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, 2001




                                       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, 2001, 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, 2000
     and March 31, 2001.....................................................   3
     Condensed Consolidated Statements of Income for the three months
     ended March 31, 2000 and 2001..........................................   4
     Condensed Consolidated Statements of Cash Flows for the three
     months ended March 31, 2000 and 2001...................................   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,
                                                                                     2000               2001
                                                                                   ------------    -------------
                                                                                                    (Unaudited)
<S>                                                                                   <C>               <C>

Assets
Current assets:
     Cash.......................................................................   $ 28,129          $ 18,835
     Receivables:
         Trade accounts, less allowance for doubtful accounts of $2,660 and
              $3,100, respectively..............................................    109,594           115,224
         Other..................................................................     17,055            13,173
     Inventories, net of LIFO allowance of $46,319 and $46,716, respectively....    111,983            64,115
     Prepaid expenses and other.................................................      7,694             7,711
                                                                                   --------          --------
         Total current assets...................................................    274,455           219,058

Property and equipment..........................................................     72,954            72,690
     Less accumulated depreciation..............................................    (41,888)          (42,735)
                                                                                   --------          --------
     Net property and equipment.................................................     31,066            29,955

Other assets....................................................................      9,588             8,681
Goodwill, net of accumulated amortization of $23,540 and $24,061
     respectively...............................................................     59,767            59,246
                                                                                   --------          --------
Total assets....................................................................   $374,876          $316,940
                                                                                   ========          ========
Liabilities and Shareholders' Equity
Current liabilities:

     Trade accounts payable.....................................................   $ 51,791          $ 53,238
     Cigarette and tobacco taxes payable........................................     52,933            51,919
     Income taxes payable.......................................................      3,476             4,694
     Deferred income taxes......................................................      3,759             3,801
     Other accrued liabilities..................................................     31,851            27,599
                                                                                   --------          --------
         Total current liabilities..............................................    143,810           141,251

Long-term debt..................................................................    186,617           130,000
Other accrued liabilities and deferred income taxes.............................      8,591             8,856
                                                                                   --------          --------
     Total liabilities..........................................................    339,018           280,107

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..........................................................     16,178            18,180
     Accumulated comprehensive loss:
         Cumulative currency translation adjustments............................     (3,836)           (4,863)
         Additional minimum pension liability ..................................     (2,660)           (2,660)
                                                                                   --------          --------
         Total shareholders' equity.............................................     35,858            36,833
                                                                                   --------          --------
Total liabilities and shareholders' equity......................................   $374,876          $316,940
                                                                                   ========          ========
</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
                                                                                          Ended March 31,
                                                                                   --------------------------
                                                                                     2000              2001
                                                                                   --------          --------
<S>                                                                                   <C>               <C>

Net sales ......................................................................   $722,808          $754,266
Cost of goods sold .............................................................    676,789           705,121
                                                                                   --------          --------
     Gross profit ..............................................................     46,019            49,145
Operating and administrative expenses ..........................................     39,026            42,150
                                                                                   --------          --------
     Operating income ..........................................................      6,993             6,995

Interest expense, net ..........................................................      3,054             3,042
Amortization of debt refinancing costs .........................................        318               318
                                                                                   --------          --------
     Income before income taxes ................................................      3,621             3,635

Income tax expense..............................................................      1,717             1,633
                                                                                   --------          --------
     Net income.................................................................   $  1,904          $  2,002
                                                                                   ========          ========
</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,
                                                                                   --------------------------
                                                                                     2000              2001
                                                                                   --------          --------
<S>                                                                                   <C>               <C>

CASH PROVIDED BY OPERATING ACTIVITIES:

Net income......................................................................   $  1,904          $  2,002

     Adjustments to reconcile net income to net cash provided by operating
         activities:
     LIFO expense...............................................................        750               397
     Amortization of goodwill...................................................        521               521
     Depreciation and amortization..............................................      1,556             1,954
     Amortization of debt refinancing fees......................................        318               318
     Deferred income taxes......................................................        164               318
     Other......................................................................        (19)              719

     Changes in operating assets and liabilities................................     27,316            42,638
                                                                                   --------          --------
Net cash provided by operating activities.......................................     32,510            48,867
                                                                                   --------          --------
INVESTING ACTIVITIES:

     Additions to property and equipment........................................     (1,519)             (517)
                                                                                   --------          --------
Net cash used in investing activities...........................................     (1,519)             (517)
                                                                                   --------          --------
FINANCING ACTIVITIES:

     Net payments under accounts receivable securitization......................    (25,000)          (30,000)
     Net payments under revolving credit agreement..............................     (3,921)          (26,617)
                                                                                   --------          --------
Net cash used in financing activities...........................................    (28,921)          (56,617)
                                                                                   --------          --------

Effects of changes in foreign exchange rates....................................        (94)           (1,027)
                                                                                   --------          --------
Increase (decrease) in cash.....................................................      1,976            (9,294)
Cash, beginning of period.......................................................     17,279            28,129
                                                                                   --------          --------
CASH, END OF PERIOD.............................................................   $ 19,255          $ 18,835
                                                                                   ========          ========

SUPPLEMENTAL CASH FLOW INFORMATION:
Cash payments during the period for:
     Interest...................................................................   $  5,125          $  5,215
     Income taxes...............................................................        507               155
</TABLE>



            See Notes to Condensed Consolidated Financial Statements.
                                      -5-
<PAGE>



              NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
                        THREE MONTHS ENDED MARCH 31, 2001
                                   (UNAUDITED)


1.  BASIS OF PRESENTATION

     The  condensed  consolidated  balance  sheet as of March  31,  2001 and the
condensed  consolidated  statements  of income  and of cash  flows for the three
months  ended  March  31,  2000  and  2001  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,
2001,  and of the  results  of its  operations  and cash  flows for the  interim
periods  ended  March 31,  2000 and 2001,  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,  2000,  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,  2000  ("2000  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, 2000 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 $0.8  million and $0.4  million for the three months ended March
31,  2000  and  2001,  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 $144.2  million and $141.4 million for the three months ended
March 31, 2000 and 2001, respectively.

4.  NEW ACCOUNTING STANDARDS

     Statement of Financial Accounting Standards (SFAS) No. 133, "Accounting for
Derivative  Instruments  and Hedging  Activities,"  establishes  accounting  and
reporting  standards for derivative  instruments,  including certain  derivative
instruments embedded in other contracts and for hedging activities.  The Company
adopted the standard effective January 1, 2001 as required. The adoption of SFAS
No. 133 did not have a material impact on the Company's  consolidated  financial
statements.

     In September 2000, the Financial  Accounting  Standards Board (FASB) issued
SFAS No. 140,  "Accounting  for Transfers and Servicing of Financial  Assets and
Extinguishment  of Liabilities,"  which revises the standards for accounting for
securitizations  and other  transfers of  financial  assets and  collateral  and
requires  entities that have  securitized  financial  assets to provide specific
disclosures.  SFAS No. 140 is effective for transfers and servicing of financial
assets and  extinguishments  of liabilities  occurring after March 31, 2001. The
Company  is  evaluating  the  impact,  if any,  SFAS  No.  140  may  have on its
consolidated financial statements.


5.  COMPREHENSIVE INCOME

     The Company's total comprehensive income was $1.8 million and $1.0 million
for the three months ended March 31, 2000 and 2001 respectively, which included
net income and other comprehensive losses related to foreign currency
translation adjustments.

                                      -6-

<PAGE>

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  2000 Form 10-K.  Wholesale
distribution  segment  information for the three months ended March 31 and asset
information  as of  December  31,  2000 and  March 31,  2001 is set forth  below
(dollars in thousands):

<TABLE>
<CAPTION>

                                                                                          Three Months
                                                                                         Ended March 31,
                                                                                         ---------------

                                                                                     2000              2001
                                                                                   --------          --------
<S>                                                                                  <C>                <C>

         Net sales from external customers.............................            $722,808          $754,266

         Segment pre tax operating income (1)..........................            $  4,411          $  3,625
         Less: Goodwill and other unallocated amortization.............                 588               587
               Interest expense: unallocated and other.................                (116)             (915)
               Amortization of debt refinancing costs..................                 318               318
                                                                                   --------          --------
         Consolidated income before income taxes.......................            $  3,621          $  3,635
                                                                                   ========          ========
</TABLE>

<TABLE>
<CAPTION>

         Assets
         ------
                                                                                  December 31,       March 31,
                                                                                     2000              2001
                                                                                   --------          --------
<S>                                                                                   <C>               <C>

         Segment information...........................................            $362,593          $308,849
         Add: Corporate and other......................................              12,283             7,988
                                                                                   --------          --------
         Consolidated assets...........................................            $374,876          $316,837
                                                                                   ========          ========
</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 2000 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, 2001,  approximately 72%, 19% 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 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  (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.  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.

