<PAGE>

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

                                 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 1-13018
                                               -------

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

               Delaware                                   74-2922482
    (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
    -----    -----

================================================================================
<PAGE>

                        PART I.  Financial Information

Item 1.   Financial Statements

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

<TABLE>
<CAPTION>
                                                              December 31,         March 31,
                                                                  2000               2001
                                                              ------------       ------------
<S>                                                           <C>                <C>
                              Assets
Current assets:
    Cash and cash equivalents                                     $ 10,326           $ 15,576
    Trade accounts receivable, net                                   6,835              4,609
    Inventories, net                                                23,022             22,805
    Other current assets                                             2,070              1,928
    Due from affiliates                                              3,316              3,504
                                                              ------------       ------------
        Total current assets                                        45,569             48,422

Property and equipment, net                                        225,132            228,776
Deferred debt issuance costs, net                                   13,038             12,942
Other assets                                                        14,055             12,439
Goodwill, net                                                       33,696             33,242
                                                              ------------       ------------
        Total assets                                              $331,490           $335,821
                                                              ============       ============
                  Liabilities and Partners' Deficit

Current liabilities:
    Current portion of long-term debt                             $  1,264           $  1,133
    Trade accounts payable                                           5,685              4,475
    Accrued expenses and other liabilities                          21,838             19,288
    Due to affiliates                                               29,902             27,626
                                                              ------------       ------------
        Total current liabilities                                   58,689             52,522

Long-term debt, excluding current portion                          261,108            277,854
                                                              ------------       ------------
        Total liabilities                                          319,797            330,376
                                                              ------------       ------------
Commitments and contingencies

Mandatorily redeemable preferred partnership interests              33,513             34,307

Contingently redeemable warrants                                     9,700              9,700

Partners' deficit:
    General partners'                                               (1,195)            (1,273)
    Limited partners'                                              (29,790)           (36,738)
    Negative capital accounts of minority partners in
     consolidated subsidiaries                                        (535)              (551)
                                                              ------------       ------------
        Total partners' deficit                                    (31,520)           (38,562)
                                                              ------------       ------------

        Total liabilities and partners' deficit                   $331,490           $335,821
                                                              ============       ============
</TABLE>

See accompanying notes to unaudited consolidated financial statements.

                                       1
<PAGE>

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

<TABLE>
<CAPTION>
<S>                                                                    <C>                               <C>
                                                                                    Three Months Ended
                                                                                         March 31,
                                                                                 2000                 2001
                                                                               --------             --------
Net revenues:
  Fuel (including motor fuel taxes)                                            $174,392             $184,512
  Non-fuel                                                                       50,098               52,379
                                                                               --------             --------
      Total net revenues                                                        224,490              236,891

Costs and expenses:
  Cost of sales
     Fuel (including motor fuel taxes)                                          163,623              174,210
     Non-fuel                                                                    20,235               22,050
  Operating expenses                                                             25,975               28,864
  General and administrative                                                      4,819                4,578
  Depreciation and amortization                                                   4,379                4,993
  Gain on disposition of fixed assets                                               (69)                   -
                                                                               --------             --------
    Total costs and expenses                                                    218,962              234,695
                                                                               --------             --------

    Operating income                                                              5,528                2,196

Equity in loss of affiliate                                                        (107)                 (94)
Interest income                                                                     139                   61
Interest expense, net                                                            (7,288)              (8,427)
                                                                               --------             --------

Loss before minority interest                                                    (1,728)              (6,264)

Minority interest in income (loss) of consolidated subsidiaries                       5                  (16)
                                                                               --------             --------

Net loss                                                                         (1,733)              (6,248)

Accrual of preferred return in mandatorily redeemable preferred
    partnership interests                                                          (717)                (794)
                                                                               --------             --------

Net loss available to common partners                                          $ (2,450)            $ (7,042)
                                                                               ========             ========
</TABLE>

    See accompanying notes to unaudited consolidated financial statements.

