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 June 27, 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 August 13, 1999)

<PAGE>

   FFP Marketing  Company,  Inc. (the "Company")  hereby amends and  restates in
its entirety the Company's  Quarterly Report on Form 10-Q for its second quarter
ended June 27, 1999, filed with the Securities and Exchange Commission on August
16, 1999.


                                    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)
                                                       June 27,     December 27,
                                                         1999            1998
                     Assets

Current assets -
    Cash and cash equivalents                          $13,056          $9,537
    Cash held in escrow for refinancing                 23,646               0
    Trade receivables                                   17,482          11,901
    Inventories                                         19,615          15,439
    Prepaid expenses and other current assets            8,159           6,721
        Total current assets                            81,958          43,598
Property and equipment, net                             39,098          33,602
Notes receivable from affiliates, excluding
    current portion                                     12,487          13,058
Other assets, net                                        6,262           6,782
        Total assets                                  $139,805         $97,040

      Liabilities and Stockholders' Equity

Current liabilities -
    Current installments of long-term debt              $1,231          $1,959
    Debt to be refinanced                               19,988               0
    Accounts payable                                    21,667          16,254
    Money orders payable                                13,859          15,190
    Accrued expenses and other current liabilities      13,558          14,752
        Total current liabilities                       70,303          48,155
Long-term debt, excluding current installments          32,657          18,421
Capital lease obligations, excluding current
   installments                                          4,791             955
Note payable to affiliate, excluding current
   installments                                          2,366               0
Deferred income taxes                                    5,631           4,913
Other liabilities                                        2,520           2,824
        Total liabilities                              118,268          75,268

Stockholders' equity -
    Common stock ($0.01 par value)                      22,235          22,235
    Accumulated deficit                                   (698)           (463)
        Total stockholders' equity                      21,537          21,772

 Total liabilities and stockholders' equity           $139,805         $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          Six Months Ended
                         June 27, 1999 June 28, 1998 June 27, 1999 June 28, 1998

Revenues -
  Motor fuel                  $92,523       $85,059      $165,210      $161,404
  Merchandise                  29,896        24,902        55,654        47,481
  Miscellaneous                 2,563         2,608         5,147         4,927
    Total revenues            124,982       112,569       226,011       213,812

Costs and expenses -
  Cost of motor fuel           85,123        78,535       151,509       148,402
  Cost of merchandise          21,421        17,346        39,201        32,862
  Direct store expenses        12,720        11,201        24,272        21,867
  General and administrative
     expenses                   3,418         4,355         7,192         7,475
  Depreciation and
     amortization               1,669         1,348         3,168         2,668
    Total costs and expenses  124,351       112,785       225,342       213,274

Operating income/(loss)           631          (216)          669           538
  Interest income                 318            53           644           173
  Interest expense              1,002           172         1,633           493

Income/(loss) before
     income taxes                 (53)         (335)         (320)          218

 Income tax expense/(benefit) -
  Current                           0            50             0            97
  Deferred                         (8)         (182)          (85)          (12)
      Total                        (8)         (132)          (85)           85

Net income/(loss)                $(45)        $(203)        $(235)         $133

Net income/(loss) per share -
  Basic                        $(0.01)       $(0.05)       $(0.06)        $0.04
  Diluted                       (0.01)        (0.05)        (0.06)         0.03

Weighted average number of common shares outstanding -
  Basic                         3,818         3,779         3,818         3,779
  Diluted                       3,818         3,779         3,818         3,877


      See accompanying Notes to Condensed Consolidated Financial Statements.


<PAGE>

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

                                                           Six Months Ended
                                                        June 27,       June 28,
                                                          1999           1998
Cash Flows from Operating Activities -
    Net income/(loss)                                    $(235)          $133
    Adjustments to reconcile net income/(loss) to
      to cash provided/(used) by operating activities -
         Depreciation and amortization                   3,168          2,668
         Deferred income tax expense/(benefit)             (85)           (12)
         Gain/(loss) on sales of property and equipment     77              0
         Net change in operating assets
             and liabilities                            (7,725)        (1,437)
    Net cash provided/(used) by operating activities    (4,800)         1,352

Cash Flows from Investing Activities -
    Repayments of advances to affiliate, net of
             reduction for joint debt obligations          714          1,165
    Purchases of property and equipment                 (8,917)        (3,449)
    Increase/(decrease) in notes receivable
             and other assets                              311           (133)
    Net cash (used) by investing activities             (7,892)        (2,417)


