UNITED STATES
                          SECURITIES AND EXCHANGE COMMISSION
                                WASHINGTON, D.C. 20549

                                      FORM 10-K

      [ ] Annual report pursuant to Section 13 or 15(d) of the Securities
                            Exchange Act of 1934

                For the fiscal year ended _____________________

    [X] Transition report pursuant to Section 13 or 15(d) of the Securities
                            Exchange Act of 1934

         For the transition period from January 28, 2001 to November 3, 2001

                      Commission file number: 33-63372

                          PUEBLO XTRA INTERNATIONAL, INC.
             (Exact name of registrant as specified in its charter)

               Delaware                         65-0415593
  ------------------------------------   -----------------------------
   (State or other jurisdiction of      (I.R.S. employer identification no.)
    incorporation or organization)

       1300 N.W. 22nd Street
       Pompano Beach, Florida                      33069
  ------------------------------------   -----------------------------
(Address of principal executive offices)         (Zip code)

     Registrant's telephone number, including area code: (954) 977-2500

      Securities registered pursuant to Section 12(b) of the Act:  None

      Securities registered pursuant to Section 12(g) of the Act:  None

     Indicate by check mark whether the registrant (1) has filed all reports
 required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
 1934 during the preceding 12 months (or for such shorter period that the
 registrant was required to file such reports), and (2) has been subject to
 such filing requirements for the past 90 days.
 YES  X    NO

     Indicate by check mark if disclosure of delinquent filers pursuant to
 Item 405 of Regulation S-K is not contained herein, and will not be
 contained, to the best of registrant's knowledge, in definitive proxy or
 information statements incorporated by reference in Part III of this Form
 10-K or any amendment to this Form 10-K. [X]

     No voting stock of the Registrant is held by non-affiliates of the
 Registrant.

     Number of shares of the Registrant's Common Stock, $ .10 par value,
 outstanding as of February 1, 2002 -- 200.










                                  PART I

ITEM 1.     BUSINESS

General

      Pueblo Xtra International, Inc. (the Company) is a Delaware holding
 company that owns all of the common stock of Pueblo International, LLC and
 Pueblo Entertainment, Inc., both Delaware companies.  Throughout this report
 Pueblo International, LLC, together with its subsidiaries, is referred to as
 Pueblo and Pueblo Entertainment, Inc. is referred to as Pueblo Entertainment.
 Pueblo Entertainment was created on January 28, 2001 to own and operate the
 video rental store assets in Puerto Rico.  Prior to that date those assets
 were owned and operated by Pueblo International, Inc..  Pueblo International,
 Inc. was converted to a Delaware limited liability corporation on November 4,
 2001 and its name was changed to Pueblo International, LLC.  Pueblo owns
 all of the common stock of Xtra Super Food Center, Inc. ("Xtra"), the
 subsidiary that operates the supermarkets and video rental stores in the U.S.
 Virgin Islands.  Pueblo, which was founded in 1955 with the opening of the
 first mainland-style supermarkets in Puerto Rico, is one of the leading
 supermarket chains in the Commonwealth of Puerto Rico and the Territory of
 the U.S. Virgin Islands. In addition, the Company, through its ownership of
 Pueblo and Pueblo Entertainment, is the leading operator of video rental
 outlets in Puerto Rico and the U.S. Virgin Islands through its franchise
 rights with Blockbuster, Inc. ("BI").  The Company currently operates 42
 supermarkets in Puerto Rico and 6 supermarkets in the U.S. Virgin Islands.
 The Company also currently operates 39 video rental stores in Puerto Rico and
 2 video rental stores in the U.S. Virgin Islands.

      On November 2, 2001 the Company and its subsidiaries changed their
 fiscal year end from the Saturday closest to January 31 to the Saturday
 closest to October 31.  Consequently, the transition period being reported
 in this Annual Report on Form 10-K is the forty weeks ended November 3, 2001.

     On July 28, 1993, the Company acquired all of the outstanding shares of
 common stock of Pueblo for an aggregate purchase price of $283.6 million plus
 transaction costs (hereinafter referred to as the "Acquisition").  Pursuant
 to the Acquisition, Pueblo became a wholly-owned subsidiary of the Company.
 The shares were acquired from an investor group including affiliates of
 Metropolitan Life Insurance Company, The First Boston Corporation and certain
 current and former members of Pueblo management and its Board of Directors.

      The Acquisition has been accounted for under the purchase method
 effective July 31, 1993 as discussed in Note (2)-- Goodwill of the notes to
 the Company's consolidated financial statements referenced in Part II, Item 8
 of this Form 10-K.

Business of the Company

Supermarket Industry Overview

      The top four chains in the retail grocery industry in Puerto Rico
 account for approximately 66% of total industry sales, with the remainder
 divided among smaller chains and numerous independent operations.  Total
 supermarket chain sales in calendar year 2001 were approximately $2.6
 billion, a significant portion of which was attributable to the more densely
 populated greater San Juan metropolitan area, where the larger chains are
 concentrated.  The grocery industry in less populated parts of the island is
 characterized by smaller family-run operations with limited selection and
 less competitive prices.  No major U.S. supermarket chains have established
 operations in the Puerto Rico grocery market, although a number of national
 general merchandise chains have significant Puerto Rican operations.
 National warehouse clubs and mass merchandisers, which have entered the
 Puerto Rico and U.S. Virgin Islands markets since 1990 offering various bulk
 grocery and general merchandise items, have increased pricing pressures on
 grocery retailers including the Company.

Puerto Rico

      The Company operates its supermarkets under the names Pueblo and
 PuebloXtra with emphasis on service, variety and high quality products at
 competitive prices.  In Puerto Rico, the Company has a grocery retailing
 market share of approximately 21%.  In addition, the Company estimates that
 it has a 30% market share in the greater San Juan metropolitan area, the
 most densely populated region of Puerto Rico, with more than one-third of the
 island's 3.9 million residents. During the 40 weeks ending November 3, 2001,
 the Company's stores in Puerto Rico averaged approximately 41,100 gross
 square feet and generated an average of approximately $319 of sales per
 selling square foot. Since the Acquisition, the Company has constructed six
 new supermarkets and remodeled 32 existing supermarkets in Puerto Rico.

U.S. Virgin Islands

      During the 40 weeks ending November 3, 2001, the six supermarkets in the
 U.S. Virgin Islands averaged 34,367 gross square feet and generated an
 average of approximately $305 of sales per selling square foot. The Company
 has an estimated U.S. Virgin Islands grocery retailing market share of
 approximately 36%.  Since the Acquisition, the Company has added one new
 supermarket and remodeled five existing supermarkets in the U.S. Virgin
 Islands.

Video Operations

      The Company has operated franchised video rental locations in Puerto
 Rico since 1989 and in the U.S. Virgin Islands since 1993 and currently
 operates 41 video rental locations in Puerto Rico and the U.S. Virgin
 Islands.  In Puerto Rico, the Company operates 15 in-store video rental
 outlets and 24 free-standing video rental stores, most of which are adjacent
 to its supermarkets.  In the U.S. Virgin Islands, the Company operates two
 video rental stores.  The Company's free-standing video rental stores average
 approximately 5,500 gross square feet, while the Company's in-store video
 rental outlets average approximately 4,050 gross square feet.  During fiscal
 1998, the Company converted all of the remaining video outlets which it
 operated in its supermarkets under the name Pueblo Video Clubs into its Video
 Rental Division.  In order to increase customer traffic in its supermarkets,
 the Company's typical in-store video rental outlet has a separate entrance
 but its principal exit leads into the supermarket.  In addition, the Company
 is able to take advantage of cross-marketing opportunities with its
 supermarket operations, including promotional video rental and merchandising
 offers.

      The Company's Video Rental Operations are currently the largest major
 video chain operating in Puerto Rico and the U.S. Virgin Islands.  In the
 last several years Video Avenue has opened 15 stores in Puerto Rico in
 competition with the Company.  Each of the Company's free-standing video
 rental locations carries an average of approximately 11,000 tapes dedicated
 to video rental whereas its in-store video rental locations average
 approximately 8,900.  Each location also offers for sale a selection of
 recorded and blank video tapes, music compact discs, video game cartridges,
 self-activated cellular phones, prepaid phone cards, accessories, and snack
 food products.  For promotions of its Video Rental Division operations, the
 Company primarily utilizes print, television, radio, billboards and in-store
 signage.  The Company's franchisor also provides product and support services
 to the Company.  These include, among other things, marketing programs and
 computer software.

      The Company's successful development of its video rental franchise has
 been the result of its ability to leverage its knowledge of Puerto Rico and
 existing market and retailing expertise.  The Company's knowledge of real
 estate and its existing portfolio of desirable supermarket locations has
 enabled it to obtain attractive, high traffic locations for its Video Rental
 Operations.  The Company will continue to evaluate expansion opportunities in
 its markets.

      The Company's Development Agreements with its franchisor provide for the
 Company's right to open video rental locations in Puerto Rico and the U.S.
 Virgin Islands during the term of such agreements.  The Development
 Agreements contain development quotas which the Company has fulfilled
 requiring the Company to open a certain number of video rental locations in
 Puerto Rico and in the U.S. Virgin Islands.  Each video rental location is
 subject to a Franchise Agreement with the Company's franchisor that provides
 the right for such location to conduct video rental operations for a 20-year
 period.

Store Composition

      Since the Acquisition, the Company has made capital expenditures of
 approximately $117.5 million in its supermarket operations in Puerto Rico and
 the U.S. Virgin Islands, including the opening of six new supermarkets, the
 acquisition of one new supermarket and the remodeling of 37 existing
 supermarkets.  In the same period, the Company has made capital expenditures
 totaling approximately $10.9 million in its Video Rental Division operations.
 The history of store openings, closings and remodelings, beginning with
 fiscal 1998, is set forth in the table below:

<TABLE>
<CAPTION>
                                  40 Weeks
                                   Ended
                                 November 3,            Fiscal Year
                                 -----------  ------------------------------
                                    2001      2001     2000     1999    1998
                                    ----      ----     ----     ----    ----
<S>                                  <C>      <C>      <C>      <C>     <C>
Stores in Operation:
  At beginning of year . . . . . . .   91       93       94       94       77
  Stores opened:
     Supermarkets  . . . . . . . . .   -        -        -        1        -
     video rental stores . . . . . .   -        1        -        1       17**

  Stores closed:
     Puerto Rico - Supermarket . . .   -        2        -        1*       -
     Puerto Rico - video rental  . .   2        1        1        1*       -
                                     ----     ----     ----     ----    ----
  At end of year . . . . . . . . .    89       91       93       94       94
                                     ====     ====     ====     ====    ====
 Remodels and/or conversions  . . .    2        8        9        2       16
                                     ====     ====     ====     ====    ====
  Store Composition at Year-End:
     By division:
        Supermarkets . . . . . . . .  48       48       50       50       50
        video rental stores  . . . .  41       43       43       44       44
                                     ----     ----     ----     ----    ----
  Total                               89       91       93       94       94
                                     ====     ====     ====     ====    ====
     By location:
       Puerto Rico . . . . . . . .    81       83       85       86       86
       U.S. Virgin Islands . . . .     8        8        8        8        8
                                     ----     ----     ----     ----    ----
  Total                               89       91       93       94       94
                                     ====     ====     ====     ====    ====
</TABLE>
	*    Closed as a result of Hurricane Georges; will not be reopened.
	**   Includes conversion of Pueblo Video Clubs into its Video Rental Division
	     stores.
Supermarket Purchasing and Distribution

     The Company's buying staff actively purchases products from distributors,
 as well as directly from the producer or manufacturer.  The Company generally
 controls shipping from the point of purchase in an effort to reduce costs and
 control delivery times.  The Company currently buys approximately 57% of its
 total dollar volume of product purchases directly from manufacturers and is
 seeking to increase this percentage to reduce costs and to obtain superior
 payment terms.

     The Company owns a full-line distribution center in greater San Juan with
 approximately 300,000 square feet.  The only facility of its type on the
 island with both refrigerated and freezer capacity, the San Juan distribution
 center has capacity to store approximately 1.5 million cases of assorted
 products and serves as the Company's central distribution center for the
 island.  The distribution center is equipped with a computerized tracking
 system which is integrated with the Company's purchasing, inventory
 management and shipping systems.  This system enables the Company to make
 rapid procurement decisions, optimize inventory levels and increase labor
 productivity.  During the fiscal year ended November 3, 2001, this facility
 provided approximately 57% of the goods (measured by purchase cost) supplied
 to the Company's stores in Puerto Rico.

Supermarket Merchandising

General

      The Company's merchandising strategies integrate one-stop shopping
 convenience, premium quality products, attractive pricing and effective
 advertising and promotions.  The Company reinforces its merchandising
 strategies with friendly and efficient service, effective promotional
 programs, in-store activities, and both brand name and high quality private
 label product offerings.

Product Offerings

      Over the past several years management greatly increased the number of
 items offered, analyzed the preferences of its customers, and then eliminated
 certain low demand items.  The Company expanded its supermarket stock keeping
 units ("SKUs") from approximately 23,000 to approximately 67,000. Management
 believes the Company's supermarkets offer the greatest product variety within
 their market areas, as its competitors generally lack the sales volume, store
 size and procurement efficiencies to stock and merchandise the wide variety
 of products and services offered by the Company.  The Company's management
 believes the convenience and quality of its specialty department products
 contribute to customer satisfaction.



















      The following table sets forth the mix of products sold (as measured in
 sales dollars) in the Company's supermarkets for the fiscal years indicated:

<TABLE>
<CAPTION>
                                    40 Weeks           Fiscal Year Ended
                                      Ended        ---------------------------
                                    November 3,    January 27,     January 29,
Product Category                       2001           2001            2000
                                   -----------     -----------     -----------
<S>                                  <C>             <C>             <C>
Grocery   . . . . . . . . . . .  .      43.8%           45.2%           45.7%
Health/Beauty Care/General Merchandise   8.2             8.2             7.7
Dairy   . . . . . . . . . . . . . .     18.6            17.8            18.0
Meat/Seafood  . . . . . . . . . . .     15.7            15.1            14.4
Produce . . . . . . . . . . . . . .      9.1             9.1             9.7
Deli/Bakery . . . . . . . . . . . .      4.6             4.6             4.5
                                       ------          ------          ------
     Total  . . . . . . . . . . . .    100.0%           100.0%         100.0%
                                       ======          ======          ======

</TABLE>

Pricing

      As one of the largest grocery store chain operators in its markets, the
 Company is able to take advantage of volume purchase discounts and shipping
 efficiencies to offer competitive pricing at its supermarkets. The Company
 utilizes weekly circulars to emphasize special offers.

Private Label

      During fiscal 1998 the Company began selling Pueblo brand private label
 grocery, dairy, and frozen food items in its supermarkets.  As of November 3,
 2001, the Company continues to have approximately 320 SKUs of manufactured
 Pueblo brand items offered in its supermarkets.  Product selection seeks to
 achieve quality that is equal to or better than competitive national brand
 products and sourcing that will enhance gross margin.

      Historically, the Company utilized only Food Club manufactured private
 label products through the Company's membership with Topco Associates, Inc.
 Utilization of these products has not been discontinued.  Rather, product
 offerings among Pueblo private label products, Food Club private label
 products and national brands are chosen on the basis of quality, cost, gross
 margin and sales volume in order to offer what management believes is the
 best selection and value to its customers.

      The Company's private label program consists of the products discussed
 in the two preceding paragraphs as well as Pueblo private label products sold
 in its bakery and deli departments and a variety of brand labels sold
 exclusively at its supermarkets.  Private label sales are approximately 14.3%
 of total supermarket sales.

Category Management

      During fiscal 1998, the Company implemented a category management system
 designed to combine traditional buying, reordering and pricing functions
 under the leadership of corporate level category merchandisers.  The system
 allows the company to assign profit management to the individual responsible
 for a product category.  The Company's management believes such a system
 improves sales, optimizes inventory levels, reduces purchase costs and
 thereby enhances gross profit and operating profit margins.



Advertising and Promotion

      The Company primarily utilizes newspaper, radio, television and in-store
 advertising in Puerto Rico and the U.S. Virgin Islands.  The Company's
 grocery operations run multi-page newspaper inserts and full-page color
 advertisements.

      In March of 2001, the Company introduced the new "PuebloCard" to its
 customers in Puerto Rico and the U. S. Virgin Islands.  The PuebloCard will
 serve many functions, including enhancing customer loyalty, through providing
 discounts available only to customers using the card, check cashing services,
 and target marketing.

      All advertising is created and designed through the Company's
 wholly-owned advertising agency, CaribAd, Inc. (dba "Adteam").  Adteam, based
 in Puerto Rico, develops promotional programs for all of the Company's
 markets, thereby providing advertising cost advantages over the Company's
 competitors.

Competition

      The grocery retailing business is highly competitive.  Competition is
 based primarily on price, quality of goods and service, convenience and
 product mix.  The number and type of competitors, and the degree of
 competition experienced by individual stores, vary by location.

      The Company competes with local food chains, such as Supermercados
 Amigo, Supermercados Grande, Supermercados Econo, Mr. Special Supermarkets,
 Plaza Gigante Supermarkets, and Supermercados Selecto in Puerto Rico, and
 Plaza Extra and Cost-U-Less in the U. S. Virgin Islands, as well as numerous
 independent operations throughout Puerto Rico and the U.S. Virgin Islands.
 In addition, several warehouse clubs and mass merchandisers, such as Sam's
 Club, Wal-Mart, Kmart (including its Big K format), Costco and Walgreens,
 have opened new locations in Puerto Rico and the U.S. Virgin Islands.

      Although the Company's Video Rental Operations constitute the largest
 video chain in Puerto Rico and the U.S. Virgin Islands, the Company competes
 with 15 Video Avenue stores and numerous local, independent video retailers.
 In addition, the Company's video rental stores compete against cable,
 television, satellite broadcasting, movie theaters, the Internet, and other
 forms of entertainment.

Management Information Systems

      The Company believes high levels of automation and technology are
 essential to its operations and has invested considerable resources in
 computer hardware, systems applications and networking capabilities.  These
 systems integrate all major aspects of the Company's business, including the
 monitoring of store sales, inventory control, merchandise planning, labor
 utilization, distribution and financial reporting.

      All of the Company's stores are equipped with state-of-the-art point of
 sale terminals with full price look-up capabilities that capture sales at the
 time of transaction down to the SKU level through the use of bar-code
 scanners.  These scanners facilitate customer check-out and provide, by
 store, valuable stock-replenishment information for buyers and financial
 information used by management.  Similar scanning technology is used by each
 store to electronically record goods received and orders generated.  To
 provide the best service possible, the Company has installed a labor
 scheduling system that schedules optimal staffing based on sales, customer
 traffic and defined service objectives.  In addition, the Company has
 installed software to monitor cash register check out transactions, by
 cashier, according to type and frequency in order to improve check out
 operations and reduce inventory shrinkage.  The Company's management
 information systems at its Video Rental Operations are state-of-the art
 systems which are licensed to the Company by its franchisor.

Employees

      As of November 3, 2001, the Company had approximately 4,800 employees
 (full- and part-time) of whom approximately 3,800 were employed at the
 supermarket level, 500 at the administrative and financial services offices
 and distribution center and 500 by the Video Rental Division.  Approximately
 66% of the Company's supermarket employees are employed on a part-time basis.
 Approximately 3,300 store employees are represented by a nonaffiliated
 collective bargaining organization under a three year contract expiring in
 2002.  The Company considers its relations with its employees to be good.

Trademarks, Tradenames and Service Marks

      The Company owns certain trademarks, tradenames and service marks used
 in its business, which are duly registered with the U. S. Patent and Trade
 office, and the appropriate governmental authorities in Florida, Puerto Rico,
 the U. S. Virgin Islands, and selected foreign jurisdictions.  The Company
 believes that its trademarks, tradenames, and service marks, including
 Pueblo, PuebloXtra, and Xtra, are valuable assets due to the fact that brand
 name recognition and logos are important considerations in the Company's
 consumer markets.  As a franchisee, the Company has exclusive rights to use
 the Blockbuster trademark in its specified franchise territories.

Regulation

      Compliance by the Company with federal, state and local environmental
 protection laws has not had, and is not expected to have, a material effect
 on capital expenditures, earnings or the competitive position of the Company.

ITEM 2.     PROPERTIES

      The following table sets forth information as of November 3, 2001 with
 respect to the owned and leased stores and support facilities used by Pueblo
 in its business:

<TABLE>
<CAPTION>                      Owned (1)         Leased (2)             Total
                             -----------------   -----------------    ----------------
                             No. Gross Sq. Ft.   No. Gross Sq. Ft.    No. Gross Sq. Ft
                             --- -------------   --- -------------    --- ------------
<S>                            <C>                 <C>                  <C>
Supermarkets . . . . . . .    6    273,000       42    1,660,000      48    1,933,000
Video rental stores  . . .    3     17,000       38      187,000      41      204,000
Distribution center & offices 1    300,000        1       13,000       2      313,000
</TABLE>

----------
(1)  For four of the owned stores the Company owns the building and leases
 the land.  Three of these are in Puerto Rico and one is in the U.S. Virgin
 Islands.

(2)  Total supermarkets and leased gross square footage includes 42,080 square
 feet for the Cayey store closed 12/30/00 whose lease has not been assigned.

      The majority of the Company's supermarket operations are conducted on
 leased premises which have initial terms generally ranging from 20 to 25
 years.  The lease terms typically contain renewal options allowing the
 Company to extend the lease term in five to ten year increments.  The leases
 provide for fixed monthly rental payments subject to various periodic
 adjustments.  The leases often require the Company to pay percentage annual
 rent and certain expenses related to the premises such as insurance, taxes
 and maintenance.  See Note (5)-- Leases and Leasehold Interests of the notes
 to the Company's consolidated financial statements referenced in Part II,
 Item 8 of this Form 10-K.  The Company does not anticipate any difficulties
 in renewing its leases as they expire.

      The construction of new owned facilities and remodeling of existing
 facilities are financed principally with internally generated funds.  All
 owned properties of Pueblo are pledged as collateral (by a pledge of the
 assets of the Company's subsidiaries) under the Company's existing bank
 credit agreement dated as of April 29, 1997 (the "New Bank Credit Agreement")
 with a syndicate of banks (see Note (4)-- Debt in the notes to the Company's
 consolidated financial statements referenced in Part II, Item 8 of this Form
 10-K).

      The Company owns its headquarters, which includes the supermarket and
 Video Rental Division offices and the Distribution Center located in
 Carolina, Puerto Rico (near San Juan), and leases its administrative offices
 located in Pompano Beach, Florida.

      The Company's management believes that its properties are adequately
 maintained and sufficient for its business needs.

ITEM 3.     LEGAL PROCEEDINGS

       At November 3, 2001, the Company was party to a number of legal
 proceedings involving claims for money damages arising in the ordinary course
 of conducting its business which are either covered by insurance or are
 within the Company's self-insurance program, and in a number of other
 proceedings which are not deemed material.  Management believes there were no
 material contingencies as of November 3, 2001.  It is not possible to
 determine the ultimate outcome of these matters; however, management is of
 the opinion that the final resolution of any threatened or pending litigation
 is not likely to have a material adverse effect on the financial position or
 results of operations of the Company.

ITEM 4.     SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

      There were no matters submitted to a vote of security holders during the
 40 weeks ended November 3, 2001.


                                   PART II.

ITEM 5.     MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED SHAREHOLDER
            MATTERS

Market Information

      There is no established public trading market for the Company's common
 equity.

Holders

      The Company is a wholly-owned subsidiary of PXC&M Holdings, Inc. a
 Delaware Corporation ("Holdings").  Shares of Holdings are indirectly
 beneficially owned by a trust for the benefit of the family of Gustavo
 Cisneros, and a trust for the benefit of the family of Ricardo Cisneros, with
 each trust having a 50% indirect beneficial ownership interest in the shares
 of Holdings.  These trusts are referred to herein as the "Principal
 Shareholders."  Messrs. Gustavo and Ricardo Cisneros disclaim beneficial
 ownership of the shares.

Dividends

      No cash dividends have been declared on the common stock since the
 Company's inception.  Certain restrictive covenants in the New Bank Credit
 Agreement impose limitations on the declaration or payment of dividends by
 the Company.  Additionally, dividend payments by Pueblo and Pueblo
 Entertainment to the Company are restricted under the terms of the New Bank
 Credit Agreement.  The New Bank Credit Agreement, however, provides that so
 long as no default or event of default (as defined in the New Bank Credit
 Agreement) exists, or would exist as a result, Pueblo is permitted to pay
 cash dividends to the Company in an aggregate amount necessary to pay
 interest on the Company's 9 1/2 % Senior Notes due 2003 (the "Notes") and the
 Company's 9 1/2 % Series C Notes due 2003 (the "Series C Senior Notes") then
 due and payable in accordance with the terms thereof (see Note (4)-- Debt in
 the notes to Consolidated Financial Statements).


ITEM 6.     SELECTED FINANCIAL DATA
            (Dollars in thousands, except average sales per selling square
            foot amounts)

<TABLE>
<CAPTION>
                                    40 Weeks Ended
                               ------------------------                   Fiscal Year Ended
                                           (unaudited)   --------------------------------------------------
                               November 3,  November 4,  January 27,  January 29,  January 30,  January 31,
                                  2001         2000          2001         2000         1999         1998
                               -----------  -----------  -----------  -----------  -----------  -----------
<S>                            <C>          <C>          <C>          <C>          <C>          <C>
Operating Statement Data
Net sales                      $433,342     $478,799     $622,050     $674,145     $784,774     $938,506
Cost of goods sold              290,997      326,066      423,755      456,143      528,395      667,043
                               ---------    ---------    ---------    ---------    ---------    ---------
   Gross profit                 142,345      152,733      198,295      218,002      256,379      271,463
Selling, general and admin-
    istrative expenses          116,541      127,101      165,667      163,785      172,964      204,185
Gain on insurance settlement(1)       -       (2,464)      (2,464)     (15,066)           -            -
Store Closings:
   Exit costs (2)                     -          685           685           -            -            -
   Write down of impaired
      assets (2)                      -        3,578         3,534           -            -            -
Depreciation and amortization    22,671       25,945        34,142      31,632       36,529       40,175
                               ---------    ---------    ---------    ---------    ---------    ---------
   Operating profit (loss)        3,133       (2,112)       (3,269)     37,651       46,886       27,103
Sundry, net                                        -             -           -            -          (36)
Interest expense-debt and
   capital lease obligations    (18,376)     (23,272)      (28,830)    (30,371)     (29,556)     (30,527)
Interest and investment
   income, net                      415        2,256         2,500       2,750        1,379          910
Loss on sale of real
   property (3)                                    -             -       (1,291)           -           -
Income tax benefit (expense)      6,612        8,497        11,691       (4,015)      (9,832)       (583)
                               ---------    ---------    ---------    ---------    ---------    ---------
(Loss) Income before
   extraordinary item            (8,216)     (14,631)      (17,908)       4,724        8,877      (3,133)
Extraordinary item, net of
   taxes (4)                          -       20,603        20,603            -            -      (2,444)
                               ---------    ---------    -----------  -----------   -----------   ---------
Net (loss) income              $ (8,216)    $  5,972     $   2,695    $   4,724     $  8,877     $(5,577)
                               =========    =========    =========    =========    =========    =========
</TABLE>

          See notes to Selected Financial Data at the end of Item 6.













<TABLE>
<CAPTION>
                                                          As of
                              -------------------------------------------------------------------
                              November 3,   January 27,   January 29,   January 30,   January 31,
                                 2001          2001          2000          1999          1998
                              -----------   -----------   -----------   -----------   -----------
<S>                           <C>           <C>           <C>           <C>           <C>
Balance Sheet Data

Cash and cash equivalents (5)  $ 2,169        $34,833       $95,711       $55,500       $28,770
Working capital (deficit)          252         (6,899)       22,214         1,578       (23,535)
Property and equipment, net    111,227        118,598       122,263       129,860       135,844
Total assets                   394,159        434,790       521,564       507,002       502,176
Total debt and capital
   lease obligations           218,277        218,047       283,705       276,032       275,576
Stockholder's equity            35,385         43,601        40,906        36,182        27,305
</TABLE>




<TABLE>
<CAPTION>

                                   40 Weeks Ended
                              ------------------------                   Fiscal Year Ended
                                          (unaudited)   --------------------------------------------------
                              November 3,  November 4,  January 27,  January 29,  January 30,  January 31,
                                 2001         2000          2001         2000         1999         1998
                              -----------  -----------  -----------  -----------  -----------  -----------
<S>                           <C>          <C>          <C>         <C>           <C>           <C>
Certain Financial Ratios
   and Other Data
EBITDA (as defined) (6)        $25,804      $27,411      $34,407     $69,283       $83,415       $67,278
Cash flow (used in) provided
   by investing activities (3)  (5,240)     (15,970)     (17,249)      1,077        (8,209)          187
Cash flow used in
   financing activities           (503)     (31,415)     (31,685)       (576)         (591)      (20,343)
Cash flow (used in) provided
   by operating activities     (26,921)     (41,663)     (11,944)     39,710        35,530        36,778
Capital expenditures            (5,271)     (16,154)      17,452      21,650 *      15,271        10,938
EBITDA (as defined) margin (6)     6.0%         5.7%         5.5%       10.3%         10.6%          7.2%
Debt to EBITDA  (as defined)     6.65:1**     4.94:1**     6.34:1      4.09:1        3.30:1        4.10:1

* Excludes replacements of approximately $13.1 million as a result of damages from Hurricane Georges.

** For comparison purposes, these ratios were computed using the EBITDA for the trailing 52 week period.

</TABLE>
          See notes to Selected Financial Data at the end of Item 6.























<TABLE>
<CAPTION>

                                             40 Weeks Ended
                                        ------------------------
                                                     (unaudited)                Fiscal Year
                                        November 3,  November 4,  ----------------------------------------
                                           2001         2000        2001      2000       1999       1998
                                        -----------  -----------  --------  --------   --------   --------
<S>                                        <C>         <C>          <C>       <C>        <C>       <C>
RETAIL FOOD DIVISION DATA
Puerto Rico
 Number of stores (at fiscal year-end)           42         44         42         44         44         44
 Average sales per store (7)               $  8,698   $  9,144   $ 11,943   $ 12,901   $ 14,804   $ 18,221
 Average selling square footage              28,895     28,632     28,149     28,243     27,179     26,455
 Average sales per selling square foot (7) $    319   $    346   $    452   $    491   $    590   $    701
 Total sales                               $365,311   $402,357   $522,059   $567,658   $650,816   $801,732
 Same store sales % change                   (7.6)%     (8.3)%     (7.6)%    (13.1)%    (17.8)%    (10.2)%

U.S. Virgin Islands
 Number of stores (at fiscal year-end)            6          6          6          6          6          6
 Average sales per store (7)               $  5,916   $  6,194   $  8,085   $  8,364   $ 11,326   $ 14,777
 Average selling square footage              19,421     19,421     19,421     19,421     19,421     19,421
 Average sales per selling square foot (7) $    305   $    317   $    414   $    427   $    580   $    754
 Total sales                               $ 35,497   $ 37,163   $ 48,509   $ 50,185   $ 67,958   $ 88,659
 Same store sales % change                   (4.5)%     (3.0)%     (3.3)%    (26.2)%    (21.7)%     (3.9)%

VIDEO RENTAL DIVISION DATA
Video Rental Stores
 Number of stores (at fiscal year-end)           41         43         43         43         44         44
 Average sales per store (7)               $    702   $    746   $  1,000   $  1,146    $ 1,381    $ 1,371
 Average weekly sales                      $    740   $    802   $    837   $    962    $ 1,184    $   683
 Total sales                               $ 29,421   $ 32,084   $ 42,954   $ 49,920    $60,972    $48,115
 Same store sales % change                   (7.8)%    (13.8)%    (13.5)%    (18.6)%      10.8%     (4.5)%

</TABLE>
          See notes to Selected Financial Data at the end of Item 6.


NOTES TO SELECTED FINANCIAL DATA

(1) The Company realized a gain from an insurance settlement relating to
    Hurricane Georges on the excess of replacement costs over book value of
    assets replaced that were damaged by the storm.
(2) The company recorded a charge of $0.7 million for the estimated carrying
    costs of stores that were closed and $3.5 million for the write down of
    related assets.
(3) The Company received $35.5 million in cash and incurred a loss in a
    sale/leaseback of real estate.
(4) The 40 weeks ended November 4, 2000 and the fiscal year ended January 27,
    2001 amount relates to a gain on early extinguishment of debt, net of
    income taxes of $13,264.  The fiscal year 1998 amount relates to a loss on
    the early extinguishment of debt, net of income taxes of $1,567.
(5) Highly liquid investments purchased with a maturity of three months or
    less are considered cash equivalents.
(6) EBITDA (as defined) represents Earnings Before Interest, Taxes,
    Depreciation, Amortization, the loss on sale/leaseback transaction,
    sundry, and the write down of impaired assets.  EBITDA (as defined) is not
    intended to represent cash flow from operations as defined by accounting
    principles generally accepted in the United States of America and should
    not be considered as an alternative to net income (loss) as an indication
    of the Company's operating performance or to cash flows as a measure of
    liquidity.  EBITDA (as defined) is included as it is the basis upon which
    the Company assesses its financial performance.  EBITDA (as defined)
    margin represents EBITDA (as defined) divided by net sales.
(7) For all periods presented, average sales are weighted for the period of
    time stores are open during the year.




ITEM 7.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
             AND RESULTS OF OPERATIONS

General

     The Company was organized in 1993 to acquire Pueblo in the Acquisition.
 In connection with the Acquisition, the Company incurred significant
 indebtedness and recorded significant goodwill.  Following the Acquisition,
 the Company continued an existing operating strategy designed to expand its
 supermarket penetration through new supermarket openings in Puerto Rico and
 Florida and new video rental locations in Puerto Rico.  The number of the
 Company's supermarkets in Puerto Rico and the U.S. Virgin Islands grew from
 46 to 50 and the number of the Company's video rental locations (including
 conversions) grew from 20 to 43, in each case measured from the Acquisition
 through the end of fiscal 2000.  During the fiscal year ended January 27,
 2001, the Company closed 2 under-performing supermarkets in Puerto Rico,
 reducing the number of supermarkets to 48.  Also in such year, the Company
 relocated a video rental store that was in one of the closed supermarkets to
 a new free standing location.  On November 2, 2001 the Company changed its
 fiscal year end from the Saturday closest to January 31 to the Saturday
 closest to October 31.  Consequently, the fiscal period being reported in
 this Annual Report on Form 10-K is the 40 weeks ended November 3, 2001.
 During the 40 weeks ended November 3, 2001, the Company closed 2
 under-performing video rental stores, reducing the number to 41.  From the
 Acquisition through November 3, 2001, the Company made capital expenditures
 totaling $137.6 million, of which $128.5 million related to Puerto Rico and
 the U.S. Virgin Islands.

      Throughout this time period, the Company's markets have been affected by
 an increasing level of competition from local supermarket chains, independent
 supermarkets, warehouse club stores, mass merchandisers, department stores,
 discount drug stores and convenience stores.  Warehouse club stores and mass
 merchandisers, which began entering the Puerto Rico and U.S. Virgin Islands
 markets in 1990 offering various grocery and general merchandise items, have
 increased pricing pressures on grocery retailers including the Company.  In
 addition, low inflation in food prices in recent years has made it difficult
 for the Company and other grocery store operators to increase prices and has
 intensified the competitive environment by causing such retailers to
 emphasize promotional activities and discount pricing to maintain or gain
 market share.

      The Company's focus from the date of Acquisition through the end of
 fiscal 1997 on new supermarket development rather than supermarket
 operations, as well as the effects of increased competition, resulted in
 declines in both net sales and same store sales and in consolidated operating
 results.

      In October 1995, William T. Keon, III was named President and Chief
 Executive Officer of the Company.  Following his arrival at the Company, Mr.
 Keon conducted a thorough review of the Company's operating business
 practices and its financial performance.  As a result of such review, the
 Company determined in January 1996 to discontinue its retail operations in
 the competitive Florida market in order to focus on its core markets where it
 has a stronger competitive position and greater profit opportunities.  In
 fiscal 1996, management also began to take several other actions designed to
 improve the financial performance of the Company, including the closing of
 two under-performing supermarkets in Puerto Rico, an increase in the
 Company's advertising expenditures in Puerto Rico, and the conversion of six
 Pueblo Video Clubs into in-store Video Rental Division outlets.  Throughout
 fiscal 1997 and fiscal 1998, the Company completed its conversion of Pueblo
 Video Clubs into Video Rental Division outlets.  During fiscal 1998 a new
 management team was put in place which embarked on converting the Puerto Rico
 and U. S. Virgin Islands supermarkets to "combo" stores which offer expanded
 grocery items, a wide selection of health and beauty care products and
 general merchandise.  In addition, services such as banks and private postal
 services were added to many of the stores.  Management also embarked on a
 program to remodel the supermarkets and open new stores where appropriate.  A
 total of twenty-three supermarkets were remodeled from fiscal 1997 through
 November 3, 2001.  Although the remodeling program was delayed in the latter
 part of fiscal 1999, and the early part of fiscal 2000, due to the business
 interruption as a result of Hurricane Georges, the Company continued the
 program in fiscal 2000 and fiscal 2001 with the completion of seventeen of
 the twenty-three remodels, nine of which were completed in fiscal 2000 and
 eight in fiscal 2001. The Company's store remodel program continued during
 the 40 weeks ended November 3, 2001, with two additional remodels.  In fiscal
 1999 one new supermarket and one new video rental store were opened in Puerto
 Rico.  Currently, the company has an additional supermarket and video rental
 location under construction.

      The Company has no operations of its own, and its only assets are its
 equity interests in Pueblo and Pueblo Entertainment and intercompany notes
 issued to the Company by its subsidiaries in connection with its investment
 of the net proceeds of the 9 1/2% senior notes (the "Notes") and the 9 1/2%
 Series C Senior Notes Due 2003 (the "Series C Senior Notes").  The Company
 has no source of cash to meet its obligations, including its obligations
 under the Notes and the Series C Senior Notes, other than payments by its
 subsidiaries on such intercompany notes, which are restricted and effectively
 subordinated to Pueblo's obligations under the New Bank Credit Agreement, and
 dividends from its subsidiaries.  The New Bank Credit Agreement contains an
 exception to the restriction on the payment of dividends which provides that
 so long as no default or event of default (as defined in the New Bank Credit
 Agreement) exists, or would exist as a result thereof, Pueblo is permitted to
 pay cash dividends to the Company in an aggregate amount necessary to pay
 interest on the Notes and the Series C Senior Notes then due and payable in
 accordance with the terms thereof.

Hurricane Georges

      Hurricane Georges struck all of the Company's operating facilities on
 September 20 and 21, 1998.  All of the Company's stores, with the exception
 of two, were reopened.  During fiscal year 2000, the Company settled the
 property portion of its hurricane insurance claims for approximately $42.0
 million and, with the exception of some minor items outstanding, all agreed
 amounts have been paid.  As a result, during fiscal 2000, the Company
 recorded an insurance settlement gain of $15.1 million ($9.2 million, net of
 applicable income taxes).  During the fiscal year ended January 27, 2001, the
 Company recorded an additional gain of $2.5 million ($1.5 million, net of
 applicable income  taxes), realized upon completion of the repairs for the
 damages caused by the hurricane and the related final accounting for the
 same.

      The Company's insurance also includes business interruption coverage
 which provides for reimbursement for lost profits as a result of the storm.
 On December 1, 2000 the Company submitted to its insurance carriers a $69.4
 million proof of loss for business interruption losses to its grocery stores
 and video outlets in Puerto Rico and the U. S. Virgin Islands (the "claim")
 as a result of Hurricane Georges.  The claim is based on the Company's
 management's estimate of the impact the storm had on its business from the
 time the storm occurred through September 9, 2000, which is, in management's
 opinion, the end of the applicable indemnity period.  The Company has
 received $6.9 million from its insurance carriers related to this portion of
 the claim. The $6.9 million is comprised of a $5.0 million advance and
 reimbursement of $1.9 million of the Company's claim preparation fees. The
 $5.0 million advance will not be included in earnings until such time as the
 claim is settled and the related gain is realized. During the Company's
 fiscal year that ended January 27, 2001 the carriers invoked the appraisal
 provisions of the policy which, essentially, require an arbitration process
 to value the claim. The Company and the carriers have been unable to agree
 which court has jurisdiction over appointing the umpire. Consequently, the
 appointment of the umpire is being litigated in two jurisdictions. On October
 30, 2001 the Federal Court for the Southern District of Florida appointed an
 umpire as a result of litigation initiated by the Company. The umpire and the
 appraisers for the Company and the insurance carriers have taken initial
 steps to organize the appraisal process. The insurance carriers have asked
 that the appraisal process in Florida be stayed while they appeal the
 appointment of the umpire to the U.S. Court of Appeals for the Eleventh
 District. At the date of this report the appraisal process in Florida has not
 been stayed and no decision has been rendered by the U.S. Court of Appeals.
 The litigation initiated in Puerto Rico by the carriers for the appointment
 of an umpire is stayed pending the decision on the appeal filed by the
 insurance carriers with the U.S. Court of Appeals for the Eleventh District.
 The Company is unable to predict when the appraisal process will conclude or
 what total amount eventually may be recovered.


Results of Operations

40 Weeks Ended November 3, 2001 vs. 40 Weeks Ended November 4, 2000

      As of November 3, 2001, the Company operated a total of 48 supermarkets
 and 41 video rental locations in Puerto Rico and the U. S. Virgin Islands.
 During the fiscal year ended November 3, 2001, the Company closed two of its
 video rental stores in Puerto Rico. Additionally, the Company continued its
 reengineering including the remodeling process scheduled for all of its
 stores.

      Total sales for the 40 weeks ended November 3, 2001 were $433.3 million
 versus and $478.8 million in the comparable periods of the prior year, a
 decrease of 9.5%.  For the comparable 40 week periods, same store sales were
 $432.7 million this year versus $470.9 million for the prior year, a decline
 of 8.1%.  "Same stores" are defined as those stores that were open as of the
 beginning of both periods and remained open through the end of the periods.
 Same store sales in the Retail Food Division declined 8.1% for the 40 weeks
 ended November 3, 2001 as compared to the same period of the prior year.
 The principal factors contributing to the decline in same store sales in the
 Retail Food Division are increased competition and weakness in the economy in
 both Puerto Rico and the U.S. Virgin Islands.  Video Rental Division same
 store sales decreased 7.8% for the 40 weeks, respectively, as compared to the
 same periods in the prior year.

      Gross profit for the 40 weeks ended November 3, 2001 was $142.3 million
 versus $152.7 million for the comparable period of the prior year, a decline
 of $10.4 million. Gross profit for the Retail Food Division was $119.0 million
 for the 40 weeks ended November 3, 2001 compared to $127.8 million for the
 comparable period of the prior year, a $8.8 million decline. The $8.8 million
 decline in gross profit for the Retail Food Division was a result of the
 decline in sales and was offset by a 0.9% increase in the rate of gross
 profit, from 28.6% in the 40 weeks ended November 4, 2000 to 29.5% in the
 40 weeks ended November 3, 2001.  The primary reason for the improvement in
 the rate of gross profit was the impact of the Company's loyalty program,
 which began in March of 2001.  In addition to providing loyal customers with
 enhanced values the program provides the Company the ability to improve
 control of its promotional programs.  The program is based on the PuebloCard
 which identifies the card holder as a member of the program and the special
 pricing the card holder is entitled to on the specific item(s) being checked
 out.  Currently, Pueblo is the only supermarket retailer offering such a
 program in Puerto Rico and the U. S. Virgin Islands. The gross profit for the
 Video Rental Division for the 40 weeks ended November 3, 2001 was $23.4
 million versus $25.0 million for the comparable period of the prior year, a
 decline of $1.6 million.  The gross profit rate for the Video Rental Division
 increased by 1.7%, to 79.5% in the 40 weeks ended November 3, 2001.  The
 increase in the gross profit rate was a result of an increase in video rental
 sales, which have a higher gross margin rate than product sales, as a
 percentage of total Video Rental Division sales.

   Selling, general and administrative expenses were $116.5 million for the
 40 weeks ended November 3, 2001 compared to $127.1 million for the comparable
 period of the prior year. The decrease of $10.6 million in the 40 weeks ended
 November 3, 2001 from the comparable period of the prior year was a result of
 the decline in sales and cost reductions implemented in April of 2001.

      Depreciation and Amortization was $22.7 million for the 40 weeks ended
 November 3, 2001 compared to $25.9 million for the comparable period of the
 prior year, a decrease of $3.2 million.  This decrease was primarily a result
 of the write off, during the 40 weeks ended November 4, 2000, of property,
 plant and equipment that had been replaced during fiscal years 2001 and 2000
 when the majority of the Company's remodels were completed.

      Interest expense, net of interest income, decreased by $3.1 million
 between the 40 weeks ended November 3, 2001 and the comparable period of the
 prior year primarily as a result of the Company's purchase of $87.7 million
 principal amount of its Notes and Series C Senior Notes which occurred on
 October 2, 2000.  This reduction was partially offset by interest on $30.0
 million in borrowings under the Company's revolving credit facility.

      Income tax benefit for the 40 weeks year ended November 3, 2001 was $6.6
 million compared to a benefit of $8.5 million in the comparable period of the
 prior year, a decrease of $1.9 million.  The income tax benefit for the 40
 weeks ended November 4, 2000 did not include the impact of a $13.3 million
 income tax provision related to the Company's extraordinary gain on the
 purchase of $87.7 million principal amount of its Notes and Series C Senior
 Notes.  The effective rates for the 40 weeks ended November 3, 2001 and the
 comparable period of the prior year were 44.6% and 36.8%, respectively.
 Variances in the effective tax rate were a result of variances in tax rates
 among the tax jurisdictions in which the Company operates and the results of
 operations in those specific jurisdictions.

     Net loss for the 40 weeks ended November 3, 2001 was $8.2 million, a
 decrease of $14.2 million from the net income in the comparable period of
 the prior year. Net income for the 40 weeks ended November 4, 2000 was $6.0
 million. The 40 weeks ended November 4, 2000 include a $20.6 million
 extraordinary gain, net of applicable income taxes, from early extinguishment
 of the Company's debt.  The 40 weeks ended November 4, 2000 also include a
 charge of $2.7 million, net of applicable income taxes, pertaining to the
 write-down of assets of stores closed and a $1.5 million gain, net of
 applicable income taxes, related to the final accounting for the property
 damaged by Hurricane Georges in September of 1998.


Fiscal 2001 vs. Fiscal 2000

      As of January 27, 2001, the Company operated a total of 48 supermarkets
 and 43 video rental locations in Puerto Rico and the U. S. Virgin Islands.
 During fiscal 2001, the Company closed two of its supermarkets and relocated
 one of its video rental stores in Puerto Rico. Additionally, the Company
 continued the reengineering of its business including the remodeling process
 scheduled for all of its stores.

      Total sales for the fiscal year ended January 27, 2001 were $622.1
 million versus $674.1 million in the year ended January 29, 2000, a decline
 of 7.7%. Same store sales were $614.0 million in fiscal 2001 versus $662.6
 million for the prior year, a decline of 7.3%.  Same store sales in the
 Retail Food Division declined 6.8% from the prior year.  The principal factor
 contributing to the fiscal 2001 decline in same stores sales in the Retail
 Food Division is increased competition.  In addition the disruption caused by
 Hurricane Georges, the related effect on the Division's customer base, and
 remodeling stores negatively impacted sales.  Video Rental Division same
 store sales decreased 13.5% in fiscal 2001 from the prior year.  The decrease
 in Video Rental Division same store sales was a result of increased
 competition, the disruption caused by Hurricane Georges and a decline in
 customer response to new releases for both rental and sell-through videos.
 Increased competition came from new competing video outlets and more
 significantly from increased competition from mass merchandising, in Puerto
 Rico, of self-activated cellular phones and prepaid phone cards.

      Gross profit for the fiscal year ended January 27, 2001 was $198.3
 million versus $218.0 million for the prior year, a decline of $19.7 million.
 Gross profit for the Retail Food Division was $165.2 million for fiscal 2001
 compared to $181.0 million for fiscal 2000, a $15.8 million decline.  The
 decline in sales accounted for $13.1 million of the total decline in the
 Retail Food Division.  Additionally, the rate of gross profit for the Retail
 Food Division declined by 0.5% from 29.0% in fiscal 2000 to 28.5% in fiscal
 2001, which resulted in a $2.7 million decline in gross profit.  One of the
 primary reasons for the decline in the rate of gross profit was retail
 pricing adjustments made as part of the fiscal 2001 marketing plan.  The
 gross profit for the Video Rental Division for the year ended January 27,
 2001 was $33.0 million versus $37.0 million in the prior year, a decline of
 $4.0 million.  The gross profit rate for the Video Rental Division increased
 by 2.8%, to 76.9% in fiscal 2001.  The increase in the gross profit rate was
 a result of an increase in video rental sales, which have a higher gross
 margin rate than product sales, as a percentage of total Video Rental
 Division sales.

      Selling, general and administrative expenses were $165.7 million for the
 year ended January 27, 2001 compared to $163.8 million for the prior year.
 The increase of $1.9 million in fiscal 2001 from the prior year was primarily
 a result of an increase in utility expenses due to rate increases in Puerto
 Rico and the U.S. Virgin Islands, only partially offset by operational
 efficiencies during fiscal 2001.  Additionally, the sale/leaseback
 transaction that occurred in the first quarter of fiscal 2000 resulted in an
 increase in rental expense, net of rental income, of $1.4 million between
 fiscal 2001 and fiscal 2000. Fiscal 2001 and fiscal 2000 also included
 non-recurring adjustments related to the Company's reengineering programs in
 the areas of health insurance and general liability claims costs and the
 closure of its Florida retail locations.  These adjustments which impacted
 the comparability between fiscal 2001 and fiscal 2000 resulted in reductions
 in Selling, general and administrative costs of $1.2 million for fiscal 2001
 whereas they reduced Selling, general and administrative costs for fiscal
 2000 by $8.9 million.

      Store closings for the year ended January 27, 2001 include a charge of
 $0.7 million for the estimated carrying costs of stores that were closed and
 $3.5 million for the write down of related assets.

      Depreciation and Amortization was $34.1 million for fiscal 2001 compared
 to $31.6 million for fiscal 2000, an increase of $2.5 million.  This increase
 was primarily a result of the write off of property, plant and equipment that
 had been replaced during fiscal 2001 as the Company's reengineering program
 to remodel its stores progresses.

      Interest expense, net of interest income, decreased by $1.3 million
 between fiscal 2001 and fiscal 2000 primarily as a result of the Company's
 purchase of $87.7 million principal amount of its Notes and Series C Senior
 Notes which occurred on October 2, 2000.  This reduction was partially offset
 by interest on $30.0 million in borrowings under the Company's revolving
 credit facility.  The decrease was also partially offset by an increase in
 interest expense on capital leases of $0.3 million due primarily to
 establishment of new capital leases in the sale/leaseback transaction which
 occurred in the second quarter of fiscal 2000.

      Income tax benefit for fiscal 2001 was $11.7 million compared to income
 tax expense of $4.0 million in the prior year, a difference of $15.7 million.
 The income tax benefit for fiscal 2001 did not include a $13.3 million income
 tax provision related to the Company's extraordinary gain on the purchase of
 $87.7 million principal amount of its Notes and Series C Senior Notes.  The
 effective rates for fiscal 2001 and 2000 were 36.9% (net of the applicable
 income taxes on the extraordinary gain) and 45.9%, respectively.  Variances
 in the effective tax rate were a result of variances in tax rates among the
 tax jurisdictions in which the Company operates and the results of operations
 in those specific jurisdictions.

      Net income for the year ended January 27, 2001 was $2.7 million as
 compared to $4.7 million for the prior year, a decrease of $2.0 million.  The
 results for fiscal 2001 include a $20.6 million extraordinary gain, net of
 applicable income taxes, resulting from the Company purchasing $87.7 million
 principal amount of its Notes and Series C Senior Notes.  Also included in
 the results for fiscal 2001 are a charge of $2.7 million, net of applicable
 income taxes, pertaining to the estimated carrying cost of stores closed and
 the write down of related assets and a $1.5 million gain, net of applicable
 income taxes, related to the final accounting for the property damaged by
 Hurricane Georges.  The results for fiscal 2000 include a $9.2 million gain,
 net of applicable income taxes, from the settlement of the property portion
 of the Hurricane Georges insurance claim.  Also included in the results for
 fiscal 2000 is a $1.2 million loss, net of applicable income taxes, on a
 sale/leaseback transaction.


Liquidity and Capital Resources

      Company operations have historically provided a cash flow which, along
 with the available credit facility, have provided adequate liquidity for the
 Company's operational needs.

      On April 29, 1997 the Company entered into a refinancing plan (the
 "Refinancing Plan") in connection with which it issued $85.0 million
 principal amount of Series C Senior Notes.  The net proceeds from the sale of
 the Series C Senior Notes of approximately $73.9 million after deducting
 expenses, together with available cash of the Company, were used to repay the
 senior secured indebtedness outstanding under a bank agreement dated July 31,
 1993 (the "Old Bank Credit Agreement.")  In connection with the Refinancing
 Plan, the Company entered into an amended bank agreement (the "New Bank
 Credit Agreement"), which provided for a $65.0 million revolving credit
 facility with less restrictive covenants compared to the Old Bank Credit
 Agreement.

      During the 40 weeks ended November 3, 2001, the Company signed an
 amendment to the New Bank Credit Agreement to reduce the total availability
 under its credit facility to $41.7 million through November 3, 2001 and $43.9
 million through January 26, 2002 and to amend or adjust certain covenants.
 The changes were made principally to adapt the facility to the Company's
 needs and adapt the financial covenants to changes in the Company's
 performance.  The company has complied with all covenants.  On January 31,
 2002, the Company signed the Sixth Amendment, effective that date, to the New
 Bank Credit Agreement which adjusted total availability under the facility to
 $43.0 million through May 18, 2002, and to $40.0 million from May 19, 2002
 through the maturity date (February 2003).  The Company believes such
 availability will be sufficient to meet its working capital needs until
 February 2003.  The Company will continue to explore its options for such
 financing after February 2003, but no assurances can be given that such
 financing can be obtained on acceptable terms or at all.

      As of November 3, 2001, the Company had borrowings of $30.0 million
 under its revolving credit facility.  The weighted average per annum interest
 rate on these borrowings for the 40 weeks ended November 3, 2001 and fiscal
 year ended January 27, 2001 was 8.406% and 10.625%, respectively.
 Additionally, after the issuance of standby letters of credit in the amount
 of $3.9 million, as of November 3, 2001, the borrowing availability on a
 revolving basis under the terms of the New Bank Credit Agreement was $7.8
 million which increased on November 4, 2001 to $10 million through January
 26, 2002, and decreased to 9.1 million on January 31, 2002.

      Cash used in operating activities was $26.9 million during the 40 weeks
 ended November 3, 2001 compared to $41.7 million in the comparable period of
 the prior year.  The improvement is a result of a decline in net loss from
 operations and a decrease in cash used for components of working capital.

      Net cash used in investing activities was $5.2 million and $16.0 million
 in the 40 weeks ended November 3, 2001 and the comparable period of the prior
 year, respectively.  This reduction is a result of there only being two major
 store remodel projects in the 40 weeks ended November 3, 2001 compared to
 eight major store remodel projects during the comparable period of the prior
 year.

      Net cash used in financing activities was $0.5 million and $31.4 million
 in the 40 weeks ended November 3, 2001 and the comparable period of the prior
 year, respectively.  During the 40 weeks ended November 4, 2000 the Company
 purchased $87.7 million principal amount of its Notes and Series C Senior
 Notes for $51.0 million, including expenses, and repaid industrial revenue
 bonds totaling $10.0 million.  Additionally, the Company borrowed $30.0
 million under its $65.0 million revolving credit facility during the 40 weeks
 ended November 4, 2000.

      Working capital as of November 3, 2001 was $0.3 million, an increase
 of $7.2 million from the $6.9 million negative working capital as of January
 27, 2001, producing a current ratio of 1.0:1 and 0.94:1, respectively.  The
 primary reason for this increase is due to the change in the fiscal year end
 and its impact on prepaid expenses, inventory, and accrued interest balances.

      The Company's general liability and certain of its workers compensation
 insurance programs are self-insured.  The Company maintains insurance
 coverage for claims in excess of $250,000.  The current portion of the
 reserve, representing amounts expected to be paid in the next fiscal year, is
 $4.3 million as of November 3, 2001 and is anticipated to be funded with cash
 provided by operating activities.

      Capital expenditures for fiscal 2002 are expected to be approximately
 $9.7 million.  This capital program (which is subject to continuing change
 and review) includes new stores, the remodeling of certain existing
 locations, and updating of equipment and software.

      The Company's management believes that the cash flows generated by its
 normal business operations together with its available revolving credit
 facility will be adequate for its liquidity and capital resource needs.

      The Company is considering potential options regarding the refinancing
 or payment of its outstanding Notes and Series C Senior Notes which mature on
 August 1, 2003.  There can be no assurance that such a refinancing can be
 obtained on acceptable terms or at all.

Impact of Inflation, Currency Fluctuations, and Market Risk

      The inflation rate for food prices continues to be lower than the
 overall increase in the U.S. Consumer Price Index.  The Company's primary
 costs, products and labor, usually increase with inflation.  Increases in
 inventory costs can typically be passed on to the customer.  Other cost
 increases must by recovered through operating efficiencies and improved gross
 margins.  Currency in Puerto Rico and the U.S. Virgin Islands is the U.S.
 dollar.  As such, the Company has no exposure to foreign currency
 fluctuations.

ITEM 7A.      QUANTITATIVE AND QUALTITATIVE DISCLOSURES ABOUT MARKET RISK

      The Company is exposed to certain market risks from transactions that
 are entered into during the normal course of business.  The Company does not
 trade or speculate in derivative financial instruments.  The Company's
 primary market risk exposure relates to interest rate risk.  The Company
 manages its interest rate risk in order to balance its exposure between fixed
 and variable rates while attempting to minimize its interest costs.  As
 detailed in Note 4-- Debt in the notes to Consolidated Financial Statements,
 the Company's long-term debt consists of the Notes and Series C Senior Notes
 of $177.3 million principal amount, bearing interest at a fixed rate of
 9 1/2% per annum and due in 2003 and $30 million under the Company's
 revolving credit facility expiring February 2003.

                                 ****
Forward Looking Statements

      Statements, other than statements of historical information, under the
 caption "Management's Discussion and Analysis of Financial Condition and
 Results of Operations"  and elsewhere in this Form 10-K may constitute
 forward looking statements within the meaning of Section 27A of the
 Securities Act of 1933, as amended, and Section 21E of the Securities
 Exchange Act of 1934, as amended.  Such statements include, among others,
 statements concerning:  (1) Company management's belief that the cash flows
 generated by its normal business operations together with its available
 credit facility will be adequate for its liquidity and capital resource
 needs, (2) insurance recovery expectations, and (3) anticipated capital
 expenditures. These statements are based on Company management's expectations
 and are subject to various risks and uncertainties.  Actual results could
 differ materially from those anticipated due to a number of factors,
 including but not limited to the Company's substantial indebtedness and high
 degree of leverage, which continue as a result of the Refinancing Plan
 (including limitations on the Company's ability to obtain additional
 financing and trade credit, to apply operating cash flow for purposes in
 addition to debt service, to respond to price competition in economic
 downturns and to dispose of assets pledged to secure such indebtedness or to
 freely use proceeds of any such dispositions), the Company's limited
 geographic markets and competitive conditions in the markets in which the
 Company operates and buying patterns of consumers.

                                 ****

ITEM 8      FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

      See pages F-1 through F-24 and S-1 through S-4 appearing at the end of
 this report.

ITEM 9.     CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
            FINANCIAL DISCLOSURE

      There have been no disagreements with the Company's accountants on
 accounting and financial disclosure during the applicable periods.


                                  PART III.

ITEM 10.     DIRECTORS AND EXECUTIVE OFFICERS OF THE COMPANY

      The following is a list, as of the date of this filing, of the names of
 the directors and executive officers of the Company, their respective ages
 and their respective positions with the Company.  The terms of the directors
 and executive officers of the Company expire annually upon the holding of the
 annual meeting of stockholders.







<TABLE>
<CAPTION>

Directors
---------
Name                             Age   Position
----                            ----   --------
<S>                              <C>   <C>
Gustavo A. Cisneros  . . . . . 56    Chairman of the Board; Member of the
                                       Executive Committee

William T. Keon, III . . . . . 55    Director; President and Chief Executive
                                       Officer; Chairman of the Executive
                                       Committee; Chairman of the Audit
                                       Committee; Member of the Compensation
                                       and Benefits Committee

Steven I. Bandel . . . . . . . 48    Director; Member of the Executive and
                                       Audit Committees; Chairman of the
                                       Compensation and Benefits Committee

Guillermo A. Cisneros  . . . . 30    Director

Cristina Pieretti  . . . . . . 49    Director

Alejandro Rivera . . . . . . . 58    Director; Member of the Audit Committee;
                                       Member of the Compensation and Benefits
                                       Committee

Executive Officers
------------------
William T. Keon, III . . . . . 55    President and Chief Executive Officer

Daniel J. O'Leary  . . . . . . 54    Executive Vice President and Chief
                                       Financial Officer, Assistant Secretary

Charles M. Newsom  . . . . . . 51    Senior Vice President; President of
                                       Retail Food Division

Melissa Lammers  . . . . . . . 45    Senior Vice President; Chief Marketing
                                       Officer

Fernando J. Bonilla  . . . . . 41    Vice President, General Counsel and
                                       Secretary

Alicia Echevarria  . . . . . . 49    Vice President of Human Resources,
                                       Assistant Secretary
</TABLE>


      Gustavo A. Cisneros has been the Chairman of the Board of the Company
 since its inception (July 28, 1993).  He was appointed to the Executive
 Committee in October 1995.  Mr. Cisneros is Chairman and Chief Executive
 Officer of the Cisneros Group.  The "Cisneros Group" is a name used to
 describe a group of investments, joint ventures, strategic alliances and
 companies that are engaged in diversified commercial businesses in Latin
 America and the United States, including broadcast, media, telecommunications
 and consumer enterprises, and that are associated with Gustavo A. and Ricardo
 J. Cisneros and trusts established by them for the benefit of themselves and
 members of their families.  Since 1975, Mr. Cisneros has overseen the
 management and operations of the Cisneros Group and is an executive officer
 and director of many of its member companies.  He is a member of the board of
 directors of America Online Latin America, Inc., PanAmerican Beverages, Inc.,
 and Spalding Holdings Corporation.

      William T. Keon, III has been a Director of the Company since October
 1995.  He assumed the position of President and Chief Executive Officer and
 was appointed Chairman of the Executive Committee and Audit Committee also in
 October 1995.  He is also a member of the Compensation and Benefits
 Committee.  Since January 1983, Mr. Keon has served in senior managerial
 roles in the Cisneros Group.

      Steven I. Bandel has been a Director of the Company since the
 Acquisition.  He was appointed to the Executive Committee in October 1995.
 Since 1995, Mr. Bandel has held several senior management positions at
 companies within the Cisneros Group, with responsibilities in the areas of
 finance and business development.  Mr. Bandel has the title of President and
 Chief Operating Officer of the Cisneros Group.  He is also a member of the
 board of directors of America Online Latin America, Inc.

      Guillermo A. Cisneros was appointed a Director in April, 1998. Since
 1998 he has been Program Director for a non-profit educational television
 station in Caracas, Venezuela.  Prior to 1998 he participated in several
 internships.  He is the son of Gustavo A. Cisneros.

      Cristina Pieretti was appointed a Director in March 1997.  Since
 February 1996, Ms. Pieretti has held a number of senior management positions
 within the Cisneros Group in the consumer goods, retail and
 telecommunications industries.  From March 1995 to February 1996, Ms.
 Pieretti was a partner at Booz-Allen & Hamilton, a consulting firm.  Ms.
 Pieretti has the title of vice president of operations of the Cisneros Group.
 She is also a member of the board of directors of America Online Latin
 America, Inc.

      Alejandro Rivera has been a Director of the Company since the
 Acquisition. Since 1976, he has been actively involved in the operations and
 management of certain companies in the Cisneros Group.  Mr. Rivera is also a
 Director of Univision Communications, Inc.  Mr. Rivera is a member of the
 Audit and Risk Committee and of the Compensation and Benefits Committee.

      Daniel J. O'Leary joined the Company in June 1997 as Executive Vice
 President and Chief Financial Officer.  From December 1992 until the time he
 joined the Company, Mr. O'Leary served as Senior Vice President of Finance
 and Chief Financial Officer of Phar-Mor, Inc., a deep discount drugstore
 chain.  Prior to that time, he served as a Director and, at various times,
 President and Chief Operating Officer, Executive Vice President, Vice
 President of Finance and Chief Financial Officer at Fay's, Inc., a
 multi-concept retailer with drugstores and auto parts stores.  From 1969 to
 1987, Mr. O'Leary was a member of the accounting firm of Touche, Ross & Co.
 (now known as Deloitte & Touche LLP).

      Charles Newsom joined the Company in June 1997 and has over 32 years
 experience in the retail grocery business.  In December, 2000 the Company
 named Mr. Newsom President of the Retail Food Division.  Previously, Mr.
 Newsom held the position of Vice President of Merchandising and Marketing for
 the Retail Food Division.  Prior to joining the Company, Mr. Newsom worked
 for Kroger for 15 years as Store Manager, District Manager, Human Resource
 Manager, and head of Store Manager Training.  Mr. Newsom also worked for Big
 V Supermarkets in New York as Vice President of Operations and Bruno's
 Supermarket as Vice President of Merchandising.

      Melissa Lammers joined the Company in January 2001 as Senior Vice
 President and Chief Marketing Officer.  Before joining the Company, she
 served as President of Young and Rubicam Puerto Rico, Puerto Rico's number
 one advertising agency as rated by Caribbean Business (a weekly business
 publication in San Juan).  Ms. Lammers has spent the past seventeen years in
 advertising in the Northern Caribbean market.

      Fernando J. Bonilla joined the Company in September 1997 as Vice
 President, General Counsel and Secretary.  Before joining the Company, Mr.
 Bonilla served as General Counsel and Secretary to the Board of Directors of
 the Puerto Rico Maritime Shipping Authority and a junior partner of Fiddler
 Gonzalez and Rodriguez, a law firm in Puerto Rico.

      Alicia Echevarria joined the Company in April 1996 as Vice President of
 Human Resources for the Puerto Rico Division.  In March 1997 she became
 Assistant Secretary to the Company.  Prior to joining the Company, she was
 Director of Human Resources for R.J. Reynolds Tobacco Company (Inc.) in
 Puerto Rico, where she was employed for 15 years.

ITEM 11.     EXECUTIVE COMPENSATION

      The following table sets forth the cash compensation paid or distributed
 by the Company through November 3, 2001 to, or accrued through such date for
 the account of the Chief Executive Officer as well as each of the four most
 highly compensated executive officers of the Company serving at November 3,
 2001.

                                    SUMMARY COMPENSATION TABLE
<TABLE>
<CAPTION>
                                                   Annual Compensation
                                --------------------------------------------------------------
          (a)                     (b)          (c)         (d)           (e)           (f)
                                                                        Other
          Name                                                          Annual       All Other
          and                                                           Compen-       Compen-
       Principal                 Fiscal       Salary       Bonus        sation        sation
       Position                   Year         ($)          ($)           ($)           ($)
--------------------------      --------     --------    ---------   -----------    -----------
<S>                             <C>          <C>         <C>         <C>            <C>
William T. Keon, III,             2001(8)     384,616      240,000     15,021(2)     11,538(1)
   President and Chief            2001        480,000      220,000     21,853(2)     24,592(1)
   Executive Officer              2000        450,000      425,000     19,460(2)     19,500(1)

David L. Aston                    2001(8)           -            -          -             -
   Executive Vice President;      2001        322,581            -     29,416(3)      9,677(1)
   President, Retail Food         2000        304,654       60,000     14,293(3)      9,140(1)
   Division (Retired 12/22/00)

Daniel J. O'Leary                 2001(8)     203,846            -     10,413(4)          -
   Executive Vice President;      2001        259,000       60,000     17,332(4)          -
   Chief Financial Officer        2000        245,193       60,000     18,174(4)          -

Charles R. Newsom                 2001(8)     192,308            -     11,621(5)          -
   Senior Vice President;         2001        206,465       40,300     22,714(5)          -
   President, Retail Food         2000        191,057       30,300     10,450(5)          -
   Division

Alicia Echevarria                 2001(8)     118,362            -      9,108(6)          -
   Vice President of              2001        151,368       20,300     13,730(6)          -
   Human Resources                2000        142,958       10,300     10,493(6)          -

Melissa Lammers (Started 1/8/01)  2001(8)     184,616        8,322      7,723(7)          -
                                  2001         13,846            -          -             -
 </TABLE>

NOTES TO SUMMARY COMPENSATION TABLE

(1)  Amount represents the Company matching contribution to an elective
 non-qualified deferred compensation plan maintained by the Company.

(2)  Includes costs related to the reimbursement of executive medical expense
 of $5,521, $9,503, and $7,110 and an automobile allowance in the amount of
 $9,500, $12,350, and $12,350 for the 40 weeks ended November 3, 2001,
 fiscal 2001, and 2000, respectively.

(3)  Includes costs related to the reimbursement of executive medical expense
 of $18,366, and $3,243 and an automobile allowance in the amount of
 $11,050, and $11,050 for fiscal 2001 and 2000, respectively.

(4)  Includes costs related to the reimbursement of executive medical expense
 of $2,413, $6,932, and $7,774 and an automobile allowance in the amount of
 $8,000 $10,400, and $10,400 for the 40 weeks ended November 3, 2001,
 fiscal 2001, and 2000, respectively.

(5)  Includes costs related to the reimbursement of executive medical expense
 of $3,121, $12,834, and $700 and an automobile allowance in the amount of
 $8,500, $9,880, and $9,750 for the 40 weeks ended November 3, 2001, fiscal
 2001, and 2000, respectively.

(6)  Includes costs related to the reimbursement of executive medical expense
 of $2,108, $4,630, and $1,393 and an automobile allowance in the amount of
 $7,000 $9,100, and $9,100 for the 40 weeks ended November 3, 2001, fiscal
 2001, and 2000, respectively.

(7)  Includes costs related to the reimbursement of executive medical expense
 of $223 and an automobile allowance in the amount of $7,500 for the 40 weeks
 ended November 3, 2001

(8)  Represents the 40 weeks ended November 3, 2001.

                            PENSION PLAN TABLES
                            -------------------

      The Company sponsors two defined benefit plans.  The Pueblo
 International, Inc. Employees' Retirement Plan (the "Retirement Plan") is
 tax-qualified under the Internal Revenue Code and covers all full-time and
 certain part-time employees of the Company over age 21 with one year of
 service.  It provides an annual benefit equal to 1% of the average annual
 compensation over a five-year period per year of service.  The Supplemental
 Executive Retirement Plan (the "SERP") is non-qualified and covers all
 officers of the Company and its subsidiaries.  It provides an annual benefit
 equal to 3% of the average compensation over a five-year period per year of
 service (up to 20 years). Full vesting for the Retirement Plan and the SERP
 occurs upon completion of five years of service. The following tables give
 the estimated annual benefit payable upon retirement for participants in the
 Retirement Plan and the SERP.  The SERP benefits are offset by the Retirement
 Plan benefits and by 100% of social security benefits.  These offsets are
 reflected in the benefits shown in the SERP table.  The Company does not
 sponsor any other defined benefit or actuarial plans.



























Table 1.     Retirement Plan

<TABLE>
<CAPTION>
                                                   Years of Service
                      ---------------------------------------------------------------------------
Remuneration             5        10         15         20         25         30         35
                     ---------------------------------------------------------------------------
<S>                  <C>      <C>         <C>        <C>        <C>        <C>        <C>
125,000 . . . . . .    6,250    12,500      18,750     25,000     31,250     37,500     43,750

150,000 . . . . . .    7,500    15,000      22,500     30,000     37,500     45,000     52,500

175,000 . . . . . .    8,000    16,000      24,000     32,000     40,000     48,000     56,000
</TABLE>


Table 2.     Supplemental Executive Retirement Plan

<TABLE>



<CAPTION>
                                                   Years of Service
                      ---------------------------------------------------------------------------
Remuneration             5        10         15         20         25         30         35
                     ---------------------------------------------------------------------------
<S>                   <C>       <C>       <C>        <C>        <C>        <C>        <C>
125,000 . . . . . . .       -      9,069    21,569     34,069     27,819     21,569     15,319
150,000 . . . . . . .       -     14,069    29,069     44,069     36,569     29,069     21,569
175,000 . . . . . . .   2,319     20,569    38,819     57,069     49,069     41,069     33,069
200,000 . . . . . . .   6,069     28,069    50,069     72,069     64,069     56,069     48,069
225,000 . . . . . . .   9,819     35,569    61,319     87,069     79,069     71,069     63,069
250,000 . . . . . . .  13,569     43,069    72,569    102,069     94,069     86,069     78,069
275,000 . . . . . . .  17,319     50,569    83,819    117,069    109,069    101,069     93,069
300,000 . . . . . . .  21,069     58,069    95,069    132,069    124,069    116,069    108,069
325,000 . . . . . . .  24,819     65,569   106,319    147,069    139,069    131,069    123,069
350,000 . . . . . . .  28,569     73,069   117,569    162,069    154,069    146,069    138,069
375,000 . . . . . . .  32,319     80,569   128,819    177,069    169,069    161,069    153,069
400,000 . . . . . . .  36,069     88,069   140,069    192,069    184,069    176,069    168,069
425,000 . . . . . . .  39,819     95,569   151,319    207,069    199,069    191,069    183,069
450,000 . . . . . . .  43,569    103,069   162,569    222,069    214,069    206,069    198,069
475,000 . . . . . . .  47,319    110,569   173,819    237,069    229,069    221,069    213,069
500,000 . . . . . . .  51,069    118,069   185,069    252,069    244,069    236,069    228,069
</TABLE>


      Compensation covered by the qualified Retirement Plan is equal to the
 total compensation (excluding compensation attributable to the redemption of
 certain stock options) paid to an employee during a plan year prior to any
 reduction under a salary reduction agreement entered into by the employee
 pursuant to a plan maintained by the employer which qualifies under Section
 401(k) of the Internal Revenue Code of 1986, as amended (the "Code"), or
 pursuant to a plan maintained by the employer which qualifies under Section
 125 of the Code. Compensation in excess of $170,000 shall be disregarded,
 provided, however, that such $170,000 limitation shall be adjusted at the
 same time and in such manner as the maximum compensation limit is adjusted
 under Section 401(a)(17) of the Code.

      Compensation covered by the non-qualified Supplemental Executive
 Retirement Plan is the same as the qualified Retirement Plan, except that the
 $170,000 limit is not applicable.

      The estimated years of credited service and age, respectively, for
 purposes of calculating benefits through November 3, 2001 for Mr. Keon is
 eight and 55, respectively, for Mr. O'Leary is four and 54, respectively, and
 for Mr. Newsom is four and 51, respectively.  The benefits provided by both
 the Retirement Plan and the SERP are on a straight-life annuity basis, as are
 the examples in the Retirement Plan table.

Compensation Committee Interlocks and Insider Participation

      Messrs. Keon, Bandel, and Rivera served as members of the Compensation
 and Benefits Committee of the Board of Directors of the Company during all or
 a portion of the 40 weeks ended November 3, 2001 and fiscal year ended
 January 27, 2001.  Mr. Keon also served as an officer of the Company during
 those periods.

ITEM 12.    SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

a)    Security Ownership of Certain Beneficial Owners

      As discussed in Part II, Item 5 - Market for the Registrant's Common
 Equity and Related Shareholder Matters, the Company is a wholly-owned
 subsidiary of Holdings.

      The following table sets forth certain information regarding the
 beneficial ownership of more than 5% of the common stock of Holdings as of
 the date of this filing.  By virtue of its ownership of the Holdings common
 stock, the following entity may be deemed to own a corresponding percentage
 of the Company's common stock.

<TABLE>
<CAPTION>
                                                         Shares
                                                    Beneficially Owned
                                 ---------------------------------------------
       Name and Address                  Number                 Percent
-------------------------------  ---------------------     -------------------
<S>                                  <C>                      <C>
 Parkside Investments LLC
   Corporation Trust Center
   1209 Orange Street
   Wilmington, Delaware  19801            1,000                  100.0%

</TABLE>

      The shares of Holdings described above are beneficially owned by the
 Principal Shareholders by virtue of their indirect ownership of the entity
 listed above.  The principal business address of the Principal Shareholders
 is 6 Place des Eaux - Vives, 1207 Geneva, Switzerland

(b)   Security Ownership of Management

      As of the date of this filing, the directors and executive officers of
 the Company have no beneficial ownership of Holdings which has not been
 disclaimed.

(c)   Changes in Control

      The borrowings outstanding under the New Bank Credit Agreement are
 collateralized by a pledge of the assets of the Company's subsidiaries, by
 the capital stock of, and intercompany notes issued by, the Company's
 subsidiaries and by the capital stock of the Company.

ITEM 13.    CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

      None







                                 PART IV

ITEM 14.    EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K

<TABLE>
<CAPTION>

  (A)  Documents filed as part of this report:
                                                                        Page
<S>                                                                     <C>
     (1)  Consolidated Financial Statements:

          Independent Auditors' Report                                 F - 1

          Consolidated Balance Sheets                  F - 2 through   F - 3

          Consolidated Statements of Operations                        F - 4
          Consolidated Statements of Cash Flows                        F - 5
          Consolidated Statements of Stockholder's Equity              F - 6

          Notes to Consolidated Financial Statements    F - 7 through  F -24

      (2) Financial Statement Schedules:

          Schedule I - Financial Information of Registrant...S-1 through S-3
          Schedule II - Valuation and Qualifying Accounts.............   S-4

      (3) Exhibits

          The following documents are included as exhibits to this form 10-K.
          Those exhibits below incorporated by reference herein are indicated
          as such by the information supplied in the indicated footnote or in
          the parenthetical thereafter.  If no footnote is indicated or
          parenthetical appears after an exhibit, such exhibit is filed
          herewith.

</TABLE>




























<TABLE>
<CAPTION>

                                                                INDEX TO EXHIBITS

                                                                               SEQUENTIALLY
EXHIBIT NO.                            DESCRIPTION OF EXHIBIT                  NUMBERED PAGE
-------------------              -------------------------------------------  ----------------
<S>                       <C>                                 <C>
        3.1                      RESTATED CERTIFICATE OF INCORPORATION OF
                                 THE COMPANY (INCORPORATED BY REFERENCE TO
                                 EXHIBIT 3.1 TO THE COMPANY'S REGISTRATION
                                 STATEMENT NO. 33-63372 ON FORM S-1)

        3.2                      AMENDED AND RESTATED BY-LAWS OF THE
                                 COMPANY (INCORPORATED BY REFERENCE TO
                                 EXHIBIT 3.2 TO THE COMPANY'S REGISTRATION
                                 STATEMENT NO. 33-63372 ON FORM S-1)

        4.1                      SPECIMEN NOTE FOR COMPANY'S 9 1/2% SENIOR
                                 NOTES DUE 2003 (INCLUDED IN EXHIBIT 4.2)*

        4.2                      INDENTURE DATED AS OF JULY 28, 1993
                                 BETWEEN THE COMPANY AND UNITED STATES
                                 TRUST COMPANY OF NEW YORK, AS TRUSTEE*

        4.3                      SPECIMEN NOTE FOR THE COMPANY'S 9 1/2%
                                 SERIES C SENIOR NOTES DUE 2003 (INCLUDED
                                 IN EXHIBIT 4.4)

        4.4                      INDENTURE, DATED AS OF APRIL 24, 1997,
                                 BETWEEN THE COMPANY AND UNITED STATES
                                 TRUST COMPANY OF NEW YORK, AS TRUSTEE
                                 (INCORPORATED BY REFERENCE TO EXHIBIT 4.2
                                 TO THE COMPANY'S REGISTRATION STATEMENT
                                 NO. 333-27523 ON FORM S-3)

        4.5                      REGISTRATION RIGHTS AGREEMENT, DATED AS
                                 OF APRIL 29, 1997, BETWEEN THE COMPANY
                                 AND NATIONSBANC CAPITAL MARKETS, INC. AND
                                 SCOTIA CAPITAL MARKETS (USA) INC.
                                 (INCORPORATED BY REFERENCE TO EXHIBIT 4.3
                                 TO THE COMPANY'S REGISTRATION STATEMENT
                                 NO. 333-27523 ON FORM S-3)

       10.1                      CREDIT AGREEMENT AMONG THE COMPANY,
                                 PUEBLO MERGER CORPORATION, PUEBLO
                                 INTERNATIONAL, INC., XTRA SUPER FOOD
                                 CENTERS, INC., VARIOUS LENDING
                                 INSTITUTIONS, THE CHASE MANHATTAN BANK,
                                 N.A. AND SCOTIABANK DE PUERTO RICO, AS
                                 CO-MANAGING AGENTS AND SCOTIABANK DE
                                 PUERTO RICO, AS ADMINISTRATIVE AGENT (THE
                                 "OLD BANK CREDIT AGREEMENT")*

       10.2                      FIRST AMENDMENT, DATED AS OF AUGUST 2,
                                 1993, OF THE OLD BANK CREDIT AGREEMENT*

       10.3                      SECOND AMENDMENT, DATED AS OF DECEMBER
                                 15, 1993, TO THE OLD BANK CREDIT
                                 AGREEMENT (INCORPORATED BY REFERENCE TO
                                 EXHIBIT 10.1 TO THE COMPANY'S QUARTERLY
                                 REPORT ON FORM 10-Q FOR THE QUARTER ENDED
                                 NOVEMBER 6, 1993)

       10.4                      THIRD AMENDMENT, DATED AS OF JANUARY 31,
                                 1994 (EFFECTIVE AS OF NOVEMBER 5, 1993),
                                 TO THE OLD BANK CREDIT AGREEMENT*
</TABLE>







<TABLE>
<CAPTION>
                                                                                SEQUENTIALLY
EXHIBIT NO.                            DESCRIPTION OF EXHIBIT                  NUMBERED PAGE
-------------------              -------------------------------------------  ----------------
<S>                       <C>                                 <C>

       10.11                     MEMBERSHIP CORRESPONDENCE CONCERNING
                                 TOPCO ASSOCIATES, INC. (INCORPORATED BY
                                 REFERENCE TO EXHIBIT 10.3 TO COMPANY'S
                                 REGISTRATION STATEMENT NO. 33-63372 ON
                                 FORM S-1)

       10.12                     MORTGAGE NOTES DATED JUNE 6, AND 10, 1986
                                 DUE FISCAL 1997 (INCORPORATED BY
                                 REFERENCE TO EXHIBIT 10.4 TO THE
                                 COMPANY'S REGISTRATION STATEMENT NO.
                                 33-63372 ON FORM S-1)

       10.13                     AGREEMENT BETWEEN THE CHASE MANHATTAN
                                 BANK (NATIONAL ASSOCIATION) (THE "BANK"),
                                 PUERTO RICO INDUSTRIAL, MEDICAL AND
                                 ENVIRONMENTAL POLLUTION CONTROL
                                 FACILITIES FINANCING AUTHORITY (THE
                                 "AUTHORITY") AND THE COMPANY; TRUST
                                 AGREEMENT BETWEEN THE AUTHORITY AND BANCO
                                 POPULAR DE PUERTO RICO, AS TRUSTEE;
                                 GUARANTEE AND CONTINGENT PURCHASE
                                 AGREEMENT BETWEEN THE REGISTRANT AND THE
                                 BANK; LOAN AGREEMENT BETWEEN THE
                                 AUTHORITY AND THE REGISTRANT; TENDER
                                 AGENT AGREEMENT AMONG THE AUTHORITY;
                                 BANCO POPULAR DE PUERTO RICO AS TRUSTEE;
                                 RE-MARKETING AGREEMENT BETWEEN CHASE
                                 MANHATTAN CAPITAL MARKETS CORPORATION AND
                                 THE REGISTRANT; EACH DATED OCTOBER 1,
                                 1985, RELATING TO A $5,000,000 FINANCING
                                 IN OCTOBER 1985 (SUBSTANTIALLY IDENTICAL
                                 DOCUMENTS WERE EXECUTED FOR AN ADDITIONAL
                                 $5,000,000 FINANCING IN NOVEMBER 1985 AND
                                 $7,500,000 IN DECEMBER 1985)
                                 (INCORPORATED BY REFERENCE HEREIN AS
                                 FILED WITH PUEBLO'S REGISTRATION
                                 STATEMENT NO. 1-6376 ON FORM S-2 DATED
                                 JANUARY 23, 1986)

       10.20                     EXECUTED FOURTH AMENDMENT, DATED AS OF
                                 APRIL 8, 1994, TO THE OLD BANK CREDIT
                                 AGREEMENT (INCORPORATED BY REFERENCE TO
                                 EXHIBIT 10.1 TO THE COMPANY'S QUARTERLY
                                 REPORT ON FORM 10-Q FOR THE QUARTER ENDED
                                 MAY 21, 1994)

       10.21                     EXECUTED FIFTH AMENDMENT, DATED AS OF
                                 AUGUST 11, 1995, TO THE OLD BANK CREDIT
                                 AGREEMENT (INCORPORATED BY REFERENCE TO
                                 EXHIBIT 10.1 TO THE COMPANY'S QUARTERLY
                                 REPORT ON FORM 10-Q FOR THE QUARTER ENDED
                                 NOVEMBER 4, 1995)

       10.22                     EXECUTED SIXTH AMENDMENT, DATED AS OF
                                 NOVEMBER 3, 1995, TO THE OLD BANK CREDIT
                                 AGREEMENT (INCORPORATED BY REFERENCE TO
                                 EXHIBIT 10.2 TO THE COMPANY'S QUARTERLY
                                 REPORT ON FORM 10-Q FOR THE QUARTER ENDED
                                 NOVEMBER 4, 1995)

</TABLE>









<TABLE>
<CAPTION>
                                                                                SEQUENTIALLY
EXHIBIT NO.                            DESCRIPTION OF EXHIBIT                  NUMBERED PAGE
-------------------              -------------------------------------------  ----------------
<S>                       <C>                                 <C>

       10.23                     EMPLOYMENT AGREEMENT, DATED FEBRUARY 28,
                                 1996, BETWEEN PUEBLO INTERNATIONAL, INC.
                                 AND EDWIN PEREZ**

       10.24                     AGREEMENT, DATED MARCH 1, 1996, BETWEEN
                                 PUEBLO INTERNATIONAL, INC. AND HECTOR G.
                                 QUINONES**

       10.25                     EXECUTED SEVENTH AMENDMENT, DATED AS OF
                                 JANUARY 26, 1996, TO THE OLD BANK CREDIT
                                 AGREEMENTS**

       10.29                     RECEIPT AND AGREEMENT BY PXC&M HOLDINGS,
                                 INC. FROM BOTHWELL CORPORATION DATED
                                 OCTOBER 18, 1996 (INCORPORATED BY
                                 REFERENCE TO EXHIBIT 10.1 TO THE
                                 COMPANY'S QUARTERLY REPORT ON FORM 10-Q
                                 FOR THE QUARTER ENDED NOVEMBER 2, 1996)

       10.30                     RECEIPT AND AGREEMENT BY PUEBLO XTRA
                                 INTERNATIONAL, INC. FROM PXC&M HOLDINGS,
                                 INC. DATED OCTOBER 18, 1996 (INCORPORATED
                                 BY REFERENCE TO EXHIBIT 10.2 TO THE
                                 COMPANY'S QUARTERLY REPORT ON FORM 10-Q
                                 FOR THE QUARTER ENDED NOVEMBER 2, 1996)

       10.31                     CONSENT EXECUTED BY SCOTIABANK DE PUERTO
                                 RICO, AS ADMINISTRATIVE AGENT, DATED
                                 OCTOBER 18, 1996 (INCORPORATED BY
                                 REFERENCE TO EXHIBIT 10.3 TO THE
                                 COMPANY'S QUARTERLY REPORT ON FORM 10-Q
                                 FOR THE QUARTER ENDED NOVEMBER 2, 1996)

       10.32                     EIGHTH AMENDMENT, DATED AS OF NOVEMBER 1,
                                 1996, TO THE OLD CREDIT AGREEMENT AMONG
                                 PUEBLO XTRA INTERNATIONAL, INC., PUEBLO
                                 INTERNATIONAL, INC., XTRA SUPER FOOD
                                 CENTERS, INC., VARIOUS LENDING
                                 INSTITUTIONS, THE CHASE MANHATTAN BANK,
                                 N.A. AND SCOTIABANK DE PUERTO RICO, AS
                                 ADMINISTRATIVE AGENT (INCORPORATED BY
                                 REFERENCE TO EXHIBIT 10.4 TO THE
                                 COMPANY'S QUARTERLY REPORT ON FORM 10-Q
                                 FOR THE QUARTER ENDED NOVEMBER 2, 1996)

       10.33                     NINTH AMENDMENT, DATED AS OF JANUARY 25,
                                 1997, TO THE OLD CREDIT AGREEMENT AMONG
                                 PUEBLO XTRA INTERNATIONAL, INC., PUEBLO
                                 INTERNATIONAL, INC., XTRA SUPER FOOD
                                 CENTERS, INC., VARIOUS LENDING
                                 INSTITUTIONS, THE CHASE MANHATTAN BANK,
                                 N.A. AND SCOTIABANK DE PUERTO RICO, AS
                                 ADMINISTRATIVE AGENTS***

       10.34                     EMPLOYMENT AGREEMENT, DATED MARCH 20, 1997,
                                 BETWEEN PUEBLO INTERNATIONAL, INC. AND
                                 DAVID L. ASTON****


</TABLE>









<TABLE>
<CAPTION>
                                                                                SEQUENTIALLY
EXHIBIT NO.                            DESCRIPTION OF EXHIBIT                  NUMBERED PAGE
-------------------              -------------------------------------------  ----------------
<S>                        <C>                                 <C>

       21.1                      SUBSIDIARIES OF THE COMPANY***

       21.2                      AMENDED AND RESTATED CREDIT AGREEMENT,
                                 DATED AS OF APRIL 29, 1997, OF THE OLD
                                 BANK CREDIT AGREEMENT (THE "NEW BANK
                                 CREDIT AGREEMENT")****

       21.3                      FIRST AMENDMENT, DATED AS OF APRIL 15, 1999,
                                 TO THE NEW BANK CREDIT AGREEMENT*****

       21.4                      SECOND AMENDMENT, DATED AS OF AUGUST 11,
                                 2000, TO NEW BANK CREDIT AGREEMENT
                                 (INCORPORATED BY REFERENCE TO EXHIBIT 10.1
                                 TO THE COMPANY'S QUARTERLY REPORT ON FORM
                                 10-Q FOR THE QUARTER ENDED AUGUST 12, 2000)

       21.5                      THIRD AMENDMENT , DATED AS OF JANUARY 26,
                                 2001, TO THE NEW BANK CREDIT AGREEMENT *****

       21.6                      FOURTH AMENDMENT, DATED AS OF AUGUST 11,
                                 2001, TO THE NEW BANK CREDIT AGREEMENT
                                 (INCORPORATED BY REFERNECE TO EXHIBIT 10.1
                                 TO THE COMPANY'S QUARTERLY REPORT ON FORM
                                 10-Q FOR THE QUARTER ENDED AUGUST 11, 2001)

       21.7                      FIFTH AMENDMENT, DATED AS OF NOVEMBER 2,
                                 2001, TO THE NEW BANK CREDIT AGREEMENT

       21.8                      SIXTH AMENDMENT, DATED AS OF JANUARY 31,
                                 2002, TO THE NEW BANK CREDIT AGREEMENT


</TABLE>

*        Previously filed and incorporated by reference to corresponding
         exhibits in the Company's Form 10-K for fiscal year ended January 29,
         1994.

**      Previously filed and incorporated by reference to corresponding
         exhibits in the Company's Form 10-K for fiscal year ended January 27,
         1996.

***     Previously filed and incorporated by reference to corresponding
         exhibits in the Company's Form 10-K for fiscal year ended January 25,
         1997.

****    Previously filed and incorporated by reference to corresponding
         exhibits in the Company's Form 10-K for fiscal year ended January 31,
         1998.

*****   Previously filed and incorporated by reference to corresponding
         exhibits in the Company's Form 10-K for fiscal year ended January 27,
         2001

         (B)   Reports on Form 8-K
                  The Company filed a current Report on Form 8-K dated
                  November 16, 2001 reporting the change of the subsidiary
                  Pueblo International, Inc. to Pueblo International, LLC, and
                  the change of the Company's fiscal year from the Saturday
                  closest to January 31 to the Saturday closest to October 31.






SUPPLEMENTAL INFORMATION TO BE FURNISHED WITH REPORTS FILED PURSUANT TO
SECTION 15(d) OF THE ACT BY REGISTRANTS WHICH HAVE NOT REGISTERED SECURITIES
PURSUANT TO SECTION 12 OF THE ACT

         No annual report to security holders covering the Company's last
 fiscal year and no proxy statement, form of proxy or other proxy soliciting
 material with respect to any annual or other meeting of security holders has,
 as of the date hereof, been sent to security holders by the Company. If such
 report or proxy material is to be furnished to security holders subsequent to
 the filing of the annual report of this Form 10-K, the Company will furnish
 copies of such material to the Commission when it is sent to the security
 holders.

                                SIGNATURES

 Pursuant to the requirement of Section 13 or 15(d) 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.

PUEBLO XTRA INTERNATIONAL, INC.

Dated:  February 1, 2002            /s/ Daniel J. O'Leary
                                  Daniel J. O'Leary,
                                  Executive Vice President
                                   and Chief Financial Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the dates indicated.

<TABLE>
<CAPTION>

Signature                       Title                             Date
----------------                ------------------------------    ------------
<S>                             <C>                               <C>
/s/ Gustavo A. Cisneros         Chairman of the Board
Gustavo A. Cisneros

/s/ William T. Keon, III        Director; President; and Chief
William T. Keon, III            Executive Officer

/s/ Daniel J. O'Leary           Executive Vice President and Chief
Daniel J. O'Leary               Financial Officer

/s/ Evis H. Lois                Controller
Evis H. Lois, CPA

/s/ Steven I. Bandel            Director
Steven I. Bandel

/s/ Guillermo A. Cisneros       Director
Director

/s/ Cristina Pieretti           Director
Cristina Pieretti

/s/ Alejandro Rivera            Director
Alejandro Rivera
</TABLE>


 INDEPENDENT AUDITORS' REPORT


 To the Board of Directors and Stockholder of
   Pueblo Xtra International, Inc.


 We have audited the accompanying consolidated balance sheets of Pueblo Xtra
 International, Inc. and its subsidiaries (the "Company") as of November 3,
 2001 and January 27, 2001, and the related consolidated statements of
 operations, cash flows and stockholder's equity for the 40 weeks ended
 November 3, 2001 and for each of the two fiscal years in the period ended
 January 27, 2001.  Our audits also included the financial statement schedules
 listed in the Index at Item 14.  These financial statements and financial
 statement schedules are the responsibility of the Company's management.  Our
 responsibility is to express an opinion on the financial statements and
 financial statement schedules based on our audits.

 We conducted our audits in accordance with auditing standards generally
 accepted in the United States of America.  Those standards require that we
 plan and perform the audit to obtain reasonable assurance about whether the
 financial statements are free of material misstatement.  An audit includes
 examining, on a test basis, evidence supporting the amounts and disclosures
 in the financial statements.  An audit also includes assessing the accounting
 principles used and significant estimates made by management, as well as
 evaluating the overall financial statement presentation.  We believe that our
 audits provide a reasonable basis for our opinion.

 In our opinion, such consolidated financial statements present fairly, in all
 material respects, the financial position of Pueblo Xtra International, Inc.
 and its subsidiaries as of November 3, 2001 and January 27, 2001 and the
 results of their operations and their cash flows for the 40 weeks ended
 November 3, 2001 and for each of the two fiscal years in the period ended
 January 27, 2001 in conformity with accounting principles generally accepted
 in the United States of America.  Also, in our opinion, such financial
 statement schedules, when considered in relation to the basic consolidated
 financial statements taken as a whole, present fairly in all material
 respects the information set forth therein.

Deloitte & Touche LLP
Certified Public Accountants


Miami, Florida
December 21, 2001 (January 31, 2002 as to the effects of the Sixth Amendment
to the New Bank Credit Agreement described in Note 4).



















                                        F-1
                      CONSOLIDATED BALANCE SHEETS
             PUEBLO XTRA INTERNATIONAL, INC. AND SUBSIDIARIES
                         (Dollars in thousands)

<TABLE>
<CAPTION>

                                                        November 3,        January 27,
                                                           2001               2001
                                                      -------------      -------------
<S>                                                   <C>                <C>
ASSETS

CURRENT ASSETS
   Cash and cash equivalents                             $   2,169          $  34,833
   Accounts receivable, net of allowance for doubtful
      accounts of $520 at November 3, 2001 and $546 at
      January 27, 2001                                       3,450              2,123
   Inventories                                              54,228             52,957
   Prepaid expenses                                          8,997              7,375
   Deferred income taxes                                    14,534              9,013
                                                         ---------          ---------
   TOTAL CURRENT ASSETS                                     83,378            106,301
                                                         ---------          ---------

PROPERTY AND EQUIPMENT
   Land and improvements                                     6,299              6,283
   Buildings and improvements                               40,051             39,894
   Furniture, fixtures and equipment                        99,758             98,610
   Leasehold improvements                                   43,736             41,233
   Construction in progress                                  2,803              5,972
                                                         ---------          ---------
                                                           192,647            191,992
   Less accumulated depreciation and amortization           94,110             86,826
                                                         ---------          ---------
                                                            98,537            105,166
   Property under capital leases, net                       12,690             13,432
                                                         ---------          ---------
   TOTAL PROPERTY AND EQUIPMENT                            111,227            118,598

GOODWILL, net of accumulated amortization of $41,821 at
   November 3, 2001 and $38,178 at January 27, 2001        150,217            153,860
DEFERRED INCOME TAX                                          1,080              5,034
TRADE NAMES, net of accumulated amortization of $11,059
   at November 3, 2001 and $10,393 at January 27, 2001      27,441             28,107
DEFERRED CHARGES AND OTHER ASSETS                           20,816             22,890
                                                         ---------          ---------
   TOTAL ASSETS                                          $ 394,159          $ 434,790
                                                         =========          =========
</TABLE>
















                 The accompanying notes are an integral part of these
                           consolidated financial statements.

                                        F-2
                     CONSOLIDATED BALANCE SHEETS
             PUEBLO XTRA INTERNATIONAL, INC. AND SUBSIDIARIES
                 (Dollars in thousands, except share data)

<TABLE>
<CAPTION>

                                                        November 3,        January 27,
                                                           2001               2001
                                                      -------------      -------------
<S>                                                    <C>                <C>
LIABILITIES AND STOCKHOLDER'S EQUITY

CURRENT LIABILITIES
   Accounts payable                                     $  53,539           $  75,819
   Accrued expenses                                        16,669              19,933
   Accrued interest                                         4,432               8,540
   Salaries, wages and benefits payable                     7,862               8,259
   Current obligations under capital leases                   623                 649
                                                        ---------           ---------
   TOTAL CURRENT LIABILITIES                               83,125             113,200


LONG-TERM DEBT                                             30,000              30,000
NOTES PAYABLE                                             175,358             174,625
CAPITAL LEASE OBLIGATIONS, net of current portion          12,296              12,773
RESERVE FOR SELF-INSURANCE CLAIMS                           6,008               6,660
DEFERRED INCOME TAXES                                      20,486              24,096
OTHER LIABILITIES AND DEFERRED CREDITS                     31,501              29,835
                                                        ---------           ---------
   TOTAL LIABILITIES                                      358,774             391,189
                                                        ---------           ---------

COMMITMENTS AND CONTINGENCIES (Notes 5 and 10)

STOCKHOLDER'S EQUITY
   Common stock, $.10 par value; 200 shares
      authorized and issued                                     -                   -
   Additional paid-in capital                              91,500              91,500
   Accumulated deficit                                    (56,115)            (47,899)
                                                        ---------           ---------
   TOTAL STOCKHOLDER'S EQUITY                              35,385              43,601
                                                        ---------           ---------
   TOTAL LIABILITIES AND STOCKHOLDER'S EQUITY           $ 394,159           $ 434,790
                                                        =========           =========
</TABLE>




















                 The accompanying notes are an integral part of these
                           consolidated financial statements.

                                        F-3
                  CONSOLIDATED STATEMENTS OF OPERATIONS
              PUEBLO XTRA INTERNATIONAL, INC. AND SUBSIDIARIES
                          (Dollars in thousands)

<TABLE>
<CAPTION>

                                                40 weeks ended              Fiscal Year
                                           -------------------------  --------------------------
                                                         (unaudited)
                                           November 3,   November 4,
                                              2001          2000           2001         2000
                                           ----------    ----------    ----------    ----------
<S>                                        <C>           <C>           <C>           <C>
Net sales                                   $ 433,342     $ 478,799     $ 622,050     $ 674,145
Cost of goods sold                            290,997       326,066       423,755       456,143
                                            ---------     ---------     ---------     ---------
   GROSS PROFIT                               142,345       152,733       198,295       218,002

OPERATING EXPENSES
Selling, general and administrative expenses  116,541       127,101       165,667       163,785
Gain on insurance settlement                        -        (2,464)       (2,464)      (15,066)
Store Closings:
   Exit costs                                       -           685           685             -
   Write down of impaired assets                              3,578         3,534             -
Depreciation and amortization                  22,671        25,945        34,142        31,632
                                             ----------    ----------    ---------     ---------
   OPERATING (LOSS) PROFIT                      3,133        (2,112)       (3,269)       37,651

Interest expense on debt                      (16,967)      (21,779)      (26,960)      (28,738)
Interest expense on capital lease obligations  (1,409)       (1,493)       (1,870)       (1,633)
Interest and investment income, net               415         2,256         2,500         2,750
Loss on sale of real property                       -             -             -        (1,291)
                                             ---------     ---------     ---------     ---------
   (LOSS) INCOME BEFORE INCOME TAXES
      AND EXTRAORDINARY ITEM                  (14,828)      (23,128)      (29,599)        8,739

Income tax benefit (expense)                    6,612         8,497        11,691        (4,015)
                                             ---------     ---------     ---------     ---------
   (LOSS) INCOME BEFORE EXTRAORDINARY ITEM     (8,216)      (14,631)      (17,908)        4,724

Extraordinary item: gain on early
   extinguishment of debt, net of
   income taxes of $13,264                          -        20,603        20,603             -
                                            ----------     ----------    ----------    ---------
   NET (LOSS) INCOME                        $  (8,216)     $  5,972      $  2,695       $  4,724
                                            ==========     ==========    ==========    =========

</TABLE>


















                 The accompanying notes are an integral part of these
                           consolidated financial statements.

                                        F-4
                  CONSOLIDATED STATEMENTS OF CASH FLOWS
             PUEBLO XTRA INTERNATIONAL, INC. AND SUBSIDIARIES
                          (Dollars in thousands)

<TABLE>
<CAPTION>
                                                                   40 weeks ended            Fiscal Year
                                                                -----------------------  -------------------
                                                                            (unaudited)
                                                                Novmmber 3, Novmeber 4,
                                                                   2001        2000        2001       2000
                                                                ---------   ---------   ---------   --------
--
   <S>                                                                 <C>         <C>         <C>         <C>
   CASH FLOWS FROM OPERATING ACTIVITIES:
      Net (loss) income                                                 $ (8,216)   $  5,972    $  2,695    $  4,724
      Adjustments to reconcile net (loss) income to net cash (used in)
       provided by operating activities, net of effects of disposal
       of Florida retail operations:
         Extraordinary gain on early extinguishment of debt                    -     (20,603)    (20,603)          -
         Depreciation and amortization of property and equipment          12,635      15,041      20,166      17,615
         Amortization of intangibles, other assets and inventories        10,036      10,904      13,976      14,017
         Write off of property and equipment destroyed                         -           -           -       4,423
         Amortization of bond discount                                       733         933       1,138       1,170
         Loss on sale/leaseback of real estate                                 -           -           -       1,291
         (Gain) loss on disposal of property and equipment, net              (31)       (102)       (119)         30
         Adjustments to goodwill                                               -           -       6,943       2,737
         Gain on insurance settlement                                          -      (2,464)     (2,464)          -
         Accrual for exit costs on store closings                              -         685         685           -
         Write down of impaired assets on store closings                       -       3,577       3,534           -
         Provision for deferred income taxes                              (6,203)        442     (11,514)     (3,375)
         Provision for deferred charges and other assets                       -         (17)        334       1,838
         Amortization (benefit) in other liabilities and
           deferred credits                                                1,666         662      (3,092)      1,963
         Provision (benefit) from reduction of reserve for
           self-insurance claims                                               -      (1,592)      1,050      (4,286)
         Changes in operating assets and liabilities:
             (Increase) decrease in:
                Accounts receivable                                       (1,327)        454       1,889         703
                Inventories                                               (5,843)     (3,954)     (1,870)     (3,253)
                Prepaid expenses                                          (1,622)     (2,385)        440        (151)
                Other assets                                                 919           -           -           -
             (Decrease) increase in:
                Accounts payable, accrued expenses and accrued interest  (29,668)    (49,216)    (25,132)      3,286
                                                                         ---------   ---------   ---------  ---------
                                                                         (26,921)    (41,663)    (11,944)     42,732
         Decrease attributable to disposal of Florida retail operations        -           -           -      (3,022)
                                                                        ---------   ---------   ---------   ---------
         Net cash (used in) provided by operating activities             (26,921)    (41,663)    (11,944)     39,710
                                                                        ---------   ---------   ---------   ---------

   CASH FLOWS FROM INVESTING ACTIVITIES:
      Purchases of property and equipment                                 (5,271)    (16,154)    (17,452)    (21,650)
      Reconstruction of property and replacement of equipment destroyed        -           -           -     (13,102)
      Proceeds from disposal of property and equipment                        31         184         203      35,829
                                                                        ---------   ---------   ---------   ---------
         Net cash (used in) provided by investing activities              (5,240)    (15,970)    (17,249)      1,077
                                                                        ---------   ---------   ---------   ---------
   CASH FLOWS FROM FINANCING ACTIVITIES:
      Principal payments on capital lease obligations                       (503)       (507)       (638)       (576)
      Purchase of Senior Notes due 2003                                        -     (50,908)    (51,047)          -
      Repayment of Industrial Revenue Bonds                                    -     (10,000)    (10,000)          -
      Borrowings under Revolving Credit Facility                               -      30,000      30,000           -
                                                                        ---------   ---------   ---------   ---------
         Net cash used in financing activities                              (503)    (31,415)    (31,685)       (576)
                                                                        ---------   ---------   ---------   ---------
   Net (decrease) increase in cash and cash equivalents                  (32,664)    (89,048)    (60,878)     40,211

   Cash and cash equivalents at beginning of year                         34,833      95,711      95,711      55,500
                                                                        ---------   ---------   ---------   ---------
   Cash and cash equivalents at end of year                             $  2,169    $  6,663    $ 34,833    $ 95,711
                                                                        =========   =========   =========   =========
   </TABLE>


                    The accompanying notes are an integral part of these
                           consolidated financial statements

                                   F-5
                CONSOLIDATED STATEMENTS OF STOCKHOLDER'S EQUITY
                PUEBLO XTRA INTERNATIONAL, INC. AND SUBSIDIARIES
    40 weeks ended November 3, 2001, and fiscal years ended January 27, 2001
                               and January 29, 2000
                              (Dollars in thousands)

<TABLE>
<CAPTION>

                                              Additional                         Total
                                   Common      Paid-in       Accumulated     Stockholder's
                                   Stock       Capital         Deficit          Equity
                                  ---------  ------------   -------------   -------------
<S>                               <C>        <C>            <C>             <C>
Balance at January 30, 1999              -   $   91,500      $  (55,318)     $   36,182

   Net income for the year               -            -           4,724           4,724
                                  ---------  -----------    -------------   -------------
Balance at January 29, 2000              -       91,500         (50,594)         40,906

   Net income for the year               -            -           2,695           2,695
                                  ---------  -----------    -------------   -------------
Balance at January 27, 2001              -       91,500         (47,899)         43,601

   Net loss for the 40 weeks
    ended November 3, 2001                                       (8,216)         (8,216)
                                  ---------  -----------    -------------   -------------
Balance at November 3, 2001              -   $   91,500      $  (56,115)     $   35,385
                                  =========  ===========    =============   =============

</TABLE>




































              The accompanying notes are an integral part of these
                       consolidated financial statements

                                        F-6
                NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
             PUEBLO XTRA INTERNATIONAL, INC. AND SUBSIDIARIES

NOTE 1 -- SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation

      The consolidated financial statements include the accounts of Pueblo
 Xtra International, Inc. and its wholly-owned subsidiaries (the "Company").
 The Company, a wholly owned subsidiary of PXC&M Holdings, Inc., operates
 retail supermarkets and video rental locations in Puerto Rico and the U. S.
 Virgin Islands.  Intercompany accounts and transactions are eliminated in
 consolidation.

      Effective November 2, 2001, the Company changed its fiscal year end to
 the Saturday closest to October 31.  Previously, the Company's fiscal year
 ended on the Saturday closest to January 31.  Consequently, the current
 fiscal period is the 40 weeks ended November 3, 2001.  Fiscal 2001 and 2000
 were both 52 week years and ended on January 27, 2001 and January 29, 2000,
 respectively.

      Further, effective November 4, 2001, Pueblo International, Inc. a wholly
 owned subsidiary of Pueblo Xtra International, Inc. was converted to a
 limited liability corporation and its name changed to Pueblo International,
 LLC.

Operations

 The Company has experienced a decrease in its sales and profitability over
 the past several years. As a result, the Company's financial position has
 been negatively impacted.   Management believes the decrease is due to the
 negative effects of Hurricane George's which occurred in September 1998,
 increased competition and weakness in the economy in both Puerto Rico and the
 U.S. Virgin Islands.  The Company has taken certain initiatives to improve
 its profitability and financial position including repurchase of $87.7
 million of its Notes and Series C Senior Notes for $51.5 million (including
 expenses), operating cost reductions, closing under performing stores,
 remodeling the majority of its remaining stores and the introduction of its
 PuebloCard loyalty and discount program.  Although no assurances can be
 given, management believes the above steps will improve the Company's
 operating performance and cash flows.  Further, management believes that the
 cash flows generated by its normal business operations together with it's
 available credit facility will be adequate to meet its obligations through
 the end of its fiscal year which ends on November 2, 2002.

Use of Estimates

      The preparation of consolidated financial statements in conformity with
 accounting principles generally accepted in the United States of America
 requires management to make estimates and assumptions that affect the
 reported amounts of assets and liabilities and disclosure of contingent
 assets and liabilities at the date of the consolidated financial statements
 and the reported amount of revenues and expenses during the reporting period.
 Actual results could differ from those estimates.

Cash and Cash Equivalents

      Highly liquid investments purchased with a maturity of three months or
less are considered cash equivalents.






                                        F-7
                NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
             PUEBLO XTRA INTERNATIONAL, INC. AND SUBSIDIARIES

NOTE 1 -- SIGNIFICANT ACCOUNTING POLICIES (Continued)

Inventories

      Inventories held for sale are stated at the lower of cost or market. The
 cost of inventories held for sale is determined, depending on the nature of
 the product, either by the last-in, first-out (LIFO) method or by the
 first-in, first-out (FIFO) method.  Videocassette rental inventories are
 recorded at cost, net of accumulated amortization.  Videocassettes held for
 rental are amortized over 52 weeks on a straight-line basis.

Property and Equipment

      Property and equipment, including expenditures for remodeling and
 improvements, are carried at cost.  Routine maintenance, repairs and minor
 betterments are charged to operations as incurred.  Depreciation and
 amortization are computed on a straight-line basis over the estimated useful
 lives of the assets or, in relation to leasehold improvements and property
 under capital leases, over the lesser of the asset's useful life or the lease
 term, not to exceed 20 years. Estimated useful lives are 20 years for
 buildings and improvements, 5 to 12 years for furniture, fixtures and
 equipment, 4 years for automotive equipment and 3 years for computer hardware
 and software.

      Upon the sale, retirement or other disposition of assets, the related
 cost and accumulated depreciation or amortization are eliminated from the
 accounts.  Any resulting gains or losses from disposals are included in the
 consolidated statements of operations.

Goodwill and Other Intangibles

      Goodwill represents the excess of cost over the then estimated fair
 value of the net tangible and other intangible assets acquired in connection
 with the transaction described in Note 2.  Tradenames acquired at the time of
 the transaction were recorded based on valuations by independent appraisers.
 Goodwill and other intangibles are being amortized using the straight-line
 method over periods not exceeding 40 years.

Self-Insurance

      The Company's general liability, certain of its workers compensation,
 and certain of its health insurance programs are self-insured.  The general
 liability and workers compensation reserves for self-insurance claims are
 based upon an annual review by the Company and its independent actuary of
 claims filed and claims incurred but not yet reported.  Due to inherent
 uncertainties in the estimation process, it is at least reasonably possible
 that the Company's estimate of the reserve for self-insurance claims could
 change in the near term.  The liability for self-insurance is not discounted.
 Individual self-insured losses are limited to $250,000 per occurrence for
 general liability and certain workers compensation.  The Company maintains
 insurance coverage for claims in excess of $250,000.  The current portion of
 the reserve for general liability and workers compensation, representing the
 amount expected to be paid in the next fiscal year, was $4.3 million at both
 November 3, 2001 and January 27, 2001, and is included in the consolidated
 balance sheets as accrued expense.  The reserve for health insurance programs
 was $1.1 million at both November 3, 2001 and January 27, 2001.  It is
 included in the consolidated balance sheets caption entitled salaries, wages,
 and benefits payable.




                                        F-8
                NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
             PUEBLO XTRA INTERNATIONAL, INC. AND SUBSIDIARIES

NOTE 1 -- SIGNIFICANT ACCOUNTING POLICIES (Continued)

Revenue Recognition

      Revenues from the sale of products are recognized at the point of sale
 to the Company's customers.

Long-Lived Assets

      Long-lived assets are reviewed on an ongoing basis for impairment based
 on comparison of carrying value against undiscounted future cash flows.  If
 an impairment is identified, the assets carrying amount is adjusted to fair
 value.  During the 40 weeks ended November 3, 2001, fiscal 2001, and fiscal
 2000, no such adjustments were recorded.

Pre-Opening Expenses

      Store pre-opening expenses are charged to operations as they are
 incurred.

Advertising Expenses

      Advertising expenses are charged to operations as they are incurred.
 During the 40 weeks ended November 3, 2001, fiscal 2001 and, fiscal 2000,
 advertising expenses were $6.0 million, $8.8 million, and $11.7 million,
 respectively.

Income Taxes

      The Company accounts for income taxes under Statement of Financial
 Accounting Standards No. 109, "Accounting for Income Taxes" ("SFAS 109").
 SFAS 109 requires deferred tax assets and liabilities to be determined based
 on the difference between the financial statement and tax bases of assets and
 liabilities using enacted tax rates currently in effect.

Earnings Per Common Share

      The Company is a wholly-owned subsidiary of PXC&M Holdings, Inc.
 ("Holdings") with a total of 200 shares of common stock issued and
 outstanding.  Earnings per share is not meaningful to the presentation of the
 consolidated financial statements and is therefore excluded.

New Accounting Pronouncements

      In July 2000, the Financial Accounting Standards Board ("FASB") issued
 SFAS 138, "Accounting for Derivative Instruments and Hedging Activities (an
 amendment for FASB Statement No. 133)" which amends SFAS No. 133, to provide
 additional guidance and to exclude certain provisions.  SFAS No. 133 requires
 that an entity recognize all derivatives as either assets or liabilities in
 the statement of financial position and measure those instruments at fair
 value and is effective for the Company's fiscal period ended November 3,
 2001. The adoption of SFAS No. 133, as amended, did not have a material
 impact on the financial statements.

      In July 2001, the FASB issued SFAS No.141 "Business Combinations" and
 SFAS No. 142, "Goodwill and Other Intangible Assets". SFAS No. 141 requires
 that all business combinations be accounted for under the purchase method.
 The statement further requires separate recognition of intangible assets that
 meet one of two criteria. The statement applies to all business combinations
 initiated after June 30, 2001


                                        F-9
                NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
             PUEBLO XTRA INTERNATIONAL, INC. AND SUBSIDIARIES

NOTE 1 -- SIGNIFICANT ACCOUNTING POLICIES (Continued)

      SFAS No. 142 requires that an intangible asset that is acquired shall
 be initially recognized and measured based on its fair value. The statement
 also provides that goodwill should not be amortized, but shall be tested for
 impairment annually, or more frequently if circumstances indicate potential
 impairment, through a comparison of fair value to its carrying amount.
 Existing goodwill will continue to be amortized through the remainder of the
 fiscal year ending November 2, 2002 at which time amortization will cease and
 the Company will perform a transitional goodwill impairment test. SFAS No.
 142 is effective for fiscal periods beginning after December 15, 2001. The
 Company is currently evaluating the impact of the new accounting standards on
 existing Goodwill and other intangible assets.  Goodwill amortization expense
 was $3.6 million for the 40 weeks ended November 3, 2001 and $5.0 million for
 both fiscal 2001 and fiscal 2000.

      In July 2001, the FASB issued SFAS No. 144,"Accounting for the
 Impairment or Disposal of Long-Lived Assets".  SFAS No. 144 addresses
 financial accounting and reporting for the impairment or disposal of long-
 lived assets. This statement supercedes SFAS No. 121 on the same topic and
 the accounting and certain reporting provisions of Accounting Principles
 Board ("APB") Opinion No. 30, "Reporting the Results of Operations-Reporting
 the Effects of Disposal of a Segment of a Business, and Extraordinary,
 Unusual and Infrequently Occurring Events and Transactions", for the disposal
 of a segment of a business (as defined in that Opinion). This Statement also
 amends Accounting Research Bulletin No. 51, "Consolidated Financial
 Statements," to eliminate the exception to consolidation for a subsidiary for
 which control is likely to be temporary.  SFAS No. 144 is effective for
 fiscal periods beginning after December 15, 2001. The Company will implement
 the pronouncement beginning in the first quarter of fiscal year ending
 November 2, 2002. The Company is currently evaluating the impact of the new
 accounting standards on existing long-lived assets.

Reclassifications

      Certain amounts in the prior year's consolidated financial statements
 and related notes have been reclassified to conform to the current year's
 presentation.

Unaudited Period

      The financial statements for the 40 weeks ended November 4, 2000 are
 unaudited and, in the opinion of management, include all adjustments
 (consisting only of normal and recurring adjustments) necessary for a fair
 presentation of results for the period.

NOTE 2 -- GOODWILL

      In July 1993, the Company acquired all of the outstanding shares of the
 common stock of Pueblo International, Inc. and subsidiaries for an aggregate
 purchase price of $283.6 million plus transaction costs.  The shares were
 acquired from an investor group including affiliates of Metropolitan Life
 Insurance Company, The First Boston Corporation and certain current and
 former members of the Company's management and its Board of Directors.

      The acquisition of shares was accounted for as a purchase effective
 July 31, 1993.  Accordingly, the purchase price was allocated to the assets
 acquired and liabilities assumed.  The excess of the aggregate purchase price
 over the fair market value of net assets acquired of approximately $210.2
 million was recognized as goodwill and is being amortized over 40 years.

                                  F-10

                NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
             PUEBLO XTRA INTERNATIONAL, INC. AND SUBSIDIARIES

NOTE 2 -- GOODWILL (Continued)

      Since the acquisition, $18.1 million of goodwill has been written off,
 including $6.9 million in the fiscal year ended January 27, 2001, resulting
 from adjustments to the acquired deferred tax liability.

NOTE 3 -- INVENTORIES

      The cost of approximately 78% and 84% of total inventories at November
 3, 2001 and January 27, 2001, respectively, is determined by the LIFO method.
 The excess of current cost over inventories valued by the LIFO method was
 $2.2 million and $2.0 million as of November 3, 2001 and January 27, 2001.
 In the 40 weeks ended November 3, 2001 and for each of the prior two fiscal
 years, inventory quantities were reduced resulting in a liquidation of
 certain inventory base layers carried at costs that were lower than the cost
 of current purchases, the effect of which reduced the net loss for the 40
 weeks ended November 3, 2001 by $120,000 and increased net income by $20,000
 and $73,000 in the fiscal years 2001 and 2000, respectively.

NOTE 4 -- DEBT

      Total debt consists of the following (in thousands):

<TABLE>
<CAPTION>

                                              November 3,    January 27,
                                                  2001           2001
                                              -----------    -----------
<S>                                           <C>            <C>
Notes and Series C Senior Notes due 2003,
   net of unamortized discount of $1,925
   and $2,658 at November 3, 2001 and
   January 27, 2001, respectively             $  175,358     $  174,625
Revolving Credit Facility due 2003                30,000         30,000
                                              ------------   ------------
                                              $  205,358     $  204,625
                                              ============   ============
</TABLE>


      In 1993 the Company issued $180 million in 10-year, 9 1/2% senior notes
 (the "Notes").  On April 29, 1997, the Company entered into a refinancing
 plan (the "Refinancing Plan"), which included the issuance and sale of $85.0
 million principal amount of 9 1/2% Series C Senior Notes Due 2003 (the
 "Series C Senior Notes"), the terms of which are substantially identical to
 those of the Notes.  The net proceeds from the sale of the Series C Senior
 Notes of approximately $73.9 million after deducting expenses, together with
 available cash of the Company, were used to repay the senior secured
 indebtedness outstanding under a bank credit agreement dated July 31, 1993
 (the "Old Bank Credit Agreement").  During fiscal 2001 the Company purchased
 at a gain $87.7 million aggregate principal amount of its Notes and Series C
 Senior Notes.  Additionally, the Company repaid $10.0 million in industrial
 revenue bonds.







                                       F-11
                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
             PUEBLO XTRA INTERNATIONAL, INC. AND SUBSIDIARIES

NOTE 4 -- DEBT (Continued)

      In connection with the Refinancing Plan, the Company entered into an
 amended bank credit agreement (the "New Bank Credit Agreement"), which
 provides for a $65.0 million revolving credit facility (the "New Credit
 Facility") with less restrictive covenants compared to the Old Bank Credit
 Agreement. The Fourth Amendment has placed limits on the availability of the
 credit facility.  The Fifth Amendment has adjusted certain covenants to
 conform to the Company's results.  Consequently, availability through
 November 3, 2001 was limited to $41.7 million and subsequently to $43.9
 million.  After the issuance of standby letters of credit in the amount of
 $3.9 million and borrowings of $30.0 million under the revolver, as of
 November 3, 2001, the Company has borrowing availability on a revolving basis
 of $7.8 million under the New Bank Credit Agreement. On January 31, 2002, the
 Company signed the Sixth Amendment, effective that date, to the New Bank
 Credit Agreement which adjusted total availability under the facility to
 $43.0 million through May 18, 2002 and to $40.0 million from May 19, 2002
 through the maturity date (February 2003). Consequently, as of January 31,
 2002, the Company has borrowing availability on a revolving credit basis of
 $9.1 million.  The Company pays a fee of .50% per annum on unused commitments
 under the $65.0 million revolving credit facility.  Interest on the New
 Credit Facility fluctuates based on the availability of Section 936 funds in
 Puerto Rico, Euroloan rates and the prime rate.

      Also in connection with the Refinancing Plan, on April 29, 1997, the
 Company satisfied $10.0 million of indebtedness payable to a related party by
 transferring its interest in two real estate properties from its closed
 Florida operations to such related party.

      The New Credit Facility is collateralized by a pledge of the assets of
 the Company, by the capital stock of, and intercompany notes issued by, the
 Company's subsidiaries and by the capital stock of the Company.  The Company
 is required, under the terms of the New Credit Facility, to meet certain
 financial covenants which include minimum consolidated net worth levels,
 interest and fixed charges coverage ratios and minimum EBITDA (Earnings
 Before Interest, Taxes, Depreciation, and Amortization)as defined in the
 New Credit Facility.  The New Credit Facility also contains certain
 restrictions on additional indebtedness, capital expenditures and the
 declaration and payment of dividends.  Borrowings under the New Credit
 Facility have been classified as a long-term obligation since the Company has
 the ability and intent to refinance borrowings on a long-term basis through
 the expiration date of the New Credit Facility.

 The Notes and Series C Senior Notes, which mature on August 1, 2003, are
 general unsecured obligations of the Company and are subordinate in right of
 payment to all existing and future liabilities (including, without
 limitation, obligations under the New Credit Facility) of its subsidiaries.
 The Notes and Series C Senior Notes may be called by the holders of the notes
 at 101% in the event of a change in control of the Company (as defined in the
 indenture). The Notes and Series C Senior Notes are senior to all future
 subordinated indebtedness which the Company may from time to time incur.  The
 Notes and Series C Senior Notes bear interest at the rate of 9.50% per annum
 which is payable semiannually on February 1 and August 1. Terms of the Notes
 and Series C Senior Notes include covenants which restrict the Company and
 its subsidiaries from engaging in certain activities and transactions.








                                       F-12
                 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
               PUEBLO XTRA INTERNATIONAL, INC. AND SUBSIDIARIES

      Annual maturities of the Company's debt are as follows (in thousands):

<TABLE>
<CAPTION>
           Fiscal Year               Amount
          -------------            ----------
          <C>                      <C>
              2003                  $207,283
                                   ----------
              Total                 $207,283
                                   ==========
</TABLE>

      Total interest paid on debt was $19.2 million, $28.3 million, and $26.1
 million for the 40 weeks ended November 3, 2001 and fiscal years ended
 January 27, 2001 and January 29, 2000, respectively.  Interest payable was
 $4.4 million and $8.5 million as of November 3, 2001 and January 27, 2001,
 respectively.


NOTE 5 -- LEASES

      The Company conducts the major part of its operations on leased premises
 which have initial terms generally ranging from 20 to 25 years.
 Substantially, all leases contain renewal options which extend the lease
 terms in increments of 5 to 10 years and include escalation clauses.  The
 Company also has certain equipment leases which have terms of up to five
 years.  Realty and equipment leases generally require the Company to pay
 operating expenses such as insurance, taxes and maintenance.  Certain store
 leases provide for percentage rentals based upon sales above specified
 levels.

      The Company leases retail space to tenants in certain of its owned and
 leased properties.  The lease terms generally range from two to five years.

      Property recorded as assets under capital leases consists of real estate
 as follows (in thousands):
<TABLE>
<CAPTION>
                                       November 3,         January 27,
                                          2001                2001
                                     ---------------     --------------
<S>                                  <C>                 <C>
Real estate                            $   19,192           $   19,192
Less accumulated depreciation               6,502                5,760
                                     ---------------     --------------
Property under capital leases, net     $   12,690            $  13,432
                                     ===============     ==============
</TABLE>













                                       F-13
               NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
             PUEBLO XTRA INTERNATIONAL, INC. AND SUBSIDIARIES

NOTE 5 -- LEASES (Continued)

      Depreciation of assets recorded under capital leases is included with
 depreciation and amortization expense in the consolidated statements of
 operations.  Minimum rentals payments to be made under noncancelable leases
 at November 3, 2001 as well as rent to be received as lessor of owned
 property and as lessor in sublease rentals of portions of leased property are
 as follows (in thousands):

<TABLE>
<CAPTION>
                                      Capital      Operating     Operating
                                       Lease         Lease         Lease
                                      Payments      Payments      Receipts
       Fiscal Years Ending          (As Lessee)   (As Lessee)   (As Lessor)
--------------------------------   ------------  ------------  ------------
<S>                                <C>           <C>           <C>
November 2, 2002                     $  2,428      $ 12,531      $    113
November 1, 2003                        2,439        11,291           113
October 30, 2004                        2,259        10,866           113
October 29, 2005                        2,176        10,676           106
October 28, 2006                        2,126        10,075            56
November 3, 2007 and thereafter        20,845        88,815           508
                                   ------------  ------------  ------------
                                       32,273      $144,254      $  1,009
                                                 ============  ============
Less executory costs                        -
                                   -----------
   Net minimum lease payments          32,273
Less amount representing interest      19,354
                                   -----------
Present value of net minimum lease
   payments under capital lease
   obligations                         12,919
Less:  current portion                    623
                                    ----------
Capital lease obligations,
   net of current portion             $12,296
                                    ==========
</TABLE>

Sublease rental receipts to be received from capital and operating leases:

                                     Capital       Operating
                                      Leases         Leases
                                   -----------   ------------
Total minimum sublease rentals
   to be received in the future       $ 1,118       $  6,876
                                   ===========   ============

      Rent expense and the related contingent rentals under operating leases
 were $11.8 and $0.2 million for the 40 weeks ended November 3, 2001,
 respectively, $16.1 million and $0.2 million for fiscal 2001, respectively,
 and $15.7 million and $0.2 million for fiscal 2000, respectively.








                                       F-14
                NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
             PUEBLO XTRA INTERNATIONAL, INC. AND SUBSIDIARIES

NOTE 5 -- LEASES (Continued)

      Contingent rentals under capital leases, which are directly related to
 sales, were $0.03 million for the 40 weeks ended November 3, 2001, and $0.1
 million for both fiscal 2001 and fiscal 2000.  Interest paid on capital lease
 obligations was $1.4 million for the 40 weeks ended November 3, 2001, $1.9
 million for fiscal 2001, and $1.6 million for fiscal 2000.

      Sublease rental income for operating and capital leases was $3.7 million
 for the 40 weeks ended November 3, 2001, $4.1 million for fiscal 2001, and
 $4.2 million for fiscal 2000.


NOTE 6 -- INCOME TAXES

      The components of income tax (benefit) expense, excluding extraordinary
 items, are as follows (in thousands):
<TABLE>
<CAPTION>
                           40 weeks             Fiscal Year Ended
                            ended         --------------------------
                          November 3,     January 27,    January 29,
                            2001             2001            2000
                         -----------     -----------    ------------
<S>                      <C>             <C>            <C>
Current
   Federal                $    (429)        $     -        $     46
   State                         (3)              -              17
   U.S. Possessions              23            (177)          4,348
                         -----------     -----------    ------------
                               (409)           (177)          4,411
                         -----------     -----------    ------------
Deferred
   Federal                   (1,785)         (2,764)          1,738
   State                        (12)            388              26
   U.S. Possessions          (4,406)         (9,138)         (2,160)
                         -----------     -----------    ------------
                             (6,203)        (11,514)           (396)
                         -----------     -----------    ------------
     Total income tax
     (Benefit) expense    $  (6,612)      $ (11,691)       $  4,015
                         ===========     ===========    ============
</TABLE>


      The deferred tax assets and liabilities are presented on a net basis by
 Jurisdiction in the accompanying balance sheets.

      The significant components of the deferred tax assets and liabilities
 (on a gross basis) are as follows (in thousands):












                                       F-15
                NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
             PUEBLO XTRA INTERNATIONAL, INC. AND SUBSIDIARIES

NOTE 6 -- INCOME TAXES (Continued)
<TABLE>
<CAPTION>
                                           November 3,      January 27,
                                              2001             2001
                                         ---------------  --------------
<S>                                      <C>              <C>
Deferred tax assets:
   Reserve for self-insurance claims       $  7,153          $ 7,673
   Employee benefit plans                    10,287            9,270
   Property and equipment                     7,167            9,202
   Accrued expenses and other liabilities
      and deferred credits                   11,555           21,278
   Other operating loss and tax credit
      carry forwards                         11,402           11,234
   All other                                  5,316            2,075
   Valuation Allowance                       (3,788)          (3,000)
                                         ---------------  --------------
      Total deferred tax assets              49,092           57,732
                                         ---------------  --------------
Deferred tax liabilities:
   Property and equipment                   (14,314)         (18,426)
   Tradenames                               (20,674)         (20,822)
   Operating leases                          (7,173)          (9,185)
   Inventories                               (7,255)          (7,262)
   Other assets                              (3,820)          (3,667)
   Accrued expenses and other liabilities
      and deferred credits                     (721)          (9,439)
                                         ---------------  --------------
    Total deferred tax liabilities          (53,957)         (68,801)
                                         ---------------  --------------
      Net deferred tax liabilities        $  (4,865)        $(11,069)
                                         ===============  ==============
</TABLE>
      A reconciliation of the difference between actual income tax expense,
 excluding extraordinary items, and income taxes computed at U. S. Federal
 statutory tax rates is as follows (in thousands):

<TABLE>
<CAPTION>
                                    40 weeks        Fiscal Year Ended
                                      ended     ------------------------
                                   November 3,  January 27,  January 29,
                                     2001           2001         2000
                                   -----------  -----------  -----------
<S>                                <C>          <C>          <C>
U.S. Federal Statutory rate of 35%
   applied to pretax income (loss)   $(5,190)     $(10,359)    $  3,059
Effect of varying rates
   applicable in other taxing
   jurisdictions                        (338)       (1,174)         272
Amortization of goodwill               2,356         3,233        1,761
State and local taxes                    (17)         (262)          40
Foreign Tax Credit                       214             -            -
Branch taxes (possession -
   United States / Virgin Islands)    (5,207)       (2,777)        (686)

All others, net                        1,570          (352)        (431)
                                   -----------  -----------  -----------
Income tax (benefit) expense         $(6,612)     $(11,691)    $  4,015
                                   ===========  ===========  ===========
</TABLE>
                                       F-16
                NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
             PUEBLO XTRA INTERNATIONAL, INC. AND SUBSIDIARIES

NOTE 6 -- INCOME TAXES (Continued)

      The Company's operations are located in U. S. possessions where they are
 subject to U. S. and local taxation.

      The Company revoked its election under Section 936 of the Internal
 Revenue Code effective for its tax year beginning January 30, 2000.

      SFAS 109 requires a valuation allowance against deferred tax assets if,
 based on the weight of available evidence, it is more likely than not that
 some or all of the deferred tax assets may not be realized.  Management
 believes that some portion of the deferred tax assets will not be realized
 based on this criterion.  Consequently, the Company has recorded a valuation
 allowance of $3.8 million.

      As of November 3, 2001, the Company has unused net operating loss
 carryforwards of $7.7 million and $24.8 million available to offset future
 taxable income in the U.S. Virgin Islands and Puerto Rico, respectively,
 through fiscal years 2021 and 2008, respectively. Utilization of the tax
 credit carryforward may be limited each year.

      The Company has unused general business tax credits of approximately
 $19,000  available to offset future United States income tax liabilities.
 Such tax credits expires on 2011.

      The Company also has unused alternative minimum tax credits in the
 amount of $0.2 million and $0.1 million to offset future income tax
 liabilities in Puerto Rico and the United States, respectively.  These
 credits are carried forward indefinitely.

      Total income taxes paid were $45,000 for the 40 weeks ended November
 3, 2001, $3.8 million during the fiscal year ended January 27, 2001 and $0.7
 million during fiscal 2000.


NOTE 7 -- RETIREMENT BENEFITS

      The Company has a noncontributory defined benefit plan (the "Retirement
 Plan") covering substantially all full-time and certain part-time associates.
 Retirement Plan benefits are based on years of service and a base level of
 compensation.  The Company funds retirement plan costs in accordance with the
 requirements of the Employee Retirement Income Security Act of 1974.
 Contributions are intended to provide not only for benefits attributed to
 service to date but also for those expected to be earned in the future.
 Retirement Plan assets consist primarily of stocks, bonds and U. S.
 Government securities.  Full vesting for the Retirement Plan occurs upon the
 completion of five years of service.















F-17
                NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
             PUEBLO XTRA INTERNATIONAL, INC. AND SUBSIDIARIES

NOTE 7 -- RETIREMENT BENEFITS (Continued)

 Net pension cost under the Retirement Plan includes the following
 components (in thousands):

<TABLE>
<CAPTION>
                                    40 weeks         Fiscal Year Ended
                                                                     ended     --------------------------
                                    November 3,  January 27,   January 29,
                                      2001          2001         2000
                                   -----------  -----------  -----------
<S>                                <C>          <C>          <C>
Service cost - benefits
   earned during the period         $   1,119    $   1,546    $   1,546
Interest cost on projected
   benefit obligation                   1,293        1,668        1,509
Expected return on plan
   assets                              (1,166)      (1,477)      (1,262)
Net amortization and
   deferrals                             (135)        (129)          (6)
                                   -----------  -----------  -----------
   NET PENSION COST                 $   1,111    $   1,608    $   1,787
                                   ===========  ===========  ===========
</TABLE>

     The discount rate, average expected long-term rate of return on plan
 assets, and rate of increase in future compensation levels used in
 determining the actuarial present value of the net periodic pension cost for
 the Retirement Plan are 7.75%, 9.0%, and 5.0%, respectively, for the 40 weeks
 ended November 3, 2001, fiscal 2001, and fiscal 2000.































                                       F-18
                NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
             PUEBLO XTRA INTERNATIONAL, INC. AND SUBSIDIARIES

NOTE 7 -- RETIREMENT BENEFITS (Continued)

      The funded status and amounts recognized in the Company's consolidated
 balance sheets for the Retirement Plan are as follows (in thousands):

                                              November 3,      January 27,
                                                 2001             2001
                                            ---------------  --------------
Actuarial present value of benefit obligations:
Accumulated benefit obligation, including
 vested benefits of $15,175 at November 3,
 2001 and $14,507 at January 27, 2001             $16,393     $    15,551
                                           ===============  ==============

Plan assets at fair value - beginning of
 the year/period                                  $17,940     $    16,846
Actual return on plan assets                       (3,907)          2,234
Employer contributions                                795           1,237
Benefits paid                                      (2,788)         (2,377)
                                           ---------------  --------------
Plan assets at fair value - end of the
 year/period                                       12,040          17,940
                                           ---------------  --------------
Projected benefit obligation for service
 rendered to date - beginning of the
 year/period                                      (23,332)        (22,610)
Service cost                                       (1,119)         (1,546)
Interest cost                                      (1,293)         (1,668)
Actuarial gain                                     (1,817)            115
Benefits paid                                       2,788           2,377
                                           ---------------  --------------
Projected benefit obligation for service
 rendered to date - end of the year/period        (24,773)        (23,332)
                                           ---------------  --------------
      FUNDED STATUS                               (12,733)         (5,392)

Unrecognized net gain                               2,203          (4,817)
Unrecognized prior service cost                       (50)            (55)
                                            ---------------  --------------
      NET PENSION LIABILITY                 $     (10,580)     $  (10,264)
                                            ===============  ==============

       The Company maintains a Supplemental Executive Retirement Plan (the
 "SERP") for its officers under which the Company will pay, from general
 corporate funds, a supplemental pension equal to the difference between the
 annual amount of pension calculated under the SERP and the amount the
 participant will receive under the Retirement Plan.  Effective January 1,
 1992, the Board of Directors amended the SERP in order to conform various
 provisions and definitions with those of the Retirement Plan.  The pension
 benefit calculation under the SERP is limited to a total of 20 years
 employment and is based on a specified percentage of the average annual
 compensation received for the five highest consecutive years during a
 participant's last 10 years of service, reduced by the participant's annual
 Retirement Plan and social security benefits.  Full vesting for the SERP
 occurs upon the completion of five years of service.







                                       F-19
                NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
             PUEBLO XTRA INTERNATIONAL, INC. AND SUBSIDIARIES

NOTE 7 -- RETIREMENT BENEFITS (Continued)

       Net pension cost under the SERP includes the following components (in
 thousands):
<TABLE>
<CAPTION>
                                        40 weeks        Fiscal Year Ended
                                                         ended     --------------------------
                                       November 3,   January 27,  January 29,
                                         2001           2001         2000
                                      -----------  -----------  -----------
<S>                                   <C>          <C>          <C>
Service cost - benefits earned
   during the year/period              $    274     $    215     $    260
Interest cost on projected
   benefit obligation                       255          255          271
Net amortization and deferrals              (41)        (173)         (79)
                                      -----------  -----------  -----------
      NET PENSION COST                 $    488     $    297     $    452
                                      ===========  ===========  ===========
</TABLE>
      The discount rate and rate of increase in future compensation levels
 used in determining the actuarial present value of the net periodic pension
 cost for the SERP are 7.75% and 5.0%, respectively, for the 40 weeks ended
 November 3, 2001, fiscal 2001, and fiscal 2000.

       The funded status and amounts recognized in the Company's consolidated
 balance sheets for the SERP are as follows (in thousands):

                                              November 3,      January 27,
                                                 2001             2001
                                            ---------------  --------------
Actuarial present value of benefit obligations:
   Accumulated benefit obligation, including
   vested benefits of $4,563 at November 3,
   2001 and $3,830 at January 27, 2001        $    4,668      $    3,990
                                            ===============  ==============
Projected benefit obligation for service
 rendered to date                             $   (5,359)     $   (4,557)
                                            ---------------  --------------
      FUNDED STATUS                               (5,359)         (4,557)
Unrecognized net gain                               (540)         (1,088)
Unrecognized prior service cost                       19              24
                                            ---------------  --------------
      NET PENSION LIABILITY                   $   (5,880)     $   (5,621)
                                            ===============  ==============

      Change in benefit obligations was as follows (in thousands):

                                              November 3,      January 27,
                                                 2001             2001
                                            ---------------  --------------
Benefit obligation as of beginning of the
 year/period                                    $  4,557      $    3,467
Service costs                                        274             215
Interest costs                                       255             255
Actuarial loss                                       503             926
Benefits paid                                       (230)           (306)
                                            ---------------  --------------
Benefit obligation as of end of the
 year/period                                    $  5,359      $    4,557
                                            ===============  ==============
                                       F-20
                NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
             PUEBLO XTRA INTERNATIONAL, INC. AND SUBSIDIARIES

NOTE 7 -- RETIREMENT BENEFITS (Continued)

      Change in plan assets were as follows (in thousands):

                                              November 3,      January 27,
                                                 2001             2001
                                            ---------------  --------------
Fair value of assets as of beginning of the
 year/period                                     $     -      $       -

Employer contribution                                230            306
Benefits paid                                       (230)          (306)
                                            ---------------  --------------
Fair value of assets as of end of the
 year/period                                     $     -      $       -
                                            ===============  ==============

      The Company has a noncontributory defined contribution plan covering its
 eligible associates in Puerto Rico.  Contributions to this plan are at the
 discretion of the Board of Directors.  During the 40 weeks ended November 3,
 2001, the Board of Directors elected not to pay its contribution for the 2001
 calendar year.  The Company also has a contributory thrift savings plan in
 which it matches eligible contributions made by participating eligible
 associates in the United States and the U. S. Virgin Islands.  The cost of
 these plans are recognized in the year the cost is incurred.  As a result of
 its decision not to make its contribution and an over accrual during fiscal
 2001 related to the noncontributory defined contribution plan, the Company
 recognized a net credit during the 40 weeks ended November 3, 2001 of $12,000
 for these plans versus expenses of $697,000 and $620,000 for fiscal 2001 and
 fiscal 2000, respectively.

NOTE 8 -- FAIR VALUE OF FINANCIAL INSTRUMENTS

      The following methods and assumptions were used to estimate the fair
 value of each class of financial instruments.

Cash and Cash Equivalents

      The carrying amount of cash and cash equivalents approximates fair value
 due to the short maturity of these instruments.

Debt

      The fair value of the Company's indebtedness, excluding the Notes and
 Series C Senior Notes, is estimated based on quoted market prices for similar
 instruments.  The fair value of the Notes and Series C Senior Notes is
 determined based on market quotes.















                                       F-21
                NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
             PUEBLO XTRA INTERNATIONAL, INC. AND SUBSIDIARIES

NOTE 8 -- FAIR VALUE OF FINANCIAL INSTRUMENTS (Continued)


      The estimated fair value of the Company's financial instruments are as
 follows (in thousands):

<TABLE>
<CAPTION>
                                     November 3,              January 27,
                                        2001                     2001
                               ----------------------   ----------------------
                                Carrying      Fair       Carrying     Fair
                                 Amount       Value       Amount      Value
                               ---------    ---------   ---------   ---------
<S>                             <C>         <C>          <C>         <C>
Cash and cash equivalents     $   2,169    $   2,169   $  34,833   $  34,833

Debt                           (205,358)     (56,592)   (204,625)   (100,913)

</TABLE>

NOTE 9 -- CONCENTRATIONS OF CREDIT RISK

      Financial instruments which potentially subject the Company to
 concentrations of credit risk consist primarily of cash and cash equivalents.
 The Company places its temporary cash investments with highly-rated
 financial institutions in investment grade short-term debt instruments.

NOTE 10 -- CONTINGENCIES

       At November 3, 2001, the Company was party to a number of legal
 proceedings involving claims for money damages arising in the ordinary course
 of conducting its business which are either covered by insurance or are
 within the Company's self-insurance program, and in a number of other
 proceedings which are not deemed material.  Management believes there were no
 material contingencies as of November 3, 2001.  It is not possible to
 determine the ultimate outcome of these matters; however, management is of
 the opinion that the final resolution of any threatened or pending litigation
 is not likely to have a material adverse effect on the financial position or
 results of operations of the Company.

NOTE 11 -- HURRICANE GEORGES

      Hurricane Georges struck all of the Company's operating facilities on
 September 20 and 21, 1998.  All of the Company's stores, with the exception
 of two, were reopened.

      The insurance claim settlement for property damage and extra expenses
 involved inventory losses, reconstruction of property and replacement of
 equipment and expenses the Company incurred specifically as a result of the
 storm.  The related insurance coverage for losses resulting from the storm is
 as follows:

     Inventory at retail value
     Reconstruction of property and replacement of equipment at replacement
       cost
     Extra expenses reimbursed dollar for dollar





F-22
                 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
             PUEBLO XTRA INTERNATIONAL, INC. AND SUBSIDIARIES

NOTE 11 -- HURRICANE GEORGES (Continued)

      During fiscal years ended January 29, 2000 and January 27, 2001 the
 Company recorded a $15.1 million Gain and $2.5 million gain, respectively,
 which was a result of the excess of insurance coverage for inventory,
 property, and equipment over the net book value of these items at the time
 the storm occurred.

      The property damage portion of the insurance claim resulting from
 Hurricane Georges has been agreed to in the amount of approximately $42.0
 million and, with the exception of some minor items outstanding, all agreed
 amounts have been received.

      The Company's insurance also includes business interruption coverage
 which provides for reimbursement for lost profits as a result of the
 storm.  On December 1, 2000 the Company submitted to its insurance carriers a
 $69.4 million proof of loss for business interruption losses to its grocery
 stores and video outlets in Puerto Rico and the U. S. Virgin Islands
 (the "claim") as a result of Hurricane Georges.  The claim is based on the
 Company's management's estimate of the impact the storm had on its business
 from the time the storm occurred through September 9, 2000, which is the end
 of the applicable indemnity period.  The Company has received $6.9
 million from its insurance carriers related to this portion of the claim.
 The $6.9 million is comprised of a $5.0 million advance and reimbursement of
 $1.9 million of the Company's claim preparation fees. The $5.0 million
 advance will not be included in earnings until such time as the claim is
 settled and the related gain is realized. During the Company's fiscal year
 that ended January 27, 2001 the carriers invoked the appraisal provisions of
 the policy which, essentially, require an arbitration process to value the
 claim. The Company and the carriers have been unable to agree which court has
 jurisdiction over appointing the umpire. Consequently, the appointment of the
 umpire is being litigated in two jurisdictions. On October 30, 2001 the
 Federal Court for the Southern District of Florida appointed an umpire as a
 result of litigation initiated by the Company. The umpire and the appraisers
 for the Company and the insurance carriers have taken initial steps to
 organize the appraisal process. The insurance carriers have asked that the
 appraisal process in Florida be stayed while they appeal the appointment of
 the umpire to the U.S. Court of Appeals for the Eleventh District. At the
 date of this release the appraisal process in Florida has not been stayed and
 no decision has been rendered by the U.S. Court of Appeals. The litigation
 initiated in Puerto Rico by the carriers for the appointment of an umpire is
 continuing. The Company is unable to predict when the appraisal process will
 conclude or what total amount eventually may be recovered.

NOTE 12-- SALE/LEASEBACK TRANSACTION

Sale/Leaseback Transaction

      On June 1, 1999, the Company realized approximately $35.2 million in
 cash from the sale of seven shopping centers that are located in Puerto Rico
 and the U.S. Virgin Islands. The portions of these centers in which the
 Company's retail stores are located are being leased back pursuant to
 long-term leases.  The Company incurred a $1.2 million loss (net of the
 income tax benefit and a $6.9 million deferred gain) in the transaction.  The
 deferred gain is being amortized over the life of the related leases.







                                       F-23
               NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
             PUEBLO XTRA INTERNATIONAL, INC. AND SUBSIDIARIES

NOTE 13-- DISCLOSURE ON OPERATING SEGMENTS

      The Company has two primary operating segments:  retail food sales and
 video tape rentals and sales.  The Company's retail food division consists of
 48 supermarkets, 42 of which are in Puerto Rico and 6 of which are in the
 U.S. Virgin Islands.  The Company also has the exclusive franchise rights to
 Blockbuster video stores for Puerto Rico and the U. S. Virgin Islands
 operated through 41 video rental stores, 39 of which are in Puerto Rico and 2
 of which are in the U. S. Virgin Islands.  Most of the video rental stores
 are adjacent to, or a separate section within, a retail food supermarket.
 Administrative support functions are located in Florida. Although the Company
 maintains data by geographic location, its segment decision making process is
 based on its two product lines.

Reportable operating segment financial information is as follows (dollars in
 thousands):

<TABLE>
<CAPTION>

                                  Retail Food          Video Rental            Total
<S>                               <C>                  <C>                  <C>

40 weeks ended November 3, 2001
Net sales                         $  403,921           $  29,421          $   433,342
Depreciation and amortization        (16,508)             (6,163)             (22,671)
Operating profit                       1,158               1,975                3,133
Total assets                         371,899              22,260              394,159
Capital expenditures                  (5,237)                (34)              (5,271)

(Unaudited)
40 weeks ended November 4, 2000
Net sales                         $  446,715           $  32,084          $   478,799
Depreciation and amortization        (19,368)             (6,577)             (25,945)
Operating (loss) profit               (3,433)              1,321               (2,112)
Total assets                         399,209              24,226              423,435
Capital expenditures                 (16,115)                (39)             (16,154)

Fiscal Year Ended 2001
Net sales                         $  579,096           $  42,954          $   622,050
Depreciation and amortization        (25,681)             (8,461)             (34,142)
Operating (loss) profit               (6,348)*             3,079               (3,269)*
Total assets                         412,027              22,763              434,790
Capital expenditures                 (17,377)                (75)             (17,452)

Fiscal Year Ended 2000
Net sales                         $  624,225           $  49,920          $   674,145
Depreciation and amortization        (22,838)             (8,794)             (31,632)
Operating profit                      30,851**             6,800**             37,651**
Capital expenditures                 (21,443)               (207)             (21,650)


	*  Includes a gain of $2,464 related to the final accounting for the property portion of the
	 Hurricane Georges insurance claim.

	** Includes a gain of $15,066 on the settlement of the Hurricane Georges insurance claim of which
	 $13,798 was in the Retail Food segment and $1,268 was in the Videotape segment.
</TABLE>

      Because the Retail Food and Video Rental Divisions are not segregated by
 corporate entity structure, the operating segment amounts shown above do not
 represent totals for any subsidiary of the Company.  All overhead expenses
 including depreciation on assets of administrative departments are allocated
 to operations.  Amounts shown in the total column above correspond to amounts
 in the consolidated financial statements.




                                       F-24


                                                                    Schedule I
                        PUEBLO XTRA INTERNATIONAL, INC.
                      BALANCE SHEETS-PARENT COMPANY ONLY
                            (Dollars in thousands)
<TABLE>
<CAPTION>
                                                  November 3,        January 27,
                                                           2001               2001
                                                      -------------      -------------
<S>                                                    <C>                <C>
ASSETS

CURRENT ASSETS                                          $        5         $    8,439
                                                        -------------      -----------

INVESTMENT IN SUBSIDIARIES                                  57,286             65,719
NOTE RECEIVABLE-MIRROR LOAN                                164,531            167,531
DEFERRED CHARGES AND OTHER ASSETS                            2,037              1,639
                                                        ------------       -----------
  TOTAL ASSETS                                          $  223,859         $  243,328
                                                        ============       ===========

LIABILITIES AND STOCKHOLDER'S EQUITY

CURRENT LIABILITIES
   Accrued expenses                                    $     3,533         $   11,829
   Intercompany payable, net                                 9,583             13,273
                                                       -------------      -----------
  TOTAL CURRENT LIABILITIES                                 13,116             25,102

NOTES PAYABLE                                              175,358            174,625
                                                       -------------      -----------
  TOTAL LIABILITIES                                        188,474            199,727
                                                       -------------      -----------
COMMITMENTS AND CONTINGENCIES                                                       -

STOCKHOLDER'S EQUITY
   Common stock                                                  -                  -
   Additional paid-in capital                               91,500             91,500
   Accumulated deficit                                     (56,115)           (47,899)
                                                       -------------     ------------
   TOTAL STOCKHOLDER'S EQUITY                               35,385             43,601
                                                       -------------     -------------
   TOTAL LIABILITIES AND STOCKHOLDER'S EQUITY          $   223,859         $  243,328
                                                       =============     =============
</TABLE>
                                (Continued)

















                                       S-1

                        PUEBLO XTRA INTERNATIONAL, INC.
                  STATEMENTS OF OPERATIONS-PARENT COMPANY ONLY
                            (Dollars in thousands)

<TABLE>
<CAPTION>
                                                       40 weeks         Fiscal Year Ended
                                                        ended     --------------------------
                                                      November 3 ,  January 27,   January 29,
                                                          2001         2001         2000
                                                       ---------   ----------   -----------
<S>                                                    <C>          <C>          <C>
Interest income                                         $ 13,074     $ 23,005     $ 25,868
Interest expense on debt                                 (14,049)     (24,188)     (26,981)
Selling, general and administrative expenses                   -           (2)        (206)
                                                       ----------   ----------   -----------
   LOSS BEFORE INCOME TAXES, EQUITY LOSSES FROM
      SUBSIDIARIES, AND EXTRAORDINARY ITEM                  (975)      (1,185)      (1,319)

Income tax benefit                                         1,192        8,778          458
                                                       ----------   ----------   -----------
   INCOME (LOSS) BEFORE EQUITY LOSSES FROM
      SUBSIDIARIES AND EXTRAORDINARY ITEM                    217        7,593         (861)

(Loss) Equity gain from subsidiaries                      (8,433)     (25,501)       5,585
                                                       ----------   ----------   -----------

   NET (LOSS) INCOME BEFORE EXTRAORDINARY ITEM            (8,216)     (17,908)       4,724

Extraordinary item, gain from early extinguishment
   of debt, net of taxes                                       -       20,603            -
                                                       ----------   ----------   -----------

         NET (LOSS) INCOME                              $ (8,216)    $  2,695     $  4,724
                                                       ==========   ==========   ===========
</TABLE>





























                                       S-2
                        PUEBLO XTRA INTERNATIONAL, INC.
                 STATEMENTS OF CASH FLOWS-PARENT COMPANY ONLY
                            (Dollars in thousands)

<TABLE>
<CAPTION>

                                                               40 weeks        Fiscal Year Ended
                                                                ended     -----------------------
                                                              November 3, January 27, January 29,
                                                                 2001        2001        2000
                                                               ----------  ----------  -----------
<S>                                                           <C>         <C>         <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
   Net (loss) income                                            $ (8,216)   $  2,695    $  4,724
   Adjustments to reconcile net income to net cash
      provided by operating activities:
      Extraordinary gain on early extinguishment of debt                     (20,603)          -
      Decrease in deferred charges and other assets                  363         629         705
      Changes in operating assets and liabilities:
          Decrease in:
            Notes/accounts receivable                                  -      86,158           -
            Prepaid expenses                                           -         158           -
            Interest receivable, net                               3,000       4,410           -
            Deferred income taxes                                   (761)     (8,777)       (459)
          (Decrease) Increase in:
             Accrued expenses                                     (8,296)     (4,372)        (69)
             Intercompany payable, net                            (3,690)     (2,646)        922
                                                                ---------   ---------   ----------
      Net cash (used in) provided by operating activities        (17,600)     57,652       5,823
                                                                ---------   ---------   ----------

CASH FLOWS FROM INVESTING ACTIVITIES:
  Decrease (Increase) in investment in subsidiaries                8,433      25,501      (5,585)
  Increase in investment in subsidiaries due to forgiveness
      of debt                                                          -     (37,717)          -
                                                                ---------   ---------   ----------
      Net cash provided by (used in) investing activities          8,433     (12,216)     (5,585)
                                                                ---------   ---------   ----------

CASH FLOWS FROM FINANCING ACTIVITIES:
   Principal payment from notes payable to a related party             -      (1,138)     (1,103)
   Purchase of Senior Notes due 2003                                   -     (49,999)          -
   Proceeds from notes payable to a related party                    733       1,138       1,170
                                                                ---------   ---------   ----------
      Net cash (used in) provided by financing activities            733     (49,999)         67
                                                                ---------   ---------   ----------
Net (decrease) increase in cash and cash equivalents              (8,434)     (4,563)        305

Cash and cash equivalents at beginning of period                   8,439      13,002      12,697
                                                                ---------   ---------   ----------
Cash and cash equivalents at end of period                       $     5     $ 8,439    $ 13,002
                                                                =========   =========   ==========
</TABLE>















                                        S-3
                                                                  Schedule II
             Pueblo Xtra International, Inc. and Subsidiaries
                    Valuation and Qualifying Accounts
       For the 40 weeks ended November 3, 2001 and Fiscal Years Ended
                  January 27, 2001 and January 29, 2000


                                                   (Dollars in thousands)

<TABLE>
<CAPTION>
                                    Balance at    Additions                      Balance
                                    Beginning     Charged to                     at End
                                     of Year/     Costs and                     of Year/
          Description                 Period       Expenses    Deductions (1)   Period (2)
-----------------------------      -----------   -----------  ---------------  -----------
<S>                                <C>           <C>          <C>              <C>

40 Weeks Ended November 3, 2001
Reserves not deducted
   from assets:
   Reserve for self-
      insurance claims....          $  10,980     $   2,896     $   3,549      $  10,327

Fiscal 2001
Reserves not deducted
   from assets:
   Reserve for self-
      insurance claims....          $  12,091     $   4,233     $   5,344      $  10,980

Fiscal 2000
Reserves not deducted
   from assets:
   Reserve for self-
      insurance claims....          $  16,377     $     794     $   5,080      $  12,091


</TABLE>

----------
(1)  Amounts consist primarily of payments on claims.

(2)Amounts represent both the current and long-term portions.























                                        S-4
                                                                   EXIBIT 21.7
FIFTH AMENDMENT

FIFTH AMENDMENT dated as of November 2, 2001 (the "Amendment") to the Amended
and Restated Credit Agreement dated as of April 29, 1997 (as amended to date,
the "Credit Agreement") among PUEBLO XTRA INTERNATIONAL, INC., a Delaware
corporation ("PXI"), PUEBLO INTERNATIONAL, INC., a Delaware corporation (the
"Borrower"), XTRA SUPER FOOD CENTERS, INC., a Delaware corporation ("XTRA"),
the Syndication Agent, the Administrative Agent, and the Banks party thereto
from time to time. All capitalized terms used in this Amendment and not
otherwise defined shall have the respective meanings provided such terms in
the Credit Agreement.
W I T N E S S E T H :
WHEREAS, subject to the terms and conditions of this Amendment, the parties
hereto wish to amend the Credit Agreement;

NOW, THEREFORE, it is agreed:

1.         Section 7.08 of the Credit Agreement is hereby amended by (x)
deleting the phrase "last Saturday of January" where such phrase appears in
clause (i), and (y) inserting the phrase "Saturday closest to October 31" in
lieu thereof.

2.         Section 8.11 of the Credit Agreement is hereby amended by (x)
deleting the ratio "1.25:1.00" set forth opposite the heading "Fiscal Quarter
Ending November 3, 2001", and (y) inserting the ratio "1.55:1.00" in lieu
thereof.

3.        Section 8.12(a)(ii) of the Credit Agreement is hereby amended by
inserting immediately following the word "By Laws" the phrase "or, in the case
of the Borrower following its conversion to a Delaware limited liability
company, its certificate of formation or its limited liability company
agreement".

4.       Section 10 of the Credit Agreement is hereby amended by deleting the
definition of "Borrower" in its entirety and inserting the following new
definition in lieu thereof: "Borrower" shall mean Pueblo International Inc.,
and following its conversion to a Delaware limited liability company, Pueblo
International LLC.

5.     Each Bank hereby consents to the conversion of Pueblo International
Inc. to a Delaware limited liability company with the name of "Pueblo
International LLC" and with the initial Certificate of Formation, dated as of
November 2, 2001 and the Limited Liability Company Agreement and Single Member
Declaration, dated as of November 2, 2001, provided that 100% of the
membership interests in Pueblo International LLC are certificated and are
pledged to the Collateral Agent pursuant to the PXI Pledge Agreement.

6.   For purposes of Sections 3.04, 8.09, 8.10, and 8.11 of the Credit
Agreement, the fiscal quarter of PXI and its Subsidiaries that commences on
November 4, 2001 will end (or be deemed to end) on January 26, 2002 (as stated
in such Sections), however for other reporting purposes (including the filing
of PXI's report on form 10-Q) such fiscal quarter may end on February 23,
2002'.

7.      In order to induce the Required Banks to enter into this Amendment,
PXI and the Borrower hereby represent and warrant that:
            (a)      no Default or Event of Default exists as of the Fifth
Amendment Effective Date (as defined below), both before and after giving
effect to this Amendment; and
            (b)     all of the representations and warranties contained in the
Credit Agreement or the other Credit Documents are true and correct in all
material respects on and as of the Fifth Amendment Effective Date both before
and after giving effect to this Amendment (it being understood that any
representation or warranty made as of a specific date shall be true and
correct in all material respects as of such specific date).

8.       This Amendment is limited as specified and shall not constitute a
modification, acceptance or waiver of any other provision of the Credit
Agreement or any other Credit Document.

9.     This Amendment may be executed in any number of counterparts and by the
different parties hereto on separate counterparts, each of which counterparts
when executed and delivered shall be an original, but all of which shall
together constitute one and the same instrument.  A complete set of
counterparts shall be lodged with the Borrower and the Administrative Agent.

10.    THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES HEREUNDER
SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNEDBY THE LAW OF THE STATE OF
NEW YORK.

11.    This Amendment shall become effective as of November 2, 2001 on the
date (the "Fifth Amendment Effective Date") when (i) the Administrative Agent
has received the amendment fee in relation to this Amendment as provided in
the separate fee letter, (ii) each of PXI, the Borrower, Xtra, the Subsidiary
Guarantors and the Required Banks shall have signed a counterpart hereof
(whether the same or different counterparts) and shall have delivered
(including by way of facsimile transmission) the same to the Administrative
Agent at its Notice Office, and (iii) PXI shall have delivered 100% of the
membership interests in Pueblo International LLC in certificated form to the
Collateral Agent.

12.    From and after the Fifth Amendment Effective Date, all references in
the Credit Agreement and each of the other Credit Documents to the Credit
Agreement shall be deemed to be references to the Credit Agreement as amended
hereby.














IN WITNESS WHEREOF, the parties hereto have caused their duly authorized
officers to execute and deliver this Amendment as of the date first above
written.

                                            PUEBLO XTRA INTERNATIONAL, INC.


                                            By: /s/ Daniel J. O'Leary
                                            Title: Executive Vice President
                                                   & Chief Financial Officer


                                            PUEBLO INTERNATIONAL, INC.


                                            By: /s/ Daniel J. O'Leary
                                            Title: Executive Vice President
                                                   & Chief Financial Officer

                                            XTRA SUPER FOOD CENTERS, INC.


                                            By: /s/ Daniel J. O'Leary
                                            Title: Executive Vice President
                                                   & Chief Financial Officer




































                                            THE BANK OF NOVA SCOTTIA


                                            By: /s/ W. Brown
                                            Title: Managing Director
























































                                            BANK OF AMERICA, N.A


                                            By: /s/ Wayne R. Porritt
                                            Title: Managing Director
























































ACKNOWLEDGED:


PUEBLO MARKETS, INC.


By: /s/ Daniel J. O'Leary
Title: Executive Vice President
       & Chief Financial Officer




PUEBLO SUPER VIDEOS, INC.


By: /s/ Daniel J. O'Leary
Title: Executive Vice President
       & Chief Financial Officer




ALL TRUCK, INC.


By: /s/ Daniel J. O'Leary
Title: Executive Vice President
       & Chief Financial Officer




XTRA DRUGSTORE, INC.


By: /s/ Daniel J. O'Leary
Title: Executive Vice President
       & Chief Financial Officer





















                                                                   EXIBIT 21.8
SIXTH AMENDMENT

 SIXTH AMENDMENT dated as of January 31, 2002 (the "Amendment") to the Amended
 and Restated Credit Agreement dated as of April 29, 1997 (as amended to date,
 the "Credit Agreement") among PUEBLO XTRA INTERNATIONAL, INC., a Delaware
 corporation ("PXI"), PUEBLO INTERNATIONAL, INC., a Delaware corporation (the
 "Borrower"), XTRA SUPER FOOD CENTERS, INC., a Delaware corporation ("XTRA"),
 the Syndication Agent, the Administrative Agent, and the Banks party thereto
 from time to time. All capitalized terms used in this Amendment and not
 otherwise defined shall have the respective meanings provided such terms in
 the Credit Agreement.

                            W I T N E S S E T H :


             WHEREAS, subject to the terms and conditions of this Amendment,
 the parties hereto wish to amend the Credit Agreement;

             NOW, THEREFORE, it is agreed:
1. Section 3.04 of the Credit Agreement is hereby amended and
 restated inits entirety as follows:

             "3.04 Limitation on Availability. (a)(i)  At any time during each
 period set forth below, the sum of (x) the aggregate principal amount of
 Loans outstanding and (y) the aggregate amount of L/C Oustandings, shall not
 exceed the amount (as further reduced pursuant to clause (ii) below) set
 forth opposite such period:

             Period (dates are inclusive)              Amount

             August 12, 2001 - November 3, 2001        $41,700,000.00

             November 4, 2001 - January 26, 2002       $43,900,000.00

             January 27, 2002 - May 18, 2002           $43,000,000.00

             May 19, 2002 - Maturity Date              $40,000,000.00

       (ii) The aggregate available amounts set forth in clause (i)
 above shall be reduced by the amount of any reductions in the Total
 Unutilized Revolving Commitment or Total Revolving Commitment pursuant
 to Section 3.02 or Section 3.03.

             (b) During any period set forth in Section 3.04(a), the Borrower
 shall be required to make mandatory prepayments in the manner set forth in
 Section 4.02(A)(a) as if the Adjusted Total Revolving Commitment in effect
 were equal to the aggregate amount then available under Section 3.04(a)."

             2.   In order to induce the Required Banks to enter into this
 Amendment, PXI and the Borrower hereby represent and warrant that:






       (a) no Default or Event of Default exists as of the Sixth
 Amendment Effective Date (as defined below), both before and after
 giving effect to this Amendment; and

       (b) all of the representations and warranties contained in the
 Credit Agreement or the other Credit Documents are true and correct in
 all material respects on and as of the Sixth Amendment Effective Date
 both before and after giving effect to this Amendment (it being
 understood that any representation or warranty made as of a specific
 date shall be true and correct in all material respects as of such
 specific date).

             3.  This Amendment is limited as specified and shall not
 constitute a modification, acceptance or waiver of any other provision of the
 Credit Agreement or any other Credit Document.

             4.   This Amendment may be executed in any number of counterparts
 and by the different parties hereto on separate counterparts, each of which
 counterparts when executed and delivered shall be an original, but all of
 which shall together constitute one and the same instrument.  A complete set
 of counterparts shall be lodged with the Borrower and the Administrative
 Agent.

             5.   THIS AMENDMENT AND THE RIGHTS AND OBLIGATIONS OF THE PARTIES
 HEREUNDER SHALL BE CONSTRUED IN ACCORDANCE WITH AND GOVERNED BY THE LAW OF
 THE STATE OF NEW YORK.

             6.   This Amendment shall become effective as of January 31, 2002
 on the date (the "Sixth Amendment Effective Date") when each of PXI, the
 Borrower, Xtra, the Subsidiary Guarantors and the Required Banks shall have
 signed a counterpart hereof (whether the same or different counterparts) and
 shall have delivered (including by way of facsimile transmission) the same to
 the Administrative Agent at its Notice Office.

             7.  From and after the Sixth Amendment Effective Date, all
 references in the Credit Agreement and each of the other Credit Documents to
 the Credit Agreement shall be deemed to be references to the Credit Agreement
 as amended hereby.


            IN WITNESS WHEREOF, the parties hereto have caused their duly
 authorized officers to execute and deliver this Amendment as of the date
 first above written.

PUEBLO XTRA INTERNATIONAL, INC.


                              By: /s/ Daniel J. O'Leary
                              Title: Executive Vice President
                                     & Chief Financial Officer



PUEBLO INTERNATIONAL, INC.


                              By: /s/ Daniel J. O'Leary
                              Title: Executive Vice President
                                     & Chief Financial Officer




                            XTRA SUPER FOOD CENTERS,INC.

                              By: /s/ Daniel J. O'Leary
                              Title: Executive Vice President
                                     & Chief Financial Officer

































THE BANK OF NOVA SCOTIA


By: /s/ Patrick J. Hawes

Title: Comptroller



BANK OF AMERICA, N.A.


  By: /s/ Wayne R. Porritt
      Title: Managing Director




ACKNOWLEDGED:

PUEBLO MARKETS, INC.


  By: /s/ Daniel J. O'Leary
  Title: Executive Vice President
         & Chief Financial Officer



PUEBLO SUPER VIDEOS, INC.


  By: /s/ Daniel J. O'Leary
  Title: Executive Vice President
         & Chief Financial Officer



ALL TRUCK, INC.

  By: /s/ Daniel J. O'Leary
  Title: Executive Vice President
         & Chief Financial Officer



XTRA DRUGSTORE, INC.

  By: /s/ Daniel J. O'Leary
  Title: Executive Vice President
         & Chief Financial Officer





























PUEBLO CARIBBEAN VIDEOS, INC.


By: /s/ Daniel J. O'Leary
Title: Executive Vice President
       & Chief Financial Officer



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