EXHIBIT 2.1
                            RESTRUCTURING AGREEMENT


      This  Restructuring  Agreement  ("Agreement"),  dated as of December 28,
1997,  among FFP  Partners,  L.P.  (the  "Partnership"),  a  Delaware  limited
partnership and FFP Partners  Management Company,  Inc. ("FFPMC"),  a Delaware
corporation.

      WHEREAS FFPMC is now the General Partner of the Partnership.

      WHEREAS the Board of Directors of FFPMC and the limited  partners of the
Partnership  have approved a  restructuring  of the Partnership as a result of
which:

            (1)   FFP Real  Estate  Trust (the  "REIT"),  a Texas real  estate
investment trust, will become the General Partner of the Partnership.

            (2)   FFP Operating Partners, L.P. (the "Operating  Partnership"),
a Delaware  limited  partnership  will form a new  subsidiary,  FFP Subsidiary
Trust  (the   "Subsidiary   Trust"),   contribute  to  the  Subsidiary   Trust
substantially  all of the real  property  owned by the  Operating  Partnership
(the  "Real  Property")  identified  on  Schedule  2 to  this  Agreement,  and
distribute the interests in the Subsidiary Trust to the Partnership and FFPMC;

            (3)   The   Partnership   and  FFPMC   will   contribute   to  FFP
Properties,  L.P.,  a Delaware  limited  partnership  ("FFP  Properties")  the
interests in the Subsidiary Trust;

            (4)   FFPMC will  transfer  its  general  partner  interest in the
Partnership to the REIT in exchange for shares of stock of the REIT;

            (5)   The  Partnership  will  transfer  its  limited   partnership
interest in the  Operating  Partnership  and certain  related  entities to FFP
Marketing Company, Inc. ("FFP Marketing"), a Texas corporation;

            (6)   FFPMC will  transfer  its  general  partner  interest in the
Operating  Partnership  and  certain  related  entities to FFP  Operating  LLC
("FFPLLC"), a Delaware limited liability company;

            (7)   FFPMC will transfer all of the outstanding  shares of FFPLLC
to FFP Marketing;

            (8)   Certain  corporations,  partnerships  and trusts  associated
with the family of John H.  Harvison  (collectively,  the  "Harvison  Family")
identified  on the  signature  page of this  Agreement  will  surrender  their
limited  partner  interest in the  Partnership to the  Partnership in exchange
for limited partner interests in FFP Properties;

      NOW,  THEREFORE,  in  consideration  of  the  premises  and  the  mutual
promises contained herein and for other good and valuable  consideration,  the
receipt and sufficiency of which are hereby acknowledged,  the parties to this
Agreement covenant and agree as follows:

                                   ARTICLE 1

                                  DEFINITIONS

      In  addition to the other  terms  which are  defined  elsewhere  in this
Agreement, the following terms shall have the meanings ascribed to them below:

      1.1   "Agreement" means this Restructuring Agreement.

      1.2   "Closing"  means the act of  consummating  on the Closing Date the
actions contemplated by the terms of this Agreement.

      1.3   "Closing  Date"  means the date on which the  restructuring  takes
place.

      1.4   "Lease" or "Leases"  means the leases,  subleases,  rights to use,
rights to occupy,  or  licenses  of any type  whatsoever  (whether  written or
verbal,  recorded or  unrecorded)  for any portion or all of the real property
as may currently exist under which the Operating  Partnership is the landlord,
grantor, licensor, or lessee which are included in the Real Property.

      1.5   "License" or "Licenses" means the governmental permits,  licenses,
certificates of occupancy,  or any other document  issued by any  governmental
authority with respect to the Real Property.

      1.6   "Real  Property" means the real estate assets listed on Schedule 2
hereto.

                                   ARTICLE 2

                     THE OPERATING PARTNERSHIP'S TRANSFER
               OF THE REAL PROPERTY TO THE SUBSIDIARY TRUST AND
         TRANSFER OF THE SUBSIDIARY TRUST TO THE PARTNERSHIP AND FFPMC

      2.1   Transfer  of the  Operating  Partnership's  Real  Property to the 
Subsidiary Trust.  Subject to the terms and provisions of this Agreement,  the
Operating  Partnership  is  transferring,  assigning,  and  conveying  to  the
Subsidiary  Trust,  its  successors  and  assigns,   as  the  initial  capital
contribution  to the Subsidiary  Trust,  all its right,  title and interest in
the Real  Property,  in exchange for the issuance by the  Subsidiary  Trust to
the Operating Partnership of 1,000 common shares of the Subsidiary Trust.

