02-26827. Issuer Delisting; Notice of Application of FFP Partners, L.P., To Withdraw Its Class A Units of Limited Partnership Interests From Listing and Registration on the American Stock Exchange LLC File No. 1-09510

October 16, 2002.

FFP Partners, L.P., a Delaware limited partnership (“Issuer”), has filed an application with the Securities and Exchange Commission (“Commission”), pursuant to Section 12(d) of the Securities Exchange Act of 1934 (“Act”) ^[1] and Rule 12d2-2(d) thereunder,^[2] to withdraw its Class A Units of Limited Partnership Interests Common Stock (“Security”), from listing and registration on the American Stock Exchange LLC (“Amex” or “Exchange”).

The Issuer stated in its application that it has met the requirements of Amex Rule 18 by complying with all applicable laws in effect in the state of Delaware, in which it is incorporated, and with the Amex's rules governing an issuer's voluntary withdrawal of a security from listing and registration.

The Board of Trustees (“Board”) of the Issuer approved resolutions on September 26, 2002 to withdraw the Issuer's Security from listing on the Amex. In making its decision to withdraw the Issuer's Security from the Exchange, the Board considered the low number of record holders, the erratic and thin trading of the securities and the burden on the Issuer's resources due to the costs associated with maintaining the listing requirements for its Security.

The Issuer's application relates solely to the Security's withdrawal from listing on the Amex and from registration under Section 12(b) of the Act ^[3] and shall not affect its obligation to be registered under Section 12(g) of the Act.^[4]

Any interested person may, on or before November 6, 2002, submit by letter to the Secretary of the Securities and Exchange Commission, 450 Fifth Street, NW, Washington, DC 20549-0609, facts bearing upon whether the application has been made in accordance with the rules of the Amex and what terms, if any, should be imposed by the Commission for the protection of investors. The Commission, based on the information submitted to it, will issue an order granting the application after the date mentioned above, unless the Commission determines to order a hearing on the matter.

For the Commission, by the Division of Market Regulation, pursuant to delegated authority.^[5]

Jonathan G. Katz,

Secretary.

Footnotes

1.  15 U.S.C. 78 l (d).

2.  17 CFR 240.12d2-2(d).

3.  15 U.S.C. 78 l (b).

4.  15 U.S.C. 78 l (g).

5.  17 CFR 200.30-3(a)(1).