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 March 26, 2000, or

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

        For the transition period from _______________ to _______________

                       Commission File No. 1-13727

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


               Texas                          75-2735779
     (State or other jurisdiction of          (I.R.S. employer
     incorporation or organization)        identification number)
            2801 Glenda Avenue; Fort Worth, Texas 76117-4391
     (Address of principal executive office, including zip code)

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




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


                           Common Shares 3,818,747
              (Number of shares outstanding as of May 9, 2000)

<PAGE>


                  FFP MARKETING COMPANY, INC. AND SUBSIDIARIES
                      CONDENSED CONSOLIDATED BALANCE SHEETS
                                 (In thousands)
                                   (Unaudited)

                                                       MARCH 26,    DECEMBER 26,
                                                         2000           1999

                     ASSETS

Current assets -
   Cash and cash equivalents                            $18,634         $20,868
   Investments in debt securities and
      certain equity securities                           5,008           3,355
   Trade receivables, net                                21,534          18,430
   Notes receivable, current portion                      1,073           1,003
   Receivables from affiliates, current portion             765             878
   Inventories                                           24,164          23,825
   Prepaid expenses and other current assets              2,189           2,236

        Total current assets                             73,367          70,595

Property and equipment, net                              39,541          40,072
Notes receivable, excluding current portion               1,284           1,059
Environmental reimbursement claim                         1,215           1,283
Other assets, net                                         5,410           5,397

        Total assets                                   $120,817        $118,406

      LIABILITIES AND STOCKHOLDERS' EQUITY

Current liabilities -
    Current installments of long-term debt               $1,231          $1,231
    Current installments of capital lease
       obligations                                          244             250
    Accounts payable                                     25,796          23,221
    Money orders payable                                 14,791          12,749
    Advances from affiliates                                881               0
    Accrued expenses                                     17,524          18,747

        Total current liabilities                        60,467          56,198

Long-term debt, excluding current installments           31,887          32,205
Capital lease obligations, excluding current
    installments                                          4,541           4,627
Deferred income taxes                                     1,949           2,365
Other liabilities                                         1,892           2,046

        Total liabilities                               100,736          97,441

Stockholders' equity -
    Common stock ($0.01 par value)                       22,235          22,235
    Accumulated deficit                                  (2,154)         (1,270)

        Total stockholders' equity                       20,081          20,965

  Total liabilities and stockholders' equity           $120,817        $118,406


     See accompanying Notes to Condensed Consolidated Financial Statements.


<PAGE>

                  FFP MARKETING COMPANY, INC. AND SUBSIDIARIES
                 CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
                      (In thousands, except per share data)
                                   (Unaudited)

                                                        THREE MONTHS ENDED
                                                      MARCH 26,      MARCH 28,
                                                        2000           1999
Revenues -
    Motor fuel sales                                 $123,432        $72,687
    Merchandise sales                                  28,680         25,758
    Miscellaneous                                       3,509          2,635
        Total revenues                                155,621        101,080

Costs and expenses -
    Cost of motor fuel                                117,508         66,386
    Cost of merchandise                                20,196         17,780
    Direct store expenses                              12,877         11,552
    General and administrative expenses                 3,760          3,774
    Depreciation and amortization                       1,724          1,499
        Total costs and expenses                      156,065        100,991

Operating income                                         (444)            89
    Interest income                                       351            326
    Interest expense                                    1,170            682

Income (loss) before income taxes                      (1,263)          (267)

    Income tax expense (benefit) -
        Current                                             0              0
        Deferred                                         (379)           (77)
        Total                                            (379)           (77)

Net income (loss)                                       $(884)         $(190)

Net income (loss) per share -
    Basic                                              $(0.23)        $(0.05)
    Diluted                                             (0.23)         (0.05)

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


     See accompanying Notes to Condensed Consolidated Financial Statements.


