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 March 31, 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 May 15, 1999)


<PAGE>

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


                                                 March 31,   December 31,
                                                    1999         1998
                   Assets

Current assets -
   Prepaid expenses and other                        $307         $26
   Investment in lease from affiliate                 852           0
Real property -
    Land and improvements                           8,518       5,929
    Buildings                                      21,034      21,329
                                                   29,552      27,258
    Accumulated depreciation                      (10,871)    (10,574)
                                                   18,681      16,684
Investment in lease from affiliate,
   net of current portion                          11,919           0
Note receivable from affiliate                      3,012          44
Other assets, net                                      42          50

      Total assets                                $34,813     $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                               711          39
            Total current liabilities               2,225       1,330
Long-term debt, excluding current
    installments                                    9,586         297
Note payable to affiliate, excluding current
   installments                                    12,773      13,058
Unearned income from affiliate                      8,139           0
      Total liabilities                            32,723      14,685
Minority interests in subsidiary                      845         857
Commitments and contingencies
Partners' capital -
    Limited partners' capital                       1,225       1,242
    General partner's capital                          20          20
       Total partners' capital                      1,245       1,262

      Total liabilities and partners' capital     $34,813     $16,804


     See accompanying notes to Condensed Consolidated Financial Statements.


<PAGE>

                        FFP Partners, L.P., and Subsidiary
                       Consolidated Statements of Operations
            For the Three Months Ended March 31, 1999 and March 31, 1998
                        (In thousands, except per unit data)
                                    (Unaudited)

                                             March 31,    March 31,
                                                1999        1998

Revenues -
    Rental income                                $704       $613
    Gain on sale of property                        0         52
    Interest and other income                      69          2
      Total revenues                              773        667

Expenses -
    General and administrative expenses           173         73
    Depreciation and amortization                 297        290
    Interest expense                              331        369
      Total expenses                              801        732

(Loss) before minority interest                   (28)       (65)

    Minority interest in subsidiary                11         18

Net (Loss)                                       $(17)      $(47)

Net (loss) per unit -
    Basic                                      $(0.01)    $(0.02)
    Diluted                                     (0.01)     (0.02)

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


     See accompanying notes to Condensed Consolidated Financial Statements.

<PAGE>

                     FFP Partners, L.P. and Subsidiary
               Condensed Consolidated Statement of Cash Flows
           Three Months Ended March 31, 1999, and March 31, 1998
                               (In thousands)
                                (Unaudited)

                                                March 31,    March 31,
                                                   1999        1998

Cash Flows from Operating Activities -
    Net (loss)                                    $(17)       $(47)
    Adjustments to reconcile net (loss) to
      cash provided by operating activities -
         Depreciation and amortization             297         290
         Minority interest in subsidiary           (11)        (18)
         Net change in operating assets
            and liabilities                       (280)        (11)
    Net cash provided/(used) by operating
        activities                                 (11)        214

Cash Flows from Investing Activities -
    Investment in lease, net                    (3,959)          0
    Additions of property, net                  (2,295)          3
    Net cash provided/(used)by
        investing activities                    (6,254)          3

Cash Flows from Financing Activities -
    Net borrowing/(repayments) under credit
        facilities                               6,265        (217)
    Net cash provided/(used) by financing
        activities                               6,265        (217)

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
                               March 31, 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 Sheets at March 31, 1999, and December 31,
1998, and the Consolidated  Statements of Operations and Condensed  Consolidated
Statement  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 March 31, 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.

   In December 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.

   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
three months ended March 31, 1999, except as discussed below.


2.  Change in Fiscal Year

   Prior to the restructuring of the Partnership that occurred in December 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 months  ended March 31,  1998,  include the three 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 March 31, 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 and direct  financing  leases,
respectively.  The leases each have 15-year  terms.  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 because 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 months ended March
31, 1999, and March 31, 1998, follows:

                                                March 31,   March 31,
                                                  1998        1998
                                                  (In thousands)

Weighted average number of units
    outstanding                                   2,272       2,272
Effect of dilutive options                            0           0
Weighted average number of units
    outstanding, assuming dilution                2,272       2,272

   Options to purchase  295,999 units and 241,999 units were not included in the
computation  of diluted  (loss) per unit for the three  months  ended  March 31,
1999,  and  March  31,  1998,  respectively,  because  to do so would  have been
antidilutive. Such options could potentially dilute basic 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 for the Partnership exists 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 for First Quarter 1999 compared with First Quarter 1998

   Rent  income of  $704,000  in the first  quarter  of 1999  represented  a 15%
increase, or $91,000, over rent income of $613,000 in the first quarter of 1998.
Likewise,  interest  and other  income of $69,000  in the first  quarter of 1999
represented  an increase of $67,000 over  interest and other income of $2,000 in
the first quarter of 1998.  These  increases  were largely due to the receipt of
one  month's  land rent and  interest  income  from the direct  financing  lease
resulting  from the 14  properties  acquired  in  February  1999.  As with other
revenue and expense items associated with these additional properties,  rent and
interest income are expected to increase further in succeeding quarters.
 
