SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549




                                    FORM 10-Q




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

                For the quarterly period ended March 30, 1997, 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)




     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







                             Class A Units 3,529,205
                              Class B Units 175,000
                (Number of units outstanding as of May 12, 1997)


                                                      

                                                                               

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

                                                       March 30,    December 29,
                                                         1997           1996
                        ASSETS
Current Assets -
    Cash                                                  $8,453         $8,244
    Trade receivables                                     10,238         10,303
    Notes receivable                                         774            778
    Receivable from affiliated company                       409            420
    Inventories                                           12,032         12,489
    Prepaid expenses and other                               690            625
        Total Current Assets                              32,596         32,859

Property and equipment, net of accumulated
        depreciation                                      40,671         38,024
Noncurrent notes receivable, excluding current portion     2,056          2,069
Claims for reimbursement of environmental
        remediation costs                                  1,126          1,038
Other assets, net                                          4,170          4,609
        Total Assets                                     $80,619        $78,599


           LIABILITIES AND PARTNERS' EQUITY
Current Liabilities -
    Amount due under revolving credit line                $5,493         $6,823
    Current installments of long-term debt                 1,613          1,587
    Current installments of obligation under capital         868          1,122
      lease
    Accounts payable                                      15,557         14,150
    Money orders payable                                  10,083          7,809
    Accrued expenses                                       9,439          8,778
        Total Current Liabilities                         43,053         40,269

Long-term debt, excluding current installments             7,465          7,765
Obligation under capital lease, excluding
     current installments                                  2,333          1,653
Deferred income taxes                                      3,916          3,781
Other liabilities                                            976            993
        Total Liabilities                                 57,743         54,461

Partners' Equity, net of treasury units of $269 at
    March 30, 1997, and December 29, 1996                 22,876         24,138
        Total Liabilities and Partners' Equity           $80,619        $78,599

      See accompanying notes to condensed consolidated financial statements.



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



                                                           Three Months Ended
                                                        March 30,     March 31, 
                                                           1997          1996
Revenues -
    Motor fuel                                           $77,117        $77,456
    Merchandise                                           13,808         14,736
    Miscellaneous                                          1,757          2,199
        Total Revenues                                    92,682         94,391


Costs and Expenses -
    Cost of motor fuel                                    72,650         72,879
    Cost of merchandise                                   10,053         10,523
    Direct store expenses                                  6,950          7,094
    General and administrative expenses                    2,745          2,724
    Depreciation and amortization                          1,121            886
        Total Costs and Expenses                          93,519         94,106


Operating Income/(Loss)                                     (837)           285
    Interest expense                                         291            320

Income/(Loss) Before Income Taxes                         (1,128)           (35)

    Deferred income tax expense                              134            134

Net Income/(Loss)                                        $(1,262)         $(169)

Income/(Loss) allocated to -
    Limited partners                                     $(1,249)         $(167)
    General partner                                          (13)            (2)

Net income/(loss) per Class A and Class B Unit            $(0.34)        $(0.05)

Distributions declared per Class A and Class B Unit       $0.000         $0.205

Weighted average number of Class A and Class B
    Units outstanding                                      3,704          3,671




     See accompanying notes to condensed consolidated financial statements.




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


                                                          Three Months Ended
                                                        March 30,     March 31, 
                                                          1997           1996
Cash Flows from Operating Activities -
    Net income/(loss)                                    $(1,262)         $(169)
    Adjustments to reconcile net income to cash
        provided/(used) by operating activities -
           Depreciation and amortization                   1,121            886
           Deferred income tax expense                       134            134
           Net change in operating assets and              5,030         (1,201)
             liabilities
    Net cash provided/(used) by operating activities       5,023           (350)


Cash Flows from Investing Activities -
    Additions of property and equipment, net              (3,636)          (664)
    Net cash (used) by investing activities               (3,636)          (664)


Cash Flows from Financing Activities -
    Net borrowings/(repayments) under
        credit facilities                                (1,178)          1,806
    Proceeds from exercise of unit options                    0              33
    Distributions to unitholders                              0            (761)
    Net cash provided/(used) by financing activities     (1,178)          1,078


Net Increase/(Decrease) in Cash                              209             64

Cash at beginning of period                                8,244          8,106


Cash at end of period                                     $8,453         $8,170



     See accompanying notes to condensed consolidated financial statements.



