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 September 28, 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 November 10, 1997)

                                          



                      FFP PARTNERS, L.P., AND SUBSIDIARIES
                           CONSOLIDATED BALANCE SHEETS
                                 (In thousands)
                                   (Unaudited)
                                                     September 28,  December 29,
                                                         1997           1996
                        ASSETS
Current Assets -
    Cash                                                 $7,254         $8,244
    Trade receivables                                    14,127         10,303
    Notes receivable                                        821            778
    Receivable from affiliated company                      408            420
    Inventories                                          12,818         12,489
    Prepaid expenses and other                              799            625
        Total Current Assets                             36,227         32,859

Property and equipment, net of accumulated
        depreciation                                     41,544         38,024
Noncurrent notes receivable, excluding current portion    1,544          2,069
Claims for reimbursement of environmental
        remediation costs                                 1,040          1,038
Other assets, net                                         3,944          4,609
        Total Assets                                    $84,299        $78,599


           LIABILITIES AND PARTNERS' EQUITY
Current Liabilities -
    Amount due under revolving credit line                   $0         $6,823
    Current installments of long-term debt                1,157          1,587
    Current installments of obligation under capital        747          1,122
lease
    Accounts payable                                     13,566         14,150
    Money orders payable                                 10,584          7,809
    Accrued expenses                                     11,300          8,778
        Total Current Liabilities                        37,354         40,269

Long-term debt, including long-term revolving credit
   line, excluding current installments                  14,870          7,765
Obligation under capital lease, excluding
     current installments                                 2,379          1,653
Deferred income taxes                                     4,185          3,781
Other liabilities                                         2,670            993
        Total Liabilities                                61,458         54,461

Partners' Equity, net of treasury units of $269 at       22,841         24,138
        Total Liabilities and Partners' Equity          $84,299        $78,599



     See accompanying notes to condensed consolidated financial statements.








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


                                         Three Months Ended  Nine Months Ended 
                                         Sept 28,  Sept 29,  Sept 28,   Sept 29,
                                           1997      1996      1997       1996
Revenues -
    Motor fuel                           $79,032   $77,428  $238,257   $241,685
    Merchandise                           15,633    15,387    45,114     46,207
    Miscellaneous                          1,394     1,510     4,702      6,101
        Total Revenues                    96,059    94,325   288,073    293,993

Costs and Expenses -
    Cost of motor fuel                    73,472    72,030   222,686    225,399
    Cost of merchandise                   10,853    10,879    31,719     32,714
    Direct store expenses                  7,035     6,676    20,567     20,343
    General and administrative expenses    3,008     2,766     8,901      8,987
    Depreciation and amortization          1,472       960     3,986      2,755
        Total Costs and Expenses          95,840    93,311   287,859    290,198

Operating Income                            219      1,014       214      3,795
    Interest expense                        460        316     1,108        968
Income/(Loss) Before Income Taxes          (241)       698      (894)     2,827

    Deferred income tax expense             134        134       403        402

Net Income/(Loss)                         $(375)      $564   $(1,297)    $2,425

Income/(loss) allocated to -
    Limited partners                      $(371)      $558   $(1,284)    $2,401
    General partner                          (4)         6       (13)        24

Net income/(loss) per Class A and
    Class B Unit                         $(0.10)     $0.15   $(0.35)      $0.65

Distributions declared per Class A and
    Class B Unit                          $0.000    $0.210    $0.000     $0.415

Weighted average number of Class A and
    Class B Units outstanding              3,704     3,686     3,704      3,678




     See accompanying notes to condensed consolidated financial statements.



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


                                                          Nine Months Ended
                                                    Sept 28, 1997  Sept 29, 1996
Cash Flows from Operating Activities -
    Net income/(loss)                                   $(1,297)       $2,425
    Adjustments to reconcile net income to cash
        provided/(used) by operating activities -
          Depreciation and amortization                   3,986         2,755
          Deferred income tax expense                       403           402
          Net change in operating assets and liabilities  2,842        (2,507)
    Net cash provided by operating activities             5,934         3,075

Cash Flows from Investing Activities -
    Additions of property and equipment, net             (7,127)       (5,397)
    Net cash (used) by investing activities              (7,127)       (5,397)

Cash Flows from Financing Activities -
    Net borrowings/(repayments) under
        credit facilities                                   203         3,772
    Proceeds from exercise of unit options                    0           135
    Distributions to unitholders                              0        (1,542)
    Net cash (used) by financing activities                 203         2,365


Net Increase/(Decrease) in Cash                            (990)           43

Cash at beginning of period                               8,244         8,106


Cash at end of period                                    $7,254        $8,149


     See accompanying notes to condensed consolidated financial statements.




