FORM 4

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

(Print or Type Responses)

OMB Number: 3235-0287

Expires: January 31, 2005

Estimated average burden
hours per response. . . . 0.5

1. Name and Address of Reporting Person*

     Sahakian, Henry D.

Uni-Marts, Inc. UNI

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

_X Director _X 10% Owner
_X Officer (give ___ Other (specify below)
title below)

Chairman and Chief Executive Officer

(Last) (First) (Middle)
c/o Uni-Marts, Inc.
477 East Beaver Avenue

3. I.R.S. Identification Number of
Reporting Person, if an entity
(voluntary)

     182-26-2692

September 2002

(Street)

State College, PA 16801

5. If Amendment, Date of Original
(Month/Year)

7. Individual or Joint/Group Filing (Check Applicable Line)
_X Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

(City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1. Title of Security
(Instr. 3)

2. Transaction
Date

(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 at
End of
Month

(Instr. 3 and 4)

6. Ownership
Form:
Direct (D) or
Indirect (I)
(Instr. 4)

7) Nature of Indirect
Beneficial Ownership

Code

V

Amount

(A) or (D)

Price

Common Stock

651,130

D

Common Stock

5,000

I

As Custodian for Grandchild

Common Stock

35,500

I

By Spouse

Common Stock

5,000

I

By Henry Sahakian IRA Account

Common Stock

278,900

I

By HFL Corporation

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. Conver-
sion or
Exercise
Price of
Deri-
vative
Security

3. Trans
action
Date


(Month/Day/
Year)

4. Trans
action
Code
(Instr. 8)

5. Number of Deriv-
ative Securities Ac-
quired (A) or Dis-
posed of (D)
(Instr. 3, 4 and 5)

6. Date Exercisable
and Expiration Date
(Month/Day/Year)

7. Title and Amount of
Underlying Securities
(Instr. 3 and 4)

8. Price
of
Deri-
vative
Secur-
ity
(Instr.
5)

9. Number
of deriv-
ative
Secur-
ities
Bene-
ficially
Owned at
End of
Month
(Instr. 4)

10. Owner-
ship
Form of
Deriv-
ative
Security
Direct
(D) or
Indirect
(I)
(Instr.4)

Code

V

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of
Shares

Option - Right to Buy

$3.50

6/19/99

6/18/08

Common Stock

13,000

13,000

D

Option - Right to Buy

$1.375

8/31/00

8/30/09

Common Stock

25,000

25,000

D

Option - Right to Buy

$2.20

(2)

9/12/05

Common Stock

40,000

40,000

D

Option - Right to Buy

$2.42

(2)

9/25/06

Common Stock

45,000

45,000

D

Option - Right to Buy

$1.54

9/18/02

(3)

9/17/07

Common Stock

50,000

50,000

D

Explanation of Responses:
(1) Includes 69,173 shares held in Mr. Sahakian's account in Uni-Marts, Inc. Retirement Savings & Incentive Plan and 92,400 shares held jointly with his wife.
Does not include 59,309 shares owned by his daughter and son-in-law for which Mr. Sahakian disclaims beneficial ownership.
(2) One-Third becomes exercisable at the end of years one, two and three.
(3) One-Half becomes exercisable at 9/18/03 and one-half on 9/18/04.

/S/ Henry D. Sahakian
**Signature of Reporting Person

October 7, 2002

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, on of which must be manually signed. If space is insufficient, see Instruction 6 for procedure