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Letter to the Securities & Exchange Commission

 May 13, 2005

 Mr. Brian V. McAllister

 United States
Securities and Exchange Commission

 Division of Corporation Finance

 Mail Stop 3-8

 450 Fifth Street, N.W.

 Washington,
D.C. 20549

Attention:

 Mr. Brian V. McAllister

 Donna Di Silvio

 Michael Moran

Re:

 Petro Stopping Centers Holdings, L.P.

 Form 10-K for the Year Ended December 31, 2004

 File No’s 1-13018, 333-873372, 333-87371 and 333-25189-01

 VIA EDGAR

 Dear Mr. McAllister:

 I am writing in response to your letter dated April 29, 2005 setting forth comments of the
Staff of the Division of Corporation Finance of the Securities and Exchange Commission (the “SEC”) with respect to the Annual Report on Form 10-K for the Year Ended December 31, 2004 (File No’s 1-13018, 333-873372, 333-87371 and
333-25189-01) for Petro Stopping Centers Holdings, L.P. (“PSCH”). For your convenience, we have reproduced below the full text of each of the Staff’s comments together with our responses. Pursuant to 17 C.F.R. § 200.83, PSCH is
requesting confidential treatment for its response to Comment 17.

 In addition,
we acknowledge the Staff’s comment that we are responsible for the accuracy and adequacy of the disclosures made. We formally acknowledge that:

 The adequacy and accuracy of the disclosure in the filing is the responsibility of PSCH. PSCH acknowledges that Staff comments or changes made in response
to Staff comments in proposed disclosure in its filings do not foreclose the Commission from taking any action with respect to the filings. PSCH also represents that Staff comments may not be asserted as a defense in any proceeding initiated by the
Commission or any person under the federal securities laws of the United States.

 Mr. Brian V. McAllister

 May 13, 2005

  Page
 2

 Form 10-K for the Year Ended December 31, 2004

 General

1.
Our Comments below reference the Form 10-K for Petro Stopping Centers Holdings, L.P. Where applicable, please incorporate these revisions in both Petro Stopping Centers Holdings,
L.P. and Petro Stopping Centers, L.P. interim and annual filings as applicable.

 Response:

 PSCH and
Petro Stopping Centers, L.P. (“Petro” and together, the “Companies”) acknowledge the Staff’s comment and will incorporate these revisions in both PSCH and Petro’s future interim and annual filings, as applicable.
Because the obligation of PSCH to file periodic and current reports under the Securities Act of 1934 has terminated, PSCH will not be making future filings with the SEC unless PSCH again files a registration statement or otherwise becomes obligated
to file reports with the SEC. Petro, however, will continue to be a voluntary filer.

 Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations, page l0

 Critical
Accounting Policies, page 17

2.
In future filings, please disclose the uncertainties involved in applying your critical accounting policies to self insurance and loyalty program estimates and the variability
that is reasonably likely to result from their application. In doing so, provide an analysis, to the extent material, of the factors you consider, how accurate your estimates or assumptions have been in the past and whether the estimates are
reasonably likely to change in the future. Please disclose the impact of any material changes in each of your critical accounting estimates on income and financial position for the periods presented. Please refer to SEC Release No. 33-8350. In your
response please show us what your revised disclosures will look like.

 Response:

 Based on your inquiry each of the
Companies’ future filings will include expanded disclosures similar to the following (new or revised language shown in bold italics below):

“Partial Self-Insurance

 We are partially self-insured, paying our own employment practices, general liability, workers’ compensation, and group health benefit claims, up to
stop-loss amounts ranging from $100,000 to $250,000 on a per-occurrence basis. Provisions established under these partial self-insurance programs are made

 Mr. Brian V. McAllister

 May 13, 2005

  Page
 3

for both estimated losses on known claims and claims incurred but not reported, in both cases based on claims history. The most significant risk of
this methodology is its dependence on claims history, which is not always indicative of future claims. Revisions of estimates based on historical claims data have the effect of increasing or decreasing the related required provisions and thus may
impact our net income (loss) for the period. If our estimates are inaccurate, our expenses and net income (loss) could be understated or overstated. Although some variation to actual results occurs, historically such variability has not been
material. At December 31, 2004, the aggregated liability was approximately $7.8 million, which we believe is adequate to cover both reported and incurred but not reported claims.”

 “Loyalty Program

 We utilize estimates in accounting for our Petro Passport loyalty program.
We record a liability for the estimated redemption of Petro points based upon our estimates about the future redemption rate of Petro points outstanding. The most significant risk of this methodology is its dependence on using historical
redemption rates, which are not always indicative of future redemption rates. If our estimates are inaccurate, our related expenses and net income (loss) could be understated or overstated. Although some variation to actual results occurs,
historically such variability has not been material. At December 31, 2004, we believe our liability related to our Petro Passport loyalty program is adequate to cover future point redemptions.”

