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, 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 August 10, 1999)


<PAGE>

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


                                                 June 30,   December 31,
                                                    1999         1998
                   Assets

Current assets -
   Prepaid expenses and other current assets         $299         $26
   Investment in lease from affiliate                 853           0
   Note receivable from affiliate, current portion    268           0
       Total curent assets                          1,420          26
Real property -
    Land and improvements                           8,518       5,929
    Buildings                                      21,034      21,329
    Total real property, excluding depreciation    30,104      27,258
    Accumulated depreciation                      (11,158)    (10,574)
    Total real property, net                       18,946      16,684
Investment in lease from affiliate,
    net of current portion                         11,658           0
Note receivable from affiliate, net of
    current portion                                 2,366           0
Other assets, net                                      40          94

       Total assets                               $34,430     $16,804


      Liabilities and Partners' Capital

Current liabilities -
    Current installments of long-term debt           $371        $148
    Current installments of long-term debt
         to affiliate                               1,143       1,143
    Accrued liabilities and due to affiliate           66          39
    Unearned income from affiliate, current portion   799           0
       Total current liabilities                    2,379       1,330
Long-term debt, excluding current installments      9,521         297
Note payable to affiliate, excluding current
   installments                                    12,487      13,058
Unearned income from affiliate, excluding
         current portion                            7,792           0
       Total liabilities                           32,179      14,685
Minority interests in subsidiary                      910         857
Commitments and contingencies
Partners' capital -
    Limited partners' capital                       1,320       1,242
    General partner's capital                          21          20
       Total partners' capital                      1,341       1,262

       Total liabilities and partners' capital    $34,430     $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 Six Months Ended June 30, 1999 and 1998
                        (In thousands, except per unit data)
                                    (Unaudited)

                                    Three Months Ended       Six Months Ended
                                    June 30,   June 30,     June 30,   June 30,
                                      1999       1998         1999       1998

Revenues -
    Rental income                     $752       $700       $1,457     $1,313
    Gain on sale of property             0          0            0         52
    Interest income                    255         10          345         12
      Total revenues                 1,007        710        1,802      1,377
Expenses -
    General and administrative
         expenses                      124         95          297        168
    Depreciation and amortization      287        312          585        602
    Interest expense                   435        390          787        759
      Total expenses                   846        797        1,669      1,529
Net income/(loss) before
         minority interest              96        (61)          80       (108)
    Minority interest in subsidiary    (65)        26          (53)        44

Net income/(loss)                      $96       $(61)         $80      $(108)


Net income/(loss) per unit -
    Basic                            $0.04     $(0.03)       $0.04     $(0.05)
    Diluted                          $0.04     $(0.03)       $0.04     $(0.05)

Weighted average number of units
  outstanding -
    Basic                            2,272      2,272        2,272      2,272
    Diluted                          2,280      2,272        2,277      2,272


     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, 1999, and June 30, 1998
                               (In thousands)
                                (Unaudited)

                                                 June 30,    June 30,
                                                   1999        1998

Cash Flows from Operating Activities -
    Net (loss)                                      $80       $(108)
    Adjustments to reconcile net (loss) to
      cash provided by operating activities -
         Depreciation and amortization              585         602
         Minority interest in subsidiary             53         (44)
         Net change in operating assets
            and liabilities                        (194)         54
    Net cash provided/(used) by operating
        activities                                  524         504

Cash Flows from Investing Activities -
    Investments in leases with affiliate        (12,511)          0
    Unearned lease income from affiliate          8,592           0
    Note receivable from affiliate               (2,634)          0
    Purchases of land and buildings              (2,847)         (2)
    Net cash provided/(used)by
        investing activities                     (9,400)         (2)

Cash Flows from Financing Activities -
    Proceeds from long-term debt                  9,550           0
    Payments on long-term debt                     (103)       (502)
    Payments on long-term debt to affiliate        (571)          0
    Net cash provided/(used) by financing
        activities                                8,876        (502)

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

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



     See accompanying notes to Condensed Consolidated Financial Statements.


<PAGE>

                      FFP Partners, L.P. and Subsidiary
           Notes to Condensed Consolidated Financial Statements
                                June 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 June  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 June 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
six months ended June 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 periods ended June 30, 1998, include the calendar 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 June 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.  The  Partnership  immediately  leased the  properties  to FFP
Marketing  under leases  accounted for as operating  leases for the land portion
and direct  financing  leases for the building  portion,  respectively.  Each of
these  leases have a 15-year  term.  The  operating  land  leases  provide for a
monthly rental aggregating  approximately  $28,000.  The direct financing leases
provide for a monthly rental aggregating approximately $71,000. The aggregate of
these  lease  payments  from FFP  Marketing  equals  the  Partnership's  monthly
principal and interest  payments payable 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.

   In addition,  the  Partnership  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.

   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.  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.


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 six months ended
June 30, 1999, and June 30, 1998, follows:

                                        Three Months Ended    Six Months Ended
                                       June 30,    June 30,  June 30,  June 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         5         0
Weighted average number of units
    outstanding, assuming dilution      2,280       2,272     2,277     2,272

   Options to  purchase  265,999  and  241,999  units were not  included  in the
computation of diluted net  income/(loss)  per unit for the three and six months
ended June 30,  1999,  and June 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.


<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 consumers 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

   Rent income of $752,000 and $1,457,000 in the three and six months ended June
30, 1999, represented increases of $52,000 and $144,000, respectively, or 7% and
11%,  respectively,  over rent income in the corresponding  periods of the prior
year.  Likewise,  interest income of $255,000 and $345,000 in the second quarter
and  first  half  of  1999  reflected  improvement  of  $245,000  and  $333,000,
respectively,  or 2450% and 2780%, respectively,  over interest and other income
in the corresponding  periods of 1998. These increases  resulted from additional
land rent and  additional  interest  income  from the  direct  financing  leases
relating  to the 14  properties  acquired in February  1999.  Rent and  interest
income are expected to remain  consistent  with the second quarter in succeeding
quarters.

