SECURITIES AND EXCHANGE COMMISSION
                        Washington, D.C. 20549


                               FORM 10-Q/A


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

          For the quarterly period ended March 28, 1999, 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 May 13, 1999)

<PAGE>
                         FFP MARKETING COMPANY, INC.
                               Form 10-Q/A
                              March 28, 1999

   On March 13, 2000,  FFP  Marketing  Company,  Inc. (the  "Company")  filed an
amended and restated Form 10-Q Quarter  Report for its first quarter of 1998, in
order to show certain  adjustments  made to its results for that quarter instead
of the fourth quarter of 1998.

   The Company now amends and  restates its Form 10-Q  Quarterly  Report for the
first  quarter of 1999 to reflect the amended  results for the first  quarter of
1998 in order to  facilitate  a  comparison  of 1999 results to the amended 1998
results.

   No change is made to the results for the first  quarter of 1999 as previously
reported.


                                  INDEX

                                                                Page
Part I

   Item 1.  Financial Statements                                  1
   Item 2.  Management's Discussion and Analysis of Financial     7
            Condition and Results of Operations
   Item 3.  Quantitative and Qualitative Disclosures About       13
            Market Risks
Part II

   Item 6.  Exhibits and Reports on Form 8-K                     13

Signatures                                                       14


<PAGE>

                FFP Marketing Company, Inc. and Subsidiaries
                    Condensed Consolidated Balance Sheets
                               (In thousands)
                                 (Unaudited)
                                                      March 28,     December 27,
                                                         1999            1998
                     Assets

Current assets -
    Cash and cash equivalents                          $10,353          $9,537
    Trade receivables                                   15,923          11,901
    Notes receivable, current portion                      843           1,078
    Receivables from affiliates, current portion         2,161           1,923
    Inventories                                         19,058          15,439
    Deferred tax asset, net                              2,695           2,334
    Prepaid expenses and other                           1,787           1,386
        Total current assets                            52,820          43,598
Property and equipment, net                             40,035          33,602
Notes receivable from affiliates, excluding
    current portion                                     12,773          13,058
Other assets, net                                        5,992           6,782
        Total assets                                  $111,620         $97,040

      Liabilities and Stockholders' Equity

Current liabilities -
    Current installments of long-term debt              $1,936          $1,959
    Current installments of capital lease
         obligations                                       316             401
    Current installments of note payable
         to affiliate                                       99               0
    Accounts payable                                    18,578          16,254
    Due to affiliates                                      340               0
    Money orders payable                                 15,851          15,190
    Accrued expenses                                    12,460          14,351
        Total current liabilities                       49,580          48,155
Long-term debt, excluding current installments          25,139          18,421
Capital lease obligations, excluding current
   installments                                          4,873             955
Note payable to affiliate, excluding current
   installments                                          2,573               0
Deferred income taxes                                    5,198           4,913
Other liabilities                                        2,675           2,824
        Total liabilities                               90,038          75,268

Stockholders' equity -
    Common stock ($0.01 par value)                      22,235          22,235
    Accumulated deficit                                   (653)           (463)
        Total stockholders' equity                      21,582          21,772

 Total liabilities and stockholders' equity           $111,620         $97,040


      See accompanying Notes to Condensed Consolidated Financial Statements.

<PAGE>
                    FFP Marketing Company, Inc. and Subsidiaries
                  Condensed Consolidated Statements of Operations
                       (In thousands, except per share data)
                                    (Unaudited)

                                                        Three Months Ended
                                                       March 28,     March 29,
                                                         1999          1998
                                                                    (Restated)
Revenues -
    Motor fuel                                         $72,687        $76,345
    Merchandise                                         25,758         22,579
    Miscellaneous                                        2,635          2,331
        Total revenues                                 101,080        101,255

Costs and expenses -
    Cost of motor fuel                                  66,386         69,867
    Cost of merchandise                                 17,780         15,599
    Direct store expenses                               11,552         10,666
    General and administrative expenses                  3,774          3,120
    Depreciation and amortization                        1,499          1,339
        Total costs and expenses                       100,991        100,591

Operating income                                            89            664
    Interest expense, net                                  356            201

Income/(loss) before income taxes                         (267)           463

    Income tax expense/(benefit) -
        Current                                              0             16
        Deferred                                           (77)           170
        Total                                              (77)           186

Net Income/(Loss)                                        $(190)          $277

Net income/(loss) per share -
    Basic                                               $(0.05)         $0.07
    Diluted                                              (0.05)          0.07

Weighted average number of common shares
outstanding -
    Basic                                                3,818          3,779
    Diluted                                              3,818          3,827



      See accompanying Notes to Condensed Consolidated Financial Statements.

