FORM 10-Q

                                  UNITED STATES

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

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


                For the quarterly period ended September 30, 2000

                                       OR

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

   For the transition period from ____________________to_____________________

                        Commission file number 333-14217

                                  ============
                         Core-Mark International, Inc.

             (Exact name of registrant as specified in its charter)

         Delaware                                                     91-1295550
         (State or other jurisdiction of                        (I.R.S. Employer
           incorporation or organization)                    Identification No.)

         395 Oyster Point Boulevard, Suite 415

         South San Francisco, CA                                           94080
         (Address of principal executive offices)                     (Zip Code)

       Registrant's telephone number, including area code: (650) 589-9445

                                  ============

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.

                                  _x_ Yes ___ No

                 At October 31, 2000, Registrant had outstanding
                       5,500,000 shares of Common Stock.

                 ===============================================


<PAGE>


                 Core-Mark International, Inc. and Subsidiaries

                    FORWARD-LOOKING STATEMENTS OR INFORMATION

     Certain  statements  contained in this quarterly  report on Form 10-Q under
the caption  "Management's  Discussion  and Analysis of Financial  Condition and
Results of  Operations,"  and  elsewhere  herein and in the  documents  (if any)
incorporated  herein by reference are not statements of historical  fact but are
future-looking    or    forward-looking    statements    that   may   constitute
"forward-looking statements" within the meaning of Section 21E of the Securities
Exchange Act of 1934,  as amended.  Certain,  but not  necessarily  all, of such
forward-looking  statements can be identified by the use of such forward-looking
terminology as the words  "believes,"  "expects,"  "may,"  "will,"  "should," or
"anticipates"  (or the  negative of such terms) or other  variations  thereon or
comparable  terminology,  or  because  they  involve  discussions  of  Core-Mark
International,   Inc.'s  (the  "Company's")   strategy.   Such   forward-looking
statements are based upon a number of assumptions  concerning  future conditions
that may  ultimately  prove to be  inaccurate.  The  ability  of the  Company to
achieve the results  anticipated in such  statements is subject to various risks
and uncertainties and other factors which may cause the actual results, level of
activity, performance or achievements of the Company or the industry in which it
operates to be materially different from any future results,  level of activity,
performance  or  achievements  expressed  or  implied  by  such  forward-looking
statements. Such factors include, among others, the general state of the economy
and business  conditions  in the United  States and Canada;  adverse  changes in
consumer  spending;  the  ability  of the  Company  to  implement  its  business
strategy,  including the ability to integrate recently acquired  businesses into
the Company;  the ability of the Company to obtain financing;  competition;  the
level of retail sales of cigarettes and other tobacco products; possible effects
of legal proceedings  against  manufacturers and sellers of tobacco products and
the effect of government regulations affecting such products. As a result of the
foregoing  and  other  factors  affecting  the  Company's  business  beyond  the
Company's  control,  no assurance can be given as to future  results,  levels of
activity,  performance  or  achievements  and  neither the Company nor any other
person  assumes  responsibility  for the  accuracy  and  completeness  of  these
statements.

<TABLE>
<CAPTION>

                                                                            Page

PART I - FINANCIAL INFORMATION
<S>                                                                          <C>

Item 1: Financial Statements

     Condensed Consolidated Balance Sheets as of December 31, 1999 and
     September 30, 2000....................... .............................   3
     Condensed Consolidated Statements of Income for the three and nine
     months ended September 30, 1999 and 2000...............................   4
     Condensed Consolidated Statements of Cash Flows for the nine months
     ended September 30, 1999 and 2000......................................   5
     Notes to Condensed Consolidated Financial Statements...................   6

Item 2: Management's Discussion and Analysis of Financial Condition and
        Results of Operations    ............... ...........................   8

Item 3: Quantitative and Qualitative Disclosures About Market
        Risk................................................................  13

PART II - OTHER INFORMATION

     Item 1:  Legal Proceedings.............................................  14
     Item 2:  Changes in Securities and Use of Proceeds.....................  14
     Item 3:  Defaults Upon Senior Securities...............................  14
     Item 4:  Submission of Matters to a Vote of Security Holders...........  14
     Item 5:  Other Information.............................................  14
     Item 6:  Exhibits and Reports on Form 8-K..............................  14

Signature ..................................................................  15
</TABLE>

                                      -2-

<PAGE>


                 CORE-MARK INTERNATIONAL, INC. AND SUBSIDIARIES
                      Condensed Consolidated Balance Sheets
                            (In Thousands of Dollars)
<TABLE>
<CAPTION>


                                                                                    December 31,   September 30,
                                                                                       1999            2000
                                                                                     --------        --------
                                                                                                    (Unaudited)
<S>                                                                                      <C>            <C>
Assets
Current assets:
     Cash.......................................................................     $ 17,279        $ 18,653
     Receivables:
         Trade accounts, less allowance for doubtful accounts of $2,320 and
              $2,847, respectively..............................................      104,983         110,072
         Other..................................................................       15,287          11,880
     Inventories, net of LIFO allowance of $40,003 and $41,653, respectively....      109,139          69,515
     Prepaid expenses and other.................................................        5,921           6,163
                                                                                     --------        --------
         Total current assets...................................................      252,609         216,283

