<PAGE>

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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 March 31, 2000


                         Commission file number 1-13018
                                                -------

                          PETRO STOPPING CENTERS, L.P.
           (Exact name of the registrant as specified in its charter)

         Delaware                                             74-2628339
(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
                                                ---      ---


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<PAGE>

                        PART I.  FINANCIAL INFORMATION

Item 1.  Financial Statements

                         PETRO STOPPING CENTERS, L.P.
                     UNAUDITED CONSOLIDATED BALANCE SHEETS
                                (in thousands)


                                                 December 31,      March 31,
                                                     1999            2000
                                                 ------------    ------------

                Assets
Current assets:
  Cash and cash equivalents                      $     13,394   $       8,835
  Trade accounts receivable, net                        7,439           9,559
  Inventories, net                                     21,989          22,261
  Other current assets                                  3,120           2,363
  Due from affiliates                                   2,075           2,078
                                                 ------------    ------------
    Total current assets                               48,017          45,096

Property and equipment, net                           184,375         189,787
Deferred debt issuance costs, net                       9,972           9,685
Other assets                                           11,597          12,411
                                                 ------------    ------------
    Total assets                                 $    253,961    $    256,979
                                                 ============    ============

   Liabilities and Partners' Capital (Deficit)

Current liabilities:
  Current portion of long-term debt              $      1,001   $       1,260
  Trade accounts payable                               10,767           4,233
  Accrued expenses and other liabilities               20,276          19,736
  Due to affiliates                                    25,537          29,751
                                                 ------------    ------------
    Total current liabilities                          57,581          54,980

Long-term debt, excluding current portion             180,297         185,165
                                                 ------------    ------------
    Total liabilities                                 237,878         240,145
                                                 ------------    ------------

Commitments and contingencies

Partners' capital (deficit):
  General partners'                                      (254)           (251)
  Limited partners'                                    16,337          17,085
                                                 ------------    ------------
    Total partners' capital (deficit)                  16,083          16,834
                                                 ------------    ------------
    Total liabilities and partners' capital
     (deficit)                                   $    253,961    $    256,979
                                                 ============    ============


    See accompanying notes to unaudited consolidated financial statements.

                                       1
<PAGE>

                         PETRO STOPPING CENTERS, L.P.
                UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS
                                (in thousands)



                                                        Three Months Ended
                                                             March 31,
                                                       1999            2000
                                                     --------        --------

Net revenues:
  Fuel (including motor fuel taxes)                  $106,881        $174,392
  Non-fuel                                             46,692          50,098
                                                     --------        --------
    Total net revenues                                153,573         224,490

Costs and expenses:
  Cost of sales -
    Fuel (including motor fuel taxes)                  97,623         163,623
    Non-fuel                                           18,718          20,235
  Operating expenses                                   23,405          25,975
  General and administrative                            4,808           4,819
  Depreciation and amortization                         3,267           3,815
  (Gain) loss on disposition of fixed assets               15             (69)
                                                     --------        --------
    Total costs and expenses                          147,836         218,398
                                                     --------        --------

    Operating income                                    5,737           6,092

Equity in loss of affiliate                                 -            (107)
Interest income                                            98             123
Interest expense                                       (5,060)         (5,060)
                                                     --------        --------

    Net income                                       $    775        $  1,048
                                                     ========        ========



   See accompanying notes to unaudited consolidated financial statements.

                                       2
<PAGE>

                         PETRO STOPPING CENTERS, L.P.
  UNAUDITED CONSOLIDATED STATEMENTS OF CHANGES IN PARTNERS' CAPITAL (DEFICIT)
                   For the Three Months Ended March 31, 2000
                                (in thousands)



                                        General               Total
                                       Partners'   Limited   Partners'
                                        Capital   Partners'   Capital
                                       (Deficit)   Capital   (Deficit)
                                       ---------  ---------  ---------

Balances, December 31, 1999               $(254)   $16,337    $16,083
 Partners' minimum tax distribution           -       (297)      (297)
 Net income                                   3      1,045      1,048
                                       ---------  ---------  ---------
Balances, March 31, 2000                  $(251)   $17,085    $16,834
                                       =========  =========  =========



   See accompanying notes to unaudited consolidated financial statements.

                                       3
<PAGE>

                         PETRO STOPPING CENTERS, L.P.
                UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                (in thousands)


                                                        Three Months Ended
                                                             March 31,
                                                       1999            2000
                                                     --------        --------

Cash flows from operating activities:
  Net income                                         $    775        $  1,048
  Adjustments to reconcile net income to net cash
     provided by operating activities:
    Depreciation and amortization                       3,267           3,815
    Deferred debt issuance cost amortization              418             365
    Bad debt expense                                       61              84
    Equity in loss of affiliate                             -             107
    (Gain) loss on disposition of assets                   15             (69)
  Increase (decrease) from changes in:
    Trade accounts receivable                          (1,330)         (2,204)
    Inventories                                        (1,717)           (272)
    Other current assets                                  568             757
    Due from affiliates                                   (41)             (3)
    Due to affiliates                                   4,539           4,214
    Trade accounts payable                              3,350          (6,534)
    Accrued expenses and other liabilities             (6,030)           (540)
                                                     --------        --------
      Net cash provided by operating activities         3,875             768
                                                     --------        --------

