Item 1.01 Entry into a Material Definitive Agreement.

The information included in Item 2.03 of this Current Report on Form 8-K is incorporated by reference into this item 1.01 of this Current Report on Form 8-K.

Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.

Offering

On November 24, 2010, Ferrellgas, L.P. (the “Company”) and Ferrellgas Finance Corp. (“Finance Corp.” and together with the Company, collectively, the “Issuers”), pursuant to a Purchase Agreement dated November 9, 2010 (the “Purchase Agreement”) among the Issuers and the initial purchasers named therein, sold $500,000,000 aggregate principal amount of the Issuers’ 6.50% senior notes due 2021 (the “2021 Notes”) to the initial purchasers in a private offering.  The Issuers intend to use the net proceeds from the offering of the 2021 Notes to purchase and redeem all of their outstanding 6.75% senior notes due 2014 (the “2014 Notes”) and to pay related costs and expenses and to reduce outstanding indebtedness under their existing credit facility.

Indenture

The 2021 Notes were issued pursuant to an indenture dated November 24, 2010 among the Issuers and U.S. Bank National Association, as trustee (the “Indenture”).  The 2021 Notes will mature on May 1, 2021, and interest on the 2021 Notes is payable semi-annually in cash in arrears on May 1 and November 1 of each year, commencing on May 1, 2011. The 2021 Notes will be the Issuers’ general unsecured senior obligations.  The 2021 Notes will be effectively junior to all of the Issuers’ future senior secured indebtedness, to the extent of the value of the assets securing such debt, and will be structurally subordinated to all existing and future indebtedness and obligations of any of the Issuers’ subsidiaries.

Registration Rights Agreement

In connection with the issuance and sale of the 2021 Notes, the Issuers entered into a Registration Rights Agreement dated November 24, 2010 (the “Registration Rights Agreement”) with the initial purchasers named therein. Under the Registration Rights Agreement, the Issuers will (1) use their reasonable best efforts to consummate an exchange offer within 300 days from November 24, 2010 by filing a registration statement; and (2) if required, have a shelf registration statement declared effective with the SEC with respect to resales of the 2021 Notes.  If the Issuers fail to satisfy these obligations on a timely basis, the Issuers will be required to pay additional interest to holders of the 2021 Notes.

The descriptions set forth above in this Item 2.03 are qualified in their entirety by the Indenture and the Registration Rights Agreement, which are filed with this Current Report on Form 8-K as Exhibits 4.1 and 4.2, respectively, and are incorporated herein by reference.

Item 8.01 Other Events.

On November 24, 2010, the Issuers issued a press release related to the closing of the offering of the 2021 Notes.  A copy of the press release is filed as Exhibit 99.1 hereto.

On November 24, 2010, the Company issued a press release announcing that it has received and accepted for purchase $368,600,000 principal amount of 2014 Notes validly tendered and not validly withdrawn as of 5:00 P.M., New York City time, on November 23, 2010, which was the early tender date for the Company’s previously announced cash tender offer with respect to the 2014 Notes, and that it has also called for redemption any and all of the 2014 Notes that remain outstanding after consummation of such tender offer.  A copy of the press release is filed as Exhibit 99.2 hereto.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

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SIGNATURES

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

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