                      FFP PARTNERS, L.P., AND SUBSIDIARIES
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                               SEPTEMBER 28, 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  September  28,  1997,  and  the
consolidated  statements of operations and condensed consolidated  statements of
cash flows for the three month and nine month periods ended  September 28, 1997,
and  September  29,  1996,  have been  prepared by the Company and have not been
audited.  In the opinion of  management,  all  adjustments,  consisting  only of
normal  recurring  adjustments,   necessary  to  fairly  present  the  Company's
financial  position as of September 28, 1997,  and the results of operations and
cash flows for the periods  presented have been made.  Interim operating results
are not necessarily indicative of results for the entire year.

     The notes to the  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 nine months ended
September 28, 1997, and as discussed in Note 4.


2.  Income per Unit and Distributions

     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.


4.  Refinancing of Bank Debt.

     On November 3, 1997,  the Company  completed a refinancing of its bank debt
with  another  lender.  The new  Loan  Agreement  provides  the  Company  with a
revolving credit line of up to $15,000,000 (the amount available is related to a
borrowing base comprised of the Company's trade receivables and inventories) and
a term loan of $8,000,000.  Both of the loans bear interest, payable monthly, at
the lending  institution's  prime rate. The Company has the option of fixing the
interest rate on all or a portion of both loans at rates of LIBOR plus 2.25% for
periods  of three or six  months and in the case of the term loan at a rate tied
to United State Treasury  securities plus 2.50%.  The term loan requires monthly
principal  payments  of $95,000 and both loans  mature on November 1, 2000.  The
loans are secured by the Company's accounts receivable and inventory, equipment,
and a negative  pledge of other fixed assets.  The loans are also  guaranteed by
the Company's  general partner and it's subsidiary  which is the general partner
of one of the Company's subsidiaries.

     The  accompanying  balance sheet reflects this refinancing as though it had
occurred at September 28, 1997.







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


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

     Total revenues increased $1,734,000 (1.8%) for the quarter due to increases
in motor fuel and merchandise  sales offset by a slight decline in miscellaneous
revenues.  The  $1,604,000  (2.1%)  increase in fuel sales  resulted from a 2.6%
increase in the volume of fuel sold,  with such  increases  coming from both the
Company's retail and wholesale activities,  offset by lower per gallon prices in
the 1997 period as compared to 1996. The increased fuel sales also resulted in a
$162,000 (3.0%)  increase in overall fuel margin.  The increased fuel margin was
due to the  increased  sales  volumes  accompanied  by  improved  margins in the
Company's wholesale fuel operations.  The retail fuel margin per gallon declined
0.4 cents (3.9%) in the 1997 quarter from the 1996 period.

     The  merchandise  sales  increase of  $246,000  (1.6%) is  attributable  to
increases in the average weekly sales per store of 4.6%,  offset by a decline of
2.5% in the average number of convenience stores and truck stops operated in the
1997  period.  The  increased  merchandise  sales  along  with  an  increase  in
merchandise margin to 30.6% from 29.3% resulted in a $272,000 (6.0%) increase in
merchandise gross profit. The increased  merchandise margin is the result of the
Company's efforts,  starting late in the first quarter,  to more closely monitor
its selling  prices so as to remain  competitive  yet achieve a higher margin on
less price sensitive items.

     Direct store expenses  (those  expenses,  such as payroll,  utilities,  and
repair and  maintenance,  that are directly  attributable to the operation of an
outlet)  increased  $359,000  (5.4%)  in the 1997  quarter  due  principally  to
increased  payroll costs  associated  with the increase in the minimum wage that
was effective in September 1997 and the absence in 1997 of favorable adjustments
related to employee  benefit costs.  Other direct store expenses were relatively
flat between the two periods.

