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 March 31, 2002




                                       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 April 30, 2002, 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  effects  on future
     operations of the Company due to the  acquisition of the Company by Fleming
     Companies,  Inc.;  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, 2001
     and March 31, 2002.....................................................   3
     Condensed Consolidated Statements of Income for the three
     months ended March 31, 2001 and 2002............. .....................   4
     Condensed Consolidated Statements of Cash Flows for the three
     months ended March 31, 2001 and 2002...................................   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................................................................  12

PART II - OTHER INFORMATION

Item 1:  Legal Proceedings..................................................  13
Item 2:  Changes in Securities and Use of Proceeds..........................  13
Item 3:  Defaults Upon Senior Securities....................................  13
Item 4:  Submission of Matters to a Vote of Security Holders................  13
Item 5:  Other Information..................................................  13
Item 6:  Exhibits and Reports on Form 8-K...................................  13

Signature ..................................................................  14
</TABLE>

                                      -2-
<PAGE>


                 CORE-MARK INTERNATIONAL, INC. AND SUBSIDIARIES
                      Condensed Consolidated Balance Sheets
                            (In Thousands of Dollars)
<TABLE>
<CAPTION>
                                                                                  December 31,   March 31,
                                                                                      2001         2002
                                                                                    --------     --------
Assets                                                                                         (Unaudited)
<S>                                                                                    <C>          <C>

Current assets:
     Cash.......................................................................    $ 24,230     $ 23,542
     Receivables:
         Trade accounts, less allowance for doubtful accounts of $3,798 and
              $4,183, respectively..............................................     112,166      111,879
         Other..................................................................      20,002       19,023
     Inventories, net of LIFO allowance of $51,914 and $52,133, respectively....     128,168      118,278
     Prepaid expenses and other.................................................       8,547        8,610
                                                                                    --------     --------
         Total current assets...................................................     293,113      281,332

Property and equipment..........................................................      78,027       77,970
     Less accumulated depreciation..............................................     (45,180)     (46,555)
                                                                                    --------     --------
     Net property and equipment.................................................      32,847       31,415

Other assets....................................................................       6,497        6,034
Goodwill, net of accumulated amortization of $25,623............................      57,684       57,684
                                                                                    --------     --------
Total assets....................................................................    $390,141     $376,465
                                                                                    ========     ========
Liabilities and Shareholders' Equity
Current liabilities:
     Trade accounts payable.....................................................    $ 63,364     $ 55,884
     Cigarette and tobacco taxes payable........................................      53,771       59,088
     Income taxes payable.......................................................       4,067        7,079
     Deferred income taxes......................................................       4,879        4,869
     Current portion of long-term debt..........................................           0       76,000
     Other accrued liabilities..................................................      37,620       31,674
                                                                                    --------     --------
         Total current liabilities..............................................     163,701      234,594

Long-term debt..................................................................     163,467       75,000
Other accrued liabilities and deferred income taxes.............................      12,345       12,527
                                                                                    --------     --------
     Total liabilities..........................................................     339,513      322,121

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..........................................................      33,688       37,443
     Accumulated comprehensive loss:
         Cumulative currency translation adjustments............................      (5,408)      (5,447)
         Additional minimum pension liability...................................      (3,828)      (3,828)
                                                                                    --------     --------
         Total shareholders' equity.............................................      50,628       54,344
                                                                                    --------     --------
Total liabilities and shareholders' equity......................................    $390,141     $376,465
                                                                                    ========     ========
            See Notes to Condensed Consolidated Financial Statements.
</TABLE>
                                      -3-
<PAGE>

                 CORE-MARK INTERNATIONAL, INC. AND SUBSIDIARIES
                   Condensed Consolidated Statements of Income
                            (In Thousands of Dollars)
                                   (Unaudited)
<TABLE>
<CAPTION>
                                                                                        Three Months
                                                                                       Ended March 31,
                                                                                    ---------------------
                                                                                      2001         2002
                                                                                    --------     --------
<S>                                                                                    <C>          <C>

Net sales.......................................................................    $754,266     $825,153
Cost of goods sold..............................................................     705,121      774,297
                                                                                    --------     --------
     Gross profit...............................................................      49,145       50,856
Operating and administrative expenses...........................................      42,150       41,463
                                                                                    --------     --------
     Operating income...........................................................       6,995        9,393

Interest expense, net...........................................................       3,042        2,488
Amortization of debt refinancing costs..........................................         318          318
                                                                                    --------     --------
     Income before income taxes.................................................       3,635        6,587

