UNITED STATES SECURITIES AND
    EXCHANGE COMMISSIONWashington, 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, 2008oro

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

66210(Zip Code)(Address of principal executive
    office)   Registrants telephone
    number, including area code:
 (913) 661-1500
      Securities registered pursuant
    to Section 12(b) of the Act:
  Title of Each Class

Name of Each Exchange on Which RegisteredCommon Units of Ferrellgas Partners, L.P.

New York Stock Exchange       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
  12b-2
  Ferrellgas Partners, L.P.:
 Large
    accelerated
    filer þ
    Accelerated
    filer o
    Non-accelerated
    filer o
    Smaller reporting
    company o (Do not check if a smaller
    reporting company)
  Ferrellgas Partners Finance Corp,
    Ferrellgas, L.P. and Ferrellgas Finance Corp.:
 Large
    accelerated
    filer o
    Accelerated
    filer o
    Non-accelerated
    filer þ
    Smaller reporting
    company o (Do not check if a smaller
    reporting company)
  Rule 12b-2 o þ
  þ o
      Ferrellgas Partners, L.P.

62,961,674

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:
    FORM 10-K FORM 10-K




---



##### 





FERRELLGAS
    PARTNERS, L.P.
    FERRELLGAS PARTNERS FINANCE CORP.
    FERRELLGAS, L.P.
    FERRELLGAS FINANCE CORP.
  2008
    FORM 10-K
    ANNUAL REPORT
  Table of
    Contents
  PagePART IITEM 1.

BUSINESS


1ITEM 1A.

RISK FACTORS


10ITEM 1B.

UNRESOLVED STAFF COMMENTS


32ITEM 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


34ITEM 6.

SELECTED FINANCIAL DATA


36ITEM 7.

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


37ITEM 7A.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK


54ITEM 8.

FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA


54ITEM 9.

CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
    FINANCIAL DISCLOSURE


55ITEM 9A.

CONTROLS AND PROCEDURES


55ITEM 9B.

OTHER INFORMATION


58PART IIIITEM 10.

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE


58ITEM 11.

EXECUTIVE COMPENSATION


63ITEM 12.

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


74ITEM 13.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
    INDEPENDENCE


77ITEM 14.

PRINCIPAL ACCOUNTANT FEES AND SERVICES


78PART IVITEM 15.

EXHIBITS AND FINANCIAL STATEMENT SCHEDULES


79




---



##### 



PART I  ITEM 1.
    BUSINESS.    Form 10-K,
  
    us, we, our,
    ours, or consolidated 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;
    retail sales refers to Propane and other gas liquid
    sales: Retail  Sales to End Users, the volume of
    propane sold primarily to our residential, industrial/commercial
    and agricultural customers;
    wholesale sales refers to Propane and other gas
    liquid sales: Wholesale  Sales to Resellers, the
    volume of propane sold primarily to our portable tank exchange
    customers and bulk propane sold to wholesale customers;
    other gas sales refers to Propane and other gas
    liquid sales: Other Gas Sales, primarily the volume of bulk
    propane sold to other third party propane distributors or
    marketers;
    propane sales volume refers to the volume of propane
    sold to our retail sales and wholesale sales customers; and
    Notes refers to the notes of the consolidated
    financial statements of Ferrellgas Partners or the operating
    partnership, as applicable.    3 4
   1




---



##### 



1-800-SEC-0330 Form 10-K and/or
  General
          Propane SalesFiscal Year Ended

Volumes(In millions)July 31, 2008


839July 31, 2007


892July 31, 2006


911     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 interests with our investors through significant
    employee ownership.  Maximize
    operating efficiencies through utilization of our technology
    platform.
    on-site
      Capitalize
    on our national presence and economies of
    scale.
    
    product procurement;
    transportation;
    fleet purchases; 3




---



##### 




    propane customer administration; and
    general administration.      Expand
    our operations through disciplined acquisitions and internal
    growth.
      Align
    employee interests with our investors through significant
    employee ownership.
    Distribution
    of Propane and Related Equipment and Supplies
    
    our efficiency in delivering propane to customers;
    our employee training and safety programs; 4




---



##### 




    our enhanced customer service, facilitated by our technology
    platform and our 24 hours a day 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;
    wholesale; and
    other.  cents-per-gallon cents-per-gallon
         5




---



##### 



Effect
    of Weather and Seasonality
        Risk
    Management Activities
       6




---



##### 



Industry
        Competition
   7




---



##### 



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


2,947Risk management, transportation and wholesale


177Centralized corporate functions


384Total


3,508     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.
      Sudden
    and sharp propane price increases cannot be passed on to
    customers with contracted pricing arrangements and will
    adversely affect our profit margins if they are not immediately
    hedged with an offsetting propane purchase
    commitment.
  cents-per-gallon
  Hurricanes
    and other natural disasters could have a material adverse effect
    on our business, financial condition and results of
    operations.
   10




---



##### 



The
    propane distribution business is highly competitive, which may
    negatively affect our sales volumes and/or our results of
    operations.
    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.
   11




---



##### 



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.  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.
   12




---



##### 



If we
    are unable to manage the impact of overfill prevention device
    valve guidelines, our delivery of propane by portable tank
    exchange may decline.
    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 $1,162.8 million;
    Ferrellgas Partners had partners capital of approximately
    $162.1 million;
    we had availability under our credit facilities of approximately
    $194.7 million; and
    we had aggregate future minimum rental commitments under
    non-cancelable operating leases of approximately
    $80.2 million; provided, however, if we elect to purchase
    the underlying assets at the end of the lease terms, such
    aggregate buyout would be $24.3 million.   13




---



##### 




    $54.4 million  2009;
    $169.1 million  2010;
    $83.0 million  2011;
    $268.9 million  2012;
    $0.4 million  2013; and
    $461.5 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 leading to
    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.
    
    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; 17




---



##### 




    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.
    We
    depend on particular management information systems to
    effectively manage all aspects of our delivery of
    propane.
    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.
   18




---



##### 



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;
    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.
   20




---



##### 



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;
    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.   21




---



##### 



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;
    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 less 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
 22




---



##### 



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.    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. 23




---



##### 



The
    ownership of our general partner could change if Ferrell
    Companies defaults on its outstanding
    indebtedness.
    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 24




---



##### 




    take other action pursuant to our partnership agreements that
    constitutes participation in the control of our
    business,      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; 25




---



##### 




    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;
    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
    James E. 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.   26




---



##### 



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.
    Tax
    Risks
  The
    IRS could treat us as a corporation for tax purposes or changes
    in federal or state laws could subject us to entity level
    taxation, which would substantially reduce the cash available
    for distribution to our unitholders.
       27




---



##### 



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.
    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.
    There
    are limits on the deductibility of losses
    Tax
    gain or loss on the disposition of our common units could be
    different than expected.
   28




---



##### 



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.
    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.
   29




---



##### 



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.
    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; 30




---



##### 




    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;
    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
    James E. 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
   31




---



##### 



ITEM 1B.
    UNRESOLVED
    STAFF COMMENTS.    ITEM 2.
    PROPERTIES.    Owned


Leased


TotalTruck tractors


84



87



171Propane transport trailers


251



48



299Portable tank delivery trucks


256



227



483Portable tank exchange delivery trailers


160



46



206Bulk propane delivery trucks


1,028



757



1,785Pickup and service trucks


961



345



1,306Railroad tank cars






97



97     on-site
     32




---



##### 



ITEM 3.
    LEGAL
    PROCEEDINGS.    ITEM 4.
    SUBMISSION
    OF MATTERS TO A VOTE OF SECURITY HOLDERS.   33




---



##### 



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 Price Range


DistributionsHigh


Low


Declared per Unit2007First 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



0.502008First Quarter

$
24.20


$
21.37


$
0.50Second Quarter


23.10



20.13



0.50Third Quarter


22.96



20.36



0.50Fourth Quarter


22.28



18.35



0.50     Recent
    Sales of Unregistered Securities
    Ferrellgas
    Partners Tax Matters
   34




---



##### 



Common
    Equity of Other Registrants
      Equity
    Compensation Plan Information
   35




---



##### 



ITEM 6.
    SELECTED
    FINANCIAL DATA.    Ferrellgas Partners, L.P.Year Ended July 31,2008


2007


2006


2005


2004(In thousands, except per unit data)Income Statement Data:Total revenues

$
2,290,689


$
1,992,440


$
1,895,470


$
1,754,114


$
1,308,386Interest expense


86,712



87,953



84,235



91,518



74,467Earnings (loss) from continuing operations


24,689



34,800



25,009



(15,375
)


20,501Basic and diluted earnings (loss) per common unit from
    continuing operations

$
0.39


$
0.55


$
0.41


$
(0.41
)

$
0.30Cash distributions declared per common unit

$
2.00


$
2.00


$
2.00


$
2.00


$
2.00Balance Sheet Data:Working capital(1)

$
46,075


$
42,503


$
27,244


$
38,885


$
46,137Total assets


1,529,231



1,503,403



1,549,500



1,508,973



1,578,175Long-term debt


1,034,719



1,011,751



983,545



948,977



1,153,652Partners capital


162,124



236,657



265,745



333,678



202,099Operating Data:Propane sales volumes (in thousands of gallons)


838,847



891,888



910,755



1,063,107



994,487Capital expenditures :Maintenance

$
21,139


$
16,935


$
13,003


$
17,259


$
20,422Growth


23,407



29,732



29,448



25,089



12,270Technology initiative










915



10,466



8,688Acquisition


191



35,466



38,057



31,699



438,326Total

$
44,737


$
82,133


$
81,423


$
84,513


$
479,706     (1)
    
    Working capital is the sum of current assets less current
    liabilities.  Ferrellgas, L.P.Year Ended July 31,2008


2007


2006


2005


2004(In thousands, except per unit data)Income Statement Data:Total revenues

$
2,290,689


$
1,992,440


$
1,895,470


$
1,754,114


$
1,308,386Interest expense


63,001



64,201



60,537



67,430



54,242Earnings from continuing operations


49,232



59,427



49,465



9,128



41,410Balance Sheet Data:Working capital(1)

$
48,397


$
44,737


$
28,874


$
41,078


$
48,593Total assets


1,526,621



1,499,951



1,544,051



1,504,271



1,570,990Long-term debt


765,248



741,900



713,316



678,367



882,662Partners capital


436,269



511,356



539,910



608,987



475,567Operating Data:Propane sales volumes (in thousands of gallons)


838,847



891,888



910,755



1,063,107



994,487Capital expenditures:Maintenance

$
21,139


$
16,935


$
13,003


$
17,259


$
20,422Growth


23,407



29,732



29,448



25,089



12,270Technology initiative










915



10,466



8,688Acquisition


191



35,466



38,057



32,430



438,326Total

$
44,737


$
82,133


$
81,423


$
85,244


$
479,706     (1)
    
