<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, 1999


                        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,          March 31,
                                                                                 1998                1999
                                                                           ---------------      ---------------
<S>                                                                        <C>                  <C>  
                              ASSETS
Current assets:
  Cash and cash equivalents                                                    $ 13,183               $ 11,762
  Trade accounts receivable, net                                                 10,631                 11,900
  Inventories, net                                                               16,459                 18,176
  Other current assets                                                            2,892                  2,324
  Due from affiliates                                                             1,163                  1,204
                                                                               --------               --------
     Total current assets                                                        44,328                 45,366
 
Property and equipment, net                                                     162,274                161,992
Deferred debt issuance costs, net                                                11,229                 10,841
Other assets                                                                      9,168                 10,195
                                                                               --------               --------
 
     Total assets                                                              $226,999               $228,394
                                                                               ========               ========
 
               LIABILITIES AND PARTNERS' CAPITAL (DEFICIT)
Current liabilities:
  Current portion of long-term debt                                            $  4,967               $  5,225
  Trade accounts payable                                                          4,214                  7,564
  Accrued expenses and other liabilities                                         21,439                 15,409
  Due to affiliates                                                              16,768                 21,307
                                                                               --------               --------
     Total current liabilities                                                   47,388                 49,505
 
 
Long-term debt, excluding current portion                                       176,361                174,864
                                                                               --------               --------
     Total liabilities                                                          223,749                224,369
                                                                               --------               --------
 
Commitments and contingencies
 
Mandatorily redeemable preferred partnership interests                           23,172                 23,686
 
Partners' capital (deficit):
  General partners                                                                 (915)                  (910)
  Limited partners                                                              (19,007)               (18,751)
                                                                               --------               --------
        Total partners' capital (deficit)                                       (19,922)               (19,661)
                                                                               --------               --------

        Total liabilities and partners' capital (deficit)                      $226,999               $228,394
                                                                               ========               ========
</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
                                                                                 March 31,
                                                                         1998                1999
                                                                  ------------------  ------------------
<S>                                                               <C>                 <C>
Net revenues (including motor fuel taxes):
  Fuel                                                              $        119,032    $        106,881 
  Non-fuel                                                                    30,933              33,556
  Restaurant                                                                  12,967              13,136 
                                                                    ----------------    ----------------
     Total net revenues                                                      162,932             153,573 
                                                                    ----------------    ----------------
 
Costs and expenses:
  Cost of sales (including motor fuel taxes)                                 126,771             116,341
  Operating expenses                                                          22,610              23,405
  General and administrative                                                   4,626               4,823
  Depreciation and amortization                                                3,706               3,267
                                                                    ----------------    ----------------

     Total costs and expenses                                                157,713             147,836
                                                                    ----------------    ----------------
 
     Operating income                                                          5,219               5,737
 
Interest expense, net                                                          5,017               4,962
                                                                    ----------------    ----------------
  
     Net income                                                     $            202    $            775
                                                                    ================    ================
</TABLE>
                                                                                


     See accompanying notes to unaudited consolidated financial statements

                                       2
<PAGE>
 
                         PETRO STOPPING CENTERS, L.P.
  UNAUDITED CONSOLIDATED STATEMENT OF CHANGES IN PARTNERS' CAPITAL (DEFICIT)
                   For the Three Months Ended March 31, 1999
                                (in thousands)


<TABLE>
<CAPTION>
                                                                                                             Total
                                                                                                           Partners'
                                                                General               Limited               Capital
                                                                Partners              Partners             (Deficit)
                                                         ----------------------  -------------------  --------------------
<S>                                                      <C>                     <C>                  <C>
Balances, December 31, 1998                                $       (915)            $    (19,007)        $     (19,922)   
                                                                                                                          
Accrual of preferred return on mandatorily                          (11)                    (503)                         
  redeemable preferred partnership interests                                                                      (514)   
                                                                                                                          
Net income                                                           16                      759                   775    
                                                         ---------------------   ------------------   -------------------
 
Balances, March 31, 1999                                   $       (910)            $    (18,751)        $     (19,661)
                                                         =====================   ==================   ===================
</TABLE>