Property and equipment..........................................................       66,696          70,800
     Less accumulated depreciation..............................................      (37,277)        (39,798)
                                                                                     --------        --------
     Net property and equipment.................................................       29,419          31,002

Other assets....................................................................        5,642           7,589
Goodwill, net of accumulated amortization of $21,458 and $23,020,
     respectively...............................................................       62,398          60,287
                                                                                     --------        --------
                                                                                     $350,068        $315,161
                                                                                     ========        ========
Liabilities and Shareholders' Equity
Current liabilities:

     Trade accounts payable.....................................................     $ 51,093        $ 59,490
     Cigarette and tobacco taxes payable........................................       59,975          44,414
     Income taxes payable.......................................................        3,932           1,895
     Deferred income taxes......................................................        4,851           5,156
     Other accrued liabilities..................................................       31,073          28,520
                                                                                     --------        --------
         Total current liabilities..............................................      150,924         139,475

Long-term debt..................................................................      165,335         132,602
Other accrued liabilities and deferred income taxes.............................        7,859           8,491
                                                                                     --------        --------
     Total liabilities..........................................................      324,118         280,568

Commitments and contingencies:
Shareholders' equity:
     Common stock; $.01 par value; 10,000,000 shares authorized;
         5,500,000 shares issued and outstanding................................           55              55
     Additional paid-in capital.................................................       26,121          26,121
     Retained earnings..........................................................        5,123          14,477
     Accumulated comprehensive loss:
         Foreign currency translation adjustments...............................       (2,949)         (3,660)
         Minimum pension liability adjustment...................................       (2,400)         (2,400)
                                                                                     --------        --------
         Total shareholders' equity.............................................       25,950          34,593
                                                                                     --------        --------
                                                                                     $350,068        $315,161
                                                                                     ========        ========
</TABLE>

           See Notes to Condensed Consolidated Financial Statements.

                                      -3-
<PAGE>


                 CORE-MARK INTERNATIONAL, INC. AND SUBSIDIARIES
                   Condensed Consolidated Statements of Income
                            (In Thousands of Dollars)
                                   (Unaudited)
<TABLE>
<CAPTION>

                                                                   Three Months                    Nine Months
                                                                Ended September 30,             Ended September 30,
                                                               --------------------          ------------------------
                                                                 1999        2000               1999          2000
                                                               --------    --------          ----------    ----------
<S>                                                               <C>         <C>                <C>           <C>

Net sales............................................          $760,909    $782,723          $2,097,767    $2,277,342
Cost of goods sold...................................           711,623     730,774           1,952,239     2,128,653
                                                               --------    --------          ----------    ----------
    Gross profit.....................................            49,286      51,949             145,528       148,689
Operating and administrative expenses................            38,722      41,461             115,694       120,395
                                                               --------    --------          ----------    ----------
    Operating income.................................            10,564      10,488              29,834        28,294

Interest expense, net................................             3,094       3,290               9,589         9,551
Debt refinancing costs...............................               318         318                 955           955
                                                               --------    --------          ----------    ----------
    Income before income taxes.......................             7,152       6,880              19,290        17,788

Income tax expense...................................             3,004       3,262               8,102         8,434
                                                               --------    --------          ----------    ----------
    Net income.......................................          $  4,148    $  3,618          $   11,188    $    9,354
                                                               ========    ========          ==========    ==========

</TABLE>

            See Notes to Condensed Consolidated Financial Statements.

                                      -4-
<PAGE>


                 CORE-MARK INTERNATIONAL, INC. AND SUBSIDIARIES
                 Condensed Consolidated Statements of Cash Flows
                            (In Thousands of Dollars)
                                   (Unaudited)
<TABLE>
<CAPTION>

                                                                                           Nine Months
                                                                                       Ended September 30,
                                                                                    -------------------------
                                                                                      1999             2000
                                                                                    --------         --------
<S>                                                                                    <C>              <C>

CASH PROVIDED BY OPERATING ACTIVITIES:

Net income......................................................................    $ 11,188         $  9,354

     Adjustments to  reconcile  net  income to net cash  provided  by  operating
         activities:

     LIFO expense...............................................................       5,754            1,650
     Depreciation and amortization..............................................       4,804            4,863
     Amortization of goodwill...................................................       1,562            1,562
     Amortization of debt refinancing fees......................................         955              955
     Deferred income taxes......................................................       1,499              947
     Changes in operating assets and liabilities................................      35,877           21,510
                                                                                    --------         --------
Net cash provided by operating activities.......................................      61,639           40,841
                                                                                    --------         --------
INVESTING ACTIVITIES:

     Additions to property and equipment........................................      (3,988)          (6,023)
                                                                                    --------         --------
Net cash used in investing activities...........................................      (3,988)          (6,023)
                                                                                    --------         --------
FINANCING ACTIVITIES:

     Net payments under accounts receivable securitization......................     (14,000)         (25,000)
     Net payments under revolving credit agreement..............................     (56,475)          (7,733)
                                                                                    --------         --------
Net cash used in financing activities...........................................     (70,475)         (32,733)
                                                                                    --------         --------

Effects of changes in foreign exchange rates....................................       1,011             (711)
                                                                                    --------         --------
Increase (decrease) in cash.....................................................     (11,813)           1,374
Cash, beginning of period.......................................................      24,586           17,279
                                                                                    --------         --------
CASH, END OF PERIOD.............................................................    $ 12,773         $ 18,653
                                                                                    ========         ========

SUPPLEMENTAL CASH FLOW INFORMATION:
Cash payments during the period for:
     Interest...................................................................    $ 11,591         $  6,859
     Income taxes...............................................................       6,399            9,712


</TABLE>

            See Notes to Condensed Consolidated Financial Statements.

