AMENDMENT NO. 1 TO THE
                         AMENDED AND RESTATED AGREEMENT
                            OF LIMITED PARTNERSHIP OF
                             NATIONAL PROPANE, L.P.

        This Amendment No. 1 to the Partnership  Agreement of National  Propane,
L.P. (the "Partnership") is hereby made as of this 1st day of November, 1996, by
and among National Propane Corporation, a Delaware corporation,  as the Managing
General  Partner,  National  Propane SGP, Inc., a Delaware  corporation,  as the
Special General Partner, and the limited partner of the Partnership.

                              W I T N E S S E T H:

        WHEREAS,  the  Partnership  was  heretofore  organized  and  now  exists
pursuant  to the  Amended  and  Restated  Agreement  of Limited  Partnership  of
National Propane, L.P., dated as of July 2, 1996 (the "Partnership Agreement");

        WHEREAS,  Section 13.1 of the Partnership  Agreement provides procedures
for the amendment of the Partnership  Agreement by the Managing  General Partner
without obtaining the approval of any Partner; and

        WHEREAS,  the Managing General Partner proposes to adopt an amendment to
the  Partnership  Agreement  pursuant to the  authority  granted in such Section
13.1.

                                    AGREEMENT

        NOW, THEREFORE, in consideration of the promises and mutual covenants of
the  parties  hereto and for good and  valuable  consideration,  the receipt and
sufficiency of which are hereby acknowledged, it is agreed as follows:

        1. Capitalized terms used herein but not defined shall have the meanings
assigned to them in the Partnership Agreement.

        2.     The Partnership Agreement is hereby amended as follows:

               ARTICLE V is  amended by  deleting  the  reference  in the second
               sentence   of  Section   5.3   to  "1.0101  [div]  98.9899"   and
               substituting therefore the following: "1.0101 [div] 97.9798."

        3.  Except  as  above  set  forth,  all  provisions  of the  Partnership
Agreement shall remain in full force and effect.





 



                                       MANAGING GENERAL PARTNER

                                       National Propane Corporation



                                       By:    /s/ Ronald R. Rominiecki
                                              _____________________________
                                              Name:  Ronald R. Rominiecki
                                              Title:  Senior Vice President

                                       SPECIAL GENERAL PARTNER

                                       National Propane SGP, Inc.



                                       By:    /s/ Ronald R. Rominiecki
                                              _____________________________
                                              Name:  Ronald R. Rominiecki
                                              Title:  Senior Vice President

                                       LIMITED PARTNER

                                       The  limited  partner of the  Partnership
                                       pursuant to a Power of Attorney  executed
                                       in favor of, and  granted  and  delivered
                                       to, the Managing General Partner.

                                       By:    National Propane Corporation,  the
                                              Managing   General   Partner,   as
                                              attorney-in-fact  for all  Limited
                                              Partners  pursuant to the Power of
                                              Attorney   granted   pursuant   to
                                              Section  2.6  of  the  Partnership
                                              Agreement.



                                       By:    /s/ Ronald R. Rominiecki
                                              _____________________________
                                              Name:  Ronald R. Rominiecki
                                              Title:  Senior Vice President




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