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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-K

                  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d)
                     OF THE SECURITIES EXCHANGE ACT OF 1934

                      For the year ended December 31, 2001

                       Commission file number 333-87371-01
                                              ------------

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

            Delaware                                        74-2922355
 (State or other jurisdiction of                          (IRS Employer
  incorporation or organization)                       Identification No.)

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

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

                         _______________________________

        Securities registered pursuant to Section 12(b) of the Act: None

        Securities registered pursuant to Section 12(g) of the Act: None

                         _______________________________

     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 requirement for the past 90 days.

                                Yes  X     No____
                                    ---

     Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K.

                                Yes  X     No___
                                    ---

State the aggregate market value of the voting and non-voting common equity held
by non-affiliates of the registrant.

                                 Not Applicable

The Registrant, Petro Holdings Financial Corporation, meets the conditions set
forth in the General Instruction (I)(1)(a) and (b) of Form 10-K and is therefore
filing this form with reduced disclosure format.


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<PAGE>

                                     PART I

Item 1.  Business

General

         We are a wholly-owned subsidiary of Petro Stopping Centers Holdings,
L.P. ("Holdings"), incorporated July 6, 1999 for the sole purpose of serving as
a co-issuer with Holdings in the issuance of 82,707 units each consisting of
$1,000 principal amount at stated maturity of Holdings 15.0% senior discount
notes due 2008 ("15% Notes") and 82,707 exchangeable Petro Warrant Holdings
Corporation's warrants (the "Warrants"). The Supplemental Indenture dated July
23, 1999 ("Indenture") provides that upon an "exchange event," such as a change
in control, public offering, or bankruptcy filing, the Warrants will be
exchanged, for no additional consideration, for 100% of the common stock of
Petro Warrant Holdings Corporation, whose sole asset currently is approximately
10.0% of the common limited partnership interests in Holdings. Prior to August
1, 2002, Holdings has the right to repurchase the Warrants at a price set forth
in the Indenture which prices currently exceed the fair market value determined
by Holdings. If the Warrants have not been exchanged by August 1, 2004, Holdings
will be obligated to repurchase the Warrants at fair market value. At the same
time we co-issued the 15% Notes and the Warrants, we also co-issued with
Holdings, notes to Chartwell Investments, Inc. of approximately $14.8 million in
accreted value ($11.2 million net of an imputed market rate of interest
discount), without warrants. The 15% Notes and the notes issued to Chartwell
Investments, Inc. are recorded on the financial statements of Holdings.

         We have no employees, only nominal assets, have not and will not
conduct any operations and, accordingly, have no statement of operations. Our
financial statements are unaudited. In the opinion of our management, the
accompanying unaudited financial statements contain all adjustments necessary to
present fairly our financial position at December 31, 2000 and 2001 and cash
flows from inception, July 6, 1999 through the year ended December 31, 1999 and
for the years ended December 31, 2000 and 2001.

         Holdings files with the Securities and Exchange Commission the reports
required to be filed pursuant to the rules and regulations promulgated under the
Securities Exchange Act of 1934. For information regarding Holdings and its
business and financial results, reference is made to Holdings' Annual Report on
Form 10-K for 2001, a copy of which is filed as Exhibit 99 to this Annual
Report.

Item 2.  Properties

         None

Item 3.  Legal Proceedings

         None

                                     PART II

Item 5.  Market of Registrant's Common Equity and Related Stockholder Matters

         We are a wholly-owned subsidiary of Holdings. Consequently, there is no
established trading market for our equity.

Item 7.  Management's Discussion and Analysis of Financial Condition and Results
of Operations

         The Company is inactive and, accordingly, it has no operations and only
minimal assets.

