UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                           FORM 10-K/A Amendment No. 1

[X] Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act
of 1934
     For the fiscal year ended July 31, 1997
                                       or
[  ] Transition Report Pursuant to Section 13 or 15(d) of the Securities
     Exchange Act of 1934

For the transition period from __________ to __________

Commission file numbers   1-11331
                          333-06693

                            Ferrellgas Partners, L.P.
                        Ferrellgas Partners Finance Corp.

           (Exact name of registrants as specified in their charters)

           Delaware                                       43-1698480
           Delaware                                       43-1742520
----------------------------                    ------------------------------
(State or other jurisdictions of           (I.R.S. Employer Identification Nos.)
incorporation or organization)

                   One Liberty Plaza, Liberty, Missouri 64068

               (Address of principal executive offices) (Zip Code)

Registrant's telephone number, including area code: (816) 792-1600

Securities registered pursuant to Section 12(b) of the Act:

                                                        Name of each exchange on
    Title of each class                                     which registered

       Common Units                                     New York Stock Exchange

Securities registered pursuant to section 12(g) of the Act:   None

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  registrant  was
required  to file  such  reports),  and  (2) has  been  subject  to such  filing
requirements for the past 90 days. Yes [X] No [ ]

Indicate by check mark if disclosure of delinquent  filers  pursuant to Item 405
of Regulation  S-K is not contained  herein,  and will not be contained,  to the
best of registrant's  knowledge,  in definitive proxy or information  statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ X ]

The aggregate market value as of September 16, 1997, of the registrant's  Common
Units held by  nonaffiliates  of the registrant,  based on the reported  closing
price  of  such  units  on the  New  York  Stock  Exchange  on  such  date,  was
approximately $307,849,089.

At September 16,1997,Ferrellgas Partners, L.P. had units outstanding as follows:
14,612,580        Common Units
16,593,721        Subordinated Units
Documents Incorporated by Reference:   None


<PAGE>


                            FERRELLGAS PARTNERS, L.P.
                        FERRELLGAS PARTNERS FINANCE CORP.

                        1997 FORM 10-K/A Amendment No. 1
                                  ANNUAL REPORT

                                Table of Contents

                                                                           Page

                                     PART II

ITEM     7.     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                FINANCIAL CONDITION AND RESULTS OF OPERATIONS................1


<PAGE>
                                                    


ITEM 7.       MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
              RESULTS OF OPERATIONS

     The following  discussion should be read in conjunction with the historical
consolidated  financial  statements and the notes thereto included  elsewhere in
this Form 10-K/A.

   Statements included in this report that are not historical facts, including a
statement  concerning the Partnership's belief that the OLP will have sufficient
funds to meet its  obligations  to enable it to distribute to the MLP sufficient
funds to permit the MLP to meet its  obligations  with respect to the MLP Senior
Notes issued in April 1996, and to enable it to distribute the Minimum Quarterly
Distribution  ($0.50 per Unit) on all Common Units and  Subordinated  Units, are
forward-looking statements.

     Such  statements  are subject to risks and  uncertainties  that could cause
actual results to differ  materially  from those  expressed in or implied by the
statements.  The risks and  uncertainties  include  but are not  limited  to the
following  and their effect on the  Partnership's  operations:  a) the effect of
weather  conditions on demand for propane,  b) price and availability of propane
supplies,  c) the availability of capacity to transport propane to market areas,
d)  competition  from other energy sources and within the propane  industry,  e)
operating risks incidental to transporting,  storing, and distributing  propane,
f) changes in interest rates g)  governmental  legislation and  regulations,  h)
energy  efficiency and technology trends and i) other factors that are discussed
in the Partnership's filings with the Securities and Exchange Commission.