     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 cigarettes 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."  The major U.S.  tobacco  manufacturers  challenged  the
jurisdiction of the FDA to regulate tobacco products as "drugs" or "devices" and
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 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.  The prospects for this
legislation are 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.

                                      -8-
<PAGE>

     In light of the failure of the national settlement legislation, 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,
athletics  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.

     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,
on which all parties have filed  procedural  motions that the court continues to
review.  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.

     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 FDA regulations, 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  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.

     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  judgment 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  appealed the
judgment. The appeal is pending in the Third District Court of Appeals, 11th and
16th Circuits, in Miami, Florida.

                                      -9-
<PAGE>

     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, 2001 COMPARED TO THREE MONTHS
ENDED MARCH 31, 2000

     NET SALES.  Net sales for the three months ended March 31, 2001 were $754.3
million,  an increase of $31.5 million or 4.4% over the same period in 2000. 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 2001
compared to 2000.

     Net sales of  cigarettes  for the three  months  ended  March 31, 2001 were
$545.7  million,  an increase  of $25.9  million or 5.0% over the same period in
2000. 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, 2001
were 19.6 million  cartons,  an increase of 0.4 million cartons or 2.2% from the
same  period of 2000.  Net  sales of food and  non-food  products  for the three
months ended March 31, 2001 were $208.5 million,  an increase of $5.6 million or
2.8% over the same period in 2000.

     GROSS  PROFIT.  Gross  profit for the three months ended March 31, 2001 was
$49.1 million, an increase of $3.1 million or 6.8% over the same period in 2000.
The gross profit  margin for the three months ended March 31, 2001  increased to
6.5% of net sales as compared to 6.4% of net sales for the comparable  period in
2000.  The increase in gross profit  margin was due to slight  increases in both
cigarette and food and non-food gross profit margins.

     For the three  months  ended March 31, 2001,  the Company  recognized  LIFO
expense of $0.4 million  compared to $0.8 million for the  comparable  period in
2000.  The  decrease in LIFO  expense for the three months ended March 31, 2001,
was  primarily  the result of a cigarette  price  increase  that occurred in the
first quarter of 2000, whereas no such increase occurred in the first quarter of
2001.

     OPERATING  AND  ADMINISTRATIVE   EXPENSES.   Operating  and  administrative
expenses  for the three  months  ended  March 31,  2001 were $42.2  million,  an
increase  of $3.1  million  or 8.0%  over the  same  period  in 2000.  Operating
expenses  for the three  months  ended March 31, 2001  increased  to 5.6% of net
sales as  compared  to 5.4% of net sales for the same  period.  The  increase in
expenses is primarily due to costs associated with integrating and servicing new
customer business.

     OPERATING  INCOME. As a result of the foregoing  factors,  operating income
for the three months ended March 31, 2001 was $7.0 million, essentially the same
as the comparable period in 2000. As a percentage of net sales, operating income
for the three months ended March 31, 2001 was 0.9%,  as compared to 1.0% for the
same period in 2000.

     NET INTEREST EXPENSE. Net interest expense for the three months ended March
31, 2001 was $3.0  million,  essentially  the same as the  comparable  period in
2000.


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.

                                      -10-
<PAGE>

     The Company's debt obligations  totaled $130.0 million at March 31, 2001, a
decrease of $56.6 million or 30.3% from $186.6 million at December 31, 2000. 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  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 at interim periods than at the end of any fiscal year.

     The Company made capital  expenditures of $0.5 million in the first quarter
of 2001.  For the  remainder  of  2001,  the  Company  estimates  it will  spend
approximately $6 to $8 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 quarter of 2001, such taxes on cigarettes
represented  approximately  23% of  cigarette  net sales in the U.S.  and 43% 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,  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.  Legislation  was enacted that will raise the federal  excise tax by
$.50 per carton of cigarettes  in 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.  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. Legislation has been introduced in Congress
in 2001 to further increase the federal excise tax on cigarettes,  but prospects
for its passage are uncertain.


                                      -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 Company's  2000  Consolidated  Financial
Statements.

                                      -12-
<PAGE>


                           PART II - OTHER INFORMATION


Item 1:  Legal Proceedings

     As  previously  reported,  in November  1999,  the Company was named in two
separate  law  suits  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.  During the first quarter of 2001,  the Company was dismissed from one
of the above cases.

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

     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

         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 11, 2001.


                          CORE-MARK INTERNATIONAL, INC.



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



























                                      -14-