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

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

                                    FORM 10-Q

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


|X| Quarterly report pursuant to Section 13  or 15(d) of the Securities Exchange
    Act of 1934

              For the quarterly period ended September 30, 2001, or

|_| Transition report pursuant to Section 13 or 15(d) of the Securities Exchange
    Act of 1934

              For the transition period from _______________ to _______________

                           Commission File No. 1-13727


                           FFP MARKETING COMPANY, INC.
             (Exact name of registrant as specified in its charter)



             Texas                                             75-2735779
  (State or other jurisdiction of                           (I.R.S. employer
  incorporation or organization)                         identification number)


                2801 Glenda Avenue; Fort Worth, Texas 76117-4391
           (Address of principal executive office, including zip code)

                                  817/838-4700
              (Registrant's telephone number, including area code)


     Indicate by check mark  whether the  registrant:  (1) has filed all reports
required to be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of
1934  during  the  preceding  12 months  (or for such  shorter  period  that the
registrant was required to file such reports),  and (2) has been subject to such
filing requirements for the past 90 days. Yes ____ X ___ No ________


                             Common Shares 3,818,747
             (Number of shares outstanding as of November 14, 2001)



<PAGE>
                  FFP MARKETING COMPANY, INC. AND SUBSIDIARIES
                      CONDENSED CONSOLIDATED BALANCE SHEETS
                                   (Unaudited)

                                                September 30,      December 31,
                                                      2001             2000
                                                -------------      ------------
                                         (In thousands, except number of shares)

                                    ASSETS

Current assets -
  Cash and cash equivalents                           $13,057           $14,572
  Investments in stocks and bonds                       2,890             3,084
  Trade receivables                                    25,499            28,671
  Notes receivable, current portion                     1,573             1,391
  Receivables from affiliates, current portion            652               770
  Inventories                                          22,297            24,502
  Deferred income taxes                                 1,166             1,181
  Prepaid expenses and other current assets               621               676
                                                      -------          --------
     Total current assets                              67,755            74,847
Property and equipment, net                            37,554            38,074
Notes receivable, excluding current portion             4,650             3,620
Other assets, net                                      10,736             8,320
                                                      -------           -------
     Total assets                                    $120,695          $124,861
                                                      =======           =======

                      LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities -
  Current installments of long-term debt               $1,616            $1,642
  Current installments of capital lease obligations       437               437
  Accounts payable                                     20,645            21,190
  Money orders payable                                 17,330            18,237
  Advances from affiliate                               2,138             1,407
  Accrued expenses and other current liabilities       10,577            14,182
                                                      -------          --------
     Total current liabilities                         52,743            57,095
Long-term debt, excluding current installments         37,111            37,557
Capital lease obligations, excluding
   current installments                                 3,769             4,042
Deferred income taxes                                   3,648             3,367
Other liabilities                                       1,915             2,081
                                                      -------          --------
     Total liabilities                                 99,186           104,142
Commitments and contingencies                              -                 -
Stockholders' equity -
    Common stock ($0.01 par value; 9,000,000
       common shares authorized; 3,818,747
       common shares issued and outstanding)           22,235            22,235
    Retained earnings (accumulated deficit)               213              (547)
    Accumulated other comprehensive loss                 (939)             (969)
                                                      -------          --------
      Total stockholders' equity                       21,509            20,719
                                                      -------          --------

      Total liabilities and stockholders' equity     $120,695          $124,861
                                                      =======           =======

     See accompanying Notes to Condensed Consolidated Financial Statements.


<PAGE>
                  FFP MARKETING COMPANY, INC. AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                                   (Unaudited)



                                       Three Months Ended   Nine Months Ended
                                      -------------------- --------------------
                                      Sept. 30,  Sept. 24, Sept. 30,  Sept. 24,
                                         2001      2000        2001      2000
                                      --------   --------   --------   -------
                                          (In thousands, except per share data)

Revenues -
  Motor fuel                          $129,232   $150,482   $413,411   $420,316
  Merchandise                           25,748     27,892     76,069     85,837
  Gain on sale/conversion of stores        380      1,081      1,611      2,531
  Miscellaneous                          2,725      2,591      8,598      6,782
                                        ------     ------     ------     ------
     Total revenues                    158,085    182,046    499,689    515,466

Costs and expenses -
  Cost of motor fuel                   120,443    141,764    389,728    396,673
  Cost of merchandise                   18,346     19,786     53,897     60,268
  Direct store expenses                 11,283     12,499     34,500     37,893
  General and administrative expenses    3,769      3,388     12,257     11,190
  Depreciation and amortization          1,939      1,937      5,669      5,397
                                        ------     ------     ------     ------
     Total costs and expenses          155,780    179,374    496,051    511,421

Operating income                         2,305      2,672      3,638      4,045

  Interest income                          358        399        946      1,116
  Interest expense                       1,109      1,011      3,432      3,318
                                        ------     ------     ------     ------

Income before income taxes               1,554      2,060      1,152      1,843

Deferred income tax expense                529        618        392        553
                                        ------     ------     ------     ------

Net income                              $1,025     $1,442      $760      $1,290
                                        ======     ======    ======      ======

Net income per share -
    Basic                                $0.27      $0.38     $0.20       $0.34
    Diluted                              $0.27      $0.37     $0.20       $0.34

Weighted average number of
  common shares outstanding -
    Basic                                3,819      3,819     3,819       3,819
    Diluted                              3,819      3,851     3,826       3,842



     See accompanying Notes to Condensed Consolidated Financial Statements.