General

     The Partnership is engaged in the sale, distribution, marketing and trading
of propane and other natural gas liquids.  The Partnership's  revenue is derived
primarily  from the retail  propane  marketing  business.  The  General  Partner
believes the Partnership is the second largest retail marketer of propane in the
United  States,  based on gallons sold,  serving more than 800,000  residential,
industrial/commercial  and agricultural  customers in 45 states and the District
of  Columbia  through   approximately  513  retail  outlets  and  295  satellite
locations.  Annual retail  propane sales volumes were 694 million,  650 million,
and 576 million  gallons for the fiscal  years ended July 31,  1997,  1996,  and
1995, respectively.

     The retail  propane  business of the  Partnership  consists  principally of
transporting propane purchased in the contract and spot markets,  primarily from
major  oil  companies,  to its  retail  distribution  outlets  and then to tanks
located on the customers' premises, as well as to portable propane cylinders. In
the  residential  and  commercial  markets,  propane is primarily used for space
heating,  water  heating and cooking.  In the  agricultural  market,  propane is
primarily used for crop drying,  space heating,  irrigation and weed control. In
addition, propane is used for certain industrial applications,  including use as
an engine  fuel,  which is burned in  internal  combustion  engines  that  power
vehicles and forklifts and as a heating or energy  source in  manufacturing  and
drying processes.

     The Partnership is also engaged in the trading of propane and other natural
gas liquids,  chemical  feedstocks  marketing and wholesale  propane  marketing.
Through its natural gas liquids trading operations and wholesale marketing,  the
Partnership is one of the largest independent traders of propane and natural gas
liquids in the United States. In fiscal year 1997, the  Partnership's  wholesale
and trading sales volume was  approximately  1.2 billion  gallons of propane and
other natural gas liquids, over 50% of which was propane.

     The Partnership's  traders are engaged in trading propane and other natural
gas liquids for the  Partnership's  account and for supplying the  Partnership's
retail and  wholesale  propane  operations.  The  Partnership  primarily  trades
products  purchased  from its  over 110  suppliers,  however,  it also  conducts
transactions on the New York Mercantile Exchange.  Trading activity is conducted

                                       1
<PAGE>

primarily  to  generate  a  profit  independent  of  the  retail  and  wholesale
operations,  but is also conducted to insure the  availability of propane during
periods of short supply.  Propane represents over 50% of the Partnership's total
trading  volume,  with the  remainder  consisting  principally  of various other
natural gas liquids.  The Partnership  attempts to minimize trading risk through
the enforcement of its trading  policies,  which include total inventory  limits
and loss limits,  and attempts to minimize credit risk through credit checks and
application  of its credit  policies.  However,  there can be no assurance  that
historical  experience or the  existence of such  policies will prevent  trading
losses in the future.  For the  Partnership's  fiscal years ended July 31, 1997,
1996 and 1995,  net revenues from trading  activities  were $5.5  million,  $7.3
million and $5.8 million, respectively.

Selected Quarterly Financial Data
(in thousands, except per unit data)

     Due to the  seasonality  of the retail propane  business,  first and fourth
quarter  revenues,  gross profit and net earnings are consistently less than the
comparable second and third quarter results. Other factors affecting the results
of operations include competitive conditions,  demand for product, variations in
the weather and fluctuations in propane prices.

Fiscal 1997

In the Form 10-K as originally  filed on October 29, 1997, an inventory  costing
adjustment  affecting  all  quarters  during  fiscal  1997  was  quantified  and
discussed in the "Selected  Quarterly  Financial Data" section of this Item. The
Partnership  reflected the entire  adjustment in the fourth  quarter  instead of
restating each quarter affected. Subsequent to the original filing of Form 10-K,
the  Partnership  has  determined  that the quarters  affected by the  inventory
costing   adjustment   should  be  restated  to  more  accurately   reflect  the
Partnership's fiscal 1997 quarterly results used for comparative purposes. Thus,
the  Partnership  is hereby  restating  the quarterly  results  affected by this
adjustment to cost of sales with the filing of this Form 10-K/A.

