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 September 26, 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 November 10, 1999)

<PAGE>

                        FFP MARKETING COMPANY, INC.
                               Form 10-Q/A
                           September 26, 1999

   On March 13, 2000,  FFP  Marketing  Company,  Inc. (the  "Company")  filed an
amended and restated Form 10-Q Quarter  Report for its third 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
third  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 third  quarter of 1999 as previously
reported.



                                    INDEX

                                                                Page
Part I

   Item 1.  Financial Statements                                  1
   Item 2.  Management's Discussion and Analysis of Financial    10
            Condition and Results of Operations
   Item 3.  Quantitative and Qualitative Disclosures About       17
            Market Risks
Part II

   Item 6.  Exhibits and Reports on Form 8-K                     17

Signatures                                                       18


<PAGE>

                FFP MARKETING COMPANY, INC. AND SUBSIDIARIES
                    CONDENSED CONSOLIDATED BALANCE SHEETS
                               (In thousands)
                                 (Unaudited)
                                                  September 26,     December 27,
                                                         1999            1998
                     ASSETS

Current assets -
    Cash and cash equivalents                          $16,474          $9,537
    Trade receivables                                   20,820          11,901
    Inventories                                         21,688          15,439
    Note receivable, current portion                       960           1,078
    Note receivable from affiliate, current portion      1,951           1,923
    Prepaid expenses and other current assets            8,652           3,720
        Total current assets                            70,545          43,598
Property and equipment, net                             40,098          33,602
Notes receivable, excluding current portion              1,079           1,386
Notes receivable from affiliates, excluding
    current portion                                     12,201          13,058
Other assets, net                                        5,632           5,396
        Total assets                                  $129,555         $97,040

      LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities -
    Current portion of long-term debt                   $3,804          $1,959
    Current portion of long-term debt to affiliate         268               0
    Current portion of capital lease obligations           696             401
    Accounts payable                                    24,926          16,254
    Money orders payable                                13,655          15,190
    Accrued expenses and other current liabilities      17,821          14,351
        Total current liabilities                       61,170          48,155
Long-term debt, excluding current portion               32,473          18,421
Capital lease obligations, excluding current portion     4,710             955
Note payable to affiliate, excluding current portion     2,303               0
Deferred income taxes                                    5,787           4,913
Other liabilities                                        2,367           2,824
        Total liabilities                              108,810          75,268
Stockholders' equity -
    Common stock ($0.01 par value)                      22,235          22,235
    Accumulated deficit                                 (1,490)           (463)
        Total stockholders' equity                      20,745          21,772

 Total liabilities and stockholders' equity           $129,555         $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       Nine Months Ended
                                   Sept. 26,   Sept. 27,   Sept. 26,   Sept. 27,
                                      1999        1998        1999        1998
                                               (Restated)             (Restated)
Revenues -
    Motor fuel                      $101,556     $77,871   $266,766    $239,275
    Merchandise                       30,023      24,199     85,677      71,680
    Miscellaneous                      2,540       2,115      7,687       7,047
        Total revenues               134,119     104,185    360,130     318,002
Costs and expenses -
    Cost of motor fuel                94,656      70,402    246,165     218,803
    Cost of merchandise               21,023      16,356     60,224      49,411
    Direct store expenses             13,477      11,283     37,749      33,157
    General and administrative
          expenses                     3,323       3,807     10,515      11,282
    Depreciation and amortization      1,746       1,537      4,914       4,310
    Total costs and expenses         134,225     103,385    359,567     316,963
Operating income/(loss)                 (106)        800        563       1,039
    Interest income                      451         393      1,095         566
    Interest expense                   1,202         490      2,835         983
Income/(loss) before income taxes
    and extraordinary items             (857)        703     (1,177)        622
Income tax expense/(benefit) -
    Current                                0          22          0          16
    Deferred                            (306)        287       (391)        275
        Total                           (306)        309       (391)        291
Income/(loss) before extraordinary
    items                               (551)        394       (786)        331
Extraordinary loss (less applicable
    income tax benefit of $134)          241          -         241          -

