As filed with the Securities and Exchange Commission on November 30, 1998
                                                     Registration No. 333-______


                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
      --------------------------------------------------------------------
                                    FORM S-8
             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
      --------------------------------------------------------------------
                           FFP MARKETING COMPANY, INC.
             (Exact name of registrant as specified in its charter)

                   Texas                                     75-2735779
      (State or other jurisdiction of                     (I.R.S. Employer
      incorporation or organization)                     Identification No.)

            2801 Glenda Avenue
             Fort Worth, Texas                                  76117
 (Address of principal executive offices)                    (Zip Code)
      --------------------------------------------------------------------
           FFP MARKETING COMPANY, INC. NONQUALIFIED STOCK OPTION PLAN
                            (Full title of the plan)
      --------------------------------------------------------------------
               Craig T. Scott                               Copy to:
         FFP Marketing Company, Inc.                  W. Alan Kailer, Esq.
             2801 Glenda Avenue                       Jenkens & Gilchrist,
          Fort Worth, Texas  76117                 A Professional Corporation
               (817) 838-4700                     1445 Ross Avenue, Suite 3200
                                                      Dallas, Texas  75202
     (Name, address and telephone number
  including area code of agent for service)
      --------------------------------------------------------------------
                         CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>

                                                                     Proposed                Proposed
                                               Amount                 Maximum                 Maximum               Amount of
          Title of Class of                    to be              Offering Price             Aggregate         Registration Fee(4)
     Securities to be Registered          Registered(1)(2)        per Share(3)(4)      Offering Price(3)(4)
====================================== ======================  =====================  ======================= ======================
<S>                                        <C>                        <C>                  <C>                       <C>    
Common Stock, $.01 par value per share     234,333 Shares             $2.9687              $695,666.487              $193.40
====================================== ======================  =====================  ======================= ======================
</TABLE>


         (1) The securities to be registered  consist of 234,333 shares reserved
for issuance under the FFP Marketing  Company,  Inc.  Nonqualified  Stock Option
Plan (the "Plan").

         (2)  Pursuant to Rule 416,  this  Registration  Statement  is deemed to
include  additional  shares of Common Stock issuable under the terms of the Plan
to prevent  dilution  resulting  from any future stock split,  stock dividend or
similar transaction.

         (3) Estimated  solely for the purpose of calculating  the  registration
fee.

         (4) Calculated pursuant to Rule 457(c) and (h). Accordingly,  the price
per share of the Common Stock offered hereunder pursuant to the Plan is based on
the following  shares of Common Stock  reserved for issuance  under the Plan and
subject to options already granted thereunder at the following prices:

                    Number of Shares of Common
                    Stock Reserved for Issuance    Exercise Price Per Share
                    ---------------------------    ------------------------
                               164,333                       $2.539
                               20,000                        $2.920
                               25,000                        $4.062
                               25,000                        $4.739

<PAGE>

                                     PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

Item 1.  Plan Information*
Item 2.  Registrant Information and Employee Plan Annual Information*


                                     PART II

                 INFORMATION REQUIRED IN REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

         The registrant  hereby  incorporates by reference in this  Registration
Statement the following  documents  previously  filed by the registrant with the
Securities and Exchange Commission (the "Commission"):

                  (1) The registrant's Annual Report on Form 10-K filed with the
         Commission for the fiscal year ended December 28, 1997.

                  (2) The  registrant's  amendment  on Form 10-K/A to its Annual
         Report on Form 10-K filed with the Commission for the fiscal year ended
         December 28, 1997.

                  (3) The registrant's  Quarterly Report on form 10-Q filed with
         the Commission for the quarterly period ended March 29, 1998.

                  (4) The registrant's  Quarterly Report on Form 10-Q filed with
         the Commission for the quarterly period ended June 28, 1998.

                  (5) The registrant's  quarterly Report on Form 10-Q filed with
         the Commission for the quarterly period ended September 27, 1998.

