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 27, 1998, or

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

   For the transition period from _______________ to _______________

                           Commission File No. 1-13727

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


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

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

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


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

                             Common Shares 3,787,081
             (Number of shares outstanding as of November 12, 1998)


<PAGE>

                            FFP MARKETING COMPANY, INC.
                                  Form 10-Q/A
                               September 27, 1998

   FFP Marketing Company,  Inc. (the "Company") amends and entirely restates its
Form 10-Q  Quarterly  Report  for the  Company's  third  quarter  of 1998  ended
September  27,  1998,  filed with the  Securities  and  Exchange  Commission  on
November 16, 1998.

   The Company is also amending its other 1998  quarterly  reports,  i.e.,  Form
10-Q Quarterly  Report for its first quarter ended March 29, 1998, and Form 10-Q
Quarterly  Report for its second quarter ended June 28, 1998. All three of these
amended  quarterly reports are filed to reflect certain  adjustments  originally
reported in the fourth  quarter of 1998, as included in the Company's  1998 Form
10-K Annual Report for its year ended  December 27, 1998,  filed April 12, 1999.
The  adjustments  did not result from a change made in accounting  principles or
practices of the Company but were made as a result of its own internal 1998 year
end  accounting  review and, to a lesser  extent,  its 1998 year end audit.  The
reasons are set forth below.

   These  adjustments do not alter the net income (loss) reported for the fiscal
year ended December 27, 1998, as shown in the table below.  The  adjustments are
summarized for each of the three-month periods as follows:

                                     Three Months Ended              Year Ended
                            Mar. 29, June 28,  Sept. 27,  Dec. 28,     Dec. 27,
                              1998     1998      1998     1998           1998
                                         (In thousands)

Net income/(loss) as
  originally reported         $336    $(203)     $613  $(1,209)         $(463)
Adjustments                    (59)    (137)     (219)     415              0
Net income/(loss)
  as adjusted                 $277    $(340)     $394    $(794)         $(463)

Per share amounts -
   Net income/(loss)
       per share - basic    $ 0.09   $(0.05)   $ 0.16   $(0.32)        $(0.12)
   Effect of adjustments    $(0.02)  $(0.04)   $(0.06)  $ 0.12         $ 0.00
   Net income/(loss)
       per share - basic    $ 0.07   $(0.09)   $ 0.10   $(0.20)        $(0.12)

   Net income/(loss)
       per share - diluted  $ 0.09   $(0.05)   $ 0.16   $(0.32)        $(0.12)
   Effect of adjustments    $(0.02)  $(0.04)   $(0.06)  $ 0.12         $ 0.00
   Net income/(loss)
       per share - diluted  $ 0.07   $(0.09)   $ 0.10   $(0.20)        $(0.12)


   The  reasons  for  adjustments  for the three and nine  month  periods  ended
September 27, 1998, are summarized as follows:

                                                       Three Months  Nine Months
                                                            (In thousands)

Record rent expense at location 849                        $(10)       $ (10)
Record management fee income                                 17           17
Reverse duplicate billing of miscellaneous revenues           0          (10)
Expense small EPA fees at 450 locations                     (12)         (19)
Record additional gain on sale of property                    0           15
Additional depreciation at closed locations                 (19)        (124)
Adjustment to reconcile inventory at 25 closed locations   (310)        (502)
Income tax benefit of foregoing adjustments                 115          218

      Total adjustments                                   $(219)      $ (415)


<PAGE>
                  FFP Marketing Company, Inc., and Subsidiaries
                       Condensed Consolidated Balance Sheets
                                (In thousands)
                                  (Unaudited)

                                               September 27,   December 28,
                                                    1998          1997
                                                (Restated)
                   Assets

Current Assets -
    Cash and cash equivalents                      $9,646        $9,389
    Trade receivables                              15,389        10,732
    Notes receivable from affiliates                1,696           426
    Notes receivable                                  752           737
    Inventories                                    15,813        15,820
    Prepaid expenses and other                      2,350         1,077
        Total current assets                       45,646        38,181
Property and equipment, net                        32,991        32,095
Note receivable from affiliate                     13,344             0
Other assets, net                                   5,897         5,054
        Total Assets                              $97,878       $75,330

