FORM 4

                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

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
         February 2002

5.       If Amendment Date of Original (Month/Year)
         N/A

6.       Relationship of Reporting Person to Issuer (Check all applicable)
            X    Director
            X    Officer (Give title below)
                 10% Owner
                 Other (specify below)
         Chief Executive Officer and Chairman of the Board of Directors

7.       Individual or Joint/Group Filing (Check Applicable)
            X    Form filed by One Reporting Person
                 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)
         Senior Units (1)

2.       Transaction Date (Month/Day/Year)
         02/19/02

3.       Transaction Code (Instr.8)
            D    Code

4.       Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
         19,411.12  Amount
           D        (A) or (D)
         $40        Price

5.       Amount of Securities Beneficially Owned at End of Month
         (Instr. 3 and 4)
         2,782,210.76

6.       Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
         I

7.       Nature of Indirect Beneficial Ownership (Instr. 4)
         See footnote (2)


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)
         Make-Whole Right (See footnote (3))

2.       Conversion or Exercise Price of Derivative Security
         See footnote (3)

3.       Transaction Date (Month/Day/Year)
         02/19/02

4.       Transaction code (Instr. 8)
           D               Code
                           V

5.       Number of Derivative Securities Acquired (A) or Disposed of (D)
         (Instr. 3,4, and 5)
                           (A)
         19,411.12         (D)

6.       Date Exercisable and Expiration Date (Month/Day/Year)
           (4)             Date Exercisable
         12/17/07          Expiration Date

7.       Title and Amount of Underlying Securities (Instr. 3 and 4)
         Senior Units      Title
            19,411.12      Amount or Number of Shares

8.       Price of Derivative Security (Instr. 5)


9.       Number of derivative Securities Beneficially Owned at End of Month
         (Instr. 4)
         2,782,210.76

10.      Ownership Form of Derivative Security: Direct (D) or Indirect (I)
         (Instr. 4)
         I

11.      Nature of Indirect Beneficial Ownership (Instr.4)
         See footnote (2)







Explanation of Responses:

(1)  Senior Units redeemed by Issuer  pursuant to the Third Amended and Restated
     Agreement of Limited Partnership of Ferrellgas  Partners,  L.P. dated as of
     April 6, 2001.

(2)  Owned of record by JEF Capital, which is a wholly owned subsidiary of James
     E.  Ferrell  Revocable  Trust  Two,  of which the  Reporting  Person is the
     trustee and sole beneficiary.

(3)  In the event that the  Reporting  Person  sells any Senior Units before the
     expiration  date,  the Issuer  shall make a cash  payment to the  Reporting
     Person equal to the amount by which $40.00 exceeds the price of each Senior
     Unit sold  multiplied  by the Number of Senior  Units  sold.  These  rights
     represent  a  continuation  and  amendment  of the  rights set forth in the
     Second Restated and Amended  Partnership  Agreement,  which was implemented
     prior to the acquisition of the Senior Units by JEF Capital.

(4)  The  Make-Whole  Right becomes  exercisable  on the earlier of December 31,
     2005 or the occurrence of a Material Event, as defined in the Third Amended
     and Restated Agreement of Limited Partnership of the Issuer.



/s/ James E. Ferrell                               February 25, 2002
- --------------------------------                   --------------------
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).

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