Exhibit 3.2
                            THIRD AMENDMENT TO THE
                             AMENDED AND RESTATED
                      AGREEMENT OF LIMITED PARTNERSHIP OF
                              FFP PARTNERS, L.P.

      This Third  Amendment  (this  "Amendment")  to the Amended and  Restated
Agreement of Limited Partnership of FFP Partners,  L.P. (the "Partnership") is
effective  as of the 28th day of  December,  1997,  by and among FFP  Partners
Management  Company,  Inc. a Delaware  corporation,  as the  outgoing  General
Partner of the  Partnership  ("FFPMC"),  FFP Real Estate  Trust,  a Texas real
estate  investment trust, as the incoming General Partner (the "REIT") and the
Limited  Partners  of the  Partnership  as  reflected  on the  records  of the
Partnership.

      The  Partnership  was formed by the filing of a  certificate  of limited
partnership  with the  Secretary  of State of Delaware on  December 31,  1986.
The  agreement  of limited  partnership  was amended  and  restated on May 21,
1987, and further  amended by the First  Amendment to the Amended and Restated
Agreement  of  Limited  Partnership  dated  August 14,  1989,  and the  Second
Amendment to the Amended and Restated  Agreement of Limited  Partnership dated
July 12,  1991, and as it currently  exists is referred to as the "Partnership
Agreement."  Terms used in this  Amendment  and not otherwise  defined  herein
shall have the meanings given them in the Partnership Agreement.

      FFPMC is now the General Partner of the Partnership.

      The Board of  Directors  of FFPMC has  approved a  restructuring  of the
Partnership,  as a result of  which,  upon the  occurrence  of  certain  later
events,  the REIT will  become  the  General  Partner of the  Partnership  and
Limited  Partners will be able to have their Units  redeemed for cash or Units
of the REIT, in the discretion of the REIT.

      To  facilitate  the operation and trading of the REIT, to the benefit of
the Limited  Partners,  the Board of  Directors  of FFPMC has  approved  these
amendments to the Agreement.

      Limited  Partners  whose  Percentage  Interests  constitute at least the
minimum  amount of Percentage  Interests  necessary to approve the  amendments
have approved the amendments.

      FFPMC,  acting on behalf of itself and on behalf of the Limited Partners
pursuant to the power of attorney  contained in Section 1.4 of the Partnership
Agreement, and the REIT, as the incoming General Partner,  therefore desire to
amend the Amended and Restated  Agreement of Limited  Partnership  pursuant to
Article XV thereof.

      NOW THEREFORE, the Agreement is amended as follows:

1.    Article II,  "Definitions,"  is hereby  amended by the  inclusion  of or
changes to the following terms:

            "Adoption  Date"  means  the  effective  date of the  REIT's
      election  to be  taxed  as a  real  estate  investment  trust  for
      purposes of the Code, as  determined by the Trust  Managers of the
      REIT by duly adopted resolution.

            "Associated  Persons" means (i) a Trust  Manager,  director,
      officer  or  employee  of the REIT,  the  General  Partner  or the
      Partnership;  (ii) any  entity in which such  Person  directly  or
      indirectly  owns  more  than a 10%  interest;  (iii) any  trust or
      estate in which such Person has a substantial  beneficial interest
      or a to which such Person  serves as trustee;  or (iv) any  member
      of the immediate family of such Person.

            "Cash  Amount"  means an  amount  of cash  equal to the REIT
      Share Price  on the Valuation Date of the REIT Shares Amount.

            "Conversion  Factor" means 1.0; provided,  however,  that if
      the REIT  (i) declares or pays a dividend on its outstanding  REIT
      Shares in REIT  Shares or makes a  distribution  to all holders of
      its  outstanding  REIT Shares in REIT Shares,  (ii) subdivides its
      outstanding  REIT Shares or  (iii) combines  its outstanding  REIT
      Shares  into a  smaller  number  of REIT  Shares,  the  Conversion
      Factor  shall be adjusted by  multiplying  the  Conversion  Factor
      then in effect by a fraction,  the numerator of which shall be the
      number of REIT Shares  issued and  outstanding  on the record date
      for such dividend or  distribution  or the effective date for such
      subdivision or  combination  (assuming for such purposes that such
      dividend  or  distribution  or  such  subdivision  or  combination
      occurred as of such time),  and the  denominator of which shall be
      the actual  number of REIT  Shares  (determined  without the above
      assumption)  issued and  outstanding  on the record  date for such
      dividend  or   distribution   or  the  effective   date  for  such
      subdivision  or  combination.  Any  adjustment  to the  Conversion
      Factor shall become  effective  immediately  after the record date
      for such dividend or  distribution  or the effective  date of such
      subdivision or combination.

            "Declaration  of Trust"  means the  Declaration  of Trust of
      the REIT,  as  amended  from time to time in  accordance  with its
      terms.

            "Effective Date" means the date of this Amendment.

            "General  Partner"  means the REIT,  or its successor in its
      capacity as general partner of the Partnership.

            "Independent  Trust  Manager"  means a Trust  Manager who is
      not an employee of the REIT or of any Affiliate of the REIT.

           "New  Securities"   means  (i) for  the   Partnership,   any
      additional Partnership Interests or rights,  options,  warrants or
      convertible  or  exchangeable   securities  having  the  right  to
      subscribe for or purchase  Partnership  Interests issued after the
      Effective Date and (ii) for the REIT,  any additional  REIT Shares
      (other  than  REIT  Shares  issued  pursuant  to  Section  7.6) or
      rights,   options,   warrants  or  convertible   or   exchangeable
      securities  having the right to  subscribe  for or  purchase  REIT
      Shares issued after the Effective Date.

            "Operating  Partnership" means FFP Properties,  L.P. and any
      other partnerships,  corporations,  limited liability companies or
      other entities through which the Partnership does business.

            "Properties"  means  interests in the Operating  Partnership
      and other  interests in real property  acquired by the Partnership
      from time to time.

            "QRS" means any  "qualified  REIT  subsidiary" as defined in
      Section 856(i)(2) of the Code.

            "Redeeming  Partner"  has the  meaning  set forth in Section
      7.6(a).

            "Redemption  Amount"  means the Cash  Amount or REIT  Shares
      Amount,  as  determined  by the  General  Partner  in its sole and
      absolute  discretion.  A  Redeeming  Partner  shall have no right,
      without the REIT's  consent,  to receive the Redemption  Amount in
      the form of the REIT Shares Amount.

            "Redemption    Notice"   means   the    Redemption    Notice
      substantially in the form of Exhibit A to this Agreement.

            "Redemption  Right"  shall  have the  meaning  set  forth in
      Section 7.6(a).

            "Real   Estate   Investment   Trust"  means  a  real  estate
      investment trust under section 856 of the Code.

            "REIT"  means FFP Real  Estate  Trust,  a Texas real  estate
      investment trust.

            "REIT Common Share" means common shares,  par value $0.01 of
      the REIT.

            "REIT  Preferred  Share" means preferred  shares,  par value
      $0.01 of the REIT

            "REIT  Share"  means  either a REIT  Common  Share or a REIT
      Preferred Share, as the context requires.

            "REIT Share Price"  means,  as of any date of  determination
      (a) if the REIT  Shares are listed or  admitted  to trading on one
      or more  National  Securities  Exchanges,  the average of the last
      reported  sale price per REIT Share  regular  way,  or, in case no
      such  reported  sale has taken place on any such day,  the average
      of the last  reported bid and asked prices per REIT Share  regular
      way, in either case on the principal National  Securities Exchange
      on which the REIT Shares are listed or  admitted  to trading,  for
      the  four  trading  days   immediately   preceding   the  date  of
      determination,  (b) if the REIT  Shares are not listed or admitted
      to  trading on a National  Securities  Exchange  but are quoted on
      NASDAQ,  the  average of the  closing bid price per REIT Share for
      the  four  trading  days   immediately   preceding  such  date  of
      determination,  as  furnished  by the  National  Quotation  Bureau
      Incorporated,   or  other  such  nationally  recognized  quotation
      service  as may  be  selected  by the  General  Partner  for  such
      purpose if said Bureau is not at the time  furnishing  quotations,
      or  (c) if  the  REIT  Shares  are not  listed  for  trading  on a
      National  Securities Exchange or quoted by NASDAQ, an amount equal
      to the  fair  market  value  of a REIT  Share  as of such  date of
      determination,  as  determined  by the General  Partner  using any
      reasonable method of valuation.