    Liabilities and Stockholders' Equity

Current Liabilities -
    Current installments of long-term debt         $1,556        $1,208
    Current installments of obligation under
        capital lease                                 638           917
    Accounts payable                               15,954        15,319
    Money orders payable                           14,809        11,299
    Accrued expenses                               10,400         9,623
        Total current liabilities                  43,357        38,366
Long-term debt, excluding current installments     22,755        21,465
Obligations under capital lease, excluding
     current installments                           2,870         3,110
Deferred income taxes                               3,727         3,259
Other liabilities                                   2,616         2,866
        Total Liabilities                          75,325        69,066
Stockholders' Equity
    Common stock and retained earnings             22,553        22,202
    Reduction for joint debt obligations                0       (15,938)
        Total Stockholders' Equity                 22,553         6,264
 Total Liabilities and Stockholders' Equity        $97,878       $75,330

       See accompanying notes to Condensed Consolidated Financial Statements.

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

                                 Three Months Ended        Nine Months Ended
                                  Sept 27, Sept 28,       Sept 27,  Sept 28,
                                    1998     1997           1998      1997
                                  (Restated)             (Restated)

Revenues
    Motor fuel                     $77,871    $79,032    $239,275   $238,257
    Merchandise                     24,199     15,633      71,680     45,114
    Miscellaneous                    2,367      1,394       7,299      4,702
        Total Revenues             104,437     96,059     318,254    288,073

Costs and Expenses
    Cost of motor fuel              70,402     73,472     218,803    222,686
    Cost of merchandise             16,356     10,853      49,411     31,719
    Direct store expenses           11,283      7,035      33,157     20,567
    General and administrative
         expenses                    3,807      3,008      11,282      8,901
    Depreciation and amortization    1,537      1,472       4,310      3,986
        Total Costs and Expenses   103,385     95,840     316,963    287,859

Operating Income/(Loss)              1,052        219       1,291        214
    Interest expense                   349        460         669      1,108


Income/(loss) Before Income Taxes      703       (241)        622       (894)

    Income tax expense/(benefit)
        Current                         22          0          16          0
        Deferred                       287        134         275        403
        Total                          309        134         291        403

Net Income/(Loss)                     $394      $(375)       $331    $(1,297)


Net income/(Loss) Per Share -
    Basic                            $0.10     $(0.10)      $0.09     $(0.35)
    Diluted                           0.10      (0.10)       0.09      (0.35)

Pro Forma Information (note 5) -
    Historical income/(loss) before taxes        (241)                  (894)
    Pro forma income tax (benefit)               (94)                   (349)
Pro Forma Net Income/(Loss)                    $(147)                  $(545)
Pro Forma Net Income/(Loss) Per Share -
         Basic                                $(0.04)                 $(0.14)
         Diluted                               (0.04)                  (0.14)



       See accompanying notes to Condensed Consolidated Financial Statements.



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

                                                   Nine Months Ended
                                               September 27,   September 28,
                                                   1998            1997
                                                (Restated)
Cash Flows from Operating Activities -
    Net income/(loss)                                $331       $(1,297)
    Adjustments to reconcile net income/(loss)
      to cash provided by operating activities -
         Depreciation and amortization              4,310         3,986
         Deferred income tax expense                  468           403
         Net change in operating assets
          and liabilities                          (1,243)        2,750
    Net cash provided by operating activities       3,866         5,842

Cash Flows from Investing Activities -
    Advances from affiliate, net of reduction for
         joint debt obligations                       905             0
     Additions/(reductions) in notes receivable      (772)           92
    Additions of property and equipment, net       (4,881)       (7,127)
    Net cash (used) by investing activities        (4,748)       (7,035)

Cash Flows from Financing Activities -
    Proceeds from exercise of stock options            20             0
    Net borrowings under credit facilities          1,119           203
    Net cash provided by financing activities       1,139           203

Net Increase/(Decrease) in cash and cash
  equivalents                                         257          (990)

Cash and cash equivalents at beginning of
   period                                           9,389         8,244
Cash and cash equivalents at end of period         $9,646        $7,254


       See accompanying notes to Condensed Consolidated Financial Statements.
<PAGE>

              FFP Marketing Company, Inc., and Subsidiaries
           Notes to Condensed Consolidated Financial Statements
                           September 27, 1998
                              (Restated)
                              (Unaudited)

1.  Basis of Presentation

   These  Condensed   Consolidated  Financial  Statements  include  the  assets,
liabilities,  and results of operations of FFP Marketing Company,  Inc., and its
wholly owned subsidiaries, FFP Operating Partners, L.P., Direct Fuels, L.P., FFP
Financial Services,  L.P., Practical Tank Management,  Inc., FFP Transportation,
L.L.C.,  FFP Money Order  Company,  Inc.,  FFP  Operating  LLC, and Direct Fuels
Management  Company,  Inc.,  collectively  referred to as "FFP Marketing" or the
"Company."

