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                                                                   EXHIBIT 10.54

                               AMENDMENT NO. 1
                         DATED AS OF NOVEMBER 3, 1997
                                      TO
                          PURCHASE AND SALE AGREEMENT


     THIS AMENDMENT NO. 1 ("Amendment No. 1") is made and entered into as of
November 3, 1997, to the PURCHASE AND SALE AGREEMENT ("Agreement") made and
entered into as of the 27th day of October, 1997, by and between DR. JUNG Y.
PARK AND WIFE, KYUNG HEE PARK, residents of Albany, Oregon (together,
"Purchaser"), and PETRO STOPPING CENTERS, L.P., a Delaware limited partnership
("Seller"), having its executive offices in El Paso, Texas. Defined Terms used
in this Amendment No. 1 which are not defined herein shall have the meanings
ascribed to such terms in the Agreement.

     WHEREAS, Purchaser has requested an amendment to the Agreement as set forth
in this Amendment No. 1, and Seller is agreeable therewith.

     NOW THEREFORE, in consideration of the mutual benefits to be derived and
the representations and warranties, conditions and promises contained herein and
in the Agreement, and other good and valuable consideration, the receipt and
sufficiency of which are hereby acknowledged, and intending to be legally bound
hereby, the parties hereto hereby agree as follows:

     1.   Section 1.03 of the Agreement is hereby amended in its
entirety to read as follows:

     1.03 Purchase Price.
          The purchase price for the Assets (the "Purchase Price") shall be
$2,300,000, payable as follows:

          (1) $100,000 cash earnest money to be paid to Seller in cash or other
     form of immediately available funds by Purchaser upon execution and
     delivery of this Agreement and deposited by Seller in escrow with the Title
     Company; and

          (2) $20,000 cash to be deposited by Purchaser in escrow with the Title
     Company and to be paid by the Title Company to Purchaser upon Closing of
     the Transaction as funds for the construction of a new sign for the
     Business in recognition of the fact that the existing sign will
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     not be utilized following Closing except during the one-year period
     provided for in Section 3.11 of the Agreement; and


          (3) $2,280,000, including the $100,000 earnest money, payable upon the
     Closing to Seller by wire transfer of immediately available funds pursuant
     to written instructions delivered by Seller to Purchaser and Title Company
     at least one business day prior to the Closing Date.


     2.   The amendments to the Agreement made by this Amendment No. 1 shall be
effective as of the date of the Agreement.

     3.   The Agreement shall remain and continue in full force and
effect between the parties in accordance with the terms and
conditions thereof, except for the express amendments thereto made
by this Amendment No. 1.



                  REMAINDER OF PAGE INTENTIONALLY LEFT BLANK

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     IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the
date first above written.

                              SELLER:

                              PETRO STOPPING CENTERS, L.P.


                              By:  /s/ Larry J. Zine
                                  -----------------------------------------
                              Name:    Larry J. Zine
                                    ---------------------------------------
                              Title:   Executive Vice President
                                     --------------------------------------


                              PURCHASER:

                              Dr. Jung Y. Park
                              ---------------------------------------------
                              Dr. Jung Y. Park

                              Kyung Hee Park
                              ---------------------------------------------
                              Kyung Hee Park


     The undersigned, Goode Realty Group, hereby signs below to evidence its
receipt of an executed copy of the foregoing Amendment No. 1 to the Agreement.


                              GOODE REALTY GROUP


                              By:   /s/ William Goode
                                 ------------------------------------------
                                   William Goode


                        ACKNOWLEDGMENT BY TITLE COMPANY

     JACKSON COUNTY TITLE DIVISION OF OREGON TITLE INSURANCE COMPANY hereby
acknowledges receipt of the $20,000 cash escrow deposit required under Section
1.03(2) of the Agreement, as amended by the foregoing Amendment No. 1, and
agrees to hold such $20,000 cash escrow deposit in an escrow, separate and apart
from the $100,000 earnest money presently held by the Title Company pursuant

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to Section 1.03(1) of the Agreement, as amended by Amendment No. 1, and deliver
such $20,000 cash escrow deposit to Purchaser in accordance with the terms and
provisions of the Agreement.

                              JACKSON COUNTY TITLE DIVISION OF
                                OREGON TITLE INSURANCE COMPANY



                              By:  /s/ Phyllis S. Lloyd
                                  -----------------------------------------
                              Name:    Phyllis S. Lloyd
                                    ---------------------------------------
                              Title:   Escrow Officer
                                     --------------------------------------

                              Date: December 5, 1997

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