                  (6) The registrant's Current Report on Form 8-K filed with the
Commission on January 12, 1998.

                  (7) The  description  of the Common Stock,  par value $.01 per
         share,  of  the  registrant  (the  "Common  Stock")  set  forth  in the
         Registration  Statement  on Form  8-A  filed  with  the  Commission  on
         December  22,  1997,  including  any  amendment or report filed for the
         purpose of updating such description.

         All documents filed by the registrant  with the Commission  pursuant to
Sections 13(a),  13(c), 14 and 15(d) of the Securities  Exchange Act of 1934, as
amended  (the  "Exchange  Act"),  subsequent  to the  date of this  Registration
Statement  shall be deemed to be  incorporated  herein by reference  and to be a
part  hereof  from the date of the filing of such  documents  until such time as
there shall have been filed a  post-effective  amendment that indicates that all
securities  offered  hereby have been sold or that  deregisters  all  securities
remaining unsold at the time of such amendment.

Item 4. Description of Securities.

         Not Applicable.

Item 5.  Interests of Named Experts and Counsel.

         Not Applicable.
--------
     *Information  required  by  Part I to be  contained  in the  Section  10(a)
prospectus is omitted from this  Registration  Statement in accordance with Rule
428 under the Securities Act of 1933, as amended (the "Securities Act"), and the
Note to Part I of Form S-8.


                                      II-1

<PAGE>

Item 6.  Indemnification of Directors and Officers.

The Articles of  Incorporation  of the  Registrant  provide that the  Registrant
shall  indemnify  officers and directors,  and may indemnify its other employees
and agents,  to the fullest  extent  permitted  by law. The laws of the State of
Texas permit,  and in some cases require,  corporations  to indemnify  officers,
directors,  agents  and  employees  who  are  or  have  been a  party  to or are
threatened  to  be  made  a  party  to  litigation  against  judgments,   fines,
settlements and reasonable expenses under certain circumstances.

The Registrant has also adopted provisions in its Articles of Incorporation that
limit  the  liability  of its  directors  and  officers  to the  fullest  extent
permitted by the laws of the State of Texas. Under the Registrant's  Articles of
Incorporation, and as permitted by the laws of the State of Texas, a director or
officer is not liable to the  Registrant  or its  shareholders  for  damages for
breach of fiduciary duty. Such limitation of liability does not affect liability
for (i)  breach of the  director's  duty of  loyalty  to the  Registrant  or its
shareholders,  (ii)  acts  or  omissions  not in good  faith  or  which  involve
intentional  misconduct or a knowing violation of the law, (iii) any transaction
from  which the  director  derived an  improper  personal  benefit,  or (iv) the
payment of any unlawful distribution.

Item 7.  Exemption from Registration Claimed.

         Not Applicable.

Item 8.  Exhibits.

         (a)      Exhibits.

                           The  following  documents are filed as a part of this
Registration Statement.

         Exhibit           Description of Exhibit
         -------           ----------------------

         3.1*     Articles of Incorporation of the Registrant (Exhibit 3.1)

         3.2*     Bylaws of the Registrant (Exhibit 3.2)

         4.1      FFP Marketing Company, Inc. Nonqualified Stock Option Plan

         5.1      Opinion of Jenkens & Gilchrist, a Professional Corporation

         23.1     Consent of Jenkens &  Gilchrist,  a  Professional  Corporation
                  (included in their opinion filed as Exhibit 5.1 hereto)

         23.2     Consent of KPMG Peat Marwick LLP

         24.1  Power  of  Attorney   (included   with  signature  page  of  this
Registration Statement)
-----------------------

*        Filed as the exhibit shown in parenthesis contained in the registrant's
         Registration  Statement  on Form  S-4  (No.333-41709)  filed  with  the
         Commission, and incorporated herein by reference.



                                      II-2

<PAGE>

Item 9.  Undertakings.

