View:
Download DOC
Download PDF
Download XLS 
  As filed with the Securities and Exchange Commission on September 23, 1999
                                                      Registration No. 333-____

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                  --------
                                    FORM S-8
                             Registration Statement
                        Under The Securities Act of 1933

                            Ferrellgas Partners, L.P.

             (Exact name of Registrant as specified in its charter)

          Delaware                                      43-1698480
 ------------------------------              ------------------------------
(State or other jurisdiction of            (I.R.S. Employer Identification No.)
incorporation or organization)

                   One Liberty Plaza, Liberty, Missouri 64068

   (Address, including zip code, of Registrant's principal executive offices)

                AMENDED AND RESTATED FERRELLGAS UNIT OPTION PLAN
                            (Full title of the Plan)
                               --------------

                                Danley K. Sheldon
                Chief Executive Officer, President, and Director
         Ferrellgas, Inc. (General Partner of Ferrellgas Partners, L.P.)
                                One Liberty Plaza
                             Liberty, Missouri 64068
                                 (816) 792-1600
 (Name, address and telephone number, including area code, of agent for service)




                         CALCULATION OF REGISTRATION FEE
- ------------------------- ---------------------- ----------------------- ---------------------- ----------------------
  Title of securities         Amount to be          Proposed maximum       Proposed maximum           Amount of
    to be registered           registered          offering price per     aggregate offering       registration fee
                                                         share                   price
- ------------------------- ---------------------- ----------------------- ---------------------- ----------------------
                                                                                    
      Common Units            850,000 units            $17.16 (1)           $14,586,000 (1)           $2,917.20
- ------------------------- ---------------------- ----------------------- ---------------------- ----------------------



(1)  Estimated  solely  for the  purpose of  calculating  the  registration  fee
pursuant to Rule 457 under the Securities Act of 1933.





                                EXPLANATORY NOTE

As  permitted  by the  rules of the  Securities  and  Exchange  Commission  (the
"Commission"),  this Registration  Statement omits the information  specified in
Part I of Form S-8.






















                                        2



                                     Part II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3: Incorporation of Documents by Reference

The following documents filed with the Commission by Ferrellgas  Partners,  L.P.
(the "Partnership") are incorporated in this Registration  Statement on Form S-8
(the "Registration Statement") by reference:

1.       The Partnership's Annual  Report on Form 10-K for the fiscal year ended
July 31, 1998; and

2. The  Partnership's  Quarterly  Report on Form 10-Q for the three month period
ended April 30, 1999; and

3.   The  description  of  the  Partnership's  Common  Units  set  forth  in the
     Registrant's Current Report on Form 8-K filed August 15, 1994.

All documents  subsequently filed by the Partnership pursuant to Sections 13(a),
13(c),  14 and 15(d) of the  Securities  Act of 1934, as amended (the  "Exchange
Act"),  prior to the filing of a  post-effective  amendment which indicates that
all securities  offered hereunder have been sold or which deregisters all of the
securities  offered then remaining  unsold,  shall be deemed to be  incorporated
herein  by  reference  and to be a part  hereof  from the date of filing of such
documents.

Item 4: Description of Securities

Not applicable

Item 5: Interests of Named Experts and Counsel

Not applicable

Item 6: Indemnification of Directors and Officers

The  partnership  agreements  of  the  Partnership  and  Ferrellgas,  L.P.  (the
"Operating   Partnership")   provide  that  the  Partnership  or  the  Operating
Partnership, as the case may be, will indemnify (to the fullest extent permitted
by applicable law) certain persons (each, an "Indemnitee")  from and against any
and all  losses,  claims,  damages,  liabilities  (joint or  several),  expenses
(including,  without  limitation,  legal fees and expenses),  judgments,  fines,
penalties,  interest,  settlements  and other  amounts  arising from any and all
claims,  demands,  actions,  suits  or  proceedings,  whether  civil,  criminal,
administrative or  investigative,  in which any Indemnitee may be involved or is
threatened  to be  involved,  as a party or otherwise  and which  relates to the
Partnership  Agreement or the Operating  Partnership  Agreement or the property,
business, affairs or management of the Partnership or the Operating Partnership.
This  indemnity is available only if the  Indemnitee  acted in good faith,  in a
manner in which such  Indemnitee  believed to be in, or not opposed to, the best
interests of the Partnership and, with respect to any criminal  proceeding,  had
no reasonable cause to believe its conduct was unlawful. Indemnitees include the
General Partner,  any departing partner, any affiliate of the General Partner or
any departing partner, any person who is or was a director, officer, employee or
agent of the  General  Partner  or any  departing  partner or any  affiliate  of
either,  or any person  who is or was  serving  at the  request  of the  General
Partner, any, or any such affiliate as a director,  officer,  partner,  trustee,
employee or agent of another person.  Expenses subject to indemnity will be paid
by the applicable  partnership to the Indemnitee in advance,  subject to receipt
of an  undertaking  by or on behalf of the Indemnitee to repay such amount if it
is  ultimately  determined  by  a  court  of  competent  jurisdiction  that  the
Indemnitee  is not entitled to  indemnification.  The  Partnership  will, to the
extent commercially reasonable, purchase and maintain insurance on behalf of the
Indemnitees,  whether or not the  Partnership  would have the power to indemnify
such Indemnitees against liability under the applicable partnership agreement.

