UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-Q

[X] Quarterly Report Pursuant to Section 13 or 15(d) of the Securities  Exchange
Act of 1934

For the quarterly period ended April 30, 2000

                                                        or

[ ]  Transition  Report  Pursuant to Section 13 or 15(d) of the  Securities
Exchange Act of 1934

For the transition period from __________ to __________


Commission file numbers: 1-11331
                         333-06693


                            Ferrellgas Partners, L.P.
                        Ferrellgas Partners Finance Corp.

           (Exact name of registrants as specified in their charters)



           Delaware                                       43-1698480
           Delaware                                       43-1742520
- ----------------------------                  -------------------------------
(States or other jurisdictions of          (I.R.S. Employer Identification Nos.)
incorporation or organization)

                   One Liberty Plaza, Liberty, Missouri 64068

               (Address of principal executive offices) (Zip Code)

Registrants' telephone number, including area code: (816) 792-1600

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  registrant  was
required  to file  such  reports),  and  (2) has  been  subject  to such  filing
requirements for the past 90 days.

Yes    [ X ]  No    [   ]

At June 14, 2000, the registrants had units or shares outstanding as follows:

        Ferrellgas Partners, L.P.              31,307,116           Common Units

        Ferrellgas Partners Finance Corp.           1,000           Common Stock





                   FERRELLGAS PARTNERS, L.P. and SUBSIDIARIES
                        FERRELLGAS PARTNERS FINANCE CORP.

                                Table of Contents

                        PART I - FINANCIAL INFORMATION




ITEM 1.         FINANCIAL STATEMENTS

                                                                                                             
                Ferrellgas Partners, L.P. and Subsidiaries

                Consolidated Balance Sheets - April 30, 2000 and July 31, 1999                                   1

                Consolidated Statements of Earnings -
                     Three and nine months ended April 30, 2000 and 1999                                         2

                Consolidated Statement of Partners' Capital -
                      Nine months ended April 30, 2000                                                           3

                Consolidated Statements of Cash Flows -
                     Nine months ended April 30, 2000 and 1999                                                   4

                Notes to Consolidated Financial Statements                                                       5


                Ferrellgas Partners Finance Corp.

                Balance Sheets - April 30, 2000 and July 31, 1999                                               12

                Statements of Earnings - Three and nine months ended April 30, 2000 and 1999                    12

                Statements of Cash Flows - Nine months ended April 30, 2000 and 1999                            13

                Notes to Financial Statements                                                                   13

ITEM 2.         MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
                                                                                                                14

ITEM 3.         QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK                                      20

                                                 PART II - OTHER INFORMATION

ITEM 1.         LEGAL PROCEEDINGS                                                                               21

ITEM 2.         CHANGES IN SECURITIES AND USE OF PROCEEDS                                                       21

ITEM 3.         DEFAULTS UPON SENIOR SECURITIES                                                                 22

ITEM 4.         SUBMISSION TO A VOTE OF SECURITIES HOLDERS                                                      22

ITEM 5.         OTHER INFORMATION                                                                               22

ITEM 6.         EXHIBITS AND REPORTS ON FORM 8-K                                                                22




                         PART I - FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS

                   FERRELLGAS PARTNERS, L.P. AND SUBSIDIARIES

                           CONSOLIDATED BALANCE SHEETS
                        (in thousands, except unit data)




                                                                                April 30,      July 31,
ASSETS                                                                            2000           1999
- -------------------------------------------------------------------------    ---------------- ------------
                                                                               (unaudited)
Current Assets:
                                                                                            
  Cash and cash equivalents                                                         $ 12,766      $35,134
  Accounts and notes receivable, net                                                 117,537       58,380
  Inventories                                                                         54,970       24,645
  Prepaid expenses and other current assets                                           12,219        6,780
                                                                             ---------------- ------------
    Total Current Assets                                                             197,492      124,939

Property, plant and equipment, net                                                   532,943      405,292
Intangible assets, net                                                               256,861      118,117
Other assets, net                                                                     10,571        8,397
                                                                             ---------------- ------------
    Total Assets                                                                    $997,867     $656,745
                                                                             ================ ============


LIABILITIES AND PARTNERS' CAPITAL
- -------------------------------------------------------------------------

Current Liabilities:
  Accounts payable                                                                   $82,923      $60,754
  Other current liabilities                                                           66,183       48,266
  Short-term borrowings                                                               17,859       20,486
                                                                             ---------------- ------------
    Total Current Liabilities                                                        166,965      129,506

Long-term debt                                                                       712,042      583,840
Other liabilities                                                                     19,202       12,144
Contingencies and commitments                                                          -            -
Minority interest                                                                      2,650          906

Partners' Capital:
  Senior common unitholders (4,539,211 units outstanding
    at April 30, 2000 -  redeemable liquidation value - $177,139,946)                174,131        -
  Common unitholders (31,307,116 and 14,710,765 units
   outstanding at April 30, 2000 and July 31, 1999, respectively)                    (18,446)       1,215
  Subordinated unitholders (0 and 16,593,721 units outstanding
    at April 30, 2000 and July 31, 1999, respectively)                                 -          (10,516)
  General partner                                                                    (57,880)     (59,553)
  Accumulated other comprehensive income                                                (797)        (797)
                                                                             ---------------- ------------
    Total Partners' Capital                                                           97,008      (69,651)
                                                                             ---------------- ------------
    Total Liabilities and Partners' Capital                                         $997,867     $656,745
                                                                             ================ ============



                 See notes to consolidated financial statements.

                                        1


                   FERRELLGAS PARTNERS, L.P. AND SUBSIDIARIES

                       CONSOLIDATED STATEMENTS OF EARNINGS
                      (in thousands, except per-unit data)
                                   (unaudited)




                                                           For the three months ended      For the nine months ended
                                                           ----------------------------   ----------------------------
                                                             April 30,      April 30,       April 30,      April 30,
                                                               2000          1999              2000           1999
                                                           -------------  -------------   -------------  -------------

Revenues:
                                                                                                 
  Gas liquids and related product sales                        $279,043       $161,192        $736,575       $495,735
  Other                                                          21,197          8,700          67,399         34,573
                                                           -------------  -------------   -------------  -------------
    Total revenues                                              300,240        169,892         803,974        530,308

Cost of product sold (exclusive of
  depreciation, shown separately below)                         176,274         70,171         439,627        230,211
                                                           -------------  -------------   -------------  -------------

Gross profit                                                    123,966         99,721         364,347        300,097

Operating expense                                                70,556         52,811         197,074        160,763
Depreciation and amortization expense                            17,382         12,156          43,381         35,273
Employee stock ownership plan compensation charge                   840            800           2,893          2,490
General and administrative expense                                7,070          5,366          18,213         14,231
Equipment lease expense                                           8,173          3,351          17,612          9,492
                                                           -------------  -------------   -------------  -------------

Operating income                                                 19,945         25,237          85,174         77,848

Interest expense                                                (15,531)       (11,264)        (42,809)       (34,842)
Interest income                                                     959            330           1,568            874
Loss on disposal of assets                                           99           (495)            (30)        (1,007)
                                                           -------------  -------------   -------------  -------------

Earnings before minority interest and
   extraordinary item                                             5,472         13,808          43,903         42,873

Minority interest                                                    94            179             561            550
                                                           -------------  -------------   -------------  -------------

Earnings before extraordinary item                                5,378         13,629          43,342         42,323

Extraordinary loss on early extinguishment of debt,
   net of minority interest of $130                               -             -               -             (12,786)
                                                           -------------  -------------   -------------  -------------

Net earnings                                                      5,378         13,629          43,342         29,537

Paid in kind distribution to senior common unitholders            4,428            N/A           6,568            N/A
General partner's interest in net earnings                           10            136             368            295
                                                           -------------  -------------   -------------  -------------
Limited partners' interest in net earnings                         $940        $13,492         $36,406        $29,242
                                                           =============  =============   =============  =============

Basic earnings per limited partner unit:
Earnings before extraordinary item                               $ 0.03         $ 0.43          $ 1.16         $ 1.34
Extraordinary loss                                                -              -               -              (0.41)
                                                           -------------  -------------   -------------  -------------
Net earnings                                                     $ 0.03         $ 0.43          $ 1.16         $ 0.93
                                                           =============  =============   =============  =============

Diluted earnings per limited partner unit:
Earnings before extraordinary item                               $ 0.03         $ 0.43          $ 1.16         $ 1.34
Extraordinary loss                                                -              -               -              (0.41)
                                                           -------------  -------------   -------------  -------------
Net earnings                                                     $ 0.03         $ 0.43          $ 1.16         $ 0.93
                                                           =============  =============   =============  =============



                 See notes to consolidated financial statements.

