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, 2000




                                       OR


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

   For the transition period from ____________________to_____________________

                        Commission file number 333-14217

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

             (Exact name of registrant as specified in its charter)

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

         395 Oyster Point Boulevard, Suite 415
         South San Francisco, CA                                           94080
         (Address of principal executive offices)                     (Zip Code)

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

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

     Indicate  by check mark  whether the  registrant  (1) has filed all reports
required to be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of
1934  during  the  preceding  12 months  (or for such  shorter  period  that the
registrant was required to file such reports),  and (2) has been subject to such
filing requirements for the past 90 days. _x_ Yes ___ No

                        At April 30, 2000, Registrant had
                  outstanding 5,500,000 shares of Common Stock.

                 ===============================================
<PAGE>

                 Core-Mark International, Inc. and Subsidiaries

                    FORWARD-LOOKING STATEMENTS OR INFORMATION

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

                                                                            Page
PART I - FINANCIAL INFORMATION
<S>                                                                          <C>

Item 1: Financial Statements

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

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

Item 3: Quantitative and Qualitative Disclosures About Market
        Risk................................................................  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,
                                                                                      1999             2000
                                                                                -------------    -------------
                                                                                                   (Unaudited)
<S>                                                                                 <C>                <C>

Assets
Current assets:
     Cash ......................................................................  $ 17,279         $ 19,255
     Receivables:
         Trade accounts, less allowance for doubtful accounts of $2,320 and
              $2,442, respectively..............................................   104,983          112,265
         Other .................................................................    15,287           12,635
     Inventories, net of LIFO allowance of $40,003 and $40,753, respectively....   109,139           77,657
     Prepaid expenses and other.................................................     5,921            6,342
                                                                                  --------         --------
         Total current assets ..................................................   252,609          228,154

Property and equipment .........................................................    66,696           67,248
     Less accumulated depreciation .............................................   (37,277)         (37,685)
                                                                                  --------         --------
     Net property and equipment ................................................    29,419           29,563

Other assets  ..................................................................     5,642            5,684
Goodwill, net of accumulated amortization of $21,458 and $21,978,
     respectively ..............................................................    62,398           61,877
                                                                                  --------         --------
                                                                                  $350,068         $325,278
                                                                                  ========         ========
Liabilities and Shareholders' Equity
Current liabilities:
     Trade accounts payable.....................................................  $ 51,093         $ 57,139
     Cigarette and tobacco taxes payable........................................    59,975           58,375
     Income taxes payable.......................................................     3,932            4,979
     Deferred income taxes......................................................     4,851            4,886
     Other accrued liabilities..................................................    31,073           27,725
                                                                                  --------         --------
         Total current liabilities..............................................   150,924          153,104

Long-term debt..................................................................   165,335          136,414
Other accrued liabilities and deferred income taxes.............................     7,859            8,000
                                                                                  --------         --------
     Total liabilities..........................................................   324,118          297,518

Commitments and contingencies:
Shareholders' equity:
     Common stock; $.01 par value; 10,000,000 shares authorized;
         5,500,000 shares issued and outstanding ...............................        55               55
     Additional paid-in capital.................................................    26,121           26,121
     Retained earnings..........................................................     5,123            7,027
     Accumulated comprehensive loss:
         Foreign currency translation adjustments...............................    (2,949)         (3,043)
         Minimum pension liability adjustment...................................    (2,400)         (2,400)
                                                                                  --------         --------
         Total shareholders' equity.............................................    25,950           27,760
                                                                                  --------         --------
                                                                                  $350,068         $325,278
                                                                                  ========         ========
</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,
                                                                                  ------------------------
                                                                                    1999            2000
                                                                                  --------        --------
<S>                                                                                  <C>              <C>

Net sales ...............................................................         $629,452         $722,808
Cost of goods sold ......................................................          583,882          676,789
                                                                                  --------         --------
     Gross profit .......................................................           45,570           46,019
Operating and administrative expenses ...................................           37,871           39,026
                                                                                  --------         --------
     Operating income ...................................................            7,699            6,993