During the first three  quarters of fiscal  1997,  the  Partnership  experienced
increased  revenues  and gross profit due to the affect of  acquisitions  in the
fourth quarter of fiscal 1996 and significantly higher wholesale propane product
costs, partially offset by the impact of warmer weather. Net earnings (loss) for
the third and  fourth  quarters  of fiscal  1997  were  positively  affected  by
favorable  general  liability  claims  experience.  The  following  presents the
Partnership's  selected quarterly financial data after giving retroactive effect
to the inventory costing adjustments.

As Originally Filed

Fiscal year ended July 31, 1997
<TABLE>
<CAPTION>

                                         First Quarter       Second Quarter        Third Quarter        Fourth Quarter
                                        ----------------     ----------------      ---------------     ------------------

<S>                                            <C>                  <C>                  <C>                  <C>    
Revenues                                       $167,860             $347,056             $192,873             $96,509
Gross profit                                     66,785              143,291               84,855              39,239
Net earnings (loss)                            (10,298)               54,412                9,676            (30,572)
Net earnings (loss) per
 limited partner unit                            (0.33)                 1.73                 0.31              (0.97)
Fiscal year ended July 31, 1996
</TABLE>
                                       2
<PAGE>
<TABLE>
<CAPTION>
Fiscal year ended July 31, 1996
                                         First Quarter        Second Quarter        Third Quarter        Fourth Quarter
                                                                                                              (1)
                                        -----------------    -----------------     ----------------     -----------------

<S>                                             <C>                  <C>                  <C>                    <C>    
Revenues                                        $124,588             $238,381             $190,743               $99,928
Gross profit                                      55,479              111,909               85,480                44,458
Earnings (loss) before
  extraordinary loss                             (7,303)               41,476               18,012              (27,873)
Earnings (loss) before
  extraordinary loss per limited
  partner unit                                    (0.23)                 1.32                 0.57                (0.88)
Net earnings (loss) (1)                          (7,303)               41,476               18,012              (28,838)
</TABLE>

(1)      Reflects a $965 extraordinary loss on early retirement of debt, net of
             minority interest of $10.

Adjustments to Form 10-K

Fiscal year ended July 31, 1997
<TABLE>
<CAPTION>

                                         First Quarter       Second Quarter        Third Quarter        Fourth Quarter
                                        ----------------     ----------------      ---------------     ------------------

<S>                                                   <C>                  <C>                  <C>                 <C>
Revenues                                              0                    0                    0                   0
Gross profit                                     $(497)             $(5,033)             $(2,011)              $7,541
Net earnings (loss)                               (492)              (4,982)              (1,991)               7,465
Net earnings (loss) per
 limited partner unit                            (0.01)               (0.16)               (0.07)                0.24
</TABLE>

As Adjusted

Fiscal year ended July 31, 1997
<TABLE>
<CAPTION>

                                         First Quarter       Second Quarter        Third Quarter        Fourth Quarter
                                        ----------------     ----------------      ---------------     ------------------

<S>                                            <C>                  <C>                  <C>                  <C>    
Revenues                                       $167,860             $347,056             $192,873             $96,509
Gross profit                                     66,288              138,258               82,844              46,780
Net earnings (loss)                            (10,790)               49,430                7,685            (23,107)
Net earnings (loss) per
 limited partner unit                            (0.34)                 1.57                 0.24              (0.73)
</TABLE>

Results of Operations

   Fiscal Year Ended July 31, 1997 versus Fiscal Year Ended July 31, 1996

     Total Revenues.  Total revenues increased 23.0% to $804,298,000 as compared
to  $653,640,000  in the prior year,  primarily due to increased sales price per
retail  gallon,  increased  retail  propane  volumes,  and to a lesser extent an
increase in revenues from other  operations (net trading  operations,  wholesale
propane marketing and chemical feedstocks marketing).