                                       3




Item 7: Exemption from Registration Claimed

Not applicable

Item 8: Exhibits

  4.1         Agreement of Limited Partnership, dated as of July 5, 1994
              (incorporated by reference to Exhibit 3.1
              to the Partnership's Current Report on Form 8-K filed August 16,
              1994)

  4.2         Specimen Certificate representing Common Units (incorporated by
              reference to Exhibit A to Exhibit 3.1
              to the Partnership's Current Report on Form 8-K filed August 16,
              1994)

  5.1         Opinion of Blackwell Sanders Peper Martin LLP

10.1          Amended and Restated Ferrellgas Unit Option Plan

23.1          Consent of Blackwell Sanders Peper Martin LLP

23.2          Consent of Deloitte & Touche LLP




Item 9: Undertakings

Rule 415 Offering.

The undersigned Partnership hereby undertakes:

         (1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this Registration Statement:

         (i)      To include any prospectus required by section 10(a)(3) of the
Securities Act of 1933;
         (ii) To reflect in the prospectus any facts or events arising after the
effective date of the Registration  Statement (or the most recent post-effective
amendment  thereof)  which,  individually  or  in  the  aggregate,  represent  a
fundamental  change in the information set forth in the Registration  Statement.
Notwithstanding the foregoing,  any increase or decrease in volume of securities
offered (if the total dollar value of  securities  offered would not exceed that
which  was  registered)  and any  deviation  from  the  low or  high  end of the
estimated  maximum  offering  range may be reflected  in the form of  prospectus
filed with the  Commission  pursuant  to Rule 424(b) if, in the  aggregate,  the
change in volume and price  represent  no more than a 20% change in the  maximum
aggregate  offering price set forth in the  "Calculation  of  Registration  Fee"
table in the effective registration statement.
         (iii) To include any material  information  with respect to the plan of
distribution  not  previously  disclosed  in the  Registration  Statement or any
material change to such information in the Registration Statement.

Provided however,  that paragraphs (i) and (ii) do not apply if the registration
statement is filed on Forms S-3, S-8, or F-3 and the information  required to be
included in a  post-effective  amendment  by those  paragraphs  is  contained in
periodic  reports filed with or furnished with the Commission by the Partnership
pursuant to Section 13 or Section 15(d) of the  Securities  Exchange Act of 1934
that are incorporated by reference in this Registration Statement.

         (2) That,  for the  purpose  of  determining  any  liability  under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such  securities at that time shall be deemed to be the initial bona
fide offering thereof.

                                       4


        (3) To remove any registration by means of a  post-effective  amendment
any of the securities being registered which remain unsold at the termination of
the offering.

Incorporation of Subsequent Exchange Act Documents by Reference

The  undersigned  Partnership  hereby  undertakes  that,  for  the  purposes  of
determining  any liability  under the Securities Act of 1933, each filing of the
Partnership's  annual  report  pursuant to Section 13(a) or Section 15(d) of the
Securities  Exchange  Act of  1934  that is  incorporated  by  reference  in the
Registration  Statement  shall  be  deemed  to be a new  registration  statement
relating to the securities offered therein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

Form S-8 Registration Statement.

Insofar as indemnification  for liabilities  arising under the Securities Act of
1933 may be permitted to  directors,  officers  and  controlling  persons of the
Partnership pursuant to the foregoing provisions,  or otherwise, the Partnership
has been advised that in the opinion of the Securities  Exchange Commission such
indemnification  is  against  public  policy  as  expressed  in the  Act and is,
therefore,  unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the Partnership of expenses incurred
or paid by a director,  officer or controlling  person of the Partnership in the
successful  defense of any  action,  suit or  proceeding)  as  asserted  by such
director,  officer or controlling person in connection with the securities being
registered,  the  Partnership  will,  unless in the  opinion of its  counsel the
matter  has  been  settled  by  controlling  precedent,  submit  to a  court  of
appropriate  jurisdiction  the question  whether such  indemnification  by it is
against  public policy as expressed in the Act and will be governed by the final
adjudication of such issue.


















