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 Earliest Event Reported: July 17, 1998

                          Date of Report: July 31, 1998



                                Ferrellgas, L.P.
                            Ferrellgas Finance Corp.
- ------------------------------------------------------------------------------
                      (Exact name of registrants as specified in their charters)



                   Delaware                 33-53379                  43-1698481
                   Delaware               33-53379-01                 43-1677595

        -----------------------     -----------------  -------------------------
              (States or other         Commission file    (I.R.S. Employer
               jurisdictions of         number              Identifciation Nos.)
               incorporation or
                organization)





                   One Liberty Plaza, Liberty, Missouri 64068


               (Address of principal executive offices) (Zip Code)


Registrants' telephone number, including area code: (816) 792-1600






ITEM 1.  CHANGE IN CONTROL

         On July 17, 1998, the Ferrell Companies,  Inc. Employee Stock Ownership
Trust (the "ESOT")  acquired  all of the  outstanding  capital  stock of Ferrell
Companies, Inc., a Kansas corporation ("FCI"), from trusts affiliated with James
E. Ferrell.  The ESOT purchased the stock of FCI using funds provided  primarily
by a  private  placement  of $160  million  of debt and $40  million  of  seller
financed  notes. By acquiring such stock,  the ESOT became the beneficial  owner
through FCI of all of the  outstanding  capital  stock of  Ferrellgas,  Inc.,  a
Delaware corporation (the "General Partner") that is the general partner of both
Ferrellgas  Partners,  L.P. (the "Partnership") and the Partnership's  operating
subsidiary,  Ferrellgas, L.P. (the "Operating Partnership"). The ESOT's indirect
control of the General Partner gives the ESOT control of the Partnership and the
Operating Partnership.

         In addition,  the ESOT became the  beneficial  owner through FCI of (i)
1,210,162 Common Units of the Partnership  representing  approximately  8.23% of
the  outstanding  Common Units,  and (ii) all of the  Subordinated  Units of the
Partnership.  Such Common Units and  Subordinated  Units together  represent and
approximately 56.3% limited partnership interest in the Partnership.


















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


                                                                FERRELLGAS, L.P.

                                         By Ferrellgas, Inc. (General Partner)


Date: July 31, 1998                                    By     /s/ Kevin T. Kelly
                                                         ----------------------
                                                                  Kevin T. Kelly
                                             Chief Financial Officer (Principal
                                               Financial and Accounting Officer)





                                                        FERRELLGAS FINANCE CORP.



Date: July 31, 1998                                    By     /s/ Kevin T. Kelly
                                                         ----------------------
                                                                  Kevin T. Kelly
                                             Chief Financial Officer (Principal
                                               Financial and Accounting Officer)