FERRELLGAS L P
8-K, 1998-07-06
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                                  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 3, 1998

                          Date of Report: July 3, 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 Identification
jurisdictions of           numbers             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


<PAGE>


 ITEM 5.  OTHER EVENTS

                  On July 3, 1998, Ferrellgas L.P. announced that it has entered
into  agreements  for the issuance of $350 million of fixed rate Senior Notes in
five series with maturities ranging from 2005 through 2013 (the Senior Notes) in
a private  placement  to  qualified  institutional  investors.  Proceeds  of the
offering will be used to redeem  Ferrellgas,  L.P.'s  outstanding  10 % Series A
Fixed Rate Senior Notes on August 5, 1998, and to repay outstanding indebtedness
under  Ferrellgas,  L.P.'s bank credit  lines.  A notice of  redemption is being
mailed today to holders of the 10 % Series A Fixed Rate Senior Notes.


ITEM 7.  FINANCIAL STATEMENTS AND EXHIBITS.

         (a)      Financial statements of businesses acquired.

                  Not applicable.

         (b)      Pro forma financial information.

                  Not applicable


         (c)      Exhibits.

                  The  Exhibit  listed in the Index to Exhibits is filed as part
of this Current Report on Form 8-K.






                                       2
<PAGE>




         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 3, 1998                 By
                                   /s/Kevin T. Kelly
                                   Chief Financial Officer (Principal
                                   Financial and Accounting Officer)





                                    FERRELLGAS FINANCE CORP.



Date: July 3, 1998                  By
                                    /s/Danley K. Sheldon
                                    President and
                                    Chief Financial Officer (Principal
                                    Financial and Accounting Officer)


                                       3
<PAGE>


                                  EXHIBIT INDEX


       Exhibit No.          Description of Exhibit
           99.1             Text of press release issued by Ferrellgas, L.P. on
                            July 3, 1998



                                       4


                                                                   Exhibit 99.1




For immediate release
Contacts
         Investor Relations:  Theresa Schekirke, 816-792-6826
         Media Relations:  Linda Bengston, 816-792-7902


                           Ferrellgas L.P., Completes
                        Private Offering of Senior Notes

         Liberty,  Mo. (July 3,  1998)--Ferrellgas  L.P. announced today that it
has entered  into  agreements  for the  issuance  of $350  million of fixed rate
Senior Notes in five series with maturities  ranging from 2005 through 2013 (the
Senior  Notes) in a private  placement  to  qualified  institutional  investors.
Proceeds of the offering will be used to redeem  Ferrellgas,  L.P.'s outstanding
10 %  Series  A Fixed  Rate  Senior  Notes  on  August  5,  1998,  and to  repay
outstanding indebtedness under Ferrellgas, L.P.'s bank credit lines. A notice of
redemption  is being  mailed  today to  holders  of the 10 % Series A Fixed Rate
Senior Notes.
         Ferrellgas   Partners,   L.P.   (NYSE:FGP),   through   its   operating
partnership,  Ferrellgas, L.P., is the second-largest retail marketer of propane
in the United States, serving more than 800,000 customers in 45 states.
         The Senior Notes have not been registered  under the Securities Act and
may not be offered or sold in the United States absent such  registration  or an
applicable exemption from the registration  requirements of such act. This press
release shall not constitute an offer to sell or the solicitation of an offer to
buy these  Senior Notes nor shall there be any sale of these Senior Notes in any
state in which such offer or  solicitation  of sale would be  unlawful  prior to
registration or qualification under the securities laws of any state.

                                       ###



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