDATED
    STATEMENTS OF CASH FLOWS
  For the Year Ended July 31,2007


2006


2005(In thousands)Cash flows from operating
    activities:Net earnings

$
59,427


$
49,465


$
114,380Reconciliation of net earnings to
    net cash provided by operating activities:Depreciation and amortization
    expense


87,383



84,953



84,249Employee stock ownership plan
    compensation charge


11,225



10,277



12,266Stock-based compensation charge


889



1,863



Loss (gain) on disposal of assets
    and discontinued operations


4,232



1,188



(91,494
)Loss on transfer of accounts
    receivable related to the accounts receivable securitization


10,384



10,075



5,894Deferred tax expense (benefit)


3,099



662



(768
)Other


4,185



5,542



1,898Changes in operating assets and
    liabilities, net of effects from business acquisitions:Accounts and notes receivable, net
    of securitization


1,105



(20,412
)


(43,246
)Inventories


40,984



(57,334
)


(2,421
)Prepaid expenses and other current
    assets


1,528



(2,293
)


(2,443
)Accounts payable


(21,295
)


18,491



(17,104
)Accrued interest expense


(1,353
)


472



(4,662
)Other current liabilities


(26,186
)


8,740



16,646Other liabilities


819



1,061



323Accounts receivable securitization:Proceeds from new accounts
    receivable securitizations


100,000



107,000



114,400Proceeds from collections
    reinvested in revolving period accounts receivable
    securitizations


1,156,214



1,184,987



981,256Remittances of amounts collected as
    servicer of accounts receivable securitizations


(1,265,214
)


(1,287,987
)


(1,051,356
)Net cash provided by operating
    activities


167,426



116,750



117,818Cash flows from investing
    activities:Business acquisitions, net of cash
    acquired


(31,715
)


(21,342
)


(23,779
)Capital expenditures 
    technology initiative






(915
)


(10,466
)Capital expenditures 
    other


(46,667
)


(42,451
)


(42,348
)Proceeds from sale of discontinued
    operations










144,000Proceeds from asset sales


9,830



18,950



11,948Other


(6,540
)


(5,656
)


(2,891
)Net cash provided by (used in)
    investing activities


(75,092
)


(51,414
)


76,464Cash flows from financing
    activities:Distributions


(152,058
)


(147,427
)


(141,084
)Contributions from partners


46,570



1,554



140,026Proceeds from increase in long-term
    debt


74,568



45,453



Reductions in long-term debt


(60,942
)


(3,050
)


(205,354
)Net additions to short-term
    borrowings


5,132



32,847



19,800Cash paid for financing costs


(86
)






(1,323
)Other










44Net cash used in financing
    activities


(86,816
)


(70,623
)


(187,891
)Effect of exchange rate changes
    on cash


14



(29
)


49Increase (decrease) in cash and
    cash equivalents


5,532



(5,316
)


6,440Cash and cash
    equivalents  beginning of period


14,875



20,191



13,751Cash and cash
    equivalents  end of period

$
20,407


$
14,875


$
20,191    F-41




---



##### 



FERRELLGAS,
    L.P. AND SUBSIDIARIES
  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
 (Dollars
    in thousands, unless otherwise designated)
  A.
    Partnership
    organization and formation        B.
    Summary
    of significant accounting policies  Nature of operations:
  Accounting estimates:
  Principles of consolidation:
 F-42




---



##### 



FERRELLGAS,
    L.P. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Cash and cash equivalents and non-cash
    activities:
  For the Year Ended July 31,2007


2006


2005CASH PAID FOR:Interest

$
63,584


$
58,141


$
69,847Income taxes

$
3,742


$
990


$
1,359NON-CASH INVESTING ACTIVITIES:Assets contributed from Ferrellgas
    Partners in connection with acquisitions

$
2,009


$
13,198


$
7,136Issuance of liabilities in
    connection with acquisitions

$
2,426


$
4,189


$
768Property, plant and equipment
    additions

$
1,187


$
1,443


$
1,041   Inventories:
  Accounts receivable
    securitization:
    Property, plant and
    equipment:
  Goodwill:
 F-43




---



##### 



FERRELLGAS,
    L.P. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Intangible assets:
  Derivatives and Hedging
    Activities:
  Revenue recognition:
  Shipping and handling
    expenses:
  Cost of product sold:
 F-44




---



##### 



FERRELLGAS,
    L.P. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Operating expenses:
  General and administrative
    expenses:
  Income taxes:
    For the Year Ended July 31,2007


2006


2005Current expense

$
3,461


$
2,862


$
2,215Deferred expense


3,099



662



(768
)Total income tax expense

$
6,560


$
3,524


$
1,447     2007


2006Deferred tax assets

$
1,718


$
1,440Deferred tax liabilities


(4,000
)


(650
)     Sales taxes:
  Segment information:
  New accounting
    standards:
   F-45




---



##### 



FERRELLGAS,
    L.P. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
          Reclassifications:
  C.
    Unit
    and stock-based compensation      For the Year Ended July 31,2007


2006Operating expense

$
273


$
438General and administrative expense


616



1,425$
889


$
1,863    F-46




---



##### 



FERRELLGAS,
    L.P. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      For the YearEnded July 31,2005Net earnings, as reported

$
114,380Deduct: Total stock-based employee
    compensation expense determined under fair value based method
    for all awards


(250
)Pro forma net earnings

$
114,130   Ferrellgas
    Unit Option Plan (UOP)
    Ferrell
    Companies, Inc. Incentive Compensation Plan
    (ICP)
    D.
    Business
    combinations   F-47