                                        2



                   FERRELLGAS PARTNERS, L.P. AND SUBSIDIARIES

                   CONSOLIDATED STATEMENT OF PARTNERS' CAPITAL
                                 (in thousands)
                                   (unaudited)





                           Number of units                                                                     Accumulated
                           -------------------------------------                                                 other
                             Senior                     Sub-      Senior                    Sub-                 compre-    Total
                             common       Common     ordinated    common       Common       ordinated   General  hensive  partners'
                           unitholders  unitholders  unitholders  unitholders  unitholders  unitholders partner   income   capital
                           ------------ ------------ ------------ ----------- ------------ ---------- ------------ ------- ---------

                                                                                               
August 1, 1999                  -        14,710.8     16,593.7     $ -         $ 1,215     $(10,516)   $(59,553)   $(797) $(69,651)

  Conversion of subordinated
      units into common units   -        16,593.7    (16,593.7)      -         (10,516)      10,516      -           -       -

  Units issued in connection                                                                                                 -
    with acquisitions:
         Common units           -             2.6                    -              45        -          -           -          45
         Senior common units   4,375.0     -            -            175,000     -            -           1,768      -     176,768
         Fees paid to issue
           senior common units  -          -            -             (8,925)    -            -          -           -      (8,925)

Accretion of discount on senior
   common units                 -          -            -              1,488    (1,472)       -             (16)     -       -

 Contribution from general
    partner in connection with
    ESOP compensation charge    -          -            -            -           2,837        -              28      -       2,865

 Quarterly cash distributions   -          -            -            -         (46,961)       -            (474)     -     (47,435)

 Accrued paid in kind
   distributions                 164.2     -            -              6,568    (6,503)       -             (66)     -          (1)

 Comprehensive income:
  Net earnings                  -          -            -            -          42,909        -             433      -      43,342
                                                                                                                          ----------
 Comprehensive income                                                                                                       43,342

                           ------------ ------------ ------------ ----------- ------------ ---------- ----------- -------- ---------
April 30, 2000                 4,539.2   31,307.1       -           $174,131  $(18,446)     $ -       $(57,880)   $(797)   $97,008
                           ============ ============ ============ =========== ============ ========== ============ ======= =========































                 See notes to consolidated financial statements.

                                        3

                   FERRELLGAS PARTNERS, L.P. AND SUBSIDIARIES

                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 (in thousands)
                                   (unaudited)





                                                                            For the nine months ended
                                                                        ----------------------------------
                                                                        April 30, 2000    April 30, 1999
                                                                        ---------------- -----------------

Cash Flows From Operating Activities:
                                                                                            
 Net earnings                                                                   $43,342           $29,537
 Reconciliation of net earnings to net cash provided by
  operating activities:
  Depreciation and amortization                                                  43,381            35,273
  Extraordinary loss, net of minority interest                                        -            12,786
  Employee stock ownership plan compensation charge                               2,893             2,490
  Other                                                                           4,622             4,461
  Changes in operating assets and liabilities, net of
  effects from business acquisitions:
    Accounts and notes receivable                                               (39,926)          (12,212)
    Inventories                                                                 (14,088)            7,040
    Prepaid expenses and other current assets                                    (4,778)            1,491
    Accounts payable                                                             (1,923)           (6,360)
    Other current liabilities                                                       915               561
    Other liabilities                                                              (763)            2,305
                                                                        ---------------- -----------------
      Net cash provided by operating activities                                  33,675            77,372
                                                                        ---------------- -----------------

Cash Flows From Investing Activities:
 Business acquisitions, net of cash acquired                                     55,548           (27,915)
 Capital expenditures                                                           (18,631)          (20,558)
 Proceeds from sale leaseback transaction                                        25,000                 -
 Cash paid for acquisition transaction fees                                     (15,589)                -
 Other                                                                            3,942             1,360
                                                                        ---------------- -----------------
      Net cash provided by (used in) investing activities                        50,270           (47,113)
                                                                        ---------------- -----------------

Cash Flows From Financing Activities:
 Net reductions to short-term borrowings                                         (2,627)          (21,150)
 Additions to long-term debt                                                    218,573           394,745
 Reductions of long-term debt                                                  (274,743)         (351,689)
 Cash paid for debt and lease financing costs                                    (3,093)          (12,528)
 Distributions                                                                  (47,435)          (47,418)
 Cash contribution from general partner                                           3,571                 3
 Other                                                                             (559)             (560)
                                                                        ---------------- -----------------
      Net cash used in financing activities                                    (106,313)          (38,597)
                                                                        ---------------- -----------------

Decrease in cash and cash equivalents                                           (22,368)           (8,338)
Cash and cash equivalents - beginning of period                                  35,134            16,961
                                                                        ---------------- -----------------
Cash and cash equivalents - end of period                                       $12,766            $8,623
                                                                        ================ =================

Cash paid for interest                                                          $41,058           $33,973
                                                                        ================ =================




                 See notes to consolidated financial statements.

                                        4




                   FERRELLGAS PARTNERS, L.P. AND SUBSIDIARIES

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                                 APRIL 30, 2000
                                   (unaudited)

A.   The  consolidated  financial  statements of Ferrellgas  Partners,  L.P. and
     subsidiaries  (the  "Partnership"  or "MLP") reflect all adjustments  which
     are, in the opinion of  management,  necessary for a fair  statement of the
     interim periods presented. All adjustments to the financial statements were
     of a normal, recurring nature. These financial statements should be read in
     conjunction with the financial statements and related notes included in our
     Annual Report on Form 10-K for the year ended July 31, 1999.

B.   The  preparation  of financial  statements  in conformity  with  accounting
     principles  generally  accepted  in the United  States of America  ("GAAP")
     requires  management  to make  estimates  and  assumptions  that affect the
     reported  amounts of assets and  liabilities  and disclosures of contingent
     assets and  liabilities  at the date of the  financial  statements  and the
     reported amounts of revenues and expenses during the reported period.
     Actual results could differ from these estimates.

C.   The propane  industry is seasonal in nature with peak  activity  during the
     winter months.  Therefore,  the results of operations for the periods ended
     April 30, 2000 and April 30,  1999 are not  necessarily  indicative  of the
     results to be expected for a full year.



D. Inventories consist of:
                                                                                      April 30,         July 31,
                                                                                                    
     (in thousands)                                                                      2000             1999
                                                                                    ---------------  ---------------
     Liquefied propane gas and related products                                            $32,970          $15,480
     Appliances, parts and supplies                                                         22,000            9,165
                                                                                    ---------------  ---------------
                                                                                           $54,970          $24,645
                                                                                    ===============  ===============


     In addition to inventories on hand, the  Partnership  enters into contracts
     to buy product for supply purposes. Nearly all such contracts have terms of
     less than one year and most call for payment based on market prices at date
     of delivery. All fixed price contracts have terms of less than one year. As
     of April 30,  2000,  the  Partnership  had  committed  to take  delivery of
     approximately  13,518,000 gallons at a fixed price for its estimated future
     retail propane sales.



     Property, plant and equipment, net consist of:
                                                                                      April 30,         July 31,
                                                                                                    
     (in thousands)                                                                      2000             1999
                                                                                    ---------------  ---------------
     Property, plant and equipment                                                        $790,602         $650,536
     Less:  accumulated depreciation                                                       257,659          245,244
                                                                                    ---------------  ---------------
                                                                                          $532,943         $405,292
                                                                                    ===============  ===============



     Intangible assets, net consist of:
                                                                                      April 30,         July 31,
     (in thousands)                                                                      2000             1999
                                                                                    ---------------  ---------------
     Intangible assets                                                                    $412,490         $257,390
     Less:  accumulated amortization                                                       155,629          139,273
                                                                                    ---------------  ---------------
                                                                                          $256,861         $118,117
                                                                                    ===============  ===============


                                       5


E.  Quarterly Distributions of Available Cash

    The Partnership makes quarterly cash distributions to its Common Unitholders
    of all of its  "Available  Cash",  generally  defined as  consolidated  cash
    receipts less  consolidated  cash  disbursements and net changes in reserves
    established  by the General  Partner for future  requirements.  Reserves are
    retained  in order to  provide  for the proper  conduct  of the  Partnership
    business,  or to provide funds for distributions  with respect to any one or
    more of the next four fiscal quarters. Distributions are made within 45 days
    after the end of each fiscal quarter ending January, April, July and October
    to holders of record on the applicable record date.

    Distributions by the Partnership in an amount equal to 100% of its Available
    Cash,  as defined in its Second  Amended and  Restated  Agreement of Limited
    Partnership of Ferrellgas Partners, L.P. (the "Partnership Agreement"), will
    be made to the  General  Partner  based upon the  number of General  Partner
    Units held in the  Partnership  and its interest in  Ferrellgas,  L.P.  (the
    Operating Partnership" or "OLP"),  currently an aggregate 2%, subject to the
    payment of incentive  distributions to the holders of Incentive Distribution
    Rights to the extent that certain  target levels of cash  distributions  are
    achieved.  The  remaining  Available  Cash will be paid to the Senior Common
    Unitholders (see footnote G for discussion of the in kind  distribution paid
    to  the   Senior   Common   Unitholders)   and   Common   Unitholders   (the
    "Unitholders").  The Senior Common Units have certain preference rights over
    the Common Units.  See Notes G and I for  additional  information  about the
    Senior Common Units.