     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>
                                                                                            Three Months Ended
                                                                                                  March 31,
                                                                                       1998                      1999
                                                                                   -----------                -----------        
<S>                                                                                <C>                        <C>
Cash flows provided by operating activities:
 Net income                                                                         $    202                   $    775
 Adjustments to reconcile net income to net cash
  provided by (used in) operating activities:
  Depreciation and amortization                                                        3,706                      3,267
  Deferred debt issuance cost amortization                                               396                        418
  Bad debt expense                                                                        55                         61
 Increase (decrease) from changes in:
  Trade accounts receivable                                                           (1,368)                    (1,330)
  Inventories                                                                            272                     (1,717)
  Other current assets                                                                   264                        568
  Due from affiliates                                                                    170                        (41)
  Due to affiliates                                                                       70                      4,539
  Trade accounts payable                                                              (1,667)                     3,350
  Accrued expenses and other liabilities                                              (8,336)                    (6,030)
                                                                                    --------                   --------
   Net cash provided by (used in) operating activities                                (6,236)                     3,860
                                                                                    --------                   --------
 
Cash flows used in investing activities:
 Purchases of property and equipment, net                                             (3,303)                    (2,958)
 Increase in other assets, net                                                          (812)                    (1,084)
                                                                                    --------                   --------
   Net cash used in investing activities                                              (4,115)                    (4,042)
                                                                                    --------                   --------
 
Cash flows provided by (used in) financing activities:
 Repayments of long-term debt and capital lease                                         (750)                    (1,239)
                                                                                    --------                   --------
   Net cash used in financing activities                                                (750)                    (1,239)
                                                                                    --------                   --------
Net decrease in cash and cash equivalents                                            (11,101)                    (1,421)
Cash and cash equivalents, beginning of period                                        24,796                     13,183
                                                                                    --------                   --------
Cash and cash equivalents, end of period                                            $ 13,695                   $ 11,762
                                                                                    ========                   ========
---------------------------------------------------------------------------------------------------------------------------------
Supplemental cash flow information -
 Interest paid during the period                                                    $  7,962                   $  7,932
 Non-cash financing activities:
  Preferred return on mandatorily redeemable
   preferred partnership interests                                                       503                        514
</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 condensed 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, 1998 ("1998 Form 10-K").
Capitalized terms used in this report and not defined herein have the meanings
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, the results of operations for the three months
ended March 31, 1998 and 1999 and cash flows for the three months ended March
31, 1998 and 1999. The results of operations for the three months ended March
31, 1999 are not necessarily indicative of the results to be expected for the
full calendar year.

2)   Segments

          The Company operates large, multi-service truck stops in the United
States. The Company's facilities, which are known as Petro Stopping Centers,
offer a broad range of products, services and amenities, including diesel fuel,
gasoline, home-style restaurants, truck preventive maintenance centers and
retail merchandise stores to the highway motorist. The Company has two
reportable operating segments, its corporate truck stops and its franchise
operations. The Company has aggregated its corporate truck stop operations 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.

          In addition to corporate truck stop operations, the Company is a
franchisor to 22 Petro Stopping Center locations as of April 1999. The Company
collects royalties and fees in exchange for the use of its name and for certain
services provided to the franchisees. During the three months ended March 31,
1998 and 1999, the revenues generated from the Company's franchise operations
were $961,000, and $1,046,000, respectively. These revenues are included in non-
fuel revenues reported on the accompanying consolidated statements of
operations. The Company does not allocate any expenses or assets in measuring
this segment's profit and loss.

                                       5
<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
1998 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 the Company'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. The Company cautions that these
statements are further qualified by important factors 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, "--
Operations", "--Liquidity and Capital Resources", "--Year 2000" and "--
Environmental".  The Company, in the preparation of its financial statements,
also makes various estimates and assumptions that are forward-looking
statements.

Recapitalization

        On January 30, 1997, the Company consummated a transaction entered into
in October 1996, under which Chartwell and Mobil Long Haul invested $20,700,000
and $15,000,000, respectively, to directly acquire the partnership interests of
the Company owned by the Fremont Partners for approximately $25,600,000 and
invest approximately $10,100,000 in the Company. The Cardwell Group maintained
its capital investment in the Company. Kirschner Investments, a Company
franchisee, invested $1,000,000 in the Company. Following the Equity Investment
and the Kirschner Investment, the common partnership interests of the Company
are owned by Chartwell (approximately 50.6%), the Cardwell Group (approximately
39.7%), Mobil Long Haul (approximately 7.3%), and Kirschner (approximately
2.4%), and the preferred partnership interests are owned by Mobil Long Haul
($12,000,000) and the Cardwell Group ($7,600,000). Chartwell and the Cardwell
Group own both general and limited partnership interests and Mobil Long Haul and
Kirschner own only limited partnership interests. Mobil Oil Company and the
Company also entered into certain supply and marketing agreements.

