SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                    FORM 8-K

                                 CURRENT REPORT

                       Pursuant to Section 13 or 15(d) of
                       The Securities Exchange Act of 1934

            Date of Report (Date of earliest event reported) 12/28/97


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


             Delaware                    1-09510               75-2147570     
  (State or other jurisdiction of     (Commission File       (IRS Employer
          incorporation)                  Number)         Identification No.)

 2801 Glenda Avenue, Fort Worth Texas                         76117-4391      
(Address of principal executive offices)                      (Zip Code)


       Registrant's telephone number, including area code: (817) 838-4700

         ______________________________________________________________
          (Former name or former address, if changed from last report)

Item 1.  Changes in Control of the Registrant

      (a)   On December 28,  1997,  pursuant to a vote of its  unitholders  on
December 26,   1997,  FFP  Partners,  L.P.  (the  "Partnership")  completed  a
restructuring  (the   "Restructuring")  by  which  the  activities  previously
conducted  by the  Partnership  were  separated  into two  groups.  After  the
Restructuring,  the  Partnership  continues  to hold  the real  estate  assets
previously used in its retail operations;  the fuel and merchandise  marketing
assets  are  held  and  those  businesses  as  well  as the  other  businesses
previously  conducted by the  Partnership  are now  conducted by FFP Marketing
Company,  Inc. (the  "Marketing  Company"),  the shares of which are traded on
the American Stock  Exchange  under the symbol "FMM".  As a consequence of the
Restructuring,  control of the Partnership by various persons and entities has
changed.

      The Restructuring was accomplished by separating the Partnership's  real
estate  activities  from its fuel and  merchandise  marketing  activities in a
series of steps. FFP Operating  Partners,  L.P. (the "Operating  Partnership")
distributed  substantially  all the  real  estate  it  owned  directly  to its
partners  proportionately.  As a result,  the  Partnership  directly  received
ninety-nine  (99%) of the real  estate and FFP  Partners  Management  Company,
Inc.  ("FFPMC")  received one percent (1%) of the real estate. The Partnership
and FFPMC then  contributed  the real  estate to FFP  Properties  L.P.,  ("FFP
Properties")  in  exchange  for  the  same   proportionate   interest  in  FFP
Properties.  FFP Partners Management  Company,  Inc., then transferred its one
percent  (1%)  general  partner  interest  in FFP  Partners to FFP Real Estate
Trust (the "REIT") in exchange for 37,416 REIT shares.

      The Partnership and the  Partnership's  general partner (in its capacity
as the general partner of the Operating  Partnership)  then contributed  their
interests in the Operating  Partnership  to the Marketing  Company in exchange
for all of the outstanding  stock of the Marketing  Company.  The Partnership,
the ninety-nine  percent (99%) limited  partner of the Operating  Partnership,
received  3,741,621 (99%) of the Marketing  Company shares and FFPMC,  the one
percent (1%) general  partner of the Operating  Partnership,  received  37,794
(1%) of the Marketing  Company shares.  The Partnership  then  distributed all
of the Marketing  Company  shares that it owned to its partners pro rata.  The
number of  Marketing  Company  shares  distributed  was  determined  solely by
reference to the  equivalent  number of outstanding  units of the  Partnership
and general partner  interests.  Each current unitholder  ("Unitholder")  owns
the same  number of  Marketing  Company  shares as the  number of units of the
Partnership ("FFP Units") such Unitholder owned prior to the Restructuring.

      In addition,  in redemption of its interest in the Partnership,  certain
corporations,  partnerships  and trusts  associated with the family of John H.
Harvison (collectively,  the "Harvison Family") surrendered to the Partnership
1,469,943  Units,  which  represent  thirty-nine  percent (39%) of the limited
partner  interests in the Partnership,  in exchange for 1,469,943 units in FFP
Properties,  which  represented  thirty-nine  percent  (39%)  of  the  limited
partner interests in FFP Properties.

     After the Restructuring,  each current  Unitholder  continues to own the
same  number of units,  which will remain  listed for trading on the  American
Stock  Exchange  (except  the  Harvison  Family  which will own an  equivalent
number of units of FFP Properties).

