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

            Delaware                                      74-2699614
     (State or other jurisdiction of                    (IRS Employer
     incorporation or organization)                  Identification No.)


          6080 Surety Dr.
          El Paso, Texas                                    79905
 (Address of principal executive offices)                (Zip Code)


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


     Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
Yes   X     No
    -----      -----

     Indicate the number of shares outstanding of each of the issuer's classes
of common stock, as of the latest practicable date:  As of March 31, 2001, the
number of shares outstanding of the registrant's only class of common stock was
2,500.

     The registrant, Petro 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 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 FINANCIAL CORPORATION
                       NOTES TO UNAUDITED BALANCE SHEETS


(1)  Company Formation and Description of Business

Company Formation

     Petro Financial Corporation (the "Company") is a wholly-owned subsidiary of
Petro Stopping Centers, L.P. ("PSC") and was incorporated in February 1994 for
the sole purpose of acting as a co-obligor with PSC in the issuance of 100,000
units consisting of $100,000,000 12.5% Senior Notes due 2002 (the "Notes") and
100,000 exchangeable Debt Warrants (the "Warrants"). The Notes and Warrants were
recorded on the financial statements of PSC. In January 1997, PSC and the
Company, as co-obligors, issued $135,000,000 10.5% Senior Notes due 2007 (the
"10.5% Notes") and made a tender offer for all of, and repurchased approximately
94.0% of the Notes and approximately 100% of the Warrants. The remaining Notes
and the 10.5% Notes are recorded on the financial statements of PSC. The Company
has no employees and does not conduct any operations.

     On July 23, 1999, PSC, consummated several transactions collectively
referred to as the Recapitalization. Among other things, Petro Stopping Centers
Holdings, L.P. ("Holdings") was created as a holding company, and PSC and the
Company became subsidiaries of Holdings. The Recapitalization had no effect on
the recorded amounts of the Company's assets and stockholder's equity accounts.

(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
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 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-1 (Registration No. 33-76154) on April 26, 1994.

                                       5