     A volatile  propane  market  during the first half of fiscal  1997 caused a
significant  increase in the cost of product which in turn caused an increase in
sales price per gallon.  Retail volumes increased by 6.7% or 44 million gallons,
primarily  due to the  increase  in volumes  related to  acquisitions  partially
offset by the affect of warmer  weather during fiscal 1997 as compared to fiscal
1996 and by customer conservation efforts.  Fiscal 1997 winter temperatures,  as
reported by the American Gas Association, were 6% warmer than the prior year and
4% warmer than normal.
                                       3
<PAGE>

     The 10.2% increase in revenues from other operations to $103,971,000 is due
to an  increase  in  wholesale  marketing  volumes  and sales  price per gallon,
partially  offset by a  decrease  in  chemical  feedstocks  marketing  revenues.
Wholesale   marketing  volumes   increased   primarily  due  to  the  effect  of
acquisitions  while price  increased as a result of  increased  cost of product.
Chemical  feedstocks volumes decreased as a result of decreased  availability of
product from  refineries  and  decreased  demand from  petrochemical  companies.
Unrealized gains and losses on options, forwards, and futures contracts were not
significant at July 31, 1997 and 1996, respectively.

     Gross Profit.  Gross profit  increased 12.4% to $334,170,000 as compared to
$297,326,000  in the 1996 fiscal  year,  primarily  due to an increase in retail
sales gross margin,  partially  offset by a decrease in gross profits from other
operations. Retail operations results increased primarily due to the increase in
volumes attributed to acquisitions and an increase in retail margins,  partially
offset by the  effect of  warmer  weather  and  customer  conservation  efforts.
Wholesale  marketing  and chemical  feedstocks is comprised of low margin sales,
therefore,  the net  increase in revenues  did not  significantly  affect  gross
profit.

     Operating  Expenses.  Operating expenses increased 10.5% to $198,298,000 as
compared to $179,462,000 in the prior year primarily due to acquisition  related
increases in personnel costs,  plant and office expenses,  and vehicle and other
expenses, partially offset by favorable general liability claims experience.

     Depreciation  and  Amortization.   Depreciation  and  amortization  expense
increased 18.3% to $43,789,000 as compared to $37,024,000 for the prior year due
primarily to acquisitions of propane businesses.

     Interest  expense.  Interest  expense  increased 20.5% over the prior year.
This increase is primarily the result of the MLP's issuance of $160,000,000 of 9
3/8% Senior  Secured Notes in April 1996,  (the "MLP Senior Notes") the proceeds
of which were primarily used to fund acquisitions made in fiscal 1996, partially
offset by an overall decrease in interest rates on borrowings during the year.


   Fiscal Year Ended July 31, 1996 versus Fiscal Year Ended July 31, 1995

     Total  Revenues.  Total  revenues  increased  9.6% as compared to the prior
year,  primarily due to increased  retail  propane  volumes and increased  sales
price per retail gallon,  partially offset by the decline in revenues from other
operations (net trading  operations,  wholesale  propane  marketing and chemical
feedstocks marketing).

     Retail volumes  increased by 12.9% or 74 million gallons,  primarily due to
the affect of colder  weather  during fiscal 1996 as compared to fiscal 1995 and
acquisition related growth. Fiscal 1996 winter temperatures,  as reported by the
American Gas Association,  were 14.3% colder than the prior year and 3.0% colder
than normal. Colder winter temperatures also caused higher cost of product which
in turn produced a corresponding  increase in sales price per gallon as compared
to the prior fiscal year.

     The 28.5%  decrease in revenues  from other  operations to  $94,318,000  is
primarily due to a decrease in chemical  feedstocks  marketing revenues due to a
decrease in sales volume and selling price. Both volume and price decreased as a
result of decreased availability of product from refineries and decreased demand
from petrochemical companies.  Unrealized gains and losses on options, forwards,
and  futures  contracts  were  not  significant  at  July  31,  1996  and  1995,
respectively.
                                       4
<PAGE>

     The acquisition of Skelgas in May 1996 did not have a significant affect on
fiscal  1996  revenues  due to the  expected  low  retail  volumes in the fourth
quarter of fiscal  1996.  The  Partnership  expects  fiscal 1997 retail  propane
revenues to increase primarily due to the full fiscal year impact of the Skelgas
acquisition.  Due to, among other factors,  the  uncertainty in both fiscal 1997
temperature  levels and sales price per  gallon,  the  Partnership  is unable to
predict the impact of the Skelgas  acquisition  on future  revenues.  During the
nine months ended April 30, 1996,  Skelgas sold  approximately 87 million retail
propane gallons, however, temperatures were 3.0% colder than normal.

