Exhibit 10.3

SECOND AMENDMENT TO
FOURTH AMENDED

AND RESTATED CREDIT AGREEMENT

THIS
SECOND AMENDMENT TO FOURTH AMENDED AND RESTATED CREDIT AGREEMENT (herein called this
Amendment) dated as of September 3, 2004, is made 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, Swing Line Lender and L/C Issuer, and the
Lenders party to the Original Agreement defined below (collectively, the Lenders and
individually, a Lender).

W
I T N E S S E T H:

WHEREAS,
the Borrower, the General Partner, the Administrative Agent and the Lenders entered into
that certain Fourth Amended and Restated Credit Agreement dated as of December 10, 2002
(as amended, supplemented, or restated to the date hereof, the Original Agreement),
for the purpose and consideration therein expressed, whereby the Lenders became obligated
to make loans to the Borrower as therein provided; and

WHEREAS,
the Borrower, the General Partner, the Administrative Agent and the Lenders desire to
amend the Original Agreement as set forth herein;

NOW,
THEREFORE, in consideration of the premises and the mutual covenants and agreements
contained herein and in the Original Agreement, in consideration of the loans that may
hereafter be made by the Lenders to the Borrower, and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, the parties
hereto do hereby agree as follows:

ARTICLE I.

Definitions and
References

Section 1.1
Terms Defined in the Original Agreement. Unless the context otherwise requires or
unless otherwise expressly defined herein, the terms defined in the Original Agreement
shall have the same meanings whenever used in this Amendment.

Section 1.2
Other Defined Terms. Unless the context otherwise requires, the following terms
when used in this Amendment shall have the meanings assigned to them in this Section 1.2.

| | Amendmentmeans
this Second Amendment to Fourth Amended and Restated Credit Agreement.
| | ---------------------------------------------------------------------------------------

| | Credit
Agreement means the Original Agreement as amended hereby.
| | ------------------------------------------------------------------

ARTICLE II.

Amendments to
Original Agreement

Section 2.1
Clause (a) of Section 7.05 of the Credit Agreement is hereby amended by deleting the
period at the end of such clause and adding the following proviso:

| | provided
that, for purposes of calculating the Leverage Ratio, all Indebtedness in excess of
$60,000,000 attributable to any permitted Accounts Receivable Securitizations and existing
from November 1, 2004 through April 30, 2005 shall be excluded from such
calculation.
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Section 2.2
Clause (c) of Section 7.05 of the Credit Agreement is hereby amended to read in its
entirety as follows:

| | (c)                      The
aggregate amount of Indebtedness of the Borrower and its Subsidiaries
               through one or more SPEs in connection with Accounts Receivable
Securitizations                shall not exceed $160,000,000 at any one time.
|- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

ARTICLE III.

Conditions of
Effectiveness

This
Amendment shall become effective as of the date first above written when and only when
the Administrative Agent shall have received (i) this Amendment duly executed and
delivered by the Borrower, the General Partner, and the Required Lenders and (ii) the
attached Consent and Agreement duly executed and delivered by each of the Guarantors.

ARTICLE IV.

Confirmation;
Representations and Warranties

Section 4.1
Representations and Warranties of the Borrower. In order to induce each Lender to
enter into this Amendment, the Borrower represents and warrants to each Lender that:

