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             SECURITIES AND EXCHANGE COMMISSION

                   Washington, D.C.  20549

               
                         FORM 8-K/A
                       AMENDMENT NO. 2

                       CURRENT REPORT


             Pursuant to Section 13 or 15(d) of
             the Securities Exchange Act of 1934


              Date of Report:  November 10, 1994

     Date of Earliest Event Reported:  November 1, 1994

                              
                      Ferrellgas, L.P.
                  Ferrellgas Finance Corp.

 (Exact name of registrants as specified in their charters)

                              
                          Delaware

      (State or other jurisdictions of incorporation or organization)


          33-53379                           43-1698481
          33-53379-01                        43-1677595
                                                                           
(Commission File Numbers)         (I.R.S. Employer Identification Nos.)


         One Liberty Plaza, Liberty, Missouri  64068

(Address of principal executive offices, including zip code)


                       (816) 792-1600

    (Registrants' telephone number, including area code)
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ITEM 7.  FINANCIAL STATEMENTS AND EXHIBITS.


         (b) PRO FORMA FINANCIAL INFORMATION.

           The  unaudited  pro forma consolidated  financial
statements  of  Ferrellgas Partners, L.P. and Vision  Energy
Resources, Inc. as of July 31, 1994 and for the fiscal  year
ended  July  31,  1994  are filed as Exhibit  99.3  to  this
Current Report.

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                           SIGNATURES


           Pursuant  to  the requirements of the  Securities
Exchange  Act of 1934, the registrant has duly  caused  this
report  to  be  signed  on  its behalf  by  the  undersigned
hereunto duly authorized.


                              FERRELLGAS, L.P.

                              By:  FERRELLGAS, INC. (General Partner)

                              By:  /s/ Danley K. Sheldon
                                  -------------------------
                                   Danley K. Sheldon
                                   Senior Vice President and Chief
                                   Financial Officer
                                   (Principal Financial and
                                   Accounting Officer)



Date:  August 16, 1995

                              FERRELLGAS FINANCE CORP.


                              By:  /s/ Danley K. Sheldon
                                   ----------------------
                                   Danley K. Sheldon     
                                   Senior Vice President and Chief
                                   Financial Officer 
                                   (Principal Financial and
                                   Accounting Officer)



Date:  August 16, 1995
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                        EXHIBIT INDEX

                                                      SEQUENTIAL 
    EXHIBIT NO          DESCRIPTION OF EXHIBIT         PAGE NO.
    ----------          ----------------------        ----------
      99.3              Pro forma consolidated             7
                        financial statements
                        of Ferrellgas Partners,  
                        L.P. and Vision Energy
                        Resources, Inc. as
                        of July 31, 1994 and
                        for  the fiscal year
                        ended July 31, 1994
                        (unaudited)
                     
                                           
___________________

*This  information  appears  only  in  the  manually  signed original of this 
Current Report on Form 8-K.