UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-K/A-1

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

            For the fiscal year ended December 28, 1997, 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. 1-13727

                           FFP MARKETING COMPANY, INC.
             (Exact name of registrant as specified in its charter)

                    Texas                          75-2735779
        (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)


           Securities registered pursuant to Section 12(b) of the Act

     Title of Each Class            Name of Each Exchange on Which Registered
Common Shares, par value $0.01                American Stock Exchange

           Securities registered pursuant to Section 12(g) of the Act

                                      None

      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

      Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's  knowledge,  in definitive proxy or information  statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ ]

      The  aggregate  market  value  of  shares  held by  non-affiliates  of the
registrant at March 31, 1998, was $9,989,000.  For purposes of this computation,
all  officers,  directors,  and  beneficial  owners of 10% or more of the common
shares of the registrant are deemed to be affiliates.  Such determination should
not be deemed an admission that such officers,  directors, and beneficial owners
are affiliates.



                             Common Shares 3,779,415
                              Preferred Shares None
               (Number of shares outstanding as of March 31, 1998)

<PAGE>
                                     PART IV


Item 14.  EXHIBITS, FINANCIAL STATEMENTS, SCHEDULES AND REPORTS ON FORM 8-K.

      (a) The  following  documents  are filed as part of this Annual  Report on
Form 10-K:

                  (1)  Financial Statements.

                  See Index to  Financial  Statements  and  Financial  Statement
               Schedules on page F-1 hereof.

                  (2)  Financial Statement Schedules.

                  See Index to  Financial  Statements  and  Financial  Statement
               Schedules on page F-1 hereof.

                  Schedules other than those listed on the accompanying Index to
               Financial   Statements  and  Financial  Statement  Schedules  are
               omitted because they are either not required, not applicable,  or
               the required information is included in the consolidated
               financial statements or notes thereto.

                  (3)  Exhibits.

            3.1  Articles of Incorporation of FFP Marketing
                   Company, Inc. {1 - Ex. 3.1}
            3.2  Bylaws of FFP Marketing Company,  Inc. {1 - Ex. 3.2}
           10.1  Nonqualified Unit Option Plan of FFP Partners, L.P.
                   {1 - Ex. 10.1}
           10.2  Form of Ground  Lease with  affiliated  companies.
                   {1 - Ex. 10.2}
           10.3  Form of Building Lease with affiliated  companies.
                   {1 - Ex. 10.3}
           10.4  Form of Agreement with Product Supply Services, Inc.
                   {1 - Ex. 10.4}
           10.5  Form of Employment  Agreement between FFP Partners Management
                 Company, Inc., and certain executive officers dated April 23,
                 1989, as amended July 22, 1992 {1 - Ex. 10.5}
           10.6  Loan  Agreement  among  FFP  Partners,  L.P.,  FFP  Operating
                 Partners,  L.P., Direct Fuels, L.P., and HSBC Business Loans,
                 Inc., dated October 31, 1997 {2 - Ex. 10.6}
           10.7  Form of Lease Agreement with FFP Properties,  L.P.
                   {2 - Ex. 10.7}
           10.8  Form of Building Lease Agreement with FFP Properties, L.P.
                   {2 - Ex. 10.8}
           21.1  Subsidiaries of the Registrant. {2 - Ex. 21.1}
           27.1  Financial data schedule for 1997. {2 - 27.1}
           27.2  Restated financial data schedule for years ended December 29,
                   1996, and December 31, 1995.  {2 - 27.2}
           27.3  Restated financial data schedule for three months ended
                   March 30, 1997, and March 31, 1996.  {3}
           27.4  Restated financial data schedule for six months ended
                   June 29, 1997, and June 30, 1996.  {3}
           27.5  Restated financial data schedule for nine months ended
                   September 28, 1997, and September 29, 1996.  {3}
           99.1  Financial statements of FFP Operating Partners, L.P., a wholly
                   owned subsidiary of the Company.  (These financial
                   statements are being filed as an exhibit to facilitate
                   compliance with certain state environmental regulatory
                   requirements.)  {3}
-----------------------------
            {1}  Included in the Company's Registration Statement on Form S-4
                 (Registration No. 333-41709) as the exhibit indicated and
                 incorporated herein by reference.
            {2}  Included as the indicated exhibit in the Company's Annual
                 Report on Form 10-K for the fiscal year ended December 28,
                 1997, and incorporated herein by reference.
            {3}  Included herewith.

      (b) No  reports  on Form 8-K were  filed  during  the last  quarter of the
period covered by this Annual Report on Form 10-K.



<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 Annual
Report on Form 10-K to be signed  on its  behalf by the  undersigned,  thereunto
duly authorized.

Dated:  May 5, 1998               FFP MARKETING COMPANY, INC.
                                  (Registrant)


                                  By: /s/Steven B. Hawkins
                                      -----------------------------------------
                                      Steven B. Hawkins
                                      Vice President - Finance & Administration