F. Long-term debt consists of:
                                                                                  April 30,            July 31,
    (in thousands)                                                                  2000                 1999
                                                                               ----------------     ---------------
    Senior Notes
                                                                                                    
      Fixed rate, 7.16%, due 2005-2013                                                $350,000            $350,000
      Fixed rate, 9.375%, due 2006                                                     160,000             160,000
      Fixed rate, 8.8%, due 2006-2009                                                  184,000                   -

    Credit Agreement
      Revolving credit loans, 9.2% and 8.5%, respectively, due 2003                      3,741              58,314

    Notes payable, 8.4% and 7.3% weighted average interest rates,
      Respectively, due 2000 to 2009                                                    17,130              18,154
                                                                               ----------------     ---------------
                                                                                       714,871             586,468
    Less:  current portion                                                               2,829               2,628
                                                                               ----------------     ---------------
                                                                                      $712,042            $583,840
                                                                               ================     ===============



    On December 17, 1999,  in connection  with the purchase of Thermogas  L.L.C.
    ("Thermogas  Acquisition")  (see Note J),  the OLP  assumed  a  $183,000,000
    bridge loan that was originally issued by Thermogas L.L.C. ("Thermogas") and
    had a maturity date of June 30, 2000.  On February 28, 2000,  the OLP issued
    $184,000,000 of fixed rate Senior Notes which have  maturities  ranging from
    2006 to 2009 and an average  interest rate of 8.8% in order to refinance the
    $183,000,000  bridge loan. The additional  $1,000,000 in borrowings was used
    to fund debt issuance costs.

    On December 17, 1999, in connection with the Thermogas Acquisition,  the OLP
    paid off the  balance  remaining  of  $35,000,000  then  outstanding  on its
    $38,000,000  unsecured  credit  facility  used  for  acquisitions,   capital
    expenditures,  and  general  corporate  purposes.  This  outstanding  credit
    facility was then terminated,  leaving the OLP with the $145,000,000  credit
    facility as its only senior bank credit facility.
                                       6


    On April 18,  2000,  the OLP  entered  into an amended and  restated  credit
    facility with a group of financial institutions.  The unsecured $157,000,000
    Credit Facility ("Credit  Facility"),  which expires June 30, 2003, consists
    of  a  $117,000,000   unsecured  working  capital,   general  corporate  and
    acquisition  facility,   including  a  letter  of  credit  facility,  and  a
    $40,000,000 revolving working capital facility.  The $40,000,000 facility is
    subject  to an  annual  reduction  in  outstanding  balances  to zero for 30
    consecutive days. All borrowings under the Credit Facility bear interest, at
    the borrower's option, at a rate equal to either a) LIBOR plus an applicable
    margin varying from 1.25 percent to 2.25 percent or, b) the bank's base rate
    plus an applicable margin varying from 0.25 percent to 1.25 percent.

    Effective April 27, 2000, the Partnership entered into an interest rate swap
    agreement  ("Swap   Agreement")  with  Bank  of  America,   related  to  the
    semi-annual interest payment due on the $160,000,000 fixed rate Senior Notes
    due 2006 ("MLP Senior Notes").  The Swap  Agreement,  which expires June 15,
    2006,  requires  Bank of America to pay an amount  based on the stated fixed
    interest rate (annual rate 9.375%) pursuant to the MLP Senior Notes equaling
    $7,500,000  every  six  months  due on each  June  15 and  December  15.  In
    exchange,  the Partnership is required to make quarterly  floating  interest
    rate payments on the 15th of March, June, September and December based on an
    annual  interest  rate equal to the 3 month LIBOR  interest rate plus 1.655%
    applied to the same notional amount of $160,000,000.

    Effective  June 2, 2000, the OLP entered into an interest rate cap agreement
    ("Cap Agreement") with Bank of America,  related to variable  quarterly rent
    payments due pursuant to two operating tank lease  agreements.  The variable
    quarterly  rent payments are  determined  based upon a floating  LIBOR based
    interest rate. The Cap Agreement, which expires June 30, 2003, requires Bank
    of  America to pay the OLP at the end of each  March,  June,  September  and
    December the  difference,  if any,  between the  applicable 3 month floating
    LIBOR interest rate and 9.3%, the cap,  applied to the total  obligation due
    each  quarter  under the two  operating  tank  lease  agreements.  The total
    obligation  under these two operating tank lease  agreements as of April 30,
    2000 was $159,600,000.

G.  Partners' Capital

     The  Partnership's  capital (after  including the effect of an aggregate of
164,211.11  Senior  Common Units issued in order to pay the  applicable  in-kind
quarterly  distributions)  consists of  4,539,211.11  Senior  Common  Units,
31,307,116 Common Units  representing the entire limited partner  interest,  and
316,233 General Partner Units  representing a 1% General Partner  interest.  The
Partnership  Agreement  contains  specific  provisions for the allocation of net
earnings  and loss to each of the  partners  for  purposes  of  maintaining  the
partner capital accounts.

     In connection with the Thermogas  Acquisition  (See Note J) on December 17,
     1999,  the  Partnership  issued  4,375,000  Senior Common Units to Williams
     Natural Gas Liquids,  Inc.  ("Williams" or "Seller").  As of June 15, 2000,
     Williams held 4,539,211.11  Senior Common Units with a liquidation value of
     approximately $181,600,000 including accrued and unpaid distributions.  The
     Senior Common Units entitle the holder to quarterly  distributions from the
     MLP  equivalent  to  10  percent  per  annum  of  the  liquidating   value.
     Distributions  are  payable   quarterly,   in-kind,   through  issuance  of
     additional Senior Common Units until the earlier of February 1, 2002 or the
     occurrence of a Material  Event,  as defined in the  Partnership  Agreement
     ("Material  Event")  after which  distributions  are  payable in cash.  The
     Senior Common Units are redeemable by the Partnership at any time, in whole
     or in part,  upon  payment in cash of the face  value of the Senior  Common
     Units and the amount of any accrued but unpaid distributions.

                                       7




     Williams  has the  right,  subject to certain  events  and  conditions,  to
     convert any outstanding Senior Common Units into Common Units at the end of
     two years or upon the  occurrence  of a  Material  Event.  Such  conversion
     rights are contingent upon the  Partnership  not previously  redeeming such
     securities,  among other conditions.  The Partnership also granted Williams
     demand  registration  rights at the end of two years or upon the occurrence
     of a Material Event with respect to any outstanding Senior Common Units (or
     Common  Units into which they may be  convertible).  On June 5, 2000,  at a
     special  meeting  of  its  common  unitholders,  the  Partnership's  common
     unitholders  approved  both  the  common  unit  conversion  feature  and an
     exemption  under the  Partnership  Agreement to enable Williams to vote the
     Common Units, if such a conversion were to occur.

     Effective  August  1,  1999,  the   Subordination   period  ended  and  the
     Subordinated  Units  converted to Common Units.  Certain  financial  tests,
     which were primarily related to making the Minimum  Quarterly  Distribution
     on all Units, were satisfied for each of the three consecutive four quarter
     periods ending July 31, 1999.

     The Partnership  maintains a shelf registration  statement for Common Units
     representing limited partner interests in the Partnership. The Common Units
     may be issued from time to time by the  Partnership in connection  with the
     Partnership's acquisition of other businesses,  properties or securities in
     business
     combination  transactions.  The  Partnership  also maintains  another shelf
     registration   statement  for  the  issuance  of  Common  Units,   Deferred
     Participation  Units,   Warrants  and  Debt  Securities.   The  Partnership
     Agreement  allows  the  General  Partner  to issue an  unlimited  number of
     additional  Partnership  general and  limited  interests  and other  equity
     securities of the Partnership for such  consideration and on such terms and
     conditions  as shall be  established  by the  General  Partner  without the
     approval of any Unitholders.

H.   Contingencies and Commitments

     The  Partnership  is  threatened  with or named as a  defendant  in various
     lawsuits that, among other items, claim damages for product  liability.  It
     is not possible to determine  the ultimate  disposition  of these  matters;
     however,  management  is of the opinion  that there are no known  claims or
     contingent  claims that are likely to have a material adverse effect on the
     financial   condition,   results  of   operations  or  cash  flows  of  the
     Partnership.

     On December 6, 1999, the OLP entered into,  with Banc of America  Leasing &
     Capital  LLC,  as lender,  a  $25,000,000  operating  tank  lease  facility
     involving a portion of the OLP's customer tanks. This operating lease has a
     term that  expires  June 30,  2003 and may be extended  for two  additional
     one-year periods at the option of the OLP, if such extension is approved by
     the lessor.

     On December 17,  1999,  immediately  prior to the closing of the  Thermogas
     Acquisition  (See Note J),  Thermogas  entered  into,  with Banc of America
     Leasing & Capital  LLC,  as lender,  a  $135,000,000  operating  tank lease
     facility  involving a portion of its customer tanks. In connection with the
     Thermogas   Acquisition,   the  OLP  assumed  all  obligations   under  the
     $135,000,000 operating tank lease facility,  which has terms and conditions
     similar to the December 6, 1999,  $25,000,000 operating tank lease facility
     discussed above.

     On  April  18,  2000,  the  OLP  completed  the  syndication  of  both  the
     $25,000,000 and $135,000,000  operating tank lease facilities to a group of
     banks and other financial institutions.

                                       8




     Certain  property and  equipment is leased under  noncancellable  operating
     leases which  require  fixed  monthly  rental  payments and which expire at
     various dates  through 2018.  Future  minimum  lease  commitments  for such
     leases, including the aforementioned operating tank leases, are $29,309,000
     in 2000,  $33,356,000 in 2001,  $29,088,000  in 2002,  $23,765,000 in 2003,
     $4,971,000 in 2004 and $7,232,000 thereafter.



