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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 June 30, 2000


                      Commission File Number 333-87371-01
                                             ------------

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

               Delaware                                  74-2922355
     (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 June 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


                     PETRO HOLDINGS FINANCIAL CORPORATION
                           UNAUDITED BALANCE SHEETS



                                                December 31,       June 30,
                                                   1999              2000
                                                ------------      -----------

                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
                                                ============      ===========








              See accompanying notes to unaudited balance sheets.

                                       1
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                      PETRO HOLDINGS FINANCIAL CORPORATION
                       NOTES TO UNAUDITED BALANCE SHEETS


(1)  Organization and Basis of Presentation

        Petro Holdings Financial Corporation (the "Company") is a wholly-owned
subsidiary of Petro Stopping Centers Holdings, L.P. ("Holdings") and was
incorporated July 6, 1999 for the sole purpose of serving as a co-issuer with
Holdings in the issuance of 82,707 units each consisting of $1,000 principal
amount at stated maturity of Holdings 15.0% senior discount notes due 2008
("15% Notes") and 82,707 exchangeable Petro Warrant Holdings Corporation's
warrants (the "Warrants"). Upon an exchange event, such as a change in control,
IPO, or bankruptcy, the Warrants will be exchanged, for no additional
consideration, for 100% of the common stock of Petro Warrant Holdings
Corporation, whose sole asset currently is approximately 10.0% of the common
limited partnership interests in Holdings. At the same time the Company co-
issued the 15% Notes and the Warrants, the Company also co-issued with Holdings,
notes to Chartwell Investments, Inc. of approximately $14,800,000 in accreted
value, without warrants. The 15% Notes and the notes issued to Chartwell
Investments, Inc. are recorded on the financial statements of Holdings.

        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
Holdings 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 June 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.

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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 June 30, 2000.

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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 HOLDINGS FINANCIAL CORPORATION
                                           (Registrant)


Date:  August 11, 2000          /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)

                                       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-4  (Registration No. 333-87371) on September 17, 1999.

*     Filed herewith.

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