---



##### 



FERRELLGAS,
    L.P. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    
    Pacer-Valley Propane, LLC, based in California, acquired August
    2006;
    Lake Propane, based in California, acquired August 2006;
    Pacific Propane Service, Inc., based in California, acquired
    August 2006;
    Twin Ports Energy, Inc., based in Wisconsin, acquired October
    2006;
    Getmans Gas Company, Inc., based in New York, acquired
    October 2006;
    Yankee Gas, LLC, based in Massachusetts, acquired October 2006;
    Great Dane Propane, Inc., based in Florida, acquired October
    2006;
    Puget Sound Propane, based in Washington, acquired December
    2006; and
    Reliance Bottle Gas, Inc., based in Ohio, acquired June 2007.      Customer tanks, buildings, land
    and other

$
11,567Non-compete agreements


2,072Customer lists


18,178Goodwill


3,649Working capital


712$
36,178       
    Norwest Propane, Inc., based in Washington, acquired September
    2005;
    Eastern Fuels, Inc., based in North Carolina, acquired November
    2005;
    Petro Star, Corp., based in New York, acquired December 2005;
    Titan Propane, LLC (selected cylinder exchange assets), based in
    New York and New Jersey, acquired February 2006;
    Empire Propane Cylinder, Inc., based in New York, acquired in
    February 2006;
    United Energy, Inc., based in Ohio, acquired March 2006;
    Cals Propane Service, Inc., based in Oregon, acquired
    April 2006;
    Gaines Propane, Inc., based in Tennessee, acquired April 2006;
    Hometown Gas, Inc., based in Florida, acquired April 2006; F-48




---



##### 



FERRELLGAS,
    L.P. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   
    Denman Cylinder Exchange, Ltd. and The Denman Company, Ltd.
    based in Texas, acquired May 2006; and
    Hampton Gas Company, Inc., based in South Carolina, acquired May
    2006.      Current assets

$
689Customer tanks, buildings, land
    and other


9,640Non-compete agreements


5,598Customer lists


9,586Goodwill


13,218Other assets


15$
38,746       
    Kamps Propane, Inc. (selected cylinder exchange assets),
    based in California, acquired August 2004;
    Suburban Propanes Upper Midwest Retail Operations, based
    in Minnesota, North Dakota and Wisconsin, acquired September
    2004;
    Basin Propane, based in Washington, acquired September 2004;
    Econogas Service, Inc., based in Iowa, acquired September 2004;
    Land Propane Gas Service, based in Kentucky, acquired September
    2004;
    Parsons Gas & Appliance, Inc., Parsons Gas, Inc., and
    Daves Gas, Inc., based in Kentucky, acquired December
    2004; and
    Commercial Propane Corporation, based in Wisconsin, acquired
    January 2005.      Customer tanks, buildings, land
    and other

$
12,358Non-compete agreements


2,914Customer lists


12,690Goodwill


4,016Other assets


453Current liabilities


(749
)$
31,682    F-49




---



##### 



FERRELLGAS,
    L.P. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  E.
    Discontinued
    operations      For the YearEnded July 31,2005Total revenues

$
89,339Cost of product sold 
    Propane and other gas liquids sales


77,407Operating expense


2,506Depreciation and amortization
    expense


1,189Equipment lease expense


22Loss on disposal of assets and
    other


(36
)Earnings before income taxes and
    discontinued operations


8,251Gain on sale of discontinued
    operations


97,001Earnings from discontinued
    operations

$
105,252     F.
    Quarterly
    distributions of available cash      G.
    Supplemental
    financial statement information    2007


2006Propane gas and related products

$
89,769


$
130,644Appliances, parts and supplies


24,038



23,969$
113,807


$
154,613    F-50




---



##### 



FERRELLGAS,
    L.P. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      EstimatedUseful Lives

2007


2006Land

Indefinite

$
31,463


$
31,963Land improvements

2-20


10,091



10,313Buildings and improvements

20


63,472



60,548Vehicles, including transport
    trailers

8-20


91,529



86,787Bulk equipment and district
    facilities

5-30


95,908



95,986Tanks and customer equipment

2-30


767,096



756,134Computer and office equipment

2-5


111,735



108,102Construction in progress

n/a


9,281



6,6081,180,575



1,156,441Less: accumulated depreciation




460,385



416,340$
720,190


$
740,101       2007


2006Accrued interest

$
20,451


$
21,804Accrued payroll


16,680



18,724Accrued insurance


11,602



10,062Current portion of long-term debt


2,957



14,758Customer deposits and advances


21,018



45,837Other


31,310



25,603$
104,018


$
136,788     For the Year Ended July 31,2007


2006


2005Loss on disposal of assets

$
4,232


$
1,188


$
5,543Loss on transfer of accounts
    receivable related to the accounts receivable securitization


10,384



10,075



5,894Service income related to the
    accounts receivable Securitization


(3,794
)


(3,724
)


(2,764
)Loss on disposal of assets and
    other

$
10,822


$
7,539


$
8,673  F-51




---



##### 



FERRELLGAS,
    L.P. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    For the Year Ended July 31,2007


2006


2005Operating expense

$
163,193


$
148,125


$
156,072Depreciation and amortization
    expense


5,308



5,837



6,427Equipment lease expense


23,465



24,356



23,313$
191,966


$
178,318


$
185,812   H.
    Accounts
    receivable securitization  364-day 364-day
    2007


2006Retained interest

$
14,022


$
16,373Accounts receivable transferred

$
76,250


$
87,500       For the Year Ended July 31,2007


2006


2005Net non-cash activity

$
2,964


$
2,579


$
1,101Bad debt expense

$
202


$
618


$
466    F-52




---



##### 



FERRELLGAS,
    L.P. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  I.
    Goodwill
    and intangible assets, net    July 31, 2007


July 31, 2006Gross








GrossCarrying


Accumulated





Carrying


AccumulatedAmount


Amortization


Net


Amount


Amortization


NetGOODWILL, NET

$
249,481






$
249,481


$
246,050






$
246,050INTANGIBLE ASSETS, NETAmortized intangible assetsCustomer lists

$
363,285


$
(189,314
)

