SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 8-K

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

                                 APRIL 28, 2004
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                Date of Report (Date of earliest event reported)


                                 UNI-MARTS INC.
                ------------------------------------------------
             (Exact name of registrant as specified in its charter)



            DELAWARE                      1-11556                25-1311379
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(State or other jurisdiction of         (Commission           (I.R.S. Employer
         incorporation)                 File Number)         Identification No.)


                             477 EAST BEAVER AVENUE

                          STATE COLLEGE, PA 16801-5690
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                    (Address of principal executive offices)


                                 (814) 234-6000
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              (Registrant's telephone number, including area code)

ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS

(c)   Exhibits:

EXHIBIT NO.            DESCRIPTION
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   99.1                Press release dated April 28, 2004

ITEM 12. RESULTS OF OPERATIONS AND FINANCIAL CONDITION

On April 28, 2004, Uni-Marts Inc. (the "Company") issued a press release
regarding its financial results for the quarter ended April 1, 2004. The
Company's press release is attached as Exhibit 99.1 to this Current Report on
Form 8-K and incorporated by reference herein.

The information in this Current Report on Form 8-K and the Exhibit attached
hereto shall not be deemed "filed" for purposes of Section 18 of the Securities
Exchange Act of 1934 (the "Exchange Act") or otherwise subject to the
liabilities of that section, nor shall it be deemed incorporated by reference in
any filing under the Securities Act of 1933 or the Exchange Act, regardless of
any general incorporation language in such filing.

                                    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 hereunto duly authorized.

Date: April 28, 2004                         UNI-MARTS INC.


                                        By:  /s/ Henry D. Sahakian
                                             -----------------------------------
                                             Name: Henry D. Sahakian
                                             Title: Chairman of the Board

EXHIBIT INDEX

EXHIBIT NO.          DESCRIPTION
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   99.1              Press release dated April 28, 2004