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EXHIBIT 2

ITEM 11. EXECUTIVE COMPENSATION

SUMMARY COMPENSATION TABLE

The following table sets forth information concerning all compensation for
services rendered in all capacities to the Company during the fiscal years
indicated for the chief executive officer and the four other most highly
compensated executive officers of the Company who were serving as such on June
30, 1995 (the "named executive officers").

Long-Term
Annual Compensation Compensation
---------------------------------- ------------
Name and Fiscal Other Annual All Other
Principal Position Year Salary Bonus Compensation Options(2) Compensation(3)
- ------------------ ---- --------- -------- ------------ ------------- ---------------

V.H. Van Horn . . . . . 1995 $418,461 $504,000 (1) 0 $75,600
President and Chief 1994 400,000 133,000 (1) 0 20,578
Executive Officer 1993 400,000 200,000 (1) 150,000 0

A.J. Gallerano . . . . 1995 $190,400 $194,922 (1) 0 $29,238
Senior Vice President, 1994 182,000 67,760 (1) 0 5,759
General Counsel and 1993 182,000 103,980 (1) 60,000 0
Secretary

C.R. Wortham, Jr. . . . 1995 $183,077 $187,425 (1) 0 $28,114
Senior Vice President - 1994 175,000 81,500 (1) 0 7,500
Real Estate and Gasoline 1993 172,405 99,750 (1) 60,000 0

Arnold Van Zanten . . . 1995 $162,154 $166,005 (1) 0 $24,901
Senior Vice President - 1994 155,000 102,900 (1) 0 11,685
Administration 1993 155,000 88,350 (1) 60,000 0

Brian Fontana . . . . . 1995 $130,769 $111,563 (1) 0 $16,734
Vice President - Chief 1994 115,519 86,200 (1) 0 10,763
Financial Officer 1993 89,234 16,200 (1) 30,000 0

__________

(1) The officers receive certain perquisites such as car allowances and
insurance benefits; however, the value of such perquisites did not exceed the
lesser of $50,000 or 10% of the officer's salary and bonus.

(2) All options granted during fiscal 1993 were granted pursuant to the
Company's 1993 Non-Qualified Option Plan, which was implemented pursuant to
the Plan of Reorganization.

(3) The amounts presented as All Other Compensation include the amounts the
Company contributed or accrued for the accounts of the executive officers in
connection with (i) the defined contribution feature of the Company's
Officers' Retirement Plan (see "Officers' Retirement Plan"), and (ii) the
Company's 401(k) Profit Sharing Plan (see "Profit Sharing Plan").

OTHER COMPENSATION -- 1993 OPTION PLAN

The Company maintains the National Convenience Stores Incorporated
1993 Non-Qualified Stock Option Plan (the "Option Plan"). The Option Plan
provides for the issuance of options to purchase up to a maximum of 900,000
shares of Common Stock to directors, management employees (including officers)
and other key employees of the Company. The Plan is administered by the Board
of Directors. Pursuant to the Company's Plan of Reorganization and the Option
Plan, options covering a total of 865,000 shares of Common Stock had been
granted to employees and directors of the Company as of June 30, 1995, each of
which grants was subject to a three-year vesting schedule. Any such options not
already vested will vest upon a change of control (as defined in the Option
Plan) of the Company. No options were granted to any of the named executive
officers during fiscal 1995.

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AGGREGATED OPTION EXERCISES IN FISCAL 1995 AND FISCAL YEAR-END OPTION VALUES

The following table sets forth certain information concerning the exercise in
fiscal 1995 of options to purchase Common Stock by the named executive officers
and the unexercised options to purchase Common Stock held by such individuals
at June 30, 1995.

