SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                SCHEDULE 13E-3/A

                                Amendment No. 1

                        Rule 13e-3 TRANSACTION STATEMENT
       (Pursuant to Section 13(e) of the Securities Exchange Act of 1934)

                                 Uni-Marts Inc.
    -------------------------------------------------------------------------
                              (Name of the Issuer)



               Uni-Marts Inc., Green Valley Acquisition Co., LLC,
          Henry D. Sahakian, Daniel D. Sahakian, Ara M. Kervandjian,
          HFL Corporation, Tri-Color Holdings, LLC, KOTA Holdings LLC,
                        and KOTA Management Co., L.L.C.

    -------------------------------------------------------------------------
                      (Name of Person(s) Filing Statement)

                     Common Stock, $0.10 par value per share
    -------------------------------------------------------------------------
                         (Title of Class of Securities)


                                    904571304
    -------------------------------------------------------------------------
                      (CUSIP Number of Class of Securities)




------------------------------------------------ ----------------------------------------------------------------
                                                                              
         Uni-Marts Inc.                   Green Valley Acquisition Co., LLC                  KOTA Holdings LLC
     477 East Beaver Avenue             Henry D. Sahakian, Daniel D. Sahakian           KOTA Management Co., L.L.C.
  State College, PA 16801-5690                  and Ara M. Kervandjian                       Raj Vakharia and
    Attn: Stephen B. Krumholz                       HFL Corporation                           Paul Levinsohn
                                              Tri-Color Holdings, LLC                         51 Midwood Way
                                               477 East Beaver Avenue                       Colonia, N.J. 07607
                                            State College, PA 16801-5690                    Attn: Raj Vakharia
                                               Attn: Henry D. Sahakian
------------------------------------------------ ----------------------------------------------------------------





   (Name, Address and Telephone Number of Person Authorized to Receive Notices
           and Communications on Behalf of Person(s) Filing Statement)

                                   Copies to:


                                                                      
                      Saul Ewing LLP                                        McCausland, Keen & Buckman
                    Centre Square West                                       Radnor Court, Suite 160
              1500 Market Street, 38th Floor                              259 North Radnor-Chester Road
                Philadelphia, PA 19102-2186                                   Randor, PA 19807-5240
                Attn: David S. Antzis, Esq.                                Attn: Robert H. Young, Esq.







        This statement is filed in connection with (check the appropriate box):

a.      [X]     The filing of solicitation materials or an information
                statement subject to Regulation 14A [17 CFR 240.14a-1 to
                240.14b-1]. Regulation 14C [17 CFR 240.14c-1 to 240.14c-101] or
                Rule 13e-3(c) [ss.240.13e-3(c)] under the Securities Exchange
                Act of 1934.

b.      [ ]     The filing of a registration statement under the Securities
                Act of 1933.

c.      [ ]     A tender offer.

d.      [ ]     None of the above.

Check the following box if the soliciting materials or information statement
referred to in checking box (a) are preliminary copies: [X]

Check the following box if the filing is a final amendment reporting the results
of the transaction: [ ]

                            Calculation of Filing Fee


                                                                   
         Transaction valuation*                                        Amount of filing fee
         ---------------------                                         --------------------
             $9,265,320.75                                                   $1,173.92




*       This calculation is based on 0.00012670 multiplied by the transaction
        valuation above. For purposes of calculation of this fee only, the
        transaction valuation is based on the aggregate number of securities to
        which the transaction applies multiplied by the per unit price or other
        underlying value of the transaction. The aggregate number of securities
        to which the transaction applies is based on (i) 3,925,850 shares of
        Uni-Marts' common stock outstanding and owned by stockholders who will
        not have an interest in Green Valley Acquisition Co., LLC after
        consummation of the transaction; and (ii) outstanding stock options to
        purchase an aggregate of 923,833 shares of Uni-Marts' common stock which
        will be cashed out in the transaction. The per unit price of (i) each
        outstanding share of common stock owned by stockholders is $2.25, and
        (ii) each outstanding stock option to purchase shares of Uni-Marts'
        common stock with a per share exercise price less than $2.25 will be
        converted into the right to receive a cash payment equal to (a) the
        difference between $2.25 and the per share exercise price for the shares
        of common stock subject to such stock option, multiplied by (b) the
        number of shares of common stock underlying each such stock option.
        Stock options with an exercise price equal to or greater than $2.25 will
        not receive any consideration in the transaction.

