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 June 29, 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 August 13, 1997)

<PAGE>

                                            


                      FFP PARTNERS, L.P., AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS
                                 (In thousands)
                                   (Unaudited)
                                                       June 29,     December 29,
                                                         1997          1996
                        ASSETS
Current Assets -
    Cash                                                $8,907         $8,244
    Trade receivables                                   11,644         10,303
    Notes receivable                                       775            778
    Receivable from affiliated company                     398            420
    Inventories                                         13,046         12,489
    Prepaid expenses and other                             871            625
        Total Current Assets                            35,641         32,859

Property and equipment, net of accumulated
    depreciation                                        41,587         38,024
Noncurrent notes receivable, excluding current portion   1,893          2,069
Claims for reimbursement of environmental
    remediation costs                                    1,041          1,038
Other assets, net                                        4,052          4,609
        Total Assets                                   $84,214        $78,599



           LIABILITIES AND PARTNERS' EQUITY
Current Liabilities -
    Amount due under revolving credit line              $7,263         $6,823
    Current installments of long-term debt               1,564          1,587
    Current installments of obligation under capital       
        lease                                              823          1,122
    Accounts payable                                    14,773         14,150
    Money orders payable                                11,070          7,809
    Accrued expenses                                     9,498          8,778
        Total Current Liabilities                       44,991         40,269

Long-term debt, excluding current installments           7,087          7,765
Obligation under capital lease, excluding
    current installments                                 2,166          1,653
Deferred income taxes                                    4,050          3,781
Other liabilities                                        2,704            993
        Total Liabilities                               60,998         54,461

Partners' Equity, net of treasury units of $269 at
    June 29, 1997, and December 29, 1996                23,216         24,138
        Total Liabilities and Partners' Equity         $84,214        $78,599

     See accompanying notes to condensed consolidated financial statements.

<PAGE>


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


                                        Three Months Ended    Six Months Ended
                                         June 29,  June 30,  June 29,  June 30,
                                          1997      1996      1997      1996
Revenues -
    Motor fuel                           $82,408   $86,801  $159,525   $164,257
    Merchandise                           15,423    15,881    29,231     30,617
    Miscellaneous                          1,633     2,410     3,390      4,609
        Total Revenues                    99,464   105,092   192,146    199,483

Costs and Expenses -
    Cost of motor fuel                    76,864    80,490   149,514    153,369
    Cost of merchandis                    10,649    11,129    20,702     21,652
    Direct store expenses                  6,781     6,702    13,731     13,796
    General and administrative expenses    2,945     3,366     5,690      6,090
    Depreciation and amortization          1,393       909     2,514      1,795
        Total Costs and Expenses          98,632   102,596   192,151    196,702


Operating Income/(Loss)                      832     2,496        (5)     2,781
    Interest expense                         357       332       648        652

Income/(Loss) Before Income Taxes            475     2,164      (653)     2,129

    Deferred income tax expense              135       134       269        268


Net Income/(Loss)                           $340    $2,030     $(922)    $1,861


Income/(Loss) allocated to -
    Limited partners                        $337    $2,010     $(913)    $1,842
    General partner                            3        20        (9)        19

Net Income/(Loss) per Class A and 
    Class B Unit                           $0.09     $0.55    $(0.25)     $0.50

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

Weighted average number of Class A and
    Class B Units outstanding              3,704     3,678     3,704      3,674



     See accompanying notes to condensed consolidated financial statements.


<PAGE>


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


                                                             Six Months Ended
                                                           June 29,    June 30,
                                                             1997        1996
Cash Flows from Operating Activities -
    Net income/(loss)                                        $(922)    $1,861
    Adjustments to reconcile net income to cash
        provided/(used) by operating activities -
            Depreciation and amortization                    2,514      1,795
            Deferred income tax expense                        269        268
            Net change in operating assets and liabilities   4,671     (3,072)
    Net cash provided/(used) by operating activities         6,532        852


Cash Flows from Investing Activities -
    Additions of property and equipment, net                (5,822)    (2,468)
    Net cash (used) by investing activities                 (5,822)    (2,468)


Cash Flows from Financing Activities -
    Net borrowings/(repayments) under
        credit facilities                                      (47)        999
    Proceeds from exercise of unit options                       0          33
    Distributions to unitholders                                 0        (761)
    Net cash provided/(used) by financing activities           (47)        271



Net Increase/(Decrease) in Cash                                663     (1,345)

Cash at beginning of period                                  8,244      8,106


Cash at end of period                                       $8,907     $6,761



     See accompanying notes to condensed consolidated financial statements.


