<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 September 30, 2001


                        Commission file number 1-13018
                                               -------

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

                 Delaware                                74-2628339
      (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, L.P.
                     UNAUDITED CONSOLIDATED BALANCE SHEETS
                                (in thousands)

<TABLE>
<CAPTION>
                                                                 December 31,       September 30,
                                                                     2000               2001
                                                                 ------------       -------------
<S>                                                              <C>                <C>
                              Assets
Current assets:
    Cash and cash equivalents                                        $ 10,070            $ 16,700
    Trade accounts receivable, net                                      6,835               4,511
    Inventories, net                                                   23,022              23,195
    Other current assets                                                2,070               1,776
    Due from affiliates                                                 3,545               3,196
                                                                 ------------       -------------

        Total current assets                                           45,542              49,378

Property and equipment, net                                           218,318             223,949
Deferred debt issuance costs, net                                       8,681               7,964
Other assets                                                           14,088              11,857
                                                                 ------------       -------------
        Total assets                                                 $286,629            $293,148
                                                                 ============       =============


               Liabilities and Partners' Capital (Deficit)

Current liabilities:
    Current portion of long-term debt                                $  1,264            $ 11,540
    Trade accounts payable                                              5,685               6,294
    Accrued expenses and other liabilities                             21,838              24,314
    Due to affiliates                                                  29,902              27,208
                                                                 ------------       -------------

        Total current liabilities                                      58,689              69,356

Long-term debt, excluding current portion                             207,316             202,686
                                                                 ------------       -------------
        Total liabilities                                             266,005             272,042
                                                                 ------------       -------------

Commitments and contingencies

Partners' capital (deficit):
    General partners'                                                    (249)               (248)
    Limited partners'                                                  20,873              21,354
                                                                 ------------       -------------
        Total partners' capital (deficit)                              20,624              21,106
                                                                 ------------       -------------

        Total liabilities and partners' capital (deficit)            $286,629            $293,148
                                                                 ============       =============
</TABLE>


      See accompanying notes to unaudited consolidated financial statements.


                                       1
<PAGE>

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



<TABLE>
<CAPTION>
                                                             Three Months Ended                Nine Months Ended
                                                                September 30,                    September 30,
                                                           ----------------------           -----------------------
                                                             2000          2001               2000           2001
                                                           --------      --------           --------       --------
<S>                                                        <C>           <C>                <C>            <C>
Net revenues:
  Fuel (including motor fuel taxes)                        $198,519      $172,312           $548,779       $538,550
  Non-fuel                                                   58,266        65,059            163,636        175,052
                                                           --------      --------           --------       --------
      Total net revenues                                    256,785       237,371            712,415        713,602

Costs and expenses:
  Cost of sales
     Fuel (including motor fuel taxes)                      186,390       160,462            514,018        505,172
     Non-fuel                                                24,710        25,439             68,025         71,619
  Operating expenses                                         28,787        31,784             82,335         90,520
  General and administrative                                  4,641         4,946             13,691         14,524
  Depreciation and amortization                               4,197         4,439             11,961         13,219
  Gain on disposition of fixed assets                             -           (59)               (59)           (59)
                                                           --------      --------           --------       --------
    Total costs and expenses                                248,725       227,011            689,971        694,995
                                                           --------      --------           --------       --------

    Operating income                                          8,060        10,360             22,444         18,607

Equity in income (loss) of affiliate                            (22)          111               (111)            68
Interest income                                                  74            33                255            159
Interest expense, net                                        (5,419)       (5,991)           (15,386)       (18,350)
                                                           --------      --------           --------       --------

    Net income                                             $  2,693      $  4,513           $  7,202       $    484
                                                           ========      ========           ========       ========
</TABLE>

     See accompanying notes to unaudited consolidated financial statements.