     General and  administrative  expenses were up $242,000  (8.7%) in the third
quarter 1997 as compared to the 1996 quarter. This increase resulted principally
from the costs  associated with operation of the Company's fuel terminal,  which
began operating in June 1997.

     Depreciation and  amortization  charges  increased  $512,000 (53.3%) in the
quarter due to beginning  depreciation  at the Company's  fuel  terminal,  which
began operating in June 1997, and to increased  depreciation  expense related to
the capital  expenditures  made by the Company  over the last twelve to eighteen
months in its retail  operations,  primarily  to bring its  underground  storage
tanks into compliance with 1998 environmental requirements.

     The $144,000 (45.6%) increase in interest expense is attributable to higher
debt levels and to higher  interest rates during the current quarter as compared
to the prior year.

     Although the Company made substantial  improvements in its sales and margin
levels, the gains were outstripped by increases in expense levels resulting in a
loss of $375,000 for the quarter as compared to net income of $564,000 in 1996.


Results of  Operations  for First Nine Months of 1997  compared  with First Nine
Months of 1996

     For the first nine months of 1997,  retail fuel sales  volume (in  gallons)
was up 1.0% as  compared  to 1996 and the  wholesale  volume was down 8.9%.  The
decline in wholesale  volume  resulted from a 13.6% decline in such sales in the
first quarter of 1997 due to the absence of a large volume of lower margin sales
to a customer that  purchases  fuel from the Company  infrequently.  The average
weekly sales (in gallons) of fuel at the  Company's  convenience  stores and the
independently  operated stores at which it has the fuel concession were flat (up
less than  1.0%) in 1997 but sales at its truck  stops  increased  5.4% over the
prior  year  period.  The flat  sales  volumes  at the  convenience  stores  are
reflective of the  Company's  attempt to maintain as high a margin per gallon as
possible on these sales,  without foregoing any of its market share, in the face
of intense  competitive  retail pricing of motor fuel that has been occurring in
the last twelve to eighteen months. The increased truck stop sales resulted from
a lessening of the  competitive  pressures in this  submarket of the retail fuel
business.  Because of the reduced  wholesale fuel volumes,  the Company's  motor
fuel revenues declined $3,428,000 (1.4%) in the first nine months of 1997.

     The Company's gross profit on fuel was $715,000 (4.4%) less in 1997 than in
the prior year,  partially  due to the  smaller  volume of  wholesale  sales and
partly due to the  decline in the retail  margin per gallon to 9.2 cents in 1997
as  compared to 9.8 cents in 1996.  The  Company's  wholesale  margin per gallon
increased to 2.5 cents from 1.9 cents, in part because of the absence of the low
margin wholesale sales referred to above.  However,  wholesale margins were also
positively  influenced  by sales of fuel  processed at the  Company's  terminal,
which began operating in June 1997.

     Merchandise sales declined  $1,093,000 (2.4%) in the 1997 nine-month period
reflecting  the 5.1%  decline in the average  number of  convenience  stores and
truck stops operated by the Company offset by an increase of 3.3% in the average
weekly sales per outlet. Because of the reduced sales,  merchandise gross profit
declined  $98,000 (0.7%),  although the Company's  merchandise  margin increased
0.5% in the 1997 period to 29.7%.  The  increase in average  weekly  merchandise
sales and merchandise  margin are the result of management's  efforts to improve
these key components of profitability.

     The $1,399,000 (22.9%) drop in miscellaneous revenues in 1997 is due to the
decline  in  the  sale  of  the  merchandise   operations  at   company-operated
convenience stores to independent  operators.  In the first nine months of 1996,
the Company sold the  merchandise  operations at two stores  compared to sixteen
such sales in the first nine months of 1997.

     The  increase  in  direct  store  expenses  of  $224,000  (1.1%)  is due to
increased  wage  costs in the  convenience  stores  and truck  stops,  offset by
reductions in cash over and short expense, and increased commissions on gasoline
sales  paid to the  operators  of  outlets  at which  the  Company  has the fuel
concession.  The  increased  wage  costs  are  related  to the  increase  in the
federally  mandated  minimum wage which took effect on September 1, 1997,  while
the  increased  commissions  on motor fuel sales are the result of  operating an
average of 8.2 (4.1%) more such outlets.

