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, 1999, 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 Novewmber 5, 1999)


<PAGE>

                               FFP PARTNERS, L.P.
                                   Form 10-Q
                                     Index

                                                                    Page
Part I
    Item 1.   Financial Statements                                    2
    Item 2.   Management's Discussion and Analysis of Financial
                  Condition and Results of Operation                  8
    Item 3.   Quantitive and Qualitative Disclosures About
                  Market Risks                                       15
Part II
    Item 6.   Exhibits and Reports on Form 8-K                       15
Signature                                                            15

<PAGE>

                         FFP Partners, L.P. and Subsidiary
                       Condensed Consolidated Balance Sheets
                     September 30, 1999, and December 31, 1998
                                   (In thousands)
                                    (Unaudited)

                                              September 30,  December 31,
                                                    1999         1998
                   ASSETS

Current assets -
   Prepaid expenses and other current assets         $266         $26
   Investment in lease from affiliate                 853           0
   Due from affiliate                                  63           0
   Note receivable from affiliate, current portion    268           0
       Total curent assets                          1,450          26
Real property -
    Land and improvements                           8,685       5,929
    Buildings                                      21,413      21,329
    Total real property, excluding depreciation    30,098      27,258
    Accumulated depreciation                      (11,460)    (10,574)
    Total real property, net                       18,638      16,684
Investment in lease from affiliate,
    net of current portion                         11,445           0
Note receivable from affiliate, net of
    current portion                                 2,303           0
Other assets, net                                     117          94

       Total assets                               $33,953     $16,804


      LIABILITIES AND PARTNERS' CAPITAL

Current liabilities -
    Current installments of long-term debt           $278        $148
    Current installments of long-term debt
         to affiliate                               1,143       1,143
    Accrued liabilities                               171          39
    Unearned income from affiliate, current portion   800           0
       Total current liabilities                    2,392       1,330
Long-term debt, excluding current installments      9,439         297
Note payable to affiliate, excluding current
   installments                                    12,201      13,058
Unearned income from affiliate, excluding
         current portion                            7,590           0
       Total liabilities                           31,622      14,685
Minority interests in subsidiary                      942         857
Commitments and contingencies
Partners' capital -
    Limited partners' capital                       1,367       1,242
    General partner's capital                          22          20
       Total partners' capital                      1,389       1,262

       Total liabilities and partners' capital    $33,953     $16,804

       See accompanying notes to Condensed Consolidated Financial Statements.

<PAGE>

                         FFP Partners, L.P., and Subsidiary
                  Condensed Consolidated Statements of Operations
          For the Three and Nine Months Ended September 30, 1999 and 1998
                        (In thousands, except per unit data)
                                    (Unaudited)

                                    Three Months Ended       Nine Months Ended
                                    Sept 30,   Sept 30,     Sept 30,   Sept 30,
                                      1999       1998         1999       1998

Revenues -
    Rental income                     $757       $661       $2,213     $1,974
    Gain on sale of property             0          0            0         52
    Interest income                    255          0          600         11
      Total revenues                 1,012        661        2,813      2,037
Expenses -
    General and administrative
         expenses                       49        153          346        321
    Depreciation and amortization      303        321          887        923
    Interest expense                   506        322        1,368      1,081
      Total expenses                   858        796        2,601      2,325
Net income/(loss) before
   minority interest                   154       (135)         212       (288)
    Minority interest in subsidiary    (62)        70          (85)       114

Net income/(loss)                      $92       $(65)        $127      $(174)


Net income/(loss) per unit -
    Basic                            $0.04     $(0.03)       $0.06     $(0.08)
    Diluted                          $0.04     $(0.03)       $0.06     $(0.08)

Weighted average number of units
  outstanding -
    Basic                            2,272      2,272        2,272      2,272
    Diluted                          2,280      2,272        2,278      2,272

       See accompanying notes to Condensed Consolidated Financial Statements.