<PAGE>

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

                                                          THREE MONTHS ENDED
                                                        MARCH 26,     MARCH 28,
                                                          2000          1999

Cash Flows from Operating Activities -
    Net income (loss)                                     $(884)        $(190)
    Adjustments to reconcile net income
      (loss) to cash provided (used) by
      operating activities -
         Depreciation and amortization                    1,724         1,499
         Provision for doubtful accounts                     22             0
         Deferred income tax expense (benefit)             (379)          (77)
         Increase in trading securities                  (1,653)            0
         Gain on sale of convenience stores                (210)            0
         Net change in operating assets and
            liabilities                                     749        (3,012)
    Net cash provided (used) by operating activities       (631)       (1,780)

Cash Flows from Investing Activities -
    Additions of property and equipment, net             (1,193)       (4,000)
    Net cash (used) by investing activities              (1,193)       (4,000)

Cash Flows from Financing Activities -
    Net borrowings (repayments) of long-term
       debt and capital lease obligations                  (410)        6,596
    Net cash provided (used) by financing activities       (410)        6,596


Net increase (decrease) in cash  and cash equivalents    (2,234)          816

Cash and cash equivalents at beginning of period         20,868         9,537

Cash and cash equivalents at end of period              $18,634       $10,353


SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION (IN THOUSANDS):

Cash paid for interest                                   $1,170          $673
Purchase of inventory/equipment for note to affiliate        $0        $2,692



     See accompanying Notes to Condensed Consolidated Financial Statements.



<PAGE>

                  FFP MARKETING COMPANY, INC. AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                 MARCH 26, 2000
                                   (Unaudited)


1.  Basis of Presentation

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

   The  condensed  consolidated  balance  sheet as of March  26,  2000,  and the
condensed  consolidated  statements of  operations  and cash flows for the three
month periods ended March 26, 2000,  and March 28, 1999,  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 March 26, 2000,  and the results of operations and cash flows for
the  periods  presented  have  been  made.  Interim  operating  results  are not
necessarily indicative of results for the entire year.

   The notes to the audited consolidated financial statements which are included
in the  Company's  Annual  Report on Form 10-K for the year ended  December  26,
1999, include  accounting  policies and additional  information  pertinent to an
understanding of these interim  financial  statements.  That information has not
changed other than as a result of normal  transactions in the three months ended
March 26, 2000, and as discussed below.


2.  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  (loss) by the
weighted  average  number  of  common  shares  outstanding  for  the  year  plus
potentially  dilutive common shares.  Outstanding options to acquire 231,667 and
230,667 common shares at March 26, 2000, and March 28, 1999, respectively,  have
been  excluded from the diluted  computation  because the effect would have been
anti-dilutive.  A  reconciliation  follows of the  denominators of the basic and
diluted income (loss) per share  calculations  for the applicable  first quarter
periods in 2000 and 1999:

                                                              2000     1999
                                                              (in thousands)

Weighted average number of common shares outstanding         3,818    3,818
Effect of dilutive options                                       0        0
Weighted average number of common shares outstanding,
     assuming dilution                                       3,818    3,818
<PAGE>


3.  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 first quarters of 2000 and 1999:

                                Retail and   Terminal
                                Wholesale   Operations Eliminations Consolidated
                                                (In thousands)

First Quarter 2000
Revenues from external sources   $140,444    $15,177         $0     $155,621
Revenues from other segment             0      7,541     (7,541)           0
Depreciation and amortization       1,577        147          0        1,724
Income (loss) before income
    taxes                          (1,453)       190          0       (1,263)

First Quarter 1999
Revenues from external sources   $100,918       $162         $0     $101,080
Revenues from other segment             0      2,767     (2,767)           0
Depreciation and amortization       1,368        131          0        1,499
Income (loss) before income
    taxes                              12       (279)         0         (267)




<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 approximately 430 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"). See Note 3,
above.


