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                UNITED STATES SECURITIES AND EXCHANGE COMMISSION
                               WASHINGTON, D.C. 20549
                                     FORM 10-K/A
                                   AMENDMENT NO. 1
(Mark One)
[X]  ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE  
     ACT OF 1934 

For the fiscal year ended                  September 30, 1998
                          -----------------------------------------------------
                                                  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                         1-11556                         
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                                   UNI-MARTS, INC.                             
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              (Exact name of registrant as specified in its charter)
           Delaware                                            25-1311379      
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(State or other jurisdiction of                             (I.R.S. Employer
incorporation or organization)                             Identification No.)

477 East Beaver Avenue, State College, PA                       16801-5690     
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(Address of principal executive offices)                        (Zip Code)
Registrant's telephone number, including area code       (814) 234-6000         
                                                   ----------------------------
Securities registered pursuant to Section 12(b) of the Act:
                                                    Name of each exchange on
      Title of each class                               which registered    
      -------------------                           ------------------------
   Common Stock, $.10 Par Value                     American Stock Exchange     
   ----------------------------                --------------------------------
Securities registered pursuant to Section 12(g) of the Act:
                                    None                                        
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                               (Title of Class)

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.   Yes  X     No    
                                               -----      -----
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of the registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K.  [X]

Aggregate market value of the voting stock which consists solely of shares of
common stock held by non-affiliates of the registrant as of December 1, 1998,
computed by reference to the closing sale price of the registrant's common
stock on such date:  $17,371,628.

6,867,435 shares of Common Stock were outstanding at December 1, 1998.

                         This Document Contains 5 Pages.

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M.   Equity Compensation Plans:
     -------------------------
     The Company has an Equity Compensation Plan, pursuant to which no 
     additional stock options may be granted, and a 1996 Equity Compensation 
     Plan, which became effective November 1, 1996.  The Company has reserved 
     163,455 shares of common stock which can be issued in accordance with the 
     terms of the Equity Compensation Plan and 1,000,000 shares of common stock 
     which can be issued in accordance with the terms of the 1996 Equity 
     Compensation Plan.

     Both the Equity Compensation Plan and the 1996 Equity Compensation Plan
     are collectively discussed as the "Plans" below.

     A committee of the Board of Directors has authority to administer the
     Plans, and the committee may grant qualified incentive stock options to
     employees of the Company, including officers, whether or not they are
     directors.  The Plans also provide that all nonemployee directors will
     receive annual nonqualified stock option grants for 2,000 shares of common
     stock plus 500 shares for each full year the director has served as a
     member of the board, up to a maximum of 4,000 shares per grant, on the
     date of each annual meeting.  In addition, newly appointed or elected
     nonemployee directors receive an initial grant for 5,000 shares. 
     Nonemployee directors will also receive grants of stock equal in value to
     and in lieu of two-thirds of the retainer due to such director.  

     The Company granted options to purchase 7,140, 6,223 and 4,116 shares of
     common stock to nonemployee directors under the Plans during fiscal years
     1998, 1997 and 1996, respectively.  The exercise price of all options
     granted under the Plans may not be less than the fair market value of the
     common stock on the date of grant, and the maximum allowable term of each
     option is ten years.  For qualified stock options granted to any person
     who holds more than 10% of the voting power of the outstanding stock, the
     exercise price may not be less than 110% of the fair market value, and the
     maximum allowable term is five years.  Options granted under the Plans
     generally have various vesting schedules.

     Information regarding outstanding options is presented below.  All options 
     outstanding are exercisable according to their vesting schedule.

























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M.  Equity Compensation Plans (Continued):
    -------------------------------------
     Outstanding Options for Shares of Common Stock:
         
                                                             Weighted Average
                                Outstanding     Exercise      Exercise Price
                                  Options    Price Per Share     Per Share   
                                -----------  --------------- ----------------
    Balance, October 1, 1995       463,909    $2.50 to $6.36      $4.81
    Granted                         96,260    $7.00 to $8.50      $7.50
    Exercised                     (232,682)   $2.50 to $6.36      $4.54
    Canceled                      (  1,210)   $5.37               $5.37
                                   -------
    Balance, September 30, 1996    326,277    $2.50 to $8.50      $5.79
    Granted                        110,140    $5.63 to $6.88      $6.23
    Exercised                     (    750)   $3.50               $3.50
    Canceled                      ( 30,632)   $2.50 to $7.00      $5.30
                                   -------
    Balance, September 30, 1997    405,035    $2.50 to $8.50      $5.95
    Granted                        318,556    $3.13 to $5.78      $3.82
    Exercised                     ( 23,000)   $2.50 to $3.50      $2.76
    Canceled                      (165,025)   $3.50 to $8.50      $6.29
                                   
