FFP Partners, L.P.
                                 Letterhead


http://www.ffplp.com
Steven B. Hawkins
Vice President Finance & Administration
Direct Telephone - 817.838.4767/Direct Telecopier - 817.838.4776
Internet e-mail - sbhawkins@ffplp.com


                              December 11, 1997


Dear FFP Partner:

     Our company recently announced a special meeting of
unitholders to vote on a restructuring that would divide the
partnership into two companies:  one to hold the real estate
interests we currently own and one to conduct our convenience
store, truck stop, and other operations.  The unitholder meeting
will be held on December 26, 1997, at 10:00 am (central standard
time), at the Holiday Inn - North, 2540 Meacham Blvd. in Fort
Worth.

     Enclosed is a copy of our proxy statement that is currently
being distributed to all unitholders in connection with this
meeting.  We have sent this material directly to you because our
tax preparation records indicate that you held a large number of
partnership units at the end of 1996 and we want to be sure you
have as much time as possible to review the material.  We
realize that the time between the date of the distribution of
the proxy material and the unitholder meeting is short but it is
imperative that the restructuring be approved before our fiscal
year end of December 28 in order to assure that the spin-off of
our retail operations will be tax-free to unitholders.  (If you
did not own FFP units as of December 5, 1997, you can disregard
this material since you are not eligible to vote on the
restructuring.)

     The Board of the partnership's general partner has
unanimously approved the restructuring and recommends that you
vote FOR it.  If the restructuring is approved, you will receive
one share of FFP Marketing Company, Inc., which will conduct the
non-real estate activities of the partnership, for each FFP unit
you own at our fiscal year end.  You will also retain your
partnership interest in FFP, which will hold the real estate
interests now owned by the partnership.  We believe that the
division of the partnership into two operating units will permit
each of the resulting companies to focus on their respective
areas of strength.

     Since you are NOT a record owner, we have not included a
proxy card because only record owners are entitled to vote. 
Your brokerage firm should send you information to determine how
you want to vote on this matter.  However, because the time
until the meeting is short and there are often mail delays this
time of year, we encourage you to contact your broker to assure
that your units are voted in accordance with your instructions.

     Although we cannot provide instructions to your broker on
your behalf, we will be pleased to assist you in any way that we
can.  You can reach us by calling (toll free) 888.855.6529.

                                     Sincerely yours,

                                     FFP Partners, L.P.


                                     By:/s/Steven B. Hawkins
                                        Steven B. Hawkins

[DESCRIPTION]     LETTER TO CERTAIN HOLDERS OF RECORD

                              FFP Partners, L.P.
                                 Letterhead


http://www.ffplp.com
Steven B. Hawkins
Vice President
Finance & Administration
Direct Telephone - 817.838.4767/Direct Telecopier - 817.838.4776
Internet e-mail - sbhawkins@ffplp.com



                                December 11, 1997



Unitholder Name
Unitholder Address
Unitholder City, State  Zip

Dear FFP Partner:

     Our company recently announced a special meeting of
unitholders to vote on a restructuring that would divide the
partnership into two companies:  one to hold the real estate
interests we currently own and one to conduct our convenience
store, truck stop, and other operations.  The unitholder meeting
will be held on December 26, 1997, at 10:00 am (central standard
time), at the Holiday Inn - North, 2540 Meacham Blvd. in Fort
Worth.

     Enclosed is a copy of our proxy statement that is currently
being distributed to all unitholders in connection with this
meeting.  We have sent this material directly to you because our
transfer agent records indicate that you hold a large number of
partnership units and we want to be sure you have as much time
as possible to review the material.  We realize that the time
between the date of the distribution of the proxy material and
the unitholder meeting is short but it is imperative that the
restructuring be approved before our fiscal year end of December
28 in order to assure that the spin-off of our retail operations
will be tax-free to unitholders.

     The Board of the partnership's general partner has unanimously
approved the restructuring and recommends that you vote FOR it. 
If the restructuring is approved, you will receive one share of
FFP Marketing Company, Inc., which will conduct the non-real
estate activities of the partnership, for each FFP unit you own
at our fiscal year end.  You will also retain your partnership
interest in FFP, which will hold the real estate interests now
owned by the partnership.  We believe that the division of the
partnership into two operating units will permit each of the
resulting companies to focus on their respective areas of
strength.

     Since you are a record owner of FFP units on December 5, 1997,
this package includes a proxy card.  Please mark your vote and
return the card to us as soon as possible in the enclosed
envelope.  Should you wish, you can attend the meeting, revoke
your proxy, and vote your shares in person.

     We will be pleased to assist you in any way that we can.  You
can reach us by calling (toll free) 888.855.6529.

                                        Sincerely yours,

                                        FFP Partners, L.P.


                                        By:/s/Steven B. Hawkins
                                           Steven B. Hawkins









Enclosure