            "REIT  Shares  Amount"  shall  mean a number of REIT  Shares
      equal  to  the  product  of  the  number  of  Shares  offered  for
      redemption by a Redeeming  Partner,  multiplied by the  Conversion
      Factor; provided,  however, that if the REIT issues to all holders
      of  REIT  Shares  rights,  options,  warrants  or  convertible  or
      exchangeable  securities  entitling the  shareholders to subscribe
      for or  purchase  the  REIT  Shares  or any  other  securities  or
      property,  the value of which is not  included in the value of the
      REIT  Shares  (collectively,  the  "Rights")  then the REIT Shares
      Amount  shall also include the Rights that a holder of that number
      of REIT Shares would be entitled to receive.

            "REIT  Termination  Date" means the first day after the date
      on which at least a majority  of the  Independent  Trust  Managers
      determine by duly adopted  resolution  that it is no longer in the
      best  interests of the REIT to attempt to qualify as a real estate
      investment trust.

            "Specified  Redemption  Date" means the tenth  Business  Day
      after receipt by the General Partner of a Redemption Notice.

            "Trust  Managers"  means the trust  managers of the REIT, as
      elected and qualified from time to time.

            "Valuation  Date" means the date of receipt by the REIT of a
      Redemption  Notice  or, if such date is not a  Business  Day,  the
      first Business Day thereafter.

2.    Article II,  "Definitions,"  shall be amended,  on the Adoption Date, by
deleting the  definition  "Unit Price" in its entirety  and,  thereafter,  all
references  in the  Partnership  Agreement to Unit Price shall be deemed to be
references to REIT Share Price.

3.    Article III,  "Purpose," is hereby  deleted in its entirety and replaced
by the following:

            "(a)  Purpose.  The purpose and business of the  Partnership
      shall  be any  business  which  may  be  lawfully  conducted  by a
      limited  partnership  organized  pursuant  to  the  Delaware  Act,
      including,   without  limitation,   directly  or  indirectly,  the
      (i) owning,  operating,  maintaining,  administering,  developing,
      holding,  improving,  rehabilitating,   redeveloping,  renovating,
      expanding,  leasing, mortgaging,  selling,  exchanging,  disposing
      of, and  generally  dealing in and with,  real  estate and related
      assets  and  any  other   property   owned  by  the   Partnership,
      (ii) financing  or refinancing for any of the foregoing  purposes,
      or  for  any  other  purpose  in  furtherance  of,  or  necessary,
      convenient,  or incidental to the business or  requirements of the
      Partnership,   (iii) seeking  to  acquire,  acquiring,   obtaining
      options or other  rights to acquire  (pursuant  to a purchase  for
      cash and/or other consideration,  exchange,  merger,  contribution
      to the capital of the Partnership,  or otherwise) interests in, or
      in Persons owning,  or owning an interest or interests in property
      or properties  in  anticipation  of developing  same, or any other
      property as shall be specifically,  in all such cases,  designated
      from  time to time by the  REIT,  (iv) holding  an  interest  as a
      partner  (general  and/or  limited),  member or  shareholder  in a
      management leasing,  development,  administrative or other service
      company,  including  interests  incidental to such interests,  and
      (v) engaging in any other  activities  (including the ownership of
      property that is in  furtherance  of or necessary or incidental or
      related to any of the foregoing).

            (b)   Real    Estate    Investment    Trust    Requirements.
      Notwithstanding   anything  to  the  contrary  contained  in  this
      Agreement,  from the Adoption Date and until the REIT  Termination
      Date and for so long as the  REIT is a  Partner,  the  Partnership
      shall operate in such a manner and the  Partnership  shall take or
      omit to take all  actions as may be  necessary  (including  making
      appropriate  distributions from time to time), so as to permit the
      REIT (i) to continue to qualify as a Real Estate  Investment Trust
      under  Sections  856  through  860 of the  Code  so  long  as such
      requirements  exist and as such  provisions  may be  amended  from
      time to time, or  corresponding  provisions of succeeding law (the
      "REIT  Requirements"),  and (ii) to  minimize  its exposure to the
      imposition of an excise tax under  Section  4981(a) of the Code or
      a tax under Section  857(b) of the Code, so long as such taxes may
      be imposed  and as such  provisions  may be  amended  from time to
      time, or  corresponding  provisions of succeeding law, each of (i)
      and (ii) to at all times be  determined  (a) as if the REIT's sole
      asset is its Partnership  Interest,  and (b) without regard to the
      action or inaction of the REIT with respect to  distributions  (by
      way of dividends or otherwise) and the timing thereof."

4.    Article IV, "Capital  Contributions," is hereby amended to include a new
Section 4.11 in its entirety as follows:

      "4.11 New Securities.  Notwithstanding  anything to the contrary in this
Agreement:

                  (a)   New Securities of the  Partnership may not
            be issued to the General  Partner unless either (1)(A)
            the New  Securities of the  Partnership  are issued in
            connection  with the grant,  award or  issuance of New
            Securities   of  the  REIT  that  have   designations,
            preferences  and other  rights such that the  economic
            interests  attributable  to such New Securities of the
            REIT are  substantially  similar to the  designations,
            preferences  and other rights of the New Securities of
            the  Partnership  issued  to the REIT and (B) the REIT
            shall make a capital  contribution  to the Partnership
            in an amount equal to the proceeds,  if any, raised in
            connection  with the  issuance of such New  Securities
            of   the   REIT   (subject   to   actual   or   deemed
            reimbursement of any expenses,  including underwriting
            discount,  commissions,  or fees by the Partnership to
            the General  Partner  pursuant to Section 6.5), or (2)
            the New  Securities of the  Partnership  are issued to
            all  Partners  in  proportion   to  their   respective
            Percentage Interests in the Partnership.

                  (b)   The  REIT  may not  grant,  award or issue
            New  Securities  of the REIT other than to all holders
            of REIT  Shares  unless  (i) the  REIT shall cause the
            Partnership  to issue to the  REIT New  Securities  of
            the Partnership having  designations,  preferences and
            other  rights,  all such that the  economic  interests
            are  substantially  the  same  as  those  of  the  New
            Securities  of the REIT;  and  (ii) the  REIT  makes a
            capital   contribution   to  the  Partnership  of  the
            proceeds  from the grant,  award or  issuance  of such
            New  Securities  of the REIT  (subject  to  actual  or
            deemed   reimbursement  of  any  expenses,   including
            underwriting  discount,  commission  or  fees  by  the
            Partnership  to the REIT  pursuant  to  Section  6.5).
            Without limiting the foregoing,  the REIT is expressly
            authorized  to grant,  award or issue  New  Securities
            for less  than  fair  market  value,  and to cause the
            Partnership   to  issue  to  the  REIT   corresponding
            Partnership  Interests,  so long as the REIT concludes
            in  good  faith  that  such  issuance  is in the  best
            interests of the Partnership."

5.    Article V, "Allocation and Distribution," is hereby amended as follows:

      Section 5.1(a) is hereby replaced in its entirety with the following:

      "For purposes of  maintaining  the Capital  Accounts and in  determining
the rights of the Partners among themselves,  except as otherwise  provided in
this Section 5.1,  Operating  Income,  Operating Loss, and all items of income
gain,  loss and deduction from a Terminating  Capital  Transaction  recognized
during a fiscal year of the Partnership  shall be allocated among the Partners
in accordance with their respective Percentage Interests."

      Section 5.3(a) is hereby replaced in its entirety with the following:

      "(a)  The General  Partner may from time to time in its sole  discretion
cause the  Partnership to distribute  cash,  Units,  and other property to the
Partners in accordance with their  Percentage  Interests;  provided,  however,
that the proceeds from a Terminating  Capital Transaction shall be distributed
solely in  accordance  with Article XIV,  after the  allocation of any item of
income,   gain,  loss  or  deduction  with  respect  thereto  and  concomitant
adjustment  in  the   Partners'   Capital   Accounts  as  a  result   thereof.
Notwithstanding  the  foregoing,  from the  Adoption  Date and  until the REIT
Termination   Date,  the  REIT  shall  use  its  best  efforts  to  cause  the
Partnership  to  distribute  sufficient  amounts of cash to the REIT to enable
the REIT to pay shareholder  dividends that will  (a) satisfy the distribution
requirements for  qualification as a Real Estate Investment Trust as set forth
in Section  857 of the Code and  (b) avoid  any  federal  income or excise tax
liability being imposed on the REIT by the Code;  provided,  however,  that in
no event may a Partner  receive a distribution  of cash with respect to a Unit
if such  Partner  is  entitled  to  receive a  distribution  of such cash with
respect to a REIT Share for which such Unit has been redeemed or exchanged."

