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 Marketing Company, Inc.                         
            (Exact name of registrant as specified in its charter)


               Texas                       1-13727             75-2735779
  (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 2.  Acquisition or Disposition of Assets

      (a)   On  December  28,  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  fuel  and  merchandise  marketing  and  other  businesses
previously  conducted by the  Partnership  are now  conducted by FFP Marketing
Company, Inc. (the "Company"),  the shares of which are traded on the American
Stock Exchange under the symbol "FMM".

      The  Company  acquired  the  assets  described  in this  Item 2 when the
Partnership  and the  Partnership's  general  partner (in its  capacity as the
general   partner  of  FFP   Operating   Partners,   L.P.  (  the   "Operating
Partnership"),  contributed  their  interests in the Operating  Partnership to
the Company in exchange for all of the outstanding  stock of the Company.  The
Partnership,  the 99% limited partner of the Operating  Partnership,  received
3,741,621 (99%) of the Company's  shares and FFPMC,  the 1% general partner of
the Operating Partnership, received 37,794 (1%) of the Company's shares.

      A  brief  description  of the  assets  acquired  by the  Company  in the
above-described transactions is set forth in Item 2(b) below.

      (b)   The  assets   acquired   by  the   Company  as  a  result  of  the
Restructuring  and  the  transactions  described  in (a)  above,  include  the
merchandise  and  motor  fuel  inventories  and  related  store  fixtures  and
equipment,  motor  fuel  pumps  and  underground  storage  tanks  used  in the
operation  of  convenience  stores,  truck  stops  and  self-service  gasoline
outlets.  In  addition,  the Company  acquired a bulk storage  terminal  which
includes  a  fuel  processing  facility.  The  Company  will  use  the  assets
acquired in the  Restructuring  in the same manner and for the same  pursposes
as they were used by the Operating Partnership prior to the Restructuring.

      After the Restructuring,  FFP Real Estate Trust (the "REIT"), as the new
General  Partner  of the  Partnership,  and the  Company,  will  have  certain
individuals  who serve on both the Board of Trust  Managers of the REIT and on
the Board of Directors of the Company.  The relationships  between the various
entities and individuals both before and after the  Restructuring is described
more fully in the prospectus (the  "Prospectus")  included in the Registration
Statement  on  Form  S-4  (No.  333-41709)  of  the  Company  filed  with  the
Securities and Exchange Commission  and incorporated herein by reference.

Item 7.  Financial Statements and Exhibits

      (a)   Financial   Statements   of  business   acquired.   The  financial
            statements  of FFP  Partners,  L.P.  are set forth on pages F-1 to
            F-26 of the Prospectus and are incorporated herein by reference.

      (b)   Pro forma financial information.

            The pro forma  financial  statements  of the Company  giving
      effect to the  acquisition  are set forth on pages 21 to 25 of the
      Prospectus, and are incorporated herein by reference.

      (c)   Exhibits.

            2.1   Restructuring   Agreement   dated   as  of
                  December 28, 1997.
            23.1  Consent of KPMG Peat Marwick LLP


                                  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 MARKETING COMPANY, INC.
                                          (Registrant)



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