   The Condensed  Consolidated  Balance Sheet as of September 27, 1998,  and the
Consolidated  Statements of Operations and Condensed Consolidated  Statements of
Cash Flows for the three and nine month  periods ended  September 27, 1998,  and
September 28, 1997, have not been audited.  These  financial  statements for the
periods  ending  September  27,  1998,  have been  restated  to reflect  certain
adjustments  originally made by the Company in its financial  statements for the
year ended  December  27, 1998,  which were  attributable  to the periods  ended
September 27, 1998. 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 27, 1998,  and the results of operations and
cash flows for the periods presented,  have been made. Interim operating results
are not necessarily indicative of results for the entire year.

   The Company was formed in connection with the December 1997  restructuring of
FFP Partners,  L.P. ("FFP  Partners").  In that  restructuring  transaction  FFP
Partners retained, and leased to the Company,  certain real property now used in
the Company's  retail  operations  and  transferred  all of its other assets and
businesses to the Company. Unless the context requires otherwise,  references in
these  Financial  Statements to "FFP  Marketing" or the "Company" for periods or
activities  prior to the completion of the December 1997  restructuring  include
the  activities  of FFP  Partners  and  its  then  subsidiaries,  which  are now
subsidiaries of the Company.

   The notes to the audited consolidated financial statements which are included
in the  Company's  Annual  Report on Form 10-K for the year ended  December  28,
1997,  include a  description  of certain  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 27, 1998, and as discussed below.

   Certain  amounts  previously  reported  in the  1997  Condensed  Consolidated
Financial Statements have been reclassified to conform to the 1998 presentation.


2.  Notes Payable and Long-Term Debt

   On June 30, 1998,  the Company  refinanced  its December  1997 purchase of 94
convenience  stores.  That financing  consists of 44 fully  amortizing  mortgage
loans in the aggregate original  principal amount of $9,420,000,  at an interest
rate of 8.66%,  with  maturities  ranging from 112 to 180 months,  and requiring
initial aggregate  payments of principal and interest of $101,000 per month. The
proceeds of these loans were used to repay the $5,735,000  balance on the bridge
loan used to finance the  purchase  of the  outlets  and for  general  corporate
purposes.

   Effective June 28, 1998, the Company,  the Company's  primary bank lender and
FFP Partners  reached an agreement to restructure the debt due to the lender for
which FFP Partners had retained the  liability in  connection  with its December
1997  restructuring.  The Company acquired its operations in connection with the
December 1997 restructuring of FFP Partners.  Under the June 1998 agreement, the
lender permitted a subsidiary of the Company to loan FFP Partners  approximately
$14,773,000  (the then  current  balance on the debt due to the lender for which
FFP Partners had retained  liability in the restructuring) and agreed to release
FFP Partners from all obligations under the Loan Agreement covering its loans to
the Company.  The interest rate and repayment  terms of the loan to FFP Partners
mirror such terms  (which are  unchanged  from year end 1997) of the debt to the
lender.  The revised  agreement  with the lender also  required that the loan be
secured by all real estate owned by FFP  Partners  and be pledged as  additional
collateral on the debt to the lender,  that all proceeds received by the Company
from the loan to FFP  Partners  be applied to the term loan of the lender to the
Company,  and that the  Company  be added as a  primary  obligor  under the Loan
Agreement.  As a result of that  agreement,  joint liability no longer exists on
the  debt  obligations  to the  lender,  and  the  reduction  in  the  Company's
stockholders' equity for such liability was removed as of June 28, 1998.


