SCHEDULE 14A INFORMATION

Proxy Statement Pursuant to Section 14(a) of the
Securities Exchange Act of 1934

Filed by Registrant: [X]
Filed by a Party other than the Registrant: [ ]

Check the appropriate box:
[ ] Preliminary Proxy Statement
[ ] Confidential, for Use of the Commission Only (as permitted by Rule
14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Materials Pursuant to [ ] 240.14a-11(c) or [ ] 240.14a-12

FFP Marketing Company, Inc.
- --------------------------------------------------------------------------------
(Name of Registrant as Specified in Its Charter)

- --------------------------------------------------------------------------------
(Name of Person(s) Filing Proxy Statement, other than the Registrant)

Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and 0-11.
1) Title of each class of securities to which transaction applies:
2) Aggregate number of securities to which transaction applies:
3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11.
4) Proposed maximum aggregate value of transaction:
5) Total fee paid:

[ ] Fee paid previously with preliminary materials.

[ ] Check box if any part of the fee is offset as provided by Exchange Act Rule
0-11(a)(2) and identify the filing for which the offsetting fee was paid
previously. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
1) Amount Previously Paid:
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4) Date Filed:

FFP Marketing Company, Inc.
2801 Glenda Avenue
Fort Worth, TX 76117

NOTICE OF ANNUAL MEETING OF SHAREHOLDERS
TO BE HELD ON MAY 30, 2001

TO OUR SHAREHOLDERS:

On behalf of the Board of Directors, you are cordially invited to attend
the Annual Meeting of Shareholders of FFP Marketing Company, Inc. (the
"Company") to be held at the Company's offices, 2801 Glenda Avenue, Fort Worth,
Texas, at 10:00 a.m. on May 30, 2001 for the following purposes:

1. To elect one director to serve until the Annual Meeting of Shareholders to
be held in 2002 or until his successor is duly elected and qualified and to
elect four directors to hold office until the Annual Meeting of
Shareholders to be held in 2004, or until their successors are duly elected
and qualified; and

2. To act upon any and all other business properly presented at the meeting.

Only stockholders of record at the close of business on April 30, 2001 are
entitled to notice of, and to vote at, this annual meeting. The stock transfer
books will not be closed. A list of shareholders entitled to vote at the annual
meeting will be available for examination at the offices of the Company for ten
days prior to the annual meeting.

You are cordially invited to attend the annual meeting. Whether or not you
expect to attend the annual meeting in person, however, we urge you to mark,
sign, date, and mail the enclosed form of proxy promptly so that your shares of
common stock may be represented and voted according to your wishes and in order
that the presence of a quorum may be assured at the annual meeting. Your proxy
will be returned to you if you are present at the annual meeting and request its
return in the manner provided for revocation of proxies on the initial page of
the enclosed proxy statement.

By Order of the Board of Directors,

CRAIG T. SCOTT
Secretary
Fort Worth, Texas
May 7, 2001

FFP Marketing Company, Inc.
2801 Glenda Avenue
Fort Worth, Texas 76117

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

PROXY STATEMENT
FOR
ANNUAL MEETING OF SHAREHOLDERS
ON
MAY 30, 2001

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

SOLICITATION AND REVOCABILITY OF PROXIES

The enclosed form of proxy is solicited by the Board of Directors of FFP
Marketing Company, Inc. (the "Company"). Your proxy will be used at the Annual
Meeting of Shareholders to be held at the time and place and for the purposes in
the accompanying Notice of Annual Meeting of Shareholders. When proxies in the
accompanying form are properly executed and received, the shares represented by
the proxies will be voted at the annual meeting according to the directions
noted on the proxy. If no direction is indicated, those shares will be voted
for the election of directors and in the discretion of the named proxies with
- ---
respect to any other matter that may come before the annual meeting.

Our offices are located at 2801 Glenda Avenue, Fort Worth, Texas 76117,
which is also our mailing address.

Management does not intend to present any business at the annual meeting
for a vote other than the matters in the notice and has no information that
others will do so. If other matters requiring a vote of the shareholders are
properly presented at the annual meeting, it is the intention of the persons
named in the accompanying form of proxy to vote the shares represented by the
proxies held by them according to their judgment on those matters.

This proxy statement and accompanying form of proxy are being mailed on or
about May 7, 2001. Our annual report for our fiscal year ended December 31,
2000 is enclosed but does not form any part of the materials for solicitation of
proxies.

You may revoke your proxy at any time prior to the voting of the proxy by
(1) giving written notice of revocation to the Secretary of the Company at our
principal executive offices; (2) executing and delivering a later-dated proxy;
or (3) by attending the annual meeting and voting in person. However, no
revocation will be effective until we receive your revocation at or before the
annual meeting. A revocation will not affect a vote on any matters taken prior
to its receipt. Merely attending the annual meeting will not of itself revoke
your proxy.

Our directors, officers, and regular employees may solicit the return of
proxies, either by mail, telephone, telegraph, or through personal contact. The
directors, officers, and employees will not receive additional compensation for
their solicitation efforts, but will be reimbursed for out-of-pocket expenses.
Brokerage houses and other custodians, nominees, and fiduciaries will, in
connection with shares of common stock registered in their names, be requested
to forward solicitation material to the beneficial owners of those shares of
common stock.

We will pay the cost of preparing, printing, assembling, and mailing the
annual report, the notice, this proxy statement, and the enclosed form of proxy,
as well as the cost of forwarding solicitation materials to the beneficial
owners of shares of common stock and other costs of solicitation.

VOTING SECURITIES OUTSTANDING; QUORUM

The record date for determining the shareholders entitled to notice of, and
vote at, the annual meeting was the close of business on the record date, April
30, 2001. At the close of business on the record date there were 3,818,747
shares of common stock issued and outstanding, each of which is entitled to one
vote on all matters properly presented at the annual meeting. Shareholders have
no cumulative voting rights in the election of directors.

The presence in person or by proxy of the holders of a majority of the
issued and outstanding shares of common stock entitled to vote on the record
date is necessary to constitute a quorum at the annual meeting. Abstentions and
broker non-votes are treated as present at the annual meeting and are counted in
determining a quorum. If a quorum is not present, the shareholders entitled to
vote who are present in person or represented by proxy at the annual meeting
have the power to adjourn the meeting from time to time without notice until a
quorum is present or represented. In that case, it is the intention of the
persons named in the accompanying form of proxy to vote the shares represented
by the proxies held by them for an adjournment. At any adjourned meeting at
which a quorum is present, any business may be transacted that might have been
transacted at the annual meeting as originally notified.

Assuming the presence of a quorum, the affirmative vote of the holders of a
plurality of the shares of common stock represented and voting at the annual
meeting is required for the election of directors, and the affirmative vote of
the holders of a majority of the shares represented at the meeting is required
for the transaction of any and all other business properly presented at the
annual meeting or any adjournment.

Broker non-votes (i.e., the submission of a proxy by a broker or nominee
specifically indicating the lack of discretionary authority to vote on the
matter) and abstentions will have no effect on the outcome of the election of
directors. With regard to the election of directors, votes may be cast in favor
of or withheld from each nominee. Votes that are withheld will be excluded
entirely from the vote and will have no effect.