Income tax expense..............................................................       1,633        2,832
                                                                                    --------     --------
     Net income.................................................................    $  2,002     $  3,755
                                                                                    ========     ========
</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>
                                                                                         Three Months
                                                                                       Ended March 31,
                                                                                    ---------------------
                                                                                      2001         2002
                                                                                    --------     --------
CASH PROVIDED BY OPERATING ACTIVITIES:
<S>                                                                                    <C>          <C>
Net income......................................................................    $  2,002     $  3,755

     Adjustments to reconcile net income to net cash provided by operating
         activities:
     LIFO expense...............................................................         397          219
     Amortization of goodwill...................................................         521            0
     Depreciation and amortization..............................................       1,954        2,052
     Amortization of debt refinancing fees......................................         318          318
     Deferred income taxes......................................................         318          135
     Other......................................................................         719          440

     Changes in operating assets and liabilities................................      42,638        5,045
                                                                                    --------     --------
Net cash provided by operating activities.......................................      48,867       11,964
                                                                                    --------     --------
INVESTING ACTIVITIES:

     Additions to property and equipment........................................        (517)        (152)
                                                                                    --------     --------
Net cash used in investing activities...........................................        (517)        (152)
                                                                                    --------     --------
FINANCING ACTIVITIES:

     Net payments under accounts receivable securitization......................     (30,000)        (500)
     Net payments under revolving credit agreement..............................     (26,617)     (11,967)
                                                                                    --------     --------
Net cash used in financing activities...........................................     (56,617)     (12,467)
                                                                                    --------     --------

Effects of changes in foreign exchange rates....................................      (1,027)         (33)
                                                                                    --------     --------
Decrease in cash................................................................      (9,294)        (688)
Cash, beginning of period.......................................................      28,129       24,230
                                                                                    --------     --------
CASH, END OF PERIOD.............................................................    $ 18,835     $ 23,542
                                                                                    ========     ========

SUPPLEMENTAL CASH FLOW INFORMATION:
Cash payments during the period for:
     Interest, net of interest received.........................................    $  5,215     $  4,548
     Income taxes, net of refunds...............................................         155         (318)
</TABLE>

            See Notes to Condensed Consolidated Financial Statements.
                                      -5-
<PAGE>
              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 income  and of cash  flows for the three
months  ended  March  31,  2001  and  2002  have  been   prepared  by  Core-Mark
International,  Inc.  and  subsidiaries  (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 March 31,
2002, and the results of its  operations and cash flows for the interim  periods
ended March 31, 2001 and 2002, 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,  2001,  is
derived  from  the  audited  financial  statements  but  does  not  include  all
disclosures  required by accounting  principles generally accepted in the United
States of America. 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,  2001  ("2001  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, 2001 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 $0.4  million and $0.2  million for the three months ended March
31,  2001  and  2002,  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 $141.4  million and $153.5 million for the three months ended
March 31, 2001 and 2002, respectively.

4.  NEW  ACCOUNTING  STANDARDS

     In June 2001, the Financial  Accounting  Standards  Board  ("FASB")  issued
Statement  of  Financial   Accounting   Standard  ("SFAS")  No.  141,  "Business
Combinations" and SFAS No.142,  "Goodwill and Other Intangible Assets". SFAS No.
141 requires  that all business  combinations  initiated  after June 30, 2001 be
accounted for under the purchase  method and  addresses the initial  recognition
and measurement of goodwill and other  intangible  assets acquired in a business
combination.  SFAS No. 142 addresses the initial  recognition and measurement of
intangibles   assets  acquired  outside  of  a  business   combination  and  the
recognition and measurement of goodwill and other intangibles  assets subsequent
to their  acquisition.  The Company  adopted SFAS No. 142 on January 1, 2002 and
goodwill  is no  longer  being  amortized  but  is  required  to be  tested  for
impairment  at least  annually.  The Company is  evaluating  the impact that the
adoption SFAS No. 142 will have on its financial position, results of operations
and cash flows.  The Company will complete the impairment  analysis for goodwill
during the second quarter.  Goodwill  amortization  expense totaled $2.1 million
for the fiscal year ended December 31, 2001.

