AMENDMENT NO. 1 TO RECEIVABLE INTEREST SALE AGREEMENT

                  THIS  AMENDMENT NO. 1 TO RECEIVABLE  INTEREST SALE  AGREEMENT,
dated as of January 17, 2001 (this "AMENDMENT"),  is entered into by Ferrellgas,
L.P., a Delaware limited partnership ("ORIGINATOR"), and Ferrellgas Receivables,
LLC, a  Delaware  limited  liability  company  ("BUYER"),  and  pertains  to the
Receivables  Interest  Sale  Agreement  dated as of  September  26, 2000 between
Originator  and Buyer (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; and

                  WHEREAS, the Agent, on behalf of the Purchasers, is willing to
           consent to such Amendment;

                  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.       Amendment.  Clause (iii) of the definition of
         "ELIGIBLE RECEIVABLE" set forth in Exhibit I to the Existing
         Agreement is hereby amended and restated in its entirety to read as f
         follows:

                  (iii) which is not, on any date of determination,  a Defaulted
         Receivable or a Charged-Off Receivable; PROVIDED, HOWEVER, that if such
         date of  determination  occurs on or after  January  17, 2001 and on or
         before April 30, 2001, in addition to the foregoing,  not more than 25%
         of  all  Receivables   which  would  otherwise   constitute   "Eligible
         Receivables"  may consist of  Receivables  as to which any payment,  or
         part  thereof,  remains  unpaid  for 31 or more days from the  original
         invoice date for such payment.

                  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 TEXAS.

          (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:
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Name:  Kevin T. Kelly
Title:   Chief Financial Officer




FERRELLGAS RECEIVABLES, LLC


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





BY ITS SIGNATURE BELOW, THE AGENT, ON BEHALF OF THE PURCHASERS,  HEREBY CONSENTS
TO THE FOREGOING AMENDMENT AS OF THE DATE FIRST ABOVE WRITTEN:

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


By:
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