<PAGE>
                  FFP MARKETING COMPANY, INC. AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                   (Unaudited)

                                                          Nine Months Ended
                                                     --------------------------
                                                     Sept. 30,        Sept. 24,
                                                        2001            2000
                                                     ---------        ---------
                                                            (In thousands)

Cash Flows from Operating Activities -
  Net income                                             $760            $1,290
  Adjustments to reconcile net income to
  net cash provided by operating activities -
     Depreciation and amortization                      5,669             5,397
     Provision for doubtful accounts                      201                 0
     Deferred income tax expense                          281               659
     Gain on sale of stores and properties             (1,425)           (2,531)
     Increase in stock and bond account                  (941)             (814)
     Net change in operating assets and liabilities    (3,186)           (2,900)
                                                       ------            -------
       Net cash provided by operating activities        1,359             1,101
                                                       ------            -------

Cash Flows from Investing Activities -
  Repayments of advances to affiliate                     118               152
  Additions of property and equipment, net             (3,731)           (3,949)
  Increase (decrease) in notes receivable                 753              (102)
                                                       ------            -------
      Net cash used by investing activities            (2,860)           (3,899)
                                                       ------            -------

Cash Flows from Financing Activities -
  Advances from affiliate                                 731             1,738
  Net payments on debt and capital leases                (745)           (1,258)
                                                       ------            -------
      Net cash provided (used) by financing activities    (14)              480
                                                       ------            -------
Net decrease in cash and cash equivalents              (1,515)           (2,318)

Cash and cash equivalents at beginning of period       14,572            20,868
                                                       ------            -------

Cash and cash equivalents at end of period            $13,057           $18,550
                                                      =======            ======


Supplemental Disclosure of Cash Flow Information -
------------------------------------------------

Cash paid for interest                                 $3,432            $3,318



     See accompanying Notes to Condensed Consolidated Financial Statements.

<PAGE>
                  FFP MARKETING COMPANY, INC. AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                               SEPTEMBER 30, 2001
                                   (Unaudited)

1.  Basis of Presentation

     The  condensed   consolidated  financial  statements  include  the  assets,
liabilities,  and results of operations of FFP Marketing Company,  Inc., and its
wholly owned subsidiaries, FFP Operating Partners, L.P., Direct Fuels, L.P., FFP
Financial Services,  L.P., Practical Tank Management,  Inc., FFP Transportation,
L.L.C.,  FFP Money Order  Company,  Inc.,  FFP  Operating  LLC, and Direct Fuels
Management  Company,  Inc. These companies are  collectively  referred to as the
"Company."

     The condensed  consolidated balance sheet as of September 30, 2001, and the
condensed  consolidated  statements of operations and the condensed consolidated
statements of cash flows for the periods presented have not been audited. In the
opinion of management,  all  adjustments,  consisting  only of normal  recurring
adjustments,  necessary to fairly present the Company's financial position as of
September 30, 2001, and the results of operations and cash flows for the periods
presented  have  been  made.  Interim  operating  results  are  not  necessarily
indicative of results for the entire year.

     The  notes to the  audited  consolidated  financial  statements,  which are
included in the Company's Annual Report on Form 10-K for the year ended December
31, 2000, include accounting policies and additional information pertinent to an
understanding of these interim  financial  statements.  That information has not
changed other than as a result of normal  transactions  in the nine months ended
September 30, 2001, and as discussed below.


2.  Income per Share

     Basic net income per share is net income  divided by the  weighted  average
number of common shares  outstanding for the year.  Diluted net income per share
is  net  income  divided  by  the  weighted  average  number  of  common  shares
outstanding for the year plus  potentially  dilutive common shares.  Outstanding
options to acquire  303,667 and 253,667  common  shares were  excluded  from the
diluted  computation for the three-month and nine-month  periods ended September
30, 2001, respectively,  and outstanding options to acquire 0 and 228,667 common
shares  were  excluded  from the diluted  computation  for the  three-month  and
nine-month  periods ended September 24, 2000,  respectively,  because the effect
would have been  anti-dilutive.  The following table reconciles the denominators
of the basic and diluted net income per share  calculations  for the three-month
and nine-month periods ended September 30, 2001, and September 24, 2000:



                                        Three Months Ended   Nine Months Ended
                                        ------------------- -------------------
                                        Sept. 30, Sept. 24, Sept. 30, Sept. 24,
                                          2001      2000     2001      2000
                                        --------- --------- --------- ---------
                                                    (In thousands)

Weighted average number of
   common shares outstanding              3,819     3,819    3,819     3,819
Effect of dilutive options                    0        32        7        23
                                          -----     -----    -----     -----
Weighted average number of
  common shares outstanding,
  assuming dilution                       3,819     3,851    3,826     3,842
                                          =====     =====    =====     =====