                                       2
<PAGE>

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


<TABLE>
<CAPTION>
                                                                                    Three Months Ended
                                                                                         March 31,
                                                                                   2000            2001
                                                                                 --------        --------
<S>                                                                              <C>             <C>
Cash flows from operating activities:
  Net loss                                                                       $ (1,733)       $ (6,248)
  Adjustments to reconcile net loss to net cash provided by (used in)
       operating activities:
   Minority interest in income (loss) of consolidated subsidiaries                      5             (16)
    Depreciation and amortization                                                   4,379           4,993
    Deferred debt issuance cost amortization and accretion of original
       issue discount                                                               2,583           2,902
    Bad debt expense                                                                   84              76
    Equity in loss of affiliate                                                       107              94
    Gain on disposition of fixed assets                                               (69)              -
  Increase (decrease) from changes in:
    Trade accounts receivable                                                      (1,648)          2,150
    Inventories                                                                      (272)            217
    Other current assets                                                              759             142
    Due from affiliates                                                              (780)           (188)
    Due to affiliates                                                               4,214          (2,276)
    Trade accounts payable                                                         (6,534)         (1,210)
    Accrued expenses and other liabilities                                           (546)         (2,550)
                                                                                 --------        --------
        Net cash provided by (used in) operating activities                           549          (1,914)
                                                                                 --------        --------
  Cash flows from investing activities:
    Proceeds from disposition of assets                                               126               -
    Purchases of property and equipment                                            (9,282)         (8,169)
    Increase (decrease) in other assets, net                                         (923)          1,524
                                                                                 --------        --------
        Net cash used in investing activities                                     (10,079)         (6,645)
                                                                                 --------        --------
  Cash flows from financing activities:
    Repayments of bank debt                                                        (7,000)         (3,000)
    Proceeds from bank debt                                                        12,200          17,500
    Repayments of long-term debt and capital lease                                   (122)           (380)
    Partners' minimum tax distributions                                              (297)              -
    Payment of debt issuance and modification costs                                  (497)           (311)
                                                                                 --------        --------
         Net cash provided by financing activities                                  4,284          13,809
                                                                                 --------        --------
  Net increase (decrease) in cash and cash equivalents                             (5,246)          5,250
  Cash and cash equivalents, beginning of period                                   14,741          10,326
                                                                                 --------        --------
  Cash and cash equivalents, end of period                                       $  9,495        $ 15,576
                                                                                 ========        ========
---------------------------------------------------------------------------------------------------------
Supplemental cash flow information -
  Interest paid during the period, net of capitalized interest
    of $184 and $42 in 2000 and 2001                                             $  7,556        $  8,852
Non-cash activities -
  Preferred return on mandatorily redeemable preferred partnership interests          717             794
</TABLE>

    See accompanying notes to unaudited consolidated financial statements.

                                       3
<PAGE>

                     PETRO STOPPING CENTERS HOLDINGS, L.P.
       UNAUDITED CONSOLIDATED STATEMENTS OF CHANGES IN PARTNERS' DEFICIT
                   For the Three Months Ended March 31, 2001
                                (in thousands)


<TABLE>
<CAPTION>
                                                                                         Negative Capital
                                                                                       Accounts of Minority
                                                          General        Limited           Partners in            Total
                                                         Partners'      Partners'          Consolidated          Partners'
                                                          Deficit        Deficit           Subsidiaries           Deficit
                                                         ---------      ---------      --------------------      ---------
<S>                                                      <C>            <C>            <C>                       <C>
Balances, December 31, 2000                              $  (1,195)     $ (29,790)     $               (535)     $ (31,520)
  Accrual of preferred return on mandatorily
   redeemable preferred partnership interests                   (9)          (785)                        -           (794)
  Net loss                                                     (69)        (6,163)                      (16)        (6,248)
                                                         ---------      ---------      --------------------      ---------
Balances, March 31, 2001                                 $  (1,273)     $ (36,738)     $               (551)     $ (38,562)
                                                         =========      =========      ====================      =========
</TABLE>

    See accompanying notes to unaudited consolidated financial statements.

                                       4
<PAGE>

                     PETRO STOPPING CENTERS HOLDINGS, 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 Holdings, 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, 2000 ("2000
Form 10-K"). Capitalized terms used in this report and not defined herein have
the meanings ascribed to such terms in the 2000 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, 2000 and March 31, 2001, the results of
operations and cash flows for the three months ended March 31, 2000 and March
31, 2001, and changes in partners' deficit for the three months ended March 31,
2001. The results of operations for the three months ended March 31, 2001 are
not necessarily indicative of the results to be expected for the full calendar
year.