Net income/(loss)                      $(792)       $394    $(1,027)       $331


Income/(loss) before extraordinary items per share -
    Basic                             $(0.14)      $0.10     $(0.21)      $0.09
    Diluted                           $(0.14)      $0.10     $(0.21)      $0.09
Extraordinary loss net of tax effect per share -
    Basic                             $(0.06)         -      $(0.06)          -
    Diluted                           $(0.06)         -      $(0.06)          -
Net income/(loss) per share -
    Basic                             $(0.21)      $0.10     $(0.27)      $0.09
    Diluted                           $(0.21)      $0.10     $(0.27)      $0.09

Weighted average number of common shares outstanding -
    Basic                              3,818       3,782      3,818       3,780
    Diluted                            3,818       3,917      3,818       3,892


      See accompanying Notes to Condensed Consolidated Financial Statements.


<PAGE>

                   FFP MARKETING COMPANY, INC. AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
               (In thousands, except for supplementary disclosures)
                                   (Unaudited)

                                                        Nine Months Ended
                                                      Sept. 26      Sept. 27,
                                                         1999          1998
                                                                    (Restated)
Cash Flows from Operating Activities -
 Net income/(loss)                                     $(1,027)         $331
 Adjustments to reconcile net income/(loss) to
   cash provided/(used) by operating activities -
    Depreciation and amortization                        4,914         4,310
    Deferred income tax expense/(benefit)                 (525)          468
    Extraordinary loss                                     375             0
    Loss on disposition of property and equipment          159             0
    Net change in operating assets and liabilities      (4,562)       (1,243)
    Net cash provided/(used) by operating activities      (666)        3,866

Cash Flows from Investing Activities -
    Payments on notes receivable from affiliate            829           905
    Purchases of property and equipment                 (9,819)       (4,881)
    Decrease/(increase) in notes receivable
         and other assets                                  425          (772)
    Net cash (used) by investing activities             (8,565)       (4,748)

Cash Flows from Financing Activities -
    Proceeds of long-term debt and capital leases      494,963       362,991
    Payments on long-term debt and capital leases     (475,236)     (361,872)
    Refinancing costs and cash held in escrow
         from refinancing                               (3,438)            0
    Payments on long-term debt from affiliate             (121)            0
    Proceeds from exercise of stock options                  0            20
    Net cash provided by financing activities           16,168         1,139

Net increase/(decrease) in cash and cash equivalents     6,937           257

Cash and cash equivalents at beginning of period         9,537         9,389
Cash and cash equivalents at end of period             $16,474        $9,646


Supplemental Disclosure of Cash Flow Information

   The Company utilized cash to pay interest of $2,713,000 and $1,027,000 during
the nine months ended September 26, 1999 and September 27, 1998, respectively.

   The Company  purchased  inventory and equipment  during the nine months ended
September 26, 1999, in exchange for a promissory note payable to an affiliate in
the amount of $2,692,000.

       See accompanying Notes to Condensed Consolidated Financial Statements.

<PAGE>

                  FFP MARKETING COMPANY, INC. AND SUBSIDIARIES
             NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                              September 26, 1999
                                 (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 26, 1999,  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 26, 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 nine months ended
September 26, 1999, and as discussed below.

2.  Notes Payable and Long-Term Debt

   The Company was in the process of refinancing  its long-term  indebtedness on
June 27, 1999, the last day of its second fiscal quarter.  On June 25, 1999, the
Company obtained a new loan in the original principal amount of $23,800,000 from
a third  party  lender and  utilized  the  proceeds  of that loan to repay debts
aggregating $19,988,000 on June 28, 1999. The financial statements for the third
fiscal quarter reflect the loan repayment,  along with an extraordinary loss for
prepayment  penalties  and  previously  unamortized  loan fees in the  aggregate
amount of $375,000.  The Company's  new long-term  debt is payable in 180 equal,
monthly  installments  with  interest  at a fixed  rate of 9.9%  per  annum  and
aggregate monthly payments of principal and interest of $256,000.  This new loan
is secured by a lien against the Company's leasehold,  equipment,  and inventory
at 49 specific convenience stores, truck stops and gas-only outlets.