3.  Operating Segments

     The Company and its subsidiaries  are principally  engaged in two operating
segments: (i) the retail and wholesale sale of motor fuel, merchandise and other
products and services at  convenience  stores,  truck stops,  and other gasoline
outlets  ("Retail  and  Wholesale"),  and (ii)  the  operation  of a motor  fuel
terminal  and  processing  facility  ("Terminal  Operations").  The  Company has
identified  such  segments  based  on  management  responsibilities.   No  major
distinctions  exist  regarding  geographical  areas  served  by the  Company  or
customer types.  The following table sets forth certain  information  about each
segment's financial information for the three month and nine month periods ended
September 30, 2001 and September 24, 2000:


                                Retail and   Terminal      Elimin-     Consoli-
                                Wholesale   Operations      ations       dated
                                ----------  ----------    ---------    --------
                                                (In thousands)

Nine Months Ended September 30, 2001
------------------------------------

Revenues from external sources    $410,436     $89,253           0      $499,689
Revenues from other segment         13,646      23,245     (36,891)            0
Depreciation and amortization        5,179         490           0         5,669
Income (loss) before income taxes   (2,034)      3,186           0         1,152


Nine Months Ended September 24, 2000
------------------------------------

Revenues from external sources    $446,047     $69,419            0     $515,466
Revenues from other segment              0      26,600      (26,600)           0
Depreciation and amortization        4,959         438            0        5,397
Income before income taxes           1,650         193            0        1,843


Third Quarter 2001
------------------

Revenues from external sources    $130,236     $27,849            0     $158,085
Revenues from other segment         10,259       8,117      (18,376)           0
Depreciation and amortization        1,772         167            0        1,939
Income (loss) before income taxes      (15)      1,569            0        1,554


Third Quarter 2000
------------------

Revenues from external sources    $152,343     $29,702            0     $182,045
Revenues from other segment              0      10,820      (10,820)           0
Depreciation and amortization        1,796         141            0        1,937
Income before income taxes           1,821         239            0        2,060



4.  Comprehensive Income

     The components of comprehensive income for the three and nine month periods
ended September 30, 2001 and September 24, 2000, are set forth below:

                                        Three Months Ended   Nine Months Ended
                                        ------------------- -------------------
                                        Sept. 30, Sept. 24, Sept. 30, Sept. 24,
                                          2001      2000     2001      2000
                                        --------- --------- --------- ---------
                                                    (In thousands)

Net income                               $1,025    $1,442     $760    $1,290
Unrealized net gains (losses) on
  available-for-sale securities,
  net of tax                               (232)        0       30         0
                                          -----     -----    -----     -----
    Comprehensive income                   $793    $1,442     $790    $1,290
                                          =====     =====    =====     =====


5.   Notes Payable and Long-Term Debt

     In June 1998 the Company closed 44 loans in the original  principal  amount
of $9,420,000 and secured by the Company's assets at 44 of 94 convenience stores
acquired in December 1997.  The loans bear interest at 8.66% per annum,  require
the Company to maintain a minimum fixed charge  coverage ratio of 1.25 to 1, and
will be fully  amortized at various  maturity dates ranging from October 2007 to
July  2013  by  making   principal  and  interest   payments  in  equal  monthly
installments  over their  respective  terms. At September 30, 2001, and December
31, 2000, $7,850,000 and $8,359,000, respectively, remained outstanding on these
loans.

     In February 1999 the Company  acquired 23 convenience  stores and two truck
stops.  Eleven of the 25 stores are third party  leasehold  locations  where the
Company purchased the existing leasehold interest, equipment, and inventory. The
Company  financed  its  purchase of those 11  properties  with  fully-amortizing
mortgage loans in the aggregate  original  principal amount of $1,012,000,  with
maturity dates ranging from 86 to 180 months,  interest  payable at a fixed rate
of 9.275% per annum,  a minimum  fixed charge  coverage  ratio of 1.25 to 1, and
aggregate  monthly  payments of principal and interest of $13,000.  At September
30, 2001, and December 31, 2000, $858,000 and $908,000,  respectively,  remained
outstanding on these loans.

     The land and building at the remaining 14 of those 25 stores were purchased
in February  1999 by FFP Partners and  immediately  leased to the Company  under
real estate leases with a 15-year term. The real estate leases with FFP Partners
require  a total  monthly  rent  payment  of  $99,000  with a rate of  return of
approximately 14%. Under generally  accepted  accounting  principles,  each real
estate lease is treated as two leases:  a land lease and a building lease.  Each
land lease is classified as an operating  lease,  with monthly  payments for all
such land leases  aggregating  $28,000.  Each building  lease is classified as a
capital lease,  with monthly  payments for all such building leases  aggregating
$71,000.  The amount of rent  allocated to the capital lease  obligation for the
buildings in the original  amount of  $3,932,000  results in an implicit rate of
approximately  20%.  As a  condition  to  the  Company's  acquisition  of  store
operations at those 14 fee locations,  the Company was required to guarantee the
acquisition  indebtedness in the original  amount of $9,550,000  incurred by FFP
Partners in its purchase of those stores,  including land,  building,  equipment
and inventory.  At September 30, 2001,  and December 31, 2000,  the  outstanding
amounts on loans of FFP Partners  guaranteed by the Company were  $8,734,000 and
$9,000,000,  respectively. The Company's scheduled real estate lease payments to
FFP Partners  equal or exceed the debt service costs of FFP Partners  during the
term of the leases.