[X]     Check box if any part of the fee is offset as provided by Rule
        0-11(a)(2) and identify the filing with which the offsetting fee was
        previously paid. Identify the previous filing by registration statement
        number, or the Form or Schedule and the date of its filing.



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Amount Previously Paid:    $1,173.92
Form or Registration No.:  SCHEDULE 14A - PRELIMINARY PROXY STATEMENT

Filing Party:     Uni-Marts Inc.

Date Filed:       March 25, 2004

                              CROSS REFERENCE SHEET


         This Rule 13e-3 Transaction Statement on Schedule 13E-3 is being filed
by Uni-Marts Inc. ("Uni-Marts"), a Delaware corporation and the issuer of the
equity securities that are the subject of the Rule 13e-3 transaction, Green
Valley Acquisition Co., LLC, a Pennsylvania limited liability company ("Green
Valley"), Henry D. Sahakian, Daniel D. Sahakian, Ara M. Kervandjian, Tri-Color
Holdings, LLC, HFL Corporation, KOTA Holdings LLC, KOTA Management Co., L.L.C.,
Raj Vakharia and Paul Levinsohn. This Schedule 13E-3 is filed in connection with
the Agreement and Plan of Merger dated as of January 26, 2004 (the "Merger
Agreement") by and between Uni-Marts and Green Valley pursuant to which all the
outstanding shares of common stock, $0.10 par value per share (the "Common
Stock"), of Uni-Marts (except as otherwise described in the Proxy Statement (as
defined below)), will be acquired by virtue of the Merger for a cash payment of
$2.25 per share. Capitalized terms used without being defined herein shall have
the meanings ascribed to them in the Proxy Statement.


         The following Cross Reference Sheet shows the location in the
preliminary proxy statement (the "Proxy Statement"), filed with the Securities
and Exchange Commission concurrently herewith, of items required by Schedule
13E-3. The information contained in the sections of the Proxy Statement
identified below is incorporated herein by this reference.

Item 1.  Summary Term Sheet.

The information contained in the section entitled "SUMMARY TERM SHEET" in the
Proxy Statement is incorporated herein by reference.

Item 2.  Subject Company Information.

(a)      Name and Address: The information contained in the sections "SUMMARY
         TERM SHEET - Parties to the Merger" and "BUSINESS OF GREEN VALLEY"
         in the Proxy Statement is incorporated herein by reference.

(b)      Securities: The information contained in the section "MARKET PRICE AND
         DIVIDENDS ON COMMON STOCK" in the Proxy Statement is incorporated
         herein by reference.

(c)      Trading Market and Price: The information contained in the section
         "MARKET PRICE AND DIVIDENDS ON COMMON STOCK" in the Proxy Statement is
         incorporated herein by reference.

(d)      Dividends: The information contained in the sections "MARKET PRICE AND
         DIVIDENDS ON COMMON STOCK" in the Proxy Statement is incorporated
         herein by reference.



                                       3


(e)      Prior public offerings:  Not applicable.

(f)      Prior stock purchases: The information contained in the section
         "BENEFICIAL OWNERSHIP - Recent Purchases" in the Proxy Statement is
         incorporated herein by reference.

Item 3.  Identity and Background of Filing Person.

(a)      Name and address: The information contained in the sections entitled
         "SUMMARY TERM SHEET - Parties to the Merger" and "BUSINESS OF GREEN
         VALLEY" in the Proxy Statement is incorporated herein by reference.