As of the record date, certain directors and executive officers of the
Company and certain members of their families beneficially owned approximately
1,588,700 shares of the Company's common stock, not including shares of common
stock issuable upon exercise of outstanding stock options, constituting
approximately 41.6% of the shares of common stock outstanding. It is expected
that such directors and executive officers and certain members of their families
will vote or direct the vote of all of those shares of common stock in favor of
the proposals described in this proxy statement. Nonetheless, the approval of
the proposals is not assured. See "Security Ownership of Certain Beneficial
Owners and Management."

ELECTION OF DIRECTORS

Nominees for Director

The Board of Directors has nominated five persons to be elected to the
Board of Directors at the annual meeting: E. Michael Gregory, John H. Harvison
and Garland R. McDonald, each of whom is currently a director, and Victor
Puente, Sr. and Robert W. Ratliff. Upon their election, Mr. Puente will serve
until the annual meeting to be held in 2002 or until his successor is elected
and the remaining nominees will serve until the annual meeting to be held in
2004 or until their successors are elected. The five remaining Directors will
continue in office for the terms specified below. The persons named in the
enclosed proxy intend to vote for the election of the five nominees listed
below, unless instructions to the contrary are given in the proxy. The nominees
have indicated that they are able and willing to serve as directors. However,
if some unexpected occurrence should require the substitution of some other
person for a nominee, the person voting the proxies will vote for a nominee that
the Company may select.

The following table lists the name and age of the five nominees, the annual
meeting at which their respective current terms of office will expire, if
applicable, and the year in which each director was first elected as a director
of the Company:

Director
Nominees for Director Age Current Term Expires Since
- --------------------- --- -------------------- -----

E. Michael Gregory 49 Annual meeting of shareholders to be held in 2001 1997
John H. Harvison 67 Annual meeting of shareholders to be held in 2001 1997
Garland R. McDonald 63 Annual meeting of shareholders to be held in 2001 1997
Victor Puente, Sr. 74 Newly nominated to be a director --
Robert W. Ratliff 49 Newly nominated to be a director --

Business History of Nominees

E. Michael Gregory has been a director of the Company and the general
partner of its predecessor since September 1995. Mr. Gregory is the founder and
President of Gregory Consulting, Inc., an engineering and consulting firm that
is involved in the development of products related to the distribution and
storage of petroleum products and of computer software for a variety of
purposes, including work on such products and software for the Company. Prior
to founding Gregory Consulting in 1988, Mr. Gregory was the Chief Electronic
Engineer for Tidel Systems, a division of The Southland Corporation, where he
was responsible for new product concept development and was involved in projects
involving the monitoring of fuel levels in underground storage tanks. He is a
Registered Professional Engineer in Texas.

John H. Harvison has been Chairman of the Board and Chief Executive Officer
of the Company and the general partner of its predecessor since the predecessor
began operations in May 1987. Mr. Harvison is a founder and an executive
officer of each of the companies from which the Company's initial base of retail
outlets was acquired and has been active in the retail gasoline business since
1958 and in the convenience store business since 1973. In addition, he has been
involved in oil and gas exploration and production, the ownership and management
of an oil refinery and other personal investments. Mr. Harvison is also a
director of FFP Real Estate Trust, the general partner of FFP Partners, the
Company's predecessor. Mr. Harvison is the father of John D. Harvison, who is
also a director of the Company.

Garland R. McDonald has been employed by the Company to oversee and direct
a variety of special projects since 1990. He has served as a director of the
Company and the general partner of its predecessor since January 1990 and had
previously served as a director of the general partner of the Company's
predecessor from May 1987 through May 1989. He also served as a Vice President
of the general partner of the Company's predecessor from May 1987 to October
1987. Mr. McDonald is a founder and the Chief Executive Officer of Hi-Lo
Distributors, Inc., and Gas-Go, Inc., two of the companies from which the
Company initially acquired its retail outlets. He has been actively involved in
the convenience store and retail gasoline businesses since 1967.

Victor Puente, Sr. founded Southwest Office Systems, Inc., now the largest
Hispanic-owned office equipment dealer in the nation, in 1967 and continues to
serve as its Chairman of the Board. Mr. Puente also serves as the chief
executive officer of four other companies: Puente Concessions, which owns and
operates four newsstands and gift shops at DFW Airport; V. Puente Currency, a
currency exchange with three locations; La Bodega Winery, a winery located
inside DFW Airport; and Venturas Puente, the operator of Frullati franchises at
five locations. Formerly named as the Businessman of the Year by the Fort Worth
Hispanic Chamber of Commerce and as the Small Business Person of the Year for
the Dallas District of the Small Business Administration, Mr. Puente has served
and currently serves on the Board of Directors of many charitable organizations.

Robert W. Ratliff has been an independent consultant, advisor and investor
in the energy industry since 1999. From 1980 until 1999, Mr. Ratliff served as
business analyst and senior landman for Union Pacific Resources Company, a large
oil and gas exploration and production company based in Fort Worth, Texas. He
previously served for nine years as an operations manager, landman and lease
broker for his own lease brokerage business and other oil and gas companies. Mr.
Ratliff obtained a BBA in 1976 from the University of Texas in Austin, Texas.

The Company's Board of Directors unanimously recommends a vote "FOR" each
of the five nominees named above. Proxies executed and returned will be so
voted unless contrary instructions are indicated on the proxy.

Continuing Directors

The following table lists the name and age of the five directors whose
terms of office will continue after the annual meeting, the annual meeting at
which their respective terms of office will expire, and the year in which each
person was first elected as a director of the Company:

Director
Continuing Directors Age Term Expires Since
- -------------------- --- ------------ -----

J.D. St. Clair 66 Annual meeting of shareholders to be held in 2002 1997
John D. Harvison 44 Annual meeting of shareholders to be held in 2002 1997
Robert J. Byrnes 60 Annual meeting of shareholders to be held in 2003 1997
Michael Triantafellou 47 Annual meeting of shareholders to be held in 2003 1997
Joseph F. Leonardo 52 Annual meeting of shareholders to be held in 2003 2000

Business History of Continuing Directors

J.D. St. Clair has been Vice President - Fuel Supply and Distribution and a
director of the Company and the general partner of its predecessor since May
1987. Mr. St. Clair is a founder and an executive officer of several of the
companies from which the Company acquired its initial retail outlets. He has
been involved in the retail gasoline marketing and convenience store business
since 1971. Mr. St. Clair performed operations research and system analysis for
Bell Helicopter, Inc. from 1967 to 1971, for NASA from 1962 to 1967 and for
Western Electric Company from 1957 to 1962. Mr. St. Clair is also a director of
FFP Real Estate Trust, the general partner of FFP Partners.

John D. Harvison has served as a director of the Company and the general
partner of FFP Partners, L.P., the Company's predecessor, since April 1995. Mr.
Harvison has been Vice President of Dynamic Production, Inc., an independent oil
and gas exploration and production company since 1977. He previously served as
Operations Manager for Dynamic from 1977 to 1987. He also serves as an officer
of various other companies that are affiliated with Dynamic that are involved in
real estate management and various other investment activities. Mr. Harvison is
the son of John H. Harvison, the Chairman of the Board of the Company.