     In  August  2001,  the  FASB  issued  SFAS  No.  144,  "Accounting  for the
Impairment or Disposal of Long-Lived Assets." While SFAS No. 144 supersedes SFAS
No. 121,  "Accounting for the Impairment of Long-Lived Assets and for Long-Lived
Assets to Be Disposed Of", it retains many of the fundamental provisions of that
Statement.  SFAS No. 144 also supersedes the accounting and reporting  provision
of APB No. 30,  "Reporting  the Results of  Operations-Reporting  the Effects of
Disposal  of  a  Segment  of  a  Business,   and  Extraordinary,   Unusual,  and
Infrequently  Occurring Events and Transactions" for the disposal of a business.
It  retains,  however,  the  requirement  in APB  No.  30 to  report  separately
discontinued operations,  and extends that reporting to a component of an entity
that either has been disposed of or is classified as held for sale.  The Company
adopted  SFAS No. 144 on January 1, 2002.  The  adoption of SFAS No. 144 did not
have  a  material  impact  on  the  Company's  financial  position,  results  of
operations or cash flows.
                                      -6-
<PAGE>

5.  COMPREHENSIVE INCOME

     The Company's comprehensive income was $1.0 million and $3.7 million for
the three months ended March 31, 2001 and 2002 respectively, which included net
income and other comprehensive losses related to foreign currency translation
adjustments.

6.  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  2001 Form 10-K.  Wholesale
distribution  segment  information for the three months ended March 31 and asset
information  as of  December  31,  2001 and  March 31,  2002 is set forth  below
(dollars in thousands):
<TABLE>
<CAPTION>
                                                                                         Three Months
                                                                                        Ended March 31,
                                                                                    ---------------------
                                                                                      2001         2002
                                                                                    --------     --------
<S>                                                                                   <C>           <C>

         Net sales from external customers.............................             $754,266     $825,153

         Segment pre tax operating income (1)..........................             $  3,625     $  5,727
         Less: Goodwill and other unallocated amortization ............                  587          109
               Interest expense: unallocated and other.................                 (915)      (1,287)
               Amortization of debt refinancing costs..................                  318          318
                                                                                    --------     --------
         Consolidated income before income taxes.......................             $  3,635     $  6,587
                                                                                    ========     ========
</TABLE>

<TABLE>
<CAPTION>

         Assets                                                                   December 31,   March 31,
                                                                                      2001         2002
                                                                                    --------     --------
<S>                                                                                   <C>           <C>

         Segment information..........................................              $382,015     $368,585
         Add: Corporate and other......................................                8,126        7,880
                                                                                    --------     --------
         Consolidated assets...........................................             $390,141     $376,465
                                                                                    ========     ========
</TABLE>

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


7.  Agreement and Plan of Merger with Fleming Companies

     Core-Mark  International,  Inc.,  Fleming  Companies,  Inc.,  and  Platform
Corporation, a wholly owed subsidiary of Fleming Companies, Inc. entered into an
Agreement  and Plan of Merger  dated as of April  23,  2002,  pursuant  to which
Fleming  Companies,  Inc.  will acquire the  Company.  The  consummation  of the
transaction  is subject  to certain  conditions  being met as  described  in the
Merger  Agreement.







                                      -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 2001 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.  In the quarter ended March 31, 2002,  approximately 72%, 19% and 9%
of the  Company's  net sales were derived  from  cigarettes,  food  products and
non-food products, respectively.

     On April 23, 2002 the Company and Fleming  Companies,  Inc. entered into an
agreement  and plan of merger,  pursuant to which Fleming  Companies,  Inc. will
acquire the Company. The merger is expected to close prior to June 30, 2002.

TOBACCO INDUSTRY BUSINESS ENVIRONMENT

     Manufacturers and distributors of cigarettes and other tobacco products are
currently  facing 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;  increased  litigation
involving  health  and other  effects  of  cigarette  smoking  and other uses of
tobacco;  and  litigation by the U.S.  Department of Justice to recover  federal
Medicare  costs  allegedly  connected to smoking.  The tobacco  industry is also
currently  subject  to  significant   regulatory   restrictions,   such  as  the
requirement  that product  packages  display  warning  labels,  a prohibition on
television and radio advertising and prohibitions on sales to minors.

     On March 21, 2000, the U.S. Supreme Court ruled that the United States Food
and Drug  Administration  (the "FDA") does not have jurisdiction over cigarettes
and smokeless tobacco products.  Subsequent to this ruling, legislation has been
introduced in Congress  that would grant the FDA  authority to regulate  tobacco
products.  Although  no such  legislation  passed  during  the  year  2001,  the
prospects  for  similar  legislation  in  the  future  are  uncertain.  If  such
legislation  is  passed,  there  could be no  assurance  that the FDA  would not
promulgate  regulations  that  would  result  in a  material  reduction  in  the
consumption of tobacco products in the United States,  or would otherwise have a
material adverse effect on the Company's business and financial position.

