SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549



                                    FORM 10-Q



[X| Quarterly  report pursuant to Section 13 or 15(d) of the Securities Exchange
    Act of 1934

    For the quarterly period ended September 30, 1998, or

|_| Transition report pursuant to Section 13 or 15(d) of the Securities Exchange
    Act of 1934

    For  the  transition  period  from  _______________  to _______________

                           Commission File No. 1-9510


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


          Delaware                                    75-2147570
    (State or other jurisdiction of                 (I.R.S. employer
    incorporation or organization)                identification number)

                2801 Glenda Avenue; Fort Worth, Texas 76117-4391
          (Address of principal executive office, including zip code)

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

   Indicate  by check mark  whether  the  registrant:  (1) has filed all reports
required to be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of
1934  during  the  preceding  12 months  (or for such  shorter  period  that the
registrant was required to file such reports),  and (2) has been subject to such
filing requirements for the past 90 days. Yes __X__ No ___




                            Class A Units 2,234,262
     (Number of limited partner units outstanding as of November 18, 1998)


<PAGE>

                       FFP PARTNERS, L.P., AND SUBSIDIARY
                      CONDENSED CONSOLIDATED BALANCE SHEETS
                    SEPTEMBER 30, 1998, AND DECEMBER 28, 1997
                                 (In thousands)
                                   (Unaudited)

                                             September 30,  December 28,
                                                  1998         1997
                   ASSETS
Current Assets
   Prepaid expenses and other                          $8       $196

Real Property
    Land and improvements                           5,890      6,026
    Buildings                                      21,501     21,491
                                                   27,391     27,517
    Accumulated depreciation                      (10,296)    (9,374)
                                                   17,095     18,143

Note receivable                                        46          0

      Total Assets                                $17,149    $18,339


      LIABILITIES AND PARTNERS' CAPITAL
Current Liabilities
    Current installments of long-term debt            $16     $1,208
    Current installments of long-term debt
         to affiliate                               1,143          0
    Due to affiliated company                          55          0
    Accrued liabilities                                33          0
            Total current liabilities               1,247      1,208

Long-term debt, excluding current
         installments                                 445     14,730
Long-term debt due to affiliate, excluding
    current installments                           13,344          0

      Total Liabilities                            15,036     15,938

Minority interests in subsidiary                      846        960

Commitments and contingencies

Partners' Capital                                   1,267      1,441

      Total Liabilities and Partners' Capital     $17,149    $18,339

      See accompanying notes to Condensed Consolidated Financial Statements.

<PAGE>


                       FFP PARTNERS, L.P., AND SUBSIDIARY
                      CONSOLIDATED STATEMENTS OF OPERATIONS
          FOR THE THREE MONTHS AND NINE MONTHS ENDED SEPTEMBER 30, 1998
                      (In thousands, except per unit data)
                                   (Unaudited)

                                           Three Months   Nine Months

Revenues -
    Rental income                                $661      $1,974
    Gain on sale of property                        0          52
    Interest and other income                       0          11
      Total revenues                              661       2,037

Expenses -
    General and administrative expenses           153         321
    Depreciation and amortization                 321         923
    Interest expense                              322       1,081
      Total expenses                              796       2,325

(Loss) before minority interest                  (135)       (288)

    Minority interest in subsidiary                70         114

Net (Loss)                                       $(65)      $(174)

Net (loss) per unit -
    Basic                                      $(0.03)     $(0.08)
    Diluted                                     (0.03)      (0.08)
Weighted average number of units
outstanding -
    Basic                                       2,272       2,272
    Diluted                                     2,272       2,272


    See accompanying notes to Condensed Consolidated Financial Statements.