$
173,971


$
345,103


$
(171,721
)

$
173,382Non-compete agreements


43,043



(32,260
)


10,783



40,921



(27,605
)


13,316Other


5,368



(2,945
)


2,423



5,340



(2,590
)


2,750411,696



(224,519
)


187,177



391,364



(201,916
)


189,448Unamortized intangible assetsTradenames & trademarks


59,106







59,106



59,098







59,098Total intangible assets, net

$
470,802


$
(224,519
)

$
246,283


$
450,462


$
(201,916
)

$
248,546         Aggregate amortization expense:
  For the Year Ended July 31,2007

$
22,5532006


22,2562005


22,987   Estimated amortization expense:
  For the Year Ended July 31,2008

$
20,8902009


19,8592010


18,7882011


18,6312012


18,183  F-53




---



##### 



FERRELLGAS,
    L.P. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  J.
    Long-term
    debt    2007


2006Senior notesFixed rate,
    Series C-E,
    ranging from 7.12% to 7.42%, due
    2008-2013(1)

$
204,000


$
241,000Fixed rate,
    Series B-C,
    ranging from 8.78% to 8.87%, due
    2007-2009(2)


163,000



184,000Fixed rate, 6.75% due 2014, net of
    unamortized discount of $609 and $700 at 2007 and 2006,
    respectively(3)


249,391



249,300Credit
    facilities, variable
    interest rates, expiring 2009 and 2010 (net of
    $57.8 million and $52.6 million classified as
    short-term borrowings at 2007 and 2006, respectively)


120,021



45,453Notes
    payable, 7.9% and 7.4%
    weighted average interest rates in 2007 and 2006, respectively,
    due 2006 to 2016, net of unamortized discount of $1,647 and
    $1,436 at 2007 and 2006, respectively


8,395



8,238Capital lease
    obligations


50



83744,857



728,074Less: current portion, included in
    other current liabilities on the consolidated balance sheets


2,957



14,758$
741,900


$
713,316     (1)
    
    Ferrellgas, L.P.s fixed rate senior notes, issued in
    August 1998, are general unsecured obligations of Ferrellgas,
    L.P. and rank on an equal basis in right of payment with all
    senior indebtedness of Ferrellgas, L.P. and senior to all
    subordinated indebtedness of Ferrellgas, L.P. The outstanding
    principal amount of the series C, D and E notes are due on
    August 1, 2008, 2010, and 2013, respectively. In general,
    Ferrellgas, L.P. does not have the option to prepay the notes
    prior to maturity without incurring prepayment penalties.(2)
    
    Ferrellgas, L.P.s fixed rate senior notes, issued in
    February 2000, are general unsecured obligations of Ferrellgas,
    L.P. and rank on an equal basis in right of payment with all
    senior indebtedness of Ferrellgas, L.P. and are senior to all
    subordinated indebtedness of Ferrellgas, L.P. The outstanding
    principal amount of the series B and C notes are due on
    August 1, 2007 and 2009, respectively. In general,
    Ferrellgas, L.P. does not have the option to prepay the notes
    prior to maturity without incurring prepayment penalties.(3)
    
    Ferrellgas, L.P.s fixed rate senior notes, issued in April
    2004 are general unsecured obligations of the Ferrellgas, L.P.
    and rank on an equal basis in right of payment with all senior
    indebtedness of Ferrellgas, L.P. and are senior to all
    subordinated indebtedness of Ferrellgas, L.P. The outstanding
    principal amount is due on May 1, 2014. In general,
    Ferrellgas, L.P. does not have the option to prepay the notes
    prior to maturity without incurring prepayment penalties.    Unsecured
    bank credit facilities
   F-54




---



##### 



FERRELLGAS,
    L.P. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
            
    the base rate, which is defined as the higher of the federal
    funds rate plus 0.50% or Bank of Americas prime rate (as
    of July 31, 2007, the federal funds rate and Bank of
    Americas prime rate were 5.28% and 8.25%,
    respectively); or
    the Eurodollar Rate plus a margin varying from 1.50% to 2.50%
    (as of July 31, 2007, the one-month and three-month
    Eurodollar Rates were 5.32% and 5.35%, respectively).       F-55




---



##### 



FERRELLGAS,
    L.P. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    ScheduledAnnual PrincipalFor the Year Ended July 31,

Payments2008

$
92,9572009


54,4382010


194,1672011


82,9952012


955Thereafter


321,601Total

$
747,113       K.
    Partners
    capital    Partnership
    distributions paid
  For the Year Ended July 31,2007


2006


2005Ferrellgas Partners

$
150,522


$
145,938


$
139,659general partner

$
1,536


$
1,489


$
1,425     Partnership
    contributions received
       F-56




---



##### 



FERRELLGAS,
    L.P. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  L.
    Derivatives        2007


2006


2005Fair value adjustment classified
    as OCI

$
5,055


$
2,540


$
70Reclassification of net gains to
    statement of earnings

$
(2,126
)

$
(484
)

$
(1,772
)      F-57




---



##### 



FERRELLGAS,
    L.P. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    For the Year Ended July 31,2007


2006


2005Net fair value of contracts
    outstanding at the beginning of the period

$



$
116


$
424Contracts outstanding at the
    beginning of the period that were realized or otherwise settled
    during the period






(116
)


(9,672
)Fair value of new contracts
    entered into during the period


4







9,364Unrealized gains in fair value of
    contracts at the end of the period

$
4


$



$
116     (In thousands)For the year ended July 31,
    2007


99For the year ended July 31,
    2006


300For the year ended July 31,
    2005


10,717   M.
    Transactions
    with related parties  Reimbursable
    costs
    For the Year Ended July 31,2007


2006


2005Operating expense

$
202,824


$
202,790


$
207,393General and administrative expense

$
26,542


$
24,614


$
24,242   Operations
    For the Year Ended July 31,2007


2006


2005Net receipts (disbursements)

