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


                                   FORM 12b-25

                                                       SEC FILE NUMBER 1-9510
                                                       CUSIP NUMBER 30242M 10 6




                           NOTIFICATION OF LATE FILING

(Check One):

 |_| Form 10-K |_| Form 20-F |_| Form 11-K |X| Form 10-Q |_| Form N-SAR

     For Period Ended: March 31, 1999
     [ ] Transition Report on Form 10-K
     [ ] Transition  Report on Form 20-F
     [ ] Transition  Report on Form 11-K
     [ ] Transition Report on Form 10-Q
     [ ] Transition Report on Form N-SAR
     For the Transition Period Ended:_________________________________________


     
Read Instruction (on back page) Before Preparing Form. Please Print or
     Type.

Nothing in this form shall be construed to imply that the Commission has
     verified any information contained herein.
     
If the notification relates to a portion of the filing checked above, identify
     the Item(s) to which the notification relates:


     
PART I -- REGISTRANT INFORMATION

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Full Name of Registrant:  FFP Partners, L.P.

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Former Name if Applicable:  Not applicable

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Address of Principal Executive Office (Street and Number):  2801 Glenda Avenue
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City, State and Zip Code:  Fort Worth, Texas  76117-4391


PART II -- RULES 12b-25(b) AND (c)

If the subject report could not be filed without unreasonable effort or
     expense and the registrant seeks relief pursuant to Rule 12b-25(b), the
     following should be completed. (Check box if appropriate)

     (a) The reasons described in reasonable detail in Part III of this form
     could not be eliminated without unreasonable effort or expense;

X    (b) The subject annual report, semi-annual report, transition report on
     Form 10-K, Form 20-F, Form 11-K or Form N-SAR, or portion thereof, will be
     filed on or before the fifteenth calendar day following the prescribed due
     date; and subject quarterly report or transition report on Form 10-Q, or
     portion thereof will be filed on or before the fifth calendar day
     following the prescribed due date; and

     (c) The accountant's statement or other exhibit required by Rule 12b-25(c)
     has been attached if applicable.

PART III -- NARRATIVE

State below in reasonable detail the reasons why Forms 10-K, 20-F, 11-K, 10-Q,
     N-SAR, or the transition report or portion thereof, could not be filed
     within the prescribed time period.

Certain financial and other information required to be disclosed in the
     Registrant's Form 10-Q could not be obtained by Registrant prior to the
     required filing date for the report.


PART IV--OTHER INFORMATION

(1)  Name and telephone number of person to contact in regard to this
     notification

     Craig T. Scott               817                   838-4707
         (Name)               (Area Code)          (Telephone Number)

(2)  Have all other periodic reports required under Section 13 or 15(d) of the
     Securities Exchange Act of 1934 or Section 30 of the Investment Company Act
     of 1940 during the preceding 12 months or for such shorter period that the
     registrant was required to file such report(s) been filed? If answer is no,
     identify report(s). |x| Yes |_| No

(3)  Is it anticipated that any significant change in results of operations from
     the corresponding period for the last fiscal year will be reflected by the
     earnings statements to be included in the subject report or portion
     thereof? |x| Yes |_| No

If so, attach an explanation of the anticipated change, both narratively and
     quantitatively, and, if appropriate, state the reasons why a reasonable
     estimate of the results cannot be made.

   FFP  Partners  estimates  that it  incurred  a loss of  $17,000  in the first
quarter of 1999  ($0.01 per  unit),  compared  to a loss of $47,000 in the first
quarter of 1998 ($0.02 per unit).  Revenues are  estimated to have increased to
$773,000 in the first  quarter of 1999 from $667,000 in the first quarter of the
prior year, a 16% increase. This expected increase resulted from the purchase on
February 26, 1999,  of 14 properties  now under lease to FFP Marketing  Company,
Inc.  (AMEX - "FMM") for use as  convenience  stores or truck stops. A review of
the  quarterly  results  has not yet  been  completed  and  could  modify  these
projections.

   Some  of  the  matters  discussed  here  contain  forward-looking  statements
regarding  the future  business  prospects  and plans of FFP Partners  which are
inherently subject to risks and uncertainties,  including competitive pressures,
changes in economic  conditions,  and the issuance of or changes in governmental
regulations. These issues, along with other factors which may be identified from
time to time in the  company's  reports filed with the  Securities  and Exchange
Commission,  could cause actual results or plans to differ materially from those
indicated in the forward-looking statements.

===============================================================================

                               FFP Partners, L.P.
                  (Name of Registrant as Specified in Charter)

has caused this notification to be signed on its behalf by the undersigned
hereunto duly authorized.


Date - May 17, 1999                 By:  FFP Real Estate Trust
                                         General Partner

                                         By:  /s/ Craig T. Scott
                                              Craig T. Scott, Vice President

INSTRUCTION: The form may be signed by an executive officer of the registrant or
by any other duly  authorized  representative.  The name and title of the person
signing  the form  shall  be typed or  printed  beneath  the  signature.  If the
statement is signed on behalf of the registrant by an authorized  representative
(other than an executive officer), evidence of the representative's authority to
sign on behalf of the registrant shall be filed with the form.

                                    ATTENTION
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        Intentional misstatements or omissions of fact constitute Federal
                    Criminal Violations (See 18 U.S.C. 1001).
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                              GENERAL INSTRUCTIONS

     1.   This form is required by Rule 12b-25 (17 CFR 240.12b-25) of the
          General Rules and Regulations under the Securities Exchange Act of
          1934.

     2.   One signed original and four conformed copies of this form and
          amendments thereto must be completed and filed with the Securities
          and Exchange Commission, Washington, D.C. 20549, in accordance with
          Rule 0-3 of the General Rules and Regulations under the Act. The
          information contained in or filed with the form will be made a matter
          of public record in the Commission files.

     3.   A manually signed copy of the form and amendments thereto shall be
          filed with each national securities exchange on which any class of
          securities of the registrant is registered.

     4.   Amendments to the notifications must also be filed on form 12b-25 but
          need not restate information that has been correctly furnished. The
          form shall be clearly identified as an amended notification.

     5.   Electronic Filers. This form shall not be used by electronic filers
          unable to timely file a report solely due to electronic difficulties.
          Filers unable to submit a report within the time period prescribed due
          to difficulties in electronic filing should comply with either Rule
          201 or Rule 202 of Regulation S-T (ss.232.201 or ss.232.202 of this
          chapter) or apply for an adjustment in filing date pursuant to Rule
          13(b) of Regulation S-T (ss.232.13(b) of this chapter).