(b)      Business and background of entities: The information contained in the
         sections entitled "SUMMARY TERM SHEET - Parties to the Merger" and
         "BUSINESS OF GREEN VALLEY" in the Proxy Statement is incorporated
         herein by reference.

(c)      Business and background of natural persons: The information contained
         in the section entitled "BUSINESS OF GREEN VALLEY" in the Proxy
         Statement is incorporated herein by reference.

Item 4.  Terms of the Transaction.

(a)(1)   Tender Offers: Not applicable.

(a)(2)(i)  Transaction Description: The information contained in the
           sections entitled "SUMMARY TERM SHEET - Proposed Merger" and "THE
           MERGER AGREEMENT" in the Proxy Statement is incorporated herein by
           reference.

(a)(2)(ii) Consideration: The information contained in the sections
           entitled "SUMMARY TERM SHEET - Proposed Merger" and "THE MERGER
           AGREEMENT - The Merger" in the Proxy Statement is incorporated herein
           by reference.

(a)(2)(iii)Reasons for Transaction: The information contained in the
           sections entitled "SUMMARY TERM SHEET - Recommendation of the Ad Hoc
           Committee and the Board of Directors," "SUMMARY TERM SHEET - Position
           of Uni-Marts Regarding the Purpose of the Merger," "SUMMARY TERM
           SHEET - Position of Green Valley and the Green Valley Group Regarding
           the Fairness and Purpose of the Merger," "SPECIAL FACTORS--Purposes
           of the Merger," "SPECIAL FACTORS - Reasons for the Ad Hoc Committee's
           Determination" and "SPECIAL FACTORS - Position of Green Valley and
           the Green Valley Group Regarding the Fairness and Purpose of the
           Merger" in the Proxy Statement is incorporated herein by reference.

(a)(2)(iv) Vote Required: The information contained in the section
           entitled "CERTAIN QUESTIONS AND ANSWERS ABOUT VOTING AND THE SPECIAL
           MEETING" in the Proxy Statement is incorporated herein by reference.


                                       4



(a)(2)(v)  Differences in the Rights of Security Holders: Not applicable.


(a)(2)(vi) Accounting Treatment: The information contained in the section
           entitled "SPECIAL FACTORS - Accounting Treatment" in the Proxy
           Statement is incorporated herein by reference.

(a)(2)(vii) Income Tax Consequences: The information contained in the
           sections entitled "SUMMARY TERM SHEET - Federal Income Tax
           Consequences" and "SPECIAL FACTORS - Material United States Federal
           Income Tax Consequences" in the Proxy Statement is incorporated
           herein by reference.

(c)      Different Terms: The information contained in the sections entitled
         "SUMMARY TERM SHEET - Proposed Merger," "SPECIAL FACTORS - Source of
         Funds for the Merger," "SPECIAL FACTORS - Effects of the Merger" and
         "THE MERGER AGREEMENT - The Merger" in the Proxy Statement is
         incorporated herein by reference.

(d)      Appraisal Rights: The information contained in the section entitled
         "SUMMARY TERM SHEET - Appraisal Rights" and "SPECIAL FACTORS - Rights
         of Dissenting Stockholders of Uni-Marts" in the Proxy Statement, and
         Section 262 of Delaware General Corporation Law attached as ANNEX D to
         the Proxy statement, is incorporated herein by reference.

(e)      Provisions For Unaffiliated Security Holders: The information contained
         in the section entitled "OTHER AVAILABLE INFORMATION" in the Proxy
         Statement is incorporated by reference.

(f)      Eligibility for Listing or Trading:  Not applicable.

Item 5.  Past Contacts, Transaction, Negotiations and Agreements.

(a)      Transactions: The information contained in the section entitled
         "SPECIAL FACTORS - Interests of Certain Persons" in the Proxy Statement
         is incorporated herein by reference.

