UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-K

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

        For the fiscal year ended December 31, 2001, 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. 1-9510

                               FFP PARTNERS, L.P.
             (Exact name of registrant as specified in its charter)

             Delaware                                        75-2147570
 (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)

           Securities registered pursuant to Section 12(b) of the Act
Title of Each Class                    Name of Each Exchange on Which Registered
 Class A Units of                            American Stock Exchange
Limited Partnership Interests

           Securities registered pursuant to Section 12(g) of the Act
                                      None

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

Indicate by check mark if disclosure of delinquent  filers  pursuant to Item 405
of Regulation  S-K is not contained  herein,  and will not be contained,  to the
best of registrant's  knowledge,  in definitive proxy or information  statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ ____ ]

The  aggregate  market  value of  Class A Units  held by  non-affiliates  of the
registrant at March 1, 2002, was $1,653,000.  For purposes of this  computation,
all officers,  directors,  and  beneficial  owners of 10% or more of the Class A
Units of the registrant are deemed to be affiliates.  Such determination  should
not be deemed an admission that such officers,  directors, and beneficial owners
are affiliates.

                             Class A Units 2,234,262
                (Number of units outstanding as of March 1, 2002)

<PAGE>
                                      INDEX

                                                                           Page

Part I
 Item 1.  Business                                                           1
 Item 2.  Properties                                                         5
 Item 3.  Legal Proceedings                                                  8
 Item 4.  Submission of Matters to a Vote of Security Holders                8

Part II
 Item 5.  Market for the Registrant's Units and Related
             Security Holder Matters                                         9
 Item 6.  Selected Financial and Operating Data                             10
 Item 7.  Management's Discussion and Analysis of
             Financial Condition and Results of Operations                  11
 Item 7A. Quantitative and Qualitative Disclosures About Market Risk        19
 Item 8.  Financial Statements and Supplementary Data                       19
 Item 9.  Changes in and Disagreements with Accountants on
             Accounting and Financial Disclosure                            20

Part III
 Item 10. Directors and Executive Officers of the Registrant                20
 Item 11. Executive Compensation                                            22
 Item 12. Security Ownership of Certain Beneficial Owners and Management    24
 Item 13. Certain Relationships and Related Transactions                    25

Part IV
 Item 14. Exhibits, Financial Statements, Schedules and Reports on Form 8-K 27

Signature                                                                   28

<PAGE>

                                     PART I

Item 1.  BUSINESS.

General Background
------------------

     FFP Partners,  L.P. (the  "Partnership") is a Delaware limited  partnership
whose sole general partner is FFP Real Estate Trust. The  Partnership's  Class A
Units of limited  partnership  interest ("Limited Partner Units") are listed for
trading on the American Stock  Exchange.  The trading symbol for Limited Partner
Units is "FFP". The Partnership has no limited partnership  interests other than
the Limited Partner Units.  {See Item 5. Market for the  Registrant's  Units and
Related Security Holder Matters.}

     FFP Real Estate Trust, a Texas real estate  investment trust, has served as
the Partnership's  sole general partner since a restructuring of the Partnership
motivated by Federal  income tax  considerations  was  completed on December 28,
1997 (the "December 1997 restructuring").  FFP Real Estate Trust is wholly owned
by FFP Partners  Management  Company,  Inc.  ("FFPMC").  John H.  Harvison,  the
Chairman and Chief  Executive  Officer of FFP Real Estate Trust,  members of his
family,  and  corporations,  partnerships,  trusts,  or other business  entities
affiliated with him or his family members (collectively,  the "Harvison Family")
own all of the issued and outstanding shares of FFPMC.

     The  Partnership  was formed in December  1986 pursuant to the Agreement of
Limited  Partnership  of  FFP  Partners,  L.P.  (as  amended,  the  "Partnership
Agreement").  In May 1987, the Partnership  purchased  convenience stores, truck
stops, other retail motor fuel outlets, and ancillary businesses from affiliates
of its senior  executives.  The  purchase  of these  outlets  was  completed  in
conjunction  with the  Partnership's  initial public offering of Limited Partner
Units.  The senior  executives  of the  Partnership  had owned and managed these
operations  prior  to  their   acquisition  by  the  Partnership.   Through  its
subsidiaries,  the  Partnership  owned and operated these  businesses  until the
December 1997 restructuring.

     In the December 1997  restructuring,  the Partnership (a) retained the real
estate  (land  and  buildings)  previously  used  in its  retail  and  wholesale
operations,  and (b)  transferred  its convenience  stores,  truck stops,  other
retail motor fuel outlets,  and other businesses to FFP Marketing Company,  Inc.
("FFP  Marketing")  in exchange for all the common stock of FFP  Marketing.  The
common  stock of FFP  Marketing  was then  distributed  to the  partners  of the
Partnership such that the  Partnership's  limited partners at that time received
one share of common  stock for each Limited  Partner Unit and the  Partnership's
general partner at that time received common stock in a percentage  equal to its
former ownership  percentage.  Since that time, FFP Marketing's common stock has
been listed for trading on the American Stock Exchange (trading symbol "FMM").

     The  real  estate  (comprised  of  land  and  buildings)  retained  by  the
Partnership in the December 1997 restructuring was then contributed at that time
to FFP Properties,  L.P. ("FFP Properties"),  a Texas limited partnership formed
at  that  time,  in  exchange  for  the  general  partnership  interest  in  FFP
Properties. As a result, the Partnership serves as the general partner, and owns
60%, of FFP Properties,  which in turn owns the land and buildings.  The limited
partnership  interests  in the  Partnership  that  were  previously  held by the
Harvison Family were exchanged for economically  equivalent limited  partnership
interests in FFP Properties. As a result, the Harvison Family owns a 40% limited
partnership interest in FFP Properties.

     In the  December  1997  restructuring,  all of the  Partnership's  non-real
estate operating activities were transferred to FFP Marketing.  Since that time,
the business of the Partnership has been the ownership and rental of real estate
through its general partnership interest in FFP Properties.

     Unless the context requires otherwise, references herein to the Partnership
include its subsidiary, FFP Properties, and its general partner, FFP Real Estate
Trust. References herein to FFP Marketing include its subsidiaries.

     The Partnership  maintains its principal  executive  offices at 2801 Glenda
Avenue,  Fort Worth,  Texas 76117. The  Partnership's  telephone number is (817)
838-4700, and its Internet web site address is www.ffplp.com.

     The Partnership intends to pursue the following business strategy:

     1. own its current portfolio of improved real properties,
     2. collect rental income from those properties,
     3. build equity in the properties through debt retirement and appreciation,
        and
     4. where acceptable deal terms, occupancy and financing are available,
        expand its real estate holdings through the acquisition or development
        of other real estate properties.

     On December 17, 2001,  FFP  Properties  acquired a 50% limited  partnership
interest in Brookside Villas, Ltd. Villas ("Brookside  Villas"),  a newly formed
Texas real estate limited  partnership.  Brookside Villas was formed to purchase
35 developed lots on five acres, more or less, in Austin, Texas and to build and
sell single-family homes on those lots. The sole general partner of Brookside is
Admiral  Construction,  Inc., a Texas  corporation  owned by T. David Young,  an
experienced homebuilder in Austin, Texas. On December 17, 2001, Brookside Villas
purchased that land and began its marketing activities there. At March 20, 2002,
Brookside  Villas had entered  into  contracts  to build and sell its first four
houses on that land.  Sales prices on those  contracts  ranged from  $160,000 to
$190,000.  On that date, the Partnership was also involved in negotiations  with
Admiral  Construction,  Inc.  regarding the formation of two additional  limited
partnerships  to purchase and develop other tracts of land in Austin,  Texas and
to build and sell homes on those tracts.

     The  Partnership  may make additional  limited  partnership  investments in
other  residential  or  commercial  real estate  projects in Austin,  Texas with
Admiral  Construction,  Inc. or in other locales or with other  parties,  but no
assurance can be given that such investments  will be made or be profitable.  In
addition,  the  Partnership  may acquire  additional  retail sites that could be
leased  to  FFP  Marketing  for  convenience  stores,  truck  stops,   fast-food
restaurants,  and other retail  outlets.  Any additional real estate acquired by
the Partnership may be used for other  purposes,  however,  and may be leased to
other tenants.

     The  Partnership  does not currently  intend to convert  itself into a real
estate  investment  trust  but may do so at  some  time  in the  future.  If the
Partnership  decides  to  convert  into  a real  estate  investment  trust,  two
scenarios  are possible.  One would be with a conversion  through a "merger" and
the  other  would be  undertaken  through  an  "exchange".  In either  case,  if
undertaken, the holders of the Limited Partnership Units would receive shares of
FFP  Real  Estate  Trust in place  of  their  limited  partnership  units of the
Partnership,  and  the FFP  Real  Estate  Trust  shares  would  be  listed  on a
securities exchange.

     The  Partnership  has not  decided to seek a tax ruling  from the  Internal
Revenue Service ("IRS") regarding a conversion.  If one is sought,  there can be
no assurance whether or when the IRS would respond favorably to the request.  If
the  Partnership  decides to pursue a  conversion  and obtains a  favorable  tax
ruling from the IRS that a merger of the  Partnership  and its general  partner,
FFP  Real  Estate  Trust,  would  be  tax-free  to the  holders  of the  Limited
Partnership  Units, then the merger alternative would most likely be used. Under
the  merger  alternative,  the  Partnership  would be  merged  into its  general
partner,  FFP Real Estate  Trust,  with the  holders of the Limited  Partnership
Units  receiving  shares or units of FFP Real Estate Trust in exchange for their
units of the Partnership.

     If the Partnership decides to pursue a conversion but is unable to obtain a
favorable ruling from the IRS on the merger  alternative,  then it could convert
to a real estate  investment  trust under the  exchange  alternative.  Under the
exchange  alternative,  the  holders of the Limited  Partnership  Units would be
prohibited from  transferring  their units to a third party but would be able to
require the  Partnership's  general  partner to redeem  their  units  either for
shares of FFP Real Estate Trust or for cash. FFP Real Estate Trust,  and not the
holders of the Limited  Partnership Units, would determine whether to redeem the
Partnership's  units  for  shares  or  cash.  Management  expects  that any such
redemption  would be made in  exchange  for  shares or units of FFP Real  Estate
Trust.

Competition
-----------

     Numerous  parties with greater  financial  resources  than the  Partnership
compete with the Partnership in acquiring and owning real estate.  These parties
may be able to accept  more or less  risk than the  Partnership  is  willing  to
undertake.  Competition  will affect the bargaining power of property owners who
sell,  buy or  lease  their  properties,  may  reduce  the  number  of  suitable
investment  opportunities  available  to the  Partnership,  and may decrease the
yield achievable on any real estate owned or purchased by the Partnership.

Employees
---------

     Since it was  formed and  through  March 1, 2002,  FFP Real  Estate  Trust,
general partner of the Partnership,  had two executive  officers.  Those persons
have not been paid any compensation directly by the Partnership, other than unit
options.  Both of those hold  similar  positions  with FFP  Marketing.  FFP Real
Estate  Trust has entered  into a  reimbursement  agreement  with FFP  Marketing
pursuant  to which the  Partnership  pays FFP  Marketing  an annual  lump sum of
$200,000 for administrative and other indirect costs provided to the Partnership
and reimburses FFP Marketing for all of direct costs of the Partnership. Neither
FFP Real Estate Trust nor the Partnership has any other employees.

Government Regulation -- Environmental Regulation
-------------------------------------------------

     Substantially  all of the  properties  leased  by  the  Partnership  to FFP
Marketing  contain  underground  storage tanks used for motor fuel storage.  The
underground  storage  tanks are owned and  operated by FFP  Marketing,  which is
responsible for compliance with all  environmental  laws,  rules and regulations
regarding such tanks.  If for any reason FFP Marketing is unable or unwilling to
take all actions  that may be  required  under  current or future  environmental
laws,  rules  or  regulations  regarding  underground  storage  tanks  or  other
activities,  the  Partnership  could be  required  to take such  actions  and be
responsible for violations of such environmental laws, rules or regulations.

     The Partnership may acquire additional properties that will also be subject
to environmental regulations,  either because they will also contain underground
storage tanks or for other reasons. The Partnership intends to structure similar
leases  with  the  operators  of such  properties  so that the  lessees  will be
responsible for compliance with such environmental regulations.

Federal Income Tax Law
----------------------

     As a partnership,  the Partnership pays no federal income tax. Rather,  the
income or loss of the Partnership is allocated to its partners to be included in
their  respective  tax returns,  subject to special  rules for  publicly  traded
partnerships.  Investors  should  note that (i) the  passive  loss  rules of the
Internal Revenue Code are applied  separately with respect to items attributable
to each  publicly  traded  partnership,  (ii) net income from a publicly  traded
partnership is not treated as passive income,  and (iii) income may allocated to
partners even though no distributions of profits are made.

     If in the future the  Partnership  were to become a real estate  investment
trust for federal income tax purpose {see Business Strategy}, its earnings would
no  longer  be  allocated  to its  partners,  but it would  not,  as an  entity,
generally  be subject to federal  income tax.  However,  it would be required to
comply  with  various  complex  requirements  that would limit the nature of its
assets  and  sources  of its  income.  In  addition,  it  would be  required  to
distribute  annually  to its  shareholders  at  least  95% of  its  real  estate
investment  trust  taxable  income.  Differences  in timing  between  the actual
receipt of income,  the actual  payment of  deductible  expenses  in arriving at
taxable  income,  the  creation of  reserves,  and  required  debt  amortization
payments  could  require  the  Partnership  to  borrow  funds  to  meet  the 95%
distribution  requirement  even if management  believed that the then prevailing
market  conditions were not favorable for such borrowings or that the borrowings
were not advisable in the absence of such tax considerations.

Forward-Looking Statements
--------------------------

     This  annual  report  on  Form  10-K  contains  certain   "forward-looking"
statements  as such term is defined in the U.S.  Private  Securities  Litigation
Reform  Act of  1995,  and  information  relating  to the  Partnership  and  its
subsidiary  that is based on the beliefs of management and  assumptions  made by
and information  currently  available to management.  The Partnership is relying
upon the "safe  harbor"  contained  in  Section  27A of such act in making  such
forward-looking  statements.  Certain of the statements  made in this report are
forward-looking  statements  that  involve a number of 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.   Although  the
Partnership  believes that the  expectations  reflected in such  forward-looking
statements  are based upon  reasonable  assumptions,  the  Partnership's  actual
results  could  differ  materially  from those set forth in the  forward-looking
statements.

     Many  factors  could cause  actual  results to differ  materially  from the
forward-looking statements,  including but not limited to the following: changes
in real  estate  conditions,  including  rental  rates and the  construction  or
availability  of  competing  properties;  the  financial  strength,  cash  flow,
liquidity and other  relevant  business  aspects of FFP  Marketing,  the primary
tenant of the Partnership's  properties;  changes in the industries in which FFP
Marketing  competes;  changes in general  economic  conditions;  the  ability of
management to identify  acquisition  and  investment  opportunities  meeting the
Partnership's   investment   objectives;   the  timely   leasing  of  unoccupied
properties;  timely re-leasing of currently occupied  properties upon expiration
of the current leases or the default of the current  tenant;  the  Partnership's
ability to generate funds sufficient to meet its debt service payments and other
operating  expenses;  the inability of the Partnership to control the management
and operation of its tenant and the  businesses  conducted on the  Partnership's
properties;  financing risks,  including the availability of funds to service or
refinance existing debt and to finance acquisitions of additional property,  the
existence of complex tax regulations  relating to the Partnership's  status as a
publicly  traded  partnership  and, if achieved,  to its status as a real estate
investment trust and the adverse consequences of the failure to qualify as such;
the inability of Brookside  Villas to sell its real properties at a profit;  and
other risks  detailed  from time to time in the  Partnership's  filings with the
Securities  and  Exchange  Commission.  Given these  uncertainties,  readers are
cautioned not to place undue  reliance on the  forward-looking  statements.  The
Partnership  undertakes  no  obligation  to publicly  release the results of any
revisions to these  forward-looking  statements  that may be made to reflect any
future events or circumstances.

     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.

Item 2. PROPERTIES.

     The Partnership  owned 196 and 197 improved real properties on December 31,
2001 and 2000,  respectively.  The Partnership's real properties are principally
located in small cities and towns in the states  shown in the table  below.  The
table below also shows the uses of Partnership properties at December 31, 2001:

               Convenience    Gas-Only       Truck      Vacant or
                 Stores        Stores        Stops     Other Uses        Total
               -----------    --------       -----     ----------        -----

Texas              47            89            6              9           151
Oklahoma            0             4            0              0             4
Louisiana          11             4            0              1            16
Missouri            8             1            0              2            11
Mississippi         4             1            0              1             6
Illinois            0             0            0              1             1
Kentucky            1             0            1              0             2
New Mexico          0             0            2              1             3
Tennessee           1             1            0              0             2
                  ---           ---          ---            ---           ---
Totals             72           100            9             15           196
                  ===           ===          ===            ===           ===

     Substantially  all of the  Partnership's  rental properties under lease are
leased to FFP  Marketing  subject  to  long-term  leases  for the  operation  of
convenience  stores,  gas-only stores or truck stops at those  locations.  These
leases contain two important provisions:

          1. "Triple Net" Leases.  Under these  "triple net" leases,  the tenant
     (FFP  Marketing),  and not the landlord  (the  Partnership),  pays all real
     estate  taxes,  insurance,  operating  costs,  and  capital  costs  for the
     properties.   Landlords  generally  favor  a  "triple  net"  lease  because
     properties leased under "triple net" provisions  require  considerably less
     operating costs and entail  substantially  less risk than properties leased
     without this provision.

          2. Escalating  Rent.  Almost all of the leases provide that the rental
     income to be received by the Partnership  will increase every five years to
     the extent of any increase in the consumer price index.

     At December  31,  2001,  those  properties  included  92 parcels  where the
Partnership  owns  land  and a  building  thereon  and  104  parcels  where  the
Partnership  only owns a building  located on land  owned by  affiliates  of the
Harvison Family.

     Of the 92  properties  where  the  Partnership  owns land and  building  at
December 31, 2001, the Partnership leased 81 properties to FFP Marketing on that
date for use as convenience  stores,  gas-only stores or truck stops.  The lease
terms for those 92 properties is set forth in the following table:

                                                                Number of
Term of Lease                                                   Properties
-----------------------------------------------                 ----------
20-year leases                                                       63
15-year leases                                                       14
5-year lease, plus three 5-year renewal options                       1
Month-to-month leases                                                 3
                                                                    ---
Total - land and building properties leased to FFP Marketing         81
Minor properties - leased on month-to-month leases or vacant         11
                                                                    ---
Total - land and building properties                                 92
                                                                    ===

     In connection  with its  refinancing of long-term debt in October 1999, the
Partnership  leased 63 properties to FFP Marketing  under 20-year  leases.  This
debt is secured by liens against the 63 properties  and will be fully  amortized
with fixed monthly  payments over a 20-year term. The  Partnership's  leases for
these  63  properties  contain  "triple  net"  provisions  and  rent  escalation
provisions  every five years in the event of an increase in the  consumer  price
index.

     Upon its purchase of 14 properties in February 1999, the Partnership leased
those 14 properties to FFP Marketing  under 15-year  leases.  The  Partnership's
scheduled rent income on these  properties  equals its debt obligations on these
properties  during its initial five years of ownership.  Beginning in March 2004
and again in March 2009, the Partnership's scheduled rent on those 14 properties
will increase if the consumer  price index has increased at those times and will
thereafter  exceed its debt  obligations on those  properties.  The  Partnership
accounts for the land portion of the rental  income from those 14  properties as
operating leases. Therefore, the land at those locations is shown as an asset on
the Partnership's  balance sheets, and the rental income is shown as such on the
Partnership's  statements of income. On the other hand, the Partnership accounts
for the building portion of the rent income from those 14 properties as a direct
financing lease. As a result,  the  Partnership's  balance sheets do not include
those  buildings,   or  the  depreciation  thereon,  as  assets.   Instead,  the
Partnership's  receivable  from  those  direct  financing  leases is shown as an
asset,  and the interest  income  earned each month from those direct  financing
leases is included in the statements of income.  Nevertheless,  the  Partnership
does own legal title to both the land and the buildings at those 14 locations.

     The Partnership  purchased one property in December 2001 from FFP Marketing
and leased it back to FFP Marketing  under a 5-year lease,  plus renewal options
at the election of FFP Marketing.

     The Partnership's  ownership in the 104 building-only  properties leased to
FFP Marketing is subject to a  pre-existing  ground lease between FFP Marketing,
as lessee, and the Harvison Family, as lessor. The Partnership currently expects
that  leases  on  13  of  these   building-only   properties   will  convert  to
month-to-month  leases in May 2002,  with the remaining 91 leases expected to be
renewed in May 2002 and then  expire in May 2007.  The  Partnership's  ownership
interest in all of the 104 building-only properties terminates concurrently with
the end of the underlying ground leases (generally,  May 2007) and will continue
beyond that date only if the underlying ground leases are renewed.  As a result,
the properties will be fully  depreciated at the time that the underlying ground
leases  expire.  The lessors  under those  ground  leases have  indicated to the
Partnership that they do not intend to extend the ground leases past 2007.

     The  Partnership's  rental rates for all properties leased to FFP Marketing
were determined by management of the Partnership based on their knowledge of the
properties  and their  prior  experience  as lessors  and  lessees  for  similar
properties. The Partnership believes that the rental rates paid by FFP Marketing
to the  Partnership  are a fair rental value.  Neither the  Partnership  nor FFP
Marketing  have  engaged a third  party  advisor or  referred to any third party
surveys or analyses of rental rates in making this determination.

