<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 March 31, 2002

                                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:

  104,829,197 shares of common stock, $.0001 par value (the
issuer's only class of common stock), were outstanding as of
March 31, 2002.



<Page>


                          7-ELEVEN, INC.
                               INDEX


                                                             PAGE
                                                              NO.
                                                             ----

Part I.  FINANCIAL INFORMATION

ITEM 1.  FINANCIAL STATEMENTS:

         Condensed Consolidated Balance Sheets -
           December 31, 2001 and March 31, 2002                 1

         Condensed Consolidated Statements of Earnings -
           Three Months Ended March 31,2001 and 2002            2

         Condensed Consolidated Statements of Cash Flows -
           Three Months Ended March 31, 2001 and 2002           3

         Notes to Condensed Consolidated Financial Statements   4

         Report of Independent Accountants                     10


ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
           CONDITION AND RESULTS OF OPERATIONS                 11

ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT
           MARKET RISK                                         19

Part II. OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS                                     19

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

SIGNATURES                                                     20


Exhibit (10)- Amendment, executed as of March 31, 2002, to the
Credit Agreement of January 25, 2001, among 7-Eleven, Inc., the
financial institutions party thereto as Senior Lenders, Citibank,
N.A., as Administrative Agent, The Sakura Bank, Limited, New York
Branch, as Co-Agent and Salomon Smith Barney, Inc., as Sole
Lead Arranger and Sole Book Manager                          Tab 1*

Exhibit (15) - Letter re Unaudited Interim Financial
                 Information                                 Tab 2







*  Submitted with filing; not attached hereto.




                                    (i)

<Page>
<Table>
<Caption>
                             7-ELEVEN, INC. AND SUBSIDIARIES

                               CONSOLIDATED BALANCE SHEETS
                       (DOLLARS IN THOUSANDS, EXCEPT PER-SHARE DATA)




                                                               DECEMBER 31,       MARCH 31,
                                                                  2001              2002
                                                              -------------    -------------
<S>                                                           <C>              <C>
                                                                                (Unaudited)
ASSETS
Current assets:
   Cash and cash equivalents                                  $    125,599     $     92,086
   Accounts receivable                                             223,434          229,112
   Inventories                                                     114,529          108,485
   Other current assets                                            168,685          180,948
                                                              -------------    -------------
       Total current assets                                        632,247          610,631
Property and equipment                                           2,013,347        2,078,511
Other assets                                                       257,235          255,937
                                                              -------------    -------------
       Total assets                                           $  2,902,829     $  2,945,079
                                                              =============    =============

LIABILITIES AND SHAREHOLDERS' EQUITY
Current liabilities:
   Trade accounts payable                                     $    225,723     $    242,072
   Accrued expenses and other liabilities                          415,269          378,819
   Commercial paper                                                 71,635          121,466
   Long-term debt due within one year                               79,073           76,837
                                                              -------------    -------------
       Total current liabilities                                   791,700          819,194
Deferred credits and other liabilities                             294,747          337,830
Long-term debt                                                   1,283,907        1,292,608
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                                            1,166,624        1,166,832
   Unearned compensation                                              -                (104)
   Accumulated deficit                                          (1,002,884)      (1,041,476)
   Accumulated other comprehensive loss                            (11,275)          (9,815)
                                                              -------------    -------------
       Total shareholders' equity                                  152,475          115,447
                                                              -------------    -------------
       Total liabilities and shareholders' equity             $  2,902,829     $  2,945,079
                                                              =============    =============
</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
                                                                     ENDED MARCH 31
                                                              -----------------------------
                                                                   2001             2002
                                                              --------------   ------------
<S                                                            <C>              <C>
REVENUES:
  Merchandise sales (including $145,076 and
       $154,947 in excise taxes)                              $  1,541,522     $  1,615,748
  Gasoline sales (including $171,966 and
       $181,142 in excise taxes)                                   660,858          570,735
                                                              -------------    ------------
       Net sales                                                 2,202,380        2,186,483
  Other income                                                      26,250           26,520
                                                              -------------    ------------
       Total revenues                                            2,228,630        2,213,003

COSTS AND EXPENSES:
  Merchandise cost of goods sold                                 1,021,650        1,057,590
  Gasoline cost of goods sold                                      609,505          527,178
                                                              ------------     ------------
       Total cost of goods sold                                  1,631,155        1,584,768
  Franchisee gross profit expense                                  153,961          162,899
  Operating, selling, general and administrative expenses          420,801          457,479
  Interest expense, net                                             17,149           15,810
                                                              ------------     ------------
       Total costs and expenses                                  2,223,066        2,220,956
                                                              ------------     ------------

EARNINGS (LOSS) FROM CONTINUING OPERATIONS BEFORE INCOME
  TAX EXPENSE (BENEFIT) AND CUMULATIVE EFFECT OF
  ACCOUNTING CHANGE                                                  5,564           (7,953)

INCOME TAX EXPENSE (BENEFIT)                                         2,170           (3,181)
                                                              ------------     -------------
EARNINGS (LOSS) FROM CONTINUING OPERATIONS BEFORE
  CUMULATIVE EFFECT OF ACCOUNTING CHANGE                             3,394           (4,772)

LOSS ON DISCONTINUED OPERATIONS
  (net of tax benefit of $676 and $3,788)                           (1,057)          (5,681)

CUMULATIVE EFFECT OF ACCOUNTING CHANGE
  (net of tax benefit of $6,295 and $18,759)                        (9,847)         (28,139)
                                                              -------------    -------------
NET LOSS                                                      $     (7,510)    $    (38,592)
                                                              =============    =============
NET EARNINGS (LOSS) PER COMMON SHARE:
  BASIC
   Earnings (loss) from continuing operations before
     cumulative effect of accounting change                   $        .03     $       (.05)
   Loss on discontinued operations                                    (.01)            (.05)
   Cumulative effect of accounting change                             (.09)            (.27)
                                                              -------------    -------------
   Net loss                                                   $       (.07)    $       (.37)
                                                              =============    =============
  DILUTED
   Earnings (loss) from continuing operations before
     cumulative effect of accounting change                   $        .03     $       (.05)
   Loss on discontinued operations                                    (.01)            (.05)
   Cumulative effect of accounting change                             (.09)            (.27)
                                                              -------------    -------------
   Net loss                                                   $       (.07)    $       (.37)
                                                              =============    =============