   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 inventory. The Company financed its purchase of those properties
with fully-amortizing  mortgage loans in the aggregate original principal amount
of  $1,012,000,  with  maturity  dates  ranging from 86 to 180 months,  interest
payable at a fixed rate of 9.275% per annum,  and aggregate  monthly payments of
principal and interest of $13,000.

   The land and building at the  remaining 14 of those 25 stores were  purchased
on the same date by FFP  Partners,  L.P. and  immediately  leased to the Company
under real estate leases with a 15-year term. The real estate leases  negotiated
between  FFP  Partners  and the Company  require a total  monthly  rent  payment
resulting in a rate of return of  approximately  14%. Under  generally  accepted
accounting  principles,  each real estate lease is treated as two leases: a land
lease and a building lease. Each land lease is classified as an operating lease,
with  monthly  payments  for all such  land  leases  aggregating  $28,000.  Each
building lease is classified as a capital lease,  with monthly  payments for all
such building leases aggregating  $71,000.  Under generally accepted  accounting
principles, the amount of rent allocated to the capital lease obligation for the
buildings of $3,932,000  results in an implicit rate of  approximately  20%. The
real estate leases require the Company to pay all taxes,  insurance,  operating,
and capital costs and provide for 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,  in February 1999 the Company purchased  inventory and equipment
from FFP Partners at the 14 fee locations at a price of $2,692,000  and executed
a note payable to FFP Partners for such amount. In October 1999, the note, which
was payable in monthly  installments with interest at the prime rate, was repaid
in full.

   As a condition to the Company's  acquisition of store  operations at those 14
fee   locations,   the  Company  was  required  to  guarantee  the   acquisition
indebtedness  of  $9,550,000  incurred by FFP Partners in its purchase of the 14
fee locations,  including land, building, equipment and inventory. The Company's
projected lease payments to FFP Partners, L.P. will equal the debt service costs
of FFP  Partners,  L.P.  during  the  initial  five years of the leases and will
exceed such debt service  costs  thereafter  to the extent of an increase in the
consumer price index.

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 period.
Diluted net income per share is computed by dividing  net income by the weighted
average  number of common  shares  outstanding  for the period plus  potentially
dilutive common shares.  At September 26, 1999,  outstanding  options to acquire
201,667  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  net  income/(loss)  per  share  calculations  for the
three-month  and nine-month  periods ended September 26, 1999, and September 27,
1998, follows:

                                    Three Months Ended      Nine Months Ended
                                   Sept. 26,   Sept. 27,   Sept, 26,  Sept. 27,
                                      1999       1998        1998       1998
                                                  (In thousands)
Weighted average number of common
    shares outstanding               3,818      3,782       3,818      3,780
Effect of dilutive options               0        135           0        112
Weighted average number of
    common shares outstanding,
    assuming dilution                3,818      3,917       3,818      3,892

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 three-month and nine-month periods ended
September 26, 1999, and September 27, 1998:

                             Retail and   Terminal
                             Wholesale    Operations  Eliminations  Consolidated
                                             (In thousands)

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                       (1,119)       (433)            0         (1,552)

NINE MONTHS ENDED SEPT 27, 1998
Revenues from external
    sources                   $317,331        $923            $0       $318,254
Revenues from other segment          0       2,963        (2,963)             0
Depreciation and
    amortization                 3,929         381             0          4,310
Income/(loss) before income
    taxes                        1,940      (1,318)            0            622
<PAGE>

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                       (1,185)        (47)            0         (1,232)

THIRD QUARTER 1998
Revenues from external
    sources                   $103,929        $508            $0       $104,437
Revenues from other segment          0       1,098        (1,098)             0
Depreciation and
    amortization                 1,283         254             0          1,537
Income/(loss) before income
    taxes                        2,256      (1,553)            0            703

   The  extraordinary  loss of $375,000,  before income tax effect,  in the nine
months ended  September 26, 1999,  and in the third quarter 1999, is included in
the results of operation for the Retail and Wholesale segment.

