SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549


                                    FORM 10-K

(Mark One)
[X]   ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
      ACT OF 1934

                  For the fiscal year ended SEPTEMBER 30, 1996

                                       OR

[ ]   TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OR THE SECURITIES
      EXCHANGE ACT OF 1934

                        Commission File Number: 33-62684

                               EVANS SYSTEMS, INC.
             (Exact name of registrant as specified in its charter)

                                      TEXAS
                          (State or other jurisdiction
                       of incorporation or organization)


                                   74-1613155
                                (I.R.S. Employer
                             Identification Number)

            720 AVENUE F NORTH, BAY CITY, TEXAS 77414 (409) 245-2424
          (Address including zip code, and telephone number, including
            area code, of registrant's principal executive offices)

                        JERRIEL L. EVANS, SR., PRESIDENT
           Mailing Address: P.O. Box 2480, Bay City, Texas 77404-2480

                                 (409) 245-2424
              Physical Address: 720 Avenue F North, Bay City, Texas

                              77414 (409) 245-2424
        (Name, address, including zip code,and telephone number,including
                        area code, of agent for service)

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

           TITLE OF EACH CLASS         NAME OF EACH EXCHANGE ON WHICH REGISTERED
 Common Stock, par value $.01 per share           NASDAQ-NMS Exchange


        Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the Registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes [X] No [ ]

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of the Registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [X]

On December 24, 1996, the aggregate market value of the Registrant's voting
stock held by non-affiliates was approximately $7,242,691, which excludes shares
to be issued in the 5% stock dividend discussed in Part II item 5.

On December 24, 1996, there were 2,888,572 shares of Common Stock outstanding,
exclusive of treasury shares or shares held by subsidiaries of the Registrant,
or shares to be issued in the 5% stock dividend discussed in Part II item 5.

Documents   incorporated  by  reference:   1996  Proxy Statement - Part III
<PAGE>
                                     PART I

ITEM 1.  BUSINESS

Evans Systems, Inc. (ESI) is a vertically  integrated,
growth-oriented company engaged in:

0     Petroleum Marketing;

0     Convenience store operations;

0     The packaging and marketing of automotive after-market chemical products;
      and

0     Environmental remediation services.

History

The company began in 1968 with a single gas station in Bay City, Texas,
emphasizing service and careful attention to customers' preferences and needs.
The Company has expanded since then to 177 stations and 40 convenience stores
throughout Southeast Texas and Louisiana.

The Company believes that convenience stores provide a more efficient method of
utilizing personnel and distributing products to the customer. In the late
1980's, management shifted the Company's emphasis from company-owned stores to
independent ownerships operated in conjunction with the Company's growing fuel
distribution operations.

The Company also owns a petroleum terminal and several bulk plants through which
it supplies motor fuel to other wholesalers and retailers. The operations of
these facilities were subsequently strengthened with the addition of fuel
exchange agreements with major petroleum companies. The Company also distributes
lubricants, specialty petroleum products, tires and certain automotive
accessories in Texas and Louisiana.

Since 1980, the Company has provided environmental services for its own
facilities and its customers. The Company maintains the necessary licenses and
facilities to provide environmental services to a variety of customers ranging
from small operations to banks, utilities, major petroleum companies and large
industrial plants. In 1990, ChemWay Systems, Inc. (ChemWay) was incorporated to
package and market aerosol and liquid automotive chemical products.

In the late summer of 1995, the Company began reviewing its operating structure.
The results were approved by the Board of Directors on December 18, 1995, and
include a realignment of its Way Segment into two segments, Petroleum Marketing
and Convenience Stores, to provide efficiency and accountability. The Company
believes this realignment will also provide more meaningful reporting of
operating results. (See Management's Discussion & Analysis)

                                       2
<PAGE>
The company had the following operating results during the past three years.


                           YEAR ENDED         YEAR ENDED        YEAR ENDED
                           SEPTEMBER 30,     SEPTEMBER 30,     SEPTEMBER 30,
                               1996              1995              1994 
                           -------------    ---------------   -------------
PETROLEUM MARKETING[1][2]               ---(In Thousands)---
Revenue ...................  $  91,374       $  93,963       $  68,508
Operating Income ..........        644             252             585

CONVENIENCE STORES[2]
Revenue
Operating Income
                                39,602          39,538          30,089
CHEMWAY ...................        171             245             382
Revenue ...................     25,773          22,853           9,758
Operating Income ..........      2,179             692             172

EDCO ENVIRONMENTAL
Revenue ...................      2,031           1,841           1,511
Operating Income/(Loss) ...       (456)           (271)            (32)

TOTAL:
Revenue ...................  $ 158,780       $ 158,195       $ 109,866
Operating Income ..........      2,538             918           1,107

[1] Includes the parent company.
[2] Includes the operations of Kincer Stores  acquired
in August, 1994

PETROLEUM MARKETING

The following table sets forth the revenues of the Petroleum Marketing segment
(in thousands):

                                                     FISCAL YEAR ENDED
                                                         SEPTEMBER 30
                                               ---------------------------------
                                                1996         1995         1994
                                               -------      -------      -------
Refined Petroleum Product Sales .........      $89,717      $91,909      $67,031
Non-Petroleum Product Sales .............        1,657        2,054        1,477
Total Sales .............................      $91,374      $93,963      $68,508

   The Petroleum Marketing segment includes the sale of motor fuels, lubricants,
   tires and accessories items to commercial and industrial accounts, and the
   sale of motor fuels to the public through the following retail outlets:

      0     105 stations with Company-supplied tanks, canopies, and pumps, and
            independently owned and operated convenience stores (the Company
            receives 40 percent or 50 percent of the gasoline margins, depending
            on who owns the underground equipment.)

      0     72 stations and convenience stores to which the Company provides
            major oil company brand names, credit cards, and signs, without
            further investment, and receives its customary markups on fuel
            deliveries.

   The Company's business strategy for its Petroleum Marketing segment is (1) to
   continue upgrading its facilities, including installation of automated tank
   monitoring equipment; (2) to increase sales by providing canopies, tanks, and
   pumps for a larger number of independently operated convenience stores; (3)
   to increase sales volume through increased brand representation and by
   acquisition; (4) to market in a variety of local areas; and, (5) to expand in
   other markets.

                                       3
<PAGE>
   CONVENIENCE STORE

   The following table sets forth the revenues of the Convenience Store segment
   (in thousands):

                                              1996          1995          1994
                                             -------       -------       -------
Refined Petroleum Sales ..............       $22,993       $23,667       $17,180
Merchandise Sales ....................        15,996        15,466        12,392
Other Income .........................           613           405           517
                                             -------       -------       -------
Total Sales ..........................       $39,602       $39,538       $30,089

   The Company operates 40 convenience stores with self-serve motor fuels and a
   variety of food and non-food merchandise. One company operated full service
   station without a convenience store is included in this segment. Other income
   is mainly lottery commissions and lease income. Convenience Stores business
   strategy is (1) to continue upgrading its facilities to meet modern images;
   (2) to increase sales and profits through the addition of Taco Bell(R) and
   Blimpie(R) franchises to its existing locations; (3) to lease to others
   marginal locations maintaining fuel profits through contracts tied to leases;
   (4) to reinvest funds from the sale of marginal stores leased to others in
   locations that produce a better return on investment; and (5) to provide a
   clean, friendly, and safe store with the merchandise customers desire.

   CHEMWAY SYSTEMS

   ChemWay blends and packages chemicals for the automotive aftermarket in
   aerosol and liquid containers, from 4 ounce containers to 55 gallon drums.
   The plant is located eight miles south of Bay City, Texas, on the Colorado
   River, in an industrial park on a 13 acre site. Aerosol packaging constitutes
   the largest share of production, with the liquid line growing in proportion
   to general company growth. The major aerosol products are refrigerants
   packaged in 12 ounce high pressure cans and 30 pound disposable cylinders.

   The following branded products are currently offered by ChemWay:

   AEROSOL                                    LIQUID
   -------                                    ------
   R-12                                       Engine Flush
   Carb & Choke Cleaner                       A/C Purge & Flush
   Engine Cleaner and Degreaser               Power Steering Fluid
   Penetrating Oil Spray                      Octane Boost
   Refrigerant Oil Charge                     Refrigerant Oil
   Brake Parts Cleaner                        Five Minute Engine Flush
   Tar & Bug Remover                          Carb & Fuel Injector Cleaner
   HFC-134A                                   Tire & Wheel Cleaner
   Starting Fluid                             Engine Degreaser & Cleaner
   Premium Starting Fluid                     Super Heavy Duty Brake Fluid
   Windshield D-Icer                          Antifreeze and Summer Coolant
   R-22                                       Two Cycle Engine Oil
   Tire Inflator with Cone                    Gas Treatment
   Tire Inflator with Hose                    Diesel Treatment
   134-A Oil Charge                           Windshield Washer Concentrate
   Super Concentrate Carb/Injector Cleaner    Vinyl Cleaner and Protector
                                              Motor Oil
                                              A.T.F. Type A
                                              Rain Guard
                                              K-1 Kerosene
                                              Petroleum Solvent - Metal Parts
                                                Cleaner 
                                              DOT 3 Brake Fluid 
                                              DOT 4 Brake Fluid 
                                              Lead Substitute 
                                              134-A Ester Oil 
                                              134-A A/C Flush 
                                              Emission Reducer 
                                              Fog Guard 
                                              Diesel Conditioner 
                                              Gas Line Anti-Freeze

                                       4
<PAGE>
   These products are currently marketed in 50 states under the brand name
   "ChemWay." Domestic marketing activities are conducted through manufacturer's
   representatives under the guidance and direction of ChemWay's management.
   ChemWay plans to begin production of the following branded products by the
   end of the second quarter of 1997.

    AEROSOL                                     LIQUID
    Brake Parts Cleaner, Non-Chlorinated        134-A Pag Oils
                                                Fuel System Water Remover
                                                TC-W3  2 Cycle Oil
                                                10w30 Motor Oil
                                                10w40 Motor Oil
                                                Mercron III/ Mercron A.T.F.
                                                Engine Oil Treatment
                                                Engine Oil Stop Leak
                                                Engine Oil No Smoke
                                                Automatic Transmission Stop Leak
                                                B.F. Dot 5 with Silicone
                                                P.S.F. Stop Leak
                                                P.S.F. for Honda Cars
                                                Manual Clutch Fluid
                                                Gas Tank Treatment with ISD
                                       
Plans are underway for expansion in 1997 in anticipation of expected growth of
all of ChemWay's products and private brand services. ChemWay is also involved
in reclamation of refrigerants, which the company believes will enhance its
position relative to regulatory limits on the production of refrigerants.