3.  Income/(Loss) per Share

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

                                          Three Months Ended   Six Months Ended
                                           Sept 27, Sept 28,   Sept 27, Sept 28,
                                              1998    1997       1998    1997
                                                       In thousands

Weighted average number of common
      shares outstanding                     3,782   3,779      3,780   3,779
Effect of dilutive options                     135       0        112       0
Weighted average number of common
      shares outstanding, assuming dilution  3,917   3,779      3,892   3,779

   No options that could potentially dilute basic income/(loss) per share in the
future were included in the computation of diluted  income/(loss)  per share for
the three and nine months ended September 28, 1997,  because to do so would have
been antidilutive.

4.  Reporting of Comprehensive Income

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


5.  Income Taxes

   FFP Partners  was, and continues to be, a limited  partnership.  Accordingly,
the  operations of FFP Partners  prior to the December 1997  restructuring  were
subject to income tax treatment as a partnership. As a partnership,  such entity
did not pay income taxes but  allocated  its income and losses to its  partners,
who paid income taxes on such amounts.  Because the Company is a corporation and
subject to income taxes  itself,  the financial  statements  include a pro forma
provision  for income taxes during the 1997 periods  presented as if the Company
had been a taxable corporation for such periods.


<PAGE>
                           FFP Marketing Company, Inc.
                      Management's Discussion and Analysis of
                   Financial Condition and Results of Operations


General

   The Company was formed in connection with the December 1997  restructuring of
FFP Partners,  L.P. ("FFP  Partners").  In that  restructuring  transaction  FFP
Partners retained, and leased to the Company,  certain real property now used in
the Company's  retail  operations  and  transferred  all of its other assets and
businesses to the Company. Unless the context requires otherwise,  references in
this report either to "FFP Marketing" or the "Company" for periods or activities
prior  to  the  completion  of  the  December  1997  restructuring  include  the
activities of FFP Partners and its then subsidiaries, which are now subsidiaries
of the Company.


Results of Operations

Fuel Sales and Margins


                              Third  Quarter               Year-to-Date
                                    Change                            Change
                   1998    1997  Amount   Percent  1998     1997  Amount Percent
                           (In thousands, except per gallon data)

Fuel sales      $77,871 $79,032 $(1,161) (1.5%)  $239,275 $238,257 $1,018   0.4%
Fuel margin       7,469   5,560   1,909  34.3%     20,472   15,571  4,901  31.5%
Gallons sold
   Retail        59,070  49,800   9,270  18.6%    178,329  149,517 28,812  19.3%
   Wholesale     26,062  21,668   4,394  20.3%     73,278   63,916  9,362  14.6%
   Total         85,132  71,468  13,664  19.1%    251,607  213,433 38,174  17.9%
Margin per
gallon(cents)
   Retail          11.7    9.9     1.8   18.2%       10.6    9.2      1.4  15.2%
   Wholesale        1.8    2.0    (0.2) (10.0%)       1.9    2.3    (0.4)(17.4%)

   The Company was able to maintain  relatively  constant  motor fuel sales,  in
dollars,   in  both  the  third  quarter  and  the  year-to-date   period  while
substantially  increasing  fuel margins when compared to  comparable  periods in
1997.  Retail fuel volumes and fuel margins both improved for the three and nine
month periods as a result of the additional 94 convenience  stores acquired late
in 1997.  Wholesale  fuel volumes  increased  for both the third quarter and the
year-to-date  periods,  while wholesale fuel margins decreased for the three and
nine month periods.

   Overall  fuel  margins  increased  by 34.3%  and 31.5% for the three and nine
month  periods,  respectively.  The increase in retail fuel margins in the third
quarter and the  year-to-date  period offset a decline in wholesale fuel margins
in the comparable periods.


Merchandise Sales and Margins


                              Third  Quarter               Year-to-Date
                                     Change                           Change
                     1998  1997  Amount Percent      1998   1997  Amount Percent
                          (In thousands, except average weekly sales data)

Mdse sales        $24,199 $15,633 $8,566 54.8%   $71,680  $45,114  $26,566 58.9%
Mdse margin         7,843   4,780  3,063 64.1%    22,269   13,395    8,874 66.2%
Margin percentage,
  convenience stores and
  truck stops       31.8%   29.0%   2.8%  9.7%     30.4%    27.9%     2.5%  9.0%
Average weekly
  mdse sales per store:
 Convenience
    stores         $9,465 $10,258 $(793)(7.7%)    $9,122   $9,852   $(730)(7.4%)
 Truck stops       18,014  17,224   790  4.6%     17,305   16,469     836  5.1%

  Merchandise  sales and merchandise  margins  increased  significantly  in the
third quarter and the  year-to-date  period  principally  from operations at the
additional 94 convenience  stores acquired in December 1997.  Merchandise  sales
increased by 54.8% and 58.9% in the three and nine month periods,  respectively.
At the same time,  merchandise margins also improved  significantly for the same
periods, by 64.1% and 66.2%, respectively.

