As filed with the Securities and Exchange Commission on March 15, 2002.

                                                    Registration No. 333-______

--------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                    FORM S-8

                             Registration Statement
                                      Under
                           The Securities Act of 1933


                            Ferrellgas Partners, L.P.
             ------------------------------------------------------
             (Exact name of Registrant as specified in its charter)

             Delaware                             43-1698480
 ---------------------------------            -------------------
   (State or other jurisdiction                (I.R.S. Employer
 of incorporation or organization)            Identification No.)


                   One Liberty Plaza, Liberty, Missouri, 64068
--------------------------------------------------------------------------------
   (Address, including zip code, of Registrant's principal executive offices)


                           SECOND AMENDED AND RESTATED
                           FERRELLGAS UNIT OPTION PLAN
                        ---------------------------------
                            (Full title of the Plan)

                                James E. Ferrell
                 Chairman, President and Chief Executive Officer
         Ferrellgas, Inc. (general partner of Ferrellgas Partners, L.P.)
                                One Liberty Plaza
                             Liberty, Missouri 64068
                                 (816) 792-1600

--------------------------------------------------------------------------------
 (Name, address and telephone number, including area code, of agent for service)

                                    Copy to:

                                  David L. Ronn
                            Mayer, Brown, Rowe & Maw
                            700 Louisiana, Suite 3600
                              Houston, Texas 77002
                                 (713) 546-0525

<PAGE>
<TABLE>
                         CALCULATION OF REGISTRATION FEE

<S>                   <C>                     <C>                   <C>                     <C>

                                                Proposed maximum          Proposed
 Title of securities         Amount to           Offering price        maximum aggregate        Amount of
   to be registered    be registered (1) (2)     per unit (2)(3)     offering price (2)(3)   Registration fee
--------------------- ----------------------- --------------------- ----------------------- ------------------
     Common Units          500,000 units             $18.05               $9,025,600              $830.36
===================== ======================= ===================== ======================= ==================

<FN>

(1) Pursuant to Rule 416 of the  Securities Act of 1933, as amended (the "Act"),
this Registration Statement on Form S-8 also covers such additional common units
of Ferrellgas  Partners,  L.P.  (the  "Partnership")  as may become  issuable to
prevent  dilution  resulting  from  stock  splits,  stock  dividends  or similar
transactions.

(2) The 500,000 common units representing  limited partnership  interests in the
Partnership  being  registered by this  Registration  Statement on Form S-8 (the
"Additional  Units")  are in  addition to the  850,000  common  units  currently
registered  pursuant  to a  registration  statement  on Form  S-8  filed  by the
Partnership on September 23, 1999  (Registration  No. 333-87633) (the "September
1999 Form S-8"),  in connection  with the Amended and Restated  Ferrellgas  Unit
Option Plan. A total  registration  fee of $2,917.20 was paid by the Partnership
with respect to the September 1999 Form S-8. The additional  registration fee of
$830.36 is paid with respect to only the Additional Units registered hereby.

(3) Calculated solely for the purpose of computing the registration fee pursuant
to Instruction E to Form S-8 and Rules 457(c) and (h) of the Act, the filing fee
for the Additional Units was calculated based upon the sum of the following:  i)
388,000 Additional Units already issued at a strike price of $17.90 per unit for
a maximum offering price of $6,945,200 and ii) the 112,000  Additional Units not
yet issued at the  average of the high and low  prices  reported  for one common
unit of the Partnership on the New York Stock Exchange on March 12, 2002,  which
was $18.575 per unit,  for a total  maximum  offering  price for the  Additional
Units of $2,080,400.

</FN>
</TABLE>
<PAGE>

                                EXPLANATORY NOTE

     Effective  April 19, 2001, the Board of Directors of Ferrellgas,  Inc., the
general  partner of Ferrellgas,  L.P. (the "Operating  Partnership")  and of the
Partnership (the "General  Partner"),  approved the amendment and restatement of
the Amended and  Restated  Ferrellgas  Unit Option Plan (the  "Plan") to,  among
other  things,  increase  the  number of common  units  available  for  issuance
thereunder  by 500,000  common  units,  thereby  bringing the total common units
reserved for issuance  under the Second  Amended and  Restated  Ferrellgas  Unit
Option Plan (the "Amended  Plan") from 850,000 common units to 1,350,000  common
units. Other amendments to conform the Plan to current law were also made.

     This increase was  necessary to have options and common units  available so
as to  encourage  selected  employees  of  the  General  Partner  to  develop  a
proprietary  interest  in the  growth and  performance  of the  Partnership,  to
generate an  increased  incentive  to  contribute  to the  Partnership's  future
success and  prosperity,  thus  enhancing the value of the  Partnership  for the
benefit of its unitholders, and to enhance the ability of the General Partner to
attract and retain key individuals who are essential to the progress, growth and
profitability  of the  Partnership by giving those  employees the opportunity to
acquire common units.

     The Partnership had previously registered 850,000 common units representing
limited  partnership  interests in the  Partnership for issuance under the Plan.
The  registration  of those  850,000  common units was effected on the September
1999  Form  S-8.  This  Registration  Statement  on Form S-8 (the  "Registration
Statement")  is being  filed to  register  the  Additional  Units.  Accordingly,
pursuant to General  Instruction E of Form S-8 and except as supplemented by the
information  set forth below,  the contents of the  September  1999 Form S-8 are
hereby incorporated herein by reference.

                                     Part I

                             INFORMATION REQUIRED IN
                          THE SECTION 10(a) PROSPECTUS

     Documents  containing the information  specified in Part I of Form S-8 have
been and/or will be sent or given to eligible  participants as specified by Rule
428(b)(1) of the Act. In accordance with the instructions to Part I of Form S-8,
these  documents will not be filed with the  Securities and Exchange  Commission
(the  "Commission")  either  as  part  of  this  Registration  Statement  or  as
prospectuses or prospectus supplements pursuant to Rule 424 under the Securities
Act. These documents and the documents incorporated by reference pursuant to the
Explanatory  Note  above and Item 3 of Part II of this  Registration  Statement,
taken  together,  constitute  the prospectus as required by Section 10(a) of the
Act.

<PAGE>


                                     Part II

                             INFORMATION REQUIRED IN
                           THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

     The  following  documents  of the  Partnership,  which are on file with the
Commission, were previously filed pursuant to the Act or the Securities Exchange
Act of 1934, as amended (the "Exchange  Act"), and are incorporated by reference
herein and shall be deemed to be a part hereof:

     (a)  the Partnership's Annual Report on Form 10-K for the fiscal year ended
          July 31, 2001, filed with the Commission on October 25, 2001;

     (b)  the  Partnership's  Quarterly  Reports  on Form  10-Q  for the  fiscal
          quarters ended October 31, 2001, and January 31, 2002,  filed with the
          Commission on December 13, 2001, and March 15, 2002, respectively;

     (c)  the  Partnership's  Current  Reports  on Form  8-K,  furnished  to the
          Commission on September 13, 2001,  November 20, 2001, and February 20,
          2002;

     (d)  the  Partnership's   Current  Report  on  Form  8-K,  filed  with  the
          Commission on December 12, 2001; and

     (e)  the  description of the  Partnership's  common units  contained in the
          Partnership's  Registration  Statement on Form S-3/A (Registration No.
          333-71111),  filed with the  Commission  on February  5, 1999,  and as
          supplemented by the Partnership's Prospectus Supplement filed with the
          Commission pursuant to Rule 424(b)(2) of the Act on June 6, 2001.

