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 March 29, 1998, 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 3,779,415
                (Number of shares outstanding as of May 13, 1998)


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

                                               March 29,    December 28
                                                 1998          1997
                                     ASSETS
Current Assets -
    Cash and cash equivalents                      $9,802      $9,389
    Trade receivables                              12,500      10,732
    Receivables from affiliates                     2,244         426
    Notes receivable                                  736         737
    Inventories                                    15,701      15,820
    Prepaid expenses and other                      1,235       1,077
        Total current assets                       42,218      38,181

Property and equipment, net                        32,038      32,095
Other assets, net                                   5,392       5,054

        Total Assets                              $79,648     $75,330

                      LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities -
    Current installments of long-term debt         $7,991      $1,208
    Current installments of obligation under          622         917
capital lease
    Accounts payable                               15,871      15,319
    Money orders payable                           13,512      11,299
    Accrued expenses                               11,042       9,623
        Total current liabilities                  49,038      38,366

Long-term debt, excluding current                  14,811      21,465
installments
Obligations under capital lease, excluding
     current installments                           3,068       3,110
Deferred income taxes                               3,409       3,259
Other liabilities                                   2,723       2,866
        Total Liabilities                          73,049      69,066

Stockholders' Equity
    Common stock and retained earnings             22,537      22,202
    Reduction for joint debt obligations          (15,938)    (15,938)
        Total Stockholders Equity                   6,599       6,264

        Total Liabilities and Stockholders'
            Equity                                $79,648     $75,330


     See accompanying notes to condensed consolidated financial statements.


<PAGE>


                  FFP MARKETING COMPANY, INC., AND SUBSIDIARIES
                      CONSOLIDATED STATEMENTS OF OPERATIONS
                      (In thousands, except per share data)
                                   (Unaudited)



                                                 Three Months Ended
                                                 March 29,   March 30,
                                                   1998        1997
Revenues
    Motor fuel                                    $76,345     $77,117
    Merchandise                                    22,579      13,987
    Miscellaneous                                   2,319       1,698
        Total Revenues                            101,243      92,802

Costs and Expenses
    Cost of motor fuel                             69,867      72,650
    Cost of merchandise                            15,516      10,173
    Direct store expenses                          10,666       6,950
    General and administrative expenses             3,120       2,745
    Depreciation and amortization                   1,320       1,121
        Total Costs and Expenses                  100,489      93,639


Operating Income/(Loss)                               754        (837)
    Interest expense                                  201         291

Income/(loss) before income taxes                     553      (1,128)

    Income tax expense
        Current                                        47           0
        Deferred                                      170         134
        Total                                         217         134

Net Income/(Loss)                                    $336     $(1,262)

Net income/(loss) per share -
    Basic                                           $0.09      $(0.33)
    Diluted                                          0.09       (0.33)

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



     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 29,  March 30,
                                                     1998       1997
Cash Flows from Operating Activities -
    Net income/(loss)                                $336     $(1,262)
    Adjustments to reconcile net income/(loss) to
        cash provided by operating activities -
           Depreciation and amortization            1,321       1,121
           Deferred income tax expense                170         134
           Net change in operating assets
               and liabilities                        (68)      5,030
    Net cash provided by operating activities       1,759       5,023

Cash Flows from Investing Activities -
    Additions of property and equipment, net       (1,138)     (3,636)
    Net cash (used) by investing activities        (1,138)     (3,636)

Cash Flows from Financing Activities -
    Net borrowings/(repayments) under
        credit facilities                            (208)     (1,178)
    Net cash (used) by financing activities          (208)     (1,178)

Net Increase in cash and cash equivalents            413         209

Cash and cash equivalents at beginning of period    9,389       8,244

Cash and cash equivalents at end of period         $9,802      $8,453







     See accompanying notes to condensed consolidated financial statements.


<PAGE>


                 FFP MARKETING COMPANY, INC., AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                 MARCH 29, 1998
                                   (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.,  collectively  referred to as "FFP Marketing" or the
"Company."

            The condensed  consolidated  balance sheet as of March 29, 1998, and
the consolidated  statements of operations and condensed consolidated statements
of cash flows for the three month  periods  ended March 29, 1998,  and March 30,
1997,  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 29, 1998, 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
28, 1997, 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 29, 1998, and as discussed below.

            Certain   amounts   previously   reported  in  the  1997   condensed
consolidated  financial statements have been reclassified to conform to the 1998
presentation.