     The Company's fuel revenues and cost of sales include a significant amount
of federal and state motor fuel taxes. Such taxes were $57.6 million and $57.8
million for the three month periods ended March 31, 2000 and March 31, 2001,
respectively.

(2)  Significant Accounting Policies

Derivative Instruments and Hedging Activities

     As of January 1, 2001, the Company adopted Statement of Financial
Accounting Standards No. 133, "Accounting for Derivative Instruments and Hedging
Activities" ("SFAS No. 133"), as amended. SFAS No. 133 establishes accounting
and reporting standards requiring that every derivative instrument (including
derivative instruments embedded in other contracts) be recorded in the balance
sheet as either an asset or liability measured at its fair 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 or 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.

     Historically, the Company has not entered into significant long-term
contracts with fuel suppliers and has engaged in only limited hedging
activities. In July 1999, the Company entered into two ten-year supply
agreements with Mobil Oil Corporation ("Mobil"). Under the terms of one of these
agreements Mobil will supply the company-operated Petro Stopping Centers' diesel
fuel and gasoline requirements, in those markets in which Mobil branded diesel
and gasoline are available for sale, and under the other of these agreements the
Company purchases lubricants, based upon minimum purchase commitments at the
prices set forth in the agreements. See Note (8) in the Company's 2000 Form 10-
K. Both supply agreements with Mobil qualify as normal purchasing derivative
instruments. As of and for the quarter ended March 31, 2001, the Company was not
a party to any futures or options contracts.

     The Company has only limited involvement with derivative financial
instruments and does not use them for trading purposes. The Company uses
derivatives to manage well-defined interest rate risks. At March 31, 2001, the
Company was party to an interest rate swap agreement which is a cash flow hedge
and qualifies for the shortcut method under SFAS No. 133. At March 31, 2001, the
swap agreement had a notional amount of $19.6 million. Under this agreement, the
Company pays a fixed rate of 6.395% in exchange for a floating rate based on
LIBOR on the notional amount as determined in three-month intervals. The
transaction effectively changes a portion of the Company's interest rate
exposure from a floating rate to a fixed rate basis. The effect of the swap for
the first quarter of 2001 was to decrease the rate the Company was required to
pay by 0.23%, which resulted in a reduction in interest expense of approximately
$11,700 for the first quarter ended March 31, 2001. The swap agreement expires
on December 31, 2001 and had an insignificant fair value as of March 31, 2001.

                                  (continued)

                                       5
<PAGE>

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

     The primary risks associated with swaps are the exposure to movements in
interest rates and the ability of the counterparties to meet the terms of the
contracts. Based on review and assessment of counterparty risk, the Company does
not anticipate non-performance by the other party. The Company does not obtain
collateral or other security to support financial instruments subject to credit
risk, but monitors the credit standing of counterparties.

Reclassifications

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

(3)  Segments

     The Company has two reportable operating segments, company-operated truck
stops and franchise truck stop operations.

     The Company through its subsidiary Petro Stopping Centers, L.P. (the
"Operating Partnership"), operates large, multi-service truck stops in the
United States. The Operating Partnership'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 primarily to professional
truck drivers and other highway motorists. The Company has aggregated the
Operating Partnership's company-operated truck stops 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, 2000 and March 31, 2001, the revenues generated from the
Operating Partnership's company-operated truck stops were $223.2 million and
$235.6 million, respectively.

     As of March 31, 2001, the Company, through the Operating Partnership, is
franchisor to 22 Petro Stopping Center locations. The Company collects royalties
and fees in exchange for the use of the Operating Partnership's tradenames and
trademarks and for certain services provided to the franchisees. Franchise fees
are based generally upon a percentage of the franchisee's sales. Given the
insignificance of initial franchise fees and other revenue types, the Company
reports a total combined revenue amount. During the three months ended March 31,
2000 and March 31, 2001, the revenues generated from the Operating Partnership's
franchise truck stop operations were $1.3 million in each of the periods. 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.