              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)
                                                                                      THREE MONTHS ENDED
                                                                                           MARCH 31
                                                                                ------------------------------
                                                                                     2001            2002
                                                                                -------------    -------------
<S>                                                                             <C>              <C>
CASH FLOWS FROM OPERATING ACTIVITIES:
    Net loss                                                                    $     (7,510)    $    (38,592)
    Adjustments to reconcile net loss to net cash provided
        by operating activities:
        Cumulative effect of accounting change                                         9,847           28,139
        Depreciation and amortization of property and equipment                       59,360           66,295
        Other amortization                                                             5,017               89
        Deferred income tax (benefit) expense                                         (2,331)           1,666
        Noncash interest expense                                                         741              258
        Foreign currency net conversion gain                                         (11,216)          (1,210)
        Other noncash income                                                          (1,997)             (62)
        Net loss on property and equipment                                               379            1,446
        Decrease (increase) in accounts receivable                                    24,441           (4,213)
        Decrease in inventories                                                        2,168            6,044
        (Increase) decrease in other assets                                          (35,052)           4,300
        Decrease in trade accounts payable and other liabilities                     (42,371)         (10,202)
                                                                                -------------    -------------
                  Net cash provided by operating activities                            1,476           53,958
                                                                                -------------    -------------
CASH FLOWS FROM INVESTING ACTIVITIES:
    Payments for purchase of property and equipment                                  (68,315)        (113,827)
    Proceeds from sale of property and equipment                                       2,395            2,286
    Proceeds from sale of domestic securities                                          2,000              746
    Restricted cash                                                                      -            (12,300)
    Other                                                                                252               28
                                                                                -------------    -------------
                  Net cash used in investing activities                              (63,668)        (123,067)
                                                                                -------------    -------------
CASH FLOWS FROM FINANCING ACTIVITIES:
    Proceeds from commercial paper and revolving credit facilities                 1,119,671        1,292,872
    Payments under commercial paper and revolving credit facilities               (1,066,034)      (1,242,943)
    Principal payments under long-term debt agreements                               (19,581)          (5,817)
    Decrease in outstanding checks in excess of cash in bank                         (10,224)          (7,825)
    Net proceeds from issuance of common stock                                           223               51
    Other                                                                               (587)            (742)
                                                                                -------------    -------------
                  Net cash provided by financing activities                           23,468           35,596
                                                                                -------------    -------------
NET DECREASE IN CASH AND CASH EQUIVALENTS                                            (38,724)         (33,513)
CASH AND CASH EQUIVALENTS AT BEGINNING OF YEAR                                       133,178          125,599
                                                                                -------------    -------------
CASH AND CASH EQUIVALENTS AT END OF PERIOD                                      $     94,454     $     92,086
                                                                                =============    =============

RELATED DISCLOSURES FOR CASH FLOW REPORTING:
    Interest paid, excluding SFAS No.15 Interest                                $    (19,160)    $    (17,696)
                                                                                =============    =============
    Net income taxes refunded                                                   $      9,067     $      6,289
                                                                                =============    =============
    Assets obtained by entering into capital leases                             $      5,462     $     13,556
                                                                                =============    =============


                                  See notes to condensed consolidated financial statements.
</Table>


                                                        3



<Page>
                7-ELEVEN, INC. AND SUBSIDIARIES

        NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
              THREE MONTHS ENDED MARCH 31, 2002

                      (UNAUDITED)

1.     BASIS OF PRESENTATION

     The condensed consolidated balance sheet as of March 31,
2002, and the condensed consolidated statements of earnings
and cash flows for the three-month periods ended
March 31, 2001 and 2002, 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 March 31, 2002, 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, 2001, 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, 2001, include accounting policies and additional
information pertinent to an understanding of both the
December 31, 2001, balance sheet and the interim financial
statements.  The information has not changed except as a
result of normal transactions in the three months ended March
31, 2002, and as discussed in the following notes.

2.     GOODWILL AND OTHER INTANGIBLE ASSETS

     Effective January 1, 2002, the Company adopted the
provisions of Statement of Financial Accounting Standards
("SFAS") No. 142, "Goodwill and Other Intangible Assets."
SFAS No. 142 addresses financial accounting and reporting for
acquired goodwill and other intangible assets. The statement
eliminates amortization of goodwill and intangible assets
with indefinite lives and requires a transitional impairment
test of these assets within six months of the date of
adoption and an annual impairment test thereafter and in
certain circumstances.  The Company has completed the
transitional impairment tests of goodwill and intangible
assets with indefinite lives as of January 1, 2002, and no
impairment was noted.



                            4

     Included in other assets in the accompanying Condensed
Consolidated Balance Sheets are the following amounts for
intangible assets and goodwill (in thousands):

<Table>
<Caption>

                                               December 31,     March 31,
                                                  2001            2002
                                               -----------    -----------
<S>                                           <C>            <C>
SEJ license royalty intangible                 $   89,420    $   89,420
Other license royalty intangibles                  15,836        15,836
Goodwill                                           29,086        29,333
Other intangibles                                   3,989         3,969
                                              -----------    -----------
                                               $  138,331    $  138,558
                                              ===========    ===========
</Table>

     Other intangible assets that will continue to be amortized
over their remaining useful lives totaled $1.4 million and $1.3
million as of December 31, 2001 and March 31, 2002,
respectively.