5.  Commitments and Contingencies

(a) Uninsured Liabilities

   The Company maintains general liability insurance with limits and deductibles
management  believes prudent in light of the exposure of the Company to loss and
the cost of the insurance.

   The  Company   self-insures  medical  claims  up  to  $45,000  per  year  for
individuals  covered by its employee medical benefit plan for salaried employees
in the field. Any such claims above $45,000 are covered by a stop-loss insurance
policy, subject to a $1,000,000 lifetime limit per employee. The Company and its
employees participating under the plan contribute to pay the self-insured claims
and stop-loss insurance premiums. Accrued liabilities include amounts management
believes  adequate to cover the estimated  claims arising prior to a period-end.
The Company recorded expense related to this plan of $226,000 for the first nine
months of 1999 and $222,000 for the corresponding period of 1998.

   The  Company is  covered  for  worker's  compensation  in all states  through
incurred loss retrospective  policies.  Accruals for estimated claims (including
claims  incurred but not reported) have been recorded at September 26, 1999, and
at year end 1998 and 1997,  including  the  effects of any  retroactive  premium
adjustments.

(b) Environmental Matters

   The operations of the Company are subject to a number of federal,  state, and
local  environmental laws and regulations,  which govern the storage and sale of
motor fuels,  including those regulating underground storage tanks. In September
1988,  the  Environmental  Protection  Agency ("EPA")  issued  regulations  that
require  all  newly  installed  underground  storage  tanks  be  protected  from
corrosion, be equipped with devices to prevent spills and overfills,  and have a
leak detection  method that meets certain  minimum  requirements.  The effective
commencement  date for newly installed tanks was December 22, 1988.  Underground
storage  tanks in place prior to December 22, 1988,  must have  conformed to the
new  standards  by  December  1998.  The  Company  brought  all of its  existing
underground  storage tanks and related equipment into compliance with these laws
and  regulations.  The Company  recorded  $918,000 in other  liabilities at both
September 26, 1999, and December 27, 1998, as its estimated future environmental
remediation   costs  related  to  known  leaking   underground   storage  tanks.
Corresponding  claims for reimbursement of environmental  remediation costs were
also recorded as a long-term  receivable,  and included in other assets,  as the
Company  expects  that such costs will be  reimbursed  by various  environmental
agencies.

   In  1995,  the  Company  contracted  with  a  third  party  to  perform  site
assessments  and  remediation  activities  on 35 sites located in Texas that are
known or thought to have leaking  underground storage tanks. Under the contract,
the third party will coordinate with the state regulatory  authority the work to
be performed  and bill the state  directly for such work.  The Company is liable
for the $10,000  per  occurrence  deductible  and for any costs in excess of the
$1,000,000 limit provided for by the state environmental trust fund. The Company
does not  expect  that the costs of  remediation  of any of these 35 sites  will
exceed the $1,000,000  limit.  The assumptions on which the foregoing  estimates
are based may change and unanticipated  events and circumstances may occur which
may cause the  actual  cost of  complying  with the above  requirements  to vary
significantly from these estimates.

   The Company does not  maintain  insurance  covering  losses  associated  with
environmental  contamination.  However, all the states in which the Company owns
or operates  underground storage tanks have state operated funds which reimburse
the Company for certain  cleanup costs and  liabilities  incurred as a result of
leaks in  underground  storage tanks.  These funds,  which  essentially  provide
insurance coverage for certain environmental liabilities, are funded by taxes on
underground  storage tanks or on motor fuels  purchased  within each  respective
state.  The coverages  afforded by each state vary but  generally  provide up to
$1,000,000  for the  cleanup of  environmental  contamination  and most  provide
coverage for third-party liability as well. The funds require the Company to pay
deductibles  ranging from $5,000 to $25,000 per occurrence.  The majority of the
Company's  environmental  contamination cleanup activities relate to underground
storage  tanks  located in Texas.  Due to an increase in claims  throughout  the
state,  the Texas  state  environmental  trust  fund has  significantly  delayed
reimbursement  payments for certain  cleanup costs after  September 30, 1992. In
1993,  the  Texas  state  fund  issued  guidelines  that,  among  other  things,
prioritize  the timing of future  reimbursements  based upon the total number of
tanks operated by and the financial net worth of each applicant. The Company has
been classified in the category with the lowest priority.  Because the state and
federal  governments  have the right,  by law, to levy  additional  fees on fuel
purchases,  the  Company  believes  these  clean up  costs  will  ultimately  be
reimbursed.  Due to  the  uncertainty  of  the  timing  of  the  receipt  of the
reimbursements, the claims for reimbursement of environmental remediation costs,
totaling  $1,306,000  and  $1,297,000 at September 26, 1999,  and year end 1998,
respectively,  have been classified as long-term receivables and are included in
other assets in the accompanying consolidated balance sheets. Effective December
22, 1998, this trust arrangement was terminated with respect to future,  but not
past,  environmental costs. Therefore,  the Company's environmental costs in the
future could increase.

