EXHIBIT (10.6)

               DAIRY MART CONVENIENCE STORES, INC.

          1995 STOCK OPTION PLAN FOR OUTSIDE DIRECTORS



1.   Purpose.

     The purpose of this 1995 Stock Option Plan For Outside
Directors (the "Plan") is to attract and retain the continued
services of non-employee directors of Dairy Mart Convenience
Stores, Inc. (the "Company") with the requisite qualifications
and to encourage such directors to secure or increase on
reasonable terms their stock ownership in the Company. The Board
of Directors of the Company (the "Board") believes that the
granting of options (the "Options") under the Plan will promote
continuity of management and increased personal interest in the
welfare of the Company by those who are responsible for shaping
and carrying out the long-range plans of the Company and securing
its continued growth and financial success.

2.   Effective Date of the Plan.

     The Plan shall become effective upon its approval by the
Board of Directors; provided, however, that if the Plan is not
approved by the shareholders of the Company at the 1995 annual
meeting of the shareholders of the Company, then the Plan shall
terminate.

3.   Stock Subject to Plan.

     50,000 of the authorized but unissued shares, or treasury
shares, of the Company's class A common stock, par value $.01 per
share (the "Shares"), are hereby reserved for issuance upon the
exercise of Options. If any Option expires or terminates for any
reason without having been exercised in full, the unpurchased
Shares subject thereto shall again be available for the grant of
Options hereunder.

4.   Administration.

     The Plan shall be administered by the Board of Directors of
the Company (the "Board"). Subject to the provisions of the Plan,
the Board of Directors shall have complete authority in its
discretion to interpret the Plan, to prescribe, amend and rescind
rules and regulations relating to it and to make all other
determinations necessary or advisable for the administration of
the Plan; provided, however, that the Board of Directors shall
have no discretion to determine the non-employee directors who
will receive Options, the number of Shares subject to Options,
the terms upon which, the times at which, or the periods within
which, Shares may be acquired or the Options may be acquired and
exercised.


5.   Eligibility.

     An Option may be granted only to members of the Board who
are not otherwise employees of the Company or any of its
subsidiaries on the date of grant and have not been employees of
the Company or any of its subsidiaries at any time since the
beginning of the one year period preceding service on the Board
(the "Participants").

6.   Grant of Options and Option Price.

     (a)  Initial Grant.  On the date on which the Plan is
approved by the Board of Directors, each Participant shall
receive an automatic grant of an Option to purchase 3,500 Shares
(the "Initial Option"). Individuals who become Participants after
the date on which the Plan is approved by the Board of Directors
shall not receive an Initial Option.

          Each grant of an Initial Option is conditioned upon (i)
subsequent approval of the Plan by the shareholders of the
Company at the 1995 annual meeting of shareholders, and (ii) the
Participant not selling, transferring or otherwise disposing of
the Shares underlying the Initial Option on or before the date
which is six months after the date on which shareholder approval
of the Plan is obtained (the "Six Month Date"). If the Plan is
not approved by the shareholders of the Company at the 1995
annual meeting, then the Initial Options shall be void ab initio.
Initial Options may not be exercised until after this Plan is
approved by the Shareholders.

     (b)  Annual Grants to Directors.  On February 1 of each
year, beginning on February 1, 1996, each Participant shall
receive an automatic, annual grant of an Option to purchase 3,500
Shares (the "Annual Option"); provided, however that the number
of Shares subject to future grant under the Plan is sufficient to
make the automatic grants required to be made pursuant to the
Plan on such date.

     (c)  Exercise Price.  The per Share price to be paid by a
Participant upon the exercise of an Option shall be equal to the
fair market value of a Share on the day preceding the date of
grant. For the purposes hereof, the fair market value of a Share
on any date shall be equal to the closing price per Share on such
date (or if no such price was established on such date, then on
the next preceding date on which a price was established), as
shall be quoted on the National Association of Securities Dealers
Automated Quotation System, or on such other securities quotation
system or exchange as the Shares may be listed.


7.   Option Period.

     Participants shall be granted Options which are exercisable
from the date that they are granted for a period of ten years
from the date of the granting thereof, provided, however, that
the Initial Options may not be exercised until after the approval
of this plan by the shareholders.