     Gross Profit.  Gross profit  increased 15.8% as compared to the 1995 fiscal
year,  primarily due to a $28,415,000  increase in retail sales gross margin and
to a lesser  extent  gross  profits  from other  operations.  Retail  operations
results  increased  primarily  due to the  increase  in  retail  volumes.  Other
operations  increased  $11,027,000  mainly due to the  increased  activity  of a
non-retail  transportation operation. This increased activity did not materially
impact  income  from  continuing  operations  due to  the  related  increase  in
operating  expenses.  Chemical  feedstocks  is  comprised  of low margin  sales,
therefore, the decrease in revenues did not significantly impact gross profit.

     Operating Expenses. Operating expenses increased 17.1% over the prior year.
The increase is primarily  attributable to acquisitions of propane and increased
activity in the  non-retail  transportation  operations as compared to the prior
year.

     Depreciation  and  Amortization.   Depreciation  and  amortization  expense
increased  15.6% over the prior year due  primarily to  acquisitions  of propane
businesses.

     Interest expense and extraordinary  loss.  Interest expense increased 18.7%
over the prior year. This increase is primarily the result of the MLP's issuance
the  MLP  Senior  Notes,   the  increased  net  borrowings  from  the  Operating
Partnership's  revolving  credit loans during the first nine months of the year,
partially  offset by decreasing  interest  rates during the first nine months of
the year.

     The extraordinary charge of $965,000 is due to the write off of unamortized
debt  issuance  costs as a  result  of the  refinancing  of the  $50,000,000  of
floating rate debt previously issued by the Operating Partnership.

Liquidity and Capital Resources

     The ability of the MLP to satisfy its  obligations is dependent upon future
performance,  which will be subject to prevailing economic,  financial, business
and weather conditions and other factors,  many of which are beyond its control.
For the fiscal year ending July 31, 1998, the General Partner  believes that the
OLP will  have  sufficient  funds  to meet  its  obligations  and  enable  it to
distribute to the MLP sufficient funds to permit the MLP to meet its obligations
with  respect to the MLP Senior  Notes  issued in April  1996,  and enable it to
distribute  the Minimum  Quarterly  Distribution  ($0.50 per Unit) on all Common
Units and Subordinated  Units.  Future  maintenance and working capital needs of
the  Partnership  are  expected  to be provided  by cash  generated  from future
operations,  existing cash balances and the working capital borrowing  facility.
In order to fund expansive capital projects and future acquisitions, the OLP may
borrow on existing bank lines,  the MLP or OLP may issue  additional debt or the
MLP may issue additional  Common Units.  Toward this purpose the MLP maintains a
shelf  registration  statement with the  Securities and Exchange  Commission for
1,887,420 Common Units  representing  limited partner  interests in the MLP. The
Common Units may be issued from time to time by the MLP in  connection  with the
OLP's  acquisition  of other  businesses,  properties  or securities in business
combination transactions.
                                       5

<PAGE>

     Operating Activities. Cash provided by operating activities was $75,087,000
for the year ended July 31,  1997,  compared to  $65,096,000  in the prior year.
This increase is primarily due to the decrease in accounts receivable related to
timing of trading activity at year end and increased  earnings prior to non-cash
deductions.

     Investing  Activities.  The  Partnership  made  total  acquisition  capital
expenditures of $40,200,000  (including  working capital acquired of $1,420,000)
during  fiscal  1997.  This  amount  was  funded by  $36,114,000  cash  payments
(including  $795,000 for  transition  costs  previously  accrued for fiscal 1996
acquisitions) and $4,881,000 in other costs and consideration.

