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

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL OMB Number: 3235-0287 Expires: January 31, 2005 Estimated average burden hours per response... 0.5

(Print or Type Responses)

1. Name and Address of Reporting Person * PODESCHI DAVID M   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 (Last) (First) (Middle) 2711 N. HASKELL AVE. 3. Date of Earliest Transaction (Month/Day/Year) 01/03/2005 (Street) DALLAS 75204 4. If Amendment, Date 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 (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) 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) Code V Amount (A) or (D) Price Common Stock               500 I Note (1) Common Stock               2,313 (2) D   Common Stock 01/03/2005   M   7,000 A $ 15 18,047 D   Common Stock 01/03/2005   S   4,222 D (3) $ 23.6783 13,825 D   Common Stock 01/03/2005   S   875 D (3) $ 23.53 12,950 D   Common Stock 01/03/2005   M   11,600 A $ 9.53 24,550 D   Common Stock 01/03/2005   S   7,278 D (3) $ 23.6783 17,272 D

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
	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 control number.		SEC 1474 (9-02)

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 Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)

11. Nature of Indirect Beneficial Ownership (Instr. 4)

Code

V

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

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

01/03/2005

M

11,600

10/14/1999

10/14/2008

Common Stock

11,600

$ 9.53

0

D

Employee Stock Options

$ 12.35

01/03/2005

M

7,000

11/12/1998

11/12/2007

Common Stock

7,000

$ 12.35

0

D

Reporting Owners

Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
PODESCHI DAVID M 2711 N. HASKELL AVE. DALLAS 75204			SVP, Merchandising

Signatures

David T. Fenton, Attorney-in-Fact		01/05/2005
**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(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 1997 and 1998, 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.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.

Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.