  Cash flows from investing activities:
    Proceeds from disposition of assets                     -             126
    Purchases of property and equipment                (2,973)         (9,282)
    Increase in other assets, net                      (1,084)           (923)
                                                     --------        --------
      Net cash used in investing activities            (4,057)        (10,079)
                                                     --------        --------

  Cash flows from financing activities:
    Proceeds from bank debt                                 -           5,200
    Repayments of long-term debt and capital lease     (1,239)           (122)
    Partners' minimum tax distributions                     -            (297)
    Payment of debt issuance costs                          -             (29)
                                                     --------        --------
      Net cash provided by (used in) financing
         activities                                    (1,239)          4,752
                                                     --------        --------

  Net decrease in cash and cash equivalents            (1,421)         (4,559)
  Cash and cash equivalents, beginning of period       13,183          13,394
                                                     --------        --------
  Cash and cash equivalents, end of period           $ 11,762        $  8,835
                                                     ========        ========

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

Supplemental cash flow information -
  Interest paid during the period, net of
     capitalized interest of $0 and $184
     in 1999 and 2000                                $  7,932        $  7,556
  Non-cash financing activities -
     Preferred return on mandatorily redeemable
        preferred partnership interests                   514               -



    See accompanying notes to unaudited consolidated financial statements.

                                       4
<PAGE>

                         PETRO STOPPING CENTERS, L.P.
             NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS


(1)  Basis of Presentation

     The accompanying unaudited consolidated financial statements, which include
the accounts of Petro Stopping Centers, L.P. and its subsidiaries (the
"Company"), 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.

     These unaudited condensed consolidated financial statements should be read
in conjunction with the financial statements and notes thereto in the Annual
Report of the Company 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 meanings ascribed to such terms in the 1999 Form 10-K. In the opinion of
management of the Company, the accompanying unaudited consolidated financial
statements contain all adjustments necessary to present fairly the financial
position of the Company at December 31, 1999 and March 31, 2000, the results of
operations for the three months ended March 31, 1999 and March 31, 2000 and cash
flows for the three months ended March 31, 1999 and March 31, 2000.  The results
of operations for the three months ended March 31, 2000 are not necessarily
indicative of the results to be expected for the full calendar year.

     The Company's revenues and cost of sales include a significant amount of
federal and state motor fuel taxes. Such taxes were $51.8 million and $57.6
million for the three month periods ended March 31, 1999 and March 31, 2000,
respectively.

(2)  Recapitalization

     On July 23, 1999, the Company, certain of its partners and Volvo Petro
Holdings L.L.C. ("Volvo Trucks"), an affiliate of Volvo Trucks North America,
Inc. ("Volvo"), consummated a series of transactions pursuant to which:

     .    Petro Stopping Centers Holdings, L.P. ("Holdings") was formed, and
          substantially all of the owners in the Company at that time (other
          than Petro Holdings G.P. Corp. and Petro Holdings L.P. Corp., each of
          which were affiliates of Chartwell Investments, Inc. (collectively,
          "Chartwell") and Kirschner Investments ("Kirschner"), a Company
          franchisee), exchanged their interests in the Company for identical
          interests in Holdings and became owners of Holdings;

     .    Petro Holdings Financial Corporation was formed for the purpose of
          serving as co-issuer of the 15.0% senior discount notes issued by
          Holdings;

     .    Petro Holdings Financial Corporation, the Company and the Company's
          subsidiary, Petro Financial Corporation, became subsidiaries of
          Holdings;

     .    Petro Warrant Holdings Corporation was formed for the purpose of
          owning a common limited partnership interest in Holdings and issuing
          the warrants that are exchangeable into all of the common stock of
          Petro Warrant Holdings Corporation;

     .    Volvo Trucks invested $30.0 million to acquire a 28.7% common limited
          partnership interest in Holdings;

     .    Mobil Long Haul, Inc. ("Mobil Long Haul"), an affiliate of Mobil Oil
          Corporation ("Mobil"), invested an additional $5.0 million in Class B
          convertible preferred partnership interests in Holdings;

     .    Holdings purchased the 50.8% common interest in the Company owned by
          affiliates of Chartwell for aggregate consideration of approximately
          $69.8 million, which consisted of a $55.0 million cash payment and the
          issuance to Chartwell of approximately $14.8 million in accreted value
          of 15.0% senior discount notes, without warrants;

                                       5
<PAGE>

                         PETRO STOPPING CENTERS, L.P.
             NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

(2)  Recapitalization - continued

     .    Holdings purchased the 2.0% common interests in the Company owned by
          Kirschner for cash consideration of $2.8 million; and

     .    Holdings and Petro Holdings Financial Corporation sold for cash $82.7
          million in principal amount at stated maturity 15.0% senior discount
          notes due 2008, and warrants to purchase all the common stock of Petro
          Warrant Holdings Corporation.

     The foregoing transactions are referred to as the "Recapitalization."  The
acquisition of the interests of Chartwell and Kirschner was accounted for by
Holdings under the purchase method during the third quarter of 1999.