<PAGE>

                             FFP PARTNERS, L.P., AND SUBSIDIARY
                       CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
                            NINE MONTHS ENDED SEPTEMBER 30, 1998
                                       (In thousands)
                                        (Unaudited)


Cash Flows from Operating Activities -
    Net (loss)                                      $(174)
    Adjustments to reconcile net (loss) to cash
        provided by operating activities -
           Depreciation and amortization              923
           Minority interest in subsidiary           (114)
           Net change in operating assets             
               and liabilities                        175
    Net cash provided by operating activities         810

Cash Flows from Investing Activities -
    Dispositions of property, net                     125
    Net cash provided by investing activities         125

Cash Flows from Financing Activities -
    Net (repayments) under credit facilities         (935)
    Net cash (used) by financing activities          (935)

Net Increase/(Decrease) in Cash                         0

Cash at beginning of period                             0

Cash at end of period                                  $0



    See accompanying notes to Condensed Consolidated Financial Statements.

<PAGE>

                       FFP PARTNERS, L.P., AND SUBSIDIARY
              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                               SEPTEMBER 28, 1998
                                   (Unaudited)


1.  Basis of Presentation

             These  Condensed  Consolidated  Financial  Statements  include  the
assets,  liabilities,  and results of operations of FFP Partners,  L.P., and its
60%-owned  subsidiary,  FFP Properties,  L.P.,  collectively  referred to as the
"Company."

             The Condensed  Consolidated Balance Sheet as of September 30, 1998,
and  the  Consolidated  Statements  of  Operations  and  Condensed  Consolidated
Statement  of Cash Flows for the periods  presented,  have been  prepared by the
Company without audit. In the opinion of management, all adjustments, consisting
only of normal recurring adjustments,  necessary to fairly present the Company's
financial  position as of September 30, 1998,  and the results of its operations
and cash  flows  for each of the  periods  presented,  have been  made.  Interim
operating results are not necessarily indicative of results for the entire year.

             In December  1997,  the Company  completed  a  restructuring  which
resulted in the transfer of the convenience store,  retail motor fuel, and other
businesses  previously  operated  by it to FFP  Marketing  Company,  Inc.  ("FFP
Marketing"). In the restructuring,  the Company retained the real estate used in
the retail businesses and leased those properties to FFP Marketing. Accordingly,
there is no comparative income data for the Company for the prior year periods.

             The notes to the audited  consolidated  financial  statements which
are  included  in the  Company's  Annual  Report on Form 10-K for the year ended
December 28, 1997,  include a description of accounting  policies and additional
information pertinent to an understanding of these interim financial statements.
That  information has not changed other than as a result of normal  transactions
in the nine months ended September 30, 1998, except as discussed below.

2.  Change in Fiscal Year

             Prior to the restructuring of the Company that occurred in December
1997,  the Company  prepared its  financial  statements on the basis of a fiscal
year which ended on the last Sunday in December. However, in connection with the
restructuring,  the Company  has  changed  its fiscal year to coincide  with the
calendar year. Accordingly,  the accompanying unaudited financial statements for
the nine months ended  September  30,  1998,  include the nine months then ended
plus the three-day period  immediately  following the restructuring  through the
end of 1997  (December 29 through  December 31,  1997).  The effect of including
these  three  additional  days in  financial  statements  for the  period  ended
September 30, 1998, is immaterial.

3.  Long-Term Debt

             Effective  June 28,  1998,  the  Company,  FFP  Marketing,  and the
Company's  primary bank lender reached an agreement to restructure  the debt due
to the lender for which the Company and FFP  Marketing  were jointly  liable but
for which the Company had retained the liability in connection with its December
1997  restructuring.  Under this  agreement,  the lender  agreed to release  the
Company  from all  obligations  under the Loan  Agreement  covering the debt and
permit  a  subsidiary  of  FFP  Marketing  to  make a loan  to the  Company  for
approximately  $14,773,000  (the then current  balance of the debt for which the
Company had retained liability in the restructuring). The terms of the loan from
FFP  Marketing  to the  Company  mirror the terms of the debt to the lender (for
which FFP Marketing is liable), and the loan is secured by all real estate owned
by the Company,  which is pledged as  additional  collateral  on the debt of FFP
Marketing to the lender.
<PAGE>

