SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-KA

(MARK ONE)

/X/      ANNUAL REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
          OF 1934 [FEE REQUIRED]

For the fiscal year ended September 30, 1996
                          -------------------

/  /     TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES  EXCHANGE
         ACT OF 1934 [NO FEE REQUIRED]

For the transition period from                            to
                               --------------------------    -------------------

                         Commission file number 33-62684

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

            Texas                                           74-1613155
--------------------------------------------------------------------------------
(State or other jurisdiction                           (I.R.S. employer
of incorporation or organization)                      identification no.)

720 Avenue F North, Bay City, Texas                            77414
--------------------------------------------------------------------------------
(Address of principal executive offices)                    (Zip code)

Issuer's telephone number, including area code: (409) 245-2424
                                                 ------------------------------ 
Securities registered under Section 12(b) of the Exchange Act:

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

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

                                      None

         Indicate by check mark  whether the  registrant:  (1) filed all reports
required  to be filed by  Section  13 or 15(d) of the  Securities  Exchange  Act
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  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/

         State  the  aggregate   market  value  of  the  voting  stock  held  by
non-affiliates  of the registrant.  The aggregate market value shall be computed
by  reference  to the price at which the stock was sold,  or the average bid and
asked prices of such stock,  as of a specified  date within 60 days prior to the
date of filing.  (See  definition  of affiliate in Rule 405). As of December 24,
1996, the aggregate market value was $7,242,691.

         The number of shares of the  Registrant's  Common Stock  outstanding at
December 24, 1996 was  2,888,572,  exclusive of treasury  shares or shares to be
issued in the 5% stock dividend discussed in Part II, item 5 hereof.


<PAGE>
                                    PART III

ITEM 10.   DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT

                                   MANAGEMENT

         The executive officers and directors of the Company are as follows:


        NAME                         PRINCIPAL OCCUPATION            AGE
------------------------       --------------------------------    -------

J.L. Evans, Sr.                Chairman of the Board,                 57
                                    President and Chief
                                    Executive Officer of the
                                    Company

David L. Deerman               Vice Chairman of the Board and         55
                                    President of Chem-Way
                                    Systems

Carl W. Schafer                President of the Atlantic              60
                                    Foundation

Charles N. Way                 Vice President and Chief               54
                                    Financial Officer of the
                                    Company

Darlene E. Jones               Treasurer and Administrative           38
                                    Manager for the Company

Maybell H. Evans               Secretary for the Company              57

Peter J. Losavio, Jr.          Instructor in the College of           47
                                    Business Administration at
                                    Louisiana State University

James B. Grover                President of EDCO                      44
                                    Environmental Systems

         J.L.  EVANS,  SR. has been a member of the Company's Board of Directors
since August,  1968. Mr. Evans is also the Chairman of the Board,  President and
Chief  Executive  Officer of the Company.  Mr. Evans founded the Company in 1968
and has served in this capacity since that time. He was born in Flint, Texas, in
1939 and  subsequently  moved to  Woodsboro,  Texas,  where  he  graduated  from
Woodsboro High School in 1957. Mr. Evans attended San Antonio  Community College
where he majored in Business Administration.  From 1954 to 1960, Mr. Evans owned
and  operated a  gasoline  service  station.  From 1960 to 1968,  Mr.  Evans was
employed  by Amoco  Oil  Company  where he held  various  sales  and  managerial
positions.  In 1985,  he was awarded top  salesman  for the Kansas City  Region.
Because the region comprised  several states,  the honor bestowed upon Mr. Evans
was very  prestigious.  Additionally,  in 1992,  Mr.  Evans  was  selected  as a
Regional  Finalist for the  Entrepreneur  of the Year Award granted  annually by
Ernst & Young and Merrill Lynch.