EDCO ENVIRONMENTAL SYSTEMS, INC.

EDCO Environmental currently focuses on the following:

0  Underground   Storage  Tank  (UST) Removal     0  UST Regulator Upgrades
0  Site   Assessments  for  Regulatory Agencies   0  UST Repairs and Maintenance
0  UST Installation                               0  Site Clean Up Reimbursement
0  Waste Remediation

EDCO Environmental has provided environmental remediation services to one
hundred customers ranging from gasoline stations, convenience stores, and other
small local enterprises, to public utilities, banks, major oil companies, large
industrial corporations, and a variety of governmental institutions and
enterprises. Environmental protection work has been largely government mandated.
In the mid 1980s, the Environmental Protection Agency (EPA) initiated a program
for the management of UST throughout the country. Each state was required to
develop and enforce standards at least as stringent and comprehensive as the
federal regulations. In Texas, the Texas Natural Resource Conservation
Commission (TNRCC) was assigned such responsibility. Any company engaged in UST
activities in Texas must be a licensed contractor with the TNRCC. Specified
personnel within the licensed company must also hold individual licenses for UST
removals and/or new installations. EDCO Environmental possesses all necessary
licenses and is a licensed contractor duly approved by the TNRCC.

The EPA has recently required Stage II vapor recovery improvements at fuel
facilities rather than through on-board canisters in new automobiles. This
decision will affect retail gasoline facilities in the cities and surrounding
counties of Houston, Galveston, Dallas/Fort Worth, El Paso and Port
Arthur/Beaumont. The EPA phase-in of TNRCC UST improvement deadlines is 1998.

As a previously unincorporated division of the Company, EDCO Environmental
provided UST installation services for over ten years to the Company and some of
its customers in exchange for fuel supply agreements which resulted in
approximately $11 million dollars in additional annual fuel sales. The company
then found a ready market for its remediation services and became an independent
contractor in the environmental remediation business. As a result, the Company
incorporated EDCO Environmental in 1992. EDCO Environmental's management defines
the company's prospective market areas as Institutional (including federal,
state and local entities), Corporate, Private and International. The company is
currently operating along the Texas Gulf Coast. EDCO Environmental proposes to
expand its market for services throughout Texas and Louisiana. 

                                       5
<PAGE>
A number of states have established remediation funds to assist owners/operators
in clean-up activities. In Texas, this was done through the Groundwater
Protection Act approved by the Texas Legislature effective September 1, 1989.
The Act, as amended, provides clean-up funds for eligible expenses, less
deductibles from $1,000, up to $10,000. The fund is continually financed by a
fee assessed on motor fuel sold in the state. Financing programs secured by
assignments of rights to TNRCC reimbursements can be obtained for sites impacted
by releases from UST's. For locations where contamination already exists, the
UST owner/operator must comply with TNRCC clean-up regulations or risk fines up
to $10,000 per day and disqualification from the benefits and funding of the
Groundwater Protection Act.

The Texas Natural Resource Conservation Commission is continuing to provide
guarantees of reimbursements for clean-up of contaminated locations. The TNRCC
has recently been advanced an additional $120 million and increased the fee to
fund future clean-ups.

EDCO Environmental is placing greater emphasis on site assessments and
remediation activities which are dependent upon TNRCC reimbursement. In
addition, EDCO will promote its service station equipment distribution products
through its recent distributor agreements with Schlumberger and US Test, and
continue to develop its service department. EDCO will also continue to market
Matrix CA-6, a newly patented remediation product.

EMPLOYEE RELATIONS

The Company employs 464 people, none of whom are represented by any collective
bargaining organizations. The Company has had no work stoppages, slow downs, or
strikes, and is not engaged in any litigation with regards to employment rights
and practices or other social or civil rights.

Management considers its employee relations to be satisfactory.

COMPETITION

All of the Company's business segments are highly competitive. The Company
competes on the basis of price, service, and corporate capabilities. In
addition, each of the respective business systems faces special competitive
factors. In all phases of operations, the Company encounters strong competition
from a number of companies, including some companies with significantly greater
resources than the Company. Many of these larger competitors possess and employ
financial and personnel resources substantially in excess of those which are
available to the Company. The Company's Petroleum Marketing division also
competes with integrated oil companies which, in some cases, own or control a
majority of their Petroleum Marketing facilities. These major oil companies may
offer their products to the Company's competitors on more favorable terms than
those available to the Company from its suppliers. A significant number of
companies, including integrated oil companies and petroleum products
distribution companies, distribute petroleum products through a larger number of
facilities than the Company.

The Company, however, is one of the leading independent suppliers of refined
petroleum products within a 250 mile radius surrounding Houston, Texas and
Southwest Louisiana. Being a multi-brand distributor gives the Company a
competitive advantage of flexibility in placing the proper brand for the
location. The Company sells to the smaller retail consumer and to the high
volume industrial customer. The Company sells in excess of 105 million gallons
per year, which places it in the top one (1) percent of all independent
marketers of refined petroleum products in the United States. The Company
markets approximately 20 percent of its volume to the greater Houston
metropolitan area where major oil companies are the primary existing
competitors. On occasion, the major oil companies cut prices to increase their
market position.

The convenience store industry is a retail service-oriented industry. It is
distinguished from other retail businesses by its emphasis on location and
convenience rather than price, and a commitment to customers who need to
purchase items quickly at extended hours. Convenience stores feature a wide
variety of items including groceries, dairy products, tobacco products,
beverages, and health and beauty aids. Many sell petroleum on a self-service
basis. Stores are generally designed with ample customer parking and quick
checkout procedures to maximize convenience as well as encourage impulse buying
of high margin items.

The convenience store industry is highly competitive, fragmented, and
regionalized. It is characterized by a few large companies and many small
independent companies. Several competitors are substantially larger and have
greater resources than the Company. The Company's primary competitors include
Diamond Shamrock and E-Z Mart. The Company also 

                                       6
<PAGE>
competes with other convenience stores, small supermarkets, grocery stores, and
major and independent gasoline distributors who have converted units to
convenience stores.

The Company also encounters competition in attempting to acquire sites for new
stores and existing groups of convenience stores. The Company's continued growth
in this business depends upon its ability to identify acquisition candidates
that can be obtained and operated profitably and to find suitable locations for
new stores.

The development, production, and marketing of chemical products for use with
automotive vehicles is also very competitive. Management attributes the rapid
growth of ChemWay to date to aggressive marketing, economies through
distribution, and the diversity in the number and types of products sold. The
packaging of chemical products will be subject to continuing changes in
ingredients, product requirements, government regulations, and legislative
changes which could increase research, production, and competitive burdens in
future years.

ChemWay sells automotive after-market products in all fifty states. ChemWay
primarily has four competitors in the combination aerosol and liquid packaging
business. All four competitors are better capitalized and larger. There are
numerous other competitors who can do either aerosol or liquid packaging. The
principal competitive factors are product formulations and performance,
packaging, price, and service.

EDCO Environmental is a full service environmental company. In the past, the
remediation industry was not highly competitive, but increasingly companies are
entering the environmental business. Management of EDCO Environmental
anticipates that the business will become increasingly competitive in the years
ahead. EDCO Environmental is larger and better financed than some of its area
competitors, but is much smaller than some major national environmental service
concerns.

The remediation industry is characterized by a few large companies, some medium
sized companies such as EDCO Environmental, and many small independent
companies. Some competitors are larger and have greater resources than EDCO
Environmental. EDCO Environmental competes primarily with engineering firms and
private contractors in addition to other environmental remediation companies.

The continued growth in the remediation service is dependent upon market
penetration, customer base, government regulations, funding, and legislative
changes. EDCO Environmental's growth in underground storage tank upgrading
depends upon its ability to work efficiently, meet price competition, and will
be adversely affected by restrictions upon reimbursements by the Texas Natural
Resource Conservation Commission (See "Business", "EDCO Environmental Systems,
Inc.").

ITEM 2.  PROPERTIES

The Company has extensive real estate interests in Texas and Louisiana. The
Company owns twenty-four (24) convenience stores with gasoline installations in
Texas and Louisiana, and rents or leases another thirty-nine (39) convenience
stores under varying terms.

The Company's general offices are located in a 10,300 square foot, free-standing
building located on a 15-acre tract with 400 feet of frontage along Highway 60
North in Bay City, Texas. EDCO Environmental's facilities include a 19,200
square foot shop, fabrication, and maintenance building adjacent to the
administration building.

Additional office and administrative operations (5,985 square feet) and 7,490
square foot warehouse together with 14,784 square feet of additional warehouse
buildings, are located on 3 acres of land approximately 1/2 mile north on
Highway 60. Bulk storage equipment, including 14 fuel storage tanks and 20 lube
oil and antifreeze tanks, are located adjacent to the warehouses.

ChemWay's offices, together with 29,680 square feet of manufacturing and
warehouse space, are located adjacent to the offices and petroleum terminal of
Way Energy, situated on a 13-acre tract leased from the Port of Bay City for an
annual rental of $1,293 (ChemWay pays Way Energy a monthly rental of $2,000 for
the use of its portion of the premises). Way also has a warehouse, dock, and
fuel tanks with 110,000 barrel storage capacity as well as loading and unloading
facilities on the premises leased from the Port of Bay City. The Company also
owns an unimproved tract of approximately 333 feet of dock frontage located
along navigable waters suitable for future intercoastal and intracoastal
shipment of Company products.

                                       7
<PAGE>
ChemWay has two (2) additional sites. One site has office and warehouse space
(6,650 sq. ft.) situated on 1.3 acres of land with 195 feet of frontage on
Highway 60. The other site is a 55,000 sq. ft. warehouse and office building
located on 3.2 acres in a residential/industrial section of the City of Bay
City.

ITEM 3.  LEGAL PROCEEDINGS

During fiscal 1996, the Company was a defendant in the following:

1.    No. 96-J-0035-C; THELMA MESSER, INDIVIDUALLY AND AS INDEPENDENT EXECUTRIX
      OF THE ESTATE OF JIMMY D. MESSER, DECEASED VS. DOWELL SCHLUMBERGER, INC.
      D/B/A SCHLUMBERGER WELL SERVICES, ET. AL.; in the 130th Judicial District
      Court of Matagorda County, Texas.

