<PAGE>
                                                                Exhibit 99.1

                UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                                    FORM 11-K


(Mark One)
[X]  ANNUAL REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES
     EXCHANGE ACT OF 1934 [FEE REQUIRED]

For the fiscal year ended       September 30, 2003
                           ----------------------------
                                       OR

[ ]  TRANSITION REPORT PURSUANT TO SECTION 15(d) OF THE SECURITIES
     EXCHANGE ACT OF 1934 [NO FEE REQUIRED]

          For the transition period from ____________ to ___________


                         Commission file number 1-11556
                                                -------

               UNI-MARTS, INC. RETIREMENT SAVINGS & INCENTIVE PLAN
-------------------------------------------------------------------------------
                            (Full title of the plan)

                                 UNI-MARTS, INC.
-------------------------------------------------------------------------------
          (Name of issuer of the securities held pursuant to the plan)

477 East Beaver Avenue, State College, PA                            16801-5690
-------------------------------------------------------------------------------
(Address of principal executive offices)                             (Zip Code)






                        This Document Contains 18 Pages.
                            Exhibit Index on Page 17.


                                        1


<PAGE>



UNI-MARTS, INC.
RETIREMENT SAVINGS & INCENTIVE PLAN

TABLE OF CONTENTS
-------------------------------------------------------------------------------
                                                                           Page

INDEPENDENT AUDITORS' REPORT                                                 3

FINANCIAL STATEMENTS AS OF SEPTEMBER 30, 2003 AND 2002 AND FOR EACH
  OF THE THREE YEARS IN THE PERIOD ENDED SEPTEMBER 30, 2003:

 Statements of Net Assets Available for Benefits                             4

 Statements of Changes in Net Assets Available for Benefits                  5

 Notes to Financial Statements                                             6-13

SUPPLEMENTAL SCHEDULES AS OF SEPTEMBER 30, 2003:

Schedule H, Line 4(i) - Schedule of Assets Held for Investment Purposes     14

Schedule H, Part IV, Line 4(j) - Schedule of Reportable Transactions        15


Supplemental schedules required under the Employee Retirement Income Security
Act of 1974, other than the schedules listed above, are omitted because of the
absence of conditions under which they are required.



                                        2
<PAGE>

INDEPENDENT AUDITORS' REPORT


To the Trustees and Participants of
 Uni-Marts, Inc. Retirement Savings & Incentive Plan
State College, Pennsylvania

We have audited the accompanying statements of net assets available for benefits
of Uni-Marts, Inc. Retirement Savings & Incentive Plan (the "Plan") as of
September 30, 2003 and 2002, and the related statements of changes in net assets
available for benefits for each of the three years in the period ended September
30, 2003. These financial statements are the responsibility of the Plan's
management. Our responsibility is to express an opinion on these financial
statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.

In our opinion, such financial statements present fairly, in all material
respects, the net assets available for benefits of the Plan as of September 30,
2003 and 2002, and the changes in assets available for benefits for the years
then ended in conformity with accounting principles generally accepted in the
United States of America.

Our audits were conducted for the purpose of forming an opinion on the basic
financial statements taken as a whole. The supplemental schedules listed in the
table of contents is presented for the purpose of additional analysis and are
not a required part of basic financial statements, but are supplemental
information required by the Department of Labor's Rules and Regulations for
Reporting and Disclosure under the Employee Retirement Income Security Act of
1974. These schedules are the responsibility of the Plan's management. Such
schedules have been subjected to the auditing procedures applied in our audit of
the basic 2003 financial statements and, in our opinion, is fairly stated in all
material respects when considered in relation to the basic financial statements
taken as a whole.

