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

                                    FORM 10-K

                  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

                      For the year ended December 31, 2001

                         Commission file number 1-13020
                                                -------

                           PETRO FINANCIAL CORPORATION
           (Exact name of the registrant as specified in its charter)

            Delaware                                          74-2699614
 (State or other jurisdiction of                            (IRS Employer
 incorporation or organization)                             Identification No.)

             6080 Surety Drive
              El Paso, Texas                                       79905
 (Address of principal executive offices)                        (Zip Code)

 Registrant's telephone number, including area code:  (915) 779-4711

                         _______________________________

        Securities registered pursuant to Section 12(b) of the Act: None

        Securities registered pursuant to Section 12(g) of the Act: None
                        ________________________________

     Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15 (d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirement for the past 90 days.

                                    Yes  X     No ___
                                       -----

     Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K.

                                    Yes  X     No ___
                                       -----

State the aggregate market value of the voting and non-voting common equity held
by non-affiliates of the registrant.

                                 Not Applicable

The Registrant, Petro Financial Corporation, meets the conditions set forth in
the General Instruction (I)(1)(a) and (b) of Form 10-K and is therefore filing
this form with reduced disclosure format.


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                                     PART I

Item 1.  Business

General

         We are a wholly-owned subsidiary of Petro Stopping Centers, L.P.
("PSC"), incorporated in February 1994 for the sole purpose of acting as a
co-obligor with PSC in the issuance of 100,000 units consisting of $100.0
million 12.5% Senior Notes due 2002 (the "Notes") and 100,000 exchangeable Debt
Warrants (the "Warrants"). The Notes and Warrants were recorded on the financial
statements of PSC. In January 1997, we as co-obligors, and PSC issued $135.0
million 10.5% Senior Notes due 2007 (the "10.5% Notes") and made a tender offer
for all of, and repurchased approximately 94.0% of the Notes and approximately
100% of the Warrants. The remaining Notes and the 10.5% Notes are recorded on
the financial statements of PSC.

         On July 23, 1999, PSC consummated several transactions collectively
referred to as the Recapitalization. Among other things, Petro Stopping Centers
Holdings, L.P. ("Holdings") was created as a holding company, and we and PSC
became subsidiaries of Holdings. The Recapitalization had no effect on the
recorded amounts of our assets or stockholder's equity accounts.

         We have no employees, only nominal assets, have not and will not
conduct any operations and, accordingly, have no statement of operations. Our
balance sheets are unaudited. In the opinion of our management, the accompanying
unaudited balance sheets contain all adjustments necessary to present fairly our
financial position at December 31, 2000 and 2001.

         PSC files with the Securities and Exchange Commission the reports
required to be filed pursuant to the rules and regulations promulgated under the
Securities Exchange Act of 1934. For information regarding PSC and its business
and financial results, reference is made to PSC's Annual Report on Form 10-K for
2001, a copy of which is filed as Exhibit 99 to this Annual Report.

Item 2.  Properties

         None

Item 3.  Legal Proceedings

         None

                                     PART II

Item 5.  Market of Registrant's Common Equity and Related Stockholder Matters

         We are a wholly-owned subsidiary of PSC. Consequently, there is no
established trading market for our equity.

Item 7.  Management's Discussion and Analysis of Financial Condition and Results
         of Operations

         The Company is inactive and, accordingly, it has no operations and only
minimal assets.

Item 7A. Quantitative and Qualitative Disclosures About Market Rate

         None

                                       1

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Item 8.  Financial Statements and Supplementary Data

                           PETRO FINANCIAL CORPORATION
                            UNAUDITED BALANCE SHEETS

<TABLE>
<CAPTION>
                                                               December 31,      December 31,
                                                                   2000              2001
                                                              --------------    --------------
<S>                                                           <C>               <C>
              Assets

Cash                                                             $ 1,000           $ 1,000
                                                                 -------           -------
        Total assets                                             $ 1,000           $ 1,000
                                                                 =======           =======

     Stockholder's Equity

Common stock, $.01 par value: 10,000 shares authorized;
   2,500 shares issued and outstanding                           $    25           $    25
Additional paid-in capital                                           975               975
                                                                 -------           -------
        Total stockholder's equity                               $ 1,000           $ 1,000
                                                                 =======           =======
</TABLE>

               See accompanying notes to unaudited balance sheets.

                                       2

<PAGE>

                           Petro Financial Corporation
                        Notes to Unaudited BALANCE SHEETS

(1)  Company Formation and Description of Business

Company Formation

         Petro Financial Corporation (the "Company") is a wholly-owned
subsidiary of Petro Stopping Centers, L.P. ("PSC") and was incorporated in
February 1994 for the sole purpose of acting as a co-obligor with PSC in the
issuance of 100,000 units consisting of $100.0 million 12.5% Senior Notes due
2002 (the "Notes") and 100,000 exchangeable Debt Warrants (the "Warrants"). The
Notes and Warrants were recorded on the financial statements of PSC. In January
1997, PSC and the Company, as co-obligors, issued $135.0 million 10.5% Senior
Notes due 2007 (the "10.5% Notes") and made a tender offer for all of, and
repurchased approximately 94.0% of the Notes and approximately 100% of the
Warrants. The remaining Notes and the 10.5% Notes are recorded on the financial
statements of PSC. The Company has no employees and does not conduct any
operations.

