Exhibit 10.11
                  SECOND AMENDMENT TO CONTRIBUTION, CONVEYANCE
                            AND ASSUMPTION AGREEMENT


This Amendment (the "Amendment  Agreement") to the Contribution,  Conveyance and
Assumption  Agreement,  dated as of July 5, 1994,  is made and  entered  into on
March 1,  1995 by and  among  Ferrellgas  Partners,  L.P.,  a  Delaware  limited
partnership  (the "Master  Partnership"),  Ferrellgas,  L.P., a Delaware limited
partnership  (the  "Operating  Partnership"),  and  Ferrellgas,  Inc. a Delaware
corporation (the "Company").

                                    RECITALS

         WHEREAS,  on July 1, 1994 the Company,  the Master  Partnership and the
Operating  Partnership,  entered  into a ceratin  Contribution,  Conveyance  and
Assumption  Agreement (the  "Contribution  Agreement") and a certain  Conveyance
Assignment and Bill of Sale (the "Bill of Sale") both dated effective as of July
5, 1994; and

         WHEREAS,   the  Company,  the  Master  Partnership  and  the  Operating
Partnership  have  entered  into a  certain  First  Amendment  to  Contribution,
Conveyance and Assumption Agreement dated July 5, 1994; and

         WHEREAS,   the  Company,  the  Master  Partnership  and  the  Operating
Partnership  desire to execute this  Amendment  Agreement in order to revise the
schedule entitled  "Schedule 1 - Excluded Assets" to include the common stock of
Ferrell Propane Gas Company of Missouri, which was erroneously omitted from such
schedule.

         NOW,  THEREFORE,  in  consideration  of their mutual  undertakings  and
agreements  hereunder,  the Company,  the Master  Partnership  and the Operating
Partnership agree as follows:

         1.  Modification  of  Schedule 1 - EXCLUDED  ASSETS.  Schedule 1 of the
Contribution  Agreement,  entitled  "EXCLUDED ASSETS, " Is hereby deleted in its
entirety and the following schedule 1 is inserted in its place:

                                   "Schedule 1

                                 EXCLUDED ASSETS

         Ferrellgas, Inc. will not contribute to Ferrellgas, L.P. the following
 Assets (the "Excluded Assets"):

                  (1) Thirty Nine Million Dollars ($39,000,000.00) in cash

                  (2) Seventeen Million Dollars  ($17,000,000.00) in receivables
from affiliates of its parent, Ferrell Companies, Inc.

                  (3) Class B redeemable common stock of Ferrell Companies,  Inc
with a book value of approximately Thirty Six Million Dollars ($36,000,000.00)

                  (4)  All of the outstanding shares of Common Stock of Ferrell
 Propane Gas Company of Missouri."

         2. No Other  Amendment of  Modification.  Except as explicitly  amended
pursuant to paragraph 1 of this Amendment Agreement, no amendment,  modification
or other change is made pursuant to the Amendment  Agreement to the Contribution
Agreement. This Amendment Agreement shall hereafter be referred to as the Second
Amendment  to  the  Contribution   Conveyance  and  Assumption  Agreement  dated
effective July 5, 1994.

         IN WITNESS WHEREOF,  this Amendment Agreement has been duly executed by
the parties hereto as of the date first above written.


                                FERRELLGAS, INC.

                           By: _______________________
                                                            Danley K. Sheldon
                                                       Senior Vice President and
                                                         Chief Financial Officer

                                FERRELLGAS, L.P.
                            By: Ferrellgas, Inc., as
                                                              General Partner

                         By: __________________________
                                                            Danley K. Sheldon
                                                       Senior Vice President and
                                                         Chief Financial Officer

                            FERRELLGAS PARTNERS, L.P.
                             By: Ferrellgas, Inc. as
                                                              General Partner

                                             By:  ___________________________
                                                             Danley K. Sheldon
                            Senior Vice President and
                             Chief Financial Officer