Exhibit 4.11

                                February 25, 2004



Ferrellgas Partners, L.P.
Ferrellgas, L.P.
Ferrellgas, Inc.
One Liberty Plaza
Liberty, Missouri 64068

Attention:      Mr. Kevin T. Kelly
                Senior Vice President and Chief Financial Officer

        Re:     Extension of Waiver and Acknowledgement of No Material Event

Ladies and Gentlemen:

     On November 20, 2003, you and JEF Capital Management, Inc. ("JEF") executed
a letter  regarding  a waiver  and  acknowledgement  of no  material  event (the
"Letter").  In the Letter, JEF waived through March 31, 2004, certain provisions
of  the  Fourth  Amended  and  Restated  Agreement  of  Limited  Partnership  of
Ferrellgas Partners, L.P. dated as of February 18, 2003 and other agreements and
Ferrellgas  Partners,  L.P.  agreed not to exercise  certain  redemption  rights
thereunder before March 31, 2004.

     The parties hereto desire to extend the provisions of the Letter and hereby
agree that all  references  to March 31,  2004,  in the  Letter  are  amended to
instead  reference  December 31, 2004.  The rest of the provisions of the letter
shall remain in full force and effect as modified by the prior sentence.

     This letter  agreement  shall be governed by, and  construed in  accordance
with, the laws of the State of Missouri.  This letter  agreement may be executed
in any number of counterparts  which, when taken together,  shall constitute one
agreement.

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     If the foregoing  terms are  acceptable  to you,  please  acknowledge  your
agreement  to such  terms  by  executing  this  letter  agreement  in the  space
indicated below.

                                        Very truly yours,

                                        JEF CAPITAL MANAGEMENT, INC.


                                        By: /s/ Theresa Schekirke
                                        ----------------------------------------
                                        Theresa Schekirke
                                        President

Agreed To and Accepted this
25th day of February, 2004

FERRELLGAS PARTNERS, L.P.

By:   Ferrellgas, Inc.,
      Its General Partner

By:   /s/ Kevin T. Kelly
      -----------------------------------------------
      Kevin T. Kelly
      Senior Vice President and Chief Financial Officer

FERRELLGAS, L.P.

By:   Ferrellgas, Inc.,
      Its General Partner

By:   /s/ Kevin T. Kelly
      -----------------------------------------------
      Kevin T. Kelly
      Senior Vice President and Chief Financial Officer

FERRELLGAS, INC.

By:   /s/ Kevin T. Kelly
      -----------------------------------------------
      Kevin T. Kelly
      Senior Vice President and Chief Financial Officer


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