                                      -5-
<PAGE>


              Notes to Condensed Consolidated Financial Statements
                      Nine Months Ended September 30, 2000
                                   (Unaudited)

1.  BASIS OF PRESENTATION

     The condensed  consolidated  balance  sheet as of September  30, 2000,  the
condensed  consolidated  statements of income for the three-month and nine-month
periods  ended  September  30,  1999  and 2000  and the  condensed  consolidated
statements of cash flows for the nine-month periods ended September 30, 1999 and
2000 have been prepared by Core-Mark International, Inc. (the "Company"). In the
opinion of management,  all  adjustments,  consisting  only of normal  recurring
adjustments,  necessary to present fairly the financial  position of the Company
at September 30, 2000 with respect to the interim financial  statements,  and of
the results of its operations and cash flows for the interim periods then ended,
have been included.  The results of operations  for the interim  periods are not
necessarily indicative of the operating results for the full year.

     The  condensed  consolidated  balance  sheet as of December  31,  1999,  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 of the Company included in
the Company's  Annual  Report on Form 10-K for the year ended  December 31, 1999
("1999 Form 10-K") include a description of the Company's significant accounting
policies and additional  information  pertinent to an  understanding of both the
December 31, 1999 balance sheet and the interim  financial  statements  included
herein.

2.  INVENTORIES

     The condensed  consolidated  financial  statements have been prepared using
the LIFO  method  of  accounting  for  inventories.  The use of the LIFO  method
resulted in an increase  in cost of goods sold and a  corresponding  decrease in
inventories  of $5.5  million  and  $0.8  million  for the  three  months  ended
September 30, 1999 and 2000, respectively, and $5.8 million and $1.7 million for
the nine months ended  September 30, 1999 and 2000,  respectively.  Interim LIFO
calculations  are based on management's  estimates of year-end  inventory levels
and inflation rates for the year.

3.  EXCISE TAXES

     State and provincial excise taxes on cigarettes  included in sales and cost
of goods sold were $155.0  million and $153.2 million for the three months ended
September 30, 1999 and 2000, respectively, and $430.1 million and $449.3 million
for the nine months ended September 30, 1999 and 2000, respectively.

4.  COMPREHENSIVE INCOME

     The Company's total comprehensive  income was $4.1 million and $3.3 million
for the three months ended September 30, 1999 and 2000, respectively,  and $12.2
million and $8.6 million for the nine months ended  September  30, 1999 and 2000
respectively,  which  reflected  other  comprehensive  income or loss related to
foreign currency translation adjustments.

                                      -6-
<PAGE>


5. SEGMENT INFORMATION

     Management has determined that the only  reportable  segment of the Company
is its wholesale  distribution  segment,  based on the level at which  executive
management  reviews  the  results  of  operations  in  order  to make  decisions
regarding  performance  assessment  and resource  allocation.  There has been no
change in the segment  reported or the basis of measurement of segment profit or
loss from that which was  reported in the  Company's  1999 Form 10-K.  Wholesale
distribution  segment  information for the  three-month  and nine-month  periods
ended September 30, and asset  information as of December 31, 1999 and September
30, 2000 is set forth below (dollars in thousands):

<TABLE>
<CAPTION>

                                                                                     Three Months                Nine Months
                                                                                  Ended September 30,        Ended September 30,
                                                                                ----------------------      -----------------------

                                                                                  1999          2000           1999         2000
                                                                                --------      --------      ----------   ----------
<S>                                                                               <C>            <C>            <C>          <C>

         Net sales to external customers...............................         $760,909      $782,723      $2,097,767   $2,277,342

         Segment pretax operating income  (1)..........................         $  7,886      $  7,476      $   21,848   $   19,960
         Less: Goodwill and other unallocated amortization.............              569           594           1,695        1,776
               Interest expense (income): unallocated and other........             (153)         (316)            (92)        (559)
               Amortization of debt refinancing costs..................              318           318             955          955
                                                                                --------      --------      ----------   ----------
         Consolidated income before income taxes.......................         $  7,152      $  6,880      $   19,290   $   17,788
                                                                                ========      ========      ==========   ==========
</TABLE>

<TABLE>
<CAPTION>

         Assets                                                                     December 31,     September 30,
                                                                                        1999             2000
                                                                                      --------         --------
<S>                                                                                      <C>              <C>

         Segment information....................................................      $338,038         $306,827
         Add: Corporate and other...............................................        12,030            8,334
                                                                                      --------         --------
         Consolidated assets....................................................      $350,068         $315,161
                                                                                      ========         ========
</TABLE>

--------------------------------------------------------------------------------
  (1) Represents  operating income,  including  allocated interest expense,  but
  excluding  amortization  of goodwill and debt  refinancing  costs,  and income
  taxes.