   As with fuel and merchandise  volumes,  miscellaneous  revenues  increased in
both the third  quarter  and the  year-to-date  period,  largely  as a result of
additional  revenue achieved from the 94 convenience stores acquired in December
1997.  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.

   Direct  store  expenses  are those  expenses,  such as  salaries,  utilities,
repair,  maintenance,  and rent, that are directly attributable to the operation
of the Company's retail outlets.  These expenses increased by $4,248,000 (60.4%)
in the third quarter and $12,590,000  (61.2%) in the year-to-date  period due in
part to the expenses of operating the  additional  outlets  acquired in December
1997.  In addition,  as a result of the  restructuring  by which the Company was
formed,  the Company now pays rent on a number of locations  that were  formerly
owned by the Company.  This additional rent of approximately  $216,000 per month
is reflected in direct store expenses.

   General  and  administrative  expenses  increased  by  $799,000  (26.6%)  and
$2,381,000 (26.7%) in the third quarter and year-to-date periods,  respectively.
These  increases  are  principally  due  to  the  additional  field  supervisory
personnel  to oversee  the  operations  of the  convenience  stores  acquired in
December  1997,  operating  costs at the  Company's  fuel  terminal  which began
operations  in June  1997,  and  increased  bad  debt  expenses  related  to the
Company's money order activities.

   Depreciation  and  amortization  expenses  increased  by  $65,000  (4.4%) and
$324,000  (8.1%) in the third quarter and  year-to-date  periods,  respectively.
These  increases  resulted from the relatively  high level of property  addition
during 1997,  which were  primarily  associated  with the upgrade of underground
storage  tanks to meet  1998  environmental  requirements,  depreciation  of the
fixtures  and  equipment  acquired  in  the  December  1997  purchase  of the 94
convenience stores, and depreciation of equipment at the Company's fuel terminal
which began  operating in June 1997,  offset by the reduction in depreciation on
the  buildings  that  were  retained  by  FFP  Partners  in  the  December  1997
restructuring mentioned above.

   Interest expense  decreased in both the third quarter and  year-to-date  time
frames as a result of the restructuring of debt by the Company, FFP Partners and
the Company's  primary bank lender in June 1998,  offset by additional  interest
expense  related to the debt incurred by the Company to purchase the  additional
convenience stores in December 1997.

   In 1997 and prior  years,  the  Company  was  treated  as a  publicly  traded
partnership for income tax purposes. However, the Company knew that the phase-in
rules  under the  Internal  Revenue  Code of 1986 would  cause the Company to no
longer be treated as a  partnership  for income tax purposes at the end of 1997.
Accordingly,   the  Company  recorded  deferred  income  taxes  associated  with
differences in the timing of the  recognition for financial and tax reporting of
those items that were expected to reverse after the Company  became taxable as a
corporation  in January 1998.  The  "current"  income tax "expense" or "benefit"
that would  otherwise have been recorded by the Company had it been taxable as a
corporation  was allocated to its partners  prior to 1998.  However,  in January
1998, as a result of the  expiration of its  grandfathered  status as a publicly
traded partnership and in connection with the December 1997 restructuring of FFP
Partners, the Company became taxable as a corporation and began recording income
tax expense accordingly.

Liquidity and Capital Resources

   The Company's working capital at the end of the third quarter was $2,289,000,
which compared  favorably to a negative  $185,000 of working capital at year end
1997. This change resulted from improved  operations in the first three quarters
of 1998 and the agreement among the Company,  the Company's  primary bank lender
and FFP  Partners  to  restructure  the debt due to the  lender  for  which  FFP
Partners had  retained  the  liability  in  connection  with its  December  1997
restructuring.  Under that  agreement  in June 1998,  the lender  permitted  the
Company to loan FFP Partners approximately $14,773,000 (the then current balance
of the debt due the lender for which FFP Partners had retained  liability).  The
interest rate and repayment terms of that loan mirrors such terms of the debt to
the lender. The loan is secured by all real estate owned by FFP Partners and the
loan is pledged as additional collateral on the debt to the lender. In addition,
all  proceeds  received by the  Company  from the loan to FFP  Partners  must be
applied to the term loan of the lender to the Company,  and the Company has been
added as a primary obligor under the Loan  Agreement.  Since the repayment terms
of this loan mirrors the repayment terms of the debt to the lender,  the Company
has a current  receivable  equivalent to the current  amount due on the debt. In
addition,  since there is no longer any joint liability on the debt  obligations
to the lender,  the  reduction of  stockholders'  equity for such  liability was
removed as of June 28, 1998.