Cash Flows from Financing Activities -
    Proceeds from long-term debt and capital leases    494,657         19,397
    Payments on long-term debt and capital leases     (454,800)       (19,497)
    Cash held held in escrow for refinancing           (23,646)             0
    Net cash provided/(used) by financing activities    16,211           (100)

Net increase in cash and cash equivalents                3,519         (1,165)

Cash and cash equivalents at beginning of period         9,537          9,389
Cash and cash equivalents at end of period             $13,056         $8,224


Supplemental Disclosure of Cash Flow Information

   The Company utilized cah to pay interest during the six months ended June 27,
1999 and June 28, 1998, in the amounts of $1,711,000 and $608,000, respectively.


       See accompanying Notes to Condensed Consolidated Financial Statements.


<PAGE>

                  FFP Marketing Company, Inc. and Subsidiaries
             Notes to Condensed Consolidated Financial Statements
                                June 27, 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 June  27,  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
June 27,  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 six months ended
June 27, 1999, and as discussed below.


2.  Notes payable and Long-Term Debt

   On June 27,  1999,  the  Company was in the  process of  refinancing  a major
portion of its  indebtedness.  A new loan of $23,800,000  was funded on June 25,
1999, but the loan proceeds were then held in escrow at a title company  pending
the receipt of confirmation of filing of lien documents for the new loan.  Debts
aggregating  $19,988,000  were repaid in full on June 28, 1999, the first day of
the third quarter,  with funds from the new loan. The old debts (as  short-term)
and the new  loan  (as  long-term)  are  both  included  as  liabilities  on the
Company's  balance sheet at June 27, 1999,  with an asset entitled "cash held in
escrow for  refinancing"  also being recorded at that time. Such loan repayment,
along with and  extraordinary  loss for  prepayment  penalties and various other
prepaid loan expenses of $375,000, will be reflected in the financial statements
for the third quarter of 1999.

   The Company's  new  long-term  debt is payable to a third party lender in 180
equal monthly installments and consists of 49 fully-amortizing mortgage loans in
the aggregate original principal amount of $23,800,000. Interest is payable at a
fixed rate of 9.9% per annum,  and aggregate  monthly  payments of principal and
interest are $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  inventories.  The Company's  purchase of those  properties  was
financed with a third party lender consisting of four fully amortizing  mortgage
loans in the aggregate  original  principal amount of $1,012,000,  with maturity
dates ranging from 86 to 180 months,  interest 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 the 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  consumers
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.  The note bears  interest at the
prime rate and is payable in monthly installments over 8 years.

   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  will equal the debt service costs of
FFP  Partners  during the initial  five years of the leases and will exceed such
debt  service  costs  thereafter  to the extent of an increase in the  consumers
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 year.
Diluted net income per share is computed by dividing  net income by the weighted
average  number  of common  shares  outstanding  for the year  plus  potentially
dilutive common shares. At June 27, 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
six-month periods ended June 27, 1999, and June 28, 1998, follows:

                                   Three Months Ended        Six Months Ended
                                    June 27,   June 28,      June 27,  June 28,
                                      1999      1998           1999      1998

                                                 (In thousands)

Weighted average number of common
   shares outstanding                3,818     3,779          3,818     3,779
Effect of dilutive options               0         0              0        98
Weighted average number of common
   shares outstanding, assuming
   dilution                          3,818     3,779          3,818     3,877

<PAGE>

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 and six month periods ended June
27, 1999, and June 28, 1998:

                                   Retail
                                    and      Terminal
                                 Wholesale  Operations Eliminations Consolidated

                                            (In thousands)

Six Months Ended June 27, 1999
Revenues from external sources    $225,581      $430          $0      $226,011
Revenues from other segment              0     7,545      (7,545)            0
Depreciation and amortization        2,905       263           0         3,168
Income/(loss) before income taxes       65      (385)          0          (320)

Six Months Ended June 28, 1998
Revenues from external sources    $213,812        $0          $0      $213,812
Revenues from other segment              0     2,280      (2,280)            0
Depreciation and amortization        2,414       254           0         2,668
ncome/(loss) before income taxes     1,065      (847)          0           218