RESULTS OF OPERATIONS FOR FIRST QUARTER 2000 COMPARED WITH FIRST QUARTER 1999

Fuel Sales and Margins

                                          First Quarter        Change
                                          2000     1999    Amount  Percent
                                      (In thousands, except per gallon data)

Fuel sales                            $123,432  $72,687  $50,745    69.8%
Fuel margin                              5,924    6,301    (377)   (6.0%)
Gallons sold
   Retail                               59,633   62,738  (3,105)   (4.9%)
   Wholesale                            37,486   22,717   14,769    65.0%
   Total                                97,119   85,455   11,664    13.6%
Margin per gallon (cents)
   Retail                                  9.4      9.1      0.3     3.3%
   Wholesale                               3.5      1.8      1.7    94.4%


   The Company sold more motor fuel,  in both dollars and gallons,  in the first
quarter of 2000 than in the first quarter of 1999. Motor fuel sales, in dollars,
increased  substantially  (69.8%) in the first  quarter of 2000,  primarily as a
result of the industry-wide fuel price increases that have continued  throughout
1999 and thus far into 2000 and also from  additional  sales from 25  additional
stores  purchased on February 26, 1999.  To illustrate  the rise in prices,  the
Company's $1.32 per gallon average retail price of motor fuel sales in the first
quarter  of 2000 was $0.44  (50.0%)  higher  than the $0.88 per  gallon  average
retail price of motor fuel sold in the first quarter of 1999.  As a result,  the
Company's motor fuel sales increased by $50,745,000 in the first quarter of 2000
compared to the corresponding period of 1999.

   In all,  the  Company  sold  97,119,000  gallons  of motor  fuel in the first
quarter  2000, an 11,664,000  gallon  increase  (13.6%) over the volume of motor
fuel  sold  in  the  comparable   1999  period.   This  increase  was  primarily
attributable  to additional  wholesale fuel sales of 14,760,000  gallons,  which
offset a 4.9% reduction in retail  gallons sold resulting from increased  retail
competition.  In pursuit of alternative  strategies for profit improvement,  the
Company  expanded its wholesale  sales efforts and its processing  activities at
its terminal facility.  Through this motor fuel blending and transmix processing
at the  terminal,  the  Company  now  supplies  wholesale  motor  fuel on a very
competitive basis.  Because motor fuel prices for the Company's inventory in the
South remained relatively constant in the first quarter and did not offset motor
fuel prices increased  in the Northeast as a result of its significantly  colder
winter,  the  Company  incurred  an  exchange  and motor  fuel  hedging  loss of
$1,002,000  in the first  quarter of 2000 as the  Company  sought to protect its
motor fuel  inventory  values.  Motor fuel retail and wholesale fuel margins per
gallon  improved  during the first  quarter of 2000,  as  reflected in the above
table which excludes the exchange and hedging loss, while the Company's  overall
gross  profit  on  motor  fuel  sales  declined  by 6.0%  when  compared  to the
corresponding 1999 quarter.  Those margins increased  principally as a result of
additional volumes of product being processed at the Company's terminal facility
after  connecting  in late 1999 to a pipeline  transporting  motor fuel from the
Texas Gulf Coast.  Those increased  volumes and margins are expected to continue
in future months with this  processing  activity,  although no assurances can be
given that such expectations will be realized.


Merchandise Sales and Margins


                                          First Quarter         Change
                                          2000     1999     Amount   Percent
                               (In thousands, except average weekly sales data)

Mdse sales                             $28,680   $25,758    $2,922     11.3%
Mdse margin                              8,484     7,978       506      6.3%
Margin percentage, convenience
   stores and truck stops                28.3%     31.0%     (2.7%)    (8.7%)
Average weekly mdse sales per store:
   Convenience stores                  $10,585   $10,137      $448      4.4%
   Truck stops                          16,269    16,629      (360)    (2.2%)


   Merchandise  sales  increased by  $2,922,000  (11.3%) in the first quarter of
2000. Principal factors for that increase were an increase in the sales price of
tobacco products, which earn a lower retail margin than the average merchandise,
and sales from the additional stores purchased on February 26, 1999. Merchandise
gross  profit  increased  by  $506,000  (6.3%)  as a  result  of the  additional
merchandise sales and overcame an 8.7% decline in gross margin percentage.


