Exhibit 10.11

                AMENDMENT NO. 3 TO RECEIVABLES PURCHASE AGREEMENT

     This  AMENDMENT  NO.  3 TO  ReceivableS  PURCHASE  Agreement,  dated  as of
September   24,  2002  (this   "Amendment"),   is  entered  into  by  Ferrellgas
Receivables,  LLC, a Delaware limited liability company ("Seller"),  Ferrellgas,
L.P., a Delaware  limited  partnership,  as "Servicer,"  Jupiter  Securitization
Corporation ("Conduit"), and Bank One, NA (Main Office Chicago), individually as
a Financial  Institution and as Agent for the Purchasers (as heretofore amended,
the  "Existing  Agreement").  The  Existing  Agreement,  as amended  hereby,  is
hereinafter  referred to as the "Agreement."  Unless defined  elsewhere  herein,
capitalized  terms used in this  Amendment  shall have the meanings  assigned to
such terms in Exhibit I to the Existing Agreement.

                              W I T N E S S E T H :

          WHEREAS,  the parties hereto desire to amend the Existing Agreement as
     hereinafter set forth;

          NOW,  THEREFORE,  in consideration  of the foregoing  premises and the
     mutual   agreements   herein   contained   and  other  good  and   valuable
     consideration,  the receipt and adequacy of which are hereby  acknowledged,
     the parties hereto agree as follows:

               1. Amendments. ----------

               1.1.  The  definition  of  "Liquidity  Termination  Date"  in the
          Existing  Agreement is hereby  amended and restated in its entirety to
          read as follows:

               "Liquidity Termination Date" means September 23, 2003.

               1.2.  Section  9.1(k)  is  hereby  amended  and  restated  in its
          entirety to read as follows:

               (k) (i) As of the last day of any  Measurement  Period  ending in
          June  through  and  including  November,  the  average  of  the  three
          Measurement  Periods  then most  recently  ended  for the  Outstanding
          Balance  of  all  Receivables  included  in  the  Purchaser  Interests
          (regardless  of whether they are Eligible  Receivables  on the date of
          determination)  as to which  any  payment,  or part  thereof,  remains
          unpaid for 91 days or more from the original due date for such payment
          shall exceed 22% of the  Outstanding  Balance of all  Receivables,  or
          (ii) as of the last day of any  Measurement  Period ending in December
          through  and  including  May,  the  average  of the three  Measurement
          Periods then most recently  ended for the  Outstanding  Balance of all
          Receivables included in the Purchaser Interests (regardless of whether
          they are  Eligible  Receivables  on the date of  determination)  as to
          which any payment, or part thereof, remains unpaid for 91 days or more
          from the original due date for such payment  shall exceed 16.5% of the
          Outstanding Balance of all Receivables

     2.  Representations  and  Warranties.  In order to induce the other parties
hereto to enter into this Amendment, each of the Buyer and the Originator hereby
represents and warrants to each of the other parties hereto as follows:

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               (a) The execution  and delivery by such party of this  Amendment,
          and the performance of its obligations  under the Agreement as amended
          hereby,  are within such party's  organizational  powers and authority
          and have been duly authorized by all necessary  organizational  action
          on its part;

                  (b) This Amendment has been duly executed and delivered by
         such party, and the Agreement, as amended hereby, constitutes such
         party's legal, valid and binding obligation, enforceable against such
         party in accordance with its terms, except as such enforcement may be
         limited by applicable bankruptcy, insolvency, reorganization or other
         similar laws relating to or limiting creditors' rights generally and by
         general principles of equity (regardless of whether enforcement is
         sought in a proceeding in equity or at law), and

               (c)  As of  the  date  hereof,  no  event  has  occurred  and  is
          continuing  that will  constitute a  Termination  Event or a Potential
          Termination Event.

     3. Conditions  Precedent.  This Amendment shall become  effective as of the
date first above  written upon  execution by the  Originator,  the Buyer and the
Agent of counterparts  hereof and delivery of such executed  counterparts to the
Agent.

     4. Miscellaneous.

               (a) CHOICE OF LAW. THIS AMENDMENT SHALL BE GOVERNED AND CONSTRUED
          IN ACCORDANCE WITH THE INTERNAL LAWS (AND NOT THE LAW OF CONFLICTS) OF
          THE STATE OF NEW YORK.

               (b) Counterparts. This Amendment may be executed in any number of
          counterparts and by different parties hereto in separate counterparts,
          each of which when so executed  shall be deemed to be an original  and
          all of which when taken  together  shall  constitute  one and the same
          agreement.

               (c)  Ratification  of  Agreement.  Except  as  expressly  amended
          hereby,  the Agreement  remains unaltered and in full force and effect
          and is hereby ratified and confirmed.



<PAGE>



     IN WITNESS  WHEREOF,  the parties  hereto have caused this  Agreement to be
executed and delivered by their duly authorized officers as of the date hereof.


FERRELLGAS, L.P.

BY:  FERRELLGAS, INC., its General Partner


By: /s/ Kevin T. Kelly
   -------------------------------
Name:    Kevin T. Kelly
Title:   Chief Financial Officer






FERRELLGAS RECEIVABLES, LLC


By: /s/ Kevin T. Kelly
   -------------------------------
Name:    Kevin T. Kelly
Title:   Chief Financial Officer





<PAGE>




BANK ONE, NA [MAIN OFFICE CHICAGO],
 INDIVIDUALLY AND AS AGENT


By: /s/ Leo V. Loughead
   -------------------------------
Name:    Leo V. Loughead
Title:   Authorized Signatory






JUPITER SECURITIZATION CORPORATION


By: /s/ Leo V. Loughead
   -------------------------------
Name:    Leo V. Loughead
Title:   Authorized Signatory