Re: | Ferrellgas Partners, L.P. Form S-3 Filed December 8, 2005 File No. 333-130193 (the Registration Statement) |
| should the Commission or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing; | ||
| the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve Ferrellgas Partners, L.P. from its full responsibility for the accuracy and adequacy of the disclosure in the filing; and | ||
| Ferrellgas Partners, L.P. may not assert staff comments or the declaration of effectiveness as defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States. |
Sincerely, Ferrellgas Partners, L.P. By Ferrellgas, Inc., its general partner |
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By: | /s/ Kevin T. Kelly | |||
Kevin T. Kelly | ||||
Senior Vice President and Chief Financial Officer | ||||
cc: | David L. Ronn Mayer, Brown, Rowe & Maw LLP |