Dart Group Corp · 10-K · For 1/31/94

Filed On 5/2/94   ·   SEC File 0-01946   ·   Accession Number 950133-94-94

Annual Report   ·   Form 10-K
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10-K        Dart Group Form 10-K Period Ended January 31, 1994   105    449K 
 2: EX-2.F      Asset Purchase Agreement - Exhibit 2(F)               45    165K 
 3: EX-3.B      Dart Group by Laws - Exhibit 3(B)                     29     64K 
 4: EX-10.5E    Employment Agreement - Exhibit 10(Eeeee)              11     52K 
 5: EX-10.5F    Chantilly Lease Agreement - Exhibit 10(Fffff)         44    247K 
 6: EX-10.5G    Landmark Lease Agreement - Exhibit 10(Ggggg)          43    230K 
 7: EX-10.5H    Bull Run Plaza Lease Agreement - Exhibit 10(Hhhhh)    43    243K 
 8: EX-10.5I    Loan Agreement - Exhibit 10(Iiiii)                    54    252K 
 9: EX-10.5L    Lease Agreement - Exhibit 10(Lllll)                   45    151K 

10-K   ·   Dart Group Form 10-K Period Ended January 31, 1994
Document Table of Contents

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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D. C.  20549

FORM 10-K 

(Mark One)                                                                      
[X] Annual report pursuant to Section 13 or 15(d) of the Securities Exchange    
Act of 1934 [Fee Required] for the fiscal year ended January 31, 1994           

[ ] Transition report pursuant to Section 13 or 15(d) of the Securities         
Exchange Act of 1934 [No Fee Required] for the transition period from           
---------- to ----------                                                        

Commission file number 0-1946                                                   
------                            

      DART GROUP CORPORATION
------------------------------------------------------
(Exact name of registrant as specified in its charter)

Delaware                                  53-0242973      
-------------------------------         ------------------------------------    
(State or other jurisdiction of         (I.R.S. Employer Identification No.)    
incorporation or organization)                                                  

3300 75th Avenue, Landover, Maryland                    20785                   
-------------------------------------  --------------------------------------   
(Address of principal executive offices)                         (Zip Code)     

Registrant's telephone number, including area code         (301) 731-1200       
                                               ---------------------------

Securities registered pursuant to Section 12(b) of the Act:  NONE               

Securities registered pursuant to Section 12(g) of the Act:                     

Class A Common Stock, Par Value $1.00 per share   
-----------------------------------------------   
(Title of Class)

Indicate by check mark whether the registrant (1) has filed all reports         
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of   
1934 during the preceding 12 months (or for such shorter period that the        
registrant was required to file such reports), and (2) has been subject to such 
filing requirements for the past 90 days.  Yes   x  .  No      .                
                              -----      -----

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405  
of Regulation S-K is not contained herein, and will not be contained, to the    
best of registrant's knowledge, in definitive proxy or information statements   
incorporated by reference in Part III of this Form 10-K or any amendment to     
this Form 10-K.  (   )                                                          

At April 29, 1994, registrant had 1,453,423 shares of Class A Common Stock      
outstanding, and the aggregate market value of such shares held by              
non-affiliates of the registrant was approximately $98,026,000.  The Class B    
Common Stock, of which there are 302,952 shares outstanding, is the only voting 
stock and is not publicly traded.                                               

All the Registrant's voting stock, Class B Common Stock, is held by affiliates. 

The exhibit index begins at page 102 of this Form 10-K.                         

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PART I

Item 1.   Business                                                              
  Dart Group Corporation (the "Corporation") operates retail discount auto
parts stores through Trak Auto Corporation ("Trak Auto"), retail discount book  
stores through Crown Books Corporation ("Crown Books"), retail discount grocery 
stores through Shoppers Food Warehouse Corp. ("Shoppers Food"), retail discount 
beverage stores through Total Beverage Corporation ("Total Beverage"), a real   
estate company through Cabot-Morgan Real Estate Company ("CMREC"), and a        
financial business which purchases bankers' acceptances through Dart Group      
Financial Corporation ("Dart Financial").  The Corporation, Trak Auto, Crown    
Books, Shoppers Food, Total Beverage, CMREC, Dart Financial and the             
Corporation's other direct and indirect wholly-owned and majority-owned         
subsidiaries and majority owned partnerships are referred to collectively as    
the "Company".  The Corporation owns 65% of the common stock of Trak Auto, 51%  
of the common stock of Crown Books, in excess of 50% of the common stock of     
Shoppers Food, 100% of the common stock of Total Beverage, 100% of the common   
stock of CMREC and 100% of the common stock of Dart Financial.  The common      
stock of Trak Auto and Crown Books is traded on the National Association of     
Securities Dealers Automated Quotations Systems ("NASDAQ") national market      
under the symbols TRKA and CRWN, respectively.                                  

On January 31, 1994, there were 314 Trak Auto, 240 Crown Books, and 35
Shoppers Food stores; CMREC owned a 75% interest in two real estate             
partnerships which own and operate two shopping centers and 51% of three real   
estate partnerships which own and operate two shopping centers and an office    
building; and there were three Total Beverage stores.  On such date, Dart       
Financial owned approximately $62,307,000 of bankers' acceptances.              

Trak Auto Operations                                                            

Trak Auto operates retail discount specialty stores in the Washington,
D.C., Richmond, Virginia, Chicago, Illinois and Los Angeles, California         
metropolitan areas.                                                             

Trak Auto is engaged in the retail sale of a wide range of automobile 
parts and accessories for the do-it-yourself market.  Trak Auto products        
include "hard parts" (such as alternators, starters, shock absorbers, fan       
belts, spark plugs, mufflers, thermostats, and wheel bearings), as well as      
motor oil, oil filters, headlights, batteries, waxes, polishes, car stereos,    
anti-freeze and windshield wipers.  A typical store normally carries 10,000     
different item numbers or SKU's. Trak Auto does not sell tires and does not     
provide automotive service or installation.                                     

During the year ended January 30, 1993, Trak Auto organized Super Trak
Corporation.  Super Trak was organized as a Delaware corporation to operate     
retail auto part stores and is a wholly-owned subsidiary of Trak Auto.  Super   
Trak stores are similar to the Trak Auto stores described above, however, the   
stores provide additional services and merchandise. Super Trak stores carry     
approximately 5,000 more SKU's, concentrated primarily in application parts     
categories.  Additionally, the stores feature special order services permitting 
customers access to virtually any automotive part, including engines.  The      
stores also offer extensive technical assistance through computerized parts     
look-up, instruction for repairs, free use of specialized tools, and factory    
trained parts people. Trak Auto is planning a conversion to the Super Trak      
concept through the opening of new stores and the conversion, relocation and    
expansion of its existing stores.                                               

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Trak Operations (Continued)                                                     

Trak Auto's merchandise is generally purchased directly from a large  
number of manufacturers and suppliers.  Trak Auto's distribution system is      
computerized utilizing an automated replenishment and perpetual inventory       
system to generate shipments of product from distribution centers in Landover,  
Md., Bridgeview, Ill. and Ontario, California.  The required items are          
generally assembled and packaged for delivery in the order in which they will   
be unpacked and displayed on the shelves at the retail stores, promoting store  
efficiency.  Inventories are monitored both at stores and in the distribution   
centers to determine purchase requirements.  Trak Auto has a computerized point 
of sale ("POS") register system in every store.  Trak Auto uses scanners to     
identify most merchandise at the register and uses a price look-up function to  
price the sale.  Most merchandise is pre-labeled with bar codes by the          
manufacturers.                                                                  

Trak Auto's merchandising philosophy is to develop strong consumer    
recognition and acceptance of its name by use of mass-media advertising to      
promote a broad selection of products at low prices.  Trak Auto emphasizes      
quality customer service through knowledgeable personnel and advanced           
technology such as electronic parts look-up, POS and computerized               
do-it-yourself aids.                                                            

 Trak Auto stores are approximately 5,000 to 6,000 square feet and Super
Trak stores range from 6,000 to 11,000 square feet.  Trak Auto's stores use     
modern fixtures and equipment and the interiors have been standardized, so that 
the interiors of new stores can be assembled quickly.  The stores are open      
seven days a week.                                                              

  The following table indicates Trak Auto's store locations and the number
of stores opened, closed and remodeled for the last five years.                 

                                                                · Download Table

                                            Number of Stores       
                                         at end of fiscal year     
                                   --------------------------------
 Metropolitan Area                 1990   1991   1992   1993   1994
 -----------------                 ----   ----   ----   ----   ----
                                                                   
 Washington, D.C. ............       74     77     81     84     86
 Baltimore, Maryland .........       14     14      6      0      0
 Richmond, Virginia ..........       14     14     15     15     15
 Chicago, Illinois ...........       93    100     99     99     97
 Los Angeles, California .....      113    119    121    119    116
 San Diego, California........        -      7     11      0      0
                                   ----   ----   ----   ----   ----
          Total ..............      308    331    333    317    314
                                   ====   ====   ====   ====   ====

Super Trak Stores                                                  
-----------------                                                  
 Opened during the year.......        -      -      -      1     10
 Closed during the year.......        -      -      -      -      1
Classic Trak Stores                                                
-------------------                                                
 Opened during the year.......       36     26     19      6      1
 Closed during the year.......        2      3     17     23     13
 Converted to Super Trak                                           
   during the year............        -      -      -     11     52
 Remodeled during the year....        -      4      -      -      -

Super Trak Stores                     -      -      -     12     73
Classic Trak Stores                 308    331    333    305    241

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Trak Auto Operations (continued)                                                

  Trak Auto had 15 stores substantially damaged or completely destroyed in
the Los Angeles civil disturbances at the end of the first fiscal quarter of    
1993.  Eleven of these stores have subsequently reopened and four stores remain 
closed.  The Los Angeles earthquake in January of 1994 damaged two Trak Auto    
stores and one Super Trak resulting in their closing.  The Super Trak reopened  
shortly after year-end while the two Trak Auto stores remain closed.            

Trak Auto has closed certain stores in various markets. At January 29,
1994, Trak Auto had an accrual for closed stores of approximately $1,000,000    
which represents estimated unrecoverable lease costs (net of sublease), the     
remaining book value of leasehold improvements and certain other costs.  The    
net charge (income) was $(943,000), $500,000, and  $3,162,000 during fiscal     
1994, 1993, and 1992, respectively.  Income during the year ended January 29,   
1994 was the result of early lease terminations, net of cash buyouts.  Trak     
Auto continually reviews store operations and expects to close additional       
underperforming stores in the future.                                           

A restructuring charge of $7,400,000 was recorded in 1993 for the     
anticipated costs associated with closing, relocating, expanding and converting 
existing stores to the new Super Trak concept.  During the year ended January   
29, 1994, approximately $600,000 was charged to this reserve.  No store         
contributed more than 1.0% to Trak Auto's consolidated sales during the year    
ended January 29, 1994.                                                         

Crown Books Operations                                                          
Crown Books operates specialty retail book stores offering popular    
hardback books, paperbacks and magazines below the publishers' suggested retail 
prices.                                                                         

Crown Books responds to the demand for books at prices below the      
publishers' suggested retail prices and at the same time provides quality       
service to its customers. Crown Books sells hardbacks on The New York Times     
best seller list at 40% below the publishers' suggested retail prices,          
paperbacks on The New York Times best seller list at 25% below the publishers'  
suggested retail prices, other new books at 10% to 25% below the publishers'    
suggested retail prices, and magazines at 10% below the publishers' suggested   
retail prices.  Crown Books sells publishers' over-stock, reprints and former   
best sellers at significant discounts from the publishers' original suggested   
retail prices. In addition, Crown Books allows customers at all stores to       
special order books not stocked in inventory at discount pricing.  This         
merchandise is generally purchased directly from a large number of publishers   
and suppliers and Crown Books is not dependent on any single publisher or       
supplier.                                                                       

    Crown Books advertises intensively, primarily through newspapers, seasonal
radio and television and direct mail, stressing its pricing policy.  Crown      
Books satisfies regional and local consumer preferences by tailoring the        
selections and quantities of books that it makes available in individual        
stores.  Crown Books clusters its stores in selected market areas to maximize   
the efficiency of advertising, publicity, management and distribution.  Within  
those areas, Crown Books generally locates its stores in convenient strip       
shopping centers and urban street locations.  These locations typically may be  
rented at more favorable rates than locations in large enclosed malls and       
provide for increased consumer awareness and convenience of the store           
locations.                                                                      

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Crown Books Operations (continued)                                              

All major merchandising decisions concerning pricing, advertising and 
promotional campaigns, as well as the initial ordering of inventory for each    
store, are managed centrally at Crown Books' headquarters in Landover,          
Maryland.  Over 80% of the merchandise is shipped directly from publishers to   
the stores.  Best sellers and other hardback books which are purchased in large 
quantities are often shipped directly from the publishers to Crown Books'       
regional warehouses for distribution to the stores.  Inventories are monitored  
both at stores and in the central office in Landover, Maryland, to determine    
purchase requirements.  In general, unsold books and magazines can be returned  
to the publishers for credit.                                                   

   During the year ended January 31, 1990, Crown Books organized Super Crown
Books Corporation ("Super Crown Books").  Super Crown Books was organized as a  
Delaware corporation to operate retail book superstores and is a wholly-owned   
subsidiary of Crown Books.  The first Super Crown Books store opened in May of  
1990 and Crown Books has been expanding the Super Crown concept since.  The     
stores carry as many as 70,000 titles, nearly seven times the number of titles  
as a classic Crown Books store.  Super Crown Books stores provide enhanced      
service as well as value to its customers, wider aisles, a children's play      
area, and benches and chairs to sit and relax.                                  

    The following table indicates the locations of Crown Books' stores and the
number of stores opened, closed and remodeled by Crown Books for the last five  
years:                                                                          

                                                                · Download Table

                                           Number of Stores         
                                         at end of fiscal year      
                                ------------------------------------
                                1990    1991    1992    1993    1994
                                ----    ----    ----    ----    ----
                                                                    
Washington, D.C. ...........      62      63      61      59      60
Los Angeles, California ....      75      80      79      76      68
Chicago, Illinois ..........      44      44      43      43      43
San Francisco, California ..      30      31      30      30      31
San Diego, California ......      19      19      20      20      17
Houston, Texas .............       8       6       5       3       6
Seattle, Washington ........      15      16      16      16      15
                                ----    ----    ----    ----    ----
  Total.....................     253     259     254     247     240
                                ====    ====    ====    ====    ====

Super Crown Books stores:                                           
-------------------------                                           
   Opened during the year....      -       6       9      13      37
   Closed during the year....      -       -       -       -       4

Classic Crown Books stores:                                         
---------------------------                                         
   Opened during the year....     33      10       4       -       5
   Closed during the year....      -      10      18      20      45
   Remodeled during the year.      -      16       7       2       -

Super Crown Books stores....       -       6      15      28      61
Classic Crown Books stores..     253     253     239     219     179

   Classic Crown Books stores are approximately 2,000 to 3,000 square feet
and Super Crown Books stores are approximately 6,500 to 35,000 square feet, and 
all use specially-designed display fixtures.  The Company's new prototype       
stores, such as the Super Crown White Flint in Rockville, Maryland, generally   
range from approximately 12,000 to 35,000 square feet.  The new prototype       
stores permit more effective and economic utilization of space.  The interior   

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Crown Books Operations (continued)                                              

of the stores is standardized, so that the stores can be assembled quickly.     
Most of the stores are open seven days a week.                                  

Currently, all Super Crown Books stores and all classic Crown Books 
stores have computerized point of sale and inventory management systems         
("systems").  Crown Books implemented systems in new stores and in the          
remaining classic Crown Books stores during fiscal 1994.  The systems enable    
store personnel to scan bar coded merchandise resulting in less time to process 
the sales transaction and more accurate pricing.  The systems also provide      
detailed inventory information on an item basis to store management and the     
central office providing for better informed reordering and merchandising       
decisions.                                                                      

Crown Books believes systems will enhance customer service as well as 
store operating efficiency.                                                     

   The majority of Crown Books' stores are located in strip shopping centers
anchored by supermarkets and drug stores.                                       

   Crown Books has closed certain stores in various markets.  At January 29,
1994, Crown Books had a reserve for closed stores of approximately $1,000,000,  
which represents the estimated unrecoverable lease costs, and certain other     
incidental costs.  Crown Books recorded net charges (income) of $(631,000),     
$513,000 and  $1,106,000 during the fiscal years 1994, 1993 and 1992 for closed 
stores.  Income during the year ended January 29, 1994 was the result of early  
lease terminations, net of cash buyouts.  Crown Books continues to review store 
operations and may close additional stores in the future.                       

   Crown Books recorded a restructuring charge of $6,600,000 during the year
ended January 30, 1993 for anticipated costs associated with closing,           
relocating, expanding and converting existing classic stores to the Super Crown 
Books concept.  At January 29, 1994, Crown Books had charged approximately      
$840,000 against this reserve.  These charges consisted primarily of            
unrecoverable lease costs (including buyouts of remaining lease terms) and the  
remaining book value of leasehold improvements and store fixtures for stores    
which have closed.                                                              

    Crown Books continues to test various concepts (principally related to the
size of the store) in the Super Crown Books prototypes.  As a result of these   
test stores, Crown Books has determined that a number of the smaller Super      
Crown Books stores opened in previous years (typically 6,000 - 10,000 square    
feet) are not a competitive format in the current market environment.  These    
stores have been negatively impacted by the industry's roll out of the larger   
stores.  Accordingly, Crown Books recorded an additional restructuring charge   
of $6,200,000 in the year ended January 29, 1994, representing the anticipated  
costs (unrecoverable lease costs and the remaining book value of leasehold      
improvements and store fixtures subsequent to management's estimate of the      
stores' closing dates) associated with closing, relocating and converting these 
stores to the new, larger prototype.                                            

No store contributed more than 2.0% to Crown Books' consolidated sales
during the year ended January 29, 1994.                                         

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Shoppers Food Operations                                                        

    Shoppers Food operates retail discount grocery stores that sell groceries,
meats, produce, beer and wine, baked goods, cigarettes, health and beauty aids  
and have a deli department.  The stores are located in the Washington, D. C.    
metropolitan area and the warehouses and office facilities are located in       
Lanham, Maryland.  The Corporation acquired in excess of 50% of the common      
stock of Shoppers Food (see Note 3 to the Consolidated Financial Statements)    
during fiscal 1989.                                                             

Shoppers Food's stores are operated on a high volume discount pricing 
marketing strategy.  Shoppers Food stores are operated primarily on a           
self-service basis and customers bag or box their own groceries.  The stores    
sell popular brand names at discount prices as well as manufacturers' or        
distributors' specials.                                                         

The following table indicates the number of stores and the number of  
stores opened, closed and remodeled for the last five years.                    

                                                                · Download Table

                                                 Number of Stores         
                                                   January 31,            
                                     ------------------------------------ 
                                     1990    1991    1992    1993    1994 
                                     ----    ----    ----    ----    ---- 

                                                                          
Total Open.....................        21      24      31      34      35 

Opened during the year.........         4       3       7       4       2 
Closed during the year.........         1       -       -       1       1 
Remodeled during the year......         1       -       1       1       2 

Total Beverage Corporation                                                      

Total Beverage operates retail discount beverage superstores in the   
Washington, D.C. metropolitan area.  The stores carry a wide range of foreign   
and domestic beers and wines as well as non-alcoholic beverages.  The           
Corporation organized Total Beverage Corporation on January 26, 1993 and        
purchased the assets for the first store on February 27, 1993 from Shoppers     
Food for approximately $1,494,000.  In October 1993 Total Beverage opened two   
additional stores and is seeking locations for additional stores.               

Cabot-Morgan Real Estate Company                                                

    CMREC, a wholly-owned subsidiary, was organized under the laws of Delaware
as a real estate development company.  CMREC owns the majority interest in five 
real estate partnerships that own four shopping centers and an office building  
in the Washington, D.C.  metropolitan area.  CMREC owns 75% of two of these     
partnerships (each owning a shopping center) and 51% of the other three         
partnerships (two owning shopping centers and one owning an office building).   
The remaining partnership interests are owned by partnerships in which the      
partners are members of the Haft family.  Combined Properties, Inc., a Haft     
controlled entity, manages the shopping centers and office building for the     
partnerships.  Trak Auto, Crown Books, Shoppers Food and Total Beverage have    
stores in some of these shopping centers.                                       

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Dart Financial Operations                                                       

  Dart Financial is engaged in the business of buying and holding bankers'
acceptances.  Dart Financial acquires institutional size transactions of        
typically $5,000,000.  All of the outstanding bankers' acceptances are          
obligations of Japanese banks with a minimum credit rating of A1/P1 and are     
secured further by the underlying commodities.                                  

   A bankers' acceptance is a short-term instrument drawn on and accepted by
a bank that, by accepting the draft, assumes the obligation to pay the draft at 
maturity.  By purchasing bankers' acceptances, the purchaser assists in         
financing purchases of merchandise by commercial businesses.  Obligations to    
the holders of bankers' acceptances typically are secured by the merchandise    
being purchased.  While there is an active market for bankers' acceptances,     
such market is not regulated by any governmental agency.                        

Fluctuations in market interest rates and the creditworthiness of the 
accepting bank are the major factors which affect the value of a bankers'       
acceptance.  Accordingly, management has established certain criteria for       
buying and holding bankers' acceptances, including limiting purchases to        
acceptances which have maturities of six months or less, limiting purchases to  
acceptances of banks selected from a periodically reviewed list which           
management believes are creditworthy, purchasing acceptances that are "with     
recourse" obligations for which the drawer is contingently liable and           
diversifying purchases among the selected group of banks.                       

It is management's belief that the foregoing criteria provide an      
appropriate basis for financing commercial transactions through the purchase    
and holding of bankers' acceptances and afford an opportunity for reasonable    
profit relative to the risks incurred.                                          

  During the year ended January 31, 1994 Dart Financial purchased bankers'
acceptances at face value of approximately $442,125,000, sold bankers'          
acceptances of approximately $2,000,000 at face value, and held bankers'        
acceptances of approximately $468,250,000 at face value to maturity.  On        
January 31, 1994, Dart Financial held bankers acceptances of approximately      
$62,525,000 at face value compared to $90,650,000 one year ago.                 

Competition                                                                     

The market for the products and services provided by the Corporation's
retail discount specialty operations is highly competitive.  The stores compete 
with retail outlets, including drug stores, supermarkets, department stores,    
hardware stores, variety stores, auto parts stores and book stores.             
Competitors range from small independent stores to large regional and national  
chains, many of which have greater resources than the Corporation and its       
subsidiaries. The stores encounter strong competition with respect to the       
prices at which they sell their products and services.  Many companies are      
engaged in the financial business through dealing in bankers' acceptances and   
many have greater assets than Dart Financial.  Many companies are engaged in    
real estate development and many have greater resources than CMREC.             

Employees                                                                       

On January 31, 1994, the Company and its subsidiaries employed        
approximately 6,580 full time and 4,590 part time persons.  The Company         
considers its relations with employees to be good.                              

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Changes in Management                                                           

 Robert M. Haft's employment as President and Chief Operating Officer of
the Corporation terminated in June 1993.  In August 1993, Ronald S. Haft was    
elected President and Chief Operating Officer of the Corporation.  Robert M.    
Haft's employment as Chief Executive Officer and President of Crown Books       
concluded in November 1992 upon the employment and election of Glenn Hemmerle   
to those two positions.  Robert Haft continued to serve as Chairman of Crown    
Books until June 25, 1993, when he was removed as a director by action of the   
Corporation pursuant to its rights under Delaware corporation law.  Thereafter, 
Herbert H. Haft resumed the position of Chairman of the Board of Crown Books.   

 The Board of Directors of each of the Corporation, Crown Books and Trak
Auto was reconstituted in 1993 to include five new directors, four of whom are  
neither officers or employees of the Company.  Bonita A. Wilson and Douglas M.  
Bregman were elected directors of the Corporation, Crown Books and Trak Auto in 
June 1993.  Ronald S. Haft became President and Chief Operating Officer of the  
Corporation on August 1, 1993 and a director of the Corporation, Crown Books    
and Trak Auto on July 28, 1993.  H. Ridgely Bullock and Larry G. Schafran were  
elected as directors by the respective boards of the Corporation, Crown Books   
and Trak Auto pursuant to each company's bylaws on December 20, 1993.  Robert   
M. Haft and Gloria G. Haft ceased to be directors of the Corporation, Crown     
Books and Trak Auto in June 1993.                                               

These changes have affected the Company's operations in two respects. 
First, current management's review of Crown Books' operations and market        
position concluded that many of the Super Crown stores opened under the         
direction of the former Chairman were not in a competitive format in the the    
current market environment, in which competitors have opened larger stores.     
Current management has moved in a direction towards the conversion of many of   
Crown Books' classic Crown and Super Crown Books stores to larger Super Crown   
Books stores, and the elimination of a number of stores, requiring a            
restructuring charge of $6.2 million and increased capital expenditures over    
the next three to five years.  Second, litigation, principally that initiated   
by Robert Haft, has required management to divert significant time and expense  
to defend against the claims.  See Note 6 to the Consolidated Financial         
Statements.                                                                     

Segment Information                                                             

See Note 16 to the Consolidated Financial Statements.                 

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Item 2.  Properties                                                             

    The Corporation has a lease with a private partnership in which members of
the Haft family own all of the beneficial interests for a headquarters building 
and distribution center of approximately 271,000 square feet in Landover,       
Maryland.  The Corporation has sublet 210,000 square feet of the headquarters   
building and distribution center to Trak Auto and 28,000 square feet to Crown   
Books.  In addition, the Corporation has a lease agreement with the             
aforementioned partnership for land, identified for future Trak Auto expansion, 
adjacent to the headquarters building and distribution center. Trak Auto has    
agreed to bear the annual carrying cost for the land.                           

Trak Auto                                                             

All of Trak Auto's 314 stores are leased.  As of January 31, 1994, the
total minimum payments for Trak Auto's retail stores and equipment under leases 
aggregated approximately $85,555,000 to lease expiration dates.  The lease      
expiration dates (without regard to renewal options) range from 1994 to 2013.   
Twenty-three of these leases, are with entities in which members of the Haft    
family have all or substantially all the beneficial interest, two are with      
CMREC shopping centers and two are subleased from Crown Books.                  

 Trak Auto leases a 176,000 square foot distribution center located in
Bridgeview, Illinois, and a 317,000 square foot distribution center located in  
Ontario, California, from private partnerships in which members of the Haft     
family own all of the beneficial interests.                                     

Crown Books                                                           

 All of Crown Books' 240 stores are leased.  As of January 31, 1994, the
total minimum payments for Crown Books' retail stores and equipment aggregated  
approximately $114,297,000 to the lease expiration dates.  The lease expiration 
dates (without regard to renewal options) range from 1994 to 2009.  Thirteen of 
these leases are with entities in which members of the Haft family have all or  
substantially all the beneficial interest and three are with CMREC shopping     
centers.                                                                        

Shoppers Food                                                         

Shoppers Food leases 34 stores and owns one store.  As of January 31, 
1994, the total minimum payments for Shoppers Food's 34 retail stores and       
equipment under lease aggregated approximately $165,902,000 to the lease        
expiration dates.  The lease expiration dates (without regard to renewal        
options) range from 1994 to 2013.  Seven of these leases are with entities in   
which members of the Haft family have all or substantially all the beneficial   
interest and one is with a CMREC shopping center.                               

 Shoppers Food has a lease agreement with a limited partnership in which
members of the Haft family and the owners of the minority interest in Shoppers  
Food own all of the beneficial interests for approximately 86,000 square feet   
of space in an office building in Lanham, Maryland.   Shoppers Food has sublet  
approximately 25,000 square feet of the office to  unaffiliated third parties.  

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Total Beverage                                                        

Total Beverage's three stores are leased.  As of January 31, 1994, the
total minimum payments for Total Beverage's retail stores under lease           
aggregated approximately $10,947,000 to the lease expiration dates.  The lease  
expiration dates (without regard to renewal options) range from 1994 to 2008.   
One lease agreement is with a partnership in which members of the Haft family   
have all or substantially all the beneficial interest and two are with CMREC    
shopping centers.                                                               

CMREC                                                                 

    As of January 31, 1994, CMREC owned a 75% interest in two shopping centers
located in Greenbelt and Silver Spring, Maryland, a 51% interest in a shopping  
center and office building located in Fairfax, Virginia and 51% interest in a   
shopping center located in Prince William County, Virginia.  The remaining      
interests in these properties are owned by partnerships in which members of the 
Haft family own all the beneficial interests.  At January 31, 1994, the total   
minimum rental revenues for these properties aggregated approximately           
$113,853,000 to the lease expiration dates, which range from 1994 to 2011.      

Warehouse Facility                                                    

  During fiscal 1991, the Corporation, because of its guarantee as part of
the sale of its drug store division in fiscal 1985, reassumed the lease         
obligations for certain warehouse and office facility leases.  The leases, with 
private partnerships in which members of the Haft family own all of the         
beneficial interests, are for 533,800 square feet of warehouse and office       
facility space in Landover, Maryland.  Trak Auto has a sublease agreement for   
6,500 square feet of the facility for a term of one year with nine one year     
option periods and Shoppers Food currently subleases, on a month to month       
basis, approximately 6,000 square feet of the facility.  The Corporation is     
actively marketing the remaining space for lease to unaffiliated parties.       

See Note 4 to the Consolidated Financial Statements for further       
information regarding leases with related parties.                              

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Item 3.   Legal Proceedings                                                     

See Note 6 to the Corporation's Consolidated Financial Statements.    

