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 24, 2000, 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 13, 2000)


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

                                                     SEPTEMBER 24,  DECEMBER 26,
                                                          2000           1999
                                                     ------------   ------------
                  ASSETS

Current assets -
    Cash and cash equivalents                           $18,550        $20,868
    Investments in stocks and bonds                       4,169          3,355
    Trade receivables                                    25,603         18,430
    Notes receivable, current portion                     1,001          1,003
    Receivables from affiliates, current portion            726            878
    Inventories                                          24,376         23,825
    Prepaid expenses and other current assets             2,404          2,236
                                                         ------         ------
        Total current assets                             76,829         70,595

Property and equipment, net                              38,462         40,072
Notes receivable, excluding current portion               3,856          1,059
Environmental reimbursement claim                         1,255          1,283
Other assets, net                                         6,054          5,397
                                                        -------       --------

             Total assets                              $126,456       $118,406
                                                        =======        =======

                LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities -
    Current installments of long-term debt                $1,240         $1,231
    Current installments of capital lease obligations        210            250
    Accounts payable                                      25,826         23,221
    Money orders payable                                  16,022         12,749
    Advances from affiliates                               1,738              0
    Accrued expenses and other current liabilities        19,105         18,747
                                                         -------        -------
        Total current liabilities                         64,141         56,198

Long-term debt, excluding current installments            31,244         32,205
Capital lease obligations, excluding current installments  4,361          4,627
Deferred income taxes                                      2,881          2,365
Other liabilities                                          1,574          2,046
                                                         -------         ------
        Total liabilities                                104,201         97,441

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)                   20         (1,270)
                                                          ------         ------
        Total stockholders' equity                        22,255         20,965
                                                          ------         ------

        Total liabilities and stockholders' equity      $126,456       $118,406
                                                         =======        =======

     See accompanying Notes to Condensed Consolidated Financial Statements.

<PAGE>

                  FFP MARKETING COMPANY, INC. AND SUBSIDIARIES
                CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                     (In thousands, except number of shares)
                                   (Unaudited)

                                       THREE MONTHS ENDED     NINE MONTHS ENDED
                                     --------------------    -------------------
                                     SEPT. 24,  SEPT. 26,    SEPT. 24, SEPT. 26,
                                        2000       1999         2000      1999
                                      ---------  --------   --------   --------

Revenues -
    Motor fuel                         $150,482  $101,556   $420,316   $266,766
    Merchandise                          27,892    30,023     85,837     85,677
    Miscellaneous                         3,672     2,540      9,313      7,687
                                        -------   -------    -------    -------
        Total revenues                  182,046   134,119    515,466    360,130

Costs and expenses -
    Cost of motor fuel                  141,764    94,656    396,673    246,165
    Cost of merchandise                  19,786    21,023     60,268     60,224
    Direct store expenses                12,499    13,477     37,893     37,749
    General and administrative expenses   3,388     3,323     11,190     10,515
    Depreciation and amortization         1,937     1,746      5,397      4,914
                                        -------   -------    -------    -------
        Total costs and expenses        179,374   134,225    511,421    359,567

Operating income                          2,672      (106)     4,045        563

    Interest income                         399       451      1,116      1,095
    Interest expense                      1,011     1,202      3,318      2,835
                                          -----     -----      -----      -----

Income (loss) before income
   taxes and extraordinary items          2,060      (857)     1,843     (1,177)

Deferred income tax expense (benefit)       618      (306)       553       (391)
                                          -----      ----      -----      -----

Income (loss) before extraordinary items  1,442      (551)     1,290       (786)

Extraordinary loss (less applicable
     income tax benefit of $134)              0       241          0        241
                                        -------    ------     -------    ------

Net income (loss)                        $1,442     $(792)    $1,290    $(1,027)
                                          =====      ====      =====      =====

Net income (loss) per share -
    Basic                                 $0.38    $(0.14)     $0.34     $(0.21)
    Diluted                               $0.37    $(0.14)     $0.34     $(0.21)

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




     See accompanying Notes to Condensed Consolidated Financial Statements.