                      FFP PARTNERS, L.P., AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                 MARCH 30, 1997
                                   (Unaudited)


1.  Basis of Presentation

     The  condensed   consolidated  financial  statements  include  the  assets,
liabilities,  and results of operations of FFP Partners, L.P., and its 99%-owned
subsidiaries,  FFP  Operating  Partners,  L.P.,  Direct  Fuels,  L.P.,  and  FFP
Financial  Services,  L.P.,  and its  100%-owned  subsidiaries,  Practical  Tank
Management, Inc., FFP Transportation, L.L.C., and FFP Money Order Company, Inc.,
collectively referred to as the "Company."

     The  consolidated  balance sheet as of March 30, 1997, and the consolidated
income  statements and condensed  consolidated  statements of cash flows for the
three month periods ended March 30, 1997, and March 31, 1996, have been prepared
by the Company  without audit.  In the opinion of management,  all  adjustments,
consisting only of normal recurring adjustments, necessary to fairly present the
Company's financial position as of March 30, 1997, and the results of operations
and cash flows for the three month periods  ended March 30, 1997,  and March 31,
1996, have been made.  Interim operating results are not necessarily  indicative
of results for the entire year.

     The notes to the  consolidated  financial  statements which are included in
the Company's  Annual Report on Form 10-K for the year ended  December 29, 1996,
include  accounting  policies  and  additional   information   pertinent  to  an
understanding of these interim  financial  statements.  That information has not
changed other than as a result of normal  transactions in the three months ended
March 30, 1997.


2.  Income per Unit

     The Class A and Class B Units  represent  a 99%  interest  in the  Company.
Accordingly, income or loss per unit is calculated by dividing 99% of the income
or loss amount by the weighted average number of units outstanding.




                      FFP PARTNERS, L.P., AND SUBSIDIARIES
                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS


Results of Operations for First Quarter 1997 (three months ended March 30, 1997)
    compared with First Quarter 1996 (three months ended March 31, 1996)

     The $339,000  (0.4%)  decline in the Company's  motor fuel revenues for the
first  quarter  resulted  from a 1.3% decline in retail fuel volume (in gallons)
and a 27.5%  decline in wholesale  fuel volumes.  The retail volume  decline was
accompanied by a modest increase to 8.1 cents per gallon (from 7.9 cents) in the
retail fuel margin.  Although the Company's  retail fuel margin increased in the
1997  quarter,  it was still  below the 9.9 cents per  gallon  the  Company  has
averaged  over the last five fiscal years.  The decline in wholesale  fuel sales
was due to the  absence  in 1997 of a large  volume of lower  margin  sales to a
customer that  purchases  from the Company from time to time.  The net effect of
the per gallon margin  increases was offset by the significant  wholesale volume
decline such that the gross profit on motor fuel declined by $110,000 (2.4%) for
the quarter.

     The decline in  merchandise  sales of  $928,000  (6.3%)  resulted  from the
operation of an average of 9.5 (7.0%) fewer  convenience  stores and truck stops
during the 1997  quarter as  compared to the 1996  period.  The decline in store
count  resulted  from  the  sale  of  the  merchandise   operations  of  certain
convenience  stores  throughout  1996.  Such sales are the  continuation  of the
Company's program to sell the merchandise  operations at stores that it believes
will  contribute  more to the  profitability  of the  Company  when  operated by
independent operators.  The loss of sales due to the fewer number of outlets was
offset to some  extent by  increases  in  average  weekly  merchandise  sales at
convenience  stores  and truck  stops of 2.3% and 3.9%,  respectively.  Although
average weekly sales  increased,  the Company's  merchandise  margin declined to
27.2%  from  28.6%.  This  decrease  resulted  from  competitive  pressures  and
increased  merchandise shrink. In order to reverse this decline,  management has
taken steps to reposition its pricing strategy, particularly in coffee, fountain
drinks, and cigarettes. The Company has also begun using limited audits by field
supervisory personnel, in addition to its routine monthly inventory counts by an
outside service,  to increase the  accountability of store personnel for control
over shrink.