Robert J. Byrnes has been the President of the Company and the general
partner of its predecessor since April 1989 and has been a director of the
Company and the general partner of its predecessor since May 1987. From May 1987
to April 1989, Mr. Byrnes served as Vice President - Truck Stop Operations for
the general partner of the Company's predecessor. Since 1985, Mr. Byrnes has
been the President of Swifty Distributors, Inc., one of the companies from which
the Company acquired its initial retail outlets. From 1975 through 1984, Mr.
Byrnes was President of Independent Enterprises, Inc., which owned and operated
convenience stores and a truck stop. During that period, he was also President
of Enterprise Distributing, Inc., a wholesaler of motor fuels. Prior to 1975,
Mr. Byrnes was President of Foremost Petroleum Corporation, which is now a
subsidiary of Citgo Petroleum Corporation, and was a distribution manager for
ARCO Oil & Gas Company. He is currently a director of Plaid Pantries, Inc., an
operator of convenience stores headquartered in Beaverton, Oregon.

Michael Triantafellou has been Vice President - Retail Operations and a
director of the Company and the general partner of its predecessor since
February 1997. He had served as Director of Truck Stops and Food Service
Operations for the general partner of the Company's predecessor since January
1994. Mr. Triantafellou has been engaged in the truck stop and food service
industries since 1976, having held various middle and upper management positions
in the truck stop businesses of Truckstops of America from 1975 to 1980; Bar-B
Management from 1980 to 1985; Greyhound-Dial Corp. from 1985 to 1993 and Knox
Oil of Texas from 1993 to 1994. Mr. Triantafellou is a graduate of the Wharton
School of the University of Pennsylvania.

Joseph F. Leonardo has been a director of the Company since November 2000.
Mr. Leonardo was selected in 1999 as one of the convenience store industry's "30
Most Influential People" by the Convenience Store News magazine. In 1994 he
served as Chairman of the National Association of Convenience Stores. Since
1992, Mr. Leonardo has served as President and Chief Executive Officer of
Leonardo Management Corporation, a private company providing strategic planning,
market positioning and other sales and marketing consulting services. Mr.
Leonardo also operates Convenience Directions, which publishes Info Marketing, a
convenience store industry newsletter distributed to 10,000 convenience store
executives. He also serves as Executive Vice President, Marketing, for the
National Advisory Group, Convenience/Petroleum Marketers Association. Prior to
forming Leonardo Management in 1992, Mr. Leonardo had served for over 20 years
in various executive positions with several large, well-known convenience store
chains. He has also been a Trust Manager of FFP Real Estate Trust since December
1997.

COMMITTEES AND MEETINGS OF THE BOARD OF DIRECTORS

The Board of Directors held three meetings during its 2000 fiscal year.
All directors during that time attended at least 75% of the total number of
meetings of the Board of Directors and the committees of which they were
members.

In 2000, the Audit Committee was composed of John W. Hughes until his
resignation from the Board of Directors in August 2000, by Tom M. Coleman from
then until his resignation from the Board of Directors in November 2000, and by
Joseph F. Leonardo after his election to the Board of Directors in November 2000
and through the remainder of the year. The Audit Committee recommends to the
Board of Directors the accounting firm to be employed as the Company's
independent auditors and consults with the Company's independent auditors and
the Company's financial staff, and reviews the report of the independent
auditors. The Audit Committee held three meetings in 2000.

In 2000, the Compensation Committee was composed of John H. Harvison,
Robert F. Byrnes, and John W. Hughes, until his resignation from the Board of
Directors in August 2000. Tom M. Coleman then served in his place on the
Compensation Committee until November 2000. Joseph F. Leonardo then served in
his place on the Compensation Committee from November 2000 through the remainder
of the year and continues to do so at the present time. The Compensation
Committee makes recommendations to the Board of Directors regarding the
compensation to be paid to the Company's officers. The Compensation Committee
held one meeting in 2000.

The Company does not have a standing nominating committee.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

The following table gives information regarding the beneficial ownership of
the Company's common stock as of the record date by (1) each person known by the
Company to own beneficially five percent or more of the outstanding common
stock; (2) each of the Company's directors and nominees for director; (3) each
of the executive officers named in the Summary Compensation Table below; and (4)
all directors and executive officers of the Company as a group. The address of
each person listed below is 2801 Glenda Avenue, Fort Worth, Texas 76117.

Shares Beneficially
Owned
-------------------------------------
Name and Address of Beneficial Owner Percent
Number (1) Of Class (2)
--------------- ---------------

John H. Harvison............................................................ 1,585,153 (3) 41.1%
John D. Harvison............................................................ 1,570,153 (4) 40.9%
Randall W. Harvison......................................................... 1,469,943 (5) 38.5%
7HBF, Ltd................................................................... 699,333 (6) 18.3%
HBF Financial, Ltd.......................................................... 738,443 (7) 19.3%
Garland R. McDonald......................................................... 332,877 (8) 8.7%
Robert J. Byrnes............................................................ 127,043 (9) 3.3%
J. D. St. Clair............................................................. 193,627 (10) 5.0%
Michael Triantafellou....................................................... 13,334 (11) *
E. Michael Gregory.......................................................... 25,000 (12) *
Joseph F. Leonardo.......................................................... 0 *
Victor Puente, Sr........................................................... 0 *
Robert W. Ratliff........................................................... 0 *
Craig T. Scott.............................................................. 10,000 (13) *
All directors and executive officers as a group 41.6%
(11 persons)........................................................... 1,791,987

___________________
* Represents less than one percent of the Company's outstanding common stock.

(1) Beneficial ownership as reported in the above table has been determined
according to Rule 13d-3 under the Securities Exchange Act of 1934, as
amended. The individuals and entities named in the table have sole voting
and investment power with respect to all shares shown as beneficially owned
by them, except as noted below and subject to community property laws.

(2) Percentages indicated are based on 3,818,747 shares of common stock issued
and outstanding on the record date, except for the percentages of those
parties that are based on presently exercisable options as indicated in the
following footnotes. Percentage ownership is calculated on the assumption
that the shares underlying options to purchase common stock of the Company
that are presently held or purchasable within the next 60 days are
outstanding for the purpose of computing the percentage ownership of that
individual but not for the purpose of computing the percentage ownership of
any other person or group shown in the table.