<PAGE>
                       FFP Partners, L.P. and Subsidiary
                 Condensed Consolidated Statements of Cash Flows
           Nine Months Ended September 30, 1999, and September 30, 1998
                                  (In thousands)
                                   (Unaudited)

                                                 Sept 30,    Sept 30,
                                                   1999        1998

Cash Flows from Operating Activities -
    Net (loss)                                     $127       $(174)
    Adjustments to reconcile net (loss) to
      cash provided by operating activities -
         Depreciation and amortization              887         923
         Minority interest in subsidiary             85        (114)
         Net change in operating assets
            and liabilities                        (194)        230
    Net cash provided/(used) by operating
        activities                                  905         865

Cash Flows from Investing Activities -
    Investments in leases with affiliate        (12,795)          0
    Lease payments from affiliate                   497           0
    Unearned lease income from affiliate          8,390           0
    Note receivable from affiliate               (2,692)          0
    Note payments from affiliate                    121           0
    Purchases of land and buildings              (2,841)        125
    Net cash provided/(used)by
        investing activities                     (9,320)        125

Cash Flows from Financing Activities -
    Proceeds from long-term debt                  9,550           0
    Payments on long-term debt                     (278)       (990)
    Payments on long-term debt to affiliate        (857)          0
    Net cash provided/(used) by financing
        activities                                8,415        (990)

Net Increase/(Decrease) in Cash                     $0          $0

Cash at beginning of period                          0           0
Cash at end of period                               $0          $0


Supplemental Disclosure of Cash Flow Information

   The Company received a promissory note in the amount of $80,000 in connection
with a sale of property during the nine months ended September 30, 1999.

   See accompanying notes to Condensed Consolidated Financial Statements.


<PAGE>

                      FFP Partners, L.P. and Subsidiary
              Notes to Condensed Consolidated Financial Statements
                              September 30, 1999
                                 (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 "Partnership."

   The Condensed  Consolidated  Balance Sheet as of September 30, 1999,  and the
Condensed  Consolidated  Statements  of Operations  and  Condensed  Consolidated
Statements  of Cash Flows for the periods  presented  have been  prepared by the
Partnership  without  audit.  In the  opinion of  management,  all  adjustments,
consisting only of normal recurring adjustments, necessary to fairly present the
Partnership's  financial  position as of September 30, 1999,  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.

   On  December  28,  1997,  the  Partnership  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 Partnership retained the real estate used
in the retail  businesses  and leased those  properties to FFP  Marketing.  As a
result of the restructuring,  the Partnership's  financial  statements after the
restructuring are not comparable in a meaningful way to its financial statements
prior to the restructuring.

   The notes to the audited consolidated financial statements which are included
in the Partnership's  Annual Report on Form 10-K for the year ended December 31,
1998,  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, 1999, except as discussed below.


2.  Change in Fiscal Year

   Prior to the restructuring of the Partnership completed on December 28, 1997,
the Partnership  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 Partnership has changed its fiscal year to coincide with the
calendar year. Accordingly,  the accompanying unaudited financial statements for
the nine-month period ended September 30, 1998,  include nine calendar months in
1998 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

   In February  1999,  the  Partnership  purchased 14  additional  improved real
properties from a third party on which 12 convenience stores and two truck stops
are  operational.  To fund that purchase,  the  Partnership  incurred  long-term
acquisition  debt with a third party lender in the original  principal amount of
$9,550,000.  This note is fully  amortizable  over 15 years with equal,  monthly
payments of principal and interest.  The payment of this note is secured by deed
of trust liens against the 14 properties acquired,  and FFP Marketing guaranteed
the  Partnership's  acquisition  indebtedness.  The  amount  of FFP  Marketing's
monthly lease payments to the Partnership equals the Partnership's  monthly debt
payments.

   The  Partnership  immediately  leased  the  14  purchased  properties  to FFP
Marketing  under real estate leases  accounted  for as operating  leases for the
land portion and direct  financing leases for the building  portion.  These real
estate  leases  provide for monthly  rentals  aggregating  $99,000 for a 15-year
term.  The operating  leases for the land portion have been  allocated a monthly
rental  aggregating  $28,000.  The direct  financing  leases  for the  buildings
portion have been allocated a monthly rental aggregating $71,000. The leases are
"triple  net"  leases,  under which the  Partnership  pays no taxes,  insurance,
operating,  or capital costs, and provide for an increase in rent payments after
each  five-year  period during the term of the leases based upon any increase in
the consumer price index.


   The  Partnership  also purchased  inventory and equipment at the 14 locations
for  approximately  $942,000  and  $1,750,000,   respectively.  The  Partnership
immediately sold this inventory and equipment to FFP Marketing in exchange for a
note  receivable.  The note bears  interest  at the prime rate and is payable in
monthly  installments  over 8 years.  This note was repaid in October 1999.  See
Note 6.


