<Page>
                            FORM 10-Q


                 SECURITIES AND EXCHANGE COMMISSION
                       WASHINGTON, D.C. 20549
                           ----------------

(MARK ONE)

     [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
          THE SECURITIES EXCHANGE ACT OF 1934

         For the quarterly period ended September 30, 2001

                         OR

     [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
          THE SECURITIES EXCHANGE ACT OF 1934

                 COMMISSION FILE NUMBER 0-16626
                     -----------------


                          7-ELEVEN, INC.
       (Exact name of registrant as specified in its charter)

            TEXAS                              75-1085131
   (State or other jurisdiction of         (I.R.S. Employer
    incorporation or organization)         Identification No.)

2711 NORTH HASKELL AVE., DALLAS, TEXAS         75204-2906
(Address of principal executive offices)       (Zip code)

Registrant's telephone number, including area code,
      214/828-7011
                       --------------

     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

           APPLICABLE ONLY TO CORPORATE ISSUERS:

104,804,104 shares of common stock, $.0001 par value (the issuer's
only class of common stock), were outstanding as of September 30,
2001.



<Page>


                          7-ELEVEN, INC.
                               INDEX


                                                                         PAGE
                                                                          NO.
                                                                         ----

Part I.  FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS:

         Condensed Consolidated Balance Sheets -
           December 31, 2000 and September 30, 2001                         1

         Condensed Consolidated Statements of Earnings -
           Three Months and Nine Months Ended September 30, 2000 and 2001   2

         Condensed Consolidated Statements of Cash Flows -
           Nine Months Ended September 30, 2000 and 2001                    3

         Notes to Condensed Consolidated Financial Statements               4

         Report of Independent Accountants                                  8


ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
           AND RESULTS OF OPERATIONS                                        9

ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK        18

Part II. OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS                                                 19

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K                                  19

SIGNATURES                                                                 20

Exhibit (15) - Letter re Unaudited Interim Financial Information        Tab 1







                                  (i)

<Page>
<Table>
<Caption>
                                7-ELEVEN, INC. AND SUBSIDIARIES
                                 CONSOLIDATED BALANCE SHEETS
                          (DOLLARS IN THOUSANDS, EXCEPT PER-SHARE DATA)



                                                               DECEMBER 31,     SEPTEMBER 30,
                                                                  2000              2001
                                                              -------------    -------------
                                                                                (UNAUDITED)
<S>                                                           <C>              <C>
ASSETS
Current assets:
   Cash and cash equivalents                                  $    133,178     $    140,077
   Accounts receivable                                             187,510          190,222
   Inventories                                                     106,869          105,743
   Other current assets                                            112,795          145,711
                                                              -------------    -------------
       Total current assets                                        540,352          581,753
Property and equipment                                           1,926,795        1,974,774
Other assets                                                       275,141          257,451
                                                              -------------    -------------
       Total assets                                           $  2,742,288     $  2,813,978
                                                              =============    =============

LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
   Trade accounts payable                                     $    231,384     $    251,343
   Accrued expenses and other liabilities                          445,769          444,626
   Commercial paper                                                    -             10,519
   Long-term debt due within one year                               76,156           68,522
                                                              -------------    -------------
       Total current liabilities                                   753,309          775,010
Deferred credits and other liabilities                             265,551          286,695
Long-term debt                                                   1,261,322        1,237,668
Convertible quarterly income debt securities                       380,000          380,000
Commitments and contingencies
Shareholders' equity:
   Preferred stock, $.01 par value                                     -                -
   Common stock, $.0001 par value                                       10               10
   Additional capital                                            1,166,225        1,166,574
   Accumulated deficit                                          (1,086,604)      (1,019,946)
   Accumulated other comprehensive earnings (loss)                   2,475          (12,033)
                                                              -------------    -------------
       Total shareholders' equity                                   82,106          134,605
                                                              -------------    -------------
       Total liabilities and shareholders' equity             $  2,742,288     $  2,813,978
                                                              =============    =============
</Table>



              See notes to condensed consolidated financial statements.


                                          1


<Page>
<Table>
<Caption>
                                           7-ELEVEN, INC. AND SUBSIDIARIES
                                    CONDENSED CONSOLIDATED STATEMENTS OF EARNINGS
                                    (DOLLARS IN THOUSANDS, EXCEPT PER-SHARE DATA)

                                                (UNAUDITED)

                                                                THREE MONTHS                 NINE MONTHS
                                                             ENDED SEPTEMBER 30           ENDED SEPTEMBER 30
                                                        ----------------------------   ---------------------------
                                                             2000           2001           2000          2001
                                                        -------------  -------------   ------------  -------------
<S>                                                     <C>            <C>             <C>           <C>
REVENUES:
  Merchandise sales (including $154,657, $167,579,
     $451,785 and $473,985 in excise taxes)             $  1,793,773   $  1,923,386    $  5,024,982   $  5,304,551
  Gasoline sales (including $169,571, $190,886,
     $498,357 and $548,439 in excise taxes)                  718,181        726,619       2,028,899      2,176,783
                                                        -------------  -------------   ------------   ------------
       Net sales                                           2,511,954      2,650,005       7,053,881      7,481,334
  Other income                                                27,363         29,123          79,408         83,218
                                                        -------------  -------------   ------------   ------------
       Total revenues                                      2,539,317      2,679,128       7,133,289      7,564,552

COSTS AND EXPENSES:
  Merchandise cost of goods sold                           1,169,708      1,264,073       3,277,653      3,494,162
  Gasoline cost of goods sold                                655,387        651,723       1,847,218      1,979,740
                                                        -------------  -------------   ------------   ------------
       Total cost of goods sold                            1,825,095      1,915,796       5,124,871      5,473,902
  Franchisee gross profit expense                            181,518        195,502         503,338        533,462
  Operating, selling, general and administrative
     expenses                                                447,983        485,111       1,308,434      1,383,902
  Interest expense, net                                       17,101         14,904          62,530         47,868
                                                        -------------  -------------   ------------   ------------
       Total costs and expenses                            2,471,697      2,611,313       6,999,173      7,439,134
                                                        -------------  -------------   ------------   ------------

EARNINGS BEFORE INCOME TAX EXPENSE AND
  CUMULATIVE EFFECT OF ACCOUNTING CHANGE                      67,620         67,815         134,116        125,418

INCOME TAX EXPENSE                                            26,710         26,448          39,986         48,913
                                                        -------------  -------------   ------------   ------------
EARNINGS BEFORE CUMULATIVE EFFECT OF ACCOUNTING CHANGE        40,910         41,367          94,130         76,505

CUMULATIVE EFFECT OF ACCOUNTING CHANGE (net of
  tax benefit of $6,295)                                          -              -               -          (9,847)
                                                        -------------  -------------   ------------   ------------
NET EARNINGS                                            $     40,910   $     41,367    $     94,130   $     66,658
                                                        =============  =============   ============   ============
NET EARNINGS PER COMMON SHARE:
  BASIC
    Earnings before cumulative effect of
      accounting change                                 $        .39   $        .39    $        .96   $       .73
    Cumulative effect of accounting change                         -              -               -          (.09)
                                                        -------------  -------------   ------------   ------------
    Net earnings                                        $        .39   $        .39    $        .96   $       .64
                                                        =============  =============   ============   ============
  DILUTED
    Earnings before cumulative effect of
      accounting change                                 $        .35   $        .35    $        .85   $       .67
    Cumulative effect of accounting change                         -              -               -          (.08)
                                                        -------------  -------------   ------------   ------------
    Net earnings                                        $        .35   $        .35    $        .85   $       .59
                                                        =============  =============   ============   ============




                                   See notes to condensed consolidated financial statements.

</Table>

                                                               2


<Page
<Table>
<Caption>
                                        7-ELEVEN, INC. AND SUBSIDIARIES
                                   CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
                                               (DOLLARS IN THOUSANDS)

                                                    (UNAUDITED)
                                                                                      NINE MONTHS ENDED
                                                                                         SEPTEMBER 30
                                                                                ------------------------------
                                                                                     2000            2001
                                                                                -------------    -------------
<S>                                                                             <C>              <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
    Net earnings                                                                $     94,130     $     66,658
    Adjustments to reconcile net earnings to net cash provided
        by operating activities:
        Cumulative effect of accounting change                                           -              9,847
        Depreciation and amortization of property and equipment                      162,641          183,251
        Other amortization                                                            15,034           15,087
        Deferred income taxes                                                         12,282           22,342
        Noncash interest expense                                                       1,100              965
        Foreign currency net conversion loss (gain)                                    1,218           (4,928)
        Other noncash income                                                          (3,324)            (809)
        Net loss on property and equipment                                               231              463
        Decrease (increase) in accounts receivable                                     2,538           (5,770)
        Decrease in inventories                                                       27,739            1,126
        Increase in other assets                                                      (5,827)         (34,704)
        Increase in trade accounts payable and other liabilities                      48,870           21,531
                                                                                -------------    -------------
                  Net cash provided by operating activities                          356,632          275,059
                                                                                -------------    -------------
CASH FLOWS FROM INVESTING ACTIVITIES:
    Payments for purchase of property and equipment                                 (220,452)        (231,738)
    Proceeds from sale of property and equipment                                      77,129            8,267
    Proceeds from sale of domestic securities                                          6,017            7,031
    Restricted cash                                                                      -             (9,232)
    Other                                                                             (1,526)            (340)
                                                                                -------------    -------------
                  Net cash used in investing activities                             (138,832)        (226,012)
                                                                                -------------    -------------
CASH FLOWS FROM FINANCING ACTIVITIES:
    Proceeds from commercial paper and revolving credit facilities                 3,051,692        3,392,470
    Payments under commercial paper and revolving credit facilities               (3,605,533)      (3,376,486)
    Principal payments under long-term debt agreements                              (179,121)         (61,387)
    Increase in outstanding checks in excess of cash in bank                          10,137            3,621
    Net proceeds from issuance of common stock                                       539,690              223
    Other                                                                                -               (589)
                                                                                -------------    -------------
                  Net cash used in financing activities                             (183,135)         (42,148)
                                                                                -------------    -------------
NET INCREASE IN CASH AND CASH EQUIVALENTS                                             34,665            6,899
CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR                                        76,859          133,178
                                                                                -------------    -------------
CASH AND CASH EQUIVALENTS AT END OF PERIOD                                      $    111,524     $    140,077
                                                                                =============    =============

RELATED DISCLOSURES FOR CASH FLOW REPORTING:
    Interest paid, excluding SFAS No.15 Interest                                $    (75,646)    $    (56,720)
                                                                                =============    =============
    Net income taxes paid                                                       $    (15,908)    $     (3,533)
                                                                                =============    =============
    Assets obtained by entering into capital leases                             $     23,994     $     14,584
                                                                                =============    =============


                                  See notes to condensed consolidated financial statements.


                                                                3
</Table>


<Page>
                7-ELEVEN, INC. AND SUBSIDIARIES
      NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
            Nine Months Ended September 30, 2001

                         (UNAUDITED)

1. BASIS OF PRESENTATION

     The condensed consolidated balance sheet as of September
30, 2001, and the condensed consolidated statements of earnings
for the three-month and nine-month periods ended September 30,
2000 and 2001, and the condensed consolidated statements of
cash flows for the nine-month periods ended September 30, 2000
and 2001, have been prepared by 7-Eleven, Inc. (the "Company")
without audit.  In the opinion of management, all adjustments
necessary to present fairly the financial position at September
30, 2001, and the results of operations and cash flows for all
periods presented have been made.  Certain prior-period amounts
have been reclassified to conform to current-period
presentation.  The results of operations for the interim
periods are not necessarily indicative of the operating results
for the full year.

     The reported results include approximately 5,800
convenience stores that are operated or franchised in the
United States and Canada by the Company along with royalty
income from worldwide 7-Eleven area licensees.  Sales and cost
of goods sold of stores operated by franchisees are
consolidated with the results of Company-operated stores in the
condensed consolidated statements of earnings.  Gross profit
from franchise stores is split between the Company and its
franchisees pursuant to the terms of franchise agreements.

     The condensed consolidated balance sheet as of
December 31, 2000, is derived from the audited financial
statements but does not include all disclosures required by
generally accepted accounting principles.  The notes
accompanying the consolidated financial statements in the
Company's Annual Report on Form 10-K for the year ended
December 31, 2000, include accounting policies and additional
information pertinent to an understanding of both the
December 31, 2000, balance sheet and the interim financial
statements.  The information has not changed except as a result
of normal transactions in the nine months ended
September 30, 2001, and as discussed in the following notes.

2. ADOPTION OF NEW ACCOUNTING STANDARD

The Company adopted the provisions of Statement of
Financial Accounting Standards ("SFAS") No. 133, "Accounting
for Derivative Instruments and Hedging Activities," as of
January 1, 2001.  The new standard changes the accounting for
the Company's interest rate swap and nullifies the hedge
accounting treatment for its yen-denominated debt and royalty.

     The Company uses its royalty receipts from Seven-Eleven
Japan Co., Ltd. ("SEJ") to service the monthly principal and
interest payments on its yen loans.  This arrangement provides
an "economic" hedge for the Company against fluctuations in the
Japanese yen to U.S. dollar exchange rate.  Although SFAS No.
133 nullified the hedge accounting treatment the Company had
been using for the SEJ royalty and yen loans, the Company's
"economic" hedge against changes in the Japanese yen to U.S.
dollar exchange rate remains in place. Upon adoption of
SFAS No. 133, the Company converted the yen loans, related
interest payable and the SEJ royalty receivable to reflect the
Japanese yen to U.S. dollar exchange rate quoted for January 1,
2001 (114.35 yen to one U.S. dollar).  As a result, the
Company's transitional adjustment increased the yen loans,
related interest payable and SEJ royalty

                             4

<Page>

receivable by $16.1 million, with an offsetting charge of $9.8
million (net of $6.3 million of taxes) to Cumulative Effect of
Accounting Change.

     For the three-month and nine-month periods ended September
30, 2001, the Company recorded a noncash expense of $4.5
million and a noncash benefit of $6.6 million, respectively, in
Operating, Selling, General and Administrative Expense as a
result of adjusting the balance of the yen loans to reflect the
Japanese yen to U.S. dollar exchange rate.

3. COMPREHENSIVE EARNINGS

     The components of comprehensive earnings of the Company
for the periods presented are as follows (in thousands):

<Table>
<Caption>

                                                    Three Months               Nine Months
                                                 Ended September 30         Ended September 30
                                                -------------------        -------------------
                                                  2000      2001             2000      2001
                                                --------- ---------        --------- ---------
<S>                                             <C>       <C>              <C>       <C>
  Net earnings                                     $ 40,910  $ 41,367         $ 94,130  $ 66,658
Other comprehensive earnings (loss):
   Unrealized gain (loss) on equity
     securities (net of ($1,717), ($498),
     $297 and ($1,269) deferred taxes)             2,686        781            (464)    1,986
   Reclassification adjustments for gains
     included in net earnings (net of $1,177,
     $975, $2,358 and $2,749 deferred taxes)      (1,840)   (1,526)          (3,688)   (4,300)
   Unrealized loss related to interest rate
     swap (net of $3,200 and $5,790 deferred
     taxes)                                           -     (5,048)              -     (7,511)
   Foreign currency translation adjustments         (945)   (4,081)          (3,044)   (4,683)
                                                --------- ---------        --------- ---------
       Other comprehensive earnings (loss)           (99)   (9,874)          (7,196)  (14,508)
                                                --------- ---------        --------- ---------
Total comprehensive earnings                    $ 40,811  $ 31,493         $ 86,934  $ 52,150
                                                ========= =========        ========= =========
</Table>
                                          5


<Page>

4. EARNINGS PER SHARE

   Computations for basic and diluted earnings per share are
presented below (in thousands, except per-share data):

<Table>
<Caption>
                                                             Three Months           Nine Months
                                                          Ended September 30     Ended September 30
                                                         ---------------------  --------------------
                                                           2000        2001       2000       2001
                                                         ----------  ---------  ---------  ---------
<S>                                                      <C>         <C>        <C>        <C>
BASIC:
   Earnings before cumulative effect of accounting
     change                                              $  40,910   $ 41,367   $ 94,130   $ 76,505
   Cumulative effect of accounting change                      -          -          -       (9,847)
                                                         ----------  ---------  ---------  ---------
   Net earnings                                          $  40,910   $ 41,367   $ 94,130   $ 66,658
                                                         ==========  =========  =========  =========

   Weighted-average common shares outstanding              104,765    104,804     98,451    104,797
                                                         ==========  =========  =========  =========

  Earnings per common share before cumulative
     effect of accounting change                         $     .39   $    .39   $    .96   $    .73
  Loss per common share on cumulative effect
     of accounting change                                       -          -          -        (.09)
                                                         ----------  ---------  ---------  ---------
  Net earnings per common share                          $     .39   $    .39   $    .96   $    .64
                                                         ==========  =========  =========  =========

DILUTED:
   Earnings before cumulative effect of accounting
     change                                              $  40,910   $ 41,367   $ 94,130   $ 76,505
   Add interest on convertible quarterly
     income debt securities, net of tax                      2,630      2,652      7,889      7,954
                                                         ----------  ---------  ---------  ---------
   Earnings before cumulative effect of accounting
     change plus assumed conversions                        43,540     44,019    102,019     84,459
   Cumulative effect of accounting change                      -         -           -       (9,847)
                                                         ----------  ---------  ---------  ---------
   Net earnings plus assumed conversions                 $  43,540   $ 44,019   $102,019   $ 74,612
                                                         ==========  =========  =========  =========

   Weighted-average common shares outstanding (Basic)      104,765    104,804     98,451    104,797
   Add effects of assumed conversions:
      Stock options                                            422        321        611        193
      Convertible quarterly income debt securities          20,924     20,924     20,924     20,924
                                                         ----------  ---------  ---------  ---------
   Weighted-average common shares outstanding
      plus shares from assumed conversions (Diluted)       126,111    126,049    119,986    125,914
                                                         ==========  =========  =========  =========

   Earnings per common share before cumulative effect
     of accounting change                                $     .35   $    .35   $    .85   $    .67
   Loss per common share on cumulative effect
     of accounting change                                       -          -          -        (.08)
                                                         ----------  ---------  ---------  ---------
   Net earnings per common share                         $     .35   $    .35   $    .85   $    .59
                                                         ==========  ========== =========  =========



</Table>
                                          6


<Page>

5. RECENTLY ISSUED ACCOUNTING STANDARDS

     SFAS No. 142, "Goodwill and Other Intangible Assets," was
issued in July 2001 and addresses financial accounting and
reporting for acquired goodwill and other intangible assets.
Under the provisions of SFAS No. 142, there will be no
amortization of goodwill or intangible assets with indefinite
lives.  The annual impact of not amortizing these assets is
estimated to be a $19 million decrease in amortization
expense. Impairment of these assets will need to be assessed
annually and in certain circumstances.

     The provisions of SFAS No. 142 are required to be applied
starting with fiscal years beginning after December 15, 2001,
and must be applied at the beginning of a fiscal year and to
all goodwill and other intangible assets recognized in the
financial statements at that date.  The Company will adopt the
provisions of this statement on January 1, 2002.

     SFAS No. 143, "Accounting for Asset Retirement
Obligations," was issued in August 2001 and establishes
financial accounting and reporting standards for obligations
associated with the retirement of tangible long-lived assets
and the associated asset retirement costs.  The provisions of
SFAS No. 143 apply to legal obligations associated with the
retirement of long-lived assets that result from the
acquisition, construction, development and/or the normal
operation of a long-lived asset, except for certain
obligations of lessees.  This statement will impact the
Company's accounting for gasoline underground storage tank
removal costs.  The Company is currently reviewing SFAS No.
143, which is effective for financial statements issued for
fiscal years beginning after June 15, 2002, to quantify
its impact on the financial statements.  The Company must
adopt the provisions of this statement no later than January
1, 2003.

     SFAS No. 144, "Accounting for the Impairment or Disposal
of Long-Lived Assets," was issued in October 2001.  SFAS No.
144 provides new guidance on the recognition of impairment
losses on long-lived assets to be held and used or to be
disposed of and also broadens the definition of what
constitutes a discontinued operation and how the results of a
discontinued operation are to be measured and presented.  The
Company is currently evaluating this statement to assess its
impact on the financial statements.  The provisions of SFAS
No. 144 are effective for financial statements issued for
fiscal years beginning after December 15, 2001, and must be
applied at the beginning of a fiscal year.  The Company will
adopt the provisions of this statement on January 1, 2002.

7


<Page>

            REPORT OF INDEPENDENT ACCOUNTANTS



To the Board of Directors and
    Shareholders of 7-Eleven, Inc.:

We have reviewed the accompanying condensed consolidated
balance sheet of 7-Eleven, Inc. and Subsidiaries as of
September 30, 2001, and the related condensed consolidated
statements of earnings for the three-month and nine-month
periods ended September 30, 2000 and 2001, and the condensed
consolidated statements of cash flows for the nine-month
periods ended September 30, 2000 and 2001.  These financial
statements are the responsibility of the Company's management.

We conducted our review in accordance with standards
established by the American Institute of Certified Public
Accountants.  A review of interim financial information
consists principally of applying analytical procedures to
financial data and making inquiries of persons responsible for
financial and accounting matters.  It is substantially less in
scope than an audit conducted in accordance with generally
accepted auditing standards, the objective of which is the
expression of an opinion regarding the financial statements
taken as a whole.  Accordingly, we do not express such an
opinion.

Based on our review, we are not aware of any material
modifications that should be made to the accompanying
condensed consolidated interim financial statements for them
to be in conformity with accounting principles generally
accepted in the United States of America.

We previously audited, in accordance with auditing standards
generally accepted in the United States of America, the
consolidated balance sheet as of December 31, 2000, and the
related consolidated statements of earnings, shareholders'
equity (deficit), and cash flows for the year then ended (not
presented herein); and in our report dated February 1, 2001,
we expressed an unqualified opinion on those consolidated
financial statements.  In our opinion, the information set
forth in the accompanying condensed consolidated balance sheet
as of December 31, 2000, is fairly stated in all material
respects in relation to the consolidated balance sheet from
which it has been derived.



                    PRICEWATERHOUSECOOPERS LLP

Dallas, Texas
October 25, 2001



                              8


ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION
AND RESULTS OF OPERATIONS.

     THIS REPORT INCLUDES CERTAIN STATEMENTS THAT ARE "FORWARD-LOOKING
STATEMENTS" WITHIN THE MEANING OF THE PRIVATE SECURITIES LITIGATION
REFORM ACT OF 1995.  ANY STATEMENT IN THIS REPORT THAT IS NOT A
STATEMENT OF HISTORICAL FACT MAY BE DEEMED TO BE A FORWARD-LOOKING
STATEMENT.  WE OFTEN USE THESE TYPES OF STATEMENTS WHEN DISCUSSING OUR
PLANS AND STRATEGIES, OUR ANTICIPATION OF REVENUES FROM DESIGNATED
MARKETS AND STATEMENTS REGARDING THE DEVELOPMENT OF OUR BUSINESSES,
THE MARKETS FOR OUR SERVICES AND PRODUCTS, OUR ANTICIPATED CAPITAL
EXPENDITURES, OPERATIONS, SUPPORT SYSTEMS, CHANGES IN REGULATORY
REQUIREMENTS AND OTHER STATEMENTS CONTAINED IN THIS REPORT REGARDING
MATTERS THAT ARE NOT HISTORICAL FACTS.  WHEN USED IN THIS REPORT, THE
WORDS "EXPECT," "ANTICIPATE," "INTEND," "PLAN," "BELIEVE," "SEEK,"
"ESTIMATE," AND OTHER SIMILAR EXPRESSIONS ARE GENERALLY INTENDED TO
IDENTIFY FORWARD-LOOKING STATEMENTS.  BECAUSE THESE FORWARD-LOOKING
STATEMENTS INVOLVE RISKS AND UNCERTAINTIES, ACTUAL RESULTS MAY DIFFER
MATERIALLY FROM THOSE EXPRESSED OR IMPLIED BY THESE FORWARD-LOOKING
STATEMENTS.  THERE CAN BE NO ASSURANCE THAT: (I) WE HAVE CORRECTLY
MEASURED OR IDENTIFIED ALL OF THE FACTORS AFFECTING THESE MARKETS OR
THE EXTENT OF THEIR LIKELY IMPACT; (II) THE PUBLICLY AVAILABLE
INFORMATION WITH RESPECT TO THESE FACTORS ON WHICH OUR ANALYSIS IS
BASED IS COMPLETE OR ACCURATE; (III) OUR ANALYSIS IS CORRECT OR (IV)
OUR STRATEGY, WHICH IS BASED IN PART ON THIS ANALYSIS, WILL BE
SUCCESSFUL.  WE DO NOT ASSUME ANY OBLIGATION TO UPDATE OR REVISE ANY
FORWARD-LOOKING STATEMENTS, WHETHER AS A RESULT OF NEW INFORMATION,
FUTURE EVENTS OR OTHERWISE.

GENERAL

     7-Eleven is the world's largest operator, franchisor and
licensor of convenience stores and the largest convenience retailer
in North America.  Over the last several years we have refined our
business strategy to take advantage of our scale, retailer
initiative and infrastructure.

     Our revenue principally consists of merchandise and gasoline
sales and to a lesser extent royalty income from licensees.  Our
primary expenses consist of cost of goods sold, operating expenses,
interest expense and taxes.  The following discussion and analysis
provides information that management believes to be relevant to
understanding 7-Eleven's financial condition and results of
operations.

     EXCEPT WHERE NOTED, ALL PER STORE NUMBERS REFER TO AN AVERAGE
OF ALL STORES RATHER THAN ONLY STORES OPEN MORE THAN ONE YEAR.

COMPARISON OF THREE MONTHS ENDED SEPTEMBER 30, 2001,
TO THREE MONTHS ENDED SEPTEMBER 30, 2000

NET SALES

<Table>
<Caption>

                                               Three Months Ended
                                                 September 30
                                           ----------------------
                                              2000          2001
                                            -------        --------
<S>                                       <C>             <C>
Net Sales: (in millions)
   Merchandise sales                         $1,793.8      $1,923.4
   Gasoline sales                               718.2         726.6
                                             --------      --------
Total net sales                              $2,512.0      $2,650.0
Merchandise sales growth-U.S. same store         4.6%          6.2%
Gasoline gallon sales change-per store           1.4%          6.2%
Average retail price of gasoline per gallon  $   1.59      $   1.46

</Table>

                                                          9

<Page>

     Merchandise sales for the three months ended September 30, 2001
were $1,923.4 million, an increase of $129.6 million, or 7.2%, from
$1,793.8 million for the three months ended September 30, 2000.  We
attribute this increase primarily to U.S. same-store merchandise
sales growth of 6.2% and our operating an average of 56 additional
stores.  Categories having the largest impact on merchandise sales
growth were cigarettes, prepaid phone cards, non-carbonated
beverages and beer/wine.  Category growth was primarily fueled by
improved product merchandising.  These increases were partially
offset by decreased sales of frozen non-carbonated beverages.

     Gasoline sales for the three months ended September 30, 2001 were
$726.6 million, an increase of $8.4 million, or 1.2%, from $718.2
million for the three months ended September 30, 2000.  We attribute
this increase to a combination of a 6.2% increase in gallons sold per
store and our operating an average of 77 additional stores that sell
gasoline, offset in part by a decline of 7.8% in the average retail
price of gasoline.  The average retail price of gasoline was $1.46 per
gallon during the quarter, a $0.13 decrease compared to the same
quarter last year.  The increase in average gallons sold per store was
primarily the result of adding new stores, which generally sell higher
volumes of gasoline.  We sold 497.0 million gallons in the three
months ended September 30, 2001, an increase of 44.0 million gallons,
or 9.7%, from 453.0 million gallons for the same period in 2000.

     GROSS PROFIT

<Table>
<Caption>

                                                  Three Months Ended
                                                     September 30
                                               ---------------------
                                                  2000          2001
                                                --------      --------
<S>                                           <C>             <C>
Gross Profit (in millions)
   Merchandise gross profit                     $ 624.1        $ 659.3
   Gasoline gross profit                           62.8           74.9
                                                --------      --------
Total gross profit                              $ 686.9        $ 734.2
Merchandise gross profit margin                  34.79%         34.28%
Merchandise gross profit growth-per store          3.5%           4.6%
Gasoline gross profit margin-cents per gallon     13.86          15.07
Gasoline gross profit change-per store            13.9%          15.4%

</Table>



Merchandise gross profit for the three months ended September 30,
2001 was $659.3 million, an increase of $35.2 million, or 5.6%, from
$624.1 million for the three months ended September 30, 2000. This
equates to merchandise gross profit growth of 4.6% per store, which
was driven by higher sales.

     Merchandise gross profit margin decreased to 34.28% from 34.79%
for the three months ended September 30, 2001, compared to the same
period in 2000.  We attribute most of the decline in overall margin
to changes in product mix, wholesale cost increases and aggressive
retail pricing tactics by competitors.  Some of our faster growing
product categories are tobacco, pre-paid phone cards, beer, fresh
foods and magazines, all of which are traditionally lower margin
products.  Our strategy of maintaining competitive everyday fair
prices in the face of increasing wholesale costs has resulted in
lower margins in some cases.  Aggressive pricing by competitors for
such items as bread, milk, cigarettes and soft drinks also has
decreased our margin.

     While we expect pressure on merchandise gross profit margin to
continue for the remainder of the year, we have been taking and will
continue to take steps to mitigate the impact, including aggressive
negotiation to reduce product and distribution costs.
We are also focusing on increasing sales of higher margin products
and we will continue to look at pricing opportunities.  As a result,
we expect year-over-year margin comparisons to be

                               10

<Page>
somewhat more favorable for the fourth quarter of 2001 than they
were during the first three quarters of the year.

     Gasoline gross profit for the three months ended September 30,
2001 was $74.9 million, an increase of $12.1 million, or 19.3%, from
$62.8 million for the three months ended September 30, 2000.
Gasoline gross profit improved during the quarter due to increases
in both gasoline margin and in gallons sold.  Gasoline margins were
above average for both years, with the 2001 margin at 15.07 cents
per gallon, compared to 13.86 cents per gallon in 2000.  These
margin results occurred when wholesale costs declined more quickly
than retail prices during a portion of the quarter in each year.  In
total, gasoline gross profit per store increased 15.4% for the three
months ended September 30, 2001 as compared to the same period in
2000.  Based on current levels of industry inventories, refinery
production and demand, the outlook for gasoline market conditions
should continue to be somewhat favorable in the short term.

     FRANCHISEE GROSS PROFIT EXPENSE

     We report all sales and gross profit from domestic franchised
stores in our consolidated results and record as an expense a
percentage of the gross profits generated by those same franchised
stores.  Franchisee gross profit expense for the three months ended
September 30, 2001 was $195.5 million, an increase of $14.0 million,
or 7.7%, from $181.5 million for the three months ended September 30,
2000.  We attribute the increase primarily to higher per store gross
profits at franchised stores and an increase in the number of stores
operated by franchisees.

     OPERATING, SELLING, GENERAL AND ADMINISTRATIVE EXPENSE
     ("OSG&A")

     OSG&A for the three months ended September 30, 2001 was $485.1
million, an increase of $37.1 million, or 8.3%, from $448.0 million
for the three months ended September 30, 2000.  The increase in OSG&A
was primarily due to costs associated with operating 125 new or
acquired stores opened since October 1, 2000, combined with increased
labor costs.  In addition, OSG&A included nearly $4.0 million of
incremental expense associated with continued enhancements to our
retail information systems and a non-cash expense of $4.5 million in
connection with conversion of our yen based debt (see OTHER ISSUES -
Adoption of SFAS No. 133).

     The ratio of OSG&A to net sales increased to 18.3% for the three
months ended September 30, 2001 from 17.8% for the three months ended
September 30, 2000.   This increase was impacted by a 7.8% decline in
the retail price of gasoline.  Excluding the deflationary impact of
gasoline, the ratio of OSG&A was virtually flat, compared to last
year.  The ratio of OSG&A to net sales will continue to be impacted by
our investment in new stores, technology and store image.  To mitigate
this impact, we have accelerated our expense reduction efforts,
focusing on procurement, distribution and telecommunications.

     INTEREST EXPENSE, NET

     Net interest expense for the three months ended September 30,
2001 was $14.9 million, a decrease of $2.2 million, or 12.8%, from
$17.1 million for the three months ended September 30, 2000. The
decline in interest expense was due to both lower levels of borrowing
and lower interest rates. We expect net interest expense for the
remainder of the year to decrease slightly, compared to 2000, based on
anticipated levels of debt and interest rate projections.




                                11


<Page>

     In accordance with Statement of Financial Accounting Standards
No. 15, we do not recognize interest expense on our debentures in
our statement of earnings.  We recorded these debentures at an
amount equal to the future undiscounted cash payments, both
principal and interest.  Accordingly, we charge the cash interest
payments against the recorded amount of the debentures and not as
interest expense.

     INCOME TAX EXPENSE

     Income tax expense for the three months ended September 30, 2001
was $26.4 million, a decrease of $0.3 million, or 1.0%, from $26.7
million for the three months ended September 30, 2000.  Our effective
tax rate was 39.0% for the three months ended September 30, 2001
compared to 39.5% for the same period in 2000.

     NET EARNINGS

     Net earnings for the three months ended September 30, 2001 were
$41.4 million ($0.35 per diluted share), an increase of
$0.5 million, or 1.1%, from net earnings of $40.9 million ($0.35 per
diluted share) for the three months ended September 30, 2000.  We
attribute this increase to solid merchandise and gasoline gross
profit performance, offset in part by our continued strategic
investments in new store growth and technology, which resulted in
increased depreciation and amortization expense.


COMPARISON OF NINE MONTHS ENDED SEPTEMBER 30, 2001,
TO NINE MONTHS ENDED SEPTEMBER 30, 2000

     NET SALES


<Table>
<Caption>

                                              Nine Months Ended
                                             Ended September 30
                                           ----------------------
                                              2000          2001
                                             --------     ---------
<S>                                         <C>           <C>
Net Sales: (in millions)
   Merchandise sales                         $5,025.0      $5,304.5
   Gasoline sales                             2,028.9       2,176.8
                                             --------      --------
Total net sales                              $7,053.9      $7,481.3
Merchandise sales growth-U.S. same store         7.0%          4.5%
Gasoline gallon sales change-per store           1.6%          3.6%
Average retail price of gasoline per gallon  $   1.53      $   1.53

</Table>

     Merchandise sales for the nine months ended September 30, 2001
were $5,304.5 million, an increase of $279.5 million, or 5.6%, from
$5,025.0 million for the nine months ended September 30, 2000.  We
attribute this increase primarily to U.S. same-store merchandise
sales growth of 4.5% and our operating an average of 60 additional
stores.  Categories having the largest impact on merchandise sales
growth were cigarettes/tobacco, prepaid phone cards, non-carbonated
beverages and beer.  Category growth was primarily fueled by
improved merchandising of product through assortment.  These
category increases were partially offset by decreases in sales of
frozen non-carbonated beverages.

     Gasoline sales for the nine months ended September 30, 2001 were
$2,176.8 million, an increase of $147.9 million, or 7.3%, from
$2,028.9 million for the nine months ended September 30, 2000.  We
attribute this increase primarily to per-store gallon growth of 3.6%
compared to the prior-year period and our operating an average of 78
additional stores that sell gasoline.  The average retail price of
gasoline was $1.53 per gallon for the first nine months of both 2001
and 2000.  The increase in average gallons sold per store was
primarily the result of adding new stores, which generally sell higher
volumes of gasoline.  We sold

                                12

<Page>
1,422.6 million gallons in the nine months ended September 30, 2001,
an increase of 94.5 million gallons, or 7.1%, from 1,328.1 million
gallons for the same period in 2000.

     GROSS PROFIT
<Table>
<Caption>

                                                  Nine Months Ended
                                                     September 30
                                             ------------------------
                                                 2000           2001
                                              ---------       ---------
<S>                                           <C>             <C>
Gross Profit (in millions)
   Merchandise gross profit                   $1,747.3        $1,810.4
   Gasoline gross profit                         181.7           197.0
                                              ---------       ---------
Total gross profit                            $1,929.0        $2,007.4
Merchandise gross profit margin                 34.77%          34.13%
Merchandise gross profit growth-per store         7.9%            2.5%
Gasoline gross profit margin-cents per gallon    13.68           13.85
Gasoline gross profit change-per store            4.3%            4.9%

</Table>

     Merchandise gross profit for the nine months ended September 30,
2001 was $1,810.4 million, an increase of $63.1 million, or 3.6%, from
$1,747.3 million for the nine months ended September 30, 2000.  This
equates to merchandise gross profit growth of 2.5% per store, which
was driven by higher sales.

     Merchandise gross profit margin decreased to 34.13% for the nine
months ended September 30, 2001 from 34.77% for the same period in
2000.  We attribute most of the decline in overall margin to change in
product mix, wholesale cost increases and aggressive retail pricing
tactics by competitors.

     Gasoline gross profit for the nine months ended September 30,
2001 was $197.0 million, an increase of $15.3 million, or 8.5%, from
$181.7 million for the nine months ended September 30, 2000.  Gasoline
gross profit improved due an increase in gallons sold per store, our
operating an average of 78 more stores that sell gasoline and an
increase in margin to 13.85 cents per gallon, from 13.68 cents last
year.  Gasoline market conditions have fluctuated significantly
throughout the first nine months of 2001 due to a prolonged period of
high and increasing wholesale costs, which outpaced retail price
increases through May.  These conditions lowered demand and prompted
customers to switch to cheaper grades of gasoline.  Since May,
wholesale costs have continued to fluctuate, but overall have declined
faster than retail prices, creating stronger margins.  The improved
conditions over the last 4 months have resulted in increased gasoline
gross profit per store of 4.9% for the nine months ended September 30,
2001 as compared to the same period in 2000.

     FRANCHISEE GROSS PROFIT EXPENSE

     Franchisee gross profit expense for the nine months ended
September 30, 2001 was $533.5 million, an increase of $30.2 million,
or 6.0%, from $503.3 million for the nine months ended September 30,
2000.  We attribute the increase primarily to higher per store gross
profits at franchised stores and an increase in the number of stores
operated by franchisees.

     OPERATING, SELLING, GENERAL AND ADMINISTRATIVE EXPENSE

     OSG&A for the nine months ended September 30, 2001 was $1,383.9
million, an increase of $75.5 million, or 5.8%, from $1,308.4 million
for the nine months ended September 30, 2000.  The increase in OSG&A
was primarily due to costs associated with operating 125 new or
acquired stores opened since October 1, 2000, combined with increased
labor expense.  Other increases included

                                13

<Page>
higher utility costs, mostly due to increased rates in California,
Texas and Florida, expense associated with credit card processing and
incremental expenses associated with continued enhancements to our
retail information systems.  These increases were partially offset by
a non-cash benefit of $6.6 million in connection with conversion of
our yen based debt.  The ratio of OSG&A to net sales, of 18.5%, was
virtually flat to the prior year for the nine months ended September
30, 2001.

     INTEREST EXPENSE, NET

     Net interest expense for the nine months ended September 30, 2001
was $47.9 million, a decrease of $14.6 million, or 23.4%, from $62.5
million for the nine months ended September 30, 2000. This decrease
was primarily due to the repayment of borrowings with proceeds from
our sale of common stock to IYG Holding Company on March 16, 2000, and
to a lesser extent, lower interest rates.

     INCOME TAX EXPENSE

     Income tax expense for the nine months ended September 30, 2001
was $48.9 million, an increase of $8.9 million from the prior-year
expense of $40.0 million. We attribute this increase primarily to a
non-recurring benefit of $12.5 million recorded in the nine months
ended September 30, 2000, which resulted from a settlement with the
Internal Revenue Service related to audits of our federal income taxes
for the tax years 1992 through 1995.  Excluding the income tax credit,
our effective tax rate was 39.0% for the nine months ended September
30, 2001, compared to 39.1% for the same period in 2000.

     CUMULATIVE EFFECT OF ACCOUNTING CHANGE

     On January 1, 2001 we adopted "Accounting for Derivative
Instruments and Hedging Activities," ("SFAS No. 133"), which resulted
in a one-time charge of $9.8 million, net of taxes, related to a
cumulative effect of accounting change (see OTHER ISSUES - Adoption of
SFAS No. 133).

     NET EARNINGS

     Net earnings for the nine months ended September 30, 2001 were
$66.7 million ($0.59 per diluted share), a decrease of
$27.4 million, from net earnings of $94.1 million ($0.85 per diluted
share) for the nine months ended September 30, 2000.  Net
earnings before the cumulative effect of accounting change were
$76.5 million ($0.67 per diluted share) for the nine months ended
September 30, 2001, while net earnings for the nine months ended
September 30, 2000 were $81.6 million ($0.75 per diluted share),
excluding the non-recurring tax benefit.


LIQUIDITY AND CAPITAL RESOURCES

     We obtain the majority of our working capital from three sources:
        *  cash flows generated from our operating activities;
        *  a $650 million commercial paper facility
               guaranteed by Ito-Yokado Co., Ltd.; and
        *  seasonal borrowings of up to $200 million under
               our revolving credit facility.

                               14

<Page>
     We believe that operating activities, coupled with available
working capital facilities, will provide sufficient liquidity to fund
operating and capital expenditure programs, as well as to service debt
requirements.  The outstanding balance at September 30, 2001 for
commercial paper was $410.5 million, with no amounts outstanding under
the revolver.  We expect capital expenditures for 2001, excluding
lease commitments, to be in excess of $300 million, which includes
capital associated with opening or acquiring up to 150 new stores.

     On January 25, 2001, we entered into a new unsecured bank credit
agreement, refinancing the old credit agreement, which was scheduled
to mature on February 27, 2002, with a new $200 million revolving
credit facility.  The new revolving credit facility contains a sub-
limit of $150 million for letters of credit.  As of September 30,
2001, outstanding letters of credit issued pursuant to the credit
agreement totaled $56.4 million.

     On January 25, 2001, we entered into a new lease facility that
will provide up to $100 million of off-balance-sheet financing to be
used for the construction of new stores.  Funding under this facility
is available through January 2003, with a final maturity of the leases
in July 2006.

     On March 16, 2000, IYG Holding Company purchased 22,736,842 newly
issued shares of our common stock for $540.0 million, or $23.75 per
share, in a private placement transaction.  We used the net proceeds
from this transaction to repay the outstanding balance on our bank
term loan, to repay the outstanding balance of our bank revolver and
to reduce indebtedness under our commercial paper facility, which
resulted in an upgrade of our rating.

     CASH FROM OPERATING ACTIVITIES

     Net cash provided by operating activities was $275.1 million
for the nine months ended September 30, 2001, compared to
$356.6 million for the nine months ended September 30, 2000, a
decrease of $81.5 million.  We attribute this decrease to changes in
balance sheet items, the most significant of which were the timing
of money order funding pursuant to a new money order agreement and
payment of a legal settlement.

     CASH FROM INVESTING ACTIVITIES

     Net cash used in investing activities was $226.0 million for
the nine months ended September 30, 2001, compared to net used of
$138.8 million for the nine months ended September 30, 2000.
Payments for capital expenditures were $231.7 million for the nine
months ended September 30, 2001, compared to $220.5 million
for the same period in 2000.  In addition, we received $71.9 million
of net proceeds from a sale-leaseback transaction during the nine
months ended September 30, 2000.

     Capital expenditures for each of the periods were used for
maintaining, remodeling and upgrading store and gasoline facilities'
image, developing new stores, continued enhancements to our retail
information system, new equipment to support merchandising initiatives
and compliance with environmental regulations.

     CASH FROM FINANCING ACTIVITIES

     Net cash used in financing activities was $42.1 million for the
nine months ended September 30, 2001, compared to net cash used in
financing activities of $183.1 million for the nine months ended
September 30, 2000.

                                15

<Page>
     Net borrowings under commercial paper and revolving credit
facilities totaled $16.0 million for the nine months ended September
30, 2001, compared to net repayments of $553.8 million for the same
period in 2000.  Net long-term debt repayments for the nine months
ended September 30, 2001 were $61.4 million, compared to
$179.1 million for the same period in 2000.  Cash from financing
activities for the nine months ended September 30, 2000 also included
$539.7 million in net proceeds from issuance of common stock that we
used to pay down debt.


OTHER ISSUES

     ENVIRONMENTAL

     In December 1988, we closed our chemical manufacturing facility
in New Jersey.  We are required to conduct environmental remediation
at the facility, including groundwater monitoring and treatment for
a projected 15-year period, which commenced in 1998.  We have
recorded undiscounted liabilities, representing our best estimates
of the clean-up costs, of $6.0 million at September 30, 2001.  In
1991, we entered into a settlement agreement with the former owner
of the facility pursuant to which the former owner agreed to pay a
substantial portion of the clean-up costs.  Based on the terms of
the settlement agreement and the financial resources of the former
owner, we have recorded a receivable of $3.5 million at September
30, 2001.