Second Quarter 1999
Revenues from external sources    $124,714      $268          $0      $124,982
Revenues from other segment              0     4,778      (4,778)            0
Depreciation and amortization        1,537       132           0         1,669
Income/(loss) before income taxes       53      (106)          0           (53)

Second Quarter 1998
Revenues from external sources    $112,569        $0          $0      $112,569
Revenues from other segment              0     1,417      (1,417)            0
Depreciation and amortization        1,221       127           0         1,348
ncome/(loss) before income taxes       114      (449)          0          (335)


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 each
individual  covered by its employee  medical  benefit plan for  supervisory  and
administrative  employees.  Such claims above $45,000 are covered by a stop-loss
insurance policy. The Company also self-insures  medical claims for its eligible
store employees.  However, claims under the plan for store employees are subject
to a  $1,000,000  lifetime  limit per  employee.  The Company  does not maintain
stop-loss  coverage  for these  claims.  The Company  and its covered  employees
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,  including  claims incurred but
not yet  reported.  The  Company  recorded  expense  related  to these  plans of
$70,000 for the first half of 1999 and $284,000 for 1998, respectively.

   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 June 27, 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. At year end 1998 and 1997, the Company recorded liabilities for
future  estimated  environmental  remediation  costs  related  to known  leaking
underground  storage  tanks of $918,000  and  $644,000,  respectively,  in other
liabilities. Corresponding claims for reimbursement of environmental remediation
costs of $918,000 were recorded at both June 27, 1999, and December 27, 1998, 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.

   During 1998,  1997, and 1996,  environmental  expenditures  were  $2,849,000,
$1,665,000,  and $2,019,000,  respectively  (including  capital  expenditures of
$2,418,000,  $1,267,000,  and $1,456,000),  in complying with environmental laws
and regulations.

   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.  However, due to the uncertainty of the timing of the receipt of the
reimbursements, the claims for reimbursement of environmental remediation costs,
totaling  $1,425,000  and  $1,297,000  at June 27,  1999,  and at 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. and Subsidiaries

                     Management's Discussion and Analysis of
                  Financial Condition and Results of Operations

General

   FFP Marketing  Company,  Inc. was formed as a Texas  corporation  immediately
prior to the December 1997 restructuring of FFP Partners, L.P. ("FFP Partners").
In that  restructuring,  all of the assets and  businesses  of FFP  Partners was
transferred to the Company,  except that FFP Partners retained the improved real
property  previously used in its retail operations.  Unless the context requires
otherwise, references herein to the "Company" for periods or activities prior to
the December 1997  restructuring  include the activities of FFP Partners and its
then subsidiaries, which are now subsidiaries of FFP Marketing Company, Inc.

   In the  December  1997  restructuring  of FFP  Partners,  the  holders of its
limited partnership  interests received one share of common stock of the Company
for each  limited  partnership  unit  that  they  owned on  December  28,  1997,
resulting in each such person owning the same  economic  interest in the Company
as they had held in FFP Partners.

   The Company conducts its operations through the following subsidiaries:

           Entity             Date Formed        Principal Activity

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

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

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

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

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

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

   The Company and its  subsidiaries  are  principally  engaged in two operating
segments: (i) the retail and wholesale sale of motor fuel, merchandise and other
products and services at over 400  convenience  stores,  truck stops,  and other
gasoline  outlets  ("Retail and  Wholesale"),  and (ii) the operation of a motor
fuel terminal and processing facility ("Terminal Operations").


Results of Operations


Fuel Sales and Margins

                          Second Quarter               Year-to-Date
                                     Change                            Change
                 1999     1998    Amount   %     1999      1998    Amount    %

                          (In thousands, except per gallon data)

Fuel sales    $92,523  $85,059  $7,464   8.7%  $165,210  $161,404 $3,806  2.3%
Fuel margin     7,400    6,524     876  13.3%    13,701    13,002    699  5.4%
Gallons sold
  Retail       68,004   61,764   6,240  10.1%   130,742   119,259 11,483  9.6%
  Wholesale    24,143   27,373  (3,230)(11.8%)   46,860    47,216   (356)(0.8%)
  Total        92,147   89,137   3,010   3.4%   177,602   166,475 11,127  6.7%
Average per gallon
  sales price   $1.00    $0.95   $0.05   5.3%     $0.93     $0.93  $0.00  0.0%
Margin per gallon (cents)
  Retail          9.6      9.7    (0.1) (1.0%)      9.4      10.1   (0.7) (6.9%)
  Wholesale       1.7      1.7       0   0.0%       1.8       2.0   (0.2)(10.0%)