<PAGE>

                   FFP Marketing Company, Inc. and Subsidiaries
                 Condensed Consolidated Statements of Cash Flows
                                 (In thousands)
                                   (Unaudited)

                                                          Three Months Ended
                                                        March 28,     March 29,
                                                          1999           1998
                                                                     (Restated)
Cash Flows from Operating Activities -
    Net income/(loss)                                    $(190)          $277
    Adjustments to reconcile net income/(loss)
      to cash provided/(used) by operating activities -
           Depreciation and amortization                 1,499          1,339
           Deferred income tax expense/(benefit            (77)           170
           Net change in operating assets
                 and liabilities                        (3,012)           (27)
    Net cash provided/(used) by operating activities    (1,780)         1,759

Cash Flows from Investing Activities -
    Additions of property and equipment, net            (4,000)        (1,138)
    Net cash (used) by investing activities             (4,000)        (1,138)

Cash Flows from Financing Activities -
    Net borrowings/(repayments) under
        credit facilities                                6,596           (208)
    Net cash provided/(used) by financing
        activities                                       6,596           (208)

Net increase in cash  and cash equivalents                 816            413

Cash and cash equivalents at beginning of period         9,537          9,389
Cash and cash equivalents at end of period             $10,353         $9,802



       See accompanying Notes to Condensed Consolidated Financial Statements.

<PAGE>

                  FFP Marketing Company, Inc. and Subsidiaries
             Notes to Condensed Consolidated Financial Statements
                               March 28, 1999
                                 (Restated)
                                 (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 March  28,  1999,  and the
condensed  consolidated  statements of  operations  and cash flows for the three
month periods ended March 28, 1999,  and March 29, 1998,  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 March 28, 1999,  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  27,
1998, 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 three months ended
March 28, 1999, and as discussed below.

2.  Notes Payable and Long-Term Debt

   The  Company's  bank  revolving  credit line  provides for  borrowings  up to
$15,000,000,  with the amount  available at any time limited to a borrowing base
equal  to  85% of the  Company's  eligible  trade  receivables  plus  50% of the
Company's eligible inventories.  On March 28, 1999, the Company's borrowing base
was  $11,956,000.  The revolving credit facility and a term loan in the original
principal  amount of  $8,000,000  executed in October 1997 both bear interest at
the lender's prime rate (7.75% at the end of 1998),  payable  monthly.  The term
loan requires monthly  principal  payments of $95,000;  and both loans mature in
November  2000.  At March 28,  1999,  the  total  amount  outstanding  under the
revolving line was $8,580,000,  and the term loan had an outstanding  balance of
$6,476,000.  The loans are  subject to a Loan and  Security  Agreement  dated in
October  1997,  first  amended  as of June 28,  1998,  and  amended  again as of
December 27, 1998,  between the lender,  the Company and two subsidiaries of the
Company.  The agreement contains numerous restrictive  covenants including,  but
not limited to, financial  covenants  relating to the maintenance of a specified
minimum  tangible net worth,  a maximum debt to tangible net worth ratio,  and a
minimum cash flow coverage  ratio,  all as defined in the  agreement.  The loans
under the agreement are secured by the Company's trade accounts receivable,  its
inventories  and equipment not otherwise  encumbered,  a negative  pledge of its
other assets, and a collateral  assignment of the Company's note receivable from
FFP  Partners  and its deed of trust lien  against  the real  properties  of FFP
Partners.