Other Income and Expenses

   Miscellaneous  income rose to  $3,509,000  in the first  quarter of 2000 from
$2,635,000  in the first  quarter of 1999,  a 33.2%  increase.  As with fuel and
merchandise  volumes,  the  increase  in  miscellaneous  revenues  was  impacted
favorably  by the  purchase  of 25  additional  stores  on  February  26,  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.

   The $1,325,000  (11.5%)  increase in direct store  expenses also relates,  in
part, to the  additional  direct store costs  associated  with  operating the 25
additional stores acquired in February 1999. General and administrative expenses
remained  constant in the 2000 period,  although the Company  operated a greater
number of convenience stores than in prior years.

   Depreciation  and  amortization  increased by $225,000 (15.0%) in the current
quarter.  This increase  resulted in part from  depreciation of the fixtures and
equipment acquired in the February 1999 acquisition of 25 additional convenience
stores and truck stops.

   Where  interest  income  remained  constant  in the  first  quarter  of 2000,
compared  to the  corresponding  period  in the  prior  year,  interest  expense
increased  by  $488,000  (71.6%) as a result of higher  debt levels in the first
quarter of 2000 than in the first  quarter of 1999.  The  Company  has  obtained
fixed interest  rates for its new debt,  which could be beneficial in the future
if interest rates continue to rise as they have since the loans were closed.  In
future  years,   these  loan  payments  will  convert  slowly  toward  a  higher
percentage of principal payments and a lower percentage of interest payments.


Liquidity and Capital Resources

   The majority of the Company's working capital is provided from three sources:
(i) liquid,  short-term  investments since receiving the proceeds of the pay off
of a note  receivable  from FFP  Partners  in  October  1999,  (ii)  cash  flows
generated  from its operating  activities,  and (iii)  borrowings  under its new
revolving line of credit facility.  The Company believes that these investments,
operating  activities,  and short-term working capital facilities,  will provide
sufficient  liquidity  to fund current  commitments  for  operating  and capital
expenditure  programs,  as well as to service debt requirements.  Actual capital
expenditure  funding will be dependent on the level of cash flow  generated from
operating activities and the funds available from financings.

   Since  October  1999,  net funds of  approximately  $10,000,000  provided the
Company  by the  repayment  of  debt  by FFP  Partners  have  been  invested  in
short-term, liquid investments.  These funds earned approximately $573,000 (plus
interest) in the first quarter of 2000 and provide a new source of liquidity for
future operations.

   In  December  1999,  the  Company  obtained  a new  revolving  line of credit
providing for borrowings of up to $10,000,000,  with the amount available at any
time  limited  to a  borrowing  base  equal  to 80%  of  certain  of  its  trade
receivables plus 60% of its inventory at the terminal;  provided,  however, that
any amounts  which  would cause  outstanding  borrowings  under the  facility to
exceed  $5,000,000  are  limited  to 140% of the net  value of debt  and  equity
securities in the Company's  trading  account at a brokerage  firm. At March 26,
2000, the borrowing base was $9,800,000, but the Company was not obligated under
such revolving credit facility. The net value of the Company's securities at the
brokerage firm was  approximately  $7,831,000 on that date. The revolving credit
facility bears  interest at the lender's  prime rate plus one percentage  point,
payable monthly on amounts borrowed, and matures in December 2002. The loans are
subject to a Loan  Agreement and a Security  Agreement  between the lender,  the
Company and two subsidiaries of the Company.  The agreement  contains  numerous,
but typical,  restrictive  covenants  including a financial covenant relating to
the  maintenance of a specified fixed charge coverage ratio of 1.25 to 1, all as
defined in the  agreement.  The loan is secured  by all of the  Company's  trade
accounts receivables and its inventory at the terminal.

   Subject to obtaining  satisfactory deal terms, the Company in 2000 intends to
increase  significantly (i) the outright sales of convenience  stores,  and (ii)
the sales of its  convenience  store  operations to independent  operators while
retaining a motor fuel concession at those locations. It has identified numerous
Company-operated  convenience  stores  that  it  would  consider  converting  to
gas-only stores in such a manner. The Company may or may not purchase additional
convenience  stores in 2000 and beyond as the  convenience  store  industry goes
through  as  period  of  greater   competition  and   consolidation.   Any  such
dispositions or  acquisitions  will impact the Company's  financial  results and
liquidity.  Through March 26, 2000, the Company has closed on the sale of six on
those stores and several others were under contract for sale.

   The Company is party to commodity  futures contracts and forward contracts to
buy and sell fuel, both of which are used  principally to satisfy  balances owed
on exchange  agreements.  Both of these types of  contracts  involve the risk of
dealing with others and their ability to meet the terms of the contracts and the
risk  associated  with  unmatched  positions and market  fluctuations.  The open
positions under these contracts were not significant at March 26, 2000.

   Over the last few years,  the  Company's  money  order  sales have  increased
significantly.  For example, money order payables at the end of fiscal year 1996
were  $7,809,000,  compared to money order  payables of $14,791,000 at March 26,
2000.  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 by
its own stores,  the Company  relies on receiving  timely payment from its third
party money order sales agents.  In 1998 the Company  incurred an additional bad
debt loss from its money order operations.  The Company is currently  attempting
to recover a substantial  portion of these losses that were  attributable to two
reasons:  bank  encoding  errors and  fraudulent  actions by a third party money
order  agent.  The  Company is  subject to the risk of failing to receive  money
order  payments on a timely  basis from its money  order  agents,  although  the
Company  does  believe  that  it has  sufficiently  strengthened  the  necessary
controls in its money order operations.

   The Company had positive  working  capital of  $12,900,000 at March 26, 2000,
compared  to  $14,397,000  at the end of 1999.  In past  years,  the Company has
operated its business with minimal or even negative working capital, principally
because most of its sales are cash sales and it has received  payment terms from
vendors.  The Company is now entering its typically strongest period of the year
when  revenues  and cash  flows  generally  increase.  Consequently,  management
believes that its current  liquidity,  internally  generated funds, use of trade
credit,  and available  line of credit will allow its operations to be conducted
in a customary manner.


Year "2000 " Issues

   Over the past  several  years,  the Company  has  prepared  for the  possible
disruptions  that  might have  resulted  from the date  change to year 2000.  No
significant year 2000 problems were  experienced,  and the Company believes that
no material exposure to year 2000 issues exist.  Total expenditures prior to the
year 2000 related to modifications  of existing  software and conversions to new
software  for  the  year  2000  issue  were  approximately  $700,000,  of  which
approximately $350,000 was capitalized.


Forward-Looking Statements

   Certain  of  the  statements  made  in  this  report  are   "forward-looking"
statements that involve 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.


           QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKS

   The Company is subject to market risks related to variable interest rates and
commodity  prices.  The interest rate calculated under the Company's new line of
credit  facility  is based on the prime  rate of  interest,  which is subject to
change and exposes the Company to the possibility of increasing  interest rates.
However, the Company had no borrowings under that facility at March 26, 2000. As
a result,  all of the Company's  obligations  for the first quarter of 2000 were
not subject to interest rate risk because it had  refinanced  such  indebtedness
with fixed rate financing.

   The Company is also subject to the market risk of increasing commodity prices
and sometimes  attempts to hedge that risk by purchasing  commodity  futures and
forward contracts.  An attempt to hedge that risk is subject to risk because the
commodities  subject to the hedging  contract  are not the same  commodities  as
those owned by the Company in its business.  Open positions  under these futures
and forward contracts were not significant at March 26, 2000.

<PAGE>



                        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:  May 9, 2000                By: /s/John H. Harvison
                                      ---------------------------------
                                      John H. Harvison
                                      Chairman and
                                      Chief Executive Officer

Date:  May 9, 2000                By: /s/Craig T. Scott
                                      ---------------------------------
                                      Craig T. Scott
                                      Vice President - Finance and
                                      Chief Financial Officer