        As part of the Recapitalization, the Company issued $135,000,000 of 10
1/2% Senior Notes ("New Notes") due 2007, and repurchased approximately 94% of
its 12 1/2% Senior Notes due 2002 and approximately 100% of the outstanding Debt
Warrants. In connection with the issuance of the New Notes, the Company
capitalized approximately $14,500,000 of debt issuance costs and wrote off, as
an extraordinary item, $12,745,000 of debt restructuring costs associated with
the retired debt.

        The Company also amended its senior collateralized credit facility (the
"Old Credit Agreement" and, as amended, the "New Credit Agreement") at the time
of Recapitalization.  The New Credit Agreement consists of a $25,000,000
revolving credit facility, a $14,000,000 Term Loan A, a $30,000,000 Term Loan B
and a $40,000,000 Expansion Facility.

Business Developments

        In March 1999, the Company, certain of its Partners and Volvo Trucks
North America, Inc. ("Volvo") entered into letters of intent wherein Volvo
agreed in principle to acquire an interest in the Company. As part of the
transactions, it is contemplated that Chartwell, the Company's majority partner,
interest in Petro will be repurchased. Closing of the transactions are subject
to, among other matters, negotiation of definitive agreements, obtaining
additional financing, obtaining a new bank facility, obtaining amendments to the
New Notes Indenture (and a to be determined minimum percentage of the New Notes
holders waiving the change of control provisions of the indenture), and receipt
of regulatory approvals. Closing of the transactions are anticipated in June
1999, however, there can be no assurance that the transaction will occur by such
date or at all.


                                       6
<PAGE>

Operations

     The following table sets forth the development of the Company's Stopping
Center network since 1995.

 
<TABLE>
<CAPTION>
                                                               As of March 31,
                                                             ----------------
                                                  1995     1996     1997     1998     1999
                                                 -------  -------  -------  -------  -------
      <S>                                         <C>      <C>      <C>      <C>      <C>
     Company-operated Stopping Centers.........       25       26       26       28       28
     Franchised................................       14       15       16       20       21
     Independently operated....................        1        -        -        -        -
                                                    ----     ----     ----     ----     ----
       Total Stopping Centers..................       40       41       42       48       49
                                                    ====     ====     ====     ====     ====
</TABLE>
                                                                                
     The following table sets forth information on Stopping Centers opened since
March 31, 1995, all but two of which are full-sized facilities.


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

               Company-operated Stopping Centers:
                  Ocala, Florida                            June 1995
                  North Baltimore, Ohio                     August 1997
                  North Little Rock, Arkansas               September 1997
 
               Franchised:
                  York, Nebraska                            December 1996
                  Scranton, Pennsylvania                    May 1997
                  Claysville, Pennsylvania                  November 1997
                  Breezewood, Pennsylvania                  February 1998
                  Milton, Pennsylvania                      March 1998
                  Monee, Illinois                           April 1998

     In addition to the two full-sized facilities opened in 1997, the Company
opened Petro:Lubes at its Beaumont and Medford locations in January 1995 and
April 1996, respectively.  In August and November of 1998, the Company purchased
land in Mebane, North Carolina and Glendale, Kentucky, respectively, for the
future construction of two new Stopping Centers.  At March 31, 1999, the Company
had sites in various stages of development with no new Stopping Centers under
construction, with the exception of the facility being built in Southern
California pursuant to the Company's operating agreement with Tejon Development
Corporation ("Tejon").

     In April 1999, the Company opened a franchise location at Lowell, Indiana
and the Company believes it will add additional franchise locations during 1999.
 
     All franchises are operated under franchise agreements which, with the
exception of one, are for an initial ten-year term and are automatically renewed
for two consecutive five-year terms subject to the satisfaction of certain
conditions, unless the franchisee gives a termination notice at least 12 months
prior to the expiration of its franchise agreement with the Company.  One
franchise agreement has been amended so that its initial term is approximately
15 years (expiring on December 2001), and such agreement provides for only one
five-year renewal thereof.  The Company is currently in the process of
negotiating renewal franchise agreements for all of its franchises.

     The Company operates large, multi-service truck stops in the United States.
The Company's facilities, which are known as Petro Stopping Centers, offer a
broad range of products, services and amenities, including diesel fuel,
gasoline, home-style restaurants, truck preventive maintenance centers and
retail merchandise stores to the highway motorist.  The Company has two
reportable operating segments, its corporate truck stops and its franchise
operations.  The Company has aggregated its corporate truck stop operations 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.

