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

                                      FORM 10-K

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

                For the fiscal year ended January 27, 2001

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

         For the transition period from               to

                      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 April 26, 2001 -- 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, Inc., a
 Delaware company (together with its subsidiaries, "Pueblo").  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 the leading supermarket chain
 in the Commonwealth of Puerto Rico and the Territory of the U.S. Virgin
 Islands. In addition, Pueblo 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 41 video rental stores in Puerto Rico and 2 video rental
 stores in the U.S. Virgin Islands.

      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 2000 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 23%.  In addition, the Company estimates that
 it has a 32% 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 3.8 million residents. In fiscal year 2001 in Puerto Rico, the
 Company's stores averaged approximately 41,000 gross square feet and
 generated an average of approximately $452 of sales per selling square foot.
 Since the Acquisition, the Company has constructed six new supermarkets and
 remodeled 30 existing supermarkets in Puerto Rico.

U.S. Virgin Islands

      In fiscal 2001, the six supermarkets in the U.S. Virgin Islands averaged
 31,634 gross square feet and generated an average of approximately $414 of
 sales per selling square foot.  The Company has an estimated U.S. Virgin
 Islands grocery retailing market share of approximately 35%.  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 43 video rental locations in Puerto Rico and the U.S. Virgin
 Islands.  In Puerto Rico, the Company operates 17 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 3,900 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 competition with the
 Company.  Each of the Company's free-standing video rental locations carries
 an average of approximately 10,800 tapes dedicated to video rental whereas
 its in-store video rental locations average approximately 8,100.  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.

Disposal of Florida Retail Operations

      On January 16, 1996, the Company announced its decision to discontinue
 its retail operations in Florida (the "Florida Disposal").  The announcement
 was made as part of a restructuring plan whereby the Company exited the
 Florida retail market and placed more emphasis on its operations in Puerto
 Rico and the U.S. Virgin Islands.  The Florida Disposal, which included the
 disposal of all eight supermarkets and one warehouse and distribution center,
 by sale or abandonment, was completed in the first quarter of fiscal year
 1997.  All property related to the discontinued Florida operations has been
 disposed of.

Store Composition

      Since the Acquisition, the Company has made capital expenditures of
 approximately $112.3 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 35 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 1997, is set forth in the table below:

















<TABLE>
<CAPTION>
                                                   Fiscal Year
                                       ---------------------------------------
                                       2001     2000     1999     1998    1997
                                       ----     ----     ----     ----    ----
<S>                                    <C>      <C>      <C>      <C>     <C>
Stores in Operation:
  At beginning of year . . . . . . .     93       94       94       77       82
  Stores opened:
     Supermarkets  . . . . . . . . .     -        -        1        -        -
     video rental stores . . . . . .     1        -        1       17**      5

  Stores closed:
     Puerto Rico - Supermarket . . .     2        -        1*       -        2
     Puerto Rico - video rental  . .     1        1        1*       -        -
     Florida . . . . . . . . . . . .     -        -        -        -        8
                                       ----     ----     ----     ----    ----
  At end of year . . . . . . . . .      91       93       94       94       77
                                       ====     ====     ====     ====    ====
 Remodels and/or conversions  . . .      8        9        2       16        9
                                       ====     ====     ====     ====    ====
  Store Composition at Year-End:
     By division:
        Supermarkets . . . . . . . .    48       50       50       50       50
        video rental stores  . . . .    43       43       44       44       27
                                       ----     ----     ----     ----    ----
  Total                                 91       93       94       94       77
                                       ====     ====     ====     ====    ====
     By location:
       Puerto Rico . . . . . . . .      83       85       86       86       70
       U.S. Virgin Islands . . . .       8        8        8        8        7
                                       ----     ----     ----     ----    ----
  Total                                 91       93       94       94       77
                                       ====     ====     ====     ====    ====
</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 59% 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.  In fiscal 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>                                        Fiscal Year Ended
                                   -------------------------------------------
                                    January 27,    January 29,     January 30,
Product Category                       2001           2000            1999
                                   -----------     -----------     -----------
<S>                                  <C>             <C>             <C>
Grocery   . . . . . . . . . . .  .      45.2%           45.7%           46.8%
Health/Beauty Care/General Merchandise   8.2             7.7             7.7
Dairy   . . . . . . . . . . . . . .     17.8            18.0            17.5
Meat/Seafood  . . . . . . . . . . .     15.1            14.4            14.7
Produce . . . . . . . . . . . . . .      9.1             9.7             9.0
Deli/Bakery . . . . . . . . . . . .      4.6             4.5             4.3
                                       ------          ------          ------
     Total  . . . . . . . . . . . .    100.0%	        100.0%         100.0%
                                       ======          ======          ======

</TABLE>

Pricing

      As the largest grocery store chain operator in its markets, the Company
 is able to take advantage of volume purchase discounts and shipping
 efficiencies to offer competitive pricing at its supermarkets. During the
 year, the Company switched from weekly to biweekly 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 fiscal
 2001 year-end the Company continues to have approximately 350 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 14.9%
 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 "Pueblo Card" to its
 customers in Puerto Rico and the U. S. Virgin Islands.  The Pueblo Card 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. ("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
 Warehouse Clubs, Wal-Mart, Kmart (including its Big K format) and Walgreens,
 have opened locations in Puerto Rico and the U.S. Virgin Islands.  Despite
 these competitive challenges, the Company continues to maintain its position
 as market share leader in each of its respective markets.

      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 January 27, 2001, the Company had approximately 4,800 employees
 (full- and part-time) of whom approximately 3,700 were employed at the
 supermarket level, 500 at the administrative and financial services offices
 and distribution center and 600 by the Video Rental Division.  Approximately
 62% of the Company's supermarket employees are employed on a part-time
 basis.  Approximately 3,100 store employees are represented by a
 nonaffiliated collective bargaining organization under a 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 January 27, 2001 with
 respect to the owned and leased stores and support facilities used by Pueblo
 in its business:

<TABLE>
<CAPTION>                      Owned (1)           Leased               Total
                             -----------------   -----------------    ----------------
                             No. Gross Sq. Ft.   No. Gross Sq. Ft.    No. Gross Sq. Ft
                             --- -------------   --- -------------    --- ------------
<S>                            <C>                 <C>                  <C>
Supermarkets . . . . . . .    6    270,000       43    1,688,000      48    1,958,000
video rental stores  . . .    3     17,000       40      192,000      43      209,000
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.

      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

      The Company is a 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.  The Company's management does not believe that the ultimate
 resolution of any of these matters is likely to have a material adverse
 effect on the Company's results of operations or financial condition.

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

      There were no matters submitted to a vote of security holders during the
 quarter ended January 27, 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 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>
                                                     Fiscal Year Ended
                               --------------------------------------------------------------
                               January 27,  January 29,  January 30,  January 31,  January 25,
                                  2001         2000         1999         1998         1997
                               -----------  -----------  -----------  -----------  ----------
<S>                            <C>          <C>          <C>          <C>          <C>
Operating Statement Data
Net sales                      $622,050     $674,145       $784,774     $938,506   $1,020,056
Cost of goods sold              423,755      456,143        528,395      667,043      760,329
                               ---------    ---------    -----------   ----------   ----------
   Gross profit                 198,295      218,002        256,379      271,463      259,727
Selling, general and admin-
    istrative expenses (1)      165,667      163,785        172,964      204,185      213,485
Gain on insurance settlement(2)  (2,464)     (15,066)             -            -            -
Store Closings:
   Exit costs (3)                   685            -              -            -            -
   Write down of impaired
      assets (3)                  3,534            -              -            -            -
Depreciation and amortization    34,142       31,632         36,529       40,175       41,128
Division closure costs (4)            -            -              -            -        4,160
                               ---------    ---------    -----------  -----------   ----------
   Operating (loss) profit       (3,269)      37,651         46,886       27,103          954
Sundry, net  	                       -            -              -          (36)         122
Interest expense-debt and
   capital lease obligations    (28,830)     (30,371)       (29,556)     (30,527)     (30,458)
Interest and investment
   income, net                    2,500        2,750          1,379          910          276
Loss on sale of real
   property (5)                       -       (1,291)             -            -            -
Income tax benefit (expense)     11,691       (4,015)        (9,832)        (583)       9,535
                               ---------    ---------    -----------  -----------   ----------
(Loss) Income before
   extraordinary item           (17,908)       4,724          8,877       (3,133)     (19,571)
Extraordinary item, net of
   taxes (6)                     20,603            -              -       (2,444)           -
                               ---------    ---------    -----------  -----------   ----------
Net income (loss)                 2,695       $4,724         $8,877      $(5,577)    $(19,571)
                               =========    =========    ===========  ===========   ==========
</TABLE>

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





<TABLE>
<CAPTION>
                                                          As of
                              -------------------------------------------------------------------
                              January 27,   January 29,   January 30,   January 31,   January 25,
                                 2001          2000          1999          1998          1997
                              -----------   -----------   -----------   -----------   -----------
<S>                           <C>           <C>           <C>           <C>           <C>
Balance Sheet Data

Cash and cash equivalents (7)   $34,833       $95,711       $55,500       $28,770       $12,148
Working capital (deficit)        (6,899)       22,214         1,578       (23,535)      (56,217)
Property and equipment, net     118,598       122,263       129,860       135,844       150,915
Total assets	                 434,790       521,564       507,002       502,176       522,641
Total debt and capital
   lease obligations            218,047       283,705       276,032       275,576       295,204
Stockholder's equity             43,601        40,906        36,182        27,305        32,882
</TABLE>