     All documents filed by the Partnership  pursuant to Sections 13(a),  13(c),
14 or 15(d) of the  Exchange Act after the date of this  Registration  Statement
and prior to the filing of a  post-effective  amendment which indicates that all
securities  offered hereunder have been sold or which deregisters all securities
so  offered  then  remaining  unsold,  shall be  deemed  to be  incorporated  by
reference in this  Registration  Statement and to be a part hereof from the date
of filing of such documents.

     For purposes of this Registration  Statement,  any statement contained in a
report, document or appendix incorporated or deemed incorporated by reference in
this Registration  Statement will be deemed modified or superseded to the extent
that a statement contained in this Registration Statement or in any subsequently
filed report,  document or appendix which also is or is deemed  incorporated  by
reference  modifies or  supersedes  that  statement in that report,  document or
appendix.  Any statement so modified or superseded will not be deemed, except as
modified or superseded, to constitute a part of this Registration Statement.

     Upon the  written or oral  request of any person to whom this  Registration
Statement has been  delivered,  we will provide  without charge to that person a
copy of any of the information that has been incorporated by reference into this

<PAGE>

Registration  Statement but not delivered  with it (excluding  exhibits  thereto
unless such  exhibits  are  specifically  incorporated  by  reference  into such
information).  Requests should be directed to:  Ferrellgas  Partners,  L.P., One
Liberty  Plaza,  Liberty,   Missouri,  64068,  (816)  792-1600,  Attn:  Investor
Relations.


Item 6.  Indemnification of Directors and Officers.

     The partnership agreements of the Partnership and the Operating Partnership
provide that the  Partnership or the Operating  Partnership,  as the case may be
and subject to any limitations  expressly provided in the partnership  agreement
of either  partnership,  shall indemnify and hold harmless to the fullest extent
permitted  by current  applicable  law or as such law may  hereafter  be amended
(but, in the case of any such  amendment,  only to the extent that the amendment
permits either  partnership to provide broader  indemnification  rights) certain
persons (each,  an  "Indemnitee")  from and against any and all losses,  claims,
damages,   liabilities  (joint  or  several),   expenses   (including,   without
limitation,  legal fees and expenses),  judgments,  fines, penalties,  interest,
settlements and other amounts arising from any and all claims, demands, actions,
suits or proceedings, whether civil, criminal,  administrative or investigative,
in which any Indemnitee may be involved,  or is threatened to be involved,  as a
party or  otherwise,  by reason of their  status as (i) the General  Partner,  a
former General Partner, or any of their affiliates,  (ii) an officer,  director,
employee, partner, agent or trustee of either partnership,  the General Partner,
any former  General  Partner,  or any of their  affiliates  or (iii) a person or
entity  serving at the  request  of either  partnership  in another  entity in a
similar capacity.

     This indemnity is available only if the Indemnitee  acted in good faith, in
a manner in which the Indemnitee  believed to be in, or not opposed to, the best
interests  of the  applicable  partnership  and,  with  respect to any  criminal
proceeding,  had no reasonable  cause to believe its conduct was  unlawful.  The
termination of any action,  suit or proceeding by judgment,  order,  settlement,
conviction or upon a plea of nolo  contendere,  or its equivalent,  shall not of
itself create a presumption  that the Indemnitee  acted in a manner  contrary to
that specified in the immediately preceding sentence.  Any indemnification shall
be made only out of the assets of the  applicable  partnership  and the  General
Partner shall not be personally liable for any indemnification and shall have no
obligation  to  contribute  or loan any  money  or  property  to the  applicable
partnership to enable it to effectuate any  indemnification.  In no event may an
Indemnitee  subject  the  limited  partners  of the  applicable  partnership  to
personal liability by reason of being entitled to indemnification.

     To the fullest  extent  permitted by current  applicable law or as such law
may hereafter be amended (but, in the case of such amendment, only to the extent
that the amendment  permits the Partnership to provide  broader  indemnification
rights),  expenses  (including,  without  limitation,  legal fees and  expenses)
incurred by an  Indemnitee  in  defending  any claim,  demand,  action,  suit or
proceeding shall,  from time to time, be advanced by the applicable  partnership
prior to the final disposition of such claim, demand, action, suit or proceeding
upon receipt by the applicable  partnership of an undertaking by or on behalf of
the  Indemnitee  to repay such amount if it shall  ultimately be determined by a
court  of  competent  jurisdiction  that  the  Indemnitee  is  not  entitled  to
indemnification.

     The  Operating  Partnership  has,  to the extent  commercially  reasonable,
purchased and  currently  maintains (or  reimburses  the General  Partner or its
affiliates for the cost of) insurance, on behalf of the General Partner and such
other  persons or  entities as the General  Partner  has  determined,  including
particular other Indemnities, against any liability that may be asserted against

<PAGE>

or expense  that may be  incurred by such  person or entity in  connection  with
either  the  Operating  Partnership  or  the  Partnerships'   activities  or  in
connection  with  such  person's  or  entity's   activities  related  to  either
partnership in such person's or entity's  professional  capacity,  regardless of
whether the  Partnership and the Operating  Partnership  would have the power to
indemnify such person or entity  against such liability  under the provisions of
either partnerships' applicable partnership agreement.

     An  Indemnitee  shall  not be  denied  indemnification  by  the  applicable
partnership,  in whole or in part, because the Indemnitee had an interest in the
transaction  with  respect to which the  indemnification  applies so long as the
transaction was otherwise  permitted by the terms of the applicable  partnership
agreement.  Notwithstanding anything to the contrary set forth in the applicable
partnership agreement, no Indemnitee shall be liable for monetary damages to the
applicable  partnership,  the limited  partners,  their  assignees  or any other
persons  or  entities  who  have  acquired  interests  in  common  units  of the
Partnership, for losses sustained or liabilities incurred as a result of any act
or omission if such  Indemnitee  acted in good faith.  Also, the General Partner
shall not be  responsible  for any  misconduct  or negligence on the part of any
agent  appointed  by the General  Partner in good faith to  exercise  any of the
powers  granted to the General  Partner or to perform any of the duties  imposed
upon it pursuant to the applicable partnership agreement.

