8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): November 30, 2004

Ferrellgas Partners, L.P.
Ferrellgas Partners Finance Corp.
Ferrellgas, L.P.
Ferrellgas Finance Corp.

        (Exact name of registrants as specified in their charters)

Delaware Delaware Delaware Delaware	001-11331 333-06693 000-50182 000-50183	43-1698480 43-1742520 43-1698481 14-1866671
(States or other jurisdictions of  incorporation)	(Commission file     numbers)	(I.R.S. Employer Identification              Nos.)

7500 College Boulevard, Suite 1000 Overland Park, KS 66210

_________________

        (Address of principal executive offices) (Zip Code)

(913) 661-1500

(Registrants' telephone number, including area code)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

ITEM 2.02 RESULTS OF OPERATIONS AND FINANCIAL CONDITION
ITEM 7.01 REGULATION FD DISCLOSURE

On November 30, 2004, Ferrellgas Partners, L.P. issued a press release regarding its financial results for the first fiscal quarter ended October 31, 2004. A copy of this press release is furnished as Exhibit 99.1 to this Current Report on Form 8-K.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

(c)     The following material is furnished as an exhibit to this Current Report on Form 8-K.

Exhibit    Number	Description
99.1	Press release of Ferrellgas Partners, L.P. dated November 30, 2004, reporting its financial results for the first fiscal quarter ended October 31, 2004.

Limitation on Incorporation by Reference and Materiality

The information, including the exhibit furnished herewith, in this Current Report on Form 8-K is being furnished to the SEC pursuant to Item 2.02 and Item 7.01 of Form 8-K and is not to be deemed “filed” with the SEC for purposes of Section 18 of the Exchange Act or otherwise subject to the liabilities of Section 18. In addition, the information in this Current Report is not to be incorporated by reference into any registration statement of Ferrellgas Partners, L.P., Ferrellgas Partners Finance Corp., Ferrellgas, L.P. or Ferrellgas Finance Corp. or other filings of such entities made pursuant to the Exchange Act or the Securities Act, unless specifically identified as being incorporated therein by reference.

The furnishing of the information in this Current Report, including the exhibit furnished herewith, pursuant to Item 7.01 of Form 8-K is not intended to, and does not, constitute a determination or admission by Ferrellgas Partners, L.P., Ferrellgas Partners Finance Corp., Ferrellgas, L.P. or Ferrellgas Finance Corp. as to the materiality or completeness of any such information that is required to be disclosed solely by Regulation FD of the Exchange Act.

        Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

	FERRELLGAS PARTNERS, L.P. By Ferrellgas, Inc. its general partner
Date: November 30, 2004	By: /s/ Kevin T. Kelly
	Kevin T. Kelly Senior Vice President and Chief Financial Officer
	FERRELLGAS PARTNERS FINANCE CORP.
Date: November 30, 2004	By: /s/ Kevin T. Kelly
	Kevin T. Kelly Senior Vice President and Chief Financial Officer
	FERRELLGAS, L.P. By Ferrellgas, Inc. its general partner
Date: November 30, 2004	By: /s/ Kevin T. Kelly
	Kevin T. Kelly Senior Vice President and Chief Financial Officer
	FERRELLGAS FINANCE CORP.
Date: November 30, 2004	By: /s/ Kevin T. Kelly
	Kevin T. Kelly Senior Vice President and Chief Financial Officer

EX-99.1

For immediate release
Contact:

Ryan VanWinkle, Investor Relations, 913-661-1528
Scott Brockelmeyer, Media Relations, 913-661-1830

Ferrellgas Partners, L.P. Reports First Quarter Results

        Overland Park, KS (November 30, 2004)—Ferrellgas Partners, L.P. (NYSE: FGP), one of the nation’s largest propane distributors, today reported earnings for its first quarter ended October 31, 2004.

        Propane sales for the first quarter increased 5 percent to 185 million gallons, from 176 million gallons sold in the first quarter of fiscal 2004, primarily reflecting the contribution from the partnership’s recently acquired Blue Rhino propane by portable tank exchange operations.

