UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

~~Washington~~WASHINGTON, ~~D.C.~~DC 20549

FORM 8-K

CURRENT REPORT

~~Pursuant~~PURSUANT toTO ~~Section~~SECTION 13 orOR 15(dD) ofOF

~~the~~THE ~~Securities~~SECURITIES ~~Exchange~~EXCHANGE ~~Act~~ACT ofOF 1934

Date of ~~Report~~ ~~June~~report 2,(Date ~~2005~~of earliest event reported):

~~(Date~~July ~~of earliest event reported) (May 30~~13, 2005)

~~PETRO~~Petro ~~STOPPING~~Stopping ~~CENTERS~~Centers, L.P.

(Exact Name of Registrant as Specified in ~~its~~ Its Charter)

Delaware	1-13018	74-2628339
State or Other Jurisdiction of Incorporation	Commission File Number	I.R.S. Employer Identification Number
(State or Other Jurisdictionof Incorporation)	(CommissionFile Number)	(IRS EmployerIdentification No.)

6080 Surety Dr. El Paso, Texas		79905
6080 Surety Drive, El Paso, Texas		79905
Address of Principal Executive Offices		Zip Code
(Address of Principal Executive Offices)		(Zip Code)

(915) 779-4711

(Registrant’s ~~telephone~~Telephone ~~number~~Number, ~~including~~Including ~~area~~Area ~~code~~ Code)

N/A (Former Name or Former Address, if Changed Since Last Report)

~~(Former~~Petro ~~Name~~Financial orCorporation ~~Former Address, if Changed Since Last Report)~~

~~Check~~(Exact ~~the~~Name ~~appropriate~~of ~~box~~Registrant ~~below~~as ifSpecified ~~the~~in ~~Form 8-K filing is intended to simultaneously satisfy~~Its ~~the~~Charter) ~~filing obligation of the registrant under any of the following provisions:~~


Delaware	1-13020	74-2699614
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)


6080 Surety Drive, El Paso, Texas		79905
(Address of Principal Executive Offices)		(Zip Code)

(915) 779-4711

(Registrant’s Telephone Number, Including Area Code)

N/A

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01. Entry into a Material Definitive Agreement.

On ~~May~~June 3013, 2005, Petro Stopping Centers, L.P. (“Petro”) and Petro Financial Corporation (together with Petro, the “~~Company~~Issuers”) ~~entered~~ entered into an ~~Extension~~agreement ~~and~~to ~~Amendment~~sell $25 million aggregate principal amount of ~~Purchase~~the ~~Agreement~~9% senior secured notes due 2012 (the “~~Amendment~~Notes”) ~~with~~in ~~Bordentown~~a ~~Junction~~private ~~Truck~~placements ~~Stop~~conducted ~~Joint~~pursuant ~~Venture~~to Rule 144A under the Securities Act of 1933, as amended.

The ~~Amendment~~sale ~~provides for the extension and amendment~~ of ~~certain terms and provisions contained in~~ the ~~purchase~~Notes ~~agreement~~is ~~dated~~expected asto ofclose ~~March~~on 4July 26, 2005 ~~by and between the Company and Bordentown Junction Truck Stop Joint Venture~~, ~~with~~subject ~~material~~to customary ~~provisions~~closing asconditions. ~~follows:~~

•In ~~Seller~~connection ~~will~~with ~~grant~~the pricing of the ~~Company~~Notes, upthe toIssuers ~~three~~entered ~~extensions~~into ofa ~~the~~Purchase ~~closing~~Agreement, ~~date~~dated ~~for~~July 13, 2005, with the ~~agreement~~initial purchasers listed therein.

•The ~~First~~net ~~Extension:~~proceeds ~~May~~of 30the offering, ~~2005~~together –with ~~August~~cash 26on hand, ~~2005~~will be used to fund the purchase of the Bordentown, New Jersey, Petro Stopping Center, a current franchise location.

•A ~~Second~~copy ~~Extension:~~of ~~August~~the ~~26,~~press ~~2005~~release announcing –the ~~November~~offering ~~30,~~is ~~2005~~furnished as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference in its entirety.

•Item ~~Third~~2.03. ~~Extension:~~Creation ~~November~~of ~~30,~~a ~~2005~~Direct –Financial ~~July~~Obligation ~~31,~~or ~~2007~~an Obligation under an Off-Balance Sheet Arrangement of the Registrant.

• The ~~Company~~information ~~will~~included ~~deposit~~in ~~the~~Item ~~sum~~1.01 of ~~$500,000~~this ~~into~~Current anReport ~~Extension~~is ~~Escrow~~incorporated by toreference beinto ~~applied~~this asItem ~~set forth below~~2.03.

•Item If7.01. ~~Closing~~Other ~~has not occurred on or before August 26, 2005, Seller will receive the funds currently held under an already existing Franchise Escrow Agreement~~Events.