     The  Certificate of  Incorporation  and bylaws of the General  Partner also
provide for similar  indemnification  rights and  benefits  for its officers and
directors  from and  against any and all losses,  claims,  damages,  liabilities
(joint or several),  expenses  (including,  without  limitation,  legal fees and
expenses),  judgments, fines, penalties, interest, settlements and other amounts
arising from any and all claims, demands, actions, suits or proceedings, whether
civil,  criminal,  administrative  or  investigative,  in which any  officer  or
director  of  the  General  Partner  may be  involved,  or is  threatened  to be
involved, as a party or otherwise;  provided, however, the officers or directors
must  have  acted in good  faith,  in a manner  in which  such  person or entity
believed to be in, or not opposed to, the best interests of the General  Partner
and, with respect to any criminal proceeding, had no reasonable cause to believe
its conduct was unlawful.  The General Partner is also under similar obligations
to advance expenses to its officers and directors relating to indemnified claims
and the General Partner has, to the extent  commercially  reasonable,  purchased
and currently maintains insurance on behalf of its officers and directors.

     Furthermore, the directors of the General Partner are not personally liable
to the General Partner or its  stockholders  for monetary  damages for breach of
fiduciary  duty as a director,  except for  liability  (i) for any breach of the
director's duty of loyalty to the General Partner or its stockholders,  (ii) for
acts or omissions not in good faith or which involve intentional misconduct or a
knowing violation of law, (iii) under Section 174 of the General Corporation Law
of the State of Delaware,  or (iv) for any  transaction  from which the director
derived an improper personal benefit.

     The General  Partner  has also  entered  into  employment  agreements  with
certain of its directors and officers.  Pursuant to these employment agreements,
the General  Partner has  contractually  agreed to indemnify  these officers and
directors generally in accordance with the indemnification  terms and provisions
set forth  above.  Some of these  employment  agreements  also  provide that the
General Partner shall indemnify such director or officer when they were or are a
party  or are  threatened  to be  made a party  to any  threatened,  pending  or
completed  action or suit by or in the right of the General Partner to procure a
judgment in its favour by reason of the fact that such director or officer is or
was a director  or officer of the General  Partner,  or is or was serving at the
request of the  General  Partner as a  director,  officer,  employee or agent of
another  corporation,  partnership,  joint  venture,  trust or other  enterprise
against expenses (including attorneys' fees) actually and reasonably incurred by
such  director or officer in  connection  with the defense or settlement of such
action or suit if such  director or officer  acted in good faith and in a manner
that such director or officer reasonably believed to be in or not opposed to the

<PAGE>

best  interests  of the  General  Partner  and  except  that no  indemnification
pursuant  to the  employment  agreements  shall be made in respect of any claim,
issue or matter as to which such director or officer shall have been adjudged to
be liable to the General Partner unless and only to the extent that the Court of
Chancery or the court in which such action or suit was brought  shall  determine
upon application that,  despite the adjudication of liability but in view of all
the  circumstances  of the case,  such  directors  or  officers  are  fairly and
reasonably  entitled to indemnity for such expenses  which the Court of Chancery
or such other court shall deem proper.

     Generally,  any indemnification  under these employment  agreements (unless
ordered by a court) shall be made by the General  Partner only as  authorized in
each specific case upon a  determination,  in accordance with the procedures set
forth in the  applicable  employment  agreement,  that  indemnification  of such
director  or officer is proper in the  circumstances  because  such  director or
officer has met the applicable standard of conduct set forth in their particular
employment agreement. Such determination shall be made (1) by a majority vote of
the board of  directors  of the  General  Partner  who are not  parties  to such
action, suit or proceeding,  even though less than a quorum, or (2) if there are
no such directors or, if such directors so direct,  by independent legal counsel
in a written opinion,  or (3) by the stockholders of the General Partner.  Also,
if such  director  or  officer  institutes  any  legal  action to  enforce  such
director's or officer's rights under their employment  agreement,  or to recover
damages for breach of their employment  agreement,  such director or officer, if
such  director  or officer  prevails  in whole or in part,  shall be entitled to
recover  from the General  Partner all fees and expenses  (including  attorneys'
fees) incurred by such director or officer in connection therewith.

     None of the  indemnification  rights  described herein are exclusive of any
other rights to which an Indemnitee, or other applicable person, may be entitled
under any bylaw, agreement, vote of stockholders or unitholders, as the case may
be, or  disinterested  directors,  as a matter of law or  otherwise,  both as to
action in the Indemnitee's, or other applicable person's, official capacity with
either  partnership or the General Partner and as to action in another  capacity
while holding such office,  and shall  continue  after the  Indemnity,  or other
applicable person, has ceased to be an officer or director of either partnership
or the General Partner,  and shall inure to the benefit of the heirs,  executors
and administrators of the Indemnity, or other applicable person.

<PAGE>

Item 8.   Exhibits.

Number    Description

   4.1    Third  Amended  and  Restated  Agreement  of  Limited  Partnership  of
          Ferrellgas Partners.  L.P. dated as of April 6, 2001.  Incorporated by
          reference to Exhibit 3.1 to the  Partnership's  Current Report on Form
          8-K filed with the Commission on April 6, 2001.

   4.2    Second Amended and Restated Ferrellgas Unit Option Plan.  Incorporated
          by reference to Exhibit 10.1 to the  Partnership's  Current  Report on
          Form 8-K filed with the Commission on June 5, 2001.

   4.3    Form of Certificate Evidencing Common Units. Incorporated by reference
          to Exhibit A to the Third  Amended and  Restated  Agreement of Limited
          Partnership of Ferrellgas Partners.  L.P., filed as Exhibit 3.1 to the
          Partnership's  Current Report on Form 8-K filed with the Commission on
          April 6, 2001.

 * 5.1    Opinion of Mayer,  Brown,  Rowe & Maw as to the  legality  of the
          common units of the Partnership being registered hereunder.

 *23.1    Consent of Mayer, Brown, Rowe & Maw (contained in Exhibit 5.1
          herewith).

 *23.2    Consent of Deloitte & Touche LLP.

-----------------

* filed herewith



<PAGE>


                                   SIGNATURES

     Pursuant to the  requirements of the Securities Act of 1933, the registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-8 and has  duly  caused  this  Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the City of Liberty, State of Missouri, on March 15, 2002.

                             FERRELLGAS PARTNERS, L.P.

                             By:    FERRELLGAS, INC., its General Partner

                             By: /s/ James E. Ferrell
                                 -----------------------------------------------
                                 James E. Ferrell
                                 Chairman, President and Chief Executive Officer


     Pursuant  to  the   requirements   of  the  Securities  Act  of  1933  this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities and on the dates indicated.