$



$



$
(2,699
)Receipts from providing accounting
    services






37



40  F-58




---



##### 



FERRELLGAS,
    L.P. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    brother-in-law
      N.
    Contingencies
    and commitments  Litigation
    Long-term
    debt-related commitments
    Operating
    lease commitments and buyouts
     F-59




---



##### 



FERRELLGAS,
    L.P. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
        Future Minimum Rental and Buyout Amounts by Fiscal Year2008


2009


2010


2011


2012


ThereafterOperating lease obligations

$
34,107


$
23,378


$
16,110


$
11,076


$
5,354


$
16,262Operating lease buyouts

$
2,478


$
11,498


$
3,166


$
4,853


$
2,533


$
859     O.
    Employee
    benefits         F-60




---



##### 



FERRELLGAS,
    L.P. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    P.
    Quarterly
    data (unaudited)    For the Year Ended July 31, 2007First


Second


Third


FourthQuarter


Quarter


Quarter


QuarterRevenues

$
376,413


$
662,773


$
624,162


$
329,092Gross margin from propane and
    other gas liquids sales(a)


110,233



201,988



190,223



107,810Net earnings (loss)


(23,716
)


65,843



50,211



(32,911
)   For the Year Ended July 31, 2006First


Second


Third


FourthQuarter


Quarter


Quarter


QuarterRevenues

$
385,598


$
652,568


$
526,026


$
331,278Gross margin from propane and
    other gas liquids sales(a)


107,771



194,766



178,468



107,758Net earnings (loss)


(19,982
)


64,702



37,306



(32,561
)     (a)
    
    Gross margin from propane and other gas liquids sales represents
    Propane and other gas liquids sales less Cost of product
    sold  propane and other gas liquids sales. F-61




---



##### 



REPORT
    OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
            
    F-62




---



##### 



FERRELLGAS
    FINANCE CORP.
    (a wholly-owned subsidiary of Ferrellgas, L.P.)
   BALANCE
    SHEETS
  July 31,2007


2006ASSETSCash

$
1,000


$
1,000Total assets

$
1,000


$
1,000STOCKHOLDERS
    EQUITYCommon stock, $1 par value;
    2,000 shares authorized; 1,000 shares issued and
    outstanding

$
1,000


$
1,000Additional paid in capital


2,220



1,776Accumulated deficit


(2,220
)


(1,776
)Total stockholders
    equity

$
1,000


$
1,000    F-63




---



##### 



FERRELLGAS
    FINANCE CORP.
    (a wholly-owned subsidiary of Ferrellgas, L.P.)
   STATEMENTS
    OF EARNINGS
  For the Year Ended July 31,2007


2006


2005Revenues

$



$



$
General and administrative expense


444



431



416Net loss

$
(444
)

$
(431
)

$
(416
)    F-64




---



##### 



FERRELLGAS
    FINANCE CORP.
    (a wholly-owned subsidiary of Ferrellgas, L.P.)
   STATEMENTS
    OF STOCKHOLDERS EQUITY
  Additional





TotalCommon Stock


Paid in


Accumulated


StockholdersShares


Dollars


Capital


Deficit


EquityJuly 31, 2004


1,000


$
1,000


$
929


$
(929
)

$
1,000Capital contribution










416







416Net loss














(416
)


(416
)July 31, 2005


1,000



1,000



1,345



(1,345
)

$
1,000Capital contribution










431







431Net loss














(431
)


(431
)July 31, 2006


1,000


$
1,000


$
1,776


$
(1,776
)

$
1,000Capital contribution










444







444Net loss














(444
)


(444
)July 31, 2007


1,000


$
1,000


$
2,220


$
(2,220
)

$
1,000    F-65




---



##### 



FERRELLGAS
    FINANCE CORP.
    (a wholly-owned subsidiary of Ferrellgas, L.P.)
  STATEMENTS
    OF CASH FLOWS
  For the Year Ended July 31,2007


2006


2005Cash flows from operating
    activities:Net loss

$
(444
)

$
(431
)

$
(416
)Cash used by operating activities


(444
)


(431
)


(416
)Cash flows from financing
    activities:Capital contribution


444



431



416Cash provided by financing
    activities


444



431



416Change in cash










Cash  beginning of year


1,000



1,000



1,000Cash  end of
    year

$
1,000


$
1,000


$
1,000    F-66




---



##### 



FERRELLGAS
    FINANCE CORP.
    (a wholly-owned subsidiary of Ferrellgas, L.P.)
   NOTES TO
    FINANCIAL STATEMENTS
  A.
    Formation        B.
    Commitment  3 4
    C.
    Income
    taxes     F-67




---



##### 



INDEX TO
    FINANCIAL STATEMENT SCHEDULES
  PageFerrellgas Partners, L.P. and
    SubsidiariesSchedule I

Parent Only Balance Sheets as of
    July 31, 2007 and 2006 and Statements of Earnings and Cash Flows
    for the years ended July 31, 2007, 2006 and 2005


S-2Schedule II

Valuation and Qualifying Accounts
    for the years ended July 31, 2007, 2006 and 2005.


S-5Ferrellgas, L.P. and
    SubsidiariesSchedule II

Valuation and Qualifying Accounts
    for the years ended July 31, 2007, 2006 and 2005.


S-6   S-1




---



##### 



Schedule
    l
  FERRELLGAS
    PARTNERS, L.P.
    PARENT ONLY
    BALANCE SHEETS
  July 31,2007


2006(In thousands, exceptunit data)ASSETSCash and cash equivalents

$
278


$
1,650Prepaid expenses and other current
    assets


669



670Investment in Ferrellgas,
    L.P.


