May 27, 2016
Via EDGAR
Mara L. Ransom
Assistant Director
Office of Consumer Products, Division of Corporation Finance
U.S. Securities and Exchange Commission
100 F Street, N.E. Mail Stop 3561
Washington, D.C. 20549
Re: Ferrellgas, L.P. and Ferrellgas Finance Corp.
Registration Statement on Form S-4
File No. 333-210534
Dear Ms. Ransom:
Ferrellgas, L.P., a Delaware limited partnership (the “Partnership”), and Ferrellgas Finance Corp., a Delaware corporation (together with the Partnership, the “Issuers”), pursuant to Rule 461 under the Securities Act of 1933, as amended, respectfully request the effective date for the above-captioned Registration Statement be accelerated to June 1, 2016 at 9:00 a.m. Washington, D.C. time or as soon thereafter as practicable.
The Issuers hereby acknowledge that:
· should the Securities and Exchange Commission (the “Commission”) or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing;
· the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the Issuers from their full responsibility for the adequacy and accuracy of the disclosure in the filing; and
· the Issuers may not assert the staff’s comments and declaration of effectiveness as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.
If you have any questions, or require any additional information, please do not hesitate to call me at (913) 661-1500 or John Goodgame at Akin Gump Strauss Hauer & Feld, LLP at (713) 220-8144.
| Very truly yours, | |
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| Ferrellgas, L.P. | |
| By: Ferrellgas, Inc., its general partner | |
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| By: | /s/ Alan C. Heitmann |
| Name: | Alan C. Heitmann |
| Title: | Executive Vice President, Chief |
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| Financial Officer and Treasurer |
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| Ferrellgas Finance Corp. | |
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| By: | /s/ Alan C. Heitmann |
| Name: | Alan C. Heitmann |
| Title: | Chief Financial Officer |
[SEC Acceleration Request Letter]