                                       -2-

<PAGE>
         DAVID L. DEERMAN has been a member of the Company's  Board of Directors
since  December,  1992.  Mr.  Deerman is also the Vice Chairman of the Board and
President of Chem-Way  Systems,  a subsidiary  of the Company.  He has held this
position since 1990. Mr. Deerman joined the Company in 1984 as Vice President of
The Way  Energy,  Inc.  He was born in Bay City,  Texas,  in 1941.  Mr.  Deerman
graduated  from high school in  Angleton,  Texas,  in 1959.  He  attended  Lamar
University  in  1964  where  he  received  a  B.B.A.  degree  in  Marketing.  He
subsequently  attended graduate school where his curriculum  included courses in
management.  Mr.  Deerman was  employed by  International  Harvester  Company of
Houston,  Texas,  from 1964 to 1965 where his  responsibilities  included  sales
promotion.  From 1965 to 1978,  Mr.  Deerman was employed by Gulf Oil Company in
Texas and  Oklahoma  where he served  successively  as  Analytical  Coordinator,
Marketing  Supervisor,  Product Supply  Coordinator,  and Operations Manager. He
assisted in the development of Ashley Real Estate and Land  Development  Company
in Austin,  Texas,  from 1978 to 1981.  Mr.  Deerman  served as a manager of the
South Hampton  Refining  Company in Silsbee,  Texas,  from 1981 to 1984,  before
joining the Company.

         CARL W. SCHAFER has been a member of the  Company's  Board of Directors
since  December,  1992.  Mr.  Schafer was born in Chicago,  Illinois in 1936 and
obtained his primary and secondary  education in Illinois.  He received his B.A.
with  distinction  from the  University of Rochester in 1958. He served with the
U.S.  Bureau  of the  Budget as a budget  examiner  (1961-1964),  a  legislative
analyst (1964-1966), deputy director of budget preparation (1966-1968), director
of budget preparation  (1968-1969),  and as staff assistant to the U.S. House of
Representatives  Appropriations  Committee  (1969).  He  served  with  Princeton
University  as  director  of  the  budget  (1969-1972),  treasurer  (1972-1976),
financial vice president,  treasurer and chief financial officer (1976-1987). He
served as a principal of Rockefeller and Company,  Inc. from 1987 to 1990. He is
currently president of the Atlantic Foundation, Princeton, New Jersey. He served
as co-chairman of the New Jersey Governor's Task Force on improving New Jersey's
Economic and Regulatory  Climate from 1982 to 1983 and is currently a trustee or
director of Roadway Express, Inc., Wainoco Oil Corporation,  Nutraceutix,  Inc.,
Electronic  Clearing House, Inc., the Paine Webber and Guardian Groups of Mutual
Funds,  Harbor Branch  Institution,  Inc.,  the Jewish Guild for the Blind,  the
Johnson Atelier and School of Sculpture, and Hidden Lakes Gold Mines, Ltd. He is
a member  of the  advisory  council  of  Domain  Partners  and a  member  of the
International Advisory Council of William Sword and Company, Inc.

         CHARLES N. WAY has been a member of the  Company's  Board of  Directors
since  March,  1982.  Mr.  Way is also the Vice  President  and Chief  Financial
Officer of the  Company.  He has served in this  capacity  since  1980.  Mr. Way
joined the Company in June of 1979. He was born in Houston,  Texas,  in 1942 and
graduated from Jessie H. Jones High School in 1961. He received a B.B.A.  degree
in  Accounting  from Texas A&M  University in 1966. He was employed with Texaco,
Inc. From 1966 to 1968 where he served as an accountant.  From 1968 to 1973, Mr.
Way served as an Accounting Division Manager with Tenneco Oil Company. From 1973
to 1976, he was employed as a Controller with News, Inc. And Subsidiaries.  From
1976 to 1979,  Mr. Way owned and operated  All-Ways  Automotive  Tire Service in
Houston, Texas.