                                      -7-
<PAGE>



                MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL
                      CONDITION AND RESULTS OF OPERATIONS


     The following  discussion  should be read in conjunction with  Management's
Discussion and Analysis and the discussion under the heading "Legal  Proceedings
- Regulatory and Legislative Matters" included in the Company's 1999 Form 10-K.

GENERAL

     The  Company  is one  of the  largest  broad-line,  full-service  wholesale
distributors of packaged consumer products to the convenience retail industry in
western  North  America.   The  products  distributed  by  the  Company  include
cigarettes,  food  products  such as candy,  fast food,  snacks,  groceries  and
non-alcoholic beverages, and non-food products such as film, batteries and other
sundries,  health and beauty  care  products  and  tobacco  products  other than
cigarettes. For the nine months ended September 30, 2000, approximately 71%, 20%
and 9% of the  Company's net sales were derived from  cigarettes,  food products
and non-food products, respectively.

TOBACCO INDUSTRY BUSINESS ENVIRONMENT

     Manufacturers  and  distributors  of cigarettes and other tobacco  products
face a number of  significant  issues that affect the  business  environment  in
which they operate including proposed additional governmental regulation; actual
and  proposed  excise tax  increases  (see  "Impact of  Tobacco  Taxes"  below);
increased litigation involving health and other effects of cigarette smoking and
other uses of  tobacco;  and  potential  litigation  by the U.S.  Department  of
Justice to recover federal Medicare costs allegedly connected to smoking.

     In August 1996, the United States Food and Drug  Administration (the "FDA")
determined  that it had  jurisdiction  over  cigarettes  and  smokeless  tobacco
products  and  issued  regulations   restricting  the  sale,   distribution  and
advertising of cigarette and smokeless tobacco  products,  especially to minors.
The FDA regulations are  significant  not only because of their  substance,  but
also because the FDA determined  that it has  jurisdiction  over  cigarettes and
smokeless  tobacco  as  "combination  products  having  both a  drug  component,
including  nicotine,  and device  components."  The  regulations  regulate  such
products as "devices."  In April 1997,  the U.S.  District  Court for the Middle
District of North Carolina held that the FDA could impose restrictions on access
to and labeling of tobacco products,  but did not have authority to restrict the
promotion and advertisement of such products. The court stayed implementation of
the FDA  regulations  except for those  establishing a federal minimum age of 18
for the sale of tobacco products and requiring proof of age for anyone under the
age of 27. On August 14, 1998,  however,  the United States Court of Appeals for
the Fourth Circuit reversed the decision of the District Court, finding that the
FDA lacked  statutory  authority to regulate tobacco  products  altogether.  The
FDA's  petitions for rehearing and rehearing en banc by the Fourth  Circuit were
denied,  the FDA's petition for review was granted by the Supreme Court,  and on
March 21, 2000,  the Supreme Court ruled 5-4 that the FDA did not have authority
to regulate tobacco products.

     In response to the Supreme  Court  ruling,  legislation  has recently  been
introduced in Congress that would grant authority to the FDA to regulate tobacco
products.  One cigarette manufacturer expressed interest in such legislation but
the  remaining  companies  have stated  their  opposition.  It is unlikely  that
legislation  giving the FDA  authority to regulate  tobacco  products  will pass
during the year 2000, but the prospects for similar legislation in the future is
uncertain.

     In June 1997, a so called "national settlement" of many of these issues was
proposed following  negotiations among major U.S. tobacco  manufacturers,  state
attorneys general,  representatives of the public health community and attorneys
representing  plaintiffs in certain smoking and health litigation.  The national
settlement required  implementation by federal  legislation,  however,  and such
legislation was considered but not passed by the Congress in 1998.

     In light of failure of the  national  settlement  legislation,  in November
1998, the four largest U.S. cigarette manufacturers and the attorneys general of
46 states, five territories, and the District of Columbia agreed to a settlement
of approximately $250 billion for public  health-care costs allegedly  connected
to smoking.  The  settlement - which takes effect in each settling  jurisdiction
when the courts in each such  jurisdiction  enter a final consent decree and any
appeals  of such  decree  are  disposed  of or become  time-barred  - allows for
payment of the agreed sum by the cigarette  manufacturers over 25 years, settles
the state and  territory  health-care  claims  against the tobacco  industry and
imposes a number of new marketing,  advertising, sales and other restrictions on

                                      -8-
<PAGE>

tobacco  products.  As a direct result of this  settlement,  the major cigarette
manufacturers  raised the  wholesale  price of  cigarettes  by $4.50 per carton,
effective November 24, 1998, bringing the total per-carton price increase in the
United States in 1998 to $6.35.