     Additionally, we accrue for the anticipated future costs and the
related probable state reimbursement amounts for remediation
activities at our existing and previously operated gasoline sites
where releases of regulated substances have been detected.  At
September 30, 2001, our estimated undiscounted liability for these
sites was $27.1 million.  This estimate is based on our prior
experience with gasoline sites and contractors who perform
environmental assessment and remediation work as well as other factors
such as the age of the tanks and the location of tank sites.  We
anticipate that substantially all of the future remediation costs for
detected releases of regulated substances at those remediation sites
of which we are aware, as of September 30, 2001, will be incurred
within the next four to five years.

     Under state reimbursement programs, we are eligible to receive
reimbursement for a portion of future remediation costs, as well as
a portion of remediation costs previously paid.  Accordingly, at
September 30, 2001, we had recorded a net receivable of $53.0
million based on the estimated state reimbursements.  In assessing
the probability of state reimbursements, we take into consideration
each state's fund balance, revenue sources, existing claim backlog,
status of clean-up activity and claim ranking systems.  As a result
of these assessments, the recorded receivable amount is net of an
allowance of $7.2 million.

     While there can be no assurance of the timing of the receipt of
state reimbursement funds, based on our experience we expect to
receive the majority of state reimbursement funds, except from
California, within one to three years after our payment of eligible
remediation expenses.  This time period assumes that the state
administrative procedures for processing such reimbursements have
been fully developed.  We estimate that we will receive State of
California reimbursement funds within one to ten years after our
payment of eligible remediation expenses.  As a result of the timing
for reimbursements, we have present-valued the portion of the
recorded receivable amount that relates to remediation activities
that have already been completed at a discount rate of approximately
3.2%.  Thus, the recorded receivable amount is also net of a
discount of $10.7 million.


                                16

<Page>
     The estimated future assessment and remediation expenditures and
related state reimbursement amounts could change in the future as
governmental requirements and state reimbursement programs continue to
be implemented or revised.


ADOPTION OF SFAS NO. 133

     As of January 1, 2001 we adopted the provisions of SFAS No. 133,
which changes the accounting for our interest rate swap and nullifies
the hedge accounting treatment of our yen-denominated debt and royalty
income stream.

     Under SFAS No. 133, the $250 million interest rate swap is being
treated as a cash flow hedge of the interest rate exposure in
connection with our commercial paper program.  The transitional
adjustment as of January 1, 2001 was not material.  Fair value is used
to account for this derivative going forward.  We adjusted the
carrying value of the interest rate swap to fair value at September
30, 2001, which was a liability of $15.1 million.

     We use the royalty receipts collected pursuant to our license
agreement with Seven-Eleven Japan to service the monthly principal
and interest payments on our yen loan.  This arrangement provides an
"economic" hedge against fluctuations in the Japanese yen to U.S.
dollar exchange rate.  Although SFAS No. 133 nullified the hedge
accounting treatment we were applying to the SEJ royalty and yen
loans, our "economic" hedge against changes in the Japanese yen to
U.S. dollar exchange rate remains in place.  Upon adoption of SFAS
No. 133, we converted the yen loans, related interest payable and
the SEJ royalty receivable to reflect the Japanese yen to U.S.
dollar exchange rate quoted for January 1, 2001 (114.35 yen to one
U.S. dollar).  As a result, the transitional adjustment increased
the yen loans, related interest payable and SEJ royalty receivable
by $16.1 million, with an offsetting charge of $9.8 million (net of
$6.3 million of taxes) to Cumulative Effect of Accounting Change.


     ADDITIONAL NEW ACCOUNTING STANDARDS

     SFAS No. 142, "Goodwill and Other Intangible Assets," was
issued in July 2001 and addresses financial accounting and reporting
for acquired goodwill and other intangible assets.  Under the
provisions of SFAS No. 142, there will be no amortization of
goodwill or intangible assets with indefinite lives.  The annual
impact of not amortizing these assets is estimated to be a $19
million decrease in amortization expense.  Impairment of these
assets will need to be assessed annually and in certain
circumstances.

     The provisions of SFAS No. 142 are required to be applied
starting with fiscal years beginning after December 15, 2001, and
must be applied at the beginning of a fiscal year and to all
goodwill and other intangible assets recognized in the financial
statements at that date.  We will adopt the provisions of this
statement on January 1, 2002.

     SFAS No. 143, "Accounting for Asset Retirement Obligations,"
was issued in August 2001 and establishes financial accounting and
reporting standards for obligations associated with the retirement
of tangible long-lived assets and the associated asset retirement
costs.  The provisions of SFAS No. 143 apply to legal obligations
associated with the retirement of long-lived assets that result from
the acquisition, construction, development and/or the normal
operation of a long-lived asset, except for


                               17

<Page>
certain obligations of lessees.  This statement will impact our
accounting for gasoline underground storage tank removal costs.
We are currently reviewing SFAS No. 143, which is effective for
financial statements issued for fiscal years beginning after June
15, 2002, to quantify its impact on the financial statements.  We
must adopt the provisions of this statement no later than January 1,
2003.

     SFAS No. 144, "Accounting for the Impairment or Disposal of
Long-Lived Assets," was issued in October 2001.  SFAS No. 144
provides new guidance on the recognition of impairment losses on
long-lived assets to be held and used or to be disposed of and also
broadens the definition of what constitutes a discontinued operation
and how the results of a discontinued operation are to be measured
and presented.  The Company is currently evaluating this statement
to assess its impact on the financial statements.    The provisions
of SFAS No. 144 are effective for financial statements issued for
fiscal years beginning after December 15, 2001, and must be applied
at the beginning of a fiscal year.  We will adopt the provisions of
this statement on January 1, 2002.



ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

     See "Management's Discussion and Analysis," above.




                         18


<Page>

PART II

OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS.

     There are no reportable suits or proceedings pending or threatened
against the Company, other than as previously reported.

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K.

     (a) Exhibits

         1.  Exhibit (15) - Letter from PricewaterhouseCoopers LLP re
             Unaudited Interim Financial Information

     (b) 8-K Reports:

         During the third quarter of 2001, the Company filed no
             reports on Form 8-K.



                                    19



<Page>


                        SIGNATURES

     Pursuant to the requirements 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.



                                        7-ELEVEN, INC.
                                         (Registrant)




Date:  November 2, 2001             /s/  James W. Keyes
                                    ---------------------------

                                   (Officer)
                                    James W. Keyes
                                    President and Chief
                                    Executive Officer

Date:  November 2, 2001             /s/  Donald E. Thomas
                                    ---------------------------

                                   (Principal Accounting Officer)
                                    Donald E. Thomas
                                    Vice President, Chief Accounting
                                    Officer and Controller






                            20