     During  the year ended  July 31,  1997,  the  Partnership  made  growth and
maintenance  capital  expenditures  of  $16,192,000  primarily for the following
purposes:  1) additions to  Partnership-owned  customer tanks and cylinders,  2)
vehicle lease  buyouts,  3) relocating  the Houston  office and  relocating  and
upgrading  district  plant  facilities,  and 4)  development  of an enhanced gas
inventory  management  system and  upgrading  computer  equipment  and software.
Capital requirements for repair and maintenance of property, plant and equipment
are relatively low since technological change is limited and the useful lives of
propane tanks and cylinders,  the Partnership's  principal  physical assets, are
generally  long.  The  Partnership  maintains  its  vehicle  and  transportation
equipment  fleet by leasing  light and medium  duty  trucks  and  tractors.  The
General Partner  believes vehicle leasing is a cost effective method for meeting
the Partnership's  transportation  equipment needs. The Partnership continues to
seek  expansion of its  operations  through  strategic  acquisitions  of smaller
retail  propane  operations   located   throughout  the  United  States.   These
acquisitions will be funded through internal cash flow,  external  borrowings or
the issuance of additional Partnership interests.  The Partnership does not have
any material commitments of funds for capital expenditures other than to support
the current level of operations.  In fiscal 1998, the Partnership expects growth
and  maintenance  capital  expenditures  to increase  slightly  over fiscal 1997
levels.

     Financing  Activities.  During the fiscal  year  ended July 31,  1997,  the
Partnership  borrowed  $41,729,000  under its $255,000,000  Credit Facility (the
"Credit  Facility") to fund expected  seasonal  working capital needs,  business
acquisitions,  and  capital  expenditures.  At July  31,  1997,  $86,400,000  of
borrowings were outstanding  under the revolving portion of the Credit Facility.
In addition, letters of credit outstanding, used primarily to secure obligations
under certain insurance arrangements, totaled $24,102,000. At July 31, 1997, the
Operating   Partnership  had  $94,498,000   available  for  general   corporate,
acquisition  and  working  capital  purposes  under  the  Credit  Facility.  The
Partnership typically has significant cash needs during the first quarter due to
expected  low  revenues,  increasing  inventories  and  the  Partnership's  cash
distribution paid in mid-September.

     On April 26,  1996,  the MLP issued the MLP  Senior  Notes.  The MLP Senior
Notes will be redeemable at the option of the Partnership,  in whole or in part,
at any  time on or  after  June 15,  2001.  The MLP  Senior  Notes  will  become
guaranteed by the OLP on a senior  subordinated  basis if certain conditions are
met. The Amended and Restated Credit Agreement and the OLP Senior Note Indenture
currently  prohibit the OLP from  guaranteeing  any indebtedness  unless,  among
meeting  other  conditions,  the fixed charge  coverage  ratio for the OLP meets
certain  levels  at  prescribed  dates.  Currently  the OLP does  not meet  such
conditions and, therefore,  there can be no assurance as to whether or when this
guarantee will occur.  Interest is payable  semi-annually  in arrears on June 15
and December  15. The OLP also has  outstanding  $200,000,000  of 10% Fixed Rate
Senior  Notes due 2001.  These notes are  redeemable,  at the option of the OLP,
anytime on or after August 1, 1998 with a premium through August 1, 2000.

     On July 31,  1996,  the OLP amended and restated  its  $205,000,000  Credit
Facility (with Bank of America National Trust & Savings Association ("BofA"), as
Agent. Among other changes, the amendment increased the maximum borrowing amount
to  $255,000,000  and extended the  termination  date of the  revolving  line of
credit to July 1999. The unsecured Credit Facility  permits  borrowings of up to
$185,000,000  on a  senior  unsecured  revolving  line of  credit  basis to fund

                                       6

<PAGE>

general  corporate,  working  capital and  acquisition  purposes (of which up to
$50,000,000 is available to support letters of credit). The Credit Facility also
provides an unsecured  revolving line of credit for additional  working  capital
needs of $20,000,000.  The Partnership  anticipates  either exercising a renewal
for up to one year or  refinancing  any  amounts  still owed in July  1999.  The
Credit  Facility  also  includes  an  unsecured  term loan due June 1, 2001 (the
"Refinancing Loan ") which was used to refinance the OLP's $50,000,000  Floating
Rate Series B Senior Notes (the "Floating Senior Notes").