     A decline in bad debt expense,  advertising and promotion, and professional
fees  partially  offset by  increases in payroll  costs  resulted in the $86,000
(1.0%) decrease in general and administrative costs.

     The $1,231,000  (44.7%) increase in depreciation  and amortization  expense
for the first  nine  months  of 1997 was  primarily  the  result of the start of
operations  at the  Company's  fuel  terminal in June 1997 along with  increased
charges related to the upgrading of the Company's  underground  storage tanks to
meet 1998 environmental regulatory requirements.

     The increase of $140,000 (14.5%) in interest expense during the 1997 period
is attributable to the generally  higher level of interest rates during the 1997
period as compared to 1996 and to higher debt levels.  The increased  borrowings
were used to fund the Company's investment in its fuel terminal and purchases of
equipment to upgrade its underground storage tanks.

     The decline in revenues attributable to the sale of merchandise  operations
at convenience stores and the increased  depreciation and amortization  expenses
are the primary  cause for the loss of  $1,297,000  for the first nine months of
1997 as compared to the Company's income of $2,425,000 for the comparable period
in 1996.


Liquidity and Capital Resources

     On November 3, 1997,  the Company  completed a refinancing of its bank debt
with  another  lender.  The new  Loan  Agreement  provides  the  Company  with a
revolving credit line of up to $15,000,000 (the amount available is related to a
borrowing base comprised of the Company's trade receivables and inventories) and
a term loan of  $8,000,000.  Both loans mature on November 1, 2000, and the term
loan requires monthly  principal  payments of $95,000.  The loans are secured by
the Company's  accounts  receivable  and  inventory,  equipment,  and a negative
pledge of other fixed assets.

     Because of the  restructuring  of this debt, the Company's  working capital
position  improved  from a  negative  $7,410,000  at year end 1996 to a negative
$1,127,000 at September  28, 1997.  Due to the  availability  of funds under the
Company's revolving credit line which is used to fund working capital needs, the
availability  of funds under its lease lines of credit which fund a  significant
portion of routine capital expenditures,  its traditional use of customary trade
credit,  and the fact the most of the Company's  sales are for cash,  management
believes that the Company's  operations  can be conducted in a customary  manner
while operating in a negative working capital position.


Changes in Structure of Company

     Under  current  tax law,  the  Company  can  elect to become  taxable  as a
corporation  beginning in 1998 (with any distributions made to unitholders being
treated as corporate dividends) or to continue as a publicly-traded  partnership
and pay an excise tax of 3.5% of its gross profit.

     Management  considers the latter  alternative  unacceptable  since it would
result in the payment of significant  taxes even if the Company did not have net
earnings. For example, under that alternative, the Company would have paid taxes
applicable to 1996 in excess of $1,000,000 even though it reported a significant
loss for tax  reporting  purposes for that year.  The option of  converting to a
corporate form will, in effect, occur if the Company takes no other action.

     However,  the Company believes that its unitholders'  interests may be best
served  by  separating  its  retail  operations  and its real  estate  holdings.
Management's  goal is to convert the entity with the real estate holdings into a
real estate investment trust ("REIT"),  but because of the complexities  related
to qualifying as a REIT under federal tax laws and regulations,  the Company may
not be able to obtain that status in the near term. One of the primary  criteria
for any restructuring of the Company is that it be accomplished in a manner that
minimizes the federal income tax effect to the Company and its unitholders.

     A reorganization would likely require approval by the limited partners. The
Company is in the process of  preparing  information  to be  distributed  to the
partners that will detail the proposed reorganization and solicit their votes on
the matter.


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
generally should 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 words and 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

     10.1 Loan and Security Agreement among FFP Partners, L.P.,
            FFP Operating Partners, L.P., Direct Fuels, L.P.,
            and HSBC Business Loans, Inc., dated October 31, 1997

     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:  November 12, 1997                By:       /s/John H. Harvison
                                              ----------------------------------
                                              John H. Harvison
                                              Chairman and
                                              Chief Executive Officer

Date:  November 12, 1997                By:       /s/Steven B. Hawkins
                                              ----------------------------------
                                              Steven B. Hawkins
                                              Vice President - Finance and
                                              Chief Financial Officer