     As part of the Recapitalization, Holdings issued 82,707 units, each
consisting of $1,000 principal amount at stated maturity of Holdings 15.0%
senior discount notes due 2008 (the "15% Notes") and one warrant (collectively,
all such warrants are defined herein as the "Warrants").  As consideration for
the 15% Notes and the Warrants, Holdings received cash proceeds of $40.0
million, of which $30.3 million was allocated to the 15% Notes and $9.7 million
was allocated to the Warrants. Holdings acquired the Warrants from Petro Warrant
Holdings Corporation for $9.7 million. Petro Warrant Holdings Corporation, in
turn, invested the $9.7 million to acquire a 10.0% common limited partnership
interest in Holdings.

     As a result of the Recapitalization, Holdings is the owner of approximately
99.5% of the common partnership interests in the Company, and the minority
interest of 0.5% is owned by affiliates of the Cardwell Group.  The common
limited partnership interests of Holdings are owned by:

     Cardwell Group:
       General partnership interest.....................................   1.1%
       Limited partnership interest.....................................  50.5%
     Volvo Trucks.......................................................  28.7%
     Mobil Long Haul....................................................   9.7%
     Petro Warrant Holdings Corporation.................................  10.0%

     The mandatorily redeemable preferred partnership interests of Holdings are
owned by Mobil Long Haul ($17.0 million) and the Cardwell Group ($7.6 million).

     As discussed above, Holdings funded a portion of its purchase of the
Chartwell and Kirschner interests with debt. Holdings currently has no
operations of its own and is, therefore, dependent upon the Company's earnings
and cash flows to satisfy its obligations under the 15% Notes and the Warrants.

Effect of Recapitalization on the Company

     In connection with the exchange of interests referred to above, the Company
and its partners (Holdings and various individuals and affiliates of the
Cardwell Group) agreed to restate the Company's partnership agreement.  Among
other things, the parties agreed to convert the outstanding amount of
mandatorily redeemable preferred partnership interests ($24.3 million, including
accrued but unpaid preferred returns) into common limited partnership interests.

     Holdings raised funds from the capital contributions of Volvo Trucks and
Mobil Long Haul and from the offering of the 15% Notes and the Warrants
exceeding the amounts necessary to purchase the Chartwell and Kirschner
interests.  As a consequence, Holdings made a cash contribution to the Company
in the amount of approximately $10.8 million.

     As part of the Recapitalization, the Company also amended its senior
collateralized credit facility. The new senior credit facility consists of an
$85.0 million revolving credit facility and a $40.0 million term loan. The
proceeds of the new term loan were used to repay principal amounts due under the
Company's previous senior credit facility of approximately $38.1 million, plus
accrued interest. The new senior credit facility is collateralized by
substantially all of the Company's assets and contains certain covenants as
described in Note 7 to notes to consolidated financial

                                       6
<PAGE>

                         PETRO STOPPING CENTERS, L.P.
             NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

(2)  Recapitalization - continued

statements included in the Company's 1999 Form 10-K.

     The Company capitalized debt issuance and other costs of approximately $2.3
million and expensed legal, accounting, and other professional fees of $1.2
million incurred in connection with the Recapitalization. Holdings incurred
approximately $279,000 of these costs on the Company's behalf and that amount
has been reflected as a non-cash capital contribution as described in the
consolidated financial statements included in the Company's 1999 Form 10-K.  The
Company also wrote-off approximately $2.0 million in previously deferred debt
issuance costs on the date of the Recapitalization.

     Other than described above, the Recapitalization had no effect on the
historical book values of the Company's assets and liabilities.

(3)  Significant Accounting Policies

Reclassifications

     Certain prior period amounts have been reclassified to conform to current
year presentation.

(4)  Segments

     The Company operates large, multi-service truck stops in the United States.
The Company's facilities, which are known as "Petro Stopping Centers(R)," offer
a broad range of products, services, and amenities, including diesel fuel,
gasoline, home-style restaurants, truck preventive maintenance centers, and
retail merchandise stores to the professional truck driver industry and other
highway motorists. The Company has aggregated its corporate truck stop
operations into one reportable operating segment based on the distribution of
products and services under one common site facility, classified as a multi-
service truck stop. During the three months ended March 31, 1999 and March 31,
2000, the revenues generated from the Company's truck stop operations were
$152.6 million and $223.2 million, respectively.

     The Company is also a franchisor to 23 Petro Stopping Center locations as
of March 31, 2000. The Company collects royalties and fees in exchange for the
use of its tradenames and trademarks and for certain services provided to the
franchisees. Franchise fees are based generally upon a percentage of a
franchisee's sales. Given the relative insignificance of initial franchise
fees and other revenue types, the Company reports a total combined franchise
revenue amount. During the three months ended March 31, 1999 and March 31,
2000, revenues generated from the Company's franchise operations were $1.0
million and $1.3 million, respectively. These revenues are included in net
revenues reported on the accompanying unaudited consolidated statements of
operations. The Company does not allocate any expenses or assets in measuring
this segment's profit and loss, nor does it believe there are any significant
commitments or obligations resulting from these franchise agreements.