                                       5



                                   SIGNATURES

Pursuant to the  requirements  of the  Securities  Act of 1933,  the  registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-8 and has  duly  caused  this  Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the City of Liberty, State of Missouri, on September 23, 1999.

                            FERRELLGAS PARTNERS, L.P.
                        (A Delaware Limited Partnership)

                                By:    FERRELLGAS, INC.
                                as General Partner

                                By:   /s/ Danley K. Sheldon
                                ---------------------------
                                Danley K. Sheldon
                                President, Chief Executive Officer and Director



Pursuant to the  requirements  of the Securities  Act of 1933 this  Registration
Statement has been signed by the following  persons in the capacities and on the
dates indicated.




                                                                                              
                 Name                                          Title                                  Date
   /s/ James E. Ferrell                 Chairman of the Board of Ferrellgas,Inc.           September 23, 1999
- ------------------------------------
   James E. Ferrell

   /s/ Danley K. Sheldon                 President, Chief Executive Officer and Director     September 23, 1999
- -------------------------------------  of Ferrellgas, Inc. (principal executive officer)
    Danley K. Sheldon

                                         Director of Ferrellgas, Inc.                        September 23, 1999
- ------------------------------------
   A. Andrew Levison

   /s/ Elizabeth T. Solberg              Director of Ferrellgas, Inc.                        September 23, 1999
- ------------------------------------
   Elizabeth T. Solberg

   /s/ Kevin T. Kelly                    Vice President and Chief Financial Officer of       September 23, 1999
- ------------------------------------
   Kevin T. Kelly                        Ferrellgas, Inc. (principal financial officer and
                                         principal accounting officer)





                                       6




Exhibit
    No.           Description of Exhibits
- --------         -------------------------

  4.1         Agreement of Limited Partnership, dated as of July 5, 1994
              (incorporated by reference to Exhibit 3.1 to the Partnership's
              Current Report on Form 8-K filed August 16, 1994)

  4.2         Specimen Certificate representing Common Units (incorporated by
              reference to Exhibit A to Exhibit 3.1 to the Partnership's Current
              Report on Form 8-K filed August 16, 1994)

  5.1         Opinion of Blackwell Sanders Peper Martin LLP

10.1          Amended and Restated Ferrellgas Unit Option Plan

23.1          Consent of Blackwell Sanders Peper Martin LLP (included in
              Exhibit 5.1)

23.2          Consent of Deloitte & Touche LLP





                                       7


                                                                    Exhibit 5.1





Ferrellgas Partners, L.P.
One Liberty Plaza
Liberty, MO  64068

Ladies and Gentlemen:

We refer  to the  Registration  Statement  of  Ferrellgas  Partners,  L.P.  (the
"Partnership")  on  Form  S-8 to be  filed  with  the  Securities  and  Exchange
Commission for the purpose of  registering  under the Securities Act of 1933, as
amended,  850,000 additional Partnership Units (the "Units"), to be issued under
the Amended and Restated  Ferrellgas Unit Option Plan (the "Plan") upon exercise
of options granted under the Plan.

We are familiar with the  proceedings to date with respect to such proposed sale
and have  examined  such  records,  documents  and matters of law and  satisfied
ourselves  as to such  matters of fact as we have  considered  relevant  for the
purposes of this opinion.

Based upon the foregoing, it is our opinion that the 850,000 additional Units to
be  issued  under  the Plan have been duly  authorized,  and,  when  issued  and
delivered in accordance with the Plan,  will be legally  issued,  fully paid and
non-assessable.

We  hereby  consent  to  the  filing  of  this  opinion  as  Exhibit  5.1 to the
Registration Statement.

Very truly yours,

BLACKWELL SANDERS PEPER MARTIN LLP
Kansas City, Missouri
September 23, 1999














                                                                    Exhibit 10.1
                AMENDED AND RESTATED FERRELLGAS UNIT OPTION PLAN


SECTION 1. PURPOSE

The  purposes of this  Amended  and  Restated  Ferrellgas  Unit Option Plan (the
"Plan") are to encourage selected Employees of Ferrellgas,  Inc. (the "Company")
to develop a proprietary  interest in the growth and  performance  of Ferrellgas
Partners,  L.P.  (the  "Partnership"),  to generate an  increased  incentive  to
contribute to the  Partnership's  future success and prosperity,  thus enhancing
the value of the Partnership for the benefit of its unitholders,  and to enhance
the  ability  of the  Company to attract  and  retain  key  individuals  who are
essential to the  progress,  growth and  profitability  of the  Partnership,  by
giving such Employees the opportunity to acquire Subordinated Units.