Item 3.  LEGAL PROCEEDINGS.

     The Partnership is not subject to any material  pending legal  proceedings,
other  than  routine  litigation  incidental  to  its  business,  to  which  the
Partnership or its subsidiary is a party or of which any of their properties are
subject.

Item 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

     No matter was  submitted  to a vote of the holders of the  Limited  Partner
Units during the fourth quarter of 2001.


                                     PART II

Item 5.  MARKET FOR THE REGISTRANT'S UNITS AND RELATED SECURITY HOLDER MATTERS.

     The  Limited  Partner  Units are listed for trading on the  American  Stock
Exchange  under the  trading  symbol  "FFP".  At March 1,  2002,  there were 115
holders of record and 505 beneficial  owners of the Limited  Partner Units.  The
closing  sales price of these  Units on that date was $0.74 per Unit.  {See Item
12. Security Ownership of Certain Beneficial Owners and Management.}

     The  following  table sets forth the range of high and low sales prices for
the Limited  Partner  Units as reported on the American  Stock  Exchange for the
periods indicated:

                                                  High              Low
                                                ------           -------
2000
----
   First Quarter                                $1.188            $0.813
   Second Quarter                                1.250             0.813
   Third Quarter                                 1.063             0.750
   Fourth Quarter                                1.063             0.750

2001
----
   First Quarter                                 $0.88             $0.68
   Second Quarter                                 0.95              0.70
   Third Quarter                                  0.92              0.70
   Fourth Quarter                                 0.85              0.73

     The  Partnership has not made any  distributions  to its partners since the
December 1997 restructuring.  The Board of Trustees of FFP Real Estate Trust, as
general partner of the  Partnership,  has not established a distribution  policy
for the  Partnership.  Any future  distributions  may only be made in compliance
with the terms of the Partnership's  long-term debt.  Accordingly,  no assurance
can be given that the  Partnership  will be able,  or will  choose,  to make any
distributions  to holders of the Limited  Partnership  Units. The ability of the
Partnership  to make  distributions  in the future  will be  dependent  upon the
Partnership's  earnings,  cash flow,  anticipated capital  expenditures and debt
service  requirements.  {See Item 7.  Management's  Discussion  and  Analysis of
Financial Condition and Results of Operations, Liquidity and Capital Resources.}

     The Partnership's  partnership  agreement  prohibits any person from owning
more than 4.9% of the Limited  Partner  Units.  The agreement  provides that any
purchase or transfer  that would result in a person owning more than 4.9% of the
Limited  Partner Units will be null and void, and that the units that were to be
transferred  will become  "Excess  Units." Any such "Excess  Units" will have no
voting or  distribution  rights  and will be held in escrow by the  Partnership.
Prospective purchasers of the Units should make note of such restrictions.


Item 6.  SELECTED FINANCIAL AND OPERATING DATA.


                                             2001      2000      1999   1998 [1]
                                            ------    ------    ------  --------
                                          (in thousands, except per unit data)

Rental income                               $2,933    $2,992    $2,975    $2,660
Gain on sale of property                        52       478         0        56
Stock and bond losses                         (200)     (240)        0         0
Interest and other income                    1,237     1,158       822        14
                                            ------    ------    ------    ------
Total revenues                              $4,022    $4,388    $3,797    $2,730
                                            ======    ======    ======    ======

Real property, net                         $16,173   $16,888   $18,273   $16,684
Investment in direct financing leases, net   3,782     3,845     3,897         0
Total assets                                23,574    23,574    23,979    16,804

Long-term debt, excluding current portion  $19,509   $20,191   $20,812   $13,355
Minority interest in subsidiary              1,247     1,151       945       857
Partners' equity                             1,598     1,422     1,394     1,262
                                            ------    ------    ------    ------
Total capitalization                       $22,354   $22,764   $23,151   $15,177
                                            ======    ======    ======    ======

Net income (loss)                             $143      $310      $132    $(179)
                                            ======    ======    ======    ======

Net income (loss) per unit -
     Basic                                   $0.06     $0.14     $0.06   $(0.08)
     Diluted                                 $0.06     $0.14     $0.06   $(0.08)

Adjusted EBITDA [2]                         $2,237    $2,137    $2,008    $1,321

FFO [3]                                       $986      $914      $884      $519
FFO Per Unit                                 $0.43     $0.40     $0.39     $0.23

--------------------
[1] Although the  Partnership  began  operations  in May 1987,  no balance sheet
items or operating  results prior to its  restructuring on December 28, 1997 are
shown  above for the  Partnership.  The  Partnership's  balance  sheet items and
operating  results  after the  restructuring  are not  comparable  to any period
before then. In order to avoid potential misunderstandings,  balance sheet items
and operating  results of the  Partnership  for years prior to 1998 are included
with reports filed with the Securities and Exchange Commission by FFP Marketing.

[2] Adjusted EBITDA is defined as net income (loss) from  continuing  operations
before interest expense,  income taxes,  depreciation and amortization  expense,
and  then  reduced  by the  40%  minority  interest.  Adjusted  EBITDA  provides
additional  information for evaluating financial results and is presented solely
as a  supplemental  measure.  Adjusted  EBITDA is not intended to represent cash
flow and should not be construed as an alternative to cash flow, net income,  or
any  other  measure  of  financial  performance  presented  in  accordance  with
generally accepted accounting principles.

[3] For a definition and discussion of FFO, see Item 7 - Management's Discussion
and Analysis of Financial  Condition  and Results of  Operations,  Liquidity and
Capital Resources - Comparison to REIT's.


Item 7.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
         AND RESULTS OF OPERATIONS.

General
-------

     This discussion  should be read in conjunction with the selected  financial
and operating data, the description of the  Partnership's  business  operations,
and the financial  statements and related notes and schedules included elsewhere
in this  Annual  Report on Form 10-K.  {See Item 1.  Business -  Forward-Looking
Statements.}

     The only  tenant of the  Partnership's  properties  is FFP  Marketing,  and
individuals  employed by FFP  Marketing  also manage the business and affairs of
the Partnership.  This discussion  should be read in conjunction with the Annual
Report on Form 10-K of FFP  Marketing  for its fiscal  year ended  December  30,
2001. The failure for any reason by FFP Marketing to pay rent to the Partnership
is a material risk factor regarding an investment in the Limited Partner Units.

     As previously discussed, the Partnership and its assets and businesses were
restructured  at the close of its fiscal year 1997, as follows:  the Partnership
retained  all of the real  property  used in its former  retail  operations  and
entered  into  long-term,  triple-net  leases  of that  real  property  with FFP
Marketing,  and all of its other assets and businesses  were  transferred to FFP
Marketing.  In addition to  retaining  the real  estate  referred to above,  the
Partnership retained certain  liabilities,  principally bank debt and other debt
secured by the real  estate  retained  by it. All other  liabilities  (including
trade accounts payable, accrued expenses, money orders payable,  deferred income
taxes, and obligations under capital leases) were transferred to FFP Marketing.

     Accordingly,   the   Partnership's   business   since  the  December   1997
restructuring  consists of the leasing and management of its current real estate
holdings and the possible acquisition,  leasing,  management,  or development of
additional  real  properties.  No  operations,  assets,  and  businesses  of the
Partnership  prior  to  1998  are  comparable  to the  operations,  assets,  and
businesses of the Partnership after the December 1997 restructuring.

2001 Operations compared to 2000 Operations
-------------------------------------------

     The Partnership earned $143,000 in 2001, a $167,000 decrease (54%) compared
to net income of $310,000  in 2000.  The major  reason for this  decrease in net
income  was that net gains  from the sale of  convenience  store  property  were
$52,000 in 2001,  compared  to net gains of  $478,000  in 2000,  a  decrease  of
$426,000.

     Comprehensive  net  income  was  $176,000  in  2001,  a 529%  increase,  or
$148,000,  over  comprehensive net income of $28,000 in 2000.  Comprehensive net
income in 2001  included  net income of $143,000 and an  unrealized  net gain on
marketable  securities of $33,000. The net gain resulted from an unrealized loss
on marketable securities of $167,000 and a reclassification to income of a prior
unrealized  loss on  marketable  securities  of $200,000 due to an impairment of
those  marketable  securities.  Comprehensive  net  income  in 2000  of  $28,000
included net income of $310,000 and a net unrealized loss on  available-for-sale
securities of $282,000.

     Total  revenues in 2001 were  $4,022,000,  an 8%  decrease  over 2000 total
revenues of $4,388,000.  Total revenues  declined in 2001 primarily  because net
gains from the sale of convenience store property were $52,000 in 2001, compared
to net gains on the sale of convenience  store properties of $478,000 in 2000, a
decrease of $426,000.

     Interest income and discount accretion  increased to $1,237,000 in 2001, an
improvement of $79,000,  or 7%, over interest  income and discount  accretion of
$1,158,000  in the  prior  year.  Principal  components  of this  increase  were
interest  income on bond  investments  and bond discount  income.  The following
table reflects the components of interest income and discount  accretion in 2001
and 2000:

                                                          2001         2000
                                                        ------        ------
                                                           (in thousands)

Interest income from direct financing leases              $790          $802
Interest income from affiliate                             123           108
Interest income from bond investments                      149           127
Bond discount income                                       167           109
Interest income on notes receivable                          8            12
                                                        ------        ------
     Total interest income                              $1,237        $1,158
                                                        ======        ======

     Interest expense in 2001 was $2,086,000,  a $48,000  increase,  or 2%, over
interest expense in 2000 of $2,038,000.  This increase  resulted from additional
credit enhancement fees paid on the Partnership's long-term debt. These fees are
payable by the  Partnership  because other  borrowers in the same loan pool that
the Partnership's  20-year loans are grouped have defaulted in their payments to
that same lender.  The Partnership  anticipates that these fees will continue in
future years in the same amount as incurred in 2001.

     In addition, the Partnership increased its equity in real estate properties
by making  principal  payments on its long-term debts in the amounts of $621,000
in 2001  and  $565,000  in  2000.  The  portion  of the  Partnership's  payments
attributable  to principal on those loans is scheduled to increase over the term
of the loans.

     Depreciation   and  amortization   expense  remained   relatively  flat  at
$1,256,000 in 2001. In 2000, depreciation expense was $1,246,000.

     General and administrative  expenses were $441,000 in 2001,  representing a
25% decrease, or $147,000,  from general and administrative expenses of $588,000
in 2000.  This  reduction  was achieved as a result of lower legal  expenses and
reduced  bad  debt  expenses  that had been  incurred  in 2000 as a result  of a
dispute  with and  eviction  of a third  party  tenant,  in  addition to reduced
accounting fees. In each year, general and  administrative  expenses include the
overhead  reimbursement  fee of  $200,000  paid  to FFP  Marketing,  as  well as
auditing fees, tax return software processing fees, tax return preparation fees,
and  miscellaneous  expenses in  maintaining  properties  not under  lease.  The
Partnership expects that such costs will decrease further in 2002 as a result of
the  Partnership's  termination of its tax return  processing  software in early
2002.

     Cash flows  provided  by  operating  activities  were  $1,494,000  in 2001,
compared to $573,000 in 2000.  This  increase  resulted  from cash was not being
used to purchase trading  securities in 2001,  whereas $865,000 was used to make
such purchases in 2000. Cash flows used in investing activities were $823,000 in
2001,  compared to cash flows  provided by  investing  activities  of $78,000 in
2000.  Principal  investments  in 2001 were the  purchase of  available-for-sale
securities  for  $475,000,  the purchase of  additional  convenience  store real
property for $523,000,  and an  investment  of $273,000 in the Brookside  Villas
real   estate   partnership.   In   2000,   the   principal   investments   were
interest-bearing advances to FFP Marketing and purchasing additional convenience
store real properties for $287,000. Cash flows used in financing activities were
$621,000 in 2001 and  $651,000 in 2000.  Almost all of those usages were used to
repay long-term debt.

2000 Operations compared to 1999 Operations
-------------------------------------------

     The Partnership earned $310,000 in 2000, a $178,000 improvement (135%) over
net  income of  $132,000  in 1999.  The major  reasons  for this  increase  were
additional   interest   income  of  $336,000  from   investments  in  marketable
securities,  reduced by unrealized and realized losses of $240,000 on marketable
securities, and net gains of $478,000 on the sale of properties.

     The  Partnership  earned  comprehensive  net  income  in 2000  of  $28,000,
comprised  of its net income of  $310,000  minus a net loss  arising  from a net
unrealized  loss on  available-for-sale  securities  of $282,000.  In 1999,  the
Partnership's net income equaled its comprehensive net income because it did not
own any available-for-sale securities in 1999.

     Total  revenues in 2000 were  $4,388,000,  a 16%  increase  over 1999 total
revenues of $3,797,000.  Total revenues  increased in 1999 primarily because the
14 properties  purchased in February 1999 by the Partnership  were leased to FFP
Marketing for 12 months in 2000 instead of only 10 months as in 1999.

     Interest  and  other  income   increased  to  $1,158,000  in  2000,  a  41%
improvement,  or  $336,000,  over  interest  and other income of $822,000 in the
prior year.  Principal  components of this increase were interest  income for an
additional  two months under the direct  financing  leases in 2000 than in 1999,
interest  income on bond  investments  and bond discount  income.  The following
table reflects the components of interest and other income in 2000 and 1999:

                                                        2000            1999
                                                       -----          -------
                                                           (in thousands)

Interest income from direct financing leases            $802            $675
Interest income from affiliate                           108             140
Interest income from bond investments                    127               0
Bond discount income                                     109               0
Interest income on notes receivable                       12               7
                                                      ------           -----
     Total interest income                            $1,158            $822
                                                      ======           =====

     Interest  expense in 2000 was  $2,038,000,  an 8%  increase  over  interest
expense in 1999 of $1,893,000.  This increase  resulted  primarily from payments
for 12  months  in 2000,  instead  of only 10  months  as in  1999,  on the debt
incurred  in  purchasing  the 14  properties  in  February  1999,  and a  higher
percentage of interest  expense and a higher  interest rate on a long-term  loan
obtained in October 1999 to refinance a prior loan.

     In addition, the Partnership increased its equity in real estate properties
by making  principal  payments on its long-term debts in the amounts of $565,000
in 2000 and $1,191,000 in 1999.

     Depreciation   and  amortization   expense  remained   relatively  flat  at
$1,246,000 in 2000,  compared to $1,253,000 in 1999.  General and administrative
expenses  were  $588,000 in 2000,  representing  a 30% increase from general and
administrative expenses in 1999 of $451,000. In each year, these amounts include
the overhead  reimbursement  fee of $200,000 paid to FFP  Marketing,  as well as
auditing fees, tax return software processing fees, tax return preparation fees,
and miscellaneous expenses in maintaining properties not under lease.

     Cash flows provided by operating activities were $573,000 in 2000, compared
to $969,000 in 1999. The principal  reason for this decrease was the purchase of
trading securities, which was offset in part by an improvement in cash flow from
rental properties.  Cash flows provided by investing  activities were $78,000 in
2000, compared to cash flows used in investing activities of $7,700,000 in 1999.
The  principal  source of these funds in 2000 was proceeds from the sale of real
property,   and  the   principal   investing   activity   for  these  funds  was
interest-bearing  advances  to FFP  Marketing.  Cash  flows  used  in  financing
activities were $651,000 in 2000, compared to cash flows provided from financing
activities of $6,731,000 in 1999.  Cash flows from financing  activities in 2000
were used  principally  in  repaying  long-term  debt,  compared  to cash  flows
provided  by  financing  activities  in 1999  incurred in  connection  with debt
incurred to purchase 14 properties in February 1999.

Comparison to REIT's
--------------------

     The Partnership is not a real estate  investment  trust  ("REIT"),  but its
activities  are much like those of a REIT. One  performance  measure used within
the REIT  industry  is funds from  operations  ("FFO").  FFO,  as defined by the
National  Association of Real Estate  Investment  Trusts  ("NAREIT"),  means net
income (loss) as determined in accordance  with  generally  accepted  accounting
principles   (or   "GAAP"),   but   excluding   gains  (or  losses)   from  debt
restructurings,  similar activities, and sales of properties,  plus depreciation
and amortization of real estate assets,  and with adjustments for unconsolidated
partnerships  and joint  ventures.  FFO was  developed  by NAREIT as a  relative
measure of  performance  and  liquidity  of an equity REIT in order to recognize
that  income-producing real estate historically has not depreciated on the basis
determined under GAAP. While FFO is one appropriate measure of performance of an
equity REIT, it (i) does not represent cash generated from operating  activities
determined in accordance with GAAP (which,  unlike FFO,  generally  reflects all
cash effects of transactions and other events that enter into the  determination
of net income),  (ii) is not  necessarily  indicative of cash flow  available to
fund cash needs,  and (iii) should not be  considered as an  alternative  to net
income  determined in accordance with GAAP as an indication of the Partnership's
operating  performance,  or to cash flow from operating activities determined in
accordance  with GAAP as a  measure  of either  liquidity  or the  Partnership's
ability to make  distributions  or to fund its other  operations.  The following
table presents the  determination  of FFO for the Partnership for the last three
years:

                                                  2001     2000    1999   1998
                                                ------   ------  ------  ------
                                           (in thousands, except per units data)

Income (loss) before minority interests           $239     $516    $220   $(282)
  (Gains) from sales of properties                 (52)    (478)      0     (56)
  Losses on marketable securities                  200      240       0       0
  Depreciation and amortization                  1,256    1,246   1,253   1,203
                                                 -----    -----   -----  ------

Funds from operations before minority
   interests                                     1,643    1,524   1,473     865
Less - 40% of FFO attributable to
   minority  interests in subsidiary             (657)    (610)    (589)   (346)
                                                 -----   ------   ------  -----

Funds from operations (FFO) for
   the Partnership                                $986     $914    $884    $519
                                                 =====    =====   =====   =====
FFO per unit (based on units outstanding
  for diluted net income (loss) per unit
   calculations)                                 $0.43    $0.40   $0.39   $0.23
                                                 =====    =====   =====   =====

     Although  the  Partnership  has  generated  positive  FFO,  it has not made
distributions to holders of the Limited Partnership Units because  substantially
all cash generated from the Partnership's  operations has been utilized for debt
payments  and to  accumulate  capital for other  purposes.  Thus far,  the Trust
Managers  have  determined  to  utilize  such  funds  to  build  equity  in  its
properties,  to invest in stocks and bonds,  to advance funds to its  affiliate,
FFP Marketing, and to invest in a real estate partnership.

     The refinancing of Partnership long-term debt in October 1999 provides that
the  Partnership  shall limit  distributions  to its partners  such that,  after
making any distribution,  (a) the Fixed Charge Coverage Ratio for each of the 63
pledged  properties  secured by that loan  (summarized  below) shall not be less
than 1.30 to 1.00, and (b) the Fixed Charge  Coverage Ratio for the  Partnership
(summarized below) shall be less than 1.35 to 1.00. In general, the Fixed Charge
Coverage  Ratio  during  any  period  for a pledged  store  equals the cash flow
(pre-tax  income  before  minority  interest,  plus  depreciation  and  interest
expense) of that store for that period,  divided by the amount of debt  payments
for that store for that  period,  and the Fixed Charge  Coverage  Ratio during a
period  equals the cash flow  (pre-tax  income before  minority  interest,  plus
depreciation and interest  expense) of the Partnership for that period,  divided
by the amount of debt payments of the  Partnership  for that period.  Each Fixed
Charge Coverage Ratio is calculated for the 12-month period ending each December
31.  Management  has not yet  determined  if,  or how much of,  any  Partnership
distributions  will be made to the  holders of the  Limited  Partnership  Units.
Management does believe that the Partnership's liquid resources will benefit the
Partnership  if used to invest  in  additional  real  estate  projects,  such as
Brookside Villas,  for example,  that could, if successful,  result in growth of
the Partnership.

Inflation
---------

     The Partnership's  real property leases with FFP Marketing provide that the
Partnership's  rent income will increase  every five years,  assuming that those
leases are renewed at that time, as a result of increases in the consumer  price
index during the prior five-year  period.  The  Partnership's  long-term debt is
subject to  interest  expense  that  accrues  at a fixed  rate.  Otherwise,  the
Partnership  believes  inflation  will not have a material  effect on  operating
results.

Liquidity and Capital Resources
-------------------------------

     In past years, the Partnership contracted with FFP Marketing to provide all
cash  management  services on behalf of the  Partnership.  For that reason,  the
Partnership  did not maintain a bank account until late in 2001,  when it opened
its own account. With regard to Partnership  operations other than in connection
with its new investment in Brookside Villas, the Partnership's cash receipts are
received,  and its  disbursements  are made,  by FFP  Marketing on behalf of the
Partnership, with the appropriate records being made to account for amounts owed
by the  Partnership  to FFP  Marketing,  or visa versa.  FFP Marketing  owed the
Partnership   $1,527,000   and   $1,407,000  at  December  31,  2001  and  2000,
respectively.  These  obligations  of FFP Marketing to the  Partnership  accrued
interest  income to the  Partnership  at the prime rate of interest.  Management
anticipates that FFP Marketing will repay substantially all of this indebtedness
in March 2002.