      2.2   Assumption of Liabilities.  The Subsidiary  Trust is assuming,  as
of the Closing Date,  the following  and only the  following  obligations  and
liabilities  of the  Operating  Partnership  with respect to the Real Property
being acquired:

            (1)   all obligations and  liabilities  accruing,  arising out of,
      or relating to events or occurrences  happening  after the Closing Date;
      Leases set forth in the Real Property; and

            (2)   all  obligations  specifically  undertaken by the Subsidiary
      Trust pursuant to the other provisions of this Agreement.

      Except  as  expressly  provided  above,  the  Subsidiary  Trust  is  not
assuming  any other  obligation  or liability  of the  Operating  Partnership,
including by way of  illustration  but not  limitation:  (a) any obligation or
liability accruing,  arising out of, or relating to any act or omission of the
Operating  Partnership or any other commitments or events happening before the
Closing  Date,  and (b) any other  obligation  or liability  of the  Operating
Partnership  not expressly  assumed by the  Subsidiary  Trust  pursuant to the
terms of this Agreement.

      2.3   Lease  of  Real  Property.  The  Subsidiary  Trust  as  lessor  is
entering into leases with the Operating  Partnership as lessee with respect to
the Real Property.

      2.4   Transfer of Subsidiary  Trust to  Partnership  and FFPMC.  Subject
to the terms and provisions of this  Agreement,  the Operating  Partnership is
transferring,  assigning,  and conveying to the Partnership  and FFPMC,  their
successors  and  assigns,  as a  distribution  to  the  sole  partners  of the
Operating  Partnership,  one  percent  (1%) of all of its  right,  title,  and
interest in the Subsidiary Trust to FFPMC and ninety-nine  (99%) of all of its
right, title, and interest in the Subsidiary Trust to the Partnership.

                                   ARTICLE 3

               THE PARTNERSHIP'S TRANSFER OF ITS LIMITED PARTNER
            INTEREST IN THE OPERATING PARTNERSHIP TO FFP MARKETING

      3.1   Transfer  of  Limited   Partner   Interest  in  the   Partnership.
Pursuant to the terms and  provisions  of this  Agreement the  Partnership  is
transferring,  assigning and conveying to FFP  Marketing,  its  successors and
assigns,  all its right, title, and interest in and to its ninety-nine percent
(99%) limited partner  interests in the Operating  Partnership,  FFP Financial
Services,  L.P., Direct Fuels, L.P., and FFP  Transportation,  L.L.C., and its
one hundred percent (100%)  interests in Practical Tank  Management,  Inc. and
FFP Money Order Company, Inc.

      3.2   Consideration  for Transfer.  Pursuant to the terms and provisions
of this Agreement,  in consideration  for the transfer of such interest in the
Operating   Partnership  FFP  Marketing  is  issuing  and  delivering  to  the
Partnership  certificates  evidencing  3,741,621  shares  of  stock of the FFP
Marketing.

                                  ARTICLE 4

                    FFPMC'S TRANSFER OF ITS GENERAL PARTNER
                INTEREST IN THE OPERATING PARTNERSHIP TO FFPLLC

      4.1   Transfer of General Partner Interest in the Operating Partnership 
and Related  Entities.  Pursuant to the terms and provisions of this Agreement
FFPMC is transferring,  assigning and conveying to FFPLLC,  its successors and
assigns, as a Capital Contribution,  all the right, title, and interest in and
to  its  one  percent  (1%)  general   partner   interest  in  the   Operating
Partnership, FFP Financial Services, L.P. and FFP Transportation,  L.L.C., and
its one hundred  percent (100%) interest in Direct Fuels  Management  Company,
Inc.

      4.2   Consideration  for Transfer.  Pursuant to the terms and provisions
of this Agreement,  in consideration  for the transfer of the one percent (1%)
interest in the Operating  Partnership,  FFP Financial Services,  L.P. and FFP
Transportation,  L.L.C., and the one hundred percent (100%) interest in Direct
Fuels  Management  Company,  Inc.,  FFPLLC is issuing and delivering to FFPMC,
certificates evidencing 1,000 shares of stock of FFPLLC.

