UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington D.C. STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17 (a) of the Public Utility Holding Company Act of 1935 or Section 30 (f) of the Investment Company Act of 1940 1. Name and Address of Reporting Person James E. Ferrell 2142 Inwood Dr. Houston, TX 77019 2. Issuer Name and Ticker or Trading Symbol Ferrellgas Partners, L.P. "FGP" 3. IRS or Social Security Number of Reporting Person (Voluntary) ###-##-#### 4. Statement for Month/Year 05/99 5. If Amendment Date of Original (Month/Year) N/A 6. Relationship of Reporting Person to Issuer (Check all applicable) X Director Officer (Give title below) 10% Owner Other (specify below) Title: 7. Individual or Joint/Group Filing (Check Applicable) X Form filed by One Reporting Persons Form Filed by More than One Reporting Person TABLE I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1. Title of Security (Instr. 3) Common Units 2. Transaction Date (Month/Day/Year) 05/28/99 3. Transaction Code (Instr. 8) Code P 4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) Amount (A) or (D) Price 3,100 A $17.9276 5. Amount of Securities Beneficially Owned at End of Month (Instr. 3 and 4) 3,100 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) D 7. Nature of Indirect Beneficial Ownership (Instr. 4) Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) 1. Title of Derivative Security (Instr. 3) N/A 2. Conversion or Exercise Price of Derivative Security N/A 3. Transaction Date (Month/Day/Year) N/A 4. Transaction code (Instr. 8) Code V 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3,4, and 5) (A) (D) 6. Date Exercisable and Expiration Date (Month/Day/Year) Date Exercisable Expiration Date 7. Title and Amount of Underlying Securities (Instr. 3 and 4) Title Amount or Number of Shares 8. Price of Derivative Security (Instr. 5) N/A 9. Number of derivative Securities Beneficially Owned at End of Month (Instr. 4) N/A 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) N/A 11. Nature of Indirect Beneficial Ownership (Instr.4) N/A Explanation of Responses: /s/James E. Ferrell 06/07/99 - ----------------------------- -------- Signature of Reporting Person Date **Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).