<PAGE>
                  FFP MARKETING COMPANY, INC. AND SUBSIDIARIES
                CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                     (In thousands, except number of shares)
                                   (Unaudited)

                                                         NINE MONTHS ENDED
                                                     ---------------------------
                                                     SEPTEMBER 24, SEPTEMBER 26,
                                                           2000           1999
                                                     -------------  ------------
Cash Flows from Operating Activities -
    Net income (loss)                                     $1,290        $(1,027)
    Adjustments to reconcile net income (loss) to cash
        Provided (used) by operating activities -
           Depreciation and amortization                   5,397          4,914
           Deferred income taxes                             659           (525)
           Extraordinary loss                                  0            375
           Gain (loss) on sales of property and equipment      0            159
           Unrealized gain (loss) in trading securities     (814)             0
           Net change in operating assets and liabilities (2,900)        (4,562)
                                                           -----          -----
    Net cash used by operating activities                  3,632           (666)

Cash Flows from Investing Activities -
    Advances from affiliate                                  152            829
    Additions to property and equipment                   (3,949)        (9,819)
    (Increase) decrease in notes receivable               (2,633)           425
                                                           ------         -----
    Net cash used by investing activities                 (6,430)        (8,565)

Cash Flows from Financing Activities -
    Advances from (payments to) affiliate                  1,738           (121)
    Borrowing (payments) on debt and capital leases, net  (1,258)        19,727
    Cash held in escrow for refinancing                        0         (3,438)
    Net cash provided by financing activities                480         16,168
                                                           -----         ------

Net increase (decrease) in cash and cash equivalents     $(2,318)        $6,937
                                                          ======          =====

Cash and cash equivalents at beginning of period          20,868          9,537
Cash and cash equivalents at end of period               $18,550        $16,474


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

Cash paid for interest                                   $3,318          $2,713
Purchase of inventory and equipment with note to affiliate    0           2,692


     See accompanying Notes to Condensed Consolidated Financial Statements.

<PAGE>

                  FFP Marketing Company, Inc. and Subsidiaries
              Notes to Condensed Consolidated Financial Statements
                               September 22, 2000
                                   (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 24, 2000, 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 24, 2000, 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
26, 1999, 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 24, 2000, and as discussed below.


2.  Income (Loss) per Share

     Basic net  income  (loss)  per share is net  income  (loss)  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.  The
following table  reconciles the denominators of the basic and diluted net income
(loss) per share  calculations for the three-month and nine-month  periods ended
September 24, 2000, and September 26, 1999:



                                          THREE MONTHS ENDED   NINE MONTHS ENDED
                                           SEPT 24, SEPT 26,   SEPT 24, SEPT 26,
                                              2000    1999       2000     1999
                                             -----    -----      -----    -----
                                                      (In thousands)

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

     Outstanding  options to acquire  197,000  shares and  205,000  shares  were
excluded  from the  diluted  computation  for the  three and nine  months  ended
September   24,  2000,   respectively,   because  the  effect  would  have  been
anti-dilutive.  Outstanding options to acquire 202,000 shares were excluded from
the diluted  computation  for both the three and nine months ended September 26,
1999, because the effect would have been anti-dilutive.

<PAGE>

3.  Operating Segments

     The  Company  adopted  SFAS No.  131,  "Disclosures  about  Segments  of an
Enterprise and Related Information," in 1998 for reporting information about its
operating segments.  The Company and its subsidiaries  principally engage in two
operating segments: (a) 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 (b) 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 24, 2000, and September 26, 1999:

                                 RETAIL AND   TERMINAL
                                  WHOLESALE OPERATIONS ELIMINATIONS CONSOLIDATED
                                 ---------- ---------- ------------ ------------
                                                   (In thousands)
NINE MONTHS ENDED SEPT. 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 (loss) before income taxes     1,650        193          0         1,843

NINE MONTHS ENDED SEPT. 26, 1999
--------------------------------
Revenues from external sources     $359,145       $985         $0      $360,130
Revenues from other segment               0     14,865    (14,865)            0
Depreciation and amortization         4,515        399          0         4,914
Income (loss) before income taxes
    and extraordinary items            (744)      (433)         0        (1,177)