      This case was filed January 17, 1996 by the wife of a deceased employee,
Jimmy Messer, involving a motor vehicle accident, in which Messer was a
passenger. The vehicle Messer was in, was rear-ended by an automobile driven by
Ray Johnson, an employee of Dowell. Following extensive discovery and the
deposition of Johnson, liability was established as to Johnson and Dowell and
Evans Systems, Inc. was exonerated. At the last deposition, the attorney for the
Plaintiffs advised the undersigned that he would non-suit (dismiss) this action
against Evans Systems, Inc. We are currently awaiting said non-suit motion and
order. No formal monetary demand has been made and in the event the non-suit is
not filed, management has instructed its attorney to seek sanctions for bad
faith filing and file a motion for summary judgment.


2.    No. 95-6-11, 567; COUNTY OF VICTORIA, ET. AL. VS. DIAMOND MINI-MART, INC.,
      A TEXAS CORPORATION D/B/A KINCER FOOD STORE #8; in the 135th Judicial
      District Court of Victoria County, Texas.

      This is an IN REM action filed in June, 1995. Plaintiff alleges that taxes
are due on personal property for the years 1992 and 1993. Defendant obtained
said property in August 1994 and is relying upon the Seller's attorney opinion
statement and bills of sale which recite Defendant received said personality
free of all liens including tax liens. Management is contesting the amount
alleged ($9,338.25) and has demanded that Seller and/or its attorney pay any
past due taxes. Currently, the trial setting has been dropped and negotiations
continue with both the taxing authority and the Seller/Seller's attorney.


3.    No. 95-6-11,568; COUNTY OF VICTORIA, ET. AL. VS. EVANS SYSTEMS, INC., A
      TEXAS CORPORATION D/B/A KINCER OIL COMPANY; in the 24th Judicial District
      Court of Victoria County.

      This is an IN REM action filed in June, 1995. Plaintiff alleges taxes are
due on personal property for the years 1992 and 1993. Defendant received said
personality free of all liens including tax liens. Management is contesting the
amount alleged ($13,943.53) and has demanded that Seller and/or Seller's
attorney pay any past due taxes. Currently, the trial setting has been dropped
and negotiations continue with both the taxing authority and the Seller/Seller's
attorney.


4.    Pending Litigation; EVANS SYSTEMS, INC. VS. INSURANCE CONCEPTS,
      INC./LLOYDS'S OF LONDON/CLARENDON AMERICAN INSURANCE COMPANY.

      This involves an umbrella insurance policy for Evans Systems, Inc. for the
years 1993-1995 wherein the insurance company, after cancellation by Evans
Systems, Inc., are requesting premium payments of $95,268.42 based upon payroll
calculations. Management contends that the umbrella policy was represented to
Evans Systems, Inc. as a fixed or flat policy based upon the underlying policy
and therefore nothing is owed. Management has filed a lawsuit in Matagorda
County, Texas alleging fraud, deceptive trade practices and insurance code
violations.

                                       8
<PAGE>
ITEM 4.  SUBMISSION  OF MATTERS TO A VOTE OF  SECURITY HOLDERS

None.


                                     PART II

ITEM  5. MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER
         MATTERS

STOCK INFORMATION

Traded On the National Market System -- NASDAQ Symbol "EVSI." Common Stock, $.01
par value 2,888,572 shares outstanding at the close of business on December 24,
1996. Number of stockholders: approximately 1,350. The Company has not paid any
cash dividends, and the Company currently has no plans to adopt a regular cash
dividend.

On December 16, 1996, the Company declared a 5% stock dividend to shareholders
of record on December 31, 1996 to be paid on January 20, 1997. In lieu of the
issuance of fractional shares, cash will be paid.

The high and low price range for the last two years, which has not been adjusted
for the stock dividend noted above, is listed below:

DATES                                                 HIGH        LOW
--------------------------------------------------------------------------------
October 1, 1994 through December 31, 1994             5 1/4      3 3/4
January 1, 1995 through March 31, 1995                6 1/4      4 1/8
April 1, 1995 through June 30, 1995                   6 1/4      4 3/4
July 1, 1995 through September 30, 1995               7 3/8      5 3/8
October 1, 1995 through December 31, 1995             6 3/16     3 1/2
January 1, 1996 through March 31, 1996                5 5/8      3 3/16
April 1, 1996 through June 30, 1996                   6 3/4      4 5/8
July 1, 1996 through September 30, 1996               6 7/8      4 5/8

ITEM 6.  SELECTED FINANCIAL DATA

The following table sets forth certain selected financial data which should be
read in conjunction with the Consolidated Financial Statements and Management's
Discussion and Analysis of Financial Condition and Results of Operations
included herein.
<TABLE>
<CAPTION>
                                                  YEAR ENDED SEPTEMBER 30
                                    ---------------------------------------------------
 INCOME STATEMENT DATA:               1996       1995       1994      1993       1992
                                    --------   --------   --------   --------   -------     
                                 ----- Dollars in thousands, except per share data ----
<S>                                 <C>        <C>        <C>        <C>        <C>    
Revenues ........................   $158,780   $158,195   $109,866   $105,338   $90,650
Gross Profit ....................     21,685     19,282     14,302     13,927    12,397
Operating Income ................      2,538        918      1,107      2,291     1,601
Net Income ......................      1,119        335        740      1,308     1,100
Earnings per share(1) ...........        .36        .11        .23        .67       .66
Weighted average number of common
and common equivalent shares
outstanding(1) ..................      3,067      3,088      3,152      1,958     1,667
</TABLE>
(1)  Adjusted  for 5% stock  dividend as  discussed in Item 5.

                                       9
<PAGE>
<TABLE>
<CAPTION>
                                                  YEAR ENDED SEPTEMBER 30
                                    ---------------------------------------------------
 BALANCE SHEET DATA:                  1996       1995       1994      1993       1992
                                    --------   --------   --------   --------   -------     
                                                   ---Dollars in thousands---
<S>                                 <C>        <C>        <C>       <C>        <C>     
Current Assets                      $18,726    $21,566    $18,250   $ 22,294   $ 10,029
Current Liabilities                   9,724     16,698     11,938     10,300      8,977
Current Ratio                        1.93:1     1.29:1     1.53:1     2.16:1     1.12:1
Total Assets                         41,073     40,609     33,164     30,535     16,230
Long-term Debt                       10,400      4,663      2,168      1,913      1,649
Total Stockholders' Equity           19,748     18,534     18,327     18,218      5,590
</TABLE>
ITEM  7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
         OF OPERATIONS

The following discussion should be read in conjunction with the Consolidated
Financial Statements and notes thereto.

                              RESULTS OF OPERATIONS

1996 VS 1995

The Company's (ESI's) after-tax profits for the years ended 1996 and 1995
respectively were $1,119,000 and $335,000. Management attributes the after-tax
profit increase of $784,000 in 1996 over 1995 mainly to an increase in gross
profit margins in ChemWay on higher revenues and a decrease in expenses in the
Petroleum Marketing segment. ESI's revenues for 1996 increased $585,000 to
$158,780,000 compared to $158,195,000 in 1995. Fuel sales gallonage decreased to
105,357,000 gallons compared to 114,398,000 in 1995; a 9,041,000 (7.9%)
decrease. ESI's gross profits for 1996 were $21,686,000 (13.7%) compared to
$19,282,000 (12.2%) in 1995. Management attributes the increase in gross profit
margins to the fast food conversions began in 1996 and to ChemWay refrigerant
margins.

Operating expenses in 1996 increased to $19,147,000 compared to $18,364,000 in
1995. Operating expenses were 12.1 percent of revenues in 1996, and 11.6 percent
in 1995. Management attributes the increase in expenses primarily to the cost of
volume increases in ChemWay, the preparation to expand the Convenience Store
segment, and increased depreciation in all segments related to expansion in
equipment to provide for future growth. (Refer to the discussion of each
business segment for additional detail in this section.)

                               PETROLEUM MARKETING

The Petroleum Marketing segment had sales of $91,374,000 in 1996 compared to
$93,963,000 in 1995, a $2,589,000 (2.8%) decrease. Fuel sales gallonage
decreased to 85,845,000 gallons compared to 94,513,000 in 1995, a 8,668,000
(9.2%) decrease. Gross profits for 1996 and 1995 were $8,810,000 and $9,181,000
respectively. Gross profit margins decreased to 9.6 percent compared to 9.8
percent in 1995. Operating expenses decreased $762,000 in 1996. Operating
expenses were 8.9 percent of revenues in 1996, and 9.4 percent in 1995.
Management attributes the decrease to decreases in employment expenses of
$364,000; transportation of $205,000; general administrative expense of
$412,000; and to increases in repairs to buildings and fuel dispensing equipment
of $51,000 and depreciation of $168,000. These changes were mainly attributable
to the corporate restructuring made during the year. ESI, the parent company, is
included in the Petroleum Marketing results. Operating income increased to
$644,000 compared to $252,000 in 1995.

                                       10
<PAGE>
                               CONVENIENCE STORES

The Convenience Store segment had sales of $39,602,000 in 1996 compared to
$39,538,000 in 1995; a $64,000 (0.2%) increase. Fuel sales decreased to
$22,993,000 in 1996 compared to $23,667,000 in 1995. Fuel sales gallonage
decreased to 19,512,000 gallons compared to 20,425,000 in 1995; a 913,000 (4.5%)
decrease. Merchandise sales increased to $15,996,000 in 1996, compared to
$15,466,000 in 1995, and other income increased to $613,000 compared to
$405,000. Management attributes the $64,000 increase in sales to merchandise
$530,000; other income of $208,000; and a decrease in fuel of $674,000.

Gross profit margins increased to 20.0% in 1996 compared to 19.2%. Gross profit
margins on fuel sales decreased to 10.6% compared to 12.5%; merchandise margins
increased to 30.6% compared to 27.4% in 1995.

Operating expenses increased $421,000 in 1996. Operating expenses were 19.6% of
revenues in 1996 and 18.6% in 1995. Increases in operating expenses were
centered in employment $453,000; transportation $30,000; depreciation $166,000
and decreases in building/equipment repairs and leases $83,000 and general
administration $145,000. These increases were mainly attributable to the
additional employees required in its fast food outlets, management restructuring
for growth, and increased depreciation on rebuilds or store remodeling.
Operating income decreased to $171,000 compared to $245,000 in 1995.