      Sections 5.3(c) and (d) are hereby deleted in their entirety.

      Effective  on the  Adoption  Date,  Section  5.3(e)  is  deleted  in its
entirety.

6.    Article VI,  "Management  and Operation of Business," is hereby  amended
as follows:

      The following is hereby added at the end of Section 6.1(a):

"and  (xiii) the taking of any such other  action,  executing,  acknowledging,
swearing to or delivering such other documents or instruments,  and performing
any  and  all  other  acts  that  the  General   Partner  deems  necessary  or
appropriate  for the formation,  continuation  and conduct of the business and
affairs  of  the  Partnership  (including,  without  limitation,  all  actions
consistent  with  allowing  the REIT at all times to qualify as a Real  Estate
Investment Trust from the Adoption Date to the REIT  Termination  Date) and to
possess  and enjoy all of the  rights  and  powers  of a  general  partner  as
provided by the Act."

      Section 6.5(b) is hereby replaced in its entirety with the following:

      "(b)  The REIT shall be reimbursed for all expenses,  disbursements  and
advances  incurred  or  made  in  connection  with  the  organization   and/or
reorganization of the Partnership,  the Operating Partnership and/or the REIT,
the  qualification of the  Partnership,  the Operating  Partnership,  the REIT
and/or the General Partner to do business,  any initial or subsequent offering
of REIT Shares by the REIT and any other  issuance of  additional  Partnership
Interests, REIT Shares or New Securities."

      The next to last sentence of Section 6.5(c) is hereby  replaced with the
following:

      "The Limited  Partners  acknowledge that the REIT's sole business is the
ownership of Partnership  Interests and related assets in connection  with the
operation of the  Partnership and that all of the REIT's expenses are incurred
for the benefit of the Partnership."

      Section 6.5(d) is hereby replaced in its entirety with the following:

      "(d)  The REIT in its sole  discretion  and without the  approval of the
Limited  Partners  may  propose  and  adopt  benefit  plans,  including  plans
involving the issuance of Partnership Interests,  for the benefit of employees
of the General Partner,  the REIT, the Operating  Partnership or any Affiliate
of any of them in respect of services performed,  directly or indirectly,  for
the benefit of the Partnership, the REIT or the Operating Partnership."

      Section 6.6 (a) is hereby replaced in its entirety with the following:

      "(a)  Other than by means of the REIT,  the  Partnership  and the REIT's
interest in other Persons,  including the Operating Partnership,  no executive
officer  of the  General  Partner,  nor any  Person  in which  such  executive
officer directly or indirectly holds a controlling interest,  may own, operate
or manage,  or have any equity  interest in any Person  owning,  operating  or
managing  convenience  stores  or  retail  gasoline  facilities,  unless  such
ownership or operation  is first  approved by a majority of the  disinterested
directors of the General  Partner.  The foregoing shall not be deemed to apply
to the  ownership  by any  executive  officer  or any  member of his family of
equity securities of any publicly-held  entity in the same or similar business
as the REIT,  the  Partnership  or the  Operating  Partnership,  provided such
equity  ownership  by any  such  Person  does  not  exceed  10%  of the  total
outstanding voting securities of such entity.

      The following Subsections are added in their entirety:

      "(c)  Notwithstanding  Subsections  (a) and (b) of this Section 6.6, the
REIT may engage in any and all  activities  required  by, and relating to, the
exchange of ownership on the Effective Date.

      (d)   During the term of the  Partnership,  the REIT shall not  directly
or indirectly  enter into or conduct any  business,  other than as the General
Partner  or a  Limited  Partner  and the  management  of the  business  of the
Partnership,  and such  activities  as are  incidental  thereto,  and the REIT
shall not  directly or  indirectly  enter into or conduct any  business  other
than in connection  with the making of loans or guarantee of loans made to the
Partnership  as set  forth in  Section  6.8,  the  ownership,  acquisition  or
disposition  of  Partnership  Interests  as a General  Partner or as a Limited
Partner,  the  ownership  of the stock of one or more QRSs as may be necessary
to  facilitate   acquisitions  by  or  loans  for  the  Partnership  and  such
activities  as are  incidental  thereto or to the  business  of the REIT,  the
Partnership  or any  QRS.  The REIT  shall  not  incur  any  indebtedness  for
borrowed  money unless the proceeds  from such  borrowing  are reloaned to the
Partnership  on the same terms and  conditions  as the  borrowing by the REIT.
The REIT  shall not own any  assets  other  than  Partnership  Interests  as a
General  Partner  or  as  a  Limited  Partner  and  debt  obligations  of  the
Partnership,  stock and debt  obligations  of one or more QRSs  formed for the
purposes  set forth above and such bank  accounts and similar  instruments  as
may  be  necessary  to  carry  out  the  responsibilities  set  forth  in  its
organizational documents as in effect on the Effective Date of this Agreement.

      (e)   During  the term of the  Partnership,  the REIT will not engage in
any  action  that  would  result  in  the  REIT  owning  any  real  estate  or
improvements  thereon  other  than  through  the  Partnership  (or  through an
interest in any Person that is directly or  indirectly  owned or controlled by
the  Partnership  and,  except to the extent that the formation of one or more
QRSs is required to cause such Person to be classified  as a  partnership  for
federal  income tax  purposes,  the REIT's  entire  economic  interest in such
Person is owned through the  Partnership)  or conduct any business  other than
directly or indirectly through the Partnership.

      (f)   If the REIT purchases  REIT Shares,  then the REIT shall cause the
Partnership  to  purchase  from the REIT  that  number  of Units  equal to the
product of the number of REIT Shares to be  purchased  by the REIT (and/or the
General  Partner)  multiplied by the  Conversion  Factor on the same terms and
for the same aggregate price that the REIT purchased such REIT Shares."

      The following Section 6.12(c) is hereby added in its entirety:

      "(c)  From the  Adoption  Date and  until  the  REIT  Termination  Date,
notwithstanding  any other provisions of this Agreement or the Act, any action
of the  REIT on  behalf  of the  Partnership  or any  decision  of the REIT to
refrain  from  acting  on behalf of the  Partnership,  undertaken  in the good
faith  belief that such action or omission is  necessary or advisable in order
(i) to protect the ability of the REIT to qualify as a real estate  investment
trust or (ii) to allow the REIT to avoid  incurring  any  liability  for taxes
under  Section 857 or Section 4981 of the Code, is expressly  authorized under
this Agreement and is deemed approved by all of the Limited Partners."

      Section  6.14,  "Maintenance  of Net  Worth"  is hereby  deleted  in its
entirety

7.    Article VII,  "Rights and  Obligations  of Limited  Partners," is hereby
amended to include a new Section 7.6 in its entirety as follows:

      7.6   Redemption Rights.

     "a)   (i) Except as provided  in Sections  7.6 (b) and (c) and except as
may  otherwise be prohibited  by the  Securities  Act, on or at any time after
the Adoption Date and until the REIT  Termination  Date, each Limited Partner,
other than the REIT shall have the right (the  "Redemption  Right") to require
the  Partnership to redeem on a Specified  Redemption Date all or a portion of
the Units held by such Limited Partner at a redemption  price equal to, and in
the form of the Cash  Amount  to be paid by the  Partnership.  The  Redemption
Right shall be exercised  pursuant to a Redemption  Notice (a form of which is
attached as Exhibit A  hereto)  delivered  to the REIT by the Limited  Partner
who is exercising the Redemption  Right (the "Redeeming  Partner");  provided,
however,  that  the  Partnership  shall  not  be  obligated  to  satisfy  such
Redemption  Right if the REIT  purchases the Units  subject to the  Redemption
Notice  pursuant to Section  7.6(a)(ii).  A Limited  Partner may not  exercise
the  Redemption  Right for less than 100  Units  or, if such  Limited  Partner
holds less than 100  Units,  all of the Units  held by such  Limited  Partner.
The  Redeeming  Partner  shall  have no right,  with  respect  to any Units so
redeemed,  to receive any  distributions  paid after the Specified  Redemption
Date if the  Partnership  Record  Date for  that  distribution  is  after  the
Specified  Redemption  Date. The Assignee of any Limited  Partner may exercise
the rights such Limited  Partner has pursuant to this  Section  7.6(a)(i)  (in
which case the Assignee  will be the  "Redeeming  Partner" for the purposes of
the rights and  restrictions  contained in this  Section 7.6) and such Limited
Partner  shall be deemed to have  assigned  such rights to such  Assignee  and
shall  be bound by the  exercise  of such  rights  by such  Limited  Partner's
Assignee.  In connection  with any exercise of such rights by such Assignee on
behalf of such Limited  Partner,  the  Redemption  Amount shall be paid by the
Partnership directly to such Assignee and not to such Limited Partner.