   On February 26, 1999, the Company acquired the operations of an additional 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  inventories.  The Company's  purchase of those  properties  was
financed with a third party lender consisting of four fully amortizing  mortgage
loans in the aggregate  original  principal amount of $1,012,000,  with maturity
dates ranging from 86 to 180 months,  interest accruing at 9.275% per annum, and
aggregate  payments of principal and interest of $13,000 per month. The land and
building  at 14 of the stores was  purchased  by FFP  Partners  and  immediately
leased to the Company  under real estate  leases  classified  as  operating  and
capital leases, respectively, with a 15-year term. The operating leases for land
provide for monthly  payments  aggregating  $28,000,  and the capital leases for
buildings provide for monthly payments aggregating $71,000. These lease payments
were  negotiated  between FFP  Partners and the Company with a rate of return of
approximately  14%.  The  requirements   under  generally  accepted   accounting
principles  in  calculating  the capital lease  obligation  for the buildings of
$3,932,000  result in an implicit rate of  approximately  20%. These real estate
leases require the Company to pay all taxes, insurance,  operating,  and capital
costs and provide for an increased  rent payments  after each  five-year  period
during the term of the leases  based upon any  increase  in the  consumer  price
index.

   In addition,  the Company purchased inventory and equipment from FFP Partners
at the 14 locations in exchange for a $2,692,000  note  payable.  The note bears
interest at the prime rate and is payable in monthly installments over 8 years.

   The  Company  guaranteed  the  acquisition  indebtedness  of FFP  Partners of
$9,550,000, because such was a condition to obtaining the operations of those 14
stores for the Company.  The Company's  projected lease payments to FFP Partners
over the 15-year  term of the leases will exceed the debt  service  costs of FFP
Partners during such period.


3.  Income/(Loss) per Share

   Basic net  income/(loss)  per share is computed by dividing net income/(loss)
by the  weighted  average  number of  common  shares  outstanding  for the year.
Diluted net income per share is computed by dividing  net  income/(loss)  by the
weighted  average  number  of  common  shares  outstanding  for  the  year  plus
potentially  dilutive common shares. At March 28, 1999,  outstanding  options to
acquire  231,667  common shares have been excluded from the diluted  computation
because  the  effect  would have been  anti-dilutive.  A  reconciliation  of the
denominators of the basic and diluted  income/(loss) per share  calculations for
the 1999 and 1998 periods follows:

                                                             1999     1998
                                                              In thousands

Weighted average number of common shares outstanding         3,818    3,779
Effect of dilutive options                                       0       48
Weighted average number of common shares outstanding,
     assuming dilution                                       3,818    3,827

4.  Operating Segments


   SFAS No.  131,  "Disclosures  about  Segments  of an  Enterprise  and Related
Information," was adopted by the Company in 1998 for reporting information about
its 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 first quarters of 1999 and 1998:

                                   Retail
                                    and      Terminal
                                 Wholesale  Operations Eliminations Consolidated

                                            (In thousands)

First Quarter 1999
Revenues from external sources    $100,918      $162          $0      $101,080
Revenues from other segment              0     2,767      (2,767)            0
Depreciation and amortization        1,368       131           0         1,499
Income/(loss) before income taxes       12      (279)          0          (267)

First Quarter 1998
Revenues from external sources    $101,255        $0          $0      $101,255
Revenues from other segment              0       863        (863)            0
Depreciation and amortization        1,212       127           0         1,339
income/(loss) before income taxes       861      (398)          0           463

<PAGE>


                   FFP Marketing Company, Inc. and Subsidiaries
                    Management's Discussion and Analysis of
                  Financial Condition and Results of Operations
General

   FFP Marketing  Company,  Inc. was formed as a Texas  corporation  immediately
prior to the December 1997 restructuring of FFP Partners, L.P. ("FFP Partners").
In that  restructuring,  all of the assets and  businesses  of FFP  Partners was
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,
resulting in each such person owning the same  economic  interest in the Company
as they had held in FFP Partners.

   The Company conducts its operations through the following subsidiaries:

           Entity             Date Formed        Principal Activity

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

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

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

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

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

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

   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 over 400  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").