(5)  Recently Issued Accounting Pronouncements

     In June 1998, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 133, "Accounting for Derivative Instruments
and Hedging Activities" ("SFAS No. 133").  SFAS No. 133 establishes accounting
and reporting standards requiring that every derivative instrument (including
certain derivative instruments embedded in other contracts) be recorded in the
balance sheet as either an asset or liability measured at its fair market value.
SFAS No. 133 requires that changes in a derivative's fair value be recognized
currently in earnings unless specific hedge accounting criteria are met.
Special accounting for qualifying hedges allows a derivative's gain and loss to
offset related results on the hedged item in the income statement and requires
that a company must formally document, designate, and assess the effectiveness
of transactions that receive hedge accounting. SFAS No. 133 was originally
effective for fiscal years beginning after June 15, 1999, but has been postponed
by Statement of Financial Accounting Standard No. 137, "An Amendment of SFAS No.
133," for one year with a mandatory effective date for all fiscal quarters of
all fiscal years beginning after June 15, 2000.  SFAS No. 133 cannot be applied
retroactively.  Management has not yet quantified the impact of adopting SFAS
No. 133 on the Company's financial statements and has not determined the timing
of, or method of, adoption.  However, the implementation of SFAS No. 133 could
increase volatility in earnings.

                                       7
<PAGE>

                         PETRO STOPPING CENTERS, L.P.
             NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

(6)  Related Party Transactions

     For a full discussion of the Company's related party transactions, please
refer to Note 9 of the notes to the consolidated financial statements included
in the Company's 1999 Form 10-K.

     The Company has been advised by Mobil Long Haul that as a result of the
Consent Decree issued by the Federal Trade Commission which became effective in
the first quarter of 2000 in connection with the proposed merger of Mobil and
Exxon Corporation, that Mobil will no longer be able to sell direct branded fuel
products in certain markets. The Company anticipates that the effect of this
Consent Decree will be that unbranded diesel fuel will be sold in one market
area where the Company operates a Petro Stopping Center. The Company does not
believe that the loss of the Mobil diesel brand in this market will have a
material adverse effect on either its volumes or results of operations.

                                       8
<PAGE>

Item 2.   Management's Discussion and Analysis of Financial Condition and
          Results of Operations

     The information contained in this Item 2 updates, and should be read in
conjunction with, the information set forth in Part II, Item 7 of the Company's
1999 Form 10-K.

     Certain sections of this Form 10-Q, including "Management's Discussion and
Analysis of Financial Condition and Results of Operations," contain various
forward-looking statements within the meaning of Section 21E of the Securities
Exchange Act of 1934 which represent the Company's expectations or beliefs
concerning future events that involve risks and uncertainties.  All statements
other than statements of historical facts included in this Form 10-Q may be
considered forward-looking statements.  The Company cautions that these
statements are further qualified by important factors including many factors,
some of which we have little or no control over, that could cause actual results
to differ materially from those in the forward-looking statements.  Such factors
include without limitation, general economic change, legislative regulation and
market change.

     The forward-looking statements are included in the following sections of
this Item, including, without limitation, "--General," "--Liquidity and Capital
Resources," and "--Environmental."  The Company, in the preparation of its
financial statements, also makes various estimates and assumptions that are
forward-looking statements.

Reporting Format

     We operate large, multi-service truck stops in the United States.  Our
facilities, which are known as "Petro Stopping Centers(R)," offer a broad
range of products, services and amenities, including diesel fuel, gasoline,
home-style restaurants, truck preventive maintenance centers, and retail
merchandise stores to the professional truck driver industry and other highway
motorists. We have aggregated our company truck stop operations into one
reportable operating segment based on the distribution of products and
services under one common site facility, classified as a multi-service truck
stop.

     We are also a franchisor to 23 Petro Stopping Center locations as of March
31, 2000. We collect royalties and fees in exchange for the use of our
tradenames and trademarks and for certain services provided to the
franchisees. Franchise fees are based generally upon a percentage of a
franchisee's sales. Given the relative insignificance of initial franchise
fees and other revenue types, we report a total combined franchise revenue
amount. During the three months ended March 31, 1999 and March 31, 2000,
revenues were $1.0 million and $1.3 million, respectively. These revenues are
included in non-fuel revenues reported on the accompanying unaudited
consolidated statements of operations. We do not allocate any expenses or
assets in measuring this segment's profit and loss, nor do we believe there
are any significant commitments or obligations resulting from these franchise
agreements.

     We derive our revenues from:

     .    the sale of diesel and gasoline fuels;

     .    non-fuel items, including the sale of merchandise and offering of
          services including truck tire sales and preventative maintenance,
          showers, laundry, video games, franchise royalties, and other
          operations; and

     .    restaurant operations which include the Iron Skillet(R) and fast-food
          operations.

     The following table sets forth our total consolidated revenues by major
source:

                                         SUMMARY OF SOURCES OF REVENUES
                                          Three Months Ended March 31,
                                      ------------------------------------
                                           1999                2000
                                      ----------------    ----------------
                                             (dollars in thousands)

          Fuel                        $106,881   69.6%    $174,392   77.7%
          Non-Fuel                      33,556   21.8%      35,859   16.0%
          Restaurant                    13,136    8.6%      14,239    6.3%
                                      --------  ------    --------  ------
          Total Net Revenues          $153,573  100.0%    $224,490  100.0%
                                      ========  ======    ========  ======

                                       9
<PAGE>

     Our fuel revenues and cost of sales include federal and state motor fuel
taxes.  Such taxes were $51.8 million and $57.6 million for the three month
periods ended March 31, 1999 and March 31, 2000, respectively.