(4)  Long-Term Debt

     Since the Recapitalization the Company has made significant investment in
network expansion through the purchase and construction of new Petro Stopping
Centers funded primarily with draws on the senior credit facility as well as
internally generated cash. Through March 31, 2001, these new site expenditures
totaled approximately $64.8 million. New Petro Stopping Centers typically take
approximately three years before reaching initial earnings maturity, thus
limiting the immediate cash flow provided by these new operations. These
factors, coupled with current economic trends such as a slow down in freight and
a decrease in diesel demand and related customer traffic at the sites, have
required the Company to obtain a waiver of certain March 31, 2001 financial
covenants through May 14, 2001.

     Effective May 14, 2001 the Company obtained approval from its lenders of a
satisfactory amendment to its senior credit facility which, among other things,
amended certain of its financial covenants, established new covenants on its
senior secured leverage and capital expenditures, reduced the size of its
revolver commitment from $85.0 million to $60.0 million, and adjusted the
pricing spread on both the revolver and Term B loans to current market levels.
Management believes the amended senior credit facility provides the Company with
the flexibility to continue to maximize its business in light of the current
economic environment discussed above. The Company expects the fees and expenses
related to this amendment to approximate $1.5 million, most of which management
believes will be capitalized as deferred financing costs and amortized over the
remaining life of the senior credit facility.

                                  (continued)
                                       6
<PAGE>

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

     Based on the foregoing, the Company believes that internally generated
funds, together with amounts available under the senior credit facility, will be
sufficient to satisfy its cash requirements for operations through 2001 and the
foreseeable future thereafter. The Company also expects that current and future
expansion and acquisitions will be financed from funds generated from operations
and the senior credit facility.

                                       7
<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
2000 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 management'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. Management cautions that these statements
are further qualified by important factors, some of which management has 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, without limitation, "--
Network Development," "--Liquidity and Capital Resources," and "--Results of
Operations."  In the preparation of the financial statements, management makes
various estimates and assumptions that are forward-looking statements.

Reporting Format

     Statement of Financial Accounting Standards No. 131, "Disclosures about
Segments of an Enterprise and Related Information" ("SFAS No. 131"), requires us
to identify and report certain information on our reportable operating segments.
We have two reportable operating segments under SFAS No. 131, company-operated
truck stops and franchise truck stop operations.

     We, through our subsidiary Petro Stopping Centers, L.P. (the "Operating
Partnership"), operate large, multi-service truck stops in the United States.
The Operating Partnership'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 primarily to professional truck drivers
and other highway motorists. We have aggregated our Operating Partnership's
company-operated truck stops 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, 2000 and
March 31, 2001, the revenues generated from our Operating Partnership's company-
operated truck stops were $223.2 million and $235.6 million, respectively.

     As of March 31, 2001, we are, through our Operating Partnership, a
franchisor to 22 Petro Stopping Center locations. We collect royalties and fees
in exchange for the use of our Operating Partnership's tradenames and trademarks
and for certain services provided to the franchisees. Franchise fees are based
generally upon a percentage of the franchisee's sales. Given the insignificance
of initial franchise fees and other revenue types, we report a total combined
revenue amount. During the three months ended March 31, 2000 and March 31, 2001,
the revenues generated from our Operating Partnership's franchise truck stop
operations were $1.3 million in each of the periods. These revenues are included
in net 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 preventive maintenance,
          weighing scales, showers, laundry, video games, franchise royalties,
          and other operations; and

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

                                       8
<PAGE>

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

                        SUMMARY OF SOURCES OF REVENUES

                                       Three Months Ended March 31,
                                   ----------------------------------
                                          2000              2001
                                   ----------------  ----------------
                                        (dollars in thousands)

Fuel                               $174,392   77.7%  $184,512   77.9%
Non-Fuel (excluding restaurants)     35,859   16.0%    37,917   16.0%
Restaurant                           14,239    6.3%    14,462    6.1%
                                   --------  ------  --------  ------
Total Net Revenue                  $224,490  100.0%  $236,891  100.0%
                                   ========  ======  ========  ======

     Our fuel revenues and cost of sales include a significant amount of federal
and state motor fuel taxes. Such taxes were $57.6 million and $57.8 million for
the three month periods ended March 31, 2000 and March 31, 2001, respectively.