8.   Exercise of Option.

     Subject to Section 10, an Option may be exercised in whole
or in part at any time on or after the date it becomes
exercisable by the Participant's delivering to the Company on any
business day, at its principal executive offices, a written
notice of exercise, which notice shall specify the number of
Shares as to which the Option is being exercised, in whole or in
part.  Payment in full of the Option exercise price shall
accompany such written notice as set forth below.  After the
exercise of an Option and payment in full of the exercise price,
the Optionee shall be entitled to receive a stock certificate or
certificates evidencing his or her ownership of Shares acquired
upon such exercise. 

     The purchase price shall be paid as follows: (i) in cash,
certified or bank cashier's or teller's check; (ii) by surrender
of Shares then owned by the Optionee; or (iii) partially in
accordance with (i) and partially in accordance with (ii) of this
Section. Shares surrendered in accordance with (ii) or (iii)
shall be valued at their fair market value at the date of
exercise. If the Shares are listed on a securities exchange or
are quoted on the NASDAQ market the fair market value of the
Shares shall be the closing price of the Shares as of the close
of business on the date immediately preceding the date such
shares are tendered to the Company for exercise of an Option.
Surrender of such Shares shall be evidenced by the delivery of
certificate(s) representing such Shares in such manner, and
endorsed in such form, or accompanied by stock powers endorsed in
such form, as the Board may determine.
 
9.   Transferability.

     No Option shall be assignable or transferable, except by
will and/or by the laws of descent and distribution.  During the
life of any Participant, each Option granted to the Participant
may be exercised only by the Participant, or if he or she is
disabled or incapacitated, by his or her legal representative.


10.  Ceasing to be a Director.

     If a Participant terminates service as a director for any
reason including termination by reason of death of a Participant,
any outstanding Option held by the Participant shall terminate on
the earlier of (i) the date on which such Option would otherwise
expire, or (ii) nine (9) months after such termination.

11.  Duration of Plan.

     Unless sooner terminated, the Plan shall remain in effect
until all Shares have been issued upon the exercise of Options, 
and shall thereafter terminate. No Option may be granted after
the termination of this Plan; provided, however, that, except for
termination pursuant to Paragraph 2 above, termination of the
Plan shall not affect any Option previously granted, and such
Option shall remain in effect until exercised, surrendered or
cancelled, or until it shall have expired, all in accordance with
its terms.

12.  Changes in Capital Structure, etc.

     In the event of changes in the outstanding common stock of
the Company by reason of stock dividends, stock splits,
recapitalizations, mergers, consolidations, combinations or
exchange of shares, reorganizations, or liquidations, the number
of Shares available under the Plan in the aggregate and the
number of Shares as to which Options may be granted to any
Participant shall be correspondingly adjusted by the Board. In
addition, the Board shall make appropriate adjustments in the
number of Shares as to which outstanding Options, or portions
thereof then unexercised, shall relate, to the end that the
Participant's proportionate interest shall be maintained as
before the occurrence of such events (or, in the case of mergers
and consolidations to the end that the Option shall be for the
same number of Shares or other securities as a holder of the
number of Shares underlying the Option prior to the merger or
consolidation would have received as a result of the merger of
consolidation); such adjustment shall be made without change in
the total price applicable to the unexercised portion of Options
and with a corresponding adjustment in the option price per
Share.

13.  Rights as Shareholder.

     A Participant entitled to Shares as a result of the exercise
of an Option shall not be deemed for any purpose to be, or have
rights as, a shareholder of the Company by virtue of such
exercise, except to the extent a stock certificate is issued
therefor and then only from the date such certificate is issued.
No adjustments shall be made for dividends or distributions or
other rights for



which the record date is prior to the date such stock certificate
is issued.

14.  Expenses.

     The expenses of this Plan shall be paid by the Company.

15.  Compliance with Applicable Law.

     Notwithstanding anything herein to the contrary, the Company
shall not be obligated to cause to be issued or delivered any
certificates evidencing Shares pursuant to the exercise of an
Option, unless and until the Company is advised by its counsel
that the issuance and delivery of such certificates is in
compliance with all applicable laws and regulations of
governmental authority. The Company shall in no event be
obligated to register any securities pursuant to the Securities
Act of 1933 (as now in effect or as hereafter amended) or to take
any other action in order to cause the issuance and delivery of
such certificates to comply with any such law or regulation. The
Board may require, as a condition of the issuance and delivery of
such certificates and in order to ensure compliance with such
laws and regulations, that the Participant make such covenants,
agreements and representations as the Board, in its sole
discretion, deems necessary or desirable.