Number of Value of Unexercised
Shares Number of Unexercised Options at
Acquired Options at June 30, 1995 June 30, 1995 (2)
on Value ------------------- -----------------
Name Exercise(1) Realized Exercisable/Unexercisable Exercisable/Unexercisable
---- ----------- -------- ------------------------- -------------------------

V. H. Van Horn . . 0 $0 100,000/50,000 $212,500/$106,250

A. J. Gallerano . . 0 $0 40,000/20,000 $85,000/$42,500

C. R. Wortham, Jr. 0 $0 40,000/20,000 $85,000/$42,500

Arnold Van Zanten . 0 $0 40,000/20,000 $85,000/$42,500

Brian Fontana . . . 0 $0 20,000/10,000 $42,500/$21,250
- ----------

(1) Exercise price for each option is $10.50.

(2) The value of options at June 30, 1995 has been calculated based on the
closing price of the Company's Common Stock on The New York Stock Exchange
on June 30, 1995 as reported in The Wall Street Journal ($12-5/8) less the
relevant exercise price per share, multiplied by the relevant number of
shares. On October 2, 1995 the closing price of the Common Stock was $23-3/4
per share.

DEFINED BENEFIT PLAN -- OFFICERS' RETIREMENT PLAN

The Company maintains an Officers' Retirement Plan which was amended and
restated effective August 31, 1995. Participation in the Officers' Retirement
Plan is limited to management personnel who have a significant impact upon the
formulation of the Company's policies and its profitability. Pension benefits
under the Officers' Retirement Plan are determined primarily by the average of
the highest three of the last five years compensation and credited years of
service, up to a maximum of 30 years. The following table shows estimated
annual pension benefits payable upon retirement in specified compensation and
years of service classifications, assuming retirement at age 65.

Average Earnings Years of Service
- ---------------- ---------------------------------------------------------------------
5 10 15 20 25 30
- -- -- -- -- --

$ 200,000 . . . . . $ 20,000 $ 40,000 $ 60,000 $ 80,000 $100,000 $120,000
400,000 . . . . . 40,000 80,000 120,000 160,000 200,000 240,000
600,000 . . . . . 60,000 120,000 180,000 240,000 300,000 360,000
800,000 . . . . . 80,000 160,000 240,000 320,000 400,000 480,000
1,000,000 . . . . . 100,000 200,000 300,000 400,000 500,000 600,000
1,200,000 . . . . . 120,000 240,000 360,000 480,000 600,000 720,000

The compensation covered by the Officers' Retirement Plan is the officer's
salary plus any bonuses as reported in the Summary Compensation Table. The
estimated credited years of service for each of the named executive officers are
as follows: Mr. Van Horn: 30 years; Mr. Gallerano: 16

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years; Mr. Wortham: 17 years; Mr. Van Zanten: 14 years; and Mr. Fontana: 5
years. The basis on which pension benefits are computed at a participant's
retirement at age 65 is joint-life annuity amounts for married participants and
single-life annuity amounts for single participants. The pension benefits
shown in the table are not subject to any reduction for Social Security or
other offset amounts. The Officers' Retirement Plan permits participants to
elect, in advance, to receive a lump sum distribution, or three equal annual
installments, at retirement in lieu of the pension benefits otherwise payable
over a period of time to such participant.

Prior to the amendment on August 31, 1995, the Officers' Retirement Plan
included a defined contribution feature pursuant to which the Company
committed, through June 30, 1995, to contribute an annual amount for the
benefit of each participant equal to 15% of such participant's annual bonus, if
any (the "Company 15% Bonus Contribution"). For the year ended June 30, 1995,
the amounts which the Company contributed for the named executive officers were
as follows: Mr. Van Horn -- $75,600; Mr. Gallerano -- $29,238; Mr. Wortham --
$28,114; Mr. Van Zanten -- $24,901; and Mr. Fontana -- $16,734.

Prior to the Officers' Retirement Plan being amended effective August 31, 1995,
a participant in the Officers' Retirement Plan became fully vested in his
pension benefit upon the later to occur of (i) December 15, 1998, or (ii) the
participant attaining five years of credited service. Effective August 31, 1995,
the Officers' Retirement Plan was amended to provide that participants become
fully vested in their pension benefits after five years of credited service. A
participant becomes fully vested in the Company 15% Bonus Contribution upon the
participant remaining an employee for three years after such contribution is
credited to the participant. In addition, upon the occurrence of a Change in
Control (as defined below) a participant shall become fully vested in his
pension benefit and the Company 15% Bonus Contribution. The definition of the
term "Change in Control" was amended effective August 31, 1995 to include
additional events; and, as so amended, means the occurrence with respect to the
Company of any of the following events:

(i) a report on Schedule 13D is filed with the Securities and
Exchange Commission (the "SEC") pursuant to Section 13(d) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"),
disclosing that any person, entity or group (within the meaning of
Section 13(d) or 14(d) of the Exchange Act), other than the Company
(or one of its subsidiaries) or any employee benefit plan sponsored by
the Company (or one of its subsidiaries), is the beneficial owner (as
such term is defined in Rule 13d-3 promulgated under the Exchange
Act), directly or indirectly, of 20 percent or more of the outstanding
shares of common stock of the Company or the combined voting power of
the then-outstanding securities of the Company;

(ii) a report is filed by the Company disclosing a response to
either Item 6(e) of Schedule 14A of Regulation 14A promulgated under
the Exchange Act, or to Item 1 of Form 8-K promulgated under the
Exchange Act, or to any similar reporting requirement subsequently
promulgated by the SEC;

(iii) any person, entity or group (within the meaning of
Section 13(d) or 14(d) of the Exchange Act), other than the Company
(or one of its subsidiaries) or any employee benefit plan sponsored by
the Company (or one of its subsidiaries), shall purchase securities
pursuant to a tender offer or exchange offer to acquire any common
stock of the Company (or securities convertible into common stock) for
cash, securities or any other consideration, provided that after
consummation of the offer, the person, entity or group in question is
the beneficial owner (as such term is defined in Rule 13d-3
promulgated under the Exchange Act), directly or indirectly, of 20
percent or more of the combined voting power of the then-outstanding
securities of the Company (as determined under paragraph (d) of Rule
13d-3 promulgated under the Exchange Act, in the case of rights to
acquire common stock);

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(iv) the stockholders of the Company shall approve:

(A) any merger, consolidation, or reorganization of the
Company:

(1) in which the Company is not the continuing or
surviving corporation,

(2) pursuant to which shares of common stock of the
Company would be converted into cash, securities or other
property,

(3) with a corporation which prior to such merger,
consolidation, or reorganization owned 20 percent or more of
the combined voting power of the then-outstanding securities
of the Company, or

(4) in which the Company will not survive as an
independent, publicly-owned corporation;

(B) any sale, lease, exchange or other transfer (in one
transaction or a series of related transactions) of all or
substantially all the assets of the Company; or

(v) the stockholders of the Company shall approve a merger,
consolidation, reorganization, recapitalization, exchange offer,
purchase of assets or other transaction after the consummation of
which any person, entity or group (as defined in accordance with
Section 13(d) or 14(d) of the Exchange Act) would own beneficially in
excess of 50% of the outstanding shares of common stock of the Company
or in excess of 50% of the combined voting power of the
then-outstanding securities of the Company;

(vi) the Company's common stock ceases to be listed on the New
York Stock Exchange;

(vii) the existence of a Distribution Date as defined in the
Rights Agreement of the Company dated August 31, 1995; or

(viii) during any period of two consecutive years, the
individuals who at the beginning of such period constituted the Board
of Directors of the Company cease for any reason to constitute a
majority of the Board of Directors of the Company, unless the election
or nomination for election by the Company's stockholders of each new
director during any such two-year period was approved by the vote of
two-thirds of the directors then still in office who were directors at
the beginning of such two-year period.