SECTION 2. ADMINISTRATION

The Plan shall be administered by the Option Committee of the Board of Directors
of the Company ("the  Board") as designated by the Board to administer  the Plan
and  composed  of not less than two  directors  of the Board,  each of whom is a
"disinterested  person"  within the  meaning of Rule  16b-3.  A majority  of the
Committee shall  constitute a quorum,  and the acts of a majority of the members
present at any meeting at which a quorum is present, or acts approved in writing
by all members of the Committee, shall be deemed the acts of the Committee.

Subject to the terms of the Plan and  applicable  law, the Committee  shall have
the sole power, authority and discretion to: (i) designate the Employees who are
to be  Participants;  (ii)  determine  the number of Options to be granted to an
Employee;  (iii)  determine  the  terms  and  conditions  of  any  Option;  (iv)
interpret,  construe and  administer  the Plan and any  instrument  or agreement
relating to an Option granted under the Plan; (v) establish,  amend, suspend, or
waive  such  rules and  regulations  and  appoint  such  agents as it shall deem
appropriate for the proper administration of the Plan; (vi) make a determination
as to the right of any Person to  receive  payment  of (or with  respect  to) an
Option; and (vii) make any other  determinations and take any other actions that
the Committee deems necessary or desirable for the administration of the Plan.

Unless   otherwise   expressly   provided   in  the  Plan,   all   designations,
determinations, interpretations, and other decisions with respect to the Plan or
any  Option  granted  thereunder  shall be  within  the sole  discretion  of the
Committee, may be made at any time, and shall be final, conclusive,  and binding
upon all Persons.

SECTION 3. UNITS AVAILABLE FOR OPTIONS

3.1  CALCULATION  OF NUMBER  OF  SUBORDINATED  UNITS  AVAILABLE.  The  number of
Subordinated  Units  available  for  granting  Options  under the Plan  shall be
850,000  Subordinated  Units,  subject to adjustment as provided in Section 3.3.
Further,  if  any  Option  granted  under  the  Plan  is  forfeited,   canceled,
surrendered,  or  otherwise  terminates  or  expires  without  the  delivery  of
Subordinated Units or other  consideration,  then the Subordinated Units subject
to such Option shall again be available for granting Options under the Plan.

3.2 SOURCES OF UNITS DELIVERABLE  UNDER OPTIONS.  Units delivered by the Company
on exercise of an Option may consist,  in whole or in part, of Units acquired in
the open market or from any Person,  including the Partnership.  With respect to
Units to be acquired  from the  Partnership  for  delivery  following  an Option
exercise, the Company shall pay to the Partnership in cash the Fair Market Value
for each Unit  requested  to be issued (as of the date of issuance of such Unit)
and the Partnership agrees, upon receipt of such cash, to issue the Units to the
Company for such  purpose.  With respect to each Unit issued upon exercise of an
Option,  the Company shall be entitled to  reimbursement  by the Partnership for
the excess,  if any,  of (i) the Fair Market  Value of each such Unit (as of the
date of  issuance  of such  Unit)  over (ii) the  exercise  price of the  Option
relating to such Unit.

3.3 ADJUSTMENTS.  In the event that (i) any change is made to the Units issuable
under the Plan or (ii) the Partnership  makes any  distribution of cash,  Common
Units,  Subordinated  Units or other property to unitholders  which results from
the sale or disposition of a major asset or separate  operating  division of the
Partnership  or any  other  extraordinary  event  and,  in the  judgment  of the
Committee,  such change or distribution would significantly dilute the rights of
Participants  hereunder,  then the Committee may make appropriate adjustments in
the  maximum  number of Units  issuable  under the Plan to reflect the effect of
such change or distribution upon the Partnership's  capital  structure,  and may
make  appropriate  adjustments  to the number of Units  subject  to,  and/or the
exercise price of, each outstanding  Option.  The adjustments  determined by the
Committee shall be final, binding and conclusive.

3.4. UNITS. As used in this Plan, the term Units shall mean Subordinated  Units.
Notwithstanding  the foregoing  however,  (a) in the event that one third of the
Subordinated  Units owned by the Company  and/or its Affiliates are converted to
Common Units on or after August 1, 1997, pursuant to the Partnership  Agreement,
then one third of the  Subordinated  Units  issuable  under the Plan,  including
Units subject to Options then outstanding,  shall be automatically  converted to
Common Units; and (b) in the event that all of the  Subordinated  Units owned by
the Company  and/or its  Affiliates  are converted into Common Units on or after
August 1, 1999, pursuant to the Partnership Agreement, (i) all references in the
Plan to  Subordinated  Units or Units shall be  automatically  changed to Common
Units (ii) all Options then outstanding  shall be  automatically  converted into
Options  with respect to Common  Units and (iii) all  Subordinated  Units issued
upon the exercise of Options shall be automatically converted to Common Units.

