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 June 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 units outstanding as of August 17, 1998)

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



                                                  June 30,      December 28,
                                                    1998           1997
                   ASSETS
Current Assets
   Prepaid expenses and other                        $214           $196

Real Property
    Land and improvements                           6,024          6,026
    Buildings                                      21,495         21,491
                                                   27,519         27,517
    Accumulated depreciation                       (9,975)        (9,374)
                                                   17,544         18,143

Note receivable                                        47              0

      Total Assets                                $17,805        $18,339


      LIABILITIES AND PARTNERS' CAPITAL
Current Liabilities
    Current installments of long-term debt           $113         $1,208
    Current installments of long-term debt
      to affiliate                                  1,143              0
    Due to affiliated company                         189              0
    Accrued liabilities                               121              0
            Total current liabilities               1,566          1,208

Long-term debt, excluding current installments        361         14,730
Long-term debt due to affiliate, excluding
    current installments                           13,630              0
      Total Liabilities                            15,557         15,938

Minority interests in subsidiary                      915            960

Commitments and contingencies

Partners' Capital                                   1,333          1,441

      Total Liabilities and Partners' Capital     $17,805        $18,339


     See accompanying notes to condensed consolidated financial statements.


<PAGE>


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

                                                 Three      Six
                                                Months     Months
Revenues -
    Rental income                                $700      $1,313
    Gain on sale of property                        0          52
    Interest and other income                      10          12
      Total revenues                              710       1,377

Expenses -
    General and administrative expenses            95         168
    Depreciation and amortization                 312         602
    Interest expense                              390         759
      Total expenses                              797       1,529

(Loss) before minority interest                  (87)       (152)

    Minority interest in subsidiary                26          44

Net (Loss)                                      $(61)      $(108)


Net (loss) per unit -
    Basic                                     $(0.03)     $(0.05)
    Diluted                                    (0.03)      (0.05)
Weighted average number of units outstanding -
    Basic                                       2,272       2,272
    Diluted                                     2,300       2,327


     See accompanying notes to condensed consolidated financial statements.


<PAGE>


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


Cash Flows from Operating Activities -
    Net (loss)                                          $(108)
    Adjustments to reconcile net (loss) to cash
        provided by operating activities -
           Depreciation and amortization                  602
           Minority interest in subsidiary                (44)
           Net change in operating assets                  
               and liabilities                             54
    Net cash provided by operating activities             504

Cash Flows from Investing Activities -
    Additions of property, net                             (2)
    Net cash (used) by investing activities                (2)

Cash Flows from Financing  Activities
   Net (repayments) under credit facilities              (502)
   Net cash (used) by financing activities               (502)

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
                                  JUNE 30, 1998
                                   (Unaudited)


1.  Basis of Presentation

            The 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" or
"FFPLP."

            The condensed  consolidated  balance sheet as of June 30, 1998,  and
the condensed  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 June 30, 1998,  and the results of it  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.

            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 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 six months ended
June 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 six months  ended June 30,  1998,  include the six months then ended and 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 June 30, 1998, is
not material.


3.  Long-Term Debt

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


4.  Income/(Loss) per Unit

            A reconciliation  of the denominator of the basic and diluted (loss)
per unit for the three month and six month periods ended June 30, 1998, follows:

                                                  Three          Six
                                                  Months        Months
                                                     In thousands
Weighted average number of units outstanding      2,272         2,272
Effect of dilutive options                           28            55
Weighted average number of units outstanding
   assuming dilution                              2,300         2,327

            The  number  of  options   that  could   potentially   dilute  basic
income/(loss)  per unit in the future that were not included in the  computation
of diluted  (loss) per unit  because to do so would have been  antidilutive  was
50,000 in the both the three month period and the six month period.


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 had  previously  been 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., AND SUBSIDIARY
                     MANAGEMENT'S DISCUSSION AND ANALYSIS OF
                  FINANCIAL CONDITION AND RESULTS OF OPERATIONS


General

            In December  1997,  FFP Partners,  L.P.  ("FFPLP" or 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,  FFPLP retained
the real estate used in the retail businesses and leases those properties to FFP
Marketing.  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
FFPLP  and are for  five  years;  accordingly,  the  rental  income  from  these
locations is expected to remain constant for that period. However, upon securing
additional financing, the Company expects to acquire additional locations, which
may be leased to FFP Marketing or to others. The Company expects that all leases
will 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 FFPLP. Under this agreement,  FFP Marketing makes payments on behalf
of FFPLP and charges such payments to its account while the rental income due to
FFPLP by FFP Marketing is applied to this account. Accordingly,  FFPLP does not,
at this time,  maintain  separate  cash  accounts.  However,  as FFPLP 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 FFPLP 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  FFPLP and FFP  Marketing  were  jointly  liable but for
which FFPLP had retained  the  liability in  connection  with its December  1997
restructuring.  Under this  agreement,  the lender will  release  FFPLP from all
obligations  under  the Loan  Agreement  covering  the  debt  and will  permit a
subsidiary  of  FFP  Marketing  to  make  a  loan  to  FFPLP  for  approximately
$14,773,000  (the  current  balance  of the debt for which  FFPLP  had  retained
liability in the  restructuring).  The loan from FFP  Marketing to FFPLP will be
secured by all real  estate  owned by FFPLP and will be  pledged  as  additional
collateral  on the debt of FFP  Marketing  to the lender.  The terms of the loan
will mirror the terms of the debt of FFP  Marketing  to the  lender,  which will
remain  unchanged.  Accordingly,  the  restructuring  of this  debt will have no
economic impact on the Company although it is now liable to FFP Marketing rather
than the lender for this debt.

            The Company is continuing 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 six month periods ended June 30, 1998:

                                             Three        Six
                                             Months      Months
                                               In thousands,
                                            except per unit data

(Loss) before minority interests             $(87)      $(152)
Adjustments -
    (Gain)from early payoff of debt           (11)        (11)
    (Gains) from sales of properties            0         (52)
    Depreciation and amortization             312         602
Funds from operations                         214         387

Less - FFO attributable to minority
    interests in subsidiary                    85         154

Funds from operations attributable
    to the Company                           $129        $233

FFO per unit (based on units
    outstanding for diluted loss
    per unit calculations                   $0.06       $0.10

            Although the Company has positive funds from operations,  it has not
made distributions to unitholders because  substantially all cash generated from
the Company's  operations is required for  scheduled  principal  payments on its
debt. In connection  with the  refinancing of its debt,  referred to above,  the
Company is seeking to lengthen 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 in obtaining
terms, in the event of a refinancing, that would permit distributions.


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  FFPLP's  sole  tenant  competes;
changes in general  economic  conditions;  the ability of management to identify
acquisitions and investment  opportunities  meeting the investment objectives of
FFPLP;  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;  the  Company's  ability  to  generate  funds
sufficient to meet its debt service payments and other operating  expenses;  the
inability of FFPLP 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 FFPLP
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
FFPLP'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.









<PAGE>


                                   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:  August 19, 1998        By:  /s/Steven B. Hawkins
                                   -------------------------------------------
                                   Steven B. Hawkins
                                   Vice President - Finance and
                                   Chief Financial Officer