[LETTERHEAD OF FERRELLGAS PARTNERS, L.P.]
One Liberty Plaza
Liberty, Missouri 64068
April 9, 1998
The Securities and Exchange Commission
Mail Stop 3-8
450 Fifth Street, N.W.
Judiciary Plaza
Washington, D.C. 20549
Re: Ferrellgas Partners, L.P. Form S-3
(File Number 333-40615)
Ladies and Gentlemen:
In accordance with Rule 477 promulgated under the Securities
Act of 1933, as amended, Ferrellgas Partners, L.P. ("Ferrellgas") hereby
requests permission to withdraw its Registration Statement on Form S-3 (File
Number 333-40615) that was originally filed with the Securities and Exchange
Commission on November 20, 1997 (the "Registration Statement"). Ferrellgas is
withdrawing the Registration Statement because it does not intend to conduct the
offering of Subordinated Units contemplated in the Registration Statement at
this time. No Subordinated Units have been issued or sold under the Registration
Statement.
If you have any questions with respect to this letter, please
call either Michael O'Leary of the law firm of Andrews & Kurth L.L.P. at (713)
220-4200 or me at (816) 792-1600.
Very truly yours,
Ferrellgas Partners, L.P.
By: Ferrellgas, Inc., General Partner
/s/ DANLEY K. SHELDON
----------------------------------
By: Danley K. Sheldon
President, Chief Financial Officer
and Treasurer
cc: Edward Guay
Michael O'Leary
Mike Beal
Walter Smith