    Name                            Title                       Date
    ----                            -----                       ----
/s/ James E. Ferrell       Chairman, President and
--------------------       Chief Executive Officer
    James E. Ferrell       (Principal Executive Officer)    March 15, 2002



/s/ A. Andrew Levison      Director                         March 15, 2002
---------------------
    A. Andrew Levison



/s/ Elizabeth T. Solberg   Director                         March 15, 2002
------------------------
    Elizabeth T. Solberg



/s/ Michael F. Morrisey    Director                         March 15, 2002
-----------------------
    Michael F. Morrisey



/s/ Kevin T. Kelly         Senior Vice President,
------------------         Chief Financial Officer
    Kevin T. Kelly         (Principal Financial and
                           Accounting Officer)              March 15, 2002

<PAGE>


                                  Exhibit Index

Exhibit Number    Description

     4.1          Third Amended and Restated Agreement of Limited Partnership of
                  Ferrellgas   Partners.   L.P.  dated  as  of  April  6,  2001.
                  Incorporated by reference to Exhibit 3.1 to the  Partnership's
                  Current  Report on Form 8-K filed with the Commission on April
                  6, 2001.

     4.2          Second  Amended and  Restated  Ferrellgas  Unit  Option  Plan.
                  Incorporated by reference to Exhibit 10.1 to the Partnership's
                  Current  Report on Form 8-K filed with the  Commission on June
                  5, 2001.

     4.3          Form of Certificate  Evidencing Common Units.  Incorporated by
                  reference  to  Exhibit A to the  Third  Amended  and  Restated
                  Agreement of Limited Partnership of Ferrellgas Partners. L.P.,
                  filed as Exhibit 3.1 to the  Partnership's  Current  Report on
                  Form 8-K filed with the Commission on April 6, 2001.

   * 5.1          Opinion of Mayer,  Brown, Rowe & Maw as to the legality of the
                  common units of the Partnership being registered hereunder.

   *23.1          Consent of Mayer,  Brown, Rowe & Maw (contained in Exhibit 5.1
                  herewith).

   *23.2          Consent of  Deloitte & Touche  LLP.

----------------
* filed herewith




<PAGE>
                                                                     Exhibit 5.1

                            MAYER, BROWN, ROWE & MAW

                              700 Louisiana Street
                                   Suite 3600
                            Houston, Texas 77002-2730



                                                                  MAIN TELEPHONE
                                                                  (713) 221-1651
                                                                     MAIN FAX
                                                                  (713) 224-6410


                                 March 15, 2002


Ferrellgas Partners, L.P.
One Liberty Plaza
Liberty, Missouri, 64068

Re:       Registration  Statement  on Form S-8  regarding  the  registration  of
          500,000  additional  Common  Units  representing  limited  partnership
          interests in Ferrellgas Partners, L.P. (the "Partnership")

Ladies and Gentlemen:

          We are acting as special counsel to the Partnership in connection with
the  registration  under the Securities Act of 1933, as amended (the "Securities
Act"),  of 500,000  additional  common units  representing  limited  partnership
interests in the Partnership (the "Units"), to be offered pursuant to the Second
Amended and Restated  Ferrellgas  Unit Option Plan (the  "Plan").  To effect the
registration,  the  Partnership  is  filing  with the  Securities  and  Exchange
Commission (the "Commission") under the Securities Act a Registration  Statement
on Form S-8 (the "Registration Statement") relating to the Units.

          We  have  examined  originals  or  copies  of  (i)  the  Partnership's
Certificate  of Limited  Partnership,  as  amended,  (ii) the Third  Amended and
Restated  Agreement of Limited  Partnership of the Partnership,  (iii) the Plan,
(iv)  the  Registration  Statement,  (v)  certain  resolutions  of the  Board of
Directors of Ferrellgas,  Inc., the general Partner of the Partnership, and (vi)
such other  documents  and records as we have deemed  necessary and relevant for
purposes hereof. In addition,  we have relied on certificates of officers of the
Partnership as to certain matters of fact relating to this opinion and have made
such  investigations  of law as we have deemed necessary and relevant as a basis
hereof. In such examination and  investigation,  we have assumed the genuineness
of all signatures,  the authenticity of all documents,  certificates and records
submitted to us as originals, the conformity to original documents, certificates
and  records of all  documents,  certificates  and  records  submitted  to us as
copies, and the truthfulness of all statements of fact contained therein.

<PAGE>

          Based  upon  the  foregoing  and  subject  to  the   limitations   and
assumptions set forth herein and having due regard for such legal considerations
as we deem  relevant,  we are of the  opinion  that the Units have been duly and
validly  authorized and when issued and paid for in accordance with the terms of
the Plan will be validly  issued,  fully paid and  nonassessable  except as such
nonassessability  may be affected by certain  provisions of the Delaware Revised
Limited Partnership Act (the "Partnership Act").

          The  foregoing  opinion  is  strictly  limited to the  matters  stated
herein,  and no other or more extensive  opinion is intended or implied or to be
inferred beyond the matters  expressly stated herein.  The foregoing  opinion is
based on and strictly limited to the Partnership Act, the Delaware  Constitution
(the   "Constitution"),   the  reported  judicial  decisions   interpreting  the
Partnership Act and the  Constitution  and the relevant law of the United States
of  America,  and we  render no  opinion  with  respect  to the law of any other
jurisdiction.  We  hereby  consent  to the  filing  of  this  opinion  with  the
Commission as Exhibit 5.1 to the Registration Statement. By giving such consent,
we do not admit that we are  within the  category  of persons  whose  consent is
required under Section 7 of the  Securities Act or the rules and  regulations of
the Commission promulgated thereunder.

          This opinion is rendered  solely for your  information  in  connection
with the  transaction  described  above and may not be relied upon by you in any
other  capacity  or for any other  purpose and may not be used or relied upon by
any other  person or entity for any purpose  without our express  prior  written
consent.  Except for the use permitted  herein,  this opinion may not be quoted,
circulated or published,  in whole or in part, otherwise referred to, filed with
or furnished to any other person or entity,  without our express  prior  written
authorization.  This opinion is not a guarantee or an opinion respecting matters
of fact and should not be construed or relied on as such. The opinions expressed
herein are as of the date hereof,  and we undertake no  responsibility to update
this opinion after the date hereof.

                                                 Very truly yours,


                                                 /s/  Mayer, Brown, Rowe & Maw
                                                 MAYER, BROWN, ROWE & MAW


<PAGE>


                                                                    Exhibit 23.2

                          INDEPENDENT AUDITOR'S CONSENT

We consent to the incorporation by reference in this  Registration  Statement of
Ferrellgas  Partners,  L.P. on Form S-8 of our reports dated September 14, 2001,
appearing in the Annual  Report on Form 10-K of  Ferrellgas  Partners,  L.P. and
Ferrellgas  Partners  Finance Corp. for the year ended July 31, 2001, and of our
report dated September 21, 2001,  related to Ferrellgas,  Inc. and  subsidiaries
appearing in the Current  Report on Form 8-K of  Ferrellgas  Partners,  L.P. and
Ferrellgas  Partners  Finance  Corp. as filed with the  Securities  and Exchange
Commission on December 12, 2001.