                                       2
<PAGE>

                         PETRO STOPPING CENTERS, L.P.
  UNAUDITED CONSOLIDATED STATEMENTS OF CHANGES IN PARTNERS' CAPITAL (DEFICIT)
                 For the Nine Months Ended September 30, 2001
                                (in thousands)



                                          General                      Total
                                         Partners'      Limited      Partners'
                                          Capital      Partners'      Capital
                                         (Deficit)      Capital      (Deficit)
                                         ---------     ---------     ---------

Balances, December 31, 2000                  $(249)      $20,873       $20,624
 Partners' minimum tax distributions             -            (2)           (2)
 Net income                                      1           483           484
                                         ---------     ---------     ---------
Balances, September 30, 2001                 $(248)      $21,354       $21,106
                                         =========     =========     =========


    See accompanying notes to unaudited consolidated financial statements.


                                       3
<PAGE>

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

<TABLE>
<CAPTION>
                                                                                        Nine Months Ended
                                                                                          September 30,
                                                                                      2000             2001
                                                                                    --------         --------
<S>                                                                                 <C>              <C>
Cash flows from operating activities:
  Net income                                                                        $  7,202         $    484
  Adjustments to reconcile net income to net cash provided by
       operating activities:
    Depreciation and amortization                                                     11,961           13,219
    Deferred debt issuance cost amortization and accretion of original
       issue discount                                                                  1,076            1,860
    Bad debt expense                                                                     229              210
    Equity in (income) loss of affiliate                                                 111              (68)
    Gain on disposition of fixed assets                                                  (59)             (59)
  Increase (decrease) from changes in:
    Trade accounts receivable                                                         (1,479)           2,114
    Inventories                                                                       (1,296)            (173)
    Other current assets                                                                (634)             294
    Due from affiliates                                                                  (22)             349
    Due to affiliates                                                                 10,079           (2,694)
    Trade accounts payable                                                            (6,530)             609
    Accrued expenses and other liabilities                                             1,600            2,476
                                                                                    --------         --------
        Net cash provided by operating activities                                     22,238           18,621
                                                                                    --------         --------
Cash flows from investing activities:
  Proceeds from disposition of fixed assets                                              126              109
  Purchases of property and equipment                                                (32,224)         (16,738)
  Increase (decrease) in other assets, net                                              (910)             137
                                                                                    --------         --------
        Net cash used in investing activities                                        (33,008)         (16,492)
                                                                                    --------         --------
Cash flows from financing activities:
  Repayments of bank debt                                                            (12,100)         (18,500)
  Proceeds from bank debt                                                             27,000           25,100
  Repayments of long-term debt and capital lease                                        (622)          (1,013)
  Partners' minimum tax distributions                                                 (1,338)              (2)
  Payment of debt issuance and modification costs                                        (48)          (1,084)
                                                                                    --------         --------
         Net cash provided by financing activities                                    12,892            4,501
                                                                                    --------         --------

  Net increase in cash and cash equivalents                                            2,122            6,630
  Cash and cash equivalents, beginning of period                                      13,394           10,070
                                                                                    --------         --------
  Cash and cash equivalents, end of period                                          $ 15,516         $ 16,700
                                                                                    ========         ========
Supplemental cash flow information--
  Interest paid during the period, net of capitalized interest
    of $717 and $87 in 2000 and 2001                                                $ 17,585         $ 19,924
</TABLE>

    See accompanying notes to unaudited consolidated financial statements.


                                       4
<PAGE>

                      PETRO STOPPING CENTERS, 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, 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 September 30, 2001, the
results of operations for the three and nine months ended September 30, 2000 and
September 30, 2001, changes in partners' capital (deficit) for the nine months
ended September 30, 2001, and cash flows for the nine months ended September 30,
2000 and September 30, 2001.  The results of operations for the three and nine
months ended September 30, 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 $60.4 million and $56.1
million for the three month periods ended September 30, 2000 and September 30,
2001, respectively, and $176.7 million and $170.2 million for the nine month
periods ended September 30, 2000 and September 30, 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 other than the two ten-year supply agreements with
Mobil Oil Corporation ("Mobil") entered in July 1999 and has engaged in only
limited hedging activities.  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 September 30, 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 September 30, 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 September
30, 2001, the swap agreement had a notional amount of $19.4 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.  For the nine
months ended September 30, 2001, the effect of the swap was to increase the rate
the Company was required to pay by 1.33%, which resulted in an increase in
interest expense of approximately $197,200 for the nine months ended September
30, 2001.  The swap agreement expires on December 31, 2001 and had an
insignificant fair value as of September 30, 2001.