    Working capital is the sum of current assets less current
    liabilities. 36




---



##### 




    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 for
    the development of new software; 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.      ITEM 7.
    MANAGEMENTS
    DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
    OPERATIONS.      Form 10-K.
    
    because Ferrellgas Partners has 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 Note H  Long-term
    debt  in the respective notes to their consolidated
    financial statements; and
    Ferrellgas Partners issued common units in several transactions
    during 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 interests with our investors through significant
    employee ownership.    
    gross margin from Propane and other gas liquids
    sales decreased $46.9 million primarily due to lower
    propane sales volumes and the decreased gross margin per gallon
    compared to the prior year;
    gross margin from Revenues: Other increased
    $21.1 million primarily due to increased fee income billed
    to customers; and 38




---



##### 




    Operating expense decreased $8.8 million
    primarily due a decrease in labor expense and a decrease in
    incentive and other compensation expense.  Forward-looking
    Statements
        
    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
    our expectation that higher propane prices will continue causing
    an increase to Revenues  propane and other gas
    liquids sales, Cost of product sold 
    propane and other gas liquids sales,
    Gross margin  propane and other gas liquids,
    Operating income and Net earnings in
    fiscal 2009.       39




---



##### 



Results
    of Operations
  Fiscal
    Year Ended July 31, 2008 compared to July 31,
    2007
  Favorable(Unfavorable)Fiscal Year Ended July 31,

2008


2007


Variance(Amounts in thousands)Propane sales volumes (gallons):Retail  Sales to End Users


656,832



702,716



(45,884
)


(7
)%Wholesale  Sales to Resellers


182,015



189,172



(7,157
)


(4
)%838,847



891,888



(53,041
)


(6
)%Revenues Propane and other gas liquids sales:Retail  Sales to End Users

$
1,451,054


$
1,279,975


$
171,079



13
%Wholesale  Sales to Resellers


455,794



396,185



59,609



15
%Other Gas Sales


148,433



81,263



67,170



83
%$
2,055,281


$
1,757,423


$
297,858



17
%Gross margin Propane and other gas liquids sales:(a)Retail  Sales to End Users

$
427,701


$
482,878


$
(55,177
)


(11
)%Wholesale  Sales to Resellers


132,858



133,109



(251
)



%Other Gas Sales


2,804



(5,733
)


8,537



NM$
563,363


$
610,254


$
(46,891
)


(8
)%Operating income

$
110,941


$
126,768


$
(15,827
)


(12
)%Interest expense

$
86,712


$
87,953


$
1,241



1
%Interest expense  operating partnership

$
63,001


$
64,201


$
1,200



2
%     (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.      Revenues 
    Propane and other gas liquids sales
       40




---



##### 



Gross
    margin  Propane and other gas liquids
    sales
      Operating
    income
    Interest
    expense  consolidated
    Interest
    expense  operating partnership
    Forward
    looking statements
    
    our assumption that interest rates will remain relatively stable
    in fiscal 2009;
    our assumption that weather will remain close to normal during
    fiscal 2009; and
    our assumption that propane sales volumes will increase in
    fiscal 2009. 41




---



##### 



Fiscal
    year ended July 31, 2007 compared to July 31,
    2006
  Favorable(Unfavorable)Fiscal Year Ended July 31,

2007


2006


Variance(Amounts in thousands)Propane sales volumes (gallons):Retail  Sales to End Users


702,716



707,896



(5,180
)


(1
)%Wholesale  Sales to Resellers


189,172



202,859



(13,687
)


(7
)%891,888



910,755



(18,867
)


(2
)%Revenues Propane and other gas liquids sales:Retail  Sales to End Users

$
1,279,975


$
1,243,650


$
36,325



3
%Wholesale  Sales to Resellers


396,185



405,553



(9,368
)


(2
)%Other Gas Sales


81,263



48,737



32,526



67
%$
1,757,423


$
1,697,940


$
59,483



4
%Gross margin Propane and other gas liquids sales:(a)Retail  Sales to End Users

$
482,878


$
458,736


$
24,142



5
%Wholesale  Sales to Resellers


133,109



129,956



3,153



2
%Other Gas Sales


(5,733
)


71



(5,804
)


NM$
610,254


$
588,763


$
21,491



4
%Operating income

$
126,768


$
111,222


$
15,546



14
%Interest expense

$
87,953


$
84,235


$
(3,718
)


(4
)%Interest expense  operating partnership

$
64,201


$
60,537


$
(3,664
)


(6
)%     (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.      Revenues 
    Propane and other gas liquids sales
     42




---



##### 



Gross
    margin  Propane and other gas liquids
    sales
      Operating
    income
    Interest
    expense
    Interest
    expense  operating partnership
    Liquidity
    and Capital Resources
  General
     43




---



##### 



3 4 3 4
    
    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-issuer and co-obligor on any debt securities
    issued by Ferrellgas Partners under this shelf registration
    statement; 44




---



##### 




    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, 2008 we had
    $240.0 million available under this shelf
    agreement; 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, 2008 we had
    $200.0 million available under this shelf agreement.  Operating
    Activities
    Accounts
    receivable securitization
    364-day
  The
    operating partnership
   45




---



##### 



Investing
    Activities
    Capital
    expenditures
    Acquisition
    expenditures
    Financing
    Activities
      Distributions
    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, 2008, the federal funds rate and Bank of
    Americas prime rate were 2.09% and 5.0%,
    respectively); or 46




---



##### 




    the Eurodollar Rate plus a margin varying from 1.50% to 2.50%
    (as of July 31, 2008, the one-month and three-month
    Eurodollar Rates were 2.65% and 3.00%, respectively).    Debt
    issuance and repayment
          
    a significant increase in the wholesale 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 leading to
    decreased trade credit; or
    a significant acquisition.    The
    operating partnership
    Distributions
   47




---



##### 



Disclosures
    about Effects of Transactions with Related Parties
      Common Unit


Distributions PaidOwnership at


During the Year EndedJuly 31, 2008


July 31, 2008Ferrell Companies(1)


20,081


$
40,160FCI Trading Corp.(2)


196


$
392Ferrell Propane, Inc.(3)


51


$
104James E. Ferrell(4)


4,333


$
8,616     (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 is the Chairman and Chief Executive Officer of
    our general partner.           48




---



##### 



Contractual
    Obligations
      Payment or Settlement Due by Fiscal Year2009


2010


2011


2012


2013


Thereafter


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

$
54,397


$
169,145


$
82,995


$
268,915


$
360


$
461,511


$
1,037,323Fixed rate interest obligations(2)


58,489



55,125



48,905



45,934



22,346



22,827



253,626Operating lease obligations(3)


27,462



17,314



12,337



6,307



3,964



12,790



80,174Operating lease buyouts(4)


11,730



3,443



4,850



2,779



357



1,185



24,344Purchase obligations:(5)Product purchase commitments:(6)Estimated payment obligations


1,451,033



60,784



















1,511,817Employment agreements(7)






















1,088



1,088Total

$
1,603,111


$
305,811


$
149,087


$
323,935


$
27,027


$
499,401


$
2,908,372Underlying product purchase volume commitments (in gallons)


833,395



39,060



















872,455     (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 credit facilities, a variable rate debt
    obligation. As of July 31, 2008, variable rate interest on
    our outstanding balance of variable rate debt of
    $361.0 million would be $17.0 million on an annual
    basis. Actual variable rate interest amounts will differ due to
    changes in interest rates and actual seasonal borrowings under
    our 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, 2008 market price of the applicable commodity
    applied to future volume commitments. Actual future 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 James E. Ferrell of
    $1.1 million upon his termination of employment with us. 49




---



##### 



The
    operating partnership
    Payment or Settlement Due by Fiscal Year2009


2010


2011


2012


2013


Thereafter


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

$
54,397


$
169,145


$
82,995


$
915


$
360


$
461,511


$
769,323Fixed rate interest obligations(2)


35,039



31,675



25,455



22,484



22,346



22,827



159,826Total

$
89,436


$
200,820


$
108,450


$
23,399


$
22,706


$
484,338


$
929,149     (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 credit facilities, a variable rate debt
    obligation. As of July 31, 2008, variable rate interest on
    our outstanding balance of variable rate debt of
    $361.0 million would be $17.0 million on an annual
    basis. Actual variable rate interest amounts will differ due to
    changes in interest rates and actual seasonal borrowings under
    our 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.     50




---



##### 



Adoption
    of New Accounting Standards
    Title of Guidance

Effective DateSFAS No. 157, Fair Value Measurements

Fiscal years beginning after
    November 15, 2007SFAS No. 159, The Fair Value Option for Financial Assets
    and Financial Liabilities

Fiscal years beginning after
    November 15, 2007SFAS No. 141(R) , Business Combinations (a
    Replacement of SFAS No. 141, Business Combinations

Fiscal years beginning after
    December 15, 2008SFAS No. 160, Noncontrolling Interests in Consolidated
    Financial Statements

Fiscal years beginning after
    December 15, 2008SFAS No. 161, Disclosures About Derivative Instruments and
    Hedging Activities, and Amendment to FASB Statement No.
    133

Fiscal years beginning after
    November 15, 2008EITF No. 07-4, Application of the Two-Class Method Under
    FASB Statement No. 128, Earnings Per Share, to Master Limited
    Partnerships

Fiscal years beginning after
    December 15, 2008   Critical
    Accounting Estimates
     51




---



##### 



Depreciation
    of property, plant and equipment
    Residual
    value of customer and storage tanks
    Valuation
    methods, amortization methods and estimated useful lives of
    intangible assets
         52




---



##### 



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 can be categorized within any
    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.
    Our method for computing the expected term of our unit and stock
    based awards utilizes historical exercise patterns. 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. 53




---



##### 



ITEM 7A.  QUANTITATIVE
    AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.    Commodity
    Price Risk
            Interest
    Rate Risk
    ITEM 8.
    FINANCIAL
    STATEMENTS AND SUPPLEMENTARY DATA.   54




---



##### 



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) Internal
    Control  Integrated Framework Internal Control  Integrated Framework
     55




---



##### 



REPORT OF
    INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
      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
    DELOITTE &
    TOUCHE LLP
    57




---



##### 



ITEM 9B.
    OTHER
    INFORMATION.   PART III  ITEM 10.
    DIRECTORS,
    EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE.  Directors
    and Executive Officers of our General Partner
    Director

ExecutiveName

Age

Since

Officer Since

PositionJames E. Ferrell


68



1984



2000


Chairman and Chief Executive OfficerStephen L. Wambold


40



N/A



2005


President and Chief Operating OfficerJ. Ryan VanWinkle


35



N/A



2008


Chief Financial Officer, Vice President, Corporate Development
    and TreasurerJennifer A. Boren