        “We are very pleased by the operating performance and growth prospects from the recently acquired Blue Rhino operations,” said James E. Ferrell, Chairman, President and Chief Executive Officer. “We continue to believe that these operations allow us the opportunity for growth through the increasing acceptance of, and uses for, propane by portable tank exchange.”

        Gross profit for the first quarter was a record $115.2 million, compared to gross profit results of $96.2 million reported in the first quarter of fiscal 2004. This increase in gross profit was primarily due to the contribution from the Blue Rhino operations, partially offset by the impact from the rapid increase in the wholesale cost of propane during the first quarter.

        Operating and general and administrative expenses for the first quarter were $89.0 million and $10.3 million, respectively, compared to $72.5 million and $6.9 million in the first quarter of fiscal 2004. Increases in these expenses primarily reflect acquisitions completed in the last twelve-month period and, to a lesser extent, anticipated costs associated with the on-going roll-out of the partnership’s new technology initiative to its retail distribution outlets.

        Interest and depreciation and amortization expenses were $22.9 million and $19.8 million, respectively, compared to $16.8 million and $11.2 million in the first quarter of fiscal 2004. Increases in these expenses primarily reflect the impact of acquisitions completed in the last twelve-month period. Equipment lease expense for the first quarter was $5.8 million, as compared to $4.5 million in the prior fiscal year’s first quarter.

        “We have successfully completed the roll-out of our new technology initiative to approximately one-third of our retail distribution outlets,” said Mr. Ferrell. “We anticipate having all of our retail distribution outlets operating on this new platform by this time next year and we remain excited about its potential to increase our future returns as we have already experienced net customer gains and improved operating margins in the recently converted locations.”

        The resulting Adjusted EBITDA for the quarter was $10.0 million, as compared to $12.3 million in the first quarter of fiscal 2004. The partnership historically experiences a seasonal loss during its first fiscal quarter, as sales volumes typically represent less than 20 percent of annual propane gallon sales, causing fixed costs to exceed off-season cash flow. The first quarter seasonal net loss was $35.0 million, as compared to the prior year’s first fiscal quarter net loss of $18.6 million, primarily due to increased fixed costs, specifically depreciation and amortization expense and interest expense, associated with acquisitions completed in the last twelve-month period.

        Ferrellgas Partners, L.P., through its operating partnership, Ferrellgas, L.P., currently serves more than one million customers in all 50 states, Puerto Rico, the U.S. Virgin Islands and Canada. Ferrellgas employees indirectly own approximately 18 million common units of the partnership through an employee stock ownership plan.

Statements in this release concerning expectations for the future are forward-looking statements. A variety of known and unknown risks, uncertainties and other factors could cause results, performance and expectations to differ materially from anticipated results, performance and expectations. These risks, uncertainties and other factors are discussed in the Form 10-K of Ferrellgas Partners, L.P., Ferrellgas Partners Finance Corp., Ferrellgas, L.P. and Ferrellgas Finance Corp. for the fiscal year ended July 31, 2004 and other documents filed from time to time by these entities with the Securities and Exchange Commission.

FERRELLGAS PARTNERS, L.P. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
(in thousands, except unit data)
(unaudited)

ASSETS	October 31, 2004		July 31, 2004
Current assets:
Cash and cash equivalents	$	23,580	$	15,428
Accounts and notes receivable, net		125,360		114,211
Inventories		153,950		103,578
Prepaid expenses and other current assets		13,277		10,022
Total current assets		316,167		243,239
Property, plant and equipment, net		795,765		792,436
Goodwill		261,805		261,768
Intangible assets, net		271,171		265,125
Other assets, net		18,779		15,607
Total assets	$	1,663,687	$	1,578,175

