EXHIBIT 8.1

               [LETTERHEAD OF JENKENS & GILCHRIST APPEARS HERE]


                                December 4, 1997



FFP Partners, L.P.
2801 Glenda Avenue
Fort Worth, Texas  76117

     Re:  Restructuring of FFP Partners, L.P.

Dear Gentlemen:

     We have acted as counsel to FFP Partners, L.P., a Delaware limited
partnership (the "FFP Partners"), FFP Marketing Company, Inc., a Texas
corporation (the "Marketing Company"), and FFP Real Estate Trust, a Texas real
estate investment trust (the "REIT") in connection with the Restructuring of FFP
Partners pursuant to a Proxy Statement/Prospectus (the "Proxy Statement"), a
Registration Statement on Form S-4 of the Marketing Company (the "Marketing
Company Registration Statement"), and  a Registration Statement on Form S-4 of
the REIT (the "REIT Registration Statement") originally filed with the
Securities and Exchange Commission under the Securities Act of 1933 on December
5, 1997.  Capitalized terms not defined herein shall have the meaning ascribed
to them in the Proxy Statement.

     You have requested our opinion with respect to certain matters in
connection with the Proxy Statement.

     In connection with the foregoing request, FFP Partners and FFP's General
Partner have made the following representations:

          (a) FFP Partners has been and will continue to be operated in
     accordance with (i) all applicable partnership statutes, (ii) their
     respective partnership agreements, and (iii) the description thereof in the
     Proxy Statement;

          (b) FFP Partners will not elect to be treated as an association
     taxable as a corporation;

 
               [LETTERHEAD OF JENKENS & GILCHRIST APPEARS HERE]


FFP Partners, L.P.
December 4, 1997
Page 2

          (c) FFP Partners satisfies the Pre-1997 Classification Requirements
     provided in Section 301.7701-3(f)(2) of the Regulations;

          (d) For each taxable year beginning after December 28, 1997, less than
     10% of the gross income of FFP Partners will be derived from sources other
     than "qualifying income" within the meaning of Section 7704(d) of the Code;

          (e) For purposes of Section 7704 of the Code and the Treasury
     Regulations thereunder, the Partnership qualifies as an "existing
     partnership" within the meaning of Section 1.7704-2 of the Regulations and
     will continue to so qualify through December 31, 1997;

          (f) Immediately prior to the Restructuring, all indebtedness of the
     Operating Partnership will be recourse indebtedness for which no limited
     partner of the Operating Partnership is considered to bear the economic
     risk of loss; and

          (g) At the time of the Contribution, Operating Partnership's aggregate
     adjusted tax basis in its assets will be greater than the amount of the
     Operating Partnership's indebtedness.

     Based upon the foregoing representations and the facts and assumptions
described in the Proxy Statement, the Code, existing regulations thereunder,
published rulings and judicial decisions currently outstanding, it is our
opinion that the discussion of federal income tax law set forth in the Proxy
Statement under the headings "Summary--What are my tax consequences in these
transactions?" and "Federal Income Tax Considerations" is correct.

     The information set forth herein is as of the date hereof.  We assume no
obligation to advise you of changes that may thereafter be brought to our
attention.  Our opinions are based upon laws, regulations, published rulings and
judicial decisions in effect at the date hereof, and we do not opine with
respect to any law, regulation, rule, or governmental policy that may be enacted
or adopted after the date hereof, nor assume any responsibility to advise you of
such future changes that may affect our opinions.

 
               [LETTERHEAD OF JENKENS & GILCHRIST APPEARS HERE]

FFP Partners, L.P.
December 4, 1997
Page 3


     We are rendering this opinion as of the time the Registration Statement
becomes effective.  We hereby consent to the use of our name in the Registration
Statement and to the filing of this opinion as an exhibit to the Registration
Statement.  This consent does not constitute an admission that we are "experts"
within the meaning of such term as used in the Securities Act of 1933.


                              Respectfully submitted,


                              JENKENS & GILCHRIST, P.C.


                              By: /s/ William P. Bowers
                                 ---------------------------------------------
                                    William P. Bowers,
                                    Authorized Signatory