I.   Partnership Distributions

     On September 14, 1999, the  Partnership  paid a cash  distribution of $0.50
     per Common and  Subordinated  Unit for the quarter  ended July 31, 1999. On
     December 14, 1999, the  Partnership  paid a cash  distribution of $0.50 per
     Common Unit for the quarter ended October 31, 1999. On March 14, 2000,  the
     Partnership  paid a cash  distribution  of $0.50  per  Common  Unit for the
     quarter ended  January 31, 2000.  Additionally,  on February 21, 2000,  the
     Partnership   declared  an  in-kind   distribution  to  the  Senior  Common
     Unitholders  of  $2,140,000,  payable by the issuance of 53,499  additional
     Senior  Common  Units.  On May  19,  2000,  the  Partnership  declared  its
     third-quarter  cash distribution of $0.50 per Common Unit, payable June 14,
     2000.  Additionally,  on May 19, 2000, the Partnership  declared an in-kind
     distribution to the Senior Common Unitholders of $4,428,499, payable by the
     issuance of 110,712  additional  Senior  Common  Units.  The Senior  Common
     Unitholders  will  continue  to  receive  quarterly  distributions  in-kind
     through  issuance of  additional  Senior  Common Units until the earlier of
     February  1,  2002 or the  occurrence  of a  Material  Event,  after  which
     distributions are payable in cash.



J.   Business Combinations

     On December 17, 1999, the Partnership purchased Thermogas,  a subsidiary of
     Williams.  At closing the  Partnership  entered into the following  noncash
     transactions:  a) issued $175,000,000 in Senior Common Units to the seller,
     b)  assumed a  $183,000,000  bridge  loan,  (see  Note F) and c)  assumed a
     $135,000,000  operating  tank lease (see Note H). After the  conclusion  of
     these acquisition-related transactions, including the merger of the OLP and
     Thermogas,  the Partnership  acquired $61,842,000 of cash which remained on
     the Thermogas  balance sheet at the  acquisition  date. The Partnership has
     paid  $15,589,000 in additional  costs and fees related to the  acquisition
     between  December  17, 1999 and April 30,  2000.  As part of the  Thermogas
     Acquisition,  the OLP agreed to reimburse Williams for the value of working
     capital  received by the  Partnership in excess of  $9,147,500.  On June 6,
     2000, the OLP and Williams  agreed upon the amount of working  capital that
     was acquired by the  Partnership  on December 17, 1999.  The OLP reimbursed
     Williams   $5,652,500  as  final   settlement   of  this  working   capital
     reimbursement obligation.

     The total assets  contributed to the OLP (at the Partnership's  cost basis)
     have been  preliminarily  allocated  as  follows:  (i)  working  capital of
     $9,147,500,  (ii)  property,  plant and  equipment of  $151,502,000,  (iii)
     $60,200,000 to customer list, (iv) $18,500,000 to trademarks (v) $9,600,000
     to assembled workforce and (vi) $62,387,000 to goodwill. The estimated fair
     values  and  useful  lives of assets  acquired  are based on a  preliminary
     valuation and are subject to final valuation  adjustments.  The Partnership
     intends  to  continue  its  analysis  of the net  assets  of  Thermogas  to
     determine the final  allocation of the total  purchase price to the various
     assets acquired.  The transaction has been accounted for as a purchase and,
     accordingly,  the results of operations of Thermogas  have been included in
     the consolidated financial statements from the date of acquisition.

                                       9




     The following pro forma  financial  information  assumes that the Thermogas
     Acquisition occurred as of August 1, 1998:



                                                                                                Nine months ended
                                                                                         --------------------------------
                                                                                                     Pro Forma
                                                                                           April 30,        April 30,
                                                                                                        
     (in thousands, except per unit amounts)                                                  2000            1999
                                                                                         --------------- ----------------
     Total revenues                                                                            $899,982         $733,590
     Earnings before extraordinary item                                                          26,897           41,216
     Net earnings                                                                                26,897           28,430
     Limited partners' interest in net earnings                                                  26,628           28,146
   Basic and diluted earnings per limited partner unit before extraordinary item               $ 0.85           $ 1.30
   Basic and diluted earnings per limited partner unit after extraordinary item                $ 0.85           $ 0.90




K.   Earnings Per Unit

     Below  is a  calculation  of  the  basic  and  diluted  Common  Units  (and
     Subordinated  Units  prior to August 1, 1999) used to  calculate  basic and
     diluted earnings per unit on the Statements of Earnings.

(in thousands, except per unit data)



                                               Three months ended                     Nine months ended
                                                 April 30, 2000                         April 30, 1999




                                                                                           
Limited partners' interest in net
earnings                                         $940           $13,492               $36,406          $29,241
                                      ---------------- -----------------     ----------------- ----------------

Weighted average common and
subordinated units outstanding
                                             31,307.1          31,299.4              31,306.6         31,296.8

Basic   earnings   per  unit  before
extraordinary item                              $0.03             $0.43                 $1.16            $1.34
                                      ---------------- -----------------     ----------------- ----------------

Basic earnings per unit                         $0.03             $0.43                 $1.16            $0.93
                                      ================ =================     ================= ================



                                       10







                                             Three months ended                       Nine months ended
                                             April 30,     April 30,                April 30,        April 30,
                                               2000         1999                  2000 April           1999


                                                                                           
Limited partners' interest in net
earnings                                         $940           $13,492               $36,406          $29,241
                                      ---------------- -----------------     ----------------- ----------------

Weighted average common and
subordinated units outstanding
                                             31,307.1          31,299.4              31,306.6         31,296.8

Dilutive securities - options                     0.0               0.0                   0.0             28.8
                                      ---------------- -----------------     ----------------- ----------------

Weighted average out-standing units
+ dilutive units                             31,307.1          31,299.4              31,306.6         31,325.6
                                      =============== =================     ================= ================

Diluted  earnings  per  unit  before
extraordinary item                              $0.03             $0.43                 $1.16            $1.34
                                      ================ =================     ================= ================

Diluted earnings per unit                       $0.03             $0.43                 $1.16            $0.93
                                      ================ =================     ================= ================


For  diluted  earnings  per unit  purposes,  the Senior  Common  Units have been
excluded as they are considered contingently issuable Common Units for which all
necessary conditions for their issuance have not been satisfied as of the end of
the reporting period.


                                       11



                        FERRELLGAS PARTNERS FINANCE CORP.
            (a wholly owned subsidiary of Ferrellgas Partners, L.P.)

                                 BALANCE SHEETS




                                                                                  April 30,             July 31,
ASSETS                                                                              2000                  1999
- --------------------------------------------------------------------          ------------------   -------------------
                                                                                 (unaudited)

                                                                                                        
Cash                                                                                     $1,000               $1,000
                                                                              ------------------   -------------------
Total Assets                                                                             $1,000               $1,000
                                                                              ==================   ===================


STOCKHOLDER'S EQUITY
- --------------------------------------------------------------------

Common stock, $1.00 par value; 2,000 shares
authorized; 1,000 shares issued and outstanding                                          $1,000               $1,000

Additional paid in capital                                                                1,259                  774

Accumulated deficit                                                                      (1,259)                (774)
                                                                              ------------------   -------------------
Total Stockholder's Equity                                                               $1,000               $1,000
                                                                              ==================   ===================










                             STATEMENTS OF EARNINGS
                                   (unaudited)

                                                      Three Months Ended                 Nine Months Ended
                                              -----------------------------------------------------------------------
                                                 April 30,          April 30,         April 30,         April 30,
                                                    2000              1999               2000             1999
                                              ----------------- ------------------ ----------------- ----------------

                                                                                                  
General and administrative expense                     $ 249            $  181              $ 485             $ 226

                                              ----------------- ------------------ ----------------- ----------------
Net loss                                               $(249)           $ (181)             $(485)            $(226)
                                              ================= ================== ================= ================





                       See notes to financial statements.


                                       12




                        FERRELLGAS PARTNERS FINANCE CORP.
                    (A wholly owned subsidiary of Ferrellgas
                                Partners, L.P.)

                            STATEMENTS OF CASH FLOWS
                                   (unaudited)




                                                                             Nine Months Ended
                                                             --------------------------------------------------
                                                                  April 30,                  April 30,
                                                                     2000                      1999
                                                             ---------------------    ------------------------

Cash Flows From Operating Activities:
                                                                                             
  Net loss                                                                 $(485)                  $(226)
                                                             ---------------------    ------------------------

      Cash used in operating activities                                     (485)                   (226)
                                                             ---------------------    ------------------------

Cash Flows From Financing Activities:
  Capital contribution                                                        485                    226
                                                              ---------------------  ------------------------

      Cash provided by financing activities                                   485                    226
                                                             ---------------------    ------------------------

Change in cash                                                                  -                      -
Cash - beginning of period                                                  1,000                  1,000
                                                             ---------------------    ------------------------

Cash - end of period                                                       $1,000                 $1,000
                                                             =====================    ========================


                       See notes to financial statements.








                          NOTES TO FINANCIAL STATEMENTS
                                 April 30, 2000
                                   (unaudited)

A.   Ferrellgas  Partners Finance Corp., a Delaware  corporation,  was formed on
     March 28, 1996,  and is a wholly-owned  subsidiary of Ferrellgas  Partners,
     L.P.

B.   The financial  statements reflect all adjustments which are, in the opinion
     of management,  necessary for a fair  presentation  of the interim  periods
     presented.  All  adjustments to the financial  statements were of a normal,
     recurring nature.

