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




                              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