Taxes

     No provision for income taxes is reflected in the accompanying financial
statements because we are organized as a partnership, taxable income and tax
deductions are passed through to the individual partners.

General

Recapitalization

     On July 23, 1999, we, certain of our partners and Volvo Petro Holdings
L.L.C. ("Volvo Trucks"), an affiliate of Volvo Trucks North America, Inc.
("Volvo"), consummated a series of transactions pursuant to which:

     .    Petro Stopping Centers Holdings, L.P. ("Holdings") was formed, and
          substantially all of the owners in us at that time (other than Petro
          Holdings G.P. Corp. and Petro Holdings L.P. Corp., each of which were
          affiliates of Chartwell Investments, Inc. (collectively, "Chartwell")
          and Kirschner Investments ("Kirschner"), one of our franchisees),
          exchanged their interests in us for identical interests in Holdings
          and became owners of Holdings;

     .    Petro Holdings Financial Corporation was formed for the purpose of
          serving as co-issuer of the 15.0% senior discount notes issued by
          Holdings;

     .    Petro Holdings Financial Corporation, ourselves and our subsidiary,
          Petro Financial Corporation, became subsidiaries of Holdings;

     .    Petro Warrant Holdings Corporation was formed for the purpose of
          owning a common limited partnership interest in Holdings and issuing
          the warrants that are exchangeable into all of the common stock of
          Petro Warrant Holdings Corporation;

     .    Volvo Trucks invested $30.0 million to acquire a 28.7% common limited
          partnership interest in Holdings;

     .    Mobil Long Haul, Inc. ("Mobil Long Haul"), an affiliate of Mobil Oil
          Corporation, invested an additional $5.0 million in Class B
          convertible preferred partnership interests in Holdings;

     .    Holdings purchased the 50.8% common interest in us owned by affiliates
          of Chartwell for aggregate consideration of approximately $69.8
          million, which consisted of a $55.0 million cash payment and the
          issuance to Chartwell of approximately $14.8 million in accreted value
          of 15.0% senior discount notes, without warrants;

     .    Holdings purchased the 2.0% common interests in us owned by Kirschner
          for cash consideration of $2.8 million; and

     .    Holdings and Petro Holdings Financial Corporation sold for cash $82.7
          million in principal amount at stated maturity 15.0% senior discount
          notes due 2008, and warrants to purchase all the common stock of Petro
          Warrant Holdings Corporation.

     The foregoing transactions are referred to as the "Recapitalization."  The
acquisition of the interests of Chartwell and Kirschner was accounted for by
Holdings under the purchase method during the third quarter of 1999.

     As part of the Recapitalization, Holdings issued 82,707 units, each
consisting of $1,000 principal amount at stated maturity of Holdings 15.0%
senior discount notes due 2008 (the "15% Notes") and one warrant (collectively,
all such warrants are defined herein as the "Warrants").  As consideration for
the 15% Notes and the Warrants, Holdings received cash proceeds of $40.0
million, of which $30.3 million was allocated to the 15% Notes and $9.7

                                       10
<PAGE>

million was allocated to the Warrants. Holdings acquired the Warrants from Petro
Warrant Holdings Corporation for $9.7 million. Petro Warrant Holdings
Corporation, in turn, invested the $9.7 million to acquire a 10.0% common
limited partnership interest in Holdings.

     As a result of the Recapitalization, Holdings is the owner of approximately
99.5% of the common partnership interests in us, and the minority interest of
0.5% is owned by affiliates of the Cardwell Group.  The common limited
partnership interests of Holdings are owned by:

     Cardwell Group:
       General partnership interest.....................................   1.1%
       Limited partnership interest.....................................  50.5%
     Volvo Trucks.......................................................  28.7%
     Mobil Long Haul....................................................   9.7%
     Petro Warrant Holdings Corporation.................................  10.0%

     The mandatorily redeemable preferred partnership interests of Holdings are
owned by Mobil Long Haul ($17.0 million) and the Cardwell Group ($7.6 million).

     As discussed above, Holdings funded a portion of its purchase of the
Chartwell and Kirschner interests with debt. Holdings currently has no
operations of its own and is, therefore, dependent upon our earnings and cash
flows to satisfy its obligations under the 15% Notes and the Warrants.

Effect of our Recapitalization

     In connection with the exchange of interests referred to above, we and our
partners (Holdings and various individuals and affiliates of the Cardwell Group)
agreed to restate our partnership agreement.  Among other things, the parties
agreed to convert the outstanding amount of mandatorily redeemable preferred
partnership interests ($24.3 million, including accrued but unpaid preferred
returns) into common limited partnership interests.

     Holdings raised funds from the capital contributions of Volvo Trucks and
Mobil Long Haul and from the offering of the 15% Notes and the Warrants
exceeding the amounts necessary to purchase the Chartwell and Kirschner
interests.  As a consequence, Holdings made a cash contribution to us in the
amount of approximately $10.8 million.

     As part of the Recapitalization, we also amended our senior collateralized
credit facility. The new senior credit facility consists of an $85.0 million
revolving credit facility and a $40.0 million term loan. The proceeds of the new
term loan were used to repay principal amounts due under our previous senior
credit facility of approximately $38.1 million, plus accrued interest. The new
senior credit facility is collateralized by substantially all of our assets and
contains certain covenants as described in Note 7 to notes to consolidated
financial statements included in our 1999 Form 10-K.