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 (loss) before income taxes     1,821        239          0         2,060

THIRD QUARTER 1999
------------------
Revenues from external sources     $133,564       $555         $0      $134,119
Revenues from other segment               0      7,320     (7,320)            0
Depreciation and amortization         1,610        136          0         1,746
Income (loss) before income taxes
   and extraordinary items             (810)       (47)         0          (857)


4.  Commitments and Contingencies

     Effective  in April  2000,  the  Company  elected to  discontinue  carrying
workers'  compensation  insurance in the State of Texas,  although it does carry
insurance  against  losses  related to claims for failure to provide a safe work
environment.  The Company's liability for claims under this policy is limited to
$100,000 per  occurrence.  In other states,  the Company is covered for workers'
compensation  through paid loss retrospective  policies.  Accruals for estimated
claims have been recorded for the third quarter of 2000.

     The  Company is subject to  various  claims and  litigation  arising in the
ordinary course of business, particularly personal injury and employment related
claims. In the opinion of management, the outcome of any such known matters will
not have a materially  adverse effect on the consolidated  financial position or
results of operations of the Company.


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

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

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

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

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

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


RESULTS OF OPERATIONS
---------------------

     The  Company  earned  $1,442,000  in the  third  quarter  of 2000,  showing
considerable  improvement  when  compared  to a  $792,000  net loss in the third
quarter of 1999. The Company's net income of $1,290,000 in the first nine months
of 2000  compared  favorably to a net loss of $1,027,000 in first nine months of
1999. Major components  comprising the profitability of the Company in the third
quarter  and first nine  months of 2000 were as follows  (adjusted  for  effects
income tax expense or benefit):

                                                  Third Quarter    Year-to-Date
                                                  -------------    ------------
                                                         (in thousands)

Results from ongoing operations                         $882          $837
Lawsuit settlement                                       485           485
Net loss on equity securities                           (682)       (1,803)
Gain on sale/conversion of convenience stores            757         1,771
                                                        ----         -----
Net income                                            $1,442        $1,290
                                                       =====         =====

<PAGE>

FUEL SALES AND MARGINS
----------------------

                            THIRD QUARTER                 YEAR-TO-DATE
                   -------------------------------  ----------------------------
                   2000    1999     CHANGE PERCENT  2000   1999   CHANGE PERCENT
                   ----    ----     ------ -------  ----   ----   ------  -----
                  (In thousands, except average prices and per gallon data)

Fuel sales      $150,482  $101,556  $48,926  48%  $420,316 $266,766 $153,550 58%

Fuel margin       $8,718    $6,900   $1,818  26%   $23,643  $20,601   $3,042 15%

Gallons sold
  Retail          62,227    67,168  (4,941)  (7%)  185,792  197,910 (12,118)(6%)
  Wholesale       25,341    30,511  (5,170) (17%)   73,546   81,753 (8,207)(10%)
  Terminal        25,800       613  25,187 4109%    63,761    1,111 62,650 5639%
                  ------    ------  ------ -----    ------    ----- ------  ----
  Total          113,368    98,292  15,076   15%   323,099  280,774 42,325   15%

Average per gallon
 sales price       $1.33     $1.03   $0.30   29%     $1.30    $0.95  $0.35   37%

Margin per gallon (cents)
  Retail            11.3       8.8     2.5   28%      10.6     9.2    1.4   15%
  Wholesale          2.0       1.8     0.2   11%       2.0     1.8    0.2   11%
  Terminal           3.0       6.0    (3.0) (50%)      2.8     5.9   (3.1) (53%)