<TABLE>
<CAPTION>
                                                   For the Fiscal Year Ended
                              -------------------------------------------------------------------
                              January 27,   January 29,   January 30,   January 31,   January 25,
                                 2001          2000          1999          1998          1997
                              -----------   -----------   -----------   -----------   -----------
<S>                           <C>           <C>           <C>           <C>           <C>
Certain Financial Ratios
   and Other Data
EBITDA (as defined) (8)         $34,407       $69,283       $83,415       $67,278       $42,082
Cash flow (used in) provided
   by investing activities (5)  (17,249)        1,077        (8,209)          187        (1,364)
Cash flow used in
   financing activities         (31,685)         (576)         (591)      (20,343)       (8,298)
Cash flow (used in) provided
   by operating activities      (11,944)       39,710        35,530        36,778        14,812
Capital expenditures             17,452        21,650 *      15,271        10,938        14,455
EBITDA (as defined) margin (8)     5.5%         10.3%         10.6%          7.2%          4.1%
Debt to EBITDA  (as defined)     6.34:1        4.09:1        3.30:1        4.10:1        7.01:1

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

</TABLE>


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



















<TABLE>
<CAPTION>
                                                                   Fiscal Year
                                           ------------------------------------------------------
                                              2001       2000       1999        1998       1997
                                           ---------   --------   ---------   --------   --------
<S>                                         <C>        <C>         <C>        <C>        <C>
RETAIL FOOD DIVISION DATA
Puerto Rico
 Number of stores (at fiscal year-end)            42         44         44          44         44
 Average sales per store (9)                $ 11,943   $ 12,901   $ 14,804    $ 18,221   $ 19,672
 Average selling square footage               28,149     28,243     27,179      26,455     27,652
 Average sales per selling square foot (9)  $    452   $    491   $    590    $    701   $    711
 Total sales 	                             $522,059   $567,658   $650,816    $801,732   $886,765
 Same store sales % change                    (7.6)%    (13.1)%    (17.8)%     (10.2)%     (2.6)%

U.S. Virgin Islands
 Number of stores (at fiscal year-end)             6          6          6           6          6
 Average sales per store (9)                $  8,085   $  8,364   $ 11,326    $ 14,777   $ 15,110
 Average selling square footage               19,421     19,421     19,421      19,421     20,104
 Average sales per selling square foot (9)  $    414   $    427   $    580    $    754   $    752
 Total sales                                $ 48,509   $ 50,185   $ 67,958    $ 88,659   $ 90,659
 Same store sales % change                    (3.3)%    (26.2)%    (21.7)%      (3.9)%       7.0%

VIDEO RENTAL DIVISION DATA
Video Rental Stores
 Number of stores (at fiscal year-end)            43         43          44          44        27
 Average sales per store (9)                $  1,000   $  1,146     $ 1,381     $ 1,371   $ 1,588
 Average weekly sales                       $    837   $    962     $ 1,184     $   683   $   794
 Total sales                                $ 42,954   $ 49,920     $60,972     $48,115   $35,938
 Same store sales % change                   (13.5)%    (18.6)%       10.8%      (4.5)%     10.5%
</TABLE>
          See notes to Selected Financial Data at the end of Item 6.

NOTES TO SELECTED FINANCIAL DATA

(1) Selling, general and administrative expenses for fiscal year 1997 include
    certain expenses and charges related to the implementation of the
    Company's strategic initiatives and other matters.  See "Management's
    Discussion and Analysis of Financial Conditions and Results of Operations
    --General".
(2) 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.
(3) 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.
(4) The Company recorded charges of approximately $4.2 million in fiscal 1997
    as a result of the Company's exit from the Florida market.  Costs
    associated with such closings, when recognized, are included in selling,
    general and administrative expenses.
(5) The Company received $35.5 million in cash and incurred a loss in a
    sale/leaseback of real estate.
(6) The fiscal year 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.
(7) Highly liquid investments purchased with a maturity of three months or
    less are considered cash equivalents.
(8) 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.
(9) 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 fiscal 2001, the Company closed 2
 under-performing supermarkets in Puerto Rico, reducing the number of
 supermarkets to 48.  Also in fiscal 2001 the Company relocated a video rental
 store that was in one of the closed supermarkets to a new free standing
 location.  From the Acquisition through fiscal 2001, the Company made capital
 expenditures totaling $132.3 million, of which $123.2 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, 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 net sales (from $1,199.1 million in fiscal 1994 to $1,020.1
 million in fiscal 1997), same store sales (from $931.3 million in fiscal 1994
 to $861.1 million in fiscal 1997), and consolidated operating results (from
 $27.4 million in fiscal 1994 to $1.0 million in fiscal 1997).  The declining
 operating results together with the Company's high level of interest expense
 resulting from its significant indebtedness resulted in annual net losses
 from fiscal 1994 through fiscal 1998.

      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.  Additionally, from fiscal
 1997 through fiscal 2001, the Company continued its program to remodel
 existing stores and open new stores in appropriate locations.  In fiscal 1999
 one new supermarket and one new video rental store were opened in Puerto
 Rico.  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
 remodels, nine of which were completed in fiscal 2000 and eight in fiscal
 2001.

      In fiscal 1997, in conjunction with the implementation of a revised
 business strategy, the Company retained a retail industry consulting firm to
 assist management in analyzing the Company's operating practices.  One result
 of such analysis was the reorganization of labor scheduling practices, which
 enabled the Company to eliminate 440 store employees in January 1997 and
 reduce annual labor costs in fiscal 1998 by approximately $9.0 million.  It
 is management's belief that the decision to exit the Florida market, together
 with the actions which the Company began to take in the spring of 1996 and
 the implementation of its revised business strategy, were appropriate steps
 to improve operating results.  Management's comprehensive program to refocus
 on repositioning the business in terms of product mix and modernizing stores
 contributed to net losses decreasing from fiscal 1996 through fiscal 1998 and
 in fiscal years 1999, 2000, and 2001 the Company realized net income of $8.9
 million, $4.7 million, and $2.7 million, respectively.

      Other measures being undertaken by the Company include: (i) continual
 evaluation of the supermarket formats to expand the breadth of product and
 values offered to customers and to increase customer traffic and convenience,
 such as adding in-store banking and fast food restaurants for select
 locations and (ii) adding products such as music department items,
 self-activated cellular phones, and prepaid phone cards to the video rental
 stores to expand their entertainment offerings.  The Company's management
 believes that these measures will enhance sales by increasing customer
 traffic in its supermarkets and video rental stores.

       In connection with the strategic initiatives begun in January 1996, the
 Company incurred a number of charges and other items that have adversely
 affected the Company's operating profit, including the following items which
 aggregated $31.9 million in fiscal 1996 and $12.3 million in fiscal 1997.
 The Company recorded charges of approximately $25.8 million in fiscal 1996
 and $4.2 million in fiscal 1997 as a result of the Company's exit from the
 Florida market, and a charge of $2.2 million in fiscal 1996 as a result of
 the Company's restructuring of its Puerto Rico operations.  Other items which
 adversely affected the Company's operating profit and were related to the
 implementation of the Company's strategic initiatives included the following,
 which aggregated $3.9 million in fiscal 1996 and $8.1 million in fiscal 1997.
 In fiscal 1996, an adjustment to the net realizable value of certain
 nonoperating real property in Puerto Rico caused a charge of $3.9 million.
 In fiscal 1997, the elimination of 440 store employees resulted in a charge
 of approximately $1.1 million in severance costs and the closing of two
 Puerto Rico stores resulted in a $2.9 million charge.  Additionally, the
 Company established reserves totaling $5.6 million during fiscal years 1994
 through 1998 pursuant to claims, all of which have been settled.

      The Company has no operations of its own, and its only assets are its
 equity interest in Pueblo 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 fiscal 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 Company has received $5.3
 million from its insurance carriers related to this portion of the claim,
 $4.7 million of which was received prior to January 27, 2001 and the
 remaining amount soon thereafter.  The $5.3 million is comprised of a $5.0
 million advance and reimbursement of $0.3 million of the Company's claim
 preparation fees.  The claim is based on the Company'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
 carriers have invoked the appraisal provisions of the policy which,
 essentially, require an arbitration process to value the claim. Consequently,
 the Company is unable to predict what amount, if any, eventually will be
 recovered or when the appraisal process will conclude.  The Company has not
 recorded any anticipated recovery from the business interruption portion of
 the claim as all recoveries will be gains which may be recorded only at such
 time as they are settled and realized.

Results of Operations

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.
 In fiscal 2001, the Company closed two of its supermarkets and relocated one
 of its video rental stores in Puerto Rico.  Additionally, the Company
 continued its reenineering of the entire business including the remodeling
 process scheduled for all of its stores.

      Total sales for the 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 this year versus $662.6 million for the
 prior year, a decline of 7.3%.  "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 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% 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 has come 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 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 is 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 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  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 reenineering 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
 has been replaced during the past year as the Company's reenineering program
 to remodel its stores progresses.

      Interest expense, net of interest income decreased by $1.3 million
 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,
 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 the year was $11.7 million compared to income tax
 expense of $4.0 millon in the prior year, a difference of $15.7 million.  The
 income tax benefit for the year 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 are 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.

Fiscal 2000 vs. Fiscal 1999

      As of January 29, 2000, the Company operated a total of 50 supermarkets
 and 43 video rental locations in Puerto Rico and the U. S. Virgin Islands.
 In fiscal 2000 the Company continued its reenineering of the entire business
 including the remodeling process scheduled for all of its stores while
 reconstructing its facilities at all of its locations damaged by Hurricane
 Georges.  During fiscal 2000 one video rental store within a supermarket was
 closed to better utilize floor space for supermarket operations.  The Company
 is investigating alternative locations for the video store.

      Total sales for the year ended January 29, 2000 were $674.1 million
 versus $784.8 million in the year ended January 30, 1999, a decrease of
 14.1%.  Same store sales were $653.3 million for fiscal 2000 versus $765.3
 million for the prior year, a decline of 14.6%.  Same store sales in the
 Retail Food Division declined 14.3% from the prior year.  The principal
 Factors contributing to the decline in same stores sales in the Retail Food
 Division were increased competition, the disruption in fiscal 2000 and a
 portion of fiscal 1999 caused by repairing and replacing components of the
 stores damaged by Hurricane Georges, and the disruption associated with
 remodeling stores.   While essentially all of the repairs were complete, the
 adverse effect on the Company's customer base caused by the disruption
 continued.  Video Rental Division same store sales decreased 18.6% from the
 prior year.  The decrease in Video Rental Division same store sales was a
 result of increased competition, a lackluster year for popular new releases
 of both rental and sell-through videos and the downsizing of the music
 departments.  The lack of new releases impacted the video sell-through
 business to a greater extent than the rental business.  Increased competition
 was in two forms.  One was new competing video outlets.  The second, a more
 significant factor, was mass merchandising of self-activated cellular phones
 and prepaid phone cards on the island of Puerto Rico during the fiscal year
 that ended January 29, 2000.  During the prior year, the Company's Video
 Rental Division enjoyed a leadership position in this special segment of the
 market as it was the only island-wide retailer.

      Gross profit percentages were 32.3% and 32.7% for fiscal years 2000 and
 1999, respectively, compared to the 28.9% of fiscal 1998.  The improved gross
 margin in recent years is attributed to the reenineering processes
 implemented by management as detailed above.  The reduction of 0.4% between
 fiscal 2000 and fiscal 1999 was primarily due to increased costs associated
 with changes in distribution practices.

      Selling, general, and administrative expenses were 24.3% as a percentage
 of sales compared to the 22.0% as a percentage of sales of the prior year.
 The $9.2 million decline in selling, general, and administrative expenses was
 a result of the Company's ongoing reenineering program, which had been in
 process over the previous 36 months.  The program involves all areas of the
 Company's operations and seeks to eliminate excess costs and to control
 operating costs in light of declining sales.

      Depreciation and amortization decreased by $4.9 million from $36.5
 million to $31.6 million.  Approximately $3.5 million of the decrease was a
 result of various assets becoming fully depreciated during the fiscal year.
 The remaining $1.4 million was a result of the sale/leaseback transaction of
 seven of the Company's properties.

      Interest expense, net of interest income decreased by $0.6 million due
 to a $1.4 million increase in interest income due primarily to maintenance of
 larger balances of cash and cash equivalents on hand throughout the year.
 The decrease was offset by an increase in interest expense on capital leases
 and other interest expense of $0.8 million due primarily to establishment of
 new capital leases in the sale/leaseback transaction.

      Income tax provision decreased by $5.8 million from $9.8 million to $4.0
 million due to the decrease in pretax income.  The effective rates for fiscal
 2000 and 1999 were 45.9% and 52.6%, respectively.  Variances in the effective
 tax rate are 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 29, 2000 was $4.7 million, a
 decrease of $4.2 million from the $8.9 million net income of the prior year.
 Net income includes a $9.2 million gain, net of applicable income taxes,
 from the settlement of the Hurricane Georges insurance claim and a $1.2
 million loss, net of applicable income taxes, on the 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 provides for a $65.0 million revolving credit
 facility with less restrictive covenants compared to the Old Bank Credit
 Agreement.

      In August 2000 the Company signed an agreement with its lender banks to
 amend or adjust certain covenants in its credit facility principally to adapt
 the financial covenants to changes in the Company's performance and the
 impact of the Company's purchase of $87.7 million of principal amount of its
 Notes and Series C Senior Notes.  Adjustment of the covenants for the impact
 of the purchase of the Notes had been completed as of January 26, 2001.

      During the year ended January 27, 2001, the Company borrowed $30.0
 million under its revolving credit facility.  The weighted average per annum
 interest rate on these borrowings for fiscal 2001 was 10.625%.  Additionally,
 after the issuance of standby letters of credit in the amount of $3.3
 million, as of January 27, 2001, the borrowing availability on a revolving
 basis under the terms of the New Bank Credit Agreement was $31.7 million.

      Cash used by operating activities was $11.9 million during fiscal 2001
 compared to cash provided by operating activities of $39.7 million in the
 prior year.  The difference is a result of a decline in earnings and the
 increase in cash used for components of working capital.

      Net cash (used in) provided by investing activities was ($17.2) million,
 $1.1 million, and ($8.2) million in fiscal years 2001, 2000, and 1999,
 respectively.  During fiscal year 2001, the Company invested $17.5 million in
 improvements to property and equipment compared to $21.6 million in fiscal
 In fiscal 2000, the Company incurred $13.1 million in reconstruction
 of property and replacement of equipment destroyed in Hurricane Georges.  The
 Company also received proceeds of $35.8 million, in fiscal 2000, from
 disposition of assets primarily from the sale/leaseback transaction.

      Net cash used in financing activities was $31.7 million, $0.6 million,
 and $0.6 million in fiscal years 2001, 2000, and 1999, respectively.  During
 fiscal 2001 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 fiscal years 2000 and 1999 the only financing activity was payment of
 a portion of the capital lease obligations.

      Working capital as of January 27, 2001 was a deficit of $6.9 million, a
 decrease of $29.1 million from the $22.2 million positive working capital as
 of January 29, 2000, producing a current ratio of 0.94:1 versus the 1.15:1
 current ratio as of the beginning of this fiscal year. The primary reasons
 for this decrease are due to the resources utilized as discussed in the three
 preceding paragraphs.  Working capital during fiscal 2000 increased by $20.6
 million to $22.2 million from $1.6 million at the end of fiscal 1999,
 producing a current ratio of 1.15:1 in fiscal 2000 versus 1.01:1 in fiscal
 The increase in working capital was primarily due to the sale/leaseback
 transaction in which the Company received $35.5 million in proceeds.  The
 increase was offset by the reclassification of $10 million in long-term debt
 during fiscal 2000 to a current liability.

      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 January 27, 2001 and is anticipated to be funded with cash
 provided by operating activities.

      Capital expenditures for fiscal 2002 are expected to be approximately
 $11.5 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.

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.

      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 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.

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, (3) the extent to which future
 operations may be inhibited by, and the expected period to recover from, the
 hurricane, and (4) 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-25 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  . . . . . 55    Chairman of the Board; Member of the
                                       Executive Committee

William T. Keon, III . . . . . 54    Director; President and Chief Executive
                                       Officer; Chairman of the Executive
                                       Committee; Chairman of the Audit and
                                       Risk Committee; Member of the
                                       Compensation and Benefits Committee

Steven I. Bandel . . . . . . . 47    Director; Member of the Executive
                                       Committee; Chairman of the Compensation
                                       and Benefits Committee

Guillermo A. Cisneros  . . . . 29    Director

Cristina Pieretti  . . . . . . 49    Director

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

Executive Officers
------------------
William T. Keon, III . . . . . 54    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  . . . . . . . 44    Senior Vice President; Chief Marketing
                                       Officer

Fernando J. Bonilla  . . . . . 40    Vice President, General Counsel and
                                       Secretary

Alicia Echevarria  . . . . . . 48    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.  Since prior to 1992, he (and trusts established
 for the benefit of his family) has been a direct or indirect beneficial owner
 of interests in and a director of certain companies that own or are engaged
 in a number of diverse commercial enterprises in Venezuela, the United
 States, Brazil, Chile and Mexico (the "Cisneros Group"), including the
 Company.  He is a member of the board of directors of America Online Latin
 America, Pan American Beverages Corporation 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 and Risk
 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 prior to 1992, he has been actively involved in the operations and
 management of certain companies in the Cisneros Group, other than a period
 from February 1990 to May 1992 during which he was a partner in a Venezuelan
 investment banking firm.  He is also a member of the board of directors of
 America Online Latin America.

      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 Cisneros.

      Cristina Pieretti was appointed a Director in March 1997.  During most
 of the last eight years, she has been actively involved in operations of
 companies in the Cisneros Group in areas related to consumer goods, retailing
 and telecommunications, other than a period from March 1995 to February 1997
 during which she was a partner in a consulting firm.  She is also a member of
 the board of directors of America Online Latin America.

      Alejandro Rivera has been a Director of the Company since April 1, 1997.
 He was previously a Director of the Company from the Acquisition until June
 30, 1995.  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 31 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.  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 January 27, 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 January 27,
 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        480,000      220,000     21,853(2)     24,592(1)
   President and Chief            2000        450,000      425,000     19,460(2)     19,500(1)
   Executive Officer              1999        360,000      715,000     22,014(2)     32,586(1)

David L. Aston	                   2001        322,581            0     29,416(3)      9,677(1)
   Executive Vice President;      2000        304,654       60,000     14,293(3)      9,140(1)
   President, Retail Food         1999        289,279      347,515     15,461(3)     19,104(1)
   Division (Retired 12/22/00)

Daniel J. O'Leary                 2001        259,000       60,000     17,332(4)          -
   Executive Vice President;      2000        245,193       60,000     18,174(4)          -
   Chief Financial Officer        1999        232,452      279,231     13,920(4)          -

Charles R. Newsom                 2001        206,465       40,300     22,714(5)          -
   Senior Vice President;         2000        191,057       30,300     10,450(5)          -
   President, Retail Food         1999        181,072      162,963     12,831(5)          -
   Division

Alicia Echevarria                 2001        151,368       20,300     13,730(6)          -
   Vice President of              2000        142,958       10,300     10,493(6)          -
   Human Resources                1999        135,125       81,075      9,651(6)          -

Melissa Lammers (Started 1/8/01)  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 $9,503, $7,110, and $9,976 and an automobile allowance in the amount of
 $12,350, $12,350, and $12,038 for fiscal 2001, 2000, and 1999, respectively.

(3)   Includes costs related to the reimbursement of executive medical expense
 of $18,366, $3,243, and $4,723 and an automobile allowance in the amount of
 $11,050, $11,050, and $10,738 for fiscal 2001, 2000, and 1999, respectively.

(4)   Includes costs related to the reimbursement of executive medical expense
 of $6,932, $7,774, and $3,832 and an automobile allowance in the amount of
 $10,400, $10,400, and $10,088 for fiscal 2001, 2000, and 1999, respectively.

(5)   Includes costs related to the reimbursement of executive medical expense
 of $12,834, $700, and $3,081 and an automobile allowance in the amount of
 $9,880, $9,750, and $9,750 for fiscal 2001, 2000, and 1999, respectively.

(6)   Includes costs related to the reimbursement of executive medical expense
 of $4,630, $1,393, and $1,151 and an automobile allowance in the amount of
 $9,100, $9,100, and $8,500 for fiscal 2001, 2000, and 1999, respectively.



                            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 $160,000 shall be disregarded,
 provided, however, that such $160,000 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
 $160,000 limit is not applicable.

      The estimated years of credited service and age, respectively, for
 purposes of calculating benefits through January 27, 2001 for Mr. Keon is
 seven and 54, 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 fiscal years ended January 27, 2001, January 29, 2000, and
 January 30, 1999.  Mr. Keon also served as an officer of the Company during
 the fiscal year ended January 31, 1998.

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 Paseo Enrique Eraso, Centro Commercial Paseo Las Mercedes, Caracas,
 Venezuela.

(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.



(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


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 as of
             January 27, 2001 and January 29, 2000     F - 2 through   F - 3

          Fiscal years ended January 27, 2001, January 29, 2000,
             and January 30, 1999:
              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 -25

      (2) Financial Statement Schedules:

          Schedule II - Financial Information of Registrant..S-1 through S-3
          Schedule V - 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



</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.

         (B)   Reports on Form 8-K
                  None














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:  April 26, 2001            /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/ 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 January 27, 2001
and January 29, 2000, and the related consolidated statements of operations,
cash flows and stockholder's equity for each of the three 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 January 27, 2001 and January 29, 2000 and the
results of their operations and their cash flows for each of the three 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
February 13, 2001













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

<TABLE>
<CAPTION>

                                                        January 27,        January 29,
                                                           2001               2000
                                                      -------------      -------------
<S>                                                   <C>                <C>
ASSETS

CURRENT ASSETS
   Cash and cash equivalents                             $  34,833          $  95,711
   Accounts receivable                                       2,123              4,012
   Inventories                                              52,957             57,161
   Prepaid expenses                                          7,375              7,871
   Deferred income taxes                                     9,013              3,489
                                                         ---------          ---------
   TOTAL CURRENT ASSETS                                    106,301            168,244
                                                         ---------          ---------

PROPERTY AND EQUIPMENT
   Land and improvements                                     6,283              6,215
   Buildings and improvements                               39,894             39,221
   Furniture, fixtures and equipment                        98,610            120,103
   Leasehold improvements                                   41,233             39,605
   Construction in progress                                  5,972              9,928
                                                         ---------          ---------
                                                           191,992            215,072
   Less accumulated depreciation and amortization           86,826            107,254
                                                         ---------          ---------
                                                           105,166            107,818
   Property under capital leases, net                       13,432             14,445
                                                         ---------          ---------
   TOTAL PROPERTY AND EQUIPMENT                            118,598            122,263

GOODWILL, net of accumulated amortization of $38,178 at
   January 27, 2001 and $33,146 at January 29, 2000        153,860            165,835
DEFERRED INCOME TAX                                          5,034              7,137
TRADE NAMES, net of accumulated amortization of $10,393
   at January 27, 2001 and $9,527 at January 29, 2000       28,107             28,973
DEFERRED CHARGES AND OTHER ASSETS                           22,890             29,112
                                                         ---------          ---------
   TOTAL ASSETS                                          $ 434,790          $ 521,564
                                                         =========          =========
</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>

                                                        January 27,        January 29,
                                                           2001               2000
                                                      -------------      -------------
<S>                                                    <C>                <C>
LIABILITIES AND STOCKHOLDER'S EQUITY

CURRENT LIABILITIES
   Accounts payable                                     $  75,819           $  84,366
   Accrued expenses                                        28,473              41,226
   Salaries, wages and benefits payable                     8,259               9,724
   Current portion of long-term debt                            -              10,000
   Current obligations under capital leases                   649                 714
                                                        ---------           ---------
   TOTAL CURRENT LIABILITIES                              113,200             146,030


LONG-TERM DEBT                                             30,000                   -
NOTES PAYABLE                                             174,625             259,645
CAPITAL LEASE OBLIGATIONS, net of current portion          12,773              13,346
RESERVE FOR SELF-INSURANCE CLAIMS                           6,660               5,610
DEFERRED INCOME TAXES                                      24,096              23,100
OTHER LIABILITIES AND DEFERRED CREDITS                     29,835              32,927
                                                        ---------           ---------
   TOTAL LIABILITIES                                      391,189             480,658
                                                        ---------           ---------

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                                    (47,899)            (50,594)
                                                        ---------           ---------
   TOTAL STOCKHOLDER'S EQUITY                              43,601              40,906
                                                        ---------           ---------
   TOTAL LIABILITIES AND STOCKHOLDER'S EQUITY           $ 434,790           $ 521,564
                                                        =========           =========
</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>

                                                                Fiscal
                                               --------------------------------------
                                                  2001          2000          1999
                                               ----------    ----------    ----------
<S>                                            <C>           <C>           <C>
Net sales                                     $  622,050    $  674,145    $  784,774
Cost of goods sold                               423,755       456,143       528,395
                                               ----------    ----------    ----------
   GROSS PROFIT                                  198,295       218,002       256,379

OPERATING EXPENSES
Selling, general and administrative expenses     165,667       163,785       172,964
Gain on insurance settlement                      (2,464)      (15,066)            -
Store Closings:
   Exit costs                                        685             -             -
   Write down of impaired assets                   3,534             -             -
Depreciation and amortization                     34,142        31,632        36,529
                                               ----------    ----------    ----------
   OPERATING (LOSS) PROFIT                        (3,269)       37,651        46,886

Interest expense on debt                         (26,960)      (28,738)      (28,556)
Interest expense on capital lease obligations     (1,870)       (1,633)       (1,000)
Interest and investment income, net                2,500         2,750         1,379
Loss on sale of real property                          -        (1,291)            -
                                               ----------    ----------    ----------
   (LOSS) INCOME BEFORE INCOME TAXES
      AND EXTRAORDINARY ITEM                     (29,599)        8,739        18,709

Income tax benefit (expense)                      11,691        (4,015)       (9,832)
                                               ----------    ----------    -----------
   (LOSS) INCOME BEFORE EXTRAORDINARY ITEM       (17,908)        4,724         8,877
Extraordinary item: gain on early
   extinguishment of debt, net of
   income taxes of $13,264                        20,603             -             -
                                               ----------    ----------    -----------
   NET INCOME                                 $    2,695    $    4,724    $    8,877
                                               ==========    ==========    ===========

</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>
                                                                                      Fiscal
                                                                         ----------------------------------
                                                                            2001        2000        1999
                                                                         ----------  ----------  ----------
   <S>                                                                 <C>         <C>         <C>
   CASH FLOWS FROM OPERATING ACTIVITIES:
      Net income                                                        $  2,695    $  4,724    $  8,877
      Adjustments to reconcile net 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)          -           -
         Depreciation and amortization of property and equipment          20,166      17,615      20,782
         Amortization of intangible and other assets                      13,976      14,017      15,747
         Write off of property and equipment destroyed                         -       4,423           -
         Amortization of bond discount                                     1,138       1,170       1,047
         Loss on sale/leaseback of real estate                                 -       1,291           -
         (Gain) loss on disposal of property and equipment, net             (119)         30      (2,182)
         Adjustments to goodwill                                           6,943       2,737           -
         Gain on insurance settlement                                     (2,464)          -           -
         Accrual for exit costs on store closings                            685           -           -
         Write down of impaired assets on store closings                   3,534           -           -
         Provision for deferred income taxes                             (11,514)     (3,375)      9,349
         Provision for deferred charges and other assets                     334       1,838       1,499
         (Benefit) amortization in other liabilities and deferred credits (3,092)      1,963      (2,221)
         Provision (benefit) from reduction of reserve for
           self-insurance claims                                           1,050      (4,286)     (1,310)
         Changes in operating assets and liabilities:
             Decrease (increase) in:
                Accounts receivable                                        1,889         703      (1,566)
                Inventories                                               (1,870)     (3,253)    (12,259)
                Prepaid expenses                                             440        (151)      2,298
             (Decrease) increase in:
                Accounts payable and accrued expenses                    (25,132)      3,286        (941)
                                                                        ---------   ---------   ---------
                                                                         (11,944)     42,732      39,120
         Decrease attributable to disposal of Florida retail operations        -      (3,022)     (3,590)
                                                                        ---------   ---------   ---------
         Net cash (used in) provided by operating activities             (11,944)     39,710      35,530
                                                                        ---------   ---------   ---------

   CASH FLOWS FROM INVESTING ACTIVITIES:
      Purchases of property and equipment                                (17,452)    (21,650)    (15,271)
      Reconstruction of property and replacement of equipment destroyed        -     (13,102)          -
      Proceeds from disposal of property and equipment                       203      35,829       7,062
                                                                        ---------   ---------   ---------
         Net cash (used in) provided by investing activities             (17,249)      1,077      (8,209)
                                                                        ---------   ---------   ---------
   CASH FLOWS FROM FINANCING ACTIVITIES:
      Principal payments on capital lease obligations                       (638)       (576)       (591)
      Purchase of Senior Notes due 2003                                  (51,047)          -           -
      Repayment of Industrial Revenue Bonds                              (10,000)          -           -
      Borrowings under Revolving Credit Facility                          30,000           -           -
                                                                        ---------   ---------   ---------
         Net cash used in financing activities                           (31,685)       (576)       (591)
                                                                        ---------   ---------   ---------
   Net (decrease) increase in cash and cash equivalents                  (60,878)     40,211      26,730

   Cash and cash equivalents at beginning of year                         95,711      55,500      28,770
                                                                        ---------   ---------   ---------
   Cash and cash equivalents at end of year                             $ 34,833    $ 95,711    $ 55,500
                                                                        =========   =========   =========
   </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
                           Fiscal 2001, 2000, and 1999
                              (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 31, 1998        $     -    $  91,500      $  (64,195)     $   27,305

   Net loss for the year                 -            -           8,877           8,877
                                  ---------  -----------    -------------   -------------
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
                                  =========  ===========    =============   =============

</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., operated
 retail supermarkets and video rental locations in Puerto Rico and the U. S.
 Virgin Islands during fiscal years 2001, 2000, and 1999.  Intercompany
 accounts and transactions are eliminated in consolidation.

      The Company operates and reports financial results on a fiscal year of
 52 or 53 weeks ending on the last Saturday in January.  Accordingly, fiscal
 year 2001 ended on January 27, 2001, fiscal 2000 ended on January 29, 2000,
 and fiscal 1999 ended on January 30, 1999.  The three years above were all 52
 week years.

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.

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 12 months on a straight-line basis.














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

NOTE 1 -- SIGNIFICANT ACCOUNTING POLICIES (Continued)

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 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 valued 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 and $6.5
 million at January 27, 2001 and January 29, 2000, respectively, and is
 included in the consolidated balance sheets as accrued expense.  The reserve
 for health insurance programs was $1.1 million and $1.3 million at January
 27, 2001 and January 29, 2000, respectively, and is also included in the
 consolidated balance sheets as salaries, wages, and benefits payable.

Revenue Recognition

      Revenues from the sale of products are recognized at the point of sale
 to the Company's customers.
                                        F-8
                NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
             PUEBLO XTRA INTERNATIONAL, INC. AND SUBSIDIARIES

NOTE 1 -- SIGNIFICANT ACCOUNTING POLICIES (Continued)

Long-Lived Assets

      Long-lived assets are viewed 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 fiscal 2001, fiscal 2000, and fiscal 1999, 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 fiscal 2001, fiscal 2000, and fiscal 1999, advertising expenses were
 $8.8 million, $11.7 million, and $11.9 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 year ended January 26, 2002. The Company
 has assessed the impact of SFAS No. 133, as amended, and has determined that
 its adoption will not have a material impact on its financial statements.

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.

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

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.

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

NOTE 3 -- INVENTORIES

      The cost of approximately 84% and 81% of total inventories at
 January 27, 2001 and January 29, 2000, respectively, is determined by the LIFO
 method.  The excess of current cost over inventories valued by the LIFO
 method was $2.0 million as of both January 27, 2001 and January 29, 2000.

NOTE 4 -- DEBT

      Total debt consists of the following (in thousands):

<TABLE>
<CAPTION>

                                              January 27,    January 29,
                                                  2001           2000
                                              -----------    -----------
<S>                                           <C>            <C>
Notes and Series C Senior Notes due 2003,
   net of unamortized discount of $2,658
   and $5,355 in 2001 and 2000, respectively  $  174,625     $  259,645
Revolving Credit Facility due 2003                30,000         ------
Payable to a Puerto Rico governmental
   agency                                         ------         10,000
                                              ------------   ------------
                                              $  204,625     $  269,645
                                              ============   ============
</TABLE>







                                       F-10
                NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
             PUEBLO XTRA INTERNATIONAL, INC. AND SUBSIDIARIES

NOTE 4 -- DEBT (Continued)

      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.

      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.  After the issuance of standby letters of credit in the amount of
 $3.3 million and borrowings of $30.0 million under the revolver, as of
 January 27, 2001, the Company has borrowing availability on a revolving basis
 of $31.7 million under the New Bank Credit Agreement.  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
 credit agreement).  The agreement 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
 facility.







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

NOTE 4 -- DEBT (Continued)

 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.

 Outstanding borrowings from a governmental agency of the Commonwealth of Puerto
 Rico from the issuance of industrial revenue bonds were $10.0 million as of
 fiscal 2000.  During fiscal year 2001 a principal payment of $5.0 million was
 made on October 1, 2000, and the final principal payment of $5.0 million was
 made on November 1, 2000.  The bonds, which bore interest at variable rates
 based on an index of tax-exempt borrowing, had a weighted average per annum
 interest rate of 5.26% and 4.40% at November 1, 2000 and January 29, 2000,
 respectively.

      Annual maturities of the Company's debt are as follows (in thousands):
<TABLE>
<CAPTION>
           Fiscal Year               Amount
          -------------            ----------
          <C>                      <C>
              2004                  $207,283
                                   ----------
              Total                 $207,283
                                   ==========
</TABLE>

      Total interest paid on debt was $27.9 million for fiscal 2001, and $25.6
 million for both fiscal 2000 and fiscal 1999. Interest payable was $8.5 million
 and $12.5 million as of January 27, 2001 and January 29, 2000, respectively.















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

NOTE 5 -- LEASES AND LEASEHOLD INTERESTS

      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>
                                       January 27,         January 29,
                                          2001                2000
                                     ---------------     --------------
<S>                                  <C>                 <C>
Real estate                            $      19,192        $   19,192
Less accumulated depreciation                  5,760             4,747
                                     ---------------     --------------
Property under capital leases, net     $      13,432        $   14,445
                                     ===============     ==============
</TABLE>

























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

NOTE 5 -- LEASES AND LEASEHOLD INTERESTS (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 January 27, 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 Year                  (As Lessee)   (As Lessee)   (As Lessor)
--------------------------------   ------------  ------------  ------------
<S>                                <C>           <C>           <C>
2002                                 $  2,523      $ 12,294      $    113
2003                                    2,435        11,172           113
2004                                    2,405        10,043           113
2005                                    2,252         9,772           113
2006                                    2,125         9,439            97
2007 and thereafter                    22,451        87,948           554
                                   ------------  ------------  ------------
                                       34,191      $140,668      $  1,103
                                                 ============  ============
Less executory costs                       16
                                   -----------
   Net minimum lease payments          34,175
Less amount representing interest      20,753
                                   -----------
Present value of net minimum lease
   payments under capital lease
   obligations                         13,422
Less:  current portion                    649
                                    ----------
Capital lease obligations,
   net of current portion             $12,773
                                    ==========
</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       $ 1,289       $  7,511
                                   ===========   ============

      Rent expense and the related contingent rentals under operating leases
 were $16.1 million and $0.2 million for fiscal 2001, respectively, $15.7
 million and $0.2 million for fiscal 2000, respectively, and $13.2 million and
 $0.3 million for fiscal 1999, respectively.
                                       F-14
                NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
             PUEBLO XTRA INTERNATIONAL, INC. AND SUBSIDIARIES

NOTE 5 -- LEASES AND LEASEHOLD INTERESTS (Continued)

      Contingent rentals under capital leases, which are directly related to
 sales, were $0.1 million for both fiscal 2001 and fiscal 2000 and $0.2
 million for fiscal 1999.  Interest paid on capital lease obligations was $1.9
 million for fiscal 2001, $1.6 million for fiscal 2000, and $1.0 million for
 fiscal 1999.

      Sublease rental income for operating and capital leases was $4.1 million
 for fiscal 2001, $4.2 million for fiscal 2000, and $3.1 million for fiscal
 1999.

NOTE 6 -- INCOME TAXES

      As described in Note (1)-- Significant Accounting Policies, the
 Company's method of accounting for income taxes is the liability method as
 required by SFAS No. 109.

      The components of income tax (benefit) expense, excluding extraordinary
 items, are as follows (in thousands):
<TABLE>
<CAPTION>
                           Fiscal           Fiscal         Fiscal
                            2001             2000           1999
                         -----------     -----------    ------------
<S>                      <C>             <C>            <C>
Current
   Federal                $       -        $     46         $     53
   State                          -              17                7
   U.S. Possessions            (177)          4,348              423
                         -----------     -----------    ------------
                               (177)          4,411              483
                         -----------     -----------    ------------
Deferred
   Federal                   (2,764)          1,738            3,083
   State                        388              26               69
   U.S. Possessions          (9,138)         (2,160)           6,197
                         -----------     -----------    ------------
                            (11,514)           (396)           9,349
                         -----------     -----------    ------------
     Total income tax
     (Benefit) expense    $ (11,691)       $  4,015         $  9,832
                         ===========     ===========    ============
</TABLE>










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

NOTE 6 -- INCOME TAXES (Continued)

      The significant components of the deferred tax assets and liabilities
 are as follows (in thousands) items:
<TABLE>
<CAPTION>
                                           January 27,      January 29,
                                              2001             2000
                                         ---------------  --------------
<S>                                      <C>              <C>
Deferred tax assets:
   Reserve for self-insurance claims       $   7,673         $ 5,130
   Employee benefit plans                      9,270           6,399
   Property and equipment                      9,202           2,225
   Accrued expenses and other liabilities
      and deferred credits                    21,278           6,863
   Other operating loss and tax credit
      carry forwards                          11,234           3,525
   All other                                   2,075             980
   Valuation Allowance                        (3,000)              -
                                         ---------------  --------------
      Total deferred tax assets               57,732          25,122
                                         ---------------  --------------
Deferred tax liabilities:
   Property and equipment                    (18,426)        (12,748)
   Tradenames                                (20,822)        (11,581)
   Operating leases                           (9,185)         (5,984)
   Inventories                                (7,262)         (4,229)
   Other assets                               (3,667)         (1,843)
   Accrued expenses and other liabilities
      and deferred credits                    (9,439)         (1,809)
                                         ---------------  --------------
    Total deferred tax liabilities           (68,801)        (38,194)
                                         ---------------  --------------
      Net deferred tax liabilities        $  (11,069)       $(13,072)
                                         ===============  ==============
</TABLE>

















                                       F-16
                NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
             PUEBLO XTRA INTERNATIONAL, INC. AND SUBSIDIARIES

NOTE 6 -- INCOME TAXES (Continued)

      A reconciliation of the difference between actual income tax expense,
 exluding extraordinary items, and income taxes computed at U. S. Federal
 statutory tax rates is as follows (in thousands):
<TABLE>
<CAPTION>
                                     Fiscal        Fiscal       Fiscal
                                      2001          2000         1999
                                   -----------  -----------  -----------
<S>                                <C>          <C>          <C>
U.S. Federal Statutory rate of 35%
   applied to pretax income (loss)   $(10,359)    $  3,059     $  6,548
Effect of varying rates
   applicable in other taxing
   jurisdictions             	         (1,174)         272          663
Amortization of goodwill                3,233        1,761        1,761
State and local taxes                    (262)          40           53
Alternative minimum taxes                   -            -          413
Branch taxes (possession -
   US/VI)                              (2,777)        (686)          92
All others, net                          (351)        (431)         302
                                   -----------  -----------  -----------
Income tax (benefit) expense         $(11,690)    $  4,015     $  9,832
                                   ===========  ===========  ===========
</TABLE>

      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.

      The net deferred tax liability decreased by $2.0 million during the
 year. Of this amount, $11.5 million was recorded as a deferred tax benefit
 related to continuing operations and $9.5 million was recorded as a deferred
 tax expense related to extraordinary items.

      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 $3.0 million.

      As of January 27, 2001, the Company has unused net operating loss
 carryforwards of $6.2 million and $21.3 million available to offset future
 taxable income in the U.S. Virgin Islands and Puerto Rico, respectively,
 through fiscal years 2021 and 2008, respectively.

      The Company has unused tax credits of approximately $0.2 million
 available to offset future United States income tax liabilities.  Such tax
 credits expire as follows:  2001 - $248,000.  Utilization of the tax credit
 carryforward may be limited each year.
                                       F-17
               NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
             PUEBLO XTRA INTERNATIONAL, INC. AND SUBSIDIARIES

NOTE 6 -- INCOME TAXES (Continued)

      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 $3.8 million during fiscal 2001, $0.7
 million during fiscal 2000, and $0.05 million during fiscal 1999.

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.

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

<TABLE>
<CAPTION>
                                     Fiscal        Fiscal       Fiscal
                                      2001          2000         1999
                                   -----------  -----------  -----------
<S>                                <C>          <C>          <C>
Service cost - benefits
   earned during the period         $   1,546    $   1,546    $   1,370
Interest cost on projected
   benefit obligation                   1,668        1,509        1,433
Expected return on plan
   assets                              (1,477)      (1,262)      (1,157)
Net amortization and
   deferrals                             (129)          (6)          (6)
                                   -----------  -----------  -----------
   NET PENSION COST                 $   1,608    $   1,787    $   1,640
                                   ===========  ===========  ===========
</TABLE>










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

NOTE 7 -- RETIREMENT BENEFITS (Continued)

     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 Retirement Plan are 7.75% and 5.0%, respectively, for fiscal
 2001 and fiscal 2000, and 6.75% and 5.0%, respectively, for fiscal 1999.  The
 average expected long-term rate of return on plan assets is 9.0% for the
 three-year period.

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

                                              January 27,      January 29,
                                                 2001             2000
                                            ---------------  --------------
Actuarial present value of benefit obligations:
Accumulated benefit obligation, including
  vested benefits of $14,507 at January 27,
  2001 and $13,834 at January 29, 2000            $15,551     $    14,708
                                           ===============  ==============

Plan assets at fair value - beginning of the year $16,846     $    14,562
Actual return on plan assets                        2,234           2,792
Employer contributions                              1,237           1,306
Benefits paid                                      (2,377)         (1,814)
                                           ---------------  --------------
Plan assets at fair value - end of the year        17,940          16,846
                                           ---------------  --------------
Projected benefit obligation for service
   rendered to date - beginning of the year       (22,610)        (23,433)
Service cost                                       (1,546)         (1,546)
Interest cost                                      (1,668)         (1,509)
Actuarial gain                                        115           2,064
Benefits paid                                       2,377           1,814
                                           ---------------  --------------
Projected benefit obligation for service
   rendered to date - end of the year             (23,332)        (22,610)
                                           ---------------  --------------
      FUNDED STATUS                                (5,392)         (5,764)

Unrecognized net gain                              (4,817)         (4,068)
Unrecognized prior service cost                       (55)            (61)
                                            ---------------  --------------
      NET PENSION LIABILITY                 $     (10,264)     $   (9,893)
                                            ===============  ==============









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

NOTE 7 -- RETIREMENT BENEFITS (Continued)

       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.

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

<TABLE>
<CAPTION>
                                        Fiscal        Fiscal       Fiscal
                                         2001          2000         1999
                                      -----------  -----------  -----------
<S>                                   <C>          <C>          <C>
Service cost - benefits earned
   during the period                   $    215     $    260     $    150
Interest cost on projected
   benefit obligation                       255          271          309
Net amortization and deferrals             (173)         (79)         (94)
                                      -----------  -----------  -----------
      NET PENSION COST                 $    297     $    452     $    365
                                      ===========  ===========  ===========
</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 fiscal 2001 and
 fiscal 2000, and 6.75% and 5.0%, respectively, for fiscal 1999.















                                       F-20
                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 SERP are as follows (in thousands):

                                              January 27,      January 29,
                                                 2001             2000
                                            ---------------  --------------
Actuarial present value of benefit obligations:
   Accumulated benefit obligation, including
   vested benefits of $3,830 at January 27,
   2001 and $3,173 at January 29, 2000       $    3,990       $    3,180
                                            ===============  ==============
Projected benefit obligation for service
 rendered to date                            $   (4,557)      $   (3,467)
                                            ---------------  --------------
      FUNDED STATUS                              (4,557)          (3,467)
Unrecognized net gain                            (1,088)          (2,194)
Unrecognized prior service cost                      24               30
                                            ---------------  --------------
      NET PENSION LIABILITY                  $   (5,621)      $   (5,631)
                                            ===============  ==============

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

                                              January 27,      January 29,
                                                 2001             2000
                                            ---------------  --------------
Benefit obligation as of beginning of the year  $  3,467      $    4,179

Service costs                                        215             260
Interest costs                                       255             271
Actuarial loss (gain)                                926            (933)
Benefits paid                                       (306)           (310)
                                            ---------------  --------------
Benefit obligation as of end of the year        $  4,557      $    3,467
                                            ===============  ==============

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

                                              January 27,      January 29,
                                                 2001             2000
                                            ---------------  --------------
Fair value of assets as of beginning of the year $      -     $       -

Employer contribution                                 306           310
Benefits paid                                        (306)         (310)
                                            ---------------  --------------
Fair value of assets as of end of the year       $      -     $       -
                                            ===============  ==============




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

NOTE 7 -- RETIREMENT BENEFITS (Continued)

      The Company has a noncontributory defined contribution plan covering its
 eligible associates in Puerto Rico and the U. S. Virgin Islands.
 Contributions to this plan are at the discretion of the Board of Directors.
 The Company also has a contributory thrift savings plan in which it matches
 eligible contributions made by participating eligible associates in the
 United States.  Expenses related to these plans, which are recognized in the
 year the cost is incurred, were $697,000 for fiscal 2001, $620,000 for fiscal
 2000, and $758,000 for fiscal 1999.

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.

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

<TABLE>
<CAPTION>
                                     January 27,              January 29,
                                        2001                     2000
                               ----------------------   ----------------------
                                Carrying      Fair       Carrying      Fair
                                 Amount       Value       Amount      Value
                               ---------    ---------   ---------   ---------
<S>                             <C>         <C>          <C>         <C>
Cash and cash equivalents     $  34,833    $  34,833   $  95,711   $  95,711

Debt                           (204,625)    (100,913)   (269,645)   (129,308)

</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.

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

NOTE 10 -- CONTINGENCIES

       At January 27, 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 January 27, 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

      During fiscal year 2000 and 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.















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

NOTE 11 -- HURRICANE GEORGES (Continued)

      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 $5.3
 million from its insurance carriers related to this portion of the claim,
 $4.7 million of which was received prior to January 27, 2001 and the
 remaining amount soon thereafter.  The $5.3 million is comprised of a $5.0
 million advance and reimbursement of $0.3 million of the Company's claim
 preparation fees.  The carriers have invoked the appraisal provisions of the
 policy which, essentially, require an arbitration process to value the claim.
 Consequently, the Company is unable to predict what total amount eventually
 will be recovered or when the appraisal process will conclude.  The $5.0
 million advance is not included in earnings for the year ended January 27,
 2001 as all recoveries will be recorded as gains only at such time as they
 are settled and realized.