         A.       The undersigned registrant hereby undertakes:

                  (1) to file,  during any  period in which  offers or sales are
being made, a post-effective amendment to this Registration Statement to include
any material information with respect to the plan of distribution not previously
disclosed  in  this  Registration  Statement  or any  material  change  to  such
information in this Registration Statement;

                  (2) that, for the purpose of determining  any liability  under
the Securities Act of 1933, each such  post-effective  amendment shall be deemed
to be a new registration  statement  relating to the securities offered therein,
and the  offering  of such  securities  at that  time  shall be deemed to be the
initial bona fide offering thereof; and

                  (3) to remove from  registration by means of a  post-effective
amendment  any of the  securities  being  registered  which remain unsold at the
termination of the offering.

         B. The undersigned  registrant  hereby undertakes that, for purposes of
determining  any liability  under the Securities Act of 1933, each filing of the
registrant's  annual  report  pursuant to section  13(a) or section 15(d) of the
Securities  Exchange  Act of 1934  (and,  where  applicable,  each  filing of an
employee  benefit  plan's  annual  report  pursuant  to  section  15(d)  of  the
Securities  Exchange  Act of 1934) that is  incorporated  by  reference  in this
Registration  Statement  shall  be  deemed  to be a new  registration  statement
relating to the securities offered therein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

         C.  Insofar  as  indemnification  for  liabilities  arising  under  the
Securities Act may be permitted to directors,  officers and controlling  persons
of the  registrant  pursuant to the  foregoing  provisions,  or  otherwise,  the
registrant  has been advised that in the opinion of the  Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore,  unenforceable. In the event that a claim for indemnification
against such  liabilities  (other than the payment by the registrant of expenses
incurred or paid by a director,  officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director,  officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction  the  question  of whether  such  indemnification  by it is against
public  policy  as  expressed  in the Act  and  will be  governed  by the  final
adjudication of such issue.



                                      II-3
<PAGE>

                                   SIGNATURES

         Pursuant to the  requirements  of the  Securities  Act, the  registrant
certifies  that it has  reasonable  grounds  to  believe  that it meets  all the
requirements  for  filing  on Form S-8 and has  duly  caused  this  Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the City of Fort Worth, State of Texas, on November 30, 1998:

                                  FFP MARKETING COMPANY, INC.

                                  By:      /s/ John H. Harvison 
                                           -----------------------
                                           John H. Harvison,
                                           Chief Executive Officer

                                POWER OF ATTORNEY

         KNOW ALL MEN BY THESE PRESENTS,  that each  individual  whose signature
appears below  constitutes and appoints John H. Harvison and Craig T. Scott, and
each of them,  each with full power to act without the other,  as such person's,
true and lawful attorneys-in-fact and agents with full power of substitution and
resubstitution,  for such person and in such person's name,  place and stead, in
any and all capacities, to sign any and all amendments (including post-effective
amendments)  to this  Registration  Statement,  and to file  the  same  with all
exhibits  thereto,  and  all  documents  in  connection   therewith,   with  the
Commission,  granting  unto said  attorneys-in-fact  and  agents  full power and
authority to do and perform each and every act and thing requisite and necessary
to be done in connection  therewith,  as fully to all intents and purposes as he
might or could do in  person  hereby  ratifying  and  confirming  all that  said
attorneys-in-fact and agents or his substitutes,  may lawfully do or cause to be
done by virtue hereof.

         Pursuant to the  requirements of the Securities Act, this  Registration
Statement has been signed by the following  persons in the capacities and on the
dates indicated:


           Signature                Capacity                        Date
           ---------                --------                        ----
/s/ John H. Harvison          Chairman of the Board and        November 30, 1998
-------------------------      Chief Executive Officer
John H. Harvison               (principal executive officer)

/s/ Robert J. Byrnes          President, Chief Operating       November 30, 1998
-------------------------      Officer and Director  
Robert J. Byrnes               (principal operating officer)