(c)  Other

   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 such matters will not have
a  material  effect  on  the  consolidated  financial  position  or  results  of
operations of the Company.

<PAGE>


                           FFP MARKETING COMPANY, INC.
                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                   FINANCIAL CONDITION AND RESULTS OF OPERATIONS
                                September 26, 1999
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                                    and wholesale fuel sales

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

   The Company  incurred a net loss of $792,000  for the third  quarter of 1999,
compared to a net income of $394,000 for the third quarter of 1998.  The Company
incurred a net loss of $1,027,000 for the first nine months of 1999, compared to
net income of $331,000 for the corresponding  period in 1998.  Principal reasons
for the 1999 third  quarter  loss  include a 24.8%  lower fuel margin per gallon
from  retail  sales,  an  extraordinary  loss of  $375,000  associated  with the
Company's  refinancing  of  long-term  debt  in  the  third  quarter,  including
prepayment  penalties  and  previously  unamortized  loan fees,  and  additional
interest expense of $712,000.
<PAGE>

FUEL SALES AND MARGINS

                           THIRD QUARTER                YEAR-TO-DATE
                                   Change                            Change
                 1999     1998  Amount Percent    1999    1998    Amount Percent
                             (In thousands, except per gallon data)

Fuel sales     $101,556 $77,871 $23,685  30.4%  $266,766 $239,275 $27,491 11.5%

Fuel margin       6,900   7,469    (569) (7.6%)   20,601   20,472     129  0.6%

Gallons sold
  Retail         67,168  59,070   8,098  13.7%   197,910  178,329  19,581 11.0%
  Wholesale      31,124  26,062   5,062  19.4%    82,864   73,278   9,586 13.1%
  Total          98,292  85,132  13,160  15.5%   280,774  251,607  29,167 11.6%

Average per gallon
  sales price     $1.03   $0.91   $0.12  13.2%     $0.95    $0.95   $0.00  0.0%

Margin per gallon (cents)
  Retail            8.8    11.7    (2.9)(24.8%)      9.2     10.6   (1.4)(13.2%)
  Wholesale         1.8     1.8     0.0   0.0%       1.8      1.9   (0.1) (5.3%)

   Total motor fuel sales of  98,292,000  and  280,774,000  gallons in the third
quarter  and first nine months of 1999,  respectively,  reflected  increases  of
15.5% and 11.6%,  respectively,  over motor  fuel sales in the  comparable  1998
periods.  Motor fuel dollar  revenues in the third quarter and first nine months
of  1999  increased  by  $23,685,000  and  $27,491,000,   respectively,  showing
improvements  of 30.4% and 11.5%,  respectively,  compared to the  corresponding
periods of the prior year.  Gross profit margin on motor fuel sales decreased by
$569,000 in the third  quarter of 1999,  when  compared to the third  quarter of
1998, or 7.6%,  and increased by $129,000,  or 0.6%, in the first nine months of
1999,  compared to the same period in the  previous  year.  These  results  were
favorably  impacted  primarily by sales at 25 additional  convenience  stores or
truck stops acquired on February 26, 1999, but were offset by a 24.8% decline in
per gallon retail  profit  margin  during the third quarter of 1999.  The retail
fuel margin in the third quarter of 1999 was 8.8 cents per gallon as compared to
11.7 cents per gallon in the third  quarter of 1998.  At many of its  locations,
the Company  continues to face increased  competition  from  traditional  retail
motor fuel marketers,  as well as new retail gasoline outlets being installed at
supermarkets,  discount  stores and other  businesses not previously  engaged in
retail gasoline marketing.