     Partnership  revenues are subject of the receipt of rent  payments from FFP
Marketing,  and a failure of that  tenant to pay rent to the  Partnership  would
jeopardize  the  Partnership's   ability  to  meet  its  obligations.   Although
management  believes that FFP  Marketing  will pay its rent  obligations  to the
Partnership,  no  assurance  can be given  that such  tenant  will make its rent
payments to the  Partnership.  Assuming that FFP Marketing is timely in its rent
payments and that no  additional  properties  are  acquired or sold,  based upon
executed  real  estate  leases with FFP  Marketing,  the  Partnership  currently
projects  that it will have a positive  cash flow of  approximately  $30,000 per
month in  2002.  Such  projection  is  calculated  after  reduction  for the 40%
minority  interest  of the  Harvison  Family but prior to making any  additional
capital  contributions to, or receiving any cash distributions  from,  Brookside
Villas.  As a result of its forecast of its projected  increased in liquidity in
2002 and  projected  positive  cash flow,  and  assuming  that  accuracy  of the
assumptions  on which such  forecast  was based,  management  believes  that the
Partnership  will be able to meet its  obligations  and to fund  any  additional
capital contributions to Brookside Villas, which are discretionary.

     The projected increase in the Partnership's cash balances in 2002 resulting
from the repayment of  indebtedness  by FFP Marketing  will cause  management to
more critically access its cash flow requirements as it begins to participate in
home building projects such as Brookside Villas.  Although  management  believes
that it will be able to make such decisions properly,  no assurance can be given
that all such decisions will be properly made since those decisions will also be
based upon actions or  non-actions of the general  partner of Brookside  Villas,
over which the Partnership has influence but no control.

     All of the  Partnership's  real  estate  leases are  "triple  net"  leases,
providing   for  the  tenant  (FFP   Marketing),   and  not  the  landlord  (the
Partnership),  to pay all real estate  taxes,  insurance,  operating and capital
costs for the properties.  Therefore, the Partnership does not have any material
commitments for capital expenditures on those properties.

     The Partnership intends to utilize its projected positive net cash flows in
2002 to fund the  operations  of  Brookside  Villas,  as well as any other  real
estate partnerships it decides to enter into with Admiral Construction,  Inc. to
develop properties in Austin,  Texas.  Although management believes that it will
be able to manage its use of cash flow in those projects and that those projects
will be profitable,  no assurance can be given that the Partnership's  liquidity
will be  sufficient  to  fund  those  projects  or that  such  projects  will be
profitable.

     In February 1999,  the  Partnership  purchased 14 additional  improved real
properties from a third party on which 12 convenience stores and two truck stops
are operational.  The Partnership immediately leased the 14 purchased properties
to FFP  Marketing  under real estate  leases that are accounted for as operating
leases for the land  portion  and as direct  financing  leases for the  building
portion.  These real  estate  leases  provide for  monthly  rentals  aggregating
$99,000 for a 15-year term, which equals the Partnership's monthly principal and
interest  payments owed under its  acquisition  debt.  Although  related parties
established  such  rental  amounts,  management  believes  that such  amounts is
consistent with market rates; however, no assurance can be given to that effect.
Operating  leases for the land portion of those  payments have been  allocated a
monthly  rental  aggregating  $28,000,  and  direct  financing  leases  for  the
buildings  portion have been  allocated a monthly  rental  aggregating  $71,000.
These leases are "triple net" leases, under which the Partnership pays no taxes,
insurance,  operating,  or capital  costs,  and  provide for an increase in rent
payments  after each  five-year  period during the term of the leases based upon
any increase in the consumer price index.

     The  Partnership  incurred  long-term  acquisition  debt  in  the  original
principal amount of $9,550,000 in connection with its February 1999 acquisition.
That debt is fully  amortizable  over 15 years with equal,  monthly  payments of
principal   and   interest.   FFP   Marketing  was  required  to  guarantee  the
Partnership's  acquisition  indebtedness.  Amounts owed on such  indebtedness at
December 31, 2001 and 2000 were $8,641,000 and $9,000,000, respectively.

     In October 1999, the Partnership  closed  long-term  financing from a third
party lender and repaid in full its long-term indebtedness previously payable to
FFP Marketing.  The  Partnership  executed a promissory  note payable to the new
lender in the amount of $12,000,000 plus a potential credit  enhancement  amount
of up to $1,043,000.  The note is fully  amortizable  over its 20-year term with
equal, monthly payments of principal, interest and credit enhancement charges in
the amount of  $123,000.  This note bears  interest at 9.9% per annum.  The debt
that the new loan refinanced required monthly principal payments of $95,000 plus
accrued  interest,  and  required a balloon  payment of all unpaid  principal in
November  2000.  If none of the loans with which the  Partnership's  new loan is
pooled  incurs a default  during  the term of the loans,  the lender  will apply
Partnership's  credit  enhancement  payments,  if any,  to reduce the  principal
balance of the note and result in a retirement of such debt in  approximately 19
years.  The  payment of this note is secured by a deed of trust lien  against 63
properties  of the  Partnership.  All of  those  properties  are  leased  to FFP
Marketing with a 20-year term. Amounts owed on such indebtedness at December 31,
2001 and 2000 were $11,507,000 and $11,765,000, respectively.

     The Partnership's  contractual obligations and other commercial commitments
at December 31, 2001 are summarized in the following table:

                                                Payments Due by Period
                                 -----------------------------------------------
                                 Less than
                        Total      1 year   1-3 years   4-5 years  After 5 years
                      -------    ---------  ---------   ---------  -------------
                                                 (in thousands)

Long-term debt        $20,191       $682      $1,571      $1,865      $16,073
                      =======      =====      ======      ======      =======

Related Party Transactions
--------------------------

     Both  officers of FFP Real Estate  Trust hold  similar  positions  with FFP
Marketing.   In  addition,   entities   owned  directly  or  indirectly  by  the
Partnership's  chief executive  officer,  members of his immediate  family,  and
other members of the senior  management of the Partnership have in the past, and
intend to do so in the future, engaged in transactions with the Partnership.  In
2001 the Vice  President-Finance  of FFP Real Estate Trust acquired a 5% limited
partnership  interest in Brookside Villas. The officers of FFP Real Estate Trust
endeavor  to  make  decisions  on  behalf  of the  Partnership  that  are in the
Partnership's best interest even though their independence is subject to certain
conflicts of interest.

     The Partnership  leases properties to FFP Marketing.  In 2001 and 2000, the
Partnership  received all or almost all of its rental income from FFP Marketing,
being $2,932,000 and $2,951,000, respectively. In addition, the Partnership paid
$853,000 to FFP  Marketing  in each of 2001 and 2000 as direct  financing  lease
payments for the buildings  purchased by the  Partnership and leased in February
1999.  The amount of rent  charged to FFP  Marketing by the  Partnership  is set
forth  in  written  lease  agreements  and was  established  in  prior  years by
management  of both  companies,  not by arms'  length  negotiation  but by their
belief as to the fair rental rate for the subject  properties.  Those rates were
not been evaluated for fairness by third parties.

     The Partnership and FFP Marketing are parties to a reimbursement  agreement
pursuant to which the Partnership  reimburses FFP Marketing for all direct costs
of the Partnership (such as costs to prepare its annual partnership tax returns,
annual  audit  fees,  et al.)  plus an annual  management  fee of  $200,000  for
indirect  overhead costs of the Partnership.  Accordingly,  the Partnership paid
$200,000 to FFP Marketing as the management  fee for indirect  overhead costs in
each of 2001 and 2000.

     The Partnership uses the cash management  services of FFP Marketing and did
not establish its own bank account until December 2001.  Under their  agreement,
FFP  Marketing  pays  all of the  Partnership's  expenses,  receives  all of its
revenues, and maintains detailed records of each transaction. An ongoing account
is maintained with the amount owed accruing  interest monthly at the prime rate.
The  Partnership  earned $123,000 and $108,000 as interest income on the amounts
owed by FFP Marketing to the Partnership in 2001 and 2000, respectively.  At the
end of 2001 and 2000,  FFP  Marketing  was  indebted to the  Partnership  in the
amount of $1,527,000 and $1,407,000, respectively.

Critical Accounting Policies
----------------------------

     Management  believes that three critical accounting policies adopted by the
Partnership  are  its  policies  relating  to the  accounting  treatment  of the
following:   marketable   securities,   investments   in  real  estate   limited
partnerships  such as Brookside  Villas,  and investment in operating and direct
financing leases.

     The Partnership  classified all of its investments in marketable securities
through  September 30, 2000, as "trading  securities".  Trading  securities  are
securities  that are bought and held  principally for the purpose of a resale in
the near term.  On October 1, 2000,  the  Partnership  changed its  intention in
holding its marketable securities to a longer term outlook.  Accordingly,  since
October 1, 2000, the Partnership has classified all of its marketable securities
as "available-for-sale"  securities. Under FASB No. 115, "Accounting for Certain
Investments  in Debt and Equity  Securities",  net unrealized and realized gains
and  losses  from  trading  securities  are  included  in  earnings,  while  net
unrealized gains and losses from  available-for-sale  securities are included in
the  calculation  of  "comprehensive  net  income" in the equity  accounts  of a
company, instead of in earnings.  Dividend and interest income from both trading
securities and available-for-sale securities,  including the amortization of any
premium and discount arising at acquisition, are also included in earnings.

     The  Partnership  accounts for its investment in the Brookside  Villas real
estate partnership under the equity method.  Accordingly,  the Partnership's net
investment  is accounted for as an asset,  and its allocable  share of income or
loss of that  partnership's net income or loss is reflected in the Partnership's
statements  of income.  If that  investment  were  instead to be  recorded  as a
consolidated  subsidiary,  the net effect of the investment would be the same as
under the equity method, but the Partnership's assets,  liabilities,  income and
expenses  would be  recorded  as equal to the gross  amounts  of the  investment
partnership, then reduced by the minority interest held by others.

     All of the Partnership's leases are treated as operating leases, except for
the building  portion of l4 leases  executed in 1999. In 1999,  the  Partnership
purchased 14 improved real properties and  immediately  leased the properties to
FFP Marketing under 15-year leases. The Partnership's total rental payments from
FFP Marketing under those leases are $99,000 per month. Of that amount,  $28,000
per month is allocated to the land  portion of those  leases and  classified  as
rental income under  operating  leases,  while $71,000 per month is allocated to
the building  portion of those leases and classified as payments  received under
direct  financing  leases.  Had  those 14  leases  instead  been  classified  as
operating leases, the entire $71,000 in rent payments for the buildings would be
reported as rent income,  instead of being reported partially as interest income
from direct financing leases and partially as a retirement of the  Partnership's
investment in direct financing  leases.  In addition,  the balance sheets of the
Partnership  would report the building  portion of those 14 real  properties  as
depreciable assets, instead of as investments in direct financing leases.

Item 7A.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

     The  Partnership  is not  subject  to a market  risk  related  to  variable
interest  rates  because  all of its  long-term  financing  is  subject to fixed
interest rates.

Item 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

     The financial statements begin on page F-1.

Item 9.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
     FINANCIAL DISCLOSURE.

     None.

                                    PART III

Item 10.  DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.

General Partner
---------------

     FFP Real Estate  Trust is a Texas real estate  investment  trust  formed in
December  1997.  To  date,  its  only  activities  have  been  to  serve  as the
Partnership's  sole general partner and to manage its affairs and business.  FFP
Real Estate  Trust  succeeded  FFP Partners  Management  Company,  Inc.,  as the
Partnership's sole general partner,  effective December 28, 1997. The holders of
Limited  Partner  Units  have no power,  as  limited  partners,  to  direct,  or
participate in the control of, the business of the Partnership.

Management  of the General  Partner
-----------------------------------

     The names,  ages,  positions,  and  business  experience  of the  executive
officers and trust managers of FFP Real Estate Trust on December 31, 2001,  were
as follows:

Name                            Age                Position
-----------------------        ----     ----------------------------------
John H. Harvison                67      Chairman of the Board of Trust Managers,
                                        President, and Chief Executive Officer
Craig T. Scott                  55      Vice President-Finance, General Counsel,
                                        Secretary, Treasurer and Chief Financial
                                        Officer
Joseph F. Leonardo [1]          53      Trust Manager
J. D. St. Clair                 66      Trust Manager
Randall W. Harvison             44      Trust Manager
Garland R. McDonald [1]         64      Trust Manager
E. Michael Gregory [1]          50      Trust Manager

-------------------------------------
[1] Member of Audit Committee

     John H.  Harvison has been  Chairman of the Board of Trust  Managers of FFP
Real  Estate  Trust since  December  1997.  He was  Chairman of the Board of the
Partnership's former general partner since the commencement of the Partnership's
operations in May 1987. Mr. Harvison is also the Chairman of the Board and Chief
Executive Officer of FFP Marketing,  which leases all of the real property owned
by the Partnership.  Mr. Harvison is a founder and an executive  officer of each
of the  companies  from  which the  Partnership  initially  acquired  the retail
outlets  that  were   transferred   to  FFP   Marketing  in  the  December  1997
restructuring  of the  Partnership.  He has been  active in the retail  gasoline
business  since  1958 and in the  convenience  store  business  since  1973.  In
addition,  he has  been  involved  in  real  estate  development,  oil  and  gas
exploration and production,  the ownership and management of an oil refinery and
other personal  investments.  Mr. Harvison is the father of Randall W. Harvison,
who is also a Trust Manager of the General Partner.

     Craig T. Scott has been Vice President-Finance, General Counsel, Secretary,
Treasurer  and Chief  Financial  Officer of FFP Real Estate Trust since  October
1998.  During the same  period Mr.  Scott has also been  employed  with  similar
titles by FFP Marketing and its  subsidiaries.  From 1996 until  September 1998,
Mr.  Scott was  engaged in the private  practice of law in Dallas and  McKinney,
Texas. From 1991 until 1996, he was employed as an attorney and as its Executive
Vice  President  by Box  Energy  Corporation,  a  publicly-traded  oil  and  gas
exploration and production company. Mr. Scott previously engaged in the practice
of law for seven years with large law firms in Dallas,  Texas;  practiced law in
McKinney, Texas for four years; and was the president and co-owner of an oil and
gas exploration  company for two years. He was previously employed for six years
by Arthur Andersen & Co., an  international  public  accounting  firm. Mr. Scott
obtained a BBA degree from the University of Texas in 1968, a JD degree from the
University  of Texas  School  of Law in 1972,  and a LLM  degree  from  Southern
Methodist  University  School  of Law in 1980.  He is a member  of the  American
Institute of Certified  Public  Accountants,  the Texas Society of CPAs, and the
State Bar of Texas.

     Joseph F.  Leonardo has been a Trust Manager of FFP Real Estate Trust since
December  1997.  Since August 1992,  Mr.  Leonardo has been  President and Chief
Executive Officer of Leonardo  Management  Corporation,  which provide strategic
planning, market positioning, and other sales and marketing consulting services.
Mr.  Leonardo  also  operates  Convenience  Directions,   which  publishes  Info
Marketing,  a convenience store industry  newsletter.  Prior to forming Leonardo
Management,  Mr.  Leonardo  served in various  executive  positions with several
convenience store operators.

     J. D. St. Clair was a director of the Partnership's  former general partner
from May 1987 until the December  1997  restructuring.  He has served as a Trust
Manager of FFP Real Estate Trust since  December  1997.  Mr. St. Clair is also a
director  of  FFP  Marketing  and  has  been  Vice  President-Fuel   Supply  and
Distribution  of FFP  Marketing,  and its  predecessor,  since May 1987. Mr. St.
Clair is a founder and an  executive  officer of several of the  companies  from
which  the  Partnership   initially   acquired  the  retail  outlets  that  were
transferred  to FFP  Marketing in the December 1997  restructuring.  He has been
involved in the retail gasoline  marketing and convenience  store business since
1971.  Prior to 1971,  Mr. St. Clair  performed  operations  research and system
analysis  for  Bell  Helicopter,  Inc.,  from  1967 to  1971;  for the  National
Aeronautics  and Space  Administration  from 1962 to 1967; and Western  Electric
Company from 1957 to 1962.

     Randall W.  Harvison has served as a Trust Manager of FFP Real Estate Trust
since  December  1997. He is an attorney and has been engaged in a solo practice
in Fort Worth,  Texas, since 1994. Since 1987, Mr. Harvison was also employed by
a  subsidiary  of FFP  Marketing  and of  various  companies  controlled  by the
Harvison  Family that are engaged in real estate  investment  and management and
other investment activities. Randall W. Harvison is the son of John H. Harvison,
the Chairman of the Board of Trust Managers.

     Garland R.  McDonald  was  elected to serve as a Trust  Manager of FFP Real
Estate Trust in May 2001.  He has been  employed by FFP Marketing to oversee and
direct a variety of special projects since 1990. Mr. McDonald has also served as
a director of FFP Marketing and of the general partner of its  predecessor  from
1990  until May 2001 and had  previously  served as a  director  of the  general
partner of its  predecessor  from 1987  through  1989.  He also served as a Vice
President  of the general  partner of FFP  Marketing's  predecessor  for several
months during 1987. Mr. McDonald is a founder and the Chief Executive Officer of
Hi-Lo Distributors,  Inc., and Gas-Go, Inc., two of the companies from which FFP
Marketing  initially acquired its retail outlets.  He has been actively involved
in the convenience store and retail gasoline businesses since 1967.

     E.  Michael  Gregory  was  elected to serve as a Trust  Manager of FFP Real
Estate Trust in May 2001. He was  previously a director of FFP Marketing and the
general partner of its predecessor  from 1995 until May 2001. Mr. Gregory is the
President of Gregory  Consulting,  Inc., an engineering and consulting firm that
is  involved in the  development  of products  related to the  distribution  and
storage  of  petroleum  products  and of  computer  software  for a  variety  of
purposes,  including work on such products and software for FFP Marketing. Prior
to founding  Gregory  Consulting in 1988, Mr.  Gregory was the Chief  Electronic
Engineer for Tidel Systems,  a division of The Southland  Corporation,  where he
was responsible for new product concept development and was involved in projects
involving the  monitoring of fuel levels in underground  storage tanks.  He is a
Registered Professional Engineer in Texas.

Compliance with Section 16(a) of the Securities Exchange Act of 1934
--------------------------------------------------------------------

     Regulations  issued  under  the  Securities  Exchange  Act of 1934  require
certain officers,  directors of the general partner, and other persons to report
their  holdings of the Limited  Partner  Units to the  Securities  and  Exchange
Commission and to the Partnership.  To the best of the Partnership's  knowledge,
based  upon  copies  of  reports  and  other  representations  provided  to  the
Partnership,  all 2001  reports  required  under  Section  16 of the  Securities
Exchange Act of 1934 were filed in a timely manner.

Item 11.  EXECUTIVE COMPENSATION.

     Each  Trust  Manager  of FFP Real  Estate  Trust who is not an  officer  or
employee  receives  an annual  retainer  of $4,000  plus  $1,000  for each Board
meeting,  or committee  meeting not held in  conjunction  with a Board  meeting,
which he attends and $500 for each telephone  meeting in which he  participates.
Each Trust  Manager is also  reimbursed  for expenses  related to  attendance at
Board meetings.

     In the past, the  Partnership  granted options to each  non-employee  Trust
Manager to acquire 25,000 Limited  Partner Units at the fair market value of the
underlying  units on the date of grant. The options are exercisable with respect
to  one-third  of the units  covered  thereby on each of the  anniversary  dates
following the grant and expire 10 years after grant. In the event of a change in
control of the  Partnership,  any portion of the options not then exercised will
become immediately exercisable.  Upon exercise, the option price may be paid, in
whole or in part, in Limited  Partner Units owned by the Trust Manager.  The two
Trust Managers added in 2001,  Garland R. McDonald and E. Michael Gregory,  were
granted  options  to  purchase  25,000  Limited  Partner  Units on the  basis as
described above.

     Trust  Managers  who are  officers or  employees  of FFP Real Estate  Trust
receive  no  additional  compensation  for  attendance  at  Board  or  committee
meetings.

     Neither the  Partnership nor FFP Real Estate Trust paid any salary or bonus
(cash or non-cash) to any person in 2001 or 2000.  Accordingly,  the Partnership
had no "Named Executive Officers" in 2001 or 2000.

     The Partnership and FFP Marketing are parties to a reimbursement  agreement
pursuant to which the Partnership  reimburses FFP Marketing for all direct costs
of  the  Partnership  (such  as  costs  to  prepare  the  Partnership's   annual
partnership  tax returns,  annual audit fees,  etc.) and an agreed upon lump sum
amount  for  indirect   overhead  costs  allocable  to  the   Partnership.   The
reimbursement  for  officers'  compensation  costs  incurred by FFP Marketing in
connection with the Partnership's activities is determined by the amount of time
management and other personnel  spend on activities of the Partnership  compared
to the amount of time they spend on activities of FFP Marketing.  Since FFP Real
Estate  Trust's  only  activity  is to  serve  as  the  general  partner  of the
Partnership, all of its costs and expenses will be borne by the Partnership. The
Partnership  paid FFP Marketing an indirect cost  reimbursement  in each of 2001
and 2000 in the amount of $200,000.

     Options Exercised During 2001 and Year End Option Values.  All options held
by directors,  officers,  and employees to acquire  Limited Partner Units of the
Partnership  that  were  outstanding  at the  completion  of the  December  1997
restructuring of the Partnership were divided at that time into separate options
to purchase  Limited  Partner Units of the  Partnership and a like number of FFP
Marketing  common shares.  The exercise price for the then existing  options for
the Partnership's units was divided between the two new options in proportion to
the average  closing price on the American Stock  Exchange of the  Partnership's
Limited  Partner  Units and shares of FFP  Marketing's  common  stock during the
first month of trading following completion of the restructuring.

     The following table shows options to purchase Limited Partner Units held by
each of the officers of the general partner of the Partnership and the potential
realized  values for the options at the end of 2001.  No officer  exercised  any
options in 2001, and no stock  appreciation  rights have ever been issued by the
Partnership.