2.  Income/(Loss) per Share

            The Company adopted Statement of Financial  Accounting Standards No.
128,  "Earnings  per Share," in the fourth  quarter of 1997.  First quarter 1997
income/(loss)  per  share  amounts  have been  restated  to  conform  to the new
presentation.  A  reconciliation  of the  denominators  of the basic and diluted
income/(loss) per share calculations for the 1998 and 1997 periods follows:

                                                            1998      1997
                                                             In thousands
Weighted average number of common shares outstanding       3,779     3,779
Effect of dilutive options                                    48         0
Weighted average number of common shares outstanding,
    assuming dilution                                      3,827     3,779

            The  number  of  options   that  could   potentially   dilute  basic
income/(loss)  per share in the future that were not included in the computation
of diluted income/(loss) per share because to do so would have been antidilutive
were 50,000 and 241,999 in 1998 and 1997, respectively.


3.  Reporting of Comprehensive Income

            At the  beginning  of its 1998  fiscal  year,  the  Company  adopted
Statement  of  Financial  Accounting  Standards  ("SFAS")  No.  130,  "Reporting
Comprehensive  Income." SFAS No. 130 requires the presentation of "comprehensive
income" in financial  statements.  Comprehensive  income includes net income and
all revenues,  expenses,  gains,  and losses that had  previously  been recorded
directly to equity.  The Company does not have any items of other  comprehensive
income,   therefore   comprehensive   income  and  net  income  are   identical.
Accordingly,  the  effect of the  adoption  of SFAS No. 130 had no effect on the
Company's consolidated financial statements.









<PAGE>


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


General

            FFP  Marketing  was  formed in  connection  with the  December  1997
restructuring of FFP Partners,  L.P. ("FFP Partners"),  in which the real estate
owned by FFP Partners and used in its retail operations was retained by it while
all other assets and businesses were transferred to FFP Marketing. FFP Marketing
then entered into  agreements to lease the real estate retained by FFP Partners.
Unless  the  context  requires  otherwise,  references  in this  report  to "FFP
Marketing" or the "Company" for periods or activities prior to the completion of
the December 1997  restructuring  include the activities of FFP Partners and its
then subsidiaries, which are now subsidiaries of FFP Marketing.


Results of Operations for First Quarter 1998 compared with First Quarter 1997

            The gallons of motor fuel sold by the  Company in the first  quarter
1998  increased  15.4%  over the  volume  of fuel sold in the 1997  period.  The
principal  factor  causing the  increase  in gallons  sold was sales from the 94
operating  convenience stores acquired in December 1997.  However,  the industry
wide  decline  in fuel  prices  that began in 1997 and has  continued  into 1998
resulted in a decline of $772,000  (1.0%) in the Company's  motor fuel revenues.
Although motor fuel revenues declined,  the Company's profit on motor fuel sales
improved  $2,011,000  (45.0%) in 1998 over the 1997 quarter due to the increased
fuel volumes from the additional  convenience  stores purchased in December 1997
and a 28.4%  improvement in the margin per gallon realized on retail sales.  The
retail  fuel  margin in 1998 was 10.4 cents per gallon as  compared to 8.1 cents
per gallon in the 1997 quarter. Wholesale fuel sales, in gallons, increased 9.3%
in the first quarter 1998 over 1997,  but the per gallon margin on the sales was
flat between the two periods.

            Merchandise sales increased  $8,592,000 (61.4%) in the first quarter
1998 due to the sales at the  convenience  stores  acquired  in  December  1997.
Merchandise  gross  profit  increased  $3,249,000  (85.2%)  as a  result  of the
additional  merchandise  sales and an  improvement  in the margin on merchandise
sales to 31.3% in 1998 from 27.3% in 1997.  The improved  merchandise  margin is
the result of the management's  emphasis on strengthening this key aspect of the
Company's operations.

            As with fuel and merchandise  volumes, the increase in miscellaneous
revenues is largely due to the additional revenue from the 94 convenience stores
acquired in December 1997.

            The  $3,716,000  (53.5%)  increase  in direct  store  expenses  also
relates, in part, to the additional direct store costs associated with operating
the stores purchased in December 1997. In addition,  as a result of the December
1997  restructuring  by which FFP Marketing was formed,  as mentioned above, the
Company now pays rent on a number of locations  that were formerly  owned by the
Company. This additional rent is also reflected in direct store expenses.

            General and  administrative  expenses  increased $375,000 (13.7%) in
the 1998  period.  This  increase is due to the  addition  of field  supervisory
personnel  to oversee  the  operations  of the  convenience  stores  acquired in
December and to  operating  costs at the  Company's  fuel  terminal  which began
operations in June 1997.

            Depreciation  and  amortization  increased  $199,000  (17.8%) in the
current quarter.  This increase is the net of increased  depreciation related to
the  relatively  high  level  of  property   additions  during  1997  (primarily
associated  with  the  upgrade  of  underground   storage  tanks  to  meet  1998
environmental requirements), depreciation of the fixtures and equipment acquired
in the  December  1997  purchase of the 94  operating  convenience  stores,  and
depreciation  of  equipment  at  the  Company's  fuel  terminal,  offset  by the
reduction in depreciation on buildings that were retained by FFP Partners in the
December 1997 restructuring, mentioned above.