SECTION 4. ELIGIBILITY

Any  Employee  who is not a member of the  Committee  shall be  eligible to be a
Participant. Grants may be made to the same Employee on more than one occasion.

SECTION 5. OPTIONS

5.1  OPTION  TERMS.  The  Committee  is hereby  authorized  to grant  Options to
Employees with the following terms and conditions and with such additional terms
and conditions,  which are not inconsistent  with the provisions of the Plan, as
the Committee shall determine:

         (i) EXERCISE  PRICE.  The per Unit  exercise  price of an Option shall
         be  determined  by the Committee at the date of grant.

         (ii) TIME AND  METHOD OF  VESTING  OR  EXERCISE,  The  Committee  shall
         determine  the time or times at which an Option  may  become  vested in
         whole or in part,  may be exercised in whole or in part, and the method
         by which  payment of the  exercise  price with  respect  thereto may be
         made;  provided,  however,  no Option shall be  exercisable  within six
         months of its date of grant.  Subject to any  limitations in the Option
         Agreement,  a Participant  may purchase Units subject to the vested and
         exercisable  portion of an Option in whole at any time, or in part from
         time to time,  by  delivering  to the Chief  Financial  Officer  of the
         Company  written notice  specifying the number of Units with respect to
         which the Option is being  exercised,  together with payment in full of
         the purchase price of such Units plus any applicable federal,  state or
         local  taxes for which the  Company  has a  withholding  obligation  in
         connection with such purchase. Such payment shall be payable in full in
         cash or by check acceptable to the Company.

         (iii) TERM OF OPTIONS. The term of each Option shall be for such period
         as may be determined by the Committee;  provided,  however,  that in no
         event shall the term of any Option exceed a period of 10 years from the
         date of its grant.

         (iv) TERMINATION OF EMPLOYMENT. Options, to the extent vested as of the
         date the Participant ceases to be an Employee, will remain the property
         of the  Participant  until such Options are  exercised  pursuant to the
         Plan or expire by their terms.  Options, to the extent not vested as of
         the  date  the  Participant   ceases  to  be  an  Employee,   shall  be
         automatically canceled unexercised on such date.

         (v) LIMITS ON TRANSFER OF OPTIONS. No Option or rights thereunder shall
         be assignable,  alienable,  saleable or  transferable  by a Participant
         otherwise than by will or by the laws of descent and distribution. Each
         Option shall be exercisable during that Participant's  lifetime only by
         the  Participant  or,  if  permissible  under  applicable  law,  by the
         Participant's guardian or legal representative. No Option or any rights
         thereunder may be pledged, alienated, attached or otherwise encumbered,
         and any purported pledge, alienation, attachment or encumbrance thereof
         shall be void and unenforceable against the Company.

         (vi) LIMITS ON TRANSFERS OF SUBORDINATED UNITS. Prior to the conversion
         of Subordinated Units into Common Units, no Subordinated Units acquired
         upon the  exercise  of an Option,  or any rights  thereunder,  shall be
         assignable,  alienable,  saleable  or  transferable  by  a  Participant
         otherwise  than by will or by the  laws of  descent  and  distribution.
         Further,  no  Subordinated  Unit,  or  any  rights  thereunder,  may be
         pledged, alienated, attached or otherwise encumbered, and any purported
         pledge, alienation, attachment or encumbrance thereof shall be void and
         unenforceable  against the Partnership and each certificate  evidencing
         such Unit shall contain a legend reflecting such restrictions.

         (vii) UNIT  CERTIFICATES.  Upon  exercise  of an Option,  delivery of a
         certificate for fully paid and nonassessable Units shall be made to the
         Person  exercising  the  Option  either  at such time  during  ordinary
         business hours after 15 days but not more than 30 days from the date of
         receipt  of the  notice by the  Company  as shall be  designed  in such
         notice,  or at such time, place and manner as may be agreed upon by the
         Company and the Person exercising the Option.

         (viii)  OPTION  AGREEMENT.  Each Option shall be evidenced by an Option
         Agreement, which shall have such terms and provisions, not inconsistent
         with the Plan, that the Committee determines.

5.2 OPTION  CANCELLATION  RIGHTS.  Notwithstanding  anything  in the Plan to the
contrary,  the Committee  shall have the discretion to cancel all or part of any
outstanding Options at any time or times. Upon any such cancellation the Company
shall pay to the  Participant  with  respect to each Unit that is subject to the
canceled  (or  canceled  portion  of the)  Option an amount in cash equal to the
excess, if any, of (i) the Fair Market Value of a Unit (at the effective date of
such  cancellation)  over  (ii) the  exercise  price  per Unit of such  canceled
Option.