Interest expense, net ...................................................            3,395            3,054
Amortization of debt refinancing costs ..................................              318              318
                                                                                  --------         --------
     Income before income taxes .........................................            3,986            3,621

Income tax expense.......................................................            1,674            1,717
                                                                                  --------         --------
     Net income..........................................................         $  2,312         $  1,904
                                                                                  ========         ========
</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,
                                                                                  -------------------------
                                                                                    1999             2000
                                                                                  --------         --------
CASH PROVIDED BY OPERATING ACTIVITIES:
<S>                                                                                  <C>               <C>

Net income    ...........................................................         $  2,312         $  1,904

     Adjustments to reconcile net income to
         net cash provided by operating activities:
     LIFO expense........................................................              100              750
     Amortization of goodwill............................................              521              521
     Depreciation and amortization.......................................            1,550            1,556
     Amortization of debt refinancing fees...............................              318              318
     Deferred income taxes...............................................              317              164
     Other adjustments for non-cash and non-operating activities.........               53              (19)

     Changes in operating assets and liabilities.........................           45,929           27,316
                                                                                  --------         --------
Net cash provided by operating activities ...............................           51,100           32,510
                                                                                  --------         --------
INVESTING ACTIVITIES:

     Additions to property and equipment ................................             (971)          (1,519)
                                                                                  --------         --------
Net cash used in investing activities ...................................             (971)          (1,519)
                                                                                  --------         --------
FINANCING ACTIVITIES:

     Net borrowings (payments) under accounts receivable securitization..            3,000          (25,000)
     Net payments under revolving credit agreement ......................          (59,125)          (3,921)
                                                                                  --------         --------
Net cash used in financing activities ...................................          (56,125)         (28,921)
                                                                                  --------         --------

Effects of changes in foreign exchange rates.............................              253              (94)
                                                                                  --------         --------
Increase (decrease) in cash .............................................           (5,743)           1,976
Cash, beginning of period ...............................................           24,586           17,279
                                                                                  --------         --------
CASH, END OF PERIOD......................................................         $ 18,843         $ 19,255
                                                                                  ========         ========

SUPPLEMENTAL CASH FLOW INFORMATION:
Cash payments during the period for:
     Interest ...........................................................         $  5,534         $  5,125
     Income taxes .......................................................               63              507
</TABLE>



            See Notes to Condensed Consolidated Financial Statements.
                                      -5-

<PAGE>

              Notes to Condensed Consolidated Financial Statements
                        Three Months Ended March 31, 2000
                                   (Unaudited)


1.  BASIS OF PRESENTATION

     The  condensed  consolidated  balance  sheet as of March  31,  2000 and the
condensed  consolidated   statements  of  income  and  of  cash  flows  for  the
three-month  periods  ended  March  31,  1999 and 2000  have  been  prepared  by
Core-Mark International, Inc. (the "Company"). In the opinion of management, all
adjustments,  consisting  only of normal  recurring  adjustments,  necessary  to
present  fairly the  financial  position  of the  Company at March 31, 2000 with
respect  to  the  interim  financial  statements,  and  of  the  results  of its
operations  and cash  flows  for the  interim  periods  then  ended,  have  been
included.  The results of operations for the interim periods are not necessarily
indicative of the operating results for the full year.

     The  condensed  consolidated  balance  sheet as of December  31,  1999,  is
derived  from  the  audited  financial  statements  but  does  not  include  all
disclosures  required by generally  accepted  accounting  principles.  The notes
accompanying  the consolidated  financial  statements of the Company included in
the Company's  Annual  Report on Form 10-K for the year ended  December 31, 1999
("1999 Form 10-K") include a description of the Company's significant accounting
policies and additional  information  pertinent to an  understanding of both the
December 31, 1999 balance sheet and the interim  financial  statements  included
herein.

2.  INVENTORIES

     The condensed  consolidated  financial  statements have been prepared using
the LIFO  method  of  accounting  for  inventories.  The use of the LIFO  method
resulted in an increase  in cost of goods sold and a  corresponding  decrease in
inventories  of $100,000  and $750,000 for the three months ended March 31, 1999
and 2000,  respectively.  Interim LIFO  calculations  are based on  management's
estimates of year-end inventory levels and inflation rates for the year.