                          Number of Units                Value of Unexercised
                       Underlying Unexercised            In-the-Money Options
                        Options at Year End                  At Year End
                     -------------------------        -------------------------
Name                 Exercisable/Unexercisable        Exercisable/Unexercisable
----------------     -------------------------        -------------------------
John H. Harvison         40,000 / 0                           $0 / $0
Craig T. Scott           30,000 / 0                       $2,700 / $0

---------------
[1]  "Exercisable"  reflects  options that were both vested and  exercisable  at
     year end 2001. "Unexercisable" reflects options that had not vested at that
     date.

[2]  Value is determined by  subtracting  the person's  exercise  price from the
     fair market value of the Limited  Partner  Units at year end 2001  ($0.84),
     based on the  closing  sales  price  of the  Limited  Partner  Units on the
     American Stock Exchange on such date.

Item 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.

Limited Partner Units
---------------------

     The  following  table  sets  forth as of March 1,  2002,  information  with
respect to the Limited  Partner Units  beneficially  owned by all Trust Managers
and executive  officers of FFP Real Estate Trust (such  information  is based on
ownership reported to the Partnership by such persons):

                                          Amount and Nature of    Percent of
Name of Beneficial Owner                Beneficial Ownership [1]   Class [1]
--------------------------              ------------------------  ---------

John H. Harvison, Chairman of
   the Board of Trust Managers
   and President                               40,000  [2]            1.7%
Craig T. Scott, Vice President                 30,000  [3]            1.3%
Joseph F. Leonardo, Trust Manager              25,000  [4]            1.0%
J. D. St. Clair, Trust Manager                 42,400  [5]            1.8%
Randall W. Harvison, Trust Manager             25,000  [6]            1.0%
Garland R. McDonald, Trust Manager                  0  [7]            0.0%
E. Michael Gregory, Trust Manager                   0  [8]            0.0%
All directors and executive officers
   as a group (7 persons)                      12,400  [9]            0.6%

-----------------

[1]  Based on 2,234,262 Limited Partner Units outstanding at March 1, 2002, plus
     any  Limited  Partner  Units  that an  individual  has the right to acquire
     within 60 days  pursuant to the  exercise of options.  Options  exercisable
     within 60 days are deemed to be  outstanding  for the purpose of  computing
     the  percentage  ownership  of such  individual  but are not  deemed  to be
     outstanding  for the purpose of computing the  percentage  ownership of any
     other person or group shown in the table.

[2]  Consists of options to acquire 40,000 units exercisable within 60 days.

[3]  Consists of options to acquire 30,000 units exercisable within 60 days.

[4]  Consists of options to acquire 25,000 units exercisable within 60 days.

[5]  Consists of 12,400 units held directly and options to acquire  30,000 units
     exercisable within 60 days.

[6]  Consists of options to acquire 25,000 units exercisable within 60 days.

[7]  Consists  of  options  to  acquire 0 units  exercisable  within 60 days but
     excludes options to acquire 25,000 units not exercisable within 60 days.

[8]  Consists  of  options  to  acquire 0 units  exercisable  within 60 days but
     excludes options to acquire 25,000 units not exercisable within 60 days.

[9]  Excludes units that may be acquired by exercising options.

General Partner
---------------

     FFP Real Estate Trust is the sole general  partner of the  Partnership  and
has served as such since December 1997. As sole general partner, FFP Real Estate
Trust makes all decisions  relating to the  management of the  Partnership.  FFP
Partners Management Company,  Inc., a Delaware  corporation  indirectly owned by
entities owned by John H. Harvison and members of his immediate  family,  is the
sole shareholder of FFP Real Estate Trust.

Subsidiary
----------

     FFP  Properties,  L.P., a Texas  limited  partnership,  is owned 60% by the
Partnership,  as general  partner.  The  limited  partnership  interests  of FFP
Properties,  L.P. are owned 1% by FFP Partners Management Company,  Inc. and 39%
indirectly  by entities  owned by John H.  Harvison and members of his immediate
family.

Item 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

Related Transactions
--------------------

     As previously  stated,  the  Partnership and FFP Marketing are parties to a
reimbursement  agreement  pursuant  to  which  the  Partnership  reimburses  FFP
Marketing for all direct costs of the Partnership  (such as costs to prepare the
Partnership's  annual  partnership tax returns,  annual audit fees, etc.) and an
agreed upon annual lump sum of $200,000 for indirect overhead costs allocable to
the Partnership.  The agreed upon amount for indirect overhead costs incurred by
FFP Marketing in connection with the Partnership's  activities was determined by
the amount of time  management  and other  personnel  spend on activities of the
Partnership  compared  to the  amount of time they  spend on  activities  of FFP
Marketing.  Since  FFP Real  Estate  Trust's  only  activity  is to serve as the
general  partner of the  Partnership,  all of its costs and  expenses  have been
borne by the Partnership.  For each of 2001, 2000 and 1999, the Partnership paid
$200,000 to FFP Marketing as its indirect overhead cost reimbursement.

     The Partnership  paid interest expense of $893,000 to FFP Marketing in 1999
as a result of indebtedness owed by the Partnership to FFP Marketing.  Such debt
was repaid by the Partnership in October 1999. In 2001 and 2000, the Partnership
received  interest income from FFP Marketing as a result of indebtedness owed by
FFP Marketing to the Partnership.  FFP Marketing owed the Partnership $1,527,000
and $1,407,000 at year end 2001 and 2000, respectively.

     John H. Harvison,  Chairman and Chief  Executive  Officer of FFP Marketing,
and  Craig T.  Scott,  Vice  President  -  Finance,  General  Counsel  and Chief
Financial Officer of FFP Marketing, hold similar positions with the Partnership.
In  addition,  Mr.  Scott is a 5% limited  partner  of  Brookside  Villas,  Ltd.
Companies  owned  directly  or  indirectly  by Mr.  Harvison  and members of his
immediate family and/or other members of the senior  management of FFP Marketing
own 100% of the general  partner of the Partnership and 40% of the subsidiary of
the Partnership.

     The  Partnership  leases  almost  all  of  its  rental  properties  to  FFP
Marketing.  Those  leases were  initially  entered  into on January 1, 1998,  in
conjunction with the December 1997  restructuring of the Partnership.  The lease
rates for the properties were based upon knowledge of the properties by the then
management of the Partnership and FFP Marketing and their general  experience in
acting  as  lessor  and  lessee  for  similar  properties.   Management  of  the
Partnership  and FFP Marketing  believes that the lease rates were comparable to
lease rates that could have been  entered  into with  unrelated  third  parties.
Third party advisors were not engaged, and reference was not made to third party
surveys or analyses of rental rates in making the determination.  In 2001, 2000,
and 1999,  the  Partnership  received  lease  payments from FFP Marketing in the
amount  of  $2,926,000,  $2,968,000  and  $2,952,000,  respectively,  for  these
properties.  FFP  Marketing  also paid the  Partnership  $853,000,  $853,000 and
$710,000 in 2001, 2000 and 1999,  respectively,  as payments on direct financing
leases for certain buildings.


                                     PART IV

Item 14.  EXHIBITS, FINANCIAL STATEMENTS, SCHEDULES AND REPORTS ON FORM 8-K.

     (a) The following documents are filed as part of this Annual Report on Form
10-K:

     (1)  Financial  Statements.  See Index to Financial  Statements on page F-1
          hereof.

     (2)  Financial  Statement  Schedules.  No Financial Statement Schedules are
          included because they are either not required, not applicable,  or the
          required  information  is  included  in  the  consolidated   financial
          statements or notes thereto.

     (3) Exhibits.

     3.1  Amended  and  Restated  Certificate  of  Limited  Partnership  of  FFP
          Partners, L.P. {1 - Ex. 3.7}

     4.1  Amended and Restated Agreement of Limited Partnership of FFP Partners,
          L.P., dated May 21, 1987, as amended by the First Amendment to Amended
          and Restated  Agreement of Limited  Partnership dated August 14, 1989,
          and by the Second  Amendment  to Amended  and  Restated  Agreement  of
          Limited Partnership dated July 12, 1991. {2 - Ex 4.1}

     4.2  Third   Amendment  to  Amended  and  Restated   Agreement  of  Limited
          Partnership of FFP Partners, L.P., dated as of December 28, 1997. {4}

     10.1 Nonqualified Unit Option Plan of FFP Partners, L.P. {1 - Ex. 10.2}

     10.2 Form  of  Lease  Agreement  between  FFP  Properties,  L.P.,  and  FFP
          Operating Partners, L.P. {4}

     10.3 Form of Building Lease Agreement between FFP Properties, L.P., and FFP
          Operating Partners, L.P. {4}

     10.4 Master  Lease  Agreement   dated  September  29,  1999,   between  FFP
          Properties, L.P., and FFP Operating Partners, L.P. {5}

     10.5 Form of Pledge and Security Agreement dated September 22, 1999 between
          FFP Properties, L.P. and AMRESCO Commercial Finance, Inc. {5}

     10.6 Form of Limited Partnership Agreement of Brookside Villas, Ltd. {6}

     21.1 Subsidiary of the Registrant. {6}

     23.1 Consent of Independent Certified Public Accountants. {6}

     -------------------------

     {1}  Included as the indicated  exhibit in the  Partnership's  Registration
          Statement on Form S-1  (Registration No. 33-12882) dated May 14, 1987,
          and incorporated herein by reference.

     {2}  Included as the indicated exhibit in the  Partnership's  Annual Report
          on Form  10-K  for the  fiscal  year  ended  December  27,  1992,  and
          incorporated herein by reference.

     {3}  Included as the indicated  exhibit in the  Partnership's  registration
          statement  on Form 8-A dated as of August 29, 1989,  and  incorporated
          herein by reference.

     {4}  Included as the indicated exhibit in the  Partnership's  Annual Report
          on Form  10-K  for the  fiscal  year  ended  December  28,  1997,  and
          incorporated herein by reference.

     {5}  Included as the indicated exhibit in the  Partnership's  Annual Report
          on Form  10-K  for the  fiscal  year  ended  December  31,  1999,  and
          incorporated herein by reference. {6} Included herewith.


     (b) The Company did not file a Form 8-K during 2001.


                                   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 Annual Report on Form
10-K to be signed on its behalf by the undersigned, thereunto duly authorized.

Dated:  April 1, 2002             FFP PARTNERS, L.P.
                                  (Registrant)
                                  By:  FFP Real Estate Trust, general partner

                                  By:    /s/ John H. Harvison
                                       ---------------------
                                       John H. Harvison
                                       President

     Pursuant to the  requirements  of the Securities  Exchange Act of 1934, the
following  persons have signed this Annual Report as of April 1, 2002, on behalf
of the Registrant in the capacities indicated below.


/s/ John H. Harvison              President and Chief Executive Officer and
--------------------------        Trust Manager of FFP Real Estate Trust
John H. Harvison                  (Principal executive officer)


/s/ Craig T. Scott                Vice President - Finance, Secretary,
--------------------------        Treasurer, General Counsel and Chief Financial
Craig T. Scott                    Officer of FFP Real Estate Trust
                                  (Principal financial and accounting officer)

/s/ Joseph F. Leonardo            Trust Manager of FFP Real Estate Trust
--------------------------
Joseph F. Leonardo


/s/ J. D. St. Clair               Trust Manager of FFP Real Estate Trust
--------------------------
J. D. St. Clair


/s/ Randall W. Harvison           Trust Manager of FFP Real Estate Trust
--------------------------
Randall W. Harvison


/s/ Garland R. McDonald           Trust Manager of FFP Real Estate Trust
--------------------------
Garland R. McDonald


/s/ E. Michael Gregory            Trust Manager of FFP Real Estate Trust
--------------------------
E. Michael Gregory

<PAGE>

                      Item 8. INDEX TO FINANCIAL STATEMENTS


                                                                       Page
                                                                      Number
                                                                      ------

Report of Independent Certified Public Accountants                     F-2

Consolidated Balance Sheets as of December 31, 2001 and 2000           F-3

Consolidated Statements of Income for the Years Ended
      December 31, 2001, 2000 and 1999                                 F-4

Consolidated Statements of Partners' Capital for the Years Ended
      December 31, 2001, 2000 and 1999                                 F-5

Consolidated Statements of Cash Flows for the Years Ended
      December 31, 2001, 2000 and 1999                                 F-6

Notes to Consolidated Financial Statements                             F-7



<PAGE>


               REPORT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS





The Partners of FFP Partners, L.P.:

     We  have  audited  the  accompanying  consolidated  balance  sheets  of FFP
Partners,  L.P.  (a  Delaware  limited  partnership)  and  its  subsidiary,  FFP
Properties, L.P., as of December 31, 2001 and 2000, and the related consolidated
statements  of income,  partners'  capital  and cash flows for each of the three
years in the period  ended  December  31,  2001.  These  consolidated  financial
statements  are  the  responsibility  of  the  Partnership's   management.   Our
responsibility  is  to  express  an  opinion  on  these  consolidated  financial
statements based on our audits.

     We conducted our audits in accordance  with  auditing  standards  generally
accepted in the United States of America.  Those standards  require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement.  An audit includes examining, on a
test basis,  evidence  supporting  the amounts and  disclosures in the financial
statements.  An audit also includes assessing the accounting principles used and
significant  estimates  made by  management,  as well as evaluating  the overall
financial  statement  presentation.   We  believe  that  our  audits  provide  a
reasonable basis for our opinion.

     In our opinion,  the consolidated  financial  statements  referred to above
present fairly, in all material respects, the consolidated financial position of
FFP Partners,  L.P. and its subsidiary as of December 31, 2001 and 2000, and the
consolidated  results of their operations,  partners' capital and cash flows for
each of the three years in the period ended  December 31,  2001,  in  conformity
with accounting principles generally accepted in the United States of America.




                                       Grant Thornton LLP



Dallas, Texas
March 22, 2002

<PAGE>




                        FFP PARTNERS, L.P. AND SUBSIDIARY
                           CONSOLIDATED BALANCE SHEETS
                                 (In thousands)


                                                             December 31,
                                                      ------------------------
                                                       2001               2000
                                                      ------            ------
                                   ASSETS

Current assets -
    Cash and cash equivalents                           $50                 $0
    Investments in marketable securities                981                506
    Receivable from affiliate                         1,527              1,407
    Net investment in direct financing leases
           to affiliate, current portion                 53                 53
    Prepaid expenses and other current assets             0                 13
                                                      -----              -----
           Total current assets                       2,611              1,979

Real property -
    Land and improvements                             8,818              8,656
    Buildings                                        21,286             20,992
                                                    -------            -------
        Real property, excluding depreciation        30,104             29,648
    Accumulated depreciation                        (13,931)           (12,760)
                                                    -------            -------
        Real property, net of depreciation           16,173             16,888
Notes receivable                                         15                100
Net investment in direct financing leases
        to affiliate, excluding current portion       3,729              3,792
Investment in real estate partnership                   273                  0
Deferred loan costs, net of amortization                773                815
                                                    -------            -------
        Total assets                                $23,574            $23,574
                                                    =======            =======

                      LIABILITIES AND PARTNERS' CAPITAL

Current liabilities -
    Current portion of long-term debt                  $682               $621
    Margin account for marketable securities            344                  0
    Accrued expenses                                    194                189
                                                    -------            -------
        Total current liabilities                     1,220                810
Long-term debt, excluding current portion            19,509             20,191
                                                    -------            -------
        Total liabilities                            20,729             21,001
Minority interest in subsidiary                       1,247              1,151
Commitments and contingencies                            -                  -
Partners' capital -
    Limited partners' capital                         1,821              1,679
    General partner's capital                            26                 25
    Accumulated other comprehensive loss               (249)              (282)
                                                    -------            -------
        Total partners' capital                       1,598              1,422
                                                    -------            -------
        Total liabilities and partners' capital     $23,574            $23,574
                                                    =======            =======

          See accompanying Notes to Consolidated Financial Statements.



<PAGE>

                        FFP PARTNERS, L.P. AND SUBSIDIARY
                        CONSOLIDATED STATEMENTS OF INCOME
                      (In thousands, except per unit data)


                                                     Years Ended December 31,
                                                 ------------------------------
                                                   2001       2000         1999
                                                 ------      ------      ------
Revenues -
  Rental income                                  $2,933      $2,992      $2,975
  Gain on sale of real property                      52         478           0
  Loss on trading securities                          0        (240)          0
  Loss from impairment of marketable securities    (200)          0           0
  Interest income and discount accretion          1,237       1,158         822
                                                 ------      ------      ------
    Total revenues                                4,022       4,388       3,797

Expenses -
  General and administrative expenses               441         588         451
  Depreciation and amortization                   1,256       1,246       1,253
  Interest expense                                2,086       2,038       1,873
                                                 ------      ------      ------
    Total expenses                                3,783       3,872       3,577
                                                 ------      ------      ------

Income before minority interest in subsidiary       239         516         220

  Minority interest in subsidiary                   (96)       (206)        (88)
                                                 ------      ------      ------

 Net income                                        $143        $310        $132
                                                 ======      ======      ======

Net income per unit -
  Basic                                           $0.06       $0.14       $0.06
  Diluted                                         $0.06       $0.14       $0.06

Weighted average number of units outstanding -
  Basic                                           2,272       2,272       2,272
  Diluted                                         2,273       2,277       2,277



          See accompanying Notes to Consolidated Financial Statements.


<PAGE>


                        FFP PARTNERS, L.P. AND SUBSIDIARY
                  CONSOLIDATED STATEMENTS OF PARTNERS' CAPITAL
                                 (In thousands)

                                                             Accumulated
                                                                Other
                                           Limited  General Comprehensive
                                          Partners  Partner     Loss     Total
                                          --------  -------  ---------   -----

Balance at January 1, 1999                 $1,242      $20        $0    $1,262

   Net income                                 130        2         0       132
                                           ------   ------    ------    ------

Balance at December 31, 1999                1,372       22         0     1,394

   Net income                                 307        3         0       310
   Unrealized loss on marketable securities                     (282)     (282)
                                                              ------    ------
   Comprehensive net income                                     (282)       28
                                           ------   ------    ------    ------

Balance at December 31, 2000                1,679       25      (282)    1,422

   Net income                                 142        1         0       143
   Unrealized loss on marketable securities                     (167)     (167)
   Reclassification of unrealized loss on
      marketable securities to income                            200       200
                                                              ------    ------
   Comprehensive net income                                       33       176
                                           ------   ------    ------    ------
Balance at December 31, 2001               $1,821      $26     $(249)   $1,598
                                           ======   ======    ======    ======





          See accompanying Notes to Consolidated Financial Statements.



<PAGE>


                        FFP PARTNERS, L.P. AND SUBSIDIARY
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                                 (In thousands)

                                                     Years Ended December 31,
                                                 ------------------------------
                                                   2001       2000         1999
                                                 ------      ------      ------
Revenues -

Cash flows from operating activities -
  Net income                                          $143       $310      $132
  Adjustments to reconcile net income to
  net cash provided by operating activities -
    Depreciation and amortization                    1,256      1,246     1,253
    Gain on sale of real property                      (52)      (399)        0
    Minority interest in subsidiary                     96        206        88
    Accretion of discount on marketable securities    (167)      (109)        0
    Unrealized net loss on trading securities            0        205         0
    Realized net loss on trading securities              0         35         0
    Loss from impairment of marketable securities      200          0         0
    Changes in operating assets and liabilities -
       Purchase of trading securities                    0       (865)        0
       Prepaid expenses                                 13         18        (5)
       Other assets                                      0          0      (723)
       Accrued expenses                                  5        (74)      224
                                                    ------      ------   ------
Net cash provided by operating activities            1,494        573       969

Cash flows from investing activities -
  Capital expenditures for real property             (522)       (287)   (2,846)
  Proceeds from sale of real property                  75         868         5
  Investment in real estate partnership              (273)          0         0
  Advances to affiliate                              (120)       (515)     (892)
  (Increase) decrease in direct
     financing leases to affiliate                     63          52    (3,897)
  Purchase of available-for-sale securities          (475)        (54)        0
  Proceeds from margin account                        344           0         0
  (Increase) decrease in notes receivable              85          14       (70)
                                                   ------      ------    ------
Net cash provided by (used in) investing activities  (823)         78    (7,700)

Cash flows from financing activities -
  Proceeds from long-term debt                          0           0    21,349
  Payments on long-term debt                         (621)       (565)     (417)
  Payments on long-term debt to affiliate               0           0   (14,201)
  Additional collateral provided on long-term debt      0         (86)        0
                                                   ------      ------    ------
Net cash provided by (used in) financing activities  (621)       (651)    6,731
                                                   ------      ------    ------

    Net increase in cash                               50           0         0

Cash at beginning of year                               0           0         0
                                                   ------      ------    ------

Cash at end of year                                   $50          $0        $0
                                                   ======      ======    ======



Supplemental Disclosure of Cash Flow Information
------------------------------------------------
Cash paid for interest                             $2,086      $2,038     1,737

          See accompanying Notes to Consolidated Financial Statements.


<PAGE>


                        FFP PARTNERS, L.P. AND SUBSIDIARY
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1. BASIS OF PRESENTATION

     (a) Organization of Partnership and Nature of Operations

     These  Consolidated  Financial  Statements  include  the  accounts  of  FFP
Partners,   L.P.  (the  "Partnership"),   and  its  60%-owned  subsidiary,   FFP
Properties,  L.P. ("FFP  Properties").  The  Partnership's  real  properties are
owned, and its rental activities are conducted, by FFP Properties, its operating
subsidiary.  The Partnership  owns a 60% partnership  interest in FFP Properties
and serves as its sole general partner. In the Consolidated Financial Statements
of the  Partnership,  the minority  interest in  subsidiary  represents  the 40%
limited partnership interest of FFP Properties not owned by the Partnership.