| | (a)                     The
representations and warranties of the Borrower contained in the Original
          Agreement are true and correct at and as of the time of the effectiveness
          hereof, except to the extent that the facts on which such representations and
          warranties are based have been changed by the extensions of credit under the
          Credit Agreement or that such representations and warranties specifically refer
          to an earlier date in which case they shall be true and correct as of such
          earlier date.
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (b)                     The
Borrower and the General Partner are duly authorized to execute and deliver
          this Amendment and have duly taken all corporate action necessary to authorize
          the execution and delivery of this Amendment and to authorize the performance
of           the obligations of the Borrower and the General Partner hereunder.
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (c)                     The
execution and delivery by the Borrower and the General Partner of this
          Amendment, the performance by the Borrower and the General Partner of their
          obligations hereunder and the consummation of the transactions contemplated
          hereby do not and will not conflict with any provision of law, statute, rule or
          regulation or of the Organizational Documents of the Borrower or the General
          Partner, or of any material agreement, judgment, license, order or permit
          applicable to or binding upon the Borrower or the General Partner, or result in
          the creation of any lien, charge or encumbrance upon any assets or properties
of           the Borrower or the General Partner. Except for those which have been
obtained,           no consent, approval, authorization or order of any court or
governmental           authority or third party is required in connection with the
execution and           delivery by the Borrower and the General Partner of this
Amendment or to           consummate the transactions contemplated hereby.
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (d)                     When
duly executed and delivered, each of this Amendment and the Credit           Agreement
will be a legal and binding obligation of the Borrower and the General           Partner,
enforceable in accordance with its terms, except as limited by           bankruptcy,
insolvency or similar laws of general application relating to the           enforcement
of creditors rights and by equitable principles of general           application.
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

ARTICLE V.

Miscellaneous

Section 5.1
Ratification of Agreements. The Original Agreement as hereby amended is hereby
ratified and confirmed in all respects. The Loan Documents, as they may be amended or
affected by this Amendment, are hereby ratified and confirmed in all respects. Any
reference to the Credit Agreement in any Loan Document shall be deemed to be a reference
to the Original Agreement as hereby amended. The execution, delivery and effectiveness of
this Amendment shall not, except as expressly provided herein, operate as a waiver of any
right, power or remedy of the Lenders under the Credit Agreement, the Notes, or any other
Loan Document nor constitute a waiver of any provision of the Credit Agreement, the Notes
or any other Loan Document.

Section 5.2
Survival of Agreements. All representations, warranties, covenants and agreements
of the Borrower herein shall survive the execution and delivery of this Amendment and the
performance hereof, including without limitation the making or granting of the Loans, and
shall further survive until all of the Obligations are paid in full.

Section
5.3 Loan Documents. This Amendment is a Loan Document, and all provisions in
the Credit Agreement pertaining to Loan Documents apply hereto.

Section 5.4
Governing Law. This Amendment shall be governed by and construed in accordance the
laws of the State of New York and any applicable laws of the United States of America in
all respects, including construction, validity and performance.

Section 5.5
Counterparts; Fax. This Amendment may be separately executed in counterparts and
by the different parties hereto in separate counterparts, each of which when so executed
shall be deemed to constitute one and the same Amendment. This Amendment may be validly
executed by facsimile or other electronic transmission.

THIS AMENDMENT AND THE OTHER LOAN
DOCUMENTS REPRESENT THE FINAL AGREEMENT BETWEEN THE PARTIES AND MAY NOT BE CONTRADICTED BY
EVIDENCE OF PRIOR, CONTEMPORANEOUS, OR SUBSEQUENT ORAL AGREEMENTS OF THE PARTIES. THERE
ARE NO UNWRITTEN ORAL AGREEMENTS OF THE PARTIES.

[THE
REMAINDER OF THIS PAGE HAS BEEN INTENTIONALLY LEFT BLANK.]



IN
WITNESS WHEREOF, this Amendment is executed as of the date first above written.

| |                                                                                   
| | ----------------------------------------------------------------------------------
| | FERRELLGAS, L.P.
By:       Ferrellgas, Inc., as its General Partner               
| | By: /s/ Kevin T.
Kelly                                                            
| | Kevin T. Kelly, Senior Vice President and Chief Financial Officer
FERRELLGAS, INC.
| | By: /s/ Kevin T.
Kelly                                                            
| | Kevin T. Kelly, Senior Vice President and Chief Financial Officer                 