/s/ DELOITTE & TOUCHE LLP
DELOITTE & TOUCHE LLP


Kansas City, Missouri
March 15, 2002
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{"company-data": {"conformed-name": "FERRELLGAS PARTNERS L P", "cik": "0000922358", "assigned-sic": "5900", "irs-number": "431698480", "state-of-incorporation": "DE", "fiscal-year-end": "0731"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-84344", "film-number": "02575901"}, "business-address": {"street1": "ONE LIBERTY PLAZA", "city": "LIBERTY", "state": "MO", "zip": "64068", "phone": "8167921600"}, "mail-address": {"street1": "0NE LIBERTY PLAZA", "city": "LIBERTY", "state": "MO", "zip": "64068"}}
As filed with the Securities and Exchange Commission on March 15, 2002.

                                                    Registration No. 333-______

--------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM S-8

                             Registration Statement
                                      Under
                           The Securities Act of 1933

                            Ferrellgas Partners, L.P.
             ------------------------------------------------------
             (Exact name of Registrant as specified in its charter)

             Delaware                             43-1698480
 ---------------------------------            -------------------
   (State or other jurisdiction                (I.R.S. Employer
 of incorporation or organization)            Identification No.)

                   One Liberty Plaza, Liberty, Missouri, 64068
--------------------------------------------------------------------------------
   (Address, including zip code, of Registrant's principal executive offices)

                           SECOND AMENDED AND RESTATED
                           FERRELLGAS UNIT OPTION PLAN
                        ---------------------------------
                            (Full title of the Plan)

                                James E. Ferrell
                 Chairman, President and Chief Executive Officer
         Ferrellgas, Inc. (general partner of Ferrellgas Partners, L.P.)
                                One Liberty Plaza
                             Liberty, Missouri 64068
                                 (816) 792-1600

--------------------------------------------------------------------------------
 (Name, address and telephone number, including area code, of agent for service)

                                    Copy to:

                                  David L. Ronn
                            Mayer, Brown, Rowe & Maw
                            700 Louisiana, Suite 3600
                              Houston, Texas 77002
                                 (713) 546-0525
CALCULATION OF REGISTRATION FEE
Proposed maximum          Proposed
 Title of securities         Amount to           Offering price        maximum aggregate        Amount of
   to be registered    be registered (1) (2)     per unit (2)(3)     offering price (2)(3)   Registration fee
--------------------- ----------------------- --------------------- ----------------------- ------------------
     Common Units          500,000 units             $18.05               $9,025,600              $830.36
===================== ======================= ===================== ======================= ==================
(1) Pursuant to Rule 416 of the  Securities Act of 1933, as amended (the "Act"),
this Registration Statement on Form S-8 also covers such additional common units
of Ferrellgas  Partners,  L.P.  (the  "Partnership")  as may become  issuable to
prevent  dilution  resulting  from  stock  splits,  stock  dividends  or similar
transactions.

(2) The 500,000 common units representing  limited partnership  interests in the
Partnership  being  registered by this  Registration  Statement on Form S-8 (the
"Additional  Units")  are in  addition to the  850,000  common  units  currently
registered  pursuant  to a  registration  statement  on Form  S-8  filed  by the
Partnership on September 23, 1999  (Registration  No. 333-87633) (the "September
1999 Form S-8"),  in connection  with the Amended and Restated  Ferrellgas  Unit
Option Plan. A total  registration  fee of $2,917.20 was paid by the Partnership
with respect to the September 1999 Form S-8. The additional  registration fee of
$830.36 is paid with respect to only the Additional Units registered hereby.

(3) Calculated solely for the purpose of computing the registration fee pursuant
to Instruction E to Form S-8 and Rules 457(c) and (h) of the Act, the filing fee
for the Additional Units was calculated based upon the sum of the following:  i)
388,000 Additional Units already issued at a strike price of $17.90 per unit for
a maximum offering price of $6,945,200 and ii) the 112,000  Additional Units not
yet issued at the  average of the high and low  prices  reported  for one common
unit of the Partnership on the New York Stock Exchange on March 12, 2002,  which
was $18.575 per unit,  for a total  maximum  offering  price for the  Additional
Units of $2,080,400.
EXPLANATORY NOTE

     Effective  April 19, 2001, the Board of Directors of Ferrellgas,  Inc., the
general  partner of Ferrellgas,  L.P. (the "Operating  Partnership")  and of the
Partnership (the "General  Partner"),  approved the amendment and restatement of
the Amended and  Restated  Ferrellgas  Unit Option Plan (the  "Plan") to,  among
other  things,  increase  the  number of common  units  available  for  issuance
thereunder  by 500,000  common  units,  thereby  bringing the total common units
reserved for issuance  under the Second  Amended and  Restated  Ferrellgas  Unit
Option Plan (the "Amended  Plan") from 850,000 common units to 1,350,000  common
units. Other amendments to conform the Plan to current law were also made.

     This increase was  necessary to have options and common units  available so
as to  encourage  selected  employees  of  the  General  Partner  to  develop  a
proprietary  interest  in the  growth and  performance  of the  Partnership,  to
generate an  increased  incentive  to  contribute  to the  Partnership's  future
success and  prosperity,  thus  enhancing the value of the  Partnership  for the
benefit of its unitholders, and to enhance the ability of the General Partner to
attract and retain key individuals who are essential to the progress, growth and
profitability  of the  Partnership by giving those  employees the opportunity to
acquire common units.

     The Partnership had previously registered 850,000 common units representing
limited  partnership  interests in the  Partnership for issuance under the Plan.
The  registration  of those  850,000  common units was effected on the September
1999  Form  S-8.  This  Registration  Statement  on Form S-8 (the  "Registration
Statement")  is being  filed to  register  the  Additional  Units.  Accordingly,
pursuant to General  Instruction E of Form S-8 and except as supplemented by the
information  set forth below,  the contents of the  September  1999 Form S-8 are
hereby incorporated herein by reference.

                                     Part I

                             INFORMATION REQUIRED IN
                          THE SECTION 10(a) PROSPECTUS

     Documents  containing the information  specified in Part I of Form S-8 have
been and/or will be sent or given to eligible  participants as specified by Rule
428(b)(1) of the Act. In accordance with the instructions to Part I of Form S-8,
these  documents will not be filed with the  Securities and Exchange  Commission
(the  "Commission")  either  as  part  of  this  Registration  Statement  or  as
prospectuses or prospectus supplements pursuant to Rule 424 under the Securities
Act. These documents and the documents incorporated by reference pursuant to the
Explanatory  Note  above and Item 3 of Part II of this  Registration  Statement,
taken  together,  constitute  the prospectus as required by Section 10(a) of the
Act.
Part II

                             INFORMATION REQUIRED IN
                           THE REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

     The  following  documents  of the  Partnership,  which are on file with the
Commission, were previously filed pursuant to the Act or the Securities Exchange
Act of 1934, as amended (the "Exchange  Act"), and are incorporated by reference
herein and shall be deemed to be a part hereof:

     (a)  the Partnership's Annual Report on Form 10-K for the fiscal year ended
          July 31, 2001, filed with the Commission on October 25, 2001;

     (b)  the  Partnership's  Quarterly  Reports  on Form  10-Q  for the  fiscal
          quarters ended October 31, 2001, and January 31, 2002,  filed with the
          Commission on December 13, 2001, and March 15, 2002, respectively;

     (c)  the  Partnership's  Current  Reports  on Form  8-K,  furnished  to the
          Commission on September 13, 2001,  November 20, 2001, and February 20,
          2002;

     (d)  the  Partnership's   Current  Report  on  Form  8-K,  filed  with  the
          Commission on December 12, 2001; and

     (e)  the  description of the  Partnership's  common units  contained in the
          Partnership's  Registration  Statement on Form S-3/A (Registration No.
          333-71111),  filed with the  Commission  on February  5, 1999,  and as
          supplemented by the Partnership's Prospectus Supplement filed with the
          Commission pursuant to Rule 424(b)(2) of the Act on June 6, 2001.