                                     CHEMWAY

ChemWay sales were $25,773,000 in 1996 compared to $22,853,000 in 1995; a
$2,920,000 (12.8%) increase. The increase was mainly attributable to an increase
in R-12 sales. Gross profits for 1996 and 1995 were $4,422,000 and $1,937,000
respectively. Gross profit margins increased to 17.2 percent in 1996 compared to
8.5 percent in 1995. Management attributes the increase in gross profit margins
mainly to improved margins on refrigerant products. Operating expenses increased
$998,000 in 1996 compared to 1995. Increases in operating expenses were centered
in employment $628,000; freight $135,000; repairs, maintenance and equipment
$94,000; general administrative $78,000; and depreciation $63,000. Management
attributes these increases to production costs related to volume increases and
the expansion of its market area to 50 states in 1996. Operating income
increased to $2,179,000 compared to $692,000 in 1995, a $1,487,000 increase.

                               EDCO ENVIRONMENTAL

EDCO Environmental sales were $2,031,000 in 1996 compared to $1,841,000 in 1995;
a $190,000 (10.3%) increase. Gross profits for 1996 and 1995 were $510,000 and
$568,000 respectively. Gross profit margins declined to 25.1 percent compared to
30.9 percent in 1995. The decrease in gross profit margins were due to
competitive construction contracts and lower margin equipment sales in 1996.
Operating expenses increased $127,000 in 1996 compared to 1995. The $127,000
increase was mainly attributable to increases in employment expenses $37,000;
repairs maintenance $38,000; general administrative expenses $8,000;
depreciation $48,000; and a decrease in transportation costs of $4,000. A
portion of the increase in expenses were attributable to costs incurred on its
first application of the Matrix process. Operating loss was ($456,000) compared
to ($271,000) in 1995. The $185,000 additional loss was due to a $58,000
decrease in gross profit and a $127,000 increase in expenses.

1995 VS 1994

The Company's (ESI's) after-tax profits for the years ended 1995 and 1994
respectively were $335,000 and $740,000. Management attributes the after-tax
profit decrease of $405,000 in 1995 over 1994 mainly to a decrease in gross
profit margins and a higher than anticipated increase in expenses associated
with the addition of the Kincer acquisition. ESI's revenues for 1995 increased
$48,329,000 (44.0%) to $158,195,000 compared to $109,866,000 in 1994. Fuel sales
gallonage increased to 114,938,000 gallons compared to 85,764,000 in 1994; a
29,174,000 (34.0%) increase. ESI's gross profit for 1995 was $19,282,000 (12.2%)
compared to $14,302,000 (13.0%) in 1994. Management attributes the decline in
gross profit margins to competitive pricing in Petroleum Marketing, ChemWay, and
EDCO Environmental.

Operating expenses in 1995 increased to $18,364,000 compared to $13,195,000 in
1994. Operating expenses were 11.6 percent of revenues in 1995, and 12.0 percent
in 1994. Management attributes the increase in expenses primarily to Petroleum
Marketing and Convenience Stores and, to a lesser extent, increases in the other
business segments. (Refer to the discussion of each business segment for
additional detail in this section).

                                       11
<PAGE>
                               PETROLEUM MARKETING

The Petroleum Marketing segment had sales of $93,963,000 in 1995 compared to
$68,508,000 in 1994, a $25,455,000 (37.2%) increase. Fuel sales gallonage
increased to 94,513,000 gallons compared to 70,091,000 in 1994, a 24,422,000
(34.8%) increase. Gross profits for 1995 and 1994 were $9,181,000 and $6,976,000
respectively. Gross profit margins decreased to 9.8 percent compared to 10.2
percent in 1994. Operating expenses increased $2,538,000 in 1995. Operating
expenses were 9.4 percent of revenues in 1995, and 9.1 percent in 1994.
Management attributes the increase to employment expenses $1,098,000,
transportation $628,000, repairs to buildings and fuel dispensing equipment
$165,000, general administrative expense $418,000 and depreciation $229,000.
These increases were mainly attributable to the handling increased volumes and
the addition of Kincer Oil's facilities. ESI, the parent company, is included in
the Petroleum Marketing results. Operating income decreased to $252,000 compared
to $585,000 in 1994.


                               CONVENIENCE STORES

The Convenience Store segment had sales of $39,538,000 in 1995 compared to
$30,089,000 in 1994; a $9,449,000 (31.4%) increase. Fuel sales increased to
$23,667,000 in 1995 compared to $17,180,000. Fuel sales gallonage increased to
20,425,000 gallons compared to 15,673,000 in 1994; a 4,752,000 (30.3%) increase.
Merchandise sales increased to $15,466,000 in 1995 compared to $12,392,000 and
other income decreased to $405,000 compared to $517,000. Management attributes
the $9,449,000 increase in sales to fuel $6,487,000, merchandise $3,074,000 and
a decrease in other income of ($112,000). These increases were primarily
generated by the Kincer purchase as revenues for twelve months are included in
1995 and two months in 1994. Gross profit margins remained consistent at 19.2%
in 1995 compared to 19.1%. Gross profit margins on fuel sales increased to 12.5%
compared to 9.1%; merchandise margins decreased to 27.4% compared to 29.6% in
1994.

Operating expenses increased $1,989,000 in 1995. Operating expenses were 18.6%
of revenues in 1995 and 17.8% in 1994. Increases in operating expenses were
centered in employment $977,000, transportation $50,000, building/equipment
repairs and leases $346,000, general administration $493,000 and depreciation
$123,000. These increases were mainly attributable to the addition of the Kincer
Stores which incurred expenses of $2,374,000 for the twelve months of 1995 and
$269,000 for the two months included in 1994. Operating income decreased to
$245,000 compared to $382,000 in 1994.

                                     CHEMWAY

ChemWay had sales of $22,853,000 in 1995 compared to $9,758,000 in 1994; a
$13,095,000 (134.0%) increase. The increase was mainly attributable to an
increase in R-12 sales. Gross profit for 1995 and 1994 was $1,937,000 and
$961,000 respectively. Gross profit margins declined to 8.5 percent in 1995
compared to 9.9 percent in 1994. Management attributes the decline in gross
profit margins to competitive pricing on R-12. Operating expenses increased
$455,000 in 1995 compared to 1994. Increases in operating expenses were centered
in employment $241,000, freight $118,000, repairs, maintenance and equipment
leases $31,000, general administrative $30,000 and depreciation $35,000.
Management attributes these increases to production cost related to volume
increases and the expansion of its market area to 48 states in 1995 compared to
23 in 1994. Operating income increased to $692,000 compared to $172,000 in 1994,
a $520,000 increase.

                               EDCO ENVIRONMENTAL

EDCO Environmental sales were $1,841,000 in 1995 compared to $1,511,000 in 1994;
a $330,000 (21.8%) increase. Gross profit for 1995 and 1994 was $568,000 and
$620,000 respectively. Gross profit margins declined to 30.9 percent compared to
41.0 percent in 1994. The decrease in gross profit margins were due to
competitive construction contracts and lower margin equipment sales in 1995.
Operating expenses increased $187,000 in 1995 compared to 1994. The $187,000
increase was mainly attributable to increases in employment expenses $109,000,
transportation cost $20,000, repairs maintenance $4,000, general administrative
expenses $46,000 and depreciation of $8,000. A portion of the increase in
expenses were attributable to the development cost incurred on Matrix CA-6.
Operating loss was ($271,000) compared to ($32,000) in 1994. The $239,000
additional loss was due to a $52,000 decrease in gross profit and a $187,000
increase in expenses.

                                       12
<PAGE>
                         CAPITAL RESOURCES AND LIQUIDITY

Cash, cash equivalents and marketable securities were $4,392,000 at September
30, 1996 compared to $5,570,000 at September 30, 1995. Working capital was
$9,002,000 at September 30, 1996, a increase from $4,868,000 at September 30,
1995. The net increase resulted primarily from refinancing short term debt to
long term debt in 1996.

Cash provided from operations was $1,180,000 for the year ended September 30,
1996 compared to $2,109,000 for the year ended September 30, 1995. The decrease
was mainly attributable to a reduction in payables of ($3,688,000) and accounts
receivable of $1,207,000 and an increase in net income of $784,000, depreciation
$445,000 and other assets of $323,000.

ESI's current ratio, the ratio of current assets to current liability, was 1.93
for 1996 and 1.29 for 1995.

ESI utilized proceeds from its $6,300,000 lines of credit of $4,685,000 in 1996
to fund operations. ESI's lines of credit will expire in March, 1997 and August,
1999. As of September 30, 1996, ESI had $ 1,737,000 available in unused lines of
credit.

The company believes that cash flow from operations and existing sources of
liquidity will be sufficient to satisfy presently anticipated cash needs.

ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

The Consolidated Financial Statements of the Company included in this Form 10-K
are listed under Item 14.

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
        FINANCIAL DISCLOSURE
None.

                                    PART III

ITEMS 10 AND 11. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT AND
                 EXECUTIVE COMPENSATION

As permitted by General Instruction G, the information called for by these items
with respect to the Company's directors and executive compensation is
incorporated by reference from the Company's definitive proxy statement to be
filed pursuant to Regulation 14A within 120 days after the end of the last
fiscal year.


ITEM  12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.

As permitted by General Instruction G, the information called for by this item
is incorporated by reference from the Company's definitive proxy statement to be
filed pursuant to Regulation 14A within 120 days after the end of the last
fiscal year.


ITEM  13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

As permitted by General Instruction G, the information called for by this item
is incorporated by reference from the Company's definitive proxy statement to be
filed pursuant to Regulation 14A within 120 days after the end of the last
fiscal year.

                                       13
<PAGE>
                                     PART IV

ITEM  14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K

 (a)  The following financial statements, schedules and exhibits are filed as
      part of this Report:

      (1) and (2) Financial  Statements  and Financial
      Statement Schedules.
      See Index to Consolidated  Financial  Statements
      on Page F-1.

      (3)  Exhibits
      See Index to Exhibits on sequential page 16.

(b)   Reports on Form 8-K:

      None.

                                       14
<PAGE>
                                   SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, the Registrant has duly caused this report to be signed on its
behalf by the undersigned, thereunto duly authorized.

                                         EVANS SYSTEMS, INC.

                                   /S/ JERRIEL L. EVANS, SR.
                                       Jerriel L. Evans, Sr.

Chairman of the Board and Chief Executive Officer


December 24, 1996

Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of the Registrant and
in the capacities and on the date(s) indicated:


/S/ JERRIEL L. EVANS, SR.
Jerriel L. Evans, Sr., December 24, 1996
Chairman of the Board and Chief Executive Officer


/S/ CHARLES N. WAY
Charles N. Way, December 24, 1996
Vice President and Chief Financial Officer

/S/ MAYBELL H. EVANS
Maybell H. Evans, December 24, 1996
Secretary and Director

/S/ DARLENE E. JONES
Darlene E. Jones, December 24, 1996
Treasurer and Director


/S/ DENIS J. WALDRON
Denis J. Waldron,  December 24, 1996
Corporate Controller

/S/ CARL W. SCHAFER
Carl  W. Schafer, December 24, 1996
Director

/S/ DAVID L. DEERMAN
David L. Deerman, December 24, 1996
Director

/S/ PETER J. LOSAVIO, JR.
Peter J. Losavio, Jr., December 24, 1996
Director
<PAGE>
                                INDEX TO EXHIBITS

EXHIBIT                                                          SEQUENTIAL PAGE
NUMBER                      DESCRIPTION OF DOCUMENT                   NUMBER

3.1   Articles of Incorporation of the Company filed with the Texas
      Secretary of State on October 22, 1968[1]. - Filed with May
      11, 1993 filing of Form S-1 Registration # 33-62684

3.2   Certificate of Amendment to Articles of Incorporation of Evans
      Systems, Inc., filed with the Texas Secretary of State on
      September 21, 1992[1]. - Filed with May 11, 1993 filing of
      Form S-1 Registration # 33-62684

3.3   Certificate of Amendment of Articles of Incorporation of Evans
      Systems, Inc., filed with the Texas Secretary of State on
      April 9, 1993. - Filed with May 11, 1993 filing of Form S-1
      Registration # 33-62684

3.4   By-Laws of the Company. - Filed with May 11, 1993 filing of
      Form S-1 Registration # 33-62684

10.1  ChemWay--LaRoche Chemical Supply Agreement and amendment dated
      September 19, 1991. - Filed with May 11, 1993 filing of Form
      S-1 Registration # 33-62684

10.2  DISC-Callahan Oil Company Licensed Program Agreement and
      addendum dated December 9, 1988. - Filed with May 11, 1993
      filing of Form S-1 Registration # 33-62684

10.3  Phillips "66" Marketing Agreement dated October 21, 1986. -
      Filed with May 11, 1993 filing of Form S-1 Registration #
      33-62684

10.4  Amoco Lubricants Distributor Agreement dated June 21, 1990 and
      Schedule dated January 2, 1992. - Filed with May 11, 1993
      filing of Form S-1 Registration # 33-62684

10.5  Diamond Shamrock Storage Lease dated July 12, 1985. - Filed
      with May 11, 1993 filing of Form S-1 Registration # 33-62684

10.6  Star enterprise "Texaco" Marketing Agreement effective July 1,
      1993. - Filed with May 11, 1993 filing of Form S-1
      Registration # 33-62684

10.7  Shell Lubricants Reseller Agreement effective January 1, 1992.
      - Filed with May 11, 1993 filing of Form S-1 Registration
      #33-62684

10.8  Texaco Lubricants agreement effective July 1, 1990. - Filed
      with May 11, 1993 filing of Form S-1 Registration # 33-62684

10.9  Conoco Jobber Franchise Agreement effective April 1, 1990. -
      Filed with May 11, 1993 filing of Form S-1 Registration #
      33-62684

10.10 Mobil Marine Distributor Agreement effective June 3, 1992. -
      Filed with May 11, 1993 filing of Form S-1 Registration #
      33-62684

10.11 Form of Series B Warrants to Purchase Common Stock of
      Registrant. - Filed with May 11, 1993 filing of Form S-1
      Registration # 33-62684

10.12 Coastal Refinery & Marketing, Inc. Facilities Access Agreement
      effective September 5, 1989. - Filed with May 11, 1993 filing
      of Form S-1 Registration # 33-62684

10.13 FINA Lubricants Marketing Agreement dated February 1, 1989. -
      Filed with May 11, 1993 filing of Form S-1 Registration #
      33-62684

10.14 Texaco Terminaling Agreement dated April 30, 1986. - Filed
      with May 11, 1993 filing of Form S-1 Registration # 33-62684

10.15 Citgo Petroleum Distributor Franchise Agreement effective
      August 1, 1992. - Filed with May 11, 1993 filing of Form S-1
      Registration # 33-62684

10.16 Citgo Petroleum Exchange Agreement dated April 24, 1985. -
      Filed with May 11, 1993 filing of Form S-1 Registration #
      33-62684

10.17 Phillips "66" Petroleum Exchange agreement dated March 1, 1992
      and amendment dated October 13, 1992. - Filed with May 11,
      1993 filing of Form S-1 Registration # 33-62684

10.18 Employment Contracts - David L. Deerman - Filed with May 11,
      1993 filing of Form S-1 Registration # 33-62684

10.19 Employment Contracts - James Bruce Grover - Filed with May 11,
      1993 filing of Form S-1 Registration # 33-62684

10.20 Employment Contract - J.L. Evans, Sr. - Filed with May 11,
      1993 filing of Form S-1 Registration # 33-62684

10.21 Employment Contract - Edward D. Meadows - Filed with May 11,
      1993 filing of Form S-1 Registration # 33-62684

10.22 Incentive Stock Option Plan - Filed with May 11, 1993 filing
      of Form S-1 Registration # 33-62684

10.23 Form of Incentive Stock Option Agreement - Filed with May 11,
      1993 filing of Form S-1 Registration # 33-62684

10.24 Summary Plan Description of E.S.O.P. - Filed with May 11, 1993
      filing of Form S-1 Registration # 33-62684
<PAGE>
                          INDEX TO EXHIBITS (continued)

EXHIBIT                                                          SEQUENTIAL PAGE
NUMBER                      DESCRIPTION OF DOCUMENT                   NUMBER

10.25 Amendment to Employment Agreements - Filed with July 14, 1993
      Form S-1, Amendment #2 Registration # 33-62684

10.26 Sales Agreement between ChemWay Systems, Inc. and Hi-Lo Auto
      Supply, Inc.-by reference from Exhibit 10.26 to the Company's
      Annual Report on Form 10-K for the year ended September 30,
      1993

10.27 Cyndel & Company, Inc. consulting agreement dated May 15, 1994
      - by reference from Exhibit 10.27 to the Company's Annual
      Report on Form 10-K for the year ended September 30, 1994

10.28 Employment Contract - Bill R. Kincer - by reference from
      Exhibit 10.28 to the Company's Annual Report on Form 10-K for
      the year ended September 30, 1994

10.29 Pruett Petroleum, Inc. and Koonce Petroleum Company, Inc.
      agreement dated October 4, 1994 - by reference from Exhibit
      10.29 to the Company's Annual Report on Form 10-K for the year
      ended September 30, 1994

10.30 Clean-Age Minerals, Inc. agreement dated December 1, 1994 - by
      reference from Exhibit 10.30 to the Company's Annual Report on
      Form 10-K for the year ended September 30, 1994

22.0  Subsidiaries of Registrant                                              39

23.0  Consent to the Incorporation by reference of the report of              40
      independent accountants in the Prospectus constituting part of
      the Registration Statement on Form S-3 (No. 333-08197).

              (The rest of this page is intentionally left blank.)
<PAGE>
                               EVANS SYSTEMS, INC.


                                    FORM 10-K

                          INDEX TO FINANCIAL STATEMENTS


Report of Independent Accountants.......................................  F-2

Consolidated Balance Sheet at September 30, 1996 and 1995...............  F-3

Consolidated Statement of Income for the Years Ended
  September 30, 1996, 1995 and 1994.....................................  F-4

Consolidated Statement of Cash Flows for the Years Ended
  September 30, 1996, 1995 and 1994.....................................  F-5

Consolidated Statement of Stockholders' Equity for the
  Years Ended September 30, 1996, 1995 and 1994.........................  F-6

Notes to Consolidated Financial Statements..............................  F-7


                                      F-1
<PAGE>
                 REPORT OF INDEPENDENT ACCOUNTANTS


To the Board of Directors and Stockholders of
Evans Systems, Inc.


In our opinion, the accompanying consolidated balance sheet and the related
consolidated statements of income, cash flows and stockholders' equity present
fairly, in all material respects, the financial position of Evans Systems, Inc.
and its subsidiaries at September 30, 1996 and 1995, and the results of their
operations and their cash flows for each of the three years in the period ended
September 30, 1996, in conformity with generally accepted accounting principles.
These financial statements are the responsibility of the Company's management;
our responsibility is to express an opinion on these financial statements based
on our audits. We conducted our audits of these statements in accordance with
generally accepted auditing standards which require that we plan and perform the
audit to obtain reasonable assurance about whether the financial statements are
free of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements,
assessing the accounting principles used and significant estimates made by
management, and evaluating the overall financial statement presentation. We
believe that our audits provide a reasonable basis for the opinion expressed
above.

PRICE WATERHOUSE LLP

Houston, Texas
December 5, 1996, except as to Note 13
  which is as of December 16, 1996



                                      F-2
<PAGE>
                               EVANS SYSTEMS, INC.


                           CONSOLIDATED BALANCE SHEET


                                                               SEPTEMBER 30,
                                                            1996         1995
                                                           --------    --------
                  ASSETS                                      (in thousands)
Current assets:
Cash and cash equivalents .................................$  2,793    $  3,544
Marketable equity securities ..............................   1,599       2,026
Trade receivables, net of allowance for doubtful
receivables of $50,000 and $50,000 ........................   5,160       6,367
Inventory .................................................   8,182       8,150
Prepaid expenses and other current assets .................     955       1,387
Income taxes receivable ...................................      37          92
                                                           --------    --------
Total current assets ......................................  18,726      21,566
                                                           --------    --------
Property, plant and equipment, net ........................  20,848      17,623
                                                           --------    --------
Other assets ..............................................   1,499       1,420
                                                           --------    --------

Total assets ..............................................$ 41,073    $ 40,609
                                                           ========    ========

LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Accounts payable and accrued expenses .....................$  6,051    $  9,512
Accrued excise and other taxes payable ....................   1,511       1,738
Current portion of long-term debt .........................   2,145       5,423
Deferred income taxes .....................................      17          25
                                                           --------    --------
Total current liabilities .................................   9,724      16,698
Long-term debt ............................................  10,400       4,663
Deferred income taxes .....................................   1,201         714
                                                           --------    --------
Total liabilities .........................................  21,325      22,075
                                                           --------    --------
Commitments and contingencies Stockholders' equity:
Common stock, $0.01 par value, 15,000,000 shares authorized,
3,105,590 (including 147,885 shares to be issued as a stock
dividend (Note 13)) and 2,934,205 shares issued ...........      31          29
Additional paid-in capital ................................  12,133      11,381
Retained earnings .........................................   8,393       7,958
Net unrealized loss on marketable equity securities .......    (375)       (400)
Treasury stock, 72,589 shares (including 3,456 shares to be
issued as a stock dividend (Note 13)), at cost ............    (434)       (434)
Total stockholders' equity ................................  19,748      18,534

Total liabilities and stockholders' equity ................$ 41,073    $ 40,609
                                                           ========    ========


                                      F-3
<PAGE>
                              EVANS SYSTEMS, INC.

                       CONSOLIDATED STATEMENT OF INCOME

                                                  YEAR ENDED SEPTEMBER 30,
                                                 1996       1995        1994
                                            ---------    ---------    ---------
                                        (in thousands, except per share amounts)
Revenue:
Refined product sales (including consumer
excise and state fuel taxes of $17,514,
$18,649 and $10,610, respectively) ......   $ 112,790    $ 115,677    $  84,327
Other sales and services ................      45,990       42,518       25,539
                                            ---------    ---------    ---------
Total revenue ...........................     158,780      158,195      109,866
Cost of sales ...........................     137,095      138,913       95,564
                                            ---------    ---------    ---------
Gross profit ............................      21,685       19,282       14,302
                                            ---------    ---------    ---------
Operating expenses:
Employment expenses .....................      10,072        9,318        6,892
Other operating expenses ................       4,061        4,007        2,646
Other general and administrative expenses       3,387        3,857        2,870
Depreciation and amortization ...........       1,627        1,182          787
                                            ---------    ---------    ---------
Total operating expenses ................      19,147       18,364       13,195
                                            ---------    ---------    ---------
Operating income ........................       2,538          918        1,107
                                            ---------    ---------    ---------
Other income (expense):
Gain on sale of assets ..................         125           81          241
Interest income .........................         165          190          297
Interest expense ........................      (1,005)        (836)        (483)
Other ...................................        (104)         135           28
                                            ---------    ---------    ---------
Total other income (expense) ............        (819)        (430)          83
                                            ---------    ---------    ---------
Income before provision for income taxes        1,719          488        1,190
Provision for income taxes ..............         600          153          450
                                            ---------    ---------    ---------

Net income ..............................   $   1,119    $     335    $     740
                                            =========    =========    =========

Earnings per share ......................   $     .36    $     .11    $     .23
                                            =========    =========    =========


                                      F-4
<PAGE>
                             EVANS SYSTEMS, INC.

                     CONSOLIDATED STATEMENT OF CASH FLOWS
<TABLE>
<CAPTION>
                                                            YEAR ENDED SEPTEMBER 30,
                                                        1996       1995        1994
                                                       -------    -------    --------
                                                                (in thousands)
<S>                                                    <C>        <C>        <C>     
Cash flows from operating activities:-
Net income .........................................   $ 1,119    $   335    $    740
Adjustments:
Depreciation and amortization ......................     1,627      1,182         787
Gain on sale of assets .............................      (125)       (81)       (241)
Deferred income taxes ..............................       479        226         411
Loss on marketable securities ......................       106        (19)       --
Changes in assets and liabilities,
net of effects in 1994 from
purchase of Kincer:
Receivables ........................................     1,207     (1,689)      1,101
Inventory ..........................................       (32)    (2,104)        163
Prepaid expenses and other .........................       432        285        (747)
Accounts payable and accrued expenses ..............    (3,461)     4,011      (1,403)
Accrued excise and other taxes payable .............      (227)       144         514
Income taxes payable/receivable ....................        55       (181)       (193)
                                                       -------    -------    --------
Net cash provided by operating activities ..........     1,180      2,109       1,132
                                                       -------    -------    --------
Cash flows from investing activities:
Capital expenditures ...............................    (3,712)    (5,577)     (2,863)
Payment for purchase of Kincer,
net of cash acquire ................................      --         --        (4,978)
Proceeds from sale of property and equipment .......       460        195         384
Purchase of marketable equity securities, net ......       346       (923)        (21)
Purchase of treasury stock .........................      (153)      (281)
Other ..............................................      (246)       203        (451)
                                                       -------    -------    --------
Net cash used by investing activities ..............    (3,152)    (6,255)     (8,210)
                                                       -------    -------    --------
Cash flows from financing activities:
New borrowings .....................................     8,515      7,714       3,990
Reduction of long-term debt ........................    (7,364)    (4,550)     (2,621)
Net proceeds from stock issuance ...................        70       --          --
Net cash provided by financing activities ..........     1,221      3,164       1,369
                                                       -------    -------    --------
Net increase (decrease) in cash and cash equivalents      (751)      (982)     (5,709)
Cash and cash equivalents, beginning of year .......     3,544      4,526      10,235
                                                       -------    -------    --------

Cash and cash equivalents, end of year .............   $ 2,793    $ 3,544    $  4,526
                                                       =======    =======    ========
Supplemental disclosure of cash flow information:
Cash paid for income taxes .........................      --      $   108    $    320
Cash paid for interest .............................   $   997    $   812    $    481

Supplemental disclosure of noncash transactions:
Acquisition of property by capital lease and
issuance of debt ...................................   $ 1,308       --      $     14
</TABLE>


                                      F-5
<PAGE>
                              EVANS SYSTEMS, INC.

                CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY

<TABLE>
<CAPTION>
                                                  COMMON STOCK        ADDITIONAL                UNREALIZED
                                                -------------------     PAID-IN      RETAINED     LOSS ON      TREASURY
                                                  SHARES     AMOUNT     CAPITAL      EARNINGS    SECURITIES    STOCK       TOTAL
                                                ---------      ---      -------      -------       -----       -----       --------
<S>                                             <C>            <C>      <C>          <C>           <C>                     <C>     
Balance - September 30, 1993 .............      2,934,205      $29      $11,381      $ 6,883       $ (75)       --         $ 18,218
Purchase of 41,433 treasury
shares ...................................           --         --         --           --          --         $(281)          (281)

Increase in marketable equity
securities valuation allowance ...........           --         --         --           --          (350)       --             (350)

Net income 1994 ..........................           --         --         --            740        --          --              740
                                                ---------      ---      -------      -------       -----       -----       --------

Balance - September 30, 1994 .............      2,934,205       29       11,381        7,623        (425)       (281)        18,327

Purchase of 27,700 treasury
shares ...................................           --         --         --           --          --          (153)          (153)

Decrease in marketable equity
securities valuation allowance ...........           --         --         --           --            25        --               25

Net income for 1995 ......................           --         --         --            335        --          --              335
                                                ---------      ---      -------      -------       -----       -----       --------

Balance - September 30, 1995 .............      2,934,205       29       11,381        7,958        (400)       (434)        18,534

Decrease in marketable equity
security valuation allowance .............           --         --         --           --            25        --               25

Warrants exercised
by employees and
stock award ..............................         23,500        1           69         --          --          --               70

Net income for 1996 ......................           --         --         --          1,119        --          --            1,119

5% common stock dividend
(Note 13) ................................        147,885        1          683         (684)       --          --             --   
                                                                                     -------       -----       -----       --------

Balance - September 30, 1996 .............      3,105,590      $31      $12,133      $ 8,393       $(375)      $(434)      $ 19,748
                                                =========      ===      =======      =======       =====       =====       ========
</TABLE>


                                      F-6
<PAGE>
                              EVANS SYSTEMS, INC.


                  NOTES TO CONSOLIDATED FINANCIAL STATEMENTS



NOTE 1 -  DESCRIPTION  OF THE COMPANY AND SUMMARY OF  SIGNIFICANT  ACCOUNTING
          POLICIES:

BUSINESS OPERATIONS

Evans Systems, Inc. was incorporated as Evans Oil Company in 1968 in Texas. Its
primary subsidiaries are Evans Oil of Louisiana, incorporated in Louisiana in
1980; In & Out Mini Mart, Inc., incorporated in Texas in 1975; Diamond Mini
Mart, Inc., incorporated in Texas in 1983; Evans Oil Company, incorporated in
Texas in 1958; EDCO, Inc., incorporated in Texas in 1979; The Way Energy, Inc.,
incorporated in Delaware in 1982; Chem-Way, Inc., incorporated in Texas in 1990
and EDCO Environmental, Inc., incorporated in Texas in 1992.

PRINCIPLES OF CONSOLIDATION

The consolidated financial statements include the accounts of Evans Systems,
Inc. and its subsidiaries (the Company). All significant intercompany
transactions have been eliminated.

CASH AND CASH EQUIVALENTS

For purposes of the statement of cash flows, the Company considers all highly
liquid investments with original maturities of three months or less to be cash
equivalents. Cash and cash equivalents are stated at cost which approximates
fair market value.

MARKETABLE EQUITY SECURITIES

Marketable equity securities available for sale are carried at market. The cost
of available for sale securities at September 30, 1996 and 1995 was $1,500,000
resulting in net unrealized losses of $375,000 and $400,000, respectively.

Marketable equity securities classified as trading securities are also carried
at market. The market value of trading securities at September 30, 1996 and 1995
was $474,000 and $926,000; respectively. Realized and unrealized losses of
$12,000 and $94,000, respectively, are included in other income for 1996.
Realized and unrealized gains of $115,000 and $20,000, respectively, are
included in other income for 1995.

                                      F-7
<PAGE>
INVENTORIES

Substantially all inventories are products held for sale. Inventories of oil and
grease, automotive/chemical products, tire and automotive accessories and
convenience store products utilize the first-in, first-out (FIFO) method of
accounting and are stated at the lower of cost or market. Gas and diesel fuels
inventory is valued using the last-in, first-out (LIFO) method which resulted in
inventory being $177,000 and $27,000 less at September 30, 1996 and 1995,
respectively, than it would have been if the FIFO method had been used.