     The Partnership is a Delaware limited  partnership  formed in December 1986
pursuant to the  Agreement  of Limited  Partnership  of FFP  Partners,  L.P. (as
amended,  the  "Partnership  Agreement").  FFP Real Estate  Trust,  a Texas real
estate investment trust (the "General Partner"),  is the sole general partner of
the Partnership.  Holders of Class A Units of limited  partnership  interests of
the  Partnership   ("Limited   Partner  Units")  are  limited  partners  of  the
Partnership.  The  Partnership  no  longer  has any  Class B  units  of  limited
partnership interests or any other class of limited partnership interests.

     John H.  Harvison  is the  President  and Chief  Executive  Officer  of the
General Partner.  Mr. Harvison is also the Chairman and Chief Executive  Officer
of FFP  Management  Company,  Inc.  ("FFPMC"),  which  owns  all of the  General
Partner.  Mr. Harvison,  members of his family, and corporations,  partnerships,
trusts,  and other business  entities  affiliated with him or his family members
(collectively, the "Harvison Family") own all of the outstanding common stock of
FFPMC.

     Prior to a  tax-motivated  restructuring  in December 1997, the Partnership
owned and operated  convenience  stores,  truck  stops,  other retail motor fuel
outlets,  and ancillary  businesses.  In that December 1997  restructuring,  the
Partnership transferred those businesses to FFP Marketing Company, Inc., a Texas
corporation ("FFP Marketing"), but retained the improved real properties used in
its former  retail  operations,  in  exchange  for all the  common  stock of FFP
Marketing.  The  common  stock  of  FFP  Marketing  was  then  distributed  on a
one-for-one basis to the general partner and limited partners of the Partnership
at that time.  The  assets  and  liabilities  in the  accompanying  consolidated
balance sheets of the Partnership  reflect the historical carrying values of the
predecessor entity prior to the restructuring.

     In that December 1997  restructuring,  the Partnership also distributed the
real  estate  it  retained  to FFP  Properties,  a newly  formed  Texas  limited
partnership, in exchange for the general partnership interest in FFP Properties.
The limited  partnership  interests in the Partnership then held by the Harvison
Family were exchanged for economically  equivalent limited partnership interests
in FFP  Properties.  In addition,  the General Partner was formed and became the
general partner of the Partnership.  At that time, FFP Properties  executed real
estate  leases with a subsidiary  of FFP  Marketing  covering the improved  real
properties previously used in its retail operations. See Note 7.

     (b) Consolidation

     The  consolidated   financial   statements  include  the  accounts  of  the
Partnership and its  majority-owned  subsidiary.  All significant  inter-company
accounts  and  transactions   are  eliminated  in  the  consolidated   financial
statements.


2. SIGNIFICANT ACCOUNTING POLICES

     (a) Cash and cash equivalents

     Cash equivalents  consist of highly liquid investments with a maturity date
at date of purchase of three months or less.

     (b) Real Property

     Real  property is stated at cost,  which may differ from fair market value.
Depreciation is provided on the  straight-line  method over the estimated useful
lives of the respective assets, which may range from five to 30 years.

     (c) Fair Value of Financial Instruments

     The carrying value of notes receivable  approximates  fair value because of
the short maturity of the  instruments.  The carrying value of long-term debt at
December 31, 2001 and 2000 was $20,191,000 and  $20,812,000,  respectively.  The
fair  value  of such  debt on  such  dates  was  approximately  $22,779,000  and
$22,142,000,  respectively,  based on interest rates currently  available to the
Partnership.

     (d) Units Issued and Outstanding

     The equity  interests  in the  Partnership  are  comprised  of the  Limited
Partnership Units and units representing the general partnership interest. These
units issued and outstanding at December 31, 2001 and 2000 were as follows:



                                                  2001               2000
                                               ---------         ---------

Limited partners                               2,234,262         2,234,262
General partner                                   37,416            37,416
                                               ---------         ---------
    Totals                                     2,271,678         2,271,678
                                               =========         =========

     The Limited  Partnership  Units are traded on the American  Stock  Exchange
under the "FFP"  trading  symbol.  The General  Partner  owns all of the general
partner units of the Partnership.

     (e) Use of Estimates

     The use of estimates is required to prepare the Partnership's  consolidated
financial statements in conformity with accounting principles generally accepted
in the  United  States  of  America.  Although  management  believes  that  such
estimates are reasonable, actual results could differ from the estimates.

     (f) Impairment of Long-Lived Assets

     The Partnership reviews long-lived assets for impairment whenever events or
changes in  circumstances  indicate that the carrying amount of an asset may not
be  recoverable.  Recoverability  of assets to be held and used is measured by a
comparison  of the carrying  amount of such assets to estimated  future net cash
flows  from the  assets.  If such  assets are  considered  to be  impaired,  the
impairment  to be  recognized  is measured  by the amount by which the  carrying
amount of the assets exceeds the fair value of the assets.

     (g) Rental Revenue

     The Partnership recognizes rental revenues when earned.

     (h) Unit Option Plan

     The  Partnership  accounts for its unit option plan in accordance  with the
provisions of Accounting Principles Board ("APB") Option No. 25, "Accounting for
Stock Issued to Employees," and related  interpretations.  As such, compensation
expense  would be recorded  only if the current  market price of the  underlying
unit on the date of the grant of the option  exceeded the exercise  price of the
option.  The  Partnership  adopted  SFAS No. 123,  "Accounting  for  Stock-Based
Compensation,"  which permits  entities  either to (i) recognize as expense over
the  vesting  period  the fair  value of all  stock-based  awards on the date of
grant,  or (ii)  continue  to apply the  provisions  of APB  Opinion  No. 25 and
provide pro forma net income and  earnings  per share  disclosures  for employee
option grants as if the fair-value based method defined in SFAS No. 123 had been
applied. The Partnership elected the second alternative. See Note 5.

     (i) Income Taxes

     The  Partnership  pays no federal  income tax because it is a  partnership.
Rather,  the  taxable  income or loss of the  Partnership  is  allocated  to its
partners to be included in their respective tax returns,  subject to special tax
rules for publicly traded  partnerships.  The amounts reported for assets in the
Consolidated  Balance Sheet at December 31, 2001 exceeded the Federal income tax
bases of those assets by $3,195,000 on that date.

     (j) Reporting of Comprehensive Income

     Comprehensive  net income includes net income plus all revenues,  expenses,
gains and losses,  including unrealized gains and losses from available-for-sale
securities that are directly recorded to equity.

     (k) Segment Information

     The Partnership  operates in a single operating segment,  the ownership and
rental of real estate.  The Partnership  earns  substantially  all of its rental
income from a single entity, FFP Marketing.

     (l) Investments in Marketable Securities

     The Partnership  classified all of its investments in marketable securities
through  September 30, 2000, as "trading  securities".  Trading  securities  are
securities  that are bought and held  principally for the purpose of a resale in
the near term.  Effective October 1, 2000, the Partnership changed its intention
in holding its  marketable  securities  to a longer term  outlook.  Accordingly,
since October 1, 2000,  the  Partnership  has  classified  all of its marketable
securities as "available-for-sale"  securities.  Under FASB No. 115, "Accounting
for Certain  Investments  in Debt and Equity  Securities",  net  unrealized  and
realized  gains and losses from  trading  securities  are  included in earnings,
while net  unrealized  gains and losses from  available-for-sale  securities are
included in the calculation of "comprehensive net income" in the equity accounts
of a company,  instead of in earnings.  Dividend  and interest  income from both
trading securities and available-for-sale securities, including the amortization
of any  premium  and  discount  arising at  acquisition,  are also  included  in
earnings.

     Income and loss from investments in marketable  securities  included in the
Partnership's  net income in 2001,  2000 and 1999 is summarized in the following
table:

                                                2001         2000        1999
                                               ------      ------      ------
                                                        (In thousands)

Interest income from marketable securities      $148         $127          $0
Margin interest expense                          (19)         (18)          0
Accretion income on bond discount                167          109           0
Unrealized loss from trading securities            0         (205)          0
Loss from impairment of available-for-sale
   securities                                   (200)           0           0
Realized net loss from trading securities          0          (35)          0
                                              ------       ------      ------

  Totals                                         $96         $(22)         $0
                                              ======       ======      ======

     During  the fourth  quarter  of 2001,  the  Partnership  determined  that a
decline in the market value of one of its available-for-sale  securities was not
temporary and reclassified  the cumulative  decline in that security of $200,000
from accumulated other comprehensive loss to its 2001 earnings.  The Partnership
also  reduced its  interest  income in 2001 by $74,000 for the accrued  interest
receivable  relating  to that  available-for-sale  security.  Subsequently,  all
increases or decreases in the market value of that  security will be recorded as
other comprehensive income or loss.

     (m) Investment in Real Estate Partnership

     The  Partnership  accounts for its investment in a real estate  partnership
under the equity  method.  Accordingly,  the  Partnership's  net  investment  is
accounted  for as an asset,  and its  allocable  share of income or loss of that
partnership's net income or loss is reflected in the Partnership's statements of
income.

3. LONG-TERM DEBT

     The monthly payments and the outstanding principal balances at December 31,
2001 and 2000  under the  Partnership's  notes  payable  are  summarized  in the
following table:

                                                            Outstanding Balance
                                                            -------------------

                                                   Monthly
Type of Loan          Purpose of Loan              Payments     2001      2000
----------------      --------------------------   --------   ------     ------
                                                         (In thousands)

7-year financing      1996 purchase of store           $1        $43        $56
15-year financing     1999 purchase of 14 stores       99      8,641      9,000
20-year financing     1999 refinancing of debt        123     11,507     11,756
                                                   ------     ------     ------
Total notes payable                                  $223     20,191     20,812
                                                   ======
  Less: current portion due within one year                      682        621
                                                              ------     ------
Long-term notes payable                                      $19,509    $20,191
                                                              ======     ======

     The Partnership is obligated  under a note payable  bearing  interest at 9%
per annum and payable in monthly  installments  of $1,000 until  September 2004.
That note is secured by real property and had aggregate  balances of $43,000 and
$56,000 at December 31, 2001 and 2000, respectively.

     In February 1999,  the  Partnership  purchased 14 improved real  properties
from a national  convenience store chain on which 14 convenience stores or truck
stops are operational. To fund that purchase, the Partnership incurred long-term
acquisition financing with a third party lender in the original principal amount
of  $9,550,000.  That debt is fully  amortizable  over 15 years  with 180 equal,
monthly payments of principal and interest in the amount of $99,000. Interest is
payable on that debt at 9.275% per annum. The payment of this note is secured by
deed of trust  liens  against  the 14  properties  acquired,  and FFP  Marketing
guaranteed the Partnership's acquisition indebtedness.  The principal balance on
that  debt was  $8,641,000  and  $9,000,000  at  December  31,  2001  and  2000,
respectively.  The  amount of FFP  Marketing's  monthly  lease  payments  to the
Partnership  in the first  five  years of the lease  term  ($99,000)  equals the
Partnership's monthly debt payments. Thereafter, the Partnership's rental income
from FFP Marketing on those  properties is expected to exceed the  Partnership's
monthly debt payments  because the lease provides for an increase in the monthly
rental in the event of an increase in the  consumer  price index after the fifth
and tenth years of that lease.

     In October 1999, the Partnership  closed  long-term  financing from a third
party  lender and at that time repaid in full its  long-term  indebtedness  then
payable to FFP Marketing.  The Partnership executed a promissory note payable to
the new lender in the amount of $12,000,000 plus a credit  enhancement amount of
up to $1,043,000.  That promissory note is fully  amortizable over 20 years with
240 equal,  monthly payments of principal and interest of $115,000.  Interest is
payable on the note at 9.7% per annum.  The payment of this note is secured by a
deed of trust  lien  against  63  properties  of the  Partnership  leased to FFP
Marketing on a 20-year term. The loan documents provide that the note payable by
the  Partnership to the lender would be included in a loan pool along with notes
payable by other  borrowers from that lender and requires the Partnership to pay
a monthly credit enhancement fee of up to $8,000 in the event that other members
of the loan pool default under their loans.  In 2001 and 2000,  the  Partnership
paid  credit  enhancement  fees  of  $101,000  and  $27,000,  respectively.  The
principal  balance on that debt was  $11,507,000 and $11,756,000 at December 31,
2001 and 2000, respectively

     The aggregate fixed maturities of all of the  Partnership's  long-term debt
for each of the five years subsequent to 2001 are as follows:

                                         (In thousands)

     2002                                     $682
     2003                                      750
     2004                                      821
     2005                                      888
     2006                                      977
     Thereafter                             16,073
                                            ------
                                           $20,191
                                            ======

4. NET INCOME PER UNIT

     The following  table  reconciles the  denominator in the calculation of the
basic and  diluted  net  income per unit for  limited  partnership  and  general
partnership interests in 2001, 2000 and 1999:

                                                     2001       2000       1999
                                                    -----      -----      -----
                                                           (In thousands)

Weighted average number of units outstanding        2,272      2,272      2,272
Effect of dilutive options                              1          5          5
                                                    -----      -----      -----
Weighted average number of units outstanding
     assuming dilution                              2,273      2,277      2,277
                                                    =====      =====      =====

     The computation of diluted net income per unit included options to purchase
30,000 Limited  Partnership  Units that were outstanding at each of December 31,
2001,  2000 and 1999,  but  excluded  options to purchase  312,999,  262,999 and
262,999 Limited  Partnership  Units that were  outstanding at December 31, 2001,
2000 and 1999, respectively, because it would have been anti-dilutive.


5. NONQUALIFIED UNIT OPTION PLAN

     The Partnership previously granted nonqualified options to purchase 292,999
Limited  Partnership  Units that were  outstanding  at December 31,  2001.  Such
options  were  granted  under its  Nonqualified  Unit  Option Plan and its prior
Nonqualified Unit Option Plan for Nonexecutive Employees.  The Nonqualified Unit
Option plan had terminated in a prior year, but another plan with the same terms
was then  adopted by the  Partnership.  Options  to  purchase  37,998  units are
available  for grant under the  Nonqualified  Unit Option Plan for  Nonexecutive
Employees. A summary of activity under the unit option plans follows:

                                                                        Weighted
                                             Limited        Exercise     Average
                                             Partner         Price      Exercise
                                              Units          Range        Price
                                             -------    --------------  --------

Options outstanding at January 1, 1999       295,999    $0.75 - $2.261    $1.30
Options expired or terminated in 1999         (3,000)         1.211        1.21
                                             -------    --------------    -----
Options outstanding at December 31, 1999
      and 2000                               292,999    $0.75 - $2.261    $1.30
Options granted in 2001                       50,000         0.80          0.80
                                             -------    --------------    -----
Options outstanding at December 31, 2001     342,999    $0.75 - $2.261    $1.23
                                             =======    ==============    =====

Options exercisable, December 31, 2001       292,999    $0.75 - $2.261    $1.30
                                             =======    ==============    =====

     All options to purchase Limited  Partnership Units that were outstanding at
the  completion  of the December  1997  restructuring  of the  Partnership  were
divided into separate options to purchase Limited  Partnership  Units and a like
number of FFP Marketing common shares.  The exercise price for the then existing
options for Limited Partnership Units was divided between the two new options in
proportion  to the closing price on the American  Stock  Exchange of the Limited
Partnership  Units and FFP  Marketing's  common  shares.  The adjusted  exercise
prices of the unit options  outstanding at December 31, 2001, 2000, and 1999 are
as follows:

                               2001               2000               1999
                    ------------------- -------------------- -------------------
   Issue  Exercise    Options   Options   Options    Options   Options   Options
   Date      Price  Outstndng Exercsble Outstndng Exercisble Outstndng Exercsble
---------- -------  --------- --------- --------- ---------- --------- ---------

11/17/1992 $1.2110    136,333   136,333   136,333    136,333   136,333   136,333
10/06/1994  1.2516      6,666     6,666     6,666      6,666     6,666     6,666
04/06/1995  1.9380     25,000    25,000    25,000     25,000    25,000    25,000
09/19/1995  2.2610     25,000    25,000    25,000     25,000    25,000    25,000
02/26/1997  1.3929     20,000    20,000    20,000     20,000    20,000    13,333
07/23/1998  1.0625     50,000    50,000    50,000     33,334    50,000    16,668
09/16/1998  0.7500     30,000    30,000    30,000     20,000    30,000    10,000
06/18/2001  0.8000     50,000         0         0          0         0         0
                      -------   -------   -------    -------   -------   -------
                      342,999   292,999   292,999    266,333   292,999   233,000
                      =======   =======   =======    =======   =======   =======

     The weighted  average  exercise  price of  outstanding  options to purchase
Limited  Partnership  Units under the plans at  December  31, 2001 was $1.23 per
unit, and the weighted average  remaining  contractual life of those options was
4.1 years.

     In 2001, the Partnership  granted options to each of two new members of the
Board of Trustees of the general  partner of the  Partnership to purchase 25,000
Limited  Partnership Units at an exercise price of $0.80 per Limited Partnership
Unit. As with all of the options of the Partnership,  the exercise price for the
new options equals to the closing price of the Limited  Partnership Units on the
date of the grant.  The Partnership did not grant any options in 2000 or 1999 to
purchase Limited Partnership Units.

         The per unit weighted average fair value of options granted in 2001 was
estimated using the Black Sholes option pricing model and assuming a risk free
annual rate of 5.22%, a volatility rate of 93.92%, and a life of five years.

     The  Partnership  applies APB Opinion No. 25 in  accounting  for its option
plans.  Accordingly,  no  compensation  cost  related  to  the  plans  has  been
recognized  in  the  consolidated  financial  statements.  Had  the  Partnership
determined compensation expense under SFAS No. 123, the Partnership's net income
would have been reduced to the pro forma amounts indicated below:

                                            2001          2000         1999
                                           ------       -------      -------
                                        (In thousands, except for per unit data)

Net income -
     As reported                             $143         $310         $132
     Pro forma                                136          291           98
Net income per unit -
     As reported -
         Basic                              $0.06        $0.14        $0.06
         Diluted                             0.06         0.14         0.06
     Pro forma -
        Basic                               $0.06        $0.13        $0.04
        Diluted                              0.06         0.13         0.04

6. RESTRICTIONS ON EXCESSIVE PURCHASE OF UNITS

     In the December 1997 restructuring,  the Partnership's  limited partnership
agreement  was amended to prohibit  any person from owning more than 4.9% of the
Limited Partnership Units. The amended agreement provides that any transfer that
would  otherwise  result in a person  owning  more than this  amount of  Limited
Partnership Units will be null and void, and the Limited  Partnership Units that
were to be transferred  will become "Excess Units," which will have no voting or
dividend rights and will be held in escrow by the Partnership.

7. REAL ESTATE LEASES

     In October 1999, the Partnership,  as lessor, and FFP Marketing, as lessee,
executed a new lease, or extended existing leases,  for 63 properties  providing
security for new long-term debt of the Partnership  with a 20-year  amortization
period.  Those new or extended  leases  began at that time with a 20-year  lease
term. The  Partnership's  current  rental income from FFP Marketing  under those
leases equals $156,000 per month.  These leases provide for "triple net" leases,
under which FFP  Marketing  pays all taxes,  insurance,  operating,  and capital
costs, and for increased rent payments every five years (in 2004, 2009 and 2014)
based upon increases in the consumer price index.

     In February 1999,  the  Partnership  purchased 14 improved real  properties
from a third  party on which 12  convenience  stores  and two  truck  stops  are
operational.  The Partnership immediately leased the properties to FFP Marketing
under 15-year leases. The Partnership's total rental payments from FFP Marketing
under those leases are $99,000 per month.  Of that amount,  $28,000 per month is
allocated to the land portion of those leases and  classified  as rental  income
under  operating  leases,  while  $71,000 per month is allocated to the building
portion  of those  leases and  classified  as  payments  received  under  direct
financing  leases.  These  leases  are  "triple  net"  leases,  under  which FFP
Marketing pays all taxes, insurance,  operating,  and capital costs, and provide
for an increase in rent payments after each five-year  period during the term of
the leases (in 2004 and 2009)  based upon any  increase  in the  consumer  price
index.

     The  following  table shows the  Partnership's  anticipated  lease  payment
receipts  under direct  financing  leases for years  subsequent  to 2001 and the
components  of its net  investment  in direct  financing  leases at December 31,
2001:

                                                               (In thousands)

 2002                                                               $853
 2003                                                                853
 2004                                                                853
 2005                                                                853
 2006                                                                853
 Thereafter                                                        6,113
                                                                  ------
 Total minimum lease payments                                     10,378
      Amount representing interest income                         (6,596)
                                                                  ------
 Net investment in direct financing leases                         3,782
      Less: current portion                                          (53)
                                                                  ------
 Net investment in direct financing
      leases, excluding current portion                           $3,729
                                                                  ======

     In December 2001, the  Partnership  purchased a convenience  store property
from FFP  Marketing  for  $500,000 and leased it back to FFP  Marketing  under a
lease with a 5-year  term,  plus three  5-year  options at the  election  of FFP
Marketing.  The lease contains triple net provisions and an increase in rent for
each subsequent  5-year period in the event of an increase in the consumer price
index. Rent income for the first five years will be $5,000 per month.

     Other than the  20-year  leases,  the  15-year  leases,  and  5-year  lease
described  above,  substantially  all of the  remaining  real  properties of the
Partnership are leased to FFP Marketing  under operating  leases (the "Remaining
Leases")  that  generally  expire  in  either  May  2002 or May  2007,  plus two
five-year  renewals  at the sole  option  of FFP  Marketing.  The  Partnership's
current  rental  income  from  FFP  Marketing  under  the  Remaining  Leases  is
approximately  $60,000 per month.  These  leases are also  "triple  net" leases,
under which FFP  Marketing  pays all taxes,  insurance,  operating,  and capital
costs,  and  provide for an increase in rent  payments  upon each  renewal  date
periods  (either  in 2002  and  2007 or in 2007 and  2012),  in the  event of an
increase in the consumer price index.