     In addition to corporate truck stop operations, the Company is a franchisor
to 22 Petro Stopping Center locations as of April 1999.  The Company collects
royalties and fees in exchange for the use of its name and for certain services
provided to the franchisees.  During the three months ended March 31, 1998 and
1999, the revenues generated from the Company's franchise operations were
$961,000, and $1,178,000, respectively.  These revenues are included in non-fuel
revenues reported on the accompanying consolidated statements of operations.
The Company does not allocate any expenses or assets in measuring this segment's
profit and loss.

                                       7
<PAGE>
 

     The Company derives its revenues from (i) the sale of fuels, diesel and
gasoline; (ii) non-fuel items including the sale of merchandise and offering of
services including truck tire sales and preventative maintenance, weighing
scales, showers, laundry, video games and other operations, and (iii) restaurant
operations which include Iron Skillet and certain fast-food operations. The
presentation allows management to focus more closely on the major sources of
revenues of the business. The other operations included in non-fuel revenue
include franchise royalties and rental revenue from video poker operations in
Louisiana.
 
     The Company's fuel revenues and cost of sales include significant amounts
of federal and state motor fuel taxes.  Such taxes were $51,773,000 and
$51,792,000 for the three-month periods ended March 31, 1998 and 1999, 
respectively.

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

Results of Operations

Three Months Ended March 31, 1999 Compared to Three Months Ended March 31, 1998

     Overview.  The Company's net revenues of $153,573,000 fell below the net
revenues in the prior year quarter by 5.7% or $9,359,000.  The decrease of 10.2%
in fuel revenues versus the prior year is a result of a 10.5% decline in the
average retail-selling price per gallon.  The decrease in fuel revenues was
partially offset by an 8.5% and 1.3% increase in non-fuel and restaurant sales,
respectively, over the prior year.  Operating expenses increased 3.5% from the
prior year due mainly to employee related costs.  General and administrative
expenses increased 4.3% to approximately $4,823,000 compared to $4,626,000 in
the prior year.  This increase was due principally to employee related costs
from the Company's expanding operations during the current year.  Even though
net revenues fell below prior year, the Company's operating income increased
9.9% from the prior year, as a result of the diversified income stream.

     Fuel.  Revenues decreased 10.2% overall to $106,881,000 compared to
$119,032,000 in 1998.  Fuel revenues decreased primarily due to reductions in
pump prices stemming from lower fuel costs compared to 1998. Gross margin on
fuel was $9,258,000 for the three months ended March 31, 1999, compared to
$9,926,000 for the prior year period. On a per gallon basis, margins declined
approximately 6.9% compared to the prior year.

     Non-Fuel.  Revenues increased 8.5% overall to $33,556,000 from $30,933,000
in the prior year quarter. The increase in non-fuel revenues is primarily due to
increased oil, tire and repair part sales and sales at the Company's retail
stores.  Gross margins increased 9.9% to $18,534,000 in 1999 from $16,870,000 in
1998. Management believes the improved margins reflect continued focus on
improving the profitability in those areas.

     Restaurant.  Revenues increased 1.3% overall to $13,136,000, compared to
$12,967,000 in 1998. Management believes revenues were enhanced by changes in
the core menu including featured meal specials.  Gross margins in the
restaurants increased $74,000 over the prior year quarter.

     Costs and Expenses.  Total costs and expenses were 6.3% below the prior
year quarter primarily due to the reduction in cost of sales.  Cost of sales
decreased 8.2% or $10,430,000 compared to prior year mainly due to the reduced
fuel costs experienced during the current year.  Operating expenses increased
$795,000, or 3.5%, to $23,405,000.  The increase is mainly due to employee
related expenses.  General and administrative expenses increased 4.3% or
$197,000 principally due to employee related expenses from the Company's
expanding operations.

     Interest Expense, net.  Interest expense decreased $55,000 to $4,962,000
during the first quarter of 1999 due primarily to lower debt levels as a result
of principal payments and a .25% per annum decrease in interest rates on Term
Loans A and B beginning March 31, 1998.

                                       8
<PAGE>
 
Liquidity and Capital Resources

     Capital expenditures through the first three months totaled $3,303,000 for
1998 and $2,958,000 for 1999. Included in capital expenditures for both 1998 and
1999 were funds spent on new and existing facilities, in addition to information
systems projects.