     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

                                  (continued)

                                       5
<PAGE>

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


does not anticipate any non-performance.  The Company does not obtain collateral
or other security to support financial instruments subject to credit risk, but
monitors the credit standing of counterparties.

(3)  Environmental Matters

     As previously discussed in Note (14) to the Notes to Consolidated Financial
Statements in the 2000 Form 10-K, the Company was a party to a proceeding with
the United States Environmental Protection Agency ("EPA") regarding the waste
oil storage and recycling plant in Patterson, Stanislaus County, California (the
"Patterson Site").  The Company and approximately 20 of the other companies
identified by the EPA have worked together to develop and carry out a plan of
action for completion of the removal activities required by the EPA pursuant to
the Order (the "Patterson Response Group").  The Patterson Response Group has
completed all of the work mandated by the EPA at the Patterson Site and has
received a final settlement and release from the EPA.

(4)  Segments

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

     The Company operates 35 multi-service truck stops in the United States.
The Company'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 its 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 September 30, 2000 and September 30, 2001,
the revenues generated from the company-operated truck stops were $255.3 million
and $231.2 million, respectively, and $708.2 million and $704.6 million for the
nine months ended September 30, 2000 and September 30, 2001, respectively.

     As of September 30, 2001, the Company is franchisor to 19 Petro Stopping
Center locations.  The Company collects royalties and fees in exchange for the
use of its tradenames and trademarks and for certain services provided to the
franchisees.  Franchise fees are based generally upon a percentage of the
franchisee's sales. During the three months ended September 30, 2000 and
September 30, 2001, the revenues generated from the Company's franchise truck
stop operations were $1.5 million and $6.2 million, respectively, and $4.2
million and $9.0 million for the nine months ended September 30, 2000 and
September 30, 2001, respectively.  The increase in franchise revenue for the
three and nine months ended September 30, 2001 is due to a $5.0 million payment
for the early termination of four franchise agreements. These revenues, which
include initial franchise fees and other revenue types, are combined 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.

(5)  Recently Issued Accounting Pronouncements

     In July 2001, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 142, "Goodwill and Other Intangible Assets"
("SFAS No. 142").  SFAS No. 142 requires goodwill and intangible assets with
indefinite useful lives to no longer be amortized, but instead tested for
impairment at least annually in accordance with the provisions of SFAS No. 142.
SFAS No. 142 also requires that intangible assets with definite useful lives be
amortized over their respective estimated useful lives to their estimated
residual values, and reviewed for impairment in accordance with Statement of
Financial Accounting Standards No. 121, "Accounting for the Impairment of Long-
Lived Assets and for Long-Lived Assets to be Disposed Of" ("SFAS No. 121").  Any
goodwill and intangible assets determined to have an indefinite useful life that
are acquired in a purchase business combination completed after June 30, 2001
will not be amortized, but will continue to be evaluated for impairment in
accordance with the appropriate pre-SFAS No. 142 accounting literature.
Goodwill and intangible assets acquired in business combinations completed
before July 1, 2001 will continue to be amortized prior to the adoption of SFAS
No. 142.  Adoption of SFAS No. 142 is effective January 1, 2002.  Management has
not yet assessed the impact of adopting SFAS No. 142 on the Company's financial
statements.

     In July 2001, the Financial Accounting Standards Board issued Statement of
Financial Accounting Standards No. 143, "Accounting for Asset Retirement
Obligations" ("SFAS No. 143").  SFAS No. 143 provides accounting guidance for
retirement obligations, for which there is a legal obligation to settle,
associated with tangible long-lived

                                  (continued)

                                       6
<PAGE>

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

assets. SFAS No. 143 requires that asset retirement costs be capitalized as part
of the cost of the related long-lived asset and such costs should be allocated
to expense by using a systematic and rational method. The statement requires
that the initial measurement of the asset retirement obligation be recorded at
fair value and the use of an allocation approach for subsequent changes in the
measurement of the liability. Upon adoption of SFAS No. 143, an entity will use
a cumulative-effect approach to recognize transition amounts for any existing
asset retirement obligation liability, asset retirement costs and accumulated
depreciation. SFAS No. 143 is effective for fiscal years beginning after June
15, 2002. Management has not yet assessed the impact of adopting SFAS No. 143 on
the Company's financial statements.