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

Network Development

     The following table sets forth the development of our Operating
Partnership's Petro Stopping Centers network since 1997:

<TABLE>
<CAPTION>
                                                     As of March 31,
                                                     ---------------
                                         1997     1998     1999     2000     2001
                                         ----     ----     ----     ----     ----
           <S>                           <C>      <C>      <C>      <C>      <C>

           Company-operated                26       28       28       30       35
           Franchise operation             16       20       21       23       22
                                         ----     ----     ----     ----     ----

             Total Petro Stopping          42       48       49       53       57
                    Centers              ====     ====     ====     ====     ====
</TABLE>

     The following table sets forth information on Petro Stopping Centers opened
from March 31, 1997 through March 31, 2001, all but six 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
Mebane, North Carolina                                April 2000
Glendale, Kentucky                                     June 2000
Carlisle, Pennsylvania                              September 2000
Los Banos, California                                November 2000
North Las Vegas, Nevada                              January 2001

Franchise operation:
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


     In January 2001, we completed construction on and opened a company-operated
Petro Stopping Center in North Las Vegas, Nevada.

                                       9
<PAGE>

     One of our franchisees has entered into an agreement to sell 4 franchise
locations to JAJ Holdings L.L.C., an entity controlled by the Cardwell Group.
Under the terms of the purchase and sale agreement, closing is to occur in July
2001, and in such event, we believe these locations will remain as franchise
locations and there will be no material affect on our current franchise
business.

Liquidity and Capital Resources

     As of March 31, 2001 our principal sources and uses of liquidity were:

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

     .    Cash flows from operations, which provided $549,000 and used $1.9
          million for the three months ended March 31, 2000 and March 31, 2001,
          respectively. The decrease for the first three months of 2001 was
          primarily due to lower operating income and fluctuations in the timing
          of payments to Mobil Diesel Supply Corporation for fuel payments
          offset by the timing of receipts related to trade receivables and
          variations in the timing related to trade account payables.

     At March 31, 2001, we had standby letters of credit issued for
approximately $3.8 million and approximately $42.7 million in borrowings
outstanding on the revolving credit facility resulting in remaining borrowing
availability of approximately $38.5 million. Principal payments on the term loan
are due quarterly, beginning September 30, 2000. The first sixteen quarterly
payments due are $250,000 each.

     Since the Recapitalization we have made significant investment in network
expansion through the purchase and construction of new Petro Stopping Centers
funded primarily with draws on our senior credit facility as well as internally
generated cash. Through March 31, 2001, these new site expenditures totaled
approximately $64.8 million. New Petro Stopping Centers typically take
approximately three years before reaching initial earnings maturity, thus
limiting the immediate cash flow provided by these new operations. These
factors, coupled with current economic trends such as a slow down in freight and
a decrease in diesel demand and related customer traffic at our sites, have
required us to obtain a waiver of certain March 31, 2001 financial covenants
through May 14, 2001.

     Effective May 14, 2001 we obtained approval from our lenders of a
satisfactory amendment to our senior credit facility which, among other things,
amended certain of our financial covenants, established new covenants on our
senior secured leverage and capital expenditures, reduced the size of our
revolver commitment from $85.0 million to $60.0 million, and adjusted the
pricing spread on both the revolver and Term B loans to current market levels.
We believe the amended senior credit facility provides us with the flexibility
to continue to maximize our business in light of the current economic
environment discussed above. We expect the fees and expenses related to this
amendment to approximate $1.5 million, most of which we believe will be
capitalized as deferred financing costs and amortized over the remaining life of
the senior credit facility.

     Based on the foregoing, we believe that internally generated funds,
together with amounts available under our senior credit facility, will be
sufficient to satisfy our cash requirements for operations through 2001 and the
foreseeable future thereafter. We also expect that current and future expansion
and acquisitions will be financed from funds generated from operations and our
senior credit facility.

