SECURITIES AND EXCHANGE COMMISSION
                              Washington, D.C. 20549



                                  FORM 8-K

                               CURRENT REPORT



   Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

  Date of Report (Date of earliest event reported) December 21, 1999



                           FFP MARKETING COMPANY, INC.
             (Exact name of registrant as specified in its charter)




              Texas                    1-13727                   75-2735779
 (State or other jurisdiction of     (Commission               (IRS employer
 incorporation or organization)      File Number)           Identification No.)


        2801 Glenda Avenue, Fort Worth, Texas                 76117-4391
      (Address of principal executive offices)                (Zip Code)


        Registrant's telephone number, including area code  817/838-4700


                                  Not applicable
         (Former name or former address, if changed since last report)




ITEM 4

   KPMG LLP ("KPMG") served as the registrant's  independent accountant to audit
the consolidated financial statements of the registrant for each of its two most
recent years ended  December 27,  1998,  and December 28, 1997.  In November and
December 1999,  the registrant  sought  proposals  from four  accounting  firms,
including  KPMG and Grant Thornton LLP ("Grant  Thornton"),  with respect to the
audit of the registrant's  consolidated financial statements for its fiscal year
ending December 26, 1999.

   On December 15, 1999,  the registrant  vebally  advised KMPG that, as part of
the  registrant's   effort  to  reduce  general  and  administrative   expenses,
management  would  recommend a  dismissal  of KPMG as the  registrant's  outside
accounting firm to audit the registrant's  consolidated financial statements for
its fiscal year ending December 26, 1999 and the engagement of Grant Thornton in
that  capacity.  On December 21, 1999, the audit  committee of the  registrant's
board of Directors approved these actions.

   The reports of KPMG on the financial statements of the registrant for its two
most recent years do 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  registrant  and KPMG  during the
registrant's  two most recent  fiscal  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.  After its audit
of the registrant's  financial statements for its fiscal year ended December 27,
1998,  KPMG  advised  the  registrant  that  certain  internal  control  matters
constituted  material  weaknesses and reportable  conditions.  During its fiscal
year 1999, the registrant has taken remedial action in an attempt to rectify and
improve each of these matters.  The audit committee of the board of directors of
the  registrant  has discussed  these matters with KPMG,  and the registrant has
authorized  KPMG to respond fully to the inquiries of Grant Thornton about these
matters.

   On October 15, 1999,  FFP  Partners,  L.P., a Delaware  limited  partnership,
closed new financing with a 20-year term from a third party lender and repaid in
full its long-term  indebtedness then payable to the registrant.  As a condition
of that new financing,  on the same date, the registrant and FFP Partners,  L.P.
both executed a new real estate lease with a 20-year term, and exercised options
to extend the term of prior real estate leases to a 20-year  term,  for land and
buildings at 63  convenience  store  locations  owned by FFP Partners,  L.P. and
operated  by  the  registrant.

   At the time of registrant's preparation of Form 10-Q for its third quarter of
1999, which was filed prior to the dismissal of KPMG as registrant's  accounting
firm,  KPMG  concluded  that such 20-year real estate leases should be accounted
for as capital  leases  instead of operating  leases.  The  determination  as to
whether these lease should be treated as capital leases or operating  leases for
accounting  purposes  could  materially  impact  the  financial   statements  of
registrant  for its 1999 fiscal year.  As of the date of the filing of this Form
8-K, registrant has not yet determined the correct accounting  treatment of such
leases  because  it has not yet  completed  its  review  of all of the  relevant
factual matters  necessary to make such a determination.  Therefore,  this issue
was not resolved to the satisfaction of KPMG prior to its dismissal.  As of this
date,  registrant has not sought the opinion,  advice or views of Grant Thornton
as to this  issue or any  other  accounting  principle,  and this  issue  had no
bearing on the registrant's decision to change auditing firms.


Item 7.  Financial Statements and Exhibits

   (a)   Not applicable
   (b)   Not applicble
   (c)   Exhibits

         16.1    Letter of KPMG LLP dated December 29, 1999




                                    SIGNATURES

   Pursuant to the  requirements of the Securities and Exchange Act of 1934, the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned hereunto duly authorized.


Dated:  December 29, 1999                FFP Marketing Company, Inc.
                                         (Registrant)


                                         By: /s/ Craig T. Scott
                                         Craig T. Scott
                                         Vice President - Finance