39



N/A



2008


Vice President, Information TechnologyTod D. Brown


45



N/A



2006


Senior Vice President, Sales and Marketing and President, Blue
    RhinoEugene D. Caresia


44



N/A



2006


Vice President, Human ResourcesGeorge L. Koloroutis


47



N/A



2006


Vice President, Ferrell North AmericaWilliam K. Hoskins


73



2003



N/A


DirectorA. Andrew Levison


52



1994



N/A


DirectorJohn R. Lowden


51



2003



N/A


DirectorMichael F. Morrissey


66



1999



N/A


DirectorBilly D. Prim


52



2004



N/A


DirectorElizabeth T. Solberg


69



1998



N/A


Director   James E. Ferrell
  Stephen L. Wambold
  J. Ryan VanWinkle
 58




---



##### 



Jennifer A. Boren
  Tod D. Brown
  Eugene D. Caresia
  George L. Koloroutis
  William K. Hoskins
  A. Andrew Levison
  John R. Lowden
  Michael F. Morrissey
  Billy D. Prim 
  Elizabeth T. Solberg
 59




---



##### 



Corporate
    Governance
    www.ferrellgas.com
      913-661-1533
         Audit
    Committee
   60




---



##### 



Limitation
    on Directors Participating on Audit Committees
    Corporate
    Governance and Nominating Committee
    Compensation
    Committee
  and/or
  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
 investors@ferrellgas.com
   61




---



##### 



Code of
    Ethics for Principal Executive and Financial Officers and Code
    of Business Conduct and Ethics
  www.ferrellgas.com
      913-661-1533
       Compensation
    of our General Partner
    
    distributions on its combined approximate 2% general partner
    interest in Ferrellgas Partners and the operating
    partnership; and
    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
   62




---



##### 



ITEM 11.
    EXECUTIVE
    COMPENSATION.  Compensation
    Committee Report
         Compensation
    Discussion and Analysis
  Overview
    of Executive Officer Compensation
    Compensation
    Objectives
    Components
    of Named Executive Officer Compensation
      
    companies in our industry or related industries (oil and gas,
    gas utilities, master limited partnerships);
    companies identified as our peer group of competitors; 63




---



##### 




    companies with similar total sales;
    companies with similar net income; and
    companies with similar market value.    
    WPS Resources Corp.
    Enbridge Energy Partners
    Energy Transfer Partners
    UGI Corp.
    Sunoco Logistics Partners
    New Jersey Resources Corp.
    Amerigas Partners
    Piedmont Natural Gas Co.
    Suburban Propane Partners
    Laclede Group Inc.
    WGL Holdings Inc.
    Star Gas Partners
    Inergy L.P.
    South Jersey Industries Inc.
    Alliance Resource Partners
    Oneok Partners    
    base salary;
    discretionary bonus;
    non-equity incentive plan;
    stock and unit option plans;
    employee stock ownership plan;
    deferred compensation plans; and
    employment and
    change-in-control
    agreements.  Base
    Salary
   64




---



##### 



Discretionary
    Bonus
    Non-Equity
    Incentive Plan
      % of SalaryNamed Executive Officer

Incentive TargetJames E. Ferrell

100%Stephen L. Wambold

100%J. Ryan VanWinkle

55%Kevin T. Kelly

55%Tod D. Brown

45%George L. Koloroutis

45%     Percent of Planned

Incentive TargetIncentive OCF Achieved

Potential85%


12.5
%90%


25.0
%95%


50.0
%100%


100.0
%105%


125.0
%110% and above


150.0
%  65




---



##### 



(In thousands)Net earnings

$
24,689Add:Depreciation & amortization expense


85,521Interest expense & income


85,673Employee stock ownership plan compensation charge


12,413Loss on disposal of assets and other


11,250Unit and stock based compensation charge


1,816Income tax expense


82Minority interest


497Operating cash flow


221,941Incentive expense


2,948Incentive OCF

$
224,889     Stock
    and Unit Option Plans
    Ferrell Companies Incentive Compensation Plan
    (ICP)
   66




---



##### 



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 Completed Years 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
   67




---



##### 



Defined Contribution Profit Sharing Plan (401(k)
    Plan)  and/or
    Supplemental Savings Plan (SSP)
    Employment
    and
    Change-in-Control
    Agreements
    Change-in-Control
 68




---



##### 



Summary
    Compensation Table
    (1)

Non-Equity

(2)Option

Incentive Plan

All OtherSalary

Bonus

Awards

Compensation

Compensation

TotalName and Principal Position

Year

($)

($)

($)

($)

($)

($)James E. Ferrell


2008



810,448
(3)






85,752







5,500



901,700Chairman and Chief


2007



648,775
(3)






114,417







60,773



823,965Executive OfficerJ. Ryan VanWinkle


2008



227,492



100,000



117,889







27,826



473,207Chief Financial Officer,
    Vice President,
    Corporate Development
    and TreasurerKevin T. Kelly(4)


2008



433,083







288,503







28,025



749,611Senior Vice President and


2007



332,929



107,875



74,310



92,125



27,999



635,238Chief Financial OfficerStephen L. Wambold


2008



491,685



300,000



424,742







42,159



1,258,586President and Chief


2007



407,115



150,000



307,467



150,000



19,282



1,033,864Operating OfficerTod D. Brown


2008



242,115



125,000



306,500







37,837



711,452Senior Vice President,


2007



215,446



50,500



116,095



49,500



22,982



454,523Sales and Marketing and
    President, Blue RhinoGeorge L. Koloroutis


2008



248,426



100,000



244,394







30,565



623,385Vice President, Ferrell


2007



226,253



16,113



73,855



233,888



65,035



615,144North America     (1)
    
    See Note B  Summary of significant accounting
    policies (16) Stock-based compensation  to our
    consolidated financial statements for information concerning
    these awards.(2)
    
    All Other Compensation consisted of the following:  ESOP

401(k) Plan



Relocation

Total All OtherAllocations

Match

SSP Match

Reimbursements

CompensationName

Year

($)

($)

($)

($)

($)James E. Ferrell


2008







5,500











5,5002007







5,417



55,356







60,773J. Ryan VanWinkle


2008



18,047



6,112



3,667







27,826Kevin T. Kelly


2008



26,975



1,050











28,0252007



9,782



6,717



11,500







27,999Stephen L. Wambold


2008



25,075



9,250



7,834







42,1592007



9,782



7,500



2,000







19,282Tod D. Brown


2008



22,666



8,063



7,108







37,8372007



9,197



7,619



6,166







22,982George L. Koloroutis


2008



25,669



3,646



1,250







30,5652007



9,613



2,981



4,025



48,416



65,035   (3)
    
    Included in this amount is $120,000 of compensation for James E.
    Ferrells role as Chairman of the Board of Directors.(4)
    
    Kevin T. Kelly resigned from his position as Senior Vice
    President and Chief Financial Officer effective March 28,
    2008. 69




---



##### 



Grants of
    Plan-Based Awards
    Ferrell
    Companies Incentive Compensation Plan
  All OtherOptionAwards:Number of


Exercise orSecurities


Base PriceUnderlying


of Option


Grant Date FairGrant


Options


Awards


Value of AwardName

Date


(#)


($/Share)


($)J. Ryan VanWinkle (1)


9/1/2007



25,000



16.60



87,250(1)


3/1/2008



100,000



17.01



305,516Kevin T. Kelly (1)


9/1/2007



150,000



16.60



523,500Stephen L. Wambold (1)


9/1/2007



150,000



16.60



523,500Tod D. Brown (1)


9/1/2007



125,000



16.60



436,250George L. Koloroutis (1)


9/1/2007



125,000



16.60



436,250     (1)
    
    Grant vests ratably over five years and expires in ten years. 70




---



##### 



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

Number ofSecurities

SecuritiesUnderlying

UnderlyingUnexercised

Unexercised

OptionOptions

Options

Exercise

OptionName

(#) Exercisable

(#) Unexercisable

Price ($)

Expiration DateJames E. Ferrell


750,000







4.28



12/15/2015200,000







12.80



8/15/2015J. Ryan VanWinkle






10,000



8.02



3/12/2018



7,500



11.78



9/15/2019



10,000



12.80



8/15/2015



25,000



16.60



9/1/2017



100,000



17.01



3/1/2018Kevin T. Kelly


97,500



52,500



4.10



8/19/20136,500



3,500



4.75



7/31/201435,750



29,250



4.12



5/1/201511,250



13,750



4.28



12/15/201552,500



60,000



12.80



8/15/2015



150,000



16.60



9/1/2017Stephen L. Wambold


11,375



6,125



4.10



12/2/20131,250



3,750



8.02



1/31/201810,500



42,000



11.78



5/1/201956,250



75,000



12.80



8/15/201540,000



160,000



14.87



9/15/2016



150,000



16.60



9/1/2017Tod D. Brown


2,400



1,600



11.78



9/15/20144,000



6,000



12.80



8/15/20156,000



9,000



14.04



4/15/20169,200



36,800



14.87



9/15/201610,000



40,000



15.04



2/1/2017



125,000



16.60



9/1/2017George L. Koloroutis






35,000



4.10



8/19/2013



10,000



4.75



7/31/2014



25,000



8.02



1/31/2018



55,000



14.87



9/15/2016



125,000



16.60



9/1/2017   Ferrellgas
    Unit Option Plan
  Option AwardsNumber of

Number ofSecurities

SecuritiesUnderlying

UnderlyingUnexercised

Unexercised

OptionOptions

Options

Exercise

OptionName

(#) Exercisable

(#) Unexercisable

Price ($)

Expiration DateKevin T. Kelly


57,000







17.90



4/19/2011  71




---



##### 



Option
    Exercises
    Nonqualified
    Deferred Compensation
    AggregateExecutive


Registrant


Aggregate


Aggregate


Balance atContributions


Contributions


Earnings


Withdrawals/


Last FYEin Last FY


in Last FY(1)


in Last FY


Distributions


(2)Name

($)


($)


($)


($)


($)James E. Ferrell


200,789







75,545







1,110,603J. Ryan VanWinkle


7,500



3,667



(580
)






21,356Kevin T. Kelly


50,353







(31,112
)






510,007Stephen L. Wambold


42,084



7,834



551







63,361Tod D. Brown


17,106



7,108



(2,305
)






48,086George L. Koloroutis


16,283



1,250



(7,789
)






143,133     (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
    
    his annual salary;
    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
   72




---



##### 



Change-in-Control
                          Two Times Annual


Two Times TargetNEO

Base Salary ($)


Bonus ($)James E. Ferrell(1)


1,650,000



1,650,000J. Ryan VanWinkle


550,000



302,500Stephen L. Wambold


1,000,000



1,000,000Tod D. Brown


490,000



220,500George L. Koloroutis


500,000



225,000     (1)
    
