Exhibit 99.1

                      Form of Proxy of FFP Partners, L.P.

 
                              FFP PARTNERS, L.P.
PROXY
                              2801 GLENDA AVENUE
                            FORT WORTH, TEXAS 76117

          This Proxy is Solicited on Behalf of the Board of Directors
  of FFP Partners Management, Inc., as general partner of FFP Partners, L.P.


     The undersigned hereby appoints John H. Harvison and Robert J. Byrnes, 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
units of limited partnership of FFP Partners, L.P. ("FFP Partners"), held of
record by the undersigned on December 5, 1997, at the Special Meeting of
Unitholders to be held on December 26, 1997, or any adjournment thereof.

     This proxy when properly executed will be voted in the manner directed
herein by the undersigned unitholder. If no direction is given, this proxy will
be voted FOR Proposal 1 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
                             --------------------

 
[X]  Please mark
     votes as in
     this example.
Please mark boxes in blue or black ink.

1.   Proposal to approve and adopt the Restructuring Agreement by and among FFP
     Partners, FFP Partners Management Company, Inc., and John H. Harvison,
     members of Mr. Harvison's family, and corporations, partnerships, trusts
     and other business entities affiliated with Mr. Harvison or his family
     members, and the related restructuring, including the amendments to FFP
     Partners' partnership agreement in connection with the restructuring.

                   For              Against         Abstain

                   [_]              [_]             [_]


2.   In their discretion, the Proxies are authorized to vote upon such other
     business as properly may come before the special meeting.


 
                                                   
     MARK HERE FOR ADDRESS CHANGE AND NOTE BELOW     [_]

                                                     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 evidence of his
                                                     authority. When signing as attorney, executor, administrator, agent, trustee or
                                                     guardian, please give full title as such. If a corporation, please sign full
                                                     corporate name by President or other authorized officer. If a partnership,
                                                     please sign full partnership name by authorized person.

                                                     Signature:______________________________________Date _____, 1997

                                                     Signature:______________________________________Date _____, 1997
 

       COMPLETE, SIGN and DATE the proxy card and return promptly using
                            the enclosed envelope.