FFP MARKETING CO INC
10-K/A, 1999-12-10
CONVENIENCE STORES
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                                     UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                                 Washington, D.C. 20549

                                     FORM 10-K/A-2

    |X|  Annual report pursuant to Section 13 or 15(d) of the Securities
         Exchange Act of 1934

            For the fiscal year ended December 27, 1998, 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. 1-13727


                           FFP MARKETING COMPANY, INC.
             (Exact name of registrant as specified in its charter)


              Texas                                     75-2735779
 (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)


           Securities registered pursuant to Section 12(b) of the Act

      Title of Each Class            Name of Each Exchange on Which Registered
  Common Shares, par value $0.01          American Stock Exchange

        Securities registered pursuant to Section 12(g) of the Act

                                    None

      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

      Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's  knowledge,  in definitive proxy or information  statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ ]

      The  aggregate  market  value  of  shares  held by  non-affiliates  of the
registrant at March 30, 1999, was $10,592,000. For purposes of this computation,
all  officers,  directors,  and  beneficial  owners of 10% or more of the common
shares of the registrant are deemed to be affiliates.  Such determination should
not be deemed an admission that such officers,  directors, and beneficial owners
are affiliates.

                             Common Shares 3,818,747

                    (Number of shares outstanding as of March 30, 1999)



<PAGE>

   FFP Marketing Company,  Inc. (the "Company") files this Amendment Number 2 to
Form 10-K for its fiscal year 1998 to updated  certain  information in Part III,
items 10-13.
                                          PART III


Item 10.  Directors and Executive Officers of the Registrant.

   Information  required  to be set forth in this item is  included in the Proxy
Statement  filed  by the  Company  on  December  10,  1999  regarding  its  1999
shareholder  meeting  to be held on  December  22,  1999.  Such  information  is
incorporated herein by this reference.


Item 11.  Executive Compensation.

   Information  required  to be set forth in this item is  included in the Proxy
Statement  filed  by the  Company  on  December  10,  1999  regarding  its  1999
shareholder  meeting  to be held on  December  22,  1999.  Such  information  is
incorporated herein by this reference.


Item 12.  Security Ownership of Certain Beneficial Owners and Management.

   Information  required  to be set forth in this item is  included in the Proxy
Statement  filed  by the  Company  on  December  10,  1999  regarding  its  1999
shareholder  meeting  to be held on  December  22,  1999.  Such  information  is
incorporated herein by this reference.


Item 13.  Certain Relationships and Related Transactions.

   Information  required  to be set forth in this item is  included in the Proxy
Statement  filed  by the  Company  on  December  10,  1999  regarding  its  1999
shareholder  meeting  to be held on  December  22,  1999.  Such  information  is
incorporated herein by this reference.

                                    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 Annual Report on Form
10-K to be signed on its behalf by the undersigned, thereunto duly authorized.

Dated:  December 10, 1999           FFP Marketing Company, Inc.
                                    (Registrant)


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




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