    As discussed above, James E. Ferrells employment agreement
    contains a separate
    change-in-control
    provision which is currently valued at an additional
    $3.1 million.  Compensation
    of Directors
      
    non-management, non-board committee chairpersons have the option
    to receive either $4,000 of additional cash compensation
    annually or 5,000 fully vested options; 73




---



##### 




    the chairperson of the Audit Committee has the option to receive
    either $14,000 of additional cash compensation annually or
    15,000 fully vested options;
    the chairpersons of the Compensation and Governance Committees
    have the option to receive either $9,000 of additional cash
    compensation annually or 10,000 fully vested options; and
    additional option awards may be granted for other activities.      FeesEarned orPaid in


Option


All OtherCash


Awards(4)


Compensation


TotalName

($)


($)


($)


($)William K. Hoskins(1)


61,192











61,192A. Andrew Levison(2)


40,500



3,152







43,652John R. Lowden(2)


63,442



3,152







66,594Michael F. Morrissey(3)


98,517



3,152







101,669Billy D. Prim(2)


40,500



7,969







48,469Elizabeth T. Solberg(1)


40,500











40,500     (1)
    
    At July 31, 2008 this director had 35,000 ICP options
    outstanding.(2)
    
    At July 31, 2008 this director had 30,000 ICP options
    outstanding.(3)
    
    At July 31, 2008 this director had 40,000 ICP options
    outstanding.(4)
    
    See Note B  Summary of significant accounting
    policies (16) 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.   74




---



##### 



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


4,333,475



6.9J. Ryan VanWinkle






*Kevin T. Kelly


57,000



*Stephen L. Wambold






*Tod D. Brown






*George L. Koloroutis






*William K. Hoskins


22,000



*A. Andrew Levison


39,300



*John R. Lowden


5,000



*Michael F. Morrissey


1,000



*Billy D. Prim


412,155



*Elizabeth T. Solberg


8,431



*All Directors and Executive Officers as a Group


4,821,361



7.7     *
    
    Less than one percent  Rule 13d-3 and/or
       75




---



##### 



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)


61,700


$
17.92



273,926
(2)Total


61,700


$
17.92



273,926     (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; 76




---



##### 




    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.  Rule 16b-3
    and/or
    ITEM 13.
    CERTAIN
    RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
    INDEPENDENCE.  Related
    Party Transactions
   77




---



##### 



Certain
    Business Relationships
    Indebtedness
    of Management
    Transactions
    with Promoters
    ITEM 14.
    PRINCIPAL
    ACCOUNTANT FEES AND SERVICES.    2008


2007(In thousands)Audit fees(1)

$
1,539


$
1,506Audit related fees(2)


52



38All other fees(3)


7



7Total

$
1,598


$
1,551     (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. 78




---



##### 



(3)
    
    All other fees consist of 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.   PART IV  ITEM 15.
    EXHIBITS AND
    FINANCIAL STATEMENT SCHEDULES.  1.
    Financial
    Statements.  page F-1.
  2.
    Financial
    Statement Schedules.  page S-1.
  3.  Exhibits.
  page E-1.
 79




---



##### 



SIGNATURES
    
  By
    /s/  James.
    E. Ferrell        Signature

Title

Date/s/  James
    E. FerrellJames
    E. Ferrell

Chairman and Chief Executive Officer
    (Principal Executive Officer)

09/29/2008/s/  William
    K. HoskinsWilliam
    K. Hoskins

Director

09/29/2008/s/  A.
    Andrew LevisonA.
    Andrew Levison

Director

09/29/2008/s/  John
    R. LowdenJohn
    R. Lowden

Director

09/29/2008/s/  Michael
    F. MorrisseyMichael
    F. Morrissey

Director

09/29/2008/s/  Billy
    D. PrimBilly
    D. Prim

Director

09/29/2008/s/  Elizabeth
    T. SolbergElizabeth
    T. Solberg

Director

09/29/2008/s/  J.
    Ryan VanWinkleJ.
    Ryan VanWinkle

Chief Financial Officer 
    (Principal Financial and Accounting Officer)

09/29/2008




---



##### 



SIGNATURES
      By
    /s/  James.
    E. Ferrell       Signature

Title

Date/s/  James
    E. FerrellJames
    E. Ferrell

Chief Executive Officer
    (Principal Executive Officer)

09/29/2008/s/  J.
    Ryan VanWinkleJ.
    Ryan VanWinkle

Chief Financial Officer and Sole Director
    (Principal Financial and Accounting Officer)

09/29/2008   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)

09/29/2008/s/  William
    K. HoskinsWilliam
    K. Hoskins

Director

09/29/2008/s/  A.
    Andrew LevisonA.
    Andrew Levison

Director

09/29/2008/s/  John
    R. LowdenJohn
    R. Lowden

Director

09/29/2008/s/  Michael
    F. MorrisseyMichael
    F. Morrissey

Director

09/29/2008/s/  Billy
    D. PrimBilly
    D. Prim

Director

09/29/2008/s/  Elizabeth
    T. SolbergElizabeth
    T. Solberg

Director

09/29/2008/s/  J.
    Ryan VanWinkleJ.
    Ryan VanWinkle

Chief Financial Officer 
    (Principal Financial and Accounting Officer)

09/29/2008




---



##### 



SIGNATURES
      By
    /s/  James.
    E. Ferrell       Signature

Title

Date/s/  James
    E. FerrellJames
    E. Ferrell

Chief Executive Officer
    (Principal Executive Officer)

09/29/2008/s/  J.
    Ryan VanWinkleJ.
    Ryan VanWinkle

Chief Financial Officer and Sole Director
    (Principal Financial and Accounting Officer)

09/29/2008




---



##### 



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


F-2Consolidated Balance Sheets  July 31, 2008 and
    2007


F-3Consolidated Statements of Earnings  Years ended
    July 31, 2008, 2007 and 2006


F-4Consolidated Statements of Partners Capital 
    Years ended July 31, 2008, 2007 and 2006


F-5Consolidated Statements of Cash Flows  Years ended
    July 31, 2008, 2007 and 2006


F-6Notes to Consolidated Financial Statements


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


F-28Balance Sheets  July 31, 2008 and 2007


F-29Statements of Earnings  Years ended July 31,
    2008, 2007 and 2006


F-30Statements of Stockholders Equity  Years ended
    July 31, 2008, 2007 and 2006


F-31Statements of Cash Flows  Years ended July 31,
    2008, 2007 and 2006


F-32Notes to Financial Statements


F-33Ferrellgas, L.P. and SubsidiariesReport of Independent Registered Public Accounting Firm


F-34Consolidated Balance Sheets  July 31, 2008 and
    2007


F-35Consolidated Statements of Earnings  Years ended
    July 31, 2008, 2007 and 2006


F-36Consolidated Statements of Partners Capital 
    Years ended July 31, 2008, 2007 and 2006


F-37Consolidated Statements of Cash Flows  Years ended
    July 31, 2008, 2007 and 2006


F-38Notes to Consolidated Financial Statements


F-39Ferrellgas Finance Corp.Report of Independent Registered Public Accounting Firm


F-57Balance Sheets  July 31, 2008 and 2007


F-58Statements of Earnings  Year ended July 31,
    2008, 2007 and 2006


F-59Statements of Stockholders Equity  Year ended
    July 31, 2008, 2007 and 2006


F-60Statements of Cash Flows  Year ended July 31,
    2008, 2007 and 2006


F-61Notes to Financial Statements


F-62  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 31,2008


2007(In thousands, except unit data)ASSETSCurrent assets:Cash and cash equivalents

$
16,614


$
20,685Accounts and notes receivable (net of allowance for doubtful
    accounts of $5,977 and $4,358 at 2008 and 2007, respectively)


145,081



118,320Inventories


152,301



113,807Price risk management assets


26,086



5,097Prepaid expenses and other current assets


10,924



11,675Total current assets


351,006



269,584Property, plant and equipment, net


685,328



720,190Goodwill


248,939



249,481Intangible assets, net


225,273



246,283Other assets, net


18,685



17,865Total assets

$
1,529,231


$
1,503,403LIABILITIES AND PARTNERS CAPITALCurrent liabilities:Accounts payable

$
71,348


$
62,103Short-term borrowings


125,729



57,779Other current liabilities


107,854



107,199Total current liabilities


304,931



227,081Long-term debt


1,034,719



1,011,751Other liabilities


23,237



22,795Contingencies and commitments (Note L)






Minority interest


4,220



5,119Partners capital:Common unitholders (62,961,674 and 62,957,674 units
    outstanding at 2008 and 2007, respectively)


201,618



289,075General partner unitholder (635,977 and 635,936 units
    outstanding at 2008 and 2007, respectively)


(58,036
)


(57,154
)Accumulated other comprehensive income


18,542



4,736Total partners capital


162,124



236,657Total liabilities and partners capital

$
1,529,231


$
1,503,403    F-3




---



##### 



FERRELLGAS
    PARTNERS, L.P. AND SUBSIDIARIES
  CONSOLIDATED STATEMENTS OF EARNINGS
  For the Year Ended July 31,2008


2007


2006(In thousands, except per unit data)Revenues:Propane and other gas liquids sales

$
2,055,281


$
1,757,423


$
1,697,940Other


235,408



235,017



197,530Total revenues


2,290,689



1,992,440



1,895,470Costs and expenses:Cost of product sold  propane and other gas liquids
    sales


1,491,918



1,147,169



1,109,177Cost of product sold  other


136,478



157,223



122,450Operating expense


372,078



380,838



374,843Depreciation and amortization expense


85,521



87,383



84,953General and administrative expense


45,612



44,870



47,689Equipment lease expense


24,478



26,142



27,320Employee stock ownership plan compensation charge


12,413



11,225



10,277Loss on disposal of assets and other


11,250



10,822



7,539Operating income


110,941



126,768



111,222Interest expense


(86,712
)


(87,953
)


(84,235
)Other interest income


1,039



3,145



2,046Earnings before income taxes and minority interest


25,268



41,960



29,033Income tax expense


82



6,560



3,524Minority interest


497



600



500Net earnings


24,689



34,800



25,009Net earnings available to general partner unitholder


247



348



250Net earnings available to common unitholders

$
24,442


$
34,452


$
24,759Basic and diluted net earnings available per common unit

$
0.39


$
0.55


$
0.41    F-4




---



##### 



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








Comprehensive IncomeGeneral





General





Currency





TotalCommon


Partner


Common


Partner


Risk


Translation


Pension


PartnersUnitholders


Unitholder


Unitholders


Unitholder


Management


Adjustments


Liability


Capital(In thousands)Balance 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
)


236,657Contribution in connection with ESOP and stock-based
    compensation charges










13,945



141















14,086Common unit distributions










(125,919
)


(1,271
)














(127,190
)Common unit options exercised


4.0



0.1



75



1















76Comprehensive income:Net earnings










24,442



247















24,689Other comprehensive income (loss):Net earnings on risk management derivatives


















