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 June 28, 1998, or

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

  For the transition period from _______________ to _______________

                           Commission File No. 1-13727

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


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

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

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


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


                             Common Shares 3,779,415
            (Number of shares outstanding as of August 10, 1998)


<PAGE>

                            FFP MARKETING COMPANY, INC.
                                   Form 10-Q/A
                                  June 28, 1998


   FFP Marketing Company,  Inc. (the "Company") amends and entirely restates its
Form 10-Q Quarterly  Report for the Company's  second quarter of 1998 ended June
28, 1998, filed with the Securities and Exchange Commission on August 17, 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 third quarter ended  September 27, 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 six month  periods ended June
28, 1998, are summarized as follows:
                                                     Three Months  Six Months
                                                            (In thousands)

Reverse duplicate billing of miscellaneous revenues        $ (7)   $ (10)
Expense small EPA fees at 450 locations                      (7)      (7)
Record additional gain on sale of property                    0       15
Additional depreciation at closed locations                 (86)    (105)
Adjustment to reconcile inventory at 25 closed locations   (109)    (192)
Income tax benefit of foregoing adjustments                  72      103

    Total adjustments                                     $(137)  $ (196)


<PAGE>

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

                                               June 28,    December 28,
                                                 1998         1997
                                              (Restated)
                   Assets

Current Assets -
    Cash and cash equivalents                      $8,224      $9,389
    Trade receivables                              13,813      10,732
    Notes receivable from affiliates                1,828         426
    Notes receivable                                  736         737
    Inventories                                    16,187      15,820
    Prepaid expenses and other                      1,804       1,077
        Total current assets                       42,592      38,181
Property and equipment, net                        32,771      32,095
Note receivable from affiliate                     13,630           0
Other assets, net                                   5,502       5,054
        Total Assets                              $94,495     $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                                  648         917
    Accounts payable                               15,574      15,319
    Money orders payable                           11,712      11,299
    Accrued expenses                               12,276       9,623
        Total current liabilities                  41,766      38,366
Long-term debt, excluding current installments     21,182      21,465
Obligations under capital lease, excluding
     current installments                           3,214       3,110
Deferred income taxes                               3,616       3,259
Other liabilities                                   2,578       2,866
        Total Liabilities                          72,356      69,066
Stockholders' Equity
    Common stock and retained earnings             22,139      22,202
    Reduction for joint debt obligations                0    (15,938)
        Total Stockholders' Equity                 22,139       6,264
    Total Liabilities and Stockholders' Equity    $94,495     $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    Six Months Ended
                                  June 28,   June 29,    June 28,   June 29,
                                    1998       1997       1998       1997
                                  (Restated)           (Restated)

Revenues
    Motor fuel                     $85,059  $82,209     $161,404 $159,326
    Merchandise                     24,902   15,482       47,481   29,469
    Miscellaneous                    2,601    1,631        4,932    3,329
        Total Revenues             112,562   99,322      213,817  192,124

Costs and Expenses
    Cost of motor fuel              78,535   76,660      148,402  149,310
    Cost of merchandise             17,455   10,694       33,054   20,867
    Direct store expenses           11,208    6,691       21,874   13,533
    General and administrative
       expenses                      4,355    3,053        7,475    5,906
    Depreciation and amortization    1,434    1,393        2,773    2,514
        Total Costs and Expenses   112,987   98,491      213,578  192,130

Operating Income/(Loss)               (425)     831          239       (6)
    Interest expense                   119      357          320      648

Income/(loss) before income taxes     (544)     474          (81)    (654)

    Income tax expense/(benefit)
        Current                        (22)       0          (6)        0
        Deferred                      (182)     134         (12)      268
        Total                         (204)     134         (18)      268

Net Income/(Loss)                    $(340)    $340        $(63)    $(922)


Net income/(loss) per share -
    Basic                           $(0.09)   $0.09      $(0.02)   $(0.24)
    Diluted                          (0.09)    0.09       (0.02)    (0.24)

Weighted average number of
common shares outstanding -
    Basic                            3,779    3,779       3,779     3,779
    Diluted                          3,911    3,797       3,877     3,824

       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 28,      June 29,
                                                 1998         1997
                                              (Restated)

Cash Flows from Operating Activities -
   Net income/(loss)                               $(63)      $(922)
   Adjustments to reconcile net income/(loss)
     to cash provided by operating activities -
   Depreciation and amortization                  2,773       2,514
   Deferred income tax expense/(benefit)            (12)        268
   Net change in operating assets                (1,739)      4,672
       and liabilities
    Net cash provided by operating activities       959       6,532