     Motor  fuel  sales,  both  in  dollars  of  revenue  and in  gallons  sold,
significantly  increased in the third quarter and first nine months of 2000 over
motor  fuel  sales in the  corresponding  periods  of  1999.  The  Company  sold
113,368,000  gallons of motor fuel in the third  quarter of 2000, a 15% increase
over the third quarter of 1999,  and sold  323,099,000  gallons of motor fuel in
the first nine months of 2000, a 15% increase over the  comparable  1999 period.
Motor fuel sales, in dollars,  increased by $48,926,000  (48%) and  $153,550,000
(58%),  in the third  quarter  and  first  nine  months  of 2000,  respectively,
compared to sales in the corresponding  periods of the prior year.  Increases in
the dollar  amount of motor fuel sales were  impacted by the 29% and 37% rise in
the average  sales price of retail motor fuel for the periods  presented.  Motor
fuel sales,  both in dollars and gallons sold, also increased for the first nine
months of 2000,  compared to the  corresponding  period of the prior year,  as a
result of sales from 25 additional convenience stores or truck stops acquired in
February 1999.

     Fuel  margin,  in dollars,  increased  in the third  quarter and first nine
months of 2000 by $1,818,000 (26%) and $3,042,000 (15%), compared to fuel margin
in the same periods of the previous  year.  The increased  fuel margin  resulted
from higher retail and wholesale margin per gallon and greatly increased volumes
sold at the  terminal.  Sales  from the 25  convenience  stores  or truck  stops
acquired in February  1999 also  contributed  to the Company's  additional  fuel
margin in the first nine months of 2000.

     Retail  motor fuel sales  continued to be subject to  competitive  pressure
from new retail  gasoline  outlets  located  in the  Company's  market  areas at
supermarkets,  discount stores, and low price gasoline  marketers.  As a result,
retail motor fuel sales declined by 4,941,000  gallons (7%) in the third quarter
of 2000  and by  12,118,000  gallons  (6%) in the  first  nine  months  of 2000,
compared to retail motor fuel sales in the comparable periods of the prior year.
Retail motor fuel margins, however, improved in the third quarter of 2000 by 2.5
cents per  gallon  (28%) and by 1.4 cents  per  gallon  (15%) in the first  nine
months of 2000,  compared to  corresponding  periods of 1999. These increases in
retail margin  contributed  significantly  to the improvement in earnings of the
Company for both periods presented.

     Wholesale fuel sales in the third quarter of 2000, in gallons, decreased by
5,170,000  gallons (17%),  compared to the third quarter of 1999,  while the per
gallon margin on the wholesale  sales improved by 0.2 cents per gallon (11%). In
the first nine  months of 2000,  wholesale  fuel sales  decreased  by  8,207,000
gallons (10%),  compared to the first nine months of 1999,  while the per gallon
margin on the wholesale sales increased by 0.2 cents per gallon (11%).

     Terminal  fuel sales in the third  quarter  of 2000,  in  gallons,  greatly
increased by 25,187,000 gallons (4109%),  compared to the third quarter of 1999,
while the per gallon margin on the terminal fuel sales declined by 3.0 cents per
gallon  (50%).  In the first nine months of 2000,  terminal  fuel sales  greatly
increased by 62,650,000  gallons (5639%),  compared to the first months of 1999,
while the per gallon  margin on the terminal  fuel sales  decreased by 3.1 cents
per gallon (53%).  These greatly  increased  volumes resulted from the Company's
new  blending  activity at the  terminal,  which more than made up for the lower
margins per gallon.

     In pursuit of alternative  strategies for profit  improvement,  the Company
has expanded both its wholesale  sales effort and its  processing  activities at
the terminal facility.  Through its motor fuel blending and transmix  processing
at the terminal,  the Company sells wholesale motor fuel on a competitive  basis
to many well-known  marketers.  The increased volumes of fuel being processed at
the terminal  primarily  resulted from a connection made at the terminal late in
1999 to a pipeline transporting fuel from the Texas Gulf Coast.

     The retail versus  wholesale  (including the terminal) sales mix during the
third  quarter of 2000,  in gallons,  decreased to a retail  percentage  of 55%,
compared to retail  percentage of 68% in the same quarter of 1999. For the first
nine months of 2000, the retail versus wholesale  (including the terminal) sales
mix,  in  gallons,  declined  to a 58%  retail  percentage  from  a  70%  retail
percentage  in the same period in 1999.  These  decreases in the  proportion  of
retail sales to total sales primarily  resulted from increasing  wholesale sales
but were also attributable to declining retail sales.

