# **EXHIBIT 31.2**

# ** **

**CERTIFICATIONS**

**FERRELLGAS PARTNERS FINANCE CORP.**

 

I, Stephen L. Wambold, certify that:

 

1.               I have reviewed this Amendment No. 1 tothe Annual Report on Form 10-K/A for the year ended July 31, 2009 ofFerrellgas Partners Finance Corp. (the “Registrant”);

 

2.               Based on my knowledge, this report does notcontain any untrue statement of a material fact or omit to state a materialfact necessary to make the statements made, in light of the circumstances underwhich such statements were made, not misleading with respect to the periodcovered by this report;

 

3.               Based on my knowledge, the financialstatements, and other financial information included in this report, fairlypresent in all material respects the financial condition, results of operationsand cash flows of the Registrant as of, and for, the periods presented in thisreport;

 

4.               The Registrant’s other certifying officer andI are responsible for establishing and maintaining disclosure controls andprocedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e))and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and15d-15(f)) for the Registrant and have:

 

a.               Designedsuch disclosure controls and procedures, or caused such disclosure controls andprocedures to be designed under our supervision, to ensure that materialinformation relating to the Registrant, including its consolidatedsubsidiaries, is made known to us by others within those entities, particularlyduring the period in which this report is being prepared;

b.              Designedsuch internal control over financial reporting, or caused such internal controlover financial reporting to be designed under our supervision, to providereasonable assurance regarding the reliability of financial reporting and thepreparation of financial statements for external purposes in accordance withgenerally accepted accounting principles;

c.               Evaluatedthe effectiveness of the Registrant’s disclosure controls and procedures andpresented in this report our conclusions about the effectiveness of thedisclosure controls and procedures, as of the end of the period covered by thisreport based on such evaluation; and

d.              Disclosed in this report any change in theRegistrant’s internal control over financial reporting that occurred during theRegistrant’s most recent fiscal quarter (the Registrant’s fourth fiscal quarterin the case of an annual report) that has materially affected, or is reasonablylikely to materially affect, the Registrant’s internal control over financialreporting; and

 

5.               The Registrant’s other certifying officer andI have disclosed, based on our most recent evaluation of internal control overfinancial reporting, to the Registrant’s auditors and the audit committee ofRegistrant’s board of directors (or persons performing the equivalentfunctions):

 

a.               All significant deficiencies and materialweaknesses in the design or operation of internal control over financialreporting which are reasonably likely to adversely affect the Registrant’sability to record, process, summarize and report financial information; and

b.              Any fraud, whether or not material, thatinvolves management or other employees who have a significant role in theRegistrant’s internal controls over financial reporting.

 
| Date:  November 6, 2009 |                                   |
|------------------------------|----------------------------------------|
|                         |                                   |
|                         | /s/  Stephen L. Wambold                |
|                         | Stephen  L. Wambold                    |
|                         | Chief  Executive Officer and President |

 

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**CERTIFICATIONS**

**FERRELLGAS PARTNERS FINANCE CORP.**

 

I, J. Ryan VanWinkle, certify that:

 

1.               I have reviewed this Amendment No. 1 tothe Annual Report on Form 10-K/A for the year ended July 31, 2009 ofFerrellgas Partners Finance Corp. (the “Registrant”);

 

2.               Based on my knowledge, this report does notcontain any untrue statement of a material fact or omit to state a materialfact necessary to make the statements made, in light of the circumstances underwhich such statements were made, not misleading with respect to the periodcovered by this report;

 

3.               Based on my knowledge, the financialstatements, and other financial information included in this report, fairlypresent in all material respects the financial condition, results of operationsand cash flows of the Registrant as of, and for, the periods presented in thisreport;

 

4.               The Registrant’s other certifying officer andI are responsible for establishing and maintaining disclosure controls andprocedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e))and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and15d-15(f)) for the Registrant and have:

 

a.               Designedsuch disclosure controls and procedures, or caused such disclosure controls andprocedures to be designed under our supervision, to ensure that materialinformation relating to the Registrant, including its consolidatedsubsidiaries, is made known to us by others within those entities, particularlyduring the period in which this report is being prepared;

b.              Designed such internal control over financialreporting, or caused such internal control over financial reporting to bedesigned under our supervision, to provide reasonable assurance regarding thereliability of financial reporting and the preparation of financial statementsfor external purposes in accordance with generally accepted accountingprinciples;

c.               Evaluated the effectiveness of the Registrant’sdisclosure controls and procedures and presented in this report our conclusionsabout the effectiveness of the disclosure controls and procedures, as of theend of the period covered by this report based on such evaluation; and

d.              Disclosed in this report any change in theRegistrant’s internal control over financial reporting that occurred during theRegistrant’s most recent fiscal quarter (the Registrant’s fourth fiscal quarterin the case of an annual report) that has materially affected, or is reasonablylikely to materially affect, the Registrant’s internal control over financialreporting; and

 

5.               The Registrant’s other certifying officer andI have disclosed, based on our most recent evaluation of internal control overfinancial reporting, to the Registrant’s auditors and the audit committee ofRegistrant’s board of directors (or persons performing the equivalentfunctions):

 

a.               All significant deficiencies and materialweaknesses in the design or operation of internal control over financial reportingwhich are reasonably likely to adversely affect the Registrant’s ability torecord, process, summarize and report financial information; and

b.              Any fraud, whether or not material, thatinvolves management or other employees who have a significant role in theRegistrant’s internal controls over financial reporting.

 

 
| Date:  November 6, 2009 |                                       |
|------------------------------|--------------------------------------------|
|                         |                                       |
|                         | /s/ J. Ryan VanWinkle                      |
|                         | J. Ryan VanWinkle                          |
|                         | Chief  Financial Officer and Sole Director |

 

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