     In June 1999 the Company refinanced its previous long-term revolving credit
facility  and term loan with the proceeds of fixed rate  financing  from a third
party lender in the original  principal  amount of  $23,800,000.  This long-term
debt is payable in 180 equal, monthly installments with interest at a fixed rate
of 9.9% per  annum,  a minimum  fixed  charge  coverage  ratio of 1.25 to 1, and
aggregate  monthly payments of principal and interest of $256,000.  This loan is
secured by a lien against the Company's leasehold improvements,  equipment,  and
inventory at 49 specific  convenience stores,  truck stops and gas-only outlets.
At September  30, 2001,  and December  31, 2000,  $22,162,000  and  $22,773,000,
respectively, remained outstanding on these loans.

     In December 1999 the Company  obtained a revolving  credit  facility with a
third party  lender  providing  for  borrowings  up to  $10,000,000  (the "Prior
Revolver").  The amount available at any time under the Prior Revolver was equal
to a  borrowing  base  of 80%  of  certain  trade  receivables  plus  60% of the
Company's inventory at its terminal facility;  provided,  however, that any draw
which would cause outstanding borrowings under the facility to exceed $5,000,000
was  limited  to 140% of net value of  marketable  securities  in the  Company's
trading  account at a brokerage  firm.  At the end of the third quarter of 2001,
the Company's borrowing base was limited under the agreement to $9,800,000.  The
net value of marketable  securities at that  brokerage  firm was  $2,566,000 and
$2,711,000 at September 30, 2001, and December 31, 2000, respectively. The Prior
Revolver accrued interest on amounts outstanding at the lender's prime rate plus
one percentage point,  payable monthly,  and was scheduled to mature in December
2002. At September 30, 2001, and December 31, 2000,  $6,973,000 and  $6,858,000,
respectively, were outstanding under the Prior Revolver. The loan was subject to
a Loan  Agreement  and a Security  Agreement  dated in December 1999 between the
lender and two  subsidiaries  of the Company,  as  co-borrowers.  The  agreement
contained  covenants  including a financial  covenant  requiring  the Company to
maintain a minimum  fixed  charge  coverage  ratio of 1.25 to 1. Loans under the
agreement are secured by all of the Company's trade accounts  receivable and its
inventories  at the  terminal.  The  Company  was in  compliance  with  its loan
covenants at the end of the third quarter.

     On November 5, 2001, the Company closed on a new revolving  credit facility
with a third party lender  providing for borrowings up to $20,000,000  (the "New
Revolver").  The  amount  available  at any  time  under  the loan is equal to a
borrowing  base of 85% of certain  trade  receivables  plus 70% of the Company's
inventory at its  terminal  facility.  Amounts owed under the New Revolver  bear
interest at the lender's prime rate plus three-quarters of one percentage point,
payable  monthly,  and the New Revolver  matures in November  2004.  The loan is
subject to a Loan  Agreement  and  Security  Agreement  dated  November  5, 2001
between the lender and two  subsidiaries of the Company,  as  co-borrowers.  The
agreement  contains  covenants  including a  financial  covenant  requiring  the
Company to  maintain a minimum  specified  amount of earnings  before  interest,
taxes, depreciation, and amortization.  Loans under the agreement are secured by
all of the Company's  wholesale  accounts  receivable and its inventories at the
terminal.

6.       New Accounting Pronouncements

     In July 2001, the Financial  Accounting Standards Board issued Statement of
Financial Accounting Standards No. 141 (SFAS 141), Business  Combinations.  This
standard  eliminates the pooling method of accounting for business  combinations
initiated  after June 30, 2001. In addition,  SFAS 141 addresses the  accounting
for intangible assets and goodwill acquired in a business combination  completed
after June 30,  2001.  The  Company  does not expect SFAS 141 to have a material
effect on the Company's financial position or results of operations.

     In July 2001, the Financial  Accounting Standards Board issued Statement of
Financial  Accounting  Standards  No. 142 (SFAS 142),  Goodwill  and  Intangible
Assets.  This  standard  revises  the  accounting  for  purchased  goodwill  and
intangible  assets.   Under  SFAS  142,  goodwill  and  intangible  assets  with
indefinite  lives will no longer be amortized but will be tested for  impairment
annually  and also in the  event of an  impairment  indicator.  SFAS 142 will be
effective for fiscal years  beginning  after December 15, 2001. The Company does
not  expect  SFAS  142 to have a  material  effect  on the  Company's  financial
position or results of operations.

     In August 2001, the Financial  Accounting  Standards Board issued Statement
of  Financial  Accounting  Standards  No.  144 (SFAS  144),  Accounting  for the
Impairment  or  Disposal  of  Long-Lived  Assets.  SFAS  144  modifies  existing
standards for reporting the  impairment of long-lived  assets and the accounting
and reporting for discontinued  operations.  As required, the Company will adopt
SFAS 144 in the first  quarter  of 2002 but does not  expect  SFAS 144 to have a
material effect on the Company's financial position or results of operations.