MERCHANDISE SALES AND MARGINS
-----------------------------

                           THIRD QUARTER                     YEAR-TO-DATE
                      -------------------------      ---------------------------
                     2000   1999   CHANGE  PERCENT  2000  1999   CHANGE  PERCENT
                     ----   ----   ------  -------  ----  ----   ------  -------

Mdse sales          $27,892 $30,023 ($2,131)   (7%) $85,837 $85,677  $160    0%

Mdse margin           8,106   9,000    (894)  (10%)  25,569  25,453   116    0%

Mdse margin percentage,
 convenience stores
 and truck stops      27.2%   28.4%   (1.2%) (4.2%)   28.2%   28.3% (0.1%)(0.4%)

Average weekly mdse sales -
 Convenience stores $10,381 $11,185   ($804)   (7%) $11,752 $11,011  $741    7%
 Truck stops         17,669  17,284      385    2%   17,533  17,064   469    3%

     Merchandise  sales  decreased by  $2,131,000  in the third  quarter of 2000
(7%),  compared to the third quarter of 1999,  and increased by $160,000 for the
first nine months of 2000 (0%), compared to the same period of the prior year. A
principal factor for the third quarter decrease was that the Company operated an
average of 23 fewer convenience stores in the third quarter of 2000 than in same
quarter of 1999 as a result of the sale/conversion of Company-operated stores to
gas-only outlets.  Merchandise sales increased for the nine-month period of 2000
because  higher  cigarette  prices offset the less dramatic  impact of operating
fewer convenience stores over the longer period.

     Merchandise  gross  profit,  or margin,  decreased  by  $894,000  (10%) and
increased by $116,000 (0%) for the third quarter and nine-month periods of 2000,
respectively,  when compared to the corresponding  periods of the prior year. As
mentioned  above, the company  operated 23 fewer  convenience  stores during the
third quarter, which resulted in the margin decline in the third quarter as well
as the merchandise sales decline.

     OTHER INCOME AND EXPENSES
     -------------------------

     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,  gains on asset sales,  gains or losses on
investments, and various other types of income. Miscellaneous revenues increased
by  $1,132,000  (45%) in the third  quarter of 2000,  and improved by $1,626,000
(21%) for the first nine  months of 2000,  when  compared  to the  corresponding
periods  of 1999.  In order to reduce  the risk of motor  fuel  price  increases
during an  increasing  fuel price  environment,  the Company  engaged in certain
motor fuel financial  transactions that resulted in net gains of $243,000 in the
third quarter of 2000 and a year-to-date net loss of $769,000.  The Company also
incurred net gains of $1,081,000 in the third quarter of 2000 and  $2,531,000 in
the  first  nine  months  of  2000  from  the  sale or  conversion  of 13 and 30
convenience stores to gas-only outlets, respectively. These gains were offset in
part by net losses of $456,000 and $978,000 in stock and bond investments during
the third  quarter and first nine  months of 2000,  respectively  (exclusive  of
interest income and discount  accretion  income of $276,000 and $894,000 for the
three and nine month periods, respectively). The Company did not incur any gains
on  sale/conversion  of  convenience  stores  or on the sale of  stock  and bond
investments during the corresponding periods of 1999.

     Direct store  expenses in the third  quarter of 2000  decreased by $978,000
(7%),  compared to the same quarter in 1999, largely as a result of operating 23
fewer convenience stores in the third quarter of 2000. Direct store expenses for
the  nine-month  period  increased  by $144,000  (0%),  primarily as a result of
additional payroll costs during that period.

     General and administrative  expenses increased by $65,000 (2%) and $675,000
(6%) in the three and nine month periods of 2000, respectively,  compared to the
corresponding  periods of 1999. These increases  resulted largely from increased
fuel  transportation and terminal activity and additional legal expenses,  which
were offset by  settlement  proceeds  received to settle  litigation  won by the
Company  at trial in the third  quarter  of 2000 in a suit to  recover  bad debt
losses related to money order  receivables  from a third party money order agent
that had been expensed in 1998. The Company received total  settlement  proceeds
of  $833,000,  and  $693,000 of that amount was  recorded in income in the third
quarter of 2000 because $140,000 of that amount had been previously  recorded as
income in 1999.