(b)-(c)  Significant Corporate Events; Negotiations or Contacts: The information
         contained in the section entitled "SPECIAL FACTORS - Background of the
         Merger" in the Proxy Statement is incorporated herein by reference.

(e)      Agreements Involving the Subject Company's Securities: The information
         contained in the sections entitled "SUMMARY TERM SHEET - Vote
         Required," "THE MERGER AGREEMENT - The Voting Agreements" and
         "BENEFICIAL OWNERSHIP - Recent Purchases" in the Proxy Statement is
         incorporated herein by reference.

Item 6.  Purposes of the Transaction and Plans or Proposals.

(b)      Use of Securities Acquired: The information contained in the sections
         entitled "SUMMARY TERM SHEET - Proposed Merger," "SPECIAL FACTORS -
         Effects of the Merger," "SPECIAL FACTORS - Plans after Merger," "THE
         MERGER



                                       5



         AGREEMENT - The Merger," "THE MERGER AGREEMENT - Conversion of Common
         Stock" and "THE MERGER AGREEMENT - Stock Options" in the Proxy
         Statement is incorporated herein by reference.

(c)      Plans: The information contained in the sections entitled "SUMMARY TERM
         SHEET - Plans of Green Valley and the Green Valley Group after the
         Merger" and "SPECIAL FACTORS - Plans of Green Valley and the Green
         Valley Group after the Merger" in the Proxy Statement is incorporated
         herein by reference.

Item 7.  Purposes, Alternatives, Reasons and Effects.

(a)-(c)  Purposes; Reasons; Alternatives: The information contained in the
         sections entitled "SUMMARY TERM SHEET - Recommendation of the Ad Hoc
         Committee and the Board of Directors," "SUMMARY TERM SHEET - Position
         of Green Valley and the Green Valley Group Regarding the Fairness and
         Purpose of the Merger," "SUMMARY TERM SHEET - Position of Uni-Marts
         Regarding the Fairness and Purpose of the Merger," "SPECIAL FACTORS -
         Background of the Merger," "SPECIAL FACTORS - Purposes of the Merger,"
         "SPECIAL FACTORS - Reasons for Ad Hoc Committee's Determination" and
         "SPECIAL FACTORS - Position of Green Valley and the Green Valley Group
         Regarding the Fairness and the Purpose of the Merger" in the Proxy
         Statement is incorporated herein by reference.

(d)      Effects: The information contained in the sections entitled "SUMMARY
         TERM SHEET - Consequences of the Merger," "SUMMARY TERM SHEET - Source
         of Funds for the Merger," "SUMMARY TERM SHEET - Proposed Merger,"
         "SUMMARY TERM SHEET - Federal Income Tax Consequences," "SPECIAL
         FACTORS - Effects of the Merger," "SPECIAL FACTORS - Material United
         States Federal Income Tax Consequences," "SPECIAL FACTORS - Fees and
         Expenses," "SPECIAL FACTORS - Source of Funds for the Merger" and "THE
         MERGER AGREEMENT" in the Proxy Statement is incorporated herein by
         reference.

Item 8.  Fairness of the Transaction.

(a)-(b)  Fairness; Factors Considered in Determining Fairness: The information
         contained in the sections entitled "SUMMARY TERM SHEET - Fairness
         Opinion," "SUMMARY TERM SHEET - Recommendation of the Ad Hoc Committee
         and Board of Directors," "SUMMARY TERM SHEET - Position of Green Valley
         and the Green Valley Group Regarding the Fairness and Purpose of the
         Merger," "SPECIAL FACTORS - Background of the Transaction," "SPECIAL
         FACTORS - Purposes of the Merger," "SPECIAL FACTORS - Reasons for Ad
         Hoc Committee's Determination," "SPECIAL FACTORS - Opinion of Boenning
         & Scattergood" and "SPECIAL FACTORS - Position of Green Valley and the
         Green Valley Group Regarding the Fairness and the Purpose of the
         Merger" in the Proxy Statement, and the Opinion of Boenning &
         Scattergood, Inc. attached as ANNEX C to the Proxy Statement, is
         incorporated herein by reference.