     We capitalized debt issuance and other costs of approximately $2.3 million
and expensed legal, accounting, and other professional fees of $1.2 million
incurred in connection with the Recapitalization. Holdings incurred
approximately $279,000 of these costs on our behalf and that amount has been
reflected as a non-cash capital contribution as described in the consolidated
financial statements included in our 1999 Form 10-K. We also wrote-off
approximately $2.0 million in previously deferred debt issuance costs on the
date of the Recapitalization.

     Other than described above, the Recapitalization had no effect on the
historical book values of our assets and liabilities.

Operations

     The following table sets forth the development of our Stopping Center
network since 1996:

                                                As of March 31,
                                                ---------------
                                   1996     1997     1998     1999     2000
                                   ----     ----     ----     ----     ----

           Company-operated          26       26       28       28       30
           Franchised                15       16       20       21       23
                                   ----     ----     ----     ----     ----

            Total Stopping Centers   41       42       48       49       53
                                   ====     ====     ====     ====     ====

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<PAGE>

     The following table sets forth information on Stopping Centers opened from
March 31, 1996 through March 31, 2000, all but two of which are full-sized
facilities.

              Location                            Date Opened
              --------                            -----------

          Company-operated:
            North Baltimore, Ohio                 August 1997
            North Little Rock, Arkansas           September 1997
            Wheeler Ridge, California             June 1999
            Jackson, Mississippi                  November 1999

          Franchised:
            York, Nebraska                        December 1996
            Dupont, Pennsylvania                  May 1997
            Claysville, Pennsylvania              November 1997
            Breezewood, Pennsylvania              February 1998
            Milton, Pennsylvania                  March 1998
            Monee, Illinois                       April 1998
            Lowell, Indiana                       April 1999
            Racine, Wisconsin                     December 1999

     We purchased land in Glendale, Kentucky, North Las Vegas, Nevada, Marianna,
Florida, and Cordele, Georgia in November of 1998, September of 1999, October of
1999, and March of 2000, respectively, for the future construction of four new
Petro Stopping Centers. We also own a site in Green River, Wyoming which is
suitable for the construction of a new Petro Stopping Center.  At March 31,
2000, we had under construction new Petro Stopping Centers in Glendale, Kentucky
and North Las Vegas, Nevada which are scheduled to open in June and October of
2000, respectively.  In April of 2000, we completed construction on and opened a
company-operated Stopping Center in Mebane, North Carolina.

     All franchises are operated under franchise agreements which, with one
exception, are for an initial ten-year term and are automatically renewed for
two consecutive five-year terms, unless the franchisee gives a termination
notice at least twelve months prior to the expiration of its franchise agreement
with the Company.  One franchise agreement has been amended so that its initial
term is approximately fifteen years (expiring in December 2001), and such
agreement provides for only one five-year renewal thereof.

     With the exception of Jerome/Twin Falls, Idaho, no notices of termination
were received from any franchisees, under franchise agreements with expiring
initial terms. Notice of intent not to renew the Jerome/Twin Falls, Idaho
franchise was received December 9, 1999 and accordingly, this franchise
agreement will terminate effective December 15, 2000. We have both a right of
first refusal to acquire this location and the option to purchase it at fair
market value. We are currently evaluating options regarding this site.

     In an effort to enhance our franchisee relationship, we completed
negotiation with our existing franchisees of a revised form franchise agreement
in 1999.  The revised franchise agreement has now been given to those
franchisees for execution and each franchisee has been given the choice to
either enter into the new agreement or remain as a franchisee under the terms of
their existing agreement. Execution of new franchise agreements is in various
stages of completion, however, in our opinion the election by the franchisees
and the timing of the execution of the new agreements will not have a material
adverse effect on the Company.

     In addition to our currently operational 23 franchise locations, we have
signed an agreement for an additional franchise location in Frederick, Maryland.

Results of Operations

Three Months Ended March 31, 2000 Compared to Three Months Ended March 31, 1999

     Overview.  Our net revenues of $224.5 million increased 46.2% in the first
three months of 2000 from $153.6 million in the first three months of 1999.  On
a "comparable unit" basis, revenues increased by 44.2% to $214.6 million from
$148.9 million in the prior year quarter.  The increases were primarily due to
an increase in fuel revenues from the prior year quarter as a result of an
increase in our average retail-selling price per fuel gallon, as well as an
increase in the volume of fuel gallons sold from the prior year quarter.
Operating expenses increased 11.0% to $26.0 million from $23.4 million in the
prior year quarter due mainly to our loyalty program, new site pre-opening
expenses, and employee-related costs.  General and administrative expenses
remained relatively consistent to the prior year quarter at $4.8 million.  A
Petro Stopping Center is considered a "comparable unit" as to a particular
period in the

                                       12
<PAGE>

current year if it was open during the same period of the prior year.