     The Remaining Leases cover two types of properties:  parcels where the land
and  building  are  owned  by  the  Partnership   (described  in  the  foregoing
paragraph),  and parcels where only the building is owned by the Partnership and
leased to FFP Marketing,  subject to a superior ground lease which extends until
2007 (the "Building Only Properties"). Under the terms of the deeds by which the
Partnership acquired the Building Only Properties,  the Partnership's  ownership
of the Building Only Properties will terminate upon the expiration of the ground
leases, unless extended. The lessors under those ground leases have indicated to
the  Partnership  that they do not currently  intend to extend the ground leases
past 2007. The Partnership's  rental income from the Building Only Properties in
2001, 2000 and 1999 was $688,000, $692,000, and $795,000, respectively.

9. REAL ESTATE PARTNERSHIP INVESTMENT

     In  December  2001  the  Partnership  acquired  a 50%  limited  partnership
interest in Brookside  Villas,  L.P., a newly formed Texas  limited  partnership
("Brookside  Villas") for the purpose of purchasing  five acres of land, more or
less,  in  Austin,  Texas  containing  35  improved  residential  lots  and then
marketing,  building and selling  single-family  condominium homes on said lots.
Brookside  Villas  purchased  the land in  December  2001 from a third party for
$1,225,000 with a down payment of $300,000 and financing  provided by the seller
in the amount of $925,000. The financing is payable with eight monthly principal
only installments of $50,000,  lot release payments of principal only of $35,000
for each lot when a sale is closed,  and a maturity  date in September  2002 for
all remaining  principal and accrued  interest at 8% per annum. The financing is
secured by a deed of trust lien on the property.

     Brookside Villas had no income or expenses in the period ended December 31,
2001, and its unaudited  condensed balance sheet of Brookside Villas at December
31, 2001 was as follows:

                                                            (in thousands)
                           ASSETS

 Land                                                            $1,225
                                                                 ------
       Total Assets                                               1,225
                                                                 ======

              LIABILITIES AND CAPITAL

Current liabilities-
     Notes payable                                                $925
                                                                 -----
Total current liabilities                                          925
                                                                 -----
Total liabilities                                                  925
Partners' capital                                                  300
                                                                 -----
   Total liabilities and capital                                $1,225
                                                                ======

     As a limited partner of Brookside Villas,  the Partnership is not liable on
Brookside Villas' note payable of $925,000 and also did not guarantee that debt.

10. RELATED PARTY TRANSACTIONS

     Both  officers of the  General  Partner  hold  similar  positions  with FFP
Marketing.   In  addition,   entities   owned  directly  or  indirectly  by  the
Partnership's  chief executive  officer,  members of his immediate  family,  and
other members of the senior  management of the Partnership have in the past, and
intend to do so in the future, engaged in transactions with the Partnership.  In
December 2001 the Vice  President-Finance  of the Partnership's  general partner
acquired a 5% limited partnership interest in Brookside Villas. See Note 9.

     The  Partnership  leases  properties to FFP Marketing.  In 2001,  2000, and
1999, the  Partnership  received lease payments from FFP Marketing in the amount
of $2,932,000,  $2,951,000, and $2,952,000,  respectively.  The Partnership also
paid  $853,000,  $853,000 and $710,000 to FFP Marketing in 2001,  2000 and 1999,
respectively,  as direct financing lease payments for the buildings purchased by
the Partnership and leased in February 1999. In addition,  the Partnership  paid
interest  of  $892,000  to FFP  Marketing  in 1999  under a note  payable to FFP
Marketing that was refinanced in October 1999 with third party indebtedness.

     The Partnership and FFP Marketing are parties to a reimbursement  agreement
pursuant to which the Partnership  reimburses FFP Marketing for all direct costs
of the Partnership (such as costs to prepare its annual partnership tax returns,
annual  audit  fees,  et al.)  plus an annual  management  fee of  $200,000  for
indirect  overhead costs of the Partnership.  Accordingly,  the Partnership paid
$200,000 to FFP Marketing as the management  fee for indirect  overhead costs in
each of 2001, 2000 and 1999.

     The Partnership uses the cash management  services of FFP Marketing and did
not establish its own bank account until December 2001.  Under their  agreement,
FFP  Marketing  pays  all of the  Partnership's  expenses,  receives  all of its
revenues, and maintains detailed records of each transaction. An ongoing account
is maintained with the amount owed accruing  interest monthly at the prime rate.
The Partnership earned $123,000, $108,000 and $140,000 as interest income on the
amounts  owed by FFP  Marketing  to the  Partnership  in 2001,  2000  and  1999,
respectively.  At December 31, 2001 and 2000,  FFP Marketing was indebted to the
Partnership in the amount of $1,527,000 and $1,407,000, respectively. Subsequent
to December 31, 2001, FFP Marketing repaid the Partnership  substantially all of
the amount outstanding at year end.

<PAGE>

                                  Exhibit 10.6

                          LIMITED PARTNERSHIP AGREEMENT
                                       of
                             BROOKSIDE VILLAS, LTD.

     This Limited  Partnership  Agreement of Brookside Villas, Ltd. (referred to
in this Limited  Partnership  Agreement as the  "Agreement") is made and entered
into as of December 17, 2001 by,  between and among Admiral  Construction,  Inc.
(referred to in this  Agreement as the "General  Partner")  and FFP  Properties,
L.P.,  a Texas  limited  partnership,  and Craig T. Scott  (referred  to in this
Agreement  collectively as the "Class A Limited  Partners" and individually as a
"Class A Limited Partner"), and T. David Young (referred to in this Agreement as
the "Class B Limited  Partner").  The Class A Limited  Partners  and the Class B
Limited  Partner are referred to in this Agreement  collectively as the "Limited
Partners" and individually as a "Limited  Partner".  The General Partner and the
Limited  Partners are referred in this Agreement  collectively as the "Partners"
or individually as a "Partner".

                                    ARTICLE I
                            FORMATION AND DEFINITIONS

     1.01. Organization.  The undersigned parties to this Agreement hereby agree
to form a limited partnership, named Brookside Villas, Ltd. (referred to in this
agreement as the  "Partnership"),  to be governed by the terms of this Agreement
and the Texas Revised Limited  Partnership Act (referred to in this Agreement as
the "Act").

     1.02. Certificate of Limited Partnership. The General Partner shall execute
a certificate  of limited  partnership  at the time this  Agreement is executed,
file the certificate with the Secretary of State of the State of Texas, and send
a file stamped copy of the certificate to each Limited Partner.  Thereafter, the
General  Partner shall execute and file other  certificates  or  instruments  as
necessary,  appropriate,  or convenient  under the Act and any other laws of the
State of Texas.

     1.03. Purposes of Partnership.  The purposes of the Partnership shall be to
joint venture,  acquire, own, manage,  finance,  refinance,  develop,  construct
improvements,  rent and/or sell thirty-five  (35)  condominium  units in The St.
Elmo Villas Condominium in the City of Austin, Travis County, Texas, all as more
particularly described in Exhibit "A" attached to this Agreement and made a part
hereof for all purposes (the "Project"), and further to lend money to purchasers
of all or a portion of the Partnership's  real estate on such collateral,  terms
and conditions as may be approved by all of the Partners.

     1.04. Certain Definitions.  The following  capitalized terms shall have the
meanings given them below:

     "Adjusted Capital Account Deficit" means, with respect to any Partner,  the
deficit balance,  if any, in such Partner's Capital Account as of the end of the
relevant fiscal year, after giving effect to the following adjustments:

     (a) Credit to such  Capital  Account  any  amounts  which  such  Partner is
obligated to restore pursuant to any provision of this Agreement or is deemed to
be obligated to restore to the  Partnership  upon  liquidation  as determined in
accordance  with Sections  1.704-1(b)(2)(ii)(c),  1.704-1(b)(2)(ii)(d),  and the
penultimate  sentences  of  Sections  1.704-2(g)(1)  and  1.704-2(i)(5)  of  the
Regulations; and

     (b)  Debit  to  such  Capital  Account  the  items  described  in  Sections
1.704-1(b)(2)(ii)(d)(4), 1.704-1(b)(2)(ii)(d)(5), and 1.704-1(b)(2)(ii)(d)(6) of
the Regulations.

     The foregoing definition of Adjusted Capital Account Deficit is intended to
comply with the provisions of Section  1.704-1(b)(2)(ii)(d)  of the  Regulations
and shall be interpreted consistently therewith.

     "Affiliate" as to any Person shall mean any other Person that Controls,  is
Controlled by, or is under common control with, such Person.  For these purposes
with  respect  to  Persons  other  than  individuals,  "Control"  shall mean the
ownership of at least 20% of the equity  securities of a Person, or control of a
sufficient percentage of general partners, managers, members, or others so as to
give indirect control of another Person.

     "Capital  Contributions"  for any particular Partner at any particular time
shall be the aggregate of all  contributions  to the Partnership by such Partner
pursuant to Article IV hereof.

     "Code" shall mean the Internal  Revenue Code of 1986,  as amended from time
to time (or any corresponding provisions of succeeding law).

     "Net Income" or "Net Loss" means,  with respect to the Partnership for each
fiscal year, the excess or the deficiency, as the case may be, of all income and
gain for such fiscal year over the  aggregate of all expenses,  deductions,  and
losses for such fiscal year.

     "Partner Minimum Gain" shall be "partner nonrecourse debt minimum gain," as
defined in Regulations  Section  1.704-2(i)(2) and determined in accordance with
Regulations Sections 1.704-2(i)(3) and 1.704-2(k).

     "Partner  Nonrecourse  Debt"  has the  meaning  set  forth  in  Regulations
Sections 1.704-2(b)(4) and 1.704-2(i).

     "Partner  Nonrecourse  Deduction"  has the meaning set forth in Regulations
Section 1.704-2(i).

     "Partnership Minimum Gain" has the meaning set forth in Regulations Section
1.704-2(d)  and  shall  be  determined  in  accordance  with the  provisions  of
Regulations Section 1.704-2(k).

     "Person"  shall  mean  any  individual  or  any  partnership,  corporation,
unincorporated association, trust, or other type or kind of entity.

     "Regulations" shall mean the temporary and permanent Income Tax Regulations
promulgated under the Code, as such regulations may be amended from time to time
(including corresponding provisions of succeeding Regulations).

     "Unreturned  Capital" at any  particular  time,  for a particular  Partner,
shall mean the excess, if any, of (i) the aggregate Capital  Contributions  made
by such  Partner  to the  Partnership  pursuant  to  Article  IV,  over (ii) the
cumulative  amount of  distributions  from the Partnership  made to such Partner
pursuant to Section 5.06(b)(i) to such time.

                                   ARTICLE II
                           NAME AND PLACE OF BUSINESS

     2.01.  Name of Limited  Partnership.  The  Partnership  shall conducted its
business under the name Brookside Villas, Ltd. and under such variations of this
name as may be necessary to comply with the laws of Texas.  The General  Partner
shall  execute  and  file  with  the  proper  offices  in a  timely  manner  any
instruments  required by the Fictitious Name or Assumed Name Act or similar laws
in effect in the State of Texas.

     2.02. Location of Partnership  Offices.  The principal place of business of
the Partnership shall be 2499-A South Capital of Texas Highway,  Austin,  Travis
County,  Texas 78746.  This place of business shall be the registered  office in
Texas and the  principal  office in the United States as defined in the Act. The
General Partner may change the registered  office in Texas and principal  office
in the United States by complying  with the  provisions of the Act and all other
applicable laws. The General Partner may establish additional places of business
of the Partnership.

     2.03.  Names and  Addresses  of Partners.  The names and  addresses of each
Partner are listed in Exhibit "B",  attached to this Agreement and  incorporated
by  reference.  There are no other  partners of this  Partnership,  and no other
person or entity  has any right to take part in the  ownership,  management,  or
other rights of the Partnership, except as otherwise provided in this Agreement.

                                   ARTICLE III
                               TERM OF PARTNERSHIP

     3.01. The Partnership  shall begin as of the date of filing the certificate
of limited  partnership  and shall  continue  in  existence  until it is earlier
terminated,  liquidated,  or dissolved in accordance  with this  Agreement or by
operation of law.

                                   ARTICLE IV
                 CAPITAL CONTRIBUTIONS AND PARTNERSHIP INTERESTS

     4.01. Initial Contributions. Upon execution of this Agreement, each Partner
shall make an initial  contribution  in cash to the  Partnership as described in
Exhibit "B" of this Agreement.  Upon making the initial contribution as shown in
Exhibit "B" of this Agreement, each Partner shall own the percentage interest in
the Partnership  (collectively the "Percentage  Interests" and  individually,  a
"Percentage  Interest")  as set forth  opposite  his name in Exhibit "B" of this
Agreement.

     4.02.  Required Equity  Contributions.  The Class A Limited Partners may be
required  to  make  additional  capital  contributions  as  set  forth  in  this
Agreement.  The Partnership may assess  additional  contributions to the Class A
Limited  Partners  pursuant to this Section  4.02 up to an  aggregate  amount of
$400,000.00.  Subject to such limitation,  each Class A Limited Partner shall be
required to  contribute  the amount of each such  assessment  multiplied  by the
ratio that such Partner's then current Percentage Interest in the Partnership as
shown in Exhibit "B" of this  Agreement  bears to the total of the then  current
Percentage Interests in the Partnership of all Class A Limited Partners as shown
in Exhibit "B" of this Agreement.

     4.03.  Additional Required  Contributions.  The Partners may be required to
make additional capital  contributions only as set forth in this Agreement.  The
Partnership may assess  additional  contributions  in the amounts as agreed upon
from time to time as Approved by the Partners.

     4.04.  Voluntary  Contributions.  Partners  shall not be  permitted to make
additional  contributions  to the  Partnership,  other  than those  assessed  as
provided in this Article,  without the Approval of the Partners.  Thus, Partners
may not alter their Percentage Interests in the Partnership by making additional
voluntary contributions.

     4.05.  Compromise  and  Release of  Contribution  Obligations.  A Partner's
obligation to make  contributions to the Partnership  under this Agreement shall
not be compromised or released,  except with the consent of the General  Partner
and the Limited Partners holding a majority of all Percentage Interests.

     4.06. Partnership  Borrowing.  If the Partnership needs additional funds at
any time  after the  Class A  Limited  Partners  have  made  additional  capital
contributions  to  the  Partnership  pursuant  to  Section  4.02  hereof  in the
aggregate amount of $400,000,  the Partnership may borrow funds from the Class A
Limited  Partners.  With respect to any Partnership  borrowings from the Class A
Limited  Partners  pursuant to this  Section  4.06,  the  Partnership  shall pay
interest thereon at the rate of ten percent (10%) per annum,  accruing daily and
compounded  annually.  All debt  incurred  by the  Partnership  from any Class A
Limited  Partner  shall be senior to and have payment  priority  ahead of either
operating distributions or liquidating distributions to the Partners pursuant to
Sections 5.06 and 8.05 hereof respectively.

     4.07. Capital Accounts. The amount of a Partner's capital account ("Capital
Account") in the Partnership  shall be determined in accordance with Regulations
Section 1.704-1(b)(2)(iv), including by:

     (a) crediting to such account (i) all contributions to the Partnership made
by or on behalf of such Partner or his or its predecessor in interest, including
the fair market value of any property  contributed (less any liabilities assumed
by the  Partnership  or to which any property may be subject) and (ii) all gains
and  income  of  the  Partnership  allocated  to  such  Partner  or  his  or its
predecessor in interest; and

     (b) debiting to such  account (i) all  distributions  from the  Partnership
made to or on behalf of such  Partner  or his or its  predecessor  in  interest,
including  the  fair  market  value  of  any  property   distributed  (less  any
liabilities  assumed by the Partner or to which any property may be subject) and
(ii) all losses and deductions of the  Partnership  allocated to such Partner or
his or its predecessor in interest.

                                    ARTICLE V
                               PROFITS AND LOSSES

     5.01.  Allocation  of Net Income.  Subject to Section  5.03 below,  all Net
Income of the  Partnership,  for each fiscal  year,  shall be  allocated  to the
Partners in the following order of priority:

     (a) First,  Net Income  shall be allocated to the Partners to the extent of
any Net Losses  which were  previously  allocated to such  Partners  pursuant to
Section  5.02 below and which  have not been  previously  offset by  allocations
under this Section  5.01(a),  to be allocated  among the Partners in the reverse
order and amounts  that such Net Losses were  allocated  to the  Partners  under
Section 5.02 below.

     (b) Second,  Net Income shall be allocated to the Class A Limited  Partners
until the  cumulative  allocations  of Net Income to date to the Class A Limited
Partners  under  this  Section  5.01(b)  equal  $710,228.20,  such  amount to be
allocated  among the Class A Limited  Partners in accordance with their relative
Percentage Interests.

     (c) Third,  Net Income shall be  allocated  to the General  Partner and the
Class B Limited  Partner until the cumulative  allocations of Net Income to date
to the  General  Partner  and the Class B Limited  Partner  under  this  Section
5.01(c) equal $581,095.80, such amount to be allocated among the General Partner
and the Class B Limited  Partner in accordance  with their  relative  Percentage
Interests.

     (d)  Finally,  Net Income  shall be  allocated  to the Partners pro rata in
accordance with their respective Percentage Interests.

     5.02. Allocation of Net Loss. Subject to Section 5.03 below, all Net Losses
of the Partnership,  for each fiscal year, shall be allocated to the Partners in
the following order of priority:

     (a) First,  Net Losses  shall be allocated to the Partners to the extent of
any Net Income  which was  previously  allocated  to such  Partners  pursuant to
Section 5.01 above and which has not been previously offset by allocations under
this Section  5.02(a),  to be allocated  among the Partners in the reverse order
and amounts that such Net Income was  allocated to the  Partners  under  Section
5.01 above.

     (b) Second,  Net Losses shall be allocated to the Partners to the extent of
and in the ratio of their respective positive Capital Accounts balances.

     (c)  Finally,  Net Losses  shall be  allocated  to the Partners pro rata in
accordance with their respective Percentage Interests.

     5.03. Regulatory Allocations.

     (a) Adjusted Capital Account Deficit.  Notwithstanding  any other provision
of this Agreement,  no item of deduction or loss shall be allocated to a Limited
Partner to the extent the allocation would cause such Limited Partner to have an
Adjusted Capital Account  Deficit.  In the event some but not all of the Limited
Partners would have an Adjusted Capital Account Deficit as a consequence of such
an  allocation of loss or deduction,  the  limitation  set forth in this Section
5.03(a)  shall be applied on a Partner by Partner  basis so as to  allocate  the
maximum  permissible  deduction or loss to each Limited  Partner  under  Section
1.704-l(b)(2)(ii)(d) of the Regulations.  All deductions and losses in excess of
the  limitations  set forth in this  Section  5.03(a)  shall be allocated to the
General Partner. In the event any loss or deduction shall be specially allocated
to a Partner pursuant to either of the two preceding sentences,  an equal amount
of income of the Partnership shall be specially  allocated to such Partner prior
to any allocation pursuant to Section 5.01.

     (b)  Partnership   Minimum  Gain  Chargeback.   Notwithstanding  any  other
provision of this Agreement,  if the Partnership Minimum Gain on the last day of
any fiscal year is less than the Partnership Minimum Gain on the last day of the
immediately  preceding  fiscal  year,  then  (before  any  other  allocation  of
Partnership items for such year under this Agreement,  other than as provided in
Section 5.03(c) below) there shall be specially  allocated to each Partner items
of  Partnership  income and gain for such year (and,  if  necessary,  subsequent
fiscal years) in an amount equal to such Partner's  share of the net decrease in
Partnership  Minimum Gain  (determined in accordance  with  Regulations  Section
1.704-2(g)). The items to be so allocated shall be determined in accordance with
Regulations Sections  1.704-2(f)(6) and 1.704-2(j)(2)(i) and (iii). This Section
5.03(b) is intended to comply with the minimum gain  chargeback  requirement  in
Regulations Section 1.704-2(f) and shall be interpreted consistently therewith.

     (c) Partner Minimum Gain  Chargeback.  Subsequent to any allocations  under
Section  5.03(b) above,  other than  allocations of gain from the disposition of
property  subject to Partner  Nonrecourse  Debt, if Partner  Minimum Gain on the
last day of any fiscal  year is less than the Partner  Minimum  Gain on the last
day of the immediately  preceding fiscal year, then,  except as provided herein,
each Partner shall be specially  allocated items of Partnership  income and gain
for such year (and, if necessary, subsequent fiscal years) in an amount equal to
that Partner's share, if any, (determined in accordance with Regulations Section
1.704-2(i)(4)) of the net decrease in Partner Minimum Gain (such net decrease to
be determined in a manner consistent with the provisions of Regulations Sections
1.704-2(d) and 1.704-2(g)(3)).  The items to be so allocated shall be determined
in accordance  with the provisions of  Regulations  Sections  1.704-2(i)(4)  and
1.704-2(j)(2)(ii)  and (iii).  Notwithstanding  the  foregoing,  no such special
allocations of income and gain shall be made to the extent that the net decrease
in Partner Minimum Gain described  above arises because the liability  ceases to
be Partner Nonrecourse Debt due to a conversion, refinancing, or other change in
the debt instrument  that causes it to become  partially or wholly a nonrecourse
liability within the meaning of Regulations Section 1.752-1(a)(2).  This Section
5.03(c) is  intended  to comply  with the  chargeback  and other  provisions  of
Regulations Section 1.704-2(i) and shall be interpreted consistently therewith.

