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 1724, 2005

(Date of earliest event reported) (May 1323, 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 2.02. Results of Operations and Financial Condition

On May 1723, 2005, Petro Stopping Centers, L.P. ~~(the “Company”)~~ issued a press release announcing ~~regarding~~its ~~the~~operating ~~matters~~results ~~discussed~~conference ~~under~~call ~~Item~~for ~~4.02(a) below, which include~~ the ~~adjustment~~first ofquarter ~~historical~~ended ~~financial~~March ~~statements~~31, 2005. A copy of the press release is furnished toas ~~the~~Exhibit ~~Securities~~99.1 ~~and~~to ~~Exchange Commission with~~ this ~~current report~~Current Report on Form 8-K asand ~~Exhibit~~is ~~99.1~~incorporated ~~hereto~~herein by reference.

The information ~~provided~~ ~~pursuant~~in to this ~~Item~~Current ~~2.02~~Report ofon ~~this~~Form ~~current~~8-K ~~report,~~and ~~including the information contained in~~ Exhibit 99.1 isattached hereto, ~~being furnished pursuant to such Item and~~ shall not be deemed ~~to be~~ “filed” for the ~~purpose~~purposes of Section 18 of the Securities Exchange Act of 1934, as amended, ornor ~~otherwise~~shall ~~subject~~it tobe incorporated by reference in any filing under the ~~liabilities~~Securities Exchange Act of ~~that~~1933, ~~Section~~as amended, except as shall be expressly set forth by specific reference in such filing.

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 and Indentures for the 9.0% senior secured notes due 2012.

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.

99.1 Press release dated May 1723, 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, ~~thereunto~~hereunto duly authorized.

	PETRO STOPPING CENTERS, L.P.
	~~(Registrant)~~	(Registrant)
Date: May 17, 2005	By:	/s/ Edward Escudero
Date: May 24, 2005	By:	/s/ Edward Escudero
		Edward Escudero
		Treasurer and Chief Financial Officer
		(On behalf of the Registrant and as Registrant’s
		Principal Financial and Chief Accounting Officer)
		Principal Financial Officer and Chief Accounting Officer)

EXHIBIT INDEX


Exhibit No.		Exhibit Description
99.1*		Press release dated May 23, 2005

*	Filed herewith

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