Item 4.   Submission of Matters to a Vote of Security Holders                   

Inapplicable.                                                         

PART II 

Item 5.    Market for the Registrant's Common Equity and Related Stockholder    
Matters                                                   

The following table shows the high and low sale prices for the common 
stock in the over-the-counter market for the fiscal quarters indicated, as      
reported by NASDAQ.                                                             

Class A Common Stock                                                            

                                                                · Download Table

                                                            Dividends
Quarter Ended               High             Low              Paid   
-------------               ----             ---            ---------

                                                                     
April 30, 1992               78               69             .03 1/3 
July 31, 1992                74               67             .03 1/3 
October 31, 1992             74 1/2           68 1/2         .03 1/3 
January 31, 1993             87               66 1/2         .03 1/3 

April 30, 1993               87               74             .03 1/3 
July 31, 1993                88               76             .03 1/3 
October 31, 1993             88 1/2           77             .03 1/3 
January 31, 1994             88 1/2           79             .03 1/3 

                                                                · Download Table

                                       Approximate Number of Record
Title of Class                       Holders (As of March 31, 1994)
--------------                       ------------------------------

                                                                   
Class A Common Stock $1.00 Par Value             390               

Class B Common Stock $1.00 Par Value               4               

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Item 6.   Selected Financial Data                                               

Income Statement Data:  (in thousands, except per share and sales % data)       

                                                        · Enlarge/Download Table

                                                   Fiscal Year                          
                         -------------------------------------------------------------- 
                             1994        1993         1992         1991         1990    
                         ----------   ----------   ----------   ----------   ---------- 

                                                                                        
Revenues                 $1,376,543   $1,272,677   $1,195,148   $1,083,583   $  943,050 
Unusual items                 -            3,894        -            1,829        -     
Income  (loss) before                                                                   
  minority interests           (225)      11,652       18,113       18,623       20,876 
Minority interests                                                                      
  (1), (2), (3) and                                                                     
  (4)                        (6,512)      (8,143)     (11,802)     (10,473)      (8,976)
Income before extra-                                                                    
  ordinary items and                                                                    
  cumulative effect of                                                                  
  accounting change           -            3,509        6,311        8,150       11,900 
Extraordinary items:                                                                    
  Repurchase of                                                                         
    debentures (5)            -             (885)      (1,589)         104         (223)
Cumulative effect of                                                                    
  change in accounting                                                                  
  principle (6)               -            1,135        -            -            -     
                         ----------   ----------   ----------   ----------   ---------- 
Net Income (loss)        $   (6,737)  $    3,759   $    4,722   $    8,254   $   11,677 
                         ==========   ==========   ==========   ==========   ========== 

Earnings per share:                                                                     
Income (loss) before                                                                    
  extraordinary items                                                                   
  and cumulative effect                                                                 
  of accounting                                                                         
  change                 $    (4.10)  $     1.91   $     3.46   $     4.36 $       6.27 
Extraordinary items:                                                                    
  Repurchase of                                                                         
    debentures                -             (.48)        (.87)         .06         (.12)
Cumulative effect of                                                                    
  change in accounting                                                                  
  principle                   -              .62        -            -            -     
                         ----------   ----------   ----------   ----------   ---------- 
Net Income (loss)        $    (4.10)  $     2.05   $     2.59   $     4.42   $     6.15 
                         ==========   ==========   ==========   ==========   ========== 

Cash dividends                                                                          
  declared per                                                                          
  share of Class A                                                                      
  common stock           $     0.13   $     0.13   $     0.13   $     0.13   $     0.13 
                         ==========   ==========   ==========   ==========   ========== 

                                                                · Download Table

Balance Sheet Data:                          (in thousands)                        
-------------------                                                                
                                               Fiscal Year                         
                     --------------------------------------------------------------
                        1994         1993         1992         1991         1990   
                     ----------   ----------   ----------   ----------   ----------

                                                                                   
Working capital      $  281,242   $  267,801   $  260,374   $  369,061   $  363,595
Total assets (4)        802,898      722,379      696,395      704,080      658,274
Long-term                                                                          
  obligations                                                                      
  (4) and (5)           151,818      120,231       92,096      178,310      180,061
Stockholders'                                                                      
  Equity                274,307      279,239      276,476      271,896      263,528

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Item 6.   Selected Financial Data (Continued)                                   

(1)       The Corporation owns 65% of the common stock of Trak Auto.            

(2)       The Corporation owns 51% of the common stock of Crown Books.          

(3)       The Corporation owns in excess of 50% of the common stock of Shoppers 
Food.                                                       

(4)       On December 31, 1989, partnerships in which CMREC holds a 75%         
      interest purchased two shopping centers.  The operating results of
       these partnerships are reported from January 1, 1990.  On March 12,
       1991 CMREC acquired a 51% interest in two partnerships that own the
        Greenbriar Town Center.  The operating results of these partnerships
        are reported from March 12, 1991.  In January 1993, CMREC acquired a
51% interest in a partnership that owns Bull Run Plaza.  The
      operating results of this partnership are reported from January 1,
1993.                                                       

(5)       See Note 14 to the Consolidated Financial Statements.                 

(6)       The 1993 cumulative effect of a change in accounting principles was   
        the result of Trak Auto's adopting Statement of Financial Accounting
Standard No. 109, Accounting for Income Taxes.              

Note:   See Item 7.  Management's Discussion and Analysis of Financial          
Condition and Results of Operations.  

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Item 7.   Management's Discussion and Analysis of Financial Condition and       
Results of Operations                                       

LIQUIDITY AND CAPITAL RESOURCES                                                 

Cash, including short-term instruments, U.S. government and other     
marketable debt securities and bankers' acceptances, is the Company's primary   
source of liquidity.  Cash, including short-term instruments, U.S. government   
and other marketable debt securities and bankers' acceptances, increased by     
$10,300,000 to $287,377,000 at January 31, 1994 from $277,077,000 at January    
31, 1993.  This increase was primarily due to funds provided by operations,     
proceeds from a mortgage obtained by CMREC for Bull Run Plaza, stock option     
exercises, a stock option purchase and funds received from Trak Auto's          
insurance carrier as a result of the 1993 civil disturbances in Los Angeles.    
The increase was offset by capital expenditures for superstore expansion by     
Trak Auto and Crown Books, the acquisition of, and subsequent capital           
expenditures for Total Beverage, and cash paid by CMREC for construction and    
renovation of Bull Run Plaza.                                                   

  For the year ended January 31, 1994, the Company realized a pretax yield
of approximately 3.2% on the bankers' acceptances, and 3.2% on United States    
Treasury Bills, and realized an annualized total return of approximately 5.4%   
on marketable debt securities.                                                  

   Operating activities provided $38,402,000 in funds to the Company for the
year ended January 31, 1994, compared to $25,223,000 for the same period one    
year ago.  The increase is primarily a result of the timing of payments for     
merchandise inventory and other accrued liabilities which had the effect of     
extending payments to after January 31, 1994 and to a decrease in income tax    
payments as a result of lower taxable income.                                   

 Investing activities used $71,327,000 of the Company's funds during the
year ended January 31, 1994, compared to using $11,212,000 of such funds        
for the same period one year ago.  The primary use of funds was the conversion  
of Trak Auto and Crown Books United States Treasury Bills to marketable debt    
securities.  Capital expenditures increased $7,644,000 over the prior year as a 
result of continuing Trak Auto's and Crown Books' expansion to Super Trak and   
Super Crown formats, respectively, and Total Beverage store openings.  In       
addition, Crown Books completed the purchase and installation of point-of-sale  
equipment in all stores.                                                        

  Financing activities provided $18,797,000 to the Company during the year
ended January 31, 1994, compared to $3,699,000 one year ago.  The primary       
source of these funds in both years was borrowings secured by real estate       
mortgages (as discussed below), which were partially offset in fiscal 1993 by   
the repurchase of the Corporation's remaining outstanding debentures.           

    The Corporation, together with Crown Books and Trak Auto, has a $6,000,000
revolving credit facility agreement.  As of January 31, 1994 there has been no  
borrowing under this credit agreement (see Note 7 to the Consolidated Financial 
Statements).                                                                    

During fiscal 1994, CMREC (through the Bull Run Plaza partnership)    
obtained a $9,750,000 mortgage which was used to repay the Corporation the      
bridge loan it advanced to that partnership for the purchase of its shopping    
center and the Briggs Chaney partnership refinanced two mortgages at Briggs     
Chaney Shopping Center into one $16,000,000 mortgage bearing interest at 8.5%   

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Item 7.   Management's Discussion and Analysis of Financial Condition and       
Results of Operations                                       

for a term of ten years, secured by the land and building at that shopping      
center.  During fiscal 1993, CMREC (through the Greenbriar Retail partnership)  
obtained a $38,000,000 mortgage, which may be increased to $40,600,000 upon     
meeting additional lease criteria.                                              

   At January 31, 1994, Crown Books had eleven signed leases for Super Crown
stores, Trak Auto had eleven signed leases for new stores and 13 signed         
agreements for additional space in existing stores for Super Trak stores,       
Shoppers Food had two signed leases for new stores and CMREC's Bull Run Plaza   
is undergoing renovation and expansion.                                         

The Company anticipates that funds necessary to fund these capital    
expenditures, as well as purchase inventory for new stores, meet the Company's  
long-term lease obligations, and pay current liabilities, will come from        
operations, existing current assets and, if necessary, the aforementioned       
credit agreement.                                                               

The liquid assets maintained by the Company are intended to fund the  
expansion of the Company's retail business through opening stores in new        
markets, converting selected existing stores to superstores, and opening        
additional stores in existing markets.                                          

At January 31, 1994:                                                            

 Working capital increased by $13,441,000 to $281,242,000 at January 31,
1994 from $267,801,000 at January 31, 1993.  The increase was primarily due to  
an increase in cash (see discussion of cash above).  Increased inventory levels 
were offset by increased accounts payable, trade.                               

At January 31, 1993:                                                            

Working capital increased by $7,427,000 to $267,801,000 at January 31,
1993 from $260,374,000 at January 31, 1992.  The increase was primarily due to  
funds received from the Greenbriar mortgage, current operating results,         
increased inventory for new Super Trak and Super Crown stores which was more    
than increased accounts payable as a result of the timing of inventory          
purchases, and the timing of payments for other current liabilities.  The       
increase was partially offset by the redemption of the outstanding debentures,  
additional investment in real estate partnerships by CMREC and increased        
capital expenditures.                                                           

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Item 7.   Management's Discussion and Analysis of Financial Condition and       
Results of Operations (continued)                           

RESULTS OF OPERATIONS                                                           
Year Ended January 31, 1994 Compared to the Year Ended January 31, 1993     

Trak Auto                                                                       
    Sales of $334,798,000 in fiscal 1994 increased by $19,005,000 or 6.0% from
the prior fiscal year primarily due to increased sales for stores converted     
from classic to Super Trak stores.  Sales for stores open more than one year    
increased 1.3% for the year ended January 29, 1994.  Super Trak sales increased 
to $78,054,000 from $6,775,000 one year ago and comparable Super Trak sales     
decreased 4.0%.  Classic Trak Auto store sales decreased to $256,744,000 from   
$309,018,000 as a result of converting over 50 classic stores to Super Traks.   
Comparable sales for classic Trak Auto stores increased 1.4%.  Sales for Super  
Trak stores represented 23.3% and 2.1% of total sales for the year ended        
January 29, 1994 and January 30, 1993, respectively.                            

 During the year ended January 29, 1994, Trak Auto opened ten Super Trak
stores, converted 52 classic stores to Super Traks and opened one classic Trak  
store while closing one Super Trak (temporarily due to the January 1994 Los     
Angeles earthquake), and 13 classic Trak stores.  Super Trak stores have        
generated increased sales at converted locations as well as increased gross     
margin as a result of the change in product mix (increased hard parts).  Trak   
Auto believes that by leasing larger stores it can obtain more favorable lease  
rates and that as the stores mature, operating expenses as a percentage of      
sales will decrease.  The increased sales and margins together with the         
knowledge acquired during the current year to control operating expenses are    
expected to have a positive impact on future operating results.                 

Interest and other income decreased by $197,000 during the year ended 
January 29, 1994 compared to the year ended January 30, 1993. The decrease was  
primarily due to decreased sublease income as a result of the expiration of the 
primary lease and was partially offset by an increase in interest income as a   
result of increased average balance on funds available for short-term           
investment.                                                                     

    Cost of sales, store occupancy and warehousing expenses as a percentage of
sales increased to 76.4% for the year ended January 29, 1994, compared to 73.9% 
for the year ended January 30, 1993.  This increase was primarily the result of 
decreased margins as a result of Trak Auto's marketing strategy of reducing     
prices to meet increased competition and increased advertising costs resulting  
from utilizing alternative advertising media.                                   

   Selling and administrative expenses, as a percentage of sales, were 21.2%
of sales for the year ended January 29, 1994 compared to 20.9% for the year     
ended January 30, 1993.  The increase was primarily due to increased payroll    
costs associated with opening and operating Super Trak stores.  The increase    
was partially offset by favorable settlement of future lease obligations of     
$943,000 for stores closed in prior years and by decreased insurance costs as a 
result of Trak Auto's safety programs, which have reduced workers compensation  
claims.                                                                         

  Depreciation and amortization increased $727,000 when compared to fiscal
1993.  The increase was due primarily to the increase in fixed assets resulting 
from conversions to Super Trak.                                                 

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Item 7.   Management's Discussion and Analysis of Financial Condition and       
Results of Operations (continued)                           

Year Ended January 31, 1994 Compared to the Year Ended January 31, 1993     
(Continued)                                                             

Interest expense increased $40,000 for the year ended January 29, 1994
compared to the year ended January 30, 1993 due to amounts owed under capital   
lease obligations.                                                              

  During the year ended January 29, 1994, Trak Auto recorded a tax benefit
of $545,000 as a result of its current book net operating loss and the effect   
of certain permanent book/tax differences.                                      

Crown Books                                                                     

Sales of $275,125,000 for the year ended January 29, 1994 increased by
$34,443,000 or 14.3% compared to the year ended January 30, 1993.  Sales for    
stores open more than one year decreased 0.6% for the year ended January 29,    
1994.  Sales for Super Crown Books stores represented 39.8% and 21.0% of total  
sales for the twelve months ended January 29, 1994 and January 30, 1993,        
respectively.  Super Crown Books stores sales of $109,637,000 increased 116.7%  
over the prior year and sales for comparable Super Crown Book stores increased  
1.2%.   Classic Crown Books stores sales of $164,886,000 decreased 13.3% over   
the prior year and sales for comparable classic Crown Books stores decreased    
1.0%.   As a result of the adoption of a 52/53 week fiscal year in December of  
1992, fiscal 1994 has one less day than fiscal 1993.  If prior year sales are   
adjusted to reflect the 52/53 week fiscal year, total sales increased 14.5% for 
the year ended January 29, 1994 and comparable sales decreased 0.3%.            

During the twelve months ended January 29, 1994, Crown Books opened 37
Super Crown Books stores, five expanded classic Crown Books stores and one      
store that primarily sells remainders, while closing 45 classic Crown Books     
stores and four Super Crown Books stores.  At January 29, 1994, Crown Books had 
a total of 240 stores and subsequent to that date, opened five Super Crown      
Books stores and closed eight classic Crown Books stores.                       

   Interest and other income increased by $58,000 when compared to the prior
fiscal year.  The increase was primarily due to increased income from magazine  
distributors for displays in new stores.  Interest income decreased $193,000 as 
a result of decreased funds available for short term investment.                

  Cost of sales, store occupancy, and warehousing as a percentage of sales
was 80.4% for the year ended January 29, 1994 compared to 78.5% the prior       
fiscal year.  The increase was primarily due to a decrease in store margins, as 
a result of a less favorable sales mix, increased purchasing from wholesalers   
at a higher cost and the impact of closed store liquidation sales, and to an    
increase in store occupancy costs for Super Crown Books stores.                 

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Item 7.   Management's Discussion and Analysis of Financial Condition and       
Results of Operations (continued)                           

Year Ended January 31, 1994 Compared to the Year Ended January 31, 1993     
(Continued)                                                             

 Selling and administrative expenses as a percentage of sales were 17.1%
for the year ended January 29, 1994 compared to 16.0% for the same period one   
year ago.  The increase was due primarily to increased payroll costs at both    
the store and administrative levels, largely the result of expansion of Super   
Crown Books stores, and to increased legal fees (see Note 6 to the Consolidated 
Financial Statements) including the accrual of future estimated legal costs to  
be incurred in relation to certain litigation.  The increases were partially    
offset by decreased insurance costs as a result of Crown Books' efforts to      
reduce workers compensation cost.                                               

    Depreciation and amortization expense increased by $1,568,000 for the year
ended January 29, 1994 when compared to the prior fiscal year. This increase    
was primarily due to the acquisition and installation of a point-of-sale system 
in all stores and to the purchase of fixed assets for new Super Crown Books     
stores.                                                                         

 Interest expense decreased by $68,000 in fiscal 1994 compared to fiscal
1993 due to the reduction of amounts owed under capital lease obligations.      

During the year ended January 29, 1994, Crown Books recorded a        
restructuring charge of $6,200,000 before income taxes.  The charge includes    
the anticipated costs associated with closing, relocating, expanding and        
converting smaller existing Super Crown Books to a new larger prototype store.  
This charge reflects the cost of implementing a decision of current management  
to close smaller Super Crown Books stores opened over the past three years      
which have proved to be too small to compete effectively.  These costs are      
primarily unrecoverable lease obligations and the remaining book value of       
leasehold improvements.                                                         

   Crown Books recorded a $276,000 tax benefit during the year ended January
29, 1994.                                                                       

Shoppers Food                                                                   

  Shoppers Food sales increased $30,177,000 or 4.4% to $718,144,000 during
the twelve months ended January 31, 1994 when compared to the same period in    
the prior year.  The increase is primarily due to the opening of two new stores 
during 1994.  Sales on a comparable basis decreased 3.8% largely due to new     
stores opening near existing stores.                                            

 Interest and other income increased $1,022,000 during the twelve months
ended January 31, 1994 as a result of increased funds available for short-term  
investment.                                                                     

   Cost of sales, store occupancy and warehousing, as a percentage of sales,
decreased to 82.1% during the twelve months ended January 31, 1994 compared to  
83.8% for the same period last year.  The decrease is primarily due to          
increased margins as a result of a lessening of competitive pricing pressure in 
the Washington, D.C. grocery market.                                            

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Item 7.   Management's Discussion and Analysis of Financial Condition and       
Results of Operations (continued)                           

Year Ended January 31, 1994 Compared to the Year Ended January 31, 1993     
(Continued)                                                             

  Selling and administrative expenses, as a percentage of sales, increased
to 14.0% from 12.9% during the twelve months ended January 31, 1994.  The       
increase resulted primarily from increased payroll and insurance costs and from 
a $1,000,000 charge for a closed store reserve.                                 

   Depreciation and amortization decreased $599,000 during the twelve months
ended January 31, 1994 when compared to the same period last year.  The         
decrease is primarily the result of an increase in fixed assets last year and   
Shoppers Food recording a full year depreciation at that time.                  

   Shoppers Foods' effective income tax was 39.2% for the year ended January
31, 1994 compared to 39.0% in the prior year.                                   

Total Beverage                                                                  

  Total Beverage purchased the assets of a discount beverage superstore in
February 1993 and opened two additional stores in October 1993.  During the     
year ended January 31, 1994, Total Beverage sales were $15,273,000 and Total    
Beverage recorded a net operating loss of $5,512,000 which included legal       
expenses of approximately $3,800,000 (see Note 6 to the Consolidated Financial  
Statements).                                                                    

Cabot-Morgan Real Estate                                                        

 Revenues from real estate properties increased by $5,005,000 during the
year ended January 31, 1994 when compared to the same period in the prior year. 
The increase is the result of the acquisition of Bull Run Plaza in January 1993 
and Greenbriar Town Center's increased occupancy for the whole year.            

 During the twelve months ended January 31, 1993, Greenbriar Town Center
completed renovation and expansion and the center became fully operational.  As 
a result, and combined with the acquisition of Bull Run Plaza, CMREC's          
administrative expenses increased to $6,107,000 from $3,957,000 and             
depreciation expense increased to $4,338,000 from $3,190,000 during the twelve  
months ended January 31, 1994.                                                  

  Interest expense increased by $2,774,000 to $7,683,000 during the twelve
months ended January 31, 1994, primarily due to the full year impact of the     
mortgage for Greenbriar Town Center and to the mortgage at Bull Run Plaza.      

    CMREC is included in the Corporation's federal income tax return but files
separate state returns.  Accordingly, CMREC has recorded a $16,000 tax          
provision.                                                                      

Dart Financial and Other Corporate                                              

   Income from bankers' acceptances decreased $871,000 during the year ended
January 31, 1994 when compared to the same period in the prior year.  The       
decrease is due to a decrease in the bankers' acceptances portfolio as a result 
of funds used for the redemption of the Corporation's debentures in             

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Item 7.   Management's Discussion and Analysis of Financial Condition and       
Results of Operations (continued)                           

Year Ended January 31, 1994 Compared to the Year Ended January 31, 1993     
(Continued)                                                             

July 1992 and to the Corporation converting bankers' acceptances to higher      
yielding instruments in fiscal 1994.                                            

    Interest and other income increased $270,000 during the year ended January
31, 1994 when compared to the same period in the prior year.  In its efforts to 
maximize total interest income, the Corporation has invested funds where it     
believes they will generate the highest return consistent with minimizing       
principal risk.  Accordingly, the Corporation transferred bankers' acceptances  
to marketable debt securities.                                                  

 Administrative expenses for the Corporation increased $2,777,000 during
the year ended January 31, 1994, due primarily to increased payroll and legal   
costs (see Note 6 to the Consolidated Financial Statements).                    

 Interest expense for the Corporation decreased by $1,787,000 during the
year ended January 31, 1994 when compared to the same period in the prior year. 
The decrease is the result of the Corporation's redemption of the remaining     
debentures in July 1992.                                                        

    Trak Auto, Crown Books and Shoppers Food file separate income tax returns.
CMREC, Total Beverage and Dart Financial are included in the Corporation's      
income tax returns.  The Corporation's current net operating loss was not tax   
benefitted as a result of the complete utilization of all available carrybacks. 

    As a result of the Corporation's operating loss for the year ended January
31, 1994, a net tax operating loss carryforward of $7,090,000 was created.      
The Corporation's cumulative total net tax operating loss carryforward is       
$8,643,000.  All net operating loss carryforwards will expire by fiscal 2009.   
In addition, the Corporation has an Alternative Minimum Tax ("AMT") credit      
carryforward of approximately $1,010,000.                                       

Year Ended January 31, 1993 Compared to the Year Ended January 31, 1992     

Trak Auto                                                                       

   Sales of $315,793,000 in fiscal 1993 decreased by $3,842,000 or 1.2% from
the prior fiscal year primarily due to the closure of 11 underperforming stores 
in San Diego during the second quarter as well as the continuing impact of the  
stores destroyed or damaged during the civil disturbances in Los Angeles during 
the first quarter.  Trak Auto's decision to close the San Diego stores was      
largely due to those stores inability to generate the sales volume necessary to 
meet expenses.  In Los Angeles, the six stores that remain closed and the nine  
stores that subsequently reopened contributed to the decrease in sales.  These  
decreases were partially offset by three new Super Trak stores and increased    
sales at nine stores converted to Super Trak stores and a 2.6% increase in      
sales for stores open more than one year.                                       

Interest and other income increased by $614,000 during the year ended 
January 31, 1993 compared to the twelve months ended January 31, 1992.  The     
increase was due to increased interest income as a result of increased funds    

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Item 7.   Management's Discussion and Analysis of Financial Condition and       
Results of Operations (continued)                           

Year Ended January 31, 1993 Compared to the Year Ended January 31, 1992     
(Continued)                                                             

available for short-term investments, partially offset by lower interest rates, 
and to increased rental income from subleases.                                  

    Cost of sales, store occupancy and warehousing expenses as a percentage of
sales decreased to 73.9% for the year ended January 31, 1993, compared to 76.0% 
for the year ended January 31, 1992.  This decrease was primarily the result of 
strong margins throughout 1993 compared to 1992 when first quarter margins were 
low due to competitive market pressures, and was partially offset by a small    
increase in store occupancy costs.  Margins for stores open less than one year  
did not vary significantly from stores open more than one year.                 

    Selling and administrative expenses were 20.9% of sales for the year ended
January 31, 1993 compared to 20.3% for the year ended January 31, 1992.  The    
increase was primarily due to increased payroll costs, largely a result of      
costs associated with the opening of Super Trak stores, and increased insurance 
costs associated with Trak Auto's casualty program covering general             
liability, auto liability and workers compensation and increased health         
insurance costs.                                                                

  Depreciation and amortization decreased $459,000 when compared to fiscal
1992.  The decrease was due primarily to the write-off of fixed assets as a     
result of utilization of net operating loss carryforwards, of negative goodwill 
amortization and to last year's retroactive adjustment to the useful lives of   
certain leasehold improvements.                                                 

Interest expense decreased $28,000 for the year ended January 31, 1993
compared to the year ended January 31, 1992 due to the reduction of amounts     
owed under capital lease obligations.                                           

During the year ended January 30, 1993, Trak Auto recorded a one-time 
restructuring charge of $7,400,000, before income taxes.  The charge includes   
the anticipated costs associated with store closing, relocating, expanding and  
converting to the new Super Trak concept.  These costs are primarily            
unrecoverable lease obligations.                                                

As a result of the stores destroyed or damaged in the Los Angeles     
disturbances discussed above, Trak Auto had received payments from insurance    
carriers of approximately $6,400,000 and recorded a receivable for an           
additional $3,500,000 which represent settlement of Trak Auto's insurance       
claims.  The payments and receivable, less related expenses and the cost of the 
related inventory and fixed assets lost, have been recorded as a gain,          
classified as an unusual item during the year ended January 30, 1993.           

The effective income tax rate was 32.5% for the year ended January 30,
1993 compared to 31.4% in the prior year.  Trak Auto's effective income tax     
rate was less than the statutory rates as a result of differences in            
depreciation between the book and tax basis of the assets acquired from Trak    
Auto West, Inc. ("Trak West").                                                  

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Item 7.   Management's Discussion and Analysis of Financial Condition and       
Results of Operations (continued)                           

Year Ended January 31, 1993 Compared to the Year Ended January 31, 1992     
(Continued)                                                             

    Trak Auto adopted Statement of Financial Accounting Standards ("SFAS") No.
109, Accounting for Income Taxes, effective February 1, 1992.  At that time,    
the Company had existing unrecoverable tax benefits of net operating loss       
carryforwards of approximately $6,500,000 representing both preacquisition      
losses of Trak West and its own operating losses in 1991.  In conjunction with  
the adoption of the standard, Trak Auto recorded $1,658,000 as the cumulative   
effect of recognizing that portion of the previously unrecognized tax benefits  
that it concluded would more likely than not be recognized and established a    
valuation reserve of $728,000.                                                  

Crown Books                                                                     

Sales of $240,682,000 for the year ended January 31, 1993 increased by
$8,198,000 or 3.5% compared to the year ended January 31, 1992.  Sales for      
stores open more than one year increased 2.6% for the year ended January 31,    
1993.  Sales for Super Crown Books stores represented 21.1% and 11.1% of total  
sales for the twelve months ended January 31, 1993 and 1992, respectively.      
Super Crown Books stores sales of $50,756,000 increased 96.7% over the prior    
year and sales for comparable Super Crown Books stores increased 3.4%.          

During the twelve months ended January 30, 1993, Crown Books opened 13
Super Crown Books stores and closed 19 classic Crown Books stores.  In          
addition, in September 1992, one classic Crown Books store was completely       
destroyed in a fire.  Crown Books recorded a partial insurance claim receivable 
of approximately $260,000 which consisted of the net book value of destroyed    
fixed assets and inventory, at cost and as such, no gain or loss has been       
recognized.  At January 31, 1993, Crown Books had received a partial settlement 
of $250,000 from its insurance carrier.  At January 31, 1993, Crown Books had a 
total of 247 stores.                                                            

Interest and other income decreased by $1,032,000 when compared to the
prior fiscal year.  The decrease, due to continuing lower interest rates, was   
partially offset by increased funds available for short-term investment for     
most of the year.                                                               

  Cost of sales, store occupancy, and warehousing as a percentage of sales
was 78.5% for the year ended January 31, 1993 compared to 78.1% the prior       
fiscal year.  The increase was primarily due to greater store occupancy costs   
for Super Crown Books stores, as a percentage of sales, and was partially       
offset by increased margin as a result of the increasing contribution of Super  
Crown Books stores margins due to Super Crown Books stores' more favorable      
sales mix.                                                                      

 Selling and administrative expenses as a percentage of sales were 16.0%
for the year ended January 31, 1993 compared to 15.3% for the same period one   
year before.  The increase was due primarily to payroll increases greater than  
sales and to increased administrative payroll largely the result of opening     
Super Crown Books stores.  Mature Super Crown Books stores payroll costs are    
lower than classic Crown Books stores, as a percentage of sales.                

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Item 7.   Management's Discussion and Analysis of Financial Condition and       
Results of Operations (continued)                           

Year Ended January 31, 1993 Compared to the Year Ended January 31, 1992     
(Continued)                                                             

  Depreciation and amortization expense increased by $238,000 for the year
ended January 31, 1993 when compared to the prior fiscal year.  This increase   
was primarily due to additional fixed assets in new and remodeled stores,       
primarily Super Crown Books stores.                                             

 Interest expense decreased by $79,000 in fiscal 1993 compared to fiscal
1992 due to the reduction of amounts owed under capital lease obligations.      

During the year ended January 31, 1993, Crown Books recorded a        
restructuring charge of $6,600,000 before income taxes.  The charge includes    
the anticipated costs associated with store closings, relocating, expanding and 
converting to the Super Crown Books concept.  These costs are primarily         
unrecoverable lease obligations and the remaining book value of leasehold       
improvements.                                                                   

The effective income tax rate was 37.9% for the year ended January 31,
1993 compared to 38.0% for the year ended January 31, 1992.                     

  Crown Books adopted SFAS No. 109, Accounting for Income Taxes, effective
February 1, 1992.  Implementation of the standard had no significant effect on  
the financial statements.                                                       

Shoppers Food                                                                   

   Shoppers Food sales increased $77,910,000 or 12.8% to $687,967,000 during
the twelve months ended January 31, 1993 when compared to the same period in    
the prior year.  The increase is primarily due to the opening of four new       
stores and was partially offset by the closing of one underperforming store.    
Sales on a comparable basis decreased 6.6%, largely due to the new stores       
opening near existing stores.                                                   

   Cost of sales, store occupancy and warehousing, as a percentage of sales,
increased to 83.8% during the twelve months ended January 31, 1993 compared to  
82.7% for the same period last year.  The increase is primarily due to          
decreased margins resulting from competitive pressures in its market.           

  Selling and administrative expenses, as a percentage of sales, decreased
to 12.9% from 13.1% during the twelve months ended January 31, 1993.  The       
decrease, as a percentage of sales resulted from cost controls implemented      
during the year.                                                                

Depreciation and amortization increased $3,107,000 during the twelve  
months ended January 31, 1993 when compared to the same period last year.  The  
increase is primarily the result of additional fixed assets in new stores.      

   Shoppers Foods' effective income tax was 39.0% for the year ended January
31, 1993 compared to 38.1% in the prior year.                                   

   Shoppers implemented SFAS No. 109, Accounting for Income Taxes, effective
February 1, 1992.  Adoption of the new statement did not have a material effect 
on financial statements.                                                        

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Item 7.   Management's Discussion and Analysis of Financial Condition and       
Results of Operations (continued)                           

Year Ended January 31, 1993 Compared to the Year Ended January 31, 1992     
(Continued)                                                             

Cabot-Morgan Real Estate                                                        

 Revenues from real estate properties increased by $4,471,000 during the
year ended January 31, 1993 when compared to the same period in the prior year. 
The increase is the result of the acquisition of Greenbriar Town Center in      
March 1991 and that center's increased occupancy, increased rental income at    
Greenway Center, as well as the acquisition of Bull Run Plaza in January 1993.  

