On October 9, 2009, Ferrellgas Partners, L.P. ("Ferrellgas") entered into an agreement with an institutional investor relating to a non-brokered registered direct offering of 1,058,454 common units (the "Units") representing limited partner interests in Ferrellgas for an aggregate purchase price of approximately $20 million. The Units were offered and sold pursuant to a prospectus supplement dated October 9, 2009 and an accompanying base prospectus dated April 13, 2009, pursuant to the Ferrellgas shelf registration statement on Form S-3 (File no. 333-157760), as amended, which became effective on April 9, 2009. The transaction closed on October 13, 2009.

(d) Exhibits

Exhibit Number                          Description

5.1              Opinion of Greenberg Traurig, LLP.

8.1              Opinion of Greenberg Traurig, LLP relating to tax matters.