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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, 1999

                        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

Documents incorporated by reference:  Portions of Item 14 of Part IV are
incorporated by reference to: Petro Stopping Centers, L.P.'s and Petro Financial
Corporation's Registration Statement No. 33-76154, filed on April 26, 1994.

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 for the issuance of 100,000 units consisting of $100,000,000 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 $135,000,000 10.5%
Senior Notes due 2007 (the "New 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 New Notes are recorded on the financial
statements of PSC.

     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 management, the accompanying unaudited
balance sheets contain all necessary adjustments for fair presentation as of the
years ended December 31, 1998 and 1999.

     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 affect on the
recorded amounts of our assets or stockholder's equity accounts.

     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
1999, a copy of which is filed as Exhibit 99 to this 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 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
                                (in thousands)


<TABLE>
<CAPTION>
                                                                       December 31,    December 31,
                                                                           1998           1999
                                                                        ---------      ---------
<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 financial statements

                                       2
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                          PETRO FINANCIAL CORPORATION
                    NOTES TO UNAUDITED FINANCIAL STATEMENTS

(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 for the issuance of 100,000
units consisting of $100,000,000 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 $135,000,000 10.5% Senior Notes due 2007 (the
"New 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 New 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 affect 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, 1998 and 1999, 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,
1998 and 1999 consolidated balance sheets of PSC, which are included in PSC's
Annual Report on Form 10-K for the year ended December 31, 1999, a copy of which
is filed as Exhibit 99 to this report. In the opinion of management, the
accompanying unaudited balance sheets contain all necessary adjustments for fair
presentation as of the years ended December 31, 1998 and 1999.

     The Company meets all of 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 reports 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.

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

     None

                                       3
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                                    PART IV

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

The following documents are filed as a part of this report:          Page
                                                                     ----

1.   Financial statements

       Balance Sheets                                                  2


     The accounts of the Company are included in the December 31, 1998 and
     December 31, 1999 consolidated balance sheets of PSC, which are included in
     PSC's Annual Report on Form 10-K for the year ended December 31, 1999, 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 other 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 8 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
                                      (Principal Executive Officer)


March 29, 2000


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

     Signature                          Title                       Date
     ---------                          -----                       ----

/s/ J.A. Cardwell, Sr.           President and Director         March 29, 2000
------------------------------
(J.A. Cardwell, Sr.)             (Principal Executive Officer)


 /s/ James A. Cardwell, Jr.      Vice President and Director    March 29, 2000
------------------------------
    (James A. Cardwell, Jr.)

/s/ David A. Appleby             Vice President                 March 29, 2000
------------------------------
   (David A. Appleby)            (Principal Financial Officer
                                 and Chief Accounting Officer)

 /s/ Larry J. Zine               Director                       March 29, 2000
------------------------------
    (Larry J. Zine)

                                       5

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                                 EXHIBIT INDEX


Exhibit No.          Exhibit Description

 3.1(a)       Certificate of Incorporation.

 3.2(a)       Bylaws.

23.1*         Consent of Independent Public Accountants.

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

27*           Financial Data Schedule

99*           Petro Stopping Centers, L.P.'s Annual Report on Form 10-K for the
              year ended December 31, 1999, filed on March 29, 2000.


*    Filed herewith.

(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).

                                       6