TORONTO (Reuters) - Couche-Tard iswilling to consider raising its $2 billion bid for Casey'sGeneral Stores, countering a higher offer from7-Eleven, if the process is fair, the Canadian-basedconvenience store operator said Friday.

"If we are granted access to a fair process and have theopportunity to conduct a confirmatory due diligence review ofCasey's, we would be willing to consider further increasing ouroffer," Alain Bouchard, chief executive of AlimentationCouche-Tard, wrote in a letter to Casey's board.

"Our senior management team and our legal and financialadvisors have been and remain ready to meet with you and yourrepresentatives to negotiate a transaction that benefits yourshareholders. We are prepared to proceed expeditiously."

The letter comes after Ankeny, Iowa-based Casey's confirmedlate on Thursday that it was in buyout talks with Japan's7-Eleven, the world's largest convenience store operator and asubsidiary of Japan's Seven & I Holdings Co .

7-Eleven, which operates more than 31,400 stores around theworld, had offered $2.03 billion, or $40 a share for the U.S.Midwest company's 1,500-plus stores, trumping Couche-Tard'smost recent offer of $2 billion, or $38.50-a-share offer, madeSept 1.

In the letter, Bouchard also suggested Casey's postpone itsannual shareholders meeting for two to three weeks to completethe sales process and report the results at the meeting.

Casey's investors were due to meet Sept 23, whereshareholders would vote on a roster of candidates thatCouche-Tard has nominated.

Couche-Tard, which operates more than 5,800 stores in NorthAmerica, has repeatedly criticized Casey's for refusing toengage in talks since it made its initial offer of $36 a shareback in April.

"Should Casey's decline to conduct a fair process, yourshareholders would be deprived of additional value that we mayhave been willing to offer," Bouchard wrote.

Casey's, for its part, has dismissed Couche-Tard'sapproaches as significantly undervaluing the company.

A spokesman for Casey's declined to comment.

Earlier on Friday, Couche-Tard said it was buying 12 storesin Indiana from Crystal Flash Petroleum for an undisclosed sum.The new stores would be operated under its Circle K banner.

Casey's shares closed down 1 percent at $43.51 on theNasdaq. Couche-Tard shares were down 0.2 percent at C$23.00 inToronto. ($1=$1.03 Canadian) (Reporting by Solarina Ho; Editing by Frank McGurty)