~~Table~~ UNITED ofSTATES SECURITIES ~~Contents~~AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549

~~UNITED STATES~~ ~~SECURITIES~~ FORM ~~AND EXCHANGE COMMISSION~~8-K

~~WASHINGTON,~~ CURRENT ~~D.C. 20549~~REPORT

~~FORM~~ Pursuant ~~8-K~~to Section 13 or 15(d) of the Securities Exchange Act of 1934

~~CURRENT~~Date ~~REPORT~~ of Report (Date of Earliest Event Reported): May 1, 2009

~~Pursuant~~ Ferrellgas toPartners, ~~Section 13 or 15~~L.P. __________________________________________ (d)Exact name of ~~the~~registrant ~~Securities~~as ~~Exchange~~specified ~~Act~~in ofits ~~1934~~charter)

Date of Report (Date of Earliest Event Reported): December 9, 2008


Delaware	001-11331	43-1698480
_____________________ (State or other jurisdiction	_____________ (Commission	______________ (I.R.S. Employer
of incorporation)	File Number)	Identification No.)

7500 College Blvd., Suite 1000, Overland Park, Kansas		66210
_________________________________ (Address of principal executive offices)		___________ (Zip Code)

~~Ferrellgas~~Registrant’s ~~Partners~~telephone number, ~~L.P.~~ including area code: 913-661-1500

Delaware		001-11331		43-1698480
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

Not Applicable
______________________________________________
Former name or former address, if changed since last report

7500 College Blvd., Suite 1000, Overland Park, Kansas		66210
(Address of principal executive offices)		(Zip Code)

Ferrellgas Partners Finance Corp.
__________________________________________
(Exact name of registrant as specified in its charter)

Registrant’s telephone number, including area code: 913-661-1500


Delaware	333-06693	43-1742520
_____________________ (State or other jurisdiction	_____________ (Commission	______________ (I.R.S. Employer
of incorporation)	File Number)	Identification No.)

7500 College Blvd., Suite 1000, Overland Park, Kansas		66210
_________________________________ (Address of principal executive offices)		___________ (Zip Code)

~~Not~~Registrant’s ~~Applicable~~telephone number, including area code: 913-661-1500

~~Ferrellgas~~ n/a ______________________________________________ Former ~~Partners~~name ~~Finance~~or ~~Corp.~~former address, if changed since last report

Delaware		333-06693		43-1742520
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

Ferrellgas, L.P.
__________________________________________
(Exact name of registrant as specified in its charter)

Delaware	000-50182	43-1698481
_____________________ (State or other jurisdiction	_____________ (Commission	______________ (I.R.S. Employer
of incorporation)	File Number)	Identification No.)
7500 College Blvd., Suite 1000, Overland Park, Kansas		66210
(Address of principal executive offices)		(Zip Code)
_________________________________ (Address of principal executive offices)		___________ (Zip Code)


Registrant’s telephone number, including area code:		913-661-1500

n/a ______________________________________________ Former name or former address, if changed since last report

Ferrellgas, LFinance Corp.P. __________________________________________ (Exact name of registrant as specified in its charter)

Delaware	000-50183	~~000~~14-~~50182~~1866671	~~43-1698481~~
(State or other jurisdiction of incorporation)		(Commission File Number)	(I.R.S. Employer Identification No.)
_____________________ (State or other jurisdiction	_____________ (Commission	______________ (I.R.S. Employer
of incorporation)	File Number)	Identification No.)
7500 College Blvd., Suite 1000, Overland Park, Kansas		66210
_________________________________ (Address of principal executive offices)		___________ (Zip Code)

7500 College Blvd., Suite 1000, Overland Park, Kansas		66210
(Address of principal executive offices)		(Zip Code)


Registrant’s telephone number, including area code:		913-661-1500

~~Registrant’s~~ n/a ______________________________________________ Former ~~telephone~~name ~~number~~or former address, ~~including~~if ~~area~~changed ~~code:~~since ~~913-661-1500~~last report

~~n/a~~ 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:

~~Ferrellgas~~ [ ] Written ~~Finance~~communications ~~Corp~~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))

Delaware		000-50183		14-1866671
(State or other jurisdiction of incorporation)		(Commission File Number)		(I.R.S. Employer Identification No.)

Top of the Form

7500 College Blvd., Suite 1000, Overland Park, Kansas		66210
(Address of principal executive offices)		(Zip Code)

Item 8.01 Other Events.