                                   ARTICLE 5

                 FFPMC'S CAPITAL CONTRIBUTION TO FFP MARKETING

      5.1   Capital   Contribution  of  FFPMC.   Pursuant  to  the  terms  and
provisions of this Agreement,  FFPMC is transferring,  assigning and conveying
to FFP Marketing,  its successors and assigns,  that portion of all its right,
title,   and  interest  in  and  to  1,000  shares  of  FFPLLC  as  a  Capital
Contribution.

      5.2   Consideration  for  Contribution  and  Transfer.  Pursuant  to the
terms and provisions of this Agreement,  in consideration  for the transfer of
the 1,000 shares of FFPLLC,  FFP Marketing is issuing and  delivering to FFPMC
certificates evidencing 37,794 shares of stock of FFP Marketing.

                                   ARTICLE 6

                   DISTRIBUTION OF MARKETING COMPANY SHARES
                        TO PARTNERS OF THE PARTNERSHIP

      6.1   Distribution.  The  Partnership  is conveying all of the shares of
FFP  Marketing  it holds  as a  result  of the  previous  transactions  to its
partners,  3,704,205  shares in the ratio of one  share of FFP  Marketing  for
each Unit of the  Partnership  each limited  partner holds at the Closing Date
and 37,416 shares to FFPMC, as the general partner of the Partnership.

                                   ARTICLE 7

                         TRANSFER TO FFP PROPERTIES BY
                          THE PARTNERSHIP AND FFPMC

      7.1   Transfer  from  the  Partnership  and  FFPMC  to  FFP  Properties.
Subject to the terms and provisions of this  Agreement,  the  Partnership  and
FFPMC are  transferring,  assigning,  and  conveying  to FFP  Properties,  its
successors  and  assigns,  all their  right,  title and interest in and to the
Subsidiary Trust to FFP Properties.

      7.2   Consideration  for  Transfer  to the  Partnership.  Subject to the
terms and provisions of this Agreement,  in consideration  for the transfer of
such  interest  in  the  Subsidiary  Trust,  FFP  Properties  is  issuing  and
delivering  to  the  Partnership  certificates  evidencing  3,741,621  general
partner units of FFP Properties.

      7.3   Consideration  for  Transfer  to FFPMC.  Subject  to the terms and
provisions of this  Agreement,  in  consideration  for the transfer of its one
percent (1%)  interest in the Real  Property,  FFP  Properties  is issuing and
delivering to FFPMC  certificates  evidencing  37,794 limited partner units of
FFP Properties.

                                   ARTICLE 8

                   FFPMC'S TRANSFER OF ITS GENERAL PARTNER
                    INTEREST IN THE PARTNERSHIP TO THE REIT

      8.1   Transfer  of  General   Partner   Interest  in  the   Partnership.
Pursuant  to  the  terms  and   provisions   of  this   Agreement,   FFPMC  is
transferring,  assigning  and  conveying  to  the  REIT,  its  successors  and
assigns,  all its right,  title,  and  interest in and to its one percent (1%)
general partner interest in the Partnership.

      8.2   Consideration  for Transfer.  Pursuant to the terms and provisions
of this Agreement,  in  consideration  for the transfer of the limited partner
units  in the  Partnership  and  FFP  Properties,  the  REIT  is  issuing  and
delivering to FFPMC certificates evidencing 37,794 common shares of the REIT.

                                   ARTICLE 9

                              THE REIT'S TRANSFER
                        OF ITS LIMITED PARTNER INTEREST
                     IN FFP PROPERTIES TO THE PARTNERSHIP

      9.1   Transfer of Limited Partner  Interest in FFP Properties.  Pursuant
to the terms  and  provisions  of this  Agreement,  the REIT is  transferring,
assigning and conveying to the  Partnership,  its successors and assigns,  all
its right,  title, and interest in the limited partner units in FFP Properties
to the  Partnership,  whereupon  the units in FFP  Properties  will  represent
general partner units in FFP Properties.

      9.2   Consideration  for Transfer.  Pursuant to the terms and provisions
of this Agreement,  in  consideration  for the transfer of the limited partner
units in FFP  Properties,  the  Partnership  is issuing and  delivering to the
REIT  certificates  evidencing 37,794 units of limited partner interest in the
Partnership.

                                  ARTICLE 10

                        THE HARVISON FAMILY'S TRANSFER
                        OF ITS LIMITED PARTNER INTEREST
                     IN THE PARTNERSHIP TO FFP PROPERTIES

      10.1  Transfer  of  Limited   Partner   Interest  in  the   Partnership.
Pursuant to the terms and  provisions  of this  Agreement,  the members of the
Harvison Family is  transferring,  assigning and conveying to the Partnership,
its successors  and assigns,  all their right,  title,  and interest in and to
their 39.3% limited partner interest in the Partnership.