            (ii)  Notwithstanding  the  provisions  of  Section  7.6(a)(i),  a
Limited  Partner or Assignee who exercises a Redemption  Right shall be deemed
to have offered to sell the Units  described in the  Redemption  Notice to the
REIT, and the REIT may, in its sole and absolute  discretion,  assume directly
and  satisfy  a  Redemption  Right by  paying  to the  Redeeming  Partner  the
Redemption Amount on the Specified  Redemption Date,  whereupon the REIT shall
acquire the Units offered for  redemption  by the Redeeming  Partner and shall
be treated for all purposes of this  Agreement as the owner of such Units.  If
the REIT shall  exercise  its right to  satisfy  the  Redemption  Right in the
manner  described in the preceding  sentence,  the  Partnership  shall have no
obligation  to pay any amount to the  Redeeming  Partner  with respect to such
Redeeming  Partner's  exercise  of  the  Redemption  Right  and  each  of  the
Redeeming  Partner and the  Partnership,  shall treat the transaction  between
the  REIT  and the  Redeeming  Partner  as a sale of the  Redeeming  Partner's
Partnership  Units  to  the  REIT  for  federal  income  tax  purposes.   Each
Redeeming  Partner agrees to execute such documents as the REIT may reasonably
require in  connection  with the  issuance of REIT  Shares upon the  Partner's
exercise  of the  Redemption  Right.  If the REIT elects to assume and satisfy
the  Redemption  Right,  the REIT may  deliver  REIT  Shares as payment of the
Redemption  Amount  to the  Limited  Partner  only  if  the  REIT  Shares  are
registered  for sale to the public under  applicable  securities  laws, to the
extent required.

            (iii) Notwithstanding   the  provisions  of  Section   7.6(a)(i),a
Limited  Partner or Assignee  shall not be  entitled to exercise a  Redemption
Right  pursuant to Section  7.6(a)(i)  if the  delivery of REIT Shares to such
Limited  Partner or  Assignee  by the REIT on the  Specified  Redemption  Date
pursuant to Section  7.6(a)(ii)  (regardless  of whether  the REIT  would,  in
fact,  exercise its rights under Section  7.6(a)(ii)) would cause such Limited
Partner or Assignee to violate the  Ownership  Limit or any other terms of the
REIT's  Declaration of Trust.  The REIT, in its sole and absolute  discretion,
however,  may elect to acquire  such  Units in  exchange  for the Cash  Amount
attributable to such Units.

            (iv)  Notwithstanding  the  provisions  of  Section  7.6(a)(i),  a
Limited  Partner or Assignee  shall not be entitled to exercise the Redemption
Right  pursuant to Section  7.6(a)(i)  if the  delivery of REIT Shares to such
Limited  Partner or  Assignee  by the REIT on the  Specified  Redemption  Date
pursuant to  Section 7.6(a)(ii)  (regardless  of whether  the REIT  would,  in
fact,  exercise its rights under Section 7.6(a)(ii)) would be prohibited under
applicable law.

            (v)   If the  Redemption  Right  is  satisfied  by the REIT by the
delivery of REIT Shares,  the  Redeeming  Partner  shall be deemed to become a
holder of REIT Shares as of the close of business on the Specified  Redemption
Date.

      (b)   Each Limited  Partner and Assignee  covenants  and agrees with the
REIT  that all  Units  delivered  for  redemption  shall be  delivered  to the
Partnership  or the REIT free and clear of all  liens,  and  should  any liens
exist or arise with respect to such Units,  neither the  Partnership,  nor the
REIT shall be under any obligation to acquire the same.  Each Limited  Partner
and Assignee further agrees that, if any state or local property  transfer tax
is payable as a result of the transfer of its Units to the  Partnership or the
REIT,  such Limited  Partner or Assignee  shall  assume and pay such  transfer
tax, and neither the  Partnership  nor the REIT shall have any  obligation  to
complete the transfer until such transfer tax has been paid.

      (c)   If more than one Unit  shall be  redeemed  for REIT  Shares at the
same time by the same Redeeming  Partner,  the number of full REIT Shares that
shall be issuable upon the exercise  thereof shall be computed on the basis of
the  aggregate  number of REIT Shares  represented  by the Units so presented.
If any fraction of a REIT Share would be issuable  upon the  redemption of any
Units,  the  Partnership  or the REIT shall pay an amount in cash equal to the
value of a REIT Share multiplied by such fraction.

      (d)   Nothing   contained  in  this  Agreement  shall  be  construed  as
conferring  upon the  holders  of the Units  the  right to vote or to  receive
dividends  or other  distributions  or to  consent  or to  receive  notice  as
shareholders  in respect of any meeting of  shareholders  for the  election of
Trust Managers or any other matter,  or any rights  whatsoever as shareholders
of the REIT prior to the issuance of REIT Shares on the  Specified  Redemption
Date.  The REIT hereby agrees to reserve for issuance  sufficient  REIT Shares
to satisfy the Redemption Amount for all Limited Partners."

8.    Article XI,  "Transfer  of  Interests"  is hereby  amended by adding the
following Sections in their entirety as follows:

      "11.9 Restrictions  on Transfer of Units.  Notwithstanding  the terms of
this  Article  XI,  after  the  date to be set  forth  by the  Board  of Trust
Managers  (such date to be no earlier than the Adoption  Date,) no outstanding
Unit  may be sold,  pledged,  hypothecated  or  otherwise  transferred  to any
Person,  other than to the REIT or the Partnership pursuant to Section 7.6, or
a pledge,  hypothecation or encumbrance of Units by the REIT unless,  prior to
such  transfer,  such Unit is exchanged for REIT Shares  pursuant to the terms
of Section 7.6.

      Section 11.10  Restrictions  on  Ownership,  Transfer,  Acquisition  and
Redemption of Units.

      (a)   Sections  11.10  through 11.15 hereof shall be in effect until the
Adoption Date, after which date Sections 11.9 through 11.15 shall apply.

      (b)   Definitions.  For  purposes  of  Sections  11.10  and  11.11,  the
following terms shall have the following meanings:

            "Acquire"   shall   mean  the   acquisition   of   Beneficial   or
Constructive Ownership of Units by any means,  including,  without limitation,
the exercise of any rights under any option,  warrant,  convertible  security,
pledge or other  security  interest  or similar  right to acquire  Units,  but
shall not include the acquisition of any such rights unless, as a result,  the
acquiror would be considered a Constructive  Owner.  The terms  "Acquires" and
"Acquisition" shall have correlative meanings.

            "Beneficiary"  shall mean a beneficiary  of the Excess Units Trust
as determined pursuant to paragraph (a) of Section 11.11.

            "Closing  Price"  on any day  shall  mean  the  last  sale  price,
regular  way on such day,  or, if no such sale  takes  place on that day,  the
average of the closing bid and asked  prices,  regular  way, in either case as
reported  on the  principal  consolidated  transaction  reporting  system with
respect to  securities  listed or  admitted to trading on the  American  Stock
Exchange,  or if the  affected  class or  series  of Units is not so listed or
admitted  to  trading on the  American  Stock  Exchange,  as  reported  in the
principal   consolidated   transaction   reporting   system  with  respect  to
securities  listed  on  the  principal  United  States   securities   exchange
registered  under the  Securities  Exchange  Act of 1934 on which the affected
class or series of Units is listed or admitted to trading or, if the  affected
class or series of Units is not so listed or  admitted  to  trading,  the last
quoted  price or, if not  quoted,  the  average  of the high bid and low asked
prices  on  NASDAQ  or any other  nationally  recognized  automated  quotation
system  then in use,  or, if the  affected  class or series of Units is not so
quoted by any such system,  the average of the closing bid and asked prices as
furnished  by a  professional  market  maker  selected by the General  Partner
making a market in the affected  class or series of Units,  or, if there is no
such market maker or such closing  prices  otherwise  are not  available,  the
fair market value of the affected  class or series of Units as of such day, as
determined by the General Partner in its discretion.