Cash Flows from Investing Activities -
    Advances from affiliate, net of reduction
       for joint debt obligations                 1,165           0
    Additions of property and equipment, net     (3,189)     (5,822)
    Net cash (used) by investing activities      (2,024)     (5,822)

Cash Flows from Financing Activities -
    Net borrowings/(repayments) under
        credit facilities                          (100)        (47)
    Net cash (used) by financing activities        (100)        (47)

Net Increase/(Decrease) in cash  and cash        (1,165)        663
   equivalents

Cash and cash equivalents at beginning of
   period                                          9,389      8,244
Cash and cash equivalents at end of period        $8,224     $8,907



       See accompanying notes to condensed consolidated financial statements.


<PAGE>

                        FFP MARKETING COMPANY, INC.
            Notes to Condensed Consolidated Financial Statements
                               June 28, 1998
                                (Restated)
                                (Unaudited)

1.  Basis of Presentation

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

   The  condensed  consolidated  balance  sheet  as of June  28,  1998,  and the
consolidated  statements of operations and condensed consolidated  statements of
cash flows for the three and six month periods ended June 28, 1998, and June 29,
1997, have not been audited.  These financial  statements for the periods ending
June 28, 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 June 28, 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 June 28,
1998,  and the results of  operations  and cash flows for the periods  presented
have been made.  Interim  operating  results are not  necessarily  indicative of
results for the entire year.

   The notes to the audited consolidated financial statements which are included
in the  Company's  Annual  Report on Form 10-K for the year ended  December  28,
1997, include  accounting  policies and additional  information  pertinent to an
understanding of these interim  financial  statements.  That information has not
changed other than as a result of normal  transactions in the three months ended
June 28, 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  completed the financing of the purchase of 94
convenience  stores  in  December  1997.  This  financing  consists  of 44 fully
amortizing mortgage loans in the aggregate principal amount of $9,420,000, at an
interest  rate of 8.66%,  with  maturities  of 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.  Because the  refinancing was completed prior to the issuance of these
condensed   consolidated   financial  statements,   the  accompanying  condensed
consolidated balance sheet as of June 28, 1998, reflects the reclassification of
the bridge loan balance between current maturities and long-term debt.

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


3.  Income/(Loss) per Share

   The Company  adopted  Statement of Financial  Accounting  Standards  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
                                            June 28, June 29, June 28, June 29,
                                                 1998   1997    1998    1997
                                                       (In thousands)

Weighted average number of common
      shares outstanding                       3,779   3,779   3,779   3,779
Effect of dilutive options                       132      18      98      45
Weighted average number of common
      shares outstanding, assuming dilution     3,911   3,797   3,877   3,824

   The number of options that could potentially  dilute basic  income/(loss) per
share in the  future  that  were not  included  in the  computation  of  diluted
income/(loss)  per share because to do so would have been  antidilutive were -0-
and 70,000 in the three months ended 1998 and 1997,  respectively,  and were -0-
and 50,000 in the six months ended 1998 and 1997, respectively.



4.  Reporting of Comprehensive Income

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


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


General

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


Results of Operations

Fuel Sales and Margins

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

Fuel sales     $85,059  $82,209  $2,850  3.5%   $161,404  $159,326  $2,078  1.3%
Fuel margin      6,524    5,549     975 17.6%     13,002    10,016   2,986 29.8%
Gallons sold
   Retail       61,764   50,856  10,908  21.4%   119,259    99,717  19,542 19.6%
   Wholesale    27,373   24,096   3,277  13.6%    47,216    42,248   4,968 11.8%
   Total        89,137   74,952  14,185  18.9%   166,475   141,965  24,510 17.3%
Margin per
 gallon (cents)
  Retail           9.7      9.5     0.2   2.1%      10.1       8.8   1.3  14.8%
  Wholesale        1.7      2.6    (0.9)(34.6%)      2.0       2.5  (0.5)(20.0%)

   The  increases  in the  Company's  motor fuel sales in both the  quarter  and
year-to-date  periods is the net effect of the  increases in the volumes of fuel
sold in the respective periods offset by declines in the price per gallon during
1998 as compared to the 1997 periods. The wholesale fuel sales increases are due
to the  Company's  continued  increase on this  activity  while the  increase in
retail fuel volumes is due to the sales from the 94 convenience  stores that the
Company purchased in December 1997.