Item 7A. Quantitative and Qualitative Disclosures About Market Rate

         None

                                        1

<PAGE>

Item 8.  Financial Statements and Supplementary Data

                      PETRO HOLDINGS FINANCIAL CORPORATION
                            UNAUDITED BALANCE SHEETS

<TABLE>
<CAPTION>
                                                         December 31, December 31,
                                                             2000         2001
                                                         ------------ ------------
              Assets
<S>                                                      <C>                 <C>
Cash                                                     $      1,000 $      1,000
                                                         ------------ ------------
       Total assets                                      $      1,000 $      1,000
                                                         ============ ============

     Stockholder's Equity

Common stock, $.01 par value: 10,000 shares authorized;
   2,500 shares issued and outstanding                   $         25 $         25
Additional paid-in capital                                        975          975
                                                         ------------ ------------
       Total stockholder's equity                        $      1,000 $      1,000
                                                         ============ ============
</TABLE>


           See accompanying notes to unaudited financial statements.

                                       2

<PAGE>

                      PETRO HOLDINGS FINANCIAL CORPORATION
                       UNAUDITED STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>
                                              From Inception (July 6, 1999)
                                                 Through the Year Ended         Year Ended            Year Ended
                                                   December 31, 1999        December 31, 2000     December 31, 2001
                                                 ----------------------     -----------------     -----------------
<S>                                              <C>                        <C>                   <C>
Cash flows from financing activities:

Proceeds from sale of stock                      $                1,000     $               -     $               -
                                                 ----------------------     -----------------     -----------------
                                                                  1,000                     -                     -
                                                 ----------------------     -----------------     -----------------
   Net cash provided by financing activities


Net increase in cash                                              1,000                     -                     -
Cash, beginning of period                                             -                 1,000                 1,000
                                                 ----------------------     -----------------     -----------------
Cash, end of period                              $                1,000     $           1,000     $           1,000
                                                 ======================     =================     =================
</TABLE>

           See accompanying notes to unaudited financial statements.

                                       3

<PAGE>

                      PETRO HOLDINGS FINANCIAL CORPORATION
                     NOTES TO UNAUDITED FINANCIAL STATEMENTS

(1) Company Formation and Description of Business

Company Formation

         Petro Holdings Financial Corporation (the "Company") is a wholly-owned
subsidiary of Petro Stopping Centers Holdings, L.P. ("Holdings") and was
incorporated July 6, 1999 for the sole purpose of serving as a co-issuer with
Holdings in the issuance of 82,707 units each consisting of $1,000 principal
amount at stated maturity of Holdings 15.0% senior discount notes due 2008 ("15%
Notes") and 82,707 exchangeable Petro Warrant Holdings Corporation's warrants
(the "Warrants"). The Supplemental Indenture dated July 23, 1999 ("Indenture")
provides that upon an "exchange event," such as a change in control, public
offering, or bankruptcy filing, the Warrants will be exchanged, for no
additional consideration, for 100% of the common stock of Petro Warrant Holdings
Corporation, whose sole asset currently is approximately 10.0% of the common
limited partnership interests in Holdings. Prior to August 1, 2002, Holdings has
the right to repurchase the Warrants at a price set forth in the Indenture which
prices currently exceed the fair market value determined by Holdings. If the
Warrants have not been exchanged by August 1, 2004, Holdings will be obligated
to repurchase the Warrants at fair market value. At the same time the Company
co-issued the 15% Notes and the Warrants, the Company also co-issued with
Holdings, notes to Chartwell Investments, Inc. of approximately $14.8 million in
accreted value ($11.2 million net of an imputed market rate of interest
discount), without warrants. The 15% Notes and the notes issued to Chartwell
Investments, Inc. are recorded on the financial statements of Holdings.

(2) Summary of Significant Accounting Policies

Basis of Presentation

         The Company has no employees, only nominal assets, has not and will not
conduct any operations and, accordingly, has no statement of operations. At
December 31, 2000 and 2001, the Company's balance sheets consist only of common
stock and additional paid-in capital in the amount of $1,000 and cash in the
amount of $1,000. The accounts of the Company are included in the December 31,
2000 and 2001 consolidated balance sheets of Holdings, which are included in
Holding's Annual Report on Form 10-K for the year ended December 31, 2001, a
copy of which is filed as Exhibit 99 to this Annual Report. In the opinion of
management of the Company, the accompanying unaudited financial statements
contain all adjustments necessary to present fairly the financial position of
the Company at December 31, 2000 and 2001.