                                       6



(c)      Approval of Security Holders: The information contained in the section
         entitled "CERTAIN QUESTIONS AND ANSWERS ABOUT VOTING AND THE SPECIAL
         MEETING" in the Proxy Statement is incorporated herein by reference.

(d)      Unaffiliated Representative: The information contained in the section
         entitled "SPECIAL FACTORS - Recommendations of the Ad Hoc Committee and
         the Board of Directors" in the Proxy Statement is incorporated herein
         by reference.

(e)      Approval of Directors: The information contained in the section
         entitled "SPECIAL FACTORS - Background of the Merger" in the Proxy
         Statement is incorporated herein by reference.

(f)      Other Offers: The information contained in the sections entitled
         "SPECIAL FACTORS - Background of the Merger" in the Proxy Statement is
         incorporated herein by reference.

Item 9.  Reports, Opinions, Appraisals and Negotiations.

(a)-(c)  Report, Opinion, or Appraisal; Preparer and Summary of the Report,
         Opinion or Appraisal; Availability of Documents: The information
         contained in the sections entitled "SUMMARY TERM SHEET - Fairness
         Opinion," "SPECIAL FACTORS - Background of the Merger," and "SPECIAL
         FACTORS - Opinion of Boenning & Scattergood" in the Proxy Statement,
         and the Opinion of Boenning & Scattergood, Inc. attached as ANNEX C to
         the Proxy Statement, is incorporated herein by reference.

Item 10. Source and Amounts of Funds or Other Consideration.

(a)-(b)  Source of Funds; Conditions: The information contained in the sections
         entitled "SUMMARY TERM SHEET - Source of Funds for the Merger" and
         "SPECIAL FACTORS - Source of Funds for the Merger" in the Proxy
         Statement is incorporated herein by reference.

(c)      Expenses: The information contained in the section entitled "SPECIAL
         FACTORS-Fees and Expenses" in the Proxy Statement is incorporated
         herein by reference.

(d)      Borrowed Funds: "SPECIAL FACTORS - Source of Funds for the Merger" in
         the Proxy Statement is incorporated by reference.

Item 11. Interest in Securities of the Subject Company.

(a)      Securities Ownership: The information contained in the sections
         entitled "BENEFICIAL OWNERSHIP - Principal Stockholders" and "BUSINESS
         OF GREEN VALLEY" in the Proxy Statement is incorporated herein by
         reference.

(b)      Securities Transactions: The information contained in the section
         "BENEFICIAL OWNERSHIP - Recent Purchases" in the Proxy Statement is
         incorporated herein by reference.



                                       7



Item 12. The Solicitation or Recommendation.

(d)      Intent to Tender or Vote in a Going-Private Transaction: The
         information contained in the sections entitled "SUMMARY TERM SHEET -
         Voting Agreements" and "MERGER AGREEMENT - The Voting Agreements" in
         the Proxy Statement, and the Form of Voting Agreement attached as
         ANNEX B to the Proxy Statement, is incorporated herein by reference.

(e)      Recommendations of Others: The information contained in the section
         entitled "SPECIAL FACTORS - Recommendations of the Ad Hoc Committee and
         the Board of Directors" in the Proxy Statement is incorporated herein
         by reference.

Item 13. Financial Statements.

(a)      Financial Information: The information contained in the section
         entitled "UNI-MARTS SELECTED CONSOLIDATED FINANCIAL DATA" and in the
         consolidated financial statements of Uni-Marts Inc. beginning on page
         F-1 in the Proxy Statement is incorporated herein by reference.

(b)      Pro Forma Information:  Not applicable.

Item 14. Persons/Assets, Retained, Employed, Compensated or Used.