   Wholesale fuel sales increased by 5,062,000  gallons,  or 19.4%, in the third
quarter  of 1999  compared  to 1998,  while the per  gallon  margin on the sales
remained  constant  at 1.8  cents  per  gallon.  For  the  year-to-date  period,
wholesale  fuel sales  increased in 1999 by 9,586,000  gallons,  or 13.1%,  when
compared to 1998.  This increase in wholesale fuel margin,  in dollars,  did not
offset the  decline or flat  results  from  retail  fuel  margin  dollars in the
periods presented.

   The mix, in gallons,  during the third  quarter of 1999 between  retail sales
versus wholesale sales declined  slightly to a retail sales percentage of 68.3%,
compared to 69.4% for the same period of the prior year.  This decreased  retail
percentage  resulted in a reduction in gross fuel profit  because the retail per
gallon  margin is higher than  wholesale  per gallon  margin.  The retail versus
wholesale sales mix, in gallons,  for the  year-to-date  period in 1999 remained
relatively  constant  at 70.5%  retail,  when  compared  to 70.9%  retail in the
corresponding period in 1998.

MERCHANDISE SALES AND MARGINS

                            THIRD QUARTER                YEAR-TO-DATE
                                   Change                           Change
                 1999    1998   Amount Percent   1999     1998   Amount Percent
                      (In thousands, except average weekly sales data)

Mdse sales    $30,023  $24,199  $5,824  24.1%  $85,677  $71,680  $13,997  19.5%

Mdse margin     9,000    7,843   1,157  14.8%   25,453   22,269    3,184  14.3%

Margin percentage, convenience stores
 and truck stops 28.4%   31.8%   (3.4%)(10.7%)   28.3%    30.4%    (2.1%) (6.9%)

Average weekly mdse sales -
 Convenience
  stores      $11,185   $9,465  $1,720  18.2%  $11,011   $9,122   $1,889  20.7%
 Truck stops   17,284   18,014    (730) (4.1%)  17,064   17,305     (241) (1.4%)

   Merchandise  sales  increased by  $5,824,000  (24.1%) in the third quarter of
1999 and by almost $14 million  (19.5%) for the first nine months of 1999,  when
compared  to the  corresponding  periods  of 1998.  A  principal  factor for the
increase was an increase in the sales price of tobacco  products and  additional
sales from the stores purchased on February 26, 1999.  Merchandise  gross profit
increased  by  $1,157,000 (14.8%) and  $3,184,000 (14.3%) for the three and nine
month periods of 1999, respectively,  when compared to the corresponding periods
of the prior year. Merchandise margins decreased by 10.7% and 6.9% for the three
and nine month  periods of 1999,  respectively,  compared  to the  corresponding
periods of the previous year.  Although  merchandise gross profit increased,  in
dollars,  for the three and nine  months  periods of 1999,  overall  merchandise
margin  percentages  decreased for such periods because the Company's  increased
sales  of  cigarettes  and beer  during  those  periods  were  greater  than its
increased sales of higher margin products.

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 and various other types of income.  Miscellaneous
revenues  increased by $425,000 and $640,000,  or 20.1% and 9.1%,  respectively,
for the three and nine month periods in 1999, respectively, when compared to the
corresponding  periods in 1998.  Miscellaneous  revenues  for the three and nine
month  periods  rose  because the Company  operated  additional  stores in 1999,
offset in part by a reduction in money order fee income.

   Direct store expenses increased in the third quarter and first nine months of
1999 by $2,194,000  (19.4%) and $4,592,000  (13.8%),  respectively,  compared to
corresponding  periods in the prior year. The primary reason was attributable to
operating  the 25  additional  stores  acquired  in  February  1999,  repair and
maintenance expense, and increased store-level payroll and related costs.

