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, 2001

                          ------------------------------------------------------

                                                    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

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                           (Full title of the plan)





                                UNI-MARTS, INC.

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         (Name of issuer of the securities held pursuant to the plan)





477 East Beaver Avenue, State College, PA                            16801-5690

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(Address of principal executive offices)                             (Zip Code)







                       This Document Contains 15 Pages.

                           Exhibit Index on Page 14.



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UNI-MARTS, INC.

RETIREMENT SAVINGS & INCENTIVE PLAN





TABLE OF CONTENTS

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INDEPENDENT AUDITORS' REPORT                                                  3



FINANCIAL STATEMENTS AS OF SEPTEMBER 30, 2001 AND 2000 AND FOR EACH

  OF THE THREE YEARS IN THE PERIOD ENDED SEPTEMBER 30, 2001:



 Statements of Assets Available for Benefits                                  4



 Statements of Changes in Assets Available for Benefits                       5



 Notes to Financial Statements                                             6-11



SUPPLEMENTAL SCHEDULES AS OF SEPTEMBER 30, 2001:



Schedule H, Line 4(i) - Schedule of Assets Held for Investment Purposes      12





Supplemental schedules not included herein are omitted because

of the absence of conditions under which they are required.

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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 assets available for benefits of

Uni-Marts, Inc. Retirement Savings & Incentive Plan (the "Plan") as of September

30, 2001 and 2000, and the related statements of changes in assets available for

benefits for each of the three years in the period ended September 30, 2001.

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 assets available for benefits of the Plan as of September 30, 2001

and 2000, and the changes in assets available for benefits for each of the three

years in the period ended September 30, 2001 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 schedule of assets held

for investment purposes as of September 30, 2001 is presented for the purpose of

additional analysis and is not a required part of the basic financial

statements, but is supplementary information required by the Department of

Labor's Rules and Regulations for Reporting and Disclosure under the Employee

Retirement Income Security Act of 1974. This schedule is the responsibility of

the Plan's management.  Such schedule has been subjected to the auditing

procedures applied in our audit of the basic 2001 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



December 13, 2001



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UNI-MARTS, INC.

RETIREMENT SAVINGS & INCENTIVE PLAN



STATEMENTS OF ASSETS AVAILABLE FOR BENEFITS

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                                                          September 30,

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