         The Company meets the requirements of an Inactive Registrant as defined
by Rule 3-11 of the Securities and Exchange Commission's Regulation S-X (the
"Rule"). The Rule stipulates that if a registrant is inactive, the financial
statements required for purposes of reporting pursuant to the Securities
Exchange Act of 1934 may be unaudited.

(3) Stockholder's Equity

         The Company is a wholly-owned subsidiary of Holdings, which is the sole
shareholder of the outstanding common stock of the Company. As the sole
shareholder, Holdings holds all voting rights and privileges.

                                       4

<PAGE>

Item 9.  Changes in and Disagreements with Accountants on Accounting and
         Financial Disclosure

         Not applicable

                                     PART IV

Item 14. Exhibits, Financial Statement Schedules, and Reports on Form 8-K

         (a) The following documents are filed as a part of this report:

         1.  Financial statements                                           Page
                                                                            ----

             Unaudited Balance Sheets                                        2
             Unaudited Statements of Cash Flows                              3
             Notes to Unaudited Financial Statements                         4

         The accounts of the Company are included in December 31, 2000 and 2001
         consolidated balance sheets and consolidated statements of cash flows
         of Holdings, which are included in Holding's Annual Report on Form 10-K
         for the year ended December 31, 2001, a copy of which is filed as
         Exhibit 99 to this Annual Report.

         2.  Financial statements schedule and supplementary information
             required to be submitted.

             None

         All schedules are omitted because they are not applicable, or not
         required, or because the required information is included in the
         financial statements or notes thereto.

         3.  Exhibits

         Incorporated herein by reference is a list of Exhibits contained in the
         Exhibit Index on Page 7 of this Annual Report.

         (b) Reports on Form 8-K:

             None

                                       5

<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 HOLDINGS FINANCIAL CORPORATION
                                        (Registrant)

                             By:  /s/  J.A. Cardwell, Sr.
                                  -----------------------------------
                                       J.A. Cardwell, Sr.
                                       President and Director
                                       (On behalf of Registrant and as
                                       Registrant's Principal Executive Officer)


Date:    March 28, 2002

         Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed by the following persons on behalf of Petro Holdings
Financial Corporation and in the capacities and on the dates indicated.

        Signature                          Title                       Date
        ---------                          -----                       ----

/s/ J.A. Cardwell, Sr.           President and Director           March 28, 2002
---------------------------
   (J.A. Cardwell, Sr.)          (Principal Executive Officer)

/s/ Edward Escudero              Treasurer                        March 28, 2002
---------------------------
   (Edward Escudero)             (Principal Financial Officer
                                 and Chief Accounting Officer)

/s/ James A. Cardwell, Jr.       Director                         March 28, 2002
---------------------------
   (James A. Cardwell, Jr.)

/s/ Timothy M. Hinchman          Director                         March 28, 2002
-------------------------
   (Timothy M. Hinchman)

/s/ Joseph R. Berkel             Director                         March 28, 2002
---------------------------
   (Joseph R. Berkel)

/s/ Eddie H. Brailsford          Director                         March 28, 2002
---------------------------
   (Eddie H. Brailsford)

/s/ Bjorn Ahlstrom               Director                         March 28, 2002
---------------------------
   (Bjorn Ahlstrom)

/s/ Larry J. Zine                Director                         March 28, 2002
---------------------------
   (Larry J. Zine)


                                       6

<PAGE>

                                  EXHIBIT INDEX

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

3.1 (a)           Certificate of Incorporation.

3.2 (a)           Bylaws.

24.1*             Power of Attorney (Included as part of the signature page of
                  the Form 10-K).

99*               Petro Stopping Centers Holdings, L.P.'s Annual Report on Form
                  10-K for the year ended December 31, 2001, dated as of March
                  28, 2001.

(a) Incorporated by reference to Petro Stopping Centers Holdings, L.P.'s and
    Petro Holdings Financial Corporation's Registration Statement on Form S-4
    (Registration No. 333-87371).


*   Filed herewith.


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