~~Registrant~~ Services Agreement Amendment:Effective May 1, 2009, we amended the services agreement dated as of September 26, 2008 between Samson Dental Practice Management, LLC and Ferrellgas, L.P. to decrease the monthly payment amounts from $20,000 per month to $17,500 per month. Samson Dental Practice Management, LLC is a company wholly-owned by James E. Ferrell.IRS Notice:In accordance with Internal Revenue Service Regulation Section 301.6223(g)-1(a)(2), Ferrellgas, Inc., the Tax Matters Partner (TMP) of Ferrellgas Partners, L..P. (FGP), is hereby notifying the partners of FGP that it has received from the Internal Revenue Service (IRS) the Summary Report of the final partnership administrative adjustment on the IRS examination for the periods ended December 31, 2004 and December 31, 2005. The Summary Report concludes the partnership’s ~~telephone~~returns ~~number~~for the taxable years ended December 31, ~~including~~2004 ~~area~~and ~~code:~~December ~~913~~31, 2005 are accepted as filed with no adjustments.In accordance with Internal Revenue Service Regulation Section 301.6223(g)-~~661~~1(b)(1)(i), the TMP of FGP is hereby notifying its partners that the TMP has agreed to schedule a closing conference with the examining agent. Under the provisions of Internal Revenue Code (IRC) section 6224(b), the partnership and its TMP intend to waive the right to a closing conference. The partners have a right to participate in a closing conference or may also agree to waive the right to a closing conference. Partners wanting to participate in a closing conference must notify the TMP in writing no later than June 1, 2009 of their desire to participate. Notification may be sent to Ferrellgas, Inc., One Liberty Plaza, MD 22, Liberty, MO 64068. If no response is received by partners, it will be deemed as consent by the partner to waive the closing conference in accordance with IRC section 6224(b).In addition to agreeing the 2004 and 2005 tax returns will be accepted as originally filed, FGP, the TMP and the Commissioner of Internal Revenue intend to enter into a Closing Agreement on Final Determination under IRC Sections 6224(c) and 7121. The Closing Agreement resolves certain matters concerning the future valuation of real estate interests to be used for certain depreciation computations. The closing agreement will be in effect for a 5 year period commencing with the 2009 tax reporting year. We do not expect the new approach to determining real estate values will have a significant impact on the unitholders. The closing agreement further states the real estate values that have been reported on the 2006 and 2007 tax returns as originally filed will be accepted as well. The signing of the Closing Agreement by FGP and the TMP shall bind the partners to the agreement unless a partner elects to opt out by complying with the requirements of Regulation Section 301.6224(c)-~~1500~~1(a)(2). Partners have until June 1, 2009 to file with the Internal Revenue Service a statement not to be bound as described in Regulation Section 301.6224(c)-1(c). This statement should be mailed to Internal Revenue Service, Ogden, Utah 84201.

~~n/a~~ Item 9.01 Financial Statements and Exhibits.

~~Check~~ 99.1 ~~the~~Amendment ~~appropriate~~No. ~~box~~1 ~~below if the Form 8-K filing is intended~~ to ~~simultaneously~~Shared ~~satisfy~~Services ~~the~~Agreement ~~filing obligation of the registrant under any of the following provisions:~~

~~o Written~~ Top ~~communications~~of ~~pursuant to Rule 425 under~~ the ~~Securities Act (17 CFR 230.425)~~Form

~~o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)~~ SIGNATURES

~~o Pre-commencement~~ Pursuant ~~communications pursuant~~ to ~~Rule 14d-2(b)~~the ~~under~~requirements of the Securities Exchange Act ~~(17~~of ~~CFR~~1934, ~~240~~the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.~~14d-2(b))~~

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


	Ferrellgas Partners, L.P.

May 4, 2009	By:	/s/ J. Ryan VanWinkle

		Name: J. Ryan VanWinkle
		Title: Senior Vice President and Chief Financial Officer; Treasurer

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	Ferrellgas Partners Finance Corp.

May 4, 2009	By:	/s/ J. Ryan VanWinkle

		Name: J. Ryan VanWinkle
		Title: Chief Financial Officer and Sole Director

Item 2.02 Results of Operations and Financial Condition Item 9.01 Financial Statements and Exhibits SIGNATURES Exhibit Index EXHIBIT 23.1 EXHIBIT 23.2 EXHIBIT 99.15


	Ferrellgas, L.P.

May 4, 2009	By:	/s/ J. Ryan VanWinkle

		Name: J. Ryan VanWinkle
		Title: Senior Vice President and Chief Financial Officer; Treasurer


	Ferrellgas Finance Corp.