            The $90,000 (30.9%)  reduction in interest expense resulted from the
retention  by FFP  Partners  of a  significant  amount  of debt in the  December
restructuring offset by the additional interest on the debt incurred to purchase
the convenience stores acquired by the Company in December 1997.

            In 1997 and prior  years,  the  Company  was  treated  as a publicly
traded  partnership for income tax purposes.  Accordingly,  it recorded deferred
income taxes  associated  with  differences in the timing of the recognition for
financial  and tax  reporting of those items that were expected to reverse after
the Company  became taxable as a corporation in January 1998. The current income
tax  "expense"  or  "benefit"  that would  otherwise  have been  recorded by the
Company had it been taxable as a  corporation  was  allocated  to its  partners.
However,  in January  1998,  as a result of the  expiration  of its  grandfather
status as a publicly traded partnership and in connection with the December 1997
restructuring  of FFP Partners,  the Company became taxable as a corporation and
has begun recording income tax expense  accordingly.  Therefore,  the income tax
expense reflected in the accompanying  consolidated  statement of operations for
1998 is not comparable to that shown for the prior year.


Liquidity and Capital Resources

            The Company's  working capital at the end of the first quarter was a
negative  $6,820,000 as compared to a negative  $185,000 at year end 1997.  This
change resulted primarily from the  reclassification  to current  liabilities of
the bridge loan used to finance the acquisition of the December 1997 convenience
store  purchase.  The Company  expects to complete the  refinancing of this debt
with a term loan by the end of the second  quarter  1998.  Although the terms of
the  permanent  financing  are being  negotiated,  the Company  expects that the
bridge loan will be replaced with fully  amortizing loan with a term of 12 to 15
years.

            In addition,  the Company is entering its typically strongest period
of the year when  revenues  and cash  flows  generally  increase.  Consequently,
although the Company has negative working capital,  management believes that the
completion  of the  refinancing,  referred to above,  together  with  internally
generated funds and the Company's  traditional  use of trade credit,  along with
its bank  line of  credit,  are  such  that  operations  can be  conducted  in a
customary manner.

            In connection with the December 1997  restructuring of FFP Partners,
referred to  previously,  the  balances due at year end 1997 on certain bank and
other debt were  retained by FFP  Partners.  However,  pending its  refinancing,
subsidiaries of FFP Marketing  remain liable on such debt, and could be required
to repay  the debt if FFP  Partners  were  unable  to do so.  FFP  Partners  has
indemnified  FFP  Marketing  against  this  liability  and  has  granted  to FFP
Marketing  the right to offset any payments FFP  Marketing  might be required to
make on the debt  against  any  amounts  otherwise  due to FFP  Partners  by FFP
Marketing.  However, since subsidiaries of FFP Marketing are liable on this debt
and continue to access the bank  revolving  credit  facility,  this debt must be
reflected as a liability  on the balance  sheets of both FFP  Marketing  and FFP
Partners and it reduces the reported  equity of FFP Marketing.  (It is reflected
in the  equity  section  of  FFP  Marketing's  consolidated  balance  sheets  as
"reduction for joint debt  obligations.") At such time as FFP Partners completes
the  refinancing of the debt, the liability will be removed from FFP Marketing's
balance sheet and its reported equity will be increased by $15,938,000.


Forward-Looking Statements

            Certain of the  statements  made in this report are  forward-looking
statements that involve inherent risks and uncertainties. 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,"
"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,  or  other  aspects  of
competitors'  operations;  increases in the cost of fuel and merchandise sold or
reductions  in the gross  profit  realized  from such sales;  expense  pressures
relating to  operating  costs,  including  labor,  repair and  maintenance,  and
supplies;  and,  unanticipated  general and administrative  expenses,  including
costs of expansion or financing.







<PAGE>


                        EXHIBITS AND REPORTS ON FORM 8-K


Exhibits

            27  Financial Data Schedule.


Reports on Form 8-K

            A report on Form 8-K dated  January  12,  1998,  was filed  with the
Securities and Exchange Commission  reporting the December 1997 restructuring of
FFP  Partners,  L.P.,  by which FFP Marketing  Company,  Inc.,  succeeded to the
convenience store, retail motor fuel marketing,  and other businesses previously
conducted by FFP Partners, L.P.











<PAGE>


                                   SIGNATURES

            Pursuant  to  the  requirements  of  Section  13  or  15(d)  of  the
Securities  and 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:  May 18, 1998               By: /s/John H. Harvison
                                      ---------------------------------
                                      John H. Harvison
                                      Chairman and Chief Executive Officer

Date:  May 18, 1998               By: /s/Steven B. Hawkins
                                      ---------------------------------
                                      Steven B. Hawkins
                                      Vice President - Finance and
                                      Chief Financial Officer