AMENDMENT NO. 1 TO RECEIVABLES PURCHASE AGREEMENT

                  THIS AMENDMENT NO. 1 TO RECEIVABLES PURCHASE AGREEMENT,  dated
as of  January  17,  2001 (this  "AMENDMENT"),  is  entered  into by  Ferrellgas
Receivables,  LLC, a Delaware limited liability company ("SELLER"),  Ferrellgas,
L.P., a Delaware  limited  partnership,  as "SERVICER,"  Jupiter  Securitization
Corporation ("CONDUIT"), and Bank One, NA (Main Office Chicago), individually as
a  Financial  Institution  and  as  Agent  for  the  Purchasers  (the  "EXISTING
AGREEMENT").  The Existing Agreement, as amended hereby, is hereinafter referred
to as the "AGREEMENT."  UNLESS DEFINED ELSEWHERE HEREIN,  CAPITALIZED TERMS USED
IN THIS AMENDMENT SHALL HAVE THE MEANINGS ASSIGNED TO SUCH TERMS IN EXHIBIT I TO
THE EXISTING AGREEMENT.

                              W I T N E S S E T H :

                  WHEREAS, the parties hereto desire to amend the Existing
Agreement as hereinafter set forth;

                  NOW, THEREFORE, in consideration of the foregoing premises and
the  mutual   agreements   herein   contained   and  other  good  and   valuable
consideration,  the receipt and adequacy of which are hereby  acknowledged,  the
parties hereto agree as follows:

                  1.       Amendments.
                           ----------

                  1.1.     Section 9.1 is hereby amended to insert the following
 new subsection (k) at the end thereof:

                  (k) As of the last day of any Measurement  Period, the average
         of the  three  Measurement  Periods  then most  recently  ended for the
         Outstanding  Balance  of all  Receivables  included  in  the  Purchaser
         Interests  (regardless of whether they are Eligible  Receivables on the
         date of  determination)  as to  which  any  payment,  or part  thereof,
         remains  unpaid for 91 days or more from the original due date for such
         payment shall exceed 22% of the Outstanding Balance of all Receivables.

                  1.2.     The definition of "PURCHASE LIMIT" is hereby amended
and restated in its entirety to read as follows:

                  "PURCHASE LIMIT" means $60,000,000;  PROVIDED,  HOWEVER,  that
         during the period from and including  January 17, 2001 to and including
         April 30, 2001, the Purchase Limit shall mean $100,000,000.

                  1.3.     Schedule A of the Existing Agreement is hereby
amended to insert after "$61,200,000" where it appears, the following:

                  ";  PROVIDED,   HOWEVER,  that  during  the  period  from  and
         including  January 17, 2001 to and  including the later to occur of (a)
         April 30,  2001,  and (b) the date on which the  Aggregate  Capital  is
         reduced  to  $60,000,000  or  less,  Bank  One's  Commitment  shall  be
         $102,000,000."

                  2.       Representations and Warranties.  In order to induce
the other parties hereto to enter into this Amendment, each of the Buyer and the
Originator hereby represents and warrants to each of the other parties hereto as
follows:

                  (a)  The   execution  and  delivery  by  such  party  of  this
         Amendment,  and the performance of its obligations  under the Agreement
         as amended hereby,  are within such party's  organizational  powers and
         authority and have been duly authorized by all necessary organizational
         action on its part;

                  (b) This  Amendment  has been duly  executed and  delivered by
         such party,  and the Agreement,  as amended  hereby,  constitutes  such
         party's legal, valid and binding  obligation,  enforceable against such
         party in accordance with its terms,  except as such  enforcement may be
         limited by applicable bankruptcy,  insolvency,  reorganization or other
         similar laws relating to or limiting creditors' rights generally and by
         general  principles of equity  (regardless  of whether  enforcement  is
         sought in a proceeding in equity or at law), and

                  (c) As of the  date  hereof,  no  event  has  occurred  and is
         continuing  that will  constitute  a  Termination  Event or a Potential
         Termination Event.

                  3.       Conditions Precedent.  This Amendment shall become
effective as of the date first above written upon execution by the Originator,
the Buyer and the Agent of counterparts hereof and delivery of such executed
counterparts to the Agent.

                  4.       Miscellaneous.
                           -------------

                  (a)      CHOICE OF LAW.  THIS AMENDMENT SHALL BE GOVERNED AND
CONSTRUED IN ACCORDANCE WITH THE INTERNAL LAWS (AND NOT THE LAW OF CONFLICTS)
OF THE STATE OF NEW YORK.

                  (b) Counterparts. This Amendment may be executed in any number
of counterparts and by different parties hereto in separate  counterparts,  each
of which when so  executed  shall be deemed to be an  original  and all of which
when taken together shall constitute one and the same agreement.

                  (c)      Ratification of Agreement.  Except as expressly
amended hereby, the Agreement remains unaltered and in full force and effect
and is hereby ratified and confirmed.

                             Signature pages follow

                  IN WITNESS  WHEREOF,  the  parties  hereto  have  caused  this
Agreement to be executed and delivered by their duly  authorized  officers as of
the date hereof.

FERRELLGAS, L.P.

BY:  FERRELLGAS, INC., its General Partner

By:
   --------------------------------------------------------------------
Name:  Kevin T. Kelly
Title:   Chief Financial Officer






FERRELLGAS RECEIVABLES, LLC


By:
   --------------------------------------------------------------------
Name:  Kevin T. Kelly
Title:   Chief Financial Officer










BANK ONE, NA [MAIN OFFICE CHICAGO],
 INDIVIDUALLY AND AS AGENT


By:
   --------------------------------------------------
Name:  Leo V. Loughead
Title:   Authorized Signatory






JUPITER SECURITIZATION CORPORATION


By:
   --------------------------------------------------
Name:  Leo V. Loughead
Title:   Authorized Signatory