                                       -3-

<PAGE>
         DARLENE E. JONES has been a member of the Company's  Board of Directors
since  December,  1992.  Ms.  Jones  is also the  Treasurer  and  serves  as the
Administrative Manager for the Company. She has held these positions since 1993.
Ms. Jones was born in San Antonio,  Texas,  in 1958, and graduated from Bay City
High School in 1976.  She then attended and graduated in 1980 from  Southwestern
University where she received a B.S. degree in Biology/Chemistry.  Subsequently,
Ms. Jones  completed  course work involving  computer  systems  technology.  She
joined the company in 1980.

         MAYBELL H. EVANS has been a member of the Company's  Board of Directors
since August,  1968.  Ms. Evans has been also served as the Company's  Secretary
since its inception. Ms. Evans was born in Holliday, Texas in 1939 and graduated
from Sweeny High School, Sweeny, Texas in 1957. She joined the Company full time
in 1968 managing accounts receivable, collections, and corporate affairs.

         PETER J.  LOSAVIO,  JR.  has been a member  of the  Company's  Board of
Directors  since May, 1993.  Mr.  Losavio was born in Baton Rouge,  Louisiana in
1949 and  graduated  from Baton Rouge High School in 1967.  He received his B.S.
degree from Tulane  University  in 1970,  majoring in  chemistry,  and a masters
degree in chemistry from Tulane  University in New Orleans in 1973. He graduated
from Louisiana State University Law School in Baton Rouge, Louisiana in 1975 and
received a masters of laws in taxation  from the  University of Florida in 1976.
Mr.  Losavio  is a Board  Certified  Tax  Attorney.  He  became a  licensed  and
certified  public  accountant  in Louisiana in 1979.  He completed the certified
financial  planning  program  offered by the College for  Financial  Planning in
Denver,  Colorado  in  1987.  From  1980 to  present,  Mr.  Losavio  has been an
instructor  in  the  College  of  Business  Administration  at  Louisiana  State
University,   teaching  corporate  tax,  partnership  taxation,  Sub  S,  estate
planning, and tax practices and procedures. Mr. Losavio has been a co-author and
lecturer for various  continuing  education programs sponsored by the Society of
Louisiana Certified Public Accountants and National Business Institute. He was a
speaker at the 1990 Louisiana  Advanced Tax Workshop.  From 1990 to present,  he
has  been a member  of the Ad Hoc  Advisory  Committee  to the  Commissioner  of
Securities  for the State of  Louisiana.  From 1980 to  present,  he has been an
assistant  bar  examiner.  In 1980, he was Chairman of the Tax Committee for the
Society of Louisiana Certified Public Accountants.

         JAMES B. GROVER has been a member of the  Company's  Board of Directors
since  December,  1992.  Mr. Grover is also the President of EDCO  Environmental
Systems. He founded EDCO, Inc. In 1979, to engage in the distribution of refined
petroleum  products.  In 1983, EDCO became a  partially-owned  subsidiary of the
Company.  In 1989, Mr. Grover  organized EDCO  Environmental  Services,  Inc., a
division of EDCO,  and began serving as the  corporation's  President.  In 1992,
EDCO  Environmental  Services,  Inc.  became a  wholly-owned  subsidiary  of the
Company.  It was at this time that Mr.  Grover began  serving the Company in the
capacity of President of EDCO Environmental  Systems. Mr. Grover was born in Bay
City,  Texas,  in 1952,  and  graduated  from Bay City High  School in 1970.  He
received a B.B.A.  degree in  Accounting  from Texas A&M  University in 1974. He
served as Second

                                       -4-

<PAGE>
Lieutenant at Fort Benjamin Harrison, Indiana, and received advanced training in
the United  States Army Finance  Officers'  Basic Course in 1974.  He received a
master's  degree in Real Estate  Economics from Texas A&M University in 1975 and
served as a graduate  research  assistant until 1976.  After attending Texas A&M
University,  Mr. Grover  engaged in real estate  development  activities  before
forming EDCO, Inc.