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 and nine months
ended September 30, 1999, and September 30, 1998, follows:


                                       Three Months Ended    Nine Months Ended
                                       Sept 30,    Sept 30,  Sept 30,  Sept 30,
                                         1998        1998      1999      1998
                                                   (In thousands)

Weighted average number of units
    outstanding                         2,272       2,272     2,272     2,272
Effect of dilutive options                  8           0         6         0
Weighted average number of units
    outstanding, assuming dilution      2,280       2,272     2,278     2,272


   Options to purchase  265,999 units and 241,999 units were not included in the
computation  of  diluted  net  income  (loss)  for both the three and nine month
periods ended September 30, 1999, and September 30, 1998, respectively,  because
to do so would have been  anti-dilutive.  Such options could potentially  dilute
basic net income per unit in the future.


5.  Prior Period Adjustment

   The Company  recorded a prior  quarter  adjustment  during the quarter  ended
September  30, 1999, to reflect one month's  interest  expense  attributable  to
long-term  debt  payable  to a third  party.  The  adjustment  should  have been
recorded  during the  quarter  ending June 30,  1999,  and is  reflected  in the
statement of  operations  for the nine months  ended  September  30,  1999.  The
adjustment  reduced  net income by $45,000  for the three and six month  periods
ended June 30, 1999.  Earnings per unit was reduced by $.02,  basic and diluted,
for both the three and six month periods ended June 30, 1999.  Limited partners'
and general partner's capital was reduced by $45,000 as of June 30, 1999.


6.  Subsequent Event

   On October 15, 1999, the  Partnership  closed new long-term  financing from a
third party  lender and repaid in full its  long-term  indebtedness  owed to FFP
Marketing.  The Company  executed a promissory note in the amount of $12,000,000
plus a  credit  enhancement  amount  of up to  $1,043,000.  This  note is  fully
amortizable over 20 years with equal,  monthly  payments of principal,  interest
and credit enhancement  charges in the amount of $123,000.  If none of the loans
with which the Partnership's  loan is pooled incurs a default during the term of
the loans, the Partnership's  credit enhancement payments will be applied by the
lender to reduce the principal balance of the note and result in a retirement of
such debt in  approximately  19 years.  The payment of this note is secured by a
deed of trust lien against 63 properties of the Partnership. At the time of such
refinancing,  FFP  Marketing  also  repaid  the  indebtedness  it  owed  to  the
Partnership  that was incurred in purchasing  inventory  and equipment  from the
Partnership at the 14 properties purchased by the Partnership in February 1999.

   In connection with the new financing,  FFP Marketing executed a new lease, or
exercised options to renew existing leases,  for all of those 63 properties such
that the  lease  term for  those  properties  is now 20  years.  The new  leases
continue to provide for "triple  net"  leases and for  increased  rent  payments
every five years based upon increases in the consumer price index.

<PAGE>
                              FFP Partners, L.P.
                    Management's Discussion and Analysis of
                Financial Condition and Results of Operations

General

   FFP  Partners,  L.P.  (the  "Partnership")  restructured  its  operations  in
December 1997 by  transferring  its  convenience  store,  retail motor fuel, and
other  businesses to FFP  Marketing  Company,  Inc.  ("FFP  Marketing").  In the
restructuring,  the  Partnership  retained the real estate  formerly used in the
retail businesses and now leases those properties to FFP Marketing. Accordingly,
no comparative income data exists for the Partnership for periods prior to 1998.

   Substantially  all of the  Partnership's  rental  income is derived  from the
various  convenience  store  and  other  retail  outlets  that it  leases to FFP
Marketing on a "triple net" basis.  Under those leases, FFP Marketing as tenant,
instead of the Partnership as landlord,  bears all taxes,  insurance,  operating
costs,  and  capital  costs for the  properties.  The leases  also  provide  for
increased  rent  payments  after each  five-year  period  during the term of the
leases in accordance with any increase in the consumer price index.

   The Partnership may acquire  additional real estate properties in the future.
Those  properties  may be leased to FFP  Marketing  or to  others,  although  no
assurance exists that additional properties will be acquired.  Future leases may
or may not be on a "triple-net" basis.