/S/ DELOITTE & TOUCHE LLP

DELOITTE & TOUCHE LLP
Philadelphia, Pennsylvania

November 21, 2003




                                        3

<PAGE>



UNI-MARTS, INC.
RETIREMENT SAVINGS & INCENTIVE PLAN

STATEMENTS OF NET ASSETS AVAILABLE FOR BENEFITS
-------------------------------------------------------------------------------


<TABLE>
<CAPTION>
                                                          SEPTEMBER 30,
                                                  ------------------------------
                                                     2003                2002
                                                  ----------          ----------
<S>                                               <C>                 <C>
Cash                                              $   38,561          $   12,042

Mutual fund investments, at fair value
  (including $497,493 in 2003 and
   $440,009 in 2002 in the
   Uni-Marts, Inc. Common
   Stock Fund)                                     3,305,694           2,792,210

Participant loans                                     76,698              93,158
                                                  ----------          ----------

NET ASSETS AVAILABLE
 FOR BENEFITS                                     $3,420,954          $2,897,410
                                                  ==========          ==========
</TABLE>


The accompanying footnotes are an integral part of these financial statements.


                                       4
<PAGE>

UNI-MARTS, INC.
RETIREMENT SAVINGS & INCENTIVE PLAN

STATEMENTS OF CHANGES IN NET ASSETS AVAILABLE FOR BENEFITS
-------------------------------------------------------------------------------

<Table>
<Caption>
                                                                       YEARS ENDED SEPTEMBER 30,
                                                        -------------------------------------------------------
                                                            2003                  2002                 2001
                                                        -----------           -----------           -----------
<S>                                                    <C>                   <C>                   <C>
Additions:
     Additions to assets attributed to:
          Investment Inoome:
               Net appreciation (depreciation)          $   462,685            $ (586,440)          $(1,621,433)
                  in fair value of plan assets
               Interest and dividend income                  41,059                58,544               390,576
                                                        -----------           -----------           -----------
                                                            503,744              (527,896)           (1,230,857)
          Contributions:
               Participant contributions                    281,964               331,548               397,773
               Employer contributions                        87,362                99,894               109,958
                                                        -----------           -----------           -----------
                                                            369,326               431,442               507,731

               Total additions (deductions)                 873,070               (96,454)             (723,126)
                                                        -----------           -----------           -----------

Deductions:
     Deductions to assets attributed to:
          Payments to participants                         (349,527)             (654,865)             (569,170)
                                                        -----------           -----------           -----------

               Total deductions                            (349,527)             (654,865)             (569,170)
                                                        -----------           -----------           -----------

          Net increase (decrease) in assets                 523,544              (751,319)           (1,292,296)
                                                        -----------           -----------           -----------

Net assets available for benefits:
     Beginning of year                                    2,897,410             3,648,729             4,941,025
                                                        -----------           -----------           -----------
     End of year                                        $ 3,420,954           $ 2,897,410           $ 3,648,729
                                                        ===========           ===========           ===========
</TABLE>



The accompanying footnotes are an integral part of these financial statements.


                                       5
<PAGE>


NOTES TO FINANCIAL STATEMENTS
YEARS ENDED SEPTEMBER 30, 2003, 2002 AND 2001
-------------------------------------------------------------------------------

1.   THE PLAN

     The following summary of the Uni-Marts, Inc. Retirement Savings & Incentive
     Plan (the "Plan") is provided for general information purposes.
     Participants should refer to the Plan document for a complete description
     of the Plan.

     General
     The Plan is a voluntary, defined contribution 401(k) plan for salaried and
     hourly employees of Uni-Marts, Inc. and its participating subsidiaries (the
     "Company"), who are over the age of twenty-one and who have completed at
     least 1,000 hours of service in one twelve consecutive month period. The
     Plan was established October 1, 1983 and restated effective October 1, 1987
     and January 1, 2002. The Plan is subject to the provisions of the Employee
     Retirement Income Security Act of 1974 ("ERISA").

     Contributions
     All participants may direct the Company to contribute from 1% to 3% of
     their annual compensation to the Plan on their behalf as a basic
     contribution. An additional amount from 1% to 47% of eligible participant
     compensation may be deposited to the Plan as a supplemental contribution.
     Total individual participant contributions may not exceed Internal Revenue
     Code imposed limits as provided in the Plan. The Company will make matching
     contributions to the Uni-Marts, Inc. Common Stock Fund equal to $.50 for
     each $1.00 of basic contribution and may make an optional contribution at
     the discretion of the Board of Directors. No optional contributions were
     made in the Plan years 2003, 2002 and 2001. Each participant has at all
     times a 100% nonforfeitable interest in his/her account balances.