      10.2  Consideration  for Transfer.  Pursuant to the terms and provisions
of this Agreement,  in  consideration  for the transfer of the limited partner
interest in the Partnership,  the Partnership is  transferring,  assigning and
conveying  to the  members  of the  Harvison  Family  certificates  evidencing
1,469,943  units of limited  partner  interest of FFP  Properties  in the same
proportion  as their prior  holdings of the  limited  partner  interest in the
Partnership.

                                  ARTICLE 11

                                    CLOSING

      11.1  Time  and  Place of  Closing.  The  Closing  with  respect  to the
transfer  of the Real  Property  has  occurred  at the  offices  of  Jenkens &
Gilchrist, a Professional  Corporation,  1445 Ross Avenue, Suite 3200, Dallas,
Texas on the date of this Agreement (the "Closing Date").

      11.2  Effective  Time. The Closing will be deemed to have occurred,  and
will be  effective,  for  accounting  and  tax  purposes,  immediately  before
midnight on the Closing Date.

      11.3  Further  Assurances.  Each  party  agrees to deliver  any  further
assignments,  conveyances and other assurances,  documents, and instruments of
transfer  requested  by  the  other  party,  and to  take  all  other  actions
consistent  with the terms of this  Agreement for the purpose of effecting the
transactions contemplated by this Agreement.

      11.4  Prorations.  Within thirty (30) days after the Closing  Date,  the
following items will be proportioned and prorated,  in cash, on a daily basis,
between the parties as of 12:01 a.m. on the day following the Closing Date:

            (1)   Taxes.  General  county,  city,  and  school  taxes on a tax
      year basis for the Real Property.

            (2)   Utilities.  All utility expenses.

            (3)   Lease Payments.  All Lease Payments.

            (4)   Insurance.  All insurance premiums.

                                  ARTICLE 12

                                 MISCELLANEOUS

      12.1  Assignment.  Neither this  Agreement  nor the rights,  duties,  or
obligations  arising  hereunder  shall be  assignable  or  delegable by either
party without the express prior written consent of the other.

      12.2  Parties in Interest.  Nothing in this  Agreement,  whether express
or implied,  is  intended to confer any rights or remedies  under or by reason
of this  Agreement  on any  persons  other  than  any of the  parties  to this
Agreement,   the  entities  named  herein  and  their   respective   permitted
successors and assigns,  nor is anything in this Agreement intended to relieve
or discharge the  obligation or liability of any third persons to any party to
this  Agreement,  nor shall any provision  give any third persons any right of
subrogation or action over or against any party to this Agreement.

      12.3  Entire  Agreement;  Modification;  Waiver.  This Agreement and the
exhibits hereto  constitute the entire  Agreement  between the parties to this
Agreement,  on the other, pertaining to the subject matter contained in it and
supersedes all prior agreements,  representations,  and all  understandings of
the parties.  No  supplement,  modification,  or  amendment of this  Agreement
shall be  binding  unless  expressed  as such and  executed  in writing by the
parties  to  this  Agreement.  No  waiver  of any of the  provisions  of  this
Agreement  shall be  deemed  to be or shall  constitute  a waiver of any other
provisions  hereof,  whether  or  not  similar,  nor  shall  any  such  waiver
constitute a continuing  waiver.  No waiver shall be binding unless  expressed
as such in a document executed by the party making the waiver.

      12.4  Publicity.  All notices to third  parties and all other  publicity
concerning the  transactions  contemplated  by this Agreement shall be jointly
planned,  coordinated,  and  released  by and  between  the  parties  to  this
Agreement.  None of the parties shall act  unilaterally in this regard without
the prior written  approval of the other;  however,  the approval shall not be
unreasonably withheld.

      12.5  Records.  The parties to this  Agreement  agree to make  available
to each other,  all financial or other records relating to any period prior to
the  Closing  Date in their  respective  possession  which  may be  reasonably
required by the other party.

      12.6  Limited  Recourse.   Notwithstanding   anything  to  the  contrary
contained herein or elsewhere, no general partner,  limited partner,  officer,
director,  stockholder,  employee,  agent, servant, or other representative of
any party to this  Agreement  (each an  "Individual")  shall have any personal
liability  for  the  performance  of any  obligations,  or in  respect  of any
liability,  of any of the  parties  under this  Agreement,  and no monetary or
other  judgment  shall be sought or enforced  against any such  Individuals or
their assets.