     The following is a reconciliation of the net loss and
the basic and diluted net loss per common share between the
amounts reported by the Company and the adjusted amounts
reflecting the new accounting requirements for the periods
presented (in thousands, except per-share data):

<Table>
<Caption>

                                                        Three Months Ended March 31
                                                      --------------------------------
                                                          2001             2002
                                                      --------------    ---------------
<S>                                                   <C>               <C>
Net loss as reported                                  $      (7,510)    $     (38,592)
Add back:
   Goodwill amortization, net of tax                            120               -
   Indefinite-lived intangibles amortization,
       net of tax                                             2,886               -
                                                      --------------    ---------------
Net loss as adjusted                                  $      (4,504)    $     (38,592)
                                                      ==============    ===============

Basic and Diluted net loss per common share:
Net loss as reported                                  $        (.07)    $        (.37)
Add back:
   Goodwill amortization, net of tax                             -                 -
   Indefinite-lived intangibles amortization,
       net of tax                                               .03                -
                                                      --------------    ---------------
Net loss as adjusted                                  $        (.04)    $        (.37)
                                                      ==============    ===============
</Table>


3.     ASSET RETIREMENT OBLIGATION

     Effective January 1, 2002, the Company adopted the
provisions of SFAS No. 143, "Accounting for Asset Retirement
Obligations."  SFAS No. 143 generally applies 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.  SFAS No. 143 requires the Company to recognize an
estimated liability for the removal of its underground
gasoline storage tanks.



                       5


<Page>

     As of January 1, 2002, the Company recognizes the
future cost to remove an underground storage tank over the
estimated useful life of the storage tank in accordance with
the provisions of SFAS No. 143.  A liability for the fair
value of an asset retirement obligation with a corresponding
increase to the carrying value of the related long-lived
asset is recorded at the time an underground storage tank is
installed.  The Company will amortize the amount added to
property and equipment and recognize accretion expense in
connection with the discounted liability over the remaining
life of the respective underground storage tank.

     The estimated liability is based on historical
experience in removing these tanks, estimated tank useful
lives, external estimates as to the cost to remove the tanks
in the future and federal and state regulatory requirements.
The liability is a discounted liability using a credit-
adjusted risk-free rate of approximately 8%.  Revisions to
the liability could occur due to changes in tank removal
costs, tank useful lives or if federal or state regulators
enact new guidance on the removal of such tanks.

Upon adoption of SFAS No. 143, the Company recorded a
discounted liability of $53.6 million, increased net property
and equipment by $6.7 million and recognized a one-time
cumulative effect charge of $28.1 million (net of deferred
tax benefit of $18.8 million).  The Company will amortize the
amount added to property and equipment and recognize
accretion expense in connection with the discounted liability
over the remaining lives of the respective underground
storage tanks.  Pro forma effects for the three months ended
March 31, 2001, assuming the adoption of SFAS No. 143 as of
January 1, 2001, were not material to net earnings or
earnings per share.

A reconciliation of the Company's liability for the
three months ended March 31, 2002, is as follows (in
thousands):


Upon adoption at January 1, 2002          $  53,648
Liabilities incurred                            -
Liabilities settled                            (259)
Accretion expense                               685
Revisions to estimate                           -
                                          ----------
                                          $  54,074
                                          ==========

     As of March 31, 2002, $1.8 million of the $54.1 million
liability is included in accrued expenses and other
liabilities in the accompanying Condensed Consolidated
Balance Sheet. The remaining $52.3 million is included in
deferred credits and other liabilities in the accompanying
Condensed Consolidated Balance Sheet.

4.     STORE CLOSINGS, ASSET IMPAIRMENT AND COST REDUCTIONS

      The Company adopted the provisions of SFAS No. 144,
"Accounting for the Impairment or Disposal of Long-Lived
Assets," effective January 1, 2002.  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.  The
statement 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 provisions
did not have a material impact on the Company's impairment


                         6

<Page>

policy or net earnings; however, adoption of the standard
resulted in classifying the operations of certain stores as
discontinued operations in the accompanying Condensed
Consolidated Statements of Earnings.

      The Company writes down property and equipment of
stores it is closing to estimated net realizable value at the
time that management commits to a plan to close such stores.
If the stores are leased, the Company will also accrue for
related future estimated rent and other expenses if the
expenses are expected to exceed estimated sublease rental
income.  The Company bases the estimated net realizable value
of property and equipment on its experience in utilizing
and/or disposing of similar assets and on estimates provided
by its own and/or third-party real estate experts.  The
Company also uses its experience in subleasing similar
property to estimate future sublease income.

      The Company's long-lived assets are reviewed for
impairment and written down to fair value whenever events or
changes in circumstances indicate that the carrying value may
not be recoverable.

      Effective January 1, 2002, the results of operations of
certain owned and leased stores are presented as discontinued
operations in accordance with the provisions of SFAS No. 144.
The results of operations of owned stores are presented as
discontinued operations beginning in the quarter in which
management commits to a plan to close the related store.  The
results of operations of a leased store are presented as
discontinued operations beginning in the quarter in which the
related store ceases operations.  The results of operations
include related write downs of stores to estimated net
realizable value and accruals for future estimated rent and
other expenses in excess of estimated sublease rental income.

      In the first quarter of 2002, management committed to a
plan to close up to 128 underperforming stores in 2002.  The
stores being closed include those stores for which the
Company recorded an asset impairment charge of $5.3 million
in the fourth quarter of 2001.  In connection with the
planned store closings, the Company recorded a pretax charge
of $11.8 million in the first quarter of 2002 for write downs
of stores to net realizable value and for anticipated future
rent and other expenses in excess of related estimated
sublease income.  Of the $11.8 million, $5.2 million is
included in operating, selling, general and administrative
("OSG&A") expenses and the remaining $6.6 million is included
in discontinued operations in the accompanying Condensed
Consolidated Statements of Earnings.  As of March 31, 2002,
the Company had closed 84 stores.