     Investment Options
     Each participant directs his/her participant contribution to be invested
     and reinvested in one or more of the investment funds selected by the
     Trustee. The Trustee determines how all amounts credited to a member's
     optional contribution account, if any, will be invested. All income,
     expenses, gains or losses attributable to assets held in each investment
     fund are reflected therein exclusively. The funds vary in degree of risk
     and investment objectives.

     Loans
     Participants may elect to borrow against the participant's vested balance
     at a reasonable rate of interest as determined by the Plan Administrator. A
     participant may borrow up to 50% of the participant's vested balance, with
     a maximum loan of $50,000. A participant may only have one loan outstanding
     at any time.






                                        6


<PAGE>



     Withdrawals
     Participants' accounts may be withdrawn upon separation from the Company,
     death, disability or retirement (regular - age 65; early - age 55).
     Withdrawals may only be distributed from the Plan in a lump sum form,
     including earnings on the contributions (except for hardship withdrawals).
     Participants who have reached age 59 1/2 may take an in-service withdrawal
     up to the total value of the vested portion of the participant's account. A
     participant may request a loan or apply for a hardship withdrawal in
     accordance with the provisions of the Plan. Although it has not announced
     its intention to do so, the Company has the right to terminate the Plan
     subject to the provisions of ERISA and the Plan document.


2.   SUMMARY OF ACCOUNTING POLICIES

     Basis of Accounting
     The accompanying financial statements have been prepared on the accrual
     basis of accounting.

     Use of Estimates
     The preparation of financial statements in conformity with accounting
     principles generally accepted in the United States of America requires
     management to make estimates and assumptions that affect the reported
     amounts of assets and liabilities and disclosure of contingent assets and
     liabilities at the date of the financial statements and the reported
     amounts of revenues and expenses during the reporting period. Actual
     results could differ from those estimates.

     Investment Valuation and Income Recognition
     The Plan's investments are stated at fair value as determined by published
     market prices. The Uni-Marts Inc. Common Stock Fund is valued at its
     year-end unit closing price (comprised of common stock market price plus
     uninvested cash position). Except as disclosed in Note 5, investments are
     participant directed. Income and expenses relating to these investments are
     recorded on the accrual basis of accounting.

     Purchases and sales of securities are recorded on a trade-date basis.
     Interest income is accrued when earned. Dividends are recorded on the
     ex-dividend date. Capital gains distributions are recorded in dividend
     income.

     Administrative Expenses
     Under the terms of the Plan Agreement, all fees related to the Plan's
     administration and recordkeeping are paid by the Company and, therefore,
     are not reported as an expense of the Plan.

     Payment of Benefits
     Benefits are recorded when paid.




                                        7
<PAGE>

3.   ADMINISTRATION OF THE PLAN

     Effective January 1, 2002, the Company has amended the Plan to appoint an
     individual as the administrator of the Plan. N. Gregory Petrick, Executive
     Vice President and Chief Financial Officer of the Company has been
     appointed as the Plan Administrator. All fees related to the Plan's
     administration and recordkeeping are paid by the Company and, therefore,
     are not reported as an expense of the Plan.


4.   INVESTMENTS

     Following is a brief description of the twelve funds in which the Plan was
     invested as of September 30, 2003:

     Federated Automated Cash Management. Money market fund which seeks to
     provide investors with a high level of current income, a high quality
     portfolio and liquidity. The fund pursues its objective through corporate
     money market securities including commercial paper, repurchase agreements,
     variable rate instruments and bank instruments.

     AIM Aggressive Growth Fund A. Small-cap growth fund which seeks aggressive
     capital growth by investing in small and mid-sized companies that
     management believes, will have earnings growth well in excess of the
     general economy. Fund managers select small to mid-sized companies with new
     or innovative products, services or processes that may enhance future
     earnings growth.