     Fuel.  Revenues increased 63.2% to $174.4 million in the first three months
of 2000 compared to $106.9 million in the first three months of 1999.  Fuel
revenues increased primarily due to a 47.2% increase in our average retail-
selling price per fuel gallon stemming from higher fuel costs compared to the
prior year quarter.  The increase in fuel revenues was also due to a 10.9% or
12.7 million gallon increase in fuel volumes.  We believe the increased volume
is due primarily to the success of our customer loyalty program and our
commitment to customer service.  Gross margins increased by 16.3% to $10.8
million for the three months ended March 31, 2000, compared to $9.3 million for
the prior year quarter.  On a "comparable unit" basis, fuel revenues increased
61.8% primarily due to a 48.7% increase in our average retail-selling price per
fuel gallon stemming from higher fuel costs compared to the prior year quarter.
The increase in fuel revenues was also due to an 8.8% or 9.9 million gallon
increase in fuel volumes. Gross margins increased by 18.1% or $1.6 million for
the three months ended March 31, 2000, compared to the prior year quarter.

     Non-Fuel.  Revenues increased 6.9% to $35.9 million in the first three
months of 2000 from $33.6 million in the first three months of 1999. The
increase in non-fuel revenues is primarily due to a 12.2% or $2.0 million
increase in sales at our retail stores, oil, new and used tire, and repair part
sales.  Gross margins increased 6.5% to $19.7 million in the first three months
of 2000 from $18.5 million in first three months of 1999. In addition to the
increase in sales, we believe the improved margins reflect the results of
improved product procurement and our continued focus on margin management.  On a
"comparable unit" basis, non-fuel revenues increased 5.0% or $1.7 million
compared to the prior year quarter and gross margins increased 4.8% or $882,000
compared to the prior year quarter.

     Restaurant.  Revenues increased 8.4% to $14.2 million in the first three
months of 2000 compared to $13.1 million in the first three months of 1999.  We
believe revenues increased due to increased customer traffic and previous
changes in the core menu and featured meal specials, resulting in the average
ticket price increasing by 3.9%. Gross margins in the restaurants improved by
7.3% or $693,000.  On a "comparable unit" basis, restaurant revenues increased
5.6% or $738,000 compared to the prior year quarter, while gross margins
increased by 4.7% or $448,000.

     Costs and Expenses.  Total costs and expenses increased 47.7% to $218.4
million in the first three months of 2000, compared to $147.8 million in the
first three months of 1999. On a "comparable unit" basis, total costs and
expenses increased 45.1% or $64.8 million compared to the prior year quarter.
Cost of sales increased 58.0% or $67.5 million from the prior year quarter due
mainly to significantly higher fuel costs in the current year.  Operating
expenses increased 11.0% or $2.6 million to $26.0 million for the first three
months of 2000 from 1999. The increase is mainly due to a $1.0 million increase
in expenses associated with our customer loyalty program, an increase of $1.4
million in employee-related costs due in part by the opening of two new
truckstop locations, and an increase in new site pre-opening expenses of
$200,000.  On a "comparable unit" basis, operating expenses increased 7.3% or
$1.6 million to $24.8 million compared to the first three months of 1999.
General and administrative expenses remained relatively consistent with the
prior year at $4.8 million.

     Equity in Loss of Affiliate.  We recognized a $107,000 loss related to our
investment in the Wheeler Ridge facility in Southern California, as is typical
in the early stages of operation of a new Stopping Center.  This Stopping Center
began operations in June 1999.

     Interest Expense, net.  Interest expense, net, remained relatively
consistent with that of the first three months in 1999.

Liquidity and Capital Resources

     Currently our principal sources of liquidity are:

     .    Borrowings under our new senior credit facility, which currently
          consists of an $85.0 million revolving credit facility and a $40.0
          million term loan, providing an aggregate borrowing up to $125.0
          million;

     .    Sales of common and preferred partnership interests and capital
          contribution transactions which raised $10.8 million in 1999;

     .    Cash flows from operations, which provided $3.9 million and $768,000
          for the three months ended March 31, 1999 and March 31, 2000,
          respectively. The large decrease for the first three months of 2000
          was

                                       13
<PAGE>

          primarily due to normal fluctuations in the timing of payments to
          Mobil Diesel Supply Corporation for fuel payments and variations in
          the timing related to trade account payables;

     .    Our cash flow used in investing activities was ($4.1) million and
          ($10.1) million for the three months ended March 31, 1999 and March
          31, 2000, respectively. The increase was due primarily to additional
          investment in property and equipment of $9.3 million for the three
          months ended March 31, 2000; and

     .    Cash flows from financing activities were ($1.2) million and $4.8
          million for the three months ended March 31, 1999 and March 31, 2000,
          respectively. The fluctuations are almost entirely due to our
          borrowings and repayments on our credit facilities.

     We had negative working capital of  $9.6 million and $9.9 million at
December 31, 1999 and March 31, 2000, respectively.  Negative working capital is
normal in the truckstop industry.  Diesel fuel inventory turns every two to
three days, while payment is generally required in twelve to fifteen days.
Approximately 74.0% of our sales are cash sales (or the equivalent in the case
of credit card sales or sales paid for by check which are funded on a daily
basis by third-party billing companies).

     Our current senior credit facility consists of an $85.0 million revolving
credit facility and a $40.0 million term loan.  At March 31, 2000, we had
standby letters of credit issued for approximately $2.7 million resulting in
availability of approximately $82.3 million on the revolving credit facility.
As of March 31, 2000, there was approximately $5.2 million outstanding on the
revolving credit facility.  Principal payments on the term loan are due
quarterly, beginning September 30, 2000.  The first sixteen quarterly payments
due are $250,000 each.

