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                                                  Investment Banking Group

                                                  World Financial Center
                                                  North Tower
                                                  New York, New York 10281-1330
 



[LOGO] Merrill Lynch

                                                               August 31, 1995 




Board of Directors
National Convenience Stores Incorporated
100 Waugh Drive
Houston, TX 77007

Gentlemen:

       You have received a letter dated August 8, 1995 (the "Letter") from The
Circle K Corporation ("Circle K"), in which Circle K confirmed its unsolicited
offer (the "Offer") to acquire all of the outstanding shares of common stock of
National Convenience Stores Incorporated (the "Company"), par value $0.01 per
share (the "Shares"), at $17.00 per Share, net to the seller in cash.  You have
asked us whether, in our opinion, the proposed cash consideration to be
received by the holders of the Shares pursuant to the Offer is adequate to such
shareholders, other than Circle K, from a financial point of view.

       In arriving at the opinion set forth below, we have, among other things:

       (1)   Reviewed the Company's Annual Reports, Forms 10-K and related 
             financial information for the two fiscal years ended June 30, 1994
             and the Company's Form 10-Q and the related unaudited financial 
             information for the quarterly periods ending September 30, 1994, 
             December 31, 1994 and March 31, 1995;

      (2)    Reviewed certain information, including financial forecasts, 
             relating to the business, earnings, cash flow, assets and 
             prospects of the Company, furnished to us by the Company;

      (3)    Conducted discussions with members of senior management of the 
             Company concerning its businesses and prospects;

      (4)    Reviewed the historical market prices and trading activity for the 
             Shares and compared them with that of certain publicly traded 
             companies which we deemed to be reasonably similar to the Company;

      (5)    Compared the results of operations of the Company with that of 
             certain companies which we deemed to be reasonably similar to the 
             Company;

      (6)    Compared the proposed financial terms of the Offer with financial 
             terms of certain other transactions which we deemed to be relevant;

                 

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      (7)   Reviewed a copy of the Letter; and

      (8)   Reviewed such other financial studies and analyses and performed 
            such other investigations and took into account such other matters
            as we deemed necessary, including our assessment of general 
            economic, market and monetary conditions.

       In preparing our opinion, we have relied on the accuracy and
completeness of all information supplied or otherwise made available to us by
the Company, and we have not independently verified such information or
undertaken an independent appraisal of the assets of the Company.  With respect
to the financial forecasts furnished by the Company, we have assumed that they
have been reasonably prepared and reflect the best currently available
estimates and judgment of the Company's management as to the expected future
financial performance of the Company.  In connection with the preparation of
this opinion, we have not been authorized by the Company or the Board of
Directors to solicit, nor have we solicited, third-party indications of
interest for the acquisition of all or any part of the Company.

       We have, in the past, provided financial advisory and financing services
to the Company and Circle K and have received fees for the rendering of such
services.

       In addition, in the ordinary course of business, we may actively trade
the securities of both the Company and Circle K for our own account and the
account of our customers and, accordingly, may at any time hold a long or short
position in securities of the Company and Circle K.

       On the basis of, and subject to the foregoing, we are of the opinion
that the proposed cash consideration to be received by the holders of the
Shares pursuant to the Offer is inadequate to such shareholders, other than
Circle K, from a financial point of view.



                                   Very truly yours,

                                   MERRILL LYNCH, PIERCE, FENNER &
                                        SMITH INCORPORATED



                                   By: /s/  Samuel R. Dodson III