                                       13





ITEM 2.    MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
           RESULTS OF OPERATIONS

     The following is a discussion  of the results of  operations  and liquidity
and capital resources of Ferrellgas Partners, L.P. (the "Partnership" or "MLP").
Except for the  $160,000,000 of 9 3/8% Senior Secured Notes issued in April 1996
by the MLP and the related interest  expense,  Ferrellgas,  L.P. (the "Operating
Partnership"  or "OLP")  accounts  for  nearly all of the  consolidated  assets,
liabilities,  sales and earnings of the MLP. When the  discussion  refers to the
consolidated MLP, the term Partnership will be used.

     Ferrellgas  Partners  Finance Corp. has nominal assets and does not conduct
any  operations.  Accordingly,  a discussion  of the results of  operations  and
liquidity and capital resources is not presented.

Forward-looking statements

     Certain  statements  included in this report that are not historical facts,
including  statements  of whether or not the OLP will have  sufficient  funds to
meet its obligations and to enable it to distribute to the MLP sufficient  funds
to permit the MLP to meet its  obligations  with respect to the MLP Senior Notes
issued in April 1996, and sufficient  funds to pay the required  distribution on
both  the  Senior  Common  Units  (see  Note  E in  the  Consolidated  Financial
Statements  included  elsewhere  in  this  report)  and  the  Minimum  Quarterly
Distribution  ("MQD") ($0.50 per Unit) on all Common Units, are  forward-looking
statements.

     Such  statements  are subject to risks and  uncertainties  that could cause
actual results to differ  materially  from those  expressed in or implied by the
statements.  The risks and  uncertainties  and their effect on the Partnership's
operations  include  but are not  limited  to the  following:  a) the  effect of
weather  conditions on demand for propane,  b) price and availability of propane
supplies,  c) the availability of capacity to transport propane to market areas,
d)  competition  from other energy sources and within the propane  industry,  e)
operating risks incidental to transporting,  storing, and distributing  propane,
f) changes in interest rates, g) governmental  legislation and  regulations,  h)
energy efficiency and technology  trends,  i) savings due to synergies  realized
from the  integration  of the  operations  acquired  pursuant  to the  Thermogas
Acquisition,  and j) other factors that are discussed in the Risk Factor section
of the  Partnership's  most  recent  1933 Act  filing  with the  Securities  and
Exchange  Commission,  Amendment No. 1 to Form S-3  Registration  Statement,  as
filed February 5, 1999.

Results of Operations

     The propane  industry is seasonal in nature with peak  activity  during the
winter months. Due to the seasonality of the business and the timing of business
acquisitions, results of operations for the nine months ended April 30, 2000 and
1999,  are not  necessarily  indicative of the results to be expected for a full
year.  Other factors  affecting the results of  operations  include  competitive
conditions,  demand for  product,  variations  in weather  and  fluctuations  in
propane prices. As the Partnership has grown through  acquisitions,  fixed costs
such as  personnel  costs,  depreciation  and interest  expense have  increased.
Historically, these fixed cost increases have caused net losses in the first and
fourth  quarters  and net  income in the second  and third  quarters  to be more
pronounced.

     On December 17, 1999,  the  Partnership  purchased  Thermogas  L.L.C.  (the
"Thermogas  Acquisition" or "Thermogas"),  a subsidiary of Williams.  During the
second quarter of fiscal 2000, the  Partnership  was able to identify the effect
of the Thermogas Acquisition on the results of operations, because the Thermogas
operations  acquired were being operated separately from the existing Ferrellgas
operations. Beginning in the third quarter of fiscal 2000, the Partnership began
to implement its strategic and operating  plans for the integration of Thermogas
into the Partnership's  existing operations.  These integration actions resulted
in the merging of retail locations and the related  customer groups.  Due to the
extent of this integration, the Partnership is unable to quantify separately the
effect of the Thermogas  Acquisition  in the discussion of results of operations
in the current and future quarters.  Three Months Ended April 30, 2000 vs. April
30, 1999
                                       14


     Total Revenues. Total gas liquids and related product sales increased 73.1%
to $279,043,000 as compared to $161,192,000 in the third quarter of fiscal 1999,
primarily due to the addition of Thermogas  sales and increased  sales price per
gallon. For the quarter, temperatures were 18% warmer than normal and 12% warmer
than last year as reported by the American Gas Association.

     Sales  price  per  gallon  increased  due to the  effect  of a  significant
increase  in the  wholesale  cost of propane as  compared  to the prior  period.
Retail volumes increased 36.6% to 261,994,000 gallons as compared to 191,783,000
gallons  for the  prior  period,  primarily  due to the  acquisition  effect  of
Thermogas,  partially  offset by the effect of warmer  weather.  Other  revenues
increased  by  $12,497,000  primarily  due to  favorable  results  from the risk
management operations.

     Gross Profit.  Gross profit  increased 24.3% to $123,966,000 as compared to
$99,721,000  in the third quarter of fiscal 1999,  primarily due to gross profit
generated  from the  acquired  Thermogas  operations  and,  to a lesser  extent,
favorable results from the risk management operations, partially offset by lower
retail  margins and a reduction  in gallons due to warmer  weather.  Last year's
retail margins  benefited  significantly  from a low wholesale cost environment.
That cost environment was not repeated this year.

     Operating  Expenses.  Operating  expenses increased 33.6% to $70,556,000 as
compared to  $52,811,000  in the third  quarter of fiscal 1999  primarily due to
expenses related to the acquired Thermogas operations.

     Depreciation  and  Amortization.   Depreciation  and  amortization  expense
increased  43.0% to  $17,382,000  as compared to $12,156,000 in the same quarter
last year primarily due to the addition of intangibles  and property,  plant and
equipment  from the  Thermogas  Acquisition  and other  acquisitions  of propane
businesses.

     Equipment Lease Expense. Vehicle, tank and computer lease expense increased
by $4,822,000  primarily due to the addition of the operating tank leases during
the second quarter of fiscal 2000, and, to a lesser extent,  increased operating
lease  facilities for new vehicles and computers for the retail  locations.  See
Note H to the  Consolidated  Financial  Statements  included  elsewhere  in this
report for additional information regarding the operating tank leases.

     Interest  Expense.  Interest  expense  increased  37.9% to  $15,531,000  as
compared to  $11,264,000  in the third quarter of fiscal 1999.  This increase is
primarily  the  result  of  increased   borrowings   related  to  the  Thermogas
acquisition. As a result of the Thermogas Acquisition,  which closed on December
17, 1999, the OLP assumed  $183,000,000 in debt and also refinanced a portion of
its existing revolving credit facility  balances.  On February 28, 2000, the OLP
issued  $184,000,000  of fixed rate Senior Notes which have  maturities  ranging
from  2006 to 2009 and an  average  interest  rate of 8.8% in order to repay the
$183,000,000  in assumed debt. The additional  $1,000,000 in borrowings was used
to fund debt issuance costs. (see Financing Activities following)


Nine Months Ended April 30, 2000 vs. April 30, 1999

     Total Revenues. Total gas liquids and related product sales increased 48.6%
to $736,575,000 as compared to $495,735,000 for the prior period,  primarily due
to the addition of Thermogas sales and increased sales price per gallon. For the
fiscal year to date, temperatures were 14% warmer than normal and 6% warmer than
last year as reported by the American Gas Association.

     Sales  price  per  gallon  increased  due to the  effect  of a  significant
increase  in the  wholesale  cost of propane as  compared  to the prior  period.
Retail volumes increased 24.1% to 729,467,000 gallons as compared to 587,711,000
gallons  for the  prior  period,  primarily  due to the  acquisition  effect  of
Thermogas,  partially  offset by the effect of warmer  weather.  Other  revenues
increased by $32,826,000 primarily due to favorable results from risk management
operations.
                                       15


     Gross Profit.  Gross profit  increased 21.4% to $364,347,000 as compared to
$300,097,000  in the year ago period,  primarily  due to gross profit  generated
from the  acquired  Thermogas  operations  and,  to a lesser  extent,  increased
favorable results from the risk management operations, partially offset by lower
retail margins. Last year's margins benefited significantly from a low wholesale
cost environment. That cost environment was not repeated this year. In addition,
while the wholesale cost of propane rapidly increased during the year, the sales
price lagged the cost increase.

     Operating  Expenses.  Operating expenses increased 22.6% to $197,074,000 as
compared to  $160,763,000  in the first nine months of fiscal 2000 primarily due
to operating  expenses  incurred due to the acquired  Thermogas  operations  and
higher risk management related operating expenses.

     Depreciation  and  Amortization.   Depreciation  and  amortization  expense
increased  23.0% to $43,381,000  as compared to $35,273,000  for the same period
last year primarily due to the addition of intangibles  and property,  plant and
equipment  from the  Thermogas  Acquisition  and other  acquisitions  of propane
businesses.

     Equipment Lease Expense. Vehicle, tank and computer lease expense increased
by $8,120,000  due to the addition of the operating  tank leases,  and increased
operating lease facilities for new vehicles and computers for retail  locations.
See Note H to the Consolidated  Financial  Statements included elsewhere in this
report for additional information regarding the operating tank leases.