(3) Includes 40,000 shares of common stock issuable upon the exercise of
options within 60 days; 699,333 shares of common stock beneficially owned
by 7HBF, Ltd., a Texas limited partnership of which John H. Harvison and
members of his family are partners; 738,443 shares of common stock
beneficially owned by HBF Financial, Ltd., a Texas limited liability
company that is 98%-owned by trusts for the benefit of the children of John
H. Harvison and 2%-owned by one of his sisters and 32,167 shares of common
stock owned by a company of which John H. Harvison is an officer and
director. 7HBF, Ltd., may be deemed to share beneficial ownership of
144,417 shares of common stock with Garland R. McDonald; 49,750 shares of
common stock with Garland R. McDonald and Barbara J. Smith, who is John H.
Harvison's sister;

83,417 shares of common stock with J. D. St. Clair; and 16,833 shares of
common stock with Robert J. Byrnes. The beneficial ownership of 175,000
shares of common stock included in the foregoing shares owned by 7HBF, Ltd.
is in dispute based on the prior ownership of Economy Oil Company, the
record holder of the shares. A trial court decision in favor of the
Harvison family's ownership of Economy Oil Company has been affirmed on
appeal by the Texas Second Court of Appeals, which is currently considering
a motion for rehearing filed by the appellant.

Several affiliated companies owned by John H. Harvison, members of his
family and certain other officers of the Company hold sole voting and
investment power with respect to 928,110 shares of common stock of the
Company that have been pledged as security to Southwest Securities
Incorporated in connection with margin loans. The current balance of those
loans is zero. The loan documents prohibit such companies from selling,
transferring or encumbering those shares without the consent of Southwest
Securities, other than those shares that may be sold to satisfy the loan
and other obligations to Southwest Securities. Southwest Securities also
holds the right to sell the shares if minimum requirements of the margin
account are not maintained.

(4) Includes 25,000 shares of common stock issuable upon the exercise of
options within 60 days; 699,333 shares of common stock beneficially owned
by 7HBF, Ltd., of which John D. Harvison is a general partner; 738,443
shares of common stock beneficially owned by HBF Financial, Ltd.; 32,167
shares of common stock owned by a company, one-third of which is owned by
trusts for the benefit of John D. Harvison and his siblings; and 75,210
shares of common stock owned by a company of which John D. Harvison is a
director.

(5) Includes 699,333 shares of common stock beneficially owned by 7HBF, Ltd.,
of which Randall W. Harvison is a general partner; 738,443 shares of common
stock beneficially owned by HBF Financial, Ltd., which is 98%-owned by
trusts for the benefit of the siblings of Randall W. Harvison; and 32,167
shares of common stock owned by a company, one-third of which is owned by
trusts for the benefit of Randall W. Harvison and his siblings.

(6) Includes 699,333 shares of common stock owned by nine companies that are
owned or controlled by 7HBF, Ltd.

(7) Includes 738,443 shares of common stock owned by a company that is owned by
HBF Financial, Ltd. In addition, HBF Financial, Ltd. owns 31% of the
general partner of 7HBF, Ltd.

(8) Includes 25,000 shares of common stock issuable upon the exercise of
options within 60 days; 194,167 shares of common stock held by two
companies of which Mr. McDonald is a director, executive officer, and a 50%
owner; and 38,500 shares of common stock held by an Individual Retirement
Account for the benefit of Mr. McDonald. Mr. McDonald may be deemed to
share beneficial ownership of 144,417 shares of common stock with 7HBF,
Ltd. and of 49,750 shares of common stock with 7HBF, Ltd. and Barbara J.
Smith.

(9) Includes 35,000 shares of common stock issuable upon the exercise of
options within 60 days and 16,833 shares of common stock held by a company
of which Mr. Byrnes is a director, executive officer, and 50% owner. Mr.
Byrnes may be deemed to share beneficial ownership of 16,833 shares of
common stock with 7HBF Financial, Ltd.

(10) Includes 30,000 shares of common stock issuable upon the exercise of
options within 60 days; 5,000 shares of common stock held directly; and
83,417 shares of common stock held by a company of which Mr. St. Clair is a
director, executive officer and a one-third owner. Mr. St. Clair may be
deemed to share beneficial ownership of the 83,417 shares of common stock
with 7HBF Financial, Ltd.

(11) Includes 13,334 shares of common stock issuable upon the exercise of
options within 60 days.

(12) Includes 25,000 shares of common stock issuable upon the exercise of
options within 60 days.

(13) Includes 10,000 shares of common stock issuable upon the exercise of
options within 60 days.

EXECUTIVE OFFICER

The following information contains the name, age, current position, term of
office, and background of the Company's executive officer who is not a director
of the Company.

Craig T. Scott, age 54, has served as Chief Financial Officer, Vice-
President - Finance, General Counsel, Secretary, and Treasurer of the Company
since October 1998. He also serves in a similar capacity for FFP Real Estate
Trust, the general partner of FFP Partners. From October 1996 until September
1998, Mr. Scott engaged in private law practice in Dallas and McKinney, Texas.
He was previously employed by Box Energy Corporation from 1981 until October
1996 and served as its Executive Vice President from July 1993 until October
1996. Mr. Scott previously practiced law for seven years with large law firms
in Dallas, Texas, practiced law in McKinney, Texas for four years and was the
president and co-owner of an oil and gas exploration company for two years. He
was previously a tax manager at Arthur Andersen & Co., an international public
accounting firm, where he worked from 1972 until 1978. Mr. Scott received a BBA
degree from the University of Texas in 1968, a JD degree from the University of
Texas School of Law in 1972, and a Masters of Law degree from the Southern
Methodist University School of Law in 1980. He is a member of the American
Institute of Certified Public Accountants, the Texas Society of CPAs, and the
State Bar of Texas.

EXECUTIVE COMPENSATION

The following table sets forth the compensation paid by the Company for the
2000, 1999 and 1998 fiscal years to the Chief Executive Officer and each of up
to four other most highly compensated officers whose salary and bonus in 1999
exceeded $100,000 (the "Named Executive Officers").

SUMMARY COMPENSATION TABLE

Long Term
Compensation
Annual Compensation Awards
------------------------------------- --------------
Securities
Underlying
Options/SARs
Name and Principal Position Year Salary ($) Bonus ($) (# shares) (1)
- --------------------------- ---- ---------- --------- --------------

John H. Harvison 2000 135,596 0 0
Chairman and Chief 1999 135,000 2,546 0
Executive Officer 1998 135,000 0 0

Robert J. Byrnes 2000 137,596 0 0
President and Chief 1999 135,000 0 0
Operating Officer 1998 135,000 0 0

Michael Triantafellou 2000 91,730 25,000 0
Vice President - Retail 1999 90,000 25,000 0
Operations 1998 90,000 25,000 0

Craig T. Scott 2000 127,404 25,000 0
Vice President- Finance, 1999 125,000 22,000 30,000
General Counsel, Secretary 1998 33,654 0 0
and Treasurer (2)

________________

(1) Qualified stock options to purchase 30,000 shares of the Company were
granted to Mr. Scott on August 6, 1999. The exercise price of the options
equals the fair market value of the stock on the date of grant. The
options vest one-third on each of the first three anniversary dates of the
grant. In the event of a change of control of the Company, any
unexercisable portion of the options will become immediately exercisable.

(2) Mr. Scott became an employee of the Company on September 16, 1998.

Stock Options Granted in 2000

The Company did not grant any stock options to Named Executive Officers
during 2000. The Company has not granted stock appreciation rights or SAR's.