     (d) Qualified  Income Offset.  Notwithstanding  any other provision of this
Agreement,  in the event any  Partner  unexpectedly  receives  any  adjustments,
allocations,    or    distributions    described   in    Regulations    Sections
1.704-1(b)(2)(ii)(d)(4),  (5),  or (6),  items of  Partnership  income  and gain
(including  gross  income)  for  such  fiscal  year or  other  period  (and,  if
necessary,  subsequent fiscal years) shall (prior to any allocation  pursuant to
Section  5.01  hereof) be  specially  allocated to such Partner in an amount and
manner sufficient to eliminate,  to the extent required by the Regulations,  the
Adjusted  Capital  Account  Deficit of such  Partner  as  quickly  as  possible,
provided  that an allocation  pursuant to this Section  5.03(d) shall be made if
and only to the extent that such Partner would have an Adjusted  Capital Account
Deficit  after all other  allocations  provided for in this Article IV have been
tentatively made as if Sections 5.03(b), (c), and (d) were not contained herein.
This  Section  5.03(d) is  intended  to satisfy the  provisions  of  Regulations
Section 1.704-1(b)(2)(ii)(d) and shall be interpreted consistently therewith.

     (e) The tax allocations made in accordance with Sections 5.03(a),  5.03(b),
5.03(c), 5.03(d), and 5.03(f) (collectively, the "Regulatory Allocations") shall
be taken into account in allocating,  for tax purposes,  items of income,  gain,
loss, and deduction among the Partners so that, to the extent possible,  the net
amount,  when taken together,  of such  allocations of income,  gain,  loss, and
deduction and the Regulatory  Allocations made to each Partner shall be equal to
the amount that would have been allocated to each such Partner if the Regulatory
Allocations had not occurred.

     (f) Any Partner  Nonrecourse  Deductions must be specially allocated to the
Partner  who  bears  the  economic  risk of loss  with  respect  to the  Partner
Nonrecourse  Debt,  if any, to which such  Partner  Nonrecourse  Deductions  are
attributable  in accordance  with the  provisions  of Section  1.704-2(i) of the
Regulations.

     5.04. Tax  Allocations;  Code Section  704(c).  In accordance  with Section
704(c) of the Code and the  applicable  Regulations  thereunder,  income,  gain,
loss,  deduction,  and tax depreciation with respect to any property contributed
to the capital of the  Partnership  which has a fair market value different than
its adjusted tax basis at the time of contribution, shall, solely for income tax
purposes,  be  allocated  among  the  Partners,  particularly  the  contributing
Partner,  so as to take into account any variation between the fair market value
and adjusted tax basis of such property to the Partnership.

     5.05. Changes in Percentage  Interests.  If a Partner's Percentage Interest
changes  during any fiscal year,  the  allocations  to be made  pursuant to this
Agreement  shall be made in accordance  with Section 706 of the Code,  using any
convention permitted by Section 706 of the Code and the Regulations  promulgated
thereunder and selected by the General Partner so as to equitably effectuate the
allocations of this Article V.

     5.06. Operating Distributions to Partners.

     (a) Except as provided in Section 8.05 in connection  with the  termination
and liquidation of the  Partnership,  the General Partner shall  distribute cash
funds of the  Partnership  at such times and in such  amounts as Approved by the
Partners,  except that such funds shall be distributed by the General Partner in
accordance  with the  provisions of Section  5.06(b) below.  In determining  the
amount of cash funds to distribute  pursuant to this Section  5.06,  the General
Partner may consider such factors as the need to allocate  funds to any reserves
for Partnership contingencies or any other Partnership purposes that the General
Partner deems necessary or appropriate.

     (b)  Funds  of  the  Partnership  to  be  distributed  hereunder  shall  be
distributed to the Partners in the following order of priority:

     (i) First,  funds shall be distributed to the Partners until the cumulative
distributions to date under this Section 5.06(b)(i) equal the cumulative Capital
Contributions  of the  Partners  pursuant  to  Article  IV,  such  amount  to be
distributed  among the  Partners  in the ratio of their  respective  amounts  of
Unreturned Capital.

     (ii) Second,  funds shall be  distributed  to the Class A Limited  Partners
until the cumulative  distributions to date under this Section 5.06(b)(ii) equal
$710,228.20, such amount to be distributed among the Class A Limited Partners in
accordance with their relative Percentage Interests.

     (iii)  Third,  funds shall be  distributed  to the General  Partner and the
Class B Limited  Partner until the cumulative  distributions  to date under this
Section 5.06(b)(iii) equal $581,095.80,  such amount to be distributed among the
General  Partner  and the Class B  Limited  Partner  in  accordance  with  their
relative Percentage Interests.

     (iv)  Finally,  funds  shall be  distributed  to the  Partners  pro rata in
accordance with their respective Percentage Interests.

                                   ARTICLE VI
                        OWNERSHIP OF PARTNERSHIP PROPERTY

     6.01. All real or personal property,  including all improvements  placed or
located  on the  property,  acquired  by the  Partnership  shall be owned by the
Partnership.  No Partner  shall have any  interest in  specific  property of the
Partnership. Each Partner hereby expressly waives the right to require partition
of any Partnership property or any part thereof.

                                   ARTICLE VII
                                 FISCAL MATTERS

     7.01.  Partnership Fiscal Year and Accounting Method. The Partnership shall
be treated as a partnership for income tax purposes. The Partnership's books and
records and all required  income tax returns  shall be kept or made on the basis
of the calendar  year. The  Partnership  shall use the cash or accrual method of
accounting, as determined by the General Partner.

     7.02. Partnership Accounts. The General Partner shall receive all monies of
the  Partnership  and shall  deposit  them in one or more  separate  Partnership
accounts  at a bank or other  financial  institution.  No other  funds  shall be
deposited in or commingled with these accounts.  The Partnership  shall make all
expenditures with checks drawn or electronic transfers against these Partnership
accounts.  Funds deposited in the  Partnership's  bank accounts may be withdrawn
only to pay  Partnership  debts and obligations or to be distributed to Partners
as provided in this Agreement.

     7.03. Books and Records. The General Partner shall keep just and true books
of account and all other Partnership records,  including all records required to
be kept by law, at the Partnership's  principal place of business. The books and
records  shall be  preserved  for at least  six (6)  years  after the end of the
Partnership term. Upon written request of a Limited Partner, the General Partner
shall promptly provide the following,  at the Partnership's  expense:  a copy of
this  Agreement  as it may be  amended  from time to time;  the  certificate  of
limited  partnership  and all amendments and  restatements of the certificate of
limited partnership; and the Partnership's federal and state income tax returns.
In addition, a Partner may examine and copy, at the Partner's expense, any other
Partnership  records  upon  written  request.  Within five (5)  working  days of
receipt of a request  described in this Section,  the General Partner shall make
Partnership   records   available  to  Partners.   A  Limited   Partner  or  his
representative  may examine  these  records at any time during  normal  business
hours.

     7.04.  Accounting.  Within  forty-five  (45)  days  after the close of each
fiscal  year of the  Partnership,  the  General  Partner  shall  furnish to each
Partner a  balance  sheet for the  Partnership  as of the end of the  accounting
period and a full and detailed  financial  report on the business  operations of
the Partnership  during the entire accounting  period. All of the services to be
performed by the General  Partner and costs incurred in providing  Partners with
accounting and tax information shall be at the expense of the Partnership.

     7.05. Tax Matters.  All items of Partnership income,  expense,  gain, loss,
deduction,  and credit for tax  purposes  shall be allocated as provided in this
Agreement relating to allocations of profits and losses. The tax matters partner
shall be the  General  Partner  or such  other  person as the  Limited  Partners
holding a majority of all  Percentage  Interests  may  designate in writing from
time to time. The tax matters partner shall furnish within  forty-five (45) days
after the close of each fiscal year of the Partnership all information  Partners
need  to  complete  their  Federal  and  State  income  tax  returns,  including
statements  of the net  distributable  income or loss to each  Partner  from the
operation of the Partnership.

     7.06.  Audits.  Any Partner shall have the right to have an audit conducted
of the  Partnership's  books.  The Partner  requesting  the audit shall bear the
expense  of the audit  unless the  Limited  Partners  holding a majority  of all
Percentage Interests authorize payment of audit expenses. The Partner requesting
the audit may select the accounting  firm to conduct the audit.  The Partnership
shall not be required to be audited more than once in any fiscal year.

                                  ARTICLE VIII
                        MANAGEMENT OF PARTNERSHIP AFFAIRS

         8.01. Management of Partnership.

     (a) The right to manage,  control,  and conduct the business and affairs of
the  Partnership  shall be  vested  solely  in the  General  Partner.  Except as
provided in Section  8.01(b),  the Limited  Partners  shall not take part in the
management of the affairs of the  Partnership and under no  circumstances  may a
Limited  Partner  control  the  Partnership  business  or sign  for or bind  the
Partnership.   Without   limiting  the   generality   of  the   foregoing,   and
notwithstanding  anything  to the  contrary  contained  in this  Agreement,  the
General  Partner shall have the exclusive  authority to act for and on behalf of
the  Partnership,  and no third party shall ever be required to inquire into the
authority  of  the  General  Partner  to  take  such  action  on  behalf  of the
Partnership.  Except as expressly limited in this Agreement, the General Partner
shall have the rights, authority, and powers of general partners with respect to
the Partnership  business and the Partnership  Assets as set forth in the Act as
in effect upon the Effective Date of this  Agreement.  The General Partner shall
not be required  to devote its full time and  attention  to the  business of the
Partnership,  but only such time as it deems necessary for the proper conduct of
the Partnership's affairs.

     (b) No act shall be taken,  sum  expended,  or  obligation  incurred by the
General  Partner for or on behalf of the  Partnership  with  respect to a matter
within the scope of any of the following  major  decisions  ("Major  Decisions")
affecting,  directly or indirectly, the Partnership,  or the Partnership Assets,
unless approved as described in subsection 8.01(c):

     (i) Approving the terms of any third party financing for the Partnership or
borrowing any funds or incurring any indebtedness in the name of the Partnership
not in the ordinary course of the Partnership's business;

     (ii) Approving any current  distribution  of Partnership  funds pursuant to
Section 5.06 of this Agreement;

     (iii)  Selling,  exchanging,  or otherwise  disposing of one or more of the
condominium  units in the Project  for a sales price equal to less than  $110.00
per square foot;

     (iv) Negotiating or entering into any contract, agreement, or understanding
(including,  without limitation, any contract,  agreement, or understanding with
any  vendor  or  supplier  of  the   Partnership),   and  otherwise  making  any
expenditure,  incurring  any  debt,  or  taking  any  action,  in  excess of (or
otherwise  not  included  as  part  of)  an  approved  plan  and  budget  of the
Partnership;

     (v) Making an assignment for the benefit of creditors;

     (vi)  Appointing or consenting to the  appointment of a receiver or trustee
for the Partnership;

     (vii) Filing a petition under any bankruptcy or other similar law providing
for reorganization, dissolution, or liquidation; or

     (viii) Any other  item in this  Agreement  requiring  the  Approval  of the
Partners.

     (c) No  Major  Decision  may be made or  effected  by or on  behalf  of the
Partnership  without  the  approval  of the  Partners  holding a majority of all
Percentage Interests in the Partnership. As used in this Agreement, "Approved by
the Partners",  "Approval of the Partners",  and other like terms shall mean the
approval  or  consent  of the  Partners  holding a  majority  of the  Percentage
Interests  in the  Partnership.  Any  Partner  may at any time  propose  a Major
Decision to the other Partners by giving  written notice to the other  Partners.
Within ten (10) days after receipt of such notice,  each Partner shall indicate,
in writing,  to the  requesting  Partner,  his or its approval or disapproval of
such Major Decision;  provided,  that, in the event any Partner does not respond
in such 10-day  period,  such Partner shall be deemed to have  disapproved  such
Major Decision.  If any Partner or Partners holding a majority of the Percentage
Interests  in the  Partnership  approve of,  consent to, or  otherwise  take any
action  contemplated by this Section 8.01(c),  such action shall neither require
any further  polling of any other  Partners,  nor require any further  approval,
consent,  or action of any other  Partners.  In the event Partners  holding less
than a majority of the  Percentage  Interests of the Partners  with respect to a
Major  Decision  have  approved or consented to such Major  Decision  within the
aforementioned  10-day period,  such action shall constitute  disapproval by the
Partners of such Major Decision.

     8.02.  Powers  of  General  Partner.  Subject  to the  limitations  in this
Agreement,  the General  Partner in the name of and on behalf of the Partnership
shall  have  the  authority  to  take  any  action  it  deems  to be  necessary,
appropriate,  or  convenient  relating  to the  management  of the  Partnership,
including, but not limited to, the powers to:

     (a) maintain, manage, improve, and make repairs of Partnership property and
assets, and employ the services of third parties to assist in the same;

     (b) execute  any draft or check  against  the  Partnership's  bank or other
depository account(s) for day-to-day operating expenses of the Partnership;

     (c) supervise the operation of the businesses  and other  activities of the
Partnership;

     (d) employ and direct consultants, attorneys, accountants, or other persons
performing professional services on behalf of the Partnership;

     (e)  borrow up to  $10,000.00  on an  unsecured  basis for any  Partnership
purpose,  provided that the terms of any such  borrowings  shall be commercially
reasonable  and  competitive  with  terms  available  from  third  parties on an
"arms-length" basis; and

     (f) perform any other duties  contemplated  by this  Agreement and make all
other  routine  day-to-day  management  decisions  common to the  operation of a
partnership or business of this type.

     8.03.  Transactions  Between Partners and  Partnership.  A Partner may lend
money to and otherwise  transact  business with the  Partnership on the terms no
worse to the  Partnership  as would be  obtained  from a third party and has the
same rights and  obligations  relating to those matters as a person who is not a
Partner, except as otherwise provided by this Agreement and all applicable laws.

     8.04.  Prohibited  Acts. As long as the  Partnership  is in existence,  and
except with the prior written consent of all of the Partners, no Partner shall:

     (a) Do any act in violation of this Agreement.

     (b) Do any  act  with  the  intention  of  harming  the  operations  of the
Partnership.

     (c) Do any act that would make it impossible or unnecessarily  difficult to
carry on the intended or ordinary business of the Partnership.

     (d)  Receive  an  improper  personal  benefit  from  the  operation  of the
Partnership.

     (e) Use the  assets  of this  Partnership,  direct or  indirectly,  for any
purpose other than carrying on the business of this  Partnership for the benefit
of all Partners.

     (f)  Wrongfully  transfer  or dispose of  Partnership  property,  including
intangible property such as good will.

     (g) Use the name of the Partnership (or an  substantially  similar name) or
any trademark or trade name adopted by the Partnership,  except on behalf of the
Partnership in the ordinary course of the Partnership's business.

     (h) Disclose to any non-Partner any of the Partnership  business  practice,
trade  secrets,  or any other  information  not generally  known to the business
community, except that the Class A Limited Partners may make such disclosures as
may be required or permitted by applicable laws, rules or regulations.

     8.05. Expenses.

     (a)  The  General  Partner  shall  be  entitled  to  reimbursement  for any
reasonable expenses it advances for Partnership business.

     (b)  During  the  term of the  Partnership,  the  Partnership  will pay the
General Partner monthly amounts, with payments to be made on or before the fifth
(5th) day after the end of each such month  commencing with the first full month
following  the  Effective  Date of this  Agreement.  The payments to the General
Partner  provided  for in this Section  8.05(b)  will be made to  reimburse  the
General Partner for certain  overhead  expenses  associated with the Partnership
and shall  constitute  "Guaranteed  Payments" as such term is defined in Section
707(c) of the Code.  The amount of such  Guaranteed  Payments  for a month shall
equal the product of (i) the number of hours, and pro-rata for parts of an hour,
that each employee of the General Partner,  other than T. David Young,  actually
spends on Partnership  business  during that month,  times (ii) twice the hourly
rate of  compensation  of  such  employee  during  that  month.  Notwithstanding
anything to the contrary  contained in this Agreement,  the aggregate  amount of
Guaranteed  Payments to the General  Partner shall not exceed the product of (i)
$4,000, times (ii) the number of condominium units in the Project.

     8.06. Meetings of Partners. The Partners shall hold regular annual meetings
at times and places to be selected  by the General  Partner.  In  addition,  the
Limited  Partners  holding  at least  twenty  percent  (20%)  of all  Percentage
Interests may call a special meeting at any time after giving at least three (3)
days  written  notice  to all  Partners.  Any  Partner  may  waive  notice of or
attendance  at any meeting,  or may attend by telephone or any other  electronic
communication  device,  or may  execute a signed  written  consent.  The  quorum
required to transact business at Partnership meetings is the General Partner and
the  Limited  Partners  holding a  majority  of all  Percentage  Interests.  The
Partners may transact all business  properly  brought before them at meeting.  A
Partner may vote by proxy. The General Partner shall keep regular minutes of all
Partnership meetings. The minutes shall be placed in the Partnership minute book
and kept with the Partnership records.

     8.07. Action Without Meeting.  Any action required or permitted to be taken
at a meeting  of the  Partners  or a class of  Partners  may be taken  without a
meeting if written consent setting forth the act on to be taken is signed by all
Partners entitled to vote. This consent shall have the same force as a unanimous
vote of the Partners or class of Partners. The original signed consents shall be
placed in the Partnership minute book and kept with the Partnership records.

8.08.  Withdrawal of General  Partner.  The General  Partner shall not retire or
withdraw  from the  Partnership  at any time.  Retirement  or  withdrawal by the
General Partner in contravention of this Section 8.08 shall subject such General
Partner to  liability  for all damages  caused any other  Partner  (other than a
Partner who is, at the time of such withdrawal, in default under this Agreement)
by such  retirement  or  withdrawal  and the  consequential  dissolution  of the
Partnership.

     8.9. Removal of General Partner.  The General Partner may be removed at any
time,  with or without good cause,  if all of the Limited  Partners do not agree
that the  General  Partner  should  continue  to act in the  capacity of General
Partner.  If a General  Partner  is  removed,  that  Partner's  interest  in the
Partnership  shall be converted  to a Limited  Partner  interest  subject to the
provisions of this Agreement.

     8.10. Election of New General Partner.

     (a) The Limited Partners holding a majority of all Percentage Interests may
elect a successor General Partner ("Successor  General Partner"),  regardless of
whether any General  Partner is then  remaining and carrying on the  Partnership
business.  If there is no remaining  General Partner,  a majority in interest of
the Limited  Partners shall either vote to dissolve the  Partnership or to elect
at least one Successor General Partner.  The Limited Partners may elect a person
to serve as an interim manager pending election of a Successor  General Partner.
The  elections  provided  in this  Section  8.10  shall be made by a vote of the
Limited  Partners holding a majority of all Percentage  Interests.  In the event
the  required  number  of votes  cannot be  obtained,  the  Partnership  will be
dissolved.

     (b) An interim  manager  appointed  under this  Section  shall have and may
exercise  only the  rights and powers of a General  Partner  needed to  preserve
Partnership assets until a Successor General Partner is appointed or the Limited
Partners select a person to wind up the Partnership business as provided in this
Agreement. The interim manager shall be liable for a breach of duty of a general
partner as provided in this  Agreement,  but the  interim  manager  shall not be
liable as a general partner for Partnership obligations.  The provisions of this
Agreement relating to indemnification shall apply to the interim manager.

                                   ARTICLE IX
                         LIABILITIES AND INDEMNIFICATION

     9.01.  Liability of Partners to Third Parties. The General Partner (if only
one) shall be liable for the debts and obligations of the  Partnership,  and the
General  Partners (if more than one) shall be jointly and  severally  liable for
the debts and  obligations  of the  Partnership.  Limited  Partners shall not be
liable for the debts and  obligations of the  Partnership or for any Partnership
losses beyond the amount of the Limited Partner's total contribution.

     9.02. When Indemnification is Required, Permitted, and Prohibited.

     (a) The Partnership  shall indemnify a Partner,  employee,  or agent of the
Partnership  who was,  is,  or is  threatened  to be made a named  defendant  or
respondent in a proceeding  because the person is or was acting within the scope
of his or her official  capacity to the  Partnership.  However,  the Partnership
shall  indemnify  the  person  only if he acted  in good  faith  and  reasonably
believed that his conduct was in the Partnership's best interests.  In a case of
a  criminal  proceeding,  the  person  may  be  indemnified  only  if he  had no
reasonable  cause  to  believe  that  his  or  her  conduct  was  unlawful.  The
Partnership  shall not indemnify a person who is found liable to the Partnership
or  Partners  or if the person is found  liable on the basis that he  improperly
received  personal  benefit or that he committed  other  willful or  intentional
misconduct.

     (b)  The  termination  of a  proceeding  by  judgment,  order,  settlement,
conviction,  or a plea of nolo  contendere  or its  equivalent  does  not  alone
determine  that the person  did not meet the  requirements  of  Section  9.02(a)
above.  A person shall be  conclusively  considered to have been found liable in
relation to any claim, issue, or matter if a court of competent jurisdiction has
adjudged such person as being liable and all appeals have been exhausted.

     (c) The Partnership shall pay or reimburse  expenses incurred by a Partner,
employee, or agent of the Partnership in connection with the person's appearance
as a witness or other  participation in a proceeding  involving or affecting the
Partnership  when the  person  is not a named  defendant  or  respondent  in the
proceeding.