     AIM Blue Chip Fund A. Large-cap blend fund which seeks long-term capital
     growth by investing in shares of large, established companies that are
     considered to be market leaders in their respective sectors. Market leaders
     are identified as those companies with superior growth prospects compared
     with other companies in the same industry, possession of proprietary
     technology with the potential to bring about major changes within the
     industry, and/or leading sales within an industry or the potential to
     become a market leader.

     American Funds Bond Fund of America A. Intermediate-term bond fund, which
     seeks to provide as high a level of current income as, is consistent with
     preservation of capital. The fund invests in corporate debt securities,
     U.S. and other government securities, mortgage related securities, and
     cash. Up to 25% of assets may be invested in fixed-income securities of
     corporations and government entities outside the United States.

     American Funds Growth Fund of America A. Large growth fund which seeks to
     provide long-term growth of capital through a diversified portfolio of
     common stocks. The fund invests wherever the best growth opportunities may
     be. The fund emphasizes companies that appear to offer opportunities for
     long-term growth, and may invest in cyclical companies, depressed
     industries, turnaround and value situations. The fund invests primarily in
     common stocks, convertibles, preferred stocks, U.S. government securities,
     bonds and cash. Up to 15% of assets may be invested in securities of
     issuers domiciled outside the U.S. and not included in the S&P 500.



                                        8

<PAGE>



     Franklin Small-Mid Cap Growth Fund A. Mid-cap growth fund which seeks
     long-term capital growth by investing primarily in stocks of small and
     medium-sized companies with market, cap values of less than $8.5 billion.
     While the fund invests 80% of its total assets in common stocks of mid- and
     small-cap U.S. companies, the fund may also invest in equity securities of
     larger companies, initial public offerings of securities and a very small
     portion in private or illiquid securities, such as late stage venture
     capital financings.

     Oppenheimer Global Fund A. World stock fund which seeks capital
     appreciation by investing mainly in common stocks of U.S and foreign
     companies. The fund can invest without limit in foreign securities and can
     invest in any country, including countries with developed or emerging
     markets. The fund seeks to invest in foreign and U.S. companies with high
     growth potential, including companies that stand to benefit from global
     growth trends, businesses with strong competitive positions and high demand
     for their products or services, and cyclical opportunities in the business
     cycle and sectors or industries that may benefit from those opportunities.

     Oppenheimer Total Return Fund A. Large blend fund which seeks high total
     return, which includes capital appreciation in the value of its shares as
     well as income. The fund emphasizes investment in common stocks of medium
     and large capitalization companies. The fund invests mainly in equity
     securities for the purpose of seeking capital appreciation, but may also
     invest in debt securities to seek income when economic conditions are
     appropriate. The allocation between equity and debt securities may vary
     over time, depending on where the best opportunities are to pursue total
     return.

     Selected American Shares. Investment objective is to achieve both capital
     growth and income. In the current market environment, it is expected that
     current income will be low. Under normal circumstances the Fund invests at
     least 65% of its total assets in securities issued by American Companies.
     Beginning July 31, 2003 this percentage has changed to 80% of its assets
     plus any borrowing for investment purposes. Under normal circumstances the
     Fund invests the majority of its assets in equity securities issued by
     companies with market capitalization of at least $10 billion.

     MFS Strategic Value A. The fund's investment objective is to provide
     capital appreciation. The fund's objective may be changed without
     shareholder approval. (High Risk) Principal Investment Policies: The fund
     invests, under normal market conditions, at least 65% of its net Assets in
     common stocks and related securities, such as preferred stocks, convertible
     securities and depositary receipts, of companies which the fund's
     investment advisor, Massachusetts Financial Services Company (MFS) believes
     are undervalued in the market relative to their long term potential.

     Federated Income Institutional Shares: The fund's investment objective is
     current income. While there is no assurance that the fund will achieve its
     investment objective, it endeavors to do so by following the strategies and
     policies described set forth. The fund pursues its objective by investing
     primarily in U.S. government securities, including mortgage-backed
     securities and collateralized mortgage obligations. The fund limits its
     investments to those that would enable it to qualify as a permissible
     investment for national banks and federal savings associations.