4. Income/(Loss) per Unit

             A reconciliation of the denominator of the basic and diluted (loss)
per unit for general  partner and limited  partner units for the three month and
nine month periods ended September 30, 1998, follows:

                                              Three Months  Nine Months
                                                  (In thousands)

Weighted average number of units outstanding        2,272       2,272
Effect of dilutive options                              0           0
Weighted average number of units outstanding
    assuming dilution                               2,272       2,272

             Options  to  purchase  321,999  units  were  not  included  in  the
computation of diluted (loss) per unit for both the three and nine month periods
because to do so would have been  antidilutive.  Such options could  potentially
dilute basic income/(loss) per unit in the future.

5.  Reporting of Comprehensive Income

             At the  beginning  of its 1998 fiscal  year,  the  Company  adopted
Statement  of  Financial  Accounting  Standards  ("SFAS")  No.  130,  "Reporting
Comprehensive  Income." SFAS No. 130 requires the presentation of "comprehensive
income" in financial  statements.  Comprehensive  income includes net income and
all revenues,  expenses, gains, and losses that are recorded directly to equity.
The Company  does not have any items of other  comprehensive  income;  therefore
comprehensive  income and net income are identical.  Accordingly,  the effect of
the  adoption  of  SFAS  No.  130  had  no  effect  on the  Company's  condensed
consolidated financial statements.

<PAGE>
                                     FFP PARTNERS, L.P.
                          MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                       FINANCIAL CONDITION AND RESULTS OF OPERATIONS


General

   In December  1997,  FFP  Partners,  L.P.  (the  "Company")  restructured  its
operations by transferring its convenience  store,  retail motor fuel, and other
businesses   to  FFP  Marketing   Company,   Inc. ("FFP   Marketing").  In  the
restructuring,  the Company retained the real estate formerly used in the retail
businesses  and now leases those  properties to FFP Marketing on a  "triple-net"
basis. Accordingly,  there is no comparative income data for the Company for the
prior year periods.


Results of Operations, Liquidity, and Capital Resources

   Substantially  all of  the  Company's  rental  income  is  from  the  various
convenience store and other retail outlets that it leases to FFP Marketing.  The
leases were entered into in connection with the December 1997  restructuring  of
the Company and are for five years;  accordingly,  the rental  income from these
locations is expected to remain constant for that period.  However,  the Company
currently expects to extend the term of those leases until December 31, 2013. In
addition, the Company may also acquire additional locations, which may be leased
to FFP Marketing or to others. Future leases may or may not be on a "triple-net"
basis.

   The Company has entered into a management  agreement with FFP Marketing under
which FFP Marketing  provides various  administrative  and other services to the
Company.  Under this  agreement,  FFP Marketing  makes payments on behalf of the
Company and charges such  payments to its account while the rental income due to
the  Company  by FFP  Marketing  is applied to this  account.  Accordingly,  the
Company does not, at this time, maintain separate cash accounts. However, as the
Company grows and expands its real estate  holdings,  it is expected to function
more  independently  although  management  anticipates  that FFP Marketing  will
continue  to provide  various  administrative  services  to the  Company for the
foreseeable future.

   Effective  June 28,  1998,  the Company,  FFP  Marketing,  and the  Company's
primary  bank lender  reached an agreement  to  restructure  the debt due to the
lender for which the Company and FFP Marketing were jointly liable but for which
the Company had retained  the  liability in  connection  with its December  1997
restructuring.  Under this  agreement,  the lender released the Company from all
obligations  under  the  Loan  Agreement  covering  the  debt  and  permitted  a
subsidiary of FFP Marketing to loan the Company  approximately  $14,773,000 (the
then current balance of the debt for which the Company had retained liability in
the restructuring). The loan from FFP Marketing to the Company is secured by all
real estate  owned by the Company and pledged as  additional  collateral  on the
debt of FFP  Marketing to the lender.  The terms of the loan mirror the terms of
the debt of FFP Marketing to the lender,  which remain  unchanged.  Accordingly,
the restructuring of this debt has no additional  economic impact on the Company
although the Company is now liable to FFP  Marketing  rather than the lender for
this debt.