506,237



534,475Other assets, net


2,505



3,129Total assets

$
509,689


$
539,924LIABILITIES AND PARTNERS
    CAPITALOther current liabilities

$
3,181


$
3,950Long term debt


269,851



270,229Other liabilities






Partners
    capitalCommon unitholders (62,957,674 and
    60,885,784 units outstanding at 2007 and 2006, respectively)


289,075



321,194General partner (635,936 and
    615,008 units outstanding at 2007 and 2006, respectively)


(57,154
)


(56,829
)Accumulated other comprehensive
    income


4,736



1,380Total partners
    capital


236,657



265,745Total liabilities and
    partners capital

$
509,689



539,924  S-2




---



##### 



Schedule
    l
  FERRELLGAS
    PARTNERS, L.P.
    PARENT ONLY
  STATEMENTS
    OF EARNINGS
  For the Year Ended July 31,2007


2006


2005(In thousands)Equity in earnings of Ferrellgas,
    L.P.

$
58,827


$
49,465


$
114,380Operating expense


275



258



326Operating income


58,552



49,207



114,054Interest expense


(23,752
)


(23,698
)


(23,798
)Interest income










3Other expense










(290
)Net earnings

$
34,800


$
25,509


$
89,969  S-3




---



##### 



Schedule
    l
  FERRELLGAS
    PARTNERS, L.P.
    PARENT ONLY
  STATEMENTS
    OF CASH FLOWS
  For the Year Ended July 31,2007


2006


2005(In thousands)Cash flows from operating
    activities:Net earnings

$
34,800


$
25,509


$
89,969Reconciliation of net earnings to
    net cash used in operating activities:Other


(142
)


340



(613
)Equity in earnings of Ferrellgas,
    L.P.


(58,827
)


(49,465
)


(114,380
)Net cash used in operating
    activities


(24,169
)


(23,616
)


(25,024
)Cash flows from investing
    activities:Distributions received from
    Ferrellgas, L.P.


150,522



145,938



139,657Business acquisitions, net of cash
    acquired










(125
)Cash contributed to Ferrellgas,
    L.P.


(46,100
)


(1,554
)


(138,539
)Net cash provided by investing
    activities


104,422



144,384



993Cash flows from financing
    activities:Distributions


(127,072
)


(122,197
)


(116,007
)Cash paid for financing costs


(367
)


(375
)


(82
)Issuance of common units, net of
    issuance costs of $226 and $569 in 2007 and 2005


44,319







136,824Proceeds from exercise of common
    unit options


1,025



3,124



472Other


470



16



1,461Net cash provided by (used in)
    financing activities


(81,625
)


(119,432
)


22,668Increase (decrease) in cash and
    cash equivalents


(1,372
)


1,336



(1,363
)Cash and cash
    equivalents  beginning of year


1,650



314



1,677Cash and cash
    equivalents  end of year

$
278


$
1,650


$
314  S-4




---



##### 



Schedule II
  FERRELLGAS
    PARTNERS, L.P. AND SUBSIDIARIES
  VALUATION
    AND QUALIFYING ACCOUNTS
  AdditionsBalance at

Charged to



Deductions

Balance atBeginning of

Cost/

Other

(Amounts

End ofDescription

Period

Expenses

Additions

Charged-Off)

Period(In thousands)Year ended July 31,
    2007Allowance for doubtful accounts

$
5,628


$
4,745


$
419



(6,434
)

$
4,358Year ended July 31,
    2006Allowance for doubtful accounts

$
3,764


$
5,141


$
0



(3,277
)

$
5,628Year ended July 31,
    2005Allowance for doubtful accounts

$
2,523


$
2,850


$
0



(1,609
)

$
3,764  S-5




---



##### 



Schedule II
  FERRELLGAS,
    L.P. AND SUBSIDIARIES
  VALUATION
    AND QUALIFYING ACCOUNTS
  AdditionsBalance at


Charged to





Deductions


Balance atBeginning of


Cost/


Other


(Amounts


End ofDescription

Period


Expenses


Additions


Charged-Off)


Period(In thousands)Year ended July 31,
    2007Allowance for doubtful accounts

$
5,628


$
4,745


$
419



(6,434
)

$
4,358Year ended July 31,
    2006Allowance for doubtful accounts

$
3,764


$
5,141


$
0



(3,277
)

$
5,628Year ended July 31,
    2005Allowance for doubtful accounts

$
2,523


$
2,850


$
0



(1,609
)

$
3,764  S-6




---



##### 



Exhibit
    Index
  Form 10-K. Regulation S-K
  ExhibitNumber

Description2
.1

Contribution Agreement dated
    February 8, 2004, by and among FCI Trading Corp.,
    Ferrellgas, Inc., Ferrellgas Partners, L.P. and Ferrellgas, L.P.
    Incorporated by reference to Exhibit 2.1 to our Current
    Report on
    Form 8-K
    filed February 13, 2004.3
.1

Fourth Amended and Restated
    Agreement of Limited Partnership of Ferrellgas Partners, L.P.,
    dated as of February 18, 2003. Incorporated by reference to
    Exhibit 4.3 to our Current Report on
    Form 8-K
    filed February 18, 2003.3
.2

First Amendment to the Fourth
    Amended and Restated Agreement of Limited Partnership of
    Ferrellgas Partners, L.P., dated as of March 8, 2003.
    Incorporated by reference to Exhibit 3.1 to our Current
    Report on
    Form 8-K
    filed March 8, 2005.3
.3

Second Amendment to the Fourth
    Amended and Restated Agreement of Limited Partnership of
    Ferrellgas Partners, L.P., dated as of June 29, 2005.
    Incorporated by reference to Exhibit 4.1 to our Current
    Report on
    Form 8-K
    filed June 30, 2005.3
.4

Third Amendment to the Fourth
    Amended and Restated Agreement of Limited Partnership of
    Ferrellgas Partners, L.P. dated as of October 11, 2006.
    Incorporated by reference to Exhibit 3.4 to our Annual
    Report on
    Form 10-K
    filed October 12, 2006.3
.5