     The Company had negative working capital of $3,060,000 at December 31, 1998
and $4,139,000 at March 31, 1999. Negative working capital is normal in the
truckstop industry. Diesel fuel inventory turns every two to three days, which
is significantly faster than payment is required. A substantial majority of the
Company's sales are cash (or the equivalent in the case of credit card sales or
sales paid for by check on a daily basis by third-party billing companies).

     During the quarter ended March 31, 1999, the Company made principal
payments on its Term Loans A and B of $1,000,000 and $125,000, respectively.

     In accordance with the New Credit Agreement, the interest rate the Company
is required to pay on its Term Loans A and B was reduced .25% per annum,
effective March 31, 1998, due to the Company's improved leverage ratio.

     At March 31, 1999, the Company had standby letters of credit issued for
approximately $2,413,000, resulting in availability of approximately $22,587,000
on the Revolving Credit Facility.  As of March 31, 1999, there were no
borrowings on the Revolving Credit Facility or the Expansion Facility.

     Accrual of dividends on mandatorily redeemable preferred partnership
interests amounted to $514,000 for the three months ended March 31, 1999.  The
dividends are only payable in cash if permitted by the Company's then existing
debt instruments.  The New Notes and the New Credit Agreement restrict payment
of dividends on mandatorily redeemable preferred partnership interests.

     The Company, within certain limits, pays its own workers' compensation and
general liability claims.  During the first quarter of 1999, the Company paid
claims aggregating $508,000 and $864,000 relating to workers' compensation and
general liability, respectively.  The Company believes it provides an accrual
adequate to cover both reported and incurred but not reported claims.

     The Company's Board of Directors has approved the construction of five new
Stopping Centers to occur between the second quarter of 1999 and the end of the
year 2000.  The Company currently expects to invest approximately $70,000,000
and $90,000,000 during the years ended 1999 and 2000, respectively, on capital
expenditures.  These amounts include regular maintenance and new site
expenditures.

     Management of the Company believes that internally generated funds,
together with amounts available under the Revolving Credit Facility, will be
sufficient to satisfy its cash requirements for operations through 1999 and the
foreseeable future thereafter.  The Company also expects that current and future
expansion and acquisitions will be financed from funds generated from
operations, borrowings under the Revolving Credit Facility and the Expansion
Facility and additional financings.

Impact of the Year 2000 Issue

     The Company is aware of the complexity and the significance of the "Year
2000" issue. The Year 2000 issue is a result of computer programs being written
using two digits, rather than four, to define the applicable year. Any of the
Company's systems that utilize date-sensitive software may recognize a date
using "00" as the year 1900 rather than as the year 2000. This could result in a
system failure or miscalculations causing disruptions of operations, including,
among other things, a temporary inability to process transactions, send
invoices, or engage in similar normal business activities.

     The Company's sales, accounts receivable, inventory management, accounts
payable, general ledger, payroll and Electronic Data Interchange systems
comprise its critical information technology ("IT") systems. The Company 

                                       9
<PAGE>
 
has assessed its Year 2000 readiness with regard to critical IT systems and is
currently replacing, upgrading and testing its computer systems and
applications. The Company continues to evaluate surveys with software vendors,
hardware vendors, banks, utilities, fuel suppliers, merchandise suppliers,
customers, partners, franchisees, service contract suppliers, and insurance
companies with which it does significant business to determine the extent to
which the Company is vulnerable to those third parties' failure to remedy their
own Year 2000 issues. The Company has received responses from 60% of suppliers,
partners, franchisees and vendors surveyed of which approximately 98% have
indicated that they will be compliant by the end of 1999. The Company has
received responses from 57% of its major customers of which approximately 98%
have indicated that they will be compliant by the end of 1999. The Company has
assumed non-responsive third parties will be non-compliant for the purpose of
risk assessment. The Company has received communications from its key financial
and insurance service providers indicating they are actively working to resolve
their Year 2000 service issues. The Company does not believe there has been or
will be a significant disruption of the Company's business due to its Year 2000
remediation efforts. The Company is 70% complete regarding readiness testing to
bring all of its critical IT systems into Year 2000 readiness by October 1999.

     Telecommunication and office automation systems that facilitate operations
of the Company's locations and corporate headquarters, comprise the Company's
primary non-IT systems.  The Company has assessed 100% of the Year 2000
readiness of its non-IT systems and has begun compliance testing to bring them
into readiness by October 1999.