18,749







Reclassification of derivatives to earnings


















(5,055
)






Foreign currency translation adjustments






















(10
)


Tax effect on foreign currency translation adjustments






















6



Pension liability adjustment


























116



13,806Comprehensive income






























38,495Balance at July 31, 2008


62,961.7



636.0


$
201,618


$
(58,036
)

$
18,749


$
26


$
(233
)

$
162,124    F-5




---



##### 



FERRELLGAS
    PARTNERS, L.P. AND SUBSIDIARIESCONSOLIDATED STATEMENTS OF CASH FLOWS
  For the Year Ended July 31,2008


2007


2006(In thousands)Cash flows from operating activities:Net earnings

$
24,689


$
34,800


$
25,009Reconciliation of net earnings to net cash provided by operating
    activities:Depreciation and amortization expense


85,521



87,383



84,953Employee stock ownership plan compensation charge


12,413



11,225



10,277Stock-based compensation charge


1,816



889



1,863Loss on disposal of assets


4,820



4,232



1,188Loss on transfer of accounts receivable related to the accounts
    receivable securitization


10,548



10,384



10,075Minority interest


497



600



500Deferred tax expense (benefit)


(1,650
)


3,099



662Other


6,408



4,431



5,803Changes in operating assets and liabilities, net of effects from
    business acquisitions:Accounts and notes receivable, net of securitization


(48,606
)


1,105



(20,412
)Inventories


(40,920
)


40,984



(57,334
)Prepaid expenses and other current assets


751



1,529



(2,330
)Accounts payable


8,523



(21,295
)


18,491Accrued interest expense


(3,572
)


(1,353
)


472Other current liabilities


(2,497
)


(26,218
)


8,750Other liabilities


151



819



1,061Accounts receivable securitization:Proceeds from new accounts receivable securitizations


103,000



100,000



107,000Proceeds from collections reinvested in revolving period
    accounts receivable securitizations


1,365,655



1,156,214



1,184,987Remittances of amounts collected as servicer of accounts
    receivable securitizations


(1,456,655
)


(1,265,214
)


(1,287,987
)Net cash provided by operating activities


70,892



143,614



93,028Cash flows from investing activities:Business acquisitions, net of cash acquired


(191
)


(31,688
)


(21,231
)Capital expenditures  technology initiative










(915
)Capital expenditures  other


(43,823
)


(46,667
)


(42,451
)Proceeds from sale of assets


10,874



9,830



18,950Other


(2,991
)


(6,540
)


(5,661
)Net cash used in investing activities


(36,131
)


(75,065
)


(51,308
)Cash flows from financing activities:Distributions


(127,190
)


(127,072
)


(122,197
)Issuance of common units, net of issuance costs of $226






44,319



Proceeds from increase in long-term debt


115,249



74,568



45,453Reductions in long-term debt


(92,985
)


(60,942
)


(3,050
)Net additions to short-term borrowings


67,950



5,132



32,847Cash paid for financing costs


(383
)


(367
)


(375
)Minority interest activity


(1,539
)


(1,536
)


(1,489
)Proceeds from exercise of common unit options


76



1,025



3,124Cash contribution from general partner






470



16Net cash used in financing activities


(38,822
)


(64,403
)


(45,671
)Effect of exchange rate changes on cash


(10
)


14



(29
)Increase (decrease) in cash and cash equivalents


(4,071
)


4,160



(3,980
)Cash and cash equivalents  beginning of year


20,685



16,525



20,505Cash and cash equivalents  end of year

$
16,614


$
20,685


$
16,525    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:
 F-7




---



##### 



FERRELLGAS
    PARTNERS, L.P. AND SUBSIDIARIES
  NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Principles of
    consolidation:
  Cash and cash equivalents and non-cash
    activities:
  For the Year Ended July 31,2008


2007


2006CASH PAID FOR:Interest

$
88,380


$
87,035


$
81,592Income taxes

$
3,841


$
3,742


$
990NON-CASH INVESTING ACTIVITIES:Issuance of common units in connection with acquisitions

$



$
2,751


$
12,372Assumption of liabilities in connection with acquisitions

$



$
2,426


$
4,883Property, plant and equipment additions

$
1,970


$
1,187


$
1,443   Accounts receivable
    securitization:
    Inventories:
  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:
 F-9




---



##### 



FERRELLGAS
    PARTNERS, L.P. AND SUBSIDIARIES
  NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Shipping and handling
    expenses:
  Cost of product sold:
  Operating expenses:
  General and administrative
    expenses:
  Unit and stock-based compensation:
  Ferrellgas
    Unit Option Plan (UOP)
    Ferrell
    Companies, Inc. Incentive Compensation Plan
    (ICP)
   F-10




---



##### 



FERRELLGAS
    PARTNERS, L.P. AND SUBSIDIARIES
  NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Income taxes:
    For the Year Ended July 31,2008


2007


2006Current expense

$
1,732


$
3,461


$
2,862Deferred expense (benefit)


(1,650
)


3,099



662Total income tax expense

$
82


$
6,560


$
3,524     2008


2007Deferred tax assets

$
4,065


$
1,718Deferred tax liabilities


(4,689
)


(4,000
)Net deferred tax liability

$
(624
)

$
(2,282
)    F-11




---



##### 



FERRELLGAS
    PARTNERS, L.P. AND SUBSIDIARIES
  NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Sales taxes:
  Net earnings per common
    unit:
  Segment
    information:
  New accounting
    standards:
          No. 07-4,
 F-12




---



##### 



FERRELLGAS
    PARTNERS, L.P. AND SUBSIDIARIES
  NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    C.
    Business
    combinations        
    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; F-13




---



##### 



FERRELLGAS
    PARTNERS, L.P. AND SUBSIDIARIES
  NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   
    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
    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;
    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     D.
    Quarterly
    distributions of available cash       F-14




---



##### 



FERRELLGAS
    PARTNERS, L.P. AND SUBSIDIARIES
  NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    E.
    Supplemental
    financial statement information    2008


2007Propane gas and related products

$
128,776


$
89,769Appliances, parts and supplies


23,525



24,038$
152,301


$
113,807       EstimatedUseful lives

2008


2007Land

Indefinite

$
30,840


$
31,463Land improvements

2-20


10,585



10,091Buildings and improvements

20


63,777



63,472Vehicles, including transport trailers

8-20


96,351



91,529Bulk equipment and district facilities

5-30


97,489



95,908Tanks, cylinders and customer equipment

2-30


761,065



767,096Computer and office equipment

2-5


116,873



111,735Construction in progress

n/a


9,575



9,2811,186,555



1,180,575Less: accumulated depreciation




501,227



460,385$
685,328


$
720,190    F-15




---



##### 



FERRELLGAS
    PARTNERS, L.P. AND SUBSIDIARIES
  NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    2008


2007Accrued interest

$
19,875


$
23,447Accrued payroll


12,621



16,680Accrued insurance


10,987



11,602Customer deposits and advances


25,065



21,018Other


39,306



34,452$
107,854


$
107,199     For the Year Ended July 31,2008


2007


2006Loss on disposal of assets

$
4,820


$
4,232


$
1,188Loss on transfer of accounts receivable related to the accounts
    receivable securitization


10,548



10,384



10,075Service income related to the accounts receivable securitization


(4,118
)


(3,794
)


(3,724
)Loss on disposal of assets and other

$
11,250


$
10,822


$
7,539     For the Year Ended July 31,2008


2007


2006Operating expense

$
171,938


$
163,193


$
148,125Depreciation and amortization expense


5,096



5,308



5,837Equipment lease expense


22,703



23,465



24,356$
199,737


$
191,966


$
178,318   F.
    Accounts
    receivable securitization  364-day 364-day
   F-16




---



##### 



FERRELLGAS
    PARTNERS, L.P. AND SUBSIDIARIES
  NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    2008

2007Retained interest

$
22,753


$
14,022Accounts receivable transferred

$
97,333


$
76,250       For the Year Ended July 31,2008

2007

2006Net non-cash activity

$
6,430


$
2,964


$
2,579Bad debt expense

$



$
202


$
618     G.
    Goodwill
    and intangible assets, net    July 31, 2008


July 31, 2007Gross








GrossCarrying


Accumulated





Carrying


AccumulatedAmount


Amortization


Net


Amount


Amortization


NetGoodwill, net

$
248,939


$



$
248,939


$
249,481


$



$
249,481Intangible Assets, netAmortized intangible assetsCustomer lists

$
363,242


$
(207,107
)

$
156,135


$
363,285


$
(189,314
)

$
173,971Non-compete agreements


43,042



(35,081
)


7,961



43,043



(32,260
)


10,783Other


3,572



(1,502
)


2,070



5,368



(2,945
)


2,423409,856



(243,690
)


166,166



411,696



(224,519
)


187,177Unamortized intangible assetsTrade names & trademarks


59,107







59,107



59,106







59,106Total intangible assets, net

$
468,963


$
(243,690
)

$
225,273


$
470,802


$
(224,519
)

$
246,283    F-17




---



##### 



FERRELLGAS
    PARTNERS, L.P. AND SUBSIDIARIES
  NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Aggregate amortization expense:
  For the year ended July 31,2008

$
20,9702007


22,5532006


22,256   Estimated amortization expense:
  For the year ended July 31,2009

$
19,8552010


18,7842011


18,6272012


18,1792013


17,628   H.
    Long-term
    debt    2008


2007Senior notesFixed rate,
    Series C-E,
    ranging from 7.12% to 7.42% due
    2008-2013(1)

$
204,000


$
204,000Fixed rate, 8.75%, due 2012, net of unamortized premium of
    $1,471 and $1,851 at July 31, 2008 and 2007, respectively(2)


269,471



269,851Fixed rate, Series C, 8.87%, due 2009(3)


73,000



163,000Fixed rate, 6.75% due 2014, net of unamortized discount of $518
    and $609 at July 31, 2008 and 2007, respectively(4)


249,482



249,391Credit facilities, variable interest rates, expiring 2009
    and 2010 (net of $125.7 million and $57.8 million
    classified as short-term borrowings at July 31, 2008 and
    2007, respectively)


235,270



120,021Notes payable, 7.9% weighted average interest rate in
    2008 and 2007, due 2008 to 2016, net of unamortized discount of
    $1,160 and $1,647 at 2008 and 2007, respectively


5,864



8,395Capital lease obligations


29



501,037,116



1,014,708Less: current portion, included in other current liabilities on
    the consolidated balance sheets


2,397



2,957$
1,034,719


$
1,011,751     (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 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. F-18




---



##### 



FERRELLGAS
    PARTNERS, L.P. AND SUBSIDIARIES
  NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   (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 C notes is due on August 1, 2009. 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
    credit facilities
           F-19




---



##### 



FERRELLGAS
    PARTNERS, L.P. AND SUBSIDIARIES
  NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  short-term
    