Aggregated Stock Options Exercised in 2000 and Stock Option Values as of
December 31, 2000

The following table discloses options to purchase common stock of the
Company held by each of the Named Executive Officers and the potential
realizable values for the options at the end of fiscal year 2000. None of the
Named Executive Officers exercised any options during fiscal year 2000. No
SAR's were exercised during 2000, and none were outstanding at year end.

Number of Securities
Underlying Unexercised Value of Unexercised
Options at Fiscal In-the-Money Options
Year End (#)(1) at Fiscal Year End ($)(1)(2)
--------------- ---------------------------

Exercisable/ Exercisable/
Name Unexercisable Unexercisable
---- --------------- ---------------------------

John H. Harvison 40,000 / 0 0 / 0
Robert J. Byrnes 35,000 / 0 0 / 0
Michael Triantafellou 13,334 / 0 0 / 0
Craig T. Scott 10,000 / 20,000 4,370 / 8,740

____________
(1) "Exercisable" reflects options that were both vested and exerciseable as of
December 31, 2000, and "Unexercisable" reflects options that have not
vested as of December 31, 2000.

(2) Value is determined by subtracting the person's exercise price from the
fair market value of our common stock at fiscal year end on December 31,
2000 ($3.375), based upon the closing sales price of the Company's common
stock on the American Stock Exchange on such date.

Compensation of Directors

Each director who is not an officer or employee of the Company receives an
annual retainer of $4,000 plus $1,000 for each meeting of the Board of Directors
or committee meeting not held in conjunction with a meeting of the Board of
Directors, which he attends and $500 for each telephone meeting in which he
participates. Each director is also reimbursed for expenses related to
attending Board of Directors meetings.

Directors who are officers or employees of the Company receive no
additional compensation for attending Board of Directors or committee meetings.

Employment Agreements

The Company has employment agreements with each executive officer providing
that, if the employment of any such officer is terminated for any reason, other
than the commission of an act of fraud or dishonesty with respect to the Company
or for the intentional neglect or nonperformance of his duties, the officer
shall receive an amount equal to twice his then current annual salary plus a
continuation of certain benefits provided by the Company for a period of two
years.

Compensation Committee Report on Executive Compensation

The Company's primary objective is to maximize the value of the Company's
shares over time. Accomplishing this objective requires developing and marketing
products and services that provide cost effective solutions to the Company's
customers' needs and desires. The overall goal of the Compensation Committee is
to develop compensation practices that will allow the Company to attract and
retain the people needed to meet the Company's objectives.

The Compensation Committee is responsible for establishing the level of
compensation of the executive officers of the Company. The committee reviews
and evaluates the overall performance of each individual, compares the overall
performance of the Company with others in its industry, and considers general
economic and competitive conditions. The financial performance of the Company
on a yearly basis and as compared with the Company's peer group (see
"Comparative Total Returns," below) and the industry as a whole, the Company's
stock price and market share, and the individual performance of each of the
executive officers, are among the factors reviewed. No particular weight is
assigned to one factor over another.

The Company's fundamental policy is to offer the Company's executive
officers competitive compensation opportunities based upon their personal
performance, the financial performance of the Company and their contribution to
that performance. One of the committee's objectives is to make a substantial
portion of each officer's compensation contingent upon the Company's
performances as well as upon his or her own level of performance. Accordingly,
each executive officer's compensation package is comprised of three elements:
(1) base salary, which reflects individual performance and is designed primarily
to be competitive with salary levels of similarly sized companies; (2) annual
variable performance awards payable in cash and tied to the Company's
achievement of performance goals; and (3) long-term stock-based incentive
awards, which strengthen the mutuality of interests between the executive
officers and the Company's shareholders. Generally, as an officer's level of
responsibility increases, a greater portion of his or her total compensation
will be dependent upon the Company's performance and stock price appreciation,
rather than the base salary.

The Compensation Committee has in the past, and may continue in the future,
to approve salaries above the agreed-upon base salaries based upon the factors
listed above. The Compensation Committee determines bonuses for the Company's
executive officers on a case-by-case basis.

Regarding compensation levels of the Company's executive officers in 2000,
the Compensation Committee specifically noted the significant improvement in
Company earnings in 2000, compared to past years, and the improvement in the
Company's stock price during 2000.

Each of the Company's executive officers received a weekly salary in 2000
equal to his 1999 weekly salary, while his annual compensation in 2000 reflected
53 weekly pay periods instead of 52 weeks in 1999. In comparison to the salary
levels of the officers of companies within the Company's peer group, the
salaries, bonuses, and other forms of compensation of the Company's officers are
considered to be below average. Mr. Triantafellou received a $25,000 bonus in
2000 in consideration of his job performance in supervising the Company's retail
operations and in response to the competitive job market. Mr. Scott received a
$25,000 bonus in 2000 in consideration of his job performance in managing the
Company's financial affairs and legal matters and in response to the competitive
job market.

REPORTING MEMBERS OF THE COMPENSATION COMMITTEE

John H. Harvison
Robert J. Byrnes
Joseph F. Leonardo

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

See "Certain Relationships and Related Transactions," below, for
information regarding disclosures pursuant to Item 404 of Commission Regulation
S-K. John H. Harvison, John D. Harvison, Robert J. Byrnes, and J.D. St. Clair
each also served as executive officers, directors, and/or compensation committee
members of several affiliated corporations, in which others of these individuals
also serve in one or more of these capacities.

REPORT OF THE AUDIT COMMITTEE

The audit committee is presently composed of one director and operates
under a charter adopted by the Board of Directors according to the rules and
regulations of the SEC and the American Stock Exchange. The audit committee
charter is attached as Annex A. Since November 2000, the sole audit committee
member has been Joseph F. Leonardo, who reviewed the audited financial
statements of the Company for 2000 and undertook the related Audit Committee
activities described below. The Board of Directors believes that this director
is independent as defined by the American Stock Exchange's Listed Company Guide.

Management is responsible for the Company's internal controls and the
financial reporting process. Grant Thornton LLP, the Company's independent
auditor, is responsible for performing an independent audit of the Company's
consolidated financial statements according to generally accepted auditing
standards. The audit committee's responsibility is to monitor and oversee these
processes. The audit committee also recommends to the Board the selection of
the Company's independent auditors.

In this context, the audit committee reviewed and discussed the audited
financial statements with both management and Grant Thornton LLP. Specifically,
the audit committee discussed with Grant Thornton LLP those matters that are
required to be discussed by Statement on Auditing Standards No. 61.

The audit committee received from Grant Thornton LLP the written
disclosures and the letter required by Independence Standards Board Standard No.
1 (Independence Discussions with Audit Committee), and has discussed with Grant
Thornton LLP the issue of its independence from the Company.

Based on the audit committee's review of the audited financial statements
and its discussions with management and Grant Thornton LLP noted above and the
report of the independent auditors to the audit committee, the audit committee
recommended to the Board that the audited consolidated financial statements be
included in the Company's Annual Report on Form 10-K for the year ended December
31, 2000.