     In October 2001, the Financial Accounting Standards Board issued Statement
of Financial Accounting Standards No. 144, "Accounting for the Impairment or
Disposal of Long-Lived Assets" ("SFAS No. 144").  While SFAS No. 144 supersedes
SFAS No. 121, it retains many of the fundamental provisions of that Statement.
SFAS No. 144 is effective for fiscal years beginning after December 15, 2001.
Management has not yet assessed the impact, if any, of adopting SFAS No. 144 on
the Company's financial statements.

                                       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 operate 35 multi-service truck stops in the United States.  Our
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 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 September 30, 2000 and September 30, 2001, the revenues generated from our
company-operated truck stops were $255.3 million and $231.2 million,
respectively, and $708.2 million and $704.6 million for the nine months ended
September 30, 2000 and September 30, 2001, respectively.

     As of September 30, 2001, we are franchisor to 19 Petro Stopping Center
locations.  We collect royalties and fees in exchange for the use of our
tradenames and trademarks and for certain services provided to the franchisees.
Franchise fees are based generally upon a percentage of the franchisee's sales.
During the three months ended September 30, 2000 and September 30, 2001, the
revenues generated from our franchise truck stop operations were $1.5 million
and $6.2 million, respectively, and $4.2 million and $9.0 million for the nine
months ended September 30, 2000 and September 30, 2001, respectively. The
increase in franchise revenue for the three and nine months ended September 30,
2001 is due to a $5.0 million payment for the early termination of four
franchise agreements. These revenues, which include initial franchise fees and
other revenue types, are combined 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.

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

                        SUMMARY OF SOURCES OF REVENUES

<TABLE>
<CAPTION>
                                    Three Months Ended September 30,           Nine Months Ended September 30,
                                   ----------------------------------        ----------------------------------
                                         2000              2001                   2000               2001
                                   ---------------    ---------------        ---------------    ---------------
                                                              (dollars in thousands)
<S>                                <C>       <C>      <C>       <C>          <C>       <C>      <C>       <C>
Fuel                               $198,519   77.3%   $172,312   72.6%       $548,779   77.0%   $538,550   75.5%
Non-Fuel (excluding restaurants)     42,191   16.4%     48,734   20.5%        118,087   16.6%    128,488   18.0%
Restaurant                           16,075    6.3%     16,325    6.9%         45,549    6.4%     46,564    6.5%
                                   ---------------    ---------------        ---------------    ---------------
Total Net Revenue                  $256,785  100.0%   $237,371  100.0%       $712,415  100.0%   $713,602  100.0%
                                   ===============    ===============        ===============    ===============
</TABLE>

                                       8
<PAGE>

     Our fuel revenues and cost of sales include a significant amount of federal
and state motor fuel taxes.  Such taxes were $60.4 million and $56.1 million for
the three month periods ended September 30, 2000 and September 30, 2001,
respectively, and $176.7 million and $170.2 million for the nine month periods
ended September 30, 2000 and September 30, 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 Petro Stopping
Centers network since 1997:

                                             As of September 30,
                                   ----------------------------------------
                                   1997     1998     1999     2000     2001
                                   ----     ----     ----     ----     ----
   Company-operated                  28       28       29       33       35
   Franchise operation               17       21       22       23       19
                                   ----     ----     ----     ----     ----
    Total Petro Stopping Centers     45       49       51       56       54
                                   ====     ====     ====     ====     ====


     The following table sets forth information on Petro Stopping Centers opened
from September 30, 1997 through September 30, 2001, all but three of which are
full-sized facilities.