 Item 8. Financial Statements and Supplementary Data, page
26

 Consolidated Balance Sheets, page 26

3.
Please tell us if your self-insurance accruals are recorded as current or non-current liabilities and the basis for your classification. Further, please advise us of what
consideration you gave to including the accruals in your summary of contractual obligations on page 16.

 Response:

 The Companies’ accrual for self insurance is recorded as a current liability on their respective balance sheets and included in Accrued expenses and
other liabilities. The basis for this classification is that self-insurance payments approximating the provision amount are usually paid within one year. In fact, the vast majority of the Companies’ claims are typically paid and settled within
one year of incurrence.

 The self-insurance accrual is not
included in the Companies’ “Summary of Contractual Obligations” schedule on page 16 of the Form 10-K. The basis for our conclusion to not include the accruals is, as noted above, we believe that our

 Mr. Brian V. McAllister

 May 13, 2005

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 4

liability for partial self-insurance is a current liability rather than long-term and therefore need not be included in our schedule. Further, we do not
believe that the agreements providing for such liability represent a “purchase obligation” as defined in Release 33-8182, as they do not include the specific requirements of having 1) fixed or minimum quantities to be purchased, 2) price
provisions, and 3) the approximate timing of the related transactions.

4.
Please tell us why you characterize your redeemable warrants as “contingent” and classify them between liabilities and permanent equity in consideration of your
disclosure indicating you will be obligated to repurchase the warrants if they are not exchanged by October 1, 2009. Reference is made to paragraph 9 of SFAS No. 150.

 Response:

 In 1999, the Contingently Redeemable Warrants were created through a nearly simultaneous series of transactions, which resulted in the synthetic
partnership interest in PSCH subject to a conditional embedded written put option at fair value. Since 1999, this instrument has been accounted for as a “mezzanine” item in accordance with ASR 268.

 Petro Warrant Holdings Corporation (“Warrant Holdings”) was formed
in 1999 for the sole purpose of holding a 10% common limited partnership interest in PSCH. Warrant Holdings acquired the PSCH partnership interest for $9.7 million in a transaction that was entered into simultaneously with the issuance of certain
warrants to PSCH for $9.7 million. The warrants are exchangeable into all of the common stock of Warrant Holdings upon the occurrence of certain “exchange events” (for example, a bankruptcy, IPO, business combination) without additional
consideration. In addition the following options are attached to each warrant:

•
a call option, giving PSCH the right to call the warrants from the holders, any time prior to August 1, 2002, and

•
a put option, giving the holders the right to put the warrants back to PSCH if no exchange event occurs prior to October 1, 2009.

 Due to the put option given to the holders, the warrants have been
classified outside partners’ deficit as “contingently redeemable warrants” in the consolidated balance sheets. This is consistent with our December 6, 1999, letter to the Commission.

 Because Warrant Holdings’ only asset is a 10% partnership interest in
PSCH, it would appear that the Contingently Redeemable Warrants could potentially be “mandatory redeemable financial instruments” under the definition of SFAS No. 150. However, as the warrants do not consist of an unconditional obligation
to be

 Mr. Brian V. McAllister

 May 13, 2005

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redeemed by the issuer, the warrants do not meet the definition of a mandatorily redeemable instrument under SFAS No. 150 and therefore paragraph 9 of SFAS
No. 150 is not applicable. The warrants represent an obligation that may require PSCH to repurchase the warrants if an exchange event occurs. Accordingly, the warrants issued by Warrant Holdings and attached to the debt instrument issued by PSCH are
viewed as an issuance of synthetic partnership interests with a conditional embedded put option. As such, they are considered outstanding shares in accordance with paragraph 11 of SFAS No. 150. Consequently, PSCH has continued to classify the
warrants in temporary equity according to ASR 268.

5.
We note your adoption of SFAS No. 150 in January 2004. Please provide an explanation for the following and expand your disclosure in future filings as appropriate:

•
Please tell us why $5 million in mandatorily redeemable preferred partnership interests remains classified between liabilities and permanent equity;

•
Clarify how you record the accrued returns for preferred partnership interests;

•
Tell us why your mandatorily redeemable preferred partnership interests decreased during 2004 despite your requirement to pay returns to preferred partners under the mandatory
redemption features; and

•
Tell us why the change in the preferred partnership interests in the balance sheets does not reconcile with the accrual of preferred returns reflected in the statement of
operations at December 31, 2004;

 Response:

•
PSCH’s analysis of SFAS No. 150 and the $5 million of Class B preferred partnership interests is as follows:

 The holders of the Class B preferred partnership interests of PSCH have the
option to convert the original unrecovered capital amount into a 3.9% common partnership interest in PSCH at any time prior to mandatory redemption. Due to the existence of this conversion right, the Class B preferred partnership interests are not
an unconditional obligation that requires PSCH to transfer its assets “at a specified or determinable date (or dates) or upon an event certain to occur” and therefore the partnership interest does not meet the definition of a mandatorily
redeemable instrument under SFAS No. 150. As the Class B preferred partnership interest still meets the definition of a mandatorily redeemable instrument

 Mr. Brian V. McAllister

 May 13, 2005

  Page
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under the provisions of ASR 268 we continue to classify these partnership interests in temporary equity.

•
The preferred returns related to the Class A preferred partnership interests of PSCH are recorded as interest expense and as an increase to the related liability. Additionally, the
preferred returns on the $5 million Class B preferred partnership interests of PSCH are recorded as a liability (as these amounts can only be settled through the disbursement of cash) and a reduction of partners’ capital (deficit). To clarify,
the 12% return on the $5 million, or $600,000 per year, is recorded as a liability and a reduction to partners’ capital (deficit). All preferred returns related to this accrued return liability (i.e., the $600,000 per year) are recorded as
interest expense and thus included in net income (loss).

•
Including the preferred partnership interests in both the temporary equity and the long-term liability section of PSCH’s balance sheets reflects an increase of $4.3 million for
the year ended December 31, 2004. The mandatorily redeemable preferred partnership interests recorded in temporary equity did decrease during 2004 due to our classification, effective January 1, 2004 upon the implementation of SFAS No. 150, of the
Class A preferred partnership interests of PSCH and the accrual of the preferred returns on both the Class A and Class B preferred partnership interests as liabilities as required by SFAS No. 150.

•
Provided below is a reconciliation of the change in the balance sheet amounts for preferred partnership interests of PSCH to the amount reflected on our statement of operations for
the year ended December 31, 2004:

 Mr. Brian V. McAllister

 May 13, 2005

  Page
 7

Balance
12/31/03

SFAS
No. 150

2004
Preferred
Return
Interest

Balance
12/31/04

 Liability:

 Class A Preferred Partnership Interests

 Cardwell Group

$
—

$
7,600

a

$
7,600

 Mobil Long Haul

—

12,000

b

12,000

—

19,600

 Accrued Preferred Return

 Cardwell Group

5,476

c

1,067

g

6,543

 Mobil Long Haul—Class A

10,806

d

2,218

g

13,024

 Mobil Long Haul—Class B

3,392

e

1,037

f/g

4,429

—

23,996

 Mandatorily Redeemable Preferred Partnership Interests

$
—

$
43,596

 Mezzanine Item:

 Preferred Partnership Interests

 Cardwell Group

$
7,600

$
(7,600
)

a

$
—

$
—

 Mobil Long Haul—Class A

12,000

(12,000
)

b

—

—

 Mobil Long Haul—Class B

5,000

—

—

5,000

24,600

—

5,000

 Accrued Preferred Return

 Cardwell Group

5,476

(5,476
)

c

—

—

 Mobil Long Haul—Class A

10,806

(10,806
)

d

—

—

 Mobil Long Haul—Class B

3,392

(3,392
)

e

—

—

19,674

—

—

 Mandatorily Redeemable Preferred Partnership Interests

$
44,274

$
5,000

 Partners’ deficit:

 General Partner’s

$
—

$
—

$
7

f

$
7

 Limited Partners’

—

—

593

f

593

$
—

$
—

$
600

$
600

a.-e.
Reclass from Mezzanine item to Liability as per SFAS No. 150.

f.
Represents the 12% return on the $5 million Class B preferred partnership interests or $600,000 per year which, is recorded as a liability and a reduction to partners’ deficit.

g.
Recorded as interest expense.

 In future filings, PSCH will include expanded disclosure as it relates to its mandatorily redeemable preferred partnership interests.

 Consolidated Statements of Operations, page 27

6.
In future filings, please present the results of operations on a partnership per unit basis. See SAB Topic 4.F.

 Mr. Brian V. McAllister

 May 13, 2005

  Page
 8

 Response:

 In accordance with the Limited Partnership Agreement of PSCH, dated July 15, 1999, as amended (the “Agreement”), ownership interests are only
calculated on a percentage basis and not on a partnership unit basis. Instead our partners’ ownership is based solely on a specific partners ownership interests as a percentage of total ownership. Additionally, the Agreement does not make any
distinction between general and limited partnership interests on either a per unit or a percentage of class (general vs. limited partner) ownership basis. As an example, in Note (1) to Notes t