LIABILITIES AND PARTNERS' CAPITAL
Current liabilities:
Accounts payable	$	171,118		$	104,309
Other current liabilities (a)		89,647			92,793
Short-term borrowings		78,756			--
Total current liabilities		339,521			197,102
Long-term debt (a)		1,097,984			1,153,652
Other liabilities		21,690			20,531
Contingencies and commitments		--			--
Minority interest		4,819			4,791
Partners' capital:
Senior unitholder (1,994,146 units outstanding and
liquidation preference $79,766 at both
October 2004 and July 2004)		79,766			79,766
Common unitholders (51,770,852 and 48,772,875 units outstanding
at October 2004 and July 2004, respectively)		176,032			178,994
General partner unitholder (543,081 and 512,798 units outstanding
at October 2004 and July 2004, respectively)		(57,440	)		(57,391	)
Accumulated other comprehensive income		1,315			730
Total partners' capital		199,673			202,099
Total liabilities and partners' capital	$	1,663,687		$	1,578,175

(a)   The principal difference between the Ferrellgas Partners, L.P. balance sheet and that of Ferrellgas, L.P., is $268 million of 8 3/4% notes, which are liabilities of Ferrellgas Partners, L.P. and not of Ferrellgas, L.P.

FERRELLGAS PARTNERS, L.P. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF EARNINGS
FOR THE THREE MONTHS ENDED OCTOBER 31, 2004 AND 2003
(in thousands, except per unit data)
(unaudited)

	Three months ended October 31
	2004			2003
Revenues:
Propane and other gas liquids sales	$	327,111		$	232,054
Other		32,577			23,360
Total revenues		359,688			255,414
Cost of product sold		244,516			159,249
Gross profit		115,172			96,165
Operating expense		89,040			72,479
Depreciation and amortization expense		19,847			11,195
General and administrative expense		10,322			6,891
Equipment lease expense		5,766			4,511
Employee stock ownership plan compensation charge		2,087			1,784
Loss on disposal of assets and other		1,256			1,626
Operating loss		(13,146	)		(2,321	)
Interest expense		(22,863	)		(16,794	)
Interest income		319			331
Loss before income taxes and minority interest		(35,690	)		(18,784	)
Income tax benefit		(406	)		--
Minority interest (a)		(295	)		(138	)
Net loss		(34,989	)		(18,646	)
Distribution to senior unitholder		1,994			1,994
Net loss available to general partner unitholder		(370	)		(206	)
Net loss available to common unitholders	$	(36,613	)	$	(20,434	)
Basic loss per common unit:
Net loss available to common unitholders	$	(0.71	)	$	(0.54	)
Weighted average common units outstanding		51,505.1			37,704.7

      Supplemental Data and Reconciliation of Non-GAAP Item:

	Three months ended October 31
	2004			2003
Propane sales volumes (in thousands of gallons)		184,699			175,572
Net loss	$	(34,989	)	$	(18,646	)
Income tax benefit		(406	)		--
Interest expense		22,863			16,794
Depreciation and amortization expense		19,847			11,195
Interest income		(319	)		(331	)
EBITDA		6,996			9,012
Employee stock ownership plan compensation charge		2,087			1,784
Loss on disposal of assets and other		1,256			1,626
Minority interest (a)		(295	)		(138	)
Adjusted EBITDA (b)	$	10,044		$	12,284

(a)      Amounts allocated to the general partner for its 1.0101% general partner interest in the operating partnership, Ferrellgas, L.P.

(b)      Management considers Adjusted EBITDA to be a chief measurement of the partnership’s overall economic performance and return on invested capital. Adjusted EBITDA is calculated as loss before interest expense, interest income, income taxes, depreciation and amortization, employee stock ownership plan compensation charge, loss on disposal of assets and other and minority interest.

        Management  believes the presentation of this measure is relevant and useful because it allows investors to view the partnership’s performance in a manner similar to the method management uses, adjusted for items management believes are unusual or non-recurring, and makes it easier to compare its results with other companies that have different financing or capital structures. In addition, management believes this measure is consistent with the manner in which the partnership’s lenders and investors measure its overall performance and liquidity, including its ability to pay quarterly equity distributions, service its long-term debt and other fixed obligations and to fund its capital expenditures and working capital requirements.

        This  method of calculating Adjusted EBITDA may not be consistent with that of other companies and should be viewed in conjunction with measurements that are computed in accordance with GAAP.