3.  EXCISE TAXES

     State and provincial excise taxes on cigarettes  included in sales and cost
of goods sold were $128.8  million and $144.2 million for the three months ended
March 31, 1999 and 2000, respectively.

4.  COMPREHENSIVE INCOME

     The Company's total comprehensive  income was $2,669,000 and $1,810,000 for
the three  months  ended March 31, 1999 and 2000  respectively,  which  included
other comprehensive income related to foreign currency translation adjustments.

                                      -6-


<PAGE>

5. SEGMENT INFORMATION

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

<TABLE>
<CAPTION>

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

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

         Net sales from external customers.............................           $629,452         $722,808

         Segment pre tax operating income (1) .........................           $  4,884         $  4,411
         Less: Goodwill and other unallocated amortization ............                562              588
                 Interest expense: unallocated and other...............                 18             (116)
                 Amortization of debt refinancing costs ...............                318              318
                                                                                  --------         --------
         Consolidated income before income taxes.......................           $  3,986         $  3,621
                                                                                  ========         ========
</TABLE>

<TABLE>
<CAPTION>


         ASSETS                                                                  December 31,      March 31,
                                                                                    1999             2000
                                                                                  --------         --------
<S>                                                                                  <C>              <C>

         Segment information...........................................           $338,038         $313,359
         Add: Corporate and other......................................             12,030           11,919
                                                                                  --------         --------
         Consolidated assets...........................................           $350,068         $325,278
                                                                                  ========         ========
</TABLE>


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

                                      -7-


<PAGE>

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


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


GENERAL

     The  Company  is one  of the  largest  broad-line,  full-service  wholesale
distributors of packaged consumer products to the convenience retail industry in
western  North  America.   The  products  distributed  by  the  Company  include
cigarettes,  food  products  such as candy,  fast food,  snacks,  groceries  and
non-alcoholic beverages, and non-food products such as film, batteries and other
sundries,  health and beauty  care  products  and  tobacco  products  other than
cigarettes.  In the quarter ended March 31,  2000, 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
face a number of  significant  issues that affect the  business  environment  in
which they operate including proposed additional governmental regulation; actual
and  proposed  excise tax  increases  (see  "Impact of  Tobacco  Taxes"  below);
increased litigation involving health and other effects of cigarette smoking and
other uses of  tobacco;  and  potential  litigation  by the U.S.  Department  of
Justice to recover federal Medicare costs allegedly connected to smoking.

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

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

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

     In light of failure of the  national  settlement  legislation,  in November
1998, the four largest U.S. cigarette manufacturers and the attorneys general of
46 states, five territories, and the District of Columbia agreed to a settlement
of approximately $400 billion for public  health-care costs allegedly  connected
to smoking.  The  settlement - which takes effect in each settling  jurisdiction
when the courts in each such  jurisdiction  enter a final consent decree and any
appeals  of such  decree  are  disposed  of or become  time-barred  - allows for
payment of the agreed sum by the cigarette  manufacturers over 25 years, settles
the state and  territory  health-care  claims  against the tobacco  industry and
imposes a number of new marketing,  advertising, sales and other restrictions on
tobacco  products.  As a direct result of this  settlement,  the major cigarette
manufacturers  raised the  wholesale  price of  cigarettes  by $4.50 per carton,
effective November 24, 1998, bringing the total per-carton price increase in the
United States in 1998 to $6.35.
                                      -8-
<PAGE>

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

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

     On September 22, 1999,  the U.S.  Department of Justice filed "an action to
recover health care costs paid for and furnished...by the federal government for
lung cancer, heart disease, emphysema and other tobacco-related illnesses caused
by the fraudulent and tortious  conduct of..." the major tobacco  manufacturers.
The defendant companies  announced that they would fight the litigation,  and on
December 27, 1999 moved to dismiss the  government's  complaint.  The government
opposed the motion to dismiss on February  25,  2000,  the  defendant  companies
replied  to the  government's  opposition  on March 27,  2000,  and the  court's
decision is pending. If the Justice Department prevails in the litigation, or if
the litigation is settled,  there can be no assurance  that the litigation  will
not result in  increased  cigarette  prices  and/or a material  reduction of the
consumption of tobacco products in the United States;  such circumstances  could
have a material adverse affect on the Company's business and financial position.