     Interest  Expense.  Interest  expense  increased  22.9% to  $42,809,000  as
compared to $34,842,000  in the first nine months of fiscal 2000.  This increase
is  primarily  the  result of  increased  borrowings  related  to the  Thermogas
Acquisition and, to a lesser extent, an increase in the overall average interest
rate paid by the Partnership. As a result of the Thermogas Acquisition closed on
December 17, 1999, the OLP assumed  $183,000,000  in debt and also  refinanced a
portion of its existing  revolving  credit  facility  balances.  On February 28,
2000,  the OLP  issued  $184,000,000  of fixed  rate  Senior  Notes  which  have
maturities  ranging  from 2006 to 2009 and an average  interest  rate of 8.8% in
order to repay the  $183,000,000  in assumed debt. The additional  $1,000,000 in
borrowings was used to fund debt issuance costs.

     The extraordinary  charge in fiscal 1999 is due primarily to the payment of
a $10,000,000  call premium  related to the refinancing of $200,000,000 of fixed
rate debt on August 5,  1998.  The  remaining  costs  relate to the write off of
unamortized  debt issuance  costs related to  refinancing of the fixed rate debt
and revolving credit facility balances. (See Financing Activities following)


Liquidity and Capital Resources

     The ability of the MLP to satisfy its  obligations is dependent upon future
performance,  which will be subject to prevailing economic,  financial, business
and weather conditions and other factors,  many of which are beyond its control.
Due  to  the  seasonality  of  the  Partnership's  retail  propane  business,  a
significant  portion of the Partnership's cash flow from operations is typically
generated during the winter heating season and the  Partnership's  corresponding
second and third fiscal quarters. During the summer season and the Partnership's
first and fourth  fiscal  quarters,  it is not  unusual for the  Partnership  to
generate  negative cash flow from operations due to lower retail sales offset by
fixed  expenses.  As experienced in previous  fiscal years,  the next two fiscal
quarters  ended July 31, 2000,  and October 31,  2000,  are expected to generate
negative cash flows from  operations,  and is typically the time period when the
Partnership utilizes other sources of funds to meet its obligations.  Subject to
meeting certain  financial tests discussed  below,  the General Partner believes
that the OLP will have  sufficient  funds  available to meet its obligations and
enable it to  distribute to the MLP  sufficient  funds to permit the MLP to meet
its obligations with respect to the $160,000,000  senior secured notes issued in
April 1996 ("MLP Senior  Secured  Notes") and enable it to distribute the MQD on
all Common Units for the fiscal  quarters  ending July 31, 2000, and October 31,
2000.
                                       16


     The MLP Senior  Secured  Notes,  the  $350,000,000  OLP senior notes ("$350
million Senior  Notes"),  the  $184,000,000  OLP senior notes issued in February
2000 ("$184 million Senior Notes"),  the  $157,000,000  amended and restated OLP
credit facility  ("Credit  Facility") and the $25,000,000 and  $135,000,000  OLP
operating  tank leases ("Tank  Leases")  (See  Financing  Activities  following)
contain several  financial tests and covenants which restrict the  Partnership's
ability to pay  distributions,  incur debt and engage in certain other  business
transactions.  These tests, in general,  are based on the Partnership's  debt to
cash flow ratio and cash flow to interest  expense  ratio.  The General  Partner
believes that the most  restrictive of these tests currently are debt incurrence
limitations  within the Credit  Facility and Tank Leases and  limitations on the
payment  of  distributions  within  the MLP  Senior  Secured  Notes.  The Credit
Facility  and Tank  Leases  limit the  OLP's  ability  to incur  debt if the OLP
exceeds  prescribed  ratios of either debt to cash flow or cash flow to interest
expense.  The MLP Senior Secured Notes  restrict  payments if a minimum ratio of
cash flow to interest expense is not met. This restriction places limitations on
the Partnership's ability to make certain restricted payments which include, but
are not limited to, the payment of distributions to unitholders. In general, the
cash  flow  used  to  determine   these   financial  tests  is  based  upon  the
Partnership's  most recent  cash flow  performance  giving pro forma  effect for
acquisitions and divestitures made during the test period.

     The  Partnership's  financial  performance  during both fiscal 1999 and the
first  three  quarters of fiscal  2000 have been  adversely  impacted by average
temperatures  that were among the  warmest  recorded  in the last 100 years.  In
addition, during fiscal 2000, the Partnership has experienced high product costs
which has negatively  impacted retail  margins.  Despite these  challenges,  the
Partnership  has  continued to meet all of its  financial  tests and  covenants.
These  include the debt  incurrence  tests  within the Credit  Facility and Tank
Leases and the MLP Senior  Secured  Notes  restricted  payment  test, as well as
other  financial  tests and covenants in the MLP Senior Secured Notes,  the $350
million Senior Notes,  the $184 million Senior Notes,  Credit  Facility and Tank
Leases.

     Based upon current  estimates of the  Partnership's  cash flow, the General
Partner  believes  that it will be able to meet  all of the  required  financial
tests and covenants for the fiscal quarters ending July 31, 2000 and October 31,
2000.  However,  due to the lower than expected  operating  results  experienced
during the current  fiscal year to date,  if the  Partnership  were to encounter
additional unexpected downturns in business operations, such as continued warmer
than normal weather or high products costs, the Partnership may not meet certain
financial  tests  during  immediate  future  quarters.  This  could  temporarily
restrict the ability of the OLP to incur debt or the MLP's  ability to make cash
distributions to its Common  Unitholders.  Depending on the  circumstances,  the
Partnership could consider  alternatives to permit the incurrence of debt at the
OLP or the continued  payment by the MLP of the quarterly cash  distribution  to
its  Common  Unitholders.  No  assurances  can  be  given,  however,  that  such
alternatives can or will be implemented with respect to any given quarter.


     Future  maintenance  and  working  capital  needs  of the  Partnership  are
expected to be provided by cash generated from future operations,  existing cash
balances and the working capital borrowing facility.  In order to fund expansive
capital  projects  and future  acquisitions,  the OLP may borrow on the existing
Credit  Facility,  the MLP or OLP  may  issue  additional  debt  (to the  extent
permitted under existing debt agreements) or the MLP may issue additional equity
securities, including, among others, Common Units.

     Toward  this  purpose,   on  February  5,  1999,  the  MLP  filed  a  shelf
registration   statement  with  the  Securities  and  Exchange  Commission  (the
"Commission")  for the periodic sale of up to $300,000,000 in debt and/or equity
securities.  The  registered  securities  would  be  available  for  sale by the
Partnership in the future to fund acquisitions or to reduce indebtedness.  Also,
the MLP  maintains  a shelf  registration  statement  with  the  Commission  for
2,010,484 Common Units  representing  limited partner  interests in the MLP. The
Common Units may be issued from time to time by the MLP in  connection  with the
OLP's  acquisition  of other  businesses,  properties  or securities in business
combination transactions.
                                       17


     On August 1, 1999,  the  subordination  period  ended and the  Subordinated
Units converted to Common Units. This conversion is more fully described in Note
G of the Consolidated Financial Statements provided herein.

     Operating Activities. Cash provided by operating activities was $33,675,000
for the nine months ended April 30, 2000,  compared to $77,372,000 for the prior
period.  This decrease in cash provided from  operations is primarily due to the
net  effect of  increased  wholesale  cost of product  on  accounts  receivable,
inventory,  and accounts  payable and to a lesser  extent the timing of receipts
and payments related to risk management activities.

     Investing  Activities.  During the nine months ended April 30, 2000, before
the effect of the Thermogas Acquisition,  the Partnership made total acquisition
capital expenditures of $7,088,000. This amount was funded by $6,294,000 of cash
payments,  $601,000 of  noncompete  notes,  $46,000 of Common  Units  issued and
$147,000 of other costs and consideration.

     On December 17, 1999, the Partnership  purchased Thermogas.  At closing the
Partnership  entered  into  the  following  noncash   transactions:   a)  issued
$175,000,000  in Senior  Common Units to the seller,  b) assumed a  $183,000,000
bridge loan,  which was refinanced  from the proceeds of the $184 million Senior
Notes issued on February 28, 2000, and c) assumed a $135,000,000  operating tank
lease.  After the  conclusion  of these  acquisition-related  transactions,  the
Partnership acquired $61,842,000 of cash which remained on the Thermogas balance
sheet. The Partnership has paid $15,589,000 in additional costs and fees related
to the acquisition  between December 17, 1999 and April 30, 2000. As part of the
Thermogas  Acquisition,  the OLP agreed to  reimburse  Williams for the value of
working capital received by the Partnership in excess of $9,147,500.  On June 6,
2000,  the OLP and Williams  agreed upon the amount of working  capital that was
acquired  by the  Partnership  on  December  17,  1999.  The OLP has  reimbursed
Williams  $5,652,500 as final  settlement of this working capital  reimbursement
obligation.

     The  Partnership  has accrued  $7,033,000 in exit costs which it expects to
incur  within  twelve  months from the  acquisition  date as it  implements  the
integration of the Thermogas  operations.  As of April 30, 2000, the Partnership
has paid  $449,000 of exit costs.  Other than future  effects from the Thermogas
Acquisition, the Partnership does not have any material commitments of funds for
capital  expenditures other than to support the current level of operations.  In
fiscal 2000, the  Partnership  does not expect a significant  increase in growth
and maintenance capital expenditures resulting from the Thermogas Acquisition as
compared to fiscal 1999 levels.