    Balance, September 30, 1998:

                                   212,250    $2.50 to $3.75      $3.30
                                   168,561    $3.76 to $5.65      $4.77
                                   154,755    $5.66 to $8.50      $6.55
                                   -------
                                   535,566    $2.50 to $8.50      $4.70
                                   -------
    Exercisable at 
      September 30, 1998           204,233    $2.50 to $8.50      $5.93
                                   =======

    Balance of Shares Reserved for
      Grant at September 30, 1998  614,526
                                   =======

    The weighted average fair value of the stock options granted during fiscal
    years 1998, 1997 and 1996 were $1.88, $2.97 and $3.65, respectively.  The
    fair value of each stock option granted is estimated on the date of grant
    using the Black-Scholes option pricing model with the following weighted
    average assumptions used for grants in the years ended September 30,

                                            1998        1997        1996
                                          ---------   ---------   ---------
          Risk-free interest rate              4.8%        6.3%        6.2%
          Expected volatility                 37.9%       29.3%       29.3% 
          Expected life in years               7.9         8.2         8.4
          Contractual life in years            8.9         9.0         9.2

          Fair value of options granted   $597,578    $327,163    $351,371










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M.  Equity Compensation Plans (Continued):
    -------------------------------------
    The Company accounts for the Plans in accordance with Accounting Principles
    Board Opinion No. 25, under which no compensation cost has been recognized
    for stock option awards.  Had compensation cost for the Plans been 
    determined in accordance with Statement of Financial Accounting Standards
    No. 123, "Accounting for Stock-Based Compensation" (SFAS 123), the
    Company's pro forma net earnings (loss) and earnings (loss) per share for
    the fiscal years ended September 30, 1998, 1997 and 1996 would have been as
    follows:

                                    1998        1997         1996
                                  --------   ----------   ----------
          Net earnings (loss):
            As reported          ($371,955) ($6,044,065)  $2,971,044
            Pro forma            ($466,503) ($6,262,937)  $2,746,518
          Basic earnings  
           (loss) per share:
            As reported          ($   0.05) ($     0.91)  $     0.46
            Pro forma            ($   0.07) ($     0.94)  $     0.42
          Diluted earnings
           (loss) per share:
            As reported          ($   0.05) ($     0.91)  $     0.44
            Pro forma            ($   0.07) ($     0.94)  $     0.41







































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                                   SIGNATURES


Pursuant to the requirements of Section 13 or 15(d) 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.

                                     UNI-MARTS, INC.
                                     (Registrant)

                                          /S/ HENRY D. SAHAKIAN
                                     By:  ------------------------------
                                          Henry D. Sahakian
                                          Chairman of the Board
                                          (Principal Executive Officer)

                                          /S/ J. KIRK GALLAHER
                                     By:  ------------------------------
                                          J. Kirk Gallaher
                                          Executive Vice President and
                                          Chief Financial Officer
                                          (Principal Accounting Officer)
                                          (Principal Financial Officer)

                                     DATED: January 13, 1999


Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
registrant and in the capacities and on the date indicated:

      SIGNATURE                     TITLE                 DATE
      ---------                     -----                 ----

/S/ HENRY D. SAHAKIAN
---------------------------    Chairman of the Board      January 13, 1999
Henry D. Sahakian            

/S/ J. KIRK GALLAHER
---------------------------    Executive Vice President   January 13, 1999
J. Kirk Gallaher                 and Director


-----------------------------  Director                                  
M. Michael Arjmand


-----------------------------  Director                                  
Herbert C. Graves


-----------------------------  Director                                  
Stephen B. Krumholz


------------------------------ Director                                  
Daniel D. Sahakian


-----------------------------  Director                                
Gerold C. Shea


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