REPORTING MEMBER OF THE AUDIT COMMITTEE

Joseph F. Leonardo

COMPARATIVE TOTAL RETURNS

Performance Graph

The following performance graph shows the changes from the inception of
trading of the Company's common stock on January 14, 1998 to December 31, 2000
in the value of $100 invested in: (1) the Company's common stock; (2) the
Russell 2000 Index; and (3) the common stock of a peer group of issuers. The
issuers in the peer group are all publicly traded companies included in Standard
Industrial Classification "Retail-Convenience Stores," whose businesses, taken
as a whole, resemble the Company's activities. The issuers in the peer group
are: Casey's General Stores, Inc., Crown Central Petroleum Corporation, Dairy
Mart Convenience Stores, Inc., Getty Petroleum Marketing Inc., Marsh
Supermarkets, Inc. and Uni-Marts, Inc.

[GRAPH OF COMPARISON OF 35 MONTH CUMULATIVE TOTAL RETURN]

This graph above was plotted using the following data:

Cumulative Total Return
- --------------------------------------------------------------------------------
1/14/98 12/98 12/99 12/00

FFP MARKETING COMPANY, INC. 100 248 100 129
PEER GROUP 100 77 61 91
RUSSELL 2000 100 101 122 119

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

The Company leases buildings or land and buildings for some of its retail
outlets from FFP Partners. John H. Harvison, Chairman and Chief Executive
Officer of the Company, and Craig T. Scott, Vice President - Finance, Chief
Financial Officer, Secretary, Treasurer, and General Counsel of the Company,
hold similar positions with the general partner of FFP Partners. Furthermore,
companies owned directly or indirectly by Mr. Harvison and members of his
immediate family and/or certain other executive officers of the Company hold
corresponding ownership interests in FFP Partners or its subsidiaries.

The Company's leases on most of its properties were owned by FFP Partners
prior to December 1997 and were leased from FFP Partners immediately after the
December 1997 restructuring of FFP Partners. In that restructuring the non-real
estate assets and businesses of FFP Partners were transferred to the Company,
while FFP Partners retained the real estate used in the retail operations. In
February 1999 FFP Partners purchased 14 properties from a third party and leased
those properties to the Company under long-term leases. Lease rates payable by
the Company for locations owned by FFP Partners were established based on
knowledge of the properties by the management of FFP Partners and the Company
and their general experience in acting as lessor and lessee for similar
properties. Management of the Company believes that the lease rates are
comparable to leases that could be entered into with unrelated third parties.
The Company did not engage any third party advisors or refer to any third party
surveys or analyses of rental rates in making this determination. The Company
paid $2,951,000 in rent to FFP Partners during fiscal year 2000. In addition,
with respect to the 14 properties acquired by FFP Partners in February 1999,
which are treated as capital leases under generally accepted accounting
principles, the Company paid $802,000 and $51,000 to FFP Partners in fiscal year
2000 as interest expense and in reduction of capital lease obligations,
respectively. At year end 2000, the outstanding capital lease obligation of the
Company to FFP Partners for the 14 properties was $3,845,000.

As a condition to the Company's acquisition of store operations at those 14
properties, the Company was required to guarantee the acquisition indebtedness
of $9,550,000 incurred by FFP Partners in its purchase of those stores,
including land, building, equipment and inventory. At year end 2000, $9,000,000
remained outstanding on those loans of FFP Partners, which will be fully
amortized over a 15-year period. The Company's scheduled real estate lease
payments to FFP Partners will equal or exceed the debt service costs of FFP
Partners during the term of the leases.

The Company leases land or land and buildings for some of its retail
outlets and some administrative and executive office facilities from various
entities directly or indirectly owned by John H. Harvison, John D. Harvison, and
members of their immediate families and Messrs. Byrnes, St. Clair, and McDonald.
Messrs. Harvison, Harvison, Byrnes, St. Clair and McDonald are officers and/or
directors of the Company. During fiscal year 2000, the Company paid $947,000 to
these entities with respect to these leases. The Company believes the leases
with these affiliates are on terms that are currently more favorable to the
Company than terms that could have been obtained from unaffiliated third parties
for similar properties.

The Company and FFP Partners are parties to a reimbursement agreement
pursuant to which FFP Partners reimburses the Company for all direct costs of
FFP Partners plus $200,000 for indirect overhead costs of FFP Partners. FFP
Partners paid $200,000 to the Company in fiscal year 2000 as the indirect
overhead cost reimbursement.

John H. Harvison owns 50% of Product Supply Services, Inc., which provides
consulting services and acts as an agent for the Company in connection with the
procurement of motor fuel for sale by the Company. Product Supply provides
these services to the Company under an agreement providing that the Company will
pay Product Supply $5,000 per month, supply it with office space and support
services such as telephone and clerical assistance, and pay its reasonable out-
of-pocket costs in providing the services. The agreement may be canceled either
by the Company or Product Supply upon 60 days' written notice. During fiscal
year 2000, the Company paid $68,000 to Product Supply for its services and out-
of-pocket costs.

E. Michael Gregory, a director of the Company, is the owner and president
of Gregory Consulting, Inc., which provides engineering, consulting, and other
similar services to the Company. During fiscal year 2000, the Company paid
Gregory Consulting $225,000 for those services.

The Company is not licensed to sell alcoholic beverages at most of its
locations in the State of Texas. Consequently, the Company has entered into
agreements with Nu-Way Beverage Company, a company wholly owned by John H.
Harvison, under which Nu-Way Beverage sells alcoholic beverages at the Company's
Texas outlets. Under this agreement, the Company receives rent and a management
fee relative to the sale of alcoholic beverages and loans funds to Nu-Way
Beverage to pay for its alcoholic beverage purchases. The Company receives
interest on those funds at 1/2% above the prime rate charged by a major
commercial bank, and the loan is secured by the alcoholic beverage inventory
located in the Company's Texas outlets. During fiscal year 2000, the highest
balance due under this loan was $844,000, and the balance at the end of the
fiscal year was $770,000. During fiscal year 2000, Nu-Way Beverage sold
$17,414,000 of alcoholic beverages at the Company's Texas outlets. After
deducting cost of sales and other expenses related to these sales, including
$2,853,000 of rent, management fees, and interest paid to the Company, Nu-Way
Beverage earned $174,000 in fiscal year 2000 from selling alcoholic beverages at
the Company's Texas outlets.

The Company purchases goods and services, including automobiles, office
supplies, computer software and consulting services, and fuel supply consulting
and procurement services, from certain entities affiliated with John H.
Harvison, members of his immediate family and certain of their affiliates. The
Company paid $293,000 for these products and services in fiscal year 2000.
Management believes that these costs were substantially similar to those that
could be obtained from unrelated parties for similar goods and services.

In 1980 and 1982, entities affiliated with John H. Harvison, members of his
immediate family and their affiliates granted to E-Z Serve, Inc., the right to
sell motor fuel at retail for a period of 10 years at outlets owned, leased or
controlled, directly or indirectly, by these affiliated entities. All rights to
commissions under these agreements and the right to sell motor fuel at wholesale
to E-Z Serve at such locations were assigned to FFP Partners in May 1987 in
connection with the acquisition of its initial base of retail operations. Upon
the expiration or termination of those agreements in 1990, FFP Partners entered
into agreements with Thrift Financial Co., a company owned and controlled by
members of John H. Harvison's immediate family, granting to FFP Partners the
exclusive right to sell motor fuel at certain retail locations. FFP Partners
assigned the agreements to the Company in the December 1997 restructuring of FFP
Partners. The terms of these agreements are comparable to other agreements that
the Company has with unrelated parties. During fiscal year 2000, the Company
paid $259,000 to Thrift Financial under these agreements.

