UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

the Securities Exchange Act of 1934

Date of Report January 23, 2004

(Date of earliest event reported) (January 16, 2004)

PETRO FINANCIAL CORPORATION

Exact Name of Registrant as Specified in its Charter

Delaware

1-13020

74-2699614

State or Other

Jurisdiction of Incorporation

Commission File Number

I.R.S. Employer

Identification Number

6080 Surety Dr.

El Paso, Texas

79905

Address of Principal Executive Offices

Zip Code

(915) 779-4711

Registrant’s telephone number, including area code

Item 5. Other Events

On January 16, 2004 Petro Stopping Centers, L.P. and Petro Financial Corporation issued a press release announcing the commencement of our offer to purchase for cash all of the outstanding $135,000,000 aggregate principal amount at maturity 10 ¹/2% Senior Notes due 2007 (CUSIP# 715911AB9 and ISIN# US715911AB99) (the “Notes”).

A Copy of the press release is filed as Exhibit 99.1 to this Current Report on Form 8-K. The press release is incorporated herein by reference and the foregoing description of the press release is qualified in its entirety by reference to Exhibit 99.1.

Item 7. Financial Statements and Exhibits

(a) Financial statements of business acquired:

Not applicable.

(b) Pro-forma financial information:

Not applicable.

Exhibit 99.1

Press release dated January 16, 2004

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 FINANCIAL CORPORATION
	(Registrant)

Date: January 23, 2004	By:	/s/ J.A. Cardwell, Sr.
		J.A. Cardwell, Sr.
		President and Director
		(On behalf of the Registrant and as Registrant’s
		Principal Executive Officer)

EXHIBIT INDEX

Exhibit No.		Exhibit Description
99.1*		Press release dated January 16, 2004

*	Filed herewith

PETRO FINANCIAL CORP 8-K