     Depreciation  and  amortization  increased  by $191,000  (11%) in the third
quarter  of  2000,  compared  to the  corresponding  quarter  of  1999.  For the
nine-month  period  in  2000,  compared  to the  corresponding  period  in 1999,
depreciation  and  amortization  increased by $483,000 (10%). Two factors caused
these  increases:  (a)  additional  depreciation  expense  attributable  to 1999
property   and   equipment   additions,   and  (b)  a  third   quarter  of  2000
reclassification  of $128,000  from  interest  expense to  amortization  expense
regarding  previously  capitalized loan fees. This amortization expense had been
recorded as interest  expense in previous  quarters.  The above  mentioned  1999
property and equipment  additions were primarily 14 convenience  store buildings
subject to  capital  leases  entered  into in  February  1999 and  fixtures  and
equipment at 25 stores acquired at the same time.

     Interest  income  decreased  from  $451,000 in the third quarter of 1999 to
$399,000 in the third quarter of 2000 (12%) but increased from $1,095,000 in the
first nine months of 1999 to  $1,116,000  in the first nine months of 2000 (2%).
The repayment in October 1999 by FFP Partners of all indebtedness it owed to the
Company  resulted in the decrease in the Company's  interest income in the third
quarter of 2000. The slight year-to-date  increase in interest income was due to
interest  income earned on the Company's bond  investments  and interest  income
earned on new notes receivable generated from the sale/conversion of convenience
stores to gas-only  operators.  Purchasers  of these  businesses  are  generally
required  to make a down  payment  of 25% of the  total  sales  price,  with the
balance  of the  sales  price  being  payable  pursuant  to an  interest-bearing
promissory  note.  Interest income is expected to increase in the future as more
stores are converted to gas-only stores with financing provided by the Company.

     Interest  expense  decreased  by $191,000  (16%) and  increased by $483,000
(17%) during the third quarter and first nine months of 2000, respectively, when
compared to  corresponding  periods of 1999.  This third  quarter  decrease  was
caused by the above-mentioned  reclassification of the amortization of loan fees
from  interest  expense  to  amortization  expense.  The  year-to-date  increase
resulted  from higher debt levels in the first nine months of 2000 than in 1999.
Although  interest expense has increased as a result of additional  indebtedness
incurred in 1999,  the Company did obtain fixed interest rates for its long-term
debt,  which will be beneficial in the future if interest rates continue to rise
as they have since the loans were closed.  In future years,  these loan payments
will also convert slowly towards 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:  (a)  liquid,  short-term  investments  from  funds  generated  by  the
repayment in October  1999 by FFP Partners of its note to the Company,  (b) cash
flows  generated from its operating  activities,  and (c)  borrowings  under its
revolving line of credit. The Company believes that these investments, operating
activities,  and short-term  working capital  facilities will provide sufficient
liquidity  to fund  its  operations,  capital  expenditures,  and  service  debt
requirements,  although  the  rise in motor  fuel  prices  in the last  year has
impacted the Company's available  liquidity.  Actual capital expenditure funding
will be dependent on the level of cash flow generated from operating  activities
and the funds available from financings.

     In December 1999, the Company obtained a revolving line of credit providing
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.  The portion of any borrowings  under
the facility  exceeding  $5,000,000 is limited to 140% of the net value of stock
and bond  investments in the Company's  trading  account at a brokerage firm. At
September 24, 2000, the borrowing base was $13,917,000, and the net value of the
Company's  securities  at  that  particular  brokerage  firm on  that  date  was
$5,713,000. The Company's borrowings under the revolving credit facility on that
date were $0. The revolving credit facility bears interest at the lender's prime
rate plus one percentage point, payable monthly on amounts borrowed, and matures
in  December  2002.  The loans are  subject to a Loan  Agreement  and a Security
Agreement  between the lender,  the  Company  and two of its  subsidiaries.  The
agreement  contains numerous,  but typical,  restrictive  covenants  including a
financial  covenant  relating to the  maintenance  of a specified  fixed  charge
coverage  ratio  of 1.25 to 1,  all as  defined  in the  agreement.  The loan is
secured by all of the Company's trade accounts  receivables and its inventory at
the terminal.