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.

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 43 video rental stores, 41 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.





                                       F-24
                NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
             PUEBLO XTRA INTERNATIONAL, INC. AND SUBSIDIARIES

NOTE 13-- DISCLOSURE ON OPERATING SEGMENTS (Continued)

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

<TABLE>
<CAPTION>

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

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**
Total assets                         494,482              27,082              521,564
Capital expenditures                 (21,443)               (207)             (21,650)

Fiscal Year Ended 1999
Net sales                         $  723,802           $  60,972          $   784,774
Depreciation and amortization        (25,834)            (10,695)             (36,529)
Operating profit                      41,746               5,140               46,886
Capital expenditures                 (14,965)               (306)             (15,271)


*  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 and do not include the
 effects of intercompany eliminations.  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-25

                                                               Schedule II
                        PUEBLO XTRA INTERNATIONAL, INC.
                      BALANCE SHEETS-PARENT COMPANY ONLY
                            (Dollars in thousands)
<TABLE>
<CAPTION>
                                                  January 27,        January 29,
                                                           2001               2000
                                                      -------------      -------------
<S>                                                    <C>                <C>
ASSETS

CURRENT ASSETS                                          $    8,439         $   13,160
                                                        -------------      -----------

INVESTMENT IN SUBSIDIARIES                                  65,719             53,503
NOTE RECEIVABLE-MIRROR LOAN                                167,531            256,961
DEFERRED CHARGES AND OTHER ASSETS                            1,639              3,646
                                                        ------------       -----------
  TOTAL ASSETS                                          $  243,328         $  327,270
                                                        ============       ===========

LIABILITIES AND STOCKHOLDER'S EQUITY

CURRENT LIABILITIES
   Accrued expenses                                    $    11,829         $   12,451
   Intercompany payable, net                                13,273             14,268
                                                       -------------      -----------
  TOTAL CURRENT LIABILITIES                                 25,102             26,719

NOTES PAYABLE                                              174,625            259,645
                                                       -------------      -----------
  TOTAL LIABILITIES                                        199,727            286,364
                                                       -------------      -----------
COMMITMENTS AND CONTINGENCIES                                                       -

STOCKHOLDER'S EQUITY
   Common stock                                                  -                  -
   Additional paid-in capital                               91,500             91,500
   Accumulated deficit                                     (47,899)           (50,594)
                                                       -------------     ------------
   TOTAL STOCKHOLDER'S EQUITY                               43,601             40,906
                                                       -------------     -------------
   TOTAL LIABILITIES AND STOCKHOLDER'S EQUITY          $   243,328         $  327,270
                                                       =============     =============
</TABLE>
                                (Continued)










                                       S-1
                                                               Schedule II
                        PUEBLO XTRA INTERNATIONAL, INC.
                  STATEMENT OF OPERATIONS-PARENT COMPANY ONLY
                            (Dollars in thousands)

<TABLE>
<CAPTION>
                                                         2001         2000         1999
                                                       ---------   ----------   -----------
<S>                                                    <C>          <C>          <C>
Interest income                                         $ 23,005     $ 25,868    $  25,744
Interest expense on debt                                 (24,188)     (26,981)     (26,856)
Selling, general and administrative expenses                  (2)        (206)         (59)
                                                       ----------   ----------   -----------
   LOSS BEFORE INCOME TAXES, EQUITY LOSSES FROM
      SUBSIDIARIES, AND EXTRAORDINARY ITEM                (1,185)      (1,319)      (1,171)

Income tax benefit                                         8,778          458          427
                                                       ----------   ----------   -----------
   INCOME (LOSS) BEFORE EQUITY LOSSES FROM
      SUBSIDIARIES AND EXTRAORDINARY ITEM                  7,593         (861)        (744)

(Loss) Equity gain from subsidiaries                     (25,501)       5,585        9,621
                                                       ----------   ----------   -----------

   NET (LOSS) INCOME BEFORE EXTRAORDINARY ITEM           (17,908)       4,724        8,877

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

         NET INCOME                                     $  2,695     $  4,724    $   8,877
                                                       ==========   ==========   ===========
</TABLE>
























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

<TABLE>
<CAPTION>
                                                                  2001        2000        1999
                                                               ----------  ----------  -----------
<S>                                                           <C>         <C>         <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
   Net income                                                   $  2,695    $  4,724    $  8,877
   Adjustments to reconcile net income to net cash
      provided by operating activities:
      Extraordinary gain on early extinguishment of debt         (20,603)          -           -
      Increase in deferred income taxes                           (8,777)       (459)       (427)
      Decrease in deferred charges and other assets                  629         705         701
      Changes in operating assets and liabilities:
          Decrease in:
            Notes/accounts receivable                             86,158           -           -
            Prepaid expenses                                         158           -           -
            Interest receivable, net                               4,410           -      13,792
          (Decrease) Increase in:
             Accrued expenses                                     (4,372)        (69)        (66)
             Intercompany payable, net                            (2,646)        922         578
                                                                ---------   ---------   ----------
      Net cash provided by operating activities                   57,652       5,823      23,455
                                                                ---------   ---------   ----------

CASH FLOWS FROM INVESTING ACTIVITIES:
  Decrease (Increase) in investment in subsidiaries               25,502      (5,585)     (9,622)
  Increase in investment in subsidiaries due to forgiveness
      of debt                                                    (37,718)          -           -
                                                                ---------   ---------   ----------
      Net cash used in investing activities                      (12,216)     (5,585)     (9,622)
                                                                ---------   ---------   ----------

CASH FLOWS FROM FINANCING ACTIVITIES:
   Principal payment from notes payable to a related party        (1,138)     (1,103)    (14,771)
   Purchase of Senior Notes due 2003                             (49,999)          -           -
   Proceeds from notes payable to a related party                  1,138       1,170       1,047
                                                                ---------   ---------   ----------
      Net cash (used in) provided by financing activities        (49,999)         67     (13,724)
                                                                ---------   ---------   ----------
Net (decrease) increase in cash and cash equivalents              (4,563)        305         109

Cash and cash equivalents at beginning of period                  13,002      12,697      12,588
                                                                ---------   ---------   ----------
Cash and cash equivalents at end of period                       $ 8,439     $13,002    $ 12,697
                                                                =========   =========   ==========
</TABLE>










                                        S-3
                                                                   Schedule V
             Pueblo Xtra International, Inc. and Subsidiaries
                    Valuation and Qualifying Accounts
       For the fiscal years ended January 27, 2001, January 29, 2000,
                         and January 30, 1999

                                                   (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>

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

Fiscal 1999
Reserves not deducted
   from assets:
   Reserve for self-
      insurance claims....          $  17,687     $   4,957     $   6,267      $  16,377


</TABLE>

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

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

















                                        S-4
                                                               EXHIBIT 21.3

                               FIRST AMENDMENT

         FIRST AMENDMENT (the "Amendment"), dated as of April 15, 1999, among
Pueblo Xtra International, Inc., Pueblo International, Inc. and Xtra Super
Foods Centers, Inc. (collectively the "Credit Parties"), the lenders party to
the Credit Agreement referred to below (the "Banks"), Bank of Nova Scotia, as
Administrative Agent and NationsBank, N.A. (South) as Syndication Agent.  All
capitalized terms used herein and not otherwise defined shall have the
respective meanings provided such terms in the Credit Agreement.

                                 WITNESSETH:

         WHEREAS, the Credit Parties, the Banks, the Administrative Agent and
the Syndication Agent are parties to an Amended and Restated Credit Agreement
dated as of April 29, 1997 (as currently in effect, the "Credit Agreement");

         WHEREAS, the parties hereto wish to amend the Credit Agreement as
herein provided,

         NOW, THEREFORE, it is agreed:

         1.    Section 8.01 of the Credit Agreement is amended by (i) deleting
the "and" after clause (g) thereof, (ii) changing the period at the end of
clause (h) thereof to read ", and", and (iii) adding a new clause (i) to read:
" (i) Permitted Sale Leasebacks".

         2.    Section 8.02(g) of the Credit Agreement is amended by adding
the phrase "or Section 8.03(i) " after the reference therein to "Section
803(b) ".

         3.    Section 8.03 of the Credit Agreement is amended by (i) deleting
the "and" after clause (g) thereof, (ii) changing the period at the end of
clause (h) thereof to read ", and", and (iii) adding a new clause to
read:

         " (i)  Capitalized Lease Obligations created pursuant to Permitted
      Sale-Leasebacks".

         4.    The definition of Asset Sale in Section 10 of the Credit
Agreement is amended by adding immediately prior to the period at the end
thereof the phrase:

         "provided that any disposition or sale pursuant to a Permitted
      Sale-Leaseback shall not constitute as Asset Sale. "

         5.    Section 10 of the Credit Agreement is amended by adding the
following new definition in appropriate alphabetical order:

         "Permitted Sale-Leaseback" shall mean a sale-leaseback transaction
      covering any of the properties described on, and subject to the
      limitations contained on, Annex I, to the Amendment dated as of April
      15, 1999 to this Agreement.

         6.    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.

         7.    The Amendment shall become effective on the first date (the
"Amendment Date") on which each Credit Party and the Required Lenders shall
have signed a copy hereof (whether the same or different copies) and shall
have delivered (including by way of telecopier) the same to the Administrative
Agent as its Notice Office.