               Location                           Date Opened
               --------                           -----------

     Company-operated:
          Wheeler Ridge, California               June 1999
          Jackson, Mississippi                    November 1999
          Mebane, North Carolina                  April 2000
          Glendale, Kentucky                      June 2000
          Carlisle, Pennsylvania                  September 2000
          Los Hanos, California                   November 2000
          North Las Vegas, Nevada                 January 2001

     Franchise operation:
          Claysville, Pennsylvania                November 1997
          Breezewood, Pennsylvania                February 1998
          Milton, Pennsylvania                    March 1998
          Monee, Illinois                         April 1998
          Racine, Wisconsin                       December 1999
          Oak Grove, Missouri                     April 2001



     In August 2001 we signed an agreement for a future franchise location in
Frystown, Pennsylvania.  In October 2001 we signed an agreement for a new
franchise truck stop located in Glade Spring, Virginia which commenced operation
during that month.

     As previously reported, the franchise operations located in Lake Station
and Lowell, Indiana, Benton Harbor, Michigan, and Fort Chiswell, Virginia were
sold and ceased operations as Petro Stopping Centers in August 2001.  We
received $5.0 million in compensation for the early termination of these
franchise agreements which has been recorded as a component of non-fuel
revenues.  Management does not expect any material adverse affect on our
financial position or results of operations due to the loss of these franchise
locations from our network.

Liquidity and Capital Resources

     At September 30, 2001 our principal sources of liquidity were:

     .    $18.8 million of available borrowing capacity under the $60.0 million
          revolving credit portion of our senior amended credit facility; and

     .    Cash flows from operations, which provided $22.2 million and $18.6
          million for the nine months ended September 30, 2000 and September 30,
          2001, respectively. The decrease for the first nine months of 2001

                                       9
<PAGE>

          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 and
          other current liabilities.

     Our amended senior credit facility consists of a $60.0 million revolving
credit facility and a $40.0 million original principal term loan.  At September
30, 2001, we had outstanding under our revolving credit facility approximately
$3.8 million in standby letters of credit and approximately $34.8 million in
additional borrowings outstanding. Principal payments on the term loan are due
quarterly, beginning September 30, 2000.  The first sixteen quarterly payments
due are $250,000 each.

     Under our amended senior credit facility, any principal amount outstanding
at July 23, 2002 will automatically convert to a term loan A. Following this
conversion, $25.0 million will continue to be available on a revolving basis
until maturity at July 23, 2004. The outstanding balance under term loan A will
be amortized in eight equal quarterly installments following the conversion. As
of September 30, 2001, we estimate these quarterly installments will approximate
$4.4 million each.

     We had negative working capital of $13.1 million and $20.0 million at
December 31, 2000 and September 30, 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 82.4% 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 $16.7 million for the nine months ended
September 30, 2001, of which approximately $4.3 million was spent on existing
Petro Stopping Centers and approximately $12.4 million was spent on the
construction of new facilities opened since January 1, 2000.

     We currently expect to invest approximately $4.6 million during the
remainder of 2001 on capital expenditures. Of this amount, we believe
approximately $1.3 million will be spent on new sites and $3.3 million will be
spent on regular capital maintenance and volume building projects.  These
capital outlays will be funded through borrowings under our amended 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 nine months ended September 30, 2001, we paid $8.2 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 nine months
ended September 30, 2001, aggregated provisions amounted to approximately $10.5
million.  At September 30, 2001, the aggregated accrual amounted to
approximately $6.9 million, which we believe is adequate to cover both reported
and incurred but not reported claims.

     As previously discussed in Note (14) to the Notes to Consolidated Financial
Statements in the 2000 Form 10-K, we were a party to a proceeding with the
United States Environmental Protection Agency ("EPA") regarding the waste oil
storage and recycling plant in Patterson, Stanislaus County, California (the
"Patterson Site"). We and approximately 20 of the other companies identified by
the EPA have worked together to develop and carry out a plan of action for
completion of the removal activities required by the EPA pursuant to the Order
(the "Patterson Response Group"). The Patterson Response Group has completed all
of the work mandated by the EPA at the Patterson Site and has received a final
settlement and release from the EPA.

     We believe that internally generated funds, together with amounts available
under our amended senior credit facility, will be sufficient to satisfy our cash
requirements for operations and debt retirement 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 the
amended senior credit facility.