     We are partly self-insured, paying our own employment practices, workers'
compensation, general liability, and group health benefit claims, up to stop-
loss amounts ranging from $50,000 to $250,000 on a per occurrence basis. During
the first quarter of 2000, we paid $1.4 million on claims related to these self-
insurance programs.  Provisions established under these self-insurance programs
are made for both estimated losses on known claims and claims incurred but not
reported, based on claims history.  For the three months ended March 31, 2000,
aggregated provisions amounted to $2.3 million. At March 31, 2000, the
aggregated accrual amounted to approximately $5.2 million, which we believe is
adequate to cover both reported and incurred but not reported claims.

     Capital expenditures totaled $9.3 million for the three months ended March
31, 2000.  Included in capital expenditures were funds we spent on existing
Petro Stopping Centers and construction of new facilities.

     We currently expect to invest approximately $55.5 million during the
remainder of 2000 on capital expenditures.  We currently plan to open three new
truck stops (in addition to the location opened in Mebane, North Carolina in
April of 2000) during the year 2000, with a cost of approximately $10.0 million
to $11.0 million per site including land acquisition costs. Approximately $10.0
million will be spent on regular capital maintenance and volume building
projects during the year 2000.  These capital outlays will be funded through our
senior credit facility and internally generated cash.

     We believe that internally generated funds, together with amounts available
under the senior credit facility, will be sufficient to satisfy our cash
requirements for operations through 2000 and the foreseeable future thereafter.
We also expect that current and future expansion and acquisitions will be
financed from funds generated from operations, the senior credit facility, and
to the extent necessary, additional financing.

Environmental

     Accruals for environmental matters are recorded in operating expenses when
it is probable that a liability has been incurred and the amount of the
liability can be reasonably estimated.  The measurement of environmental
liabilities is based on an evaluation of currently available facts with respect
to each individual site and considers factors such as existing technology,
presently enacted laws and regulations and prior experience in remediation of
contaminated sites.  Accrued liabilities are exclusive of claims against third
parties and are not discounted.

     Contingencies under environmental laws and regulations may require us to
take action to correct the effects on the environment of prior disposal
practices or releases of chemical or petroleum substances by us or other
parties. We have accrued liabilities for environmental remediation activities
consistent with the policy set forth in the notes

                                       14
<PAGE>

to the consolidated financial statements of our 1999 Form 10-K. At March 31,
2000, this accrual amounted to approximately $75,000 and, in our opinion, is
appropriate based on existing facts and circumstances. We accrue for
environmental remediation expenses based upon initial estimates obtained from
contractors engaged to perform the remediation work as required by local, state,
and federal authorities. It is often difficult to predict the extent and the
cost of environmental remediation until work has commenced and the full scope of
the contamination determined. Accruals are periodically evaluated and updated as
information regarding the nature of the clean up work is obtained. In the event
that future remediation expenditures are in excess of amounts accrued, we do not
anticipate that they will have a material adverse effect on our consolidated
financial position or results of operations. Actual results, however, could
differ from estimated amounts and those differences could be material. At March
31, 2000, we have recognized approximately $163,000 in the consolidated balance
sheet related to recoveries of remediation costs from third parties.

                                       15
<PAGE>

                          PART II.  OTHER INFORMATION

Item 1.   Legal Proceedings

          We are party to various ordinary litigation incidental to our business
for which estimates of losses have been accrued, when appropriate. In our
opinion, such proceedings will not have a material adverse effect on our
financial position or results of operations.

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 18 of this Quarterly Report.

     (b)  Reports on Form 8-K

          The Registrant filed no reports on Form 8-K during the quarter ended
          March 31, 2000.

                                       16
<PAGE>

                                   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 STOPPING CENTERS, L.P.
                                          (Registrant)


Date:  May 12, 2000               By:  /s/ David A. Appleby
                                      ----------------------------------------
                                       David A. Appleby
                                       Vice President of Finance and Treasurer
                                       (on behalf of Registrant and as
                                       Registrant's Principal Financial and
                                       Chief Accounting Officer)

                                       17
<PAGE>

                                 EXHIBIT INDEX


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

3.1 (aa)            Amended and Restated Certificate of Limited Partnership of
                    Petro Stopping Centers, L.P.

3.2 (bb)            Fourth Amended and Restated Limited Partnership Agreement of
                    Petro Stopping Centers, L.P., dated July 23, 1999, by and
                    among Petro Inc., as a General Partner and Petro Stopping
                    Centers Holdings, L.P., Petro Holdings GP, L.L.C., and James
                    A. Cardwell, Jr., as Limited Partners.

10.18*              Property Lease Agreement, dated November 12, 1998 between
                    Petro Stopping Centers, L.P. and Petro Truckstops, Inc.

27*                 Financial Data Schedule


----------

(aa)    Incorporated by reference.  Filed with the Company's Current Report on
        Form 8-K, filed on August 6, 1999.

(bb)    Incorporated by reference. Filed with the Company's Annual Report on
        Form 10-K for the year ended December 31, 1996.

*       Filed herewith.

                                       18