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                      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, 1999


                        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.                                              79905
     EL PASO, TEXAS                                             (Zip Code)
(Address of principal executive offices)


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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                         PART 1. Financial Information

Item 1. Financial Statements

                          PETRO FINANCIAL CORPORATION
                           UNAUDITED BALANCE SHEETS


<TABLE>
<CAPTION>
                                                          December 31, March 31,
                                                              1998        1999
                                                              ----        ----
                               Assets
<S>                                                          <C>         <C>   
Current assets:                                                                
       Cash                                                  $1,000      $1,000 
                                                             ------      ------ 
            Total assets                                     $1,000      $1,000 
                                                             ======      ====== 
                                                                                
                                                                                
          Stockholder's Equity                                                            
                                                                                
Common stock, $.01 par value:  authorized 10,000 shares:                        
        issued and outstanding 2,500 shares                  $   25      $   25 
Additional paid-in capital                                      975         975 
                                                             ------      ------ 
            Total stockholder's equity                       $1,000      $1,000 
                                                             ======      ====== 
</TABLE>
                                                                                

              See accompanying notes to unaudited balance sheets

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                          PETRO FINANCIAL CORPORATION
                       NOTES TO UNAUDITED BALANCE SHEETS


1) Organization and Basis of Presentation

     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 for 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
"New Notes") and made a tender offer for all of, and repurchased approximately
94% of the Notes and approximately 100% of the Warrants. The remaining Notes and
the New Notes are recorded on the financial statements of PSC. The Company has
no employees and does not conduct any operations.

     The accompanying 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.

     These condensed financial statements 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, 1998 ("1998 Form 10-
K").  Capitalized terms used in this report and not defined here have the
meaning ascribed to such terms in the 1998 Form 10-K.  In the opinion of
management of the Company, the accompanying financial statements contain all
adjustments necessary to present fairly the financial position of the Company at
December 31, 1998 and March 31, 1999.

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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.


                          PART II. Other Information

Item 6. Exhibits and Reports on Form 8-K

        (a)   Exhibits

              Exhibit 27-Financial Data Schedule
 
        (b)   Reports on Form 8-K

              The Registrant filed no reports on Form 8-K during the quarter
              ended March 31, 1999.

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                                  SIGNATURES
                                        

     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, 1999                           /s/ David A. Appleby
                                           ------------------------
                                           David A. Appleby
                                           Vice President of Finance
                                           (Chief Accounting Officer)

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                                 EXHIBIT INDEX


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

 27*                                       Financial Data Schedule



* Filed herewith.

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