ITEM 11.   EXECUTIVE COMPENSATION

         The following table sets forth certain summary  information  concerning
annual and  long-term  compensation  paid by the  Company  for  services  in all
capacities to the Company of (i) the Chief Executive Officer, and (ii) the other
four most highly compensated  executive officers of the Company at September 30,
1996  who  received  compensation  of  at  least  $100,000  during  Fiscal  1996
(collectively,  the "Named  Officers") for the fiscal years ended  September 30,
1996, 1995 and 1994:

                           SUMMARY COMPENSATION TABLE


<TABLE>
<CAPTION>
                                                                                                    LONG-TERM
                                                                                                  COMPENSATION
                                                           ANNUAL COMPENSATION                        AWARDS
                                               -------------------------------------            ------------------------

                                                                         OTHER ANNUAL   RESTRICTED
           NAME AND                                                      COMPENSATION      STOCK                     ALL OTHER
      PRINCIPAL POSITION              YEAR     SALARY($)     BONUS($)       ($)(1)      AWARDS ($)   OPTIONS(#)   COMPENSATION(2)
      ------------------              ----     ---------     --------       ------      ----------   ----------   ---------------

<S>                                   <C>      <C>          <C>             <C>              <C>       <C>             <C>
Jerriel L. Evans, Sr.
Chairman of the Board, President and  1996     $122,252      $ 37,934       $   --            --         --             (2)(3)
Chief Executive Officer........       1995      120,000         5,381          240            --         --             (2)(3)
                                      1994      120,000        69,112        1,423            --         --             (2)(3)





David L. Deerman
President, Chem-Way Systems and       1996     $121,171      $106,553       $   --            --       12,000          --
Director.......................       1994      121,171        28,483          278            --         --            --
                                      1993      121,171         9,082        1,395            --         --            --


James B. Grover
President, EDCO Environmental and     1996     $120,000      $    --        $  --            --          --            --
Director.......................       1995      124,372           91          233            --          --            --
                                      1994      115,269        7,527          919            --          --            --


William R. Sherman
Vice President,                       1996     $ 72,100     $ 40,728        $  --            --        1,500           --
Chem-Way Systems...............       1995       72,100       11,089           --            --          --            --
                                      1994           --           --           --            --          --            --
</TABLE>

---------------------
(1)      ALTHOUGH THE OFFICERS  RECEIVE CERTAIN  PERQUISITES,  THE VALUE OF SUCH
         PERQUISITES DID NOT EXCEED FOR ANY OFFICER THE LESSER OF $50,000 OR 10%
         OF THE OFFICER'S SALARY AND BONUS.
(2)      IN ADDITION TO THE  COMPENSATION FOR MR. EVANS SET FORTH ABOVE, HE ALSO
         RECEIVES LEASE INCOME FOR THE RENTAL OF VARIOUS  PROPERTIES USED BY THE
         COMPANY.
(3)      THE COMPANY OWNS TWO SPLIT DOLLAR LIFE  INSURANCE  POLICIES  WHEREBY IT
         PAYS THE  PREMIUMS  AND MR. J.L.  EVANS'  ESTATE WILL RECEIVE THE DEATH
         BENEFIT  LESS THE  ACCUMULATED  CASH VALUE,  WHICH WOULD  RETURN TO THE
         COMPANY.

                                       -5-

<PAGE>

OPTION/SAR GRANTS IN LAST FISCAL YEAR

         The  following   table  sets  forth  certain   information   concerning
Options/SARs granted during Fiscal 1996 to the Named Officers:

<TABLE>
<CAPTION>


                                                                                                        POTENTIAL REALIZABLE
                                                                                                          VALUE OF ASSUMED
                                                                                                          ANNUAL RATES OF
                                      SHARES          % OF TOTAL       EXERCISE                             STOCK PRICE
                                    UNDERLYING        GRANTED TO        OR BASE                           APPRECIATION FOR
                                   OPTIONS/SARS       EMPLOYEES          PRICE        EXPIRATION           OPTION TERM(2)
NAME                                GRANTED (#)      IN FISCAL YEAR  ($/SHARE)(1)        DATE              5% ($) 10% ($)
----                                -----------      --------------  ------------        ----        ------------ -------------

<S>                                   <C>                <C>             <C>            <C>  <C>     <C>                 <C>
Jerriel L. Evans, Sr...........       20,000             20.0            6.26           9/30/01      26,981              58,105
David L. Deerman...............       18,000             18.0            5.69           9/30/01      22,072              47,533
James B. Grover................       12,000             12.0            5.69           9/30/01      14,715              31,688
William R. Sherman.............        1,500             1.5             5.69           9/30/01      1,839                3,961
</TABLE>

---------------

(1)      The exercise price of the options  granted is equal to the market value
         of the Company's Common Stock on the date of grant.

(2)      Potential realizable value of each grant assumes that the market prices
         of the underlying  security  appreciates at annualized  rates of 5% and
         10% over the term of the award.  Actual gains,  if any, on stock option
         exercises  are  dependent on the future  performance  of common  stock.
         There can be no assurance that the amounts reflected on this table will
         be achieved.

OPTION EXERCISES AND FISCAL YEAR-END OPTION VALUES

         The following table sets forth all stock options exercised by the Named
Officers during the Fiscal 1996 and the number and value of unexercised  options
held by such executive officers at fiscal year end.

<TABLE>
<CAPTION>
                                                                                                              VALUE OF
                                                                        NUMBER OF SECURITIES                UNEXERCISED
                                                                       UNDERLYING UNEXERCISED               IN-THE-MONEY
                                  SHARES           VALUE                     OPTIONS AT                      OPTIONS AT
                               ACQUIRED ON        REALIZED                FISCAL YEAR-END              FISCAL YEAR-END($)(2)
NAME                           EXERCISE (#)        ($)(1)            EXERCISABLE UNEXERCISABLE       EXERCISABLE UNEXERCISABLE
----                           ------------        ------            ----------- -------------       ----------- -------------
<S>                                 <C>              <C>             <C>                 <C>           <C>                <C>
Jerriel L. Evans, Sr.......        -0-              -0-                -0-               20,000        -0-                -0-
David L. Deerman...........        -0-              -0-              24,000              18,000        -0-                -0-
James B. Grover............        -0-              -0-                -0-               12,000        -0-                -0-
William R. Sherman.........        -0-              -0-               1,500               -0-          -0-                -0-
</TABLE>


---------------------
1.       Value realized is calculated based on the difference between the option
         exercise  price and the closing  market price of the  Company's  Common
         Stock on the date of  exercise  multiplied  by the  number of shares to
         which the exercise relates.

2.       Value of unexercised  in-the-money  options is calculated  based on the
         difference  between the option  exercise price and the closing price of
         the Company's Common Stock at fiscal year end, multiplied by the number
         of shares  underlying  the options.  The closing price of the Company's
         Common Stock as reported on the NASDAQ  Stock  market on September  30,
         1996 was $5.95.

EMPLOYMENT AGREEMENTS

         The Company has entered into an  employment  agreement  with Mr. Evans,
Sr.  pursuant  to which he is  employed  as the  Company's  President  and Chief
Executive Officer. The agreement

                                       -6-

<PAGE>



commenced  on April 1, 1993 and  expires on  September  30,  1998,  unless  it's
terminated earlier in accordance with the agreement.  Pursuant to the agreement,
Mr. Evans  receives an annual base salary of $120,000 and is entitled to receive
an annual  bonus in an amount equal to 7-1/2% of the net profits of the Company,
subject to the limitation set forth below. In addition, the agreement contains a
confidentiality  provision  and  prohibits  Mr.  Evans from  competing  with the
Company's business during the term thereof.

         The Company has entered into two separate  employment  agreements  with
Mr. Deerman pursuant to which he is employed full-time as (i) the Vice-President
of Marketing, Terminal Operations and Sales of the Company's subsidiary, The Way
Energy,  Inc.,  and (ii) the  President of the Company's  subsidiary,  Chem-Way,
Inc., respectively.  The agreements each commenced on October 1, 1992 and expire
on September 30, 1997,  unless they are  terminated  earlier in accordance  with
their respective terms. Pursuant to the agreements,  Mr. Deerman will receive an
annual base salary aggregating $120,000. Mr. Deerman is also entitled to receive
bonuses to be computed at the end of each fiscal year in an amount  equal to 10%
of the net profits of the terminal  operations of The Way Energy, Inc. and 8% of
the net profits of Chem-Way, Inc., subject to the limitation set forth below. In
addition,  the agreements each contain a confidentiality  provision and prohibit
Mr. Deerman from  competing  with the  respective  businesses of The Way Energy,
Inc. and Chem-Way,  Inc. during the term thereof and for a period of three years
thereafter.

         The Company has entered into two separate  employment  agreements  with
Mr. Grover  pursuant to which he is employed  full-time as (i) the President and
General Manager of the Company's subsidiary,  EDCO Environmental  Systems, Inc.,
and (ii) President and General Manager of the Company's  subsidiary,  EDCO, Inc.
The  agreements  each  commenced  on January 1, 1993 and expire on December  31,
1997,  unless they are terminated  earlier in accordance  with their  respective
terms. Pursuant to the agreements, Mr. Grover will receive an annual base salary
aggregating  $119,000.  Mr.  Grover is also  entitled  to receive  bonuses to be
computed  at the end of each  fiscal  year in an amount  equal to 10% of the net
profits of EDCO Environmental  Systems, Inc. and 10% of the net profits of EDCO,
Inc.,  subject to the  limitation set forth below.  In addition,  The agreements
each contain a confidentiality  provision and prohibit Mr. Grover from competing
with the respective  businesses of EDCO  Environmental  Systems,  Inc. and EDCO,
Inc. during the term thereof and for a period of three years thereafter.

         An addendum  to the  employment  agreements  for  Messrs.  Evans,  Sr.,
Deerman and Grover dated June 8, 1993, limits the total bonuses received by such
individuals  from the  Company  or its  subsidiaries  to a maximum of 12% of the
Company's consolidated after tax net earnings.

         The Company has entered into an employment  agreement  with Mr. Sherman
pursuant to which he is employed as the National  Sales Manager of the Company's
subsidiary,  Chem-Way Systems,  Inc. The agreement commenced on December 5, 1994
and expires on December 4, 1997,  unless it's  terminated  earlier in accordance
with the agreement.  Pursuant to the agreement,  Mr. Sherman  receives an annual
base salary of $72,000  and is entitled to receive an annual  bonus in an amount
equal to 3% of the net  profits of  Chem-Way  Systems,  Inc.  In  addition,  the
agreement  contains a  confidentiality  provision and prohibits Mr. Sherman from
competing with the Company's business during the term thereof.


                                       -7-

<PAGE>

COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION

         During Fiscal 1996, Charles N. Way served on the Compensation Committee
of the Board of Directors.  Mr. Way also serves as the Vice President of Finance
and the Chief  Financial  Officer of the Company.  Mr. Way  participated  in all
decisions  made  by the  Compensation  Committee  not  related  to his  personal
compensation and incentives.

ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

         The following table sets forth information  concerning ownership of the
Company's Common Stock, as of December 31, 1996, by (i) each person who is known
by the  Company  to be the  beneficial  owner of more than five  percent  of the
Common Stock,  (ii) each of the  Company's  directors and nominees for director,
(iii) each executive officer named in the Summary  Compensation  Table; and (iv)
all current directors and executive  officers of the Company as a group.  Unless
otherwise  indicated,  the address of each person or entity  listed below is the
Company's principal executive offices.

<TABLE>
<CAPTION>

                                                                              Amount and
                                                                              Nature of
                                                                              Beneficial               Percent of
                                                                             Ownership(2)               Class(3)
                         NAME AND ADDRESS(1)                            --------------------     ---------------------
                         -------------------

<S>                                                                        <C>                           <C> 
J.L. Evans Systems, Ltd., a Texas Limited Partnership ...............      1,417,500(4)                  45.6
J.L. Evans, Sr.......................................................      1,498,747(5)                  48.2
Maybell H. Evans.....................................................      1,484,993(6)                  47.8
Charles N. Way.......................................................         51,477(7)                   1.6
Darlene E. Jones.....................................................         37,136(8)                   1.1
J.L. Evans, Jr.......................................................         17,174(9)                    *
David L. Deerman.....................................................         38,173(10)                  1.2
Carl W. Schafer......................................................         15,000(11)                   *
  c/o The Atlantic Foundation
  16 Faber Road
  Princeton, NJ 08540
Peter J. Losavio, Jr.................................................          7,500(11)                   *
  8414 Bluebonnett Blvd., Suite 110
  Baton Roughe, LA 70810
James B. Grover.....................................................          14,434(12)                   *
William R. Sherman...................................................          1,500(13)                   *
All executive officers and Directors as a group (12
persons).............................................................      1,748,634                     56.2
</TABLE>

                                       -8-

<PAGE>

-----------------------
*        less than 1%
(1)      Unless otherwise indicated, the address of each beneficial owner is c/o
         the Company, P.O. Box 2480, Bay City, Texas 77404-2480.
(2)      Beneficial  ownership has been determined in accordance with Rule 13d-3
         under the Exchange Act ("Rule 13d-3") and unless  otherwise  indicated,
         represents  shares of which the  beneficial  owner has sole  voting and
         investment power.
(3)      The percentage of class is calculated in accordance with Rule 13d-3 and
         assumes that the  beneficial  owner has  exercised any options or other
         rights to subscribe  which are  exercisable  within sixty (60) days and
         that no other  options or rights to  subscribe  have been  exercised by
         anyone else.
(4)      The general partner is J.L. Evans Management,  Inc. (controlled by J.L.
         Evans,  Sr. and Maybell H. Evans) and the limited  partners are Jerriel
         L. Evans, Sr., Maybell H. Evans, and their children,  Darlene E. Jones,
         Jerriel L. Evans, Jr., and Terry W. Evans.
(5)      Includes  1,417,500  shares held by J.L. Evans Systems,  Ltd., of which
         Mr. Evans claims beneficial ownership.
(6)      Includes  1,417,500  shares held by J.L. Evans Systems,  Ltd., of which
         Ms. Evans claims beneficial ownership.
(7)      Includes  45,000  shares  issuable  to Mr.  Way  upon the  exercise  of
         warrants.
(8)      Includes  35,000  shares  issuable  to Ms.  Jones upon the  exercise of
         warrants.
(9)      Includes 14,000 shares issuable to Mr. Evans,  Jr. upon the exercise of
         warrants.
(10)     Includes  34,000  shares  issuable to Mr.  Deerman upon the exercise of
         options.
(11)     Includes 7,500 shares  issuable to each of Messrs.  Schafer and Losavio
         upon the exercise of options.
(12)     Mr. Grover has pledged  13,567 shares to a subsidiary of the Company to
         secure  repayment of a note  receivable  in the  approximate  amount of
         $111,000.
(13)     Includes  1,500  shares  issuable to Mr.  Sherman  upon the exercise of
         options.


ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED 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 Fiscal 1996 was $73,000. 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
Fiscal 1996 was $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.


                                       -9-

<PAGE>

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

                                   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.

Dated:  January 30, 1997

                                           EVANS SYSTEMS, INC.


                                           By: /S/ CHARLES N. WAY
                                               -------------------------------
                                               Name:   Charles N. Way
                                               itle:  Vice President and
                                                      Chief Financial Officer


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