<PAGE>


                      FFP PARTNERS, L.P., AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                                  JUNE 29, 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 Money Order Company, Inc., and FFP Transportation, L.L.C.,
collectively referred to as the "Company."

     The  consolidated  balance sheet as of June 29, 1997, and the  consolidated
income  statements and condensed  consolidated  statements of cash flows for the
three month and six month periods ended June 29, 1997,  and June 30, 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 June 29, 1997,  and the
results of its  operations  and cash  flows for the three and six month  periods
presented  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 six months ended
June 29, 1997.


2.  Income per Unit

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


3.  Reclassifications.

     Certain amounts previously  reported in the 1996 financial  statements have
been reclassified to conform to the 1997 presentation.


<PAGE>


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


Results of Operations for Second Quarter 1997 compared with Second Quarter 1996

     The  $5,628,000  (5.4%)  decline  in the  Company's  revenues  for the 1997
quarter as compared to the 1996 period  resulted  primarily from the lower level
of retail fuel prices during the current  year.  Although fuel prices were lower
in the 1997  period,  the  Company's  fuel  volumes,  measured in gallons,  grew
slightly,  with retail gallons  increasing  1.6% and wholesale  volumes being up
0.7%.  The gross  profit on motor fuel sales  declined  $767,000  (12.2%) in the
second quarter 1997 as compared to the 1996 quarter due to continued weak retail
fuel margins, a situation which has affected the fuel retailing industry for the
past year.  The  Company's  retail  fuel  margin was 9.5 cents per gallon in the
second quarter 1997 vs 11.2 cents in the 1996 period.  Wholesale fuel margin per
gallon was up in the current year period to 2.6 cents per gallon from 1.8 cents.

     There was also a decline in merchandise  sales ($458,000 or 2.9%) which was
related to the lesser number of stores  operated  during the second quarter 1997
as compared to the 1996 period.  Due to the sales of the merchandise  operations
of certain  convenience  stores in 1996 and the first half of 1997,  the Company
operated an average of 8.3 fewer  convenience  stores and truck stops during the
1997 quarter.  However,  the average weekly  merchandise  sales per store at the
Company's  outlets increased 2.8% over the second quarter 1996. The gross margin
on  merchandise  sales also  increased in 1997,  to 31.0% from 29.9% in the 1996
quarter.  Because of the  increased  average  weekly sales and  increased  gross
margin,  the Company  realized  $22,000  (0.5%) more gross profit on merchandise
sales in 1997 than in 1996 despite the operation of fewer stores.

     Also  contributing  to  the  lower  total  revenues,  was  the  decline  in
miscellaneous revenues of $777,000 (32.3%) due to fewer sales of the merchandise
operations  of  convenience  stores.  The  Company had one such sale in the 1997
quarter while there were nine in 1996.

     Although the Company  operated  fewer stores,  on average,  during the 1997
quarter,  direct store expenses  (those  expenses,  such as payroll,  utilities,
repair and  maintenance,  that are directly  attributable to the operation of an
outlet)  increased $79,000 (1.2%) due to increases in salaries and related costs
at its remaining convenience stores and truck stops related to the renovation of
certain  locations  and other costs  associated  with the branding of additional
locations.

     General and administrative  expenses declined in the second quarter 1997 as
compared to 1996  primarily due to declines in legal and  professional  fees and
bad debts partially offset by increases in salaries and related personnel costs.

     The $484,000 (53.2%)  increase in depreciation and amortization  expense in
the 1997  quarter  vs the 1996  period is due to the  significant  additions  to
property and equipment made by the Company during the year of 1996 and the first
half of 1997.  A  substantial  amount of these  expenditures  are related to the
upgrading of the Company's  retail fuel  equipment to comply with  environmental
requirements as of the end of 1998 and another significant portion is related to
the purchase and  renovation of the Company's fuel  terminal.  The  expenditures
related  to the  fuel  terminal  had  little  impact  on the  current  quarter's
depreciation  expense  because the facility  commenced  operations in June 1997;
however,  the impact of the additional  expense associated with the depreciation
of the fuel terminal facility will increase in upcoming periods.