5.3 CALL OPTION.  Notwithstanding  anything in this Plan or any Option Agreement
to the  contrary,  with  respect to  Subordinated  Units  that have been  issued
pursuant  to the  exercise  of an  Option,  at any  time or  times  prior to the
conversion of the Subordinated Units into Common Units, the Company may purchase
all or part of such Units by paying the holder of such Units an amount (in cash)
equal to the Fair Market Value of the Subordinated Units at such time.

SECTION 6. AMENDMENT AND TERMINATION

The Board of Directors in its discretion may terminate the Plan at any time with
respect to any Units for which a grant has not theretofore  been made. The Board
of  Directors  shall  also have the right to alter or amend the Plan or any part
thereof  from time to time;  provided,  however,  that no  change in any  Option
theretofore  made may be made which would  impair the rights of the  Participant
without  the  consent  of  such   Participant;   and  provided   further,   that
notwithstanding any other provision of the Plan or any Option Agreement, without
such  approval,  if any,  as may be required  pursuant  to Rule  16b-3,  no such
amendment or alteration shall be made that would:

         (i) increase the total number of Units  available for Options under the
         Plan, except as provided in Section 3 hereof,

         (ii) change the class of Employees eligible to receive Options;

         (iii) extend the maximum  period  during  which  Options may be granted
under the Plan; or

         (iv) materially  increase the benefits  accruing to Participants  under
the Plan.

SECTION 7.  VESTING UPON THE OCCURRENCE OF CERTAIN EVENTS

If, prior to the date upon which all  Subordinated  Units have been converted to
Common  Units  pursuant  to  the  Partnership  Agreement,  a  plan  of  complete
dissolution  of the  Partnership  is  adopted  or  the  unitholders  approve  an
agreement for the sale or disposition by the  Partnership (in one transaction or
a series of transactions) of all or substantially all the  Partnership's  assets
then upon such  adoption or  approval  all or a portion  (as  determined  by the
Committee  and set forth in the related  Option  Agreement)  of a  Participant's
Options  outstanding as of the date of such adoption or approval (the "Converted
Options")  shall be  converted  into  options  to  purchase  Common  Units  (the
"Conversion  Options")  with the same  terms  and  conditions  as the  converted
Options,  except that such  Conversion  Options shall be  immediately  and fully
vested and  exercisable  and may be  exercised  within one year from the date of
such adoption or approval,  but not thereafter;  provided,  however, that if, on
any date  during  such  year the  Participant  desires  to  exercise  Conversion
Options,  such Participant  cannot exercise such Conversion Options and sell all
of the  Common  Units  issuable  upon such  exercise  without  being  subject to
liability  under  Section  16(b) of the 1934 Act,  then the Company shall pay to
such Participant with respect to each Common Unit which would have been issuable
upon the  Participant's  exercise  of the  Conversion  Options an amount in cash
equal to the excess,  if any, of (i) the Fair Market  Value of a Common Unit (as
of the date of such exercise) or (ii) the exercise price per Common Unit of such
Conversion Option. The remaining unvested and/or unexercisable  Options shall be
immediately cancelled unexercised and without the payment of any consideration.

SECTION 8.  GENERAL PROVISIONS

8.1 NO RIGHTS TO  OPTIONS.  No Person  shall  have any claim to be  granted  any
Option under the Plan, and there is no obligation for uniformity of treatment of
Persons under the Plan. The terms and conditions of Options need not be the same
with respect to each Participant.

8.2  WITHHOLDING.  The Company  shall (i) withhold  from any transfer  made with
respect to any Option  cancellation  or  exercise  under the Plan the amount (in
cash or Units) of withholding  taxes due in respect thereof,  and (ii) take such
other  action as may be  necessary  in the opinion of the Company to satisfy all
obligations for the payment of such taxes.

8.3  CORRECTION  OF DEFECTS,  OMISSIONS AND  INCONSISTENCIES.  The Committee may
correct any defect,  supply any omission,  or reconcile any inconsistency in the
Plan or any Option in the manner  and to the extent it shall deem  desirable  in
the establishment or administration of the Plan.

8.4 NO LIMIT ON OTHER COMPENSATION  ARRANGEMENTS.  Nothing contained in the Plan
shall  prevent the  Partnership  or the Company from  adopting or  continuing in
effect other or additional  compensation  arrangements and such arrangements may
be either generally applicable or applicable only in specific cases.

8.5 NO RIGHT TO  EMPLOYMENT.  The grant of an Option  shall not be  construed as
giving a  Participant  the right to be  retained  in the employ of the  Company.
Further, the Company may at any time dismiss a Participant from employment, free
from any  liability  or any claim  under  the Plan  unless  otherwise  expressly
provided in the Plan or in any Option Agreement.

8.6  GOVERNING  LAW. The validity,  construction  and effect of the Plan and any
rules and  regulations  relating to the Plan shall be  determined  in accordance
with applicable Federal law, and to the extent not preempted  thereby,  with the
laws of the State of Missouri.