     In November 1998, 46 states,  five territories and the District of Columbia
entered into a settlement of approximately  $250 billion with four major tobacco
companies to resolve  litigation  over  smoking-related  costs incurred by state
Medicaid  programs.  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 tobacco products.

     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  (including the use of
cartoons  in such  promotion);  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).  These provisions took effect
by April 23, 1999.

                                      -8-
<PAGE>

     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 - including  substantial  increases in excise
taxes - 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.  Nonetheless,  the  Company  does
anticipate  that any  increase in  cigarette  prices,  whether as a result of an
increase  in  excise  taxes or some  other  regulatory  initiative,  may cause a
reduction of the consumption of tobacco products in the relevant jurisdiction.

     In  addition,  proposals  have been  made in  Congress  in recent  years to
require additional warning notices on tobacco products,  to disallow advertising
and  promotional  expenses as  deductions  under  federal tax law and to further
regulate the production and  distribution  of cigarettes and smokeless  tobacco.
While neither the state Medicaid  litigation  settlement nor recent  legislation
would  impose  restrictions  on the sale of  cigarettes  and  smokeless  tobacco
products to adults, there can be no assurance that such restrictions will not be
proposed  in the future or that any such  proposed  legislation  or  regulations
would not result in a material  reduction of the consumption of tobacco products
in the  United  States  or  would  not have a  material  adverse  effect  on the
Company's business and financial position.

     The Company is subject to various federal,  state and local  environmental,
health and safety laws and regulations. Generally, these laws impose limitations
on the discharge of pollutants  and the presence of hazardous  substances in the
workplace  and establish  standards for vehicle and employee  safety and for the
handling  of solid  and  hazardous  wastes.  These  laws  include  the  Resource
Conservation  and  Recovery  Act,  the  Comprehensive   Environmental  Response,
Compensation  and  Liability  Act,  the Clean Air Act, the  Hazardous  Materials
Transportation   Act  and  the  Occupational   Safety  and  Health  Act.  Future
developments,  such as stricter environmental or employee health and safety laws
and regulations thereunder,  could affect the Company's operations.  The Company
does not currently  anticipate  that the cost of its  compliance  with or of any
foreseeable  liabilities under environmental and employee health and safety laws
and  regulations  will  have a  material  adverse  effect  on its  business  and
financial condition.

THREE MONTHS ENDED MARCH 31, 2002 COMPARED TO THREE MONTHS ENDED MARCH 31, 2001

     NET SALES.  Net sales for the three months ended March 31, 2002 were $825.2
million,  an increase of $70.9 million or 9.4% over the same period in 2001. 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 2002
compared to 2001.

     Net sales of  cigarettes  for the three  months  ended  March 31, 2002 were
$593.8  million,  an increase  of $48.1  million or 8.8% over the same period in
2001. 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 three months ended March 31, 2002
were 20.3 million  cartons,  an increase of 0.7 million cartons or 3.7% from the
same period of 2001.

     Net sales of food and  non-food  products  for the three months ended March
31, 2002 were  $231.4  million,  an increase of $22.8  million or 11.0% over the
same period in 2001. The increase occurred  primarily in fast food sales,  which
increased $7.5 million, or 26.4%,  primarily due to new customer volume; general
merchandise,  which increased $5.2 million or 28.9%, due to increases in new and
existing customer volume; and snacks, which increased $4.0 million or 23.0%, due
to increases in new and existing customer volume.

     GROSS  PROFIT.  Gross  profit for the three months ended March 31, 2002 was
$50.9 million, an increase of $1.7 million or 3.5% over the same period in 2001.
The gross profit  margin for the three months ended March 31, 2002  decreased to
6.2% of net sales as compared to 6.5% of net sales for the comparable  period in
2001.  The decline in overall  gross  profit  margin was  principally  due to an
increase in the wholesale  cost of cigarettes  over the past year.  Gross profit
margins on  cigarettes  are  significantly  lower  than the  margins on food and
non-food products,  and the larger growth in cigarette  revenues  contributed to
the overall  reduction in margins.  In addition gross profit margins on food and
non-food products declined slightly.

     For the three  months  ended March 31, 2002,  the Company  recognized  LIFO
expense of $0.2 million  compared to $0.4 million for the  comparable  period in
2001.

                                      -9-
<PAGE>

     OPERATING  AND  ADMINISTRATIVE   EXPENSES.   Operating  and  administrative
expenses  for the three  months  ended  March 31,  2002 were  $41.5  million,  a
decrease  of $0.7  million  or 1.6% as  compared  to the  same  period  in 2001.
Operating  expenses for the three months ended March 31, 2002  decreased to 5.0%
of net  sales as  compared  to 5.6% of net  sales  for the same  period in 2001,
primarily due to the fact that the Company continues to exert tight control over
expenses.