   The Company continues to evaluate  alternatives for refinancing the foregoing
debt.  As a part of any such  refinancing,  the  Company  is  seeking  to obtain
additional capital to permit it to expand its real estate holdings.  The Company
has had  discussions  with  various  lenders who have  expressed  an interest in
providing  funds both to refinance the existing  debt and to acquire  additional
real estate.  However,  it has not yet received any formal financing  proposals.
Although the Company expects that its property  acquisitions will be centered on
convenience store and similar properties, it will also look for opportunities in
other types of property  that yield an above  average  return with an acceptable
level of risk.

   The Company is not a real estate investment trust ("REIT") but its activities
are much like those of a REIT.  One  performance  measure  used  within the REIT
industry  is funds from  operations  ("FFO").  FFO,  as defined by the  National
Association of Real Estate Investment Trusts ("NAREIT"), means net income (loss)
(determined  in accordance  with  generally  accepted  accounting  principles or
"GAAP"),  excluding  gains (or  losses)  from debt  restructurings,  and similar
activities, and sales of properties,  plus depreciation and amortization of real
estate assets, and after adjustments for  unconsolidated  partnerships and joint
ventures.  FFO was developed by NAREIT as a relative  measure of performance and
liquidity of an equity REIT in order to  recognize  that  income-producing  real
estate  historically  has not  depreciated on the basis  determined  under GAAP.
While FFO is one  appropriate  measure of  performance of an equity REIT, it (i)
does not  represent  cash  generated  from  operating  activities  determined in
accordance with GAAP (which,  unlike FFO, generally reflects all cash effects of
transactions and other events that enter into the  determination of net income),
(ii) is not  necessarily  indicative of cash flow  available to fund cash needs,
and (iii) should not be considered as an alternative to net income determined in
accordance with GAAP as an indication of the Company's operating performance, or
to cash flow from operating  activities  determined in accordance with GAAP as a
measure of either liquidity or the Company's ability to make distributions or to
fund its other operations. The following table presents the determination of FFO
for the Company for the three and nine month periods ended September 30, 1998:

                                            Three Months   Nine Months
                                        (In thousands, except per unit data)

(Loss) before minority interests                  $(135)      $(288)
Adjustments -
    (Gain) from early payoff of debt                  0         (11)
    (Gains) from sales of properties                  0         (52)
    Depreciation and amortization                   321         923
Funds from operations                               186         572
Less - FFO attributable to minority
    interests in subsidiary                          74         229
Funds from operations attributable
    to the Company                                 $112        $343
FFO per unit (based on units outstanding
    for diluted loss per unit calculations)       $0.05       $0.15

   Although the Company has generated positive funds from operations, it has not
made distributions to unitholders because  substantially all cash generated from
the Company's  operations is required for debt payments.  In connection with the
possible  refinancing  of its debt referred to above,  the Company is seeking to
extend  the  maturity  of  the  debt,  which  might  make  funds  available  for
distribution to unitholders. However, there can be no assurance that the Company
will be  successful  in  refinancing  its debt or obtaining  new loan terms that
would permit distributions,  or if such refinancing is obtained, that management
will decide that  distributions  will be the best method of increasing  value to
the Company's unitholders.

Year 2000 Computer Issues

   The  Company  has made  arangements  with FFP  Marketing  to provide  various
computer  software  programs in managing the Company's  rental  properties.  FFP
Marketing also utilizes various computer  software programs in operating its own
businesses.  The  functioning of such software is subject to problems if it does
not  properly  interpret  dates in the  year  2000 and  beyond.  Software  which
properly  handles dates  beginning in 2000 is said to be "year 2000  compliant."
FFP Marketing has indicated to the Company that FFP Marketing believes,  but can
give no  assurance,  that such  software for  principal  accounting,  management
information,  computer  networking,  and operating system is currently year 2000
compliant  and that the cost to replace or modify its  software  to be year 2000
compliant will be immaterial.