8.7 SEVERABILITY. If any provision of the Plan or any Option is or becomes or is
deemed to be invalid, illegal or unenforceable in any jurisdiction, or as to any
person or  Option,  or would  disqualify  the Plan or any  Option  under any law
deemed applicable by the Committee,  such provision shall be construed or deemed
amended to conform to  applicable  laws.  If it cannot be so construed or deemed
amended without, in the determination of the Committee,  materially altering the
intent of the Plan or the Option,  such  provision  shall be stricken as to such
jurisdiction, Person or Option and the remainder of the Plan and any such Option
shall remain in full force and effect.

8.8 NO TRUST OR FUND CREATED. Neither the Plan nor any Option shall create or be
construed  to  create  a  trust  or  separate  fund of any  kind or a  fiduciary
relationship  between  the  Company,  the  Partnership  or any  Affiliate  and a
Participant or any other Person.  To the extent that any Person acquires a right
to receive payments from the Company,  the Partnership or any Affiliate pursuant
to an Option,  such right  shall be no greater  than the right of any  unsecured
general creditor of the Company, the Partnership or any Affiliate.

8.9 NO  FRACTIONAL  UNITS.  No  fractional  Units  shall be issued or  delivered
pursuant to the Plan or any Option,  and the Committee shall  determine  whether
cash, other  securities,  or other property shall be paid or transferred in lieu
of any fractional  Units, or whether such fractional Units or any rights thereto
shall be canceled, terminated or otherwise eliminated.

8.10  HEADINGS.  Headings are given to the Sections and  subsections of the Plan
solely as a convenience  to  facilitate  reference.  Such headings  shall not be
deemed in any way material or relevant to the construction or  interpretation of
the Plan or any provision thereof.

8.11 NO  LIMITATION.  The  existence  of the Plan and the grants of Options made
hereunder  shall  not  affect  in any way the  right or  power  of the  Board of
Directors  of  the  Company  or  the  general  partner  or  unitholders  of  the
Partnership   to   make   or   authorize   any   adjustment,   recapitalization,
reorganization  or other  change in the  capital  structure  or  business of the
Partnership or any Affiliate,  any merger or consolidation of the Partnership or
any  Affiliate,  any issue of debt or equity  securities  ahead of or  affecting
Units  or  the  rights  thereof  or  pertaining  thereto,   the  dissolution  or
liquidation  of the  Partnership or any Affiliate or any sale or transfer of all
or any part of Partnership or any Affiliate's  assets or business,  or any other
corporate act or proceeding.

8.12 SECURITIES LAWS. The  Subordinated  Units subject to Options under the Plan
are  unlisted,   unregistered  securities  to  be  issued  by  the  Partnership.
Accordingly,  each  Option  granted  under  the  Plan  shall be  subject  to the
requirement that if at any time the Board of Directors shall  determine,  in its
discretion, that the listing, registration or qualification of the Units subject
to such grant upon any securities exchange or under any state or federal law, or
that the consent or approval of any government  regulatory body, is necessary or
desirable as a condition of, or in connection  with,  such grant or the issue or
purchase of Units thereunder,  such grant shall be subject to the condition that
such listing, registration,  qualification,  consent or approval shall have been
effected or  obtained  free of any  conditions  not  acceptable  to the Board of
Directors.

8.13 RULE 16b-3. It is intended that the Plan and any Option granted to a Person
subject to Section 16 of the Securities  Exchange Act of 1934, as amended,  meet
all of the  requirements of Rule 16b-3. If any provision of the Plan or any such
Option would  disqualify the Plan or such Option under,  or would  otherwise not
comply with,  Rule 16b-3,  such provision or Option shall be construed or deemed
amended to conform to Rule 16b-3.

8.14  INVESTMENT  REPRESENTATION.  Unless the Units  subject to Options  granted
under the Plan have been registered under the Securities Act of 1933, as amended
(the "1933  Act"),  (and,  in the case of any  Participant  who may be deemed an
affiliate  (for  securities  law purposes) of the Company or  Partnership,  such
Units have been registered  under the 1933 Act for resale by such  Participant),
or the  Partnership  has  determined  that an  exemption  from  registration  is
available,  the  Partnership  may  require  prior to and as a  condition  of the
issuance of any Units that the person exercising an Option hereunder furnish the
Partnership with a written  representation in a form prescribed by the Committee
to the effect that such  person is  acquiring  said Units  solely with a view to
investment  for his or her own  account  and not  with a view to the  resale  or
distribution  of all or any part thereof,  and that such person will not dispose
of any of such Units  otherwise  than in accordance  with the provisions of Rule
144 under the 1933 Act unless and until  either the Units are  registered  under
the  1933  Act  or  the  Company  is  satisfied  that  an  exemption  from  such
registration is available.