      Prior  to the  Restructuring,  FFPMC  held a one  percent  (1%)  general
partner interest in the  Partnership.  The Harvison Family owned a thirty-nine
percent (39%) limited partner  interest in the  Partnership.  Holders of units
(the  "Unitholders")  collectively  held a sixty percent (60%) limited partner
interest in the Partnership.

      As  a  result  of  the  transactions   effected  by  the  Restructuring,
following the Restructuring,  the Unitholders collectively hold a ninety-eight
percent (98%) limited  partner  interest in the  Partnership;  FFP Real Estate
Trust,  a Texas real  estate  investment  trust (the  "REIT")  now holds a two
percent  (2%) general  partner  interest in the  Partnership  and the Harvison
Family holds a 40% interest in FFP Properties.  A complete  description of the
beneficial  ownership of the  Partnership  before and after the  Restructuring
follows under Item 1(b) hereof.

      (b)   The  following  table sets forth the  beneficial  ownership in the
Partnership before and after the Restructuring.

                      Before the Restructuring     After the Restructuring
                      ------------------------     -----------------------
    Name and Address  Number of FFP    Percent    Number of FFP     Percent
    of Beneficial      Units Owned      Owned      Units Owned       Owned
      Owner(1)         Beneficially  Beneficially  Beneficially   Beneficially
                                         (2)                          (2)
John H. Harvison        1,509,943 (3)     40.3%      40,000 (16)       1.8%
Robert J. Byrnes           51,833 (4)      1.4%      35,000 (16)       1.5%
Steven B. Hawkins          26,300 (5)      0.7%      26,300  (5)       1.2%
J.D. St. Clair            118,417 (6)      3.2%      35,000 (17)       1.6%
Michael Triantafellou       6,666 (7)      0.2%       6,666  (7)       0.3%
Robert E. Garrison, II     86,805 (8)      2.3%      86,805  (8)       3.9%
John W. Hughes                  0          0.0%           0            0.0%
Garland R. McDonald       257,667 (9)      6.9%      63,500 (18)       2.8%
John D. Harvison        1,486,610 (10)    40.0%      16,667 (16)       0.7%
E. Michael Gregory         16,667 (11)     0.4%      16,667 (11)       0.7%
Joseph F. Leonardo              0          0.0%           0            0.0%
Randall W. Harvison     1,469,943 (12)    39.7%           0            0.0%
Edmund & Mary Shea Real
  Property Trust          126,700          3.4%     126,700            5.7%
7HBF, Ltd                 699,333 (13)    18.9%           0            0.0%
HBF Financial, Ltd.       738,443 (14)    19.9%           0            0.0%