         8.    At all times on and after the Amendment Date, all references in
the Credit Agreement and each of the Credit Documents to the Credit Agreement
shall be deemed to be references to such Credit Agreement after giving effect
to this Amendment with the result that Permitted Sale-Leasebacks will be
permitted by, and not violate or breach, any Credit Document and that any
property or assets sold pursuant to a Permitted Sale-Leaseback shall be
released from the Liens created pursuant to the Security Documents.

         9.    Upon the request of the Borrower, the Collateral Agent shall,
and is hereby directed to, cooperate with the Credit Parties to surrender
and/or cancel any Mortgage and to release from pledge any mortgage securing
the Subordinated Intercompany Real Estate Note, in each case to the extent
attaching to any property sold pursuant to a Permitted Sale-Leaseback.

         IN WITNESS WHEREOF, each of the parties hereto has caused a
counterpart of this Amendment to be duly executed and delivered as of the date
first above written.




                                               PUEBLO XTRA INTERNATIONAL, INC.

                                               By  /s/ William T. Keon III
                                                  ------------------------
                                               Name:   William T. Keon III
                                               Title:  President


                                               PUEBLO INTERNATIONAL, INC.

                                               By  /s/ William T. Keon III
                                                  ------------------------
                                               Name:   William T. Keon III
                                               Title:  President









                                               BANK OF NOVA SCOTIA,
                                               Individually and as
                                               Administrative Agent


                                               By  /s/ W. J. Brown
                                                  ------------------------
                                               Name:   W. J. Brown
                                               Title:  Vice President



                                               NATIONS BANK, N.A. (SOUTH),
                                               Individually and
                                               Syndication Agent


                                               By  /s/ Richard M. Starke
                                                  ------------------------
                                               Name:   Richard M. Starke
                                               Title:  Senior Vice President

































                                                               ANNEX 1


                           Permitted Sale-Leaseback


Properties that May Be Sold                    Maximum Net Sale Proceeds
                                               Resulting from Sale

I.    In Puerto Rico:

      Altamira (including back lot)            $8,300,000

      Villa Del Carmen (Caguas)                $2,700,000

      Arecibo Shopping Center                  $4,500,000
        (including back lot)

      Norte Shopping Center (including         $8,500,000
        leased premises to Pitusa Store)

      65th Infantry Avenue                     $6,500,000


II.   In U.S. Virgin Islands:

      Long Bay (St. Thomas)                    $2,500,000

      Golden Rock Shopping Center (St. Croix)  $2,500,000
























                                                             EXHIBIT 21.5

                              THIRD AMENDMENT

         THIRD AMENDMENT dated as of January 26, 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.

                               WITNISSETH:

         WHEREAS, PXI and the Borrower have requested certain amendments to
the Credit Agreement; and

         WHEREAS, in accordance with Section 12.11 of the Credit Agreement the
Required Banks are willing to amend the Credit Agreement as herein provided;

         NOW, THEREFORE, it is agreed:

         1.      Section 7 of the Credit Agreement is hereby amended by adding
the following new Section 7.12 at the end thereof:

         7.12    Real Estate Appraisals.     PXI will deliver to the
Administrative Agent appraisals (by an independent real estate appraiser
acceptable to the Administrative Agent) for the owned Real Property identified
on Schedule VI hereto as 104 De Diego and 125 Campo Rico within 120 days
following the Third Amendment Effective Date.

         2.      Section 8.04(a) of the Credit Agreement is hereby amended and
restated in its entirety as follows:

         8.04    Capital Expenditures.  (a)     PXI will not, and will not
permit any of its Subsidiaries to, incur Capital Expenditures except Capital
Expenditures made in compliance with this Section 8.04.  Capital Expenditures
shall be permitted to be made by the Borrower, Xtra and their respective
Subsidiaries in an aggregate amount for all such Persons (i) during the fiscal
year of PXI ending January 26, 2002, not in excess of $21,000,000 and (ii)
during each fiscal year ended thereafter, $24,000,000 (or pro rata portion
thereof for the portion of the then-current fiscal year that has elapsed prior
to the Maturity Date), other than (A) Capital Expenditures made with funds
received by the Borrower pursuant to Section 8.05(l) and (B) Capital
Expenditures made with the proceeds of business interruption insurance
received by PXI and its Subsidiaries, provided that the aggregate amount of
Capital Expenditures made pursuant to this clause (B) shall not exceed the
lesser of 20% of the amount of such proceeds or $5,000,000.

         3.      Section 8.09 of the Credit Agreement is hereby amended and
restated in its entirety as follows:

         8.09    EBITDAR to Total Cash Interest Expense.     PXI will not
permit the ratio of (x) EBITDAR to (y) Total Cash Interest Expense for any
Test Period ending on the last day of any fiscal quarter set forth below to be
less than the amount set forth opposite such fiscal quarter below:

            Fiscal Quarter Ending      Ratio
            May 18, 1997               1.50:1.00
            August 9, 1997             1.50:1.00
            November 1, 1997           1.50:1.00
            January 31, 1998           1.50:1.00
            May 23, 1998               1.50:1.00
            August 15, 1998            1.50:1.00
            November 7, 1998           1.50:1.00
            January 30, 1999           1.75:1.00
            May 22, 1999               1.75:1.00
            August 14, 1999            1.75:1.00
            November 6, 1999           1.75:1.00
            January 29, 2000           2.00:1.00
            May 20, 2000               2.00:1.00
            August 12, 2000            1.50:1.00
            November 4, 2000           1.45:1.00
            January 27, 2001           1.20:1.00
            May 19, 2001               1.10:1.00
            August 11, 2001            1.25:1.00
            November 3, 2001           1.35:1.00
            January 26, 2002           1.45:1.00
            May 18, 2002               1.50:1.00
            August 10, 2002            1.50:1.00
            November 2, 2002           1.50:1.00
            January 25, 2003           1.50:1.00


         4.      Section 8.10 of the Credit Agreement is hereby amended and
restated in its entirety as follows:

         8.10    Minimum EBITDA.     PXI will not permit EBITDA for the Test
Period ending at the end of any fiscal quarter set forth below to be less than
the amount set forth opposite such fiscal quarter below:

           Fiscal Quarter Ending       Amount
           January 27, 2001            $31,000,000
           May 19, 2001                $27,000,000
           August 11, 2001             $30,000,000
           November 3, 2001            $33,000,000
           January 26, 2002            $36,000,000
           May 18, 2002                $38,000,000
           August 10, 2002             $38,000,000
           November 2, 2002            $38,000,000
           January 25, 2003            $38,000,000

         5.      Section 8.11 of the Credit Agreement is hereby amended and
restated in its entirety as follows:

         8.11    Senior Secured Debt to EBITDA.    PXI will not permit the
ratio of (i) Senior Secured Debt on the last day of any fiscal quarter to (ii)
EBITDA for the Test Period ending at the end of such fiscal quarter to be
greater than the amount set forth opposite such fiscal quarter below:

            Fiscal Quarter Ending      Ratio
            May 18, 1997               1.50:1.00
            August 9, 1997             1.50:1.00
            November 1, 1997           1.50:1.00
            January 31, 1998           1.50:1.00
            May 23, 1998               1.50:1.00
            August 15, 1998            1.50:1.00
            November 7, 1998           1.50:1.00
            January 30, 1999           1.50:1.00
            May 22, 1999               1.50:1.00
            August 14, 1999            1.50:1.00
            November 6, 1999           1.50:1.00
            January 29, 2000           1.50:1.00
            May 20, 2000               1.50:1.00
            August 12, 2000            1.50:1.00
            November 4, 2000           1.50:1.00
            January 27, 2001           1.50:1.00
            May 19, 2001               1.25:1.00
            August 11, 2001            1.25:1.00
            November 3, 2001           1.25:1.00
            January 26, 2002           1.25:1.00
            May 18, 2002               1.25:1.00
            August 10, 2002            1.25:1.00
            November 2, 2002           1.25:1.00
            January 25, 2003           1.25:1.00


         6.      The defined terms "EBIT" and "Leverage Ratio" set forth in
Section 10 of the Credit Agreement are hereby amended and restated in their
entirety as follows:

          "EBIT" shall mean, for any period, Consolidated Net Income, before
    interest income, interest expense, LIFO adjustment and provision for
    income taxes and Puerto Rico withholding taxes and without giving effect
    to any non-recurring charges, extraordinary gains (including without
    limitation the proceeds of any claim under business interruption
    insurance), extraordinary losses or gains from sales of assets (other than
    sales of inventory in the ordinary course of business).

          "Leverage Ratio" shall mean the ratio of (i) Consolidated
    Indebtedness on the last day of any fiscal quarter of PXI to (ii) EBITDA
    for the Test Period ending at the end of such fiscal quarter.

         7.      Section 10 of the Credit Agreement is hereby amended by
inserting the following defined terms in the appropriate alphabetical order:

         "Third Amendment" shall mean the Third Amendment to this Credit
    Agreement, dated as of January 26, 2001.

         "Third Amendment Effective Date" shall have the meaning provided in
    the Third Amendment.

         8.      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 Third
    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 Third 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).

         9.      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.

         10.     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.

         11.     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.

         12.     This Amendment shall become effective as of January 26, 2001
on the date (the "Third 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.

         13.     From and after the Third 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 Executive Officer

                                          PUEBLO INTERNATIONAL, INC.

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






































THE BANK OF NOVA SCOTIA

By:  /s/ W. J. Brown
   -------------------------
Title: Vice President





















































BANK OF AMERICA, N.A.

By:  /s/ Richard M. Starke
   -------------------------
Title: Managing Director





















































ACKNOWLEDGED:

XTRA SUPER FOOD CENTERS, INC.

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

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

<PAGE> 35

                                  35

<PAGE> 43



6





<PAGE> 76