UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported):  June 6, 2011

Ferrellgas Partners, L.P.

(Exact name of registrant as specified in its charter)

Registrant’s telephone number, including area code:  913-661-1500

Not Applicable

Former name or former address, if changed since last report

Ferrellgas Partners Finance Corp.

(Exact name of registrant as specified in its charter)

Registrant’s telephone number, including area code:  913-661-1500

n/a

Former name or former address, if changed since last report

Ferrellgas, L.P.

(Exact name of registrant as specified in its charter)

Registrant’s telephone number, including area code:  913-661-1500

n/a

Former name or former address, if changed since last report

Ferrellgas Finance Corp.

(Exact name of registrant as specified in its charter)

Registrant’s telephone number, including area code:  913-661-1500

n/a

Former name or former address, if changed since last report

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

o  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 7.01 Regulation FD Disclosure.

On June 6, 2011, Ferrellgas, L.P. (the “Company”) and its wholly-owned subsidiary Ferrellgas Finance Corp. (together, the “Issuers”) commenced an offer to exchange $500 million principal amount of the Issuers’ 6.50% Senior Notes due 2021, which have been registered under the Securities Act of 1933, as amended, for a like principal amount of the Issuers’ outstanding and unregistered 6.50% Senior Notes due 2021, which were issued on November 24, 2010 in a private placement. Ferrellgas, L.P. and Ferrellgas Finance Corp. are acting as co-obligors and co-issuers of the new notes.  The offer is being made pursuant to the terms and conditions included in Ferrellgas, L.P.’s and Ferrellgas Finance Corp.’s prospectus dated June 6, 2011. The terms of the new notes are substantially identical to the terms of the notes for which they are being exchanged, except that transfer restrictions generally do not apply to the new notes. The exchange offer will expire at 5:00 p.m., New York City time, on July 6, 2011, unless extended. A copy of the press release announcing the commencement of the exchange offering is attached as Exhibit 99.1 and incorporated by reference herein.

Item 9.01 Financial Statements and Exhibits.

Exhibit Number Description  99.1 Press Release of the Issuers dated June 6, 2011.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

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Exhibit Index

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Exhibit 99.1

FERRELLGAS, L.P. AND FERRELLGAS FINANCE CORP.

COMMENCE EXCHANGE OFFER

FOR $500 MILLION OF SENIOR NOTES DUE 2021

OVERLAND PARK, Kan., June 6, 2011 — Ferrellgas, L.P., and Ferrellgas Finance Corp., a wholly-owned subsidiary of Ferrellgas, L.P., today commenced an offer to exchange $500 million principal amount of their 6.50% Senior Notes due 2021, which have been registered under the Securities Act of 1933, as amended, for a like principal amount of their outstanding and unregistered 6.50% Senior Notes due 2021, which were issued on November 24, 2010 in a private placement.  Ferrellgas, L.P. and Ferrellgas Finance Corp. are acting as co-obligors and co-issuers of the new notes.

The offer is being made pursuant to the terms and conditions included in Ferrellgas, L.P.’s and Ferrellgas Finance Corp.’s prospectus dated June 6, 2011.  The terms of the new notes are substantially identical to the terms of the notes for which they are being exchanged, except that transfer restrictions generally do not apply to the new notes.

The exchange offer will expire at 5:00 p.m., New York City time, on July 6, 2011, unless extended.

Holders of the original notes may obtain documents related to the exchange offer, including the prospectus and the associated letter of transmittal, from the exchange agent, U.S. Bank National Association, which can be contacted at:

By Mail, Courier or Overnight Delivery:

U.S. Bank National Association

West Side Flats Operations Center

Attn: Brandi Steward

60 Livingston Avenue

Mail Station - EP-MN-WS2N

St. Paul, Minnesota  55107-2292

By Facsimile Transmission (for Eligible Institutions only):

651-495-8158 (Confirm by Telephone: 651-495-4738)

This press release is for informational purposes only and shall not constitute an offer to sell or the solicitation of an offer to buy any securities of Ferrellgas, L.P. or Ferrellgas Finance Corp., nor shall there be any sale of these securities in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of such state.

This news release includes “forward-looking statements” as defined by the Securities and Exchange Commission. All statements, other than statements of historical facts, included in this news release that address activities, events or developments that the issuers expect, believe or anticipate will or may occur in the future are forward-looking statements. These statements include the issuer’s plans to complete an exchange offering of $500 million of senior notes. Such statements are subject to a number of assumptions, risks and uncertainties, many of which are beyond

the control of the issuers, including market conditions, operational developments with respect to the issuers and other factors detailed in the issuers’ filings with the Securities and Exchange Commission.

Contact:

Tom Colvin, Investor Relations, 913-661-1530

Jim Saladin, Media Relations, 913-661-1833