     All documents filed by the Partnership  pursuant to Sections 13(a),  13(c),
14 or 15(d) of the  Exchange Act after the date of this  Registration  Statement
and prior to the filing of a  post-effective  amendment which indicates that all
securities  offered hereunder have been sold or which deregisters all securities
so  offered  then  remaining  unsold,  shall be  deemed  to be  incorporated  by
reference in this  Registration  Statement and to be a part hereof from the date
of filing of such documents.

     For purposes of this Registration  Statement,  any statement contained in a
report, document or appendix incorporated or deemed incorporated by reference in
this Registration  Statement will be deemed modified or superseded to the extent
that a statement contained in this Registration Statement or in any subsequently
filed report,  document or appendix which also is or is deemed  incorporated  by
reference  modifies or  supersedes  that  statement in that report,  document or
appendix.  Any statement so modified or superseded will not be deemed, except as
modified or superseded, to constitute a part of this Registration Statement.

     Upon the  written or oral  request of any person to whom this  Registration
Statement has been  delivered,  we will provide  without charge to that person a
copy of any of the information that has been incorporated by reference into this
Registration  Statement but not delivered  with it (excluding  exhibits  thereto
unless such  exhibits  are  specifically  incorporated  by  reference  into such
information).  Requests should be directed to:  Ferrellgas  Partners,  L.P., One
Liberty  Plaza,  Liberty,   Missouri,  64068,  (816)  792-1600,  Attn:  Investor
Relations.

Item 6.  Indemnification of Directors and Officers.

     The partnership agreements of the Partnership and the Operating Partnership
provide that the  Partnership or the Operating  Partnership,  as the case may be
and subject to any limitations  expressly provided in the partnership  agreement
of either  partnership,  shall indemnify and hold harmless to the fullest extent
permitted  by current  applicable  law or as such law may  hereafter  be amended
(but, in the case of any such  amendment,  only to the extent that the amendment
permits either  partnership to provide broader  indemnification  rights) certain
persons (each,  an  "Indemnitee")  from and against any and all losses,  claims,
damages,   liabilities  (joint  or  several),   expenses   (including,   without
limitation,  legal fees and expenses),  judgments,  fines, penalties,  interest,
settlements and other amounts arising from any and all claims, demands, actions,
suits or proceedings, whether civil, criminal,  administrative or investigative,
in which any Indemnitee may be involved,  or is threatened to be involved,  as a
party or  otherwise,  by reason of their  status as (i) the General  Partner,  a
former General Partner, or any of their affiliates,  (ii) an officer,  director,
employee, partner, agent or trustee of either partnership,  the General Partner,
any former  General  Partner,  or any of their  affiliates  or (iii) a person or
entity  serving at the  request  of either  partnership  in another  entity in a
similar capacity.

     This indemnity is available only if the Indemnitee  acted in good faith, in
a manner in which the Indemnitee  believed to be in, or not opposed to, the best
interests  of the  applicable  partnership  and,  with  respect to any  criminal
proceeding,  had no reasonable  cause to believe its conduct was  unlawful.  The
termination of any action,  suit or proceeding by judgment,  order,  settlement,
conviction or upon a plea of nolo  contendere,  or its equivalent,  shall not of
itself create a presumption  that the Indemnitee  acted in a manner  contrary to
that specified in the immediately preceding sentence.  Any indemnification shall
be made only out of the assets of the  applicable  partnership  and the  General
Partner shall not be personally liable for any indemnification and shall have no
obligation  to  contribute  or loan any  money  or  property  to the  applicable
partnership to enable it to effectuate any  indemnification.  In no event may an
Indemnitee  subject  the  limited  partners  of the  applicable  partnership  to
personal liability by reason of being entitled to indemnification.

     To the fullest  extent  permitted by current  applicable law or as such law
may hereafter be amended (but, in the case of such amendment, only to the extent
that the amendment  permits the Partnership to provide  broader  indemnification
rights),  expenses  (including,  without  limitation,  legal fees and  expenses)
incurred by an  Indemnitee  in  defending  any claim,  demand,  action,  suit or
proceeding shall,  from time to time, be advanced by the applicable  partnership
prior to the final disposition of such claim, demand, action, suit or proceeding
upon receipt by the applicable  partnership of an undertaking by or on behalf of
the  Indemnitee  to repay such amount if it shall  ultimately be determined by a
court  of  competent  jurisdiction  that  the  Indemnitee  is  not  entitled  to
indemnification.

     The  Operating  Partnership  has,  to the extent  commercially  reasonable,
purchased and  currently  maintains (or  reimburses  the General  Partner or its
affiliates for the cost of) insurance, on behalf of the General Partner and such
other  persons or  entities as the General  Partner  has  determined,  including
particular other Indemnities, against any liability that may be asserted against
or expense  that may be  incurred by such  person or entity in  connection  with
either  the  Operating  Partnership  or  the  Partnerships'   activities  or  in
connection  with  such  person's  or  entity's   activities  related  to  either
partnership in such person's or entity's  professional  capacity,  regardless of
whether the  Partnership and the Operating  Partnership  would have the power to
indemnify such person or entity  against such liability  under the provisions of
either partnerships' applicable partnership agreement.

     An  Indemnitee  shall  not be  denied  indemnification  by  the  applicable
partnership,  in whole or in part, because the Indemnitee had an interest in the
transaction  with  respect to which the  indemnification  applies so long as the
transaction was otherwise  permitted by the terms of the applicable  partnership
agreement.  Notwithstanding anything to the contrary set forth in the applicable
partnership agreement, no Indemnitee shall be liable for monetary damages to the
applicable  partnership,  the limited  partners,  their  assignees  or any other
persons  or  entities  who  have  acquired  interests  in  common  units  of the
Partnership, for losses sustained or liabilities incurred as a result of any act
or omission if such  Indemnitee  acted in good faith.  Also, the General Partner
shall not be  responsible  for any  misconduct  or negligence on the part of any
agent  appointed  by the General  Partner in good faith to  exercise  any of the
powers  granted to the General  Partner or to perform any of the duties  imposed
upon it pursuant to the applicable partnership agreement.

