SECURITIES AND EXCHANGE COMMISSION
                              Washington, D.C. 20549



                                  FORM 8-K

                               CURRENT REPORT



   Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

  Date of Report (Date of earliest event reported) December 21, 1999



                           FFP PARTNERS, L.P.
             (Exact name of registrant as specified in its charter)




            Delaware                    1-9510                   75-2147570
 (State or other jurisdiction of     (Commission               (IRS employer
 incorporation or organization)      File Number)           Identification No.)


        2801 Glenda Avenue, Fort Worth, Texas                 76117-4391
      (Address of principal executive offices)                (Zip Code)


        Registrant's telephone number, including area code  817/838-4700


                                  Not applicable
         (Former name or former address, if changed since last report)


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ITEM 4

   KPMG LLP ("KPMG") served as the registrant's  independent accountant to audit
the consolidated financial statements of the registrant for each of its two most
recent years ended  December 31,  1998,  and December 31, 1997.  In November and
December 1999,  the registrant  sought  proposals  from four  accounting  firms,
including  KPMG and Grant Thornton LLP ("Grant  Thornton"),  with respect to the
audit of the registrant's  consolidated financial statements for its fiscal year
ending December 31, 1999.

   On December 15, 1999,  the registrant  vebally  advised KMPG that, as part of
the  registrant's   effort  to  reduce  general  and  administrative   expenses,
management  would  recommend a  dismissal  of KPMG as the  registrant's  outside
accounting firm to audit the registrant's  consolidated financial statements for
its fiscal year ending December 31, 1999 and the engagement of Grant Thornton in
that  capacity.  On December 21, 1999, the audit  committee of the  registrant's
board of Directors approved these actions.

   The reports of KPMG on the financial statements of the registrant for its two
most recent years do not contain an adverse  opinion or a disclaimer of opinion,
and were not qualified or modified as to uncertainty, audit scope, or accounting
principles.

   There  were no  disagreements  between  the  registrant  and KPMG  during the
registrant's  two most recent  fiscal  years or any  subsequent  interim  period
preceding the dismissal as to any matter of accounting  principles or practices,
financial statement disclosure, or auditing scope of procedure.  After its audit
of the registrant's  financial statements for its fiscal year ended December 31,
1998,  KPMG  advised  the  registrant  that  certain  internal  control  matters
constituted  material  weaknesses and reportable  conditions.  During its fiscal
year 1999, the registrant has taken remedial action in an attempt to rectify and
improve each of these matters.  The audit committee of the board of directors of
the  registrant  has discussed  these matters with KPMG,  and the registrant has
authorized  KPMG to respond fully to the inquiries of Grant Thornton about these
matters.

   On October 15, 1999, the registrant  closed new financing with a 20-year term
from a third party  lender and repaid in full its  long-term  indebtedness  then
payable to FFP Marketing Company, Inc. ("FFP Marketing"). As a condition of that
new financing,  on the same date, the registrant and FFP Marketing both executed
a new real estate lease with a 20-year term, and FFP Marketing exercised options
to extend the term of prior real estate leases to a 20-year  term,  for land and
buildings at 63 convenience store locations owned by the registrant and operated
by FFP Marketing.

   At the  time of the  registrant's  preparation  of Form  10-Q  for its  third
quarter of 1999,  which was filed prior to the dismissal of KPMG as registrant's
accounting  firm,  KPMG concluded that such 20-year real estate leases should be
accounted  for as direct  financing  leases  instead of  operating  leases.  The
determination  as to whether  these lease should be treated as direct  financing
leases or operating leases for accounting  purposes could materially  impact the
financial  statements of registrant  for its 1999 fiscal year. As of the date of
the  filing of this Form 8-K,  registrant  has not yet  determined  the  correct
accounting  treatment of such leases because it has not yet completed its review
of all of the relevant  factual matters  necessary to make such a determination.
Therefore,  this issue was not resolved to the satisfaction of KPMG prior to its
dismissal.  As of this date,  registrant  has not sought the opinion,  advice or
views of Grant Thornton as to this issue or any other accounting principle,  and
this issue had no bearing on the registrant's decision to change auditing firms.


Item 7.  Financial Statements and Exhibits

   (a)   Not applicable
   (b)   Not applicble
   (c)   Exhibits

         16.1    Letter of KPMG LLP dated December 29, 1999


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                                    SIGNATURES

   Pursuant to the  requirements of the Securities and Exchange Act of 1934, the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned hereunto duly authorized.


Dated:  December 29, 1999                FFP PARTNERS, L.P.
                                         (Registrant)
                                         By: FFP Real Estate Trust,
                                             sole general partner

                                         By: /s/ Craig T. Scott
                                         Craig T. Scott
                                         Vice President - Finance