/s/ Craig T. Scott            Vice President - Finance         November 30, 1998
-------------------------      and General Counsel
Craig T. Scott                 (principal accounting officer)

/s/ J.D. St. Clair            Director                         November 30, 1998
-------------------------
J.D. St. Clair

/s/ Michael Triantafellou     Director                         November 30, 1998
-------------------------
Michael Triantafellou

                              Director                                    , 1998
-------------------------                                      -----------
John W. Hughes

                              Director                                    , 1998
-------------------------                                      -----------
Garland R. McDonald

/s/ John D. Harvison          Director                         November 30, 1998
-------------------------
John D. Harvison

                              Director                                    , 1998
-------------------------                                      -----------
E. Michael Gregory

<PAGE>

                                  EXHIBIT INDEX


Exhibit
Number                      Document Description
------                      --------------------
3.1*                  Articles of Incorporation of the Registrant (Exhibit 3.1)
3.2*                  Bylaws of the Registrant (Exhibit 3.2)
4.1                   FFP Marketing Company, Inc. Nonqualified Stock Option Plan
5.1                   Opinion of Jenkens & Gilchrist, a Professional Corporation
23.1                  Consent of Jenkens & Gilchrist, a Professional Corporation
                       (included in their opinion filed as Exhibit 5.1 hereto)
23.2                  Consent of KPMG Peat Marwick LLP
24.1                  Power of Attorney (included with signature page of this
                       Registration Statement)

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

*Filed  as the  exhibit  shown  in  parenthesis  contained  in the  Registrant's
Registration  Statement on Form S-4 (No.  333-41709)  filed with the Commission,
and incorporated herein by reference.
[{"type": "S-8", "sequence": "1", "description": "S-8 FOR FFP MARKETING COMPANY, INC.", "secsgml_size_bytes": 17697}]
{"company-data": {"conformed-name": "FFP MARKETING CO INC", "cik": "0001050891", "assigned-sic": "5412", "irs-number": "752735779", "state-of-incorporation": "TX", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-68143", "film-number": "98761978"}, "business-address": {"street1": "2801 GLENDA AVE", "city": "FT WORTH", "state": "TX", "zip": "75243", "phone": "8178384767"}}
As filed with the Securities and Exchange Commission on November 30, 1998
                                                     Registration No. 333-______

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
      --------------------------------------------------------------------
                                    FORM S-8
             REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
      --------------------------------------------------------------------
                           FFP MARKETING COMPANY, INC.
             (Exact name of registrant as specified in its charter)

                   Texas                                     75-2735779
      (State or other jurisdiction of                     (I.R.S. Employer
      incorporation or organization)                     Identification No.)

            2801 Glenda Avenue
             Fort Worth, Texas                                  76117
 (Address of principal executive offices)                    (Zip Code)
      --------------------------------------------------------------------
           FFP MARKETING COMPANY, INC. NONQUALIFIED STOCK OPTION PLAN
                            (Full title of the plan)
      --------------------------------------------------------------------
               Craig T. Scott                               Copy to:
         FFP Marketing Company, Inc.                  W. Alan Kailer, Esq.
             2801 Glenda Avenue                       Jenkens & Gilchrist,
          Fort Worth, Texas  76117                 A Professional Corporation
               (817) 838-4700                     1445 Ross Avenue, Suite 3200
                                                      Dallas, Texas  75202
     (Name, address and telephone number
  including area code of agent for service)
      --------------------------------------------------------------------
                         CALCULATION OF REGISTRATION FEE
Proposed                Proposed
                                               Amount                 Maximum                 Maximum               Amount of
          Title of Class of                    to be              Offering Price             Aggregate         Registration Fee(4)
     Securities to be Registered          Registered(1)(2)        per Share(3)(4)      Offering Price(3)(4)
====================================== ======================  =====================  ======================= ======================
Common Stock, $.01 par value per share     234,333 Shares             $2.9687              $695,666.487              $193.40
====================================== ======================  =====================  ======================= ======================
(1) The securities to be registered  consist of 234,333 shares reserved
for issuance under the FFP Marketing  Company,  Inc.  Nonqualified  Stock Option
Plan (the "Plan").