All directors and
executive officers,
as a group, of FFP's
general partner         1,796,548 (15)    48.5%     188,105            8.4%
  (10 persons before
  and 6 persons after
  the restructuring)
------------------------------------------------------------------------------
(1)   All the principal  unitholders of FFP Partners may be contacted at FFP
      Partners' offices, 2801 Glenda Avenue, Fort Worth, Texas  76117-4391.
(2)   Based on  3,704,205  issued  and  outstanding  FFP units at  December 5,
      1997, and 2,234,262 FFP units outstanding after the  Restructuring.  FFP
      units  that an  individual  has the  right  to  acquire  within  60 days
      pursuant to the  exercise of options  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.
      Class A Units  and Class B Units  have been  combined  for  purposes  of
      calculating  the  percent  beneficially  owned  because  each  class has
      identical voting and economic rights.
(3)   Includes  options  to  acquire  40,000  Class  A  Units.  Also  includes
      524,333 and Class A Units and 175,000 Class B Units  beneficially  owned
      by 7HBF,  Ltd. (a Texas  limited  partnership  of which John H. Harvison
      and  members  of  his  family  are  partners);  738,443  Class  A  Units
      beneficially  owned by HBF  Financial,  Ltd. (a Texas limited  liability
      company  which is 98%-owned by trusts for the benefit of the children of
      John H. Harvison);  and 32,167 Class A Units owned by a company of which
      John H.  Harvison is an officer and director  and  one-third of which is
      owned by trusts for the  benefit of his  children.  7HBF,  Ltd.,  may be
      deemed to share  beneficial  ownership of 144,417  Units with Garland R.
      McDonald,  49,750  Units with  Garland R.  McDonald and Barbara J. Smith
      (John H.  Harvison's  sister),  83,417 Units with J. D. St.  Clair,  and
      16,833  Units with Robert J.  Byrnes.  The  beneficial  ownership of the
      175,000  Class B Units is in  dispute  based on the prior  ownership  of
      Economy  Oil  Company,  the record  holder of the units.  The dispute is
      being resolved in the State District Court of Texas.
(4)   Includes  options to acquire 35,000 Class A Units;  also includes 16,833
      Class A Units  held by a  company  of which Mr.  Byrnes  is a  director,
      executive  officer,  and 50%  owner.  Mr.  Byrnes may be deemed to share
      beneficial  ownership of the 16,833  Class A Units with 7HBF  Financial,
      Ltd.
(5)   Includes  options  to  acquire  25,000  Class A Units and 1,300  Class A
      Units held by an  Individual  Retirement  Account for the benefit of Mr.
      Hawkins.
(6)   Includes  options  to  acquire  30,000  Class A Units and 5,000  Class A
      Units  held  directly;  also  includes  83,417  Class A Units  held by a
      company of which Mr. St. Clair is a director,  executive officer,  and a
      one-third  owner.  Mr.  St.  Clair  may be  deemed  to share  beneficial
      ownership of the 83,417 Class A Units with 7HBF Financial, Ltd.
(7)   Consists of options to acquire 6,666 Class A Units.
(8)   Includes  79,751  Class A Units held  directly  and 7,054  Class A Units
      held  by an  Individual  Retirement  Account  for  the  benefit  of  Mr.
      Garrison.
(9)   Includes options to acquire 25,000 Class A Units;  also includes 194,167
      Class  A  Units  held  by two  companies  of  which  Mr.  McDonald  is a
      director,  executive  officer,  and a 50% owner;  also  includes  38,500
      Class  A  Units.   Mr.  McDonald  may  be  deemed  to  share  beneficial
      ownership of 144,417 Class A Units with 7HBF,  Ltd., and of 49,750 Units
      with 7HBF, Ltd., and Barbara J. Smith (John H. Harvison's sister).
(10)  Includes options to acquire 16,667 Class A Units;  also includes 524,333
      Class A Units  and  175,000  Class B Units  beneficially  owned by 7HBF,
      Ltd. (a Texas limited  partnership of which John D. Harvison and members
      of his family are  partners);  and  738,443  Class A Units  beneficially
      owned by HBF Financial,  Ltd. (a Texas limited  liability  company which
      is  98%-owned  by trusts  for the  benefit  of the  siblings  of John D.
      Harvison);  and 32,167  Class A Units  owned by a company  one-third  of
      which is owned by trusts  for the  benefit of John D.  Harvison  and his
      siblings.  7HBF,  Ltd., may be deemed to share  beneficial  ownership of
      144,417  Units with  Garland R.  McDonald,  49,750 Units with Garland R.
      McDonald and Barbara J. Smith (John H. Harvison's sister),  83,417 Units
      with J. D. St.  Clair,  and 16,833  Units  with  Robert J.  Byrnes.  The
      beneficial  ownership of the 175,000  Class B Units is in dispute  based
      on the prior ownership of Economy Oil Company,  the record holder of the
      units.  The  dispute is being  resolved in the State  District  Court of
      Texas.
(11)  Consists of options to acquire 16,667 Class A Units.
(12)  Includes  524,333 Class A Units and 175,000  Class B Units  beneficially
      owned by 7HBF,  Ltd. (a Texas  limited  partnership  of which Randall W.
      Harvison and members of his family are  partners);  and 738,443  Class A
      Units  beneficially  owned  by HBF  Financial,  Ltd.  (a  Texas  limited
      liability  company  which is  98%-owned by trusts for the benefit of the
      siblings of Randall W.  Harvison);  and 32,167  Class A Units owned by a
      company  one-third  of  which  is owned by  trusts  for the  benefit  of
      Randall W.  Harvison  and his  siblings.  7HBF,  Ltd.,  may be deemed to
      share  beneficial  ownership of 144,417 Units with Garland R.  McDonald,
      49,750  Units with  Garland R.  McDonald  and Barbara J. Smith  (John H.
      Harvison's  sister),  83,417 Units and 83,417  Marketing  Company shares
      with J. D. St.  Clair,  and 16,833  Units  with  Robert J.  Byrnes.  The
      beneficial  ownership of the 175,000  Class B Units is in dispute  based
      on the prior ownership of Economy Oil Company,  the record holder of the
      units.  The  dispute is being  resolved in the State  District  Court of
      Texas.
(13)  Includes  524,333 Class A Units and 175,000 Class B Units owned by eight
      companies  which  are  owned or  controlled  by 7HBF,  Ltd.,  a  limited
      partnership  owned by John H.  Harvison  and  members  of his  immediate
      family.  7HBF,  Ltd.,  may be deemed to share  beneficial  ownership  of
      144,417  Units with  Garland R.  McDonald,  49,750 Units with Garland R.
      McDonald and Barbara J. Smith (John H. Harvison's sister),  83,417 Units
      and 83,417  Marketing  Company  shares with J.D. St.  Clair,  and 16,833
      Units with Robert J. Byrnes.
(14)  Includes  738,443 Class A Units owned by a company which is owned by HBF
      Financial,  Ltd., a limited  liability  company 98%, owned by trusts for
      the benefit of the children of John H.  Harvison and 2%, owned by one of
      his sisters. In addition,  HBF Financial,  Ltd., owns 31% of the general
      partner of 7HBF, Ltd.
(15)  Includes the Units discussed in notes 13 and 14.
(16)  Consists of options to acquire Class A Units of FFP Partners, L.P.
(17)  Consists  of 5,000  Class A Units held  directly  and options to acquire
      30,000 Class A Units.
(18)  Consists of options to acquire  25,000 Class A Units of FFP Partners and
      38,500 Class A Units held by an  Individual  Retirement  Account for the
      benefit of Mr. McDonald.