   General and  administrative  expenses of $124,000  and $297,000 in the second
quarter  and the first half of 1999,  compared  to $95,000  and  $168,000 in the
corresponding periods of 1998, respectively, reflected increases of 31% and 77%,
respectively.  These increases were largely due to additional  costs incurred in
connection with the acquisition of the 14 additional properties in February 1999
and the preparation of 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  $435,000  in the  second  quarter  of 1999,
compared to $390,000 in the second  quarter of 1998, a 17%  increase.  Likewise,
interest  expense  rose to  $787,000  in the  first  half of 1999,  compared  to
$759,000  for the first half of the prior  year,  an  increase  of 4%.  Interest
expense for both periods increased as a result of long-term debt associated with
the additional  properties acquired in February 1999. Increased interest expense
is expected to  continue in the future as a result of the  additional  long-term
debt.

   Cash flows  provided by  operating  activities  increased  to $524,000 in the
first half of 1999,  compared to $504,000  for the  corresponding  period of the
prior year, representing a 4% 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 six month  periods
ended June 30, 1999:

                                         Three Months Ended   Six Months Ended
                                         June 30,  June 30,   June 30, June 30,
                                           1999      1998       1999     1998
                                         (In thousands, except per unit data)

Net income/(loss) before
    minority interests                     $161      $(87)      $133    ($152)
Adjustments -
    (Gain) from early debt payoff             0       (11)         0      (11)
    (Gains) from sales of properties          0         0          0      (52)
    Depreciation and amortization           287       312        585      602
Funds from operations                       448       214        718      387
Less - FFO attributable to minority
    interests in subsidiary                 179        85        287      154
Funds from operations attributable
    to the Partnership                     $269      $129       $431     $233
FFO per unit (based on units outstanding
    for diluted net income/(loss)
    per unit calculations)                $0.12     $0.06      $0.19    $0.10

   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.  In connection
with the possible  refinancing of its debt referred to above, the Partnership is
seeking to extend the maturity of the debt, which could result in an increase in
the  Partnership's  net cash flow.  However,  there can be no assurance that the
Partnership  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 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, at this time,
maintain separate cash accounts.  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.

   Effective  June  28,  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. In turn,  FFP
Marketing  pledged  the note from the  Partnership  and the  Partnership's  real
estate as additional collateral on its debt to the lender. On June 28, 1999, FFP
Marketing  repaid such lender in full,  and such lender  released  such note and
real  estate  from all of its  liens.  As a  result,  as of June 30,  1999,  the
Partnership  continues  to be indebted to FFP  Marketing  The terms of that loan
mirror  the  terms  of the  prior  debt  of FFP  Marketing  to the  lender.  The
Partnership  is  required to make  monthly  principal  payments of $95,000  plus
accrued interest at the prime rate.

   In April 1999, the Partnership executed a non-binding letter of intent with a
third party lender to provide  refinancing of the  Partnership's  long-term debt
payable to FFP Marketing. The Partnership is currently seeking such refinancing,
which is  expected to be secured by a deed of trust lien and  security  interest
covering 63 of the  Partnership's  properties.  Such  refinancing is expected to
provide  for equal,  monthly  principal  and  interest  payments  over a 20-year
amortization  period.  The Partnership has not yet received a binding commitment
for such refinancing but does  anticipate,  but gives no assurance of, a closing
of such refinancing in the third quarter.

   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.  The  Partnership  immediately  leased the  properties  to FFP
Marketing under leases accounted for as operating and direct  financing  leases,
respectively.  Each lease has a 15-year term.  The operating land leases provide
for a monthly rental  aggregating  $28,000.  The direct financing leases provide
for a monthly rental aggregating  $71,000. The aggregate of these lease payments
from FFP  Marketing  equals the  Partnership's  monthly  principal  and interest
payments payable 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.

   In addition,  the  Partnership  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.

   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.  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.

   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 are being contacted,  inquiring as to their readiness
and the  readiness  of their  respective  vendors.  FFP  Marketing  will perform
follow-up  efforts 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 June 30,
1999:


                                               Estimated  Estimated
                                              Percentage  Completion
                                               Completed     Date
Phase
Internal IS and Non-IS systems and
   equipment:
     Awareness                                    95%      Dec 1999
     Assessment                                   90%      Oct 1999
     Remediation                                  80%      Oct 1999
     Testing                                      50%      Nov 1999
     Contingency planning                         30%      Oct 1999
Suppliers, customers and third party
   providers:
     Awareness-identify companies                 70%      Sep 1999
     Assessment questionnaire completed
        by major suppliers                        30%      Oct 1999
     Assessment review with third party
        providers                                 30%      Nov 1999
     Review contractual commitments               10%      Sep 1999
     Risk assessment                              50%      Aug 1999
     Contingency planning                         40%      Sep 1999
     Testing as applicable                        40%      Oct 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
approximately  $500,000 to  $750,000,  of which about  one-half  will be capital
costs. The costs incurred to date approximate $400,000,  with the remaining cost
for outside consultants software and hardware  applications to be funded through
operating cash flow. This estimate  includes costs related to 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 September 1999.

   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.


<PAGE>


                         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:  August 19, 1999                    By:  /s/ Craig T. Scott
                                          -----------------------------------
                                          Craig T. Scott
                                          Vice President - Finance,
                                          Chief Financial Officer and
                                          General Counsel