         (2)  Pursuant to Rule 416,  this  Registration  Statement  is deemed to
include  additional  shares of Common Stock issuable under the terms of the Plan
to prevent  dilution  resulting  from any future stock split,  stock dividend or
similar transaction.

         (3) Estimated  solely for the purpose of calculating  the  registration
fee.

         (4) Calculated pursuant to Rule 457(c) and (h). Accordingly,  the price
per share of the Common Stock offered hereunder pursuant to the Plan is based on
the following  shares of Common Stock  reserved for issuance  under the Plan and
subject to options already granted thereunder at the following prices:

                    Number of Shares of Common
                    Stock Reserved for Issuance    Exercise Price Per Share
                    ---------------------------    ------------------------
                               164,333                       $2.539
                               20,000                        $2.920
                               25,000                        $4.062
                               25,000                        $4.739
PART I

              INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS

Item 1.  Plan Information*
Item 2.  Registrant Information and Employee Plan Annual Information*

                                     PART II

                 INFORMATION REQUIRED IN REGISTRATION STATEMENT

Item 3.  Incorporation of Documents by Reference.

         The registrant  hereby  incorporates by reference in this  Registration
Statement the following  documents  previously  filed by the registrant with the
Securities and Exchange Commission (the "Commission"):

                  (1) The registrant's Annual Report on Form 10-K filed with the
         Commission for the fiscal year ended December 28, 1997.

                  (2) The  registrant's  amendment  on Form 10-K/A to its Annual
         Report on Form 10-K filed with the Commission for the fiscal year ended
         December 28, 1997.

                  (3) The registrant's  Quarterly Report on form 10-Q filed with
         the Commission for the quarterly period ended March 29, 1998.

                  (4) The registrant's  Quarterly Report on Form 10-Q filed with
         the Commission for the quarterly period ended June 28, 1998.

                  (5) The registrant's  quarterly Report on Form 10-Q filed with
         the Commission for the quarterly period ended September 27, 1998.

                  (6) The registrant's Current Report on Form 8-K filed with the
Commission on January 12, 1998.

                  (7) The  description  of the Common Stock,  par value $.01 per
         share,  of  the  registrant  (the  "Common  Stock")  set  forth  in the
         Registration  Statement  on Form  8-A  filed  with  the  Commission  on
         December  22,  1997,  including  any  amendment or report filed for the
         purpose of updating such description.

         All documents filed by the registrant  with the Commission  pursuant to
Sections 13(a),  13(c), 14 and 15(d) of the Securities  Exchange Act of 1934, as
amended  (the  "Exchange  Act"),  subsequent  to the  date of this  Registration
Statement  shall be deemed to be  incorporated  herein by reference  and to be a
part  hereof  from the date of the filing of such  documents  until such time as
there shall have been filed a  post-effective  amendment that indicates that all
securities  offered  hereby have been sold or that  deregisters  all  securities
remaining unsold at the time of such amendment.

Item 4. Description of Securities.

         Not Applicable.

Item 5.  Interests of Named Experts and Counsel.

         Not Applicable.
--------
     *Information  required  by  Part I to be  contained  in the  Section  10(a)
prospectus is omitted from this  Registration  Statement in accordance with Rule
428 under the Securities Act of 1933, as amended (the "Securities Act"), and the
Note to Part I of Form S-8.

                                      II-1
Item 6.  Indemnification of Directors and Officers.

The Articles of  Incorporation  of the  Registrant  provide that the  Registrant
shall  indemnify  officers and directors,  and may indemnify its other employees
and agents,  to the fullest  extent  permitted  by law. The laws of the State of
Texas permit,  and in some cases require,  corporations  to indemnify  officers,
directors,  agents  and  employees  who  are  or  have  been a  party  to or are
threatened  to  be  made  a  party  to  litigation  against  judgments,   fines,
settlements and reasonable expenses under certain circumstances.