<PAGE>
                  FFP MARKETING COMPANY, INC. AND SUBSIDIARIES
           MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
                            AND RESULTS OF OPERATIONS

General
-------

     FFP  Marketing  Company,  Inc.  (the  "Company")  was  formed  as  a  Texas
corporation immediately prior to the December 1997 organizational  restructuring
of FFP Partners, L.P. ("FFP Partners"). In that restructuring, all of the assets
and businesses of FFP Partners were transferred to the Company,  except that FFP
Partners  retained  the improved  real  property  previously  used in its retail
operations.  Unless the context  requires  otherwise,  references  herein to the
"Company"  for periods or activities  prior to the December  1997  restructuring
include the activities of FFP Partners and its then subsidiaries,  which are now
subsidiaries of FFP Marketing Company, Inc.

     In the December  1997  restructuring  of FFP  Partners,  the holders of its
limited partnership  interests received one share of common stock of the Company
for each  limited  partnership  unit  that  they  owned on  December  28,  1997.
Accordingly,  each such person owning the same economic  interest in the Company
as they had previously held in FFP Partners.

     The Company conducts its operations through the following subsidiaries:



    Entity Name and Type              Date Formed      Principal Activity
--------------------------------     ------------    ------------------------

FFP Operating Partners, L.P.,        December 1986   Operation of convenience
a Delaware limited partnership                       stores and retail outlets;
                                                     sale of money orders

Direct Fuels, L.P.,                  December 1988   Operation of fuel terminal
a Texas limited partnership                          and wholesale fuel sales

FFP Financial Services, L.P.,        September 1990  Sale of money order
a Delaware limited partnership                       equipment

Practical Tank Management, Inc.,     September 1993  Underground storage tank
a Texas corporation                                  monitoring

FFP Transportation, L.L.C.,          September 1994  Ownership of tank trailers
a Texas limited liability company                    and transportation of motor
                                                     fuel

FFP Money Order Company, Inc.,       December 1996   Sale of money orders
a Nevada corporation                                 through agents


     The Company and its subsidiaries  are principally  engaged in two operating
segments: (i) the retail sales of motor fuel, merchandise and other products and
services at 430 retail locations (comprised of 172 Company-operated  convenience
stores,  12 truck stops,  and 246 gas-only  stores),  and the wholesale  sale of
motor fuel,  and (ii) the  operation  of a motor fuel  terminal  and  processing
facility. (See Note 3 of Notes to Condensed Consolidated Financial Statements.)

Results of Operations
---------------------

   Fuel Sales and Margins
   ----------------------

                          Third Quarter                   Year-to-Date
               --------------------------------  -----------------------------
                                       Change                        Change
                                  -------------                   -------------
                 2001     2000     Amount    %     2001     2000   Amount    %
               -------  -------   -------   ---  -------  ------- -------   ---
                     (In thousands, except average prices and per gallon data)

Fuel sales    $129,232 $150,482 $(21,250) (14%) $413,411 $420,316 $(6,905)  (2%)
Fuel margin     $8,789   $8,718      $71    1%   $23,683  $23,643     $40    0%
Gallons sold -
  Retail        56,874   62,227   (5,353)  (9%)  172,797  185,792 (12,995)  (7%)
  Wholesale     21,701   25,341   (3,640) (14%)   66,215   73,546  (7,331) (10%)
  Terminal      27,447   25,800    1,647    6%    82,955   63,761  19,194   30%
    Total      106,022  113,368   (7,346)  (6%)  321,967  323,099  (1,132)  (0%)
Average per
  gallon sales
  price          $1.22    $1.33   $(0.11)  (8%)    $1.28    $1.30  $(0.02)  (2%)
Margin per
 gallon (cents)    8.3      7.7      0.6    8%       7.4      7.3     0.1    1%


     Partially  as a result of lower fuel  prices,  the Company  sold less motor
fuel, in sales dollars,  in the third quarter and first nine months of 2001 than
in the  corresponding  periods of the prior year.  Motor fuel sales decreased by
$21,250,000  (14%) in the third  quarter of 2001 and by  $6,905,000  (2%) in the
first nine months of 2001, compared to the corresponding periods of 2000. Retail
and wholesale  sales  declines were offset by additional  sales at the terminal.
Although  terminal sales declined slightly by $462,000 (2%) in the third quarter
of 2001,  terminal sales increased by $21,198,000 (31%) in the first nine months
of 2001,  compared to  corresponding  periods of 2000.  Retail  motor fuel sales
declined  by  $12,774,000  (14%)  and by  $14,699,000  (6%)  in the  comparative
three-month  and  nine-month  periods,  respectively,  largely  as a  result  of
increased competition.  Although wholesale motor fuel sales margins increased in
both the third  quarter  and the first nine  months of 2001,  compared  to 2000,
wholesale  sales declined by $7,153,000  (22%) and by  $11,015,000  (12%) in the
comparative three-month and nine-month periods, respectively.

