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 March 31, 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 76117-439
          (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 May 15, 1998)


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                       FFP PARTNERS, L.P., AND SUBSIDIARY
                      CONDENSED CONSOLIDATED BALANCE SHEETS
                      MARCH 31, 1998, AND DECEMBER 28, 1997
                                 (In thousands)
                                   (Unaudited)



                                                    March 31,    December 28
                                                      1998          1997
                                     ASSETS
Current Assets
   Prepaid expenses                                    $245          $196

Real Property
    Land and improvements                             6,016         6,026
    Buildings                                        21,489        21,491
                                                     27,505        27,517
    Accumulated depreciation                         (9,655)       (9,374)
                                                     17,850        18,143

Other Assets                                             49             0

      Total Assets                                  $18,144       $18,339


                        LIABILITIES AND PARTNERS' CAPITAL
Current Liabilities
   Current installments of long-term debt            $1,158        $1,208
    Due to affiliated company                         2,918             0
    Accrued liabilities                                  88             0
            Total current liabilities                 4,164         1,208

Long-term debt, excluding current                    11,645        14,730
installments
      Total Liabilities                              15,809        15,938

Minority interest in subsidiary                         941           960

Commitments and contingencies

Partners' Capital                                     1,394         1,441

      Total Liabilities and Partners' Capital       $18,144       $18,339


     See accompanying notes to condensed consolidated financial statements.


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                       FFP PARTNERS, L.P., AND SUBSIDIARY
                 CONDENSED CONSOLIDATED STATEMENT OF OPERATIONS
                        THREE MONTHS ENDED MARCH 31, 1998
                                 (In thousands)
                                   (Unaudited)



Revenues -
    Rental income                                          $613
    Gain on sale of property                                 52
    Interest income                                           2
      Total revenues                                        667

Expenses -
    General and administrative expenses                      73
    Depreciation and amortization                           290
    Interest expense                                        369
      Total expenses                                        732

(Loss) before minority interest                             (65)

    Minority interest in subsidiary                          18

Net (Loss)                                                 $(47)

Net (loss) per unit -
    Basic                                                $(0.02)
    Diluted                                               (0.02)
Weighted average number of units outstanding -
    Basic                                                 2,272
    Diluted                                               2,308


     See accompanying notes to condensed consolidated financial statements.




<PAGE>


                       FFP PARTNERS, L.P., AND SUBSIDIARY
                 CONDENSED CONSOLIDATED STATEMENT OF CASH FLOWS
                        THREE MONTHS ENDED MARCH 31, 1998
                                 (In thousands)
                                   (Unaudited)


Cash Flows from Operating Activities -
    Net (loss)                                             $(47)
    Adjustments to reconcile net (loss) to cash
        provided by operating activities -
           Depreciation and amortization                    290
           Minority interest in subsidiary                  (18)
           Net change in operating assets and liabilities   (11)
    Net cash provided by operating activities               214

Cash Flows from Investing Activities -
    Additions of property and equipment, net                  3
    Net cash provided by investing activities                 3

Cash Flows from Financing Activities
    Net (repayments) under credit facilities               (217)
    Net cash (used) by financing activities                (217)

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
                                 MARCH 31, 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 March 31, 1998, and
the condensed  consolidated  statement of operations and condensed  consolidated
statement of cash flows for the three month  period  ended March 31, 1998,  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 March 31, 1998, and the
results of operations and cash flows for the three month period then ended, 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 three months ended
March 31, 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 three months  ended March 31, 1998,  include the three months then ended and
the  three-day  period  (December  29 through  December  31,  1997)  immediately
following the restructuring. The effect of including these three additional days
in financial statements for the quarter ended March 31, 1998, is not material.


3.  Income/(Loss) per Unit

            A reconciliation  of the denominator of the basic and diluted (loss)
per unit for the quarter ended March 31, 1998, follows:

                                                         In thousands
Weighted average number of units outstanding                 2,272
Effect of dilutive options                                      36
Weighted average number of units outstanding
    assuming dilution                                        2,308

            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
241,999.


4.  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 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 the properties to FFP
Marketing.  Accordingly, there is no comparative income data for the Company for
the prior year.


Results of Operations for First Quarter 1998, 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 items 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.

            The Company is continuing to evaluate  alternatives  for refinancing
the debt which it retained in connection  with the December 1997  restructuring.
As a part of this  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 to refinance the existing  debt and for  acquisition  of  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.


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  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.


Reports on Form 8-K

            A report on Form 8-K dated  December  22,  1997,  was filed with the
Securities and Exchange Commission on January 6, 1998, reporting the purchase of
operating convenience stores.

            A report on Form 8-K dated  December  28,  1997,  was filed with the
Securities  and  Exchange   Commission  on  January  12,  1998,   reporting  the
restructuring  of FFP Partners,  L.P., by which the  convenience  store,  retail
motor fuel  marketing,  and other  businesses  conducted  by FFP  Partners  were
transferred to FFP Marketing  Company,  Inc.,  while the real estate used in the
retail operations was retained by FFP Partners.









<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


Date:  May 20, 1998               By: /s/Steven B. Hawkins
                                      ---------------------------------
                                      Steven B. Hawkins
                                      Vice President - Finance and
                                      Chief Financial Officer