Results of Operations for First Quarter 1999 compared with First Quarter 1998


Fuel Sales and Margins

                                                 First     Quarter

                                                             Change  Change
                                           1999     1998     Amount  Percent
                                        (In thousands, except per gallon data)

Fuel sales                               $72,687  $76,345  $-3,658    -4.8%
Fuel margin                                6,301    6,478     -177    -2.7%
Gallons sold
   Retail                                 62,738   57,495    5,243     9.1%
   Wholesale                              22,717   19,843    2,874    14.5%
   Total                                  85,455   77,338    8,117    10.5%
Margin per gallon (cents)
   Retail                                    9.1     10.4     -1.3    12.5%
   Wholesale                                 1.8      2.3     -0.5   -21.7%

   The Company sold 85,455,000  gallons of motor fuel in the first quarter 1999,
a 8,117,000  gallon  increase  (10.5%) over the volume of motor fuel sold in the
comparable  1998  period.  One factor  causing the  increase in gallons sold was
sales of 1,488,000  gallons from 25 additional  stores purchased on February 26,
1999. However, the industry-wide  fluctuations in fuel prices that has continued
into 1999 resulted in a decline of $3,658,000 (4.8%) in the Company's motor fuel
revenues.  Although  motor fuel  revenues and fuel  margins per gallon  declined
during the first quarter of 1999, the Company's gross profit on motor fuel sales
remained  relatively  flat when  compared to the 1998  quarter.  The retail fuel
margin in the first quarter of 1999 was 9.1 cents per gallon as compared to 10.4
cents per gallon in the 1998 first quarter.  Wholesale  fuel sales,  in gallons,
increased  by 14.5% in the first  quarter  1999 over  1998,  but the per  gallon
margin on the sales declined by 21.7% between the two periods.


Merchandise Sales and Margins

                                               First     Quarter

                                                             Change  Change
                                           1999     1998     Amount  Percent
                               (In thousands, except average weekly sales data)

Mdse sales                               $25,758  $22,579   $3,179    14.1%
Mdse margin                                7,978    6,980      998    14.3%
Margin percentage, convenience
   stores and truck stops                   31.0%    31.3%    -0.3%   -1.0%
Average weekly mdse sales per store:
   Convenience stores                    $10,137   $8,257   $1,880    22.8%
   Truck stops                            16,629   16,217      412     2.5%

   Merchandise sales increased by $3,179,000  (14.1%) in the first quarter 1999.
A  principal  factor for that  increase  was an  increase  in the sales price of
tobacco  products and additional  sales from the additional  stores purchased on
February 26, 1999.  Merchandise  gross profit increased by $998,000 (14.3%) as a
result of the additional  merchandise sales while maintaining  approximately the
same percentage margin.


Other Income and Expenses

   Miscellaneous  income rose from  $2,331,000  in the first  quarter of 1998 to
$2,635,000  in the first  quarter of 1999,  a 13.0%  increase.  As with fuel and
merchandise  volumes,  the  increase  in  miscellaneous  revenues  was  impacted
favorably  by the  purchase  of 25  additional  stores  on  February  26,  1999.
Miscellaneous  revenues  include lottery ticket sales income,  money order sales
income,  commissions  received on alcohol  beverage  sales,  check cashing fees,
state excise tax handling fees and various other types of income.

   The $886,000 (8.3%) increase in direct store expenses also relates,  in part,
to the additional direct store costs associated with operating the 25 additional
stores acquired in February 1999. General and administrative  expenses increased
$654,000  (21.0%) in the 1999 period.  This increase  resulted  from  additional
costs from adding office personnel, especially in the data processing area, as a
result of operating a greater number of convenience  stores than in prior years,
adding  field  supervisory  personnel  as a result of  acquiring  25  additional
convenience  stores and truck  stops in February  1999,  bad debt  expense,  and
upgrading the Company's money order controls.

   Depreciation  and  amortization  increased by $160,000 (11.9%) in the current
quarter.  This increase resulted from depreciation of property  additions during
1998 (primarily associated with the upgrade of underground storage tanks to meet
1998  environmental  requirements),  depreciation  of the fixtures and equipment
acquired in the February 1999  acquisition of 25 additional  convenience  stores
and truck stops, and depreciation of equipment at the Company's fuel terminal.