      12.7  Counterparts.  This  Agreement  may be  executed  in  one or  more
counterparts,  each of which  shall be  deemed  an  original,  but all of such
counterparts shall constitute but one agreement.

      12.8  Transactions  Considered Taken. All of the transactions  described
herein  shall be taken in the  order  that  they are set  forth in  Article  2
through  10 of this  Agreement,  but  shall  be  deemed  to have  taken  place
simultaneously.

      12.9  Captions.  The  captions  in this  Agreement  are for  convenience
only and  shall not be  considered  a part of or affect  the  construction  or
interpretation  of any provision of this  Agreement.  The  Schedules  attached
hereto shall constitute a part of this Agreement.

      12.10 Governing  Law.  This  Agreement and the legal  relations  between
the parties  hereto shall be governed by, and  construed in  accordance  with,
the laws of the State of Texas without  regard to the  principles of conflicts
of laws. The covenants  contained  herein are performable in, and are intended
to be performed in, Tarrant County, Texas.

      12.11 Binding  Effect.  All covenants and  agreements  contained in this
Agreement  shall bind and inure to the benefit of, and be enforceable  by, the
successors and assigns of the parties hereto.

      12.12 Severability.    Any   article,   section,   subsection,   clause,
sentence,  paragraph,  or  provision  of this  Agreement  held  by a court  of
competent  jurisdiction  to be  invalid,  illegal,  or  ineffective  shall not
impair,  invalidate,  or nullify  the  remainder  of this  Agreement,  but the
effect thereof shall be confined to the article, section, subsection,  clause,
sentence  paragraph,  or  provision  so  held  to  be  invalid,   illegal,  or
ineffective.

      12.13 Non-Waiver.  No breach of any of the terms or  provisions  of this
Agreement shall be deemed  consented to or excused,  nor shall the validity or
performance of any  representation,  promise,  or undertaking herein be deemed
waived,  nor  any  delay  in or  deviation  from  the  time or  manner  of any
performance  be deemed  consented to unless such  consent,  excuse,  or waiver
shall be in  writing  and  signed  by the  party  claimed  to have  consented,
excused,  or waived. Any such consent,  excuse, or waiver shall not constitute
a consent  to,  waiver  of, or excuse  for any other  similar  or  dissimilar,
breach, delay, or deviation.

      IN  WITNESS  WHEREOF,  this  Agreement  has  been  executed  by  a  duly
authorized  officer of each of the  parties  hereto,  all as of the date first
above written.

                              FFP PARTNERS MANAGEMENT COMPANY, INC.


                              By:   /s/ John H. Harvison                      
                                    John H. Harvison, Chairman of the Board

                              FFP PARTNERS, L.P.

                              By:   FFP PARTNERS MANAGEMENT COMPANY,  INC., as
                                    General Partner


                                    By:   /s/ John H. Harvison                
                                          John H.  Harvison, Chairman of the
                                             Board

                              THE HARVISON FAMILY

                              Economy Oil Company


                              By:   /s/ John H. Harvison                      
                                    John H. Harvison, President

                              Hi-Lo Distributors, Inc.


                              By:   /s/ John H. Harvison                      
                                    John H. Harvison, Vice President

                              Gas-Go, Inc.


                              By:   /s/ John H. Harvison                      
                                    John H. Harvison, President

                              Swifty Distributors


                              By:   /s/ John H. Harvison                      
                                    John H. Harvison, Vice President


                             Hi-Lo Corporation


                              By:   /s/ John H. Harvison                      
                                    John H. Harvison, President

                              Thrift Distributors, Inc.


                              By:   /s/ John H. Harvison                      
                                    John H. Harvison, President

                              Thrift Wholesale Company


                              By:   /s/ John H. Harvison                      
                                    John H. Harvison, President

                              Thrift-Way, Inc.


                              By:   /s/ John H. Harvison                      
                                    John H. Harvison, Vice President

                              Gas-N-Sav, Inc.


                              By:   /s/ John H. Harvison                      
                                    John H. Harvison, Vice President

                              Nu-Way Energy Corporation


                              By:   /s/ John H. Harvison                      
                                    John H. Harvison, Vice President

                              Southway, Inc.


                              By:   /s/ John H. Harvison                      
                                    John H. Harvison, President