May 4, 2009	By:	/s/ J. Ryan VanWinkle

		Name: J. Ryan VanWinkle
		Title: Chief Financial Officer and Sole Director

~~Item 2.02~~ Top ~~Results~~ of ~~Operations~~the ~~and Financial Condition.~~Form

~~Ferrellgas, Inc. Audited Financial Statements~~ Exhibit Index

Deloitte & Touche LLP, an independent registered public accounting firm, has audited the consolidated balance sheets of Ferrellgas, Inc., the general partner of Ferrellgas Partners, L.P. and Ferrellgas, L.P., and subsidiaries as of July 31, 2008 and 2007, and the related consolidated statements of earnings, stockholders’ equity (deficiency), and cash flows for each of the three years in the period ended July 31, 2008. See Exhibit 99.15 for the audited financial statements and the report of the independent registered public accounting firm related hereto.


Exhibit No.		Description

99.1		Amendment No. 1 to Shared Services Agreement

These audited financial statements and report of the independent registered public accounting firm dated October 22, 2008, and filed herewith, are incorporated by reference in Amendment No. 1 to Registration Statement Nos. 333-134867, 333-137961 and 333-130193, in Registration Nos. 333-121350, 333-115765 and 333-132337 on Form S-3, in Registration Statement No. 333-132340 on Form S-4, and in Post-Effective Amendment No. 1 to Registration Statement Nos. 333-87633 and 333-84344 of Ferrellgas Partners, L.P. and subsidiaries on Form S-8. See Exhibit 23.1 hereto for the independent registered public accounting firm’s consent.

These audited financial statements and report of the independent registered public accounting firm dated October 22, 2008, and filed herewith are incorporated by reference in Registration Statement No. 333-132337-01 of Ferrellgas Partners Finance Corp. on Form S-3. See Exhibit 23.2 hereto for the independent registered public accounting firm’s consent.

Item 9.01 Financial Statements and Exhibits.

The following materials are filed as exhibits to this Current Report on Form 8-K.

Exhibit 23.1 — Consent of Deloitte & Touche LLP, independent registered accounting firm, for the certain use of its report appearing in the Current Report on Form 8-K of Ferrellgas Partners, L.P., as filed with the Securities and Exchange Commission on December 9, 2008.

Exhibit 23.2 — Consent of Deloitte & Touche LLP, independent registered accounting firm, for the certain use of its report appearing in the Current Report on Form 8-K of Ferrellgas Partners Finance Corp., as filed with the Securities and Exchange Commission on December 9, 2008.

Exhibit 99.15 — Audited consolidated balance sheets of Ferrellgas, Inc. as of July 31, 2008 and 2007, and the related consolidated statements of earnings, stockholders’ equity (deficiency), and cash flows for each of the three years in the period ended July 31, 2008.

SIGNATURES

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 Partners, L.P.
Date: December 9, 2008	By	/s/ J. Ryan VanWinkle
		J. Ryan VanWinkle
		Chief Financial Officer (Principal Financial and Accounting Officer)
	Ferrellgas Partners Finance Corp.
Date: December 9, 2008	By	/s/ J. Ryan VanWinkle
		J. Ryan VanWinkle
		Chief Financial Officer and Sole Director
	Ferrellgas L.P.
Date: December 9, 2008	By	/s/ J. Ryan VanWinkle
		J. Ryan VanWinkle
		Chief Financial Officer (Principal Financial and Accounting Officer)
	Ferrellgas Finance Corp.
Date: December 9, 2008	By	/s/ J. Ryan VanWinkle
		J. Ryan VanWinkle
		Chief Financial Officer and Sole Director

Exhibit Index

Exhibit No.		Description
23.1		Consent of Deloitte & Touche LLP, independent registered public accounting firm, for the certain use of its report appearing in the Current Report on Form 8-K of Ferrellgas Partners, L.P., as filed with the Securities and Exchange Commission on December 9, 2008.
23.2		Consent of Deloitte & Touche LLP, independent registered public accounting firm, for the certain use of its report appearing in the Current Report on Form 8-K of Ferrellgas Partners Finance Corp., as filed with the Securities and Exchange Commission on December 9, 2008.
99.15		Audited consolidated balance sheets of Ferrellgas, Inc. as of July 31, 2008 and 2007, and the related consolidated statements of earnings, stockholders equity (deficiency), and cash flows for each of the three years in the period ended July 31, 2008.

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