   The $155,000  (77.1%) increase in net interest expense resulted from a higher
level of debt in the first  quarter of 1999 as compared to the first  quarter of
1998,  offset by interest income earned on the note receivable from FFP Partners
received in June 1998.


Liquidity and Capital Resources

   The  Company's  working  capital  at the end of the  first  quarter  1999 was
$3,240,000  as  compared  to  a  negative  $4,557,000  at  year  end  1998.  The
improvement resulted principally from a $4,022,000 increase in trade receivables
and a $3,619,000  increase in  inventories,  offset by a $2,324,000  increase in
accounts  payable and a $340,000  increase in amounts due to  affiliates.  These
increases resulted primarily from the Company's  acquisition of operations of 25
convenience stores and truck stops on February 26, 1999.

   The  Company is  entering  its  typically  strongest  period of the year when
revenues and cash flows generally increase.  Consequently,  although the Company
has limited current  working  capital,  management  believes that its internally
generated  funds and use of trade  credit,  along with its existing bank line of
credit  and/or  possible  refinancing  of such line of  credit,  will  allow its
operations to be conducted in a customary manner.

   The Company's  money order sales have increased  significantly  over the last
few years. For example, money order payables at the end of fiscal year 1996 were
$7,809,000, compared to money order payables at the end of first quarter 1999 of
$15,851,000.  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 at its own stores,  the Company relies on receiving timely payment from its
third party money order sales  agents.  The  Company's  failure to receive money
order payments from an agent on a timely basis or to continue relationships with
its money order agents could negatively impact the Company's liquidity.


Year "2000 " Issues

   The Year 2000 issue ("Y2K") is the result of computer software programs being
coded to use two digits rather than four to define the applicable  year. Some of
computer  programs  that have  date-sensitive  coding may recognize a date using
"00" as the year 1900 rather than the year 2000.  This  coding  could  result in
system failures or miscalculations, causing disruptions of operations.

   The  Company has  approached  the Y2K issue in phases.  A Y2K project  office
manager,  together with strong support from management,  has designed a Y2K work
plan  that is  currently  being  implemented.  The Y2K work plan  includes:  (1)
identifying  and  inventorying  all Year 2000  tasks and  items;  (2)  assigning
priorities to all tasks and items; (3) remediation of information systems ("IS")
application code,  testing and  reintegration to production,  as well as testing
all replaced systems software and  non-remediated  applications;  (4) contacting
third-party  vendors to verify their compliance and perform  selected  interface
tests with major vendors;  (5) determining the Company's Y2K responsibilities to
its subsidiaries and affiliates;  and (6) establishing  contingency alternatives
assuming worst-case scenarios.

   The Company continues to progress  favorably in its completion of the various
tasks and target dates  identified in the Y2K work plan. The Company believes it
has identified and prioritized all major  Y2K-related  items. In addition,  many
non-IS,  merchandise,  equipment,  financial  institution,  insurance and public
utility  vendors are being  contacted,  inquiring as to their  readiness and the
readiness  of their  respective  vendors.  The Company  will  perform  follow-up
efforts  with the above  vendors  as  required.  Testing  compliance  with major
vendors is now being planned. The following reflects management's  assessment of
the Company's Y2K state of readiness on March 28, 1999:

                                                Estimated  Estimated
                                               Percentage  Completion
                                                Completed     Date
Phase
Internal IS and Non-IS systems and
   equipment:
     Awareness                                     90%      Dec 1999
     Assessment                                    80%      Jun 1999
     Remediation                                   60%      Sep 1999
     Testing                                       20%      Oct 1999
     Contingency planning                          20%      Sep 1999
Suppliers, customers and third party
   providers:
     Awareness-identify companies                  70%      May 1999
     Assessment questionnaire completed
           by major suppliers                      30%      Aug 1999
     Assessment review with third party
           providers                               30%      Aug 1999
     Review contractual commitments                10%      Jul 1999
     Risk assessment                               10%      Jun 1999
     Contingency planning                          10%      Sep 1999
     Testing as applicable                         10%      Sep 1999

   The Company's estimates are judgmental and subject to error. It believes that
work should be significantly  finished at the estimated completion date, but the
Company will continue to reevaluate awareness, send follow-up questionnaires and
update contingency plans as considered necessary.