     For the three months ended March 31, 2001 and 2002, the
stores presented as discontinued operations had total
revenues of $25.5 million and $12.2 million, respectively,
and pretax operating losses of $1.7 million and $9.5 million,
respectively.  For the three months ended March 31, 2002,
$6.6 million of the operating loss represents write downs of
stores to net realizable value and accruals for anticipated
future rent and other expenses in excess of related estimated
sublease income.

      As of December 31, 2001 and March 31, 2002, assets held
for sale were $15.0 million and $14.1 million, respectively,
and are included in other current assets in the accompanying
Condensed Consolidated Balance Sheets. The properties are
being actively marketed and, as of March 31, 2002, no
property had been disposed of.


                             7

     In addition to the store closings, the Company initiated
cost reduction efforts to streamline administrative functions
and consolidate divisions, resulting in the elimination of
125 positions.  The results of operations for the three
months ended March 31, 2002, include a $6.9 million charge to
OSG&A expense for severance costs and other expenses.  As of
March 31, 2002, $2.7 million was included in accrued expenses
and other liabilities in the accompanying Condensed
Consolidated Balance Sheet relating to unpaid severance
costs.

5.     AMENDMENT TO CREDIT AGREEMENT

The Company is obligated to a group of lenders under a
$200 million unsecured revolving credit agreement ("Credit
Agreement").  Effective March 31, 2002, the Company executed
an amendment to the Credit Agreement.

The amendment modified the applicable margin rate; the
facility fee and utilization fee remained unchanged.  The
applicable margin rate was 0.725% as of March 31, 2002.  The
amendment includes modifications to existing financial and
operating covenants that require, among other things, the
maintenance of certain financial ratios.  In addition, the
amendment adds a new financial covenant of senior
indebtedness to earnings before interest, income taxes,
depreciation, amortization and the interest component of rent
expense on certain lease facilities.

6.   COMPREHENSIVE EARNINGS

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


<Table>
<Caption>


                                                                          Three Months
                                                                          Ended March 31
                                                                    ---------------------------
                                                                         2001          2002
                                                                    ------------  -------------
<S>                                                                 <C>           <C>
Net loss                                                             $   (7,510)   $  (38,592)
Other comprehensive earnings (loss):
    Unrealized gains on equity securities
        (net of $319 and $167 deferred taxes)                               499           262
    Reclassification adjustments for gains included
        in net earnings (net of $782 and $292 deferred taxes)            (1,224)         (456)
    Unrealized net gain (loss) related to interest rate swap
        (net of ($2,984) and $958 deferred tax)                          (2,870)        2,003
    Foreign currency translation adjustments                             (4,319)         (349)
                                                                    ------------  -------------
        Other comprehensive earnings (loss)                              (7,914)        1,460
                                                                    ------------  -------------
Total comprehensive loss                                             $  (15,424)   $  (37,132)
                                                                    ============  =============
</Table>


                                           8

<Page>

7.   EARNINGS PER SHARE

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

<Table>
<Caption>
                                                                             THREE MONTHS
                                                                            ENDED MARCH 31
                                                                    ----------------------------
                                                                         2001           2002
                                                                    -------------   ------------
<S>                                                                 <C>             <C>
BASIC:
Earnings (loss) from continuing operations before
  cumulative effect of accounting change                            $     3,394     $    (4,772)
Loss on discontinued operations                                          (1,057)         (5,681)
Cumulative effect of accounting change                                   (9,847)        (28,139)
                                                                    ------------    ------------
Net loss                                                            $    (7,510)    $   (38,592)
                                                                    ============    ============
Weighted-average common shares outstanding                              104,788         104,819
                                                                    ============    ============

Earnings (loss) per common share from continuing operations
  before cumulative effect of accounting change                     $       .03     $      (.05)
Loss per common share on discontinued operations                           (.01)           (.05)
Loss per common share on cumulative effect of accounting change            (.09)           (.27)
                                                                    ------------    ------------
Net loss per common share                                           $      (.07)    $      (.37)
                                                                    ============    =============

DILUTED:
Earnings (loss) from continuing operations before
  cumulative effect of accounting change                            $     3,394     $    (4,772)
Add interest on convertible quarterly income debt
  securities, net of tax  (A)                                                -               -
                                                                    -------------   -------------
Earnings (loss) from continuing operations before cumulative
  effect of accounting change plus assumed conversions                    3,394          (4,772)
Loss on discontinued operations                                          (1,057)         (5,681)
Cumulative effect of accounting change                                   (9,847)        (28,139)
                                                                    -------------   -------------
Net loss plus assumed conversions                                   $    (7,510)    $   (38,592)
                                                                    =============   =============

Weighted-average common shares outstanding (Basic)                      104,788         104,819
Add effects of assumed conversions:
     Stock options (B)                                                       84              -
     Convertible quarterly income debt securities (A)                        -               -
                                                                    -------------   -------------
Weighted-average common shares outstanding plus shares
     from assumed conversions (Diluted)                                 104,872         104,819
                                                                    =============   =============

Earnings (loss) per common share from continuing operations
     before cumulative effect of accounting change                  $       .03     $      (.05)
Loss per common share on discontinued operations                           (.01)           (.05)
Loss per common share on cumulative effect of
     accounting change                                                     (.09)           (.27)
                                                                    -------------   -------------
Net loss per common share                                           $      (.07)    $      (.37)
                                                                    =============   =============


</Table>

(A) The convertible quarterly income debt securities, which
are convertible into 20,924,069 common shares, are not
assumed converted for the three-month periods ended
March 31, 2001 and 2002, as they have an antidilutive
effect on earnings per share.

(B) The weighted-average shares for the three months ended
March 31, 2002, do not assume exercise of the stock
options as they have an antidilutive effect on earnings
per share.



                             9



                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 March
31, 2002, and the related condensed consolidated statements
of earnings and cash flows for each of the three-month
periods ended March 31, 2002 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, 2001, 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 January 31, 2002,
except as to Note 19, for which the date is February 6, 2002,
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, 2001, is fairly stated in all
material respects in relation to the consolidated balance
sheet from which it has been derived.



                    PRICEWATERHOUSECOOPERS LLP
Dallas, Texas
April 23, 2002


                            10


<Page>

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.

We are the world's largest operator, franchisor and
licensor of convenience stores and the largest convenience
store chain in North America.  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, selling, general and
administrative, occupancy and interest expense and taxes.

FIRST QUARTER 2002 BUSINESS ISSUES

     STORE CLOSINGS AND COST REDUCTIONS

      During the three months ended March 31, 2002, we
committed to a plan to close up to 128 underperforming
stores.  The stores being closed include those stores for
which we recorded an asset impairment charge of $5.3 million
in the fourth quarter of 2001.  In connection with the
planned store closings, we recorded a pretax charge of $11.8
million in the first quarter of 2002 for write-downs of
stores to net realizable value and for anticipated future
rent and other expenses in excess of related estimated
sublease income. Of the $11.8 million, $5.2 million is
included in Operating, Selling, General and Administrative
("OSG&A") expense and the remaining $6.6 million is included
in discontinued operations in the Condensed Consolidated
Statements of Earnings.  During the first quarter of 2002 we
closed 84 stores.  We anticipate the remainder of the stores
identified for closing under our plan will be closed by year-
end 2002.

In addition, during the first quarter of 2002, we
initiated cost reduction efforts to streamline administrative
functions and consolidate divisions, resulting in the
elimination of 125 positions.  Our results of operations for
the three months ended March 31, 2002, include a $6.9 million
pretax charge to OSG&A expense for severance costs and other
expenses.



                    11

      We expect to realize an annual pretax operating
earnings benefit of $17 million due to our cost reduction
efforts.  We will not realize the full amount of this annual
benefit, however, until 2003.  We intend to initiate and
continue other cost reductions to improve operating earnings
such as standardized procurement procedures, negotiating a
new distribution services agreement with favorable terms and
reviewing our administrative structure.

      NEW ACCOUNTING STANDARDS

      We adopted three new accounting standards effective
January 1, 2002, which had an impact on our reported results
of operations.  We adopted Statement of Financial Accounting
Standard ("SFAS") No. 142, "Goodwill and Other Intangible
Assets."  Adopting SFAS No. 142 means we no longer amortize
goodwill and certain intangible assets.  This resulted in a
reduction in amortization expense in the first quarter of
2002 of $4.9 million.

We adopted the provisions of SFAS No. 143,
"Accounting for Asset Retirement Obligations," which for
our purposes relates to the accounting for costs associated
with future removal of underground gasoline storage tanks.
This adoption resulted in a one-time, cumulative effect
after-tax charge of $28.1 million and will reduce our 2002
earnings from continuing operations before cumulative
effect of accounting change by approximately $2 million.

      SFAS No. 144, "Accounting for the Impairment or
Disposal of Long-Lived Assets," provides new guidance on
the recognition of impairment losses on long-lived assets
to be held and used or to be disposed of.  This statement
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 provisions did not have a material impact on our net
earnings; however, adoption of the standard resulted in our
presenting discontinued operations in the Condensed
Consolidated Statement of Earnings.  See "Critical
Accounting Policies and Estimates -- Store Closings and
Asset Impairment" and "Comparison of Three Months Ended
March 31, 2002 to Three Months Ended March 31, 2001 --
Discontinued Operations."

CRITICAL ACCOUNTING POLICIES AND ESTIMATES

     STORE CLOSINGS AND ASSET IMPAIRMENT

  We write down property and equipment of stores we are
closing to estimated net realizable value at the time we
commit to a plan to close such stores.  If we lease the
store, we will also accrue for related future estimated
rent and other expenses if we believe the expenses will
exceed estimated sublease rental income.  We base the
estimated net realizable value of property and equipment on
our experience in utilizing and/or disposing of similar
assets and on estimates provided by our own and/or third-
party real estate experts.  We also use our experience in
subleasing similar property to estimate future sublease
income.  If there is a significant change in the real
estate market, our net realizable value estimates and/or
our estimated future sublease income could change
materially.

      We review our long-lived assets for impairment and
write them down to fair value whenever events or changes in
circumstances indicate that the carrying value may not be
recoverable.



                         12

      Effective January 1, 2002, we present the results of
operations of certain owned and leased stores as discontinued
operations in accordance with the provisions of SFAS No. 144
(see "First Quarter 2002 Business Issues - New Accounting
Standards").  The results of operations of owned stores are
reflected in discontinued operations beginning in the quarter
in which management commits to a plan to close the related
store.  The results of operations of leased stores are
reflected in discontinued operations beginning in the quarter
in which the related store is actually closed. The results of
operations include related write-downs of stores to estimated
net realizable value and accruals for future estimated rent
and other expenses in excess of estimated sublease rental
income.

ASSET RETIREMENT OBLIGATIONS

      Effective January 1, 2002, we recognize the future cost
to remove an underground storage tank over the estimated
useful life of the storage tank in accordance with the
provisions of SFAS No. 143 (see "First Quarter 2002 Business
Issues - New Accounting Standards").  SFAS 143 requires that
we record a liability for the fair value of an asset
retirement obligation with a corresponding increase to the
carrying value of the related long-lived asset.  We will
amortize the amount added to property and equipment and
recognize accretion expense in connection with the discounted
liability over the remaining lives of the respective
underground storage tanks.

      Our liability estimate is based on historical
experience in removing these tanks, estimated tank useful
lives, external estimates as to the cost to remove the tanks
in the future and federal and state regulatory requirements.
The liability is a discounted liability using a credit-
adjusted risk-free rate of approximately 8%.  Revisions to
the liability could occur due to changes in tank removal
costs, tank useful lives or if federal or state regulators
enact new guidance on the removal of such tanks.

COMPARISON OF THREE MONTHS ENDED MARCH 31, 2002
TO THREE MONTHS ENDED MARCH 31, 2001


<Table>
<Caption>

NET SALES

                                                         Three Months Ended
                                                              March 31
                                                     ----------------------
                                                         2001          2002
                                                       -------        --------
<S>                                                   <C>             <C>
Net Sales: (in millions)
   Merchandise sales                                   $1,541.5      $1,615.8
   Gasoline sales                                         660.9         570.7
                                                       --------      --------
Total net sales                                        $2,202.4      $2,186.5
U.S. same store merchandise sales growth                    3.5%          3.7%
Gasoline gallons sold (in millions)                       445.0         476.4
Gasoline gallon sales change per store month                5.3%          2.4%
Average retail price of gasoline per gallon            $    1.49     $    1.20

</Table>


      Merchandise sales for the three months ended March 31,
2002, increased $74.2 million, or 4.8%, over the same period
in 2001.  U.S. same-store merchandise sales growth was 3.7%
for the three months ended March 31, 2002, on top of 3.5% for
the three months ended March 31, 2001.  Key contributors to
the merchandise sales growth in 2002 were increases in the
sales of prepaid cards, beer, non-carbonated beverages,
cigarettes and coffee.  Increases in the retail price of
cigarettes due to wholesale cost increases accounted for less
than 1.5% of growth in 2002 and less than 1% of such growth
in 2001.




                                 13

      Gasoline sales for the three months ended March 31, 2002,
decreased $90.1 million or 13.6% compared to the same period in
2001.  We attribute this decrease to a decline of 29 cents per
gallon in our average retail price of gasoline in the first
quarter of 2002.  Partially offsetting the decrease in the
retail price of gasoline was an increase in gallons sold of
7.1% to 476.4 million gallons.  This translated into a 2.4%
growth in gallons sold per-store month, which is primarily due
to the addition of new higher-volume gasoline stores, which
typically have more gasoline pumps than existing stores.

<Table>
<Caption>

GROSS PROFIT
                                                            Three Months Ended
                                                                 March 31
                                                         ---------------------
                                                            2001          2002
                                                           --------      --------
<S>                                                        <C>          <C>
Gross Profit (in millions)
   Merchandise gross profit                                $ 519.9       $ 558.2
   Gasoline gross profit                                      51.4          43.6
                                                           --------      --------
Total gross profit                                         $ 571.3       $ 601.8
Merchandise gross profit margin                               33.72%        34.54%
Merchandise gross profit growth per store month                2.1%          5.8%
Gasoline gross profit margin cents per gallon                 11.5           9.1
Gasoline gross profit change per store month                  (1.6)%       (18.8)%

</Table>

      Merchandise gross profit for the three months ended
March 31, 2002, increased $38.3 million, or 7.4%, over the
same period in 2001 as a result of higher sales and an
increase in our gross profit margin to 34.54% for the first
quarter of 2002 from 33.72% for the same period in 2001.  Our
increases in overall gross profit margin and gross profit per
store are attributable to our continued focus on improved
cost of goods management.  Initiatives include improved daily
cost reporting and enhanced competitive bidding practices.
We anticipate that our merchandise gross profit margin will
improve modestly in 2002 over the gross profit margins we
achieved during 2001, through aggressive monitoring of our
retail pricing and continued efforts to reduce our cost of
goods sold.

Gasoline gross profit for the three months ended March
31, 2002, decreased $7.8 million, or 15.2%, to $43.6 million.
Expressed as cents per gallon, our gasoline margin was
9.1 cents in the first quarter of 2002 compared to 11.5 cents
in the first quarter of 2001. Early in the first quarter of
2002, retail prices fell faster than wholesale costs causing
lower retail margins.  The trend was reversed in March 2002
as increases in retail prices rose at a faster pace than did
increases in wholesale costs. The March 2002 trend caused
retail margins to widen.  Based on current market conditions,
we expect more favorable gasoline margins during the
remainder of the year.

OTHER INCOME

      Other income for the three months ended March 31, 2002,
was $26.5 million, an increase of $270,000, or 1.0%, from
$26.3 million for the same period in 2001. Our royalty income
from our area licensees was $19.7 million for the three
months ended March 31, 2002, compared to $20.2 million for
the same period in 2001.  This decrease is primarily due to
strengthening of the dollar against the Japanese yen in the
first quarter of 2002 compared to 2001.




                               14

     FRANCHISEE GROSS PROFIT EXPENSE

      Franchisee gross profit expense for the three months
ended March 31, 2002, was $162.9 million, an increase of $8.9
million, or 5.8%, from $154.0 million for the same period in
2001.  The increase is due 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)

      The primary components of OSG&A are store labor,
occupancy (including depreciation) and corporate expenses.
OSG&A for the three months ended March 31, 2002, was
$457.5 million, an increase of $36.7 million, or 8.7%, from
$420.8 million for the same period in 2001.  Excluding the
one-time charges of store write-downs and anticipated future
rent of $5.2 million, the severance and other expenses of
$6.9 million (see "First Quarter 2002 Business Issues --
Store Closings and Cost Reductions"), an $11.6 million impact
of the change in currency conversion gain from 2001 to 2002,
which primarily relates to our yen-denominated loans, and the
elimination of $4.9 million of amortization expense in 2002
due to the adoption of SFAS No. 142 (see "First Quarter 2002
Business Issues - New Accounting Standards"), OSG&A increased
$17.9 million or 4.2% to $446.5 million.  The primary drivers
of the increase were higher occupancy expenses from new store
openings and labor and environmental costs.

The ratio of OSG&A to net sales increased to 20.9% for
the first quarter of 2002 from 19.1% for the first quarter of
2001.  Excluding the 29-cent decline in the retail price of
gasoline, the one-time charges, the currency conversion gain,
and the elimination of amortization, the ratio of OSG&A to net
sales for the first quarter 2002 was 19.2% compared to 19.5%
for the first quarter of 2001.  We expect pressure on this
ratio will result from our continued efforts to enhance our
store image and grow our store base.  To mitigate this impact,
we continue to focus on our expense reduction efforts.

     INTEREST EXPENSE, NET

      Net interest expense for the three months ended March 31,
2002, was $15.8 million, a decrease of $1.3 million, or 7.8%,
from $17.1 million for the same period in 2001.  The decrease
is primarily due to lower interest rates during the quarter on
our variable rate debt.

      In accordance with SFAS No. 15, "Accounting by Debtors
and Creditors for Troubled Debt Restructuring," our debentures
are recorded at an amount equal to the undiscounted cash
payments of both principal and interest, and we do not
recognize interest expense on our debentures in our Condensed
Consolidated Statement of Earnings.  Accordingly, we charge the
cash interest payments against the recorded amount of the
debentures.

INCOME TAX EXPENSE

      Income tax benefit for the three months ended March 31,
2002, was $3.2 million compared to income tax expense of $2.2
million for the same period in 2001.  Our effective tax rate
was 40.0% for the first quarter of 2002 compared to 39.0% for
the first quarter of 2001.




                           15

     EARNINGS (LOSS) FROM CONTINUING OPERATIONS

For the three months ended March 31, 2002, our loss
from continuing operations before cumulative effect of
accounting change was $4.8 million ($0.05 per diluted share),
compared to earnings of $3.4 million ($0.03 per diluted share)
for the same period in 2001.

DISCONTINUED OPERATIONS

Discontinued operations for the three months ended
March 31, 2002, resulted in a loss of $5.7 million (net of
$3.8 million tax benefit) compared to a loss of $1.1 million
(net of $676,000 tax benefit) for the same period in 2001.
Included in the discontinued operations loss for the three
months ended March 31, 2002, is the charge for write-downs
of stores to net realizable value and anticipated future
rent and other expenses in excess of related estimated
sublease income of $4.0 million (net of $2.6 million tax
benefit).  See "First Quarter 2002 Business Issues - Store
Closings and Cost Reductions."

The stores included in discontinued operations for the
three months ended March 31, 2002 and 2001, had total
revenues of $12.2 million and $25.5 million, respectively,
and pretax operating losses of $9.5 million and $1.7
million, respectively.

CUMULATIVE EFFECT OF ACCOUNTING CHANGE

      On January 1, 2002, we adopted SFAS No. 143,
"Accounting for Asset Retirement Obligations," which
resulted in a one-time charge of $28.1 million, net of
deferred tax benefit, related to the cumulative effect of
the accounting change which relates to the accounting for
costs associated with future removal of underground storage
tanks.

On January 1, 2001, we adopted SFAS No. 133,
"Accounting for Derivative Instruments and Hedging
Activities," which resulted in a one-time charge of $9.8
million, net of deferred tax benefit, related to the
cumulative effect of the accounting change on our yen-
denominated debt.

     NET EARNINGS

Net loss for the three months ended March 31, 2002, was
$38.6 million ($0.37 per diluted share), compared to a net
loss of $7.5 million ($0.07 per diluted share) for the same
period in 2001.

     SEASONALITY

      Weather conditions can have a significant impact on our
sales, as buying patterns have shown that our customers
increase their transactions and also purchase higher profit
margin products when weather conditions are favorable.
Consequently, our results are seasonal, and we typically earn
more during the warmer second and third quarters.




                       16

LIQUIDITY AND CAPITAL RESOURCES

      We obtain the majority of our working capital from three
sources:

      *  cash flows generated from our operating activities;
      *  $650 million commercial paper facility,
         guaranteed by Ito-Yokado Co., Ltd.; and
      *  borrowings of up to $200 million under our revolving
         credit facility.

      We believe that operating activities, available working
capital sources and additional borrowings will provide
sufficient liquidity in 2002 to fund our operating costs,
capital expenditures and debt service.  In addition, we intend
to continue accessing the leasing market to finance our new
stores and certain equipment, including potentially Vcom
kiosks.

      We expect capital expenditures for 2002, excluding lease
commitments, to be between $450 million and $500 million.  Our
capital expenditures increased more than 66% for the three
months ended March 31, 2002, compared to the same period in
2001.  Our new capital lease commitments during the first
quarter of 2002 were $13.6 million compared to $5.5 million
for the same period in 2001.  These increases are due to our
growth initiatives which were disclosed in our Report on Form
10-K for the year ended December 31, 2001.  For the first
quarter of 2002, our capital expenditures were primarily
related to developing new stores and replacing store
equipment.  We opened 23 stores in the first quarter of 2002.

We are obligated to a group of banks under a $200
million unsecured revolving credit agreement ("Credit
Agreement").  Effective March 31, 2002, we executed an
amendment to the Credit Agreement, which modified our
financial covenants to allow capital spending on our growth
initiatives.

The amendment modified the applicable margin rate; the
facility fee and utilization fee remained unchanged.  The
applicable margin rate was 0.725% as of March 31, 2002.  The
amendment includes modifications to existing financial and
operating covenants that require, among other things, the
maintenance of certain financial ratios.  In addition, the
amendment adds a new financial covenant of senior
indebtedness to earnings before interest, income taxes,
depreciation, amortization and the interest component of
rent expense on certain lease facilities.

On April 22, 2002, Moody's Investor Service announced
it downgraded our credit rating.  The downgrade does not
increase the fees and interest we will be required to pay to
our lenders. The downgrade will not prohibit us from
continuing to issue commercial paper at our current rates
because our commercial paper is currently guaranteed by Ito-
Yokado through 2003.

