ITEM 1.01. Entry Into a Material Definitive Agreement

On June 29, 2005, Ferrellgas, Inc., as the general partner of Ferrellgas Partners, L.P., entered into a Second Amendment to the Fourth Amended and Restated Agreement of Limited Partnership of Ferrellgas Partners. That amendment changes the date on which the holder of the outstanding senior units of Ferrellgas Partners can convert those senior units into common units of Ferrellgas Partners, to June 29, 2005. The Board of Directors of Ferrellgas, Inc. determined that such amendment did not adversely affect the limited partners of Ferrellgas Partners in any material respect. Ferrellgas Partners received a consent to the amendment on June 29, 2005 from JEF Capital Management, Inc., the holder of all of the outstanding senior units.

In connection with the amendment, Ferrellgas Partners and JEF Capital also entered into a Third Amendment to Registration Rights Agreement on June 29, 2005. This amendment removes all of the provisions related to the registration rights that previously applied to the senior units and adjusts the date upon which the holder of the senior units is allowed to demand a registration of any common units received upon the conversion of the senior units. With this amendment, the holder of the converted common units is allowed demand registration rights at any time after the conversion. In addition, the amendment grants the holder of the converted common units the right to participate in as many as three registered public offerings of common units by Ferrellgas Partners, subject to specific restrictions.

Pursuant to a notice received from JEF Capital and in accordance with the Fourth Amended and Restated Agreement of Limited Partnership of Ferrellgas Partners, as amended, on June 30, 2005, the 1,994,146.35 outstanding senior units of Ferrellgas Partners, and the $1,322,205.73 of accumulated and unpaid distributions on those senior units, were together converted into 3,892,849 common units of Ferrellgas Partners. The number of common units issued was based on the market price of the common units as determined pursuant to the existing terms in the Agreement of Limited Partnership of Ferrellgas Partners. JEF Capital requested that the common units, to be issued upon conversion of the senior units, be issued in the name of the James E. Ferrell Revocable Trust Two, the holder of all of the equity interests of JEF Capital. James E. Ferrell, the Chairman and Chief Executive Officer of Ferrellgas, Inc., is the trustee of that trust.

A copy of the Second Amendment to the Fourth Amended and Restated Agreement of Limited Partnership of Ferrellgas Partners and the Third Amendment to Registration Rights Agreement are filed as Exhibits 4.1 and 10.1, respectively, to this Current Report on Form 8-K.

ITEM 7.01. Regulation FD Disclosure

On June 30, 2005, Ferrellgas Partners, L.P. issued a press release announcing the conversion of the senior units described above in Item 1.01 and the exercise of the underwriter’s over-allotment option described below in Item 8.01. A copy of this press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

ITEM 8.01. Other Events

As previously announced, on June 15, 2005, Ferrellgas Partners closed an underwritten public offering of 1,950,000 common units. Pursuant to the underwriting agreement, Ferrellgas Partners also granted the underwriter an option to purchase an additional 292,500 common units to cover any over-allotments. On July 27, 2005, the underwriter exercised its over-allotment option to purchase 177,000 common units, which common units were issued on June 30, 2005. Net proceeds obtained by Ferrellgas Partners from the exercise of this over-allotment option will be used to reduce borrowings outstanding under the bank credit facility of Ferrellgas, L.P.