    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, 2008, the federal funds rate and Bank of
    Americas prime rate were 2.09% and 5.00%,
    respectively); or
    the Eurodollar Rate plus a margin varying from 1.50% to 2.50%
    (as of July 31, 2008, the one-month and three-month
    Eurodollar Rates were 2.65% and 3.00%, respectively).          ScheduledAnnualPrincipalPaymentsFor the year ended July 31,2009

$
54,3972010


169,1452011


82,9952012


268,9152013


360Thereafter


461,511Total

$
1,037,323    F-20




---



##### 



FERRELLGAS
    PARTNERS, L.P. AND SUBSIDIARIES
  NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  I.
    Partners
    capital    2008


2007Third parties(1)


38,300,533



38,337,983Ferrell Companies(2)


20,080,776



20,080,776FCI Trading Corp.(3)


195,686



195,686Ferrell Propane, Inc.(4)


51,204



51,204James E. Ferrell(5)


4,333,475



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-21




---



##### 



FERRELLGAS
    PARTNERS, L.P. AND SUBSIDIARIES
  NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Common
    unit and general partner distributions
    For the Year Ended July 31,2008


2007


2006Third parties

$
76,646


$
76,562


$
75,641Ferrell Companies


40,160



40,162



36,378FCI Trading


392



391



391Ferrell Propane


104



102



102Mr. Ferrell


8,616



8,584



8,464General partner


1,272



1,271



1,221$
127,190


$
127,072


$
122,197     Ferrell Companies

$
10,040FCI Trading


98Ferrell Propane


26Mr. Ferrell


2,167General partner


318   J.
    Derivatives      2008

2007

2006Fair value adjustment classified as OCI

$
18,749


$
5,055


$
2,540Reclassification of net gains to statement of earnings

$
(5,055
)

$
(2,126
)

$
(484
)  F-22




---



##### 



FERRELLGAS
    PARTNERS, L.P. AND SUBSIDIARIES
  NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    K.
    Transactions
    with related parties    For the Year Ended July 31,2008

2007

2006Operating expense

$
185,576


$
202,824


$
202,790General and administrative expense

$
27,203


$
26,542


$
24,614   brother-in-law
          L.
    Contingencies
    and commitments  Litigation
   F-23




---



##### 



FERRELLGAS
    PARTNERS, L.P. AND SUBSIDIARIES
  NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Long-term
    debt-related commitments
    Operating
    lease commitments and buyouts
          Future Minimum Rental and Buyout Amounts by Fiscal Year2009

2010

2011

2012

2013

ThereafterOperating lease obligations

$
27,462


$
17,314


$
12,337


$
6,307


$
3,964


$
12,790Operating lease buyouts

$
11,730


$
3,443


$
4,850


$
2,779


$
357


$
1,185     M.
    Employee
    benefits   F-24




---



##### 



FERRELLGAS
    PARTNERS, L.P. AND SUBSIDIARIES
  NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
        N.
    Earnings
    per common unit    EITF 03-6, Earnings per Share, EITF 03-6 EITF 03-6
 F-25




---



##### 



FERRELLGAS
    PARTNERS, L.P. AND SUBSIDIARIES
  NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    For the Year Ended July 31,2008


2007


2006Net earnings available to common unitholders

$
24,442


$
34,452


$
24,759Weighted average common units outstanding (in thousands)


62,959.5



62,755.8



60,459.5Basic and diluted net earnings available per common unit

$
0.39


$
0.55


$
0.41   O.
    Quarterly
    data (unaudited)  EITF 03-6
  For the Year Ended July 31, 2008First


Second


Third


FourthQuarter


Quarter


Quarter


QuarterRevenues

$
394,916


$
763,968


$
712,090


$
419,715Gross margin from propane and other gas liquids sales(a)


106,416



179,932



165,968



111,047Net earnings (loss)


(22,900
)


51,198



35,171



(38,780
)Net earnings (loss) available to common unitholders


(22,671
)


47,541



34,819



(38,392
)Basic and diluted earnings (loss) per common unit available to
    common unitholders

$
(0.36
)

$
0.76


$
0.55


$
(0.61
)   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
)     (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-26




---



##### 



FERRELLGAS
    PARTNERS, L.P. AND SUBSIDIARIES
  NOTES TO CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   P.
    Subsequent
    events     F-27




---



##### 



REPORT OF
    INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM            
    F-28




---



##### 



FERRELLGAS
    PARTNERS FINANCE CORP.
    (a wholly-owned subsidiary of Ferrellgas Partners, L.P.)
    BALANCE SHEETS  July 31,2008


2007ASSETSCash

$
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


5,149



4,157Accumulated deficit


(5,149
)


(4,157
)Total stockholders equity

$
1,000


$
1,000    F-29




---



##### 



FERRELLGAS
    PARTNERS FINANCE CORP.
    (a wholly-owned subsidiary of Ferrellgas Partners, L.P.)
    STATEMENTS OF EARNINGS  For the Year Ended July 31,2008

2007

2006General and administrative expense

$
992


$
444


$
431Net loss

$
(992
)

$
(444
)

$
(431
)    F-30




---



##### 



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, 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
)


1,000Capital contribution










992







992Net loss














(992
)


(992
)July 31, 2008


1,000


$
1,000


$
5,149


$
(5,149
)

$
1,000    F-31




---



##### 



FERRELLGAS
    PARTNERS FINANCE CORP.
    (a wholly-owned subsidiary of Ferrellgas Partners, L.P.)
    STATEMENTS OF CASH FLOWS  For the Year Ended July 31,2008


2007


2006Cash flows from operating activities:Net loss

$
(992
)

$
(444
)

$
(431
)Cash used by operating activities


(992
)


(444
)


(431
)Cash flows from financing activities:Capital contribution


992



444



431Cash provided by financing activities


992



444



431Change in cash










Cash  beginning of year


1,000



1,000



1,000Cash  end of year

$
1,000


$
1,000


$
1,000    F-32




---



##### 



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-33




---



##### 



REPORT OF
    INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM            Internal Control  Integrated Framework
  
    F-34




---



##### 



FERRELLGAS,
    L.P. AND SUBSIDIARIES



CONSOLIDATED
    BALANCE SHEETS  July 31,2008


2007(In thousands)ASSETSCurrent assets:Cash and cash equivalents

$
16,545


$
20,407Accounts and notes receivable (net of allowance for doubtful
    accounts of $5,977 and $4,358 at 2008 and 2007, respectively)


145,081



118,320Inventories


152,301



113,807Price risk management assets


26,086



5,097Prepaid expenses and other current assets


10,251



11,006Total current assets


350,264



268,637Property, plant and equipment, net


685,328



720,190Goodwill


248,939



249,481Intangible assets, net


225,273



246,283Other assets, net


16,817



15,360Total assets

$
1,526,621


$
1,499,951LIABILITIES AND PARTNERS CAPITALCurrent liabilities:Accounts payable

$
71,348


$
62,103Short-term borrowings


125,729



57,779Other current liabilities


104,790



104,018Total current liabilities


301,867



223,900Long-term debt


765,248



741,900Other liabilities


23,237



22,795Contingencies and commitments (Note L)






Partners capital:Limited partner


413,507



501,501General partner


4,220



5,119Accumulated other comprehensive income


18,542



4,736Total partners capital


436,269



511,356Total liabilities and partners capital

$
1,526,621


$
1,499,951    F-35




---



##### 



FERRELLGAS,
    L.P. AND SUBSIDIARIES



CONSOLIDATED
    STATEMENTS OF EARNINGS  For the Year Ended July 31,2008


2007


2006(In thousands)Revenues:Propane and other gas liquids sales

$
2,055,281


$
1,757,423


$
1,697,940Other


235,408



235,017



197,530Total revenues


2,290,689



1,992,440



1,895,470Costs and expenses:Cost of product sold  propane and other gas liquids
    sales


1,491,918



1,147,169



1,109,177Cost of product sold  other


136,478



157,223



122,450Operating expense


371,819



380,563



374,585Depreciation and amortization expense


85,521



87,383



84,953General and administrative expense


45,612



44,870



47,689Equipment lease expense


24,478



26,142



27,320Employee stock ownership plan compensation charge


12,413



11,225



10,277Loss on disposal of assets and other


11,250



10,822



7,539Operating income


111,200



127,043



111,480Interest expense


(63,001
)


(64,201
)


(60,537
)Other interest income


1,039



3,145



2,046Earnings before income taxes


49,238



65,987



52,989Income tax expense


6



6,560



3,524Net earnings

$
49,232


$
59,427


$
49,465    F-36




---



##### 



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, 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
)


511,356Contributions in connection with ESOP and stock-based
    compensation charges


14,086



143















14,229Quarterly distributions


(150,815
)


(1,539
)














(152,354
)Comprehensive income:Net earnings


48,735



497















49,232Other comprehensive income (loss):Net earnings on risk management derivatives










18,749







Reclassification of derivatives to earnings










(5,055
)






Foreign currency translation adjustments














(10
)


Tax effect on foreign currency translation adjustments














6Pension liability adjustment


















116



13,806Comprehensive income






















63,038Balance at July 31, 2008

$
413,507


$
4,220


$
18,749


$
26


$
(233
)

$
436,269    F-37




---



##### 



FERRELLGAS,
    L.P. AND SUBSIDIARIES



CONSOLIDATED
    STATEMENTS OF CASH FLOWS  For the Year Ended July 31,2008


2007


2006(In thousands)Cash flows from operating activities:Net earnings

$
49,232


$
59,427


$
49,465Reconciliation of net earnings to net cash provided by operating
    activities:Depreciation and amortization expense


85,521



87,383



84,953Employee stock ownership plan compensation charge


12,413



11,225



10,277Stock-based compensation charge


1,816



889



1,863Loss on disposal of assets


4,820



4,232



1,188Loss on transfer of accounts receivable related to the accounts
    receivable securitization


10,548



10,384



10,075Deferred tax expense (benefit)


(1,650
)


3,099



662Other


6,151



4,185



5,542Changes in operating assets and liabilities, net of effects from
    business acquisitions:Accounts and notes receivable, net of securitization


(48,606
)


1,105



(20,412
)Inventories


(40,920
)


40,984



(57,334
)Prepaid expenses and other current assets


755



1,528



(2,293
)Accounts payable


8,523



(21,295
)


18,491Accrued interest expense


(3,572
)


(1,353
)


472Other current liabilities


(2,380
)


(26,186
)


8,740Other liabilities


151



819



1,061Accounts receivable securitization:Proceeds from new accounts receivable securitizations


103,000



100,000



107,000Proceeds from collections reinvested in revolving period
    accounts receivable securitizations


1,365,655



1,156,214



1,184,987Remittances of amounts collected as servicer of accounts
    receivable securitizations


(1,456,655
)


(1,265,214
)