Certificate of Incorporation for
    Ferrellgas Partners Finance Corp. Incorporated by reference to
    Exhibit 3.2 to our Quarterly Report on
    Form 10-Q
    filed December 16, 1996.3
.6

Bylaws of Ferrellgas Partners
    Finance Corp. Incorporated by reference to Exhibit 3.3 to
    our Quarterly Report on
    Form 10-Q
    filed June 13, 1997.3
.7

Third Amended and Restated
    Agreement of Limited Partnership of Ferrellgas, L.P., dated as
    of April 7, 2004. Incorporated by reference to
    Exhibit 3.1 to our Current Report on
    Form 8-K
    filed April 22, 2004.3
.8

Certificate of Incorporation of
    Ferrellgas Finance Corp. Incorporated by reference to
    Exhibit 4.1 to the Current Report on
    Form 8-K
    of Ferrellgas Partners, L.P. filed February 18, 2003.3
.9

Bylaws of Ferrellgas Finance Corp.
    Incorporated by reference to Exhibit 4.2 to the Current
    Report on
    Form 8-K
    of Ferrellgas Partners, L.P. filed February 18, 2003.4
.1

Specimen Certificate evidencing
    Common Units representing Limited Partner Interests.
    Incorporated by reference to Exhibit A of Exhibit 4.3
    to the Current Report on
    Form 8-K
    of Ferrellgas Partners, L.P. filed February 18, 2003.4
.2

Indenture dated as of
    September 24, 2002, with form of Note attached, among
    Ferrellgas Partners, L.P., Ferrellgas Partners Finance Corp.,
    and U.S. Bank National Association, as trustee, relating to
    $170,000,000 aggregate principal amount of the Registrants
    83/4% Senior
    Notes due 2012. Incorporated by reference to Exhibit 4.1 to
    our Current Report on
    Form 8-K
    filed September 24, 2002.4
.3

Indenture dated as of
    April 20, 2004, with form of Note attached, among
    Ferrellgas Escrow LLC and Ferrellgas Finance Escrow Corporation
    and U.S. Bank National Association, as trustee, relating to
    63/4% Senior
    Notes due 2014. Incorporated by reference to Exhibit 4.1 to
    our Current Report on
    Form 8-K
    filed April 22, 2004.4
.4

Ferrellgas, L.P. Note Purchase
    Agreement, dated as of July 1, 1998, relating to:
    $109,000,000 6.99% Senior Notes, Series A, due
    August 1, 2005, $37,000,000 7.08% Senior Notes,
    Series B, due August 1, 2006, $52,000,000
    7.12% Senior Notes, Series C, due August 1, 2008,
    $82,000,000 7.24% Senior Notes, Series D, due
    August 1, 2010, and $70,000,000 7.42% Senior Notes,
    Series E, due August 1, 2013. Incorporated by
    reference to Exhibit 4.4 to our Annual Report on
    Form 10-K
    filed October 29, 1998.4
.5

Ferrellgas, L.P. Note Purchase
    Agreement, dated as of February 28, 2000, relating to:
    $21,000,000 8.68% Senior Notes, Series A, due
    August 1, 2006, $90,000,000 8.78% Senior Notes,
    Series B, due August 1, 2007, and $73,000,000
    8.87% Senior Notes, Series C, due August 1, 2009.
    Incorporated by reference to Exhibit 4.2 to our Quarterly
    Report on
    Form 10-Q
    filed March 16, 2000.4
.6

Registration Rights Agreement
    dated as of December 17, 1999, by and between Ferrellgas
    Partners, L.P. and Williams Natural Gas Liquids, Inc.
    Incorporated by reference to Exhibit 4.2 to our Current
    Report on
    Form 8-K
    filed December 29, 1999.




---



##### 



ExhibitNumber

Description4
.7

First Amendment to the
    Registration Rights Agreement dated as of March 14, 2000,
    by and between Ferrellgas Partners, L.P. and Williams Natural
    Gas Liquids, Inc. Incorporated by reference to Exhibit 4.1
    to our Quarterly Report on
    Form 10-Q
    filed March 16, 2000.4
.8

Second Amendment to the
    Registration Rights Agreement dated as of April 6, 2001, by
    and between Ferrellgas Partners, L.P. and The Williams
    Companies, Inc. Incorporated by reference to Exhibit 10.3
    to our Current Report on
    Form 8-K
    filed April 6, 2001.4
.9

Third Amendment to the
    Registration Rights Agreement dated as of June 29, 2005,
    between JEF Capital Management, Inc. and Ferrellgas Partners,
    L.P. Incorporated by reference to Exhibit 10.1 to our
    Current Report of
    Form 8-K
    filed June 30, 2005.10
.1

Fifth Amended and Restated Credit
    Agreement dated as of April 22, 2005, by and among
    Ferrellgas, L.P. as the borrower, Ferrellgas, Inc. as the
    general partner of the borrower, Bank of America N.A., as
    administrative agent and swing line lender, and the lenders and
    L/C issuers party hereto. Incorporated by reference to
    Exhibit 10.5 to our Quarterly Report on
    Form 10-Q
    filed June 8, 2005.10
.2

Credit Agreement dated as of
    May 1, 2007, by and among Ferrellgas, L.P. as the borrower,
    Ferrellgas, Inc. as the general partner of the borrower, and
    Bank of America N.A., as administrative agent. Incorporated by
    reference to Exhibit 10.1 to our Current Report on
    Form 8-K
    filed May 4, 2007.10
.3

Lender Addendum dated as of
    June 6, 2006, by and among Deutsche Bank Trust Company
    Americas as the new lender, Ferrellgas, L.P. as the borrower,
    Ferrellgas, Inc. and Bank of America, N.A., as Administrative
    Agent. Incorporated by reference to Exhibit 10.2 to our
    Annual Report on
    Form 10-K
    filed October 12, 2006.10
.4

