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 ~~May 17~~February 15, ~~2005~~2006

(Date of earliest event reported) (~~May~~February 139, ~~2005~~2006)

PETRO STOPPING CENTERS HOLDINGS, L.P.

HOLDINGS, L.P.

Exact Name of Registrant as Specified in its Charter

Delaware

333-87371

74-2922482

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

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:

¨	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 2 1.0201. ~~Results~~Entry ofinto ~~Operations~~a ~~and~~Material ~~Financial~~Definitive ~~Condition~~Agreement

OnPetro ~~May~~Stopping 17Centers, ~~2005~~L.P., Petro Stopping Centers Holdings, L.P., Petro Holdings Financial Corporation, Petro Distributing, Inc., and Petro Financial Corporation (collectively, the “~~Company~~Petro Entities”) ~~issued~~entered ainto ~~press~~the ~~release~~Third ~~regarding~~Amendment and Consent Relating to Credit Agreement among the ~~matters~~Petro ~~discussed~~Entities, ~~under~~the ~~Item~~Lenders, and 4Wells Fargo Bank, N.02A., as Administrative Agent, Collateral Agent and L/C Issuer (athe “Agreement”). The Agreement to the Petro Entities’ existing senior secured credit facilities, executed on February 9, 2006 and effective on ~~below~~February 3, ~~which~~2006, ~~include~~among other things, permits the ~~adjustment~~Petro Entities to: (i) enter into a joint venture arrangement with Alon USA, Interests, LLC or any of ~~historical~~its ~~financial~~affiliates ~~statements.~~or Asubsidiaries ~~copy~~(“Alon”) for the purpose of developing a travel center in the ~~press~~area ~~release~~of isMidland, ~~furnished~~Texas to(the “Asset Joint Venture”); (ii) enter into a joint venture arrangement with Alon for the ~~Securities~~purpose of operating certain aspects of the Asset Joint Venture; and ~~Exchange~~(iii) ~~Commission~~transfer ~~with~~$5,000,000 ~~this~~in ~~current~~cash ~~report~~to Petro onDistributing, ~~Form~~Inc. ~~8-K~~in asthe ~~Exhibit~~form 99of an equity contribution, for the purpose of facilitating Petro Distributing, Inc.1’s ~~hereto~~purchase of gasoline, fuel and similar products from its vendors.

~~The~~A ~~information~~copy ~~provided pursuant to this Item 2.02~~ of ~~this current report, including~~ the ~~information~~amended ~~contained~~senior insecured ~~Exhibit~~credit ~~99.1~~facilities is ~~being~~filed ~~furnished~~as ~~pursuant~~Exhibit 10.48 to ~~such~~this ~~Item~~Current ~~and~~Report ~~shall~~on ~~not~~Form be8-K ~~deemed~~and tois beincorporated ~~“filed”~~herein ~~for~~by ~~the purpose of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section~~reference.

Item 4.02(a) Non-Reliance on Previously Issued Financial Statements or a Related Audit Report or Completed Interim Review

After an analysis of the Company’s records on May 13, 2005, the Company has concluded that its historical financial statements should be restated to correct certain errors relating to accounting for leased properties, and that such financial statements should no longer be relied upon. As a result, the Company will restate its financial statements for the three-year period ended December 31, 2004.

Historically, the Company depreciated its leasehold improvements, in some cases, over a period greater than both the initial term of the lease and its option periods, but not longer than the useful life of the asset. Hereafter, the Company will use the shorter of (1) the initial lease term unless it believes that the penalty for not renewing the lease would be substantial enough that it was “reasonably assured” that the Company would exercise the renewal, or (2) the useful life of the asset. The restatement relates, in part, to the February 7, 2005 letter issued by the Office of the Chief Accountant of the Securities and Exchange Commission to the American Institute of Certified Public Accountants, which clarified the existing generally accepted accounting principles applicable to leases.

The Company believes these non-cash adjustments will have no material impact on the Company’s previously reported cash flows, cash position, revenues, or EBITDA in any period, or on compliance with the covenants under its senior secured credit facilities, Indentures for the 9.0% senior secured notes due 2012, and Indentures for the new senior third secured discount notes due 2014.

The Company’s Executive Officers discussed the matters disclosed in this current report on Form 8-K pursuant to Item 4.02(a) with the Company’s independent registered public accounting firm.

The press release attached hereto as Exhibit 99.1 announces the intended restatement of the Company’s historical financial statements and is incorporated in this Item 4.02(a) by reference.

Item 9.01. Financial Statements and Exhibits

(a) Financial statements of business acquired:

Not applicable.

(b) Pro-forma financial information:

Not applicable.

9910.148 ~~Press~~Third ~~release~~Amendment ~~dated~~and ~~May~~Consent 17Relating to Credit Agreement, ~~2005~~entered into as of February 3, 2006, among Petro Stopping Centers, L.P., Petro Stopping Centers Holdings, L.P., Petro Holdings Financial Corporation, Petro Distributing, Inc., and Petro Financial Corporation, the Lenders, and Wells Fargo Bank, N.A., as Administrative Agent, Collateral Agent and L/C Issuer.

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 HOLDINGS, L.P. (Registrant)
	PETRO STOPPING CENTERS HOLDINGS, L.P.
Date:	May 17, 2005		By:	/s/ EDWARD ESCUDERO
	(Registrant)
				Edward Escudero Treasurer and Chief Financial Officer (On behalf of the Registrant and as Registrant’s Principal Financial and Chief Accounting Officer)
Date: February 15, 2006	By:	/s/ Edward Escudero
		Edward Escudero
		Chief Financial Officer and Secretary
		(On behalf of the Registrant and as Registrant’s Principal Financial Officer and Chief Accounting Officer)

EXHIBIT INDEX


Exhibit No.		Exhibit Description
10.48*		Third Amendment and Consent Relating to Credit Agreement, entered into as of February 3, 2006, among Petro Stopping Centers, L.P., Petro Stopping Centers Holdings, L.P., Petro Holdings Financial Corporation, Petro Distributing, Inc., and Petro Financial Corporation, the Lenders, and Wells Fargo Bank, N.A., as Administrative Agent, Collateral Agent and L/C Issuer.

*	Filed herewith

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