 During the twelve months ended January 31, 1993, Greenbriar Town Center
completed renovation and expansion and the center became fully operational. As  
a result, CMREC's administrative expenses increased to $3,957,000 from          
$3,352,000 and depreciation expense increased to $3,190,000 from $2,688,000     
during the twelve months ended January 31, 1993.                                

  Interest expense increased by $1,336,000 to $4,909,000 during the twelve
months ended January 31, 1993 primarily due to the $38,000,000 mortgage         
obtained by Greenbriar (see Note 8 to the Consolidated Financial Statements).   

    CMREC is included in the Corporation's federal income tax return but files
separate state returns.  Accordingly, CMREC has recorded a $71,000 tax          
provision.                                                                      

Dart Financial and Other Corporate                                              

Income from bankers' acceptances decreased $7,026,000 during the year 
ended January 31, 1993 when compared to the same period in the prior year.  The 
decrease is due to continued lower interest rates and to a decrease in the size 
of the bankers' acceptances portfolio, largely the result of funds used for the 
redemption of the Corporation's outstanding debentures.                         

Interest and other income decreased $2,011,000 during the year ended  
January 31, 1993 when compared to the same period in the prior year.  The       
decrease was primarily due to continuing lower interest rates.                  

   Administrative expenses for the Corporation increased $248,000 during the
year ended January 31, 1993, due primarily to the result of higher payroll and  
insurance expenses.                                                             

 Interest expense decreased by $12,258,000 during the year ended January
31, 1993 when compared to the same period in the prior year.  The decrease is   
the result of the Corporation's repurchase or redemption of $75,000,000 in face 
amount of its outstanding debentures in fiscal 1992 and the redemption of the   
remaining debentures in July of the current fiscal year.                        

 During the year ended January 31, 1993, the Corporation redeemed all of
its outstanding debentures, face amount of $29,120,000, resulting in a loss     
classified as an extraordinary item of $885,000.                                

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Item 7.   Management's Discussion and Analysis of Financial Condition and       
Results of Operations (continued)                           

Year Ended January 31, 1993 Compared to the Year Ended January 31, 1992     
(Continued)                                                             

    Trak Auto, Crown Books and Shoppers Food file separate income tax returns.
CMREC and Dart Financial are included in the Corporation's income tax returns.  
The Corporation's current net operating loss was not tax benefitted.            

    As a result of the Corporation's operating loss for the year ended January
31, 1993, a net tax operating loss carryforward of $4,305,000 was created.      
This net operating loss carryforward expires in fiscal 2008.  In addition, the  
Corporation had an AMT credit carryforward of approximately $622,000.           

The Corporation adopted SFAS No. 109, Accounting for Income Taxes,    
effective February 1, 1992.  Implementation of the standard had no significant  
impact on the financial statements.                                             

EFFECT OF NEW FINANCIAL ACCOUNTING STANDARDS                                    

  The Company is required to adopt SFAS No. 112, Employer's Accounting for
Postretirement Benefits, no later than fiscal year ending January 31, 1995.     
The Company does not expect that implementing the standard will have a          
significant impact on the financial statements.                                 

The Company is required to adopt SFAS No. 115, Accounting for Certain 
Investments in Debt and Equity Securities, in fiscal 1995.  The Company does    
not expect that implementing the standard will have a material effect on the    
financial statements.                                                           

SEASONALITY                                                                     

    Crown Books' sales, net income and increase in working capital for quarter
ended January 31 have historically been substantially higher than for any of    
the previous three quarters. Crown Books inventory and payables have            
historically been higher at the end of the third quarter than for any other     
quarter for the year.  The fourth quarter results of operations have            
historically been sufficient to satisfy to a substantial degree the third       
quarter accounts payable requirements.  Management does not believe the         
Corporation's other partially or wholly-owned businesses are affected by        
seasonality to any material extent.                                             

EFFECTS OF INFLATION                                                            

Inflation in the past three years has had no significant impact on the
Corporation's business.  The Corporation believes that Trak Auto, Crown Books,  
Shoppers Food and Total Beverage will recover most cost increases due to        
inflation with increasing selling prices.                                       

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Item 8.   Financial Statements and Supplementary Date                           

                                                                · Download Table

                                                                 Page No.
                                                                 --------

                                                                         
Report of Independent Public Accountants                           28    

Consolidated Balance Sheets                                              
    January 31, 1994 and 1993                                     29-30  

Consolidated Statements of Income                                        
    Years ended January 31, 1994, 1993 and 1992                   31-32  

Consolidated Statements of Stockholders' Equity                          
    Years ended January 31, 1994, 1993 and 1992                    33    

Consolidated Statements of Cash Flows                                    
    Years ended January 31, 1994, 1993 and 1992                   34-37  

Notes to Consolidated Financial Statements                        38-69  

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REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS

TO DART GROUP CORPORATION:                                                      

    We have audited the accompanying consolidated balance sheets of Dart Group
Corporation (a Delaware corporation) and subsidiaries as of January 31, 1994    
and 1993 and the related consolidated statements of income, stockholders'       
equity and cash flows for each of the three years in the period ended January   
31, 1994.  These financial statements are the responsibility of the             
Corporation's management.  Our responsibility is to express an opinion on these 
financial statements based on our audits.                                       

We conducted our audits in accordance with generally accepted auditing
standards.  Those standards require that we plan and perform the audit to       
obtain reasonable assurance about whether the financial statements are free of  
material misstatement.  An audit includes examining, on a test basis, evidence  
supporting the amounts and disclosures in the financial statements.  An audit   
also includes assessing the accounting principles used and significant          
estimates made by management, as well as evaluating the overall financial       
statement presentation.  We believe that our audits provide a reasonable basis  
for our opinion.                                                                

    In our opinion, the financial statements referred to above present fairly,
in all material respects, the financial position of Dart Group Corporation and  
subsidiaries as of January 31, 1994 and 1993, and the results of their          
operations and their cash flows for each of the three fiscal years in the       
period ended January 31, 1994 in conformity with generally accepted accounting  
principles.                                                                     

    As discussed in Note 1 to the Consolidated Financial Statements, effective
February 1, 1992, the Company changed its method of accounting for income       
taxes.                                                                          

                                     ARTHUR ANDERSEN & CO.

Washington, D. C.,                                                              
April 27, 1994.                                                                 

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DART GROUP CORPORATION AND SUBSIDIARIES 

CONSOLIDATED BALANCE SHEETS 

ASSETS

                                                                · Download Table

                                                        January 31,       
                                                --------------------------
                                                    1994          1993    
                                                ------------  ------------
                                                                          
Current Assets:                                                           
  Cash                                          $ 17,955,000  $ 14,084,000
  Short-term instruments, including                                       
    $133,315,000 and $156,277,000 held                                    
    by majority owned subsidiaries                                        
    in 1994 and 1993, respectively               138,278,000   172,624,000
  Marketable debt securities                      68,837,000         -    
  Bankers' acceptances                            62,307,000    90,369,000
  Accounts receivable, trade                      15,351,000    11,156,000
  Accounts receivable, other                       1,044,000     3,652,000
  Merchandise inventories                        203,036,000   161,794,000
  Deferred income tax benefit                      6,522,000     3,247,000
  Other current assets                             4,048,000     3,117,000
                                                ------------  ------------
    Total Current Assets                         517,378,000   460,043,000
                                                ------------  ------------

Property and Equipment, at cost:                                          
  Furniture, fixtures and equipment              128,982,000   102,779,000
  Buildings and leasehold improvements           166,250,000   144,954,000
  Land                                            33,396,000    33,550,000
  Property under capital leases                   35,792,000    42,885,000
                                                ------------  ------------
                                                 364,420,000   324,168,000
Accumulated Depreciation and Amortization        104,137,000    82,536,000
                                                ------------  ------------
                                                 260,283,000   241,632,000

Other Assets                                       9,369,000     8,081,000
                                                ------------  ------------
Excess of Purchase Price Over Net Assets                                  
  Acquired net of accumulated                                             
  amortization of $6,074,000 and                                          
  $5,064,000, in 1994 and 1993,                                           
  respectively                                     3,659,000     4,537,000
                                                ------------  ------------
Deferred Income Tax Benefit                       12,209,000     8,086,000
                                                ------------  ------------
Total Assets                                    $802,898,000  $722,379,000
                                                ============  ============

The accompanying notes are an integral part of these balance sheets.            

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DART GROUP CORPORATION AND SUBSIDIARIES 

CONSOLIDATED BALANCE SHEETS 

LIABILITIES AND STOCKHOLDERS' EQUITY

                                                                · Download Table

                                                       January 31,        
                                               -------------------------- 
                                                   1994           1993    
                                               ------------  ------------ 

                                                                          
Current Liabilities:                                                      
  Current portion of mortgage payable          $    988,000  $ 14,893,000 
  Accounts payable, trade                       154,926,000   111,439,000 
  Income taxes payable                            4,968,000     2,272,000 
  Accrued salaries and employee benefits         22,791,000    17,621,000 
  Accrued taxes other than income taxes          11,831,000     9,629,000 
  Other accrued liabilities                      40,287,000    35,880,000 
  Current portion of obligations under                                    
    capital leases                                  345,000       508,000 
                                               ------------  ------------ 
    Total Current Liabilities                   236,136,000   192,242,000 
                                               ------------  ------------ 

Mortgage Payable                                 80,709,000    53,491,000 
                                               ------------  ------------ 
Obligations Under Capital Leases                 39,295,000    38,786,000 
                                               ------------  ------------ 
Reserve for Closed Facilities and                                         
  Restructuring                                  28,595,000    24,662,000 
                                               ------------  ------------ 
Other Long-term Liabilities                       3,219,000     3,292,000 
                                               ------------  ------------ 

Commitments and Contingencies                                             

Minority Interests                              140,637,000   130,667,000 
                                               ------------  ------------ 

Stockholders' Equity:                                                     
  Class A common stock, non-voting, par                                   
    value $1.00 per share; 3,000,000                                      
    shares authorized; 1,655,763                                          
    and 1,649,013 shares issued,                                          
    in 1994 and 1993, respectively                1,656,000     1,649,000 
  Class B common stock, voting, par value                                 
    $1.00 per share; 500,000 shares                                       
    authorized; 302,952 shares issued                                     
    and outstanding                                 303,000       303,000 
  Paid-in capital                                65,323,000    63,332,000 
  Retained earnings                             208,774,000   215,704,000 
  Treasury stock, 202,340 shares of                                       
    Class A common stock, at cost                (1,749,000)   (1,749,000)
                                               ------------  ------------ 
    Total Stockholders' Equity                  274,307,000   279,239,000 
                                               ------------  ------------ 

Total Liabilities and Stockholders' Equity     $802,898,000  $722,379,000 
                                               ============  ============ 

The accompanying notes are an integral part of these balance sheets.            

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DART GROUP CORPORATION AND SUBSIDIARIES 

CONSOLIDATED STATEMENTS OF INCOME 

                                                                · Download Table

                                        Years Ended January 31,            
                            ---------------------------------------------- 
                                 1994            1993            1992      
                            --------------  --------------  -------------- 

                                                                           
Sales                       $1,343,340,000  $1,244,442,000  $1,162,176,000 
Income from bankers'                                                       
  acceptances                    2,588,000       3,459,000      10,485,000 
Real estate revenue             18,658,000      13,653,000       9,182,000 
Other interest and                                                         
  other income                  11,957,000      11,123,000      13,305,000 
                            --------------  --------------  -------------- 
                             1,376,543,000   1,272,677,000   1,195,148,000 
                            --------------  --------------  -------------- 

Expenses:                                                                  
  Cost of sales, store                                                     
    occupancy and                                                          
    warehousing              1,079,553,000     998,894,000     928,563,000 
  Selling and                                                              
    administrative             242,286,000     204,813,000     191,090,000 
  Depreciation and                                                         
    amortization                28,022,000      25,096,000      21,741,000 
  Interest                      13,513,000      12,549,000      23,520,000 
  Restructuring charge           6,200,000      14,000,000           -     
  Unusual item                       -          (3,894,000)          -     
                            --------------  --------------  -------------- 
                             1,369,574,000   1,251,458,000   1,164,914,000 
                            --------------  --------------  -------------- 

Income before income                                                       
  taxes and minority                                                       
  interests                      6,969,000      21,219,000      30,234,000 
Income taxes                     7,194,000       9,567,000      12,121,000 
                            --------------  --------------  -------------- 

Income (loss) before                                                       
  minority interests              (225,000)     11,652,000      18,113,000 

Minority interests in                                                      
  income of consoli-                                                       
  dated subsidiaries                                                       
  and partnerships              (6,512,000)     (8,143,000)    (11,802,000)
                            --------------  --------------  -------------- 

Income (loss) before extra-                                                
  ordinary item and                                                        
  cumulative effect of                                                     
  Trak Auto's change                                                       
  in accounting                                                            
  principle                     (6,737,000)      3,509,000       6,311,000 

(continued on following page) 

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CONSOLIDATED STATEMENTS OF INCOME (Continued) 

                                                                · Download Table

                                         Years Ended January 31,           
                            ---------------------------------------------- 
                                 1994            1993            1992      
                            --------------  --------------  -------------- 

                                                                           
Extraordinary item:                                                        
  Loss on                                                                  
    reacquisition of                                                       
    debentures, net                                                        
    of income tax                                                          
    benefit of                                                             
    $819,000 for                                                           
    1992                             -            (885,000)     (1,589,000)
Cumulative effect of                                                       
  change in Trak Auto's                                                    
  accounting principle,                                                    
  net of minority                                                          
  interest                           -           1,135,000           -     
Net Income (Loss)           $   (6,737,000)  $   3,759,000  $    4,722,000 
                            ==============   =============  ============== 

Earnings per share:                                                        
  Income (loss) before                                                     
    extraordinary item                                                     
    and cumulative effect                                                  
    of change in accounting                                                
    principle               $        (4.10) $         1.91  $         3.46 
  Extraordinary item:                                                      
    Loss on                                                                
      reacquisition of                                                     
      debentures                     -                (.48)           (.87)
  Cumulative effect of                                                     
    change in Trak Auto's                                                  
    accounting principle,                                                  
    net of minority                                                        
    interest                         -                 .62           -     
                            --------------  --------------  -------------- 
  Net Income (Loss)         $        (4.10) $         2.05  $         2.59 
                            ==============  ==============  ============== 

The accompanying notes are an integral part of these statements.                

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DART GROUP CORPORATION AND SUBSIDIARIES 

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY 

                                                                · Download Table

                                         Years Ended January 31,            
                             ---------------------------------------------- 
                                  1994            1993           1992       
                             --------------  --------------  -------------- 

                                                                            
Common Stock:                                                               
  Class A:                                                                  
  Balance, beginning                                                        
    of period                $    1,649,000  $    1,648,000  $    1,646,000 
    Stock options                                                           
      exercised                       7,000           1,000           2,000 
                             --------------  --------------  -------------- 
  Balance, end of period     $    1,656,000  $    1,649,000  $    1,648,000 
                             ==============  ==============  ============== 

  Class B:                                                                  
  Balance, beginning                                                        
    and end of period        $      303,000  $      303,000  $      303,000 
                             ==============  ==============  ============== 

Paid-in Capital:                                                            
  Balance, beginning                                                        
    of period                $   63,332,000  $   64,136,000  $   64,088,000 
    Stock options                                                           
      exercised                     469,000          96,000          40,000 
    Purchase of stock option        985,000           -               -     
    Effect of subsidiary                                                    
      stock options                                                         
      exercised                     537,000        (900,000)          8,000 
                             --------------  --------------  -------------- 
  Balance, end of period     $   65,323,000  $   63,332,000  $   64,136,000 
                             ==============  ==============  ============== 

Treasury Stock:                                                             
  Balance, beginning and                                                    
    end of period            $   (1,749,000) $   (1,749,000) $   (1,749,000)
                             ==============  ==============  ============== 

Retained Earnings:                                                          
  Balance, beginning of                                                     
    period                   $  215,704,000  $  212,138,000  $  207,608,000 
    Net Income                   (6,737,000)      3,759,000       4,722,000 
    Dividends paid                 (193,000)       (193,000)       (192,000)
                             --------------  --------------  -------------- 
  Balance, end of period     $  208,774,000  $  215,704,000  $  212,138,000 
                             ==============  ==============  ============== 

Dividends paid per share of                                                 
  Class A Common Stock       $          .13  $          .13  $          .13 
                             ==============  ==============  ============== 

  Class B Common Stock       $        -      $        -      $        -     
                             ==============  ==============  ============== 

The accompanying notes are an integral part of these statements.                

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DART GROUP CORPORATION AND SUBSIDIARIES 

CONSOLIDATED STATEMENTS OF CASH FLOWS 

                                                                · Download Table

                                          Years Ended January 31,           
                             ---------------------------------------------- 
                                  1994            1993            1992      
                             --------------  --------------  -------------- 

                                                                            
Cash Flows from Operating                                                   
  Activities:                                                               
  Net income (loss)          $   (6,737,000) $    3,759,000  $    4,722,000 
   Adjustments to reconcile                                                 
      net income to net                                                     
      cash provided by                                                      
      operating activities:                                                 
    Depreciation and                                                        
      amortization               28,022,000      25,096,000      21,741,000 
    Gain on sale                                                            
      of fixed assets                 -             (22,000)          -     
   Utilization of Trak                                                      
      Auto Corporation                                                      
      net operating                                                         
      loss and investment                                                   
      tax credit carry-                                                     
      forwards                        -               -             531,000 
   Cumulative effect of                                                     
      change in accounting                                                  
      principle                       -          (1,135,000)          -     
   Amortization of bond                                                     
      discount and                                                          
      debenture costs                 -              41,000         318,000 
   Write off of debenture                                                   
      costs and unamortized                                                 
      discount included in                                                  
      extraordinary loss              -             344,000       1,015,000 
   Provision for closed                                                     
      facilities including                                                  
      restructuring charge        4,626,000      23,736,000       3,866,000 
   Change in assets and                                                     
      liabilities, net                                                      
      of effects from                                                       
      acquisitions by                                                       
      Cabot Morgan Real                                                     
      Estate Company in                                                     
      1993 and 1992:                                                        
     Accounts receivable,                                                   
        trade                    (4,195,000)      3,065,000      (2,842,000)
     Accounts receivable,                                                   
        other                     2,608,000      (3,652,000)          -     
     Merchandise inventories    (41,242,000)     (9,309,000)     (3,656,000)
     Income taxes refundable          -               -           2,957,000 

(continued on following page) 

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CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)                               

                                                                · Download Table

                                               Years Ended January 31,           
                                  ---------------------------------------------- 
                                       1994            1993            1992      
                                  --------------  --------------  -------------- 

                                                                                 
    Other current assets                (931,000)        231,000        (741,000)
    Deferred income tax                                                          
      benefit                         (7,398,000)     (5,640,000)     (1,836,000)
    Other assets                      (1,288,000)     (1,186,000)         25,000 
    Accounts payable, trade           43,487,000       4,519,000       7,163,000 
    Income taxes payable               2,696,000     (10,296,000)     (2,341,000)
    Accrued salaries and                                                         
      employee benefits                5,170,000       1,349,000       1,452,000 
    Accrued taxes other                                                          
      than income taxes                2,202,000       1,036,000       1,796,000 
    Other accrued                                                                
      liabilities                      6,662,000     (13,889,000)     22,974,000 
    Accrued interest                       -          (1,529,000)     (3,937,000)
    Deferred income                      (73,000)      3,292,000           -     
    Reserve for closed                                                           
      facilities                      (1,719,000)     (2,730,000)     (1,513,000)
    Minority interest                  6,512,000       8,143,000      13,302,000 
                                  --------------  --------------  -------------- 
      Net cash provided                                                          
        by operating                                                             
        activities                $   38,402,000  $   25,223,000  $   64,996,000 
                                  --------------  --------------  -------------- 

Cash Flows from Securities and                                                   
  Capital Investment Activities:                                                 
  Capital expenditures            $  (45,805,000) $  (38,161,000) $  (39,096,000)
  Purchase of subsidiary                                                         
    common stock                      (1,094,000)          -               -     
  Dispositions of bankers'                                                       
    acceptances                            -          22,264,000       9,928,000 
  Maturities of bankers'                                                         
    acceptances                      470,250,000      517,650,000   1,207,260,000
  Purchase of bankers'                                                           
    acceptances                     (442,188,000)   (495,370,000) (1,156,921,000)
  Dispositions of United                                                         
    States Treasury Bills            296,962,000     298,610,000     882,011,000 
  Purchase of United States                                                      
    Treasury Bills                  (290,671,000)   (305,308,000)   (830,400,000)
  Purchases of marketable                                                        
    debt securities                 (209,328,000)          -               -     
  Dispositions of marketable                                                     
    debt securities                  141,263,000           -               -     
  Maturities of marketable                                                       
    debt securities                    9,284,000           -               -     
  Cash paid for purchase of                                                      
    real estate partnership                                                      
    interest                               -         (10,897,000)    (21,355,000)
                                  --------------  --------------  -------------- 
    Net cash provided                                                            
      by (used for)                                                              
      securities and                                                             
      capital invest-                                                            
      ment activities             $  (71,327,000) $  (11,212,000) $   51,427,000 
                                  --------------  --------------  -------------- 

(continued on following page) 

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CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)                               

                                                        · Enlarge/Download Table

                                                               Years Ended January 31,              
                                                    ----------------------------------------------  
                                                          1994            1993            1992      
                                                    --------------  --------------  --------------  

                                                                                                    
Cash Flows from Financing Activities:                                                               
  Borrowings from real estate                                                                       
    mortgage                                         $   13,590,000  $   38,000,000  $        -     
  Cash dividends                                           (193,000)       (193,000)       (192,000)
  Repurchase of debentures                                    -         (29,120,000)    (75,000,000)
  Stock options exercised                                   925,000       5,254,000         282,000 
  Contribution (distribution)                                                                       
    paid to minority                                                                                
    shareholders                                          3,418,000      (7,368,000)          -     
  Proceeds from the option                                                                          
    to acquire common stock                                 985,000           -               -     
  Proceeds from redemption                                                                          
    of note receivable                                      833,000           -               -     
  Principal payments under                                                                          
    mortgage obligations                                   (277,000)     (1,452,000)       (232,000)
  Principal payments under                                                                          
    capital lease obli-                                                                             
    gations                                                (484,000)     (1,422,000)     (1,133,000)
                                                     --------------  --------------  -------------- 
    Net cash provided by                                                                            
      (used for) financing                                                                          
      activities                                     $   18,797,000  $    3,699,000  $  (76,275,000)
                                                     --------------  --------------  -------------- 

Net Increase (Decrease)                                                                             
  in Cash and Cash                                                                                  
  Equivalents                                        $  (14,128,000) $   17,710,000  $   40,148,000 
Cash and Cash Equivalents                                                                           
  at Beginning of Year                                  170,361,000     152,651,000     112,503,000 
                                                     --------------  --------------  -------------- 

Cash and Cash Equivalents                                                                           
  at End of Year                                     $  156,233,000  $  170,361,000  $  152,651,000 
                                                     ==============  ==============  ============== 

Supplemental Disclosures of Cash Flow Information:                                                  

Cash paid during the year for:                                                                      
  Interest                                           $   13,570,000  $   13,673,000  $   25,291,000 
  Income taxes                                           12,457,000      20,506,000      12,780,000 

Reconciliation of Cash and                                                                          
  Cash Equivalents to                                                                               
  Balance Sheet Captions:                                                                           
  Cash                                               $   17,955,000  $   14,084,000  $    6,895,000 
  Short-term investment of                                                                          
    majority-owned sub-                                                                             
    sidiaries utilized in                                                                           
    their operating cash                                                                            
    management                                          138,278,000     156,277,000     145,756,000 
                                                     --------------  --------------  -------------- 
                                                     $  156,233,000  $  170,361,000  $  152,651,000 
                                                     ==============  ==============  ============== 

(continued on following page) 

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CONSOLIDATED STATEMENTS OF CASH FLOWS (Continued)                               

Supplemental Disclosures of Noncash Investing and Financing Activities:         

Dart Group Corporation, through its wholly-owned subsidiary, Cabot-Morgan Real  
Estate Company, in fiscal 1993 and 1992 acquired a 51% interest in real estate  
partnerships for $10,897,000 (including a $8,250,000 promissory note to Bull    
Run Joint Venture) and $21,355,000, respectively.  In conjunction with these    
acquisitions, liabilities (including the minority interest portion) were        
assumed as follows:                                                             

                                                                · Download Table

                                       Years Ended January 31,           
                           ----------------------------------------------
                                1994            1993            1992     
                           --------------  --------------  --------------
                                                                         
Fair value of assets                                                     
  acquired                 $        -      $   14,632,000  $   42,138,000
Cash paid                           -          10,897,000      21,355,000
Minority interest not                                                    
  acquired                          -           2,543,000      20,517,000
                           --------------  --------------  --------------
     Liabilities Assumed   $        -      $    1,192,000  $      266,000
                           --------------  --------------  --------------

See Note 4 re:  capital leases.                                                 

The accompanying notes are an integral part of these statements.                

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DART GROUP CORPORATION AND SUBSIDIARIES 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

YEARS ENDED JANUARY 31, 1994, 1993 and 1992 

(1)  SIGNIFICANT ACCOUNTING POLICIES:                                           

Basis of Consolidation:  The accompanying consolidated financial      
statements reflect the accounts of Dart Group Corporation (the "Corporation")   
and its direct and indirect, wholly-owned and majority-owned subsidiaries and   
majority-owned partnerships, including Trak Auto Corporation ("Trak Auto"),     
Crown Books Corporation ("Crown Books"), Shoppers Food Warehouse Corp.          
("Shoppers Food"), Total Beverage Corporation ("Total Beverage"), Cabot-Morgan  
Real Estate Company ("CMREC") and Dart Group Financial Corporation ("Dart       
Financial").  The accounts of CMREC, through partnerships in which it owns the  
majority interest, are included from the date of their purchase.  The accounts  
of Total Beverage are included from the date of its purchase on February 28,    
1993.  The Corporation, Trak Auto, Crown Books, Shoppers Food, Total Beverage,  
CMREC, Dart Financial and the Corporation's other direct and indirect wholly-   
owned and majority-owned subsidiaries and majority-owned partnerships are       
referred to collectively as the "Company".  All significant intercompany        
accounts and transactions have been eliminated.                                 

Short-Term Instruments and Marketable Debt Securities:                          

   At January 31, 1994, The Company's short-term instruments included United
States Treasury Bills and Overnight Repurchase Agreements (collateralized by    
United States Treasury obligations), and marketable debt securities included    
United States Treasury Notes, corporate notes, municipal securities and United  
States Agency Securities Acceptances.  These short-term instruments and         
marketable debt securities are recorded at lower of cost or market.  At January 
31, 1994 the difference between cost and market was not significant.            

 Bankers' Acceptances:  As of January 31, 1994, the Corporation, through
its wholly-owned subsidiary, Dart Financial, held bankers' acceptances of       
approximately $62,307,000 stated at cost, adjusted for discount amortization,   
which approximates market.  All of the outstanding bankers' acceptances are     
obligations of Japanese banks with a minimum credit rating of A1/P1 and are     
further secured by the underlying commodity.                                    

 Fair Value of Financial Instruments:  The fair values of current assets
and current liabilities are approximately equal to the reported carrying        
amounts.  The carrying amounts of the Company's mortgage payables are based on  
outstanding principal, and the fair values of these mortgages were estimated    
based on borrowing rates currently available for bank loans with similar terms  
(see Note 8).  No value has been placed on the Company's line of credit         
facility as any borrowings would bear interest at market rates.                 

 Statement of Cash Flows:  For purposes of the statements of cash flows,
the Corporation considers the short-term instruments, consisting of United      
States Treasury Bills, purchased with an original maturity of less than one     
year held by its majority owned subsidiaries to be cash equivalents.  The       
Company's United States Treasury Bills primarily consist of instruments with a  
maturity of less than four months.  These highly liquid instruments are         
considered to be an integral part of the operating cash management program of   
the subsidiaries.                                                               

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DART GROUP CORPORATION AND SUBSIDIARIES 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

YEARS ENDED JANUARY 31, 1994, 1993 and 1992 

(1)  SIGNIFICANT ACCOUNTING POLICIES (Continued):                               

 Merchandise Inventories and Cost of Sales:  Trak Auto and Shoppers Food
inventories are priced at the lower of last-in, first- out (LIFO) cost or       
market.  At January 31, 1994, 1993 and 1992 inventories would have been greater 
by $7,187,000, $6,453,000 and $5,890,000 respectively, if they had been valued  
on the lower of first-in, first-out (FIFO) cost or market basis.  Crown Books'  
inventories are priced at the lower of FIFO cost or market.                     

Property and Equipment and Depreciation:  The Company depreciates     
furniture, fixtures and equipment generally over a ten-year period using the    
straight-line method.  Computer software is charged to expense in the year of   
acquisition.  Computer equipment is depreciated over a five-year period using   
the straight-line method.  All stores are leased except one store owned by      
Shoppers Food.  Improvements to leased premises are amortized generally over a  
ten-year period, or the term of the lease, whichever is shorter.  Assets        
financed through asset-based financing arrangements are depreciated over the    
lives of the leases.                                                            

Income Taxes:  Trak Auto, Crown Books and Shoppers Food file separate 
income tax returns.  CMREC, Total Beverage and Dart Financial are consolidated  
in the Corporation's income tax returns.                                        

The Company implemented Statement of Financial Accounting Standards   
("SFAS") No. 109, Accounting for Income Taxes, effective February 1, 1992.      
Adoption of the new standard resulted in recognition of a net deferred tax      
asset associated with the expected realization of Trak Auto's cumulative        
temporary differences not previously recognized (classified as the cumulative   
effect of a change in accounting principle).  Prior to that date the Company    
accounted for income taxes under Accounting Principles Board No.  11.           

Adoption of New Accounting Pronouncements:  The Company is required to
adopt SFAS No. 112, Employers' Accounting for Postemployment Benefits, no later 
than its fiscal year ending January 31, 1995.  The Company does not expect that 
implementing the standard will have a significant effect on the financial       
statements or results of operations.                                            

The Company is required to adopt SFAS No. 115, Accounting for Certain 
Investments in Debt and Equity Securities, no later than its fiscal year ending 
January 31, 1995.  The Company does not expect that implementing the standard   
will have a significant effect on the financial statements.                     

Pre-Opening Expenses:  All costs of a noncapital nature incurred in   
opening a new store are charged to expense during the year as incurred.         

  Fiscal Year: The Corporation's fiscal year ends on January 31 each year.
Trak Auto, Crown Books, Shoppers Food and Total Beverage are reported to the    
Saturday closest to January 31.                                                 

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DART GROUP CORPORATION AND SUBSIDIARIES 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

YEARS ENDED JANUARY 31, 1994, 1993 and 1992 

(1)  SIGNIFICANT ACCOUNTING POLICIES (Continued):                               

   Excess of Purchase Price Over Net Assets Acquired:  The Company amortizes
excess of purchase price over net assets acquired over a ten-year period using  
the straight-line method.  However, Trak Auto has elected to amortize negative  
goodwill (arising from the utilization of a preacquisition net operating loss   
carryforward) over a five-year period since Trak Auto has utilized such net     
operating loss over the preceding five years.                                   

   Industry Segments:  The Company operates specialty retail stores, grocery
and beverage stores, a real estate company and a financial business that deals  
primarily in bankers' acceptances.                                              

  Earnings Per Share:  Earnings per share is based on the weighted average
number of the Corporation's Class A and Class B common stock and common stock   
equivalents (certain stock options) outstanding during the period.  In          
reporting earnings per share, the Corporation's interest in the earnings of its 
majority-owned subsidiaries is adjusted for the dilutive effect, if any, of     
these subsidiaries' outstanding stock options.  The difference between primary  
earnings per share and fully diluted earnings per share is not significant for  
any period.  Weighted average shares and share equivalents for the three years  
ended January 31, 1994, 1993 and 1992 were 1,867,000, 1,837,000 and 1,825,000,  
respectively.                                                                   

  Dividends:  The holders of Class A Common stock are entitled to receive,
when and as declared by the board of directors, noncumulative preferential      
dividends of up to thirty cents per share.  If Class A dividends reach thirty   
cents per share, in any fiscal year, holders of Class B common stock are        
entitled to receive dividends not exceeding thirty cents per share.  Any        
dividends cumulatively in excess of thirty cents per share would be shared as   
if they constituted a single class of stock.  During the years ended January    
31, 1994, 1993 and 1992, the Corporation paid dividends to the holders of Class 
A Common Stock at $.13 per share and has not paid dividends to holders of Class 
B Common Stock.                                                                 

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DART GROUP CORPORATION AND SUBSIDIARIES 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

YEARS ENDED JANUARY 31, 1994, 1993 and 1992 

(2)  INCOME TAXES:                                                              

The provision for income taxes on income before extraordinary items   
includes current income tax provision and deferred income tax provision as      
follows:                                                                        

                                                                · Download Table

                                                  - In Thousands -          
                                     -------------------------------------- 

                                                    Fiscal Years            
                                     -------------------------------------- 

                                       1994           1993           1992   
                                     --------       --------       -------- 

                                                                            
Current income tax provision:                                               
    Federal                          $  8,590       $ 11,706       $ 11,571 
    State                               2,236          2,701          2,575 
                                     --------       --------       -------- 
                                       10,826         14,407         14,146 
Deferred income tax provision:         (3,632)        (4,840)        (2,025)
                                     --------       --------       -------- 
                                     $  7,194       $  9,567       $ 12,121 
                                     ========       ========       ======== 

    As a result of the Corporation's operating loss for the year ended January
31, 1994, a tax net operating loss carryforward of $7,090,000 was created.  At  
January 31, 1994, the corporation's cumulative net tax operating loss           
carryforwards were $8,643,000 expiring by fiscal 2009.  In addition, the        
Corporation has an Alternative Minimum Tax credit carryforward of approximately 
$1,010,000.                                                                     

   As a result of the adoption of SFAS No. 109, Accounting for Income Taxes,
the Corporation has determined that it required an initial valuation allowance  
of $3,369,000 during the year ended January 31, 1993.  During the year ended    
January 31, 1994, the Corporation increased the valuation allowance by          
$3,824,000 to $7,193,000.  The valuation allowance was for tax net operating    
loss carryforwards and alternative minimum tax credit carryforwards, which are  
not able to be utilized at January 31, 1994 and certain temporary differences   
that the Corporation believe are not likely to be realizable.                   

  At February 2, 1992, Trak Auto had existing unrecognized tax benefits on
book net operating loss carryforwards of approximately $6,500,000 representing  
both preacquisition losses of Trak Auto West, Inc. ("Trak West"), and its own   
operating losses in 1991.  In conjunction with the adoption of SFAS No. 109,    
Accounting for Income Taxes, Trak Auto recorded $1,658,000 as the cumulative    
effect of recognizing that portion of the previously unrecognized tax benefits  
that it concluded would more likely than not be realized and established a      
valuation reserve of $728,000.                                                  

  The Company will evaluate the continuing need for its valuation reserves
on a periodic basis.                                                            

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DART GROUP CORPORATION AND SUBSIDIARIES 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

YEARS ENDED JANUARY 31, 1994, 1993 and 1992 

(2)  INCOME TAXES (Continued):                                                  

The effective income tax rate on income before income taxes, minority 
interest, extraordinary items and cumulative change in accounting principle is  
reconciled to the Federal statutory rate as follows:                            

                                                                · Download Table

                                                - In Thousands -            
                                     -------------------------------------- 
                                                  Fiscal Years              
                                     -------------------------------------- 
                                        1994          1993          1992    
                                     ----------    ----------    ---------- 
                                                                            
Federal statutory rate                      34%           34%           34% 
Income taxes at Federal statutory                                           
  rate                               $    2,439    $    7,214    $   10,280 
Increase (decrease) in taxes                                                
  resulting from--                                                          
    Federal net operating loss                                              
      carryforward not benefitted         4,092         1,077            45 
    State income taxes, net of                                              
      Federal income tax benefit            838         1,287         1,583 
    Permanent tax difference due                                            
      to stock options exercised            -             -             (27)
    Effect of Total Beverage                                                
      twenty five percent loss                                              
      sharing                                65           -            -    
    Effect of tax exempt municipal                                          
      bond interest                        (295)          -            -    
    Effect of utilization of former                                         
      Trak West net operating loss         (219)         (209)         (192)
    Other                                   274           198           432 
                                     ----------    ----------    ---------- 
      Income taxes                   $    7,194    $    9,567    $   12,121 
                                     ==========    ==========    ========== 
Effective tax rate                       103.2%         45.1%         40.1% 
                                     ==========    ==========    ========== 

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DART GROUP CORPORATION AND SUBSIDIARIES 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

YEARS ENDED JANUARY 31, 1994, 1993 and 1992 

(2)  INCOME TAXES (Continued):                                                  

 Temporary differences and tax carryforwards which give rise to deferred
tax assets and liabilities on a consolidated basis are as follows:              

                                                                · Download Table

                                                         (in thousands)      
                                                    ------------------------ 
Deferred Tax Assets:                                January 31,  January 31, 
--------------------                                -----------  ----------- 
                                                        1994        1993     
                                                    -----------  ----------- 
                                                                             
  Reserves for other liabilities                    $     2,572  $       748 
  Capitalized leases treated as operating                                    
    leases for tax purposes                               3,288        2,506 
  Depreciation                                              701         -    
   Uniform capitalization of inventory                                       
    costs                                                 2,381        1,531 
  Deferred gain from insurance gain                         422         -    
  Closed store reserve                                    8,722        7,159 
  Accrued rent                                            1,169          792 
  Deferred income                                         1,022        1,687 
  Certain officers bonuses                                1,617          628 
  Tax loss carryforwards                                  3,164        1,463 
  Tax credit carryforwards                                1,018          622 
  Basis adjustment as a result of purchase                                   
    accounting for Trak West                                659          638 
  Other                                                      42            4 
                                                        -------      ------- 
    Gross Deferred Tax Assets                            26,777       17,778 
  Valuation allowance                                    (7,921)      (4,097)
                                                        -------      ------- 

    Net Deferred Tax Assets                              18,856       13,681 

Deferred Tax Liabilities:                                                    
-------------------------                                                    

  Depreciation                                             -           1,750 
  Reserves relating to insurance gain                      -             490 
  Other                                                     125          108 
                                                        -------      ------- 
    Gross Deferred Tax Liabilities                          125        2,348 
                                                        -------      ------- 
    Net Deferred Tax Asset                              $18,731      $11,333 
                                                        =======      ======= 

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DART GROUP CORPORATION AND SUBSIDIARIES 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

YEARS ENDED JANUARY 31, 1994, 1993 and 1992 

(3)  TRANSACTIONS WITH AFFILIATES:                                              

Shoppers Food Warehouse Corp.                                         

In fiscal 1989 the Corporation acquired in excess of 50% of the common
stock of Shoppers Food, which operates the Shoppers Food Warehouse discount     
grocery chain in the Washington, D.C. metropolitan area.  As a result of the    
allocation of the net purchase price, the Corporation recorded approximately    
$11,160,000 as excess of purchase price over net assets acquired.  The          
Corporation and Shoppers Food have a buy/sell agreement whereby either          
shareholder has the right, at any time, to initiate procedures under which the  
initiating party offers both to sell to or buy from the other party the         
initiating party's or the other party's shares in Shoppers Food at the offer    
price.  The recipient of the offer has the alternative of accepting the offer   
to sell or the offer to buy.  The Corporation is unable to determine the effect 
that would result if either party initiates this procedure.                     

   During the year ended January 31, 1992, Shoppers Food acquired two Basics
Supermarkets from Super Rite Foods, Inc. ("Super Rite").  In connection with    
the purchase of the Basics Supermarkets, Shoppers Food entered into a separate  
wholesale grocery multiyear supply agreement with Super Rite to supply the      
Shoppers Food Chain, in exchange for receipt of approximately $4,700,000 in     
cash and other considerations.  This amount is being amortized over the 51      
month term of the supply agreement.                                             

Total Beverage Corporation:                                           

 On January 26, 1993, the Corporation organized Total Beverage under the
laws of Delaware as a wholly-owned subsidiary.  On February 27, 1993, Total     
Beverage purchased the assets of a discount beverage superstore located in      
Chantilly, Virginia for approximately $1,494,000 from Shoppers Food.  In        
October 1993, Total Beverage opened two additional stores located in Alexandria 
and Manassas, Virginia.  The stores sell beer, wine and non-alcoholic           
beverages.                                                                      

Exercise of Subsidiary Stock Options                                  

In each of the three years ended January 31, 1994, Trak Auto and Crown
Books stock options have been exercised.  As these options are exercised, the   
number of minority shares outstanding, and accordingly the minority share of    
the ownership of Trak Auto and Crown Books, increases.  The difference          
attributable to the Corporation's change in ownership percentage for these      
subsidiaries is reflected in Paid-in Capital.                                   

Crown Books Corporation                                               

  The Corporation purchased 50,000 additional shares of Crown Books common
stock during the year ended January 31, 1994 that increased its ownership to    
51.35%.                                                                         

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DART GROUP CORPORATION AND SUBSIDIARIES 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

YEARS ENDED JANUARY 31, 1994, 1993 and 1992 

(4)  LEASE AND LICENSE COMMITMENTS:                                             

Description of Leasing Arrangements                                   

 The Company leases stores, warehouses, leasehold improvements, fixtures
and equipment.  Renewal options are available on the majority of leases.  In    
some instances, store leases require the payment of contingent rentals and      
license fees based on sales in excess of specified minimums.  Certain           
properties are subleased with various expiration dates.  Certain capital leases 
have purchase options at fair market value at the end of the lease.             

 Following is a schedule by fiscal year of future minimum payments under
capital leases, license agreements and non-cancelable operating leases having   
initial or remaining terms in excess of one year at January 31, 1994.  The      
imputed interest rate on the capital leases is 14.74% in the aggregate.         

                                                                · Download Table

                                               - In Thousands -           
                                   ---------------------------------------
                                        Capital Leases                    
                                   ------------------------               
                                                   Fixtures               
Fiscal                                               and         Operating
 Year                              Buildings       Equipment       Leases 
------                             ---------       ---------     ---------
                                                                          
1995                               $  4,925         $    398     $  54,108
1996                                  5,286              298        49,277
1997                                  5,575                -        43,749
1998                                  5,891                -        37,255
1999                                  6,243                -        29,605
2000-2017                           115,840                        165,658
                                   --------        ---------     ---------
                                    143,760              696     $ 379,652
                                                                 =========
Less-Imputed interest               104,750               66              
                                   --------        ---------              
Present value of net minimum         39,010              630              
   lease payments                                                         
   Less-Current maturities             -                 345              
                                   --------        ---------              
   Long-term capital lease                                                
   obligations                     $ 39,010        $     285              
                                   --------        ---------              

Rent expense for operating leases and license arrangements are as follows:      

                                                                · Download Table

                                              Year Ended January 31,         
                                   ------------------------------------------

                                       1994           1993           1992    
                                   ------------   ------------   ------------
                                                                             
Minimum rentals                    $ 51,158,000   $ 44,330,000   $41,531,000 
Contingent rentals                      529,000        537,000       591,000 
                                   ------------   ------------   ----------- 
                                   $ 51,687,000   $ 44,867,000   $42,122,000 
                                   ============   ============   =========== 

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DART GROUP CORPORATION AND SUBSIDIARIES 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

YEARS ENDED JANUARY 31, 1994, 1993 and 1992 

(4)  LEASE AND LICENSE COMMITMENTS (Continued):                                 

Capital Lease Arrangements                                            

The Corporation has a lease with a private partnership in which Haft  
family members own all of the partnership interests, for a 271,000 square foot  
headquarters building and distribution center in Landover, Maryland.  The lease 
is for 30 years and six months, commenced in October 1985, and provides for     
increasing rental payments over the term of the lease.  The current annual      
rental is $1,819,000.  The lease requires the payment for maintenance,          
utilities, insurance and taxes.  The distribution center was constructed by the 
partnership at a cost of approximately $8,300,000.  The Corporation has sublet  
approximately 238,000 square feet to Trak Auto and Crown Books at a per square  
foot charge which is equal to the Corporation's per square foot cost under the  
master lease.  The Corporation has a lease agreement with the aforementioned    
partnership for land, identified for future Trak Auto expansion, adjacent to    
the headquarters building and distribution center.  The lease is for the same   
period as the headquarters building and distribution center lease.  The lease   
provides for current annual rental of $33,000 with increases of three percent   
per year.  The rent will be renegotiated upon commencement of construction of   
any improvements.  Trak Auto has agreed to bear the annual carrying cost for    
the land.                                                                       

 The Corporation's majority-owned subsidiary, Trak Auto, entered into an
agreement to lease a 176,000 square foot distribution center in Bridgeview,     
Illinois from a private partnership in which Haft family members own all of the 
partnership interests.  The lease is for 30 years and six months, commenced     
April 1984 and provides for rental payments increasing approximately 15% every  
five years over the term of the lease.  The current annual rental is $588,000.  
The lease requires payment of maintenance, utilities, insurance and taxes.  The 
Corporation is jointly and severally liable for the lease obligations.  The     
partnership purchased the warehouse on March 12, 1984 for approximately         
$3,100,000.                                                                     

  The Corporation's majority-owned subsidiary, Trak Auto, has an agreement
to lease a distribution center in Ontario, California from a private            
partnership in which Haft family members own all of the partnership interests.  
The lease is for 20 years and commenced in December 1989.  The lease also       
provides for increasing rental payments, based upon the Consumer Price Index    
for the Los Angeles area, over the term of the lease.  The current annual       
rental is $1,130,000.  The lease requires payment of maintenance, utilities,    
insurance and taxes.  The partnership purchased the distribution center for     
approximately $10,800,000.                                                      

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DART GROUP CORPORATION AND SUBSIDIARIES 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

YEARS ENDED JANUARY 31, 1994, 1993 and 1992 

(4)  LEASE AND LICENSE COMMITMENTS (Continued):                                 

 The Corporation's majority-owned subsidiary, Shoppers Food, has a lease
agreement for a 86,000 square foot office building in Lanham, Maryland from a   
private partnership in which Haft family members and the owners of the minority 
interest in Shoppers Food own all of the partnership interests.  The lease is   
for 20 years and commenced January 9, 1991.  The lease provides for yearly      
increasing rental payments, based upon the Consumer Price Index for the         
Washington, D.C. Metropolitan Statistical Area, however the increases shall not 
be more than 6% or less than 3%.  The current annual rental is $1,225,000.  The 
lease requires payment of maintenance, utilities, insurance and taxes.  The     
partnership purchased the office building for approximately $8,700,000 in July  
1990.  There are currently four unaffiliated subtenants in the office building. 
These subtenants are leasing approximately 36,000 square feet for a current     
annual rent of $518,000.                                                        

The capital lease arrangements described above are all included in the
lease commitment table.                                                         

Lease Guarantee                                                       

   The Corporation, because of its guarantee as part of the sale of its drug
store division in 1985, reassumed its lease obligations for its former 533,800  
square foot executive office facility and warehouse in Landover, Maryland.  The 
leases are with a private partnership in which Haft family members own all of   
the partnership interests.  The leases expire September 30, 2016 and provide    
for increasing rental payments over the term of the leases based on Consumed    
Price Index increases from a base period.  The current annual rental is         
$845,326.  The lease requires payment of maintenance, utilities, insurance and  
taxes.  The Corporation has reserved $9.6 million which represents the present  
value of its estimated future costs under this guarantee.                       

  Trak Auto has an agreement with the Corporation to sublease 6,500 square
feet of the facility.  The term of the sublease is one year (with nine one-year 
option periods).  The annual rental is $21,000 and will increase to $24,000 for 
each of the last five option periods.  The sublease requires Trak Auto to pay   
approximately $6,000 annually for its share of common area maintenance, real    
estate taxes and insurance premiums.  In addition, Shoppers Food has an         
agreement with the Corporation to rent (on a month to month basis) 6,000 square 
feet of the above facility for approximately $2,000 a month.  The Corporation   
is actively marketing the remaining space for lease to unaffiliated parties.    

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DART GROUP CORPORATION AND SUBSIDIARIES 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

YEARS ENDED JANUARY 31, 1994, 1993 and 1992 

(4)  LEASE AND LICENSE COMMITMENTS (Continued):                                 

Store Operating Leases                                                

During the fiscal years ended January 31, 1994, 1993 and 1992,        
respectively, Trak Auto made rental payments of approximately $2,180,000,       
$2,008,000 and $1,848,000, Crown Books made rental payments of approximately    
$1,780,000, $1,410,000 and $1,433,000, and Shoppers Food made rental payments   
of approximately $2,873,000, $2,873,000 and $2,538,000 and Total Beverage made  
rental payments of approximately $361,000 during the year ended January 31,     
1994 to CMREC shopping centers and to partnerships in which members of the Haft 
family own all or substantially all of the beneficial interests.  Two of the    
stores involved were acquired by the partnerships within the past two years.    

Store Closing Costs                                                   

The costs associated with store closings are charged to expense when  
management makes the decision to close a store.  Such costs consist primarily   
of future lease obligations (including rent, real estate taxes and common area  
maintenance charges), after the closing date, net of estimated sublease income, 
and the remaining book value of leasehold improvements.                         

Trak Auto, Crown Books and Shoppers Food have closed stores in various
markets with leases expiring through 2002.  Net charges (income) of             
approximately $(574,000), $1,013,000 and $4,268,000 were recorded in fiscal     
1994, 1993 and 1992, respectively, representing estimated unrecoverable lease   
costs, net of sublease  the remaining book value of leasehold improvements and  
certain costs for these stores.  Income during the year ended January 31, 1994  
was the result of Trak Auto and Crown Books early terminations of lease         
agreements by Trak Auto and Crown Books, net of cash buyouts.  Any settlements  
of lease obligations at amounts originally estimated are recorded at the time   
of settlement.  Trak Auto, Crown Books and Shoppers Food continue to review     
store operations and may close additional underperforming stores in the future. 

(5)  CERTAIN EVENTS:                                                            

Employment of Ronald S. Haft                                          

  On August 1, 1993, the Board of Directors of the Corporation approved an
employment agreement with Ronald S. Haft (the "Agreement"), pursuant to which   
he was employed by the Corporation as its President and Chief Operating Officer 
for a term initially ending on January 31, 1997.   The term is to be extended   
for one year on each February 1 that Ronald S. Haft is employed under the       
Agreement.  The Agreement also provides that Ronald S. Haft will be nominated   
to the Board of Directors of the Corporation at each opportunity during the     
term of the Agreement; he was elected as a director of the Corporation July 28, 
1993. Ronald S. Haft also was elected as a Director of the Corporation's        
subsidiaries.  Under the terms of the Agreement, Ronald S.                      

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

YEARS ENDED JANUARY 31, 1994, 1993 and 1992 

(5)  CERTAIN EVENTS (Continued):                                                

Haft may engage, directly or indirectly, in any other business activities so    
long as they do not interfere with his duties to the Corporation.               

Sale of Options to Ronald S. Haft                                     

  Under the Agreement, Ronald S. Haft acquired for $5.00 per share options
(the "Options") to purchase 197,048 shares of the Corporation's Class B Common  
Stock, par value $1.00 ("Dart Class B Stock").  All issued and outstanding Dart 
Class B Stock, which is the only class of common stock of the Corporation with  
voting rights, is held by members of the Haft family.  The total acquisition    
price for the Options, which has been paid, was $985,240.                       

   The exercise price for the Options is $89.65 per share, which as required
by the Agreement is 110% of the reported closing price for shares of the        
Corporation's Class A Common Stock, par value $1.00, on the last trading date   
prior to the authorization of the Agreement.  The Options were immediately      
exercisable as of the date of the Agreement and expire August 1, 2008.  The     
Options may be exercised by notice to the Corporation, with payment in cash     
following within 30 days of the notice.  Further, if Ronald S.  Haft's          
employment is terminated other than for conviction of an offense involving      
moral turpitude or for conviction of a felony, he will have the right to        
exercise all of the Options prior to or at such time; in the event of his       
death, his personal representative shall have the right to exercise the Options 
within 60 days thereof.                                                         

    Under the Agreement, the Corporation also agreed to loan to Ronald S. Haft
the full amount of the exercise price of any Options which he may exercise.     
Any such loan is to bear interest at the Prime Rate charged as of the date of   
the loan by NationsBank or its successor.  Principal and interest on any such   
loan is to be due separately upon the earlier of (i) the sale of shares of Dart 
Class B Stock purchased with the loan proceeds, (ii) the fifth anniversary of   
the loan, or (iii) 90 days from the termination of Ronald S.  Haft's employment 
under the Agreement.                                                            

Sale of Class B Common Shares to Ronald S. Haft                       

On July 28, 1993, Herbert H. Haft sold his 172,730 shares of Dart Class 
B Stock to Ronald S. Haft for the purchase price of $80.00 per share, and       
Ronald S. Haft granted to Herbert H. Haft an irrevocable proxy to vote those    
shares until his death or incapacity.  The total acquisition price for these    
shares was $13,818,400, of which $2,763,680 was paid at closing; the remaining  
$11,054,720 was paid for with a promissory note bearing interest at 6.61%, the  
applicable federal rate, as announced in the Federal Register on July 28, 1993, 
with the principal amount and any accrued but unpaid interest due and payable   
on August 1, 2013.  Accordingly, as of January 31, 1994, there were 302,952     
issued and outstanding shares of Dart Class B Stock, of which Ronald S. Haft    
owned 25,246 shares (or 8.33%), and another 172,730 shares (or 57.02%) without  
the power to vote, for a total of 197,976                                       

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DART GROUP CORPORATION AND SUBSIDIARIES 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

YEARS ENDED JANUARY 31, 1994, 1993 and 1992 

(5)  CERTAIN EVENTS (Continued):                                                

shares (or 65.35%).  If all of the shares of Dart Class B Stock covered by the  
Options were issued, there would be 500,000 issued and outstanding shares of    
Dart Class B Stock, of which Ronald S. Haft would then own 395,024 shares (or   
79.00%), with voting power over 222,294 shares (or 44.46%), and Herbert H. Haft 
would have voting power over 172,730 shares (or 34.54%).                        

(6)   LITIGATION:                                                               

Robert M. Haft Employment Litigation                                  

In August 1993, Robert M. Haft filed a lawsuit in the United States   
District Court for the District of Delaware naming as defendants the            
Corporation and two of its subsidiaries, Crown Books and Trak Auto.  The        
complaint, as amended, alleges breach of contract regarding various employment, 
stock option, stock incentive and loan agreements and seeks declaratory         
judgment regarding a stock incentive agreement (see Note 10 to the Consolidated 
Financial Statements) and a possible right by Robert M. Haft to acquire an      
interest in Total Beverage Corporation, a wholly-owned subsidiary of the        
Corporation.  The complaint, as amended, seeks unspecified damages, costs and   
attorneys fees.                                                                 

   Under the terms of the employment agreements, if upheld by the Court, the
Corporation and Crown Books could be required to pay stated compensation plus   
incentives based on operating or other financial factors.  Minimum payments by  
the Company could be as much as $31.8 million over a nine year period ($16.0    
million on an after tax basis, discounted at a 10% rate).                       

   Management believes that the Corporation and its subsidiaries have strong
defenses to these allegations and intends to contest such claims vigorously.    
Discovery in the litigation is complete and cross motions for summary judgment  
have been filed regarding virtually all significant claims.  Although the       
ultimate outcome of this action cannot be ascertained at this time, it is the   
opinion of management that the resolution will not have a material adverse      
effect on the Corporation's and its subsidiaries' financial condition or        
results of operations.                                                          

Derivative Litigation                                                 

In September 1993, Alan R. Kahn and Tudor Trust, shareholders of the  
Corporation, filed a lawsuit in the Delaware Court of Chancery for New Castle   
County naming as defendants Herbert H. Haft, Ronald S. Haft, Douglas M.         
Bregman, Bonita A. Wilson, Combined Properties, Inc. ("CPI"), Combined          
Properties Limited Partnership ("Combined"), and Capital Resources Limited      
Partnership.  The suit is brought derivatively and names as nominal defendants  
the Corporation and five of its subsidiaries,  Trak Auto, Crown Books, Shoppers 
Food, Total Beverage, and CMREC.  The complaint alleges waste, breach of        
fiduciary duty, and entrenchment in connection with various lease agreements    
between the Combined Properties defendants and the Corporation and              

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

YEARS ENDED JANUARY 31, 1994, 1993 and 1992 

(6)   LITIGATION (Continued):                                                   

its subsidiaries, the compensation paid Ronald S. Haft and Herbert H. Haft, the 
Corporation's Agreement with Ronald S. Haft, and the sale of Dart Class B Stock 
by Herbert H. Haft to Ronald S. Haft.  Plaintiffs seek an accounting of         
unspecified damages incurred by the Corporation, voiding of the options sold to 
Ronald S. Haft, and costs and attorneys' fees.                                  

In November 1993, Robert M. Haft filed another lawsuit in the Delaware
Court of Chancery for New Castle County.  The lawsuit names as defendants       
Herbert H. Haft, Ronald S. Haft, Douglas M. Bregman, and Bonita A. Wilson, and  
also names the Corporation as a nominal defendant.  The complaint derivatively  
alleges interested director transactions, breach of fiduciary duty and waste in 
connection with the Corporation's Agreement with Ronald S. Haft.  Robert M.     
Haft also brings individual claims for breach of contract and dilution of       
voting rights in connection with the sale of Dart Class B Stock by Herbert H.   
Haft and the Corporation's Agreement with Ronald S. Haft.  The complaint seeks  
rescission of the sale of Dart Class B Stock and the options Agreement,         
unspecified damages from the individual directors, and costs and attorneys'     
fees.                                                                           

 In both of these lawsuits, a Special Litigation Committee consisting of
two outside, independent directors has been appointed by the Board of Directors 
to assess, on behalf of the Corporation, whether to pursue, settle or abandon   
the claims.  Given that the law suits are brought in the name of the            
Corporation, recovery in them would inure to the benefit of the Corporation if  
the claims in them are successfully litigated or settled.  It is therefore the  
opinion of management that the resolution of these actions will not have a      
material adverse effect on the consolidated financial condition or annual       
results of operations of the Corporation.                                       

Total Beverage Litigation                                             

  In October 1993, the Corporation and two of its wholly-owned subsidiaries,
Total Beverage and Total Beverage G.B., Inc., filed a lawsuit in the United     
States District Court for the Eastern District of Virginia styled The Dart      
Group Corporation v. The Globe Distributing Company of Virginia, Inc., d/b/a    
The Forman Distributing Company of Virginia, Inc., et al., CA No. 93-1307-A     
(E.D.  Va.).  The lawsuit names as defendants The Globe Distributing Company,   
Inc. d/b/a The Forman Distributing Company of Virginia, Inc.  ("Forman"), four  
other Virginia wine wholesalers, and several of their principals.  The          
complaint, as amended, alleges violations of the federal and Virginia state     
antitrust laws and intentional tortious interference with contract by reason of 
an alleged conspiracy among the wholesalers to divide territories and allocate  
customers.  The complaint, as amended, seeks injunctive relief and unspecified  
damages, costs and attorneys' fees.  In January 1994, the defendants filed      
counterclaims against the plaintiffs for defamation, conspiracy to injure in    
reputation, trade and business, conspiracy to coerce and compel, tortious       
interference with contractual relations and business expectancies, and          
violation of the Lanham Act.                                                    

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DART GROUP CORPORATION AND SUBSIDIARIES 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

YEARS ENDED JANUARY 31, 1994, 1993 and 1992 

(6)   LITIGATION (Continued):                                                   

Subsequent to January 31, 1994, all claims and counterclaims in these 
actions were settled.  The terms and conditions of the settlement agreements    
will not have a material adverse effect on the consolidated financial condition 
or operating results of the Corporation.                                        

The Corporation and its subsidiaries have recorded expenses of        
approximately $8.0 million during the year ended January 31, 1994 for legal     
expenses incurred during the year.  This includes an estimated future amount    
considered to resolve all legal matters discussed above.                        

Other                                                                 

In the normal course of business, the Company is involved in various  
claims and litigation.  It is the opinion of management and counsel that the    
disposition of these matters will not materially affect the Company's financial 
position.                                                                       

(7)  CREDIT AGREEMENT:                                                          

 The Corporation is party to a revolving credit agreement, together with
Trak Auto and Crown Books, for a $6,000,000 revolving line of credit.  The      
$6,000,000 is an aggregate amount and not specifically allocated to any of the  
parties.  The line is intended to be used for the issuance of standby and trade 
letters of credit.  At January 31, 1994, there had been no borrowings under the 
credit agreement.  This line of credit expires May 1, 1995.                     

