Exhibit 3.1
                      AMENDED AND RESTATED CERTIFICATE OF
                            LIMITED PARTNERSHIP OF
                              FFP PARTNERS, L.P.

      The   undersigned,   desiring  to  amend  the   Certificate  of  Limited
Partnership  of FFP  Partners,  L.P.  pursuant  to the  provisions  of Section
17-202  of the  Revised  Uniform  Limited  Partnership  Act of  the  State  of
Delaware, does hereby certify:
      FIRST:       The name of the Limited Partnership is FFP Partners, L.P.
      SECOND:      Article 4 of the Certificate of Limited  Partnership  shall
be amended as follows:
            4.  General  Partner.  The name and the  business  address  of the
general  partner of the  Partnership  is: FFP Real Estate  Trust,  2801 Glenda
Avenue, Fort Worth, Texas 76117.
      THIRD:      This  Amendment  shall  be  effective   immediately   before
midnight on December 28, 1997.
      IN WITNESS  WHEREOF,  the  undersigned  executed  this  Amendment to the
Certificate of Limited Partnership on this 24th day of December, 1997.

                              FFP PARTNERS MANAGEMENT COMPANY, INC.
                              as outgoing general partner


                              By:   /s/ Steven B. Hawkins                     
                                    Steven B. Hawkins, Vice President
                                    Finance and Administration


                              FFP REAL ESTATE TRUST
                              as incoming general partner


                              By:   /s/ Steven B. Hawkins                     
                                    Steven B. Hawkins, Vice President
                                    Finance and Administration