     If any federal, state, or local income taxes, employment
taxes, Federal Insurance Contributions Act ("F.I.C.A.")
withholdings or other amounts are required by applicable law or
governmental regulation to be withheld from the Participant's
salary, wages, renumeration or otherwise in connection with the
exercise of an Option, the Participant shall advance in cash to
the Company the amount of such withholdings unless a different
withholding arrangement, including the use of Shares, is
authorized by the Board (and permitted by law); provided,
however, that with respect to persons subject to Section 16 of
the Securities Exchange Act of 1934 (the "1934 Act), any such
withholding arrangement shall be in compliance with any
applicable provisions of Rule 16b-3 promulgated under Section 16
of the 1934 Act, or such other similar rules as may apply to such
persons. For purposes hereof, the value of the Shares withheld
for purposes of payroll withholding shall be the fair market
value of the Shares, as set forth in Section 8.  If the fair
market value of the Shares withheld is less than the amount of
withholdings required, the Participant may be required to advance
the difference in cash to the Company.  The Board in its
discretion may condition the exercise of an Option on the
Participant's payment of such additional withholding.



16.  Acceleration and Termination of Options.

     Notwithstanding any other provision of this Plan, a
dissolution or liquidation of the Company, or a merger or
consolidation in which the Company is not the surviving
corporation (other than a merger or consolidation with an
affiliate of the Company), or a Change of Control of the Company
(as defined below) shall cause any unexercised portion of an
Option to terminate, except for any outstanding unexercised
Option as to which the Company or another corporation makes
appropriate provision for the protection of the value thereof and
either assumes the Option, or substitutes another Option, with
substantially similar terms; provided, however, a Participant
shall have the right immediately prior to such dissolution,
liquidation, merger, consolidation, or Change of Control, to
exercise the unexercised portion of the Option, in whole or in
part.  The Participant shall have until the close of business on
the day preceding the effective date of any such dissolution,
merger consolidation, or Change of Control, or preceding the
commencement of any such liquidation, to exercise the Option. 
Such effective date or commencement date shall be the date
designated in a written notice from the Board to the Optionee,
which notice shall be given not less than fourteen (14) days
prior to such designated effective date or commencement date,
provided that for the purposes of this Section, the effective
date shall be the date designated, whether or not the
dissolution, merger, consolidation or Change of Control actually
becomes effective on such date. If such dissolution, liquidation,
merger, consolidation, or Change of Control is not consummated
within thirty (30) days after such effective date, and if the
Participant has not exercised the Option in full, then the Option
or (or any part of such Option which has not yet been exercised)
shall continue in full force and effect as if no such notice had
been given.

     For purposes hereof, a "Change of Control" shall mean the
consummation of a transaction in which the beneficial ownership
or control of the Company is or may be changed such that one or
more persons or entities (other than persons or entities who
beneficially owned more than ten percent (10%) of the Shares on
the date the Option was granted and other than persons who are
directors of the Company on the date the Option has granted (or
entities controlled by such persons)) obtain beneficial ownership
or control of more than fifty percent (50%) of the assets or
outstanding voting securities or equity interests of the Company.
Such transactions include, without limitation, sales of
substantially all of the assets of the Company, acquisitions of
ownership or control by tender offer, and acquisitions of such
ownership or control through the issuance of authorized but
unissued capital stock of the Company.


17.  Application of Funds.

     Any cash proceeds received by the Company from the sale of
Shares pursuant to Options will be used for general corporate
purposes.

18.  Amendment of the Plan.

     The Board may from time to time suspend or discontinue this
Plan or revise or amend it in any respect whatsoever except that,
without the approval of the shareholders, no such revision or
amendment shall (a)increase the number of Shares subject to this
Plan, (b) modify the requirements as to eligibility for a grant
of an Option, (c) materially increase the benefits accruing to
the Participants under this Plan, or (d) be of a nature that
requires shareholder approval in order to ensure the compliance
of the Plan with Rule 16b-3 promulgated under the 1934 Act, or
such similar rule as may apply to the Plan.  No such suspension,
discontinuance, revision or amendment shall in any manner affect
any Option theretofore granted without the consent of the
Participant or the transferee of the Participant, unless
necessary to comply with applicable law.

19.  Governing Law.

     This Plan shall be construed and enforced in accordance with
the law of the State of Connecticut.