Commitment Increase Agreement
    dated as of August 28, 2006, by and among Fifth Third Bank
    as the lender, Ferrellgas, L.P. as the borrower, Ferrellgas,
    Inc. and Bank of America, N.A. as Administrative Agent.
    Incorporated by reference to Exhibit 10.3 to our Annual
    Report on
    Form 10-K
    filed October 12, 2006.10
.5

Amended and Restated Receivable
    Interest Sale Agreement dated June 7, 2005 between
    Ferrellgas, L.P., as originator, and Ferrellgas Receivables,
    L.L.C., as buyer. Incorporated by reference to Exhibit 10.9
    to our Quarterly Report on
    Form 10-Q
    filed June 8, 2005.10
.6

Amendment No. 1 to the
    Amended and Restated Receivable Interest Sale Agreement and
    Subordinated Note dated June 6, 2006 between Ferrellgas,
    L.P., as originator, and Ferrellgas Receivables, LLC, as buyer.
    Incorporated by reference to Exhibit 10.11 to our Quarterly
    Report on
    Form 10-Q
    filed on June 8, 2006.10
.7

Amendment No. 2 to the
    Amended and Restated Receivable Interest Sale Agreement dated
    June 6, 2006 between Ferrellgas, L.P., as originator, and
    Ferrellgas Receivables, LLC, as buyer. . Incorporated by
    reference to Exhibit 10.6 to our Annual Report on
    Form 10-K
    filed October 12, 2006.10
.8

Amendment No. 3 to the
    Amended and Restated Receivable Interest Sale Agreement dated
    May 31, 2007 between Ferrellgas, L.P., as originator, and
    Ferrellgas Receivables, LLC, as buyer. Incorporated by reference
    to Exhibit 10.1 to our Current Report on
    Form 8-K
    Filed June 1, 2007.10
.9

Second Amended and Restated
    Receivables Purchase Agreement dated as of June 6, 2006, by
    and among Ferrellgas Receivables, L.L.C., as seller, Ferrellgas,
    L.P., as servicer, Jupiter Securitization Corporation, the
    financial institutions from time to time party hereto, Fifth
    Third Bank and JPMorgan Chase Bank, NA, as agent. Incorporated
    by reference to Exhibit 10.19 to our Quarterly Report on
    Form 10-Q
    filed June 8, 2006.10
.10

Amendment No. 1 to Second
    Amended and Restated Receivables Purchase Agreement dated
    August 18, 2006, by and among Ferrellgas Receivables, LLC,
    as seller, Ferrellgas, L.P., as servicer, Jupiter Securitization
    Corporation, the financial institutions from time to time party
    hereto, Fifth Third Bank and JPMorgan Chase Bank, NA, as agent.
    Incorporated by reference to Exhibit 99.2 to our Current
    Report on
    Form 8-K
    filed August 18, 2006.10
.11

Amendment No. 2 to Second
    Amended and Restated Receivables Purchase Agreement dated
    May 31, 2007, by and among Ferrellgas Receivables, LLC, as
    seller, Ferrellgas, L.P., as servicer, Jupiter Securitization
    Corporation, the financial institutions from time to time party
    hereto, Fifth Third Bank and JPMorgan Chase Bank, NA, as agent.
    Incorporated by reference to Exhibit 10.2 to our Current
    Report on
    Form 8-K
    filed June 1, 2007.




---



##### 



ExhibitNumber

Description10
.12

Agreement and Plan of Merger dated
    as of February 8, 2004, by and among Blue Rhino
    Corporation, FCI Trading Corp., Diesel Acquisition, LLC and
    Ferrell Companies, Inc. Incorporated by reference to
    Exhibit 99.2 to our Current Report on
    Form 8-K
    filed February 13, 2004.10
.13

First amendment to the Agreement
    and Plan of Merger dated as of March 16, 2004, by and among
    Blue Rhino Corporation, FCI Trading Corp., Diesel Acquisition,
    LLC, and Ferrell Companies, Inc. Incorporated by reference to
    Exhibit 99.1 to our Current Report on
    Form 8-K
    filed April 2, 2004.10
.14

Asset Purchase Agreement dated as
    of June 22, 2005 by and among Ferrellgas, L.P., Ferrellgas,
    Inc. and Enterprise Products Operating L.P. Incorporated by
    reference to Exhibit 10.1 to our Current Report on
    Form 8-K
    filed on June 23, 2005.10
.15

Real Property Contribution
    Agreement dated February 8, 2004, between Ferrellgas
    Partners, L.P. and Billy D. Prim. Incorporated by reference to
    Exhibit 10.15 to our Quarterly Report on
    Form 10-Q
    filed June 14, 2004.10
.16

Unit Purchase Agreement dated
    February 8, 2004, between Ferrellgas Partners, L.P. and
    Billy D. Prim. Incorporated by reference to Exhibit 4.5 to
    our
    Form S-3
    filed May 21, 2004.10
.17

Unit Purchase Agreement dated
    February 8, 2004, between Ferrellgas Partners, L.P. and
    James E. Ferrell. Incorporated by reference to Exhibit 99.3
    to our Current Report on
    Form 8-K
    filed February 13, 2004#10
.18

Ferrell Companies, Inc.
    Supplemental Savings Plan, restated January 1, 2000.
    Incorporated by reference to Exhibit 99.1 to our Current
    Report on
    Form 8-K
    filed February 18, 2003.#10
.19

Second Amended and Restated
    Ferrellgas Unit Option Plan. Incorporated by reference to
    Exhibit 10.1 to our Current Report on
    Form 8-K
    filed June 5, 2001.#10
.20

Ferrell Companies, Inc. 1998
    Incentive Compensation Plan, as amended and restated effective
    October 11, 2004. Incorporated by reference to
    Exhibit 10.23 to our Annual Report on
    Form 10-K
    filed October 13, 2004.#10
.21