     The  Company's  net income for the second  quarter  1997 was  significantly
below its earnings for the 1996 quarter due principally to the lower retail fuel
margin,  less gain recognized on the sale of the  merchandise  operations of its
convenience  stores due to fewer such sales, and the increased  depreciation and
amortization expense.


Results of Operations for First Half 1997 compared with First Half 1996

     The principal  factors which  affected the  Company's  second  quarter 1997
performance  were present in the first quarter 1997, as well,  and  consequently
impacted  its  earnings  for the  first  half of 1997 in a similar  manner.  The
reduced fuel sales for the six month period are  attributable  to the decline in
retail fuel  prices  although  they were also  affected by a decline of 13.6% in
wholesale fuel sales (in gallons) in the first quarter of 1997.  This 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 infrequently.

     As in the second quarter,  the average weekly  merchandise  sales per store
for the first six  months of 1997 at the  Company  convenience  stores and truck
stops increased by 2.8% over the corresponding 1996 period.  However, due to the
sales of the  merchandise  operations at various  convenience  stores  mentioned
above, the Company's total merchandise  sales declined  $1,386,000 (4.5%) in the
first six months of 1997 as compared to the first half of 1996. The  merchandise
gross profit decline of $436,000  (4.9%) during the period was comparable to the
sales  decline.  The  significant  improvement in the  merchandise  gross margin
percentage  in the second  quarter  was  offset by the weak  margin in the first
quarter 1997 such that the Company  realized a 29.2% gross profit  margin in the
first half of 1997 vs 29.3% in the first six months of 1996.

     The $1,262,000 (26.4%) decline in miscellaneous revenues in the 1997 period
from 1996 is attributable to the lesser amount of gains  recognized on the sales
of merchandise operations of convenience stores during the period.

     The  decline in direct  store  expenses  of $65,000  (0.5%)  relates to the
expense  reductions  associated  with  operating  an average of 8.6 (7.0%) fewer
convenience  stores  in the first  half of 1997 as  compared  to 1996  offset by
increases in wages and other costs at the Company's  other  convenience  stores,
truck stops, and fuel outlets.

     The $400,000 (6.6%) decrease in general and administrative costs during the
first six months of 1997  resulted  from the  decline in legal and  professional
expenses and bad debts,  experienced  the  principally  in second  quarter 1997,
along with  reduced  advertising  and  promotion  costs,  offset by increases in
salaries and related costs.

     The increased  depreciation and amortization expense of $719,000 (40.1%) in
the six month  period of 1997  relates  to the  significant  property  additions
covered in the discussion above regarding the second quarter.

     As in the second  quarter,  the  substantial  decline in the  Company's net
income for the first six months of 1997 is primarily  due to the reduced  retail
fuel  margins,  the  recognition  of  less  gain  on  sales  of the  merchandise
operations of convenience stores, and increased depreciation charges.


Liquidity and Capital Resources -

     The Company's  working  capital  declined by $1,940,000 at the close of the
second quarter 1997 from year end 1996.  This decline is attributable to the net
loss  incurred  by the  Company  during  the first six months of the year and to
purchases of property and equipment during 1997,  principally  expenditures made
to bring its  underground  storage  tanks  into  compliance  with  environmental
requirements  that are effective in December  1998 and to the  renovation of the
fuel terminal and processing plant that was completed in June 1997.

     The Company has received a proposal from a lender to refinance its existing
bank debt. If consummated as proposed,  the amortization  period of its existing
term debt would be extended and the credit available under the revolving line of
credit would be increased.  The Company is also  negotiating with another lender
for a lease  line of credit  that  would be used to  finance  a  portion  of the
capital  expenditures  incurred  thus  far in 1997 as well as a  portion  of the
expenditures to be incurred in the remainder of the year and into 1998.

     The  Company  has  traditionally  been able to operate  its  business  with
negative working capital, principally because most sales are for cash and it has
received payment terms from vendors.  Consequently,  if the refinancing referred
to above is not completed,  the Company  believes that the availability of funds
under its  current  revolving  line of credit and the  traditional  use of trade
credit will permit operations to 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:  August 15, 1997                  By:       /s/John H. Harvison
                                              ---------------------------------
                                              John H. Harvison
                                              Chairman and
                                              Chief Executive Officer

Date:  August 15, 1997                  By:       /s/Steven B. Hawkins
                                              ---------------------------------
                                              Steven B. Hawkins
                                              Vice President - Finance and
                                              Chief Financial Officer