     OPERATING  INCOME. As a result of the foregoing  factors,  operating income
for the three months ended March 31, 2002 was $9.4 million,  an increase of $2.4
million or 34.3% over the same  period in 2001.  As a  percentage  of net sales,
operating income for the three months ended March 31, 2002 was 1.1%, as compared
to 1.0% for the same period in 2001.

     NET INTEREST EXPENSE. Net interest expense for the three months ended March
31, 2002 was $2.5  million,  a decrease of $0.6  million or 18.2% as compared to
the same period in 2001, which resulted from a decrease in the Company's average
debt levels and a decrease 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 $151.0 million at March 31, 2002, a
decrease of $12.5 million or 7.6% from $163.5  million at December 31, 2001. 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.

     The following table  summarizes the Company's debt  obligations as of March
31, 2002 (in thousands):

<TABLE>
<CAPTION>
<S>                                                <C>

Current portion of long-term debt:
     Accounts Receivable facility.............  $ 76,000
Long term debt:
     Revolving Credit facility................         0
     Senior Subordinated notes................    75,000
                                                --------
Total.........................................  $151,000
                                                ========
</TABLE>

     The revolving period of the Accounts Receivable Facility expires in January
2003.  This facility is structured such that,  upon  expiration,  the subsequent
collections of U.S. trade  receivables are used to pay the  outstanding  balance
until it is paid in full.  The Revolving  Credit  Facility  expires on April 30,
2003.  The Senior  Subordinated  notes mature on September 15, 2003. The Company
intends to refinance all outstanding  long-term debt prior to their  maturities.
If the acquisition of the Company by Fleming Companies, Inc. does not occur, the
Company will explore  alternative  financing  arrangements.  These  alternatives
include  arrangements  similar to existing  arrangements  such as a new accounts
receivable securitization,  a revolving facility, new senior subordinated notes,
as well as other financing  vehicles.  Depending on the market conditions at the
time of the refinancing, the terms obtained by the Company may, or may not be as
favorable as the current terms.

     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. Inventories at March 31, 2002 were significantly higher then normal for
this  time of year,  due to the  decision  to  build  cigarette  inventories  in
anticipation  of a manufacturer  cigarette  price increase in early April.  This
resulted in a decline in cash  provided by operating  activites  compared to the
same period in 2001.

     The Company made capital  expenditures of $0.2 million in the first quarter
of 2002.  For the  remainder  of  2002,  the  Company  estimates  it will  spend
approximately $4 to $6 million for capital requirements,  principally consisting
of warehouse and other equipment.

                                      -10-
<PAGE>

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 quarter of 2002, such taxes on cigarettes
represented  approximately  23% of  cigarette  net sales in the U.S.  and 45% 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.

     Under  current  law,  almost all state and  Canadian  provincial  taxes are
payable by the Company  under  credit  terms  which,  on the  average,  are more
favorable  than 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).

     As of January 1, 2002,  the U.S.  federal excise tax on cigarettes is $3.90
per carton of cigarettes,  which  includes a $.50 per carton  increase that took
effect on January  1, 2002.  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.  Increases in U.S. federal excise taxes raise the Company's  working
capital  requirements by increasing the balances of its inventories and accounts
receivable.  While the Company is unaware of any pending  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.







                                      -11-
<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  Consolidated  Financial  Statements
contained in the Company's 2001 annual report on Form 10-K.

                                      -12-
<PAGE>



                           PART II - OTHER INFORMATION


Item 1:  LEGAL PROCEEDINGS

     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.
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 proceed on two
"civil RICO"  grounds.  The parties have filed  various  procedural  motions and
pre-trial  documents.  The  trial is  scheduled  to begin in July  2003.  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.

     On July 14,  2000,  a Florida  state court jury  awarded a class of Florida
smokers  $145  billion  in  punitive  damages  against  the major  U.S.  tobacco
companies.  The  tobacco  companies  moved to set aside the award and remove the
case to federal court; such motions were denied,  as was the tobacco  companies'
request for a new trial. The tobacco companies appealed the judgment. The appeal
is pending in the Third  District  Court of  Appeals in Miami,  Florida.  If the
class of Florida  smokers  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.

     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

         None.

(b)      Reports on Form 8-K:

         None.

                                      -13-
<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 May 15, 2002.


                          CORE-MARK INTERNATIONAL, INC.



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



                                      -14-