   General and  administrative  expenses  decreased  by $484,000  (12.7%) and by
$767,000  (6.8%) in the  three and nine  month  periods  of 1999,  respectively,
compared  to the same  periods  of 1998.  General  and  administrative  expenses
declined in 1999, in spite of operating a greater number of stores than in 1998,
because  certain  bad debt  expenses  in 1998  from the  Company's  money  order
activities were not incurred in 1999.

   Depreciation  and  amortization  increased by $209,000 (13.6%) in the current
quarter,  when  compared to the  corresponding  quarter in 1998.  This  increase
resulted  from  depreciation  of property and equipment  additions  during 1999,
primarily comprised of the buildings  capitalized under the 14 capital leases of
buildings  acquired in the February 1999  acquisition of stores and the fixtures
and  equipment  at 25  stores  acquired  at  the  same  time.  Depreciation  and
amortization  increased  in the  year-to-date  period by a  similar  percentage,
14.0%, for the same reason.

   Interest  income rose from  $393,000 in the third quarter of 1998 to $451,000
in the third quarter of 1999, a 14.8%  increase,  and from $566,000 in the first
nine  months of 1998 to  $1,095,000  in the first nine  months of 1999,  a 93.5%
increase.  These increases principally resulted from interest income received on
Company's  note  receivable  from FFP  Partners.  After  the  close of the third
quarter of 1999,  the Company  received full  repayment for this note.  Interest
income should decline in subsequent  quarters because such funds are expected to
be invested in assets that will not earn interest income.

   Interest expense  increased by $712,000  (145.3%) and by $1,852,000  (188.4%)
during  the third  quarter  and first  nine  months of 1999,  when  compared  to
corresponding periods of 1998. Interest expense increased for several reasons: a
higher  level of debt in the  first  six  months  of 1999  than in the first six
months of 1998 under the Company's revolving line of credit, interest expense on
the capitalized leases of buildings acquired in the February 1999 acquisition of
stores,  indebtedness of $3,812,000 incurred at the end of the second quarter of
1999 in excess of the  revolving  line of credit  paid off at that  time,  and a
higher interest rate,  although fixed, of 9.9% per annum payable on the new debt
instead of a variable prime rate payable on the debt  refinanced.  The increased
interest  expense  is  expected  to  continue  in the  foreseeable  future.  See
"Liquidity and Capital Resources", below.

   As a  result  of its  refinancing  of  long-term  indebtedness  in the  third
quarter,  the Company incurred an extraordinary  loss of $375,000,  comprised of
various  prepayment  penalties  incurred for the new  financing and an expensing
previously unamortized loan costs associated with the debt that was repaid.

LIQUIDITY AND CAPITAL RESOURCES

   In October 1999, the Company  received payment in full from FFP Partners on a
note payable to the Company in the amount of $13,334,000.  At the same time, the
Company repaid a note payable to FFP Partners in the amount of  $2,572,000.  Net
proceeds in the amount of  approximately  $10,700,000 were received at that time
by the  Company and are  providing  additional  liquidity  for the  Company.  In
connection with that new financing obtained by FFP Partners, the Company amended
its lease agreement for 35 properties by executing a master lease agreement with
a 20-year term and exercised  options to extend the term of its existing  leases
for another 28 properties for a full 20-year term.

   The Company  closed a loan to refinance  long-term debt of $19,988,000 on the
last  business  day of its  second  fiscal  quarter  of  1999.  The new  loan of
$23,800,000  was funded at that time,  and the loan  proceeds were escrowed that
weekend at a title company pending the receipt of confirmation of filing of lien
documents for the new loan. On June 28, 1999,  the first day of the third fiscal
quarter,  the old debt was repaid in full with the funds from the new loan being
held  in  escrow  for  such  purpose.   Such  loan  repayment,   along  with  an
extraordinary loss for prepayment penalties and previously unamortized loan fees
of $375,000, is reflected in the financial statements for the third quarter.

