AMENDMENT
                           TO THE AMENDED AND RESTATED
                       AGREEMENT OF LIMITED PARTNERSHIP OF
                            FERRELLGAS PARTNERS, L.P.


                  This  Amendment  to the  Amended  and  Restated  Agreement  of
Limited Partnership (the "Partnership  Agreement") of Ferrellgas Partners.  L.P.
(the  "Partnership")  is  entered  into  effective  as  of  March  14,  2000  by
Ferrellgas,  Inc.,  a  Delaware  corporation  and  the  general  partner  of the
Partnership (the "General Partner"), on behalf of itself and the Persons who are
Limited  Partners in the Partnership as of the date hereof and those Persons who
become Partners in the Partnership or parties hereto as provided herein.  Unless
otherwise  defined  herein,  all  capitalized  terms used herein  shall have the
meaning given to them in the Partnership Agreement.

                                    RECITALS:

                  WHEREAS,  the  General  Partner  has the  authority  to  adopt
certain  amendments  to the  Partnership  Agreement  without the approval of the
holders  of the  Common  Units if such  change,  in the sole  discretion  of the
General  Partner,  does not adversely  affect the holders of the Common Units in
any material respect;

                  WHEREAS,  The Williams  Companies,  Inc., the holder of all of
the issued and  outstanding  Senior Units  approved the following  amendments by
written  consent in accordance  with Sections 15.8 and 15.13 of the  Partnership
Agreement;

                  NOW,  THEREFORE,  effective as of the date first set forth
above,  the  Partnership  Agreement is amended as follows;

                                    ARTICLE I

                                   AMENDMENTS

                  Article II of the Partnership Agreement is hereby amended by

                   (a)     deleting "180 days" in clause (f) of the  definition
of "Material  Event" and inserting "240 days",

                   (b) deleting  "120 days" in clause (d) of the  definition  of
"Senior Unit Distribution" and inserting "180 days,"

                   (c) inserting  the phrase "as amended," to the  definition of
"WNGL Purchase Agreement" immediately after "November 7, 1999," and

                   (d) inserting the phrase ", as amended," to the definition of
"WNGL Registration Rights Agreement" immediately after "WNGL Closing Date."


                                   ARTICLE II

                               GENERAL PROVISIONS

                  Section   2.1   Full Force and Effect.

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

                  Section   2.2   Other Provisions.

                  Article XVIII of the Partnership 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  hereto have  executed  this
Amendment effective for all purposes as of the date first set forth above.

                                                          GENERAL  PARTNER:

                                                          FERRELLGAS, INC.


                                                          By:
                                                               Name:
                                                              Title:


                                                          LIMITED PARTNERS:

                                                          All  Limited  Partners
                                                          now   and    hereafter
                                                          admitted   as  limited
                                                          partners     of    the
                                                          Partnership,  pursuant
                                                          to Powers of  Attorney
                                                          now   and    hereafter
                                                          executed  in favor of,
                                                          and     granted    and
                                                          delivered    to,   the
                                                          General Partner.

                                                        By:     FERRELLGAS, INC.
                                                                General
                                                                Partner,    as
                                                                attorney-in-fact
                                                                for        all
                                                                Limited
                                                                Partners
                                                                pursuant    to
                                                                the  Powers of
                                                                Attorney
                                                                granted
                                                                pursuant    to
                                                                Section 1.4.

                                                                By:
                                                                   Name:
                                                                   Title: