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Letter of Correspondence

 July 5, 2005

 Mr. Brain V. McAllister

 United States Securities and Exchange Commission

 Division of Corporate Finance

 Mail Stop 3-8

 450 Fifth Street, N.W.

 Washington, D.C. 20549

Attention:

Mr. Brain 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, 333-87372, 333-87371-01 and 333-25189-01

 VIA EDGAR

 Dear Mr. McAllister:

 I am writing in response to your letter dated June 20, 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, 333-87372, 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 to its response to
Comment 6.

 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 fillings. 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.

 General

1.
Please file a copy of the redacted version of your response letter dated May 13, 2005 on EDGAR as correspondence.

 Mr. Brian V. McAllister

 July 5, 2005

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 Response:

 A redacted version of our response letter dated May 13, 2005 was filed on EDGAR on May 13, 2005. We were provided accession number 0001193125-05-107216
for this filing. Please advise if you would like for PSCH to file this letter again.

 Item 8, Financial Statements and Supplementary Data, page 26

 Consolidated Balance Sheets, page 26

2.
We note your response to comment 4 in our letter dated April 29, 2005. In consideration of the relevant facts and circumstances and the accounting guidance issued subsequent to
ASR 268, we presently view these instruments to be within the scope of SFAS No. 150. Please refer to the Scope section of EITF Topic No. D-98.

 Response:

 On January 1, 2004, the Company adopted SFAS No. 150 and was required to reclassify its Class A mandatorily redeemable preferred partnership interests and
the accrued preferred return of its Class B mandatorily redeemable preferred partnership interests as liabilities. However, for the reasons discussed below, the Company continues to believe that SFAS No. 150 does not apply to the “Contingently
Redeemable Warrants.” As discussed in the May 13, 2005 letter, the amount recorded in the Company’s balance sheet related to the Contingently Redeemable Warrants represents the 10% partnership interest in PSCH that is owned by Petro
Warrant Holdings Corporation (“Warrant Holdings”). Warrant Holdings’ partnership interest is allocated its proportionate share of PSCH’s profit or loss. 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 in exchange for $9.7 million.
In 1999, PSCH then issued 82,707 units, each consisting of $1,000 principal amount at stated maturity of PSCH’s 15% senior discount notes due in 2008 and one warrant. Thus the outstanding warrants were transferred to the holders of the bonds.

 In connection with the 2004 refinancing transactions, the
warrant agreement was amended and the mandatory purchase date of the contingently redeemable warrants was extended from August 1, 2004 to October 1, 2009. The warrants remain outstanding.

 The warrant agreement dated July 23, 1999, as amended, provides that upon an
“exchange event,” such as (i) a change in control, (ii) a transfer of the Company’s business to a corporation that succeeds to and continues the Company’s business, including in connection with a public offering, or (iii)
bankruptcy filing, the warrants will be exchanged, for no additional consideration, for 100% of the common stock of Warrant Holdings. If the warrants have not been exchanged by October 1, 2009, the Company will be obligated to repurchase the
warrants at fair market value. If the reacquisition of the warrants by PSCH occurs, PSCH will essentially reacquire Warrant Holdings’ 10% interest in PSCH.

 Mr. Brian V. McAllister

 July 5, 2005

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 The Company believes that the contingent redeemable warrants, which represent the 10% partnership
interest in PSCH owned by Warrant Holdings, are in-substance “an outstanding share” as contemplated by SFAS No. 150 paragraph 11 and therefore, paragraph 11 of SFAS No. 150 does not apply to this instrument. Please note that the warrants
do not have an exercise price. Rather, the bondholders paid for the partnership interest represented by the warrants in the financing transaction described above.

 As discussed in SFAS No. 150 paragraph 9, a “financial instrument issued in the form of shares is mandatorily
redeemable if it embodies an unconditional obligation requiring the issuer to redeem the instrument by transferring its assets at a specified or determinable date (or dates) or upon an event certain to occur.”