   This new loan is  expected  to provide  additional  liquid  resources  in the
fourth  quarter as the amount of such new debt exceeds the debt paid off.  After
payment of loan costs and expenses,  this additional  liquidity is approximately
$2,600,000,  and is held in escrow until a new line of credit for $10,000,000 is
put into  place,  which is a  requirement  made by that  lender.  The lender has
extended  the date for the  Company's  acquisition  of the line of credit  until
December 15, 1999, and the Company expects to acquire the line of credit by that
time.  The  terms of that  line of  credit  are  expected  to allow  for  credit
extension up to a borrowing base equal to 80% of the Company's eligible accounts
receivable and 60% of the eligible inventory at its terminal facility in Euless,
Texas. Amounts borrowed under the revolver are expected bear interest at 1% over
prime with monthly payments of accrued interest.

   The  Company's  working  capital at the end of the third  quarter of 1999 was
$9,375,000  as  compared  to a  negative  $4,557,000  at the  end of  1998.  The
improvement  resulted  from  several  factors:  an  increase  in cash  and  cash
equivalents  of  $6,937,000  (72.7%);  a  $8,919,000  increase  (74.9%) in trade
receivables,  a $6,249,000  increase  (40.5%) in  inventories,  and a $1,535,000
reduction  (10.1%)  in money  order  payables,  offset  in part by a  $8,672,000
increase (53.4%) in accounts payable.  These working capital increases  resulted
primarily from increased fuel and  merchandise  prices being  reflected in trade
receivables  and  inventories,  the  Company's  acquisition  of operations of 25
convenience  stores and truck stops on February 26, 1999, and offset the loss of
a significant third party money order agent during the second quarter of 1999.

   Summer is typically the Company's  strongest period of the year when revenues
and cash flows generally increase. Consequently,  although the Company's working
capital is  affected by the seasons of the year,  management  believes  that its
internally  generated funds and use of trade credit,  along with a new bank line
of credit currently being pursued,  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 third quarter of 1999
of $13,655,000.  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" ISSUE

   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
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 is continuing to follow-up
with the above  vendors as required.  Testing  compliance  with major vendors is
planned for the  remainder  of the year.  The  following  reflects  management's
assessment of the Company's Y2K state of readiness on September 26, 1999:

                                                         Estimated  Estimated
                                                        Percentage  Completion
                                                         Completed     Date
Phase
Internal IS and Non-IS systems and equipment:
     Awareness                                              96%      Dec 1999
     Assessment                                             93%      Dec 1999
     Remediation                                            93%      Dec 1999
     Testing                                                90%      Dec 1999
     Contingency planning                                   85%      Dec 1999
Suppliers, customers and third party providers:
     Awareness-identify companies                          100%        n/a
     Assessment questionnaire completed by
           major suppliers                                  70%      Nov 1999
     Assessment review with third party
           providers                                        70%      Dec 1999
     Review contractual commitments                         10%      Dec 1999
     Risk assessment                                        90%      Dec 1999
     Contingency planning                                   85%      Dec 1999
     Testing as applicable                                  90%      Dec 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
$650,000  to  $750,000,   of  which  about   one-half  will  be  capital  costs.
Approximately  $650,000  of these  costs  have been  incurred  to date,  and any
remaining costs will be funded through  operating cash flow. These costs include
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 the end of the year.

   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

   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 believes that its operations are subject to insignificant  market
risks related to variable  interest rates and commodity prices. On the first day
of the third quarter,  the Company repaid its primary bank debt in full with the
proceeds of new fixed rate financing. However, the Company is currently pursuing
a new line of credit with  interest  expense to be  calculated  according to the
prime rate of interest,  which is subject to change.  Thus,  if that new debt is
put into place, an increase in the prime rate would result in an increase in its
interest expense.

   The Company is subject to the market risk of increasing  commodity prices and
sometimes  is a party to commodity  futures and forward  contracts to hedge that
risk.  Open positions  under  commodity  futures and forward  contracts were not
significant at the end of the third quarter of 1999.
<PAGE>

                      EXHIBITS AND REPORTS ON FOR 8-K

Exhibits

   27                Financial Data Schedule.

Reports on Form 8-K

   None.


                                SIGNATURES

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

                                      FFP Marketing Company, Inc.
                                      Registrant

Date: 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