     In gallons sold,  motor fuel sales  decreased by 7,346,000  gallons (6%) in
the third quarter of 2001 and by 1,132,000 gallons (0%) in the first nine months
of 2001,  compared to sales in  corresponding  periods of 2000.  These increases
resulted from  additional  sales at the terminal,  which  increased by 1,647,000
gallons  (6%) and by  19,194,000  gallons  (30%)  in the  three  and  nine-month
periods,  respectively,  and  offset a decline in retail  and  wholesale  sales,
compared to the corresponding periods of 2000.

     The Company's  overall  gross profit on motor fuel sales was  $8,789,000 in
the third  quarter of 2001, a $71,000 (1%) increase from motor fuel gross profit
in the corresponding  quarter in 2000. Third quarter gross fuel margin increased
principally as a result of higher margins per gallon.  For the first nine months
of 2001,  the  Company  earned an  overall  gross  profit on motor fuel sales of
$23,683,000,  a slight  increase of $40,000 (0%) from motor fuel gross profit in
the  corresponding  period of last year. Fuel margins over the first nine months
of 2001  increased  slightly as a result of additional  gross profit on terminal
sales and  wholesale  sales but were offset by increased  competition  in retail
operations.

    Merchandise Sales and Margins
    -----------------------------

                           Third Quarter                   Year-to-Date
                  ------------------------------   ----------------------------
                                       Change                        Change
                                    ------------                   ------------
                    2001     2000    Amount   %      2001    2000   Amount   %
                  -------  -------  -------  ---  ------- ------- -------- ----
                           (In thousands, except average weekly sales data)

Mdse sales        $25,748  $27,892 $(2,144) (8%)  $76,069 $85,837 $(9,768) (11%)
Mdse margin        $7,402   $8,106   $(704) (9%)  $22,172 $25,569 $(3,397) (13%)
Mdse margin %,
  convenience stores
  and truck stops   27.5%    27.2%     0.3%  1%     27.6%   28.2%   (0.6%)  (2%)
Average weekly mdse
 sales per store-
  Convenience
     stores       $11,964  $10,907  $1,057  10%  $11,502  $11,187    $315    3%
  Truck stops     $16,378  $17,669 $(1,291) (7%) $16,133  $16,724   $(591)  (4%)
Average number
 of stores
 selling mdse-
  Convenience stores  173      196     (23)(12%)     179      207     (28) (14%)
  Truck stops          12       13      (1) (8%)      13       13      (0)  (0%)


     Merchandise  sales  decreased by  $2,144,000  in the third  quarter of 2001
(8%),  compared to the third quarter of 2000,  and by  $9,768,000  for the first
nine  months of 2001 (11%),  compared  to the same  period of the prior year.  A
principal factor for the changes was that the Company operated an average of 12%
fewer  convenience  stores in the third  quarter of 2001 than in same quarter of
2000 and 14% fewer  convenience  stores in the first nine months of 2001 than in
the  first  nine  months  of  2000.  Likewise,  the  Company  operated  only 170
convenience stores at the end of the third quarter of 2001 compared to operating
187 at the  end of  the  third  quarter  of  2000.  Implementing  the  Company's
previously announced strategy of converting  Company-operated stores to gas-only
outlets caused the decline in the number of convenience stores.

     Merchandise  gross  profit,  or  margin,  decreased  by  $704,000  (9%) and
$3,397,000  (13%) for the three and nine month  periods  of 2001,  respectively,
when compared to the corresponding  periods of the prior year. Total merchandise
margin declined for these comparative  periods  principally  because the Company
operated fewer convenience  stores in 2001 than in 2000, as described above, and
increased retail competition.

   Other Income and Expenses
   -------------------------

     Miscellaneous  revenues  include  lottery ticket sales income,  money order
sales income,  commissions  received on alcoholic  beverage sales, check cashing
fees, state excise tax handling fees, gains on asset sales,  unrealized gains or
losses  on  investments  in  trading  securities  (but  not   available-for-sale
securities), exchange and motor fuel trading gains and losses, and various other
types of income.  Miscellaneous  revenues were $3,105,000 and $10,209,000 in the
third  quarter  and first  nine  months of 2001,  respectively,  constituting  a
decrease of $567,000  (15%) and an  increase  of $896,000  (10%),  respectively,
compared  to  miscellaneous   revenues  of  $3,672,000  and  $9,313,000  in  the
corresponding periods of 2000.

     The  Company  continued  to  sell/convert  certain of its  Company-operated
convenience stores to gas-only stores, although fewer sales were made in 2001 (3
sales in the  third  quarter  and 22 sales in the  first  nine  months of 2001),
compared  to 2000 (13 sales in the third  quarter and 30 sales in the first nine
months of 2000). The amount of the gains also declined. Specifically, gains from
the sale/conversion of  Company-operated  convenience stores to gas-only outlets
were $380,000 and $1,611,000 in the third quarter and first nine months of 2001,
respectively,  compared  to gains of  $1,081,000  and  $2,531,000  in the  third
quarter and first nine months of 2000, respectively.