            "Constructive  Ownership"  shall  mean  ownership  of  Units  by a
Person who would be  treated as an owner of such  Units,  either  actually  or
constructively,  directly or  indirectly,  through the  application of Section
318 of the Code,  as  modified  by Section  7704(d)(3)(B)  thereof.  The terms
"Constructive   Owner,"   "Constructively   Own,"  "Constructively  Owns"  and
"Constructively Owned" shall have correlative meanings.

            "Conversion  Date" shall mean the first date that limited partners
of FFP  Partners,  L.P.  are  permitted  or required to exchange  units of FFP
Partners, L.P. for REIT Common Shares.

            "Excess   Units"  shall  mean  Units   exchanged  as  provided  in
paragraph (d) of this Section 11.10.

            "Excess  Units  Trust"  shall mean the trust  created  pursuant to
paragraph (a) of Section 11.11.

            "Excess Units Trustee"  shall mean the  Partnership as trustee for
the Excess Units Trust, and any successor trustee appointed by the Trust.

            "Market  Price" on any day shall mean the  average of the  Closing
Prices for the ten (10) consecutive  Trading Days  immediately  preceding such
day (or those days  during  such 10-day  period for which  Closing  Prices are
available).

            "Ownership  Limit" shall mean 4.9 percent of the outstanding Units
of the Partnership.

            "Person"  shall  mean  an  individual,  corporation,  partnership,
estate,  trust (including a trust qualified under Section 401(a) or 501(c)(17)
of the  Code),  a portion of a trust  permanently  set aside for or to be used
exclusively  for  the  purposes  described  in  Section  642(c)  of the  Code,
association,  private  foundation  within the meaning of Section 509(a) of the
Code,  joint stock  company or other  entity,  or a group as that term is used
for purposes of Section  13(d)(3) of the  Securities  Exchange Act of 1934, as
amended.

            "Purported  Beneficial  Holder"  shall mean,  with  respect to any
event or  transaction  other than a purported  Transfer or  Acquisition  which
results in Excess Units,  the Person for whom the applicable  Purported Record
Holder held the Units that were,  pursuant to  paragraph  (c) of this  Section
11.10,  automatically  exchanged for Excess Units upon the  occurrence of such
event or  transaction.  The  Purported  Beneficial  Holder  and the  Purported
Record Holder may be the same Person.

            "Purported Beneficial  Transferee" shall mean, with respect to any
purported   Transfer  or  Acquisition  which  results  in  Excess  Units,  the
purported  beneficial  transferee  for whom the  Purported  Record  Transferee
would have  acquired  Units if such  Transfer  or  Acquisition  had been valid
under  paragraph  (c)  of  this  Section  11.10.   The  Purported   Beneficial
Transferee and the Purported Record Transferee may be the same Person.

            "Purported  Record  Holder" shall mean,  with respect to any event
or transaction  other than a purported  Transfer or Acquisition  which results
in Excess  Units,  the  record  holder of the Units  that  were,  pursuant  to
paragraph (c) of this Section 11.10,  automatically exchanged for Excess Units
upon the  occurrence of such an event or  transaction.  The  Purported  Record
Holder and the Purported Beneficial Holder may be the same Person.

            "Purported  Record  Transferee"  shall mean,  with  respect to any
purported  Transfer or Acquisition  which results in Excess Units,  the record
holder of the Units if such  Transfer  had been valid under  paragraph  (b) of
this  Section  11.10.  The  Purported  Record  Transferee  and  the  Purported
Beneficial Transferee may be the same Person.

            "Trading  Day"  shall mean a day on which the  principal  national
securities  exchange on which the affected  class or series of Units is listed
or admitted  to trading is open for the  transaction  of  business  or, if the
affected class or series of Units is not listed or admitted to trading,  shall
mean any day other  than a  Saturday,  Sunday  or other  day on which  banking
institutions  in the State of New York are  authorized  or obligated by law or
executive order to close.

            "Transfer"  shall mean any sale,  transfer,  gift,  hypothecation,
assignment,  devise or other  disposition of a direct or indirect  interest in
Units or the right to vote or receive  dividends on Units  (including  (i) the
granting  of any  option  (including  any  option to  acquire an option or any
series of such options) or entering into any agreement for the sale,  transfer
or other  disposition  of Units or the right to vote or receive  dividends  on
Units or (ii) the  sale,  transfer,  assignment  or other  disposition  of any
securities  or rights  convertible  into or  exchangeable  for Units,  whether
voluntary or  involuntary,  of record,  constructively  or  beneficially,  and
whether  by   operation   of  law  or   otherwise.   The  terms   "Transfers,"
"Transferred" and "Transferable" shall have correlative meanings.

      (c)   Ownership and Transfer Limitations.

            (i)   Notwithstanding  any  other  provision  of this  Partnership
Agreement,  except as  provided in  paragraph  (j) of this  Section  11.10 and
Section  11.11,  from and after the Effective  Date,  no Person other than the
REIT shall  Constructively  Own  Partnership  Units in excess of the Ownership
Limit.

            (ii)  Notwithstanding  any  other  provision  of this  Partnership
Agreement,  except as  provided in  paragraph  (j) of this  Section  11.10 and
Section 11.12,  from and after the Effective Date, any Transfer,  Acquisition,
change in the capital structure of the Partnership,  or other purported change
in  Constructive  Ownership of Units or other event or  transaction  that,  if
effective,  would  result in any  Person  other  than the REIT  Constructively
Owning  Units in excess of the  applicable  Ownership  Limit  shall be void ab
initio as to the  Transfer,  Acquisition,  change in the capital  structure of
the Partnership,  or other purported change in Constructive Ownership or other
event  or  transaction  with  respect  to that  number  of Units  which  would
otherwise be  Constructively  Owned by such Person in excess of the applicable
Ownership  Limit,  and  none  of  the  Purported  Beneficial  Transferee,  the
Purported Record Transferee,  the Purported Beneficial Holder or the Purported
Record  Holder,  as  applicable,  shall  acquire  any rights in that number of
Units.

            (iii) Notwithstanding  any  other  provision  of this  Partnership
Agreement,  except  as  provided  in  Section  11.10(j),  from and  after  the
Effective Date, any Transfer,  Acquisition, change in capital structure of the
Partnership,  or other purported change in Constructive  Ownership of Units or
other  event  or  transaction   that,  if  effective,   would  (i)  cause  the
Partnership to own (directly or  Constructively)  an interest in a tenant, the
rents  received  or  accrued  from whom  would not  qualify as rents from real
property under Section  7704(c)(3)  and (ii) cause the  Partnership to fail to
satisfy any of the gross  income  requirements  of Section  7704(c)(3)  of the
Code,  shall be void ab  initio  as to the  Transfer,  Acquisition,  change in
capital   structure  of  the   Partnership,   or  other  purported  change  in
Constructive  Ownership  or other event or  transaction  with  respect to that
number  of  Units  which  would  cause  the  Partnership  to own  an  interest
(directly or  Constructively)  in a tenant, the rents received or accrued from
whom would not qualify as rents from real property  under Section  7704(c)(3),
and  none  of  the  Purported  Beneficial  Transferee,  the  Purported  Record
Transferee,  the Purported  Beneficial  Holder or the Purported  Record Holder
shall acquire any rights in that number of Units.

      (d)   Exchange for Excess Units.

            (i)   If,  notwithstanding the other provisions  contained in this
Article  XI,  at any time  from  and  after  the  Effective  Date,  there is a
purported  Transfer,  Acquisition,  change  in the  capital  structure  of the
Partnership,  or other purported change in the Constructive Ownership of Units
or other event or transaction  such that any Person would  Constructively  Own
Units  in  excess  of the  applicable  Ownership  Limit  or  then,  except  as
otherwise  provided in  paragraph  (j) of this Section  11.10,  such number of
Units  (rounded  up to the next  whole  number  of  Units)  in  excess  of the
applicable  Ownership  Limit  automatically  shall be  exchanged  for an equal
number of Excess Units having terms,  rights,  restrictions and qualifications
identical  thereto,  except  to the  extent  that  this  Article  XI  requires
different  terms.  Such  exchange  shall  be  effective  as of  the  close  of
business  on the  business  day  next  preceding  the  date  of the  purported
Transfer,  Acquisition, change in capital structure, or other purported change
in Constructive Ownership of Units or other event or transaction.