(8) CABOT-MORGAN REAL ESTATE COMPANY:                                           

In September 1989, the Corporation organized CMREC, a wholly-owned    
subsidiary.  CMREC was organized under the laws of Delaware as a real estate    
development company.                                                            

In December 1989, CMREC and Combined Properties/Briggs Chaney Plaza   
Limited Partnership ("Combined/Briggs Chaney"), a Delaware limited partnership  
of which the partners are members of the Haft family, formed CM/CP Briggs       
Chaney Plaza Joint Venture ("CM/CP Briggs Chaney").  On December 31, 1989,      
CM/CP Briggs Chaney purchased Briggs Chaney Plaza Shopping Center located in    
Silver Spring, Maryland, for approximately $30,000,000, of which land was       
approximately $5,986,000, building and improvements was approximately           
$24,066,000, including the assumption of mortgages.  There have been no         
material additions or improvements to land and building and improvements since  
acquisition and the carrying amount of these assets was $27,189,000 at January  
31, 1994.                                                                       

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DART GROUP CORPORATION AND SUBSIDIARIES 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

YEARS ENDED JANUARY 31, 1994, 1993 and 1992 

(8) CABOT-MORGAN REAL ESTATE COMPANY (Continued):                               

 In December 1989, CMREC and Combined Properties/Greenway Center Limited
Partnership ("Combined/Greenway"), a Delaware limited partnership of which the  
partners are members of the Haft family, formed CM/CP Greenway Center Joint     
Venture ("CM/CP Greenway").  On December 31, 1989, CM/CP Greenway purchased     
Greenway Center located in Greenbelt, Maryland, for approximately $39,300,000,  
of which land was approximately $7,813,000, building and improvements was       
approximately $31,376,000, including the assumption of mortgages.  There have   
been no material additions or improvements to land and building and             
improvements since acquisition and the carrying amount of these assets was      
$35,688,000 at January 31, 1994.                                                

CMREC owns 75% of CM/CP Briggs Chaney and 75% of CM/CP Greenway. The  
remaining 25% interests are owned by the aforementioned limited partnerships.   
CPI, which is owned by members of the Haft family, provides certain services to 
the shopping centers at a cost comparable to that available from unaffiliated   
parties.                                                                        

On March 12, 1991, CMREC acquired from an entity owned by Haft family 
members, a 51% interest in CM/CP Greenbriar Retail Joint Venture ("CM/CP        
Greenbriar Retail") and a 51% interest in CM/CP Greenbriar Office Joint Venture 
("CM/CP Greenbriar Office"), which own Greenbriar Town Center Shopping Center   
and Greenbriar Town Center Office Building, respectively, located in Fairfax,   
Virginia.  The purchase price for the Corporation's interest in CM/CP           
Greenbriar Retail and CM/CP Greenbriar Office was approximately $20,000,000,    
which represents 51% of the original cost to the seller of the entire center    
plus interest and other net holding period costs of approximately $1,350,000    
(buyers share).  The outside members of CMREC's board of directors approved     
this transaction.  In addition, the Corporation paid fees to CPI for leasing,   
acquisition and development of the Center at a cost comparable to that          
available from unaffiliated parties.  The Corporation's portion of these fees   
was approximately $1,300,000.  The seller acquired the property on October 24,  
1989.  The Haft family entity continues to own the remaining 49% interest and   
CPI manages CM/CP Greenbriar Retail and CM/CP Greenbriar Office.  The initial   
cost of land and building and improvements in CM/CP Greenbriar Retail and CM/CP 
Greenbriar Office was approximately $41,392,000.  Greenbriar Town Center        
completed renovation and expansion in fiscal 1993 and the carrying amount of    
land and building and improvements was $69,653,000 at January 31, 1994.         

On January 18, 1993, CMREC and CP/Bull Run Limited Partnership        
("Combined/Bull Run"), a Maryland limited partnership of which the partners     
are members of the Haft family, formed CM/CP Bull Run Joint Venture ("CM/CP     
Bull Run").  CMREC owns 51% of CM/CP Bull Run and Combined/Bull Run owns 49%.   
On January 18, 1993, CM/CP Bull Run purchased a shopping center known as        
Festival at Bull Run located in Prince William County, Virginia, for            
approximately $14,097,000 of which land was approximately $5,938,000 and        
building and improvements was approximately $8,187,000.  CMREC's share of the   
cash portion of the purchase price was approximately $2,647,000.  In addition,  
CMREC has a loan agreement with CM/CP Bull Run for up to $15,450,000, of which  

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

YEARS ENDED JANUARY 31, 1994, 1993 and 1992 

(8) CABOT-MORGAN REAL ESTATE COMPANY (Continued):                               

$8,250,000 had been utilized toward the purchase price of the center and was    
considered a bridge loan until CM/CP Bull Run could secure other financing.     
Subsequently, CM/CP Bull Run secured other financing and the $8,250,000 was     
repaid.   The remaining $7,200,000 is intended to fund the construction of      
certain improvements to the center.  At January 31, 1994, CM/CP Bull Run had    
borrowed $5,123,000 against the remaining $7,200,000.  CM/CP Bull Run has an    
agreement with CPI that engages CPI to manage the center.                       

CPI charged the four properties for management and related services   
$3,264,000, $2,365,000, and $3,438,000 in fiscal 1994, 1993 and 1992,           
respectively.                                                                   

 Trak Auto, Crown Books, Shoppers Food and Total Beverage have leases in
several of the properties in which CMREC has an interest.  Rental payments on   
these leases were $1,765,000, $332,000, and $232,000 in 1994, 1993 and 1992,    
respectively.  The future lease commitments on these leases excluding option    
periods are $21,591,000 expiring on dates through 2013.                         

 Each of these CMREC partnerships contains a buy/sell option under which
the partners have the right, at any time, to initiate procedures under which    
the initiating party offers both to sell to or buy from the other party the     
initiating party's or the other party's shares in the partnership at the offer  
price.  The recipient of the offer has the alternative of accepting the offer   
to sell or the offer to buy.  The Corporation is unable to determine the effect 
that would result if either party initiates this procedure.                     

    During the year ended January 31, 1994, CM/CP Briggs Chaney refinanced two
mortgages at Briggs Chaney Shopping Center into one $16,000,000 mortgage and    
CM/CP Bull Run obtained a $9,750,000 mortgage.  All mortgages payable are       
secured by the land and buildings and leasehold improvements.  Based on         
borrowing rates currently available for bank loans with similar terms, the fair 
value of the mortgages are $87,699,000.                                         

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DART GROUP CORPORATION AND SUBSIDIARIES 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

YEARS ENDED JANUARY 31, 1994, 1993 and 1992 

(8) CABOT-MORGAN REAL ESTATE COMPANY (Continued):                               

Mortgage payable at January 31, 1994, consists of the following:      

                                                                · Download Table
                                                                             
     CM/CP Briggs Chaney                                                     
     -------------------                                                     
     Mortgage payable, bearing interest at 8.5% per annum                    
         principal due December 1, 2003; collateralized                      
         by first mortgage on land and buildings                  $15,949,000
     CM/CP Greenway                                                          
     --------------                                                          
     Mortgage payable, bearing interest at 10.4% per annum,                  
         payments made on a monthly basis with the last                      
         payment due July 1, 2011; collateralized by first                   
         mortgage on land and buildings                             9,611,000
     Mortgage payable, bearing interest at 9.75% per annum,                  
         payments made on a monthly basis with the last                      
         payment due December 1, 1996; collateralized by                     
         second mortgage on land and buildings                      6,037,000
     CM/CP Greenbriar                                                        
     ----------------                                                        
     Mortgage payable, bearing interest at 9.5% per annum,                   
         payments made on a monthly basis with the last                      
         payment due May 1, 2003; secured by the land and                    
         building at the shopping center                           40,350,000
     CM/CP Bull Run                                                          
     --------------                                                          
     Mortgage payable, bearing interest at 8.0% the first                    
         year, 8.5% the second year, and 9.0% the third year,                
         principal due May 21, 1996; secured by the land and                 
         building at the shopping center.                           9,750,000
                                                                 ------------

Total                                                              81,697,000
Current portion of mortgage payable                                   988,000
                                                                 ------------
Mortgage payable                                                 $ 80,709,000
                                                                 ============

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DART GROUP CORPORATION AND SUBSIDIARIES 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

YEARS ENDED JANUARY 31, 1994, 1993 and 1992 

(8) CABOT-MORGAN REAL ESTATE COMPANY (Continued):                               

    Maturities of the mortgages payable as of January 31, 1994 are as follows:

                                                                · Download Table

Fiscal                                 Mortgage 
 Year                                  Payable  
------                               -----------

                                                
 1995                                    988,000
 1996                                  1,140,000
 1997                                 16,587,000
 1998                                  1,182,000
 1999                                  1,297,000
 2000 - 2011                          60,503,000
                                     -----------
 Total                               $81,697,000
                                     ===========

Description of Leasing Arrangements                                   

Renewal options are available to the majority of the tenants of CMREC 
properties and the leases require payment of contingent rentals and license     
fees based on sales in excess of specified minimums.  The net book value of the 
property held for lease by CMREC included in land, building and leasehold       
improvements on the accompanying balance sheet at January 31, 1994 was          
$156,714,000 and the mortgage payable (current and long-term) of $81,697,000 is 
in connection with these CMREC assets.                                          

    The following is a schedule by fiscal year of future minimum rental income
under these leases having initial or remaining terms in excess of one year at   
January 31, 1994.                                                               

                                                                · Download Table

Fiscal                                            
 Year                        Minimum Rental Income
------                       ---------------------

                                                  
 1995                                 14,705,000  
 1996                                 14,062,000  
 1997                                 13,048,000  
 1998                                 11,450,000  
 1999                                 10,853,000  
 2000 - 2011                          49,735,000  
                                    ------------  

 Total                              $113,853,000  
                                    ============  

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DART GROUP CORPORATION AND SUBSIDIARIES 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

YEARS ENDED JANUARY 31, 1994, 1993 and 1992 

(9)  RESTRUCTURING CHARGE                                                       

Trak Auto                                                             

    During the year ended January 30, 1993, Trak Auto recorded a restructuring
charge of $7,400,000, before income taxes.  The restructuring charge is divided 
into two categories consisting of the estimated cost of relocating or expanding 
an estimated 126 stores to Super Trak stores and discontinuing operations in an 
estimated 38 stores.  The restructuring charge for the two components consists  
of unrecoverable lease obligations (rent, real estate taxes and common area     
charges) after the projected closing date of the store or upon remodel or       
expansion, the write-off of leasehold improvements and costs associated with    
changing store fixtures for new product lines and cost associated with          
inventory conversion, as follows:                                               

                                                                · Download Table

                            Lease                        Fixtures & 
Category#          Stores  Obligations    Leaseholds     Inventories
---------          ------  -----------    ----------     -----------

                                                                    
Relocation or                                                       
Expansion to                                                        
Super Trak         126     $3,560,000     $    -          $1,000,000

Discontinued        38      2,780,000          60,000         -     
                   ---     ----------     -----------     ----------
                   164     $6,340,000     $    60,000     $1,000,000

 The above lease obligations are for basic lease terms of from one to 74
months.  In the case of relocations/expansions, the reserve has been estimated  
at 50% of the total lease obligations because Trak Auto believes that certain   
alternatives to abandonment may be available.  These alternatives include       
leasing different or additional space from the same landlord, subletting the    
existing space, lease termination and lease buy-out.  Therefore, no provision   
for leasehold improvement write-off has been made, and only one-half of the     
full lease obligation has been provided.                                        

The amount of unrecoverable lease costs relating to properties under  
related party leases is approximately $823,000.                                 

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DART GROUP CORPORATION AND SUBSIDIARIES 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

YEARS ENDED JANUARY 31, 1994, 1993 and 1992 

(9)  RESTRUCTURING CHARGE (Continued):                                          

 During the year ended January 29, 1994, Trak Auto charged approximately
$600,000 against the restructuring reserve, primarily for the write-off of the  
net book value fixed assets in stores that were converted to Super Traks.       

   The following table indicates the fiscal years in which the restructuring
reserve is expected to be utilized.                                             

                                                                · Download Table

Fiscal Year          Amount  
-----------        ----------
                             
     1994          $  600,000
     1995             600,000
     1996           3,000,000
     1997           2,390,000
     1998             505,000
     1999-2001        305,000
                   ----------
                   $7,400,000

Crown Books                                                           

During the year ended January 30, 1993, Crown Books recorded a        
restructuring charge of $6,600,000 before income taxes.  The charge includes    
the anticipated costs associated with closing, relocating, expanding and        
converting existing stores to the Super Crown Books concept.  These costs are   
primarily unrecoverable lease obligations and the remaining book value of       
leasehold improvements from the estimated closing date.  During the year ended  
January 29, 1994, Crown Books charged approximately $840,000 against this       
reserve.                                                                        

    Crown Books continues to test various concepts (principally related to the
size of the store) in its Super Crown Books prototypes.  As a result of these   
test stores, Crown Books has determined that a number of the smaller Super      
Crown Books stores opened in previous years (typically 6,000 - 10,000 square    
feet) are not a competitive format in the current environment.  These stores    
have been negatively impacted by the industry's roll out of larger stores.      

 Accordingly, Crown Books recorded an additional restructuring charge of
$6,200,000 in the year ended January 29, 1994, representing the anticipated     
costs (unrecoverable lease costs and the remaining book value of leasehold      
improvements and store fixtures subsequent to management's estimate of the      
stores' closing dates) associated with closing, relocating and converting these 
smaller Super Crown Books stores to the new, larger Super Crown Books           
prototype.                                                                      

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DART GROUP CORPORATION AND SUBSIDIARIES 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

YEARS ENDED JANUARY 31, 1994, 1993 and 1992 

(9)  RESTRUCTURING CHARGE (Continued):                                          

The restructuring reserve as of January 29, 1994 of approximately     
$11,960,000 is comprised of the following components:                           

                                                                · Download Table

                                             Lease              Leaseholds
   Year Ended               Stores         Obligations          & Fixtures
-----------------           ------         -----------          ----------

                                                                          
January 30, 1993               26          $ 5,150,000          $  610,000
January 29, 1994                7            5,100,000           1,100,000
                            ------         -----------          ----------
                               33          $10,250,000          $1,710,000

The above lease obligations are for primary terms from 16 to 126 months.

The amount of unrecoverable lease costs relating to properties under  
related party is approximately $708,200.                                        

   The following table indicates the fiscal years in which the restructuring
reserve is expected to be utilized.                                             

                                                                · Download Table

Fiscal Year          Amount   
-----------      -------------
                              
    1994         $     840,000
    1995             1,305,000
    1996             2,392,000
    1997             2,587,000
    1998             1,984,000
    1999 to 2005     3,692,000
                 -------------
                 $  12,800,000
                 =============

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DART GROUP CORPORATION AND SUBSIDIARIES 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

YEARS ENDED JANUARY 31, 1994, 1993 and 1992 

(10) INTEREST OF MANAGEMENT AND OTHERS IN CERTAIN TRANSACTIONS                  
(See Notes 4 and 8):                                                  

Leasing Agreements                                                    

   The Corporation's subsidiaries, Trak Auto, Crown Books, Shoppers Food and
Total Beverage lease certain real property from CMREC and Haft family owned     
partnerships.  The leased properties consist of 54 stores and four warehouses.  
These leases provide for various termination dates, which, assuming renewal     
options are exercised, range from 1994 to 2033 and require the payment of       
minimum rentals aggregating approximately $318,932,000 to the lease expiration  
dates.  Minimum rentals under these leases are approximately $115,203,000 to    
the expiration of their original terms.  Certain of these leases also require   
the payment of a percentage of sales in excess of a stated minimum, as well as  
real estate tax increases.                                                      

  Prior to January 29, 1994, the outside members of the board of directors
of the Corporation, Trak Auto and Crown Books approved each related party       
lease.  After January 29, 1994, the Real Estate Committee (composed of one      
independent director) of the Board of Directors approves these transactions.    
The board of directors are provided with a fairness opinion attesting that the  
proposed lease is representative of market rent for the subject property.  Haft 
family members do not vote on these leases.                                     

Employment Agreement                                                  

The Corporation has ten-year employment agreements with Mr. Herbert H.
Haft and Mrs. Gloria G. Haft, which are automatically extended for an           
additional year on each January 31 in the absence of an election not to extend  
the contract.  The agreements provide for salaries for Mr. and Mrs. Haft of     
$1,281,000 and $195,000, $1,154,000 and $177,000, $1,038,000 and $161,000,      
respectively for the years ended January 31, 1994, 1993 and 1992, respectively, 
with certain annual cost of living increases based on the CPI (with a minimum   
increase of 10% annually plus $12,000 for Mr. Haft and 10% annually for Mrs.    
Haft).  Both Mr. Haft and Mrs. Haft elected not to receive the increases in     
fiscal  1993 and 1992 and therefore their annual salaries remained at $933,000  
and $146,000, respectively, for those years.  In addition, the agreements       
provide life insurance coverage and certain other benefits.  Mr. Haft's         
agreement also provides for an annual bonus equal to 1-1/2% of the Company's    
consolidated pretax profit not reduced as a result of transactions which are    
not ordinary, while Mrs. Haft's agreement provides for an annual bonus equal to 
3/8 of 1% of the Company's consolidated pretax profit.  Further, the            
Corporation has agreed to lend to Mr. Haft the funds necessary to purchase a    
$3,000,000 life insurance policy on his life or on the life of Mrs. Haft or any 
combination thereof, at his discretion.  The Corporation has also agreed to     
lend Mrs. Haft the funds necessary to purchase a $1,000,000 life insurance      
policy on her life.  At January 31, 1994, Mr. Haft had purchased a $1,000,000   
life insurance policy on the life of Mrs. Haft.  Mr. Robert M. Haft (the        
Corporation's former President and Chief Operating Officer) had purchased       
two $3,000,000 life insurance policies on his life under similar terms with     
funds                                                                           

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DART GROUP CORPORATION AND SUBSIDIARIES 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

YEARS ENDED JANUARY 31, 1994, 1993 and 1992 

(10) INTEREST OF MANAGEMENT AND OTHERS IN CERTAIN TRANSACTIONS                  
(See Notes 4 and 8) (Continued):                                      

loaned by the Corporation and Crown Books.  At January 31, 1994, the loan       
balance for these policies was approximately $288,000 and $477,000 for Herbert  
H. Haft and Robert M. Haft respectively, and was collateralized by the cash     
surrender values.  The Corporation has elected not to charge interest on these  
loans.                                                                          

  Herbert H. Haft's agreement provides for a supplemental bonus related to
years beginning February 1, 1984 based on certain performance criteria for the  
three year period ended January 31, 1985 and each three-year period thereafter. 
The supplemental bonus payable to him equals the greatest of (i) 3% of the      
increase in the aggregate market value of the Class A Common Stock on the last  
day of the three-year period over such market value on the first day of such    
period; (ii) 3% of any excess in consolidated stockholders' equity (based on    
generally accepted accounting principles) on the last day of the three-year     
period over such stockholders' equity on the first day of such period; (iii) 3% 
of the aggregate consolidated net income during the three-year period; and (iv) 
his base salary and annual bonus for the last year of the three-year period.    
The amount accrued under this supplemental bonus plan was approximately         
$1,531,000 for the three years ended January 31, 1994.  The annual bonuses      
accrued for Herbert and Gloria Haft for the year ended January 31, 1994 was     
approximately $129,000 and $32,000, respectively.  Mr. Herbert H. Haft may      
elect to receive all or part of the compensation in the future in the form of   
an option for shares of the Corporation's Class A Common Stock or defer         
receipt of such income.                                                         

  On August 1, 1993, the Board of Directors of the Corporation approved an
employment agreement with Ronald S. Haft (the "Agreement"), pursuant to which   
he was employed by the Corporation as its President and Chief Operating Officer 
for a term initially ending on January 31, 1997.  The term is to be extended    
for one year on each February 1, that Ronald S. Haft is employed under the      
Agreement.  Ronald S. Haft's annual base salary is $400,000 and shall be        
increased annually effective February 1, 1995 and each February 1 through the   
term of the agreement based on review and performance appraisal by the          
Corporation's Board of Directors.  The Agreement provides for a supplemental    
bonus beginning February 1, 1994 and ending January 31, 1997 with terms similar 
to Mr. Herbert H. Haft's supplemental bonus and provides for an annual bonus    
equivalent to Mr. Herbert H. Haft's.  The annual bonus accrued for Ronald S.    
Haft for the year ending January 31, 1994 was approximately $129,000.  Mr.      
Ronald S. Haft may elect to receive all or part of the compensation in the      
future in the form of an option for shares of the Corporation's Class A Common  
Stock or defer receipt of such income.                                          

In fiscal 1988, the Corporation's Board of Directors concluded that it
would be appropriate for Herbert H. Haft and Robert M.  Haft each to            
participate individually in acquisitions of other companies by the Corporation  
on the same terms and conditions as management of the acquired company might    
participate or by the purchase of each of ten percent (10%) of the              
Corporation's interest in the acquired company on an equivalent basis as is     
paid by the Corporation.                                                        

The Corporation's interest in Shoppers Food is held through a wholly

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DART GROUP CORPORATION AND SUBSIDIARIES 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

YEARS ENDED JANUARY 31, 1994, 1993 and 1992 

(10) INTEREST OF MANAGEMENT AND OTHERS IN CERTAIN TRANSACTIONS                  
(See Notes 4 and 8) (Continued):                                      

owned subsidiary, Dart/SFW Corp.  In fiscal 1990, the Corporation granted both  
Herbert H. Haft and Robert M. Haft an option to purchase up to ten shares of    
the common stock of Dart/SFW Corp., or 10 percent of such stock on a fully      
diluted basis, for approximately $192,688 per share.  Each such option is       
exercisable in whole or in part during the period beginning on August 8, 1994   
and ending on August 8, 2004; provided that such options become immediately     
exercisable in the event of a Major Business Change (as defined in the option   
agreement) and for a period of ten years thereafter.  At any time within three  
years after receipt of the Dart/SFW shares pursuant to the exercise of an       
option, Herbert Haft or Robert Haft, as the case may be, may require the        
Corporation to purchase all or part of such shares at their then fair market    
value, as determined by an independent appraiser selected by the Corporation's  
Board of Directors.  Pursuant to agreements dated January 11, 1990, Herbert H.  
Haft assigned and transferred his option to acquire ten shares of Dart/SFW      
Corp. to his two children, Ronald S. Haft and Linda G. Haft, and Robert M. Haft 
assigned and transferred his option to acquire six shares of Dart/SFW Corp to   
Trusts established for the benefit of his two children, Michael A. Haft and     
Nicholas G. Haft.                                                               

Incentive Stock Agreement                                                       

    In fiscal 1990, Crown Books entered into an incentive stock agreement with
Robert M. Haft, the former President of Crown Books.  Under the terms of the    
agreement, Crown Books issued 100,000 shares of stock to Mr. Haft in return for 
a non-interest bearing promissory note, discounted at an 11% effective interest 
rate, of $203,750, due January 2, 2004.  The agreement provides that the stock  
certificate representing the 100,000 shares state that  the shares are subject  
to certain transfer restrictions.  Crown Books has the right, expiring ratably  
over the period from January 2, 1999 to January 2, 2001, to repurchase all or a 
portion of the shares, subject to certain conditions, in the event Mr. Haft     
voluntarily terminated employment with Crown Books.   Crown Books believes that 
conditions exist which so entitle Crown Books to exercise its right to purchase 
all or part of the shares issued to Mr. Haft under the agreement at their       
original issuance price.  This matter is in litigation discussed below.  As of  
January 31, 1994, Crown Books had not elected to exercise its right under the   
agreement to purchase the shares.  Purchase of the shares issued to Mr. Haft    
would result in Crown Books recording a pre-tax gain of approximately $900,000  
(on a consolidated basis $462,000 after minority interest) reflecting recovery  
of compensation previously recognized by Crown Books.                           

In August 1993, Robert M. Haft filed a lawsuit in the United States   
District Court for the District of Delaware styled Robert M. Haft v. Dart Group 
et al.  (see Note 6 to the Consolidated Financial Statements).  Robert M. Haft  
seeks, among other requests, that Crown Books reissue to Robert M. Haft the     
stock certificate representing the 100,000 shares without any stated            
restrictions on the use or transfer of the shares.  Reissuance of the shares    
without restriction would result in Crown Books recording a pre-tax loss of     

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

YEARS ENDED JANUARY 31, 1994, 1993 and 1992 

approximately $1,300,000 (on a consolidated basis $668,000 after minority       
interest) reflecting the write-off of deferred compensation recorded in Crown   
Books financial statements on January 31, 1994.                                 

(11)  MINORITY INTERESTS:                                                       

The $140,637,000 of minority interests reflected in the Consolidated  
Balance Sheet as of January 31, 1994 represents the portion of real estate      
partnerships' equity owned by the Haft family partnerships, the portion of Trak 
Auto and Crown Books equity owned by the public shareholders of Trak Auto and   
Crown Books, respectively, and the portion of Shoppers Food equity owned by the 
shareholders of Shoppers Food (other than the Corporation).  Income attributed  
to the minority shareholders of Trak Auto was $27,000, $1,529,000 and $655,000  
for the years ended January 31, 1994, 1993 and 1992, respectively.  Income      
(loss) attributed to the minority shareholders of Crown Books was $(101,000),   
$2,014,000, and  $4,825,000 for the years ended January 31, 1994, 1993 and      
1992, respectively. Income attributed to the minority ownership of Shoppers     
Food for the year ended January 31, 1994, 1993 and 1992 was $6,203,000,         
$4,120,000, and $6,189,000, respectively.  Income (loss) attributed to the      
minority ownership of real estate partnerships was $383,000, $1,003,000, and    
$133,000 for the years ended January 31, 1994, 1993 and 1992, respectively.     

(12)  STOCK OPTION PLANS:                                                       

Dart Group Corporation 1992 Stock Option Plan                         

The Corporation has adopted a stock option plan (the "1992 Plan") for 
officers, key employees and directors.  The total number of shares that may be  
issued under the 1992 Plan is 400,000 and the 1992 Plan will terminate June 2,  
2002.  Options granted pursuant to the 1992 Plan may be incentive stock         
options, as defined in Section 422 of the Internal Revenue Code or may be       
non-qualified options.  Based on options outstanding at January 31, 1994, the   
maximum shares issuable under options exercisable over the next five years are: 
19,207 in 1995, 41,332 in 1996, 45,750 in 1997 and 1998 and 32,000 in 1999.     

Information concerning stock options under the 1992 Plan is as follows:         

                                                                · Download Table

                                       No.  of           Option Price 
                                       Shares             Per Share   
                                      --------         ---------------
                                                                      
Outstanding at January 31, 1992           -            $       -      
  Granted                               28,750           74.00 - 81.00
                                      --------         ---------------

Outstanding at January 31, 1993         28,750           74.00 - 81.40
  Granted                               32,000           81.50 - 89.65
  Exercised                             (1,500)                  74.00
  Expired                              (13,500)          74.00 - 81.40
                                      --------         ---------------

Outstanding at January 31,1994          45,750         $ 74.00 - 89.65
                                      ========         ===============

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DART GROUP CORPORATION AND SUBSIDIARIES 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

YEARS ENDED JANUARY 31, 1994, 1993 and 1992 

(12)  STOCK OPTION PLANS (Continued):                                           

Options for 352,750 shares remain available for grant and 4,583 options 
were exercisable at January 31, 1994.                                           

Dart Group Corporation 1981 Stock Option Plan                         

 The Corporation has a 1981 stock option plan (the "1981 Plan") in which
directors, officers and key employees participate.  Based on outstanding        
options, on January 31, 1993 the maximum number of shares subject to options    
exercisable in each of the next three years is 42,500 in 1995, 28,750 in 1996   
and 15,000 in 1997.  The 1981 Plan terminated December 4, 1991 and no more      
options may be granted under the 1981 Plan.                                     

Information concerning stock options under the 1981 Plan is as follows:         

                                                                · Download Table

                                       No.  of           Option Price 
                                       Shares             Per Share   
                                      --------         ---------------
                                                                      
Outstanding at January 31, 1992        204,838         $ 65.00 -104.50
  Exercised                             (1,268)          68.25 - 77.25
  Expired                              (94,320)          68.25 - 75.08
                                      --------         ---------------

Outstanding at January 31, 1993        109,250           65.00 -104.50
  Exercised                             (5,250)          65.00 - 77.25
  Expired                              (61,500)          65.00 -104.50
                                      --------         ---------------

Outstanding at January 31,1994          42,500         $ 65.00 -104.50
                                      ========         ===============

  At January 31, 1994 there were 36,746 options exercisable under the 1981
Plan.                                                                           

   The Board of Directors of the Corporation has authorized certain officers
and directors of the Corporation to apply for loans from the Corporation to     
exercise their vested stock options.  Under the plan approved by the board, the 
loans must bear interest at the prime rate, adjusted annually, must be secured  
by all of the stock acquired by exercise of the options, must be repaid out of  
the first proceeds of sale of stock or at the end of three years, whichever is  
earlier, and the borrower must demonstrate to the Corporation's chief financial 
officer both that it would be difficult to dispose of the number of shares on   
the open market and that he or she presents a reasonable credit risk to the     
Corporation.  The Board of Directors for both Trak Auto and Crown Books have    
authorized such loans to certain officers and directors of Trak Auto and Crown  
Books.                                                                          

In May 1983, the Corporation adopted an executive non-qualified stock 
option Plan (the "Plan"), amended in September 1983, which provides that a      
total of 199,500 shares of Class A Common Stock may be issued.  Options for     
177,500 shares were granted under this Plan when it was adopted.  The exercise  
price at the time of the grant was equal to 100% of the fair market value       
($82.50 per share) of the Class A Common Stock.  The Plan provides that in the  

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DART GROUP CORPORATION AND SUBSIDIARIES 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

YEARS ENDED JANUARY 31, 1994, 1993 and 1992 

(12)  STOCK OPTION PLANS (Continued):                                           

event of a "major business change" the exercise price of options held by        
persons who are employees of the Corporation on the day immediately preceding   
such a change is reduced to $20.00 per share.  The sale of the Corporation's    
drug store division in 1985 constituted  a major  business change  as defined   
by the  Plan.  Accordingly, outstanding options for 154,500 shares are          
exercisable at $20.00 per share and options for 3,990 shares are exercisable at 
$82.50 per share.  Options granted under the Plan are exercisable until 1998.   
The Corporation may lend to each optionee, without interest, as long as he/she  
is an employee of the Corporation, the funds necessary to exercise the options  
until the earlier of three years, the sale of the shares thereby acquired or    
termination of the optionee's association with the Corporation or the           
Corporation may permit the optionee to pay for the shares acquired on exercise  
with shares of the Corporation's Class A Common Stock valued at the market      
price on the date of exercise.  The options are only transferable by will or by 
the laws of descent and distribution.  Options for 100, and 2,000 shares were   
exercised during the fiscal years ended January 31, 1993 and 1992,              
respectively.  No options were exercised in fiscal 1994.                        

In September 1987, the Corporation adopted the 1987 Executive         
Non-Qualified Stock Option Plan ("1987 Plan").  The 1987 Plan provides for the  
grant of options to purchase, in the aggregate, 199,500 shares of Class A       
Common Stock and granting to each of Herbert H. Haft and Robert M. Haft options 
to purchase 99,750 shares of Class A Common Stock at an exercise price of       
$148.50 per share, or fair market value at the time of the grant.  (On December 
9, 1987, when the 1981 Plan exercise prices were reduced, the exercise price    
for the 1987 Plan was reduced to $68.25 per share.)  The 1987 Plan provides     
that in the event of a "major business change" the exercise price of options    
held by persons who are employees of the Corporation on the day immediately     
preceding such change is reduced to $36.00 per share.  (On December 9, 1987,    
the exercise price in the event of a "major business change", which has not     
occurred, was reduced to $16.40 per share.)  Options granted under the 1987     
Plan are exercisable on or after April 1, 1988 and prior to September 30, 2002. 
The Corporation may lend to each optionee, without interest, as long as he is   
an employee of the Corporation, the funds necessary to exercise the options     
until the earlier of three years, the sale of the shares thereby acquired or    
termination of the optionee's association with the Corporation or the           
Corporation may permit the optionee to pay for the shares acquired on exercise  
with shares of the Corporation's Class A Common Stock valued at the market      
price on the date of exercise.  The options are only transferable by will or by 
the laws of descent and distribution.                                           

Stock options granted for Trak Auto and Crown Books would not, if     
exercised, have a material dilutive effect on the Corporation's equity interest 
in those entities.                                                              

    Stock options granted for Crown Books would, if all were exercised, reduce
the Corporation's ownership percentage to 48.9%.                                

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DART GROUP CORPORATION AND SUBSIDIARIES 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

YEARS ENDED JANUARY 31, 1994, 1993 and 1992 

(13)  EMPLOYEES' PROFIT-SHARING PLAN                                            

The Corporation, Trak Auto and Crown Books maintain separate          
non-contributory profit-sharing plans for all full-time employees with one year 
of continuous employment.  Annual contributions to the plans are based on a     
discretionary percentage of net income, as defined in the respective plan, and  
as determined by the respective board of directors.  Contributions are          
allocated to individual employees based on each employee's salary in relation   
to the total salaries of all eligible employees.  Contributions paid or accrued 
for the Corporation's, Trak Auto's and Crown Books' plans for the years ended   
January 31, 1994, 1993 and 1992 were $400,000, $1,175,000, and $870,000,        
respectively.                                                                   

Shoppers Food maintains a non-contributory profit sharing plan with   
discretionary contributions to qualified employees.  Generally, employees who   
complete one year of service are eligible to participate in the plan.  The      
Board of Directors of Shoppers Food authorized contributions of $300,000 to the 
plan for the 1993 plan year.  No contribution was authorized for the 1992 plan  
year.                                                                           

(14)  14% SUBORDINATED DEBENTURES:                                              

    During the years ended January 31, 1993 and 1992, the Corporation redeemed
its outstanding 14% Subordinated Debentures in face amounts of $29,120,000 and  
$75,000,000, respectively.  The after tax losses associated with these          
redemptions, including unamortized discount and issue costs, $885,000 and       
$1,589,000 have been classified as an extraordinary item.  As of January 31,    
1993, all of the Corporation's debentures had been redeemed.                    

(15) UNUSUAL ITEM:                                                              

  Trak Auto had 15 stores substantially damaged or completely destroyed in
the Los Angeles civil disturbances in May of 1992.  Eleven of these stores have 
subsequently reopened and four remain closed.  At January 31, 1993, Trak Auto   
had received payments from insurance carriers of approximately $6,400,000 and   
recorded a receivable of an additional $3,600,000 which represent settlement of 
Trak Auto's insurance claims.  Trak Auto received these funds during the first  
quarter of fiscal 1994.  The payment and receivable, less related expenses and  
the cost of the related inventory and fixed assets lost, have been recorded as  
a gain, classified as an unusual item during the year ended January 31, 1993.   

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DART GROUP CORPORATION AND SUBSIDIARIES 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

YEARS ENDED JANUARY 31, 1994, 1993 and 1992 

(16) SEGMENT INFORMATION:                                                       

   The Company's four primary business segments are retail specialty, retail
grocery, a real estate company and a financial company.  The following is a     
summary of selected consolidated information for the business segments during   
January 31, 1994, 1993 and 1992:                                                

                                                                · Download Table

                                                (in thousands)              
                                             Year Ended January 31,         
                                   ---------------------------------------- 
                                       1994          1993          1992     
                                   ------------  ------------  ------------ 

                                                                            
Revenue:                                                                    
  Retail, specialty                $    614,558  $    561,249  $    557,311 
  Retail, grocery and beverage          739,081       692,595       614,772 
  Real estate                            19,011        14,339         9,534 
  Financial company                       2,588         4,152        11,771 
  Other                                   1,305           342         1,760 
                                   ------------  ------------  ------------ 
                                      1,376,543  $  1,272,677  $  1,195,148 
                                   ============  ============  ============ 

Income from operations:                                                     
  Retail, specialty                $       (670) $      8,101  $     19,229 
  Retail, grocery and beverage           14,680        13,784        19,712 
  Real estate                             8,458         6,859         3,175 
  Financial company (1)                   2,322         3,253        10,263 
                                   ------------  ------------  ------------ 
  Total operating profit                 24,790        31,997        52,379 
                                   ------------  ------------  ------------ 
    Interest income                       6,813         6,122         7,986 
    Interest expense                    (13,513)      (10,412)       (9,125)
                                   ------------  ------------  ------------ 
  Earnings before                                                           
    unusual item and                                                        
    income taxes                   $     18,090  $     27,707  $     51,240 
                                   ============  ============  ============ 

Identifiable assets:                                                        
  Retail, specialty                $    389,426  $    330,537  $    304,837 
  Retail, grocery and beverage          136,839       117,143       111,071 
  Real estate                           172,808       160,332       126,599 
  Financial company                     226,803       224,411       221,808 
  Other (2)                            (122,978)     (110,044)      (67,920)
                                   ------------  ------------  ------------ 
                                   $    802,898  $    722,379  $    696,395 
                                   ============  ============  ============ 

(1)  Includes income from bankers' acceptances.                             
(2)  Includes consolidating eliminations and adjustments.                   

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DART GROUP CORPORATION AND SUBSIDIARIES 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

YEARS ENDED JANUARY 31, 1994, 1993 and 1992 

(16) SEGMENT INFORMATION (Continued):                                           

                                                                · Download Table

                                                (in thousands)             
                                             Year Ended January 31,        
                                   ----------------------------------------
                                       1994          1993          1992    
                                   ------------  ------------  ------------
                                                                           
Depreciation and Amortization                                              
Expense:                                                                   
  Retail, specialty                $     10,742  $      8,447  $      8,668
  Retail, grocery and beverage           11,587        12,127         9,020
  Real estate                             4,338         3,190         2,688
  Other                                   1,355         1,332         1,365
                                   ------------  ------------  ------------
                                         28,022  $     25,096  $     21,741
                                   ============  ============  ============

Capital Expenditures:                                                      
  Retail, specialty                $     27,403  $     11,655  $      7,733
  Retail, grocery and beverage            6,152         9,576        16,647
  Real estate                            12,491        29,555        55,968
  Other                                     193            67            19
                                   ------------  ------------  ------------
                                   $     46,239  $     50,853  $     80,367
                                   ============  ============  ============

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DART GROUP CORPORATION AND SUBSIDIARIES 

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (CONTINUED)

YEARS ENDED JANUARY 31, 1994, 1993 and 1992 

(17) INTERIM FINANCIAL DATA (Unaudited):                                        

  Selected interim financial data for the fiscal years ended 1994 and 1993
are as follows:                                                                 

                                                                · Download Table

                                -- In Thousands Except Per Share Data --   
Three months ended:       JANUARY 31,  OCTOBER 31,   JULY 31,     APRIL 30,
                             1994         1993         1993         1993   
                          ----------   ----------   ----------   ----------
                                                                           
Revenue                   $  390,282   $  331,512   $  334,538   $  320,211
Gross profit (1)              72,577       62,105       66,659       62,446
    Net Income (Loss) (3) $   (7,282)  $     (687)  $      682   $      550
                          ==========   ==========   ==========   ==========

Earnings per share                                                         
    Net Income (Loss) (2) $    (3.98)  $     (.44)  $      .28   $      .24
                          ==========   ==========   ==========   ==========

                                                                · Download Table

Three months ended:       JANUARY 31,  OCTOBER 31,   JULY 31,    APRIL 30, 
                             1993         1992         1992         1992   
                          ----------   ----------   ----------   ----------
                                                                           
Revenue                   $  345,826   $  311,975   $  314,463   $  300,413
Gross profit (1)              68,019       60,457       56,648       60,424
Income (Loss) before                                                       
  extraordinary items         (1,603)       1,693        1,040        2,379
Extraordinary items (3)         -            -            (885)        -   
Cumulative effect of                                                       
  change in accounting                                                     
  principle                     -            -            -           1,135
                          ----------   ----------   ----------   ----------
    Net Income (Loss)     $   (1,603)  $    1,693   $      155   $    3,514
                          ==========   ==========   ==========   ==========

Earnings per share                                                         
Income (Loss) before                                                       
  extraordinary items                                                      
  and in accounting                                                        
  principle                     (.87)  $      .93   $      .57   $     1.30
Extraordinary items             -            -            (.48)        -   
Cumulative effect of                                                       
  change in accounting                                                     
  principle                     -            -            -             .61
                          ----------   ----------   ----------   ----------
    Net Income (Loss) (2) $     (.87)  $      .93   $      .09   $     1.91
                          ==========   ==========   ==========   ==========

(1)  After deduction for cost of sales, store occupancy and warehousing         
expenses.                                                             
(2)  The sum of these amounts does not equal the annual amount because of the   
changes in the average number of shares outstanding during the year.  
(3)  After deduction in 4th Quarter for restructuring charge.                   

  Financial data for the year ended January 31, 1994, has been restated to
reflect the adoption of SFAS No. 109, Accounting for Income Taxes, effective    
February 1, 1992.                                                               

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Item 9.   Changes in and Disagreements with Accountants on Accounting and       
Financial Disclosure                                        

Inapplicable.                                                           

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PART III

Item 10.  Directors and Executive Officers of the Registrant                    

 The directors and executive officers of the Corporation are as follows.

                                                                · Download Table

Name                   Age       Position with the Registrant         
----                   ---       ----------------------------         

                                                                      
Herbert H. Haft        73        Chairman of the Board of Directors   
                                    and Chief Executive Officer       

Ronald S. Haft         35        President, Chief Operating Officer   
                                    and Director                      

Ron Marshall           40        Senior Vice President and            
                                    Chief Financial Officer           

Dennis N. Weiss        48        Executive Vice President, Real Estate

Bonita Wilson          52        Director                             

Douglas Bregman        44        Director                             

H. Ridgely Bullock     60        Director                             

Larry G. Schafran      55        Director                             

    Directors are elected annually by the holders of the Class B Common Stock.
All of the foregoing officers have served in the positions stated in the        
previous table for more than five years, except as stated below.  Officers      
serve at the discretion of the Board of Directors.                              

Mr. Herbert H. Haft, the founder of the Corporation, has been Chief   
Executive Officer and Chairman of the Board of the Corporation since 1960.  He  
was Co-Chairman or Chairman of the Board of Directors of Crown Books from its   
organization until December 1991, when he became Chairman of the Executive      
Committee.  Mr. Haft became Chairman of the Board of Directors of Crown Books,  
again, in June 1993.  Mr. Haft has been Chairman of the Board of Directors and  
Chief Executive Offficer of Trak Auto since its organization in March 1983.     
Mr. Haft has been a director of Shoppers Food since April 1989.                 

    Mr. Ronald S. Haft joined the Corporation as President and Chief Operating
Officer August 1, 1993.  Prior to joining the Corporation, Mr. Haft was         
President of Combined Properties, Inc., a real estate management company, from  
1984, and continues to hold that position.  Mr. Haft has been a director of the 
Corporation, Trak Auto, Crown Books and Shoppers Food since July 28, 1993.      

Mr. Marshall joined the Corporation in November 1991 as Senior Vice   
President and Chief Financial Officer.  At the same time he was appointed       
Treasurer and Principal Financial Officer of Trak Auto and Treasurer and Chief  
Financial Officer of Crown Books.  Prior to joining the Corporation, Mr.        
Marshall was Chief Financial Officer at Barnes and Noble Bookstores Inc., a     
national retailer of college bookstores, from 1988 to 1991.  Prior to that, he  
was Vice President of Finance at The Office Place Inc., a subsidiary of NBI,    
Inc.                                                                            

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Item 10.  Directors and Executive Officers of the Registrant - Continued        

Mr. Weiss joined the Corporation in August 1981, as Director of Real  
Estate.  He was appointed Vice President, Real Estate, in June 1983, Senior     
Vice President, Real Estate, in September 1986, and Executive Vice President,   
Real Estate in December 1987.                                                   

Ms. Bonita A. Wilson has been a retailing executive with Saks Jandel
since February 1994.  Prior to that she was a retailing executive with the May  
Company.   Ms. Wilson serves on the board of directors of Wedgewood Financial   
Management, Inc.  Ms. Wilson was elected to serve as a director of the          
Corporation since June 1993 and was elected to be a director of Trak Auto and   
Crown Books on June 30, 1993.                                                   

   Mr. Douglas M. Bregman is a partner in the law firm of Bregman, Berbert &
Schwarts, specializing in commercial real estate law.  Mr. Bregman is also an   
Adjunct Professor of Law at the Georgetown University Law Center.  Mr. Bregman  
was elected to serve as a director of the Corporation since June 1993 and was   
elected to be a director of Trak Auto and Crown Books on June 30, 1993.         

   Mr. H. Ridgely Bullock is president of Montchanin Management Corporation,
a management and financial consulting firm, and president and director of       
Michel Vineyards.  Mr. Bullock is an attorney in New York.  Mr. Bullock         
previously served as chairman and chief executive officer of Bank of New        
England Corporation and UniDynamics Corporation.  Mr. Bullock was elected a     
director of the Corporation, Trak Auto and Crown Books on December 20, 1993.    

Mr. Larry G. Schafran is managing general partner of L.G. Schafran and
Associates, a New York based investment advisory firm, and is a director of     
Publicker Industries, Inc., Capsure Holdings, Corp. and OXIGENE, Inc.  Mr.      
Schafran has previously held the positions of vice president and director of    
Webb & Knapp, Inc. and its successor General Property Corp.  Mr. Schafran was   
elected a director of the Corporation, Trak Auto and Crown Books on December    
20, 1993.                                                                       

The other officers of the Corporation are:                                      

Mr. Robert F. Ampula rejoined the Corporation in November 1988 as Vice
President, Information Services, a position he held from January 1985 until     
July 1986.  Prior to rejoining the Corporation he was most recently with Coca   
Cola Enterprises.                                                               

   Mr. Elliot R. Arditti joined the Corporation in January 1984 as Associate
Counsel.  He was appointed Assistant Vice President, Corporate Counsel in       
September 1986 and Vice President, Corporate Counsel in December 1987.  Prior   
to joining the Corporation, he was an associate with the law firm of Pascal,    
Weiss, Peartree and Habbert.                                                    

Mrs. Gloria G. Haft is Vice President of the Corporation and was a    
director of the Corporation, Trak Auto and Crown Books until June 1993.         

Herbert H. Haft and Gloria G. Haft are husband and wife.  They are the
parents of Ronald S. Haft and Robert M. Haft.  There is no other family         
relationship between any director and executive officer of the Corporation.     

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Item 10.  Directors and Executive Officers of the Registrant - Continued        

   Section 16(a) of the Securities Exchange Act of 1934 (the "Exchange Act")
requires the Corporation's officers and directors, and persons who beneficially 
own more than ten percent of a registered class of the Corporation's equity     
securities, to file reports of ownership of the Corporation's securities and    
changes in such ownership with the Securities and Exchange Commission (the      
"SEC").  Officers, directors and ten percent shareholders are required by SEC   
regulations to furnish the Company with copies of all Section 16(a) forms they  
file.                                                                           

Based solely upon its review of such forms received by it, the Company
believes that during the fiscal year ended January 31, 1994, all filing         
requirements applicable to its officers, directors and ten percent shareholders 
were complied with, except that each of Herbert H. Haft, Robert M. Haft, Gloria 
G. Haft, Ron Marshall, Warren Tydings, Charles M. Farkas and Claudine B.        
Malone, did not file one Form 5 on a timely basis, reporting the granting       
of stock options on July 31, 1992 pursuant to the Corporation's stock option    
plan.  The granting of such options was reported by each such person, except    
Robert M. Haft and Warren Tydings (deceased), on Forms 5 filed on March 15,     
1994, or for Claudine B. Malone, on or about March 23, 1994.                    

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Item 11.  Executive Compensation                                                

Summary Compensation Table                                            

   The Summary Compensation Table is intended to provide an overview of both
annual and long-term compensation for each of Herbert H. Haft, Ronald S. Haft,  
Ron Marshall, Dennis N. Weiss, and Robert M. Haft (the "Executive Group").  It  
requires separate, line-by- line entries for compensation paid to each member   
of the Executive Group for the last three years, including compensation from    
subsidiaries.                                                                   

                                                                · Download Table

                                                      Long Term           
                                                      Compensation        
Payouts                      Annual Compensation      Awards              
-------                -----------------------------  -------------       
                                             Other                        
                                             Annual   Stock     All other 
Name of                                      Compen-  Options   Compen-   
Principal                                    sation   Granted   sation    
Position         Year  Salary($)  Bonus($)   ($) (1)    (#)     ($) (2)   
                 ----  ---------  ---------  -------  --------  ----------

                                                                          
Herbert H. Haft  1994  1,491,000    129,000  386,000    50,000      37,000
                 ----                                                     
Chief Executive  1993  1,183,000    246,000   61,000    40,000      43,000
                 ----                                                     
Officer          1992  1,183,000    139,000   61,000    40,000      39,000
                 ----                                                     

Ronald S. Haft   1994    185,000    129,000  128,000    30,000      15,000
                 ----                                                     
President (4)    1993       -          -        -         -           -   
                 ----                                                     
                 1992       -          -        -         -           -   
                 ----                                                     

Ron Marshall     1994    248,000     60,000    5,000     5,000       5,000
                 ----                                                     
Chief Financial  1993    233,000     50,000    6,000     1,500        -   
                 ----                                                     
  Officer (3)    1992     35,000       -        -        5,000        -   
                 ----                                                     

Dennis N. Weiss  1994    240,000       -        -        2,825       5,000
                 ----                                                     
Executive Vice   1993    229,000       -        -          750      10,000
                 ----                                                     
  President      1992    224,000       -        -          750       7,000
                 ----                                                     

Robert M. Haft   1994    599,000       -     357,000      -         57,000
                 ----                                                     
Former (4)       1993  1,134,000  1,371,000  251,000    40,000      72,000
                 ----                                                     
President        1992  1,134,000    399,000  251,000    40,000      73,000
                 ----                                                     

----------------                                                      
(1)     Includes Board of Directors fees.  Members of the Corporation, Trak 
     Auto and Crown Books Board of Directors are paid $15,000 per year
      (Trak Auto and Crown Books fees were increased from $10,000 during
        fiscal 1994).  Members of Dart Financial Board of Directors are paid
        $10,000 per year.  In addition, includes: $16,000 for Mr. Herbert H.
     Haft's auto usage; $206,000 for Mr. Robert M. Haft's compensation
      associated with the incentive stock agreement; cumulative Shoppers
      Food Board of Directors fees paid in fiscal 1994 to Mr. Herbert H.
        Haft, Mr. Ronald S. Haft and Mr. Robert M. Haft of $320,000, $96,000
   and $140,000, respectively, for three years ended 1994; and Mr.
Ronald S. Haft's and Mr. Marshall's auto allowance.         
(2)     Includes allocations to the accounts of certain members of the      
Executive Group pursuant to the Profit-Sharing Plans of the 
      Corporation and Subsidiaries and $32,000 and $52,000 to Herbert H.
    Haft and Robert M. Haft each year for interest on life insurance
loans.                                                      
 (3)     Mr. Marshall became Senior Vice President and Chief Financial Officer
of the Corporation in November 1992.                        
 (4)     Mr. Ronald S. Haft became President of the Corporation August 1, 1993
and Robert M. Haft's employment was terminated in June 1993.

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Item 11.  Executive Compensation - Continued                                    

Option Grants in Last Fiscal Year                                     

This table provides information with respect to grants of options for 
shares of the Corporation and Subsidiaries Common Stock, to the Executive Group 
during the prior fiscal year and the exercise or base price, expiration date    
and estimates of the potential realizable values of such options.               

                                                                · Download Table

                  Individual Grants                                           
   --------------------------------------------------------                   
                                                            Potential Real-   
                         % of Total                         izable Value at   
                         Options                            Assumed Annual    
                         Granted                            Rates of Stock    
                         to Emp-  Exer-                     Price Appreci-    
                         loyees   cise    Market            ation for Option  
            Options      in       or Base Price    Expir-       Term (5)      
            Granted      Fiscal   Price   Date of  ation    ----------------- 
   Name     (#) (5)      Year     ($/Sh)  Grant     Date    5% ($)    10% ($) 
   ----     -------      -------  ------  -------  -------  -------   ------- 

                                                                              
Herbert H.    1,115 (1a)   3.5    89.65   81.50   7/31/98     16,000    46,400
  Haft        8,885 (1b)  27.8    81.50   81.50   7/31/98    200,100   442,100
             20,000 (3)   16.6    23.00   23.00   7/31/98    127,000   280,800
             20,000 (4)   21.6    12.50   12.50   7/31/98     69,000   152,600

Ronald S.     1,115 (1a)   3.5    89.65   81.50   7/31/98     16,000    46,400
  Haft        8,885 (1b)  27.8    81.50   81.50   7/31/98    200,100   442,100
            197,048 (2)  100.0    89.65   81.50   8/01/08  2,831,600 8,199,200
             10,000 (3)    8.3    12.50   12.50   7/31/98     63,500   140,400
             10,000 (4)   10.8    23.00   23.00   7/31/98     34,500    76,300

Ron           2,500 (1)    7.8    81.50   81.50   7/31/98     56,300   124,400
  Marshall    1,250 (3)    1.0    23.00   23.00   7/31/98      7,900    17,600
              1,250 (4)    1.4    12.50   12.50   7/31/98      4,300     9,500

Dennis N.       800 (1)    2.5    81.50   81.50   7/31/98     18,000    39,800
  Weiss       1,250 (3)    1.0    23.00   23.00   7/31/98      7,900    17,600
                800 (4)     .9    12.50   12.50   7/31/98      2,800     6,100

Robert M.    NONE                                                             
  Haft                                                                        

-----------------                                                           
(1)     Represents options for Class A Shares                               
a.  Incentive Stock Options                       
b.  Nonqualified Stock Options                    
(2)     Represents options for Class B shares that Mr. Ronald S. Haft       
purchased for $985,000 exercisable on date of purchase.     
(3)     Represents options for Trak Auto Common Stock.                      
(4)     Represents options for Crown Books Common Stock.                    
(5)     Class A, Trak Auto and Crown Books options become exercisable over  
      time.  One-third will become exercisable one year from the date of
         grant, an additional one-third will become exercisable two years from
      the date of grant and the last third will become exercisable three
     years from the date of grant.  Options expire five years from the
      date of grant.  Options are granted at market price on the date of
     grant except for incentive stock options ("ISO's") granted to the
       Hafts which have been granted at 110% of market price.  All options
granted to                                                  

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Item 11.  Executive Compensation - Continued                                    

            executive officers are ISO's under the Internal Revenue Code
         except for 8,885 options for the Corporation's Class A Shares and all
        Trak Auto and Crown Books options to each of Herbert and Ronald Haft
        which are non-qualified options.  ISO's entitle the option holder to
   special tax treatment provided that the option holder satisfies
  certain holding periods with respect to shares acquired on the
exercise of options.  In general, if the holding periods are
       satisfied, the option holder will incur no taxable income by reason
      of exercise of the option, and the Corporation will not receive an
      income tax deduction by reason of the exercise.  The option holder
    will recognize gain or loss upon a subsequent sale of the common
         stock, based on the difference between the amount for which the stock
is sold, and the option price paid.                         
(6)     Potential realizable value is based on an assumption that the price 
        of the Common Stock appreciates at the annual rate shown (compounded
   annually) from the date of grant until the end of the five year
     option term.  These numbers are calculated based on the rules and
     regulations promulgated by the Securities and Exchange Commission
   and do not reflect the Company's estimate of future stock price
growth.                                                     

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Item 11.  Executive Compensation - Continued                                    

Aggregated Option Exercises in Last Fiscal Year and Fiscal Year-      
End Option Values                                                 

  This table provides information regarding the exercise of options during
the fiscal year and the number and value of unexercised options held at year    
end.                                                                            

                                                                · Download Table

                                                              Value of     
                                               Number of      Unexercisable
                                               Unexercised    In-the-Money 
                                               Options at     Options at   
                                               FY-End (#)     FY-End ($)   

                Shares Acquired    Value       Exercisable/   Exercisable/ 
Name            on Exercise (#)  Realized ($)  Unexercisable  Unexercisable
----            ---------------  ------------  -------------  -------------
                                                                           
Herbert H. Haft      -    (1)          -          139,749      2,453,000   
                                                   20,001        105,000   
                     -    (2)          -           49,998        115,000   
                                                   40,002         39,000   
                     -    (3)          -           29,999           -      
                                                   30,001           -      

Ronald S. Haft       -    (1)          -             -              -      
                                                   10,000         33,000   
                     -    (2)          -             -              -      
                                                   10,000           -      
                     -    (3)          -             -              -      
                                                   10,000           -      

Ron Marshall        2,250 (1)        39,000         1,582         25,000   
                                                    5,168         51,000   
                     -    (2)          -             -              -      
                                                    1,250           -      
                     -    (3)          -              333           -      
                                                    1,917           -      

Dennis N. Weiss      -    (1)          -            2,250         13,000   
                                                    1,550         14,000   
                     -    (2)          -            1,000          2,000   
                                                    2,000          2,000   
                     -    (3)          -             -              -      
                                                      800           -      

Robert M. Haft       -    (1)          -          219,750 (4)  9,526,000   

                                                     -              -      
-------------------                                                        

(1)     Represents options for Class A Shares                               
(2)     Represents options for Trak Auto Common Stock.                      
(3)     Represents options for Crown Books Common Stock.                    
(4)     Does not include 40,000 options for Class A Shares, 40,000 options  
       for Trak Auto Common Stock or 80,000 options for Crown Books Common
      Stock, which the Company maintains expired by virtue of Mr. Haft's
termination of employment.  Mr. Haft has contested this in  
     litigation.  See Note 6 to the Consolidated Financial Statements.

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Item 11.  Executive Compensation - Continued                                    

Compensation of Directors                                                       

   Members of the Board of Directors of the Corporation, Trak Auto and Crown
Books are each paid $15,000 per year.  Members of the Board of Directors of     
Dart Financial are each paid $10,000 per year.  Ms. Wilson and Mr. Bregman are  
members of the profit sharing and audit committees for the Corporation, Trak    
Auto and Crown Books and are compensated $5,000 per year for each committee.    
Mr.  Bullock and Mr. Schafran are members of the special litigation committee   
and are compensated $250 per hour plus expenses.                                

The Dart Group Corporation's, Trak Auto and Crown Books Stock Option  
Plans specify that each director who is not an employee shall receive 1,500,    
1,500 and 2,500 options each year.  The options will expire five years from the 
date of grant.                                                                  

    In September 1987, the Corporation adopted the 1988 Dart Group Corporation
Deferred Compensation Plan for Directors, effective January 1, 1988 (the        
"Compensation Plan").  The Compensation Plan permits the Corporation's          
directors to defer the payment of all or a specified part of future             
compensation payable for services as director, including fees for serving on or 
attending meetings of committees of the board of directors.  Each director may  
elect, on or before January 31 of any year to defer payment of compensation,    
payable on or after the February 1st following such election, for services to   
be performed during the twelve-month period commencing on such February 1 and   
ending on January 31 of the following calendar year (the "Plan Year").  After   
such an election, all subsequent compensation will be deferred until the        
director notifies the Corporation, prior to the commencement of any Plan Year,  
that compensation for future Plan Years is to be paid on a current basis.       

    Deferred compensation will not be paid to the director as earned, but will
be held in the Corporation's general funds and credited to a bookkeeping        
account maintained by the Corporation in the name of the director.  Each        
participating director will be treated as a creditor of the Corporation with    
respect to such funds.  Deferred compensation will be paid to directors in a    
lump sum on the February 15th of the Plan Year after retirement, unless the     
director elects, at the time he exercises the deferral option, to be paid in up 
to ten annual installments.                                                     

During the year ended January 31, 1994, the former directors of the   
Corporation, Trak Auto, Crown Books and Dart Financial received board fees on a 
quarterly basis until June 1993.  In addition, the Corporation, Trak Auto and   
Crown Books purchased the outstanding in-the-money stock options held by        
Claudine B. Malone ($74,000), Charles Farkas ($40,000) and James G. Leonard     
($73,000) (a former director of Trak Auto and Crown Books) at the market price  
per share.  Mr. Leonard also received, at his election, the first two of three  
payments under the Compensation Plan. The Company also agreed to provide certain
retirement benefits to Mr. Leonard of approximately $50,000. The Company agreed 
to continue the former directors full rights to indemnification as a director.  

Employment Contracts                                                            

See Note 5 and 10 to the Consolidated Financial Statements.           

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Item 11.  Executive Compensation - Continued                                    

Compensation Committee Interlocks and Insider Participation           

 None of the Boards of Directors of the Corporation, Crown Books or Trak
Auto has a compensation committee, and policies regarding executive             
compensation are formulated by the respective Boards of those companies.  This  
section sets forth certain relationships among the members of the respective    
Boards.                                                                         

  Certain members of the Board are directors, officers or employees of the
Corporation and its subsidiaries, as follows:  Herbert H. Haft is Chairman of   
the Board and Chief Executive Officer of the Corporation, Chairman of the Board 
of Crown Books, Chairman of the Board and Chief Executive Officer of Trak Auto, 
and Chairman of the Board and Chief Executive Officer of Total Beverage.        
Ronald S. Haft is President and Chief Operating Officer and a Director of the   
Corporation a Director of Crown Books and Trak Auto.                            

Certain former directors of the Board were directors, officers or     
employees of the Corporation and its subsidiaries during the last fiscal year,  
as follows:  Robert M. Haft was until June 1993 President and Chief Operating   
Officer and Director of the Corporation, Chairman of the Board of Crown Books,  
and Vice Chairman of the Board of Directors of Trak Auto.  Gloria G. Haft is a  
Vice President of the Corporation and, until June 1993, was also Secretary and  
Director of the Corporation, Secretary and Director of Crown Books, and Vice    
President and Secretary and Director of Trak Auto.                              

Ronald S. Haft, Robert M. Haft, and Gloria G. Haft are all beneficial 
owners of more than 5% percent of the Corporation's Class B Common Stock.       
Herbert H. Haft holds an irrevocable proxy to vote certain Class B Common Stock 
owned by Ronald S. Haft.  See "Security Ownership of Certain Beneficial Owners  
and Management."  Herbert H. Haft and Gloria G. Haft are husband and wife.      
Ronald S. Haft and Robert M. Haft are their sons.  See "Certain Relations and   
Related Transactions" for a description of certain relationships and            
transactions between the Corporation or its subsidiaries and entities in which  
members of the Haft family have an interest.                                    

