National Convenience Stores Inc/DE – ‘S-8’ on 3/1/94

As of:  Tuesday, 3/1/94   ·   Effective:  3/20/94   ·   Accession #:  911697-94-14   ·   File #:  33-52449

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Registration of Securities to be Offered to Employees Pursuant to an Employee Benefit Plan   —   Form S-8
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: S-8         Ncs S-8                                               21     77K 

Document Table of Contents

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As filed with the Securities and Exchange Commission on March 1, 1994         

                              Registration No. 33-

FORM S-8

 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

NATIONAL CONVENIENCE STORES INCORPORATED
(Exact name of registrant as specified in its charter)

  Delaware                                          76-1361734
(State or other jurisdiction of                           (I.R.S. Employer      
incorporation or organization)                           Identification No.)    

 100 Waugh Drive
Houston, Texas 77007
(713) 863-2200
 (Address, including zip code, and telephone number, including
 area code, of registrant's principal executive offices)

NATIONAL CONVENIENCE STORES INCORPORATED
1993 NON-QUALIFIED STOCK OPTION PLAN
(Full Title of Plan)

 A. J. Gallerano
National Convenience Stores Incorporated
 100 Waugh Drive
Houston, Texas 77007
(713) 863-2200
 (Name, address, including zip code, and telephone
number, including area code, of agent for service)

Copies to:

Thomas W. Adkins
 Bracewell & Patterson, L.L.P.
 2900 South Tower Pennzoil Place
Houston, Texas 77002

                                                                [Download Table]
                         CALCULATION OF REGISTRATION FEE                     

-----------------------------------------------------------------------------
                                                   Proposed                  
                                       Proposed    maximum                   
Title of each class                    offering    aggregate                 
of securities to be    Amount to       price per   offering      Amount of   
   registered        be registered     unit(1)     price(1)  registration fee
---------------------------------------------------------------------------- 
                                                                             
   Common Stock,                                                             
  par value $.01        900,000         $10.50    $9,450,000     $3,258,63   
    per share                                                                
-----------------------------------------------------------------------------

(1) The proposed maximum offering price per unit and the proposed maximum       
aggregate offering price are calculated, pursuant to Rule 457(h)(1),    
based on the price at which the options being offered may be exercised  
for shares of the Common Stock, and are provided herein for the sole    
purpose of determining the registration fee.                            

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               PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.          Incorporation of Documents by Reference.                       

The following documents previously filed by National          
Convenience Stores Incorporated ("NCS") with the Securities and                 
Exchange Commission (the "Commission") pursuant to the Securities               
Exchange Act of 1934, as amended (the "Exchange Act"), are                      
incorporated herein by reference:                                               

1.      Annual Report on Form 10-K for the year ended June 30,
1993.                                         

2.      Quarterly Report on Form 10-Q for the quarters ended  
September 30, 1993 and December 31, 1993.     

 3.      The description of the Common Stock of NCS contained in
          its registration statement on Form 8-A filed on March 4,
1993.                                         

In addition, all documents filed by NCS with the Commission pursuant            
to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act prior to             
the filing of a post-effective amendment to this Registration                   
Statement which indicates that all the shares of Common Stock                   
registered hereunder have been sold or which deregisters all shares             
of Common Stock then remaining unsold, shall be deemed to be                    
incorporated herein by reference and to be a part hereof from the               
date of filing of such documents.                                               

Any statement contained in a document incorporated or deemed  
to be incorporated herein by reference shall be deemed to be                    
modified or superseded for purposes of this Registration Statement              
to the extent that a statement contained herein or in any other                 
subsequently filed document that also is or is deemed to be                     
incorporated herein by reference modifies or supersedes such                    
statement.  Any such statement so modified or superseded shall not              
be deemed, except as so modified or superseded, to constitute a part            
of this Registration Statement.                                                 

Item 6.          Indemnification of Directors and Officers.                     

The Certificate of Incorporation and Bylaws of NCS incorporate
substantially all of the provisions of the Delaware General                     
Corporation Law (the "DGCL") providing for indemnification of                   
directors and officers of NCS against expenses, judgments, fines,               
settlements and other amounts actually and reasonably incurred in               
connection with any proceeding arising by reason of the fact that               

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such person is or was an officer or director of NCS or is or was                
serving at the request of NCS as a director, officer or employee of             
another corporation, partnership, joint venture, trust, employee                
benefit plan or other enterprise.                                               

As permitted by Section 102 of the DGCL, the Certificate of   
Incorporation contains provisions eliminating a director's personal             
liability for monetary damages to NCS and its stockholders arising              
from a breach of the director's fiduciary duty except for liability             
(a) for any breach of the director's duty of loyalty to NCS or its              
stockholders, (b) for acts or omissions not in good faith or which              
involve intentional misconduct or a knowing violation of law, (c)               
under Section 174 of the DGCL or (d) for any transaction from which             
the director derived an improper personal benefit.                              

Section 145 of the DGCL provides generally that a person sued 
as a director, officer, employee or agent of a corporation may be               
indemnified by the corporation for reasonable expenses including                
attorneys' fees if, in the case of other than derivative suits, he              
has acted in good faith and in a manner he reasonably believed to be            
in or not opposed to the best interests of the corporation (and, in             
the case of a criminal proceeding, had no reasonable cause to                   
believe that his conduct was unlawful).  In the case of a derivative            
suit, an officer, employee or agent of the corporation which is not             
protected by the Certificate of Incorporation may be indemnified by             
the corporation for reasonable expenses, including attorneys' fees,             
if he has acted in good faith and in a manner he reasonably believed            
to be in or not opposed to the best interests of the corporation,               
except that no indemnification shall be made in the case of a                   
derivative suit in respect of any claim as to which an officer,                 
employee or agent has been adjudged to be liable to the corporation             
unless that person is fairly and reasonably entitled to indemnity               
for proper expenses.  Indemnification is mandatory in the case of a             
director, officer, employee or agent who is successful on the merits            
in defense of a suit against him.                                               

NCS has entered into Indemnity Agreements with its directors  
and certain key officers pursuant to which NCS generally is                     
obligated to indemnify its directors and such officers to the full              
extent permitted by the DGCL as described above.  NCS also has                  
obtained directors and officers liability insurance policies which              
cover the directors and certain officers of NCS.                                

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                                                                [Download Table]
Item 8.          Exhibits.                                                   

Exhibit No.                        Description of Exhibit                    
                                                                             
   4.1                             Restated Certificate of Incorporation of  
                                   National Convenience Stores Incorporated  
                                   - incorporated by reference to Exhibit 2.1
                                   to the Registrant's Registration Statement
                                   on Form 8-A filed with the Commission on  
                                   March 4, 1993                             

   4.2                             Restated Bylaws of National Convenience   
                                   Stores Incorporated - incorporated by     
                                   reference to Exhibit 2.2 to the           
                                   Registrant's Registration Statement on    
                                   Form 8-A filed with the Commission on     
                                   March 4, 1993                             

   4.3                             Warrant Agreement dated March 9, 1993     
                                   between National Convenience Stores       
                                   Incorporated and Boatmen's Trust Company, 
                                   as Warrant Agent - incorporated by        
                                   reference to Exhibit 2.3 to the           
                                   Registrant's Registration Statement on    
                                   Form 8-A filed with the Commission on     
                                   March 4, 1993                             

   4.4                             National Convenience Stores Incorporated  
                                   1993 Non-Qualified Stock Option Plan      

   5                               Opinion of Bracewell & Patterson, L.L.P.  

  23.1                             Consent of Deloitte & Touche              

  23.2                             Consent of Bracewell & Patterson, L.L.P.  
                                   (contained in its opinion filed as Exhibit
                                   5)                                        

  24                               Powers of Attorney (included at page II-6 
                                   of this Registration Statement)           

Item 9.          Undertakings.                                                  

(a)     The undersigned registrant hereby undertakes:         

        (1)      To file, during any period in which offers or
sales are being made, a post-effective amendment to this      
Registration Statement:                                       

                  (i)      To include any prospectus required by
 Section 10(a)(3) of the Securities Act of 1933;

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                      (ii)     To reflect in the prospectus any facts or
 events arising after the effective date of this
  Registration Statement (or the most recent post-
       effective amendment hereof) which, individually or in
      the aggregate, represent a fundamental change in the
       information set forth in this Registration Statement;

                   (iii)  To include any material information with
    respect to the plan of distribution not previously
          disclosed in this Registration Statement or any material
 change to such information in this Registration
Statement.                                    

Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii)   
above shall not apply if the information required to be       
included in a post-effective amendment by those paragraphs is 
contained in periodic reports filed by the registrant pursuant
to Section 13 or Section 15(d) of the Exchange Act that are   
incorporated by reference in this Registration Statement.     

             (2)      That, for the purpose of determining any liability
under the Securities Act of 1933, each such post-effective    
amendment shall be deemed to be a new registration statement  
relating to the securities offered therein, and the offering  
of such securities at that time shall be deemed to be the     
initial bona fide offering thereof.                           

          (3)      To remove from registration by means of a post-
effective amendment any of the securities being registered    
which remain unsold at the termination of the offering.       

(b)     The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of               
1933, each filing of the registrant's annual report pursuant to                 
Section 13(a) or Section 15(d) of the Exchange Act that is incorpo-             
rated by reference in the Registration Statement shall be deemed to             
be a new registration statement relating to the securities offered              
therein, and the offering of such securities at that time shall be              
deemed to be the initial bona fide offering thereof.                            

  (c)     Insofar as indemnification for liabilities arising under
the Securities Act of 1933 may be permitted to directors, officers              
and controlling persons of the registrant pursuant to the foregoing             

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provisions, or otherwise, the registrant has been advised that in               
the opinion of the Securities and Exchange Commission such                      
indemnification is against public policy as expressed in the                    
Securities Act of 1933 and is, therefore, unenforceable.  In the                
event that a claim for indemnification against such liabilities                 
(other than the payment by the registrant of expenses incurred or               
paid by a director, officer or controlling person of the registrant             
in the successful defense of any action, suit or proceeding) is                 
asserted by such director, officer or controlling person in                     
connection with the securities being registered, the registrant                 
will, unless in the opinion of its counsel the matter has been                  
settled by controlling precedent, submit to a court of appropriate              
jurisdiction the question whether such indemnification by it is                 
against public policy as expressed in the Securities Act of 1933 and            
will be governed by the final adjudication of such issue.                       

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SIGNATURES      

Pursuant to the requirements of the Securities Act of 1933,   
the registrant certifies that it has reasonable grounds to believe              
that it meets all of the requirements for filing on Form S-8 and has            
duly caused this Registration Statement to be signed on its behalf              
by the undersigned, thereunto duly authorized, in the City of                   
Houston, State of Texas, on February 25, 1994.                                  

                                     NATIONAL CONVENIENCE STORES
                      INCORPORATED

                                   By:   /s/ A. J. Gallerano
                                         -------------------------
                                       A. J. Gallerano
                                              Senior Vice President,
                                   General and
                                 Secretary

Each person whose signature appears below on this Registration
Statement hereby constitutes and appoints A. J. Gallerano and Brian             
Fontana, each with full power to act without the other, his true and            
lawful attorney-in-fact and agent, with full power of substitution              
and resubstitution, for him and in his name, place and stead, in any            
and all capacities (until revoked in writing) to sign any and all               
amendments (including post-effective amendments and amendments                  
thereto) to this Registration Statement, and to file the same, with             
all exhibits thereto and other documents in connection therewith,               
with the Securities and Exchange Commission, granting unto said                 
attorney-in-fact and agent full power and authority to do and                   
perform each and every act and thing he might do or could do in                 
person, hereby ratifying and confirming all that said attorney-in-              
fact and agent, or his substitute, may lawfully do or cause to be               
done by virtue hereof.                                                          

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Pursuant to the requirements of the Securities Act of 1933,   
this Registration Statement has been signed by the following persons            
in the capacities and on the dates indicated.                                   

                                                                [Download Table]

          Name                 Title                          Date       
                                                                         

/s/ V. H. Van Horn        President, Chief Executive    February 23, 1994
----------------------    Officer and Director                           
V. H. Van Horn            (Principal Executive Officer)                  

/s/ Brian Fontana         Vice President and Chief                       
----------------------    Financial Officer and                          
Brian Fontana             Principal Accounting Officer  February 23, 1994

/s/ Richard C. Steadman   Chairman of the Board and     February 23, 1994
----------------------    Director                                       
Richard C. Steadman                                                      

/s/ Dunbar N. Chambers, Jr.    Director                 February 23, 1994
----------------------                                                   
Dunbar N. Chambers, Jr.                                                  

/s/ Charles J. Luellen         Director                 February 23, 1993
----------------------                                                   
Charles J. Luellen                                                       

/s/ Raymond W. Oeland, Jr.     Director                 February 23, 1993
----------------------                                                   
Raymond W. Oeland, Jr.                                                   

 /s/ Lionel Sosa               Director                 February 23, 1993
----------------------                                                   
Lionel Sosa                                                              

/s/ Robert B. Stobaugh                                                   
----------------------         Director                 February 23, 1993
Robert B. Stobaugh                                                       

/s/ William Key Wilde                                                    
----------------------         Director                 February 23, 1993
William Key Wilde                                                        
Director                                                                 

                                                                [Download Table]

Exhibit                                                                  
Number                      Description of Exhibit                   Page
-------                     ----------------------                   ----
                                                                         
  4.1          Restated Certificate of Incorporation of National         
               Convenience Stores Incorporated                           

  4.2          Restated Bylaws of National Convenience Stores            
               Incorporated                                              

  4.3          Warrant Agreement dated March 9, 1993 between             
               National Convenience Stores Incorporated and              
               Boatmen's Trust Company, as Warrant Agent                 

  4.4          National Convenience Stores Incorporated 1993          10 
               Non-Qualified Stock Option Plan                           

   5           Opinion of Bracewell & Patterson, L.L.P.               22 

 23.1          Consent of Deloitte & Touche                           23 

 23.2          Consent of Bracewell & Patterson, L.L.P.                  
               (contained in its opinion filed as Exhibit 5)             

  24           Powers of Attorney (included at page II-6 of              
               this Registration Statement)                              

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                                                             EXHIBIT 4.4

              NATIONAL CONVENIENCE STORES INCORPORATED
              1993 NON-QUALIFIED STOCK OPTION PLAN
              ------------------------------------

National Convenience Stores Incorporated, a Delaware          
corporation ("Company"), hereby adopts its 1993 Non-Qualified Stock             
Option Plan ("Plan") to be effective as of March 9, 1993 ("Effective            
Date"), as follows:                                                             

 1.      Definitions.  As used herein, the following terms shall
have the meanings indicated below:                                              

"Agreement" shall mean a non-qualified stock option agreement   
between the Company and an Eligible Participant pursuant to the                 
terms of this Plan.                                                             

"Board of Directors" shall mean the Board of Directors of the   
Company.                                                                        

"Business Day" shall mean, for the purposes of this Plan, any   
day upon which regular trading occurs on the New York Stock                     
Exchange.                                                                       

"Change In Control" shall mean and occur with respect to the    
Company when either (i) the individuals who were directors of the               
Company immediately prior to the Effective Date cease to constitute             
a majority of the Board of Directors, or (ii) the Board of Directors            
has determined that the conditions concerning the waiver of the net             
operating loss carryforward stock transfer restriction with respect             
to tender offers as set forth in Article V of the Restated                      
Certificate of Incorporation of the Company have been met.                      

"Committee" shall mean any committee of directors of the        
Company appointed by the Board of Directors to administer the Plan.             

"Company" shall mean National Convenience Stores Incorporated.  

"Eligible Participant(s)" shall mean the directors of the       
Company, and management employees, including officers, or other key             
employees of the Company.                                                       

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"Option" shall mean the option of an Eligible Participant to    
purchase Common Stock under an Agreement.                                       

"Option Price" shall mean for Options, other than               
Reorganization Options, the purchase price for each Share which                 
shall not be less than the fair market value of such Share on the               
date the Option is granted, except that any Options issued within               
the first year after the confirmation of the Plan of Reorganization             
shall not have an Option Price lower than $10.50.                               

"Optionee" shall mean an Eligible Participant having a right    
to purchase Common Stock under an Agreement.                                    

"Plan" shall mean the Company's 1993 Non-Qualified Stock        
Option Plan.                                                                    

"Plan of Reorganization" shall mean the Revised Fourth Amended  
and Restated Joint Plan of Reorganization Under Chapter 11 of the               
United States Bankruptcy Code of the Company and certain affiliates,            
jointly administered under Case No. 91-49816-H4-11, as confirmed by             
the United States Bankruptcy Court for the Southern District of                 
Texas, Houston Division, by Order entered February 25, 1993.                    

"Reorganization" shall mean any statutory merger, statutory     
consolidation, sale of all or substantially all of the assets of the            
Company, or sale, pursuant to an agreement with the Company, of                 
securities of the Company pursuant to which the Company is or                   
becomes a wholly owned subsidiary of another company after the                  
effective date of the Reorganization.                                           

"Reorganization Agreement" shall have the meaning set out in    
Section 10.3 hereof.                                                            

"Reorganization Options" shall have the meaning set out in      
Section 8 hereof.                                                               

"Shares," "Stock" or "Common Stock" shall mean shares of $.01   
par value common stock of the Company which is designated as Common             
Stock in Article IV of the Restated Certificate of Incorporation of             
the Company.                                                                    

"Termination Date" shall mean the date an Optionee ceases to    
be an employee, officer or director of the Company.                             

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"Total Issuable Shares" shall mean the estimated number of      
Shares issuable pursuant to the Plan of Reorganization.                         

2.       Purpose.  The purpose of the Plan is to encourage and    
enable Eligible Participants to acquire proprietary interests in the            
Company through the ownership of Common Stock.  The Company believes            
that Eligible Participants who participate in the Plan will have a              
closer identification with the Company by virtue of their ability as            
stockholders to participate in the Company's growth and earnings.               
The Plan is also designed to provide motivation for Eligible                    
Participants to continue their employment and for Eligible                      
Participants to give greater efforts on behalf of the Company.                  

3.       Effective Date.  The Plan shall be effective as of the   
Effective Date.                                                                 

4.       Reserved for Plan.  The Shares to be sold to Eligible    
Participants under the Plan may, at the election of the Committee,              
be either treasury Shares or Shares of Common Stock otherwise                   
reserved for such purpose.  The maximum number of Shares which shall            
be reserved and made available for sale under the Plan shall be Nine            
Hundred Thousand (900,000) Shares.  Any Shares subject to an Option             
which for any reason expires or is terminated unexercised may again             
become subject to an Option under the Plan.                                     

5.       Eligibility.  Options may be granted only to Eligible    
Participants.                                                                   

6.       Term of the Plan.  The Plan shall remain in effect until 
the later of (i) the date on which all Shares subject or which may              
become subject to the Plan shall have been purchased pursuant to                
Options granted under the Plan or (ii) the date on which the Options            
granted not otherwise exercised expire unexercised.  The Shares                 
subject to any Option which expire without exercise shall continue              
to be reserved for issuance under this Plan, and Options with                   
respect thereto may be issued in the discretion of the Board of                 
Directo2s to officers, employees and directors of the Company,                  
subject to the limitations set forth herein.  All Options issued                
under the Plan have a term of ten years, subject to the terms and               
conditions of the Plan.                                                         

7.       Administration of the Plan.  The Plan shall be           
administered by the Committee.  The Committee shall consist of at               
least two members of the Board of Directors (and more if the Board              
so determines).  Within the limitations described herein, the                   
Committee shall administer the Plan, select the Eligible                        
Participants to whom Options will be granted (other than those                  
granted pursuant to the Plan of Reorganization), determine the                  
number of Shares to be optioned to each Eligible Participant (other             
than the Reorganization Options granted pursuant to the Plan of                 
Reorganization), and interpret, construe, and implement the                     
provisions of the Plan.  The Committee shall select one of its                  

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members as Chairman and shall hold its meetings at such time and                
places, and pursuant to such rules consistent with the Plan, as it              
may determine.  A majority of the members of the Committee shall                
constitute a quorum, and acts of a majority of the members present              
at any meeting at which a quorum is present, or acts approved in                
writing by a majority of the members of the Committee, shall be the             
acts of the Committee.  The Committee may participate in a meeting              
by means of conference telephone or similar communications                      
equipment, by means of which all persons participating in the                   
meeting can hear each other.  Vacancies in the membership of the                
Committee arising from death, resignation or other inability to                 
serve shall be filled by the Board of Directors.  The Committee may             
delegate to the Chief Executive Officer and to other senior officers            
of the Company its duties under the Plan pursuant to such conditions            
or limitations as the Committee may establish.  No member of the                
Committee or officer of the Company to whom it has delegated                    
authority in accordance with the provisions hereof shall be liable              
for anything done or omitted to be done by him or her, by any member            
of the Committee or by any officer of the Company in connection with            
the performance of duties under the Plan, except for his or her own             
willful misconduct or as expressly provided by federal or state                 
statute.                                                                        

8.       Reorganization Options.  Pursuant to the Plan of         
Reorganization, as of the Effective Date the following Optionees                
will be granted an Option for the total number of Shares set forth              
opposite their respective names ("Reorganization Options"):                     

                                                                [Download Table]

NAME                             TITLE                                   No.   

                                                                               
V.H. Van Horn        President and CEO                                  150,000
Randy Wortham        Senior Vice President -- Gasoline/Real Estate       60,000
Arnold Van Zanten    Senior Vice President -- Administration             60,000
A.J. Gallerano       Senior Vice President -- General Counsel            60,000
Jayar Daily          Vice President -- Advertising and Sales Promotions  30,000
F.L. Chase           Vice President -- Merchandise Sales and Buying      30,000
Brian Fontana        Treasurer                                           30,000
Bruce Breedlove      Controller                                          30,000
David Wishard        Director of Store Operations                        30,000
Jim Fenwick          Manager Supply/Distribution                         15,000
Tom Austin           Corporate Property Manager                          15,000
Bob Muir             Director-Construction/Equipment                     15,000
Ted Beilman          Director-Fast Foods                                 15,000
Jimmy Gibson         Group Marketing Manager -- Beverages                15,000
Hal Adams            Group Marketing Manager -- Take Home                15,000
Paul Moody           Operations Manager -- Division 7408                 15,000
Margaret Bennett     Director-Corporate Training                         15,000
Chris Wilson         Director-Merchandise/Administration                 15,000
Roy Farr             Operations Manager -- Division 7411                 15,000
David Esones         Corporate Loss Prevention Director                  15,000
Randy Curson         Real Estate Attorney                                15,000
Jim Pearson          Director of Risk Management                         15,000
Oscar Buenaventura   Tax Director                                        15,000
Reg Kennerty         Director-Information Systems                        15,000
Ed Chambers          Assistant Controller -- Store Accounting            15,000
Betty Battaglini     Assistant Controller                                15,000
Jon Ketchum          Operations Manager -- Zone 7395                     15,000
John Kirk            Operations Manager -- Zone 7340                     15,000
Geoff De Castro      Operations Manager -- Division 7405                 15,000
Each Director as of the date stated below                                15,000

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To evidence such Reorganization Options, the Company shall enter                
into an Agreement with each such Optionee reflecting the following              
terms and conditions:                                                           

     8.1   Price.  The exercise price for Shares purchased
under the Reorganization Options shall be $10.50 per Share.       

     8.2   Number of Shares.  The Agreement shall grant an
Option to purchase the number of Shares as set forth above,       
expressly provided that in no event with respect to each          
Eligible Participant shall the amount of Shares in the            
Reorganization Options, plus any other shares that may be         
granted pursuant to Options or any other option for a period of   
three years after the Effective Date exceed two and one-half      
percent (2.5%) of the Total Issuable Shares.  Each director of    
the Company on the 180th day following the date in which the      
order confirming the Plan of Reorganization was entered shall     
automatically receive an option to purchase 15,000 Shares at an   
exercise price equal to $10.50 per Share.                         

        8.3   Vesting; Exercise of Option.  With respect to each
such Optionee, the Option shall become vested and exercisable     
as follows: each Option shall vest one-third (1/3) per year       
over a three (3) year period beginning on the date the Option     
is granted and the Option on the Shares shall be exercisable      
immediately after the vesting of the Option and thereafter        
until the term of the Option expires.  No partial exercise of     
the Option may be for less than fifty (50) Shares or its          
equivalent.                                                       

   8.4   Medium and Time of Payment.  Shares purchased
pursuant to an Agreement shall be paid for in full at the time    
of purchase in cash.  Upon receipt of payment, the Company        
shall promptly, without transfer or issue tax, deliver to the     
Optionee (or other person entitled to exercise the Option) a      
certificate or certificates for such Shares.                      

         8.5   Rights as a Stockholder.  An Optionee shall have no
rights as a stockholder with respect to any Shares covered by     
his or her Option until the date of the issuance of the stock     
certificate to the Optionee for such Shares.  Except as           
otherwise expressly provided in the Plan, no adjustments shall    
be made for dividends or other rights for which the record date   
is prior to the date such stock certificate is issued.            

     8.6   Nonassignability of Option.  No Option shall be
assignable or transferable by an Optionee except by will or by    
the laws of descent and distribution.  During the lifetime of     
an Optionee, the Option shall be exercisable only by him or       
her.  In the event the Optionee exercises the Option granted      
hereby and acquires Shares, Optionee must hold those Shares for   
at least six months after the Option was granted, prior to        
transferring such shares.                                         

   8.7   Effect of Termination of Employment or Death.
Notwithstanding Section 8.3 hereof, in the event that an          
Optionee ceases to be an employee or director of the Company      
for any reason other than (i) voluntary resignation by            
Optionee, (ii) willful misconduct by Optionee, (iii) the gross    
neglect by Optionee of his duties as an employee, officer or      
director of the Company which continues for more than thirty      
(30) days after written notice from the Company to Optionee       
specifically identifying the gross negligence of Optionee and     
directing Optionee to discontinue same, (iv) the commission by    
Optionee of a crime constituting a felony or (v) the commission   
by Optionee of an act, other than an act taken in good faith      
within the course and scope of Optionee's employment, which is    
directly detrimental to the Company and which act exposes the     
Company to material liability, then all Shares not previously     
vested shall automatically become vested and exercisable by       
Optionee.  If termination is not due to the death of the          
Optionee, any Option or unexercised portion thereof with          
respect to which the Optionee was vested on the Termination       
Date, including any Shares vested by reason of the first          
sentence in this Section 8.7, shall expire unless exercised       
within a period of ninety (90) days from the Termination Date,    
but in no event after the expiration of the term of the Option.   
If termination is due to the death of the Optionee, any Option    
or unexercised portion thereof with respect to which the          
Optionee was vested on the Termination Date, including any        
Shares vested by reason of the first sentence in this Section     
8.7, shall expire unless exercised by his or her legal            
representative, heirs or legatees within a period of one year     
from the date of the Optionee's death, but in no event after      
the expiration of the term of the Option.  In the event that an   
Optionee ceases to be an employee or director of the Company      
for any reason stated in subparagraphs (i)-(v) of this Section    
8.7, all Shares not previously vested shall be forfeited by       
such Optionee.                                                    

         8.8   Change in Control.  Upon the occurrence of a Change
in Control, notwithstanding the provisions of Section 8.3         
hereof, all Shares not previously vested shall automatically      
become vested and exercisable by Optionee.                        

        8.9   General Restriction.  Each Option shall be subject
to the requirement that if at any time the Board of Directors     
shall determine, in its discretion, that the listing,             
registration or qualification of the Shares subject to such       
Option upon any securities exchange or under any state or         
federal law, or the consent or approval of any government         
regulatory body is necessary or desirable as a condition of, or   

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in connection with, the granting of such Option or the issue or   
purchase of Shares thereunder, such Option may not be exercised   
in whole or in part unless such listing, registration,            
qualification, consent or approval shall have been effected or    
obtained free of any conditions not acceptable to the Board of    
Directors.  Each Optionee shall consent to the imposition of      
such legends on the stock certificates evidencing the Shares to   
be issued pursuant to this Plan as are necessary, in the          
opinion of Company's counsel, to secure to the Company an         
appropriate exemption from applicable securities laws.  The       
Company shall not be obligated to list, qualify, or register      
the Shares with any governmental agency or securities exchange,   
or if any such Shares have been listed, qualified, or             
registered, to prepare any additional prospectus, to amend such   
listing, qualification, or  registration, or to continue said     
listing, qualification, or registration in effect.                

9.       Additional Non-Qualified Stock Options.  All Options     
granted under the Plan, other than Reorganization Options, shall be             
evidenced by Agreements approved by the Committee and shall include             
such terms and conditions deemed advisable by the Committee.  All               
Agreements shall include the following terms and conditions:                    

     9.1   Price.  The exercise price for Shares purchased
under the Agreements shall be the Option Price.                   

        9.2   Number of Shares.  The Agreement shall specify the
number of Shares which the Optionee may purchase under such       
Option.                                                           

        9.3   Holding Period.  The Optionee must hold any Shares
acquired pursuant to the Option for a period of at least six      
months from the date the Option was granted, prior to             
transferring such shares.                                         

          9.4   Exercise of Options.  The Shares subject to exercise
under the Option may be purchased in whole or in part by the      
Optionee from time to time, but in no event later than ten (10)   
years after the date of the grant of the Option.  No partial      
exercise may be for less than fifty (50) Shares, or its           
equivalent.                                                       

   9.5   Medium and Time of Payment.  Shares purchased
pursuant to an Agreement shall be paid for in full at the time    
of purchase in cash.  Upon receipt of payment, the Company        
shall, without transfer or issue tax, promptly deliver to the     
Optionee (or other person entitled to exercise the Option) a      
certificate or certificates for such Shares.                      

         9.6   Rights as a Stockholder.  An Optionee shall have no
rights as a stockholder with respect to any Shares covered by     

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his or her Option until the date of the issuance of the stock     
certificate to the Optionee for such Shares.  Except as           
otherwise expressly provided in the Plan, no adjustments shall    
be made for dividends or other rights for which the record date   
is prior to the date such stock certificate is issued.            

     9.7   Nonassignability of Option.  No Option shall be
assignable or transferable by an Optionee except by will or by    
the laws of descent and distribution.  During the lifetime of     
an Optionee, the Option shall be exercisable only by him or       
her.                                                              

       9.8   Effect of Termination of Employment or Death.  In
the event that an Optionee ceases to be an employee or director   
of the Company or of any Subsidiary of the Company for any        
reason other than death, any Option or unexercised portion        
thereof which was otherwise exercisable on the Termination Date   
shall expire unless exercised within a period of ninety (90)      
days from the Termination Date, but in no event after the         
expiration of ten (10) years from the date the Option was         
granted.  In the event of the death of an Optionee during the     
term of the Option, the Option shall be exercisable by his or     
her legal representative, heirs or legatees within a period of    
one year from the date of the Optionee's death, but in no event   
after the expiration of ten (10) years from the date the Option   
was granted.                                                      

        9.9   General Restriction.  Each Option shall be subject
to the requirement that if at any time the Board of Directors     
shall determine, in its discretion, that the listing,             
registration or qualification of the Shares subject to such       
Option upon any securities exchange or under any state or         
federal law, or the consent or approval of any government         
regulatory body is necessary or desirable as a condition of, or   
in connection with, the granting of such Option or the issue or   
purchase of Shares thereunder, such Option may not be exercised   
in whole or in part unless such listing, registration,            
qualification, consent or approval shall have been effected or    
obtained free of any conditions not acceptable to the Board of    
Directors.  Each Optionee shall consent to the imposition of      
such legends on the stock certificates evidencing the Option      
Shares to be issued pursuant to this Plan as are necessary, in    
the opinion of Company's counsel, to secure to the Company an     
appropriate exemption from applicable securities laws.  The       
Company shall not be obligated to list, qualify, or register      
the Shares with any governmental agency or securities exchange,   
or if any such Shares have been listed, qualified, or             
registered, to prepare any additional prospectus, to amend such   
listing, qualification, or registration, or to continue said      
listing, qualification, or registration in effect.                

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10.      Adjustments.                                             

10.1    Recapitalization.  In the event that the
outstanding Shares of Common Stock of the Company are hereafter   
increased or decreased or changed into or exchanged for a         
different number or kind of shares or other securities of the     
Company or of another corporation, by reason of a                 
recapitalization, reclassification, stock split-up, combination   
of Shares, or dividend or other distribution payable in capital   
stock, appropriate adjustment shall be made by the Board of       
Directors or Committee to the authorized number and kind of       
Shares for the purchase of which Options may be granted under     
the Plan.  In addition, the Board of Directors or Committee       
shall make appropriate adjustment in the authorized number and    
kind of Shares as to which outstanding Options, or portions       
thereof then unexercised, shall be exercisable, to the end        
that, to the extent practicable, the proportionate interest of    
the holder of the Option shall be maintained as before the        
occurrence of such event.  Such adjustment in outstanding         
Options shall be made without change in the total price           
applicable to the unexercised portion of the Option but with a    
corresponding adjustment in the price per Share.                  

        10.2    Dissolution or Liquidation.  In the event of the
dissolution or liquidation of the Company, any Option granted     
under the Plan shall terminate as of a date to be fixed by the    
Board of Directors or Committee, provided that not less than      
thirty (30) days' written notice of the date so fixed shall be    
given to each Optionee and each such Optionee shall have the      
right during such period to exercise his Option as to all or      
any part of the Shares covered thereby, including Shares as to    
which such Option would not otherwise be exercisable by reason    
of an insufficient lapse of time.                                 

         10.3    Reorganization.  In the event of a Reorganization
in which the Company is not the surviving or acquiring company,   
or in which the Company is or becomes a wholly owned subsidiary   
of another company after the effective date of the                
Reorganization, then                                              

                   (1)     If there is no plan or agreement respecting
         the Reorganization ("Reorganization Agreement") or if the
      Reorganization Agreement does not specifically provide
    for the change, conversion or exchange of the Shares
        under outstanding and unexercised Options for securities
        of another corporation, then the Reorganization shall be
   treated as a transaction to which subparagraph 10.2
      applies and the rights of the Company and the Optionee
shall be governed thereby; or                   

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                     (2)     If there is a Reorganization Agreement and if
      the Reorganization Agreement specifically provides for
       the change, conversion, or exchange of the Shares under
     outstanding and unexercised Options for securities of
   another corporation, then the Board of Directors or
      Committee shall equitably adjust the Shares under such
         outstanding and unexercised Options (and shall adjust the
        Shares remaining under the Plan which are then available
    to be optioned under the Plan, if the Reorganization
        Agreement makes specific provision therefor) in a manner
not inconsistent with the provisions of the     
    Reorganization Agreement for the adjustment, change,
        conversion, or exchange of such Shares and such Options.
    The Board of Directors shall use its best efforts to
        arrange for an equitable conversion of the option rights
         of each Optionee under the Plan to option rights of equal
   value with respect to the stock of the surviving or
acquiring corporation.                          

        10.4    Decisions Final.  Adjustments and determinations
under this Section shall be made by the Board of Directors or     
the Committee, whose decisions shall be final, binding, and       
conclusive.                                                       

11.      Amendment of the Plan.  Except with respect to the       
Reorganization Options and Options then subject to an Agreement, the            
Plan may at any time or from time to time be terminated, modified,              
or amended by the affirmative vote of not less than a majority of               
the issued and outstanding Common Stock of the Company entitled to              
vote.  Except with respect to the Reorganization Options and Options            
then subject to an Agreement, the Board of Directors may, at any                
time and from time to time, terminate, modify, or amend the Plan in             
any respect, except without approval of a majority of the shares of             
Common Stock issued and outstanding and entitled to vote, the Board             
of Directors may not (i) increase the maximum number of Shares for              
which Options may be granted under the Plan either in the aggregate             
or to any Eligible Participant (other than increases due to changes             
in capitalization as referred to in Section 10 hereof), or (ii)                 
change the class of persons eligible for non-qualified stock options            
under Section 5 hereof, or (iii) otherwise materially modify the                
requirements as to eligibility for participation in the Plan, or                
(iv) otherwise materially increase the benefits accruing to Eligible            
Participants under the Plan.  The termination or any modification or            
amendment of the Plan shall not, without the consent of an Optionee,            
affect his or her rights under an Option previously granted to him              
or her.  With the consent of the Optionee affected, the Committee               
may amend outstanding Agreements in a manner not inconsistent with              
the Plan.                                                                       

12.      Binding Effect.  All decisions of the Committee involving
the implementation, administration or operation of the Plan shall be            

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binding on the Company, all Eligible  Participants participating in             
the Plan, and on all other persons eligible or who become eligible              
to participate in the Plan.                                                     

Adopted as of the date first above written.                       

                                         NATIONAL CONVENIENCE STORES
                              INCORPORATED

                 By:
                                             -------------------------
                                    A. J. Gallerano,
                                          Senior Vice President,
                                   General Counsel

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                                       EXHIBIT 5

               February 28, 1994

National Convenience Stores Incorporated                                        
100 Waugh Drive                                                                 
Houston, Texas 77007                                                            

Gentlemen:                                                                      

We have acted as counsel to National Convenience Stores                         
Incorporated, a Delaware corporation ("NCS"), in connection with the            
proposed issuance by NCS of (i) up to 900,000 shares of Common                  
Stock, par value $.01 per share, plus (ii) any additional shares                
issuable pursuant to the antidilution provisions of NCS's 1993 Non-             
Qualified Stock Option Plan (the "Plan") (together, the "Shares")               
upon the exercise of options granted to employees and directors of              
NCS pursuant to the terms of the Plan.                                          

We have examined originals or copies of (i) the Restated Certificate            
of Incorporation of NCS, (ii) the Restated Bylaws of NCS, (iii) the             
Plan, (iv) certain resolutions of the Board of Directors of NCS and             
(v) such other documents and records as we have deemed necessary and            
relevant for purposes hereof.  We have relied on certificates of                
officers of NCS and certificates and telegrams of public officials              
as to certain matters of fact relating to this opinion and have made            
such investigations of law as we have deemed necessary and relevant             
as a basis hereof.                                                              

We have assumed the genuineness of all signatures, the authenticity             
of all documents, certificates and records submitted to us as                   
originals, the conformity to authentic original documents,                      
certificates and records of all documents, certificates and records             
submitted to us as copies, and the truthfulness of all statements of            
fact contained therein.                                                         

Based upon the foregoing and subject to the limitations and                     
assumptions set forth herein and having due regard for such legal               
considerations as we deem relevant, we are of the opinion that:                 

1.     NCS is duly incorporated, validly existing and in good standing          
under the laws of the State of Delaware.                          

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2.     The Shares have been duly and validly authorized and, when               
issued and paid for in accordance with the terms of the Plan,     
for a consideration at least equal to the par value thereof,      
will be validly issued, fully paid and nonassessable.             

We hereby consent to the filing of this opinion with the Securities             
and Exchange Commission as Exhibit 5 to NCS's Registration Statement            
on Form S-8 relating to the Plan.                                               

             Very truly yours,

                             /s/ Bracewell & Patterson, L.L.P.

                         Bracewell & Patterson, L.L.P.

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                                              EXHIBIT 23.1

   CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS

We consent to the incorporation by reference in this              
Registration Statement of National Convenience Stores                           
Incorporated ("NCS") on Form S-8 of our report dated                            
August 10, 1993, appearing in and incorporated by reference                     
into NCS's Annual Report on Form 10-K for the year ended                        
June 30, 1993.                                                                  

                           /s/ Deloitte & Touche

                       DELOITTE & TOUCHE

Houston, Texas                                                                  
February 28, 1994                                                               

Dates Referenced Herein   and   Documents Incorporated by Reference

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