EXHIBIT 15







Securities and Exchange Commission
450 Fifth Street, Northwest
Washington, D.C.  20549
Attention:  Document Control

RE:      The Southland Corporation Form 10-Q

We are aware that our report dated April 21, 1994 on our review of the 
condensed consolidated balance sheet of The Southland Corporation and 
Subsidiaries as of March 31, 1994, and the condensed consolidated statements 
of operations and cash flows for the three-month period then ended, included 
in this Form 10-Q, is incorporated by reference in the following registration 
statements:

                                                                  Registration 
No.

         On Form S-8 for:

           Post-Effective Amendment No. 3 to The Southland
             Corporation Equity Participation Plan            33-23312

           Post-Effective Amendment No. 1 to The Southland
             Corporation Grant Stock Plan                     33-25327

Pursuant to Rule 436(c) under the Securities Act of 1933, this report should 
not be considered a part of the registration statement prepared or certified 
by us within the meaning of Sections 7 and 11 of that Act.





Dallas, Texas
April 28, 1994