•In ~~During~~addition, the ~~Second~~Issuers ~~Extension,~~are ~~$385,000~~furnishing under Item 7.01 of this Current Report on Form 8-K the ~~$500,000~~information ~~Extension~~included ~~Escrow~~as ~~will~~Exhibits be99.2 ~~paid~~and to99.3, ~~Seller~~which information atis ~~the~~incorporated ~~rate~~by ofreference ~~1/96~~herein. ~~per~~This ~~day~~information, ~~until~~which ~~Closing~~has ornot ~~November~~been 30previously publicly reported, ~~2005~~is excerpted from an offering memorandum that is being furnished to investors in connection with the private offering of the Notes.

•In Ifaccordance ~~Closing~~with ~~has~~General ~~not~~Instruction ~~occurred~~B.2 onof orForm ~~before~~8-K, ~~November~~the information ~~30,~~set ~~2005,~~forth ~~the~~in ~~Company~~this ~~will~~Item ~~thereafter~~7.01 ~~pay~~shall not be deemed to ~~Seller~~be “filed” for purposes of Section 18 of the ~~sum~~Securities Exchange Act of ~~$100~~1934,~~000~~ ~~per~~as ~~calendar~~amended ~~month~~(the ~~until~~“Exchange ~~Closing~~Act”), ~~such~~or ~~payments~~otherwise ~~commencing~~subject ~~December~~to 1the liabilities of that section, ~~2005~~nor ~~from~~shall such information be deemed incorporated by reference in any filing under the ~~remainder~~Securities ofAct or the ~~Extension~~Exchange ~~Escrow~~Act, ~~and~~except ~~thereafter~~as ~~with~~shall ~~other~~be ~~Company~~expressly ~~funds~~set forth by specific reference in such a filing. IfThe ~~the~~information ~~Company~~set ~~defaults~~forth in ~~these~~this ~~$100,000~~Item 7.01 ~~monthly~~shall ~~payments,~~not ~~Seller~~be ~~may~~deemed ~~offset~~an ~~from~~admission ~~franchise~~as ~~and~~to ~~other~~the ~~fees~~materiality ~~owed~~of any information in this report on Form 8-K that is required to be disclosed solely to satisfy the ~~Company~~requirements ~~for~~of ~~its~~Regulation ~~franchises~~FD.

•Item ~~The~~9.01. ~~Company~~Financial ~~agrees~~Statements ~~that its due diligence period under the Purchase Agreement has expired,~~ and ~~the Company is satisfied with the property, except or any environmental event that may occur during the Extension Periods~~Exhibits.

•(c) ~~The~~Exhibits Extension and Amendment also contains other operational agreements such as the use, by the Company, of Seller’s manager for 60 days following Closing, purchase of cash on hand, disclosure of an existing lawsuit, etc.

SIGNATURE


Exhibit No.		Description
99.1		Press Release, dated July 15, 2005

99.2		Purchase Agreement, dated July 13, 2005

99.3		The section of the offering memorandum entitled “Summary Historical Financial Data”

99.4		The section of the offering memorandum entitled “Our Corporate Structure”

~~Pursuant~~Forward toLooking ~~the~~Statements ~~requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the~~Warning ~~undersigned, thereunto duly authorized.~~

	PETRO STOPPING CENTERS, L.P.
	(Registrant)
Date: June 2, 2005	By:	/s/ Edward Escudero
		Edward Escudero
		Treasurer and Chief Financial Officer
		(On behalf of the Registrant and as Registrant’s
		Principal Financial Officer and Chief Accounting Officer)

All statements contained in this press release that are not historical facts are forward-looking statements under the federal securities laws. These forward-looking statements are not guarantees of future performance and inherently involve certain risks, uncertainties and assumptions that are difficult to predict. These statements are based on the Issuers’ best estimates; actual outcomes and results may differ materially from what is expressed in, or implied by, such forward-looking statements. The Issuers assume no obligation to publicly update or revise any forward-looking statement, whether as a result of new information, future events or otherwise.

2By including any information in this Current Report on Form 8-K, we do not necessarily acknowledge that disclosure of such information is required by applicable law or that the information is material.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, each of Petro Stopping Centers, L.P. and Petro Financial Corporation has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.


		PETRO STOPPING CENTERS, L.P.

DATE: July 15, 2005	By:	/s/ Edward Escudero
		Name: Edward Escudero
		Title: Chief Financial Officer

		PETRO FINANCIAL CORPORATION

DATE: July 15, 2005	By:	/s/ Edward Escudero
		Name: Edward Escudero
		Title: Chief Financial Officer

EXHIBIT INDEX


Exhibit No.		Description
99.1		Press Release, dated July 15, 2005

99.2		Purchase Agreement, dated July 13, 2005

99.3		The section of the offering memorandum entitled “Summary Historical Financial Data”

99.4		The section of the offering memorandum entitled “Our Corporate Structure”

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