FIRST AMENDMENT TO SECOND AMENDED AND RESTATED AGREEMENT OF LIMITED PARTNERSHIP OF FERRELLGAS, L.P. This First Amendment to Second Amended and Restated Agreement of Limited Partnership of Ferrellgas, L.P. is executed effective as of June 5, 2000,...

                 FIRST AMENDMENT TO SECOND AMENDED AND RESTATED
              AGREEMENT OF LIMITED PARTNERSHIP OF FERRELLGAS, L.P.


     This First  Amendment to Second  Amended and Restated  Agreement of Limited
Partnership  of  Ferrellgas,  L.P.  is  executed  effective  as of June 5, 2000,
between Ferrellgas,  Inc., the general partner of Ferrellgas, L.P. (the "General
Partner"),   and  Ferrellgas  Partners,   L.P.,  the  sole  limited  partner  of
Ferrellgas, L.P. (the "Limited Partner").

     WHEREAS,  Ferrellgas,  L.P. (the  "Partnership")  is governed by the Second
Amended and Restated  Agreement of Limited  Partnership  dated as of October 14,
1998 (the "Partnership Agreement"); and

         WHEREAS,  pursuant to Section 14.2 of the  Partnership  Agreement,  the
General  Partner  and the  Limited  Partner  desire  to  amend  the  Partnership
Agreement as set forth herein;

         NOW,  THEREFORE,  in consideration of good and valuable  consideration,
the  sufficiency of which is hereby  acknowledged,  the General  Partner and the
Limited Partner agree as follows:


1.       The  definition  of   "Percentage   Interest"  in  Article  II  of  the
         Partnership  Agreement  is  hereby  amended  in its  entirety  to be as
         follows:

         "Percentage  Interest" means as of the date of such determination as to
         any Partner,  the percentage  determined by dividing the amount of that
         Partner's  cumulative  Capital  Contributions to the Partnership by the
         cumulative Capital Contributions of all Partners to the Partnership. As
         of June 5, 2000, the Percentage Interest of the General Partner, in its
         capacity  as such,  was  1.0101%,  and the  Percentage  Interest of the
         Limited Partner, was 98.9899%.

     2.  Section  4.3 of the  Partnership  Agreement  is hereby  amended  in its
entirety to be as follows:

         With the consent of the General  Partner,  the Limited Partner may, but
         shall not be obligated to, make additional Capital Contributions to the
         Partnership.  Contemporaneously  with the making of any such additional
         Capital  Contributions by the Limited Partner,  the General Partner may
         make an additional Capital Contribution to the Partnership in an amount
         equal to 1.0204% of the additional  Capital  Contribution  then made by
         the Limited Partner. The General Partner may, at any time and from time
         to time,  make a Capital  Contribution  to the  Partnership so that the
         General  Partner  will  have a  Capital  Account  equal to no more than
         1.0204% of the sum of the Capital  Accounts of all Partners.  Except as
         set forth in Section 13.8,  the General  Partner shall not be obligated
         to make any additional Capital Contributions to the Partnership.


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


FERRELLGAS, INC.



By:/s/Xxxxx X. Xxxxx
_____________________________
Xxxxx X. Xxxxx
Vice President and Chief Financial
Officer


FERRELLGAS PARTNERS, L.P.

By: Ferrellgas, Inc., as general partner



By:/s/ Xxxxx X. Xxxxx
______________________________
Xxxxx X. Xxxxx
Vice President and Chief Financial
Officer