   On June 30, 1998,  the Company  completed  refinancing  of its purchase of 94
convenience  stores  acquired in December 1997.  This  financing  consists of 44
loans with an aggregate  original  principal  amount of  $9,420,000.  All of the
loans bear interest at 8.66% and have maturities ranging from 112 to 180 months.
The loans  require  initial  aggregate  payments of  principal  and  interest of
$101,000 per month.  With the proceeds of these  loans,  the Company  repaid the
$5,735,000  balance  on the  bridge  loan used to finance  the  purchase  of the
outlets and for general corporate purposes.

   The Company believes that its internally  generated funds and traditional use
of trade credit,  along with its bank line of credit,  will allow its operations
to be conducted in a customary manner.

Year "2000" Computer Issues

   The  Company  uses a variety of  computer  software  programs  to operate and
manage its  businesses.  The functioning of such software is subject to problems
if it does not properly  interpret  dates in the year 2000 and beyond.  Software
which  properly  handles  dates  beginning  in 2000 is  said  to be  "year  2000
compliant."  The  Company's  principal  accounting  and  management  information
software is currently  year 2000  compliant,  as is its computer  networking and
operating system software.  The Company uses some internally  produced  software
which is not year 2000 compliant but believes that the cost to modify or replace
this software such that it is year 2000 compliant will not be significant.

   However, the Company is also dependent upon software used in conjunction with
or provided by third parties,  such as its merchandise and fuel vendors,  banks,
credit card processing companies,  and check approval vendors.  While the direct
cost of rendering  any software  provided by these  vendors year 2000  compliant
will be borne by the respective vendors, there could be an adverse impact on the
Company's  operations  if the necessary  modifications  are not made in a timely
manner.  The vendors involved are large,  sophisticated  organizations  that the
Company  believes are  responsible  in managing  their  businesses  and business
relationships and,  accordingly,  believes that they will take appropriate steps
to make  their  systems  year 2000  compliant.  However,  the  Company is in the
process of determining if such software is year 2000 compliant, and, if not, the
timetable of the respective  vendors to make it compliant and will monitor their
progress in doing so.

Forward-Looking Statements

   Certain of the statements made in this report are forward-looking  statements
that involve inherent risks and uncertainties.  Statements that should generally
be  considered  forward-looking  include,  but are not  limited  to,  those that
contain the words  "estimate,"  "anticipate,"  "in the  opinion of  management,"
"believes,"  and similar  phrases.  Factors that could cause  actual  results to
differ materially from the statements made include,  but are not limited to, the
following: general economic conditions; business conditions in the local markets
served by the Company's  convenience stores, truck stops,  gasoline outlets, and
wholesale fuel markets;  the weather in the local markets served by the Company;
competitive  factors such as changes in the locations,  merchandise  offered, or
other  aspects  of  competitors'  operations;  changes  in the  cost of  refined
petroleum  products or  merchandise  items sold by the  Company;  changes in the
gross  profit  realized  from  sales of motor  fuel or  merchandise;  employment
problems;  loss  of  key  management  personnel;   changes  in  credit  markets;
increasing operating costs,  including labor, repairs,  maintenance,  theft, and
supplies; changes in laws or regulations affecting the Company's businesses; and
unanticipated general and administrative expenses,  including costs of expansion
and financing.

<PAGE>

                          EXHIBITS AND REPORTS ON FORM 8-K

Exhibits

    27           Financial Data Schedule [included in electronic filing only].


Reports on Form 8-K

   The Company  did not file any reports on Form 8-K for the quarter  covered by
this Report on Form 10-Q.



                                     SIGNATURES

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

                                  FFP Marketing Company, Inc.
                                  Registrant

Date:  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,
                                      Chief Financial Officer and
                                      General Counsel