The Registrant has also adopted provisions in its Articles of Incorporation that
limit  the  liability  of its  directors  and  officers  to the  fullest  extent
permitted by the laws of the State of Texas. Under the Registrant's  Articles of
Incorporation, and as permitted by the laws of the State of Texas, a director or
officer is not liable to the  Registrant  or its  shareholders  for  damages for
breach of fiduciary duty. Such limitation of liability does not affect liability
for (i)  breach of the  director's  duty of  loyalty  to the  Registrant  or its
shareholders,  (ii)  acts  or  omissions  not in good  faith  or  which  involve
intentional  misconduct or a knowing violation of the law, (iii) any transaction
from  which the  director  derived an  improper  personal  benefit,  or (iv) the
payment of any unlawful distribution.

Item 7.  Exemption from Registration Claimed.

         Not Applicable.

Item 8.  Exhibits.

         (a)      Exhibits.

                           The  following  documents are filed as a part of this
Registration Statement.

         Exhibit           Description of Exhibit
         -------           ----------------------

         3.1*     Articles of Incorporation of the Registrant (Exhibit 3.1)

         3.2*     Bylaws of the Registrant (Exhibit 3.2)

         4.1      FFP Marketing Company, Inc. Nonqualified Stock Option Plan

         5.1      Opinion of Jenkens & Gilchrist, a Professional Corporation

         23.1     Consent of Jenkens &  Gilchrist,  a  Professional  Corporation
                  (included in their opinion filed as Exhibit 5.1 hereto)

         23.2     Consent of KPMG Peat Marwick LLP

         24.1  Power  of  Attorney   (included   with  signature  page  of  this
Registration Statement)
-----------------------

*        Filed as the exhibit shown in parenthesis contained in the registrant's
         Registration  Statement  on Form  S-4  (No.333-41709)  filed  with  the
         Commission, and incorporated herein by reference.

                                      II-2
Item 9.  Undertakings.

         A.       The undersigned registrant hereby undertakes:

                  (1) to file,  during any  period in which  offers or sales are
being made, a post-effective amendment to this Registration Statement to include
any material information with respect to the plan of distribution not previously
disclosed  in  this  Registration  Statement  or any  material  change  to  such
information in this Registration Statement;

                  (2) that, for the purpose of determining  any liability  under
the Securities Act of 1933, each such  post-effective  amendment shall be deemed
to be a new registration  statement  relating to the securities offered therein,
and the  offering  of such  securities  at that  time  shall be deemed to be the
initial bona fide offering thereof; and

                  (3) to remove from  registration by means of a  post-effective
amendment  any of the  securities  being  registered  which remain unsold at the
termination of the offering.

         B. The undersigned  registrant  hereby undertakes that, for purposes of
determining  any liability  under the Securities Act of 1933, each filing of the
registrant's  annual  report  pursuant to section  13(a) or section 15(d) of the
Securities  Exchange  Act of 1934  (and,  where  applicable,  each  filing of an
employee  benefit  plan's  annual  report  pursuant  to  section  15(d)  of  the
Securities  Exchange  Act of 1934) that is  incorporated  by  reference  in this
Registration  Statement  shall  be  deemed  to be a new  registration  statement
relating to the securities offered therein,  and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

         C.  Insofar  as  indemnification  for  liabilities  arising  under  the
Securities Act may be permitted to directors,  officers and controlling  persons
of the  registrant  pursuant to the  foregoing  provisions,  or  otherwise,  the
registrant  has been advised that in the opinion of the  Securities and Exchange
Commission such indemnification is against public policy as expressed in the Act
and is, therefore,  unenforceable. In the event that a claim for indemnification
against such  liabilities  (other than the payment by the registrant of expenses
incurred or paid by a director,  officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director,  officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been  settled by  controlling  precedent,  submit to a court of  appropriate
jurisdiction  the  question  of whether  such  indemnification  by it is against
public  policy  as  expressed  in the Act  and  will be  governed  by the  final
adjudication of such issue.