   Total motor fuel sales of 92,147,000  and  177,602,000  gallons in the second
quarter  and first  half of 1999,  respectively,  constituted  a  3,010,000  and
11,127,000 gallon increase,  respectively  (3.4% and 6.7%,  respectively),  over
motor fuel sales in the comparable  1998 periods.  Motor fuel dollar revenues in
the  second  quarter  and  first  half  of  1999  increased  by  $7,464,000  and
$3,806,000,  respectively  (8.7%  and  2.3%,  respectively),   compared  to  the
corresponding  periods  of the prior  year.  Gross  profit on motor  fuel  sales
increased by $876,000 and $699,000, respectively (13.3% and 5.4%, respectively),
compared  to the same  periods  in the  previous  year.  All of these  increases
resulted primarily from sales at 25 additional convenience stores or truck stops
acquired on February 26, 1999.  The retail fuel margin in the second  quarter of
1999 was 9.6 cents per gallon as  compared to 9.7 cents per gallon in the second
quarter of 1998.

   Wholesale fuel sales, in gallons, decreased by 11.8% in the second quarter of
1999 compared to 1998, but the per gallon margin on the sales remained  constant
at 1.7 cents per  gallon.  For the  year-to-date  period,  wholesale  fuel sales
decreased in 1999 by only 356,000 gallons, or 0.8%, when compared to 1998.

   The mix, in gallons,  during the second  quarter of 1999 between retail sales
versus wholesale sales improved to a retail sales percentage of 74%, compared to
69% for the same  period of the prior year.  This  increased  retail  percentage
resulted in  additional  gross  profit  because the retail per gallon  margin is
higher than wholesale per gallon margin.  The retail versus wholesale sales mix,
in gallons,  of 74% retail and 26% wholesale for the year-to-date period in 1999
remained relatively constant when compared to the corresponding period in 1998.


Merchandise Sales and Margins

                          Second Quarter               Year-to-Date
                                     Change                            Change
                 1999     1998    Amount   %     1999      1998    Amount    %

                          (In thousands, except average weekly sales data)

Mdse sales      $29,896 $24,902  $4,994  20.1%  $55,654  $47,481  $8,173  17.2%
Mdse margin       8,475   7,556     919  12.1%   16,453   14,619   1,834  12.5%
Margin percentage,
 convenience stores
 and truck stops  28.3%   30.3%   (2.0%) (6.6%)   29.6%    30.8%   (1.2%) (3.9%)
Average weekly mdse sales -
  Convenience
      stores    $11,183  $9,624  $1,559  16.2%   10,767    8,936   1,831  20.5%
  Truck stops    16,834  17,685    (851) (0.1%)  16,945   16,951      (6) (0.0%)

   Merchandise  sales  increased  by almost $5  million  (20.1%)  in the  second
quarter of 1999 and by over $8 million  (17.2%) for the first half 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 $919,000 (12.1%) and $1,834,000 (12.5%) for the three and six month
periods of 1999, respectively, when compared to the corresponding periods of the
prior year. Merchandise margins decreased by 6.6% and 3.9% for the three and six
month periods of 1999,  respectively,  compared to the corresponding  periods of
the previous year. Although  merchandise margins increased,  in dollars, for the
three and six month  periods of 1999,  overall  merchandise  margin  percentages
decreased for such periods  because the Company's  incresaed sales of cigarettes
and beer during those  periods were greater than its  increased  sales of higher
margin products.


Other Income and Expenses

   Miscellaneous  revenues,  other than  interest  income,  declined  by $45,000
(1.7%),  but improved by $220,000 (4.5%), for the three and six month periods in
1999,  respectively,  when  compared to the same periods in 1998.  Miscellaneous
revenues for the second quarter  decreased because of a reduction in money order
fee income and in gain on sales of convenience stores, when compared to sales in
the second quarter of 1998.  Miscellaneous  revenues increased for the six month
period  because  additional  stores were being  operated in 1999.  Miscellaneous
revenues  include  lottery  ticket  sales  income,  money  order  sales  income,
commissions received on alcohol beverage sales, check cashing fees, state excise
tax handling fees and various other types of income.

