FIRST AMENDMENT TO REGISTRATION RIGHTS AGREEMENT This First Amendment to Registration Rights Agreement (the "Amendment") is made and entered into as of the 14th day of March, 2000, by and between Ferrellgas Partners, L.P., a Delaware limited...

                FIRST AMENDMENT TO REGISTRATION RIGHTS AGREEMENT
This First Amendment to Registration  Rights Agreement (the "Amendment") is made
and entered  into as of the 14th day of March,  2000,  by and between Ferrellgas
Partners,  L.P., a Delaware  limited  partnership  (the "Issuer"),  and Xxxxxxxx
Natural Gas Liquids, Inc., a Delaware corporation ("Xxxxxxxx").

WHEREAS,  Issuer and Xxxxxxxx have entered into that certain Registration Rights
Agreement dated as of December 17, 1999 (the "Registration Rights Agreement");

WHEREAS, Issuer and Xxxxxxxx desire to amend the Registration Rights Agreement
as set forth in this Amendment; and

WHEREAS,  pursuant to Section 9(d) of the  Registration  Rights  Agreement,  the
Registration  Rights  Agreement  may be amended in writing by the Issuer and the
Holders (as defined in the  Registration  Rights  Agreement)  of not less than a
majority  in  aggregate  number of the then  outstanding  Registrable  Units (as
defined in the Registration Rights Agreement);

NOW,   THEREFORE,   in   consideration   of  the  premises  and  the  respective
representations,  warranties,  covenants,  agreements and  conditions  contained
herein, the parties hereto agree as follows:

                                    ARTICLE I
                 AMENDMENTS TO THE REGISTRATION RIGHTS AGREEMENT
A. Amendment to Definition of "Effectiveness Target Date" in the Registration
Rights Agreement.

The reference in clause (iii) of the definition of  "Effectiveness  Target Date"
in the Registration  Rights Agreement to "180 days" is hereby amended to be "240
days."

B. Amendment to Section 2(a)(iii) of the Registration Rights Agreement.

The  reference in the first  sentence of Section  2(a)(iii) of the  Registration
Rights Agreement to "120 days" is hereby amended to be "180 days." The reference
in the first sentence of Section 2(a)(iii) of the Registration  Rights Agreement
to "180 days" is hereby amended to be "240 days."

                                   ARTICLE II
                               GENERAL PROVISIONS
A. Full Force and Effect.

Except as expressly  amended hereby,  the  Registration  Rights  Agreement shall
continue in full force and effect in accordance  with the provisions  thereof on
the date hereof.



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B. Other Provisions.
     Section  9 of  the  Registration  Rights  Agreement  shall  apply  to  this
Amendment  and be  incorporated  herein with the same force and effect as if its
provisions were reprinted as part of this  Amendment.

IN WITNESS  WHEREOF,  the parties have executed this Amendment to be effective
as of the first date stated above.

FERRELLGAS PARTNERS, L.P.
By: FERRELLGAS, INC.,
its general partner

By:________________________
Xxxxx X. Xxxx
Xx. Vice President

XXXXXXXX NATURAL GAS LIQUIDS, INC.

By:________________________
Xxx X. Xxxxxxxxxx
Vice President/Attorney-in-Fact