SEC FORM 3/A

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

PRIM BILLY D

(Last)

(First)

(Middle)

104 CAMBRIDGE PLAZA DRIVE

(Street)

WINSTON-SALEM

27104

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
04/21/2004

3. Issuer Name and Ticker or Trading Symbol
FERRELLGAS PARTNERS L P [ FGP ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	EVP; CEO of Blue Rhino Div

5. If Amendment, Date of Original Filed (Month/Day/Year)
04/22/2004

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Unit	812,155⁽¹⁾	D

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)

Explanation of Responses:

1. Of the 812,155 common units acquired by Mr. Prim, 671,202 were acquired by Mr. Prim on April 21, 2004 pursuant to a Unit Purchase Agreement dated February 8, 2004 between Mr. Prim and Ferrellgas Partners, L.P. and the remaining 140,953 common units were acquired by Mr. Prim on April 21, 2004 pursuant to a Real Property Contribution Agreement dated February 8, 2004 between Mr. Prim and Ferrellgas Partners, L.P. All 812,155 common units were acquired by Mr. Prim prior to Mr. Prim's becoming an officer or director of the general partner of Ferrellgas Partners, L.P.

Remarks:

Mr. Prim's initial Form 3, as filed with the SEC on April 22, 2004, listed an incorrect date of April 20, 2004 as the "Date of Event Requiring Statement." The correct "Date of Event Requiring Statement," as reflected in this Amendment to Mr. Prim's initial Form 3, is April 21, 2004.

	Billy D. Prim	04/28/2004
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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