   Direct store expenses  increased in the second quarter and first half of 1999
by  $1,519,000  (13.6%)  and  $2,405,000  (11.0%),  respectively,   compared  to
corresponding  periods in the prior year. The primary reason was attributable to
operating the 25 additional stores acquired in February 1999.

   General and  administrative  expenses  decreased  by $937,000  (21.5%) and by
$283,000  (3.8%)  in the  three and six  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 of bad debt  expenses  during the second  quarter of 1998 related to the
Company's money order activities.

   Depreciation  and  amortization  increased by $321,000 (23.8%) in the current
quarter.  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.

   Interest  income rose from $53,000 in the second  quarter of 1998 to $318,000
in the second quarter of 1999, a 500.0% increase, and from $173,000 in the first
half of 1998 to $644,000  in the first half of 1999,  a 272.3%  increase.  These
increases  principally  resulted from interest income received on Company's note
receivable from FFP Partners.  The Company currently  anticipates,  but gives no
assurance,  that it will  receive  full  repayments  of this  note in the  third
quarter of 1999, which would provide additional liquidity for the Company in the
amount of approximately $11,000,000. Interest income should decline in the third
quarter  because such funds are not expected to be invested in interest  earning
assets.

   Interest expense  increased by $830,000  (482.6%) and by $1,140,000  (231.2%)
during the second quarter and first half of 1999, when compared to corresponding
periods of 1998.  Increased  interest  expense resulted from the higher level of
debt in 1999 than 1998 under the Company's revolving line of credit and interest
expense on the  capitalized  leases of buildings  acquired in the February  1999
acquisition  of stores.  Interest  expense is expected to increase in the future
because  the  indebtedness  of  $23,800,000  incurred  at the end of the  second
quarter of 1999 exceeds the debt paid off with such proceeds by  $3,812,000  and
such  new  debt  bears a fixed  interest  rate of 9.9% per  annum  instead  of a
variable rate, presently at 8.0% per annum, payable on the debt refinanced.  See
"Liquidity and Capital Resources", below.


Liquidity and Capital Resources


   On the last day of the second quarter of 1999, the Company was in the process
of closing a refinancing of debt of $19,988,000. The new loan of $23,800,000 had
been funded,  but the loan  proceeds were being held in escrow over that weekend
at a title  company  pending  the  receipt  of  confirmation  of  filing of lien
documents  for the new loan.  Because  the old loans were not  repaid  until the
first day of the third  quarter of 1999,  the old debt and the new loan are both
included as liabilities on the Company's balance sheet at June 27, 1999, with an
asset entitled "cash held in escrow for refinancing" also being recorded at that
time.  On July 28, 1999,  the first day of the third  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 various other prepaid loan expenses of $375,000, will be reflected
in the financial statements for the third quarter of 1999.

   This new loan is expected to provide additional liquid resources in the third
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  will  be held  in  escrow  until  a new  line  of  credit  for
$10,000,000 is put into place.  In August 1999, the Company secured a commitment
from a lender  for such new line of credit and  expects  to acquire  the line of
credit in the third  quarter.  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  will bear
interest at 1% over prime with monthly payments of accrued interest.

   The Company  currently  anticipates,  but can give no assurance,  that in the
third quarter of 1999 it will receive  approximately  $11,000,000  in funds from
FFP Partners in repayment of its note payable to the Company.  These funds would
provide additional liquidity for the Company at such time.

   The Company's  working  capital at the end of the second  quarter of 1999 was
$11,655,000  as  compared  to a  negative  $4,557,000  at the end of  1998.  The
improvement  resulted from several factors:  cash held in escrow for refinancing
exceeds  the debt to be  repaid  with such  funds by  $3,812,000,  a  $5,581,000
increase  (46.9%)  in  trade  receivables,  a  $4,176,000  increase  (27.0%)  in
inventories,  and a $1,331,000 reduction (8.8%) in money order payables,  offset
in part by a $5,413,000  increase  (33.3%) in accounts  payable.  These  working
capital  increases  resulted   primarily  from  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 second  quarter of
1999 of $13,859,000.  Money order payables represent those sales of money orders
for which the payee of the money order has not yet requested  payment.  Although
the Company  collects  money  order  receipts on a daily basis on sales of money
orders made at its own stores,  the Company  relies on receiving  timely payment
from its third party money order sales agents.  The Company's failure to receive
money  order   payments  from  an  agent  on  a  timely  basis  or  to  continue
relationships  with its money order agents could negatively impact the Company's
liquidity.