---

| |                                                                     
| | --------------------------------------------------------------------
| | BANK OF AMERICA, N.A., as Administrative Agent                      
| | By:       /s/
Claire
Liu                                            
| | Name:Claire Liu
Title: Managing Director                            
| | BANK OF AMERICA, N.A., as a Lender, L/C Issuer and Swing Line Lender
| | By:       /s/
Claire
Liu                                            
| | Name:Claire Liu
Title: Managing Director                            

---

| |                                        
| | ---------------------------------------
| | BNP PARIBAS, as a Lender and L/C Issuer
| | By:       /s/
Richard J.
Wernli        
| | Name: Richard J. Wernli
Title: Director
| | By:       /s/
Keith Cox                
| | Name: Keith Cox
Title: Director        

---

| |                                                
| | -----------------------------------------------
| | BANK ONE, NA (MAIN OFFICE CHICAGO), as a Lender
| | By:       /s/
Jane Bek
Keil                    
| | Name: Jane Bek Keil
Title: Director            

---

| |                                           
| | ------------------------------------------
| | WELLS FARGO BANK TEXAS, N.A., as a Lender 
| | By: /s/
Alan
Alexander                    
| | Name: Alan Alexander
Title: Vice President

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| |                                               
| | ----------------------------------------------
| | LASALLE BANK NATIONAL ASSOCIATION, as a Lender
| | By: /s/ James C.
Binz                         
| | Name: James C. Binz
Title: 1st Vice President 

---

| |                                                   
| | --------------------------------------------------
| | BANK OF OKLAHOMA NATIONAL ASSOCIATION, as a Lender
| | By: /s/ Coy Gallatiu                              
| | Name: Coy Gallatiu
Title: 1st Vice President      

---

| |                                                
| | -----------------------------------------------
| | HIBERNIA NATIONAL BANK, as a Lender            
| | By: /s/Connie Disbrow                          
| | Name:Connie Disbrow 
Title:Relationship Manager

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| |                                        
| | ---------------------------------------
| | SOCIETE GENERALE, as a Lender          
| | By: /s/ Emmanuel
Chesneau              
| | Name: Emmanual Chesneau
Title: Director
| | By: /s/ Andrea Servadio                
| | Name: Andrea Servadio
Title: Associate 

---

| |                                            
| | -------------------------------------------
| | U.S. BANK NATIONAL ASSOCIATION, as a Lender
| | By: /s/ John P.
Mills                      
| | Name: John P. Mills
Title: Vice President  

---

| |                                                                                  
| | ---------------------------------------------------------------------------------
| | CREDIT SUISSE FIRST BOSTON, ACTING THROUGH ITS CAYMAN ISLANDS BRANCH, as a Lender
| | By: /s/ James
Moran                                                              
| | Name: James Moran
Title: Director                                                
| | By: /s/ Denise Alvarez                                                           
| | Name: Denise Alvarez
Title: Associate                                            

---

CONSENT AND AGREEMENT

Each
of the undersigned, hereby (i) consents to the provisions of the Second Amendment to
Fourth Amended and Restated Credit Agreement (the Second Amendment) and the
transactions contemplated herein, (ii) ratifies and confirms its respective Guaranty
dated as of April 21, 2004, made by it for the benefit of the Administrative Agent and the
Lenders, executed pursuant to the Credit Agreement and the other Loan Documents, (iii)
agrees that all of its respective obligations and covenants thereunder shall remain
unimpaired by the execution and delivery of the Second Amendment and the other documents
and instruments executed in connection herewith, and (iv) agrees that its Guaranty and the
other Loan Documents shall remain in full force and effect.

| |                                      
| | -------------------------------------
| | QUICKSHIP, INC.                      
| | By:  ________________________________
| | Name:                                
| | Title:                               
| | BLUE RHINO GLOBAL SOURCING LLC       
| | By:  ________________________________
| | Name:                                
| | Title:                               
| | UNIFLAME CORPORATION                 
| | By:  ________________________________
| | Name:                                
| | Title