 As noted in the preceding paragraph, the Company has concluded that the
instrument in question is “issued in the form of shares.” The Company has concluded that the provisions of the warrant agreement related to the “exchange events” are not non-substantive or minimal. In a letter to the Commission
dated December 6, 1999, the Company stated that we believed that “the likelihood of repurchase (of the partnership interest held by Warrant Holdings) is less than probable.” The Company has concluded that the potential “exchange
events” discussed above preclude the Company from concluding that an “unconditional obligation” requiring the Company to essentially reacquire the 10% partnership interest held by Warrant Holdings exists. Due to the existence of the
“exchange events” provision, the contingent redeemable warrants do not embody an unconditional obligation that requires the issuer to redeem the instrument by transferring assets (i.e., the holders of the warrants may have to convert the
warrants into shares of Warrant Holdings upon an “exchange event”). As a result, the Company concludes that paragraph 9 of SFAS No. 150 is not applicable to the contingently redeemable warrants.

 Based on the above, the Company has concluded that the provisions of SFAS
No. 150 do not apply to the warrants. As it relates to ASR 268 and EITF Topic No. D-98, given the previously stated conclusion that SFAS No. 150 does not apply to these instruments, the Company continues to believe that the contingent redeemable
warrants are not redeemable “upon the occurrence of an event that is not solely within the control of the issuer.” In fact, based on the ownership structure of PSCH, a number of the exchange events discussed above are within the control of
the Company and its limited partners. Consequently, the Company continues to believe the warrants are in substance an outstanding partnership interest in PSCH that should be classified as temporary equity. The above conclusions have been discussed
with KPMG LLP’s Department of Professional Practice.

3.
We note the conditional redemption existing with the call option held by PSCH expired on August 1, 2002. When this conversion expired, the warrants were no longer conditional
obligations and became mandatorily redeemable on October 1, 2009, a specified and determined date. See paragraph A9 of SFAS No. 150. Please advise or amend your Form 10-K as of December 31, 2004 to revise your consolidated financial statements and
related disclosures to present the warrants as liabilities measured at fair value in accordance with SFAS No. 150. Include the disclosures required by paragraph 37 of APB No. 20.

 Mr. Brian V. McAllister

 July 5, 2005

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 Response:

 As discussed in the Company’s response to question 2, the Company concluded that the conditional redemption that exists, related to the contingently
redeemable warrants, does not solely relate to the call option held by PSCH, which expired on August 1, 2002. The Company has concluded that the existence of the “exchange events” provision, which continue to exist and apply, and the fact
that certain “exchange events’ are within the control of the Company, cause the Company to conclude that paragraph 9 of SFAS No. 150 is not applicable to the contingently redeemable warrants. The above conclusions have been discussed with
KPMG LLP’s Department of Professional Practice.

4.
We note your response to comment 5 in our letter dated April 29, 2005. You indicate Mobil Long Haul, the holder of the Class B Preferred Partnership, holds the option to convert
the preferred partnership interests into common interests in PSCH at any time prior to the mandatory redemption date. The option to convert Class B Preferred Partnership interests into a 3.9% common partnership interest is a conditional obligation
held by Mobil Long Haul, since it was known at inception and requires you to settle in a fixed monetary amount. The mandatory redemption on the tenth anniversary of the 1999 transaction is an unconditional obligation within the scope of SFAS No. 150
and ASR 268 is no longer applicable. The presence of both the conditional and unconditional obligations noted above would require the instrument to be presented as a liability and measured at fair value within the scope of paragraph 12(a) SFAS No.
150. Please advise or amend your Form 10-K as of December 31, 2004 to revise your consolidated financial statements and related disclosures to present the Class B Preferred Partnership interest as a liability measured at fair value in accordance
with SFAS No. 150. Include the disclosures required by paragraph 37 of APB No. 20.