     Effective  January 1, 1999,  the State of  California  increased  the state
excise  tax on  cigarettes  by $5.00 per  carton.  California  is the  Company's
largest market,  representing approximately 42% of carton sales during the three
months ended March 31, 2000.

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

     The Company believes that price and tax increases of the magnitude recently
experienced,  as well as  increases  which occur in the future (see  "-Impact of
Tobacco Taxes"),  will have a negative impact on overall industry unit sales and
will negatively affect the Company's sales of tobacco products. The Company does
not believe that it is able to quantify  the impact of these  higher  prices and
taxes on future sales of  cigarettes  and other tobacco  products.  Manufacturer
price  increases  will also  increase the  Company's  debt and interest  expense
levels.  The Company  believes that it has adequate  financing  arrangements  in
place at the present time to finance the additional working capital requirements
of the most recent manufacturer price increases.  However, depending upon future
levels of manufacturer price increases,  or if the terms or amounts of state and
provincial excise taxes were adversely  changed,  the Company may be required to
seek  additional  financing  in  order to meet  future  higher  working  capital
requirements.

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


THREE MONTHS ENDED MARCH 31, 2000  COMPARED TO THREE MONTHS ENDED MARCH 31, 1999

     NET SALES.  Net sales for the three months ended March 31, 2000 were $722.8
million, an increase of $93.4 million or 14.8% over the same period in 1999. The
increase  in net  sales  was  primarily  due to an  increase  in  net  sales  of
cigarettes,  as well as increased  sales of food and  non-food  products in 2000
compared to 1999.

                                      -9-
<PAGE>

     Net sales of  cigarettes  for the three  months  ended  March 31, 2000 were
$519.9  million,  an increase of $84.5  million or 19.4% over the same period in
1999. The increase in net sales of cigarettes was  principally  due to increases
in  manufacturers'  list  prices,  which  have been  passed on to the  Company's
customers  in the form of higher  prices and an  increase in carton  sales.  The
Company's  total  cigarette unit sales for the three months ended March 31, 2000
were 19.2 million  cartons,  an increase of 1.4 million cartons or 8.1% from the
same period of 1999. Cigarette carton sales in the U.S. increased by 1.3 million
cartons  or 9.2%  compared  to the same  period  in 1999.  The  increase  in the
Company's carton sales occurred primarily in California, and was due to a number
of factors.  Consumers in California purchased large quantities of cigarettes in
December  1998,  in advance of the  increase in state  excise taxes which became
effective  January 1, 1999. This had a negative impact on the Company's sales of
cigarettes in the first three months of 1999. Additionally, the competition from
so called grey market  cigarettes  appears to have  lessened with the passage of
California  bill  SB702.  This bill,  passed in October  1999 made it illegal to
affix state tax stamps to grey market  cigarettes.  For the three  months  ended
March  31,  2000,  cigarette  carton  sales in the  United  States,  outside  of
California,  were  substantially the same in 2000 as in the comparable period of
1999.

     Net sales of food and  non-food  products  for the three months ended March
31, 2000 were $202.9 million,  an increase of $8.8 million or 4.6% over the same
period in 1999.

     GROSS  PROFIT.  Gross  profit for the three months ended March 31, 2000 was
$46.0 million, an increase of $0.4 million or 1.0% over the same period in 1999.
The gross profit  margin for the three months ended March 31, 2000  decreased to
6.4% of net sales as compared to 7.2% of net sales for the comparable  period in
1999.  The  decline in overall  gross  profit  margin was  primarily  due to the
increase in the wholesale cost of cigarettes  over the past year.  Gross margins
on  cigarettes  are  significantly  lower than the margins on food and  non-food
products,  and the much faster growth in cigarette  revenues  caused the overall
reduction in margins.