     Subject to obtaining  satisfactory  deal terms, the Company in 2000 intends
to increase its sales of convenience  store operations to independent  operators
while retaining a motor fuel concession at those  locations.  The Company refers
to such retail operations as its "gas-only"  stores. It has identified  numerous
Company-operated convenience stores that it is attempting to convert to gas-only
stores in such a manner. In the third quarter and first nine months of 2000, the
Company  closed  on  the  sale  or  conversion  of 13 and  30 of  those  stores,
respectively.  Those sales  generated gains on sale of $1,081,000 and $2,531,000
in the third quarter and first nine months of 2000, respectively. Typically, the
sales  are made  with the buyer  providing  25% of the  sales  price in cash and
paying the remainder over 60 months with interest.  In addition,  sales of other
convenience  stores were under  contract at the end of the third quarter and are
expected to close in the fourth quarter. The anticipated benefits of making such
conversions  to gas-only  outlets are not only to obtain  one-time gains on such
sales, but also, more importantly,  to improve net earnings of the Company on an
ongoing  basis from reduced  general and  administration  expenses,  lower theft
losses,  reduced  merchandise  inventory  financing costs, lesser legal expenses
related to store  operations,  and lower  store-level  salaries and other direct
store expenses.

     In  addition,  the  Company  may  consider  the  outright  sale of  certain
convenience  stores  and  truck  stops.  The  Company  may or may  not  purchase
additional  convenience  stores  in 2000 and  beyond  as the  convenience  store
industry goes through as period of greater  competition  and  consolidation.  Of
course,  any such dispositions or acquisitions could result in a material impact
upon the Company's financial results and liquidity.

     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 $16,022,000 at September
24, 2000.  Money order payables  represent those sales of money orders for which
the payee of the money order has not yet requested payment. The Company collects
money order  receipts on a daily basis on sales of money  orders made by its own
stores,  and the Company relies on receiving timely payment from its money order
sales agents at stores not  operated by the  Company.  The Company is subject to
the risk of not receiving money order payments on a timely basis from such third
party money order agents, although the Company believes that it has sufficiently
strong controls in its money order operations.

     The Company had positive  working  capital of  $12,687,000 at September 24,
2000, compared to $14,397,000 at the end of 1999. 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  receives  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.


     YEAR "2000 " ISSUES
     -------------------

     Over the past  several  years,  the Company has  prepared  for the possible
disruptions  that might have resulted from the date change to year 2000 ("Y2K").
No  significant  Y2K problems  have been  experienced  to date,  and the Company
believes that no material exposure to Y2K issues exists.  Total Y2K expenditures
were $700,000, of which $350,000 was capitalized.


     FORWARD-LOOKING STATEMENTS
     --------------------------

     Some  of  the  matters   discussed  in  this   quarterly   report   contain
"forward-looking"  statements regarding the Company's future business, which are
subject to  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  pressures 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.
However,  the Company did not borrow under that  facility  during the first nine
months of 2000 in amounts  that would have made a material  interest  rate risk.
Such borrowings in the future could increase, however, in which case the Company
could be subject to a greater risk of increasing interest rates.

     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 24, 2000.

                                LEGAL PROCEEDINGS
                                -----------------

     A trial in the case of Xavier  Duenez,  et al., v. FFP Operating  Partners,
L.P,  d/b/a Mr. Cut Rate #602, et al.,  began in May 2000 in the County Court of
Law No. 1, Calhoun County, Texas. In the case, members of the Duenez family sued
the  Company  and the  driver of a pickup  truck who had  purchased  beer from a
Company  convenience  store just prior to causing  an  accident,  which  injured
members of the Duenez family.  The trial court dismissed the pickup truck driver
from the case, and the Company  remained as the sole defendant in the trial. The
Company  was  alleged to have  caused  the  damages to the family as a result of
certain alleged violations of liquor sales laws. After a jury verdict, the court
issued a judgment against the Company in the amount of $35 million.  The case is
now being appealed to the Corpus Christi Court of Appeals in the State of Texas.
The Company  expects to be fully covered by insurance for any  liabilities  that
exceed its deductible, which has already been paid.

               SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
               ---------------------------------------------------

     The Company held its 2000 annual shareholder  meeting in Fort Worth, Texas,
on August 3, 2000. J.D. St. Clair and John D. Harvison were re-elected,  and Tom
Coleman was elected,  to the Company's  Board of Directors at that meeting.  The
voting  results by persons  present at the meeting in person or by proxy were as
follows:

                                              NOMINEES
                   -----------------------------------------------------------
                   ROBERT J. BYRNES    MICHAEL TRIANTAFELLOU    TOM M. COLEMAN
                   ----------------    ---------------------    --------------
                   Votes    Percent      Votes     Percent      Votes   Percent
                   -----    -------      -----     -------      -----   -------

For               3,567,838   95.2%     3,567,938    95.2%    3,556,138   94.9%
Withheld            180,461    4.8%       180,361     4.8%      192,161    5.1%
Abstain                   0    0.0%             0     0.0%            0    0.0%
Broker non-votes          0    0.0%             0     0.0%            0    0.0%
                  ---------   -----     ---------   -----     ---------  ------
Totals            3,818,747  100.0%     3,818,747   100.0%    3,818,747  100.0%
                  =========  ======     =========   =====     =========  ======

     The other  directors,  whose terms of office as a director  continued after
the August 3, 2000  meeting,  were John H.  Harvison,  J.D. St.  Clair,  John D.
Harvison, Garland McDonald, and E. Michael Gregory.

     In addition,  the  shareholders at the August 3, 2000 meeting  approved the
Company's  Stock Option Plan  previously  adopted by the Board of Directors  and
described in the Proxy  Statement for that meeting.  The voting  results for the
proposition  by  persons  present  at the  meeting in person or by proxy were as
follows:

                                             Votes      Percent
                                          ---------     -------
                                                  (in thousands)

            For                           1,878,107      50.1%
            Against                         213,824       5.7%
            Abstain                           5,171       0.1%
            Broker non-votes              1,721,645      44.1%
                                          ---------      -----
            Total                         3,748,299     100.0%
                                          =========     ======


                                OTHER INFORMATION
                                -----------------

     On November 10, 2000, the Board of Directors  elected Joseph F. Leonardo as
a new  director of the  Company to fill the vacancy on the Board  created by the
resignation of Tom M. Coleman.  Mr. Leonardo was also then selected by the Board
to serve on its audit committee. Mr. Coleman tendered his resignation earlier in
November 2000, when he advised the Board that he had taken an executive position
at Vista Stores L.L.C., a privately held convenience  store chain  headquartered
in Dallas, Texas.

     Joseph F.  Leonardo  was selected in 1999 as one of the  convenience  store
industry's "30 Most Influential  People" by the Convenience Store News magazine.
The 1994  Chairman  of the  National  Association  of  Convenience  Stores,  Mr.
Leonardo  now  serves as  President  and Chief  Executive  Officer  of  Leonardo
Management  Corporation  provides strategic planning,  market  positioning,  and
other sales and  marketing  consulting  services.  Mr.  Leonardo  also  operates
Convenience  Directions,  which  publishes Info Marketing,  a convenience  store
industry newsletter distributed to 10,000 convenience store executives.  He also
serves as executive vice president,  marketing, for the National Advisory Group,
Convenience/Petroleum   Marketers   Association.   Prior  to  forming   Leonardo
Management  in 1992,  Mr.  Leonardo  had  served  for  over 20 years in  various
executive  positions with several large,  well-known  convenience  store chains.
Joseph F.  Leonardo has also been a Trust Manager of FFP Real Estate Trust since
December 1997.
<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: November 13, 2000               By: /s/John H. Harvison
                                      ---------------------------------
                                      John H. Harvison
                                      Chairman and
                                      Chief Executive Officer

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