   The Company  estimates that the cost of the Y2K project will be approximately
$500,000 to $750,000,  of which about one-half will be capital costs.  The costs
incurred  to date  approximate  $200,000,  with the  remaining  cost for outside
consultants  software and hardware  applications to be funded through  operating
cash  flow.  This  estimate   includes  costs  related  to  the  upgrade  and/or
replacement of computer software and hardware;  costs of remediated code testing
and  test  result  verification;  and the  reintegration  to  production  of all
remediated  applications.   In  addition,  the  costs  include  the  testing  of
applications and software currently certified as Y2K compliant. The Company does
not separately track the internal costs incurred for the Y2K project,  which are
primarily  the  related  payroll  costs for the IS and  various  user  personnel
participating in the project.

   Due to the general uncertainty inherent in the Y2K process,  primarily due to
issues  surrounding  the Y2K readiness of third-party  suppliers and vendors,  a
reasonable  worst-case  scenario is difficult  to  determine  at this time.  The
Company does not anticipate more than temporary isolated disruptions  attributed
to Y2K issues to affect either the Company or its primary  vendors.  The Company
is concentrating on four critical business areas in order to identify,  evaluate
and determine the scenarios  requiring the development of contingency plans: (1)
merchandise  ordering and receipt,  (2) petroleum products ordering and receipt,
(3)  disruption  of  power  at  retail  sites,   and  (4)  cash  collection  and
disbursement  systems.  To the extent vendors are unable to deliver products due
to their own Year 2000  issues,  the  Company  believes it will  generally  have
alternative  sources for  comparable  products and does not expect to experience
any material business disruptions.  Although considered unlikely, the failure of
public utility companies to provide telephone and electrical  service could have
material consequences. Contingency planning efforts will escalate as the Company
continues to receive and evaluate responses from all of its primary  merchandise
vendors and service  providers.  These  contingency  plans are  scheduled  to be
complete by September 1999.

   The  costs of the Y2K  project  and the date on which  the  Company  plans to
complete the Y2K modifications  are based on management's best estimates,  which
were derived  utilizing  numerous  assumptions  of future  events  including the
continued availability of certain resources,  third-party modification plans and
other factors. As a result, there can be no assurance that these forward-looking
estimates will be achieved and the actual costs.  Vendor compliance could differ
materially  from the  Company's  current  expectations  and result in a material
financial risk. In addition,  while the Company is making significant efforts in
addressing  all  anticipated  Y2K  risks  within  its  control,  this  event  is
unprecedented.  Consequently,  there can be no assurance that the Y2K issue will
not have a  material  adverse  impact on the  Company's  operating  results  and
financial condition.


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.



<PAGE>

            Quantitative and Qualitative Disclosures About Market Risks


   The  Company is subject to  insignificant  market  risks  related to variable
interest rates and commodity prices.  Although interest expense on the Company's
bank loan  containing the revolving  credit facility and term loan is calculated
at the prime rate of interest,  which is subject to change,  the Company is also
the holder of a note receivable from FFP Partners containing payment terms which
mirror that of the Company's debt. Thus, any increase in interest expense of the
Company  attributable  to an  increase  in the prime rate will be  substantially
offset by an increase in its interest income.

   The Company is also subject to the market risk of increasing commodity prices
and  sometimes  is a party to commodity  futures and forward  contracts to hedge
that risk.  However,  open positions  under these futures and forward  contracts
were not significant at the end of the first quarter of 1999.


                        EXHIBITS AND REPORTS ON FORM 8-K


Exhibits

    27      Financial Data Schedule.


Reports on Form 8-K

    None.

<PAGE>
                                     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:  March 13, 2000             By: /s/John H. Harvison
                                      ---------------------------------
                                      John H. Harvison
                                      Chairman and
                                      Chief Executive Officer

Date:  March 13, 2000             By: /s/Craig T. Scott
                                      ---------------------------------
                                      Craig T. Scott
                                      Vice President - Finance and
                                      Chief Financial Officer