Employment agreement between James
    E. Ferrell and Ferrellgas, Inc., dated July 31, 1998.
    Incorporated by reference to Exhibit 10.13 to our Annual
    Report on
    Form 10-K
    filed October 29, 1998.#10
.22

Waiver to Employment,
    Confidentiality, and Non-Compete Agreement by and among Ferrell
    Companies, Inc., Ferrellgas, Inc., James E. Ferrell and
    Greatbanc Trust Company, dated as of December 19,
    2006. Incorporated by reference to Exhibit 10.19 to our
    Quarterly Report on
    Form 10-Q
    filed March 9, 2007.#10
.23

Amended and Restated Employment
    Agreement dated October 11, 2004, by and among Ferrellgas,
    Inc., Ferrell Companies, Inc. and Billy D. Prim. Incorporated by
    reference to Exhibit 10.25 to our Annual Report on
    Form 10-K
    filed October 13, 2004.#10
.24

Separation Agreement and Release
    dated March 9, 2006 between Timothy E. Scronce and
    Ferrellgas, Inc. Incorporated by reference to Exhibit 10.28
    to our Quarterly Report on
    Form 10-Q
    filed March 10, 2006.#10
.25

Agreement and Release dated as of
    May 11, 2006 by and among Jeffrey B. Ward, Ferrellgas,
    Inc., Ferrell Companies, Inc., Ferrellgas Partners, L.P. and
    Ferrellgas, L.P. Incorporated by reference to Exhibit 10.1
    to our Current Report on
    Form 8-K
    filed June 22, 2006.#10
.26

Agreement and Release dated as of
    August 15, 2006 by and among Kenneth A. Heinz, Ferrellgas,
    Inc., Ferrell Companies, Inc., Ferrellgas Partners, L.P. and
    Ferrellgas, L.P. Incorporated by reference to Exhibit 99.1
    to our Current Report on
    Form 8-K
    filed August 18, 2006.#10
.27

Change In Control Agreement dated
    as of October 9, 2006 by and between Stephen L. Wambold and
    Ferrellgas, Inc. Incorporated by reference to Exhibit 10.23
    to our Annual Report on
    Form 10-K
    filed October 12, 2006.#10
.28

Change In Control Agreement dated
    as of October 9, 2006 by and between Eugene D. Caresia and
    Ferrellgas, Inc. Incorporated by reference to Exhibit 10.24
    to our Annual Report on
    Form 10-K
    filed October 12, 2006.#10
.29

Change In Control Agreement dated
    as of October 9, 2006 by and between Kevin T. Kelly and
    Ferrellgas, Inc. . Incorporated by reference to
    Exhibit 10.26 to our Annual Report on
    Form 10-K
    filed October 12, 2006.#10
.30

Change In Control Agreement dated
    as of October 9, 2006 by and between Brian J. Kline and
    Ferrellgas, Inc. . Incorporated by reference to
    Exhibit 10.27 to our Annual Report on
    Form 10-K
    filed October 12, 2006.




---



##### 



ExhibitNumber

Description#10
.31

Change In Control Agreement dated
    as of October 9, 2006 by and between George L. Koloroutis
    and Ferrellgas, Inc. . Incorporated by reference to
    Exhibit 10.28 to our Annual Report on
    Form 10-K
    filed October 12, 2006.#10
.32

Change In Control Agreement dated
    as of October 9, 2006 by and between Patrick J. Walsh and
    Ferrellgas, Inc. . Incorporated by reference to
    Exhibit 10.29 to our Annual Report on
    Form 10-K
    filed October 12, 2006.#10
.33

Change In Control Agreement dated
    as of October 9, 2006 by and between James E. Ferrell and
    Ferrellgas, Inc. . Incorporated by reference to
    Exhibit 10.30 to our Annual Report on
    Form 10-K
    filed October 12, 2006.#10
.34

Change In Control Agreement dated
    as of October 9, 2006 by and between Tod D. Brown and
    Ferrellgas, Inc. . Incorporated by reference to
    Exhibit 10.31 to our Annual Report on
    Form 10-K
    filed October 12, 2006.*21
.1

List of subsidiaries*23
.1

Consent of Deloitte &
    Touche, LLP, independent registered public accounting firm, for
    the certain use of its report appearing in the Annual Report on
    Form 10-K
    of Ferrellgas Partners, L.P. for the year-ended July 31,
    2007.*23
.2

Consent of Deloitte &
    Touche, LLP, independent registered public accounting firm, for
    the certain use of its report appearing in the Annual Report on
    Form 10-K
    of Ferrellgas Partners Finance Corp. for the year-ended
    July 31, 2007.*31
.1

Certification of Ferrellgas
    Partners, L.P. pursuant to
    Rule 13a-14(a)
    or
    Rule 15d-14(a)
    of the Exchange Act.*31
.2

Certification of Ferrellgas
    Partners Finance Corp. pursuant to
    Rule 13a-14(a)
    or
    Rule 15d-14(a)
    of the Exchange Act.*31
.3

Certification of Ferrellgas, L.P.
    pursuant to
    Rule 13a-14(a)
    or
    Rule 15d-14(a)
    of the Exchange Act.*31
.4

Certification of Ferrellgas
    Finance Corp. pursuant to
    Rule 13a-14(a)
    or
    Rule 15d-14(a)
    of the Exchange Act.*32
.1

Certification of Ferrellgas
    Partners, L.P. pursuant to 18 U.S.C. Section 1350.*32
.2

Certification of Ferrellgas
    Partners Finance Corp. pursuant to 18 U.S.C.
    Section 1350.*32
.3

Certification of Ferrellgas, L.P.
    pursuant to 18 U.S.C. Section 1350.*32
.4

Certification of Ferrellgas
    Finance Corp. pursuant to 18 U.S.C. Section 1350.     *
    
    Filed herewith#
    
    Management contracts or compensatory plans.