Results of Operations

   The  Partnership's  rent income and interest income  continued to increase in
the third  quarter.  Rent income  increased by $96,000 and $239,000 in the three
and  nine  months  ended  September  30,  1999,  respectively,  or 15% and  12%,
respectively,  over rent income in the corresponding  periods of the prior year.
Likewise,  interest income of $255,000 and $600,000 in the third quarter and the
first nine months of 1999,  respectively,  reflected improvement of $255,000 and
$589,000,  respectively,  over interest income in the  corresponding  periods of
1998.  Additional  land rent and  additional  interest  income  from the  direct
financing leases, both of which relate to the 14 properties acquired in February
1999,  caused these increases.  The increased levels of rent income and interest
income are expected to continue in succeeding quarters.

   General and  administrative  expenses  were $49,000 and $346,000 in the third
quarter  and the first nine months of 1999,  respectively,  compared to $153,000
and $321,000 in the corresponding periods of 1998, respectively. The three-month
decrease  of  68%  resulted  from a  third  quarter  correction  of  repair  and
maintenance  costs  incorrectly  recorded  in a prior  quarter.  The  nine-month
increase  of  8%  resulted  from  additional  costs  to  acquire  14  additional
properties in February 1999 and to prepare the Partnership's income tax returns.
Such  preparation  costs  were  higher  than in the  prior  year as a result  of
changing tax preparation software companies after the prior tax software company
discontinued that type of business.

   Interest expense increased to $506,000 in the third quarter of 1999, compared
to $322,000 in the third  quarter of 1998, a 58%  increase.  Likewise,  interest
expense  rose to  $1,368,000  in the  first  nine  months of 1999,  compared  to
$1,081,000  for the first nine  months of the prior  year,  an  increase of 27%.
Interest  expense  for both  periods  increased  as a result of  long-term  debt
associated  with the  additional  properties  acquired  in  February  1999.  The
increased  level of interest  expense is  expected  to  continue  in  succeeding
quarters but decline gradually over the 15-year term of that indebtedness.

   Operating  cash flows  (defined  for this  purpose as net income or loss plus
depreciation) increased to $1,014,000 in the first nine months of 1999, compared
to $749,000 for the corresponding  period of the prior year,  representing a 35%
increase.


Comparison to REIT's

   The  Partnership  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   Partnership's   operating
performance,  or to cash flow from operating activities determined in accordance
with GAAP as a measure of either liquidity or the Partnership's  ability to make
distributions or to fund its other operations.  The following table presents the
determination  of FFO for the  Partnership  for the three and nine month periods
ended September 30, 1999:


                                        Three Months Ended   Nine Months Ended
                                         Sept 30,  Sept 30,   Sept 30, Sept 30,
                                           1999      1998       1999     1998
                                         (In thousands, except per unit data)

Net income/(loss) before
    minority interests                     $154     $(135)      $212    ($288)
Adjustments -
    (Gain) from early debt payoff             0         0          0      (11)
    (Gains) from sales of properties          0         0          0      (52)
    Depreciation and amortization           303       321        887      923
Funds from operations                       457       186      1,099      572
Less - FFO attributable to minority
    interests in subsidiary                 183        74        440      229
Funds from operations attributable
    to the Partnership                     $274      $112       $659     $343
FFO per unit (based on units outstanding
    for diluted net income/(loss)
    per unit calculations)                $0.12     $0.05      $0.29    $0.15


   Although the Partnership has generated positive funds from operations, it has
not made distributions to unitholders  because  substantially all cash generated
from the Partnership's operations is required for debt payments. The refinancing
of Partnership  long-term debt is expected to improve the Partnership's net cash
flow.  The  terms  of such  new  long-term  financing  restrict  the  amount  of
Partnership  distributions  such that, after making any distribution,  the Fixed
Charge Coverage Ratio for each of the 63 pledged  properties secured by the loan
(summarized  below)  shall not be less than 1.30 to 1.00,  and the Fixed  Charge
Coverage Ratio for the Partnership (summarized below) shall be less than 1.35 to
1.00.  In  general,  the Fixed  Charge  Coverage  Ratio  during any period for a
pledged store equals the cash flow (pre-tax  income  before  minority  interest,
plus depreciation and interest  expense) of that store for that period,  divided
by the amount of debt  payments  for that store for that  period,  and the Fixed
Charge Coverage Ratio during a period for the  Partnership  equals the cash flow
(pre-tax  income  before  minority  interest,  plus  depreciation  and  interest
expense)  of the  Partnership  for that  period,  divided  by the amount of debt
payments of the Partnership for that period. Each Fixed Charge Coverage Ratio is
calculated for the 12-month  period ending each December 31.  Management has not
yet determined if or how much of any Partnership  distributions  will be made to
the Partnership's unitholders.