                                        9

<PAGE>

     Uni-Marts, Inc. Common Stock Fund. Company stock fund which seeks capital
     appreciation. Typically, the fund is comprised of approximately 3% cash,
     with the remaining being invested in shares of Uni-Marts common stock,
     although, at September 30, 2003, the cash balance was approximately 3.1% of
     the fund. The stock is traded on the American Stock Exchange. The symbol
     for the stock is UNI.

     At the discretion of the individual participant, contributions can be
     allocated among the respective funds described above or contributions can
     be managed by Vantage Investment Advisors, LLC. Lifestyle Options are
     professionally allocated, managed and monitored portfolio investment pools
     for 401(k) Plans. The Lifestyle Option portfolios are diversified across
     various asset classes and investment styles. Participants choose an
     allocation, ranging from Ultra Conservative to Ultra Aggressive, that fits
     their individual risk and return objectives. The same mutual funds
     described above are used in the Lifestyle Options.

     During 2003, 2002 and 2001, the Plan purchased from Uni-Marts, Inc. 33,319;
     31,846 and 18,200 shares of its common stock at a cost of $42,355; $68,487
     and $33,911, respectively. For the 2003, 2002 and 2001 Plan years, the
     price paid for the shares was as traded on the American Stock Exchange.
     Effective January 1, 2001, Uni-Marts common stock in the Plan converted to
     the Uni-Marts, Inc. Common Stock Fund.

     The following presents investments that represent 5 percent or more of the
     Plan's Assets at September 30, 2003 or September 30, 2002.

<TABLE>
<CAPTION>
                                                          2003                  2002
                                                          ----                  ----
<S>                                                     <C>                   <C>
     AIM Aggressive Growth Fund A                       $211,752              $179,131

     AIM Blue Chip Fund A                               $483,268              $408,821

     American Funds Bond Fund of America A              $698,610              $569,178

     American Funds Growth Fund of America A            $635,173              $522,671

     Federated Automated Cash Management                $177,827              $153,028

     Franklin Small-Mid Cap Growth Fund A               $183,143              $146,769

     Oppenheimer Global Fund A                          $328,078              $274,776

     Uni-Marts, Inc. Common Stock Fund                  $497,493              $440,009

</TABLE>



                                       10

<PAGE>



     During the years ended September 30, 2003, 2002, and 2001, the Plan's
     investments (including gains and losses on investments bought and sold, as
     well as held during the year) appreciated (depreciated) in value by
     $462,685, ($586,440), and ($1,621,433), respectively, as follows:

     Investments, at fair value

<TABLE>
<CAPTION>
                                                     Years Ended September 30, 2003
                                             ------------------------------------------------
                                               2003              2002                2001
                                             --------         ---------           -----------
<S>                                          <C>              <C>                 <C>
                Mutual funds                 $451,013         $(330,630)          $(1,703,079)
                Uni-Marts Common
                   Stock Fund                  11,672          (255,810)               81,646
                                             --------         ---------           -----------
                                             $462,685         $(586,440)          $(1,621,433)
                                             ========         =========           ===========
</TABLE>


5.   NONPARTICIPANT-DIRECTED INVESTMENTS

     Information about the assets and the significant components of the changes
     in net assets relating to the nonparticipant-directed investments included
     in the accompanying financial statements is summarized as follows:

<TABLE>
<CAPTION>
                                                             September 30,
                                               -----------------------------------------
                                                 2003             2002            2001
                                               --------         --------        --------
<S>                                            <C>             <C>             <C>
     Net assets:
         Uni-Marts, Inc. Common Stock Fund     $381,048         $329,903        $484,299
                                               ========         ========        ========
</TABLE>

<TABLE>
<CAPTION>
                                                                   September 30,
                                                             --------------------------
                                                               2003              2002
                                                             --------         ---------
<S>                                                         <C>              <C>
     Changes in net assets
         Contributions                                       $ 87,362         $  99,894
         Net appreciation                                       8,726          (187,575)
     Benefits paid to participants                            (44,943)          (66,715)
                                                             --------         ---------
                                                             $ 51,145         $(154,396)
                                                             ========         =========

</TABLE>

6.   RECONCILIATION OF FINANCIAL STATEMENTS TO FORM 5500

     The following is a reconciliation of benefits paid to participants
     according to the financial statements to Form 5500:

<TABLE>
<CAPTION>
                                                                        Year Ended
                                                                       September 30,
                                                                            2003
                                                                       ------------
<S>                                                                     <C>
     Benefits paid to participants per the financial statements         $   349,527
     Add:  Amounts allocated to withdrawing participants
       at September 30, 2003                                                (23,312)
     Less:  Amounts allocated to withdrawing participants
       at September 30, 2002                                                      0
                                                                        -----------
     Benefits paid to participants per Form 5500                        $   372,839
                                                                        ===========
</TABLE>


                                       11
<PAGE>

<TABLE>
<CAPTION>
                                                                        Year Ended
                                                                       September 30,
                                                                           2002
                                                                       ------------
<S>                                                                    <C>
     Benefits paid to participants per the financial statements         $   654,865
     Add:  Amounts allocated to withdrawing participants
       at September 30, 2002                                                      0
     Less:  Amounts allocated to withdrawing participants
       at September 30, 2001                                                      0
                                                                        -----------
     Benefits paid to participants per Form 5500                        $   654,865
                                                                        ===========
</TABLE>

<TABLE>
<CAPTION>
                                                                        Year Ended
                                                                       September 30,
                                                                           2001
                                                                       -------------
<S>                                                                    <C>
     Benefits paid to participants per the financial statements         $   569,170
     Add:  Amounts allocated to withdrawing participants
       at September 30, 2001                                                      0
     Less:  Amounts allocated to withdrawing participants
       at September 30, 2000                                                 (4,872)
                                                                        -----------
     Benefits paid to participants per Form 5500                        $   564,298
                                                                        ===========
</TABLE>

     Amounts allocated to withdrawing participants are recorded on Form 5500 for
     benefit claims that have been processed and approved for payment prior to
     September 30 but not yet paid as of that date.

     The following is a reconciliation of cash according to the financial
     statements to Form 5500:

<TABLE>
<CAPTION>
                                                                        Year Ended
                                                                       September 30,
                                                                           2003
                                                                       -------------
<S>                                                                     <C>
     Cash per financial statements                                      $    38,561
     Add:  Amounts included in money market
       account at September 30, 2003                                        139,266
                                                                        -----------
     Cash on Form 5500                                                  $   177,827
                                                                        ===========
</TABLE>


Amounts included in Form 5500 have been contributed by participants to the money
market Plan investment election.






                                       12
<PAGE>

7.   TAX STATUS

     The Plan and the trust established under the Plan to hold the Plan's assets
     are both tax-qualified pursuant to the appropriate sections of the Internal
     Revenue Code ("IRC"), and, accordingly, the trust's net investment income
     is exempt from income taxes. The Plan obtained its latest determination
     letter on October 9, 2001, in which the IRS stated that the Plan, as then
     designed, was in compliance with the applicable requirements of the IRC.
     The Plan has been amended since receiving the determination letter.
     However, the Plan administrator and the Plan's tax counsel believe that the
     Plan is currently designed and being operated in compliance with the
     applicable requirements of the IRC. Therefore, no provision for income
     taxes has been made in the accompanying financial statements.


8.   PLAN TERMINATION

     Although it has not expressed to do so, the Plan Administrator has the
     right under the Plan to terminate the Plan subject to the provisions of
     ERISA.


9.   PARTY IN INTEREST TRANSACTIONS

     Investments in the Uni-Marts, Inc. Common Stock Fund are shares in common
     stock of Uni-Marts, Inc., the Plan Sponsor. The transactions related to
     such investments qualify as party-in-interest transactions. The Plan does
     not consider benefits paid by the Plan to be party-in-interest
     transactions.