     Miscellaneous  revenues  declined  $442,000  (20.1%)  primarily  due to the
recognition  of  less  gains  on the  sales  of the  merchandise  operations  of
convenience  stores during the 1997 quarter.  In 1997, the Company completed one
such sale as compared to six sales in the first quarter 1996.

     The  decrease of  $144,000  (2.0%) in direct  store  expenses is due to the
fewer number of convenience  stores and truck stops operated during the quarter,
as discussed above, offset by increases in operating expenses, principally labor
and related costs,  commissions  paid to independent  operators of the Company's
self-service fuel outlets, and repair and maintenance.

     General and  administrative  expenses increased $21,000 (0.8%) in the first
quarter 1997 vs the 1996, as a result of modest  increases in some categories of
expenses offset by decreases in others.

     Depreciation  and  amortization  increased  $235,000 (26.5%) in the current
quarter due to the increases in property and  equipment  that have occurred over
the  last  couple  of  years,   principally   associated   with  complying  with
Environmental  Protection  Agency standards for underground  storage tanks which
are to be effective in December 1998. Depreciation expense will continue to grow
as  upgrades of  additional  underground  storage  tanks are  completed  and the
Company's  fuel  terminal  begins  operating in the second  quarter 1997 and the
investment associated with it begins to be depreciated.

     The 9.1%  reduction  in interest  expense  resulted  from lower debt levels
during the 1997 quarter and to a reduction in the interest rate on the Company's
floating rate debt.  In early 1996 the Company's  bank debt bore interest at its
primary  lender's  prime rate.  In late 1997,  the Company  modified  its credit
agreement to provide, among other things, for interest on its term debt at LIBOR
plus 1.75%, which is generally a lower rate than prime.


Liquidity and Capital Resources

     The  Company's  working  capital  declined by  $3,047,000 at the end of the
first  quarter  from  the  amount  at  the  prior  year  end.  This  decline  is
attributable  to the net loss  incurred  by the  Company  during the quarter and
purchases of property and equipment during the period.

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


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. Among the factors that could cause
actual results to differ  materially from the statements made are the following:
general  business  conditions  in the  local  markets  served  by the  Company's
convenience  stores,  truck stops,  and other retail outlets,  and its wholesale
fuel  markets;  the  weather  in  the  local  markets  served  by  the  Company;
competitive  factors such as changes in the locations,  merchandise  offered, or
other  aspects of  competitors'  operations;  increases  in the cost of fuel and
merchandise  sold or  reductions  in the gross profit  realized from such sales;
expense  pressures  relating to operating  costs,  including  labor,  repair and
maintenance,   and  supplies;  and,  unanticipated  general  and  administrative
expenses, including costs of expansion or financing.



                        EXHIBITS AND REPORTS ON FORM 8-K

Exhibits

               27                   Financial Data Schedule.




                                   SIGNATURES

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

                                        FFP PARTNERS, L.P.
                                        Registrant

Date:  May 16, 1997                     By:   /s/John H. Harvison
                                              ---------------------------------
                                              John H. Harvison
                                              Chairman and
                                              Chief Executive Officer

Date:  May 16, 1997                     By:   /s/Steven B. Hawkins
                                              ---------------------------------
                                              Steven B. Hawkins
                                              Vice President - Finance and
                                              Chief Financial Officer