UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of

~~the~~The Securities Exchange Act of 1934

Date of Report February 2228, 2005

(Date of earliest event reported) (February 1522, 2005)

PETRO STOPPING CENTERS, L.P.

Exact Name of Registrant as Specified in its Charter

Delaware

1-13018

74-2628339

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

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:

¨	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 12.0102. ~~Entry~~Results ~~into~~of aOperations ~~Material~~and ~~Definitive~~Financial ~~Agreement.~~Condition

On February 1522, 2005, Petro Stopping Centers, L.P. ~~(the~~issued ~~“Company”) entered~~a ~~into~~press anrelease announcing ~~Asset~~its ~~Purchase~~operating ~~Agreement~~results (for the ~~“Purchase~~fourth ~~Agreement”)~~quarter ~~with Petro of Richmond, Inc. (“PRI”)~~ and ~~I35-80~~year ~~Travel~~ended ~~Plaza~~December 31, ~~Inc~~2004. ~~(“I35-80,”~~A ~~and~~copy ~~together~~of ~~with PRI,~~ the ~~“Sellers”).~~press ~~The~~release ~~Company~~is ~~currently leases~~furnished ~~land~~as atExhibit ~~the~~99.1 ~~majority of its locations~~ to ~~Blue~~this ~~Beacon~~Current ~~International,~~Report ~~Inc.,~~on aForm ~~truck~~8-~~wash~~K ~~operator~~ and ~~parent~~is ~~company~~incorporated ofherein ~~the~~by ~~Sellers~~reference.

The ~~Purchase~~information ~~Agreement~~in ~~provides~~this ~~for~~Current ~~the~~Report ~~purchase~~on byForm ~~the~~8-K ~~Company~~and ofExhibit a99.1 ~~Petro~~attached hereto, ~~Stopping~~shall ~~Center~~not ~~known~~be asdeemed “~~New~~filed” ~~Paris~~for ~~Travel~~the ~~Plaza”~~purposes inof ~~Preble~~Section ~~County, Ohio,~~18 ~~and~~of the ~~purchase~~Securities byExchange ~~the~~Act ~~Company~~ of a1934, ~~Petro~~as ~~Stopping~~amended, ~~Center~~nor ~~known~~shall asit ~~“York~~be ~~Travel~~incorporated ~~Plaza”~~by reference in ~~York~~any ~~County,~~filing ~~Nebraska.~~under ~~Following~~ the ~~closing~~Securities ofExchange ~~the~~Act ~~transaction~~of 1933, ~~these~~as ~~locations~~amended, ~~will~~except ~~convert~~as shall ~~from~~be ~~franchise~~expressly ~~operations~~set ~~within~~forth ~~the~~by ~~Company~~specific ~~to Company-operated~~reference ~~truck~~in ~~stops~~such filing.

~~On February 16, 2005, the~~Item ~~Company entered into an Asset Purchase Agreement with William D~~9. ~~McKnight and Kathryn A~~01. ~~McKnight~~Financial ~~providing~~Statements ~~for~~and ~~the~~Exhibits ~~sale of a truck stop located in Camden County, Georgia.~~

~~The~~(a) ~~aggregate~~Financial statements ~~purchase~~of ~~price~~business ~~for~~acquired: ~~these transactions is $18.6 million.~~

~~SIGNATURE~~Not applicable.

~~Pursuant~~(b) toPro-forma ~~the~~financial ~~requirements~~information: ~~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: February 22, 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)

Not applicable.

99.1 Press release dated February 22, 2005.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the Registrant has duly caused this report to be signed on its behalf by the undersigned, hereunto duly authorized.


	PETRO STOPPING CENTERS, L.P.
	(Registrant)

Date: February 28, 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)

EXHIBIT INDEX


Exhibit No.		Exhibit Description
99.1*		Press release dated February 22, 2005

*	Filed herewith

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