     The improvement in miscellaneous  revenues in the first nine months of 2001
was achieved in spite of the Company operating 29 fewer  convenience  stores, on
average,  in the first nine  months of 2001 than in the same period of the prior
year. A material factor in the comparable three-month and nine-month periods was
that no unrealized  losses from trading  securities were included in earnings in
the third quarter or first nine months of 2001,  compared to  unrealized  losses
from trading  securities of $715,000 and $2,036,000  included in earnings in the
third  quarter  and first nine  months of 2000.  Also,  exchange  and motor fuel
trading  gains of $160,000 and $462,000  were  incurred in the third quarter and
first nine months of 2001,  respectively,  compared  to exchange  and motor fuel
trading  gains of $233,000  and  $247,000 in the third  quarter and in the first
nine months of 2000, respectively.

     Direct store expenses  decreased by $1,216,000  (10%) to $11,283,000 in the
third  quarter of 2001,  compared to  $12,499,000  in the third quarter of 2000.
Likewise,   direct  store  expenses  for  the  nine-month  period  decreased  by
$3,393,000 (9%) to $34,500,000, compared to $37,893,000 in the first nine months
of 2000.  These decreases  primarily  resulted from operating fewer  convenience
stores in 2001 than in 2000.

     General and  administrative  expenses  increased  by $381,000  (11%) and by
$1,067,000  (10%) in the three and nine-month  periods ended September 30, 2001,
respectively,  compared to the  corresponding  periods of 2000.  These increases
resulted largely from additional  expenses  resulting from increased activity in
fuel transportation and terminal operations, as well as additional bad debts and
legal expenses.

     Depreciation and amortization increased by $2,000 (0%) in the third quarter
of 2001,  compared  to the  corresponding  quarter of 2000.  For the  nine-month
period in 2001, compared to the corresponding  period in 2000,  depreciation and
amortization   increased  by  $272,000   (5%).   This  increase   resulted  from
depreciation of property and equipment additions made during 2001 and 2000.

     Interest  income  declined by $41,000  (10%) and by  $170,000  (15%) in the
third  quarter  and  first  nine  months  of  2001,  respectively,  compared  to
corresponding periods in 2000. These decreases were due to a decline in interest
rates on investments.

         Interest expense increased by $98,000 (10%) and by $114,000 (3%) during
the third quarter and first nine months of 2001, respectively, when compared to
corresponding periods of 2000. These increases resulted from higher debt levels
in the first nine months of 2001 than in 2000. In future years, these loan
payments will slowly convert to a higher percentage of principal payments and a
lower percentage of interest payments.


Liquidity and Capital Resources
-------------------------------

     The  majority  of the  Company's  working  capital is  provided  from three
sources:  (i) liquid  investments,  (ii) cash flows from  operations,  and (iii)
borrowings  under its revolving line of credit  facility.  The Company  believes
that these  investments,  operating  activities,  and short-term working capital
facilities  will provide  sufficient  liquidity to fund current  commitments for
operating  and  capital  expenditure  programs,  as  well  as  to  service  debt
requirements.  Actual capital expenditure funding will be dependent on the level
of cash flow generated from  operating  activities and the funds  available from
financings.

     Since  December  1999,  the Company from time to time  utilized a revolving
line of credit  facility for  borrowings of up to  $10,000,000,  with the amount
available at any time limited to a borrowing base equal to 80% of certain of its
trade receivables plus 60% of its inventory at the terminal;  provided, however,
that any  amounts  which  would have  caused  outstanding  borrowings  under the
facility to exceed  $5,000,000 were limited to 140% of the net value of debt and
equity  securities  in the  Company's  trading  account at a brokerage  firm. At
September 30, 2001,  the borrowing  base was limited under the loan agreement to
$9,800,000,  and the Company's  borrowings were $6,972,000  under such revolving
credit facility at that time. The net value of the Company's  securities at that
brokerage firm was approximately $2,566,000 on that date.

     On November 5, 2001,  the Company  closed a new revolving  credit  facility
with  another  lender  for  borrowings  of up to  $20,000,000,  with the  amount
available at any time  limited to a borrowing  base equal to 85% of its eligible
wholesale receivables plus 70% of its inventory at the terminal. In closing this
new facility,  the Company  terminated its prior  revolving  credit facility and
paid  $150,000  in  prepayment  penalties.  The new loan is  payable  monthly on
amounts borrowed and matures in three years.  Such loan is subject to a loan and
security  agreement  between the lender and two  operating  subsidiaries  of the
Company  and is  guaranteed  by the  Company  and its  other  subsidiaries.  The
agreement  contains  numerous  covenants,  including  a  financial  covenant  to
maintain  a  specified  minimum  amount  of  earnings  before  interest,  taxes,
depreciation, and amortization.

     Subject to  obtaining  satisfactory  deal  terms,  the  Company  intends to
continue  to  sell  its  inside   convenience   store   operations   at  certain
Company-operated  convenience stores to independent  operators while retaining a
motor  fuel  concession  at  those   locations.   It  has  identified   numerous
Company-operated  convenience  stores  that  it  would  consider  converting  to
gas-only stores in such a manner. The Company may or may not purchase additional
convenience  stores in 2001 and beyond as the  convenience  store  industry goes
through a period of greater competition and consolidation. Any such dispositions
or acquisitions will impact the Company's  financial  results and liquidity.  In
the third  quarter  and first nine  months of 2001,  the  Company  closed on the
sale/conversion of 3 and 22 stores, respectively. The sale/conversion of several
other stores was under contract at the end of each period,  although the rate of
such conversions appears to be declining lately.

