EXHIBIT 3

          FORM OF SPECIMEN STOCK CERTIFICATE FOR SHARES OF COMMON STOCK




















CORPDAL:94907.1 12013-00014
                                        5





NUMBER                                                                SHARES

 FFP             INCOPORATED UNDER THE LAWS OF THE STATE OF TEXAS

                            FFP MARKETING COMPANY, INC.     SEE REVERSE SIDE FOR
                                                             CERTAIN DEFINITIONS
                                                               AND LIMITATIONS
This certificate is transferable in
New York, NY or Ridgefield Park, NJ                           CUSIP 30243M 10 5

   This Certifies that




   Is the owner of


 FULLY PAID AND NON-ASSESSABLE SHARES OF THE COMMON STOCK, $0.01 PAR VALUE, OF

                           FFP MARKETING COMPANY, INC.

transferable  on the books of the  Corporation  in person or by duly  authorized
attorney upon surrender of this certificate properly endorsed.  This certificate
and the shares represented hereby are issued and shall be held subject to all of
the  provisions  of the Articles of  Incorporation  of the  Corporation  and all
amendments thereto.

          This  Certificate  is not valid unless  countersigned  by the Transfer
          Agent and registered by the  Registrar.  Witness the facsimile seal of
          the  Corporation an dthe facsimile  signatures of its duly  authorized
          officers.

                                        Dated


President                               Countersigned and Registered
/s/ Robert J. Byrne                     ChaseMellon Shareholder Services, L.L.C.
                                        (Dallas, Texas)           Transfer Agent
                                                                   and Registrar

                                         By
Secretary                                                   Authorized Signature
/s/ Steven B. Hawkins





                           FFP MARKETING COMPANY, INC.

     NO SHAREHOLDER HAS ANY PREEMPTIVE RIGHT TO ACQUIRE ANY UNISSUED OR TREASURY
SECURITIES OF THE CORPORATION,  A COMPLETE STATEMENT OF THE DENIAL OF PREEMPTIVE
RIGHTS IS SET FORTH IN SECTION 10 OF THE CORPORATION'S ARTICLES OF INCORPORATION
(THE  "ARTICLES OF  INCORPORATION"),  ON FILE IN THE OFFICE OF THE  SECRETARY OF
TSTATE  OF THE  STATE OF  TEXAS.  THE  CORPORATION  WILL  FURNISH  A COPY OF THE
ARTICLES OF  INCORPORATION  TO THE RECORD  HOLDER OF THIS  CERTIFICATE,  WITHOUT
CHARGE, ON WRITTEN REQUEST TOT HE CORPORATION AT ITS PRINCIPAL PLACE OF BUSINESS
OR REGISTERED OFFICE.

     THE ARTICLES OF INCORPORATION OF THE CORPORATION AUTHORIZED THE CORPORATION
TO ISSUE SHARES OF MORE THAN ONE CLASS OF STOCK.  THE CORPORATION WILL FURNISH A
FULL STATEMENT OF THE DESIGNATIONS, PREFERENCES, LIMITATIONS AND RELATIVE RIGHTS
OF THE SHARES OF EACH CLASS AUTHORIZED TO BE ISSUED TO THE RECORD HOLDER OF THIS
CERTIFICATE  WITHOUT  CHARGE,  UPON WRITTEN  REQUEST TO THE  CORPORATION  AT ITS
PRINCIPAL PLACE OF BUSINESS OR REGISTERED OFFICE.

     The following abbreviations, when used in the inspection on the fact of
this  certificate,  shall be  construed  as though they were written out in full
according to applicable laws or regulations:

TEN COM - as tenants in common    UNIF GIFT MIN ACT-        CUSTODIAN
TEN ENT - as tenants by the                         -------          -----------
          entireties                                (Cust)              (Minor)
JT TEN  - as joint tenants                          Under    Uniform   Gifts  to
          with right of                             Minors Act
          survivorship and                                       ---------------
          not as tenants In                                           (State)
          common

                Additional abbreviations may also be used through
                             not in the above list.

      FOR VALUE RECEIVED                                 hereby sell, assign and
                         -------------------------------

      PLEASE INSERT SOCIAL SECURITY OR OTHER
        TAX IDENTIFYING NUMBER OF ASSIGNEE



      --------------------------------------  ----------------------------------

      --------------------------------------------------------------------------
             PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS OF ASSIGNEE
      --------------------------------------------------------------------------

      --------------------------------------------------------------------------

      ------------------------------------------------------------------- Shares
                                                                                
      of the Common Stock  represented by the  within Certificate  and do hereby
      irrevocably constitute and appoint
                                         ---------------------------------------
      Attorney to  transfer the said shares on the books  of  the   within-named
      Corporation with full power of substitution in the premises.

      Dated
            -------------------

THE SIGNATURES TO THIS ASSIGNMENT  X
MUST CORRESPOND WITH THE NAME(S)     -------------------------------------------
AS WRITTEN ON THE FACE OF THE                     (Signature)
CERTIFICATE IN EVERY PARTICULAR
WITHOUT ALTERATION OR
ENLARGEMENT OR ANY CHANGE          X
WHATEVER.                           --------------------------------------------
                                                  (Signature)


        THE SIGNATURE(S) SHOULD BE GUARANTEED BY AN "ELIGIBLE GUARANTOR
        INSTITUTION" AS  DEFINED IN  RULE 17AB-1B  UNDER THE SECURITIES
        EXCHANGE ACT OF 1934, AS AMENDED.
        ------------------------------------------------------------------------
        SIGNATURE(S) GUARANTEED BY: