(In U.S. dollars)

TORONTO (Reuters) - Casey's General Stores, an operator of convenience stores in the U.S.Midwest, said Tuesday it was willing to discuss making adeal with Canada's Alimentation Couche-Tard, but thatCouche-Tard's takeover offer of $38.50 a share was too low tobe the basis for talks.

"We are, of course, willing to extend to an interestedparty the opportunity for discussions regarding a potentialconsensual transaction, provided that the starting point forsuch discussions is acceptable," Casey's said.

In a letter to Couche-Tard, which operates 5,800convenience stores in the United States and Canada, Casey'salso said that it planned to proceed with its annual meeting onSept. 23 as scheduled, but that it would continue to evaluatethe timing of the meeting.

Casey's letter to Couche-Tard Chief Executive AlainBouchard was in response to a letter from Couche-Tard on Fridaythat said Couche-Tard was willing to consider raising its $2billion bid for Casey's -- countering a higher offer from7-Eleven -- if the process was fair. It also requested thatCasey's annual meeting be postponed.

($1=$1.03 Canadian) (Reporting by Solarina Ho; editing by Peter Galloway)