SECOND AMENDMENT
                 TO SECOND AMENDED AND RESTATED CREDIT AGREEMENT


                  This SECOND  AMENDMENT TO SECOND  AMENDED AND RESTATED  CREDIT
AGREEMENT (this "Amendment"), dated as of April 27, 1999, is entered into by and
among  FERRELLGAS,  L.P.,  a  Delaware  limited  partnership  (the  "Borrower"),
FERRELLGAS,  INC., a Delaware  corporation  and the sole general  partner of the
Borrower (the "General Partner"),  each of the financial  institutions that is a
signatory  to this  Amendment  (collectively,  the  "Banks") and BANK OF AMERICA
NATIONAL  TRUST  AND  SAVINGS  ASSOCIATION,  as  agent  for the  Banks  (in such
capacity,  the "Administrative  Agent"),  and amends that certain Second Amended
and  Restated  Credit  Agreement,  dated  as of July 2,  1998 (as the same is in
effect  immediately prior to the effectiveness of this Amendment,  the "Existing
Credit  Agreement" and as the same may be amended,  supplemented or modified and
in effect from time to time, the "Credit Agreement"), by and among the Borrower,
the General Partner,  the  Administrative  Agent and the Banks from time to time
party to the Credit Agreement.  Capitalized terms used and not otherwise defined
in this Amendment shall have the same meanings in this Amendment as set forth in
the Credit Agreement,  and the rules of interpretation set forth in Section 1.02
of the Credit Agreement shall be applicable to this Amendment.

                                     RECITAL

                  The Borrower has requested that the Banks amend Sections 6.20,
7.13 and 8.20 of the  Existing  Credit  Agreement,  and the Banks are willing to
agree to so amend the Existing Credit  Agreement on the terms and subject to the
conditions set forth below.

                                    AGREEMENT

                  NOW, THEREFORE, in consideration of the foregoing,  the mutual
covenants  and   agreements   set  forth  below  and  other  good  and  valuable
consideration,  the receipt and adequacy of which are hereby  acknowledged,  the
parties agree as follows:

     SECTION 1.  Amendments.  On the terms of this  Amendment and subject to the
satisfaction of the conditions precedent set forth below in Section 2:

                  (a) Section 6.20(b) of the Existing Credit Agreement is hereby
amended by deleting the reference therein to "one year" and substituting in lieu
thereof "two years."

     (b) Section 7.13 of the Existing Credit Agreement is hereby amended to read
in its entirety as follows:

                           "The  Borrower and its  Affiliates  shall comply with
         the Borrower's  trading position policy and supply  inventory  position
         policy as in effect on March 31, 1999, 1999;  provided,  however,  that
         the  Borrower  and  its  Affiliates  may,  during  any  period  of four
         consecutive fiscal quarters, (a) increase the stop loss limit specified
         in either the trading position or supply  inventory  position policy by
         up to 100% of the amount of such limit as in effect on July 5, 1994 and
         (b) increase the volume limit  specified in either of such  policies on
         the  number of barrels of a single  product or of all  products  in the
         aggregate  by up to 100% of each  such  number  as in effect on July 5,
         1994."

                  (c) Section 8.20(b) of the Existing Credit Agreement is hereby
amended by deleting the reference therein to "one year" and substituting in lieu
thereof "two years."

                  SECTION 2.  Conditions to  Effectiveness.  The  amendments set
forth in  Section  1 of this  Amendment  shall  become  effective  only upon the
satisfaction  of  all  of  the  following  conditions  precedent  (the  date  of
satisfaction  of  all  such  conditions  being  referred  to as  the  "Amendment
Effective Date"):

     (a) On or before the Amendment  Effective  Date, the  Administrative  Agent
shall have received,  on behalf of the Banks, this Amendment,  duly executed and
delivered by the  Borrower,  the General  Partner,  the  Majority  Banks and the
Administrative Agent.

                           (b) On or before the Amendment  Effective  Date,  the
Administrative Agent and the Banks shall have
received a copy of the Borrower's  trading  position policy and supply inventory
position policy as in effect on March 31, 1999.

                           (c) On or before the Amendment  Effective  Date,  all
corporate, partnership and other proceedings taken
or to be  taken  in  connection  with  the  transactions  contemplated  by  this
Amendment,   and  all  documents   incidental   thereto,   shall  be  reasonably
satisfactory in form and substance to the Administrative  Agent and its counsel,
and the  Administrative  Agent and such  counsel  shall have  received  all such
counterpart  originals  or  certified  copies  of such  documents  as  they  may
reasonably request.

                           (d) The  representations  and warranties set forth in
this Amendment shall be true and correct as of the
Amendment Effective Date.

                  SECTION 3. Representations and Warranties.  In order to induce
the Administrative Agent and the Banks to enter into this Amendment and to amend
the Existing  Credit  Agreement in the manner  provided in this  Amendment,  the
Borrower and the General  Partner  represent  and warrant to the  Administrative
Agent and each Bank as of the Amendment Effective Date as follows:

     (a) Power and  Authority.  The  Borrower  and the General  Partner have all
requisite  corporate  or  partnership  power and  authority  to enter  into this
Amendment and to carry out the  transactions  contemplated by, and perform their
respective  obligations  under, the Existing Credit Agreement as amended by this
Amendment (hereafter referred to as the "Amended Credit Agreement").

     (b)  Authorization  of  Agreements.  The  execution  and  delivery  of this
Amendment by the Borrower and the
General  Partner and the  performance  of the Amended  Credit  Agreement  by the
Borrower and the General  Partner  have been duly  authorized  by all  necessary
action,  and this Amendment has been duly executed and delivered by the Borrower
and the General Partner.