     We had negative working capital of $13.1 million and $4.1 million at
December 31, 2000 and March 31, 2001, respectively. Negative working capital is
normal in the truck stop industry. Diesel fuel inventory turns every two to
three days, but payment for fuel purchases can generally be made over a longer
period of time. Approximately 80.8% 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).

     Capital expenditures totaled $8.2 million for the three months ended March
31, 2001. Included in capital expenditures were funds spent on existing Petro
Stopping Centers of approximately $1.9 million and acquisition and construction
of new facilities of approximately $6.3 million.

                                      10
<PAGE>

      We currently expect to invest approximately $14.7 million during the
remainder of 2001 on capital expenditures. Of this amount, we believe
approximately $7.4 million will be spent on new sites and $7.3 million will be
spent on regular capital maintenance and volume building projects. These capital
outlays will be funded through borrowings under our senior credit facility and
internally generated cash.

     We are partially 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 2001, we paid $2.7 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,
2001, aggregated provisions amounted to approximately $3.3 million. At March 31,
2001, the aggregated accrual amounted to approximately $5.2 million, which we
believe is adequate to cover both reported and incurred but not reported claims.

Results of Operations

Three Months Ended March 31, 2001 Compared to Three Months Ended March 31, 2000

     Overview. Our net revenues of $236.9 million increased 5.5% in the first
quarter of 2001 from $224.5 in the first quarter of 2000. The increase in net
revenues is 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. On a "comparable unit" basis, net revenues decreased by 4.2% to
$210.2 million from $219.4 million in the prior year quarter. The decrease in
net revenues is primarily due to a decrease in the volume of fuel gallons sold
which was partially offset by an increase in our average retail-selling price
per fuel gallon from the prior year quarter. Operating expenses increased 11.1%
to $28.9 million from $26.0 million in the prior year quarter due mainly to
employee-related costs and utility expenses relating in part to the opening of
five new truck stop locations, in addition to associated new site pre-opening
expenses. General and administrative expenses decreased 5.0% to $4.6 million
compared to $4.8 million in the prior year quarter primarily due to lower
employee-related costs partially offset by a severance pay out related to
personnel changes. A Petro Stopping Center is considered a "comparable unit" in
the current year if it was open during the same number of periods of the prior
year.

     Fuel. Revenues increased 5.8% to $184.5 million in the first quarter of
2001 compared to $174.4 million in the first quarter of 2000. Fuel revenues
increased primarily due to a 2.0% 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 3.8% or 4.9 million
gallon increase in fuel volumes. The increased volume is primarily due to the
addition of our new sites. Gross profits decreased by 4.3% to $10.3 million in
the first quarter of 2001 compared to $10.8 million in the prior year quarter
due to a lower cents per gallon margin. On a "comparable unit" basis, fuel
revenues decreased 4.1% due to a 6.0% decrease in fuel volumes which was
partially offset by a 2.1% increase in our average retail-selling price per fuel
gallon compared to the prior year quarter. We believe the decrease in volume is
primarily due to a weaker demand for diesel fuel and a decrease in related
customer traffic at our sites as a result of several factors, including the
continued high fuel prices as well as a general slowdown in freight. Gross
profits decreased by 11.5% or $1.2 million in the first quarter of 2001 compared
to the prior year quarter.

     Non-Fuel (excluding restaurant). Revenues increased 5.7% to $37.9 million
in the first quarter of 2001 from $35.9 million in the first quarter of 2000.
The increase in non-fuel revenues is primarily due to a 7.4% or $2.0 million
increase in sales at our retail stores and lube facilities due to the addition
of our new sites. Gross profits increased 1.6% to $20.1 million in the first
quarter of 2001 from $19.7 million in the first quarter of 2000. The increase in
gross profits are primarily due to the addition of our new sites. On a
"comparable unit" basis, non-fuel revenues decreased 3.8% or $1.4 million
compared to the prior year quarter and gross profits decreased 6.9% or $1.4
million compared to the prior year quarter. We believe these decreases are
primarily due to a decrease in customer traffic at our sites associated with a
weaker demand for diesel fuel as a result of continued high fuel prices as well
as a general slowdown in freight.