To fund the benefits payable under the Officers' Retirement Plan, the Company
has established an irrevocable trust for the benefit of the officers
participating in such plan. Immediately prior to a Change in Control (as
defined above), the Company is required to contribute to the irrevocable trust
an amount sufficient to pay all benefits under the Officers' Retirement Plan
calculated as of the day prior to the Change in Control.

COMPENSATION OF DIRECTORS

The Company pays each outside director of the Company an annual fee of $36,300.
An additional fee of $42,350 is paid to the Chairman of the Board. Fees payable
to directors serving less than the entire fiscal year are prorated. The Company
also reimburses travel and related expenses incurred by directors in attending
meetings of the Board. No director receives additional

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compensation for serving on committees of the Board or for attending meetings
of the Board or such committees.

The Company maintains a Directors' Retirement Plan, which was amended and
restated effective August 31, 1995. Prior to the amendment, non-employee
directors were generally entitled to be paid an annual retirement benefit equal
to two-thirds of the annual fee paid by the Company to its directors for
serving on the Company's Board. The August 31, 1995 amendment increased the
retirement benefit for non-employee directors to 100% of the current amount of
the Company's directors' annual fees and eliminated a provision that, in
general, had prevented directors from collecting retirement benefits prior to
attaining 70 years of age. Benefits under the Directors' Retirement Plan
commence on the director's retirement from service on the Board, and continue,
in general, for a period of time equal to the period of time he served as a
director of the Company. To fund the benefits payable under the Directors'
Retirement Plan, the Company has established an irrevocable trust for the
benefit of the non-employee directors participating in such plan. Immediately
prior to a Change in Control (as defined in the Officers' Retirement Plan, as
described above), the Company is required to contribute to the irrevocable
trust an amount sufficient to pay all benefits under the Directors' Retirement
Plan calculated as of the day prior to the Change in Control. The definition of
the term "Change in Control" was amended by the August 31, 1995 amendments to
include additional Change in Control events.

The Option Plan provided that each outside director of the Company who was
serving as such on the date 180 days after confirmation of the Company's Plan
of Reorganization was to receive options covering 15,000 shares of Common Stock
at an exercise price of $10.50 per share, and such options were granted to such
persons on August 25, 1993. Two-thirds of such options were vested and
exercisable as of August 25, 1995, and the remainder will vest and become
exercisable on August 25, 1996 or upon an earlier change of control (as defined
in the Option Plan) of the Company.

Effective August 31, 1995, the Company entered into a Director Agreement with
each non-employee director of the Company. Each Director Agreement, in general,
provides that in the event any payment or distribution by the Company or any of
its affiliates to or for the benefit of the director is subject to the excise
tax imposed by Section 4999 of the Internal Revenue Code of 1986, as amended
(the "Code"), the Company will pay to the director an additional payment or
payments in an amount sufficient to make such director whole for any such tax
and for any excise and other tax imposed on any such additional payment or
payments.

The directors and executive officers of the Company have entered into
indemnification agreements whereby the Company has agreed to indemnify such
persons and advance expenses as provided in such agreements to the fullest
extent permitted by applicable law.

EMPLOYMENT CONTRACTS AND TERMINATION OF EMPLOYMENT AND
CHANGE IN CONTROL ARRANGEMENTS

The Company has entered into an Agreement Amending and Restating Employment
Agreement (the "Employment Agreements") with each of the individuals named
in the Summary Compensation Table.

The Company's Employment Agreement with Mr. Van Horn relates to his service as
President and Chief Executive Officer of the Company, and provides that the
Company will pay Mr. Van Horn a minimum salary of $420,000 annually. Mr. Van
Horn's Employment Agreement provides for an annual bonus opportunity of not
less than $200,000, the amount of which is based on percentages of Mr. Van
Horn's annual salary if the Company satisfies certain corresponding earnings
levels as determined by the Board for each fiscal year. Additionally, pursuant
to his Employment Agreement, Mr. Van Horn is entitled to reimbursement of
expenses and to participate in any other bonus plan, profit sharing plan,
stock option plan, vacation, retirement benefit, medical

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and dental benefits, individual or group life insurance plans and other plans,
programs, arrangements and policies as are or may be normally and customarily
provided by the Company.

Mr. Van Horn's Employment Agreement expires on June 30, 2000. The Employment
Agreement may also be terminated by the Company or by Mr. Van Horn on
30 days' written notice. If the Company terminates Mr. Van Horn's Employment
Agreement with "Cause" (as defined below in this paragraph) before or after a
Change in Control, or if Mr. Van Horn terminates his Employment Agreement
without "Good Reason" (as defined below in this paragraph) or without "Good
Reason-Change in Control" (as defined below), the Company will be required to
pay Mr. Van Horn in cash in one lump sum within 30 days of the termination date
the amount of annual salary earned through such termination date plus all other
benefits earned through such date, excluding any bonus. If Mr. Van Horn
terminates his Employment Agreement with Good Reason before a Change in Control
or if the Company terminates his Employment Agreement without Cause before a
Change in Control, or if Mr. Van Horn terminates his Employment Agreement with
Good Reason-Change in Control, the Company will be required to (i) pay Mr. Van
Horn cash within 30 days of the termination date equal to the aggregate amount
of the salary and other benefits earned through the termination date, and (ii)
continue to pay Mr. Van Horn through June 30, 2000 (A) an annual salary of the
greater of $420,000 or Mr. Van Horn's salary on his termination date, and (B)
an annual bonus equal to the greater of either (a) the average bonus earned by
Mr. Van Horn for the two entire annual periods ended on June 30 immediately
preceding Mr. Van Horn's termination date or (b) the average bonus earned by
Mr. Van Horn for the two fiscal years of the Company immediately preceding the
fiscal year in which a Change in Control occurs. If there is a Change in
Control, the Company will be required to pay Mr. Van Horn, in addition to the
amounts described above, an amount of bonus calculated in accordance with the
Employment Agreement in cash within 30 days of a Change in Control. The term
"Cause" as defined in Mr. Van Horn's Employment Agreement means Mr. Van Horn's
gross or willful neglect of his duties which is not cured within 30 days after
notice from the Company. The term "Good Reason" as defined in Mr. Van Horn's
Employment Agreement means the Company breaches any material provision of his
Employment Agreement which is not cured within 30 days after notice from Mr.
Van Horn, or the Company removes Mr. Van Horn from his position as President
and Chief Executive Officer, or otherwise relieves him of his responsibilities
for any reason, but does not include any breach that occurs after the
occurrence of a Change in Control.

The Company has entered into Employment Agreements with each of the executive
officers named in the Summary Compensation Table other than Mr. Van Horn (the
"Executives"). Pursuant to such Employment Agreements, the Company employs Mr.
Gallerano as Senior Vice President, General Counsel and Secretary at an annual
salary commencing July 1, 1995 of $200,000, Mr. Wortham as Senior Vice
President-Real Estate and Gasoline at an annual salary commencing July 1, 1995
of $183,750, Mr. Van Zanten as Senior Vice President-Administration at an
annual salary commencing July 1, 1995 of $170,000, and Mr. Fontana as Vice
President-Chief Financial Officer at an annual salary commencing July 1, 1995
of $150,000.

The Employment Agreements for the Executives provide for a bonus to be paid to
each Executive based on certain percentages of each Executive's annual salary
if the Company satisfies certain corresponding earnings levels as determined by
the Board for each fiscal year. Additionally, pursuant to the Employment
Agreements, each Executive is entitled to reimbursement of expenses and to
participate in any other bonus plan, profit sharing plan, stock option plan,
vacation, retirement benefit, medical and dental benefits, individual or group
life insurance plans and other plans, programs, arrangements and policies
as are or may be normally and customarily provided by the Company.

The Employment Agreements for the Executives each expire on August 31, 1998,
but may also be terminated by the Company or by the Executive on 30 days'
written notice. If the Company terminates an Employment Agreement with Cause,
as defined below, or if an Executive terminates

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an Employment Agreement without Good Reason or Good Reason-Change in Control,
each as defined below, the Company will be required to pay the Executive in
cash within 30 days of the termination date the amount of annual salary earned
through such termination date plus all other benefits earned through such date.
If an Executive terminates his Employment Agreement with Good Reason or if the
Company terminates his Employment Agreement without Cause, before a Change in
Control, the Company will be required to pay the Executive cash within 30 days
of the termination date equal to the aggregate of the full amount of all salary
that otherwise would have been paid to the Executive for the remaining term of
the Employment Agreement, plus all other benefits earned through the
termination date. If an Executive terminates his Employment Agreement with Good
Reason-Change in Control, or if the Company terminates his Employment
Agreement without Cause on or after the occurrence of a Change in Control, the
Company will be required to pay the Executive the amounts described in the
preceding sentence as well as a bonus calculated as provided in the Employment
Agreements.

As used above, the term "Cause" means willful misconduct by the Executive,
gross neglect by the Executive of his duties which continues for more than
30 days after notice from the Company, the commission by the Executive of a
felony or the commission by the Executive of an act not in good faith, which
is directly detrimental to the Company and exposes the Company to material
liability. As used herein, the term "Change in Control" shall have the same
meaning as defined under "Officers' Retirement Plan." The term "Good Reason"
means a breach of any material provision of an Employment Agreement which is
not cured within 30 days after the Executive gives written notice thereof to
the Company but does not include any breach that occurs after a Change in
Control. The term "Good Reason-Change in Control" means a determination,
after the occurrence of a Change in Control, by Mr. Van Horn or an Executive,
as the case may be, that any one or more specified events has occurred,
including among other things, any change in the Executive's responsibilities
and any reduction in the Executive's compensation or benefits.

The Employment Agreements provide that neither Mr. Van Horn nor the Executives
will be liable for any damages resulting from their respective actions if they
acted in good faith and in a manner they reasonably believed to be in or not
opposed to the best interests of the Company. The Employment Agreements for
Mr. Van Horn and the Executives also provide that if and to the extent that
any payment or distribution by the Company or any of its affiliates to or for
the benefit of such officer would be subject to any excise tax imposed under
Section 4999 of the Code, such officer will receive an additional payment or
payments in an amount sufficient to make such officer whole for any such tax
and for any excise and other tax imposed on any such payment or payments.

Mr. Binford and Ms. Bryant have one year employment agreements in
substantially the same form as the Employment Agreements with the Executives
referred to above.

PROFIT SHARING PLAN

The Company has a Section 401(k) profit sharing plan available to all
employees eligible under the Code. During 1995, the Company made matching
contributions at a level equal to 100% of employees' before-tax contributions,
up to 3% of salary. The executive officers did not participate in the plan
during fiscal 1995.

EMPLOYEE STOCK OWNERSHIP PLAN

In 1985 the Company established an Employee Stock Ownership Plan (the "ESOP").
Pursuant to the Plan of Reorganization, the ESOP Trustee received 9,706 shares
of Common Stock and 16,179 Warrants. The Company intends to terminate the ESOP
and has filed for a ruling from the Internal Revenue Service regarding the tax
consequences of the proposed termination. The Company has not yet received
such a ruling.

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COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

The members of the Compensation Committee during the year ended June 30, 1995
were Messrs. Chambers, Luellen, Steadman and Wilde, none of whom is an
employee of the Company. Mr. Wilde is a member of Bracewell & Patterson, L.L.P.,
Houston, Texas, a law firm retained by the Company from time to time. During
fiscal 1995, the full Board (with Mr. Van Horn, who serves as President and
Chief Executive Officer of the Company, abstaining from voting on compensation
decisions) performed the functions normally delegated to the Compensation
Committee.