[LETTERHEAD OF FERRELLGAS PARTNERS, L.P.] One Liberty Plaza Liberty, Missouri 64068 April 9, 1998 The Securities and Exchange Commission Mail Stop 3-8 450 Fifth Street, N.W. Judiciary Plaza Washington, D.C. 20549 Re: Ferrellgas Partners, L.P. Form S-3 (File Number 333-40615) Ladies and Gentlemen: In accordance with Rule 477 promulgated under the Securities Act of 1933, as amended, Ferrellgas Partners, L.P. ("Ferrellgas") hereby requests permission to withdraw its Registration Statement on Form S-3 (File Number 333-40615) that was originally filed with the Securities and Exchange Commission on November 20, 1997 (the "Registration Statement"). Ferrellgas is withdrawing the Registration Statement because it does not intend to conduct the offering of Subordinated Units contemplated in the Registration Statement at this time. No Subordinated Units have been issued or sold under the Registration Statement. If you have any questions with respect to this letter, please call either Michael O'Leary of the law firm of Andrews & Kurth L.L.P. at (713) 220-4200 or me at (816) 792-1600. Very truly yours, Ferrellgas Partners, L.P. By: Ferrellgas, Inc., General Partner /s/ DANLEY K. SHELDON ---------------------------------- By: Danley K. Sheldon President, Chief Financial Officer and Treasurer cc: Edward Guay Michael O'Leary Mike Beal Walter Smith