Liquidity and Capital Resources

   The Partnership  has contracted with FFP Marketing to provide  administrative
and other services for the  Partnership.  Under this management  agreement,  FFP
Marketing  makes payments on behalf of the Partnership and charges such payments
to its account while the rental income due to the Partnership from FFP Marketing
is applied to this  account.  Accordingly,  the  Partnership  does not  maintain
separate  cash  accounts at this time.  However,  as the  Partnership  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 Partnership for the foreseeable future.

   In June 1998, the Partnership,  FFP Marketing,  and the Partnership's primary
bank lender  restructured  the debt due to the lender for which the  Partnership
and FFP  Marketing  had  retained  joint  liability  after their  December  1997
organizational  restructuring.  Under this  agreement,  the lender  released the
Partnership  from  all  obligations  and  required  FFP  Marketing  to loan  the
Partnership  approximately  $14,773,000  (the  then  current  balance  of  those
obligations).  The Partnership  executed a note payable to FFP Marketing at that
time and pledged all of its real estate as security for that loan.  As a result,
the  Partnership  was indebted to FFP Marketing  during the period from June 28,
1998,  until October 15, 1999.  The terms of that loan mirrored the terms of the
prior  debt of FFP  Marketing  payable  to the  lender.  Under  that  note,  the
Partnership made monthly  principal  payments of $95,000,  plus monthly interest
payments of approximately $91,000, to FFP Marketing.

   On October  15,  1999,  the  Partnership  repaid its  long-term  indebtedness
payable to FFP  Marketing and third  parties when the  Partnership  incurred new
long-term  debt from a third party  lender in the original  principal  amount of
$12,000,000,  plus a credit enhancement amount of $1,043,000.  The interest rate
on the new debt is fixed at 9.7% per annum  over the  20-year  term of the note.
The new  financing  is secured  by deed of trust  liens and  security  interests
covering  63 of the  Partnership's  180  properties.  This  new  debt  is  fully
amortizable over a 20-year period with equal,  monthly payments of principal and
interest  payments of  $123,000,  including  payments on the credit  enhancement
amount.  As a result of the new  financing,  the  Partnership's  long-term  debt
payments have  decreased from  approximately  $186,000 per month to $123,000 per
month.

   In February 1999,  the  Partnership  purchased 12 convenience  stores and two
truck stops from a third party. To fund that purchase,  the Partnership incurred
long-term  acquisition debt with a third party lender in the original  principal
amount of  $9,550,000,  which is fully  amortizable  over 15 years  with  equal,
monthly  payments of principal and interest of $99,000.  The lender required FFP
Marketing to guarantee the Partnership's acquisition indebtedness as a condition
of the loan.  The  amount  of FFP  Marketing's  monthly  lease  payments  to the
Partnership equals the Partnership's monthly debt payments.

   Upon acquisition of those 14 properties,  the Partnership  immediately leased
them to FFP Marketing under real estate leases accounted for as operating leases
for the land portion and direct financing leases for the building portion. These
real estate leases  provide for monthly  rental rate  aggregating  $99,000 for a
15-year term.  The operating  leases for the land portion have been  allocated a
monthly  rental  aggregating  $28,000.  The  direct  financing  leases  for  the
buildings portion have been allocated a monthly rental aggregating  $71,000. The
Partnership's  aggregate  rental income from these real estate leases equals the
Partnership's  monthly principal and interest  obligations under its acquisition
debt.  The leases are "triple net" leases,  under which FFP  Marketing  pays all
taxes, insurance,  operating,  and capital costs, and provide for an increase in
rent payments  after each  five-year  period during the term of the leases based
upon any increase in the consumer price index.