   FFP Marketing has also  indicated  that the businesses of the Company and FFP
Marketing are also dependent upon software used in conjunction  with or provided
by third parties,  such as its banks and various  governmental  authorities that
levy  taxes on real  property.  While  the  direct  cost of  rendering  any such
software year 2000 compliant will be borne by others,  there could be an adverse
impact on the Company's  operations if the necessary  modifications are not made
in a timely manner.  The Company  believes that such third parties are generally
responsible in managing their  businesses  and business  relationships  and will
take appropriate steps to make their systems year 2000 compliant.  FFP Marketing
has indicated that it has begun investigating whether such software is year 2000
compliant, and, if not, the timetable of the respective third parties to make it
compliant. FFP Marketing plans to monitor their progress in doing so.

Forward-Looking Statements

   Certain of the statements made in this report are forward-looking  statements
that  involve  a number  of risks  and  uncertainties.  Statements  that  should
generally be considered  forward-looking  include, but are not limited to, those
that contain the words "estimate," "anticipate," "in the opinion of management,"
"believes,"  and  similar  phrases.  Although  the  Company  believes  that  the
expectations  reflected  in  such  forward-looking  statements  are  based  upon
reasonable  assumptions,  the Company's  actual results could differ  materially
from those set forth in the forward-looking  statements.  Among the factors that
could  cause  actual  results  to  differ  materially  from the  forward-looking
statements  made  include  the  following:  changes in real  estate  conditions,
including  rental  rates  and the  construction  or  availability  of  competing
properties; changes in the industry in which the Company's sole tenant competes;
changes in general  economic  conditions;  the ability of management to identify
acquisitions and investment  opportunities  meeting the investment objectives of
the Company;  the timely leasing of unoccupied  properties;  timely releasing of
currently  occupied  properties  upon  expiration  of the current  leases or the
default of the current tenant; a risk of leasing all of the Company's properties
to only one tenant;  the Company's  ability to generate funds sufficient to meet
its debt service  payments and other  operating  expenses;  the inability of the
Company to control the management and operation of its tenant and the businesses
conducted  on  the  Company's   properties;   financing  risks,   including  the
availability, or lack of availability, of funds to service or refinance existing
debt and to finance  acquisitions  of additional  property,  changes in interest
rates associated with its variable rate debt; the possibility that the Company's
existing debt (which requires a so-called "balloon" payment of principal) may be
refinanced  at a higher  interest  rate or on other terms less  favorable to the
Company than at present;  the existence of complex tax  regulations  relating to
the  Company's  status as a  publicly-traded  real  estate  partnership  and, if
achieved,  to its  status as a real  estate  investment  trust  and the  adverse
consequences  of the failure to qualify as such;  and other risks  detailed from
time  to  time  in the  Company's  filings  with  the  Securities  and  Exchange
Commission. Given these uncertainties,  readers are cautioned not to place undue
reliance on the forward-looking statements. The Company undertakes no obligation
to  publicly  release  the  results of any  revisions  to these  forward-looking
statements that may be made to reflect any future events or circumstances.

<PAGE>

                        EXHIBITS AND REPORTS ON FORM 8-K


Exhibits

 27         Financial Data Schedule [included in electronic filing only].


Reports on Form 8-K

   The Company  did not file any reports on Form 8-K for the quarter  covered by
this Report on Form 10-Q.






                                   SIGNATURES

   Pursuant to the  requirements  of Section 13 or 15(d) of the  Securities  and
Exchange Act of 1934, the Registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.


                                          FFP PARTNERS, L.P.
                                          Registrant
                                          By: FFP Real Estate Trust
                                          sole general partner


Date:  November 18, 1998                  By:  /s/ Craig T. Scott
                                          -----------------------------------
                                          Craig T. Scott
                                          Vice President - Finance,
                                          Chief Financial Officer and
                                          General Counsel