     The Company is also pursuing  certain  management  contracts under which it
would  manage  convenience  stores  for  lenders  who have  foreclosed  on other
convenience  store  operators.  No  such  management  contracts  have  yet  been
executed.

     The Company is party to commodity  futures  contracts and forward contracts
to buy and sell fuel,  both of which are used  principally  to satisfy  balances
owed on exchange  agreements.  Both of these types of contracts involve the risk
of dealing with others and their  ability to meet the terms of the contracts and
the risk associated with unmatched positions and market  fluctuations.  The open
positions  under  these  contracts  were  insignificant  at the end of the third
quarter of 2001.

     Over the last few years,  the  Company's  money order sales have  increased
significantly.  For example, money order payables at the end of fiscal year 1996
were  $7,809,000,  compared to money order payables of $17,330,000 at the end of
the third quarter of 2001.  Money order payables  represent those sales of money
orders  for which the payee of the money  order has not yet  requested  payment.
Although the Company  collects money order receipts on a daily basis on sales of
money  orders made by its own stores,  the Company  relies on  receiving  timely
payment from its third party money order sales agents.

     The Company had positive  working  capital of $15,012,000 at the end of the
third quarter of 2001. In past years, the Company has operated its business with
minimal or even negative working capital,  principally because most of its sales
are cash sales and it has received  payment  terms from  vendors.  Consequently,
management believes that its current liquidity,  internally generated funds, use
of trade credit,  and available  line of credit will allow its  operations to be
conducted in a customary manner.

Forward-Looking Statements
--------------------------

     Certain  of the  statements  made  in  this  report  are  "forward-looking"
statements that involve inherent risks and uncertainties. As defined by the U.S.
Private Securities Litigation Reform Act of 1995,  "forward-looking"  statements
include information about the Company that is based on the beliefs of management
and the assumptions made by, and information currently available to, management.
In making  such  forward-looking  statements,  the  Company is relying  upon the
"statutory  safe harbors"  contained in the  applicable  statutes and the rules,
regulations and releases of the Securities and Exchange  Commission.  Statements
that should generally be considered forward-looking include, but are not limited
to, those that contain the words  "estimate,"  "anticipate,"  "in the opinion of
management,"  "expects," "believes," and similar phrases. Among the factors that
could cause actual results to differ materially from the statements made are the
following:  general  business  conditions  in the  local  markets  served by the
Company's  convenience  stores,  truck stops, and other retail outlets,  and its
wholesale fuel markets;  the weather in the local markets served by the Company;
competitive  factors  such as changes  in the  locations,  merchandise  offered,
pricing, and other aspects of competitors' operations; increases in cost of fuel
and merchandise sold or reductions in the gross profit realized from such sales;
available  product for processing and processing  efficiencies  at the Company's
fuel terminal;  expense pressures relating to operating costs,  including labor,
repair and maintenance, and supplies; unexpected outcome of litigation;  adverse
liquidity  situations;   unanticipated  general  and  administrative   expenses,
including  employee,  taxes,  insurance,  expansion  and  financing  costs;  and
unexpected liabilities.

     Should one or more of these risks or uncertainties  materialize,  or should
any underlying assumptions prove incorrect,  actual results or outcomes may vary
materially from those  described  herein as  anticipated,  believed,  estimated,
expected, or intended.


           QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKS

     The Company is subject to market risks related to variable  interest  rates
and commodity  prices.  The interest rate calculated under the Company's line of
credit  facility  is based on the prime  rate of  interest,  which is subject to
change and exposes the Company to the  possibility of increasing  interest rates
on borrowing under the facility.  Approximately  16% of the Company's  long-term
obligations  at the end of the third  quarter of 2001 was  subject  to  variable
interest  rates.  The  remainder of the Company's  long-term  debt is fixed rate
financing and not subject to interest rate risk.

     The Company is also  subject to market  risks  related to  increasing  fuel
prices  and  sometimes  attempts  to reduce  that risk by  purchasing  commodity
futures and forward  contracts.  Such attempts to reduce commodity risk are also
subject to risk  because  the  commodities  under the  financial  contracts  are
normally  not of the same grade or location of fuel as that owned by the Company
in its business.  Open positions under these futures and forward  contracts were
not significant at September 30, 2001.


                        EXHIBITS AND REPORTS ON FORM 8-K


Exhibits

         None.


Reports on Form 8-K

         None.


                                   SIGNATURES

     Pursuant  to the  requirements  of  Section  13 or 15(d) of the  Securities
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.


                                    FFP MARKETING COMPANY, INC.
                                    Registrant

Date:  November 14, 2001            By: /s/ John H. Harvison
                                        ----------------------------------
                                        John H. Harvison
                                        Chairman and Chief Executive Officer

Date:  November 14, 2001            By: /s/ Craig T. Scott
                                        -----------------------------------
                                        Craig T. Scott
                                        Vice President - Finance and
                                        Chief Financial Officer