                                      *****


                                       13
<PAGE>



UNI-MARTS, INC.
RETIREMENT SAVINGS & INCENTIVE PLAN

SCHEDULE H, LINE 4(I) - SCHEDULE OF ASSETS HELD FOR INVESTMENT PURPOSES
SEPTEMBER 30, 2003
-------------------------------------------------------------------------------

<TABLE>
<CAPTION>

                                                                                                                CURRENT
IDENTITY OF ISSUE                                   DESCRIPTION OF INVESTMENT                                    VALUE

<S>                                                <C>                                                        <C>
Federated Automated Cash Management                 Money Market Account                                       $  177,827
AIM Aggressive Growth Fund A                        Small-Cap Growth Stock Mutual Fund                            211,752
AIM Blue Chip Fund A                                Large-Cap Blend Stock Mutual Fund                             483,268
American Funds Bond Fund of America A               Intermediate Term Bond Mutual Fund                            698,610
American Funds Growth Fund of America A             Large Growth Stock Mutual Fund                                635,173
Federated Income Trust Institutional Shares         Government Securities                                             288
Franklin Small-Mid Cap Growth Fund A                Mid-Cap Growth Stock Mutual Fund                              183,143
MFS Strategic Value A                               Capital Appreciation Funds                                          0
Oppenheimer Global Fund A                           World Stock Mutual Fund                                       328,078
Oppenheimer Total Return Fund A                     Large Blend Stock Mutual Fund                                 128,625
Selected American                                   Capital Growth and Income Funds                                     0
Uni-Marts, Inc.** Common Stock Fund                 Company Common Stock                                          497,493
Employee Loans Receivable                           Maturing 2003 - 2010, interest from 5.75% to 9.50%             76,698
                                                                                                               ----------

Total                                                                                                          $3,420,954
                                                                                                               ==========
</TABLE>


**Indicates party-in-interest to the Plan

                                       14
<PAGE>

UNI-MARTS, INC.                                                  SCHEDULE II
RETIREMENT SAVINGS & INCENTIVE PLAN

SCHEDULE H, PART IV, LINE 4(J) - SCHEDULE OF REPORTABLE TRANSACTIONS
SEPTEMBER 30, 2003
------------------------------------------------------------------------------


<TABLE>
<CAPTION>
                                                                                                    CURRENT VALUE
                                                                                                     OF ASSET ON
      IDENTITY OF              DESCRIPTION          PURCHASE         SELLING          COST OF        TRANSACTION       NET GAIN
    PARTY INVOLVED              OF ASSET             PRICE            PRICE            ASSET            DATE           OR (LOSS)
    --------------              --------             -----            -----            -----            -----          ---------
<S>                        <C>                     <C>              <C>               <C>              <C>              <C>
Series of Transactions:

Uni-Marts, Inc.**           Company Common          $48,312                           $42,356          $48,312          $ 5,956
 Common Stock Fund          Stock                                    $45,879          $45,879          $45,879

Total
</TABLE>


**Indicates party-in-interest to the Plan



                                       15

<PAGE>



                                   SIGNATURES


     Pursuant to the requirements of the Securities Exchange Act of 1934, the
Company has duly caused this Annual Report to be signed on its behalf by the
undersigned hereunto duly authorized.


         UNI-MARTS, INC.
         RETIREMENT SAVINGS & INCENTIVE PLAN



          /S/ N. GREGORY PETRICK
         ---------------------------------
         N. Gregory Petrick
         Executive Vice President and
            Chief Financial Officer




                                       16

<PAGE>



                                  EXHIBIT INDEX


                                                                        Page(s)

  23      Consent of Independent Certified Public Accountants.            18






                                       17

<PAGE>



                                                                      EXHIBIT 23

INDEPENDENT AUDITORS' CONSENT

We consent to the incorporation by reference in this Registration Statement of
No. 33-9807 of Uni-Marts, Inc. on Form S-8 of our report dated November 21,
2003, appearing in the Annual Report on Form 11-K of Uni-Marts, Inc. Retirement
Savings & Incentive Plan for the year ended September 30, 2003.


/S/ DELOITTE & TOUCHE LLP

DELOITTE & TOUCHE LLP
Philadelphia, Pennsylvania

December  19, 2003



                                       18