PROPERTY, PLANT AND EQUIPMENT

Property, plant and equipment is stated at cost and is depreciated utilizing the
straight-line method of computing depreciation over their estimated useful
lives. Repairs and maintenance are charged to expense as incurred. Expenditures
for major additions and replacements which extend the lives of assets are
capitalized and depreciated over their estimated useful lives. The Company
depreciates assets over the following estimated useful lives:

            Buildings and plant           15-39 years
            Leasehold improvements        Life of lease up to 39 years
            Equipment                     15 years
            Transportation equipment      5 years
            Office equipment              5-7 years


ACCOUNTING FOR STOCK-BASED COMPENSATION

In October 1995, the Financial Accounting Standards Board issued FAS 123,
"Accounting for Awards of Stock-Based Compensation to Employees". The Statement
encourages the fair value based method of accounting for an employee stock
option; however, the Statement allows entities to continue to measure
compensation costs for plans using the intrinsic value based method of
accounting prescribed by Accounting Principles Board Opinion No. 25, "Accounting
for Stock Issued to Employees". Upon adoption of FAS 123 in fiscal 1997, the
Company will continue using the intrinsic value method to value stocks options
and believes that the effect of this Statement on future results of operations
will not be material.

OTHER RECENT PRONOUNCEMENTS

In March 1995, Financial Accounting Standards Board issued FAS 121, "Accounting
for the Impairment of Long-Lived Assets and for Long-Lived Assets to Be Disposed
Of ", was issued and is effective for the Company in fiscal year 1997. Adoption
of FAS 121 is not expected to have a material effect on the Company's
consolidated financial position or operating results.

INCOME TAXES

The Company and its subsidiaries file a consolidated federal income tax return.

                                      F-8
<PAGE>
The Company recognizes income tax expense based on the liability method of
accounting for income taxes. Deferred tax assets and liabilities are recognized
for the income tax effect of temporary differences between the tax basis of
assets and liabilities and their carrying values for financial reporting
purposes. Deferred tax expense or benefit is the result of changes in the
deferred tax assets and liabilities during the period.

EARNINGS PER SHARE

Earnings per share is computed by using the weighted-average number of common
shares and dilutive common equivalent shares outstanding each period. The
weighted-average number of shares used in the calculation of earnings per share
was 3,067,000, 3,088,000 and 3,152,000 shares for 1996, 1995 and 1994,
respectively, which gives effect to the 5% stock dividend described in Note 13.

FINANCIAL INSTRUMENTS

The Company records all financial instruments at cost. The cost of all financial
instruments approximates their fair value.

USE OF ESTIMATES

The preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities at the date of the
financial statements and reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates.
Management believes that the estimates are reasonable.

RECLASSIFICATIONS

Certain reclassifications have been made to prior year amounts in order to
conform to the current year presentation.

NOTE 2 - ACQUISITION:

Effective August 1, 1994, the Company purchased substantially all of the assets
of Kincer Oil Company, Inc. and Kincer's Inc. (Kincer), which was operating as a
debtor-in-possession under protection of Chapter 11 of the United States
Bankruptcy Code. The acquisition has been accounted for as a purchase and,
accordingly, the purchase price of the acquired assets and liabilities was
allocated based upon the fair values of the acquired assets and liabilities at
the acquisition date.

                                      F-9
<PAGE>
Asset acquired and liabilities assumed were as follows (in thousands):

            Cash                                    $  116
            Trade receivables                        1,095
            Inventories                              1,140
            Property, plant and equipment            4,290
            Other assets                                58
            Accounts payable                        (1,605)
                                                    ------

                                                    $5,094


Condensed unaudited pro forma combined results of operations for the year ended
September 30, 1994, assuming the transaction described above occurred at October
1, 1993, are as follows (in thousands, except per share data):

            Revenues                                $133,905
            Net income                              $    923
            Earnings per share                      $    .31


NOTE 3 - PROPERTY, PLANT AND EQUIPMENT:

Property, plant and equipment consisted of the following at September 30 (in
thousands):

                                                            1996        1995

Land                                                     $  2,955     $  2,940
Building and plant                                          6,132        5,640
Leasehold improvements                                        730          913
Equipment                                                  17,622       15,325
Transportation equipment                                    3,021        2,708
Office equipment                                            2,478          945
                                                         --------     --------
                                                           32,938       28,471
Less - accumulated depreciation and amortization           12,090       10,848
                                                         --------     --------

Property, plant and equipment, net                       $ 20,848     $ 17,623
                                                         ========     ========


                                      F-10
<PAGE>
NOTE 4 - LONG-TERM DEBT:

Long-term debt is summarized as follows at September 30 (in thousands):

                                                             1996       1995

Notes payable to banks, at prime to prime
plus 1%, payable to 2002, secured by
property and equipment, accounts
receivable, inventory and cash surrender
value of life insurance $9,768 $ 9,208

Capital lease liability ..............................        1,217         --

Notes payable, 7.2% to 11.5%, payable to
2005, secured by property, equipment,
improvements, inventory, accounts
receivable and cash surrender value of
life insurance .......................................          731          733

Notes payable, 7.75%, secured by marketable
equity securities, payable to 1997 ...................          658         --

Other ................................................          170          145
                                                            -------      -------
                                                             12,544       10,086
Less - current maturities ............................        2,144        5,423
                                                            -------      -------

Total ................................................      $10,400      $ 4,663
                                                            =======      =======

Notes payable to banks include $173,000 owed pursuant to short-term lines of
credit. At September 30, 1996, the Company had $1,627,000 available in unused
lines of credit, which mature in March 1997 and August 1999.

Certain of the Company's notes payable to banks require maintenance of financial
covenants, including current, debt to equity, tangible net worth and debt
service coverage ratios. At September 30, 1996, the Company was in compliance
with the covenants.

The Company is prohibited by its bank agreement from payment of any cash
dividends and from obtaining additional debt.

The Company's capital lease liability relates to the lease of the Company's
information system, which was capitalized using an effective interest rate of
9.3%. At September 30, 1996, the gross amount of assets recorded under capital
leases was $1,308,000 and the related accumulated amortization was $32,000.
Total future capital lease payments are $1,515,000 and include unearned interest
of $298,000.

                                      F-11
<PAGE>
As of September 30, 1996, principal maturities of long-term debt are as follows
(in thousands):

                        1997                   $ 2,144
                        1998                     1,369
                        1999                     6,050
                        2000                     2,039
                        2001                       419
                        Thereafter                 523
                                               -------

                        Total                  $12,544


NOTE 5 - INCOME TAXES:

The provision for income taxes consists of the following (in thousands):

                                                   YEAR ENDED SEPTEMBER 30,
                                                  1996       1995      1994
                                                 ------     ------    ------
Current:
  Federal                                        $  (25)    $  (87)   $   (5)
  State                                             146         14        44
                                                 ------     ------    ------
                                                    121        (73)       39
                                                 ------     ------    ------
Deferred:
  Federal                                           421        207       326
  State                                              58         19        85
                                                 ------     ------    ------
                                                    479        226       411
                                                 ------     ------    ------

     Total                                       $  600     $  153    $  450
                                                 ======     ======    ======


The difference between income taxes at the statutory federal and effective
income tax rates is as follows (in thousands):
                                                   YEAR ENDED SEPTEMBER 30,
                                                  1996       1995      1994
                                                 ------     ------    ------
Taxes computed by applying federal 
statutory rate                                $     584   $    166    $  405
State taxes, net of federal benefit                 135         22        85
Other, net                                         (119)       (35)      (40)
                                                 ------     ------    ------

                                                 $  600     $  153    $  450
                                                 ======     ======    ======

                                      F-12
<PAGE>
Deferred  tax  assets   (liabilities)  are  comprised  of  the  following  (in
thousands)

                                                          SEPTEMBER 30,
                                                         1996       1995
      Deferred tax assets:
        Net operating loss carryforward               $    807    $  734
        Alternative minimum tax credit                      86        45
        Investment tax credit                               26        26
        Unrealized loss on marketable equity securities           35
        Section 263A inventory adjustment                   26        46
        Other                                               33        19
                                                      --------    ------
           Total                                         1,013       870
                                                      --------    ------
      Deferred tax liabilities:
        Book/tax depreciation differences               (2,072)   (1,442)
        Prepaid expenses                                   (78)      (39)
        Other                                              (81)     (128)
                                                      --------    ------
           Total                                        (2,231)   (1,609)
                                                      --------    ------

      Net deferred tax liabilities                    $ (1,218)   $ (739)
                                                      ========    ======


At September 30, 1996, the Company had regular tax net operating loss
carryforwards of $2,182,000 available for federal income tax purposes which
expire through 2010.

Changes in the Company's ownership, as defined under Section 382 of the Internal
Revenue Code, could result in certain limitations on the annual amount of net
operating loss that may be utilized.

                                      F-13
<PAGE>
NOTE 6 - OPERATING LEASES:

The Company leases 26 convenience store locations and 5 other facilities under
operating lease agreements with varying lives and terms. Three of these leases
are with related parties (see Note 8). At September 30, 1996, the scheduled
future minimum lease payments required under the terms of the operating leases
in effect are (in thousands):

            YEAR ENDED SEPTEMBER 30,

              1997                                          $  465
              1998                                             435
              1999                                             350
              2000                                             278
              2001                                             218
              Thereafter                                       563
                                                            ------
                  Total minimum lease payments              $2,309


In addition, the Company rents 13 convenience store locations and other
facilities on a month-to-month basis from various parties, including 7 from a
related party (see Note 8). Rent paid for these facilities totaled $174,000 and
$258,000 for the years ended September 30, 1996 and 1995.

The Company has nine subleases. The total of minimum rentals to be received in
the future under noncancelable subleases totaled $496,400 as of September 30,
1996.

NOTE 7 - COMMON STOCK:

The following common stock information reflects the 5% stock dividend described
in Note 13.

In August 1992, the Company issued warrants to purchase 141,750 shares of the
Company's common stock at an exercise price of $2.86 per share. The warrants can
be exercised on or before August 1, 1997. In 1996, 24,150 of such warrants were
exercised.

In May 1994, the Company issued warrants to purchase 105,000 shares of the
Company's common stock at an exercise price of $7.86 per share as part of an
agreement with a consultant. In May 1995, the Company reduced the exercise price
of such warrants to $5.24 per share and extended the expiration date to May
1997. As of September 30, 1996, no such warrants had been exercised.

In December 1994 and May 1995, the Company issued warrants to purchase 262,500
shares of the Company's common stock at an exercise price of $4.76 per share.
The warrants expire in 1997 and 1999.