     Included  in the  terms  of the  settlement  are  conditions  that  tobacco
companies  participating  in  the  settlement  may  not:  target  youth  in  the
advertising, promotion or marketing of tobacco products; use tobacco brand names
to sponsor  concerts,  athletic  events or other  events in which a  significant
percentage  of the  audience  is under 18 years of age;  advertise  products  in
conspicuous  places  outdoors  (such  as  billboards)  or on  transit  vehicles;
merchandise a tobacco brand name through the marketing,  distribution or sale of
apparel or other  merchandise;  provide free samples of tobacco  products in any
area except an adults-only facility; distribute or sell cigarettes in pack sizes
of less than 20; or lobby state legislatures on certain anti-tobacco initiatives
(such as  limitations  on  youth  access  to  vending  machines).  Many of these
provisions  took effect in November  1998 and most of the  remaining  provisions
took  effect by April 23,  1999.  The Company is unable to assess the long- term
effects that this  agreement  will have on the sale of the  Company's  products;
there can be no  assurance  that  these new  restrictions  will not  result in a
material  reduction of the consumption of tobacco  products in the United States
and thus will not have a material  adverse effect on the Company's  business and
financial position.

     Over the past  decade,  various  state and local  governments  have imposed
significant regulatory restrictions on tobacco products,  including sampling and
advertising  bans or  restrictions,  packaging  regulations and  prohibitions on
smoking in  restaurants,  office  buildings  and public  places.  With a limited
number of exceptions,  the state Medicaid  litigation  settlement  prohibits the
participating tobacco manufacturers from challenging any restriction relating to
tobacco  control  enacted  prior to June 1,  1998.  Additional  state  and local
legislative  and  regulatory  actions are being  considered and are likely to be
promulgated  in the future.  The Company is unable to assess the future  effects
that these various proposals may have on the sale of the Company's products.

     On September 22, 1999,  the U.S.  Department of Justice filed "an action to
recover health care costs paid for and furnished...by the federal government for
lung cancer, heart disease, emphysema and other tobacco-related illnesses caused
by the fraudulent and tortious  conduct of..." the major tobacco  manufacturers.
The defendant companies  announced that they would fight the litigation,  and on
December 27, 1999 moved to dismiss the government's  complaint. On September 28,
2000, the U.S. District Court for the District of Columbia dismissed some of the
government's claims but allowed the case to precede on two "civil RICO" grounds.
If the Justice  Department  prevails in the litigation,  or if the litigation is
settled,  there  can be no  assurance  that the  litigation  will not  result in
increased  cigarette  prices and/or a material  reduction of the  consumption of
tobacco products in the United States;  such circumstances could have a material
adverse affect on the Company's business and financial position.

     Effective  January 1, 1999,  the State of  California  increased  the state
excise  tax on  cigarettes  by $5.00 per  carton.  California  is the  Company's
largest market,  representing  approximately 41% of carton sales during the nine
months ended September 30, 2000.

     The major  U.S.  cigarette  manufacturers  raised  the  wholesale  price of
cigarettes by $1.80 per carton, effective August 30, 1999, and $1.30 per carton,
effective January 17, 2000.

     On July 14,  2000,  a Florida  state  court jury  awarded  $145  billion in
punitive damages against the major U.S. tobacco  companies to a class of Florida
smokers who allegedly died or became ill due to cigarette  smoking.  The tobacco
companies  have  moved to set aside the award  and  remove  the case to  Federal
court. On November 3, 2000,  U.S.  District Judge Ursula Ungaro - Benages of the
Southern  District of Florida denied the defendants motion to remove the case to
Federal  Court.  The $145 billion  judgement was returned to the state court for
further  proceedings.  On November 6, 2000,  the Florida  state court denied the
defendants'  motion to set aside the  punitive  damage  award and  rejected  the
tobacco companies request for a new trial. The tobacco companies are expected to
appeal  the  judgement.  On July 31,  2000,  the major  U.S.  tobacco  companies
increased wholesale cigarette prices by $.60 per carton.

     The Company believes that price and tax increases of the magnitude recently
experienced,  as well as  increases  which occur in the future  (see  "Impact of
Tobacco Taxes"),  will have a negative impact on overall industry unit sales and
will negatively affect the Company's sales of tobacco products. The Company does
not believe that it is able to quantify  the impact of these  higher  prices and
taxes on future sales of  cigarettes  and other tobacco  products.  Manufacturer
price  increases  will also  increase the  Company's  debt and interest  expense
levels.

                                      -9-

<PAGE>

The Company believes that it has adequate financing arrangements in place at the
present time to finance the additional working capital  requirements of the most
recent  manufacturer price increases.  However,  depending upon future levels of
manufacturer price increases, or if the terms or amounts of state and provincial
excise  taxes were  adversely  changed,  the  Company  may be  required  to seek
additional   financing  in  order  to  meet  future   higher   working   capital
requirements.

     The Company's  business  strategy has  included,  and continues to include,
increasing  sales of higher margin,  non-tobacco  products,  a strategy which is
intended  to lessen the impact of  potential  future  declines in unit sales and
profitability of its tobacco distribution business.