   General and  administrative  expenses  were  $173,000 in the first quarter of
1999,  compared  to $73,000  in the first  quarter of 1998.  This  increase  was
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 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 declined to $331,000 in the first quarter of 1999,  compared
to  $369,000  in the first  quarter  of 1998,  or 10%,  as a result  of  reduced
long-term bank debt on which interest  expense is payable.  In future,  however,
interest  expense is expected to  increase  as a result of the  additional  debt
incurred in connection with the acquisition of properties in February 1999. 

   Cash flows used by  operating  activities  in the first  quarter of 1999 were
$11,000, while cash flows provided by  operating activities in the first quarter
of 1998 were $214,000.  The difference  resulted  principally from closing costs
incurred in purchasing the 14 additional properties in February 1999.

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 month periods ended March
31, 1999 and 1998:

                                                 March 31,   March 31,
                                                   1999        1998
                                       (In thousands, except per unit data)

(Loss) before minority interests                  $(28)       $(65)
Adjustments -
    (Gains) from sales of properties                 0         (52)
    Depreciation and amortization                  297         290
Funds from operations                              269         173
Less - FFO attributable to minority
    interests in subsidiary                         11          18
Funds from operations attributable
     to the Partnership                           $258        $155
FFO per unit (based on units outstanding
    for diluted loss per unit calculations)      $0.12       $0.07

   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 might make funds available for
distribution  to  unitholders.  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 to 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  by 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 reached an agreement to restructure  the debt
due to the lender  for which the  Partnership  and FFP  Marketing  were  jointly
liable but for which the  Partnership  had retained the  liability in connection
with its December 1997 restructuring.  Under this agreement, the lender released
the  Partnership  from all  obligations  under the Loan and  Security  Agreement
covering  the debt and  permitted  a  subsidiary  of FFP  Marketing  to loan the
Partnership  approximately $14,773,000 (the then current balance of the debt for
which the Partnership  had retained  liability in the  restructuring).  The loan
from FFP Marketing to the Partnership is secured by all real estate owned by the
Partnership  and  was  pledged  as  additional  collateral  on the  debt  of FFP
Marketing  to the lender.  The terms of the loan mirror the terms of the debt of
FFP  Marketing  to  the  lender,  which  remain  unchanged.   Accordingly,   the
restructuring of this debt has no additional  economic impact on the Partnership
although the  Partnership is now liable to FFP Marketing  rather than the lender
for this debt.

   In April  1999,  the  Company  executed a letter of intent with a third party
lender to provide  refinancing  of the  Partnership's  long-term  bank debt. The
Company is currently seeking such  refinancing,  which is expected to be secured
by a deed of trust lien and security  interest  covering 65 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 Company has not
yet received a binding commitment for such refinancing.

  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.  The leases each have 15-year  terms.  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 from a third party lender
for its February 1999 purchase in the original  principal  amount of $9,550,000.
That debt is fully  amortizable  over 15 years with equal,  monthly  payments of
principal and interest.  FFP Marketing guaranteed the Partnership's  acquisition
indebtedness because 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  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  now  being  planned.  The  following  reflects  management's
assessment of FFP Marketing's Y2K state of readiness on March 28, 1999:

                                               Estimated  Estimated
                                              Percentage  Completion
                                               Completed     Date
Phase
Internal IS and Non-IS systems and
   equipment:
     Awareness                                    90%      Dec 1999
     Assessment                                   80%      Jun 1999
     Remediation                                  60%      Sep 1999
     Testing                                      20%      Oct 1999
     Contingency planning                         20%      Sep 1999
Suppliers, customers and third party
   providers:
     Awareness-identify companies                 70%      May 1999
     Assessment questionnaire completed
        by major suppliers                        30%      Aug 1999
     Assessment review with third party
        providers                                 30%      Aug 1999
     Review contractual commitments               10%      Jul 1999
     Risk assessment                              10%      Jun 1999
     Contingency planning                         10%      Sep 1999
     Testing as applicable                        10%      Sep 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 $200,000,  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:  May 20, 1999                       By:  /s/ Craig T. Scott
                                          -----------------------------------
                                          Craig T. Scott
                                          Vice President - Finance,
                                          Chief Financial Officer and
                                          General Counsel