8.15 COMPLIANCE WITH SECURITIES LAWS.  Anything contained herein to the contrary
notwithstanding,  the  Partnership  shall not be  obligated to sell or issue any
Units to the  Company  under  the Plan  unless  and  until  the  Partnership  is
satisfied  that  such  sale  or  issuance   complies  with  (i)  all  applicable
requirements  of the  exchange  on which the Units are traded (or the  governing
body of the principal  market in which such Units are traded,  if such Units are
not then listed on an exchange), (ii) all applicable provisions of the 1933 Act,
and (iii) all other laws or regulations by which the  Partnership is bound or to
which the Partnership is subject.  The Company acknowledges that, as the general
partner  of  the  Partnership,  it is an  affiliate  of  the  Partnership  under
securities  laws and it shall  comply  with  such  laws and  obligations  of the
Partnership relating thereto as if they were directly applicable to the Company.

SECTION 9. EFFECTIVE DATE OF THE PLAN

The Plan shall be effective as of August 1, 1994.

SECTION 10.  TERM OF THE PLAN

No Option shall be granted after the  termination of the Plan.  However,  unless
otherwise  expressly  provided in the Plan or in an applicable Option Agreement,
any Option theretofore granted may extend beyond such date, and any authority of
the  Committee to amend,  alter,  suspend,  discontinue  or  terminate  any such
Option,  or to waive any  conditions  or rights under any such  Option,  and the
authority  of the Board of  Directors  to cancel the Option  pursuant to Section
5.2, shall extend beyond such date.

SECTION 11.  DEFINITIONS

As used in the Plan,  the  following  terms  shall have the  meanings  set forth
below:

(a)      "Affiliate" shall mean (i) the Partnership, (ii) the Company, and (iii)
         any entity in which the Partnership owns, directly or indirectly,  more
         than 50% of the beneficial interests.

(b) "Code" shall mean the Internal Revenue Code of 1986, as amended from time to
time.

(c)      "Common  Units"  shall mean the limited  partnership  interests  in the
         Partnership represented by Common Units as set forth in the Partnership
         Agreement and described in the Registration Statement.

(d) "Employee" shall mean any employee of the Company or any Affiliate.

(e)      "Fair Market Value" shall mean, at any specified  time, with respect to
         a  Subordinated  Unit,  an  amount  equal to (i) 80% of the  value of a
         Common  Unit at such  time  (determined  on the  basis  of the  average
         closing  price of a Common Unit on the New York Stock  Exchange for the
         20 trading days immediately  preceding such  determination);  or (2) if
         the Committee, in its discretion,  has the value of a Subordinated Unit
         determined by an independent appraisal, the value as determined by such
         appraisal,  if lower than the above formula value in (i). However, upon
         the conversion of the Subordinated Units into Common Units, Fair Market
         Value  shall  mean the value of a Common  Unit,  as  determined  by the
         Committee.

(f) "1934 Act" shall mean the Securities Exchange Act of 1934, as amended.

(g) "Option"  shall mean a right granted under the Plan to purchase  Units under
the Plan.

(h) "Participant" shall mean an Employee granted an Option under the Plan.

(i)      "Partnership Agreement" shall mean the Agreement of Limited Partnership
         of Ferrellgas Partners, L.P., dated as of July 5, 1994, as amended from
         time to time.

(j)      "Person"   shall  mean  any   individual,   corporation,   partnership,
         association, joint-stock company, trust, unincorporated organization or
         government or political subdivision thereof.

(k)      "Registration  Statement" shall mean the Registration Statement on Form
         S-1 of Ferrellgas Partners, L.P., Commission File No. 33-53383.

(l)      "Rule 16b-3" shall mean Rule 16b-3  promulgated by the Securities and
         Exchange  Commission  under the 1934
         Act.

(m)      "Subordinated  Units" shall mean the limited  partnership  interests in
         the Partnership  represented by Subordinated  Units as set forth in the
         Partnership  Agreement and described in the Registration  Statement for
         the securities of the Partnership.



                                                                    Exhibit 23.1



          The Consent of Blackwell Sanders Peper Martin LLP is included in
Exhibit 5.1



                                                                    Exhibit 23.2
                         INDEPENDENT AUDITORS' CONSENT

We consent to the incorporation by reference in this  Registration  Statement of
Ferrellgas  Partners,  L.P. on Form S-8 of our reports dated September 24, 1998,
appearing in the Annual Report on Form 10-K of Ferrellgas Partners, L.P. for the
year ended July 31, 1998.



DELOITTE & TOUCHE LLP
Kansas City, Missouri
September 23, 1999