     (d) In addition to the situations  otherwise described in this Section, the
Partnership may indemnify a Partner,  employee,  agent, or person serving at the
request of the  Partnership  as a  representative  of another  enterprise to the
extent permitted by law. However, the Partnership shall not indemnity any person
in a situation prohibited under Section 9.02(a) above.

     (e) Before the final  disposition of a proceeding,  the Partnership may pay
indemnification  expenses  permitted  under this Agreement and authorized by the
Partnership.  However, the Partnership shall not pay indemnification expenses to
a person before the final  disposition  of a proceeding if the person is a named
defendant or respondent in an proceeding  brought by the  Partnership  or one or
more Partners,  or the person is alleged to have  improperly  received  personal
benefit, or committed other willful or intentional misconduct.

     (f) If the  Partnership  may indemnify a person under this  Agreement,  the
person may be indemnified  against  judgments,  penalties  including  excise and
similar taxes, fines, settlements, and reasonable expenses (including attorney's
fees) actually incurred in connection with the proceedings.

     9.03. Procedures Relating to Indemnification Payments.

     (a) Before the Partnership may pay any indemnification  expenses (including
reasonable  attorneys fees), the Partnership  must  specifically  determine that
indemnification is permissible,  authorize  indemnification,  and determine that
expenses to be reimbursed are reasonable, except as provided in Section 9.03(c).
The  Partnership  may make  these  determinations  and  decisions  by one of the
following procedures:

     (i) Decision of the General  Partner who, at the time of the vote, is not a
named defendant or respondent in the proceeding;

     (ii) Determination by special legal counsel selected by the General Partner
if the General  Partner is not a named defendant or respondent in the proceeding
or is not selected by the Limited  Partners holding a majority of all Percentage
Interests if otherwise;

     (iii) Decision of the Limited Partners holding a majority of all Percentage
Interests,  in a vote  excluding  interests  held by  Affiliates  of the General
Partner  if the  General  Partner  is a named  defendant  or  respondent  in the
proceeding.

     (b) The  Partnership  must  authorize  indemnification  and determine  that
expenses to be reimbursed  are  reasonable in the same manner that it determines
that  indemnification  is  permissible.  If,  however,  the  determination  that
indemnification  is permissible is made by special legal counsel,  authorization
of indemnification  and determination of reasonableness of expenses trust may be
made by the General  Partner  only if the General  Partner is at the time is not
named a defendant or  respondent.  A provision  contained in this  Agreement,  a
resolution of the General Partner,  a resolution of the Limited Partners holding
a majority of all  Percentage  Interests,  or an agreement of the Partners  that
authorizes  indemnification permitted under Section 9.02 of this Agreement shall
constitute sufficient authorization of indemnification.

     (c)  The  Partnership  may  pay or  reimburse,  in  advance  of  the  final
disposition  of the  proceeding,  reasonable  expenses  incurred  by the General
Partner who was, is, or is threatened to be made a named defendant or respondent
in the proceeding  without the  determination  specified in Section 9.03(a),  or
without the authorization  specified in Section 11.06 of the Act. Such action is
permissible after the Partnership  receives a written affirmation by the General
Partner of his good faith  belief that the General  Partner met the  standard of
conduct  necessary  for  indemnification.  The General  Partner  must  provide a
written  undertaking by or on behalf of that partner to repay the amount paid or
reimbursed in case it is ultimately  determined that the General Partner has not
met the standard or that indemnification of the General Partner is prohibited by
Section  11.05  of  the  Act.  The  undertaking  must  be an  unlimited  general
obligation  of the  person,  but it need not be secured  and it may be  accepted
without reference to financial ability to indemnify make repayment.

     (d) The General Partner shall promptly  deliver or mail a written report of
any  indemnification or advance of expenses to the Limited Partners.  The report
shall contain a description of the proceeding,  the dates and procedures used to
make the determinations  and decisions required under this Section,  the amounts
paid to each person  indemnified,  and all other  material  facts related to the
indemnification.  The report  shall be made not later than six (6) months  after
the date that the indemnification occurs.

                                    ARTICLE X
                           BREACH OF DUTY TO PARTNERS

     10.01.  Liability of General  Partner to Other  Partners  and  Partnership.
General   Partner  who  fails  to  perform  an   enforceable   promise  to  make
contributions  or otherwise  violates his or her duty under this Agreement shall
be  liable to the other  Partners  and the  Partnership.  However,  the  General
Partner  shall not be liable  for any  mistake of fact or  judgment  made by the
General  Partner  resulting in any loss to the other Partners or the Partnership
that was not  caused  by a breach  of the  General  Partner's  duty to the other
Partners or the Partnership.

     10.02.  Remedies for Breach.  If the Partnership  determines that a General
Partner  breached his or her duty under this Agreement,  the  Partnership  shall
take appropriate action  commensurate with the seriousness of the breach. If the
Partnership  determines that a General Partner has breached this Agreement,  the
Partnership may take one or more of the following actions:

     (a)  Arrange  for  another  Partner  to lend money to the  General  Partner
sufficient to meet the Partner's obligation.

     (b)  Subordinate  the  General  Partner's  interest  to that  of the  other
Partners.

     (c) Reduce the General Partner's  Percentage  Interest or other interest in
the Partnership.

     (d)  Determine the fair market value of the General  Partner's  interest in
the  Partnership by appraisal or formula and redeem or sell the interest at that
value.

     (e)  Cause  a  forfeiture  of  the  General   Partner's   interest  in  the
Partnership,

     (f) Remove the General Partner as provided in this Agreement,

     (g) Take other appropriate action.

                                   ARTICLE XI
                        TRANSFER OF PARTNERSHIP INTERESTS

     11.01. Assignment of Partnership Interest.

     (a) Subject to the provisions of any applicable laws, a Limited Partner may
not sell, assign,  transfer,  encumber,  or otherwise dispose of his interest in
the  Partnership,  in  whole  or in  part  (referred  to in  this  Agreement  as
"assignment"),  without the written consent of all of the other Partners and the
General  Partner  may not sell,  transfer,  assign,  mortgage,  hypothecate,  or
otherwise encumber or permit or suffer any encumbrance of all or any part of its
interest in the Partnership. A Partner shall not assign his Partnership interest
during a period when the Partnership is selling Partnership interests, and for a
period of nine (9) months alter the last such sale.  A Partner  shall not assign
his  Partnership  interest if the  assignment,  when  considered  with all prior
assignments,  would result in the  termination of the Partnership for income tax
purposes.  The  assignment of a Limited  Partner's  interest in the  Partnership
shall not cause the dissolution of the Partnership.  Notwithstanding anything to
the contrary,  a Class A Limited  Partner may make an assignment of his interest
in  the  Partnership  to a  parent,  subsidiary,  officer,  director,  employee,
employer or other Affiliate of such Class A Limited Partner, without the consent
of any other Partner.

     (b) A Partner who obtains  written consent of all of the other Partners and
transfers  all or part of his  Partnership  interest  shall  notify the  General
Partner  promptly  of the  name  and  address  of the  assignee  and  any  other
information requited by the Internal Revenue Code and Treasury Regulations.

     11.02. Right of First Refusal.

     (a) If a Partner  (hereinafter  referred to in this Agreement as a "Selling
Partner")  receives a bona fide offer for the  purchase  of all or a part of his
interest  in the  Partnership  from a person who is not  already a Partner or an
Affiliate of the Selling  Partner that received the offer,  the Selling  Partner
shall  give all of the other  Partners  (hereinafter  referred  to as the "Other
Partners")  written notice of all of the details of the offer.  The notice shall
include the name of the offeror,  the percentage of interest in the  Partnership
covered by the offer, terms of payment,  whether for cash or credit,  and, if on
credit,  the term and interest rate, as well as any and all other  consideration
being received or paid in connection with such proposed transaction,  as well as
any and all other terms, conditions, and details of the offer.

     (b)  The  Other  Partners,  pro  rata in  proportion  to  their  respective
Percentage  Interests in the  Partnership,  shall have the  exclusive  right and
option to purchase the  Partnership  interest of the Selling Partner at the same
price  and  terms  as the  offer  set out in the  notice  described  in  Section
11.02(a).  The Other  Partners may  exercise his right within  fifteen (15) days
after receipt of the notice by giving written notice to the Selling Partner, and
the sale and purchase shall be closed within thirty (30) days thereafter. If the
Other  Partners  do not elect to  exercise  this  option,  the  Selling  Partner
desiring  to sell the  Partnership  interest  may sell the  interest on the same
terms as  provided  in the notice to the Other  Partners.  Neither  the  General
Partner nor the Partnership  shall be required to determine the tax consequences
to a  Partner  or  an  assignee  of a  Partnership  interest  arising  from  the
assignment of a Partnership  interest.  The Partnership  shall continue with the
same  basis and  capital  amount for the  assignee  as was  attributable  to the
assignor.

     (c) Notwithstanding the foregoing subsections of this Section 11.02, if the
Selling  Partner is Craig T.  Scott,  one of the Class A Limited  Partners,  the
right and option to purchase his Partnership Interest shall first be exercisable
solely by the other Class A Limited  Partner,  FFP Properties,  L.P. Only if FFP
Properties,  L.P.  declines to exercise  this right to purchase  shall the other
provisions of this Section 11.02 operate.

     11.03. Withdrawal of a Limited Partner. The death, disability,  withdrawal,
termination (in the case of a Limited Partner that is a partnership or a trust),
dissolution  (in the case of a Limited  Partner that is a corporation or limited
liability  company),  retirement,  or  adjudication  as a bankrupt  of a Limited
Partner (the "Withdrawing  Limited Partner") shall not dissolve the Partnership,
but, the rights of such Withdrawing  Limited Partner to share in the profits and
losses of the  Partnership  and to receive  distributions  of Partnership  funds
shall,  upon the  happening of such an event,  pass to the  Withdrawing  Limited
Partner's estate, legal  representative,  or successors in interest, as the case
may be,  subject to this  Agreement,  and the  Partnership  shall  continue as a
limited partnership.

     11.04.  Withdrawal of Limited  Partner.  A Limited Partner may not withdraw
from the Partnership prior to the dissolution and winding up of the Partnership.

     11.05.  Expulsion  of  Limited  Partner.  The  Partnership  may not expel a
Limited  Partner  if the  Limited  Partner  has  not  breached  his  duty to the
Partnership.

                                   ARTICLE XII
                  DISSOLUTION AND WINDING UP OF THE PARTNERSHIP

     12.01. Dissolution of Partnership.  The Partnership shall be dissolved upon
the occurrence of any of the following:

     (a) The withdrawal, as defined in the Act, of a General Partner, unless:

     (i) the remaining General Partner,  if any, elects in writing within ninety
(90) days after such event to continue  the business of the  Partnership  as the
General Partner, or

     (ii) if there is no remaining General Partner, then within ninety (90) days
after such event,  all of the Limited Partners agree to continue the business of
the Partnership and appoint in writing a successor  General  Partner,  as of the
date of the  withdrawal  of the  General  Partner,  and such  successor  General
Partner agrees in writing to accept such appointment, or

     (iii) the withdrawal of the General Partner results from its removal by the
Limited Partners as provided in Section 8.10 and a Successor  General Partner is
elected by the Limited Partners as provided in Section 8.11;

     (b)  The  sale  or  other  disposition,   not  including  an  exchange,  of
substantially all of the assets of the Partnership  (except under  circumstances
where all or a portion of the purchase price is payable after the closing of the
sale or other disposition);

     (c) December 31, 2006, unless extended by the consent of all Partners; or

     (d) Subject to any  obligations  of the  Partnership,  when approved by the
Limited  Partners  of each class of Limited  Partners  holding a majority of the
Percentage Interests held by Limited Partners of such class.

Except as expressly  provided above,  nothing contained in this Section 12.01 is
intended to grant to any Partner the right to dissolve the  Partnership  at will
(by  retirement,  resignation,  withdrawal,  or  otherwise)  or to exonerate any
Partner from liability to the Partnership and the remaining Partners if he or it
dissolves the Partnership at will.

     12.02.  Continuation  of  Partnership.  If the  Partnership is continued as
provided in Section  12.01(a)(i),  (ii), or (iii) above, then, as of the date of
withdrawal,  the General  Partner with  respect to which an event of  withdrawal
under Section 12.01 has occurred (or his or its estate or successor in interest)
(the  "Withdrawing  General Partner") shall have none of the powers of a General
Partner under this  Agreement or  applicable  law and shall have only the rights
and powers of an assignee  of a Partner  hereunder  to share in any  Partnership
profits, losses, gains, and distributions in accordance with his or its interest
in the  Partnership  and  shall  have no other  rights  or  powers  of a Partner
hereunder.

     12.03. Termination and Liquidation of the Partnership.

     (a) Upon  dissolution  of the  Partnership  unless  continued  pursuant  to
Section  12.01,  the  Partnership  shall be  terminated  as rapidly as  business
circumstances will permit. At the direction of the General Partner,  or a person
unanimously  approved  by  the  Limited  Partners  if  the  dissolution  of  the
Partnership  is caused by the  withdrawal  of the General  Partner  (the General
Partner  or the  other  Person,  as the case may be,  being  herein  called  the
"Terminating  Partner"),  a full accounting of the assets and liabilities of the
Partnership  shall be taken and a  statement  of the  Partnership  Assets  and a
statement of each Partner's  Capital  Account shall be furnished to all Partners
as soon as is reasonably  practicable.  The Terminating  Partner shall take such
action as is necessary so that the  Partnership's  business shall be terminated,
its liabilities discharged, and its assets distributed as hereinafter described.
The Terminating Partner may sell all of the Partnership Assets or distribute the
Partnership  Assets in kind;  provided,  however,  that the Terminating  Partner
shall ascertain the fair market value of the Partnership  assets by appraisal or
other  reasonable  means of all  Partnership  assets  remaining  unsold and each
Partner's  Capital Account shall be charged or credited,  as the case may be, as
if such  Partnership  assets  had  been  sold at the  fair  market  value of the
Partnership  assets and the  income,  gains,  losses,  deductions,  and  credits
realized  thereby had been allocated to the Partners in accordance  with Article
IV  hereof.  A  reasonable  period  of time  shall be  allowed  for the  orderly
termination  of the  Partnership  to minimize the normal losses of a liquidation
process.

     (b) After the payment of all expenses of  liquidation  and of all debts and
liabilities  of the  Partnership  in such order or  priority  as provided by law
(including any debts or liabilities to Partners, who shall be treated as secured
or unsecured creditors,  as may be the case, to the extent permitted by law, for
sums  loaned  to  the  Partnership,   if  any,  as  distinguished  from  capital
contributions)  and after  all  resulting  items of  Partnership  income,  gain,
credit,  loss, or deduction  are credited or debited to the Capital  Accounts of
the  Partners  in  accordance  with  Articles  IV and V  hereof,  all  remaining
Partnership  assets shall then be  distributed  among the Partners in accordance
with their respective  positive Capital Account balances.  Upon  termination,  a
Partner may not demand and  receive  cash in return for such  Partner's  capital
contributions  and no Partner  shall have any  obligation to restore any deficit
that  may  then  exist  in  that  Partner's  Capital  Account.  Distribution  on
termination  may be made by the  distribution  to each  Partner of an  undivided
interest  in any  Partnership  Asset  that  has not  been  sold  at the  time of
termination of the Partnership.

     12.04.  Judicial Supervision of Winding Up. Nothing in this Agreement shall
limit the right of a Partner to require and to have a court  supervised  winding
up, liquidation, and dissolution of the Partnership.

     12.05.  Waiver of  Partition.  Regardless  of any  provision  of law to the
contrary,  each  Partner  hereby  waives  any  right to  require  or  cause  any
Partnership  property  to be  partitioned  or  distributed  in kind,  except  as
provided in this Agreement.  If any person brings an action in violation of this
Section,  the  General  Partner or Partners  shall  request the court to stay or
dismiss the action.

                                  ARTICLE XIII
                            MISCELLANEOUS PROVISIONS

     13.01. Amendment. This Agreement shall not be amended or modified except in
a written instrument executed by all of the Limited Partners

     13.02.  Notices.  Except as may be otherwise  specifically provided in this
Agreement,  all notices  required or  permitted  in this  Agreement  shall be in
writing and shall be effective  upon the earlier of actual  receipt or three (3)
calendar  days  after  deposit  in the  United  States  mai1,  postage  prepaid,
registered or certified mail, return receipt  requested,  properly  addressed to
the intended recipient at the address shown in the Partnership  records.  Notice
given in any other manner shall be  effective  only if and when  received by the
addressee.  A Partner  may change his  address by giving  notice to the  General
Partner as provided in this Section.

     13.03.  Texas Law to Apply. This Agreement shall be construed in accordance
with the laws of the State of Texas.

     13.04. Other Instruments.  The Partners shall execute any other instruments
that are or may become  necessary,  appropriate,  or convenient to carry out the
business of the Partnership. A Partner may execute any instrument related to the
Partnership by means of a power of attorney if an original  executed copy of the
power of  attorney  is  provided  to the  General  Partner  to be kept  with the
Partnership records.

     13.05.  Headings.  The  headings  used  in  this  Agreement  are  used  for
convenience  and  shall  not be  considered  in  construing  the  terms  of this
Agreement.

     13.06. Parties Bound. This Agreement shall be binding upon and inure to the
benefit of the parties who  Agreement  and their  respective  heirs,  executors,
administrators,  legal successors,  and assigns except as otherwise  provided in
this Agreement. The death, disability, or other change in circumstances relating
to a Partner shall not affect the rights of the Partner or the  Partner's  legal
representative or successor.

     13.07.  Prior  Agreements  Superseded.  This Agreement  contains the entire
agreement  between the Partners and  supersedes  any prior the subject matter of
understandings or written or oral agreements between the parties relating to the
subject matter of this  Agreement,  except as may be otherwise  provided in this
Agreement.

     13.08.  Legal  Construction.  If any of the provisions in this Agreement is
held to be invalid,  illegal,  or  unenforceable  in any respect for any reason,
such invalidity,  illegality,  or unenforceability  shall be construed as if the
invalid,  illegal,  or  unenforceable  provision  had not been  included  in the
Agreement.

     13.09. Attorney's Fees. If there is any action, suit, arbitration, or other
proceeding  between  Partners  relating  to  the  Partnership,  or  between  the
Partnership and one or more Partners relating to the Partnership  business,  the
prevailing  party  shall be entitled to recover  reasonable  attorneys  fees and
costs in addition to any other relief ordered.

     13.10.  Counterparts.  This  Partnership  Agreement  may be executed in any
number of counterparts  and each  counterpart  shall be deemed to be an original
for all purposes.

     13.11. Gender.  Wherever the context requires,  all words in this Agreement
in the male gender shall be deemed to include the female or neuter  gender,  all
singular words shall include the plural.  and all plural words shall include the
singular.


     IN WITNESS  WHEREOF,  the Partners have  executed this Limited  Partnership
Agreement of Brookside Villas, Ltd., as of the date first above written.


                                  GENERAL PARTNER:

                                  ADMIRAL CONSTRUCTION, INC.


                                  By:    /s/ T. David Young
                                     --------------------------------------
                                  T. David Young, President


                                  LIMITED PARTNERS:

                                  Class A Limited Partners:

                                  FFP Properties, L.P.
                                  By: FFP Partners, L.P., its general partner
                                  By: FFP Real Estate Trust, its general partner

                                  By: /s/ John H. Harvison
                                     --------------------------------------
                                   John H. Harvison, Chief Executive Officer


                                       /s/ Craig T. Scott
                                 ------------------------------------------
                                 Craig T. Scott


                                 Class B Limited Partner:

                                      /s/ T. David Young
                                 ------------------------------------------
                                 T. David Young


<PAGE>

                                   EXHIBIT "A"


LEGAL DESCRIPTION OF PROPERTY


Units 1 through 14, inclusive, and Units 24 through 44, inclusive, together with
the undivided interest in and to the Common Elements appurtenant thereto, of THE
ST. ELMO VILLAS  CONDOMINIUM,  a condominium  project in Travis  County,  Texas,
according to the  Declaration of Condominium and the attached plats and exhibits
of record in Document No.  2001023486,  of the Official Public Records of Travis
County, Texas.




<PAGE>


                                   EXHIBIT "B"



                                                        Initial Cash  Percentage
Name and Type of Partner            Address             Contribution   Interest
---------------------------  -----------------------    ------------  ----------

   General Partner
   ---------------

Admiral Construction, Inc.   2499-A South Capital of      $10.00           1%
                             Texas Highway
                             Austin, Texas 78746

   Limited Partners
   ----------------

Class A Limited Partners
------------------------

   FFP Properties, L.P.      2801 Glenda Avenue          $500.00          50%
                             Fort Worth, Texas 76117

   Craig T. Scott            2801 Glenda Avenue           $50.00           5%
                             Fort Worth, Texas 76117

Class B Limited Partner
-----------------------

   T. David Young            10336 W. Darleen Drive      $440.00           44%
                             Leander, Texas 78641



<PAGE>


                                  Exhibit 21.1

                          SUBSIDIARY OF THE REGISTRANT


                              State of                            Percentage
Legal Name of Subsidiary    Organization      Type of Entity         Owned
------------------------    -------------     --------------     ------------

FFP Properties, L.P.           Texas         Limited partnership      60%






<PAGE>


                                  Exhibit 23.1

               CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS


     We  have  issued  our  report  dated  March  22,  2002,   accompanying  the
consolidated financial statements included in the annual report of FFP Partners,
L.P. on Form 10-K for the years  ended  December  31,  2001 and 2000.  We hereby
consent to the  incorporation  by reference  of said report in the  registration
statement of FFP Partners, L.P. on Form S-8 (File No. 33-73170).


                                     Grant Thornton LLP


Dallas, Texas
April 5, 2002