     Restaurant. Revenues increased 1.6% to $14.5 million in the first quarter
of 2001 compared to $14.2 million in the first quarter of 2000. Revenues
increased primarily due to the addition of our new sites. Gross profits in the
restaurants improved by 1.4% or $142,000. On a "comparable unit" basis,
restaurant

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<PAGE>

revenues decreased 6.5% or $923,000 compared to the prior year quarter, while
gross profits decreased by 6.6% or $672,000. We believe these decreases are
primarily due to a decrease in customer traffic at our sites associated with a
weaker demand for diesel fuel as a result of continued high fuel prices as well
as a general slowdown in freight.

     Costs and Expenses. Total costs and expenses increased 7.2% to $234.7
million in the first quarter of 2001 compared to $219.0 million in the first
quarter of 2000. On a "comparable unit" basis, total costs and expenses
decreased 2.9% or $6.3 million compared to the prior year quarter. Cost of sales
increased $12.4 million or 6.7% from the prior year quarter primarily due to the
addition of our new sites. Operating expenses increased 11.1% or $2.9 million to
$28.9 million in the first quarter of 2001 compared to the prior year quarter.
The increase is primarily due to a $1.6 million increase in employee-related
costs and an $849,000 increase in utility expenses relating in part to the
opening of five new truck stop locations, in addition to an increase in
associated new site pre-opening expenses of $258,000. On a "comparable unit"
basis, in the first quarter of 2001, operating expenses decreased 1.0% or
$180,000 to $28.9 million compared to the prior year quarter. General and
administrative expenses decreased 5.0% to $4.6 million compared to $4.8 million
in the prior year quarter primarily due to lower employee-related costs of
$591,000 partially offset by a $435,000 severance pay out related to personnel
changes.

     Equity in Loss of Affiliate. We recognized a $94,000 loss related to our
investment in the Wheeler Ridge facility in Southern California compared to a
$107,000 loss in the first quarter of 2000. This Petro Stopping Center began
operations in June 1999.

     Interest Expense, net. Interest expense, net, increased 15.6% or $1.1
million to $8.4 million in the first quarter of 2001 compared to the first
quarter of 2000 primarily due to increased interest expense resulting from
increased borrowings in the first quarter of 2001 compared to the prior year
quarter, increased interest expense of $324,000 related to the 15% Notes issued
in July 1999, and a decrease in capitalized interest due to less new site
construction in the current year.


Item 3.   Quantitative and Qualitative Disclosures about Market Risk

     We are exposed to market risk due to changes in commodity prices and
interest rates. For a complete discussion of our market risks and our market
risk sensitive assets and liabilities, please refer to Item 7A, "Quantitative
and Qualitative Disclosures about Market Risk," included in our 2000 Form 10-K.

      At March 31, 2001, we were party to an interest rate swap agreement. At
March 31, 2001, the swap agreement had a notional amount of $19.6 million. Under
the agreement, we pay a fixed rate of 6.395% in exchange for a floating rate
based on LIBOR on the notional amount as determined in three-month intervals.
The transaction effectively changes a portion of our interest rate exposure from
a floating rate to a fixed rate basis. The effect of the swap for the first
quarter of 2001 was to decrease the rate we were required to pay by .023%, which
resulted in a reduction in interest expense of approximately $11,700 for the
first quarter ended March 31, 2001.

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<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 15 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.

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<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 HOLDINGS, L.P.
                                         (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)

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<PAGE>

                                 EXHIBIT INDEX


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

3.1 (aa)       Certificate of Limited Partnership of Petro Stopping Centers
               Holdings, L.P.

3.2 (aa)       Limited Partnership Agreement of Petro Stopping Centers Holdings,
               L.P., dated July 23, 1999

10.32*         Third Amended and Restated Revolving Credit and Term Loan
               Agreement, dated as of March 30, 2001, among Petro Stopping
               Centers, L.P., Fleet National Bank (formerly known as BankBoston,
               N.A.) and the other lending institutions listed on Schedule 1
               hereto and Fleet National Bank (formerly known as BankBoston,
               N.A.), as Agent, First Union National Bank, as Documentation
               Agent and Fleet Securities, Inc. as Arranger.
---------

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

  *  Filed herewith.

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