Results of Operations

Nine months Ended September 30, 2001 Compared to Nine months Ended September 30,
2000

     Overview.  During the first nine months of 2001, we were impacted by a
slowing economy, high fuel prices, reduced freight shipments, and decreased
customer traffic.  Although our net revenues increased, the increase was
primarily due to a $5.0 million payment for the early termination of the four
franchise agreements previously disclosed and an increase in sales at our retail
stores and lube facilities due to the addition of our new Company-operated
sites. Our net revenues of $713.6 million increased 0.2% in the first nine
months of 2001 from $712.4 million in the first nine

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<PAGE>

months of 2000. On a comparable unit basis, net revenues decreased by 8.6% to
$623.6 million from $682.5 million in the prior year due to a decrease in both
our average retail-selling price and the volume of fuel gallons sold. 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. Operating expenses
increased 9.9% to $90.5 million from $82.3 million in the prior year due mainly
to employee-related costs, utility expenses, and property tax expenses relating
in part to the addition of our five new truck stop locations opened since
January 1, 2000. General and administrative expenses increased 6.1% to $14.5
million compared to $13.7 million in the prior year primarily due to legal and
other expenses associated with the early termination of the four franchise
agreements, expenses associated with the amendment of our senior credit
facility, and higher employee-related costs which includes a $435,000 severance
pay out related to personnel changes.

     Fuel.  Revenues decreased 1.9% to $538.6 million in the first nine months
of 2001 compared to $548.8 million in the first nine months of 2000, primarily
due to a 1.0% decrease in our average retail-selling price and a 0.9% or 3.6
million gallon decrease in fuel volumes.  Gross profits decreased by 4.0% to
$33.4 million in the first nine months of 2001 compared to $34.8 million in the
prior year due to lower fuel volumes.  On a comparable unit basis, fuel revenues
decreased 10.6% due to a 0.7% decrease in our average retail-selling price and a
10.0% decrease in fuel volumes compared to the prior year.  Gross profits
decreased by 12.0% or $4.1 million in the first nine months of 2001 compared to
the prior year.  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 high fuel prices and a slowdown in
freight.

     Non-Fuel (excluding restaurant).  Revenues increased 8.8% to $128.5 million
in the first nine months of 2001 from $118.1 million in the first nine months of
2000.  Gross profits increased 11.4% to $70.3 million in the first nine months
of 2001 from $63.1 million in the first nine months of 2000.  The increases in
non-fuel revenues and gross profits are primarily due to a $5.0 million payment
for the early termination of the four franchise agreements and a 4.9% or $4.4
million increase in sales at our retail stores and lube facilities due to the
addition of our new Company-operated sites. On a comparable unit basis, non-fuel
revenues decreased 0.4% or $492,000 compared to the prior year while gross
profits increased 2.6% or $1.6 million compared to the prior year.  We believe
the decrease in revenues is primarily due to a decrease in customer traffic
associated with a weaker demand for diesel fuel attributable to high fuel prices
and a  slowdown in freight.  The increase in gross profits is primarily due to
the $5.0 million payment for the early termination of the four franchise
agreements, offset by a $2.1 million decrease in gross profits at our retail
stores and lube facilities.

     Restaurant.  Revenues increased 2.2% to $46.6 million in the first nine
months of 2001 compared to $45.5 million in the first nine months of 2000,
primarily due to the addition of our new Company-operated sites.  Gross profits
in the restaurants improved by 2.0% or $649,000.  On a comparable unit basis,
restaurant revenues decreased 6.5% or $2.9 million compared to the prior year,
while gross profits decreased by 6.6% or $2.1 million.  We believe these
decreases are primarily due to a decrease in customer traffic associated with a
weaker demand for diesel fuel attributable to high fuel prices and a slowdown in
freight.