     During the nine months ended April 30, 2000,  the  Partnership  made growth
and maintenance capital expenditures of $18,631,000  consisting primarily of the
following:  1) additions to Partnership-owned  customer tanks and cylinders,  2)
relocating  and  upgrading  district  plant  facilities,  3) upgrading  computer
equipment and software,  and 4) vehicle lease buyouts.  Capital requirements for
repair and maintenance of property, plant and equipment are relatively low since
technological  change is  limited  and the  useful  lives of  propane  tanks and
cylinders, the Partnership's principal physical assets, are generally long.

     The Partnership meets its vehicle and transportation  equipment fleet needs
by leasing  light and medium duty  trucks,  tractors and  trailers.  The General
Partner  believes  vehicle  leasing is a  cost-effective  method for meeting the
Partnership's transportation equipment needs.

     The  Partnership   continues  seeking  to  expand  its  operations  through
strategic  acquisitions of smaller retail propane  operations located throughout
the United States. These acquisitions will be funded through internal cash flow,
external borrowings or the issuance of additional Partnership interests.

     Financing  Activities.  On February 28, 2000,  the OLP issued the privately
placed  unsecured  $184
                                       18


 million  Senior Notes.  The proceeds of the $184 million
Senior Notes,  which include three series with maturities ranging from year 2006
through 2009 and an average  fixed  interest  rate of 8.8%,  were used to retire
$183,000,000  of OLP  bridge  loan  financing  assumed  in  connection  with the
Thermogas Acquisition.

     On December 6, 1999, the OLP entered into,  with Banc of America  Leasing &
Capital, LLC. as lender, a $25,000,000 operating tank lease facility involving a
portion  of the  OLP's  customer  tanks.  This  operating  lease has a term that
expires June 30, 2003 and may be extended for two additional one-year periods at
the option of the OLP, if such extension is approved by the lessor.

     On December 17,  1999,  immediately  prior to the closing of the  Thermogas
Acquisition (See Note J), Thermogas entered into, with Banc of America Leasing &
Capital, LLC as lender, a $135,000,000 operating tank lease facility involving a
portion of its customer  tanks. In connection with the acquisition of Thermogas,
the OLP assumed all  obligations  under the  $135,000,000  operating  tank lease
facility,  which have terms and  conditions  similar  to the  December  6, 1999,
$25,000,000 operating tank lease facility discussed above.

     On April 18, 2000, the  Partnership  completed the  syndication of both the
$25,000,000 and $135,000,000 operating tank lease facilities to a group of banks
and other financial institutions.

     On August 4, 1998,  the OLP  issued the  privately  placed  unsecured  $350
million Senior Notes and entered into a Credit Facility with its existing banks.
The proceeds of the Senior  Notes,  which  include  five series with  maturities
ranging from year 2005 through 2013 at an average fixed  interest rate of 7.16%,
were used to redeem  $200,000,000  of OLP fixed rate senior notes issued in July
1994, including a 5% call premium,  and to repay outstanding  indebtedness under
the  former OLP  revolving  credit  facility.  On  December  17,  1999,  the OLP
terminated its Additional Credit Facility  agreement that it had entered into on
April 30,  1999.  This  facility  had  provided  for an  unsecured  facility for
acquisitions,   capital  expenditures,   and  general  corporate  purposes.  The
outstanding  Additional  Credit  Facility before its termination on December 17,
1999 was $35,000,000.

     On April 18,  2000,  the  Partnership  entered into an amended and restated
credit facility.  This $157,000,000  Credit Facility,  which expires on June 30,
2003 amends and restates the previous  $145,000,000 Credit Facility.  During the
nine months ended April 30,  2000,  the  Partnership  repaid  $2,627,000  to its
credit  facility  as it related to the  funding  of  working  capital,  business
acquisitions,  and capital expenditure needs. At April 30, 2000,  $21,600,000 of
borrowings  were  outstanding  under the  Credit  Facility.  Nearly all of these
borrowings  carried an  interest  rate of LIBOR plus 2.25% or 8.44%.  Letters of
credit outstanding, used primarily to secure obligations under certain insurance
arrangements,  totaled $25,865,000. At April 30, 2000, the Operating Partnership
had  $109,535,000  available  for  general  corporate,  acquisition  and working
capital purposes under the Credit Facility.  Based on the pricing grid contained
in the Credit Facility,  the current  borrowing rate for future borrowings under
the Credit Facility is 2.25% plus LIBOR.

     Effective  April 27, 2000,  the  Partnership  entered into an interest rate
swap  agreement  ("Swap  Agreement")  with  Bank  of  America,  related  to  the
semi-annual interest payment due on the $160,000,000 fixed rate Senior Notes due
2006 ("MLP Senior  Notes").  The Swap  Agreement,  which  expires June 15, 2006,
requires  Bank of America to pay the stated  fixed  interest  rate  (annual rate
9.375%)  pursuant to the MLP Senior Notes equaling  $7,500,000  every six months
due on each June 15 and December 15. In exchange, the Partnership is required to
make  quarterly  floating  interest  rate  payments on the 15th of March,  June,
September  and December  based on an annual  interest  rate equal to the 3 month
LIBOR  interest  rate  plus  1.655%  applied  to the  same  notional  amount  of
$160,000,000.

     Effective June 2, 2000, the OLP entered into an interest rate cap agreement
("Cap  Agreement")  with Bank of  America,  related to variable  quarterly  rent
payments  due  pursuant to two  operating  tank lease  agreements.  The variable
quarterly  rent  payments  are  determined  based  upon a floating  LIBOR  based
interest rate. The Cap Agreement,  which expires June 30, 2003, requires Bank of
America to pay the OLP
                                       19


 at the end of each March,  June,  September  and December
the difference,  if any,  between the applicable 3 month floating LIBOR interest
rate and a cap of 9.3%,  applied to the total  obligation due each quarter under
the two operating tank lease  agreements.  The total  obligation under these two
operating tank lease agreements as of April 30, 2000 was $159,600,000.

     On May 19, 2000, the Partnership  declared an in-kind cash  distribution of
$1.00 per Senior Common Unit payable by the issuance of additional Senior Common
Units  (see  Notes G and I in the  Consolidated  Financial  Statements  included
elsewhere  in this  report for  additional  information  regarding  the  in-kind
distributions  to the Senior  Common  Unitholders)  and $0.50 per  Common  Unit,
payable June 14, 2000.

     Adoption of New Accounting  Standards.  The Financial  Accounting Standards
Board ("FASB") recently issued Statement of Financial  Accounting  Standards No.
133 "Accounting for Derivative  Instruments and Hedging  Activities"  ("SFAS No.
133"). SFAS No. 133, as amended by SFAS No. 137 is required to be adopted by the
Partnership  for the first quarter of fiscal 2001. The  Partnership is currently
assessing  its  impact  on the  Partnership's  financial  position,  results  of
operations and cash flows.


ITEM 3.    QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

     The  market  risk  inherent  in the  Partnership's  market  risk  sensitive
instruments  and positions is the potential loss arising from adverse changes in
commodity prices.  Additionally,  the Partnership seeks to mitigate its interest
rate risk  exposure on variable  rate debt by entering into interest rate collar
agreements.  After  the  execution  of the  Swap  Transaction,  the  Partnership
effectively  had  $181,600,000  in variable rate debt and  $25,000,000  notional
amount  of  interest  rate  collar  agreements  effectively  outstanding.  Thus,
assuming  a 100  basis  point  increase  in the  variable  interest  rate to the
Partnership,  the interest rate risk related to the variable rate debt, the Swap
Transaction and the associated  interest rate collar  agreements is not material
to the financial statements.

     The  Partnership's  risk  management  activities  utilize  certain types of
energy  commodity  forward  contracts  and swaps traded on the  over-the-counter
financial  markets  and  futures  traded  on the New  York  Mercantile  Exchange
("NYMEX" or "Exchange")  to anticipate  market  movements,  manage and hedge its
exposure  to the  volatility  of  floating  commodity  prices and to protect its
inventory  positions.  The  Partnership's  purchase  price  protection  strategy
activity also utilizes  certain  over-the-counter  energy  commodity  options to
limit overall price risk and to hedge its exposure to inventory price movements.

     Market risks  associated  with energy  commodities  are monitored daily for
compliance with the Partnership's  risk management  trading policy.  This policy
includes  specific  dollar  exposure  limits,  limits  on the  term  of  various
contracts and volume limits for various energy commodities. The Partnership also
utilizes loss limits and daily review of open  positions to manage  exposures to
changing market prices.

     Market and Credit Risk. NYMEX traded futures are guaranteed by the Exchange
and have  nominal  credit  risk.  The  Partnership  is  exposed  to credit  risk
associated  with  futures,  swaps  and  option  transactions  in  the  event  of
nonperformance  by  counterparties.   For  each  counterparty,  the  Partnership
analyzes  the  financial   condition   prior  to  entering  into  an  agreement,
establishes  credit limits and monitors the  appropriateness  of each limit. The
change in market value of Exchange-traded  futures contracts requires daily cash
settlement  in  margin   accounts   with   brokers.   Forwards  and  most  other
over-the-counter  instruments  are  generally  settled at the  expiration of the
contract term.

