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

                                   FORM 10-Q

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

               For the quarterly period ended September 30, 2000


                        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 Dr.
          El Paso, Texas                                         79905
    (Address of principal executive offices)                  (Zip Code)

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


     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 requirements for the past 90 days.

Yes  X    No _____
    ---

     Indicate the number of shares outstanding of each of the issuer's classes
of common stock, as of the latest practicable date: As of September 30, 2000,
the number of shares outstanding of the registrant's only class of common stock
was 2,500.

     The registrant meets the condition's set forth in General Instruction
H(1)(a) and (b) of Form 10-Q and is therefore filing this Form with the reduced
disclosure format.



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                         PART I. Financial Information

Item 1.  Financial Statements

<TABLE>
<CAPTION>

                          PETRO FINANCIAL CORPORATION
                           UNAUDITED BALANCE SHEETS

                                                               December 31,    September 30,
                                                                   1999             2000
                                                               ------------    -------------
       Assets
<S>                                                          <C>               <C>
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.

                                       1
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                           PETRO FINANCIAL CORPORATION
                        NOTES TO UNAUDITED BALANCE SHEETS

(1)  Organization and Basis of Presentation

          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 $100,000,000 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 "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 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.

          The Company has no employees, only nominal assets, has not and will
not conduct any operations and, accordingly, has no statement of operations. The
accompanying unaudited balance sheets have been prepared in accordance with the
instructions to Form 10-Q and, therefore, certain financial information has been
condensed and certain footnote disclosures have been omitted. Such information
and disclosures are normally included in the financial statements prepared in
accordance with generally accepted accounting principles.

          The unaudited condensed balance sheets should be read in conjunction
with the financial statements and notes thereto in the Annual Report of Petro
Financial Corporation on Form 10-K for the year ended December 31, 1999 ("1999
Form 10-K"). Capitalized terms used in this report and not defined herein have
the meaning ascribed to such terms in the 1999 Form 10-K. 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, 1999 and September 30, 2000.

          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 reports pursuant to the Securities
Exchange Act of 1934 may be unaudited.

                                       2
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Item 2.   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 3.  Quantitative and Qualitative Disclosures about Market Risk

         None.


                           PART II. Other Information

Item 6.  Exhibits and Reports on Form 8-K

         (a)      Exhibits

                  Incorporated herein by reference is a list of Exhibits
                  contained in the Exhibit Index on Page 5 of this Quarterly
                  Report.

         (b)      Reports on Form 8-K

                  The Registrant filed no reports on Form 8-K during the quarter
                  ended September 30, 2000.

                                       3
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                                    SIGNATURE

         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)



Date:  November 13, 2000                 /s/ David A. Appleby
                                         ----------------------------
                                             David A. Appleby
                                             Vice President
                                             (on behalf of Registrant and
                                             as Registrant's Principal Financial
                                             and Chief Accounting Officer)

                                       4
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                                 EXHIBIT INDEX


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

3.1 (aa)                                          Certificate of Incorporation.

3.2 (aa)                                          Bylaws.

27*                                               Financial Data Schedule.

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

(aa)    Incorporated by reference. Filed with the Company's Registration
        Statement on Form S-1 (Registration No. 33-76154) on April 26, 1994.

*       Filed herewith.

                                       5