Section 16(a) Beneficial Ownership Reporting Compliance

Section 16(a) of the Securities Exchange Act of 1934, as amended, requires
the Company's officers, directors and persons who own more than 10% of a
registered class of the Company's equity securities to file reports of ownership
and changes of ownership with the SEC. Officers, directors and 10% shareholders
of the Company are required by these regulations to furnish the Company with
copies of all Section 16(a) forms filed by them.

Based solely on a review of copies of the forms received, the Company
believes that all filings required under Section 16(a) for fiscal year 2000 by
its officers, directors and 10% shareholders were timely.

AUDITORS

Grant Thornton LLP ("Grant Thornton") served as the Company's auditors for
fiscal years 2000 and 1999, and KPMG LLP served as the Company's auditor in
prior years. The Board of Director's Audit Committee approved the change of
auditors for the 1999 fiscal year and recommended that the Company engage Grant
Thornton LLP again for fiscal year 2000. A representative of Grant Thornton
will be available at the annual meeting to respond to questions.

KPMG had served as the Company's independent accountant to audit its
consolidated financial statements for fiscal years 1998 and 1997. In order to
reduce audit fees, the Company sought proposals in late 1999 from four
accounting firms, including KPMG and Grant Thornton, with respect to the audit
of the Company's financial statements for fiscal year 1999. In December 1999,
the Company verbally advised KMPG that management would recommend a dismissal of
KPMG as the Company's auditors for fiscal year 1999 and the engagement of Grant
Thornton in that capacity. Later in December 1999, the Audit Committee approved
those actions.

The reports of KPMG on the financial statements of the Company for its two
most recent audited years did 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 Company and KPMG
during the Company's two most recent audited 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.

Reference is made to the Company's Current Report on Form 8-K dated
December 29, 1999, regarding the change in auditors, which report is
incorporated in this proxy statement by reference.

AUDIT FEES

Grant Thornton LLP provided services to the Company in the following
categories and amounts:

Audit Fees.......................................... $142,275.87

Financial Information and Systems Design
Information Fees.................................... $ 0

All Other Fees...................................... $ 0

REQUIREMENTS, INCLUDING DEADLINES, FOR
SUBMISSION OF PROXY PROPOSALS, NOMINATION OF DIRECTORS
AND OTHER BUSINESS OF SHAREHOLDERS

Proposals for 2002 Annual Meeting

Under the rules of the SEC, any proposals of holders of common stock of the
Company intended to be included in the proxy statement and form of proxy for the
Annual Meeting of Shareholders of the Company to be held in 2001 must be
received by the Company, addressed to Craig T. Scott, Secretary, 2801 Glenda
Avenue, Fort Worth, Texas 76117, no later than December 31, 2001, in order to be
included in the Company's proxy statement and form of proxy relating to that
meeting, which is tentatively scheduled for May 17, 2002.

Under the Company's Bylaws, and as permitted by the rules of the SEC,
certain procedures are provided that a shareholder must follow to nominate
persons for election as directors or to introduce an item of business at an
annual meeting of shareholders. These procedures provide that nominations for
director nominees and/or an item of business to be introduced at an annual
meeting of shareholders must be submitted in writing to the Secretary of the
Company at 2801 Glenda Avenue, Fort Worth, Texas 76117 between 70 and 90 days in
advance of the prior year's annual meeting if the later meeting is being held
within 30 days preceding or 60 days after the anniversary date of the prior
year's meeting. If the subsequent year's meeting is being held more than 30
days preceding or 60 days after the anniversary date of the prior year's
meeting, the nominations or items of business from shareholders must be received
by the Secretary of the Company between 70 and 90 days in advance of the meeting
or by the tenth day following the date of the public disclosure of the date of
the meeting.

For any special meeting, the nomination or item of business must be
received between 70 and 90 days in advance of the meeting and no later than the
tenth day following the date of public disclosure of the date of the meeting.

The Company expects to hold its 2002 Annual Meeting on or about May 17,
2002. Assuming that it is held on schedule, the Company must receive notice of
a shareholder's intention to introduce a nomination or other item of business at
that meeting between February 17 and March 9, 2002. If notice is not received
within those dates, or if other requirements of the SEC rules are met, the
persons named as proxies in the proxy materials relating to that meeting will
use their discretion in voting the proxies if those matters are raised at the
meeting.

The notice from the shareholder must include: (1) as to each person whom
the shareholder proposes to nominate for election or reelection as a director,
all information relating to the person that is required to be disclosed in
solicitations of proxies for election of directors, or is otherwise required by
Regulation 14A under the Exchange Act, including the person's written consent to
being named in the proxy statement as a nominee and to serving as a director if
elected; (2) as to any other business that the shareholder proposes to bring
before the meeting, a brief description of the business desired to be brought
before the meeting, the reasons for conducting the business at the meeting and
any material interest in the business of the shareholder and the beneficial
owner, if any, on whose behalf the proposal is made; and (3) as to the
shareholder giving the notice and the beneficial owner, if any, on whose behalf
the nomination or proposal is made (a) the name and address of the shareholder,
as they appear on the Company's share transfer books, and the name and address
of the beneficial owner; (b) the class or series and number of shares of
beneficial interest of the Company which are owned beneficially and of record by
the shareholder and the beneficial owner; and (c) the date or dates upon which
the shareholder acquired ownership of the shares. A nomination must contain the
following information about the nominee: name; age; business and residence
addresses; principal occupation or employment; the number of shares of common
stock held by the nominee; the information that would be required under the
rules of the SEC in a proxy statement soliciting proxies for the election of the
nominee as a director and a signed consent of the nominee to serve as a director
of the Company, if elected.

At the time this proxy statement was published, the Board of Directors knew
of no other business to be brought before the 2001 annual meeting. If, however,
any other business should properly come before the annual meeting, the persons
named in the accompanying proxy will vote the proxy in their discretion as they
may deem appropriate, unless they are directed by the proxy to do otherwise.
The chairman of the meeting may refuse to allow the transaction of any business
not presented beforehand, or to acknowledge the nomination of any person not
made in compliance with the procedures outlined above.

With respect to business to be brought before the annual meeting, the
Company has not received any notices from shareholders that the Company is
required to include in this proxy statement.

By Order of the Board of Directors,

CRAIG T. SCOTT
Secretary

Fort Worth, Texas
May 7, 2001

ANNEX A
Audit Committee Charter

FFP MARKETING COMPANY, INC.
AUDIT COMMITTEE OF THE BOARD OF DIRECTORS
CHARTER

General

The role of the Audit Committee is to assist the Board of Directors in
fulfilling its oversight responsibilities by:

1. Serving as an independent and objective party to monitor the
Corporation's financial reporting process and internal control system.