THREE MONTHS ENDED SEPTEMBER 30, 2000 COMPARED TO THREE MONTHS
ENDED SEPTEMBER 30, 1999

     NET SALES.  Net sales for the three  months ended  September  30, 2000 were
$782.7  million,  an increase  of $21.8  million or 2.9% over the same period in
1999.  The  increase  in net  sales  was  due to an  increase  in net  sales  of
cigarettes,  offset by a decrease in net sales of food and non-food  products in
2000 as compared to 1999.

     Net sales of cigarettes for the three months ended  September 30, 2000 were
$556.4  million,  an increase  of $25.7  million or 4.9% over the same period in
1999. The increase in net sales of cigarettes was  principally  due to increases
in  manufacturers'  list  prices,  which  have been  passed on to the  Company's
customers in the form of higher  prices,  offset by a slight  decrease in carton
sales.  The  Company's  total  cigarette  unit sales for the three  months ended
September 30, 2000 were 20.5 million cartons,  a decrease of 0.5 million cartons
or 2.2%  from  the  same  period  of 1999.  Cigarette  carton  sales in the U.S.
decreased  by 0.2 million  cartons or 1.4%  compared to the same period in 1999.
Although California carton sales increased slightly,  carton sales in other U.S.
and Canadian divisions decreased.

     Net  sales  of food  and  non-food  products  for the  three  months  ended
September 30, 2000 were $226.3 million,  a decrease of $3.9 million or 1.7% over
the same period in 1999.  The decrease  occurred  primarily in cigar and tobacco
sales, which decreased $4.1 million or 10.5%.

     GROSS  PROFIT.  Gross profit for the three months ended  September 30, 2000
was $51.9  million,  an increase of $2.7 million or 5.4% over the same period in
1999.  The gross profit  margin for the three months  ended  September  30, 2000
increased  to 6.6% of net  sales  as  compared  to  6.5%  of net  sales  for the
comparable period in 1999. The increase in gross profit margin was due to slight
increases in both the cigarette and food and non-food gross profit margins.

     For the three months ended  September 30, 2000 and September 30, 1999,  the
Company recognized LIFO expense of $0.8 million, and $5.5 million  respectively.
The decrease in LIFO expense for the three months ended  September  30, 2000 was
primarily  the result of a cigarette  price  increase that occurred in the third
quarter of 1999 that was  significantly  higher than a cigarette  price increase
that occurred in the third quarter of 2000.

     OPERATING  AND  ADMINISTRATIVE   EXPENSES.   Operating  and  administrative
expenses for the three months ended  September 30, 2000 were $41.5  million,  an
increase  of $2.7  million  or 7.1%  over the  same  period  in 1999.  Operating
expenses for the three months ended  September 30, 2000 increased to 5.3% of net
sales as compared to 5.1% for the same period in 1999.

     OPERATING  INCOME. As a result of the foregoing  factors,  operating income
for the three months ended  September 30, 2000 was $10.5 million,  a decrease of
$0.1 million or 0.7% as compared to the same period in 1999.  As a percentage of
net sales,  operating  income for the three months ended  September 30, 2000 was
1.3%, as compared to 1.4% for the same period in 1999.

     NET  INTEREST  EXPENSE.  Net  interest  expense for the three  months ended
September  30,  2000 was $3.3  million,  an  increase  of $0.2  million  or 6.4%
compared to 1999, which resulted primarily from an increase in average borrowing
rates.

NINE MONTHS ENDED SEPTEMBER 30, 2000 COMPARED TO NINE MONTHS ENDED
SEPTEMBER 30, 1999

     NET SALES.  Net sales for the nine  months  ended  September  30, 2000 were
$2,277.3 million,  an increase of $179.6 million or 8.6% over the same period in
1999. The increase in net sales was primarily due to an increase in net sales of
cigarettes,  as well as increased  sales of food and  non-food  products in 2000
compared to 1999.

                                      -10-
<PAGE>

     Net sales of cigarettes  for the nine months ended  September 30, 2000 were
$1,624.1 million, an increase of $168.6 million or 11.6% over the same period in
1999. The increase in net sales of cigarettes was  principally  due to increases
in  manufacturers'  list  prices,  which  have been  passed on to the  Company's
customers in the form of higher  prices,  and an increase in carton  sales.  The
Company's  total  cigarette  unit sales for the nine months ended  September 30,
2000 were 60.1 million cartons,  an increase of 1.5 million cartons or 2.6% from
the same period of 1999.  Cigarette  carton  sales in the U.S.  increased by 1.7
million cartons or 3.4% compared to the same period in 1999. The increase in the
Company's carton sales occurred primarily in California, and was due to a number
of factors.  Consumers in California purchased large quantities of cigarettes in
December  1998,  in advance of the  increase in state  excise taxes which became
effective  January 1, 1999. This had a negative impact on the Company's sales of
cigarettes in the first six months of 1999.  Additionally,  the Company believes
the  increase in  California  carton  sales was  attributable  both to increased
volume with new and existing customers and a reduction in cigarette distribution
among grey market suppliers  (resellers of cigarettes intended for international
markets but sold in the United  States) as a result of the passage of California
bill SB702. This bill, passed in October 1999 made it illegal to affix state tax
stamps to grey market cigarettes.

     Net sales of food and non-food products for the nine months ended September
30, 2000 were $653.2 million, an increase of $11.0 million or 1.7% over the same
period in 1999.

     GROSS PROFIT. Gross profit for the nine months ended September 30, 2000 was
$148.7  million,  an  increase  of $3.2  million or 2.2% over the same period in
1999.  The gross  profit  margin for the nine months  ended  September  30, 2000
decreased  to 6.5% of net  sales  as  compared  to  6.9%  of net  sales  for the
comparable  period in 1999.  The  decline in  overall  gross  profit  margin was
primarily due to the increase in the wholesale cost of cigarettes  over the past
year.  Gross margins on cigarettes are  significantly  lower than the margins on
food and non-food  products,  and the much faster  growth in cigarette  revenues
caused the overall reduction in margins.

     For the nine months ended  September 30, 2000, the Company  recognized LIFO
expense of $1.7 million  compared to $5.8 million for the  comparable  period in
1999. The decrease in LIFO expense for the nine months ended September 30, 2000,
was  primarily  the result of a cigarette  price  increase  that occurred in the
third quarter of 1999 that was much higher than a cigarette  price increase that
occurred in the third quarter of 2000.

     OPERATING  AND  ADMINISTRATIVE   EXPENSES.   Operating  and  administrative
expenses for the nine months ended  September 30, 2000 were $120.4  million,  an
increase  of $4.7  million or 4.1% over the same period in 1999.  However,  such
expenses for the nine months ended  September 30, 2000  decreased to 5.3% of net
sales as compared to 5.5% for the same period in 1999.  The decline in operating
expenses  as a percent  of net sales is a result of the  Company  continuing  to
exert tight control over expenses.  Operating and  administrative  expenses grew
4.1% over the same  period in 1999,  which was a slower rate than real growth in
volume.

     OPERATING  INCOME. As a result of the foregoing  factors,  operating income
for the nine months ended  September 30, 2000 was $28.3  million,  a decrease of
$1.5 million or 5.2% as compared to the same period in 1999.  As a percentage of
net sales,  operating  income for the nine months ended  September  30, 2000 was
1.2%, as compared to 1.4% for the same period in 1999.

     NET  INTEREST  EXPENSE.  Net  interest  expense for the nine  months  ended
September 30, 2000 and September 30, 1999 was $9.6 million.  This was the result
of a decrease in the  Company's  average debt  levels,  offset by an increase in
average borrowing rates.

LIQUIDITY AND CAPITAL RESOURCES

     The Company's  liquidity  requirements  arise primarily from the funding of
its  working  capital  needs,  capital  expenditure  programs  and debt  service
requirements with respect to its credit facilities. The Company has no mandatory
reductions  of  principal  on  its  Revolving  Credit  Facility,   its  Accounts
Receivable  Facility or its $75 million Senior Subordinated Notes prior to their
final maturities in 2003. The Company has  historically  financed its operations
through internally generated funds and borrowings under its credit facilities.

     The Company's  debt  obligations  totaled  $132.6  million at September 30,
2000, a decrease of $32.7  million or 19.8% from $165.3  million at December 31,
1999.  The net  decrease  in  outstanding  debt is  primarily  due to  decreased
borrowings  needed  to  finance  working  capital  funding  requirements.   Debt
requirements  are  generally  the  highest  at  December  31,  when the  Company
historically carries higher inventory.

                                      -11-
<PAGE>

     The  Company's  principal  sources of  liquidity  are net cash  provided by
operating  activities  and  its  credit  facilities.  At year  end  the  Company
typically  carries  higher  inventories  which  are then  liquidated  in  future
periods.  Therefore,  net cash  provided by  operating  activities  is typically
higher for the first nine months than for the fiscal year.

     The Company made capital  expenditures  of $6.0 million for the nine months
ended  September 30, 2000. For the remainder of 2000,  the Company  estimates it
will spend approximately $1 to $2 million for capital requirements,  principally
consisting of warehouse and other equipment.

IMPACT OF TOBACCO TAXES

     State and Canadian provincial tobacco taxes represent a significant portion
of the Company's net sales and cost of goods sold attributable to cigarettes and
other  tobacco  products.  In the  first  nine  months  of 2000,  such  taxes on
cigarettes represented  approximately 24% of cigarette net sales in the U.S. and
44% in Canada. In general, such taxes have been increasing,  and many states and
Canadian  provinces are currently  weighing proposals for higher excise taxes on
cigarettes and other tobacco products.

     Effective  January 1, 1999, the State of California  increased excise taxes
on cigarettes by $5.00 per carton as well as increased taxes on cigars and other
tobacco products.

     Under  current  law,  almost all state and  Canadian  provincial  taxes are
payable by the Company  under  credit terms  which,  on the average,  exceed the
credit  terms the Company has  approved  for its  customers  to pay for products
which include such taxes.  This practice has benefited the Company's  cash flow.
If the Company were required to pay such taxes at the time such  obligation  was
incurred  without  the  benefit  of credit  terms,  the  Company  would  incur a
substantial  permanent increase in its working capital requirements and might be
required  to seek  additional  financing  in order to meet such  higher  working
capital  requirements.  Consistent  with  industry  practices,  the  Company has
secured a bond to guarantee  its tax  obligations  to those states and provinces
requiring such a surety (a majority of states in the Company's operating areas).