     The  Certificate of  Incorporation  and bylaws of the General  Partner also
provide for similar  indemnification  rights and  benefits  for its officers and
directors  from and  against any and all losses,  claims,  damages,  liabilities
(joint or several),  expenses  (including,  without  limitation,  legal fees and
expenses),  judgments, fines, penalties, interest, settlements and other amounts
arising from any and all claims, demands, actions, suits or proceedings, whether
civil,  criminal,  administrative  or  investigative,  in which any  officer  or
director  of  the  General  Partner  may be  involved,  or is  threatened  to be
involved, as a party or otherwise;  provided, however, the officers or directors
must  have  acted in good  faith,  in a manner  in which  such  person or entity
believed to be in, or not opposed to, the best interests of the General  Partner
and, with respect to any criminal proceeding, had no reasonable cause to believe
its conduct was unlawful.  The General Partner is also under similar obligations
to advance expenses to its officers and directors relating to indemnified claims
and the General Partner has, to the extent  commercially  reasonable,  purchased
and currently maintains insurance on behalf of its officers and directors.

     Furthermore, the directors of the General Partner are not personally liable
to the General Partner or its  stockholders  for monetary  damages for breach of
fiduciary  duty as a director,  except for  liability  (i) for any breach of the
director's duty of loyalty to the General Partner or its stockholders,  (ii) for
acts or omissions not in good faith or which involve intentional misconduct or a
knowing violation of law, (iii) under Section 174 of the General Corporation Law
of the State of Delaware,  or (iv) for any  transaction  from which the director
derived an improper personal benefit.

     The General  Partner  has also  entered  into  employment  agreements  with
certain of its directors and officers.  Pursuant to these employment agreements,
the General  Partner has  contractually  agreed to indemnify  these officers and
directors generally in accordance with the indemnification  terms and provisions
set forth  above.  Some of these  employment  agreements  also  provide that the
General Partner shall indemnify such director or officer when they were or are a
party  or are  threatened  to be  made a party  to any  threatened,  pending  or
completed  action or suit by or in the right of the General Partner to procure a
judgment in its favour by reason of the fact that such director or officer is or
was a director  or officer of the General  Partner,  or is or was serving at the
request of the  General  Partner as a  director,  officer,  employee or agent of
another  corporation,  partnership,  joint  venture,  trust or other  enterprise
against expenses (including attorneys' fees) actually and reasonably incurred by
such  director or officer in  connection  with the defense or settlement of such
action or suit if such  director or officer  acted in good faith and in a manner
that such director or officer reasonably believed to be in or not opposed to the
best  interests  of the  General  Partner  and  except  that no  indemnification
pursuant  to the  employment  agreements  shall be made in respect of any claim,
issue or matter as to which such director or officer shall have been adjudged to
be liable to the General Partner unless and only to the extent that the Court of
Chancery or the court in which such action or suit was brought  shall  determine
upon application that,  despite the adjudication of liability but in view of all
the  circumstances  of the case,  such  directors  or  officers  are  fairly and
reasonably  entitled to indemnity for such expenses  which the Court of Chancery
or such other court shall deem proper.

     Generally,  any indemnification  under these employment  agreements (unless
ordered by a court) shall be made by the General  Partner only as  authorized in
each specific case upon a  determination,  in accordance with the procedures set
forth in the  applicable  employment  agreement,  that  indemnification  of such
director  or officer is proper in the  circumstances  because  such  director or
officer has met the applicable standard of conduct set forth in their particular
employment agreement. Such determination shall be made (1) by a majority vote of
the board of  directors  of the  General  Partner  who are not  parties  to such
action, suit or proceeding,  even though less than a quorum, or (2) if there are
no such directors or, if such directors so direct,  by independent legal counsel
in a written opinion,  or (3) by the stockholders of the General Partner.  Also,
if such  director  or  officer  institutes  any  legal  action to  enforce  such
director's or officer's rights under their employment  agreement,  or to recover
damages for breach of their employment  agreement,  such director or officer, if
such  director  or officer  prevails  in whole or in part,  shall be entitled to
recover  from the General  Partner all fees and expenses  (including  attorneys'
fees) incurred by such director or officer in connection therewith.

     None of the  indemnification  rights  described herein are exclusive of any
other rights to which an Indemnitee, or other applicable person, may be entitled
under any bylaw, agreement, vote of stockholders or unitholders, as the case may
be, or  disinterested  directors,  as a matter of law or  otherwise,  both as to
action in the Indemnitee's, or other applicable person's, official capacity with
either  partnership or the General Partner and as to action in another  capacity
while holding such office,  and shall  continue  after the  Indemnity,  or other
applicable person, has ceased to be an officer or director of either partnership
or the General Partner,  and shall inure to the benefit of the heirs,  executors
and administrators of the Indemnity, or other applicable person.
Item 8.   Exhibits.

Number    Description

   4.1    Third  Amended  and  Restated  Agreement  of  Limited  Partnership  of
          Ferrellgas Partners.  L.P. dated as of April 6, 2001.  Incorporated by
          reference to Exhibit 3.1 to the  Partnership's  Current Report on Form
          8-K filed with the Commission on April 6, 2001.

   4.2    Second Amended and Restated Ferrellgas Unit Option Plan.  Incorporated
          by reference to Exhibit 10.1 to the  Partnership's  Current  Report on
          Form 8-K filed with the Commission on June 5, 2001.

   4.3    Form of Certificate Evidencing Common Units. Incorporated by reference
          to Exhibit A to the Third  Amended and  Restated  Agreement of Limited
          Partnership of Ferrellgas Partners.  L.P., filed as Exhibit 3.1 to the
          Partnership's  Current Report on Form 8-K filed with the Commission on
          April 6, 2001.

 * 5.1    Opinion of Mayer,  Brown,  Rowe & Maw as to the  legality  of the
          common units of the Partnership being registered hereunder.

 *23.1    Consent of Mayer, Brown, Rowe & Maw (contained in Exhibit 5.1
          herewith).

 *23.2    Consent of Deloitte & Touche LLP.

-----------------

* filed herewith
SIGNATURES

     Pursuant to the  requirements of the Securities Act of 1933, the registrant
certifies  that it has  reasonable  grounds to believe  that it meets all of the
requirements  for  filing  on Form S-8 and has  duly  caused  this  Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the City of Liberty, State of Missouri, on March 15, 2002.

                             FERRELLGAS PARTNERS, L.P.

                             By:    FERRELLGAS, INC., its General Partner

                             By: /s/ James E. Ferrell
                                 -----------------------------------------------
                                 James E. Ferrell
                                 Chairman, President and Chief Executive Officer

     Pursuant  to  the   requirements   of  the  Securities  Act  of  1933  this
Registration  Statement  has  been  signed  by  the  following  persons  in  the
capacities and on the dates indicated.

