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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, 2001


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

                     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 March 31, 2001, the
number of shares outstanding of the registrant's only class of common stock was
2,500.

     The registrant, Petro Holdings Financial Corporation, 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 1.  Financial Information

Item 1.   Financial Statements

                     PETRO HOLDINGS FINANCIAL CORPORATION
                           UNAUDITED BALANCE SHEETS


<TABLE>
<CAPTION>
                                                               December 31,       March 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.

                                       1
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                     PETRO HOLDINGS FINANCIAL CORPORATION
                       NOTES TO UNAUDITED BALANCE SHEETS


(1)  Company Formation and Description of Business

Company Formation

     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 ($11.2 million net of an imputed
market rate of interest discount), without warrants. The 15% Notes and the notes
issued to Chartwell Investments, Inc. are recorded on the financial statements
of Holdings.

(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. 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, 2000
("2000 Form 10-K"). Capitalized terms used in this report and not defined herein
have the meaning ascribed to such terms in the 2000 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, 2000 and March 31, 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 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 March 31, 2001.

                                       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 HOLDINGS FINANCIAL CORPORATION
                                     (Registrant)


Date:  May 14, 2001        By:  /s/ J.A. Cardwell, Sr.
                                ----------------------------------------------
                                   J.A. Cardwell, Sr.
                                   President and Director
                                   (on behalf of Registrant and as Registrant's
                                   Principal Executive Officer)

                                       4
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                                 EXHIBIT INDEX



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

3.1 (aa)                      Certificate of Incorporation.

3.2 (aa)                      Bylaws

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

(aa)  Incorporated by reference.  Filed with the Company's Registration
      Statement on Form S-4 (Registration No. 333-87371) on September 17, 1999.

                                       5