     Costs and Expenses.  Total costs and expenses increased 0.7% to $695.0
million in the first nine months of 2001 compared to $690.0 million in the first
nine months of 2000. Cost of sales decreased $5.3 million or 0.9% from the prior
year primarily due to the decrease in fuel volumes.  Operating expenses
increased 9.9% or $8.2 million to $90.5 million in the first nine months of 2001
compared to the prior year.  The increase is primarily due to a $4.6 million
increase in employee-related costs, a $1.5 million increase in utility expense,
and a $991,000 increase in property tax expenses relating in part to the
addition of our five new truck stop locations.  On a comparable unit basis,
total costs and expenses decreased 8.2% or $53.9 million compared to the prior
year.  On a comparable unit basis, cost of sales decreased $54.4 million or 9.8%
from the prior year due to a decrease in fuel volumes.  On a comparable unit
basis, operating expenses were consistent with the prior year, despite the fact
that property tax expenses, insurance expense, and utility expenses increased by
$815,000, $672,000, and $520,000, respectively.  General and administrative
expenses increased 6.1% to $14.5 million compared to $13.7 million in the prior
year primarily due to an increase of $270,000 in employee-related costs which
includes a $435,000 severance pay out related to personnel changes, $329,000 of
legal and other expenses associated with the early termination of the four
franchise agreements, and $163,000 of expenses associated with the amendment of
our senior credit facility.

     Equity in Income (Loss) of Affiliate.  We recognized $68,000 of income in
the first nine months of 2001 related to our investment in the Wheeler Ridge
facility in Southern California compared to a $111,000 loss in the prior year.
This Petro Stopping Center began operations in June 1999.

                                       11
<PAGE>

     Interest Expense, net.  Interest expense, net, increased 19.3% or $3.0
million to $18.4 million in the first nine months of 2001 compared to the first
nine months of 2000. The increase in interest expense, net, is primarily due to
increased borrowings in the first nine months of 2001 compared to the prior
year, a decrease in capitalized interest due to less new site construction in
the current year, in addition to the write-off of $629,000 of unamortized
deferred debt issuance costs associated with the amendment of our senior credit
facility.

Three Months Ended September 30, 2001 Compared to Three Months Ended September
30, 2000

     Overview.  During the three months ended September 30, 2001, we were
impacted by a continued slow economy, reduced freight shipments, and decreased
customer traffic.  Our net revenues decreased due to a decrease in fuel revenues
as a result of a decrease in both our average retail-selling price and volume of
fuel gallons sold, offset by the $5.0 million payment for the early termination
of the four franchise agreements previously disclosed.  Our net revenues of
$237.4 million decreased 7.6% in the third quarter of 2001 from $256.8 million
in the third quarter of 2000. On a comparable unit basis, net revenues decreased
by 14.6% to $205.2 million from $240.2 million in the prior year quarter,
primarily due to a decrease in both our average retail-selling price and volume
of fuel gallons sold.  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.  Operating expenses increased 10.4% to $31.8 million from $28.8
million in the prior year quarter due mainly to employee-related costs and
property tax expenses. General and administrative expenses increased 6.5% to
$4.9 million compared to $4.6 million in the prior year quarter primarily due to
legal and other expenses associated with the early termination of the four
franchise agreements.

     Fuel.  Revenues decreased 13.2% to $172.3 million in the third quarter of
2001 compared to $198.5 million in the third quarter of 2000, primarily due to a
7.6% decrease in our average retail-selling price and a 6.0% or 8.3 million
gallon decrease in fuel volumes.  Gross profits decreased by 2.3% to $11.9
million in the third quarter of 2001 compared to $12.1 million in the prior year
quarter due to a decrease in fuel volumes.  On a comparable unit basis, fuel
revenues decreased 19.9% due to an 8.0% decrease in our average retail-selling
price and a 13.0% decrease in fuel volumes compared to the prior year quarter.
Gross profits decreased by 11.0% or $1.3 million in the third quarter of 2001
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 slowdown in freight.

     Non-Fuel (excluding restaurant).  Revenues increased 15.5% to $48.7 million
in the third quarter of 2001 from $42.2 million in the third quarter of 2000.
The increase in non-fuel revenues is primarily due to a $5.0 million payment for
the early termination of the four franchise agreements and a 3.4% or $1.1
million increase in sales at our retail stores and lube facilities due to the
addition of our new Company-operated sites.  Gross profits increased 27.2% to
$28.0 million in the third quarter of 2001 from $22.0 million in the third
quarter of 2000.  The increase in gross profits is primarily due to the $5.0
million payment for the early termination of the four franchise agreements.  On
a comparable unit basis, non-fuel revenues increased 7.0% or $2.8 million
compared to the prior year quarter and gross profits increased 19.0% or $4.0
million compared to the prior year quarter.  These increases are primarily due
to the $5.0 million payment for the early termination of the four franchise
agreements, offset by a $745,000 decrease in gross profits at our retail stores
and lube facilities.