     The U.S.  federal excise tax on cigarettes is currently $3.40 per carton of
cigarettes,  including a $1.00 per carton increase,  which was effective January
1, 2000.  Legislation  was enacted that will raise the federal  excise tax by an
additional  $.50 per carton of cigarettes in 2002.  Congress has not  considered
the proposed  acceleration to this date.  Unlike the state and provincial  taxes
described  above,  U.S.  federal  excise  taxes  on  cigarettes  are paid by the
cigarette  manufacturers and passed through to the Company as a component of the
cost of  cigarettes.  Such  increases in U.S.  federal  taxes will  increase the
Company's  working  capital  requirements  by  increasing  the  balances  of its
inventories and accounts receivable. The President as well as various members of
Congress  has  suggested  additional  excise  taxes  on  cigarette  and  tobacco
products,  either as part of the  proposed  legislative  resolution  of  various
issues  affecting  the U.S.  tobacco  industry  discussed  above  or to  finance
unrelated  federal  spending.  Such  legislation  has not passed either House of
Congress to date.  While the Company is unaware of additional  legislation  that
might further  increase the federal  excise tax on  cigarettes,  there can be no
assurance that similar proposals will not be considered in the future.

NEW ACCOUNTING STANDARDS

     In 1998, the Financial  Accounting  Standards  Board (FASB) issued SFAS No.
133,  "Accounting  for Derivative  Instruments  and Hedging  Activities,"  which
standardizes  the accounting for  derivatives,  requiring  recognition as either
assets or  liabilities on the balance sheet and  measurement  at fair value.  As
amended in June 1999 by SFAS No. 137, this statement is effective for all fiscal
years beginning after June 15, 2000 and is not to be applied  retrospectively to
financial  statements  for prior periods.  The FASB further  amended SFAS 133 to
address  implementation  issues by issuing SFAS No. 138, "Accounting for Certain
Derivative  Instruments  and Certain  Hedging  Activities - an amendment of FASB
Statement No. 133", in June 2000.  The Company has not yet determined the effect
adoption of this  statement  will have on the Company's  consolidated  financial
position, results of operations or cash flows.

     In December  1999,  the  Securities  and Exchange  Commission  issued Staff
Accounting   Bulletin   (SAB)  No.  101,   "Revenue   Recognition  in  Financial
Statements",   which  provides  the  SEC  staff's  views  on  selected   revenue
recognition  issues. In March 2000, the SEC released SAB 101A, which delayed for
one quarter the implementation date of SAB 101 for registrants with fiscal years
beginning  between  December 16, 1999 and March 15, 2000. In June 2000,  the SEC
released SAB 101B,  which  delayed the  implementation  date of SAB 101 until no
later than the fourth fiscal  quarter of fiscal years  beginning  after December
15, 1999.  The Company is evaluating  what impact,  if any, SAB 101 will have on
the Company's  income  statement  presentation,  operating  results or financial
position.

                                      -12-
<PAGE>

ITEM 3.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

     The Company  believes there has been no material  change in its exposure to
market risk from that  discussed in the Company's  1999  Consolidated  Financial
Statements.

                                      -13-
<PAGE>


                           PART II - OTHER INFORMATION

Item 1:  Legal Proceedings

     As  previously  reported,  in November  1999,  the Company was named in two
separate  lawsuits  filed  in  State  Court  in New  Mexico  by  two  individual
plaintiffs.   The  other   defendants   include  the  principal   U.S.   tobacco
manufacturers,  as well as other distributors.  The complaints seek compensatory
and  punitive  damages  for  injuries  allegedly  caused  by the use of  tobacco
products.

     The  Company  does not  believe  that  these  actions  will have a material
adverse  effect on the  Company's  financial  condition.  The  Company  has been
indemnified with respect to certain claims alleged in each of the above actions.

     In  addition,  the  Company is a party to other  lawsuits  incurred  in the
ordinary course of its business.  The Company believes it is adequately  insured
with respect to such  lawsuits or that such  lawsuits  will not result in losses
material to its consolidated financial position or results of operations.

Item 2:  Changes in Securities and Use of Proceeds

         Not applicable

Item 3:  Defaults Upon Senior Securities

         Not applicable

Item 4:  Submission of Matters to a Vote of Security Holders

         Not applicable

Item 5:  Other Information

         Not applicable

Item 6:  Exhibits and Reports on Form 8-K

(a)      Exhibits

         27 -     Financial Data Schedule

(b)      Reports on Form 8-K:

         None.

                                      -14-
<PAGE>


 SIGNATURE

     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  in the City of South  San  Francisco,
California, on November 10, 2000.

                          CORE-MARK INTERNATIONAL, INC.



                          By        /s/ Leo F. Korman
                               -----------------------------------
                          Leo F. Korman, Senior Vice President and
                          Chief Financial Officer

                                      -15-
<PAGE>