            (ii)  If,  notwithstanding the other provisions  contained in this
Article  XI,  at any time  from  and  after  the  Effective  Date,  there is a
purported  Transfer,  Acquisition,  change  in the  capital  structure  of the
Partnership,  or other purported change in Constructive  Ownership of Units or
other event or transaction  which,  if effective,  would result in a violation
of any of the  restrictions  described  in  subparagraphs  (ii)  or  (iii)  of
paragraph (c) of this Section 11.10 or, directly or indirectly,  would for any
reason cause the  Partnership to fail to be classified as a partnership  under
the Code,  then the number of Units  (rounded  up to the next whole  number of
Units) being  Transferred  or Acquired or which are otherwise  affected by the
change  in  capital  structure  or  other  purported  change  in  Constructive
Ownership or other event or transaction  and which would result in a violation
of any of the  restrictions  described  in  subparagraphs  (ii)  and  (iii) of
paragraph (c) of this Section 11.10 or, directly or indirectly,  would for any
reason cause the  Partnership to fail to be classified as a partnership  under
the  Code,  automatically  shall be  exchanged  for an equal  number of Excess
Units  having  terms,  rights,   restrictions  and  qualifications   identical
thereto,  except to the extent that this Article XI requires  different terms.
Such  exchange  shall be effective as of the close of business on the business
day  prior to the  date of the  purported  Transfer,  Acquisition,  change  in
capital  structure,  or other purported  change in  Constructive  Ownership or
other event or transaction.

            (iii) The General Partner  recognizes that Section  11.10(d)(i) or
Section  11.10(d)(ii) may become operative because of the purported  ownership
of Units by two or more (i) partners of a partnership,  (ii) shareholders of a
corporation or (iii) members of any other Person.  In such event,  the General
Partner  shall  have  the  authority  in  its  sole,   complete  and  absolute
discretion  to determine  the number of Units and the identity of the Units of
each partner,  shareholder or member that automatically shall be exchanged for
an equal number of Excess Units.

      (e)   Remedies  For  Breach.  If the  General  Partner  or its  designee
shall at any time  determine  in good faith that a Transfer,  Acquisition,  or
change in the capital  structure of the Partnership or other purported  change
in  Constructive  Ownership or other event or  transaction  has taken place in
violation of paragraph (c) of this Section  11.10 or that a Person  intends to
Acquire or has  attempted  to Acquire  Constructive  Ownership of any Units in
violation of paragraph (c) of this Section 11.10,  the General  Partner or its
designee  shall  take  such  action  as it deems  advisable  to refuse to give
effect to or to prevent such Transfer,  Acquisition,  or change in the capital
structure  of the  Partnership,  or  other  attempt  to  Acquire  Constructive
Ownership  of any  Units or other  event or  transaction,  including,  but not
limited to,  refusing to give effect  thereto on the books of the  Partnership
or  instituting  injunctive   proceedings  with  respect  thereto;   provided,
however,  that any Transfer,  Acquisition,  change in the capital structure of
the Partnership,  attempted Transfer, or other attempt to Acquire Constructive
Ownership of any Units or event or transaction  in violation of  subparagraphs
(ii) or (iii) of paragraph (c) of this Section 11.10 (as applicable)  shall be
void ab  initio  and,  where  applicable,  automatically  shall  result in the
exchange  described in paragraph (d) of this Section  11.10,  irrespective  of
any action (or inaction) by the General Partner or its designee.

      (f)   Notice  of  Restricted  Transfer.   Any  Person  who  Acquires  or
attempts to Acquire Constructive  Ownership of Units in violation of paragraph
(c) of this Section 11.10 and any Person who Constructively  Owns Excess Units
as a transferee of Units  resulting in an exchange for Excess Units,  pursuant
to paragraph (c) of this Section 11.10, or otherwise,  immediately  shall give
written  notice  to  the  Partnership,  or,  in the  event  of a  proposed  or
attempted   Transfer  or  Acquisition  or  purported  change  in  Constructive
Ownership,  shall give at least fifteen (15) days prior written  notice to the
Partnership,  of such event and shall promptly provide to the Partnership such
other information as the Partnership,  in its sole discretion,  may request in
order to determine the effect, if any, of such Transfer,  attempted  Transfer,
Acquisition,  attempted  Acquisition or other purported change in Constructive
Ownership on the Partnership's status as a partnership under the Code.

      (g)   Owners  Required  To  Provide  Information.  From  and  after  the
Effective Date:

            (i)   Every  Constructive  Owner of more than 5  percent,  or such
lower  percentage or percentages as determined  pursuant to regulations  under
the  Code  or as  may  be  requested  by  the  General  Partner  in  its  sole
discretion,  of the  outstanding  Units of any class or series of Units of the
Partnership  annually  shall,  no later than January 31 of each calendar year,
give  written  notice to the  Partnership  stating (i) the name and address of
such  Constructive  Owner; (ii) the number of Units of each class or series of
Units  Constructively  Owned;  and (iii) a  description  of how such Units are
held. Each such  Constructive  Owner promptly shall provide to the Partnership
such additional  information as the Partnership,  in its sole discretion,  may
request  in  order to  determine  the  effect,  if any,  of such  Constructive
Ownership on the  Partnership's  status as a partnership under the Code and to
ensure compliance with the applicable  Ownership Limit and other  restrictions
set forth herein.

            (ii)  Each  Person who is a  Constructive  Owner of Units and each
Person  (including  the  shareholder  of record)  who is  holding  Units for a
Constructive  Owner promptly shall provide to the Partnership such information
as the Partnership,  in its sole discretion, may request in order to determine
the  Partnership's  status as a partnership under the Code, to comply with the
requirements  of  any  taxing  authority  or  other  governmental  agency,  to
determine any such  compliance  or to ensure  compliance  with the  applicable
Ownership Limit and other restrictions set forth herein.

      (h)   Remedies  Not  Limited.  Nothing  contained  in  this  Article  XI
except  Section  11.10(j)  hereof shall limit the scope or  application of the
provisions of this Section 11.10,  the ability of the Partnership to implement
or enforce  compliance  with the terms thereof or the authority of the General
Partner to take any such other  action or actions as it may deem  necessary or
advisable to protect the  Partnership  and the interests of its Unitholders by
preservation of the  Partnership's  status as a partnership under the Code and
to  ensure   compliance   with  the  applicable   Ownership  Limit  and  other
restrictions set forth herein, including, without limitation,  refusal to give
effect to a transaction on the books of the Partnership.

      (i)   Ambiguity.  In the case of ambiguity in the  application of any of
the  provisions of this Section 11.10,  including any definition  contained in
paragraph (b) hereof,  the General Partner shall have the power and authority,
in its sole  discretion,  to determine the  application  of the  provisions of
this Section 11.10 with respect to any situation,  based on the facts known to
it.

      (j)   Exceptions.  The General  Partner,  upon  receipt of a ruling from
the  Internal  Revenue  Service,  an opinion  of  counsel,  or other  evidence
satisfactory to the General Partner,  in its sole discretion,  in each case to
the  effect  that  the  restrictions   contained  in  subparagraphs  (iii)  of
paragraph  (c) of this  Section  11.10  will  not be  violated,  may  waive or
change,  in whole or in part,  the  application  of the  applicable  Ownership
Limit with  respect to any Person that  Constructively  Owned at least 4.9% of
any  class of the  outstanding  Units at or  concurrently  with the  Effective
Date. In connection  with any such waiver or change,  the General  Partner may
require such  representations  and undertakings from such Person or affiliates
and may impose such other conditions,  as the General Partner deems necessary,
advisable or prudent,  in its sole  discretion,  to determine  the effect,  if
any, of the proposed  transaction  or ownership of Units on the  Partnership's
status as a partnership under the Code.

      (k)   Increase  in  Ownership  Limit.  The  General  Partner  is  hereby
expressly  vested  with the full  power  and  authority  from  time to time to
increase the Ownership  Limit. No such increase shall  constitute or be deemed
to  constitute  an amendment  of this  Partnership  Agreement,  and shall take
effect  automatically  without any action on the part of any  Unitholder as of
the date  specified by the General  Partner that is  subsequent to the General
Partner's resolution approving and effecting such reduction.