(1,287,987
)Net cash provided by operating activities


94,802



167,426



116,750Cash flows from investing activities:Business acquisitions, net of cash acquired


(191
)


(31,715
)


(21,342
)Capital expenditures  technology initiative










(915
)Capital expenditures  other


(43,823
)


(46,667
)


(42,451
)Proceeds from sale of assets


10,874



9,830



18,950Other


(2,991
)


(6,540
)


(5,656
)Net cash used in investing activities


(36,131
)


(75,092
)


(51,414
)Cash flows from financing activities:Distributions


(152,354
)


(152,058
)


(147,427
)Contributions from partners






46,570



1,554Proceeds from increase in long-term debt


115,249



74,568



45,453Reductions in long-term debt


(92,985
)


(60,942
)


(3,050
)Net additions to short-term borrowings


67,950



5,132



32,847Cash paid for financing costs


(383
)


(86
)


Net cash used in financing activities


(62,523
)


(86,816
)


(70,623
)Effect of exchange rate changes on cash


(10
)


14



(29
)Increase (decrease) in cash and cash equivalents


(3,862
)


5,532



(5,316
)Cash and cash equivalents  beginning of year


20,407



14,875



20,191Cash and cash equivalents  end of year

$
16,545


$
20,407


$
14,875    F-38




---



##### 



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-39




---



##### 



FERRELLGAS,
    L.P. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Cash and cash equivalents and non-cash
    activities: :
  For the Year Ended July 31,2008


2007


2006CASH PAID FOR:Interest

$
64,922


$
63,584


$
58,141Income taxes

$
3,766


$
3,742


$
990NON-CASH INVESTING ACTIVITIES:Assets contributed from Ferrellgas Partners in connection with
    acquisitions

$



$
2,009


$
13,198Issuance of liabilities in connection with acquisitions

$



$
2,426


$
4,189Property, plant and equipment additions

$
1,970


$
1,187


$
1,443   Accounts receivable
    securitization:
    Inventories:
  Property, plant and
    equipment:
  Goodwill:
 F-40




---



##### 



FERRELLGAS,
    L.P. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Intangible assets:
  Derivatives and hedging
    activities:
  Revenue recognition:
  Shipping and handling
    expenses:
 F-41




---



##### 



FERRELLGAS,
    L.P. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Cost of product sold:
  Operating expenses:
  General and administrative
    expenses:
  Stock-based
    compensation:
  Ferrellgas
    Unit Option Plan (UOP)
    Ferrell
    Companies, Inc. Incentive Compensation Plan
    (ICP)
   F-42




---



##### 



FERRELLGAS,
    L.P. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    Income taxes:
    For the Year Ended July 31,2008


2007


2006Current expense

$
1,656


$
3,461


$
2,862Deferred expense (benefit)


(1,650
)


3,099



662Total income tax expense

$
6


$
6,560


$
3,524     2008


2007Deferred tax assets

$
4,065


$
1,718Deferred tax liabilities


(4,689
)


(4,000
)Net deferred tax liability

$
(624
)

$
(2,282
)     Sales taxes:
 F-43




---



##### 



FERRELLGAS,
    L.P. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Segment
    information:
  New accounting
    standards:
        No. 07-4,
    C.
    Business
    combinations        
    Pacer-Valley Propane, LLC, based in California, acquired August
    2006;
    Lake Propane, based in California, acquired August 2006; F-44




---



##### 



FERRELLGAS,
    L.P. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
   
    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
    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;
    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. F-45




---



##### 



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

$
689Customer tanks, buildings, land and other


9,640Non-compete agreements


5,598Customer lists


9,586Goodwill


13,218Other assets


15$
38,746     D.
    Quarterly
    distributions of available cash      E.
    Supplemental
    financial statement information    2008


2007Propane gas and related products

$
128,776


$
89,769Appliances, parts and supplies


23,525



24,038$
152,301


$
113,807    F-46




---



##### 



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

2008


2007Land

Indefinite

$
30,840


$
31,463Land improvements

2-20


10,585



10,091Buildings and improvements

20


63,777



63,472Vehicles, including transport trailers

8-20


96,351



91,529Bulk equipment and district facilities

5-30


97,489



95,908Tanks, cylinders and customer equipment

2-30


761,065



767,096Computer and office equipment

2-5


116,873



111,735Construction in progress

n/a


9,575



9,2811,186,555



1,180,575Less: accumulated depreciation




501,227



460,385$
685,328


$
720,190       2008


2007Accrued interest

$
16,879


$
20,451Accrued payroll


12,621



16,680Accrued insurance


10,987



11,602Customer deposits and advances


25,065



21,018Other


39,238



34,267$
104,790


$
104,018     For the Year Ended July 31,2008


2007


2006Loss on disposal of assets

$
4,820


$
4,232


$
1,188Loss on transfer of accounts receivable related to the accounts
    receivable securitization


10,548



10,384



10,075Service income related to the accounts receivable securitization


(4,118
)


(3,794
)


(3,724
)Loss on disposal of assets and other

$
11,250


$
10,822


$
7,539     For the Year Ended July 31,2008


2007


2006Operating expense

$
171,938


$
163,193


$
148,125Depreciation and amortization expense


5,096



5,308



5,837Equipment lease expense


22,703



23,465



24,356$
199,737


$
191,966


$
178,318  F-47




---



##### 



FERRELLGAS,
    L.P. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  F.
    Accounts
    receivable securitization  364-day 364-day
    2008


2007Retained interest

$
22,753


$
14,022Accounts receivable transferred

$
97,333


$
76,250       For the Year Ended July 31,2008


2007


2006Net non-cash activity

$
6,430


$
2,964


$
2,579Bad debt expense

$



$
202


$
618    F-48




---



##### 



FERRELLGAS,
    L.P. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  G.
    Goodwill
    and intangible assets, net    July 31, 2008


July 31, 2007Gross








GrossCarrying


Accumulated





Carrying


AccumulatedAmount


Amortization


Net


Amount


Amortization


NetGoodwill, net

$
248,939


$



$
248,939


$
249,481


$



$
249,481Intangible assets, netAmortized intangible assetsCustomer lists

$
363,242


$
(207,107
)

$
156,135


$
363,285


$
(189,314
)

$
173,971Non-compete agreements


43,042



(35,081
)


7,961



43,043



(32,260
)


10,783Other


3,572



(1,502
)


2,070



5,368



(2,945
)


2,423409,856



(243,690
)


166,166



411,696



(224,519
)


187,177Unamortized intangible assetsTrade names & trademarks


59,107







59,107



59,106







59,106Total intangible assets, net

$
468,963


$
(243,690
)

$
225,273


$
470,802


$
(224,519
)

$
246,283     Aggregate amortization expense
    2008

$
20,9702007


22,5532006


22,256   Estimated amortization expense
    2009

$
19,8552010


18,7842011


18,6272012


18,1792013


17,628  F-49




---



##### 



FERRELLGAS,
    L.P. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  H.
    Long-term
    debt    2008


2007Senior notesFixed rate,
    Series C-E,
    ranging from 7.12% to 7.42%, due
    2008-2013(1)

$
204,000


$
204,000Fixed rate, Series C, 8.87%, due 2009(2)


73,000



163,000Fixed rate, 6.75% due 2014, net of unamortized discount of $518
    and $609 at July 31, 2008 and 2007, respectively(3)


249,482



249,391Credit facilities, variable interest rates, expiring 2009
    and 2010 (net of $125.7 million and $57.8 million
    classified as short-term borrowings at 2008 and 2007,
    respectively)


235,270



120,021Notes payable, 7.9% weighted average interest rate in
    2008 and 2007, due 2008 to 2016, net of unamortized discount of
    $1,160 and $1,647 at 2008 and 2007, respectively


5,864



8,395Capital lease obligations


29



50767,645



744,857Less: current portion, included in other current liabilities on
    the consolidated balance sheets


2,397



2,957$
765,248


$
741,900     (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 C notes are due on
    August 1, 2009. 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 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.       F-50




---



##### 



FERRELLGAS,
    L.P. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
  Unsecured
    credit facilities
              
    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, 2008, the federal funds rate and Bank of
    Americas prime rate were 2.09% and 5.00%,
    respectively); or
    the Eurodollar Rate plus a margin varying from 1.50% to 2.50%
    (as of July 31, 2008, the one-month and three-month
    Eurodollar Rates were 2.65% and 3.00%, respectively).       F-51




---



##### 



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

Payments2009

$
54,3972010


169,1452011


82,9952012


9152013


360Thereafter


461,511Total

$
769,323     I.
    Partners
    capital  Partnership
    distributions paid
  For the Year Ended July 31,2008


2007


2006Ferrellgas Partners

$
150,815


$
150,522


$
145,938General partner

$
1,539


$
1,536


$
1,489     Partnership
    contributions received
          J.
    Derivatives   F-52




---



##### 



FERRELLGAS,
    L.P. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
      2008


2007


2006Fair value adjustment classified as OCI

$
18,749


$
5,055


$
2,540Reclassification of net gains to statement of earnings

$
(5,055
)

$
(2,126
)

$
(484
)     K.
    Transactions
    with related parties    For the Year Ended July 31,2008


2007


2006Operating expense

$
185,576


$
202,824


$
202,790General and administrative expense

$
27,203


$
26,542


$
24,614   brother-in-law
 F-53




---



##### 



FERRELLGAS,
    L.P. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
          L.
    Contingencies
    and commitments  Litigation
    Long-term
    debt-related commitments
    Operating
    lease commitments and buyouts
     F-54




---



##### 



FERRELLGAS,
    L.P. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
        Future Minimum Rental and Buyout Amounts by Fiscal Year2009


2010


2011


2012


2013


ThereafterOperating lease obligations

$
27,462


$
17,314


$
12,337


$
6,307


$
3,964


$
12,790Operating lease buyouts

$
11,730


$
3,443


$
4,850


$
2,779


$
357


$
1,185     M.
    Employee
    benefits          N.
    Quarterly
    data (unaudited)   F-55




---



##### 



FERRELLGAS,
    L.P. AND SUBSIDIARIES
  NOTES TO
    CONSOLIDATED FINANCIAL
    STATEMENTS  (Continued)
    For the Year Ended July 31, 2008First Quarter


Second Quarter


Third Quarter


Fourth QuarterRevenues

$
394,916


$
763,968


$
712,090


$
419,715Gross margin from propane and other gas liquids sales(a)


106,416



179,932



165,968



111,047Net earnings (loss)


(17,084
)


57,854



41,588



(33,126
)   For the Year Ended July 31, 2007First Quarter


Second Quarter


Third Quarter


Fourth 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
)     (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.  O.
    Subsequent
    Events     F-56




---



##### 



REPORT OF
    INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM            DELOITTE &
    TOUCHE
    F-57