     For the three  months  ended March 31, 2000,  the Company  recognized  LIFO
expense of $0.8 million  compared to $0.1 million for the  comparable  period in
1999.  The  increase in LIFO  expense for the three months ended March 31, 2000,
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
1999.

     OPERATING  AND  ADMINISTRATIVE   EXPENSES.   Operating  and  administrative
expenses  for the three  months  ended  March 31,  2000 were $39.0  million,  an
increase  of $1.2  million or 3.1% over the same period in 1999.  However,  such
expenses  for the three  months  ended March 31, 2000  decreased  to 5.4% of net
sales as compared to 6.0% for the same period in 1999.  The decline in operating
expenses  as a percent  of net sales is  primarily  due to the  higher  level of
cigarette net sales resulting from cigarette price increases.

     OPERATING  INCOME. As a result of the foregoing  factors,  operating income
for the three months ended March 31, 2000 was $7.0  million,  a decrease of $0.7
million or 9.2% as compared to the same period in 1999.  As a percentage  of net
sales,  operating  income for the three months ended March 31, 2000 was 1.0%, as
compared to 1.2% for the same period in 1999.

     NET INTEREST EXPENSE. Net interest expense for the three months ended March
31, 2000 was $3.1 million, a decrease of $0.3 million or 10.0% compared to 1999,
which resulted from a decrease in the Company's average debt levels.


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  $136.4 million at March 31, 2000, a
decrease of $28.9 million or 17.5% from $165.3 million at December 31, 1999. The
net decrease in outstanding debt is primarily due to decreased borrowings needed
to finance working capital funding requirements which resulted from the increase
in net cash  provided  from  operating  activities  experienced  in  2000.  Debt
requirements  are  generally  the  highest  at  December  31,  when the  Company
historically carries higher inventory.
                                      -10-
<PAGE>

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

     The Company made capital  expenditures of $1.5 million in the first quarter
of 2000.  For the  remainder  of  2000,  the  Company  estimates  it will  spend
approximately $5 to $6 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 2000, such taxes on cigarettes
represented  approximately  24% 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.

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

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

     The U.S.  federal excise tax on cigarettes is currently $3.40 per carton of
cigarettes,  including a $1.00 per carton increase,  which was effective January
1, 2000.  Legislation  was enacted that will raise the federal  excise tax by an
additional $.50 per carton of cigarettes in 2002. In its fiscal 2001 budget, the
Administration  proposed  accelerating  the scheduled  increase for 2002 to take
effect October 1, 2000. Congress has not considered the proposed acceleration to
this date and is not  scheduled  to do so until the  summer of 2000.  Unlike the
state and  provincial  taxes  described  above,  U.S.  federal  excise  taxes on
cigarettes  are paid by the cigarette  manufacturers  and passed  through to the
Company as a component of the cost of cigarettes. Such increases in U.S. federal
taxes will increase the Company's working capital requirements by increasing the
balances of its  inventories and accounts  receivable.  The President as well as
various members of Congress has suggested  additional  excise taxes on cigarette
and tobacco products,  either as part of the proposed legislative  resolution of
various issues affecting the U.S. tobacco industry discussed above or to finance
unrelated  federal  spending.   While  the  Company  is  unaware  of  additional
legislation  that might further  increase the federal  excise tax on cigarettes,
there can be no assurance  that similar  proposals will not be considered in the
future.


NEW ACCOUNTING STANDARDS

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

                                      -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  1999  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  or  injuries  allegedly  caused  by the  use of  tobacco
products.

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

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

Item 2:  Changes in Securities and Use of Proceeds

         Not applicable


Item 3: Defaults Upon Senior Securities

         Not applicable


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

         Not applicable


Item 5: Other Information

         Not applicable


Item 6: Exhibits and Reports on Form 8-K

(a)      Exhibits


         27 -     Financial Data Schedule


(b)      Reports on Form 8-K:

         None.

                                      -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, 2000.


                          CORE-MARK INTERNATIONAL, INC.



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


                                      -14-