   The  Partnership  also purchased  inventory and equipment at the 14 locations
acquired  in  February  1999 for  $942,000  and  $1,750,000,  respectively.  The
Partnership  immediately  sold this  inventory and equipment to FFP Marketing in
exchange for a note receivable. The note bears interest at the prime rate and is
payable  in  monthly  installments  over  8  years.  FFP  Marketing  repaid  the
Partnership in full for this note in October 1999.

   Although the Partnership  expects that any future property  acquisitions will
be centered on convenience stores and similar  properties,  it may also look for
opportunities in other types of investment  property that yield an above average
return with an acceptable level of risk.

Year 2000 Computer Issues

   The Year 2000 issue ("Y2K") is the result of computer software programs being
coded to use two digits rather than four to define the applicable  year. Some of
computer  programs  that have  date-sensitive  coding may recognize a date using
"00" as the year 1900 rather than the year 2000.  This  coding  could  result in
system failures or miscalculations, causing disruptions of operations.

   The  Partnership  relies upon FFP  Marketing  and its  computer  software and
hardware to manage the  Partnership's  rental  activities.  FFP  Marketing  also
utilizes  computer  programs in operating its own businesses.  FFP Marketing has
provided the Partnership with the following summary of its Y2K program.

   FFP Marketing has  approached  the Y2K issue in phases.  A Y2K project office
manager,  together with strong support from management,  has designed a Y2K work
plan  that is  currently  being  implemented.  The Y2K work plan  includes:  (1)
identifying  and  inventorying  all Year 2000  tasks and  items;  (2)  assigning
priorities to all tasks and items; (3) remediation of information systems ("IS")
application code,  testing and  reintegration to production,  as well as testing
all replaced systems software and  non-remediated  applications;  (4) contacting
third-party  vendors to verify their compliance and perform  selected  interface
tests with major vendors;  (5) determining FFP Marketing's Y2K  responsibilities
to  its   subsidiaries  and  affiliates;   and  (6)   establishing   contingency
alternatives assuming worst-case scenarios.

   FFP  Marketing  continues  to progress  favorably  in its  completion  of the
various tasks and target dates  identified  in the Y2K work plan.  FFP Marketing
believes it has identified  and  prioritized  all major  Y2K-related  items.  In
addition, many non-IS, merchandise,  equipment, financial institution, insurance
and public utility vendors have been contacted,  inquiring as to their readiness
and the readiness of their  respective  vendors.  FFP Marketing is continuing to
follow-up  with the above  vendors as required.  Testing  compliance  with major
vendors  is  planned  for the  remainder  of the year.  The  following  reflects
management's  assessment of FFP  Marketing's Y2K state of readiness on September
30, 1999:

                                               Estimated  Estimated
                                              Percentage  Completion
                                               Completed     Date
Phase
Internal IS and Non-IS systems and
   equipment:
     Awareness                                    96%      Dec 1999
     Assessment                                   93%      Dec 1999
     Remediation                                  93%      Dec 1999
     Testing                                      90%      Dec 1999
     Contingency planning                         85%      Dec 1999
Suppliers, customers and third party
   providers:
     Awareness-identify companies                100%      n/a
     Assessment questionnaire completed
        by major suppliers                        70%      Nov 1999
     Assessment review with third party
        providers                                 70%      Dec 1999
     Review contractual commitments               10%      Dec 1999
     Risk assessment                              90%      Dec 1999
     Contingency planning                         85%      Dec 1999
     Testing as applicable                        90%      Dec 1999


   FFP  Marketing's  estimates are judgmental and subject to error.  It believes
that work should be significantly finished at the estimated completion date, but
FFP   Marketing   will  continue  to  reevaluate   awareness,   send   follow-up
questionnaires and update contingency plans as considered necessary.

   FFP Marketing  estimates that its cost of the Y2K project will be $650,000 to
$750,000, of which about one-half will be capital costs.  Approximately $650,000
of these  costs have been  incurred  to date,  and any  remaining  costs will be
funded  through  operating  cash flow.  These costs  include the upgrade  and/or
replacement of computer software and hardware;  costs of remediated code testing
and  test  result  verification;  and the  reintegration  to  production  of all
remediated  applications.   In  addition,  the  costs  include  the  testing  of
applications and software  currently  certified as Y2K compliant.  FFP Marketing
does not separately track the internal costs incurred for the Y2K project, which
are  primarily the related  payroll costs for the IS and various user  personnel
participating in the project.