     To offset the variable rate characteristic of the Credit Facility,  the OLP
has entered into  interest  rate collar  agreements,  expiring  between June and
December 1998 with three major banks, that effectively limit interest rates on a
certain  notional  amount  between  4.9%  and 6.5%  under  the  current  pricing
arrangement.  At July 31, 1997,  the total  notional  principal  amount of these
agreements was $125,000,000.

     During  the  year  ended  July  31,  1997,   the   Partnership   paid  cash
distributions of $2.00 per limited partner unit. These distributions covered the
period from May 1, 1996 to April 30, 1997. On August 19, 1997,  the  Partnership
declared its fourth-quarter cash distribution of $0.50 per limited partner unit,
which was paid September 12, 1997. The Partnership's  annualized distribution is
presently $2.00 per limited partner unit.

     The MLP Senior Notes,  the OLP Fixed Rate Senior Notes and Credit  Facility
contain  various  restrictive  covenants  applicable  to the MLP, the  Operating
Partnership and its  subsidiaries,  the most restrictive  relating to additional
indebtedness,  sale and disposition of assets, and transactions with affiliates.
In  addition,   the  Operating   Partnership  is  prohibited  from  making  cash
distributions  of the Minimum  Quarterly  Distribution  if a default or event of
default exists or would exist upon making such distribution, or if the Operating
Partnership  fails to meet certain  coverage  tests.  The MLP and the  Operating
Partnership  are in compliance  with all  requirements,  tests,  limitations and
covenants  related to the MLP Senior Notes,  the OLP Fixed Rate Senior Notes and
Credit Facility.

                                       7
<PAGE>
                                   SIGNATURES



         Pursuant to the  requirements  of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.


                                         FERRELLGAS PARTNERS, L.P.

                                         By Ferrellgas, Inc. (General Partner)



                                         By     /s/ James E. Ferrell
                                                James E. Ferrell
                                                Chairman and Chief Executive
                                                Officer


         Pursuant to the  requirements  of the Securities  Exchange Act of 1934,
this report has been signed by the following  persons in the  capacities  and on
the dates indicated:


Signature                         Title                                  Date



/s/  James E. Ferrell          Chairman of the Board,                  1/28/98
James E. Ferrell               Chief Executive Officer and
                               Director (Principal Executive Officer)




/s/ Daniel M. Lambert          Director                                1/28/98
Daniel M. Lambert




/s/ A. Andrew  Levison         Director                                1/28/98
  A. Andrew Levison




/s/ Danley K. Sheldon        President and Chief Financial             1/28/98
Danley K. Sheldon            Officer (Principal Financial
                             and Accounting Officer)


<PAGE>


                                   SIGNATURES


         Pursuant to the  requirements  of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.


                                              FERRELLGAS PARTNERS FINANCE
                                              CORP.



                                             By     /s/ James E. Ferrell
                                                    James E. Ferrell
                                                    Chairman and Chief Executive
                                                    Officer


         Pursuant to the  requirements  of the Securities  Exchange Act of 1934,
this report has been signed by the following  persons in the  capacities  and on
the dates indicated:


   Signature                         Title                             Date



/s/ James E. Ferrell          Chairman of the Board,                  1/28/98
James E. Ferrell              Chief Executive Officer and
                              Sole Director (Principal
                              Executive Officer)






/s/ Danley K. Sheldon         Senior Vice President and Chief         1/28/98
Danley K. Sheldon             Financial Officer (Principal
                              Financial and Accounting Officer)