Year "2000" Issues


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

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

   The Company continues to progress  favorably in its completion of the various
tasks and target dates  identified in the Y2K work plan. The Company believes it
has identified and prioritized all major  Y2K-related  items. In addition,  many
non-IS,  merchandise,  equipment,  financial  institution,  insurance and public
utility  vendors are being  contacted,  inquiring as to their  readiness and the
readiness  of their  respective  vendors.  The Company  will  perform  follow-up
efforts  with the above  vendors  as  required.  Testing  compliance  with major
vendors is being planned for the remainder of the year.  The following  reflects
management's assesment of the Company's Y2K state of readiness on June 27, 1999:



                                                Estimated   Estimated
                                               Percentage   Completion
                                                Completed      Date
Phase
Internal IS and Non-IS systems and
   equipment:
     Awareness                                     95%      December 1999
     Assessment                                    90%      October 1999
     Remediation                                   80%      October 1999
     Testing                                       50%      November 1999
     Contingency planning                          30%      October 1999
Suppliers, customers and third party
   providers:
     Awareness-identify companies                  70%      September 1999
     Assessment questionnaire completed
           by major suppliers                      30%      October 1999
     Assessment review with third party
           providers                               30%      November 1999
     Review contractual commitments                10%      September 1999
     Risk assessment                               50%      August 1999
     Contingency planning                          40%      September 1999
     Testing as applicable                         40%      October 1999

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

   The Company  estimates that the cost of the Y2K project will be approximately
$500,000 to $750,000,  of which about one-half will be capital costs.  The costs
incurred  to date  approximate  $400,000,  with the  remaining  cost for outside
consultants  software and hardware  applications to be funded through  operating
cash  flow.  This  estimate   includes  costs  related  to  the  upgrade  and/or
replacement of computer software and hardware;  costs of remediated code testing
and  test  result  verification;  and the  reintegration  to  production  of all
remediated  applications.   In  addition,  the  costs  include  the  testing  of
applications and software currently certified as Y2K compliant. The Company does
not separately track the internal costs incurred for the Y2K project,  which are
primarily  the  related  payroll  costs for the IS and  various  user  personnel
participating in the project.

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

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


Forward-Looking Statements

   Certain  of  the  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  factors  such as changes  in the  locations,  merchandise  offered,
pricing, and other aspects of competitors' operations; increases in cost of fuel
and merchandise sold or reductions in the gross profit realized from such sales;
available  product for processing and processing  efficiencies  at the Company's
fuel terminal;  expense pressures relating to operating costs,  including labor,
repair and maintenance, and supplies; unexpected outcome of litigation;  adverse
liquidity  situations;   unanticipated  general  and  administrative   expenses,
including  employee,  taxes,  insurance,  expansion  and  financing  costs;  and
unexpected liabilities.

   Should one or more of these risks or uncertainties materialize, or should any
underlying  assumptions  prove  incorrect,  actual  results or outcomes may vary
materially from those  described  herein as  anticipated,  believed,  estimated,
expected, or intended.



<PAGE>

            Quantitative and Qualitative Disclosures About Market Risks


   The  Company is subject to  insignificant  market  risks  related to variable
interest rates and commodity prices.  Although interest expense on the Company's
bank loan during the second  quarter of 1999 was calculated at the prime rate of
interest,  which is subject to change,  the Company is also the holder of a note
receivable from FFP Partners  containing  payment terms which mirror that of the
Company's  bank debt.  Thus,  any  increase in  interest  expense of the Company
attributable to an increase in the prime rate will be substantially offset by an
increase in its interest income.  Such bank debt was repaid in full on the first
day of the third quarter and replaced with fixed rate financing.

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


                        EXHIBITS AND REPORTS ON FORM 8-K


Exhibits

    27      Financial Data Schedule.


Reports on Form 8-K

    None.

<PAGE>
                                     SIGNATURES

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

                                  FFP Marketing Company, Inc.
                                  Registrant

Date:  October 21, 1999               By: /s/John H. Harvison
                                      ---------------------------------
                                      John H. Harvison
                                      Chairman and
                                      Chief Executive Officer

Date:  October 21, 1999               By: /s/Craig T. Scott
                                      ---------------------------------
                                      Craig T. Scott
                                      Vice President - Finance and
                                      Chief Financial Officer