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Item 12.  Security Ownership of Certain Beneficial Owners and Management        

The following table sets forth certain information with respect to the
beneficial owners of more than 5% of the Corporation's outstanding voting       
securities (Class B Common Stock) at January 31, 1994 and the number of shares  
of Class A Common Stock (non- voting) and Class B Common Stock of the           
Corporation, common stock of Trak Auto and common stock of Crown Books held     
beneficially by each director, each member of the Executive Group and all       
directors and officers as a group.  Unless otherwise indicated, all shares are  
held beneficially and of record.                                                

Directors and Executive Officers:                                               
--------------------------------                                                

                                                                · Download Table

                                                               Approximate
                            Title of                 No. of    Percentage 
Name                         Class                   Shares      of Class 
----                        --------                -------    -----------
                                                                          
Herbert H. Haft             Class A (1)             262,496         16.48 
  3300 75th Avenue          Class B (7)             172,730         57.02 
  Landover, MD 20785        Trak Auto (2)            50,498           .83 
                            Crown Books (3)          30,499           .56 

Ronald S. Haft              Class A (4)              62,347          4.29 
  3300 75th Avenue          Class B (5)(6)(7)       395,024         79.00 
  Landover, MD 20785                                                      

Robert M. Haft              Class A (4)(8)(9)       285,435         17.06 
  2346 Massachusetts Ave.   Class B (6)              25,246          8.33 
  Washington, DC 20008      Trak Auto (10)           41,500           .69 
                            Crown Books (11)        231,600          4.30 

Ron Marshall                Class A (12)              3,832           .26 
                            Crown Books (13)            333           .01 

Dennis N. Weiss             Class A (14)              2,250           .15 
                            Trak Auto (15)            1,000           .02 

Bonita Wilson               Class A (16)                375           .03 
                            Trak Auto (17)            1,500           .02 
                            Crown Books (18)          2,500           .05 

Douglas Bregman             Class A (16)                375           .03 
                            Trak Auto (17)            1,500           .02 
                            Crown Books (18)          2,500           .05 

H. Ridgely Bullock          None                                          

Larry G. Schafran           None                                          

-----------------                                                         

All Directors and           Class A (19)            617,110         33.97 
  Officer as a Group        Class B (5)             420,270         84.05 
  (9 Persons)               Trak Auto (20)           95,998          1.57 
                            Crown Book (21)         267,432          4.93 

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Item 12.  Security Ownership of Certain Beneficial Owners and Management -      
(Continued)                                                 

Other Beneficial Owners:                                                        
-----------------------                                                         

                                                                · Download Table

                                                               Approximate
                            Title of                 No. of    Percentage 
Name                         Class                   Shares      of Class 
----                        --------                -------    -----------

                                                                          
Gloria G. Haft              Class A (22)             15,790          1.08 
  2501 30th Street, NW      Class B                  54,484         17.98 
  Washington, DC 20008      Trak Auto (23)            5,000           .08 
                            Crown Books (24)          7,999           .15 

Linda G. Haft               Class A (4)(25)(26)      75,185          5.17 
  7105 Armat Drive          Class B (6)              25,246          8.33 
  Bethesda, MD 20817        Trak Auto                   500           .01 
                            Crown Books                 500           .01 

(1) Includes 139,749 shares subject to exercisable stock options.             
(2) Includes  49,998 shares subject to exercisable stock options.             
(3) Includes  29,999 shares subject to exercisable stock options.             
(4) Includes one-third of 87,043 shares of Class A Common Stock owned by a    
family partnership.  The disposition of the shares is subject to the  
vote of the partners.                                                 
(5) Includes 197,048 shares subject to exercisable stock options.             
(6) Includes one-third of 75,738 shares of Class B Common Stock which were    
 distributed in 1993 by a family partnership to the individual partners.
    That action has been challenged in litigation by two of the partners.  The
Corporation has taken no position on this matter.                     
(7) Mr. Herbert H. Haft retains sole voting power over 172,730 Class B shares 
(owned by Ronald S. Haft) or 57.02% of the outstanding Class B shares.
See Note 5 to the Consolidated Financial Statements.                  
(8) Includes 388 shares of Class A Common Stock held as custodian for his     
children.                                                             
(9) Includes 219,750 shares subject to exercisable stock options.             
(10) Includes  41,000 shares of Trak Auto held by his wife.                     
(11) Includes  81,100 shares of Crown Books held by his wife.                   
(12) Includes   1,582 shares subject to exercisable stock options.              
(13) Includes     333 shares subject to exercisable stock options.              
(14) Includes   2,250 shares subject to exercisable stock options.              
(15) Includes   1,000 shares subject to exercisable stock options.              
(16) Includes     375 shares subject to exercisable stock options.              
(17) Includes   1,500 shares subject to exercisable stock options.              
(18) Includes   2,500 shares subject to exercisable stock options.              
(19) Includes 364,081 shares subject to exercisable stock options.              
(20) Includes  53,998 shares subject to exercisable stock options.              
(21) Includes  35,332 shares subject to exercisable stock options.              
(22) Includes   6,500 shares subject to exercisable stock options.              
(23) Includes   4,500 shares subject to exercisable stock options.              
(24) Includes   7,499 shares subject to exercisable stock options.              
(25) Includes   2,000 shares subject to exercisable stock options.              
(26) Includes   8,488 shares of Class A Common Stock held as custodian for her  
children.                                                             

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Item 12.  Security Ownership of Certain Beneficial Owners and Management        
(Continued)                                             

A legal dispute has arisen among members of the Haft family concerning
agreements that have previously been reported as restricting the ability of any 
of them to transfer common stock of the Corporation owned by them among them or 
to others who are not members of their family.  Herbert H. Haft, the            
Corporation's Chairman, and Ronald S. Haft, its current President, who in July  
1993 transferred ownership of certain shares of Class B Common Stock between    
them (see Note 5 to Consolidated Financial Statements), have taken the position 
that no enforceable agreement precludes that or similar transfers.  The         
Corporation's former President, Robert M.  Haft, has asserted a contrary        
position.  The Corporation, which is not party to any of the purported          
agreements, has taken no position on the matter.                                

Item 13.  Certain Relationships and Related Transactions (Continued)            

See Notes 4,8 and 10 to the Consolidated Financial Statements for     
descriptions of transaction involving the Company and entities owned by members 
of the Haft family.                                                             

During the fiscal year ended January 31, 1994, the Corporation made   
payments for certain non-business expenses of Herbert H.  Haft.  The total      
amounts of such payments during the period was $407,000.  As of January 31,     
1994, there were no balances due the Corporation.  Interest was charged at the  
prime rate on the average outstanding balances.  The Corporation's policy       
relating to such balances is to require them to be paid in full on at least a   
monthly basis.  See Schedule II for additional information regarding amounts    
due from related parties.                                                       

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PART IV 

Item 14.  Exhibits, Financial Statement Schedules, and Reports on Form 8-K      

(A)                                                             

1.  Financial Statements                            

See Item 8.                                 

2.  Schedules (Consolidated) -                      

                   Report of Independent Public Accountants on Schedules

I - Marketable Securities   
              II - Amounts Receivable from Related Parties
                    V - Consolidated Schedule of Property, Plant and
Equipment           
                        VI - Consolidated Schedule of Accumulated Depreciation
            of Property, Plant and Equipment
      VIII - Valuation and Qualifying Accounts
                  X - Supplementary Income Statement Information

All other schedules are omitted because the required information is   
inapplicable or it is presented in the consolidated financial statements or     
related notes.                                                                  

                   3.  Exhibits...............................................

           E                     (2a) Purchase agreement dated October 12,
1989 between Greenway Center Associates Limited Partnership and KANAM           
Grundbesitz Gmbh, tenants in common and Mr. Ronald S. Haft, acting on behalf of 
CM/CP Greenway Center Joint Venture.  The exhibit includes a list identifying   
the schedules to the agreement, but does not include the schedules themselves.  
Copies of the omitted schedules will be furnished supplementally to the         
Commission upon request.                                                        

           E                     (2b) Purchase agreement dated October 12,
1989 between Briggs Chaney Associates Limited Partnership and Mr. Ronald S.     
Haft, acting on behalf of CM/CP Briggs Chaney Plaza Joint Venture.  The exhibit 
includes a list identifying the schedules to the agreement, but does not        
include the schedules themselves.  Copies of the omitted schedules will be      
furnished supplementally to the Commission upon request.                        

F                     (2c) Purchase agreement dated 
March 12, 1991 between (i) Robert M. Haft, Ronald S. Haft and Linda G.          
Haft and (ii) Cabot-Morgan Real Estate Company ("CMREC").  Amended and restated 
agreement of Limited Partnership dated March 12, 1991 by and among (i) CM/CP    
Greenbriar Retail Joint Venture ("CM/CP Greenbriar Retail"), (ii) CP Greenbriar 
Retail, Inc. and (iii) Robert M.  Haft, Ronald S. Haft and Linda G. Haft.       
Joint venture agreement dated March 12, 1991 between CMREC and CP/Greenbriar    
Retail Investments Limited Partnership.  Exclusive development, leasing         
management agreement dated March 12, 1991 between Combined                      
Properties/Greenbriar Limited Partnership ("CP/Greenbriar LP") and Combined     
Properties Incorporated ("Combined"). Contribution agreement dated March 12,    
1991 between CP/Greenbriar LP, CMREC and Linda G. Haft, Ronald S. Haft and      
Robert M. Haft.                                                                 

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Item 14.  Exhibits, Financial Statement Schedules and Reports on Form 8-K       
(Continued)                                                 

          F                     (2d)  Purchase agreement dated March 12,
1991 between (i) Robert M. Haft, Ronald S. Haft and Linda G. Haft and (ii)      
CMREC.  Amended and restated agreement of Limited Partnership dated March 12,   
1991 by and among (i) CM/CP Greenbriar Office Joint Venture ("CM/CP Greenbriar  
Office"), (ii) CP/Greenbriar Office, Inc. and (iii) Robert M. Haft, Ronald S.   
Haft and Linda G. Haft.  Joint venture agreement dated March 12, 1991 between   
CMREC and CP/Greenbriar Office Investments Limited Partnership.  Exclusive      
development, leasing and management agreement dated March 12, 1991 between      
Combined Properties/Greenbriar Office Limited Partnership ("CP/Greenbriar       
Office LP") and Combined.  Contribution agreement dated March 12, 1991 between  
CP/Greenbriar Office LP, CMREC and Linda G. Haft, Ronald S. Haft and Robert M.  
Haft.                                                                           

            H                     (2e)  Purchase agreement dated January 18,
1993 between PS-One Real Estate Limited Partnership and CM/CP Bull Run Joint    
Venture.  Joint venture agreement dated January 18, 1993 between CMREC and      
CP/Bull Run Limited Partnership.  Exclusive leasing and management agreement    
dated January 18, 1993 between CM/CP Bull Run Joint Venture and Combined.       
Promissory note agreement between CMREC and CM/CP Bull Run Joint Venture dated  
January 18, 1993.                                                               

                                   (2f)  Purchase agreement dated February 27,
1993 between Total Beverage G.B., Inc. (a wholly- owned subsidiary of the       
Corporation) and Total Beverage VA Corp. (a wholly-owned subsidiary of Shoppers 
Food Warehouse Corp.).  Promissory Note between Total Beverage VA Corp. and     
Total Beverage G.B. Inc.                                                        

   *                     (3) Certificate of Incorporation,
incorporated herein by reference to Exhibit #3a to the Company's Form S-1       
Registration Statement (File #2-99831) filed with the Securities and Exchange   
Commission ("Dart 1985 S1").                                                    

      B                     (3a) Certificate of Amendment of the
Certificate of Incorporation of Dart Group Corporation dated January 13, 1987.  

                               (3b) Bylaws, amended and restated as of
September 14, 1993.                                                             

        *                     (4) Indenture relating to $250,000,000
Subordinated Debentures Due 1995, incorporated herein by reference to Exhibit 4 
to Dart 1985 S-1.                                                               

             C                     (10a) Employment agreement with Mr. Herbert
H. Haft, as amended.                                                            

            C                     (10b) Employment agreement with Mr. Robert
M. Haft, as amended.                                                            

             B                     (10c) Employment agreement with Mrs. Gloria
G. Haft.                                                                        

           *                     (10f) Indemnity Agreement dated March 10,
1983 between Dart Drug Corporation and Trak Auto Corporation, incorporated by   
reference to exhibit 10(b) filed with the Trak S-1.                             

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Item 14.  Exhibits, Financial Statement Schedules and Reports on Form 8-K       
(Continued)                                                 

       *                     (10h) Agreement for the Allocation of
United States and State Income Tax Liability and Benefits Among Members of the  
Dart Drug Corporation Group, incorporated by reference to exhibit 10(d) filed   
with the Trak S-1.                                                              

        *                     (10i) Agreement, dated March 31, 1983,
between Dart Drug Corporation and Trak Auto East Corporation, incorporated by   
reference to exhibit 10(ffff) filed with the Trak S-1.                          

       *                     (10p) Dart Drug Corporation Executive
Non-Qualified Stock Option Plan, incorporated herein by reference to exhibit    
(10o) to the Company's Form 10-K filed with the SEC on May 1, 1984.             

            *                     (10q) Agreement of Sale dated May 25, 1984
among Dart Drug Corporation, Dart Delaware Corporation and Dart Drug            
Acquisition Corporation, incorporated herein by reference to exhibit (2) to the 
Company's Form 8-K filed with the SEC on July 16, 1984.                         

             A                     (10r) Lease dated December 26, 1984 between
Dart Group Corporation and Seventy-Fifth Avenue Associates.                     

        A                     (10s) Sublease dated December 26, 1984
between Dart Group Corporation and Trak Auto Corporation.                       

        A                     (10t) Sublease dated December 26, 1984
between Dart Group Corporation and Crown Books Corporation.                     

          A                     (10u) Lease dated April 27, 1984 between
Trak Chicago Limited Partnership I and Trak Auto Corporation.                   

         B                     (10w) Dart Group Corporation 1981 Stock
Option Plan, as amended.                                                        

           *                     (10ff) Indemnity Agreement by and between
Dart Group Corporation and Crown books Corporation dated June 9, 1986           
incorporated herein by reference to Exhibit 10(zzzz) to the Crown 10-K.         

           *                     (10gg) Employment Agreement between Crown
Books Corporation and Mr. Robert M. Haft dated February 28, 1987 incorporated   
herein by reference to Exhibit 10(xxxx) to the Crown 10-K.                      

           *                     (10hh) Agreement of Amendment, dated June
9, 1986, among Dart Group Corporation, Trak Auto Corporation, Trak Auto West,   
Inc. and Thrifty Corporation, of the stockholders Agreement dated March 17,     
1982 herein incorporated by reference to Exhibit 10(oooo) to the Trak 10-K.     

           *                     (10ii) Indemnity Agreement, dated June 9,
1986, by and between Dart Group Corporation and Trak Auto Corporation herein    
incorporated by reference to Exhibit 10(pppp) to the Trak 10-K.                 

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Item 14.  Exhibits, Financial Statement Schedules and Reports on Form 8-K       
(Continued)                                                 

          *                     (10kk) Agreement of Merger dated May 28,
1987 between Trak Auto East Corporation and Trak Auto West, Inc. herein         
incorporated by reference to Exhibit 10(qqqq) filed with Trak Auto Corporation  
Fiscal Year 1988 Form 10-K, No. 0- 12202 ("Fiscal 1988 Trak 10-K").             

        C                     (10pp) Dart Group Corporation Deferred
Compensation Plan for Directors, effective January 1, 1988.                     

           D                     (10qq) Lease agreement dated November 22,
1988 between Dart Group Corporation and Seventy-Fifth Avenue Associates.        

          *                     (10rr) Lease agreement dated January 27,
1989 between Trak Auto Corporation and Combined Properties/Ontario Limited      
Partnership herein incorporated by reference to Exhibit 10(tttt) filed with     
Trak Auto Corporation Fiscal Year 1989 Form 10-K, No. 0-12202 ("Fiscal 1989     
Trak 10-K").                                                                    

           *                     (10ss) Lease agreement dated February 27,
1988 between Trak Corporation and Haft/Equities- General, herein incorporated   
by reference to Exhibit 10(uuuu) filed with Fiscal 1989 Trak 10-K.              

            *                     (10tt) Lease agreement dated June 17, 1987
between Trak Auto West, Inc. and Haft/Equities/Rose Hill Limited Partnership,   
herein incorporated by reference to Exhibit 10(vvvv) filed with Fiscal 1989     
Trak 10-K.                                                                      

           D                     (10uu) Agreement dated May 17, 1988 among
Dart Group Corporation, Shoppers Food Warehouse Corp., Kenneth M. Herman and    
Robert N. Herman incorporated herein by reference to Exhibit 1 filed with the   
Corporation's Report on Form 8-K on July 15, 1988.                              

         D                     (10vv) Amendment No. 1 to Stockholders'
Agreement (Exhibit D to Stock Purchase Agreement dated May 17, 1988, attached   
as Exhibit 1 to the Corporation's Report on Form 8-K filed July 15, 1988) dated 
as of August 24, 1988 herein.                                                   

            *                     (10ww) Assignment and Assumption agreement
dated December 30, 1989 between Greenway Center Associates Limited Partnership  
and CM/CP Greenway Center Joint Venture, and lease agreement dated March 13,    
1980, between Greenway Center Associates Limited Partnership and Trak Auto      
(612), herein incorporated by reference to Exhibit 10(wwww) filed with Trak     
Auto Corporation Fiscal Year 1990 Form 10-K, No. 0-12202 ("Fiscal 1990 Trak     
10-K").                                                                         

            *                     (10xx) Assignment and Assumption agreement
dated December 30, 1989 between Briggs Chaney Associates Limited Partnership    
and CM/CP Briggs Chaney Plaza Joint Venture, and lease agreement dated June 26, 
1981, between Western Development Corporation and Trak Auto Corporation (641),  
herein incorporated by reference to Exhibit 10(xxxx) filed with Fiscal 1990     
Trak 10-K.                                                                      

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Item 14.  Exhibits, Financial Statement Schedules and Reports on Form 8-K       
(Continued)                                                 

             *                     (10yy) Trak Auto Amended Stock Option Plan,
herein incorporated by reference to Exhibit 10(yyyy) filed with Fiscal 1990     
Trak 10-K.                                                                      

          *                     (10zz) Incentive stock agreement between
Mr. Robert M. Haft and Crown Books Corporation and promissory note from Mr.     
Haft to Crown Books Corporation, both dated September 5, 1989, herein           
incorporated by reference to Exhibit 10(ddddd) filed with Crown Books           
Corporation Fiscal Year 1990 Form 10-K No. 0-11457 ("Fiscal 1990 Crown 10-K").  

             *                     (10ccc) Assignment and Assumption Agreement
dated December 30, 1989 between Briggs Chaney Associates Limited Partnership    
and CM/CP Briggs Chaney Plaza Joint Venture, and lease agreement dated June 26, 
1981 between Crown Books Corporation and Western Development Corporation,       
herein incorporated by reference to Exhibit 10(ggggg) filed with Fiscal 1990    
Crown 10-K.                                                                     

          *                     (10eee) Lease agreement dated January 5,
1990 between Combined Properties Limited Partnership and Crown Books            
Corporation re:  Turnpike Shopping Center (815), herein incorporated by         
reference to Exhibit 10(iiiii) filed with Fiscal 1990 Crown 10-K.               

          *                     (10fff) Lease agreement dated January 5,
1990 between Combined Properties Limited Partnership and Crown Books            
Corporation re:  the Plaza at Landmark (165), herein incorporated by reference  
to Exhibit 10(jjjjj) filed with Fiscal 1990 Crown 10-K.                         

          *                     (10ggg) Lease agreement dated January 5,
1990 between Combined Properties Limited Partnership and Crown Books            
Corporation re:  Manaport Plaza Shopping Center (804), herein incorporated by   
reference to Exhibit 10(kkkkk) filed with Fiscal 1990 Crown 10-K.               

             D     (10hhh) Stock option agreement dated August 8, 1989 between
Dart/SFW Corp. and Mr. Herbert H. Haft.                                         

             D                     (10iii) Stock option agreement dated August
8, 1989 between Dart/SFW Corp. and Mr. Robert M.  Haft.                         

           *                     (10jjj) Lease agreement dated October 31,
1990 between CP Acquisitions Limited Partnership and Crown Books Corporation    
re:  McLean Shopping Center (803), herein incorporated by reference to Exhibit  
10(lllll) Crown Books Corporation Fiscal Year 1991 Form 10-K No. 0-11457        
("Fiscal 1991 Crown 10-K").                                                     

            *                     (10kkk) Lease agreement dated May 11, 1990
between CM/CP Greenway Center Joint Venture and Crown Books Corporation re:     
Greenway Center (822), herein incorporated by reference to Exhibit 10(mmmmm)    
Fiscal 1991 Crown 10-K.                                                         

         *                     (10lll) Lease agreement dated March 20,
1991 between Charles County Associates Limited Partnership and Crown Books      
Corporation re:  Charles County Plaza (833), herein incorporated by reference   
to Exhibit 10(nnnnn) Fiscal 1991 Crown 10-K.                                    

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Item 14.  Exhibits, Financial Statement Schedules and Reports on Form 8-K       
(Continued)                                                 

            *                     (10mmm) Lease agreement dated May 11, 1990
between Combined Properties/Greenbriar Limited Partnership and Crown Books      
Corporation, the First Amendment dated September 13, 1990 and the Second        
Amendment dated March 14, 1991 re:  Greenbriar Town Center (104), herein        
incorporated by reference to Exhibit 10(ooooo) Fiscal 1991 Crown 10-K.          

            *                     (10nnn) Lease agreement dated May 18, 1990
between Combined Properties Limited Partnership and Trak Corporation and Lease  
Termination Agreement dated March 31, 1990 between Combined Properties Limited  
Partnership, Retail Lease Acquisition Limited Partnership and Trak Corporation  
re:  Fair City Mall (605), herein incorporated by reference to Exhibit 10(zzzz) 
Trak Auto Corporation Fiscal Year 1991 Form 10-K No. 0-12202 ("Fiscal 1991 Trak 
10-K").                                                                         

            *                     (10ooo) Lease agreement dated May 18, 1990
between Retail Lease Acquisition Limited Partnership and Trak Corporation and   
License Termination Agreement dated March 31, 1990 between Retail Lease         
Acquisition Limited Partnership and Trak Corporation re:  Chantilly Plaza       
(609), herein incorporated by reference to Exhibit 10(aaaaa) Fiscal 1991 Trak   
10-K.                                                                           

            *                     (10ppp) Lease agreement dated May 18, 1990
between Retail Lease Acquisition Limited Partnership and Trak Corporation and   
License Termination Agreement dated March 31, 1990 between Retail Lease         
Acquisition Limited Partnership and Trak Corporation re:  College Plaza (610),  
herein incorporated by reference to Exhibit 10(bbbbb) Fiscal 1991 Trak 10-K.    

            *                     (10qqq) Lease agreement dated May 18, 1990
between Retail Lease Acquisition Limited Partnership and Trak Corporation and   
License Termination Agreement dated March 31, 1990 between Retail Lease         
Acquisition Limited Partnership and Trak Corporation re:  Enterprise (614),     
herein incorporated by reference to Exhibit 10(ccccc) Fiscal 1991 Trak 10-K.    

            *                     (10rrr) Lease agreement dated May 18, 1990
between Retail Lease Acquisition Limited Partnership and Trak Corporation and   
License Termination Agreement dated March 31, 1990 between Retail Lease         
Acquisition Limited Partnership and Trak Corporation re:  Rolling Valley (630), 
herein incorporated by reference to Exhibit 10(ddddd) Fiscal 1991 Trak 10-K.    

            *                     (10sss) Lease agreement dated May 18, 1990
between Combined Properties Limited Partnership and Trak Corporation and Lease  
Termination Agreement dated March 31, 1990 between Combined Properties Limited  
Partnership, Retail Lease Acquisition Limited Partnership and Trak Corporation  
re:  White Flint (632), herein incorporated by reference to Exhibit 10(eeeee)   
Fiscal 1991 Trak 10-K.                                                          

           *                     (10ttt) Lease agreement dated November 6,
1990 between CP Acquisition Limited Partnership and Trak Corporation and        
Settlement Agreement dated November 6, 1990 between CP Acquisitions Limited     
Partnership and Trak Corporation re:  Aspen Manor (615), herein incorporated by 
reference to Exhibit 10(fffff) Fiscal 1991 Trak 10-K.                           

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Item 14.  Exhibits, Financial Statement Schedules and Reports on Form 8-K       
(Continued)                                                 

           *                     (10uuu) Lease agreement dated November 6,
1990 between CP Acquisition Limited Partnership and Trak Corporation and        
Settlement Agreement dated November 6, 1990 between CP Acquisitions Limited     
Partnership and Trak Corporation re:  Lee and Harrison (633), herein            
incorporated by reference to Exhibit 10(ggggg) Fiscal 1991 Trak 10-K.           

           *                     (10vvv) Lease agreement dated November 6,
1990 between CP Acquisition Limited Partnership and Trak Corporation and        
Settlement Agreement dated November 6, 1990 between CP Acquisitions Limited     
Partnership and Trak Corporation re:  Penn Daw (642), herein incorporated by    
reference to Exhibit 10(hhhhh) Fiscal 1991 Trak 10-K.                           

           *                     (10www) Lease agreement dated November 6,
1990 between Combined Properties Limited Partnership and Trak Corporation and   
Settlement Agreement dated November 6, 1990 between Combined Properties Limited 
Partnership and Trak Corporation re:  Fairfax Circle (656), herein incorporated 
by reference to Exhibit 10(iiiii) Fiscal 1991 Trak 10-K.                        

         *                     (10xxx) Lease agreement dated March 23,
1990 between Combined Properties/Silver Hill Limited Partnership and Trak       
Corporation and Termination Agreement dated April 13, 1990 between Combined     
Properties/Silver Hill Limited Partnership and Trak Corporation re:  Silver     
Hill (619), herein incorporated by reference to Exhibit 10(jjjjj) Fiscal 1991   
Trak 10- K.                                                                     

           *                     (10yyy) Lease agreement dated November 6,
1990 between Haft/Equities-Bladen Limited Partnership and Trak Corporation and  
Lease Termination Agreement dated November 6, 1990 between Haft/Equities-Bladen 
Limited Partnership and Trak Corporation re:  Bladen Plaza (662), herein        
incorporated by reference to Exhibit 10(kkkkk) Fiscal 1991 Trak 10-K.           

             F                     (10zzz) Lease agreement dated July 19, 1990
between Combined Properties/4600 Forbes Limited Partnership and Shoppers Food   
Warehouse Corp.                                                                 

             F                     10(aaaa) Lease Agreement dated December 27,
1982 between Combined Properties Limited Partnership and Jumbo Food Stores VA,  
Inc., Amendment dated September 8, 1988 and Amendment dated September 25, 1990  
re:  Fair City Mall.                                                            

         F                     10(bbbb) Lease Agreement dated June 28,
1983 between Combined Properties Limited Partnership and Jumbo Food Stores VA,  
Inc., Amendment dated September 8, 1988, Amendment May 10, 1990 and Amendment   
dated September 25, 1990 re: Rolling Valley Mall.                               

          F                     10(cccc) Lease Agreement dated September
11, 1987 between Combined Properties Limited Partnership and Jumbo Food Stores  
Md., Inc., Amendment dated September 25, 1990 re:  Maryland City Plaza.         

             F                     10(dddd) Lease Agreement dated July 7, 1989
between Combined Properties/Silver Hill Limited Partnership and Jumbo Food      
Stores Md., Inc., Amendment dated May 10, 1990 and Amendment dated September    
25, 1990 re:  Silver Hill Plaza.                                                

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Item 14.  Exhibits, Financial Statement Schedules and Reports on Form 8-K       
(Continued)                                                 

         G                     10(eeee) Lease agreement dated June 21,
1988 between Combined Properties Limited Partnership and Jumbo Food Stores Md., 
Inc., First Amendment dated July 7, 1989, Second Amendment dated September 25,  
1990, re:  Enterprise Plaza.                                                    

             G                     10(ffff) Letter of Agreement dated February
27, 1992 between Dart Group Corporation and Shoppers Food Warehouse Corp., re:  
Whse 3, Pennsy Drive.                                                           

             *                     10(gggg) Lease agreement dated December 23,
1991 between Combined Properties Limited Partnership and Trak Corporation, re:  
Manaport Plaza (607), herein incorporated by reference to Exhibit 10(lllll)     
Trak Auto Corporation Fiscal Year 1992 Form 10-K No. 0-12202 ("Fiscal 1992 Trak 
10-K").                                                                         

            *                     10(hhhh) Amendment of lease dated December
24, 1991 between Haft/Equities-Bladen Limited Partnership and Trak Corporation, 
re:  Bladen Plaza (662), herein incorporated by reference to Exhibit 10(mmmmm)  
filed with Fiscal 1992 Trak 10-K.                                               

            *                     10(iiii) Sublease agreement dated February
19, 1992 between Crown Books Corporation and Trak Corporation, re:  Vienna      
(616), herein incorporated by reference to Exhibit 10 (nnnn) filed with Fiscal  
1992 Trak 10-K                                                                  

            *                     10(jjjj) Sublease agreement dated February
12, 1992 between Crown Books Corporation and Trak Corporation, re:  McLean      
Shopping Center (627), herein incorporated by reference to Exhibit 10(ooooo)    
filed with Fiscal 1992 Trak 10-K.                                               

             *                     10(kkkk) Sublease agreement dated April 20,
1992 between Dart Group Corporation and Trak Corporation, re:  Whse 3 Pennsy    
Drive, herein incorporated by reference to Exhibit 10(ppppp) filed with Fiscal  
1992 Trak 10-K.                                                                 

            *                     10(llll) Lease agreement dated May 8, 1991
between Combined Properties Limited Partnership and Crown Books Corporation,    
re:  Montgomery Village (827), herein incorporated by reference to Exhibit      
10(qqqqq) filed with Crown Books Corporation Fiscal Year 1992 Form 10-K No.     
0-11457.                                                                        

            *                     10(mmmm) Dart Group Corporation 1992 Stock
Option Plan incorporated herein by reference to Dart 1993 S-8 file No.          
33-57010.                                                                       

            *                     10(nnnn) Amendment of lease dated December
11, 1992 between Combined Properties Limited Partnership and Super Trak         
Corporation re: Oxon Hill (606), herein incorporated by reference to Exhibit    
10(qqqqq) filed with Trak Auto Corporation Fiscal Year 1993 Form 10-K No.       
0-12202 ("Fiscal 1993 Trak 10-K").                                              

            *                     10(oooo) Amendment of lease dated December
1, 1992 between Haft/Equities-Bladen Limited Partnership and Super Trak         
Corporation re: Bladen Plaza (662), herein incorporated by reference to Exhibit 
10(rrrrr) filed with Fiscal 1993 Trak 10-K.                                     