     The Company is using a mixture of internal and external resources to
address Year 2000 issues.  The total costs of achieving Year 2000 readiness is
estimated to be approximately $9,000,000, which includes the costs of software
upgrades and replacements the Company is currently making.  The Company has
incurred $5,055,000 in costs attributable to projects that address the Year 2000
issue through the first quarter of 1999 and expects to incur $3,945,000 in such
costs in the remainder of fiscal year 1999.

     Although the Company has day-to-day operational contingency plans,
management is in the process of updating these plans for possible Year 2000
specific operational requirements.  To facilitate the completion of these plans,
the Company has formed a committee to handle business interruption scenarios
with respect to the Year 2000 issue.  The Company intends to complete its
determination of business interruption scenarios after it has received and
analyzed responses to substantially all of its inquiries made of third parties.
The Company is in the process of establishing contingency plans for situations
relating to the Year 2000 issues that may arise in its dealings with key third
parties and the Company's IT and non-IT systems.  The anticipated completion of
such contingency plans is by October 1999.  There can be no assurance that
either the Company or its trading partners will not experience Year 2000
readiness difficulties which could have a material adverse effect on the
Company's business, results of operations and financial condition.  The costs
and expenses associated with such failure are not presently estimatable.

ENVIRONMENTAL

     Accruals for environmental matters are recorded in operating expenses when
it is probable that a liability has been incurred and the amount of the
liability can be reasonably estimated.  The measurement of environmental
liabilities is based on an evaluation of currently available facts with respect
to each individual site and considers factors such as existing technology,
presently enacted laws and regulations and prior experience in remediation of
contaminated sites.  Accrued liabilities are exclusive of claims against third
parties and are not discounted.

     The Company is subject to contingencies pursuant to environmental laws and
regulations that in the future may require the Company to take action to correct
the effects on the environment of prior disposal practices or releases of
chemical or petroleum substances by the Company or other parties.  The Company
has accrued for certain environmental remediation activities consistent with the
policy set forth in the notes to the consolidated financial statements of the
Company's 1998 Form 10-K.  At March 31, 1999, such accrual amounted to
approximately $250,000 and, in management's opinion, is appropriate based on
existing facts and circumstances.  Under the most adverse circumstances,
however, this potential liability could be significantly higher.  In the event
that future remediation expenditures are in excess of amounts accrued,
management does not anticipate that they will have a material adverse effect on
the consolidated financial position or results of operations of the Company.
At March 31, 1999, the Company has recognized approximately $162,000 in the
consolidated balance sheet related to recoveries of certain remediation costs
from third parties.

                                       10
<PAGE>
 
                          PART II.  OTHER INFORMATION

Item 1. Legal Proceedings

        The Company is involved in various litigation incidental to the business
for which estimates of losses have been accrued, when appropriate.  In the
opinion of management, such proceedings will not have a material adverse effect
on the Company's financial position or results of operations.

Item 6. Exhibits and Reports on Form 8-K

  (a)   Exhibits
      
        Exhibit 10.57 - Employment Agreement, dated February 10, 1999, by and
        between James A. Cardwell, Sr. and the Company.

        Exhibit 10.58 - Employment Agreement, dated February 10, 1999, by and
        between James A. Cardwell, Jr. and the Company.

        Exhibit 10.59 - Employment Agreement, dated February 10, 1999, by and
        between Larry Zine and the Company.

        Exhibit 10.60 - Employment Agreement, dated March 1, 1999, by and
        between Evan Brudahl and the Company.
        
        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.

                                       11
<PAGE>
 
                                   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 STOPPING CENTERS, L.P.
                                                   (Registrant)


Date:  May 14, 1999                            /s/ David A. Appleby
                                             -------------------------
                                             David A. Appleby  
                                             Vice President of Finance
                                             (Chief Accounting Officer)

                                       12
<PAGE>
 
                                 EXHIBIT INDEX


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

Exhibit 10.57*                             Employment Agreement, dated February
                                           10, 1999, by and between James A.
                                           Cardwell, Sr. and the Company.

Exhibit 10.58*                             Employment Agreement, dated February
                                           10, 1999, by and between James A.
                                           Cardwell, Jr. and the Company.

Exhibit 10.59*                             Employment Agreement, dated February
                                           10, 1999, by and between Larry Zine
                                           and the Company.

Exhibit 10.60*                             Employment Agreement, dated March 1,
                                           1999, by and between Evan Brudahl and
                                           the Company.

27*                                        Financial Data Schedule


*  Filed herewith.

                                       13