         On July 23, 1999, PSC consummated several transactions collectively
referred to as the Recapitalization. Among other things, Petro Stopping Centers
Holdings, L.P. ("Holdings") was created as a holding company, and PSC and the
Company became subsidiaries of Holdings. The Recapitalization had no effect on
the recorded amounts of the Company's assets and stockholder's equity accounts.

(2)  Summary of Significant Accounting Policies

Basis of Presentation

         The Company has no employees, only nominal assets, has not and will not
conduct any operations and, accordingly, has no statement of operations. At
December 31, 2000 and 2001, the Company's balance sheets consists only of common
stock and additional paid-in capital in the amount of $1,000 and cash in the
amount of $1,000. The accounts of the Company are included in the December 31,
2000 and 2001 consolidated balance sheets of PSC, which are included in PSC's
Annual Report on Form 10-K for the year ended December 31, 2001, a copy of which
is filed as Exhibit 99 to this Annual Report. In the opinion of management of
the Company, the accompanying unaudited balance sheets contain all adjustments
necessary to present fairly the financial position of the Company at December
31, 2000 and 2001.

         The Company meets the requirements of an Inactive Registrant as defined
by Rule 3-11 of the Securities and Exchange Commission's Regulation S-X (the
"Rule"). The Rule stipulates that if a registrant is inactive, the financial
statements required for purposes of reporting pursuant to the Securities
Exchange Act of 1934 may be unaudited.

(3)  Stockholder's Equity

         The Company is a wholly-owned subsidiary of PSC, which is the sole
shareholder of the outstanding common stock of the Company. As the sole
shareholder, PSC holds all voting rights and privileges.

                                       3

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Item 9.  Changes in and Disagreements with Accountants on Accounting and
         Financial Disclosure

         Not applicable

                                     PART IV

Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K

         (a) The following documents are filed as a part of this report:

         1.  Financial statements                           Page
                                                            ----

             Unaudited Balance Sheets                        2
             Notes to Unaudited Balance Sheets               3

         The accounts of the Company are included in the December 31, 2000 and
         2001 consolidated balance sheets of PSC, which are included in PSC's
         Annual Report on Form 10-K for the year ended December 31, 2001, a copy
         of which is filed as Exhibit 99 to this Annual Report.

         2.  Financial statements schedule and supplementary information
             required to be submitted.

             None

         All schedules are omitted because they are not applicable, or not
         required, or because the required information is included in the
         financial statements or notes thereto.

         3.  Exhibits

         Incorporated herein by reference is a list of Exhibits contained in the
         Exhibit Index on Page 6 of this Annual Report.

         (b) Reports on Form 8-K:

             None

                                        4

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                                   SIGNATURES

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

                              PETRO FINANCIAL CORPORATION
                                      (Registrant)

                              By: /s/ J.A. Cardwell, Sr.
                                  -----------------------------------
                                      J.A. Cardwell, Sr.
                                      President and Director
                                      (On behalf of Registrant and as
                                      Registrant's Principal Executive Officer)


Date:    March 28, 2002

         Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed by the following persons on behalf of Petro
Financial Corporation and in the capacities and on the dates indicated.

<TABLE>
<CAPTION>
         Signature                          Title                                     Date
         ---------                          -----                                     ----
<S>                                 <C>                                             <C>
/s/ J.A. Cardwell, Sr.              President and Director                          March 28, 2002
-------------------------------     (Principal Executive Officer)
   (J.A. Cardwell, Sr.)

/s/ Edward Escudero                 Vice President of Finance and Treasurer         March 28, 2002
-----------------------------       (Principal Financial Officer
   (Edward Escudero)                and Chief Accounting Officer)

/s/ James A. Cardwell, Jr.          Vice President and Director                     March 28, 2002
---------------------------
   (James A. Cardwell, Jr.)

/s/ Larry J. Zine                   Director                                        March 28, 2002
---------------------------------
   (Larry J. Zine)
</TABLE>

                                       5

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                                  EXHIBIT INDEX

Exhibit No.     Exhibit Description
-----------     -------------------

3.1 (a)         Certificate of Incorporation.

3.2 (a)         Bylaws.

24.1*           Power of Attorney (Included as part of the signature page of the
                Form 10-K).

99*             Petro Stopping Centers, L.P.'s Annual Report on Form 10-K for
                the year ended December 31, 2001, dated as of March 28, 2001.

(a)      Incorporated by reference to Petro Stopping Centers, L.P.'s and Petro
         Financial Corporation's Registration Statement on Form S-1
         (Registration No. 33-76154).


*        Filed herewith.

                                       6