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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 SEPTEMBER 30, 1997


                        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 _____  No   X
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                          PETRO FINANCIAL CORPORATION

                                     Index

<TABLE> 
<CAPTION> 
                                                            Page No.
<S>                                                         <C>

PART I.   FINANCIAL INFORMATION
 
Item 1.   Financial Statements                                  3
 
          Notes to Unaudited Financial Statements               4
 
Item 2.   Management's Discussion and Analysis of
          Financial Condition and Results of Operations         5
 
PART II.  OTHER INFORMATION
 
Item 6.   Exhibits and Reports on Form 8-K                      5
 
SIGNATURES                                                      6
</TABLE>

                                       2
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                        PART 1.  Financial Information

Item 1.  Financial Statements

                          PETRO FINANCIAL CORPORATION
                            UNAUDITED BALANCE SHEET

<TABLE>
<CAPTION>
                                                                December 31,       September 30,               
                                                                   1996               1997                    
                                                                   ----               ----                    
<S>                                                             <C>                 <C>                           
                      ASSETS                                                                                 
Current assets:                                                    
       Cash                                                      $ 1,000             $ 1,000              
                                                                 -------             -------              
               Total assets                                      $ 1,000             $ 1,000              
                                                                 =======             =======              
                                                                                                                          
CONTINGENCIES                                                                                                             
-------------
                                                                                                                          
                 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 consolidated financial statements

                                       3
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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 are 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 99% of the Warrants. The New Notes are also
recorded on the financial statements of PSC. The Company has no employees and
does not conduct any operations.

          The interim financial statements of the Company are unaudited.  In the
opinion of management, the accompanying unaudited financial statements contain
necessary adjustments (consisting of only normal recurring adjustments) for
1997.

                                       4
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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

          Incorporated herein by reference is a list of Exhibits contained in
the Exhibit Index on page 6 of this Quarterly Report.

          (a)  Exhibits

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

               The Registrant filed a Form 8-K report on September 3, 1997 and a
               Form 8-K/A report on September 11, 1997, both related to - Item
               4.- Change in Registrant's Certifying Accountant.

                                       5
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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: November 12, 1997            /s/ Larry J. Zine
                                   -----------------------
                                   Executive Vice President, and
                                   Chief Financial Officer
                                   (Principal Financial Officer)

                                       6
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                                 EXHIBIT INDEX


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

27                                           Financial Data Schedule

                                       7