                                      II-3
SIGNATURES

         Pursuant to the  requirements  of the  Securities  Act, the  registrant
certifies  that it has  reasonable  grounds  to  believe  that it meets  all the
requirements  for  filing  on Form S-8 and has  duly  caused  this  Registration
Statement  to be  signed  on its  behalf  by  the  undersigned,  thereunto  duly
authorized, in the City of Fort Worth, State of Texas, on November 30, 1998:

                                  FFP MARKETING COMPANY, INC.

                                  By:      /s/ John H. Harvison 
                                           -----------------------
                                           John H. Harvison,
                                           Chief Executive Officer

                                POWER OF ATTORNEY

         KNOW ALL MEN BY THESE PRESENTS,  that each  individual  whose signature
appears below  constitutes and appoints John H. Harvison and Craig T. Scott, and
each of them,  each with full power to act without the other,  as such person's,
true and lawful attorneys-in-fact and agents with full power of substitution and
resubstitution,  for such person and in such person's name,  place and stead, in
any and all capacities, to sign any and all amendments (including post-effective
amendments)  to this  Registration  Statement,  and to file  the  same  with all
exhibits  thereto,  and  all  documents  in  connection   therewith,   with  the
Commission,  granting  unto said  attorneys-in-fact  and  agents  full power and
authority to do and perform each and every act and thing requisite and necessary
to be done in connection  therewith,  as fully to all intents and purposes as he
might or could do in  person  hereby  ratifying  and  confirming  all that  said
attorneys-in-fact and agents or his substitutes,  may lawfully do or cause to be
done by virtue hereof.

         Pursuant to the  requirements of the Securities Act, this  Registration
Statement has been signed by the following  persons in the capacities and on the
dates indicated:

           Signature                Capacity                        Date
           ---------                --------                        ----
/s/ John H. Harvison          Chairman of the Board and        November 30, 1998
-------------------------      Chief Executive Officer
John H. Harvison               (principal executive officer)

/s/ Robert J. Byrnes          President, Chief Operating       November 30, 1998
-------------------------      Officer and Director  
Robert J. Byrnes               (principal operating officer)

/s/ Craig T. Scott            Vice President - Finance         November 30, 1998
-------------------------      and General Counsel
Craig T. Scott                 (principal accounting officer)

/s/ J.D. St. Clair            Director                         November 30, 1998
-------------------------
J.D. St. Clair

/s/ Michael Triantafellou     Director                         November 30, 1998
-------------------------
Michael Triantafellou

                              Director                                    , 1998
-------------------------                                      -----------
John W. Hughes

                              Director                                    , 1998
-------------------------                                      -----------
Garland R. McDonald

/s/ John D. Harvison          Director                         November 30, 1998
-------------------------
John D. Harvison

                              Director                                    , 1998
-------------------------                                      -----------
E. Michael Gregory
EXHIBIT INDEX

Exhibit
Number                      Document Description
------                      --------------------
3.1*                  Articles of Incorporation of the Registrant (Exhibit 3.1)
3.2*                  Bylaws of the Registrant (Exhibit 3.2)
4.1                   FFP Marketing Company, Inc. Nonqualified Stock Option Plan
5.1                   Opinion of Jenkens & Gilchrist, a Professional Corporation
23.1                  Consent of Jenkens & Gilchrist, a Professional Corporation
                       (included in their opinion filed as Exhibit 5.1 hereto)
23.2                  Consent of KPMG Peat Marwick LLP
24.1                  Power of Attorney (included with signature page of this
                       Registration Statement)

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

*Filed  as the  exhibit  shown  in  parenthesis  contained  in the  Registrant's
Registration  Statement on Form S-4 (No.  333-41709)  filed with the Commission,
and incorporated herein by reference.