---



##### 



FERRELLGAS
    FINANCE CORP.
    (a wholly-owned subsidiary of Ferrellgas, L.P.)BALANCE SHEETS
  July 31,2008


2007ASSETSCash

$
1,100


$
1,000Total assets

$
1,100


$
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


3,312



2,220Accumulated deficit


(3,212
)


(2,220
)Total stockholders equity

$
1,100


$
1,000    F-58




---



##### 



FERRELLGAS
    FINANCE CORP.
    (a wholly-owned subsidiary of Ferrellgas, L.P.)STATEMENTS OF EARNINGS
  For the Year Ended July 31,2008


2007


2006General and administrative expense

$
992


$
444


$
431Net loss

$
(992
)

$
(444
)

$
(431
)    F-59




---



##### 



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, 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
)


1,000Capital contribution










1,092







1,092Net loss














(992
)


(992
)July 31, 2008


1,000


$
1,000


$
3,312


$
(3,212
)

$
1,100    F-60




---



##### 



FERRELLGAS
    FINANCE CORP.
    (a wholly-owned subsidiary of Ferrellgas, L.P.)STATEMENTS OF CASH FLOWS
  For the Year Ended July 31,2008


2007


2006Cash flows from operating activities:Net loss

$
(992
)

$
(444
)

$
(431
)Cash used by operating activities


(992
)


(444
)


(431
)Cash flows from financing activities:Capital contribution


1,092



444



431Cash provided by financing activities


1,092



444



431Change in cash


100







Cash  beginning of year


1,000



1,000



1,000Cash  end of year

$
1,100


$
1,000


$
1,000    F-61




---



##### 



FERRELLGAS
    FINANCE CORP.
    (a wholly-owned subsidiary of Ferrellgas, L.P.)NOTES TO FINANCIAL STATEMENTS
  A.
    Formation        B.
    Commitment  3 4 3 4
    C.
    Income
    Taxes     F-62




---



##### 



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

Parent Only Balance Sheets as of July 31, 2008 and 2007 and
    Statements of Earnings and Cash Flows for the years ended July
    31, 2008, 2007 and 2006


S-2Schedule II

Valuation and Qualifying Accounts for the years ended July 31,
    2008, 2007 and 2006.


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

Valuation and Qualifying Accounts for the years ended July 31,
    2008, 2007 and 2006.


S-6  S-1




---



##### 



Schedule I  FERRELLGAS
    PARTNERS, L.P.
    PARENT ONLY
    BALANCE SHEETS
  July 31,2008


2007(In thousands, except unit data)ASSETSCash and cash equivalents

$
69


$
278Prepaid expenses and other current assets


673



669Investment in Ferrellgas, L.P.


432,049



506,237Other assets, net


1,868



2,505Total assets

$
434,659


$
509,689LIABILITIES AND PARTNERS CAPITALOther current liabilities

$
3,064


$
3,181Long term debt


269,471



269,851Partners capitalCommon unitholders (62,961,674 and 62,957,674 units
    outstanding at 2008 and 2007, respectively)


201,618



289,075General partner (635,977 and 635,936 units outstanding at
    2008 and 2007, respectively)


(58,036
)


(57,154
)Accumulated other comprehensive income


18,542



4,736Total partners capital


162,124



236,657Total liabilities and partners capital

$
434,659


$
509,689  S-2




---



##### 



Schedule I
  FERRELLGAS
    PARTNERS, L.P.
    PARENT ONLY
    STATEMENTS OF EARNINGS
  For the Year Ended July 31,2008


2007


2006(In thousands)Equity in earnings of Ferrellgas, L.P.

$
48,735


$
58,827


$
49,465Operating expense


259



275



258Operating income


48,476



58,552



49,207Interest expense


(23,711
)


(23,752
)


(23,698
)Income tax expense


(76
)






Net earnings

$
24,689


$
34,800


$
25,509  S-3




---



##### 



Schedule I
  FERRELLGAS
    PARTNERS, L.P.
    PARENT ONLY
    STATEMENTS OF CASH FLOWS
  For The Year Ended July 31,2008


2007


2006(In thousands)Cash flows from operating activities:Net earnings

$
24,689


$
34,800


$
25,509Reconciliation of net earnings to net cash used in operating
    activities:Other


519



(142
)


340Equity in earnings of Ferrellgas, L.P.


(48,735
)


(58,827
)


(49,465
)Net cash used in operating activities


(23,527
)


(24,169
)


(23,616
)Cash flows from investing activities:Distributions received from Ferrellgas, L.P.


150,815



150,522



145,938Cash contributed to Ferrellgas, L.P.






(46,100
)


(1,554
)Net cash provided by investing activities


150,815



104,422



144,384Cash flows from financing activities:Distributions


(127,190
)


(127,072
)


(122,197
)Cash paid for financing costs


(383
)


(367
)


(375
)Issuance of common units (net of issuance costs of $226)






44,319



Proceeds from exercise of common unit options


76



1,025



3,124Other






470



16Net cash used in financing activities


(127,497
)


(81,625
)


(119,432
)Increase (decrease) in cash and cash equivalents


(209
)


(1,372
)


1,336Cash and cash equivalents  beginning of year


278



1,650



314Cash and cash equivalents  end of year

$
69


$
278


$
1,650  S-4




---



##### 



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


Charged to





Deductions


BalanceBeginning


Cost/


Other


(Amounts


at EndDescription

of Period


Expenses


Additions


Charged-Off)


of Period(In thousands)Year ended July 31, 2008Allowance for doubtful accounts

$
4,358


$
8,092


$
643


$
(7,116
)

$
5,977Year 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


$



$
(3,277
)

$
5,628  S-5




---



##### 



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


Charged to





Deductions


BalanceBeginning


Cost/


Other


(Amounts


at EndDescription

of Period


Expenses


Additions


Charged-Off)


of Period(In thousands)Year ended July 31, 2008Allowance for doubtful accounts

$
4,358


$
8,092


$
643


$
(7,116
)

$
5,977Year 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


$



$
(3,277
)

$
5,628  S-6




---



##### 



Form 10-K. Regulation S-K
  ExhibitNumber

Description3
.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
    Registrants
    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

Indenture, dated August 4, 2008, among Ferrellgas, L.P.,
    Ferrellgas Finance Corp. and U.S. Bank National Association, as
    trustee. Incorporated by reference to Exhibit 4.1 to our Current
    Report on Form 8-K filed August 5, 2008.




---



##### 



ExhibitNumber

Description4
.7

Registration Rights Agreement, dated August 4, 2008, among
    Ferrellgas, L.P., Ferrellgas Finance Corp. and the initial
    purchasers named therein. Incorporated by reference to Exhibit
    4.2 to our Current Report on Form 8-K filed August 5, 2008.4
.8

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, 1999.4
.9

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
.10

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
.11

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

First Amendment to Fifth Amended and Restated Credit Agreement
    dated as of April 11, 2008, by and among Ferrellgas, L.P., a
    Delaware limited partnership (the Borrower),
    Ferrellgas Inc., a Delaware corporation and sole general partner
    of the Borrower (the General Partner), Bank of
    America, N.A.,  as Administrative Agent (in such capacity, the
    Administrative Agent), Swing Line Lender and L/C
    Issuer, and the Lenders party hereto. Incorporated by reference
    to Exhibit 10.1 to our Current Report on Form 8-K filed April
    14, 2008.10
.3

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, 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
.4

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
.5

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
.6

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
.7

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
.8

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
.9

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
.10

Amendment No. 4 to the Amended and Restated Receivable Interest
    Sale Agreement dated May 5, 2008 between Ferrellgas, L.P., as
    originator, and Ferrellgas Receivables, LLC, as buyer.
    Incorporated by reference to Exhibit 10.2 to our Current Report
    on Form 8-K Filed May 6, 2008.




---



##### 



ExhibitNumber

Description10
.11

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
.12

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
.13

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, 2007.10
.14

Amendment No. 3 to Second Amended and Restated Receivables
    Purchase Agreement dated May 5, 2008, 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
    10.1 to our Current Report on Form 8-K filed May 6, 2008.#10
.15

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
.16

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
.17

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
.18

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
.19

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
.20

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
.21

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
.22

Amended and Restated Change In Control Agreement dated as of
    March 5, 2008 by and between Stephen L. Wambold and Ferrellgas,
    Inc. Incorporated by reference to exhibit 10.21 to our Quarterly
    Report on Form 10-Q filed March 7, 2008.#10
.23

Amended and Restated Change In Control Agreement dated as of
    March 5, 2008 by and between Eugene D. Caresia and Ferrellgas,
    Inc. Incorporated by reference to exhibit 10.22 to our Quarterly
    Report on Form 10-Q filed March 7, 2008.#10
.24

Amended and Restated Change In Control Agreement dated as of
    March 5, 2008 by and between George L. Koloroutis and
    Ferrellgas, Inc. Incorporated by reference to exhibit 10.24 to
    our Quarterly Report on Form 10-Q filed March 7, 2008.#10
.25

Amended and Restated Change In Control Agreement dated as of
    March 5, 2008 by and between Patrick J. Walsh and Ferrellgas,
    Inc. Incorporated by reference to exhibit 10.25 to our Quarterly
    Report on Form 10-Q filed March 7, 2008.




---



##### 



ExhibitNumber

Description#10
.26

Amended and Restated Change In Control Agreement dated as of
    March 5, 2008 by and between Tod D. Brown and Ferrellgas, Inc.
    Incorporated by reference to exhibit 10.26 to our Quarterly
    Report on Form 10-Q filed March 7, 2008.#10
.27

Change In Control Agreement dated as of March 5, 2008 by and
    between J. Ryan VanWinkle and Ferrellgas, Inc. Incorporated by
    reference to exhibit 10.27 to our Quarterly Report on Form 10-Q
    filed March 7, 2008.#10
.28

Change In Control Agreement dated as of March 5, 2008 by and
    between Richard V. Mayberry and Ferrellgas, Inc. Incorporated by
    reference to exhibit 10.28 to our Quarterly Report on Form 10-Q
    filed March 7, 2008.#10
.29

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
.30

Agreement and release dated as of December 4, 2007 by and among
    Brian J. Kline, Ferrellgas, Inc., Ferrell Companies, Inc.,
    Ferrellgas Partners L.P. and Ferrellgas L.P.  Incorporated by
    reference to Exhibit 10.33 to our Quarterly Report on Form 10-Q
    filed December 6, 2007.#10
.31

Agreement and release dated as of March 28, 2008 by and among
    Kevin T. Kelly, 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 March 28, 2008.*#10
.32

First Amendment to the Ferrell Companies, Inc. Supplemental
    Savings Plan, restated January 1, 2000 dated as of September 26,
    2008.*#10
.33

Services Agreement between Samson Dental Practice Management,
    LLC and Ferrellgas, L.P dated as of September 26, 2008.*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, 2008.*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, 2008.*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.