SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

ROSE GARY R

(Last)

(First)

(Middle)

2711 N. HASKELL AVE.

(Street)

DALLAS

75204

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
7 ELEVEN INC [ SE ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	EVP & Chief Operating Officer

3. Date of Earliest Transaction (Month/Day/Year)
06/16/2004

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock								15,526⁽¹⁾	D
Common Stock	06/16/2004		M		1,125	A	$15	12,615	D
Common Stock	06/16/2004		S		1,000	D	$17.76⁽²⁾	11,615	D
Common Stock	06/17/2004		M		1,200	A	$15	12,815	D
Common Stock	06/17/2004		S		1,078	D	$17.5⁽²⁾	11,737	D
Common Stock	06/18/2004		M		9,415	A	$15	21,152	D
Common Stock	06/18/2004		S		8,438	D	$17.55⁽²⁾	12,714	D
Common Stock	06/18/2004		M		11,740	A	$15.94	24,454	D
Common Stock	06/18/2004		S		10,992	D	$17.55⁽³⁾	13,462⁽⁴⁾	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Employee Stock Options	$16.21							01/21/2005	01/21/2014	Common Stock	70,000		70,000	D
Employee Stock Options	$6.88							03/07/2004	03/07/2013	Common Stock	84,000		84,000	D
Employee Stock Options	$9.12							04/24/2003	04/24/2012	Common Stock	84,000		84,000	D
Employee Stock Options	$10.92							05/14/2002	05/14/2011	Common Stock	40,000		40,000	D
Employee Stock Options	$19							05/23/2001	05/23/2010	Common Stock	63,816		63,816	D
Employee Stock Options	$9.38							10/08/2000	10/08/2009	Common Stock	18,000		18,000	D
Employee Stock Options	$9.53							10/14/1999	10/14/2008	Common Stock	16,000		16,000	D
Employee Stock Options	$12.35							11/12/1998	11/12/2007	Common Stock	11,600		11,600	D
Employee Stock Options	$15	06/16/2004		M			1,125	10/01/1997	10/01/2006	Common Stock	1,125	$15	10,615	D
Employee Stock Options	$15	06/17/2004		M			1,200	10/01/1997	10/01/2006	Common Stock	1,200	$15	9,415	D
Employee Stock Options	$15	06/18/2004		M			9,415	10/01/1997	10/01/2006	Common Stock	9,415	$15	0	D
Employee Stock Options	$15.94	06/18/2004		M			11,740	10/23/1996	10/23/2005	Common Stock	11,740	$15.94	0	D

Explanation of Responses:

1. Represents the number of Restricted Stock Units, each convertible into one share of the Issuer's Common Stock on the first day of the month following the Reporting Person's separation from employment with the Issuer, that have been awarded to the Reporting Person under the Issuer's 1995 Stock Incentive Plan as part of the Reporting Person's Annual Performance Incentive for 2003 and 2004.

2. The listed number of shares were sold pursuant to a Rule 10b5-1 sales plan. In connection with the exercise of certain stock options granted in 1996, the Reporting person (i) sold the number of shares necessary to pay fees, commissions, any applicable transfer and withholding taxes and the exercise price of the options exercised and (ii) retained the remaining shares.

3. The listed number of shares were sold pursuant to a Rule 10b5-1 sales plan. In connection with the exercise of certain stock options granted in 1995, the Reporting Person (i) sold the number of shares necessary to pay fees, commissions, any applicable transfer or withholding taxes and the exercise price of the options exercised and (ii) retained the remaining shares.

4. The listed number of shares includes (i) 200 shares held directly, (ii) 1,290 shares held for the benefit of the Reporting Person in an account with the administrator off the Issuer's Employee Stock Purchase Plan, Computershare Investor Services LLC, (iii) 10,000 shares of stock granted to the Reporting Person under the Issuer's 1995 Stock Incentive Plan on April 24, 2002 and (iv) 1,972 shares acquired pursuant to stock option exercises under the Issuer's 1995 Stock Incentive Plan.

	David T. Fenton pursuant to Power of Attorney	06/18/2004
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.