2. Reviewing and appraising the audit efforts of the Corporation's
independent accountants.

3. Providing an open avenue of communication among the independent
accountants, financial and senior management and the Board of Directors.

Composition

The Audit Committee shall consist of three or more directors as determined by
the Board, each of whom shall be independent directors, and free from any
relationship that, in the opinion of the Board, would interfere with the
exercise of his or her independent judgment as a member of the Committee. In
determining whether any director is independent, the Board shall take into
consideration the requirements of the principal exchange or system on which the
Corporation's common stock is traded. Directors who are affiliates of the
Company, or officers or employees of the Company or of its subsidiaries, will
not be considered independent. Notwithstanding the first sentence of this
paragraph, until June 14, 2001, the Committee may consist of one or more
directors meeting the qualifications of this section.

All members of the Committee must be able to read and understand fundamental
financial statements, including a corporation's balance sheet, income statement,
and cash flow statement or become able to do so within a reasonable period of
time after his or her appointment to the Committee, and at least one member of
the Committee is to have past employment experience in finance or accounting,
requisite professional certification in accounting, or any other comparable
experience or background which results in the member's financial sophistication,
including being or having been a chief executive officer, chief financial
officer or other senior officer with financial oversight responsibilities.

The members of the Committee are to be elected by the Board and shall serve
until their successors are duly elected and qualified. Unless a Chair is
elected by the full Board, the members of the Committee may designate a Chair by
majority vote of the full Committee membership.

Meetings

The Committee shall hold regular meetings as may be necessary and special
meetings as may be called by the Chairman of the Committee. As part of its job
to foster open communication, the Committee should meet at least annually with
management and the independent accountants in separate executive sessions to
discuss any matters that the Committee or either of these groups believe should
be discussed privately. In addition, the Committee or its Chair should meet
with the independent accountants and management quarterly to review the
Corporation's financial statements.

A-1

Relationship with Independent Accountants

The Corporation's independent accountants are to be ultimately accountable to
the Board and the Committee, and the Committee and the Board shall have the
ultimate authority and responsibility to select, evaluate and, where
appropriate, replace the independent accountants.

Responsibilities and Duties

To fulfill its responsibilities and duties the Audit Committee shall:

Documents/Reports Review
------------------------

1. Review and assess the adequacy of this Charter at least annually,
and otherwise as conditions dictate.

2. Review the Corporation's annual financial statements and any reports
or other financial information submitted to the Securities and Exchange
Commission or the public, including any certification, report, opinion, or
review rendered by the independent accountants.

3. Review with financial management and the independent accountants the
Corporation's filings with the Securities and Exchange Commission on Form 10-Q
prior to their filing or prior to the release of earnings. The Chair of the
Committee may represent the entire Committee for purposes of this review.

Independent Accountants
-----------------------

4. Recommend to the Board the selection of the independent accountants,
considering independence and effectiveness, and approve the fees and other
compensation to be paid to the independent accountants.

5. On an annual basis, obtain from the independent accountants, and
review and discuss with the independent accountants, a formal written statement
delineating all relationships the independent accountants have with the
Corporation, consistent with Independence Standards Board Standard 1, and
actively engage in a dialogue with the independent accountants with respect to
any disclosed relationships or services that may impact the objectivity and
independence of the independent accountants.

6. Recommend to the Board any appropriate action to oversee the
independence of the independent accountants.

7. Review the performance of the independent accountants and approve any
proposed discharge of the independent accountants when circumstances warrant.

8. Periodically consult with the independent accountants out of the
presence of management about internal controls and the fullness and accuracy of
the Corporation's financial statements.

Financial Reporting Processes
-----------------------------

9. In consultation with the independent accountants, review the
integrity of the organization's financial reporting processes, both internal and
external.

10. Consider the independent accountant's judgments about the quality and
appropriateness of the Corporation's accounting principles as applied in its
financial reporting.

11. Consider and approve, if appropriate, major changes to the
Corporation's auditing and accounting principles and practices as suggested by
the independent accountants or management.

A-2

12. Establish regular and separate reporting to the Committee by each of
management and the independent accountants regarding any significant judgments
made in management's preparation of the financial statements and the view of
each as to appropriateness of such judgments.

13. Following completion of the annual audit, review separately with each
of management and the independent accountants any significant difficulties
encountered during the course of the audit, including any restrictions on the
scope of work or access to required information.

14. Review any significant disagreement among management and the
independent accountants in connection with the preparation of the financial
statements.

15. Review with the independent accountants and management the extent to
which changes or improvements in financial or accounting practices, as approved
by the Committee, have been implemented.

Ethical and Legal Compliance
----------------------------

16. Review, with the Corporation's counsel, any legal matter that could
have a significant impact on the Corporation's financial statements.

17. Perform any other activities consistent with this Charter, the
Corporation's bylaws and governing law, as the Committee or the Board deems
necessary or appropriate.

Adopted by Resolution of the Board of Directors

A-3

P
R
O FFP MARKETING COMPANY, INC.
X
Y 2801 GLENDA AVENUE
FORT WORTH, TEXAS 76117

This proxy is solicited on behalf of the Board of Directors of FFP Marketing
Company, Inc.

The undersigned hereby appoints J.D. St. Clair and Michael Triantafellou,
and each of them, as Proxies, each with the power to appoint his substitute, and
hereby authorizes them to represent and vote, as designated below, all of the
shares of common stock of FFP Marketing Company, Inc., held of record by the
undersigned on April 30, 2001, at the Annual Meeting of Shareholders to be held
on May 30, 2001, or any adjournment thereof.

This proxy when properly executed will be voted in the manner directed
herein by the undersigned shareholder. If no direction is given, this proxy will
be voted FOR the election of the nominees listed, and at the discretion of the
Proxies with respect to any other matter that is properly brought before the
meeting.

CONTINUED AND TO BE SIGNED ON REVERSE SIDE

------------------
SEE REVERSE SIDE
------------------

/\ FOLD AND DETACH HERE /\

1. Election of Directors

FOR all nominees WITHHOLD Nominees: E. Michael Gregory, John H. Harvison, Garland R. McDonald,
listed to the right AUTHORITY Victor Puente, Sr., Robert W. Ratliff
(except as marked to vote for all nominees
to the contrary) listed to the right (Instruction: To withhold authority to vote for any individual nominee,
write that nominee's name on the space provided below.)
[ ] [ ]
----------------------------------------------------------------------------
2. In their discretion, the Proxies are authorized to
vote upon such other business as properly may come MARK HERE FOR ADDRESS CHANGE AND NOTE BELOW [ ]
before the Annual Meeting.
Dated , 2001
-----------------------------------------
Signature:
-------------------------------------------
Signature:
-------------------------------------------
Please sign exactly as name appears at left. when shares are
held by joint tenants, both should sign, or if one signs he
should attach the evidence of his authority. When signing as
attorney, administrator, agent, trustee or guardian, please
give full title as such. If a corporation, please sign full
COMPLETE, SIGN and DATE this proxy card and return promptly corporate name by President or other authorized officer. If
using the enclosed envelope. a partnership, please sign full partnership name by
authorized person.

- FOLD AND DETACH HERE -