UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                   FORM 12b-25

                                                       SEC FILE NUMBER 1-13727
                                                       CUSIP NUMBER 30243M 10 5




                           NOTIFICATION OF LATE FILING

(Check One):

 |_| Form 10-K |_| Form 20-F |_| Form 11-K |X| Form 10-Q |_| Form N-SAR

     For Period Ended: April 1, 2001

     [ ] Transition Report on Form 10-K
     [ ] Transition  Report on Form 20-F
     [ ] Transition  Report on Form 11-K
     [ ] Transition Report on Form 10-Q
     [ ] Transition Report on Form N-SAR
     For the Transition Period Ended:_________________________________________

Read Instruction (on back page) Before Preparing Form. Please Print or
     Type.

Nothing in this form shall be construed to imply that the Commission has
     verified any information contained herein.

If   the notification relates to a portion of the filing checked above, identify
     the Item(s) to which the notification relates:



PART I -- REGISTRANT INFORMATION

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Full Name of Registrant:  FFP Marketing Company, Inc.

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Former Name if Applicable:  Not applicable

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Address of Principal Executive Office (Street and Number):  2801 Glenda Avenue
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City, State and Zip Code:  Fort Worth, Texas  76117-4391

PART II -- RULES 12b-25(b) AND (c)

If   the  subject  report  could  not be filed  without  unreasonable  effort or
     expense and the registrant  seeks relief  pursuant to Rule  12b-25(b),  the
     following should be completed. (Check box if appropriate)

     (a) The reasons  described  in  reasonable  detail in Part III of this form
     could not be eliminated without unreasonable effort or expense;

 X   (b) The subject annual report,  semi-annual  report,  transition  report on
- ---  Form 10-K, Form 20-F, Form 11-K or Form N-SAR, or portion thereof,  will be
     filed on or before the fifteenth  calendar day following the prescribed due
     date; and subject  quarterly  report or transition  report on Form 10-Q, or
     portion thereof will be filed on or before the fifth calendar day following
     the prescribed due date; and

     (c) The accountant's  statement or other exhibit required by Rule 12b-25(c)
     has been attached if applicable.

PART III -- NARRATIVE

State below in reasonable  detail the reasons why Forms 10-K, 20-F,  11-K, 10-Q,
     N-SAR,  or the  transition  report or portion  thereof,  could not be filed
     within the prescribed time period.

     Certain   financial  and  other  data  required  to  be  disclosed  in  the
     Registrant's  Form 10-Q could not be  obtained by  Registrant  prior to the
     required filing date for the report.

PART IV--OTHER INFORMATION


(1)  Name  and  telephone  number  of  person  to  contact  in  regard  to  this
     notification

     Craig T. Scott               817                   838-4707
         (Name)               (Area Code)          (Telephone Number)

(2)  Have all other periodic  reports  required under Section 13 or 15(d) of the
     Securities Exchange Act of 1934 or Section 30 of the Investment Company Act
     of 1940 during the preceding 12 months or for such shorter  period that the
     registrant was required to file such report(s) been filed? If answer is no,
     identify report(s). |X| Yes |_| No

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(3)  Is it anticipated that any significant change in results of operations from
     the corresponding  period for the last fiscal year will be reflected by the
     earnings  statements  to be  included  in the  subject  report  or  portion
     thereof? |X| Yes |_| No

If   so, attach an explanation of the anticipated  change,  both narratively and
     quantitatively,  and, if  appropriate,  state the reasons why a  reasonable
     estimate of the results cannot be made.

     Preparation of the Company's book and records for the first quarter of 2001
     ended on April  1,  2001,  has not yet been  completed  at this  date.  The
     Company  estimates that it incurred a net loss of approximately  $2,300,000
     in the first  quarter of 2001,  compared  to a net loss of  $884,000 in the
     first quarter of 2000.  Estimated total revenues  increased to $158,000,000
     in the first quarter of 2001, compared to $154,000,000 in the first quarter
     of 2000.  The primary  reason for the increased net loss is a lower average
     gross profit per gallon on motor fuel sold in the quarter, when compared to
     the  comparable  quarter of 2000.  The  foregoing  estimates are subject to
     adjustment.

     ===========================================================================

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

has  caused  this  notification  to be signed on its  behalf by the  undersigned
hereunto duly authorized.


Date - May 16, 2001                    By: /s/ Craig T. Scott
                                       Craig T. Scott, Vice President

INSTRUCTION: The form may be signed by an executive officer of the registrant or
by any other duly  authorized  representative.  The name and title of the person
signing  the form  shall  be typed or  printed  beneath  the  signature.  If the
statement is signed on behalf of the registrant by an authorized  representative
(other than an executive officer), evidence of the representative's authority to
sign on behalf of the registrant shall be filed with the form.

                                    ATTENTION
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        Intentional misstatements or omissions of fact constitute Federal
                    Criminal Violations (See 18 U.S.C. 1001).
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                              GENERAL INSTRUCTIONS

     1.   This  form is  required  by Rule  12b-25  (17 CFR  240.12b-25)  of the
          General Rules and  Regulations  under the  Securities  Exchange Act of
          1934.

     2.   One  signed  original  and  four  conformed  copies  of this  form and
          amendments thereto must be completed and filed with the Securities and
          Exchange Commission,  Washington,  D.C. 20549, in accordance with Rule
          0-3  of  the  General  Rules  and  Regulations   under  the  Act.  The
          information  contained in or filed with the form will be made a matter
          of public record in the Commission files.

     3.   A manually  signed copy of the form and  amendments  thereto  shall be
          filed with each  national  securities  exchange  on which any class of
          securities of the registrant is registered.

     4.   Amendments to the notifications  must also be filed on form 12b-25 but
          need not restate  information that has been correctly  furnished.  The
          form shall be clearly identified as an amended notification.

     5.   Electronic  Filers.  This form shall not be used by electronic  filers
          unable to timely file a report solely due to electronic  difficulties.
          Filers unable to submit a report within the time period prescribed due
          to  difficulties  in electronic  filing should comply with either Rule
          201 or Rule 202 of Regulation  S-T  (ss.232.201  or ss.232.202 of this
          chapter) or apply for an  adjustment  in filing date  pursuant to Rule
          13(b) of Regulation S-T (ss.232.13(b) of this chapter).