    Name                            Title                       Date
    ----                            -----                       ----
/s/ James E. Ferrell       Chairman, President and
--------------------       Chief Executive Officer
    James E. Ferrell       (Principal Executive Officer)    March 15, 2002

/s/ A. Andrew Levison      Director                         March 15, 2002
---------------------
    A. Andrew Levison

/s/ Elizabeth T. Solberg   Director                         March 15, 2002
------------------------
    Elizabeth T. Solberg

/s/ Michael F. Morrisey    Director                         March 15, 2002
-----------------------
    Michael F. Morrisey

/s/ Kevin T. Kelly         Senior Vice President,
------------------         Chief Financial Officer
    Kevin T. Kelly         (Principal Financial and
                           Accounting Officer)              March 15, 2002
Exhibit Index

Exhibit Number    Description

     4.1          Third Amended and Restated Agreement of Limited Partnership of
                  Ferrellgas   Partners.   L.P.  dated  as  of  April  6,  2001.
                  Incorporated by reference to Exhibit 3.1 to the  Partnership's
                  Current  Report on Form 8-K filed with the Commission on April
                  6, 2001.

     4.2          Second  Amended and  Restated  Ferrellgas  Unit  Option  Plan.
                  Incorporated by reference to Exhibit 10.1 to the Partnership's
                  Current  Report on Form 8-K filed with the  Commission on June
                  5, 2001.

     4.3          Form of Certificate  Evidencing Common Units.  Incorporated by
                  reference  to  Exhibit A to the  Third  Amended  and  Restated
                  Agreement of Limited Partnership of Ferrellgas Partners. L.P.,
                  filed as Exhibit 3.1 to the  Partnership's  Current  Report on
                  Form 8-K filed with the Commission on April 6, 2001.

   * 5.1          Opinion of Mayer,  Brown, Rowe & Maw as to the legality of the
                  common units of the Partnership being registered hereunder.

   *23.1          Consent of Mayer,  Brown, Rowe & Maw (contained in Exhibit 5.1
                  herewith).

   *23.2          Consent of  Deloitte & Touche  LLP.

----------------
* filed herewith
Exhibit 5.1

                            MAYER, BROWN, ROWE & MAW

                              700 Louisiana Street
                                   Suite 3600
                            Houston, Texas 77002-2730

                                                                  MAIN TELEPHONE
                                                                  (713) 221-1651
                                                                     MAIN FAX
                                                                  (713) 224-6410

                                 March 15, 2002

Ferrellgas Partners, L.P.
One Liberty Plaza
Liberty, Missouri, 64068

Re:       Registration  Statement  on Form S-8  regarding  the  registration  of
          500,000  additional  Common  Units  representing  limited  partnership
          interests in Ferrellgas Partners, L.P. (the "Partnership")

Ladies and Gentlemen:

          We are acting as special counsel to the Partnership in connection with
the  registration  under the Securities Act of 1933, as amended (the "Securities
Act"),  of 500,000  additional  common units  representing  limited  partnership
interests in the Partnership (the "Units"), to be offered pursuant to the Second
Amended and Restated  Ferrellgas  Unit Option Plan (the  "Plan").  To effect the
registration,  the  Partnership  is  filing  with the  Securities  and  Exchange
Commission (the "Commission") under the Securities Act a Registration  Statement
on Form S-8 (the "Registration Statement") relating to the Units.

          We  have  examined  originals  or  copies  of  (i)  the  Partnership's
Certificate  of Limited  Partnership,  as  amended,  (ii) the Third  Amended and
Restated  Agreement of Limited  Partnership of the Partnership,  (iii) the Plan,
(iv)  the  Registration  Statement,  (v)  certain  resolutions  of the  Board of
Directors of Ferrellgas,  Inc., the general Partner of the Partnership, and (vi)
such other  documents  and records as we have deemed  necessary and relevant for
purposes hereof. In addition,  we have relied on certificates of officers of the
Partnership as to certain matters of fact relating to this opinion and have made
such  investigations  of law as we have deemed necessary and relevant as a basis
hereof. In such examination and  investigation,  we have assumed the genuineness
of all signatures,  the authenticity of all documents,  certificates and records
submitted to us as originals, the conformity to original documents, certificates
and  records of all  documents,  certificates  and  records  submitted  to us as
copies, and the truthfulness of all statements of fact contained therein.
Based  upon  the  foregoing  and  subject  to  the   limitations   and
assumptions set forth herein and having due regard for such legal considerations
as we deem  relevant,  we are of the  opinion  that the Units have been duly and
validly  authorized and when issued and paid for in accordance with the terms of
the Plan will be validly  issued,  fully paid and  nonassessable  except as such
nonassessability  may be affected by certain  provisions of the Delaware Revised
Limited Partnership Act (the "Partnership Act").

          The  foregoing  opinion  is  strictly  limited to the  matters  stated
herein,  and no other or more extensive  opinion is intended or implied or to be
inferred beyond the matters  expressly stated herein.  The foregoing  opinion is
based on and strictly limited to the Partnership Act, the Delaware  Constitution
(the   "Constitution"),   the  reported  judicial  decisions   interpreting  the
Partnership Act and the  Constitution  and the relevant law of the United States
of  America,  and we  render no  opinion  with  respect  to the law of any other
jurisdiction.  We  hereby  consent  to the  filing  of  this  opinion  with  the
Commission as Exhibit 5.1 to the Registration Statement. By giving such consent,
we do not admit that we are  within the  category  of persons  whose  consent is
required under Section 7 of the  Securities Act or the rules and  regulations of
the Commission promulgated thereunder.

          This opinion is rendered  solely for your  information  in  connection
with the  transaction  described  above and may not be relied upon by you in any
other  capacity  or for any other  purpose and may not be used or relied upon by
any other  person or entity for any purpose  without our express  prior  written
consent.  Except for the use permitted  herein,  this opinion may not be quoted,
circulated or published,  in whole or in part, otherwise referred to, filed with
or furnished to any other person or entity,  without our express  prior  written
authorization.  This opinion is not a guarantee or an opinion respecting matters
of fact and should not be construed or relied on as such. The opinions expressed
herein are as of the date hereof,  and we undertake no  responsibility to update
this opinion after the date hereof.

                                                 Very truly yours,

                                                 /s/  Mayer, Brown, Rowe & Maw
                                                 MAYER, BROWN, ROWE & MAW
Exhibit 23.2

                          INDEPENDENT AUDITOR'S CONSENT

We consent to the incorporation by reference in this  Registration  Statement of
Ferrellgas  Partners,  L.P. on Form S-8 of our reports dated September 14, 2001,
appearing in the Annual  Report on Form 10-K of  Ferrellgas  Partners,  L.P. and
Ferrellgas  Partners  Finance Corp. for the year ended July 31, 2001, and of our
report dated September 21, 2001,  related to Ferrellgas,  Inc. and  subsidiaries
appearing in the Current  Report on Form 8-K of  Ferrellgas  Partners,  L.P. and
Ferrellgas  Partners  Finance  Corp. as filed with the  Securities  and Exchange
Commission on December 12, 2001.

/s/ DELOITTE & TOUCHE LLP
DELOITTE & TOUCHE LLP

Kansas City, Missouri
March 15, 2002