(a)-(b)  Solicitations or Recommendations; Employees and Corporate Assets: The
         information contained in the section entitled "CERTAIN QUESTIONS AND
         ANSWERS ABOUT VOTING AND THE SPECIAL MEETING" in the Proxy Statement is
         incorporated herein by reference.

Item 15. Additional Information.

(b)      Other Material Information: The information contained in the section
         entitled "OTHER AVAILABLE INFORMATION" in the Proxy Statement is
         incorporated herein by reference.

Item 16. Exhibits.

(a)(1)   Tender Offer Materials:  Not applicable.


(a)      (2)-(3) Solicitation or Recommendation; Going Private Disclosure
         Document: Preliminary Proxy Statement on Schedule 14A filed with the
         Securities and Exchange Commission on May   , 2004 is incorporated
         herein by reference.


(a)(4)   Prospectus:  Not applicable.

(a) (5)  Other Disclosure Materials:  Not applicable.

(b)      Loan Agreement:  Not applicable.



                                       8


(c)      Reports, Opinions and Appraisals: Opinion of Boenning & Scattergood,
         Inc., dated as of January 26, 2004 (incorporated herein by reference to
         ANNEX C of the Proxy Statement).


(d)      Certain Agreements: Agreement and Plan of Merger dated as of January
         26, 2004, by and between Uni-Marts and Green Valley (incorporated
         herein by reference to ANNEX A of the Proxy Statement). Form of Voting
         Agreement executed by each of the individual reporting persons and HFL
         Corporation, KOTA Management Company, L.L.C. (incorporated herein by
         reference to ANNEX B of the Proxy Statement).


(f)      Appraisal Rights: The information contained in the section entitled
         "SPECIAL FACTORS - Rights of Dissenting Stockholders of Uni-Marts" and
         ANNEX D of the Proxy Statement (incorporated herein by reference).

(g)      Materials Used to Solicit:  Not applicable.



                  [Remainder of page intentionally left blank]



                                       9









                                    SIGNATURE


         After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.


                             Uni-Marts Inc.

May 11, 2004                 By:    /s/ N. Gregory Petrick
                                    ------------------------------------
                                    Name:  N. Gregory Petrick
                                    Title: Executive Vice President
                                            and Chief Financial Officer


                             Green Valley Acquisition Co., LLC

May 11, 2004                 By:    /s/ Paul A. Levinsohn
                                    --------------------------------------
                                    Name: Paul A. Levinsohn
                                    Title: Manager


                             HFL Corporation

May 11, 2004                 By:    /s/ Daniel D. Sahakian
                                    --------------------------------------
                                    Name: Daniel D. Sahakian
                                    Title: President


                             Tri-Color Holdings, LLC

May 11, 2004                 By:    /s/ Ara M. Kervandjian
                                    --------------------------------------
                                    Name: Ara M. Kervandjian
                                    Title: Manager


                             KOTA Holdings LLC

May 11, 2004                 By:    /s/ KOTA Management (Manager)/Paul Levinsohn
                                    --------------------------------------------
                                    Name: Paul Levinsohn
                                    Title: Manager (KOTA Management)


                             KOTA Management Co., L.L.C.

May 11, 2004                 By:    /s/ Paul Levinsohn
                                    --------------------------------------
                                    Name: Paul Levinsohn
                                    Title: Manager


May 11, 2004                        /s/ Henry D. Sahakian
                                    --------------------------------------
                                    Name: Henry D. Sahakian

May 11, 2004                        /s/ Daniel D. Sahakian
                                    --------------------------------------
                                    Name: Daniel D. Sahakian

May 11, 2004                        /s/ Ara M. Kervandjian
                                    --------------------------------------
                                    Name: Ara M. Kervandjian

May 11, 2004                        /s/ Raj Vakharia
                                    --------------------------------------
                                    Name: Raj Vakharia

May 11, 2004                        /s/ Paul Levinsohn
                                    --------------------------------------
                                    Name: Paul Levinsohn




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