      (l)   Legend.  From and after the Effective Date,  each  certificate for
Units shall bear substantially the following legend:

                  "The securities  represented by this certificate are subject
            to the  restrictions  on transfer and ownership for the purpose of
            maintenance  of the  status as a  partnership  under the  Internal
            Revenue  Code  of  1986,  as  amended  (the  "Code").   Except  as
            otherwise  provided  pursuant to the Partnership  Agreement of the
            Partnership,  no Person  may  (i) Constructively  Own Units of the
            Partnership in excess of 4.9 percent of the  outstanding  Units or
            (ii) Constructively  Own  Units  (of any  class or  series)  which
            would cause the  Partnership  to fail to qualify as a  partnership
            for  federal  income  tax  purposes  under  any  applicable   Code
            Section,  including,  without  limitation,  Section  7704  of  the
            Code. Any Person who has Constructive  Ownership,  or who Acquires
            or attempts to Acquire  Constructive  Ownership of Units in excess
            of the above  limitations and any Person who  Constructively  Owns
            Excess  Units as a  transferee  of Units  resulting in an exchange
            for Excess Units (as described below)  immediately must notify the
            Partnership  in  writing  or,  in  the  event  of  a  proposed  or
            attempted  Transfer  or  Acquisition  or  purported  change in the
            Constructive   Ownership,   must  give   written   notice  to  the
            Partnership  at least  fifteen  (15) days prior to the proposed or
            attempted  transfer,  transaction or other event.  Any Transfer or
            Acquisition  of Units or other event which results in violation of
            the   ownership   or  transfer   limitations   set  forth  in  the
            Partnership Agreement of the Partnership,  shall be void ab initio
            and the Purported  Beneficial and Record Transferee shall not have
            or  acquire  any  rights  in  such  Units.  If  the  transfer  and
            ownership  limitations referred to herein are violated,  the Units
            represented  hereby  automatically  will be  exchanged  for Excess
            Units to the extent of  violation  of such  limitations,  and such
            Excess  Units  will be held in  trust by the  Partnership,  all as
            provided by the  Partnership  Agreement  of the  Partnership.  All
            defined terms used in this legend have the meanings  identified in
            the Partnership  Agreement of the Partnership,  as the same may be
            amended  from  time  to  time,  a copy  of  which,  including  the
            restrictions  on  transfer,  will be sent  without  charge to each
            Unitholder who so requests."

      Section 11.11  Excess Units.

      (a)   Ownership   In   Partnership.   Upon   any   purported   Transfer,
Acquisition,  change in the capital  structure  of the  Partnership,  or other
purported  change in the  Constructive  Ownership or event or transaction that
results in Excess  Units  pursuant to  paragraph  (d) of Section  11.10,  such
Excess Units shall be deemed to have been transferred to the  Partnership,  as
Excess  Units  Trustee  of an  Excess  Units  Trust  for the  benefit  of such
Beneficiary  or  Beneficiaries  to whom an interest  in such Excess  Units may
later be transferred  pursuant to paragraph (e) of this Section 11.11.  Excess
Units  so  held  in  trust  shall  be  issued  and  outstanding  Units  of the
Partnership.  The Purported  Record  Transferee  (or Purported  Record Holder)
shall have no rights in such  Excess  Units  except the right to  designate  a
transferee  of such Excess Units upon the terms  specified in paragraph (e) of
this  Section  11.11.  The  Purported  Beneficial   Transferee  (or  Purported
Beneficial  Holder)  shall  have no  rights  in such  Excess  Units  except as
provided in paragraphs (c) and (e) of this Section 11.11.

      (b)   Distribution  Rights.  Excess  Units  shall not be entitled to any
distributions  (except as provided in Paragraph  (c) of this  Section  11.11).
Any  distribution  paid prior to the  discovery  by the  Partnership  that the
Units have been exchanged for Excess Units shall be repaid to the  Partnership
upon  demand,  and any  distribution  declared  but unpaid at the time of such
discovery shall be void ab initio with respect to such Excess Units.

      (c)   Rights Upon Liquidation.

           (i)   Except as provided  below,  in the event of any voluntary or
involuntary liquidation,  dissolution or winding up, or any other distribution
of the assets, of the Partnership,  each holder of Excess Units resulting from
the exchange of preferred  Units of any specified  series shall be entitled to
receive,  ratably with each other holder of Excess  Units  resulting  from the
exchange of preferred  Units of such series and each holder of preferred Units
of such series,  such accrued and unpaid  dividends,  liquidation  preferences
and other  preferential  payments,  if any, as are due to holders of preferred
Units of such  series.  In the event  that  holders  of Units of any series of
preferred Units are entitled to participate in the Partnership's  distribution
of its  residual  assets,  each  holder of  Excess  Units  resulting  from the
exchange  of  preferred  Units  of  any  such  series  shall  be  entitled  to
participate,  ratably with  (i) each  other  holder of Excess Units  resulting
from  the  exchange  of  preferred   Units  of  all  series   entitled  to  so
participate;  (ii) each holder of preferred Units of all series entitled to so
participate;  and (iii) each  holder of other Units and Excess Units resulting
from the exchange of other Units (to the extent  permitted by paragraph (d) of
Section  11.10  hereof),  that portion of the aggregate  assets  available for
distribution  (determined in accordance  with applicable law) as the number of
such  Excess  Units  held  by  such  holder  bears  to  the  total  number  of
(i) outstanding  Excess Units  resulting from the exchange of preferred  Units
of all series entitled to so participate;  (ii) outstanding preferred Units of
all series entitled to so participate;  and (iii) other  outstanding Units and
Excess Units resulting from the exchange of other Units. The  Partnership,  as
holder  of Excess  Units in trust,  or,  if the  Partnership  shall  have been
dissolved,  any trustee appointed by the Partnership prior to its dissolution,
shall distribute  ratably to the Beneficiaries of the Excess Units Trust, when
determined,  any such assets  received  in respect of the Excess  Units in any
liquidation,  dissolution or winding up, or any distribution of the assets, of
the  Partnership.  Anything  to the  contrary  herein  notwithstanding,  in no
event  shall the amount  payable  to a holder  with  respect  to Excess  Units
resulting from the exchange of preferred  Units exceed (i) the price per share
such  holder  paid  for  the  preferred  Units  in  the  purported   Transfer,
Acquisition,  change in capital structure,  or other transaction or event that
resulted  in the Excess  Units or the price per share such holder paid for the
preferred  Units  that were  exchanged  for the Excess  Units or  (ii) if  the
holder  did not give full  value  for such  Excess  Units (as  through a gift,
devise or other event or  transaction),  a price per share equal to the Market
Price  for  the  preferred  Units  on  the  date  of the  purported  Transfer,
Acquisition,  change in capital  structure or other  transaction or event that
resulted in such Excess Units or the Market Price for the  preferred  Units on
the date they were  exchanged for the Excess Units.  Any amount  available for
distribution in excess of the foregoing  limitations  shall be paid ratably to
the holders of preferred  Units and Excess Units  resulting  from the exchange
of preferred Units to the extent permitted by the foregoing limitations.

            (ii)  Except as provided  below,  in the event of any voluntary or
involuntary liquidation,  dissolution or winding up, or any other distribution
of the assets, of the Partnership,  each holder of Excess Units resulting from
the  exchange of Units shall be entitled  to receive,  ratably  with  (i) each
other holder of such Excess Units and  (ii) each  holder of other Units,  that
portion of the  aggregate  assets  available  for  distribution  to holders of
Units (including  holders of Excess Units resulting from the exchange of other
Units  pursuant to  paragraph  (d) of Section  11.10  hereof),  determined  in
accordance  with  applicable  law, as the number of such Excess  Units held by
such  holder  bears  to the  total  number  of  outstanding  other  Units  and
outstanding  Excess  Units  resulting  from the  exchange  of other Units then
outstanding.  The Partnership,  as holder of the Excess Units in trust, or, if
the  Partnership  shall have been  dissolved,  any  trustee  appointed  by the
Partnership  prior  to  its  dissolution,  shall  distribute  ratably  to  the
Beneficiaries  of the Excess Units  Trust,  when  determined,  any such assets
received in respect of the Excess  Units in any  liquidation,  dissolution  or
winding up, or any distribution of the assets,  of the  Partnership.  Anything
herein to the contrary  notwithstanding,  in no event shall the amount payable
to a holder with respect to Excess Units exceed  (i) the  price per share such
holder paid for the Units in the purported  Transfer,  Acquisition,  change in
capital  structure,  or other transaction or event that resulted in the Excess
Units or the  price  per  share  such  holder  paid for the  Units  that  were
exchanged  for the Excess  Units or (ii) if the holder did not give full value
for  such  Excess  Units  (as  through  a  gift,  devise  or  other  event  or
transaction),  a price per share  equal to the  Market  Price for the Units on
the date of the purported Transfer,  Acquisition,  change in capital structure
or other  transaction  or event  that  resulted  in such  Excess  Units or the
Market  Price for the Units on the date they  were  exchanged  for the  Excess
Units.  Any  amount  available  for  distribution  in excess of the  foregoing
limitations  shall be paid  ratably to the  holders of other  Units and Excess
Units  resulting  from the exchange of other Units to the extent  permitted by
the foregoing limitations.

