FORM 8-A

SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR (g) OF THE
SECURITIES EXCHANGE ACT OF 1934

NATIONAL CONVENIENCE STORES INCORPORATED
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(Exact name of registrant as specified in its charter)

Delaware 74-1361734
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(State of incorporation (I.R.S. Employer
or organization) Identification No.)

100 Waugh Drive, Houston, Texas 77007
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(Address of principal executive offices, zip code)

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

Name of each exchange
Title of each class on which each class
to be so registered is to be registered
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Common Stock, $.01 Par Value New York Stock Exchange

Securities to be registered pursuant to Section 12(g) of the Act: None.
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INFORMATION REQUIRED IN REGISTRATION STATEMENT

ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.

The description of the registrant's common stock, $.01 par value per share,
contained in the registrant's Form 8-A filed with the Securities and Exchange
Commission on March 4, 1993 is hereby incorporated by reference in response to
this Item 1.

ITEM 2. EXHIBITS.

Pursuant to the Instructions to Item 2, the exhibits listed below are being
filed with each copy of this registration statement being filed with the New
York Stock Exchange but are not being filed with, or incorporated by reference
in, copies of this registration statement being filed with the Commission:

Exhibit Description
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1.1 Registrant's Annual Report on Form 10-K for the fiscal year ended June
30, 1994.

1.2 Registrant's Current Report on Form 8-K/A filed July 13, 1994 amending
its Current Report on Form 8-K filed May 13, 1994.

1.3 Registrant's definitive proxy statement for its annual meeting of
stockholders to be held November 10, 1994.

1.4 Restated Certificate of Incorporation of Registrant.

1.5 Restated Bylaws of Registrant.

1.6 Specimen certificate for Common Stock of the Registrant.

1.7 Registrant's Annual Report to Shareholders for the year ended June 30,
1994.

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SIGNATURE

Pursuant to the requirements of Section 12 of the Securities Exchange
Act of 1934, the Registrant has duly caused this Registration Statement to be
signed on its behalf by the undersigned, thereunto duly authorized, on November
4, 1994.

NATIONAL CONVENIENCE STORES
INCORPORATED

By: /s/ A. J. Gallerano
A. J. Gallerano
Senior Vice President
and General Counsel

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EXHIBIT INDEX

Exhibit Page
Number Title of Document Number
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1.1 Registrant's Annual Report on Form 10-K for the fiscal year
ended June 30, 1994.

1.2 Registrant's Current Report on Form 8-K/A filed July 13,
1994 amending its Current Report on Form 8-K filed May 13,
1994.

1.3 Registrant's definitive proxy statement for its annual
meeting of stockholders to be held November 10, 1994.

1.4 Restated Certificate of Incorporation of Registrant.

1.5 Restated Bylaws of Registrant.

1.6 Specimen certificate for Common Stock of the Registrant.

1.7 Registrant's Annual Report to Shareholders for the year
ended June 30, 1994.

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