   Due to the general uncertainty inherent in the Y2K process,  primarily due to
issues  surrounding  the Y2K readiness of third-party  suppliers and vendors,  a
reasonable  worst-case  scenario is difficult  to  determine  at this time.  FFP
Marketing  does  not  anticipate  more  than  temporary   isolated   disruptions
attributed to Y2K issues to affect either FFP Marketing or its primary  vendors.
FFP  Marketing is  concentrating  on four  critical  business  areas in order to
identify,  evaluate and  determine the scenarios  requiring the  development  of
contingency plans: (1) merchandise  ordering and receipt, (2) petroleum products
ordering and receipt,  (3)  disruption  of power at retail  sites,  and (4) cash
collection and disbursement systems. To the extent vendors are unable to deliver
products  due to their own Year 2000  issues,  FFP  Marketing  believes  it will
generally have alternative  sources for comparable  products and does not expect
to experience any material business  disruptions.  Although considered unlikely,
the failure of public  utility  companies to provide  telephone  and  electrical
service  could have material  consequences.  Contingency  planning  efforts will
escalate as FFP Marketing  continues to receive and evaluate  responses from all
of its primary  merchandise  vendors and service  providers.  These  contingency
plans are scheduled to be complete by the end of the year.

   The costs of the Y2K  project  and the date on which FFP  Marketing  plans to
complete the Y2K  modifications  are based on its  management's  best estimates,
which were derived utilizing numerous assumptions of future events including the
continued availability of certain resources,  third-party modification plans and
other factors. As a result, there can be no assurance that these forward-looking
estimates will be achieved and the actual costs.  Vendor compliance could differ
materially from FFP Marketing's  current  expectations  and result in a material
financial risk. In addition,  while FFP Marketing is making significant  efforts
in  addressing  all  anticipated  Y2K risks  within its  control,  this event is
unprecedented.  Consequently,  there can be no assurance that the Y2K issue will
not have a  material  adverse  impact on FFP  Marketing's  or the  Partnership's
operating results and financial condition.


Forward-Looking Statements

   Certain  of  the  statements  made  in  this  report  are   "forward-looking"
statements that involve inherent risks and uncertainties. As defined by the U.S.
Private Securities Litigation Reform Act of 1995,  "forward-looking"  statements
include  information  about  the  Partnership  that is based on the  beliefs  of
management and the assumptions made by, and information  currently available to,
management.  In making  such  forward-looking  statements,  the  Partnership  is
relying upon the "statutory safe harbors"  contained in the applicable  statutes
and  the  rules,  regulations  and  releases  of  the  Securities  and  Exchange
Commission.  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," "expects," "believes," and similar
phrases.  Among the factors that could cause actual results to differ materially
from the statements made are 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  Partnership'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  Partnership;  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
Partnership's  properties  to only one  tenant;  the  Partnership's  ability  to
generate funds  sufficient to meet its debt service payments and other operating
expenses;  the  inability  of the  Partnership  to control  the  management  and
operation  of its  tenant  and the  businesses  conducted  on the  Partnership'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  Partnership's  existing debt,
which requires a so-called  "balloon" payment of principal in November 2000, may
be refinanced at a higher  interest rate or on other terms less favorable to the
Partnership than at present;  the existence of complex tax regulations  relating
to the Partnership'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  Partnership'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  Partnership  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.

   Should one or more of these risks or uncertainties materialize, or should any
underlying  assumptions  prove  incorrect,  actual  results or outcomes may vary
materially from those  described  herein as  anticipated,  believed,  estimated,
expected, or intended.


            QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKS

   The Partnership  has been, but is no longer,  subject to market risks related
to variable  interest rates.  Interest  expense on the  Partnership's  long-term
indebtedness  payable to FFP Marketing  during the first nine months of 1999 was
calculated  at the prime rate of  interest,  which was  subject to change.  Such
indebtedness  was repaid in full on October 15,  1999,  with the proceeds of new
fixed rate financing.


                    EXHIBITS AND REPORTS ON FORM 8-K

Exhibits

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

Reports on Form 8-K

   The  Partnership 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:  November 5, 1999                   By:  /s/ Craig T. Scott
                                          -----------------------------------
                                          Craig T. Scott
                                          Vice President - Finance,
                                          Chief Financial Officer and
                                          General Counsel