     Restaurant.  Revenues increased 1.6% to $16.3 million in the third quarter
of 2001 compared to $16.1 million in the third quarter of 2000, primarily due to
the addition of our new Company-operated sites. Gross profits in the restaurants
improved by 0.6% or $67,000.  On a comparable unit basis, restaurant revenues
decreased 6.6% or $1.0 million compared to the prior year quarter, while gross
profits decreased by 7.4% or $810,000.  We believe these decreases are primarily
due to a decrease in customer traffic associated with a weaker demand for diesel
fuel attributable to the continued slowdown in freight.

     Costs and Expenses.  Total costs and expenses decreased 8.7% to $227.0
million in the third quarter of 2001 compared to $248.7 million in the third
quarter of 2000. Cost of sales decreased $25.2 million or 11.9% from the prior
year quarter primarily due to the decrease in fuel volumes. Operating expenses
increased 10.4% to $31.8 million in the third quarter of 2001 compared to $28.8
million in the prior year quarter. The increase is primarily due to a $1.7
million increase in employee-related costs and an $855,000 increase in property
tax expenses. On a comparable unit basis, total costs and expenses decreased
15.7% or $36.6
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<PAGE>

million compared to the prior year quarter. On a comparable unit basis, in the
third quarter of 2001, cost of sales decreased $36.9 million or 18.8% from the
prior year quarter due to a decrease in fuel volumes. On a comparable unit
basis, operating expenses slightly increased 1.5% or $394,000 to $27.5 million
compared to the prior year quarter, despite the fact that property tax and
insurance expenses increased $805,000 and $329,000, respectively. General and
administrative expenses increased 6.5% to $4.9 million compared to $4.6 million
in the prior year quarter primarily due to $290,000 of legal and other expenses
associated with the early termination of the four franchise agreements.

     Equity in Income (Loss) of Affiliate.  We recognized $111,000 of income
related to our investment in the Wheeler Ridge facility in Southern California
compared to a $22,000 loss in the third quarter of 2000.  This Petro Stopping
Center began operations in June 1999.

     Interest Expense, net.  Interest expense, net, increased 10.6% or $572,000
to $6.0 million in the third quarter of 2001 compared to the third quarter of
2000. The increase in interest expense, net, is primarily due to increased
borrowings in the current year 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 September 30, 2001, we were party to an interest rate swap agreement.
At September 30, 2001, the swap agreement had a notional amount of $19.4
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.  For the nine months ended
September 30, 2001, the effect of the swap was to increase the rate we were
required to pay by 1.33%, which resulted in an increase in interest expense of
approximately $197,200 for the nine months ended September 30, 2001.

                                       13
<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 16 of this Quarterly Report.

     (b)  Reports on Form 8-K

     The Registrant filed no reports on Form 8-K during the quarter ended
September 30, 2001.

                                       14
<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, L.P.
                                          (Registrant)


Date:  November 13, 2001          By:  /s/ J.A. Cardwell, Sr.
                                       -----------------------
                                       J.A. Cardwell, Sr.
                                       Chairman and Chief Executive Officer
                                       (on behalf of Registrant
                                       and as Registrant's
                                       Principal Executive Officer)

                                       15
<PAGE>

                                 EXHIBIT INDEX


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

3.1 (aa)    Amended and Restated Certificate of Limited Partnership of Petro
            Stopping Centers, L.P.

3.2 (bb)    Fourth Amended and Restated Limited Partnership Agreement of Petro
            Stopping Centers, L.P., dated July 23, 1999, by and among Petro
            Inc., as a General Partner and Petro Stopping Centers Holdings,
            L.P., Petro Holdings GP, L.L.C., and James A. Cardwell, Jr., as
            Limited Partners.

-------

(aa) Incorporated by reference. Filed with the Company's Current Report on Form
     8-K, filed on August 6, 1999.

(bb) Incorporated by reference.  Filed with the Company's Annual Report on Form
     10-K for the year ended December 31, 1996.

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