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Item 14.  Exhibits, Financial Statement Schedules and Reports on Form 8-K       
(Continued)                                                 

           *                     10(pppp) Amendment of lease dated January
8, 1993 between Retail Lease Acquisition Limited Partnership and Trak           
Corporation re: Chantilly Plaza (609), herein incorporated by reference to      
Exhibit 10(sssss) filed with Fiscal 1993 Trak 10-K.                             

         *                     10(qqqq) Note Receivable from Robert M.
Haft dated December 31, 1992, herein incorporated by reference to Exhibit       
10(ttttt) filed with Fiscal 1993 Trak 10-K.                                     

            *                     10(rrrr) Amendment of lease dated December
1, 1992 between Combined Properties/Montebello Limited Partnership and Super    
Trak re: Montebello (520), herein incorporated by reference to Exhibit          
10(uuuuu) filed with Fiscal 1993 Trak 10-K.                                     

             *                     10(ssss) Third Amendment dated June 4, 1992
and Fourth Amendment dated June 15, 1992 to the Lease agreement between         
Combined Properties Limited Partnership and Crown Books Corporation re:         
Greenbriar Town Center (104), herein incorporated by reference to Exhibit       
10(sssss) filed with Crown Books Corporation Fiscal Year 1992 Form 10-K No.     
0-11457 ("Fiscal 1993 Crown 10-K").                                             

           *                     10(tttt) Notes receivable from Mr. Robert
M. Haft dated December 31, 1992, herein incorporated by reference to Exhibit    
10(vvvvv) filed with Fiscal 1993 Crown 10-K.                                    

         H                     10(uuuu) Third Amendment dated June 17,
1992 to the Lease agreement between Combined Properties Limited Partnership and 
Jumbo Food Stores MD., Inc., Re:  Enterprise Plaza.                             

            H                     10(vvvv) Lease agreement dated January 21,
1993 between CM/CP Bull Run Joint Venture and Shoppers Food Warehouse VA        
Corporation Re:  Festival at Bull Run.                                          

            H                     10(wwww) Lease agreement dated November 1,
1990 between Penn Daw Associates Limited Partnership (A Haft Controlled Entity) 
and Shoppers Food Warehouse VA Corporation, the First Amendment dated February  
13, 1991 Re:  Penn Daw Shopping Center.                                         

             *                     10(xxxx)  Amendment of lease dated February
4, 1993 between Retail Lease Acquisition Limited Partnership and Super trak re: 
College Plaza (610), herein incorporated by reference to Exhibit 10 (wwwww)     
filed with Trak Auto Corporation Fiscal Year 1994 Form 10-K No 0-12202 ("Fiscal 
1994 Trak 10-K").                                                               

    *                     10(yyyy)  Amendment of lease dated
Setpember 13, 1993 between Combined Properties Limited Partnership and Super    
Trak re: Fair City Mall (605), herein incorporated by reference to Exhibit      
10(xxxxx) filed with Fiscal 1994 Trak 10-K.                                     

    *                     10(zzzz)  Amendment of lease dated
September 13, 1993 between Combined Properties Limited Partnership and Super    
Trak re: Maryland City (623), herein incorporated by reference to Exhibit       
10(yyyyy) filed with Fiscal 1994 Trak 10-K.                                     

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Item 14.  Exhibits, Financial Statement Schedules and Reports on Form 8-K       
(Continued)                                                 

            *                     10(aaaaa)  Second Amendment of lease dated
March 31, 1994 between Combined Properties Limited Partnership and Super Trak   
Corporation re: Oxon Hill (606), herein incorporated by reference to Exhibit 10 
(zzzzz) filed with Fiscal 1994 Trak 10-K.                                       

           *                     10(bbbbb)  Lease Amendment dated November
22, 1993 between Combined Properties Limited Partnership and Super Trak         
Corporation re: Landmark (658), herein incorporated by reference to Exhibit     
10(A) filed with Fiscal 1994 Trak 10-K.                                         

            *                     10(ccccc)  Second Amendment of Lease dated
August 19, 1993 and Third Amendment of lease dated August 30, 1993 between      
Combined Properties Limited Partnership and Super Crown Books Corporation re:   
Landmark (165), herein incorporated by reference to Exhibit 10(wwwww) filed     
with Crown Books Corporation Fiscal Year 1994 Form 10-K No. 0-11457 ("Fiscal    
1994 Crown 10-K").                                                              

             *                     10(ddddd)  Lease Agreement dated August 19,
1993 between Retail Lease acquisition Limited Partnership and Super Crown Books 
Corporation re: White Flint Plaza (132), herein incorporated by reference to    
Fiscal 1994 Crown 10-K.                                                         

                             10(eeeee)  Employment Agreement dated
August 1, 1993, between Ronald S. Haft and Dart Group Corporation.              

                                 10(fffff)  Lease agreement dated April 2,
1991 between Combined Properties/Greenbriar Limited Partnership and Total       
Beverage Corp.  First Amendment dated February 15, 1993 between Combined        
Properties/Greenbriar Limited Partnership and Total Beverage VA Corp.  Second   
amendment dated September 29, 1993 between Combined Properties/Greenbriar       
Limited Partnership and Total Beverage G.B., Inc. re: Chantilly (201).          

                                   10(ggggg)  Lease Agreement dated August 16,
1993 between Combined Properties Limited Partnership and Total Beverage Corp.   
and First Amendment of Lease dated February 24, 1994 re: Landmark (203).        

                                   10(hhhhh)  Lease Agreement dated August 16,
1993 between CM/CP Bull Run Joint Venture and Total Beverage Corp. and First    
Amendment dated February 7, 1994 re:  Bull Run Plaza (202).                     

                               10(iiiii)  Loan Agreement dated May 21,
1993 between Cabot-Morgan Real Estate Company and CM/CP Bull Run Joint Venture. 

        *                     10(jjjjj)  Trak Auto 1993 Stock Option
Plan, herein incorporated by reference to Exhibit 10(vvvvv) filed with Fiscal   
1994 10-K.                                                                      

          *                     10(kkkkk)  Crown Books 1993 Stock Option
Plan, herein incorporated by reference to Exhibit 10(yyyyy) filed with Fiscal   
1994 Crown 10-K.                                                                

                                10(lllll)  Lease agreement dated June 8,
1993 between Combined Properties/Greenbriar Office Limited Partnership and      
Total Beverage Total Beverage Corp.                                             

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Item 14.  Exhibits, Financial Statement Schedules and Reports on Form 8-K       
(Continued)                                                 

                                   (11a) Statement on Computation of Per Share
Earnings.                                                                       

                             (21) Subsidiaries of the Corporation.

                                  (23) Consent to Incorporation by reference
to financial  statements into Form S-8, 33-12149.                               

Note:  Dart Drug Corporation changed its name to Dart Group Corporation on July 
3, 1984.                                                          

    The exhibits thus indicated were filed with the Forms as noted and are
hereby incorporated by reference.                                               

A      Incorporated by reference to Dart Fiscal Year 1986 Form 10-K.            
B      Incorporated by reference to Dart Fiscal Year 1987 Form 10-K.            
C      Incorporated by reference to Dart Fiscal Year 1988 Form 10-K.            
D      Incorporated by reference to Dart Fiscal Year 1989 Form 10-K.            
E      Incorporated by reference to Dart Fiscal Year 1990 Form 10-K.            
F      Incorporated by reference to Dart Fiscal Year 1991 Form 10-K.            
G      Incorporated by reference to Dart Fiscal Year 1992 Form 10-K.            
H      Incorporated by reference to Dart Fiscal Year 1993 Form 10-K.            

(B)   Reports on Form 8-K                           

              During the fourth quarter of fiscal year end January 31,
1994, the Corporation filed one report on form 8-K.                             

            1.  Form 8-K dated December 20, 1993 (Item 5 - Other
              events).  The report did not contain financial
statements.                     

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REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS ON SCHEDULES 

TO DART GROUP CORPORATION:                                                      

   We have audited in accordance with generally accepted auditing standards,
the consolidated financial statements of Dart Group Corporation and             
subsidiaries included in this Form 10-K and have issued our report thereon      
dated April 27, 1994.  Our audits were made for the purpose of forming an       
opinion on the basic consolidated financial statements taken as a whole.  The   
schedules listed in the index are the responsibility of the Corporation's       
management and are presented for purposes of complying with the Securities and  
Exchange Commission's rules and are not part of the basic consolidated          
financial statements.  These schedules have been subjected to the auditing      
procedures applied in the audits of the basic consolidated financial statements 
and, in our opinion, fairly state in all material respects the financial data   
required to be set forth therein in relation to the basic consolidated          
financial statements taken as a whole.                                          

                                                 ARTHUR ANDERSEN & CO.

Washington, D.C.,                                                               
April 27, 1994.                                                                 

Exhibit 24                                                                      

CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS 

   As independent public accountants, we hereby consent to the incorporation
of our reports dated April 27, 1994 included in this Form 10-K, into Dart Group 
Corporation's previously filed Form S-8, File Number 33-57010.                  

                                                 ARTHUR ANDERSEN & CO.

Washington, D.C.,                                                               
April 27, 1994.                                                                 

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                                                                      SCHEDULE I

Dart Group Corporation and Subsidiaries 

SCHEDULE OF MARKETABLE SECURITIES 

                                                                · Download Table

                                                                   BALANCE     
                      PRINCIPAL                                    SHEET       
  ISSUER               AMOUNT          COST          MARKET        VALUATION   
----------          ------------   ------------   ------------   ------------  

                               January 31, 1994                                
                               ----------------                                

DEBT                                                                           
----                                                                           

                                                                               
Money Markets         $ 26,528,000   $ 26,528,000   $ 26,528,000   $ 26,528,000
United States                                                                  
  Treasury Bills                                                               
  (held by                                                                     
  majority owned                                                               
  subsidiaries)        112,368,000    111,750,000    111,790,000    111,750,000
                      ------------   ------------   ------------   ------------
Total Short-term                                                               
  Instruments         $138,896,000   $138,278,000   $138,318,000   $138,278,000
                      ============   ============   ============   ============

United States                                                                  
  Treasury Bills      $  3,875,000    $  3,783,000  $  3,814,000   $  3,783,000
United States                                                                  
  Treasury Notes        22,733,000      23,662,000    23,687,000     23,662,000
Corporate Securities    15,900,000      16,123,000    16,154,000     16,123,000
Government                                                                     
  Obligations            1,450,000       1,467,000     1,476,000      1,467,000
Municipals              21,860,000      23,802,000    23,835,000     23,802,000
                      ------------    ------------  ------------   ------------
Total Marketable                                                               
  Debt Securities     $ 65,818,000    $ 68,837,000  $ 68,966,000   $ 68,837,000
                      ============    ============  ============   ============

                                                                · Download Table

Dart Group Financial Corporation                                               
--------------------------------                                               

                                                                               
Bankers'                                                                       
    Acceptances       $ 62,525,000   $ 62,307,000   $ 62,704,000   $ 62,307,000

                                                                · Download Table

                               January 31, 1993                                
                               ----------------                                

DEBT                                                                           
----                                                                           

                                                                               
United States                                                                  
    Treasury Bills    $173,817,000   $172,624,000   $172,670,000   $172,624,000


                                                                · Download Table

Dart Group Financial Corporation                                               
--------------------------------                                               

                                                                               
Bankers'                                                                       
    Acceptances       $ 90,650,000   $ 90,369,000   $ 90,369,000   $ 90,369,000

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                                                                     Schedule II

Dart Group Corporation and Subsidiaries 

AMOUNTS RECEIVABLE FROM RELATED PARTIES 

                                                                · Download Table

                    Balance                       Deductions     Balance End 
                    Beginning                      Amounts       of Period,  
Name of Debtor      of Period      Additions       Collected       Current   
--------------      ---------      ---------      ----------     ----------  

                         Year Ended January 31, 1994                         
                         ---------------------------                         

                                                                             
Herbert H. Haft    $     -          $  407,000     $   407,000     $     -   
Robert M. Haft        914,000           12,000 (1)     834,000 (2)     92,000
Glenn E. Hemmerle     172,000             -             98,000         74,000
                   ----------       ----------     -----------     ----------

                   $1,086,000       $  419,000     $ 1,339,000     $  166,000
                   ==========       ==========     ===========     ==========


                                                                · Download Table

                         Year Ended January 31, 1993                         
                         ---------------------------                         

                                                                             
Herbert H. Haft    $    -           $  718,000     $   718,000     $    -    
Robert M. Haft         69,000 (1)      864,000 (2)      19,000        914,000
Glenn E. Hemmerle       -              172,000 (3)       -            172,000
R. Keith Green        100,000            -             100,000          -    
                   ----------       ----------     -----------     ----------

                   $  169,000       $1,754,000     $   837,000     $1,086,000
                   ==========       ==========     ===========     ==========


                                                                · Download Table

                         Year Ended January 31, 1992                         
                         ---------------------------                         

                                                                             
Herbert H. Haft    $    -           $1,126,000     $ 1,126,000     $    -    
Robert M. Haft         58,000 (1)       45,000          34,000         69,000
R. Keith Green        100,000            -               -            100,000
                   ----------       ----------     -----------     ----------

                   $  158,000       $1,171,000     $ 1,160,000     $  169,000
                   ==========       ==========     ===========     ==========


See Item 13 for further information regarding amounts receivable from directors 
and officers.                                                                   

(1)  Represents non-interest bearing Crown Books note receivable due  
January 2, 2004.                                            

(2)  Includes $400,000 and $310,000 Crown Books notes receivable and  
    $123,000 Trak Auto note receivable due December 31, 1995 bearing
  interest at prime and an increase of $11,000 in a non-interest
bearing Crown Books note receivable due January 2, 2004.    

 (3)  Represents bridge loan to Mr. Hemmerle for the purchase of a home.
         Mr. Hemmerle is President and Chief Executive Officer of Crown Books.

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                                                                      Schedule V

Dart Group Corporation and Subsidiaries 

Consolidated Schedule of Property, Plant and Equipment

                                                                · Download Table

                     BEGINNING                                     ENDING   
CLASSIFICATION        BALANCE        ADDITIONS    RETIREMENTS     BALANCE   
--------------      ------------    ----------    -----------   ------------

                           YEAR ENDED JANUARY 31, 1994                      
                           ---------------------------                      

                                                                            
Furniture,                                                                  
  fixtures and                                                              
  equipment         $102,779,000    34,367,000     8,164,000    $128,982,000
Buildings and                                                               
  leasehold                                                                 
  improvements       144,954,000    24,456,000     3,160,000     166,250,000
Land                  33,550,000         -           154,000      33,396,000
Leased property       42,885,000         -         7,093,000      35,792,000
                    ------------    ----------    ----------    ------------
                    $324,168,000    58,823,000    18,571,000    $364,420,000
                    ============    ==========    ==========    ============


                                                                · Download Table

                           YEAR ENDED JANUARY 31, 1993                      
                           ---------------------------                      

                                                                            
Furniture,                                                                  
  fixtures and                                                              
  equipment         $ 87,848,000    17,927,000     2,996,000    $102,779,000
Buildings and                                                               
  leasehold                                                                 
  improvements       122,865,000    29,752,000     7,663,000     144,954,000
Land                  27,612,000     5,938,000         -          33,550,000
Leased property       39,219,000     5,566,000     1,900,000      42,885,000
                    ------------    ----------    ----------    ------------
                    $277,544,000    59,183,000    12,559,000    $324,168,000
                    ============    ==========    ==========    ============


                                                                · Download Table

                           YEAR ENDED JANUARY 31, 1992                      
                           ---------------------------                      

                                                                            
Furniture,                                                                  
  fixtures and                                                              
  equipment         $ 64,068,000    24,727,000       947,000    $ 87,848,000
Buildings and                                                               
  leasehold                                                                 
  improvements        73,402,000    51,150,000     1,687,000     122,865,000
Land                  13,933,000    13,679,000         -          27,612,000
Leased property       44,888,000     1,504,000     7,173,000      39,219,000
                    ------------    ----------    ----------    ------------
                    $196,291,000    91,060,000     9,807,000    $277,544,000
                    ============    ==========    ==========    ============

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                                                                     Schedule VI

Dart Group Corporation and Subsidiaries 

Consolidated Schedule of Accumulated Depreciation and Amortization

of Property, Plant and Equipment

                                                                · Download Table

                     BEGINNING                                     ENDING   
CLASSIFICATION        BALANCE        ADDITIONS    RETIREMENTS     BALANCE   
--------------      ------------    ----------    -----------   ------------

                           YEAR ENDED JANUARY 31, 1994                      
                           ---------------------------                      

                                                                            
Furniture,                                                                  
  fixtures and                                                              
  equipment         $ 49,133,000    19,233,000    (3,158,000)   $ 71,524,000
Buildings and                                                               
  leasehold                                                                 
  improvements        17,692,000     7,376,000     1 633,000      23,435,000
Leased property       15,711,000     1,413,000     7,946,000       9,178,000
                    ------------    ----------    ----------    ------------
                    $ 82,536,000    28,022,000     6,421,000    $104,137,000
                    ============    ==========    ==========    ============


                                                                · Download Table

                           YEAR ENDED JANUARY 31, 1993                      
                           ---------------------------                      

                                                                            
Furniture,                                                                  
  fixtures and                                                              
  equipment         $ 36,026,000    17,664,000     4,557,000    $ 49,133,000
Buildings and                                                               
  leasehold                                                                 
  improvements        13,507,000     4,810,000       625,000      17,692,000
Leased property       14,956,000     2,622,000     1,867,000      15,711,000
                    ------------    ----------    ----------    ------------
                    $ 64,489,000    25,096,000     7,049,000    $ 82,536,000
                    ============    ==========    ==========    ============


                                                                · Download Table

                           YEAR ENDED JANUARY 31, 1992                      
                           ---------------------------                      

                                                                            
Furniture,                                                                  
  fixtures and                                                              
  equipment         $ 23,153,000    14,032,000     1,159,000    $ 36,026,000
Buildings and                                                               
  leasehold                                                                 
  improvements         9,318,000     4,625,000       436,000      13,507,000
Leased property       12,241,000     3,084,000       369,000      14,956,000
                    ------------    ----------    ----------    ------------
                    $ 44,712,000    21,741,000     1,964,000    $ 64,489,000
                    ============    ==========    ==========    ============

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                                                                   Schedule VIII

Dart Group Corporation and Subsidiaries 

Valuation and Qualifying Accounts 

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                                    Additions                              
                            ------------------------                       
                 Balance                  Charged     Amounts    Balance   
                 Beginning   Charged to  to  Other    Paid or   at end of  
Description       of Period   Expense   Accounts (1)  Reversed    Period   
-----------      ---------- ----------- ------------ ---------- -----------

                             As of Januray 31, 1994                        
                             ----------------------                        

                                                                           
Reserve for                                                                
  closed facil-                                                            
  ities and re-                                                            
  structuring                                                              
  charges       $28,887,000 $ 5,626,000      -       $3,118,000 $31,395,000
Obsolete                                                                   
  inventory         854,000       -          -          544,000     310,000
LIFO reserve      6,453,000     734,000      -            -       7,187,000

                                                                · Download Table

                             As of January 31, 1993                        
                             ----------------------                        

                                                                           
Reserve for                                                                
  closed facil-                                                            
  ities and                                                                
  restructuring                                                            
  charges       $ 7,835,000 $15,382,000 $8,400,000   $2,730,000 $28,887,000
Obsolete                                                                   
  inventory       1,134,000     550,000      -          830,000     854,000
LIFO Reserve      5,890,000     563,000      -            -       6,453,000


                                                                · Download Table

                             As of January 31, 1992                        
                             ----------------------                        

                                                                           
Reserve for                                                                
  closed facil-                                                            
  ities          $5,484,000 $ 3,866,000 $    -       $1,515,000 $ 7,835,000
Obsolete inven-                                                            
  tory            1,211,000     693,000      -          770,000   1,134,000
LIFO Reserve      5,945,000     386,000      -          441,000   5,890,000


(1)  The 1993 addition was provided by the utilization of reserves related to   
the sale of the drug store division in 1985.                          

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                                                                      Schedule X

Dart Group Corporation and Subsidiaries 

SCHEDULE OF SUPPLEMENTARY INCOME STATEMENT INFORMATION

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                                   Charged to Costs            
                                    and Expenses               
                      -----------------------------------------

                               Years Ended January 31,         
                      -----------------------------------------
                         1994           1993           1992    
                      -----------    -----------    -----------

                                                               
Advertising Costs     $38,432,000    $34,101,000    $32,143,000

All other items do not exceed one percent of total sales.             

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities 
Exchange Act of 1934, the registrant has duly caused this report to be signed   
on its behalf by the undersigned, thereunto duly authorized.                    

                      DART GROUP CORPORATION

Date:        May 2, 1994          By:   Herbert H. Haft                         
---------------------------        ---------------------------------  
               Herbert H. Haft
                                  Chairman of the Board of Directors
                           and Chief Executive Officer

     Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the          
registrant and in the capacities and on the dates indicated.                    

Date:        May 2, 1994                /S/ Herbert H. Haft                     
  ---------------------------        -------------------------------------
               Herbert H. Haft
                                  Chairman of the Board of Directors
                           and Chief Executive Officer

Date:        May 2, 1994                /S/ Ronald S. Haft                      
  --------------------------         -------------------------------------
              Ronald S. Haft
                                  President, Chief Operating Officer
            and Director

Date:        May 2, 1994                /S/ Bonita Wilson                       
  ---------------------------        -------------------------------------
             Bonita Wilson
        Director

Date:        May 2, 1994                /S/ Douglas Bregman                     
  ---------------------------        -------------------------------------
               Douglas Bregman
        Director

Date:        May 2, 1994                /S/ Larry G. Schafran                   
  ---------------------------        -------------------------------------
                 Larry G. Schafran
        Director

Date:        May 2, 1994                /S/ H. Ridgely Bullock                  
  ---------------------------        -------------------------------------
                  H. Ridgely Bullock
        Director

Date:        May 2, 1994                /S/ Ron Marshall                        
  ---------------------------        -------------------------------------
            Ron Marshall
                        Principal Accounting and
                 Financial Officer

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DART GROUP CORPORATION AND SUBSIDIARIES 

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Exhibit Number                     Exhibit Index                   Page Number
--------------                     -------------                   -----------

                                                                              
(2f)                 Purchase agreement dated February 27, 1993               
                     between Total Beverage G.B., Inc. (a                     
                     wholly-owned subsidiary of the Corporation)              
                     and Total Beverage Va. Corp. (a wholly-owned             
                     subsidiary of Shoppers Food Warehouse Corp.).            
                     Promissory Note between Total Beverage VA                
                     Corp. and Total Beverage G.B. Inc.                       

(3b)                 Bylaws, amended and restated as of September 14,         
                     1993.                                                    

10(eeeee)            Employment Agreement dated August 1, 1993,               
                     between Ronald S. Haft and Dart Group                    
                     Corporation.                                             

10(fffff)            Lease agreement dated April 2, 1991 between              
                     Combined Properties/Greenbriar Limited                   
                     Partnership and Total Beverage Corp.  First              
                     Amendment dated February 15, 1993 between                
                     Combined Properties/Greenbriar Limited                   
                     Partnership and Total Beverage VA Corp.                  
                     Second amendment dated September 29, 1993                
                     between Combined Properties/Greenbriar Limited           
                     Partnership and Total Beverage G.B., Inc. re:            
                     Chantilly (201).                                         

10(ggggg)            Lease agreement dated August 16, 1993 between            
                     Combined Properties Limited Partnership and              
                     Total Beverage Corp. and First Amendment of              
                     Lease dated February 24, 1994 re: Landmark               
                     (203).                                                   

10(hhhhh)            Lease agreement dated August 16, 1993 between            
                     CM/CP Bull Run Joint Venture and Total Beverage          
                     Corp. and First Amendment dated February 7, 1994         
                     re:  Bull Run Plaza (202).                               

10(iiiii)            Loan agreement dated May 21, 1993 between                
                     Cabot-Morgan Real Estate Company and CM/CP               
                     Bull Run Joint Venture.                                  

10(lllll)            Lease agreement dated June 8, 1993 between               
                     Combined Properties/Greenbriar Office Limited            
                     Partnership and Total Beverage Corp.                     

(11a)                Statement on Computation of Per Share                    
                     Earnings.                                                

(21)                 Subsidiaries of the Corporation.                         

(23)                 Consent of Independent Public Accountants.               

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Exhibit 11(a)                                                                 

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                          Statement on Computation of                     
                              Per Share Earnings                          

                                           Years Ended January 31,        
                                 ---------------------------------------- 
                                     1994          1993          1992     
                                 ------------  ------------  ------------ 
                                                                          
Weighted average common                                                   
  shares outstanding                                                      
  during the year                   1,752,000     1,749,000     1,748,000 
Effect of dilutive stock                                                  
  options; net of shares                                                  
  assumed repurchased at                                                  
  average market                      115,000        88,000        77,000 
                                 ------------  ------------  ------------ 
Weighted average common                                                   
  share and common                                                        
  share equivalents                 1,867,000     1,837,000     1,825,000 
                                 ============   ===========   =========== 

Income (Loss) before                                                      
  extraordinary item and                                                  
  cumulative effect of change                                             
  in accounting principle        $ (6,737,000)  $ 3,509,000   $ 6,311,000 
Extraordinary item                                                        
  Income (Loss) on reacqui-                                               
    sition of debentures,                                                 
    net of income tax                                                     
    benefits of $819,000 and                                              
    $(54,000) for the years                                               
    ended January 31, 1992                                                
    and 1991                            -          (885,000)   (1,589,000)
Cumulative effect of Trak                                                 
  Auto's change in accounting                                             
  principle, net of minority                                              
  interest                              -         1,135,000         -     
                                 ------------   -----------   ----------- 
Net Income (Loss) as reported      (6,737,000)    3,759,000     4,722,000 
                                 ============   ===========   =========== 

Adjustment for dilutive effect                                            
  of subsidiary stock options        (918,000)        -  (1)        -  (1)
                                 ------------   -----------   ----------- 
Net (Loss) Income Per Earnings                                            
  Per Share Calculation          $ (7,655,000)  $ 3,759,000   $ 4,722,000 
                                 ============   ===========   =========== 

Earnings per share                                                        
  Income (Loss) before                                                    
    extraordinary item           $      (4.10)  $      1.91   $      3.46 
  Extraordinary item:                                                     
    Loss on reacquisition                                                 
      of debentures                     -              (.48)         (.87)
  Cumulative effect of Trak                                               
    Auto's change in accounting                                           
    principle, net of minority                                            
    interest                            -               .62         -     
                                 ------------   -----------   ----------- 

Net Income (Loss) as reported    $      (4.10)  $      2.05   $      2.59 
                                 ============   ===========   =========== 

(1) Not dilutive.                                                               

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Exhibit 21                                                                      

SUBSIDIARIES OF THE COMPANY 

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                                                      State of Incorporation
                                                      ----------------------

                                                                            
Trak Auto Corporation                    (65%)             Delaware         
Crown Books Corporation                  (51%)             Delaware         
Shoppers Food Warehouse Corp.            (50%)             Delaware         
Dart Delaware Corporation               (100%)             Delaware         
Dart/SFW Corporation                    (100%)             Delaware         
Discount Books East, Inc.               (100%)             Delaware         
Trak Auto East Holding Corporation      (100%)             Delaware         
Dart Group Financial Corporation        (100%)             Delaware         
Cabot-Morgan Real Estate Company        (100%)             Delaware         
Trak Corporation                        (100%)(1)          Delaware         
Super Trak Corporation                  (100%)(1)          Delaware         
Trak DHC Corporation                    (100%)(1)          Delaware         
Trak Acquisition Corp                   (100%)(1)          Delaware         
Crown Books East Corporation            (100%)(2)          Delaware         
Crown Books West Corporation            (100%)(2)          Delaware         
Crown DHC Corporation                   (100%)(2)          Delaware         
Super Crown Books Corporation           (100%)(2)          Delaware         
Total Beverage Corp.                    (100%)             Delaware         
Total Beverage G.B.                     (100%)(3)          Delaware         

(1)  Wholly-owned by Trak Auto Corporation                                      
(2)  Wholly-owned by Crown Books Corporation.                                   
(3)  Wholly-owned by Total Beverage Corp.                                       

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EDGAR APPENDIX

Exhibit 10(fffff) printed version of this document contains a map of the        
Greenbriar Town Center, Fairfax, Virginia.  Printed version of this document    
contains drawings of store sign criteria.                                       

Exhibit 10(ggggg) printed version of this document contains a map of the Plaza  
at Landmark, Alexandria, Virginia.  Printed version of this document contains   
floor plans.  Printed version of this document contains a drawing of store sign 
criteria.                                                                       

Exhibit 10(hhhhh) printed version of this document contains a map of Bull Run   
Plaza, Manassas, Virginia.  Printed version of this document contains a drawing 
of store sign criteria.                                                         

Exhibit 10(lllll) printed version of this document contains a map of the floor  
plan as of June 8, 1993.  Printed version of this document contains a map of    
Greenbriar Town Center, Fairfax, Virginia.                                      

Dates Referenced Herein   and   Documents Incorporated By Reference

				Referenced-On Page
This 10-K Filing		Date		First		Last			Other Filings
		1/31/92		16		103
		2/1/92		23		69
		2/2/92		41
		2/12/92		90
		2/19/92		90
		2/27/92		90
		4/20/92		90
		6/4/92		91
		6/15/92		91
		6/17/92		91
		7/31/92		73
		12/1/92		90		91
		12/11/92		90
		12/31/92		91
		1/1/93		14
		1/8/93		91
		1/18/93		53		84
		1/21/93		91
		1/26/93		7		44
		1/30/93		2		58
		1/31/93		15		99
		2/4/93		91
		2/15/93		92		102
		2/27/93		7		102
		2/28/93		38
		5/21/93		92		102
		6/8/93		92		105
		6/25/93		9
		6/30/93		72
		7/28/93		9		71
		8/1/93		9		102
		8/16/93		92		102
		8/19/93		92
		8/30/93		92
		9/13/93		91
		9/14/93		84		102
		9/29/93		92		102
		11/22/93		92
		12/20/93		9		93
		1/29/94		4		60
For The Period Ended		1/31/94		1		98
		2/1/94		61
		2/7/94		92		102
		2/24/94		92		102
		3/15/94		73
		3/23/94		73
		3/31/94		12		92
		4/27/94		28		94
		4/29/94		1
Filed On / Filed As Of		5/2/94		101
		8/8/94		62
		1/31/95		26		39			10-K
		2/1/95		61
		5/1/95		52					10-K
		12/31/95		96
		5/21/96		55
		12/1/96		55
		1/31/97		48		61			10-K
		1/2/99		62
		1/2/1		62
		6/2/2		63
		9/30/2		65
		5/1/3		55
		12/1/3		55
		1/2/4		62		96
		8/8/4		62
		8/1/8		49
		7/1/11		55
		8/1/13		49
		9/30/16		47
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