                           (c)  Enforceability.  The  Amended  Credit  Agreement
constitutes the legal, valid and binding obligation
of the Borrower and the General Partner enforceable against the Borrower and the
General  Partner  in  accordance  with its  terms,  except as may be  limited by
bankruptcy,  insolvency  or other  similar laws  affecting  the  enforcement  of
creditors'  rights in general.  The  enforceability  of the  obligations  of the
Borrower and the General Partner  hereunder is subject to general  principles of
equity (regardless of whether such  enforceability is considered in a proceeding
in equity or at law).

     (d) No Conflict. The execution and delivery by the Borrower and the General
Partner of this  Amendment and the  performance  by the Borrower and the General
Partner of the Amended Credit  Agreement do not and will not (i) contravene,  in
any material  respect,  any provision of any law,  regulation,  decree,  ruling,
judgment or order that is applicable to the Borrower or the General Partner,  as
the case may be, or their respective  properties or other assets, (ii) result in
a  breach  of or  constitute  a  default  under  the  charter,  bylaws  or other
organizational documents of the Borrower or the General Partner, as the case may
be, or any material agreement,  indenture,  lease or instrument binding upon the
Borrower or the General Partner or their  respective  properties or other assets
or (iii) result in the creation or imposition  of any Liens on their  respective
properties other than as permitted under the Credit Agreement.

     (e) Governmental Consents. No authorization or approval or other action by,
and no notice to or filing with, any  governmental  authority or regulatory body
is required for the due execution,  delivery and  performance by the Borrower or
the General Partner of this Amendment.

     (f)  Representations  and Warranties in the Credit Agreement.  The Borrower
and the General  Partner  confirm that as of the  Amendment  Effective  Date the
representations  and warranties  contained in Article VI of the Credit Agreement
are (before and after giving effect to this  Amendment)  true and correct in all
material respects (except to the extent any such  representation and warranty is
expressly stated to have been made as of a specific date, in which case it shall
be true and correct as of such  specific  date) and that no Default has occurred
and is continuing.

                           (g) Subsidiaries. As of the Amendment Effective Date,
the Borrower has no Subsidiaries.

                  SECTION 4.  Miscellaneous.

     (a) Reference to and Effect on the Existing Credit  Agreement and the Other
Loan Documents.

     (i) Except as  specifically  amended by this  Amendment  and the  documents
executed and delivered in connection herewith, the Existing Credit Agreement and
the other Loan  Documents  shall  remain in full force and effect and are hereby
ratified and confirmed.

     (ii) The execution and delivery of this  Amendment and  performance  of the
Amended  Credit  Agreement  shall  not,  except as  expressly  provided  herein,
constitute  a waiver of any  provision  of, or operate as a waiver of any right,
power or remedy of the Banks under,  the Existing Credit Agreement or any of the
other Loan Documents.

                                    (iii)  Upon  the  conditions  precedent  set
forth herein being satisfied, this Amendment shall be
         construed as one with the Existing Credit  Agreement,  and the Existing
         Credit  Agreement  shall,  where  the  context  requires,  be read  and
         construed throughout so as to incorporate this Amendment.

                           (b) Fees and  Expenses.  The Borrower and the General
Partner acknowledge that all costs, fees and
expenses  incurred in connection  with this Amendment will be paid in accordance
with Section 11.04 of the Existing Credit Agreement.

     (c)  Headings.  Section  and  subsection  headings  in this  Amendment  are
included for  convenience  of reference  only and shall not constitute a part of
this Amendment for any other purpose or be given any substantive effect.

                           (d)  Counterparts.  This Amendment may be executed in
one or more counterparts, each of which shall be
deemed an original but all of which together  shall  constitute one and the same
instrument.  Transmission  by  telecopier  of an  executed  counterpart  of this
Amendment  shall be deemed to  constitute  due and  sufficient  delivery of such
counterpart.

     (e)  Governing  Law.  This  Amendment  shall be governed  by and  construed
according to the laws of the State of New York.



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                  IN WITNESS WHEREOF, the parties hereto have duly executed this
Amendment as of the date first above written.


FERRELLGAS, L.P., a Delaware limited partnership

By: FERRELLGAS, INC.
Its: General Partner

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

FERRELLGAS, INC.


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

ADMINISTRATIVE AGENT

BANK OF AMERICA NATIONAL TRUST AND SAVINGS ASSOCIATION, as Administrative Agent


By: /s/ Daryl G. Patterson
Name: Daryl G. Patterson
Title: Vice President

BANKS

BANK OF AMERICA NATIONAL TRUST AND SAVINGS ASSOCIATION


By: /s/ Daryl G. Patterson
Name: Daryl G. Patterson
Title: Vice President



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NATIONSBANK, N.A.


By: /s/ Daryl G. Patterson
Name: Daryl G. Patterson
Title: Vice President




<PAGE>


WELLS FARGO BANK, N.A.

By: /s/ Charles D. Kirkham
Name: Charles D. Kirkham
Title: Vice President




<PAGE>



THE BANK OF NEW YORK


By: /s/ David Shedd
Name: David Shedd
Title: Vice President




<PAGE>


THE BANK OF NOVA SCOTIA


By: /s/ M. D. Smith
Name: M. D. Smith
Title: Agent




<PAGE>


PARIBAS


By: /s/ Rosine K. Matthews
Name: Rosine K. Matthews
Title: Vice President


By: /s/ Larry Robinson
Name: Larry Robinson
Title: Vice President




<PAGE>



UNION BANK OF CALIFORNIA, N.A.

By: /s/ Dustin Gaspari
Name: Dustin Gaspari
Title: Assistant Vice President