     Sensitivity  Analysis.  The Partnership has prepared a sensitivity analysis
to  estimate  the  exposure to market  risk of its energy  commodity  positions.
Forward  contracts,   futures,  swaps  and  options  were  analyzed  assuming  a
hypothetical  10% change in forward prices for the delivery month for all energy
commodities.  The potential loss in future  earnings from these positions from a
10% adverse  movement in market prices of the underlying  energy  commodities is
estimated  at  $1,500,000  as of April  30,  2000.  The  preceding  hypothetical
analysis is limited  because  changes in prices may or may not equal 10%.  Thus,
actual results may differ.
                                       20






                           PART II - OTHER INFORMATION

ITEM 1.    LEGAL PROCEEDINGS

           Not applicable.

ITEM 2.    CHANGES IN SECURITIES AND USE OF PROCEEDS

            On December 17, 1999,  the  Partnership  purchased all of the member
            interests in Thermogas  from Williams  Natural Gas Liquids,  Inc. in
            consideration  for the issuance of Senior Common Units.  (See Note J
            in the Consolidated  Financial Statement contained elsewhere in this
            document.)  The  Senior  Common  Units  represent   limited  partner
            interests in the Partnership,  and their face value was $175,000,000
            million.  Williams  Natural Gas Liquids  qualified as an  accredited
            investor (as that term is defined in Rule 501 of  Regulation  D) and
            was the only purchaser of the Senior Common Units. As a result,  the
            issuance of Senior Common Units was exempted  from the  registration
            requirements   of  the  Securities  Act  pursuant  to  Rule  506  of
            Regulation D.

            The Senior Common Units  entitle the holder to annual  distributions
            from  the  Partnership  equivalent  to 10  percent  of  face  value.
            Distributions  are payable  quarterly  in kind  through  issuance of
            further  Senior  Common  Units until  February 1, 2002,  after which
            distributions are payable in cash. Distributions are also payable in
            cash upon the  occurrence  of a  Material  Event,  as defined in the
            Partnership  Agreement.  These distributions are made to the holders
            of Senior Common Units in  preference  over holders of Common Units.
            Williams has the right, subject to certain events and conditions, to
            convert any outstanding Senior Common Units into Common Units either
            at the end of two years or upon the occurrence of a Material  Event,
            as defined in the Partnership Agreement.

            On June 5, 2000, the Common Unitholders  approved  amendments to the
            MLP's  partnership  agreement  to allow  for the  conversion  of the
            Senior Common Units into Common Units in  accordance  with the terms
            of the partnership agreement and for those Common Units so converted
            to be able to vote,  regardless of the restriction  otherwise placed
            on voting if a holder owns more than 20% of the MLP.

            Additionally, on June 5, 2000, the General Partner amended the MLP's
            and the OLP's partnership  agreements,  as allowed therein, to allow
            the MLP and the OLP to structure and complete  transactions when the
            General  Partner  may not  have  the  cash  available  to  make  the
            applicable capital contribution.

            Specifically,  the  amendments  provide  for the issuance of 316,233
            General  Partner  Units  in  the  MLP  that  represent  the  General
            Partner's  current 1%  interest.  The  General  Partner is no longer
            obligated to make a capital  contribution to the MLP upon the making
            of a capital  contribution  by another person or the issuance of MLP
            securities.  However,  if the  General  Partner  does not make  that
            capital  contribution,  its  1%  interest  in  the  MLP  is  reduced
            accordingly.  Similar  amendments  were made with respect to the OLP
            partnership agreement, although no General Partner Units were issued
            with respect to the OLP.  Generally,  the General Partner is allowed
            at any time to make any capital  contribution  otherwise not made to
            retain its overall 2% interest in the MLP and the OLP.

                                       21




ITEM 3.    DEFAULTS UPON SENIOR SECURITIES

           Not applicable.

ITEM 4.    SUBMISSION TO A VOTE OF SECURITIES HOLDERS

            The Partnership held a special meeting of common unitholders on June
            5, 2000. The common  unitholders  voted in favor of two proposals at
            the special meeting as follows:

           1. A proposal to approve  the  conversion  provisions  related to our
           recently issued senior units to allow the holders of the senior units
           to elect to  convert  into  our  common  units  upon the  earlier  of
           February 1, 2002 or the occurrence of a material event, as defined in
           our partnership agreement:

               FOR                  AGAINST           ABSTAIN
               22,930,907           254,008           171,954

           2. A  proposal  to  amend  the  definition  of  "outstanding"  in our
           partnership  agreement to provide that Williams  Natural Gas Liquids,
           Inc., its successors or The Williams  Companies,  Inc., as holders of
           common units  obtained upon the  conversion of the senior units,  may
           vote their  common units and shall be entitled to all other rights as
           our common unitholders:

               FOR                  AGAINST          ABSTAIN
               22,987,638           209,331          159,660

ITEM 5.    OTHER INFORMATION

           Not applicable.

ITEM 6.    EXHIBITS AND REPORTS ON FORM 8-K.

          (a)  Exhibits



    Exhibit No.       Description of Exhibit


              3.1     Second Amended and Restated Agreement of Limited
                      Partnership of Ferrellgas Partners, L.P.
                      dated as of June 5, 2000.


              10.1    Third Amended and Restated  Credit  Agreement  dated as of
                      April 18, 2000, among Ferrellgas,  L.P., Ferrellgas, Inc.,
                      Bank of America National Trust and Savings Association, as
                      administrative agent, and the other financial institutions
                      party thereto.


              10.2    First Amendment to the Second Amended and Restated
                      Agreement of Limited Partnership of
                      Ferrellgas, L.P.


              10.3    Omnibus Amendment Agreement No. 2, Dated As Of April 18,
                      2000, In Respect Of Ferrellgas, LP TRUST NO. 1999-A
                      Participation Agreement Lease Intended As Security
                      Loan Agreement Each Dated As Of December 1, 1999
                                       22




          10.4    Omnibus Amendment Agreement No. 2 Dated As Of April 18, 2000
                  in respect ofTHERMOGAS TRUST NO. 1999-A Participation
                  Agreement Lease Intended as Security Loan Agreement Each Dated
                  As Of December 15, 1999

          27.1        Financial Data Schedule - Ferrellgas Partners, L.P.
                      (filed in electronic format only)

          27.2        Financial Data Schedule - Ferrellgas Partners Finance
                      Corp. (filed in electronic format only)


          (b)  Reports on Form 8-K

            The Partnership  filed the following  reports on Form 8-K during the
quarter ended April 30, 2000.

(1)             Form 8-K/A Amendment No. 1 dated March 1, 2000,  reporting that
               Ferrellgas  Partners,  L.P.  completed the
              acquisition  of all of the member  interests in  Thermogas  L.L.C.
               from  Williams.  This  amendment includes the required audited
               and pro forma financial statements.

(2)            Form  8-K  dated  March  2,  2000,   announcing  that  Ferrellgas
               Partners, L.P. operating subsidiary,  Ferrellgas, L.P., completed
               the  issuance  of $184  million of fixed rate  Senior  Notes in a
               private  placement  to  qualified  institutional  investors.  The
               proceeds  of the  financing  were  used to pay off the  temporary
               financing  associated  with the  acquisition  of  Thermogas,  the
               nation's fifth largest retail marketer of propane.



                                       23



                                   SIGNATURES


         Pursuant to the  requirements  of the Securities  Exchange Act of 1934,
the  registrants  have duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.


                                   FERRELLGAS PARTNERS, L.P.

                                   By Ferrellgas, Inc. (General Partner)


Date: June 14, 2000                By     /s/ Kevin T. Kelly
                                   ---------------------------------------------
                                   Kevin T. Kelly
                                   Vice President and Chief
                                   Financial Officer (Principal
                                   Financial and Accounting Officer)



                        FERRELLGAS PARTNERS FINANCE CORP.


Date: June 14, 2000                By     /s/ Kevin T. Kelly
                                   ---------------------------------------------
                                   Kevin T. Kelly
                                   Chief Financial Officer (Principal
                                   Financial and Accounting Officer)


                                       24




                                INDEX TO EXHIBITS


    Exhibit No.                                         Description of Exhibit


              3.1     Second Amended and Restated Agreement of Limited
                      Partnership of Ferrellgas Partners, L.P.
                      dated as of June 5, 2000.


              10.1    Third Amended and Restated  Credit  Agreement  dated as of
                      April 18, 2000, among Ferrellgas,  L.P., Ferrellgas, Inc.,
                      Bank of America National Trust and Savings Association, as
                      administrative agent, and the other financial institutions
                      party thereto.


              10.2    First Amendment to the Second Amended and Restated
                      Agreement of Limited Partnership of
                      Ferrellgas, L.P.


              10.3    Omnibus Amendment Agreement No. 2, Dated As Of April 18,
                      2000, In Respect Of Ferrellgas, LP
                      TRUST NO. 1999-A Participation Agreement Lease Intended
                      As Security Loan Agreement Each Dated
                      As Of December 1, 1999


              10.4    Omnibus Amendment Agreement No. 2 Dated As Of April 18,
                      2000 in respect of THERMOGAS TRUST NO. 1999-A
                      Participation Agreement Lease Intended as Security
                      Loan Agreement Each Dated As Of December 15, 1999

              27.1    Financial Data Schedule - Ferrellgas Partners, L.P.
                      (filed in electronic format only)

              27.2    Financial Data Schedule - Ferrellgas Partners Finance
                      Corp. (filed in electronic format only)


                                       25