   The 17.6%  increase in fuel margin in the second  quarter is consistent  with
the overall  18.9%  increase in sales  volumes for the period.  However,  in the
year-to-date  period,  the  increase in fuel  margin  outpaced  the  increase in
volumes sold because of the 14.8% increase in the margin per gallon  realized by
the Company in the 1998 period as compared to 1997.


Merchandise Sales and Margin

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

Mdse sales      $24,902  $15,482  $9,420 60.8%  $47,481  $29,469  $18,012  61.1%
Mdse margin       7,447    4,788   2,659 55.5%   14,427    8,602    5,825  67.7%
Margin percentage,
   convenience stores and
   truck stops    29.2%    29.3%  (0.1%)(0.3%)    29.7%    27.4%     2.3%   8.4%
Average weekly
   mdse sales -
 Convenience
   stores       $9,624   $10,130  $(506)(5.0%)    8,936    9,659   (723)  (7.5%)
 Truck stops    17,685    18,592   (907)(4.9%)   16,951   17,700   (749)  (4.2%)

   The increases in  merchandise  sales both time periods is due  principally to
the sales at the  convenience  stores  acquired  in  December  1997.  The slight
decline in the margin percentage on merchandise sales in the second quarter 1998
as compared to 1997 is due to a decline in the margin percentage on sales at the
Company's two restaurants operated in conjunction with its truck stops. Although
the margin  percentage  declined,  the absolute dollar margin at the restaurants
was up slightly in the 1998 period.

   As with fuel and merchandise volumes, the increases in miscellaneous revenues
in both the quarter and  year-to-date  periods are largely due to the additional
revenue from the 94 convenience stores acquired in December 1997.

   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 $4,517,000 (67.5%) in
the quarter and $8,341,000 (61.6%) 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 FFP Marketing was formed,
the Company now pays rent on a number of locations  that were formerly  owned by
the  Company.  This  additional  rent,  approximately  $216,000  per  month,  is
reflected in direct store expenses.

   General  and  administrative   expenses  increased   $1,302,000  (42.6%)  and
$1,569,000 (26.6%) in the 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, to
operating  costs at the Company's fuel terminal  which began  operations in June
1997,  and, in the second  quarter,  increased bad debt expenses  related to the
Company's money order activities.

   Depreciation and amortization  increased $41,000 (2.9%) in the second quarter
and $259,000  (10.3%) in the  year-to-date  period.  These  changes  reflect the
increased depreciation related to 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.

   The reductions in interest expense in both the quarter and year-to-date  time
frames  resulted from the  retention by FFP Partners of a significant  amount of
debt in the December restructuring offset by the additional interest on the debt
incurred to purchase the convenience  stores acquired by the Company in December
1997.

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


Liquidity and Capital Resources

   The Company's  working  capital at the end of the second quarter was $826,000
as compared to a negative  $185,000 at year end 1997.  This change resulted from
the agreement among the Company,  FFP Partners,  and the Company's  primary bank
lender to  restructure  the debt due to the lender for which FFPLP had  retained
the liability in connection  with its December  1997  restructuring.  Under this
agreement,  the lender will permit FFP  Marketing to make a loan to FFP Partners
for  approximately  $14,773,000  (the current balance of the debt due the lender
for which FFPLP had retained  liability).  The interest rate and repayment terms
of this loan will mirror such terms of the debt to the lender.  The loan will be
secured by all real estate owned by FFP Partners and the loan will be pledged as
additional  collateral  on the debt to the lender.  In  addition,  all  proceeds
received by the Company  from the loan to FFPLP must be applied to the term loan
of the lender to the Company, and FFP Marketing Company,  Inc., will be added as
a primary  obligor under the Loan  Agreement.  Since the repayment terms of this
loan will mirror 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 has been
removed as of June 28, 1998.

   The Company  also  completed,  on June 30, the  permanent  financing  for the
purchase  of the 94  convenience  stores it  acquired  in  December  1997.  This
financing consists of 44 loans with an aggregate 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.  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.  Because  the  refinancing  was
completed  prior to the  issuance  of  these  condensed  consolidated  financial
statements, the accompanying condensed consolidated balance sheet as of June 28,
1998,  reflects the  reclassification of the bridge loan balance between current
maturities and long-term debt.

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

Forward-Looking Statements

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

                         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 and
                                      Chief Financial Officer