                                      F-14
<PAGE>
The following common stock purchase warrants are outstanding as of September 30,
1996:

                      Warrant       Number of          Expiration
                       PRICE        WARRANTS              DATE

                   $ 4.76            52,500          May 14, 1997
                     5.24           105,000          May 14, 1997
                     2.86           117,600          August 1, 1997
                     7.62             7,875          December 29, 1997
                    16.50           126,000          July 15, 1999
                     4.76           210,000          December 1, 1999
                                    -------
                                    618,975


In November 1992, the Company adopted the Evans Systems, Inc. Incentive Stock
Option Plan. Up to 420,000 shares of the Company's common stock may be purchased
under the plan. The Company's Board of Directors may issue options to one or
more persons who are full-time employees of the Company and/or its subsidiaries.
Options granted under the plan must be granted within ten years from the date of
the plan. Under the plan, no eligible employee shall be granted options during
any one calendar year to the extent that the fair market value of such shares
(determined at the time the option is granted) exceeds $100,000. If an employee,
who is granted options under the plan, owns more than 10% of the outstanding
voting stock of the Company, the options expire five years from the date of
granting; otherwise, the expiration date is ten years from the date of granting.
The options are nontransferable except upon death of the optionee. The option
price of the stock shall not be less than the fair market value of the stock on
the date of the grant, except in the case of an employee owning more than 10% of
the outstanding voting stock when the exercise price shall be 110% of the fair
market value of the stock at the date of grant. Transactions under the plan are
summarized as follows:

                                                    SHARES      OPTION PRICE

      Outstanding at September 30, 1993              60,900       $7.62
      Granted in 1994                                21,000       5.71
                                                   --------

      Outstanding at September 30, 1994              81,900       $5.71-$7.62

      Expired in 1995                               (18,900)      $5.71-$7.62
                                                   --------

      Outstanding at September 30, 1995              63,000       $5.71-$7.62

      Expired in 1996                               (16,800)      $5.71-$7.62
                                                   --------

      Outstanding at September 30, 1996              46,200       $5.71-$7.62
                                                   ========


                                      F-15
<PAGE>
In December 1994, the Company adopted the ESI Stock Benefit Plan. Up to 420,000
shares of the Company's common stock may be purchased or granted under the plan,
and provision has been made for automatic increases in such amount of shares in
the event the number of common shares issued by the Company increases to
specified levels. An option granted under the plan by the Board of Directors to
a key employee may be an incentive stock option or a nonqualified option and may
be accompanied by stock appreciation rights or limited rights. Incentive stock
options must be granted at an exercise price of not less than 100% of the then
fair market value of the stock. Nonqualified stock options must be granted at an
exercise price of not less than 90% of the then fair market value of the stock.
All options shall expire upon termination of employment or within ten years of
the date of grant. Nonemployee Directors shall be automatically granted
nonqualified options to purchase 2,625 shares of common stock annually. Vesting
is to be determined by the Board of Directors. The following is a summary of
activity pursuant to such plan:

                                            SHARES      OPTION PRICE

      Granted in 1995                       282,713    $4.29 - $5.71
      Expired in 1995                       (77,438)           $4.64
                                          ---------

      Outstanding at September 30, 1995     205,275    $4.29 - $5.71

      Granted in 1996                        98,700    $5.42 - $5.96
      Expired in 1996                      (178,133)   $4.29 - $5.71
                                          ---------

      Outstanding at September 30, 1996     125,842    $4.29 - $5.96
                                          =========


In August 1995, the Company granted contingent stock awards to two individuals.
The individuals were granted an aggregate of 105,000 shares of restricted common
stock which vest in fiscal 1996, 1997 and 1998 subject to achievements of
certain profitability levels. The grants will be canceled if such provisions are
not met. In 1996, such provisions were not met and grants for 31,500 shares were
canceled.

In September 1995, the Company's chairman and CEO was granted an award of 15,750
shares of restricted common stock of the Company. Such grant is subject to
achievement of certain financial objectives during fiscal 1996. The financial
objectives were not met in fiscal 1996 and the grant has been canceled.

In June 1996, an officer of the company was awarded 525 shares of restricted
common stock.

At September 30, 1996, there were 864,517 shares of common stock reserved for
issuance pursuant to outstanding options, warrants and restricted stock grants.

                                      F-16
<PAGE>
NOTE 8 - RELATED PARTY TRANSACTIONS:

The Company leases three convenience store locations from the majority
shareholder of the Company. One ten-year lease commenced in June 1987 with
monthly lease payments of $2,500 and allows for one five-year automatic renewal
at the Company's option. The other two leases are for terms of five years and
commenced in April 1990. Each provides for a monthly lease payment of $1,800
with one automatic five-year renewal at the Company's option. The amounts paid
under these leases for the years ended September 30 were: 1996 - $73,000, 1995 -
$73,000 and 1994 - $88,000. Future minimum lease commitments as of September 30,
1996 are $324,000.

As of September 30, 1996, the Company rents, on a month-to-month basis, six
convenience store locations and an office facility from the majority
shareholder. Previously, the Company rented additional locations which were sold
by the shareholder to unrelated parties. The total month-to-month rents paid for
the years ended September 30 were: 1996 - $104,000, 1995 - $93,000 and 1994 -
$104,000. If all locations continue to be rented under similar terms for the
fiscal year ending September 30, 1997, the Company would pay approximately
$104,000.

Other current assets include a note receivable from a director which was
refinanced from an earlier note and is due in quarterly instalments. 13,567
shares of the Company's common stock are pledged to secure repayment. The
balance of the note receivable was approximately $116,000, $140,000 and $118,000
at September 30, 1996, 1995 and 1994, respectively. Interest accrues at 8.5%.

From time to time, the Company makes advances to individuals who are
shareholders, directors, officers and/or employees. Such advances are usually
unsecured and accrue interest at 9%. There were no advances outstanding at
September 30, 1996 and 1995.

NOTE 9 - CONTINGENT LIABILITIES:

From time to time the Company exchanges refined products with suppliers by
agreeing to purchase or sell refined products at a future date. Such activity
could adversely affect the results of operations and financial condition of the
Company were the market prices of such products to fluctuate significantly. As
of September 30, 1996, management believes the Company had no material risk
related to such activities.

                                      F-17
<PAGE>
NOTE 10 - SEGMENT REPORTING:

The Company is primarily engaged in the following industry segments: marketing
and distribution of wholesale petroleum products; retail convenience store and
gasoline station operations; producing, marketing and distribution of automotive
after-market chemical products (Chem-Way); and providing environmental
remediation services and installing and maintaining underground storage tanks
(EDCO Environmental). Information concerning the Company's business activities
is summarized as follows (in thousands):

                                                          PROPERTY
                                EARNINGS    DEPRECIATION     AND       IDENTI-
                              (LOSS) FROM       AND       EQUIPMENT    FIABLE
YEAR ENDED          REVENUES   OPERATIONS   AMORTIZATION  ADDITIONS    ASSETS
                   ---------     -------     -------     -------     -------
SEPTEMBER 30, 1996
  Petroleum market-
    ing            $  91,374     $   644     $   956     $ 3,067     $22,872
  Convenience store
    operations        39,602         171         408       1,059       8,912
  Chem-Way            25,773       2,179         143         680       6,533
  EDCO
    Environmental      2,031        (456)        120         214         957
                   ---------     -------     -------     -------     -------

                   $ 158,780     $ 2,538     $ 1,627     $ 5,020     $39,274
                   =========     =======     =======     =======     =======

SEPTEMBER 30, 1995
  Petroleum market-
    ing            $  93,963     $   252     $   788     $ 3,081     $21,401
  Convenience store
    operations        39,538         245         242       1,299       8,942
  Chem-Way            22,853         692          80         758       7,800
  EDCO
    Environmental      1,841        (271)         72         158         708
                   ---------     -------     -------     -------     -------
                   $ 158,195     $   918     $ 1,182     $ 5,296     $38,851
                   =========     =======     =======     =======     =======

                                      F-18
<PAGE>
                                                          PROPERTY
                                EARNINGS    DEPRECIATION     AND       IDENTI-
                              (LOSS) FROM       AND       EQUIPMENT    FIABLE
YEAR ENDED          REVENUES   OPERATIONS   AMORTIZATION  ADDITIONS    ASSETS
                   ---------     -------     -------     -------     -------
SEPTEMBER 30, 1994
  Petroleum market-
    ing (a)        $  68,508     $   585     $   559     $ 3,441     $19,436
  Convenience store
   operation (a)      30,089         382         119       3,225       7,851
  Chem-Way             9,758         172          45         382       3,015
  EDCO
   Environmental       1,511         (32)         64         119         756
                   ---------     -------     -------     -------     -------

                   $ 109,866     $ 1,107     $   787     $ 7,167     $31,058
                   =========     =======     =======     =======     =======

(a) Includes  amounts   attributable  to  the  Kincer  acquisition   effective
    August 1, 1994.

Earnings (loss) from operations by segment represent revenues less operating
costs, expenses and depreciation. Identifiable assets are primarily cash,
accounts receivable, inventory, property, equipment and cash value of life
insurance. All sales by the Company occur in the United States.

During each of the years ending September 30, 1996, 1995 and 1994, no single
customer represented 10% or more of the Company's revenues.

NOTE 11 - CONCENTRATIONS OF CREDIT RISK:

The Company performs periodic evaluations of the relative credit standing of the
financial institutions and investment funds which are considered in the
Company's investment strategy.

As of the date of the financial statements, the Company has no concentration of
customers engaged in similar activities for which a failure to perform up to the
terms of their obligations due to shared activities, regions or economic
characteristics would result in a material credit risk to the Company.
Management believes that its credit and collection policies mitigate the
potential effect of a concentration of credit risk in its accounts receivable.

NOTE 12 - EMPLOYEE BENEFIT PLANS:

In 1992, the Company adopted an employee stock ownership plan to provide
retirement benefits to eligible employees. Employees must have attained the age
of 18 and have completed six months of service for the Company. Contributions to
the plan may be made annually at the discretion of the Company's management. The
Company recorded contributions to the plan of $117,000, $44,000 and $55,000
during fiscal 1996, 1995 and 1994.

                                      F-19
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NOTE 13 - SUBSEQUENT EVENTS:

On December 16, 1996, the Company declared a five percent stock dividend to
shareholders of record on December 31, 1996 to be paid on January 20, 1997. In
lieu of the issuance of fractional shares, cash will be paid.

                                      F-20