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^*

PODESCHI DAVID M

(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)
	SVP, Merchandising

3. Date of Earliest Transaction (Month/Day/Year)
10/01/2004

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								500	I	Note⁽¹⁾
Common Stock								2,313⁽²⁾	D
Common Stock	10/01/2004		M		1,500	A	$15.94	11,330	D
Common Stock	10/01/2004		M		2,000	A	$15	13,330	D
Common Stock	10/01/2004		S		2,921	D⁽³⁾	$19.98	10,409	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	35,000		35,000	D
Employee Stock Options	$6.88							03/07/2004	03/07/2013	Common Stock	70,000		70,000	D
Employee Stock Options	$9.12							04/24/2003	04/24/2012	Common Stock	30,000		30,000	D
Employee Stock Options	$10.92							05/14/2002	05/14/2011	Common Stock	10,000		10,000	D
Employee Stock Options	$19							05/23/2001	05/23/2010	Common Stock	23,080		23,080	D
Employee Stock Options	$9.38							10/08/2000	10/08/2009	Common Stock	11,800		11,800	D
Employee Stock Options	$9.53							10/14/1999	10/14/2008	Common Stock	11,600		11,600	D
Employee Stock Options	$12.35							11/12/1998	11/12/2007	Common Stock	7,000		7,000	D
Employee Stock Options	$15.94	10/01/2004		M			1,500	10/23/1996	10/23/2005	Common Stock	1,500	$15.94	0	D
Employee Stock Options	$15	10/01/2004		M			2,000	10/01/1997	10/01/2006	Common Stock	2,000	$15	3,000	D

Explanation of Responses:

1. Shares are held in a brokerage account for Mr. and Mrs. David Podeschi.

2. Represents the number of Restricted Stock Units, each convertible into one share of the Company's Common Stock on the first day of the month following the Reporting Person's separation from employment with the Issuer, granted under the Issuer's 1995 Stock Incentive Plan pursuant to the requirements of Rule 16b-3. The Restricted Stock Units represent the stock-based portion of the Reporting Person's Annual Performance Incentive for 2003.

3. The listed number of shares were sold pursuant to a 10b5-1 sales plan. In connection with the exercise of certain stock options granted in 1995 and 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.

	David T. Fenton, Attorney-in-Fact	10/01/2004
	** 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.
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