CASH FLOWS FROM OPERATING ACTIVITIES

Net cash provided by operating activities for the
three months ended March 31, 2002, was $54.0 million
compared to $1.5 million for the three months ended March
31, 2001.  We attribute this increase to changes in balance
sheet items, primarily due to the timing of working capital
items such as the funding for money orders, receipt of
vendor promotional allowances and the payment of merchandise
and gasoline payables and other liabilities.




                      17

     CASH FLOWS FROM INVESTING ACTIVITIES

Net cash used in investing activities for the three
months ended March 31, 2002, was $123.1 million, an increase
of $59.4 million, or 93.3%, from $63.7 million for the three
months ended March 31, 2001.  The primary driver of the
increase was a $45.5 million increase in capital
expenditures to $113.8 million for the three months ended
March 31, 2002, from $68.3 million for the same period in
2001, primarily as a result of our strategic initiatives.
In addition, restricted cash in connection with our yen
loans increased $12.3 million during the first quarter of
2002 compared to the same period in 2001.

CASH FLOWS FROM FINANCING ACTIVITIES

Net cash provided by financing activities was $35.6
million for the three months ended March 31, 2002, an
increase of $12.1 million from net cash provided by
financing activities of $23.5 million for the three months
ended March 31, 2001.  Net proceeds under commercial paper
and revolving credit facilities for the three months ended
March 31, 2002, totaled $49.9 million compared to $53.6
million for the same period in 2001.  Long-term debt
repayments of $5.8 million for the three months ended March
31, 2002, consist of payments of scheduled debt maturities
compared to $19.6 million for the same period in 2001.  The
decrease in scheduled debt payments is to due our repayment
of the 1988 yen loan in August 2001.

OTHER ISSUES

ENVIRONMENTAL

At March 31, 2002, our estimated undiscounted
liability for our environmental costs related to remedial
action at existing and previously operated gasoline storage
sites and other operating and non-operating properties where
releases of regulated substances have been detected was
$31.9 million.  We anticipate that substantially all of the
future remediation costs for detected releases of regulated
substances at remediation sites of which we are aware, as of
March 31, 2002, will be incurred within the next five to six
years.  The estimated liability could change for several
reasons, including revisions to or the creation of
governmental requirements, existing remediation projects
become fully defined and cost-to-closure estimates become
available, and unplanned future failures of underground
storage tank systems.

      Under state reimbursement programs, we are eligible to
be reimbursed for a portion of remediation costs previously
incurred.  At March 31, 2002, we had recorded a net
receivable of $53.4 million for the estimated state
reimbursements, of which $32.4 million relates to
remediation costs incurred in California.  In assessing the
probability of state reimbursements, we take into
consideration each state's fund balance, revenue sources,
existing claim backlog, historical payments and claim
ranking systems.  As a result of these assessments, the
recorded receivable amounts, at March 31, 2002, are net of
allowances of $10.8 million.  The estimated future state
reimbursement amounts could change as governmental
requirements and state reimbursement programs continue to be
revised or extended.  Our estimated reimbursement amounts
could change materially as remediation costs are spent and
as receipts of state trust funds are recorded.





                      18

      While we cannot be certain of the timing of our
receipt of state reimbursement funds, based on our
experience we expect to receive the majority of state
reimbursement funds 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.
One exception to our assumption is California, where we
estimate that we will receive 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
5.4%.  Thus, in addition to the allowance set forth in the
preceding paragraph, the recorded receivable amount is also
net of a discount of $12.2 million.

      The estimated future remediation expenditures and
related state reimbursement amounts could change as
governmental requirements and state reimbursement programs
continue to be implemented or revised.  Such revisions could
have a material impact on our operations and financial
position.

ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET
RISK

      See "Management's Discussion and Analysis of Financial
Condition and Results of Operations," above.


PART II.

OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS.

      At March 31, 2002, we were not a party to, nor was any
of our property the subject of, any pending material legal
proceeding.

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

     (a)     Exhibits:

1.   Exhibit (10) - Amendment, dated as of
March 31, 2002, to the Credit Agreement
of January 25, 2001, among 7-Eleven,
Inc., the financial institutions party
thereto as Senior Lenders, Citibank, NA,
as Administrative Agent, The Sakura
Bank, Limited, New York Branch, as Co-
Agent and Salomon Smith Barney, Inc., as
Sole Lead Arranger and Sole Book
Manager.

2.   Exhibit (15) - Letter re Unaudited
Interim Financial Information.  Letter
of PricewaterhouseCoopers LLP.

     (b)     8-K Reports:

      During the first quarter of 2002, the Company filed no
reports on Form 8-K.






                              19

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:  May 3, 2002               /s/    James W. Keyes
                                 -----------------------------
                                (Officer)
                                James W. Keyes
                                President and Chief Executive
                                  Officer


Date:  May 3, 2002              /s/    Edward W. Moneypenny
                                ------------------------------
                               (Principal Financial Officer)
                                Edward W. Moneypenny
                                Senior Vice President
                                  and Chief Financial Officer








                           20


<Page>

                                        Exhibit 15



May 3, 2002

Securities and Exchange Commission
450 Fifth Street, Northwest
Washington, D.C.  20549
Attention:  Document Control

Commissioners:

We are aware that our report dated April 23, 2002, on our
review of condensed consolidated interim financial
information of 7-Eleven, Inc. and Subsidiaries (the
"Company") as of and for the three months ended March 31,
2002, and included in the Company's quarterly report on Form
10-Q for the quarter then ended, is incorporated by reference
in the following Registration Statements:


                                         REGISTRATION NO.
                                         ----------------
On Form S-8 for:

  7-Eleven, Inc. 1995 Stock
    Incentive Plan                            33-63617

  7-Eleven, Inc. Supplemental
     Executive Retirement Plan for
     Eligible Employees                      333-42731

  7-Eleven, Inc. Stock Compensation
    Plan for Non-Employee Directors          333-68491


Very truly yours,

PRICEWATERHOUSECOOPERS LLP
Dallas, Texas





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