      (d)   Voting  Rights.  The holders of Excess Units shall not be entitled
to vote on any matters (except as required by the Delaware Act).

      (e)   Restrictions on Transfer; Designation of Beneficiary.

            (i)   Excess  Units  shall  not  be  Transferable.  The  Purported
Record  Transferee  (or  Purported  Record  Holder)  may  freely  designate  a
Beneficiary  of its  interest  in the Excess  Units  Trust  (representing  the
number of Excess  Units held by the Excess  Units  Trust  attributable  to the
purported  Transfer  that  resulted in the Excess  Units),  if (A) the  Excess
Units held in the Excess  Units Trust  would not be Excess  Units in the hands
of such Beneficiary and (B) the Purported Beneficial  Transferee (or Purported
Beneficial  Holder) does not receive a price for designating  such Beneficiary
that  reflects a price per share for such Excess  Units that  exceeds  (x) the
price per share such Purported Beneficial  Transferee (or Purported Beneficial
Holder) paid for the Units in the purported Transfer,  Acquisition,  change in
capital  structure,  or other transaction or event that resulted in the Excess
Units or the price per share  paid for the Units that were  exchanged  for the
Excess  Units or (y) if the  Purported  Beneficial  Transferee  (or  Purported
Beneficial  Holder)  did not give value for such  Excess  Units (as  through a
gift,  devise or other event or  transaction),  a price per share equal to the
Market  Price  for  the  Units  on  the  date  of  the   purported   Transfer,
Acquisition,  change in capital structure,  or other transaction or event that
resulted  in the Excess  Units or the  Market  Price for the Units on the date
they were  exchanged for the Excess  Units.  Upon such Transfer of an interest
in the Excess Units Trust, the corresponding  Excess Units in the Excess Units
Trust   automatically  shall  be  exchanged  for  an  equal  number  of  Units
(depending on the type and class of Units that  originally  were exchanged for
such  Excess  Units)  and such  Units  shall be  transferred  of record to the
Beneficiary  of the  interest  in the Excess  Units  Trust  designated  by the
Purported Record Transferee (or Purported Record Holder),  as described above,
if such  Units  would  not be Excess  Units in the hands of such  Beneficiary.
Prior  to any  Transfer  of  any  interest  in the  Excess  Units  Trust,  the
Purported  Record  Transferee  (or Purported  Record Holder) must give written
notice to the Partnership of the intended  Transfer and the  Partnership  must
have  waived in  writing  its  purchase  rights  under  paragraph  (f) of this
Section 11.11.

            (ii)  Notwithstanding  the  foregoing,  if a Purported  Beneficial
Transferee (or Purported  Beneficial  Holder) receives a price for designating
a  Beneficiary  of an  interest  in the Excess  Units  Trust that  exceeds the
amounts  allowable  under  subparagraph  (i)  of  this   paragraph (e),   such
Purported  Beneficial  Transferee (or Purported  Beneficial Holder) shall pay,
or cause the  Beneficiary  of the  interest in the Excess  Units Trust to pay,
such excess in full to the Trust.

            (iii) If  any of the  Transfer  restrictions  set  forth  in  this
paragraph (e) or any application  thereof is determined to be void, invalid or
unenforceable by any court having  jurisdiction  over the issue, the Purported
Record  Transferee (or Purported  Record Holder) may be deemed,  at the option
of the  Partnership,  to  have  acted  as the  agent  of  the  Partnership  in
acquiring the Excess Units as to which such restrictions  would otherwise,  by
their  terms,  apply,  and  to  hold  such  Excess  Units  on  behalf  of  the
Partnership.

      (f)   Purchase  Right in Excess  Units.  Excess Units shall be deemed to
have been offered for sale to the  Partnership  or its designee at a price per
share equal to the lesser of (i) the price per share in the  transaction  that
created  such Excess Units (or, in the case of a devise or gift or event other
than a Transfer or Acquisition  which results in the issuance of Excess Units,
the  Market  Price at the time of such  devise or gift or event  other  than a
Transfer or  Acquisition  which  results in the  issuance of Excess  Units) or
(ii) the  Market  Price of the Units  exchanged  for such Excess  Units on the
date the Partnership or its designee  accepts such offer.  The Partnership and
its  assignees  shall  have the  right to  accept  such  offer for a period of
ninety (90) days after the later of (i) the  date of the  purported  Transfer,
Acquisition,  change in capital  structure  of the  Partnership,  or purported
change in Constructive  Ownership or other event or transaction which resulted
in  such  Excess  Units  and  (ii) the  date  on  which  the  General  Partner
determines  in good  faith  that a  Transfer,  Acquisition,  change in capital
structure of the Partnership,  or purported  change in Constructive  Ownership
or other event or transaction  resulting in Excess Units has occurred,  if the
Trust does not receive a notice  pursuant to paragraph  (e) of Section  11.10,
but  in no  event  later  than  a  permitted  Transfer  pursuant  to,  and  in
compliance with, the terms of paragraph (e) of this Section 11.11.

      (g)   Remedies  Not  Limited.  Nothing  contained  in  this  Article  XI
except  Section  11.12  hereof  shall  limit the scope or  application  of the
provisions of this Section 11.11,  the ability of the Partnership to implement
or enforce  compliance  with the terms hereof or the  authority of the General
Partner to take any such other  action or actions as it may deem  necessary or
advisable to protect the Partnership and the interests of its  shareholders by
preservation  of the  Partnership's  status  as a  partnership  and to  ensure
compliance  with the applicable  Ownership  Limits and the other  restrictions
set forth herein, including,  without limitation,  refusal to give effect to a
transaction on the books of the Partnership.

      Section 11.12  Settlements.

      Nothing in Sections  11.10 and 11.11 shall  preclude the  settlement  of
any transaction  with respect to the Units entered into through the facilities
of the New York Stock Exchange or the American Stock Exchange.

      Section 11.13     Severability.

      If any  provision  of this  Article  XI or any  application  of any such
provision is  determined  to be void,  invalid or  unenforceable  by any court
having  jurisdiction  over the issue, the validity and  enforceability  of the
remainder of this Article XI shall not be affected and other  applications  of
such provision  shall be affected only to the extent  necessary to comply with
the determination of such court.

      Section 11.14     Waiver.

      The  Partnership   shall  have  authority  at  any  time  to  waive  the
requirements  that  Excess  Units  be  issued  or  be  deemed  outstanding  in
accordance  with  the  provisions  of  this  Article  XI  if  the  Partnership
determines,  based on an opinion of tax  counsel,  that the  issuance  of such
Excess Units or the fact that such Excess Units are deemed to be  outstanding,
would  jeopardize  the status of the  Partnership  as a partnership  under the
Code.

      IN WITNESS  WHEREOF,  the undersigned have executed this Amendment as of
the date first set forth above.

                                          OUTGOING GENERAL PARTNER

                                          FFP PARTNERS MANAGEMENT
                                          COMPANY, INC.


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


                                          INCOMING GENERAL PARTNER:

                                          FFP REAL ESTATE TRUST


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

                                    LIMITED PARTNERS:

                                    All  Limited  Partners  now and  hereafter
                                    admitted   as  limited   partners  of  the
                                    Partnership,  pursuant  to  the  power  of
                                    attorney  contained  in Section 1.4 of the
                                    Partnership Agreement.

                                    By:   FFP Partners Management Company, Inc.



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

                                  EXHIBIT A

REDEMPTION NOTICE

      The   undersigned   hereby   irrevocably   tenders   for   redemption   
Units in FFP Partners,  L.P. in  accordance  with the terms of the Amended and
Restated Agreement of Limited Partnership of FFP Partners,  L.P. dated May 21,
1987,  as it may be amended from time to time (the  "Partnership  Agreement").
All  capitalized  terms  used  in this  Redemption  Notice  and not  otherwise
defined have the meaning given to them in the Partnership Agreement.

      The  undersigned  hereby  represents  and warrants  that (i) it has full
power and  authority to transfer all of its right,  title and interest in such
Units, (ii) such Units are free and clear of all liens and  encumbrances,  and
(iii) it will  assume  and pay any  state or  local  transfer  tax that may be
payable as a result of the transfer of such Units.

Dated:                        

Name of Limited Partner:                               

Signature of Limited Partner:                                                 
                                          By:                                 
                                          Title:    
Address:                                                                      
                                                                              
                                                (Street Address)


                                                                              
                                           (City)     (State)       (Zip Code)


                                          Signature Witnessed By: