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 March 29, 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 May 13, 1998)


<PAGE>
                          FFP MARKETING COMPANY, INC.
                                Form 10-Q/A
                               March 29, 1998

   FFP Marketing Company,  Inc. (the "Company") amends and entirely restates its
Form 10-Q Quarterly  Report for the Company's  first quarter of 1998 ended March
29, 1998, filed with the Securities and Exchange Commission on May 18, 1998.

   The Company is also amending its other 1998  quarterly  reports,  i.e.,  Form
10-Q Quarterly  Report for its second quarter ended June 28, 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
  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 month period ended March 29, 1998,
are summarized as follows:

                                                       Three Months
                                                      (In thousands)
Reversal of duplicate billing of miscellaneous
     revenues                                               $ (3)
Recording additional gain on sale of property                 15
Additional depreciation at closed locations                  (19)
Adjustment to reconcile inventory at 25 closed
     locations                                               (83)
Income tax benefit of foregoing adjustments                   31

      Total adjustments                                     $(59)


<PAGE>

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

                                                March 29,   December 28,
                                                  1998         1997
                                              (Restated)

                   Assets

Current Assets -
    Cash and cash equivalents                      $9,802      $9,389
    Trade receivables                              12,515      10,732
    Receivables from affiliates                     2,244         426
    Notes receivable                                  736         737
    Inventories                                    15,618      15,820
    Prepaid expenses and other                      1,235       1,077
        Total current assets                       42,150      38,181
Property and equipment, net                        32,019      32,095
Other assets, net                                   5,389       5,054
        Total Assets                              $79,558     $75,330

    Liabilities and Stockholders' Equity

Current Liabilities -
    Current installments of long-term debt         $7,991      $1,208
    Current installments of obligation under
        capital lease                                 622         917
    Accounts payable                               15,871      15,319
    Money orders payable                           13,512      11,299
    Accrued expenses                               11,011       9,623
        Total current liabilities                  49,007      38,366
Long-term debt, excluding current installments     14,811      21,465
Obligations under capital lease, excluding
     current installments                           3,068       3,110
Deferred income taxes                               3,409       3,259
Other liabilities                                   2,723       2,866
        Total Liabilities                          73,018      69,066
Stockholders' Equity
    Common stock and retained earnings             22,478      22,202
    Reduction for joint debt obligations          (15,938)    (15,938)
        Total Stockholders' Equity                  6,540       6,264
  Total Liabilities and Stockholders' Equity      $79,558     $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
                                               March 29,   March 30,
                                                 1998        1997
                                              (Restated)
Revenues
    Motor fuel                                    $76,345     $77,117
    Merchandise                                    22,579      13,987
    Miscellaneous                                   2,331       1,698
        Total Revenues                            101,255      92,802

Costs and Expenses
    Cost of motor fuel                             69,867      72,650
    Cost of merchandise                            15,599      10,173
    Direct store expenses                          10,666       6,950
    General and administrative expenses             3,120       2,745
    Depreciation and amortization                   1,339       1,121
        Total Costs and Expenses                  100,591      93,639

Operating Income/(Loss)                               664       (837)
    Interest expense                                  201         291

Income/(loss) before income taxes                     463     (1,128)

    Income tax expense
        Current                                        16           0
        Deferred                                      170         134
        Total                                         186         134

Net Income/(Loss)                                    $277    $(1,262)


Net income/(loss) per share -
    Basic                                           $0.07     $(0.33)
    Diluted                                          0.07      (0.33)

Weighted average number of common shares
outstanding -
    Basic                                           3,779       3,779
    Diluted                                         3,827       3,779


        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 29,   March 30,
                                                    1998        1997
                                                 (Restated)

Cash Flows from Operating Activities -
    Net income/(loss)                                $277     $(1,262)
    Adjustments to reconcile net income/(loss)
    to cash provided by operating activities -
           Depreciation and amortization            1,339       1,121
           Deferred income tax expense                170         134
           Net change in operating assets
            and liabilities                           (27)      5,030
    Net cash provided by operating activities       1,759       5,023

Cash Flows from Investing Activities -
    Additions of property and equipment, net       (1,138)     (3,636)
    Net cash (used) by investing activities        (1,138)     (3,636)

Cash Flows from Financing Activities -
    Net borrowings/(repayments) under
        credit facilities                            (208)     (1,178)
    Net cash (used) by financing activities          (208)     (1,178)

Net Increase in cash  and cash equivalents            413         209

Cash and cash equivalents at beginning of
     period                                         9,389       8,244
Cash and cash equivalents at end of period         $9,802      $8,453




         See accompanying notes to condensed consolidated financial statements.
<PAGE>

                  FFP Marketing Company, Inc., and Subsidiaries
               Notes to Condensed Consolidated Financial Statements
                                March 29, 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 March  29,  1998,  and the
consolidated  statements of operations and condensed consolidated  statements of
cash flows for the three month periods ended March 29, 1998, and March 30, 1997,
have not been audited.  These  financial  statements for the period ending March
29, 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 period ended March 29, 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 March 29,
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
March 29, 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.  Income/(Loss) per Share

   The Company  adopted  Statement of Financial  Accounting  Standards  No. 128,
"Earnings  per  Share,"  in the  fourth  quarter  of 1997.  First  quarter  1997
income/(loss)  per  share  amounts  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:

                                                  1998     1997
                                                   In thousands

Weighted average number of common shares
    outstanding                                    3,779    3,779
Effect of dilutive options                            48        0
Weighted average number of common shares
    outstanding, assuming dilution                 3,827    3,779

   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
50,000 and 241,999 in 1998 and 1997, respectively.



3.  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
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.

   These  operating  results for the period  ending  March 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 period ended March 29, 1998.


Results of Operations for First Quarter 1998 compared with First Quarter 1997

   The  gallons of motor  fuel sold by the  Company  in the first  quarter  1998
increased  15.4% over the volume of fuel sold in the 1997 period.  The principal
factor  causing  the  increase in gallons  sold was sales from the 94  operating
convenience stores acquired in December 1997. However, the industry wide decline
in fuel  prices  that began in 1997 and has  continued  into 1998  resulted in a
decline of $772,000 (1.0%) in the Company's motor fuel revenues.  Although motor
fuel  revenues  declined,  the  Company's  profit on motor fuel  sales  improved
$2,011,000  (45.0%)  in 1998 over the 1997  quarter  due to the  increased  fuel
volumes from the additional  convenience stores purchased in December 1997 and a
28.4%  improvement in the margin per gallon realized on retail sales. The retail
fuel  margin in 1998 was 10.4  cents per  gallon  as  compared  to 8.1 cents per
gallon in the 1997 quarter.  Wholesale fuel sales, in gallons, increased 9.3% in
the first  quarter  1998 over 1997,  but the per gallon  margin on the sales was
flat between the two periods.

   Merchandise sales increased  $8,592,000 (61.4%) in the first quarter 1998 due
to the sales at the convenience  stores  acquired in December 1997.  Merchandise
gross  profit  increased  $3,116,000  (83.0%)  as a  result  of  the  additional
merchandise sales and an improvement in the margin on merchandise sales to 30.9%
in 1998 from 27.3% in 1997. The improved merchandise margin is the result of the
management's  emphasis  on  strengthening  this  key  aspect  of  the  Company's
operations.

   As with fuel and merchandise volumes, the increase in miscellaneous  revenues
is largely due to the additional revenue from the 94 convenience stores acquired
in December 1997.

   The $3,716,000  (53.5%)  increase in direct store  expenses also relates,  in
part, to the additional  direct store costs associated with operating the stores
purchased  in December  1997.  In  addition,  as a result of the  December  1997
restructuring by which FFP Marketing was formed, as mentioned above, the Company
now pays rent on a number of locations  that were formerly owned by the Company.
This additional rent is also reflected in direct store expenses.

   General and  administrative  expenses  increased $375,000 (13.7%) in the 1998
period.  This increase is due to the addition of field supervisory  personnel to
oversee the  operations of the  convenience  stores  acquired in December and to
operating  costs at the Company's fuel terminal  which began  operations in June
1997.

   Depreciation  and  amortization  increased  $218,000  (19.4%) in the  current
quarter.  This  increase  is the net of  increased  depreciation  related to the
relatively high level of property  additions  during 1997 (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 operating  convenience stores, and depreciation
of  equipment  at the  Company's  fuel  terminal,  offset  by the  reduction  in
depreciation  on  buildings  that were  retained by FFP Partners in the December
1997 restructuring, mentioned above.

   The $90,000 (30.9%) reduction in interest expense 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 first quarter was a negative
$6,857,000  as  compared to a negative  $185,000  at year end 1997.  This change
resulted  primarily  from the  reclassification  to current  liabilities  of the
bridge loan used to finance the  acquisition  of the December  1997  convenience
store  purchase.  The Company  expects to complete the  refinancing of this debt
with a term loan by the end of the second  quarter  1998.  Although the terms of
the  permanent  financing  are being  negotiated,  the Company  expects that the
bridge loan will be replaced with fully  amortizing loan with a term of 12 to 15
years.

   In addition,  the Company is entering its typically  strongest  period of the
year when revenues and cash flows generally increase. Consequently, although the
Company has negative working capital, management believes that the completion of
the refinancing, referred to above, together with internally generated funds and
the  Company's  traditional  use of trade  credit,  along  with its bank line of
credit, are such that operations can be conducted in a customary manner.

   In connection with the December 1997 restructuring of FFP Partners,  referred
to previously,  the balances due at year end 1997 on certain bank and other debt
were retained by FFP Partners. However, pending its refinancing, subsidiaries of
FFP  Marketing  remain  liable on such debt,  and could be required to repay the
debt if FFP  Partners  were unable to do so. FFP Partners  has  indemnified  FFP
Marketing  against this  liability and has granted to FFP Marketing the right to
offset any payments FFP Marketing  might be required to make on the debt against
any amounts  otherwise  due to FFP  Partners by FFP  Marketing.  However,  since
subsidiaries of FFP Marketing are liable on this debt and continue to access the
bank revolving  credit  facility,  this debt must be reflected as a liability on
the balance  sheets of both FFP  Marketing  and FFP  Partners and it reduces the
reported equity of FFP Marketing.  (It is reflected in the equity section of FFP
Marketing's   consolidated   balance   sheets  as  "reduction   for  joint  debt
obligations.")  At such time as FFP Partners  completes the  refinancing  of the
debt, the liability will be removed from FFP  Marketing's  balance sheet and its
reported equity will be increased by $15,938,000.


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, 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,  or  other  aspects  of
competitors'  operations;  increases in the cost of fuel and merchandise sold or
reductions  in the gross  profit  realized  from such sales;  expense  pressures
relating to  operating  costs,  including  labor,  repair and  maintenance,  and
supplies;  and,  unanticipated  general and administrative  expenses,  including
costs of expansion or financing.

<PAGE>


                        EXHIBITS AND REPORTS ON FORM 8-K

Exhibits

       27                Financial Data Schedule.


Reports on Form 8-K

   A report on Form 8-K dated  January 12, 1998,  was filed with the  Securities
and  Exchange  Commission  reporting  the  December  1997  restructuring  of FFP
Partners,  L.P.,  by  which  FFP  Marketing  Company,  Inc.,  succeeded  to  the
convenience store, retail motor fuel marketing,  and other businesses previously
conducted by FFP Partners, L.P.


                                  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