Exhibit 4.1

                               November 20, 2003



Ferrellgas Partners, L.P.
Ferrellgas, L.P.
Ferrellgas, Inc.
One Liberty Plaza
Liberty, Missouri 64068

Attention:      Mr. Kevin T. Kelly
                Senior Vice President and Chief Financial Officer

        Re:     Waiver and Acknowledgement of No Material Event

Ladies and Gentlemen:

     As holder of all of the issued and  outstanding  senior units  representing
limited partner  interests  ("Senior Units") of Ferrellgas  Partners,  L.P. (the
"Partnership"), JEF Capital Management, Inc. ("JEF") is a party to:

(a)     the Fourth Amended and Restated Agreement of Limited Partnership of the
        Partnership dated as of February 18, 2003 (the "Partnership Agreement");

(b)     the Representations Agreement dated as of December 17, 1999, as amended;

(c)     the Registration Rights Agreement dated as of December 17, 1999, as
        amended;

(d)     the Purchase Agreement dated as of November 7, 1999, as amended;

(e)     the Letter of Instruction dated April 6, 2001, between JEF and Bank of
        America, N.A., as Administrative Agent ("BofA"), and agreed and
        acknowledged by the Partnership; and

(f)     the Letter of Instruction dated April 6, 2001, between JEF and BofA and
        agreed and acknowledged by Ferrellgas, L.P.

The  above-referenced  documents  are  referred to  collectively  as the "Waiver
Documents."

     The  Partnership  informed  JEF that the  Partnership  may  desire to issue
common units  representing  limited  partner  interests in the Partnership on or
prior to March 31, 2004,  and not be required to redeem Senior Units pursuant to
the Partnership Agreement.

     Therefore,  JEF  hereby  waives  the  requirements  of  clause  (d)  of the
definition of "Material Event" in the Partnership  Agreement for the issuance of
common units  representing  limited partner  interests in the Partnership at any
time  and  from  time to time on or prior to March  31,  2004,  and  agrees  and
acknowledges that any such issuance shall not be deemed to be a "Material Event"
pursuant to any of the Waiver Documents.


                                  Page 1 of 2



     In  consideration  of  JEF's  waiving  its  rights  under  the  Partnership
Agreement as provided above, you hereby agree that (i) the Partnership shall not
exercise its right to redeem any Senior  Units  before March 31, 2004,  and (ii)
the Partnership  shall  reimburse JEF for its reasonable  legal fees incurred in
connection with the execution of this letter  agreement,  which legal fees shall
not exceed $70,000.

     This letter  agreement  shall be governed by, and  construed in  accordance
with, the laws of the State of Missouri.  This letter  agreement may be executed
in any number of counterparts  which, when taken together,  shall constitute one
agreement.

     If the foregoing  terms are  acceptable  to you,  please  acknowledge  your
agreement  to such  terms  by  executing  this  letter  agreement  in the  space
indicated below.

                                                     Very truly yours,

                                                    JEF CAPITAL MANAGEMENT, INC.


                                                     By:/s/ Theresa Schekirke
                                                     ---------------------------
                                                           Theresa Schekirke
                                                           President

Agreed To and Accepted this
20th day of November, 2003

FERRELLGAS PARTNERS, L.P.

By:   Ferrellgas, Inc.,
      Its General Partner

By: /s/ Kevin T. Kelly
- -------------------------------------------------------
      Kevin T. Kelly
      Senior Vice President and Chief Financial Officer

FERRELLGAS, L.P.

By:   Ferrellgas, Inc.,
      Its General Partner

By: /s/ Kevin T. Kelly
- -------------------------------------------------------
      Kevin T. Kelly
      Senior Vice President and Chief Financial Officer

FERRELLGAS, INC.

By: /s/ Kevin T. Kelly
- -------------------------------------------------------
      Kevin T. Kelly
      Senior Vice President and Chief Financial Officer


                                  Page 2 of 2