Item 2.  Acquisition or Disposition of Assets

      The  transactions  described in Item 1 also constituted a disposition of
significant assets by the Partnership to FFP Marketing.

      After the  Restructuring,  the REIT (as defined in Item 1, above) as the
new General Partner of the Partnership (see Item 5, below),  and FFP Marketing
will have certain  individuals  who serve on both the Board of Trust  Managers
of  the  REIT  and  on  the  Board  of   Directors  of  FFP   Marketing.   The
relationships  between the various  entities and  individuals  both before and
after the Restructuring is described more fully in Definitive  Schedule 14A of
the  Partnership  filed  with the  Securities  and  Exchange  Commission  (the
"Commission") on December 10, 1997, and incorporated herein by reference.

Item 5.  Other Events

      In addition to the  transactions  described in Items 1 and 2, above, the
General  Partner of the  Partnership  has  changed.  FFPMC was replaced by the
REIT as the incoming General Partner of the Partnership.

Item 7.  Financial Statements and Exhibits

(a)   Financial Statements of business acquired.

            Not applicable.

(b)   Pro forma financial information.

            The pro forma  financial  statements of the  Registrant  are
      set forth on pages  21-25 of the  Definitive  Schedule  14A of the
      Partnership  filed with the Commission on  December 10,  1997, and
      are incorporated herein by reference.

(c)   Exhibits.

      2.1   Restructuring Agreement dated as of December 28, 1997.
      3.1   Amended and Restated  Certificate  of Limited  Partnership  of FFP
            Partners, L.P.
      4.1   Third  Amendment  dated  December  28,  1997,  to the  Amended and
            Restated Agreement of Limited Partnership of FFP Partners, L.P.


                                  SIGNATURES

      Pursuant to the  requirements  of the  Securities  Exchange Act of 1934,
the  registrant  has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.

                                          FFP PARTNERS L.P.
                                          (Registrant)



Date: January 12, 1998                    By: /s/Steven B. Hawkins
                                              Steven B. Hawkins, Vice President