 Response:

 The Company has
concluded that the Class B Preferred Partnership interests are not within the scope of paragraph 12 (a) of SFAS No. 150 because the Class B interests do not embody either (1) an unconditional obligation or (2) a conditional obligation that may be
settled by issuing a variable percentage of its common partnership interests. The 3.9 percent common partnership interest that the Class B Preferred Partnership interest can be converted into is not a variable number of shares/partnership interest
that results in a fixed monetary amount as the value of this partnership interest changes with the fair value of all the common partnership interests. The 3.9 percent common partnership interest is subject to subsequent dilution by, for example, the
exercise, by certain employees of PSCH, of options to acquire common partnership interests in PSCH.

 The Company believes the redemption of the Class B Preferred Partnership interest is not “unconditional” because redemption is restricted by
several material conditions. These conditions include (1) the potential conversion of the interests by the holder, (2) the partnership agreement prohibition against redemption until after the Class A Preferred Partnership interests have been fully
redeemed, and (3) the partnership agreement prohibition on redemption at any time when the redemption would violate any bank credit agreements or debt indentures to which the Company is a party. Our existing debt agreements also preclude such
redemption.

 Mr. Brian V. McAllister

 July 5, 2005

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 Further, the Company does not believe the Class B shares embody an unconditional obligation that
requires the Company to redeem the shares by transferring assets because the holder may convert the Class B Preferred Partnership interest into a common partnership interest prior to the redemption date and the Company would then transfer a
percentage of common partnership interest and not transfer its assets. Furthermore, the shares do not contain a specific date on which assets must be transferred; rather, they contain a date upon which the Company may be required to pay cash if, and
only if, the holder did not previously convert the instrument into a common partnership interest and such a redemption is permitted.

 Based on the above, the Company has concluded that paragraphs 9 and 12(a) of SFAS No. 150 are not applicable to the Class B Preferred Partnership
interests. The above conclusion has been discussed with KPMG LLP’s Department of Professional Practice.

 Consolidated Statements of Cash Flows, page 22

5.
We note your response to comments 8 and 16 in our letter dated April 29, 2005. Please clarify the accounting treatment for purchased receivables included in your response. Please
tell us how you account for your purchase of receivables from your franchise locations in accordance with SFAS No. 140, or another applicable accounting pronouncement. Include the following in your response:

•

Please tell us if both you and your franchisees meet all of the conditions of sale accounting and your present accounting treatment for the purchased receivables. See paragraphs
9-11 of SFAS No. 140;

•

If you account for the transfer of assets as a sale, please tell us the amount of gains or losses recognized on the purchase of receivables and their classification in your
statement of operations for the years ended December 31, 2004, 2003, and 2002;

•

Or tell us if both you and your franchisees account for purchased receivables as secured borrowings including your consideration of the criteria preventing you from applying sale
accounting. See paragraph 15 of SFAS No. 140; and

•

In your response, please show us what your revised disclosure will look like for the related party effects of the transfer of assets. See SFAS No. 57.

 In your response please illustrate the
journal entries for you and your franchisees for the sales, purchases, gain recognition and cash collections on receivables

 Mr. Brian V. McAllister

 July 5, 2005

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 including the classifications for these entries in your balance sheet and statements of operations
and cash flows. Also, please clarify whether or not the company-owned Petro locations record revenue in your consolidated statements of operations for the sale of merchandise or services to third party customers generated at Petro franchise
locations.

 Response:

 We believe that both Petro and our franchisees meet the requirements of sale
accounting as outlined in SFAS 140, paragraphs 9-11. Specifically, the transferred receivables have been isolated from our franchisee, we obtain the right to pledge or exchange such receivables, and effective control is transferred to us, including
all rights and risks of collection.

 As noted
previously, the receivables we purchase from our franchisees are individual transactions, which are “lumped” together with all other transactions for a specific customer. The sold receivable is funded to the franchisee on a daily basis
less a per transaction fee for administrative and bad debt costs of administering the direct billing program. The receivables are typically collected within approximately 10 days and bad debt related to these receivables has historically been low.
Therefore, the amount of the receivables purchased, net of the transaction fee approximates the fair value on the date of transfer. Accordingly, given the short-term maturity of the related receivables, we do not recognize a gain or loss related to
these trans