For release:      Immediate
Contacts:         Kenneth A. Heinz, Investor Relations, 816-792-6907
                  Pam Blase, Media Relations, 816-792-7902


                   Ferrellgas completes Thermogas acquisition,
                   creating largest retail propane marketer in the United States


         Liberty, Mo. (December 17, 1999)--Ferrellgas  Partners, L.P. (NYSE:FGP)
announced  today that it has completed the previously  announced  acquisition of
Thermogas from Williams  (NYSE:WMB) of Tulsa,  Oklahoma,  for $432.5 million. At
closing,  Williams  received  $257.5  million cash and $175 million newly issued
Senior  Common  Units  of  Ferrellgas  Partners,  L.P.  This  transaction  makes
Ferrellgas the nation's largest retail propane marketer,  with sales approaching
1 billion gallons and serving more than 1 million Customers in 45 states.
         "The transaction solidifies our position as the leading consolidator in
our industry and gives us a great platform from which to continue our aggressive
acquisition activities," said Danley K. Sheldon, Ferrellgas' President and Chief
Executive Officer.  "It will immediately  provide a large boost to our cash flow
and earnings.  The transaction is accretive and we expect the ongoing  increased
cash  flow will  support  future  quarterly  distributions  to our  unitholders.
Moreover,  the  acquisition  was completed  just as we move into the full winter
heating season."
         Ferrellgas  currently pays a $.50 per quarter cash distribution on each
of the partnership's  publicly traded Common Units. The Senior Common Units held
by Williams  will receive  quarterly  distributions  of  additional  partnership
Senior  Common Units  instead of a cash  distribution  for a period of up to two
years at an annual rate of 10 percent.  Further, the partnership  estimates that
cash distributions on Common Units are

deferred  from  federal  income  tax  for a  period  of five  years.  Ferrellgas
Employees own  approximately  50 percent of the partnership  through an Employee
Stock Ownership Plan.
         "This  transaction  benefits  both Williams and  Ferrellgas,"  said Don
Wellendorf,  Vice President of Strategic  Development  and Planning for Williams
Energy Services.  "Williams can invest the sales proceeds in its core businesses
and Ferrellgas'  management team has a proven ability to integrate large propane
acquisitions and deliver strong financial results."
         "We  enthusiastically  welcome  Thermogas'  1,400  Employees  and  look
forward to working with them as  Employee-Owners  of the largest propane company
in the United States," Sheldon said.
         Banc of America Securities LLC acted as financial advisor to Ferrellgas
in connection with this transaction.
         Thermogas  was the nation's  fifth  largest  propane  retailer with 180
retail outlets in 18 states,  annual sales of approximately 300 million gallons,
and more  than  330,000  residential,  industrial/commercial,  and  agricultural
Customers.  Thermogas'  strongest  geographic areas of concentration  are in the
upper-Midwest.
         Prior to the  transaction,  Ferrellgas was the nation's  second largest
retail  propane  company.  The combined  operation now has  approximately  6,000
Employees in more than 700 retail locations in 45 states.